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                                                                                        PAMELA CALLOWAY
                                 PORT OF OAKLAND                                                 President
OMAR BENJAMIN                    BOARD OF PORT COMMISSIONERS                              GILDA GONZALES
Executive Director                530 Water Street  Oakland, California 94607            First Vice-President
                                                                                            JAMES W. HEAD
DAVID L. ALEXANDER                         Telephone: (510) 627-1100                    Second Vice-President
Port Attorney                              Facsimile: (510) 451-5914                    MARGARET GORDON
                                               TDD/TTY – Dial 711                            Commissioner

ARNEL ATIENZA                                                                             MICHAEL LIGHTY
                                      E-Mail:board@portoakland.com                            Commissioner
Port Auditor
                                Website:   www.portofoakland.com                               VICTOR UNO
                                                                                               Commissioner
JOHN T. BETTERTON
                                                                                               ALAN S. YEE
Secretary of the Board
                              SUPPLEMENTAL - AGENDA                                            Commissioner




                      Regular Meeting of the Board of Port Commissioners
                               Thursday October 6, 2011 – 1:00 p.m.
                                           Board Room – 2nd Floor

ROLL CALL

                1st Vice President Gonzales, 2nd Vice-President Head, Commissioner Gordon,
                Commissioner Lighty, Commissioner Uno, Commissioner Yee and
                President Calloway

1. CLOSED SESSION (1:00 p.m.)

          1.1   CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION. Significant
                exposure to litigation pursuant to subdivision (b) of Section 54956.9: 4 matter(s)

          1.2   CONFERENCE WITH REAL PROPERTY NEGOTIATOR - As provided under California
                Government Code Section 54956.8:

                             Property:      Former Oakland Army Base and Adjacent Properties
                   Negotiating Parties:     Port of Oakland, AMB Properties and California Capital Group
                   Agency Negotiator:       Director of Maritime, James Kwon
                    Under Negotiation:      Price and Terms of Payment

                             Property:      101 Washington Street, Oakland, CA
                   Negotiating Parties:     Bank of America, N.A. and Port of Oakland
                   Agency Negotiator:       Director of Commercial Real Estate
                    Under Negotiation:      Price and Terms of Payment

          1.3   PUBLIC EMPLOYEE APPOINTMENT

                 Positions to be filled:    Deputy Executive Director, Director of
                                            Engineering, Director of Commercial Real Estate
  1.4   CONFERENCE WITH LABOR NEGOTIATORS - Pursuant to Subdivision (f) of Section
        54957.6.

                    Employee: International Brotherhood of Electrical Workers (IBEW Local
                 Organizations: 1245), International Federation of Professional and Technical
                                Engineers (IFPTE Local 21), Service Employees International
                                Union (SEIU Local 1021), and Western Council of Engineers
                                (WCE)

ROLL CALL/OPEN SESSION (approximately 4.00 p.m.)

        1st Vice President Gonzales, 2nd Vice-President Head, Commissioner Gordon,
        Commissioner Lighty, Commissioner Uno, Commissioner Yee and
        President Calloway

CLOSED SESSION REPORT

        The Port Attorney or Board Secretary will report on any final actions taken in Closed
        Session.

2. MAJOR PROJECTS

        This segment of the meeting is reserved for action and discussions regarding the status
        of Major Projects and issues of special importance.

3. BUDGET & FINANCE

        This segment of the meeting is reserved for action or discussion regarding the status of
        Budget and Finance issues.

  3.1   Report: Unaudited Financial Statements for Fiscal Year Ending June 30, 2011

  3.2   Report: Unaudited Capital Expenditures for Fiscal Year Ending June 30, 2011

  3.3   Authorizations Related to the Consolidation of Pollution Liability Insurance Policies
        Effective November 9, 2011

  3.4   Approval to Reimburse the City of Oakland $5,859,282 for General Services and Lake
        Merritt Trust Services Rendered in Fiscal Years 2007-08 through 2009-10.

4. STRATEGY & POLICY

        This segment of the meeting is reserved for action or discussion on Strategy and Policy
        Issues.

  4.1   Approval of an Ordinance to Amend the By-Laws and Administrative Rules (“By-Laws”)
        of the Board of Port Commissioners (“Board”) (Legal)


                                                2
5. CONSENT ITEMS

        Action by the Board under “Consent Items” means that all matters listed below have
        been summarized and will be adopted by one motion and appropriate vote. Consent
        Items may be removed for further discussion by the Board at the request of any member
        of the Board.

  5.1   Approval of the Minutes of the Regular Meetings of September 1, 2011, September 8,
        2011 & September 15, 2011 (Board Secretary)

  5.2   Ordinance No. 4170, 2nd Reading of an Ordinance approving an amendment to lease
        with Federal Express Corporation to add 9,037± square feet to the premises at the
        Oakland International Airport and extend certain dates.

  5.3   Ordinance No. 4171, 2nd Reading of an Ordinance approving an amendment to lease
        with Business Jet center Oakland, L.P. for premises at the Oakland International Airport
        and extend certain dates.

  5.4   Ordinance No. 4172, 2nd Reading of an Ordinance amending Port Ordinance No. 3634
        to implement the proposed domestic air service marketing incentive program.

6. REMAINING ACTION ITEMS

        Remaining Action Items are items not previously addressed in this Agenda that may
        require staff presentation and/or discussion and information prior to action by the Board.

  6.1   Approval of a Five Year License and Concession Agreement with Bank of America, N.A.
        for approximately 100 square feet located at 101 Washington Street, Oakland, CA (CRE)

  6.2   Fiscal Year 2010/2011 On-call Contract Usage Report and Authorization for the
        Executive Director to Execute Various On-Call Contracts (Engineering)

  6.3   Delegation of Authority to the Executive Director to Execute Local Resource Adequacy
        Capacity Transaction Agreement (Engineering)

  6.4   Authorization for the Executive Director to Execute Meter Maintenance Agreement with
        NCPA for Meter Maintenance and Certification Services (Engineering)
        Amended: Authorize the Execution of the Third Amended and Restated NCPA MSS
        Aggregator Agreement and Delegation of Authority to the Executive Director to Execute
        Future Amendments to the NCPA MSS Aggregator Agreement (Engineering)

7. UPDATES/ANNOUNCEMENTS

        The President and/ or Executive Director will report on noteworthy events occurring since
        the last Board Meeting.




                                                3
8. SCHEDULING

       This segment of the meeting is reserved for scheduling items for future Agendas and/or
       scheduling Special Meetings

OPEN FORUM

      The Board will receive public comment on non-agenda items during this time. Please fill
      out a speaker card and present it to the Secretary of the Board.

ADJOURNMENT

      The next Regular Meeting of the Board on October 13, 2011 has been cancelled. The
      Board anticipates holding a Special Meeting on October 18, 2011 at 9:00 a.m.




                                             4
                                        PUBLIC PARTICIPATION

Disability Related Modifications
Any person who requires a disability-related modification or accommodation, including auxiliary aids or
services, in order to participate in the meeting, may submit a written request, electronic request, or telephone
request [via the California Relay Service (telephone) for the hearing impaired at (800) 735-2922], to the
Secretary of the Board no later than five working days prior to the scheduled meeting date.
                                    John Betterton, Secretary of the Board
                                    530 Water Street, Oakland, CA 94607
                                        jbetterton@portoakland.com
                                                (510) 627-1696
Language & Interpretive Services
As a grantee of federal aid grant funds from the US Department of Transportation, the Port is responsible for
ensuring equal access to its programs, services, and benefits. To request bilingual interpreters or materials in
alternate formats, please contact the Assistant Secretary of the Board no later than five working days prior to
the scheduled meeting date.
                                Daria Edgerly, Assistant Secretary of the Board
                                    530 Water Street, Oakland, CA 94607
                                        dedgerly@portoakland.com
                                                (510) 627-1337
Scented Products
Please refrain from wearing scented products to this meeting so attendees who experience chemical sensitivities
may attend.
To Speak on an Agenda Item
You may speak on any item appearing on the Agenda. Please fill out a Speaker’s Card and give it to the Board
Secretary before the start of the meeting or immediately after conclusion of Closed Session. Cards received
after the start of the meeting will be treated as a single request to speak in Open Forum. All speakers will be
allotted a minimum of one minute.
Agenda & Related Materials
Should you have questions or concerns regarding this Agenda, or wish to review any of the Agenda Related
Materials, please contact the Board Secretary, John Betterton, at (510) 627-1696, or visit our web page at
www.portofoakland.com
To receive Port Agendas and Agenda Related Materials by email, please email your request to
jbetterton@portoakland.com




                                                       5
                                        MAJOR PROJECTS Tab 2



                   MAJOR PROJECTS
This segment of the meeting is reserved for action and
discussions regarding the status of Major Projects and
issues of special importance.




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                                      BUDGET & FINANCE Tab 3



                  BUDGET & FINANCE
This segment of the meeting is reserved for action or
discussion regarding the status of Budget and Finance
issues.




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                                                        BOARD MTG. DATE: 10/06/11


                              AGENDA REPORT
TITLE:            Authorizations Related to the Consolidation of Pollution Liability
                  Insurance Policies Effective November 9, 2011

AMOUNT:           $1.5 million based on a 5-year policy term

PARTIES INVOLVED:

                   Corporate Name/Principal                          Location
                   Illinois Union Insurance Company (ACE)            Philadelphia, PA
                   Chubb Custom Insurance Company                    Warren, NJ
                   Great American E&S Insurance Company              Cincinnati, OH
                   Chartis Specialty Insurance Company               New York, NY
                   Marsh Risk & Insurance Services                   San Francisco, CA

TYPE OF ACTION:                       Resolution

SUBMITTED BY:                         Sara Lee, Chief Financial Officer

APPROVED BY:                          Omar Benjamin, Executive Director


SUMMARY

Since 2002, the Port has purchased various pollution liability insurance policies. Port
staff has identified an opportunity to achieve cost savings by consolidating these
separate policies into one policy/program. Authorization is being requested to take
certain actions to ensure that (a) adequate pollution liability insurance coverage remains
in place and (b) available cost savings are captured, if possible.


FACTUAL BACKGROUND

The Board of Port Commissioners (Board) has previously authorized the purchase of
several pollution liability insurance policies for various Port-owned properties. Provided
below in Table 1 is a summary of the Port’s pollution liability insurance policies that
cover Port-owned property.

The Port also participates in a pollution liability and cost cap policy that was placed by
the City of Oakland for remediation at the former Oakland Army Base including the Port-
owned portion of the Oakland Army Base. This policy, however, is distinct and not
included in Port staff’s proposal to consolidate the pollution liability insurance policies,
as further described herein.




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                                                                      BOARD MTG. DATE: 10/06/11

                Table 1 – Current Pollution Liability Insurance Policies/Coverage
Port          Insurance   Limits          Deductible     Inception       Expiration     Premium       Annualized
Location      Carrier                                                                   Incl. Taxes   Premium
                                                                                                1
                                                                                        & Fees        incl. Taxes
                                                                                                      & Fees2
Airport       Illinois    $20,000,000     $250,000       11/09/2006      11/09/2011     $874,769      $174,954
              Union       per claim       (except
              (ACE)       and             $500,000 for
                          $40,000,000     the OFFC
                          aggregate       fueling
                                          operations)
Airport Car   Illinois    $10,000,000     $100,000       11/26/2007      11/26/2012     $ 91,592      $ 18,318
Rental        Union       per claim
              (ACE)       and
                          $10,000,000
                          aggregate
Jack          Chubb       $5,000,000      $250,000       03/29/2002      03/29/2012     $247,821      $ 24,782
London        Custom      per claim
Square                    and
                          $5,000,000
                          aggregate
Port-wide     Illinois    $15,000,000     $250,000       08/27/2008      08/27/2013     $693,152      $150,515
excluding     Union       per claim
all above     (ACE)       and
                          $15,000,000
                          aggregate
TOTAL                                                                                   $1,907,334    $368,570



The Port passes on some of the above insurance premium costs to its tenants pursuant
to contractual agreements currently in place.           Specifically, $373,000 ($74,600
annualized) of the Airport pollution liability insurance premium is paid by the Oakland
Fuel Facilities Corporation (OFFC) and $141,240 ($28,348 annualized) is recovered
through Airport rates and charges. In addition, the entire $91,592 ($18,318 annualized)
of the Airport Car Rental pollution liability insurance premium is paid by the car rental
tenants.

The Port’s pollution liability insurance policies generally include the following protection
for the Port:

          Third party bodily injury and property damage arising out of a pollution condition,
          Non-owned disposal site liability arising out of disposal of waste,
          Damage to natural resources including non-criminal fines/penalties,
          Transported pollution incident related to transport of cargo,
          Clean up costs for unknown pollution conditions at Airport and Rental Car
          facilities, and
          Legal defense expenses related to all of the above.



1
 Insurance premiums are paid upfront.
2
 The Annualized Premium is the insurance premium cost divided by term (that is, number of years) of the insurance
policy. The Annualized Premium for the “Port-wide excluding all above” policy also takes into account a mid-term
policy change which added coverage for Berths 60-63 for an additional premium cost.


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                                                                            BOARD MTG. DATE: 10/06/11

The Airport pollution liability insurance policy is scheduled to expire on November 9,
2011. It is the first of the four policies currently in place to come up for renewal, and
provides the Port with an opportunity to consolidate its pollution liability insurance
policies.


ANALYSIS

Opportunity for Cost Savings and Other Benefits
The insurance market for the type of coverage provided in Table 1 has changed and
opportunities currently exist to obtain coverage at lower, more cost-effective rates. As
an alternative to simply renewing the Airport pollution liability insurance coverage that
expires on November 9, 2011, the Port can reduce costs, improve the scope of
coverage, and streamline administration of the program by consolidating the existing
pollution liability insurance programs into one policy/program. The new consolidated
program would be effective November 9, 2011.

Proposals for a Single Program Structure
To pursue a new consolidated program (which may be one policy or a layered program3
with multiple insurance carriers), Port staff asked its pollution liability insurance broker,
Marsh Risk & Insurance Services (Marsh) to explore the available Port options. Marsh
solicited quotes from Illinois Union Insurance Company (ACE), Chartis Specialty
Insurance, Great American E&S Insurance Company, and Chubb Custom Insurance
Company. Although the bid process is still ongoing, the quotes received so far indicate
that the Port will be able to reduce costs and improve the scope of coverage by
consolidating the separate policies. As is customary in the insurance market, the terms,
conditions and pricing are not locked-in until very close to the insurance policy effective
date. The anticipated benefits include:

           Achieve annual cost savings of approximately $102,6904 ($68,902 after taking
           into account reimbursement by certain Port tenants).
           Lock in competitive rates.
           Improve coverage as follows:
                o Pre-existing conditions coverage expanded to include additional locations.
                  That is, more locations than under the current policies will have pre-
                  existing conditions coverage.
                o Cleanup coverage expanded to include additional locations. For example,
                  the non-Airport locations currently do not have cleanup coverage. It is
                  anticipated that the Port will be able to expand cleanup coverage with
                  some restrictions for pre-existing conditions.



3
    “Layered” means a primary policy with excess follow form policy(s) to achieve an overall single limit per claim.
4
     See Footnote 6.


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                                                                              BOARD MTG. DATE: 10/06/11

                o Covered operations coverage. This coverage provides protection to the
                  Port in the event an employee causes a pollution claim on property not
                  owned by the Port. This coverage is not currently provided by all of the
                  Port’s existing policies.
                o Blanket non-owned disposal sites coverage. Currently, the Port must
                  specifically schedule disposal sites or go back to the insurance carrier to
                  ask permission to add a new disposal site in order to have coverage. This
                  would eliminate that requirement. The disposal sites are locations where
                  Port waste is taken for disposal.
                o Mold and Legionella coverage. The Port may be able to expand coverage
                  to include mold at the Airport.

With a consolidated program, only one policy limit will be available. This means that
the Port will be relying upon a single limit (compared to what currently exists -- which is
separate limits for specific locations). Given the frequency and type of historical losses,
Port staff believes that one overall policy limit is sufficient to cover potential pollution
events at all locations.

Options for Structuring the Insurance Program as of November 9, 2011
Table 2 presents a comparison of three options available to the Port concerning its
pollution liability insurance polices.

       Table 2 – Summary of Options for the Port’s Pollution Liability Insurance Program

                                      Option A                          Option B                        Option C
                                  Current Structure                    Consolidate              Let the Airport Policy
                                                                                                         Expire
Action:                       Renew the Airport pollution            Consolidate the four        Do not renew the Airport
                                 liability insurance policy   pollution liability insurance     pollution liability insurance
                                                expiring on    policies into one program                  policy expiring on
                                                11/09/2011                                                        11/09/2011
Results:
Insurance Carrier                   Illinois Union (ACE) &        Insurance Carriers (TBD)          Illinois Union (ACE) &
                                             Chubb Custom                                                    Chubb Custom
Number of Port Policies                                  4           1-2 (program may be                                 3
                                                                           layered for cost
                                                                               efficiencies)
Expiration Date                                   Various                      11/09/2016                         Various
Term                                           5-10 years                            5 years                   5-10 years
Limit                           $5,000,000 - $20,000,000                  $20,000,000 per       $5,000,000 - $20,000,000
                                         per occurrence;          occurrence; $40,000,000      per occurrence; $5,000,000
                                $5,000,000 - $40,000,000                         aggregate       - $40,000,000 aggregate
                                               aggregate
Deductible per Claim                 $100,000 - $500,000                          $250,000           $100,000 - $250,000
Annualized Premium                              $368,570                         $265,8805                      $193,616
                                                                                          6
Annualized Savings                                    N/A                        $102,690                       $174,954




5
    Based on initial proposals received as of September 19, 2011.
6
    Savings assumes a $1.33 million premium plus credit for the unused premium on the existing policies.



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                                                            BOARD MTG. DATE: 10/06/11

Option A: Renew the Airport pollution liability insurance policy expiring on November 9,
2011. It is anticipated that the insurance premium cost will be no higher than what is
currently being paid. Under this option, the Port would continue maintaining various
pollution liability insurance policies with various terms and conditions. The Board also
maintains the option of executing a consolidated pollution liability insurance policy in the
future as the other policies come up for renewal. This option is not recommended since
Option B is expected to provide lower costs and enhance insurance coverage. In
addition, with the expiration of the Airport policy, considerable pricing leverage exists
today to consolidate the policies because the Airport policy is the largest of the four
current policies.

Option B: Consolidate the Port’s four pollution liability insurance policies into one
program effective November 9, 2011 as described in “Proposals for Single Program
Structure” above to achieve an annual cost savings of approximately $102,6907
($68,902 after taking into account reimbursement by certain Port tenants) based on
quotes received to date, improve the scope of coverage and streamline administration.

Option C:       Allow the Airport pollution liability insurance policy to expire on
November 9, 2011 and maintain in effect the remaining pollution liability policies. This
option is not recommended because of the known and potential pollution exposures that
exist throughout the Airport.

On-Going Work to Finalize Consolidation of Pollution Liability Insurance Policies
The insurance carriers that responded to the request for bids issued by Marsh and the
Port are still in the process of reviewing the Port’s disclosures. As is customary in the
insurance market, terms, conditions and pricing are not locked-in until very close to the
insurance policy effective date. As a result, it is important to note, that it is possible
that through the insurance carriers’ on-going review or changes to the global insurance
market, pricing and scope of coverage may become more or less favorable. Based on
information that will become available between now and November 9, 2011:

           In the event the Port can consolidate the Port’s four pollution liability insurance
           policies under the terms as generally outlined above, Port staff requests Board
           authorization to secure such terms and execute a new consolidated pollution
           liability insurance program with the most responsive carrier(s) (Option B).
           In the event that the pricing and scope of coverage becomes significantly less
           favorable, Port staff requests Board authorization to renew the Airport pollution
           liability insurance policy at a cost no higher than the current (expiring) cost
           (Option A).




7
    See Footnote 6.



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                                                         BOARD MTG. DATE: 10/06/11

STRATEGIC PLAN

    Strategic Priority    Goal               Objective          How and When
    Area
    Sustainable           Goal A: Create     1. Maximize        The Port’s insurance
    Economic and          sustainable        the use of the     policies protect the Port’s
    Business              economic           Port’s existing    existing assets from
    Development           growth for the     assets             various risks, preserving
                          Port and                              the financial health of the
                          beyond                                Port in the event of these
                                                                risks. In addition, Option
                          Goal D:            2. Minimize        B reduces Port costs,
                                             expenditures       while enhancing
                          Improve the
                                                                insurance coverage.
                          Port’s financial
                          position.




BUDGET & FINANCIAL IMPACT

The costs associated with Option A, as presented in Table 2, are included in the
FY 2011-12 Operating Budget; however, Option A does not generate cost savings to
the Port. Option C generates savings but leaves the Port without adequate pollution
liability insurance coverage at the Airport.

Based on pricing received to date, Option B yields anticipated savings of approximately
$513,450 ($344,513 after taking into account reimbursement by certain Port tenants)
through November 9, 2016, compared to the Port’s current pollution liability insurance
structure. This translates to approximately $102,6908 of annual savings ($68,902 after
reimbursement by certain Port tenants). The savings, after reimbursement by certain
Port tenants, will directly reduce Port operating expenses and therefore improve the
Port’s financial position.

Marsh, the insurance broker for the Port’s pollution liability insurance program, will
receive a commission paid by the insurance carrier of approximately 15% -17% of the
insurance premium cost. This commission is included in the costs (and cost savings)
presented above.

STAFFING IMPACT

No staffing impact is anticipated.



8
    See Foonote 6.



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                                                      BOARD MTG. DATE: 10/06/11

SUSTAINABILITY

No sustainability opportunities are identified.


ENVIRONMENTAL

The California Environmental Quality Act (CEQA) Guidelines, Section 15061(b)(3) (“the
general rule”) states that CEQA applies only to projects that have the potential for
causing a significant effect on the environment. It can be seen with certainty that
authorizing and renewing Port of Oakland insurance policies will not have a significant
effect on the environment, and therefore this action is not a project under CEQA, and no
environmental review is required.


MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The matters contained in this Agenda Report do not fall within the scope of the Port of
Oakland Maritime and Aviation Project Labor Agreement (MAPLA) and the provisions of
the MAPLA do not apply.


OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

Not applicable.


GENERAL PLAN

Not applicable.


LIVING WAGE

Living wage requirements, in accordance with the Port’s Rules and Regulations for the
Implementation and Enforcement of the Port of Oakland Living Wage Requirements
(the “Living Wage Regulations”), do not apply because the requested action is not an
agreement, contract, lease, or request to provide financial assistance within the
meaning of the Living Wage Regulations.




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                                                        BOARD MTG. DATE: 10/06/11

OPTIONS

As discussed in the “Analysis” section, Port staff has identified the following options for
the Board’s consideration:

       Authorize the Executive Director to renew the Airport pollution liability insurance
       policy at a cost no higher than the expiration cost. This option maintains the
       Port’s current pollution liability insurance program structure. This is Option A as
       outlined in Table 2.

       Authorize the Executive Director to consolidate the Port’s four pollution liability
       insurance policies into a consolidated program effective November 9, 2011, with
       the most responsive carrier(s), terms generally consistent with those described
       under Option B in Table 2, an annualized premium of no more than $300,000,
       and annualized savings of no less than $25,000 (equivalent to a total premium of
       about $1.5 million and total savings of about $100,000 for a 5-year period, which
       is the policy duration currently being contemplated by staff).

       Allow the Airport pollution liability insurance policy to expire. This is Option C as
       outlined in Table 2. This option is not recommended because it would not provide
       pollution liability coverage for the Airport.


RECOMMENDATION

Port Staff recommends that the Board:

       Authorize the Executive Director to consolidate the Port’s four pollution liability
       insurance policies into a consolidated program effective November 9, 2011, with
       the most responsive carrier(s), terms generally consistent with those described
       herein as Option B, an annualized premium of no more than $300,000, and
       annualized savings of no less than $25,000.
       In the event the terms provided to the Port by November 9, 2011, deviate
       materially and unfavorably from those described herein as Option B, and/or the
       pricing does not achieve an annualized premium of no more than $300,000 and
       annualized savings of no less than $25,000, authorize the Executive Director to
       instead renew the Airport pollution liability insurance policy with pricing and
       coverage terms at least as favorable as those currently in effect.




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                                                           BUDGET & FINANCE Tab 3.4


                                                           BOARD MTG. DATE: 10/6/11



                               AGENDA REPORT
 TITLE:           Approval to Reimburse the City of Oakland $5,859,282 for General
                  Services and Lake Merritt Trust Services Rendered in Fiscal Years
                  2007-08 through 2009-10.

 AMOUNT:          $5,859,282

 PARTIES INVOLVED:

                    Corporate Name/Principal               Location
                    City of Oakland                        Oakland, CA


 TYPE OF ACTION:                      Resolution

 SUBMITTED BY:                        Sara Lee, Chief Financial Officer

 APPROVED BY:                         Omar Benjamin, Executive Director

FACTUAL BACKGROUND

The City of Oakland (City) incurs annual costs to (a) provide certain services to the Port
and (b) maintain Lake Merritt, which is State tidelands trust property managed by the City.
Services provided to the Port are referred to as “General Services” and include items such
as police, fire, and street maintenance. Services associated with Lake Merritt are referred
to as “Lake Merritt Trust Services” and include items such as recreation services, grounds
maintenance, security, and lighting.

Payments for these services are governed by the 1993 Eleventh Supplemental (General
Services) and Twelfth Supplemental (Lake Merritt Tidelands) Agreements to the 1983
Memorandum of Understanding between the Port and the City. In accordance with these
agreements, (a) the City bills the Port for the lesser of costs incurred or a calculated cost
cap and (b) Board approval is needed to transfer moneys in the Port Revenue Fund (“Port
funds”) to the City General Fund for General Services and Lake Merritt Trust Services.

The City has billed the Port a total of $5,859,282 for General Services and Lake Merritt
Trust Services in fiscal years (FY) 2007-08 through FY 2009-10. The City’s billings are as
follows:

FY 2007-08: $1,934,651
FY 2008-09: $1,940,833
FY 2009-10: $1,983,798




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                                                                        BOARD MTG. DATE: 10/6/11


ANALYSIS

The use of Port funds is restricted in several ways:

•     Port funds are tidelands trust funds and, as such, may be used only for trust-consistent
      purposes.
•     Section 717(3) of the Charter of the City of Oakland (Charter) sets forth nine purposes,
      in order of priority, for which Port funds may be used. The transfer of funds to the City
      General Fund is the last (ninth) priority and may occur only if the Board determines that
      the other eight purposes are adequately addressed. The nine purposes, in order of
      priority, are as follows1:

      1. Payment of debt service that is due and payable on general obligation bonds of the
         City issued for Port purposes;
      2. Payment of debt service that is due or becoming due on Port-issued debt, including
         related payments (e.g., reserve fund payments);
      3. Payment of all costs of maintenance and operation of the Port’s facilities;
      4. Payment to defray the expenses of pension or retirement plans;
      5. Investments in Port facilities (capital projects);
      6. Establishment of reserve or other funds to ensure the payment of debt associated
         with purpose (1);
      7. Establishment of reserve or other funds to ensure payment of debt associated with
         purpose (2);
      8. Establishment of other reserve funds; and
      9. Transfers to the City General Fund, to the extent Port funds are not needed for
         purposes one through eight.

BUDGET & FINANCIAL IMPACT

Port staff has recorded as a liability on its balance sheet the amounts invoiced by the City
for FYs ending June 30, 2008, 2009, and 2010. Upon payment, the Port’s liabilities will be
reduced by the amount of the payment. The payment of $5,859,282 will be made using
Port cash.

Port staff incorporated the subject payment in financial planning for FY 2011-12, including
in the development of cash flow projections. Based on this work, staff has determined that
the Port can reimburse the City without adversely affecting the Port’s financial position in
FY 2011-12.




1
    Text is paraphrased and summarized; for exact and complete text, refer to the City Charter.

                                                        2



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STAFFING IMPACT

The proposed action will not have any staffing impact.


SUSTAINABILITY

The proposed action does not provide opportunities for sustainability.

ENVIRONMENTAL

The proposal to reimburse the City for General Services and Lake Merritt Trust Services
was reviewed in accordance with the requirements of the California Environmental Quality
Act (CEQA), and the Port CEQA Guidelines. The general rule in Section 15061(b)(3) of the
CEQA Guidelines states that CEQA applies only to activities that have a potential for
causing a significant effect on the environment. It can be seen with certainty that there is
no possibility that authorizing the reimbursements will result in a physical change in the
environment, and therefore that action is exempt from CEQA and no further environmental
review is required.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The matters contained in this Agenda Report do not fall within the scope of the MAPLA
and, therefore, the provisions of the MAPLA do not apply.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

The matters contained in this Agenda Report do not involve construction and therefore the
OCIP does not apply.

GENERAL PLAN

The General Plan is not applicable to this action.

LIVING WAGE

Living wage requirements, in accordance with the Port’s Rules and Regulations for the
Implementation and Enforcement of the Port of Oakland Living Wage Requirements (the
“Living Wage Regulations”), do not apply because the requested action is not an
agreement, contract, lease, or request to provide financial assistance within the meaning of
the Living Wage Regulations.




                                              3



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                                                           BOARD MTG. DATE: 10/6/11


OPTIONS

1. Determine that $5,859,282 exists in the Port Revenue Fund and is not needed for any
   of the first through eighth purposes set forth in Section 717(3) of the Charter, and direct
   Port staff to transfer said amount from the Port Revenue Fund to the City General Fund
   pursuant to the ninth purpose for reimbursement of General Services and Lake Merritt
   Trust Services for FY 2007-08 through FY 2009-10.

2. Determine that such amount cannot be paid pursuant to the ninth purpose set forth in
   Section 717(3) of the Charter at this time, and direct Port staff to notify City staff that
   reimbursement of $5,859,282 for General Services and Lake Merritt Trust Services for
   FY 2007-08 through FY 2009-10 cannot be made at this time.


RECOMMENDATION

Staff recommends that the Board of Port Commissioners:

Determine that $5,859,282 exists in the Port Revenue Fund and is not needed for any of
the first through eighth purposes set forth in Section 717(3) of the Charter, and direct Port
staff to transfer said amount from the Port Revenue Fund to the City General Fund
pursuant to the ninth purpose for reimbursement of General Services and Lake Merritt
Trust Services for FY 2007-08 through FY 2009-10.




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                  STRATEGY & POLICY
This segment of the meeting is reserved for action or
discussion on Strategy and Policy Issues.




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                                                                     BOARD MTG. DATE: October 6, 2011



                                          AGENDA REPORT
TITLE:                   Approval of an Ordinance to Amend the By-Laws and Administrative
                         Rules (“By-Laws”) of the Board of Port Commissioners (“Board”)

AMOUNT:                  $0

PARTIES INVOLVED: Port of Oakland

TYPE OF ACTION:                                     Ordinance

SUBMITTED BY:                                       David Alexander, Port Attorney

APPROVED BY:                                        Omar Benjamin, Executive Director
                                                    David Alexander, Port Attorney


FACTUAL BACKGROUND

The By-Laws are the rules and procedures by which the Board operates and conducts the
business of the Port. The By-Laws are amended from time to time to keep them current
with existing practice, to streamline procedures, and to implement new approaches to
management. The revisions to the By-Laws attached hereto are proposed for these
reasons. Such revisions have been developed in collaboration with the Executive Director,
Secretary of the Board, and Division Directors.

ANALYSIS

The amendments to the By-Laws proposed are attached hereto. The rationale for such
amendments are as follows:

Article      Section        Rationale
I            1              Language cleanup.
             2              Simplifies procedures for election of Board officers.
II           1              Updates Board meeting schedule to reflect current practice.
             2              Language cleanup.
III          1              Clarifies that Secretary and Auditor are direct reports.
             2              Clarifies that ordinances may be introduced or passed at special
                            meetings.
             3, 5           Language cleanup.
             6              Clarifies that Secretary attestation shall be performed only as needed.
             7              Updates naming convention for Agenda Report.
             8              Language cleanup and clarifies that “appointments” may include
                            internal promotions.

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Article      Section        Rationale
IV           1              Language cleanup.
V            1              Updates the order of business for Board meetings to reflect current
                            practice.
VI           1, 2           Language cleanup.
             3              Updates language to reflect the dissolution of Board committees.
             4              Language cleanup.
VIII         1, 2           Updates language to reflect actual practice (due to technological
                            advancements).
             5, 8           Language cleanup.
IX           1              Language cleanup.
             2              Updates language to match current naming convention.
             3              Clarifies that Board action is only taken by ordinance or resolution.
             5, 6, 7,       Language cleanup.
             8
             8e(v)          Under the current language of the By-Laws, real property may be
                            leased on a short-term basis at less than a pre-approved rental rate, or
                            where no pre-approved rental rate has been adopted, for up to 180
                            days so long as the agreement is sent to the Board within 90 days.
                            This has led to two inefficient requirements: 1. Agreements for
                            temporary uses of 90 days or less must be prepared for Board review
                            even though the tenancy has already terminated; and 2. Agreements
                            for temporary use between 90 and 180 days must be prepared for
                            Board review even though only a maximum of 90 days may be left in
                            the tenancy. The proposed language permits temporary activities for
                            up to 180 days without Board approval. The proposed language also
                            allows periodic but non-continuous activities lasting up to a year
                            without Board approval. This would permit Executive Director approval
                            for access by delivery companies, contractors etcetera who may be
                            seeking a right of access from time to time for a limited duration.
             9              Language cleanup.
             11, 12         Language updated to reflect current practice.
             14             Clarifies that Executive Director-approved Administrative Policies and
                            Procedures must comply with (and are subservient to) Port and
                            generally applicable rules and laws.
             17             Removes the ability for the Executive Director to also serve as Chief
                            Engineer.
             20             Language updates list of divisions and corrects naming conventions for
                            same.
             22             Language updated to reflect changes to Stormwater law.
             23             Language would establish a special Environmental Review Hearing
                            process in instances where the Port has lead agency jurisdiction that
                            will afford the public greater involvement in the CEQA process, ensure
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                                                                     BOARD MTG. DATE: October 6, 2011


Article      Section        Rationale
                            more thorough environmental review, and provide important legal
                            protections for Port projects.

                            Currently the Board considers CEQA documents in a limited manner
                            as part of larger Board meetings, is not provided with substantive
                            opportunities to respond to environmental concerns, and its decisions
                            are subject to immediate appeal to the Superior Court.

                            Benefits include:

                            1. Creation of a dedicated public meeting for environmental issues for
                               Port projects.    The Environmental Review Hearing with the
                               Executive Director (or designee(s)) sitting as Permit Hearing
                               Officer(s) would be a noticed public hearing dedicated solely to
                               environmental review of the subject project with the public having a
                               “seat at the table” rather than having to attend a general Board
                               meeting devoted to a number of unrelated topics.

                            2. Establishment of a short time frame/statute of limitations (14 days)
                               for project opponents to formulate and document issues, and
                               requiring an administrative appeal fee of $750. Port staff would not
                               have a prescribed time limit to respond to the issues raised in
                               appeal. Further, the scope of issues to be analyzed by the Port
                               would be limited to only those issues raised in appeal. Any issues
                               subsequently brought to Court would be limited to the issues
                               brought to the Board on appeal under the principles of exhaustion
                               of administrative remedies.

                            3. Providing staff with an opportunity to substantively and fully
                               respond to environmental concerns raised.

                            4. Avoiding the uncertainty associated with a project opponent
                               immediately appealing the Port’s decision to Superior Court.

                            5. Allowing Port staff the opportunity to use Negative Declarations
                               (“ND”), rather than EIRs, because the appeal process frames
                               issues in order to determine if an EIR is warranted.

                            6. Involving the Board in all steps of a project as it would delegate
                               specific authority to the Executive Director on a case-by-case basis,
                               and would ensure that the Board would still approve future
                               discretionary actions for the subject project.

                            7. Establishment of a uniform administrative remedy process
                               throughout the Port. (This administrative review model is already in
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                                                                     BOARD MTG. DATE: October 6, 2011


Article      Section        Rationale
                               place for the Airport Business Park).

                            8. Using the Board’s time efficiently as it need only consider CEQA
                               (ND/EIR) issues at the appeal process, and it can delegate less
                               important decision making to the Executive Director.

                            9. Providing an appeal process similar to other major jurisdictions
                               (such as the City of Oakland (Planning Commission to City
                               Council)).
X            5              Language cleaned up and updated to reflect the dissolution of Board
                            committees.
             7              Conforms Port Attorney professional service authority to Ordinance
                            1606.
             10, 11         Language cleanup.
XI           2              Language cleanup.
XII          1, 2           Language cleanup.
             3              Language updated to reflect new naming convention for divisions.
XIII         1              Clarifies that By-Laws should only be amended by ordinance in
                            keeping with Charter requirements.
             2              Removes mailing requirement, in keeping with technological advances.

BUDGET & FINANCIAL IMPACT

None, however increases in staff efficiency and reduction in potential exposure to CEQA
litigation are anticipated.

STAFFING IMPACT

None. Incremental additional staff time in conducting Environmental Review Hearings are
anticipated to be more than offset by reduction in potential CEQA litigation.

SUSTAINABILITY

The Environmental Review Hearings proposed would provide greater opportunity for
community involvement with and input into the environmental review process.

ENVIRONMENTAL

The California Environmental Quality Act (CEQA) Guidelines, Section 15061(b)(3) (“the
general rule”) states that CEQA applies only to projects that have the potential for causing
a significant effect on the environment. No such effect is anticipated here, although the
Port’s environmental review process would be strengthened.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)
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                                                                     BOARD MTG. DATE: October 6, 2011


The matters contained in this Agenda Report do not fall within the scope of the Port of
Oakland Maritime and Aviation Project Labor Agreement (MAPLA).

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

The Owner Controlled Insurance Program (OCIP) does not apply to the actions proposed.

GENERAL PLAN

This action does not meet the definition of “project” under the City of Oakland General Plan,
and no conformity determination is required.

LIVING WAGE

Living wage requirements, in accordance with the Port’s Rules and Regulations for the
Implementation and Enforcement of the Port of Oakland Living Wage Requirements (the
“Living Wage Regulations”), do not apply because the requested action is not an
agreement, contract, lease, or request to provide financial assistance within the meaning of
the Living Wage Regulations.

OPTIONS

    1. Introduce and pass an ordinance adopting all of the proposed amendments to the
       By-Laws.

    2. Introduce and pass an ordinance adopting some of the proposed amendments to
       the By-Laws.

    3. Direct the Port Attorney to alter some or all of the proposed amendments to the By-
       Laws.

    4. Do not introduce and pass an ordinance adopting the proposed amendments to the
       By-Laws.

Recommendation

The Port Attorney recommends introduction and passage of an ordinance adopting all of
the amendments to the By-Laws proposed in this Agenda Report (and attachments hereto)
for the reason stated herein.




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              [Draft Revisions re Updates to By-Laws
                        in BLUE AND RED]

                       BY-LAWS AND ADMINISTRATIVE RULES

                         BOARD OF PORT COMMISSIONERS

                            (Revised on _________)



                                     ARTICLE I.


      Members and Officers - Elections.

                1.   The   Board  of   Port   Besides seven
      Commissioners   (“Board”)  shall   consist   of seven
      Commissioners, including , the officers of the Board
      shall consist of a President, First Vice President,
      and Second Vice President. The , Secretary, Executive
      Director, Port Attorney, Auditor, and such other
      officers as may be appointed by it, shall each report
      directly to the Board.

                2.    The President, First Vice President and
      Second Vice President shall be elected by the Board
      from among members of the Board at the first regular
      meeting held during the month of July in each year,. At
      such meeting, the President shall call for nominations
      from the floor, including self-nominations, which shall
      be recorded in the order received, and which shall not
      require a second. Each Commissioner shall have the right
      to nominate one or more members of the Board for each of
      the three officer positions.   Nominees shall be limited
      to those members of the Board who have indicated they
      would serve if elected. When nominations are completed,
      voting shall be conducted by voice vote on first the
      office of President, then the office of First Vice
      President, and then the office of Second Vice President.
      Voting on each nominee shall be conducted in the order of
      nominations received for each office.     A vote of the
      majority of the members of the Board shall be required to
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      elect an officer.     After the election, a resolution
      declaring the election of the new officers shall be
      prepared.   Passage of the resolution shall be the first
      order of business at the next regular meeting. The newly
      elected officers shall take office upon passage of the
      resolution and such officers shall take office at the
      time designated by the Board and shall serve until
      their successors are elected by the Board..          The
      result of such election shall be expressed by
      resolution.

                                     ARTICLE II.

      Meetings.

                1.   Regular meetings shall be held in the
      Port of Oakland (“Port”) Building, 530 Water Street,
      in the City of Oakland, unless the Board designates
      and notices another location pursuant to Section 3
      hereof.    The Board shall set a regular meeting
      schedule by resolution or motion which shall be
      amended from time to time by the Board., at the hour
      of 3:00 p.m., on the first and third Thursday Tuesday
      of each month, except when such Thursday Tuesday falls
      upon a holiday recognized by the Board, whereupon the
      meeting shall be held upon the next business day. The
      formal regular meeting, at which motions, resolutions
      or ordinances may be adopted and public hearings may
      be conducted, shall be held in the Board Room, and
      shall commence upon the Board Roll Call establishing a
      quorum of the Board in accordance with Article II,
      Section 2 hereof.

                2.   Four members of the Board Commissioners
      shall constitute a quorum for the transaction of
      business, and four affirmative votes shall always be
      required to pass any ordinance, resolution or motion,
      or such other greater numbers of votes as are required
      by the Charter of the City of Oakland (“City Charter”)
      or other applicable law.

                3.  Whenever a meeting of the Board shall
      be held at a place other than the regular meeting
      place,   in  addition  to  other   applicable legal
      requirements, public notice of the place of such
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      meeting and subjects to be discussed shall be posted
      in the public notice cabinet in the lobby of the Port
      of Oakland Building for a period prior to such meeting
      as required by law.

                4.   Closed sessions shall be held only
      during the formal portion of a regular meeting or a
      special meeting. Only those matters permitted by law
      shall be considered in a closed session.      Prior to
      holding any closed session, the President shall
      disclose or call upon the Port Attorney to disclose in
      the open meeting the item or items to be discussed in
      closed session, by reference to the item or items as
      they are listed by number, letter or otherwise on the
      agenda. In the closed session, the Board may consider
      only those matters covered in the statement.      After
      holding the closed session, the Port Attorney or Board
      Secretary shall disclose in open meeting, to the
      extent required by law, of any final actions taken by
      the Board in closed session.

                5.   As to all other matters, including, but
      not limited to, adjournment of meetings, calling of
      special meetings or emergency meetings, giving of
      notice and holding of closed sessions, the provisions
      of Title 5, Division 2, Part 1, Chapter 9 of the
      Government Code of the State of California, relating
      to the meetings of legislative bodies of local public
      agencies, shall be and are hereby adopted and shall
      apply with respect to the meetings of this Board. In
      the event of any conflict between these By-Laws and
      Administrative Rules and said provisions of the State
      law, the latter shall control and apply.




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                                     ARTICLE III.

      Proceedings of the Board.

                1.   All actions taken by the Board shall be
      by resolution, except when, pursuant to the provisions
      of the City Charter or law, it is necessary to act by
      ordinance. The Board’s adoption of a motion shall be
      the means by which the Board implements parliamentary
      procedure at meetings or instructs the Executive
      Director, or Port Attorney, Secretary, or Auditor, but
      in no event shall the adoption of a motion bind the
      Port on any matter, contractual or otherwise, with
      regard to any third party.

                2.   To constitute an ordinance of the
      Board, an action shall comply with the requirements of
      an ordinance set forth in Article VII of the City
      Charter.   Ordinances may be introduced and passed at
      regular or special meetings of the Board.           To
      constitute a resolution of the Board, an action shall
      be evidenced by a document entitled “Resolution” and
      signed or initialed by the Port Attorney (which
      signature or initial may be in electronic form
      authorized by the Port Attorney).

                3.   All contracts and other commitments
      made by the Board, including contracts and commitments
      with respect to any lease, development or use of any
      Port property, shall be made by resolution except when
      an ordinance is required by the City Charter or law,
      or except as otherwise provided by Port ordinance or
      these By-Laws and Administrative Rules of the Board.
      Except as expressly provided in the written agreement
      approved by resolution or ordinance of the Board, or
      in the resolution or ordinance itself, no agreement
      approved by the Board may be modified except in
      accordance with the written agreement, a resolution or
      an ordinance.    The Port Attorney shall have direct
      control   over   processing  of   contract  documents,
      including internal staff review and execution by third
      parties and the Port.

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                4.   A record of the vote on any ordinance,
      resolution or motion shall be made by “ayes”, “noes”
      or “abstains” in the minutes of the Board.        Any
      recusal of or by a member of the Board shall also be
      recorded, along with the stated cause or reason for
      the recusal.

                5.   The proceedings of the Board shall be
      carried on in such manner and with such dispatch as
      may be mutually agreeable to the members of the Board.
      Robert’s’ Rules of Order shall normally be applied for
      the governing of any proceeding, and when applied no
      resolution or ordinance shall be considered or other
      action taken until the same has been duly moved,
      seconded and carried.   All ordinances and resolutions
      passed by the vote of the members of the Board present
      at any meeting shall be deemed to have been moved,
      seconded and passed in due form, provided that no
      action of the Board shall be invalidated by reasons of
      noncompliance with Robert’s’ Rules of Order.

                6.   Except as otherwise may be required by
      the City Charter, other applicable law or resolution
      or ordinance of the Board, whenever the Board has
      approved and authorized execution for and on behalf of
      the Board of any contract, agreement or lease, the
      Executive Director shall be authorized to execute, and
      the Secretary to attest, if necessary, the document
      for and on behalf of the Board subject to the approval
      of the Port Attorney as to form and legality.

                7.   Approval of any building permit for
      building and construction onof Port-owned property by
      a Port tenant (or subtenant) or by a licensed
      contractor for which the Executive Director recommends
      a determination of exemption from the California
      Environmental Quality Act (“CEQA”) will be presented
      for Board consideration and action by a blanket
      resolution covering all such permits to be considered
      at   that   Board   meeting  and    will  not   require
      presentation   of  an   Agenda   ReportSheet  for   the
      individual or collective permit items.         Building
      permits for work included in a project design which
      has previously been given conceptual approval by
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      resolution or ordinance of the Board may also be
      included in said blanket resolution without the
      presentation of a separate Agenda Report; provided the
      work is consistent with the Board’s previous project
      design approval.

                8.   Appointments   of   employees   to  Port
      positions implemented by the Executive Director,
      without Board ratification as provided in these By-
      laws and Administrative Rules, and other delegated
      personnel actions taken by the Executive Director
      shall be reported to the Board on a quarterly basis by
      a report from the Executive Director, setting forth
      the effective date of each action taken, a description
      of the action, the names of personnel affected,
      additionally   with   respect   to   appointments,  the
      classification title and salary rate assignment.    The
      Board Secretary, Port Attorney, and Port Auditor may
      raise with the Board any concerns that arise regarding
      the Executive Director’s failure to approve an
      appointment or promotion recommended by the Board
      Secretary, Port Attorney, or Port Auditor.


                                     ARTICLE IV.

      Committees.

                1.   The Board may at any time convene as a
      Committee of the Whole and may designate standing
      committees, and the President or Board may from time-
      to-time appoint such other ad hoc committees toas will
      assist in the transaction of the business of the
      Board.

                2.    Each committee shall be advisory to the
      Board.       It   shall   investigate   and   formulate
      recommendations on matters referred to it by the
      President or by the Board.       In the course of its
      investigation and formulation of recommendations to
      the Board, it shall consult with the Executive
      Director.    Each committee shall meet from time-to-
      time, as its responsibilities require and upon the
      call of the committee’s Chair.     Each committee shall
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      report to the Board at a regular or special meeting a
      summary of all matters considered and its findings and
      recommendations thereon.


                                     ARTICLE V.

      Order of Business.

                 1.  The order of business at meetings of
      the Board (except work sessions) shall be as follows--
      :established by Board motion or resolution, in
      accordance with all applicable open meeting laws, and
      shall be amended from time to time at the pleasure of
      the Board.

             a.  Roll call.
             b.  Closed Session
      c.      Closed Session Report
      d.   President’s Report
      e.   Executive Director’s Report
      f.   Public hearings.
      g.   Committee reports
      h.   Action      upon      committee           recommendations
      (Resolutions and Ordinances).
           i.    Approval of minutes
      j.   Summary items.
      k.   Adjournment.

                                     ARTICLE VI.

      President.

                 1.   The exclusive control and management of
      the Port Department is vested in the Board of Port
      Commissioners.    The President shall be the presiding
      officer of the Board, shall preside at all meetings of
      the Board, and shall have the right to vote on all
      questions.    The President shall see that the laws of
      the City pertaining to the activities of the Port and
      the actions of the Board are faithfully executed, and
      shall exercise such other powers and perform such
      other duties consistent with the office of the

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      Presidency as may be conferred upon the President by
      the Board, the City Charter or otherwise by law.

                2.   The President may, subject to legal
      requirements, call meetings of the Board and shall
      call a meetingat all times upon the written request of
      three members.    The President, in consultation with
      the    Executive    Director,   may    withdraw   from
      consideration any item appearing on the Agenda.

                3.   In the absence of any BoardCommissioner
      member of a standing committee, if such a committee
      has been established, from a standing committee
      meeting,   the   President   may   designate   another
      Commissioner to substitute for the absent member for
      that meeting.

                4.   The President shall sign all ordinances
      and such contracts, leases, contract drawings or plans
      and other documents required to be signed for and in
      the name of the    Board unless otherwise provided for
      in these By-Laws and& Administrative Rules, resolution
      or ordinance of the Board.

                                     ARTICLE VII.

      Vice President and Second Vice President.

                The First Vice President shall, in case of
      the absence or disability of the President, act in the
      President’s place and stead and perform the duties of
      such office. In case of the absence or disability of
      both the President and First Vice President, the
      Second Vice President shall act in the place and stead
      of the President or Vice President.

                                     ARTICLE VIII.

      Secretary.

                1.  The Board shall appoint the Secretary
      of the Board by resolution.      The Secretary shall
      attend all meetings of the Board and keep a true and
      correct record of all of its proceedings and the
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      minutes of all meetings, which minutes shall include
      the number and title of all resolutions passed by the
      Board and a record of the vote thereon.     The minutes
      shall also include the title of all ordinances passed
      by the Board, the number of the ordinance at the time
      of its final adoption and a record of the vote thereon
      upon its passage to print and final adoption. Copies
      of the minutes shall be typed and furnished each
      member of the Board prior to the next stated meeting.
      Original copies of minutes, bearing the signature of
      the Secretary and approval stamp of the Board, shall,
      following approval, be bound and kept in permanent
      volumes entitled “Minute Book.”        Copies of such
      approved minutes shall also be made and kept in an
      electronic format available to the public.

                2.   The Secretary shall keep intact the
      original copy of, and index, all ordinances adopted by
      the Board,. including the affidavit of due publication
      thereof, and when convenient shall bind such documents
      into permanent records in books entitled “Port
      Ordinances.”    The original copy of all ordinances
      shall contain a record of the vote or other action of
      the members of the Board and shall be signed by the
      President and be attested by the Secretary and bear
      the approval of the Port Attorney as to form and
      legality. The Secretary shall also cause a permanent
      record to be kept electronically of each ordinance.
      All ordinances shall be numbered in numerical order,
      and at all times be open to public inspection.
      Following the adoption of any ordinance, the Secretary
      shall duly certify and file a true copy thereof with
      the City Clerk of the City of Oakland on a bi-annual
      basis.

                3.   The Secretary shall also keep intact
      the original copy of all resolutions of the Board,
      with a record thereon of the vote or other action, and
      when convenient shall bind such documents into
      permanent   records  in   books  and   entitled  “Port
      Resolutions.”     The Secretary shall also cause a
      permanent record to be kept electronically of each
      resolution.    All resolutions shall be numbered in
      numerical order.
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                4.   The Secretary shall, whenever required,
      prepare copies of any ordinance or resolution, with
      the Secretary’s certificate annexed thereto, stating
      that the same is a true copy duly and regularly passed
      by the Board on the date specified, and that the same
      was published and passed in the time, form and manner
      required by law, and shall furnish such other
      certificates for and on behalf of the Board as may be
      required.

                5.   The Secretary shall be the custodian of
      the official seal of the Port of Oakland, and of all
      reports, books, papers, contracts, deeds, leases and
      other documents and records of the Board.

                6.   The Secretary shall, in the Secretary’s
      official capacity, sign or attest such documents and
      official papers relating to the Port, and affix the
      official seal thereto, when and as may be directed by
      the Board, and perform such other duties as may be
      assigned to the Secretary by the Board or be required
      by law.

                7.   The Secretary shall perform such other
      services and assume such other responsibilities and
      duties as the Board may require, and shall assist the
      Executive Director in carrying out the duties of the
      Executive Director’s office.

                8.    Subject to the terms of applicable Port
      policies and the Charter, one or more assistant
      secretaries may be appointed to assist in the
      performance of duties of the Secretary, provided,
      however, that the the existing at-will nature of the
      employment relationship between the Port and such
      employees   may   not   be  altered.     In  connection
      therewith, the Secretary shall:

                   a.  prescribe and supervise the duties
      of and assign, reassign, and discipline any such
      employees;



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                          b. prescribe the duties of and be
      responsible       for the performance by an assistant
      secretary;

                     c.   increase and/or advance salaries
      within   existing   grade   or   schedules, including
      provision for premium pay of staff in the Secretary’s
      office and grant salary increases under incentive pay
      programs established by the Board; and

                     d.   initiate    and     process    the
      completion of desk audits and take such actions
      consistent with the powers delegated to the Secretary,
      or to recommend actions to the Board to the extent
      such powers have not been so delegated to the
      Secretary, to effect salary adjustments as deemed
      appropriate by the Secretary or Board as the case may
      be.

                                     ARTICLE IX.

      Executive Director.

                1.   The Executive Director shall be the
      chief executive and administrative officer of the Port
      and is the Executive Director employed and appointed
      in accordance with Section 706(21) of the City Charter
      of the City of Oakland. The Executive Director shall
      be in charge of the Board's business and properties
      and shall be responsible for their efficient and
      economical administration.     The Executive Director
      shall, as directed by the Board, carry out its
      policies and projects. The Executive Director, shall,
      for and on behalf of theis Board, subject to the
      provisions of Article IX of the City Charter, Port
      Ordinance No. 2199, as hereafter amended from time-
      to- time, and such other limitations as may be placed
      from time- to- time by the Board, have the power and
      it shall be his/her duty:

                    a.   with respect to civil service
      employees, to prescribe and supervise the duties of
      and appoint, including redesignate, promote, assign,
      reassign and discipline civil service employees to or
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      from existing Port positions, as necessary           for   the
      administration of the affairs of the Board;

                     b.   with respect to all non-civil
      service employees below Division Director level, to
      review and approve appointments in accordance with
      applicable Port policies regarding appointment of
      employees into non-civil service positions.         In
      addition, with respect to non-civil service employees
      other than those reporting to the Port Attorney,
      Secretary or Auditor, to do or perform the duties set
      forth below as necessary for the administration of the
      affairs of the Board, except to alter the existing at-
      will nature of the employment relationship between the
      Port and such employees, including to:

                                (1)   prescribe and supervise    the
      duties of and         assign,   reassign, and discipline   any
      such employee;

                          (2) fill     positions,  including
      promote or redesignate persons to positions as have
      been duly created or reclassified by the Board, as the
      case may be, subject to prior approval by theis Board
      of the staffing plan and budget providing for said
      positions, and provided, further, that the Executive
      Director, in exercising said powers, shall comply with
      applicable Port policies regarding the appointment of
      employees into non-civil service positions;




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                     c.   to    increase      and/or     advance
      salaries   within   existing   grades     or   schedules,
      including provision for premium pay     of an employee's
      classification, and grant salary         increases under
      incentive pay programs established by   the Board;

                     d.   to   initiate   and   process the
      completion of desk audits and, subject to applicable
      Port policies, to take such actions consistent with
      the powers delegated to the Executive Director, or to
      recommend actions to the Board to the extent such
      powers have not been so delegated to the Executive
      Director, to effect classification and/or salary
      adjustments as deemed appropriate by the Executive
      Director or Board as the case may be; and

                     e.   to report to the Board on all
      appointments and terminations on a quarterly basis.

                2.    The Executive Director shall prepare,
      or   cause    to    be   prepared,   estimates,    plans,
      specifications and drawings required for the Board,
      and   act    as    purchasing   agent    for   all    the
      divisionsdepartments of the PortBoard.

                 3.   The Executive Director shall enforce
      all   resolutions    orders,  rules,   regulations  and
      ordinances    adopted   by   the   Board   relative  to
      regulations, operation and control of the “Port Area,”
      and the operation and management of the Port and its
      facilities.

                4.   The Executive Director shall supervise
      and manage the construction and maintenance work
      authorized or ordered by the Board.

                5.   The Executive Director or his designee
      shall have the authority to designate and assign space
      in the Port Maritime or seaport area for temporary
      occupancy and use of: (a) berths, or landings for the
      use of vessels at any pier or wharf;, (b) warehouses
      or other like facilities;, (c) lots for parking or
      operation   of   other   ancillary  maritime   support
      services; provided that such designation or assignment
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      shall be (1) at the rates or charges for the use of
      such facilities duly established by the Board, (2)
      subject to Maritime tariffs, rules and regulations
      governing the same, (3) cancelable or revocable upon
      30-days notice, (4) exempt from CEQA or appropriately
      analyzed under CEQA, and (5) made with a form approved
      by the Port Attorney.

                 6.   The Executive Director or his designee
      shall have the authority to designate and assign space
      in the Port Aviation or airport area for temporary
      occupancy and use of: (a)aircraft hangar bay;, (b)
      warehouses or other like facilities;, (c) lots for
      parking or operations of other aviation support or
      ground handling services, including apron parking; and
      (d)space within buildings for concession storage,
      incidental use for office functions or governmental
      functions;    provided   that   such   designation  or
      assignment shall be (1) at the rates or charges for
      the use of such facilities duly established by the
      Board, (2) subject to tariffs, rules and regulations
      or airline rates and charges governing the same, (3)
      cancelable or revocable upon 30-days notice,       (4)
      exempt from CEQA or appropriately analyzed under CEQA,
      and (5) made with a form approved by the Port
      Attorney.

                7.   The Executive Director or his designee
      shall have the authority to designate and assign space
      in the Port Commercial Real Estate area for temporary
      occupancy and use of: (a)unimproved land for temporary
      use, staging or parking;, (b) warehouses or other like
      facilities;, (c) lots for parking or operations of
      other commercial real estate maintenance services; and
      (d)space within buildings for storage, incidental use
      for   office  functions  or   governmental  functions;
      provided that such designation or assignment shall be
      (1) at the rates or charges for the use of such
      facilities duly established by the Board, (2) subject
      to tariffs, rules and regulations governing the same,
      (3) cancelable or revocable upon 30-days notice, (4)
      exempt from CEQA or appropriately analyzed under CEQA,
      and (5) made with a form approved by the Port
      Attorney.
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                8.   Unless otherwise provided for in these
      By-Laws and Administrative Rules, the Board shall
      approve any lease, license and concession agreement,
      space/use permit or grant of the right of entry or
      occupancy of Port pProperty (“Rental Agreement”).
      However, with respect to any Rental Agreement for the
      temporary use, entry or occupancy for a period not to
      exceed one year (“Temporary Rental”), the Executive
      Director shall have the following authority for
      approval and execution of the Temporary Rental
      pursuant to the following procedures and limitations:

                     a.   The Executive Director or his
      designee will annually submit to the Board, in closed
      session convened pursuant to Section 54956.8 of the
      Government Code, (i) a listing of potential Port
      properties which are available for Temporary Rentals
      and (ii) the proposed rental charges for each type or
      class of properties available for Temporary Rentals
      where duly adopted rates and charges or Tariffs do not
      apply.   At the closed session meeting in which the
      said rental recommendations are considered, the Board
      will instruct the Executive Director with respect to
      the rates and terms to be negotiated with existing or
      prospective lessee, licensee or permittee of any
      Temporary Rentals (“Target Rental Rates”) for which
      there are no currently applicable rates and charges or
      tariff rates. The said listing of properties with an
      identification of existing or prospective lessees,
      licensees or permittees, where available, and without
      Target Rental Rates will be made available to the
      public as part of the Board agenda;

                     b.   With respect to Port properties
      located at the Aviation or Airport area of the Port,
      the Director of Aviation, as a designee of the
      Executive Director, shall have the authority to enter
      into any Rental Agreement for Temporary Rental in a
      form approved by the Port Attorney provided that (i)
      the rental rate shall be no less than the currently
      applicable rates and charges or tariff rates or, if
      there is no currently applicable rates and charges or
      tariff rate, no less than ninety percent (90%) of the
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      Target Rental Rates and (ii) the Temporary Rental is
      exempt from the CEQA or an appropriate CEQA analysis
      has been duly performed and adopted;

                     c.   With respect to Port properties
      located in the Maritime or seaport area of the Port,
      the Director of Maritime, as a designee of the
      Executive Director, shall have the authority to enter
      into any Rental Agreement for Temporary Rental in a
      form approved by the Port Attorney provided that (i)
      the rental rate shall be no less than the currently
      applicable rates and charges or tariff rates or, if
      there is no currently applicable rates and charges or
      tariff rate, no less than ninety percent (90%) of the
      Target Rental Rates and (ii) the Temporary Rental is
      exempt from the CEQA or an appropriate CEQA analysis
      has been duly performed and adopted;

                     d.   With respect to Port properties
      located in the Commercial Real Estate area of the
      Port, the Director of Commercial Real Estate, as a
      designee of the Executive Director, shall have the
      authority to enter into any Rental Agreement for
      Temporary Rental in a form approved by the Port
      Attorney provided that (i) the rental rate shall be no
      less than the currently applicable rates and charges
      or tariff rates or, if there is no currently
      applicable rates and charges or tariff rate, no less
      than ninety percent (90%) of the Target Rental Rates
      and (ii) the Temporary Rental is exempt from the CEQA
      or an appropriate CEQA analysis has been duly
      performed and adopted .

                     e.   With   respect   to   any   Rental
      Agreement for Temporary Rental for entering or use of
      Port pProperties for the purposes of (i) performing
      temporary construction by a contractor of the Port,
      (ii) installing utility lines or equipment by a third
      party utility or governmental agency, (iii) installing
      and implementing regulatory environmental testing,
      monitoring or data collection, (iv) environmental or
      toxic material remediation, clean up or monitoring,
      (v) continuous activities lasting no more than 180
      days or periodic but non-continuous activities lasting
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      up to one year, or (vi) other similar temporary
      occupancy and use necessary for utility service or
      compliance   with   regulatory,   health   and  safety
      standards, the Executive Director or his designee
      shall have the authority to enter into any such Rental
      Agreement for Temporary Rental in a form approved by
      the Port Attorney provided that the Temporary Rental
      is exempt from the CEQA or an appropriate CEQA
      analysis has been duly performed and adopted.

                     f.   With   respect   to   any   Rental
      Agreement for Temporary Rental for a rental rate less
      than the currently applicable rates and charges or
      tariff rates or, if there is no currently applicable
      rates and charges or tariff rate, ninety percent (90%)
      of the Target Rental Rate, the Executive Director or
      his or her designee may enter into such Rental
      Agreement subject to subsequent ratification by the
      Board within ninety (90) days of the execution of the
      Rental Agreement.    All such Rental Agreements shall
      provide that the Rental Agreement is subject to
      ratification by the Board and it shall terminate at
      the end of one hundred and twenty (120) days after the
      execution date of the Rental Agreement if the Board
      fails to ratify the Agreement within ninety (90) days
      of the execution date.


                     g.    No Rental Agreement for Temporary
      Rental under this Article IX, SectionParagraph 8 may
      be for a term of longer than one year and no such
      Rental Agreement or Rental Agreements may be renewed
      or extended (including on an “month-to-month” basis)
      so that the total aggregated period of entry, use or
      occupancy   by  the    contractor,   permittee, lessee,
      concessionaire    or    tenant    under    such  Rental
      Agreement(s) is longer than one year, except by
      resolution or ordinance of the Board.

                9.   The Executive Director shall, without
      the approval of the Board, have authority to make
      purchases of material, supplies and services needed in
      the management and operation of the Board affairs and
      to let contracts pursuant to and subject to the
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      limitations of Port Ordinance 1606 as amended or any
      successor oOrdinance of the Board.

                10. The Executive Director shall, subject
      to ratification by the Board, have authority to act in
      cases of extreme emergency requiring immediate action
      on the Executive Director’s part, to grant permits or
      let contracts essential to alleviating the conditions
      creating the emergency.

                11. The Executive Director may recommend
      the adjustment of any claim against the Board, in full
      or by compromise, including contracts for work or
      material ordered by the Board, and, from time-to-time,
      render such reports, estimates or recommendations to
      the Board as the Executive Director may deem necessary
      or convenient for the proper dispatch of the business
      of the Port, or the furtherance of its welfare.

                12. The   Executive   Director   shall  draw
      checks upon the revolving and petty funds of the Port
      in payment of transient laborers and other incidental
      expenses in the manner prescribed by the Port
      oOrdinance, countersign all claims presented to the
      Board as to correctness, and shall sign as Executive
      Director purchasing orders, contracts, rental and
      other   agreements,  warehouse   receipts,   maps  and
      drawings, and other documents pertaining to the
      business of the Port when so directed by the Board, or
      when required in the prompt dispatch of the business
      of the Port.

                 13. The Executive Director shall prepare
      each month a report of the business and progress of
      the Port and file the same with the Board.    Copies
      thereof shall be mailed to such city officials,
      shippers and other persons, as may be designated by
      the Board.

                14. The Executive Director shall have the
      authority to issue, from time-to-time, Administrative
      Policies and Procedures governing the conduct of the
      affairs of the Port Department, provided that the
      Administrative Policies and Procedures are consistent
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      with these By-Laws and Administrative Rules, the City
      Charter, and applicable law.

                15. The Executive Director shall personally
      attend all meetings of the Board and represent the
      Port in all official matters, unless otherwise
      provided for by the Board, provisions of these By-Laws
      and Administrative Rules or by law.

                16. The Executive Director shall perform
      such   other   services,   and  assume  such   other
      responsibilities and duties as the Board may require
      from time-to-time.

                17. The position of Executive Director may
      be combined with that of Chief Engineer.

                1817.     The Executive Director shall have
      and is hereby delegated the authority to approve for
      and   on    behalf  of    this  Board    subleases   or
      subassignments of all or portions of Port premises
      under Port leases, license and concession agreements
      or other Port occupancy agreements which require the
      prior written consent of the Port to any such sublease
      or   subassignment,   and   the  Executive   Director’s
      approval in each such instance shall be deemed by this
      Board to have the same force and effect as an approval
      of such sublease or subassignment by resolution of
      this Board.

                1918.     Except    as    otherwise    may   be
      required by the City Charter, other applicable law or
      resolution or ordinance of the Board, the Executive
      Director shall be and he is hereby authorized to
      negotiate and execute for and on behalf of the Board,
      indemnification   agreements    regarding    removal   of
      underground   petroleum   tanks   with    Port   tenants;
      provided, however, that each of said agreements shall
      be upon a form prepared and approved by the Port
      Attorney and shall not be effective unless and until
      signed by the Port Attorney.

                2019.    In   case   of   the   absence  or
      disability of the Executive Director or to the extent
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      directed to do so by the Executive Director, the
      Deputy Executive Director shall perform the necessary
      duties of the Executive Director.

                2120.     To the extent directed to do so by
      the Executive Director (or by the Board in the case of
      the absence or disability of both the Executive
      Director and the Deputy Executive Director), In case
      of the absence or disability of both the Executive
      Director and the Deputy Executive Director, and to the
      extent directed to do so by the Executive Director or
      the Board, any of the Director of Aviation, the
      Director of Maritime, the Director of Commercial Real
      Estate, the Director of Engineering, the         Chief
      Financial OfficerDirector of Finance, the Director of
      Corporate Administrative Services, the Director of
      Environmental Programs and Planning, or the Director
      of Social Responsibility or the Director of Human
      Resources (“Division Directors”) shall be empowered to
      perform necessary duties of the Executive.

                2221.     For    the   purpose   of continued
      operation of the Port during the Executive Director’s
      absence,   disability   or   for   the   more efficient
      operation of the Port, the Executive Director may
      designate in writing one or more Deputy Executive
      Directors or Division Directors to act pursuant to his
      or her authority to the extent so specified in
      writing. When the Executive Director is unable to so
      designate in writing in his or her absence or
      disability, the Board may designate by resolution one
      or more Deputy Executive Directors or Division
      Directors to act with the authority of the Executive
      Director to the extent so specified by resolution.

                2322.     The Executive Director and his or
      her designee shall have the authority to sign,
      execute, or otherwise approve on behalf of the
      Executive   Director   documents   required   by,   or
      responsive to, the State of California general storm
      water regulations or permits issued in accordance with
      and pursuant to section 402(p) of the Federal Water
      Pollution Control Act, 33 U.S.C. 1342, implemented by
      40 CFR 122, 123 and 124, including NPDES No.
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      CAS000001, Waste Discharge Requirements for Discharges
      of Storm Water Associated with Industrial Activities
      Excluding    Construction   Activities;   NPDES    No.
      CAS000002, Waste Discharge Requirements for Discharges
      of Storm Water Associated with Construction Activity;
      and such general or individual permit as may be issued
      for municipal separate storm sewer systems, as such
      regulations or permits may be amended, modified or
      reissued from time- to- time.

           23. On behalf of the Board, the Executive
      Director, and/or his or her designee, shall have and
      the authority to certify Environmental Impact Reports
      and to approve Mitigated Negative Declarations and
      Negative Declarations, under CEQA, and to approve
      Resolutions to Proceed committing the Port to definite
      courses of action with respect to Port projects
      subject to such levels of environmental review.
      Consideration of such environmental review documents
      and issuance of Resolutions to Proceed shall be
      conducted at noticed public Environmental Review
      Hearings chaired by the Executive Director and/or his
      or her designee(s) who shall be referred to in such
      context as Permit Hearing Officers.    No Environmental
      Review Hearing shall be conducted without prior notice
      to, and approval by, the Board.     The Permit Hearing
      Officer(s) shall take expert testimony (including that
      of Port staff) and public testimony, consider the
      issues and concerns presented by the public, and
      consider the environmental review documents before
      them based on substantial evidence in the record,
      including an Environmental Review Hearing Agenda
      Report from Port staff. Any decision to issue or not
      issue a Resolution to Proceed shall be announced in a
      Notice of Decision.   Absent an administrative appeal,
      the decision announced in the Notice of Decision shall
      become final fifteen (15) days after issuance of the
      Notice of Decision.     Any person excepting to such
      decision may appeal such decision to the Board by
      filing a written notice of appeal directed to the
      Secretary of the Board. The written notice shall set
      forth the specific grounds of the appeal and the
      appellant shall pay the associated administrative
      appeal fee of $750.00, as it may be adjusted by the
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      Executive Director, from time- to         time.  Such
      administrative appeal shall be filed within fourteen
      (14) days after issuance of the Notice of Decision.
      Any failure to timely file an administrative appeal
      shall be a complete bar to judicial review. Review by
      the Board of any administrative appeal filed shall be
      limited to those issues specifically raised in the
      administrative appeal.   The decision by the Board to
      affirm or to overturn the decision of the Permit
      Hearing Officer(s) shall be final. Judicial review of
      the final decision of the Board shall be limited to
      those issues raised on administrative appeal.

           24. The    Executive  Director  shall  have   the
      authority and, subject to the written approval of the
      Port Attorney as to the form and legality of the
      delegation, may delegate to one or more Port employees
      the authority, to sign and accept on behalf of the
      Board regulatory permits and approvals, including the
      conditions and other requirements contained in such
      permits and approvals, which are routine, standard
      and/or ministerial in nature, and which are approved
      in writing as to form and legality by the Port
      Attorney, including the following:

                     a.      Routine,     standard    and/or
      ministerial permits or approvals, such as a permit
      issued by the San Francisco Bay Conservation and
      Development Commission or the United States Army Corps
      of Engineers for maintenance dredging or for repair of
      existing structures, including the routine, standard
      and/or ministerial conditions and other requirements
      included in such permits or approvals;

                     b.      Routine,     standard    and/or
      ministerial permits or approvals which a federal,
      state or other public governing commission, board or
      instrumentality has by regulation authorized be issued
      administratively by its appointed executive director,
      executive office or other comparable or lower-level
      staff,   including   the   routine,   standard  and/or
      ministerial conditions and other requirements included
      in such permits or approvals;

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                     c.     Ministerial    permits     and
      approvals, such as a City building permit, including
      the routine, standard and/or ministerial conditions
      and other requirements included in such permits and
      approvals; and

                     d.      Other routine, standard and/or
      ministerial   permits  or   approvals,  including the
      conditions and other requirements included in such
      permits and approvals, the acceptance of which on
      behalf of the Board will not, in the reasonable
      determination of the Executive Director or his or her
      said designee, will not obligate the Port to the
      expenditure of more than the expenditure contemplated
      in the approved budget for the project.

                                     ARTICLE X.

      Port Attorney.

                1.   The   Board  shall   appoint the  Port
      Attorney by resolution.    The Port Attorney shall be
      the attorney and legal advisor of the Board. The Port
      Attorney shall give legal advice to the Board, its
      officers and employees on official matters within its
      jurisdiction, and shall be in charge of the legal
      affairs of the Port and have custody and supervision
      of the law files, books, records, briefs, and other
      papers of the Port Attorney's office..

                      Appointments of attorneys and other
      staff positions in the Port Attorney's office shall be
      made pursuant to Port policy regarding appointments to
      civil service and non-civil service positions, as
      applicable.   The Port Attorney shall be responsible
      for the performance of the duties of attorneys and
      other staff positions in the Port Attorney’s office,
      provided, however, that the Port Attorney may not
      alter   the   existing    nature   of   the   employment
      relationship between the Port and such employees,
      including the at-will nature of attorneys in the Port
      Attorney’s office.    In connection therewith, the Port
      Attorney shall:

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a.   prescribe and supervise the duties of and assign, reassign,
and discipline any such employees;


                     b.   prescribe the duties of and be
      responsible for the performance by the Assistant Port
      Attorney and other attorneys;


                     c.   to    increase    and/or    advance
      salaries within existing grade or schedules, including
      provision for premium pay of staff in the Port
      Attorney’s office and grant salary increases under
      incentive pay programs established by the Board; and


                     d.   to   initiate   and   process the
      completion of desk audits and take such actions
      consistent with applicable Port policy and the powers
      delegated to the Port Attorney, or to recommend
      actions to the Board to the extent such powers have
      not been so delegated to the Port Attorney, to effect
      salary adjustments as deemed appropriate by the Port
      Attorney or Board as the case may be; and

                     e.   make recommendations directly to
      the Board regarding compensation of the Port Attorney.

                2.   The Port Attorney shall defend, and
      (subject to direction from the Board) prosecute or
      compromise all actions at law or in equity and special
      proceedings for or against the City or Board, or any
      officers or employees for actions within their scope
      of employment, pertaining to matters within the
      jurisdiction of the Board.

                3.   The Port Attorney shall keep on file or
      electronically in the Port Attorney’s office all
      written opinions given by the Port Attorney to the
      Board or otherwise in the Port Attorney’s official
      capacity, the briefs, pleadings and transcripts used
      in causes where the Port Attorney appears.


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                4.   The Port Attorney shall, without undue
      delay, pass upon the form and legality of contracts,
      ordinances, resolutions, and other documents and
      proceedings of the Port, when required by law or
      directed by the Board, and shall prepare the forms of
      contracts, ordinances, resolutions and other documents
      to be acted upon by the Board.

                5.   The Port Attorney shall personally, or
      through the Port Attorney’s assistants, (a) attend the
      meetings of the Board, (b) be regularly available to
      consult with committees of the Board, if any, (c)
      attend meetings of and consult with the Executive
      Director’s senior staff and coordinating committees,
      if any, (d) unless otherwise directed by the Board, be
      provided copies of all agendas, reports, minutes and
      other correspondence to be used for discussion,
      consideration or action at a meeting of the Board, (e)
      upon request provide legal services on official
      matters within the Board’s jurisdiction to the
      Executive Director and Port staff, and (f) subject to
      the   other    provisions   of   these   By-Laws   and
      Administrative Rules, the Port Attorney shall keep the
      Executive Director advised on all legal matters.
      Consistent with the Port Attorney’s responsibility as
      attorney and legal advisor to the Board, the Port
      Attorney shall, in the performance of the Port
      Attorney’s duties, (i) administer the office of the
      Port Attorney subject to review and direction by the
      Board, (ii) at all times carry out and implement the
      policies established by the Board, and (iii) render
      such services as may be required of the Port Attorney
      by the Board and the Executive Director, or which may
      be consistent with the Port Attorney’s office.     The
      Port Attorney shall accept appointments to committees
      or other assignments of or related to associations of
      which the Port is a member or with which it is
      affiliated only after approval by the Executive
      Director and the Board; provided, however, that the
      Board   may  grant   such  approval   irrespective  of
      disapproval by the Executive Director.        The Port
      Attorney, Executive Director and other officers of the
      Port shall cooperate so that the Port Attorney may
      provide effective, timely and cost effective services
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      to the Port, and to that end the Port Attorney shall
      establish programs within the office of the Port
      Attorney to ensure the provision of such services.

                6.   The   Port    Attorney  shall  regularly
      report to the Board orally or in writing on all
      matters of a legal nature affecting operations of the
      Port, together with the Port Attorney’s opinion as to
      the origin or cause, present status and future
      disposition of the matter, including claims or actions
      against    the   Port    and    the   Port   Attorney’s
      recommendations with respect to actions of a legal
      nature which in the Port Attorney’s judgment the Board
      should initiate.

                7.   The Port Attorney shall have blanket
      authority to file suit and to prosecute actions to
      judgment in law or in equity and special proceedings
      and to retain special counsel in accordance with the
      provisions of Section 6.05 of Port Ordinance 867 and
      subject only to the contract amount limitations of the
      Executive Director’s delegated authority to enter into
      professional services contract under Board Ordinance
      1606, as amended, for whatever cause where principal
      claims do not exceed the sum of $100,000.

                 8.   The Port Attorney shall have blanket
      authority to defend the Board against actions in law
      or in equity and special proceedings and to retain
      special counsel in accordance with the provisions of
      Section 6.05 of Port Ordinance 867 and subject only to
      the contract amount limitations of the Executive
      Director’s    delegated  authority   to   enter   into
      professional services contract under Board Ordinance
      1606, as amended.

                9.   The Port Attorney shall have blanket
      authority to enter into agreements for collection
      services with respect to delinquent accounts in the
      sum of $100,000 or less and to direct the filing of
      suit by any such agency in conjunction with the
      provision of such collection services, provided,
      however, that compensation for such services shall be
      on a contingent fee basis, not to exceed 45% of funds
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      actually collected frorm each                respective   account
      placed with any such agency.

                10. The Port Attorney shall have blanket
      authority to enter into tolling agreements, for and on
      behalf of the Board of Port Commissioners with
      countersigning   third  parties,  that   preserve  all
      substantive and procedural rights and all claims,
      obligations, causes of action and defenses including
      without limitation defenses based on statutes of
      limitation that the Board of Port Commissioners and
      the countersigning third parties possess as of the
      effective date of the agreements.

                     11. The    Port   Attorney   shall  have
      blanket authority to enter into joint or mutual
      interest confidentiality agreements, for and on behalf
      of the Board of Port Commissioners with countersigning
      third parties to enable the sharing of information,
      communications and materials that may otherwise be
      subject to a claim of attorney-client privilege or
      work product protection without waiving any applicable
      privilege the Board of Port Commissioners possess with
      respect   to  such   information,   communications  and
      materials when the Port Attorney determines that it is
      in the Port’s interest to share such information,
      communications and materials with the countersigning
      third parties or their attorneys.

                                     ARTICLE XI.

      Auditor

                1.        The Board shall appoint the Auditor by
      resolution.

                2.   The Auditor shall conduct surveys,
      reviews, and audits as the Auditor deems to be in the
      best interest of the Board and the public, subject to
      direction and approval by the Board, or as directed by
      the Board. For these purposes, the Auditor’s surveys,
      reviews and audits may include, but not be limited to:



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                (a.)    Reviewing    and   appraising    the
      effectiveness, adequacy and application of accounting,
      functional, and operating controls and reliability and
      timeliness of accounting and other data generated
      within the Port organization;

                 (b.) Evaluating the Port’s internal controls
      to ensure that the Port’s assets and resources are
      adequately    safeguarded   from  fraud,   waste,   and
      mismanagement;

                (c.) Ascertaining    compliance   with   the
      Board’s resolutions and policies and the Executive
      Director’s instructions and directives, as well as
      applicable State and Federal laws and regulations;

                (d.) Providing assistance to Port staff to
      enhance the effectiveness, efficiency and economy of
      their operations;

                       (e.) Responding   to   requests   for   audit   and
      reviews;

                (f.) Reporting to the Board as appropriate
      or as directed by the Board on recommendations for
      corrective actions made in the Auditor’s reports; and

           3.   The Auditor shall conduct any other audits
      and report to the Board, as directed by the Board. ;

                                     ARTICLE XII

      Office Hours

                1.   The office hours for the executive and
      administrative offices of the Port of Oakland shall be
      from 8:30 a.m. to 5:00 p.m. daily, Monday through
      Friday, and the number of hours of work for each
      employee shall be as set forth in the respective
      resolutions covering the various positions.

                2.  The holidays recognized by the Board
      are those specified by general law of the State of
      California and, in addition thereto, or in lieu
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      thereof, any holidays specified in Memoranda of
      Understanding with recognized employee organizations
      to which the Board is a party; provided that
      arrangements shall be made with a sufficient number of
      employees to keep the offices and operations of the
      Port open for public service, as required.

                3.   The Executive Director may in the
      Executive Director’s discretion require the offices
      and divisionsdepartments to be kept open at other
      hours and days upon notice to the officers and
      employees thereof, and the Executive Director may
      assign alternative hours, other than those office
      hours set forth in Article XII, Section 1 above, to
      certain officers and employees as the interest of the
      Port require.

                                     ARTICLE XIII.

      Amendments.

                1.   These By-Laws and Administrative Rules
      may be amended from time to time by resolution
      ordinance passed at stated meetings of the Board, or
      upon previous notice of the intention to so amend the
      By-Laws and Administrative Rules, at a special meeting
      called for such purposeof the Board.

                2.   Copies of amendments shall be promptly
      mailed to the members of the Board.


                           ________________________


      Revised: ______, 2011,
      Port Resolution Ordinance No.:            08121______




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                     CONSENT ITEMS
Action by the Board under “Consent Items” means that all
matters listed below have been summarized, and are
considered to be perfunctory in nature, and will be adopted
by one motion and appropriate vote. Consent Items may be
removed for further discussion by the Board at the request of
any member of the Board.




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                                 PORT OF OAKLAND
Blair30




                                                                                       PAMELA CALLOWAY
                                                                                                President
OMAR BENJAMIN                     BOARD OF PORT COMMISSIONERS                            GILDA GONZALES
Executive Director                530 Water Street  Oakland, California 94607           First Vice-President
                                                                                           JAMES W. HEAD
DAVID L. ALEXANDER                         Telephone: (510) 627-1100                   Second Vice-President
Port Attorney                              Facsimile: (510) 451-5914                   MARGARET GORDON
                                               TDD/TTY – Dial 711                           Commissioner

ARNEL ATIENZA                                                                            MICHAEL LIGHTY
                                      E-Mail:board@portoakland.com                          Commissioner
Port Auditor
                                Website:   www.portofoakland.com                              VICTOR UNO
                                                                                              Commissioner
JOHN T. BETTERTON
                                                                                              ALAN S. YEE
Secretary of the Board
                                                MINUTES                                       Commissioner




                      Regular Meeting of the Board of Port Commissioners
                              Thursday September 1, 2011 – 1:00 p.m.
                                           Board Room – 2nd Floor

ROLL CALL

                President Calloway called the Regular Meeting of the Board to order at 1:05 P.M., and
                the following Commissioners were in attendance:

                1st Vice President Gonzales, 2nd Vice-President Head, Commissioner Gordon,
                Commissioner Uno, Commissioner Yee and President Calloway.

                Commissioner Lighty was excused.

                President Calloway convened the Board in Closed Session at 1:07 PM to hear the
                following:

                Closed Session Item 1.6 was pulled from the Agenda.

                On a Motion by Vice- President Head, seconded by Commissioner Uno the Board
                unanimously approved (6 Ayes, 1 Excused – Lighty) adding to the Closed Session
                Agenda an additional Item under 1.5 - Anticipated Litigation.

1. CLOSED SESSION (1:00 p.m.)

          1.1   CONFERENCE WITH REAL PROPERTY NEGOTIATOR - As provided under California
                Government Code Section 54956.8:

                             Property:      Former Oakland Army Base and Adjacent Properties
                   Negotiating Parties:     Port of Oakland, AMB Properties and California Capital Group
                   Agency Negotiator:       Director of Maritime, James Kwon
                    Under Negotiation:      Price and Terms of Payment




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                     Property:    Oak to Ninth Area, Oakland
           Negotiating Parties:   Port of Oakland and Oakland Harbor Partners, LLC
           Agency Negotiator:     Director of Commercial Real Estate
            Under Negotiation:    Price and Terms of Payment

  1.2   CONFERENCE WITH LABOR NEGOTIATORS - Pursuant to Subdivision (f) of Section
        54957.6.

                    EmployeeInternational Brotherhood of Electrical Workers (IBEW Local
                Organizations:1245), International Federation of Professional and Technical
                              Engineers (IFPTE Local 21), Service Employees International
                              Union (SEIU Local 1021), and Western Council of Engineers
                              (WCE)

  1.3   PUBLIC EMPLOYEE PERFORMANCE EVALUATION

            Titles: Executive Director, Port Attorney, Port Auditor, Board Secretary

  1.4   CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION. Pursuant to
        subdivision (a) of Section 54956.9

            DTG Operations, Inc. An Oklahoma Corporation V. City Of Oakland, A Municipal
            Corporation, Acting By And Through Its Board Of Port Commissioners; Alameda
            County Superior Court No.: RG11587642

  1.5   CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION. Significant
        exposure to litigation pursuant to subdivision (b) of Section 54956.9: 6 7 matter(s)

  1.6   PULLED PUBLIC EMPLOYEE DISCIPLINE/DISMISSAL/RELEASE (1) Matter

ROLL CALL/OPEN SESSION

        President Calloway reconvened the Regular Meeting of the Board in Open Session at
        4:13 p.m., and the following Commissioners were in attendance:

        1st Vice President Gonzales, 2nd Vice-President Head, Commissioner Gordon,
        Commissioner Uno, Commissioner Yee and President Calloway.

        Commissioner Lighty was excused.

CLOSED SESSION REPORT

        The Board Secretary reported that on a Motion by Vice-President Head, seconded by
        Commissioner Gordon, the Board had unanimously approved (6 Ayes, 1 excused –
        Lighty) the following Resolution

        Resolution No. 11-94 Resolution authorizing and approving retention of Special
        Counsel in the matter of DTG v. Port of Oakland

                                               2



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        Sanjiv Handa addressed the Board on the Closed Session.

        There were no Major Project Items to consider.

2. MAJOR PROJECTS

3. BUDGET & FINANCE

        Chief Financial Officer, Sara Lee, reported on Item 3.1.

  3.1   Report: Update on 2011 Series O Refunding Revenue Bonds.

4. STRATEGY & POLICY

        Item 4.1 was pulled on the recommendation of staff.

  4.1   PULLED Report: Informational Report on Federal Aviation Administration (FAA)
        Disadvantaged Business Enterprise and Airport Concessionaire Disadvantaged Business
        Enterprise (ACDBE) Program Plan Updates and Goal and Methodology Report for FFY
        2011-2012-2013-2014 (SRD)

        Port Labor Advisor, Marsha Peterson, reported on Item 4.2.

        A Motion to approve Item 4.2 was made by Commissioner Yee and seconded by
        Commissioner Gonzales.

        Sanjiv Handa addressed the Board on Item 4.2.

  4.2   Ordinance No. 4164 Approval of An Administrative Policy on Hiring of Employees into
        Non-Civil Service Positions, Revisions to By-Laws and Administrative Rules of the Board
        of Port Commissioners and Adoption and Revision of Certain Port Ordinances Regarding
        Appointments to Non-Civil Service Positions (Labor)

        The Motion to approve Item 4.2 passed by the following votes: (6) Ayes: 1st Vice-
        President Gonzales, Commissioner Gordon, 2nd Vice President Head, Commissioner
        Uno, Commissioner Yee and President Calloway; (1) Excused: Commissioner Lighty.

5. CONSENT ITEMS

        A Motion to approve the Consent Items was made by Commissioner Uno seconded by
        Commissioner Yee.

  5.1   Approval of the Minutes of the Special Meeting of July 28th, 2011 (Board Secretary)

  5.2   Ordinance No. 4165 Two Three-Year Agreements with the Federal Aviation
        Administration (Aviation)



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5.3    Ordinance No. 4166 Ratification of Agreement with City of Oakland for Storage of
       Emergency Equipment by Oakland Fire Department (Aviation)

5.4    Resolution No. 11-95 Second Supplemental Agreement to Professional Services
       Agreement with Ensminger Consulting (Aviation)

5.5    Ordinance No. 4167 Amendment to Temporary Rental Agreement with Devcon
       Construction, Inc. (Aviation)

5.6    Resolution No. 11-96 Ratification of First Supplement to License and Concession
       Agreement with Fox Rent-A-Car System, Inc. for Addition of Semi-Improved Land
       (Aviation)

5.7    Resolution No. 11-97 Ratification of License and Concession Agreement with Nocal
       Rental, Inc. (aka Payless RAC) for Rental Car Center (Aviation)

5.8    Resolution No. 11-98 Authorization Approving Consent to Assignment of Contract and
       Rights from North American Fence Company to North American Fence & Railing, Inc.
       (Maritime)

5.9    Resolution No. 11-99 Building Permit Application: Payless Car Rental - Installation
       of a sign on the front of the building (Engineering)

5.10   Resolution No. 11-100 Building Permit Application: Beci Electric - Installation of a
       battery charger station in cargo warehouse (Engineering)

5.11   Resolution No. 11-101 Building Permit Application: City of Oakland - Installation of a
       canopy structure to cover sand and gravel stock piles at the Corporation yard
       (Engineering)

5.12   Resolution No. 11-102 Building Permit Application: Goike Construction - Installation
       of two additional ticket kiosks at Delta Airlines ticket counter (Engineering)

5.13   Resolution No. 11-103 Building Permit Application: Port’s America Outer Harbor –
       Installation of security improvements (lighting and fencing) and demolition of two
       buildings (Engineering)

5.14   Ordinance No. 4163 2nd Reading of an Ordinance Approving And Authorizing
       Execution Of Various Amendments To Existing Agreements For Jack London Lease In
       Connection With The Port Repurchase Option For Parcel D And Parcel F-2 And Approval
       Of A New Ground Lease For The Premises For Parcel F-3, Located At Jack London
       Square.

5.15   Resolution No. 11-104 Approval of Employee’s (ID Number 340950) Participation in the
       Permanent Employees on Temporary Assignment (PETA) Program; and the Temporary
       Addition of One (1) Position of Youth Aide, Class BB (PETA) Classification in the Aviation
       Department. (Administration)



                                              4



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 5.16   Report: Annual Change Order Report on Construction Contracts Completed during FY
        10/11. (Engineering)

 5.17   Report: Quarterly Report of Construction Change Orders for 4th Quarter FY 10/11

        The Motion to approve Items 5.1 through 5.15 passed by the following votes: (6) Ayes:
        1st Vice-President Gonzales, Commissioner Gordon, 2nd Vice President Head,
        Commissioner Uno, Commissioner Yee and President Calloway; (1) Excused:
        Commissioner Lighty.

6. REMAINING ACTION ITEMS

        Aviation Director, Deborah Ale-Flint, reported on Items 6.1 through 6.3.

        A Motion to approve Items 6.1 through 6.3 was made by Vice-President Head and
        seconded by Commissioner Gordon.

  6.1   Resolution No. 11-105 Amendment of Space/Use Permit with FreeFi Networks, Inc.
        (Aviation)

        Sanjiv Handa addressed the Board on Item 6.2.

  6.2   Ordinance No. 4168 Approval Of Airline Operating Agreement and Space/Use Permit
        with Spirit Airlines, Inc. (Aviation)

  6.3   Resolution No. 11-106 (1) Authorization to Dispense with Standard Bidding
        Procedures; and (2) Authorization for the Executive Director to Approve and Execute a
        Contract with JBT AeroTech to procure and install Pre-Conditioned Air (PC Air)
        Equipment at Gate 10 for the Oakland International Airport. (Aviation)

        The Motion to approve Items 6.1 through 6.3 passed by the following votes: (6) Ayes: 1st
        Vice-President Gonzales, Commissioner Gordon, 2nd Vice President Head,
        Commissioner Uno, Commissioner Yee and President Calloway; (1) Excused:
        Commissioner Lighty.

        Aviation Director, Deborah Ale-Flint, reported on Items 6.4 and asked the Executive V.P.
        of Landmark Aviation, David Barnes, and his Associate, Stephen Masters to speak on
        Item 6.4.

        A Motion to approve Item 6.4 was made by Vice-President Gonzales and seconded by
        Commissioner Uno.

  6.4   Ordinance No. 4169 Lease with Piedmont Aviation, LLC dba Landmark Aviation
        (Aviation)

        The Motion to approve Item 6.4 passed by the following votes: (6) Ayes: 1st Vice-
        President Gonzales, Commissioner Gordon, 2nd Vice President Head, Commissioner
        Uno, Commissioner Yee and President Calloway; (1) Excused: Commissioner Lighty.


                                                5



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        The Port’s Principal Engineer, Imee Osantowski, reported on Item 6.5.

        A Motion to approve Item 6.4 was made by Vice-President Head and seconded by
        Commissioner Uno.

  6.5   Resolution No. 11-107 Award of Contract for the Reconstruction of Apron Between
        Hangars 1 and 2 (Aviation/Engineering)

        The Motion to approve Item 6.4 passed by the following votes: (6) Ayes: 1st Vice-
        President Gonzales, Commissioner Gordon, 2nd Vice President Head, Commissioner
        Uno, Commissioner Yee and President Calloway; (1) Excused: Commissioner Lighty.

        Richard Sinkoff, Director of Environmental Programs & Planning, introduced Item 6.6

        A Motion to approve Item 6.6was made by Vice-President Gonzales and seconded by
        Vice-President Head.

  6.6   Resolution No. 11-108 Approval of Second Supplemental Agreement with Science
        Applications International Corporation for a Specialty Contract for Berths 23 and 24
        Environmental Technical Support Services (Environmental)

7. UPDATES/ANNOUNCEMENTS

        President Calloway reported on a press conference held at the site of the new Oakland
        International Airport Control Tower by Senator Barbara Boxer.

        Vice-President Gonzales reported on the Port’s participation with the Bay Area Council
        on a lobbying visit to Sacramento; and on the recent Visit of the Counsel General of
        Vietnam.

8. SCHEDULING

         There were no Items discussed under scheduling.

OPEN FORUM

        Sanjiv Handa addressed the Board in Open Forum.

ADJOURNMENT

        There being no additional business the Board adjourned at 5:28 PM




____________________________                                            _________________
John Betterton, Secretary                                                       Date
Board of Port Commissioners

                                               6



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                                  PORT OF OAKLAND
Blair30




                                                                                        PAMELA CALLOWAY
                                                                                                 President
OMAR BENJAMIN                     BOARD OF PORT COMMISSIONERS                             GILDA GONZALES
Executive Director                 530 Water Street  Oakland, California 94607           First Vice-President
                                                                                            JAMES W. HEAD
DAVID L. ALEXANDER                          Telephone: (510) 627-1100                   Second Vice-President
Port Attorney                               Facsimile: (510) 451-5914                   MARGARET GORDON
                                                TDD/TTY – Dial 711                           Commissioner

ARNEL ATIENZA                                                                             MICHAEL LIGHTY
                                       E-Mail:board@portoakland.com                          Commissioner
Port Auditor
                                 Website:   www.portofoakland.com                              VICTOR UNO
                                                                                               Commissioner
JOHN T. BETTERTON
                                                                                               ALAN S. YEE
Secretary of the Board
                                                 MINUTES                                       Commissioner




                      Regular Meeting of the Board of Port Commissioners
                               Thursday September 8, 2011 – 9:00 a.m.
                                       Please Note New Start Time
                                            Board Room – 2nd Floor

ROLL CALL

                President Calloway called the Regular Meeting of the Board to order at 9:08 A.M., and
                the following Commissioners were in attendance:

                1st Vice President Gonzales, 2nd Vice-President Head, Commissioner Gordon,
                Commissioner Uno, Commissioner Yee and President Calloway.

                Commissioner Lighty was excused.

2. MAJOR PROJECTS

                There were no Major Projects considered.

3. BUDGET & FINANCE

                There were no Budget & Finance Items considered.

4. STRATEGY & POLICY

                Director of Environmental Programs and Policy, Richard Sinkoff, facilitated a discussion
                of Item 4.1.

          4.1   Port Of Oakland Strategic Plan Workshop

                The Board of Port Commissioners adopted its five-year Strategic Plan on October 5,
                2010 after conducting a comprehensive planning process that involved Board members,
                Port staff, and stakeholders, including notably representatives from the Port’s labor
                unions and community stakeholders.




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      The focus of the workshop was the Annual Report on results from Year One – the “Pilot
      Year” – and the Update for this fiscal year, which is Year Two.

      The Update consisted of a set of 19 Strategic Initiatives, which constituted the top
      business and organizational priorities for the entire Port this fiscal year.

      The Update also included the presentation of a Performance Indicator by which to
      measure success from this year’s business activities.

      The Board approved the following Performance Indicator:

            Catalyze 1,000 Net Direct Port-Related Jobs in the Northern California
            Region.

      These jobs would be incremental to the modeled year 2010 baseline of 73,000 direct,
      indirect, and induced jobs that are supported by Port activities.

      Two economic development experts – John Martin of John Martin Associates, and Karen
      Engel, Executive Director of the East Bay Economic Development Alliance – made
      presentations to the Board.

      Mr. Martin presented the methodology and findings of the recently concluded Port-wide
      economic impacts analysis.

      Ms. Engel provided highlights of the labor market and employment trends in Alameda
      and Contra Costa Counties and highlighted the key role played by the Port in sustaining
      and driving the regional economy, and also as an important factor considered by
      businesses beginning or expanding operations in the East Bay.

      The summary conclusions were that Port-related activities in FY2012 are projected to
      generate incremental jobs based on MODEST GROWTH projections and,

      Key Port-specific business activities - container throughput, passenger volumes at OAK,
      and expenditures in the Port’s capital program and operations – are the drivers.

      As a part of the workshop, the Board engaged in questions, answer and discussion with
      the Port staff and the panelists.

      Ed Dillard, Steve Lowe James Myres and Doug Bloch addressed the Board.- on Item 4.1


5. CONSENT ITEMS

      There were no Consent Items considered.

6. REMAINING ACTION ITEMS

      There were no Remaining Action Items considered.

                                              2



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7. UPDATES/ANNOUNCEMENTS

        There were no Updates or Announcements.

8. SCHEDULING

         There were no Scheduling items discussed.

OPEN FORUM

        There were no speakers in Open Forum.

1. CLOSED SESSION

        President Calloway convened the Board in Closed Session at 12:16 PM to hear the
        following:

  1.1   PUBLIC EMPLOYEE APPOINTMENT

        positions to be filled: Deputy Executive Director, Director of Engineering, Director of
        Commercial Real Estate

        There were no Items to report out of Closed Session.

ADJOURNMENT

        There being no additional business the Board adjourned at 1:05 PM




____________________________                                              _________________
John Betterton, Secretary                                                        Date
Board of Port Commissioners




                                                3



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                                PORT OF OAKLAND
Blair30




                                                                                     PAMELA CALLOWAY
                                                                                              President
OMAR BENJAMIN                   BOARD OF PORT COMMISSIONERS                            GILDA GONZALES
Executive Director              530 Water Street  Oakland, California 94607           First Vice-President
                                                                                         JAMES W. HEAD
DAVID L. ALEXANDER                      Telephone: (510) 627-1100                    Second Vice-President
Port Attorney                           Facsimile: (510) 451-5914                    MARGARET GORDON
                                            TDD/TTY – Dial 711                            Commissioner

ARNEL ATIENZA                                                                          MICHAEL LIGHTY
                                          board@portoakland.com
                                    E-Mail:
                                                                                          Commissioner
Port Auditor
                             Website:   www.portofoakland.com                               VICTOR UNO
                                                                                            Commissioner
JOHN T. BETTERTON
                                                                                            ALAN S. YEE
Secretary of the Board
                                              MINUTES                                       Commissioner




                     Regular Meeting of the Board of Port Commissioners
                          Thursday September 15, 2011 – 1:00 p.m.
                                        Board Room – 2nd Floor

ROLL CALL

           President Calloway called the Regular Meeting of the Board to order at 1:12 P.M., and
           the following Commissioners were in attendance:

           2nd Vice-President Head, 1st Vice President Gonzales, Commissioner Yee and President
           Calloway.

           Commissioner Gordon, Commissioner Lighty and Commissioner Uno were excused.

           At the request of the Citizen’s Oversight & Reporting Committee that portion of the
           meeting was canceled

MEETING WITH CITIZENS OVERSIGHT & REPORTING COMMITTEE (CORC)

           President Calloway recognized the attendance of a number of visitors to the Board
           meeting:

                 Maritime Marketing and Commodities Representative, Ron Brown, introduced a
                  visiting Trade delegation from Ghana. Among the visitors were:

                               Mr. Kojo Twum Boafo - CEO, Ghana Free Zones Board
                               Hon. Sherry Ayitey, Minister of Environment
                               Hon. Alhagi Fuseini, Minister of Energy
                               Mr. Isaac Vanderpuije - Presidential Aide

                  Mr. Twum Boafo, leader of the delegation addressed the Board.




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            Mr. Sal Gomez, President of the Metropolitan Golf Club, announced his retirement
             and thanked the Port and the Board for the support in the creation of the Club. He
             thanked former Port Executive Director Charles Foster for his support. Mr. Foster
             was in the audience and thanked Mr. Gomez and the Port for their support in
             creation of the club.

        Due to an Eastern Time Zone Deadline the Board took up Item 6.6 first.

        A Motion to approve Item 6.3 was made by Vice-President Head and seconded by
        Commissioner Yee.

  6.3   Resolution No. 11-115 Approval of budget increase and other associated
        authorizations for Taxiways W and U Pavement Improvement Program, Phase 1 to take
        advantage of additional grant funding from the Federal Aviation Administration.
        (Aviation/Engineering)

        The Motion to approve Item 6.3 passed by the following votes: (4) Ayes: 1st Vice-
        President Gonzales, 2nd Vice President Head, Commissioner Yee and President
        Calloway; (3) Excused: Commissioner Gordon, Commissioner Lighty and
        Commissioner Uno

1. CLOSED SESSION

        President Calloway convened the Board in Closed Session at 3:36 PM to hear the
        following:

  1.2   CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION. Significant
        exposure to litigation pursuant to subdivision (b) of Section 54956.9: 2 matter(s)

  1.2   CONFERENCE WITH REAL PROPERTY NEGOTIATOR - As provided under California
        Government Code Section 54956.8:

                     Property:     Former Oakland Army Base and Adjacent Properties
           Negotiating Parties:    Port of Oakland, AMB Properties and California Capital Group
           Agency Negotiator:      Director of Maritime, James Kwon
            Under Negotiation:     Price and Terms of Payment

  1.3   CONFERENCE WITH LABOR NEGOTIATORS - Pursuant to Subdivision (f) of Section
        54957.6.

               Employee International Brotherhood of Electrical Workers (IBEW Local 1245),
           Organizations: International Federation of Professional and Technical Engineers
                          (IFPTE Local 21), Service Employees International Union (SEIU
                          Local 1021), and Western Council of Engineers (WCE)

  1.4   PUBLIC EMPLOYEE APPOINTMENT

            positions to be filled: Deputy Executive Director, Director of Engineering, Director of
            Commercial Real Estate

                                                2



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ROLL CALL/OPEN SESSION

        President Calloway reconvened the Regular Meeting of the Board in Open Session at
        4:13 p.m., and the following Commissioners were in attendance:

        2nd Vice-President Head, 1st Vice President Gonzales, Commissioner Yee and President
        Calloway.

        Commissioner Gordon, Commissioner Lighty and Commissioner Uno were excused.

        Executive Director, Omar Benjamin, introduced Chairman Richard A. Ladinsky, Jr., of the
        Federal Maritime Commission.

CLOSED SESSION REPORT

        The Board Secretary reported that the Board had approved a settlement Agreement with
        the City of San Leandro at a Closed Session Meeting held on April 26, 2011 and that the
        City of san Leandro had approved the terms.

        Resolution No. 11-37A Resolution approving an addendum to the settlement
        agreement between The City of San Leandro and The Port of Oakland regarding sound
        installation.

        The approval of Resolution No. 11-37A passed on April 26, 2011 by the following votes:
        (5) Ayes: 1st Vice President Calloway, Commissioner Gordon, Commissioner Lighty,
        Commissioner Uno, and President Head; (2) Excused: 2nd Vice-President Gonzales and
        Commissioner Katzoff

2. MAJOR PROJECTS

        Delphine Prevost, Senior Maritime Projects Administrator gave an update on the Shore
        Power program and introduced Item 2.2.

  2.1   Report: Shore Power Update (Maritime)

        A Motion to approve Item 2.2 was made by Vice-President Head and seconded by
        Commissioner Yee.

  2.2   Resolution No. 11-109, 11-110 & 11-111 Authorize Capital Expenditures and
        Associated Actions to Implement Phase 2 of the Port's Shore Power Program
        (Maritime/Engineering)

        The Motion to approve Item 2.2 passed by the following votes: (4) Ayes: 1st Vice-
        President Gonzales, 2nd Vice President Head, Commissioner Yee and President
        Calloway; (3) Excused: Commissioner Gordon, Commissioner Lighty and
        Commissioner Uno



                                               3



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3. BUDGET & FINANCE

        There were no Budget & Finance Items discussed.

4. STRATEGY & POLICY

        Deputy Executive Director, Joyce Washington, reported on Item 4.1.

  4.1   REPORT: Federal Aviation Administration (FAA) Disadvantaged Business Enterprise
        and Airport Concessionaire Disadvantaged Business Enterprise (ACDBE) Program Plan
        Updates and Goal and Methodology Report for FFY 2011-2012-2013-2014 (SRD)

5. CONSENT ITEMS

        Aviation Director, Deborah Ale-Flint, asked that Item 5.2 be moved from the “Consent
        Calendar” to “Other Action Items”.

        A Motion to approve the Consent Items, excepting 5.2, was made by Vice-President
        Gonzales and seconded by Commissioner Yee.

  5.1   Ordinance No. 4170 Amendment to Lease with Federal Express Corporation to Add
        9,037± Square Feet to Premises (Aviation)

  5.3   Ordinance No. 4171 & Resolution No. 11-112 One Year Extension of the Agreement
        between the Port of Oakland and Barney & Barney for Employee Insurance Benefits
        Brokerage Services (Administration)

  5.4   Report: Request for Offers (RFO): Identification of Potential Wetland Mitigation Sites for
        Airport Projects (Aviation)

  5.5   Ordinance No. 4164 2nd Reading of an Ordinance amending Board of Port
        Commissioners by-Laws and Administrative Rules, adding an Administrative Policy
        concerning uniform process for hiring of employees into non-civil service positions and
        amending port ordinances nos. 867 and 2199 regarding appointments to certain
        positions.

  5.6   Ordinance No. 4165 2nd Reading of an Ordinance adopting and approving the terms
        and conditions and authorizing the execution of two three-year agreements with the
        Federal Aviation Administration for Air Traffic Control Towers.

  5.7   Ordinance No. 4166 2nd Reading of an Ordinance ratifying a 2-year license and
        concession agreement with the City of Oakland fire department for storage of emergency
        equipment by Oakland Fire Department for monthly revenue of $996.62.

  5.8   Ordinance No. 4167 2nd Reading of an Ordinance approving an amendment to
        temporary rental agreement with Devcon Construction, Inc.


                                                4



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  5.9   Ordinance No. 4168 2nd Reading of an Ordinance approving the terms and conditions
        and authorizing the approval and execution of an airline operating agreement and its
        space/use permit with Spirit Airlines, Inc

 5.10   Ordinance No. 4169 2nd Reading of an Ordinance approving lease with Piedmont
        Hawthorne Aviation, LLC, doing business as Landmark Aviation for the premises at
        Hangar 5 Facility Complex (“Hangar 5”) and the eastern half of Hangar 3 (Hangar 3
        East”) at the North Field of the Oakland International Airport.

        The Motion to approve the Consent Items passed by the following votes: (4) Ayes: 1st
        Vice-President Gonzales, 2nd Vice President Head, Commissioner Yee and President
        Calloway; (3) Excused: Commissioner Gordon, Commissioner Lighty and
        Commissioner Uno

6. REMAINING ACTION ITEMS

        Aviation Director, Deborah Ale-Flint, Introduced Item 5.2, 6.1, 6.2 and 6.3.

        A Motion to approve Item 5.2 was made by Vice-President Head and seconded by
        Commissioner Yee.

        Mike Wright of Business Jets addressed the Board in support of Item 5.2.

  5.2   First Supplemental Agreement to Lease with Business Jet Center Oakland, L.P.
        (Aviation)

        The Motion to approve Item 5.2 passed by the following votes: (4) Ayes:
        2nd Vice President Head, Commissioner Uno, Commissioner Yee and President
        Calloway; (3) Excused: 1st Vice-President Gonzales, Commissioner Gordon and
        Commissioner Lighty.

        A Motion to approve Item 6.1 was made by Commissioner Yee and seconded by Vice-
        President Head.

  6.1   Resolution No. 11-113 Approval of a Professional Services Agreement with Brϋel and
        Kjær EMS, Inc. to Provide Noise Office Support Services for the Maintenance of the
        Airport Noise and Operations Monitoring System (ANOMSTM) at the Oakland
        International Airport, with the option for annual extensions for up to five years, and
        Waiver of Competitive Bidding. (Aviation)

        The Motion to approve Item 6.1 passed by the following votes: (4) Ayes: 1st Vice-
        President Gonzales, 2nd Vice President Head, Commissioner Yee and President
        Calloway; (3) Excused: Commissioner Gordon, Commissioner Lighty and
        Commissioner Uno

        A Motion to approve Item 6.2 was made by Commissioner Yee and seconded by Vice-
        President Gonzales.



                                                5



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6.2   Ordinance No. 4172 & Resolution No. 11-114 Domestic Air Service Marketing
      Incentive Program (Aviation)

      The Motion to approve Item 6.2 passed by the following votes: (4) Ayes: 1st Vice-
      President Gonzales, 2nd Vice President Head, Commissioner Yee and President
      Calloway; (3) Excused: Commissioner Gordon, Commissioner Lighty and
      Commissioner Uno

      Acting Director of Engineering, Chris Chan, presented Item 6.4.

      A Motion to approve Item 6.4 was made by Vice-President Head and seconded by Vice-
      President Gonzales.

6.4   Resolution No. 11-116, 11-117, 11-118 & 11-119 Authorize Capital Project Budget and
      Associated Actions Related to Miscellaneous Major Maintenance Projects for the Port’s
      Maritime Areas (Maritime/Engineering)

      The Motion to approve Item 6.4 passed by the following votes: (4) Ayes: 1st Vice-
      President Gonzales, 2nd Vice President Head, Commissioner Yee and President
      Calloway; (3) Excused: Commissioner Gordon, Commissioner Lighty and
      Commissioner Uno

      Director of Administrative Services, Denyce Holsey, introduced Item 6.5.

      A Motion to approve Item 6.5 was made by Vice-President Gonzales and seconded by
      Vice-President Head.

6.5   Resolution No. 11-120 Addition of One (1) Position of Job Code 10385 to the Fiscal
      Year 2011 - 2012 Staffing Plan. (Administration)

      The Motion to approve Item 6.5 passed by the following votes: (4) Ayes: 1st Vice-
      President Gonzales, 2nd Vice President Head, Commissioner Yee and President
      Calloway; (3) Excused: Commissioner Gordon, Commissioner Lighty and
      Commissioner Uno

      Board Secretary, John Betterton, reported on the need to take action on Item 6.6.

      A Motion to approve an “urgency” finding was made by Vice-President Head and
      seconded by Commissioner Yee.

      Resolution No. 11-121 The Board of Port Commissioners determines that the following
      matter (6.6) is urgent and that by a unanimous vote of those present, that there is a need
      to take immediate action which came to the attention of the body after the Agenda was
      posted, and that the need to take immediate action is required to avoid a substantial
      adverse impact that would occur if the action were deferred to a subsequent Special or
      Regular Meeting.




                                              6



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        The Motion to approve Resolution 11-121 passed by the following votes: (4) Ayes: 1st
        Vice-President Gonzales, 2nd Vice President Head, Commissioner Yee and President
        Calloway; (3) Excused: Commissioner Gordon, Commissioner Lighty and
        Commissioner Uno

        Director of Administrative Services, Denyce Holsey, introduced Item 6.6.

        A Motion to approve Item 6.6 was made by Vice-President Head and seconded by
        Commissioner Yee.

  6.6   Resolution No. 11-122 Approval of Employee’s Reappointment to Former Classification
        of Custodian, and Pay Rate of $4,834 Per Month Prior to Reassignment to the PETA
        Program. (Administration)

        The Motion to approve Item 6.5 passed by the following votes: (4) Ayes: 1st Vice-
        President Gonzales, 2nd Vice President Head, Commissioner Yee and President
        Calloway; (3) Excused: Commissioner Gordon, Commissioner Lighty and
        Commissioner Uno

7. UPDATES/ANNOUNCEMENTS

        Director of Environmental Programs and Planning, Richard Sinkoff, reported on the
        Strategic Plan Workshop held by the Board on September 8, 2011.

8. SCHEDULING

         There was no discussion on scheduling.

OPEN FORUM

        There were no speakers in Open Forum.

ADJOURNMENT

        There being no additional business the Board adjourned at 4:30 PM




____________________________                                            _________________
John Betterton, Secretary                                                     Date
Board of Port Commissioners




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                                   PORT ORDINANCE NO. 4170

             ORDINANCE APPROVING AN AMENDMENT TO LEASE WITH
             FEDERAL EXPRESS CORPORATION TO ADD 9,037± SQUARE FEET TO
             THE PREMISES AT THE OAKLAND INTERNATIONAL AIRPORT AND
             EXTEND CERTAIN DATES.

                WHEREAS the Board of Port Commissioners of the City of Oakland (“Board”) has
reviewed and evaluated the Agenda Report for Agenda Item 5.1, dated September 15, 2011 (the “Agenda
Report”) and related agenda materials, has received the expert testimony of Port staff, and has provided
opportunities for and taken public comment; and, therefore

                  BE IT ORDAINED by the Board of Port Commissioners of the City of Oakland as
follows:

                  Section 1. The Board of Port Commissioners (“Board”) approves and authorizes the
Executive Director to approve and execute for and on behalf of the Board subject to the Port Attorney’s
approval as to form and legality, a First Amendment to the Amended and Restated Lease with FEDERAL
EXPRESS CORPORATION to add 9,037± square feet of land to the existing premises and to extend
certain rental revision related dates, as set forth in the Agenda Report.

                  Section 2. This ordinance is not evidence of and does not create or constitute (a) a contract,
lease or the grant of any right, entitlement or property interest, or (b) any obligation or liability on the part of the
Board or any officer or employee of the Board. This ordinance approves and authorizes the execution of said
Amendment to Lease in accordance with the terms of this ordinance. Unless and until a separate written
Amendment to Lease is duly executed on behalf of the Board as authorized by this ordinance, is signed as
approved as to form and legality by the Port Attorney, and is delivered to Lessee, there shall be no valid or
effective Amendment to Lease.

                  Section 3. In acting upon this matter, the Board has exercised its independent judgment
based on substantial evidence in the record and adopts and relies upon the facts, data, analysis, and findings
set forth in the Agenda Report and in related agenda materials and in testimony received;

                  Section 4. This ordinance shall take effect thirty (30) days from and after its final
adoption.


     The Board of Port Commissioners, Oakland, California, September
15, 2011.   Passed to print for one day by the following vote: Ayes:
Commissioners Gonzales, Head, Yee and President Calloway – 4. Excused:
Commissioners Gordon, Lighty, and Uno – 3 Noes: 0.

                                             John T. Betterton
                                             Secretary of the Board




                                                                                                                270648



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                                   PORT ORDINANCE NO. 4171
             ORDINANCE APPROVING AN AMENDMENT TO LEASE WITH
             BUSINESS JET CENTER OAKLAND, L.P. FOR PREMISES AT THE
             OAKLAND INTERNATIONAL AIRPORT AND EXTEND CERTAIN DATES.

                WHEREAS the Board of Port Commissioners of the City of Oakland (“Board”) has
reviewed and evaluated the Agenda Report for Agenda Item 5.2, dated September 15, 2011 (the “Agenda
Report”) and related agenda materials, has received the expert testimony of Port staff, and has provided
opportunities for and taken public comment; and, therefore.

                  BE IT ORDAINED by the Board of Port Commissioners of the City of Oakland as
follows:

                 Section 1. The Board approves the terms set forth in the Agenda Report for a First
Supplemental Agreement (“First Supplement”) to that certain Lease and Option to Lease Agreement
between the Port of Oakland and BUSINESS JET CENTER OAKLAND, L.P, at the rate proposed, and
as more fully set forth in Agenda Report Item No. 5.2, dated September 15, 2011.

                 Section 2. The Executive Director is hereby authorized to approve and execute said First
Supplemental Agreement and any other reasonably necessary agreements including any and all Exhibits, set
forth in said Agenda Report, subject to the Port Attorney’s review and approval as to form and legality.

                  Section 3. This ordinance is not evidence of and does not create or constitute (a) a contract,
lease or the grant of any right, entitlement or property interest, or (b) any obligation or liability on the part of the
Board or any officer or employee of the Board. This ordinance approves and authorizes the execution of said
First Supplement in accordance with the terms of this ordinance. Unless and until a separate written First
Supplement is duly executed on behalf of the Board as authorized by this ordinance, is signed as approved as to
form and legality by the Port Attorney, and is delivered to Lessee, there shall be no valid or effective First
Supplement.

                  Section 4. In acting upon this matter, the Board has exercised its independent judgment
based on substantial evidence in the record and adopts and relies upon the facts, data, analysis, and findings
set forth in the Agenda Report and in related agenda materials and in testimony received;

                  Section 5. This ordinance shall take effect thirty (30) days from and after its final
adoption.


     The Board of Port Commissioners, Oakland, California, September
15, 2011.   Passed to print for one day by the following vote: Ayes:
Commissioners Gonzales, Head, Yee and President Calloway – 4. Excused:
Commissioners Gordon, Lighty, and Uno – 3 Noes: 0.

                                             John T. Betterton
                                             Secretary of the Board




                                                                                                                270650



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                                                   CONSENT ITEMS Tab 5.4




                     PORT ORDINANCE NO. 4172
          ORDINANCE AMENDING PORT ORDINANCE NO. 3634 TO
          IMPLEMENT THE PROPOSED DOMESTIC AIR SERVICE
          MARKETING INCENTIVE PROGRAM.

     WHEREAS the Board of Port Commissioners has reviewed and
evaluated the Agenda Report dated September 15, 2011, Item 6.2
(“Agenda Report”) and related materials, has received the expert
testimony of Port staff, and has provided opportunities for and taken
public comment; and

     BE IT ORDAINED by the Board of Port Commissioners of the City of
Oakland as follows:

     Section 1.    Section 9 of Port Ordinance No. 3634      is hereby
amended by replacing the following text:

     “The following charges are hereby established for      storage of
     Aircraft at the Airport:

     with the following replacement text:

     “Except as otherwise provided by a written agreement between the
     Port and an Airline Operator, or as may be waived pursuant to a
     marketing incentive policy authorized by the Port if such waiver
     is reflected in a written agreement between the Port and an
     Airline Operator, the following charges are hereby established
     for storage of Aircraft at the Airport:”

     Section 2.    Section 10.1 of Port Ordinance No. 3634 is hereby
amended by replacing the following text:

     “Except as otherwise provided by a written agreement between the
     Port and an Airline Operator, the following charges for space
     rental or license of ticketing counters and related office,
     holding room and baggage area in the Terminal Buildings are
     hereby established:”

     with the following replacement text:

     “Except as otherwise provided by a written agreement between the
     Port and an Airline Operator, or as may be waived pursuant to a
     marketing incentive policy authorized by the Port if such waiver
     is reflected in a written agreement between the Port and an
     Airline Operator, the following charges for space rental or
     license of ticketing counters and related office, holding room
     and   baggage  area  in   the  Terminal   Buildings  are  hereby
     established:”

     Section 3.   This ordinance shall be effective on October 6, 2011.


                                                             270643




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     Section 4.    In acting upon the matters contained herein, the
Board has exercised its independent judgment based on substantial
evidence in the record and adopts and relies upon the facts, data,
analysis, findings and conditions set forth in the Agenda Report and
in related materials and in testimony received.



     The Board of Port Commissioners, Oakland, California, September
15, 2011.   Passed to print for one day by the following vote: Ayes:
Commissioners Gonzales, Head, Yee and President Calloway – 4.
Excused: Commissioners Gordon, Lighty, and Uno – 3 Noes: 0.

                          John T. Betterton
                          Secretary of the Board




                                                          270643




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              REMAINING ACTION ITEMS
Remaining Action Items are items not previously addressed
in this Agenda that may require staff presentation and/or
discussion and information prior to action by the Board.




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 Location of
 ATM on
 garage wall




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                                                         BOARD MTG. DATE: 10/06/11



                               AGENDA REPORT
TITLE:            Fiscal Year 2010/2011 On-call Contract Usage Report and Authorization
                  for the Executive Director to Execute Various On-Call Contracts

AMOUNT:           $6,360,000 - Total Not to Exceed Amount of Replacement Contracts
                  ($4,800,000 – in new solicitations & $1,560,000 in previously approved
                  contracts)

PARTIES INVOLVED:

                   Corporate Name/Principal                        Location
                     New solicitations:
                        TBD
                     Previously approved contacts:
                        Kone, Inc.                                 San Leandro, CA
                           Kurt E. Stepaniak, Vice President
                           Trevor Peter Nink, President
                        Ackerman & Sons Co., Inc.                  Woodland Hills,
                           Sean Ackerman, President                CA

TYPE OF ACTION:                       Resolution

SUBMITTED BY:                         Chris Chan, Acting Director of Engineering

APPROVED BY:                          Omar Benjamin, Executive Director

SUMMARY

This Agenda Report summarizes the expenditures of the Port’s on-call professional
services and public works contracts that were in effect during Fiscal Year 2010/2011.
Additionally, it requests that the Board authorize the Executive Director to execute various
on-call contracts as replacements for current on-call contracts, and a proposed new on-
call contract.

FACTUAL BACKGROUND

On-call contracts provide significant time and cost savings and are an important tool to
meet the Port’s operational needs by reducing processing time for contract solicitation,
preparation and execution, and by providing the capability to quickly respond to business
needs or funding opportunities.

Subject to approval by the Board of Port Commissioners (Board), on-call professional
services contracts are established through the Request for Qualifications (RFQ) or Request
for Proposals (RFP) process and on-call public works contracts are established through the

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                                                          BOARD MTG. DATE: 10/06/11


public bidding process as outlined in Port Ordinance No. 1606. The on-call public works
contracts are renewed through the authority of the Executive Director on an annual basis
within the maximum term of the contract, typically ranging from 3 to 5 years. Each on-call
contract also has a not to exceed expenditure limit approved by the Board.

In previous Agenda Reports requesting authority to execute various on-call contracts, staff
indicated that an annual informational report would be submitted to the Board detailing the
expenditures of on-call contracts that were in effect during the previous fiscal year. This
agenda report continues that annual reporting effort first initiated in September 21, 2010. In
addition, staff will also submit an informational report to the Board detailing the results of
the consultant selection or bid process upon award of each contract.

Additionally, in this Agenda Report, staff seeks authority to re-establish existing on-call
contracts that will expire within the next 12 months for the not to exceed amounts described
herein below.

Finally, staff requests authority to re-establish, under the same terms and conditions, two
(2) on-call contracts that were inadvertently allowed to expire prior to the end of the
originally Board approved contract period.

ANALYSIS

Fiscal Year 2010/2011 On-call Contract Usage

The On-call Contract Usage Report for Fiscal Year 2010/2011 for public works and
professional services is attached (Attachment A). Contract usage is triggered by
incidences of work and issued as a work authorization (WA) or a technical service order
(TSO) for public works contracts and professional services contracts, respectively. All
incidences of work were issued within the approved budget authorities.

Authorization to Award Future On-call Contracts

The on-call contracts listed on the following table include on-call contracts that are expiring
or nearing expiration within approximately one year and a proposed new on-call contract.
Staff requests authorization to solicit proposals for these contracts based on the RFQ/RFP
process or the public works bid process, as applicable, and to award and execute each
contract in accordance with Port Ordinance No. 1606 for an amount not to exceed the
proposed expenditure limit and for a duration not to exceed the maximum term listed in the
following table. Port staff believes that this streamlined approach, in lieu of seeking Board
approval prior to executing each individual contract upon the completion of the RFQ/RFP
selection or bid process, will save staff resources and expedite the contract establishment
process.

The annual cost may vary, but in no case will the total combined expenditures exceed the
expenditure limit specified in the table below for the term of the contracts unless
subsequently approved by the Board of Port Commissioners.

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This Board action only establishes the contractual authority to execute the contracts. Each
incidence of work will be authorized only with available approved operating budget or
capital budget.

                                 Previously
                                                       Proposed              Previous       Proposed
                                Authorized                                                                 Type of
         Contract                                     Expenditure            Contract       Contract
                                Expenditure                                                                Contract
                                                         Limit                 Term           Term
                                   Limit
                                    $1,200,000
On-call Crane Structural                          $1,200,000     Approx.
                                *(reduced from                                5 years         3 years      Consultant
Inspection & Material Testing                                   $400,000
                                   $2,000,000)
                                                                 per year
On-call Material Testing &          $2,600,000                   Approx.
                                                  $1,200,000
Construction Inspection         *(reduced from                  $400,000      5 years         3 years      Consultant
Services                           $3,600,000)                   per year
                                                                            Terminates
                                                                               when
On-call Hydrographic                                             Approx.
                                                                            expenditure
Surveying and Mapping                $800,000      $450,000     $150,000                      3 years      Consultant
                                                                              limit is
Services                                                         per year
                                                                             reached.

                                                                 Approx.
On-call Sanitary Sewer               N/A                                                                     Public
                                                   $750,000     $250,000        N/A          3.5 years
Inspection and Cleaning         (New Contract)                                                               Works
                                                                 per year
                                    $3,000,000
                                                                 Approx.
                                   **(increased   $1,200,000                                                 Public
On-call Material Crushing                                       $400,000      5 years        3.5 years
                                           from                                                              Works
                                                                 per year
                                   $2,000,000)

*Original Board approved contract expenditure limit was reduced by the Board on 5/4/10 by Resolutions No. 10-45 and
No. 10-47.
** Original Board approved contract expenditure limit was increased by the Board on 5/4/10 by Resolutions No. 09075 to
incorporate material crushing at the Airport.

On-call Crane Structural Inspection & Material Testing

The work of the On-call Crane Structural Inspection & Material Testing consists of providing
periodic structural inspection of the Port cranes to help maintain their structural integrity.
The RFP will include a provision to award to more than one consultant to insure consultant
availability.

On-call Material Testing and Construction Inspection Services

The work of the On-call Material Testing and Construction Inspection Services includes
field testing, sampling, and laboratory testing for soils, aggregates, asphalt concrete,
Portland cement concrete, steel reinforcing, masonry, metals, welding, and bolting, and
performing inspections on Port construction projects. The RFP will include a provision to
award to more than one consultant to insure consultant availability.

On-call Hydrographic Surveying and Mapping Services

The work of this on-call hydrographic surveying and mapping services contract supports

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the Port’s Berth Dredging efforts by performing hydrographic assessment surveys to
determine dredging priorities, to confirm that the required dredging depths have been
reached and to calculate dredge material quantities for measurement and payment.

On-call Sanitary Sewer Inspection and Cleaning

The Sewer System Management Plan (SSMP) was approved and adopted by the Board on
May 18, 2010, pursuant to the requirements of the State Water Resources Control Board
Order No. 2006-0003. The SSMP provides a plan and schedule to properly manage,
operate, and maintain the Port sanitary sewer collection system. The work of this on-call
sanitary sewer inspection and cleaning contract is consistent with the requirement of the
SSMP. This contract work is necessary to prevent blockages and sewage overflows in the
collection system. The inspection data will be evaluated to identify sewer pipeline and
manhole structural defects in need of repair, rehabilitation, or replacement.

Staff believes it would be in the best interest of the Port to include the work of this contract
in the Port’s Small Business Program. The Port’s Small Business Program allows small
local contractors to gain experience in the public sector work. Accordingly, it is
recommended that the Port dispense with standard bidding procedures and engage in an
outreach program by initially soliciting proposals from only SBEs, subject to staff confirming
that there are at least three (3) SBE contractors willing and able to bid as required by the
Port’s Non-Discrimination and Small Local Business Utilization Policy (NDSLBUP). In the
event that staff is unsuccessful in identifying sufficient SBE contractors or is unsuccessful in
soliciting an acceptable bid from an SBE contractor for this work, staff will solicit bids on the
open market.

On-call Material Crushing Contract

The work of the On-call Material Crushing Contract consists of general support of the Port’s
Materials Management Program (MMP), including stockpiling and crushing large quantities
of concrete and asphalt resulting from construction projects in the Maritime and Aviation
areas to produce aggregate base, engineered fill, drain rock, and other products for use by
the Port and its tenants on future projects.

Further, it is believed to be in the best interests of the Port to facilitate the bidding process
for these public works contracts by delegating to the Executive Director the authority to
resolve bid protests, if any.

Authorization to Execute Replacement Contracts for Expired On-call Contracts

On August 5, 2008 and October 6, 2009, by Resolution No. 08187 and Resolution No.
09150, the Board authorized the Executive Director to execute the Contract for Removal of
Rubber Deposits and Painted Ground Markings from Airport Pavements for the period
Commencing January 1, 2009 and Ending June 30, 2010, 2011, 2012, 2013 or 2014 and
the Contract for Furnishing Maintenance and On-Call Service for Various Elevators,


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    Escalators and Moving Walkways at Port of Oakland Facilities for the Period Commencing
    January 1, 2010 and Ending December 31, 2010, 2011, 2012, 2013 or 2014, respectively.

    Each contract includes a provision allowing the Port to renew the contract through the
    authority of the Executive Director in one-year increments, with the maximum term of both
    contracts ending in 2014. These contracts are managed by the Airport Facilities
    Department. Due to administrative oversight, these contracts were not renewed in the
    allotted time period.

    The work of these contracts ensure public safety and the safety of aircraft operations by
    providing preventive and on-call maintenance of the Port owned elevators, escalators and
    moving walkways, and by removing rubber that builds up on runways during aircraft
    landings that can cause pavement surfaces to become slippery. It is critical that this
    maintenance work continue to be performed without delay.

    Both contractors are performing quality work in accordance with industry standards under
    the respective contracts, and staff intended to exercise the contract renewal option.
    However, since the contracts were not renewed prior to the expiration date, Board approval
    is required to re-establish these contracts. Accordingly, staff requests approval from the
    Board to issue new replacement contracts with the same contractors for the same work
    under the same terms and conditions as the expired contracts outlined below on the
    following table:

                                                                   Proposed         Proposed
                                        Original      Original
                                                                  Replacement      Replacement         Type of
        Contract         Contractor   Expenditure     Contract
                                                                  Expenditure        Contract          Contract
                                         Limit         Period
                                                                     Limit            Period
Maintenance & On-call                    $1,200,000                    $960,000
                                                       1/1/10-
Service for Elevators,                     (Approx.                     (Approx.   1/1/11-12/31/14      Public
                         Kone, Inc.                   12/31/14
Escalators and Moving                  $240,000 per                 $240,000 per       (4 years)        Works
                                                      (5 years)
Walkways                                      year)                        year)
Removal of Rubber        Ackerman &       $825,000     1/1/09-         $600,000
Deposits & Painted       Sons, Co.,        (Approx.    6/30/14          (Approx.   7/1/10-6/30/14       Public
Ground Markings from     Inc.          $150,000 per     (5-1/2      $150,000 per      (4 years)         Works
Airport Pavement                              year)    years)              year)


    LOCAL BUSINESS UTILIZATION

    Based on the funding source, the Port’s Non-Discrimination and Small Local Business
    Utilization Policy (NDSLBUP) will be applied to these projects. The Social Responsibility
    Division will work closely with Engineering to ensure outreach and analysis in the
    accordance with the NDSLBUP.

    The Port will conduct outreach in the following way:

    •    Outreach to firms in the Port’s certified database (representing local/small businesses)
         doing business within the identified categories prior pre-bid:



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    −   Materials testing
    −   Construction Inspection Services
    −   Hydro Surveying
    −   Mapping
    −   Concrete
    −   Trucking

•   Sharing the Port certified list of firms with prime contractors at the pre-bid/pre-proposal
    conference.

•   Prior to pre-bid, Email blasts to trade associations, industry groups, chambers and
    workforce community based organizations: (e.g., Alameda County Building &
    Construction Trades, Women in Trades Council, Oakland Black Board of Trade &
    Commerce, Oakland Chinatown Chamber, Unity Council, Cypress Mandela Training
    Center, etc.).

•   Port website announcement of the contract opportunity.

•   Information sharing and education of requirements, goals, resources (e.g., certification
    and technical assistance) and expectations as part of the pre-bid meeting and
    information packet provided to potential bidders.

E-blasts will be shared with sister agencies (i.e., City of Oakland, County of Alameda,
Caltrans, Alameda County Transportation Authority, et al), and construction
clearinghouses.

BUDGET & FINANCIAL IMPACT

Cost of the capital work performed under these contracts will be charged to approved
capital project budgets.

Expense and major maintenance work under these contracts will be performed on an as-
needed basis and charged to approved operating budgets. Consequently, the funding
source will be determined as the need for various improvements arises.

In either case, if no approved funding source is found, the work will not be performed.

STRATEGIC PLAN

The Strategic Plan, adopted by the Board on October 5, 2010, is a cornerstone of the
overall alignment of the Port. It provides the framework for focusing the work of staff and
the Board of Port Commissioners, and serves to guide an organization-wide redesign to
better match the skills and talents of Port employees with the overall strategic goals of the
organization in the key areas of Sustainable Business and Economic Development,
Stewardship and Accountability, Port Workforce and Operations, and Communications and
Information.

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These projects would help the Port achieve the following goals and objectives pertaining to
the strategic goal of Sustainable Economic and Business Development:

                                                                     HOW THIS PROJECT IMPLEMENTS
    GOAL                         OBJECTIVE
                                                                     THE OBJECTIVE
                                 1. Maximize the use of existing     The proposed contracts will support the design
    Goal A: Create
                                 assets.                             and construction of improvements to existing
    Sustainable Economic
                                                                     Port facilities and infrastructure, thereby
    Growth For The Port
                                                                     increasing the service life and maximizing the
    And Beyond
                                                                     use of the Port’s assets.

    Goal A: Create               3. Increase revenue, job creation   The proposed contracts will create
    Sustainable Economic         and small business growth.          opportunities for consulting and construction
    Growth For The Port                                              related jobs.
    And Beyond

    Goal B: Maintain And         1. Retain existing customers and
    Aggressively Grow            tenants.
    Core Businesses                                                  The proposed contracts will support the
                                                                     maintenance and improvement of the Port’s
                                                                     facilities and infrastructure, which is necessary
    Goal B: Maintain And         2. Market strategically and         to retain existing as well as attract new
    Aggressively Grow            aggressively to attract new         customers and tenants.
    Core Businesses              customers and tenants

                                                                     The proposed contracts will support the
    Goal D: Improve the          3. Maximize return on               maintenance of Port’s facilities and
    Port’s financial position.   investments (ROI).                  infrastructure. Regular maintenance in the
                                                                     long term is less expensive than the cost of the
                                                                     repairs resulting from deferred maintenance.




STAFFING IMPACT

It is anticipated that these projects can be accomplished within the current Port staffing
levels.

SUSTAINABILITY

The work of these contracts is subject to the Port’s Sustainability Policy implemented in
November 2000. In particular, contractors performing work under the public works
contracts referenced herein will be subject to the Port of Oakland Construction and
Demolition Debris Waste Reduction and Recycling Requirement Ordinance. Contractors
will be required to separate salvageable materials during the course of the work for reuse.
In the case of the On-call Material Crushing Contract, crushing of the large amounts of
concrete and asphalt generated from construction projects will result in the production of
various types of processed materials which can be used in future Port construction
projects, as well as result in a reduction in material disposal quantities and fees.



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ENVIRONMENTAL

CEQA Determination
This agenda report involves two actions: providing an informational summary report on the
usage of on-call contracts during the FY2010/2011 and authorizing the execution of various
on-call contracts. These two actions were reviewed in accordance with the requirements of
the California Environmental Quality Act (CEQA). The general rule in Section 15061(b)(3)
of the CEQA Guidelines states that CEQA applies only to activities that have a potential for
causing a significant effect on the environment. It can be seen with certainty these two
actions will not result in a physical change in the environment; therefore, it is not a project
under CEQA and no further environmental review is required.

When projects are identified that require utilizing the new on-call contracts, staff will
determine whether further environmental review is required at that time, and such projects
may be brought to the Board for approval of CEQA findings.

Environmental Compliance
These actions will not disturb soil or groundwater.

Mitigation
These actions will not have any significant impacts to the environment; therefore, no
mitigation measures are required.

Related Plans and Policies
These actions do not require mitigation measures; therefore, there are no related or
adopted plans for this project.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

On-call Construction Material Testing & Inspection Services:

       This contract is for professional services for construction testing and inspection and
       the provisions of the Port of Oakland Maritime and Aviation Project Labor Agreement
       (MAPLA) apply to this work.

On-call Crane Structural Inspection and Material Testing Services; and On-call
Hydrographic Surveying and Mapping Services:

       These contracts are for professional services that do not include testing and
       inspection related to construction work and the provisions of the MAPLA do not
       apply to this work.




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On-call Material Crushing Contract:

      The provisions of the Port of Oakland Maritime and Aviation Project Labor
      Agreement (MAPLA) apply to this work.

Maintenance & On-call Service for Elevators, Escalators and Moving Walkways; On-call
Sanitary Sewer Inspection and Cleaning; and Removal of Rubber Deposits & Painted
Ground Markings from Airport Pavement:

       These contracts are not for “major maintenance” within the meaning of the Port of
       Oakland Maritime and Aviation Project Labor Agreement (MAPLA) and are not part
       of the Port’s Capital Improvement Program (CIP). The provisions of the MAPLA do
       not apply to this work.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

Professional services contracts that are related to capital improvement projects shall be
covered within the terms and provisions of the PLIP (Professional Liability Insurance
Program) established by the Port. The consultant will be required to provide insurance in
accordance with contract documents for projects that are not related to the capital
improvement projects and not covered by PLIP.

Regarding the proposed public works contracts, the work is not associated with a capital
improvement construction project. Therefore, they do not fall within the scope of the Port of
Oakland Owner Controlled Insurance Program (OCIP) and the provisions of OCIP will not
apply. The contractors will be required to provide insurance in accordance with the contract
documents.

GENERAL PLAN

Regarding the proposed consultant contracts, these contracts are for professional services
and will not directly include any alteration of property.

Regarding the proposed public works contract for On-call Material Crushing contract, this
contract supports existing construction contracts for projects that conform to the
Transportation designation of the General Plan, pursuant to Section 727 of the City of
Oakland Charter.

Regarding the Contract for Maintenance & On-call Service for Elevators, Escalators and
Moving Walkways, the contract for On-call Sanitary Sewer Inspection and Cleaning, and
the Contract for Removal of Rubber Deposits & Painted Ground Markings from Airport
Pavement, the work is limited to maintenance of existing facilities that conform to the
provisions of the Oakland General Plan, and will not change the existing uses of any
facilities.




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LIVING WAGE

Regarding the proposed professional services contracts, Living wage requirements, in
accordance with the Port’s Rules and Regulations for the Implementation and Enforcement
of the Port of Oakland Living Wage Requirements (the “Living Wage Regulations”), do not
apply, as the consultants will employ fewer than 21 employees working on Port-related
work. However, the consultants will be required to certify that should living wage
obligations become applicable, the consultants shall comply with the Living Wage
Regulations.

Regarding the public works contracts, Living wage requirements, in accordance with the
Port’s Rules and Regulations for the Implementation and Enforcement of the Port of
Oakland Living Wage Requirements (the “Living Wage Regulations”), do not apply because
the contracts are construction contracts covered by state prevailing wage rules and the
prevailing rate of wage is higher than the wage required by the Living Wage Regulations.

OPTIONS

   1. Approve all recommendations as outlined above. This would reduce processing
      time for contracts and enhance our ability to quickly respond to business needs or
      funding opportunities. This is the recommended option.

   2. Selectively approve one or more of the recommendations.

   3. Reject all the recommendations. The on-call contracts nearing expiration may
      expire prior to the establishment of replacement contracts. Staff would seek
      individual Board approval to solicit proposals and execute each of the proposed on-
      call replacement contracts. However, this would increase the time to establish the
      contracts and require additional staff resources; and might result in delays in the
      ability to respond efficiently to urgent work and business opportunities. Regarding
      the contracts that were inadvertently allowed to expire, it is critical that these
      contracts be re-established as soon as possible to insure continuation of this vital
      safety related work.

RECOMMENDATION

Staff recommends that the Board find it to be in the best interest of the Port to:

   1. Authorize the Executive Director to execute on-call professional services
      agreements described herein based on the standard RFQ/RFP process in
      accordance with Port Ordinance No. 1606 as follows:

          •   Agreements with one or more consultants at a combined maximum
              compensation of $1,200,000 for On-call Crane Structural Inspection and
              Material Testing Services for a contract period not to exceed three (3) years.


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      •   Agreements with one or more consultants at a combined maximum
          compensation of $1,200,000 for On-call Material Testing & Construction
          Inspection Services for a contract period not to exceed three (3) years.

      •   Agreements with one consultant at maximum compensation of $450,000 for
          On-call Hydrographic Surveying and Mapping Services for a contract period
          not to exceed three (3) years.

2. Authorize the Director of Engineering to approve the Project Manual, authorize the
   advertisement for bids, and authorize the Executive Director to award the contract
   for Furnishing Labor and Equipment for On-Call Material Crushing Services for a
   maximum three and a half (3-1/2) year period renewed in one-year increments for
   the period commencing no later than September 15, 2012 and ending no later than
   December 31, 2015 to the lowest responsible responsive bidder in an amount not to
   exceed $1,200,000.

3. Authorize the Director of Engineering to approve the Project Manual, authorize the
   advertisement for bids, approve the inclusion of the work in the Port's Small
   Business Program, dispense with standard bidding procedures for the contract for
   Furnishing Labor, Materials, and Equipment for Inspecting and Cleaning Port of
   Oakland Sanitary Sewers for a maximum three and a half (3-1/2) year period
   renewed in one-year increments for the period commencing no later than July 1,
   2012 and ending no later than June 30, 2015 (On-call Sanitary Sewer Inspection
   and Cleaning); and authorize the Executive Director to execute a contract for this
   work with a Port-certified SBE contractor if an acceptable bid is received for a total
   contract amount not to exceed $750,000.

4. Alternatively, in the event that staff is unsuccessful in identifying at least three (3)
   Small Business Enterprise (SBE) contractors willing and able to bid or is
   unsuccessful in soliciting an acceptable bid from an SBE contractor for this work,
   authorize the Director of Engineering to approve the Project Manual, authorize the
   advertisement for bids on the open market, and authorize the Executive Director to
   award the contract for Furnishing Labor, Materials, and Equipment for Inspecting
   and Cleaning Port of Oakland Sanitary Sewers (On-call Sanitary Sewer Inspection
   and Cleaning) for a maximum three and a half (3-1/2) year period renewed in one-
   year increments for the period commencing no later than July 1, 2012 and ending no
   later than June 30, 2015 to the lowest responsible responsive bidder in an amount
   not to exceed $750,000.

5. Dispense with standard bidding procedures and authorize the Executive Director to
   enter into a new contract with Kone, Inc. for Furnishing Maintenance and On-Call
   Service for Various Elevators, Escalators and Moving Walkways at Port of Oakland
   Facilities for the Period Commencing January 1, 2011 and Ending December 31,
   2011, 2012, 2013 or 2014, under the same terms and conditions and scope of the
   expired agreement described above in the estimated annual amount of $240,000 not
   to exceed the aggregate total amount of $960,000 for the four year period.

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6. Dispense with standard bidding procedures and authorize the Executive Director to
   enter into a new contract with Ackerman & Sons Co., Inc. for Removal of Rubber
   Deposits and Painted Ground Markings from Airport Pavements for the period
   Commencing July 1, 2010 and Ending June 30, 2011, 2012, 2013 or 2014, under
   the same terms and conditions and scope of the expired agreement described
   above in the estimated annual amount of $150,000 not to exceed the aggregate total
   amount of $600,000 for the four year period.

7. Authorize the Executive Director to resolve any bid and any “No-bid” protests in
   accordance with Port Ordinance No. 1606.




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                                                                                                                                  Fiscal Year 2010/1011 On-call Contract Usage Report and Authorization
                                                                                                                                          for the Executive Director to Execute Various On-call Contracts
                                                                                                                                                                                           Attachment A
                                                                                   On-call Contracts
                                                                         FY 10/11 Usage - Professional Services
                                                                                                                                                                          *No. of
                                                                                                                        Total Board                                                      Subtotal of TSO
    Managing                                                                                                                                    Total Contract             TSOs
                                                    Contracts                                  Contract Period      Authorized Contract                                                     Amounts
    Division                                                                                                                                 Expenditures to Date       Issued in
                                                                                                                         Amount                                                        Issued in FY 10/11
                                                                                                                                                                         FY 10/11

                                                                                               5/1/04-***
                      ON-CALL AIRPORT PLANNING & DEVELOPMENT                                   3/1/01-***
Aviation              (contract period varies with specific contract)                          2/1/01-***              $   2,825,000.00         $    1,717,070.00           0             $           -

Engineering           ON-CALL CONSTRUCTION MANAGEMENT                                          7/1/07-6/30/11          $   4,500,000.00         $      889,042.56           2             $     297,100.00

Engineering           ON-CALL ARCHITECTURAL DESIGN                                             9/5/06-9/4/11           $   3,600,000.00         $    1,604,090.22           1             $      16,000.00

Engineering           ON-CALL AIRPORT ENGINEERING DESIGN                                       5/6/08-5/6/13           $   8,200,000.00         $    3,526,339.36           3             $     510,849.00

Engineering           ON-CALL MATERIAL TESTING & INSPECTION                                    1/22/08-1/21/12         $   2,600,000.00         $      837,328.78           9             $      90,860.00

Engineering           ON-CALL RAILROAD DESIGN ENGINEERING                                      10/1/08-9/30/11         $     250,000.00         $         -                 0             $           -

Engineering           ON-CALL WHARF DESIGN ENGINEERING                                         11/4/04-8/7/12          $   2,000,000.00         $      163,034.34           2             $      23,500.00

Engineering           ON-CALL GEOTECHNICAL SERVICES                                            8/15/10-8/15/13         $   1,000,000.00         $       49,500.00           1             $      49,500.00

Engineering           ON-CALL HYDROGRAPHIC SURVEYING                                           8/8/05- ***             $     800,000.00         $      709,749.60           3             $     133,291.61

Engineering           ON-CALL LAND SURVEYING AND MAPPING                                       2/16/05- ***            $   4,000,000.00         $    3,566,818.96           6             $      85,652.53
Environmental         ON-CALL AIR QUALITY CONSULTANT                                           11/6/07-***             $     300,000.00         $      172,000.00           1             $      15,000.00

Environmental         ON-CALL ASBESTOS & LEAD CONSULTING                                       5/1/07-***              $     900,000.00         $      382,000.00           8             $      36,000.00
                      GENERAL ON-CALL ENVIRONMENTAL COMPLIANCE (Labs)                          8/7/07-8/7/12
Environmental         (contract period varies with specific contract)                          9/1/07-9/1/12           $   4,200,000.00         $    2,576,000.00           22            $     314,000.00

Environmental         DEDICATED ON-CALL ENVIRONMENTAL COMPLIANCE                               10/2/01-1/1/15          $   7,380,000.00         $    5,294,000.00          NA**           $     411,000.00
                      DEDICATED ON-CALL ENVIRONMENTAL DOCUMENTATION
Environmental         FOR OAKLAND ARMY BASE                                                    6/5/07-***              $     850,000.00         $      108,000.00           1             $      60,000.00

Environmental         ON-CALL ENVIRONMENTAL PLANNING                                           5/1/07-5/1/12           $   1,600,000.00         $      368,000.00           5             $     198,000.00

Maritime              ON-CALL CRANE MECHANICAL ENGINEERS                                       8/17/98-***             $   1,759,600.00         $    1,297,663.75           3             $      17,696.88

Maritime              ON-CALL CRANE STRUCTURAL ENGINEERS****                                   1/1/07-12/31/11         $     558,205.48         $      139,218.23           3             $      12,986.00

Maritime              ON-CALL CRANE STRUCTURAL INSPECTION                                      1/1/07-12/31/11         $   1,200,000.00         $      471,622.10           3             $      58,383.30



                                                                                                                       $ 48,522,805.48          $ 23,871,477.90
                      FISCAL YEAR:

                      JULY 1, 2010 - JUNE 30, 2011                                                                                                                          73            $   2,329,819.32

*No. of TSOs (Technical Services Orders) represents the number of instances of work authorized in FY 10-11.
**NA, Not Applicable. These contracts are for relatively long-term, well-defined services in support of specific projects, such as the former Oakland Army Base. TSOs are typically not used to initiate and
track work.
***Contract terminates when expenditure limit is reached.
****The work of this on-call contract is very specialized. Staff will present to the Board under a forthcoming Agenda Report a request to extend the contract term.

                                                                                                                                                                                              Page 1 of 2



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                                                                                                                              Fiscal Year 2010/1011 On-call Contract Usage Report and Authorization
                                                                                                                                      for the Executive Director to Execute Various On-call Contracts
                                                                                                                                                                                       Attachment A


                                                                                On-call Contracts
                                                                          FY 10/11 Usage - Public Works


                                                                                                                                                                 **No. of
                                                                                                                                         Total Contract            WAs        Subtotal of WA
   Managing                                                                              Contract                 Total Amount          Expenditures to         Issued in     Amounts Issued
   Division           Contracts                                                          Period                    Authorized                 Date               FY10/11        in FY 10/11

                      MAINTENANCE & ON-CALL SERVICE FOR
Aviation              ELEVATORS, ESCALATORS, AND MOVING
                      WALKWAYS                                                           1/01/10-12/31/14     $    1,200,000.00          $     140,400.00           16         $     140,400.00

Aviation              REMOVAL OF RUBBER DEPOSITS & PAINTED
                      GROUND MARKINGS FROM AIRPORT PAVEMENT                              1/01/09-6/30/14      $      825,000.00          $      83,534.01           2          $      55,496.42

Engineering           ON-CALL BUILDING                                                   7/01/08-6/30/13      $    5,000,000.00          $   1,825,353.38           12         $     476,110.91

Engineering           ON-CALL ELECTRICAL                                                 1/01/08-12/31/12     $    5,000,000.00          $   2,848,368.22           2          $      63,000.00

Engineering           ON-CALL DREDGING                                                   7/01/07-6/30/11      $    4,200,000.00          $   4,181,814.36           2          $   1,529,033.96

Engineering           ON-CALL MATERIAL CRUSHING                                          4/1/07-12/31/11      $    3,000,000.00          $   2,273,588.11           1          $     707,077.81

Engineering           ON-CALL PAVING & GRADING                                           7/01/10-6/30/13      $    4,500,000.00          $   1,115,612.06           13         $   1,115,612.06
                      HAZMAT HANDLING                                                    7/01/10-6/30/13
Environmental         (contract period varies with specific contract)                    7/01/09-6/30/14      $    2,450,000.00          $     828,200.00           22         $     460,000.00

Maritime              ON-CALL CRANE RIGGING AND REPAIR                                   1/01/08-12/31/12     $    1,595,000.00          $     519,693.78           7          $     359,216.10

Maritime              *ON-CALL CRANE SPOT PAINTING                                       12/01/06-1/30/10     $      500,000.00          $     465,862.91           0          $          -

Maritime              ON-CALL FENCING                                                    7/01/08-6/30/13      $      500,000.00          $     139,414.54           6          $      51,759.66

Maritime              ON-CALL RAIL MAINTENANCE & REPAIR                                  07/01/10-6/30/13     $      360,000.00          $      43,622.61           14         $      43,622.61



                                                                                                              $ 29,130,000.00            $ 14,465,463.98



                      FISCAL YEAR:

                      JULY 1, 2010 - JUNE 30, 2011                                                                                                                  97         $   5,001,329.53



*On-call Crane Spot Painting Contract work incorporated into On-call Crane Rigging and Repair Contract by Change Order approved by the Board on 9/7/2010 by Resolution No. 10-113.
**No. of WAs (Work Authorizations) represents the number of instances of work authorized in FY 10-11. In the case of the Contract for Maintenance and On-call Service for Elevators, Escalators
and Moving Walkways, since the scope of work includes pre-scheduled maintenance tasks that do not require separate authorizations, the WA only reflects the on-call work and does not include the
number of times that the contractor was on site to provide routine maintenance service.




                                                                                                                                                                                       Page 2 of 2



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                                                            BOARD MTG. DATE: 10/6/11



                                 AGENDA REPORT
TITLE:             Delegation of Authority to the Executive Director to Execute Local
                   Resource Adequacy Capacity Transaction Agreement

AMOUNT:            $625,000 (Not-to-Exceed Amount for Calendar Year 2012 through 2014)

PARTIES INVOLVED:

                   Corporate Name/Principal                       Location
                   City of Santa Clara Silicon Valley Power       Santa Clara, CA
                      John Roukema, Acting Utility Director

TYPE OF ACTION:                 Resolution

SUBMITTED BY:                   Chris Chan, Acting Director of Engineering

APPROVED BY:                    Omar Benjamin, Executive Director


FACTUAL BACKGROUND

As a Municipal Utility, the Port of Oakland (Port) purchases electricity from the wholesale
electricity market to supply its own operational needs and to resell for use by tenants at the
Oakland International Airport (OIA), portions of the Harbor Area, and the Oakland Army Base
(OAB).

In the aftermath of the 2001 Energy Crisis, new energy reliability regulations were adopted by
the Federal Energy Regulatory Commission (FERC) and implemented by the California
Independent Systems Operator (CAISO). All electricity Load Serving Entities (LSE), including
the Port, must have a prescribed amount of local electricity generating capability (or Local
Resource Adequacy) to prevent another energy crisis. For the Port, this amount is between
4,000 Kilowatts (KW) to 7,000 KW depending on the peak demand from the prior year. Each
LSE must demonstrate that it has sufficient local generation facilities itself or has acquired the
capacity rights from generation facilities that have capacity in excess of their needs within
areas of high energy use (called load pockets). The purpose is so the CAISO will know that
there will be enough generation capability within California to reliably serve the load in the
event of another energy crisis. This is called Local Resource Adequacy Capacity (LRAC).

This Local Resource Adequacy Capacity requirement was implemented in April 2008. By
resolution nos. 08051, 08236, 09151 and 10-151, the Board of Port Commissioners (Board)
authorized the purchase of LRAC from the City of Santa Clara, through its electric utility Silicon
Valley Power, for Calendar Year 2008, 2009, 2010 and 2011 respectively. The Port proposes
to execute a new 12-month LRAC Transaction agreement for the upcoming Calendar Year
2012 and receive authority to execute future transactions for calendar year 2013 and 2014.

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ANALYSIS

For calendar year 2012, the Local Resource Capacity amount required for the Port is 4,000
Kilowatt (KW). The City of Santa Clara has again offered to assign the Port a portion of its
excess capacity rights to help the Port meet its capacity requirement at a price of $2.50/KW
per month, for a total cost of approximately $120,000 ($60,000 for the first half of Calendar
Year 2012, and $60,000 for the second half of Calendar Year 2012). Another vendor that the
Port regularly purchases power from quoted an indicative price of $2.75/KW per month for
similar capacity rights. The Northern California Power Agency (NCPA), a joint action agency,
which the Port is a member of, established a capacity pool program that the Port is not
participating in. The LRAC price for the capacity pool program participants is also $2.50/KW
per month. If the Port fails to secure the required LRAC, the Port would be exposed to the
real-time market costs and penalties imposed by the California Independent System Operator
(CAISO). Further, the Port would be viewed negatively for not meeting the energy reliability
regulations.

Port staff is negotiating the details of the agreement with the City of Santa Clara, which will be
very similar to prior years agreements, and recommends that that the Board authorize the
Executive Director to execute the Local Resource Adequacy Capacity Transaction agreement
between the City of Santa Clara and the Port of Oakland at a price of $2.50/KW per month for
calendar year 2012.

In addition to the purchase of capacity rights from SVP for Calendar Year 2012, staff
recommends delegating authority to the Executive Director or his or her designee to execute
future capacity purchase agreements on an annual basis through Calendar Years 2014. For
2013 and 2014, due to the onset of shore power demands, the Port anticipates purchasing up
to 7,000 KW of capacity at an estimated total cost of $252,500 per year if the price of the
capacity falls within the $2-$3/KW per month range. LRAC prices have been fairly stable since
the LRAC market was established and staff does not foresee any factors that may cause price
volatility over the next 3 years. While the Port is currently negotiating with the City of Santa
Clara for the calendar year 2012 capacity purchase, it may be possible that the Port will
transact with counterparties other than Santa Clara for Calendar Years 2013 and 2014,
depending on the most economically feasible available options.

STRATEGIC PLAN

The Strategic Plan was adopted by the Board on October 5, 2010. The Strategic Plan is a
cornerstone of the overall alignment of the Port. It provides the framework for focusing the
work of staff and the Board of Port Commissioners, and serves to guide an organization-wide
redesign to better match the skills and talents of Port employees with the overall strategic
goals of the organization in the key areas of Sustainable Business and Economic
Development, Stewardship and Accountability, Port Workforce and Operations, and
Communication and Information.

This project would help the Port achieve the following goal and objective:


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  STRATEGIC
                                                                                 HOW THIS PROJECT
   PRIORITY                 GOAL                       OBJECTIVE
                                                                                IMPLEMENTS + WHEN
    AREAS
Stewardship      Goal G: Sustain Healthy       1. Partner to share risk,      By purchasing this capacity,
and              Communities Through Leading   accountability, benefits and   the Port is doing its part to
Accountability   Edge Environmental            improve environmental and      ensure there is sufficient
                 Stewardship                   safety compliance.             supply of locally generated
                                                                              electricity in the event of an
                                                                              energy crisis.

BUDGET & FINANCIAL IMPACT

Local Resource Adequacy Capacity for Calendar Year 2012 costing approximately $120,000 is
included in the second half of FY 12 budget and in the first half of FY 13 budget projections.
FY 14 budget projections also include the purchase of Local Resource Adequacy Capacity for
Calendar Year 2013 and first half of Calendar Year 2014. Local Resource Adequacy Capacity
costs are recovered through the Port’s electricity rates and charges for the portion of electricity
that is sold to tenants. The remainder is charged to the Port use account.

STAFFING IMPACT

The matters contained in this Agenda Report will not impact current or future staffing.

SUSTAINABILITY

The purchase of capacity rights will help establish the Port Municipal Utility as a responsible
public utility company helping California keep the lights on during the next energy crisis.

ENVIRONMENTAL

The subject action is authorization to execute a Local Resource Adequacy Capacity
Transaction between the City of Santa Clara and the Port of Oakland for Calendar Year 2012.
It can be seen with certainty that there is no possibility that executing a Local Resource
Adequacy Capacity Transaction between the City of Santa Clara and the Port of Oakland for
Calendar Year 2012 through Calendar Year 2014 would have a significant effect on the
environment. Therefore, the activity is not subject to the California Environmental Quality Act
(CEQA), pursuant to CEQA Guidelines, Section 15061(b)(3) (“the general rule”) and no
environmental review is required for the Board to take the action recommended in this Agenda
Report.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The matters addressed under this action are not within the scope of the Port of Oakland
Maritime and Aviation Project Labor Agreement (MAPLA) and the provisions of the MAPLA do
not apply to this action.


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OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

The Port's Owner Controlled Insurance Program (OCIP) does not apply to this action.

GENERAL PLAN

This action does not meet the definition of "project" under the City of Oakland General Plan,
and no conformity determination is required.

LIVING WAGE

Living wage requirements, in accordance with the Port’s Rules and Regulations for the
Implementation and Enforcement of the Port of Oakland Living Wage Requirements, do not
apply because the contract is not a covered service contract, but a contract for goods,
commodities, supplies or equipment with incidental service provisions.

OPTIONS

1. Delegate authority to the Executive Director or his or her designee to execute purchase
   agreements for Local Resource Adequacy Capacity beginning Calendar Year 2012 through
   2014 for a total spending authority not to exceed $625,000 ($120,000 for Calendar Year
   2012 and $252,500 for each Calendar Year 2013 and 2014) and, in order to be in
   compliance with local generation requirements and the energy reliability regulations. This
   is the recommended option.

2. Authorization for the Executive Director to execute the Local Resource Adequacy Capacity
   Transaction Agreement between the City of Santa Clara and the Port of Oakland, for an
   amount not to exceed $120,000 for Calendar Year 2012. This option would require staff to
   request Board approval each year for Calendar Year 2013 and 2014.

3. Take No Action: If the Port fails to secure capacity rights, the Port would be exposed to the
   real-time market costs and penalties imposed by the California Independent System
   Operator (CAISO). Further, the Port would be viewed negatively for not meeting the energy
   reliability regulations.

RECOMMENDATION

It is recommended that the Board delegate authority to the Executive Director or his or her
designee to execute purchase agreements for Local Resource Adequacy Capacity beginning
Calendar Year 2012 through 2014 for a total spending authority not to exceed $625,000, in
order to be in compliance with local generation requirements and the energy reliability
regulations.




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            Exhibit 1

Map of Port Electric Service Area




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                               AGENDA REPORT
TITLE:            Authorize the Execution of the Third Amended and Restated NCPA MSS
                  Aggregator Agreement and Delegation of Authority to the Executive
                  Director to Execute Future Amendments to the NCPA MSS Aggregator
                  Agreement

AMOUNT:           No Amount Involved

PARTIES INVOLVED:

                  Corporate Name/Principal                        Location
                  Northern California Power Agency (NCPA)         Roseville, CA
                  California Independent System Operator          Folsom, CA
                      (CAISO)
                  Federal Energy Regulatory Commission            Washington, D.C.
                      (FERC)

TYPE OF ACTION:               Resolution

SUBMITTED BY:                 Chris Chan, Acting Director of Engineering

APPROVED BY:                  Omar Benjamin, Executive Director


FACTUAL BACKGROUND

The Port, as a Municipal Utility, joined the Northern California Power Agency (NCPA) in 1995.
NCPA is a joint powers agency consisting of 14 cities and agencies in northern and central
California that are municipal utilities. NCPA provides services including but not limited to
electricity power management, legislative and regulatory assistance and representation, power
generation, and schedule coordination. The services provided would be unreasonably
expensive for the smaller municipal utilities such as the Port to perform itself.

These services are provided through a series of agreements between NCPA and the members
including the Port. One such agreement is the Metered Sub-System Aggregator (MSSA)
Agreement (see attached Exhibit 1 for more explanation) which establishes the terms and
conditions on which: (1) NCPA will manage the Port’s loads and resources in cooperation with
the California Independent System Operator (CAISO), one of California’s electric grid
managers; (2) the Port agree to reimburse NCPA for cost allocated to NCPA by CAISO; and
(3) NCPA passes the obligation of complying with other regulatory agencies such as North
American Electric Reliability Corporation (NERC) and Western Electricity Coordinating Council
(WECC) back to the Port.

CAISO market rules are dynamic and change over time; therefore the MSSA Agreement must
be updated to remain consistent with current market rules and business practices in the
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electric industry. CAISO, NCPA, and the MSSA Agreement Members have reviewed the
current market rules and business practices and have updated the MSSA Agreement. Staff is
requesting authorization to execute the Third Amended and Restated NCPA MSS Aggregator
Agreement. Due to the dynamic nature of the CAISO market, staff is requesting delegation of
authority to the Executive Director to execute future amendments to the MSSA Agreement
when the changes are of an operational and/or procedural nature. Staff proposes to seek
Board Approval if the changes in the agreement change the relationship between the Port,
NCPA and other signatories to the MSSA Agreement.

ANALYSIS

The agreement contains a number of protections and provisions that will allow NCPA to
continue operating the MSS Member loads and resources with CAISO and allow NCPA to help
the Port meet its service obligations. The MSSA Agreement allows NCPA to settle billing with
the California Independent System Operator (CAISO) for electricity purchases and sales based
on the real time aggregated ‘MSS Members’ load and energy supplies. The Port receives its
allocation of associated CAISO charges under NCPA’s Scheduling Coordination Program
Agreement (SCPA). The Port will continue to pay its share of the cost of CAISO charges
allocated under the amended MSSA Agreement and SCPA agreements. The costs are
recovered through the Port electricity rates and charges.

The changes in the Third Amended and Restated NCPA MSS Aggregator Agreement include
but not limited to the following:

   -   Updated various administrative updates including contact representatives and business
       addresses
   -   Added ability for the MSSA Agreement Member to self schedule generation with the
       CAISO
   -   Adjusted various settlement provisions to reflect structural changes to some of CAISO’s
       charges
   -   Updated various schedules in the Agreement to be consistent with current business
       practices
   -   Added new generation resource to the Agreement
   -   Updated the settlement formulas for real-time energy purchases and sales from the
       CAISO

If the Port opted not to execute the MSSA Agreement, the Port would have to negotiate its own
MSS Agreement directly with the CAISO which would be similar to the MSS Agreement NCPA
signs with the CAISO and procure additional generation resource and additional staffing to
perform the work NCPA is currently performing on the Port’s behalf. Therefore, staff
recommends approving the Third Amended and Restated NCPA MSS Aggregator Agreement.

In the interest of creating a more efficient process for accepting amendments to the MSSA
Agreement, it is recommended that the Board delegate authority to the Executive Director to
execute amendments to the MSSA Agreement, once completed and approved by the Port
Attorney as to form and legality when the changes are related to policy and procedural

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changes. Staff can provide the Commissioners with an informational letter when the Port
accepts these changes.

STRATEGIC PLAN

The Strategic Plan was adopted by the Board on October 5, 2010. The Strategic Plan is a
cornerstone of the overall alignment of the Port. It provides the framework for focusing the
work of staff and the Board of Port Commissioners, and serves to guide an organization-wide
redesign to better match the skills and talents of Port employees with the overall strategic
goals of the organization in the key areas of Sustainable Business and Economic
Development, Stewardship and Accountability, Port Workforce and Operations, and
Communication and Information.

This project would help the Port achieve the following goal and objective:

  STRATEGIC
                                                                                HOW THIS PROJECT
   PRIORITY                GOAL                        OBJECTIVE
                                                                               IMPLEMENTS + WHEN
    AREAS
Stewardship      Goal G: Sustain Healthy       1. Partner to share risk,      Signing the MSSA
and              Communities Through Leading   accountability, benefits and   Agreement allows the Port
Accountability   Edge Environmental            improve environmental and      to be a part of NCPA’s
                 Stewardship                   safety compliance.             MSS. The Port as a MSS
                                                                              member partners with other
                                                                              MSS Members under
                                                                              NCPA and share various
                                                                              resources and benefits from
                                                                              shared savings.

BUDGET & FINANCIAL IMPACT

Costs that the Port incurs to participate in the CAISO market are set forth by a Federal Energy
Regulatory Commission (FERC) approved rate tariff. These costs are allocated to NCPA and
passed onto NCPA MSSA Agreement Members including the Port. Entering into the Third
Amended and Restated NCPA MSS Aggregator Agreement and delegating authority to
execute future amendments does not in and of itself affect the Port’s costs because the Port
would be subject to these costs as a CAISO participant.

To the extent the Port’s costs change due to changes in the CAISO tariff, the Port’s electric
rates and charges for the portion of electricity that is sold to tenants will be adjusted
accordingly. The remainder of the cost changes is reflected in the Port’s Operating Expense.

STAFFING IMPACT

The matters contained in this Agenda Report will not impact current or future staffing.




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SUSTAINABILITY

Amending the MSSA Agreement allows the Port to continue being a part of NCPA’s larger
electric system. The Port benefits from the shared resources and expenses, thus allowing the
Port to operate more efficiently.

ENVIRONMENTAL

The subject action is authorization to execute amendments to the MSSA Agreement, once
completed and approved by the Port Attorney as to form and legality when the changes are
related to policy and procedural changes. It can be seen with certainty that there is no
possibility that executing such amendments to the Agreement would have a significant effect
on the environment. Therefore, executing the amendments is not subject to the California
Environmental Quality Act (CEQA), pursuant to CEQA Guidelines Section 15061 (b)(3), and no
environmental review is required for the Board to take the action recommended in this Agenda
Report.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

The matters addressed under this action are not within the scope of the Port of Oakland
Maritime and Aviation Project Labor Agreement (MAPLA) and the provisions of the MAPLA do
not apply to this action.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

This action will not be insured by the Port's Owner Controlled Insurance Program (OCIP).

GENERAL PLAN

This action does not meet the definition of "project" under the City of Oakland General Plan,
and no conformity determination is required.

LIVING WAGE

Living wage requirements, in accordance with the Port’s Rules and Regulations for the
Implementation and Enforcement of the Port of Oakland Living Wage Requirements, do not
apply because the contract is not a covered service contract, but a contract for goods,
commodities, supplies or equipment with incidental service provisions.




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OPTIONS

1. Approve the execution of the Third Amended and Restated NCPA MSS Aggregator
   Agreement and delegate authority to the Executive Director to execute future amendments
   to the NCPA MSS Aggregator Agreement, once completed and approved by the Port
   Attorney as to form and legality when the changes are related to policy and procedural
   changes and do not change the relationship between CAISO, NCPA, other members and
   the Port. This is the recommended option.

2. Approve the execution of the Third Amended and Restated NCPA MSS Aggregator
   Agreement only. Future amendments of the NCPA MSS Aggregator Agreement must be
   brought back to the Board for approval. However, this would not be the most efficient
   option for operations.

3. Take No Action: The Port would no longer be included in the MSSA Agreement. The Port
   would need additional FTEs to manage the work that NCPA performs currently on the
   Port’s behalf and the Port will have to negotiate a new MSS agreement with CAISO.

RECOMMENDATION

It is recommended that the Board approves the execution of the Third Amended and Restated
NCPA MSS Aggregator Agreement and delegates authority to the Executive Director to
execute future amendments to the NCPA MSS Aggregator Agreement, once completed and
approved by the Port Attorney as to form and legality when the changes are related to policy
and procedural changes and do not change the relationship between CAISO, NCPA, other
members and the Port.




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                                                         Exhibit 1

                              Metered Sub-System Overview and Summary


                                                Regional Regulatory Body
                                                 (WECC, NERC, FERC)



                                                    CAISO Control Area                        SMUD Control Area


           Silicon Valley Power                          NCPA
           Metered Sub-System                      Metered Sub-System
                                                       Aggregator



             City of Palo Alto                       Port of Oakland                       Alameda Municipal Power
           Metered Sub-System                      Metered Sub-System                        Metered Sub-System
           NCPA MSS Member                         NCPA MSS Member                            NCPA MSS Member



What is an MSS?

Answer: MSS stands for Metered Sub-System which is essentially the Utility company’s electrical system beginning at the
meter point where electricity enters into the utility company’s service area.

What is a MSSA?

Answer: MSSA stands for Metered Sub-System Aggregator which is essentially the management of multiple Metered Sub-
Systems as one larger system. A utility company is not required to be part of a MSSA, however, for smaller utilities such as
the Port, there are economic savings for being part of one.

What is a control area?

A “control area” or “balancing authority” is a regulatory body that is engaged in exercising Operational Control over certain
electric transmission facilities forming the control area, scheduling transactions that utilize the transmission facilities and
operating certain markets for energy and ancillary services in accordance with the regulatory body which is modified and
accepted by FERC. The California Independent System Operator (CAISO) is the control area that NCPA and its members
are located within.

What is the MSSA Agreement and what does it do?

The MSSA Agreement stands for Metered Sub-System Aggregator Agreement and it establishes the terms and conditions on
which 1) NCPA will operate NCPA’s System electric resources within the CAISO control area; 2) NCPA will schedule
electric resources within the CAISO control area and participate in CAISO markets; 3) the MSS Members will meet their
obligations under the CAISO Tariff; and 4) the MSSA shall require the MSS Members to comply with NERC and WECC
standards and be subject to fines for failure to comply. In simple terms, the MSSA Agreement establishes the rules NCPA
shall follow to comply with CAISO operations, NERC, and WECC regulations and hold members responsible for all cost
associated with non-compliance.




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                             UPDATES & ANNOUNCEMENTS Tab 7



            UPDATES & ANNOUNCEMENTS
The President and / or Executive Director will report on
noteworthy events occurring since the last Board Meeting.




                                                       121 of 122
                                            SCHEDULING Tab 8



                      SCHEDULING
This segment of the meeting is reserved for scheduling
items for future Agendas and/or scheduling Special
Meetings.




                                                         122 of 122

				
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