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					                                                                                               AGENDA



                             PORT OF OAKLAND
                                                                                      JAMES W. HEAD
OMAR BENJAMIN                                                                               President
Executive Director            BOARD OF PORT COMMISSIONERS                       PAMELA CALLOWAY
                               530 Water Street  Oakland, California 94607       First Vice-President
DAVID L. ALEXANDER                                                                GILDA GONZALES
Port Attorney                           Telephone: (510) 627-1100               Second Vice-President
                                        Facsimile: (510) 451-5914              MARGARET GORDON
                                            TDD/TTY – Dial 711                      Commissioner
ARNEL ATIENZA
Port Auditor                                                                         MICHAEL LIGHTY
                                   E-Mail:board@portoakland.com                         Commissioner
                             Website:   www.portofoakland.com                           VICTOR UNO
JOHN T. BETTERTON
                                                                                        Commissioner
Secretary of the Board
                                                                                         ALAN S. YEE
                                             AGENDA                                      Commissioner




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

ROLL CALL

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

1. CLOSED SESSION (2:00 p.m.)

   1.1     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: Clay Street Pier, Oakland
               Negotiating Parties: Port of Oakland and Water Emergency Transportation
                                    Authority
               Agency Negotiator: Director of Commercial Real Estate
                Under Negotiation: Price and Terms of Payment

                         Property:       55 Washington Street, Oakland
               Negotiating Parties:      Port of Oakland and Oaktown Jazz Workshop
               Agency Negotiator:        Director of Commercial Real Estate
                Under Negotiation:       Price and Terms of Payment




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                                                                                            AGENDA




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

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

  1.4   PUBLIC EMPLOYEE PERFORMANCE EVALUATION

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

ROLL CALL/OPEN SESSION (approximately 4:00 p.m.)

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

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.

  2.1   Update Report - Shorepower (Maritime)

  2.2   Authorizations to (a) solicit bids and award a construction contract for common utility
        upgrade work associated with the provision of shore power, and (b) issue change
        order(s) to the Shore Power System Construction contract with St. Francis Electric, Inc.
        to implement select shore power project enhancements at Berths 56, 57 & 58
        (Maritime/Engineering)

3. BUDGET & FINANCE

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

4. STRATEGY & POLICY

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


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                                                                                             AGENDA




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   Informational Report - Quarterly Report of Construction Change Orders for 3rd Quarter
        FY 10/11 (Engineering)

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 Lease for the Clay Street Ferry Terminal with the Water Emergency
        Transportation Authority and Transfer of Ownership of the Ferry Vessels "MV Encinal"
        and "Peralta" (CRE)

  6.2   Approval of a Short Term License and Concession Agreement with Oaktown Jazz
        Workshops for the Premises Located at 55 Washington Street (CRE)

  6.3   Assignment of the Airport Public Parking Management Contract (Aviation)

  6.4   Approve Proposed Airport Parking Promotion within Specified Parameters and Amend
        Port Ordinance 2613, As Amended as disclosed to Board of Port Commissioners
        (Aviation)

7. UPDATES/ANNOUNCEMENTS

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

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 will be held on June 16, 2011 at 2:00 p.m. in the
        Board Room.


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                                                                                                           AGENDA




                                        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 Director of Social Responsibility no later than five working days prior to
the scheduled meeting date.
                             Diann Castleberry, Director of Social Responsibility
                                   530 Water Street, Oakland, CA 94607
                                      dcastleberry@portoakland.com
                                                (510) 627-1302
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




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                                        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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                                                                         MAJOR PROJECTS Tab 2.1




                     MAJOR PROJECT UPDATE - Shore Power Program

                                         June 2, 2011
                (previous update: March 29, 2011- updated items are in bold font)


1. Picture of project
   See attachment A.

2. Description of project
    Design and construction of high voltage electrical infrastructure in the Port Maritime
      area, specifically at the terminals’ main substations, the areas between the substations and
      the wharves.
    Power must be extended down to the wharves, where vaults with electrical connections
      will provide the interface (plugs) for ocean going vessels.

3. Schedule
   The Program schedule is driven by regulatory requirements set forth by the California Air
   Resources Board. Grants the Port has received or is pursuing may impose earlier deadlines.

      By January 2014, State regulation requires a 50% reduction in emissions from ships at
       berth. Port estimates that most of the 18 berths at the Port of Oakland will need to have
       the infrastructure in place to meet this deadline.
      By February of 2012 TIGER grant funds require that at least one berth have operational
       shore power connection. The Port is using the TIGER grant to provide connections at the
       first 3 berths in the Port’s Program (Berths 56-58).
      Some terminals are constructing shore power infrastructure on their own. The Port
       understands some of this work will be completed as early as 2011, and the balance by
       2014.

   The Port’s schedule key milestones for the Program are presented below. Updates since
   March 2011 include adjustment to the start date of on-site work for Berths 56-58.

    Task/Milestone               Duration/Date           Duration/Date             Status
                                 (B56-58)                (other 9 berths)
                                 July 1, 2009 - August   July 1, 2009 -            Completed
    Preliminary Design           2009                    August 2009
                                 January 2010 –          January 2010 –            Complete/Almost
    Environmental Clearance      March 2011              June 2011                 complete
    Final Design                                         February 2011 - October   Completed for
    (for bidding)                January 2011            2011                      B56-58
                                 January 2011 –          December 2011 - January   Completed for
    Construction Bid Period      February 2011           2012                      B56-58
    Construction Notice to                               January 2012 - February   Completed for
    Proceed                      March 2011              2012                      B56-58
    Start construction-related   March 2011 –            February 2012 – August    In progress for
    activities and site work     May 2011                2012                      B56-58
                                                         April 2013 –              Pending
    Finish Construction          January 2012            June 2013
    Commissioning/               January 2012 –          April 2013 –              Pending
    testing                      February 2012           July 2013



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                                                                      MAJOR PROJECTS Tab 2.1




4. Financial and Budget Information Update
   Total cost of shore power at the Port’s seaport is estimated at $114 million (18 berths). The
   Port’s Shore Power Program, which includes only 12 berths being financed and constructed
   by the Port, not by tenants, has been estimated to cost $90 million.

   Since the time of this estimate, the Port has obtained more information about infrastructure
   specifications through the design process, and new information about construction costs
   through the recent bid for the first part of the Program (shore power infrastructure at Berths
   56-58). Port staff currently estimates that the 12-berth project cost will be closer to $80
   million. However, staff is not prepared or able to formally revise the Program cost estimate
   at this time because construction bids for the remainder of the berths (12 minus 3 recently
   bid) will not be available until Fall/Winter 2011.

   The table below provides a budget summary. Updates since March 2011 include the shift
   of $1 million from FY10/11 to FY11/12 because of construction timing for Berths 56-58.

                 Approved /      Budget /
                 Proposed      Expenditure       Status                       Description
      Fiscal
                Budget as of   Projected to
       Year
                  11/30/10       FY end
                 (million $)    (million $)
     FY09/10        1.20           1.15         Approved          FY09/10 and FY10/11 funding
                                                Nov. 2009          covers Program-wide costs for
     FY10/11        4.31           3.31         Approved           planning, environmental
                                                Sep. 2010          permits/review, and design. Also
                                                                   includes initiation of construction.
     FY11/12       32.93           33.93        Approved          FY11/12 budget increased by $1
                                               Nov. 2010           million due to construction
                                                 ($16.84           timing (shift of funds from
                                               million only)       FY10/11 to FY11/12).
                                                                  A portion of this amount ($16.84
                                                 Balance           million) is for construction-related
                                               proposed in         activities for the first three berths in
                                                 Capital           the Program.
                                                  Needs           The balance of the funds is for
                                               Assessment          construction of shore power at the
                                                                   remaining 9 berths in the Program.
     FY12/13       35.31           35.31       Proposed in
                                                 Capital
                                                 Needs
                                               Assessment
     FY13/14       16.18           16.18       Proposed in
                                                 Capital
                                                 Needs
                                               Assessment
                                                                  Cost savings may be achieved, as
      Total        89.93           89.88                           discussed above.




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                                                                                    MAJOR PROJECTS Tab 2.1




    To date, the Port has identified and/or secured the following grants to help offset the cost of
    shore power. The table below has been updated since the last Major Project Update in March
    2011.

                                         Amount                                               Planned Use of Funds
        Grant          Source                                    Status & Notes
                                        (million $)                                             (subject to change)
      TIGER            Federal             $7.80             Secured.                            Berths 56-58 and
                                                             Reimbursed during                    utility backbone
                                                              course of project, subject           (subject to final
                                                              to an approximate 52%-               agency approval)
                                                              48% grant-match split.
                                                             Full grant amount is
                                                              $7.85; however, $50,000
                                                              is for admin costs of
                                                              grant administrator
      MTC/             Federal             $3.00             Secured subject to                  2 berths in the 7th
      CMAQ                                                    completion of additional             Street/Outer
                                                              approvals by MTC and                 Harbor area
                                                              Caltrans. In progress.
      Carl           Local/State           $5.00             Secured.                            Berths 56-58
      Moyer/                                                 Reimbursed at project
      MSIF                                                    completion.
      DERA             Federal          $3.00 max            Application submitted on            One berth in the
                                                                                                    th
                                                              1/13/11.                             7 Street/Outer
                                                             Response pending due                 Harbor area
                                                              to federal budget
                                                              delays; expect
                                                              response in May 2011.
      Prop 1B           State          $20.82 max            In May 2011, the Port               3 to 4 berths in
                                                              was awarded $16.92                   the Inner Harbor
                                                              million (of a $20 million            area (excluding
                                                                                        1
                                                              allocation) for 7 berths.            Berths 56-58)
                                                             Additional allocation of            4 to 5 berths in
                                                                                                         th
                                                              $3.9 million has been                the 7
                                                              programmed, but                      Street/Outer
                                                              available if the State               Harbor area
                                                              sells additional bonds.
      Total                           $39.62 (max)

      TIGER = Transportation Investment Generating Economic Recovery
      MTC/CMAQ = Metropolitan Transportation Commission/Congestion Mitigation Air Quality.
      MSIF = Mobile Source Incentive Funds
      DERA = U.S. EPA Diesel Emission Reduction Act
      Prop 1B = California Goods Movement Program – voter-approved Proposition 1B




1
  An additional $2.5 million from the $20 million allocation was awarded to Ports America Outer Harbor. The
balance of the $20 million allocation is for funding agency administrative costs. Two berths (25 and 67) were
identified as alternates and will be funded by the current award only if there is funding left over on other berths.


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                                                                     MAJOR PROJECTS Tab 2.1




5. Strategic Plan
   Shore power is a key component of revenue maintenance in the near term and revenue
   enhancement in the longer term. In addition, it is a key project to reduce harmful air
   emissions. Most applicable goals/objectives of the Strategic Plan include:

    Goal                         Objective                           When & How Implemented
    A: Create sustainable        3: Increase revenue, job            Port conducts outreach to
    economic growth for the      creation and small business         small, local, and/or
    Port and beyond              growth                              disadvantaged business
                                                                     enterprises during the
                                                                     construction bid process
                                                                     (2011)
    B: Maintain and              1: Retain existing customers        Shore Power will enable
    aggressively grow core       3: Price Port services to           ocean carrier customers to
    businesses                   provide a highly competitive        continue serving the Port
                                 value                               while complying with new
                                                                     California regulations, and
                                                                     will provide opportunity to
                                                                     grow maritime activity
                                                                     (2014).
    F: Aggressively obtain       2: Partner with other agencies      Port is working closely with
    maximum amount of            to create joint grant strategies.   multiple regulatory and
    external grant and           3: Enhance governmental             funding agencies to
    government funding and       affairs outreach efforts and        maximize grant funding
    regulatory relief            capacity                            (2010-2014).
    G: Sustain healthy           3: Increase cost recovery for       Shore power will
    communities through          environmental and safety            dramatically reduce vessel
    leading edge                 compliance activities               emissions; grants and cost
    environmental stewardship                                        recovery over time will help
                                                                     Port recoup costs of shore
                                                                     power improvements (2012-
                                                                     2014+).


6. Construction Update
   On March 10, 2011, The Port awarded the construction contract to the low bidder, St. Francis
   Electric, Inc. The notice to proceed was issued on March 11, 2011. Work on the site is
   expected to begin in May 2011. The currently contract is for shore power infrastructure at
   Berths 56-58. Because the construction bids were lower than anticipated, and because
   the Port secured $12.85 million of grant funding (TIGER and MSIF) for work to be
   completed by 2012, Port staff have been working with the funding agencies to increase
   the amount of grant-funded work. In particular, staff would like to use TIGER funds
   on construction of necessary utility backbone improvements. To move forward with
   this, staff is now seeking the Board’s authorization to advertise for construction bids
   and award a construction contract.


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                                                                                MAJOR PROJECTS Tab 2.1




7. Project Issues
   Cost recovery and funding gap
   If all the grants identified above are secured and fully paid out, the funding gap will be
   approximately $50 million (based on a $90 million estimated cost and receipt of $39.62
   million of grant funding).2 Staff is currently planning to present a cost recovery plan to the
   Summer 2011/Fall 2011. As part of cost recovery, and consistent with the Strategic Plan, the
   Port is pursuing all opportunities to maximize external grant and government funding,
   maximize flexibility of grant funding, and obtain regulatory relief as feasible.

    Grant compliance
    Staff is managing the complex and varied grant requirements. Depending on the grant,
    reporting requirements (financial and qualitative) can be very extensive. There are already
    certain types of grants that will require separate construction contracts just for compliance
    reasons. Ensuring that grant assurances are met will be a major task.

    Scope of Program
    Staff intends to finish the design for shore power infrastructure at all 12 berths in the Port’s
    program in Summer/Fall 2012. However, of the 12 berths, it is possible that up to two berths
    will not be equipped with shore power by January 2014. Therefore, the minimum scope of
    construction in the 2014 timeframe is currently 10 berths. The reasons for potentially
    limiting the 2014 scope to 10 berths are as follows:

       The berth did not receive Prop 1B grant funding or the berth did not receive any grant
        funding at all; therefore January 2014 is not a mandated deadline for construction of
        shore power infrastructure.
       Terminal operations are unique such that one berth is adequate for compliance in 2014,
        and possibly for several years beyond 2014.
       The lease for the berth/terminal expires prior to January 2014 and shore power
        construction would be incorporated into the lease re-negotiation, and/or the berth is
        incorporated into a terminal that already has an adequate number of electrified berths.

    Port staff has considered these items in its grant funding strategy and in working to ensure
    adequate infrastructure is in place for our customers. Port staff is continuing to evaluate if,
    how, and when these berths would be electrified. If not electrified by 2014, we expect at
    least one of the two berths would be electrified by 2017, either by the Port or by the tenant.

    In previous Major Project Updates, staff has reported that the possibility of building
    shore power infrastructure for only 7 berths (instead of 12 berths) is still under study.
    Given the current grant funding picture, a minimum of 10 berths are scheduled to be
    equipped with shore power. Reducing the scope of construction to less than 10 berths
    would require the Port to forego some of the awarded grant funding (e.g. Prop 1B
    grants). Port staff is not currently planning to reduce the scope to less than 10 berths.



2
 If the DERA and next round of Prop 1B grants are not awarded (a total of $6.9 million), then the gap increases to
about $57 million (based on a $90 million project cost).

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                                                                 MAJOR PROJECTS Tab 2.1




8. Schedule and Upcoming Board actions
   At the same meeting this update is being presented (6/2/2011), Port staff is requesting the
   Board’s authorization to advertise for construction bids for common utility infrastructure
   work that would be partially funded with TIGER monies, and to award a contract for such
   work. This work must be completed by February 2012 to be eligible for TIGER funds. Staff
   will also require the Board’s authorization for select enhancements to the current scope of
   work for the Berths 56-58 construction contract.

   The next major project update is scheduled for August or September 2011, and will include
   information regarding staff’s assessment of cost recovery.




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                 12 of 61
                                                                             MAJOR PROJECTS Tab 2.2


                                                                      BOARD MTG. DATE: 6/2/11



                                    AGENDA REPORT
TITLE:                Authorizations to (a) solicit bids and award a construction contract for
                      common utility upgrade work associated with the provision of shore
                      power, and (b) negotiate and issue change order(s) to the Shore
                      Power System Construction contract with St. Francis Electric, Inc. to
                      implement select shore power project enhancements at Berths 56, 57
                      & 58

AMOUNT:               $16.84 million of Port funds previously authorized on November 30,
                      2010 (consisting of TIGER Grant Funds 1 , MSIF Funds, and Port
                      Matching Funds)

PARTIES INVOLVED:

                      Corporate Name/Principal                                    Location
                      St. Francis Electric, Inc.                                  San Leandro, CA
                      Construction contractor                                     To be Determined
                      Maritime Administration                                     Washington, DC
                          (U.S. Dept. of Transportation)
                      Bay Area Air Quality Management District                    San Francisco, CA
                          (BAAQMD)

TYPE OF ACTION:                               Resolution

SUBMITTED BY:                                 James Kwon, Director of Maritime
                                              Chris Chan, Acting Director of Engineering

APPROVED BY:                                  Omar Benjamin, Executive Director

SUMMARY

The purpose of this Agenda Report is to outline and recommend to the Board of Port
Commissioners (Board) actions necessary to continue implementing the Port’s Shore
Power Program.

1. Authorize the Director of Engineering to approve the draft and final project plans and
   project manual for Shore Power Common Utility System Upgrade 7th Street, Outer
   Harbor Terminals, Oakland, California;

2. Authorize the Executive Director to advertise for construction bids and resolve any
   bid protests for the Shore Power Common Utility System Upgrade 7th Street, Outer
   Harbor Terminals, Oakland, California;


1
 The DBE Goal for the projects utilizing the $7.85 million of TIGER Grant Funds was adopted by the Board on
April 26, 2011.

                                                         1                     AGENDA ITEM:

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                                                                                 MAJOR PROJECTS Tab 2.2


                                                                           BOARD MTG. DATE: 6/2/11


3. Authorize the Executive Director to award and execute a contract to the lowest
   responsive, responsible bidder if the bid amount is within the engineer’s estimate for
   the subject work;

4. Authorize staff to negotiate a change order to the contract with St. Francis Electric,
   Inc. for Shore Power System Construction Berths 56, 57, and 58, Inner Harbor,
   Oakland, California, to perform select shore power enhancements at Berths 56, 57
   and 58 (“Phase 1” of the Shore Power Program), and to issue such change order if
   an acceptable price can be negotiated, for an amount disclosed to the Board of Port
   Commissioners. 2

FACTUAL BACKGROUND

There are four areas of factual background directly relevant to the actions being
recommended by staff in this Agenda Report:

2010 Board Actions and TIGER Grant

On September 21, 2010, by Resolution 10-123, the Board authorized acceptance of a
Transportation Investment Generating Economic Recovery (TIGER) Discretionary grant
from the U.S. Department of Transportation, Maritime Administration (MARAD). The
grant includes $7.85 million for shore power improvements at the Port, of which up to
$50,000 is for administrative overhead for the grantee administrator (Port of Stockton),
leaving $7.8 million for shore power at the Port.

On November 30, 2010, the Board authorized staff to execute a construction contract to
construct shore power improvements at 3 berths (Berths 56-58; Phase 1). This work is
partially funded with TIGER grant monies and, per the terms of the grant agreement,
must be substantially completed by February 2012. The work will also be funded by a
$5 million grant from the BAAQMD and Port funds. In total, $12.8 million of grant
monies are available for Phase 1 of the Shore Power Program. However, the estimated
cost of the current Phase 1 scope of work is too low to fully utilize these grant funds.

Construction Bid Cost for Shore Power at Berths 56-58

All bids received for the Shore Power System Construction (Phase 1) were below the
engineer’s estimate. The low bid, submitted by St. Francis Electric, Inc., was
significantly less than the engineer’s estimate. The low bid may have resulted from the
following factors: 1) St. Francis Electric, Inc. was already mobilized at the Port for
construction of APL’s shore power system and therefore could discount their costs
associated with mobilization and job startup; 2) a depressed construction market, along
with delays in state and federal funding for electrical construction to implement green
initiatives, such as connecting renewable energy sources to regional power grids; and
3) intense competition due to the fact that shore power (at least for now) is a unique

2
 The Engineering Division has informed the Board of its estimate for the cost of these services. It is not disclosed
here in the best interest of the public and the competitive process. Actual amounts will be available after the
contract agreement has been obtained.

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                                                                           MAJOR PROJECTS Tab 2.2


                                                                     BOARD MTG. DATE: 6/2/11


mandate for California, and electrical contractors were very motivated to discount their
costs to enter this market.

ANALYSIS

Scope Additions To Maximize Work Delivered by Grant Funds
The Port’s goal is to maximize the amount of work within the Shore Power Program that
is performed using grant funds. This provides maximum value for the grant dollars and
for the Port and its customers. The current scope of work for Phase 1 would cost the
Port approximately $1 million net of grants (i.e., cost not reimbursed by grants), but staff
estimates that approximately $2 million of TIGER funds would be left unspent. 3 This
does not allow the Port to achieve its goal.

One option to address this issue is to extend the life of the grant, so as to cover more
work within the Shore Power Program that will take place after Phase 1 is completed.
Staff has been informed by MARAD that this option is not viable at this time because
the TIGER funds were intended to deliver prompt economic recovery benefits.
Therefore, staff has instead worked to identify work from later phases of the Shore
Power Program that can be accelerated and completed by February 2012 (the TIGER
grant completion deadline) and that can be eligible for TIGER funding.

Staff has identified two components for advancing the Shore Power Program while
maximizing the work delivered by grants:

•   New Construction Contract: Common utility upgrade work
    This work would be incorporated into Phase 1 in terms of timing, but would be a
    separate contract from the current contract for Berths 56-58 construction. The
    common utility upgrade work has always been a key component of the Shore Power
    Program. While initially planned to be constructed later in the Program schedule, it
    is possible to accelerate that work to align with current the TIGER funding
    opportunity. 4

•   Change Order to Current Berths 56-58 Construction Contract: Select project
    enhancements previously excluded through value engineering but that
    provide operational benefits
    This work would be incorporated into Phase 1 in terms of timing, but also into the
    current contract for shore power at Berths 56-58. The most notable enhancement
    would be the addition of three vaults (1 per berth), which would provide an additional
    outlet to plug into the grid at each berth. Initial planning and design for shore power
    included four vaults per berth. However, during value engineering, one vault was
    removed from the base scope of work and design. Staff originally intended to re-
    evaluate the need for a fourth vault/outlet in the future, if vessel and terminal
    operations required it. In light of construction bids and available grant funding, staff
    is evaluating the possibility of re-incorporating the 4th vault into Phase 1. Given the

3
 It is possible a very small amount of Mobile Source Incentive Funding (MSIF) would also be unspent.
4
 Per the terms of the Port’s grant agreement with the BAAQMD, MSIF grant funding will not pay for any common
utility upgrades.

                                                        3




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      mix of ocean carriers and vessel types that call Berths 56-58 and high levels of
      activity at those berths/terminals, Port staff believes the addition of a 4th vault at
      Berths 56-58 may provide valuable operational efficiencies. It will also allow staff and
      terminal operators to critically evaluate the value of a 4th vault for future
      consideration at other berths. Staff is also working with the design consultant on
      alternative scope additions that can be completed on the original project timeline.

With these scope additions, staff estimates that the majority of the TIGER funds will be
expended45 and that the full MSIF grant award will be spent. With these scope
additions, the total cost of work for Phase 1 will increase from approximately $12 million
to $15 million. The Port’s cost, net of grants, for Phase 1 would increase from about $1
million to about $2.5 million. This amount remains within the estimate of net Port costs,
presented to the Board previously. Also, this near term increase in cost does not
increase the total estimated cost of the Shore Power Program; rather, it shifts costs
from later phases into Phase 1.

Schedule Constraints and Board Authorizations
The Port’s Shore Power Program schedule is governed by three principal factors:
regulatory deadlines; grant deadlines, especially TIGER deadline; and time required to
order and install equipment/infrastructure.

The regulatory deadline of January 1, 2014, alone, requires a fairly aggressive pace of
design and construction. The TIGER grant deadline of February 2012 requires an even
more aggressive schedule. The time required to procure the equipment required for the
common utility upgrade work and other enhancements can take as long as two months.
The schedule to implement the additional scope of work is as follows:

Deadline to negotiate change order:                                              June 2011
Deadline to solicit construction bids for common utility upgrade:                July 2011
Deadline to issue Notice to Proceed for utility upgrade:                         August 2011
Deadline to Complete Work:                                                       February 2012

It is critical that bids are received by the end of July to provide an adequate construction
period to the contractor to ensure the production and delivery of the long-lead electrical
equipment by November 2011, so that installation and testing can be completed by
February 2012. Given the very aggressive timeline required by the TIGER grant, staff
believes it is prudent to now seek all the authorizations needed from the Board to
execute the TIGER-funded work.

Grant Assurances
Requirements associated with grants pursued and awarded to the Port have
assurances and special provisions that the Port must fully comply. Grant assurances
are specific to each grant or guidelines set forth by the operating agency administering
the grant (grantor). Federal grants require specific guarantees that must be met in
order to accept and keep the federal monies. Examples include: small disadvantaged
business enterprise (U.S. Department of Transportation, 49 Code of Federal

4
    Approximately $200,000 may be left unspent based on current estimates.

                                                            4




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Regulation, Part 26), American with Disabilities Act (ADA), buy American provisions,
and Civil Rights Act of 1964, Title VI.
On April 29, 2011, the Board adopted the overall aspirational small Disadvantaged
Business Enterprise (DBE) goal of 17.05% for TIGER funded projects administered by
Maritime Administration (MARAD) for the Federal Fiscal Year (FFY) 2010-11 (October 1
through September 30). As necessary under the federal requirements and Port
outreach and education protocol for economic opportunities for small DBEs, the Port will
conduct outreach in the following way:

   •   Outreach to the specific work categories of firms DBE certified with the California
       Unified Certification Program (CUCP) that reside in the Port’s local business area
       (Alameda and Contra Costa Counties):
           ̵         Electrical
             ̵       Fencing
               ̵     Concrete
                 ̵   Striping & paving
                   ̵ Trucking

   •   Outreach to firms in the Port’s certified database (representing local/small
       businesses) doing business within the identified categories.

   •   Sharing the CUCP and Port certified list of firms with prime contractors.

   •   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,
       et al.).

   •   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.

   •   Participate in Monthly Contractor’s Breakfast hosted by multi-ethnic Chambers of
       Commerce/Trade Associations to advertise the opportunity through these
       educational workshops and networking opportunities for small DBEs and other
       events of this type. (Next meeting scheduled for June 2011).

   •   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.

Additionally, in accordance with federal DBE requirements 49 CFR 26.39, “Fostering
small business participation”, the Port has structured the common utility upgrade
contracting work to facilitate competition by small businesses.

                                              5




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STRATEGIC PLAN

The Shore Power Program is consistent with the following goals and objectives of the
Strategic Plan for FY11 through FY15:

 Strategic                                                            How this project
                   Goal                    Objective
 Priority Areas                                                       implements + when
                   Goal A: Create          3. Increase revenue,       Port conducts outreach to
                   sustainable             job creation and small     small, local, and/or
                   economic growth for     business growth            disadvantaged business
                   the Port and beyond                                enterprises during the
                                                                      construction bid process,
 Sustainable                                                          July 2011
 Economic and      Goal B: Maintain and    1. Retain existing         Shore Power will enable
 Business          aggressively grow       customers                  ocean carrier customers to
 Development       core businesses                                    continue serving the Port
                                           3. Price Port services     while complying with new
                                           to provide a highly        California regulations, and
                                           competitive value          will provide opportunity to
                                                                      grow maritime activity,
                                                                      2014
                   Goal F: Aggressively    2. Partner with other      Port is working closely
                   obtain maximum          agencies to create         with multiple regulatory
                   amount of external      joint grant strategies.    and funding agencies to
                   grant and                                          maximize grant funding.
                   government funding      3. Enhance                 2011-2014.
                   and regulatory relief   governmental affairs
 Stewardship                               outreach efforts and
 and                                       capacity
 Accountability    Goal G: Sustain         3. Increase cost           Shore power will
                   healthy communities     recovery for               dramatically reduce vessel
                   through leading         environmental and          emissions; grants and cost
                   edge environmental      safety compliance          recovery over time will
                   stewardship             activities                 help Port recoup costs of
                                                                      shore power
                                                                      improvements, 2014.


BUDGET & FINANCIAL IMPACT

Funding, Financing, and Financial Impact
As previously discussed with the Board, including most recently on November 30, 2010
and March 29, 2011, staff estimates the Shore Power Program will cost approximately
$90 million as identified in the Port’s 5-year Capital Needs Assessment (CNA). Port
staff is working to maximize grant funding for the Program, but the current funding gap
(i.e., total cost minus grants) currently remains at an estimated $50 million. Please refer
to the Shore Power Major Project Update also presented at the June 2, 2011 Board
meeting for detailed information on the current status of grant funding.


                                                6




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In November 2010, when the Board authorized the award and execution of a
construction contract for shore power at Berths 56-58, the Board also authorized staff to
spend $16.84 million to deliver Phase 1 of the Shore Power Program. This $16.84
million authorization is a portion of the FY11/12 budget for the Shore Power Program.
The scope additions discussed in this Agenda Report do not require additional
expenditure authorization beyond the $16.84 million approved by the Board in
November 2010. The scope additions also do not change the total estimated cost of the
Shore Power Program. The additions would increase the Port’s cost net of grants from
approximately $1 million to $2.5 million in the near term (principally FY11/12), but would
allow the Port to maximize work performed using grant funds.

The table below summarizes the budget for the Shore Power Program, including the
work previously authorized and described herein.

Budget Status, Summary, and Forecast
              Approved /      Budget /
               Proposed     Expenditure
 Fiscal Year                                      Status               Description
             Budget in CNA Projected to FY
               (million $) end (million $)
                                             MA.03040.07       FY09/10 and FY10/11 funding
  FY09/10       1.20           1.15          Approved          covers costs for planning,
                                             Nov. 2009         environmental permits/review,
                                                               and design of the entire
                                             Approved          Program, and initiation of
  FY10/11       4.31           3.31
                                             Sep. 2010         construction to meet the TIGER
                                                               deadline.
                                                               FY11/12 budget increased by
                                                               $1 million since November 2010
                                                               – carry over from under-spend
                                                               in FY10/11.
                                             $16.84M           A portion of this amount ($16.84
                                             Approved          million) is for construction-
                                             Nov. 2010         related activities for the first
  FY11/12      32.93           33.93                           three berths. Work described in
                                             Balance           this Agenda Report would be
                                             proposed in       performed under this pre-
                                             CNA               existing authorization.
                                                               The balance of the funds is for
                                                               construction of shore power at
                                                               the remaining 9 berths in the
                                                               Program.
                                             Proposed in
  FY12/13      35.31           35.31
                                             CNA
                                             Proposed in
  FY13/14      16.18           16.18
                                             CNA
    Total      89.93           89.88




                                              7




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Current Budget Request
There is no additional budget request associated with the actions required of the Board
in this Agenda Report. In Fall/Winter 2011, staff will return to the Board to request
authorization to solicit bids and award construction contracts for shore power for the
remaining berths in the Port’s Shore Power Program. This request will be accompanied
by a significant budget request, as shown in the table above for FY11/12 through
FY13/14.

STAFFING IMPACT

The additional scope of work discussed in this agenda report does not require more
staff relative to what we previously anticipated in November 2010 for the entire Shore
Power Program. However, to date, there is still a resource shortage of approximately
1.25 FTEs, as compared to a shortage of 3 FTEs in November 2010. See the table
below for current staffing availability and needs.

Staffing Requirements

                                           FTE             FTE       When Is Additional Resource
        Staff/Project Function
                                         Available       Required             Needed?
Maritime Project Manager                   1.0             1.0
                                                                    July 2011 – to be filled by re-
Engineering Project Manager                0.75            1.0
                                                                    assignment of staff workload
Electrical Engineer, On-site Resident                               To be filled by budgeted LDA for
Engineer and Office Engineer                                        the duration of the project.
                                            1.0            1.0
                                                                    Currently filled by temporary help
                                                                    while recruitment is in process.
Civil/Structural Engineer, On-site and
                                            1.0            1.0
Office Engineer
Electrical Contract Inspection                                      To be filled by budgeted LDA for
(Associate Elec/Mech Engineer)                                      the duration of the project.
                                            1.0            1.0
                                                                    Currently filled by temporary help
                                                                    while recruitment is in process.
Civil Contract Inspection (Associate
Civil/Structural Engineer)                  1.0            1.0

                                                                    July – to be filled by re-
Contract Compliance Coordinator            0.25            0.5      assignment of staff or new 0.5
                                                                    FTE
Wharfinger                                  1.0            1.0
                                                                    Additional resource is needed
Port Attorney’s Office                     0.25            0.5      currently and is pending
                                                                    Needed starting January 2011.
Grants Coordinator                          0              0.5      Since that time, function has
                                                                    been performed by Maritime and
                                                                    Engineering Project Managers
                                                                    with consultant assistance, but
                                                                    this is not sustainable long-term.
                                                                    Additional resource needed in a
                                                                    more permanent capacity
                                                                    effective July 2011.
Total                                      7.25            8.5


                                                     8




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The table above focuses on resources needed for the entire program at a level greater
than 0.25 FTE. For completeness, however, staff has estimated that an additional 2
FTE are needed and supporting the project in the combined areas of finance,
environmental planning/permitting, government affairs, community affairs, social
responsibility and communications. These resources are currently available and do not
require additional staffing.

SUSTAINABILITY

In accordance with Resolution No. 20467, the above proposed actions were evaluated
for consistency with the Sustainability Policy. The Shore Power Program as a whole
provides significant sustainable opportunities or components (economic, environmental,
and/or social):

   The Program is aimed at criteria and climate change air pollutants, reducing the use
   of fossil fuels in vessels that call the Port, and focusing fossil fuel consumption at
   fewer electrical power plants that are regulated by the State and the federal
   government. These power plants are central to the State’s efforts to reduce climate
   change-causing emissions through incentives and/or regulation. By centralizing the
   source of power for vessels at-berth, the State presumably will have greater ability to
   achieve sustained, cost-effective emission reductions.
   As part of value engineering, the Port will be reusing existing infrastructure and
   facilities to the greatest extent possible, thereby reducing the need for production of
   new equipment such as conduit, cabling, and switchgear.
   The federal grants that will be used to fund the Program require the implementation
   of a disadvantaged business enterprise program.
   MAPLA policies will apply to those portions of the Shore Power Program that are
   funded entirely by State grants and Port funds.

ENVIRONMENTAL

The recommendations to authorize the Executive Director to take actions associated
with obtaining bids and awarding a contract for shore power utility upgrade work and to
authorize staff to negotiate a change order to the contract for Berths 56, 57 and 58,
were 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 taking those recommended actions will result in
a physical change in the environment, and therefore they are not projects under CEQA
and no further environmental review of those actions is required.

Furthermore, construction and operation of shore power facilities at all container
terminals located at the Port of Oakland, including construction of the common utility
infrastructure and construction of up to 80 shore power outlets at the Port’s 18 berths, is
part of the Maritime Utilities Upgrade Project that was evaluated under CEQA in 2010.
The Port prepared an Initial Study (IS) to determine if the Maritime Utilities Upgrade
                                              9




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Project, which also included construction and operation of a perimeter intrusion
detection security system in the seaport area, would have any significant environmental
impacts. The IS identified no potential significant impacts. Consequently, the Port
determined that an Environmental Impact Report was not required and issued a draft
proposed Negative Declaration (ND). One letter was received during the public
comment period. Staff at the California Department of Toxic Substances Control
(DTSC) noted that the presence of hazardous materials would be properly addressed
by required written safety and environmental plans and programs. The Board of Port
Commissioners adopted the Final IS/ND on May 18, 2010, by Resolution No. 10-56.

The shore power project as described in this agenda report is consistent with the project
description in the Maritime Utilities Upgrade Project IS/ND, so no additional
environmental analysis is required for award and execution of a contract to construct the
shore power facilities or for the project enhancements at Berths 56, 57 and 58.

MARITIME AND AVIATION PROJECT LABOR AGREEMENT (MAPLA)

On February 6, 2009, President Barack Obama issued an Executive Order to revoke
the previous Executive Orders 13202 and 13208 that prohibited the use of Project Labor
Agreements on federally-funded contracts. The Port of Oakland has sought additional
guidance from appropriate Federal operating administrations (i.e., US Department of
Transportation (DOT), Transportation Security Administration, Department of Homeland
Security) to clarify the placement of the Port of Oakland Maritime and Aviation Project
Labor Agreement (MAPLA) on Port federal-aid funded projects. The Port is currently
discussing concerns expressed by DOT regarding application of MAPLA. Accordingly,
pending receipt of said clarification and approval, the provisions of MAPLA will not apply
to this DOT funded project.  
 
Other, future portions of the Shore Power Program that are funded with only State funds
(grants) and/or or Port funds will be subject to MAPLA.

OWNER CONTROLLED INSURANCE PROGRAM (OCIP)

As this project is a capital expenditure, the Port’s Owner Controlled Insurance Program
will apply.

GENERAL PLAN

Pursuant to Section 727 of the City of Oakland Charter, the actions described in this
Agenda Report have been determined to conform to the policies for the transportation
designation of the Oakland General Plan.

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 contract is a construction


                                             10




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contract covered by federal prevailing wage rules and the prevailing rate of wage is
higher than the wage required by the Living Wage Regulations.

OPTIONS

The Board may consider several options as presented below.

1.    The Board authorizes all four action items outlined in this Agenda Report. This
      option will help the Port maximize work funded by grants and proceed with
      construction work to meet the TIGER grant deadline of early 2012. This option
      also provides the most capacity for accommodating unforeseen conditions or
      delays under an accelerated timeline – for example, bid protest resolution. This is
      the recommended option.

2.    The Board authorizes only action items 1 through 3 outlined in this Agenda Report.
      This means the Board does not authorize staff to move forward with a change
      order to perform select project enhancements at Berths 56-58. With this option,
      more TIGER funds may remain unspent relative to Option 1, and the Port’s cost
      net of grants in FY11/12 would decrease relative to Option 1. 6

3.    The Board does not authorize any action items outlined in this Agenda Report.
      With this option, The Port’s net cost for Phase 1 would be minimized, but a
      significant sum of grant funding remains unspent, as discussed in this report.

RECOMMENDATION

It is recommended that the Board:

1.    Authorize the Director of Engineering to approve the draft and final project plans
      and project manual for Shore Power Common Utility System Upgrade 7th Street,
      Outer Harbor Terminals, Oakland, California;

2.    Authorize the Executive Director to advertise for construction bids, and resolve any
      bid protests, for the Shore Power Common Utility System Upgrade 7th Street,
      Outer Harbor Terminals, Oakland, California;

3.    Authorize the Executive Director to award and execute a contract to the lowest
      responsive, responsible bidder if the bid amount is within the engineer’s estimate
      for the subject work;

4.    Authorize staff to negotiate a change order to the contract with St. Francis Electric,
      Inc. for Shore Power System Construction Berths 56, 57, and 58, Inner Harbor,
      Oakland, California, to perform select shore power enhancements at Berths 56, 57



6
 Approximately $800,000 of TIGER funds may remain unspent based on current estimates. The Port’s net costs
would decrease from about $2.5 million to about $2 million.

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         and 58, and to issue such change order if an acceptable price can be negotiated,
         for an amount disclosed to the Board of Port Commissioners. 7

5.       Direct staff to report on the results of the outreach efforts outlined in the Grant
         Assurances section of this Agenda Report. Reports will be provided to the Board
         in the Quarterly Contract Award status updates.




7
    Refer to Footnote 2.

                                                12




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Authorizations to (a) solicit bids and award a construction contract for common utility upgrade work associated with the provision of shore
power, and (b) negotiate and issue change order(s) to the Shore Power System Construction contract with St. Francis Electric, Inc. to
implement select shore power project enhancements at Berths 56, 57 & 58




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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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                                      STRATEGY & POLICY Tab 4



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




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                                          CONSENT ITEMS Tab 5



                     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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                                                                CONSENT ITEMS Tab 5.1




                      INFORMATIONAL REPORT
              (This Summary Item is for information only and no action is
              requested or required of the Board of Port Commissioners.)



TITLE:               Quarterly Report of Construction Change Orders for 3rd Quarter
                     FY 10/11

BOARD MEETING DATE:          June 2, 2011

SUBMITTED BY:                Chris Chan, Acting Director of Engineering

APPROVED BY:                 Omar Benjamin, Executive Director




SUMMARY

Port Ordinance No. 1606 requires that Port staff submit quarterly reports to the Board of
Port Commissioners summarizing change orders issued on Port public works contracts.
Attached is the summary change order report for the 3rd quarter of Fiscal Year
2010/2011 (Attachment A). Also attached, for your reference, is a list of change order
types with an explanation of each (Attachment B).




                                                                                 259626 v2




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               Quarterly Report of Construction Change Orders for 3rd Quarter FY 10/11
                                               ATTACHMENT A



                              QUARTERLY REPORT
                                            OF

                      CONSTRUCTION CHANGE ORDERS
                                           FOR

                      3rd QUARTER OF FISCAL YEAR 2011



During the third quarter of FY 2011, a total of 35 contract change orders, totaling
$1,818,172.96 were issued on 4 construction contracts. This amounts to 5.07% of the
$35,855,335.80 aggregate value of those contracts.

Following is a table listing the various change order types, the total dollar amount issued
for each type, and the percentages of the total value of all contracts.


                   Change Order Type                     Total        Percentage
        A    Administrative                              249,242.37      0.70%

        D    Design or Construction Modifications        132,457.42      0.37%

        E    Project Enhancements                        196,833.76      0.55%

        O    Omissions                                   304,791.90      0.85%

        P    Project Sponsor Initiated Changes            19,358.56      0.05%

        R    Regulatory                                    5,295.66      0.01%

        U    Unforeseen Conditions                       565,206.05      1.58%

        V    Value Engineering                           344,987.24      0.96%


        Grand Total all Change Orders                 $1,818,172.96     5.07%




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                                     Quarterly Report of Construction Change Orders for 3rd Quarter FY 10/11
                                                                   ATTACHMENT B


                                  ENGINEERING DIVISION
                              Coding of Change Orders by Type
  A     Administrative – Administrative changes such as adding the OCIP Program to the contract,
        delaying an NTP, non-compensable time extension, or suspending /terminating the work.

  B     Bills to Others – Work done for and at the expense of others, the cost of which will be billed
        directly to the responsible party. An example is repair of damage caused by a third party.

  C     Claims Settlement – Settlement of contractor claims typically relating to things such as
        overhead or cost related to project time delays. If claims are filed with respect to whether or
        not an item or work is an extra and an agreement is reached that it is, then that item would be
        considered as one of the other types of Change Orders.

  D     Design Modifications – Modifications to the plans and specifications to fit actual field
        conditions or to make the plans and project specifications conform in the case of conflicting
        requirements. This will include changes to meet various building code requirements.

  E     Project Enhancements – Enhancements to projects typically at the request of the Revenue
        Division to meet the needs of the tenants or for other related business reasons. Examples
        include additional signage added to a signage contract, providing a more costly piece of
        equipment, adding more bookcases, or delaying/accelerating a project.

  F     Field Changes – Modifications to the contract due to out-of-sequence work, phasing
        changes, additional or modified barricaded/enclosures/equipment, temporary striping,
        temporary roads, or additional efforts to avoid potential delays.

  O     Omissions – Errors or omissions to the plans or specifications. An example is missing the
        need to relocate utilities that are in the way of new columns when the existing utilities can be
        seen and addressed in the design. Care needs to be taken when deciding between Type D
        and Type O Change Orders.

  P     Project Sponsor Initiated Changes – Changes/modifications to projects resulting in
        changes in construction operations to accommodate tenant/customer requirements during
        the course of the project. This type of Change Order generally would not alter the final
        physical production outcome of the project as required by the plans and specifications.

  R     Regulatory/Outside Agency Changes – Changes/additions to projects due to changed
        regulatory agency permit requirement such as new Storm Water Discharge BMPs, additional
        winterization measures, etc. This type of Change Order would also include extra work
        performed to assist outside agencies, such as utility companies, railroads, airlines, etc., in
        completing their work on Port projects.

  U     Unforeseen Conditions – Covers things such as unsuitable subgrade soils or unknown
        utility lines, or hidden conditions such as unknown asbestos encountered under floors or in
        walls when doing remodel or demolition work.

  V     Value Engineering – Changes to the contract initiated by the owner to bring the overall
        project cost within budget. This also includes changes to contractor-initiated Requests for
        Substitution.

  X     Unrelated Work – Work not related to the project being built under the original contract, and
        would normally be done under separate contract. The purpose is to expedite the new work.

(rev. January 2007)


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                                REMAINING ACTION ITEMS Tab 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.




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                                                               REMAINING ACTION ITEMS Tab 6.3


                                                                        BOARD MTG. DATE: 6/2/11



                                              AGENDA REPORT

TITLE:                            Assignment of the Airport Public Parking Management Contract

AMOUNT:                           Not Applicable

PARTIES INVOLVED:

                                    Corporate Name/Principal            Location
                                    Ampco PPM, LPP                      Salt Lake City, Utah
                                    Scott Hutchison


TYPE OF ACTION:                                     Resolution

SUBMITTED BY:                                       Deborah Ale Flint, Director of Aviation

APPROVED BY:                                        Omar Benjamin, Executive Director


SUMMARY

In October 2010, Five Star Parking (“FSP”) sold its controlling interest in Five Star Parking
Pacific Park Management, Oakland Airport Management LLC (“FSP PPM”), to Ampco System
Parking (“Ampco”). FSP PPM is a joint venture of Five Star Parking and Pacific Park
Management (“PPM”). PPM is a local, minority-owned firm, and has 49% ownership of the
joint venture. The sale triggers the transfer of control provision in the contract providing the
Board the option to authorize the assignment. Following that assignment the new joint
venture would be called Ampco System Parking Pacific Park Management, Oakland Airport
Management LLC (“Ampco PPM”).

FACTUAL BACKGROUND

In October 2010 the Aviation Division prepared “Parking and Ground Transportation System
Review Report In Support of the Strategic Plan Implementation Actions” which recommended
exploring opportunities presented by this change of contract ownership. The contract is for
three years plus two one year options. After January 1, 2012 the Port may cancel the
agreement on 30-days notice. This contract differs substantially in terms from the two prior
Five Star contracts. Since the “new contract” was initiated, January 2009, the Aviation
Business Office performs monthly contract compliance checks of the contractor’s performance
with contract terms, and finds that the contractor is currently in compliance.

RATIONALE

The sale of Five Star Parking’s assets, including their majority (51%) interest in the Port-FSP
PPM contract triggered the transfer of control provision contained in Section 27.2 of the
contract, which requires the Board’s authorization of the proposed assignment.
___________________________________________

                                                           1




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Contractor staff based at the Airport has remained, FSP corporate staff and management,
responsible for contract oversight and performance, have been replaced by Ampco staff and
leadership. As requested by the Board, Airport staff has negotiated the following performance
improvements with the new Ampco team:

            A more responsive corporate management oversight team with considerable
             capability in the areas of internal auditing, technical support and business
             intelligence resources. These include application of a corporate ERP with online
             report access for contractor and Port staff.
            Dedicated staff and processes to assure strict compliance with Payment Card
             Industry-Data Service Standards (PCI-DSS) security protocols
            Savings of up to $200 per month on credit card transaction chargebacks1
            Better technical capability to facilitate implementation of certain Airport parking
             marketing goals such as parking loyalty programs.

Ampco requested the Port consider modifications to the contract to restore the management
fee that was lost when valet parking was closed (Management fees of $189k reduced to
$108K). They also proposed modifications to the formula for earning an incentive which is
correlated to their required investment of $570k in marketing expenses over the 5 year term.
Staff determined it is not the appropriate time to pursue financial changes to the contract.
Staff believes that current contract economics are favorable to the Port in that this contract is
$1m less than the competing bids in the 2008 selection process. Ampco communicated to
Staff that they are evaluating their options to continue the contract or provide notice in June
for a December contract conclusion.

In consideration of the favorable terms that were also part of the current parking contract, staff
is recommending the Board approve the assignment. The assignment does not preclude the
Port from terminating the contract any time after January 2012. Staff will monitor performance
and parking marketing, and revisit the options of termination or continuing with the contract
until its intended expiration at the end of CY 2013.

BUDGET & FINANCIAL IMPACT

Certain expenses such as credit card chargebacks may reduce1. There would be no other
impact on the budget.

STAFFING IMPACT

There will be no change in Port staffing as a result of this assignment.




1
    Chargebacks are non-payment of customer credit card charges and typically cost up to $200 per month.
    Ampco indicated that they do not intend to charge the Port for chargebacks after switching the OAK
    account to their own processing bank, but they could under the current contract.
Parking Contract Assignment-DRAFT                   2




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SUSTAINABILITY

There are no obvious environmental impacts or enhancement opportunities associated
with the proposed assignment.

ENVIRONMENTAL

CEQA Determination

California Environmental Quality Act (CEQA) Guidelines Section 15378(2) states that
“Project” means the whole of an action that has a potential for resulting in either direct
physical change in the environment, or a reasonably foreseeable indirect physical change
in the environment. The general rule in Section 15061(b)(3) of the Guidelines additionally
states that CEQA applies only to activities that have a potential for causing a significant
effect on the environment. Because it can be seen with certainty that there is no
possibility that the Assignment of the Airport Public Parking Management Contract from
FSP PPM to Ampco may have a significant effect on the environment, the action is not a
“Project” under CEQA, and is not subject to CEQA under the General Rule Exclusion. No
further review of this action under CEQA is required.

Environmental Compliance
Approval of this assignment will not involve handling soil, groundwater, hazardous
materials, or any other regulated material.

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

Related Plans and Policies
This assignment will not require mitigation measures; therefore, there are no related or
adopted plans for this project.

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)

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




Parking Contract Assignment-DRAFT            3




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 GENERAL PLAN

 The proposed assignment 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”), apply to this agreement as the service provider employs 21 or
 more employees working on Port-related work, the service provider is principally providing
 services related to maritime or aviation business, and the contract value is greater than
 $50,000.

 STRATEGIC PLAN ALIGNMENT

 The Strategic Plan was adopted by the Board on October 5, 2010. One of the guiding
 principles the Board identified and adopted as part of the Strategic Plan is “to create
 sustainable economic growth for the Port and beyond”. Authorizing the proposed
 assignment reflects the Port’s commitment to sustainable economic growth, and directly
 relate to the following Port Strategic Plan goals and objectives, as adopted on October 5,
 2010.

   STRATEGIC
   PRIORITY               GOAL               OBJECTIVE                               IMPLEMENTATION
   AREAS
                      Goal A:            1.Maximize the use of existing
                      Create                assets.
                      Sustainable        2.Affirm Port identity as a public
                      Economic              enterprise.
                      Growth For The     3.Increase revenue, job creation
                      Port And              and small business growth.            The proposed contract
                      Beyond             4.Pursue strategic partnerships at all assignment will:
                                            levels: local, regional, national and
                                            international.                        1.help minimize airport
                      Goal B:            1. Retain existing customers and           operating expense and
Sustainable           Maintain and          tenants.                                maintain/increase parking
Economic and          Aggressively       2. Market strategically and                revenue;
Business              Grow Core             aggressively to attract new
Development           Businesses            customers and tenants                 2.maintain a high level of
                                         3. Price Port services to provide a        service to airport customers
                                            highly competitive value.
                                         4. Promote effective strategic           3.support air service growth
                                            communication with Port                 through synchronized
                                            customers.                              marketing programs.
                      Goal D:            3: Maximize return on
                      Improve the        investments
                      Port’s financial
                      position

 Parking Contract Assignment-DRAFT                       4




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ATTACHMENTS

None

ALTERNATIVES

1. Authorize the contract assignment to reflect the change of contract ownership-interest,
   from Five Star Parking to Ampco. This will allow airport parking operations to continue
   with no managerial and administrative disruption and will maintain the enhanced
   performance measures and favorable terms from the 2009 contract.                 Board
   authorization of the proposed assignment would not preclude the option of terminating
   the contract at the end of calendar year 2011.

2. Do not authorize contract assignment, in which case Five Star Parking would be in
   breach of contract. The Board could terminate the contract since no assignment was
   approved and Five Star Parking does not meet its contractual obligation. Sudden
   termination in lieu of an RFP solicitation and selection process will be disruptive to
   ongoing operations.

RECOMMENDATION

It is recommended that the Board authorize the proposed contract assignment.




Parking Contract Assignment-DRAFT            5




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MAP




                       Figure 3. Airport Terminal Complex and Parking Areas




Parking Contract Assignment-DRAFT                6




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                                                         BOARD MTG. DATE: 6/2/2011



                                AGENDA REPORT
TITLE:              Approve Proposed Airport Parking Promotion within Specified
                    Parameters and Amend Port Ordinance 2613, As Amended as disclosed
                    to Board of Port Commissioners

AMOUNT:             Amount disclosed to Board of Port Commissioners1

PARTIES INVOLVED:

                    Corporate Name/Principal               Location
                    Ampco PPM, LPP                         45 East Broadway
                    Scott Hutchison                        Salt Lake City, Utah
                                                           84111

TYPE OF ACTION:                        Ordinance

SUBMITTED BY:                          Deborah Ale Flint, Director of Aviation

SCHEDULED FOR BOARD:                   June 2, 2011

APPROVED BY:                           Omar Benjamin, Executive Director


SUMMARY

This Agenda report seeks Board authorization to amend Port Ordinance #2613 as
amended, and authorize the Executive Director or Director of Aviation to repeat
implementation of the marketing program offering free Airport parking to airline
passengers traveling on select routes and dates, subject to timeframe and eligibility
requirements. This was successfully implemented from January 3rd to February 10, 2011
as a Pilot program, and staff proposes to continue similar programs on an ongoing basis.
Authorization is also requested to establish a distinct parking rate structure for the Airport
Premier Parking Lot that is separate from the Hourly Parking Lot. This action would not
affect current rates.

FACTUAL BACKGROUND

On-Airport parking is one of the Port’s largest single sources of Airport operating revenue.
In recent years, on-Airport parking revenue has declined mostly due to reduced airline
passenger volume and increased competition from off-Airport parking operators.

On November 30, 2010 the Board authorized staff to implement a marketing initiative
involving an offer of free on-Airport parking for airline passengers traveling on four airline
routes from OAK to southern California, subject to certain eligibility requirements. This plan
was implemented between January 3rd and February 10th, 2011. It leveraged Aviation
marketing efforts with an aggressive parking promotion to generate new demand for

051911@BCL@040BA075.doc                        1




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existing air services, retain existing demand, and promote the use of on-Airport parking.
This was a “Pilot” program which could be repeated or expanded to customers of other
airline routes, subject to Board approval.

The success of the pilot program leads Staff to recommend this promotion be incorporated
into Ordinance 2613. As with the Pilot program, the primary goals for future similar
promotions would be to generate new airline passenger demand on select routes, increase
on-Airport parking demand and revenue, and expand Aviation’s marketing database.
Airport Marketing staff will evaluate and identify the promotional routes that would be the
focus of each marketing campaigns, based upon:

        OAK’s Bay Area market share for seat-capacity and travel demand on specific
         airline routes, trends, and the potential for stimulating new demand during certain
         times of year.
        The need to stimulate demand in order to maintain service on specific routes at
         OAK.
        Promotion of new airlines or air service destinations.

ANALYSIS

Airline Service-Free Parking Promotion

The Program guidelines and parameters closely align with the pilot program.

    1. Air Service: Routes will be selected based on:
            need to promote new service
            new airlines
            retain existing service
            improve passenger loads and market share
    2. Program Frequency: staff would implement up to five programs per year.
    3. Duration: Would range from 3 weeks to 3 months, considering seasonality and
       timing of other marketing campaigns.
    4. Eligibility: Registration on Airport’s parking website is required, along with
       presentation of coupon and travel documentation that conforms with promotion
       terms.
    5. Financial performance for each promotion will be measured by comparative analysis
       of:
            Loads and load factors of targeted air routes
            Parking revenue and revenue per enplaned passenger
            Parking volume and volume per enplaned passenger
            The percentage of program participants who are new parking customers
            Increase in the parking marketing database

         Staff will maintain the same revenue risk assumptions as with the pilot program.
         The program will be re-evaluated if any promotion results in revenue loss approach
         the amount disclosed to the Board.

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    6. Expense: marketing expense per promotion would be comparable to what was
       spent on the Pilot Program. Funds are included in the FY 2010-11 budget and will
       be included in future year budgets.

Premier Parking Lot: Proposed Range Parking Rates

Staff also requests that the Board authorize the Executive Director or Director of Aviation to
establish the Premier Parking Lot as a distinct facility from the Hourly Parking Lot with its
own rate schedule. When the Premier Lot was opened at the end of 2009 it was
considered a section of the Hourly Lot for the purpose of setting rates. Due to its
subsequent business success staff recommends amending Ordinance 2613 to establish
Premier as a separate facility with its own rates, as shown below. This action establishes
the Premier Lot as a distinct facility and does not constitute a change in current rates.
.

                                  PROPOSED RANGE OF
                              SHORT-TERM PREMIER LOT RATES
                      Minutes                          Rate
                      Up to 30                     $2.00 to $4.00
                      31-60                        $4.00 to $8.00

                                 PROPOSED RANGE OF MAXIMUM
                                  24-HOUR PREMIER LOT RATES
                                                       Rate*
                      Minimum                          $26.00
                      Maximum                          $40.00


The maximum 24-hour rate is reached when the short-term rate reaches the specified daily
maximum in each lot; and is not exceeded until the duration parked exceeds 24 hours.




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STRATEGIC PLAN ALIGNMENT

The proposed program will fulfill the following strategic plan objectives:

 STRATEGIC
  PRIORITY                 GOAL                      OBJECTIVE                         IMPLEMENTATION
   AREAS
                      Goal A:            1.Maximize the use of existing
                      Create                assets.
                      Sustainable        2.Affirm Port identity as a public
                      Economic              enterprise.
                      Growth For The     3.Increase revenue, job creation
                      Port And              and small business growth.
                                                                                  The proposed actions will:
                      Beyond             4.Pursue strategic partnerships at
                                            all levels: local, regional, national
                                                                                  1. support air service growth
                                            and international.
                                                                                     through synchronized
                      Goal B:            1. Retain existing customers and
Sustainable                                                                          marketing programs.
                      Maintain and          tenants.
Economic and
                      Aggressively       2. Market strategically and
Business                                                                          2. help increase airport parking
                      Grow Core             aggressively to attract new
Development                                                                          demand and revenue; and
                      Businesses            customers and tenants
                                         3. Price Port services to provide a
                                                                                  3. maintain a high level of
                                            highly competitive value.
                                                                                     service to airport customers
                                         4. Promote effective strategic
                                            communication with Port
                                            customers.
                      Goal D:            3: Maximize return on investments
                      Improve the
                      Port’s financial
                      position

BUDGET & FINANCIAL IMPACT

The costs to operate and promote the Airline Service-Free Parking program are included in
the FY 2011 budget and will be included in the FY 2011-12 budget. The Aviation Division
disclosed the revenue and expense associated with this action item as well as the specific
marketing efforts involved to the Board of Port Commissioners. It is not disclosed in this
report in the best interest of the public and the Port’s proprietary marketing efforts.1

Marketing expenditures have been disclosed to the Board of Port Commissioners. It is not
disclosed in this report in the best interest of the public and the Port’s proprietary marketing
efforts. These funds are included in the approved budget. The marketing efforts will utilize
existing staff and contractors.

STAFFING IMPACT

There will be no change in Port staffing as a result of this program.




051911 Board Report                                     4



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SUSTAINABILITY

There are no obvious environmental impacts or enhancement opportunities associated with
the proposed plan.

ENVIRONMENTAL

CEQA Determination
Approval to amend Port Ordinance 2613 to implement the proposed marketing initiative for
free parking is statutorily exempt from the requirements of the California Environmental
Quality Act (CEQA), which exempts the establishment, modification, structuring,
restructuring, or approval of rates, tolls, fares, or other charges by public agencies which
the public agency finds are for the purpose of: (1) Meeting operating expenses, including
employee wage rates and fringe benefits; (2) Purchasing or leasing supplies, equipment, or
materials; (3) Meeting financial reserve needs and requirements; (4) Obtaining funds for
capital projects necessary to maintain service within existing service areas; or (5) Obtaining
funds necessary to maintain such intra-city transfers as are authorized by city charter.

Environmental Compliance
Approval of this amendment will not involve handling soil, groundwater, hazardous
materials, or any other regulated material.

Mitigation
No construction activities will occur. This amendment will not have any significant impacts
to the environment; therefore, no mitigation measures are required.

Related Plans and Policies
This amendment will not require mitigation measures; therefore, there are no related or
adopted plans for this project.

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)

The Owner Controlled Insurance Program (OCIP) coverage does not apply to this
proposed plan.

GENERAL PLAN

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



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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

The options include:

    1. Maintain Status Quo: do not authorize the Executive Director and Director of
       Aviation to implement the proposed Airline Service-Parking promotion on an ongoing
       basis, and do not authorize changes in the current rate structure. This would have
       no impact on operating expense but would likely reduce Aviation revenue. There
       would be no short-term or long-term impact on OAK’s share of the travel market on
       any airline routes.

    2. Approve Staff’s recommendation to amend Port Ordinance #2613 as amended, and
       authorize the Executive Director or Director of Aviation to implement the proposed
       Airline Service-Parking marketing program for airline passengers traveling on select
       routes, subject to certain timeframe and eligibility requirements. Staff would
       implement this program on an ongoing basis as dictated by the detailed analysis of
       airline service needs.

         This option would also include authorization to amend Ordinance #2613 as
         amended, to establish a separate parking rate structure for the Airport Premier
         Parking Lot, as described herein.

    3. Approve Staff’s recommendation to amend Port Ordinance #2613 as amended, but
       modify Staff’s recommendation to authorize the Executive Director or Director of
       Aviation to implement the proposed marketing initiative, by modifying the terms
       and/or duration of the proposed airline-parking promotion; or by modifying the
       proposed Premier Lot rate structure.

RECOMMENDATION

Adopt Option 2: Approve Staff’s recommendation to authorize the Executive Director or
Director of Aviation to implement the proposed Airline Service-Parking marketing program
on an ongoing basis as described herein, and authorize the proposed establishment of
rates for the Premier Lot.




051911 Board Report                          6



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                         Exhibit 1
                      PROJECT AREA




                        Parking Lot




051911 Board Report            7



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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.




                                                        60 of 61
                                            SCHEDULING Tab 8



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




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