PORT OF OAKLAND JERRY BRIDGES · JERRY BRIDGES Executive Director DAVID L ALEXANDER Port Attorney...

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Transcript of PORT OF OAKLAND JERRY BRIDGES · JERRY BRIDGES Executive Director DAVID L ALEXANDER Port Attorney...

KENNETH KATZOFF PORT OF OAKLANDPresidentANTHONY A. BATARSE, JR. BOARD OF PORT COMMISSIONERSFirst Vice President 530 Water Street Oakland, California 94607

DARLENE AYERS-JOHNSONSecond Vice President Telephone: (510) 627-1100

Facsimile: (510) 763.3562FRANK KIANG TDD: (510) 763.5703Commissioner

DAVID KRAMER E-Mail: board(aportoakland.com Commissioner WEB: www.portofoakland.com

JOHN PROTOPAPPASCommissioner

PATRICIA A. SCATES MINUTESCommissioner

JERRY BRIDGESExecutive Director

DAVID L. ALEXANDERPort Attorney

JOHN T. BETTERTONSecretary of the Board

Regular Meeting of the Board of Port CommissionersTuesday, January 17, 2006 - 3:00 p.m.

ROLL CALL

President Katzoff called the meeting to order at 3:03 p.m., and the followingCommissioners were in attendance:

2 nd Vice-President Ayers-Johnson, 1 st Vice-President Batarse, Commissioner Kramer,Commissioner Kiana. Commissioner Protonannas and President Katzoff.

Commissioner Scates was excused.

CLOSED SESSION

President Katzoff convened the Board in Closed Session at 3:04 p.m. to consider thefollowing items:

1. Conference With Legal Counsel Anticipated Litigation. Significant exposure to litigationpursuant to subdivision (b) of Section 54956.9: (3 matters)

2. Conference With Real Property Negotiator. Government Code Section 54956.8.

Property: Oakland Army BaseNegotiating Parties: Port Of Oakland, Oakland Base Reuse Authority, Oakland

Redevelopment Agency, and City CouncilAgency Negotiator: Executive Director, Jerry A. BridgesUnder Negotiation: Price and Terms of Payment

President Katzoff recused himself from the discussion or deliberation on Closed SessionItem 3.

Minutes of the Regular MeetingJanuary 17, 2006

3. Conference With Legal Counsel Existing Litigation. Pursuant to subdivision (a) ofSection 54956.9. Name of case:Thunder Electric v. C. Overaa & Co., et. al. Alameda County Superior Court Case No. RG04-191998

OPEN SESSION

President Katzoff reconvened the Board in Open Session at the hour of 4:01 pm.

CLOSED SESSION REPORT

The Board Secretary reported that the Board had unanimously approved in ClosedSession the following Resolutions:

Resolution 06003, Approving Appointment Of Special Counsel.

Resolution 06004, Approving And Authorizing Execution Of A Further Extension OfTolling Agreement With Union Pacific Railroad Company ("Up") Concerning A Release OfOil On Or About May 21, 2001, From Up's Connection Of Its Storm Drain Line To ThePort's Storm Drain Line At Berth 57.

Resolution 06005, Approving And Authorizing Execution Of A Tolling Agreement WithThe City Of Oakland And A Tolling Agreement And Agreement To Reconsider RejectionOf Claim With The City Of Alameda Concerning Contamination At And In The Vicinity OfThe Former Raiders Practice Field (Current Spunkmeyer Held).

AVIATION

Commissioner Kiang gave an account of the January 13, 2006 Aviation CommitteeMeeting. He reported that the Committee had recommended for consideration by the fullBoard Items A-1 through A-3.

A motion to approve Items A-1 through A-3 was made by Commissioner Kiang andseconded by Commissioner Kramer.

A-1 Resolution 06006, Approval Of A Settlement Agreement With Federal ExpressCorporation To Resolve Claims And To Reimburse The Port For Costs Attributable To SoilContamination At The South Airport For A Total Consideration Of $250,000 (1 Sally RideWay).

A-2 Resolution 06007, Authorization To Approve A Consultant Contract with KPMG LLP ForThe Review Of Financial Data Submitted By Parties Responding To The Public ParkingFacilities Concession RFQ At A Cost Not To Exceed $40,000.

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Minutes of the Regular MeetingJanuary 17, 2006

A -3 Resolution 06008, Adoption Of The Final Initial Study/Mitigated Negative Declaration ForTank Farm C Decommissioning And Remedial Activities; Adoption Of The MitigationMonitoring And Reporting Program (MMRP); And Adoption Of Related CEQA Findings.

The motion to approve Items A-1, A-2 and A-3 passed by the following votes: (6)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, CommissionerKramer, Commissioner Kiang, Commissioner Protopappas, President Katzoff. (1)Excused: Commissioner Scates.

COMMERCIAL REAL ESTATE

Commissioner Protopappas gave an account of the December 7, 2005 Commercial RealEstate Committee Meeting. He reported that the Committee had recommended forconsideration by the full Board Items C-1 and C-2.

A motion to approve Items C-1 and C-2 was made by Commissioner Protopappasand seconded by Vice-President Batarse.

C - 1 Resolution 06008, Authorization To Execute A Contract With The State of CaliforniaDepartment Of Boating And Waterways For The Acceptance Of Up To $21,000 In GrantFunding From The State's Abandoned Watercraft Abatement Fund, To Be Used For TheAbatement Of Abandoned Recreational Vessels Within The Oakland Estuary.

C -2 Resolution 06009 Approval Of The First Amendment To The Option To Purchase AndGround Lease Real Property Between The Port Of Oakland And Oakland HarborPartners, LLC,

The motion to approve Items C-1 and C-2 passed by the following votes: (6) Ayes:Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Protopappas, President Katzoff. (1) Excused:Commissioner Scates.

MARITIME

A motion to approve Items M-1 through M-6 was made by Commissioner Kramerand seconded by Vice-President Ayers-Johnson.

M-1 First Reading of An Ordinance & Resolutions 06011 & 06012, Approval OfAmendment To Tenancy Agreement With GSC Logistics, Inc. For Additional Area At AnInitial Annual Rate Of $336,631.68; And To Authorize Credit For Emergency TenantImprovements To The Original Site And Building In The Amount Of $111,000.

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Minutes of the Regular MeetingJanuary 17, 2006

M-2 First Reading of An Ordinance & Resolutions 06013 & 06014, Approval AndAuthorization To Establish A Replacement Truck Parking Facility; Amend Tariff No. 2a;Approval Of Amendment To Parking Management Agreement With Pansini OaklandAssociates, And; Approval Of Amendment To Subaru Lot Agreement With Oakland BaseReuse Authority.

M-3 Resolution 06015, Ratification Of Authorization To Dispense With Standard BiddingProcedures For Interim Improvements To The Berth 20-24 Yard And Gate In TheEstimated Amount Of $1,663,000.

M-4 Resolution 06016, Approval Of First Supplemental Agreement With ParsonsTransportation Group For Railroad Operations And Planning Consultant, MaritimeDevelopment Plan, In An Amount Certified By The Board Of Port Commissioners.

M-5 Resolution 06017, Ratification For Authorization To Dispense With Standard BiddingProcedures For The Procurement Of Crane Main Drive Power Transformer For CraneX438 At Berth 23, Outer Harbor, In The Estimated Amount Of $160,000.

M-6 Resolution 06014, Approval Of First Supplemental Agreement With Marstel-Day, LLC ToProvide Dredging Policy And Permitting Consulting Services (Time Extension Only; NoCost).

The motion to approve Items M-1 through M-6 passed by the following votes: (6)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, CommissionerKramer, Commissioner Kiang, Commissioner Protopappas, President Katzoff. (1)Excused: Commissioner Scates.

OPERATIONS

ADMINISTRATION

Vice-President Ayers-Johnson gave an account of the December 20, 2006Administration Committee Meeting. She reported that the Committee had recommendedfor consideration by the full Board Items 0-1 and 0-4.

A motion to approve Items 0-1 and 0-4 was made by Vice-President Ayers-Johnsonand seconded by Commissioner Kramer.

0-1 First Reading of An Ordinance, Deletion Of One Port Field Representative I PositionAnd The Addition Of One Training And Development Specialist Position In TheOrganizational Development Department (Estimated Additional Cost Of $1,667 In FY05-06; Estimated Additional Cost Of $94 In FY06-07).

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Minutes of the Regular MeetingJanuary 17, 2006

0 -2 First Reading of An Ordinance, Deletion Of One Pricing And Contracts Analyst PositionAnd The Creation Of A New Classification And One Position Of Manager,Administration/Finance Services To Be Placed In Salary Schedule 581.5 (a--$9,169; b--$9,628; c--$10,108; d--$10,715; e--$11,359) In The Maritime Operations Department(MMOO) Within The Maritime Division (Estimated Cost Savings Of $30,546 In FY05-06;Estimated Additional Cost Of $48,000 In FY06-07).

0 -3 First Reading of An Ordinance, Deletion Of One Port Associate Engineer (E&M Work)Position And The Creation Of A New Classification And One Position Of Water SystemsEngineer To Be Placed In Salary Schedule E (a--$6,702; b--7,037; c--$7,387; d--$7,831;e--$8,302) In Support Of The Reconfiguration Of Project Management And SupportDepartment Within The Engineering Division (Estimated Cost Savings Of $115,747 InFY05-06; Estimated Cost Savings Of $21,000 In FY06-07).

0 -4 Resolution 06019 Authorization To Execute An On-Call First Supplemental AgreementWith Malcolm Pirnie, Inc., To Conduct A Potable Water Study, In An Amount Certified ByThe Board Of Port Commissioners.

The motion to approve Items 0-1 through 0-4 passed by the following votes: (6)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, CommissionerKramer, Commissioner Kiang, Commissioner Protopappas, President Katzoff. (1)Excused: Commissioner Scates.

AUDIT, BUDGET & FINANCE

Commissioner Kiang gave an account of the January 12, 2006 Audit, Budget & FinanceCommittee Meeting. He reported that the Committee had recommended for considerationby the full Board Items 0-5 and 0-6.

A motion to approve Items 0-5 and 0-6 was made by Commissioner Kiang andseconded by Vice-President Ayers-Johnson.

0 -5 Resolution 06020, Approval Of A Settlement Agreement With Federal ExpressCorporation To Resolve Claims And To Reimburse The Port For Costs Attributable To SoilContamination At The South Airport For A Total Consideration Of $250,000 (1 Sally RideWay).

0 -6 Resolution 06021, Authorization To Approve A Consultant Contract with KPMG LLP ForThe Review Of Financial Data Submitted By Parties Responding To The Public ParkingFacilities Concession RFQ At A Cost Not To Exceed $40,000.

The motion to approve Items 0-5 and 0-6 passed by the following votes: (6) Ayes:Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Protopappas, President Katzoff. (1) Excused:Commissioner Scates.

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Minutes of the Regular MeetingJanuary 17, 2006

APPROVAL OF THE MINUTES

By unanimous consent the Board approved the Minutes of December 6, 2005.

SUMMARY ITEM

On a motion by Commissioner Protopappas, seconded by Vice-President Ayers-Johnson, the Board unanimously approved Summary Item S-1.

S-1 Resolution 06022, Authorization To Enter Into An Agreement With Harvey Gist, dbaConstruction Rigging Consultants For Heavy Equipment And Driver Training Course ForCertain Employees ($19,293.) Valuation of work: $9,500.

OPEN FORUM

Sanjiv Handa spoke in Open Forum.

ADJOURNMENT

There being no additional business, the Board adjourned at 4:51 p.m.

n Betterton, Secretaryoard of Port Commissioners

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JERRY BRIDGESExecutive Director

DAVID L ALEXANDERPort Attorney

JOHN T. BETTERTONSecretary of the Board

KENNETH KATZOFF PORT OF OAKLANDPresidentANTHONY A. BATARSE, JR. BOARD OF PORT COMMISSIONERSFirst Vice President 530 Water Street Oakland, California 94607

DARLENE AYERS-JOHNSONSecond Vice President Telephone: (510) 627-1100

Facsimile: (510) 763.3562FRANK KIANG TDD: (510) 763.5703Commissioner

DAVID KRAMER E-Mail: boardportoakland.com Commissioner WEB: www.portofoakland.com

JOHN PROTOPAPPASCommissioner

PATRICIA A. SCATES MINUTESCommissioner

Regular Meeting of the Board of Port CommissionersTuesday, February 7, 2006 - 3:00 p.m.

ROLL CALL

President Katzoff called the meeting to order at 3:00 p.m., and the followingCommissioners were in attendance:

2nd Vice-President Ayers-Johnson, 1 st Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Protopappas, Commissioner Scates and PresidentKatzoff.

CLOSED SESSION

President Katzoff convened the Board in Closed Session at 3:01 p.m. to consider thefollowing items:

1. Conference With Legal Counsel Existing Litigation. Pursuant to subdivision (a) ofSection 54956.9. Name of case:

Matilda Armstrong/State Insurance Compensation Fund, Bodily Injury Claim Matter, Claim No. (to be determined)

2. Conference With Legal Counsel Anticipated Litigation. Significant exposure to litigationpursuant to subdivision (b) of Section 54956.9: (3 matters)

3. Public Employee Discipline/Dismissal/Release. Government Code Section 54957.

OPEN SESSION

President Katzoff reconvened the Board in Open Session at the hour of 4:00 pm.

Minutes of the Regular MeetingFebruary 7, 2006

CLOSED SESSION REPORT

The Board Secretary reported that the Board had unanimously approved in ClosedSession the following Resolutions:

Resolution 06024, 1) Approving And Authorizing The Execution Of A Tolling Agreement AndAgreement To Extend Time For Port Consideration Of Administrative Claim And To DeferLitigation ("Tolling Agreement") With Kinder Morgan Energy Partners, L.P. And SFPP, L.P.("KMEP"); And 2) Reconsidering The Port's Prior Rejection Of KMEP's Notice Of Claim ForDamages Against The Port Dated June 30, 2005 ("KMEP Claim").

Resolution 06025, Authorizing And Approving Increased Expenditure Authority Of SpecialCounsel Kenney & Markowitz, In The Matter of Matilda Armstrong/State Insurance CompensationFund.

Resolution 06026, Approving And Authorizing The Execution Of Tolling Agreements WithPotentially Responsible Parties Concerning Environmental Contamination At The AmericanPresident Line Terminal, Berths 60-63 ("APL Terminal").

AVIATION

A motion to approve Items A-1 and A-2 was made by Vice-President Batarse andseconded by Commissioner Kiang.

A-1 Resolution 06027, Approval Of Plans And Project Manual For Reconstruction Of EastApron, Phase 2, South Field, Oakland International Airport, AIP 3-06-0170-37 And AIP-FY-06, In The Estimated Base Bid Amount Of $24-Million.

A-2 Resolution 06028, Approval For Professional Services Agreement With T.Y. LinInternational/CCS For Rehabilitation Of Run-Up Pad At Runway 29, South Field, OaklandInternational Airport, AIP 3-06-0170-36, In An Amount Certified By The Board Of PortCommissioners.

The motion to approve Items A-1 and A-2 passed by the following votes: (7) Ayes:Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Protopappas, Commissioner Scates, PresidentKatzoff.

COMMERCIAL REAL ESTATE

A motion to approve Items C-1 and C-3 was made by Commissioner Protopappasand seconded by Commissioner Kramer.

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Minutes of the Regular MeetingFebruary 7, 2006

C -1 Resolution 06029, Approval Of A Three-Year Service Agreement With ABM EngineeringServices, To Provide Building Engineering Services For Various Port Properties LocatedIn Jack London Square, With An Annual Contract Fee Of $257,203., And A 10%Contingency For Unanticipated Work, And Approval To Pay ABM Engineering ServicesOn An Interim Basis Until A New Service Agreement Is Executed.

Sanjiv Handa addressed the Board on Item C-3.

C -3 First Reading of an Ordinance, Approval Of First Reading Of An Ordinance For A FirstAmendment To Multi-Year License And Concession Agreement With Clear Channel, Inc.,To Provide A 16-Year Extension To The Term, For The Property Located Adjacent To TheBay Bridge Toll Plaza

The motion to approve Items C-/ and C-3 passed by the following votes: (7) Ayes:Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Protopappas, Commissioner Scates, PresidentKatzoff.

A motion to approve Item C-2 was made by Commissioner Scates and seconded byCommissioner Kramer,

Commissioner Protopappas took no part in the discussion, deliberation or decision onItem C-2.

Larry Tong addressed the Board on Item C-2.

C -2 First Reading of an Ordinance and Resolution 06030, Approval A First AmendmentTo Multi-Year License And Concession Agreement With CBS Outdoor Inc., FormerlyKnown As Viacom Outdoor, Inc., To Provide For A Substitution Of Premises Location AndApproval Of Building Permit In The Area Adjacent To The Bay Bridge Toll Plaza

The motion to approve Item C-2 passed by the following votes: (6) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Scates, President Katzoff. (1) Recused:Commissioner Protopappas

MARITIME

A motion to approve Items M-1 through M-3 was made by Commissioner Kramerand seconded by Commissioner Protopappas.

M -1 Resolution 06031, Recommendation To Approve And Authorize An Amendment To TheNon-Exclusive Preferential Assignment Agreement With SSA Terminals, LLC To ModifyCompensation Terms.

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Minutes of the Regular MeetingFebruary 7, 2006

M-2 Resolution 06032, Authorization To Dispense With Standard Bidding Procedures ForWork Associated With Construction Of Additional Site Improvements At The Former UnionPacific Roundhouse Area, Inner Harbor, In The Amount Of $1.5-Million.

M-3 Resolution 06033, Approval Of Final Plans And Project Manual, Ratification Of AddendaAnd Award Of Contract For Berth 32 Yard Reconstruction, 20-Acre Expansion, OuterHarbor, In The Amount Of $11,894,390.

The motion to approve Items M-1 through M-3 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, CommissionerKramer, Commissioner Kiang, Commissioner Protopappas, Commissioner Scates,President Katzoff,

OPERATIONS

ADMINISTRATION

Vice-President Ayers-Johnson gave an account of the January 24, 2006 AdministrationCommittee Meeting. She reported that the Committee had recommended forconsideration by the full Board Items 0-1 and 0-4.

A motion to approve Items 0-1 through 0-10 was made by Vice-President Ayers-Johnson and seconded by Vice-President Batarse.

0-1 Resolution 06034, Approval Of Project Manual For Performing Emergency SpillResponse Or Emergency Repairs In A Hazardous Environment For Port Of OaklandFacilities For The Period Commencing July 1, 2006 And Ending June 30, 2007, 2008 Or2009, In The Estimated Annual Amount Of $300,000.

0-2 Resolution 06035, Approval Of Project Manual For Removal And Disposal Of HazardousWaste, Universal Waste, And Other Contaminated Materials For The Period CommencingJuly 1, 2006 And Ending June 30, 2007, 2008 Or 2009, In The Estimated Annual AmountOf $500,000.

0-3 Resolution 06036, Approval And Authorization Of The Executive Director To ExecuteThe Resource 500 Development Agreement With The Central Valley Project Corporation,In The Amount Of $7,500.

0-4 Resolution 06037, Authorization To Form And Organize Maritime Management ServicesLLC To Carry Out A Strategic Alliance Between The Port Of Oakland And The Port OfSacramento, And To Prepare And Execute Certain Documents Relating Thereto And ToTake Certain Other Associated Actions, Including Certain Advances.

0-5 First Reading of An Ordinance, Deleting One Position Of Airport Terminal MaintenanceCoordinator And Adding One Position Of Senior Engineering Assistant In The AirportFacilities Department.

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Minutes of the Regular MeetingFebruary 7, 2006

0 -6 Resolution 06038, Authorization To Enter Into An Agreement With Industrial EmployersAnd Distributors Association (IEDA) To Continue As A Contract Member For A Three-YearPeriod; Authorization For The Director Of Administration To Serve As The Port'sRepresentative On The IEDA Board Of Directors; And Authorization To Utilize IEDA'sProfessional Services On An As-Needed, Fee-For-Service Basis For Other Non-LegalLabor Relations Services. (Approximately $167,800 For A Three-Year Contract.)

0 -7 Resolution 06039, Approval Of Port Of Oakland Disadvantaged Business EnterpriseFY05-06 Federal Aviation Administration Overall Annual Goal Report.

0 -8 Resolution 06040, Approval Of The Final Selected Artists For The Media Wall InTerminal 2 At The Oakland International Airport ($120,000)

0 -9 Resolution 06041, Approval Of Agriculture Outreach Consulting Services With ManuelCunha For $100,000.

0-10 Resolution 06042, Approval To Enter Into A First Supplemental Agreement WithFairbank, Maulin, Maulin & Associates (FMMA), In An Amount Not To Exceed $35,000 ForThe Implementation Of Four Customer Focus Groups With Port Tenants.

The motion to approve Items 0-1 through 0-10 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, CommissionerKramer, Commissioner Kiang, Commissioner Protopappas, Commissioner Scates,President Katzoff.

A motion to approve Item 0-11 was made by Vice-President Ayers-Johnson andseconded by Vice-President Batarse.

0-11 Resolution 06043, Public Employee Discipline/Dismissal/Release.

The motion to approve Item 0-11 passed by the following votes: (7) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Protopappas, Commissioner Scates, PresidentKatzoff.

APPROVAL OF THE MINUTES

On a Motion by Vice-President Ayers-Johnson seconded by Vice-President Batarsethe Board unanimously approved the Minutes of January 17, 2006.

SUMMARY ITEM

On a motion by Commissioner Protopappas, seconded by Commissioner Scatesthe Board unanimously approved Summary Items S-1 through S-7.

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---;Johh Betterton, SecretaryBoard of Port Commissioners

Minutes of the Regular MeetingFebruary 7, 2006

S-1 Resolution 06044, Approving a Building Permit for Fed Ex: 1 Sally Ride Way (ramp area):Repair of portions of the pavement around the Fed Ex facility. The work will includeimprovements from overlay to pavement section replacement as conditions warrant. Thisproject has been determined to be exempt from the requirements of the CaliforniaEnvironmental Quality Act pursuant to CEQA guidelines Sections 15301 and 15302.Valuation of Work: $500,000.

S-2 Port Ordinance No. 3888, Approving A Supplemental Agreement Amending The LeaseWith GSC Logistics, Inc.

S-3 Port Ordinance No. 3889, Amending Port Ordinance No. 2833 Relating To WharfAssignments, Space Assignments.

S-4 Port Ordinance No. 3890, Amending Port Ordinance No. 3860 Relating To Rates,Charges, And Rules And Regulations For Daily And Monthly Truck And Container-On-Chassis Parking At The Subaru Lot Truck Parking Facility.

S-5 Port Ordinance No. 3891, Amending Sections 5.185 And 10.024 Of Port Ordinance No.867.

S-6 Port Ordinance No. 3892, Amending Port Ordinance No. 867 To Create A New PositionOf Manager Administration/Finance Services, And To Delete One Position Of Pricing AndContracts Analyst.

S-7 Port Ordinance No. 3893, Amending Port Ordinance No. 867 To Create A New PositionOf Water Systems Engineer And To Delete One Position Of Port Associate Engineer(E&M Work).

OPEN FORUM

Doug Niemeth, Harvey Sherback and Sanjiv Handa spoke in Open Forum.

ADJOURNMENT

There being no additional business, the Board adjourned at 4:42 p.m.

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KENNETH KATZOFF PORT OF OAKLANDPresidentANTHONY A. BATARSE, JR. BOARD OF PORT COMMISSIONERSFirst Vice President 530 Water Street Oakland, California 94607

DARLENE AYERS-JOHNSONSecond Vice President Telephone: (510) 627-1100

Facsimile: (510) 763.3562FRANK KIANG TDD: (510) 763.5703Commissioner

DAVID KRAMER E-Mail: board(aiDortoakland.comCommissioner WEB: www.portofoakland.comJOHN PROTOPAPPASCommissioner

PATRICIA A. SCATES MINUTESCommissioner

JERRY BRIDGESExecutive Director

DAVID L. ALEXANDERPort Attorney

JOHN T. BETTERTONSecretary of the Board

Regular Meeting of the Board of Port CommissionersTuesday, February 21, 2006 - 3:00 p.m.

ROLL CALL

President Katzoff called the meeting to order at 3:13 p.m., and the followingCommissioners were in attendance:

2 nd Vice-President Ayers-Johnson, 1 st Vice-President Batarse, Commissioner Scates,Commissioner Protopappas and President Katzoff.

Commissioners Kiang and Kramer were excused.

CLOSED SESSION

President Katzoff convened the Board in Closed Session at 3:14 p.m. to consider thefollowing items:

1. Conference With Legal Counsel Existing Litigation. Pursuant to subdivision (a) ofSection 54956.9. Name of case:

City of Oakland v. West Bay Builders Alameda County Superior CourtCase No. RG 05-213262

2. Conference With Legal Counsel Anticipated Litigation. Significant exposure to litigationpursuant to subdivision (b) of Section 54956.9: (6 matters)

3. Conference With Real Property Negotiator. Government Code Section 54956.8.

Property: Oakland Army BaseNegotiating Parties: Port Of Oakland, Oakland Base Reuse Authority, Oakland

Redevelopment Agency, and City CouncilAgency Negotiator: Executive Director, Jerry A. BridgesUnder Negotiation: Price and Terms of Payment

Minutes of the Regular MeetingFebruary 21, 2006

OPEN SESSION

President Katzoff reconvened the Board in Open Session at the hour of 4:11 pm.

CLOSED SESSION REPORT

The Board Secretary reported that the Board had previously approved in Closed Sessionthe following Resolutions:

Resolution 06002, Authorizing The Port Attorney To Initiate A Lawsuit. Against TurnerConstruction Company And Carter & Burgess Arising From The Garage/CustomerService Building

Passed in Closed Session at the Regular Meeting of January 17, 2006 by thefollowing votes: (6) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse,Commissioner Kramer, Commissioner Kiang, Commissioner Protopappas,President Katzoff. (1) Excused: Commissioner Scates.

Resolution 06023, Approving And Authorizing The Filing Of A Tort Claim Against The CityOf Oakland, Execution Of A Tolling Agreement And Agreement To Defer Litigation WithThe City Regarding The Former Raiders Practice Field (Spunkmeyer Field)

Passed in Closed Session at the Regular Meeting of February 7, 2006 by thefollowing votes: (7) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse,Commissioner Kramer, Commissioner Kiang, Commissioner Protopappas,Commissioner Scates and President Katzoff.

OPEN FORUM

Due to the large number of speakers for Open Forum President Katzoff changed theAgenda to allow them to speak first.

Addressing the Board in Open Forum were: Jim Dupont, George Giaquinto, Sharon Corn,Liana Molina, Brooke Anderson, Sanjiv Handa, Mary Catherine Plunkett, Barry Luboviski,Jerry Laws, Rosemary O'Connor Brennan and Lian Allen.

COMMERCIAL REAL ESTATE

Commissioner Protopappas gave an account of the February 8, 2006 Commercial RealEstate Committee Meeting. He reported that the Committee had recommended forconsideration by the full Board Items C-1 and C-2.

A motion to approve Item C-2 was made by Commissioner Protopappas andseconded by Commissioner Scates.

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Minutes of the Regular MeetingFebruary 21, 2006

C-2 First Reading of an Ordinance, Approval Of First Reading Of An Ordinance AuthorizingThe Execution Of A 6-Year Lease With GSC Logistics, Inc. For Premises ContainingApproximately 7,777 Square Feet, Located At 530 Water Street, 5th Floor, For A TotalRental Amount Of $1,068.171

The motion to approve Item C-2 passed by the following votes: (5) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Protopappas,Commissioner Scates, and President Katzoff. (2) Excused: Commissioner Kiangand Commissioner Kramer.

A motion to approve Item C-/ was made by Commissioner Protopappas andseconded by Commissioner Scates.

Sanjiv Handa addressed the Board on Item C-1.

C-1 First Reading of an Ordinance and Resolution 06046 Recommendation To Approve (1)Execution Of Oakland Army Base Title Settlement And Exchange Agreement Among TheCity Of Oakland, The Oakland Base Reuse Authority, The Oakland RedevelopmentAgency, The State Lands Commission And The Port ("Exchange Agreement"); (2)Execution Of Agreement Amending The July 8, 2003 Memorandum Of Agreement ForOakland Army Base And Related Agreements Among The City Of Oakland, The OaklandBase Reuse Authority, The Oakland Redevelopment Agency And The Port ("MOAAmendments"), And (3) An Ordinance Amending Port Ordinance No. 3758 (ApprovingAlterations To The Port Area And The Transfer And Acquisition Of Property UnderExchange Agreement And MOA Amendments).

The motion to approve Item C-/ passed by the following votes: (5) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Protopappas,Commissioner Scates, and President Katzoff. (2) Excused: Commissioner Kiangand Commissioner Kramer.

MARITIME

Vice-President Ayers-Johnson gave an account of the February 16, 2006 MaritimeCommittee Meeting. She reported that the Committee had recommended forconsideration by the full Board Items M-1 and M-4 through M-7.

Sanjiv Handa Addressed the Board on the Committee Report and Items M-2 and M-3.

Items M-2 and M-3 were pulled from the Agenda at the Request of the Board.

A motion to approve Items M-1 and M-4 through M-7 was made by Vice-PresidentAyers-Johnson and seconded by Commissioner Protopappas.

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Minutes of the Regular MeetingFebruary 21, 2006

M-1 First Reading of An Ordinance & Resolutions 06047, Recommendation To ApproveAnd Authorize The Fourth Supplemental Agreement To The Non-Exclusive PreferentialAssignment Agreement With Maersk Pacific, LTD To Add 49 Additional Acres And TwoCranes.

M-4 Resolution 06050, Authorization And Approval Of Professional Services Agreement WithBay Area World Trade Center (BAWTC)

M-5 Resolution 06051, Approval Of Plans And Project Manual For Installation Of A VideoSurveillance And Intrusion Detection System For The Maritime Facilities, In The EstimatedAmount Of $1,100,000.

M-6 Resolution 06052, Authorization To Dispense With Standard Bidding Procedures For APortion Of The 21-Acre Container Terminal Yard Improvements Within The MaritimeSupport Center Area, In The Estimated Amount Of $5,800,000.

M-7 Resolution 06053, Recommendation To Approve And Authorize An Agreement BetweenThe San Francisco Bay Area Rapid Transit District (BART) And The Port Of Oakland(Port) To Allow The Port Or Port's Contractor To Work On The Port's Marine Terminals ToAccommodate The BART On-Shore Vibro-Replacement Along The Transbay Tube ProjectAt BART's Expense.

ne motion to approve items M-7 ana M-4 tnrougn M-I passea ay me rotiowingvotes: (5) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse,Commissioner Protopappas, Commissioner Scates, and President Katzoff. (2)Excused: Commissioner Kiang and Commissioner Kramer.

Commissioner Protopappas left the Meeting by previous arrangement at 5:20 pm.

OPERATIONS

Vice-President Ayers-Johnson gave an account of the January 25, 2006 Public ArtCommittee Meeting.

Commissioner Scates gave an account of the February 9, 2006 Audit, Budget & FinanceCommittee Meeting.

President Katzoff gave an account of the January 27, 2006 City/Port Liaison CommitteeMeeting.

APPROVAL OF THE MINUTES

On a motion by Commissioner Scates seconded by Vice-President Ayers-Johnsonthe Board approved the Minutes of the Regular Meeting of February 7, 2006.

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Betterton, SecretaryB a rd of Port Commissioners

Minutes of the Regular MeetingFebruary 21, 2006

SUMMARY ITEM

On a motion by Commissioner Scates, seconded by Vice-President Ayers-Johnson,the Board unanimously approved (5 Ayes 3 Excused) Summary Items S-1, S-2 andS-3.

S-1 Port Ordinance 3894 , Approving And Authorizing Execution Of A First Amendment ToMufti-Year License And Concession Agreement With CBS Outdoor, Inc.

S-2 Port Ordinance , Approving And Authorizing Execution Of A First Amendment To A Multi-Year License And Concession Agreement With Clear Channel Outdoor, Inc.

S-3 Port Ordinance , Amending Port Ordinance No. 867 To Create An Additional Position OfSenior Engineering Assistant, And To Delete One Position Of Airport TerminalMaintenance Coordinator.

SECOND CLOSED SESSION

The Board re-entered Closed Session at the hour of 5:32 and completed the remainder ofthe Closed Session Items without taking any final action.

ADJOURNMENT

There being no additional business, the Board adjourned at 5.56 p.m.

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JERRY BRIDGESExecutive Director

DAVID L. ALEXANDERPort Attorney

JOHN T. BETTERTONSecretary of the Board

KENNETH KATZOFF PORT OF OAKLANDPresidentANTHONY A. BATARSE, JR. BOARD OF PORT COMMISSIONERSFirst Vice President 530 Water Street Oakland, California 94607

DARLENE AYERS-JOHNSONSecond Vice President Telephone: (510) 627-1100

Facsimile: (510) 763.3562FRANK KIANG TDD: (510) 763.5703CommissionerDAVID KRAMER E-Mail: board ftortoakland.com Commissioner WEB: www.portofoakland.comJOHN PROTOPAPPASCommissioner

PATRICIA A. SCATES MINUTESCommissioner

Regular Meeting of the Board of Port CommissionersTuesday, March 7, 2006 - 3:00 p.m.

ROLL CALL

President Katzoff called the meeting to order at 3:00 p.m., and the followingCommissioners were in attendance:

2 nd Vice-President Ayers-Johnson, 1 st Vice-President Batarse, Commissioner Kramer,rrAmmiceininnr Vinnra rnmmieeinr-Inr Drn+nrtnirtrtnic rnmrnieeinr-tnr Cr-n+cic Drneirinn+

Katzoff.

CLOSED SESSION

President Katzoff convened the Board in Closed Session at 3:01 p.m. to consider thefollowing items:

1. Conference With Legal Counsel Existing Litigation. Pursuant to subdivision (a) ofSection 54956.9. Name of case:

Matilda Armstrong/State Insurance Compensation Fund, Bodily Injury Claim Matter, Claim No. (to be determined)

2. Conference With Legal Counsel Anticipated Litigation. Significant exposure to litigationpursuant to subdivision (b) of Section 54956.9: (3 matters)

3. Public Employee Discipline/Dismissal/Release. Government Code Section 54957.

OPEN SESSION

President Katzoff reconvened the Board in Open Session at the hour of 4:00 pm.

Minutes of the Regular MeetingMarch 7, 2006

CLOSED SESSION REPORT

The Board Secretary reported that the Board had unanimously approved in ClosedSession the following Resolutions:

Resolution 06024, 1) Approving And Authorizing The Execution Of A Tolling Agreement AndAgreement To Extend Time For Port Consideration Of Administrative Claim And To DeferLitigation ("Tolling Agreement") With Kinder Morgan Energy Partners, L.P. And SFPP, L.P.("KMEP"); And 2) Reconsidering The Port's Prior Rejection Of KMEP's Notice Of Claim ForDamages Against The Port Dated June 30, 2005 ("KMEP Claim").

Resolution 06025, Authorizing And Approving Increased Expenditure Authority Of SpecialCounsel Kenney & Markowitz, In The Matter of Matilda Armstrong/State Insurance CompensationFund.

Resolution 06026, Approving And Authorizing The Execution Of Tolling Agreements WithPotentially Responsible Parties Concerning Environmental Contamination At The AmericanPresident Line Terminal, Berths 60-63 ("APL Terminal").

AVIATION

A motion to approve Items A -1 and A -2 was made by Vice-President Batarse andseconded by Commissioner Kiana_

A-1 Resolution 06027, Approval Of Plans And Project Manual For Reconstruction Of EastApron, Phase 2, South Field, Oakland International Airport, AIP 3-06-0170-37 And AIP-FY-06, In The Estimated Base Bid Amount Of $24-Million.

A-2 Resolution 06028, Approval For Professional Services Agreement With T.Y. LinInternational/CCS For Rehabilitation Of Run-Up Pad At Runway 29, South Field, OaklandInternational Airport, AIP 3-06-0170-36, In An Amount Certified By The Board Of PortCommissioners.

The motion to approve Items A-1 and A-2 passed by the following votes: (7) Ayes:Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Protopappas, Commissioner Scates, PresidentKatzoff.

COMMERCIAL REAL ESTATE

A motion to approve Items C-/ and C-3 was made by Commissioner Protopappasand seconded by Commissioner Kramer.

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Minutes of the Regular MeetingMarch 7, 2006

C-1 Resolution 06029, Approval Of A Three-Year Service Agreement With ABM EngineeringServices, To Provide Building Engineering Services For Various Port Properties LocatedIn Jack London Square, With An Annual Contract Fee Of $257,203., And A 10%Contingency For Unanticipated Work, And Approval To Pay ABM Engineering ServicesOn An Interim Basis Until A New Service Agreement Is Executed.

Sanjiv Handa addressed the Board on Item C-3.

C-3 First Reading of an Ordinance, Approval Of First Reading Of An Ordinance For A FirstAmendment To Multi-Year License And Concession Agreement With Clear Channel, Inc.,To Provide A 16-Year Extension To The Term, For The Property Located Adjacent To TheBay Bridge Toll Plaza

The motion to approve Items C-I and C-3 passed by the following votes: (7) Ayes:Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Protopappas, Commissioner Scates, PresidentKatzoff,

A motion to approve Item C-2 was made by Commissioner Scates and seconded byCommissioner Kramer,

Commissioner Protopappas took no part in the discussion, deliberation or decision onItem C-2.

Larry Tong addressed the Board on Item C-2.

C-2 First Reading of an Ordinance and Resolution 06030, Approval A First AmendmentTo Multi-Year License And Concession Agreement With CBS Outdoor Inc., FormerlyKnown As Viacom Outdoor, Inc., To Provide For A Substitution Of Premises Location AndApproval Of Building Permit In The Area Adjacent To The Bay Bridge Toll Plaza

The motion to approve Item C-2 passed by the following votes: (6) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Scates, President Katzoff. (1) Recused:Commissioner Protopappas

MARITIME

A motion to approve Items M-1 through M-3 was made by Commissioner Kramerand seconded by Commissioner Protopappas.

M-1 Resolution 06031, Recommendation To Approve And Authorize An Amendment To TheNon-Exclusive Preferential Assignment Agreement With SSA Terminals, LLC To ModifyCompensation Terms.

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Minutes of the Regular MeetingMarch 7, 2006

M-2 Resolution 06032, Authorization To Dispense With Standard Bidding Procedures ForWork Associated With Construction Of Additional Site Improvements At The Former UnionPacific Roundhouse Area, Inner Harbor, In The Amount Of $1.5-Million.

M-3 Resolution 06033, Approval Of Final Plans And Project Manual, Ratification Of AddendaAnd Award Of Contract For Berth 32 Yard Reconstruction, 20-Acre Expansion, OuterHarbor, In The Amount Of $11,894,390.

The motion to approve Items M-1 through M-3 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, CommissionerKramer, Commissioner Kiang, Commissioner Protopappas, Commissioner Scates,President Katzoff.

OPERATIONS

ADMINISTRATION

Vice-President Ayers-Johnson gave an account of the January 24, 2006 AdministrationCommittee Meeting. She reported that the Committee had recommended forconsideration by the full Board Items 0-1 and 0-4.

A motion to approve Items 0-1 through 0-10 was made by Vice-President Ayers-Johnson and seconded by Vice-President Batarse.

0-1 Resolution 06034, Approval Of Project Manual For Performing Emergency SpillResponse Or Emergency Repairs In A Hazardous Environment For Port Of OaklandFacilities For The Period Commencing July 1, 2006 And Ending June 30, 2007, 2008 Or2009, In The Estimated Annual Amount Of $300,000.

0-2 Resolution 06035, Approval Of Project Manual For Removal And Disposal Of HazardousWaste, Universal Waste, And Other Contaminated Materials For The Period CommencingJuly 1, 2006 And Ending June 30, 2007, 2008 Or 2009, In The Estimated Annual AmountOf $500,000.

0-3 Resolution 06036, Approval And Authorization Of The Executive Director To ExecuteThe Resource 500 Development Agreement With The Central Valley Project Corporation,In The Amount Of $7,500.

0-4 Resolution 06037, Authorization To Form And Organize Maritime Management ServicesLLC To Carry Out A Strategic Alliance Between The Port Of Oakland And The Port OfSacramento, And To Prepare And Execute Certain Documents Relating Thereto And ToTake Certain Other Associated Actions, Including Certain Advances.

0-5 First Reading of An Ordinance, Deleting One Position Of Airport Terminal MaintenanceCoordinator And Adding One Position Of Senior Engineering Assistant In The AirportFacilities Department.

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Minutes of the Regular MeetingMarch 7, 2006

0 -6 Resolution 06038, Authorization To Enter Into An Agreement With Industrial EmployersAnd Distributors Association (IEDA) To Continue As A Contract Member For A Three-YearPeriod; Authorization For The Director Of Administration To Serve As The Port'sRepresentative On The IEDA Board Of Directors; And Authorization To Utilize IEDA'sProfessional Services On An As-Needed, Fee-For-Service Basis For Other Non-LegalLabor Relations Services. (Approximately $167,800 For A Three-Year Contract.)

0 -7 Resolution 06039, Approval Of Port Of Oakland Disadvantaged Business EnterpriseFY05-06 Federal Aviation Administration Overall Annual Goal Report.

0 -8 Resolution 06040, Approval Of The Final Selected Artists For The Media Wall InTerminal 2 At The Oakland International Airport ($120,000)

0-9 Resolution 06041, Approval Of Agriculture Outreach Consulting Services With ManuelCunha For $100,000.

0 -10 Resolution 06042, Approval To Enter Into A First Supplemental Agreement WithFairbank, Maslin, Maulin & Associates (FMMA), In An Amount Not To Exceed $35,000 ForThe Implementation Of Four Customer Focus Groups With Port Tenants.

The motion to approve Items 0-1 through 0-10 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, CommissionerKramer, Commissioner Kiang, Commissioner Protopappas, Commissioner Scates,President Katzoff.

A motion to approve Item 0-11 was made by Vice-President Ayers-Johnson andseconded by Vice-President Batarse.

0-11 Resolution 06043, Public Employee Discipline/Dismissal/Release.

The motion to approve Item 0-11 passed by the following votes: (7) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Protopappas, Commissioner Scates, PresidentKatzoff.

APPROVAL OF THE MINUTES

On a Motion by Vice-President Ayers-Johnson seconded by Vice-President Batarsethe Board unanimously approved the Minutes of January 17, 2006.

SUMMARY ITEM

On a motion by Commissioner Protopappas, seconded by Commissioner Scatesthe Board unanimously approved Summary Items S-1 through S-7.

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Minutes of the Regular MeetingMarch 7, 2006

S-1 Resolution 06044, Approving a Building Permit for Fed Ex: 1 Sally Ride Way (ramp area):Repair of portions of the pavement around the Fed Ex facility. The work will includeimprovements from overlay to pavement section replacement as conditions warrant. Thisproject has been determined to be exempt from the requirements of the CaliforniaEnvironmental Quality Act pursuant to CEQA guidelines Sections 15301 and 15302.Valuation of Work: $500,000.

S-2 Port Ordinance No. 3888, Approving A Supplemental Agreement Amending The LeaseWith GSC Logistics, Inc.

S-3 Port Ordinance No. 3889, Amending Port Ordinance No. 2833 Relating To WharfAssignments, Space Assignments.

S-4 Port Ordinance No. 3890, Amending Port Ordinance No. 3860 Relating To Rates,Charges, And Rules And Regulations For Daily And Monthly Truck And Container-On-Chassis Parking At The Subaru Lot Truck Parking Facility.

S-5 Port Ordinance No. 3891, Amending Sections 5.185 And 10.024 Of Port Ordinance No.867.

S-6 Port Ordinance No. 3892, Amending Port Ordinance No. 867 To Create A New PositionOf Manager Administration/Finance Services, And To Delete One Position Of Pricing AndContracts Analyst.

S-7 Port Ordinance No. 3893, Amending Port Ordinance No. 867 To Create A New PositionOf Water Systems Engineer And To Delete One Position Of Port Associate Engineer(E&M Work).

OPEN FORUM

Doug Niemeth, Harvey Sherback and Sanjiv Handa spoke in Open Forum.

ADJOURNMENT

There being no additional business, the Board adjourned at 4:42 p.m.

Betterton, SecretaryB and of Port Commissioners

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JERRY BRIDGESExecutive Director

DAVID L. ALEXANDERPort Attorney

JOHN T. BETTERTONSecretary of the Board

PATRICIA A. SCATES PORT OF OAKLANDPresidentFRANK KIANG BOARD OF PORT COMMISSIONERSFirst Vice President 530 Water Street Oakland, California 94607

ANTHONY A. BATARSE, JR.Second Vice President Telephone: (510) 627-1100

Facsimile: (510) 763.3562DARLENE AYERS-JOHNSON TDD: (510) 763.5730CommissionerKENNETH KATZOFF E-Mail: board Caportoakland.com Commissioner WEB: www.portofoakland.com

DAVID KRAMERCommissionerJOHN PROTOPAPPAS MINUTESCommissioner

Regular Meeting of the Board of Port CommissionersTuesday, March 21, 2006 - 3:00 p.m.

ROLL CALL

President Katzoff called the meeting to order at 3:07 p.m., and the followingCommissioners were in attendance:

2nd Vice-President Ayers-Johnson, 1 st Vice-President Batarse, Commissioner Kiang,r : in

President Katzoff.

CLOSED SESSION

President Katzoff convened the Board in Closed Session at 3:09 p.m. to consider thefollowing items:

1. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION. Pursuant tosubdivision (a) of Section 54956.9. Names of cases:

City of Oakland v. West Bay Builders Alameda County Superior Court Case No. RG05-213266

Wesco Distribution, Inc. v. Thunder Electric, Inc., et al. Alameda County Superior Court Case No. RG-4-191998

2. CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION.Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9:(3 matters)

Minutes of the Regular MeetingMarch 21, 2006

3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR. Government Code Section54956.8.

Property: Oakland Army BaseNegotiating Parties: Port of Oakland, Oakland Base Reuse Authority, Oakland

Redevelopment Agency, and City CouncilAgency Negotiator: Executive Director, Jerry A. BridgesUnder Negotiation: Price and Terms of Payment

OPEN SESSION

President Katzoff reconvened the Board into Open Session at 4:14 pm.

CLOSED SESSION REPORT

There were no items reported out of Closed Session.

AIRPORT

A motion to approve Item A-1 was made by Vice-President Batarse and secondedby Commissioner Kramer.

A-1 Rpsnliitinn 1161166 Racnli itinn Finding And niatprmining That A Prnnncerl AgrppmpntWith Rutherford & Chekene At A Maximum Compensation Certified By The Board Of PortCommissioners For Consulting Services Constitutes Professional, Technical AndSpecialized Services That Are Temporary In Nature, Waiving Competitive Bidding AndAuthorizing Execution Of Agreement.

Resolution 06066-A, Resolution Finding And Determining That A Proposed AgreementWith The KPA Group At A Maximum Compensation Certified By The Board Of PortCommissioners For Consulting Services Constitutes Professional, Technical AndSpecialized Services That Are Temporary In Nature, Waiving Competitive Bidding AndAuthorizing Execution Of Agreement.

The motion to approve Item A-1 passed by the following votes: (7) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Kramer, Commissioner Scates, Commissioner Protopappas andPresident Katzoff.

COMMERCIAL REAL ESTATE

Commissioner Protopappas gave an account of the March 8, 2006 Commercial RealEstate Committee Meeting. He reported that the Committee had recommended forconsideration by the full Board Items C-1 through C-3.

Commissioners Batarse and Protopappas recused themselves from Item C-3.

DIV1S-98421

Minutes of the Regular MeetingMarch 21, 2006

A motion to approve Items C-/ and C-2 was made by Commissioner Protopappasand seconded by Commissioner Scates.

A motion to approve Item C-3 was made by Commissioner Scates and seconded byCommissioner Ayers-Johnson.

C-1 Resolution 06067, A Resolution Approving And Authorizing A Parking ManagementServices Agreement With AMPCO System Parking To Provide For The Management AndOperations Of Various Parking Facilities Located In Jack London Square.

C-2 Resolution 06068, A Resolution Approving And Authorizing The Executive Director ToExecute An Amendment To The Ferry Service Agreement Between The Port Of OaklandAnd The City Of Alameda For A One Year Term, With An Annual Subsidy Of $83,325.00.

C-3 First Reading of Ordinance No. 3901, An Ordinance Approving And AuthorizingExecution Of An Easement Agreement With A.G. Chretien.

The motion to approve Items C-/ and C-2 passed by the following votes: (7) Ayes:Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Kramer, Commissioner Scates, Commissioner Protopappas andPresident Katzoff.

The mnfinn it-, mnnrt-turl I#cm nmcciari hi/ thin frillt-twirtrt uninc ICI AtInc_ _ _ r- r- - r-President Ayers-Johnson, Commissioner Kiang, Commissioner Kramer,Commissioner Scates and President Katzoff. (2) Recused: Vice-President Batarseand Commissioner Protopappas.

MARITIME

Commissioner Kramer gave an account of the March 16, 2006 Maritime Committeemeeting. He reported that the Committee had recommended for consideration by the fullBoard Items M-1, M-3, M-4 and M-5. Item M-2 was pulled.

A motion to approve Items M-1, M-3, M-4 and M-5 was made by CommissionerKramer and seconded by Vice-President Ayers-Johnson.

M-1 Resolution No. 06069, A Resolution Finding And Determining That A ProposedAgreement With Strategic Solutions Transportation Partners, LLC At A MaximumCompensation Of $20,000 For Consulting Services Constitutes Professional, TechnicalAnd Specialized Services That Are Temporary In Nature, Waiving Competitive BiddingAnd Authorizing Execution Of Agreement.

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Minutes of the Regular MeetingMarch 21, 2006

Resolution No. 06070, A Resolution Authorizing Oakland Maritime ManagementServices LLC To Enter Into An Agreement With Strategic Solutions TransportationPartners, LLC And Finding And Determining That Such Proposed Agreement ForConsulting Services Constitutes Professional, Technical And Specialized Services ThatAre Temporary In Nature, Waiving Competitive Bidding And Authorizing Execution OfAgreement.

M-3 Resolution No. 06071, A Resolution Granting Authorization To Include Modification OfBeach At Middle Harbor Shoreline Park In The Small Business Program; Finding AndDetermining That It Is In The Best Interest Of The Port To Contract For Such WorkWithout Standard Bidding Procedures; And Authorizing Execution Of A Contract For SuchWork Based On Receipt Of Informal Proposals In The Estimated Amount Of $500,000.

M-4 Resolution No. 06072, A Resolution Approving And Ratifying Issuance Of ChangeOrder To Contract With Manson Construction Company, Inc., Construction Of Berth 22Wharf Replacement, Outer Harbor, In The Amount Of $297,988.58.

M-5 Resolution No. 06073, A Resolution Finding And Determining That A Proposed SecondSupplemental Agreement With Cash & Associates At A Maximum Compensation CertifiedBy The Board Of Port Commissioners For Consulting Services Constitutes Professional,Technical And Specialized Services That Are Temporary In Nature, Waiving CompetitiveBidding And Authorizing Execution Of Agreement.

The motion to approve Items M-1, M-3, M-4 and M-5 passed by the following votes:(7) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, CommissionerKiang, Commissioner Kramer, Commissioner Scates, Commissioner Protopappasand President Katzoff.

OPERATIONS

AUDIT, BUDGET & FINANCE

Commissioner Scates gave an account of the March 9, 2006 Audit, Budget & FinanceCommittee meeting. She reported that the Committee had recommended forconsideration by the full Board Item 0-1.

A motion to approve Item 01 was made by Commissioner Scates and seconded byCommissioner Protopappas..

0-1 Resolution 06074, A Resolution Finding And Determining That A Proposed ThirdSupplemental Agreement With Macias, Gini And Company, LLP, At A MaximumCompensation Of $225,000, For Consulting Services Constitutes Professional, TechnicalAnd Specialized Services That Are Temporary In Nature, Waiving Competitive BiddingAnd Authorizing Execution Of Said Supplemental Agreement.

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DMS-98421

Minutes of the Regular MeetingMarch 21, 2006

The motion to approve Item 0-1 passed by the following votes: (7) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Kramer, Commissioner Scates, Commissioner Protopappas andPresident Katzoff.

APPROVAL OF THE MINTUES

The minutes of the March 7, 2006 Board Meeting were deferred.

SUMMARY ITEMS

On a motion by Commissioner Protopappas, seconded by Commissioner Kiang,the Board unanimously approved Summary Items S-1, S-2 and S-3.

S-1 Resolution No. 06075, A Resolution Approving Building Permit Requested By The HiltonHotel.

S-2 Resolution No. 06076, A Resolution Approving A Building Permit Requested By OaklandGolf, LLC.

S-3 Second Reading of Port Ordinance No. 3900, An Ordinance Amending Port OrdinanceNo. 3634 Relating To Landing And Tenant Terminal Space Rental Fees At MetropolitanOakland International Airport.

The motion to approve Items S-1 through S-3 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Kramer, Commissioner Scates, Commissioner Protopappas andPresident Katzoff.

OPEN FORUM

Sanjiv Handa addressed the Board in Open Forum.

ADJOURNMENT

There being no additional business the Board adjourned at 4:56 p.m.

,A.Ltdm/e4r) Cheryl Friedman, Assistant Secretary

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DMS-98421

KENNETH KATZOFF PORT OF OAKLANDPresidentANTHONY A. BATARSE, JR. BOARD OF PORT COMMISSIONERSFirst Vice President 530 Water Street Oakland, California 94607

DARLENE AYERS-JOHNSONSecond Vice President Telephone: (510) 627-1100

Facsimile: (510) 763.3562FRANK KIANG TDD: (510) 763.5703Co

DAVID KRAMER E-Mail: board(aoortoakland.com Commissioner WEB: www.portofoakland.comJOHN PROTOPAPPASCommissionerPATRICIA A. SCATES MINUTESCommissioner

JERRY BRIDGESExecutive Director

DAVID L. ALEXANDERPort Attorney

JOHN T. BETTERTONSecretary of the Board

Regular Meeting of the Board of Port CommissionersTuesday, April 4, 2006 - 3:00 p.m.

ROLL CALL

President Katzoff called the meeting to order at 3:06 p.m., and the followingCommissioners were in attendance:

2 nd Vice-President Ayers-Johnson, Commissioner Kramer, Commissioner Kiang,m c c Inc,r rim rnr-rirrliceinric,r Cr-.+nc orirl Procir1onf 6Cn1-7.-sff

Vice-President Batarse was excused.

CLOSED SESSION

President Katzoff convened the Board in Closed Session at 3:01 p.m. to consider thefollowing items:

1. Conference With Legal Counsel Existing Litigation. Pursuant to subdivision (a) ofSection 54956.9. Names of cases:

Wesco Distribution, Inc. v. Thunder Electric, Inc., et al. Alameda County Superior Court Case No. RG 04-191998

2. Conference With Legal Counsel Anticipated Litigation.Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9:(3 Matters)

Minutes of the Regular MeetingApril 4, 2006

3. Conference With Real Property Negotiator. Government Code Section 54956.8.

Property: Oakland Army BaseNegotiating Parties: Port of Oakland, Oakland Base Reuse Authority, Oakland

Redevelopment Agency, and City CouncilAgency Negotiator: Executive Director, Jerry A. BridgesUnder Negotiation: Price and Terms of Payment

Property: Hangar 6, North Field, Oakland Intl. AirportNegotiating Parties: Port of Oakland and Business Jet LLCAgency Negotiator: Director of Aviation, Steve GrossmanUnder Negotiation: Price and Terms of Payment

4. Conference With Labor Negotiator. Government Code Section 54957.6

Agency Negotiator: Austris Rungis, IEDAEmployee Organization: Western Council of Engineers, SEIU Local 790

OPEN SESSION

President Katzoff reconvened the Board in Open Session at the hour of 4:10 pm.

CLOSED SESSION REPORT

The Board Secretary reported that no final actions had been taken in Closed Session.

AVIATION

A motion to approve Items A-1 through A-3 was made by Commissioner Kiang andseconded by Commissioner Kramer.

A-1 Resolution 06079 and First Reading of an Ordinance, First Supplement To CorinthianColleges, Inc. License And Concession Agreement And Fifth Amendment To Business JetCenter Oakland L.P. Lease To Add And Delete Premises In Or Around Portions OfBuilding L-105, L-118, L-210 East, L-610, L-710A, L-810A, L-825 For A Net Monthly RentIncrease Of $52,549 And To Take Certain Other Fixed Base Operator (FBO)-RelatedActions; 7843, 7850, 7951, 8291, 9171, 9625 And 9636 Earhart Road, North Airport.

A-2 Resolution 06080, Authorization To Extend The Contract Award Period ForReconstruction Of East Apron, Phase 2, South Field, Oakland International Airport, AIP 3-06-0170-37 And AIP FY-06.

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Minutes of the Regular MeetingApril 4, 2006

A-3 Resolution 06081, Authorization To Execute Assignment Of Contract And Rights FromASCOM Transport Systems, Inc., To Affiliated Computer Services, Inc., And To DispenseWith Standard Bidding Procedures And Execute A New Contract With Affiliated ComputerServices, Inc., For Furnishing Maintenance And Service For Parking Lot Revenue ControlSystems For The Period Commencing April 1, 2008 And Ending March 31, 2013, In TheAmount Of $1,383,809.

On the advice of Port Staff Item A-4 was pulled.

Subcontractors Under The Contract Entered Into Solely For The Operation Of Food And Beverage, Retail And Duty Frce Concession At Oakland International Airport.(Resolution}

The motion to approve Items A-1 through A-3 passed by the following votes: (6)Ayes: Vice-President Ayers-Johnson, Commissioner Kramer, Commissioner Kiang,Commissioner Protopappas, Commissioner Scates and President Katzoff.(1) Absent: Vice-President Batarse.

MARITIME

A motion to approve Items M-1 and M-2 was made by Commissioner Kramer andseconded by Commissioner Protopappas.

M-1 Resolution 06082, Authorization To Dispense With Standard Bidding Practices, And ForThe Executive Director To Negotiate And Enter Into An Agreement With The Regents OfThe University Of California, Action On Behalf Of Its Library-Regional Oral History OfficeTo Implement The Oakland Army Base Oral History Documentation Program.

M-2 Resolution 06083, Ratification Of Final Plans And Project Manual, Ratification OfAddenda And Authorization To Reject All Bids And To Negotiate A Contract With TheLowest Responsible Responsive Bidder For American President Lines (APL) Yard AndGate Redevelopment, Berths 60-63, Inner Harbor.

Item M-3 was pulled on the recommendation staff.

M-3 PULLED:

The Lowest Responsible Bidder Up To The Estimated Amount Of $3,600,000.(Resolution)

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Minutes of the Regular MeetingApril 4, 2006

The motion to approve Item M-1 and M-2 passed by the following votes: (6) Ayes:Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kramer,Commissioner Kiang, Commissioner Protopappas and President Katzoff.(1) Absent: Commissioner Scates.

OPERATIONS

ADMINISTRATION

A motion to approve Items 0-1 through 0-4 was made by Vice-President Ayers-Johnson and seconded by Commissioner Kramer.

0-1 First Reading of an Ordinance, Delete One Position Of Office Specialist II And TheCreation Of A New Classification And One Position Of Engineering Document ControlSpecialist In The Engineering Design Department ($6,749).

0-2 First Reading of an Ordinance, Addition Of One Temporary Position Of AdministrativeSpecialist And The Deletion Of One Position Of Administrative Specialist In TheEngineering Design Administration Department ($8,473).

0-3 First Reading of an Ordinance, Deletion Of One Position Of Senior Account Clerk, AndThe Creation Of A New Classification And One Position Of Airport Properties OperationsAssistant In I he Airport Properties Department ($3,161.)

0-4 First Reading of an Ordinance, Deletion Of One Airport Terminal MaintenanceCoordinator Position, And The Creation Of A New Classification And One Position OfFacilities Support Supervisor In The Airport Facilities Department ($1,368.)

The motion to approve Items 0-1 through 0-4 passed by the following votes: (6)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, CommissionerKramer, Commissioner Kiang, Commissioner Protopappas and President Katzoff.(1) Absent: Commissioner Scates.

SUMMARY ITEMS

On a motion by Commissioner Protopappas, seconded by Commissioner Kramer,the Board unanimously approved Summary Items S-1 through S-4.

S-1 Resolution 06084, jetBlue: 1 Alan Shepard Way, Bldg. M-112: Installation of two electricheaters in the tenant space. Work includes new electrical circuits to the main tenantpanel. This project has been determined to be exempt from the requirements of theCalifornia Environmental Quality Act pursuant to CEQA Guidelines, Section 15301,Class 1. Valuation of work: $5,000.

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Minutes of the Regular MeetingApril 4, 2006

S-2 Resolution 06085, Verizon, et. al.; Verizon Wireless: 1 Airport Drive., Terminal 2:Installation of conduit for use by cellular phone companies (Verizon, Sprint/Nextel, andCingular) to extend services to the new baggage area and Terminal 2 extension. Thework includes only conduit and boxes extending from the existing mechanical rooms in M-103 to the new spaces. Each wireless company will be responsible for their ownequipment installation and subject to separate building permits from the Port. This projecthas been determined to be exempt from the requirements of the California EnvironmentalQuality Act, pursuant to CEQA Guidelines Section 15301, Class 1. Valuation of work:$250,000.

S-3 Resolution 06086, Metro PCS: 1 Airport Drive, Terminal 2: Installation of conduit foruse by the cellular phone company to extend services to the new baggage area andTerminal 2 extension. The work includes only conduit and boxes extending from theexisting mechanical rooms in M-103 to the new spaces. Installation of wire, antennas andother equipment is subject to a separate building permit from the Port. This project hasbeen determined to be exempt from the requirements of the California EnvironmentalQuality Act pursuant to CEQA Guidelines Section 15301, Class 1. Valuation of work:$50,000.

Commissioner Protopappas took no part in the discussion, deliberation or decision onItem S-4, and was out of the room when the item was taken up.

On a motion by Commissioner Kramer, seconded by Vice-President Ayers-Johnson, the Board unanimously approved Summary Item 4 by the following Votes:(5) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, CommissionerKramer, Commissioner Kiang, and President Katzoff. (1) Absent: CommissionerScates (1) Recused: Commissioner Protopappas.

S-4 Second Reading of Port Ordinance 3901, An Ordinance Approving And AuthorizingExecution Of An Easement Agreement With A.G. Chretien.

OPEN FORUM

Arthur Levy and Sanjiv Handa spoke in Open Forum.

WORKSHOP

Darlene DeRose of Montague/DeRose gave a workshop on Derivatives.

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ADJOURNMENT

There being no additional business, the Board adjourned at 5:56 p.m.

ohn Betterton, SecretaryBoard of Port Commissioners

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PATRICIA A. SCATES PORT OF OAKLANDPresidentFRANK KIANG BOARD OF PORT COMMISSIONERSFirst Vice President 530 Water Street Oakland, California 94607

ANTHONY A. BATARSE, JR.Second Vice President Telephone: (510) 627-1100

Facsimile: (510) 763.3562DARLENE AYERS-JOHNSON TDD: (510) 763.5730CommissionerKENNETH KATZOFF E-Mail: boardftportoakland.com Commissioner WEB: www.portofoakland.comDAVID KRAMERCommissioner

JOHN PROTOPAPPAS MINUTESCommissioner

JERRY BRIDGESExecutive Director

DAVID L. ALEXANDERPort Attorney

JOHN T. BETTERTONSecretary of the Board

Regular Meeting of the Board of Port CommissionersTuesday, April 18, 2006 - 3:00 p.m.

ROLL CALL

President Katzoff called the meeting to order at 3:07 p.m., and the followingCommissioners were in attendance:

Commissioner Kiang, Commissioner Kramer, Commissioner Protopappas,r.nmmiccinn p r Rrafac and Prpciri pnt Kaf7riff vtumr-p, in alipnrianrp

2"d Vice-President Ayers-Johnson and 1 st Vice-President Batarse where excused.

CLOSED SESSION

President Katzoff convened the Board in Closed Session at 3:09 p.m. to consider thefollowing items:

1. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION. Pursuant tosubdivision (a) of Section 54956.9. Names of cases:

City of Oakland v. West Bay Builders Alameda County Superior Court Case No. RG05-213266

Wesco Distribution, Inc. v. Thunder Electric, Inc., et al. Alameda County Superior Court Case No. RG-4-191998

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

Minutes of the Regular MeetingApril 18, 2006

3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR. Government Code Section54956.8.

Property: Oakland Army BaseNegotiating Parties: Port of Oakland, Oakland Base Reuse Authority, Oakland

Redevelopment Agency, and City CouncilAgency Negotiator: Executive Director, Jerry A. BridgesUnder Negotiation: Price and Terms of Payment

4. Conference With Labor Negotiator. Government Code Section 54957.6

Agency Negotiator: Austris Rungis, IEDAEmployee Organization: Western Council of Engineers, SEIU Local 790

OPEN SESSION

President Katzoff reconvened the Board into Open Session at 4:14 pm.

CLOSED SESSION REPORT

The Board Secretary reported the Board had approved by (5) ayes and (2) excused thefollowing Resolution:

A-1 Resolution 06088, Resolution Approving An Authorizing The Filling Of A ComplaintAgainst Aislic Concerning The 2005 Fuel Release From Kinder Morgan Energy Partners,L.P. ("KMEP" Fuel Pipeline Beneath Middle Harbor Road, Oakland, California.

OPEN FORUM

At the suggestion of the Chair Open Forum was taken earlier in the agenda. Thefollowing members of the public addressed the Board in Open Forum: Jim Elliott, DanilloOrcullo, Kawall Ulandy, Rev. Steve Churchill, Amanda Kassa and Andrea Dehlendorf.

AIRPORT

A motion to approve Items A-1 and A-2 was made Commissioner Kiang andseconded by Commissioner Protopappas.

A-1 Resolutions 06089 & 06090, Authorization To Execute Supplemental Agreements WithHNTB Corporation And Jacobs Consultancy, Inc. (Leigh Fisher Associates) For AdditionalAs-Needed Aviation Planning Consulting Services For An Additional Amount Not ToExceed $750,000 For HNTB Corporation And $250,000 For Jacobs Consultancy, Inc.

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A-2 First Reading of an Ordinance Approving The Terms And Conditions And AuthorizingThe Execution Of An Airline Operating Agreement And Its Space/Use Permit With ATAAirlines, Inc. At Oakland International Airport With Anticipated Monthly Revenue Of$85,000 (#1 Airport Drive, South Airport.)

The motion to approve Items A-1 and A-2 passed by the following votes: (5) Ayes:Commissioner Kiang, Commissioner Kramer, Commissioner Scates, CommissionerProtopappas and President Katzoff. (2) Excused: Vice-President Ayers-Johnson,and Vice-President Batarse.

A motion to approve Item A-3 was made by Commissioner Kiang and seconded byCommissioner Kramer.

The following members of the public addressed the Board on Item A-3: Mary CatherinePlunkett, Amaha Kassa, Rev. Stephen Churchill.

A-1 Resolution 06091, Approval Of A Resolution To Require The Airport ConcessionContractor That It And Its Subtenants Shall Comply With Provisions Of The OaklandCharter And Port Ordinances' Living Wage Requirements Under The Space Use PermitEntered Into For The Operation Of Food And Beverage, Retail And Duty Free ConcessionAt Oakland International Airport.

The motion to approve Item A-3 passed by the following votes: (5) Ayes:Commissioner Kiang, Commissioner Kramer, Commissioner Scates, CommissionerProtopappas and President Katzoff. (2) Excused: Vice-President Ayers-Johnson,and Vice-President Batarse.

MARITIME

A motion to approve Items M-1 and M-2 was made by Commissioner Kramer andseconded by Commissioner Protopappas.

M-1 Resolution No. 06092, Approval Of Termination Of Agreement And Revocation OfPermits To Railroad Companies For The Purpose Of Switching Operations In The OuterHarbor.

M-2 Resolutions Nos. 06093 and 06094, Approval Of Plans And Project Manual For PavingA 21-Acre Container Yard Within The Maritime Support Center Area; Authorization ToAward The Contract To The Lowest Responsible Bidder Up To The Estimated Amount Of$3,600,000; And Approval Of A First Supplemental Agreement With Han-PadronAssociates, LLP, To Provide Associated Construction Management Services In TheAmount Of $415,000.

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The motion to approve Items M-1 and M-2 passed by the following votes: (5) Ayes:Commissioner Kiang, Commissioner Kramer, Commissioner Scates, CommissionerProtopappas and President Katzoff. (2) Excused: Vice-President Ayers-Johnson,and Vice-President Batarse.

OPERATIONS

Administration

Commissioner Kramer gave an account of the March 28, 2006 Administration Committeemeeting. He reported that the Committee had recommended for consideration by the fullBoard Item 0-7.

A motion to approve Item 01 through 0-7 was made by Commissioner Kramer andseconded by Commissioner Protopappas.

0-1 Resolution No. 06095, Resolution Extension Of The Eligible List For Port SupervisingEngineer (Civil Work) And (Electrical & Mechanical Work) From April 29, 2006 ThroughApril 29, 2007.

0-2 Resolution No. 06096, Authorization For The Executive Director To Negotiate And EnterInto A First Supplemental Agreement For Professional Services With Malcolm Pirnie, Inc. Conducted Through Red Oak Consulting In The Amount Of $180,000 To ProvideStrategic Development Services.

0-3 Resolution No. 06097, Award Of Contract For Performing Emergency Spill ResponseFor Emergency Repairs In A Hazardous Environment For Port Of Oakland Facilities ForThe Period Commencing July 1, 2006 And Ending June 30, 2007, 2008 Or 2009, In TheAnnual Amount Of $300,000.

0-4 Resolution No. 06098, Approval Of Environmental Services Agreement In The Area OfStormwater Program Compliance With EOA, Inc. (Eisenberg, Olivieri & Associates), InThe Amount Of $250,000.

0-5 Resolution No. 06099, Adoption Of The Alameda County Operational Area EmergencyManagement Agreement.

0-6 Resolution No. 06100, Approval Of Additional Funds In An Amount Not To Exceed$12,000 For Artist Hung Liu For The Public Art Project In Terminal 2 Of The OaklandInternational Airport. (Resolution)

0-7 Resolution No. 06101, Approval Of Contract With Robert Ortbal For The RestroomPrivacy Walls In Terminal 2 Of The Oakland Airport. ($61,000, Plus A ContingencyAmount Certified By The Board Of Port Commissioners.)

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The motion to approve Items 0-1 through 0-7 passed by the following votes: (5)Ayes: Commissioner Kiang, Commissioner Kramer, Commissioner Scates,Commissioner Protopappas and President Katzoff. (2) Excused: Vice-PresidentAyers-Johnson, and Vice-President Batarse.

APPROVAL OF THE MINTUES

The minutes of the March 7th, March 21st and April 4 th 2006 Board Meeting wereapproved.

SUMMARY ITEMS

On a motion by the Board, the Summary Items were unanimously approved (5)Ayes: Commissioner Kiang, Commissioner Kramer, Commissioner Scates,Commissioner Protopappas and President Katzoff. (2) Excused: Vice-PresidentAyers-Johnson, and Vice-President Batarse.

S-1 Port Ordinance No. 3903, Being "An Ordinance Amending Port Ordinance No. 867 ToCreate A New Position Of Engineering Document Control Specialist And To Delete OnePosition Of Office Specialist II."

5-2 Port Ordinance No. 3904, Being "An Ordinance Amending Port Ordinance No. 867 ToCreate A Temporary Position Of Administrative Specialist And To Delete One Position OfAdministrative Specialist."

S-3 Port Ordinance No. 3905, Being "An Ordinance Amending Port Ordinance No. 867 ToCreate A New Position Of Airport Properties Operations Assistant And To Delete OnePosition Of Senior Account Clerk."

S-4 Port Ordinance No. 3906, Being "An Ordinance Amending Port Ordinance No. 867 ToCreate A New Position Of Facilities Support Supervisor And To Delete One Position OfAirport Terminal Maintenance Coordinator."

By unanimous consent the Board approved Items S-1 through S-4 by the followingvotes: (5) Ayes: Commissioner Kiang, Commissioner Kramer, CommissionerScates, Commissioner Protopappas and President Katzoff. (2) Excused: Vice-President Ayers-Johnson, and Vice-President Batarse.

OPEN FORUM

Sanjiv Handa addressed the Board in Open Forum.

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ADJOURNMENT

There being no additional business, the Board adjourned at 5:00 p.m.

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PATRICIA A. SCATES PORT OF OAKLANDPresidentFRANK KIANG BOARD OF PORT COMMISSIONERSFirst Vice President 530 Water Street Oakland, California 94607

ANTHONY A. BATARSE, JR.Second Vice President Telephone: (510) 627-1100

Facsimile: (510) 763.3562DARLENE AYERS-JOHNSON TDD: (510) 763.5730CommissionerKENNETH KATZOFF E-Mail: boardftportoakland.com Commissioner WEB: www.portofoakland.comDAVID KRAMERCommissionerJOHN PROTOPAPPAS MINUTESCommissioner

JERRY BRIDGESExecutive Director

DAVID L. ALEXANDERPort Attorney

JOHN T. BETTERTONSecretary of the Board

Regular Meeting of the Board of Port CommissionersTuesday, May 2, 2006 - 3:00 p.m.

ROLL CALL

President Katzoff called the meeting to order at 3:07 p.m., and the followingCommissioners were in attendance:

2" Vice-President Ayers-Johnson, 1 st Vice-President Batarse, Commissioner Kiang,t-srvsrv, ; r Lew, rnr D V.-Ame..Fr wit,n,r,n, iv, ,44,,rn.-1,nrs,n,

Commissioner Protopappas was excused. Commissioner Scates joined the meeting at3:10 p.m.

CLOSED SESSION

President Katzoff convened the Board in Closed Session at 3:09 p.m. to consider thefollowing items:

1. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION. Pursuant tosubdivision (a) of Section 54956.9. Names of cases:

City of Oakland v. West Bay Builders Alameda County Superior Court Case No. RG05-213266

2. CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION.Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9:(3 matters)

Minutes of the Regular MeetingMay 2, 2006

3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR. Government Code Section54956.8.

Property: Oakland Army BaseNegotiating Parties: Port of Oakland, Oakland Base Reuse Authority, Oakland

Redevelopment Agency, and City CouncilAgency Negotiator: Executive Director, Jerry A. BridgesUnder Negotiation: Price and Terms of Payment

4. Conference With Labor Negotiator. Government Code Section 54957.6

Agency Negotiator: Austris Rungis, IEDAEmployee Organization: Western Council of Engineers, SEIU Local 790

OPEN SESSION

President Katzoff reconvened the Board into Open Session at 4:05 pm.

CLOSED SESSION REPORT

The Port Attorney reported that the Board had not taken any final action during ClosedSession.

AIRPORT

Vice-President Batarse gave an account of the May 1, 2006 Aviation Committee meeting.He reported that the Committee had recommended for consideration by the full BoardItems A-1 through A-6.

A motion to approve Items A-1 through A-6 was made Vice-President Batarse andseconded by Vice-President Ayers-Johnson.

A-1 Resolution No. 06102, Approval Of A License And Concession Agreement With PacificWestern Aviation Oakland, L.L.C. For New Premises At Port Building L-618 (8300 EarhartRoad), North Airport, At A Monthly Rental Of $1,948.07.

A-2 Resolution No. 06103, Amendment Of Board Resolution No. 06059, And RatificationAnd Approval Of A Revised Fifth Amendment To Agreement For Operation AndMaintenance Of Aviation Fuel Facilities At Oakland International Airport With OaklandFuel Facilities Corporation, At A Monthly Payment ("Compensation") Of $406,863(Facilities Located Throughout The South Airport.)

A-3 Resolution No. 06104, Approval Of A License And Concession Agreement With U.S.Airways, Inc., For 2,200 Square Feet Of Space At The Cargo Building At A MonthlyRental Of $3,260 (1 Alan Shepard Way South Airport.)

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A-4 Resolution No. 06105, Second Amendment To An Agreement With Oakland Museum OfCalifornia (Contract #04148) For Ongoing Exhibit Program At Oakland InternationalAirport To Add Management Of Second Exhibit Location And Increase Budget By$137,235 Per Year, And A One-Time Construction Amount Of $62,175 For A New TotalCompensation Of $486,355 Over A Three-Year Period And Waiving Competitive BiddingFor Construction Work To Be Done By The Museum.

A-5 Resolution No. 06106, Authorization To Transfer $100,000 To The MetropolitanTransportation Commission (MTC) To Conduct The 2006 Bay Area Airline PassengerSurvey At Oakland International Airport.

A-6 Resolution No. 06107, Approval Of Negotiation And Execution Of Change Order To TheReconstruction Of East Apron Phase 1, South Field, Oakland International Airport, ALP3-06-0170-29, AIP 3-06-0170-36 Project, For Costs Associated With Constructing FuelLine And Hydrant Pits At Gates 23, 24 And 25, South Field, Oakland International Airport.

The motion to approve Items A-1 through A-6 passed by the following votes: (6)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Kramer, Commissioner Scates and President Katzoff. (1) Excused:Commissioner Protopappas.

MARITIME

Commissioner Kramer gave an account of the April 20, 2006 Maritime Committeemeeting. He reported that the Committee had recommended for consideration by the fullBoard Items M-1 through M-4.

A motion to approve Items M-1 through M-4 was made by Commissioner Kramerand seconded by Vice-President Ayers-Johnson.

M-1 Resolution No. 06108, Authorization For The Executive Director To Negotiate And EnterInto A Professional Services Agreement With Patrick Burnson In The Amount Of $3,500To Provide Maritime Marketing, Speech-Writing And Media Relations Support.

M-2 Resolution No. 06109, Ratification Of Organizational Name Change From Bay AreaWorld Trade Center (BAWTC) To Oakland International Trade And Visitor Center.

M-3 Resolution No. 06110, Authorization To Enter Into An Agreement With East BayMunicipal Utility District For The Proposed Installation Of A Larger Fire Water SupplyPipeline In The Vicinity Of Berth 30 Terminal, Outer Harbor, In The Estimated Amount Of$70,000,

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M-4 First Reading of an Ordinance, Approving And Authorizing To Grant An Easement ForEast Bay Municipal Utility District To Relocate A Water Supply Pipeline In The Vicinity OfBerth 60-63 Terminal.

The motion to approve Items M-1 through M-4 passed by the following votes: (6)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Kramer, Commissioner Scates and President Katzoff. (1) Excused:Commissioner Protopappas.

OPERATIONS

ADMINISTRATION COMMITTEE

Vice-President Ayers-Johnson gave an account of the April 25, 2006 AdministrationCommittee meeting. She reported that the Committee had recommended forconsideration by the full Board Items 0-1 through 0-7.

A motion to approve Items 0-1 through 0-7 was made by Vice-President Ayers-Johnson and seconded by Commissioner Kramer.

0-1 First Reading of an Ordinance, Deletion Of One Management Assistant Position, AndThe Addition Of One Position Of Facilities Support Supervisor In The Harbor FacilitiesDepartment.

0-2 First Reading of an Ordinance, Deletion Of One Senior Engineering Assistant Position,And The Creation Of A New Classification, And One Position Of Senior Surveying AndMapping Technician In The Engineering Project Planning And Management GeometricsDepartment. (Estimated Cost Savings Of $11,257 In FY 2006-07.)

0-3 First Reading of an Ordinance, Addition Of One Temporary Position Of ContractCompliance Manager, And The Deletion Of One Position Of Contract ComplianceManager In The Social Responsibility Division. (Estimated Additional Cost Of $21,057 InFY 2006-07.)

0-4 Resolution No. 06111, Leave Of Absence From A Classified Civil Service Position ToAccept An Exempt-Level Position.

0-5 Resolution No. 06112, Approval To Dispense With Standard Bidding Procedures AndAuthorize The Executive Director To Negotiate A Two-Year Contract With Enwisen, Inc.For Total Compensation Statements For Employees, In An Amount Not To Exceed$40,000.

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0-6 Resolution No. 06113, Authorization To Reject All Bids, And To Solicit New Bids, ForRemoval And Disposal Of Hazardous Waste, Universal Waste, And Other ContaminatedMaterials For The Period Commencing July 1, 2006 And Ending June 30, 2007, 2008 Or2009, In The Annual Amount Of $500,000.

0-7 First Reading of an Ordinance and Resolution No. 06114, Approval Of A ResolutionAuthorizing Execution Of Agreements With The East Bay Municipal Utility District, PacificGas And Electric Company, And American Telephone And Telegraph, And Other LocalTelephone Or Electric Communications Companies For Payment Of Less Than $300,000For Planning, Engineering Design And Construction Services For Purposes Of ProvidingRetail Utility Services To Port Facilities; And Approval Of An Ordinance Authorizing TheExecution Of Rights Of Entry, Licenses And Easements For Utility Companies To Install,Operate And Maintain Utility Facilities In Port Property For Retail Utility Service To PortFacilities. (Resolution And Ordinance)

The motion to approve Items 0-1 through 0-7 passed by the following votes: (6)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Kramer, Commissioner Scates and President Katzoff. (1) Excused:Commissioner Protopappas.

APPROVAL OF THE MINTUES

The Minutes of the April 18, 2006 Board Meeting were approved.

SUMMARY ITEMS

On a motion by Vice-President Batarse, seconded by Vice-president Ayers-Johnsonthe Summary Items were unanimously approved (6) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang, Commissioner Kramer,Commissioner Scates and President Katzoff. (1) Excused: CommissionerProtopappas.

S-1 Resolution No. 06115, ATA Airlines; 1 Airport Drive, Terminal 1: Interior tenantimprovements by a new airline tenant. The proposed project is to make improvements tothe Terminal 1 spaces they will take over from previous tenants, including ticket counterand baggage make-up space in M-101, and office space in M-103. The work includesinstallation of furniture, fixtures, finishes, and data/electrical equipment. This project hasbeen determined to be exempt from the requirements of the California EnvironmentalQuality Act pursuant to Section 15301. Valuation of work: $41,000.

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Minutes of the Regular MeetingMay 2, 2006

S-2 Resolution No. 06116, Budget Rent A Car; 7600 Earhart Road, Rental Car Facility:Demolition of the tenant's quick turnaround (QTA) facility. The work includes removal ofbuilding, wash area, and other improvements used for QTA operations. These functionswill be moved off-site. The work includes repaving and striping to expand parking area forrental car storage. This project has been determined to be exempt from the requirementsof the California Environmental Quality Act pursuant to Section 15301(c) (3). Valuation ofwork: $40,000.

OPEN FORUM

Sanjiv Handa addressed the Board in Open Forum.

ADJOURNMENT

There being no additional business, the Board adjourned at 4:53 p.m.

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PATRICIA A. SCATES PORT OF OAKLANDPresidentFRANK KIANG BOARD OF PORT COMMISSIONERSFirst Vice President 530 Water Street Oakland, California 94607

ANTHONY A. BATARSE, JR.Second Vice President Telephone: (510) 627-1100

Facsimile: (510) 763.3562DARLENE AYERS-JOHNSON TDD: (510) 763.5730CommissionerKENNETH KATZOFF E-Mail: board(aportoakland.com Commissioner WEB: www.portofoakland.comDAVID KRAMERCommissioner

JOHN PROTOPAPPAS MINUTESCommissioner

JERRY BRIDGESExecutive Director

DAVID L. ALEXANDERPort Attorney

JOHN T. BETTERTONSecretary of the Board

Regular Meeting of the Board of Port CommissionersTuesday, May 16, 2006 - 3:00 p.m.

ROLL CALL

President Katzoff called the meeting to order at 3:03 p.m., and the followingCommissioners were in attendance:

2nd Vice-President Ayers-Johnson, 1 st Vice-President Batarse, Commissioner Kiang,Commissioner Scates, and President Katzoff were in attendance.

Commissioners Kramer and Protopappas were excused.

CLOSED SESSION

President Katzoff convened the Board in Closed Session at 3:09 p.m. to consider thefollowing items:

1. CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION.Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9:(4 matters)

2. CONFERENCE WITH REAL PROPERTY NEGOTIATOR. Government Code Section54956.8.

Property: Oakland Army BaseNegotiating Parties: Port of Oakland, Oakland Base Reuse Authority, Oakland

Redevelopment Agency, and City CouncilAgency Negotiator: Executive Director, Jerry A. BridgesUnder Negotiation: Price and Terms of Payment

Minutes of the Regular MeetingMay 16, 2006

Property: Berths 60-63Negotiating Parties: Port of Oakland, Eagle Marine Services, Ltd. And APL Ltd.Agency Negotiator: Executive Director, Jerry A. BridgesUnder Negotiation: Price and Terms of Payment

3. Public Employee Performance Evaluation. Pursuant to Subdivision (e) of GovernmentCode Section 54957

Employee: Director of Corporate Administration Services, JosephEchelberry

4. Conference With Labor Negotiator. Government Code Section 54957.6

Agency Negotiator: Austris Rungis, IEDAEmployee Organization: Western Council of Engineers, SEIU Local 790

OPEN SESSION

President Katzoff reconvened the Board into Open Session at 4:07 pm.

CLOSED SESSION REPORT

The Board Secretary reported that the Board had unanimously approved (5 Ayes) duringClosed Session:

Resolution No. 06117, Approving And Authorizing Execution Of A Settlement AgreementAnd Full Release With Respect To Certain Released Claims At Berths 23, 24, 25 And 26Of The Port Of Oakland ("Berths 23-26 Drinking Water Agreement") And A SettlementAgreement And Full Release With Respect To Certain Released Claims At A Portion OfThe Oakland Army Base ("OAB Agreement") With Zurich American Insurance Company("Zurich").

AIRPORT

A motion to approve Items A-1 and A-2 was made Vice-President Batarse andseconded by Vice-President Ayers-Johnson.

A-1 Resolution No. 06118, Ratification Of Addenda And Delegation Of Authority ToExecutive Director to Award Contract For Reconstruction Of East Apron, Phase 2, SouthField, Oakland International Airport, AIP 3-06-0170-37 And AIP-FY-06 In The Amount Of$25,988,036.

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