PORT OF OAKLAND JERRY BRIDGES · JERRY BRIDGES Executive Director DAVID L ALEXANDER Port Attorney JOHN T. BETTERTON Secretary of the Board KENNETH KATZOFF PORT OF OAKLAND President

KENNETH KATZOFF PORT OF OAKLANDPresident

ANTHONY 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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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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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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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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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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DAVID L ALEXANDERPort Attorney






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

JOHN PROTOPAPPASCommissioner


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

ROLL CALL


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

CLOSED SESSION


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


Minutes of the Regular MeetingFebruary 7, 2006



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.


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

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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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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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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.


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


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


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





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

ROLL CALL


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


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



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



OPEN SESSION



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.


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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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.


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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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.


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


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


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

ROLL CALL


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



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


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

OPEN SESSION


Minutes of the Regular MeetingMarch 7, 2006



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.


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

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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.


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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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.


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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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.


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.


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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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


Betterton, SecretaryB and of Port Commissioners

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PATRICIA A. SCATES PORT OF OAKLANDPresident

FRANK 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


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

President Katzoff.

CLOSED SESSION


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)


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

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


OPEN SESSION

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


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 Agrppmpnt

With 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.


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


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


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




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

ROLL CALL


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


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




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



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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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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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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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


ohn Betterton, SecretaryBoard of Port Commissioners

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

JOHN PROTOPAPPAS MINUTESCommissioner




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

ROLL CALL


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


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


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)







OPEN SESSION



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.


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


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ADJOURNMENT


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




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

ROLL CALL


2" Vice-President Ayers-Johnson, 1 st Vice-President Batarse, Commissioner Kiang,t-srvsrv, ; r Lew, rnr♦ D V.-A–me..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


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


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






OPEN SESSION



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.


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.


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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Date


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


ADJOURNMENT


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





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

ROLL CALL


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


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





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



OPEN SESSION



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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A-2 Resolution No. 06119, Approval Of Third Supplemental Agreement With Carter &Burgess, Inc., For Engineering Services For The Reconstruction Of East Apron – Phase1, South Field, Oakland International Airport, AIP 3-06-0170-29 And AIP 3-06-0170-36 InAn Amount Certified By The Board Of Port Commissioners.

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


Commissioner Scates gave an account of the May 3, 2006 Commercial Real EstateCommittee meeting. She reported that the Committee had recommended forconsideration by the full Board Items C-1 and C-2.

A motion to approve Item C-/ was made by Commissioner Scates and seconded byCommissioner Kiang.

C-1 First Reading of an Ordinance, Amending Port Ordinance No. 3864, To Revise TheOption Term With II Pescatore Ristorante For The Premises Known As 31 Webster Street,With An Annual Minimum Rent Of $90,000.

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

C-2 Hal Ellis and Jim Fallaschi gave an informational presentation on the Jack London SquarePhase II Development Project.


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MARITIME

A motion to approve Items M-1 through M-3 was made by Vice-President Ayers-Johnson and seconded by Vice-President Batarse.

M-1 Resolution Nos. 06120, 06121, 06122, Approval Of And Authorization For: (1)Ratification Of Addenda And Award Of Contract For Construction Of Marine OperationsBuilding E-121, Berths 60-63, Inner Harbor, In The Amount Of $2,065,000.; (2) RejectionOf All Bids For APL Maintenance And Repair Building E-122, Berths 60-63, Inner Harbor;(3) Waive Standard Bid Procedures And Award Of Contract For APL Yard And GateRedevelopment, Berths 60-63, Inner Harbor, In The Amount Of $39,345,392.; (4) FirstSupplemental Agreement With Moffatt & Nichol For Professional Engineering ServicesFor The APL Yard And Gate Redevelopment, Berths 60-63, Inner Harbor, In An AmountCertified By The Board Of Port Commissioners l , And (5) Execution Of AmendedAgreements With Eagle Marine Services, Ltd., And American President Lines, Ltd.

M-2 Resolution No. 06123, Ratification Of Addenda And Award Of Contract For ConstructionOf Berths 35/37 Wharf Modifications For Berth Deepening, Outer Harbor, In The AmountOf $20,924,616.

M-3 Resolution No. 06124, Recommendation To Approve And Authorize A Name Change ToApm Tprminalc parifir I tri Anri Tn R pripfiri p primary rarr Artivity I Ica \A/ithin ThpFourth Supplemental Agreement To The Non-Exclusive Preferential AssignmentAgreement With Maersk Pacific, Ltd.

The motion to approve Items M-1 through M-3 passed by the following votes: (5)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Scates and President Katzoff. (2) Excused: CommissionerProtopappas and Commissioner Kramer.

OPERATIONS



0-2 Resolution No. 06126, Authorization To Increase On-Call Agreement With TEECOMDesign Group For Security Design In The Amount Of $20,000.

The motion to approve Item 0-2 passed by the following votes: (5) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Scates and President Katzoff. (2) Excused: CommissionerProtopappas and Commissioner Kramer.

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AUDIT, BUDGET & FINANCE COMMITTEE

Commissioner Scates gave an account of the May 11, 2006 Audit, Budget & FinanceCommittee meeting. She reported that the Committee had recommended forconsideration by the full Board Items 0-1 and 0-3.

A motion to approve Items 0-1 and 0-3 was made by Commissioner Scates andseconded by Commissioner Kiang.

0-1 Resolution No. 06125, Authorization To Renew The "Services Agreement For PlanAdministration And Record keeping Services" With Great West Retirement Services For APeriod Of 3 Years; Approval Of Amendment To Deferred Compensation Plan Of The PortOf Oakland Regarding Hardship Distributions; Approval Of Restatement Of DeferredCompensation Plan Of The Port Of Oakland.

0-3 Resolution No. 06127, Authority To Renew Port Of Oakland Insurance Policies And PortInsurance Program In The Amount Of $4,859,380

The motion to approve Items 0-1 and 0-3 passed by the following votes: (5) Ayes:Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Scates and President Katzoff. (2) Excused: CommissionerProtopappas and Commissioner Kramer.

SUMMARY ITEMS

On a motion by Commissioner Scates, seconded by Vice-President Ayers-Johnsonthe Summary Items were unanimously approved (5) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang, Commissioner Scates andPresident Katzoff. (2) Excused: Commissioner Protopappas and CommissionerKramer.

S-1 Port Ordinance No. 3908, Approving And Authorizing The Execution And Delivery OfGrant Of Easement To East Bay Municipal Utility District.

S-2 Port Ordinance No. 3909, Amending Port Ordinance No. 867 To Create An AdditionalPosition Of Facilities Support Supervisor, And To Delete One Position Of ManagementAssistant.

S-3 Port Ordinance No. 3910, Amending Port Ordinance No. 867 To Create A New PositionOf Senior Surveying And Mapping Technician, And To Delete One Position Of SeniorEngineering Assistant.

S-4 Port Ordinance No. 3911, An Ordinance Amending Port Ordinance No. 867 To Create ATemporary Position Of Port Contract Compliance Manager, And To Delete One PositionOf Port Contract Compliance Manager.

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n Betterton, Secretary06

Da e


S-5 Port Ordinance No. 3912, An Ordinance Approving And Authorizing The Execution OfRights Of Entry, Licenses And Easements For Utility Companies To Install, Operate AndMaintain Utility Facilities In Port Property For Their Providing Retail Utility Service To PortFacilities.

OPEN FORUM


ADJOURNMENT


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Facsimile: (510) 763.3562DARLENE AYERS-JOHNSON TDD: (510) 763.5730Commissioner

KENNETH KATZOFF E-Mail: [email protected] Commissioner WEB: www.portofoakland.comDAVID KRAMERCommissioner





Regular Meeting of the Board of Port CommissionersTuesday, June 6, 2006 - 3:00 p.m.

ROLL CALL


2nd Vice-President Ayers-Johnson, 1 St Vice-President Batarse, Commissioner Kiang,r-"rnrni oo i rm.. r Krn rr .r r i, rnrnicc i rm.. r Prntn pn pp. and Prc.c i ric. nt Knt7riff inattendance. Commissioner Scates joined the meeting at 3:20.

CLOSED SESSION


1. Conference With Legal Counsel – Existing Litigation. Pursuant to subdivision (a) ofSection 54956.9. Name 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:(2 Matters)

Minutes of the Regular MeetingJune 6, 2006




4. Conference With Labor Negotiator. Government Code Section 5495T6


OPEN SESSION



The Board Secretary reported that the Board had unanimously approved the followingResolution:

Resolution No. 06128, Authorizing The Port Attorney To File An Amicus Curiae Brief InThe Supreme Court Of California.

PUBLIC HEARING

President Katzoff opened the Public Hearing at 4:10 pm

Appeal to Board of Port Commissioners Variances Granted for 77 Hegenberger Rd. PortPermit No. 4632.

The Board heard from appellant Mary Catherine Plunkett of Unite Here! And the projectbuilder Satish Narayan

President Katzoff closed the Public Hearing at 4:24 pm

Resolution No. 06129, Denying Appeal Of Variances Granted For 77 HegenbergerRoad. Port Permit No. 4632 and approving Adoption of the Mitigated NegativeDeclaration.

The motion to approve Resolution No. 06129 passed by the following votes: (6)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Protopappas, Commissioner Scates and President Katzoff (1)Abstention: Commissioner Kramer.

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AIRPORT

Vice-President Batarse gave an account of the June 5th Aviation Committee Meeting. Hestated that the Committee had approved for forwarding to the full Board Items A-1 throughA-7.

A motion to approve Items A-1 through A-7, excluding A-4, was made Vice-President Batarse and seconded by Commissioner Kramer.

A-1 Resolution No. 06130, Approval Of Negotiation And Execution Of Change Order To TheIn-Line Explosive Detection Systems Project, Building M-363, Terminal 2, South Field,Oakland International Airport, AIP 3-06-0170-33, For Delay Costs Experienced On TheProject, In An Amount Certified By The Board Of Port Commissioners

A-2 Resolution No. 06131 and The First Reading Of An Ordinance, Supplementing AnExisting Five-Year Lease With The United States Of America, General ServicesAdministration, On Behalf Of The Transportation Security Administration, To Add 1,721±Square Feet Of Office Space At Terminal 1 And 750± Square Feet Of Office Space AtTerminal 2, Oakland International Airport, For A Rental Of $38,909 Per Month (1 AirportDrive, South Airport); And, Approval Of Owner-Directed Change Order For The Terminal2 Project, Airport Terminal Expansion Program; And Approval Of A Second SupplementalAgreement With MWM/YHLA For Additional Design Services, In An Amount Certified ByThe Board Of Port Commissioners.

A-3 Resolution No. 06132, Professional Services Agreement With Oakland Convention AndVisitors Bureau To Provide Inbound Marketing Support Services During FY 06-07 In TheAmount Of $40,000.

A-5 Resolution No. 06134, Approval Of License And Concession Agreement With UnitedParcel Service, Inc. For The Operation Of An Air Cargo Transport And Sorting Facility ForA One-Year Term With A Monthly Rental Of $135,337.55 (112 Alan Shepard Way, SouthAirport).

A-6 Resolution No. 06135, Approval Of First Supplemental Agreement With JacobsConsultancy, Inc. (dba Leigh Fisher Associates) To Provide Concession Planning AndConsulting Services At Oakland International Airport In The Amount Of $40,000

A-7 First Reading of an Ordinance, Approving An Amendment To Port Ordinance 3634 ToAdjust North Field Fees.

The motion to approve Items A-1 through A-7 (excluding A-4) passed by thefollowing votes: (7) Ayes: Vice-President Ayers-Johnson, Vice-President Batarse,Commissioner Kiang, Commissioner Kramer, Commissioner Protopappas,Commissioner Scates and President Katzoff

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A motion to approve Item A-4 was made Vice-President Batarse and seconded byCommissioner Kramer.

Commissioners Ayers-Johnson and Protopappas recused themselves on Item A-4 anddid not participate in the deliberation or decision of A-4.

A-4 Resolution No. 06130, Third Supplemental Agreement With E-Agency, Inc. ForMarketing Support Services For FY 06-07 In The Amount Of $60,000

The motion to approve Items A-4 passed by the following votes: (5) Ayes: Vice-President Batarse, Commissioner Kiang, Commissioner Kramer, CommissionerScates and President Katzoff (2) Recused: Vice-President Ayers-Johnson andCommissioner Protopappas

MARITIME

Commissioner Kramer gave an account of the May 18th Maritime Committee Meeting.He stated that the Committee had approved for forwarding to the full Board Items M-1through M-5.


M-1 Resolution 06136, Approval And Authorization For The Executive Director To NegotiateAnd Execute A Supplemental Agreement To The Oakland Army Base Memorandum OfAgreement Regarding A Fair Share Agreement Related To Cultural Resource MitigationMeasures Between The City Of Oakland, The Oakland Base Reuse Authority, TheOakland Redevelopment Agency And The Port For The Former Oakland Army Base.

M-2 Resolution No. 06137 and First Reading of an Ordinance, Authorization To Execute ASpace/Use Permit With Clean Energy Corporation; Authorization To Execute A Funding,Design And Construction Agreement For The Oakland Downtown Compressed NaturalGas Fueling Facility On Port Property With The City Of Oakland And Clean EnergyCorporation; And Adoption Of The Final Initial Study/Negative Declaration For The PortMaritime CNG Station.

M-3 Resolution No. 06138, Authorization For The Executive Director To Dispense WithStandard Bidding Practices And To Expend Up To $300,000 In FY 06-07 To NegotiateAnd Enter Into Those Agreements Necessary To Establish A Representative Office InShanghai, China, To Retain A China-Based Representative, And To Implement AComprehensive Chinese Marketing Strategy For The Maritime Division.

M-4 Resolution No. 06139, Ratification Of Final Plans And Project Manual, Ratification OfAddenda And Authorization To Reject All Bids And To Negotiate A Contract ForInstallation Of A Video Surveillance And Intrusion Detection System For The MaritimeFacilities In An Amount Certified By The Board Of Port Commissioners.

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M-5 Resolution No. 06140, Approval Of First Supplemental Agreement With EnvironInternational Corporation (Contract 05100) To Conduct Air Quality Emissions Inventory,Provide Technical Support In The Development Of A Human Health Risk Assessment,And Assist In The Development Of A Maritime Air Quality Improvement Plan, In TheAmount Of $150,000.

The motion to approve Items M-1 through M-5 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Kramer, Commissioner Protopappas, Commissioner Scates andPresident Katzoff

OPERATIONS


Vice-President Ayers-Johnson gave an account of the May 23rd AdministrationCommittee Meeting. She stated that the Committee had approved for forwarding to thefull Board Items 0-1 through 0-12.


0-1 Resolution No. 06141 and First Reading of an Ordinance, Amendment Of PortOrdinance No. 1606 And Port By-Laws To Increase The Executive Director's Contract-Approval Authority, Revise Formal Competitive Bidding/Request For ProposalRequirements And Make Other Corrections And Clarification To The Port's PurchasingOrdinance.

0-2 Resolution No. 06142, Extension Of The Eligible List For Aviation SecuritySuperintendent From July 28, 2006 Through July 28, 2007.

0-3 Resolution No. 06143, Extension Of The Eligible List For Engineering Project ManagerFrom July 7, 2006 Through July 7, 2007.

0-4 Resolution No. 06144, Extension Of The Eligible List For Plumber From July 1, 2006Through July 1, 2007.

0-5 Resolutions No. 06145 & 06146, Amendments To The Port Of Oakland's EqualOpportunity Policy Regarding The Discrimination Complaint Procedure And The UnlawfulHarassment Complaint Policy And Procedures.

Al Loera addressed the Board on Item 0-6.

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0-6 Resolution No. 06147 AND First Reading of an Ordinance, Approving CertainChanges In The Port Of Oakland's Organizational Structure; Ordinances Creating CertainClassifications, Making Appointments To Certain Positions, And Adjusting CertainSalaries; All To Be Effective July 1, 2006 ($105,885).

0-7 Resolution No. 06148, Authorization To Enter Into A Contract With Hale & Estrada, LLCFor Executive Search Services For The Position Of Director Of Information TechnologyFor The Port Of Oakland ($29,000).

0-8 Resolution No. 06149, Proposed Revision To The Port Of Oakland's Non-DiscriminationAnd Small/Local Business Utilization Policy.

0-9 Resolution No. 06150, Approval Of Payment Pursuant To An Agreement With TheWorkforce Investment Board/Oakland Private Industry Council To Share The Cost AndResponsibilities Of Supervision And Direction For A PLA Construction ResourceCoordinator, In An Amount Not To Exceed $40,000

0-10 First Reading of an Ordinance, Approving Authorization To Enter Into A Solar EnergySupply And License Agreement With SunEdison LLC To Purchase Solar Electricity, In AnAmount Not To Exceed $4,920,000 Over A 20-Year Period.

0-11 Resolution Nn_ OR151_ Aciontinn of A RpsnirrnA AcIpniranv Pr-n(1mm For ThP Port ifOakland.

0-12 Resolution No. 06152, Authorization To Release Funds Budgeted For A Purchase OrderAgreement With Alameda Publishing Group/Oakland Magazine For The Design, Layout,Printing, And Distribution Of Port News Magazine. ($41,000)

The motion to approve Items 0-1 through 0-12 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Vice-President Batarse, Commissioner Kiang,Commissioner Kramer, Commissioner Protopappas, Commissioner Scates andPresident Katzoff


Commissioner Scates gave an account of the Special May 17, 2006 Audit, Budget &Finance Committee meeting.


By acclaim the Board approved the Minutes of the Regular Meetings of May 2ndand May 16, 2006.

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Betterton, Secretary Date


SUMMARY ITEMS

By acclaim the Board unanimously approved the Summary Items.

S-1 Building Permit, Airport Hilton Hotel; 1 Hegenberger Road: Installation of a new firealarm system for the hotel. The project will include installation of detectors, alarm signals,controls, wiring, removal of the old system, and related electrical work. This project hasbeen determined to be exempt from the requirements of the California EnvironmentalQuality Act pursuant to Section 15301, Class 1. Valuation of work: $625,000.

S-2 Building Permit, Sprint/Nextel; 1 Airport Drive, Terminal 1: Relocation of antennas fromcanopy structure to main building. The project will remove 3-2 foot high panel antennasfrom the canopy in front of Building M101, scheduled to be removed, and replace themwith a 2-6 foot high antennas on the exterior column of Building M102. Work will includethe installation of new conduit for signal and electric power to serve the new location, aswell as removal of existing equipment. This project has been determined to be exemptfrom the requirements of the California Environmental Quality Act pursuant to Section15301, Class 1(a) and 15303, Class 3. Valuation of work: $12,000.

S-3 Port Ordinance No. 3913, Amending Port Ordinance No. 3864, To Revise The OptionTerm With II Pescatore Ristorante For The Premises Known As 31 Webster Street, WithAn A nnt Ainirni irn Conn+ of (ton my)

OPEN FORUM

David Novogrodsky and Sanjiv Handa addressed the Board in Open Forum.

ADJOURNMENT


7

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JERRY BRIDGES PORT OF OAKLAND ANTHONY A. BATARSE, JR.Executive Director President

BOARD OF PORT COMMISSIONERSOMAR BENJAMIN

DARLENE AYERS-JOHNSON530 Water Street • Oakland, California 94607Deputy Executive Director First Vice President

HAROLD JONES JOHN PROTOPAPPASDeputy Executive Director Telephone: (510) 627-1100 Second Vice President

Facsimile: (510) 451-5914DOUGLAS WARING

KENNETH S. KATZOFF5703763(510)(5TDD:TDD-Deputy Executive Director Commissioner

JOE WONG E-Mail: board(4ortoakland.com FRANK KIANGDeputy Executive Director WEB: www.portofoakland.com Commissioner

DAVID L. ALEXANDER DAVID KRAMERPort Attorney Commissioner

JOHN T. BETTERTON MINUTES PATRICIA A. SCATESSecretary of the Board Commissioner

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

ROLL CALL


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

CLOSED SESSION


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


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


Minutes of the Regular MeetingJuly 18, 2006

Property: Terminals 1 & 2, Oakland Airport, One Airport DriveNegotiating Parties: Port of Oakland, Host International, Inc., and AndaleAgency Negotiator: Management Group, Inc.Under Negotiation: Agency Negotiator: Director of Aviation, Steven Grossman



OPEN SESSION



The Board Secretary reported that the Board had unanimously approved the followingResolutions:

Resolution No. 06165, Approving And Authorizing Increased Expenditure Authority OfSpecial Counsel, And Execution Of A Settlement And Release Of All Claims.

Resolution No. 06166, Approving And Authorizing 1) Execution Of The SecondAmendment To The Tolling Agreement With Shell Oil Company ("Shell"), And 2) TheFiling Of A Claim In PS Trading, Inc.'s ("PST's) Bankruptcy Proceedings To Protect ThePort Of Oakland's ("Port's") Rights With Regard To The Environmental ContaminationCaused By PST And Its Predecessors At The South Field Tank Farm ("SFTF").

Resolution No. 06167, Approving Retention Of Special Counsel.

RATIFY ELECTION OF OFFICERS:

President Katzoff made a motion, seconded by Commissioner Kramer to ratify theelection of new officers (see Board Meeting Minutes of June 20, 2006).

• President: Anthony A. Batarse, Jr.• 1 st Vice President: Darlene Ayers-Johnson• 2nd Vice President: John Protopappas

• Secretary: John Betterton

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The Motion to approve Resolution No. 06168, Declaring Election Of Officers, passedby the following votes: (7) Ayes: Vice-President Ayers-Johnson, Vice-PresidentBatarse, Commissioner Kiang, Commissioner Kramer, Commissioner Protopappas,Commissioner Scates and President Katzoff.

President Batarse assumed the duties of the President for the remainder of the meeting.

President Batarse asked that Item 0-3 be taken first due to the number of speakersinterested in the item.

A motion to approve Item 0-3, as amended, was made Vice-President Ayers-Johnson and seconded by Commissioner Kramer.

Larry Hendel, Millie Clevland, Robert Stone and Al Loera addressed the Board on Item0-3.

0-3 ea e A . * Addition Of One (1) OfficeSpecialist I Position In The Landside Operations Department (AS31); Reclassification OfOne (1) Incumbent In Airport Security/ID Specialist In Aviation Security Department(AS45) To The Added Office Specialist I Position In The Landside Operations Department(AS31). (Budget Savings Of $1,077 In FY06-07.) (Ordinance)

The motion to approve Item 0-3 passed by the following votes: (7) Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff , Commissioner Kiang,Commissioner Kramer, Vice-President Protopappas, Commissioner Scates andPresident Batarse.

AIRPORT

Commissioner Kiang gave an account of the June 26 th Aviation Committee Meeting. Hestated that the Committee had approved for forwarding to the full Board Items A-1 throughA-5.

A motion to approve Items A-1 through A-5, excluding A-2, was made byCommissioner Kiang and seconded by Vice President Protopappas.

A-1 First Reading of an Ordinance and Resolution No. 06169, Approving A 120-Day RightOf Entry Beginning July 18, 2006, And An Ordinance Approving A Space/Use Permit ForA Single Unit, Non-Exclusive Casual Dining/Bar Concession Privilege With A Term Of 10-Years At Rental As The Higher Of A Minimum Annual Guarantee Of $75 Per Square Footvs. Various Percentage Rentals With Andalè Management Group, Inc. (1 Airport Drive,South Airport).

3 DMS-109785


A-3 First Reading of an Ordinance, Approving Modification Of Ordinance 3648 To AssessCertain Ground Transportation Fees (Port Ordinance 3648 Amendment – Fee StructureChange).

A-4 First Reading of an Ordinance, Approving The Terms And Conditions And AuthorizingThe Execution Of An Airline Operating Agreement With HMY Airways, Inc., dba HarmonyAirways, At Oakland International Airport With An Anticipated Monthly Revenue Of $8,000(#1 Airport Drive, South Airport)

A-5 First Reading of an Ordinance, Approving The Terms And Conditions And AuthorizingThe Execution Of An Airline Operating Agreement With Atlantic Southeast Airlines, Inc.,At Oakland International Airport, With An Anticipated Monthly Revenue Of $6,000(#1 Airport Drive, South Airport).

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

A motion to approve Item A-2 was made by Commissioner Kiang and seconded byVice President Ayers-Johnson.

commissioner vrotopappas recusea nimseit on item A-z ana aia not participate in thedeliberation or decision.

A-2 First Reading of an Ordinance and Resolution Nos. 06170 & 06171, Approving A 120-Day Right Of Entry Beginning July 18, 2006, And An Ordinance Approving A Space/UsePermit For The Primary Non-Exclusive Food And Beverage, Retail And Duty FreeConcession Privilege With An Interim Term Through May 31, 2008, And A Primary Term(Commencing June 1, 2008) Of 10 Years, At Rental As The Higher Of A MinimumGuarantee Of $75 Per Square Foot vs. Various Percentage Rentals With HostInternational, Inc., And Resolution Approving A Not-To-Exceed $50,000 ConsultancyAgreement With Robin Chiang & Company For Architectural Services (1 Airport Drive,South Airport.)

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

MARITIME


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M-1 Resolution 06172, Authorization To Increase The Contract Budget For The ExistingContract With Dutra Construction Co., Inc., For Annual Dredging And Berth Deepening OfPort Of Oakland Berths For The Period Commencing July 1, 2005 And Ending June 30,2006, 2007 Or 2008, From $5,600,000 To $8,100,000, And To Increase The TotalAllowable Expenditure For FY 06-07 To $3,000,000.

M-2 Resolution No. 06173, Authorization To Execute A Professional Services AgreementWith Science Applications International Corporation For Environmental ConsultingServices In Support Of Petroleum Cleanup Efforts At Berths 23/24, In The Amount Of$225,000.

M-3 First Reading of an Ordinance, Adoption Of New Electric Rates For Sale Of ElectricalPower At The Former Fleet Industrial Supply Center-Oakland (FISCO) Facilities And TheSurrounding Water Areas (Potential Revenue Increase Of $270,000 Per Year).

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

OPERATIONS


Vice-President Ayers-Johnson gave an account of the July 10, 2006 AdministrationCommittee Meeting. She stated that the Committee had approved for forwarding to thefull Board Items 0-1 through 0-11 and that items 0-7 0-8 and 0-10 were being pulledand would be considered at the next Board Meeting.

A motion to approve Items 0-1, 0-2, 0-4, 0-5, 0-6, 0-9, and 0-11 was made by Vice-President Ayers-Johnson and seconded by Commissioner Kramer.

President Batarse asked the Port Attorney for clarification on Item 0-1. Specifically, if theItem called for the deletion of 2 positions as well as the creation of two positions. ThePort Attorney answered that it did and that there where no new Full Time EquivalentPositions (FTEs) created by the Ordinance.

0-1 First Reading of an Ordinance, Deletion Of Two (2) Deputy Port Attorney IV Positions;and Creation Of A New Classification And Two Positions Of Deputy Port Attorney V To BeAssigned To The New Salary Schedule 651 In The Port Attorney's Office, And CreationOf A New Salary Schedule 651 (a--$12145; b--$12752; c-13390; d-14193; e--$15045).(Additional Cost Of $23,057 In FY 06-07; Overall Budget Savings Of $5,990).(Ordinance)

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0-2 First Reading of an Ordinance, Partial Reorganization Of The Commercial Real EstateDivision Resulting In The Addition Of One (1) Position Of Commercial Real EstateManager And The Deletion Of Two (2) Commercial Representative V Positions.(Additional Cost Of $17,000)

0-4 Resolution No. 06174, Ratification Of Addendum And Award Of Contract For RemovalAnd Disposal Of Hazardous Waste, Universal Waste, And Other Contaminated MaterialsFor The Period Commencing July 1, 2006 And Ending June 30, 2007, 2008 Or 2009, InThe Annual Amount Of $500,000.

0-5 Resolution No. 06175, Authorization For $1-Million Increase In Expenditure Limit ForFurnishing Labor, Materials And Equipment For Electrical Work And Associated ServicesFor Port Of Oakland Facilities For The Period Commencing January 1, 2005 And EndingDecember 31, 2005, 2006 Or 2007 (Non-SBE Contracts Only)

0-6 Resolutions No. 06176, Approval And Authorization To Execute Amendments To TheAgreement With ACEx Technologies, Inc., And Consent To Assign The Agreement ToStantec Consulting, Inc., To Provide On-Call Communication Engineering DesignServices (No Amount Involved.)

0-9 Resolution No. 06177, Appointment Of Deputy Executive Director Financial Services($14,584 Per Month).

0-11 First Reading of Ordinances, Setting Compensation And Certain Benefits For TheExecutive Director; And The Port Attorney.

The motion to approve Items 0-1, 0-2, 0-4, 0-5, 0-6, 0-9, and 0-11 passed by thefollowing votes: (7) Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff ,Commissioner Kiang, Commissioner Kramer, Vice-President Protopappas,Commissioner Scates and President Batarse


Commissioner Scates gave an account of the July 13, 2006 Audit, Budget & FinanceCommittee Meeting. She stated that the Committee had recommended for approval ofthe Full Board Item 0-12.

A motion to approve Item 0-12 was made by Commissioner Scates and secondedby Commissioner Kiang.

0-12 Resolution No. 06178, Port APL Redevelopment Project – Pollution Legal LiabilityInsurance $68,800 - $142,000 (Not To Exceed).

6 DMS-109785

Date


The motion to approve Item 0-12 passed by the following votes: (7) Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff , Commissioner Kiang,Commissioner Kramer, Vice-President Protopappas, Commissioner Scates andPresident Batarse.


By consensus the Board approved the Minutes of the Regular Meetings of June 6thand June 20th

SUMMARY ITEMS

On a Motion by Vice-President Protopappas, seconded by Commissioner Kiang theBoard unanimously approved the Summary Items.

S-1 Resolution 06179, A Building Permit for BNSF Railway Company; 333 Maritime Street:Rehabilitation of pavement sections at rail yard. The work includes removal of existingAC pavement areas and replacement with new pavement and base, about 90,000 sq. ft.total. This project has been determined to be exempt from the requirements of theCalifornia Environmental Quality Act pursuant to Section 25302(c). Valuation of work:$500,000.

S-2 Port Ordinance No. 3920, An Ordinance Approving And Authorizing The Execution Of AStorm Drain Easement Agreement With Union Pacific Railroad Company."

OPEN FORUM

No member of the Public spoke in Open Forum.

ADJOURNMENT


7

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PORT OF OAKLANDBOARD OF PORT COMMISSIONERS530 Water Street • Oakland, California 94607

Telephone: (510) 627-1100Facsimile: (510) 451-5914

TDD: (510) 763-5703

E-Mail: boardOportoakland.comWEB: www.portofoakland.com

MINUTES


OMAR BENJAMINDeputy Executive DirectorHAROLD JONESDeputy Executive Director

DOUGLAS WARINGDeputy Executive Director

JOE WONGDeputy Executive Director



ANTHONY A. BATARSE, JR.President

DARLENE AYERS-JOHNSONFirst Vice President

JOHN PROTOPAPPASSecond Vice President

KENNETH S. KATZOFFCommissioner

FRANK KIANGCommissioner

DAVID KRAMERCommissioner

PATRICIA A. SCATESCommissioner

Regular Meeting of the Board of Port CommissionersTuesday, August 1, 2006 - 3:00 p.m.

ROLL CALL

President Batarse called the meeting to order at 3:05 p.m., and the followingCommissioners were in attendance:

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

CLOSED SESSION

President Batarse convened the Board in Closed Session at 3:06 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: (3 Matters)




Minutes of the Regular MeetingAugust 1, 2006

Property: Oakland AirportNegotiating Parties: Port of Oakland and San Francisco Bay Area Rapid Transit

District (BART)Agency Negotiator: Director of Aviation, Steven GrossmanUnder Negotiation: Price and Terms of Payment



OPEN SESSION

President Batarse reconvened the Board into Open Session at 4:16 pm.

1 st CLOSED SESSION REPORT

The Port Attorney reported that the Board had taken no final action in Closed Session, butwould need to re-convene after Open Forum to finish the Closed Session Agenda.

AVIATION

Vice-President Ayers-Johnson gave an account of the July 24 th Aviation CommitteeMeeting. She reported that the Committee had approved for forwarding to the full BoardItems A-1 through A-5.

A motion to approve Items A-1 through A-5 was made by Vice-President Ayers-Johnson and seconded by Commissioner Kiang

A-1 Resolution No. 06181, Authorization To Execute A Professional Services Agreement WithRicondo & Associates To Continue Providing As-Needed Aviation Planning ConsultingServices For An Amount Not To Exceed $77,940.

A-2 Resolution Nos. 06182 and 06183, Authorization For The Executive Director To Execute ANew Agreement With ARINC, Inc. And A Supplemental Agreement With Soluziona USA ToUpgrade Airport Multi-User System Equipment (MUSE) In The Amount Of $1,387,000.

A-3 Resolution No. 06184, Approval Of A License And Concession Agreement With OaklandAviation High School, Inc. For Premises At Port Building L-825 (7850 Earhart Road), NorthAirport, At A Monthly Rental Of $6,020.

A-4 Resolution No. 06185, Authorization To Accept The Federal Aviation Administration (FAA)Grant Offer Of $14,198,057 For AIP-40.

A-5 Resolution No. 06185, Authorization Approving Consent To Assign Contract And Rights

DMS-112855


From Specialty Crushing, Inc., To East Bay Rock Corporation, Contingent On TheResolution Of Outstanding Legal Issues.

The motion to approve Items A-1 through A-5 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff , Commissioner Kiang,Commissioner Kramer, Vice-President Protopappas, Commissioner Scates andPresident Batarse.

MARITIME

Commissioner Katzoff gave an account of the July 18th Maritime Committee Meeting. Hereported that the Committee had approved for forwarding to the full Board Items M-1 and M-2.

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

M -1 Resolution 06187, Approval Of A License And Concession Agreement With OaklandMilitary Institute, College Preparatory Academy For Property Located At 2405 West 14thStreet, Oakland.

M -2 Resolution No. 06188, Authorization To Dispense With Standard Bidding Procedures AndInclude The Demolition Of Buildings 645, 646, 670, 674, 675, 676, 680, 689 And 690 At TheFormer Oakland Army Base, Outer Harbor, Oakland, In The Port's Small Business ProgramFor An Estimated Amount Of $4,400,000.

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

OPERATIONS


A motion to approve Items 0-1, 0-2 and 0-4 was made by Commissioner Kramer andseconded by Commissioner Protopappas.

0-1 First Reading of an Ordinance and Resolution No. 06188, Approval Of A MemorandumOf Understanding Between The Port Of Oakland And Western Council Of Engineers ForThe Term Of May 1, 2006 Through June 30, 2009. (Fiscal Year 2006-07: $293,317; FiscalYear 2007-08: $402,824; And Fiscal Year 2008-09: $314,202)

0 -2 First Reading of an Ordinance, Approval Of Resolution(s) / Ordinance(s) Setting SalariesAnd Certain Benefits For Unrepresented Employees Of The Port Of Oakland, Except Unit HEmployees, For Fiscal Years 2006-07, 2007-08, And 2008-09 ($1,449,000 For Fiscal Year

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2006-07)

0-3 The Board pulled Item 0-3 from consideration. Performance Incentive CompensationPlan For Employees In Unit H For Fiscal Years 2005-06 And 2006-07; Salary AdjustmentsFor Employees In Unit H, Effective July 1, 2006. ($85,000, Plus Incentive Payments).

Nilka Julio addressed the Board on Item 0-2.

0-4 Resolution No. 06190, Appointment Of Director Of Public Affairs ($11,667 Per Month).

The motion to approve Items 0-1, 0-2 and 0-4 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff , Commissioner Kiang,Commissioner Kramer, Vice-President Protopappas, Commissioner Scates andPresident Batarse


By consensus the Board approved the Minutes of the Regular Meetings of July 18 'h.

SUMMARY ITEMS

On a Motion by Vice-President Protopappas, seconded by Commissioner Kramer theBoard unanimously approved the Summary Items S-1 through S-16, excluding S-8which was heard seperately.

S-1 Resolution 06191, Oakland Golf, LLC; Metropolitan Golf Links, 10051 Doolittle Drive:Construction of pedestrian bridge at the 17 th green. The bridge across the water betweenthe fairway and the green, and is a pedestrian-only bridge with only a curb rail (nohandrails). This project has been determined to be exempt from the requirements of theCalifornia Environmental Quality Act pursuant to Section 15311, Class 11, AccessaryStructures. Valuation of work: $4,500.

S-2 Resolution 06192, National Rent-A-Car; Vanguard Ca Rental, Inc., 7600 Earhart Road:Modifications to the car wash drainage to install a water reclamation system. The project iswithin the tenant's assigned portion of the shared RAC site. This project has beendetermined to be exempt from the requirements of the California Environmental Quality Actpursuant to Section 15301, Class 1(a). Valuation of work: $10,000.

S-3 Resolution 06193, Cingular Wireless; 1 Airport Drive, Terminal 2: Installation of antennasand equipment in the Terminal 2 expansion area. The work is intended to extend thewireless phone coverage into the new terminal area. This project has been determined tobe exempt from the requirements of the California Environmental Quality Act pursuant toCEQA Guidelines Section 15301, Class 1. Valuation of work: $120,000.

S-4 Resolution 06194, Hertz Corporation; Hertz Rent-A-Car, 8000 Earhart Road: Modificationsto the car wash drainage to install a water reclamation system. The project is at the

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tenant's QTA facility at North Airport. This project has been determined to be exempt fromthe requirements of the California Environmental Quality Act pursuant to Section 15301,Class 1(a). Valuation of work: $10,000.

S-5 Resolution 06195, Andale; 1 Airport Drive, Terminal 2, Space ES4: Installation ofequipment in the Terminal 2 Expansion area, space ES4, to create a food preparation andstorage space for the new restaurant. The project is in a currently vacant space, and willinclude electrical and mechanical work. This project has been determined to be exemptfrom the requirements of the California Environmental Quality Act pursuant to Section15301(a). Valuation of work: $20,000.

S-6 Resolution 06196, Fed Ex; 1 Sally Ride Way: Installation of sprinklers for fire protection ofexisting trailers. This project has been determined to be exempt from the requirements ofthe California Environmental Quality Act pursuant to Section 15301(f). Valuation of work:$6,000.

S-7 Port Ordinance No. 3920, An Ordinance Approving And Authorizing The Execution Of ASpace Use Permit With Andale Management Group, Inc.

S-9 Port Ordinance No. 3923, An Ordinance Approving Modification Of Ordinance No. 3648To Assess Certain Ground Transportation Fees.

S- Port Ordinance No. 3924, An Ordinance Approving And Authorizing The Execution Of An10 Airline Operating Agreement With HMY Airways, Inc., dba Harmony Airways.

S- Port Ordinance No. 3925, An Ordinance Approving And Authorizing The Execution Of An11 Airline Operating Agreement With Atlantic Southeast Airlines, Inc.

S- Port Ordinance No. 3926, An Ordinance Amending Port Ordinance No. 3439 And12 Adopting New Electric Rates For Sale Of Electrical Power Provided By The Port At The

Former Fleet Industrial Supply Center-Oakland (FISCO) Facilities And The SurroundingWater.

S- Port Ordinance No. 3927, An Ordinance Amending Port Ordinance No. 867, Amending13 Section 2.05 And Adding New Section 6.013.

S- Port Ordinance No. 3928, An Ordinance Amending Port Ordinance No. 867 To Create An14 Additional Position Of Commercial Real Estate Manager, And To Delete Two Positions Of

Commercial Representative V.

S- Port Ordinance No. 3929, An Ordinance Amending Port Ordinance No. 867 To Create An15 Additional Position Of Office Specialist I.

S- Port Ordinance No. 3930, An Ordinance Amending Section 5.00 And 6.00 Of Port16 Ordinance No. 867 Ratifying And Fixing The Compensation Of Certain Employees Of The

Port Department.

5

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Date


The motion to approve Items S-1 through S-16 (excluding S-8) passed by thefollowing votes: (7) Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff ,Commissioner Kiang, Commissioner Kramer, Vice-President Protopappas,Commissioner Scates and President Batarse

Vice-President Protopappas took no part in the discussion, deliberation or decisionon Item S-8.

Commissioner Scates moved passage of Item S-8, which was seconded byCommissioner Kramer.

S-8 Port Ordinance No. 3922, An Ordinance Approving And Authorizing The Execution Of ASpace Use Permit With Host International, Inc.

The motion to approve Item S-8 passed by the following votes: (6) Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff , Commissioner Kiang,Commissioner Kramer, Commissioner Scates and President Batarse (1) Recused:Vice-President Protopappas

OPEN FORUM

Walter Dickson, Neville Morgan, Claire Darby, Rev. Steve Churchill and Sanjiv Handaaddressed the Board in Open Forum.

2nd CLOSED SESSION

The Board re-entered Closed Session at 5:02

2nd OPEN SESSION

The Board Secretary reported that the Board had unanimously approved the followingResolution in Closed Session:

Resolution 06180, Authorizing and Approving Retention of Special Counsel, Fitzgerald,Abbott & Beardsley, in the Huntleigh USA Corporation Matter.

ADJOURNMENT


6

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TDD: (510) 763-5703

E-Mail: boardportoakland.comWEB: www.portofoakland.com

MINUTES

JERRY BRIDGESExecutive DirectorOMAR BENJAMINDeputy Executive DirectorHAROLD JONESDeputy Executive Director

DOUGLAS WARINGDeputy Executive DirectorJOE WONGDeputy Executive Director










Regular Meeting of the Board of Port CommissionersTuesday, September 5, 2006 - 3:00 p.m.

ROLL CALL


1 st . Vice-President Ayers-Johnson, Commissioner Katzoff,Commissioner Kiang, 2nd . Vice-President Protopappas, Commissioner Scates andPresident Katzoff.

Commissioner Kramer was excused.

CLOSED SESSION



Total Terminals International v. City of Oakland et al. Alameda County Superior Court Case No. RG06269294

Victor Trinchese deceased v. Port of Oakland,Workers' Compensation Appeals Board Case No. SFO 0452770



Minutes of the Regular MeetingSeptember 5, 2006

Property: Berths 57-59Negotiating Parties: Stevedoring Services of America Terminal (SSAT) and Port of

OaklandAgency Negotiator: Director of Maritime, Wilson LacyUnder Negotiation: Price and Terms of Payment



OPEN SESSION




AVIATION

Vice-President Ayers-Johnson gave an account of the July 24 th Aviation CommitteeMeeting. She reported that the Committee had approved for forwarding to the full BoardItems A-1 through A-5.

A motion to approve Items A-1 through A-5 was made by Vice-President Ayers-Johnson and seconded by Commissioner Kiang

A-1 Resolution No. 06181, Authorization To Execute A Professional Services AgreementWith Ricondo & Associates To Continue Providing As-Needed Aviation PlanningConsulting Services For An Amount Not To Exceed $77,940.

A-2 Resolution Nos. 06182 and 06183, Authorization For The Executive Director To ExecuteA New Agreement With ARINC, Inc. And A Supplemental Agreement With Soluziona USATo Upgrade Airport Multi-User System Equipment (MUSE) In The Amount Of $1,387,000.

A-3 Resolution No. 06184, Approval Of A License And Concession Agreement With OaklandAviation High School, Inc. For Premises At Port Building L-825 (7850 Earhart Road),North Airport, At A Monthly Rental Of $6,020.

A-4 Resolution No. 06185, Authorization To Accept The Federal Aviation Administration(FAA) Grant Offer Of $14,198,057 For AIP-40.

A-5 Resolution No. 06185, Authorization Approving Consent To Assign Contract And Rights

DMS-112855


From Specialty Crushing, Inc., To East Bay Rock Corporation, Contingent On TheResolution Of Outstanding Legal Issues.

The motion to approve Items A-1 through A-5 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff , Commissioner Kiang,Commissioner Kramer, Vice-President Protopappas, Commissioner Scates andPresident Batarse.

MARITIME

Commissioner Katzoff gave an account of the July 18th Maritime Committee Meeting. Hereported that the Committee had approved for forwarding to the full Board Items M-1 andM -2.

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

M-1 Resolution 06187, Approval Of A License And Concession Agreement With OaklandMilitary Institute, College Preparatory Academy For Property Located At 2405 West 14thStreet, Oakland.

M-2 Resolution No. 06188, Authorization To Dispense With Standard Bidding ProceduresAnri Inrli irro Tha namn!itinn nf RI ii! H ing c R4C R4R R7f) R74 , R7c R7R RAC) RAQ Anri RCMAt The Former Oakland Army Base, Outer Harbor, Oakland, In The Port's Small BusinessProgram For An Estimated Amount Of $4,400,000.

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

OPERATIONS


A motion to approve Items 0-1, 0-2 and 0-4 was made by Commissioner Kramerand seconded by Commissioner Protopappas.

0-1 First Reading of an Ordinance and Resolution No. 06188, Approval Of AMemorandum Of Understanding Between The Port Of Oakland And Western Council OfEngineers For The Term Of May 1, 2006 Through June 30, 2009. (Fiscal Year 2006-07:$293,317; Fiscal Year 2007-08: $402,824; And Fiscal Year 2008-09: $314,202)

0-2 First Reading of an Ordinance, Approval Of Resolution(s) / Ordinance(s) SettingSalaries And Certain Benefits For Unrepresented Employees Of The Port Of Oakland,Except Unit H Employees, For Fiscal Years 2006-07, 2007-08, And 2008-09 ($1,449,000

3

DMS-112855


For Fiscal Year 2006-07)

0-3 The Board pulled Item 0-3 from consideration. Performance Incentive CompensationPlan For Employees In Unit H For Fiscal Years 2005-06 And 2006-07; Salary AdjustmentsFor Employees In Unit H, Effective July 1, 2006. ($85,000, Plus Incentive Payments).


0-4 Resolution No. 06190, Appointment Of Director Of Public Affairs ($11,667 Per Month).

The motion to approve Items 0-1, 0-2 and 0-4 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff, , CommissionerKiang, Commissioner Kramer, Vice-President Protopappas, Commissioner Scatesand President Batarse


By consensus the Board approved the Minutes of the Regular Meetings of July 18th

•

SUMMARY ITEMS

On a Motion by Vice-President Protopappas, seconded by Commissioner Kramerthe Board unanimously approved the Summary Items S-1 through S-16, excludingS-8 which was heard seperately.

S-1 Resolution 06191, Oakland Golf, LLC; Metropolitan Golf Links, 10051 Doolittle Drive:Construction of pedestrian bridge at the 17th green. The bridge across the water betweenthe fairway and the green, and is a pedestrian-only bridge with only a curb rail (nohandrails). This project has been determined to be exempt from the requirements of theCalifornia Environmental Quality Act pursuant to Section 15311, Class 11, AccessaryStructures. Valuation of work: $4,500.

S-2 Resolution 06192, National Rent-A-Car; Vanguard Ca Rental, Inc., 7600 Earhart Road:Modifications to the car wash drainage to install a water reclamation system. The projectis within the tenant's assigned portion of the shared RAC site. This project has beendetermined to be exempt from the requirements of the California Environmental QualityAct pursuant to Section 15301, Class 1(a). Valuation of work: $10,000.

S-3 Resolution 06193, Cingular Wireless; 1 Airport Drive, Terminal 2: Installation ofantennas and equipment in the Terminal 2 expansion area. The work is intended toextend the wireless phone coverage into the new terminal area. This project has beendetermined to be exempt from the requirements of the California Environmental QualityAct pursuant to CEQA Guidelines Section 15301, Class 1. Valuation of work: $120,000.

S-4 Resolution 06194, Hertz Corporation; Hertz Rent-A-Car, 8000 Earhart Road:

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Modifications to the car wash drainage to install a water reclamation system. The projectis at the tenant's QTA facility at North Airport. This project has been determined to beexempt from the requirements of the California Environmental Quality Act pursuant toSection 15301, Class 1(a). Valuation of work: $10,000.

S-5 Resolution 06195, Andale; 1 Airport Drive, Terminal 2, Space ES4: Installation ofequipment in the Terminal 2 Expansion area, space ES4, to create a food preparation andstorage space for the new restaurant. The project is in a currently vacant space, and willinclude electrical and mechanical work. This project has been determined to be exemptfrom the requirements of the California Environmental Quality Act pursuant to Section15301(a). Valuation of work: $20,000.

S-6 Resolution 06196, Fed Ex; 1 Sally Ride Way: Installation of sprinklers for fire protectionof existing trailers. This project has been determined to be exempt from the requirementsof the California Environmental Quality Act pursuant to Section 15301(f). Valuation ofwork: $6,000.

S-7 Port Ordinance No. 3920, An Ordinance Approving And Authorizing The Execution Of ASpace Use Permit With Andale Management Group, Inc.

S-9 Port Ordinance No. 3923, An Ordinance Approving Modification Of Ordinance No. 3648To Assess Certain Ground Transportation Fees.

S-10 Port Ordinance No. 3924, An Ordinance Approving And Authorizing The Execution Of AnAirline Operating Agreement With HMY Airways, Inc., dba Harmony Airways.

S-11 Port Ordinance No. 3925, An Ordinance Approving And Authorizing The Execution Of AnAirline Operating Agreement With Atlantic Southeast Airlines, Inc.

S-12 Port Ordinance No. 3926, An Ordinance Amending Port Ordinance No. 3439 AndAdopting New Electric Rates For Sale Of Electrical Power Provided By The Port At TheFormer Fleet Industrial Supply Center-Oakland (FISCO) Facilities And The SurroundingWater.

S-13 Port Ordinance No. 3927, An Ordinance Amending Port Ordinance No. 867, AmendingSection 2.05 And Adding New Section 6.013.

S-14 Port Ordinance No. 3928, An Ordinance Amending Port Ordinance No. 867 To CreateAn Additional Position Of Commercial Real Estate Manager, And To Delete Two PositionsOf Commercial Representative V.

S-15 Port Ordinance No. 3929, An Ordinance Amending Port Ordinance No. 867 To CreateAn Additional Position Of Office Specialist I.

S-16 Port Ordinance No. 3930, An Ordinance Amending Section 5.00 And 6.00 Of PortOrdinance No. 867 Ratifying And Fixing The Compensation Of Certain Employees Of The

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Date


Port Department.The motion to approve Items S-1 through S-16 (excluding S-8) passed by thefollowing votes: (7) Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff, ,Commissioner Kiang, Commissioner Kramer, Vice-President Protopappas,Commissioner Scates and President Batarse

Vice-President Protopappas took no part in the discussion, deliberation or decisionon Item S-8.

Commissioner Scates moved passage of Item S-8, which was seconded byCommissioner Kramer.

S-8 Port Ordinance No. 3922, An Ordinance Approving And Authorizing The Execution Of ASpace Use Permit With Host International, Inc.

The motion to approve Item S-8 passed by the following votes: (6) Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff, , Commissioner Kiang,Commissioner Kramer, Commissioner Scates and President Batarse (1) Recused:Vice-President Protopappas

OPEN FORUM

1A/nli-nr flinLnnn Al " .A111 ^ NA,Nrel,r, r`1,-,;r" 1-1,Arkx• r•k. Irrsh;11• • 1,II•VVI I 1 11V V 111V I VIVI II V1,11.11 V VV. .y, 1 IV.. V SV V V VI 1,41 11111 VI 1,1I V.I.-AI 1 .11 • I ISA V

addressed the Board in Open Forum.

2nd CLOSED SESSION

The Board re-entered Closed Session at 5:02

2nd OPEN SESSION


Resolution 06180, Authorizing and Approving Retention of Special Counsel, Fitzgerald,Abbott & Beardsley, in the Huntleigh USA Corporation Matter.

ADJOURNMENT


DMS-112855



TDD: (510) 763-5703

E-Mail: board©portoakland.comWEB: www.portofoakland.com

MINUTES









OMAR BENJAMINDeputy Executive Director

HAROLD JONESDeputy Executive Director





Regular Meeting of the Board of Port CommissionersTuesday, September 19, 2006 - 3:00 p.m.

ROLL CALL


1 st Vice-President Ayers-Johnson, Commissioner Katzoff, Commissioner Kiang,Commissioner Kramer, 2nd Vice-President Protopappas, Commissioner Scates andPresident Katzoff.

CLOSED SESSION


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


Claim of NCMA against the Port.




OPEN SESSION

President Batarse reconvened the Board into Open Session at 4:03 p.m.


The Board Secretary reported that the Board had unanimously approved the followingResolutions:

Resolution No. 06228, Resolution Authorizing And Approving Execution Of A StipulatedJudgement For Possession Between John Baker And The Port Of Oakland.

Resolution No. 06229, Resolution Approving And Authorizing Execution Of A SettlementAgreement And Release Of Claim With Respect To Claim Of NCMA Inc. Against The PortOf Oakland.

OPEN FORUM

President Batarse moved up the Open Forum portion of the meeting to accommodate thepublic.

The following people addressed the Board in Open Forum: Reverend Ricky Jenkins,Sister Rosemary Brennan, Doug Block, Jamie Thompson, Lois Jones, Evelyn Rubin,Howard Greenwich, Sharon Cornu, Chris Punongbayan, Al Loera and Nilka Julio.

AVIATION

A motion to approve Items A-1 and A-2 was made by Vice-President Ayers-Johnsonand seconded by Commissioner Kramer.

A-1 Resolution No. 06230, Approval of Reimbursement to the Port of Oakland from theMetropolitan Transportation Commission for the AirBART Shuttle Participation in the"Spare The Air Day" in the amount of $12,669.

A-2 Resolution No. 06231, Approval of Plans and Project Manual for Installation of 480VPower Feeders for Pre-Conditioned Air Units at Gates 3, 6, 7, 14 in Terminal 1 and Gates20-22 in Terminal 2, OIA, in the Amount of $650,000; and Approval of Owner-DirectedChange Order for the Terminal 2 Project for Installation of 480V Power Feeders for Pre-Conditioned Air Units at Gates 23-25 in Terminal 2, OIA, in an Amount Certified by theBoard of Port Commissioners.

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

2 DMS-118088


MARITIME

Item M-1 was pulled from the Agenda on the recommendation of the staff.


Vice-President Protopappas gave an account of the September 6 th Real EstateCommittee Meeting. He reported that the Committee had approved for forwarding to thefull Board Items C-1 and C-2.

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

C-1 First Reading of an Ordinance, Approving a 5-year License and Concession Agreementwith Oakland Marinas LP, For the Use of Approximately 3,200 sq. ft. of Office Space,Located at 1853 Embarcadero, at an Annual Rental Rate of Approximately $54,432.00.

C-2 Resolution No. 06232, Approval of a License and Concession Agreement with NBCUniversal for the Use of Approximately 10 sq. ft. of Rooftop Space at 530 Water Street, nomonetary compensation.

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

OPERATIONS


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

The Director of Corporate Administrative Services, Joe Echelberry, gave a briefpresentation on Item 0-1.


0-1 First Reading of an Ordinance, Determination of Bargaining Units for Purposes ofRepresentation by International Federation of Professional and Technical Engineers,Local 21, AFL-CIO ($0).

0-2 Resolution No. 06233, Support for the passage of Propositions 1A, 1B, and 1E.

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0-3 Resolutions Nos. 06234, 06235, 06236, 06237, 06238, 06239, Authorization to WaiveStandard bidding for Information Technology Division Systems Licensing, Maintenanceand Support, Budgeted in FY06-07 for $675,000.

0-4 Resolution No. 06240, Appointment of Director of Information Technology ($13,334 permonth).

The motion to approve Items 0-1 through 0-4 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff , Commissioner Kiang,Commissioner Kramer, Vice-President Protopappas, Commissioner Scates andPresident Batarse.


Commissioner Scates gave an account of the September 14 th Audit, Budget & FinanceCommittee Meeting. She reported that the Committee had approved for forwarding to thefull Board Item 0-5. Additionally, she reported that Item 0-8 had not gone to the ABFCommittee.

Items 0-6 and 0-7 were pulled on the recommendation of staff.

Sanjiv Handa addressed the Board on the Audit, Budget & Finance Committee Report.

A motion to approve Item 0-5 and 0-8 was made by Commissioner Scates andseconded by Vice-President Protopappas.

0-5 Resolution No. 06241, Revisions to Financial Management Reserve Policies for the Portof Oakland (Net Increase to Reserve Funds of $14,000,000).

0-8 Resolution No. 06242, Approval to Enter into an Agreement with Garrett Enterprises inan amount not to exceed $50,000 for Multi-Divisional Consulting Services.

The motion to approve Items 0-5 and 0-8 passed by the following votes: (7) Ayes:Vice-President Ayers-Johnson, Commissioner Katzoff , Commissioner Kiang,Commissioner Kramer, Vice-President Protopappas, Commissioner Scates andPresident Batarse.

SUMMARY ITEMS

On a Motion by Commissioner Scates, seconded by Vice-President Ayers-Johnsonthe Board unanimously approved Summary Items 5-1 through S-4.

S-1 Port Ordinance No. 3933, Approving And Authorizing Execution Of Lease Amendment 7With The United States Postal Service For Three Years For Space 1 (7201 Earhart Road,North Airport).

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hn Betterton, Secretary Date




S-4 Port Ordinance No. 3936, Approving And Authorizing Execution Of A Lease With AvisRent A Car System, Inc.

The motion to approve Items S-1 through S-4 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff, , Commissioner Kiang,Commissioner Kramer, Vice-President Protopappas, Commissioner Scates andPresident Batarse.

OPEN FORUM

Sarijiv Handa addressed the Board in Open Forum.

ADJOURNMENT


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TDD: (510) 763-5703

E-Mail: [email protected]: www.portofoakland.com

MINUTES

JERRY BRIDGESExecutive DirectorOMAR BENJAMINDeputy Executive DirectorHAROLD JONESDeputy Executive Director



DAVID L. ALEXANDERPort AttorneyJOHN T. BETTERTONSecretary of the Board








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

ROLL CALL


1 st Vice-President Ayers-Johnson, Commissioner Katzoff, Commissioner Kramer,Commissioner Kiang, 2''' Vice-President Protopappas, Commissioner Scates andPresident Katzoff.

1 st CLOSED SESSION



Larry Berlin. Port of Oakland, et al. Alameda County Superior Court Case No. RG05339504



Property: Various Parcels in OaklandNegotiating Parties: Port Of Oakland And Various TenantsAgency Negotiator: Director of Commercial real Estate, Joyce WashingtonUnder Negotiation: Price and Terms of Payment

Minutes of the Regular MeetingOctober 17, 2006



OPEN SESSION



The Board Secretary reported that the Board had unanimously approved (7 Ayes) inClosed Session the following Resolution

Resolution No. 06260, Authorizing And Approving The Change In Special Counsel LawFirm From Erickson, Beasley, Hewitt & Wilson To Lafayette & Kumagi LLP In ConnectionWith Larry Berlin V. Port Of Oakland.

EXECUTIVE DIRECTOR'S REPORT

The Executive Director called on Cheryl Perry-League to report on the Office of EqualOpportunity

Sanjiv Handa and Millie Cleveland addressed the Board on the Executive Director'sReport.

AVIATION

A motion to approve Items A-1 and A-2 was made by Vice-President Ayers-Johnsonand seconded by Commissioner Kiang.

A-1 Resolution No. 06261, Waiver Of Standard Request For Proposals Process AndAuthorization For The Executive Director To Execute A 2-Year Professional ServicesAgreement With Golder Associates, Inc. To Update The Airport Pavement ManagementSystem In The Amount Of $110,800.

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

A-2 Resolution No. 06262, Approving The Terms And Conditions Of, And DelegatingAuthority To, The Director Of Aviation To Execute "Airline Cooperative AdvertisingAgreements" With Certain Airline Tenants At Oakland International Airport Up To $25,000Per Instance, Up To Annual Authorized Budget.

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The motion to approve Item A-2 passed by the following votes: (6) Ayes: Vice-President Ayers-Johnson, Commissioner Kiang, Commissioner Kramer, Vice-President Protopappas, Commissioner Scates and President Batarse. (1) No:Commissioner Katzoff.

COMMERCIAL REALESTATE

Vice-President Protopappas gave an account of the October 4, 2006 Commercial RealEstate Committee Meeting. He reported that the Committee had approved for forwardingto the full Board Items M-1 through M-7.

A motion to approve Items C-1 through C-5 excluding M-5 was made by Vice-President Protopappas and seconded by Commissioner Katzoff.

C-1 Resolution 06263, Approval Of A License And Concession Agreement With NorthernCalifornia Marine Association For The Use Of Approximately 2,170 Square Feet OfVacant Land At The Foot Of Sixth Avenue, At An Annual Rent Of $3,000.

C-2 Resolution No. 06264, Approval To Execute A "Master Landlord Non-DisturbanceAgreement" Between The Port Of Oakland, Gray & Reynolds Properties, Inc. And TheirSubtenant Starbucks Corporation, Regarding The Sublease Of 1,575 Square Feet OfRetail Space Located At 1221 Embarcadero.

C-3 Resolution No. 06265, Authorization To Execute An "Agreement Of Ground Lessor" WithEmbarcadero Business Park, LLC And Their Lender, General Electric Capital Corporation,Approving A Proposed Leasehold Mortgage For Port Property Located At 1900 & 2000Embarcadero.

C-4 Resolution 06266, Approval Of Fiscal Year 06-07 Annual Target Rental Rates ForLicense And Concession Agreements.

C-5 First Reading of an Ordinance, Amending Port Ordinance No. 2083 Establishing RulesAnd Regulations For The Issuance Of Building Permits In The Port Area In Order ToRequire Applicant To Show Evidence Of Compliance With Law Relating To DeterminationOf No Hazard To Air Navigation.

The motion to approve Items C-1 through C-5, passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff, Commissioner Kiang,Commissioner Kramer, Vice-President Protopappas, Commissioner Scates andPresident Batarse.

MARITIME

A motion to approve Items M-1 was made by Commissioner Katzoff and secondedby Commissioner Kiang.

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Neither President Batarse, nor Vice-President Protopappas took part in the discussion,deliberation or decision on item M-1, and both were absent from the Board Room duringconsideration of the item.

M-1 Resolution 06262, Recommendation That The Board Approve And Authorize ExecutionOf A Short-Term Agreement With ABC Security Services To Provide Security ServicesFor The Port's Newly Acquired Oakland Army Base (OAB) Property; The Agreement WillInclude Terms And Conditions Previously Included Within The City Of Oakland's SecurityAgreement With ABC For The OAB Property; And A Request For Proposals Will BeIssued For A Port Defined Agreement For Security Services To Be Entered Into By ThePort Within The Next Twelve Months.

The motion to approve Items M-1, passed by the following votes: (5) CommissionerKatzoff, Commissioner Kiang, Commissioner Kramer, Commissioner Scates andPresident Ayers-Johnson (2) Recused: Vice-President Protopappas and PresidentBatarse.

OPERATIONS


d mntinn to apprnvp Items C)-1 wa g mad by Cnmmigginnpr Kramer and CPrnnripri

by Vice-President Ayers-Johnson.

0-1 Resolution No. 06268, Appointment of Chief Audit Officer.

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

Commissioner Scates gave an account of the October 12th Audit, Budget & FinanceCommittee Meeting. She reported that the Committee had approved for forwarding to thefull Board Item 0-3.

A motion to approve Item 0-3 was made by Commissioner Scates and seconded byCommissioner.

Item 0-2 was pulled on the recommendation of the staff and was not considered.

0-2 PULLED: Amendment Of Collections Policy And Related By Laws.

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0-3 Resolution No. 06269, Authorization To Waive Competitive Bidding For FinancialFeasibility Services, And Approval Of First Supplemental Agreement With Ricondo AndAssociates To Provide Financial Feasibility Services For Financial Solutions With RegardTo The Capital Improvement Program And A Bond Tax Certificate. Additional AmountAdded To Contract Is $100,000. Total Amount For The Contract Not To Exceed$375,000.

The motion to approve 0-3 passed by the following votes: (7) Ayes: Vice-PresidentAyers-Johnson, Commissioner Katzoff, Commissioner Kiang, CommissionerKramer, Vice-President Protopappas, Commissioner Scates and President Batarse.


By consensus the Board approved the Minutes of the Regular Meeting of October 3,2006.

SUMMARY ITEMS

On a Motion by Vice-President Protopappas, seconded by Vice-President Ayers-Johnson, the Board unanimously approved Summary Items S-1 through S-9,excluding S-4.

S-1 Resolution 06270, Sprint-Nextel Cellular; 1 Airport Drive, Terminal 2: Installation ofequipment and cables to expand the existing cell phone antenna network to cover the newareas of Terminal 2. Work includes connections to the existing system and modificationswithin the existing control room. This project has been determined to be exempt from therequirements of the California Environmental Quality Act pursuant to Section 15301, Class1. Valuation of work: $48,000

S-2 Resolution 06271, Sprint-Nextel Wi-Fi; 1 Airport Drive, Terminal 2: Installation ofequipment and cables to expand the existing Wi-Fi network to cover the new areas ofTerminal 2. Work includes connections to the existing system and modification within theexisting control room. This project has been determined to be exempt from therequirements of the California Environmental Quality Act pursuant to Section 15301, Class1. Valuation of work: $440,000

S-3 Resolution 06272, Andale Mexican Restaurant; 1 Airport Drive, Terminal 2: Constructionof tenant improvements in the Terminal 2 expansion area for restaurant and coffee bar.The proposed work is to build out the shell spaces for Andale's Mexican Restaurant withan adjacent Peet's coffee bar. This project has been determined to be exempt from therequirements of the California Environmental Quality Act pursuant to Section 15301, Class1. Valuation of work: $150,000

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S-5 Resolution 06274, Fed Ex; 1 Sally Ride Way: Install additions and reconfigure a portionof the storage area south of the Fed Ex International building. The project includes theaddition of two pre-fabricated storage buildings, 1440 and 480 square feet, and relocationof existing storage and parking. The work includes utility modifications to serve the newareas. This project has been determined to be exempt from the requirements of theCalifornia Environmental Quality Act pursuant to Section 15301, Class 1 and 15311.Valuation of work: $86,000

S-6 Port Ordinance No. 3939, An Ordinance Approving And Authorizing The Execution Of ARight-Of-Entry And Indemnity Agreement With Applied Remediation Company, Inc.

S-7 Port Ordinance No. 3940, An Ordinance Amending Port Ordinance No. 867 To Create ANew Position Of Supervisor, Asset Management, Budget And Financial Analysis, And ANew Position Of Assistant Commercial Real Estate Representative, And To Delete OnePosition Each Of Port Senior Financial Analyst And Properties Assistant.

S-8 Port Ordinance No. 3941, An Ordinance Amending Port Ordinance No. 867 To CreateTwo New Positions Of Executive Assistant II.

S-9 Port Ordinance No. 3942, An Ordinance Amending Port Ordinance No. 867 To Add ATemporary Position Of Building Services Manager.

On a Motion by Commissioner Scates, seconded by Vice-President Ayers-Johnson,the Board approved Summary Item S-4 by the following votes: (6) Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff, Commissioner Kiang,Commissioner Kramer, Commissioner Scates and President Batarse (1) recused:Vice-President Protopappas.

Vice-President Protopappas took part in the discussion, deliberation or decision on itemS-4, and was absent from the Board Room during consideration of the item.

S-4 Resolution 06273, HMS Host; 1 Airport Drive, Terminal 2: Construction of tenantimprovements in the Terminal 2 expansion area for restaurant and retail concessions.The proposed work is to build out the shell spaces for Starbucks, California Pizza Kitchen,Fenton's Ice Cream, Genova, Bay Front News, and four retail kiosks. This project hasbeen determined to be exempt from the requirements of the California EnvironmentalQuality Act pursuant to Section 15301, Class 1. Valuation of work: $1.2-Million.

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IC I 17 - o@Date


OPEN FORUM


ADJOURNMENT


7

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HAROLD JONES JOHN PROTOPAPPASDeputy Executive Director Telephone: (510) 6274100 Second Vice President


KENNETH S. KATZOFFTDD: (510) 763-5703Deputy Executive Director CommissionerJOE WONG E-Mail: board(aportoakland.com FRANK KIANGDeputy Executive Director WEB: www.portofoakland.com CommissionerDAVID L. ALEXANDER DAVID KRAMERPort Attorney CommissionerJOHN T. BETTERTON MINUTES PATRICIA A. SCATESSecretary of the Board Commissioner

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

ROLL CALL


1 st Vice-President Ayers-Johnson, Commissioner Katzoff, Commissioner Kramer,Commissioner Kiang, 2"" Vice-President Protopappas, Commissioner Scates andPresident Katzoff.

1 st CLOSED SESSION



Larry Berlin. Port of Oakland, et al. Alameda County Superior Court Case No. RG05339504

2. Conference With Legal Counsel – Anticipated Litigation.Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: (1 Matter)


Property: Sun Edison LLCNegotiating Parties: Sun Edison LLC and Port of OaklandAgency Negotiator: David Peixotto, Engineering Special Projects AdministratorUnder Negotiation: Price and Terms of Payment


Property: Berths 57-59 and Berths 67-68Negotiating Parties: SSA Terminals, LLCAgency Negotiator: Wilson Lacy, Director of MaritimeUnder Negotiation: Price and Terms of Payment



OPEN SESSION




AVIATION

Vice-President Ayers-Johnson gave an account of the October 2 , 200R AviationCommittee Meeting. She reported that the Committee had approved for forwarding to thefull Board Items A-1 through A-3.

A motion to approve Items A-1 through A-3 was made by Vice-President Ayers-Johnson and seconded by Commissioner Kramer.

A-1 First Reading of an Ordinance, Recommendation To Give First Reading To AnOrdinance Approving And Authorizing Execution Of A Right-Of-Entry And IndemnityAgreement With Applied Remediation Company.

A-2 Resolution No. 06244, Approval Of A Second Supplemental Agreement For DesignServices By Carter & Burgess, Inc., During Construction Of The Terminal 2 Project, In AnAmount Certified By The Board Of Port Commissioners.

A-3 Resolution No. 06245 06246, Approval Of Owner-Directed Change Order For TheTerminal 2 Project, Airport Terminal Expansion Program; And Approval Of A ThirdSupplemental Agreement With MWM/YHLA For Additional Design Services, In An AmountCertified By The Board Of Port Commissioners.

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

DMS-118991


MARITIME

Commissioner Kramer gave an account of the September 21st Maritime CommitteeMeeting. He reported that the Committee had approved for forwarding to the full BoardItems M-1 through M-7.

A motion to approve Items M-1 through M-7 excluding M-5 was made byCommissioner Kramer and seconded by Commissioner Katzoff.

M -1 Resolution 06247, Recommendation To Approve And Authorize An Amendment To TheNon-Exclusive Preferential Assignment Agreement With SSA Terminals, LLC To ValueEngineer The Phase 2 And Administration Building Construction Project And ModifyCompensation Terms.

M -2 Resolution No. 06248, Approval Of Plans And Project Manual For The Demolition OfBuilding 590 At The Former Oakland Army Base, Outer Harbor, Oakland, For AnEstimated Amount Of $1.6-Million.

M -3 Resolution No. 06249, Authorization To Execute A Utilities Program ManagementAgreement Among The Port Of Oakland (Port), The Oakland Base Reuse Authority(OBRA), And The City Of Oakland Redevelopment Agency (Agency) For Continuednr-Inrotinr, \ Aniryinnonnn Anrd Dennoir ryr Thin Gvictinri In+nrirni-cal I Cx/ei-nmc 4t Thn

Oakland Army Base, For An Estimated Added Annual Cost Of $200,000.

M -4 Resolution 06250, Recommendation That The Board Approve And Authorize ExecutionOf An Agreement With Alameda Contra-Costa Transit (AC Transit) For AC Transit ToProvide Weekend Bus Service To The Middle Harbor Shoreline Park Through The Year2009, And For The Port To Provide AC Transit A One-Time Subsidy Of $30,000.

M-5 was pulled on the recommendation of the staff.

M -5 PULLED:Agreement With ABC Security Services To P - -

M -6 Resolution No. 06251, Adoption Of A Final Development Plan For Portions Of TheFormer Oakland Army Base And Consideration Of Addendum To Oakland Army BaseEl R.

M -7 Resolution No. 06252, Authorization To Make Payments To Qualifying Tenants ForRelocation Claims As Required By Phase 1B Construction Of The Inner Harbor TurningBasin.

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DMS-118991


The motion to approve Items M-1 through M-7, excluding M-5, passed by thefollowing votes: (7) Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff,Commissioner Kiang, Commissioner Kramer, Vice-President Protopappas,Commissioner Scates and President Batarse.

OPERATIONS


Commissioner Kramer gave an account of the September 29th Administration CommitteeMeeting. He reported that the Committee had approved for forwarding to the full BoardItems 0-1 through 0-7 and 0-9.

A motion to approve Items 0-1 through 0-7 and 0-9 was made by CommissionerKramer and seconded by Vice-President Ayers-Johnson.

0-1 Resolution No. 06253, Authorization To Waive Standard Bidding For InvestigativeServices For The Office Of Equal Opportunity; And Approval To Enter Into On-CallAgreements For Investigative Services For The Office Of Equal Opportunity (Not ToExceed $50,000.)

0-2 Resolution No. 06254, Authorization To Waive Standard Bidding For TemporaryEmployment Services; And Approval To Enter Into On-Call Agreements With TemporaryEmployment Agencies For Temporary Employment Services (Not To Exceed $480,000).

0-3 First Reading of an Ordinance, Commercial Real Estate Division ReorganizationResulting In The Creation Of The Classification And One Position Of Supervisor, AssetManagement, Budget & Financial Analysis; And Creation Of The Classification And OnePosition Of Assistant Commercial Real Estate Representative; Deletion Of One PortSenior Financial Analyst Position, And The Deletion Of One Properties Assistant Position.(Additional Annualized Cost Of $29,500, Including Salary And Fringe Benefits).

0-4 First Reading of an Ordinance, Creation Of A New Classification And Two Positions OfExecutive Assistant II. (Additional Annualized Cost Of $219,500, Including Salary AndFringe Benefits).

0-5 Resolution No. 06255, Extension Of The Eligible List For Airport Security/I.D. SpecialistFrom October 26, 2006 Through October 26, 2007 ($0).

0-6 First Reading of an Ordinance, Addition Of One Temporary Position Of BuildingServices Manager In The Corporate Administrative Services Division. (Additional Cost Of$2,454 Per Month, Including Salary And Fringe Benefits).

4

DMS-118991


0-7 Resolution No. 06256, Approval To Execute A Third Amendment To The AgreementWith Bank Of America To Extend The Port's Loan And Bond Guarantee Fund With CostsNot To Exceed $5,000.

0-8 was pulled on the recommendation of the staff.

0-8 PULLED: Authorization To Prepare And Execute Agreements With Consultants For On

Estimated Amount Not To Exceed $3 Million For The Four On Call Construction

0-9 Resolution No. 06257, Waiver Of Standard Bidding And Authorization For The ExecutiveDirector To Execute An Agreement With Xiotech For Purchase Of Upgraded Storage AreaNetwork (SAN) Equipment For $120,000.

The motion to approve 0-1 through 0-7 and 0-9 passed by the following votes: (7)Ayes: Vice-President Ayers-Johnson, Commissioner Katzoff, Commissioner Kiang,Commissioner Kramer, Vice-President Protopappas, Commissioner Scates andPresident Batarse.

A motion to approve Item 0-10 was made by Commissioner Scates and secondedby Commissioner Protopappas.

0-10 Resolution No. 06258, Authority To Extend Owner-Controlled Insurance Program (OCIP)– Builders' Risk Policy Renewal.


By consensus the Board approved the Minutes of the Regular Meetings ofSeptember 5 th and 19th.

SUMMARY ITEMS

On a Motion by Vice-President Protopappas, seconded by Vice-President Ayers-Johnson, the Board unanimously approved the Summary Items S-1 through S-3.

S-1 Resolution 06259, Oakland Fuel Facilities Corp. – OFFC/Swissport; 1 Edward WhiteWay: Modifications drainage at the truck loading rack to reroute rain gutters and close oil-water separator discharge. The project is at the tenant's fuel truck loading facility at SouthAirport. This project has been determined to be exempt from the requirements of theCalifornia Environmental Quality Act (CEQA) pursuant to Sections 15301 and 15311 ofCEQA Guidelines. Valuation of work: $5,000.

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S-2 Port Ordinance No. 3937, An Ordinance Approving And Authorizing The Execution Of ALicense And Concession Agreement With Oakland Marinas, LP.

S-3 Port Ordinance No. 3938, An Ordinance Amending Port Ordinance No. 867 ApprovingAssignment Of Classification In Current Units D And E To Determine AppropriateBargaining Units For Purposes Of Representation.

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

OPEN FORUM


2nd CLOSED SESSION

The Board re-entered Closed Session at 4:53.

.)nd flOCKI CCCCIfIKI— —• —•- ----•—•-


Resolution 06243, Authorizing and Approving Increased Expenditure Authority ofSpecial Counsel in the Matter of Berlin v. Port of Oakland.

ADJOURNMENT


De)hn Betterton, Secretary Date

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PORT OF OAKLANDBOARD OF PORT COMMISSIONERS530 Water Street Oakland, California 94607


TDD: (510) 763-5703

E-Mail: [email protected]: www.portofoakland.com

MINUTES











DOUGLAS WARINGDeputy Executive DirectorJOE WONGDeputy Executive DirectorDAVID L. ALEXANDERPort AttorneyJOHN T. BETTERTONSecretary of the Board

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

ROLL CALL


Commissioner Kramer, Commissioner Kiang, 2nd Vice-President Protopappas,Commissioner Scates and President Katzoff.

1 st Vice-President Ayers-Johnson was traveling on Port business, and CommissionerKatzoff was excused.

1 st CLOSED SESSION



Theresa O'Guinn, et al v. Port of Oakland, et al. Alameda County Superior Court Case No. RG 06 291636


Minutes of the Regular MeetingNovember 7, 2006


Property:

Negotiating Parties:Agency Negotiator:Under Negotiation:

Approximately 3.5 acre area between Runway 9L and RonCowan Parkway, North Field, Oakland Intl AirportPort of Oakland and Sun Edison LLCDavid Peixotto, Engineering Special Projects Admin.Price and Terms of Payment

Property: Berths 20 through 24Negotiating Parties: Port of Oakland and APM Terminals Pacific Ltd (Maersk)Agency Negotiator: Wilson Lacy, Director of MaritimeUnder Negotiation: Price and Terms of Payment


Agency Negotiator: Austris Rungis, IEDAEmployee Organization: SEIU Local 790

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

OPEN SESSION



The Board Secretary reported that the Board had approved the following resolution:

Resolution 06275, Approving Appointment of Special Counsel O'Melveny & Meyers, LLP.In Connection With Theresa O'Guinn, et al v. Port of Oakland, et al.

Commissioners voting Aye (4): Commissioner Kiang, Vice-President Protopappas,Commissioner Scates and President Batarse; voting No (1): Commissioner Kramer;Excused (2): Vice-President Ayers-Johnson and Commissioner Katzoff.

AVIATION

Commissioner Kiang gave an account of the October 31, 2006 Aviation CommitteeMeeting. He reported that the Committee had approved for forwarding to the full BoardItems A-1 and A-2.

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

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A-1 Resolution No. 06276, Approval Of A Lease With Shell Oil Company And Shell PipelineCompany, LP., Which Consolidates Three Existing Agreements Covering Land AndPipeline Rights-Of-Way At Oakland International Airport, For A Consideration Of $29,182.08Per Annum (South Airport).

A-2 Resolution No. 06247, Ratification And Approval Of A First Supplemental Agreement ToWireless Telecommunications Agreement With Bay Area Cellular Telephone Company,Pacific Bell Wireless, LP. And Sprint Spectrum Realty Company, LP. For WirelessTelecommunications Services At Oakland International Airport, For A CombinedConsideration Of $83,527 For The Term (South Airport).

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


Vice-President Protopappas gave an account of the November 1st Commercial RealEstate Committee Meeting. He reported that the Committee had approved for forwarding tothe full Board Item C-1.

A motion to approve Item C-1 was made by Commissioner Protopappas andseconded by Commissioner Kiang.

C-1 Resolution 06278, Approval Of A Resolution Authorizing A Six-Month Sublease AgreementBetween CEP-JLS II LLC And The Port Of Oakland, For 101,323 Square Feet Of ParkingLot Area In Jack London Square, With No Monetary Compensation To CEP-JLS II.

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

MARITIME

Commissioner Kramer gave an account of the October 19th Maritime Committee Meeting.He reported that the Committee had approved for forwarding to the full Board Items M-1 andM -2.

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

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M-1 Resolution 06279, Approval Of A Resolution Confirming That Certain TransactionModifications Are Consistent With The Previously Approved Ordinance 3880, WhichAuthorized Negotiation And Execution Of Various Real Estate Agreements Related ToAcquisition Of The Army Reserve Properties.

M-2 First Reading of an Ordinance, Adoption Of New Electric Rates For Sale Of ElectricalPower At The Marine Terminal And The Commercial Real Estate Areas To Reflect PG&ERetail Tariff Costs To The Port, $8,000 Increase In Revenue, And Adoption Of New UtilityRates For The Sale Of Electrical Power, Water, Sewer And Gas At The Oakland Army BaseArea To Recover A Fair Share Of The Utility Operating And Maintenance Expenses,$425,000 Revenue.

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

OPERATIONS


r. nmmiccinnar Wramear nawa an a nnni int of tha nntnhar 21ct Ariminictratinn r.nmmitt aa

Meeting. He reported that the Committee had approved for forwarding to the full BoardItems 0-1 through 0-10.

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

0-1 First Reading of an Ordinance, Deletion Of One Position Of Port EngineeringTechnician II, And The Addition Of One Port Engineering Technician I Position In TheEngineering Services Department. (Estimate Cost Savings In FY06-07 Of $10,845).

0-2 First Reading of an Ordinance, Addition Of One Position Of Manager, Budget AndAnalysis In The Financial Services Division. (Additional Cost In FY06-07 At The MinimumOf $80,150 To A Maximum Of $94,450 - For 6 Months).

0-3 First Reading of an Ordinance, Deletion Of One Port Debt Compliance CoordinatorPosition, And The Creation Of A New Classification And One Position Of Manager, DebtCompliance In The Financial Services Division. (Increased Cost Of $4,982 To $19,287 InFY06-07, Depending Upon Selection.)

Nilka Julio addressed the Board on Items 0-4 and 0-10.

0-4 First Reading of an Ordinance, Addition Of One Port Assistant Auditor Position In TheOffice Of Audit Services.

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0-5 Resolution No. 06280, Public Employee Discipline/Dismissal/Release.

0-6 Resolution No. 06281, Authorization To Prepare And Execute Agreements WithConsultants For On-Call Construction Management Services For Projects At The Port OfOakland, At An Estimated Amount Not To Exceed $3-Million For The Three On-CallConstruction Management Teams For A Two-Year Period, With An Option To Extend OneAdditional Year For An Additional Amount Not To Exceed $1.5-Million.

0-7 Resolution No. 06282, Authorization To Reject All Bids For Furnishing Maintenance OnOn-Call Service For Various Elevators, Escalators And Moving Walkways At Port OfOakland Facilities For The Period Commencing January 1, 2007 And Ending December31, 2007, 2008 Or 2009; And To Dispense With Standard Bidding Procedures And Re-BidThis Project, In The Estimated Amount Of $243,120.

0-8 Resolution No. 06283, Approval To Enter Into A Supplemental Agreement With Solem &Associates For As-Needed Training And Media Consultant Services In An Amount Not ToExceed $40,000.

0-9 Resolution No. 06284, Approval Of First Amended And Restated Solar Energy SupplyAnd License Agreement With SunEdison LLC To Purchase Solar Electricity For AnAmount Not To Exceed $4,920,000 Over 20 Years.

(1-1 n 11pcnIntinn Nn 11A9FI5 Arrunval if First Ampnrip ri Anri PP qtatpri nlar EnproyAnd License Agreement With SunEdison LLC To Purchase Solar Electricity For AnAmount Not To Exceed $4,920,000 Over 20 Years.

The motion to approve Items 0-1 through 0-10 passed by the following votes: (5)Ayes: Commissioner Kiang, Commissioner Kramer, Vice-President Protopappas,Commissioner Scates and President Batarse. (2) Excused: Vice-President Ayers-Johnson and Commissioner Katzoff.

SUMMARY ITEMS

On a Motion by Vice-President Protopappas, seconded by Commissioner Kramer,the Board unanimously approved the Summary Items 5-1 and S-2.

5-1 Resolution 06286, Trapac, Inc.; 2800 – 7th St., Berths 30-34: Alteration of outbound gatearea to install an OCR system. The project will include installation of monitoringequipment and structural frames and poles. The work will include related electrical work.The applicant will be responsible for following conditions of approval during construction.This project has been determined to be exempt from the requirements of the CaliforniaEnvironmental Quality Act pursuant to Section 15301(b), Existing Facilities. Valuation ofwork: $100,000.

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S-2 Port Ordinance No. 3943: An Ordinance Amending Section 3 Of Port Ordinance No.2083, As Amended, To Require Applicants For Building Permits In The Port Area ToShow Evidence Of Compliance With Standards And Laws Relating To Determination OfNo Hazard To Air Navigation.

OPEN FORUM


ADJOURNMENT


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HAROLD JONES JOHN PROTOPAPPASDeputy Executive Director Telephone: (510) 627-1100 Second Vice President


KENNETH S. KATZOFF5703763(510)(51TDD:TDD-Deputy Executive Director CommissionerJOE WONG E-Mail: boardPportoakland.com FRANK KIANGDeputy Executive Director WEB: www.portofoakland.com CommissionerDAVID L. ALEXANDER DAVID KRAMERPort Attorney CommissionerJOHN T. BETTERTON MINUTES PATRICIA A. SCATESSecretary of the Board Commissioner

Special Meeting of the Board of Port CommissionersFriday, November 17, 2006 - 8:00 a.m.

ROLL CALL


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

OPEN SESSION

President Batarse called on the Executive Director, Jerry Bridges. Mr. Bridgesannounced that he had accepted a position with the Virginia Port Authority and would beleaving the Port of Oakland on January 31, 2007. He suggested a number of possibilitiesthat the Board could consider in selecting a replacement.

Farbod Pirouzman addressed the Board on the selection of a new Executive Director.

OPEN SESSION

There were no public speakers in Open Forum.

CLOSED SESSION

President Batarse convened the Board in Closed Session at 8:12 am. to discuss thefollowing matter:

PUBLIC EMPLOYMENT — Pursuant to Subdivision Section 54957Title: Executive Director, Port of Oakland

u i 1 0(D

Minutes of the Special MeetingNovember 17, 2006


President Batarse reconvened the Board in Open Session at 9:44 a.m.

The Port Attorney reported that the Board had taken no final actions in Closed Session.

ADJOURNMENT


DMS-122757



TDD: (510) 763-5703

E-Mail: boardftportoakland.comWEB: www.portofoakland.com

MINUTES





JOE WONGDeputy Executive DirectorDAVID L. ALEXANDERPort Attorney









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

ROLL CALL


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

Commissioner Scates was excused.

1 st CLOSED SESSION


1. Conference With Legal Counsel — Existing Litigation. Pursuant to subdivision (a) of Section54956.9. Name of case:

Raymond Reinosa v. Port of Oakland Workers' Compensation Appeals Board, Case No. Oak 310923

2. Conference With Legal Counsel — Anticipated Litigation.Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9:(4 Matters)


Agency Negotiator: Austris Rungis, IEDAEmployee Organization: SEIU Local 790


OPEN SESSION



The Board Secretary reported that the Board had approved the following resolution:

Resolution 06287, Authorizing Stipulation to award of Worker's Compensation Benefits inthe case of Raymond Reinosa v. Port of Oakland.

Commissioners voting Aye (6): Vice-President Ayers-Johnson, Commissioner Kiang,Commissioner Kramer, Commissioner Katzoff, Vice-President Protopappas, andPresident Batarse; Excused (1): Commissioner Scates.

AVIATION

A motion to approve Item A-1 was made by Vice-President Ayers-Johnson andseconded by Commissioner Kramer.

A-1 Resolution No. 06288, Award Of Contract For Installation Of 480V Power Feeders For Pre-Conditioned Air Units At Gates 3, 6, 7, 14 In Terminal 1 And Gates 20-22 In Terminal 2,Oakland International Airport, In The Amount Of $192,000.

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


Vice-President Protopappas reported that Item C-1 had been pulled on therecommendation of staff.

C-1 Pulled Authorization To Approve An Assignment Of L asc From Barbara Bell Peterson To

Any Related gale Assignment Documents.

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OPERATIONS


A motion to approve Items 0-1 and 0-2 was made by Commissioner Kramer andseconded by Vice-President Ayers-Johnson.

0-1 Creation Of The Classification, And Addition Of One Position Of Director Of LaborRelations ($ To Be Determined).

The motion to approve Item 0-1 failed. Voting Aye (3): Vice-President Ayers-Johnson, Commissioner Kiang and President Batarse; Voting No (3) CommissionerKatzoff, Commissioner Kramer and Vice-President Protopappas.

0-2 Resolution No. 06290, Approval Of Memorandum Of Understanding Between The PortOf Oakland And Service Employees International Union, Local 790 ($ To Be Included InSupplemental Agenda Report.)

The motion to approve Item 0-2 passed by the following votes: (6) Ayes: Vice-President Ayers-Johnson, Commissioner Kiang, Commissioner Kramer,Commissioner Katzoff, Vice-President Protopappas, and President Batarse; (1)Excused: Commissioner Scates.


Commissioner Kiang gave an account of the November 16, 2006 Audit, Budget &Finance Committee Agenda. He stated that the Committee had approved for forwardingto the full Board, Items 0-3 and 0-4, and that Item 0-5 had been pulled at therecommendation of the Committee.

A motion to approve Items 0-3 and 0-4 was made by Commissioner Kiang andseconded by Vice-President Protopappas.

0-3 Adoption Of Ordinance Amending Port Ordinance No. 3439, Authorizing Termination OfUtility Service For Non-Payment Of Utility Charges.

0-4 Resolution No. 06291, Approval Of Write-Offs Of Uncollectible Accounts For$212,73013

0-5 Policy on Derivatives.

The motion to approve Items 0-3 and 0-4 passed by the following votes: (6) Ayes:Vice-President Ayers-Johnson, Commissioner Kiang, Commissioner Kramer,Commissioner Katzoff, Vice-President Protopappas, and President Batarse; (1)Excused: Commissioner Scates.

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n Betterton, Secretary12 , 7

Date



On a Motion by Vice-President Ayers-Johnson, seconded by Vice-PresidentProtopappas, the Board unanimously approved the Minutes of the RegularMeetings of October 17, 2006 and November 7, 2006.

SUMMARY ITEMS

On a Motion by Vice-President Protopappas, seconded by Commissioner Kramer,the Board unanimously approved the Summary Items S-1through S-5.

S-1 Port Ordinance No. 3944, An Ordinance Amending Port Ordinance No. 3439, AndAdopting Certain New Rates And Charges For Providing Electrical Power And OtherUtilities By The Port At Maritime Terminal And Commercial Real Estate Areas And At TheFormer Oakland Army Base Area.

S-2 Port Ordinance No. 3945, An Ordinance Amending Port Ordinance No. 867 To CreateAn Additional Position Of Port Engineering Technician I, And To Delete One Position OfPort Engineering Technician II.

S-3 Port Ordinance No. 3946, An Ordinance Amending Port Ordinance No. 867 To Create ANew Position Of Manager, Budget & Analysis.

S-4 Port Ordinance No. 3947, An Ordinance Amending Port Ordinance No. 867 To Create ANew Position Of Manager, Debt Compliance, And To Delete One Position Of Port DebtCompliance Coordinator.

S-5 Port Ordinance No. 3948, An Ordinance Amending Section 7.116 Of Port Ordinance No.867 To Create An Additional Position Of Port Assistant Auditor.

OPEN FORUM

Rev. Henry Williams, Farbod Pirouzmand, and Sanjiv Handa addressed the Board inOpen Forum.

ADJOURNMENT


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TDD: (510) 763-5703

E-Mail: board(aportoakland.comWEB: www.portofoakland.com

MINUTES





JOE WONGDeputy Executive DirectorDAVID L. ALEXANDERPort AttorneyJOHN T. BETTERTONSecretary of the Board








Regular Meeting of the Board of Port CommissionersTuesday, December 5, 2006 - 3:00 p.m.

ROLL CALL


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

1 st CLOSED SESSION


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


Agency Negotiator: Austris Rungis, IEDAEmployee Organization: IBEW — Local 1245

3. Public Employee Appointment. Government Code Section 54956.95

Title: Executive Director

Minutes of the Regular MeetingDecember 5, 2006

OPEN SESSION



The Board Secretary reported that the Board had in the previous Closed Session(November 21, 2006) selected Omar Benjamin as their choice for Executive Director.

In accordance with their decision in Closed Session, Vice-President Ayers-Johnson askedthat Item 0-12 be heard immediately.

On A Motion by Vice-President Ayers-Johnson, seconded by Vice-PresidentProtopappas the Board approved the following:

Resolution No. 06309, Appointing Omar Benjamin to the Position of Executive Directoreffective February 1, 2006, and instructing Jerry Bridges to negotiate a contract to thateffect; the terms and conditions of said contract to be approved at a subsequent meeting.

The motion to approve Item 0-12 passed by the following votes: (7) Ayes: Vice-President Ayers-Johnson, Commissioner Kiang, Commissioner Kramer,Commissioner Katzoff, Vice-President Protopappas, Commissioner Scates andPresident Batarse.

AVIATION

Vice-President Ayers-Johnson gave an account of the December 4, 2006 AviationCommittee Agenda. She stated that the Committee had approved for forwarding to the fullBoard Items A-1 through A-8.

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

A-1 First Reading of an Ordinance, Authorization For Airport Public Parking RateModifications, And Expenditures For Parking Bus Shuttle Service Improvements AndParking Marketing Plan (Information Only), In The Amount Of $235,000 (Amends Ordinance2613 As Amended)

A-2 Resolution No. 06292, Approval Of First Supplement To License And ConcessionAgreement With Oakland Aircraft, Inc. dba Oakland Aircraft Maintenance To Delete PortionOf Prernises In And Adjacent To Port Building L-908 Resulting In A Decreased MonthlyRent Of $3,074.95 (980 Harbor Bay Parkway, North Airport.)

A-3 Resolution No. 06293, Approval Of An Eighth Amendment To Agreement For OperationAnd Maintenance Of Aviation Fuel Facilities At Oakland International Airport, Both With

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Oakland Fuel Facilities Corporation At A Monthly Payment ("Compensation") Of $215,417(Facilities Located Throughout The South Airport.)

A-4 First Reading of an Ordinance, First Reading Of An Ordinance Approving And AuthorizingExecution Of A Property Transfer And Acceptance Agreement To Convey 16.18± Acres OfPort-Owned Mitigation Property To The East Bay Regional Park District For An EstimatedCost Of $710,000 (San Lorenzo, Alameda County, California.)

A-5 First Reading of an Ordinance, First Reading Of An Ordinance Approving The Terms AndConditions, And Authorizing The Execution Of An Airline Operating Agreement WithPrimaris Airlines, Inc. At Oakland International Airport With An Anticipated Monthly RevenueOf $17,000 (#1 Airport Drive, South Airport.)

A-6 Resolution No. 06294, Adoption Of A Resolution Approving Amendment No. 1 To AmendAnd Restated License And Concession Agreements With Avis Rent A Car System, LLC,Budget Rent A Car Systems, Inc., DTG Operations, Inc., Enterprise Rent A Car CompanyOf San Francisco, Fox Rent A Car, Inc., And Vanguard Car Rental USA dba National, AndApproving Amendment No. 2 To Amend And Restated License And Concession AgreementWith The Hertz Corporation.

A-7 Resolutions No. 06295 and 06296, Authorization For The Executive Director To ExecuteSupplemental Agreements With Beliveau Engineering Contractors For On-Call ConstructionServices In An Amount Not To FXCRACI $1-Million For KPA Consultin g Frininpeirs For DesignServices In An Amount Not To Exceed $150,000, And DMJM Harris For Design Services InAn Amount Not To Exceed $100,000 For Phase 1, Terminal 1 Restroom Improvements.

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

A motion to approve Item A-8 was made by Vice-President Ayers-Johnson andseconded by Commissioner Kramer.

Vice-President Protopappas and Commissioner Scates took no part in the decision onItem A-8, and were not present in the room during deliberation and discussion of the item.

A-8 Resolution No. 06297, Resolution Approving Amendment No. 1 To Space/Use Permit ForOutdoor Advertising Concession With Foster Interstate Media (#1 Airport Drive, SouthAirport.)

The motion to approve Item A-8 passed by the following votes: (5) Ayes: Vice-President Ayers-Johnson, Commissioner Kiang, Commissioner Kramer,Commissioner Katzoff, and President Batarse; (2) Recused: Vice-PresidentProtopappas and Commissioner Scates.

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Professional Services Agreemce

∎, 1 •• c Planning And Project Administration Assistance.


MARITIME

Commissioner Katzoff gave an account of the November 30, 2006 Maritime CommitteeMeeting. He stated that the Committee had approved for forwarding to the full Board ItemsM-1 through M-11, and that Item M-3 was being pulled on the recommendation of the staff.

A Motion to approve Items M-1, M-2 and M-4 through M-7 was made by CommissionerKatzoff and seconded by Commissioner Kramer.

M -1 Resolution No. 06298, Approval And Authorization Of Oakland Army Base (OAB) Pre-Development Program To Complete The Demolition Of Buildings And The Planning, Study,Preliminary Engineering Design And Environmental Review Of Future Projects In TheAmount Of $47.6-Million; And To Increase The Maritime Division CIP Fiscal Year 2006-07CIP Budget By $41.6-Million. (Resolution)

M -2 Resolution No. 06299, Authorization To Enter Into Agreements With Maritime DivisionTenants To Reimburse Tenant Costs For Additional Guards Or Other Services Required ToExpedite Construction Projects, And To Clarify Various Construction Payment Procedures.(Resolution)

(Resolution)

M -4 Resolution No. 06300, Authorization For An Extension To The Right Of Entry AndIndemnity Agreement Between The Port Of Oakland (Port) And San Francisco Bay AreaRapid Transit District (BART) For The BART On-Shore Vibro-Replacement Along TheTransbay Tube Project. (Resolution)

M -5 Resolution No. 06301, Approval To Waive Competitive Bidding And Authorization For SoleSource Procurement Of Five Low-Emission General Motors Corporation Hybrid Pick-UpTrucks. (Resolution)

M -6 Resolution No. 06302, Authorization To Dispense With Standard Bidding Procedures ForThe Demolition Of Building 640 At The Former Oakland Army Base, Outer Harbor (SmallBusiness Program), In The Estimated Amount Of $1.9-Million. (Resolution)

M -7 Resolution No. 06303, Authorization To Dispense With Standard Bidding Procedures ForThe Construction Of Site Improvements For Building D-516 Extension, Maritime SupportCenter (Small Business Program), In The Estimated Amount Of $400,000. (Resolution)

M -8 Resolution No. 06304, Ratification Of Addenda And Award Of Contract For Demolition OfBuilding 590 At The Former Oakland Army Base, Outer Harbor, In The Amount Of$1,470,456. (Resolution)

M -9 Resolution No. 06305, Authorization To Prepare And Execute Agreement With Kleinfelder,Inc., For Geotechnical Engineering Services For The 7th Street Grade Separation/Outer

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Harbor Intermodal Terminal Project At The Former Oakland Army Base, Outer Harbor,Oakland, In An Amount To Be Certified By The Board Of Port Commissioners. (Resolution)

M-10 Resolution No. 06306, Approval To Issue A Contract Change Order With Vortex MarineConstruction To Split Phase 3 Of The Outer Harbor Wharf And Embankment StrengtheningProgram (WESP), Berths 23-26 And 30 Project, Into Two Sub-Phases (3A And 3B) ToSimultaneously Accommodate Transbay Container Terminal Vessels And The LargerMaersk Pacific Limited Vessels While Remaining Work On The Project Is Being Completed.(Resolution)

M-11 Resolution No. 06307, Approval And Authorization To Execute Amendments ToAgreements With Cash & Associates, And Consent To Assign Agreements To URS CorpFor On-Call Professional Services For Berths 32-34 Yard And Terminal Improvements,Outer Harbor. (Resolution)

The motion to approve Items M-1, M-2 and M-4 through M-11 passed by the followingvotes: (7) Ayes: Vice-President Ayers-Johnson, Commissioner Kiang, CommissionerKramer, Commissioner Katzoff, Vice-President Protopappas, Commissioner Scatesand President Batarse.

OPERATIONS

PUBLIC ART COMMITTEE

Vice-President Ayers-Johnson gave a report on the November 1, 2006 Public ArtCommittee.


Commissioner Kramer gave an account of the November 28, 2006 AdministrationCommittee Meeting. He stated that the Committee had approved for forwarding to the fullBoard Items 0-1 through 0-11, and that Item 0-9 was being pulled on the recommendationof staff.

A motion to approve Items 0-1 through 0-8, 0-10 and 0-11 was made byCommissioner Kramer and seconded by Vice-President Ayers-Johnson.

0-1 First Reading of an Ordinance, Allocation And Addition Of One Position Of AdministrativeSpecialist In The Aviation Division, And The Allocation And Addition Of One Position OfAdministrative Specialist In The Finance Division. (Estimated Additional Cost Of $105,500For FY06-07; Annualized Additional Cost Of $180,900 For FY07-08).

0-2 First Reading of an Ordinance, Deletion Of One Senior Account Clerk Position And TheAddition Of One Position Of Port Staff Accountant I In The Financial Planning Department.(Estimated Cost Savings Of $42,000 For FY06-07; Annualized Additional Cost Of $2,300For FY07-08).

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0-3 First Reading of an Ordinance, Deletion Of One Position Of Port Assistant Engineer(Electrical/Mechanical Work) And The Creation Of A New Classification And One PositionOf Utility Business Administrator In The Engineering Utilities And Support Department.(Estimated Cost Savings Of $71,678 For FY06-07; Annualized Additional Cost Of $10,617From FY07-08).

0-4 First Reading of an Ordinance, Deletion Of One Position Of Land Records Programmer,And The Addition Of One Position Of Senior Engineering Assistant In The EngineeringUtilities And Support Department – Geomatics Section.

0-5 First Reading of an Ordinance, Title Change For Position Of Program Director, AirportTerminal Expansion To Port Principal Engineer.

0-6 First Reading of an Ordinance, Deletion Of One Supervisor, Pricing And ContractServices Position, And The Addition Of One Position Of Manager, Administration/FinanceServices In The Maritime Division. (Estimated Cost Savings Of $105,500 For FY06-07;Annualized Additional Cost Of $8,300 For FY07-08).

0-7 First Reading of an Ordinance, Deletion Of One Position Of Airport Security/I.D.Specialist, And The Addition Of One Position Of Office Specialist I In The AirportOperations, Landside Department. (Additional Cost Of $80 For FY06-07; AnnualizedAdditional Cost Of $238 For FY07-08).

0-8 First Reading of an Ordinance, Deletion Of One Airport Terminal MaintenanceCoordinator Position, And The Addition Of One Position Of Facilities Support Supervisor InThe Airport Facilities Department. (Estimated Additional Cost Of $1,800 In FY06-07;Annualized Additional Cost Of $5,400 For FY07-08).

0-9 PULLED: Responsibility Division Resulting In The Cr ationOf A Classification, And One Position, Downgrade Of One Position, Upgrade Of TwoPositions, Deletion Of One Position, And Title Change For One Position. (Estimated CostSavings Of $28,514 In FY06 07; Annualized Additional Cost Of $7,300 For FY07 08.) (Ordinance)

0-10 Resolution No. 06308, Authorization To Execute A Professional Services Agreement WithAchieve Global, Inc. For Training Services ($50,000).


0-11 First Reading of an Ordinance, Performance Incentive Compensation Plan ForEmployees In Unit H For Fiscal Year 2005-06; Salary Adjustments For Employees In Unit H,Effective with the pay period containing July 1, 2006 (annualized cost of salary adjustmentof $117,600, plus incentive payments)

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Date


The motion to approve Items 0-1 through 0-8, 0-10 and 0-11 passed by the followingvotes: (7) Ayes: Vice-President Ayers-Johnson, Commissioner Kiang, CommissionerKramer, Commissioner Katzoff, Vice-President Protopappas, Commissioner Scatesand President Batarse.


Action on the Minutes was deferred at the request of the Board Secretary.

SUMMARY ITEMS

On a Motion by Vice-President Ayers-Johnson, seconded by Commissioner Kramer,the Board unanimously approved Summary Items 5-1 and S-2.

S-1 Port Ordinance No. 3949: An Ordinance Amending Section 2.01 And Adding Section1.343 To Port Ordinance No. 867 Ratifying And Fixing The Compensation Of CertainEmployees Of The Port Department.

S-2 Port Ordinance No. 3950: An Ordinance Amending Port Ordinance No. 3439 AuthorizingTermination Of Utility Service Provided By The Port For Non-Payment Of Utility ServiceCharges.

S-3 Port Ordinance No. 3946, An Ordinance Amending Port Ordinance No. 867 To Create ANew Position Of Manager, Budget & Analysis.

OPEN FORUM

Monique Moyer, Executive Director of the Port of San Francisco, addressed the Board inOpen Forum.

ADJOURNMENT


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