approval of minutes for the may 8, 2012 meeting. >> so moved. >> seconded. the approval? all in favor? >> item three. public comment on executive session. >> is there any public comment on this item? >> executive session. conference with legal counsel and real property negotiator. >> i move that we reconvene in open session. all in favor? i move that will not disclose anything discussed in executive session. >> second. >> all in favor? aye. i would like to move public comment on all items on today's agenda be limited to two minutes each. >> second. >> all in favor?

aye. the motion has been passed, thank you. >> please be advised that the ringing of and use of cell phones, pagers and similar sound-producing electronic devices are prohibited at this meeting. please be advised that the chair may order the removal from the meeting room of any person(s) responsible for the ringing of or use of a cell phone, pager, or other similar sound-producing electronic device. please be advised that a member of the public has up to two minutes to make pertinent public comments on each agenda item unless the port commission adopts a shorter period on any item. commissioners, with your permission, item 9b will be taken out of order and will be heard first. >> it is agreed to. >> 7a, executive director of report. >> thank you for joining us today. i have just a few items on the executive director's report. the first is with respect to the grand celebration of the 75th anniversary of the golden gate

bridge. the port was happy to participate by welcoming the uss decatur, a 105-foot destroyer. she was at pier 31/32 in celebration of the golden gate anniversary. as part of her being here in san francisco, there was a change of command ceremony, which is a very official ceremony in that the navy and other armed forces undertakes when the commanding officer is relieved by another commanding officer. that was a very exciting weekend for us. she sailed out today. equally exciting was the arrival of the uss nimitz, a 1092-foot aircraft carrier. she has visited us several times before. she had on board between her breasts all staff and aircraft staff 5700 men and women who were able to come ashore for some well-deserved leave and

visit our city and participate in the 75th anniversary. we are proud to be able to effectuate that. the uss nimitz will be leaving tomorrow. if you have not had a chance to see her, please take the chance. the uss iowa was also towed out this weekend out to its new home down to the port of los angeles, where she will be turned into a museum. the uss iowa was a world war ii battleship, and an important one to the defense of the pacific. it is sad that she is leaving the san francisco bay area but we are happy that she will be having a good new home in the port of los angeles. very happy about that. i would also like to report on our big triple header that we had on mother's day may 12. we had four princess ships in

port, three that were passenger carrying vessels, a fourth and went into dry dock. we think that is a fairly uncommon event, especially here on the west coast. we are proud to be hosting these four ships. we had two birds at pier 35 and we are most grateful to our friends, neighbors, and colleagues who helped us to accomplish that. there was one birth at pir 31/32, and other at piers 70. combined, there were at 18,400 people involved with these ships. that included all the passengers and. there were over 2000 passengers on each of the three vessels. we needed to employ 300 longshoremen, 100 ground staff, and over 150 contractors. all told between the crews,

passengers, and services provided, 18,400 persons were at our waterfront on mother's day. it was a great event and again, we appreciate all the support we got from our community, other tenants, and the city family. i wanted to make sure that everybody knows that our very own vice-president kimberly brandon is the honoree at the san francisco business and professional women's club sojourner luncheon in two months' time. the san francisco senior club of the national association for negro business and professional women's club issued a charter under that name in 1970 and they have selected commissioner brandon to give us -- honor us as the professional woman of 2012. i hope you would join me in

congratulating her. you are always our women of the year, just so you know. perry much appreciate everything you do for us. that is it, believe it or not. >> thank you. >> any public comment on the executive director's report? >> item 8 a, approval of travel for two representatives of the port commission to newport, the rhode island to report best practices for hosting the 28 -- 34 of america's cup in san francisco. >> so moved. all in favor? aye. resolution 1249 has passed. is there any public comment? >> item 9 b.

request approval to appoint the office of economic and workforce development as lead negotiator on behalf of the city and port in all negotiations with respect to the proposed warriors or arena project at piers 30-32. >> this is a resolution that is to formalize the working relationship that we have had with the office of economic and workforce development for some time now. most successfully, best known, was our recent negotiations for the last two years on the america's cup bid, host and the new agreement followed up by the lease agreement and eventual events. that model has worked well for us. a number of these projects until a great number of departmental into core operational and

interagency cooperation. we usually coordinate with more than a dozen agencies, regulatory agencies, on any given project, as well as a half dozen departments. in keeping with the informal model we have had for some time , this resolution would clarify that the office of workforce development would be the lead negotiator with port staff for the large products pending before us at this time, which could be the two pier 70 project, the water redevelopment project, as well as seawall lot 337 project with the san francisco giants, and the proposed project at piers 30-32 with the golden state warriors. the office of workforce development is here. did you want to say anything? >> good afternoon, commissioners.

thank you, monique, for the introduction. the mayor has recently asked the office of workforce development to play a lead role in developing pier 70, the potential for the warriors arena on seawall lot 30-32. really, because these are extraordinarily complicated projects that require multi jurisdictional corporation to meet the time line and goals of our partners. the idea here is, in order to successfully see these projects through, be it the planning department, mta, public utilities commission, department of building inspection, all need to be pulling in the same direction as the port. oftentimes, these transactions contain complicated financial structures and the mayor wants to see the full weight and potential of city resources being brought to bear on these projects. these projects are, first and foremost, on port planned, but

they do envisioned expanding or creating new neighborhoods or adding real infrastructure to neighborhoods that affect san francisco as a whole. what we see is this is a real partnership. the port will obviously be an integral partner in all of these negotiations looking out for both the port's best interest, as well as leading conversation with regulatory agencies that directly interface with port, like bcdc, and state lands, but also avoided opportunity for city versus -- resources to be better brought together and coordinated as we try to create these complicated deals. successful complicated deals. >> thank you. >> do we have a resolution? all in favor? aye. -- so moved. second.

to we have any public comment? >> good afternoon, commissioners. i am not sure how i feel about this a formal arrangement. having worked on the seawall lot 337 project for several years and pier 74 more than 10 years, i get the fact that interagency cooperation and coordination is really critical. if the mayor's office has a better chance of knocking heads together, great. i hope everybody remembers that you are not just negotiating with the developers and with other agencies. the community needs to be involved in this. all of these negotiations. the port has done a really good

job, whether or not today is really going to show it off, at community engagement. o we w d -- oewd has not had the benefit of the community involvement at the port has seen over the years. i want to be sure that everybody, oewd, the port, everybody understands that the community has a huge stake in all of these projects. the blogosphere, for the past weeks, has been unbelievable about the arena at 30-32. community want to be involved. they have a tremendous amount of knowledge and information about what worked at the ballpark, what has not worked, the kinds of things that we feel need to

be done better, if we're going to have an arena at 30-32, we have a cumulative impact with the 337 mission bay of arena project and pier 70 on top of it. please do not forget us. thank you. >> alice rogers. >> luckily, curran has spoken to every point that i need to make. i just want to reiterate, as part of the board of the south beach ring, mission bay neighborhood association that we have had a good relationship with the public agencies we have dealt with and would sincerely hope to be included at the table through the long course of the negotiations to develop

this project. having lived here before the giants stadium was built, i can tell you the medications are exceedingly important. they have that work well with the giants and i think we can do better. thank you. >> thank you. toy levin. -- toby levine. >> i am the central co-chair of the waterfront group. i absolutely agree with alice and curran for what they have said, but i also want to that, in terms of pier 70, as you all know, it is an incredibly complex project that requires a great draft of know-how and information, finesse, all kinds of things. i would hope, if in fact this

does transpire, that the mayor's office of economic and workforce development really plan on gearing up. that means they will have to hire new people in order to undertake all this work. i just hope they have been informed -- especially pier 70 -- about the complexity of the project, if in fact they are able to bring together resources that are needed to complete the project. i hope some caution will also be delivered to the mayor's office. thank you. >> thank you. ernstein weiss. >> good afternoon, everyone. i wholeheartedly approved of the warriors coming here and the giants. as you know, i supported them

from the get go. that is where your money is. it is not on this little part of washington that you are making a big deal of which is going nowhere. i agree with korean. you should listen to the people in the community. they know better than you what fits. as a matter of fact, as a creator of open space parks, i had the vision and leadership to know that we needed open space here. we do not need development that is deleterious to the port and the neighborhood. please listen to the people, look at the amount of people here trying to help you do the right thing. i told willie brown the port is where the money was years ago. that is how we got all this development. pleased to listen to me. that is where the money is. concentrate on seawall lot 337

and tier 70. that is a gift that you cannot replace. thank you. >> thank you. is there any further comment on item 90? -- 9b? commissioners, any comments? >> i do want to point out, as was noted earlier by director -- that we will have a good working good workingmowd to work on this project and we will be having similar reports at the port although not necessarily under the port's jurisdiction, we will be getting updates and there will be opportunity for public input. i feel confident we will have strong opportunities to hear from the public and which should

be an exciting opportunity for all of us. >> any other comments? >> these are all developing -- exciting developments coming to our city. we certainly look forward to working with all parties involved from the point of view of the commission and i think this will be a collaborative structure going forward between the port, commission, staff, and mayor's office. i think we are ready to take a vote. all in favor? aye. ok, resolution no. 1248 has passed. thank you. >> 9a. request adoption of the california environmental quality finding in connection with the development of a trillion dollar lot located at washington street and the embarcadero having an address at 8 washington street together with seawall lot 351 by san francisco waterfront partners, a delaware limited liability company.

request approval of the disposition and development agreement, lease #l-one of 5110 for a term of 66 years, purchase and sale agreement, and made its agreement, allwood served as the water from partners, a delaware limited liability company, trust exchange agreed with the california state lands commission comment and schematic drawings, all in connection with the development of seawall lot 351 and adjacent private parcel at 8 washington street located on the embarcadero at washington street. >> good afternoon, commissioners. my name is still williamson, project manager 48 washington. i am happy to present staff recommendations to adopt the required to " findings and to approve the transaction documents for the portion project. a remarkable opportunity to realize the vision for the waterfront area so well described in the waterfront land use plan.

specifically, today you will be us to approve the ceqa findings, including mitigation measures and a mitigation monitoring and reporting program based on an eir that has been certified by the planning commission and upheld by the board of supervisors. you will be asked to approve the prince the transaction documents consisting of the disposition and development agreement, purchase and sale agreement, the lease, maintenance agreement, and filing of the trust exchange agreement. since 2008, staff has been working toward the development of seawall lot 351 to fulfill the port's water from land use plan for the site and for this part of san francisco. previous resolution provide important background information about the port's actions regarding the project and related planning efforts as shown on this slide. in 2008, the port commission authorize issuance of request for proposals. in 2009, the resolution of the

port commission awarded the negotiation and agreement with the selected developers waterfront partners to represent them today by simon and alicia. over these past several years, court staff and sentence is the water from partners have worked diligently towards a project that today we are pleased to present for your consideration and approval. a product we believe represents the best opportunity to promote public trust objectives and to realize the vision of the waterfront plan by, among other things, creating important new visual and pedestrian public access, achieving a long-term solution to parking needs of the ferry building, the rebuilding area, improving the visual quality of the area by locating parking underground and creating an attractive excuse development that enhances the land side of the embarcadero and connecting

san francisco with its waterfront. it also creates new parks along the embarcadero, enhancing the water from visitor experience, provides visitors with retail services, including a cafe and other restaurants, creates new viewing corridors through the project, and creates significant structures that recognize, respect, and compromise -- complement the historic structures found on the waterfront embarcadero. since seawall lot the 51, shown in red, comprises just a portion of the larger 8 washington project site, to achieve these benefits we just discussed, proposed project is premised on the trust exchange. the proposed exchange involves removing the public trust for approximately 23,000 square feet of seawall lot 351, which is known as a trust termination

parcel. exchange for the imposition of the trust on approximately 20,000 square feet of adjacent property that is not subject to the trust today. the city has the authority subject to state lands commission approval, to exchange city property subject to the trust with public or private entities or property not subject to the trust should the state and state lands commission determined the land going out of the trust meets stringent requirements. on this line you will see the requirements that seawall lot 351 does meet, including the trust termination parcel has been filled and reclaimed, that has been cut off from access from the waters of the day, the trust termination parcel represents a relatively small portion, less than 0.07% in this instance, of the granted tied and submerged land that the port maintained on behalf of the state. the trust termination parcel is no longer needed and record for the promotion of the trust.

the trust termination person can be removed without causing substantial interference with other trust users. finally, the trust partner -- parcel has a value equal or greater to the dow the ration of the termination parcel. the trust termination parcel as shown to be value of over $7.5 million. the parts of the port will be receiving as a trust parcel has a value add over $8.6 million, satisfy that requirement. the public trust exchange makes possible the sale of the majority of seawall lot 351 to san francisco waterfront partners. for this sale, the port will receive a $3 million payment upon products stabilization, which is expected to occur in march 2016. additionally, the port will receive transfer payments equaling one% of the purchase price in perpetuity from and after -- not including the for

sale of each of the residential condos and commercial condominiums, excluding the new health club. as a component of the land payment, the developer will also pay for $120,000 a year for 66 years, commencing upon completion of the public improvement projects. this is adjusted every five years by the cpi, with a minimum increase of 10%, and a maximum of 20%. also, the developer will complete the public improvements and manage them bear responsibility for all costs of operation and maintenance. the developer will execute a 66- year ground lease for the construction and operation of a 4000-square-foot retail trust parcel to be operated as a restaurant or cafe. it could also be used for recreational purposes, such as a bike rental facility. during construction, the developer agrees to pay the port $60,000 a year as the construction period ramps.

san francisco waterfront partners will petition to annex their property into a project area of a port wide ifd, infrastructure financing district, in a requirement for terminating the parcel. this is expected to generate annual tax increment of $3 million. based on this it and subject to agreement with the city, the port is drafting an infrastructure finance program for this year that would impose a disposition of this increment. the plan, subject to board approval, will propose reimbursing the developer for up to $5 million of qualified project costs for public improvements. at products stabilization, ifp will direct 50% of available tax increment to the general fund and allow the port to utilize bonds as debt service and debt service coverage.

the project's financial benefit to the city are significant and include $2.8 million in new annualized taxes and revenues and onetime payments and fees in excess of $15 million, as shown on the slide. in summary, the proposed transaction guarantee short-term payments come enhanced long-term lease revenues, and provide support with new mechanisms to participate in the long-term appreciation of this real estate asset. given the current state of the real estate and finance markets, the finance structure realizes the belly by excepting payments and stabilization and receiving long-term stabilization come equipped to $13.3 million in net present doubt you. a major document relating to the trust exchange, a conditions to convince of the trust parcel and termination of the trust parcel between the port and developer include the dda, between the

port and developer, a lease between the port and developer for the trust resell parcel, purchase and sale agreement governing the conditions for the conveyance of the trust parcel, trust exchange agreement between the port and state lands for the realignment of the trust within the site, and in its agreement between the port and developer for the maintenance of the open space parcel. in brief, here is more detail on each of the agreements. dda cover and a condition that must be satisfied prior to the port leasing the trust to retail partners. the obligation of the developer to instruct their retail improvements on the treasury parcel and remainder of the site. commissions on the delivery of the product improvements, terms of conditions for public financing.

anticipated relevant dates in the disposition and development agreement include execution this summer. the closing of the escrow in the fall and summer. commencement of construction next spring, april 2013. completion of public improvements in october 2013. note, the developer may extend for up to two six-month periods the term of the cause of escrow with the payment of $50,000 for each six-month period. more information on the lease for the retail cost parcel. 66 years in turn, are approximately 4000 square feet, permitted uses as mentioned, recreation, restaurant. construction rent at $60,000 per year. once construction is complete colorant of 15% of gross revenues from the