>> roll call. commissioner ho? >> here. >> commissioner brandon? >> here. >> commissioner cats? >> here. minutes for the february 12, 2013. >> so moved, second. >> aye. >> item three, public comment on executive session. no one here. >> move to executive session. property legislator open session. >> i move that we disclose that the commission voted unanimously to amove the settlement agree with the security as in 4 a2 and nothing else discussed in the executive session >> second. >> in favor. >> aye. >> okay. >> i think that we can do the

pledge of allegiance. >> please be advised that the use of cell phones or pagers and similar sound producing electronic devices are prohibited at this meeting and be advised that the chair may order the removal of a person responsible for use of the cell phone, pager or other similar producing device, be advised that a member of the public has up to three minutes to make comments. >> item 8 a, executive

director's report. good morning commissioners and members of the public and office of economic development. thank you all for coming today. it has been an exciting day for the port. it could be not be more gorgeous out on the water pront and so i am sorry that we want stay outside and enjoy it. but we have important business and great news to start us off. i wanted to report that this past tuesday, february 19th, we were honored to be part of an announcement made by the san francisco giants, which was announcing that anchor brewing company is planning to move its or expand its operations to pier 48 as part of the mission rock development project. this is a huge for the dianth and for the port. it represents a coming around or modernizing of an existing pier for what would have been a historic use and is still a very modern use. and so we are very grateful to the giants for finding such a

terrific and local partner and we are looking forward to welcoming them after you get your various approvals hopefully as early as 2014. and that was wonderful news and we commend you for that and thank you for including all of us at the port of the event. our own sadness for the day was that it was not a post 5:00 event, so that we could all enjoy the new product that will be moving to the water front, but i assume that there will be time for that. just another ribbon cutting. >> okay. next what i would like to mention is we are going to have a street closure this friday night beginning at 10 p.m. that is march the first and running until 5:00 p p.m. on the northbound and embarcadero from pier 38 to bryant street and that is for more cement to be poured at the project.

there will be 500 cubic yards of cement poured, representing one sixth of the deck and this is one of the most critical pours and once it is set we can open the promanade. it has been repaired as we have been repairing the sea wall and building the new one on top. this is exciting and the best of luck and weather, it will reopen on march the 6th so we are looking forward to that. we hope that all of our naturers and partners will forbear with us just a little bit longer. it is really going to be an amazing space when it is completed in june. next event to talk about is sunday streets, which will be kicking off there 2013, season here at the water front. beginning sunday, march 10th from 11 a.m. to 4 p.m. there will also be corresponding event related to

the ex-ploritorium where it will be in different sites in the city and which one will be on the new pier 16 on embarcadero. we are moving into a regular season. lastly i wanted to mention again that i mentioned in the executive director's report and i think that it bears repeating again, today we had the great honor of cutting the ribbon of phase one of the james r. herman cruise ship terminal. it is a stunningly perfect building, if i do say so myself. it is as a mentioned in my remarks earlier, it has been a great tribute to the san francisco brand of only in san francisco for so many attributes not the least of which is that it is with one small exception, it is all-american labor and materials. and that is really gratifying. and i think that it is going to be just a great legacy project

for the port and i want to especially thank a whole codray of port officials and staff who have made this happen over a long, long period of time. and i would like to first start by recognizing peter daily and the entire mari time division because they never ever accepted no terminal as an answer and they kept us working hard and envisioning hard for that. and thank god they did. if you clapped at each one you will clap about 50 times. i am okay with that. next i would like to single out john dahl and the development team i am not sure what went through john's mind when he was asked to lead a cruise ship terminal project and did it willingly and successfully. i want to thank mark and jay and the real estate team for shepherding the tenants to

lovely new homes along the water front which was not an easy task but one that was apparently seamless. i cannot thank diana and brad benson and others for their amazing work on the environmental team of the port and the environmental product that came forward. and i know that dianne herself sacrificed some exceptionally good personal time with her daughter's college graduation and so she made it to graduation but rushed back to work on the eir and we will be forever thankful for that. >> i would like to recognize elaine forbes and the team for making and printing money. and i would like to trafrng tom carter and the maintenance personnel for all of the work in and around the site and i would like to recognize the engineering team for their fantastic project management, their flexibility of the project kept evolving and as

the budget kept getting cut. so without them i don't know that we would be here today and then lastly, i would really like to thank you commissioners, because this has been a long process for us. it is not a traditional process of finding the money, design it, get it and build it, we did everything new and different and you had a lot of confidence in us and you supported us and you shared your creative ideas with us and we thank you for that and your legacy of leadership and support is now memorialized in a fantastic building there at pier 27 and there are so many other departments and division to thank, the city attorney, the office of economic and workforce development, the department of city planning, the department of rec and parks, and the list goes on and on and i want to let the port staff know how proud i am of all of you and i thank you for the opportunity to be the one that receives all of the kutos for your work and so now i am

completely 100 percent for williwe, brown, and take the credit when the credit comes and run from the criticism and so i have arrived. so thank you for making that happen. and that concludes my executive director's report. >> thank you. >> is there any public comment on the executive director's report? we just have a comment, i want to thank the giants for bringing the first client to the project. i am sorry that i missed it and it is exciting that it is moving to pier 48 and i would like to congratulate the staff on the new cruise terminal and i think that it is phenomenal and after 20 years of trying we finally got it right and did it ourselves and so the staff should be very proud of this effort and everybody working together is just wonderful and to come in on time, well, a few

days early. and within budget, is just wonderful. so congratulations. and i wanted to echo those same comments, regarding the cruise ship terminal and i was fortunate to have john, the guy that gave me an increased appreciation of all that was done by the staff to really make it a reality. but to your point, monique, the take credit to where the credit is due. you deserve the credit for shepherding a phenomenal team for making this happen. thank you for making it a reality and we could not have asked for a more spectacular for the ribbon cutting. my own concern is that they have too many people coming off the cruise ships wanting to move to san francisco. >> i already made public comments earlier at the press conference and i want to thank her and the staff and all of the departments that have worked on this and it is quite

amazing and i think that we are impressed and i wasn't here when the commission debated this years ago. but the perseverance of all of the parties is just incredible and it is going to speak to what we are doing and all of the projects on the water front and we are going to continue with that determination and vision, and we are going to make it happen. and so we are very excited to see that this one is at least this will be... at least this is the first one in i could say under my term that i have seen, so i know there are many more to come and i am excited about that and again, thank you. >> commissioners, the item has been taken off, 9 a request authorization subject to board of sperp's approval to accept and expend $300,000 of the $919,243 grant from port wide

cctv resolution 13-03 and the entire $403,510 for pier 80 security improvements in 2011 infrainstruct stur protection program, port security grant program funds from the u.s. department of homeland security for security improvements of the port of san francisco. resolution number 1 3-04. >> item 9 c, requests authorization to execute modification, to contract number 2757 pier 50 valley, substructure repair with west bay builders ink to extend the original contract duration of 240 days by an additional 71 days. item 9 d request approval for the port's supplemental appropriation in the biennial operating budget and capitol budget for fiscal year 2012-13 and 2013-14. >> moved. >> second. >> is there any public comment in >> hearing, none, all of those in favor?

>> aye. >> resolution, number 1 504, resolution, 1506, and 1507 have been approved. >> and 1303 as well? >> number 9 a, two resolutions. >> i am sorry. i apologize. >> thank you. there is a correction, counsel. >> item 1 a request approval of first amendment to lease no l1502 with cobouchon properties llc a california limited liability company located at pier 9 to provide and it should be maximum of $100,000 in rent credits for core and shell improvements. >> good afternoon, commissioners, jeffrey the port leasing manager, asking your approval for the properties. previously it was located at suite 114, they had been a tenant for almost ten years at

that site. following negotiations with auto desk, for a parcel expansion, they voluntarily agreed to move to another office which was fortunately availabled suite 105 at pier 9. and the lease does allow the port to relocate them but to a similar office, simply improved port staff was able to negotiate with the auto desk a payment directly to cabacohon for $225,000 to make the improvements to suite 105. following a more destructive investigation of suite 105, several unforeseen conditions came to light that requires an additional $100,000 in core, and shell improvements to the suite. if approved, the credit would

be deducted per month of $17554, the port would then receive $3861 net rent. we believe that the development of the auto desk of $225,000 in combination with the $100,000 is a direct benefit to the port and greatly enhances pier 9. it should be noted that they had two years on their lease. i knocked on the door and told them that we wanted to terminate their lease. they were willing to do so. they did not have to necessarily be as cooperative as they were. in suite 105, currently camping out in a storage area which is on the second floor while their space is being built out below them. so they have been very cooperative tenant. they are a tenant in good standing. and i ask for your approval of the first amendment to the

lease number l15202. that concludes my report. >> so moved. >> second. >> is there any public comment? >> commissioners, any questions? >> hearing none, all of those in favor? >> aye. >> item 11 a informational presentation of the term sheet between the port and the sea wall lot 337 associates llc for the mixed use development of sea wall lot 337 and pier 48 bounded by china basin channel and third street and mission rock street and san francisco bay and adjacent to at&t park. >> good afternoon,

commissioners, phil williamson, the manager for 337 and pier 48. i just want to give you an overview of what you will hear over the next half hour and i am here to introduce the program and the first speaker will be mike martin from the office of workforce department and his office is rolling this project and i will talk you through and walk you through the components of the term sheet and johnson's turn to come up and talk about the financial components before concluding, and so with that i would like to introduce mike martin from the office of workforce development >> thank you very much, phil. good afternoon, commissioners, mike martin i'm development project manager in the office of economic and workforce development. i wanted to take a few seconds at the beginning of our presentation today to give a little bit of the broader city-wide context of the project. basically for kind of linear

story telling reasons we want to start with the broad picture and come to the specifics of the term sheet and a lot of the good thinking that has gone into the project itself and my role here is to be brief and also to talk about the partnership that is formed over the past several months that i have been involved and stretches back five plus years from today and obviously this is a great milestone. i think that the lead slide on our presentation shows a lot of how important this site is. it really, i think in a time passed we called it a cross roads, i have been calling it a hindge between the south of market and downtown and the growing areas of south and mission day and shipyard candle stick and i think that you see this opportunity outlined in yellow and you start to visualize what a 24-hour vibrant residential and commercial neighborhood could do to really i think activate what is already a very exciting part of our city. and i think obviously, what we

want this project to do is not only to do that but to do that in a way that enhances the opportunity that surrounds the site and also to address considerations on the local level and city wide level that really sort of conspire to create what we want san francisco to become and i think that the exciting part of the water front developments that we are seeing now, is it is really becomes a chance to learn from what we have done before and to do things better. i think that we saw today with the cruise ship terminal ribbon cutting was another step in that same direction. a lot of policies effecting development have evolved and i think that we are seeing city wide initiatives, but not city wide but the initiatives like the planning process that helps us to visualize what san francisco was evolving to become, in terms of the mix of businesses and residents and

amenities. i think that we have other policies that were being addressed through ballot members and workforce development provisions as well as affordable housing and for the people who live and work in the city. and in addition we had the evolving understanding of the new structure financing district, financing tool that really presents the opportunities but also challenges in that had had not been used in a way that i think was so directed towards development like this one and i think that a lot of thinking has gone on during that time that has really improved the project as it has been brought before you today. with the continued build out of projects within this area of the water front, which includes obviously pier 70 and the proposal at pier 332, and the ongoing projects that we see out there, and for example, mission bay which is coming into focus which shipyard candle stick is doing the same and that i think there is a

premium on having a coordinated approach. and i think what i have been very much enjoying is to see this partnership take root in the time that i have been involved with the project and it really has you know obviously three legs to the stood, i think that the port of san francisco is the steward of this opportunity and the port staff starting with i don't know than stern and phil williamson and brad benson have brought forward a fantastic proposal to this point and we also have 337 associates known as the mission rock team and the subsidiary and the giants and i don't need to talk about how great they are aside from the success on the field i think that the things that they have been able to do in the neighborhood integrating with the city's fabric over the decades that they have been here will be an asset to any project especially to this one as it becomes a neighbor to the ballpark and then my office with the city, the office of economic and work fork

department led by jennifer mats. what we are hoping to do is to assist in coordinating the city policy dialogue on the city wide policy issues and also to apply lessons learned on master planned developments like this one is slate to be and i have mentioned a few of them. shipyard candle stick and you have treasure island and each of those having a sort of kernel of learning to good use and create more value for the project and city wide benefits. so, i think that there is a number of different sort of initiatives that sort of bear out what is in front of you in the term sheet and i am going to touch on a few of them really quickly, there say water front transportation assessment that i know that you have been briefed on, and i think that has been a critical dialogue that started around these water front projects as i mentioned before we are taking a look about the bill that is happening and proposed and looking at what is needed to make this part of the city

function as the 21st century neighborhood. and looking at the modes of transportation is critical. and if not each project with a narrow focus, it is looking at the cumulative effects. how to make it work from the transit, automobile, pedestrians bikes, all of it what makes a city infrastructure work and that is a grailt boone and one that will pursue over the next coming months. infrastructure financing and implementation of building out the infrastructure as you can see on the prior side, this was a currently a flat parking lot so we have to build the roads, utilities and we have to do the storm water and management and everything that is needed for a neighborhood and what we like to do is what we will talk about later is doing that in an efficient way and doing it in a way that is sort of well thought through with the city's

capitol planning committee and how we build out the infrastructure in conjunction with the master planned development in a way that minimizing those costs so the land value comes to the ports and that is something that we are proud of in this term sheet and something that we would like to work with our team mates to really sort of actualize as a new way of doing things here in the city. i guess going back to the point that i made in terms of the environmental review and i worked on the america's cup review and the one thing that we learned about was the value of getting out ahead of things like transportation and reaching out to stake holders and i think that the giants have done a great job in looking to address concerns in a way that we can start the process with answers, instead of using the process to say here is an impact and you got to find an answer and i think that is something that will stand this project and good stead going forward. lastly on the tip of a lot of tongues these day is sea level

rise. and this is a great job of walking the walk that we need to see on the water front of a bay that is affected by the rising sea levels in terms of for the project itself, having a project plan that really addresses sea level rise and resil ans in the project site and we have been able to continue that beyond the project site and one of the things that i am excited about is during the infrastructure discussions and the policy that the port has drafted thinking about ways that implement our infrastructure and financing dollars that come out of the district that are not needed for the project could be used to improve the city's sea wall, as we know, as the sea levels rise, we need to have a strategy to protect, obviously downtown and all along the water front in ways that are not necessarily going to be addressed by new projects of the sale of this one and that is something that i think that you sort of have a direct view but also a broader city wide benefit that we are excited to see. this partnership will continue

through the term sheet approvals process that we are in now and hopefully through the entitlements and the dda and the build out. during that time, i think that the goal would be to reconcile the demands of this type of development but at the same time retaining the attributes of what they have brought forward, i mentioned that the other projects that they are excited now is this one is one more jewel in the crown and i am very excited and hand it off to phil and doing the rest of the presentation, thanks very much. >> thank you, mike. >> commissioners? >> just jumping right into a project overview, much of this you have heard before i will go through it as quickly as possible. if you have questions, any time just let me know. project milestones in september

of 2010, we entered into a exclusive negotiation with the giants and have been moving forward since then, and last march another milestone in the ena was the submital of the revised proposal and moving forward with that we bring you the term sheet with your review as an informational item and then we look forward to bringing that to you in a subsequent meeting for your consideration as an endorsement item. the project is a mixed use project that includes 3.6 million square feet of built out space and that represents 11 development sites that could accommodate up to 1.7 million square feet of office space, brand new, up to 1500 new residential units over eight acres of parks and open space. new streets and new access to the water. several hundred thousand square feet of retail that will

activate the site and be used by the people working there in the day and residents living there around the clock and by the neighborhood and region and visit ors to san francisco. the infrastructure for the sight is phased intended to be delivered and not too high of a cost but to be delivered to supply buildings in a timely fashion so that the infrastructure is used as soon as possible after it is constructed. >> the infrastructure is funded privately by the developer and negotiating mechanisms to reimburse them for the cost that the infrastructure will be owned by the port in the city for the long term benefit of the port. again, as an overview, port revenues, the goal of this project and the goal of the negotiations has been to increase land value and to realize the value at this asset and this prime location, at

this as mike mentioned as the hindge point to the working southern water front and our negotiations as you will hear later, we believe that we have accomplished that and we have more work to do through the dda and next in the transaction documents but we bring you today, i think a very well thought out term sheet that looks at risks and has answers for risks and provides a framework for moving this project. not only through the entitlement process but also to construction, completing and generation of port revenues. of course, the whole time, going back many, many years we have a very healthy robust public out reach program that we have been following. these are some of the groups that we have met with not all of the groups but many of them including the maritime commerce of the port which was a refreshing discussion highlighting for us issut