and this proposal. we'll also been talking about the port's gnu infrastructure finance legislation. again, would encourage you to hear what the community has to say about these. >> okay. commissioners, comments, questions? >> i was going to say thank you for the presentation and i look /tpword to when you come back in two weeks with the financial and other information. thank /kwroug. >> i got one question [inaudible] asked the question about why they had been excluded. is there a reason why they have been excluded?

>> i think the question was were the nunan /tepbl /tphapbts excluded from the process. and i know that during the master plan period that the nunan artists were in/sraoeuded to all the public workshops that port staff held, we had individual visits that port staff had to talk about the master plan and the decision to demolish the building in order to make way for new de/srel on thement and we can address that in further detail when we come back on the 2th, but /e sen be /-rblly it was an issue about trying to create enough development locations in order to generate sufficient funds to

pay for the master plan, including reha pilation of the entire district at pier 70 so /tr-fs some careful balancing about the context, resources versus the contributing resources to the proposed historic district. i know that forbest city -- do you want to answer in terms of the planning work that you've done? >> thank you. i would like to say a couple things. first of all, i personally appreciate the anxiety for the folks in this building are experiencing. and we have done our best to be extremely comprehensive in our outreach but we vice /o*ut

haven't been perfect. we invited everybody to start a conversation about envisioning considerable available for arts, the creative community that they have in the nunan building and we're committed to working with them in the way that they can [inaudible] but we are committed to doing something that they can be a part of. and that is an a conversation that is going to be ongoing. one of the challenges that we face is that we're talking about /spaeuls that will exist in the third or fourth phase of the project, which is ten years from now, fifteen years from now. how do we have -- and we're trying to figure this out. how do we

have a meaningful dialogue about how to incorporate people from the /tphurbgs nunan building and other people in the communality so that everyone can flour i [inaudible] try and find a way to make what ultimately happens quite a few years down the road be something they can integrate into. >> thank you. any other questions? >> i have a lot of questions, but i think i'll wait until next week maybe. i did have a tour of the pier a few weeks back and i'm slowly getting formulating a picture of the whole plan in my head. and i'm still not convinced that we have the best deal here for the port and the city of san

francisco. /spheb's going to have to convince me otherwise. a little worried that port is not gonna get paid back fast enough. been a developer all my life and i know there's a lot of money to be made in these projects and i'd like to see the port get a little more money and sooner. even if that meant some talks about -- some talk about condominiums there. building these condominiums and selling 'em and paying back the court for infrastructure and other peers that we have that are /tkaoe tier /raeting and falling into the bay and that's kind of where i'm coming from. i /tkoepltd know enough about it yet and i don't want to say -- go too far, but i'm slowly

learning here and i'm slowly getting the full picture. thank you. >> i also appreciate the presentation. i will have a number of questions as more details are presented on the 28th. but if i could ask you if you could acceptability a -- sent a copy of the presentation to all of us. >> you should have a hard copy there. >> i take that back. appreciate all the work that's gone into this. this is not an easy project and i think this is really one of the most significant projects to be facing the city of san francisco currently. i don't

think there's anything else in this size and magnitude. i think this is going to be changing in a positive way the /tpaeuls of the water front in that area and i appreciate the focus on trying to extend the community feel of the dog patch area and make sure that this project isn't a sterile one that really incorporates much of what's unique in san francisco but also making this a space that's accessible to so many more people. i look forward to working on something that i think all of san francisco will enjoy and be proud of. >> i just want to close and say we want to see some of the more detailed numbers so i think we'll get into that discussion and i don't think that's something that you were able to provide today so we will continue that and it's late so i think we will conclude the

topic for now. thank you. >> i would like to ask before you leave, kim, i would like to ask whether the next item needs to be discussed today or could we defer that to next port commission. >> i don't know the answer. >> is there sensitivity in terms of the... >> we're introducing it to the board of supervisors next tuesday so if you feel waiting. i will be quick, but it's your call. if you're comfortable with us moving ahead in the approval process. you would have approval before final approval if we delayed. >> but you see the problem is we no longer quorum. >> three of us. okay. there's

three of us. all right, /hr-frpt, okay. >> [inaudible] 25.3 million [inaudible] reallocation of 7.3 million of 2010 port revenue bond series 9a and 9b [inaudible] and three recommendations to the board of soup herb visors [inaudible] that allocates 20134 port revenue bond proceeds and reallocates 2010 port revenue /pwopbldz 2013 c op's and capitol funds to said projects.

>> good evening. i'm joined this evening by megan wallace our budget manager and lawrence brown our fiscal officer. as already stated, the purpose of this item is for the port commission to essentially approve a plan of finance for phase two of the cruise ship terminal and also for a northern historic pier repair project that i'll describe and to recommend to the board of supervisors reallocation of funds for that plan of finance and for revenue /pwopbldz bonds in 2013 in an amount not to exceed 20 million. we will come back to the commission in the fall so you can see the transaction associated with

those revenue bonds. the reason that we're requesting this approval now to go to the board of supervisors for their appropriation of funds is so we can access the city's commercial [inaudible]. it's detailed in your report that this is just showing you our current debt portfolio. this is new money of 36.6 million. when we won successfully to that was /soesuated with that successful bid. the city issued c /o*rbg /p rbg's or

were utilizing commercial paper and will sell cop's on our behalf in the amount of 38.64 million so we have a total of 74 million dollars of outsiding bond obligations. this bond allowed us to produce a series of improves /-pls across the water front. before we are

recommended to you [inaudible] these sources are from interest earnings, project savings primarily because our port maintenance division performed the work and project defer /rals and this -- it's detailed again in your report. if you have any questions i'd be happy to go into the detail, but we have 9.457 million that we can reallocate for this plan of finance. and here are the sources and uses of the project. total projects sources of 34.7 million. the /tp*eurls source being the 2013 port revenue bonds again in an amount not to exceed 25.3 million, reappropriation of [inaudible] 7.3 million, a reallocation of 2013 c

/o*rbgp's of 1.7 million and available port capitol funds of 473 thousand dollars. those sources of [inaudible] it's 24 million for the cruise ship terminal phase two, /tpho*rpts /erpbl water front [inaudible] receiving 7.1 million and then there are city services auditor contribution which is requirement, debt herb /shaoupbs cost and aught /sa*eubgs reserved pending sale of million which we likely will not use, but is a cautionary reserve pending changes and market conditions. so for an undate in the cruise sip terminal bud /skwretd -- this budget encreased 1 million dollars since the port commission- reviewed the budget from 1 [inaudible] primarily because of the un/tphraeugs in

the construction climate. the... >> which was actually spent on phase one. >> okay. phase one was budgeted at 67.37 million but they spent a million dollars less -- 63.6 million. so it was a million less than appropriated. 66.3. >> that's just what we con sedered for the cruise ship and thinking that was done for america's cup was in separate bucket or... >> yes. well, this was changes in the scope of the project that the hosting the america's cup required such as cutting off the back half of 29, putting storm water drain /-pblg into that -- that's included in the cruise ship terminal project. relo /kaeting shore power. those are all added scope that go into that 66.3 million dollar

budget, but other up provements such as south apron, 19 public access -- those of course are in a separate ac 34 budget. >> so how's the 66.3 plus the 24, which is you're saying is phase two -- how do you get to 114. >> phase to is 47.7 million dollars so that's how we get to 114 million dollars so the entire cruise terminal budget is 114. of that 66.3 phase one, 47.7 is phase two. this 114 million includes a 2 million dollar reserve that i'll recommended at this point -- a financing reserve that so if we require /aeu /tkegsal funds to meet project risks those funds are available and appropriated to the board of supervisors. >> i wanted to add that

previously we called this [inaudible] today elaine has combined those, but part of that spending is for the parkings as well so not just the terminal building, it's the ground transportation area, which is acres upon acres. it's above water, below water repairs and it's the northeast work plaza and the pier [inaudible]. >> so there isn't a break down of the 47 per se. you just had the totals for phase one and two combined. >> there is not, but she can go over the break down of all [inaudible] in terms of construction, construction contingency >> it is and it's 17 million dollars is for the park... >> okay. for the terminal building itself you take out 17 so /thaoes really another 30 million for the interior

im/prao*ufplmentes? improvements. >> yes. but there's ground transportation improvements, improvements on the tip. >> and the apron and the fenders. >> so it's not 30 million dollars go into to the building itself? it's just phase two of the project? so megan why don't you look -- 17 million of the 47 shown on the slide is /p-r /*r the park itself. and what was funded from the passage of the 2012 general obligation bonds. and then of the remaining 30 million dollars is going into building out the remainder of phase two itself. a portion of that is going into the building of the ground transportation area which is very sizable. i

think that's about five ache /-rs and that's going into improving the 1100 foot /aeu prop /propb and the fenders and i think there's a small amount of money for shore power. did all that. >> do we have a firm amount in what it takes to build the interior? >> yes. we do. and i think what would be... >> [inaudible]. >> no /-fp we had firm cost estimates from turner about what each of these aspects will cost and if phase one is telling of what phase two will be, they're very good with their cost estimating. so i think what would be best, president, is if we provide you all a break down of phase two in terms of building, park, ground transportation area, aprons, et cetera, because we didn't carry that level of detail with . we

have it broken down in a different way. we can get that to you tomorrow. >> i want to make sure we answered commissioner murphy's question correctly. the numbers we are using today are cost estimates from turner construction manager. once we have the funding if place then they will go out and bid to their sub trades and there could believe price changes then. that's why she's proposing a 2 million dollar contingency. >> will this include the end of pier 29? it's wide open? what are we going to do with that? >> it includes storm water, security fencing, lighting, and some modest public improvements for that location. it's not at all as intensive as what's

happening in the front of the site with the 2 /*plt 5 acre park improvement. >> further to that we still have to negotiate that area with bcdc so in our permit for the cruise ship terminal we agreed that both parties delay scoping occupant exactly what will happen in that tip area so we anticipate there's more work to do back there, but with this project we're funding enough to make sure that people can be back there and it's a major area for the turn around of the trucks and provisioning of the ships. >> i was worried we /tk-pbltd have the money to fin i shall up the phase two but we obviously have the money so that's great. >> one thing to point out to the commissioners too, we /sr-pblt really talked ability pier 27 and its financial performance and the figures here are consistent with what we assumed in terms of debt service for the debt service on pier 27 in looking apt all of

the /pwopbldz [inaudible] project totals about 53.7 million so just wanted to let you know that number of 3.54 million in on going debt services is a right estimate for this project. should i move on from the cruise terminal budget or did you want to ask more questions? okay. so this is the first time we've showed the cruise terminal budget with balance sources and uses and have a complete financing package that doesn't include a deficit for the project. what we're looking at here for phase one and two, and this includes two million contingency is 5 percent port sources and 42 per september other sources. and of the port sources of 58 percent the large /kha*upbg there, it totals 66.3 million. the pfc is coming in

at 16 /perb /sepbltd of the project, generating 18.5 million, and [inaudible] contribution 57.million and we are bro posing a 6 dollar passenger facility charge. >> just to be clear, acoc is the [inaudible]. >> we are proposing a flexible project mostly to receive taxable debt from 2010. this project called the northern water front /heuls toric piers is intended for /tpro /skwrebgtings to be delivered in the near term. this is taxable debt which will ensure revenues in the five year financial plan. this represents 2 percent of our gross in that plan. we are

looking to rehabilitate facilities closed toe use. we've done due diligence and believe that if we repair the substructure, move tresses and aprons for public access and do utility improvements we can open this historic shed again for leasing and bring it back into the port's portfolio. when we return to you in the fall for the financeing details of the revenue bond we will go into great detail about /whab projects we're proposing spending out of this northern water front historic pier project. in terms of the financial impacts of the proposal and impacts to the port's bonding capacity -- the 6 dollar pfc repays about 76 of

the debt service. when we were here in april we estimated net revenues at about 17 /*fplts /# million, bonding capacity about 62 /*plt 6 million. since then our financial projections are more positive. our looking apt net revenues of about 21. 2 million, a bonding capacity of 60.7 /sph-l. after this it will be reduced to 44 million. this is well within our /ka passty. also my projections are not assuming new revenue from pier 31 or other enhance /-pls. it's quite possible that this financing plan will keep our bonding capacity neutral or even grow it. right now it's closed to use so we're looking at a project to repairs

roof and /truss and provide public access that would allow us to release it for light industrial uses. we're showing that we could immediately pay the debt service on that initial investment and that pretty soon into the life of the asset start generating revenue to cover debt coverage and generate net new revenue. so we're looking at just releasing for endust /traoel uses if we also include an office component. it could believe quite a good investment for the port so engineering is doing additional due diligence on the facility at the point. so as far steps we'll be introducing this to board of supervisors next tuesday, we'll be going to the capitol planning committee for review and approval. we'll be coming back to you to update our tariff to include cpi adjustments and also the

recommended passenger facility charge. and then we once all that's done we'll have access to the city's commercial paper program to come up with contracting for phase two and comet back to you in the fall with details of our financing structure for the revenue bond transaction. >> so on this passenger facility charge in terms of in the /r-rbgfp re/spopbszs from the two bidders from the cruise ship terminal, do they have any commenteds about what they thought the markets would bear in terms of /paz /skwrer facility charge? >> we didn't ask that question in the responses so we have done due diligence around what other /porbts are charging and put a table in the staff report for you to review. this would be at the very high end in consideration of what we're investing in the cruise ship terminal, the importance of location of san francisco, our desire to generate revenue from the facility we felt reasonable to go to the very

top of the market with our tariff /-fp >> i agree with you. i'm just saying whether we thought there was even more elasticity. i'm saying perhaps instead of boxing yourself into sec would you say in this resolution or whatever you're asking us to approve, that the minimum would be six but let's have a discussion as you go through as we decide with the new operator, if they feel there's more room... >> also consulting with the airport who charges a [inaudible] facilities and they've done a lot of analysis on the /e las /teus /seu of that and found a point that works with them so that's another source we're working with. >> i'm just asking you not to box yourself in. i don't think

we know. >> understood. and i think one way to approach it is to start at 6 and see how the pier 27 performs. i know there's plans to really grow the cruise business and some of what you heard /stod showed numbers in terms of cruise calls that are way outside of what we have today. so to see how we can grow our business with the existing 6 dollar charge and then see once the operation is up and running and we could query the lines regarding /e las /teus /seu. >> this is just a marketing perspective, if you're providing real value, you'll have to charge it up front. they'd say why should we charge now. there is true value in this new cruise ship terminal. if you're going to make the argument about what you're going to charge, you have to make the argument now in terms

of the value provided. >> i move to approve attempt 11a. >> second. >> all in favor. sorry. >> discussion. >> we haven't had public comment yet either. sorry. there is no speaker cards. is there any public /kphepbltd? no. >> i will thank you for in presentation and director moore, thank you for your quick response today and i'm hoping that chris put this [inaudible] under water. this was so timely. thank you very much. i'm hoping that he's looking at this because you just laid it out where everything was going. thank you. >> okay. are we ready to vote? all in favor? >> item 12, new business?