project, and /th-pb ifd as the major sources to pay for improvements. we /ao*f got diversified port revenues. we're looking at participation in a number of forms. the /phaeupbl sources -- i /woepb go over each -- is the 55 percent port share after the developer gets the 18 percent return. we've got these modified gross receipts come /poe innocents happening in the years of the project and the nine percent of the ifd. also we're looking apt /sug /tpheuf cant parking revenues in those facilities /-fpt pier 70 overall represents a big chunk of the port's /tepbl year capitol liability and will contribute to other pier 70 needs. the structure port

participation really helps to make this project feasible. we talked about some of these market risks and absorb risks with pier 70. and we believe and we'll show you on the 28th that these determs compare favorably to the other mayor developments that the city has done. and we did want to talk a little bit about the 99 year lease structure 'cause normally we don't do that. we have a 66 year limit, but we are doing a trust swap at pier 70 and actually after lands come out of the trust they're no longer subject to the burton act so we are able to lease for a period

to sell the few parcels that will be used for condominium use, sunt to your approval, or lease for up to 99 years. we're not creating a precedent for other port property. and by being able to lease on a 99 year basis it starts to look like fee land and the market values [inaudible] shorter term leases and we believe that longer term structure is justified by the ongoing modified gross participation that we structured into the deal. so i think on behalf of both port and city staff we're excited about forest city's vision for the site. they've done some great moves in terms of the park space and how it connect, to the water front. they'll have a very active ground floor set of uses around the park. they've got a great vision for how to build new buildings in and amongst these

historic buildings sort of retaining the character that the master plan calls for. they're thinking about ways of designing urban open space in a way that we don't really have along the water front and that reflects a neat connection to the historic buildings. and it's been great to see how forest city has really embraced the ship repair activity that's happening at the site and how that's a key goal for the development of the site. so with that i want to outline the next steps /-fp we've got your consideration of the terms sheet on the 28th. we're hoping to get to the board of that could last up to three years that would include seqa rezoning and public trust swap. and if we're successful /p in

that we would get back to you for transaction documents for your consideration. that concludes our paren /taegs and we're here to answer any questions you have. >> hank you. this is public commented and actually we have two people who have parentally been sitting here but really it was for this item 10b. can you pull the /ph*eubg down too just a little bit? thanks. >> that better? my name is kim austin and i'm here to speak today on the behalf of [inaudible]. first i would like to express or group's support for the preservation project at pier 70. we have

been an act ten i's community resource here for many decades and believe the work you are doing is an important and necessary project that will both save the existing buildings on the historic site and will revive this area in ways that are yet to be seen. we are excited to be part of the evolution of restoration, /eupbl no /sraeugs and rebirth at pier 70. we look forward to continuing the rich history of art house community that the union building has [inaudible] of building number 11 as /staeted in the pier 70 master plan. we understand that the nu /tph*rbgan building is slated for /tkepllation for two reasons. in your opinion one, even though this building was built within a period of historic significance in 1941,

it has not been classified as a historically significant building within the pier 70 master plan. this is a criminal intenting building. number two, the bidding is considered beyond repair. the infrastructure is said to be compromised and it has been claimed that it is too expensive to be included in the forest city water front project. we question the validity of these two arguments and we could elaborate from various perspectives, but today we would like to point out and re/tphrepblgt upon two reports that are available to the public on the san francisco port website. first we fight the request for historic /tkegs /treubgt status prepared by terry and company. in this 26 page report the /h*es write of pier 70 is me tick /hroulsly

outlined this report states that this building maintains a high degree of integrity for location, feeling, association, design and workman ship. it does not cite any serious damage or alteration to the building. however, in the pier 70 /heuls toric building survey, also conducting by kerry and company in 2008, the newnan building is not included. there is no documentation at all. it was simply overlooked or worse yet, excluded. it is troubling that there appears to be no conclusive examination of the newnan building while other buildings are thoroughly

documented in each of these reports. we feel the demolition of this building would be a terrible and irreversible mistake. the [inaudible] it supports would touch many in the surrounding dog patch neighbor /haold as well as hundreds of visitors who come to the site each year. /-z one of the few remaining /arpt houses in san francisco and an active participant in the city wide open studio program, it is hard to determine the impact the destruction of this building would have on the community. in conclusion, we on the to any plans that propose the demolition of building /#1-g without research justification or /kraeur /tpeu /kags of the living resource that it is. we

are deeply concerned with the [inaudible] and not surveyed /-fpt we thank you for your time. >> thank you. >> good evening, i'm here to describe the vibrant and creative community currently alive and /tphrao*eufing in the nunan bidding on pier 70 and to ask the commissioners to be sure were included in the development. we are painters, film makers, photographers,

print makers, writers, architects, computer consul /tapblts, sign painters and inventors. we feel really strongly about fosterering our community in a creative work space. his work brought attention to quite a group of /paeupblters were doing in the mid 60s and 70s. they went on to be known as the bay area figure painters. it also brought a lot of really unique brilliance to the fabric of our city. times are different but the spirit is the same and today we're hard working, talented and we have dreams, ideas and /spweg /reulty. we

strive to contribute [inaudible] we're a lot like you. what we do today in the building resembles what forest city [inaudible] we up hold an integral part of san francisco fabric. a mix /-td media hub already exists in this building and it's working. we've created a -- and how its unique toe that place. we have made it tangible. we have objections to forest city research project. we haven't been included. the creative working force in this building

hasn't been included. forest city's interviewed hundreds of people but they haven't interviewed all of us and haven't included us either. we'd like to be interviewed and included. we've been trying to say so for two years. that said, it's probably no surprise that we're here to on the to the proposed pier 70 . until we finalize and submit our proposal, which is under way. it focuses on a program that will criminal intent to success [inaudible] and include the current community. our proposal is in concert with the port's five year financial plan and it /sho*es that we like the private public idea. our

proposal coexists with some of the developer's plan. in conclusion we'd like to see pier 70 evolve into something that we can be part of and proud of. we want to coexist with change. we want to maintain affordable studio space. we'd like this development to include us instead of erasing us. thank you. >> thank you. >> i think he's gone commissioner. >> you're right. >> mrs. woods. >> good afternoon. i'm wearing my central /waurb fund advisory committee hat. i want to let you know we're having a sea wag meeting tomorrow at 5:30 and we

will be talking about pier 70 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