and it has been an incredible two years working with the two of you and while we have worked individually with you both, we have worked so closely with you both as a team that when i was thinking of what i wanted to emphasize and how to say thank you, it was hard to really separate the two of you. and so, if you don't mind my remarks for you both, and you very far been beyond generous, with your time, and your dedication and your commitment. and it has already been mentioned by both president woo ho and president katz and brandon mentioned it as well, more than i think that i have seen in my tenure as executive director in terms of all of the different things that the port has had going on but the engagement with which you both came to help with the staff is really why we were able to prevail.

and if you bear with me it is worth mention s what all has transspired in the two years that you two have served so generously and it is obviously has been an marque period in the celebration of the 150th anniversary and the 2013 and the long awaited cruise ship terminal and the warf and as well as the public realm on jefferson street, they are all achievements which were lost for generations and we also have been the beneficiaries of the bay lights on the bay bridge and the new floor up here and 16, and 17, and as well as some of the other really cool things that have happened. in the last two years, there have been more people at the water front than probably the last decade combined and as you may recall, in 2012 we were fortunate to celebrate with the world series, champion giants

and in 2013 we got to celebrate again with the world champion usa and so, we, of course are the envy of the ports around the world and that could not have happened without incredible dedication with all of the commissioners but most particularly by the two of you and the last fiscal year alone you proceeded over 123 commission items that is 60 percent more than normal. you saw a capitol investment of 83 million dollars, that is 235 percent, more than normal. and you saw and contributions of 12 million in contract to to lbe and that is two times more than normal. >> you saw the rebuilding of the facility in pier 29 and an unprecedented ten months and i will not tell you how long it took to rebuild the pier and it was ten times that. >> you saw the commercial

tentcies and the approval of 269 calls from crew and cargo fishing and research ships and you saw the hosting and the port's first year pround cruise ship, 65 total cruise calls 200,000 plus passengers and you saw the hosting of the fastest sale boats in the har ber known to man and you saw the hosting of the port's first maritime day which was a huge success that we have discussed before and again, those are each one of those individually is really spending and collectively it is almost unfathomable, so on behalf of us and the commissioners and staff alike thank you very much for your service. and if you would permit me, if you will help me president katz? we do have some plaques for the two of you.

could i get all of you off of the dice? [ applause ] >>

>> thank you. i'm looking forward to the year ahead and particularly i want to take a moment or two to thank the staff and as you heard the litany of things that transpired just in the past two years i was stunned when i suddenly heard it all laid out like that and so again i want to thank on behalf of all of the commissioners the incredible port staff and say it privately and i want to say it again that i think that we have the best staff in the city. here here. >> but, it goes without saying, lucky in all of the tremendous accomplishments and everything could not have been possible without such a great team and so i am looking forward to working with all of you and i know that we have got quite a year ahead of us and looking forward to meeting the challenges. >> president katz would you

entertain a few more comments or do you want to move forward? >> commissioners, brad benson, special projects director. and i just wanted to congratulate you, commissioner katz, and commissioner adams on your new offices at the port commission. i know that you will do a great job and we certainly look forward to working with you. i just, i wanted to extend the staff's thanks to the service that you two have provided over the past couple of years and it really has and i did not do as much prep as monique did but it has been a whirl wind of the two-year period and the chat edges have been great in trying to figure out the america's cup and everything that has gone along with it including the development efforts ever at the port and commissioner woo ho you have caused us to really up our game in terms of how we comment to the port commission and how ready we have to be

with answers and how on top of information we have to be and commissioner brandon, the way that you have looked out in particular for the industrial southern water front has been remarkable. you make it and a private investment and a lot of interest resides in the northern water front but it is our responsibility as the port staff to look out for the whole water front and you made us do that and i wanted to echo monique's thanks to you and i appreciate workinging with you. >> thank you. >> any other comments? >> we will continue with your report. >> item 6 b, executive director's report. >> good afternoon, commissioners, and members of the staff, monique moye, i now have one item on the report which is to promote, if you will the 24th anniversary of the sea lions arrival, at pier 39 and this coming friday,

january 17th, at ten a.m., pier 39 will be launching a anniversary celebration of the sea lion's arrival and launching a brand new sea lion center and as part of the celebration, the sea lion's center will be giving guided tours over the next couple of days which will be on fridays through monday. and so effectively the long weekend, and in the afternoons on the hour, from 12 to four. the tours will take place on the west side of the pier 39 entrance which is over near the water front grow, i believe. and they are out and there will be a new sea lion center and so the center is going to be hosted by crane of the bay and pier 39. the sea lion center is a new educational center on level two of pier 39 and the center is a hub for all things sea lion

including interactive dis plays and educational video and presentations by the naturalist and so if you have a moment to go and celebrate the 300 or so sea lions that make their residence at pier 39 that is a great week to do so and that concludes my report. thank you. >> is there any public comment? >> seeing none, call the next item. >> item 6 c, request approval of the port commission and travel authorization and reimbursement policy. >> if i may i will make the presentation hopefully from here if you don't mind. the proposed travel policy is something that was suggested by president woo ho and it is a way of documenting the practices with the port commission has already been following with respect to travel by port commissioners. and as you know, in the last three years, more or less, the port staff, and others have

requested more engagement and involvement by the commissioners in travel, to help us in attending the various seminar and conferences but also to help us in the marketing efforts, and the contribution that the commissioners have made in those cases is invaluable and starting with just adding prestige to the trip and particularly in the cloud, showing unity in the governing board and our staff and we would like to very much continue that practice to the extent possible. and as you know, our practices in the place currently are that the travel goes through approvals informally by myself as executive director and the commission president just to insure that it is within the realm of the port's business and accordingly, and it also needs to insure that we have available budget, and we have been insurancing that such travel and the reimbursement for travel expenses conform with the controller's guidelines for business travel

and we also take an additional step by the port commission, which is the port commission and votes to ratify the travel of any commissioner, which is an unusual step in the city but one that i think that the commissioner has shown great leadership on. and some summarizing the written policy, we have added one more step which would be to request that the traveling commissioner fill out a travel authorization form, this is in keeping with the requirements under the controller's guidelines and which calls for usually on behalf of the staff a similar type of form and again, it complains the travels and assures that the costs are reasonable and the purposes are appropriate and that there is available budget. but the definition of official business is pretty broad. but some examples include, the promotion or the development of court of san francisco programs and methods or administration, and friendship missions tourism or trade. and those requests that

eliminate either from the board or the mayor. and relevance to the port of san francisco operations and furtherance of the port's legislative agenda and of course whether or not there are approved funds and they are all reimbursements the are consistent and it is broad and not meant to be an exclusive list but it gives you an idea of the types of travel that. and this was requested by president woo ho and i thought that she could say something about the government aspects. >> and as monique mentioned is snum one and it should be the new policy and not like we are starting from scratch and it has sort of been practice that we have been following for the last couple of years already and probably even earlier than that, that i am aware of. and i think that we just felt that one we wanted to make sure that the process was inviting and make it clearer for the

commissioners and for the staff as well as the public to understand that it is always good to have clear governorans and management and transparency and not that we have had any issue so far, but we want to make it clear that we are following this and so that everybody understands it and that we are in come ploy ans and i do appreciate that we are going to put this into writing rather than just having the informal guidance and this is just he transitions and that it will be good and hopefully commissioner katz and so hopefully you will have it in front of you and this is something that we will be following for some time and as a last note i would like to note as we do the orientation for the new commissioners that we do include this in the orientation packet and then, with the rules of the commission, and any other information that collar identifies exactly the terms of your commission, etc.. and so i think that we just want to have a clearer sort of

policy manual for the commissioners coming in to understand what the expectations are. so, with that, i just wanted to say hopefully that we will take action on it today and i think that it is fairly broad and i think that it is just good governorans and i think that i have always seen this commission in line with my own and in the private sector. and everybody is very clear on how to go and how to proceed. and there is no misunderstandings along the way, so thank you. >> thank you. >> commissioner woo ho suggesting this and it makes a lot of sense to have it clear as we go forward. and so is there any public comment? >> we need to have a motion. >> yeah. >> so is there a motion? >> a second. >> and yeah, is there any public comment. >> seeing none, any further comments, commissioners? >> all in favor? >> aye. >> aye.

>> opposed? >> ab tensions? >> resolution, 14.01, the first of the year and is passes thank you. >> item 7 a request approval of the operation's agreement with the phillips 66 company, granting phillips 66 authority to operate the refinery site in rodeo, california as a foreign trade zone number 3 subzone site for term of five years and the three options to extend for five years each for outlining the conditions from the operation of the subzone site. >> motion in >> so moved. >> second. >> any public comment? >> seeing none, all in favor? >> aye. >> opposed? >> abstaining? >> resolutions 14.01, carries. >> item 8 a, request approval of the first amepdment to the exclusive negotiation agreement between the port and forest city development california, incorporated for the pier 70 water front site boarded

generally by 20th street, michigan street and 22nd street and the san francisco bay. >> good afternoon, president katz, and congratulations on your appointment. and good afternoon to fellow commissioners. my name is ricky tudani and i am a development project manager, with the planning, development and the division of the port. i would be, i will begin my quick overview of the presentation on the proposed amendment as follows. but first of all, just a quick indication of the location of the water front site. before you, it was an area view of pier 70. and the area for the water

front site is the one indicated in blue. and here is the water front site itself. >> and you generally by the 20th street and michigan street, 22nd street, and san francisco bay. my presentation that i am going to try to make it as brief as possible since all of the details are in the staff memorandum on this item. and a very quick product update, what is included in the proposed amendment to the exclusive negotiation agreement and in the steps. and since, the or since you have determined the sheet on these on the water front site project, about i believe, in may of last year, staff and the developers are being working

very, very hard in or on the terms of the items of the term sheet. and they have form. and in the previous, and project teams, and as you know as a very complex pro-next, both on the see side and the developer's site and they need to get it together and just this team consists of engineers, and architects and consultants for the developer, and for the port include for the port the city, and the mayor's office of economic and workforce development, and sfpuc and the planning department. public works, tony's office and because of the nature of the project. and many sections have been held, and this identical, working sections, to prepare to negotiate the various items of the term sheet, including this amendment that we are bringing

before you now and as we found the project we know that there are many issues that need to be addressed and this is expected and this is what is leading to the first amendment before you, and an out come of those ongoing due diligence, and working sections. and they are, it has been held in the anticipation of the request of permission. and also, there is the implementation of the phase zero, of the development phase zero consists of where the developer is looking at the marketing that site. and in producing it to the public, and a number of events are being held including the opening here market and the halloween ghost ship that you must have heard about. and during this period also we the staff has examined and the opportunities for the site and

because the new development is a first development, and meaning that it is going to take a number of years. and at the beginning, it was anticipated that the port would be handing over this fight to the developer, without tenants. and however, revenue to the port is very, very important, and there is ongoing need to continue to have internal leasing on to the developer is ready to move forward with the development. and as a result, the staff have continued to lease portions of the site, and most recently, the sfmta, order the return on that site of the located and that created an opportunity, to

release those portions of the site and that were being used for the auto return. and the internal leasing program as you know, is very, very important to the port. and so we need to maintain the ongoing revenue, necessitate some of these ongoing leasing activities. so the proposed lease on the proposed first amendment to the dne, is in recognition of the change in the ena from indicating that the site is going to be turnover to the developer without... on it to now where they need to craoe main on the site passed when the developer takes possession of some of the portions of the site. the lease, or the first amendment also, it presents an

opportunity to acknowledge this ongoing need to maximize the revenue to the port, and particularly, order, future listeners that we need to come into place. and one that we already have in mind is building 12 and the adjacent area to that building 12 and the forest city wants to use to continue to market the project and from what they are calling a place making opportunity in introducing the site to the general public. the first amendments to address the concerns and the reason that they wanted the site to be turned over to him, was to avoid the issue of relocation, and delay moving forward with the development, and the opportunity to go into the site

and conduct the due diligence prior to final closing and the so the first amendment is going to include the provisions for the right to terminate the lease >> and in this reason for the first amendment or one of the terms of the first amendment, were the issue of ena negotiation fees and the reimbursement and on that id, the original ena as indicated

in this table the developer >> they have provided on the court and there is a 100 though dollar passage that was made up front where it was negotiated and i know that is the ongoing negotiation fees to cover the staff cost and as well as the port cost. there is a provision in the ena to allow for half of that negotiation fees to be forgiven subject to the sighting conditions to obtain the plane

for the master plane and as we go into the he is inclusive negotiations and working on the terms of the time sheets and scoping the project, the staff realized that the complexity of the project necessitate the developer providing funding because of the amount of work that is involved. and as a result, the staff has discussions with forest city and indicated that we and i just may need to be made in cancel the amount that was set aside, to cover staff costs, and other known post staff costs during the he is inclusive negotiation period i

believe that the developer paid $700,000 to the tune of. and for the second phase in times of the realization that the additional funds will need to be provided to cover the staff cost, and but, both the staff and forest city came to the conclusion that the existing cap of 300,000 by year would not suffice and so in the table, right on the third row is indicating that this is the amount of recover, and the recovery book costs or the cost recovery that the port will obtain if the ena is not amended or on that original ena. and so, the value lacing goes on and during the first phase of the negotiation period which is 24 months which is 8 quauters, 400,000 will be

provided by the developer, in the second phase, which we are now getting into, that one is roughly 12 months and that will be 600,000, and that will go to 400 million, when you give the 50 percent discount or in sentive to incentivize the developer to entitle that area for the project out of the water front site, that amount to 200,000 and so 600,000, in the first phase, and 900,000 in the second phase in total, it will have been able to recover, and only a maximum of 1.5 million. and where we are currently proposing, i mean, i actually the total is $200 million, what is currently proposing is to say that we understand that the amount that we or was anticipated is far less than

anticipated costs now. and originally, the my understanding that the well powers are studying no more than 200 million dollars in the costs to be funded and now, given the adjustment that have been made, they are going to be providing roughly 4.5 million dollars. and that helped the developer and the staff is recommending that the portion of the negotiation fees that have been made and that have not been paid, which will be paid for phase two, will be allowed to accrue. and tract. and that staff cost which is in the operational budget will or should be funded for the port operation. budget. because, that is a source that is identified. now, for the known port cost,

which includes what actual departments and the city attorney, and the planning department, sfpuc, and wd, and the department of public works. those are funds that the portion of the funding because the port does not have the money for it and the developer will be responsible for that amount. and the compromises that the developer agrees for that to become a 3.5 million dollars. for the next 12 quauters, or the 36 months period of the phase two. if the cost, or if any of the costs were to that they may meet and however, the provisions for the cost recovery, and for in turn,s the

staff are being tracked will be reimbursed and by the hand of the project. and offering the project tax floor. and after the developer as recovered, if the initial investment and the 18 percent return on costs. regarding the non-port cost, there is a provision in the proposed first amendment that the port will not be responsible for any of those costs. and if the project were to now move forward for one reason or the other, up to that point where the project stops moving forward and the party will be responsible for reimbursing the port for those costs the other part that is amended is the performance schedule. and these are the time line for