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Full text of "Minutes"

DOCUMENTS DEPARTMENT 



5/S 





SAN FRANCISCO 
PUBLIC LIBRARY 

REFERENCE 
BOOK 



Nol l(t he taken from the Lihrniy 



JUL - 3 l^ 



SAN FRANCISCO PUBLIC LIBRARY 



223 05465 5569 



SAN FRANCISCO 
PORT COMMISSION 

REGULAR MEETING 

I 4:00 P.M., TUESDAY, JULY 9, 1996 

FERRY BUILDING, SUITE 3100 DOCUMENTS DEpr 

r-^^ SAN FRANCISCO, CALIFORNIA 

AGENDA JUL 1 1996 

/ 1. ROLL CALL SAN Francisco 

q/^/ public library 

'2. APPROVAL OF MINUTES - June 25, 1996 

3. EXECUTIVE 

A. Executive Director's Report 

B. Approving resolution in support of an underground parking garage on the southern 
half of Block 202 to be included as part of the preferred alternative for the Mid- 
Embarcadero Replacement Project (Resolution No. 96-74). 

4. LEGISLATIVE 

5. TENANT & MARITEVIE SERVICES 

A. Approval of lease with Breda Transportation, Inc. at Transit Shed D, Pier 80 (at foot 
of Cesar Chavez Blvd.); and approval of co-termination of existing lease with Breda 
Transportation, Inc. (Resolution No. 96-66) 

B. Approval of leases with Darling International Inc. located on Amador Street at Pier 
92 for a cargo sourcing use, and approval of termination of leases with Baker 
Commodities, Inc. located on Amador Street at Pier 92. (Resolution No. 96-72) 

C. Approval of Second Amendment to Non-Exclusive Management Agreement with 
Stevedoring Services of America at Pier 94-96, Cargo Way and Jennings Street. 
(Resolution No. 96-73) 

D. Approval of percentage rental adjustment for Alioto's #8 and Alioto Expo Restaurants 
at Fisherman's Wharf. (Resolution No. 96-69) 

6. FACILITIES & OPERATIONS 

A. Authorizing the Executive Director to execute an amendment to a Grant Contract 
(No. 93-101-229) with the California Department of Boating and Waterways 
extending the completion date of the Pier 52, Public Boat Ramp, Bait Shop/Cafe and 
Public Access project. (Resolution No. 96-71) 



I:\A070996.IGQ 



3 1223 05465 5569 



7. PLANNING & DEVELOPMENT 

8. ADMINISTRATION 

9. CONSENT CALENDAR 

10. NEW BUSINESS / PUBLIC COMMENT 

11. EXECUTIVE SESSION 

A. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This session is 
closed to am non-Cit\/Port representative. * 

1) Property : Port property located at Berry Street and Second Street (China Basin). 
Person Negotiating : Port representative: Dennis P. Bouey, Executive Director 
*San Francisco Giants Representative : Larry Baer, Vice President 

Under Negotiation: Price Terms of Payment / Both 

An executive session has been calendared to discuss real property negotiations 
between the Port and San Francisco Giants, regarding the proposed ballpark. 
This is specifically authorized under California Government Code Section 
54956.8. 

B. Vote in open session on whether to disclose Executive Session discussions (S.F. 
Admin. Code Sec. 67.14) 

12. ADJOURNMENT 

Public comment is permitted on any matter within Port jurisdiction, and is not limited to agenda 
items. Public comment on non-agenda items may be raised during New Business/Public 
Comment. Please fill out a speaker card and hand it to the Commission Secretary . 



I:\A070996.IGQ -2- 2 452 2 5 SFPL : ECONO JRS 



PORT OF SAN FRANCISCO 




TO: 



FROM: 



MEMORANDUM 

July 9, 1996 

MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



Dennis P. Bouey 
Executive Director 



s 



Ferry Building 

San Francisco, CA 94111 

Teieplione 415 274 0400 

Telex 275940 PSF UR 

Fax 41 5 274 0528 

Cable SFPORTCOMM 

Writer 



SUBJECT: Resolution in support of an underground parking garage on the southern half of 
Block 202 to be included as part of the preferred alternative for the Mid-Embarcadero 
Replacement Project 

DIRECTOR'S RECOMMENDATION: Approve the attached resolution. 

Backgmund 

The Mid-Embarcadero Replacement Project is the central link necessary to complete the 
Embarcadero Roadway and the Waterfront Transportation Projects, which extend from 
Fisherman's Wharf to Sixth and King Streets. The Mid-Embarcadero Replacement Project 
covers the area from Folsom Street to Broadway Street, and is one of the projects managed by 
the Waterfront Transportation Projects office of the CAO. 

At the regular meeting of October 3, 1995, the Port Commission adopted Resolution No. 95-85 
which recommended to the Board of Supervisors the selection of the "paired" roadway 
alternative in front of the Ferry Building. Under this alternative, the southbound and 
northbound lanes would curve away from the Ferry Building and create a 1 08 foot wide plaza 
directly in front of the building. Another alternative was also being considered (the "split" 
roadway) which called for the northbound lanes to run 45 feet in front of and parallel to the 
Ferry Building, and the southbound lanes to curve out to create a plaza and open space between 
the north and south bound lanes. 



THIS PRINT COVERS CALENDAR ITEM NO. 3.B^ 



Underground parking garage on Block 202 
July 9, 1996 

page 2 



Citing the need for safety and ease of pedestrians crossing the roadway, the Board of 
Supervisors selected the split roadway alternative to be included as the preferred roadway 
alignment for the project. 

The Environmental Impact Statement/Environmental Impact Report (EIS/EIR) has been 
prepared and is in the process of being finalized for the Mid-Embarcadero Roadway and 
Terminal Separator Structure Replacement Project. The parking garage is included in the 
EIS/EIR document and is fully analyzed in the alternatives considered. 

Underground Parking Garage 

A description of the parking garage, as prepared by the CAO's Waterfront Transportation 
Projects office, is attached for your review and reference. The key points of the proposal are 
as follows: 

Project Background and Description 

• The Embarcadero Roadway Projects will eliminate a total of 967 parking spaces 
within Port jurisdiction. The Mid-Embarcadero Roadway will eliminate 339 parking 
spaces in the vicinity of the Ferry Building. 

• The proposed site for the garage (the southern half of Assessor's Block 202) is 
currently owned by the City; the underground rights would be transferred to the Port 
under this proposal. 

• A preliminary layout for the facility indicates that a two story underground garage of 
approximately 350 spaces could be constructed on the Block 202 site. 



Emu 



The surface of the garage would be improved and maintained as open space. 



The project is consistent with the Port's Draft Waterfi-ont Land Use Plan, the City's 
Master Plan (Northeastern Waterfront Plan) and all of BCDC's applicable plans (Bay 
Plan, Special Area Plan and Total Design Plan). 

The Port generates nearly $700,000 annually from the existing surface parking near the 
Ferry Building. The parking is needed to financially and ftinctionally support the 
continued operation and future renovation of the Ferry Building, as well as to provide 
access to the waterfront. 



Underground parking garage on Block 202 
July 9, 1996 
page 3 



Proj ect Tmplementa tioD 

• Federal regulations permit "functional replacement" of real property (either land or 
facilities or both) acquired from a public agency as a result of a highway or highway 
related project. The Federal Highway Administration (FHWA) has conceptually 
approved the replacement of the lost parking due to the Mid-Embarcadero Roadway 
Project. 

• Federal regulations also provide that, in the event that adequate funding for the parking 
garage is not identified and functional replacement of the parking is not pursued, the 
Port is eligible to be compensated for the appraised market value of the land required 
for the construction of the roadway project. 

Project Cost and Financing 

• The current cost estimate for the garage is $23 million, which may be reduced as the 
design for the garage is refined. 

• If the FHWA agrees, between $ 1 6 and $20 million in federal Emergency Relief (ER) 
funds would be available for the project. (A decision on the funding by FHWA is 
expected in July or August, 1996). The Port would provide the local match of 
approximately $7 million from a revenue bond or other source. 

Status / Next Steps 

A presentation to the Board of Supervisor's Housing and Land Use Committee is scheduled 
for July 18, 1996. A resolution of support for including the parking garage in the preferred 
alternative will be sought at that time, similar to the attached Port Commission resolution. 

The EIS/EIR has been prepared and in the process of being finalized for the Mid-Embarcadero 
Replacement Project. Once the EIS/EIR is finalized and has been certified by the City 
Planning Commission, the Mid-Embarcadero Replacement Project will go through an extensive 
review and approvals process, including consideration for approval by the Port Commission. 
A tentative schedule for this approvals process for the entire project is attached to this packet, 
for your information. 

Prepared by: Sharon Lee Polledri, 
Director of Planning and Development 

Po I:\ Agd4.709 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. %^1A. 



WHEREAS, 



WHEREAS, 



the Board of Supervisors adopted Resolution 100-96 in January 1996 
endorsing the DPT Variant with a Mid-Embarcadero Split Roadway as 
the Preferred Alternative for the Mid-Embarcadero/ Terminal Separator 
Structure Replacement Project; and 

the implementation of the Mid-Embarcadero Roadway Replacement 
Project will resuh in the loss of 339 off-street parking spaces on The 
Embarcadero between Folsom and Broadway, and the implementation 
of the North Embarcadero and South Embarcadero Projects has 
resulted in the loss of an additional 628 parking spaces for a total loss 
of 967 parking spaces along The Embarcadero, under the jurisdiction of 
the Port of San Francisco; and 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



the replacement of the parking loss in the Mid-Embarcadero Roadway 
segment is critical to the current operation of the Ferry Building, to the 
economic viability of the future renovation and upgrade of the Ferry 
Building, and to providing access to the waterfront; and 

the southern half of Assessors Block 202 was previously occupied by 
the ClayAVashington Freeway ramps and is determined to be the most 
viable location for an underground parking facility due to its proximity 
to the Ferry Building and ease of access; and 

the Federal Highway Administration has agreed that functional 
replacement of parking removed by the Embarcadero Roadway Projects 
is in the public interest, and on a conceptual basis has approved the 
request for functional replacement parking; and 

the estimated federal share of the cost for the Mid- 
Embarcadero/Terminal Separator Structure Replacement Project 
preferred altemative, as endorsed by the Board of Supervisors, and the 
Port replacement parking garage are within the funding cap of $ 11 8 
million established by the Federal Highway Administration for the 
combined Mid-Embarcadero/Terminal Separator Structure Replacement 
Project; and 

the Port intends to assume responsibility for funding the local match for 
the parking garage and for the design, construction and maintenance of 
the parking garage; and 



Resolution No. 96-74 
Page 2 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



RESOLVED, 



the Port shall receive all revenues from the operation of any such 
parking garage, and would be transferred the underground rights to the 
property on which the garage would located (the southern portion of 
Assessor's Block 202); and 

the Port v^ll replace, in conjunction with the construction of the garage, 
the surface open space on the southern half of Block 202 and provide 
a smooth transition to the existing open space on the northem half of 
Block 202 under the jurisdiction of the Recreation and Parks 
Department; and 

the Port will assume maintenance responsibility for the open space 
located directly above the parking garage; and 

federal law provides that, in the event that adequate fimding for the 
garage is not identified and functional replacement of the parking is not 
pursued, the Port is eligible to be compensated for the appraised market 
value of the land required for the construction of the transportation 
project; and 

the final approval of a Mid-Embarcadero / Terminal Separator Structure 
Replacement Project will occur after certification by the City Planning 
Commission of the Final EIS/EIR; now, therefore be it 

that the Port Commission does hereby preliminarily endorse an 
underground parking garage of approximately 350 parking spaces on 
the southern half of Block 202 to be included as part of the preferred 
alternative for the Mid-Embarcadero Replacement Project ; and, be it 
further 



RESOLVED, 



that Port and Waterfront Transportation Projects staff are requested to 
diligently pursue full funding of the Mid-Embarcadero Replacement 
Project, including the underground parking garage. 



/ hereby certify that the foregoing resolution was adopted by the San Francisco Port 
Commission at its meeting of July 9, 1996. 



Secretary 



Port Parking Garage Proposal 

Functional Replacement of Parking Removed by the 

Mid-Embarcadero Project 



Project Background 

Currently there are 135 on-street parking spaces and 423 off-street parking spaces on The 
Embarcadero between Folsom Street and Broadway. Approximately 44% of the parking 
spaces are operated for short-term use and serve tenants and visitors to the Ferry Building. 
The remaining spaces, 56%, operate as long-term parking, leased to Port and non-Pon 
tenants. The Port currently receives about 5% of its annual revenue stream from these 
parking spaces. 

After construction of the Mid-Embarcadero Replacement Project, there will be 219 on- 
street parking spaces and no off-street spaces in The Embarcadero roadway area, for a net 
loss of 339 spaces. This parking reduction would be in addition to the 623 spaces lost 
along the waterfront as a result of the North and South Embarcadero Roadway Projecis. 
for a total net loss of 962 spaces. The Memorandum of Agreement for the North and 
South Embarcadero Projects, signed by Departments in 1991, stipulated that the CAO's 
office and other City Departments pursue construction of a parking garage as part of the 
Mid-Embarcadero Project. In return, the Port agreed to proceed with construction of the 
North and South Embarcadero Project. 

To replace the parking loss resulting from the implementation of the Mid-Embarcadero 
project, it is proposed to construct a subsurface parking garage of up 350 spaces on the 
southern half of Block 202, bounded by Clay Street, Washington Street, Drumm Street, 
and Justin Herman Plaza. This parking garage would be part of the Mid-Embarcadero 
Replacement Project and would be operated as a short-term parking facility. 

The property proposed to be used for the development of a replacement parking faciiir;.-. 
the southern half of Block 202, was previously occupied by the ClayAVashington freeway 
ramps. These were removed as a result of the demolition of The Embarcadero Freev-."ay. 
Senate Bill 181 stipulated that these parcels were to be used for transportation purposes 
or the proceeds from the sale of these parcels to be used for transportation purposes. 

Project Description 

The parking garage is proposed to be located underground on the southern half of Block 
202 which is currently under the jurisdiction of the Department of Real Estate. Ownership 
was transferred from Caltrans to the City in December 1994 following the removal of the 
Embarcadero freeway (See Exhibit A). 



A preliminary layout for the parking facility indicates a two story underground garage of 
approximately 320 spaces could be constructed on the southern half of Block 202 (See 
Exhibit B). Access would be located off of Drumm Street. The intent is to maintain the 
surface of the parking garage for open space. The garage could be constructed to accept 
a park or a structure above it should the city decide to allow development on a portion of 
Block 202 in the future. The following above ground structures are necessary to serve an 
underground garage: an exhaust vent (estimated height of 10'), an elevator, and a stairv»-ell 
to bring patrons to the surface (See Exhibit C). The subsurface property rights on the 
southern half of Block 202 to be occupied by the parking garage would be transferred to 
the Port of San Francisco. 

The northern half of Block 202 is under the jurisdiction of the Recreation and Parks 
Department. The parking garage would not infringe on the existing park area. 

Project Justification 

The City's Master Plan (Nonheastem Waterfront Plan) and all of BCDC's applicable 
plans (Bay Plan, Special Area Plan, and Total Design Plan) call for removing surface 
parking from the water's edge and providing necessary parking on upland locations. The 
Block 202 location is consistent with these plans. It will not add parking to the 
waterfront, but rather provide replacement parking in a location more compatible with cir.^ 
and regional policy. 

The City's Transit First Policy calls for reliance on transit as a means of moving people 
into and around the city. The inclusion of a rail facility (the F-Line Historic Street Car) in 
the median of The Embarcadero will promote this city policy. However, recreational 
access to the waterfront and viability of the Ferry Building need to be considered as well. 
As stated above, the project would partially replace the 962 parking spaces lost as a result 
of the implementation of the surface street improvements along the entire length of Tne 
Embarcadero by replacing it with a garage of up to 350 spaces. The City will still 
experience a net reduction in parking along the waterfront as a result of The Embarcadero 
projects. 

Replacement of these parking spaces will make the Port financially whole, as they 
presently rely on the revenue stream from this parking. The spaces that will be removed in 
the Mid-Embarcadero median and in front of the Ferry Building, directly serve Ferry 
Building tenants. The viability of a renovated Ferry Building, as planned, will depend on 
an adequate parking supply as suggested in market studies conducted for the Port. In 
addition, the current C-2 zoning at the Ferry Building requires provision of accessor\- 
parking in conjunction with development. Removal of existing parking serving the Fern' 
Building could therefore limit its redevelopment potential. 

Several sites were evaluated in the vicinity of the Ferry Building for the location of the 
replacement parking garage. Block 202 was determined the most viable location due to 
its proximity to the Ferry Building and circulation considerations. It is proposed as a 



subsurface facility because the property is currently zoned P for Public Use with an Open 
Space (OS) height limit. Parking is permitted on this parcel if the use is found to be 
consistent with Master Plan policies. 

The mid-day parking occupancy in this area is approximately 86% based on parking 
studies conducted for the EER/EIS on the Mid-Embarcadero Roadway Replacement 
Project. 

Project Implementation 



Federal regulations (Chapter 1, Section 712.604-606 of 23 CFR) permit "functional 
replacement" of real property, either lands or facilities or both, acquired from a public 
agency as a result of a highway or highway related project. The City has been given 
conceptual approval by the Federal Highway Administration to pursue functional 
replacement of the parking spaces lost by the Port due to the Mid-Embarcadero project. 

The Port would assume responsibility for the design and construction of the parking 
garage. The CAO will assist the Port in obtaining the necessary project approvals and 
securing federal Emergency Relief Funds to the extent allowable under the functional 
replacement provisions. The Port would provide the local match through a revenue bond. 
In return the Port would retain parking revenues and maintain the surface open space 
above the parking garage. It is anticipated that the parking structure will provide a 
revenue stream to assist in the renovation of the Ferry Building after meeting debt service 
obligations. 

The Port will negotiate with and enter into a Memorandum of Understanding with affected 
city agencies regarding implementation and maintenance of the parking garage. 

Cost and Financing Proposal 

The current cost estimates for completion of a 322 space parking garage range from 
approximately $23 to 28 million. If FHWA agrees to participate in functional 
replacement, it is estimated that $16-20 million in ER fijnds would be available for design 
and construction of the project. The remaining $7-8 million would be provided through a 
Port revenue bond. Proceeds from the sale of parcels that came to the city after the 
demolition of The Embarcadero Freeway (Broadway and ClayAVashington parcels) are 
another potential source of local match fiinds. To date these parcels have not been 
disposed of by the City. 

Outstanding Issues 

1. Cost estimates for the design and construction of the garage are currently being 

evaluated by the Department of Public Works and the Port. A preliminary revised cost 
estimate of $23 million has resulted from this fijrther evaluation. 



2. Caltrans and FHWA have not yet agreed to participate financially in functional parking 
replacement. The option to directly compensate the Port for the loss of use of their 
land for parking (estimated value of $6 to 10 million) still exists. We anticipate a 
response from FHWA by mid- July on this issue. 

3. The potential for using Clay Street, a private street controlled by the Embarcadero 
Center Group, as an access drive is being explored. If this access option appears to be 
more viable from a circulation and open space perspective, it will be addressed as an 
addendum to the FEIS/FEER for the Mid-Embarcadero Project. 

4. The cost of open space improvements for the entire Block 202 surface have not been 
included in the cost estimate; only the southern half is included. The cost of the 
garage would increase if open space improvements to all of Block 202 were required. 

u'^midembXprtprk 



Mid-Embarcadero/TSS Approval Process 

June 14, 1996 



City Planning Commission 

August 22 




-Advisory Only- 



- Advisory Only- 



- Advisory Only- 



Redevelopment Commission 

September 10 



Public Transportation Commission 

September 10 



I Art Commission 

■iCivic Design Committee- September 16; 

;Full Commission- October 7 



Mid Embarcadero 



Recreation & Parks Commission 

Committee: September 3 
Commission : September 19 



Port Commission 

Project Approval 
October 8 



^^^s&cs.^!^!5s^K^CH^ :s>^^j^^^ 



Terminal Separator Structure 

& all additional Traffic Improvements 



Parking & Traffic Commission 

Project Approval 
October 1 



I 



; Transportation Authority 

-Advisory Only — ►[Plans & Programs - October 7 
iFull Authority - October 14 



Board of Supervisors 

Housing and Land Use: October 17 
Full Board: October 28 



BCDC 

Design Review Board: September 9 
Commission: November 7 



Metropolitan Transportation Commission 

November 



FHWA - Record of Decision 

November 



California Transportation Commission 
December 



PORT OF SAN FRANCISCO 



TO: 



FROM: 



MEMORANDUM 



June 17, 1996 

MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



Dennis P. Bouey \ 
Executive Director 





Ferry Building 

San Francisco. CA 94111 

Telephone 415 274 04CO 

Telex 275940 PSF UR 

Fax415 274C52 = 

Cable SFPORTCCMM 

Writer 



SUBJECT: Approval of lease with Breda Transportation, Inc. at Transit Shed D, Pier 80, (at 
foot of Cesar Chavez Blvd.); and approval of co-termination of existing lease with 
Breda Transportation, Inc. 

DIRECTOR'S RECOMMENDATION: APPROVE NEW LEASE WITH BREDA 
TRANSPORTATION, INC. AND APPROVE CO-TERMINATION OF EXISTING LEASE 
WITH BREDA TRANSPORTATION, INC. 



BACKGROUND 

Breda Transportation, Inc. (Breda) is a U. S. subsidiary of Breda Costruzione Ferroviare. S.A., 
the manufacturers of the San Francisco Municipal Railroad's (MUNI) new light rail vehicle 
(LRV). Breda currently manufactures LRV cars in 82,810 square feet located at Transit Shed D 
at Pier 80 pursuant to a lease approved by the Port Commission on January 24, 1995 (Resolution 
No. 95-5). Because of new orders from MUNI and a large order from the City of Los Angeles, 
Breda requires a major expansion of their San Francisco LRV assembly facility. To accommodate 
this expansion, Breda proposes to terminate its existing lease with the Port (Lease No. L-1 1996) 
and enter into a new lease for all of Transit Shed D. The temporary closure of the Pier 80 facility 
will permit this interim use in Transit Shed D and the generation of additional revenue for the Port 
of San Francisco without preventing the immediate or future use of the Pier 80 facility for 
container cargo handling or other maritime purposes. 



THIS PRINT COVERS CALENDAR ITEM NO. 5A 



Agenda Item No. 5 A 
June 17, 1996 
Page 2 

PROPOSED LEASE 

A new lease (Port Lease No. L- 12295) has been negotiated by Port staff and Breda on the 
following terms and conditions: 

1. Premises : 166,097 square feet of space in Transit Shed D (the entire Shed) 
consisting of two parcels: 

a. Parcel A : 82,810 square feet currently affected by the existing lease with 
Breda (Lease No. L-11996); 

b. Parcel B : 83,287 square feet of expansion area. 

2. Term : Five years, commencing March 1, 1997. 

3. Rent : 

a. For the period from the Commencement Date to the second anniversary 
date: $43,366.00 per month ($.26 per square foot). This represents the 
$18,380.00 per month rent ($.22 per square foot) for the 82,810 square feet 
currently affected by Lease No. L-11996 (the Parcel A Premises) and 
$24,986.00 per month ($.30 per square foot) for the 83,287 square foot 
expansion area (Parcel B Premises). 

b. For the period from the second anniversary date to the expiration of the 
Term: $46,520.00 per month ($.28 per square foot). 

c. The rent during any holdover tenancy would be $54,000.00 per month 
($.325 per square foot). 

The Port Commission approved minimum rental rate parameter for open shed 
space over 10,000 square feet in the Southern Waterfront is $.30 per square foot. 
Breda has installed $805,369.00 in tenant improvements in the space currently 
occupied in Shed D of which approximately 40%, or $320,000.00, is of direct 
benefit to the Port. As a part of the new lease, Breda proposes to expend an 
additional $800,000.00 in capital improvements without reimbursements or rent 
credits. Given this level of investment and the large space affected, Port staff 
believes that the proposed rental rates are warranted. 

4. Termination rights : 

a. Port's Right to Terminate : The Port may terminate the lease at any time 

upon 12 months prior notice in order to facilitate a Port program or project. 



Agenda Item No. 5 A 
June 17, 1996 
Page 3 



Tenant's Right to Terminate : Prior to the second anniversary date (March 
1, 1999), the Breda may elect from the following: 

(1) Terminate the lease for the entire 166,097 square feet of Shed D; 

(2) Continue the lease only as to the 82,810 square feet of the Parcel A 
Premises at the rent set forth below; or 

(3) Continue the lease only as to the 83,287 square feet of the Parcel B 
Premises at the rent set forth below. 

Should Breda on the Second Anniversary Date elect only to lease the Parcel 
A Premises, the rent for that portion of the premises would be 520,700.00 
per month ($.25 per square foot), adjusted annually thereafter by the 
Consumer Price Index. 

Should Breda on the Second Anniversary Date elect to lease only the Parcel 
B Premises, the rent would be $25,820.00 per month ($.31 per square 
foot), adjusted annually thereafter by the CPI. 



Summary : 



The nature of the proposed use, the creation of over 80 new mass transit vehicle LRV assembly 
jobs, the proposed rental strucmre, and the anticipated capital improvement to the Pier 80 Shed 
D facility represent a significant benefit to the Port, and the City and County of San Francisco. 
Due to the location of Shed D, this lease should not mterfere with the future use of Pier 80 as a 
container cargo terminal. Nevertheless, the lease can be terminated by the Port with 12 months 
prior notice if Shed D does need to be incorporated into a future cargo terminal operation. 



Prepared by: Kirk W. Bennett, Acting Director Tenant & Maritime Services 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-66 



WHEREAS, 



WHEREAS, 



The City Charter empowers the Port Commission with the power and duty 
to use, conduct, operate, maintain, manage, regulate and control the Port 
area of San Francisco; and 

Under the City Charter, leases granted or made by the Port Commission 
shall be administered exclusively by the operating forces of the Port 
Commission: and 



WHEREAS, 
WHEREAS, 



RESOLVED, 



Breda Transportation, Inc. has proposed to expand its mass transit vehicle 
assembly facility at Transit Shed D, at Pier 80; and 

Staff has negotiated all the terms and conditions of a proposed lease with 
Breda Transportation, Inc. on the terms and conditions outlined in the 
Memorandimi to the Port Commission for Agenda Item 5A for the Port 
Commission meeting of July 9, 1996; now therefore, be it 

that the San Francisco Port Commission hereby approves entering into 
Lease No. L- 12295 between the Port and Breda Transportation, Inc. on the 
terms and conditions outlined in the Memorandum to the Port Commission 
for Agenda Item 5 A for their July 9, 1996 meeting, and authorizes the 
Executive Director of the Port, or his designee, to execute the same on 
behalf of the Port, in such form as is approved by the City Attorney; and 
be it further 



RESOLVED, 



that the San Francisco Port Commission hereby approves the Co- 
Termination of Existing Lease No. L-11996 between the Port and Breda 
Transportation, Inc. 



I hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting 
of July 9, 1996. 



Secretary 



G:\WP51\AGENDAS\BREDAINC.ND\ibn\June 17, 1996 




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PORT OF SAN FRANCISCO 



TO: 



FROM: 



MEMORANDUM 



June 28, 1996 

MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



Dennis P. Bouey 
Executive Director 



¥fl 




Ferry Building 

San Francisco, CA 94111 

Teleplione415 274 0400 

Telex 275940 PSF UR 

Fax 41 5 274 0528 

Cable SFPORTCOMM 

Writer 



SUBJECT: Approval of leases with Darling International, Inc. located on Amador Street at 
Pier 92 for a cargo sourcing use, and approval of termination of leases with Baker 
Commodities, Inc. located on Amador Street at Pier 92. 



DIRECTORS RECOMMENDATION: 



APPROVE LEASES AND LEASE TERMINATIONS 
AS SET FORTH BELOW. 



BACKGROUND 

The Port leased 116,438 square feet of land at Seawall Lot 344 ("Parcel A") to Baker 
Commodities, Inc. ("Baker"), pursuant to Port Lease No. L-6113, dated March 20, 1964. The 
rent was $1,799.36 per month ($0.02 per sq. ft.), and the 30-year lease term expired March 19, 
1994. During the term of this lease. Baker Commodities constructed a bulk liquid storage tank 
and transfer facility on the leased premises. Following the expiration of this lease, it was replaced 
by a month-to-month lease (Port Lease No. 12126) with the monthly rent set at $17,893.68 ($0. 15 
per sq. ft.). 

The Port leased an additional 78,408 square feet of land at Seawall Lot 344 ("Parcel B") to Baker, 
pursuant to Port Lease No. L-6695, dated December 13, 1967. The term of this lease is 60 years, 
expiring on May 19, 2028; however, either party may terminate this lease in 1998, 2008 and 
2018. The current rent is $2,452.72 per month ($0.03 per sq.ft.), with cost of living adjustments 
every ten years. 



THIS PRINT COVERS CALENDAR ITEM NO. 5B 



Agenda Item No. 5B 
Page 2 



In 1968, Baker subleased all of Parcel B and a portion of Parcel A to Darling International, Inc. 
("Darling"), which is a competitor in the same business as Baker. Darling constructed a bulk 
products rendering plant on Parcel B, which Darling operates. Baker retained and continues to 
operate the bulk liquid storage tanks and transfer station located on a portion of Parcel A. 
Substantially all of the bulk liquids stored in the tanks and transferred to cargo ships at Pier 92 
are produced at Darling's rendering plant on Parcel B. 

The improvements on Parcel A became the property of the Port upon the expiration of Pon Lease 
No. L-6113 with Baker. The improvements on Parcel B will become the property of the Port 
upon the expiration or earlier termination of Port Lease No. L-6695 with Baker. 

PROPOSED TRANSACTION 

Port staff believes that it is in the Port's best interests to lease all of the rendering plant, storage 
and transfer facilities to the primary user, Darling, because it will make the operation more 
efficient and encourage greater cargo exporting from Pier 92. To that end, Port staff proposes 
the following: 

L Terminate the month-to-month Lease No. 12126 with Baker for Parcel A effective 
August 31, 1996; 

2. Enter into a new lease with Darling for Parcel A coirraiencing on September 1, 
1996 and terminatmg on May 19, 1998 (the "Interim Lease"); 

3. Terminate the 60-year Lease No. L-6695 with Baker for Parcel B effective May 
19, 1998; and 

4. Enter into a new 30-year lease with Darling for both Parcels A and B effective 
May 20, 1998 (the "Final Lease"). 

Leases have been negotiated by Port staff and Darling with the following terms and conditions: 

Interim Lease (Proposed Lease No. L- 12239) 

1. Premises : 116,438 square feet of land at Seawall Lot 344 (Parcel A). 

2. Term : Commencing September 1, 1996 and terminating May 19, 1998. 

3. Base Rent : $17,893.68 per month ($0.15 per sq. ft.), adjusted on the 

anniversary date based on the increase in the Consumer Price Index 
("CPI"). 



Agenda Item No. 5B 
Page 3 



4. Special Conditions : 

a. No termination right by Port for a "Port project" (Section 4.2 - deleted). 

b. Rent credit granted for wharfage and dockage fees generated by Darling's 
activities on the premises; provided, however, the rent credit for an}' lease 
year may not exceed one half of the Base Rent for the same lease year. 

Final Lease (Troposed Lease No. L- 12090) 

1. Premises : Parcel A: 116,438 square feet of land at Seawall Lcc 344, 

including the existing bulk liquid storage tanks and transfer fecility, 
plus a 475 foot long by 10 foot wide pipeline easement from the 
transfer facility to the wharf at Pier 92. 

Parcel B : 78,408 square feet of land, including the existing 
rendering plant. 

2. Term : Thirty years, commencing on May 20, 1998. The lease may 

commence earlier if Baker agrees to an earlier termination of Lease 
No. L-6695; however, this will not affect the May 19. 2028 
expiration date of the Final Lease. 

3. Rent: $25,734.48 per month ($0.13 per sq. ft.) 

4. Rent Adjustments : 

a. Annually based on increases in the CPI. 

b. In addition to the annual CPI adjustment, the monthly rent will be ircreased 
by $500.00 every five years. 

5. Special Conditions : 

a. No termination by Port for "Port project" (Section 4.2 ~ deleted). 

b. Rent credits granted for wharfage and dockage fees generated by Darling's 
activities on the premises; however, the rent credits for any lease year may 
not exceed one half of the Base Rent for same lease year. 



"Agenda Item No. 5B 
Page 4 



Summary : 



The proposed leases will retain a cargo sourcing tenant at increased rents. Port staff believes that 
the rent credits for wharfage and dockage rent credits will also result in increased liquid bulk 
carrier cargo vessel calls to the Port. Both of these factors represent significant benefits to the 
Port. 



Prepared by: Kirk W. Bennett, Acting Director, Tenant & Maritime Services 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-72 



WHEREAS, 

WHEREAS, 

WHEREAS, 
WHEREAS, 

WHEREAS, 



RESOLVED, 



The City Charter empowers the Port Commission with the power and duty 
to use, conduct, operate, maintain, manage, regulate and control the Port 
area of San Francisco; and 

Under the City Charter, leases granted or made by the Port Commission 
shall be administered exclusively by the operating forces of the Port 
Commission; and 

Darling International, Inc. has proposed to lease and operate a bulk liquid 
rendering plant, storage and transfer facility; and 

The retention and consolidation of the liquid bulk rendering plant, storage 
and transfer facihty will enhance cargo handling and cargo vessel visits to 
the Port of San Francisco; and 

Staff has negotiated all the terms and conditions of proposed leases with 
Darling International, Inc. on the terms and conditions outlined in Agenda 
Item 5B for the Port Commission meeting of July 9, 1995; now therefore, 
be it 

That the San Francisco Port Commission hereby approves terminating 
Lease No. L-12126 between the Port and Baker Commodities, Inc. 
effective as of August 31, 1996 and Lease No. L-6695 between the Pon 
and Baker Commodities, Inc., effective as of May 19, 1998; and be it 
further 



RESOLVED, 



That the San Francisco Port Commission hereby approves entering into 
Lease No. 12239 and Lease No. L-12090 between the Port and Darling 
International, Inc., as described in Agenda Item 5B for the Pon 
Commission meeting on July 9, 1996, and authorizes the Executive 
Director of the Port, or his designee to execute the same on behalf of the 
Port and in such form as is approved by the City Attorney. 



I hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting 
of July 9, 1996. 



G:\WP51UGENDAS\BAKERC0M.ND\ibn\June 27, 1996 



Secretary 



PORT OF SAN FRANCISCO 




MEMORANDUM 



June 28, 1996 



Ferry Building 

San Francisco. CA 94111 
Teleplione 415 274 0400 
Telex 275940 PSFUR 
Fax 41 5 274 0528 
Cable SFPORTCOMM 
Writer 



TO: 



FROM: 



MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



Dennis P. Bouey 
Executive Director 




SUBJECT: Approval of Second Amendment to Non-Exclusive Management Agreement 
with Stevedoring Services of America at Piers 94-96, Cargo Way and 
Jennings Street 

DIRECTOR'S RECOMMENDATION: APPROVE SECOND AMENDMENT TO 
NON-EXCLUSIVE MANAGEMENT AGREEMENT WITH STEVEDORING 
SERVICES OF AMERICA 



BACKGROUND 

In 1995, Evergreen Line and SERPAC discontinued calls at the South Container Terminal 
at Piers 94-96, and the remaining calls at the terminal did not support the operating costs 
incurred by the management contractor. Stevedoring Services of America ("SSA"), who 
operates the terminal for the Port under a management agreement. The current five-year 
Non-Exclusive Management Agreement with SSA, dated August 25, 1993 ("Management 
Agreement"), commenced November 1, 1993 and expires October 31, 1998, unless 
terminated earlier by either party giving ninety (90) days' prior written notice. In May 
1995, the Port Commission agreed to pay SSA an interim management fee of up to 
$587,000 to cover SSA's losses during the 1995-1996 Fiscal Year. The acmal fee for the 
1995-1996 Fiscal Year is expected to equal the full $587,000. 



THIS PRINT COVERS CALENDAR ITEM NO. 5C 



Agenda Item 5C 
Page 2 



In order to retain the balance of the existing cargo business and to attract new cargo 
business to the South Container Terminal, Port staff believes that the terminal must be 
kept open and operating on a fuU-time basis, which will require the approval of another 
interim management fee for the 1996-1997 Fiscal Year (July 1, 1996 to June 30, 1997). It 
is estimated that SSA could lose up to $715,000 from operating the terminal during the 
1996-1997 Fiscal Year. Port staff expects that, through retaining the remaining business 
and attracting new business (including project cargo and the addition of a small cargo 
line), the Port will be able to incur a management fee of less than $715,000. 

PROPOSED AMENDMENT 

It is proposed to amend the Management Agreement with SSA to allow the Port to 
continue to substitute an interim management fee for the existing fee, which would 
provide SSA the necessary funds, in arrears, to cover net operating losses during the 
1996-1997 Fiscal Year. These funds will be paid from a combination of revenues 
generated by keeping the facility operating and, if necessary, any shortfall will be paid 
from the Port's operating surplus. This Second Amendment to the Management 
Agreement will contain the following provisions: 

1. Management Fee : From July 1, 1996 through June 30, 1997, the Port will reimburse 
SSA up to a maximum fee of $715,000 for net operating losses, excluding corporate 
overhead and profit. SSA will provide detailed monthly and year-to-date reports of 
revenue and expenses. These reports will be reconciled in December, 1996 and in 
June, 1997, and the Port will disburse fiinds after the December, 1996 and June, 1997 
reports, as necessary. SSA waives any other management fees provided in the 
Management Agreement during this one-year period. 

2. Cancellation : Neither party may cancel the Management Agreement, except for cause, 
between July 1, 1996 and June 30, 1997. 



Prepared by: Kirk Bennett, Acting Director, Tenant and Maritime Services 



h:\njl\ssagenda\tyl 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-73 



WHEREAS, Charter Section B 3.581 empowers the Port Commission with the power 
and duty to use, conduct, operate, maintain, manage, regulate and 
control the Port area of San Francisco; and 

WHEREAS, under Charter Section B 3.581(g) leases and franchises granted or made 
by the Port Commission shall be administered exclusively by the 
operating forces of the Port Commission; and 

WHEREAS, in the First Amendment to the Non-Exclusive Management Agreement, 
dated August 25, 1993, the Port and Stevedoring Services of America 
("SSA") agreed to keep the facility open through an interim management 
fee which would cover SSA's costs incurred resulting from decreased 
business at the facility; and 

WHEREAS, the Port desires to continue to keep the facilities at Pier 94-96 open and 
operating to retain and to expand cargo business; and 

WHEREAS, the Port and SSA wish to continue the interim management fee to cover 
SSA's operating losses during the 1996-1997 Fiscal Year; and 

WHEREAS, SSA estimates that it would lose approximately $715,000 during the 
1996-1997 Fiscal Year; and 

WHEREAS, the Port believes that it can derive the necessary revenue to cover an 

interim management fee not to exceed $715,000 through the retention of 
existing business and with the addition of a small line and project cargo; 
now, therefore, be it 



RESOLVED, 



that the Port Commission hereby approves that a Second Amendment to 
the Non-Exclusive Management Agreement as described in the 
Memorandum for Agenda Item 5C for the July 9, 1996 Port Commission 
meeting and hereby authorizes the Executive Director of the Pon to 
execute the same on behalf of the Port. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of July 9, 1996. 



Secretary 




PORT OF SAN FRANCISCO 

MEMORANDUM 

Ferry Building 
San Francisco. CA 94111 
June 19, 1996 Telephone 415 274 0400 

Telex 275940 PSF UR 
Fax 415 274 0528 

TO: MEMBERS, PORT COMMISSION cabiesFPORTcoMM 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



FROM: Dennis P. Bouey 

Executive Director 



# 



SUBJECT: Approval of percentage rental adjustments for Alioto's #8 and Alioto Expo 
restaurants at Fisherman's Wharf 

DIRECTOR'S RECOMMENDATION: APPROVE PERCENTAGE RENTAL 
ADJUSTMENTS SET FORTH HEREIN. 

BACKGROUND 

The 66-year leases for Alioto's #8 restaurant (Port Lease No. L-7491, dated May 1, 1970) and 
for Alioto Expo Restaurant (Port Lease No. L-7495, dated May 1, 1970) (collectively, the 
"Subject Leases") provide for the payment of percentage rental to the Port, which is subject to 
review and adjustment every 25 years during the lease term. The first such 25 year anniversary 
date was May 1, 1995 (the "Effective Date"). Due to ongoing discussions with the tenant for the 
Subject Leases, Alioto Fish Co. Ltd. ("Tenant"), Port and Tenant agreed to extend the time for 
setting the adjustment in the rate of percentage rental. Port and Tenant also agreed that the fmal 
rental adjustment would be retroactive to the Effective Date. 

The Subject Leases set forth the following three categories for percentage rental, with the 
percentages rates as indicated below: 

Alcoholic beverages and 6.5% 

all other items sold through 
the bar 

Food 5.0% 

All Other Uses 6.5% 

THIS PRINT COVERS CALENDAR ITEM NO. 5D 



Agenda Item No. 5D 
June 19, 1996 
Page 2 



The current uses of the leased premises demised in the Subject Leases include restaurant uses, 
with the majority of the leased premises being utilized for full service restaurant uses. A portion 
of the premises demised in Lease L-7495 includes parking lot uses. The parking lot on these 
premises also encumbers premises demised in a separate month-to-month license (Port License 
No. 9545, dated May 1977), containing approximately 2,241 square feet. 

Both of the Subject Leases establish a similar procedure for the review and adjustment of the 
percentage rental. If the rates of percentage rent for like uses in San Francisco in the vicinity of 
the leased premises have increased or decreased as of the adjustment date, then Port shall adjust 
the rates of percentage rent for the Subject Leases accordingly. If Tenant disagrees on the amount 
of the adjustment, then Tenant has the right to terminate the lease without liability for future rent. 

In order to determine the rate of percentage rent for like uses in the vicinity of the leased premises 
for the Subject Leases, the Port hired a consultant to perform a survey and analysis of the rates 
of percentage rents charged for like uses in the vicinity of the leased premises. Port staff also had 
several discussions with Tenant and its consultants, and considered their comments regarding the 
appropriate adjustment. However, Port staff was unable to reach agreement with Tenant as to the 
appropriate adjustment in the percentage rental. 

Port staff has concluded that the current rates for percentage rent in the vicmity of the leased 
premises for the Subject Leases are: seven percent (7.0%) for food and alcoholic beverages sold 
at restaurants providing full table service; nine percent (9.0%) for retail sales; and sixty-six 
percent (66.0%), after parking taxes, for parking lots. However, the Subject Leases obligate 
Tenant to maintain the substrucmre and exterior of its properties, which is normally the obligation 
of the landlord. A portion of Tenant's leased premises are located over water, and these 
maintenance obligations therefore include the seawall and pilings, which are significant 
obligations. Port staff concluded that the percentage rental rates for the Subject Leases should be 
lower than the rates m the vicinity of the leased premises because of these maintenance 
obligations. In addition. Port staff concluded that the parking lot on the leased premises is much 
smaller than other parking lots in the vicinity, and it is therefore much more inefficient to operate, 
with operating expenses absorbing a greater portion of the gross receipts. 

STAFF RECOMMENDATION 

Based upon the independent survey and analysis obtained from Port's consultant, the input 
provided by Tenant and its consultants, and Port's staff own consideration and review of the data 
available to it, Port staff recommends that the rates of percentage rent for the Subject Leases be 
adjusted as indicated below: 



Agenda Item No. 5D 
June 19, 1996 
Page 3 

Lease L-7491 - Alioto's #8 - Rates for percentage rents shall be adjusted, as of the 
Effective Date, as follows: 

Alcoholic beverages and all other items sold through the bar - 6.5% 

Food - 6.5% 

All Other Uses - 8.5% 

Lease L-7495 - Alioto Expo - Rates for percentage rents shall be adjusted, as of the 
Effective Date, as follows: 

Alcoholic beverages and all other items sold through the bar - 6.5% 

Food - 6.5% 

All Other Uses - 35.0% (after the parking tax has been deducted) 

In addition, the rate of percentage rent for parking under Port License No. 9545 shall be 35.0%. 



Prepared by: Frederick D. White, Durector Tenant & Maritune Services 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-69 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 
RESOLVED, 



RESOLVED, 
RESOLVED, 



The City Charter empowers the Port Commission with the power and duty 
to use, conduct, operate, maintain, manage, regulate and control the Port 
area of San Francisco; and 

under the City Charter, leases granted or made by the Port Commission 
shall be administered exclusively by the operating forces to the Port 
Commission; and 

Port Lease Nos. L-7491 and L-7495, with Alioto Fish Co. Ltd. as tenant 
("Subject Leases"), provide for adjustment in the percentage rents based 
on the determination that percentage rents for like uses in San Francisco in 
the vicinity of the leased premises have increased or decreased as of the 
date of the determination; and 

Port License No. 9545 is month-to-month; now therefore, be it 

that the San Francisco Port Commission determines that the rates of 
percentage rent for the uses of the Subject Leases in the vicinity of the 
lease premises demised in the Subject Leases have increased to the rates 
indicated in the Memorandum regarding Agenda Item 5D for the July 9, 
1996 Port Commission Meeting ("Memorandum"); and be it further 

that the percentage rents for the Subject Leases and Port License No. 9545 
shall be adjusted as indicated in the Memorandum; and be it further 

that the Executive Director or his designee is hereby authorized to execute 
all such appropriate documentation as needed to implement this Resolution. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting 
of July 9, 1996. 



I:\WP51\AHOT05A.KB\ibn\June 17, 1996 



Secretary 



PORT OF SAN FRANCISCO 



TO: 



FROM: 



MEMORANDUM 



July 9, 1996 



MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President. 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 

Dennis P. Bouey ^X^ 
Executive Dkector 




Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 41 5 274 0528 

Cable SFPORTCOMM 

Writer 



SUBJECT: Authorizmg Executive Director to execute an amendment to a Grant 
Contract (No. 93-101-229) with the California Department of Boating 
and Waterways extending the completion date of the Pier 52, Public 
Boat Ramp, Bait Shop/Cafe and Public Access project. 

DIRECTOR'S RECOMMENDATION: Authorize Executive Director to Execute 
Amendment 

The Port Commission previously accepted responsibility for managing a grant from the 
Department of Boating and Waterways for the repair of the existing public boat launch 
at Pier 52 (Resolution No. 95-7). In that same resolution, the Commission authorized 
staff to proceed with the hiring an outside consultant to prepare plans and specifications 
for a series of improvements to the Pier 52 area that would complement the activities of 
the boat ramp as well as the boating clubs on either side of the project. 

Port Staff has been working its consultant, the Arcus Design Team and the Pier 52 
Advisory Group to develop a design for the Pier 52 project site. A concepmal design 
has been completed and will be presented to the Port Conmiission at its second meeting 
in July. With the Commission's concurrence, construction drawings will then be 
developed by Arcus, and a construction bid package prepared for advertisement in 
September or October 1996. Construction is anticipated to begin on the site in January 
1997 and be completed by May, 1997. 

The original grant contract from Cal Boating expired on June 30, 1996. The Cal 
Boating Commission at its May meeting authorized staff to extend the grant agreement 
until May 1, 1998. It is recommended that The Port Commission authorize the 
Executive Director to execute the proposed amendment to extend the completion date 
of the contract. 



Prepared by: Cliff Jarrard, Chief Harbor Engineer 
THIS PRINT COVERS CALENDAR ITEM NO. 6A 



PORT COMMISSION 
CITY & COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-71 



WHEREAS, 



the Port Commission formally accepted responsibility from the 
San Francisco Recreation and Park Department for managing a 
grant from the California Department of Boating and 
Waterways for improvements at Pier 52; and 



WHEREAS, 



the grant contract with Cal Boating expired on June 30, 1996; 
and 



WHEREAS, 



both Cal Boating and the Port of San Francisco wish to 
complete the grant project as well as a series of further 
improvements to Pier 52; now, therefore, be it 



RESOLVED, 



that the Port Commission hereby authorizes the Executive 
Director to execute an amendment to Grant Contract No. 93- 
101-229 to extend the completion date until May 1, 1998. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of July 9, 1996, 



Secretary 



CITY & COUNTY OF.S ANFRANCISCO 
J>r PORT COMMISSION 

5 MINUTESOFJlffiMEETING DOCUMENTS DEPT. 

^ /^ (o ^ ^-^ AUG 1 9 1996 

SAN FRANCISCO 

1. ROLL CALL PUBLIC LIBRARY 

The meeting was called to order by Commission President Michael Hardeman at 4:05 
p.m. The following Commissioners were present: Michael Hardeman, Frankie Lee, 
Preston Cook and Denise McCarthy. Commissioner James Herman arrived at 4:10 p.m. 

2. APPROVAL OF MINUTES - June 25, 1996 

Commissioner Lee noted that on Item 3D, Commissioner Denise McCarthy's name was 
misspelled. 

ACTION: Commissioner Cook moved approval; Commissioner Lee seconded the 

motion. All of the Commissioners were in favor; the minutes of the meeting 
were adopted. 

3. EXECUTIVE 

A. Executive Director's Report 

1) The waterfront extravaganza on July 4 was extremely successful. Notable this 
year was that the fireworks extravaganza wrapped around the northern waterfront 
to the Ferry Building. Approximately 250,000 people were in attendance. 

2) Cliff Jarrard and other staff members met with representatives of the SAFER 
group, who appeared at the last meeting. They've raised several issues such as 
repairing the benches and railings at the ferry plaza; staff has agreed to institute a 
work order to fix them. With regard to the concrete surface, there is a contract 
in place which should correct most of the problems. 

3) Last week, Catellus served notice that they will rescind their license agreement 
with the Port. The Port has a land transfer agreement with Catellus Corporation 
and subsidiary to that is a license agreement which was to provide for a wetlands 
that Catellus was to develop as part of their development agreement with the 
City. Since the development agreement has fallen through, they see no reason to 
contmue with the license agreement. The Port will lose about $1 million in rent. 
Staff has indicated to Catellus that the land transfer agreement is still in place and 
has suggested further discussion. There are land parcels opposite Pier 50 owned 
by the Port and Catellus and, perhaps, if the two entities join forces, a third party 
can be persuaded to develop the area. Mr. Bouey indicted that staff will continue 

M070996.igq -1- 



its conversation with Catellus. 

Commissioner Lee commented that the fireworks extravaganza was well 
organized; people were orderly. Commissioner Hardeman concurred with 
Commissioner Lee and added that security was evident everywhere. 

B. Approving resolution in support of an underground parking garage on the southern 
half of Block 202 to he included as part of the preferred alternative for the Mid- 
Fmharcadero Re placement Projec t (Resolut ion No. Q6-74). 

The entire Embarcadero roadway project, which the Port supported wholeheartedly, 
has resulted in the Port losing ahnost 1 ,000 parking spaces and a million dollars of 
annual rent. Included in this number are 340 parking spaces that will be replaced by 
the Mid-Embarcadero roadway project. In trying to achieve several objectives, one 
of which is to replenish those lost monies, but more importantly to make the Ferry 
Building project a reality, staff recommends to the Commission the endorsement of 
the underground garage. He mentioned that Rebecca Kohlstrand is in attendance to 
answer questions the Commission may have. Mr. Bouey also added that it's the 
Port's position that the garage should be underground and above it should be open 
space. 

Commissioner Cook stated that he supports this item for all the reasons mentioned in 
the package as well as those enumerated by the Executive Director. He feels that lack 
of a garage would be detrimental to this project and he enthusiastically supports a 
parking facility across the street. Commissioner Lee echoed Commissioner Cook's 
comments. 

Norman Rolfe, San Francisco Tomorrow, indicated that providing more parking 
draws more autos, more traffic congestion, more air pollution and affects other parts 
of the City. He pointed out that there is plenty of parking available in the area. He 
was surprised to learn that there will be a loss of 1,000 parking spaces, contrary to 
Mr. Bouey 's presentation at the Planning Commission hearing. The economics of 
this project are questionable. It represents poor planning and poor use of public 
funds. 

Lorita D. Aarons concurred with Mr. Rolfe. With regard to parking, she stated that 
the Port can find parking on its own land or piers, not on someone else's 
neighborhood. She stated that there is no need for a fifth parking garage. 

Ms. E. Weiss indicated that this is not a wise decision and the garage should not be 
developed. She believes this is the wrong location for a garage and suggested another 
location to build a garage. The Port should develop the Port not this parcel of land. 
Residents are against the development of this area and petitions are in place. She 
urged the Commission not to pass this resolution. 

Eula Walters, representing the Citizens for Open Space, handed the Commission a 
copy of a letter opposing the construction of the underground garage. 



M070996.igq 



Esther "b" Woeste, representing the Golden Gateway Tenants Association, stated that 
they would like to keep the parcel as is. She suggested to prove the need of the 
garage before building it. 

Commissioner Lee reiterated that the garage will be built underground and the above 
ground will be open space. Mr. Bouey indicated that a final decision has not been 
made but this is in keeping with the Port Commission goals to keep above ground 
open space. Mr. Bouey corrected the first speaker's comments. The Port is this 
City's only market-driven business. We have been successful in the last couple of 
years. We posted a profit last year. We will post another one this year. With regard 
to the project, Dept. of Parking and Traffic and other agencies are looking at the 
traffic patterns. The occupancy is quite high. It is prudent that we have a garage 
given the time and the occupancy. 

Commissioner Hardeman commented that he has worked with Mr. Rolfe while he 
was at PUC. Staff has put a lot of effort on this project. He realizes how expensive 
it is to building an underground garage. 

ACTION: Commissioner Cook moved approval; Commissioner Lee seconded the 
motion. All of the Commissioners were in favor; the resolution was 
adopted. 

4. LEGISLATIVE 

5. TENANT & MARITIME SERVICES 

A. Approval of lease with Breda Transportation, Inc. at Transit Shed D, Pier 80 (at foot 
of Cesar Chavez Blvd.); and approval of co-t ermin ation of existing lea se with Breda 

Mr. Bouey stated that this item was continued from the last meeting. Breda proposes 
to terminate its existing lease with the Port and enter into a new lease for all of 
Transit Shed D. The term of the lease is five years, commencing March 1, 1997. 
The rent during any holdover tenancy would be $54,000 per month. He emphasized 
that this operation will not interfere with the future use of Pier 80 as a container cargo 
terminal. The lease can be terminated by the Port with 12 months prior notice if Shed 
D does need to be incorporated into a future cargo terminal operation. 

Mr. Edward Gable, representative from the Millwrights Union, appreciated the 
Commission's earlier decision to table this item. He raised questions on safety and 
quality of the vehicle's parts. He realized that he's appearing at the Port Commission 
and not at the other Commission. He was not contesting the lease agreement. 

Commissioner Herman stated that the issue was whether the prevailing wage was 
being adhered to. He understands that there's a meeting with Muni. The questions 
posted are not related to the Port Commission. Prevailing wage is part of the fair 
labor standard. This is not a question that the Port Commission has the authority to 

M070996.igq -3- 



evaluate and make a ruling on. 

ACTION: Commissioner Cook moved approval; Commissioner Lee seconded the 
motion. All of the Commissioners were in favor; the resolution was 
adopted. 

B. Approval of leases with Darling Tntemational Inc. locat ed on Ama dor Street at Pier 
Q2 for a cargo sourcing use, and approval of termin ation of le as es with B aker 
Commodities, Inc. located on Amador vStreet at Pier 92. (Resolution No. 96-72) 

Mr. Bouey stated that the Port entered into a lease with Baker Commodities for 60 
years for 78,400 sq. ft. at three cents per sq. ft. with a cost of living adjustment every 
ten years. In 1968, Baker leased the facilities to Darling International. 

The proposed transaction is as follows: Parcel A - terminate the month-to-month 
lease with Baker Commodities and then enter into a new lease for Parcel A, 
commencing September 1, 1996, terminating on May 19, 1998, as there is a window 
to terminate the 3-cent lease with Baker on May 19, 1998. After terminating the 60 
year lease with Baker for Parcel B, we then want to enter into a new 30-year lease 
with Darling for both Parcels A and B, which would be effective May 20, 1998. The 
final transaction will leave Darling International leasing premises both Parcel A and B 
at approximately 13 cents per sq. ft. They are also committed to the improvements 
which they have already built. As well, they are a maritime use in that they have 
approximately two ship calls per month. They also hope to increase that amount. 
Darling is a national company and they have the ability to move their business 
elsewhere. The plants that are currently in place would have limited or no other uses. 
He believes this is in the Port's best interest to retain Darling International and retain 
this maritime use. 

ACTION: Commissioner Cook moved approval; Commissioner Lee seconded the 
motion. All of the Commissioners were in favor; the resolution was 
adopted. 

C . Approval of Second Amendment to Noii^ExclusivtManagein^eiiLAgreemejitjmih 
Stevedoring Services of America at Pier 94-96, Cargo Way and Jennings Street. 
(Resolution No. 96-73) 

Mr. Bouey stated that in October 1993, Cosco (the Port's largest shipping line) 
canceled its lease with the Port of San Francisco. In November 1993, one of the 
stevedoring facilities operating Pier 80 indicated that since the Port had lost critical 
mass, it would be withdrawing their services. The Port negotiated with those 
stevedoring services hoping to forge a joint use agreement but was not successful. 
Metropolitan, in 1994, closed down their operation. In January 1994, Evergreen 
indicated that when their contract expired, they also would be moving. It is in the 
Port's interest to remain a cargo facility and to retain a stevedoring operation. Last 
year, we developed a strategy to compete for non-intermodal cargo, project cargo and 
breakbuUc cargo. Staff feels that if we are to be a player, we have to remain open. 

M070996.igq -4- * 



With regard to the attached resolution which provide for a subsidy for up to 
$715,000, he asked the Commission to amend it to a fee of up to $750,000. SSA 
notified the Port that they are in negotiation with the Longshoreman's Union and that 
they believe that their wage package may include an additional $25,000 or more in 
cost. If we attract other shipping lines to the Port, we would get credit against this 
number but if we are not able to bring additional businesses over the next year, we 
would be liable for the entire $750,000. 

In response to Commissioner McCarthy's inquiry regarding how many employees are 
employed, Mr. Bouey replied that there is an accountant, a terminal manager and 
security personnel (provided by ILWU). As ships come in, additional ILWU union 
members are brought in to work in the facility. 

Commissioner Lee conmiented that this is a tough decision to make. He's not sure 
how much longer he can support this type of transaction. Mr. Bouey concurred with 
Commissioner Lee and added that this needs to be evaluated on a yearly basis. For 
the moment, however, this is something the Port must do. 

Commissioner Cook stated that he had a great deal of difficulty on this issue. As a 
Commissioner, this is one of the most difficult decisions that he will make. He, 
however, concluded that he must vote against this issue. By virtue of his vote, it 
indicates that shipping does not work in the Port of San Francisco. He came to this 
conclusion through reading, discussions and through the lost of shipping. There hasn't 
been a profit for a long time. Shipping has been subsidized by the Port for many 
years. This Commission should not take any blame that shipping was pushed out of 
San Francisco; there has never been vote to do this. Mr. Bouey has been very 
creative and innovative in the maritime department. By voting against this issue, he 
does not, in any way, disrespect the staff as staff has worked very hard and diligently 
to make this Port work. This subsidy will represent almost half of next year's 
projected profit. If he felt that there was a strong possibility that there will be 
increased shipping in the near future, he would probably vote differently. He 
believes it is unfair to other tenants to continue this subsidy on something that does 
not work. 

Commissioner Herman indicated that subsidies are not a principal that are unique to 
the maritime industry or to the difficulties of a maritime entity in this Port. A myriad 
of other things are subsidized in the hope that circumstances or conditions that result 
from that assistance made the subsidy worthwhile. This Port is a public entity. This 
is part of a larger proposition of attracting business that had been basic to the Port. 
The citizens of this community have without exception given full support to the 
techniques necessary to retain maritime because of its significance to this community. 
The Congress is now debating a subsidy for the American Maritime Industry in order 
to preserve the industry. While no one can find great joy in the necessity of this and 
while the objective is that it be a temporary technique that will hopefully renew 
maritime, it is the Port's obligation to the community. If the Port does not provide 
the subsidy, that company will go elsewhere. He can appreciate the reluctance of 
other Commissioners not to jump into the continuation of a subsidy arrangement but 

M070996.igq -5- 



he's more sympathetic to its need in an effort' to try another tactic in attracting cargo 
that is necessary in order to preserve San Francisco's basic industry. 

Commissioner Hardeman commented that if you compare the subsidy with the 
Municipal Railway, for every dollar that goes into the box, two dollars is subsidized. 
He acknowledged Wendy Linka's presence and reiterated that the Mayor has given 
directive to the Port to be pro-maritime. 

ACTION: Commissioner Lee moved approval; Commissioner Herman seconded 
the motion. Four of the Commissioners were in favor; Commissioner 
Cook cast the dissenting vote. The resolution was adopted. 

D. Ap proval n f percentage rental adjustment for Alioto's #8 and Alioto Fxpo Rest aurants 
at Fisherman's W harf. (Resolution No. 96-69) THTS TTEM WAS PTJT OVER. 

6. FACILITIES & OPERATIONS 

A. Authorizing the Executive Director to execute an amendment to a Grant Contract 
(No. 93-101-22 9) with the California Department of Boating and Waterways 
extending the completion date of the project. (Resolution No. 96-71) 

Mr. Bouey stated that a conceptual design is completed for Pier 52 and will be 
presented at the next meeting. If the Commission concurs with the design, 
construction drawings will be developed and a construction bid package will be 
prepared for sometime in Fall 1996. Construction is anticipated to begin m January 
1997 and may be completed in May 1997. Accordingly, an extension on our grant 
from Cal Boating is needed. Cal Boating in its May meeting, authorized its staff to 
extend the grant agreement to May 1, 1998. Staff is asking for the Commission to 
authorize the Executive Director to execute the proposed amendment to extend the 
completion date of the project. 

ACTION: Commissioner Lee moved approval; Commissioner Herman seconded 
the motion. All of the Commissioners were in favor; the resolution was 
adopted. 

7. PLANNING & DEVELOPMENT 

8. ADMINISTRATION 

9. CONSENT CALENDAR 

10. NEW BUSINESS / PUBLIC COMMENT 

Mike Thomas, representing SAFER, gave the Commission a report following their July 2 
meeting with Roberta Jones and Cliff Jarrard. At the meeting, Mr. Jarrard agreed that 
within one week, there would be an investigation regarding the cost of the sinks for the 
ferry plaza. He agreed that the railings will be repaired within one month's time and if 

M070996.igq -6- 



possible, the broken benches removed from the ferry plaza will be replaced within six 
months. The surface will be completed in November 1996. Within two weeks, signs will 
be posted identifying where local public restrooms are and within two weeks time, there 
will be an investigation regarding the feasibility of putting a portable restroom in the ferry 
plaza. They're glad to find out that there is an available meetmg room in the Ferry 
Building after work hours. 

Robert Brown stated that he is concerned about the restroom facility. He believes that the 
Port should stop depending on the restaurant to provide restrooms and to take the lead in 
installing restrooms. 

Tyler Fosso stated that he is concerned about the broken benches that were removed and 
was wondering why the Port will not replace them. He urged the Commission to have the 
benches replaced. 

Simon Alejandrino stated that he is concern about the sinks at the ferry plaza. They were 
told that a week from the meeting they would hear about the feasibility of installing the 
sinks but have not heard anything yet. 

Mr. Bouey recapped his earlier comments that Cliff and Roberta met with the Safer 
representatives. With regard to issues such as the benches, the railings and the surface, 
staff is committed to repairing them. With regard to the benches, he does not have a 
timetable but any benches that have been removed would be replaced. With regard to the 
community room, the Commission room is rented for a nominal charge because the Port 
incur additional charges. With regard to the restrooms and the sinks, this would involve 
plumbing. With regard to Cliffs commitment to the speakers, Mr. Bouey had some 
concerns about a couple of issues such as the restrooms. If we are going to resolve the 
issue it is not enough to put up signs for the restrooms that are not available. Staff will 
certainly give serious thought to the issues raised. 

Commissioner Herman indicated that he is impressed with a group of young people who 
are involved in something extraordinary and advantageous to a large number of people. 
He, too, is sympathetic to the addition of a portable restroom for the public at large. A 
bench is something that the Port would be able to put together so that the people who visit 
the waterfront will have the basic conditions of comfort. He thinks these things are 
necessary and he was overwhelmed with the pleasure of seeing young people engaged in 
something healthy and advantageous to anyone who participates in any form in the 
waterfront. He hopes that staff would find the time to expedite the basic issues. He's 
aware of the difficulty it would cause but he knows that along the waterfront staff can 
evaluate the use of restrooms. He asked staff to see what can be done to expedite the 
accommodations for everyone who comes to the waterfront and get a benefit from it. 

Commissioner Lee asked the group to come back to the Commission and apprise them of 
the status if staff has not done what it promised to do. He also concurred with 
Commissioner Herman's comments. 

Commissioner Cook also concurred with Commissioner Herman's comments. He added 



M070996.igq 



that the group is well organized and determined and requested the group to update the 
Commission on its progress. 

Commissioner Hardeman complimented the group for being good negotiators. He 
appreciated their taking the time to bring their concerns to the Commission. He also 
concurred about Commissioner Herman's comments, in particular, about young people 
volunteering their time for the betterment of the community. 

11. EXECUTIVE SESSION 

At 5:30 p.m., the Commission Secretary announced that the Commission will withdraw to 
executive session to discuss the following: 

A. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This session is 
closed to any non-City /Port representative. * 

1) Property: Port property located at Berry Street and Second Street (China Basin). 
Person Neg otiating: Port representative: Dennis P. Bouey, Executive Director 
*San Francisco Giants Representative: Larry Baer, Vice President 

Under Negotiation: Price Terms of Payment / Both 

An executive session has been calendared to discuss real property negotiations 
between the Port and San Francisco Giants, regarding the proposed ballpark. 
This is specifically authorized under California Government Code Section 
54956.8. 

B. Vote in open session on whether to disclose Executive Session discussions (S.F. 
Admin. Code Sec. 67.14) 

At 6:12 p.m.. Commissioners Hardeman, Lee, Cook and McCarthy returned from 
executive session and convened in public session. Legal Counsel Julie Van Nostem 
announced that Commissioner Herman had to leave. 

ACTION: Commissioner Lee moved approval to not disclose any information discussed 
in the executive session; Commissioner McCarthy seconded the motion. All 
of the Commissioners were in favor. 

The meeting was adjourned at 6:15 p.m. 



M070996.igq 







DOCUMENTS DEP*i". 

JUL 18 1996 

SAN FRANCISCO 
PUBLIC LIBRARY 



NOTICE OF CANCELLATION 



/a 



V 



THE REGULAR.7ORT COMMISSION MEETING SCHEDULED FOR 

TiJESDAY^IILY 23,T996>T 4:00 P.M. 

IS HEREBY CANCELLED 



♦•♦•♦•♦ 



THE NEXT REGULAR PORT COMMISSION MEETING 
IS SCHEDULED FOR 



TUESDAY, AUGUST 13, 1996 at 4:00 p.m. 



in the Port Commission Room 

Suite 3100, Ferry Building 

San Francisco, CA 94111 






(415) 274-0406 



C072396.igq/1 



DISABILITY ACCESS 



The Port Commission office is located on the third floor of the Ferry Building, Suite 3100. 

The Port office is wheelchair accessible. Accessible seating for persons with disabiUties 
(including those using wheelchairs) will be available. The closest accessible BART 
station is Embarcadero Station located at Market and Steuart Streets. The closest 
accessible MUNI Metro station is Embarcadero station located at Market and Spear 
Streets. Accessible MUNI lines serving the Ferry Building are the 9, 31, 32 and 71. For 
more information about MUNI accessible services, call 923-6142. 



There is accessible parking at the Ferry Building and at the pubhc lot in the 
Embarcadero median in front of the Ferry Building. 



Assistive listening devices are available for use in the Port Commission Meeting. 

The following services are available on request 72 hours prior to the meeting. Please contact 
Frank Palumbo at (415) 274-0559. Late requests will be honored if possible. 

• American Sign Language Interpreters 

• The use of a reader during the meeting 

• A Sound Enhancement System 

• Minutes of the Meeting in Alternative Formats 

• Large Print of the Agenda 

In order to assist the City's efforts to accommodate persons with severe allergies, environmental 
illnesses, multiple chemical sensitivity or related disabilities, attendees at public meetings are 
reminded that other attendees may be sensitive to various chemical-based products. Please help 
the City accommodate these individuals. 

Know Your Rights Under the Sunshine Ordinance 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to conduct the 
people's business. This ordinance assures that deliberations are conducted before the people 
and that City operations are open to the people's review. 

For more information on your rights under the Sunshine Ordinance (Chapter 67 of the San 
Francisco Administrative Code) or to report a violation of the ordinance, contact the Sunshine 
Ordinance Task Force at 554-6075. 



/ 



-/r 



SAN FRANCISCO 
PORT COMMISSION 

REGULAR MEETING 

I 4:00 P.M., TUESDAY <^UGUST 13, 1996 "> 

/ FERRY BUILDING, SUITE 3100 

SAN FRANCISCO, CALIFORNIA 



//3/f(. 



/.GENDA 



1. ROLL CALL 



2. APPROVAL OF MEWTES - July 9, 1996 

3. EXECUTIVE 

A. Executive Director's Report 

4. LEGISLATIVE 

5. TENANT & MARITIME SERVICES 



DOCUMENTS DEPT. 

AUG - 8 1996 

SAN FRANCISCO 
PUBLIC LIBRARY 



A. Approval of lease relocating Omar's Cafe in the World Trade Center/Ferry Building. 
(Resolution No. 96-75) 

B. Approval of Consent to Encumbrance of Leasehold Estate, Agreement and Estoppel, 
regarding Lease and Supplemental Lease between Port and Gerson Bakar & 
Associates, for property located on SWL 322 at Front and Vallejo Streets. 
(Resolution No. 96-76) 

C. Approval of percentage rental adjustment for Alioto's #8 and Alioto Expo Restaurants 
at Fisherman's Wharf. (Resolution No. 96-69) 

6. FACILITIES & OPERATIONS 

A. Authorization for the Executive Director to execute a Type 2 Contract Modification to 
substimte the work on two cranes in place of work on two other cranes for 
Construction Contract No. 2610, "Pier 68 Shipyard Cranes Improvements." 
(Resolution No. 96-77) 

7. PLANNING & DEVELOPMENT 

A. Informational presentation on the conceptual design of the Pier 52 Public Boat Ramp, 
Bait & Tackle and Eating Facility. 

B. Resolution approving and urging the execution of a Memorandum of Agreement by 
the Mayor and Clerk of the Board of Supervisors for the transfer from Caltrans to the 
City of San Francisco of four parcels of property near the intersection of Howard 



A081396.igq 



•1- 



Street and Steuart Street, approving the acceptance by the Director of Property of 
such parcels, and authorizing the jurisdictional transfer of such parcels from the City 
to the Port. (Resolution No. 96-78) 

8. ADMINISTRATION 

A. Revisions to Approval of Bid and Award of Revenue Bond Reserve Fund Investment 
Agreement. (Resolution No. 96-54) 

9. CONSENT CALENDAR 

A. Approval for one Port representative to attend the 1996 Annual American Association 
of Port Authorities Convention in Vancouver, British Columbia, in accordance with 
the FY 96-97 budget. (Resolution No. 96-79) 

B. Approval of Ground Lease, Attornment and Nondisturbance Agreement between Port, 
Clip Clop m Partners, Ltd. and tenant of Francisco Bay Office Park on SWLs 315, 
316 and 317 at Montgomery and Francisco Streets. (Resolution No. 96-80) 

C. Approval for one Port representative to attend meetings of Port representatives and 
travel industry leaders in Boston regarding domestic cruise itineraries and to 
participate in the American Association of Travel Agents annual lobbying event in 
Washington, D.C., in accordance with the FY 96-97 budget. (Resolution No. 96-81) 

10. NEW BUSINESS / PUBLIC COMMENT 

11. EXECUTIVE SESSION 

A. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - Ibis_S£SSi(mAs 
closed to any no n^^nt^i/EojiJiej2r£S£nlattm^ 

1) Property: Port property located at Berry Street and Second Street (China Basin). 
Legotiating: Port representative: Dennis P. Bouey, Executive Director 
jiantsJB£presejitatiYe: Larry Baer, Vice President 

Under Negotiation: Price Terms of Payment /_ Both 

An executive session has been calendared to discuss real property negotiations 
between the Port and San Francisco Giants, regarding the proposed ballpark. 
This is specifically authorized under California Government Code Section 
54956.8. 

B. CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING 
LITIGATION MATTERS 

1) Excelsior/BAPC v. CCSF 

San Francisco Superior Court No. 972-343 

A081396.igq -2- 



2) CCSF V. David Weiss, Pier 32 Market, Inc., et.al. 
San Francisco Superior Court No. 969-872 

The City Attorney is of the opinion that based on existing facts and 
circumstances, discussion of existing litigation matters in open session would 
prejudice the legal position of the Port. An executive session is specifically 
authorized under California Government Code Section 54956.9(c). 

C. Vote in open session on whether to disclose Executive Session discussions (S.F. 
Admin. Code Sec. 67.14) 

12. ADJOURNMENT 

Public comment is permitted on any matter within Port jurisdiction, and is not limited to agendi 
items. Public comment on non-agenda items may be raised during New Business/Public 
Comment. Please fill out a speaker card and hand it to the Commission Sec retary . 

DISABILITY ACCESS 

The Port Commission office is located on the third floor of the Ferry Building, Suite 3100. The Pon 
office is wheelchair accessible. Accessible seating for persons with disabilities (includiag those using 
wheelchairs) will be available. The closest accessible BART station is Embarcadero Station located at 
Market and Steuart Streets. The closest accessible MUNI Metro station is Embarcadero station located 
at Market and Spear Streets. Accessible MUNI lines serving the Ferry Building are the 9, 31, 32 and 
71. For more information about MUNI accessible services, call 923-6142. 

There is accessible parking at the Ferry Building and at the public lot in the Embarcadero median in 
front of the Ferry Building. Assistive listening devices are available for use in the Pon Commission 
Meeting. 

The following services are available on request 72 hours prior to the meeting. Please contact Frank 
Palumbo at (415) 274-0559. Late requests will be honored if possible. 

• American Sign Language Interpreters • The use of a reader during the meeting 

• A Sound Enhancement System • Minutes of the Meeting in Alternative Formats 

• Large Print of the Agenda 

In order to assist the City's efforts to accommodate persons with severe allergies, environmental 
illnesses, multiple chemical sensitivity or related disabilities, attendees at public meetings are reminded 
that other attendees may be sensitive to various chemical-based products. Please help the City 
accommodate these individuals. 

Know YojiuLEights_UndexJhe_SunshineJ3jdinance 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to conduct die people's 
business. This ordinance assures that deliberations are conducted before the people and that City 
operations are open to the people's review. For more information on your rights under the Sunshine 
Ordinance (Chapter 67 of the San Francisco Administrative Code) or to report a violation of the 
ordinance, contact the Sunshine Ordinance Task Force at 554-6075. 

A081396.igq -3- 



PORT OF SAN FRANCISCO 

MEMORANDUM 




I 



Ferry Building 
San Francisco. CA 94111 
Telephone 415 274 0400 
Telex 275940 PSFUR 
Fax415 274 052S 
August 5, 1996 Cable SFPORTCOMM 



Writer 



TO: MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



FROM: Dennis P. Bouey 

Executive Director 



llif) 



SUBJECT: "Approval of lease relocating Omar's Cafe in the World Trade Center/Ferry 
Building. 



•'e- 



DIRECTOR'S RECOMMENDATION: APPROVE LEASE AS SET FORTH BELOW. 



BACKGROUND 

Since November 20, 1990, Omar Shafi has operated Omar's Cafe in the first floor of the Ferry 
Building. The premises consist of a 770 sq. ft. cafe and a separate 347 sq. ft. storage space, 
totaling 1,117 sq. ft. The current base rent is $1,046.23, or an average of $0.94 per square foot 
for the entire space (representing approximately $1.10 per square foot for the cafe space, and 
$0.57 per square foot for the storage space). The lease also provides for percentage rent of 1 1 % , 
offset by the base rent. Omar Shafi is currently holding over on a month-to-month basis under 
Port Lease No. 11588, a five-year lease which expired on November 19, 1995. 

As a part of Stage n of the Ferry Building Seismic Mitigation Project, shear walls will be 
constructed in the existing Omar's Cafe premises. This work is expected to commence in late 
1996. Omar's Cafe will therefore have to vacate its premises before this work commences, and 
the existing premises will not be available for this purpose after the seismic work is completed. 
There is not a suitable relocation site for a cafe in the Ferry Building during or after completion 
of the seismic project, but an alternative relocation site ("Relocation Premises") has been 
identified in the World Trade Center, adjacent to the Amtrak Terminal (which is shown on the 
attached site plan). The Relocation Premise is now only a shell, with all tenant improvements 



THIS PRINT COVERS CALENDAR ITEM NO. 5 A 



I 



Agenda Item No. 5 A 
August 5, 1996 
Page 2 

having been demolished. Substantial improvements will therefore be necessary to relocate 
Omar's Cafe to the Relocation Premises. In addition, the Port is not able to enter into any long- 
term lease for the World Trade Center/Ferry Building ("WTC/FB") due to the planned renovation 
oftheWTC/FB. 

Because of the substantial improvements required to the Relocation Premises and because of the 
short term available to build up a new business and amortize the tenant improvements, Port staff 
determined that it would be impractical to bid this retail opportunity. Port staff further 
determined that it was in the interest of the Port and the tenants of the WTC/FB to negotiate a 
lease for Omar's Cafe to relocate to the Relocation Premises, with Omar's Cafe making the 
investment in the improvements to these premises. This would enable Omar's Cafe to continue 
providing convenient food and beverage service for the tenants of the WTC/FB and for visitors 
to the WTC/FB. 

EROJPQSEDJLEASE 



A new lease (Port Lease No. L-12287) has been negotiated by Port staff and Omar's Cafe on the 



following terms and conditions: 



Tenant: Omar Shafi and Becky Shafi, d.b.a. Omar's Cafe. 

Premises: 1 , 148 square feet of space located on the first floor of the World Trade 
Center adjacent to the Amtrak Terminal, as shown on the attached site plan. 

Term: Three years, commencing on the earlier of the date Omar's Cafe opens for 
business to the public in the Premises, or January 1, 1997. (Tenant will 
specifically acknowledge that the tenancy is for only three years, with no 
representation either explicit or implicit that a term longer than three years is 
expected or promised. The lease will also contain the standard Port language 
giving the Port the right to terminate the lease for a Port project upon six months 
notice.) 

Base Rent: $1,658.00 per month, with annual cost of living increases. This 
represents an overall rental rate of $1.44 per square foot. In calculating this rent, 
recognition was given the fact that the Relocation Premises are unusually narrow 
and long, being approximately 14 - 15 feet wide and 78 feet deep. The rental was 
thus calculated for the front 60% of the Premises at $2.00 per square foot and for 
the rear 40% of the Premises (representing storage space) at $0.60 per square foot. 



Pexc^nt 



11% of gross receipts, offset by the base rent due. 



Agenda Item No. 5 A 
August 5, 1996 
Page 3 



Maintenance and Utilities : Tenant shall be responsible for all maintenance and 
repairs to the Premises, but Port shall be responsible for monthly electricity 
charges. 

Tenant Improvements : Tenant will accept the Premises m their "as is" condition, 
with Tenant being responsible for making all improvements and alterations to the 
Premises. Based upon the budget prepared by Tenant's contractor (Commercial 
& Interior Construction, Inc.), Tenant anticipates spending $146,867.00 on these 
improvements and alterations. This cost includes demolition, asbestos removal, 
concrete patching, carpentry, storefront, painting, plumbing, HVAC, and electrical 
work. It excludes furniture, and trade fixtures and equipment. 

Rent Credit : Port will grant Tenant rent credits equaling 100% of the base rent as 
it becomes due for the cost of the improvements described in Item 7 above. 
Excluding cost of living increases, the base rent for the three year lease term will 
• total $59,688.00, representing approximately $52.00 per square foot, or 40.6% of 
the projected total improvement and alteration costs. The total amount of rent 
credits approximates the cost the Port as landlord would incur to make the space 
rentable. 



Prepared by: Kirk W. Bennett, Acting Director Tenant & Maritime Services 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION No. 96-75 



WHEREAS, 



Section B3.581 of the City Charter empowers the Port Commission with 
the power and duty to use, conduct, operate, maintain, manage, regulate 
and control the Port area of San Francisco; and 



WHEREAS, 



WHEREAS, 



Under Section B3.581 of the City Charter, leases granted or made by the 
Port Commission shall be administered exclusively by the operating forces 
of the Port Commission; and 

It is impractical for the Port to bid the deli/cafe retail opportunity in the 
World Trade Center/Ferry Building (WTC/FB) because (1) the Port cannot 
offer long-term leases in the WTC/FB due to the anticipated renovation of 
the WTC/FB, (2) the existing deli/cafe, Omar's Cafe, must vacate its 
existing premises, which it occupies on a month-to-month basis due to 
Stage n of the Ferry Building Seismic Mitigation Project, (3) the only 
available relocation space for a deli/cafe is an unimproved space adjacent 
to the Amtrak: Terminal, necessitating substantial tenant improvements, and 
(4) it would not be feasible for a new operator to build a new business and 
amortize these substantial improvements over a three-year term. 

Omar Shafi and Becky Shaft, the operators of Omar's Cafe, are willing to 
make a substantial investment in the relocation premises and to relocate 
Omar's Cafe in return for a three-year lease and partial rent credits for 
these improvements; now therefore, be it 

That the San Francisco Port Commission hereby approves entering into 
Lease No. L-12287 between the Port and Omar Shafi and Beck>^ Shafi, 
d.b.a. Omar's Cafe, on the terms and conditions outlined in the 
Memorandum to the Port Commission for Agenda Item 5A for their August 
13, 1996 meeting, and authorizes the Executive Director of the Port, or 
his designee, to execute the same on behalf of the Port, in such form as is 
approved by the City Attorney. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting 
of August 13, 1996. 



WHEREAS, 



RESOLVED, 



Secretary 



G:\WP51\AGENDAS\0MARCAFE.KB\ibn\August 6. 1996 



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PORT OF SAN FRANCISCO 



MEMORANDUM 



August 7, 1996 




Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



TO: 



FROM: 



MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 

Dennis P. Bouey jOjl) 
Executive Director l/T ' 



SUBJECT: Approval of Consent to Encumbrance of Leasehold Estate, Agreement and 
Estoppel, regarding Lease and Supplemental Lease between Port and Gerson 
Bakar & Associates, for property located at SWL322 



G. B. Associates ("Tenant") leases property from the Port, located at SWL 322 as the 
assignee of a Lease and Supplemental Lease, both dated as of October 23, 1973, between 
the Port and George L. Burger. Tenant has constructed an office building on the premises, 
currently occupied in part by CC/ABC-KGO. Tenant is in the process of refinancing its 
project through its existing lender. Bank of America, with a $4.1 Million loan. As a 
condition of the refinancing, BofA is requesting the Port to agree the proposed Consent to 
Encumbrance agreement. The Lease allows the tenant to encumber its leasehold estate, and 
provides certain mortgagee protections which are consistent with the provisions of the 
proposed Consent to Encumbrance Agreement. 

BofA is requesting the Port to consent to two provisions which deviate from the mortgagee 
protections offered under the Lease. First, the proposed agreement gives BofA 60 
additional days to either cure any non-monetary defaults under the lease or commence 
foreclosure. The Lease currently allows only 30 additional days. Second, BofA has 
requested that insurance proceeds and condemnation proceeds be subject to the rights of 
BofA under the deed of trust in the event of damage or destruction or documentation. 



THIS PRINT COVERS CALENDAR ITEM NO. 5B 



Page 2 



BofA has provided the Port with a review copy of the deed of trust. The deed of trust 
provides that all insurance proceeds be used first to rebuild the premises. Since the Lease 
does not provide for termination of the Lease in the event of damage or destruction, any 
insurance proceeds would first go to rebuild the Premises (protecting the Port's interest). 
Any excess insurance proceeds would be payable to the lender to the extent required to pay 
down the loan. In the event of a condemnation by eminent domain, BofA would be repaid 
out of the condemnation proceeds to the extent of its outstanding loan to Tenant. 

The form of Agreement represents current standard practice and does not substantially alter 
the Port's rights under the Lease, except with regard to condemnation proceeds. The Port 
Commission has approved similar agreements in the past, most recently with the Waterfront 
Restaurant. 



Prepared by: Kirk Bennett, Acting Director of Tenant & Maritime Services 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96^16 



WHEREAS, 



WHEREAS, 



WHEREAS, 



Charter Section B3.581 empowers the Port Commission with power 
and duty to use, conduct, operate, maintain, manage, regulate and 
control the Port area of San Francisco; and 

Under Charter Section B3. 58 1(g) leases granted or made by the Port 
Commission shall be administered exclusively by the operating forces 
of the Port Commission; and 

G.B. Associates ("Tenant") is the assignee of the Lease and 
Supplemental Lease, both dated as of October 23, 1973, between the 
Port and George L. Burger for property located at Seawall Lot 322; 
and 



WHEREAS, 



RESOLVED, 



Tenant is in the process of refinancing its project through its existing 
lender. Bank of America, with a $4.1 Million loan, and has requested 
the Port to agree to the proposed Consent to Encumbrance of 
Leasehold Estate, Agreement and Estoppel ("Agreement"), a copy of 
which is attached to the Memorandum of Agenda Item 5B for the Port 
Commission Meeting on August 13, 1996, and is on file with the 
Secretary of the Port Commission; now, therefore, be it 

That the Port Commission hereby approves the Consent to 
Encumbrance of Leasehold Estate, Agreement and Estoppel between 
the Port, Tenant and Bank of America, substantially in the form on 
file with the Secretary of the Port Commission, and that the Executive 
Director is hereby directed to execute the same in such final form as 
is approved by the City Attorney. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of August 13, 1996. 



Secretary 



I:\COMMISSI.CON 



07/09/96 14:45 ''^415 62ii B59(i N6 (^AL INJi ii(il6il IWT 



RECORDING REQUESTED BY 
AND WHEN RECORDED MML TO: 

BRNK OF AMERICA. NATIONAL 
TRUST AND SAVINGS ASSOCIATION 
California Real Estate 
Specialty Unit #6617 
50 California Street, 12th Floor 
San Francisco, California 94111 
Attn: Myxna Rowlgind 
Loan No. 1777-3014651 



CONSENT TO ENCUMBRANCE OF LEASEHOLD ESTATE, 
AGREEMENT AND ESTOPPEL 

THIS CONSENT TO ENCUMBRANCE OF LEASEHOLD ESTATE, AGREEMENT AND 
ESTOPPEL (the "Agreement") , dated as of June 21, 1996, is made by the SAN 
FRANCISCO PORT COMMISSION, (the "Landlord") and G. B. ASSOCIATES, LLC, a 
California limited liability conpany ("Tenant") , in favor of BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION ("Beneficiary") . 

This Agreement is made with reference to the following facts: 

A. Landlord is the current holder of the lessor's interest and 
Tenant is the current holder of the lessee's interest under the two ground leases 
described in Exhibit "A" attached hereto and incorporated herein by this 
reference .(collectively referred to herein as the "Lease" or alternatively as the 
"Leases") . Copies of the Leases have concurrently herewith been delivered to the 
Beneficiary together with a certificate certifying such copies to be true and 
correct. The Leases cover the real property (collectively referred to as the 
"Property") described in Exhibit "B" attached hereto and made a part hereof. 

B. Tenant has applied to Beneficiary for a loan in the principal 
amount of up to $4,100,000.00 (the "Loan"), for the purpose of refinancing 
Tenant's leasehold estates under the Leases. The Loan will be secured by, among 
other things, 'a Deed of Trust With Assignment of Rents, Security Agreement and 
Fixture Filing (the "Deed of Trust") dated as of even date herewith executed by 
Tenant for the benefit of Beneficiary, and will be evidenced and otherwise 
governed by the "Loan Documents" described in the Deed of Trust. The Deed of 
Trust shall be recorded concurrently herewith and shall encumber the leasehold 
estates and all other present and future rights of Tenant vmder the Leases and in 
the Property. 

C. A condition to Beneficiary's making of the Loan is Landlord's 
agreement to the terms and conditions set forth herein. 

NOW THEREFORE, in consideration of the covenants contained herein 
and other good and valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged. Landlord and Tenant agree in favor of Beneficiary as 
follows : 

1 . Consent to Encumbrance of Leasehold Estate. Landlord hereby 
consents to the Deed of Trust and the hypothecation thereunder of the leasehold 
estates and all other present and future rights of Tenant in, to and under each 
of the Leases and the Property, including without limitation any and all purchase 
rights or options and rights of first refusal or first offer. Landlord agrees 
that the Beneficiary shall have all of the rights of a mortgagee of the leasehold 
under each of the Leases, including but not limited to the rights under Paragraph 
19 and Paragraph 14 of each of the Leases. Landlord acknowledges that 
Beneficiary is entitled to receive written notice and cure defaults of Tenant as 
more particularly set forth in each of the Leases, provided that for cure of non- 
monetary defaults of Tenant, Landlord hereby agrees that Beneficiary shall have 
sixty (60) days in place of the thirty (30) days set forth in Paragraph 19.2 and 



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003 



19.3 of each of the Leases within which to commence the cure or cause the trustee 
under the Deed of Trust to commence and thereafter to diligently pursue to 
completion steps and procedures to cure such default or to foreclose on the 
leasehold estates covered by the Deed of Trust. Nothing in this" Agreen>ent or the 
Lease shall require the Beneficiary to cure any defaults or be deemed or 
construed to be an agreement by the Beneficiary to be bound by or perform the 
covenants and conditions of the lessee imder the Lease until Beneficiary becomes 
the owner of the leasehold estates. Any transferee (including Beneficiary) of 
the leasehold estates shall be liable to perform the obligations of lessee under 
the Leases only so long as the transferee holds title to the leaseholds. 

2 . Insurance . Notwithstanding any provision to the contrary contained in 
any of the Leases, policies of fire and extended coverage insurance shall be 
carried by Tenant covering the building or buildings constructed on the leasehold 
premises with loss payable clause to Beneficiary as the beneficiary urder the 
Deed of Trust, and any disposition of the proceeds thereof in case of less shall 
be subject to the rights of the beneficiary as provided in the Deed of Trust. 

3 . Condemnation, Eminent Domain. Any and all eminent cccrain or 
condemnation awards or damages under Paragraph 18 of each of the leases, shall 
first be applied in payment of the then outstanding balance, if any, of the Loan 
made to Tenant by Beneficiary and the balance of the awards and damages, if any, 
shall be paid to the Landlord and the Tenant, as their interests may appear. 

4 . Representations and Warranties. Landlord and Tenant each for itself 
only represent, warrant and certify to Beneficiary that: (a) true !=r'^ correct 
copies of each of the Leases and any and all supplements and amendm.enr;= thereto 
and modifications thereof, have been delivered to Beneficiary pursuant to a 
separate certificate; (b) each of the Leases is valid and enforceable in 
accordance with its terms, is in full force and effect as of the date hereof and 
have not been modified, amended or terminated; (c) neither Landlord ncr Tenant 
has given or received notice of the occurrence of a default under aiiy of the 
Leases, and to the best Icnowledge of each, there are no defaults, breaches, 
defenses, claims or offsets thereunder or to the enforcement thereof; (d) rent 
owing ixnder the Leases v*iich is due as of the date of execution hereof has been 
paid in full, and to the best knowledge of each. Tenant is in compliance with ail 
other obligations of the lessee under the Leases; (e) there are no agreements 
between Landlord and Tenant affecting the Property other than the Leases; and (f) 
all buildings and other improvements required to have been constructed -jzider each 
of the Leases have been fully completed in accordance with the terms thereof. 

5. Modification or Termination of the Lease. Any modification or 
amendment of any of the Leases made without the prior written ccnsent of 
Beneficiary shall not be binding on Beneficiary or on any purchaser acq^juring the 
Leases from Beneficiary or pursuant to the exercise of Beneficiary's rigr-zs under 
the Deed of Trust. Further, neither of the Leases may be surrer:c.ered or 
terminated without Beneficiary's consent except as provided in Paragraphs 14 and 
19 of each of the Leases. 

6. Consent to Prior Assignments . Landlord consents to any and all 
prior assignments of the lessee's interest under each of the Leases by cr through 
which such interest has been transferred to Tenant. 

7. Waiver re Bankruptcy. Unless Beneficiary otherwise consents in 
writing. Landlord and Tenant each hereby waives, and agrees not to assert or 
otherwise take the benefit of. Section 365 (d)4, or any other applicable 
provisions, of the United States Bankruptcy Code (11 U.S.C. Section 101 et. 
seq.), which may cause the termination of any of the Leases, or other-'ise render 
any of the Leases unenforceable in accordance with its terms, whether 
automatically by operation of law, or otherwise . 



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07/09/96 14:46 'CkMlS 622 6596 INU UAL liNb ffyiU9 ^^^^^^^^^^i^?OT 



8. New Lease. 

(a) In the event any or both of the Leases is terminated by 
reasons of baankruptcy, assignment for benefit of creditors, insolvency or other 
event beyond the ability of Tenant or Beneficiary to cure or remedy, Landlord 
shall upon written request of Beneficiary or its designee enter into a new lease 
or leases as appropriate (each or collectively the "New Lease") with Beneficiary 
or its designee. The New Lease shall be effective as of . the effective date of 
such termination for the remainder of the term of the terminated Lease, at the 
same rents and upon the same terms, covenants and conditions as are contained in 
the terminated Lease, (except to the extent the Lease has been modified by this 
Agreement) including any options to extend the terms thereof, provided 
Beneficiary or its designee shall have paid or caused to be paid to Landlord all 
rents and other sums owing by Tenant under the terminated Lease as of the date of 
execution of the New Lease. 

(b) The New Lease made pursuant to this Section and any renewal 
lease entered into with Beneficiary or its designee pursuant thereto shall be 
prior to any mortgage or other lien, charge or encumbrance on Landlord's fee 
interest in the Property imder any of the Leases and the lessee under such New 
Lease shall have the same right, title and interest in and to the leasehold 
estate as Tenant had under such Lease. 

(c) The lessee under the New Lease shall be liable to perform the 
obligations imposed on the lessee by the New Lease, provided however, if said 
lessee is Beneficiary or its designee, it shall have no further liability under 
the New Lease from and after the date it transfers and assigns its interest in 
the New Lease . 

3 . Subordination of Re-entry Right. Landlord hereby waives and 

s-ubordinates to the Deed of Trust any right, whether arising out of any of the 
Leases or otherwise, to exercise any re-entry right except subject to the rights 
of Beneficiary as provided in any of the Leases or as contained herein. 

10 . . No Merger . Notwithstanding anything to the contrary contained in 
any of the Leases, Landlord and Tenant hereby agree that no merger of interest of 
Landlord or Tenant shall operate to defeat the lien of Beneficiary upon the 
leasehold estates . 

11. Notice Procedure. Any notices required herein shall be personally 
delivered or mailed, postage prepaid, certified mail, addressed as follows: 

If to Beneficiary: Bank of America National Trust and Savings 

Association 
P.O. Box 3609 
Los Angeles, CA 90051-3609 

If. to Landlord: Commercial Property Manager 

San Francisco Port Commission 

Ferry Building 

San Francisco, CA 94111 

If to Tenant: 201 Filbert Street 

San Francisco, CA 94133-3298 

or to such other address as may be designated by the parties in the manner 
provided above for giving notice. Notices shall be deemed given upon personal 
delivery or upon receipt or refusal to accept receipt, as evidenced by the return 
receipt . 

12. Attorney's Fees. If any lawsuit, judicial reference is commenced 
which arises out of or relates to this Agreement, the prevailing party shall be 
entitled to recover from each other party such B\jms as the court may adjudge to 



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14:47 



©415 622 6596 



NO CAL INS #9109 



^005 



be reasonable attorneys' fees, including the costs for any legal services by in- 
house counsel, in addition to costs and expenses otherwise allowed by law. 

13 . Miscellaneous Provisions. This Agreement shall inure to the benefit 
of and be binding upon the parties and their respective successors and assigns. 
This Agreement is governed by the laws of the State of California:, without regard 
to the choice of law rules of that State. 

14. Integration etc. This Agreement integrates all of the terms and 
conditions of the parties' agreement regarding the matters contained herein. If 
there is any conflict between the terms, conditions and provisions of this 
Agreement and those of any other agreement or instrument, including the Lease, 
the terms, conditions and provisions of this Agreement shall prevail. ^ 

To the extent that this Agreement gives additional rights to Beneficiary, 
the Leases are hereby amended and modified for the benefit of Benficiary only. 

IN WITNESS WHEREOF, Landlord, Tenant and Beneficiary have executed 
this Agreement as of the date first above written. 



Tenant : 

G. B. Associates, LLC, a 
California limited liability 
company 



Beneficiary: 

BANK OF AMERICA NATIONAL 
TRUST AND SAVINGS ASSOCIATION 



Gerson Bakar, as Trustee of The Gerson 
Bakar 1984 Trust, established on September 
17, 1984, as last amended and restated in 
its entirety on March 27, 1995, as further 
amended, a member 



By:. 
Its: 



The Burger Family Limited Partnership, a 
California limited 
partnership, a member 



By; 



Kenneth J. Burger, 

as Co -Trustee of the Burger 

Family Trust U/T/A dated 

September IS, 1986, general partner 



By: 



Patricia L. Burger, 

as Co-Trustee of the Burger 

Family Trust U/T/A dated 

September 16, 1986, general partner 



Landlord: 

San Francisco Port Commission 

By: 

By: 



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07/09/96 14:47 ©415 622 6596 NO CAL INS #9109 ' i^J J . ig]ooB 



EXHIBIT A 

Exhibit A to consent to Encumbremce of Leasehold Estate, 
Agreement and Estoppel dated as of June 21, 1996 



LEASE SEAWALL LOT NO. 322 

That certain Seawall Lot No. 322 ("Lease") dated as of October 23, 1973 between 
San Francisco Port Commission as leindlord and George L. Burger as tenant, which Leas' 
or a memorandum of which was recorded in the Official Records of San Francisco Count- 
Recorder's Office on August 13, 1974, in Book B-920, Page 191, O.R.- All right, titli 
and interest of the tenant under the Lease have been assigned to G. B. Associates, ; 
California limited liability company pursuant to an assignment of Lease dated as o: 
February 23,1996 to be recorded concurrently herewith in the Official Record of Sa; 
Francisco County Recorder's Office. 

SUPPLEMENTAL LEASE 

That certain Supplemental Lease (Addition to Basic Lease) Seawall Lot 32; 
("Supplemental Lease") dated as of October 23, 1973 between San Francisco Por 
Commission as landlord auid George L. Burger as tenant, which Supplemental Lease or . 
memorandum of which was recorded in the Official Records of San Francisco Count; 
Recorder's Office on August 13, 1974, in Book B-920, Page 197, O.R. and amended by tha 
certain First Amendment to Supplemental Lease dated July 17, 1987. All right, titl- 
and interest of the tenant xander the Supplemental Lease have been assigned to G. B 
Associates, a California limited liability company pursuant to an assignment of th> 
lease dated as of February 23, 1996 to be recorded concurrently herewith in th 
Official Records of San Francisco County Recorder's Office. 



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NO CAL INS #9109 



EXHIBIT B 



Exhibit B to Consent to Encumbrance of Leasehold Estate, 
Agreement and Estoppel dated as of June 21, 1996. 



(type in legal description of real property) 




\^ iC 



^ 



^ 





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- 6 



PORT OF SAN FRANCISCO 



TO: 



MEMORANDUM 

July 7, 1996 

MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 




Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



FROM: Dennis P. Bouey 

Executive Director 

SUBJECT: Approval of percentage rental adjustments for Alioto's #8 and Alioto Expo 
restaurants at Fisherman's Wharf 

DIRECTOR'S RECOMMENDATION: APPROVE PERCENTAGE RENTAL 
ADJUSTMENTS SET FORTH HEREIN. 

The 66-year leases for Alioto's #8 restaurant (Port Lease No. L-7491, dated May 1, 1970) 
and for Alioto Expo Restaurant (Port Lease No. L-7495, dated May 1, 1970) (collectively, 
the "Subject Leases") provide for the payment of percentage rental to the Port, which is 
subject to review and adjustment every 25 years during the lease term. The first such 25 year 
anniversary date was May 1, 1995 (the "Effective Date"). Due to ongoing discussions with 
the tenant for the Subject Leases, Alioto Fish Co. Ltd. ("Tenant"), Port and Tenant agreed 
to extend the time for setting the adjustment in the rate of percentage rental. Port and Tenant 
also agreed that the final rental adjustment would be retroactive to the Effective Date. 

The Subject Leases set forth the following three categories for percentage rental, with the 
percentages rates as indicated below: 



Alcoholic beverages and 
all other items sold through 
the bar 



6.5% 



Food 



5.0% 



All Other Uses 



6.5% 



THIS PRINT COVERS CALENDAR ITEM NO. 5C 



Agenda Item No. 5C 
July 7, 1996 
Page 2 



The current uses of the leased premises demised in the Subject Leases include restaurant uses, 
with the majority of the leased premises being utilized for full service restaurant uses. A 
portion of the premises demised in Lease L-7495 includes parking lot uses. The parking lot 
on these premises also encumbers premises demised in a separate month-to-month license 
(Port License No. 9545, dated May 1977), containing approximately 2,241 square feet. 

Both of the Subject Leases establish a similar procedure for the review and adjustment of the 
percentage rental. If the rates of percentage rent for like uses in San Francisco in the vicinity 
of the leased premises have increased or decreased as of the adjustment date, then Port shall 
adjust the rates of percentage rent for the Subject Leases accordingly. If Tenant disagrees on 
the amount of the adjustment, then Tenant has the right to terminate the lease without liability 
for future rent. 

In order to determine the rate of percentage rent for like uses in the vicinity of the leased 
premises for the Subject Leases, the Port hired a consultant to perform a survey and analysis 
of the rates of percentage rents charged for like uses in the vicinity of the leased premises. 
Port staff also had several discussions with Tenant and its consultants, and considered their 
comments regarding the appropriate adjustment. However, Port staff was unable to reach 
agreement with Tenant as to the appropriate adjustment in the percentage rental. 

Port staff has concluded that the current rates for percentage rent in the vicinity of the leased 
premises for the Subject Leases are: seven percent (7.0%) for food and alcoholic beverages 
sold at restaurants providing foil table service; nine percent (9.0%) for retail sales; and sixty- 
six percent (66.0%), after parking taxes, for parking lots. However, the Subject Leases 
obligate Tenant to maintain the substructure and exterior of its properties, which is normally 
the obligation of the landlord. A portion of Tenant's leased premises are located over water, 
and these maintenance obligations therefore include the seawall and pilings, which are 
significant obligations. Port staff concluded that the percentage rental rates for the Subject 
Leases should be lower than the rates in the vicinity of the leased premises because of these 
maintenance obligations. In addition. Port staff concluded that the parking lot on the leased 
premises is much smaller than other parking lots in the vicinity, and it is therefore much more 
inefficient to operate, with operating expenses absorbing a greater portion of the gross 
receipts. 

STAFF RECOMMENDATION 

Based upon the independent survey and analysis obtained from Port's consultant, the input 
provided by Tenant and its consultants, and Port's staff own consideration and review of the 
data available to it, Port staff recommends that the rates of percentage rent for the Subject 
Leases be adjusted as indicated below: 



Agenda Item No. 5C 
July 7, 1996 
Page 3 



Lea&eXrI49JL-:^_AliQtQlsJ^ - Rates for percentage rents shall be adjusted, as of the 
Effective Date, as follows: 

Alcoholic beverages and all other items sold through the bar - 6.5% 

Food - 6.5% 

All Other Uses - 8.5% 

T£as eT.-74Q5 - A lioto Expo - Rates for percentage rents shall be adjusted, as of 
the Effective Date, as follows: 

Alcoholic beverages and all other items sold through the bar - 6.5% 

Food - 6.5% 

All Other Uses - 35.0% (after the parking tax has been deducted) 

In addition, the rate of percentage rent for parking under Port License No. 9545 shall be 
35.0%. 



Prepared by: Kirk Bennett 

Acting Director Tenant & Maritime Services 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO._96dS9 



WHEREAS, 



The City Charter empowers the Port Commission with the power and 
duty to use, conduct, operate, maintain, manage, regulate and control 
the Port area of San Francisco; and 



WHEREAS, 



under the City Charter, leases granted or made by the Port 
Commission shall be administered exclusively by the operating forces 
to the Port Commission; and 



WHEREAS, 



Port Lease Nos. L-7491 and L-7495, with Alioto Fish Co. Ltd. as 
tenant ("Subject Leases"), provide for adjustment in the percentage 
rents based on the determination that percentage rents for like uses in 
San Francisco in the vicinity of the leased premises have increased or 
decreased as of the date of the determination; and 



WHEREAS, 
RESOLVED, 



Port License No. 9545 is month-to-month; now therefore, be it 

that the San Francisco Port Commission determines that the rates of 
percentage rent for the uses of the Subject Leases in the vicinity of the 
lease premises demised in the Subject Leases have increased to the 
rates indicated in the Memorandum regarding Agenda Item 5C for the 
August 13, 1996 Port Commission Meeting ("Memorandum''); and be 
it further 



RESOLVED, 



that the percentage rents for the Subject Leases and Port License No. 
9545 shall be adjusted as indicated in the Memorandum; and be it 
further 



RESOLVED, 



that the Executive Director or his designee is hereby authorized to 
execute all such appropriate documentation as needed to implement 
this Resolution. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of August 13, 1996. 



I:\WP51\ALIOT05A.KB\ibn\July 7, 1996 



Secretary 



TO: 



FROM: 



PORT OF SAN FRANCISCO 

MEMORANDUM 

August 6, 1996 

MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 

Dennis P. Bouey i. Jp 
Executive Director v* 




Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0523 

Cable SFPORTCOMM 

Writer 



SUBJECT: Pier 68 Shipyard Crane Improvements, Contract No. 2610 

DIRECTOR'S RECOMMENDATION: RESOLUTION TO APPROVE A TYPE H 
MODIFICATION TO CONTRACT NO. 2610, MODIFYING THE WORK SCOPE BY 
SU1BSTITUTING CRANES #33 AND #34 FOR OTHER WORK ITEMS, AND REVISING THE 
CONTRACT AMOUNT FROM $1,621,260.00 TO $1,725,249.00, AND AUTHORIZE STAFF 
TO APPROVE UP TO ANOTHER 10% FOR CONTINGENCIES, AND AUTHORIZE 
EXECUTIVE DIRECTOR TO ACCEPT THE WORK UPON COMPLETION. 

On May 28, 1996 (Resolution 96-52), Contract No. 2610 in the amount of $1,621,260.00 was 
awarded to Rigging International, Inc. (Rigging). The contract was awarded for crane renovation, 
primarily on cranes #30 and #32. The crane repair work is intended to improve the cranes by 
extending their useful life, thereby facilitating the tenant's ship repair operations. Subsequently, 
the shipyard and the Port determined that it was preferable to focus the renovation work on cranes 
#33 and #34 which serve dry dock #2. This is the dry dock on which most ship repair work is 
conducted. This work will be of greater benefit to the tenant's shipyard operations. 

Port staff has negotiated a change in the contract scope and cost with Rigging. All of the 
originally specified work for crane #33 will be performed, with the exception that rebuilt rather 
than new gantry trucks will be installed. It was determined that rebuilt gantry trucks are more 
cost effective than new trucks. The warranty on the rebuilt gantry trucks is the same as that for 
new trucks. The work to be performed on crane #34 consists primarily of removing, rebuilding, 
and re-installing the gantry trucks, which is the highest priority item of work. The contract cost 
has increased by $103,989.00 because the work on cranes #33 and #34 is of a more complicated 
and extensive nature and includes expensive electrical components. 



Prepared by: Cliff Jarrard 

Acting Facilities and Operations Director 
THIS PRINT COVERS CALENDAR ITEM NO. 6A 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-77 



WHEREAS, 



WHEREAS, 



WHEREAS, 



RESOLVED, 



on May 28, 1996 (Resolution 96-52), Contract No. 2610 in the amount of 
$1,621,260.00 was awarded to Rigging International, Inc. (Rigging); and the 
contract was awarded for crane renovation, primarily on cranes #30 and #32; 
and the crane repair work is intended to improve the cranes by extending their 
useful life, thereby facilitating the tenant's ship repair operations; and 

subsequently, the shipyard and the Port determined that it was preferable to 
focus the renovation work on cranes #33 and #34 which serve dry dock #2 which 
is the drydock on which most ship repair work is conducted so this work will be 
of greater benefit to the tenant's shipyard operations; and 

Port staff has negotiated a change in the contract scope and cost with Rigging 
under which aU of the originally specified work for crane #33 will be 
performed, with the exception that rebuilt rather than new gantry trucks will be 
installed which are more cost effective than new trucks; and the warrant\^ on the 
rebuilt gantry trucks is the same as that for new trucks. Wherein, the work to 
be performed on crane #34 consists primarily of removing, rebuilding, and re- 
installing the gantry trucks, which is the highest priority item of work. 
Wherein, the contract cost has increased by $103,989.00 because the work on 
cranes #33 and #34 is of a more complicated and extensive nature and includes 
expensive electrical components; therefore be it 

that the San Francisco Port Commission hereby approves a Type n Modification 
to Contract No. 2610, modifying the work scope by substituting cranes #33 and 
#34 for other work items, and revising the contract amount from $1,621,260.00 
to $1,725,249.00, authorizes staff to approve up to another 10% for 
contingencies, and authorizes Executive Director to accept the work upon 
completion. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting 
of AUGUST 13, 1996 



Secretary 



PORT OF SAN FRANCISCO 



TO: 



FROM: 



MEMORANDUM 

August 13, 1996 

MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 

Dennis P. Bouey 
Executive Director 




Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 41 5 274 0528 

Cable SFPORTCOMM 

Writer 



SUBJECT: Informational Presentation on the Conceptual Design of the Pier 52 Public 
Boat Ramp, Bait Shop and Cafe 



DIRECTOR'S RECOMMENDATION: Informational Presentation Only; 

no action required. 

Through the Waterfront Plan process, many recreational boaters testified about the lack of 
opportunities to launch a boat along the San Francisco waterfront. The Pier 52 project 
involves the repair and enhancement of the only public boat ramp on the 7.5 mile waterfront 
within Port jurisdiction. The ramp is currently in disrepair and is located along an 
unappealing, unimproved shoreline adjacent to the future Mission Bay Project. To activate 
the area and provide for an attractive shoreline that can be enjoyed by boaters and the 
general public, the Port conceived of adding a small bait and tackle shop and modest eating 
facility, along with restrooms, outdoor seating and public access areas. 

The Port Commission previously accepted responsibility for managing a grant from the 
Department of Boating and Waterways for the repair of the existing public boat launch at 
Pier 52 (Resolution No. 95-7). In that same resolution, the Commission authorized staff to 
proceed with the hiring of an outside consultant to prepare plans and specifications for a 
series of improvements to the Pier 52 area that would complement the activities of the boat 
ramp as well as the boating clubs on either side for the project. In November 1995, the 
Commission awarded Arcus Architecture the contract as the lead consultant for the 
architectural and engineering services for the project. 

As outlined in the Waterfront Plan, the Port convened an Advisory Group, whose purpose is 
to provide early professional expertise and community input in the conceptualization of Port 

PRINT COVERS CALENDAR ITEM NO. 7A 



PAGE 2 

projects. Although the Pier 52 project is smaller than the type of mixed-use maritime 
projects that the Port will be sponsoring when the Waterfront Plan is adopted, Port staff 
wanted to be able to test the Waterfront Plan implementation process in the Pier 52 project. 
The Port has been fortunate to be able to tap individuals with demonstrated expertise and 
experience in recreational boating and operations, restaurant operations and waterfront 
design. 

The Advisory Group met weekly from September 1995 to January 1996 to review 
background materials prepared by Port staff and to refine the project concept. They met in 
the spring of 1 996 to review alternative schemes developed by the design team. The 
Advisory Group's input was invaluable to the project development. The Advisory Group 
recommended that the project should focus on the following objectives: 

• Improving Access to the Bay : The emphasis on the projects is on water side 
improvements that will improve the public's enjoyment of a currently unappealing 
and underutilized area of waterfront. 

♦ Providing amenities for the Boating Community: Improvements should be 
included that improves boating access to the Bay and attracts the use of the facility 
on a regular basis. 

♦ Flexibility in the building and site improvements: The Advisory Group considered 
possible long range uses of the site and the building, to insure improvements were 
not placed in areas that would conflict with possible long range additions to the site. 
For example, the small building was placed closer to the southern end of the site to 
allow sufficient space for the possible placement of a public hoist at a fiiture date. 

The Arcus Design team prepared five alternatives for the site, ranging from a simpler repair 
scheme to a more elaborate facility providing both a boat ramp and a public hoist. The 
Advisory Group recommended the alternative that was developed in the conceptual design. 

The preferred scheme will provide— 

♦A new single lane boat ramp centrally placed on the project site, angled to the 
shoreline, with a vehicular turn-around area out the right of way of Terry Francois 
Blvd. The ramp will be designed to meet the State of California, Boating and 
Waterways Design standards for new ramp construction. 

♦An accessible visiting boat dock, with space for hand launched craft. The visiting 
boat dock will be located to the new boat ramp providing space for causal tie-ups 
and immediate access to the Pier 52 facilities. 



PAGE 3 



•A small support structure adjacent to the boating facilities. The support structure 
will provide physical space for a small cafe and the required support facilities, a bait 
and tackle sales area, public restrooms, and small indoor eating area. The support 
structure, as currently designed, will provide series of roll-up doors opening onto a 
deck area over-looking the boating activities at the ramp and the dock. 

•Ample amounts of public access improvements throughout the site. Under the 
proposed design the public access area will nearly double. 

•A 20 space vehicle/trailer parking lot on the west side of Terry A. Francois Blvd. 
The lot will also provide sufficient area for a boat wash. The Commission should 
note that a supplemental grant of $198,000 from Cal Boating has been applied for to 
cover the cost of the parking lot improvements. 

Port staff has presented the conceptual design at several public meetings including the Board 
of Directors and general membership meeting for the Bayview Boat Club and BCDC's 
Design Review board. The Bayview Boat Club sent letters of support for the project to the 
DRB and the Port staff (attached). The Port's Design Advisors, Messrs. John Kirken and 
Michael Smiley, have reviewed the conceptual design. 

Upon completion of further refinements to the design. Port staff anticipates a construction 
bid package to be prepared for advertisement in Fall 1996. Construction is anticipated to 
start in the beginning of 1 997 and completed for the Summer 1 997 boating season. 
Concurrently, Port staff will initiate a bid solicitation process for an operator of the Public 
Boat Ramp Bait, Shop and Cafe. 

Prepared by: Sharon Lee Polledri, 

Director of Planning and Development 




CLUB 

July 4, 1996 



489 China Basin Street, Pier 54 
San Francisco, CA 94107 
(415)495-9500 



Design Review Board 

San Francisco Bay Conservation and Development Commission 

30 Van Ness Avenue, Suite 201 1 

San Francisco, C A 94102 

in care of 

Mr. Joe Wyman 

Port of San Francisco 

RE: Pier 52 Public Boat Launch Ramp, Cafe/Bait 
Shop & Public Access Improvements 

Gentlemen: 



The Bay View Boat Club (BVBC) strongly supports the Port's plan for a new Public Boat 
Launch Ramp facility at Pier 52. We are long time Port tenants and among very few 
active recreational maritime users of the southern San Francisco waterfront. This area has 
been long neglected; in part because of the extensive planning process now underway in 
connection with the Waterfront Land Use Plan, and in part because of the significant delay 
in implementing Catellus Development Corporation's Mission Bay Plan. 

We actively supported the San Francisco Department of Recreation and Parks in their 
efforts to obtain grant funds to repair and rehabilitate the only public boat launch ramp in 
San Francisco, which was damaged initially by the Loma Prieta earthquake, and 
subsequently by severe winter storms. We are very pleased that the Port of San Francisco 
has assumed responsibiHty for the public launch ramp and the public access improvements 
required under BCDC Permit No. 19-84. Port staff, members of the Waterfront Plan 
Citizens Advisory Committee and the members of the CAC's Pier 52 subcommittee 
actively soUcited our comments about the new Boat Launch/Bait Shop/Public Access 
Plan, as well as those of our neighbors at the Mariposa/Hunters Point Yacht Club and of 
other recreational boaters who use the current boat launch ramp. 

We feel that the Plan being proposed accurately reflects the concerns of southern 
waterfront users, and will provide great public benefits for this area. While it might be 
quite some time for the rest of the Waterfront Land Use Plan to be approved, or for 
Catellus to develop the south of the Channel portion of Mission Bay, the Port's proposed 
Plan will help to revitalize the area immediately, and provide an opportunity for many 
more people to enjoy this potentially delightful part of San Francisco Bay. 



SAFE BOATING-CLEAN WATERWAYS-ECOLOGY-SPORTSMANSHIP 




Design Review Board 2 July 4, 1996 

SF BCDC 



As we have expressed to the Port, we would like to see the following included in the Plan: 

1. The area between the Pier 52 Boat Launch/Bait Shop/Public Access facility 
reserved for future recreational maritime use; possibly as a boat hoist, if a developer can 
be located. 

2. Adding as little rip-rap as possible in the area of the current boat launch ramp as is 
consistent with shoreline stabilization, so as to maximize the amount of useable navigable 
water in the basin. 

3. Monitoring silting-in of the basin which might be affected by current changes as a 
result of building the new guest dock, and dredging the area, as necessary, to maintain 
water depth. 

We realize that the disposition of the old Santa Fe railroad dock is not a subject of this 
permit application, but do feel that if a portion of the old dock (on the water side and 
southeast of the railroad car lifting machinery) could be retained, it could also be used as a 
public access walkway and possibly a fishing pier. It could also help protect the guest 
dock at the public launch ramp fi^om tidal surges and severe winter storms, which hastened 
the demise of the old public launch ramp. 

We feel that this Pier 52 Boat Launch facility will greatly improve access to the Bay for 
people with limited resources, and encourage more public use of this neglected shoreline. 
We look forward to working with the Port to make this project a reality, and hope to have 
your support in this endeavor. 

Sincerely yours, 

BAY VIEW BOAT CLUB 

Corinne Woods Betty Bbatright 

Commodore Secretary Advisor 





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PORT OF SAN FRANCISCO 

MEMORANDUM 

Ferry Building 

San Francisco. CA 94111 

Aiiaiict n 1QQ6 Telephone 415 274 0400 

/\UgUi>L iJ, lyyO Telex 275940 F'SF UR 

Fax 415 274 0528 
Cable SFPORTCOMM 
Writer 

TO: MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



FROM: Dennis P. Bouey 

Executive Director 



(/V& 



SUBJECT: Resolution approving and urging the execution of a Memorandum of Agreement 
by the Mayor and Clerk of the Board of Supervisors for the transfer from Caltrans to the City of 
San Francisco of four parcels of property near the intersection of Howard Street and Steuart 
Street, approving the acceptance by the Director of Property of such parcels, and authorizing the 
jurisdictional transfer of such parcels from the City to the Port 

DIRECTOR'S RECOMMENDATION: APPROVE THE ATTACHED RESOLUTION. 



Background 

The Embarcadero Freeway Structure was damaged in the 1989 Loma Prieta Earthquake, and was 
subsequently demolished and removed. A number of parcels of land that were part of the 
Embarcadero Freeway right-of-way are being conveyed from the State of California, Department 
of Transportation (Caltrans) to the City and County of San Francisco. 

The conveyance of these Caltrans properties is in accordance with Section 72 of the Streets and 
Highways Code, which requires Caltrans to remove the Embarcadero Freeway structure (Route 
480) and convey to the City those portions of Route 480 no longer required for right-of-v/ay 
purposes. 

The City intends to enter into a Memorandum of Agreement ("MOA") with Caltrans for the 
conveyance of these parcels. Because four of the parcels (Parcel Nos. 3, 4, 7 and 8) are within 
the Port's jurisdiction or are encumbered by the Port in some fashion, the Port Commission must 



THIS PRINT COVERS CALENDAR ITEM NO. 7B 



Transfer of former Embarcadero Freeway parcels 
August 13, 1996 
page 2 



consent to the Board of Supervisor and Mayor's approval and execution of the MO A, and must 
approve acceptance of the four Port parcels by the Director of Property. In addition, the Port 
Commission must approve the jurisdictional transfer of the four parcels to the Port. The parcels 
are shown on Attachment A attached hereto, and are summarized below. 



EarteUNjo. 



Area^ap^x.) I^_(^tL(mj(S(B^^AtlacJii)i£iit_ 



Parcel 3 (APN 3715/11) 
Parcel 4 (APN 3715/11) 


ll,116sf 
5,952 sf 


Parcel 7 
Parcel 8 


11,211 sf 
7.991 sf 



Between: 

Embarcadero- Steuart, Howard- Folsom Sts. 

Embarcadero - Steuart, Mission - Howard Sts. 

Air rights over the following public streets: 
Steuart between Howard - Folsom Sts. 
Howard between Embarcadero - Steuart Sts. 



Some additional clarification regarding each of these parcels is provided below. 

This parcel was originally acquired by Caltrans in the 1950's for the construction of Route 480. 
A permanent surface easement for parking automobiles was granted to the State Harbor 
Commission (the predecessor of the Port Commission) at that time. Until the 1989 earthquake, 
the Port had been leasing this property to a parking lot operator for surface parking operations. 
The surface easement would be terminated upon the transfer of the property from the State to the 
City. 

The realignment of the Embarcadero Roadway may require that a portion of this parcel be used 
for roadway purposes. 

Lfcaa^all LaL 



Similar to parcel 3, Caltrans acquired this site in the 1950's for the construction of Route 480. 
In 1965, the San Francisco Port Authority (the Port Commissions predecessor) entered into a 
surface easement with Caltrans for parking automobiles. 

In 1984, the developer of an adjacent Redevelopment Agency parcel (Bayside Plaza) was 
required to build a pubHc plaza on this parcel as a condition of development. The Port entered 



Transfer of former Embarcadero Freeway parcels 
August 13, 1996 
page 3 

into a month-to-month license agreement with the developer (J-Dart Corporation) for this site, 
which is currently in effect. 

The realignment of the Embarcadero Roadway may require that a small portion of this parcel be 
used for roadway purposes. 

Eartels_^aiid_8 

Parcels 7 and 8 are public streets (portions of Howard Street and Steuart Street ) under Port 
jurisdiction over which Caltrans possesses the air rights. Caltrans is proposing to convey the air 
rights to the City and Port under the proposed action. 

Department of City Planning Approvals 

The Department of City Planning reported on June 8, 1994 that the acquisition of the subject 
property and any other parcels on Route 480 would be in conformity with the General Plan and 
consistent with the eight priority policies of City Planning Code Section 101.1, and the Director 
of City Planning has confirmed that such report is unchanged and still in effect. 

Use of Parcels for Embarcadero Roadbaaay 

The City anticipates that portions of SWL 347N and SWL 347S will be required for completion 
of the Embarcadero roadway right-of-way. The Director of Public Works has requested that the 
Port agree to allow certain portions of those parcels, to be determined by mutual agreement, to 
be used for the Embarcadero right-of-way. 



Prepared by: Sharon Lee Polledri, 

Director of Plarming and Development 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-78 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



Section 72 of the California Streets and Highway Code requires the State 
to remove the Embarcadero Freeway structure (Route 480) and to convey 
to the City and County of San Francisco, at not cost, those porions of 
Route 480 no longer required for right-of-way purposes; and 

The State, acting by and though its Department of Transportation, has to 
date determined that certain portions of the Route 480 right-of-way are 
not necessary for new freeway ramps and, as a result thereof, the City has 
the right to acquire those portions of the right-of-way pursuant to the 
terms and conditions of Section 72 of the California Streets and 
Highways Code; and 

Section 72 of the California Streets and Highways Code requires the City 
to accept all obligations and liabilities associated with those portions of 
Route 480 conveyed to the City; and 

By letter dated June 8, 1994, the Department of City Planning reported 
its findings that the proposed acquisition of the Caltrans Property and 
any other portions of Route 480 from the State of California is consistent 
with the City's General Plan and with the Eight Priority- Policies of City 
Planning Code Section 101.1; and 

In accordance with the recommendation of the Director of Public Works 
and the Director of Property, a Memorandum of Agreement (including 
the waivers and indemnities of the State contained therein) regarding the 
conveyance of these parcels will be considered by the Board of 
Supervisors and, upon approval, will authorize the execution of said 
agreement with the State of California by the Mayor and Clerk of the 
Board of Supervisors, on behalf of the City and County of San Francisco; 
and 



WHEREAS, 



Parcels 3,4,7 and 8, as identified on Attachment A attached to the 
memorandum attached to Agenda Item No. 7B for the August 13, 1996 
Commission meeting are within the Port's line of jurisdiction or are 
encumbered by the Port in some fashion; and 



Resolution No. 96-78 



Page 2 



WHEREAS, 



Port Commission approval has been requested to approve certain City 
actions regarding transfer of the parcels in which the Port has legal 
interest from Caltrans to the City, and from the City to the Port; now, 
therefore be it 



RESOLVED, 



RESOLVED, 



That the Port Commission hereby recommends approval and execution 
of the Memorandum of Agreement regarding the transfer of the Caltrans 
parcels from the State to the City; and be it further 

That the Port urges and authorizes the Director of Property to accept the 
Director's Deed to Parcels 3,4,7 and 8 in accordance with the terms and 
conditions of the Memorandum of Agreement, and to take any and all 
steps (including, but not limited to, the execution and delivery of the 
Assignment of Leases contemplated by the Memorandum of Agreement 
and any and all other certificates, notices, consents, instructions and 
documents) as the Director of Property deems necessary or appropriate 
in order to consummate the acquisition of the Caltrans Property pursuant 
to the terms and conditions of the Memorandum of Agreement; and, be 
it further 



RESOLVED, 



RESOLVED, 



That the Port authorizes the jurisdictional transfer of Parcels 3,4,7 and 8 
to the Port from the Director of Property, and authorizes the Port's 
Executive Director to take any and all steps as he deems necessary.' or 
appropriate in order to consummate the transfer; and be it frirther 

That the Port shall allow certain portions of Parcels 3,4,7, and 8 to be 
determined by mutual agreement of the Director of Public Works and the 
Port Commission to be retained for the Embarcadero Roadway right-of- 
way. 



/ hereby certify that the foregoing resolution was adopted by the San Francisco Port 
Commission at its meeting of August 13, 1996. 



Secretary 



I:\CALTRNS.HOW 




*x i^; 7^ ^C^'^'^ 






_;AV'.-^*iai2n3i?K!«V ' 



PORT OF SAN FRANCISCO 



MEMORANDUM 



August 7, 1996 




Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



TO: 



FROM: 



MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 

Dennis P. Bouey ij^A 
Executive Director f 



SUBJECT: Revisions to Approval of Bid and Award of Revenue Bond Reserve 
Fund Investment Agreement 



DIRECTOR'S RECOMMENDATION: AUTHORIZE REVISIONS TO BID AND 
AWARD OF REVENUE BOND RESERVE FUND INVESTMENT AGREEMENT 



On June 11, 1996, the Commission adopted Resolution No. 96-54 which authorized and 
approved the solicitation of bids to determine the provider of securities under the Forward 
Purchase Agreement. The Commission also approved the Forward Purchase Agreement 
(the "Agreement") substantially in the form included in the June 11, 1996 agenda package 
and authorized the Executive Director to make non-material changes to the Agreement. 

Following adoption by the Commission, the Port circulated a second draft of the 
Agreement to potential bidders. The terms of the Agreement were aggressive which 
reflected market conditions at the time the Agreement was initially drafted. The market 
has become much more conservative due to a variety of factors including extraordinary 
investment losses by Bank of Barings, Daiwa Securities and Sumitomo Bank. As a result 
of increased scrutiny throughout the capital market, potential bidders and their counsel 
have requested material modifications to the Agreement that are commercially reasonable. 



THIS PRINT COVERS CALENDAR ITEM NO. 8 A 



Page 2 



These modifications are summarized as follows: 

• Port will be a party to the Agreement with the Provider and the Bond Trustee 
(previously the Provider and the Trustee were the only parties to the Agreement) 

• If the Port draws on the Reserve Fund, thereby reducing the amount available for 
investment, the Port will compensate the Provider 

• Provider may be entitled to a pro-rated termination fee in the event a future 
refunding results in a lower investment amount 

• Port will not require the Provider to pay a termination fee to the Port if the 
Agreement is assigned to a new vendor, such new vendor to be subject to the 
consent of the Port 

Under the Agreement, termination fees and other compensation amounts are calculated 
pursuant to formulas to reduce uncertainties. The proposed modifications to the 
Agreement are commercially reasonable and staff believes that incorporating these 
modifications will help to attract bidders. The City Attorney's office and Port's Bond 
Counsel have also reviewed all of the proposed changes. A copy of the new form of 
Agreement and a copy of the Agreement that is black-lined to show changes from the 
form of Agreement previously adopted on June 11, 1996, are attached. 



Prepared by: Benjamin A. Kutnick 

Director, Administration 



WHEREAS, 

WHEREAS, 
WHEREAS, 
RESOLVED, 



RESOLVED, 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

AMENDED RESOLUTION NO. 96-54 

on June 11, 1996, the Commission adopted Resolution No. 96-54 
authorizing and approving the solicitation of bids to determine the 
provider of securities under the Forward Purchase Agreement; and 

Resolution No. 96-54 approved the Forward Purchase Agreement in 
substantially fmal form; and 

potential bidders have requested commercially reasonable changes to the 
Forward Purchase Agreement; now, therefore be it 

that the San Francisco Port Commission hereby approves material 
changes to the Forward Purchase Agreement, a copy of which is on file 
with the Port Commission Secretary in file No. 96-54. The material 
changes are as follows: 

• Port will be a party to the Agreement; 

• Port will compensate Provider in the event a withdrawal 
from the Reserve Fund reduces the investment amount; 

• Provider may terminate the Agreement if the Reserve Fund 
cannot be replenished to $5,361,000 after one year, and Port 
may owe a termination fee to Provider; 

• Provider may be entitled to a pro-rated termination fee in the 
event a refunding results in a lower investment amount; and 

• Port will not require Provider to pay a termination fee to Port if 
the Agreement is assigned to a new vendor; 

and, be it further 

that the Executive Director is hereby authorized to select the highest 
responsible bidder satisfying the requirements of such solicitation and is 
authorized to make any necessary changes, in consultation with the City 
Attorney, to the Forward Purchase Agreement or other documents 
necessary to carry out the intent of such Agreement; provided that the 
interest rate payable to the Port shall not be less than 5.75% per aimum 
and the successful bidder shall have a credit rating for its long term debt 
in one of the two highest categories by Moody's Investors Service and 
Standard & Poor's Corporation. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of August 13, 1996. 

Secretary 



Brown & Wood LLP 
Draft of ^ 8/5/96 



REQUEST FOR OFFERS 

FORWARD PURCHASE AGREEMENT FOR RESERVE FUND 

PORT COMMISSION OF THE CITY AND COUNTY OF 

SAN FRANCISCO, CALIFORNIA 

REVENUE REFUNDING BONDS, SERIES 1994 



General. The Port Conunission of the City and County of San Francisco (the "Port") is 
soliciting offers for a Forward Purchase Agreement (the "Agreement") for funds related to the 
Port's Revenue Refunding Bonds, Series 1994 (the "Bonds"). 

The Agreement will provide, among other terms, for the forward sale of Government 
Obligations to Union Bank, San Francisco, CA (the "Trustee"). The Agreement will be entered 
into on the Settlement Date (defined below) and will be among the Trustee, the Port and the 
Qualified Financial Institution selected by the Port (the "Provider"). 

Government Obligations shall be delivered at such times and in such amounts as are 
required to invest funds deposited in the Reserve Fund (the "Reserve Fund"), initially from 

, 1996. Each Government Obligation will be required to mature on or before the next 

applicable January 1 or July 1 on which debt service payments are required to be made (the 
"Bond Payment Dates") as shown on Exhibit A of the Agreement. Government Obligations may 
be delivered for purchase on any date, including the Bond Payment Dates, provided that if 
Government Obligations are sold to the Trustee on more than three (3) occasions in any 
•semiannual period, the Provider will be obligated to pay the transaction fees of the Trustee. 

Government Obligations shall be limited to (i) direct obligations (other than an obligation 
subject to variation in principal repayment) of the United States of America, (ii) obligations fully 
and unconditionally guaranteed as to timely payment of principal and interest by the United States 
of America, (iii) obligations fully and unconditionally guaranteed as to timely payment of 
principal and interest by any agency or instrumentality of the United States of America when 
such obligations are backed by the full faith and credit of the United States of America, or 
(iv) evidences of ownership of proportionate interests in future interest and principal payments 
on obligations described above held by a bank or trust company as custodian, under which the 
owner of the investment is the real party in interest and has the right to proceed directly and 
individually against the obligor and the underlying government obligations are not available to 
any person claiming through the custodian or to whom the custodian may be obligated. 

The price of the Government Obligations will be established so as to effect an 
approximate zero yield-to-matiirity during the period in which the Government Obligations are 



87I90\00000\51318.1 [COMPARE: 51017.4 v 5 ON 08/05/96] 



held in the Reserve Fund. (The yield-to-maturity may not be exactly zero due to rounding.) The 
Government Obligations may be delivered in such amounts as to invest fully all amounts 
deposited (the "Available Amounts") in the Reserve Fund. The expected Available Amounts, 
Maturity Dates and the Bond Payment Dates are shown on Exhibit A of the attached Agreement. 

Form of the Forward Purchase Agreement . The proposed form of Agreement is attached 
hereto as Attachment D. Please review the Agreement and determine that its form is satisfactory 
to you before bidding. The Agreement shall be the final agreement between the parties and 
will not be subject to any negotiations after the award of the bid. By submitting a bid, the 
bidder acknowledges that it has read all the terms and conditions of the Agreement and is 
prepared to execute the Agreement in the form circulated. The Port reserves the right to 
make non-material changes to the Agreement at any time prior to the final execution of the 
Agreement. 

The Bonds . The Bonds were issued on June 28, 1994. The Bonds are governed by an 
Indenture of Trust dated as of June 1, 1994, as supplemented by the First Supplemental Indenture 
of Trust, dated as of June 1, 1994 (collectively, the "Indenture"), each by and between the Port 
and the Trustee. 

The Bonds are rated A and BBB+ with a stable outlook by Moody's Investors Service and 
Standard & Poor's Rating Group, respectively. The Agreement will be subject to approval and 
conditions of Moody's and S & P. 

The Reserve Fund is established in accordance with Section 5.04 of the Indenture. The 
Indenture provides that the Reserve Fund be funded in an amount equal to the Reserve 
Requirement. The Reserve Requirement for the Bonds is $5,361,000 and will remain at this 
amount during the scheduled term of the Agreement (assuming the Bonds are retired as scheduled 
and are not defeased in whole or in part prior to maturity). 

Qualified Financial Institution . The Agreement may only be executed with a "Qualified 
Financial Institution" as described below: 

A "Qualified Financial Institution" shall mean a bank, insurance company, trust company, 
national banking association, a corporation subject to registration with the Board of Go\emors 
of the Federal Reserve System under the Bank Holding Company Act of 1956, or a dealer in 
government securities which is recognized as a primary dealer by a Federal Reserve Bank, or 
other domestic corporation, and whose unsecured obligations or uncollateralized debt obligations 
have been assigned a long-term debt rating of at least AA, or the equivalent, by Moody's 
Investors Service, Inc., and Standard & Poor's Corporation, respectively. 

Notional Amount . The Bonds settled on June 28, 1994. It is currently expected that 
purchases of Government Obligations will commence under the Agreement on the Settlement 
Date after the execution of all docimients related to the Agreement. Deposits will be made by 
electronic transfer to the account specified by the successful Qualified Financial Institution. On 
the Settlement Date, the Port anticipates that $5,361,000 (the "Notional Amount") will be 



87190\00000\51318.1 [COMPARE: 51017.4 v 5 ON 08/05/96] 



available for purchases of Government Obligations from the Provider. No further deposits are 
expected to be made under the Agreement. 

Use of Reserve Fund Monies . The Port established the Reserve Fund pursuant to the 
terms and conditions of the Indenture. The purpose of the Fund is to help secure the timely 
payment of principal and interest on the Bonds. Under the Indenture, the Trustee is obligated 
to transfer the monies in the Fund to the Debt Service Fund if the monies in the Debt Service 
Fund are insufficient to pay the principal and interest payable on the next Bond Payment Date. 
The Bond Payment Dates are January 1 and July 1 of each year. 

Termination . The Agreement will provide that the Port may terminate the Agreement at 
will with respect to all or a portion of the Notional Amount. Upon such termination, a termina- 
tion value will be payable to the Port or the Provider, as applicable, based upon a determination 
of the Agreement's fair market value to each party at such time. 

Refunding of the Bonds . Under the Agreement, the Provider will agree that the 
Agreement may be transferred to a reserve fund for any bonds issued to refund the Bonds. If the 
Notional Amount of the Agreement will be reduced in connection with such transfer then the 
provisions regarding partial optional termination of the Agreement will apply. The Port aD.d the 
Provider are free to negotiate an increase in the Notional Amount or a change in the payment 
schedule for the Agreement if desired at such time. 

Downgrade . In the event that the Provider is no longer a Qualified Financial Institution, 
the Port shall have the right to terminate the Agreement. The original Provider will have a 
limited right to assign the Agreement to a Qualified Financial Institution, subject to the Port's 
consent, which consent can be withheld in its sole and absolute discretion. 

The Term . The term of the Agreement will be from , 1996, to July 1, 2004, 

the call date of the Bonds or July 1, 2009, the maturity date of the Bonds. The Port will solicit 
bids for each termination date and notify the winning bidder of the term of the Agreement when 
the wiiming bid is awarded. 

The Governing Law . The Agreement shall be governed by laws of the State of California. 
A legal opinion rendered with respect to California law will be required from counsel to the 
Qualified Financial Institution. See "Evidence of Qualifications and Legal Opinion" below and 
Attachment C attached hereto. 

Offer Submission . AU offers are due by 1:00 p.m. EDT, Monday, July 29, 1996. Offers 
should be telecopied to the Port's financial advisor. Public Financial Management, Inc. ("PFM"), 
attention Rich Rein or Michael Harris, telephone: (717) 232-2723, fax: (717) 233-6073 or (717) 
232-3087 using the Offer Sheet as attached as Attachment A hereto. 

Each Offer may include bids for both termination dates, July 1 , 2004 and July 1 , 2009. 
See "The Term" above. 

Each Offer should specify each semi-annual fee payment and the total fee amount and 
should be signed by an appropriate officer of the Qualified Financial Institution. Except for the 

87190\00000\51318.1 [COMPARE: 51017.4 v 5 ON (»A)S«6] 3 



first semi-annual fee payment, all fee payments must be equal. All fees amounts are required to 
be paid on the Delivery Dates as listed on Exhibit B to the Agreement. See Attachment A hereto 
for the Offer Sheet. Any Offer submitted with any conditions shall be subject to rejection by the 
Port. The Port will have the right to reject any and all offers. 

Award . The Agreement will be awarded to the Qualified Financial Institution providing 
the highest total amount of all semi-annual fee amounts. 

The award shall be made as soon as practical after the tabulation of the offers. The Port 
reserves the right to reject any and all offers that are not submitted in strict accordance with the 
terms herein. The Port also reserves the right, in its sole discretion, to waive any irregularity or 
informality in any bid and to select the winning bidder among bidders submitting identical bids. 

Amendment . This Request for Offers may be amended, supplemented or rescinded at any 
time prior to the date and time at which offer submissions are due as described above, by 
transmission to the potential Qualified Financial Institutions in the same manner as this Request 
for Offers is being transmitted. 

Additional Infoimation . Potential Qualified Financial Institutions requesting additional 
information may contact Michael Harris, telephone (717) 232-2723. 

Expenses . All expenses associated with the Provider's performance of the Agreement, 
including but not limited to the Provider's legal fees, safekeeping fees, brokers' fees, collateral 
substitution fees and electronic funds transfer charges, are the responsibility of the Provider. 

Under the Agreement, the Provider shall be responsible for paying the transactional fees 
of the Trustee if Qualified Eligible Securities are sold to the Trustee on more than three occasions 
during a semi-annual period. 

At the direction of the Port, the Provider will be required to pay on behalf of the Port to 
PFM, a fee of 0.05% ("5 basis points") of the Notional Amount under the Agreement. 

In accordance with the Internal Revenue Code of 1986, as amended, and the regulations 
promulgated thereunder, the Provider shall be required to execute a certificate relating to 
administrative costs that will be paid to third parties in connection with the Agreement and other 
matters. See Attachment B for a form of this certificate. 

Evidence of Qualifications and Legal Opinion . Prior to the execution of the Agreement, 
the successful Qualified Financial Institution shall furnish to the Port and the Trustee (i) such 
statements, certificates or other documents as the Port may reasonably request evidencing that 
such Qualified Financial Institution meets the qualifications described above, and (ii) an opinion 
of counsel acceptable to the Port in form of Attachment C hereto and in substance satisfactory 
to counsel to the Port to the effect that the Agreement constitutes a legally valid, binding, and 



87190\O000O\51318.1 [COMPARE: 51017.4 v 5 ON 08/05/96] 



enforceable obligation of such Qualified Financial Institution and that the funds on deposit in the 
Reserve Fund would not constitute property of the Provider under bankruptcy proceedings. 

Dated: , 1996 



87 1 90\00000\S 1318.1 [COMPARE: 5 1 1 7.4 v 5 ON 08/05/96] 



ATTACHMENT A 

OFFER SHEET 

PLEASE FAX YOUR OFFER TO the Port's financial advisor, Public Financial 
Management, Inc. no later than 1:00 p.m. EDT, Monday, July 29, 1996. Offers should be 
telecopied to the attention of Rich Rein or Michael Harris, telephone: (717) 232-2723, fax: (717) 
233-6073 or (717) 232-3087. Should the timing of the pricing of the Agreement be changed, the 

new time will be announced via telecopy. 

* * * 

We have received and read the Request for Offers for a Forward Purchase Agreement 

dated , 1996 (the "RFO") concerning the investment of amounts in the Reser\'e Fund 

in connection with the Port Commission of the City and County of San Francisco Revenue 
Refunding Bonds, Series 1 994. We have reviewed the proposed Forward Purchase Agreement. 
We acknowledge and understand that the terms of the proposed Forward Purchase Agreement will 
not be subject to further negotiations after the award of the bid. We are prepared to execute the 
proposed Forward Purchase Agreement without any conditions. 



Our offer is as follows: 



Call Date Maturit\- Date 

(7/1/04) (7/1/09) 



First Fee Amount: $ 

Subsequent Semi-Annual Fee Amounts: $ 

Total Fee Amount: $ 

Financial Institution: 

Long Term Ratings (Moody's/S&P): 

Qualified Dealer(s) (pursuant to the Forward Purchase 
Agreement): 



RFO. 



We hereby certify that vjq are a qualified provider under the requirements set forth in the 

Signed: 

Name: 

Title: 

Phone Number: 

Fax Number: 

Date: 



87190\00000\5I318.1 [COMPARE: 51017.4 v 5 ON 08/05/96] A" 1 



ATTACHMENT B 



CERTIFICATE OF PROVIDER WITH RESPECT TO 
FORWARD PURCHASE AGREEMENT 



. 1996 



I 



Port Commission of the City and County 

of San Francisco 
Ferry Building, Suite 3100 
San Francisco, CA 94111 

Re: Forward Purchase Agreement, dated , 1996, Relating 

to the Reserve Fund for the Port Commission of the City and 
County of San Francisco Revenue Refunding Bonds, Series 1994 

Ladies and Gentlemen: 

In connection with the above-captioned Forward Purchase Agreement (the "Agreement"), 
the undersigned HEREBY CERTIFIES as follows: 

1 . The schedule attached hereto as Schedule A is a list of the recipient amount and 
purchase of each brokerage fee, placement fee, commission, or other similar payment to third 
parties paid by, or on behalf of, the vmdersigned in connection with the Agreement. No pa\Tnents 
are being made by the undersigned on behalf of the Port Commission of the City and County of 
San Francisco (the "Port") to any part}'. 

2. The yield on the Agreement (after the payment of all fees in paragraph one hereof, 
if any) is not less than the yield that, as of the date the undersigned agreed to pro\ide the 
Agreement, was currently available from the undersigned on reasonably comparable in%"estment 
contracts offered to other persons from a source of funds other than amounts that are gross 
proceeds of an issue of tax-exempt obligations. The undersigned did not participate in, nor to 
the best of its knowledge did any party to whom the undersigned made any payment encompassed 
in the preceding paragraph participate in, any arrangement or understanding to Hmit, or otherwise 
set the yield on the Agreement. 

3. The collateral security requirements of the Agreement, as provided in the 
solicitation for bids, was reasonable and a significant factor in determining the yield on the 
Agreement. 



87190\00000\5I318.1 [COMPARE: 51017.4 v 5 ON 08/05/96] B"! 



We understand that the representations contained herein will be relied upon by the Port, 
for purposes of determining compliance with the Internal Revenue Code of 1986, as amended, 
and the regulations promulgated thereunder. 

[PROVIDER] 



By:_ 

Name: 
Title: 



87190\00000\51318.1 [COMPARE 51017.4 v 5 ON 0gA)5»6] B-2 



Schedule A to 
Attachment B 



ADMINISTRATIVE COSTS PAID IN CONNECTION 
WITH FORWARD PURCHASE AGREEMENT 



Purpose Amount 



87190\00000\51318.] [COMPARE: 51017.4 v 5 ON 0SA)5/96] B-3 



ATTACHMENT C 



(LETTERHEAD OF OUTSIDE COUNSEL TO PROVIDER) 



1996 



Port Commission of the City and County 
of San Francisco 
Ferry Building, Suite 3100 
San Francisco, CA 94111 

Union Bank 

350 California Street, Suite 1150 

San Francisco, CA 94104 

Re: Forward Purchase Agreement, dated , 1996, Relating 

to the Reserve Fund for the Port Commission of the City and 
County of San Francisco Revenue Refunding Bonds, Series 1994 

Ladies and Gentlemen: 

We have acted as counsel to [Provider] (the "Provider") in connection with its execution 

and delivery of the Forward Purchase Agreement, dated as of , 1 996 (the "Forward 

Purchase Agreement"), by and between Union Bank, as Trustee ("Trustee") and Pro\ider. 
Capitalized terms used herein and not defined herein have the respective meaning given to them 
in the Forward Purchase Agreement. 

In rendering this opinion, we have examined, among other things, copies of the Forward 
Purchase Agreement and the Indenture. 

In connection with the foregoing, we have also examined originals or copies satisfactor>' 
to us of all such corporate records, agreements, certificates and other documents as we have 
deemed relevant and necessar}' as a basis for the opinions hereinafter expressed. In such 
examination we have assumed the genuineness of all signatures, the authenticity of all documents 
submitted to us as originals, and the conformity with the original documents of all documents 
submitted to us as copies. 

In giving the opinions expressed below we do not purport to be expert in or generally 
familiar with or qualified to express legal opinions based on the laws of any jurisdiction other 
than federal laws, the laws of the State of California and the General Corporation Law of the 
State of California and opinions expressed herein are limited to federal law, the laws of the State 
of California and the General Corporation Law of the State of California. 



87 1 90\00000\5 1318.1 [COMPARE: 5 1 1 7.4 v 5 ON 08/05;%] 



C-1 



Port Commission of the City and County 
of San Francisco 
Union Bank 

, 1996 

Page 2 



Based upon the foregoing examination and review, we are of the opinion that: 

(i) [Provider] has full legal right, power and authority to enter into the Forward 
Purchase Agreement; 

(ii) The Forward Purchase Agreement has been duly authorized, executed and delivered 
by [Provider]; 

(iii) The Forward Purchase Agreement is a legal, valid and binding obligation of 
[Provider], enforceable against it in accordance with the terms thereof, subject to applicable 
bankruptcy, insolvency and similar laws affecting creditors' righiT. generally, .and subject, as to 
enforceability, to general principles of equity; and 

(iv) In the event of a bankruptcy, receivership, conservatorship, liquidation or other 
applicable insolvency proceeding of which the Provider is the subject, under the laws of the 
applicable jurisdiction(s), (a) neither the Government Obligations delivered to the Trustee nor the 
other funds on deposit in the Reserve Fund would constitute property of the estate of the Provider 
in such proceeding, (b) neither the liquidation of the Goverrmient Obligations nor pa\Tnents to 
the Owners of the Bonds from amounts in the Reserve Fund including proceeds from the sale of 
Government Obligations, would be subject to a stay (other than a temporary stay), (c) payments 
to the Owners of the Bonds from amounts in the Reserve Fund, including proceeds from the sale 
of Government Obligations, would not be voidable in such proceeding, [and (d) if the Provider 
is an insured depository institution, the Agreement complies with the requirements of 
Section 13(e) of the Federal Deposit Insurance Act, as amended (the "FDIA") and is a "qualified 
financial contract" within the meaning of Section 11(e) of FDIA.] 

We are furnishing this opinion to you solely for your benefit and no other person is 
entitled to rely hereon. This opinion is not to be used, circulated, quoted or otherwise referred 
to for any other purpose. 

Very truly yours. 



87190\00000\51318.I [COMPARE; 5 1 017.4 v 5 ON 08/05/96] C-2 



ATTACHMENT D 
DEBT SERVICE RESERVE FUND FORWARD PURCHASE AGREEMENT 



This Forward Purchase Agreement (this "Agreement"), dated as of , 1996, 

among Union Bank, San Francisco, Cahfornia, (the "Trustee"), the Port Commission of the City 
and County of San Francisco (the "Port") and (the "Provider"). 

SECTION I. DEFINITIONS 

For purposes of this Agreement, unless the context clearly indicates otherwise, the words 
and terms defined in this Section I have the respective meanings given to them herein or in the 
Indenture: 

"Available Amount" means, at any time, amounts on deposit in the Reserve Fund from 
time to time in amounts no more than the Notional Amount. 

"Bond Payment Date" means each date on which principal and/or interest on the Bonds 
is due under the Indenture and identified as a "Bond Payment Date" on Exhibit A unless such 
date is not a Business Day, in which case "Bond Payment Date" means the immediately 
succeeding Business Day. 

"Bonds" means collectively the Port's Revenue Refunding Bonds, Series 1994, and any 
other Bonds as defined under the Indenture. 

"Business Day" shall mean, unless otherwise specified by the Indenture, any day of the 
week other than Saturday, Simday or a day which shall be, in the State of California, the State 
of New York or in the jurisdiction in which the Corporate Trust Office of the Trustee or the 
principal office of the Registrar is located, a legal holiday or a day on which banking institutions 
are authorized or obligated by law or executive order to close. 

"Default Rate" means six-month LIBOR plus 0.5%, as such rate may change on each day 
it is applied and calculated based on a 365-day year. 

"Delivery Date" means the date of delivery of a Qualified Eligible Security as specified 
in a Delivery Notice, provided that such date with respect to a particular Maturity Date must fall 
within the period beginning on the immediately preceding Bond Payment Date and ending on the 
last Business Day prior to such Maturity Date. 

"Delivery Notice" means a notice substantially in the form of Exhibit E or in such other 
form as provided by the Provider or Qualified Dealer and is reasonably acceptable to the Trustee. 

"Differential" means the amount, if any, by which the Maturity Amount of any Qualified 
Eligible Security delivered hereunder exceeds the Market Value thereof. 



87 1 90\00000\5 1318.1 [COMPARE: 5 1 1 7.4 v 5 ON 08/05/96] 



D-1 



"Early Maturing QES" means any sold and delivered Qualified Eligible Security that either 
matures or has a coupon payment between its Delivery Date and before the next Bond Payment 
Date. 

"Fee Amount" means the amounts as set forth in Exhibit B. 

"Federal Funds Rate" means the overnight Federal Funds rate available to the Trustee, as 
such rate may change on each day it is applied and calculated based on a 3 65 -day vear. 

"Government Obligation" means direct, full faith and credit, non-callable obligations of 
the United States of America. Government Obligations shall be limited to (i) direct obligations 
(other than an obligation subject to variation in principal repayment) of the United States of 
America, (ii) obligations fully and unconditionally guaranteed as to timely payment of principal 
and interest by the United States of America, (iii) obligations fully and unconditionally 
guaranteed as to timely payment of principal and interest by any agency or instrumentality of the 
United States of America when such obligations are backed by the full faith and credit of the 
United States of America, or (iv) evidences of ownership of proportionate interests in future 
interest and principal payments on obligations described above held by a bank or trust company 
as custodian, under which the owner of the investment is the real party in interest and has the 
right to proceed directly and individually against the obligor and the underlying government 
obligations are not available to any person claiming through the custodian or to whom the 
custodian may be obligated. 

"Indenture" means the Indenture of Trust, dated as of June 1, 1994, as supplemented by 
the First Supplemental Indenture of Trust, dated as of June 1, 1994 (collectively, the "Indenture"), 
each by and between the Port and the Trustee. 

"Insolvent" means (i) the Provider shall (1) commence a voluntary case under the federal 
bankruptcy laws (as in effect on the date of this Agreement or hereafter), (2) file a petition 
seeking to take advantage of any other law, relating to bankruptcy, insolvency, reorganization, 
winding up or composition or adjustment of debts, (3) consent to any petition filed against it in 
an involuntary case under such bankruptcy or insolvency or other laws, (4) apply for or consent 
to the appointment of, or the taking of possession by, a Trustee, receiver, custodian, liquidator 
or the like for itself or for all or a substantial part of its property, (5) admit in writing its inability 
to pay,. or generally not be paying, its debts as they come due, (6) make a general assignment for 
the benefit of creditors, or (7) take any official action for the purpose of affecting any of the 
foregoing; or (ii) a case or other proceeding shall be commenced against Provider, in any court 
of competent jurisdiction seeking (1) relief under the federal bankruptcy laws (as in effect on the 
date of this Agreement or hereafter) or under any other law relating to bankruptcy, insolvency, 
reorganization, winding up or composition or adjustment of debts, or (2) the appointment of a 
Trustee, receiver, custodian, liquidator or the like for the Provider, or for all or a substantial part 
of its property, and any case or proceeding shall continue undismissed and unstayed for a period 
of sixty (60) consecutive calendar days, or an order granting the relief requested in any such case 
or proceeding against such party shall be entered and shall remain in effect and unstayed for a 
period of sixty (60) consecutive days. 



87I90\00000\513I8.I [COMPARE 51017.4 v 5 ON 08/05/96] D-2 



"LIBOR" means the rate per annum at which deposits in U.S. Dollars in the amount of 
$1 ,000,000 for a period of six months are offered to prime banks in the London interbank market, 
as reported by REUTERS or such other electronic media service that may replace or substitute 
for REUTERS, at approximately 1 1:00 a.m. (London Time) on the working day on wiiich such 
interest rate is being established and applied hereunder, a "working day" being a Business Day 
on which dealings in foreign currencies and exchange between lenders may be conducted in 
London, England. 

"Market Value" means with respect to any Qualified Eligible Security delivered hereunder, 
the market value thereof including accrued interest as specified by the Provider or Qualified 
Dealer, as the case may be, provided that the Market Value of any such security shall in no event 
exceed the Maturity Amount thereof. 

"Maturity Amount" means, with respect to any Qualified Eligible Security' delivered in 
connection with a Delivery Date, the amount, payable in cash, representing the principal and 
interest due thereon on the maturity date of that security and on or before the Maturit}* Date. In 
calculating the Maturity Amount for any Qualified Eligible Security, the Provider shall not 
include any earnings received from the reinvestment of any principal or interest pa>Tnenis 
received by the Trustee between the Delivery Date on which such security was delivered and the 
applicable Maturity Date. 

"Maturity Date" means each date identified as a "Bond Payment Date" on Exhibit A. 

"Notional Amount" means $5,361,000, the amount of funds intended to be invested 
pursuant to this Agreement and expected to be on deposit in the Reserve Fund during the term 
of this Agreement, except for withdrawals from the Reserve Fund as permitted under the 
Indenture, provided that such amount may be reduced pursuant to Section 7.6. 

"Qualified Dealer" means [to be designated by Provider at time 

bids are submitted]. Any change to or substitution of the Qualified Dealer designated herein shall 
be subject to the prior written consent of the Port which consent the Port can withhold in its sole 
and absolute discretion. 

"Qualified Eligible Security" for any Delivery Date means a Government Obligation which 
shall (i) mature not later than the next Bond Payment Date and (ii) have a Maturit>" Amount 
which does not exceed the Notional Amount. 

"Qualified Financial Institution" shall mean a bank, insurance company, trust company, 
national banking association, a corporation subject to registration with the Board of Governors 
of the Federal Reserve System under the Bank Holding Company Act of 1956, or a dealer in 
government securities which is recognized as a primary dealer by a Federal Reser\'e Bank, or 
other domestic corporation, and whose unsecured obligations or uncollateralized debt obligations 
have been assigned a long-term debt rating of at least AA, or the equivalent, by Moody's 
Investors Service, Inc., and Standard & Poor's Ratings Group, respectively. 



87190\00000\513I8.1 [COMPARE. 51017.4 v 5 ON 08/05/96) D-3 



"Reserve Fund" means the fund created pursuant to Section 5.04 of the Indenture and 
designated thereunder as the Reserve Fund. 

"Settlement Date" means , 1996. 

"Termination Date" shall be July 1, 20_ [2004 or 2009, to be determined by Port after 
receipt of bids relating to each date1 . or such earlier date on which the Agreement is terminated 
in accordance with its terms . 

"Termination Value" means the amount calculated with respect to all or a portion of the 
Notional Amount as follows: 

(i) The Provider shall use best efforts to obtain quotations, as of the date of termina- 
tion of this Agreement, from at least three leading dealers in United States Government securities, 
each with a rating on long term debt of AA or better from at least one nationally recognized 
rating agency, which enter into agreements such as this Agreement (each, a "Dealer") of the 
amount (which may be positive or negative) that such Dealer would pay or would have paid to 
the Provider (expressed as a positive amount), or would have been required to be paid by the 
Provider (expressed as a negative amount), in consideration of the Provider assigning to such 
Dealer its rights under this Agreement as of the date of termination, assuming this Agreement 
remained in effect until the Termination Date. Such quotations shall be obtained, to the extent 
practical, as of the same time on the date of termination or such other date as shall be mutually 
agreed upon by the Trustee and the Provider. 

(ii) The Port shall also obtain up to three quotations in the same manner as described 
in paragraph (i) above. The Port may elect not to obtain any quotations. 

(iii) If more than three such quotations are obtained by the Provider and the Port 
combined, the highest and lowest quotations shall be disregarded and the Termination Value shall 
be the arithmetic mean of the remaining quotations. 

(iv) If exactly three quotations are obtained, the Termination Value shall be the median 
quotation. 

(v) If the Provider and/or the Port are unable to obtain in the aggregate at least three 
quotations, the Termination Value shall be the amount, as of the date of termination of this 
Agreement, as agreed upon in good faith between the Port and the Provider, required to 
compensate the Port or Provider, as the case may be, for any losses or costs (including loss of 
bargain and costs of funding but excluding legal fees and other out-of-pocket expenses) that it 
may incur as a result of the early termination of this Agreement. 



87190\00000\51318.I [COMPARE; 51017.4 v 5 ON 08/05/96] D-4 



SECTION II. PURCHASE AND SALE ARRANGEMENT 

Section 2.1 Purchase and Sale of Qualified Eligible Securities . 

(a) In consideration of the payment by the Provider of each Fee Amount. Provider 
may at its option, sell or cause a Qualified Dealer to sell to the Trustee, on any Deliver)^ Date, 
in accordance with the delivery requirements of Section 2.2 hereof. Qualified Eligible Securities 
selected by Provider or the Qualified Dealer with an aggregate Maturity Amount no more than 
the Notional Amount. 

(b) As the purchase price for the Qualified Eligible Securities, the Trustee shall, on 
behalf of the Port, immediately pay to the Provider (the Provider shall be responsible for 
reimbursing any Qualified Dealers who deliver Qualified Eligible Securities to the Trustee), as 
applicable, in accordance with Section 2.2(b) hereof, an amount equal to the Maturity Amount 
thereof. Such purchase shall be solely from the Available Amount. Each deliver}' of Qualified 
Eligible Securities to the Trustee shall be in accordance with the delivery requirements sei forth 
in Section 2.2. 

(c) The Port and the Trustee acknowledge that if the Available Amount is less than 
the Notional Amount because of a draw-down of the Reserve Fund as permitted under the 
Indenture, then the Provider will be compensated as provided under Sections 7.1 and 7JZ. 

(d) The Provider acknowledges that if, on any Bond Payment Date, tite Pon has 
notified the Trustee that it will not be able, or has otherwise failed to transfer sufficient funds to 
the Trustee, to pay the scheduled interest on, or principal of, any obligation to which the Reserve 
Fund relates, the Trustee shall be required to purchase Qualified Eligible Securities on such 
Delivery Date in an amount not to exceed the Available Amount after money has been ^ivithdrawTi 
from the Reserve Fund to provide for such shortfall. 

In the event the Provider receives a notice pursuant to Section 2.5 that as a result of a 
withdrawal from the Reserve Fund the Available Amount on deposit in the Reser\e Fund is less 
than the Notional Amount, the Provider shall have the right to offer Qualified Eligible Securities 
in a Maturity Amount no greater than such Available Amount until notice is received of another 
Available Amount or that the Available Amount has returned to the Notional AmounL Any 
compensation due the Provider under Section 7.2 shall accrue only with respect to the difference 
between the Notional Amount and the Available Amount in accordance with this paragraph. 

(e) Neither the Provider nor the Qualified Dealer is required to own any Qualified 
Eligible Securities at the time of Provider's execution of this Agreement or at any time prior to 
the respective Delivery Dates thereof. The Qualified Eligible Securities and the interest thereon, 
will, prior to the delivery thereof to the Trustee, be the sole property of the Provider or Qualified 
Dealer, and any profit or loss with respect to the holding or sale of any Qualified Eligible 
Securities delivered hereunder, even if purchased and identified to fulfill Provider's obligations 
under this Agreement, shall, prior to such delivery, be for the sole account of the Provider or 
Qualified Dealer. 



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Section 2.2 Delivery; Payment . 

(a) All Qualified Eligible Securities sold and delivered hereunder shall be delivered 
to the Trustee to the account specified for the Trustee in Section 9.1 hereof, through the Federal 
Reserve wire transfer system (or, in the absence of such system in the future, in such manner as 
at the time is generally acceptable for delivery of Qualified Eligible Securities). All Qualified 
Eligible Securities delivered hereimder shall be in book-entry form only, and delivered to the 
Trustee on a "delivery versus payment" basis whereby delivery of the Qualified Eligible Security 
is provided to the Trustee simultaneously with the payment of the Qualified Eligible Securities 
therefor. 

(b) (i) The Provider shall give or cause the Qualified Dealer to give the Trustee 
at least two (2) Business Days' prior written notice of the delivery of any Qualified Eligible 
Security. Such notice shall specify the Maturity Date, the Maturity Amount, the applicable 
Delivery Date, the CUSIP Number and the security to be delivered and shall be in substantially 
the form of the Delivery Notice. If the Trustee determines that the securities proposed to be sold 
and delivered by the Provider or the Qualified Dealer are not Qualified Eligible Securities, the 
Trustee shall immediately notify the Provider and the Port. In no event shall the Trustee 
purchase or be required to purchase securities which are not Qualified Eligible Securities. Failure 
of the Trustee to notify Provider that the securities tendered are not Qualified Eligible Securities 
shall not, however, release the Provider or Qualified Dealer, as applicable, from, or oiiierwise 
affect, its obligation to deliver or cause to be delivered only Qualified Eligible Securities. 

(ii) Concurrently with the delivery of any Qualified Eligible Security, the 
Trustee shall pay to the Provider or Qualified Dealer, whichever delivers the Qualified Eligible 
Security, the Maturity Amount thereof from (and only to the extent of) the then Available 
Amount. 

(iii) All payments to be made hereunder shall be made in immediately a\-ailable 
funds from the Reserve Fund by means of a bank or federal funds wire. 

Section 2.3 Subsequent and Partial Deliveries . 

For any Early Maturing QES, the Trustee shall use the proceeds received from the Early 
Maturing QES ("Interim Proceeds") to purchase additional Qualified Eligible Securities from the 
Provider if the Provider (i) notifies the Trustee of its intent to sell Qualified Eligible Securities 
and (ii) delivers the requisite Delivery Notice to Trustee as provided in Section 2.2(b)(i). All 
these purchases of Qualified Eligible Securities must conform with all the requirements of this 
Agreement, including Section 2.2. 

The Provider may sell the Port Qualified Eligible Securities with a Maturity Amount equal 
to a portion of the Notional Amount, and the Provider may cause future sales to the Trustee up 
to the amount of any available cash in the Reserve Fund after such a sale. 

If the Trustee is sold Qualified Eligible Securities pursuant to this Agreement on more 
than three (3) occasions during the period on and after a Bond Payment Date and before the 



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succeeding Bond Payment Date, the Provider shall be responsible for payment of any investment 
charges the Trustee charges the Port for such a transaction. The Provider will reimburse the Port 
for any such transaction fee upon receiving a notice from the Port of the amount of such fee. 

Section 2.4 Late Delivery: Failure to Deliver . 

If Provider does not deliver or cause the Qualified Dealer to deliver Qualified Eligible 
Securities on any Delivery Date or if the securities which are so delivered have a Maturity 
Amount which is less than the Notional Amount, the Trustee shall invest, in overnight invest- 
ments until otherwise directed by the Port, an amount equal to the difference between the 
applicable Notional Amount and the amount of Qualified Eligible Security in a permitted 
investment as specified in the Indenture that may be liquidated on not more than one day's notice 
pending any late or further delivery from the Provider or Qualified Dealer prior to the related 
Bond Payment Date. Upon the Provider's failure to deliver Qualified Eligible Securities, the 
Trustee shall send written notice to the Port. 

No failure on Provider's part to deliver or cause the Qualified Dealer to deliver ^ 
Qualified Eligible Securities hereunder shall terminate or affect Provider's right to cause future 
sales of Qualified Eligible Securities in accordance with this Agreement. 

Section 2.5 Notice of Withdrawal from Fund . 

If at any time the Trustee is required under the Indenture to withdraw any investment or 
other amounts from the Reserve Fund, including Qualified Eligible Securities, to make a debt 
service payment, the Trustee shall promptly give oral and written notice thereof to the Provider 
and shall in such notice specify (i) the amount or investments which are to be withdrawn and (ii) 
the amoimt or investments which will be in the Reserve Fund after such withdrawal. If the 
Reserve Fund is replenished after any amount is withdrawn pursuant to this Section 2.5, the 
Trustee shall promptly give the Provider oral and written notice of such replenishment and the 
amount thereof. 

Section 2.6 Fee Amount . 

In consideration of the execution of this Agreement by the Trustee, the Pro\ider shall pay 
to the Trustee for the account of the Port, the Fee Amounts as set forth in Exhibit B. These Fee 
Amoimts shall be payable regardless of whether Provider delivers the Qualified Eligible 
Securities. The Provider shall have no right of set off against the Fee Amount. 

Section 2.7 Term of Agreement . 

The term of this Agreement shall commence on the Settlement Date and shall end on the 
Termination Date. 



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Section 2.8 Trustee Instructed to Comply with Agreement . 

The Port hereby instructs the Trustee to comply with the terms of this Agreement in 
accordance with the Indenture. 

SECTION III. DEFEASANCE OR REFUNDING 

Section 3.1 Defeasance or Refunding . 

The Port shall give Provider at least ten (10) Business Days' prior notice of its intention 
to defease, redeem or refund the Bonds as provided in the Indenture. The Provider agrees that 
this Agreement may be transferred at the direction of the Port to a reserve fund for any refunding 
bonds issued to refund the Bonds and will execute any amendments hereto necessary to reflect 
changes in the name of the bonds, trustee or similar matters hereunder. Any decrease in the 
Notional Amount as a result of such transfer shall be subject to Section 7.6, with Termination 
Value relating to such decrease resulting in payments to the Provider or the Port, as apphcable. 

SECTION IV. REPRESENTATIONS AND WARRANTIES 

Section 4.1 Representations and Warranties . 

Each party hereto represents and warrants to the other parties hereto that: 

(a) it is duly organized and validly existing under the laws of its jurisdiction, or state 
of incorporation or establishment; 

(b) it has the power to enter into and perform, its obligations under this Agreement 
including, if it is the Provider, to pay aU the Fee Amounts and, if it is the Trustee or the Port, 
to perform its obligations imder the Indenture; 

(c) this Agreement has been duly authorized, executed and delivered by it and, 
assuming the due authorization, execution and delivery hereof by the other parties hereto, 
constitutes a legal, valid and binding obhgation of it enforceable against it in accordance \\ith the 
terms hereof, subject to apphcable bankruptcy, insolvency, conservatorship, receivership and 
similar laws affecting creditors' rights generally, and subject, as to enforceabilit>', to general 
principles of equity regardless of whether enforcement is sought in a proceeding in equitv- or at 
law; 

(d) its execution and delivery of this Agreement and its performance of its obligations 
hereunder do not and will not constitute or result in a material default under, a material breach 
or violation of, or the creation of any lien or encumbrance on any of its property under, its 
charter or by-laws, or, in the case of the Provider, any other agreement, instrument, judgment, 
injxmction or order applicable to it or any of its property; 

(e) all consents, authorizations and approvals requisite for its execution, delivery and 
performance of this Agreement have been obtained and remain in full force and effect and all 



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conditions thereof have been duly complied with and no other action by, and no notice to or 
filing with, any governmental authority or regulatory body is required for such execution, delivery 
or performance; 

(f) there is no proceeding pending or, to the best of its knowledge, threatened against 
it at law or in equity or before any governmental instrumentality or in any arbitration, which 
would materially impair its ability to perform its obligations under this Agreement, and there is 
no such proceeding pending against it which purports or is likely to affect the legality, validity 
or enforceability of the Agreement; 

(g) in the case of the Port and the Trustee only, the provisions of the Indenture with 
respect to it are legal, valid and binding obligations, enforceable against it in accordance with the 
terms thereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' 
rights generally, and subject, as to enforceability, to general principles of equity (regardless of 
whether enforcement is sought in a proceeding in equity or at law); and 

(h) in the case of the Port only, the amounts on Exhibit A correspond to the expected 
Available Amounts on deposit in the Reserve Fund on the dates shown, except in the event of 
a v^thdrawal from the Reserve Fund as permitted by the Indenture. 

SECTION V. COVENANTS 

Section 5.1 Covenants . 

The Provider, the Port and the Trustee each covenants to each other that so long as it shall 
have any obligations under this Agreement it shall: 

(a) maintain in full force and effect all material authorizations and agreements of and 
exemptions, consents, licenses, actions or approvals by, and all filings with or notices to, any 
governmental or other authority that are required to be obtained or made by such party, with 
respect to this Agreement and will use all reasonable efforts to obtain or make any that may 
become necessary in the future; 

(b) comply in all material respects with all applicable laws, rules, regulations and 
orders to which it may be subject if failure so to comply would materially impair its ability to 
perform its obligations under this Agreement; 

(c) give the other parties hereto prompt notice of any legal proceedings pending 
against such party which, if adversely determined would affect the legality, validity or 
enforceability of this Agreement, or with respect to the Trustee, would in its judgment materially 
impair its ability to perform its obligations under this Agreement; and 

(d) not take any action that would cause any of the representations and warranties 
contained in Section 4.1 hereof to be untrue or incorrect in any material respect. 



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Section 5.2 Notice by Provider to Port and Trustee of Downgrade of Provider . 

The Provider shall give notice within one (1) Business Day by telephone followed by 
facsimile transmission or other written notice of the downgrade of the credit ratings of the 
Provider. 

SECTION VI. CONDITIONS PRECEDENT 

Section 6.1 Conditions Precedent to Performance . 

Performance of the obligations hereunder are conditioned upon (i) delivery of the legal 
opinions, in substantially the forms contained in Exhibits C, D and E hereto and (ii) payment by 
Provider to the Trustee for the account of Port of the Fee Amount required to be paid upon the 
Settlement Date. 

SECTION VII. DEFAULTS; TERMINATION 

Section 7.1 Failure to Purchase . 

If the Trustee shall fail to purchase any Qualified Eligible Security delivered pursuant to 
the terms of this Agreement by the Provider or the Qualified Dealer at the Maturity Amount 
thereof on any Delivery Date (or on any later date such securities are delivered as j>ermitted 
under this Agreement) upon due tender of such Qualified Eligible Security in accordance with 
the provisions of this Agreement, and such failure to purchase the Qualified Eligible Security- 
shall have continued for a period of five (5) Business Days after written notice of such failure 
is given to the Trustee and the Port by the Provider, the Provider shall (i) resell to any other third 
party purchaser in an arm's length transaction, at then-current fair market value, all of the 
Qualified Eligible Securities for the relevant Delivery Date which have not theretofore been 
purchased by the Trustee in accordance with Section 7.2 and (ii) at any time prior to resale of 
all of such Qualified Eligible Securities, tender the Qualified Eligible Securities to the Trustee 
for purchase on any subsequent Business Day prior to the Maturity Date relating to such deli\ep.' 
and purchase upon notice from the Trustee that cash for the purchase of Qualified Eligible 
Securities is then on deposit in the Reserve Fund. Provider shall diligently pursue the resale of 
the Qualified Eligible Security. Provider shall use its best efforts to obtain at least three fair 
market bids and shall sell the securities in an arms-length transaction to the highest bidder. For 
purposes of determining the cash available in the Reserve Fund for purchase of Qualified Eligible 
Securities on a Delivery Date, cash in the Reserve Fund equal to the Maturity Amount of any 
Qualified Eligible Securities which are resold to a third-party shall be deemed to be unavailable 
for any further purchases hereunder until the Maturity Date of such securities would have 
occurred. Under the above-described circumstances, the Provider shall have the right to make 
demand for payment of damages under Section 7.2 or, if permitted by the terms hereof, terminate 
this Agreement as specified in Sections 7.4 and 7.5. Damages under Section 7.2 shall be limited 
to the difference between the Notional Amount and the Available Amount in accordance with 
Section 2.1(d). 



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In the event of a failure to purchase all or any portion of the Qualified Eligible Securities 
on any date as a result of a draw of funds on the Reserve Fund to pay principal and interest on 
the Bonds, this Agreement shall remain in full force and effect for a period of one year from such 
date (provided that the Port's rights under Section 7.6 are not intended to be affected by this 
paragraph). If one year after such date the Port has failed to restore the Reserve Fund to the 
Notional Amount, then this Agreement shall terminate as to the difference between the Notional 
Amount and the Available Amount as of the end of such one-year period. In the event of such 
termination, the Termination Value shall be payable by the Port to the Provider or the Provider 
to Port, as applicable. 

Section 7.2 Effect of Failure to Purchase . 

If the failure to purchase the Qualified Eligible Securities is a result of the negligence or 
willful misconduct of the Trustee, the Trustee shall pay the Provider, as gross liquidated damages 
and not as a penalty, on demand, an amount equal to (a) ^^ (b) or fc) below, as applicable. The 
Trustee shall not be reimbursed by the Port for any of the foregoing damages. If the failure to 
purchase the Qualified Eligible Securities is a result of a decrease in the Available Amount below 
the Notional Amount because of a withdrawal of amounts from the Reserve Fund pursuant to the 
Indenture, the Port shall pay the Provider, as gross liquidated damages and not as a penalty, on 
demand, an amount equal to (a) ^^ (b) or (c) below, as applicable. 

(a) Liquidated damages for failure to purchase a Qualified Eligible Security for ^ one 
d) Business ^ Day are calculated as follows: an amount equal to interest at the ^ Federal Funds 
Rate on the Maturity Amovmt of the Qualified Eligible Securities delivered by the Provider or 
the Qualified Dealer, but not purchased by, the Trustee for each day from and including the 
Delivery Date ^ to but excluding the date on which ^ securities are sold to the Trustee (inclusive 
of any non-Business Davs occurring within such period) . 

(b) Liquidated damages for failure to purchase a Qualified Eligible Security for more 
than one (1) Business Day and up to five (5) Business Days or less are calculated as follows: 
an amount equal to interest at the Default Rate on the Maturity Amount of the Qualified Eligible 
Securities delivered bv the Provider or the Qualified Dealer, but not purchased bv. the Trustee 
for each day from and including the Delivery Date thereof to but excluding the date on which 
such securities are sold to the Trustee (inclusive of any non-Business Days occurring within such 
period). 

^ (c) Liquidated damages for failure to purchase a Qualified Eligible Security for more 
than five Business Days are calculated as follows: the sum of (w) an amount equal to interest 
at the Default Rate on the Maturity Amount of the Qualified Eligible Securities delivered by the 
Provider or the Qualified Dealer, but was not purchased by, the Trustee for five (5) Business 
Days (inclusive of any non-Business Days occurring within such period) after a Delivery Date 
(including such Delivery Date), and (x) the excess, if any, of the Maturity Amount of such 
Qualified Eligible Securities over the amount received by the Provider upon the resale of the 
securities. 



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The Provider shall not be entitled to reimbursement of any incidental costs or expenses 
in addition to the liquidated damages provided for in paragraphs (a) ^^ (b) and (c) above. 

The liquidated damages described in paragraphs (a) ^^ (b) and (c) above shall be due and 
payable within thirty (30) Business Days of being incurred. After thirty (30) Business Days, such 
liquidated damages shall begin accruing interest at the Default Rate. If liquidated damages are 
paid in accordance with this Section 7.2, there shall not be deemed to have been an event of 
default hereunder as a result of the circumstances giving rise to such payments, on behalf of the 
Port or the Trustee, as appropriate. 

Section 7.3 Default bv Provider . 

If any of the following events occur: 

(a) the Provider fails to pay when due any Fee Amount (provided that Provider shall 
have 5 days to cure a late payment of the Fee Amount, with interest on the Fee Amount payable 
by the Provider to the Port at the Default Rate during such period); 

(b) the Provider breaches any other material covenant or agreement of the Provider 
contained herein and such breach continues for a period of thirty (30) calendar days after notice 
of such breach is given to the Provider by the Trustee or the Port; 

(c) the Provider becomes Insolvent; 

(d) any representation or warranty of the Provider contained in this Agreement proves 
to have been incorrect, false or misleading in a material respect as of the date on which it was 
made; 

(e) the legal opinion of the Provider is rendered materially incorrect as a result of a 
change in law or regulation or any published court decision having a material adverse impact on 
the Port, and a substitute legal opinion, reasonably satisfactory to the Port, is not delivered within 
thirty (30) calendar days after notice of such occurrence is provided to the Provider by the 
Trustee; or 

(f) the Provider is not a Qualified Financial Institution; 

then, in each such case, the Port may, at its option, do any of the following 
(provided that the Provider shall have the right to attempt to cure a default described under 
clause (f) above by assigning the Agreement to a Qualified Financial Institution within 30 days 
from the date the original Provider ceases to be a Qualified Financial Institution, subject to 
Section 9.2); 

(i) terminate this Agreement, provided that the Termination Value, if payable 
to the Port, shall be immediately due and payable by Provider, and if payable to Provider, shall 
be deemed to be zero; or 



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(ii) leave this Agreement in force and effect and pursue any other remedy 
available to the Trustee at law or m equity, including a suit for damages or specific performance. 

Section 7.4 Trustee Events of Default . 

If any of the following events occur: 

(a) the Trustee breaches any material covenant or agreement of the Trustee contained 
herein and such breach continues for a period of thirty (30) calendar days after written notice of 
such breach is given to the Trustee and the Port by the Provider; or 

(b) any representation or warranty of the Trustee contained in this Agreement proves 
to have been incorrect, false or misleading in any material respect as of the date on wiiich it was 
made; 

then, in each such case in addition to the remedies provided in Section 7.2, the 
Provider may, at its option, elect to terminate this Agreement, provided that the Termination 
Value, if payable to the Provider shall be immediately due and payable to the Pro^ide^ by the 
Trustee (under no circumstances shall the Port be obligated to pay any Termination Value due 
to an event of default on behalf of the Trustee as described in paragraphs (a) and (b) above), or 
if payable to the Port shall be deemed to be zero. 

Anything herein to the contrary notwithstanding, prior to making any election to terminate 
this Agreement due to any event of default described in clause (a) or (b) above, Pro\ider shall 
provide Port with written notice of its intention to terminate this Agreement, and an opportunity 
to cure such default within ninety (90) days of such notice, including but not limited to, by 
substituting the Trustee, performing the duties of the Trustee and/or taking such other action as 
Port deems necessary or appropriate. If the Port cures the default within the 90-day period, this 
Agreement shall not be subject to termination at the option of the Provider. 

Section 7.5 Port Events of Default . 

If any of the following events occur: 

(a) the Port breaches any material covenant or agreement of the Port contained herein 
and such breach continues for a period of thirty (30) calendar days after written notice of such 
breach is given to the Port by the Provider; or 

(b) any representation or warranty of the Port contained in this Agreement proves to 
have been incorrect, false or misleading in any material respect as of the date on which it was 
made; 

then, in each such case in addition to the remedies provided in Section 7.2, the 
Provider may, at its option, elect to terminate this Agreement, provided that the Termination 
Value, if payable to the Provider, shall be immediately due and payable by the Port, and if 
payable to the Port shall be deemed to be zero. 



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Anything herein to the contrary notwithstanding, prior to making any election to terminate 
this Agreement due to any event of default described in clause (a) or (b) above. Provider shall 
provide Port with written notice of its intention to terminate this Agreement, and an opportunity 
to cure such default within ninety (90) days of such notice. If the Port cures the default within 
the 90-day period, this Agreement shall not be subject to termination at the option of the 
Provider. 

Section 7.6 Optional Termination by Port . 

The Port may terminate this Agreement in its entirety or with respect to a portion of the 
Notional Amount at its option at any time upon ten (10) days written notice to the Provider. In 
the event of such termination, the Termination Value shall be payable by Port to Provider or 
Provider to Port, as applicable. The Port shall pay a termination fee to the Provider in connection 
with a termination pursuant to this Section 7.6 equal to 0.02% (2 "basis points") of the Notional 
Amount to be terminated. Immediately upon the payment of the Termination Value, this 
Agreement shall be deemed to have terminated in full or with respect to a portion of the Notional 
Amount, if applicable. If the optional termination of the Agreement would result in the pa\Tnent 
of the Termination Value to the Provider, the Port shall not terminate this Agreement pursuant 
to this Section 7.6 unless the Port has first certified that there is a valid appropriation from which 
the expenditure may be made for the payment of the Termination Value. 

Section 7.7 Limitations on Port's Financial Obligation . 

Notwithstanding anything herein to the contrary, the City and County of San Francisco 
shall not be required to advance any moneys derived from the proceeds of any taxes levied or 
collected by the City and County of San Francisco or from any source other than Net Revenues 
for the payment of any obligations of the Port hereunder. The General Fund and other enterprise 
funds of the City and County of San Francisco are not liable, and the credit and taxing power of 
the City and County of San Francisco is not pledged or otherwise available, to pay any amounts 
due from the Port hereunder. Neither the Provider nor the Trustee shall have the right to compel 
the exercise of the taxing power of the City and Coimty of San Francisco or the forfeiture of any 
Trustee or Port or City and County of San Francisco property. The obligations of the Port 
hereunder shall not be a debt of the City and County of San Francisco, nor ha\ e a legal or 
equitable pledge, charge, lien or encumbrance upon any property or funds of the Cit}- and County 
of San Francisco or any of its income or revenues other than the Net Revenues. 

Notwithstanding any provision of this Agreement, the Port's obligation to pay the 
Termination Value shall be contingent upon the Port obtaining a valid appropriation to pay the 
expenditure. Neither the Port nor the City shall have any obligation to appropriate any funds to 
cover any portion of the Termination Value hereunder. Until an appropriation has been made 
for the payment of the Termination Value, the Executive Director of the Port shall include the 
Termination Value in the proposed aimual budget of the Port for each fiscal year. 
Notwithstanding such inclusion in the budget, the Mayor, the Board of Supervisors and the Port 
Commission retain their discretion to approve or disapprove the appropriation. In connection 
with the repayment of the Termination Value, the Provider may exercise any and all rights and 



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remedies otherwise granted by law. THIS SECTION CONTROLS AGAINST ANY AND 
ALL OTHER PROVISIONS OF THIS AGREEMENT. 

Section 7.8 Limited Rights Against the Reserve Fund . 

Provider shall not have any right to any amounts held in the Reserve Fund except as 
expressly provided herein upon the delivery of a Qualified Eligible Security in accordance with 
this Agreement. Provider acknowledges and agrees that it has no lien upon or claim against the 
securities and amounts held in the Reserve Fund. 

Section 7.9 No Waiver: Remedies Cumulative . 

No failure or delay on Provider's or Trustee's part in exercising any right or remedy 
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such 
right or remedy preclude any other or further exercise thereof of the exercise of any other right 
or remedy. The rights and remedies of the Provider, the Port and Trustee hereunder are 
cumulative and not exclusive to any rights or remedies provided by law, this Agreement, or 
otherwise. None of the terms or provisions of this Agreement may be waived, modified or 
amended except in writing duly signed by the Trustee, the Port and Provider. 

SECTION VIIL THE TRUSTEE 

Section 8.1 Acceptance by Trustee . 

By execution and delivery of this Agreement, the Trustee accepts its duties and obligations 
hereunder. 

Section 8.2 Liability of the Trustee; Consultation with Legal Counsel . 

(a) The Trustee shall not be liable to Provider for any action taken or not taken in 
performing or attempting to perform its obligations hereunder or preserving or seeking to preserve 
the funds it maintains under the Indenture or to purchase the Qualified Eligible Securit>- tendered 
pursuant to this Agreement, except for actions or failure to act arising from its negligence or 
willful misconduct. 

(b) The Trustee may consult with its counsel or other counsel satisfactory to it with 
respect to any question relating to its duties or responsibilities hereunder or otherwise in 
connection herewith and, except as expressly provided herein, shall not be liable for any action 
taken, suffered, or omitted by the Trustee in good faith upon the advice of such counsel. The 
Trustee may act through its officers, employees, agents and attorneys. 

Section 8.3 Payment Obligations of Trustee . 

The Trustee's payment obligations for Qualified Eligible Securities under Section II shall 
be paid solely from funds available under the Indenture in the Reserve Fund, as applicable. 



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Section 8.4 Payment of Trustee Fees . 

Except as provided in Section 2.3, the Provider has no liability or responsibility for 
payment of the Trustee's fees or expenses for its services hereunder, including any such fees or 
expenses arising out of or in connection with the liquidation of the Qualified EUgible Securities. 

Section 8.5 Port and Trustee Cooperation . 

(a) The Trustee shall not act in contravention of its obligations hereunder or invest 
amounts in the Reserve Fund other than pursuant to this Agreement and in accordance with the 
Indenture. 

(b) The Trustee shall not, nor shall the Port direct the Trustee to, make any payments 
or distributions from the Reserve Fund other than payments or distributions (i) to pay principal 
of, redemption premium and interest on the Bonds, and any other payments required or permitted 
by the Indenture (including transfers of amounts in excess of the reserve requirement), and (ii) 
as required by this Agreement and in accordance with the Indenture. 

Section 8.6 Successor Trustee . 

If the" Trustee shall resign or be discharged from its duties and obligations under the 
Indenture, the Port shall appoint a successor Trustee pursuant to the terms of the Indenture. 

Section 8.7 Trustee Capacity . 

Provider acknowledges that Trustee is entering into this Agreement at the direction of the 
Port, solely in its capacity pursuant to the Indenture. All references herein to the Trustee refer 
solely to such capacity. 

SECTION IX. MISCELLANEOUS 

Section 9.1 Notices . 

All notices, demands or other communications hereunder shall be given or made in wxiting 
and shall be delivered personally, or sent by certified or registered mail, postage prepaid, return 
receipt requested, or overnight delivery service, telex or telecopy to the party to whom they are 
directed at the following addressees, or at such other address as shall have been later specified 
in written notice by such party to all other parties: 



8719O\0000O\5I318.1 [COMPARE: 51017.4 v 5 ON 08/05/96] D-16 



To Provider: 

Attention: 

Telephone: 

Telecopy: 

Account Name and Number: 

Bank Name: 

ABA#: 

Account Name: 

Account #: 

Further Credit to:#: 

To Qualified Dealer: 

Attention: 

Telephone: 

Telecopy: 

Account Name and Number: 

Bank Name: 

ABA#: 

Account Name: 

Account #: 

Further Credit to:#: 

To the Trustee: 



Attention: 

Telephone: 

Telecopy: 

Account Name and Number: 

Bank Name: 

ABA#: 

Account Name: 

Account #: 

Further Credit to:#: 

For Delivery of Book Entry Qualified Eligible Securities : 

Federal Reserve Bank of New York 
ABA #021-200-025 
First Fidelity NWK/Trust 



87190\00000\5ni8.1 [COMPARE: 51017.4 v 5 ON 08/05/96] 



D-17 



To the Port: 

Attention: Monique Moyer, Finance Manager 

Telephone: (415) 274-0442 

Telecopy: (415) 274-0630 

Port of San Francisco 

Ferry Building, Room 3100 

San Francisco, CA 94111 

Any notice, demand or other communication given in a manner prescribed in this Section 
shall be deemed to have been delivered upon receipt. 

Section 9.2 Binding Effect; Assignment . 

This Agreement shall be binding upon the Trustee, the Port and Provider and upon their 
respective permitted successors and transferees. The Provider shall not assign any of its rights 
or obligations under this Agreement without first obtaining the prior written consent of the Port, 
which consent can be withheld in its sole and absolute discretion. The Port shall be compensated 
for its expenses in connection vwth any assignment to which it may have consented, including but 
not limited to any fees of attorneys and financial advisors. Any unconsented assignment shall 
be voidable and, in such event, the Trustee shall terminate this Agreement upon the written 
request of the Port, with any Termination Value payable to the Port becoming immediately due 
and payable, but with any Termination Value allocable to the Provider deemed to be zero. The 
Trustee, in its capacity as Trustee, may be substituted from time to time pursuant to the 
Indenture. 

Section 9.3 Limitation . 

Nothing expressed or implied herein is intended or shall be construed to confer upon any 
person, firm or corporation other than the parties hereto, any right, remedy or claim by reason 
of this Agreement or any term hereof, and all terms contained herein shall be for the sole and 
exclusive benefit of the parties hereto, and their successors and permitted transferees. 

Section 9.4 Governing Law . 

This Agreement shall be governed by and construed in accordance with the laws of the 
State of California, without regard to conflict of law principles. 

Section 9.5 Counterparts . 

This Agreement may be executed in one or more counterparts and when each party hereto 
has executed at least one counterpart, this Agreement shall become binding on all parties and 
such counterparts shall be deemed to be one and the same document. 



87I90\00000\51318.1 [COMPARE: 51017.4 v 5 ON 08/05/96] D" 1 8 



Section 9.6 Severability . 

If one or more provisions of this Agreement or the applicability of any such provisions 
to any set of circumstances shall be determined to be invalid or ineffective for any reason, such 
determination shall not affect the validity and enforceability of the remaining provisions or the 
applicability of the same provisions or any of the remaining provisions to other circumstances. 

Section 9.7 Amendments. Changes and Modifications . 

This Agreement may be amended or any of its terms modified only by a \\Titten 
agreement authorized, executed and delivered by each of the parties hereto. 

Section 9.8 Inspection of Records . 

The Provider agrees that the Port (or its agent) may inspect and copy, at all reasonable 
hours, the Provider's books and records as they directly pertain to this AgreemenL Except as 
otherwise provided by law, the Port (or its agent) will not release or divulge any proprietary 
information derived from such inspection to third parties without the approval of the Provider. 
All such books and records shall be maintained and/or made available for five (5) years after the 
end of the Agreement. 

Section 9.9 Notice to Provider of Amendment to Indenture . The Port agrees to give 
notice to the Provider in advance of any amendment or supplement to the Indenture. 

Section 9.10 MacBride Principles— Northern Ireland . The City and Couniy of San 
Francisco (the "City") urges companies doing business in Northern Ireland to move towards 
resolving employment inequities and encourages such companies to abide by the MacBride 
Principles as expressed in San Francisco Administrative Code Section 12F.1 et seq. The City 
also urges San Francisco companies to do business with corporations that abide by the MacBride 
Principles. The Provider and Trustee each acknowledges that it has read and understands the 
above statement of the City concerning doing business in Northern Ireland. 

Section 9.11 Tropical Hardwood Ban . The City urges companies not :o import, 
purchase, obtain or use, for any purpose, any tropical hardwood or any tropical hardwood 
product. 

Section 9.12 Burma (Ivtvanmar) Business Prohibition . 

(a) Provider and Trustee are not the government of Burma (Myanmar), a person or 
business entity organized under the laws of Burma (Myanmar) or a "prohibited person or entity" 
as defined in Section 121.2(G) of the San Francisco Administrative Code. The Port reserves the 
right to terminate this Agreement for default if Provider violates the terms of this Section 9.12. 
The Port reserves the right to replace the Trustee if the Trustee violates the terms of this 
Section 9.12. 



87190\00000\S13I8.1 [COMPARE: 51017.4 v 5 ON 08A)5»6] D" 1 9 



(b) Chapter 12J of the San Francisco Administrative Code is hereby incorporated by 
reference as though fully set forth herein. The failure of either the Provider or the Trustee to 
comply with any of its requirements shall be deemed a material breach of this Agreement by the 
defaulting party. In the event that the Provider or the Trustee fails to comply in good faith with 
any of the provisions of Chapter 12J of the San Francisco Administrative Code, the defaulting 
party shall by liable for liquidated damages for each violation in an amount equal to the 
defaulting party's net profit under this Agreement, or 10% of the total amount of this Agreement, 
or $1,000, whichever is greatest. Provider and Trustee each acknowledges and agrees that the 
liquidated damages assessed against them shall be payable to the Port upon demand and may be 
set off against any moneys due to the defaulting party from any Port contract. 

Section 9.13 Trustee's Right of Termination . Any right of termination of the Trustee 
may be exercised by the Port. 



87190\00000\51318.1 [COMPARE: 51017.4 v 5 ON 0gA)5/96] D-20 



IN WITNESS WHEREOF, the Trustee, the Port and the Provider have caused this 
Forward Purchase Agreement to be executed by their respective duly authorized officers, all as 
of the date and year first above written. 

[PROVIDER] 



By: 



APPROVED AS TO FORM: 

Louise H. Renne 
City Attorney 



By: 



Name: 
Title: 



UNION BANK 



By: 



Name: 
Title: 



PORT COMMISSION OF THE CTTY AND 
COUNTY OF SAN FRANCISCO 



By: 



Name: 
Title: 



Victor L. Castillo 
Deputy City Attorney 



87190\00000\513I8.1 [COMPARE: 51017.4 v 5 ON 08/05/96] 



D-21 



EXHIBIT A 



Cash Flow Schedule 





Expected 




Delivery 


Available 


Bond Payment 


Date 


Amount 


Date 


7/1/96 


$5,361,000.00 


1/1/97 


1/1/97 


5,361 


000.00 


7/1/97 


7/1/97 


5,361 


000.00 


1/1/98 


1/1/98 


5,361 


000.00 


7/1/98 


7/1/98 


5,361 


000.00 


1/1/99 


1/1/99 


5,361 


000.00 


7/1/99 


7/1/99 


5,361 


000.00 


1/1/00 


1/1/00 


5,361 


000.00 


7/1/00 


7/1/00 


5,361 


000.00 


1/1/01 


1/1/01 


5,361 


000.00 


7/1/01 


7/1/01 


5,361 


000.00 


1/1/02 


■1/1/02 


5,361 


000.00 


7/1/02 


7/1/02 


5,361 


000.00 


1/1/03 


1/1/03 


5,361 


000.00 


7/1/03 


7/1/03 


5,361 


000.00 


1/1/04 


1/1/04 


5,361 


000.00 


7/1/04 


7/1/04 


5,361 


000.00 


1/1/05 


1/1/05 


5,361 


000.00 


7/1/05 


7/1/05 


5,361 


000.00 


1/1/06 


1/1/06 • 


5,361 


000.00 


7/1/06 


7/1/06 


5,361 


000.00 


1/1/07 


1/1/07 


5,361 


000.00 


7/1/07 


7/1/07 


5,361 


000.00 


1/1/08 


1/1/08 


5,361 


000.00 


7/1/08 


7/1/08 


5,361 


000.00 


1/1/09 


1/1/09 


5,361 


000.00 


7/1/09 



8719O\0000O\51318.1 [COMPARE; 51017.4 v 5 ON 08/05/96] 



D-A-1 



EXHIBIT B 

Payment Schedule 



Delivery 
Date Fee Amount 



-1-196 

1/1/97 

7/1/97 

1/1/98 

7/1/98 

1/1/99 

7/1/99 

1/1/00 

7/1/00 

1/1/01 

7/1/01 

1/1/02 

7/1/02 

1/1/03 

7/1/03 

1/1/04 

7/1/04 

1/1/05 

7/1/05 

1/1/06 

7/1/06 

1/1/07 

7/1/07 

1/1/08 

7/1/08 

1/1/09 



87I90\00000\513I8.1 [COMPARE: 51017.4 v 5 ON 08/05/96] D-B"! 



EXHIBIT C 

(LETTERHEAD OF COUNSEL TO TRUSTEE) 

, 1996 



Port Commission of the 

City and County of San Francisco 
Ferry Building, Room 3100 
San Francisco, California 94111 

[Name of Provider] 

Re: Forward Purchase Agreement, dated , 1996, Relating 

to the Reserve Fund for the Port Commission of the City and 
County of San Francisco Revenue Refunding Bonds, Series 1 994 

Ladies and Gentlemen: 

We have acted as counsel for Union Bank, as Trustee (the "Trustee"), in connection vdth 

the transactions contemplated by a Forward Purchase Agreement, dated as of , 1996 

(the "Agreement"), by and among the Trustee, the Port Commission of the City and County of 

San Francisco (the "Port") and ("Provider") relating to the mvestment of 

certain assets held by the Trustee pursuant to the Indenture of Trust, as supplemented by the First 
Supplemental Indenture of Trust each dated as of June 1, 1994, by and between the Trustee and 
the Port (the "Indenture"). Unless otherwise defined herein or unless the context otherwise 
requires, terms defined in the Indenture shall have the same meanings herein. 

We have examined an original or copy of the Indenture and the Agreement. In addition, 
we have examined such records, documents, instruments, certificates of public officials and of 
the Trustee, and considered such questions of law as we have deemed necessary for the purpose 
of rendering the opinions set forth herein. We have assumed the genuineness of all signatures 
other than those of the Trustee and the authenticity of all items submitted to us as originals and 
the conformity with originals of all items submitted to us as copies. In making our examination 
of the Indenture and the Agreement, we have assumed that each party to such document other 
than the Trustee has the power to enter into and perform its obligations thereunder, has duly 
authorized, executed and delivered such document, and that such document constitutes the legal, 
valid and binding obligations of such party. As to the genuineness of the Trustee's signature and 
the authority of any person to execute and deliver any document on the Trustee's behalf, we have 
relied solely on an incumbency certificate received from the Trustee and have made no 
independent investigation as to the accuracy of such certificate. 



87190\00000\51318.1 [COMPARE: 51017.4 v 5 ON 08/05/96] D-C"! 



Port Commission of the City and County 
of San Francisco 
[Name of Provider] 
[Date] 
Page 2 

We express no opinion as to the perfection or priority of any security interest or lien 
created by the Indenture or the Agreement or as to the effect of any federal or state securities 
laws. 

Our opinion in paragraph 1 below is based solely upon certificates of pubhc officials of 
the United States and officers of the Trustee. We have made no independent investigation as to 
whether those certificates are accurate or complete. 

The opinions hereinafter expressed are subject to the following further qualifications: 

(a) The effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or 
other similar laws relating to or affecting the rights of creditors generally, including, without 
limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable 
subordination. 

(b) Limitations imposed by general principles of equity upon the availability of 
equitable remedies or the enforcement of provisions of the Indenture, and the effect of judicial 
decisions which have held that certain provisions are unenforceable where their enforcement 
would violate the implied covenant of good faith and fair dealing, or would be commercially 
unreasonable. 

Based upon and subject to the foregoing, we are of the opinion that: 

1 . The Trustee is a national banking association with trust powers, duly created and 
lawfully existing under the laws of the United States of America. 

2. The Trustee has all necessary legal right, power and authority to enter into the 
Agreement. 

3. The Agreement has been duly executed and delivered by the Trustee and 
constitutes the valid and binding agreement of the Trustee, enforceable against the Trustee in 
accordance with its terms. 

4. The execution and delivery of the Agreement by the Trustee and the performance 
of the Trustee's obligations thereunder do not constitute or result in a breach or \iolation of the 
Trustee's article of association, its bylaws or the Indenture. 



87190\00000\51318.I [COMPARE: 5I0I7.4 v 5 ON 08/05/96] D-C-2 



Port Commission of the City and County 
of San Francisco 
[Name of Provider] 
[Date] 
Page 3 



We express no opinion as to matters governed by any laws other than the substantive laws 
of the State of California and federal laws of the United States of America wliich are in effect 
on the date hereof. 

This opinion is solely for your benefit and may not be relied on by, nor may copies be 
delivered to, any other person without prior v^itten consent. 

Respectfully submitted. 



87I90\00000\S1318.1 [COMPARE: SI017.4 v 5 ON 08/05/96) D-C-3 



EXHIBIT D 

[see Attachment C] 



I 



I 



87 1 90\00000\5 1318.1 [COMPARE: 5 1 1 7.4 v 5 ON 08/05/96] 



EXHIBIT E 

(LETTERHEAD OF COUNSEL TO ISSUER) 

, 1996 



Union Bank 

350 California Street, Suite 1150 

San Francisco, CA 

[Provider] 

Re: Forward Purchase Agreement, dated , 1996, Relating 

to the Reserve Fund for the Port Commission of the City and 
County of San Francisco Revenue Refunding Bonds. Series 1994 

Ladies and Gentlemen: 

We have acted as counsel to the Port Commission of the City and County of 
San Francisco (the "Port") in connection w^ith its execution and delivery of the Forward Purchase 

Agreement, dated as of , 1996 (the "Agreement"), by and among 

("Provider"), Union Bank, as Trustee and the Port and the Indenture of 

Trust, as supplemented by the First Supplemental Indenture of Trust, each dated as of June 1 , 
1994, by and between the Trustee and the Port (collectively, the "Indenture"). CapitaUzed terms 
used herein and not defined herein have the respective meaning given to them in the Agreement. 

In rendering this opinion, we have examined, among other things, copies of the Agreement 
and the Indenture. 

In connection with the foregoing, we have also examined originals or copies satisfactory 
to us of all such corporate records, agreement, certificates and other documents as we have 
deemed relevant and necessary as a basis for the opinions hereinafter expressed. In such 
examination we have assumed the genuineness of all signatures, the authenticity of all documents 
submitted to us as originals, and the conformity with the original documents of all documents 
submitted to us as copies. 

In giving the opinions expressed below we do not purport to be expert in or generally 
familiar with or qualified to express legal opinions based on the laws of any jurisdiction other 
than the laws of the State of California (the "State"). 

Based upon the foregoing examination and review, we are of the opinion that: 

(i) The Port has full legal right, power and authority to enter into the Agreement 
and to authorize and direct the Trustee, pursuant to the Agreement, to make purchases of the 
Qualified Eligible Securities in accordance with the terms therein. 



87I90\00000\513I8.1 [COMPARE: 5 1 1 7.4 v 5 ON 08/05/96] E-E" 1 



Union Bank 
[Provider] 
[Date] 
Page 2 



(ii) The Agreement has been duly authorized, executed and delivered by the Port. 

(iii) The Agreement and the Indenture are legal, valid and binding obligations of the 
Port, enforceable against it in accordance with the terms thereof subject to applicable bankruptcy, 
insolvency and similar laws affecting creditors' rights generally, and subject as to enforceabilit}^ 
to general principles of equity (regardless of whether enforcement is sought in a proceeding in 
equity or at law). 

(iv) The Port's execution and delivery of the Agreement and the performance of its 
obligations thereunder do not and will not conflict with or constitute or result in a default under, 
a breach or violation of, or the creation of any lien or encumbrance on any of its propeny imder 
the Indenture, or any other agreement, instrument, judgment, injunction or order applicable to it 
or any of its property. 

(v) All consents, authorizations and approvals requisite for the Port's execution and 
delivery of the Agreement have been obtained and remain in full force and effect and all 
conditions thereof have been duly complied with, and no other action by, and no notice to or 
filing vsdth, any governmental authority or regulatory body is required for such execution and 
delivery. 

We are furnishing this opinion to you solely for your benefit and no other pverson is 
entitled to rely hereon. This opinion is not to be used, circulated, quoted or otherwise referred 
to for any other purpose. 

Very truly yours, 



87190\00000\iI318,I [COMPARE: 51017.4 v 5 ON 08/05/96] E-E-2 



EXHIBIT F 

FORWARD PURCHASE AGREEMENT 
NOTICE OF DELIVERY 



[Date of Notice] 



Re: Forward Purchase Agreement, dated , 1996, Relating 

to Reserve Fund for the Port Commission of the City and County 
of San Francisco Revenue Refunding Bonds, Series 1994 ^ 

Union Bank 

350 California Street, Suite 1150 

San Francisco, California 

Attention: 




Security will be delivered by Provider to the following account: 

Federal Reserve Bank of New York 
ABA #021-200-025 
First Fidelity NWK/Tnist 

For purchase from funds in Reserve Fund Relating to Above- Captioned Bonds 

Date of Delivery: 

Maturity Amount Due at Maturir." 

Securitv Date CUSIP ("Maturity Amount") 



.Purchase Price (same as Maturity Amount) 

Market Value = $[ ] 

Differential {i.e., Maturity' Value less Market Value) = $[ ] 

Payment instructions 

Purchase Price to be paid follows: 

[Accoimt Information] 

The undersigned hereby certifies that the foregoing securities are Government Obligations 
as defined in the above-captioned Forward Purchase Agreement. The undersigned hereby further 
certifies that all the foregoing securities and the interest thereon is the sole propeny of [NAME 
OF PROVIDER OR QUALIFIED DEALER] . 



Authorized Signator}- 

87190\00000\51318.I [COMPARE: 51017.4 v 5 ON 08/05/96] D-F" 1 



PORT OF SAN FRANCISCO 



MEMORANDUM 



August 7, 1996 




Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Wrrler 



TO: 



MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



FROM: 



Dennis P. Bouey 
Executive Director 



iwft 



SUBJECT: Approval for one Port representative to attend the 1996 Annual 

American Association of Port Authorities Convention in Vancouver, 
British Columbia, in accordance with the FY 96-97 budget. 

DIRECTOR'S RECOMMENDATION: APPROVE ATTACHED RESOLUTION 



The American Association of Port Authorities will hold its annual convention in 
Vancouver, British Columbia, on September 16 to September 20, 1996. 

This convention will include seminars on various topics of interest to the Port of 
San Francisco including Port automation trends, funding for infrastructure needs, 
landside access to Ports, key to Port survival and other areas of benefit. These 
seminars are typically attended by Port Directors. 

The Executive Director seeks approval to have one Port representative attend the 
annual convention. This request is in accordance with the Port Commission's 
Fiscal Year 1996/97 budget and the estimated cost of this trip is $2,500. 



Prepared by: Dennis P. Bouey 



THIS ITEM COVERS CALENDAR ITEM NO. 9 A 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-79 



WHEREAS, 



the Executive Director is requesting authorization for one Port 
representative to travel to Vancouver, British Columbia, to 
attend the American Association of Port Authorities Aimual 
Convention on September 16-20, 1996, where various of topics 
of interest to the Port including Port automation trends, 
funding for infrastructure needs, landside access to Ports, key 
to Port survival and other areas of benefit will be discussed; 
and 



WHEREAS, 



the cost of this trip has been hicluded in the Port Commission's 
Fiscal Year 1996-97 budget; now, therefore, be it 



RESOLVED, 



that the Port Conmiission hereby approves this travel request. 



I hereby certify that the foregoing resolution was adopted by the San Francisco 
Port Commission at its meeting of August 13, 1996. 



Secretary 



PORT OF SAN FRANCISCO 



MEMORANDUM 

August 6, 1996 




Ferry Building 

San Francisco, CA 94111 

Telephone 415 27-i 0400 

Telex 275940 PSF UR 

Fax 415 274 0523 

Cable SFPCRTCOWM 

Writer 



TO: 



FROM: 



SUBJECT: 



MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



Dennis P. Bouey 
Executive Director 



Approval of Ground Lease, Attornment and Nondisturbance 
Agreement between Port, Clip Clop III Partners, Ltd. and tenant of 
Francisco Bay Office Park (SWL 315, 316, 317) 




A portion of the lands comprising of Francisco Bay Office Park (SWL 315, 316 and 317) 
is leased by Clip Clop HI Partoers, Ltd. ("Clip Clop") from the Port pursuant to the terms 
and provisions of a Lease Agreement dated June 28, 1974, originally entered into between 
the Port and Francisco Bay Office Park, a limited partnership. The lease was amended by 
the terms and provisions of a First Amendment to Lease dated December 8, 1976, 
between the Port and Francisco Bay Office Park, and by the terms and provisions of a 
Second Amendment to Lease dated June 21, 1995, between the Port and HHC 
Investments, Ltd (collectively, the "Master Lease"). 

Levi Strauss & Co. ("Levi") plans to enter into a lease with Clip Clop III Partners, Ltd. 
("Clip Clop") for a portion of the office space located at Francisco Bay Office Park. Levi 
would like to have an Attornment and Nondisturbance Agreement ("Agreement") with the 
Port so that in the event that the Master Lease terminates early, Levi will still be able to 
maintain its lease. 

Levi proposes a five year lease beginning no later than October 1, 1996 with one five-year 
option to extend. Material provisions of the Agreement include the following: 

• The Port will recognize Levi under the terms of the lease between Levi and Clip 

Clop if the Master Lease ends before its scheduled termination in 2040; 



THIS PRINT COVERS CALENDAR ITEM NO. 9B 



Page 2 



• Levi will recognize the Port as its Landlord under the terms of the lease between 
Levi and Clip Clop if the Master Lease to Clip Clop ends before its scheduled 
termination in 2040; 

• Should the Port become the Landlord of Levi, the Landlord shall not interfere or 
otherwise interrupt Tenant in its use and quiet enjoyment of the Premises pursuant 
to the lease as long as Tenant is current in the payment of all rentals and charges 
required under the lease and is not otherwise in default; 

• The Port shall not be liable for (i) any security or cleaning deposits paid to Clip 
Clop under the lease, (ii) any rent or additional rent that may have been paid in 
advance to Clip Clop for a period in excess of one (1) month, or (iii) any act or 
omission of any prior landlord. 

A copy of the proposed Agreement is attached hereto and the Agreement and the proposed 
lease in on file with the Port Commission Secretary. Port staff believes that approval of 
this Agreement is necessary for Levi to enter into the lease with Clip Clop. 



Prepared by: Kirk Bennett, Acting Director of Tenant & Maritime Services 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-80 



WHEREAS, 

WHEREAS, 

WHEREAS, 
WHEREAS, 

WHEREAS, 

WHEREAS, 

RESOLVED 



Charter Section B 3.581 empowers the Port Commission with the 
power and duty to use, conduct, operate, maintain, regulate and 
control the Port area of San Francisco; and 

The Port entered into a lease with Francisco Bay Office Park, a 
limited partnership, in 1974; said lease was subsequently assigned to 
Clip Clop m Partners, Ltd. ("Clip Clop"); and 

Levi Strauss & Co. ("Levi") would like to enter a lease with Clip 
Clop in the Francisco Bay Office Park Building; and 

Levi has requested assurances that if the Master Lease to Clip Clop 
ends before its scheduled termination in 2040 that the Port will 
honor Levi's lease; and 

The Proposed Attornment and Nondisturbance Agreement will 
provide the necessary assurances to Levi and Levi will recognize the 
Port as its landlord, and 

It is in the Port's interest to help Clip Clop fill any vacancies and to 
assist Levi to move into the Francisco Bay Office Park; now, 
therefore, be it 

That the Port Commission approves the Attornment and 
Nondisturbance Agreement substantially in the form on file with the 
Port Commission Secretary and authorizes the Executive Director to 
sign said Agreement. 



I hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of August 13, 1996. 



Secretary 



I:\C0MMIS2.MEM 



SENT BY.'Otten Johnson Robinson; 7-17-96 ;i2:22PM lOJRNR (303) 825-6525-» 415 274 0494;» 3 



BUCKLINED 



RecordinK requested by 
and when recorded r^urn to: 

Hoffman, Finney & Kllnedlnst 
655 Montgomery Street, Suite 1000 
San Francisco, CA 94111 
Attn: Charles P. Sandel 



GROUND LEASE 
ATTORNMENT AND N0ND3STURBANCE AGREEMENT 



THIS GROUND LEASE ATTORNMENT AND NONDISTUHBANCE 

AGREEMENT (this "Agreemfiitt") Is entered into as of the day of , 1996, 

among LEVI STRAUSS & CO., a Delaware coiporation ("Prciject Tenant"), CUP CLOP IE 
PARTNERS, LTD., a Colorado limited paitnexship ("Clip Clop"), and the CITY AND 
COUNTY OF SAN FRANCISCO, a municipal coiporation, operating through the San Fnmclsco 
Pon Conunission ("Landlord"). 



RECITALS 

A. Clip Clop and Project Tenant aic entering into a lease dated 
_, 1996 (which togedier with all addenda, modifications and amendments thereto 



from time to dme is refesred to as the "Pipject Lease"), punxiant to which Project Tenant is 
losing fidm Clip Clop cenain premises (the "Premises") comprising a part of the Frandsco Bay 
Office Parte in the City and County of San Francisco, State of California. 

B. A portion of the lands comprising the Francisco Bay Office Park is lea^ 
by Clip Clop from Landlord pursuant to the tenns and provisions of a Lease Agreement dated 
June 28, 1974, originally entered bto between Landlord and Francisco Bay Office Park, a 
limited partnership, a short form of which was recorded on June 28, 1974, in Book B-904, 
Page 557 of the official roxffds of the City and County of San Fiancisco, California, as 
amended by the terms and provisions of a First Amendment to Lease dated December 8, 1976, 
between Landlord and Francisco Bay Office Park, and by the terms and provisions of a Second 
Amendment to Lea^e dated June 21, 1995, between Landlord and HHC Investments, Ltd. 
(collectively, the "Ground Lease"). 

C. Landlord has agreed to recognize the Project Lease and the rights of the 
Project Tenant thereunder in the event that the Ground Lease shall expire or be tecminatod for 
any reason. 



njiBT/niM Uiiii 



SENT BYJOtten Johnson Robinson; 7-17-96 n2:22PM lOJRNR (303) 825-6525-» i'iVlU Om\U~A 



AGREEMENT 

NOW, THEREFORE, for good and valuable consideration received by than, tJie 
receipt and sufflciency of which are hereby acknowledged, the paiti&j covenant and agree as 
follows: 

1. No Advance Payment of Rent . Project Tenant agrees that it will not pay 
rent or other charges due under the Project Lease more than one (1) month in advance of tfac 
date when the same are due and payable in accordance with the provMons of the Project Lea^e. 

2. Attommettt and NondlsnirfaancB . In the event the term of the Ground 
Lease shall expire, or in the event that the Ground Lease shall be terminaied prior to in 
expiration date for anv reayin nthRr th^^i t^fnt^f^ n^^^g^j. in cither case prior to the esxpintioa or 
terminatbn of the Project Lease, than: 

(a) Project Tenant shall be bound to Landlord under all of the tetm^, 
covenants and conditions of the Project Lease for the remaining term thereof, with the wm© 
force and effect as if Landlord were the lessor under the Project Lease, and Project Tenant 
hereby agrees to attorn to Landlord as its lessor, and Landlord agrees to accept such attommegT 
from Projoa Tenant as its lessee, such attornment to be effective and self-opetative without the 
execution of any further Instruments on the part of any of the parties to this Agreemsni, 
immediately upon Tandlcmi succeeding to the interest of lessor under the Project Lease; 

(b) Subject to the observance and perfonnance by Project Tenant of all 
of the terms, covenants and conditions of the Project Lease to be observed and pciformed on 
the part of the Project Tcamnt, Landlord shall recognize the leasehold estate and all rights of 
Project Tenant under the Project Lease for the remaining teim thereof with the seme forw and 
effbct as if Landlord were the original lessor under the Project Lease; 

(c) Landlord shall not interfere or otherwise intermpt Project TeaaH 
in its use and quiet enjoyment of the Premises pursuant to the Project Lease so long as Project 
Tenant is current in th^ payment of all rentals and charges required under the Projea Lease and 
is not otherwise in defauh under the Project Lease; and 

(d) Landlord shall not be liable for (i) any security or cleaning deposits 
paid to Clip Clop under the Project Lease prior to the expiration or termination of the Gicntnd 
Lease to the extent that such dqposits have not bean actually delivered or paid over to LancQcrd; 
(ii) any rent or additional rent that may have been paid in advance to Cl^ Gop for a period in 
excess of one (1) mondi; and (iii) any act or omission of any prior landlord. 

3. Amendments to Grra inrl ^ff^fifri Notwithatandtog tt^a t)rovi^i<^s of 
Spcrion 2 of this Agreement. Tjindlnrd whoU not ha bound hv nnv flmftndmant to the Prmea 
Lease, except and unless such amendment has been approved in writiTig bv Landlord. 

i ^. Notices . An notices, demands or other communications required or 
permitted to be given hereunder shall be In wilting and any and all such items shall be deemed 



SENT BY:Otten Johnson Robinson; 7-17-96 ;i2:23PM ;OJRNR (303) ' 825-6525-» 415 274 04g4;# 5 



to have been duly delivered upon personal delivery; upon actual recdpt, in the case of notices 
forwarded by certified mall, return recdpt requested, posta^ prepaid, addrassed as follows; or 
as of 12:00 noon on ttie Iminediately following business day after deposit with Federal Express 
or a similar overnight courier service, addressed as follows; or as of the third business hour (a 
business hour being one of the hours from 8:00 a.m. to 5:00 p.m. on bushjesa days) after 
transmittbg by telecopier to the telecopy number set forth below: 

If to Project Tenant, to: Levi Straijss &. Co. 

Levi Plaza 
1155 Baneiy Street 
San Francisco, CA 94111 
Attn: Director of Seal Estate 
Telephone No.: (413)544-6658 
Telecopy No.: (415)544-3960 

If to dip Clop, to: Clip Clop in Partners, Ltd. 

252 Clayton Street 
Fourth Floor 
Denver, Colorado 80206 
Attn: Roboit J. Jacobs 
Telephone No.: (303) 393-0033 
Telecopy No.: (303) 393-8636 

If to Landlord, to: The San Fnmcisco Port Commlaslon 

3100 Ferry Building 
San Francisco, California 94111 
Atm: Neal H. Sekhri, Depury aty Attorney 
; Tdcphone No.: (415) 274-0486 

Telecopy No.: (415) 274-0494 



45. Succe^snr^ and Assigns . This Agreement shall inure to the benefit of and 
be bindbg upon each of the paiti&s hereto and (heir respective successors and assigns. 

& 6. Goveminy Lvuf . This Agreement shall be construed and enforced in 
accordance with the laws of the State of California. 

^2- Copntgroarts . This Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original and all of which together shall constitute 
and be construed as one and the same instrument. 

5 fi. A^nrneys' fi^<!^ Each party shall be separately responsible for any 
attorneys' fees and costs it may incur in connection with the negotiation, picparailon and 
recordation of this Agreement. If theore is any legal action or proceeding between or among 
Project Tenant, Clip Clop and/or landlord to enforce any provision of this Agieement, or to 
protect or establish any ri|^ or remedy of any party hereunder, then the prevBiling party shall 

mm fiAmmm nn pm 



SENT BY-Otten Johnson Robinson; 7-17-96 ;i2:23PM lOJRNR (303) 825-6525-» 415 274 0494 ;« 6 



f 



be entitled to all costs and expenses, inclnding reasonable attorneys' fees and costs and expect 
witness' fees, iQCuncd in connection with such action and any appeal arising therefrosi, and the 
enforcement of any judgmeDt(s) rendered In coonection thfiicwiUi. 

8 2- PTt^??t Tfyiant Not a Party, Project Tenant shall not be joined as a party 
in any action or proceeding which may be Instituted or taken by reason of any alleged default 
by Landlord or Qip Cop in the perfcnmance of their respective obligations under the Ground 
Lease. 

IN WITNESS WHEREOF, the parties to this Agreement have executed this 
Agreement as of the day and year first above written. 

PROJECT TENANT: 

UBVI STRAUSS & CO. , a Delaware corporation 



By:. 
Title: 



CLIP CLOP: 

CUP CLOP m PARTNERS, LTD., a 
Colorado limited paztnorship 

Ey : Clip Clop Acquisitions Corp. , a Colorado 
corporation, its sole general partner 



By: 



Title: 



wmu FU ninm iiii} to 



SENT BY^Otten Johnson Robinson; 7-17-96 ;i2:24PM lOJRNR (303) 825-6525-> 415 274 0494;» 7 



LANDLORD: 

CITY AND COUNTY OF SAN FRANCISCO, 
a municipal corporation operating by and througli 
THE SAN FRANCISCO PORT COMMISSION 



By:_ 
Title: 

APPROVED AS TO FORM: 

LOUISE H. RENNB 
City Attorney 



By: 



Neil H. Sekhn 
Deputy City Attorney 



ISKBJl PLCOr/lt/M tfttl pa 



PORT OF SAN FRANCISCO 




TO: 



FROM: 



SUBJECT: 



MEMORANDUM 

August 6, 1996 



MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James R. Herman 
Hon. Denise McCarthy 



Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 C-^OO 

Telex 275940 PSF IB 

Fax 415 274 0528 

Cable SFPORTCCWM 

Writer 



Dennis P. Bouey 
Executive Director 



lW/» 



Approval of travel authorization for one Port representative to attend meetings of Port 
representatives and travel industry leaders in Boston regarding domestic cruise 
itineraries; and to participate in the American Association of Travel Agents (ASTA's) 
annual lobbying event in Washington, D.C. (September 9-12), in accordance with die 
FY96-97 budget. 



DIRECTOR'S RECOMMENDATION: 



APPROVE ATTACHED RESOLUTION 



The American Society of Travel Agents invited a Port representative to represent the Cruising America 
Coalition in their annual lobbying event to be held aimually in Washington D.C. This event will 
provide an opportunity to brief travel agents from throughout the country and congressional staff about 
the need to change Federal law to allow U.S. ports to develop domestic itineraries. While in 
Washington, D.C, the Port representative will also meet with agency and Congressional 
representatives regarding other port projects and issues. 

The Port representative will take advantage of the event on the East Coast to participate in an event to 
be sponsored by MASSPORT to brief travel industry leaders regarding the Passenger Services Act and 
will make a presentation at the breakfast. A workshop of cruise marketing staff from ports throughout 
the country that are members of the Cruising America Coalition will also be held in Boston. 



The estimated cost for the trip is as follows: 

Round-trip Airfare SFO to Boston and Boston to D.C. 
Hotel (3 nights @ $154.05 inc. 13% tax) 
Transportation (airport transfers, cabs) 
Meals ($40/day x 4 days) 
Telephone Calls 

Total 



$ 650.00 
$295.00 
$ 150.00 
$ 160.00 

$1290.00 



These funds are available for expenditure in the Port's FY 96-97 budget. 



Prepared by: Veronica Sanchez, Manager, Governmental Affairs 



THIS PRINT COVERS CALENDAR ITEM NO. 9C 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-81 



WHEREAS, 



the Executive Director is requesting travel authorization for one 
Port representative to attend meetings of Port representatives and 
travel industry leaders in Boston regarding domestic cruise 
itineraries; and to participate in the American Association of Travel 
Agents (ASTA's) annual lobbying event in Washington, D.C. 
(September 9-12), in accordance with the FY96-97 budget. 



WHEREAS, 



the cost of this trip has been included in the Port Commission's 
Fiscal year 1996-1997 budget; now, therefore, be it 



RESOLVED, 



that the Port Cormnission hereby approves this travel request. 



I hereby certify that the foregoing resolution was adopted by the San Francisco Port 
Commission at its meeting of August 13, 1996. 



Secretary 



if 

^^ CITY & COUNTY OKS AN FRANCISCO 



3 /ORT COMMISSION 



DOCUMENTS DEPT. 



//3/^fc 



MINUTES OF THE MEETING ccd i a iqqc 

'^ ^^^GUS T 13,1996^ ^^^ ^ " ^^^^ 



1. ROLL CALL 



SAN FRANCISCO 

PUBLIC LIBRAF^Y 



The meeting was called to order by Commission President Michael Hardeman at 4:06 
p.m. The following Commissioners were present: Michael Hardeman, Frankie Lee, 
Preston Cook, James Herman and Denise McCarthy. 

2. APPROVAL OF MINLTTES - July 9, 1996 

ACTION: Commissioner Cook moved approval; Commissioner I^e seconded the 

motion. All of the Commissioners were in favor; the minutes of the meeting 
were adopted. 

3. EXECUTIVE 

A. F.xecutive Director's Report 

Mr. Bouey mentioned that Items 5C and 6A will be continued to the next meeting. 
Mr. Bouey reported the following: 

1) Hyde Street Harbor - at a previous Commission meeting, the Hyde Street Harbor 
and the EER hearing were discussed. A number of speakers from the South End 
and Dolphin Rowing Clubs expressed concerns.' Two meetings with 
representatives of the two clubs were held and an agreement reached that an 
advisory committee for the project will be established to include representatives 
from not only the two clubs but also from the National Park Service, Rec and 
Park, Clean Water, Fisherman's Wharf Tenants Association, Fisherman's Wharf 
Merchants Association and Crab Boat Owners Association. The Port's 
Environmental unit will represent the Port and staff the committee. The Port also 
agreed to pay for a consultant to advise the committee and to contribute $50,000 
the first year. 

2) MIS - He introduced Dan Tan, MIS Manager, and gave a stams report of some of 
Dan's accomplishments at the Port. 

• Upgraded hardware to an Alpha Server 

• Reduced system crashes from two per week to two per year 

• Increased production time; e.g. Durming letters production reduced from 26 
hours to two hours. 

• Over 100 PC workstations have been installed. 

• Upgraded operating system from Ultrix to Digital UNIX 

M081396.igq -1- 



• Increased response time from five seconds to less than one second 

• Upgraded Oracle to current version; the Port was six versions behind 

Mr. Bouey also mentioned the following MIS plans for the next few years: 

• Computer Connection to Controller's Office by September 1996 

• The Property Management System has been purchased, the installation is in 
process and fully operable by October 1996. 

• Develop Permit System by December 1996 

• Plan to tie in with Maintenance on the Wide Area Network 

• Getting ready with the RFP for the Facility Cost Accounting System - should 
be implementable in 1997 

• Develop a new Maintenance Scheduling System by the end of 1997 

He commended Dan Tan for the tremendous impact he has made to Port 
operations. 

3) Bicycler - One of the problems confronting patrolling police officers at the 
Fisherman's Wharf/Pier 39 is mobility. The Port contributed two bicycles so that 
officers could ride around the Fisherman's Wharf area. The Fisherman's Wharf 
Association thought this was a good idea and offered to raise money to purchase 
ten more. The Port offered to contribute two more bicycles if the Association 
raised money to buy eight more bicycles. Within a month, the Association raised 
enough money to purchase 8-10 bicycles, which will be presented at a ceremony 
on August 23 with Mayor Brown, the Fisherman's Wharf Association and the 
Port donating these bicycles to the police force. 

4) Grand Jury Report - Most of the Grand Jury's findings were factually inaccurate. 
Staff is preparing appropriate response to the report. Given all the hours Port 
staff spent with the Grand Jury, the report is extremely disappointing. With 
regard to the recommendations made by the Grand Jury, in almost every single 
instance, staff has already implemented them. 

4. LEGISLATIVE 

5. TENANT & MARITIME SERVICES 

A. AppjQval of lease relocating Omar's Cafe in the World Trade Center/Ferry Building. 
(Resolution No. Q6-75) 

Mr. Bouey stated that Omar's Cafe has had a lease with the Port since 1990. The 
current lease covers approximately 1117 sq. ft. Their base rent is a little over 
$1,000. A contract for stage two of the Ferry Building Seismic Mitigadon Project, is 
expected to commence in a few months. As a result, Omar's Cafe will have to vacate 
the premises. Because the Port intends to completely renovate the Ferry Building, it 
cannot offer more than a short term lease. Given the amount of improvements 
necessary, it would be unpractical to bid this opportunity. What's offered is a new 

M081396.igq -2- 



lease area, approximately the same size, for a period of three years for a base rent of 
$1658 against a percentage rent of 11 % . The tenant is willing to renovate the site at a 
cost of $147,000. The Port will give the tenant rent credit equaling 100% the base 
rent as it becomes due. If the Port terminates this lease in three years, the tenant 
would only recover $60,000 of the $147,000. 

Commissioner Herman requested a copy of the rent credit policy; Mr. Bouey replied 
that a copy will be sent to him. 

In response to Commissioner McCarthy's mquiry about construction, Mr. Bouey 
reiterated this is Phase 2 of the seismic work; shear walls will be built, boilers will be 
relocated and a corridor constructed. 

In response to Commissioner McCarthy's inquiry about bidding the contract. Cliff 
Jarrard, Chief Harbor Engineer, replied that this contract went out to bid but all bids 
were rejected. Staff has put this contract out for rebid and a pre-bid meeting is 
scheduled this week. Staff expects work to commence in approximately two months. 

Commissioner Cook mdicated that he is concerned about a tenant putting a lot of 
money for tenant improvement in which a tenant has not shown much ability to make 
much money. Omar's Cafe is reporting $103,000 gross revenues. He does not think 
it's a good deal for the Port. Mr. Bouey mentioned that staff sees this as an 
opportunity to have food service in the building and Mr. Kirk Bennett has worked for 
months with Omar's Cafe to ensure they are comfortable with this investment and 
made it exceedingly clear that there is no guarantee or suggestion that this lease will 
continue beyond three years. The risk is on the part of Omar's. From the Port's 
perspective, this is a fair compromise. He added that staff has instituted a new policy 
that as leases are renewed, they are audited to ensure there is a level of playing field 
between both the tenant and the landlord. Commissioner Cook concurred that it is a 
good policy. Commissioner Cook stated that he is troubled by this lease but . 
understands the need to have food service in the Ferry Building and is willing to 
support it. 

ACTION: Commissioner Herman moved approval; Commissioner Lee seconded 
the motion. All of the Commissioners were in favor; the resolution was 
adopted. 

R. Appr ova l of Consent to Encumbrance of Leas,ehQldJEstat£^greement^and_Estoppel, 
regarding I^ase and Supplemental Leas.e between PQrt_andjQexs,QjLBakar_& 
Associates, for property located nn SWL 322 at Front and Vallejn Streets. 
(Resolution N o. 96-76) 

Mr. Bouey indicated that G.B. & Associates leases property from the Port located at 
SWL 322. The tenant is in the process of refmancing its project through its existing 
lender. As a condition of refmancing. Bank of America is requesting the Port agree 
to the proposed Consent to Encumbrance. BofA asks the Port to consent to the 
following provisions: (1) That the proposed agreement give BofA 60 additional days 

M081396.igq -3- 



to either cure any non-monetary defaults under the lease or commence foreclosure. 
The lease currently allows 30 days; (2) BofA has requested that insurance and 
condemnation proceeds be subject to the rights of BofA under the deed of trust in the 
event of damage or destruction. Since the lease does not provide for termination of 
the lease in the event of damage or destruction, any insurance proceeds would fust be 
applied to rebuild the premises. Staff believes that this form of agreement represents 
the current standard practice and not substantially alter the Port's rights under the 
lease. The Port Commission has approved similar agreements in the past. 

Commissioner Herman inquired if the owner can insure against losses or difficulties 
to the satisfaction of the bank. Mr. Bouey concurred that the owner can. 
Commissioner Herman indicated that he is concerned about the Port committing to 
such agreement and wondered what the risks are in underwriting defaults. Mr. Bouey 
replied that the lease itself does not provide for the termination in the event of damage 
or destruction. Any insurance proceeds would first have to go to rebuild the 
premises. The Port is not at risk. Legal Counsel Neil Sekhri reiterated that what the 
bank is asking is in the event that there is destruction to the premises, the insurance 
proceeds will be first applied to rebuilding the premises. The Port's assets are 
protected. If there is any excess in the insurance proceeds beyond what's needed to 
rebuild, that will be applied to pay off the loan. 

Commissioner Herman inquired about the Port's role in the request submitted by the 
bank. Mr. Sekhri replied that if there was destruction or damage to the building, the 
tenant normally would apply those proceeds to rebuild the building. Under the deed 
of trust, those proceeds are held by the lender and the lender needs to apply those 
proceeds to ensure that the building is rebuilt. Under the current lease, it provides 
that the tenant has to use those proceeds to rebuild the building. The Port is 
consenting to the lender to be able to control the use of the proceeds to rebuild the 
building and any excess will be used to pay off the loan. 

ACTION: Commissioner Cook moved approval; Commissioner Lee seconded the 
motion. All of the Commissioners were in favor; the resolution was 
adopted. 

C^ ApprQYaLQLperceiLtagej[:entaLadjuslnienlLih]LAliQtQ!s_#&_^ 

atJBsheiman'^ Wharf. (Resolution No. 96-69) THTS TTEM WAS PUT OVER TO 
THE NEXT MEETING 



6. FACILITIES & OPERATIONS 

A. AuthQriz:atLQiijQrJhe_JExei:utiY.ej:iirectQrJii_execiite^a^ 

substituteJth e wo rk on twojijanes in place of work on two other cranes for 
Qmstniction Contract No. 261 0, "Pier 68 Ship yard Cranes Improvements." 
(ResQhition No . 9 6-77) THIS TTEM WAS PUT OVER TO THE, NEXT 
MEEUNCL 



M081396.igq . -4- 



7. PLANNING & DEVELOPMENT 

A. Tnfnrmatinnal presentation on the conceptu a l de si g n of t h e Pie r 52 Pu b li c Bo a t R a mp^ 
Rait_&J[:ac]de_aiKLEatiii^ 

Mr. Bouey indicated that he is enthusiastic about bringing this project to the 
Commission. He stated that what is presented today is the work of an advisory 
committee, the design review board and significant public outreach. This is brought 
to the Commission for their review and conmients. He mentioned that he has many 
comments that may necessitate some changes to the project. After the Commission's 
review, the process will contiaue and the project will be brought back to the 
Commission for final adoption. Staff hopes to get this facility constructed by mid to 
late summer. 

Ms. Sharon Polledri, Director of Planning and Development, introduced Sam 
Kwoong, the lead person of the architecture and engineering firm for this project. She 
also enumerated the members of the advisory group. The group met on a weekly 
basis for three months to refine the concept for the project. The objectives were to 
improve the access to the waterfront and provide amenities for the recreational 
boating community and offer flexibility in the building and site improvements. This 
will provide centrally located access for boaters as well as a secondary access for 
hand-launch facilities as well as a visiting boats tie-up. The eating facility has an 
outdoor deck and public restrooms that will be accessible to the public. Port staff 
has presented the conceptual design at several public meetings includiag the Board of 
Directors and general membership of the Bayview Boat Club and BCDC's Design 
Review board. 

Commissioner Cook commented that the width of the ramp is not sufficient to 
accommodate two launching simultaneously. He also asked that parking in the area 
needs to be addressed. He suggested perhaps putting meters in the area. Ms. 
Polledri indicated that the group is already working to accommodate a double ramp. 
The parking issue has also been discussed, as well as the monitoring of the boat 
trailer parking and how to effectively implement it. Commissioner Lee inquired 
about the budget of this contract. Ms. Polledri replied that it is $L7 million, 
inclusive, with a $295,000 grant from CalBoating and Waterways. 

In response to Commissioner Herman's inquiry regarding the Waterfront Land Use 
Plan, Mr. Bouey replied that the Waterfront Land Use Plan has been approved for the 
EIR process. Once the EIR is complete, the plan itself will come back to the 
Commission for its approval, which should occur in November. 

Commissioner Lee commented that he is impressed with the project and wishes to see 
more of this type of project along the waterfront. Commissioner Hardeman 
concurred with Commissioner Lee's comments. With regard to parking, 
Commissioner Hardeman indicated that he has received complaints from the Mariposa 
Boat Club who would like the Port to put up "no parking" signs that were removed 
from the area. 

M081396.igq -5- 



Commissioner Cook commented that there is no defined parking in the area. There 
are no signs that limit parking. A permanent solution would be a defined parking 
signage and provide meters. 

Commissioner Herman commented that the area is a refuge for people who have no 
place to go. Displacement from that location would only move the problem 
elsewhere. He hopes to have a point of view that expresses a sensitivity in trying to 
find a suitable location for those people who can park and relocate their trucks/vans. 
He is supportive of the boat ramp but the difficulty of parking is going to be more 
acute and more difficult. 

Ms. Ricki Cornell, co-owner of Jelly's Cafe at Pier 50, indicated that the first time 
she's heard about this was some time ago. Ms. Polledri was to inform her of the 
progress but has not. Looking at the completed plans, she's surprised to find that the 
facility is a full-fledged restaurant with outdoor seating, contrary to prior assertions 
by Ms. Polledri. She feels that this is in direct competition to her cafe. She concurred 
with Commissioner Cook that the primary focus should be the boat ramp not the 
restaurant. With regard to Commissioner Herman's comments, there is a tremendous 
problem with the homeless in the area which they have to deal with it every day. 
She's happy to see that this plan is taking place as it will enhance the area and 
eliminate other problems but, at the same time, it creates other problems as well. 
Mr. Bouey indicated that this project is not complete. It was his understanding that 
Ms. Cornell had been invited to Advisory Committee meetings. However, staff will 
be going out for more public outreach and will return to the Commission before it's 
adopted. 

R. R£SDlutiQiL_apprQving_and_urging the execuliQn_Q£,aJ!^emojandunjLOJLAgre£meiilJ3y 
theJilay^QiLandXlerLiiLtheJELQardjafJSjuper^^ 

City of San FranciscojaLfouiLparcels of prop.eityLnear_tlie_inters£CtiQn of Howard 
Slre^eJLand_SjjeuarlJStre^et,_apprQYing_the^ccep^tanc£JiyLlh^ 
sudijiarcels, and authorizing the juiisdkliQnaIJtraii5feiijQf^ucJbL4}arcei^ 
to the Port. fResolution No. 96-78) 

Mr. Bouey indicated that Section 72 of the Streets and Highway Code requires 
CalTrans to remove the Embarcadero freeway structure and to convey to the City and 
Port those portions of Route 480 that are no longer required for the right-of-way 
purposes. A description of Parcels 3,4,7 and 8 is included in the package. With 
regard to Parcels 7 & 8, the Port is receiving the air rights over the parcels. With 
regard to Parcels 3 & 4, that property will return to the Port but part of each of those 
parcels will probably be figured into the redesign of the mid-Embarcadero project. 
We are following a process in which the City and the Port Commission can receive 
jurisdiction of these parcels. 

ACTION: Commissioner Lee moved approval; Commissioner Cook seconded the 
motion. All of the Commissioners were in favor; the resolution was 
adopted. 



M081396.igq 



8. ADMINISTRATION 

A. i^pvi^inns to Approval of Bid and Award of Revenue Bond Res.e 
Agreement. (Resolution No. 96-54) 

Mr. Bouey stated that in June, the Commission approved the Forward Purchase 
Agreement. Prior to staff bringing it to the Commission, the agreement was sent to 
providers with a request to comment on the agreement. In the interval, it appears that 
the continuing outfall with Barings, Orange County, Sumitomo and others will result 
in changes by the SCC. Staff has been advised that it is prudent to make the four 
changes. 

Commissioner McCarthy asked for an explanation of change #2, "If the Port draws 
on the Reserve Fund, thereby reducing the amount available for investment, the Port 
will compensate the Provider. " Mr. Kutnick explained that the Provider is entering 
into an agreement to provide a certain amount of interest. If we were to draw on the 
Reserve Fund and therefore, reduce the amount available to the Provider, there is a 
cost to them since they have made certain commitments in the market. 

Commissioner McCarthy asked if the Port is compensating the provider. Mr. 
Kutnick replied that the Port is entering into an agreement to provide them investment 
rights. If the Port draws the Reserve Fund and is not replenished within a certain 
period of time, the value of those rights has diminished and their ability to orient to a 
higher market is costing them money and therefore would like to be compensated. He 
added that the Port has never drawn on its Reserve Fund. 

In response to Commissioner Lee's inquiry about the duration of the Provider's 
commitment, Mr. Kutnick replied that they are taking bids to 2004, which is ten years 
of the date of the issue, which is the first call date at which we could refund these 
funds. The life of the bonds will mature in 2009. However, we may decide based on 
those bids to only allow through the call date, which gives us the ability to reflmd 
these bonds without having to pay any penalty to the Providers. 

Mr. Bouey stated that because of arbitrage laws, the Port is only permitted to earn a 
certain rate of interest. The proposed agreement guarantees that the Port will receive 
that rate no matter how the market fares and is protected for the next ten years. If the 
market should go up, the Provider gets some benefit but the Port could not have 
reaped that benefit. It is a shared risk where the Port is protected from the downside. 
Mr. Kutnick added that staff is looking to avoid market risk in the future. At the 
arbitrage yield, the maximum the Port can earn is 5.63. Commissioner Lee asked if 
the amount reduces as we pay the bond back or is it a fixed amount until the maturity 
of the bond. Mr. Kutnick replied that it is a fixed amount, 10% of the par value. 

ACTION: Commissioner Cook moved approval; Commissioner Lee seconded the 
motion. All of the Commissioners were in favor; the resolution was 
adopted. 



M081396.igq 



9. CONSENT CALENDAR 

A. Appro:valJbrjme_BQrLj:epre&eiitatLvej^^ 

of Port Aiithnrities Cnnventinn in Vancouver, British Columbia, in accordance with 
the FY 96-97 budget. (Resolut ion No. 96-79) 

R. Appixi^aLx^GjmuiidJLeas£^ttQnmieiiL.an^^ 

Clip Clop TTT Partners, T.td. and tenant of Francisco Ray Office Park on SWLs 315, 
316 and 317 at Montgomery and Francisco Streets. (Resolution No. 96-80) 

C_ Approval for one Port representative to attend meeting s of Port representatives a nd 
travel industry leaders in Boston regarding domestic cruise itineraries and to 
participate in the American Association of Travel Agents annual lobbying event in 
Washington, D.C., in accordance with the FY 9 6-97 budget (Resolution No. 96-81) 

ACTION: Commissioner Lee moved approval; Commdssioner Cook seconded the 
motion. All of the Commissioners were in favor; items on the Consent 
Calendar were adopted. 

10. NEW BUSINESS / PUBLIC COMMENT 

Commissioner Hardeman stated that while driving Sunday night, he heard an interview 
with the Mayor regarding skateboarders and that the Mayor was commenting that this was 
a major item. The Mayor mentioned that he will personally get involved on this issue. 
He was, however, disappointed to find out that damage is being done to City strucmres. 

Mr. Bouey gave an update regardmg this subject. Veronica Sanchez has been delegated to 
work on this problem and has been working closely with Supervisor Yaki. Pon staff has 
indicated that there's some property near the waterfront suitable for the skateboarders. 
With a more cohesive effort from Rec & Park, the City and private property owners, we 
can address this problem. One site is not going to solve the problem. He beheves that 
other sites throughout the City are needed to fully address the problem. 

Commissioner Herman commented that he was to be on a subcommittee. There were to 
have been some discussions with the Police Department that also embraces those on roller 
blades because of the safety hazard that is inherent and inhibit people from walking in the 
Embarcadero. 

Mr. Bouey stated that several months ago. Commissioners O'Neill and Herman brought 
this situation to light and a task force to include the two of them was to be formed to 
address the issue. Shortly thereafter, it turned out that Supervisor Yaki announced 
forming a Citywide task force. At a subsequent Commission meeting, Mr. Bouey 
reported that the Port would become part of that task force rather than having its own as 
this as a Citywide problem. He will ensure that Veronica Sanchez informs the 
Commissioner of the subcommittee's meetings. Commissioner Hardeman reiterated that 
this issue has come to the Mayor's attention and feels as strongly as the Commission that 
the ribbon has to be protected. 

M081396.igq -8- 



Commissioner Herman requested that a public hearing be scheduled at the next 
Commission meeting regarding the article published in the Examiner by Conunissioner 
Cook concerning Port matters. He will comment on the inaccuracies contained in the 
article and comment on the provocative quality of certain proposals that were offered. 
Commissioner Cook concurred. 

11. EXECUTIVE SESSION 

At 5:25 p.m. the Commission Secretary announced that the Commission will withdraw to 
executive session to discuss the following: 

A. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This session is 
closed to any non-City /Port representative. * 

1) Property: Port property located at Berry Street and Second Street (China Basin). 
Person Negotiating: Port representative: Dennis P. Bouey, Executive Director 
*San Francisco Giants Repres entative: Larry Baer, Vice President 

Under Negotiation: Price Terms of Payment /_ Both 

B . CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING 
LITIGATION MATTERS 

1) Excelsior/BAPC v. CCSF 

San Francisco Superior Court No. 972-343 

2) CCSF V. David Weiss, Pier 32 Market, Inc., et.al. 
San Francisco Superior Court No. 969-872 

At 6:45 p.m. Commissioners Hardeman, Lee and McCarthy returned from executive session 
and convened in public session. Commissioners Cook and Herman were excused. 

ACTION: Commissioner Lee moved approval to not disclose any information discussed in 
the executive session; Commissioner McCarthy seconded the motion. All of the 
Conmiissioners were in favor. 

The meeting was adjourned at 6:47 p.m. 



M081396.igq 



/ 



<r 



SAN FRANCISCO 
PORT COMMISSION 

REGULAR MEETING 

4:00 P.M., TUESDAY ^^AUGUST27, 1996, 
FERRY BUILDING, SUITE SlTKT" 
SAN FRANCISCO, CALIFORNIA 



DOCUMENTS DEPT. 



AUG 2 2 1995 

SAN FRANCISCO 
PUBLIC LIBRARY 



ll% 



AGENDA 



1. ROLL CALL 



2. APPROVAL OF MINUTES - August 13, 1996 

3. EXECUTFVE 

A. Executive Director's Report 

4. LEGISLATIVE 

5. TENANT & MARITIME SERVICES 

A. Approval of lease with the San Francisco Unified School District for Transit Shed A 
at Pier 80 and for 501 Cesar Chavez Boulevard. (Resolution No. 96-82) 

B. Approval of lease with the Crab Boat Owners Association on Jones Street near Pier 
47 in Fisherman's Wharf. (Resolution No. 96-83) 

C. Approval of month-to-month lease with Clarence Washington for a shoe shine stand at 
the Ferry Building (Resolution No. 96-84) 

6. FACILITIES & OPERATIONS 

A. Authorization to award Contract No. 2620, "1996/1997 Dredging" to Dutra 
Construction. (Resolution No. 96-85) 

B. Authorization to rescind award of Contract No. 2610, "Pier 68 Shipyard Cranes 
Improvements" and to readvertise for bids. (Resolution No. 96-86) 

7. PLANNING & DEVELOPMENT 

A. Amending Resolution No. 95-7 to authorize the management of any additional grant 
funds from the State of California, Department of Boating and Waterways (Cal 
Boating) for the Pier 52 Public Boat Launch project. (Resolution No. 96-87) 

8. ADMINISTRATION 



A082796.igq 



9. CONSENT CALENDAR 

A. Approving a declaration of an emergency for sewer repair work at the Ferry 
Building. (Resolution No. 96-88) 

B. Approval of travel to the International Marine Transit Association's 21st Annual 
Conference m Vancouver, British Columbia, in accordance with the Port's Fiscal 
Year 1996-97 budget. (Resolution No. 96-89) 

C. Approval of travel for one Port representative to attend the Breakbulk Transpo '96 in 
New Orleans, Louisiana, in accordance with the Port's Fiscal Year 1996-97 budget. 
(Resolution No. 96-90) 

10. NEW BUSINESS / PUBLIC COMMENT 

11. EXECUTIVE SESSION 

A. PUBLIC EMPLOYEE APPOINTMENT 

1) Confirmation of Appointment of Director of Tenant & Maritime Services 

An executive session to discuss this matter is specifically authorized under 
California Government Code Section 54957. 

B. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This session is 
closed to any non-City /Port representative. * 

1) Property: Port property located at Berry Street and Second Street (China Basin). 
Person Negotiating: Port representative: Dennis P. Bouey, Executive Director 
*San Francisco Giants Representative: Larry Baer, Vice President 

Under Negotiation: Price Terms of Payment ?/_ Both 

An executive session has been calendared to discuss real property negotiations 
between the Port and San Francisco Giants, regarding the proposed ballpark. 
This is specifically authorized under California Government Code Section 
54956.8. 

C. Vote in open session on whether to disclose Executive Session discussions (S.F. 
Admin. Code Sec. 67.14) 

12. ADJOURNMENT 

Public comment is p ermitted on any matter within Port jurisdiction, and is not limited to agenda 
items. Public comment on non-agenda items may be raised during New Business/Public 
C omment. Please fill out a speaker card and hand it to the Commission Secretary . 



A082796.igq 



DISABILITY ACCESS 



The Port Commission office is located on the third floor of the Ferry Building, Suite 3100. 
The Port office is wheelchair accessible. Accessible seating for persons with disabilities 
(including those using wheelchairs) will be available. The closest accessible BART station is 
Embarcadero Station located at Market and Steuart Streets. The closest accessible MUNI 
Metro station is Embarcadero station located at Market and Spear Streets. Accessible MUNI 
lines serving the Ferry Building are the 9, 31, 32 and 71. For more information about MUNI 
accessible services, call 923-6142. 

There is accessible parking at the Ferry Building and at the public lot in the Embarcadero 
median in front of the Ferry Building. Assistive listening devices are available for use in the 
Port Commission Meeting. 

The following services are available on request 72 hours prior to the meeting. Please contact 
Frank Palumbo at (415) 274-0559. Late requests will be honored if possible. 

• American Sign Language Interpreters • The use of a reader during the meeting 

• A Sound Enhancement System • Minutes of the Meeting in Altemati\'e 



Formats 



Large Print of the Agenda 



In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illnesses, multiple chemical sensitivity or related disabilities, attendees ai public 
meetings are reminded that other attendees may be sensitive to various chemical-based 
products. Please help the City accommodate these individuals. 

Know Your Rights Under the Sunshine Ordinance 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to conduct the 
people's business. This ordinance assures that deliberations are conducted before the people 
and that City operations are open to the people's review. For more information on your rights 
under the Sunshine Ordinance (Chapter 67 of the San Francisco Administrative Code ) or to 
report a violation of the ordinance, contact the Sunshine Ordinance Task Force at 554-6075. 



A082796.igq 



PORT OF SAN FRANCISCO 




TO: 



MEMORANDUM 



August 14, 1996 

MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



FROM: 



SUBJECT: 



Dennis P. Bouey 
Executive Director 



m 



Ferry BuilcTng 

San Francisco. CA 94T1-! 

Telephone 4"; 5 27- C-J-00 

Telex 2759^0 ?£F UR 

Fax415 274Q=23 

Cable SFPCRTCOMM 

Writer 



Approval of lease with the San Francisco Unified School District for Transit Shed 
A at Pier 80 and for 501 Cesar Chavez Boulevard 



DIRECTOR'S RECOMMENDATION: 

UNIFIED SCHOOL DISTRICT 



APPROVE LEASE WITH THE SAN FRANCISCO 



BACKGROUND 

Pursuant to Port Lease No. L-11975 which was approved by the Port Commission on June 28, 
1994 (Resolution No. 94-95), the San Francisco Unified School District ("Tenant'') currently 
occupies 50,000 square feet of shed space for warehousing in Transit Shed D of the Northern 
Container Terminal at Pier 80 and 14,000 square feet of office space in the Pier 80 Administration 
Building at 501 Cesar Chavez Boulevard. The term of this lease expired on July 31. 1996. and 
Tenant is now holding over on a month-to-monfh basis. Tenant also occupies 11,050 square feet 
of shed space in Transit Shed A at Pier 80 and an additional 2,110 square feet of office space in 
the Pier 80 Administration Building located at 501 Cesar Chavez Boulevard pursuant to Port 
license agreements dated February 1, 1996 and dated March 1, 1996. 

In order to accommodate the expansion of the Breda Transportation, Inc. premises in Shed D (as 
approved by Port Commission Resolution 96-66) and to consolidate all of the School District's 
warehouse operations into a single facility. Port staff and Tenant have agreed that Tenant will 
relocate all of its warehousing from Transit Shed D to Transit Shed A. The parties also agreed 
to include all of Tenant's space in a single new lease agreement. 



THIS PRINT COVERS CALENDAR ITEM NO. 5A 



Agenda Item No. 5 A 
Page 2 



The temporary closure of the Pier 80 Northern Container Terminal facility will allow this interim 
use in Transit Shed A, generating additional interim revenue for the Port, without preventing the 
immediate or future use of Pier 80 for container cargo handling or other maritime purposes. 

PROPOSED LEASE 

A lease (Port License No. L- 12320) has been negotiated by Port staff and Tenant with the 
following terms and conditions: 



1, 



Premises: 



Parcel A : 66,500 square feet of shed space in Transit Shed A in the Northern 
Container Terminal at Pier 80. 

Parcel B : 16,110 square feet of office space in the Pier 80 Administration Building 

at 501 Cesar Chavez Boulevard. 



Term: 



Rent: 



One year, commencing on August 1, 1996. Any holding over after July 
31, 1997 would be on a month-to-month basis. The Northern Container 
Terminal can operate independently of Transit Shed A, but, in the event 
that the space leased by Tenant is needed for non-container cargo handling 
or for any use, the lease can be terminated upon 30 days notice as early as 
August 1, 1997. 

$26,291.00 per calendar month, which is based upon rental rates of $.27 
per square foot for the shed space and $.50 per square foot for the office 
space. 

The expired Lease No. L-11975 provided for rental rates equal to $.25 per 
square foot for the shed space and $.42 per square foot for the office space, 
plus rent credits for new carpeting and asbestos abatement and removal. 
The new lease does not provide for any rent credits. In addition, Tenant 
will assume responsibility for janitorial service, and lighting maintenance 
and repair in the office space, and Tenant will also be responsible for 
maintaining the landscaping that surrounds the Pier 80 Administration 
Building. The Port will remain responsible for the monthly electricity 
charges. The lease is not therefore a true gross lease; however, it cannot 
be considered a completely net lease because Tenant does not pay for 
electricity. 



> 



Agenda Item No. 5 A 
Page 3 



The minimum net effective rental rate approved by the Port Commission 
in the current Leasing Parameters for open shed space is $.30 per square 
foot net. The minimum net effective rental rates approved by the 
Commission for office uses are $.70 per square foot for gross leases at 501 
Cesar Chavez and $.40 per square foot for net leases in the Southern 
Waterfront. 

Port staff believes that the rental rates for the shed space and office space 
is appropriate because of the large size of the shed space, and the additional 
maintenance obligations agreed to by Tenant for the office space. 



Prepared by: Kirk W. Bennett, Acting Director, Tenant and Maritime Services 



> 



I 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-82 



WHEREAS, 



Section B3.581 of the City Charter empowers the Port Commission with 
the power and duty to use, conduct, operate, maintain, manage, regulate 
and control the Port area of San Francisco; and 



WHEREAS, 



Under Section B3.581 of the City Charter, leases granted or made by the 
Port Commission shall be administered exclusively by the operating forces 
of the Port Commission; and 



WHEREAS, 



> 



RESOLVED, 



Staff has negotiated all the terms and conditions of proposed leases with 
The San Francisco Unified School District on the terms and conditions 
outlined in Agenda Item 5 A for the Port Commission meeting of August 27, 
1996 which include rental rates lower than provided for in the Leasing 
Parameters approved by the Port Commission; now therefore, be it 

That the Port Commission hereby approves entering into Port Lease No. 
L-12320 between the Port and The San Francisco Unified School District, 
as described in Agenda Item 5 A for the Port Commission meeting on 
August 27, 1996, and authorizes the Executive Director of the Port, or his 
designee to execute the same on behalf of the Port and in such form as is 
approved by the City Attorney. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting 
of August 27, 1996. 



Secretary 



G:\WP51\AGENDAS\SFUNI.MEM\8-14-96\ND\jef 



I 



I 



PORT OF SAN FRANCISCO 




Ferry Building 
MEMORANDUM San Francisco. CA 941 1 1 

Telephone 415 274 0400 
Telex 275940 PSF UR 
A >. i o 1 r»r>zr Fax 415 274 0528 

August 13, 1996 Cable SFPORTCCMM 



Writer 



TO: MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



FROM: Dennis P. Bouey 

Executive Director 



m 



SUBJECT: Approval of lease with the Crab Boat Owners Association on Jones Street near Pier 
47 in Fisherman's Wharf. 

DIRECTOR'S RECOMMENDATION: APPROVE LEASE AS SET FORTH HEREIN. 

BACKGROUND 

The Crab Boat Owners Association occupies a 2,717 sq.. ft. building at 2907 Jones Street between 
Jefferson Street and Pier 47 in Fisherman's Wharf. This two-story building consists of 1,580 sq. 
ft. of meeting hall space, and 1,137 sq. ft. of office and storage space. The Crab Boat Owners 
Association, which was founded in 1952, has occupied this building on a month-to-month basis 
since October 5, 1978 under Port License To Use Space No. 9548. The current rent under this 
license is $540.68 per month, or $0.20 per square foot. 

The Crab Boat Owners Association is an important component of the fishing industry at 
Fisherman's Wharf. It is a member of the Pacific Coast Federation of Fishermen's Associations. 
Its primary roles are to represent its members in marketing their products, and to educate its 
members, governmental agencies, and the public in matters affecting the fishing industry. 

The fishing industry is the heart of Fisherman's Wharf. Its vitality is essential to the continued 
economic health of other businesses at Fisherman's Wharf and is crucial for preserving and 
enhancing the appeal of Fisherman's Wharf. The Port of San Francisco is therefore committed 
to the preservation and revitalization of the fishing industry at Fisherman's Wharf, and has taken 
recent actions towards this end, such as: the construction and lease-up of modern fish processing 
and wholesaling facilities in Sheds B and D of Pier 45; and subsidizing the ice operation at 
Fisherman's Wharf to make ice available to the fishing industry in a range of quantities and at 
reasonable prices. Towards this same end. Port staff believes that the rent for the Crab Boat 

THIS PRINT COVERS CALENDAR ITEM NO. 5B 



Agenda Item No. 5B 



( 



11 



Page 2 



Owners Association should be cut in half and their occupancy should be converted from a month- 
to-month license to a long-term lease. 

EKQRQSED_LEASE 

A new lease (Port Lease No. L-12169) has been negotiated by Port staff and the Crab Boat. 
Owners Association on the following terms and conditions: 

1. Tejoant: Crab Boat Owners Association, a California non-profit corporation. 

2. Premises: 2,717 sq. ft., comprised of 1,580 sq. ft. of meeting hall space and 
1,137 sq. ft. of office and storage space, located on Seawall Lot 302. 

3. Term: Ten years, commencing September 1, 1996. 

4. Rent: $270.34 per month (or $0.10 per square foot), with annual cost of living 
increases. 

5. Use: The office and storage space shall only be used for general office and storage 
uses, and the meeting hall space shall only be used for meetings involving the 
fishing industry. Tenant agrees to make the meeting hall space available for 
meetings by other fishing associations, subject only to reasonable notice and 
insurance requirements, rules, and security and cleaning deposits. Any other 
subletting of the premises will require the approval of the Port, and upon such 
approval. Tenant may retain all "profits" from the subletting, which will be 
utilized to support its promotion of the fishing industry. 

6. Maintenaiice_arLdJBLepairs: Tenant shall be responsible for all maintenance and 
repairs to the Premises except for the roof, which shall be the responsibility' of 
Port. 

7. Modification of Indemnity and Exculpation Language: The standard Indemnity 
and Exculpation language, indicated on Exhibit B attached hereto, will be 
replaced with the Indemnity and Exculpation language indicated on Exhibit C 
attached hereto. While the Port Commission has not granted the Port or the 
City Attorney's discretion to modify the Indemnity and Exculpation provisions, 
the Port Commission has approved modifications to such provisions in the past, 
including leases with the State of California and with Crowley Marine Services, 
Inc. 



Prepared by: Kirk W. Bennett, Acting Director Tenant & Maritime Services 



I 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-83 



WHEREAS, 



Section B3.581 of the City Charter empowers the Port Commission with 
the power and duty to use, conduct, operate, maintain, manage, regulate 
and control the Port area of San Francisco; and 



WHEREAS, 



Under Section B3.581 of the City Charter, leases granted or made by the 
Port Commission shall be administered exclusively by the operating forces 
of the Pon Commission; and 



WHEREAS, 



RESOLVED, 



Converting the month-to-month tenancy of the Crab Boat Owners 
Association at Fisherman's Wharf to a long-term lease at reduced rents 
assists the Port in achieving its goal to preserve and enhance the economic 
vitality of the fishing industry at Fisherman's Wharf; now therefore, be it 

that the San Francisco Port Commission hereby approves entering into 
Lease No. L-12169 between the Port and the Crab Boat Owners 
Association, with the business terms as set forth in the Memorandum of 
Agenda Item No. 5 B for the Port Commission meeting on August 27, 
1996, hereby approves and authorizes the Executive Director of the Port, 
or his designee, to execute the same on behalf of the Port, in such form as 
is approved by the City Attorney. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting 
of August 27, 1996. 



Secretary 



I:\WP51\CRABB0AT.KB\ibn\August 13, 1996 



I 




EXHIBIT "A" 



EXfflBIT B 
STANDARD LEASE INDEMNITY AND EXCULPATION SECTION 



20. Indemnity and Exculpation . 

20.1 Indemnity . Tenant shall indemnify and hold Port, City and their agents, officers, 
directors, contractors and employees (collectively, "Agents") harmless from, and, if requested, 
shall defend them against any and all claims, direct or vicarious liability, damage, injury or loss 
arising directly or indirectly out of: ( a) any injury to or death of any person, including employees 
of Tenant, or damage to or destruction of any property occurring in. on or about the Premises, or 
any part thereof, from any cause whatsoever, or (b) any default by Tenant in the observance or 
performance of any of terms, covenants or conditions of this Lease, or (c) the use, occupancy or 
condition of the Premises or the activities therein by Tenant, its Agents, or clients, customers, 
invitees, guests, members, licensees, assignees and subtenants (collectively. "Invitees"! This 
indemnity shall be enforceable regardless of the negligence of Port or Citv. and regardless of 
whether liability without fault is imposed or sought to be imposed on Port or City . This 
indemnity shall be enforceable except to the extent that such indemnity is void or otherwise 
unenforceable under applicable law in effect on , or validly retroactive to, the date of this Lease, 
This indemnity includes all such loss, damage, injury, liability or claims as described above, loss 
predicated in whole or in part, upon active or passive negligence of Port. City or their Agents. 
This indemnity shall exclude claims, liability, damage or loss resulting solely and exclusively 
from the wilful misconduct of Port or City which is not contributed to by any act of. or by anv 
omission to perform some duty imposed by law or agreement on. Tenant, its Agents or invitees . 

In addition to Tenant's obligation to indemnity Port and City, Tenant specifically 
acknowledges and agrees that it has an immediate and independent obligation to defend Port and 
City from any claim which actually or potentially falls within its indemnification provision, even 
if the allegations are or may be groundless, false or fraudulent. Tenant's obligation to defend 
shall arise at the time such claim is tendered to Tenant by Port and/or City and shall continue at 
all times thereafter. 

The foregoing indemnity obligation of Tenant shall include without limitation, 
indemnification from all loss and liability, including attorney's fees, court costs and all other 
litigation expenses. This indemnification by Tenant shall begin from the first notice that any 
claim or demand is or may be made. The provisions of this section shall survive the termination 
of this Lease with respect to any damage, destruction, injury or death occurring prior to such 
termination. 

20.2 Exculpation . Tenant, as a material part of the consideration to be rendered to 
Port, hereby waives any and claims against Port, City and their Agents, and agrees to hold Port, 
City and their Agents harmless from any claims for damages to goods, wares, goodwill. 



Exhibit B 
1 Page Two 



merchandise, equipment or business opportunities and by persons in, upon or about said 
Premises for an cause arising at any time ( including without limitation all claims arising from the 
joint or concurrent negligence of Port or City or their Agents! but excluding any intentionally 
harmfril acts committed solely by Port or City. 



NOTE : Language modified in the Crab Boat Owners Association lease underlined . 



G:\WP51\AGENDAS\CRABEX.KB\August 12, 1996 



I 



EXHIBIT C 

CRAB BOAT OWNERS ASSOCIATION 

MODIFIED INDEMNITY AND EXCULPATION SECTION 



20. Indemnity and Exculpation . 

20.1 Indemnity . Tenant shall indemnify and hold Port, City and their Agents, officers, directors, 
contractors and employees (collectively, "Agents") harmless from, and, if requested, shall defend 
them against any and all claims, direct or vicarious liability, damage, injury or loss arising 
directly or indirectly out of the use of the Premises or the activities therein by Tenant, its Agents, 
or clients, customers, invitees, guests, members. Tenants and assignees (collectively "Invitees"^ 
activities therein . This indemnification shall be enforceable except to the extent that such 
indemnity is void or otherwise unenforceable xmder applicable law in effect on, or validly 
retroactive to, the date of this Lease. This indemnity shall exclude claims, liability, damage or 
loss resulting exclusively from the negligence or willful misconduct of Port or City . 

In addition to Tenant's obligation to indemnify Port and City, Tenant specifically acknowledges 
and agrees that it has an immediate and independent obligation to defend Port and City from any 
claim which actually or potentially falls within its indemnification provisions, even if the 
allegations are or may be groundless, false or fraudulent. Tenant's obligation to defend shall 
arise at the time such claim is tendered to Tenant by Port and/or City and shall continue at all 
times thereafter. 

The foregoing indemnity obligation of Tenant shall include without limitation, indemnification 
from all loss and liability, including attorney's fees, court costs and all other litigation expenses. 
This indemnification by Tenant shall begin from the first notice that any claim or demand is or 
may be made. The provisions of this section shall survive the termination of this Lease with 
respect to any damage, destruction, injury or death occurring prior to such termination. 

20.2 Exculpation . Tenant, as a material part of the consideration to be rendered to Port, 
hereby waives any all claims against Port, City and their Agents, and agrees to hold Port, City 
and their Agents harmless from any claims for damages to Tenant's goods, ware, goodwill, 
merchandise, equipment, business opportunities in. upon or about said Premises, but excluding 
claims resulting exclusively from the negligence of the Port, the City or their Agents, or resulting 
from any intentionally harmful acts committed solelv bv Port or Citv . 



NOTE : Modified language underlined . 



G:\WP51\AGENDAS\CRABEX.KB\August 12, 1996 



PORT OF SAN FRANCISCO 



MEMORANDUM 



TO: 



FROM: 



August 13, 1996 

MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 

Dennis P. Bouey ft Jn 
Executive Director [f^ ^ 




Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



SUBJECT: Approval of a month-to-month lease with Clarence Washington for a shoeshine 
operation at the Ferry Building. 

DIRECTOR'S RECOMMENDATION: APPROVE LEASE AS SET FORTH HEREIN. 



BACKGROUND 

Cordell R. ("Smitty") Smith, who has operated a shoeshine stand at the Ferry Building since 
January 31, 1989 under Port License To Use Space #11433, terminated this license as of June 30, 
1996. Clarence Washington, who operated the shoeshine stand at the Ferry Building prior to Mr. 
Smith, desires to continue this shoeshine operation at the Ferry Building. 

Port staff believes that the bidding of this retail opportunity at this time is impractical because of 
planned construction projects which will impact the area where the shoeshine stand is located. 
First, work on Stage n of the Ferry Building Seismic Mitigation Project is expected to commence 
in late 1996, which will include constructing shear walls that will directly impact a portion of the 
shoeshine stand premises. Second, the Port is proceeding with plans to renovate the World Trade 
Center/Ferry Building. Port staff therefore believes that the Port should enter into a month-to- 
month lease with Clarence Washington to maintain shoeshine services for the tenants of the World 
Trade Center/Ferry Building and their visitors while these construction projects are pending. 



THIS PRINT COVERS CALENDAR ITEM No. 5C 



Agenda Item No. 5C 
I Page 2 

PROPOSED LEASE 

A new lease (Port Lease No. L-12319) has been negotiated by Port's staff and Clarence 
Washington on the following terms and conditions: 

L Tenant : Clarence Washington, an individual. 

2. Premises/Use : Approximately 30 sq. ft. of storage space (Parcel A) and 30 sq. ft. 
of open space (Parcel B) in the Ferry Building arcade, as shown in the attached site 
plan. Parcel A will be used for storage of a shoeshine stand, and Parcel B shall 
be used for the shoeshine stand when open for business to the public. Tenant 
acknowledges that Parcel A will be demolished during the Stage n construction, 
and the Port agrees to make a diligent effort to provide an alternative storage area 
for the shoeshine stand. Port shall have the right to relocate the shoeshii^ stand 
during business hours from Parcel B to provide pedestrian access during 
construction, inclement weather, and special events. 

3 . . Rent : Base rent of $100.00 per month (with annual cost of living increases), versus 
10% percentage rent. 



t 



Prepared by: Kirk W. Bennett, Acting Dkector, Tenant & Maritune Services 



) 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION No. 96-84 



WHEREAS, 



Section B3.581 of the City Charter empowers the Port Conunission with 
the power and duty to use, conduct, operate, maintain, manage, regulate 
and control the Port area of San Francisco; and 



WHEREAS, 



WHEREAS, 



RESOLVED, 



} 



Under Section B3.581 of the City Charter, leases granted or made by the 
Port Commission shall be administered exclusively by the operating forces 
of the Port Commission; and 

It is unpractical for the Port to now bid the shoeshine stand opportunity at 
the Ferry Building because of the planned Stage n of the Ferry Building 
Seismic Mitigation Project construction and the planned renovation of the 
World Trade Center/Ferry Building; now therefore, be it 

that the San Francisco Port Commission hereby approves entering into a 
month-to-month Lease No. L- 123 19 between the Port and Clarence 
Washington on the terms and conditions outlined in the Memorandimi of 
Agenda Item No. 5C for the Port Commission meeting on August 27, 
1996, and hereby authorizes the Executive Director of the Port, or his 
designee, to execute the same on behalf of the Port, in such form as is 
approved by the City Attorney. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting 
of August 27, 1996. 



Secretary 



G:\WP51\AGENDAS\WASHINGT.KB\ibn\August 13, 1996 



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PORT OF SAN FRANCISCO 



MEMORANDUM 



August 21, 1996 




Ferry Building 

San Francisco, CA 94111 

Telepiione 415 274 0400 

Telex 275940 PSF UR 

Fax 41 5 274 0528 

Cable SFPORTCOMM 

Writer 



TO: 



MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. James Herman 
Hon. Preston Cook 
Hon. Denise McCarthy 



FROM: Dennis P. Bouey 

Executive Director 




SUBJECT: Construction Contract No. 2620, "1996/97 Dredging," Authorization to 
Award Contract to Dutra Construction Company 



DIRECTOR'S RECOMMENDATION: THAT THE COMMISSION AUTHORIZE 
THE EXECUTIVE DIRECTOR TO AWARD CONTRACT NO. 2620 TO DUTRA 
CONSTRUCTION COMPANY IN THE AMOUNT OF $230,000.00 AND 
AUTHORIZE THE EXECUTIVE DIRECTOR TO ACCEPT THE WORK UPON 
COMPLETION 

The Port Commission authorized the invitation for bids on Construction Contract No. 
2620 for dredging at the regular meeting on June 18, 1996. One bid was received on 
August 8, 1996 and a bid sunmiary is attached. The Contract includes the required 
maintenance dredging at a number of specified Port facilities to accommodate current 
shipping needs and the flexibility to specify different sites in dredging if required at those 
sites to accommodate potential business opportunities. Dredging work includes provisions 
for both bottom sediment disposal at the Alcatraz Dump Site and for upland disposal as 
needed. Contract Award is based upon the lowest responsible bid determined by taking 
the sum total of any combination of bid items, or fraction of bid items, to obtain a total of 
107,900 cubic yards of dredge material. The budget for this contract is $400,000, 
however a portion of the funds are not yet appropriated. Due to limitation of funds 
appropriated at time of award, the initial quantity awarded will be for $230,000 which 

THIS PRINT COVERS CALENDAR ITEM NO. 6A 



I:\wp51\agd-2620.cj3 



will provide for approximately 46,000 cubic yards of dredging depending on the actual 
I sites dredged and the material encountered. When additional funding becomes available 

through the ongoing supplemental appropriation process the contract amount will be 
increased by $170,000 as a Type 1 modification, based upon the bid's unit prices for a 
total Contract amount of $400,000. The actual amount that can be dredged for the 
$400,000 is estimated at between 100,000 and 110,000 cubic yards but will depend on the 
sites chosen, the dredge material encountered and the number of dredging episodes used. 



Prepared by: Cliff Jarrard 

Chief Harbor Engineer 



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PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-85 



WHEREAS, the Port Commission authorized the advertisement for bids on Construction 
Contract No. 2620 for dredging at the regular meeting on June 18, 1996; and 

WHEREAS, one bid was received on August 8, 1996; and 

WHEREAS, Contract Award is based upon the lowest responsible bid determined by taking the 
sum total of any combination of bid items, or fraction of bid items, to obtain a 
total of 107,900 cubic yards of dredge material; and 

WHEREAS, the Contract includes the required maintenance dredging at a number of specified 
Port facilities to accommodate current shipping needs and the flexibility to specify 
different sites in dredging is required at other Port sites to accommodate potential 
business opportunities; and 

WHEREAS, dredgLQg work includes provisions for bottom sediment disposal at the Alcatraz 
Dump Site and for potential upland disposal as needed; and 

WHEREAS, . the total budget for this contract is $400,000 however all the funding has not yet 
been appropriated; and 

WHEREAS, due to limitation of funds at time of award, the initial quantity awarded will be for 
$230,000 which will provide for approximately 46,000 cubic yards of dredging; 
and 

WHEREAS, when additional funding becomes available through the ongoing supplemental 

appropriation process the contract amount will be increased by $170,000 as a Tj-pe 
1 modification, based upon the bid's unit prices for a total Contract amount of 
$400,000; and 

WHEREAS, the actual amount that can be dredged for the $400,000 is estimated at berween 
100,000 and 1 10,000 cubic yards but will depend on the sites chosen, the dredge 
material encountered and the number of dredging episodes used; therefore be it 

RESOLVED, that the Commission authorize the Executive Director to award Contract No. 2620 
to Dutra Construction Company in the amount of $230,000; and therefore be it 
further 

RESOLVED, that the Commission authorize the Executive Director to issue a Type 1 Contract 
Modification to the contract increasing the total contract amount to $400,000 when 
the additional funding becomes available through the supplemental appropriation 
process and authorize the executive director to accept the work upon completion. 

/ hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting 
of August 27, 1996. 



I:\wp51\agd-2620.cj3 



PORT OF SAN FRANCISCO 




MEMORANDUM 



August 21, 1996 



Ferry Building 

San Francisco. CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax415 274C-52S 

Cable SFPORTCOMM 

Writer 



TO: 



MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. James Herman 
Hon. Preston Cook 
Hon. Denise McCarthy 



FROM: Dennis P. Bouey UVjd 

Executive Director l/^rj 

SUBJECT: Construction Contract No. 2610, "Pier 68 Shipyard Crane Improvement 
Project," rescind authorization to award contract and authorization for staff to 
readvertise for bids 

DIRECTOR'S RECOMMENDATION: RESCIND THE AUTHORIZATION TO AWARD 
CONTRACT 2610 AND AUTHORIZE STAFF TO READVERTISE FOR BIDS 

On May 28, 1996, the Port Commission approved the award of Contract 2610, "Pier 68 
Shipyard Crane Improvement Project," to Rigging International for $1,621,260 and 
authorized 10% in contingencies for possible Type 1 Contract Modifications. The contract 
was authorized by the Commission for crane renovation, primarily on cranes #30 and #32. 
The crane repair work is intended to improve the cranes by extending their useful life, 
thereby facilitating the tenant's ship repair operations. Before the contract was fully executed 
by the City, the shipyard and the Port determined that it was preferable to focus the 
renovation work on cranes #33 and #34 which serve dry dock #2. This is the dry dock on 
which most ship repair work is conducted. This work will be of greater benefit to the 
tenant's shipyard operations. However, awardmg this work to Rigging International would 
require a Type 2 contract modification. 

In order to focus the work on cranes #33 and #34, staff recommends rescinding the 
authorization to award and readvertising for bids. The bid documents will be modified to 
allow the Port to select and award any combination of bid items it deems appropriate. 
Readvertising and rebidding will allow all interested bidders the opportunity to participate in 
the competitive bid process for the priority work identified by the shipyard. 



THIS PRINT COVERS CALENDAR ITEM NO. 6B 



I:\wp51\agd-2610.cj 



) 



Page 2 



This contract is being financed by a grant of $1,500,000 from the United States Department 
of Commerce, Economic Development Administration, $250,000 from the California Trade 
and Commerce Agency, and $250,000 in Port funds. 

Although it is the Port's position that a binding contract has not been fully executed. Rigging 
Internationl may argue otherwise. To preclude additional Port liability if Rigging 
International is successful in their argument, staff also requests the Commission authorize it 
to issue an alternative Termination for Convenience Notice to Rigging International. 



Prepared by: Cliff Jarrard 

Chief Harbor Engineer 



) 



) 



I:\wp51\agd-2610.cj 



) 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-86 

WHEREAS, on May 28, 1996, the Port Commission approved the award of Contract 

2610, "Pier 68 Shipyard Crane Improvement Project," to Rigging 
International for $1,621,260 and authorized 10% in contingencies for 
possible Type 1 Contract Modifications; and 

WHEREAS, the contract was authorized by the Commission for crane renovation, 

primarily on cranes #30 and #32; and the crane repair work is intended 
to improve the cranes by extending their useful life, thereby facilitating 
the tenant's ship repair operations; and 

WHEREAS, before the contract was fully executed by the City, the shipyard and the 

Port determined that it was preferable to focus the renovation work on 
cranes #33 and #34 which serve dry dock #2; which is the dry dock on 
which most ship repair work is conducted; so this work will be of greater 
benefit to the tenant's shipyard operations; however, awarding this work 
to Rigging International would require a Type n contract modification; 
and 



) 



WHEREAS, 
WHEREAS, 



WHEREAS. 



RESOLVED, 



in order to focus the work on cranes #33 and #34, staff recommends 
rescinding the authorization to award and readvertising for bids; and 

the bid documents will be modified to allow the Port to select and award 
any combination of bid items it deems appropriate; and readvertising and 
rebidding will allow all interested bidders the opportunity to participate 
in the competitive bid process for the priority work identified by the 
shipyard; and 

this contract is being fmanced by a grant of $1,500,000 from the United 
States Department of Commerce, Economic Development Administration, 
$250,000 from the California Trade and Commerce Agency, and 
$250,000 in Port funds; and approximately $109,000 of the State funds 
has been expended on Port labor and the furnishing and installing of 
electrical equipment; therefore be it 

that the San Francisco Port Commission hereby approves the rescission 
of the award of contract 2610, issue an alternative Termination for 
Convenience Notice to Rigging International and authorizes staff to 
readvertise for bids. 



) 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of August 27 ^ 1996. 



Secretary 



I:\wp51\agd-2610.cj 



PORT OF SAN FRANCISCO 



TO: 



MEMORANDUM 

August 27, 1996 

MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 




Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



FROM: Dennis P. Bouey 
Executive Director 



SUBJECT: Amending Port Resolution No. 95-7 to authorize the management of 
any additional grant funds from the State of California, Department of 
Boating and Waterways (Cal Boating) for the Pier 52 Public Boat 
Launch Project 

DIRECTOR'S RECOMMENDATION: APPROVE AMENDMENT 

The Port Commission previously accepted responsibility from the Recreation and 
Parks Department for managing a grant ($295,000) from the Departro.ent of Boating 
and Waterways for the repair of the existing public boat launch at Pier 52 
(Resolution No. 95-7). A copy of Resolution 95-7 is attached hereto. The grant 
assumed that parking for the new facility could be provided along Terry Francois 
Blvd. The assumption about on-street parking for the new facility may no longer 
be prudent. 

In the last meeting. Port staff briefed the Commission on the on-going design 
development of Pier 52. The current design envisions a small parking lot on the 
west side of Terry Francois Blvd. immediately adjacent to the project. The lot 
would provide 20 vehicle and trailer spaces and an area for a boat wash. The 
design team has estimated the cost of the improvements at $198,000. Staff believes 
that the importance of providing parking for the boating community is prudent. 



THIS ITEM COVERS CALENDAR ITEM NO. 7A 



^ Page 2 



A grant application was submitted by Port staff for the proposed parking lot for Cal 
Boating FY 97-98 grant cycle, which was due June 1, 1996. Cal Boating staff 
accepted the grant application under the Board of Supervisors original authorization 
for a $500,000 grant application (FY 93-94). Cal Boating staff has requested that 
the Commission amend its original resolution to allow acceptance of any future 
additional grant resources for the project. 



Prepared by: Sharon Lee Polledri 

Director, Planning & Development 



) 



) 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-87 



WHEREAS, 



the Port Commission previously adopted Resolution 95-7 concerning 
the management of grants funds from the State of California, 
Department of Boating and Waterway (Cal Boating) ; and 



WHEREAS, 



Resolution 95-7 specified a grant amount from Cal Boating of 
$295,000; and. 



WHEREAS, 



the Port has applied for $198,000 grant from Cal Boating in its FY 
1997-98 grant cycle; therefore be it 



RESOLVED, 



that the Port Commission hereby amends Resolution 95-7 to accept 
responsibility for managing any new Cal Boating funds that may be 
awarded for the Pier 52 project. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of August 27, 1996. 



Secretary 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 95-7 



WHEREAS, the San Francisco Recreation and Park Department (Rec and Park) secured 
a grant of $295,000 from Cal Boating for improvements at Pier 52; and 

WHEREAS, Rec and Park wishes to turn those funds over to the Port for exaution; 
and 

WHEREAS, the Port must formally; accept the responsibility for managing this grant; 
and 

WHEREAS, the grant is to be used for the repair and enhancement or replacement of 
an existing public boat launch and float, the construction of a gangway 
and miscellaneous landscaping improvements at Pier 52; and 

WHEREAS, the Port wishes to make further improvements in this area by constiiicting 
a new cafe and bait shop and has allocated an additional $1,400,000 from 
the Pon's 1994 Bond Refinancing Funds for this work; and 

WHEREAS, the funds must be substantially spent by June 30, 1996; and 

WHEREAS, the Port does not currently have sufficient staff resources to perform the 
in-house design for these .improvements; therefore be it . 

RESOLVED, that the Commission hereby accepts responsibility for management of the 
grant from Cal Boating; and be it further 

RESOLVED, that the Commission hereby authorizes staff to issue a Request for 
Proposals for architectural and engineering services for a public boat 
ramp, bait shop and cafe, and open space at Pier 52. 



/ hereby certify that the foregoing resolution was adopted by the Fort Commission at 
its meeting of January 24y 1995. 



Secretary 



agd-PRS2.cj 



PORT OF SAN FRANCISCO 




TO: 



MEMORANDUM 

August 21, 1996 

MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. James Herman 
Hon. Preston Cook 
Hon. Denise McCarthy 



Ferry Bufldnc 

San Frarcisrc- CA 94111 

Telephone -"£ 27-i 0400 

Telex 2759^: =^Sf UR 

Fax415 27-::ig= 

Cable SFPCi=TCOMM 

Wrrter 



FROM: 



Dermis P. Bouey, Executive Director 



# 



SUBJECT: Approving a Declaration of Emergency for contracted assistance to 
repair sewer piping under the Ferry Building 

DIRECTOR'S RECOMMENDATION: APPROVE THE DECLARATION 

OF AN EMERGENCY TO ALLOW CONTRACTORS TO REPAIR DASLAGED 
SEWER PIPING UNDER THE FERRY BUILDING. 



A recent inspection of the sewer piping below the Ferry Building revealed several 
areas of damage due to corrosion, floating debris, and internal blockages. These 
conditions pose a health hazard and the repair work must be done as soon as 
possible to comply with environmental regulations. The magnitude of the scope of 
the repairs is beyond Port maintenance staff resources and can only be 
accomplished in the necessary time frame with two or three emergency contracts 
for construction. Funds for these emergency contracts, estimated to cost 
approximately $150,000.00, are available in the Port's Operating Budget. 



Prepared by: Cliff Jarrard 

Chief Harbor Engineer 



THIS PRINT COVERS CALENDAR ITEM NO. 9A 



I:\wp51\agd-1 112.SZ 



) 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96- 88 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



) 



RESOLVED, 



RESOLVED, 



a recent inspection of the sewer piping below the Ferry 
Building revealed several areas of damage from corrosion, 
floating debris, and internal blockages, and 

these conditions pose a health hazard and the work must be 
done as soon as possible, and 

the magnitude of the scope of repairs is beyond Port 
maintenance staff resources and can only be accomplished in 
the necessary time frame with two or three emergency 
contracts for construction, and 

funds for these emergency contracts, estimated to cost 
approximately $150,000.00, are available in the Port's 
Operating Budget, therefore be it 

that the San Francisco Port Commission hereby ratify the 
action of the President of the Commission contained in the 
letter to the Controller dated July 30, 1996; and be it furtlier 

that the San Francisco Port Commission hereby authorizes 
staff to issue emergency contracts for construction and repair 
of the sewer piping below the Ferry Building, authorizes a 
10% contingency for possible construction contract 
modifications, and farther authorizes the Executive Director to 
accept the work upon final completion of the construction 
contracts. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission 
at its meeting of August 27, 1996. 



) 



Secretary 



I:\wp51\agd-1112.sz 



PORT OF SAN FRANCISCO 




MEMORANDUM 



August 27, 1996 



Ferry BuacSr^ 

San Francisco. CA 94111 

Teieptxx".e 415 274 0400 

Telex 275940 ?SF UR 

Fax415 274C=23 

Cable SFPOnTCOMM 

Wrrter 



TO: 



MEMBERS, PORT COMMISSION 

Commissioner Michael Hardeman, President 
Commissioner Frankie G. Lee, Vice President 
Commissioner Preston Cook 
Commissioner James Herman 
Commissioner Denise McCarthy 



FROM: DennisP. Bouey lA^ 

Executive Director IPr"^ 



SUBJECT: Approval of travel to the International Marine Transit Associations 2 1 st Annual 
Conference in Vancouver, British Columbia, in accordance with Port's Fiscal 
year 1996-97 budget. 

DIRECTOR'S RECOMMENDATION: APPROVE THE TRAVEL AS BUDGETED 

Each year, the International Marine Transit Association (IMTA) sponsors its annual conference 
on recent trends and future developments in the marine transit industry. This year's conference 
is being hosted by BC Ferries in Vancouver British Columbia. 

A member of the Port's Planning and Development Division has been asked to participate on a 
panel discussing "High Density Urban Area Ferry Systems". While at the conference, the Port 
representative will also have an opportunity to attend other presentations on marine safet)% 
enhancing revenues of public ferry services and trends in new ship construction. In addition, 
the Port representative will tour BC Ferries terminals and examine the landing facilities at 
various locations. This information is of interest to the Port in the future placement of ferry 
landing facilities along the waterfront. 



THIS PRINT COVERS CALENDAR ITEM NO. 9B 



PAGE 2 



We have budgeted the following amounts for our current fiscal year budget to cover this activity: 



Airfare: 


$275^00 


Hotel 


$640.00 


Meals 


$144.00 


Conference Registration 


$272.50 


Transportation 


$120.00 



TOTAL $1,451.00 



Item Prepared by: Sharon Lee Polledri 

Director, Planning and Development 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-89 



WHEREAS, 



the Executive Director is requesting authorization for one 
representative to travel to the International Marine Transit 
Association's 21st Annual Conference; and 



WHEREAS. 



the purpose of this trip is to develop additional resources on the 
ferry and excursion industries and attract these businesses to the 
Port; and, 



WHEREAS, 



the cost of this trip has been included in the Port Commission's 
Fiscal Year 1997 - 98 budget; therefore be it 



RESOLVED, 



that the Port Commission hereby approves this travel request. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of August 27, 1996. 



Secretary 



PORT OF SAN FRANCISCO 



TO: 



MEMORANDUM 

August 21, 1996 

MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 




Ferry Building 

San Francisco. QJ- 94111 

Telephone 415 27-i 0400 

Telex 275940 FSF JR 

Fax 415 274 0523 

Cable SFPCRTCCWM 

Writer 



FROM: 



SUBJECT: 




Dennis P. Bouey 
Executive Director 



Approval of travel for one Port representative to attend the 
Breakbulk Transpo '96 in New Orleans, Louisiana, in 
accordance with the Port's Fiscal Year 1996-97 budget 



DIRECTOR'S RECOMMENDATION: APPROVE THE TRAVEL AS 
BUDGETED 



The Port is actively marketing its cargo facilities to breakbulk vessel operators. 
Attendance at the convention will allow the Port to reach key decision makers in 
this market in a timely and cost effective maimer. 

The Executive Director seeks approval of travel for one Port representative to 
represent the Port of San Francisco at the convention. 

This request is in accordance with the Port Commission's Fiscal Year 1996/97 
budget. 



Prepared by: Peter Dailey 

Acting Marketing Manager 



THIS PRINT COVERS CALENDAR ITEM NO. 9C_ 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-90 



WHEREAS, 



the Executive Director is seeking authorization for one Port 
representative to attend the Breakbulk Transpo '96 in New 
Orleans, Louisiana on September 28 through October 1, 1996; 
and 



WHEREAS, 



attendance at the convention will allow the Port to reach key 
decision makers in this market in a timely and cost effective 
manner; and 



WHEREAS, 



this request is in accordance with the Port Commission's Fiscal 
Year 1996/97 budget; now, therefore, be it 



RESOLVED, 



that the Port Commission hereby approves this travel request. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission 
at its meeting of August 27, 1996. 



Secretary 



SF 

n^jr CITY & COUNTY OFJS AN FRANCISCO 

^ PORT COMMISSION documents dept. 

MINUTES OF THE MEETING ^^'^ ^^ ^996 

Qjml^L ^ vAUGUST 27, 1996J SAN FRANCISCO 

/^ '^^ ■ . PUBLIC LIBRARY 

1. ROLL CALL 

The meeting was called to order by Commission President Michael Hardeman at 4:05 
p.m. The following Commissioners were present: Michael Hardeman, Frankie Lee, 
Preston Cook, James Herman and Denise McCarthy. 

2. APPROVAL OF MINUTES - August 13, 1996 

ACTION: Commissioner Cook moved approval; Commissioner Lee seconded the 

motion. All of the Commissioners were in favor; the minutes of the meeting 
were adopted. 

At 4: 10 p.m. , the Commission Secretary aimounced that the Commission will withdraw to 
executive session to discuss the following matters: 

:^ • . ^ . ' ^ 

A. PUBLIC EMPLOYEE APPOINTMENT 

1) Confirmation of Appointment of Director of Tenant & Maritime Services 

B. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - TTilv xexsinn v! r.Ins:P.d 
to any non-City/Po rt re presentative. * 

1) Property: Port property located at Berry Street and Second Street (China Basin). 
Person Negotiating: Port representative: Dennis P. Bouey, Executive Director 
*San Francisco Giants Representative: Larry Baer, Vice President 

Under Negotiation: Price Terms of Payment / Both 

At 4:55 p.m., Commissioners Hardeman, Lee, Cook, Herman and McCarthy 
returned from executive session and convened in public session. 

ACTION: Commissioner Lee moved approval to not disclose any information 

discussed in the executive session; Conmiissioner McCarthy seconded 
the motion. All of the Commissioners were in favor. 

3. EXECUTIVE 

A. Executive Director's Report: Mr. Bouey reported the following: 

At the last meeting, he indicated that staff was in the process of setting up the 

M082796.igq . -1- 



advisory committee for the Hyde Street Harbor project. Its first meeting was held last 
Monday and another meeting is scheduled for September 9. The tone of the 
committee is one of enthusiasm and we are approaching the problem it its entirety. 
The National Park Service, Clean Water Program as well as Tenant Associations and 
the fishermen and the surroundmg clubs are a part of the committee. 

4. LEGISLATIVE 

5. TENANT & MARITIME SERVICES 

A. Approval of 1ea?se with the San Franci.sco Unified S chool District for Transit Shed A 
at Pier 80 and for 501 Cesar Chavez Boulevard. (Resolution N o . 96 - 8 2) 

Mr. Bouey stated that on a holdover basis, the School District currently occupies 
about 50,000 sq. ft. at Shed D and 14,000 sq.ft. of office space in the Administration 
Building at 501 Cesar Chavez Blvd. The tenant also occupies 11,050 sq. ft. of shed 
spacing at Shed A and an additional 2,110 sq.ft. of office space in the Administration 
Bldg. on leases that are respectively due to terminate on February 1, 1996 and March 
1, 1996. Staff and tenant have agreed that the tenant will relocate all of its 
warehousing from Transit Shed D to Transit Shed A. This proposed lease will not 
prevent the immediate or future use of Pier 80 for container cargo handling or other 
maritime purposes. The combined premise is described as 66,500 sq. ft. in Transit 
Shed A, 16,110 sq. ft. in the Pier 80 Administration Building. The lease term is one 
year, commencing on August 1, 1996. The lease can be terminated upon 30 days 
notice started on August 1, 1997. The rent is $26,291 per calendar month and based 
upon a rental rate of $.27 per square foot for the shed and $.50 per sq. ft. for the 
office space. The new lease does not provide for any rent credits. In addition, the 
tenant will assume responsibility for janitorial service, lighting, maintenance and 
repair of the office space, as well as surrounding landscaping. 

Commissioner Herman commented that he supports this lease based on the fact that it is 
a one year lease and the Port is protected by the 30-day cancellation clause. He added 
that this is an example of a permissible lease, wherein there is no major capital 
investment that would damage the lessee. He hopes that this serves as an example when 
leases are called for they are under these kinds of arrangements that don't inhibit the 
possibility of maritime cargo. 

ACTION: Commissioner Cook moved approval; Commissioner Lee seconded the 
motion. All of the Commissioners were in favor; the resolution was 
adopted. 

B. Approval of lea se with the Crab B oat Owners Association on Jones Street near Pier 
47 in Fisherman's Wharf. (Pesolution No. 96-83) 

Mr. Bouey stated that the Crab Boat Owners Association has occupied 2,717 sq. ft. of 
space adjacent to Pier 47 at Fisherman's Wharf for 18 years on a month to month basis. 
Their current rent is $.20 per sq.ft. It's been the long standing belief of this 

M082796.igq -2- 



administration that the fishing industry is the heart of Fisherman's Wharf. Its vitality is 
essential for the contmued economic health for the other businesses located at 
Fisherman's Wharf. As the Commission is aware, meetings were held with the fishing 
industry to find out what they need to survive. Staff initiated a dialogue with 
representatives of the fishing industry and foimd out they needed subsidized ice, lower . 
fuel costs, ability to get fiiel on the weekends and dredging around the fiiel dock. This 
lease is essentially the same as the license except the rent is cut in half from $.20 to $.10 
per sq.ft. The Crab Owners Association has graciously agreed to make available the 
meeting hall space for meetings of any other fishing association subject to reasonable 
notice and insurance requirements. Staff has also agreed to a modified indemnity 
clause. This is a signal to the fishing industry that we view them as an integral part of 
the Port of San Francisco and we view it as a partnership. 

Commissioner Cook inquired if other people in the immediate neighborhood may use 
the facility. Mr. Bouey rephed that since we have other facilities to rent, this use is 
limited to the fishing industry. However, if the Commission desires, some kind of 
geographic boundary can be arranged by which other nonprofit organization can use this 
facility. An amendment will be brought back to the Commission for its approval. 
Commissioner Hardeman indicated that this is a good deal for both parties. 

Mr. Miller from the Crab Boat Association stated that he and his group do not see any 
problem with sharing the facility with other nonprofit groups. He also commented that 
he appreciates the relationship between the fishing industry and the Port. He 
commended Mr. Bouey and Mr. Kirk Bennett for all their work and effort in bringing 
the relationship closer. 

ACTION: Commissioner Lee moved approval; Commissioner McCarthy seconded 
the motion. All of the Commissioners were in favor; the resolution was 
adopted. 

C. Approval nf a month-tn-month lease with Clarence Washington for a shoe shine stand 
at the Ferry Building (Resolu tion No. 96-84) 

Mr. Bouey stated that Mr. Smith operated the shoeshine stand at the Ferry Building 
from January 31, 1989 through June 30, 1996. Mr. Washington who operated the shoe 
shine stand before Mr. Smith desires to continue this operation at the Ferry Building. 
Staff believes that the bidding of this retail opportunity at this time is impractical 
because of the planned construction projects. Additionally, the Port is proceeding with 
plans to renovate the Ferry Building. Accordingly, a month-to-month lease has been 
negotiated with Mr. Washington for two spaces at a base rent of $ 1 00 per month vs. 
10% percentage rent. Staff believes that it is in the Port's best interest to have a shoe 
shine stand at the Ferry Building. 

Commissioner Herman inquired if Mr. Washington can move over to the north side of 
the building. Mr. Bouey replied that staff will be willing to find another site. This is a 
month-to-month lease. Mr. Washington can come back at any time he feels this space is 
not serving him well. Mr. Bouey added that he will have to consult with Property 

M082796.igq -3-. 



Management to find a specific site for Mr. Washington's operation. 

ACTION: Commissioner Herman moved approval; Commissioner Lee seconded 
the motion. All of the Commissioners were in favor; the resolution was 
adopted. 

6. FACILITIES & OPERATIONS 

A. Anthori7atinn tn award C ontract No. 2620, "1996/1997 Dredg in g" to Dutra 
Cnnstmctinn (Resolution No. 96-85) 

Mr. Bouey stated that the Commission authorized bids for this contract approximately 
two months ago. One bid was received. This contract includes the required 
maintenance dredging at a number of specified Port facilities to accommodate current 
shipping needs and the flexibility to specify different sites for dredging if required. The 
budget for this contract is $400,000. However, a portion of the funds is not yet 
appropriated. Due to a limitation of funds appropriated at the time of award, the initial 
quantity awarded for will be $235,000. It is the Port's mtention to raise the additional 
monies out of the surplus funds from last year when those additional funds become 
available through the ongoing supplemental process. The contract will then be amended 
to be increased by $170,000 as a Type I modification. The scope of this contract 
provides for between 100,000-1 10,000 cu. yards to be dredged. 

Commissioner Cook asked for an explanation of the Port's priorities in dredging. Mr. 
Bouey replied that the initial dredging will be performed at Pier 27 because the service 
provider has indicated that they will be adding an additional service with a ship that has . 
a deeper draft. Staff is also looking at Pier 94/96 to ensure that adequate draft for our 
cargo ships is maintained. Pier 35, is also a high priority. Commissioner Herman 
inquired about Pier 80. Mr. Bouey replied that this will be done some time in the 
future. If there is any indication of a possible impending operation at Pier 80, 
maintenance dredging can commence at the same time to ensure that it becomes 
available. Commissioner Herman added that in waiting too long, the cost becomes 
astronomical. Mr. Bouey responded that it would still be maintenance dredging. If it is 
dredged now, there is no revenue to offset the cost. Commissioner Herman requested 
that a report be sent to the Commission as to what the depth is on all those piers 
designated for cargo services. Mr. Cliff Jarrard, Chief Harbor Engineer, responded that 
a report will be provided to the Commission. 

Commissioner McCarthy inquired if HRC preference applies on this contract. Mr. 
Jarrard replied that in this instance, HRC subcontracting does not apply because this is a 
vertically integrated operation, wherein a single contractor does all the work. 

Commissioner Cook was concerned about the cost and the amount of dred^in^ materials 
that have to be moved at Pier 27. He supports this resolution for dredging to honor the 
Port's lease so they have the ability to use that facility for maritime. However, the small 
amount of dredging needed at Pier 94/96 makes more sense to steer that particular 
tenant to that direction. He reminded staff that it would be more cost effective and 



M082796.igq 



environmentally sound to discuss with the Pier 27 tenant the possibility of movmg to 
Pier 94/96. Mr. Bouey stated that staff has engaged in conversations with the Pier 27 
tenant. There is concern that the operator that handles the newsprint would like to move 
this newsprint operation elsewhere. 

Commissioner Herman objected to any proposition that suggests a tenant that is 
performing cargo services would not be interested in a dredging arrangement. If it takes 
dredging to preserve them on a priority basis for cargo, it is an obligation of the Port. 
Staff should not do anything that would discourage those aspirations from people 
presently occupying the facility or prospective cargo tenants. 

Commissioner Cook commented that he would rather work out something with the 
tenant at the newspaper terminal instead of dredging as an enticement for them to move 
to a facility that would accommodate them at a lesser cost to the Port and give them a 
reduction in what we are spending for dredging for a ship that comes in once a month. 
He's looking at efficiency and environmental concems. He's not looking at moving a 
maritime tenant out. The Port needs to consolidate and watch its budget. A continual 
discussion with the tenant is necessary to try to minimize these costs. 

Commissioner Herman commented that he too is in favor of minimizing costs in all 
areas that the Port can. If you take a look at the waterfront and see how few cargo piers 
there are, however, he is not in favor of hinting to anyone that they ought to move so the 
Port can save money on dredging or that there is an environmental problem. We should 
do everything to preserve any facility that is in cargo services and do nothing to 
approach any customer and urge that customer to move so that the Port can enjoy some 
saving in a natural deep harbor channel that needs maintenance dredging. Dredging is 
basic to a maritime facility that handles ships with cargo as well as for other reasons. 

ACTION: Commissioner Lee moved approval; Commissioner Herman seconded 
the motion. All of the Commissioners were in favor; the resolution was 
adopted. 

B. Authorization to rescind award of Contr act No. 2610, "Pier 68 Shipyard Cranes 
Improvements" and to re advertise fo r bids. (^Resolution No. Q6-R6) 

Mr. Bouey stated that the Commission approved Contract 2610 to Rigging 
International. The work contemplated for that contract was primarily for Cranes 30 and 
32 located at Pier 70. However, before the contract was executed by the City, the Port 
determuied that it was preferable to focus on renovation work for Cranes 33 and 34, 
which serve Drydock #2. In an attempt to meet the concems and the goals of San 
Francisco Drydock, Port staff sat down with Rigging Intemational and attempted to 
work out a new scheme and payment. In the interim, Mr. Bouey received a call from a 
couple of Commissioners who indicated that they were concerned that the scope of the 
work and cost had changed dramatically. For that reason at the previous meeting, he 
asked this item be continued; examined it in greater depth and detail and came to a 
conclusion that the Commissioners were right. As such, he is asking the Commission to 
rescind the authorization to award and authorize staff to rebid. Included in the 



M082796.igq -5- 



resolution is that if an action should be taken and Rigging International argued 
otherwise, to preclude additional Port liability, staff also requests a termination for 
convenience. 

Mr. Victor Rollandi from Rigging Intemational indicated that he is thoroughly familiar 
with this project. Regarding the issue of whether or not there is an executed contract, 
their counsel's advice was the Controller's certification is not required for validation of 
this contract. His company has enjoyed an excellent, untarnished working relationship 
with the Port nearly thirty years, encompassing a full range of crane service and support. 
The termination for a convenience clause applies to unfair and arbitrary conduct by the 
Port. The Port made a bid in good faith and they have worked with the Port in good 
faith to modify the scope of the work. The Port's contention that there was an apparent 
misunderstanding over the priority of repairing various cranes is hard for them to accept 
because SF Dry dock has been involved in each phase of the work. The work priorities 
were clear in the bid specifications - Cranes 30 and 32. The Port's position was also 
undercut by the Port's August 21 memo which contrary to any misunderstanding refers 
to the Port and SF Dry dock jointly determining that it was preferable to focus on cranes 
33 and 34. Furthermore, in Mr. Bouey's letter of today to Congressman Dellimis is 
correct which states ..."the Port learned of this situation within days of the award." The 
award was rriade May 28. The contract was dated June 12. In short, he beUeves that to 
follow staffs recommendation would be less in good faith. They have carefiilly 
investigated the facts that have led to the present situation. They met with staff and 
disclosed sensitive information. The right to terminate for convenience cannot be 
absolute. It has to be based on fairness and equity. He pointed out that the Port knew 
all the relative facts before awarding the contract to them. Their performance, integrity, 
HRC compliance, as a matter of record, served the Port well and it is a testament of 
their good faith. He asked that the Commission table this motion so it can conduct its 
own inquiry so it can make its own vote. This is an honorable course for good 
government to pursue. He hopes that the Commission gives its due consideration. 

Mr. Bouey commented that the Port has enjoyed a wonderful relationship with Rigging 
Intemational. The Port understands their concern and their feelings about what has 
happened today. Notwithstanding that , staff is hopeful that this does not irreparably 
harm our relationship. It is the Port's intention to continue to deal with Rigging 
Intemational in good faith. 

• 

ACTION: Commissioner Lee moved approval; Commissioner McCarthy seconded 
the motion. All of the Commissioners were in favor; the resolution was 
adopted. 

7. PLANNING & DEVELOPMENT 

A. Amending Resolution No. 95-7 to authorize the management of any additional grant 
fund s from the State of California, Departm ent of Boati ng and Wat erways ( Cal 
Boating) f or the Pier 52 Public Boat Launch project. ( Resolution No. Q6-87) 

Mr. Bouey stated that the Port previously accepted a $295,000 grant from the 

M082796.igq -6- 



Department of Boating and Waterways for the repair of a public boat launch at Pier 52. 
The current design envisions a small parking lot on the westside of Terry Francois Blvd. 
The lot would provide approximately 20 vehicle and trailer spaces and an area for a boat 
wash. The design team estimates the cost of the improvements at $198,000. Staff has 
submitted another application for a grant to pay for the parking lot. Cal Boating staff, in 
turn, has requested that the Commission amend its original resolution to allow the 
acceptance of any fiiture grant resources for the project. 

ACTION: Commissioner Lee moved approval; Commissioner McCarthy seconded 
the motion. All of the Commissioners were in favor; the resolution was 
adopted. 

8. ADMINISTRATION 

9. CONSENT CALENDAR 

A. Approvin g a declaration of an emer gency for sewer repair work at the Ferry 
Buildin g. (Resolution No. 96-88) 

. B. Ap proval of travel to The Tntemational Marine Transit Association's 21<;t Arrnnal 
Conference in Vancou ver, British Colum bia, in acco rdance w ith the Port's Fiscal 
Year 1996-97 budget. ( Resolution No. 96-89) 

C. Approval of travel for one Port representative to attend the B reakbulk Tran'^po '96 in 
New Orleans, Tx)uisiana, in accordance w ith the Port's Fisca l Year 199 6-97 budget. 
(Resolution No. 96-90) 

ACTION: Commissioner Cook moved approval; Commissioner Lee seconded the 
motion. All of the Commissioners were m favor; items on the consent 
calendar were adopted. 

The meeting was adjourned at 5:40 p.m. 



M082796.igq 



;SAN FRANCISCO 
I PORT COMMISSION 

REGULAR MEETING ^ — 

r 4:00 P.M., TUESDAY .^SEPTEMBER 10, 1996 
' FERRY BUILDING, SUITE 3100 

j/T SAN FRANCISCO, CALIFORNIA 




DOCUMENTS DEP^- 

SEP 5 1996 

SAN FRANCISCO 
PUBLIC LIBRARY 



AGENDA 

^h^\. ROLL CALL 

2. APPROVAL OF MINUTES - August 27, 1996 

3. EXECUTFVE 

A. Executive Director's Report 

4. LEGISLATIVE 

5. TENANT & MARITIME SERVICES 

" A. Approval of percentage rental adjustment for Alioto's #8 and Alioto Expo Restaurants 

at Fisherman's Wharf. (Resolution No. 96-69) 

B. Approval for the Executive Director to enter into an Entry Permit with Kajima 
International for Environmental and Engineering Investigations and Amendment of 
the Indemnity Agreement with China Basin Ballpark Company ("Giants"). 
Resolution No. 96-91) 

C. Consent to License Agreement between the San Francisco Redevelopment Agency and 
Oriental Warehouse Associates for installation of a forced main sewer line located 
under Delancey Street, between Brannan Street and the Embarcadero. (Resolution 
No. 96-92) 

6. FACILITIES & OPERATIONS 

A. Authorization to award Contract No. 2616, "Pier 35, Escalator/Elevator 
Design/Build," to CICO-R&W, a Joint Venture. (Resolution No. 96-93) 

B. Approval to authorize the execution of Phase 4 of the Professional Services Contract 
No. SA 3920019, "Asbestos Abatement Oversight and Consultation Services," with 

^ Galson Corporation at Pier 48. (Resolution No. 96-94) 

7. PLANNING & DEVELOPMENT 



A091096.igq 



-1- 



I 



8. ADMINISTRATION 

9. CONSENT CALENDAR 

10. NEW BUSINESS / PUBLIC COMMENT 

11. EXECUTIVE SESSION 

A. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - Thh session is 
rlnspA tn any nnn-Citv/Port representative. * 

1) Property: Port property located at Berry Street and Second Street (China Basin). 
Person Negotiating: Port representative: Dennis P. Bouey, Executive Director 
*San Francisco Giants Representative: Larry Baer, Vice President 

Under Negotiation: Price Terms of Payment */L Both 

An executive session has been calendared to discuss real property negotiations 
between the Port and San Francisco Giants, regarding the proposed ballpark. 
This is specifically authorized under California Government Code Section 
54956.8. 

B. Vote in open session on whether to disclose Executive Session discussions (S.F. 
Admin. Code Sec. 67.14) 

12. ADJOURNMENT 

Public comment is permitted on any matter within Port jurisdiction, and is not limited to agenda 
items. Public comment on non-agenda items may be raised during New Business/Public 
Comment. Ple ase fill out a speaker card and hand it to the Commission Secxetary . 



A091096.igq 



I 



PORT OF SAN FRANCISCO 




MEMORANDUM 



September 5, 1996 



Ferry Building 

San Francisco, CA 94111 

Telephone 41 5 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



TO: 



MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



DOCUMENTS DEP*^, 

SEP 5 1996 

SAN FRANCISCO 
PUBLIC LIBRARY 



FROM: Dennis P. Bouey 

Executive Director 




I 



SUBJECT: Approval of percentage rental adjustments for Alioto's #8 and Alioto's 
Exposition restaurants at Fisherman's Wharf 

DIRECTOR'S RECOMMENDATION: APPROVE PERCENTAGE RENTAL 
ADJUSTMENTS AND TERMS SET FORTH HEREIN 

In 1970, the Port entered into a group of long term (66 year) restaurant leases at 
Fisherman's Wharf. The leases were dated as of May 1, 1970. Two of the leases are the 
subject of this Memorandum: Alioto's #8 (Port Lease No. L-7491, with Alioto Fish Co., 
Ltd., as tenant), and Alioto's Exposition (originally Exposition Fish Grotto, as tenant, 
assigned to Alioto Fish Co., Ltd., Port Lease No. L-7495). 

All of the original restaurant leases set forth the following categories and amounts for 
percentage rent: 



Alcoholic beverages and 
all other items sold 
through the bar 

Food 



6.5% 
5.0% 



All other Uses 



6.5% 



THIS PRINT COVERS CALENDAR ITEM NO. 5A 



► 



Agenda Item No. 5 A 
Septembers, 1996 
Page 2 



Under the terms of the leases, the rates of percentage rent are subject to review and 
adjustment every 25 years if the percentage rents for like uses in San Francisco in the vicinity 
of the leased premises have increased or decreased as of the adjustment date. If the Port and 
the tenant are unable to agree on the applicable adjustment, than the Port determines the 
adjustment, and the tenant has the right to terminate the lease without liability for future rent. 

The first such 25 year adjustment was to take place on May 1, 1995 (the "Effective 
Date"). The Port and the tenants entered into agreements to extend the time for setting the 
adjustment, with the final rental adjustment retroactive to the Effective Date, to allow the Port 
and the tenants to attempt to reach agreement on the amount of the adjustment. 

On February 27, 1996, and April 9, 1996, the Port Commission approved agreements 
between the Port and all of the Fisherman's Wharf tenants whose leases were subject to 
adjustment during 1995, except for the two leases which are the subject of this memorandum. 
The primary issue of disagreement between the Port and Alioto Fish Co., Ltd. concerned the 
percentage rental rate which should be applicable to a small parking lot operated on part of the 
Alioto 's Exposition leased premises. 

In 1974, the Alioto 's Exposition lease was amended to add a small parcel of land which 
is used by the tenant for a parking lot, which is operated in conjunction with another small 
parcel of Port property under a separate month-to-month license (Port License No. 9545, dated 
May, 1977). When this property was added to the Alioto 's Exposition lease, no separate 
category was created under the lease for the payment of percentage rent for the parking use. 
Therefore, for many years the tenants have paid only 6.5% of gross sales for the parking use. 

The Port generally obtains percentage rental rates of 66% (after deducting parking 
taxes actually paid) for parking lots, although the lots on Port property at Fisherman's Wharf 
(and other lots in the vicinity of Fisherman's Wharf) are much larger than the lot operated by 
Alioto Fish Co., Ltd. 

After long negotiations. Port staff and Alioto Fish Co., Ltd. have agreed, subject to the 
approval of the Port Commission, to the following: 

1. The categories and rates of percentage rent under the Alioto's #8 lease will be 
as follows: 

Food 6.5% of gross sales 



► 



Agenda Item No. 5 A 
Septembers, 1996 
Page 3 



Alcoholic beverages and 

all other items sold through 

the bar 6.5% of gross sales 

All Other Items 8.5% of gross sales 

2. The categories and rates of percentage rent under the Alioto's Exposition lease 
will be as follows: 

Food 6.5% of gross sales 

Alcoholic beverages and 

all other items sold through 

the bar 6.5% of gross sales 

Parking 30% of gross sales after deducting 

parking taxes actually paid 

All Other Items 8.5% of gross sales 

3. The rent owing under Port License No. 9545 (the "License") shall be 30% of 
gross sales after deducting any parking taxes actually paid. 

4. In the event that the Port terminates the License, then the tenant of the Alioto's 
Exposition lease (the "Tenant") will have the right, by sending a written demand to the Port 
within 30 days after the License is terminated, to obtain a redetermination of the rate of 
percentage rent owing for the remaining parking use. Upon such redetermination, the rate of 
percentage rent for parking shall be the rate of percentage rent for like uses in San Francisco 
in the vicinity of the leased premises. Thereafter, Port staff and Tenant shall attempt to reach 
agreement on the applicable rate of percentage rent for the parking use. In the event that Port 
staff and Tenant are unable to reach agreement as to the proper rate of percentage rent for the 
parking use, Port staff will make its recommendation to the Port Commission, and the rate 
shall be finally determined by the Port Commission at a meeting at which Tenant may be 
heard. Tenant shall have the right to terminate the Alioto's Exposition lease within six 

(6) months after the final setting of percentage rent by the Port Commission. In no event shall 
the rate of percentage rent upon such redetermination exceed 25 % of gross sales after 
deducting any parking taxes actually paid. 

5. The percentage rent adjustments are to be retroactive to the Effective Date, except 
that the Tenant will be required to pay only 50% of the retroactive rent applicable to the 



Agenda Item No. 5 A 
Septembers, 1996 
Page 4 



parking use (and 100% of the retroactive rent applicable to all other uses under the leases), 
plus $5,000. 

Port Staff recommends that the Port Commission approve the accompanying Resolution 
No. 96-69. 

Prepared by: Lewis Wiseman, Director, Tenant and Maritime Services 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-69 

WHEREAS, Section B 3.581 of the City Charter empowers the Port Commission with the 
power and duty to use, conduct, operate, maintain, manage, regulate and 
control the Port area of San Francisco; and 

WHEREAS, under Section B 3.581 of the City Charter, leases granted to made by the Port 
Commission shall be administered exclusively by the operating forces to the 
Port Commission; 

WHEREAS, Port Lease Nos. L-7491 and L-7495, with Alioto Fish Co. Ltd. as tenant 
("Subject Leases") provide for adjustment in the percentage rents based on 
the determination that percentage rents for like uses in San Francisco in the 
vicinity of the leased premises have increased or decreased as of the date of 
the determination; and 

WHEREAS, Port License No. 9545 (the "License") is month-to-month; now therefore, 
be it 



RESOLVED, 



RESOLVED, 



that the San Francisco Port Commission determines that the rates of 
percentage rent for the uses of the Subject Leases in the vicinity of the 
Subject Leases have increased; and be it further 

The categories and rates of percentage rent under Port Lease No. L-7491 
(Alioto 's #8) win be as follows: 



Food 



6.5% of gross sales 



Alcoholic beverages and 
all other items sold through 
the bar 

All Other Items 

and be it further 



6.5% of gross sales 
8.5% of gross sales, 



RESOLVED, 



The categories and rates of percentage rent under Port Lease No. L. 7495 
("Alioto's Exposition") will be as follows: 



Food 



6.5% of gross sales 



► 



Resolution No. 96-69 
Page 2 



RESOLVED, 



RESOLVED, 



I 



RESOLVED, 



Alcoholic beverages and 
all other items sold through 
the bar 

Parking 



All Other Items 
and be it further 



6.5% of gross sales 

30% of gross sales after deducting 
parking taxes actually paid 

8.5% of gross sales; 



The rent owing under the License shall be 30% of gross sales after deducting 
any parking taxes actually paid; and be it further 

In the event that the Port terminates the License, then the tenant of the 
Alioto's Exposition lease (the "Tenant") will have the right, by sending a 
written demand to the Port within 30 days after the License is terminated, to 
obtain a redetermination of the rate of percentage rent owing for the 
remaining parking use. Upon such redetermination, the rate of percentage 
rent for parking shall be the rate of percentage rent for like uses in 
San Francisco in the vicinity of the leased premises. Thereafter, Port staff 
and Tenant shall attempt to reach agreement on the applicable rate of 
percentage rent for the parking use. In the event that Port staff and Tenant 
are unable to reach agreement as to the proper rate of percentage rent for the 
parking use. Port staff will make its recommendation to the Port 
Commission, and the rate shall be finally determined by the Port Commission 
at a meeting at which Tenant may be heard. Tenant shall have the right to 
terminate the Alioto's Exposition lease within six (6) months after the final 
setting of percentage rent by the Port Commission. In no event shall the rate 
of percentage rent upon such redetermination exceed 25 % of gross sales after 
deducting any parking taxes actually paid; and be it further 

The percentage rent adjustments are to be retroactive to May 1, 1995, except 
that Alioto Fish Co., Ltd. will be required to pay only 50% of the retroactive 
rent applicable to the parking use (and 100% of the retroactive rent applicable 
to all other uses under the leases), plus $5,000. 



I 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of September 10, 1996. 



Secretary 



PORT OF SAN FRANCISCO 



TO: 



MEMORANDUM 



September 4, 1996 



MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 




Ferry Building 

San Francisco, CA 94111 

Telephone 41 5 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



FROM: Dennis P. Bouey 

Executive Director 




SUBJECT: Approval for the Executive Director to Enter into an Entry Permit with 

Kajima International for Environmental and Engineering Investigations and 
Amendment of the Indemnity Agreement with China Basin Ballpark 
Company ("Giants"). 



DIRECTOR'S RECOMMENDATION: APPROVE RESOLUTION 



The Giants desire to conduct additional environmental and engineering studies of certain 
Port properties within the area commonly known as Pier 46B/Seawall Lot 336. These 
investigations are intended to assist the Giants in determining the suitability of the 
Property for a ballpark (the "Project") and are a necessary first step to negotiate the lease. 
The Giants have contracted with Kajima International for construction management. 
Kajima will contract for the environmental and engineering investigations. The Port 
desires to provide this permit to Kajima to assist the Giants in investigating the Property. 

This permit does not commit the Port to issuance of any additional permits to allow any 
person to carry out the Project when the investigations are completed. Kajima will 
provide the Port with copies of all boring logs, sample and laboratory test results 
promptly upon receipt and copies of any reports prepared by them or their contractors 
documenting the results of the work conducted pursuant to this permit. 



THIS PRINT COVERS CALENDAR ITEM NO. 5B 



Page 2 



The Port's standard entry permit requires a broad indemnity, including coverage for 
damage to utilities and hazardous material investigations or remediation efforts mandated 
by other governmental agencies regardless of the fault or negligence of the Permittee. In 
this case the Giants and their consultants have requested that the indemnity be limited in 
several respects, largely because the Giants have advised that such insurance is not 
available for such risks. The indemnity in the permits to the consultants will not cover 
damages to utilities and liability for pre-existing toxics due to no fault of the consultants. 
The Giants have agreed to indemnify the Port for these risks with certain limitations. The 
Giants will pay 50% of the fust $100,000.00 and 75% of the next $600,000.00 of such 
costs, whether or not the Giants proceed with the Project. If the Giants decide not to 
proceed with the Project, their liability terminates three years after they notify the Port of 
their decision not to pursue the Project and regardless of the cause of the liabilit}^ This 
indemnity was previously accepted by the Conmiission and the Giants now request it be 
amended to include the Kajima entry permit. 

The Giants have expressed a strong commitment in proceeding with this Project and an 
intent to assume environmental remediation responsibilities with the Project once they 
have entered into a lease with the Port. 



Prepared by: DENNIS P. BOUEY 
Executive Director 



I:\KAJIMA.JR 



> 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO 96-91 



WHEREAS, the Giants desire to conduct additional environmental and engineering 

studies of certain Port properties within the area commonly known as Pier 
46B/Seawall Lot 336. These investigations are intended to assist the Giants 
in determining the suitability of the Property for a ballpark (the "Project"); 
and 



> 



WHEREAS, the Giants have contracted with Kajima International for construction 

management. Kajima will contract for the environmental and engineering 
investigations. The Port desires to provide this permit to the Kajima to 
assist the Giants in investigating the Property; and 

WHEREAS, this permit does not commit the Port to issuance of any additional permits 
to allow any person to carry out the Project when the investigations are 
completed. Kajima will provide the Port with copies of all bormg logs, 
sample and laboratory test results promptly upon receipt and copies of any 
reports prepared by them or their contractors documenting the results of the 
work conducted pursuant to this permit; and 



WHEREAS, 



I 



the Port's standard entry permit requires a broad indemnity, including 
coverage for damage to utilities and hazardous material investigations or 
remediation efforts mandated by other governmental agencies regardless of 
the fault or negligence of the Permittee. In this case the Giants and their 
consultants have requested that the indemnity be limited in several respects, 
largely because the Giants have advised that such insurance is not available 
for such risks. The indemnity in the permits to the consultants will not 
cover damages to utilities and liability for pre-existing toxics due to no 
fault of the consultants. The Giants have agreed to indemnify the Port for 
these risks with certain limitations. The Giants will pay 50% of the first 
$100,000.00 and 75% of the next $600,000.00 of such costs, whether or 
not the Giants proceed with the Project. If the Giants decide not to proceed 
with the Project, their liability terminates three years after they notify the 
Port of their decision not to pursue the Project and regardless of the cause 
of the liability; and 



WHEREAS, this indemnity was previously accepted by the Commission and the Giants 
now request it be amended to mclude the Kajima entry permit; and 



> 



Resolution No. 
Page 2 



96-91 



WHEREAS, if the Giants decide not to proceed with the Project, their liabilit}' 

terminates three years after they notify the Port of their decision not to 
pursue the Project; and 

WHEREAS, the Giants have expressed a strong commitment in proceeding with this 

Project and an intent to assume environmental remediation responsibilities 
once they have entered into a lease with the Port; and 

RESOLVED, that the San Francisco Port Commission hereby approves the enm- permit 
with Kajima International and the First Amendment to the limited 
indemnity agreement with the Giants, substantially in the form amched 
hereto and that the Executive Director is hereby authorized in consultation 
with the City Attorney to execute the agreements and any other necessary 
documents and to take all such actions as necessary to carry out tiie intent 
of the agreements. 



> 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of September 10, 1996. 



) 



PERMIT TO ENTER PROPERTY IN CONNECTION WITH 
ENGINEERING AND ENVIRONMENTAL INVESTIGATIONS 

This permit to Enter and Use Property (the "PerTnit") is 

entered into this day of August, 1996, by and between the 

City and County of San Francisco ("City") , a municipal 
corporation acting through the San Francisco Port Commission 

("Port"), and Kajima International, Inc. ("Kajima") , a 

corporation ("Permittee") . 

This Permit is entered into on the basis of the following 
facts, understandings and intentions of the Parties: 

A. Permittee desires to conduct engineering and 
environmental studies of the seawall and facilities on certain 
Port property within the area commonly known Pier 4 6B/ Seawall 
Lots 335 and 336 (the "Property") in furtherance of determining 
its suitability for a ballpark (the "Project") . 

B. The Port desires to provide this Permit to assist 
Permittee in investigating the Property on behalf of China Basin 
Ballpark Company LLC. The Port has no budgeted funds to assist 
Permittee in performing such investigations or in carrying out 
the Project. 

C. This Permit does not commit the Port to issuance of any 
additional Permits to allow any person to carry out the Project 
when the engineering or environmental investigations are 
completed. 

D. The Port and Permittee wish to set forth their 
understandings as they relate to Permittee ' s use of the Property 
for the engineering and environmental investigations. 

1 



IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES OF THE 
PARTIES. THE CITY, THE PORT AND PERMITTEE HEREBY AGREE AS 
FOLLOWS : 

Section 1. Grant of Use . Port hereby grants to 
Permittee and its contractors and consultants a temporary, non- 
possessory, non-exclusive right to enter upon and use that 
certain real property owned by the Port, said property being more 
particularly shown on Exhibit "A" attached hereto ("Permit 
Area"). Permittee's use of the Permit Area shall be subject to 
the conditions and restrictions set forth in this Permit. 

Section 2. Use of the Permit Area . Permittee shall use the 
Permit Area for the sole purpose of undertaking the engineering 
and environmental investigation activities described in the 
attached Exhibits "B" and "C" (the "Permitted Activities") . Any 
amendments or alterations to the Permitted Activities to be 
performed by the Permittee or its contractors and consultants 
pursuant to this Permit must be approved in writing by Port prior 
to performance of the work. 

Permittee shall provide the Port with copies of all 
boring logs, sample or laboratory test results promptly upon 
receipt and a copy of any reports prepared by Permittee or its 
contractors and consultants documenting the results of the work 
conducted by Permittee pursuant to this Permit. If any 
investigation permitted hereby involves the drilling or 
excavation of holes having a diameter dimension that could create 
a safety hazard for persons, said holes shall, during any 
drilling or excavation operations, be carefully safeguarded and 



shall upon the completion of said drilling or excavation 
operations be refilled (and compacted to the extent necessary) to 
the level of the original surface penetrated by the drilling or 
excavation. Any hole drilled or evacation shall, if not refilled 
and compacted at the end of each day's operations, be carefully 
safeguarded and secured after the completion of each day's work. 
Except for wells needed for subsequent monitoring or wells Port 
requests Permittee to leave in place, Permittee shall abandon any 
wells placed on the Permit Area in accordance with San Francisco 
Department of Public Health protocols. 

Section 3. Conditions Precedent . Permittee's right to use 
the Permit Area is expressly subject to Permittee having provided 
to Port satisfactory .evidence of the insurances required pursuant 
to Section 13 of this Permit and proof that each contractor or 
consultant possesses the necessary licenses and/or certifications 
required by California regulatory agencies. 

Upon issuance of this Permit, Permittee shall. pay Port a fee 
of $25.00 per hole drilled or $50.00 per excavation and 
compensate Port for any additional costs directly associated with 
the issuance of the Permit and oversight of activities related 
thereto, such as overtime costs for Port employees required to 
open facilities after regular business hours. 

Section 4. Term of Permit . The rights granted pursuant to 
this Permit are temporary only and shall commence on September 

, 1996, and shall expire on the sooner of 1996, or 

completion of the tasks described in Exhibits B and C. If 



Permittee fails to materially comply with the terms and 
conditions of this Permit and such failure is not cured by 
Permittee within five (5) days of notice by Port, or in the case 
of a non-compliance which cannot be cured within five (5) days, 
Permittee has not commenced and is not diligently pursuing the 
cure of said non-compliance, this Permit shall terminate and 
Permittee shall forthwith remove all equipment and installations 
from the Permit Area, and shall restore the Permit Area to its 
former condition if the work has a material adverse effect on the 
Permit Area. 

Section 5. No Interference With Use . Permittee shall 
not materially interfere with or obstruct Port's, Port's tenant 
or tenant's invitee's use of the Permit Area, or their conduct of 
normal business operations thereon. Work performed pursuant to 
this Permit must be conducted in or at a reasonable time and 
location acceptable to Port. 

Permittee will take reasonable action to. locate 
utilities that may be located in, on, under or about the Permit 
Area and protect the same from damage. Permittee will 
immediately notify Port of any damage to subsurface utilities. 

Port shall provide Permittee with those records within 
its possession that are reasonably available to it concerning 
utilities located in, on, under or about the Permit Area. Port 
shall also make available to Permittee its records and employees 
to facilitate Permittee's location of utilities. Permittee 
acknowledges that Port does not have complete and accurate 



information concerning the location of utilities and does not 
have the resources to review all of the historical records within 
its possession which may contain information concerning the 
location of utilities. 

Section 6. Compliance With Laws/Hazardous Materials . 
a. Definitions . 

(1) "Environmental Laws" means any federal, 
state or local laws, ordinances, regulations or policies relating 
to Hazardous Material (including, without limitation, their use, 
handling, transportation, production, disposal, discharge or 
storage) or to health and safety, industrial hygiene or 
environmental conditions in, on, under or about the Permit Area, 
including, without limitation, soil, air, bay water and 
groundwater conditions. 

(2) For purpose of this Permit, the term 
"Handle" or "Handling" means to use, generate, process, produce, 
package, treat, store, emit, discharge or dispose. . 

(3) For purpose of this Permit the term 
"Hazardous Material" shall mean any substance or material which 
has been determined by any state, federal, or local government 
authority to be a hazardous or toxic substance or material, 
including without limitation, any hazardous substance as defined 
in Section 101(14) of CERCLA (42 USC Section 9601(14)) or 
Sections 25281(f) or 25316 of the California Health and Safety 
Code, and any hazardous material as defined in Section 25501 (k) 
of the California Health and Safety Code, and any additional 



substances or materials which at such time are classified or 
considered to be hazardous or toxic under any federal, state or 
local law, regulation or other exercise of governmental 
authority. 

(4) For purposes of this Permit, the term 
"Release" shall mean any spilling, leaking, pumping, pouring, 
emitting, emptying, discharging, injecting, escaping, leaching, 
dumping, or disposing into the environment of any Hazardous 
Material (including the abandonment or discarding of barrels, 
containers, and other closed receptacles containing any Hazardous 
Material or pollutant or contaminant) . 

b. Compliance with Laws . All activities 
performed on the Permit Area by Permittee, its officers, agents, 
employees, contractors and subcontractors (collectively, 
"Agents") shall be done in a safe and reasonable manner, in 
accordance with all laws, regulations and orders of any 
governmental or other regulatory entity, and in such manner as 
not to cause or allow any Hazardous Material to contaminate soils 
or groundwater on, under or about the Permit Area. Before 
beginning any work in the Permit Area, Permittee shall obtain any 
and all permits, licenses and approvals of all regulatory 
agencies that are required to commence and complete the Permitted 
Activities. 

c. No Hazardous Materials . Except for Hazardous 
Materials, including groundwater and soil containing Hazardous 
Materials, extracted from the Permit Area by Permittee in 



accordance with the Permitted Activities, and any Hazardous 
Materials reasonably necessary for conducting the Permitted 
Activities under this Permit, Permittee covenants and agrees that 
neither Permittee nor any of its Agents shall handle any 
Hazardous Materials in, on, under or about the Permit Area. All 
Hazardous Materials handled by Permittee on the Permit Area 
during the term of this Permit shall be handled in compliance 
with all Environmental Laws. Permittee shall protect its 
employees and the general public in accordance with all 
Environmental Laws. Port may from time to time request, and 
Permittee shall be obligated to provide, information reasonably 
adequate for Port to determine that any and all Hazardous 
Materials are being handled in a manner which complies with all 
Environmental Laws . 

d. Removal of Hazardous Materials . Prior to the 
termination of this Permit, Permittee, at its sole cost and 
expense, shall cause to be removed any and all Hazardous 
Materials extracted from or introduced in, on, under or about the 
Property by Permittee or its Agents. All costs of storage, 
shipping and disposal of extracted soils and groundwater shall be 
the responsibility of Permittee including, without limitation, 
the costs of . preparation of shipping papers. Permittee will 
appropriately contain and label Hazardous Materials and non- 
hazardous materials and will promptly inform the Port that such 
action has been performed. 



Permittee shall prepare a Hazardous Materials 
manifest utilizing Port's EPA identification number. Port agrees 
to provide an authorized representative to execute any Hazardous 
Materials manifest required by law. Permittee will consult with 
the Port concerning the treatment or disposal of Hazardous 
Materials. At Port's direction. Permittee will contract with 
Port selected transporter and Port selected disposal facilities 
for removal, transport and disposal of all Hazardous Materials 
required to be shipped with a Hazardous Materials manifest. 
Notwithstanding the foregoing. Permittee shall not be an owner, 
operator, generator, arranger, or transporter as defined by the 
federal Comprehensive Environmental Response, Compensation and 
Liability Act of 198 ("CERCLA") , or the Super fund Amendments and 
Reauthorization Act of 1986 ("SARA") , the California Porter- 
Cologne Water Quality Act, or any other applicable law or 
regulation. 

Section 7. No Costs to Port . Permittee shall bear all 
costs or expenses of any kind or nature in connection with the 
Permitted Activities, including but not limited to all costs of 
excavation, construction, operation, sampling, monitoring, 
testing, transporting and disposing of soil or groundwater and 
backfilling, and shall keep the Permit Area free and clear of any 
mechanics' liens or other claims of lien arising out of or in any 
way connected with its use of the Permit Area. 

Section 8. Repair of Damage . If any portion of the Permit 
Area, or any other property of the Port or its employees located 

8 



on or about the Permit Area, is damaged by any of the activities 
conducted by Permittee, its officers, agents, employees, 
contractors or subcontractors. Permittee shall immediately, at 
its own cost and expense, repair any and all such damage and 
restore said property to its previous condition. 
Section 9. Indemnity . 

(a) General Indemnity . Permittee agrees to 
indemnify, hold harmless and defend, the City and Port and their 
officers, agents and employees, against any and all claims, 
judgments, losses, costs, damages, penalties, fines or 
liabilities of whatever kind (collectively "Claims") arising in 
any manner out of (i) any injury to or death of any person or 
damage to or destruction of any property occurring in, on, under 
or about the Permit Area, or any part thereof, whether to the 
person or property of Permittee, its employees, agents, 
consultants, contractors, or subcontractors (collectively 
"Agents"), or third persons, resulting from any use or activity 
of Permittee or its Agents under this Permit, (ii) any failure by 
Permittee to faithfully observe or perform any of the terms, 
covenants or conditions of this Permit, or (iii) the use of the 
Permit Area or any activities conducted thereon under this Permit 
by Permittee or its Agents; except only (1) to the extent of 
Claims resulting directly from the negligence or willful 
misconduct of City or Port or either 's authorized representative, 
or (2) to the extent of claims resulting from damage to 



subsurface utilities caused without fault or negligence of 
Permittee or its Agents. 

(b) Toxics Indemnity . Permittee agrees to 
indemnify, hold harmless and defend City and Port and their 
officers, agents and employees, from and against any and all 
claims, demands, actions, causes of actions or suit (actual or 
threatened) , losses, costs, expenses, obligations, liabilities, 
or damages, including interest, penalties, engineering consultant 
and attorneys' fees of every kind, nature and description, 
(collectively "Toxics Claims") resulting from (i) any Release of 

a Hazardous Material to the extent that such Release is directly 
created or aggravated by the specific investigation activities 
undertaken by Permittee pursuant to this Permit, (ii) any 
handling of any Hazardous Material, including that in soil or 
groundwater, extracted from the Permit Area by Permittee in 
connection with the specific investigation activities undertaken 
by Permittee pursuant to this Permit, or (iii) any. breach of or 
failure to duly perform or observe any term, covenant or 
agreement in this Permit to be performed or observed by 
Permittee, including but not limited to, any violation of any 
Environmental Law; except only to the extent of Toxic Claims 
resulting directly from the negligence or willful misconduct of 
City or Port or either 's authorized representative. 

(c) The foregoing indemnity obligations in 
paragraph 9(a) and 9(b) shall include reasonable attorney's fees, 
investigation costs and all other reasonable costs and expenses 

10 



incurred by City or Port from the first notice that any Claim or 
Toxics Claim is or may be made. The provisions of this paragraph 
shall survive termination of this Permit. 

(d) In addition to Permittee's obligation to 
indemnify and hold harmless City and Port, Permittee specifically 
acknowledges and agrees that it has an immediate and independent 
obligation to defend City and Port from any Claim or Toxics Claim 
which actually or potentially falls within the indemnification 
provisions of paragraph 9(a) or 9(b), even if the allegations are 
or may be groundless, false or fraudulent. Permittee's 
obligations to defend shall arise at the time such Claim or 
Toxics Claim is tendered to Permittee by City or Port and shall 
continue at all times thereafter. 

(e) Nothing in this Section 9 or elsewhere 
in this Permit shall require Permittee to indemnify, hold 
harmless or defend City or Port or any of its commissions, 
departments, boards, officers, agents or employees . from any 
Claims or Toxics Claims arising out of (i) environmental 
conditions at or emanating from the Permit Area, including 
Releases of Hazardous Materials on, in, under or about the Permit 
Area, which were not directly created or aggravated by the 
specific investigation activities undertaken by Permittee 
pursuant to this Permit, or (ii) the disposal of Hazardous 
Materials removed from the Permit Area under a Hazardous 
Materials manifest executed by an authorized representative of 
Port . 

11 



Section 10. Limitation on Assignment . This Permit is 
personal to Permittee and shall not be assigned. 

Section 11. Waiver of Liability . The Port shall not be 
liable for any damage to the property of Permittee, its officers, 
employees, agents, contractors or subcontractors, or their 
employees, or for any bodily injury or death to any such officer, 
employee, agent, contractor or subcontractor, or their employees, 
resulting or arising from the condition of the Permit Area or its 
use by Permittee with the exception of damage or injury caused 
directly by the active, willful or intentional misconduct of the 
Port, its officers, agents or employees. 

Section 12. Removal of Equipment and Installations . Upon 
completion of activities on the Permit Area, Permittee shall 
remove all equipment and installations from the Permit Area. 

Section 13. Insurance . (a) During the term of this Permit, 
Permittee and its contractors and consultants shall cause to be 
maintained in full force and effect at their own cost and expense 
at all times while Permitted Activities are being conducted, 
insurance in the following amounts and coverages: 

(i) Workers' Compensation, with Employers' 
Liability limits not less than $1,000,000 each accident. 

(ii) Comprehensive General Liability 
Insurance with limits not less than $2,000,000 each occurrence 
Combined Single Limit for Bodily Injury and Property Damage, 
including Contractual Liability, Personal Injury, Products and 
Completed Operations, and $2,000,000 General Annual Aggregate 

12 



Limit (other than Products-Completed Operations) . The 
Comprehensive General Liability Insurance provided shall cover 
any property damage or personal injury resulting from any 
drilling or excavation conducted as part of the Permitted 
Activities. However, this provision shall not apply to claims 
relating to investigation or remediation of any environmental 
conditions on the Property. 

(iii) Comprehensive Automobile Liability 
Insurance with limits not less than $1,000,000 each occurrence 
Combined Single Limit for Bodily Injury and Property Damage, 
including Owned and Non-owned and hired auto coverage, as 
applicable. 

(b) During the term of this Permit, Permittee 
shall also require its contractors and consultants to maintain in 
full force and effect at their own cost and expense at all times 
while Permitted Activities are being conducted, Contractor's 
Pollution Legal Liability Insurance with combined single limit of 
$2,000,000 each claim, $2,000,000 aggregate, and with coverage to 
include legal liability arising from the sudden and accidental 
release of pollutants, and no less than a one-year extended 
reporting period. 

(c) Comprehensive General Liability, Comprehensive 
Automobile Liability, and Contractor's Pollution Liability 
Insurance policies shall be endorsed to provide the following: 



13 



(1) That the City and County of San 
Francisco, the Port of San Francisco and their officers, agents, 
and employees are named as Additional Insureds; and 

(2) That such policies are primary insurance 
to any other insurance available to the Additional Insureds with 
respect to any claims arising out of this Permit and that 
insurance applies separately to each insured against whom claim 
is made or suit is brought. 

(d) All policies and certificates shall be 
endorsed to provide that no cancellation, major change of 
coverage, or expiration shall become effective or occur until at 
least 3 days after Permittee, its consultant or contractor, 
delivers and Port receive 's advance written notice as provided in 
Section 14 of this Permit. Permittee, upon notification of 
receipt by Port of any such notice, shall forthwith file with 
Port a certified copy of the required new or renewal policy or 
certificate for such policy. At the time of making any 
application for an extension of time, Permittee shall submit 
evidence that the policies will be in effect during the requested 
additional period of time. 

(e) If at any time during the term of this 
Permit, Permittee, its consultants contractors or subcontractors, 
as the case may be, fails to maintain the required insurance in 
full force and effect, all work under the Permit shall be 
discontinued immediately, and shall not resume until notice is 
received by Port that the required insurance has been restored to 

14 



full force and effect and that the premiums therefore have been 
paid for a period satisfactory to the Port. Failure to maintain 
the required insurance will be sufficient cause for immediate 
termination of the Permit notwithstanding the notice required 
under Section 4 of this Permit. 

(f) Approval of insurance by Port shall not 
relieve or decrease the liability of Permittee, its consultant or 
contractors or subcontractors, hereunder. 

(g) Certificates of insurance, in form and 
with insurers satisfactory to the City, evidencing all coverages 
above shall be furnished to the City before commencement of any 
operations under this Permit, with complete copies of policies to 
be furnished promptly upon City request. 

Section 14. Notice . Any notices required to be given or 

which any party desires to give under the terms of this Permit 

shall be given by personal delivery, or by deposit with the 

United States Postal Service, certified mail, return receipt 

requested, and postage prepaid, addressed to the party to be 

served as follows: 

To Port: Director, Facilities and 

Operations 
Port of San Francisco 
Ferry Building, Suite 3100 
San Francisco, CA 94111 

To Permittee: 



15 



The Parties hereto may give notice pursuant to this section 
of other persons to receive future notices on their behalf. 
Notices herein shall be deemed given on the date of personal 
delivery or two (2) business days after the proper deposit of the 
same with the United States Postal Service. 

Section 15. Miscellaneous . This Permit may be amended or 
modified only by a writing signed by each of the Parties hereto. 
No waiver by a Party of any of the provisions of this Permit 
shall be effective unless in writing and signed by an officer or 
other authorized representative, and only to the extent expressly 
provided in such written waiver. This Permit may be executed in 
one or more counterparts, each of which shall be an original but 
all of which together shall be deemed to constitute a single 
agreement. The paragraph headings of this Permit are for 
convenience of reference and shall be disregarded in the 
interpretation of this Permit. 

Section 16. Condition of Property/ Security . The Permit 
Area is accepted "as-is." Permittee shall keep its work sites in 
the Permit Area safe and secure, provided, however, that 
Permittee shall not be obligated to correct, repair or modify any 
pre-existing conditions of the Property. 

Section 17. Waiver of Claims . Permittee hereby waives on 
behalf of itself and its heirs, successors, and assigns, any and 
all rights which it may have to file a claim or bring an action 
of any kind or character against the City or its officers, 
agents, or employees, for damage to property or personal injury, 

16 



including death, which might arise out of the use of the Property 
under this Permit, except only to the extent of Claims resulting 
directly from the negligence or willful misconduct of City or 
Port or either 's authorized representative. 

Section 18. Entry Under Permittee's Authority . This 
Permit to Enter granted to Permittee shall include all employees, 
agents, contractors, subcontractors and consultants of Permittee. 
Permittee assumes all responsibility for the safety of all 
persons and property on the Permit Area pursuant to this Permit. 
All work performed in the Permit Area and all persons entering 
this Permit Area and all property and equipment placed therein in 
furtherance of the permission granted herein is presumed to be 
with the express authorization of Permittee, 

Section 19. Attorneys Fees . If the City or Port or 
Permittee commences an action against any other party to this 
Permit arising out of or in connection with this Permit, the 
prevailing party shall be entitled to recover from the losing 
party reasonable attorney's fees and cost of suit. 

Section 20. Time is of the Essence . Time is of the essence 
as to each and every provision of this Permit. 

Section 21. California Law . This Permit shall be construed 
and interpreted in accordance with the Laws of the State of 
California and City's Charter. Venue for purposes of filing any 
legal action or initiating any legal proceeding arising out of 
this Permit shall lie in San Francisco, California, which shall 
be deemed to be a convenient forum. 

17 



Section 22. Authority . If Permittee signs as a corporation 
or a partnership, each of the persons executing this Permit on 
behalf of Permittee does hereby covenant and warrant that 
Permittee is a duly authorized and existing entity, that 
Permittee has and is qualified to do business in California, that 
Permittee has full right and authority to execute this Permit and 
that each and all of the persons signing on behalf of Permittee 
are authorized to do so. Upon Port's request. Permittee shall 
provide Port with evidence reasonably satisfactory to Port 
confirming the foregoing representations and warranties. 

Section 23. Amendments . No amendment of this Permit or any 
part thereof shall be valid unless it is in writing and signed by 
all of the parties hereto. 

Section 24. Severability . Except as is otherwise 
specifically provided for in this Permit, invalidation of any 
provision of this Permit, or of its application to any person, by 
judgment or court order, shall not affect any other provision of 
this Permit or its application to any other person or 
circumstance, and the remaining portions of this Permit shall 
continue in full force and effect, unless enforcement of this 
Permit as invalidated would be unreasonable or grossly 
inequitable under all of the circumstances or would frustrate the 
purposes of this Permit. 

Section 25. Wavier The failure of either party to insist 
on performance of any provision of this Permit shall not be 
construed as a waiver of that provision in any later instance. 

18 



"PERMITTEE" 
KAJIMA, INC 

By: 




"PORT" 

CITY AND COUNTY OF SAN 
FRANCISCO a municipal 
corporation, by and through 
the PORT OF SAN FRANCISCO 



► 



Approved As To Form: 

LOUISE H. RENNE 
City Attorney 



By: 



Deputy City Attorney 

g:\jwr\kajima.1 



By: 



Dennis P. Bouey 
Executive Director 



> 



19 



FIRST AMENDMENT 

This First Amendment to the May 17, 1996 Agreement by and between the City 
and County of San Francisco, a municipal corporation acting through the San Francisco Port 
Commission ("Port"), and China Basin Ballpark Company LLC, a Delaware limited liability 
company ("Giants") is entered into this day of September, 1996. 

RECITALS 
This Amendment is entered into on the basis of the following facts, understandings 
and intentions of the Parties: 

A. The Giants desire to have Kajima, International Inc. ("Kajima"), its 
construction management contractor, and Kajima' s contractors and consultants, conduct 
environmental and engineering investigations of the seawall and facilities on the Property. 

B. For those reasons stated in the Agreement, the Port desires to provide 
Kajima access to the Property for those additional investigations as provided in the attached Entry 
Permit ("Exhibit D"). 

C. In consideration of the Port's agreement to provide Kajima access to the 
Property, the Giants agree to share in certain costs associated with Investigation and Remediation 
that may be required at the Property as set forth in the Agreement. The Giants and Pon therefore 
agree to amend the Agreement to include Exhibit "D." 

IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES 
OF THE PARTIES, THE PORT AND GIANTS HEREBY AGREE AS FOLLOWS: 



Section 2 of the Agreement, entitled "Permits to Enter," is annended with the 

addition of a new second paragraph on page 3 which reads: 

Simuhaneous with entering into Amendment 1, the Port agrees to grant the Giants' 
construction management contractor, Kajima, a permit to enter the Prop«ty in 
connection with engineering and environmental investigations, which permit is 
attached hereto as Exhibit "D." Whenever in this Agreement the word "Permits" 
is used, it shall mean Exhibits "B," "C" and "D," and all obligations imposed by the 
Agreement with regard to Exhibits "B" and "C" are hereby extended to 
Exhibit "D." 

All other terms and conditions of the Agreement remain the same. 

"Giants" 

China Basin Ballpark Company LLC, a Delaware 

Limited Liability Company 



By: 




il^^O. 



Approved As to Form 

Louise H. Renne 
City Attorney 



By: 



Deputy City Attorney 

GtVGlAl«nrs\AMCNDl.AGT 



"Pon" 

City and County of San Francisco, a municipal 
corporation, acting by and through the Port of 
San Francisco 



By: 

Dennis P. Bouey 
Executive Direaor 



** TOTfiL PAGE. 003 ** 



PORT OF SAN FRANCISCO 



MEMORANDUM 



September 3, 1996 




Ferry Building 

San Francisco. CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



TO: 



MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



FROM: Dennis P. Bouey 

Executive Director 




SUBJECT: Consent to License Agreement Between the San Francisco Redevelopment 
Agency and Oriental Warehouse Associates for the Installation of a Forced 
Main Sewer Line Under Delancey Street Between Brannan Street and The 
Embarcadero 

DIRECTOR'S RECOMMENDATION: APPROVE LICENSE AGREEMENT 



I. 



BACKGROUND 



The Port leases to the San Francisco Redevelopment Agency ("Agency") certain 
property known as Parcel S, pursuant to a lease dated September 22, 1988 (the "Agency 
Lease"), Parcel S includes a cul-de-sac and a pedestrian-only, landscaped portion of Delancey 
Street, located between Brannan Street and the Embarcadero. The Agency Lease expires on 
September 25, 2050. 

Oriental Warehouse Associates ("OWA") owns certain parcels of land located in 
proximity to Parcel S. OWA is undertaking to: (i) renovate the building known as the 
Oriental Warehouse located for use as live/work loft condominiums and (ii) develop another 
adjacent property for use as two (2) residential/commercial towers (the "Towers Project"). 



THIS PRINT COVERS CALENDAR ITEM NO. 5C 



Page 2 



The renovation of the Oriental Warehouse and the construction of the Towers Project will 
require creation and construction of a forced main sanitary sewer line, being approximately 
three (3) feet in width ("Forced Main Sewer) running from the Oriental Warehouse and the 
Towers Project through Parcel S, along Delancey Street to the existing thirty-six inch (36") 
main sanitary storm sewer and related facilities located at the Embarcadero (the "Existing 
Sewer"). Because Parcel S is currently under lease with the Agency, Oriental Warehouse has 
requested a License Agreement from the Agency for the installation and maintenance of the 
Forced Main Sewer. The Port is a party to the License Agreement for purposes of consent. A 
copy of the License Agreement is attached hereto and is on file with the Secretary of the Port 
Commission. 

The License Agreement includes the following material provisions: 

• The Agency grants OWA a license for access to the License Area to install and 
mamtain the forced main sewer, at OWA's sole cost and expense 

• Port consents to the License Agreement, upon the following terms and conditions: 

- If the Agency Lease expires prior to 2050, Port will recognize OWA's rights 
under the License Agreement, and OWA shall attorn to Port as if Port was the 
licensor under the License Agreement. Upon request by Port, OWA shall enter 
into a replacement agreement. The replacement license agreement will include 
(i) a reasonable license fee payable by OWA, (ii) Port's then-standard language 
(including insurance and indemnity requirements), and (iii) a provision whereby 
OWA agrees at its sole cost and expense to relocate the sewer line if detrimental 
to Port's activities and operation (as determined by Port). 

After 2050, Port will recognize OWA's rights under the License Agreement on 
a month-to-month basis. Upon request of either party, Port and OWA will 
enter into a replacement license agreement for a term not to exceed 66 years. 
The replacement license agreement will include the same provisions stated in 
the immediately preceding paragraph. 

• The Agency agrees not to materially interfere or adversely affect OWA's use of the 
forced main sewer; however, the Agency may use the license area for any use not 
inconsistent or materially interfering with the forced main sewer line 

• OWA shall obtain a building permit from the Port for installation of the forced 
main sewer line 



Page 3 



The License Agreement may not be assigned except to the homeowners 
association created for the OWA condominium project, to a subsidiary of 
OWA, or to any entity taking title to the OWA property 

OWA shall provide a one-year guarantee bond for restoration of surface 
improvements and a two-year guarantee bond for subsurface improvements, 
both in the amount of $100,000.00 

OWA shall carry full insurance naming the Port as additional insured, and shall 
indemnify the Agency and Port for any claims arising out of OWA's use of the 
property. 



Prepared by: Neil H. Sekhri, Assistant Port General Coimsel 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-^ 

WHEREAS, Charter Section B3.581 empowers the Port Commission with power and duty to use, 
conduct, operate, maintain, manage, regulate and control the Port area of San 
Francisco; and 

WHEREAS, under Charter Section B3. 581(g) licenses granted or made by the Port Commission 
shall be administered exclusively by the operating forces of the Port Commission; 
and 

WHEREAS, The Port owns and leases to the San Francisco Redevelopment Agency ("Agency") 

certain property known as Parcel S, pursuant to a lease dated September 22, 1988 (the 
"Agency Lease"), located along Delancey Street, between Brannan Street and the 
Embarcadero ("License Area"); and 

WHEREAS, Oriental Warehouse Associates, a California limited partnership is in the process of 

developing certain adjoining properties for condominium units, and requires the 
installation of a forced main sewer along the License Area; and 

WHEREAS, Oriental Warehouse Associates has negotiated a License Agreement with the Agency 
and Port staff, to permit the construction, maintenance and repair of the forced main 
sewer line; and 

WHEREAS, Port Commission approval is being sought to approve the License Agreement 
between the Port, the Agency, and Oriental Warehouse Associates, a California 
limited partnership, a copy of which is on file with the Secretary of the Port 
Commission, and the terms of which are set forth in the Memorandum of Agenda 
Item 5C for the Port Commission Meeting on September 10, 1996; now, therefore, 
belt 

RESOLVED, that the Port Commission hereby approves the License Agreement between the Pon, 
the Redevelopment Agency of the City and County of San Francisco, and Oriental 
Warehouse Associates, a copy of which is on file with the Secretary of the Pon 
Commission, and that the Executive Director is hereby directed to execute the 
License Agreement in substantially the form thereof, as approved by the City 
Attorney; and be it further 

RESOLVED, that the Executive Director is hereby authorized to enter into any subsequent license 
agreements directly between the Port and Oriental Warehouse Associates, its 
successors and assigns, for the installation and maintenance of the forced main sewer, 
subject to the terms of Section 8 of the License Agreement. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting of 
September 10, 1996. 



g;\wp61\nhs\owa.ins 



Secretary 



Record and Return To: 
I Reuben & Cera 

655 Montgomery Street, 16th Floor 
San Francisco, CA 94111 
Attention: Sheryl Reuben, Esq. 



LICENSE AGREEMENT 

THIS LICENSE AGREEMENT ("Agreement") made this day of 

, 1996, between THE REDEVELOPMENT AGENCY OF THE CITY 



AND COUNTY OF SAN FRANCISCO I " Redevelopment " ) , ORIENTAL WAREHOUSE 
ASSOCIATES, a California limited partnership, and its successors 
and assigns ("OWA") / and as to Section 8 hereof, the San Francisco 
Port Commission (" Port ") , an agency of the City and County of San 
Francisco. 

WITNESSETH: 

WHEREAS, the Port has exclusive jurisdiction and control over 
those certain lands granted to the City and County of San Francisco 
pursuant to Chapter 1333, Statutes of 1968, as amended (the " Burton 
Act " ) ; and 

WHEREAS, pursuant to that certain lease dated September 22, 
1988 (the " Lease ") , the Port leased to Redevelopment a certain 
Parcel S controlled by the Port, as identified on Exhibit A 
attached hereto and made a part hereof (the " Port Property ") , which 
Lease expires on September 25, 2 050; and 

WHEREAS, OWA is the owner in fee of certain plots or parcels 

RC2/SYS:\pMS\328001\0044263.02 8-28-96 



of land, being in the City and County of San Francisco, State of 
California, known as Lots 12, 20 and 25 in Assessor's Block 3789, 
more particularly bounded and described in Exhibits B-1 and B-2 
attached hereto and made a part hereof (Lot 25 being hereinafter 
referred to as the " OW Property " and Lots 12 and 2 being 
hereinafter referred to as the " Towers Property " ) ; and 

WHEREAS, OWA is undertaking to: (i) renovate the building 
known as the Oriental Warehouse located on the OW Property for use 
as live/work loft condominiums (" Oriental Warehouse Project ") ; and 
(ii) develop the Towers Property for use as two (2) 
residential/commercial towers containing approximately eighteen 
(18) floors in each tower (the " Towers Project ") ; and 

WHEREAS, the renovation of the Oriental Warehouse and the 
construction of the Towers Project will require creation and 
construction of a forced main sanitary sewer line, being 
approximately three (3) feet in width (" Forced Main Sewer ") running 
from the Oriental Warehouse Project and the Towers Project to the 
existing thirty-six inch (36") main sanitary storm sewer and 
related facilities located at the Embarcadero (the " Existing 
Sewer") ; and 

WHEREAS, the parties hereto intend to create a license for 
access, ingress and egress, and the construction, installation, 
operation, maintenance, replacement and repair of the Forced Main 
Sewer in the location more particularly described in Exhibit C 
annexed hereto (the " Sewer License Area ") ; and 

NOW, THEREFORE, in consideration of the mutual covenants set 

RC2/SYS:\DMS\328001\0044263.02 8-2S-96 



forth herein and other good and valuable consideration, the receipt 
and sufficiency of which is hereby acknowledged, the parties 
covenant and agree as follows: 

1. Grant of License. Redevelopment hereby grants to OWA, 
its lessees, invitees, successors, assigns and licensees, an 
exclusive license for access, ingress and egress in, upon, under 
and over the Sewer License Area for the sole purpose of 
constructing, installing, operating, maintaining, repairing and 
replacing the Forced Main Sewer with access ways from the surface 
wherever reasonably necessary, which shall run from the OW Property 
and the Towers Property, in, upon, under and over the Sewer License 
Area and which shall connect into the Existing Sewer, or any 
replacement or supplement thereto, for the benefit of the owners 
and occupants of the OW Property and the Towers Property, or 
portions thereof, and their respective guests, invitees, tenants, 
lessees, agents, contractors, subcontractors, employees, successors 
and assigns. The term of this License shall expire on the 
expiration or sooner termination of the Lease, subject to Section 
8 hereof. 

2. Costs and Expenses. All costs and expenses with respect 
to the construction, operation, maintenance, repair and replacement 
of all improvements relating to the Forced Main Sewer described 
herein and the Sewer License Area shall be paid by OWA. 

3 . Access. Redevelopment hereby covenants and agrees to 
allow OWA and its licensees, contractors, subcontractors, agents, 
representatives, successors and assigns, access from time to time 

RC2/SYS:\DMS\328001\0044263.02 8-28-96 



when necessary to enter upon the Port Property and to do such acts 
thereon as may be necessary in connection with the construction, 
operation, maintenance, repair and replacement of the Forced Main 
Sewer. \ 

4. Use« (a) Redevelopment hereby agrees: (i) to keep the 
Sewer License Area free from all obstacles and obstructions and not 
to perform any act or construct any improvement on or within the 
Sewer License Area that would prevent, impede or impair OWA's use 
of the Forced Main Sewer; and (ii) that OWA shall have the 
exclusive right to use the Forced Main Sewer. 

(b) Notwithstanding anything contained herein to the 
contrary. Redevelopment may make any improvements to the presently 
existing plaza area on the Sewer License Area so long as such 
improvements do not have a material, adverse impact on the Sewer 
License Area. 

5. Permits . All necessary permits, authorizations, and 
approvals for the installation, construction, operation, 
maintenance, repair and replacement of the Forced Main Sewer and 
for the connection of the Forced Main Sewer with and into the 
Existing Sewer shall be obtained at the sole cost and expense of 
OWA. OWA aclcnowledges that construction and repair of the Forced 
Main Sewer will require a building permit from the Port. 

6. Alterations. (a) Should OWA need to excavate or should 
it need to remove or alter any improvements within the Sewer 
License Area in order to install, maintain, or repair the Forced 
Main Sewer, OWA shall restore such area and/or improvements to as 

RC2/SYS:\DMS\328001\0044263.02 8-28-96 



near as is reasonably practicable, their original condition. OWA 
also agrees to provide a one-year guarantee bond for the 
restoration of Redevelopment ' s above-ground improvements in the 
amount of One Hundred Thousand Dollars ($100,000.00) and a two-year 
guarantee bond for subsurface improvements made by OWA in the 
amount of One Hundred Thousand Dollars ($100,000.00). 

(b) Redevelopment shall have the right to review and 
approve any construction plans for the Forced Main Sewer subsequent 
to the initial construction of the Forced Main Sewer, only with 
respect to the scope and impact of construction on Redevelopment ' s 
improvements on the Sewer License Area. Redevelopment shall also 
have the right to review and approve the plan for restoration of 
Redevelopment ' s improvements on the Sewer License Area. OWA shall 
siibmit a construction plan at least thirty (30) days prior to 
commencing any construction subsequent to the initial construction 
of the Forced Main Sewer. Redevelopment will have thirty (30) days 
after receipt to review and either approve or reject the plan. 
Redevelopment shall not unreasonably withhold approval of the plan. 
If Redevelopment disapproves of the plan, it must state the reasons 
with specificity and suggest remedial action. 

(c) Redevelopment may conduct inspections of the Sewer 
License Area during construction for the purpose of reviewing the 
impact of the construction of the Forced Main Sewer on 
Redevelopment ' s improvements and OWA's compliance with the 
Redevelopment-approved plan. 

(d) OWA shall carry and pay for its own public liability 

RC2/SYS:\DMS\328001\0044263.02 8-28-96 



and personal injury insurance in an amount sufficient to insure 
against any liability or claim due to injury to the respective 
agents, employees, tenants, lessees, guests, and invitees of the 
Port, Redevelopment and OWA which may occur on or within the Sewer 
License Area. Insurance coverage shall meet the requirements set 
forth in Exhibit D attached hereto and made a part hereof. 
Furthermore, OWA shall require its construction contractor (s) to 
carry the same level of insurance coverage for the duration of any 
contract for construction in the Sewer License Area. 

7. Taxes and Assessments . OWA agrees to pay to the proper 
authority any and all taxes, assessments and similar charges on the 
Sewer License Area in effect at the time this Agreement is entered 
into, or which become effective thereafter, including all taxes 
levied or assessed upon the possession, use, or occupancy, as 
distinguished from the ownership of the Sewer License Area. OWA, 
on behalf of itself and any permitted successors and assigns, 
recognizes and understands that this Agreement may create a 
possessory interest subject to property taxation and that OWA, and 
any permitted successor or assign may be subject to the payment of 
such taxes. OWA, on behalf of itself and any permitted successors 
and assigns, further recognizes and understands that any assignment 
permitted hereunder and any exercise of any option to renew or 
extend this Agreement may constitute a change in ownership for 
purposes of property taxation and therefore may result in a 
revaluation of any possessory interest created hereunder, if any. 

RC2/SYS:\DMS\328001\0044263.02 8-28-96 



8. Port Consent . 

(a) Port Consent , Port hereby consents to the foregoing 
Agreement, subject to the terms and conditions of this Section 8. 

(b) Early Termination of Lease . In the event that the Lease 
shall terminate prior to its scheduled expiration on September 20, 
2 050, for any reason other than condemnation, then: 

(1) OWA shall be bound to Port under all of the terms, 
covenants and conditions of this Agreement through September 20, 
2050, with the same force and effect as if Port were the Licensor 
under the Agreement, and OWA hereby agrees to attorn to Port as the 
Licensor, and Port agrees to accept such attornment from OWA as 
Licensee, and be bound by all of the tenns, covenants and 
conditions of this Agreement through September 20, 2050, such 
attornment to be effective and self -operative without the execution 
of any further instruments on the part of any of the parties to 
this Agreement, immediately upon Port succeeding to the interest of 
Redevelopment under this Agreement. 

(2) Notwithstanding subsection 8(b) (1) above. Port may at 
any time during the remaining Lease term request OWA to enter into 
a replacement License Agreement directly between Port and OWA, 
having a term of no more than the original term of the Lease, upon 
substantially the same terms and conditions as this Agreement, 
which new agreement shall include the following additional 
provisions: 

(i) Port may charge a reasonable annual license fee 
to be determined by Port based upon the use of the property and the 

RC2/SYS:\DMS:\328001\0044263.02 8-28-96 



length of the license term. 

(ii) Any and all rights expressly or impliedly 
granted to OWA under the license shall be subject and subordinate 
to the continuing right of Port to use any and all parts of the 
Sewer License Area, including the granting of additional licenses, 
in any manner not inconsistent and not materially or adversely 
interfering with OWA' s use of the Sewer License Area. 

(iii) The replacement License Agreement shall 
include language substantially in the form of the following, 
regarding relocation and removal of the Forced Main Sewer: 
i. Port shall reserve the right to occupy the 
Sewer License Area, or any part thereof, which 
is occupied or to be occupied by the Forced 
Main Sewer, in the event that the existence of 
the Forced Main Sewer is or will be 
detrimental to the exercise of Port's 
operations and activities, whether 
governmental or proprietary, as determined by 
the Port's Executive Director ("Director") in 
his sole discretion, including, without 
limitation, Port's construction projects and 
other public projects. OWA shall at its own 
cost and expense temporarily or permanently 
remove, relocate, adjust, and/or support the 
Forced Main Sewer, or any part thereof, to 
such other location or locations, or in such 

RC2/SYS:\DMS\328001\0044263.02 8-28-96 



► 



manner, as appropriate, as may be designated 
or approved, in writing and in advance, by- 
Port. Port will not unreasonably designate or 
withhold approval of any plan for removal, 
relocation, adjustment and/or support of the 
Forced Main Sewer; such relocation shall be to 
a location most convenient and feasible for 
the OW Project and the Towers Project, 
provided such relocation shall not materially 
interfere with Port ' s activities and 
operations. Such removal, relocation, 
adjustment and/or support shall be completed 
within the time reasonably prescribed by the 
Director. If the Forced Main Sewer is not 
removed, relocated, adjusted and/ or supported 
as prescribed by the Director and within the 
prescribed time. Port may take all reasonable, 
necessary, and appropriate action, including 
removing the Forced Main Sewer, and shall 
charge the reasonable costs actually incurred, 
including but not limited to administrative 
costs, to OWA. 

ii. In the event that the Forced Main Sewer 
or any part thereof, are abandoned or no 
longer placed in service, OWA promptly shall 

RC2/SYS:\DMS\328001\0044263.02 8-28-96 



notify Port, giving in detail the location of 
the Forced Main Sewer so abandoned. At Port's 
sole option, OWA shall convey such Forced Main 
Sewer to Port or the City of San Francisco 
(" City ") at no cost or promptly remove the 
Forced Main Sewer, all at OWA' s sole cost and 
expense. If OWA shall fail to remove the 
Forced Main Sewer and restore Port property as 
required by Port, Port shall be entitled to 
remove the Forced Main Sewer and restore Port 
property on behalf of OWA and charge the 
reasonable costs actually incurred, including 
but not limited to administrative costs, to 
OWA. In the event of OWA's abandonment of the 
Forced Main Sewer, upon Port's demand, OWA 
shall execute such documents of title as will 
convey all right, title, and interest in the 
Forced Main Sewer, or any part thereof, to 
Port free and clear of liens. 

iii. Whenever the removal or relocation of 
the Forced Main Sewer is required under this 
Agreement, OWA after the removal or relocation 
of the Forced Main Sewer, at its own cost and 
expense, promptly shall repair, restore and 
return the Port property in which the Forced 

RC2/SYS:\DMS\328001\0044263.02 8-28-96 

10 



Main Sewer was located, to a safe and 
satisfactory condition, as approved by the 
Director in accordance with Port and City laws 
and standard requirements. If OWA does not 
return the affected site to a safe and 
satisfactory condition, Port shall have the 
option to perform or cause to be performed 
such reasonable and necessary work on behalf 
of OWA and charge the actual costs incurred, 
including but not limited to administrative 
costs, to OWA. Upon the receipt of a demand 
for payment by Port, OWA shall reimburse Port 
for such costs. 

(iv) Port shall require such standard additional 
license provisions as are standard Port practice at the time of 
such new agreement, including without limitation, additional 
insurance requirements and indemnity provisions. 

(3) In the event Port fails to receive a new agreement in 
conformance with Section -SCb) hereof, duly executed by OWA, or its 
successors or assigns, within thirty (30) days of request by Port, 
this Agreement shall thereupon immediately terminate and OWA shall 
remove its Forced Main Sewer from the property, in accordance with 
the terms of subsection 8 .b. (2) (iii) . iii above. 

(c) Timely Expiration of Lease . In the event that the Lease 
expires on the original expiration date of September 20, 2 050, this 
Agreement shall continue thereafter on a month-to-month basis 

RC2/SYS:\DMS'\328001\0044263.02 8-28-96 

11 



terminable by either party, except that OWA shall be bound to Port 
under all of the terms, covenants and conditions of this Agreement 
with the same force and effect as if Port were the Licensor under 
the Agreement, and OWA hereby agrees to attorn to Port as the 
Licensor, and Port agrees to accept such attornment from OWA as 
Licensee, such attornment to be effective and self-operative 
without the execution of any further instruments on the part of any 
of the parties to this Agreement, immediately upon Port succeeding 
to the interest of Redevelopment under this Agreement. At any time 
within one hundred eighty (180) days prior to the expiration of the 
Lease, and at any time thereafter while the Agreement is in effect, 
either party may request in writing to the other, that upon 
expiration of the Lease, the parties enter into a new agreement 
having a term of no more than sixty-six (66) years, and 
substantially in accordance with all of the other terms and 
conditions hereof (other than length of term) . Within forty-five 
(45) days of such request. Port shall prepare and deliver to OWA 
execution copies of such new agreement. In the event Port fails to 
receive a new agreement in conformance with Section 8(b) hereof, 
duly executed by OWA, or its successors or assigns, within thirty 
(30) days of request by Port, this Agreement shall thereupon 
immediately terminate and OWA shall remove its Forced Main Sewer 
from the property, in accordance with the terms of subsection 
8.b. (2) (iii) .iii above. Upon or prior to the expiration of the 
aforementioned sixty-six (66) year term. Port and OWA shall use 
reasonable good faith efforts to negotiate a new agreement on 

RC2/SYS:\DMS\328001\0044263.02 8-28-96 

12 



substantially the same terms and conditions set forth herein. 

9. No Grant of Real Property Interest . Nothing in this 
Agreement nor any use hereunder, shall be deemed to grant, convey, 
create, or vest in OWA a real property interest in any portion of 
the Port' s property or the Sewer License Area, including but not 
limited to any fee or leasehold interest in land, or an easement, 
or any franchise rights, except that nothing herein shall affect 
any possible liability for possessory interest taxes pursuant to 
Section 7 hereof. 

10. Emergency Response Plan . Prior to conducting any work in 
the Public Right-of-Way, OWA shall provide to Port and 
Redevelopment a current emergency response plan identifying staff 
who have authority to resolve, twenty-four (24) hours a day, seven 
(7) days a week, problems or complaints resulting from the sewer 
facilities installed pursuant to this Agreement. 

11. Indemnity. (a) OWA shall defend, hold harmless and 
indemnify Redevelopment, the Port, the City and County of San 
Francisco and their respective members, officers, agents and 
employees of and from any and all claims, demands, losses, costs, 
expenses, obligations, damages, injuries, actions, causes of action 
and liabilities of every kind, nature and description directly or 
indirectly, arising out of or connected with any of OWA's 
operations or activities related to this Agreement, excluding the 
willful misconduct or gross negligence of the person or entity 
seeking to be defended, indemnified or held harmless. 

b. For purposes of this section, OWA's operations and 

RC2/SYS:\DMS\328001\0044263.02 8-28-96 

13 



activities include, but are not limited to, those of its 
contractors, agents and employees. 

12 . Assignment. The parties hereto further agree that OWA 
(or its successors and/or assigns) shall not have the right to 
assign this Agreement and/or any and all of the benefits, duties 
and obligations of OWA set forth herein to any person or entity 
except the following: (i) the homeowners association to be formed 
to govern and administer the affairs of the owners of condominium 
units in the Oriental Warehouse Project and/or the Towers Project; 
(ii) any parent, subsidiary, partner, or affiliated entity or 
person of OWA or Reliance Insurance Company; or (iii) any 
individual, corporation, partnership or other entity taking title 
to or leasing all or any portion of the OWA Property, the OW 
Property and/or the Towers Property. 

13. Governing Laws. This Agreement shall be construed and 
enforced in accordance with the laws of the State of California and 
the City Charter. 

14. Invaliditv. If any provision of this Agreement or the 
application thereof to any person or circumstance shall to any 
extent be held void, unenforceable or invalid, then the remainder 
of this Agreement or the application of such provisions to persons 
or circumstances other than those as to which it is held void, 
unenforceable or invalid, shall not be affected and each provision 
of this Agreement shall be valid and enforceable to the fullest 
extent permitted by law. 

15. Amendments . This Agreement may not be amended, altered 

RC2/SYS:\DMS\328001\0044263.02 8-28-96 

14 



or changed unless in a writing, in recordable form, signed by the 
parties hereto. 

16. Subordination . Redevelopment hereby consents to the 
execution, terms and conditions of this Agreement and hereby 
subordinates its leasehold interest in the Port Property to the 
terms and conditions set forth herein. 

17. Attorneys' Fees . If any party commences an action 
against the other or a dispute arises under this Agreement, the 
prevailing party shall be entitled to recover from the other 
reasonable attorneys' fees and costs. For purposes hereof, 
reasonable attorneys' fees of Port and Redevelopment shall be based 
on the fees regularly charged by private attorneys in San Francisco 
with comparable experience. 

18. Conflict . To the extent the provisions of this Agreement 

and any other permit required to be obtained by OWA from Port are 

in conflict, the provisions which impose the higher or greater 

legal duty or obligation upon OWA shall take precedence. 

19. Notices . All notices which shall or may be given pursuant 

to this Agreement shall be in writing and transmitted through the 

United States mail, by means of private delivery systems, or by 

facsimile transmission, if a hard copy of the same is followed by 

delivery through the United States mail or by private delivery 

systems, as follows: 

Port Port of San Francisco 

Director, Tenant and Maritime Services 
Ferry Building, Room 3100 
San Francisco, CA 94111 



RC2/SYS:\DMS\328001\0044263.02 8-28-96 

15 



Copy: Office of the City Attorney 
Port of San Francisco 
Ferry Building, Room 3100 
San Francisco, CA 94111 



Redevelopment 



Executive Director 

The Redevelopment Agency of San Francisco 

770 Golden Gate Avenue 

San Francisco, CA 94102 



OWA 



Reliance Development Group 
55 East 52nd Street 
New York, NY 10055 
Attn: General Counsel 



IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement the day and year first above written. 

THE SAN FRANCISCO PORT COMMISSION 
By: 



APPROVED AS TO FORM: 



Name: 
Title: 



Name: Dennis P. Bouey 
Title: Executive Director 
Port Commission Resolution No. 



REDEVELOPMENT AGENCY OF THE CITY AND 
COUNTY OF SAN FRANCISCO 



By: 



Name: 
Title: 



RC2/SYS:\DMS\328001\0044263.02 



8-28-96 



16 



APPROVED AS TO FORM; 



) 



Name: 
Title: 



ORIENTAL WAREHOUSE ASSOCIATES , 
California limited partnership 



By: 



Reliance Oriental Warehouse 
Associates, a California 
limited partnership. General 

Partner 



By: 



Reliance Oriental Warehouse, 
Inc. a Delaware corporation. 
General Partner 



By: 





[ichael Gray 
Vice President 



) 




'^-I'fC 



) 



RC2/SYS:\DMS\328001\0044263.02 



8-28-96 



17 



) 



ACKNOWLEDGMENT 



State of California 



County of ^Sl+i^^AAfv^S.'L^i-Co 

,3 , 19^?^ before me, /M 



On 



perso: 




appeared 



, 19^ before me, M[]^Pi 




O f^uc 



=e2:: 




, the undersigned Notary Public, 



personally known to me -OR- 



,r^^^rjanet R. Murphy Jj 

^l^i^^^ Comm. #1032036 a 

Qi^^^^^J!r:;>-;0-ARY PUBLIC CALIFORNIA*^ 
\ ->-*— -^31-^cf ^^ ^ County of San Francisco U 
Comm. Expires July 13. 1998 :* 



' ^ K^*^*^ 1 ^ 's/ < ^ 




A proved to me on the basis of satisfactory evidence to be the 
person(s) whose name(s) is/are subscribed to the within 
instriunent, and acknowledged to me that he/she/they executed 
the same in his/her/their authorized capacity(ies), and that by 
his/her/their signature(s) on the instrinnent the person(s), or 
the entity upon behalf of which the person(s) acted, executed 
the instrument. 



WITNESS my hand and official seal. 




) 



State of Cahfomia ) 

) 

County of ) 

On , 

appeared 



19 , before me. 



personally known to me -OR- 



, the undersigned Notary Pubhc, personally 



proved to me on the basis of satisfactory evidence to be the 
person(s) whose name(s) is/are subscribed to the within 
instrument, and acknowledged to me that he/she/they executed 
the same in his/her /their authorized capacity(ies), and that by 
his/her/their signature(s) on the instnunent the person(s), or 
the entity upon behalf of which the person(s) acted, executed 
the instrument. 



WITNESS my hand and official seal. 



Notary's Signature 



) 



RC2/SYS:\DMS\328001\0O44263.02 



8-28-96 



18 



) 



State of California ) 

) 
County of ) 



On 



appeared 



19 , before me, 



, the undersigned Notary Public, personally 



personally known to me -OR- 



proved to me on the basis of satisfactory evidence to be the 
person(s) whose name(s) is/are subscribed to the within 
instrimient, and acknowledged to me that he/she/they executed 
the same in his/her /their authorized capacity(ies), and that by 
his/her/their signature(s) on the instrimient the person(s), or 
the entity upon behalf of which the person(s) acted, executed 
the instrument. 



WITNESS my hand and official seal. 



Notary's Signatiu-e 



RC2/SYS:\DMS\328001\0044263.02 



8-28-96 



19 



EXHIBIT A 



PORT PROPERTY 



20 



/') 



F995120 



EXHIBIT B-1 



LEGAL DESCRIPTION, OWA PROPERTY 

LOT 25, as said lot is shown on that certain Parcel Map 
entitled, "Parcel Map, Being a Resubdivision of Lots lA, 15, 21 and 
24, Portion of Assessor's Block No. 3789, San Francisco, 
California", which map was filed for record in the Office of the 
Recorder of. the- City and County of San Francisco, State of 
California, on October 16, 1985, in Book 31 of Parcel Maps, Pages 
95 and 96. 

EXCEPTING THEREFROM that portion lying below a depth of 500 feet, 
measured vertically, from, the contour of the surface of said 
property; however. Grantor or its successors and assigns shall not 
have. the right for any purpose whatsoever to enter upon, into or 
.through the surface of said property or any part thereof lying 
between said surface and 500 feet below said surface, as reserved 
by Southern Pacific Transportation Company, a Delaware corporation, 
in Deed recorded December 31, 1980, in Book DUO, Page 989, 
Official Records. 



Assessor's Lot 25, Block 3789. 






r 



F995120 



EXHIBIT B-2 



The following described property in the city and county of San 
Francisco, state of California: 

Beginning at a point on the southeasterly line of Brannan Street, 
distant thereon North 45 degrees 08' East, 223.92 feet from the 
northeasterly line of Colin P. Kelly, Jr. Street (formerly Japan 
Street); running thence at a right angle South 44 degrees 51' 51" 
East 100 feet; thence at a right angle North 4 5 degrees 08' 09" 
Zast 3 OS. 08 feet, more or less, to the southwesterly line of First 
Street; thence • at a right angle along said line of First Street 
northwesterly 100 feet to the southeasterly line of Erannan Street; 
thence along the last named line South 4 5 degrees 08' 09" West 
206.08 feet, more or -.less, to the point of beginning. 

Being a portion of 100 Vara Block No. 352. 



/i^ II 




■Lie if/?' 



F995120 

EXHIBIT B-2 



PARC-L 0>:S; 



Beginning at a point on the southwesterly line of Brannan Street, 
distant thereon North 45 degrees 08' 09" East 14.16 feet from the 
northeasterly line of Colin P. Kelly, Jr. Street, (formerly Japan 
Street); thence North 45 degrees 08' 09" East along said 
southeasterly line of Brannan Street 209. 7S feet; thence South 44 
degrees 51' 51" East 240 feet; thence South 45 degrees 08' 09" West 
209 feet, more, or less, to a line drawn South 44 degrees 47' 02" 
East from the point of beginning; thence North 44 degrees 47' 02" 
West along said line so drawn 24 feet, more or less, to the point 
of beginning. 

BEING a portion of 100 Vera Block No. 352. 

?A-^CEL rH?0; 

A subsurface right,- appurtenant to Parcel 1 above, not to exceed 1 
foot in width, to maintain foiindations of structures along portion 
of the Northerly and Southerly exterior boundaries of the land 
described in Parcel One, as granted to Pacific Vegetable Oil 
Corporation, a corporation, by Deed recorded September 4, 193S, in 
Book 3008, Page 183, Official Records, in the office of the 
Recorder of the City and County of San Francisco, state of 
California. 

Assessor's Parcel No.: Lot 20, Block 3789 



AUGUST 22, 1996 
JOB NO. 40085-10 

LEGAL. 1 EXHIBIT c 

FORCED MAIN SEWER LICENSE 
LEGAL DESCRIPTION 

A STRIP LAND THE UNIFORM WIDTH OF 3.00 FEET, THE CENTERLINE OF 
WHICH IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: 

COMMENCING AT A POINT MARKING THE INTERSECTION OF THE SOUTHEASTERN 
RIGHT OF WAY LINE OF BRANNAN STREET WITH THE SOUTHWESTERN RIGHT OF 
WAY LINE OF DELANCEY STREET (FORMERLY KNOWN AS FIRST STREET) AND 
RUNNING THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERN RIGHT OF WAY 
LINE OF DELANCEY STREET SOUTH 44°5r51" EAST 315.95 FEET TO THE 
TRUE POINT OF BEGINNING OF THE HEREIN DESCRIBED CENTERLINE; THENCE, 
LEAVING SAID SOUTHWESTERN RIGHT OF WAY LINE NORTH 74^06' 18" EAST 
47.20 FEET; THENCE, SOUTH 44"48'21" EAST 187.45 FEET; THENCE, SOUTH 
47''05'52" EAST 16.34 FEET; THENCE, SOUTH 37°30'46" EAST 9.26 FEET 
TO AN EXISTING SEWER MANHOLE AND THE POINT OF TERMINATION OF THE 
HEREIN DESCRIBED CENTERLINE. 

END OF DESCRIPTION 



t^^^ 

■^ s «• 



^ 



T3 i 



I 

Co 

^1 



^1 



BRANNAN STREET 

H45138WT 524.63^ 

M46Vmt 51^83' 



1 

T 



T 



SEEDETAJL 'A 




5' 



'L' 



524.6S' 



LANDS or 
ORIENTAL WAREHOUSE 
ASSOCIATES 






P.03: 



N45W'09T 
524.63' 




RO.a 



H4:r08'09'E 
4.00' c-i 

DETAIL 'A 

NO SCME 



M SS£J 



PCC 

P€B 


X 



LEGEND 

PONT OF CCUfJENCEy&T 
PONTOFBEaNNING 
FOm PK NM. 
FOUND a^OSS IN SDE^ALK 



OaSJlNG MANHOI 




) 



PLAT TO ACCOMPANY LEGAL DESCRIPTION 

3' WIDE FORCED MAIN SEWER LICENSE 

CITY GF SAN FRANCISCO - SAN FRANCISCO COUNTY - CAUFQRNIA 

Prepared By 

Luk, Miloni Sc Associctas 

Civil Engineers — Land Planners. — Land Surveyors 
1465 Enea Circle '^788 
Concord, California 94520 

JUNE 1996 SCALE: i" = WO' 



^€0S5-10^lGU 



EXHIBIT D 

ATTACHMENTI 
INSURANCE REQUIREMENTS 

OWA shall procure and maintain for the duration of this Agreement, including any 
extensions, insurance against claims for injuries to persons or damages to property which 
may arise from or in connection with the construction, installationt operation, maintenance, 
replacement, and repair of the Forced Main Sewer by OWA, its contractors, agents, 
representatives, employees or subcontractors. 

d. Minimwn Scnpp. nflmwranae. 

Coverage shall be at least as broad as: 

1. Insurance Services Office Commercial General Liability coverage (occurrence 
form C^ 00 01 11 88). 

2. Insurance Services Office form number CA 00 01 06 92 covering Automobile 
Liability, code 1 (any auto). 

3. Workers' Compensation insurance as required by the State of California and 
Employers Liability Insurance. 

£. Minimum Limits nfTmuranee 

OWA sh?]i maintain limits no less than: 

1. General Liability: S1,000,000 per occurrence for bodily injury, personal injury 
and property damage. If Commercial General Liability Insurance or other form 
with a genial aggregate limit is used, either the genexal aggregate limit shall 
a^iy sq}arately to this project/location or the general aggregate limit shall be 
twice the required occurrence limit. 

2. Automobile Liability: 31,000,000 per accident for bodily injury and property 
damage. 

3. Workers' Compensation and Employers Liability: Workers' Compensation 
limits as required by the State of California and Employer's Liability limits of 
51,000,000 for bodily injury by accident and 51,000,000 per person and in the 
annual aggregate for boc^y injury by disease. 

(L Deducrihhs and S^lf-Jnmr ed Pftfintinns 

Any deductibles or self-insured retentions must be declared to and approved by the Agency. 
At the option of the Agency, either the insurer shall reduce or eliminate such deductibles 
or self-insured retentions as respects the Port, the Agency, the City and County of San 
Francisco and their respective Commissioners, officers, agents and employees; or 
Contractor shall provide a financial guarantee satisfactory to the Agency guaranteeing 
payment of losses and related investigations, claim administration and defense expenses. 

Q, Other Insurance. PnyviHnnr 

1. The general liability and automobile liability policies are to contain, or be endorsed 
to contain, the following provisions: 
a. The Port, the Agency, the City and County of San Francisco and their 

respective officers, agents, employees and Commissioners are to be covered 
as insureds as respects: liability arising out of automobiles owned, leased, 
hired or borrowed by or on behalf of OWA, its agents, employees or 

laiunnct EaquimnMiu — (7/12/96) 



officers; and liability arising out of work or operations performed by or on 
behalf of OWA. 
b. For any claims related to the Sewer License Area, OWA's insurance 

coverage shall be primary insurance as respects the Port, the Agency, the 
City and County of San Francisco and their respective Commissioners, 
officers, agents, and employees. Any insurance or self-insurance maintained 
by the Port, the Agency, the City and County of San Francisco and their 
respective Commissioners, officers, agents or employees shall be excess of 
OWA's insurance and shall not contribute with it. 

2. Any failure to comply with reporting provisions of the policies shall not affect 
coverage provided to the Port, the Agency, the City and County of San Francisco 
and their respective Commissioners, officers, agents or employees. 

3. Each insurance policy required by this clause shall be endorsed to state that 
coverage shall not be suspended, voided, canceled by either party, or reduced in 
coverage or in limits, except after thirty (30) days' prior written notice by certified 
mail, return receipt requested, has been given to the Agency. 

4. For Workers' Compensation and Employers Liability Coverage, the insurer shall 
agree to waive all rights of subrogation against the Port, the Agency, the City and 
County of San Francisco and tiieir respective members, officers, agents and 
employees for losses arising from work performed by or for OWA. 

El Acceotabilitv ofTnsurffr^ 

Insurance is to be placed with insurers with a current A. M, Best's rating of no less than 
A:VIL 

F. Veri ncaiion of Cnv^m^ f> 

OWA shall funish the Agency with certi fi cates of insurance and with original 
endorsements effecting coverage required by this clause. The certificates and endorsements 
for each insurance policy are to be signed by a person authorized by that Insurer to bind 
coverage on its behalf. The certificates and endorsements may be on forms provided by the 
Agency. All certificates and endorsement are to be received and approved by the Agency 
before work commences. The Agency reserves the right to require complete, certified 
copies of all required insurance policies, including endorsements effecting the coverage 
required by these spedficadons at any time. 

a Conrmctors cuid Submntmrmr^ 

OWA shall require its contractors to include all subcontractors as insureds under its policies 
or shall furnish separate certificates and endorsements for each subcontractor. AH 
coverages for contractors and subcontractors shall be subject to all the requirements stated 
herein. 



Insunnc« aUquiramaou - (7/12/96) 



PORT OF SAN FRANCISCO 




MEMORANDUM 



September 4, 1996 



Ferry Building 

San Francisco. CA 94111 

Teleplione 415 274 0400 

Telex 275940 PSFUR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



TO: 



MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



FROM: Dennis P. Bouey 

Executive Director 




SUBJECT: Construction Contract No. 2616, "Pier 35 Passenger Terminal Elevator / 
Escalator Design/Build, " authorization to award. 

DIRECTOR'S RECOMMENDATION: AUTHORIZE STAFF TO AWARD CONTRACT 
NO. 2616, "PIER 35, ESCALATOR/ELEVATOR DESIGN/BUILD," TO CICO- R&W, A 
JOINT VENTURE FOR $1,090,426. 

On May 14, 1996, the Commission authorized staff to solicit bids for Contract No. 2616, 
"Pier 35 Passenger Terminal Elevator/Escalator Design/Build" contract. This project must 
be completed by April 25, 1997, the start of next year's cruise ship season. 

The project scope of work consists of the following passenger path-of-travel and other 
enhancements to the Pier 35 Cruise Terminal: 



1. 
2. 
3. 
4. 



Installation of two new escalators; 



Installation of a new passenger elevator; 



Installation of modifications and additions to the existing fire suppression systems; 

Installation of modifications and additions to the existing power, and general and 
emergency lighting systems; and 



THIS PRINT COVERS CALENDAR ITEM NO. 6 A. 



I:\wp51agd-2616.cj 



Page 2 



5. Installation of architectural finishes, new exit stairs, doors and windows along the 
passenger path-of-travel. 

Bids were received on August 22, 1996 and the Summary of Bids is attached. The low 
bidder is CICO-R&W, a Joint Venture, at a cost of $1,090,426. All documents are in order. 

The Human Rights Commission has reviewed the documents and determined that all 
MBE/WBE goals have been met as stated in the contract documents. 

Staff recommends that the Commission authorize staff to award Construction Contract No. 
2616 "Pier 35 Passenger Terminal Elevator/Escalator Design/Build," to CICO-R&W, a Joint 
Venture, at a cost of $1,090,426; authorize a 10% contingency for possible Type 1 contract 
modifications; and authorize the Executive Director to accept the work once it is complete. 



Prepared by: Cliff Jarrard 

Chief Harbor Engineer 



I:\wp51agd-2616.cj 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-93 



D 



WHEREAS, on May 14, 1996, the Commission authorized staff to advenise for bids on 
Contract No. 2616, "Pier 35 Passenger Terminal Elevator/Escalator 
Design/Build" contract; and 

WHEREAS, the work consists of furnishing all labor, equipment and materials, and 
performing all the incidental work necessary to prepare fmal construction 
documents and construct the Pier 35 Passenger Terminal Elevator/Escalator 
Project; and 

WHEREAS, staff has reviewed the bid documents and determined that everything is in 
order; and 

WHEREAS, the Human Rights Commission has reviewed the bid documents and 
determined that all MBE/WBE goals have been met as stated in the contract 
documents; and 

WHEREAS, the project will be funded by the Port; now, therefore be it 



RESOLVED, that the San Francisco Port Commission hereby authorizes staff to award 
Construction Contract No. 2616 "Pier 35 Passenger Terminal 
Elevator/Escalator Design/Build," to CICO-R&W, a Joint Venture, at a cost 
of $1,090,426; authorize a 10% contingency for possible Tn^dc 1 contract 
modifications; and authorize the Executive Director to accept the work once 
it is complete. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of September 10, 1996 



) 



Secretary 



I:\wp51agd-2616.cj 



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PORT OF SAN FRANCISCO 




MEMORANDUM 



Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 41 5 274 0528 

Cable SFPORTCOMM 

Writer 



September 4, 1996 



TO: 



MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



) 



FROM: 



SUBJECT: 




Dennis P. Bouey 
Executive Director 



Professional Services Contract No. SA 3920019, "Asbestos Abatement Oversight and 
Consultation Services," with Galson Corporation, approval to authorize the execution 
of Phase 4 of the original contract for the consulting services relating to asbestos 
abatement on the Pier 48 earthquake repair project. 



) 



DIRECTOR'S RECOMMENDATION: AUTHORIZE STAFF TO INITIATE PHASE 4 OF 
CONTRACT NO. 3920019 WITH GALSON CORPORATION FOR $13,915. 

On May 27, 1992, the Commission approved the award of the professional services contract for 
asbestos abatement consulting services to Galson Corporation. The contract scope was divided into 
four (4) phases of services for die Ferry BuildingAVorld Trade Center, Pier 70 Building 111, and for 
"as needed" Port facilities. Only Phase 1 for $98,500 was executed at the time of award because 
funds for the other phases were not then available. Descriptions of these phases are as follows: 

PHASE 1 : Prepare specifications and oversee the asbestos abatement work required by 

the repair of earthquake damage to the Ferry BuildingAVorld Trade Center. 

PHASE 2: Prepare specifications and oversee the asbestos abatement work required by 
the repair of earthquake damage to Building 111, Pier 70. 

On August 9, 1994, the Commission approved the execution of Phase 2 work 
for the consultant to perform asbestos abatement services for the Pier 70, 
Building 111, Earthquake Repair and Mitigation Project, for $35,810. 



THIS PRINT COVERS CALENDAR ITEM NO. 6B 



I:\wp51\agd-gals.cj 



Page 2 



■•^ 



PHASE 3: Prepare specifications and provide abatement oversight services for asbestos 
abatement work at the Ferry BuildingAVorld Trade Center. 

On November 21, 1994, the Commission approved the execution of a portion 
of the Phase 3 work for the consultant to assess the asbestos conditions of the 
existing Ferry Building boiler room at a cost of $3,000. On January 9, 1996, 
the Commission approved the award of an additional portion of Phase 3 
work, including preparation of contract documents and construction oversight 
for the installation of a new boiler room and new shearwalls mthin the Ferry 
Building. The cost of this work was $30,000. 

PHASE 4: Prepare as-needed specifications and provide oversight services for ongoing 
asbestos abatement activity at other facilities which includes emergency 
asbestos abatement work on steam pipe leaks, asbestos spills, and damage to 
thermal system insulation or fireproofmg. 



) 



Staff recommends that authorization be given to execute Phase 4 work which will consist of 
preparation of contract documents and all construction oversight for asbestos abatement services on 
the Pier 48 Earthquake Repair Project. This project is for the seismic repairs to the Pier 48 shed 
strucmres damaged during the 1989 Loma Prieta Earthquake. The work is scheduled to commence 
in November, 1996 and is scheduled for completion in May, 1997. The cost of this consulting work 
is $13,915 and is fully funded by FEMA/OES. 

Including Phase 4, the total cost of all four (4) phases of this consulting contract is $181,225. 
Approval of Phase 4 will close out this contract. 



Prepared by: Cliff Jarrard 



Chief Harbor Engineer 



) 



I:\wp51\agd-gals.cj 



) 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-94 



WHEREAS, the Commission previously approved the award of the professional services 
contract for asbestos abatement oversight consultant services to Galson 
Corporation; and 

WHEREAS, the contract's scope of services was divided into four phases: Phase L Phase 
2, Phase 3 and Phase 4; and 

WHEREAS, previously, three phases of work have been executed as funds became 
available; and 

WHEREAS, FEMA/OES funding is available for the Pier 48 earthquake repair project; 
now therefore be it 

RESOLVED, that the Commission hereby authorizes staff to execute Phase 4 of Contract 

SA 3920019 to Galson Corporation for $13,915 to prepare contract documents 

^ and provide construction oversight services for the Pier 48 earthquake repair 

project. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of September 10, 1996. 



Secretary 



I:\wp51\agd-gals.cj 



f" CITY & COUNTY OFJS AN FRANCISCO 

^^ PORT COMMISSION 

^ ' DOCUMENTS DEP^ 

1 , MINUTES OF THE MEETING 

,0/^(0 '' SEPTEMBER 10, 1996 ,j> SEP 3 1996 

SAN FRANCISCO 

1. ROLL CALL PUBLIC LIBRARY 

The meeting was called to order by Commission President Michael Hardeman at 4:11 
p.m. The following Commissioners were present: Michael Hardeman, Frankie Lee and 
Denise McCarthy. Commissioners Cook and Herman were not present. 

2. APPROVAL OF MINUTES - August 27, 1996 

ACTION: Commissioner Lee moved approval; Commissioner McCarthy seconded the 
motion. All of the Commissioners were in favor; the minutes of the meeting 
were adopted. 

3. EXECUTIVE 

A. Executive Dkector's Report: Mr. Bouey reported the following: 

1) Forward Rate Agreement - at the last meeting, the Commission approved a 
revision to the Forward Rate Agreement. Staff has received an acceptable bid of 
6.1%. The maximum interest that the Port can receive is 5-3/4% . The bidder 
will capture the difference between 5-3/4% to 6.1 % until the year 2004. The 
Port is assured that it will receive the maximum interest for its bond reserve fund 
through the year 2004. 

2) Draft General Management Plan for S.F. Maritime National Historic Park 

The Port recently joined members of the Fisherman's Wharf community to testify- 
before the Advisory Commission of the San Francisco Maritime National Historic 
Park in support of the long-awaited Draft General Management Plan. 

Port staff believes the preferred alternative in this Plan provides the most realistic 
planning and development framework for the Park's facilities, including the 
historic vessels, the Hyde Street Pier and the Hasllet Warehouse. 

Staff also believes it will assist our mutual efforts to ensure the compatibility of 
cultural, recreational and visitor oriented uses with the commercial fishing 
industry, including the Port's new Hyde Street Fishing Harbor. 

Port staff will submit written comments based on our staff's detailed review of 
the General Management Plan to the Park Superintendent by September 27. 



M091096.igq -1- 



3) Serpac: The Port and Seq)ac have reached an agreement and a contract will be 
signed in the next week. The Serpac consortium is made up of three lines: 
Chilean, Grancolombiana and Columbus Lines. They used to call at Pier 96 but 
left ten months ago for Oakland. Staff believes that this is the first dividend of 
the Port's refocused maritime strategy. The Port's market is in the niche market 
with breakbulk, non-intermodal container and project cargo. 

The first Serpac ship is tentatively scheduled to arrive at the Port on October 2. 
The week after, staff plans to throw a small reception for Serpac and its cargo 
shippers to carry forth our message that the Port of San Francisco is a hospitable 
place to do business. Staff has had long discussions with SSA and indicated that 
our marketing role is enhanced when we deliver first-class service. Staff will 
ensure that Serpac receives the best quality service as the Port considers them its 
breakthrough customer. As the Commission is aware, staff is also in discussions 
with several other companies and hope that Serpac 's arrival will pave the way for 
other customers to come to San Francisco. 

He credited Jill Simpson for her persistent efforts in bringing the Serpac 
Consortium to the Port of San Francisco. The Port owes a great deal of gratitude 
to Ms. Simpson for her efforts and hard work. 

4. LEGISLATIVE 

5. TENANT & MARITEVIE SERVICES 

A . Approval of percentage rental adjustment for Aliotn's #8 and Alioto Fxpo Re.staurants 
at Fisherm an's Wharf. (R esolution No. 96-69) 

Mr. Bouey stated that in 1970, the Port entered into a number of 66 year Fisherman's 
Wharf restaurant leases. Under the terms of these leases, the percentage rents may be 
reset every 25 years. The first adjustment of these leases was to take place on May 1, 
1995. 

On February 27 and April 9, 1996, the Port Commission approved adjustments for all 
of these leases except for two ~ Alioto's No. 8 and Alioto's Exposition. 

The primary issue of contention was what percentage rent should be applicable to the 
small parking lot on the premises of the Exposition. The percentage rent to be paid 
on this lot would also be extended to an adjacent lot rented by the Alioto's on a 
month-to-month basis. 

Staff recommends that for both leases, the percentage rent for food be increased from 
5% to 6.5%. The beverage remains the same at 6.5%. All other items be increased 
from 6.5% to 8.5%. 

For parking, the percentage rent would be 30% on gross sales after deducting parking 
taxes actually paid, provided that if the Port terminates the month-to-month tenancy, 

M091096.igq -2- 



Alioto's shall have the right to seek a redetermination by the Port of the parking 
percentage rent for the remaining parking lot. In no event will the percentage rent be 
more than 25 % . 

All of these rates are retroactive in full to May 1, 1995 with the exception of the 
parking lot wherein the Alioto's are only liable for 50% plus $5,000 of the amount 
due based on the new rate as of May 1, 1995. 

He mentioned that he's happy to bring these negotiations to a conclusion. A new 
substitute resolution which removes the term "of gross sales" in all of the "resolves" 
except for the parking, which is 30% of gross sales after deducting parking taxes that 
are actually paid. 

Commissioner Lee commended staff for the successful conclusion of the negotiation. 

ACTION: Commissioner Lee moved approval; Commissioner McCarthy seconded 
the motion. All of the Commissioners were in favor; the resolution was 
adopted. 

B. Approval for the Executive Director to enter into an Kntry Permit with Kajima 
Internationa l for Environment al and Engineering In vestigations and Amendment of 
the Indemnity Agreement with China Ra sin Ballp ark Company ("Giants"). 
(Pesolution No. 96-91) THTS TTEM WAS PTJT OVER 

C. Consent to License Agreemen t between the S an Erancisco Red evelopment Agency and 
Oriental W arehouse Associates for installation of a f orced main sewer line located 
under Delance y Stree t, betwee n Brannan Street and t he Embarcadero. (Resolution 
No. 96-92) 

Mr. Bouey stated the Oriental Warehouse Associates needs to build a forced main 
sewer line that will have to pass through land owned by the Port but currently leased 
to the Agency. For the Agency to issue a license to install the forced main sewer 
line, permission from the Port is needed. The package outlines the details of the 
license but it does not materially affect the operation or the mission of the Port. 

Commissioner Lee inquired about the status of the Oriental Warehouse project. Mr. 
Mike Gray, Reliance Development Group, developer of the Oriental Warehouse 
stated that they commenced construction a year ago. The first phase should be 
completed this month; the second phase next month and the final phase in December. 
The models are opening on Sunday. 

ACTION: Commissioner McCarthy moved approval; Commissioner Lee seconded 
the motion. All of the Commissioners were present; the resolution was 
adopted. 

6. FACILITffiS & OPERATIONS 



M091096.igq 



A. Anthoriyatinn to award Contract No. 2616. "Pier 35, Escalatoi/Ekyator 
Design/Riiild," to CTCO-R&W, a Toint Vennire. (Resolution No. 96-93') 

Mr. Bouey stated that the Commission previously authorized the bid for this contract. 
The current cruise terminal, for a number of reasons, does not put San Francisco's 
best foot forward. Given a dream world, we would build a new one. Staff instead 
looked at what would best serve the clientele using the facility and requests the 
Commission to award the contract for the installation of two new escalators, 
installation of a new passenger elevator, installation of modifications and additions to 
the existing fire suppression systems, installation of modifications and additions to the 
existing power and general and emergency lighting systems and installation of 
architectural finishes, new exit stairs, doors and windows along the passengers' path- 
of-travel. The low bid is that of a joint venture, which is 51 % MBE and 49% non- 
MBE. 

In response to Commissioner Lee's inquiry about the project's completion date, Mr. 
Bouey replied that the project's estimated completion date is April 1997. 

Commissioner McCarthy inquired if staff reviews the low bidder's previous work. 
She noticed a fan: amount of discrepancy in some of the bid prices. Mr. Bouey 
replied that staff does review the bidders previous work experience. He added that on 
contracts with unit pricing, tremendous variances between contractors on bid items 
often occur. It's a matter of contractors trying to guess how a project may go wrong 
so they can capitalize on it. 

ACTION: Commissioner Lee moved approval; Commissioner McCarthy seconded 
the motion. All of the Commissioners were present; the resolution was 
adopted. 

B. A pproval to authorize the executio n of Phase 4 of the Professional Service 
No. SA 39 2QQ19, "Asbestos Abat ement Oversight and Consultation Services,' 
Galson CorporatiQn^aL:Eierj4a.._(Re^QkLtiQJLRa^6.z94X 

Mr. Bouey stated that this is the fourth and final phase of this contract, which consists 
of preparation of contract documents and construction oversight for asbestos services 
on Pier 48 Building 111 at Pier 70. 

ACTION: Commissioner Lee moved approval; Commissioner McCarthy seconded 
the motion. All of the Commissioners were present; the resolution was 
adopted. 

7. PLANNING & DEVELOPMENT 

8. ADMINISTRATION 

9. CONSENT CALENDAR 



M091096.igq 



10. NEW BUSINESS / PUBLIC COMMENT 

The Commission complimented Jill Simpson for her efforts in persuading the Serpac 
Consortium to call at the Port of San Francisco. The Commission also complimented the 
Executive Director and staff involved in the successful negotiation of the Alioto lease. 

11. EXECUTIVE SESSION 

At 4:30 p.m., the Commission Secretary announced that the Commission will withdraw to 
executive session to discuss the following: 

A. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - Thh session is 
closed to any non-City /Port representative. * 

1) Property: Port property located at Berry Street and Second Street (China Basin). 
Person Negotiating: Port representative: Dennis P. Bouey, Executive Director 
*San Francisco Giants Representative: Larry Baer, Vice President 

Under Negotiation: Price Terms of Payment /_ Both 

At 5:15 p.m., Commissioners Hardeman, Lee and McCarthy returned from executive 
session and convened in public session. 

ACTION: Commissioner Lee moved approval to not disclose any information 

discussed in the executive session; Commissioner McCarthy seconded 
the motion. All of the Commissioners were in favor. 

The meeting was adjourned at 5:17 p.m. 



M091096.igq "5" 



SAN FRANCISCO 
• PORT COMMISSION 

^r REGULAR MEETING . 

^' 4:00 P.M., TUESDAY, SEPTEM BER 24, 1996 
)fA FERRY BUILDING, SUITE 3100 
SAN FRANCISCO, CALIFORNIA 



1. ROLL CALL 



AGENDA 



SEP 2 01996 

SAN FRANCiSCO 
PUBLIC LIBRARY 



2. APPROVAL OF MINUTES - September 10, 1996 

3. EXECUTIVE 

A. Executive Director's Report 

4. LEGISLATIVE 

5. TENANT & MARITIME SERVICES 



A. Approval of the Serpac Consortium Marine Terminal Agreements at Pier 94/96. 
(Resolution No. 96-98) 

B. Amendment to Resolution No. 96-33 for Authorization to Issue Amendments to the 
Request for Proposals document ("RFP") to lease Mission Rock Resort Restaurant 
located at 817 Terry Francois Boulevard. (Amended Resolution No. 96-33) 

6. FACILITIES & OPERATIONS 



A. Public Hearing on the intention of the Port of San Francisco to issue permits to 
relocate and install J.C. Decaux Public Service/ Advertising Kiosks from Hyde and 
Jefferson Streets to mid-block Jefferson between Hyde and Leavenworth and from 
Mason and Jefferson Streets to north side, mid-block Jefferson between Mason and 
Taylor. (Resolution No. 96-97) 

B. Authorization to award Construction Contract No. 2594, "Ferry Building Seismic 
Repair Stage II," to CICO-R&W, a Joint Venture. (Resolution No. 96-100) 

C. Authorize staff to issue a Request for Proposals (RFP) for design of improvements for 
a new maintenance facility and, in the alternative, authorize the Executive Director in 
his discretion to seek authorization from the Board of Supervisors for use of a 
negotiated "best value" procurement methodology so as to be able to issue a Request 
for Proposals for a design/build contract. (Resolution No. 96-101) 



A092496.igq 



7. PLANNING & DEVELOPMENT 

A. Approval of contract amendment for the Duffey Company for additional analysis to 
complete the Environmental Impact Report for the Hyde Street Fishing Harbor. 
(Resolution No. 96-95) 

8. ADMINISTRATION 

A. Approval of resolution designating the Executive Director to serve as the Port 
Commission's Official Spokesperson to the Investment Community (Resolution 
No. 96-99) 

9. CONSENT CALENDAR 

10. NEW BUSINESS / PUBLIC COMMENT 

11. EXECUTIVE SESSION 

A. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This session is 
closed to any non-City /Port representative. * 

1) Property: Port property located at Berry Street and Second Street (China Basin). 
Person Negotiating: Port representative: Dennis P. Bouey, Executive Director 
*San Francisco Giants Representative: Larry Baer, Executive Vice President 

Under Negotiation: Price Terms of Payment / Both 

An executive session has been calendared to discuss real property negotiations 
between the Port and San Francisco Giants, regarding the proposed ballpark. 
This is specifically authorized under California Government Code Section 
54956.8. 

B. Vote in open session on whether to disclose Executive Session discussions (S.F. 
Admin. Code Sec. 67.14) 

12. ADJOURNMENT 

Public comment is permitted on any matter within Port jurisdiction, and is not limited to agenda 
items. Pu blic comment on non-agenda items may be raised during New Business/Public 
Comment. Please fill out a speaker card and hand it to the Commission Secretary. 



A092496.igq 



-2- 



PORT OF SAN FRANCISCO 



TO: 



FROM: 



MEMORANDUM 



September 16, 1996 



MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



Dennis P. Bouey 
Executive Director 



(jU<J t-D<^ 06 




Ferry Building 

San Francisco. CA 94111 

Telephone 415 274 0400 

Telex 275940 PSFUR 

Fax 41 5 274 0528 

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SUBJECT: APPROVAL OF THE SERPAC CONSORTIUM MARINE 
TERMINAL AGREEMENTS 

DIRECTOR'S RECOMMENDATION: APPROVE THE THREE 5-YEAR MARINE 
TERMINAL AGREEMENTS WITH COMPANL\ SUD AMERICANA DE VAPORES, 
FLOTA MERCANTE GRANCOLOMBL\NA, AND COLUMBUS LINE JOINTLY 
KNOWN AS THE SERPAC CONSORTIUM AT PIER 94/96. 



The Port has concluded negotiations for three Five-year Marine Terminal Agreements 
with Compania Sud- Americana De Vapores (CSAV), Columbus Line, Flota Mercante 
Grancolombiana, S.A. (FMG) which will become effective on October 1, 1996. Their 
first vessel call is expected on October 2, 1996. 

The three carriers provide a joint service to and from South America, loading their 
respective customer's cargo onto each others' ships. This joint service is called the 
Serpac Consortium. Serpac vessels are expected to make bi-weekly calls. Pon staff have 
negotiated individual agreements with each carrier. Material provisions include the 
following: (i) five year term, with the ability of either party to terminate as of each 
anniversary date; (ii) reduced wharfage and dockage rates based on the total combined 
volume of the Serpac Consortium; (iii) nomination of Pier 94/96 as their regular published 
Bay Area port of call, and (iv) one month's free wharfage as an early signing bonus for 
signing a Letter of Intent on August 31, 1996. 

THIS PRINT COVERS CALENDAR ITEM NO. 5A 



MEMBERS, PORT COMMISSION 
Page 2 



Estimated annual revenue for the combined agreements is approximately $400,000 from 
wharfage, dockage, and crane rental. A copy of one of the agreements is attached hereto. 



Prepared by: Lewis Wiseman, Director Tenant and Maritime Services 



f 



PORT OF SAN FRANCISCO 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96.^ 



WHEREAS. 



WHEREAS, 



Compania Sud- Americana de Vapores (CSAV), Columbus Line 
and Flota Mercante Grancolombiana, S.A. (FMG), collectively 
known as the Serpac Consortium, desire to enter into a Marine 
Terminal Agreement with the Port, for use of Port's marine 
facilities; and 

said agreements grant the individual Serpac members reduced 
dockage and wharfage charges based on the total Serpac annual 
volume in return for the utilization of the Carriers of Pier 94/96 as 
their regularly scheduled Northern California port of call; now, 
therefore, be it 



RESOLVED, 



f 



RESOLVED, 



that the San Francisco Port Commission approves the Marine 
Terminal Agreement with Compania Sud Americana de Vapores, 
the Marine Terminal Agreement with Columbus Line, and the 
Marine Terminal Agreement with Flota Mercante Grancolombiana, 
in substantially the form of which is on file with the Secretary of 
the Port Commission for this agenda item; and be it farther 

that the San Francisco Port Commission authorizes the Executive 
Director to: (i) enter into the agreements; (ii) make any necessary 
refinements to the agreements as are approved by the City 
Attorney; and (iii) file the agreements with the Federal Maritime 
Commission; and (iv) take all such further actions as are necessary 
to put the agreements into effect. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission 
at its meeting of September 24, 1996. 



I 



Secretary 



CITY AND COUNTY OF SAN FRANCISCO 
Willie L. Brown, Jr. , Mayor 



MARINE TERMINAL AGREEMENT 

BETWEEN 

COMPANIA SUD-AMERICANA DE VAPORES, S.A. (CSAV) 

SERPAC SERVICE 

AND 

THE CITY AND COUNTY OF SAN FRANCISCO, 

A MUNICIPAL CORPORATION, ACTING BY AND THROUGH 

THE SAN FRANCISCO PORT COMMISSION 

DATED 

September 24. 1996 



SAN FRANCISCO PORT COMMISSION 

MIKE HARDEMAN, PRESIDENT 

FRANKEG. LEE, VICE PRESIDENT 

JAMES R. HERMAN, COMMISSIONER 

DENisE McCarthy, commissioner 

PRESTON COOK, COMMISSIONER 



DENNIS P. BOUEY (n> (r\ \^fW7 

EXECUTIVE DIRECTOR ^^ '4J/ J ]J 



MARINE TERMINAL AGREEMENT 

This non-exclusive Marine Terminal Agreement (the "Agreement") is entered into as of 

this day of , 1996 by and between the City and County of San Francisco, a 

municipal corporation ("City"), acting by and through the San Francisco Port Commission 
("Port") and Compania Sud-Americana de Vapores, S.A. (CSAV) Serpac Service, a Chilean 
Corporation ("Carrier"). 

WITNESSETH 

WHEREAS, City owns certain property located in the City and County of San Francisco 
pursuant to an act of the legislamre of the State of California commonly known as the "Bunon 
Act" (Stamtes 1968, Chapter 1333); and 

WHEREAS, Pursuant to the Burton Act and the City's Charter, Pon exercises 
jurisdiction and control over said property; and 

WHEREAS, Carrier wishes to use a portion of said property which has been improved 
with a marine terminal for the purpose of moving waterbome cargo through the Port; and 

WHEREAS, Port desires to have Carrier use the property for said uses, with said uses 
being consistent with the public trusts upon which the property is held; 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth 
herein, Port and Carrier agree as follows: 



ARTICLE I. CARRIER'S TERMINAL RIGHTS 

Section 1.01 Right to Use Facilities 

Carrier shall have a non-exclusive right to use South Container Terminal, located at the 
Port of San Francisco in the City and County of San Francisco (the "Facilities") for the purposes 
set forth in Article HI of this Agreement. 

Section 1.02 Right to Transfer 

It is understood and agreed that Carrier and Port shall have the risht during the term of 
this Agreement to transfer its rights and obligations under this Agreement to any of the Pon's 
other container terminals. If Carrier or Port wishes to transfer its rights and obligations under 
this Agreement, it shall provide not less than 60 days' prior written notice to the other Party. No 
transfer shall be effective without the written consent of the Executive Director of the Port, which 
consent shall not be unreasonably withheld. In addition, any transfer agreement shall be embodied 
in an amendment to this Agreement which shall not be effective until filed with the Federal 
Maritime Commission and deemed effective under the Shipping Act of 1984. It is understood and 

Page 1 



agreed that the Executive Director will not be deemed unreasonable in withholding consent to a 
transfer of Carrier's rights hereunder if the proposed transfer would adversely affect Port revenues 
or create congestion problems for the Port. 

It is further understood that if in such event the transfer involves a different terminal 
operator than the operator listed under section 5.01 under this Agreement, Carrier shall use its 
best efforts in good faith to negotiate new terminal services arrangements with the terminal 
operator at the facility and if Carrier after such best efforts is reasonably unable to complete such 
terminal services arrangements, Carrier may terminate this Agreement on no less than sixty (60) 
days' prior written notice to the Port. 

ARTICLE n. TERM 

Section 2.01 Commencement of Term 

The term of this Agreement shall commence on the first day of the month immediately 
following the occurrence of aU of the following events (the "Commencement Date"): 

(a) The filing with and approval of this Agreement by tlie Federal Maritime 
Commission, or effectiveness without approval pursuant to the Shipping Act of 1984, or a ruling 
by the Federal Maritime Commission that such approval is not required; and 

(b) Approval of this Agreement by the San Francisco Port Commission. 

Port will notify Carrier of the Commencement Date in writing when aU of the approvals 
set forth above have been obtained. 

Section 2.02 Term Termination 

This Agreement shall terminate five years from the Commencement Date, unless 
terminated earlier as provided for herein. 



ARTICLE m. USE OF THE FACILITIES 

Section 3.01 Permitted Uses 

Carrier shall use the Facilities as its published regularly scheduled Northern California 
port of call for the berthing of Carrier's vessels and the loading and discharging of cargoes 
therefrom and operations ancillary thereto, and for no other purposes. 

ARTICLE IV. COMPENSATION 
Section 4.01 When Tariff Provisions Applv 

Page 2 



Except as expressly set forth in Section 4.02 below, the provisions of San Francisco Port 
Commission Tariff No. 4-C, publishing rules and regulations and rates and charges for wharfinger 
services at property used as marine terminals at the Port of San Francisco, and amendments and 
subsequent reissues thereof (collectively, "Tariff"), shall apply to Carrier's use of the Facilities 
pursuant to this Agreement. Carrier agrees to be bound by and comply with the provisions of the 
Tariff. 



Section 4.02 Fees for Use 

As consideration to Carrier for the use of the Facilities as Carrier's regularly scheduled 
Northern California pon of call and for the additional cargoes handled at the facility by fellow 
SERPAC carriers, herein defined, the followmg provisions shall govern the amount of dockage 
and wharfage due to Pon from Carrier as a result of Carrier's use of the Facilities. For the 
Purposes of this Section 4.02, the combined container, cargoes of Company, Columbus Lines, Inc. 
A German Corporation, Companina Sud- Americana de Vapores, a Chilean Corporation, and Rota 
Mercante Grancolombiana, a Colombian Corporation, collectively doing business as '"SERPAC" 
under the cooperative working agreement filed with the Federal Maritime Commission as FMC 
03-011298, as amended, shall apply to the Wharfage Rate Schedule described in 4.02 (b), below. 

The Parties agree that other line(s) which may enter into an FMC-filed cooperative 
working agreement with the SERPAC carriers, as defined above, may enjoy the privileges of this 
agreement provided that such line(s) execute a Marine Terminal Agreement with the Port of San 
Francisco. 

(a) Dockage: 

Carrier shall pay 60% of the applicable tariff on dockage charges which would 
otherwise be due to Pon pursuant to the provisions of the Tariff. 

(b) Wharfage/Full Containers: 

Wharfage on fall containers shall be paid by Carrier according to the following 
schedule, base on annual throughput volume per twelve-month Contract Year (as hereinafter 
defined) of this Agreement: 

Wharfage Rate 

$45.00 per Unit for the first 5,999 Units per contract year 

S35.0O per Unit for each additional Unit over 5,999 per contract year 

(c) Wharfage on empty containers will be $0.00 



Page 3 



(d) Wharfage/Breakbulk: 

Carrier shall pay wharfage on breakbulk cargo at a rate of $3.09 per revenue ton, 
as freighted and $2.40 per 1000 kgs for all project cargoes. 

(e) Free Time will be granted to the carriers as listed below. It is agreed that this free 
time is subject to approval of the carriers and will not be granted by the Port to any third party 
doing business with SERPAC without prior approval. 

General Cargo 45 days 

Coffee 60 days 

Project cargoes 60 days 

(f) If this contract or a letter of intent is signed by August 31 , 1996 the Port of San 
Francisco agrees to waive the wharfage charges for the first month of operation. 

(g) Equalization - Carrier may deduct from wharfage payments equalization paid in 
accordance with the provisions of Carrier's FMC tariff, with respect to East- Bay cargo 
delivered to or from San Francisco by truck. Documentation supporting the payment of oUch 
equalization must be submitted with the wharfage statement for the vessel to which subject 
cargo has been loaded and the amount of equalization deducted shall not exceed S20.00 per 
unit and shall not exceed 50% of total annual units of the Serpac Consortium. 

For the purposes of this section, a "Contract Year" shall commence on each October 
1 and shall end on September 30 of the following year. Notwithstanding the Commencement 
Date, the furst Contract Year of this Agreement shall be from October 1 . 1996 to September 
30, 1997. 

Section 4.03 Rate Adjustments 

Rates stated in Section 4.02 will be guaranteed for the life of the contract. 

Section 4.04 Calculation of Initial Fees 

Within ninety days after the Commencement Date, Port and Carrier shall mumally 
determine the fees due the Port under Section 4.02 above, calculated as if this Agreement had 
commenced on October 1. 1996. Any amount that Carrier paid Port which exceeds the amount 
which would have been charged under the preceding sentence will be refunded to Carrier after 
the Commencement Date. 



ARTICLE V. MANAGEMENT OF FACILITIES 
Section 5.01 Management Agreement 

Page 4 



Carrier acknowledges and agrees that as of the Commencement Date, the 
responsibility of managing the Facilities has been assigned by Port to Stevedoring Services of 
America ("S.S.A" or "Management Contractor"), pursuant to that certain Management 
Agreement between S.S.A. and Port dated September 1993. 



ARTICLE VI. TERMINATION 

Section 6.01 Termination bv Governmental Action 

In the event the United States of America or the State of California, or any other 
governmental authority, shall, by condemnation or otherwise, take title, possession or the right 
to possession of the Facilities, or any part thereof, Port may, at its option, and, if the taking 
has substantially impaired Carrier's use of the Facilities, Carrier may, at its option, terminate 
this Agreement as of the date of such taking, and all further obligations of the parties shall 
end, except as to liabilities which shall have accrued prior to the date of taking. 

Section 6.02 Termination by Judicial Action 

In the event any court having jurisdiction over the subject matter of this Agreement 
shall render a decision which has become final and which will prevent the performance by 
Carrier or Port of their obligations hereunder, then either party may terminate this Agreement 
upon thirty (30) days written notice, and all rights and obligations hereunder (with the 
exception of any undischarged rights and obligations that accrued prior to the effective date of . 
termination) shall thereupon terminate. 

Section 6.03 Right of Termination 

Carrier and Port shall have the right to terminate this Agreement without penalty 
effective on October 1, 1997 and on each October 1 thereafter throughout the Term (each 
"Termination Date"). Carrier or Port must Exercise such termination right by deliverixig 
written notice of termination from or to Port or Carrier at least sixty (60) days prior to the 
Termination Date upon which Carrier or Port desires to terminate. In the event Carrier fails 
to give timely notice. Carrier may not terminate this agreement until the following 
Termination Date with proper notice as set forth herein. 

Section 6.04 Termination in Event of Change in Serpac Agreement 

The Parties agree that in the event that Carrier or SERPAC enters into a Federal 
Maritime Commission-filed space sharing agreement with another carrier or carriers which 
have contract(s) in San Francisco or should a carrier of SERPAC resign to the SERPAC 
agreement or SERPAC agreement be terminated, then carrier will be relieved of further 
obligations under this Agreement without penalty and with immediate effect. 



Page 5 



Section 6.05 Termination bv Resignation of Terminal Contractor 

In the event Management Contractor, as defined in Section 5.01, gives Pon notice of 
its intention to cease operations at the Port, Port shall make its best effort to negoiiare an 
agreement with a new manasement contractor. In the event Port is unable to successfullv 
conclude such an agreement within sixty (60) days after receiving such notice from 
Management Contractor, the Port may, at its option, terminate this Agreement upon thirty (30) 
days prior written notice to Carrier, and all rights and obligations hereunder (with the 
exception of any undischarged rights and obligations that accrue prior to the effective date of 
termination) shall thereupon terminate. 

It is further understood that if in such event a new management contractor is 
appointed other than defmed in Section 5.01 under this agreement, Carrier shall use its best 
efforts in good faith to negotiate new terminal services arrangements with the new 
management contractor and if Carrier after such best efforts is reasonably unable to complete 
such terminal services arrangements. Carrier may terminate this Agreement on net less than 
sixty (60) days' prior written notice to the Port. 

ARTICLE Vn. MISCELLANEOUS PROVISIONS 

Section 7.01 Taxes 

A possessory interest subject to property taxation may be created by this Agreement, 
and it is understood by the Carrier and the Port that the Port of San Francisco wili be 
responsible for the payment of property taxes levied on such possessory interest. The Carrier 
wUl not be billed by the Port or be responsible for payment of the possessory interest. Carrier 
agrees to provide to Port all information requested by Port for tax purposes, including but not 
limited to the information described in California Revenue and Taxation Code Section 480.5. 

Section 7.02 Books and Records 

Carrier shall keep fuU and accurate books, records and accounts relating to all its 
operations upon the Facilities, including without limitation, the tonnage of reveni.:e cargo 
handled, vessel occupancy of the berths and containers handled. Port shall have ±e right and 
privilege through its representatives and at all reasonable times to inspect such bc-oks. records 
and' accounts. If such books, records and accounts are not kept and maintained vsiihin a 
25-mile radius of the City and County of San Francisco, Carrier shall make such bocks. 
records and accounts available for inspection within said 25-mile radius. 

Section 7.03 Nondiscrimination 

Carrier shall not, in the use of the Facilities, discriminate against any person or group 
of persons because of race, color, creed, national origin, ancestry, age, sex, sexual 
orientation, disability or acquired immune deficiency syndrome (AIDS) or AJDS-related 
condition (ARC). The provisions of Chapters 12B and 12C of the San Francisco 
Administrative Code, relating to nondiscrimination by parties contracting with the City and 

Page 6 



County of San Francisco, are incorporated herein by this reference and made a part hereof as 
though fully set forth herein. Carrier agrees to comply with all provisions of Chapters 12B 
and 12C of the San Francisco Administrative Code which apply to Carrier's use of the 
Facilities pursuant to this Agreement. 

Section 7.04 Hazardous Materials. Etc. 

In addition to provisions in the Tariff governing discharge of oil upon navigable waters 
(Item 113) and explosives and other hazardous and dangerous cargo (Item 117), Carrier will 
comply with the labeling, packaging, storage and documentation requirements for hazardous 
materials contained in Title 49, Code of Federal Regulations Parts 100-195, United States 
Department of Transportation Regulations and the marine pollution regulations contained in Title 
33, Code of Federal Regulations Parts 151-157, Navigation and Navigable Waters. The 
references to certain laws and regulations set forth above shaU apply to any modification, re-issues 
or amendments to said laws or regulations. In addition, Carrier will report immediately all 
accidents involving spills of corrosives, explosives or other flammable or dangerous cargoes to 
the appropriate federal, state, local and Port authorities. As used in this Agreement, "hazardous 
materials" shall mean any substance, waste or material which has been determined by any state, 
federal or local government authority to be a hazardous or toxic substance or material including 
without limitation, any hazardous substance as defined in Section 101 (14) of CERCLA (42 USC 
Section 9601 (14)) or Section 25281 or 25316 of the California Health and Safety Code, and any 
hazardous material as defined in Section 25501 of the California Health and Safety Code, and any 
additional substances or materials which at such time are classified or considered to be hazardous 
or toxic under any federal, state or local law, regulation or other exercise of governmental 
authority. If the presence of any hazardous material on the Facilities caused or permitted by 
Carrier results in any contamination of the Facilities, Carrier, at its sole expense, shall promptly 
take all action that is necessary to return the Facilities to the condition existing prior to the 
introduction of such hazardous material onto the Facilities; provided that Port approval of such 
actions shall first be obtained, which approval shall not unreasonably withheld as long as such 
actions could not potentially have any material adverse effect upon the Facilities. Carrier's 
obligations hereunder shall survive the termination of this Agreement. 



Section 7.05 Exculpation and Indemnity 

(a) Exculpation . Carrier, as a material part of the consideration 
to be rendered to Port, hereby waives any and all claims against the City and Port, and their 
officers, agents and employees, and agrees to hold Port and City and their officers, agents and 
employees harmless from any claims for damages to goods, wares, goodwill, merchandise, 
equipment or business opportimities and by persons in, upon or about said Facility for any cause 
arising at any time, including all claims arising from the joint or concurrent negligence of Port 
or City, or their officers, agents, or employees, but excluding any intentionally harmful acts 
committed solely by Port or City. 

(b) General Indemnity . Carrier agrees to indemnify, hold 
harmless and defend, the City and Port and their officers, agents and employees, against any and 
all claims, judgments, losses, costs, damages, penalties, fines or liabilities of whatever kind 

Page 7 



(collectively "Claims") arising in any manner out of any injury to or death of any person or 
damage to or destruction of any property occurring in, on, under or about the Facilities, or any 
part thereof, whether to the person or property of Carrier, its employees, agents, consultants, 
contractors, or subcontractors (collectively "Agents"), or third persons, resulting from any use 
or activity of Carrier or its Agents under this Agreement, (ii) any failure by Carrier to faithfully 
observe or perform any of the terms, covenants or conditions of this Agreement, or (iii) the use 
of the Facilities or any activities conducted thereon under this Agreement by Carrier or its Agents; 
except only to the extent of Claims resulting directly from the negligence or willful misconduct 
of the City or Port or cither's authorized representative. 

(c) Toxics Indemnity . Carrier agrees to indemnify, hold 
harmless and defend the City and Port and their officers, agents and employees, from and against 
any and all claims, demands, actions, causes of actions or suit (actual or threatened), losses, costs, 
expenses, obligations, liabilities, or damages, including interest, penalties, diminution in value 
of the facilities, engineering consultant and attorneys' fees of every kind, nature and description, 
(collectively "Toxics Claims") resulting from any Release of a Hazardous Material caused by or 
allowed by Carrier or its agents whether or not the Hazardous Materials at the Facilities were 
present prior to execution of this Agreement; (ii) any requirement of a regulatory agency for 
investigation or remediation of any Hazardous Materials at the Facilities arising out of or in 
connection with the activities under this Agreement; or (iii) any breach of or failure to duly 
perform or observe any term, covenant or agreement in this Agreement to be performed or 
observed by Carrier, including but not limited to, any violation of any Environmental Law; except 
only to the extent of Toxic Claims resulting directly from the negligence or willful misconduct 
of City or Port or cither's authorized representative. "Environmental Laws" means present or 
future any federal, state or local laws, ordinances, regulations or policies relating to Hazardous 
Material (including, without limitation, their use, handling, fransportation, production, disposal, 
discharge or storage) or to health and safety, indusfrial hygiene or environmental conditions in, 
on, under or about the Permit Area, including, without limitation, soil, air, bay water and 
groundwater conditions. 

(d) The foregoing indemnity obligations in paragraph 9(b) and 9(c) shall include 
reasonable attorney's fees, investigation costs and all other reasonable costs and expenses incurred 
by City or Port from the first notice that any Claim or Toxics Claim is or may be made. The 
provisions of this paragraph shall survive termination of this Agreement. 

(e) In addition to Carrier's obligation to indemnify and hold harmless the City 
and Port, Carrier specifically acknowledges and agrees that it has an immediate and independent 
obligation to defend the City and Port from any Claim or Toxics Claim which actually or 
potentially falls within the indemnification provisions of paragraph 9(b) or 9(c), even if the 
allegations are or may be groundless, false or fraudulent. Carrier's obligations to defend shall 
arise at the time such Claim or Toxics Claim is tendered to Permittee by City or Port and shall 
continue at all times thereafter. 

Section 7.06 Compliance with Laws . ■ 

Carrier, at Carrier's expense, shall comply with all laws, ordinances, judicial decisions, 
orders and regulations of federal, state, county and municipal governments and the departments, 
courts, commissions, boards and officers thereof pertaining to Carrier's use of the Facilities in 

Pages 



effect either at the Commencement Date or at any time during the term. 

f Section 7.07 Notices 

Any notice, demand or request provided for or permitted to be given pursuant to this 
Agreement must be in writing and shall be given or served by personal delivery or sent 
prepaid by either: (a) furst-class mail; (b) certified mail with return receipt requested; or (c) 
overnight delivery service. 

Notices shall be addressed as follows: 

To Port: Executive Director 

Port of San Francisco 
Ferry Building, Suite 3100 
San Francisco, CA 94111 

To Carrier: Compania Sud- Americana de Vapores, S. A. 
North American Liner Division 
Sotomayor 50, Valparaiso, Chile 

Section 7.08 Waiver . 

I 

No waiver by either party at any time of any of the terms,, conditions, covenants or 
provisions of this Agreement shall be deemed or taken as a waiver at any time thereafter of the 
same or any other term, condition, covenant or provisions herein contained nor of die strict 
and prompt performance thereof by the party obligated to perform. 

Section 7.09 Applicable Law 

This Agreement shall be governed by the laws of the State of California. 

Section 7.10 Severabilitv 

Should any of the covenants, terms, conditions or provisions set forth in this 
Agreement be held by a court of competent jurisdiction to be illegal or in conflict with any 
applicable law, the validity of the remaining portions or provisions shall not be affected 
thereby. 

Section 7.11 Amendments 

Neither this Agreement nor any of the terms or conditions hereof may be amended, 
modified or waived, except by an instrument in writing signed by both Carrier and Port and 
approved by the Federal Maritime Commission if said approval is required. 

Page 9 



Section 7.12 Assignment 

Carrier shall not assign, convey or otherwise transfer its interest hereunder without 
the prior written consent of Port, which consent may be withheld in Port's sole and absolute 
discretion. 

Section 7.13 Successors 

Subject to the provisions of Section 7.12 above, this Agreement shall be binding upon 
and shall inure to the benefit of the successors and assigns of the Port and Carrier. 

Section 7.14 MacBride Principles-Northern Ireland . 

The City and County of San Francisco urges companies doing business in Northern 
Ireland to move towards resolving employment inequities, and encourages such companies to 
abide by the MacBride Principles. The City and County of San Francisco urges San Francisco 
companies to do business with corporations that abide by the MacBride Principles. 

Section 7.15 Tropical Hardwood Ban . 

The City and County of San Francisco urges Carrier not to import, purchase, obtain, 
or use for any purpose, any tropical hardwood or tropical hardwood product. 
Section 7.16 Tobacco Products Advertising Ban . Carrier acknowledges and agrees that no 
advertising of cigarettes or tobacco products is allowed on any real property owned by or 
under the control of the City. This prohibition includes the placement of the name of a 
company producing, selling or distributing cigarettes or tobacco products or the name of any 
cigarette or tobacco product in any promotion of any event or product. This prohibition does 
not apply to any advertisement sponsored by a state, local or non-profit entity designed to 
communicate the health hazards of cigarettes and tobacco products or to encourage people not 
to smoke or to stop smoking. 

Section 7.1 7 Burma fMyanmar) Business Prohibition. Carrier represents to Pon that Carrier 
is not the government of Burma (Myanmar), that Carrier is not a person or business entity 
organized under the laws of Burma (Myanmar), and that Carrier is not a "prohibited person or 
entity," defined in Section 12J.2.G. of the San Francisco Administrative Code as any person 
or entity designated by the Investor Responsibility Research Center as having investments or 
employees in Burma, or any person or entity that licenses any person or entity organized under 
the laws of Burma (Myanmar) to produce and market its products. Port reserves the right to 
terminate this agreement for default if Carrier violates the terms of this section 7.17. 
II • 



Page 10 



IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day 
and year first written above. 



PORT 



CARRIER: 



CITY AND COUNTY OF SAN FRANCISCO, 

a municipal corporation, acting 
by and through the SAN Francisco 

PORT COMMISSION 



Compania Sud- Americana de Vapores. 
S.A. (CSAV) Serpac Service, a Chilean 
corporation 



By: 

Name: DENNIS P. BOUEY 
Title: Executive Director 

Date Executed: 



by: 

Name: 
Title: 

Date Executed 



APPROVED AS TO FORM: 

LOUISE H. RENNE 
City Attorney 



I have read and understood paragraph 7.14 the City's staiKrd ntyj-pg 
companies doing bmlness in Northern Ireland to more urvrsixs T^soivrng 
employroent inequities, encouraging compliance with the MacSride 
Principles, and urging San Francisco companies to do busiaes "^irh 

corporations that abide by the MacBride Principles. 



By:. 



Deputy City Attorney 



PORT COMMISSION RESOLUTION 



No. 



By: 



Secretary 
PORT COMMISSION 



FMCNo. 



Page 11 



PORT OF SAN FRANCISCO 



TO: 



FROM: 



MEMORANDUM 



September 18, 1996 



MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman. President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



Dennis P. Bouey 
Executive Director 



LU-.J fcm^ V>^ 




Ferry Builcing 

San Francsco. CA 94111 

Telephone 415 274 0400 

Telex 2759-10 PSF UR 

Fax ^115 274 0528 

Cable SFrORTCGMM 

V/riter 



SUBJECT: Amendment to Resolution No. 96-33 for Authorization to Issue Amendments to the 
Request for Proposals Document ("RFP") to Lease Mission Rock Reson Restaurant 
Located at 817 Terry Francois Blvd. 

DIRECTOR'S RECOMMENDATION: AMENT) RESOLUTION TO AUTHORIZE STAFF TO 
ISSUE AMENDMENTS TO THE REQUEST FOR PROPOSALS DOCUMENT C^RFP") TO 
LEASE MISSION ROCK RESORT RESTAURANT 

Backgnmind 

On April 23, 1996 the Port Commission passed Resolution No. 96-33 authorizing staff to offer, 
through a request for proposal (RFP) process, a lease for the Mission Rock Resort Restaurant (located 
at 817 Terry Francois Boulevard) in accordance with the terms set forth in the Memorandum to the 
Port Commission accompanying said Resolution. The RFP was issued on May 13. 1996 and a pre- 
proposal conference was held on June 19, 1996. To date, 63 RFP packages have been purchased. 



Changes Requested 

Due to the issues raised in questions and comments received at the pre-proposal conference 
and submitted subsequently by prospective proposers. Port staff has found it necessar\- to research and 
further clarify several terms and conditions of the RFP. To assure consistency and clarity. Port staff 
desires and is prepared to issue a First Amended RFP document. 

The material provisions of the First Amended RFP include the following: 

(i) extend the deadline for submission of proposals; 

(it) require that the Port will participate in the cost of hazardous materials remediation 
through rent credits (up to a maximum of $50,000), if necessary; 

THIS PRINT COVERS CALENDAR ITEM NO. 5B 



Agenda Item No. 5B 
Page 2 



(iii) eliminate the requirement for the successful proposer to specifically indemnify the 
Port for all hazardous materials remediation; 

(iv) set forth the rem to be charged and rent abatement to be offered if proposers elect to 
re-construct the marina, which is an optional component of the RPP; and 

(v) revise the evaluation and selection process, including the point scoring. 



In order to authorize Pon staff to issue the First Amended RFP, and to allow Pon staff the 
flexibility to issue future amendments to clarify issues or extend deadlines, staff requests the Port 
Commission to amend the original Resolution No. 96-33 to authorize the Executive Director, or his 
designee, to issue amendments as die Executive Director, or his designee, deem necessary. 



Prepared by: Lewis Wiseman, Director, Tenant & Maritime Services 



I 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

AMENDED RESOLUTION NO. _9^^2_ 



WHEREAS, 



WHEREAS, 



Chaner Section B3.581 empowers the Port Commission with the suihority 
and dut\' to use, conduct, operate, maintain, manage, regulate and coEirol the 
lands within Port jurisdiction; and 

restaurant operations generate a significant revenue stream to the Pon and the 
Pon desires to operate its restaurant sites in an efficient manner which 
maximizes revenues; and 



WHEREAS, 



there is a demand for waterfront gathering places which offer restaurant 
facilities: and 



WHEREAS, 



WHEREAS, 



the Mission Rock Resort has the potential to better meet this demsjid for a 
waterfront gathering place; 

the San Francisco Port Commission adopted Resolution No. 96-33 ai is April 
23. 1996 meeting authorizing staff to offer through an RFP process a lease 
for the Mission Rock Resort Restaurant: and 



WHEREAS, 



RESOLVED, 



RESOLVED, 



the San Francisco Port Commission wishes to amend Resolution No. 96-33 
to allow the Executive Director, or his designee, authority." :o issue 
amendments to the RFP as they become necessar\'; now, therefore, be it 

that the San Francisco Port Commission authorizes the Executive Director, 
or his designee, to offer through a request for proposal (RFPj process a 
fifteen-year lease for the Mission Rock Resort Restaurant located at 817 
Terrv" Francois Boulevard substantially in conformance with the if rms set 
fonh in the Memorandum for Agenda Item No. 5 A for the Pon Ccir_-nission 
meeting of April 23, 1996, and the Memorandum for Item No. 5B for the 
September 24. 1996 Port Commission meeting; both of which are en fje with 
the Pon Commission Secretary, and be it further 

that the San Francisco Port Commission authorizes the Executive Director, 
or his designee, to issue any further amendments to the RFP as the Executive 
Director, or his designee, deem necessary, and as approved by -_ie City 
Attomev. 



I hereby certify that the foregoing resolution was adopted by the Port Commission at its meeting of 
September 24, 1996. 



Secretary 



I:\WP51\MRRRFPAM.AGS\ 9/18/96 



PORT OF SAN FRANCISCO 




MEMORANDUM 



September 24, 1996 



Ferry Builcing 

San Francisco. CA 94111 

Telephone •ii5 274 0400 

Telex 275940 PSF UR 

Fax 41 5 274 0528 

Cable SFPCRTCOMM 

Writer 



TO: 



FROM: 



MEMBERS, PORT COMMISSION 

Commissioner Michael Hardeman, President 
Commissioner Frankie G. Lee, Vice President 
Commissioner Preston Cook 
Commissioner James Herman 
Commissioner Denise McCarthy 

Dennis P. Bouey (,L-^' ^^^>^ ^^^^ • 
Executive Director 



SUBJECT: Public Hearing on the intention to issue permits to relocate and install J.C. 
Decaux Public Service/ Advertising Kiosks from Hyde and Jefferson Streets to mid-block 
Jefferson between Hyde and Leavenworth and from Mason and Jefferson Streets to north side, 
mid-block Jefferson between Mason and Taylor. 



DIRECTOR'S RECOMMENDATION: AMEND RESOLUTION 95-38. 

The Port Commission, the City and County of San Francisco, and the J.C. Decaux Company 
entered into a contract in April 1994 to install four self-cleaning public toilets and eight public 
service kiosks in the Port's jurisdiction. In Resolution 95-38 (attached hereto), the Commission 
authorized the locations of the toilets and kiosks. The Commission is requested to amend the 
resolution to allow relocation of two kiosks to new locations. 

In subsequent meetings with the representatives of the Fisherman's Wharf community, rwo of 
the approved locations, Jefferson and Mason and Jefferson and Hyde, were identified as posing 
potential traffic conflicts with the proposed F-Line and endangering the walking public. The 
Port and the Mayor's Office, in cooperation with the Decaux representatives, have identified 
two new locations for the two kiosks in question. The Decaux company has reviewed the 
proposed locations and has agreed to move the kiosks at no cost to the City or Port. 



THIS PRINT COVERS CALENDAR ITEM NO. 6 A 



» 



PAGE 2 



The proposed locations are (drawings attached)-- 

Jefferson and Mason, the kiosk will be moved to the north side of Jefferson, west of the 
intersection with Mason. The kiosk will be set back to the rear of the sidewalk, 18 
inches from the parking lot. 

Jefferson and Hyde, the kiosk will be moved to east on Jefferson to approximately 75 
to 100 feet from the eastern most edge of the Haslett Warehouse. 

Public Notices were sent out in compliance with Department of Public Works Order No. 
169,739 to all property owners within 150 foot radius of the proposed new location. 
Additionally Notices were sent to all Port tenants immediately adjacent to the proposed site 
and within the 150 foot radius. 



Item Prepared by: 

Cliff Jarrard, Chief Harbor Engineer 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-97 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



RESOLVED, 



the Port Commission, the City and County of San Francisco, 
and the J.C. Decaux Company have entered (April 1994) into a 
contract to install self-cleaning public toilets and public service 
kiosks on Port property; and 

the contract provides that a total package of 4 public toilets and 
8 public service kiosks will be located on Port property. All 
locations should be reviewed and approved by the Port 
Commission; and 

pursuant to the contract, the J.C. Decaux Company will install 
and maintain, at no cost to the Port, the public toilets and 
public service kiosks on Port property; and 

pursuant to the contract, the J.C. Decaux Company will submit 
engineering drawings to secure all necessary permits from the 
Chief Harbor Engineer and other regulatory agencies, with 
jurisdiction over the proposed facilities; now therefore be it 

the Port Commission approves the installation of public toilets 
and public service kiosks in the following locations: 

Public Toilets 

1. Pedestrian Promenade, near the Fire Station, Embarcadero 
and Folsom. 

2. Marginal Wharf at Pier 7. 

3 & 4. Powell, Jefferson and the Embarcadero, Fisherman's 
Wharf Triangle Parking Lot. 

Public Service Kiosks 

L & 2. Market Street crosswalk. East side of Central Island 

and West side of Central Island along the Embarcadero, Ferry 

Building. 

3. Pier 7. 

4. Powell and the Embarcadero, Pier 39 Garage.' 

5. Mason and J e ff e rson. North side of Jefferson, west of the 
Mason Street intersection. 

6. Pier 41. 

7. Taylor and Jefferson, Octagon building. 

8 . J e ff e rson and Hyd e ; South side of Jefferson, 75 to 100 feet 
from the eastern edge of Haslett Warehouse; 

be it further 



^ 



RESOLVED, that the above locations are approximates and, if upon further 

teciinical investigations and discussions between the Executive 
Director and J.C. Decaux any of the site proves improbable, 
the Executive Director is hereby authorized to modify the 
locations to accommodate the placement of the Decaux 
facilities. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at 
its meeting of September 24, 1996. 



Secretary 



f— 



» 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 95-38 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHERR^S, 



RESOLVED, 



the Port Commission, the City and County of San 
Francisco, and the J.C. Decaux Company have entered 
(April 1994) into a contract to install self-cleaning public 
toilets and public service kiosks on Port property; and 

the contract provides that a total package of 4 public toilets 
and 8 public service kiosks will be located on Port 
property. All locations should be reviewed and approved 
by the Port Commission; and 

pursxiant to the contract, the J.C. Decaux Company will 
install and maintain, at no cost to the Port, the public 
toilets and public service kiosks on Port property; and 

pursuant to the contract (Sec. 4.03, B) the Executive 
Director will review and approve all non-commerdal 
advertising materials to be placed on wither the public 
toilets or the public service kiosks. As part of the Executive 
Director's approval under the contract, he will review and 
approve a map of the Port of San Francisco; and 

pursuant to the contract, the J.C. Decaux Company will 
submit engineering drawings to secure all necessary 
permits from the Chief Harbor Engineer and other 
regulatory agencies, with jurisdiction over the proposed 
facilities; now therefore be it 

the Port Commission approves the installation of public 
toilets and public service kiosks in the following locations: 

Public Toilets 

1. Pedestrian Promenade, near the Fire Station, 
Embarcadero and Folsom. 

2. Marginal Wharf at Pier 7. 

3 & 4. Powell, Jefferson and the Embarcadero, Fisherman's 
Wharf Triangle Parking Lot. 



RESOLUTION l: 
PAGE 2 



rT^, 



95-38 



Ptiblic Service Kiosks 

1. Market Street crosswalk. East side of Central Island 

along the Embarcadero, Ferry Building. 

Z Pier 7. 

3. Rer 35, Western end of the Bulkhead Building. 

4. Powell and the Embarcadero, Pier 39 Garage. 

5. Mason and Jefferson. 

6. Her 41. 

7. Taylor and Jefferson, Octagon building. 

8. Jefferson and Hyde; 
be it further 



RESOLVED, 



that the above locations are approximates and the J.C. 
Decaux Company is not in complete agreement with 
several kiosk locations and, if upon further technical 
investigations and discussions between the Executive 
Director and J.C. Decaux any of the site proves 
improbable, the Executive Director is hereby authorized to 
modify the locations to accommodate the placement of the 
Decaux facilities. 



I hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of May 23, 1995. 



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Francois Nion at (415) 487-2300 



PORT OF SAN FRANCISCO 




MEMORANDUM 



September 18, 1996 



Ferry Building 

San Francisco, CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



TO: 



FROM: 



MEMBERS, PORT COMMISSION 

Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 

Dennis P. Bouey (/Oj^ Foa».^ A->o . 
Executive Director 



SUBJECT: Construction Contract No. 2594, "Ferry Building Seismic Repak Stage n," 
Authorization To Award. 

DIRECTOR'S RECOMMENDATION: AUTHORIZE STAFF TO AWARD CONTRACT 
NO. 2594, TERRY BUILDING SEISMIC REPAIR STAGE H," TO CICO-R&W, A JOINT 
VENTURE FOR $1,897,518. 

On June 25, 1996, the Commission authorized staff to reject all bids and readvertise for bids 
for Contract No. 2594, "Ferry Building Seismic Repair Stage II." The project was 
readvertised. The work consists of the following items: 

1 . Construct concrete shear walls in specific locations on the three floors of the southern 
portion of the Ferry Building; 

2. Perform hazardous materials abatement in the areas affected by the renovation work; 
and 

3. Perform disability accessible upgrades as required by the governing codes. 

Bids were received on September 4, 1996 and the Summary of Bids is attached. The low 
bidder is CICO-R&W, a Joint Venture, at a cost of $1,897,518. All documents are in order. 



THIS PRINT COVERS CALENDAR ITEM NO. 6B 



I:\wp51\agd-2594.cj 



Page 2 



The Human Rights Commission has reviewed the documents and determined that all 
MBE/WBE goals have been met as stated in the contract documents. 

All work as specified in the contract is included in the FEMA/OES Damage Survey Reports 
(DSRs). However, at this time the contract amount exceeds the available funding in the DSRs 
by $1,031,000. Staff has requested a Supplemental DSR to cover the shortfall and it is 
anticipated that it will be approved. In the event that the Supplemental DSR is not approved 
or until such time as it is approved, the Port already has funds appropriated to cover the 
shortfall. 

Staff recommends that the Commission authorize staff to award Construction Contract No. 
2594, "Ferry Building Seismic Repair Stage II," to CICO-R&W, a Joint Venmre, at a cost 
of $1,897,518; authorize a 10% contingency for possible Type 1 contract modifications; and 
authorize the Executive Director to accept the work once it is complete. 



Prepared by: Cliff Jarrard 

Chief Harbor Engineer 



I:\wp51\agd-2594.cj 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-100 



WHEREAS, 

WHEREAS, 
WHEREAS, 

WHEREAS, 

WHEREAS, 

WHEREAS, 
WHEREAS, 

RESOLVED, 



the Commission previously authorized the readvertisement of Contract 
No. 2594, "Ferry Building Seismic Repair Stage U;" and 

the latest bids were received on September 4, 1996; and 

staff has reviewed the bid documents and determined that everything is 
in order; and 

the Human Rights Commission has reviewed the bid documents and 
determined that everything is in order; and 

all work as specified in the contract, is included in the FEMA/OES 
Damage Survey Reports (DSRs), however at this time the contract 
amount exceeds the funding in the DSRs; and 

staff has requested a Supplemental DSR to cover the shortfall and it is 
anticipated that it will be approved; and 

in the event that the Supplemental DSR is not approved or until such time 
as it is approved, the Port already has funds appropriated to cover the 
shortfall; now therefore be it 

that the Commission authorize staff to award Construction Contract No. 
2594, "Ferry Building Seismic Repair Stage H," to CICO-R&W, a Joint 
Venture, at a cost of $1,897,518; authorize a 10% contingency for 
possible Type 1 contract modifications; and authorize the Executive 
Director to accept the work once it is complete. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of September 24, 1996. 



Secretary 



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PORT OF SAN FRANCISCO 



MEMORANDUM 



September 19, 1996 




Ferry Building 

San Francisco. CA 94111 

Telephone 415 274 0400 

Telex 275940 PSF UR 

Fax 415 274 0528 

Cable SFPORTCOMM 

Writer 



TO: 



FROM: 



MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



Dennis P. Bouey [jjj^ 
Executive Director 



r>-a_- 



^G> 



) 



SUBJECT: Authorize Staff to issue a request for proposals for design of improvements 
for a new maintenance facility and, in the alternative, authorize the 
Executive Director in his discretion to seek authorization from the Board of 
Supervisors for use of a negotiated "best value" procurement methodology 
so as to be able to issue a request for proposals for a design build contract. 



DIRECTOR'S RECOMMENDATION: Approve Resolution. 

The Port's maintenance facility is currently located on the ground floor of a 
multi-story reinforced concrete building constructed in the 1920's known as 
Pier 46B. Although functional. Pier 46B was not designed with adequate 
office space or for the efficient operation of a modern maintenance facility. 

Staff proposes to relocate the Port's maintenance facility. 

A new maintenance facility will require utility upgrades, construction of 
partitions for shops, fire safety improvements and related renovation. 
Accordingly, staff seeks authorization to issue a request for proposals either 
for design services or for a design build contract. A new facility will 
improve operating efficiency by incorporating a new warehousing system 
and upgraded tooling. 



THIS PRINT COVERS CALENDAR ITEM NO 6C 



Agenda Item No. 6C_ 
September 19, 1996 



Page 2 



Because the maintenance facility project is limited in scope and does not 
involve technically complex work, staff is considering, and requests 
authorization to use, an alternative procurement methodology. This project 
appears to present an opportunity to use a best value evaluation and 
selection process. Specifically, staff would like the ability to consider 
issuing a request for proposals for a design build contract in which price 
could be negotiated and other factors, such as experience and qualifications, 
given substantial weight. Because this approach departs from normal public 
contracting procedures, including those required by Section 18.103 of the 
San Francisco Charter (Section 7.200 of the "old" Charter) and Section 6.1 
of the San Francisco Administrative Code, the Executive Director requests 
approval to seek authorization from the Board of Supervisors to use this 
procurement methodology. 

If the Executive Director determines this is not an appropriate project for a 
design build contract, staff will proceed with a traditional request for 
proposals for the design phase of the project. Thus, staff also requests 
authorization to proceed in the alternative with a request for proposals for 
design services for a new maintenance facility. Under both approaches, the 
Port will comply with applicable HRC requirements. Furthermore, staff 
will seek Commission authorization before entering into any contract. 

Prepared by: Dennis P. Bouey, Executive Director 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 96-101 



WHEREAS, 



WHEREAS, 



WHEREAS, 
WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



Section B 3.581 of the City Charter empowers the Port Commission of 
San Francisco (the "Commission") with the power and duty to use, 
conduct, operate, maintain, manage, regulate and control the Port area 
of San Francisco; and 

the Port's maintenance facility is currently located on the ground floor of 
a multi-story reinforced concrete building constructed in the 1920s that 
was not designed to provide adequate office space or efficient 
maintenance operations; and 

a new maintenance facility will improve operating efficiency by 
incorporating a new warehousing system and upgraded tooling; and 

staff proposes to relocate both the Port's maintenance facility and tenants 
housed in the adjacent facility, and to make improvements to future sites 
to be occupied by the Port's maintenance operation and its tenants (the 
"Maintenance Facility Project"); and 

the Maintenance Facility Project will require utility upgrades, 
construction of partitions for shops, fire safety improvements and related 
renovations; and 

staff seeks authorization to issue a request for proposals either for design 
services or for a design build contract since the Maintenance Facility 
Project is limited in scope and does not involve technically complex 
work; 

any request for proposals for a design build contract would be structured 
such that price could be negotiated and other factors, such as experience 
and qualifications, given substantial weight, which approach departs 
from contracting procedures, including those required by Section 18.103 
of the San Francisco Charter (Section 7.200 of the "old" Charter) and 
Section 6.1 of the San Francisco Administrative Code; now, be it further 



Resolution No. 96-101 
Page 2 



RESOLVED, 



RESOLVED, 
RESOLVED, 



that the Executive Director is hereby authorized and directed to seek 
authorization from the Board of Supervisors to use this procurement 
methodology provided that, if the Executive Director later determines 
that the Maintenance Facility Project is not an appropriate project for a 
design build contract, staff will proceed with a traditional request for 
proposals for the design phase of the Maintenance Facility Project; 
therefor, be it further 

that the Commission hereby authorizes the Executive Director to proceed 
with a request for proposals for design services; and be it further 

that the Executive Director is hereby authorized and directed to issue any 
other request for proposals for any other services as he may deem 
necessary or desirable to facilitate the Maintenance Facility Project 



Thereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of September 24, 1996. 



Secretary 



PORT OF SAN FRANCISCO 




MEMORANDUM 



Ferry Building 

San Francisco, CA 94111 

Teleplione 415 274 0400 

Telex 275940 PSF UR 

Fax 41 5 274 0528 

Cable SFPORTCOMM 

Writer 



September 11, 1996 



TO: 



MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



FROM: 



SUBJECT: 




Dennis P. Bouey 
Executive Director 



Approval of Contract Amendment for The Duffey Company, for additional 
analysis to complete the Environmental Impact Report for the Hyde Street 
Fishing Harbor. 



DIRECTOR'S RECOMMENDATION: 

AMENDMENT. 



APPROVE THE PROPOSED CONTRACT 



In September 1994, the Commission approved a contract with the Duffey Company to prepare an 
environmental impact report (EIR) for the Hyde Street Fishing Harbor and new uses on Pier 45 
in sheds A and C. Work on the EIR began in January 1995, and a Draft EIR was published in 
May of this year. During the public comment period on the Draft EIR over 300 pages of 
comments were received, with comments regarding water quality impacts, biological impacts, and 
the other issues. The Port also is studying new uses on Pier 45 with an Advisory Group which 
recommended analyzing additional fish processing space in sheds A and C in light of the success 
of Sheds B and D. Due to the extensive amount of public comments on the Draft EIR and the 
need to be inclusive of all potentially foreseen uses on Pier 45, some additional funds are 
necessary to complete the Final EIR. 



THIS PRINT COVERS CALENDAR ITEM NO. 7A 



The change in the scope of work to complete the Final EIR results in $30,000 of additional fees 
for the EIR consultant team, increasing the total contract amount to $288,598. Sufficient funds 
have been allocated to this project in the Capitol Plan to cover this amendment. The amount of 
the contract amendment dedicated to HRC certified minority or women owned firms is 57 percent. 



Sharon Lee Polledri 

Director, Planning & Development 



f:\wp51\dfani2as 



PORT OF SAN FRANCISCO 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-95 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



RESOLVED, 



The Hyde Street Fishing Harbor is a new facility proposed to 
provide berthing for the commercial fishing industry at 
Fisherman's Wharf; and 

The Port entered into a contract with the Duffey Company to 
prepare an Enviroiunental Impact Report (EIR) for the Hyde Street 
Fishing Harbor; and 

The public had the opportunity to review and comment on the 
Draft EIR, expressing concerns regarding water qualit}', biological 
impacts, and other potential impacts; and 

All comments raised during the public comment period must be 
addressed in the Final EIR prior to certification of the EIR; and 
therefore, be it 

That the Port Commission approves amending the Environmental 
Impact Report contract for the Hyde Street Fishing Harbor and 
new uses on Pier 45 in Sheds A and C, for an additional 530,000 
for the team led by the Duffey Company, increasing the total 
contract amount to $288,598; and authorizes the Executive 
Director or his designee to take all actions necessar\' to carry out 
this amendment. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission 
at its meeting of September 24, 1996. 



Secretarv 



PORT OF SAN FRANCISCO 



MEMORANDUM 



September 24, 1996 




Ferry Building 

San Francisco, CA 94111 

Telephone 41 5 274 0400 

Telex 275940 PSF UR 

Fax 41 5 274 0528 

Cable SFPORTCOMM 

Writer 



TO: 



FROM: 



MEMBERS, PORT COMMISSION 
Hon. Michael Hardeman, President 
Hon. Frankie G. Lee, Vice President 
Hon. Preston Cook 
Hon. James Herman 
Hon. Denise McCarthy 



Dennis P. Bouey (jjj 
Executive Director 



^^ >>^. 



SUBJECT: Resolution Designating the Executive Director as the Port 
Commission's Official Spokesperson to the Investment Community 



DIRECTOR'S RECOMMENDATION: AUTHORIZE AND DESIGNATE THE 
EXECUTIVE DIRECTOR AS PORT COMMISSION'S OFFICIAL SPOKESPERSON 
TO THE INVESTMENT COMMUNITY 



BACKGROUND 

In June 1994, the Port Commission issued its Revenue Refunding Bonds, Series 1994. 
Since such time, the Securities & Exchange Commission has reaffirmed that issuers have 
liability with respect to statements made even after the bonds have been sold to investors. 
Such liability extends to public officials as well as to their employees and can arise from 
comments made to the press, the rating agencies, investment bankers, etc. 

An investor or potential investor may be influenced to buy or sell the Port's bonds based 
on comments that are made publicly by Port officials. In addition to influencing an 
investor's decision to buy /sell, any misleading or omitted statement could also impact the 
buy/sell price in such a way that the true value or true risk of the investment is not 
properly evaluated thereby resulting in a monetary loss to the investor. 



THIS PRINT COVERS CALENDAR ITEM NO. 8 A 



Page 2 



In consultation with the City Attorney's office regarding this manner, all City departments 
and commissions are advised to publicly designate their directors as the official 
spokesperson of their respective departments or agencies to be responsible for the 
dissemination of information to the investment community. By publicly designating an 
official spokesperson, the investment community will know to rely on statements issued 
only by the Port's official spokesperson. 



STAFF RECOMMENDATION 

Staff recommends that the Commission designate an official spokesperson who has 
personal knowledge of, or access to, accurate information with respect to the Port's bonds 
and its operations. The designated spokesperson will participate in the review and 
dissemination of all statements made regarding matters which a bondholder might consider 
important and which could be expected to reach a public audience. In 1994, the Port 
prepared and presented to investors an Official Statement that represented the Port's 
business and fmancial situation at the time. Statements released by the official 
spokesperson must not only represent fair and accurate information but must also be 
consistent with the information presented in the Port's Official Statement. 

« 

Authorization is requested to designate Dennis Bouey, the Executive Director, as the 
Port's official spokesperson and that announcements of such appointment be made directly 
to the ratmg agencies. The Bond Buyer (the municipal bond trade publication). The Wall 
Street Journal and Munifacts News Service (the wire service most used by the municipal 
bond market). 



Prepared by: Benjamin A. Kutnick 

Director, Administration 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 96-99 



WHEREAS, 



WHEREAS, 



the Port Commission of the City and County of San Francisco (the 
"Commission") has the authority pursuant to the City & County of San 
Francisco Charter, Article IX, to publicly issue debt or revenue bonds 
and to enter into lease fmancing arrangements ("Port Bonds"); and 

the Commission has previously issued $53,610,000 Revenue Refunding 
Bonds, Series 1994 which are outstanding and held by a variety of 
investors; and, 



WHEREAS, 



RESOLVED, 



RESOLVED, 



RESOLVED, 



RESOLVED, 



the Commission wishes to designate an official spokesperson to provide 
information regarding the Port to the bond investment community as 
appropriate from time to time; now, therefor, be it 

that the Executive Director is the official spokesperson of the 
Commission regarding any information that may relate to or affect 
outstanding Port Bonds; and be it further 

that the Executive Director is hereby directed to notify those rating 
agencies rating Port Bonds that the Commission has appointed him as 
the official spokesperson for bond-related matters; and, be it further 

that the Executive Director is hereby directed to notify the bond 
investment community of the Port's official spokesperson for bond- 
related matters via press release to the local and financial press, 
including, without limitation, The Bond Buyer, The Wall Street Journal 
and the Munifacts News Service; and be it further 

that the Executive Director is hereby authorized to take any other steps 
that the Executive Director deems advisable to inform the general 
community of the Port's official spokesperson for bond-related matters. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at its 
meeting of September 24, 1996. 



Secretary 



CITY & COUNTY OF^ AN FRANCISCO 
PORT COMMISSION 

'^ DOCUMENTS DEP^. 

^ MINUTES OF THE MEETING 
^ CS EPTEMBER 247l9 g:> OCT 1 5 1996 

SAN FRANCISCO 

1. ROLL CALL PUBLIC LIBRARY 

The meeting was called to order by Commission President Michael Hardeman at 4:05 
p.m. The following Commissioners were present: Michael Hardeman, Frankie Lee, 
Preston Cook and Denise McCarthy. Commissioner James Herman was not present. 

2. APPROVAL OF MINUTES - September 10, 1996 

ACTION: Commissioner Lee moved approval; Commissioner McCarthy seconded the 
motion. All of the Commissioners were in favor; the minutes of the meeting 
were adopted. 

At 4:06 p.m., the Commission Secretary announced that the Commission will withdraw to 
executive session to discuss the following: 

A. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This sessinn is clnfsed 
to any non-City /Port representative. * 

1) Property: Port property located at Berry Street and Second Street (China Basin). 
Person Ne gotiating: Port representative: Dennis P. Bouey, Executive Director 
*San Francisco Giants Representative: Larry Baer, Executive Vice President 

Under Negotiation: Price Terms of Payment / Both 

An executive session has been calendared to discuss real property negotiations 
between the Port and San Francisco Giants, regarding the proposed ballpark. 
This is specifically authorized under California Government Code Section 
54956.8. 

At 4:45 p.m.. Commissioners Hardeman, Lee, Cook and McCarthy returned from 
executive session and convened in public session. 

ACTION: Commissioner Lee moved approval to not disclose any information discussed 
in the executive session; Commissioner McCarthy seconded the motion. All 
of the Commissioners were in favor. 

Item 6 A was heard next. 

6. FACILITIES & OPERATIONS 

A . Public Hearing on the intention of the Port of San Francisco to issue, permits .to 

M092496.igq -1- 



ip«;ta11 T r Deraux Public Servic e/ Advertising Kiosks from Hyde and 
Irffrr^"" Strppt^; tn mifi-hlnck Jefferson between H yde and I^ avenworth andimm 
Mason and Jefferson Streets to nortb side, mid-block Jefferson b etween Mason and . 
Ta ylor. (Resolution No. 96-97) 

Mr. Bouey stated that two locations for kiosks have yet to be designated - Jefferson & 
Mason and Jefferson & Hyde Street. There are some concerns regarding one or both 
of the proposed locations and suggested that he will reserve his comments at the 
conclusion of the speakers' remarks. 

The following individuals opposed the proposed location of the kiosks: 

1) Nunzio Alioto of Alioto Fish Company stated that both locations will impede the 
flow of traffic. They plan to develop the area in the future and believe that this 
would impede that development. 

2) Howard Lazar, representing the Street Artists, stated that he opposes the 
locations because it will seriously impede traffic flow. Putting the kiosks in the 
proposed locations will pose a problem as the card hustlers will use them to 
conduct their activity. 

3) Christopher Martin of the Cannery concurred with Mr. Alioto and Mr. Lazar. 
He's concerned about the Jefferson Street location because it would impede 
access and encroach the sidewalk to less than 10 feet. He suggested other 
alternatives be studied. 

4) Kathy Hallinan, Street Artist, concurred with the previous speakers comments 
and reiterated Mr. Lazar 's concerns about safety in the area. 

5) Al Baccari of the Fisherman's Wharf Association stated that they understand the 
necessity of finding locations so that the contract can move forward. The 
economic vitality of the area, however, will be impacted if these kiosks are 
placed in the proposed locations. He wanted to ensure that what is done balances 
and does not disrupt the construction of the F-Line. He urged the Commission to 
give this serious thought before voting. He recommended that the planners and 
engineers look at this issue closely as construction of the F-Line moves forward. 

Mr. Bouey remarked that the City is in a position to move forward with the 
installation of more public toilets. However, before that can be accomplished, the 
final piece needs to fall into place and that is the installation of the final two kiosks. If 
Mr. Baccari, Mr. Alioto and Mr. Lazar are willing, staff has had a conversation with 
Mr. Francois Nion of J.C. Decaux in which he has agreed, that if the Commission 
issues the permits, he would be willmg to not build next to the Expo property as staff 
has already identified an alternate site east of that proposed location. In the 
alternative, staff requests the permit for the Hyde Street location. Mr. Bouey then 
asked Mr. Nion to hold off construction to give Port staff an opportunity to sit down 
with Mr. Lazar and Mr. Nion to see if an alternative location can be worked out. He 

•M092496.igq -2- 



asked Mr. Baccari and Mr. Nion if this was acceptable. Mr. Baccari and Mr. Nion 
both agreed. Mr. Baccari announced that this also meets Mr. Alioto's, Mr. Martin's 
and Mr. Lazar's approval. 

Commissioner Hardeman mentioned that he received a letter from Mr. Larry Mazzola 
regarding prevailing wages. He inquired whether Mr. Nion has been contacted by 
Mr. Mazzola regarding prevailing wages and if any City agency monitored their 
company regarding prevailing wages. Mr. Nion replied to the negative. 
Commissioner Hardeman noted that he is not prepared to vote on this item until the 
prevailing wage issue has been resolved. Mr. Bouey stated that the Department of 
Public Works (DPW) manages this contract. If there is a party that believes that 
Decaux is not paying prevailing wage, it would be their benefit to ask DPW for 
certified payrolls to make that determination. 

Mr. Harry O'Brien, representing J.C. Decaux, stated that he has not had the 
opportunity to see the letter but assures the Commission that they would be happy to 
work with DPW to resolve this issue and respond to any inquiries. It is Decaux' s 
belief that they are in compliance with the contract. They will follow up and ensure 
that answers are provided to Mr. Mazzola. 

Commissioner Lee inquired who the parties are to the contract. Ms. Julie Van 
Nostem, Port's Legal Counsel, replied that the Port is a signatory to this agreement 
and DPW is the agency monitoring the contract. Commissioner Lee inquired if DPW 
has received any allegation that Decaux is not complying with the prevailing wage. 
Ms. Julie Van Nostem replied that she or her office is not aware of any allegations. 
Commissioner Lee requested Decaux for a verbal promise to ensure that the 
prevailing wage issue is adhered to. Mr. Harry O'Brien assured the Commission that 
the work to be done pursuant to this permit will be done with prevailing wage labor 
as has the other construction work that has been done. 

Commissioner Cook commented that he supports this resolution. He is satisfied that a 
proper location for the kiosks will be identified, especially with the concurrence of 
the Tenant Organization, Street Artists and Art Commission. He stated that it is 
important to approve this to get the discussion under way and get the whole process 
going. Another stall at this time is ineffective and inappropriate. 

ACTION: Commissioner Cook moved approval; Commissioner Lee seconded the 
motion. Three of the Commissioners were in favor; Commissioner 
Hardeman cast the dissenting vote. The resolution was adopted. 

Commissioner Lee announced that he has to leave the meeting to present a plaque to Sun 
Princess Cruise Line. 

3. EXECUTIVE 

A. Executive Director's Report: 



M092496.igq 



(1) Wednesday, September 25 at 5:30 p.m., there will be a SPUR meeting to discuss 
the Waterfront Plan. 

(2) Thursday & Friday, Sept. 26 & 27, the Seafood Convention will take place at 
Moscone Center. 

(3) Tuesday, October 1 at noon, there will be a presentation to the Pier 52 Advisory 
group regarding the Pier 52 Boat Launch project. 

(4) October 5 <Sc 6, Festa Italiana will be held at Pier 45. 

(5) October 11 through 15, Fleet Week will be celebrated. 

4. LEGISLATIVE 

5. TENANT & MARITIME SERVICES 

A. Ap proval o f the Serpac Consortium Marine Terminal Agreem ents at Pier 94/Q6. 

(Resolution No. 96-98) 

Mr. Bouey stated that the first vessel will arrive on October 2nd. The contract is for 
a five year term, with the ability of either party to terminate each year. The wharfage 
and dockage fees are based on the combined totals of the three lines. They will 
nominate Piers 94/96 as their published port of call and the Port gave them a one 
month free of wharfage as an early signing bonus for signing a letter of intent prior to 
August 31, 1996. The Port expects to receive approximately $400,000 per year. 

ACTION: Commissioner McCarthy moved approval; Commissioner Cook 

seconded the motion. All of the Commissioners were in favor; the 
resolution was adopted. 

B. Amendm£jiLlQjRe.sQMiQiiJ^Li_56ji33_iQiLAulbQrizaii^^ 

Request for Proposals document ("RFP") to lease Mission Rock Resort Restaurant 
located at 817 Terry Francois Boulevard. (Amended Resoluti on No. 96-33) 

Mr. Bouey stated that this RFP was issued once before but the response was less than 
staff has hoped for. The Commission authorized the re-issuance of this RFP and staff 
has spent extensive time in conferences with proposed bidders. To date, sixty-five 
packages have been taken out. Staff is hopeful that these bidders will constimte a 
more potent force than the last time. Staff has received a great number of comments 
in which the Port has to wrestle with in terms of protecting the Port but at the same 
time creating a vehicle that will encourage the greatest amount of people to bid on the 
site. As such, staff has made several amendments which are included in the agenda 
package. 

ACTION: Commissioner Cook moved approval; Commissioner McCarthy 

seconded the motion. All of the Commissioners were in favor; the 

M092496.igq -4- 



resolution was adopted. 
6. FACILITIES & OPERATIONS 

B. Authoriza tion to aw ard Constnictinn Cnntract No. 2594, "Ferry Building Seismic 
Repair Sta ge T\," to CTCO -R&W, a Jo int Venture. (Resolution No. 96-100) 

Mr. Bouey stated that the Commission previously authorized staff to bid this contract. 
The low bid is approximately $1.9 million. This contract is to construct new concrete 
shearwalls, perform hazardous materials abatement and to upgrade certain 
accessibility requirements as required by the Government Code. He added that 
between 39% of this contract will go to MBE/WBE firms. 

Commissioner McCarthy inquired if the contract exceeds the original FEMA funding. 
Mr. Bouey stated that the contract exceeds FEMA funding by about $800,000 to 
$900,000. He added that the Commission previously authorized expenditures for 
these types of repairs anywhere in the waterfront. Staff, to date, has been able to 
negotiate with FEMA to cover 99.8% of all repair costs. That fund more than covers 
the additional $800,000-$900,000 but staff is hoping to be able to negotiate with 
FEMA for the entire amount; however, there is a risk that the Port may have to 
expend $800,000-$900,000 of its own fund. 

ACTION: Commissioner Cook moved approval; Commissioner McCarthy 

seconded the motion. All of the Commissioners were in favor; the 
resolution was adopted. 

C. Authorize staff to issue a Request for Proposals (RFP) for design of improvements for 
a new maintenance facility and, in the alternative, authorize the Executive Director in 
his discretion to seek authorization from the Boa rd of Supervisors for use of a 
negotiated "best value" procurement methodo logy so as to be able to issue a Request 
for Proposals for a design/build contra ct. (Re soluti on No. 9 6-101) 

Mr. Bouey stated that as the Port gets closer to the Waterfont Plan becoming a 
reality, staff is looking at various sites; one with great potential is Pier 46. This may 
or may not be the home of the Giants but staff feels that this is a superlative site for 
development. Currently there are a number of tenants who staff has informed will be 
relocated to other venues at the waterfront. Pier 46 is also home to our maintenance 
facility, which the Port also desires to relocate elsewhere on the waterfront. 
Traditionally, a design contract is bid and then a construction contract is bid. 
Although a decision has not been made, in the alternative, staff is considering bidding 
this as a design/build contract. This contract would, in effect, be awarded based on a 
criteria other than price and as the design progresses, a price for the construction 
would be negotiated. Because this is a departure from the City's Administrative 
Code, staff would have to seek the Board of Supervisors' approval. 

ACTION: Commissioner Cook moved approval; Commissioner McCarthy 

seconded the motion. All of the Commissioners were in favor; the 

M092496.igq -5- 



resolution was adopted. 

7. PLANNING & DEVELOPMENT 

A. Approval of contract amendm ent for the Du ff£jLri)inpamLiQr_additiQnaLanalysi.s to 
romplf-tp. thp. F.nvironmental Imp act Report for th e Hyde Slifcet Fishing Harbor. 
(Resolution No. 96-95) 

Mr. Bouey stated that the hearing for the Draft EIR took place several months ago. 
Due to the amount of public testimony and number of comments that must be 
responded to, the contract will cost more than anticipated and as such staff needs to 
amend the contract with Duffey Company. Their contract amount is $288,000. Staff 
is asking for $30,000 amendment. He noted that 57% of this contract will go to 
MBE/WBE films. 

ACTION: Commissioner McCarthy moved approval; Commissioner Cook 

seconded the motion. All of the Commissioners were in favor; the 
resolution was adopted. 

8. ADMINISTRATION 

A. Approval of resolution designating the Executive Director to serve as the Port 
Commission's Official Spoke sperson to the Investme nt Community. (Resolution 
No. 96-99) 

Mr. Bouey stated that this resolution shields the Commission and other Port staff 
from liability of lawsuits. Since the Port last sold its bonds, there has been a change 
in SEC Rules and Regulations affecting comments made by Port staff. If a buyer 
relied on a comment made by a Commissioner or someone in a position of 
responsibility at the Port to buy or sell bonds, and that information turned out to be 
wrong, that individual and the Port will be sued. By notifying the SEC that there is 
one official spokesperson for the Port, this should shield Commissioners from that 
liability. He also mentioned that the City Attorney has advised all departments that 
sell bonds that their executive director be named as the official spokesperson for this 
purpose. 

Ms. Van Nostem stated that while the Port is designating a designated spokesperson 
for the Port, the Commissioners have the responsibility that what they say is truthful, 
complete and correct. This does not totally take the realm of the Commission's 
responsibility. 

ACTION: Commissioner Cook moved approval; Commissioner McCarthy 

seconded the motion. All of the Commissioners were in favor; the 
resolution was adopted. 



M092496.igq 



9. NEW BUSINESS/PUBLIC COMMENT 

Clarisse Lacau from Pier 50 inquired how often the Commission meets. Mr. Bouey 
replied that the Commission meets every second and fourth Tuesdays of the month, except 
in November and December when the Commission meets once a month. 

The meeting was adjourned at 5:35 p.m. 



M092496.igq • -7-