LOS ANGELES BOARD OF HARBOR COMMISSIONERS Harbor Administration Building 425 S. Palos Verdes Street San Pedro, California 90731

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1 LOS ANGELES BOARD OF HARBOR COMMISSIONERS Harbor Administration Building 425 S. Palos Verdes Street San Pedro, California REGULAR MEETING AGENDA AT 8:30 A.M. Board of Harbor Commissioners President, Ambassador Vilma S. Martinez Vice President David Arian Commissioner Patricia Castellanos Commissioner Anthony Pirozzi, Jr. Commissioner Edward R. Renwick BOARD MEETINGS - The Board s Regular Meetings are the first and third Thursday of each month at 8:30 A.M. at the Harbor Administration Building Boardroom or as scheduled on the Port s website at A quorum of three of five Commissioners is required to transact business and three Aye votes are required to carry a motion. Commission actions, except actions which are subject to appeal or review by the Council pursuant to other provisions of the Charter, ordinance or other applicable law, are not final until the expiration of the next five meeting days of the City Council during which the Council has convened in regular session. If the Council asserts jurisdiction during this five meeting day period the Council has 21 calendar days thereafter in which to act on the matter. Please note that this agenda is subject to revision in accordance with the Brown Act. In the event the agenda is revised prior to the meeting, Port staff will post the revised agenda on the Port s web site ( Updated agendas will also be available at the meeting. Live Board meetings can also be heard at: (213) (Metro), (818) (Valley), (310) (Westside) and (310) (Harbor). As a covered entity under Title II of the Americans with Disabilities Act, the City of Los Angeles does not discriminate on the basis of disability and, upon request, will provide reasonable accommodation to ensure equal access to its programs, services, and activities. Sign language interpreters, assistive listening devices, and translation services may be provided. To ensure availability, 72-hour advance notice is required. Contact the Commission Office at (310) Interpretes de señas, sistemas auditivos y servicios de traducciones están disponibles. Para asegurar disponibilidad, se requiere solicitarlos con 72 horas de anticipación. Para hacer la solicitud, llame a la oficina de la Comisión al (310) OPPORTUNITIES FOR THE PUBLIC TO ADDRESS THE BOARD - Before reaching those portions of the agenda where Board action is requested, members of the public will be given an opportunity to address the Board on items of interest within the subject matter jurisdiction of the Board (general public comment). Thereafter, members of the public will be given an opportunity to address the Board on any item on the consent or regular agendas prior to or during the Board s consideration of that item. The same opportunity will be given in open session regarding the closed session agenda prior to commencement of closed session. Members of the public who wish to speak during general public comment are to complete a speaker card so indicating. Members of the public who wish to speak regarding a particular agenda item(s) are to complete a speaker card(s) for each such item. Agendas for special meetings will permit the public to address particular agenda items even where the agenda does not include general public comment. Each speaker is allowed to speak up to 3 minutes per agenda item. The Presiding Officer shall, however, exercise discretion to determine whether such period of time should be reduced or extended based upon such factors as the length of the agenda or substance of the agenda items, the number of public comment speaker cards submitted, the need for the Board to conclude its business as expeditiously as is practicable, and whether the Board is at risk of losing a quorum, among other factors. If you wish to provide documents to the full Commission, please present the Board Secretary with twelve (12) copies. Otherwise, your materials will simply be added to the official record. Page 1 of 20

2 ORDER OF BUSINESS OPEN SESSION A. Roll Call B. Executive Director Remarks C. Comments from the Public on Non-Agenda Items D. Report from the Neighborhood Council Representatives E. Reports of the Commissioners F. Board Committee Reports G. Approval of the Minutes Regular Meeting of May 5, 2016 H. Presentation Page 2 of 20

3 I. Board Reports of the Executive Director Consent Items (1 7) Cargo & Industrial Real Estate 1. RESOLUTION NO. - PROPOSED REVOCABLE PERMIT BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND ECO FLOW TRANSPORTATION, LLC Summary: Staff requests approval of a Revocable Permit (RP) with Eco Flow Transportation, LLC (Eco Flow) for use of City of Los Angeles Harbor Department (Harbor Department) property on Terminal Island. Eco Flow will occupy a portion of the former US Customhouse for office space and utilize all of the associated parking area for wheeled chassis container storage and staging. Under the month-to-month RP, compensation to the Harbor Department is $44,646 per month and revocable on 90 days written notice. In addition, the prospective tenant will assume all maintenance obligations for the Harbor Department facility, including paving of the associated parking area. Recommendation: Board resolve to (1) find that the proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) under Article III Class 1(18 d&e) of the Los Angeles City CEQA Guidelines as determined by the Director of Environmental Management; (2) approve the Revocable Permit with Eco Flow Transportation, LLC; (3) authorize the Executive Director to execute and the Board Secretary to attest to the Revocable Permit; and (4) adopt Resolution No.. Page 3 of 20

4 Office of the City Attorney 2. RESOLUTION NO. - AGREEMENTS FOR DISCOVERY AND DOCUMENT SERVICES WITH CONCORD DOCUMENT SERVICES, INC. AND ONLINE LABS, INC. DBA ONLINE SECURITY Summary: The Office of the City Attorney ( Office ) requests that the Board of Harbor Commissioners ( Board ) approve and award agreements to Concord Document Services, Inc.( Concord ) and Online Labs, Inc. dba Online Security ( Online Security ) for discovery and document services. As part of its representation of the Harbor Department ( Department ), the Office of the City Attorney handles litigation, administrative proceedings, and other legal matters that from time-to-time require discovery and document services including such things as collection and processing of electronic data for discovery, and document scanning and photocopying. Concord is a Very Small Business Enterprise ( VSBE ) and Minority Business Enterprise ( MBE ) and Online Security is a VSBE and Local Business Enterprise ( LBE ). Each agreement will have a three-year term with a combined total appropriation not-to-exceed $120,000. The Harbor Department remains financially responsible for payment of expenses under the proposed agreements. Recommendation: Board resolve to (1) find that the proposed action is exempt from the requirements of the California Environmental Quality Act ( CEQA ) under Article II, Section 2(f), of the Los Angeles City CEQA Guidelines as determined by the Director of Environmental Management; (2) find in accordance to Charter Section 1022 that the scope of work of the proposed Agreements can be more economically and feasibly provided by an independent contractor than by City employees; (3) approve the individual and separate Agreements with (1) Concord Document Services, Inc. with a not-to-exceed amount of $60,000 and (2) Online Labs, Inc. dba Online Security with a not-to exceed amount of $60,000, each for a period of three years; (4) authorize the Executive Director and Board Secretary to execute and attest to the Agreements; and (5) adopt this Resolution No.. Page 4 of 20

5 Engineering 3. RESOLUTION NO. - PROPOSITION C FUNDING AGREEMENT BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY FOR THE SAN PEDRO WATERFRONT HARBOR BOULEVARD/SAMPSON WAY / 7 TH STREET RECONFIGURATION PROJECT Summary: Staff requests that the Board of Harbor Commissioners (Board) accept and approve the Los Angeles County Metropolitan Transportation Authority (LACMTA) 2015 Call for Projects Regional Surface Transportation Improvement Award No. F9119 for the Harbor Boulevard/Sampson Way / 7 th Street Reconfiguration Project between the City of Los Angeles Harbor Department (Harbor Department) and the LACMTA. The LACMTA requires that the Harbor Department execute an agreement to accept an awarded grant and seek reimbursement. The Harbor Department has been awarded the following grant: Harbor Boulevard/Sampson Way/7 th Street Reconfiguration Project (Project) in the amount of $4,951,400. The Harbor Department will be responsible to front fund the Project and seek reimbursement from the proposed LACMTA grant for up to $4,951,400. The Harbor Department s cost share to the Project is estimated at $5,112,421. Staff requests accepting this grant by executing a Proposition C Funding Agreement (Agreement). Recommendation: Board resolve to (1) find that the proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) under Article II Section 2(i) of the Los Angeles City CEQA Guidelines as determined by the Director of Environmental Management; (2) accept the Los Angeles County Metropolitan Transportation Authority (LACMTA) 2015 Call for Projects Regional Surface Transportation Improvement Award No. F9119 for the Harbor Boulevard/Sampson Way/7 th Street Reconfiguration Project in the Proposition C Funding Agreement of $4,951,400, between LACMTA and the Harbor Department; (3) authorize the Executive Director and the Board Secretary to execute and attest to said Agreement for the Regional Surface Transportation Improvement Project F9119 Harbor Boulevard/Sampson Way/7 th Street Reconfiguration Project; (4) authorize the Executive Director to execute and the Board Secretary to attest to future amendments to this Agreement to account for revised project schedules and reduced project costs for and on behalf of the Board in accordance with City of Los Angeles Administrative Code ; subject to the approval of the City Attorney as to form and legality; and (5) adopt Resolution No.. Page 5 of 20

6 Information Technology 4. RESOLUTION NO. - THIRD AMENDMENT TO AGREEMENT NO WITH MICROSOFT CORPORATION TO PROVIDE MICROSOFT SUPPORT AND CONSULTING SERVICES Summary: The City of Los Angeles Harbor Department (Harbor Department) is requesting approval of the Third Amendment to Agreement No (Agreement) with Microsoft Corporation (Microsoft) for support and consulting services for Microsoft products used by the Harbor Department. These services are required to maintain and optimize the Harbor Department s computing environment, which relies on Microsoft technology for its on-going operations. The proposed Third Amendment will extend the existing Agreement by three additional years, for a total of nine years, with no change in the total not-to-exceed amount. All remaining terms and conditions of Agreement No remain unchanged. The Agreement with Microsoft is a sole-source agreement as Microsoft software and products can only be serviced by Microsoft. Microsoft is based in Redmond, Washington, with offices in Los Angeles and other Southern California cities. The Harbor Department will continue to be financially responsible for payment of services rendered under the Agreement. Recommendation: Board resolve to (1) find that the Director of Environmental Management has determined that the proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) under Article II Section 2(f) of the Los Angeles City CEQA Guidelines; (2) approve the Third Amendment to Agreement No to extend the existing Agreement for an additional three years, for a total of nine years; (3) direct the Board Secretary to transmit the Third Amendment to Agreement No to the Los Angeles City Council for approval pursuant to Section 373 of the Charter of the City of Los Angeles and Section 10.5 of the Los Angeles Administrative Code; (4) authorize the Executive Director to execute and the Board Secretary to attest to the Third Amendment to Agreement No , upon approval by the City Council; and (5) adopt Resolution No.. Page 6 of 20

7 Information Technology 5. RESOLUTION NO. - AGREEMENT BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND CHERRYROAD TECHNOLOGIES INC. FOR ENTERPRISE RESOURCE PLANNING SYSTEM TECHNICAL SUPPORT SERVICES Summary: The City of Los Angeles Harbor Department (Harbor Department) is requesting approval to enter into an Agreement with CherryRoad Technologies Inc. (CherryRoad) for technical support services for the Harbor Department s Enterprise Resource Planning (ERP) System. The term of the proposed Agreement is five years with a not-to-exceed amount of $2,948,000. The ERP is the Harbor Department s core business information system. It is used for financial and purchasing functions, including but not limited to, general ledger, accounts payable, accounts receivable, cash management, fixed assets, budgeting, projects, grants, purchasing and inventory. As with any sophisticated software package, staff cannot perform all of the work required to support and maintain the ERP due to its proprietary and specialized nature. In order for the ERP to continue to meet the Harbor Department s requirements in the most efficient and productive manner, both functional and technical support services are required. The proposed Agreement is for only ERP technical support. A separate Board action is requested for ERP functional support. The recommendation to select CherryRoad is based on a competitive Request for Proposals (RFP) process performed by the Harbor Department. CherryRoad is headquartered in Morris Plains, New Jersey, with an office in Sacramento, California. Support and maintenance of the ERP system is the financial responsibility of the Harbor Department. Recommendation: Board resolve to (1) find that the Director of Environmental Management has determined that the proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) under Article II Section 2(f) of the Los Angeles City CEQA Guidelines; (2) approve the Agreement with CherryRoad for a term of five years and an amount not-to-exceed $2,948,000 for ERP technical support services on an as-needed basis; (3) direct the Board Secretary to transmit each Agreement to the Los Angeles City Council for approval pursuant to Section 373 of the Charter of the City of Los Angeles and Section 10.5 of the Los Angeles Administrative Code; (4) authorize the Executive Director to execute and the Board Secretary to attest to each Agreement, upon approval by the City Council; and (5) adopt Resolution No.. Page 7 of 20

8 Information Technology 6. RESOLUTION NO. - AGREEMENT BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND C3 BUSINESS SOLUTIONS FOR ENTERPRISE RESOURCE PLANNING SYSTEM FUNCTIONAL SUPPORT SERVICES Summary: The City of Los Angeles Harbor Department (Harbor Department) is requesting approval to enter into an Agreement with C3 Business Solutions (C3) for functional support services for the Harbor Department s Enterprise Resource Planning (ERP) System. The term of the proposed Agreement is five years with a not-to-exceed amount of $2,522,800. The ERP is the Harbor Department s core business information system. It is used for financial and purchasing functions, including but not limited to, general ledger, accounts payable, accounts receivable, cash management, fixed assets, budgeting, projects, grants, purchasing and inventory. As with any sophisticated software package, staff cannot perform all of the work required to support and maintain the ERP due to its proprietary and specialized nature. In order for the ERP to continue to meet the Harbor Department s requirements in the most efficient and productive manner, both functional and technical support services are required. The proposed Agreement is for only ERP functional support. A separate Board action is requested for ERP technical support.the recommendation to select C3 is based on a competitive Request for Proposals (RFP) process performed by the Harbor Department. C3 is located in Santa Ana, California. C3 is a qualified Small Business Enterprise (SBE) and a qualified Local Business Enterprises (LBE). Support and maintenance of the ERP system is the financial responsibility of the Harbor Department. Recommendation: Board resolve to (1) find that the Director of Environmental Management has determined that the proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) under Article II Section 2(f) of the Los Angeles City CEQA Guidelines; (2) approve the Agreement with C3 for a term of five years and an amount not-to-exceed $2,522,800 for ERP functional support services on an as-needed basis; (3) direct the Board Secretary to transmit each Agreement to the Los Angeles City Council for approval pursuant to Section 373 of the Charter of the City of Los Angeles and Section 10.5 of the Los Angeles Administrative Code; (4) authorize the Executive Director to execute and the Board Secretary to attest to each Agreement, upon approval by the City Council; and (5) adopt Resolution No.. Page 8 of 20

9 Waterfront & Commercial Real Estate 7. RESOLUTION NO. - PROPOSED FIRST AMENDMENT TO REVOCABLE PERMIT NO BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND SPACE EXPLORATION TECHNOLOGIES CORP. DBA SPACEX Summary: The Los Angeles Harbor Department (Harbor Department) staff requests that the Board of Harbor Commissioners (Board) approve an amendment to Revocable Permit No (RP 15-19) with Space Exploration Technologies Corp. (SpaceX) to increase insurance limit requirements. Under RP 15-19, SpaceX conducts rocket recovery operations that include offloading and removal of unexpended fuel and hazardous materials prior to transport. The proposed changes to the insurance provisions offer superior protection to the Harbor Department in the event of a loss. Recommendation: Board resolve to (1) find that the proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) under Article II Section 2(f) of the Los Angeles City CEQA Guidelines as determined by the Director of Environmental Management; (2) approve the First Amendment to Revocable Permit with Space Exploration Technologies Corp.; (3) authorize the Executive Director to execute and the Board Secretary to attest to the First Amendment to Revocable Permit 15-19; (4) adopt Resolution No.. Page 9 of 20

10 Regular Items (8 12) Cargo Marketing 8. RESOLUTION NO. - APPROVAL OF FOREIGN TRADE ZONE GENERAL PURPOSE OPERATING AGREEMENT BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND CALIFORNIA CARTAGE COMPANY LLC FTZ 202, SITE 1A Summary: The Cargo Marketing Division requests that the Board of Harbor Commissioners approve the FTZ Operating Agreement between the Harbor Department and California Cartage Company LLC (California Cartage) to continue operating its warehouse within FTZ 202, Site 1A, located at 2401 East Pacific Highway, Wilmington, California The City of Los Angeles Harbor Department (Harbor Department), as the Foreign-Trade Zone (FTZ) grantee, establishes General Purpose Operating Agreements with FTZ operators to oversee their FTZ operations. Currently, the Harbor Department and California Cartage have an FTZ Operating Agreement No which will expire on May 31, California Cartage wishes to continue operating its warehouse as a FTZ warehouse thus, the Harbor Department needs to execute a new operating agreement as required by the FTZ Board. Site 1A facilities consist of approximately 600,000 square feet of warehouse and office space on 84 acres located approximately five miles from the Port of Los Angeles. California Cartage will be operating its warehouse under FTZ procedures as a multi-usage site. This proposed Agreement will not require funding by the Harbor Department. The proposed Agreement is for a term of one year upon execution of the agreement. Any change made to an original Operating Agreement required an amendment to the agreement. Upon approval, the proposed Agreement is for one year or upon the termination of the License, whichever occurs earlier. Recommendation: Board resolve to (1) find that the Director of Environmental Management has determined that the proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) under Article III Class 1 (14), of the Los Angeles City CEQA Guidelines; (2) approve the proposed Foreign-Trade Zone Operating Agreement between the City of Los Angeles Harbor Department and California Cartage Company LLC; (3) direct the Board Secretary to transmit the proposed Foreign-Trade Zone Operating Agreement to the Los Angeles City Council for approval pursuant to Section 373 of the Charter of the City of Los Angeles and Section 10.5 of the Los Angeles Administrative Code; (4) authorize the Executive Director to execute and the Board Secretary to attest to the proposed Foreign-Trade Zone Operating Agreement, upon approval by the City Council; and (5) adopt Resolution No.. Page 10 of 20

11 Environmental Management 9. RESOLUTION NO. - GRANT ACCEPTANCE AND APPROVAL OF A MULTI-SOURCE FACILITY DEMONSTRATION PROJECT GRANT AGREEMENT WITH THE CALIFORNIA AIR RESOURCES BOARD FOR THE IMPLEMENTATION OF ZERO AND NEAR-ZERO EMISSION TECHNOLOGIES AND APPROVAL OF A SUB- RECIPIENT AGREEMENT WITH PASHA STEVEDORING & TERMINALS, INC. Summary: Staff requests that the Board of Harbor Commissioners (Board) accept and approve a California Air Resources Board (CARB) Grant Agreement to fund the Green Omni Terminal Project (Project) at the Pasha Stevedoring & Terminals L.P. (Pasha), and approve a Sub-Recipient Agreement with Pasha to demonstrate pre-commercial zero and near-zero emission technologies. On September 24, 2015, the City of Los Angeles Harbor Department (Harbor Department) submitted a grant proposal to CARB under the Cap and Trade grant program, as identified in the Fiscal Year (FY) 2014/2015 Air Quality Improvement Program and Low Carbon Transportation Greenhouse Gas Reduction Fund Investments Grant Solicitation for the Multi-Source Facility Demonstration Project. On January 13, 2016, CARB offered the Harbor Department a preliminary grant award in the amount of $14,510,400 to fund the Project at Pasha. Of the grant award, $14,422,400 will fund nine pre-commercial zero emission electric vehicles, an at-berth vessel emission control system, a solar microgrid with battery storage, engineering, construction, infrastructure, and project management to support the Project. The Harbor Department will retain $88,000 for in-house administration costs associated with the Project. The Harbor Department s financial responsibility is limited to staff time to manage the grant which is not expected to exceed the $88,000 allocated to cover administrative expenses. This Project will serve as the first step in transitioning the Pasha terminal to a zero emission terminal and encourage the development of sustainable movement of goods throughout the Southern California region. Recommendation: Board resolve to (1) find that the proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) under Article 19, Section 15301(f) and Section of the State CEQA Guidelines and Public Resources Code Division 13, Section as determined by the Director of Environmental Management; (2) accept and approve the Grant Agreement between the City of Los Angeles Harbor Department and the California Air Resources Board under the Fiscal Year 2014/2015 Air Quality Improvement Program and Low Carbon Transportation Greenhouse Gas Reduction Fund Investments Grant Solicitation for the Multi-Source Facility Demonstration Project; (3) authorize the Executive Director to execute and the Board Secretary to attest to said Grant Agreement with the California Air Resources Board for and on behalf of the Board; (4) approve the Sub-Recipient Page 11 of 20

12 9. (Continued) Agreement between the City of Los Angeles Harbor Department and Pasha Stevedoring & Terminals L.P. to purchase equipment and pay for necessary engineering and project management support for the Green Omni Terminal Project; (5) authorize the Executive Director to execute and the Board Secretary to attest to said Sub-Recipient Agreement with Pasha Stevedoring & Terminals L.P. for and on behalf of the Board; (6) authorize the Harbor Department to proceed with the Green Omni Terminal Project approved for funding by the California Air Resources Board; and (7) adopt Resolution No.. Environmental Management 10. RESOLUTION NO. - TECHNOLOGY ADVANCEMENT PROGRAM GRANT AGREEMENT WITH MAERSK AGENCY U.S.A., INC. AS AGENT FOR MAERSK LINE A/S, AND COST SHARE AGREEMENT WITH THE PORT OF LONG BEACH FOR THE OCEAN-GOING VESSEL ENERGY EFFICIENCY MEASUREMENT DEMONSTRATION PROJECT Summary: Staff requests that the Board of Harbor Commissioners (Board) approve and enter into a Grant Agreement with Maersk for the Project in the amount of $1,000,000 as well as approve and enter into a Cost Share Agreement with POLB to share $500,000 of the proposed Project cost. The Clean Air Action Plan (CAAP) Technology Advancement Program (TAP) Advisory Committee (AC) has reviewed and recommends funding for an Ocean-Going Vessel Energy Efficiency Measurement Demonstration Project (Project) proposed by Maersk Agency U.S.A., Inc. as agent for Maersk Line A/S (Maersk) located in Charlotte, North Carolina. The proposed Project will demonstrate energy and fuel-based efficiency improvements with enhanced data collection on four of Maersk s ocean-going vessels (OGVs) calling at the Ports of Los Angeles and Long Beach (Ports). The total requested TAP funding amount is $1,000,000, which will be shared equally by the City of Los Angeles Harbor Department (Harbor Department) and the Port of Long Beach (POLB) for a total of $500,000 from each. Recommendation: Board resolve to (1) find that the proposed action is exempt from the requirements of the California Environmental Quality Act (CEQA) under Article III Class 6(2) of the Los Angeles City CEQA Guidelines as determined by the Director of Environmental Management; (2) approve the TAP Grant Agreement with Maersk for the total not-to-exceed amount of $1,000,000; (3) approve the Cost Share Agreement with the Port of Long Beach for the reimbursement of $500,000 from the Port of Long Beach to the City of Los Angeles Harbor Department, as established by the Clean Air Action Page 12 of 20

13 10. (Continued) Plan Master Cost Sharing Agreement No. 2546; (4) authorize the Executive Director to execute and the Board Secretary to attest to the Grant Agreement with Maersk, for and on behalf of the Board; (5) authorize the Executive Director to execute and the Board Secretary to attest to the Cost Share Agreement with the Port of Long Beach, for and on behalf of the Board; and (6) adopt Resolution No.. Waterfront & Commercial Real Estate 11. RESOLUTION NO. - APPROVE PERMIT NO. 914 WITH EXXONMOBIL OIL CORPORATION AND ASSIGNMENT OF PERMIT TO PBF ENERGY WESTERN REGION LLC Summary: Staff requests approval of Permit No. 914 with ExxonMobil Oil Corporation (ExxonMobil) for a term of five years to succeed Permit Nos. 704 and 418; and Revocable Permit Nos. 1059, 1464, and Staff also requests consent to assign the proposed five year permit to PBF Energy Western Region LLC (PBF), a subsidiary of PBF Energy Inc. (PBF Energy). Permit No. 704 grants ExxonMobil the right to use City of Los Angeles Harbor Department (Harbor Department) land, subsurface, and water areas at Berths D, and the parcels at 551 Pilchard Street on Terminal Island, for the construction, operation, and maintenance of a marine oil terminal and storage tanks. Permit No. 704 is currently on holdover, as its 25-year term expired on December 31, Permit No. 418 grants ExxonMobil the right to use Harbor Department land (surface and subsurface) for construction, maintenance and operation of subsurface pipelines and for purposes incidental thereto. Permit No. 418 is currently on holdover, as its 20-year term expired on June 30, Revocable Permit Nos. 1059, 1464, and grant ExxonMobil use of Harbor Department property in various locations on Terminal Island for the construction, maintenance, and operation of directional signs, abandoned pipelines, and dust suppression landscaping strip. In a separate transaction, staff requests approval of Revocable Permit No (RP16-14) to PBF for Mobil Pacific Pipeline Company s (MPPC) pipelines which are located under the classification yard in Wilmington currently issued under Permit No Page 13 of 20

14 11. (Continued) Recommendation: Board resolve to (1) find that the proposed action is exempt from the requirements of the California Quality Act (CEQA) under Article III Class 1(14) of the Los Angeles City CEQA Guidelines as determined by the Director of Environmental Management; (2) approve Permit No. 914 with ExxonMobil Oil Corporation; (3) approve the restoration Guaranty provided by ExxonMobil Oil Corporation; (4) approve the parent Guaranty(s) provided by PBF Energy, Inc., PBF Energy Company, LLC, and PBF Holding Company, LLC; (5) approve the Order consenting to assignment of Permit No. 914 from ExxonMobil Oil Corporation to PBF Energy Western Region LLC, a subsidiary of PBF Energy Inc. Effectiveness of Board consent is subject to Permit No. 914 being effective per section 245 of the Los Angeles City Charter; (6) approve Revocable Permit No PBF Energy Western Region LLC; (7) authorize the Executive Director to execute and the Board Secretary to attest to Permit No. 914 with ExxonMobil Oil Corporation; (8) authorize the Executive Director to execute and the Board Secretary to attest to the Order consenting to assignment of the successor Permit subject to Permit No. 914 becoming executable under Section 245 of the Los Angeles City Charter; (9) authorize the Executive Director to execute and the Board Secretary to attest to the restoration Guaranty provided by ExxonMobil Oil Corporation; (10) authorize the Executive Director to execute and the Board Secretary to attest to the parent Guaranty(s) provided by PBF Energy, Inc., PBF Energy Company, LLC, and PBF Holding Company, LLC; (11) authorize the Executive Director to execute and the Board Secretary to attest to Revocable Permit No ; (12) adopt Resolution No. ; and (13) adopt Order No.. Page 14 of 20

15 Waterfront & Commercial Real Estate 12. RESOLUTION NO. - APPROVAL OF A LEASE BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND SAN PEDRO PUBLIC MARKET, LLC FOR THE COMMERCIAL REDEVELOPMENT OF THE PORTS O CALL SITE Summary: Staff requests approval of a 50-year ground lease (Lease) for the Ports O Call site, between the City of Los Angeles Harbor Department (Harbor Department) and San Pedro Public Market, LLC (Developer). This Lease would allow for the first comprehensive redevelopment of the approximately 30-acre Ports O Call site since its original development in the 1960s. The proposed scope of the work includes approximately 300,000 square feet of commercial uses in multiple phases. The initial phase is envisioned to include restaurants, retail, entertainment, office uses, open spaces, over water uses, and parking linked together by a promenade. The Developer plans for Phase 1 include approximately 168,600 square feet of new buildings. The breakdown of uses would include approximately 100,000 square feet of restaurants, 38,600 square feet of retail and 30,000 square feet of creative office. Phase 2 would include the remaining 131,400 square feet and would be programmed based on market conditions. The Developer will maintain the premises inclusive of the Developer s improvements as well as the Waterfront Promenade and visitor boat slips. As explained further in this report, the Lease deviates from the Harbor Department Leasing Policy and Standard Lease Provisions in nine aspects: Rate of Return requirements, Security Deposit requirements; Lease-end demolition of improvements by Tenant, Standard Environmental requirements, Standard Indemnity requirements, Standard Insurance requirements, Standard Restoration, Compliance with Executive Directives requirements to Applicable Law, and Subleases. Recommendation: Board resolve to (1) find that, in accordance with the provisions of the California Environmental Quality Act Guidelines Section 15164, the proposed 50- year Lease will not result in any new significant environmental effects or any substantially more severe effects than previously analyzed in the certified Environmental Impact Report; (2) find, pursuant to City Charter Section 607(a), that a 50-year term for the Lease with San Pedro Public Market, LLC is in the best interest of the City of Los Angeles Harbor Department and the City of Los Angeles, in consideration of the need for substantial investment and expertise in commercial real estate development; (3) find that in accordance with Section VIII (1) (2) of the Harbor Department Leasing Policy, it is in the best interest of the City of Los Angeles Harbor Department to structure the compensation in the manner stated herein to advance the Port as a favorable place to do business; (4) find that it is in the best interest of the City of Los Angeles Harbor Department to deviate from the Rate-of-Return and minimum guarantee targets of the Harbor Department Leasing Policy Section VIII (1) (2) (3) to Page 15 of 20

16 12. (Continued) allow for a lower Rate-of-Return during development stage in order to realize a potentially higher Rate-of-Return during the operational stage of the Lease; (5) find that it is in the best interest of the City of Los Angeles Harbor Department to deviate from the required Security Deposit of the Harbor Department Leasing Policy Section XI (1) to allow those funds to be utilized for development costs; (6) find that it is in the best interest of the City of Los Angeles Harbor Department to deviate from the end of Lease Tenant demolition requirements of the Harbor Department Leasing Policy Section XIV (2) and Standard Lease Provisions Section 1.1 to allow for retention of the improvements and provide continuity in the operation of the development at the end of the Lease; (7) find that it is in the best interest of the City of Los Angeles Harbor Department to deviate from the standard Environmental requirements of the Harbor Department Standard Lease Provisions Section 4.6 to differentiate responsibility for existing environmental conditions against future environmental conditions during the possessory period of the Lease; (8) find that it is in the best interest of the City of Los Angeles Harbor Department to deviate from the standard Indemnity requirements of the Standard Lease Provisions Section 11.1 to reflect the commercial, retail, and entertainment aspects of the development; (9) find that it is in the best interest of the City of Los Angeles Harbor Department to deviate from the standard Insurance requirements of the Standard Lease provisions Section 11.2 to reflect the availability of commercially reasonable insurance policies throughout the various stages of construction and operation of the development; (10) find that it is in the best interest of the City of Los Angeles Harbor Department to deviate from the compliance requirements of the Standard Lease provisions Section 2.1 to limit compliance for Executive Directives requirement to Applicable Law to reflect the commercial, retail, and entertainment nature of the development; (11) find that it is in the best interest of the City of Los Angeles Harbor Department to deviate from the sub-lease Board approval requirements of the Harbor Department Leasing Policy Section XII (1) and Standard Lease Provisions Section to allow for the Developer to lease-up and fill vacancies to maximize the operation of the development; (12) consider the Third Addendum to the certified Environmental Impact Report prepared for the San Pedro Waterfront Project; (13) authorize the Environmental Management Division to file a Notice of Determination with the Los Angeles County Clerk and the Los Angeles City Clerk; (14) approve the Permit with San Pedro Public Market, LLC, as substantially attached; (15) direct the Board Secretary to transmit the Permit to the City Council for approval pursuant to Charter Sections 606 and 607 of the City Charter; (16) authorize the Executive Director to execute and the Board Secretary to attest to the Permit upon approval by City Council; and (17) adopt Resolution No.. Page 16 of 20

17 J. Special Order of the Day - Level II Non-Appealable Coastal Development Permit Continuation of May 5, 2016 Public Hearing 13(a) ISSUANCE OF A LEVEL II NON-APPEALABLE COASTAL DEVELOPMENT PERMIT (NO ) TO HECATE ENERGY LLC FOR CONSTRUCTION OF SOLAR CARPORTS AT 22 ND STREET PARK Pursuant to the California Coastal Act of 1976, as amended and the Port of Los Angeles certified Port Master Plan, notice is hereby given to all interested persons and organizations that the Los Angeles Board of Harbor Commissioners will hold a public hearing to receive public comments prior to considering the following for a Coastal Development Permit. Page 17 of 20

18 Planning & Strategy 13(b) RESOLUTION NO. - ISSUANCE OF A LEVEL II NON- APPEALABLE COASTAL DEVELOPMENT PERMIT (NO ) TO HECATE ENERGY LLC FOR CONSTRUCTION OF SOLAR CARPORTS AT 22 ND STREET PARK Summary: Staff requests that the Board of Harbor Commissioners (Board) approve a Level II non-appealable Coastal Development Permit (CDP) No to Hecate Energy LLC DBA Hecate Energy Harborside LLC (Hecate) for the installation of parking lot carports and photovoltaic systems at 22nd Street Park. On October 15, 2015, the Board approved the Operating Agreement between Hecate and the City of Los Angeles Harbor Department (Harbor Department) for 12 sites. The Operating Agreement provides for each photovoltaic system to be in service for a term of 20 years on site locations that include warehouse roofs, parking lots, and under-utilized ground areas. On March 17, 2016, the Board approved Resolution No for the first amendment to the Operating Agreement modifying the installation sites and removing the ground-mount sites. The first amendment substituted 4 sites in place of 6 sites, for a total of 10 remaining sites. Installation of solar panels on existing buildings does not require a CDP as outlined in the Port Master plan; however new construction of parking canopies will require a Level II CDP. On May 5, 2016, the Board approved CDP No , as amended, for Hecate to construct carport photovoltaic systems at Liberty Plaza and Berth 161. CDP excluded the 22nd Street site at the request of the Board. The Board also asked for the public hearing for CDP be continued and remain open to facilitate public comments for the 22nd Street site. No written comments have been submitted to the Harbor Department by the date of this report. The Harbor Department is not responsible for any construction or maintenance costs of the solar panels at any location. Recommendation: Board resolve to (1) find that the proposed action is exempt from the requirements of CEQA under Public Resources Code Division 13, Section as determined by the Director of Environmental Management; (2) hold a public hearing for the proposed Coastal Development Permit No , a Level II non-appealable permit; (3) find that the proposed project conforms with the Port of Los Angeles certified Port Master Plan and find that this project will have no significant adverse environmental impacts as provided in the Notice of Exemption prepared pursuant to the California Environmental Quality Act; (4) upon closure of the public hearing, resolve to approve the issuance of Coastal Development Permit No , consistent with the project description listed on Application for Port Permit No , and direct the Director of Planning and Strategy to issue said permit; and (5) adopt Resolution No.. Page 18 of 20

19 CLOSED SESSION K. Closed Session Items 1. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION (Subdivision (d)(1) of Government Code Section City of Los Angeles v. BAE Systems San Diego Ship Repair, Inc., United States District Court Case No. CV CBM (AGRx) 2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section ) Provide instructions to its real estate negotiators with respect to the proposed ground lease for Ports O Call site: Property: City Negotiator: Tenant Negotiators: Negotiating Parties: Under Negotiation: Berths 74-83, San Pedro, California Michael Galvin Eric Johnson, Brian Saenger City and LA Waterfront Alliance Price and Terms Page 19 of 20

20 K. (Continued) 3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section ) Provide instructions to its real estate negotiators with respect to the Permit 692 with Yusen Terminals Inc.: Property: City Negotiator: Tenant Negotiator: Negotiating Parties: Under Negotiation: Berths , Terminal Island, California Jack Hedge Alan McCorkle City and Yusen Terminals Inc. Price and Terms 4. CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION (Subdivision (d)(2) of Government Code Section Receipt of Claim pursuant to Government Claims Act (one claim) Claimant: Eagle Marine Services, Ltd. Agency claimed against: City of Los Angeles 5. THREAT TO PUBLIC SERVICES OR FACILITIES (Government Code Section 54957) Consultation with: Los Angeles Port Police Chief Thomas Gaszi and Assistant Chief Michael Hillman Location of Briefing: Port Police Building Department Operations Center, 330 S. Centre St., San Pedro, CA L. Adjournment Page 20 of 20