A. OPENING STATEMENT AN OPPORTUNITY FOR MEMBERS OF THE PUBLIC TO ADDRESS THIS BOARD

BOARD OF HARBOR COMMISSIONERS Ambassador Vilma S. Martinez, President Vice President David Arian Commissioner Patricia Castellanos Commissioner Anthony Pirozzi, Jr. Commissioner Edward R. Renwick Meeting Start Time: 8:40 a.m. Present: Absent: Ambassador Vilma S. Martinez, Vice President David Arian, Commissioner Patricia Castellanos, Commissioner Anthony Pirozzi, Jr., and Commissioner Edward R. Renwick*. (5) *Commissioner Renwick arrived at approximately 9:00 a.m. AMBASSADOR VILMA S. MARTINEZ PRESIDED A. OPENING STATEMENT AN OPPORTUNITY FOR MEMBERS OF THE PUBLIC TO ADDRESS THIS BOARD PERSONS IN THE AUDIENCE MAY ADDRESS THIS BOARD IN CONNECTION WITH ANY AGENDA ITEM OR DURING THE PUBLIC COMMENT PERIOD. AS PROVIDED BY THE BROWN ACT, THE BOARD HAS LIMITED EACH INDIVIDUAL S SPEAKING TIME TO THREE MINUTES. ANYONE DESIRING TO SPEAK DURING THE PUBLIC COMMENT PERIOD IS REQUESTED TO COMPLETE A SPEAKER CARD AND SUBMIT IT TO THE COMMISSION SECRETARY, VIA THE SERGEANT AT ARMS, PRIOR TO THE START OF THE MEETING. 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. Page 1 of 26

B. COMMENTS FROM THE PUBLIC ON NON-AGENDA ITEMS The following persons provided public comment: Ruben Hurtado, Local 56 ILWU John Cushing, Pierpass Katherine Gray, San Pedro Convention and Visitors Bureau Janet Gunter, San Pedro Peninsula Homeowners United Michele Grubbs, Pacific Merchant Shipping Association C. EXECUTIVE DIRECTOR REMARKS Executive Director Eugene D. Seroka reported on the following: Container Volumes Increased 9.04% in the month of September 2014 Report back from the Wilmington Board of Harbor Commissioners meeting of September 18, 2014 Labor Issues Update European Business Development Trip during the week of October 16, 2014 Ronald Boyd, Port Police Chief, provided an update on Port Security. D. REPORTS OF THE COMMISSIONERS Vice President Arian reported on the following: Interview with David Kelly from Cal. State University of Long Beach on September 18, 2014 Attended the Red Bull Global Rally Cross that took place during September 19 21, 2014 Attended a tour of Berth 86 with Congressman Bill Shuster on September 23, 2014 Meeting with Congressman Alan Lowenthal on September 23, 2014 Attended the 2014 Connie Awards on September 23, 2014 Page 2 of 26

D. (Continued) Meeting with Dustin Thomason and Aaron Berg of WGN America on September 25, 2014 Reported on the European Business Development Trip during the week of October 16, 2014 Attended the Breakbulk Americas 2014 Conference in Houston, Texas during September 30, 2014 October 2, 2014 Commissioner Pirozzi, Jr. reported on the following: Attended the Red Bull Global Rally Cross that took place during September 19 21, 2014 Commissioner Castellanos reported on the following: Attended a tour of the Boys and Girls Club facility in Wilmington, CA with Mike Lansing on September 24, 2014 Attended the YMCA Pool Dedication Ceremony on September 25, 2014 Attended the Women of City Hall Event on October 15, 2014 Commissioner Renwick reported on the following: Meeting with Jonathan Rosenthal, Chairman of Total Transportation Services, Inc., on August 13, 2014 Ambassador Martinez did not report out. Page 3 of 26

E. BOARD COMMITTEE REPORTS Vice President Arian reported on the Port Efficiency Committee (PEC), Port Industrial and Economic Development Committee (PIE), and the Federal Maritime Commission Hearing held on September 15, 2014. F. APPROVAL OF THE MINUTES September 4, 2014 Special Meeting RECOMMENDATION APPROVED G. PRESENTATION 1. 2014 Tall Ships Festival Recap Cynthia Ruiz, Deputy Executive Director, provided a power point presentation. The following person provided public comment on Item G: Katherine Gray, San Pedro Convention and Visitors Bureau Page 4 of 26

H. SPECIAL ORDER OF THE DAY Public Hearing 1(a) PUBLIC HEARING FOR THE ISSUANCE OF A LEVEL II NON- APPEALABLE COASTAL DEVELOPMENT PERMIT (NO. 14-18) TO RAISE ONE CRANE AND LENGTHEN THE BOOM AT THE TRAPAC TERMINAL (BERTHS 136-147) 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. AMBASSADOR MARTINEZ OPENED THE PUBLIC HEARING 1) Ambassador Martinez opened the public hearing to receive comments 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. 2) Comments from the public were called. 3) No comments from the public were made. 4) Interim Director of Planning and Economic Development Michael Keenan provided a power point presentation. AMBASSADOR MARTINEZ CLOSED THE PUBLIC HEARING Page 5 of 26

Planning and Economic Development 1(b) Re: RESOLUTION NO. 14-7703 - ISSUANCE OF A LEVEL II NON- APPEALABLE COASTAL DEVELOPMENT PERMIT (NO. 14-18) TO RAISE ONE CRANE AND LENGTHEN THE BOOM AT THE TRAPAC TERMINAL (BERTHS 136-147) SUMMARY: TraPac Inc. (TraPac) is proposing to raise one crane by approximately 24 feet and lengthen the boom by approximately 16 feet in order to service larger container vessels at Berths 136-147 more efficiently. The proposed project is the financial responsibility of TraPac because TraPac owns the crane. Staff is recommending that the Board of Harbor Commissioners (Board) approve a Level II non-appealable Coastal Development Permit (CDP) No. 14-18 for the proposed project. Recommendation: Board resolve to (1) hold a public hearing for the proposed Coastal Development Permit No. 14-18, a Level II non-appealable permit; (2) find that the proposed project conforms with the certified Port Master Plan and find that this project will have no significant adverse environmental impacts as provided in the California Environmental Quality Act; (3) upon closure of the public hearing, resolve to approve the issuance of Coastal Development Permit No. 14-18, consistent with the project description listed on Application for Port Permit No. 140730-089, and direct the Director of Planning & Economic Development to issue said permit; and (4) adopt Resolution No. 14-7703. ROLL CALL VOTE WAS TAKEN Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED AND RESOLUTION NO. 14-7703 ADOPTED Page 6 of 26

I. BOARD REPORTS OF THE EXECUTIVE DIRECTOR CONSENT ITEMS (2-10) Environmental Management 2. Re: RESOLUTION NO. 14-7704 - APPROVAL OF FIRST AMENDMENT TO AGREEMENT NO. 12-3072 WITH SEASIDE TRANSPORTATION SERVICES, LLC. UNDER THE PORT OF LOS ANGELES AIR QUALITY MITIGATION INCENTIVE PROGRAM FOR THE REPOWER OF RUBBER-TIRED GANTRY CRANES SUMMARY: In December 2007, the Board of Harbor Commissioners (Board) awarded an Air Quality Mitigation Incentive Program (AQMIP) Grant for $875,000 to Seaside Transportation Services, LLC (STS). The grant was initially intended to retrofit 14 rubber-tired gantry crane engines (RTGs) with California Air Resources Board (CARB) Level III verified diesel particulate filters (DPFs). Due to delays with the DPF technology verification, STS formally changed their request, which was approved by the Board in June 2011, to use a portion of the grant, $350,000, to retrofit 14 top picks with CARB-verified Level II emission control technologies, with the remaining balance of $525,000 to be used to retrofit 11 RTGs when the DPF technology was verified by CARB. In May 2012, the Board approved Agreement No. 12-3072 with STS, for $525,000, to retrofit 11 RTG engines with CARB certified Level II DPFs which would be later upgraded to Level III DPFs. Instead, STS has decided to repower the 11 RTGs with CARB Certified Tier 4i Caterpillar engines rather than retrofit the existing engines with DPFs. This change in scope requires an amendment to Agreement No. 12-3072. Staff recommends amending Agreement No. 12-3072 to allow STS to utilize $525,000 to offset the cost to repower 11 RTGs with CARB Certified Tier 4i Caterpillar engines for a term of three years ending June 24, 2015. The First Amendment to Agreement No. 12-3072 is the financial responsibility of the City of Los Angeles Harbor Department (Harbor Department). Recommendation: Board resolve to (1) approve the First Amendment to Air Quality Mitigation Improvement Program Grant Agreement No. 12-3072 between the City of Los Angeles Harbor Department and Seaside Transportation Services, LLC., in the not-to-exceed amount of $525,000 for 11 rubber-tired gantry crane engine repowers; (2) authorize the Executive Director to execute and the Board Secretary to attest to said Agreement for and on behalf of the Board; and (3) adopt Resolution No. 14-7704. Page 7 of 26

2. (Continued) Motion by Vice President Arian, seconded by Commissioner Pirozzi, Jr., and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED AND RESOLUTION NO. 14-7704 ADOPTED Goods Movement 3. Re: RESOLUTION NO. 14-7705 - APPROVE REQUEST FOR ON-CALL TRANSPORTATION ENGINEERING/PLANNING CONSULTING SERVICES AGREEMENTS WITH ITERIS, INC.; CAMBRIDGE SYSTEMATICS, INC.; AND PARSONS TRANSPORTATION GROUP SUMMARY: Transportation studies in the specialized and unique goods movement field is an important element of the Goods Movement Division s mission. Studies are needed for a wide variety of activities and purposes including: grant applications, terminal/port master planning, Caltrans Project Study Reports, specialized studies needed for environmental documents, and critical input/support to external agencies. Neither the City of Los Angeles Harbor Department (Harbor Department) nor other City of Los Angeles (City) departments have the sufficient resources to perform this work. Consequently, consulting services are needed. Three-year contracts, each in the amount of $285,000 (a combined contract total of $855,000), per Harbor Department approved budget, are requested with the following three firms: Iteris, Inc., Cambridge Systematics, Inc.; and Parsons Transportation Group. Recommendation: Board resolve to (1) find that in accordance with the City Charter Section 1022, work under the subject contract can be performed more feasibly by an independent contractor rather than by City employees; (2) approve the three on-call consulting services agreements for a term of three years, each in the amount of $285,000 (a combined contract total of $855,000) as follows: a) Iteris, Inc. (Long Beach, CA); b) Cambridge Systematics, Inc. (Los Angeles, CA); c) Parsons Transportation Group (Irvine, CA); Page 8 of 26

3. (Continued) (3) authorize the Executive Director to execute and the Board Secretary to attest to said agreements, for and on behalf of the Board; and (4) adopt Resolution No. 14-7705. Motion by Vice President Arian, seconded by Commissioner Pirozzi, Jr., and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED; RESOLUTION NO. 14-7705 ADOPTED; AND AGREEMENT NOS. 14-3275, 14-3276, AND 14-3277 APPROVED AND ITS EXECUTION AUTHORIZED Executive Office 4. Re: RESOLUTION NO. 14-7706 - APPROVE HARBOR COMMUNITY BENEFIT FOUNDATION S COMMUNITY BENEFIT GRANTS PROGRAM ROUND 2 AND THE TRANSFER OF PORT COMMUNITY MITIGATION TRUST FUNDS SUMMARY: The Port Community Mitigation Trust Fund (PCMTF) was established for the purpose of funding appropriate mitigation projects and grants addressing port-related impacts for the communities of Wilmington and San Pedro. The Harbor Community Benefit Foundation (HCBF), an independent nonprofit organization established to operate the PCMTF, is responsible for identifying qualifying projects to receive grant funding from the PCMTF and concurrence by the Board of Harbor Commissioners (Board). The HCBF Board of Directors has confirmed its selection of projects to receive funding from the Community Benefit Grant Program Round 2, and is requesting Board approval of the award recipients and a transfer of funds from the PCMTF, in accordance with the TraPac Memorandum of Understanding (MOU) and Operating Agreement. Proposed projects will address port impacts on the local environment, access to marine and maritime education and career development opportunities, and other Page 9 of 26

4. (Continued) community resources with a Tidelands nexus in Wilmington and San Pedro. Upon approval, HCBF will transfer $570,000 from the PCMTF to award 20 grants for the 2015 calendar year under the Community Benefit Grants Program Round 2. Upon the transfer of funds, HCBF will be financially responsible for the proposed projects and for the disbursement of funds as required program thresholds are met. No additional payments from the Harbor Department will be required to fund this request. Recommendation: Board resolve to (1) approve Harbor Community Benefit Foundation s selection of 20 projects to receive awards from the Community Benefit Grant Program Round 2, funded by the Port Community Mitigation Trust Fund; (2) authorize the Executive Director or his designee to execute a joint letter with the Harbor Community Benefit Foundation to approve the distribution of funds in one lump sum payment of $570,000 from J.P. Morgan Private Bank to the Harbor Community Benefit Foundation to be used in accordance with Harbor Community Benefit Foundation s request; and (3) adopt Resolution No. 14-7706. Motion by Vice President Arian, seconded by Commissioner Pirozzi, Jr., and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED AND RESOLUTION NO. 14-7706 ADOPTED Page 10 of 26

Information Technology 5. Re: RESOLUTION NO. 14-7707 - AGREEMENT BETWEEN CITY OF LOS ANGELES HARBOR DEPARTMENT AND DEFY AGENCY, INC. FOR AS-NEEDED WEBSITE AND MOBILE APPLICATIONS SUPPORT SUMMARY: The Information Technology (IT) Division is requesting approval to enter into an agreement with Defy Agency, Inc. (Defy), located in Culver City, California, to provide as-needed technical and design support services for the City of Los Angeles Harbor Department's (Harbor Department) websites and mobile applications. The recommendation to select Defy is based on a competitive Request for Proposal (RFP) process performed by the Harbor Department. Defy is a certified Very Small Business Enterprise (VSBE); therefore, 100% of the agreement will contribute towards the Harbor Department's VSBE goals. The term of the agreement is three years at a not-to-exceed amount of $360,000. Website and mobile applications support is the financial responsibility of the Harbor Department. Recommendation: Board resolve to (1) find that in accordance with the Los Angeles City Charter Section 1022, the services required can be performed more feasibly by an outside contractor than by City employees; (2) approve the agreement with Defy for a term of three years at an amount not-to exceed $360,000; (3) authorize the Executive Director to execute and the Board Secretary to attest to said agreement; and (4) adopt Resolution No. 14-7707. Motion by Vice President Arian, seconded by Commissioner Pirozzi, Jr., and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED; RESOLUTION NO. 14-7707 ADOPTED; AND AGREEMENT NO. 14-3278 APPROVED AND ITS EXECUTION AUTHORIZED Page 11 of 26

Engineering 6. Re: RESOLUTION NO. 14-7708 - APPROVAL OF FIRST AMENDMENT TO AGREEMENT NO. 12-3093 BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND HOOD DESIGN STUDIO, LLC SUMMARY: In September, 2012, the Board of Harbor Commissioners (Board) approved Agreement No. 12-3093 with Hood Design Studio, LLC, (Agreement) for the fabrication and installation of the Coastline public art piece at the Wilmington Waterfront Park, for a total fee of $292,500. The Coastline public art installation is the financial responsibility of the City of Los Angeles Harbor Department (Harbor Department). The two- year Agreement will expire on October 10, 2014. Due to permitting delays and difficulties in obtaining stone necessary for the art work, the project will not be completed by the expiration of the contract. The Harbor Department s The Engineering Division recommends approval of the First Amendment to Agreement No. 12-3093 that will extend the contract duration by six 6 months, to April 2015 for a total of thirty months. This extension will allow the project to be completed, within the currently budgeted fiscal year, without any increase in the contract amount. Recommendation: Board resolve to (1) find that in accordance with the City Charter Section 1022, the work covered under this First Amendment can be performed more economically or feasibly by independent artists rather than by City of Los Angeles (City) employees; (2) approve the First Amendment to Agreement No. 12-3093 between the City of Los Angeles (City) and Hood Design Studio, LLC, increasing the contract duration by six months to a total of thirty30 months, with no increase in contract amount; (3) authorize the Executive Director to execute and the Board Secretary to attest to said Amendment for and on behalf of the Board; and (4) adopt Resolution No. 14-7708. Motion by Vice President Arian, seconded by Commissioner Pirozzi, Jr., and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED; RESOLUTION NO. 14-7708 ADOPTED; AND AGREEMENT NO. 14-3093-A APPROVED AND ITS EXECUTION AUTHORIZED Page 12 of 26

Contracts and Purchasing 7. Re: RESOLUTION NO. 14-7709 - AWARD OF CONTRACT NO. 39706 TO CANON BUSINESS SOLUTIONS FOR THE LEASE/RENTAL OF PHOTOCOPIER EQUIPMENT SUMMARY: The Contracts and Purchasing Division (CPD) requests approval to award Contract No. 39706 to Canon Business Solutions for photocopier lease/rental services. Contract No. 39706 is a one-year contract, with two, oneyear renewal options at an annual amount not-to-exceed $273,000. Through this contract, Canon Business Solutions will supply and maintain photocopiers at various Harbor Department office locations. Expenditures under this contract are the financial responsibility of the Harbor Department. Recommendation: Board resolve to (1) approve Contract No. 39706 with Canon Business Solutions for a one-year term at a not-to-exceed amount of $273,000; (2) authorize the Executive Director to execute two, one-year extensions at an amount not-to-exceed $273,000 annually, subject to budget authorization in each fiscal year; (3) authorize the Executive Director to execute the proposed contract; and (4) adopt Resolution No. 14-7709. Motion by Vice President Arian, seconded by Commissioner Pirozzi, Jr., and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED AND RESOLUTION NO. 14-7709 ADOPTED Page 13 of 26

Planning & Economic Development 8. Re: RESOLUTION NO. 14-7710 - ISSUANCE OF A LEVEL I NON- APPEALABLE COASTAL DEVELOPMENT PERMIT (NO. 14-16) TO THE PORT OF LOS ANGELES TO CREATE 3 ACRES OF EELGRASS BED AT CABRILLO BEACH SUMMARY: The City of Los Angeles Harbor Department (Harbor Department) is proposing to develop a 3-acre eelgrass mitigation site in the Inner Cabrillo Beach area. The site is being constructed to mitigate impacts to eelgrass from maintenance dredging at the Berth 24 Boat Ramp Basin and to offset outstanding eelgrass mitigation obligations incurred from dredging for Phase II of the Cabrillo Way Marina. The proposed project is the financial responsibility of the Harbor Department because the regulatory and resource agencies have identified the Harbor Department as the responsible party for the mitigation. Staff is recommending that the Board of Harbor Commissioners (Board) approve Coastal Development Permit (CDP) No. 14-16, a Level I non-appealable permit for the proposed project. Recommendation: Board resolve to (1) find that the proposed project conforms with the certified Port Master Plan and find that this project will have no significant adverse environmental impacts as provided in the California Environmental Quality Act; (2) resolve to approve the issuance of Coastal Development Permit No. 14-16, consistent with the project description listed on Application for Port Permit No. 140808-098, and direct the Director of Planning & Economic Development to issue said permit; and (3) adopt Resolution No. 14-7710. Motion by Vice President Arian, seconded by Commissioner Pirozzi, Jr., and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED AND RESOLUTION NO. 14-7710 ADOPTED Page 14 of 26

Real Estate 9. Re: RESOLUTION NO. 14-7711 - APPROVE SUCCESSOR PERMIT NO. 908 WITH TESORO LOGISTICS OPERATIONS LLC SUMMARY: Proposed successor Permit No. 908 between the City of Los Angeles Harbor Department (Harbor Department) and Tesoro Logistics Operations LLC (Tesoro), an oil pipeline operator, grants Tesoro the use of 16,909 square feet (s.f.) of subsurface land area for a term of 20 years. The premises, located in East Wilmington, are for the operation and maintenance of existing subsurface pipelines for transportation of petroleum products. It is proposed that compensation be set at $24,518 annually, based on the Harbor Department receiving a 10 percent annual rate of return on a negotiated land value of $29 per s.f., with subsurface parcels discounted by 50 percent. Successor Permit No. 908 will also include a Consumer Price Index (CPI) escalator. The $2.90 per s.f. per year land rent is a negotiated rent and is consistent with market rent in the East Wilmington area. Recommendation: Board resolve to (1) approve Permit No. 908 with Tesoro Logistics Operations LLC; (2) direct the Board Secretary to transmit Permit No. 908 to the Los Angeles City Council for approval pursuant to Section 606 of the City s Charter; (3) authorize the Executive Director to execute and the Board Secretary to attest to Permit No. 908 upon approval by the City Council; and (4) adopt Resolution No. 14-7711. Motion by Vice President Arian, seconded by Commissioner Pirozzi, Jr., and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED AND RESOLUTION NO. 14-7711 ADOPTED Page 15 of 26

10. Re: RESOLUTION NO. 14-7712 - APPROVE SUCCESSOR PERMIT NO. 909 WITH TESORO SOCAL PIPELINE COMPANY LLC SUMMARY: Proposed successor Permit No. 909 between the City of Los Angeles Harbor Department (Harbor Department) and Tesoro SoCal Pipeline Company LLC (Tesoro), an oil pipeline operator, grants Tesoro the use of 23,701 square feet (s.f.) of two non-contiguous subsurface land areas for a term of 20 years. The premises, located in East Wilmington, are for the operation and maintenance of existing subsurface pipelines for transportation of petroleum products. It is proposed that compensation be set at $34,366 annually, based on the Harbor Department receiving a 10 percent annual rate of return on a negotiated land value of $29 per s.f., with subsurface parcels discounted by 50 percent. Successor Permit No. 909 will also include a Consumer Price Index (CPI) escalator. The $2.90 per s.f. per year land rent is a negotiated rent and is consistent with market rent in the East Wilmington area. Recommendation: Board resolve to (1) approve Permit No. 909 with Tesoro SoCal Pipeline Company LLC; (2) direct the Board Secretary to transmit Permit No. 909 to the Los Angeles City Council for approval pursuant to Section 606 of the City s Charter; (3) authorize the Executive Director to execute and the Board Secretary to attest to Permit No. 909 upon approval by the City Council; and (4) adopt Resolution No. 14-7712. Motion by Vice President Arian, seconded by Commissioner Pirozzi, Jr., and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED AND RESOLUTION NO. 14-7712 ADOPTED Page 16 of 26

REGULAR ITEMS (11-14) Planning and Economic Development 11. Re: RESOLUTION NO. 14-7713 - 2014 STRATEGIC PLAN SUMMARY: The Port of Los Angeles (Port) 2014 Strategic Plan (2014 Plan) is an update to the 2012-2017 Strategic Plan (2012 Plan). The 2014 Plan tightens the actionable focus of the City of Los Angeles Harbor Department (Harbor Department) with a Mission Statement, reorganizes the number of Objectives from seven to four, and reprioritizes previous initiatives and actions, many of which were completed. Approval of the 2014 Plan does not obligate the Harbor Department to any specific development project or financial expenditure. The 2014 Plan would be used as a policy document to align the allocation of resources with strategic priorities. Recommendation: Board resolve to (1) approve the Port of Los Angeles 2014 Strategic Plan to replace the previous 2012 Plan; and (2) adopt Resolution No. 14-7713. Executive Director Eugene D. Seroka provided a power point presentation on Item No. 11. The following persons from the public provided public comment on Item No. 11: Pat Nave, San Pedro Resident Janet Gunter, San Pedro Peninsula Homeowners United Motion by Vice President Arian, seconded by Commissioner Renwick, and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED AND RESOLUTION NO. 14-7713 ADOPTED Page 17 of 26

Engineering 12. Re: RESOLUTION NO. 14-7714 - APPROVAL OF PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND MOFFATT & NICHOL FOR CONCEPTUAL DESIGN ALTERNATIVES OF BERTH 57 WHARF RETROFIT AND GROUND IMPROVEMENTS PROJECT, A COMPONENT OF THE ALTASEA PROJECT SUMMARY: The Engineering Division recommends approval of a personal services agreement (Agreement) with Moffatt & Nichol to provide professional engineering services to prepare conceptual design alternatives with comprehensive construction cost estimates for the Berth 57 Wharf Retrofit and Ground Improvements project (Berth 57 Project), a component of the AltaSea project. Lease No. 904 with AltaSea at the Port of Los Angeles (AltaSea) was approved by the Board of Harbor Commissioners on November 7, 2013. Task 1 and Task 10 for a total amount of $500,000 allows for the preparation of conceptual design alternatives and cost estimates for Berth 57 Wharf Retrofit and Ground Improvements. The $500,000 personal services agreement to partially support the AltaSea project is the financial responsibility of the Harbor Department. Recommendation: Board resolve to (1) find that in accordance with the City Charter Section 1022, work under the subject Agreement is temporary in nature and can be performed more feasibly by an independent contractor rather than by City of Los Angeles employees; (2) approve a personal services agreement with Moffatt & Nichol for conceptual design engineering services for the Berth 57 Wharf Retrofit and Ground Improvements project with a not-to-exceed amount of $500,000 and a term of three years; (3) authorize the Executive Director to execute and the Board Secretary to attest to said Agreement for and on behalf of the Board; (4) direct the Executive Director, to report back to the Board with the findings and recommendations of the conceptual design alternatives review and a status update of AltaSea s compliance with the criteria for accepting the Berth 57 parcel for AltaSea; and (5) adopt Resolution No. 14-7714. Chris Grossi, Engineering Division, provided a power point presentation on Item No. 12. Page 18 of 26

12. (Continued) Motion by Commissioner Pirozzi, Jr., seconded by Vice President Arian, and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED; RESOLUTION NO. 14-7714 ADOPTED; AND AGREEMENT NO. 14-3279 APPROVED AND ITS EXECUTION AUTHORIZED Real Estate 13. Re: RESOLUTION NO. 14-7715 - APPROVAL OF PROPOSED GUARANTY AGREEMENT BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND THE ANNENBERG FOUNDATION RELATING TO PERMIT NO. 904 (THE ALTASEA PROJECT) SUMMARY: In November 2013, the Board of Harbor Commissioners (Board) approved Lease No. 904 (Lease) for the AltaSea marine research facility project. Under the terms of the Lease, AltaSea is required to perform various tasks and meet certain conditions prior to the City of Los Angeles Harbor Department (Harbor Department) initiating any work it is required to perform. To date, AltaSea has not met all of the conditions necessary to initiate the Harbor Department s obligations under the Lease. However, the Harbor Department wishes to perform certain limited work prior to AltaSea meeting all of its performance requirements. Specifically, the Harbor Department would conduct conceptual engineering design work related to the Berth 57 wharf retrofit and ground improvements to determine the feasibility and potential cost savings of an alternative design. AltaSea also proactively wishes to initiate said work to help maintain AltaSea s established project schedules. In order to induce the Harbor Department to begin work prior to its obligations under the Lease, The Annenberg Foundation (Annenberg), AltaSea s principal donor, is willing to guarantee reimbursements to the Harbor Department of up to $500,000 in engineering consultant costs related to the conceptual design work for Berth 57 in the event AltaSea fails to perform all of its obligations under the Lease. Page 19 of 26

13. (Continued) Recommendation: Board resolve to (1) approve the Guaranty Agreement with The Annenberg Foundation for reimbursement of up to $500,000 to the City of Los Angeles Harbor Department in the event that AltaSea fails to perform its Lease obligations; (2) authorize the Executive Director to execute and the Board Secretary to attest to said Agreement for and on behalf of the Board; and (3) adopt Resolution No. 14-7715. Commissioner Castellanos recused herself from Item No. 13. Regner Globus, Real Estate Division, provided a power point presentation on Item No. 13. Motion by Commissioner Renwick, seconded by Commissioner Pirozzi, Jr., and carried the following vote: Ayes: Noes: Ambassador Martinez, Vice President Arian, Commissioner Castellanos, Commissioner Pirozzi, Jr., and Commissioner Renwick. (5) RECOMMENDATION APPROVED; RESOLUTION NO. 14-7715 ADOPTED; AND AGREEMENT NO. 14-3280 APPROVED AND ITS EXECUTION AUTHORIZED Page 20 of 26

Environmental Management 14. Re: RESOLUTION NO. - FINAL ENVIRONMENTAL IMPACT REPORT FOR THE BERTHS 212 224 YUSEN TERMINALS, INC. [YTI] CONTAINER TERMINAL IMPROVEMENTS PROJECT (APP NO. 130204-020; SCH NO. 2013041017) SUMMARY: Staff recommends that the Board of Harbor Commissioners (Board) certify the Final Environmental Impact Report (EIR) for the Berths 212-224 [YTI] Container Terminal Improvements Project (proposed Project) in accordance with the California Environmental Quality Act (CEQA) and approve the proposed Project. The proposed Project would improve marine shipping and commerce at the existing Yusen Terminals, Inc. (YTI) Terminal located at Berths 212 224 on Terminal Island. The proposed Project involves improvement of an existing container terminal to accommodate the projected fleet mix of larger container vessels (up to 13,000 twenty-foot equivalent units (TEUs)) that are anticipated to call at the YTI Terminal through 2026. The proposed Project consists of deepening two existing berths (Berths 217 220, which is currently not in operation, and Berths 214 216, which is currently in operation), which would add an additional operating berth to the YTI Terminal, extending the 100-foot gauge crane rail to Berths 217 220, adding a single operational rail track to the Terminal Island Container Transfer Facility (TICTF) on-dock rail, modifying and replacing cranes, and constructing backland improvements. The proposed Project would increase the capacity of the YTI Terminal from 1,692,000 TEUs annually to 1,913,000 TEUs annually. Improvements at the other operating berth (Berths 212-213) would be limited to backlands repairs and crane modifications. In this action, the Board will need to consider and certify the Final EIR, make specific Findings of Fact (FOF) regarding the significant environmental impacts of the proposed Project and mitigation measures to reduce or avoid such impacts, adopt a Statement of Overriding Considerations (SOC), and adopt a Mitigation Monitoring and Reporting Program (MMRP) to track mitigation. With the application of mitigation measures and lease measures, significant and unavoidable impacts from the proposed Project remain related to air quality and meteorology, including operational and marina-based residential health risk, biological resources, greenhouse gas emissions, and cumulative impacts. Aside from mitigation and lease measures that are the responsibility of the tenant as outlined in the MMRP (Transmittal 3), the proposed Project is the financial responsibility of the Harbor Department. Page 21 of 26

14. (Continued) Recommendation: Board resolve to (1) certify that the Final Environmental Impact Report for the Berth 212-224 [YTI] Container Terminal Improvements Project: (a) has been completed in compliance with the California Environmental Quality Act (Public Resources Code 21000 et seq.), with the California Environmental Quality Act Guidelines (14 Cal. Code Regs. 15000 et. seq.), and the City of Los Angeles California Environmental Quality Act Guidelines; (b) was presented to the Board of Harbor Commissioners for review and the Board of Harbor Commissioners considered the information contained in the Final Environmental Impact Report prior to approving the Berth 212-224 [YTI] Container Terminal Improvements Project; and (c) reflects the independent judgment and analysis of the City of Los Angeles Harbor Department, and that all required procedures have been completed; (2) adopt the Findings of Fact and Statement of Overriding Considerations; (3) find that, in accordance with the information contained in the Final Environmental Impact Report, the Berth 212-224 [YTI] Container Terminal Improvements Project will have significant environmental effects on Air Quality and Meteorology, Biological Resources, Greenhouse Gas Emissions, and Cumulative Impacts; as defined by Public Resources Code Sections 21068, 21080, 21082.2, and 21083 and the State California Environmental Quality Act Guidelines, Sections 15064, 15064.4, 15064.5, and 15382; (4) find that, in accordance with the provisions of the California Environmental Quality Act Guidelines Section 15091(a)(1), changes or alterations have been required in, or incorporated into, the Berth 212-224 [YTI] Container Terminal Improvements Project, which substantially lessen or avoid the significant adverse environmental impacts identified in the Final Environmental Impact Report; (5) find that in accordance with the provisions of the California Environmental Quality Act Guidelines Section 15091(a)(3), specific economic, legal, social, technological, or other considerations, make infeasible certain mitigation measures and Alternatives identified in the Final Environmental Impact Report. Impacts to Air Quality and Meteorology, Biological Resources, Greenhouse Gas Emissions, and Cumulative Impacts remain significant and unavoidable even after all feasible mitigation is adopted; (6) find that, all information added to the Final Environmental Impact Report after public notice of the availability of the Draft Environmental Impact Report for public review but before certification merely clarifies, amplifies, or makes insignificant modifications in an adequate Environmental Impact Report and recirculation is not necessary; (7) find that, in accordance with Public Resources Code Section 21081(b) and California Environmental Quality Act Guidelines Section 15093, the benefits of the Berth Page 22 of 26

14. (Continued) 212-224 [YTI] Container Terminal Improvements Project outweigh the significant and unavoidable environmental impacts, and adopt the Findings of Fact and Statement of Overriding Considerations; (8) find that, in accordance with the TraPac Memorandum of Understanding No. 09-3764, the City of Los Angeles Harbor Department s contribution to the Port Community Mitigation Trust Fund for the Berth 212-224 [YTI] Container Terminal Improvements Project is $773,500; (9) adopt the Mitigation Monitoring and Reporting Program as required by Public Resources Code, Section 21081.6. The Mitigation Monitoring and Reporting Program is designed to ensure compliance with the mitigation measures, lease measures, and standard conditions adopted to mitigate or avoid significant effects on the environment, pursuant to and identifies the responsibilities of the City of Los Angeles Harbor Department, as lead agency, to monitor and verify project compliance with those mitigation measures, lease measures, and standard conditions; (10) approve the Berth 212-224 [YTI] Container Terminal Improvements Project identified in the Environmental Impact Report including all feasible mitigation measures and lease measures with consideration of the Findings of Fact and Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program; (11) direct the Real Estate Division to incorporate by reference the Environmental Impact Report, mitigation measures, lease measures, and Mitigation Monitoring and Reporting Program into any and all lease agreements or assignments encompassed in the approved Project; (12) authorize the Environmental Management Division to file the Notice of Determination with the Los Angeles County Clerk, the Los Angeles City Clerk, and the State Secretary of Resources; and (13) adopt Resolution No.. Laura Masterson, Environmental Management Division, provided a power point presentation on Item No. 14. The following persons provided public comment on Item No. 14: Tommy Faave, IBEW Local 11 Joe Galliani, South Bay 350 Climate Action Group Nicholas Burant. Coalition for Clean Air Jesse Marquez, Coalition for a Safe Environment Kathleen Woodfield, San Pedro Peninsula Homeowners United Adrian Martinez, Earth Justice Page 23 of 26

14. (Continued) Janet Gunter, San Pedro Peninsula Homeowners United Michele Grubbs, Pacific Merchant Shipping Association Al Sattler, Sierra Club Ian MacMillan, South Coast Air Quality Management District THE BOARD TOOK A 15 MINUTE RECESS 11:00 A.M. 11:15 A.M. Chris Cannon, Director of Environmental Management, spoke on Item No. 14. Chris Cannon requested the following Amendment to Lease Measure LM AQ-1 (Periodic Review of New Technology and Regulations): As further partial consideration for lease amendment, the tenant and Harbor Department shall conduct an ultra-low-emissions equipment technology review in 2019. Such review shall consist of an evaluation of the technical, economic, and commercial feasibility of the availability of ultra-low-emission terminal equipment for implementation at the YTI terminal, including without limitation, RTGs, yard hostlers, and other cargo handling equipment. The feasibility evaluation shall be presented to the Board of Harbor Commissioners for mutual concurrence no later than December 2019. If any such ultra-low-emissions equipment is determined to be technologically, economically, and commercially feasible, tenant shall immediately begin transitioning such equipment into operation at the YTI Terminal, based upon a schedule to agreed upon by the tenant and the Board of Harbor Commissioners. Ambassador Martinez requested that if any interested parties want to submit a comment to the FEIR report for the Berths 212-224 YTI Terminal, they be submitted to Port staff on October 28, 2014 by 12:00 p.m.; however, there is no deadline to submit responses. ITEM NO. 14 WAS CONTINUED Page 24 of 26

J. CLOSED SESSION 12:00 P.M. 2:15 P.M. 1. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION (Subdivision (d)(1) of Government Code Section 54956.9 Christopher Poplion v. City of Los Angeles, et al., Los Angeles Superior Court Case No. BC510703 2. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION (Subdivision (d)(1) of Government Code Section 54956.9 City of Los Angeles v. San Pedro Boat Works, Inc., et al., United States District Court Case No. CV-02-7986 3. CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION (Subdivision (c) of Government Code Section 54956.9) Initiation of litigation pursuant to subdivision (c) of Section 54956.9: three cases. 4. CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) 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 25 of 26

Report of the General Counsel Assistant City Attorney Christopher Bobo reported that during the Closed Session, the Board considered the items on the Closed Session agenda and took one reportable action on Closed Session Item No. 1, authorizing the Executive Director Eugene D. Seroka to execute a settlement agreement and approving the settlement agreement in the case of Christopher Poplion v. City of Los Angeles Superior Court Case No. BC510703 which includes a one-time cash payment to the Plaintiff of $25,000, reimbursement of mediation fees to Plaintiff s counsel of $2,220 that involves the Plaintiff executing a settlement agreement to dismiss the lawsuit against the Port of Los Angeles Harbor Department, release all claims, and to not seek future employment with the City of Los Angeles. Joy Crose, Assistant General Counsel, reported that Ambassador Martinez recused herself from Item No. 2 on the Closed Session agenda regarding City of Los Angeles v. San Pedro Boat Works, Inc. THERE BEING NO FURTHER BUSINESS, AT APPROXIMATELY 2:18 P.M., AMBASSADOR MARTINEZ ADJOURNED THE OCTOBER 16, 2014 REGULAR MEETING OF THE BOARD OF HARBOR COMMISSIONERS. Secretary APPROVED BY THE LOS ANGELES BOARD OF HARBOR COMMISSIONERS AT ITS MEETING HELD DECEMBER 11, 2014. Page 26 of 26