Commissioner Robin M. Kramer, and Commissioner Douglas P. Krause (4)

BOARD OF HARBOR COMMISSIONERS President Cindy Miscikowski Vice President David Arian Commissioner Robin M. Kramer Commissioner Douglas P. Krause Meeting Start Time: 8:30 a.m. Present: Absent: President Cindy Miscikowski, Vice President David Arian, Commissioner Robin M. Kramer, and Commissioner Douglas P. Krause (4) None. PRESIDENT CINDY MISCIKOWSKI PRESIDED AS PRESIDENT 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 19

B. ELECTION OF OFFICERS Pursuant to Section 503(a) of the Charter of the City of Los Angeles, which provides that the election of the President and Vice President shall be held each year, the Board of Harbor Commissioners held its election today to elect the following officers to serve for the ensuing term: On motion of Commissioner Robin M. Kramer, it was RESOLVED, That Commissioner Cindy Miscikowski be re-elected President of the Board of Harbor Commissioners to serve the ensuing term and Commissioner David Arian be reelected Vice President to serve the ensuing term; which motion was seconded by Commissioner Douglas P. Krause and carried by the following vote: Robin M. Kramer, and Commissioner Douglas P. Krause. (4) ROLL CALL VOTE WAS TAKEN C. COMMENTS FROM THE PUBLIC ON NON-AGENDA ITEMS Bruce Jett, Engineers and Architects Labor Representative D. EXECUTIVE DIRECTOR REMARKS Executive Director Dr. Geraldine Knatz provided a power point presentation on "Navy Days LA", including an anticipated contract with VOX Entertainment and special events coordinator. She also mentioned the Board of the upcoming Taste in San Pedro Event at the Port of Los Angeles. Page 2 of 19

E. REPORTS OF THE COMMISSIONERS Commissioner Doug Krause reported that he met with Bruce Jett of Engineers and Architects Association. Vice President David Arian reported that he along with Dr. Knatz and other Port officials welcomed the USS Abraham Lincoln to the Port of Los Angeles. He also met with union leader of Engineers and Architects Association. He met Charlie Mims from SEIU. He attended the Music by the Plaza. He attended the Christian Harbor Yearly Awards Banquet honoring the Port Police. He attended the news conference for the new zero emission trucks. He attended the opening of the new Port Police Building on Centre Street. He attended the news conferences with Camille Townsend regarding the Navy Days event. He reported that he was contact by various community members regarding the problems at 22nd Street Park. Commissioner Robin Kramer thanked Director of Engineering Tony Gioiello and Director of Construction Management Shaun Shahrestani for the tour of Port terminals. She also attended an ACTA meeting. President Miscikowski reported that she met with the following: Mr. Yasuyuki Usui and Mr. Patrick Burgoyne from YTI/NYK regarding its lease. She met with Mr. Bill Chadwick, John Fergos and Greg Pope who have an energy control franchise. She also had a phone conversation with Joe Burton on the POLA High School matter. F. BOARD COMMITTEE REPORTS There were no Committee reports. Page 3 of 19

G. BOARD REPORTS OF THE EXECUTIVE DIRECTOR CONSENT ITEMS (1 8) Business and Trade Development 1. Re: RESOLUTION NO. 11-7164 - APPROVAL OF FIRST AMENDMENT FOR FOREIGN-TRADE ZONE GENERAL PURPOSE OPERATING AGREEMENT NO. 09-2794 BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND NYK LOGISTICS (AMERICAS) INC., SITE 9B SUMMARY: In September 2009, the City of Los Angeles Harbor Department (Harbor Department) entered into Agreement No. 09-2794 with NYK Logistics (Americas) Inc. (NYK) to oversee Foreign-Trade Zone (FTZ) 202 Site 9B. The original term of the agreement is five years with three, five year renewal options. NYK has officially changed their name to Yusen Logistics (Americas) Inc. (YLA). In addition, YLA has relocated their operations from Site 9B to FTZ Site 11A. Any change made to an original operating agreement between the Harbor Department and operators requires an amendment to the agreement. The proposed First Amendment (Amendment) will approve the name change and the site relocation. Except as amended, all remaining terms and conditions of Agreement No. 09-2794 shall remain in full force and effect. Recommendation: Board resolve to (1) approve the proposed First Amendment to Agreement No. 09-2794 between the City of Los Angeles and NYK; (2) Direct the Board Secretary to transmit the proposed First Amendment to the Los Angeles City Council for approval pursuant to Section 373 of the Charter of the City of Los Angeles; (3) Upon approval by the City Council, authorize the Executive Director to execute and the Board Secretary to attest to the proposed First Amendment to FTZ Operating Agreement No. 09-2794; and (4) Adopt Resolution No. 11-7164. RECOMMENDATION APPROVED; RESOLUTION NO. 11-7164 ADOPTED; AND AGREEMENT NO. 11-3000 APPROVED AND ITS EXECUTION AUTHORIZED Page 4 of 19

2. Re: RESOLUTION NO. 11-7165 APPROVAL OF FOREIGN-TRADE ZONE GENERAL PURPOSE OPERATING AGREEMENT BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND CEVA FREIGHT LLC, FTZ 202, SITE 4D SUMMARY: 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. The Harbor Department received a request from CEVA Freight IIC, (CEVA) to activate their second site within FTZ 202 Site 4D, located at 18120 Bishop Street, Carson, California 90746. This site is approximately 10 miles north from the Port of Los Angeles (Port). CEVA will be operating their warehouses under FTZ procedures. The Operating Agreement (Agreement) will provide a term of five years with three, five-year renewal options. There is no cost to the Harbor Department if approved. Recommendation: Board resolve to (1) approve the proposed Foreign Trade Zone Operating Agreement between the City of Los Angeles and CEVA; (2) direct the Board Secretary to transmit the proposed Agreement to the Los Angeles City Council for approval pursuant to Section 373 of the Charter of thecity of Los Angeles; (3) upon approval by the City Council, authorize the Executive Director to execute and the Board Secretary to attest to the proposed Foreign Trade Zone Operating Agreement; and (4) adopt Resolution No. 11-7165. RECOMMENDATION APPROVED; RESOLUTION NO. 11-7165 ADOPTED; AND AGREEMENT NO. 11-3000 APPROVED AND ITS EXECUTION AUTHORIZED Page 5 of 19

Construction Division 3. Re: RESOLUTION NO. 11-7166 - FIRST AMENDMENT TO AGREEMENT NO. 08-2730 BETWEEN THE CITY OF LOS ANGELES AND PARSONS WATER & INFRASTRUCTURE, INC. FOR CONSTRUCTION MANAGEMENT SERVICES - TIME EXTENSION SUMMARY: The existing Agreement No. 08-2730 with Parsons Water & Infrastructure Inc. (Parsons), a Delaware corporation with offices located in Pasadena, California, will expire on January 15, 2012. The First Amendment to Agreement No. 08-2730 will extend the Agreement from three to six years. This time extension is necessary to provide construction management support services for Berths 136-147 (TraPac) and Berths 100-109 (China Shipping) Improvement Projects. No additional compensation is being requested. Recommendation: Board resolve to (1) find that in accordance with the City Charter Section 1022, work under subject Agreement can be performed more feasibly by an independent contractor than by City employees; (2) approve First Amendment to Agreement No. 08-2730, extending the term of the Agreement from three to six years (Transmittal No. 1); (3) authorize the Executive Director to execute, and the Board Secretary to attest to said Amendment for and on behalf of the Board upon City Council approval; (4) adopt Resolution No. 11-7166; and (5) direct the Board Secretary to forward the Amendment to the City Council for its approval pursuant to Section 373 of the City Charter. RECOMMENDATION APPROVED; RESOLUTION NO. 11-7166 ADOPTED; AND AGREEMENT NO. 11-2730-A APROVED AND ITS EXECUTION AUTHORIZED Page 6 of 19

Construction and Maintenance Division 4. Re: RESOLUTION NO. 11-7167 AWARD OF CONTRACT NO. 39584 TO ACCO ENGINEERED SYSTEMS FOR HVAC SYSTEM REPLACEMENT AT THE TEST LAB SUMMARY: The Construction and Maintenance Division (C&M) requests approval of Contract No. 39584 with Acco Engineered Systems of Glendale, CA for the replacement of the Heating, Ventilation, and Air Conditioning (HVAC) system at the City of Los Angeles Harbor Department s (Harbor Department) Test Laboratory (Test Lab) in the amount of $1,793,915, including sales tax. The current system is inadequate for optimal operations in the Test Lab. This project is part of the deferred maintenance program planned and funded in the Fiscal Year 2011-12 capital budget. Recommendation: Board resolve to (1) find that in accordance with Los Angeles City Charter Section 1022, work under the subject contract can be performed more feasibly by independent contractors than by City employees; (2) approve Contract No. 39584 with Acco Engineered Systems in the amount of $1,793,915 and authorize said expenditures; (3) authorize the Executive Director to execute and Board Secretary to attest to Contract No. 39584; and (4) adopt Resolution No. 11-7167. RECOMMENDATION APPROVED AND RESOLUTION NO. 11-7167 ADOPTED 5. Re: RESOLUTION NO. 11-7168 AWARD OF CONTRACT NO. 39853 TO KONE, INC. FOR MODERNIZING ELEVATOR NO. 4 AT WAREHOUSE 1 SUMMARY: The Construction and Maintenance Division (C&M) requests approval of Contract No. 39583 with KONE, Inc. of Cerritos, CA for the modernization of Elevator No. 4 at Warehouse 1 in the amount of $193,900, including sales tax. The existing freight elevator was last upgraded in 1990 and is no longer reliable. This project is part of the deferred maintenance program planned and funded in the Fiscal Year 2011-12 capital budget. Page 7 of 19

5. (Continued) Recommendation: Board resolve to (1) find that in accordance with Los Angeles City Charter Section 1022, work under the subject contract can be performed more feasibly by independent contractors than by City employees; (2) approve Contract No. 39583 with KONE, Inc. in the amount of $193,900 and authorize said expenditures; (3) authorize the Executive Director to execute and Board Secretary to attest to Contract No. 39583; and (4) adopt Resolution No. 11-7168. RECOMMENDATION APPROVED AND RESOLUTION NO. 11-7168 ADOPTED Contracts and Purchasing 6. Re: RESOLUTION NO. 11-7169 RENEWAL OF ANNUAL PROCUREMENT CONTRACTS FOR MATERIALS, SUPPLIES AND SERVICES SUMMARY: The City of Los Angeles Harbor Department (Harbor Department) executes annual procurement contracts to purchase business required materials, supplies and services to support Harbor Department operations. These annual procurement contracts are generally awarded for one year, plus two one-year renewal options. Execution of the renewal options extends the contracts past one-year; therefore, Board of Harbor Commissioners (Board) approval is required. To minimize staff impact, these small dollar contracts were bundled into one annual Board action requesting authorization for the Executive Director to execute the renewal options. In Fiscal Year 2010/2011, the Executive Director, as authorized by Article 1, Section 10.1.1 (a) of the Los Angeles Administrative Code, executed eighty-two new annual procurement contracts, with two, one-year renewal options. Board approval is required to authorize the Executive Director to exercise the renewal option(s) inasmuch as the total contract term will exceed one year. Recognizing that Board approval is required, the Contracts and Purchasing Division (CPD) is requesting authority to allow the Executive Director to renew the eighty-two annual procurement contracts executed during Fiscal Year 2010/2011 at an aggregate amount of $2,959,370. Page 8 of 19

6. (Continued) Recommendation: Board resolve to (1) find that the eighty-two annual procurement contracts listed in Transmittal 1 adhered to City of Los Angeles competitive selection process; (2) authorize the Executive Director or designee, at his/her discretion, to execute each of the two, one-year renewal options, for the annual procurement contracts listed in Transmittal 1, contingent upon funding availability to pay for the materials, supplies, and/or services; (3) authorize the Executive Director or designee, at his/her discretion, to make technical changes to the annual procurement contracts listed in Transmittal 1, and increase the compensation authority to an amount not-to-exceed $150,000 per year/contract; and (4) adopt Resolution No. 11-7169. RECOMMENDATION APPROVED AND RESOLUTION NO. 11-7169 ADOPTED Goods Movement 7. Re: RESOLUTION NO. 11-7170 SECOND AMENDMENT TO THE FUNDING AGREEMENT 2584 FOR THE I-710 ENVIRONMENTAL IMPACT REPORT/ENVIRONMENTAL IMPACT STATEMENT AND ENGINEERING PROJECT REPORT FOR THE I-710 FROM OCEAN BOULEVARD TO SR-60 SUMMARY: On November 1, 2007, the Board of Harbor Commissioners (Board) approved a multi-agency funding agreement for the I-710 Corridor Project Environmental Impact Report/Environmental Impact Statement (EIR/EIS). This funding authorized a contribution of $5 million from the City of Los Angeles Harbor Department (Harbor Department) for the EIR/EIS phase of the overall project, which also includes preliminary engineering (PE) and public outreach. The agreement lapses on August 6, 2011, and thus needs to be extended for time only (to June 30, 2014), as the draft EIR/EIS is still in process. METRO is not requesting additional funds from the Harbor Department or other funding partner to complete the EIR/EIS phase. Staff recommends approval of a second amendment to extend the term to June 30, 2014. Page 9 of 19

7. (Continued) Recommendation: Board resolve to (1) approve the second amendment to the Funding Agreement for the I-710 EIR/EIS and Engineering Project Report to extend the term until June 30, 2014; (2) authorize and direct the Executive Director to finalize the form of and execute the second amendment to the Funding Agreement for and on behalf of the Board, only for an extension of term to June 30, 2014, in form approved by the Office of the City Attorney as to form and legality; and (3) adopt Resolution No. 11-7170. RECOMMENDATION APPROVED; RESOLUTION NO. 11-7170 ADOPTED; AND AGREEMENT NO. 11-2584-A APPROVED Office of the City Attorney 8. Re: RESOLUTION NO. 11-7171 - FIRST AMENDMENT TO AGREEMENT NO. 10-2879 BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND QUATEMAN LLP SUMMARY: The Office of the City Attorney requests approval of a First Amendment to Agreement No. 10-2879 with Quateman LLP. The Amendment will assign the Agreement to Polsinelli Shughart PC, a law firm with which Quateman LLP merged effective July 1, 2011. The new firm will continue to provide the City Attorney and Harbor Department with bond and disclosure services utilizing the same public finance team from Quateman LLP. Recommendation: Board resolve to (1) approve the First Amendment to Agreement No. 10-2879 between the City of Los Angeles and Quateman LLP which assigns the Agreement to Polsinelli Shughart PC; and (2) adopt Resolution No. 11-7171. RECOMMENDATION APPROVED; RESOLUTION NO. 11-7171 ADOPTED; AND AGREEMENT NO. 11-2879-A APPROVED AND ITS EXECUTION AUTHORIZED Page 10 of 19

8. (Continued) Robin M. Kramer, and Commissioner Douglas P. Krause. (4) REGULAR ITEMS (9-13) Engineering Division 9. Re: RESOLUTION NO. 11-7172 FIRST AMENDMENT - PERSONAL SERVICES AGREEMENT NO. 08-2706 BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND CH2M HILL, INC., FOR THE SAMPSON WAY (7TH STREET TO 22ND STREET) ROADWAY IMPROVEMENT PROJECT SUMMARY: Agreement No. 08-2706 (Agreement) between the City of Los Angeles Harbor Department (Harbor Department) and CH2M Hill, Inc. (Consultant), Los Angeles, California to provide planning and engineering services for the Sampson Way (7th Street to 22nd Street) Roadway Improvement Project (Project) was approved by the Board of Harbor Commissioners (Board) on July 31, 2008 for a term of three years in the amount of $4,987,768 (Transmittal No. 1). This First Amendment will increase the contract term by four years from the current expiration date of September 2, 2011 to September 2, 2015 (Transmittal No. 2). The extension, if approved by the Board and the Los Angeles City Council (City Council), will provide additional time necessary to complete the Project design and provide design support services during construction. No additional funding is required. Recommendation: Board resolved to (1) approve the First Amendment to Agreement No. 08-2706 with CH2M Hill, Inc. to increase the contract term by four years from the current expiration date of September 2, 2011 to September 2, 2015; (2) authorize and direct the Board Secretary to forward the First Amendment to Agreement No. 08-2706 to the City Council for its approval pursuant to Section 373 of the City Charter; (3) authorize the Executive Director to execute and Board Secretary to attest to said Amendment for and on behalf of the Board; and (4) adopt Resolution No. 11-7172. RECOMMENDATION APPROVED; RESOLUTION NO. 11-7172 ADOPTED; AND AGREEMENT NO. 11-2706-A APPROVED AND ITS EXECUTION AUTHORIZED Page 11 of 19

9. (Continued) Dina Aryan-Zahlan, Program Manager for the L.A. Waterfront, Engineering Division, provided a power point presentation on Item No. 9. Finance Division 10. Re: RESOLUTION NO. 11-7173 - AGREEMENT BETWEEN THE CITY OF LOS ANGELES AND INTELLIBRIDGE PARTNERS LLC TO PROVIDE AS-NEEDED ACCOUNTING & FINANCE STAFF SUMMARY: The proposed three-year Agreement with IntelliBridge Partners LLC (IntelliBridge), Newport Beach, California, is to provide as-needed accounting and finance staff to the City of Los Angeles Harbor Department (Harbor Department). This is an Agreement for a not-to-exceed, all-inclusive amount of $1,852,296. Staff recommends that the Board of Harbor Commissioners (Board) approve the proposed Agreement with IntelliBridge. Recommendation: Board resolve to (1) find that in accordance with the City Charter Section 1022, work under the proposed Agreement can be performed more feasibly by temporary help provided by an independent contractor; (2) approve the proposed Agreement for a not-to-exceed, all-inclusive amount of $1,852,296 with IntelliBridge, for a period of three (3) years; (3) authorize the Executive Director and the Secretary to execute and attest to said proposed Agreement for and on behalf of the Board; and (4) adopt Resolution No. 11-7173. RECOMMENDATION APPROVED; RESOLUTION NO. 11-7173 ADOPTED; AND AGREEMENT NO. 11-3001 APPROVED AND ITS EXECUTION AUTHORIZED Motion by Commissioner Douglas P. Krause, seconded by Commissioner Robin M. Kramer and carried with the following vote: Chief Financial Officer Karl Pan provided a power point presentation on Item 10. Page 12 of 19

Government Affairs Division 11. Re: RESOLUTION NO. 11-7174 - PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF LOS ANGELES HARBOR DEPARTMENT AND NORMAN H. EMERSON DBA EMERSON & ASSOCIATES FOR THE TRANSPORTATION POLICY ADVOCACY SERVICES SUMMARY: Staff recommends approval of the subject agreement between City of Los Angeles Harbor Department (Harbor Department) and Norman H. Emerson dba Emerson & Associates (Los Angeles, CA) for transportation policy advocacy services. The agreement is for a term of three years in the not-toexceed amount of $360,000. 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 employees; (2) approve the subject 3-year agreement with Norman H. Emerson dba Emerson and Associates for a total amount not-to-exceed $360,000; (3) authorize the Executive Director and the Board Secretary to execute and attest to said agreement for and on behalf of the Board; and (4) approve Resolution No. 11-7174. RECOMMENDATION APPROVED; RESOLUTION NO. 11-7174 ADOPTED AND AGREEMENT NO. 11-3002 APPROVED AND ITS EXECUTION AUTHORIZED Senior Director Government Affairs David Libatique provided a presentation on Item No. 11. Page 13 of 19

Goods Movement Division 12. Re: TEMPORARY ORDER NO. 11-7085 AND PERMANENT ORDER NO. 11-7086 AMENDING PORT OF LOS ANGELES TARIFF NO. 4, SECTION 21, ITEM NO. 2105, INFRASTRUCTURE CARGO FEE SUMMARY: On April 15, 2010, the Board of Harbor Commissioners (Board) approved permanent Order No. 10-750 amending the Port of Los Angeles (POLA) Tariff No. 4, Section 21, Item No. 2105, postponing the Infrastructure Cargo Fee (ICF) collection until January 1, 2012, at an amount to be determined by September 30, 2011. The ICF structure entails the use of fees collected on all loaded containers in both the POLA and the Port of Long Beach (POLB) to fund the design and construction phases of all ICF program projects. New temporary and permanent Orders are being proposed to postpone the commencement of collection of the ICF until January 1, 2014, at an amount to be determined by September 30, 2013. The Harbor Department Fiscal Year (FY) 11-12 budget contains sufficient funds to cover the costs of the four Harbor Department projects that were to be partially funded by the ICF. A total of $92,086 million in General Revenue funds will be needed in FY 11-16 to offset this ICF collection postponement. The POLB Board is expected to approve a similar measure on August 1 or August 8, 2011. Recommendation: Board resolve to (1) approve the amendment to Item Nos. 2100 and 2105 in the POLA Tariff No. 4, Section 21, (Transmittal 1), to (i) amend the date to ICF collection to commence on January 1, 2014, and (ii) revise the amount of the ICF to be used unspecified at this time, but state that such amount shall be determined by this Board by September 30, 2013, in a future tariff amendment. This amendment shall be subject to California Association of Port Authorities (CAPA) review and approval, and authorize the Executive Director to present the tariff amendment to CAPA to secure CAPA approval or proceed to take independent action in accordance with CAPA procedure; (2) adopt Temporary Order No. 11-7085 (Transmittal 2) and Permanent Order No. 11-7086 (Transmittal 3) to amend Item No. 2105 in POLA Tariff No. 4 Section 21, Item No. 2105, Infrastructure Cargo Fee; (3) authorize the Board Secretary to certify to the adoption of the Temporary Order by the Board of Harbor Commissioners and cause the same to be published once in a newspaper printed and published in the City of Los Angeles, to take effect prior to adoption by Ordinance for a period not-to-exceed 90 days pursuant to Charter Section 653(b); (4) direct the Board Secretary to transmit to the City Council for approval the Permanent Order and proposed Ordinance approving and authorizing the amendment to Tariff No. 4 pursuant to City Charter 653(a); (5) authorize the Board Secretary to execute the Permanent Board Order and Ordinance amending Tariff No. 4, and upon publication, transmit the Order and Ordinance to the Chief Wharfinger for implementation of the tariff change and posting the amended Tariff No. 4 to the Page 14 of 19

12. (Continued) POLA website as regulated by the Federal Maritime Commission, and (6) direct staff to revise the "Computation Methodology" referred to in the Tariff, recompute the ICF, and present an amendment to the Tariff No. 4, Item 2105 with a new proposed specific amount for the ICF for approval by this Board by September 30, 2013. RECOMMENDATION APPROVED AND ORDER NOS. 11-7085 AND 11-7086 ADOPTED AND THE FORM OF AN ORDINANCE APPROVED Office of the City Attorney 13. Re: RESOLUTION NO. 11-7175 APPROVING AGREEMENTS TO CONVERT LIBAW-HOROWITZ PLEDGE TO DEDICATE A PORTION OF THE LANCER PROPERTY INTO A PLEDGE TO DONATE CASH SUMMARY: Council District 9 has asked that the City of Los Angeles Harbor Department (Harbor Department) amend its 2003 litigation settlement with Libaw-Horowitz Investment Company. In the settlement, Libaw-Horowitz promised to dedicate a portion of its Lancer property to the City Department of Recreation and Parks or alternatively, to a tax exempt non-profit community organization selected by the Councilperson for the 9th District that would use and maintain the property for recreation and park purposes. The City would now prefer cash in lieu of the property, which cash will be used to improve existing recreational facilities and add programming at parks in the vicinity of the Lancer property. The Harbor Department has no interest in the pledged property, but since the pledge arose out of a Harbor Department settlement, the proposed amendment will begin here and be forwarded to City Council for approval, following the path of the original settlement which required Council approval pursuant to Charter section 273. Page 15 of 19

13. (Continued) Recommendation: Board resolve to (1) approve the Termination and Release of Pledge Agreement and associated Cash Pledge Agreement attached hereto as Transmittal 2; (2) adopt Resolution No. 11-7175; (3) direct the Board Secretary to certify the adoption of this Resolution and to transmit same to City Council for approval and passage of the proposed ordinance governing use of the pledged funds which is attached as Transmittal 4; and (4) authorize and direct the Executive Director to execute and the Board Secretary to attest to the Agreement upon approval by the City Council. RECOMMENDATION TO DEFER THIS ITEM TO LOS ANGELES CITY COUNCIL FOR APPROVAL Motion by Vice President David Arian, seconded by Commissioner Douglas P. Krause and carried with the following vote: ROLL CALL VOTE WAS TAKEN Counsel General Thomas Russell presented Item No. 13. Present Cindy Miscikowski opened the public comment period for Item No. 13. The following speakers commented: Mr. Ernesto Nevarez, resident in the City of Los Angeles Ms. Sarah Nolan, Christian Pastor Mr. Tezozomoc Mr. Chris Devcich, South Central Farms Support Committee Ms. Linda Piera-Avila, Board member, South Central Farmers provided petitions Mr. Sabin Portillo Mr. John Ulloth Mr. Jack Neff Mr. Woodsin Joseph-Sandberg, South Central Farm Mr. Mark Williams, Board member of Concerned Citizens of South Central L.A. Ms. Noreen McLendon, Exe. Director, Concerned Citizens of South Central L.A. Mr. Mauricio Mr. Ross Plesset Page 16 of 19

13. (Continued) Mr. Ron Gochez, Vice President, South Central Neighborhood Council Ms. Claudia Cano Ms. Alexandra Hong, Korean Immigrant Workers Alliance Mr. Bruce Campbell, Environmental, Progressive Democrats of Los Angeles Ms. Bernette Serrano Mr. Mud Baren, former Resource Specialist for L.A. Schools Instructional Garden Programs Mr. Refugio Ceballos, South Central Farmers Ms. Marie Ramsey, representing Councilmember Jan Perry, Council District 9 Ms. Ethel Jones, Pueblo Del Rio Resident Mr. John Quigley Mr. Julia Posin General Counsel Thomas A. Russell addressed the questions raised on the basis of President Miscikowski s prior role in the Council and Commissioner Kramer s prior role in the Mayor s office in relation to this matter. Mr. Russell stated If you both feel that you can act in a fair and impartial matter in this case we don t see any basis for requesting that you recuse yourselves. President Miscikowski addressed the issue of this being sold to Forever 21. Ms. Marie Rumsey, Councilmember Perry s office stated the four buyers are Impact Clothing, Active Clothing, Miss Me Clothing, and Poetry Clothing. General Counsel Russell stated that they are not aware of any involvement by any of the Board members in any of those entities. There is no basis for the requirement of sending this to the Board of Referred Powers. _ Commissioners recessed for a five minute break. _ Page 17 of 19

H. CLOSED SESSION - 11:10 A.M. - 12 P.M. 1. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Subdivision (a) of Government Code Section 54956.9) Libaw-Horowitz Investment Company v. City of Los Angeles, et al., Los Angeles Superior Court Case No. BC272571 2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) Provide instructions to its real estate negotiators concerning Port of Los Angeles High School Permit No. 867: Property: Negotiator: Tenant Negotiator: Negotiating Parties: Under Negotiation: 250 West Fifth Street, San Pedro City Kathryn McDermott James Cross City and Port of Los Angeles High School Terms of Payment 3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Provide instructions to its real estate negotiators concerning Yusen Terminals, Inc. Permit No. 692: Property: Negotiator: Tenant Negotiator: Negotiating Parties: Under Negotiation: 701 New Dock Street, Terminal Island City Geraldine Knatz/Kathryn McDermott Patrick Burgoyne City and Yusen Terminals, Inc. Price & Terms of Payment Page 18 of 19

REPORT OF THE GENERAL COUNSEL General Counsel Thomas Russell reported that during the Closed Session, the Board considered Items No. 2 and No. 3 on the Closed Session agenda. The Board did not consider Item No. 1. The Board took no reportable action. THERE BEING NO FURTHER BUSINESS, AT APPROXIMATELY 12:05 P.M. VICE PRESIDENT DAVID ARIAN ADJOURNED THE THURSDAY, AUGUST 4, 2011, REGULAR MEETING OF THE BOARD OF HARBOR COMMISSIONERS. PRESIDENT SECRETARY Approved by the Board of Harbor Commissioners at its Meeting held March 1, 2012. Page 19 of 19