Transcripts For SFGTV Transbay Joint Powers Authority 121015 20160101

The tjpa board of directors meeting of december 10th, 2015 is now back in open session and Council Counsel will report on closed session. Item 16 conference with Real Property negotiators related to assessors parcel number Listing Properties all known as parcel f, the tjpa will be executing terminating the execution of the purchase and Sale Agreement with crescent height and related agreements. Are you ready to move into your regular calendar. We are. Regular calendar item 8 is presentation of the master lessee request for proposal. Directors this next item is going to be presented by our Consultant Team hr advisors. While you are familiar with pelly clark pelly, i wanted to introduce the additional firms that that we have engaged to assist us with the master lessee, because this is the first you will hear from them. So we retained hr advisors talking to the Port Authority of new yorks real estate director. There was a recommendation from them and after our vetting with we agreed to retain them to lead the master lessee process. They are going to be supporting us in evaluating the responses. They are a real estate and Economic Development Advisory Firm with over 30 years of experience supporting public and private clients with complex Publicprivate Partnership projects across the entire u. S. Recently, they advised the mta in new york city on the facilitation for the newly built Fulton Center in lower mt. Rainier and assisted them with the Lease Agreement with major retail develop westfield who is now operating the Center Including retail and public spaces. You will also going to hear from sensory interactive and they bring expertise in creating technologydriven experiences that generate revenue and correct brands with customers and professional platforms and Digital Media projects in times square and manhattan, washington, d. C. And other parts of the country. They are supporting evaluation of our current promotional elements including advertising, sponsorship, namingright opportunitis and youller from the director of sensory interactive. I did want to let the board know over the last almost six months now we have been working with this team of consultants to identify the appropriate structure for a Publicprivate Partnership. Market the opportunity to potential partners and draft a compelling rfp document. Today they are going to present on the recommended partnership structure, and rfp for the boards comments. The presentation is also going to include a brief overview of the commercial spaces included the Transit Center for the benefit of director yee, who is joining us new today and the discussion at master lessee scope. Its complete and has nine sections and 13 appendices and its intended to provide potential respondents with four key elements one a compelling overview of the opportunity to take part in the growth of trance bay district through management of the Transit Center. 2 a description of facility itself and the responsibilities associated with the master lessee and the key deal terms we seek. 3, adequate information to understand how the deal may be economically attractive to respondent firms . And 4, Key Information to guide the formation of multidisciplinary teams who can fill the roles of the master lessee. I do want to also mention that we presented this to our cac last night. We have scheduled meetings on january 11th to present this to the greater rincon hill benefit district board, south beach rincon Neighborhood Association on january 11th. January 12th well be presenting to the San Francisco chamber of commerce. January 13th, to San Francisco beautiful, and the millennium hoa and to the Citizens Advisory Committee oci. We heard loud and clear when we presented before on this, the importance of presenting to all of the community on this item. So id like to ask hr and a team to please come up and please begin the presentation. Could i ask one context question . In terms of the overall operation of the entire facility. Are there other procurements that are envisioned that would handle operations and maintenance or security . Is the intent to do a single one and its all bundled in this . The intent is to do a single one on the operations and maintenance, the promotional platform. Digital signage, advertising reality leasouts and this rfp and youll hear in a moment that the recommendation is to put out the security rfp in early 2017 because were not going to be able to hold those prices from now until when the station opens. We need to get the security onboard a little closer to the opening ever of the stations. This one for every that i just mentioned and the recommendation to have a security rfp early 2017 to give time to bring onboard a chief security officer. And this would include the o m for the entire building . Yes, and you will hear about that from a moment from the team. Where is the sponsorship . That will be part of this as well. Part of this . Yes. Okay. So its really the entire operations of the facility will be in those two procurements . Yes. The proposal . Yes. Thank you. I hope we can extend this afterward because i want to know why it is that the master leaseholder wouldnt want to have a whole lot of influence over the security . And that just doesnt make sense to me from the getgo here. So lets work on that one. Yes. They will be responding to that, too, director. Thank you, maria. Good morning board members. Thank you for this opportunity to present the overview of the master lessee procurement process for the Transbay Center. As maria said, im a partner at hr advisors and hr a is an Economic Development and Real Estate Consulting firm. We work in the intersection of public and private spheres both for public clients, as well as private clients. We have been in business for more than 35 years. Im based from the new York City Office and im here with a couple of people from my office, who have been working on the project the last six months, a principal in our office and olivia is a director in our office. Wanted to briefly talk about a couple of relevant projects for the Transbay Center. Maria fencinged the Fulton Center a projects 1. 4 billion new subway station built in Lower Manhattan brings together 11 subway lines with the connection to new jersey. Here we assisted the mta, the new york city mta essentially privatized the entire facility apart from the tracks and the platform. And bring in westfield to run the entire facility awesome take care of that entire facility on behalf of the mta. We have had a number of sort of station planning and station redevelopment projects including Union Station in washington, d. C. , is a current project and our clients its a client group. Union depot is a project we did a couple of years back. A procurement process where we helped both the retail privatized the retail, as well as o m of this facility in st. Paul, minnesota and closer to the bay area we have been advicing the Concord Local Reuse Authority on the redevelopment of the naval base. As you may know its right now in hiatus, two finalists and they are going through the process. The agenda for this morning is an overview of the master lease process. Which will include a discussion about the operation the goals and deal structure and scope that the master lessee would have to do and then well talk get into and talk deeper about key rfp content. We see the opportunity as the Transbay Center for the sector as three guiding fundamental principles here. First, the private sector over here will have the opportunity to create a thriving sort of opportunity to create and manage a thriving sort of Retail Center in the midst of a mixeduse, vibrant new district that is coming up. No. 2, operations of the center, operations and maintenance of the center could be a significant Revenue Source for the private sector master lessee and a third point that a private sector would be interested in this is the fact that they could control and they could sort of Program Major open spaces and public spaces in the facility, including the 5. 4acre rooftop park, and the urban public spaces in the fulfillment itself such as at grand hall and other pedestrian cutthroughs. We see the Transbay Center and the master lessee essentially serving four different customer segments. As you well know, this is right now very vibrant office district. There is about 18 million square feet, 18,000 workers are currently there. Most of them at least half of them are in professional services, it or financial services. Significantly high sort of wages and salaries. This is only going to grow. The next five or six years, the projections are for another 7 million square feet of class a space including 1. 4 million force. 37,000 commuters would use this facility on a week day basic, a significant major would be ac transit travelers. They, too, have very, very high sort of demographics. Household income in excess of 80,000, which makes them very attractive for a master lessee to canter some of their disposal income. 10,000 residents now and expected to grow by 7,000 inment the next few years and that is say market that the master lessee could leverage and finally visitors. With the Moscone Center that drives about a million visitors, the renovation of the sfmoma that you have up on the screen and a number of institutional locations and we feel visitors are a very important segment that the master lessee could leverage at the Transit Center. Questions . What does the board think . On the market, i guess two questions. With regard to commuters, the volume of commuter traffic will significantly change once phase 2 is done and you have caltrain and highspeed rail having huge flows of people running through the facility that wont be there in the first phase of the facilitys operation. First question is how do you accommodate for that pretty dramatic change in the way that the facility is going to operate in terms of people walking through it . How do you plan for that . I think that is a significant new operation for the master lessee. We think its only going to add to the vitality and the kind of sort of tenants that master lessee would plan in the first phase. As you are aware in the second phase, there is an opportunity to do another 60,000 square feet of retail in the train concourses. And as part of this master lessee ceo procurement, well give the selected master lessee the first right to negotiate for that phase 2 retail space as well. So 100,000 new sort of potentially 60,000 new additional sort of commuters that would come from the trains we think would be a tremendous sort of improvement and a tremendous new demographic for the master lessee retail and promotional opportunities. We also think they would have high disposable income. That quantum idea of stepup in terms of traffic is accommodated by opening up the train concourselevel and does it mean that area is shuttered until the trains come . And secondly, does that also suggest there are no impacts to the balance of the Transit Center once all of that train traffic is there . I think im probably more sort of qualified to answer the first question. For the master lessee opportunity right now, essentially envisions that the phase 2 is going to be sort of in a there is a lot of Building Systems on the train box in phase 2 right now, which the master lessee will have control over and operate. But there will not be any sort of revenueproducing opportunitis from the train box, the phase 2 train box right now as part of this rfp. At least the train concourse, above the box at least whatever there is a floor above the box that is not going to be developed at all maybe. And one of the questions that i have is that this stage, before we go out or even during working with the architects and saying if that concourse is going to be vacant for say, ten years, then is it possible to do anything with it other than storage during that ten years that can make some money . And that is kind i dont know that is maybe can be dismissed with quickly, but i would kind of like somebody to look at the question and come back definitively and say okay ten years empty floor, that is all you can do. Architect says nothing else, and buildout time is too mall for the tenants, Something Like that. I just want it addressed at some point. I believe the answer that right now you cannot achieve any revenues from that, but i will let randy answer that question. Good morning, directors, we have looked at that director harper, that train box. Train box is actually two levels. Train platform is down on the bottom, 50 down, 25 down nominally is the lower concourse. To be able to occupy it, we have were we would have to introduce all of the lifesafety egress access, ventilation things that we deferred to phase 2 at this point for costsavings reasons. Its not that it couldnt be done, but there would be a cost to do it that we havent currently in the budget. If we actually penciled out and said here are what the costs should be . No, we i think what would be the right thing to do, we would need to know what we would want to use it for . And we havent even if its a storage, that is kind of one thing. If it becomes an active space where people are down there and there are restaurants and grocery stores, anything, that would be a different kind of an equation. And depending on the usage, it would then determine and drive what wed have to do for the egress and access and lifesafety components that wed need to provide. At what point do you think that thinking will start happening . Im sorry . The usage of that level, when would you think that type of thinking should start happening . It could happen now, or the intent obviously the longterm goal, that is the trainlevel ticketing passenger waiting retail at that level. People would come down and have their tickets, and much like an airport, waiting areas. As the trains come in, they would go down and get on the train and again, there would be retail, 60,000 square feet we see and there would be toilet facilities, amenities as people are waiting. Its always been conceived of and planned for as part of phase 2. It sounds like its worth the exercise now to determine what the costs of putting the lifesafety systems in to make the space usable and then what type of uses scenarios of types of uses, some of which might generate net positive return you that could support the operations. It seems like an exercise were doing. I agree and say we have done this calculation for you as a ballpark notion and that may be something that you want to look at, or Something Like that . Because we dont know how long its going to be the case, but it could be a while. It could be a while. A floor, we hope not, but it could be a good while. Yes. It would be a study, i think, that would take some time to do, you know . Its not something that question turn around in a couple of weeks i believe, but we can certainly look at it. I think mark wanted to add to the discussion. We did do a brief study in 2010 and the cost for making that space dwarfed for that amount of Square Footage was not worth the effort. And the costs would be higher now . Against a potential return. Okay. Against some sort of potential return that you had to imagine. Correct, correct. Okay. I think it might be worth looking at. So my other question related to the market. Just on the first, it sounds like even without the train traffic, you believe that the other potential elements of the market are enough to support the level of retail above the train box that is contemplated . Yes. We have done a maria mentioned in her opening remarks as part of this sort of writing this procurement rfp, we have had significant outreach and talked to potential entities who might be interested in this opportunity and what we have heard back is very, very positive. So the commuters as things stand now for phase 1 along with the employees and the residents and visitors and not just right now, but looking by the time the next 35 years is a very is something which i think a lot of people feel very bullish about. Okay. That was my first question. My second question, when you were speaking of employees and commuters and perhaps visitors and talking about kind of like relatively highincome people, the district which this sits in if not the immediate neighborhood has lowincome people that the redevelopment calls for 35 affordable housing. So i guess i would hope that were not contemplating only retail that is catering to higherincome people because that would not be reflectivityneighborhood. Right, when we go through the presentation, you will see sort of we have spent some discussion on the retail. And what we believe the master lessee should bring to the table in terms of a realize vision. As well as execution abilities. We can certainly talk about that in terms of what that means and how that how we hope to incorporate sort of the Retail Vision as part of a Selection Process for the master lessee. Thank you. If i may followup on director reiskins comments. I think in the procurement, it might be interesting to allow alternate or an option for someone who might have a great idea for that extra area. And let the market dictate it rather than us here or if someone is out there who has a great idea, we would want to hear about it now you and factor into the Selection Process potentially. And just let those smart people out there, the innovators, the market people out there, hey, if there is 60,000 square feet of x and i can do it and i can pay for the improvements, and generate revenue on it, wouldnt we want to hear about it . Oh, yes. I think lets not con strain this too tightly and let the responders propose an alternate. I looked ahead in your presentation and saw the element and it might be interested to allow a voluntary alternate for a great idea to come forward, if there is one out there . That is a point wellnoted. As part of the rfp, we sort of have the master lessee respondents proposing alternative ideas as well to the structure and the opportunity would be weighed out. So im assuming if someone has a fabulous idea, which is financially accretive to them as well to the tjpa, well be able to hear that from them. Thank you. Thank you. Should i proceed . . We have outlined four goals for the procurement process and for the master lessee who is going to be maintaining and operating the Transit Center. Speak into the mic. Thanks. The first one is master lessee needs to operate a clean, safe and wellmaintained Transit Center, befitting of worldclass transit facility. This facility has been talked off as the grand terminal of the west and that is certainly a paradigm that we hope master lessees coming on would aspire to as far as running and maintaining this facility. The second goal is that the master lessee would need to deliver a Visionary Program that reflects local character and local context. They need to to have a vision for the retail obviously, but also for the deutschingal digital and the events that might happen at this facility and they must have the experience to execute on that vision. The third goal is to ensure a high quality User Experience and must engage with ac transit and the other transportation tenants and stakeholders as part of this facility. And ensure a quality experience for the commuters and other users of the facility. And last, but not least, the master lessee must maximize the economic value of the Transit Center which means that they must propose an economic offer and again have the Financial Capability and wherewithal to followup and substantiate that economic offer. When we commenced this project, we looked at a number of different sort of deal structures to achieve these goals for the facility, for the o m of the facility. From purely sort of public sort of models such as 30th street in philadelphia, which is owned and operated by amtrak and has a small amount of retail to kings cross in london, which is a fantastic for those who have visited that sort of facility, fantastic location. That is ownedandoperated by network rail. All the way to the right, where its purely private model, like the World Trade Center hub in new york city where westfield essentially has acquired the rights for the retail over a very, very long period of time. And when we looked alt all of these different structures, what we recommended to the tjpa was the master lease structure where we felt that was the appropriate balance between risk and responsibility and reward similar to what the deal structure that we executed for Fulton Center. Very similar to a deal structure that now exists for Union Station in washington, d. C. We see three main benefits from the master lessee deal structure the first benefit is that the master lessee deal structure helps attract private sector capital. We will have the master lessee, the private sector master lessee come in and need to make tenant improvements as retail tenants controin and need to provide o m and capital maintenance and repairs to the facility and this allows the prior master lessee to come in and pay upfront capital and ongoing capital over the term of master lease. The second benefit that we see from master lease is ensuring highquality performance. And as you can imagine, and well talk about this a little bit later, were asking the master lessee to put under their umbrella a number of different expertise areas, including retail leasing, management of public spaces and development. Promotional platform. So we think sort of putting those expertise areas and having experience with them is something that is key from the master lessee deal structure perspective. And finally, what the master lessee deal structure does it rediscusses tjpas burden. It minimizes tjpa daytoday management of facility, while still maintaining control of the Public Sector. The deal structure that i will describe incentivizes the master lessee to optimize structure costs and significantly reduces the risk from the Public Sector over to the private side. Tell me why now the ones to each side of that, asset manager or joint venture model wouldnt fit our situation . Director harper, it is not a question of it would not fit our situation; what we recommended was there are risks and there are rewards and we were trying to balance the risks versus rewards. So the asset manager situation is something which Grand Central terminal has where the mta essentially procures an enity on shortterm base to run their facility for them. The mta has all of the risks on the facilities side, including costs, and at the end of the year, whatever the costs are, they write a check to their asset manager to pay for all of these costs. They also retain the revenues from the facility. They have someone on their behalf managing the facility, but not really sharing the risk or pushing the risk to the private sector. We felt in obviously in the direct model its the transportation entity or the Public Entity doing all of that work inhouse and taking care of that. Again, with all of the risks and all of rewards of running a facility, and having it within themselves and having the resources to pay for all of that. So we felt the master lease structure was an appropriate way to balance some of these things, where we could transfer over some of the risks of running this facility to a master lessee and still get a portion of the revenues that the facility would generate through retail and through advertising back to the tjpa. I dont believe there is sort of one sort of Silver Bullet or right answer to the different structures we have seen, but we felt the master lessee structure was the most appropriate for the tjpa. And the one the joint venture see i have to i have to come to an understanding as to why should the tjpa exist after everything is done . Right . Right. I mean im sort of the best thing any bureaucracy can do is dissolve itself and what about the joint venture disposition . The joint venture disposition structure is very specific and in the World Trade Center westfield essentially bought the rights to 360,000 square feet of retail, and the public circulation space immediately surrounding that. They are not responsible for running any of the public spaces that is outside, including the park station facility or any other public space. Its a very, very controlled set of area that they are responsible for, and almost all of it is retail from which they can achieve significant revenues. What were trying to do over here is were trying to attract a master lessee, and say this is a previous discussion you will now have the ability to run this entire facility, and pay for running this entire facility. Youll also be able to collect rents, part of which you will share with us, but it transfers over that risk of running the entire facility, not just the retail, which is the first and second story, but also the bus ramps and public circulation spaces over to the Public Sector. When you say running you mean maintaining . Yes, o m, yes. Thank you. So in the rfp, we include a scope for phase 1 right now, which is 103 square feet of 103,000 square feet of retail and right to negotiate involvement in the phase 2 operations 62,000 square feet of commercial retail. And were asking the master lessee to do sort of 4 broad things for us. First is the fitout leasing and management of facilitywide retail space in phase 1, development and operation of a highquality promotional platform and i will describe what a promotional platform is and greg from sensory is going to go and discuss that aly bit more deeply. Promotional platform includes all of the digital assets, the naming and the sponsorship rights, and some of the events that are synergistic with the naming aspects and rights. Third, were going to ask the master lessee for the management and production of private and public events. Whether its an event on the rooftop park, or in grand hall, were going to ask the master lessee to sort of recommend a program of such events to the tjpa board and the cbd. And finally, facility operations and maintenance and capital improvements, this is absolutely very, very closely linked to the master lessee providing a very, very positive experience to the commuters, as well as to the other visitors who are going to use the facility on a daily basis. One of the things as part of operations and maintenance, the master lessee would have to coordinate very closely with the tjpas chief security officer, as well as the security vendor that is being procured separately to make sure that they are wellcoordinated and the facility is safe and secure on a daily basis. And the other agreements that you have looked at, has the security been certificate from has been separate from the master lessee . Most of the facilities director reiskin, the master lessee essentially provides security, much like a Shopping Mall operator provides security within their own lease lines. So there is pilfering or shoplifting or other issues such as that, the master lessee would provide those kind of securities and the master lessee will still do those tasks in this case as well. Most of the other large centers, whether its grand center or terminal station, security is provided through a [kpwaoeufpbs ] state, federal and local entities. Lot skill security from securing the facility prospective is not usually privatized. We can talk more about this. Im certainly not the expert on this, but we do have someone who can speak more about this. You want to talk more about that now . Chair harper, id like to followup on your comments about operations and maintenance and one of the things to ensure as this rfp Going Forward is that the master lessee is going to inherit some of the things that are built and the vision of a worldclass facility is very lofty and great. But if what is being built in that highquality environment is different, there will be an opportunity for disagreement downstream or Additional Capital investment by the master lessee. You think making sure whatever is being built now is in alignment with that vision, that the master lessee is going to inherit and there is not a gap or a gap identified earlier that didnt become a liability or contentious point of disagreement. I think that is wellnoted. Sort of all of the Building Systems of vertical transportation and elements will come with a set of their own warranties and detailed specification. As part of the master lease execution, all of these documents will obviously have the master lessee understand what they are going to inhertz and what they are going to run . And they must make sure they are comfortable with what they are inheriting and running. So we think sort of from the master lessee perspective this will require multidisciplinary expertise. Clearly, we think you that sort of the Retail Development piece of this is primary and most of the people who will be interested in this opportunity is Retail Developers and managers, but there is an open space sort of management expertise that is required whether its the rooftop park or other public facilities, the a facilities manager to take care of the entire facility and the naming and sponsorship rights, as well as other private events to make sure that between the retail and the promotional platform its run synergistically and the master lessee is optimizing Revenue Streams from those opportunities. So they can sort of in turn share more with the tjpa on an ongoing basis. So well now segway into key rfp content and weve highlighted five elements to discuss with you this morning. Revenue opportunities. Financial terms. The retail approach. The evaluation and Selection Process and finally, rfp process and timing. So there are three separate buckets of Revenue Opportunities for the master lessee by runing this facility. First is the phase 1 retail 103,000 square feet. Second is the promotional platform. Again, that is a digital asset, naming and sponsorship and events. And finally there are other events which also could be sort of public events; that we can sort ill show you some examples. Phase 1 is 103,000 square feet of retail. Our aspiration is here some of the great transit sort of facilities across the country. You have an image of Grand Central terminal on your left, which is the food market. Local sort of purveyors of produce and groceries. Grand central has close to 130,000, 140,000 square feet of retail and what is really interesting in Grand Central its had a combination of sort of food and dining, as well as hard and soft goods, a combination of local, national, regional tenants. So we think sort of Grand Central in terms of Retail Vision and execution is an aspirational sort of idea for the tjpa in terms of securing a vision from the master lessee. The image on the right is denver terminal Union Station, which again on a much smaller scale, but a great combination of sort of local foodoriented tenants. Im going to have randy from p c. P. A. Come up here and speak to you about how the retail is organized in the facility. Thank you. Im sure you have all seen the plan before. What we have here is essentially broken into areas, the orange is the retail that is available. That is the 103,000 square feet and again, this is in phase 1. This is from the groundlevel up. It doesnt take into consideration the potential 60,000 square feet in phase 2, which is in the lower concourse area. Kind of hard to tell the colors, but lightblue tends to be the transit users. The green is the park. And the gray is backup house spaces. Ill go through these a little more in detail for each of them. At the west end, first two quadrants on the lower part of the screen, groundleveled. And orange is retail and its divided into three kind of categories. We have this has to do with ventilation. You have a kitchen, you have to have a grease duct and you have to be able to ventilate the kitchen exhaust out and because of the nature of our building we have to thread it up through the entire length of the building and out through the park roof. So some of these areas are set up in the infrastructure for grease ventilation. Some of the areas are set up for warming kitchens, you know . The starbucks kind of thing. Where you can have some sandwiches and that kind of thing and other areas its just been very difficult to impossible to get this ducting done is what we consider more geared towards retail dry goods, clothing, card shops and that sort of thing. Again, as you can see on the groundlevel plan we have a loading deck, that large lightcolored area. On the natoma side before we get to the pedestrian way we have a second loading dock that Services Retail on the secondlevel above it. On the secondlevel, we have again, all of these areas in orange is retail. We have circulation starting at the pedestrian cutthrough on the far west end, left side. There is escalators and stairs up to the secondlevel. There are elevators from the loading dock that go throughout the building and im working from left to right. There are additional escalators and stairs off of shaw alley that bring people to the secondlevel. To the east of shaw alley is esq. Esq. Esq. Escalator as well. 1st street we have additional opportunity not opportunity, but we have el elevators on first 1st street as well. The secondlevel retail sometimes is a bit problematic, because of the access, but we think we have a lot of access and very good access to the levels. As we envision the secondlevel retail there are kind of big, large, open areas and the First Quadrant on the west end was thought to be more of a food court im sorry, food hall kind of operation. Where youd have much like the Ferry Building has, a grocery kind of thing, prepared food, people could on their way out pick up dinner and take it home with them. They could also pick up things at the grocery store, deli, that sort of thing. On the quadrant to the east, that was a food court where would envisioned a series of kiosks that would be a you good thing for breakfast lunch and chairs would be arranged throughout the open space. These are our thoughts and if the master lessee, if somebody wants some something different, we believe we have built in a lot of accommodation for flexibility, so they are not tied to prior thinking, but we didnt want to preclude the abilities that i just mentioned here. The two quadrants to the east of that on the ground floor is the grand hall and a couple of small orange areas that you see, which we see as a wine bar, coffee bar kind of operation in the grand hall. And then on the secondlevel, the furthest west or east quadrant, im sorry, is an open space that might be office, might be additional retail. There are elevators that access that space directly from beall street. And up in the park we have the two retail components, which are the restaurant on the far west end. That is about 5,000 square feet with a terracelevel above that is an additional 4500 square feet. The restaurant would be built as a corn shell as would all of these retail spaces where the master lessee works with the tenants to zient design the interior of the spaces. The little circle on the eastern end of the picture is the cafe, 1500 square feet operation. In this particular case we put the foundation and i think we talked about this last time, put the foundation and the infrastructure below the foundation. But the cafe itself would be provided by the master lessee and the tenant. Could you go back to the previous slide for a second . Sure. Just in terms of translating the design into an into this rfp, for example, on the bottom left side of the ground level bottom left of the slide. Yes. Are we precribing to the bidders that those orange boxs are what they have to work with . Or could they use other aspects of the grand hall or similarly of the circulation above on the second floor, if they so choose . Were pretty much prescribing these areas. Were putting the infrastructure in for plumbing and for electrical, and data at these locations. One of the things about the grand hall, its the main circulation area for the facility. We envision most of the people are going to enter and exit the building through the grand hall. So that round circle you see as the light column there towards the right . The doors to the north and to the south and to the east are all where people would be entering the building. Between that circle, the light column, and that orange rectangle in the model is the main escalators. This we felt needed to be left as mainly public circulation. Our pedestrian models show most of the people being here, we kind of fit that little retail rectangle there, because again, there are doors that lead out to 1st street at the west side of the grand hall. So its trying to strike a balance between all of the Public Movement of people, and again in phase 2, whether they are going to the train boxlevel to here, trying to leave that as open and flexible as possible and yet, try to have an opportunity for some retail there. I guess i would just to director gees earlier point in terms of letting the market tell us what works, if you look at washington, d. C. s Union Station or denvers Union Station their retail spills out into their equivalence to their main halls and again, the secondlevel just looks like circulation space. I would think in this procurement, we would not want to be very prescriptive and maybe at the end of you could talk about whether an rfp is even the right structure . I think we want to let especially since these folks if they are responsible for operations and maintenance, then pedestrian circulation, that is all their problem. Right. So they need to make it all work and if they can make it work with not having to fit in the Little Orange box, i think we would want to give them that opportunity. Yes. I didnt mention the secondlevel above the grand hall is that twostory open space. There is not a floor there, which is the upper lefthand rectangle. Okay. And we are pretty much allowing that flexibility that director yee and reiskin spoke of was my understanding. Yes, for example, director reiskin on the buslevels plans were not showing any retail, but we certainly expect passengers that wait there to take their bus and master lessee might come back to propose a small Kiosk Program for example. And on the streetlevel, for example, i think the master lessee will have opportunity for retail, especially food and dining to spill over on the pedestrian side of natoma way. So there is there are some parameters in terms of where we think in the first and second floor the retail needs to be situated, but also there is a tremendous amount of flexibility in terms of the what could happen and in terms of merchandising that the master lessee could recommend. This is a view of the natoma pedestrian way, where there is the predominant amount of restaurants and retail. I think you have seen this before. This is shaw alley is the gap that you can kind of make out, that leads through to the north side to the minnow street side and closer view shows what we have as a facade, what we call popouts, which are the proposed entrance areas into the realize spaces that could be for individual retail spaces or if a tenant came in and wanted two full bays or something, they would only need one of the popouts. They wouldnt have to use both of the popouts for their entrances, if they didnt want too. On the secondlevel you see there, it looks like a little apple with a slice out of it . That was the food court kind of operation up there. Where the kiosks and the food and things that are available to the people down below, they can see up there and see its up there and they can get up there easily with the escalators and elevators that we have provided, all in the intent of making this a very viable, workable operation. Out in front of the restaurants, as was just talked about, you see some umbrellas and we envision seating out there, umbrellas and nice weather as they love to do in San Francisco, get a lunch and sit outside and enjoy their lunch. Again, back to the grand hall. This is the main circulation area, the light column in front of us, right behind us the escalators that go to the buslevel and to the park. At the far west end, underneath the escalators we envisioned the wine bar coffee bar kind of retail, but again, this is our intent. We have put the infrastructure in for these, but the flexibility remains that other things could be done as well. This is our vision of the restaurant on the park. The 5,000 square foot restaurant with another 4500 square feet of terracelevel on the roof. The full service we see this kind of as a signature kitchen, a signature chef that would bring a real amenity to the park, and activate the park and get people to come up there. Its a destination point, we see, in the facility. Again, we often times state when we come here, the hotel vitali and the active bar scene would probably give vitali a run for their money. We were up there yesterday, fred clark and i looking at with a we were doing and walking on the metal deck, but its a terrific view. Its a terrific environment and we think its going to be very much appreciated and welcomed by the people who will be using it. This is the main plaza area. We have a cafe 1500 square foot cafe that would be provided by the master lessee. Currently envisioned it to look Something Like this if you were inside. Its very glassy and very open to the park. People can see into it easy and obviously out into the park. That is the end of the retail. If there are any other questions . Randy, one other thing. Sure. You are the expert at this, but one of the things that i would like to know in the biggerpicture of things from your standpoint . Yes. Is to what extent can that flexibility be built in to the terminal at this stage . That kind of flexibility that were talking about in terms of like some of these things that you show, like the counters, that are that one counter in the Grand Central area. Right. And i dont know to what extent i dont know the difficulty and the costs of putting that in versus doing other things . I think maybe you can sense the theme here from the board here is that we need some thinking on the transition that this center is going to go through. Yes, yes. And in doing that, we need some help from you in terms of saying okay, given that transition and that this is going to be happening in those timeframes. Right. What can we do or what should we be doing to maximize the not just the revenue but the feel of it . Right. I mean, the worst building in the world in my opinion is the state building in oakland. Because you walk in there and they have this massive open center and there is nobody there and what a waste for sure. I dont know what they thought would be coming through there, but now its just a security thing. This is going to be eventually its going to be 80 or lets say 70 transit, 20 park, 20 whatever. But its going to flip eventually and its going to be mostly for retail and the neighborhood, much as i love ac transit, and we have got some great customers that are going to be coming through. But i understand the realities here. Yes. And i would like to maybe come up with some plans here that recognizes this. Because what i see in here is not enough, in my opinion, recognition of the transition that will be taking place, so we can put it out there to whoever our master lessee or venture partner is going to be in this and understand its a longterm proposition here and its going to be evolving and to put that education out and first of all, starting with you, i think, do the thinking behind it so we can do that. Right. I believe we have done that and i hope we have done that. But i went back to this slide, because this is the main chunk of retail here, the twolevels here. We have our the hardest thing that the retail, particularly restaurants is the plumbing, is the hvac, all of these spaces have to be heated and cooled and the electrical and what we have created is loop systems of circulating hot and chilled water for the air conditioning and heating of the spaces. Weve circulated or looped electrical with big main peanut panels that distribute out to the space and have submetering for all the spaces and the thing we know that the restaurant that moves in day 1 may not be there year 2. So we have to able to adopt to whatever else comes along. We have plumbing under the floor. We have got the ability to come up through and put in new toilet rooms where we didnt have them originally and the ability too cap them off, if we want to take toilet rooms away from the interior of the spaces. Sail for the secondlevel and i will point out on the secondlevel, the eastern quadrant there. That largest orange area. We have a big grease duct that runs down the center. The people can tap into. So if they have these little kiosks and a burger kiosk, bring a duct up and tap into that and it goes up and out, and if he doesnt, he doesnt. We have tried to bring that whole thinking and procedure into all the of our thinking in how were laying out these areas for maximum flexibility. Because retail is a heretodaygonetomorrow kind of thing and we have to have it to someone moves in and they move out, we have an empty space. The worse thing we could have is empty small spaces or large, open empty spaces. One thing about the grand hall there is currently, all things considered, nothing on the level below that would preclude us from being able to put in additional infrastructure, if that was a viable thing to do. Good morning directors. My name is greg jordano with sensory interactive and our Company Helps clients to put Digital Media and hardware and software into the built environment and in this project it takes the format of creating a defining a promotional platform, mostly digital, that will maximize the available revenue from sponsorship advertising and naming to the tjpa while also improving the quality of the Visitor Experience through the facility. So what is a promotional platform . Its language that we have had pop up its a relatively new form of advertising developed for large venues such as stadiums and entertainment facilities and Transit Centers. They are made possible bit emergence of new digital technologis that allow us to integrate different types of media from digital and static signage to new types of technology, mobile applications, websites and architecture itself in terms of event spaces and to create a valuable branding. Promotional platforms are different from traditional advertising models. And primarily that they are sold to a small number of sponsors who sign for multiyear deals in return for the opportunity to reach a strong demographic audience, which you have here, through multiple channels, digital signage, events, the web applications, the mobile tools. Promotional platform delivers greater value looking at the first point, to a sponsor, than traditional advertising does. Three particular ways a sponsor is guaranteed exclusivity, meaning that no competitors to that brand will be in the facility. A sponsor has the opportunity to dominate the advertising environment; which means that at defined times the of day or year, a brand can take possession of the displays in a venur and make sure it [raoefrp ]s all sets of eyeballs moving through the facility and lastly immersion. Many will see the brands posters and video advertises and see events that are happening and see the name on the mobile app. This culmination of different ways creates a deeper connection that visitor have with blands brands more valuable from their perspective. And with a venue like this, they create content specific to this venue and rather than traditional posters that they hang around the planet, theyll generate specific ads that are timely, that are tuned to San Francisco, that are part of the culture, and what is happening in San Francisco, sporting events, political events and things that are happen ing will get reflected. For a brand like this they have a stake with the people and the content should be more than what people typically see in a station and the result is that they pay attention. Second point, exclusivity, dominance and immersion create the ideal conditions for advertiser to engage with the consumer and these traits along with content, focus the consumers attention and increase the amount of time that consumers spend engaging with the ad. A system that is designed to deliver exclusivityity, dominance and immersion will return higher revenues to the tjpa and the third point its important to note that a promotional platform is not possible just anywhere. This is not just anywhere. This location is going to be very interesting to brands, the hightraffic expectation and excellent demographics. That is why we have recommended that you proceed with a promotional platform rather than simply is deploying traditional advertising. We have expanded the feature list of the content Management System, which includes computer servers, video processers, wires cabling, networking equipment that allows us to program exactly when ad will show up on which screen with which content at what time . Examples of how that can bring additional value it allows us for example to dedicate the morning rush hour to a Coffee Company that would push their message at a time that the audience is receptive and pull in video to present to people waiting in bus lines and allow visitors to engage with the brand while waiting. It allows us to connect pointofsale systems to visitorez and mobile phones and allows us to integrate emergency messaging, if necessary. A broad range that we expect to reemergeover the lifetime of the promotional platform. These give the promotional platform the real value and tailor the way it connects to its audience. Content Management System will be part of what is provided by the master lessee. So how will the promotional platform enhance the value to the tjpa . A number of goals and objectives that we think will help to drive revenue and the no. 1 goal is of course to focus on revenue. This is at the prov that will maximize the advertising sponsorship and naming abilitis and position tjpa as the premiere advertising opportunity in the bay area. The demographic is very interesting to advertisers and one location that the brand can reach a very, very broad section of that demographic. By investing in this location, people from marin county, san jose, San Francisco, oakland, the full demo[tkpwrafbgs ] demographic come through this facility and its a wise spend through the brands perspective. Third, there are retailers that would be more interested in paying more for retail space for access for a tool like this youd outside of their facility and fourth, help the tjpa and master lessee to attract and maintain media sales partners will want to have this property in their portfolio. This will be a crown jewel for them and they will focus their attention on selling this property and that will drive number and of course, the return to you. One specific point 5, change we have made in the plans is to dedicate additional advertising space solely for the purpose of advertising and separate from wayfinding and transit information, that people are going to rely on to figure out languages and how to get to coit tower . That belongs on the screen and so that it doesnt disappear and get replaced with a burger ad. The ac transit passengers will know their way in and out of this thing, doing it twice a day. Absolutely. 6th point, because advertisers will have multiyear sponsorships in place will investment in better content, digital, static, et cetera. And that will deliver more engaging experience for passengers. Lastly and perhaps most importantly by doing the design now, were able to place it now rather than create a sense of clutter that conflicts with the quality of architect here. Is the package that is on the agenda today those digital, physical assets that support this platform . Yes. Yes. We have developed the plan for infrastructure. Im sorry the package today is basically for static signs. Wayfinding signs for the Transit Center. You are talking about the other package sorry. That is the base to the building does not include any of the plans that were shared with us today this. Is just for wayfinding and we have included the those for the transit users and kiosks. They are not this and we say that in the staff report, first page. There is a paragraph in the staff report. Yes. Thank you. Okay. So quick visual images that display some of the promotional platform assets on the lefthand image a portion of the main grand hall scheduled board will be the upper portion devoted to advertising. The lower portion closer to eyelevel with more detail on it is devoted to train and bus information and easier to use and read. Upper right, the small blue square adjacent to the elevator doors is an additional asset were proposing to allow us to separate advertising content from event information. So that is under the glass pavilion enclosur at the Elevator Bank and in the center of the image is a pair of interactive kiosks, the basic form factor of things that will be in the public way, in the building and around the building, doublesided metal boxes. Lastly, some basics on the economics. The headline is master lessee will bear the hard and soft costs related to the newly proposed assets, to answer your question, director reiskin and modifications. So if the master lessee wants to bring in a new activity or audio to a specific location is part of their piece. Estimated gross annual revenue from this investment is quite significant, and will be used to offset the costs of operating and maintaining the Transit Center. how much will be on broadband . It will be very broad. Wifi. Probably not using wifi, but fiber optics. So there will be cables . Yes. Ten years from now . Very probably due to reliability, yes. Supervisor kim was hoping to get a look at the second meeting and i can tell from the time thing, were going need one on this anyway, what time do we have to be out . 12 30 and we have a number of things on the agenda. So im in consultation with the vicechair. What i want to do is cut this presentation here, and get it at our next meeting, whenever that is. So we can get on to the contracts that we have to address, and get that done, and at the same time, allow supervisor kim to look at this. You know, in the future, i just want to say, it would be great to get as much material ahead of time as we can. Just speaking for myself, i want to listen to the people talking and i want to get a sense of them and the feeling for it. When we get this much material, which is very dense in term of its information, im always caught between listening to the person, trying to get a sense for what they are saying and looking at the maybe what they are saying or jumping ahead, so i can ask an intelligent question about something coming up in the future, which i cant do, really, as i try to keep up with this. One thing this will allow that the fact we can now digest all of the information that has been about this whole thing because its huge and there is is a lot of ramifications to this and that will help us as well and we can come back and finish this up. Right. If the team before we close this, if you could close with the main relevant points . Again, then i know that our cac chair wanted to make a comment about this. If you could just close with the main relevant points. Sure. So there is some closure without going through without going through the slides. Okay. So ill just talk about sort of the deal structure that we have envisioned for the master lessee. This is a critical point. We envision the tjpa entering into a longterm master lease with the master lessee and the master lessee will have a set of role and responsibilities and obviously one being providing the o m over the term of the lease and capital preplacements for the facility as and when they are required. The master lessee will pay obviously have the opportunity to achieve revenues from the retail, from the promotional platform, from events. And they will pay a fixed and participation rent to the tjpa and that is something well negotiate with the master lessee on and finally, the master lessee will also propose on an annual o m budget and fiveyear Capital Budget for capital replacements of the facility over the course of the lease term. The tjpa will have certain role and responsibilities. The tjpa on behalf of the purely public portions of the building such as the bus ramps, will reimburse the master lessee for running those public portion where the master lessee has minimal to no able to capture revenues and pay a Management Fee for that portion. Then costs, because this is say new facility without any kind of operating facility, the costs between if they are different between the annual budgets and the fiveyear Capital Budgets, those will be shared between the tjpa and the master lessee, again, something that will be negotiated as part of this longerterm process between the tjpa and master lessee. Maria, anything else to speak to in regards to timelines . In terms of next steps we have many, Many Community meetings scheduled for the month of january to present to the various community members. And then well be meeting again with director kim separately, early part of january as well. And then well be bringing back to the board as another information item at were going move our january meeting to later in the month, probably january 21st. I believe, and and the reason is . Director reiskin . Cant make the 14th . Yes. That is a good reason. As we discussed earlier, we would be looking after the second information item to the board to release this latter end of january early february. That is the plan. What i would like when it comes back to us is a little more of the joint venture model. As i say, once this building is gets to the point it happens and have the tjpa full focused on phase 2 and would like it not to be involved as little as possible with the running of the building, because we need a lot of energy to getting the rails in here and even with that, its going to take some time. Yes. I would like just for this in particular, i would like to hear more about what the joint venture might look like . To enable us to do that. Because i would just dread having meetings in which were talking about the Sprinkler System that didnt work at the wrong time, you know. That is the idea. Okay i think i would also suggest as you do your outreach to talk to our airport that has done a good job with retail and marketing and the parking lot. We have done that. You have done that . Yes, director we have talked to the airport and the port. How does that fit in . If you could speak to that, please . There are different models on one end of the spectrum, the airport being on another and if could you speak to that . We had a number of conversations with the airport and Port Authority. As you well know director nuru, the airport runs their own facilities, their own retail. They select their own tenants and they have relationships with their own tenants. In this model that were recommending over here, we are, as i just described, were going to enter into again in the airport model, all of the risks and all the rewards from running the place, paying for the place, as well as finding the right set of tenants lies with the airport. In this model, we are selecting a master lessee, and our anticipation is that we can move a lot of risks to the operationing and maintenance side, as well as capital replacement side to the master lessee side. And then the port, can you speak to the port . Yes. The port, i mean same conversation with the port as you are wellaware of. For example, the Ferry Building is a port property, and they went through a prioritization process with equity Equity Office its a similar sort of longterm sort of lease, that equity has where they came in and put a significant amount of Capital Investment to redesign the facility. They had they put together a very robust and creative Retail Vision and they have executed on that. So that is kind of feedback from the port that we received and we also spoke to Equity Office as well to understand how they went about executing it. San francisco has a port. [laughter ]. Never mind. I know oakland has a port. Sure, always good to know. If i could, following on that point, first of all, i concur with chair harpers comments about this is a great comprehensive presentation and i really appreciate it. We have justifiably been focusing on the construction for the last few years, but how this is going to work Going Forward is equally important, and to try to absorb this much information in this short a period of time is challenging. And our ultimate goal is not just to build a beautiful building, but to have a wellfunctioning one. So i think we are going to need time and information to be able to do our Due Diligence on this. But to director nurus point, i wont speak for him or anyone else on the board, i dont have any expertise in Retail Management or anything along these lines. But we do have folks in the city, and in the other counties who do have that. So what i would suggest is that we take all of the information, the assumptions in terms the pro forma, not just for this, but for the overall building, the proposed approach of rfp, the proposed the procurement approach of rfp. The proposed structure of master lease. And have some folks who have that expertise do a peerreview of it between our port and airport and our Economic Development office, and i dont know if Alameda County folks with expertise to validate this approach before we go ahead and issue the rfp. I would make that recommendation that we get that information and make the consultant available to a group of peerreviewers, so those of us who arent experts, as well as the staff, can have some validation that this approach, which is really the future of this building, that we have all been working that you all have been working to get built is strong and viable as it possibly can be. We will certainly do that and i did want to i meant to mention that we have been working with counsel, as well and i know joan is here today and has had a lot of experience in this area as well and can certainly speak to her concurrence on this recommendation, but well be bringing all of that back to you again as informational at the next board meeting. I think in order for us to have an opportunity for that kind of external peerreview, we would need all of this information packaged and available to folks from some of those organizations, like i talked about. I dont know if there is going to be time to have all of that done so that we would be ready to authorize this in january . I still have a list of questions that i understand we dont have time for now. All we can do is try. One of the things that i would kind of like to know, because our deal with tjpa, ac transits deal with tjpa, we participate in operations costs. So on ac transits behalf, i kind of would like to have an idea of what that total nut looks like . So that we can talk when you come back, and we can say okay, of that total guess or total as to what the operations and maintenance of the facility will be, that since we have no other transit operators in the building for a while, i want to be able to tell my folks at ac transit say, look, okay, we have got a sense of the operations and maintenance costs and look at our agreement with the tjpa and here is how much is being cut out by the master Lease Agreement. I would kind of like to know what our nut is, so i can kind of indicate to my people that yes, we have got this under control, and ac transit wont be stuck with a whole lot of operating expenses that it cant possibly meet. Well be looking for the master lessee to tell us what its going to cost, right team . There is some analyses and costs and revenues that sort that we have been working through. But the whole notion is chairman harper the master lessee is going to bid on what its going to run this project in a safe and secure manner befitting the transit facility and also going to bid on the retail and Revenue Opportunities that they are going to get out of this. S it is our goal is to sort of for a robust process to push that process and negotiate hard to get the mostly maximize amounts of revenues and [speaker not understood] im glad to hear that and i heard about the super Security Service carved out and i want a sense of that to pass on and anything else that we think of. On the security, were going to be looking at them to provide a cost; right . Were not going to have that do you want to speak to that denise . I think the point is that before we launch this, i think we would want to see the overall operating pro forma . So we know what revenues we expect, their projections, i presume for this and projections of the operators and what mtc and whoever else is going to be bringing in on the revenue side . Then the cost side is going to be looks like the only other big cost is security and presumably we have an estimate of that. Right. I think we want to understand not just what this piece is, but what the overall operating pro forma looks like. I can defer to counsel or shubert team on the issue, but again, were not going to publicly we want the bidders to tell us what its going to cost; right . We dont want to presuppose something. We should still have an idea what its going to cost, a pro forma, what there generate . Can you speak to that, or deborah . Our hope was that joan. Our hope was, directors, that we have done the analysis, and we can certainly go back and relook and sharpen our pencils in the analyses, but our hope was to keep it at this point not making that public, so that we can so as not to give potential respondents any guidance on what costs or revenues are likely to be . So really, when they come back, were asking them as part the rfp actually as an appendix, puting a real pro forma as part of the aearnings per appendix to substantiate their economic offer is a viable offer. So were hoping that the numbers that we have, that we have sort of looked at so far could be used could be not be made public and used as guidance internally for us in our negotiations when the respondents come back with their offer and their pro forma of revenues and costs of operating the facility. This is joan story, attorney for the retail lease and Facilities Management portion of this project. But part of the difficult of difficulty of providing a pro forma with any sense of accuracy the revenue stream portion of it is dependent on part on what each of the bidders is projecting is you know is anticipating as the likely tenant base . The revenue that can be generated from the tenants . They are the people because they are largely realize operators who have that experience and in part, that is part of what makes their offer competitive or not competitive is how much revenue do you think you can actually generate from the retail spaces and the promotional spaces and events . Does that sound realistic to our experts . And then i think as was said, there are some generalized numbers now about costs of operating the base building, but again, the costs of operating all of these services that are going to generate revenue were looking to the bidders to give us their estimates of what they think its going to be. So i guess what well need then to work through i understand the desire to not put all of the assumptions out in the public, but i think in order for us to be able to have a legitimate peerreview, we would want to make all of that analyses and assumptions and draft rrp available to folks who are peerreviewing and would just work through counsel to figure out what mechanism we need to make sure that we can protect that information and still stay consistent with whatever brown act requirements apply. Okay. All right, thank you. A lot to digest. The next item, madame secretary. Do we want to give a minute to yes. Directors thank you. At the cac the other evening, we commenced the presentation that you just saw and like you, it generated tremendous participation from every member of the committee. And i only wish i had chairman harps wisdom to have divided the presentation. We went for another hour beyond our allotment, which you dont have that opportunity to do. But like you, we had we appreciated the breadth of this, but its more than can be consumed in a single time. Thank you. Thank you. Looks like we have one member of the public that wants to comment on the item. Jim patrick. Hi, jim patrick with patrick and company. I think were make something strategic mistakes here. We have estimated the plumbing costs, we have estimated the hvac costs, the steel costs, and the notion we cant estimate the real estate costs or rental costs, i think is not right. That we should know how many dollars are available and what were thinking here . And the idea of keeping it quiet is nonsense. Because all the people that work in this business know i know what the price of file folders are everywhere. I think that is a mistake. No. 2, im really concerned about we have 100,000 square feet and 50,000 is on the ground floorlevel and i dont think you can generate the synergism that you need to get this really going and off the ground. Sounds like the parcel left sale of it fell through and if you are going to go back and sell it again, include the other side retail and retailers in the area, so you have a much larger package to sell to create the synergism that you need to create the retail environment. Right now you are looking myopickally and 50,000 square feet on the firstlevel is nothing and you will not attract the traffic. The other side is the traffic, the people who just dont buy and dont buy from us and are rushing to the bart station and wont stop to buy office supplis and other things in the area. The poor customers in my experience are the commuters and you have to attract not only the commuters and because its a small percentage of a big number, you also want to get the People Living in the area. If you want a guchi there, youll have to have more people than guchi. Retail is a critical element and i could encourage this really be thought out. And understand the synergism and ability to make this retail thing work. So i think were making a couple of mistakes here. Thank you. Thank you, mr. Patrick, who i note is a retailer. All right well go ahead and call your next item. Yes please. Item 9 approving amendment to contractor no. 00cngc000 aauthorizing Webcor Obayashi joint venture to modify the trade work subcontract Architectural Design and designs, inc. For the construction efficients portion of designbuild contract in an amount of 4,553,729 and [th rb ] increasing authorized direct costs costs by 5,553,729 , et cetera. This is a designbuild package and awarded the design portion of that package in may, and we have now completed the negotiations, design, and negotiations with the contractor. Were here to recommend for award the construction portion. The scope of work includes static signs basically with the exception of the what is put in the kiosks. The work is related to wayfinding, to orient the passengers and the users of the facility how to get to their reach their destination in the fastest way possible. This does not include any possible future work by the master lessee in adding monitors would be at their own cost as previously mentioned. This contract is based on phase 2 usage; right . Phase 1 usage, phase 2 later on well add more. In other words, were contracting on the basis that everybody is there, trains, buses, passengers; right . We would have to come back and add signs for lower concourse, train box and additional signage but everything on the floors that are active will be part of this contract, the way finding, directional signs and everything will be there as sufficient for all of the trains that will eventually be there . Yes. This is what we envision right now. Is that the way to go . Well, coming into the Transit Center, they within want to go to the park and need direction and want to go to ac transit, they need direction [speaker not understood] again, these signs are to help are static signs. They are not even electronic . No, they are static signs with the exception of let me go back with the exception of the monitors that were putting in the kiosks areas for transit users. So they are for the use of the building. Is the wayfinding will be simple for a few years, as i pointed out earlier . You have newer users coming in and the park is 5 1. 4 acres and know where the restaurants and amphitheater is and garden and playground i dont want to install a lot of technology that wont be used and by the time its used will be way out of date. The static signs are now and will stay for a long time to come. All right. Any other questions on this . This is one we have been expecting for a while. So basically our budget was 3. 46 million. We negotiated the base cost for 3. 6 million. During the negotiations with the contract on the design side, we decided to include the monitors that were installed in the kiosks. A Million Dollars of monitors . We have a lot of kiosks. Its a fourblock building. All right. So we recommending to fund the cost of the monitors from the program reserves. I did contemplate that when i introduced the interim budget last month, that we would possibly put monitors in and put moneys in the reserve to do that. The recommendation is to award this package for 4. 5 Million Dollars. Why dont we wire it out and buy the monitors as needed from computer discounters . It was 1. 46 million. And five years from now, the next estimate will be . 9 million for more and mores. Monitors. They are needed for transit. I will stop hassle you, but part of the thinking to install that the nature of this is one thing, when it opens, and its going to be a whole other thing some years thereafter and to the extent that were building for the hereafter, you know, that may not be smart. Just to let you know, this accounts for tourists. We want tourists to be here. We want regional usage from throughout the region and we need signs for that, too. Yes, the commuters may know their way around after a couple of months of usage, but we want this to be a regional hub as well and we need the signs. Ac transit will appreciate, believe me. I will move approval. Second. I aa motion and second. You need roll call. The first and second, and no members of the public wanting to comment, we can go ahead and take a rollcall vote. Director gee . Yes director riskin. Aye. Vicechair . Aye. Director harper. Aye. Item 10 is presentation of the audit Financial Statements for the Fiscal Year Ended june 30, 2015 and report to the board of directors. Before the presentation, i just want to mention that were now in our 12th year of receiving nothing, but clean audits. So i do want to commend our Financial Team for their excellent work on that. Please. Thank you, directors. My name is nathan with the external independent financial auditors of the tjpa. We have looked at the Financial Statements for the year ending june 30, 2015. We look at the transbay compliance with federal awards, and we look at the internal controls that are in place from the financial perspective of transbay. And i am happy to present to you that we had no internal controlrelated issues. The Financial Statements are fairly as stated in all material respects and it was really a very clean audit. There were no adjustments necessary for us to get to this point and they work with us very closely in a very timely manner. So my presentation may not be as exciting as these prior ones and thoughtprovoking, but the reason im here, if you have any questions for me regarding the audit . Then i am happy to answer them to the best that i can. Well, i just gather required Supplemental Information, when we ask for more information and we receive it, we are not going to check on whether or not were getting the truth . Is that the essence of why you are disclaiming required Supplemental Information . Required Supplemental Information is in addition to basic Financial Statements, the Balance Sheet and required as required by governmental accounting standards board gasb and they say for transbay to include this Additional Information and while its not audited to the same extent that the basic Financial Statements are. In the basic Financial Statement audit we get records and ask questions to management and evaluate the underlying assumptions that lend to that information and drill into the details. Required Supplemental Information is in addition, to the Financial Statement and they put it into predicts, perspectives, but not audited to that level of detail, but make sure its consistent nothing can be miss leading and has to comply with gasb, but didnt come to the level of the Financial Statement. For any and all Financial Statements throughout the entire United States, nothing unique to transbay in that respect. Any questions or a motion . Its just a presentation. Oh, we dont have to accept it. That is nice. [ laughter ]. Well, for the record, i have had a lot of problems with the audit just kidding. Do we need more of a presentation . This was in the packet. So i was able to go through it and impressive audit. Great. Thank you. Thank you very much. Go ahead and call your next all right. Yes please. Highlight 11 is approving mine changes to board policy no. 009 investment policy and board policy no. 17, Debt Management policy and authorization to invest moneys in the california state treasurers local Agency Investment fund. Sarah will address you on this item. Good morning, directors, sarah, and in recognition of the time constraints, perhaps its best if i just answer any questions, if you have time to read the item . These are relatively minor changes proposed to the investment policy and the Debt Management policy. Seeing none, we do need a motion and approval on that; right . Right. Move for approval. Director gee. Great. Moved and seconded. And no members of the public wanting to dress you, director gee. Necessity. Director reiskin. Aye. Vicechair nuru. Aye. Chair harper . Aye as well, that is four ayes, item 11 is approved go ahead and call your next all right. Please. Item 12 approving an agreement with 41 tehama lp for a payment to tjpa to grant certain temporary and permanent easements over portions of tjpa property generally referred to parcel h, et cetera. Directors were always looking for revenue and when this opportunity came, we jumped at it. Andrew is here to answer any questions. Andrew outside counsel for the tjpa. This is 35story building 398units that is being built right on the Property Line between the 41 tehama property and parcel h, which is t jpa property and its longterm use is for park. These are five temporary construction easements and permanent easements that are basically the air rights above parcel h. This building is going to provide tax increment, cdbg payments, and is going to provide housing. So its in the tjpas interest to accommodate the construction of the building by granting temporary and permanent easements. I can if the board wishes, i can go into greater detail about the easements and the safety precautions that are built into this easement agreement . Were also getting a quick claim of the 3 gap between the two properties. 170 Million Dollars that was based on an appraisal. 170,000, excuse me. Based on appraisal. I had no problem [laughter ] im used to it. The developer is pay has paid for the post of the appraisal and all of the costs for attorneys and consultants to negotiate the agreement. That will be paid out of escrow. These construction easements are really beneficial. Im glad were on top of them. Can you get a lot of money for the rights to somebody to pass their crane over your property i found out. Good, were making use of it. Any questions . That is it . Any Public Comment . No members of the public want to speak on the item. I heard a first, do we have a second . First and second, director gee. I. Director risk yip. Aye. Vicechair underey u yu. Aye. Chair harper . Aye. Four ayes, item 12 is approved. Next item. Yes, please. Item 13 isaproving the minutes of the november 12, 2015 meeting. No members. Public want to address you on that item. Okay. So move to approve. Yes, please call the roll. First and second, director gee . Abstain. Thank you. Director gee abstaining director reiskin. Aye. Vicechair nuru. Aye. Chair harper . Aye. As well, that is three ayes one abstention and minutes are approved. Ready to head back to item 3 on your agenda. Yes. Item 3 is communications. Im not aware of any. Im not either anymore. Seeing none, item 4 is board of directors new and old business. Im also not aware of any. Actually, at last meeting, we amended the bylaws to provide for Additional Support to the staff and the team working on the construction of the facility. And we did it with some haste, because i think there was a sense of urgency getting them into place and wondering in we could get an update where we are with that process . Is that next meeting you are asking for that or now . Now. So i have tried to schedule a meeting with you. The next step well be meeting with director nuru. Okay. Do we have a timeline . Next week sometime. Okay. Because again, i mean the reason why we brought that with some urgency now had a month ago, so we could get the Additional Resources on to assist the project to get done. Yes, well be meeting with director nuru next week. Good question. All right. Moving on to item 5 is the executive directors report and may not be aable to get through all. Im going to try to move through this quickly because we have to be out of here soon. I did want to start by announcing that the applied Technology Council and the Structural Engineering institute of the American Society of Civil Engineers commissioned an independent jury to identify the nations champion of earthquake resilience and have projected our project, the transbay Transit Center as the recipient of the award for extraordinary innovation and seismic protection of buildings. So that is a huge honor. And were very proud of that. Well be presented with the award this friday at a gala event at the San Francisco maritime museum, and as you know, the Transit Center is destined to be operational for buses after major earthquake events enabling people to safely evacuate the city and the target is immediate occupancy performance level arch 975year earthquake, which is approximately equal to 8. 0 event on the san andreas fault. It was critically important to me from the outset to have a facility where thousands and thousands people with ultimate capacity of 46 Million People a year that it be safe. As you know, the design incorporates stateoftheart seismic analysises in study Energy Dissipation during earthquake you and advanced modeling of interaction with the box with [speaker not understood] [tpraeuplt ] work steel cationings, design, using advanced sign and analysiss to demonstrate that they are stronger than members they connect to and i meant casings. So earthquake resilience and becomes we hope a catalyst for a new wave of development in the immediate neighborhood and i hope other people follow our lead. So i want to thank the council for this award as well for their hard work as well on this. Also in the interest of time, i think instead of going into the construction update, what i wanted to do, directors as you know, last month we presented you with our Quality Control Quality Assurance program which is very robust and one thing that is very critical and very important to us is the waterproofing of the Transit Center. We have done a lot of work on that and a lot of work from the design standpoint and also the methods were using through Quality Control Quality Assurance process and wanted the board to get a quick briefing and if we could have the team come up, please and present on that . I think we start with randy. Go ahead, randy. Were going to go through the waterproofing system overview and particular emphasis on the roof park where rain falls and irrigation. Well touch on those as well. We have some of the systems that we have put in place on the roof to protect the building from the water. Going to go through the quality measures and timeline for installation. This is a good time to talk about this because were about ready to start the abovegrade waterproofing at the bus techlevel. So this is an overview. Again, in the interest of time, spent a lot of time on the train box. Which has waterproofing membrane that is basically between the shoring wall and the foundation wall. Its a sandwich that is between the slab and protection slab below it. Its in place, obviously, the foundation is there. The mat slab is there and its working well and its a very secure system that should last us for the length of the duration of the building. At the bus techlevel we have the structural slab that is forward. Well put down a hot asphalt Water Proofing and 5 slab that the buses actually travel on. At the parklevel we have what we call waterproofing membrane no. 3, that well go into a little more detail here. We have a waterproofing membrane 4 that doesnt show up because of the location it is in the park. But this is the park as you can see, we show the slab below, the red dashed line is this waterproofing membrane well look at. It turns up at the edges. We have either soils, sand and soils or the geosynthetic fill, a lightweight structure that creates the mouths without adding a lot of unnecessary weight to the project. Im going to do this with a visual aid. You see a structural slab that slopes to drains. First thing we have down there, and im available if anybody wants to look at it afterwards a protection layer goes down to separate the all waterproofing membrane from the concrete. There is an 80mil thick waterproofing membrane over there. So any movement or seismic event, and the seams are overland and overlapped and welded. And before they proceed on, theyll take the protection board off and test it again electronically and actually were going to do some spotflooding of the area, just to make sure that the electronic testing is proving out. That the system is solid and secure. Well then put down an electronic mesh or mesh between this layer and the second layer, which is again the same thing. When this gets down, this gets tested in the same way and then we pass electricity through the mesh, test it again to make sure there is no penetrations, no builtin potential for leaking there. There is another protection layer that goes over that and then a little thinner, but still robust and durable protection later, followed by drainage mat here and 4 of protectionconcrete slab on top of that. The last item on the graphic is a rigid drain mat as part of the landscaping work. That then any water as it comes through the soil or geosynthetic fill is directed to get the water as quickly and efficiently off of the roof. We think we have a really good system. We think its going to be a longlasting system and its going to be murder to get to if there is a problem. So we have built into that a yes you can barely see it over to the left. Its a Monitoring System, to tell if we do have a problem and that Monitoring System i have lost my ability to go forward, ed. Go ahead, randy, just start speaking to it. That what i am pressing. Im frozen. Okay, that is we have what we call a monitoring jar system. That is throughout the entire length of the park. We have 32 areas where weve subdivided into kind of a grid by raising some of the waterproofing up as its installed. 32 discreet zones and through the structural slab is a tube that connects down to the monitoring jar. The monitoring jar as you can see are in these locations. They are approximately 85 down the length of the park as two of these jars at every location. The jars allow somebody, the Maintenance Crew to walk around after the system is installed, and look up to where the jars are located, which is tucked into the area between the column and the ceiling. There is a reveal in there and these little jars are there and they can walk around and check if there is water in the jar that is a bad problem and able to be fixed by taking the jar off and injecting urethaneinto that that would flood that entire 80 by approximately 50 area. To seal the leak that has occurred up you there. This slide shows during construction we have the electronic monitoring and testing and flood testing and after the membrane is installed, we have the jar system to monitor for leaks, which would also then be able to be used to repair any of the leaks. The fountain, which director nuru brought up before, every fountain in San Francisco leaks. We have gone to Great Lengths to take into the trough that runs the length of the fountain to put in a primer coat. Its either mopped or troweled on base course, two intermediate and top course of materials that creates in effect an envelope throughout the length of this trough; which will the water as you can see in the little image shots up and comes down and down into the trough and pumped back in and recirculated into the fountain system. If we have a leak in that, we have in place below it the first system that we just went through. So we have got more than bets and suspenders type of operation with all of the layers of membrane you we have to protect the building from water. What is the life of the material . 20year system and the same in the fountain itself. So if you could speak to the quality measures, Quality Control, please . Steve, Webcor Obayashi. The installation subcontractor has proven experience in the Transit Center and installed all the belowgrade waterproofing and contracted to install the others as well. He will be certified by the manufacturer and his installers will be manufacturertrained prior to performing any work on the project. This product data and submittal were reviewed and approved by the construction team, as well as the design team. Mentioned the manufacturer administered training, well perform a mockup onsite for installation and any work that works out the specific details related to penetration and wall flashings and special conditions. We have manufacturer technical Field Support onsite periodically and there before installation and on a weekly base. We have a 20year warranty on the waterproofing system. What happens after 20 years . The warranty is up after 20 years. And the life of system it sound like is up, so then what happens . If it were to fail or leak, which is probably unlikely, you would have to replace it . And master lessee will do that. [laughter ] okay. That is what i have learned. Continue, steve. Yes. Construction monitoring throughout installation. We have our Quality Control team that will be continually monitoring the installation. There are many steps along the way of Quality Control. Everything is documented and 360 is our Quality Control system. To make sure there are no open issues remaining after the work is complete. This is a rough timeline of the installation. Currently were handling our preparatory meetings in preparation for starting work. Our initial meetings happen in january. Manufacturersadministered training starts in january as well. Mockup waterproofing done in february and all the materials delivered to the site march and april. And installation will start in may. There are many steps in the process. I wont go through it in detail, but to say every step has Quality Control and testing at each step of the way. Its mentioned its a twolayer system with redundancy and each layer is electronically tested with spotwater testing. And really, essentially continuous inspection all the way along the way. With that i will turn it over to steve. Good afternoon. Steve with Turner Construction and just one more slide, just to reinforce the Quality Control and Quality Assurance aspect. As steve mentioned through each step in the installation, there will be inspections. We have also engaged a firm for their waterproofing expertise and they will provide oversight and inspection throughout the installation process. They have already been doing that for us from a Quality Assurance point of view on the train box and waterproofing the product, as well as starting to do that on the top of the train box process that is Getting Started now, too. So they will continue that, monitor the various tests and inspections and keep that going throughout the process. We or i would be happy to answer any questions. That is it. So in the interest of time, if the board has any questions on the quarterly financials, otherwise my next item to report is that mtc reported the results of their cost review of the rail extension part of our program. They completed that study in november. They brought it to their committee in november, but they had a lot on the agenda and werent able to hear it. So they brought it to their committee yesterday and heard the item. And since we dont have much time, mark if you want to say a few words about that . Next steps as the board knows we have and a process were working through and well be briefing director gee and that is excelled to be released for Public Comment later this month. Can we just push this item to the next meeting . We will. I just wanted to the board know it will be released pore Public Comment next month. That concludes my report. Thank you. I will just go ahead and call item 6 Citizens Advisory Committee update and ted olson let me know we had nothing else to report. Item 7 is Public Comment to address the authority on matters that are not on the calendar and have not received indication that anybody wishes to do. That is it. Have a Great Holiday ladies and gentlemen, the chair has called the meeting to order. Please turn off your Electronic Devices as they interfere with the equipment in the room. Please rise for the pledge of allegiance. I pledge allegiance to the flag of the United States of america and to the republic for which it stands, one nation, under god, indivisible, with liberty and justice for all. President , loftus, i would like to call roll. Commission president loftus, commission president