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1 ||] ANDREW S. AZARMI (SBN 241407)
andrew.azarmi@dentons.com
2.|| SAMUEL KOHN (SBN 304881) ELECTRONICALLY
samuel.kohn @dentons.com
3 | DENTONS US LLP FILED
Spear Tower, One Market Plaza, 24th Fl. a eounee eee eee
4 || San Francisco, CA 94106
Telephone: 415.267.4000 06/02/2017
5 || Facsimile: 415.267.4198 BY: ANNA TORRES
Deputy Clerk
6 || Attorneys for San Francisco Chamber of
Commerce, Bay Area Council, San Francisco
7 || Building & Construction Trades Council, Center
for Creative Land Recycling, San Francisco
8 || Housing Action Coalition
9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF SAN FRANCISCO
11 |] CORINNE WOODS, MICHAEL Case No. CPF-14-513503 [Woods]
THERIAULT, and TIM COLEN,
12 Case No. CGC 14-540531 [Cal.State Lands]
Petitioners and Plaintiffs,
13 [Consolidated]
v.
14 REQUEST FOR JUDICIAL NOTICE IN
JOHN ARNTZ, in his official capacity as SUPPORT OF AMICUS BRIEF OF SAN
15 || Director of Elections of the City and County of | FRANCISCO CHAMBER OF
San Francisco and CITY AND COUNTY OF COMMERCE, BAY AREA COUNCIL,
16 || SAN FRANCISCO, SAN FRANCISCO BUILDING &
CONSTRUCTION TRADES COUNCIL,
17 Respondents and Defendants, CENTER FOR CREATIVE LAND
RECYCLING AND SAN FRANCISCO
18 || REBECCA EVANS HOUSING ACTION COALITION;
AUTHENTICATING DECLARATION OF
19 Real Party In Interest ANDREW S. AZARMI
2 Date: 28, 2017
° | CALIFORNIA STATE LANDS Te _ on °
1 || COMMISSION, Dept: 504
22 Petitioner and Plaintiff, Hon. Suzanne R. Bolanos
23 v. Action Filed: February 14, 2014 (Woods)
94 || CITY AND COUNTY OF SAN July 15, 2014 (State Lands)
FRANCISCO, DOES ONE THROUGH Trial Date: September 11, 2017
25 || FIFTY,
26 Respondents and Defendants.
27
28
DENTONS US LLP
SAN FRANCISCO
REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF AMICUS BRIEF; AUTHENTICATING DECLARATION1 REQUEST FOR JUDICIAL NOTICE
2 Pursuant to Evidence Code sections 451 and 452 and Rules 3.1113(1) and 3.1306(c) of the
3 || California Rules of Court, the San Francisco Chamber of Commerce, Bay Area Council, San
4 || Francisco Building & Construction Trades Council, Center for Creative Land Recycling and San
5 || Francisco Housing Action Coalition request the Court to take judicial notice of:
6 1. The Port of San Francisco's Ten-Year Capital Plan, FY 2015-2024 Update, attached
7 ||hereto as Exhibit A.' Exhibit A is an official Port of San Francisco document and is the proper
8 || subject of judicial notice under Evidence Code section 452(c). (Fowler v. Howell 42 Cal.App.4th
9 || 1746, 1749-1750 (1996) [taking judicial notice of government records and files].) Exhibit A is
10 || relevant to show the scope of the Port's responsibilities and the projected cost of the Capital Plan’s
11 |/implementation over the next ten years, as well as the expenditures and funding sources that the
12 || Port’s Ten-Year Capital Plan is based upon.
13 2. The Port of San Francisco's February 20, 2014, departmental analysis of the
14 || Waterfront Development Height Increases initiative, attached hereto as Exhibit B. Exhibit B is an
15 || official Port of San Francisco document and is the proper subject of judicial notice under Evidence
16 || Code section 452(c). (Fowler v. Howell 42 Cal.App.4th 1746, 1749-1750 (1996) [taking judicial
17 || notice of government records and files].) Exhibit B is relevant to show the Port Commission’s
18 || analysis of the ordinance, including how it will interfere with the Port's management of public
19 || trust lands and how revenues for Port projects will be reduced.
20 3. The San Francisco Planning Department's departmental analysis of the Waterfront
21 || Development Height Increases initiative, attached hereto as Exhibit C. Exhibits C is an official
22 || Port of San Francisco document and is the proper subject of judicial notice under Evidence Code
23 || section 452(c). (Fowler v. Howell 42 Cal.App.4th 1746, 1749-1750 (1996) [taking judicial notice
24 || of government records and files].) Exhibit C is relevant to show the San Francisco Planning
25 |)Department’s analysis of the ordinance, including the negative impacts from a planning
26 || standpoint, as well as economic impacts.
' Source of these documents are authenticated in the below Declaration of Andrew Azarmi.
DENTONs US LLP
SAN FRANCISCO 1
REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF AMICUS BRIEF, AUTHENTICATING DECLARATIONL 4, The April 9, 2010, California Senate Committee on Natural Resources and Water’s
2|| Bill Analysis for Senate Bill No. 1350 (2009-2010 Reg. Sess.), attached hereto as Exhibit D.
3 || Exhibit D is a legislative committee analysis, which is an official act of the Legislature and is the
4 || proper subject of judicial notice under Evidence Code section 452(c). (In re J. W. 29 Cal 4th 200,
5 || 211 (2002) [analyses from California’s State Legislature are proper subjects of judicial notice].)
6 || Exhibit D is relevant to further show that the intent of the Legislature in adding California Public
7 || Resources Code section 6009 was to preserve the role of the State over public trust lands and to
8 || preclude the local initiative power with respect to those lands.
9 5. The June 18, 2010, California Assembly Committee on Natural Resources’ Bill
10 || Analysis for Senate Bill No. 1350 (2009-2010 Reg. Sess.), attached hereto as Exhibit E. Exhibit
11 || E is a legislative committee analysis, which is an official act of the Legislature and is the proper
12 || subject of judicial notice under Evidence Code section 452(c). (in re J. W. 29 Cal 4th 200, 211
13 || (2002) [analyses from California’s State Legislature are proper subjects of judicial notice].)
14 || Exhibit E is relevant to further show that the intent of the Legislature in adding California Public
15 || Resources Code section 6009 was to preserve the role of the State over public trust lands and to
16 || preclude the local initiative power with respect to those lands.
17 6. The Port of San Francisco’s April 30, 2014, departmental analysis of the
18 || Waterfront Development Height Increases initiative, provided to Mayor Edwin Lee’s office,
19 |) attached hereto as Exhibit F. Exhibit F is an official Port of San Francisco document and is the
20 || proper subject of judicial notice under Evidence Code section 452(c). (Fowler v. Howell 42
21 || Cal.App.4th 1746, 1749-1750 (1996) [taking judicial notice of government records and files].)
22 || Exhibit F is relevant to show the Port Commission’s analysis of the ordinance, including how it
23 || will interfere with the Port's management of public trust lands and how revenues for Port projects
24 || will be reduced.
25 7. Senate Bill No. 815 (2007-2008 Reg. Sess.), attached hereto as Exhibit G. Exhibit
26 |G is a legislative enactment and is the proper subject of judicial notice under Evidence Code
27 || sections 451(a) and 452(c). (See Assembly v. Public Utilities Com. 12 Cal.4th 87, 97, fn.6 (1995)
28 || [taking judicial notice of legislative enactments].) Exhibit G is relevant to show that the
DENTONs US LLP 2
SAN FRANSISCO, 3ST FOR JUDICIAL NOTICE IN SUPPORT OF AMICUS BRIEF; AUTHENTICATING DECLARATION1 |) Legislature has specifically authorized and directed the Port to develop Port property for the
2 || purpose of generating the revenues needed to meet the Port’s capital needs.
3 8. Assembly Bill No. 418 (2011-2012 Reg. Sess.), attached hereto as Exhibit H.
4 || Exhibit H is a legislative enactment and is the proper subject of judicial notice under Evidence
5 || Code sections 451(a) and 452(c). (See Assembly v. Public Utilities Com. 12 Cal.4th 87, 97 fn.6
6 || (1995) [taking judicial notice of legislative enactments].) Exhibit H is relevant to show that the
7 ||Legislature has specifically authorized and directed the Port to develop Port property for the
8 || purpose of generating the revenues needed to meet the Port’s capital needs.
9 9. Assembly Bill No. 1273 (2013-2014 Reg. Sess.), attached hereto as Exhibit I.
10 || Exhibit I is a legislative enactment and is the proper subject of judicial notice under Evidence
11 || Code sections 451(a) and 452(c). (See Assembly v. Public Utilities Com. 12 Cal.4th 87, 97 fn.6
12 |} (1995) [taking judicial notice of legislative enactments].) Exhibit I is relevant to show that the
13 || Legislature has specifically authorized and directed the Port to develop Port property for the
14 || purpose of generating the revenues needed to meet the Port’s capital needs.
15 10. The San Francisco Chronicle's article "Warriors shift arena plans to Mission Bay"
16 || dated April 22, 2014, attached hereto as Exhibit J. A court may take judicial notice of “(f)acts and
17 || propositions that are of such common knowledge within the territorial jurisdiction of the court that
18 || they cannot reasonably be the subject of dispute.” Cal. Evid. Code § 452(g). Exhibit J is relevant
19 || to show the response by developers in light of San Francisco's local initiative.
20
21|/DATED: June 2, 2017 DENTONS US LLP
22
3 By: /s/ Andrew S. Azarmi
Andrew S. Azarmi
24 Attorneys for San Francisco Chamber of
Commerce, Bay Area Council, San Francisco
25 Building & Construction Trades Council, Center for
> Creative Land Recycling, San Francisco Housing
26 sl
Action Coalition
27
28
DeNTONS US LLP 3
SAN FRANCISCO
3ST FOR JUDICIAL NOTICE IN SUPPORT OF AMICUS BRIEF; AUTHENTICATING DECLARATION1 DECLARATION OF ANDREW S. AZARMI
2 I, Andrew Azarmi, declare as follows:
3 1. Tam the lead attorney for the Amicus parties San Francisco Chamber of Commerce,
4 || Bay Area Council, San Francisco Building & Construction Trades Council, Center for Creative
5 || Land Recycling and the San Francisco Housing Action Coalition (the “Amicus Parties”). I submit
6 || this declaration in support of the Amicus Parties’ Request For Judicial Notice in Support of Amicus
7 || Brief, for the purpose of authenticating the documents to be judicially noticed.
8 2. Attached to the Request for Judicial Notice as Exhibit A is a true and correct copy
9 || of the Port of San Francisco’s Ten-Year Capital Plan, FY 2015 -2024 Update. I obtained a copy of
10 || this document from the Port of San Francisco's website at:
11 || http://www.sfport.com/modules/showdocument.aspx ?documentid=731 1.
12 3. Attached to the Request for Judicial Notice as Exhibit B is a true and correct copy
13 || of the Port of San Francisco’s departmental analysis of the Voter Approval for Waterfront
14 || Development Height Increases initiative. I obtained a copy of this analysis from the San Francisco
15 || Elections Department’s website at:
16 || http://sfgov2.org/ftp/uploadedfiles/elections/ElectionsArchives/Meeting_Information/BSC/agenda
17 || s/2014/Department%20A nalysis-Port%200f%20San%20Francisco.pdf.
18 4. Attached to the Request for Judicial Notice as Exhibit C is a true and correct copy
19 || of the San Francisco Planning Department's departmental analysis of the Voter Approval for
20 || Waterfront Development Height Increases initiative. I obtained a copy of this analysis from the
21 || San Francisco Elections Department's website at:
22 || http://sfgov2.org/ftp/uploadedfiles/elections/ElectionsArchives/Meeting_Information/BSC/agenda
23 || s/2014/Department%20analysis-Planning%20Department.pdf.
24 5. Attached to the Request for Judicial Notice as Exhibit D is a true and correct copy
25 || of the April 9, 2010 California Senate Committee on Natural Resources and Water's Bill Analysis
26 || for Senate Bill No. 1350 (2009 -2010 Reg. Sess.). I obtained a copy of this analysis from the
27 || Official California Legislative Information website at:
28 || http://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=200920100SB1350.
DENTONs US LLP 4
SAN FRANSISCO, 3ST FOR JUDICIAL NOTICE IN SUPPORT OF AMICUS BRIEF; AUTHENTICATING DECLARATION1 6. Attached to the Request for Judicial Notice as Exhibit E is a true and correct copy
2. || of the June 18, 2010 California Assembly Committee on Natural Resources’ Bill Analysis for
3 || Senate Bill No. 1350 (2009-2010 Reg. Sess.). I obtained a copy of this analysis from the Official
4 || California Legislative Information website at:
5 || http:/Aeginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=200920100SB1350.
6 7. Attached to the Request for Judicial Notice as Exhibit F is a true and correct copy
7 || of The Port of San Francisco’s April 30, 2014 departmental analysis of the Waterfront
8 || Development Height Increases initiative, provided to Mayor Edwin Lee’s office. I obtained a copy
9 || of this document from:
10 || http://www.sf-planning.org/index.aspx ?recordid=250&page=27 | 9#effects.
11 8. Attached to the Request for Judicial Notice as Exhibit G is a true and correct copy
12 || of Senate Bill No. 815 (2007-2008 Reg. Sess.). I obtained a copy of this legislation from the
13 || Official California Legislative Information website at:
14 || http://leginfo.legislature.ca.gov./faces/bilNavClient.xhtml?bill_id=200720080SB8 15.
15 9. Attached to the Request for Judicial Notice as Exhibit H is a true and correct copy
16 || of Assembly Bill 418 (2011-2012 Reg. Sess.). I obtained a copy of this legislation from the
17 || Official California Legislative Information website. at:
18 || http:/Aeginfo.legislature.ca.gov./faces/bilNavClient.xhtml?bill_id=20112012AB418
19 10. Attached to the Request for Judicial Notice as Exhibit I is a true and correct copy
20 || of Assembly Bill 1273 (2013-2014 Reg. Sess.). I obtained a copy of this legislation from the
21 || Official California Legislative Information website at:
22 || http:/Neginfo.legislature.ca.gov./faces/billHistoryClient.xhtml.
23 | ///
24 WIT
25 ||
26 || ///
DENTONS US LLP 3
SAN FRANSISCO, 3ST FOR JUDICIAL NOTICE IN SUPPORT OF AMICUS BRIEF; AUTHENTICATING DECLARATION1 I. Attached to the Request for Judicial Notice as Exhibit J is a true and correct copy
2 || of The San Francisco Chronicle's article "Warriors shift arena plans to Mission Bay" dated April
3 |} 22, 2014. I obtained a copy of this document from The San Francisco Chronicle's website at:
4 || http://sfgate.com/warriors/article/Warriors-shift-arena-plans-to-Mission-Bay-54185.
wn
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct and that this declaration is executed on June 2, 2017 in San
aya
Francisco, California.
4
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By: f IM ta WAL
10 + —_
Andrew 8, Azarmi
6
~ REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF AMICUS BRIEF; AUTHENTICATING DECLARATION
SUROTRISV-2EXHIBIT APort of San Francisco
Moe
Ten-Year Capital Plan
FY 2015-2024 UpdateTable of Contents
I. Executive Summary
Il. Introduction
Ill. — Strategic Outlook and Continuing Challenges
IV. Capital Need Estimates
Vv. Capital Expenditures
VI. Plan of Finance
VII. Conclusions
Appendix A: Ten-Year Capital Needs, by Facility
Appendix B: Allocation Strategy for Port Capital Funds
Appendix C: Criteria for Formation of Port IFD Project Areas
50
52L EXECUTIVE SUMMARY
The Capital Plan represents the guiding document for the Port’s capital investments, and
provides an assessment of capital needs, the investment required to meet those needs, and a plan
to finance them. The FY2015-24 update of the plan reflects improvement from prior year plans
in the Port’s ability to address its capital needs over the next ten years. While the overall need is
still substantial, some of the strategies the Port has put in place are beginning to yield results.
The celebration of the Port’s 150" anniversary was highlighted by the following major
accomplishments in 2013:
© The opening of the Exploratorium at Pier 15;
¢ Hosting the 34 America’s Cup regattas on the San Francisco Bay;
© Completion of major waterfront parks and shoreline improvements in Fisherman’s
Wharf, South Beach, Mission Bay, and Bayview Hunters Point; and
e Construction of the James R. Herman Cruise Terminal and Northeast Wharf Plaza at Pier
27.
Since its inception in 2006, the Capital Plan has provided a solid framework for the Port’s
investment to maintain and enhance its assets. In particular, the Port has utilized the plan’s
findings and priorities to guide issuance of its revenue bonds as well as preparations for the 34h
America’s Cup.
In the past three years, the Port has seen a dramatic uptick in capital investment, with
approximately $138 million expended for a variety of projects that have advanced the Port’s
maritime commerce mission, brought people to the waterfront, and made substantial progress
toward reducing the Port’s capital backlog. The James R. Herman Cruise Terminal project, park
projects, and the City’s commitment to host the 34" America’s Cup drove much of the Port’s
recent investment.
These experiences yielded important insights that have advised this plan:
¢ Asdemonstrated by the James R. Herman Cruise Tetminal and the rebuild of Pier 29
after a fire, the City has the expertise and capacity to direct major new investment within
a very short timeframe;
© Port Maintenance staff are the Port’s most cost-efficient and effective means of
rebuilding most pier aprons and bringing pier sheds into code compliance;
e The Port excels at designing and building public parks and managing historic
rehabilitation improvement projects; ande Inorder to deliver major waterfront improvements, the Port requires a comprehensive
strategy to obtain entitlements and regulatory approvals, particularly for in-water
construction.
Pursuant to direction from the Port Commission, this year’s plan continues progress made in
recent years to expand and stabilize capital funding from the Port’s operating budget. Port staff
has also continued to refine the capital project scoring process, with an inter-divisional focus on
project readiness and financial outcomes.
The strategic, ongoing challenges to the Port discussed in detail in this plan are ever present in
the minds of the Port staff: the seawall, tidal flooding and sea level rise; the need for Port-BCDC
planning studies; the Port’s yellow- and red-tagged facilities; ongoing problems posed by
underpier utility infrastructure; revitalization of the southern waterfront; seizing t the opportunity
to find higher and better uses of certain waterfront facilities presented by the 34" America’s Cup;
and the relentlessly increasing cost of dredging the Port’s berths. Daunting as these challenges
may be, the Port staff has developed concrete strategies for addressing them.
With respect to the Port’s annual recalculation of needs, this plan identifies a total need of just
over $1.59 billion over the ten-year period (plus an additional $464.3 million for conditional
seismic work), primarily for deferred maintenance and subsystem renewal work required on Port
facilities.
Changes From Prior Year Plan
Backlog Renewal One-Time Seismic
(S millions) | ($ millions) | ($ millions) (S millions)
Prior Year (F¥2014-23) Plan $586.9. $523.0 $480.3 $449.6
‘Completed repairs or project cost (48.2) (15.4) (73) (0.1L
savings
Updated project cost estimates 51.6 (77.4) (5.3)
Leased facility improvements (by 0.6)
tenants)
‘New year ten (FY 2024) project 46.5 18.9
costs
Escalation (4.5%) 23.1 20.5 18.6 20.1
FY2015-24 Plan $613.4 $544.0 $433.1 $464.3
The total need of $1.59 billion for state-of-good-repair projects includes an estimated $544.0
million for capital renewal, which represents the amount needed over the next ten years to
maintain facilities in a state-of-good-repair, as projected in the FRRM database. This plan shows
an existing backlog for deferred maintenance of $613.4 million, with another $433.1 million for
other one-time expenses. Investments for seismic repairs may or may not be required during the
ten-year period; as such, the $464.3 million cost of seismic work is not included in the total need,
but is shown separately.
The plan projects total sources of $1.14 billion will be available during the ten-year period, of
which the Port will use $669.5 million to fund state-of-good-repair and $471.3 million to fund
capital enhancement projects (including seismic work). At the end of the ten-year period, thePort will reduce its state-of-good-repair needs by 42 percent, from $1.59 billion to $921.0
million and its conditional seismic needs from $464.3 million to $385.8 million.
Ina departure from previous plans, this plan separates internally- and externally-generated
sources into separate discussions. Internally-generated funding sources include (1) Port capital
funds, (2) Port revenue bonds, and (3) tenant obligations. Together, these sources are projected
to generate $419.3 million over the next ten years, of which the Port will apply $384.0 million
(or 92 percent) to state-of-good-repair projects and $35.8 million (or 8 percent) to capital
enhancement projects.
Internally-Generated Funding Sources Repair Enhancement Total
($ millions) ($ millions) ($ millions)
Port Capital Budget $130.5 $15.7 $146.2
Port Revenue Bonds & COPs 11 19.5 30.6
Port Tenant Improvements 242.4 0.0 242.4
Total $384.0 $35.3 $419.3
Externally generated sources include (1) development projects, (2) general obligation bonds, and
(3) grants. This plan projects these sources to generate $721.5 million, of which the Port will
apply $285.6 million (or 40 percent) to state-of-good-repair projects and $436.0 million (or 60
percent) to enhancement projects (including $78.5 million in seismic work).
Externally-Generated Funding Sources Repair Enhancement Total
($ millions) ($ millions) ($ millions)
General Obligation Park Bonds $5.5 $67.9 $73.4
Federal, State & Local_Grants 36.8 124.9 161.7
Development Projects 243.2 243.2 486.4
Total $285.6 $436.0 $721.5
The legislative program remains as vibrant as ever. In 2013, Port staff worked with the Office of
Economic and Workforce Development (OEWD) and Assemblymember Phil Ting to win
passage of AB 1276 to guide development at Piers 30-32. In anticipation of submitting major
development project term sheets for SWL 337 and Pier 48 and the Pier 70 Waterfront Site, Port
staff worked with the City Administrator’s Capital Planning Committee (Capital Planning
Committee) and the Board of Supervisors to adopt City guidelines for the use of Infrastructure
Financing District tax increment to improve Port property. Port staff also collaborated with West
Coast ports and Senator Barbara Boxer to include provisions in the pending Water Resources
Development Act of 2014 which may provide for badly needed federal assistance with the Port’s
berth dredging program.
The Port’s Ten-Year Capital Plan continues to evolve since its inception eight years ago. The
Port has used the information that the plan generates to develop and implement its legislative and
financing strategies to redevelop the City’s waterfront, fulfill its public trust mission, and guide
the stewardship of its extensive assets.
Since the first plan in 2006, the Port has used this document to guide a total in investment of
nearly $196 million in non-developer funding. Still, a persistent gap remains between the Port’s
available resources and ever growing need. It is a clear challenge, but one the Port has
3demonstrated it has the fortitude as an institution to meet. While the plan is a forward looking
document, it is our history of continual improvement that has generated opportunity for growth,
and leveraged even greater opportunity. It provides a solid framework and confidence-building,
holistic view of the Port to interested constituents, as well as to general audiences.IL INTRODUCTION
This report presents the Port of San Francisco’s Ten-Year Capital Plan for Fiscal Year 2015 —
2024 (FY2015-24). The Ten-Year Capital Plan (Capital Plan) is updated annually and provides
the public with reporting on the Port’s capital strategy, including a comprehensive inventory of
the Port’s facilities, current conditions and capital needs, and available and projected capital
resources over the next ten years. It is an important reference document that supports and guides
capital expenditure and investment decisions by the Port Commission and staff, and also is
included as a chapter of the Ten-Year Capital Plan of the City and County of San Francisco,
which is updated biennially.
The Port produced the first ten-year outlook of its capital needs in 2006. That achievement was
significant because it provided a complete inventory of the Port’s facilities, which span 7% miles
of waterfront stretching from Fisherman’s Wharf to India Basin in Bayview-Hunters Point,
including piers, wharves, roadways and upland properties along San Francisco Bay. The Port
undertook a laborious process of characterizing the general condition of each of its facilities in a
newly defined capital portfolio, including generation of estimates for needed capital repair,
proposed enhancements and seismic upgrades. This, together with a reporting of various
existing and projected sources of funding, enabled the public to understand for the first time the
magnitude of the Port’s capital needs, as well as the limited resources available to address them.
As reflected then and in this current update, existing and projected funding continues to fall
short; the FY2015-24 plan identifies funding to address approximately 42 percent of the needed
investment in “state-of-good-repair” work to maintain facilities over the next ten years.
As a routine matter, each year the Port staff has updated the Capital Plan to incorporate new
information learned over the previous year and improve the Port’s overall estimation of the
condition of its capital assets. Over time, an increasingly valuable aspect of the capital planning
process has been the review of emerging challenges and opportunities, and the public discourse
around the values that guide capital decision-making at the Port of San Francisco.
The appeal of the San Francisco waterfront to the public is broad and varied, and creates a
thicket of competing demands that sometimes are in conflict. In response to a 1990 voter-
approved initiative (Proposition H), the Port Commission adopted the Waterfront Land Use Plan
in 1997 —the Port Commission’s principle planning document — which provides a framework to
reconcile competing waterfront interests including public trust, maritime, public access, historic
preservation, urban design, environmental, economic, and community values.
Because the Waterfront Land Use Plan is reviewed only every five years, the annual update of
the Capital Plan has grown to reflect more frequent changes to the policy landscape. The Capital
Plan, like the Port’s two-year operating and capital budgets, is subject to cost estimate revisions,
changes in City reporting conventions, and new capital needs that are often defined by changes
in uses of Port property. While this year’s Capital Plan reflects the Port’s priorities for capital
spending, each iteration reflects changes in both estimated need and available funding. The
Capital Plan is also a repository for the changing financial tools and policy approaches Port staff
is pursuing to revitalize the waterfront. Eventually, Port staff will need to reflect these new tools
and their public policy implications in future updates to the Port’s Waterfront Land Use Plan.
5Il. STRATEGIC OUTLOOK AND CONTINUING CHALLENGES
This year’s plan reflects improvement in the Port’s ability to address its capital needs over the
next ten years. While the overall need is still substantial, some of the strategies the Port has put
in place are beginning to yield results. A review of highlights from 2013 illustrates the Port’s
progress: the Exploratorium opened at Pier 15; the 34" America’s Cup regattas were held on the
San Francisco Bay; the Port completed major waterfront parks and shoreline improvements in
Fisherman’s Wharf, South Beach, Mission Bay, and Bayview Hunters Point; and Turner
Construction began construction of the James R. Herman Cruise Terminal and Northeast Wharf
Plaza at Pier 27. These and other accomplishments were all a part of the celebration of the Port’s
150" anniversary.
The Port’s facilities are beautiful and iconic, but aging. The Port has historically relied on
private investment and long-term master leasing to provide resources for new construction and
major rehabilitation of its facilities. The Port’s Waterfront Land Use Plan explicitly
acknowledges this strategy by establishing the process by which the Port selects and partners
with private developers. These public-private partnerships pursue mixed use development in
designated areas of the waterfront, primarily using private equity and historic tax credits (where
applicable). As indicated in prior capital plans, the Port staff has found this approach, on its
own, is insufficient, and that additional tools are necessary for the Port to make real progress in
its transition from its industrial past to a modern Port and City waterfront.
Increasingly, the Port relies on coordination with other public agencies at the federal, state, and
local levels to fund major waterfront improvements. In 2013, the Capital Planning Committee
recommended, and the Board of Supervisors formally adopted, guidelines for the use of
Infrastructure Financing District (IFD) tax increment proceeds in association with major Port
development projects, formalizing City policy as to how this powerful funding tool can be used
along the waterfront. The Board of Supervisors also unanimously endorsed term sheets for
master plan developments at Seawall Lot 337 & Pier 48 and at the Pier 70 Waterfront Site, as
well as a conceptual framework for funding pier improvements to support the Golden State
Warriors’ proposed Multi-Purpose Event Venue at Piers 30-32. The use of IFD tax increment
proceeds both addresses the Port’s existing backlog at these sites, and builds the accompanying
enhancements that make these new developments possible. The size and complexity of these
new development proposals garnered a significant level of public attention throughout much of
2013.
As the Port’s efforts and accomplishments in 2013 demonstrate, the choices necessary to make
future waterfront improvements are receiving greater public scrutiny and therefore require a
broader public discussion. Layered onto the Port’s complicated regulatory framework, this
greater level of scrutiny promotes more public involvement but also increases the uncertainty
associated with development proposals.
In the past three years, the Port has seen a dramatic uptick in capital investment, with
approximately $138 million expended for a variety of projects that have advanced the Port’s
maritime commerce mission, engaged people at the waterfront, and made substantial progress
toward reducing the Port’s capital backlog. Much of the Port’s own investment over the past twoyears was driven by the City’s commitment to host the 34" America’s Cup, which required
targeted investments delivered by the Port and its contractors at Piers 30-32 and Piers 19, 19%,
23, 29 and 29% to make these facilities safe for event participants and spectators. These
included major reconstruction of the Pier 19 south apron, which now serves as dedicated open
space, new power distribution in the Pier 23 shed, substantial substructure repair to Piers 27 and
29, ceiling truss repairs in the Pier 29 shed, and rehabilitation of structural elements at the
marginal wharf underneath the Embarcadero at Piers 30-32. These investments have positioned
the suite of northern waterfront facilities as desirable structures for reuse in a potential 35"
America’s Cup and has set them apart as the location of the Port’s next likely reuse and
rehabilitation.
These experiences have yielded important insights for future Port capital planning:
« As demonstrated by the James R. Herman Cruise Terminal and the rebuild of Pier 29
after a fire, the City has the expertise and capacity to direct major new investment within
a very short timeframe;
¢ Port Maintenance staff are the Port’s most cost-efficient and effective means of
rebuilding most Port aprons and bringing Pier sheds into code compliance;
¢ The Port excels at designing and building public parks and managing historic
rehabilitation improvement projects; and
* ¢ JInorder to deliver major waterfront improvements, the Port requires a comprehensive
strategy to obtain entitlements and regulatory approvals, particularly for in-water
construction.
Pursuant to direction from the Port Commission, this year’s plan continues progress made in
recent years to expand and stabilize capital funding from the Port’s operating budget. Port staff
has also continued to refine the capital project scoring process, with an inter-divisional focus on
project readiness and financial outcomes.
Capital Project Investment Priorities
The projects and investments prioritized in this plan are guided by criteria the Port Commission
believes respond to basic public safety and environmental needs, optimize resources that address
the Port Commission’s fiduciary responsibilities, and strike a balance among diverse public
interests. Port staff used the following criteria to set investment priorities:
« Basic repairs and improvements to existing facilities that support continued leasing and
revenue generation;
Infrastructure improvements, including seawall, substructure, and utility repairs that
respond to the shared objectives of protecting public safety, improving environmental
quality, and responsible stewardship of historic resources along the waterfront;¢ Improvements to retain and support San Francisco’s diverse maritime and industrial
tenants;
« Investments in waterfront parks and public open space that meet public trust needs and
acknowledge the increasing role of Port lands in addressing City economic and quality-
of-life objectives; and
¢ Strategic waterfront development that leverages private investment to support City
policies and transform the waterfront, while reducing the Port's capital liability and
enhancing land value.
Continuing Challenges and Opportunities
In addition to the investments needed to maintain facilities in a state-of-good-repair, there are
other issues that may pose significant challenges in the future. The most immediate concerns,
and implications for this and future capital plans, are described below.
The Seawall, Tidal Flooding and Sea Level Rise. The seawall and adjoining marginal wharf!
that run along The Embarcadero from Fisherman’s Wharf southwest to Mission Bay constitute
the City’s primary flood control system along the Bay waterfront. Collectively, these
interconnected structures form the essential foundation of The Embarcadero Promenade. Built
in segments from 1876 to 1929, the Seawall was and still is a major engineering achievement,
established through the creation of a reinforced rock dyke, supported by concrete and wooden
piles. The Port has maintained ongoing efforts to repair the seawall, which is a contributing
historic resource in the Embarcadero National Register Historic District.
These structures continue to function as originally designed. However, recent and planned Port
construction projects, including the Pier 43% Bay Trail Promenade and Brannan Street Wharf
projects, have uncovered aged and damaged elements of the Seawall, which supplement the
growing repair demands associated with maintaining the marginal wharf. Increasing concern
among state policymakers, including the California State Lands Commission, the San Francisco
Bay Conservation and Development Commission (BCDC) and the Joint Policy Committee,” in
addition to knowledge gained through flood risk and sea level rise studies the Port has conducted
or has underway, elevate the urgency of developing a City strategy.
' The marginal wharf, or bulkhead wharf, is a piled structure built parallel to the waterfront along the top of the
seawall with the purpose of extending a deck over the water to provide berthing for ships along the seawall and as a
connection point for the finger piers, which in many cases were built later. The marginal wharf was built in twenty
one sections and varies in width and construction, the newer sections being constructed of concrete. The marginal
wharf also supports the bulkhead buildings along The Embarcadero.
2 The Joint Policy Committee is a forum where the three major regional policy entities, which include BCDC, the
Metropolitan Transportation Commission and the Association of Bay Area Governments, resolve competing policy
objectives in order to provide unified policy guidance to Bay Area local governments, The Joint Policy Committee
has been charged by the three agencies with further analysis and public policy guidance to local governments that
are exposed to risks of sea level rise.Port staff have begun the process of consulting with the City’s Capital Planning Committee, the
Mayor’s Office and the Board of Supervisors regarding a long-range analysis of the condition of
the seawall and marginal wharf, their capacity to withstand seismic events, how these structures
and the Port’s historic finger piers should be improved to withstand future flood risk from sea
level rise, and what guidance the City should give to its major development partners in planning
for sea level rise. In 2014, the Port is working with the Capital Planning Committee, BCDC and
the Dutch Knowledge for Climate Program to examine sea level rise adaptation strategies in the
Mission Creek area — one of the lowest-lying areas in the City.
Asan initiating step at the federal level, in December of 2012, the Port made an official request
of the United States Army Corps of Engineers for assistance in studying the condition of San
Francisco’s seawall. This request, made pursuant to the River and Harbor Act of 1960, as
amended, Continuing Authorities Program Sections 103 and 205, will provide the basis for a
construction improvement project addressing both structural stability and future sea level rise.
The long-range improvements to the City’s seawall and marginal wharf require considerable
local matching, and will require a coordinated local, state and federal strategy that will need to be
reflected in future updates of the Port’s Capital Plan. The two-year capital budget allocates
$500,000 as the Port’s contribution to this multi-agency study. Specifics of these strategies are
discussed in the Plan of Finance chapter of this document under the United States Army Corps of
Engineers header.
Port-BCDC Planning Studies. In March 2012, BCDC adopted amendments to its San
Francisco Waterfront Special Area Plan (SAP) and approved a major permit for the construction
of the James R. Herman Cruise Terminal and Northeast Wharf Plaza at Pier 27. The BCDC
approval includes off-site public access requirements at Piers 19 and 23 in addition to Piers 27-
29. In addition, the BCDC approvals require the Port and BCDC to conduct a public process to
identify new public benefits that would satisfactorily replace those previously required in the
SAP that were precluded by the Pier 27 project (the “Port-BCDC Planning Studies”). These
public benefits include a location for a new “Open Water Basin,” an expanse of open Bay water
that would be preserved permanently for public viewing and appreciation of the Bay and public
access from the land and water. The creation of Open Water Basins often involve demolition of
piers and thus BCDC requires the Port to conduct a survey of its historic piers to assess their
condition and costs of rehabilitation which will be considered in evaluating different Open Water
Basin options.
The BCDC studies also contemplate future revisions to eliminate the Replacement Fill or “50
Percent Rule” Policy within Fisherman’s Wharf, which currently complicates seismic and
substructure repairs of Port and leased tenant facilities. This policy requires the Port to define a
location in Fisherman’s Wharf for the creation of a new public plaza and Open Water Basin.
In 2013, Port and BCDC staff formed a public working group consisting of a broad array of
waterfront constituencies (Port-BCDC Working Group) and facilitated by staff from San
Francisco Planning and Urban Research (SPUR). As of this writing, the joint BCDC-Port public
planning effort has nearly concluded and the Port-BCDC Working Group is nearly ready to
publish its findings and recommendations. Port and BCDC staff will present the Working
Group’s findings and recommendations to the Port Commission and BCDC in Spring of 2014.‘The public benefits adopted by the Port Commission and BCDC and strategies to pay for these
public benefits will be incorporated into future capital plan updates.
At-Risk Facilities. The Engineering Division regularly conducts inspections of all Port facilities
and records and categorizes the condition of more than 350 structures, including piers, wharves,
and buildings. Based on the structural condition of the facilities, the division makes
recommendations for occupancy loads, load restrictions, barricades, and warning signs. The
inspection findings are also used to document maintenance and repair needs.
In 2013, the Engineering Division updated the Port Commission on the status of facilities that are
load-restricted (yellow-tagged) or fully restricted (red-tagged), based on the Facility Assessment
Program.’ Yellow-tagging and red-tagging are engineering risk management strategies designed
to protect the public, Port tenants and Port staff. Red-tagging involves closure of a facility for
use and occupancy until safe occupancy can be restored.
The Engineering Division report listed 26 facilities that are currently yellow-tagged, but that
have a functional life span of at least ten years and can continue to operate without making
repairs (although load restrictions would still apply). The report identified an additional nine
yellow-tagged facilities that are at risk of being red-tagged if repairs are not made in the near
term. The red-tagging and closure of some of these facilities could have an impact on the Port’s
operating revenues, which in turn would impact the ability to fund other capital improvements.
The port has added additional pile driver to increase the capacity of the Maintenance Division to
address critical repairs. Plans for addressing the nine at-risk yellow-tagged facilities are as
follows:
3 “Informational Presentation on the Port’s Load Restricted (Yellow with Green Hatching-Tagged) and Fully
Restricted (Red-Tagged) Facilities,” February 7, 2013.
10Facility
Remediation Plan
Wharf J9 Seawall in Fisherman’s Wharf
Design work in progress; Maintenance Division pile
driving crew will undertake repairs
Pier 43% Seawall and Wharf between
Franciscan Restaurant and Pier 45
Design work in progress; Maintenance Division pile
driving crew will undertake repairs
Pier 35 Substructure including South Apron
Design work in progress; project being contracted out
Pier 29 Substructure including North Apron
Critical repairs were made in advance of the 34"
America’s Cup; additional repairs will depend on
future leasing and/or reuse plans
Pier % Marginal Wharf
Maintain current use (motorcycle parking), monitor;
incorporate additional repairs into future ferry
terminal expansion project
Agriculture Building East and South Aprons
Maintain current load restrictions; incorporate
additional repairs into future ferry terminal expansion
project
Pier 2 Superstructure and Substructure
Demolition of the building housing Sinbad’s
restaurant scheduled (pursuant to BCDC permit
requirement); remaining substructure will be load-
restricted
Pier 54 Substructure
None
Pier 92 Apron (portions red-tagged)
Maintenance Division pile driving crew will
undertake repairs
The Engineering Division will continue to monitor these facilities and impose further restrictions
as necessary until repairs are made. Consistent with the Port Commission’s investment criteria,
revenue-generating yellow-tagged facilities will continue to receive priority in future capital
planning and allocation decisions. ,
The report listed 14 facilities as red-tagged. While there are no revenues generated by red-
tagged assets, nevertheless they pose a risk of failing and triggering an emergency repair or
demolition, and possible closure of an adjoining green or yellow-tagged facility. In some cases,
red-tagged facilities may impair the Port’s ability to utilize an adjacent green or yellow-tagged
facility to greater potential by restricting access (especially fire egress). While some of the red-
tagged facilities may never be repaired, others may still be brought back into productive use with
sufficient capital investment. The Capital Plan reflects efforts to address three of the 14 red-
tagged facilities:Facility Remediation Plan
Pier 31 Planned roof and structural repairs will allow shed to
be occupied with funding identified in the FY2014-
15 Capital Budget
Pier 38 A private development partner has been selected who
will refurbish bulkhead and portion of adjoining
shed; possible phase two refurbishment may be added
to address remainder of shed and north and south
aprons (including seismic strengthening of shed and
substructure)
Pier 19 North Apron Pursuant to a BCDC requirement, this apron will be
rebuilt within five years with funding identified in the
FY2014-15 Capital Budget
As part of the Facility Assessment Program, the Engineering Division will continue to monitor
red-tagged facilities to preclude the possibility of a significant collapse without warning. Repairs
to additional red-tagged facilities will be funded in future capital plans as revenue sources are
identified.
Under Pier Utility Infrastructure. In response to a 2010 Notice-of-Violation issued by the
Regional Water Quality Control Board as a result of a water leak at Pier 15, the Port instituted an
under pier utility inspection and response program. The objectives of the program are to: qd)
ensure that all under pier water and sewer utilities are inspected annually (consistent with the
Port’s permit requirements); (2) identify active leaks or highly vulnerable conditions that could
lead to pipe failure; and (3) take corrective action to stop leaks and prevent failures which could
result in an illegal discharge into the Bay.
The Port’s Maintenance Division created a scorecard to record observations and assess
conditions based on visual inspections. The division has documented a response protocol that
will be followed to address the findings from inspections. Work orders will be generated to
address detected leaks or critical conditions that pose an immediate threat to water and sewer
infrastructure. Non-critical conditions will be documented and scheduled for follow-up
inspections on an annual basis. The Maintenance Division initiated inspections of all piers in
2013. Funding in the amount of $250,000 annually for the inspection and response program is
included in the two-year Capital Budget, and anticipated to continue throughout the entire period
of the Ten-Year Capital Plan. Larger repairs (such as completely replacing water and sewer
lines) are beyond the scope of the inspection and response program. Instead, those needs will be
incorporated into larger plans for pier improvements, such as the development projects described
elsewhere in this report.
Southern Waterfront Revitalization. The Port continues land use planning and maritime
market outreach to update plans for improving Piers 80 to 96, including the Piers 90-94
Backlands in the Southern Waterfront. Much of this area is underutilized and represents a major
opportunity for increased maritime commerce and complementary industrial uses. This is the
remaining primary area within City and Port jurisdiction that can support the unique operational
and transportation access requirements of maritime commerce public trust uses.
12A recent economic benefits study highlights the value of maintaining and expanding industrial
uses on Port property. The report’ estimated that Port industrial and maritime tenants generated
over $785 million in annual economic activity in San Francisco, and employed roughly 2,400
workers (2011 data). The report also noted the policy benefits that accrue to the City from the
Port’s industrial and maritime property, including: retention of targeted production, distribution,
and repair (PDR) jubs; a concentration of potential incubator space for fast-growing “creative
industries” and innovative business ventures; and positive environmental outcomes from
‘businesses operating in close proximity to their customers. Additionally, the report found that
wages in industrial jobs such as those located on Port property were, on average, 24 percent
higher than retail and personal services jobs in San Francisco. Operational benefits to the Port
include diversification of the real estate portfolio (which helps manage risk) and uses that are
consistent with the Public Trust Doctrine.
In 2011, the Federal Railroad Administration (FRA) awarded the Port a $3 million grant for
signaling and freight rail track upgrades to the Quint Street Lead, a one-mile stretch of track that
connects the Caltrain main line to the Port of San Francisco Rail Yard on Cargo Way. The Port
is focused on enhancing freight rail access to and from San Francisco to reduce freight truck trips
on regional highways and city streets. Freight rail is also an important element of the City’s
emergency response plan to serve city evacuation and clean-up requirements in the aftermath of
a disaster.
Given the size and location of the Port’s Southern Waterfront assets (including unimproved land
and underutilized piers), Port staff have investigated a number of potential uses for this area,
including, for example, storage of Caltrain commuter rail cars, a private asphalt batching plant to
supply City paving projects, construction laydown space, and loading of iron ore for export.
There have been expressions of interest for these and other uses, but significant improvement