APPROVAL OF MINUTES

April 24, 2007, Regular Meeting

On motion by Commissioner Wolfe, seconded by Commissioner Baker, and carried unanimously, the Port of Vancouver USA Board of Commissioners approved the minutes of the April 24, 2007, regular meeting.

April 24, 2007, Special Meeting

On motion by Commissioner Miller, seconded by Commissioner Wolfe, and carried unanimously, the Port of Vancouver USA Board of Commissioners approved the minutes of the April 24, 2007, special meeting.

OPEN FORUM

Marvin Seriun, US Navy retired Captain, shared he attended the April 24th VIP tour where Deputy Executive Director Coleman gave an in-depth presentation followed by a bus tour. He stated the tour was a great opportunity to learn what Vancouver has to offer in terms of a port. He indicated a lot is going on and staff did a wonderful job orchestrating the tour. He encouraged everyone to take the tour. Commissioner Miller thanked Captain Seriun for his comments and invited the community to contact the Port if interested in a tour.

Jale Hansen indicated she is very proud of what the Port and staff have done for the community. She encouraged community members to talk with staff about the Port and what it is doing for the City of Vancouver.

Commission President Miller invited other comments from the audience. There were no other comments at this time.

ACTION ITEMS

Authorization for the Executive Director to execute the Land Exchange Agreement between Boise and the Port of Vancouver USA

Facilities Director Shuck presented the staff report, as contained in the agenda packet, and discussed the proposal with the Commissioners. He indicated this Action Item and Action Item E-2 are connected and pertain to the Port's Schedule 1 rail project. Both agreements have been in process for over 1½ years and this project is an important opportunity for the Port.

The Land Exchange Agreement is a covenant between the Port of Vancouver and Boise for the purposes of exchanging portions of real properties for mutual benefit of both parties. The Land Exchange Agreement conveys approximately 2.90 acres of property located on the east edge of the existing Boise Mill site that Boise currently has under lease from the Port, and conveys it from the Port to Boise. At closing, the Port's existing lease with Boise will be amended to reflect the reduced area. It also conveys to the Port approximately 3.60 acres of Boise property in two separate parcels to accommodate the Port right-of-way for the West Vancouver Freight Access Project.

The Land Exchange Agreement grants the Port the plume easement, extending perpetual exclusive rights for railroad purposes across the three separate parcels that makes up the plume easement area which totals .303 acres owned by Boise. The Land Exchange Agreement also grants Boise an amended Columbia Street access easement and a temporary construction access easement along Seventh Street. The Port does have the ability to relocate the easements if roadway alignments were to change in the future.

Following discussions regarding property value, Commissioner Miller shared comments from past conversations. He noted even though the amount of property is different, the exchange will be approximately equal in dollar value.

The Port's rail alignment, also known as the replacement improvements, takes the place of BNSF's active rail line which extends to provide service to Lafarge North America and Albina Fuel. In order for this property to be quit claimed to Boise and the ownership to transfer, the Port needs to construct its new rail access piece and provide service to Albina and Lafarge with an outside completion date of July 1, 2008. If this does not occur, there is a requirement in the Land Exchange Agreement (Action Item E-2) that requires the Port to construct alternative improvements.

Commissioner Wolfe stated some of the exhibits to the Land Exchange Agreement (Action Item E-2) include lease amendments that require signatures of Port officials. Director Shuck reported these are part of the closing process and will be back before the Commission at a later time. Attorney Alicia Lowe indicated there will not likely be any changes to the attachments. The attachments serve as agreement exhibits and will require future action by the Commission.

After extensive discussions, Director Shuck requested the Commission to authorize the Executive Director to execute the Land Exchange Agreement between Boise and the Port of Vancouver. He added action taken on this item does also require authorization of Action Item E-2.

On motion by Commissioner Baker, seconded by Commissioner Wolfe, and carried unanimously, the Port of Vancouver USA Board of Commissioners authorized the Executive Director to execute the Land Exchange Agreement between Boise and the Port of Vancouver, USA.

Authorization for the Executive Director to execute the Exchange Agreement between BNSF/Boise/Port of Vancouver USA

Facilities Director Shuck presented the staff report, as contained in the agenda packet, and discussed the proposal with the Commissioners. Once again, he indicated this Action Item and Action Item E-1 previously discussed are connected and pertain to the Port's Schedule 1 rail project.

The Exchange Agreement is the three-party agreement with BNSF Railway Company, Boise, and the Port of Vancouver. This agreement is for purposes of exchanging portions of real properties for the mutual benefit of the parties and to continue rail service to Lafarge North America and Albina.

The Exchange Agreement describes conveyance of the Boise property to the Port and conveyance of the Port property to Boise. It also details the conveyance of the BNSF property to Boise. BNSF will continue to service Lafarge and Albina on a portion of the existing BNSF tracks located on the BNSF retained property until July 1, 2008.

Following a question from Commissioner Wolfe regarding the Agreed Order identified as Exhibit "L" to the Agreement, Environmental Services Director Boyden stated the Exchange Agreement acknowledges the Boise Property conveyance to the Port, which is under an Agreed Order with Department of Ecology.

Director Shuck further indicated the Exchange Agreement and Land Exchange Agreement allow the Port to develop its rail project without having to exercise its right of eminent domain which not only offers the Port savings of time and dollars, it also provides some environmental assurances.

Port's counsel Alicia Lowe indicated these documents reflect the agreement and deal points on today's discussions.

Commissioner Wolfe commented on Boise's disclosure schedule, Exhibit "Q" being blank. Attorney Lowe stated if there were any exceptions to what Boise warranted it would be listed on the disclosure schedule. At this time, no party has listed anything. She further indicated prior to closing, parties must disclose anything known.

Commissioner Miller added the property the Port is giving up is not used by or near the Quay. The property is Port owned and was under the Boise plant which has been torn down. This exchange provides benefit to the Port, BNSF, Boise, the City and Gramor. He further mentioned with this transaction, the Port can build its rail and improve access to the Port, not only for Gateway but other areas the Port is expanding into. It will also allow current customers currently unable to increase their rail due to rails being full.

Commissioner Miller asked about the temporary occupancy agreement identified as Exhibit "P" to the Agreement. Director Shuck explained in order for the Port to do the work for Schedule 1, BNSF requires the Port to have access, as part of its construction of the replacement improvements, into BNSF mainline right-of-way area. The construction or rehabilitation of track form is another BNSF document that needs executed with BNSF in order to do the work in the mainline corridor. This is a requirement BNSF has of any contract or any person who enters that space.

Commissioner Miller clarified with Attorney Lowe that the exhibits have been negotiated by the three parties and by authorizing the Exchange Agreements today, the Commission is not authorizing each exhibit. Executive Director Paulson indicated the Agreement with exhibits is a package and if the Commission authorizes Action Item E-2, it recognizes the Agreement attachments in the current form which will come back separately before the Commission for approval in the future. Attorney Lowe further commented any change to the exhibits would potentially be a breach of the agreement.

Commissioner Baker expressed her confidence in moving forward and trusts the Port's legal advice and staff. This is not only beneficial to the Port it is also very beneficial to Boise. Boise will have a larger piece of property it can develop and BNSF's rail will be moved out of the middle. These improvements will also help the region's entire rail system. She also indicated the Port has worked very hard with private property owners to minimize effects in putting rail through their property. Commissioner Miller thanked Commissioner Baker for her participation with property owners regarding the transfer of parcel property.

Executive Director Paulson added both documents were very challenging and this has not been an easy task. He commended Deputy Executive Director Coleman and Directors' Shuck, Boyden, Smith, Jacobs, and staff who participated.

On motion by Commissioner Miller, seconded by Commissioner Baker, and carried unanimously, the Port of Vancouver USA Board of Commissioners authorized the Executive Director to execute the Exchange Agreement between BNSF/Boise/Port of Vancouver, USA

Authorization for the Executive Director to approve and sign an Interlocal Agreement between Port of Vancouver and Department of Ecology

Environmental Services Director Boyden presented the staff report, as contained in the agenda packet, and discussed the proposal with the Commissioners. She explained the Port will request a significant amount of participation from the Department of Ecology for its rail access project and Columbia Gateway.

The objective of the Interlocal Agreement is to expedite the review process with Ecology to help meet the Port's timeline for the rail access projects for Schedules 2 through 4 and also for Columbia Gateway. This is somewhat of a new initiative and the Department of Ecology requests applicants of larger projects have this cost sharing agreement. The agreement is not to exceed $101,250.00 and is for a two-year period ending March 30, 2009.

Commissioner Miller sought clarification on the amount the Port has already budgeted for in 2007. Director Boyden indicated the agreement does not exceed $101,250.00 through March 2009 and it is expected this total amount will not be spent this year but will carry over to future budget years.

Commissioner Miller expressed his objections to paying for these types of positions. His objections are based on principle and not on getting the work done. Commissioner Wolfe echoed Commissioner Miller's comments. Executive Director Paulson indicated directors and staff share the same frustration.

Commissioner Miller indicated Governor Gregoire will be in town next week for a small business forum and hopes someone from staff will attend and let the Governor know the Port's concerns.

On motion by Commissioner Wolfe, seconded by Commissioner Baker, and carried (2-1, with Commissioner Miller voted negatively ), the Port of Vancouver USA Board of Commissioners authorized the Executive Director to approve and sign the Interlocal Agreement No. C007025 between the Port of Vancouver and Department of Ecology for the amount not to exceed 101,250.00 ending March 30, 2009.

UNFINISHED BUSINESS

Vision Transportation Corridors

Commissioner Miller explained at the last board meeting, he had a brief discussion on the progress of the Corridors Committee in identifying corridors. The Regional Transportation Council started this committee to determine where transportation corridors will be needed when 1 million people are in Clark County. Currently there are a little over 400,000.

After an extended discussion surrounding the community's transportation corridors, Commissioner Miller announced the next step will be to identify what corridors need to be built and come up with resources.

No additional action required.

NEW BUSINESS

There was no new business to come before the Commission at this meeting.

ACCOUNTS PAYABLE
Following discussion with staff, on motion by Commissioner Baker, seconded by Commissioner Wolfe, and carried unanimously, the Port of Vancouver USA Board of Commissioners ratified and approved payment of April 2007 Vouchers 024141 - 024694 in the amount of $3,034,458.40 and April 2007 Payroll Checks 04507 - 04533 and Direct Deposits 16465 - 16581 in the amount of $213,045.54.

EXECUTIVE DIRECTOR AND STAFF REPORTS

Executive Director Paulson indicated the Commission is once again getting weekly activity reports. He would like to mention the following events:

Two-Alarm Fire

Operations Manager Mike Schiller updated the Commission on the two-alarm fire which occurred in the large A-frame. Mr. Schiller mentioned there were three important and positive key take-a ways from the Port's response: 1) Environmental response; 2) overall staff focus on life and safety; and 3) communication within Port staff, tenants and other responding on-site agencies.

Executive Director Paulson thanked staff for its quick response, organization and follow up.

Trip to Asia

Executive Director Paulson reported on his and Director Smith's trip to Asia. They visited customers in Seoul Korea and the visit was well received. Director Smith does a very nice job keeping in touch with customers. The customers like the Port's emphasis in break bulk and its continued effort to deal in a niche that is important to the west coast shipping industry. There was also an opportunity to visit with customers in Shanghai, China and attendance at an auto logistic conference.

Fruit Valley Tours

Director Boyden reported a commissioner was present for both tours. The tours started at the Fruit Valley Community Center where staff met with neighbors to talk about the TCE project. Staff brought them out into the neighborhood to show the clean up system and how samples are taken.

SB 5108

The Governor was in town last Thursday afternoon and Executive Director Paulson had the opportunity to talk with her regarding SB 5108. The Port's concerns were shared about the channel deepening project and the effects Section 6 of the bill would have on the project. The Port is also working with the Corps of Engineers to try and find a solution for the family in Cowlitz County.

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COMMISSIONER REPORTS