January 11, 2017

VENTURA PORT DISTRICT
BOARD OF PORT COMMISSIONERS
Jim Friedman, Chairman
Everard Ashworth, Vice Chairman
Bruce E. Smith, Commissioner
Nikos Valance, Commissioner
Brian Brennan, Commissioner
Oscar Peña, General Manager
Timothy Gosney, Legal Counsel
Jessica Rauch, Clerk of the Board
PORT COMMISSION AGENDA
REGULAR MEETING
JANUARY 11, 2017 AT 7:00PM
VENTURA PORT DISTRICT OFFICE
1603 ANCHORS WAY DRIVE, VENTURA, CA
A Closed Session of the Board will be held at 5:30PM at the
Port District Office located at 1603 Anchors Way Drive, Ventura, CA,
to discuss the items on the Attachment to AgendaClosed
Session Conference with Legal Counsel.
The Board will convene in Open Session at the Port District Office
located at 1603 Anchors Way Drive for its Regular Meeting at 7:00PM.
ADMINISTRATIVE AGENDA:
CALL TO ORDER: By Chair Jim Friedman.
PLEDGE OF ALLEGIANCE: By Chair Jim Friedman.
ROLL CALL: By the Clerk of the Board.
ELECTION OF OFFICERS
Pursuant to the Harbors and Navigation Code 6241.1 and 6248, the Board shall select a Chairman, Vice
Chairman and Secretary.
ADOPTION OF AGENDA (3 minutes)
Consider and approve, by majority vote, minor revisions to agenda items and/or attachments and any
item added to, or removed/continued from the Port Commission’s agenda. Administrative Reports relating
to this agenda and materials related to an item on this agenda submitted after distribution of the agenda
packet are available for public review at the Port District’s office located at 1603 Anchors Way Drive,
Ventura, CA during business hours as well as on the District’s website – www.venturaharbor.com (Public
Notices). Each item on the agenda shall be deemed to include action by an appropriate motion, resolution
or ordinance to take action on any item.
APPROVAL OF MINUTES (3 minutes)
The Minutes of the December 7, 2016 Regular Meeting will be considered for approval.
PUBLIC COMMUNICATIONS (3 minutes)
The Public Communications period is set aside to allow public testimony on items not on today’s agenda.
Each person may address the Commission for up to three minutes or at the discretion of the Chair.
CLOSED SESSION REPORT (3 minutes)
Closed Sessions are not open to the public pursuant to the Brown Act. Any reportable actions taken by
the Commission during Closed Session will be announced at this time.
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Ventura Port District – Regular Meeting Agenda
January 11, 2017
BOARD COMMUNICATIONS (5 minutes)
Port Commissioner’s may present brief reports on port issues, such as seminars, meetings and literature
that would be of interest to the public and/or Commission, as a whole. Port Commissioner’s must provide
a brief summary and disclose any discussions he or she may have had with any Port District Tenants
related to Port District business.
STAFF COMMUNICATIONS (5 minutes)
Ventura Port District Staff will update the Commission on important topics if needed.
LEGAL COUNSEL REPORT (5 minutes)
At this time the Port Commission will adjourn and convene as the
Board of Directors of the Ventura Port District Public Facilities Corporation
Board of Directors of the Ventura Port District
Public Facilities Corporation
AGENDA
I. Call to Order the Annual Meeting of the Ventura Port District Public Facilities Corporation
A. Election of Officers: President, Vice President, Secretary
B. Ratify the Minutes of the Meeting held January 27, 2016
II. Adjourn the Annual Meeting of the Public Facilities Corporation
Reconvene the Regular Meeting of the
Ventura Port District Board of Port Commissioners
CONSENT AGENDA: (5 minutes)
Matters appearing on the Consent Calendar are expected to be non-controversial and will be acted upon
by the Board at one time, without discussion, unless a member of the Board or the public requests an
opportunity to address any given item. Approval by the Board of Consent Items means that the
recommendation is approved along with the terms set forth in the applicable staff reports.
A) Approval of Out of Town Travel Request
Recommended Action: Voice Vote.
That the Board of Port Commissioners approve the out of town travel requests for
Harbormaster, John Higgins, Consultant, Richard Parsons, Commissioner, Everard Ashworth,
and Electrician, John Collins.
B) Approval of Professional Services Agreement with Noble Consultants, Inc.
Recommended Action: Voice Vote.
That the Board of Port Commissioners approve the Professional Services Agreement with
Noble Consultants, Inc. to provide professional engineering services for the preparation of
contract documents providing for the replacement of Docks G, H and the southern portion of D
at Harbor Village.
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Ventura Port District – Regular Meeting Agenda
January 11, 2017
C) Consideration of Rejection of Claim by Chubb Insurance
Recommended Action: Voice Vote.
That the Board of Port Commissioners approve the rejection of a claim filed against the Ventura
Port District on October 5, 2016 by Chubb Insurance as Subrogee of Georgiana Denniston and
authorize the General Manager to execute and mail a Notice of Rejection to Chubb Insurance.
STANDARD AGENDA:
1) Shellfish Grant – Leasing Alternatives and Operational Structures
Recommended Action: Information.
That the Board of Port Commissioners receives a memorandum by Plauché & Carr, LLP
analyzing leasing alternatives and operational structures available to the District related to the
Shellfish Grant.
REQUEST FOR FUTURE AGENDA ITEMS
ADJOURNMENT
This agenda was posted on Friday, January 6, 2017 by 5:00 p.m.
at the Port District Office and on the Internet – www.venturaharbor.com (Port Commission).

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this
meeting, please contact the Ventura Port District at (805) 642-8538. Notification 48 hours before the
meeting will enable the District to make reasonable arrangements to ensure accessibility.
(28 CFR 35.102.35.104 ADA Title II)
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Ventura Port District – Regular Meeting Agenda
January 11, 2017
ATTACHMENT TO PORT COMMISSION AGENDA
CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL
WEDNESDAY, JANUARY 11, 2017
1. Conference with Real Property Negotiators – Per Government Code Section 54956.8:

a) Property:
Negotiating Parties:
Under Negotiation:
1559 Spinnaker Drive #205A
Oscar Peña, Brian Pendleton, Timothy Gosney
Lease Terms with Ventura Harbor Comedy Club
b) Property:
Negotiating Parties:
Under Negotiation:
1575 Spinnaker Drive #101, #102, #103
Oscar Peña, Brian Pendleton, Timothy Gosney
Lease Terms with The 805
c) Property:
Negotiating Parties:
Under Negotiation:
1559 Spinnaker Drive #108, #206
Oscar Pena, Brian Pendleton, Timothy Gosney
New Lease Terms with Ventura Dive & Sport
2. Conference with Legal Counsel – Potential Litigation per Government Code Section
54956.9(d)(4): One case.
3. Conference with Legal Counsel – Potential Litigation per Government Code Section
54956.9(d)(2): One case.
4. Conference with Legal Counsel – Potential Litigation per Government Code Section
54956.9(d)(2): Claim by Chubb Insurance Company.
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BOARD OF PORT COMMISSIONERS
JANUARY 11, 2017
APPROVAL OF MINUTES
DECEMBER 7, 2016 MEETING
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VENTURA PORT DISTRICT
BOARD OF PORT COMMISSIONERS
MINUTES OF DECEMBER 7, 2016
The Regular Meeting of the Ventura Board of Port Commissioners was called to order by
Chairman Jim Friedman at 7:27PM at the Ventura Port District Office located 1603 Anchors
Way Drive, Ventura, CA 93001.
Commissioners Present:
Jim Friedman, Chair
Everard Ashworth, Vice Chair
Gregory L. Carson
Bruce E. Smith
Nikos Valance
Commissioners Absent:
None
Port District Staff:
Oscar Peña, General Manager
Brian Pendleton, Business Operations Manager
Gloria Adkins, Accounting Manager
John Higgins, Harbormaster
Jennifer Talt-Lundin, Marketing Manager
Robin Baer, Property Manager
Frank Locklear, Marina Manager
Richard Parsons, Consultant
Jessica Rauch, Clerk of the Board
Legal Counsel:
Timothy Gosney
Dominic Nunneri
AGENDA
CALL TO ORDER: By Chairman Jim Friedman at 7:27PM.
PLEDGE OF ALLEGIANCE: By Commissioner Friedman.
ROLL CALL: All Commissioners were present.
ADOPTION OF AGENDA
ACTON: Commissioner Smith moved, seconded by Commissioner Ashworth and
carried by a vote of 5-0 to adopt the December 7, 2016 agenda.
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Ventura Port District Board of Port Commissioners
December 7, 2016 Regular Meeting Minutes
Page 2
APPROVAL OF MINUTES
The Minutes of November 9, 2016 Regular meeting were considered as follows:
ACTION: Commissioner Brennan moved, seconded by Commissioner Valance and
carried by a vote of 5-0 to approve the minutes of the November 9, 2016
Regular meeting.
PUBLIC COMMUNICATIONS: Lynn Mikelatos, owner of The Greek and Margarita Villa
congratulated the Board and staff on the Portside groundbreaking, which was a long time
coming. She also gave the Commission a challenge to try the new Escape Rooms that recently
opened in the Harbor.
CLOSED SESSION REPORT: Mr. Gosney stated that the Board met in closed session;
discussed and reviewed all items on the closed session agenda. Staff was given instructions on
as to how to proceed as appropriate on Items 1b and 2 and there was no action taken that is
reportable under The Brown Act. On Item 1a, there was a consensus of the Board to eliminate
Brighton Management from further consideration of the development of Parcels 5 and 8.
BOARD COMMUNICATIONS: Commissioner Ashworth reported that he has been working with
Gloria on the Audit report and updated the Commission on the Shellfish initiative.
DEPARTMENTAL AND GENERAL MANAGER REPORTS: Mr. Parsons updated the
Commission on the dredging appropriations. Ms. Talt-Lundin reported to the Commission that
the Harbor View newsletter went out today. Also, thanked our sponsors for the Parade of Lights
that is occurring in two weeks and to encourage boaters to enter since we have only 10 boats
so far.
LEGAL COUNSEL REPORT: Counsel is currently working on updating their option and lease
documents in anticipation of presenting a formal lease to one of the developers of the RFP in
the not too distance future.
STANDARD AGENDA:
1) Annual Reserve Policy Review
Recommended Action: Voice Vote.
That the Board of Port Commissioners accept the current Ventura Port District Reserve Policy,
Resolution No. 3225, dated August 28, 2013.
ACTION: Commissioner Valance moved, seconded by Commissioner Brennan and
carried by a vote of 5-0 to accept the current Ventura Port District Reserve
Policy, Resolution No. 3225, dated August 28, 2013.

2) Annual Investment Policy Review
Recommended Action: Roll Call Vote.
That the Board of Port Commissioners adopt Resolution No. 3326, which reflects minor changes to
the Ventura Port District’s Investment Policy and rescind Resolution No. 3284.
ACTION: Commissioner Brennan moved, seconded by Commissioner Smith and carried
by a vote of 5-0 to adopt Resolution No. 3326, which reflects minor changes to
the Ventura Port District’s Investment Policy and rescind Resolution No. 3284.
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Ventura Port District Board of Port Commissioners
December 7, 2016 Regular Meeting Minutes
Page 3
3) Adoption of Ordinance No. 51 Authorizing Execution of the Lease Between Ventura
Port District and Beer and Sausage, LLC dba BS Taproom/ Beer Season
Recommended Action: Roll Call Vote.
That the Board of Port Commissioners:
1. Conduct a public hearing for the purpose of receiving input on proposed Ordinance 51;
2. Read proposed Ordinance No. 51 for the record; and
3. Adopt Ordinance No. 51, which authorizes execution of the Lease between Ventura Port
District and Beer and Sausage, LLC dba BS Taproom/Beer Season New Restaurant
Lease at 1591 Spinnaker Drive, #113 & #115.
ACTION: Chairman Friedman opened the public hearing at 7:55PM for the purpose of
receiving input on proposed Ordinance 51. The reading of proposed
Ordinance 51 was waived. There was one public comment. The public
hearing was closed by Chairman Friedman at 7:56PM.
Public Comment: Orestis Simos thanked the Commission and staff for this opportunity and
they are looking forward to developing a great business.
ACTION: Commissioner Brennan moved, seconded by Commissioner Ashworth and
carried by a vote of 5-0 to adopt Ordinance No. 51, which authorizes
execution of the Lease between Ventura Port District and Beer and
Sausage, LLC dba BS Taproom/Beer Season New Restaurant Lease at 1591
Spinnaker Drive, #113 & #115.
4) Consideration of Legal Fees
Recommended Action: Voice Vote.
That the Board of Port Commissioners consider for approval the proposal submitted on July 13,
2016, which increases the hourly rates upon which the legal fees to the District are calculated.
ACTION: Commissioner Brennan moved, seconded by Commissioner Ashworth and
carried by a vote of 4-0-1 (Valance abstained) to approve the proposal
submitted on July 13, 2016, which increases the hourly rates upon which
the legal fees to the District are calculated.
5) Information on IRC § 170
Recommended Action: Informational.
That the Board of Port Commissioners further explore the District’s potential solicitation of taxdeductible
donations and application for grant funding under IRC § 170.
ACTION: The Commission asked for this topic to be a future workshop item to
discuss how to go about receiving donations for Harbor Village projects.
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Ventura Port District Board of Port Commissioners
December 7, 2016 Regular Meeting Minutes
Page 4
6) Approval of 2017 Port Commission Meeting Schedule
Recommended Action: Voice Vote.
That the Board of Port Commissioners discuss and take appropriate action on the 2017 Port
Commission meeting schedule.
ACTION: Commissioner Brennan moved, seconded by Commissioner Ashworth and
carried by a vote of 5-0 to approve the 2017 Port Commission meeting
schedule, with the following revisions:
• All meetings will be regular meetings. If the Commission would like
a workshop topic, it can be agendized as such on a regular meeting
agenda.
• All meetings will begin at 7:00PM. There will be no more regularly
scheduled daytime meetings.
• November and December meetings will be the second Wednesday of
the month.
REQUEST FOR FUTURE AGENDA ITEMS: None.
ADJOURNMENT: The meeting was adjourned at 8:44PM.
________________________________
Secretary
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BOARD OF DIRECTORS
PUBLIC FACILITIES CORPORATION
JANUARY 11, 2017
APPROVAL OF MINUTES
JANUARY 27, 2016 MEETING
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Ventura Port District Public Facilities Corporation
Minutes of Annual Meeting Held January 27, 2016 Page 1 of 2
MINUTES OF THE ANNUAL MEETING
OF THE VENTURA PORT DISTRICT
PUBLIC FACILITIES CORPORATION
HELD ON JANUARY 27, 2016
At 8:38PM, Vice President Friedman called to order the Annual Meeting of the Ventura
Port District Public Facilities Corporation. The meeting was held in the offices of the
Ventura Port District located at 1603 Anchors Way Drive, Ventura, California.
ROLL CALL
Present: Jim Friedman, President
Everard Ashworth, Vice President
Bruce Smith, Director
Gregory Carson, Director
Nikos Valance, Director
Staff Present: Oscar Peña, Chief Financial Officer and Secretary
Timothy J. Gosney, Legal Counsel
Jessica Rauch, Clerk of the Board

Mr. Gosney advised the Board that the Ventura Port District Public Facilities
Corporation is a free standing corporation and the members of the Corporation are the
same as the Board of Port Commissioners. The Public Facilities Corporation was
created when the District took back a portion of the leasehold interest in Harbor
Village. According to the By-Laws of the Corporation, there must be an annual
meeting of the Board of Directors for the purpose of selection of Directors and Officers,
and the transaction of any other business.
ELECTION OF OFFICERS
ACTION: Director Smith moved, seconded by Director Carson and carried by a
vote of 5-0 to elect the following officers:
President – Jim Friedman
Vice President – Everard Ashworth
Secretary – Oscar Peña
APPROVAL OF MINUTES
ACTION: Director Ashworth moved, seconded by Director Carson and carried by a
vote of 5-0 to ratify the minutes of January 22, 2014.
APPROVAL OF RESOLUTION AUTHORIZING FIRST AMENDMENT TO 2008
INSTALLMENT PURCHASE AGREEMENT
Recommended Action: Resolution No. 127.
That the Board of Directors of the Public Facilities Corporation adopt Resolution No.
127, authorizing the execution and delivery of a First Amendment to the 2008
Installment Purchase Agreement and related matters in connection therewith.
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Ventura Port District Public Facilities Corporation
Minutes of Annual Meeting Held January 27, 2016 Page 2 of 2
ACTION: Director Ashworth moved, seconded by Director Carson and carried by a
vote of 5-0 to adopt Resolution No. 127, authorizing the execution and
delivery of a First Amendment to the 2008 Installment Purchase
Agreement and related matters in connection therewith.
ADJOURNMENT
There were no further items for discussion and at 8:44PM, President Friedman
declared the meeting of the Ventura Port District Public Facilities Corporation
adjourned.
_____________________________________
Secretary
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BOARD OF PORT COMMISSIONERS
JANUARY 11, 2017
CONSENT AGENDA ITEM A
APPROVAL OF
OUT OF TOWN TRAVEL REQUEST
13
VENTURA PORT DISTRICT CONSENT AGENDA ITEM A
BOARD COMMUNICATION Meeting Date: January 11, 2017
TO: Board of Port Commissioners
FROM: Oscar F. Peña, General Manager
SUBJECT: Out of Town Travel Requests
RECOMMENDATION:
That the Board of Port Commissioners approve the following out of town travel requests for:
A) Harbormaster, John Higgins to travel to Anaheim, California to participate in the 2017
Annual Liebert Cassidy Whitmore Annual Conference on March 8 – 10, 2017. Attending this
Conference allows the District to stay up-to-date on Human Resources Issues, policies and
procedures. Estimated cost for the travel is as follows:
Registration $900.00
Lodging $680.94
Meals $285.00
Mileage $106.57
Miscellaneous $100.00
TOTAL $2,072.51
B) Dredging Consultant, Richard Parsons to travel to Redondo Beach, California to participate
in the 2017 CMANC Winter Meeting on January 18 – 20, 2017. Attending this meeting
allows the District to meet with representatives of other California Ports and Harbors and to
participate in discussions with the US Army Corps of Engineers about the refining of
navigation goals. Estimated cost for the travel is as follows:
Registration $445.00
Lodging $402.36
Meals $95.00
Mileage $95.02
Miscellaneous $100.00
TOTAL $1,137.38
C) Commissioner, Everard Ashworth to travel to Redondo Beach, California to participate in
the 2017 CMANC Winter Meeting on January 18 – 19, 2017. Attending this meeting allows
the District to meet with representatives of other California Ports and Harbors and to
participate in discussions with the US Army Corps of Engineers about the refining of
navigation goals. Estimated cost for the travel is as follows:
Registration $445.00
Lodging $201.18
Meals $95.00
Mileage $79.82
Miscellaneous $100.00
TOTAL $921.00
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D) Electrician, John Collins to travel to the Port of Los Angeles, California to participate in the
Noribachi Conference and Plant Tour on January 26 – 27, 2017. Attending this meeting
allows the District to start the journey into finding L.E.D retro fit fixtures for replacement
lighting infrastructure. Estimated cost for the travel is as follows:
Registration $0.00
Lodging $181.19
Meals $95.00
Mileage $90.74
Miscellaneous $0.00
TOTAL $366.93
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BOARD OF PORT COMMISSIONERS
JANUARY 11, 2017
CONSENT AGENDA ITEM B
APPROVAL OF PROFESSIONAL
SERVICES AGREEMENT WITH NOBLE
CONSULTANTS, INC.
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VENTURA PORT DISTRICT CONSENT AGENDA ITEM B
BOARD COMMUNICATION Meeting Date: January 11, 2017
TO: Board of Port Commissioners
FROM: Richard Parsons, Project Manager
SUBJECT: Approval of Professional Services Agreement with Noble Consultants, Inc.
RECOMMENDATION:
That the Board of Port Commissioners approve the Professional Services Agreement with Noble
Consultants, Inc. to provide professional engineering services for the preparation of contract
documents providing for the replacement of Docks G, H and the southern portion of D at Harbor
Village.
SUMMARY:
In 2005, the District replaced Docks E, F, I and the northern portion of D due to their advanced state
of deterioration. Docks G, H and the southern portion of D are now in a similar state of deterioration
and must be replaced in the near future. Noble Consultants has submitted a proposal, dated,
December 6, 2016, to prepare the necessary performance specifications contract documents that will
enable the District to solicit formal construction bids for the replacement effort.
In anticipation of this effort, a Coastal Development Permit for the project was secured from the
California Coastal Commission in February 2016, and a letter of Permission has just been received
from the U.S. Army Corps of Engineers. An application filed with the Los Angeles Regional Water
Quality Control Board is still pending, but is not expected to create any problems.
FISCAL IMPACTS:
The District’s FY16-17 Capital Improvement Budget includes $125,000 for the engineering and design
effort associated with the dock replacement effort. Noble’s proposal calls for a fee of $124,896.
The ultimate cost of the docks replacement effort is estimated at $4.5 Million and is expected to be
financed with a 20 to 30 year debt instrument.
ATTACHMENTS:
Attachment 1– PSA with Noble Consultants, Inc.
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Professional Services Agreement Page 1
NOBLE CONSULTANTS, INC. Rev 10-6-2015
VENTURA PORT DISTRICT
STANDARD FORM CONTRACT FOR
PROFESSIONAL SERVICES AGREEMENT
(Over $25,000)
With
NOBLE CONSULTANTS, INC.
THIS AGREEMENT, entered into this 11th day of January 2017, by and between the
VENTURA PORT DISTRICT, an independent special district, hereinafter referred to as
“DISTRICT” and NOBLE CONSULTANTS, INC., hereinafter referred to as “CONSULTANT.”
DISTRICT AND CONSULTANT AGREE AS FOLLOWS:
1. CONSULTANT’S SERVICES. CONSULTANT agrees to perform services, set forth in
Exhibit A, during the term of this Agreement for the rehabilitiation of D, G, and H Docks
in the Ventura Harbor Village Marina.
2. PAYMENT FOR SERVICES. DISTRICT shall pay CONSULTANT $124,896.00, set
forth in Exhbit “B”, for the services, set forth in Exhibit “A”, performed by
CONSULTANT.
3. TERM OF AGREEMENT. The term of this Agreement shall commence January 11,
2017, and shall terminate on or before December 31, 2017.
4. TIME FOR PERFORMANCE. CONSULTANT shall not perform any work under this
Agreement until CONSULTANT furnishes proof of insurance as required under
paragraph 9 of this Agreement
5. STATUS OF CONSULTANT. The DISTRICT and CONSULTANT agree that
CONSULTANT, in performing the services herein specified, shall act as an independent
contractor and shall have control of all work and the manner in which it is performed.
CONSULTANT shall be free to contract for similar service to be performed for other
persons or entities while under contract with DISTRICT. CONSULTANT is not an agent
or employee of DISTRICT and is not entitled to participate in any pension plan,
insurance, bonus or similar benefits DISTRICT provides for its employees.
6. DESIGNATED REPRESENTATIVES:
a) Jon T. Moore, P.E. shall be the designated CONSULTANT Representative and
shall be responsible for job performance, negotiations, contractual matters, and
coordination with the DISTRICT Representative. CONSULTANT’S professional
services shall be actually performed by, or shall be immediately supervised by,
the CONSULTANT Representative.
b) Oscar F. Peña shall be the designated DISTRICT Representative.
7. ASSIGNMENT. This Agreement is for the professional services of CONSULTANT.
Any attempt by CONSULTANT to assign the benefits or burdens of this Agreement
without prior written approval of DISTRICT shall be prohibited and shall be null and
void.
ATTACHMENT 1 18
Professional Services Agreement Page 2
NOBLE CONSULTANTS, INC. Rev 10-6-2015
8. RECORDS AND INSPECTIONS. The CONSULTANT shall maintain full and accurate
records with respect to all services and matters covered under this Agreement. The
DISTRICT shall have free access at all reasonable times to such records, and the right
to examine and audit the same and to make transcripts therefrom, and to inspect all
program data, documents, proceedings and activities.
9. INSURANCE. CONSULTANT shall procure and maintain insurance of the type, for the
period, with the coverages and limits, and in accordance with the terms, conditions, and
requirements (including , but not limited to the Proof of Insurance requirements) set
forth in the attached Exhibit “C” and incorporated into this Agreement.
10. HOLD HARMLESS. CONSULTANT shall save harmless and indemnify, and, at the
DISTRICT’S request, defend the DISTRICT, its officers, officials, employees, agents,
representatives, and volunteers from and against any and all claims, demands, actions,
damages, expenses, suits, accidents, injuries, liability, or proceedings of any character
whatever (including without limitation, reimbursement of reasonable attorney’s fees),
brought for or on account of, or to the extent resulting from or arising out of or in
connection with, any negligent act, error or omission, negligence, wrongful conduct, or
other negligent action by CONSULTANT or any of CONSULTANT’S officers, agents,
employees, representatives, subconsultants, or subcontractors in connection with or in
the performance of this Agreement.
11. COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to
be performed by CONSULTANT shall be construed to be both a covenant and a
condition.
12. TERMINATION. At any time, with or without cause, the DISTRICT or CONSULTANT
shall have the right to terminate this Agreement by giving written notice pursuant to
Paragraph 19 of this Agreement. There shall be no period of grace after giving the
notice of termination. Termination shall become effective immediately upon the giving
of notice as provided in Paragraph 19 of this Agreement.
13. EFFECT OF TERMINATION. Upon termination as stated in Paragraph 12 of this
Agreement, DISTRICT shall be required to compensate CONSULTANT only for work
done by CONSULTANT up to and including the date of termination of this Agreement
unless the termination is for cause, in which event CONSULTANT need be
compensated only to the extent required by law.
14. OWNERSHIP OF CONSULTANT’S WORK PRODUCT. DISTRICT shall be the owner
of any and all computations, plans, correspondence and/or other pertinent data and
information gathered or prepared by CONSULTANT in performance of this Agreement
and shall be entitled to possession of the same upon reasonable notice and upon
completion of the work under this Agreement, or upon reasonable notice at any earlier
or later time when the same may be requested by DISTRICT.
15. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT shall provide DISTRICT with
a complete Request for Taxpayer Identification Number and Certification, Form W-9
(Rev. 12-87), as issued by the Internal Revenue Service.
16. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the DISTRICT. In the event the DISTRICT has not
ATTACHMENT 1 19
Professional Services Agreement Page 3
NOBLE CONSULTANTS, INC. Rev 10-6-2015
appropriated sufficient funds for payment of CONSULTANT services beyond the current
fiscal year, this Agreement shall cover only those payments for services incurred up to
the conclusion of the current fiscal year.
17. MODIFICATION OF AGREEMENT. The tasks described in this Agreement and all
other terms of this Agreement may be modified only upon mutual written consent of
DISTRICT and CONSULTANT.
18. USE OF TERM “DISTRICT”. Reference to “DISTRICT” in this Agreement includes
General Manager or any authorized representative acting on behalf of DISTRICT.
19. NOTICES. All notices given or required to be given pursuant to this Agreement shall be
in writing and may be given by personal delivery or by U.S. Mail. Notice sent by U.S.
Mail shall be addressed as follows:
TO DISTRICT: Ventura Port District
Attention: General Manager
1603 Anchors Way Drive
Ventura, CA 93001-4229
CONSULTANT: Noble Consultants, Inc.
Attention: Jon T. Moore, P.E.
2201 Dupont Drive, Suite 620
Irvine, CA 92612-7509
and, when addressed in accordance with this paragraph, shall be deemed given upon
deposit in the United States mail, postage prepaid. In all other instances, notices shall
be deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
20. PERMITS AND LICENSES. CONSULTANT, at its sole expense, shall obtain and
maintain during the term of this Agreement, all appropriate permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
21. WAIVER. A waiver by the DISTRICT of any breach of any term, covenant, or condition
contained in this Agreement shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant, or condition contained in this
Agreement whether of the same or different character.
22. GOVERNING LAW. The terms of this Agreement shall be interpreted according to the
laws of the State of California. Should litigation occur, venue shall be in the Superior
Court of Ventura County.
23. INTEGRATED AGREEMENT. This Agreement represents the entire Agreement
between the DISTRICT and the CONSULTANT and all preliminary negotiations and
agreements are deemed a part of this Agreement. No verbal agreement or implied
covenant shall be held to vary the provisions of this Agreement. This Agreement shall
bind and inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns.
ATTACHMENT 1 20
Professional Services Agreement Page 4
NOBLE CONSULTANTS, INC. Rev 10-6-2015
24. CUMULATIVE REMEDIES. All right and remedies of either party hereto are cumulative
of each other and of every other right or remedy such party may otherwise have at law
or in equity, and the exercise of one or more rights or remedies shall not prejudice or
impair the concurrent of subsequent exercise of other rights or remedies.
25. SEVERABILITY. If any term or provision of this Agreement shall be deemed invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby, and each
remaining term and provision of this Agreement shall be valid and in force to the fullest
extent permitted by law.
26. CONFLICT. Consultant hereby certifies that it has no business or contractual
relationship with any current member of the DISTRICT’S Board of Port Commissioners:
Jim Friedman, Chairman
Everard Ashworth, Vice Chairman
Bruce E. Smith, Commissioner
Nikos Valance, Commissioner
Brian Brennan, Commissioner
VENTURA PORT DISTRICT NOBLE CONSULTANTS, INC.
By: ______________________________ By: ______________________________
Oscar F. Peña, General Manager Jon T. Moore, P.E.
Date: ____________________________ Date: _____________________________
ATTACHMENT 1 21
ATTACHMENT 1 EXHIBIT A 22
ATTACHMENT 1 EXHIBIT A 23
ATTACHMENT 1 EXHIBIT A 24
ATTACHMENT 1 EXHIBIT A 25
ATTACHMENT 1 EXHIBIT A 26
ATTACHMENT 1 EXHIBIT A 27
ATTACHMENT 1 EXHIBIT B 28
ATTACHMENT 1 EXHIBIT B 29
ATTACHMENT 1 EXHIBIT B 30
Exhibit “C”
Proof of Insurance Requirements
VENTURA PORT DISTRICT PROFESSIONAL SERVICES AGREEMENT
With
NOBLE CONSULTANTS, INC.
The Consultant shall procure and maintain for the duration of the term of the Agreement limits
against claims for injuries to persons or damage to property which may arise from, or in
connection with, the performance of the work covered by the Agreement by the Consultant,
her/its employees, agents, representatives, sub-consultants or subcontractors. Evidence of
adequate insurance coverage in the form of a Certificate of Insurance naming the Ventura Port
District as additional insured on the policy(ies) of insurance which shall not be canceled without
first giving the District ten (10) days’ written notice. The actual policy(ies) shall have the
following minimum limits of insurance:
COMBINED
COVERAGE PER OCCURRENCE ISO FORM SINGLE LIMIT
(Not less than)
Commercial General Liability GL 00 02 01 73REV $1,000,000
Broad Form General Liability GL 04 04 05 81 $1,000,000
Business Auto CA 00 01 01 87 $1,000,000
Workers’ Compensation Statutory
Employers’ Liability $1,000,000
Professional Liability/Errors and Ommissions $1,000,000
Consultant shall provide certificates of insurance naming as additional insured the Ventura Port
District (“District”), its officers, officials, employees and representatives.
ATTACHMENT 1 31
BOARD OF PORT COMMISSIONERS
JANUARY 11, 2017
CONSENT AGENDA ITEM C
CONSIDERATION OF REJECTION OF
CLAIM BY CHUBB INSURANCE
32
VENTURA PORT DISTRICT CONSENT AGENDA ITEM C
BOARD COMMUNICATION Meeting Date: January 11, 2017
TO: Board of Port Commissioners
FROM: Jessica Rauch, Clerk of the Board
SUBJECT: Consideration of Rejection of Claim by Chubb Insurance
RECOMMENDATION:
That the Board of Port Commissioners approve the rejection of a claim filed against the Ventura
Port District on October 5, 2016 by Chubb Insurance as Subrogee of Georgiana Denniston and
authorize the General Manager to execute and mail a Notice of Rejection to Chubb Insurance.
INFORMATION FOR DISCUSSION:
On August 5, 2016, Harbor Patrol received a report from a Keys resident that a large cement
dock float was adrift near the end of the finger between Bayshore and Surfrider. Harbor Patrol
responded to the call, looped a line around it and attempted to pull on it, but it would not track
behind the boat; it was uncontrollable, which made it unsafe to tow down the channel. Harbor
Patrol secured it to the closest empty dock and contacted that resident who gave permission to
leave the float on her dock until the owner could retrieve it.
Major Engineering was called to tow the float, but was unable to do so with their crane. After a
week, the tides caused the cement float to slip under the dock causing the dock to break in half.
It was decided to remove the float from under the dock and anchor it about four feet away until
Major Engineering were able to remove it.
Chubb Insurances’ claim was submitted to the District’s Legal Counsel and Risk Manager for
review and it is recommended that the Board reject the claim as submitted. A Notice of
Rejection has been prepared for the General Manager’s signature.
ATTACHMENTS:
Attachment 1 – Carl Warren Report, dated January 3, 2017
Attachment 2 – Notice of Rejection
33
An Employee-Owned Company
1000 S. Hill Road, Suite 110 | Ventura, CA 93003
Tel: 800-345-7338 | Direct: 805-650-7020 | Fax: 866-254-4423 | www.carlwarren.com
CA License No: 2607296
January 3, 2017
To: Ventura Port District
Attn: Jessica Rauch
(Sent via e-mail)
RE: Principal: CJPIA
Member: Ventura Port District
Claimant: Chubb Insurance as Subrogee of Georgiana Denniston
Date of Event: 8/5/2016
Our File: 1951057-LFM

We have reviewed the above referenced claim and request that you take the action below:
CLAIM REJECTION- Please send a standard rejection letter to:
Chubb Insurance
Attn: Corey A. Ring
PO Box 1685
Salem, VA 24153
Claim #77116606
Please send us a copy of the rejection letter. If you have any questions or concerns, contact the
undersigned.
Sincerely,
Carl Warren & Company
Lisa Frye
Claims Examiner II
ATTACHMENT 1 34
ATTACHMENT 2 35
BOARD OF PORT COMMISSIONERS
JANUARY 11, 2017
STANDARD AGENDA ITEM 1
SHELLFISH GRANT –
LEASING ALTERNATIVES AND
OPERATIONAL STRUCTURES
36
VENTURA PORT DISTRICT STANDARD AGENDA ITEM 1
BOARD COMMUNICATION Meeting Date: January 11, 2017
TO: Board of Port Commissioners
FROM: Brian Pendleton, Business Operations Manager
SUBJECT: Shellfish Grant – Leasing Alternatives and Operational Structures
RECOMMENDATION:
That the Board of Port Commissioners receives a memorandum by Plauché & Carr, LLP
analyzing leasing alternatives and operational structures available to the District related to the
Shellfish Grant.
SUMMARY:
On September 28, 2016 the Board of Port Commissioners authorized funding in the amount of
$8,500 to retain outside legal services provided by Plauché & Carr, LLP to analyze and report
on leasing alternatives and operational structures related to the Shellfish Grant.
The Ventura Port District, in collaboration with the Ventura Shellfish Enterprise (VSE), was
awarded a two year, approximately $300,000 Sea Grant ($265,000 funding directly to the
District) to contract with qualified consultant(s) that will enable development of a permitting
strategy and all necessary permitting components required for sustainably cultivated shellfish
production to be landed at Ventura Harbor.
There has been significant progress made in Task 1 of the Shellfish Grant, which is the
research and development of a permitting strategy as outlined above. However, it has become
evident that the scope and funding allocated from the Sea Grant for Task 1 legal services is
insufficient to more fully evaluate the complex issues of leasing alternatives and operational
structures. Given that the State California Department of Fish and Wildlife (“CDFW”) has issued
very few leases for offshore aquaculture over the past two decades (primarily renewals), there
has been a lack of clarity as to what leasing structures may be available to this District, or other
government entities, and cooperatives such as the VSE.
Attached is the memorandum prepared by Robert Smith, Plauché & Carr, LLP that summarizes
several leasing alternatives and operational structures available to the District to facilitate
development of twenty (20) 100-acres plots for growing mussels cultivated in state waters within
the Santa Barbara channel near Ventura Harbor.
BACKGROUND:
Plauché & Carr, LLP is a Seattle-based law firm with a practice focused on environmental, land
use, and natural resource-based issues. Plauché & Carr, LLP has represented a number of
non-profit, private, and governmental entities regarding environmental and regulatory matters
ranging from regulatory compliance/permitting, to administrative litigation, to litigation in state
and federal courts, to conservation land acquisition. On October 14, 2015 the District selected
Plauché & Carr, LLP and Robert Smith as lead counsel to provide the Task 1 legal services for
the Shellfish Grant. This contract was extended by the Commission on September 28, along
with other consultants providing services contemplated by the Grant.
For this additional task, Robert Smith has served as lead counsel to the District. Mr. Smith is an
attorney with ten years’ experience working in California on land use and environmental issues,
on behalf of both private and public clients. During his previous employment at two Los
Angeles-based firms, Robert advised and represented numerous clients regarding compliance
37
with the California Environmental Quality Act (“CEQA”) and National Environmental Policy Act
(“NEPA”) and represented several coastal cities and private clients before the California Coastal
Commission (“CCC”), California Department of Fish and Wildlife (“CDFW”), Los Angeles
County, and U.S. Army Corps of Engineers (“Corps”).
The Shellfish Grant contemplated the Ventura Port District, as a member of VSE would hold all
entitlements for a group of offshore aquaculture leases that will in turn be subleased to
individual producer-fishermen for shellfish farming. While the CDFW has allowed subleasing,
they are reviewing these leasing requirements and evaluating options while seeking input from
potential lessees. Mr. Smith’s memorandum provides analysis of likely alternatives that CDFW
may permit, and important considerations of each alternative for the District. Mr. Smith will
present the findings of his memorandum to the Commission on Wednesday, January 11th.
As a follow up, Mr. Smith can assist the District in preparing draft lease documents and
negotiating with CDFW. However, staff believes it is premature to authorize this work which is
preliminarily estimated at $10,000 because it is anticipated that further analysis of the leasing
alternatives and organizational structures by Mr. Smith, District staff and general counsel will be
necessary.
FISCAL IMPACT:
The additional legal services for Plauché & Carr, LLP was in an amount not to exceed $8,500,
however there may be some follow-up travel to Sacramento for meetings with CDFW which may
necessitate a contract amendment for additional expense. Staff will advise the Commission of
any necessary additional costs.
ATTACHMENT:
Attachment 1 – Plauché & Carr, LLP Memorandum
38
MEMORANDUM
TO: Ventura Port District Board of Port Commissioners
FROM: Robert M. Smith, Plauché & Carr, LLP
DATE: January 5, 2017
RE: Aquaculture Project Formation Options
This memorandum summarizes several operational structures available to the Ventura
Port District (“District”) to facilitate development of twenty 100-acre plots for growing
Mediterranean mussels cultivated on submerged longlines in state waters within the Santa
Barbara channel near Ventura Harbor.
The District has a number of potential options. Selecting the best option for the District
depends on a variety of factors, including (1) the amount of direct control the District wants to
have over aquaculture operation and development; (2) whether the District wants to participate
financially in the project, either through a joint venture or some other form of public-private
partnership; and (3) the amount of investment, either through District administrative resources or
financial investment, the District is willing to commit.
The options available to the District, in order of lesser-to-greater District involvement,
include: (1) the District acquiring a lease from the California Fish and Game Commission (“CA
FGC”) and then subleasing to individual shellfish companies; (2) developing a “pre-permitting”
or general permit process, where the District obtains all permits for the project and then
designates sublocations for individual farms (this is the option contemplated in the Grant); (3)
development of a cooperative where the District leases the land through a master lease and then
subleases to a shellfish cooperative group responsible for the day-to-day operation of the project,
such as the Ventura Shellfish Enterprise (“VSE”); and/or (4) the District takes a proprietary role
in the ownership and operation of the mussel farms. Note that many of these options overlap and
several permutations are possible based on the District’s evaluation of the three factors listed
above.1

1 While all of these options can be legally pursued by the District, there are a number of legal issues that must be
considered when developing a specific process for the selected alternative. These considerations include (but may
not be limited to) compliance with the Brown Act (Gov. Code § 54950 et seq.), prohibitions on the gift of public
ATTACHMENT 1 39
Ventura Port District -2- January 5, 2017
A. Permitting Process and Costs
Generally, a company seeking to start a new shellfish farm must obtain five main
discretionary permits and approvals.
2
First, it must obtain a lease from the CA FGC. Second,
the growing area waters must be certified by the California Department of Public Health (“CA
DPH”).
3
Third, it must obtain a coastal development permit (“CDP”) from the California
Coastal Commission. Fourth, it must obtain a permit from the U.S. Army Corps of Engineers
(“Corps”) pursuant to its jurisdiction under Section 10 of the Rivers and Harbors Act (associated
with installation of structures in navigable waters) and Section 404 of the Clean Water Act
(“CWA”) (associated with the discharge of dredged or fill material into waters of the United
States). Prior to issuance of its permit, the Corps must consult with the National Marine
Fisheries Service (“NMFS”) and U.S. Fish and Wildlife Service (“USFWS”) for consistency
with the Endangered Species Act and Magnuson-Stevens Fishery Conservation and Management
Act. Fifth, it must obtain approval from the Los Angeles Regional Water Quality Control Board
(“RWQCB”) for CWA Section 401 Water Quality Certification.
The shellfish company must also comply with state and federal environmental review
requirements, the California Environmental Quality Act (“CEQA”) and the National
Environmental Policy Act (“NEPA”). Considering the scale of the project, it is likely that the
above regulatory agencies would require preparation of an environmental impact report (“EIR”)
under CEQA, an environmental assessment under NEPA, and a biological assessment and
essential fish habitat analysis to assist NMFS and USFWS in its consultation.4
In many
circumstances, CEQA and NEPA review may be combined and served by a single environmental
review document. Further, it may be possible to utilize environmental review previously
conducted by other agencies, including the CA FGC mitigated negative declaration for Santa
Barbara Mariculture and the Humboldt Bay Harbor, Recreation, and Conservation District’s
(“Humboldt Harbor District”) Humboldt Bay Mariculture Pre-Permitting Project EIR, to
maximize efficient environmental review of the proposed project.
The above permitting requirements and environmental review are the most common
reasons cited by the aquaculture industry concerning issues preventing expansion of the industry
in California. While regulatory costs are not unique to the aquaculture industry, the multifaceted
review process and significant upfront costs, in combination with the time required to install a
farm and grow a shellfish product, currently limits the expansion of the industry, particularly in
terms of diversifying the industry beyond the companies currently operating in California.

funds (Cal. Const. Art. XVI § 6), and conflict of interest issues (Gov. Code § 1090). Once the District selects an
option to pursue, we can work with the District’s legal counsel to ensure that these considerations are properly
considered in the implementation of the process selected.
2 While there are a number of additional ministerial approvals required for shellfish cultivation, including approvals
from the U.S. Coast Guard, California State Lands Commission, and California Department of Fish and Wildlife
(“CA DFW”), these permits represent the most significant hurdles in terms of project planning.
3 The VSE has already started testing potential growing area waters for certification from CA DPH.
4 This conclusion is based on the environmental review processes recently required by state and federal regulatory
agencies during the Humboldt Harbor District’s Pre-Permitting process, discussed below.
ATTACHMENT 1 40
Ventura Port District -3- January 5, 2017
If an individual applicant sought to develop a mussel farm independently of the District,
it is likely that it would take between one to three years to obtain permitting and required
environmental review from all the required state and federal regulatory agencies. The estimated
cost of conducting the required environmental review, consultant fees, and permitting fees, can
be between $60,000 and $500,000, depending on the scale and location of the project. Many of
the options discussed below would eliminate these delays and costs for potential aquaculture
operations and reduce inefficiencies through permitting all proposed mussel farms at one time.
Such an arrangement would make the proposed project site an ideal location for shellfish
companies seeking to cultivate shellfish in California. Note that the VSE has already started a
number of the processes required above, such as collection of water testing for CA DPH
certification; therefore, the District or VSE may be able to obtain the required permits in less
time than estimated above.
B. Operational Considerations in Establishing a Mussel Farm
Below are several options that the District may consider in the development of its project,
with a summary of the potential advantages and disadvantages.
1. Option 1: District Lease from CA FGC and Sublease
The 2015 NOAA Sea Grant Aquaculture Extension and Technology Transfer Grant (the
“Grant”) issued to the District contemplates that the District will obtain a lease from the CA FGC
for the project. While the CA FGC has not frequently considered aquaculture subleases, there is
nothing in the Fish and Game Code that prohibits aquaculture subleases and CA FGC staff
appear willing to entertain such an arrangement, provided that the sublease maintains
consistency with the master lease and contains appropriate enforcement provisions.5
We are in
the process of discussing these options with CA FGC staff. In this scenario, the CA FGC would
approve the lease to the District and would then approve a sublease or subleases between the
District and individual shellfish companies.
6
While the initial lease must be approved by the CA
FGC at a public hearing, the most recent aquaculture sublease was reviewed and approved by the
CA FGC Executive Director without a public hearing.
This option would provide the District with some amount of control over the project, with
minimal commitment of staff resources and cost. However, revenue from the project would
similarly be limited. Under this option, while the shellfish companies would be primarily
responsible for compliance with the lease and sublease terms, the District would still be
responsible for compliance with the master lease with the CA FGC. The District would also
retain joint enforcement authority with the CA FGC in its role as landlord over the project site.
However, the District would not have direct management over the day-to-day operations of the
project, provided that the sublessee operates in compliance with the lease provisions. In the

5 The District would generally be able to lease the project area, even if it is outside the boundaries of the District,
pursuant to Harbors & Navigation Code §§ 6203 and 6294.
6 While the District could legally acquire the lease and then assign the lease to another entity, like the VSE, it is
unclear what benefit would accrue to the District under such an approach. In the event that the District prefers that
the lease be held by a different entity (as opposed to a sublease), it should work to revise the Grant award parameters
and have the other entity seek the lease and permitting.
ATTACHMENT 1 41
Ventura Port District -4- January 5, 2017
event that a sublessee does not comply with lease conditions, the District or CA FGC could evict
the sublessee and replace the sublessee with a different tenant.
The District would not incur significant permitting costs associated with this option. The
costs of obtaining the lease and drafting the sublease would likely be paid for through the Grant.
Further, the CA FGC could issue the lease without going through CEQA review, provided that
final approval of the project is conditioned on CEQA review.7
The primary costs associated with
this option would be enforcement costs associated with patrol of the leased areas, which are
estimated by the VSE to cost $200,000 annually, based on costs associated with two staff and
one vessel.8
Generally, most state agencies that enter into aquaculture subleases disfavor subleases
that increase rental rates above those incurred under the master lease. This is to discourage
entities from obtaining state leases and marketing them to other companies or entities at a profit.
While this concern is less likely when the lessee is a public agency, the CA FGC may believe
that any additional amount paid by the sublessee under this option should go to the state as
opposed to the District. Given that the District would be the first public entity in the state to
enter into an aquaculture sublease, it is unclear at this time whether the CA FGC would approve
a sublease that provides more rental revenue to the District as sublessor.
In the event that the CA FGC did not permit such an arrangement, the revenue available
to the District under this option would be limited to landings revenue. The proposed project
would represent a significant increase in the acreage available for mussel cultivation within the
United States. Currently, there is a significant demand for mussels. NOAA estimates a total
annual domestic mussel aquaculture production of 699,000 lbs.9
The total volume produced in
California is estimated to be approximately 400,000 lbs. (Northern Economics 2013).10
The
VSE has estimated that the proposed project can provide a two-year production cycle of up to 20
million lbs. of mussels, although yield estimates can vary significantly. Based on the landing fee
of $0.03/lb. proposed by the VSE11, this would result in $600,000 of gross revenue for the
District each harvest cycle, or approximately $300,000 – $450,000 annually based on shellfish
growth and projected growth rates.
This option provides several advantages to the District and potential lessees. First, it
would give the District control over the location of the proposed lease areas, thereby permitting
the District to fully consider and evaluate any potential conflicts with other uses that operate in

7 See 14 CCR § 15004(b)(2)(A)(“agencies may designate a preferred site for CEQA review and may enter into land
acquisition agreements when the agency has conditioned the agency’s future use of the site on CEQA compliance”);
Saltonstall v. City of Sacramento, 234 Cal.App.4th 549, 571-72 (2015). However, it is unclear if the CA FGC and
CA DFW would be willing to approve the lease without CEQA review.
8 The VSE pro forma anticipates that these costs would be incurred by the VSE or individual shellfish companies.
9 NOAA, Fisheries of the United States 2014, National Marine Fisheries Service Office of Science and Technology
(September 2015).
10 Northern Economics, The Economic Impact of Shellfish Aquaculture in Washington, Oregon and California
(April 2013). Note that the survey methodologies employed by NOAA and Northern Economics are different;
therefore, the results are not directly comparable and may be affected by underreporting.
11 This is consistent with the production-based rent required by the Washington State Department of Natural
Resources (“WA DNR”), although it is more than that required by WA DNR when combined with CA DFW’s
required privilege tax required under Fish & Game Code § 15003.
ATTACHMENT 1 42
Ventura Port District -5- January 5, 2017
and near Ventura Harbor. Second, it would eliminate an additional point of uncertainty for
shellfish companies, in that they would not need to seek and negotiate lease terms with the CA
FGC. Third, it would provide a consistent source of additional revenue for the District, either
through production-based rent or landings revenue. Fourth, as mentioned above, it provides the
District direct control over potential lessees, with direct enforcement mechanisms and/or eviction
options available to the District as a landlord if the lessee is in non-compliance or not meeting
the expectations of the lease. This option would likely provide a steady revenue stream to the
District without significant financial costs or risk.
If the District chose to no longer pursue a lease, the VSE or individual shellfish
companies could seek a lease directly from the CA FGC; however, the Grant would need to be
amended to propose that the lease be issued to a different entity. While amendment of the Grant
is possible, it could delay the project and may eliminate any direct control over the project by the
District.
2. Option 2: District Lease, Sublease and General Permit
The second option would be for the District to assume the initial leasing and permitting
responsibilities. This is the option that is most similar to the process contemplated by the Grant.
The Grant includes funds for “preparation and submittal of all necessary permit applications as
well as documentation needed for government agency reviews and clearances,” including
preparation of an EIR. Under this option, in addition to entering into a lease with the CA FGC,
the District would be the general permit holder for the project and seek approvals from each of
the agencies listed in Section A. The District could seek a regional general permit from the
Corps. This would be similar to the approach that the Humboldt Harbor District is currently in
the process of implementing as part of its Pre-Permitting Project.12
Upon approval, the shellfish
company would only need to execute a sublease with the District to begin cultivation.
This alternative would be particularly attractive to potential shellfish companies. As
noted above, the most frequent complaint in the shellfish industry is the time and expense
required to obtain permits. By obtaining the required discretionary permits on behalf of potential
shellfish companies, the District would have a competitive advantage over other Southern
California jurisdictions which could facilitate the rapid growth and expansion of aquaculture
operations within the proposed project area. Permitting of a comprehensive plan for aquaculture
development by the District would also provide a cost-effective option for permit review as
compared to individual permits. Upon obtaining the necessary permits, the District may be able
to charge a premium for such leases, given that the lessees will avoid the need to navigate the
permitting process. As compared to Option 1, it is more likely under this option that the District
could charge a more significant landing fee or production-based rent, given its significant
participation in the permitting process. While it is difficult to project how much of a premium
the District could charge under this option, given that it would be based both on market demand
and approval from the CA FGC, it is possible that the District could increase potential revenue
by 20 – 40% (as compared to Option 1), based upon comparable lease premiums charged by the

12 Note that the Humboldt Harbor District’s project involves certain complexities which are not relevant to the
Ventura Port District’s project, including complex questions regarding tideland ownership and interactions between
eelgrass and shellfish culture.
ATTACHMENT 1 43
Ventura Port District -6- January 5, 2017
Humboldt Harbor District as part of its Pre-Permitting Project. The District would also have
more control over the permit conditions of approval, mitigation measures, and monitoring
requirements to ensure that other existing uses are protected.
This option would incur some additional costs and resources to the District. District staff
would need to be more involved in seeking the required permits and would be required to
represent the District at all required public hearings and meetings with the regulatory agencies.
As the permittee, the District would need to dedicate resources to renew permits prior to
expiration; however, the permit renewal process is generally much less demanding than the
initial permitting process provided that the permittee is in compliance with all permit conditions.
Further, in the event that the Grant does not fully cover the costs of obtaining the required
permits and environmental review, the District would be responsible for any cost overages.
Based on the Humboldt Harbor District’s Pre-Permitting Project, there is a significant
market and desire for this framework. It provides advantages for shellfish companies, who can
immediately start cultivation practices and dedicate capital to production costs as opposed to
permitting and regulatory costs, as well as the relevant governmental agencies, who can consider
the overall impacts associated with the proposed cultivation at one time and conduct mitigation
and monitoring for the entire project as opposed to piecemeal environmental and regulatory
review.
3. Option 3: District Lease, Shellfish Cooperative Sublease
This option adds an additional layer to Options 1 and 2, in that the District would play a
role in the day-to-day management of the farm and the project would involve a different
organizational structure. Under this option, the District would not sublease portions of the
project area to individual companies, but would instead sublease the area to a cooperative, which
would be primarily responsible for operating the shellfish farm(s). This could be the VSE or
another entity. The cooperative, which could be organized as a limited liability company, would
be responsible for maintaining all required permits, managing cooperative membership, sharing
some operational expenses, and supervising overall management and operation of the shellfish
farm. Note that if the VSE sought to manage the cooperative, it would need to be registered with
the State of California as a valid legal entity prior to execution of the sublease. The District
could be included as a member of the cooperative to oversee day-to-day operations.
While cooperative shellfish farms are common in many places on the East Coast, such as
New Jersey, Connecticut, and Rhode Island, there are no existing cooperatives on the West
Coast. Similar to Option 2 above, a cooperative approach would reduce the permitting and
operation costs associated with each individual mussel farm project and would permit sharing
resources that are generally applicable to the project area, such as vessel, monitoring, and
enforcement costs. The District would also have a simpler and more predictable lease
arrangement as compared to issuing individual subleases. However, there are some
disadvantages associated with the cooperative approach. First, given the operational limitations
associated with a cooperative, all farm locations would need to be in a single centralized
location, which would limit permitting options. Second, given that this is an unfamiliar
organizational structure for the West Coast shellfish industry, it is unclear if potential applicants
ATTACHMENT 1 44
Ventura Port District -7- January 5, 2017
will be amenable to a cooperative organizational structure, or would prefer operational autonomy
and independence from other shellfish companies.
4. Option 4: Joint Venture or Public-Private Partnership
The final option is for the District to take an active proprietary role in the development
and operation of the proposed mussel farm. Under this option, the District would enter into a
joint venture agreement or another form of public/private partnership with the VSE or a shellfish
company or companies to jointly permit, develop, and operate the aquaculture operation.13
This
option would provide the greatest potential revenue stream to the District, which would not only
obtain lease revenue but also revenue from sales of the shellfish produced. Given that mussels
have a typical 1.5 to 2-year growth cycle, the VSE pro forma anticipates estimated losses of
approximately $750,000 in year one, gaining profitability by year three, and generating
approximately $800,000 in profit by year five. These amounts are in addition to landings fees
that could be collected by the District or waived depending on its level of involvement in the
partnership. The disadvantage of this option is that it would entail the most risk and upfront
financial and resources investment by the District in an industry that is relatively new in
Southern California.

13 This memorandum does not address any legal constraints or additional processes that may be required for the
District to establish such a joint venture or public/private partnership. While it appears that the District has general
authority to enter into such partnerships pursuant to Harbor and Navigation Code § 6297 (authorizing incurrence of
indebtedness for valid District purposes), § 6300 (permitting the contribution of money to defray costs of projects
within or without the limits of the District when such work will improve commerce within the waters of the
District), and § 6301 (authorizing work to aid in the improvement of commerce within the District), additional
analysis would be required in the event that the District is interested in pursuing this option.
ATTACHMENT 1 45

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