DOWNTOWN OAKLAND ASSOCIATION

388 19th Street Oakland, California 94612

Phone 510.238.1122 Fax 510.452.4530 info@downtownoakland.org www.downtownoakland.org
BROWN ACT:
Government Code 54950 (The Brown Act) requires that a brief description of each item to be transacted or
discussed be posted at least 72 hours prior to a regular meeting. The Corporation posts agendas with the City at 1
Frank H. Ogawa Plaza, #101. Action may not be taken on items not posted on the agenda. Copies of the agenda
are available from the Downtown Oakland Association at 388 19th Street, Oakland, CA 94612. Meeting facilities
are accessible to persons with disabilities. If you require special assistance to participate in the meeting, notify our
office at 510 238-1122 at least 48 hours prior to the meeting.
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Downtown Oakland Association

YTD Cash Summary- September 2017

Perm/Temp Variance Comments

Cash Available YTD Actual YTD Budget YTD Variance (For variance amounts of 10% and $10K)
Prior Year Reserve and Assessment Income $1,183,221.92 $1,148,317.00 $34,904.92 Favorable PV - final disbursemement inclusive of
manually billed or City-owned properties received on
September 12th.

Reserve has been reduced by $10,059.51 in payments

to P.U.M.A. for renewal services to date and other
costs associated with renewal and $18,000.00 for B
Shuttle sponsorship. Actual remaining reserve is
Less Reserve $61,228.00 $61,228.00 $0.00 $33,168.49.

Total Cash Available $1,121,993.92 $1,087,089.00 $34,904.92 See comment above

Expenses
DISI $33,121.51 $42,874.98 $9,753.47 Favorable TV - strategic projects pending
implementation.
ORG $196,919.16 $217,896.48 $20,977.32 Favorable PV - budgeted rent increase not yet
implemented. Lower premium negotiated on GL
insurance policy. Favorable TV - Annual Event line item
has not been expended.
SOBO $495,213.76 $558,387.00 $63,173.24

Total Expenses $725,254.43 $819,158.46 $93,904.03 See comments above and expense detail attached.
Cash Remaining $396,739.49 $267,930.54 $128,808.95

Current Current
District Profit to
Non-Assessment Funds - Contracted Contract Amount Notes
Date
Services Amount Invoiced
Clorox $181,635.00 $84,623.04 $5,816.89 Current through July.

EBALDC 27,903.65 17,756.81 $17,756.81 Paid through August.

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10:27 AM Downtown Oakland Association
09/23/17
Cash Basis September 2017 Expenses

Curr. Actual Curr.Bud. Curr. Var. Percent YTD Actual YTD Bud. YTD Var. Percent Ann. Budget Variance Explanation
EXPENSES
DISTRICT IDENTITY (DISI)
Marketing 2,147.02 3,750.00 -1,602.98 57% 25,621.51 33,750.00 -8,128.49 75.92% 45,000.00 Favorable TV - strategic projects are pending implementation

Misc. 0.00 41.67 -41.67 0.0% 0.00 374.99 -374.99 0.0% 500.00
Total DISI Projects 2,147.02 3,791.67 -1,644.65 56.63% 25,621.51 34,124.99 -8,503.48 75.08% 45,500.00
Special Events
Arts & Culture 0.00 0.00 0.00 0.0% 5,000.00 5,000.00 0.00 100.0% 5,000.00 Art & Soul sponsorship fulfilled.
CBD Sponsored Events 0.00 416.67 -416.67 0% 2,500.00 3,749.99 -1,249.99 66.67% 5,000.00 Favorable TV - remaining funds have yet to be allocated.

Total Special Events 0.00 416.67 -416.67 0.0% 7,500.00 8,749.99 -1,249.99 85.71% 10,000.00
TOTAL DISI 2,147.02 4,208.34 -2,061.32 51% 33,121.51 42,874.98 -9,753.47 77.25% 55,500.00
ORGANIZATION
Non-Personnel Expenses
Accounting Expenses 0.00 0.00 0.00 0% 3,250.00 3,000.00 250.00 108.33% 3,000.00 Includes 2016 Tax Filing. Exceeds annual budget.
Computer Service & Support 0.00 83.33 -83.33 0% 135.35 750.01 -614.66 18.05% 1,000.00
Consulting & Legal Expenses 0.00 125.00 -125.00 0% 174.92 1,125.00 -950.08 15.55% 1,500.00
Fees & Permits 0.00 166.67 -166.67 0% 1,751.98 1,499.99 251.99 116.8% 2,000.00 Unfavorable TV - Includes CDA and IDA membership. Within
annual budget.
Insurance -Directors & Officers 0.00 0.00 0.00 0% 1,210.00 1,300.00 -90.00 93.08% 1,300.00 Paid in full.
Insurance -General Liability 0.00 0.00 0.00 0% 5,555.00 6,067.00 -512.00 91.56% 6,067.00 Favorable PV - negotiated lower premium.
Misc. 9.98 125.00 -115.02 8% 489.01 1,125.00 -635.99 43.47% 1,500.00
Rent 3,753.50 3,928.50 -175.00 96% 33,709.94 35,356.50 -1,646.56 95.34% 47,142.00 Favorable PV - budgeted rent increase has not yet been
implemented and increase will not be charged retroactively.
Office Furniture & Equipment 0.00 166.67 -166.67 0% 674.54 1,499.99 -825.45 44.97% 2,000.00
Postage, Shipping & Delivery 62.34 41.67 20.67 150% 145.66 374.99 -229.33 38.84% 500.00
Printing & Copying 455.01 250.00 205.01 182% 2,259.21 2,250.00 9.21 100.41% 3,000.00
Supplies 316.85 250.00 66.85 127% 1,301.80 2,250.00 -948.20 57.86% 3,000.00
Telephone & Telecommunications 76.96 125.00 -48.04 62% 904.56 1,125.00 -220.44 80.41% 1,500.00
Total Non-Personnel Expenses 4,674.64 5,261.84 -587.20 89% 51,561.97 57,723.48 -6,161.51 89.33% 73,509.00
ORG/Special Projects
Annual Breakfast Meeting 0.00 416.67 -416.67 0% 0.00 3,749.99 -3,749.99 0.0% 5,000.00 Favorable TV - funds to be expended on annual event.
Total ORG/Special Projects 0.00 416.67 -416.67 0% 0.00 3,749.99 -3,749.99 0.0% 5,000.00
Personnel & Related
Staff Personnel 15,689.22 17,047.00 -1,357.78 92% 141,662.04 153,423.00 -11,760.96 92.33% 204,564.00 Favorable TV due to percentage of the projected end of year bonus
included in monthly allocation.
Training & Prof. Develop. 37.73 333.33 -295.60 11% 3,695.15 3,000.01 695.14 123.17% 4,000.00 Unfavorable TV - includes costs associated with staff
attendance at WCUDF and IDA. Within annual budget.
Total Personnel & Related 15,726.95 17,380.33 -1,653.38 90% 145,357.19 156,423.01 -11,065.82 92.93% 208,564.00
TOTAL ORGANIZATION 20,401.59 23,058.84 -2,657.25 88% 196,919.16 217,896.48 -20,977.32 90.37% 287,073.00
SOBO
Clean and Safe 795.74 56,429.58 -55,633.84 1% 451,637.03 507,866.26 -56,229.23 88.93% 677,155.00 Favorable TV - August billing unpaid pending review.
Misc. SOBO Expenses 296.29 750.00 -453.71 40% 7,814.07 6,750.00 1,064.07 115.76% 9,000.00 Unfavorable TV - includes unanticipated purchase of uniforms and
paint.
Program Coordinator 2,172.73 2,238.42 -65.69 97% 19,325.78 20,145.74 -819.96 95.93% 26,861.00 Favorable TV due to percentage of the projected end of year bonus
included in monthly allocation.
PROW Maintenance 2,932.11 2,208.33 723.78 133% 13,653.67 19,875.01 -6,221.34 68.7% 26,500.00 Favorable TV -strategic projects are pending implementation.
Watering 0.00 416.67 -416.67 0% 2,783.21 3,749.99 -966.78 74.22% 5,000.00 Favorable PV - new drought tolerant plants do not require as
frequent watering as anticipated.
Total SOBO 6,196.87 62,043.00 -55,846.13 10% 495,213.76 558,387.00 -63,173.24 88.69% 744,516.00
TOTAL EXPENSE 28,745.48 89,310.18 -60,564.70 32.19% 725,254.43 819,158.46 -93,904.03 88.54% 1,087,089.00
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 DOA 2018 Proposed Annual Budget by Category

Revenue*
Assessment Revenue 100% Collection $1,030,172.00
Projected Prior Year Balance - Carry
Forward $145,000.00
Assessment Revenue 97% collection $999,267.00
Total Income $1,144,267.00

Expenses

Category of Special Benefit Service Estimated Percentage Estimated Amount

SOBO 64% $734,190.00

DISI 6% $66,000.00
Organization 26% $291,838.00
Reserve 3% $52,239.00
Total 100% $1,144,267.00

*Actual dollar amounts to be based on final accounting for YE 2017

8
 9

ASSOCIATE MEMBERSHIP AGREEMENT

Property Owner (You): Martin D. VonDurante

Property Address (the Property): 827 Washington St. Oakland, CA 94612
The Property is more specifically described in Exhibit A
Annual Assessment 2017: $8,079.95
Effective Date: November 1, 2017

The Downtown Oakland and Lake Merritt/Uptown District Associations were formed in 2009 in
order to foster economic growth in Downtown Oakland by creating sustainable jobs, attracting new
businesses, growing existing businesses, encouraging entrepreneurship, providing a clean and safe
environment for businesses, residents and employees and by providing an attractive cultural destination
for visitors. Over the last eight years, the districts have worked to create a robust marketing campaign
for Downtown Oakland (www.oaklandcentral.com), have grown our landscaping services to include
strategic public space activation and have expanded our ambassador program to 25 employees who
provide safety, maintenance and hospitality six days a week in the public rights of way. Additionally, we
have led a number of initiatives that enhance the quality of life for all stakeholders and continue to
explore news ways of optimizing our service delivery.

By becoming an Associate Member, you become a part of this impactful enterprise and can help
lead it into the future. We will work with you to identify ongoing needs and strategize best ways to
address key quality of life issues affecting the Property. Together we will work to promote the area
around the Property as a clean, safe and well-branded destination, and will be your partners in
continuing to move forward the revitalization of our Downtown.

Past Initiatives and Services Include:

Actively branding Downtown Oakland as a destination. Oakland Central is a Downtown

Oakland-focused marketing campaign designed to promote and support local businesses and
attract patrons to businesses throughout our Downtown. It is our flagship marketing initiative
that we use to create events, support retailers and showcase all the amazing things Downtown
has to offer.
Helping residents and visitors in need. Our security ambassador program provides residents,
businesses and visitors with street-level support and assistance. Our services have included
safety escorts, giving directions to pedestrians and, most importantly, engaging with those in
need and helping connect them with the support and critical services they may require.
Keeping Oakland clean. Our maintenance ambassador program helps keep your sidewalks and
streets clean through consistent graffiti removal, litter abatement and illegal dumping reporting
and removal. Our maintenance ambassadors are an integral part of the services we offer our

388 19th Street Oakland, California 94612

DOA Phone 510.238.1122 LMUDA Phone 510.452.4529 Fax 510.452.4530
info@downtownoakland.org www.downtownoakland.org
info@lakemerritt-uptown.org www.lakemerritt-uptown.org
#755101.4
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local merchants and citizens as they are our first line of defense when addressing quality of life
issues in our Downtown.
Beautifying your neighborhood. We have installed 220 hanging baskets and 60 planters
throughout our districts and re-landscaped over 3,000 linear feet of street medians. These
projects coupled with our new trashcans, bike racks and wayfinding signage all contribute to a
more vibrant and beautiful Downtown.
Sponsoring community and cultural events. We have sponsored, supported, promoted and
produced numerous community events, programs and projects including: Art Murmur, First
Fridays, Thursday Night Live Concert Series, Art and Soul and the Oakland Music Festival.
Funding free, environmentally-responsible public transit. We have been major sponsors of the
Free Broadway Shuttle, an environmentally friendly transportation initiative connecting Uptown
to Jack London Square.
Restoring public spaces and amenities. We have worked with the City of Oakland and local
businesses to improve public outdoor spaces within our districts for the benefit of all
Oaklanders. Areas of improvement include: Latham Square, Franklin Square, 21 Web Plaza and
Frank Ogawa Plaza.

By signing below, you acknowledge that you understand and agree to be bound by terms and conditions
of this Associate Membership Agreement, including this Letter and its attached Terms & Conditions.

LAKE MERRITT/UPTOWN DISTRICT DOWNTOWN OAKLAND ASSOCIATION, a

ASSOCIATION OF OAKLAND, a California California nonprofit corporation
nonprofit corporation

__________________________ __________________________
Deborah Boyer, President Michelle Lane, President

The Ratto Block Building

__________________________
Martin D. VonDurante

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 11

Associate Membership Agreement Terms and Conditions

This Associate Membership Agreement, including the above Letter and these Terms and Conditions
(together, the Agreement) is entered into as of the Effective Date, by and between Lake
Merritt/Uptown District Association of Oakland and Downtown Oakland Association, each a California
nonprofit corporation (collectively, CBDs), on the one hand, and You (the Associate Member), on the
other hand. With this Agreement, the CBDs agree to provide security, cleaning, and related services (the
Services) to the Associate Member within the area identified in the attached Exhibit A, which Is
hereby incorporated into this Agreement. The CBDs and the Associate Member are sometimes referred
to in this Agreement each as a Party and together as the Parties.

1. Payment. The Associate Member shall pay the CBDs the Annual Assessment, in prorated
installments, payments to be made monthly upon receipt of invoice for services. The Associate Member
may request additional, specific, or other Services from the CBDs, which the CBDs may, at their sole and
absolute discretion, agree to provide. Any other payment for Services shall be paid within thirty (30)
days of the Associate Members receipt of an invoice from the CBDs. Upon receipt of an invoice from the
CBDs, including for prepaid Services, the Associate Member shall have thirty (30) days to (i) pay any
undisputed outstanding amount and (ii) provide a specific written description of any disputed amount.
Subject to Section 2 below, the CBDs may change the scope of the Services, increase the rates for any
Service, and/or increase any subsequent Annual Assessment upon forty-five (45) days written notice.

2. Term. The term of this Agreement is one year from the Effective Date and automatically
renews for additional annual term(s) unless prior notice is given by either Party thirty (30) days before
the end of then-current term. Each Party may terminate the Agreement for any reason upon thirty (30)
days prior written notice to the other Party. For sake of clarity, the Annual Assessment is refundable, on
a prorated basis and if applicable; the CBDs shall pay any such refund, subject to reasonable withholding
for any expected liability, within thirty (30) days of the end of the term.

3. Relationship of the Parties. This Agreement does not create a partnership or joint
venture between the Parties, no Party has any right pursuant to this Agreement to obligate or bind any
other Party in any manner, and nothing herein contained gives or is intended to give any rights of any
kind to any third parties. The term Membership does not reference or mean statutory member, as
defined in the California Corporations Code or any other provision of law; it has no legal significance and
is only intended to convey Your support of the CBDs.

4. Services. The provision of the Services is at the sole discretion of the CBDs and the
description of past Services is not a promise of future Services. Any safety or hospitality services
provided hereunder may be provided throughout the Lake Merritt/Uptown and/or Downtown Benefit
District, or elsewhere, and need not be focused on the area surrounding the Property. The CBDs may, at
their sole and absolute discretion, dispatch, or refuse to dispatch, Ambassadors or cleaning personnel to
any specific event or location at any time. Without limiting any term hereunder, in no event is any
Ambassador obligated to intervene in any criminal activity or risk any kind of injury. The Services do not
include, nor substitute in any way, for any security, cleaning, maintenance or other services the
Associate Member provides or is obligated to provide, whether to its residents, lessees, the general
public, or anyone else.

5. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF EXPECTATION OF

#755101.4
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PROFIT OR SALES) ARISING OUT OF A PARTYS PERFORMANCE OR NONPERFORMANCE OF THIS

AGREEMENT, REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES WERE DISCLOSED TO OR
BY SUCH PARTY OR COULD HAVE BEEN REASONABLY FORESEEN BY EITHER PARTY, AND REGARDLESS OF
THE CAUSE OF ACTION OR CLAIM, HOWSOEVER ARISING, IN CONTRACT, WARRANTY, TORT OR
OTHERWISE. THE TOTAL LIABILITY OF A PARTY FOR ANY CLAIM BY THE OTHER PARTY FOR ANY
DAMAGES NOT EXCLUDED BY THE PREVIOUS SENTENCE SHALL NOT EXCEED TWELVE THOUSAND
DOLLARS ($12,000). THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS PARAGRAPH REFLECT THE
ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO
THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. THE LIMITATION OF LIABILITY
PROVISIONS IN THIS PARAGRAPH SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

6. Conflict Resolution. Both parties agree that any dispute shall be first taken to non-
binding mediation by a mediator acceptable to both parties. Such mediation shall occur in Alameda
County within thirty (30) days following receipt of notice of the dispute. If any controversy between the
Parties arising out of this Agreement shall remain unresolved after five (5) days following the conclusion
of the mediation of the dispute, then such dispute shall be heard by a reference pursuant to the
provisions of California Code of Civil Procedure Section 638 et seq. in Alameda County. The Parties
irrevocably consent to the sole and exclusive jurisdiction of the courts of Alameda County for any
dispute relating to or arising from this Agreement. The Parties shall agree on a single referee who shall
then try all issues, whether of fact or law, and report a finding and judgment thereon. If the Parties are
unable to agree upon a referee, either Party may seek to have one appointed, pursuant to Code of Civil
Procedure Section 640. The cost of any mediation or reference proceeding shall be borne half by the
CBDs and half by the Associate Member; provided, however, the prevailing Party in any proceeding shall
be entitled, in addition to all other costs provided for herein, to recover their one half (1/2) contribution
for the cost of the reference as an item of damage or recoverable costs.

7. Miscellaneous. This Agreement sets forth the entire agreement and understanding of
the Parties, and merges and supersedes all prior agreements, writings, commitments, discussions and
understandings between them, relating to the specific subject matter herein. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by both Parties. Except for the requirement of timely dispute set forth in Section
1, no delay, omission, or failure to exercise any right or remedy provided for in this Agreement shall be
deemed to be a waiver thereof or an acquiescence in the event giving rise to such remedy, but every
such right or remedy may be exercised, from time to time, as may be deemed expedient by the Party
exercising such right or remedy. If any provision of this Agreement is determined by competent
authority to be prohibited or unenforceable in any jurisdiction, then: (i) such provision shall be excluded
from this Agreement as to such jurisdiction, solely to the extent of such prohibition or unenforceability,
and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction, (ii) the balance of the Agreement shall remain
valid and be interpreted as if such provision were so excluded and (iii) the balance of the Agreement
shall be enforceable in accordance with its terms. In any action or proceeding (including any arbitration,
reference proceeding or court action) arising in connection with or relating to this Agreement, the
prevailing party shall be entitled to recover all of the expenses and costs of such action or proceeding
together with its attorneys fees and executive time reasonably incurred in prosecuting or defending
such action, including any fees, costs and charges incurred in any prior mediation. The Agreement shall
not be assigned by either Party without the prior written consent of the other Party. The Associate
Member hereby acknowledges that in any action arising out of or relating to the performance of this
Agreement, it will not proceed against or seek recovery from any direct or indirect partner, member,

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advisor, director, officer, employee, shareholder, representative or agent of the CBDs but shall look
solely to the assets of the CBDs for the payment of any claim or for any performance.

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 14

Exhibit A
Property Description
827 Washington St. Oakland, CA 94612

For purposes of this Agreement, the Property includes only the highlighted areas.

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