DOWNTOWN OAKLAND ASSOCIATION BOARD OF DIRECTORS MEETING WEDNESDAY, OCTOBER 5TH, 2011-1:00 P.M.

CITY CENTER 5 STAR CONFERENCE ROOM 110 500 12TH STREET

Present: JC Wallace, Chris Curtis, Martin Ward, Michelle Lane, Anagha Dandekar Clifford, Don Rogers, Laurie Berberich, Michael McGuire, Joseph Gallardo, Nancy Yee, Ke Norman, Andrew Brog Marco Li Mandri/Executive Director, Steve Snider/District Manager, Andrew Jones/District Services Coordinator, Victoria Decker/Office Manager Elizabeth Clark/FAB Tim Gallen and Nancy Amaral/Gallen Associates Meshana Valerio, Peter Birkholz,

Staff:

General Counsel: PR Consultant: Guests: Minutes:

Discussions held and decisions made by the Interim Board of Directors SUBJECT Call to order- JC Wallace, President Approval of the minutes of August 19th, 2011 DISCUSSION Introductions were made and JC Wallace called the meeting to order. The minutes of the August 19th meeting were presented to the board for review. ACTION?

Public Comment and Announcements

Steve outlined the work that the CBDs did to promote the Moneyball premiere, including the coordination of multiple restaurants to give Moneyball specials. He also commented that Sony did not show any desire to work with the city or the businesses in the area, despite the
DOWNTOWN OAKLAND ASSOCIATION

Michelle moved and Chris seconded the motion to approve the minutes as presented. The motion was approved unanimously. No action taken.

388 19th Street Oakland, California 94612 Phone 510.238.1122 Fax 510.452.4530 info@downtownoakland.org www.downtownoakland.org

Annual Nominations, report from Organization/Nominations Committee, process for seating of new Board members: a. Review of open seats b. Notification sent to all property owners listing nominees (see attached) c. Property Owner Seat Nominees recommended to the Board d. Nomination of business tenant and community at large reps to the Board, solicited by the Board Nomination of Officers for coming year: a. President b. Vice President c. Secretary d. Treasurer

CBDs reaching out to them. Philip Seymour Hoffman ate dinner at Ozumo. Michelle discussed SF Fleet Week Humanitarian Aid, and the photo exhibit that will open at 9th and Broadway for 2 to 3 weeks. She also mentioned that Lincoln will be shooting another commercial in Old Oakland. Michelle also noted that she is working with the city to develop a pop-up neighborhood with at least 4 retail stores. The users will have free rent for 6 months, beginning in November. She mentioned that CEDA has committed funding. Marco referred page 8 of the agenda packet and listed all open seats, as well as those who have been nominated. Marco noted that Carmen will no longer be working with CBRE and Ming Lee was not nominated. JC and Tori have a meeting scheduled with Kathy Claussen of CBRE to discuss their representation on the board. The property owner seat nominees are JC Wallace (SKS Investments), Chris Curtis (Metrovation), Laurie Berberich (1000 Broadway), Don Rogers (CIM Group), and Martin Ward (PSAI Realty). The Community At Large nominees are Ke Norman (Nailphoria) and Anagha Dandekar Clifford (Wendel, Rosen, Black and Dean)

Michelle moved and Anagha seconded the motion to accept the property owner seats as recommended to the board. The motion was approved unanimously. Chris moved and Laurie seconded the motion to approve 1 year terms for the Community At Large nominees. The motion was approved unanimously. Michelle Lane moved and Martian Ward seconded the motion to nominate JC Wallace for a 1 year term as President of the Downtown Oakland Association Board. The motion was approved unanimously. JC Wallace moved and Laurie Berberich seconded the motion to nominate

Marco outlined the current officers of the board and noted that all officers serve 1 year terms. Marco opened the floor to nominations for the President, Vice President, Secretary, and Treasurer. JC Wallace was nominated for Board President. Chris Curtis was nominated for Vice President. John Bruno was nominated for Secretary. Laurie Berberich was nominated for Treasurer.

Chris Curtis for a 1 year term as Vice President of the Downtown Oakland Association Board. The motion was approved unanimously. Martian Ward moved and Chris Curtis seconded the motion to nominate John Bruno for a 1 year term as Secretary of the Downtown Oakland Association Board. The motion was approved unanimously. JC Wallace moved and Chris Curtis seconded the motion to nominate Laurie Berberich for a 1 year term as Treasurer of the Downtown Oakland Association Board. The motion was approved unanimously. Chris moved and Laurie seconded the motion to adopt the financial report. The motion was approved unanimously.

Financial Report

Tori referred to the financial report on pages 1315 of the agenda packet and highlighted significant variances. She reported that YTD, we have collected more revenue than anticipated. Marco noted that the excess assessment is money that was owed to the organization from unpaid property taxes from the previous year. Tori stated that there is a positive variance in DISI projects because the banner program has not yet been completed, but will be by the end of the year. She explained the negative variance in DISI Misc. was due to the support of PSAI/Old Oakland holiday tree lighting. Those funds were replenished by the board and are offset by Special Projects. Funds were also expended to

Budget approval process

purchase LED lights for a pop-up display. Funds were expended from the Public Space Development line item to purchase conceptual drawings for 13th Street from Sudhish Mohindroo. That amount was slightly over budget, but no more public space development is planned for the year. The Art & Soul sponsorship was a one-time expense and that line item is fully expended. Under Organization: Accounting, there is a variance due to an outstanding balance from 2009, which had to be paid before the 2010 audit could be initiated. Staff may return to the board requesting more money for the 2010 audit, but this may not occur until next year. There is a significant variance in Organization: Fees and Permits due to the board approved expense of membership in the California Downtown Association and the International Downtown Association. Another variance in Organization: Office Furniture and Equipment is due to authorized expenses for window replacement, window display and alarm expansion in the auxiliary office. Printing and Copying is still within our annual budget, but the year to date budget is running a variance due in large part to the expenses incurred in the Nominations mailings. Organization: Special Projects/Business Attraction and Retention the variance is offset by Comcast sponsorship of InOak events. The SOBO and DISI committees will propose budgets to the ORG committee who will send it along with their own committee budget to the board. Those budgets will be approved at the December meeting. The committee budgets should be finalized by Thanksgiving. Marco noted that there is no DOA chair for the DISI committee at this moment. Martin noted that the SOBO committee, assuming no significant carry-forward, will have a shortfall in the year 2012. Cutbacks will potentially occur to staffing levels. It was noted that there have been cost of living adjustments made for the service providers, but no adjustments have been made to revenue. Martin mentioned the option of raising the assessment. JC noted that raising the assessment would not affect the budget until the year 2013, and so the board should consider that at a later date, but for now we need to determine the best way to cope with

No action taken.

the shortfall. a) Direct SOBO Committee to review the RFP issued by the City of Oakland for parklets and come back to board with recommendation. b) Block by Block MemorandumCommunication between Block by Block and KoreatownNorthgate c) Update on Back of BART ledges-Marco and Andrew meeting and Robert Raburn Letter d) Meeting with Vitaly Troyan, Walter Cohen and Aliza Gallo regarding Medians and Master Encroachment Permit a) JC briefly defined a Parklet, and explained the RFP issued by the city for a pilot Parklet program. Staff has already identified multiple locations for such a project. Andrew discussed the potential for our Master Encroachment Permit to cover any Parklets in the district giving us the ability to have some quality control. A motion was proposed empowering the SOBO committee to make a determination as to whether or not we want to implement or respond to the City of Oakland RFP. Aliza noted that this is a pilot program and any responses to the RFP will provide them feedback for the overall program, and give the city an idea of its viability. b) Ted explained the incident that precipitated the conflict between Safety First and Block by Block which led to the misconception that Block by Block staff had been instructed to not communicate or cooperate with Safety First. Ted explained that Block by Block has made a point to know all other security teams in the area, including Safety First, and to foster communication with them. In response to this incident, Block by Block issued a memorandum stating that the intention and practice for all B by B employees is to offer immediate assistance to all property owners and to provide clear communication with local businesses and other security managers. c) Andrew explained that staff has been in contact with the lead architect for BART and the BART property manager. They are both advocating for us and pushing the permit through. We will be ready to install the planters soon. As of right now, the pilot program will be at the 19th Street station in Uptown only, because of DOA budget restraints. d) Andrew explained that staff met with the director of PWA (Vitaly Troyan), members of CEDA and other city staff including Mayors office staff on October 29th. At the meeting, Mr. Troyan indicated that he does not see any conflict between union charter and the work we would like to do. Troyan committed to giving us some support to help us look into our larger scale projects such as median work. He will be looking into the irrigation systems in the medians, and he Chris moved and Martin seconded the motion to empower the SOBO committee to determine if the Association should respond to the City of Oakland Parklet RFP. The motion was approved unanimously.

signed off on adding medians to our master encroachment permit. Andrew will follow up with Aliza on the expansion of the Master Encroachment Permit. Andrew also noted that there has been a grievance filed with the city against us by the union because of Peralta working in Snow Park. Arbitration is beginning in the next two months. Mr. Troyan does not want us to proceed with the landscaping until this issue is closed and a policy is established. The inclusion of a PWA representative on the SOBO committee and the board was also discussed at the meeting. Mr. Troyan advised waiting until the arbitration was over to pursue, but he will identify a potential employee for representation. JC noted that he wanted staff to work with Aliza to track the arbitration. JC discussed the possibility of moving money from the median budget to fund the back of BART project, because it is unlikely that we will be able to move forward with the median project this year. It was also mentioned that we recently received permission from the city to install hanging plant baskets down Broadway and that project should be completed by years end.

Annual Report to City

Expansion Update

Oakland Shines Update

Gallen Neilly Report

Marco indicated that the Annual Report to the city needs revision to comply with city formatting guidelines. He will rewrite the reports based upon the new conditions and submit them. Our goal is to have all the petitions done by the end of October. Steve will work with Shirley. We will move ahead with or without the Fox. Tori explained that the Oakland Shines contract has been fully executed; however, the program has run out of money. Derrick Rebello approached CBD staff and indicated that they would still honor the contract, but the incentives offered would not be the same. Our current objective is to Benchmark 1,000,000 square feet of office space through OS/PG&E to secure the $40,000.00. Nancy stated that the quarterly newsletter is in

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Approval of Consulting RFP for Land Use, Government Relations, and Grant Writing Services. Explanation of process Next Meeting ****************************** Selection of Oakland Venue Management as Staff Administrative contractor for the Downtown Oakland Association commencing January 1st, 2012

the final review process. Marco directed the board to the agenda packet to review Gallen.Neillys update. Nancy quickly listed the major accomplishments of the quarter including several press releases and an article to be published in the Business Xpansion Journal in the November/December issue. Steve noted that CIM and CBD staff have worked together to gather video footage for a potential business attraction video JC and Marco explained the need for these consultants to supplement the services of the current management team. They also outlined what budget is available for these positions, and the possibility that they could be filled by one to three entities. Marco noted that this RFP must be sent out by Friday. Wednesday, December 7th, 2011 Adjournment into Executive Session for Personnel Reasons There was a motion to approve the selection of Oakland Venue Management as Staff Administrative contactor for the Downtown Oakland Association, commencing January 1, 2012.

Chris moved and Michelle seconded the motion to approve distribution of the consultant RFP. Aliza Gallo abstained. No action taken. ********************** Chris Curtis moved and Martin Ward seconded the motion to approve the selection of Oakland Venue Management as Staff Administrative contractor for the Downtown Oakland Association, commencing January 1, 2012, and to assign the Joint ORG Committee and legal staff to work out final agreement based upon budget and scope of services. The motion was approved unanimously.

Minutes taken by: Fiona Simms and Tori Decker, Staff, Downtown Oakland Association and Marco Li Mandri, Primary Consultant, Downtown Oakland Association