

Adjournment into Executive Session

All staff and public attendees are required to leave the meeting at this time. All decisions will be a
part of public record according to Government Code 54950 (The Brown Act).

Resume Regular Session

LAKE MERRITT/UPTOWN COMMUNITY BENEFIT DISTRICT

388 19th Street  Oakland, California 94612
Phone 510.452.4529  Fax 510.452.4530  info@lakemerritt-uptown.org  www.lakemerritt-uptown.org
 2

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.
 3

LAKE MERRITT/UPTOWN COMMUNITY BENEFIT DISTRICT

388 19th Street  Oakland, California 94612

Phone 510.452.4529  Fax 510.452.4530  info@lakemerritt-uptown.org  www.lakemerritt-uptown.org
 4

2
 5

3
 6

4
Lake Merritt/Uptown District Association
YTD Cash Summary- November 2018

Perm/Temp Variance Comments

Cash Available YTD Actual YTD Budget YTD Variance (For variance amounts of 10% and $10K)
Prior Year Carry Forward and Assessment Income $1,215,688.13 $1,198,087.96 $17,600.17 Favorable PV - August disbursement exceeded
budget.
Total Cash Available $1,215,688.13 $1,198,087.96 $17,600.17 See comment above.

Expenses
DISI $46,633.42 $49,458.33 $2,824.91 Favorable TV - strategic projects pending
implementation. Includes reimburable expenses
related to Soiled Dove marketing.

ORG $250,234.89 $270,711.25 $20,476.36 Favorable TV - budgeted rent increase on space at

1924 Franklin St. not yet implemented and percentage
of projected end of year bonus included in monthly
allocation for Staff Personnel.
SOBO $826,136.05 $779,779.00 ($46,357.05) Unfavorable TV - Hours billed exceed contracted
amount. Staff worked with BBB to strategically front
load ambassador hours during renewal and is working
to bring budget back into alignment by end of year. We
anticipate an Unfavorable PV of no more than
$12,500.00 in this line item to be absorbed by expense
category underdspend.

Total Expenses $1,123,004.36 $1,099,948.58 ($23,055.78) See expense detail attached.

Cash Remaining $92,683.77 $98,139.38 ($5,455.61)

Current
Non-Assessment Funds - Contracted Contract Current Contract
Services Amount YTD Actual Remaining Funds Notes
Fox Theater Services (2018) $12,000.00 $12,000.00 $0.00 Total funds remaining from all four contract years is
$1,918.52
Current Contract Current Amount
Amount Invoiced Remaining Funds
City of Oakland $48,938.09 $39,711.20 $4,888.71 Payments made from this line item include expenses
related to renewal (P.U.M.A.), an allocation to support
OPD mounted unit, and payments to vendor for
maintenance of 1911 Telegraph and the 17th Street
BART Gateway.
Thor - 385 17th Street $3,670.58 $3,000.42 $2,082.78 Paid through June.
Total Non-Assessment Funds as of 11/31 $33,829.00
7
 10:19 AM Lake Merritt Uptown District Association
11/28/18
Cash Basis November 2018 Expenses
Curr. Actual Curr. Budget Curr. Variance Percent YTD Actual YTD Budget YTD Variance Percent Ann. Budget Variance Explanation

EXPENSES
DISTRICT IDENTITY (DISI)
Marketing 1,637.12 3,583.33 -1,946.21 45.69% 38,633.42 39,416.67 -783.25 98.01% 43,000.00
Misc. 0.00 41.67 -41.67 0.0% 0.00 458.33 -458.33 0.0% 500.00
Total DISI Projects 1,637.12 3,625.00 -1,987.88 45.16% 38,633.42 39,875.00 -1,241.58 96.89% 43,500.00
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 - event held 7/28 & 7/29
CBD Sponsored Events 0.00 416.67 -416.67 0.0% 3,000.00 4,583.33 -1,583.33 65.46% 5,000.00 Favorable PV - includes sponsorship Bike to Work Day.
Total Special Events 0.00 416.67 -416.67 0.0% 8,000.00 9,583.33 -1,583.33 83.48% 10,000.00
TOTAL (DISI) 1,637.12 4,041.67 -2,404.55 40.51% 46,633.42 49,458.33 -2,824.91 94.29% 53,500.00
ORGANIZATION
Non-personnel expenses
Accounting Expenses 0.00 0.00 0.00 0.0% 3,250.00 3,500.00 -250.00 92.86% 3,500.00 Favorable PV - tax filing completed.
Computer Service & Support 0.00 50.00 -50.00 0.0% 727.67 450.00 277.67 161.7% 600.00 Unfavorable PV - includes payments for IT support. Exceeds
annual budget.
Consulting & Legal Expenses 0.00 41.67 -41.67 0.0% 55.53 374.99 -319.46 14.81% 500.00
Fees & Permits 0.00 166.67 -166.67 0.0% 1,852.06 1,499.99 352.07 123.47% 2,000.00 Unfavorable TV - Includes IDA and CDA membership
renewal. W/in annual budget.
Insurance - Directors & Officers 0.00 0.00 0.00 0.0% 1,285.00 1,300.00 -15.00 98.85% 1,300.00 Paid in full.
Insurance - General Liability 0.00 0.00 0.00 0.0% 6,248.00 6,373.00 -125.00 98.04% 6,373.00 Paid in full.
Misc 116.65 125.00 -8.35 93.32% 2,306.50 1,375.00 931.50 167.75% 1,500.00 Unfavorable PV - includes payments for database
management software. Exceeds annual budget.
Rent 3,810.00 4,103.00 -293.00 92.86% 43,788.50 45,133.00 -1,344.50 97.02% 49,236.00 Favorable TV - budgeted rent increase has not yet been
implemented on space at 1924 Franklin St.
Office furniture & equipment 34.96 83.33 -48.37 41.95% 950.37 916.67 33.70 103.68% 1,000.00 Unfavorable TV - allocation to this line item reduced due to
budgetary restrictions.
Postage, shipping, delivery 0.00 20.83 -20.83 0.0% 150.33 229.17 -78.84 65.6% 250.00
Printing & copying 588.95 229.17 359.78 256.99% 2,462.04 2,520.83 -58.79 97.67% 2,750.00
Supplies -271.51 208.33 -479.84 -130.33% 2,389.38 2,291.67 97.71 104.26% 2,500.00 Unfavorable TV - includes purchase of printer ink. W/in annual
budget.
Telephone & telecommunications 630.60 125.00 505.60 504.48% 1,560.73 1,375.00 185.73 113.51% 1,500.00 Unfavorable PV - cost of basic phone service increased.
Total Non-personnel expenses 4,909.65 5,153.00 -243.35 95.28% 67,106.59 67,856.00 -749.41 98.9% 73,009.00
ORG/Special Projects
Annual Breakfast Meeting 0.00 0.00 0.00 0.0% 0.00 5,000.00 -5,000.00 0.0% 5,000.00 Funds to be expended on annual event.
Total ORG/Special Projects 0.00 0.00 0.00 0.0% 0.00 5,000.00 -5,000.00 0.0% 5,000.00
Personnel & Related 0.00 0.00 0.00 0.0% 0.00 0.00 0.00 0.0% 5,000.00
Staff Personnel 16,233.35 17,626.75 -1,393.40 92.1% 178,661.16 193,894.25 -15,233.09 92.14% 211,521.00 Favorable TV due to percentage of the projected end of year
bonus included in monthly allocation.

Training & Prof. Develop. -1,453.55 360.00 -1,813.55 -403.76% 4,467.14 3,961.00 506.14 112.78% 4,321.00 Unfavorable PV - includes costs associated with staff
attendance at IDA Conference and Emerging Leader
Fellowship.

Total Personnel & Related 14,779.80 17,986.75 -3,206.95 82.17% 183,128.30 197,855.25 -14,726.95 92.56% 215,842.00
TOTAL ORGANIZATION 19,689.45 23,139.75 -3,450.30 85.09% 250,234.89 270,711.25 -20,476.36 92.44% 293,851.00
SOBO
Clean and Safe 50,560.28 63,665.67 -13,105.39 79.42% 752,672.35 700,322.33 52,350.02 107.48% 763,988.00 Unfavorable TV - Hours billed exceed contracted amount.
Working with BBB to bring budget in line by years' end.
Misc SOBO expenses 1,069.70 833.33 236.37 128.37% 10,467.35 9,166.67 1,300.68 114.19% 10,000.00 Unfavorable PV - includes cost associated with storage and
parking of BBB vehicles. Exceeds annual budget.
8

Page 1 of 2
 10:19 AM Lake Merritt Uptown District Association
11/28/18
Cash Basis November 2018 Expenses
Curr. Actual Curr. Budget Curr. Variance Percent YTD Actual YTD Budget YTD Variance Percent Ann. Budget Variance Explanation
Program Coordinator 2,749.87 2,823.92 -74.05 97.38% 30,154.26 31,063.08 -908.82 97.07% 33,887.00 Favorable TV due to percentage of the projected end of year
bonus included in monthly allocation.
PROW Maintenance 0.00 3,066.08 -3,066.08 0.0% 25,500.74 33,726.92 -8,226.18 75.61% 36,793.00 Favorable TV - includes payment to artist for utility box
painting.
Watering 835.87 500.00 335.87 167.17% 7,341.35 5,500.00 1,841.35 133.48% 6,000.00 Unfavorable PV - watering expenses increased with
installation of new baskets. Exceeds annual budget.

TOTAL SOBO 55,215.72 70,889.00 -15,673.28 77.89% 826,136.05 779,779.00 46,357.05 105.95% 850,668.00
TOTAL EXPENSE 76,542.29 98,070.42 -21,528.13 78.05% 1,123,004.36 1,099,948.58 23,055.78 102.1% 1,198,019.00
9

Page 2 of 2
 LMUDA 2019 Proposed Annual Budget by Category

Revenue

Assessment Revenue 100% Collection $1,510,867.00

Projected Prior Year Balance - Carry
Forward $0.00
Assessment Revenue 97% collection $1,465,541.00
Total Income $1,465,541.00

Expenses

Category of Special Benefit Service Estimated Percentage Estimated Amount

Marketing and Economic
29% $428,070.00
Enhancements
Clean and Safe 68% $992,471.00
Reserve 3% $45,000.00
Total 100% $1,465,541.00

All proposed budget allocations are in line with what was proposed in the district management plan.
· Revenues for specific activities within the general activity categories (i.e. Clean and Safe and Marketing and
Economic enhancements) may be reallocated among specific activities from year to year based upon district needs
and budgets developed by the DOA board of directors. Up to 10% of revenues may be moved between the Clean
and Safe and Marketing and Economic Enhancement categories.
10
 11

LAKE MERRITT UPTOWN ASSOCIATION

388 19th Street  Oakland, California 94612

Phone 510.452.4529  Fax 510.452.4530  info@lakemerritt-uptown.org  www.lakemerritt-uptown.org
 12

OFFICE LEASE
LAKE MERRITT/UPTOWN DISTRICT ASSOCIATION and DOWNTOWN OAKLAND ASSOCIATION
th
388 19 Street, Oakland, CA 94612

This Lease between RAW Pointe Franklin, LLC, SMB Penn Franklin, LLC, JBB Franklin, LLC, BAT Franklin, LLC, and
Boris Edge Pointe Franklin, LLC, each a Delaware limited liability company, as tenants in common (collectively,
"Landlord"), and the LAKE MERRITT/UPTOWN DISTRICT ASSOCIATION, a ________________ and the
DOWNTOWN OAKLAND ASSOCIATION, a California nonprofit corporation (collectively, "Tenant"), is dated
November 20, 2018 (the “Effective Date”).

1. LEASE OF PREMISES. In consideration of the Rent (as defined in Article 5) and the provisions of this
Lease, Landlord leases to Tenant and Tenant leases from Landlord the Premises described in Section 2.o. below
upon and subject to all of the terms, conditions and provisions of this Lease. The Premises are located within the
Building described in Section 2.e and the Project described in Section 2.p. below. During the term of this Lease,
Tenant shall have the non-exclusive right (unless otherwise provided herein) in common with Landlord, other
tenants, subtenants and invitees, to use of the Common Areas described in Section 2.g. below.

2. DEFINITIONS. As used in this Lease, the following terms shall have the following meanings:

a. Additional Rent: Any cost, expense, liability, or amount that Tenant is required to pay under this
Lease, excluding Base Rent, but including any late charge or interest payable under the Lease.

b. Base Rent: “Base Rent” for the Premises is as set forth below:

For the Period Monthly Base Rent Monthly Base Rent

per Rentable Square
Foot
January 1, 2019 through January 31, 2019 $4.25 $6,069.00, subject to abatement
February 1, 2019 through December 31, 2019 $4.25 $6,069.00
January 1, 2020 through December 31, 2020 $4.38 $6,254.64
January 1, 2021 through December 31, 2021 $4.51 $6,440.28
January 1, 2022 through December 31, 2022 $4.65 $6,640.20
January 1, 2023 through December 31, 2023 $4.79 $6,840.12
January 1, 2024 through January 31, 2024 $4.93 $7,040.04

Base Rent Abatement Period. Provided no Default exists under the Lease, Tenant shall not be required to pay Base
Rent for the month of January, 2019 (the “Base Rent Abatement Period”). Landlord and Tenant acknowledge that
Base Rent for the Base Rent Abatement Period would otherwise be $6,069.00 (the “Base Rent Abatement
Amount”). Tenant acknowledges that such forgiveness is expressly conditioned on the absence of any Default
under the Lease, and in the event of such Default (i) such forgiveness shall terminate; (ii) the Base Rent shall
immediately return to Base Rent schedule set forth above, and (iii) Tenant shall immediately pay to Landlord all
previously abated Base Rent. Landlord and Tenant hereby acknowledge and agree that the requirement of the
payment of such Base Rent does not constitute a penalty or forfeiture, but rather only the reinstatement of Base
Rent otherwise due.

c. Base Year: The calendar year 2019.

d. Broker(s):

Landlord's: LCB Associates

Tenant's: None

e. Building: The commercial office building and other improvements commonly known as 1904
Franklin Street, in the city of Oakland (“City”), Alameda County (“County”), State of California.

1
1260200127/661848v1
 13

Lake Merritt/Uptown District Association Board of Directors

2017-2018

Person Elected Property Representing Committee Term Expiring

1 Deborah Boyer Swig Co./Kaiser Center ORG 2 years – 2019

President Officer term – 2018
2 Don Rogers CIM Group SOBO, ORG 2 years – 2018
Vice President Officer term – 2018

3 CJ Hirschfield Children’s Fairyland DISI, ORG 1 year – 2018

Secretary Officer term – 2018
4 Samantha Stires CCCEB SOBO, ORG 2 years – 2019
Treasurer Officer term – 2018
5 Terry Wood Kaiser Permanente - 2 years - 2019

6 Kim Bardakian Kapor Center for Social DISI 2 years - 2018

Impact
7 Jamie Choy Signature Development SOBO 2 years - 2018
Group
8 Dan Pitcock RECO/2406 Webster Street SOBO 2 years - 2018

9 Alex Kaffka Verdera Partners - 1 year - 2018

Business Tenant
10 Ke Norman Nailphoria Day Spa DISI 1 year - 2018
Business Tenant
11 Ramsey Wright Colliers International DISI 1 year -2018
Community at Large
 14

Proposed 2019 Meeting Schedule