REVISED

Meeting of the Joint Organization Committee

Monday, December 2, 2019 – 10:00 A.M.
CBD Offices – 388 19th Street
Agenda

1. Call to order, Deborah Boyer and Michelle Lane

2. Staff Presentation on 2019 vendor goals (OVM and BBB)

3. Approval of the minutes of the April 22, 2019 meeting Action Item

4. Year End Financial Review

5. Recommendation to the Board of Directors to approve preliminary operating budget

• DOA Action Item

• LMUDA Action Item

6. Discussion and approval of the fulfillment of 2018 and 2019 B Shuttle Sponsorship Action Item

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)

7. Recommendation to the Board of Directors to approve additional personnel compensation (OVM and BBB)

• DOA Action Item

• LMUDA Action Item

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 prio r 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.

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
 Joint Organization Committee Meeting
April 22, 2019 - 4:00 p.m.
The CBD Office – 388 19th Street

Present: Deborah Boyer, Michelle Lane (via phone), Tanicia Jackson, Samantha Stires,
Kim Bardakian, Mike Guerra
Absent: Don Rogers, Laurie Berberich, C.J. Hirschfield
Staff: Steve Snider, Andrew Jones, Victoria Decker, Tamiko Garner, Mauton Akran
General Counsel: Daniel Schacht

Discussions held and decisions made by the Joint Organization Committee

Subject Discussion Action
Call to order The meeting was called to order at 4:02p.m.
Public comment and
announcements
Approval of the minutes The minutes of January 9, 2019 meeting were Deborah moved, and
of the January 9, 2019 presented to the committee for review. Samantha Stires
meeting seconded the motion
to approve the
minutes of the January
9, 2019 meeting as
presented. The
motion was approved
unanimously. Mike
Guerra abstained.
Discussion of annual It was brought to staff’s attention that currently
assessment increase there is no mechanism by which to request an
request – Daniel Schacht assessment increase for FY19-20 due to the timing
General Counsel of submitting an annual report to the City in the
year following renewal.

Staff is working with the Deputy Director of the

Office of Economic and Workforce Development,
the city department that oversees the BID Program,
to identify an alternative process.

It is noted in the District Management Plan that an

increase can be implemented each year, but based
on the timing, the first increase may not take effect
until year three (FY20-21).
Other There is an opportunity to lease the T-Mobile space
to facilitate programming and positive activations
in the 13th and Broadway area in collaboration with
Visit Oakland and other entities
Next Meeting Date Not yet scheduled
Adjournment The meeting was adjourned at 5:16p.m.

Minutes taken by: Tamiko M. Garner, Administrative Coordinator

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
Downtown Oakland Association
YTD Cash Summary- November 2019

Perm/Temp Variance Comments

Cash Available YTD Actual YTD Budget YTD Variance (For variance amounts of 10% and $10K)
Assessment Income $1,883,702.01 $1,899,066.00 ($15,363.99) Unfavorable PV - 2019 disbursements less than budget.
Due to a P.U.M.A. database error, a LMUDA property was
inadvertantly assessed by both DOA and LMUDA - a
reimbursement in the amount of $4,731.66 was issued,
further reducing the 2019 assessment collection.
Less Reserve $57,000.00 $57,000.00 $0.00 Reserve reflects 3% of budgeted assessment collection.

Less Payments Made From Reserve $872.50 $0.00 $872.50 Includes loan origination fees and interest.

Total Cash Available $1,826,702.01 $1,842,066.00 ($15,363.99) See comment above

Expenses
Marketing and Branding $94,637.89 $131,902.84 $37,264.95 Favorable TV - strategic projects pending
implementation(e.g. Big Belly ad campaign, updated
marketing collateral, and website updates).
Administrative (ORG) $284,302.59 $326,430.17 $42,127.58 Favorable TV - includes percentage of projected end of
year bonus included in monthly allocation for Staff
Personnel.
Clean and Safe $1,129,206.63 $1,231,106.25 $101,899.62 Favorable TV - BBB is continuing to ramp up to contracted
service levels and PROW Maintenance projects,
specifically median work in expansion zones, are pending
implementation.

Total Expenses $1,508,147.11 $1,689,439.26 $181,292.15 See comments above and expense detail attached.
Cash Remaining $318,554.90 $152,626.74 $165,928.16

Current Current
District Profit to
Contract Amount Notes
Date
Non-Assessment Funds - Contracted Services Amount Invoiced
1111 Broadway $118,572.33 $81,521.00 $3,066.77

Clorox $180,949.94 $116,909.15 $8,405.34

EBALDC $39,266.86 $26,051.72 $1,920.15 Dedicated PT Ambassador.

Total Available Non-Assessment Funds as of 9/30/19 $43,640.74
*PV = Permanent Variance for the year.
*TV = Temporary Variance due to timing.
 10:27 AM Downtown Oakland Association
9/28/19
Cash Basis November 2019 Expenses

DOA YTD Variance Report - November 2019

*PV = Permanent Variance for the year.
*TV = Temporary Variance due to timing.
Curr. Actual Curr.Bud. Curr. Var. % Var. Permanent Variance Comments Temporary Variance Comments
Operating Expenses Variance - 10% and $10,000 - Summary Line Items

Marketing and Economic

Enhancements
Marketing and Branding
Marketing & Communications 11,749.07 36,666.67 24,917.60 32%
Digital Media Coordinator 35,192.19 37,486.17 2,293.98 94%
Public Space Programming 47,696.63 57,750.00 10,053.37 83%
Total Marketing and Branding 94,637.89 131,902.84 37,264.95 28%
Administrative Expenses
Accounting Expenses 3,383.75 3,500.00 116.25 97% *Permanent FV - line item fully expended in May.
Computer Service & Support 0.00 2,750.00 2,750.00 0%
Consulting & Legal Expenses 90.35 1,375.00 1,284.65 7%
Fees & Permits 926.90 1,833.33 906.43 51%
Insurance
Directors & Officers 487.00 1,430.00 943.00 34% *Permanent FV - line item fully expended in February.
General Liability 3,388.00 5,615.00 2,227.00 60% *Permanent FV - line item fully expended in February.
Misc. 2,063.80 4,125.00 2,061.20 50%
Rent 55,052.18 66,000.00 10,947.82 83%
Office Furniture & Equipment 6,783.15 6,875.00 91.85 99% Unfavorable TV - includes purchase of new office computers.

Postage, Shipping & Delivery 336.81 275.00 -61.81 122%

Printing & Copying 2,198.29 2,887.50 689.21 76%
Supplies 2,023.11 2,750.00 726.89 74%
Telephone & Telecommunications 2,463.91 2,291.67 -172.24 108%
Annual Stakeholder Event 573.57 5,500.00 4,926.43 10%
Staff Personnel 198,573.54 214,366.17 15,792.63 93%
Training & Prof. Develop. 5,958.23 4,856.50 -1,101.73 123%
Total Administrative Expenses 378,940.48 458,333.01 79,392.53 17%
Clean and Safe Enhancements
Clean and Safe 998,163.25 1,021,676.33 23,513.08 98% Favorable TV as BBB is actively hiring and ramping up to full
staffing levels, but rapidly catching up to budget.
Misc. 1,090.15 5,041.67 3,951.52 22%
Program Director 63,954.00 70,835.42 6,881.42 90%
Program Coordinator 37,169.00 38,661.33 1,492.33 96%
PROW Maintenance 28,830.23 94,891.50 66,061.27 30% Favorable TV due to strategic projects pending implementation.

Total Clean and Safe 1,129,206.63 1,231,106.25 101,899.62 8%

TOTAL EXPENSE 1,508,147.11 1,689,439.26 181,292.15 11%
 DOA 2020 Budget Worksheet

2019 2019 2019 2020

Anticipated Proposed
YTD Actual Budget Notes
Over/Underspend Budget
Income

Assessment Revenue (97% collection) 1,883,702.01 1,899,066.00 1,972,188.00

(Reserve) -872.50 -57,000.00 49,305.00
Total Assessment Revenue $1,882,829.51 $1,842,066.00 $ 1,922,883.00
Total Income $1,882,829.51 $1,842,066.00 $ 1,922,883.00
Expenses
Clean and Safe Enhancements
Clean and Safe 998,163.25 1,114,556.00 30,798.00 1,145,265.00 Includes estimated cost
to provide ambassadors
with more comprehensive
health insurance per BBB
proposal.
Misc. 1,090.15 5,500.00 1,500.00 5,000.00
Program Coordinator 37,169.00 42,176.00 0.00 79,594.00 Assumes 3% increase to
overall contract. Subject
to change.
Program Director 63,954.00 77,275.00 0.00 43,442.00 Assumes 3% increase to
overall contract. Subject
to change.
PROW Maintenance 28,830.23 103,518.00 0.00 147,691.00
Total Clean and Safe Enhancements $1,129,206.63 $1,343,025.00 $ 32,298.00 $ 1,420,992.00
Marketing and Economic Enhance.
Accounting Expenses 3,383.75 3,500.00 116.00 3,500.00
Annual Stakeholder Event 573.57 6,000.00 2,500.00 6,000.00
Computer Service & Support 0.00 3,000.00 3,000.00 3,000.00
Consulting and Legal Expenses 90.35 1,500.00 1,401.44 1,500.00
Digital Media Coordinator 35,192.19 40,894.00 0.00 42,121.00 Assumes 3% increase to
overall contract. Subject
to change.

Fees & Permits 926.90 2,000.00 988.84 2,000.00

Insurance
Directors & Officers 487.00 1,430.00 487.00 750.00 No increase for 2020.

General Liability 3,388.00 5,615.00 3,388.00 4,000.00 No increase for 2020.

Marketing and Communications 11,749.07 40,000.00 5,000.00 40,000.00

Misc 2,063.80 4,500.00 2,400.00 3,000.00
Office furniture & equipment 6,783.15 7,500.00 717.00 7,500.00
Postage, shipping, delivery 336.81 300.00 -67.43 400.00
Printing & copying 2,198.29 3,150.00 950.00 3,000.00
Public Space Programming 43,184.13 63,000.00 15,000.00 63,000.00
Rent 55,052.18 72,000.00 11,943.08 70,000.00 Allocation based on
anticipated need -
assumes additional
charges for potential
access agreeement.
Staff Personnel 198,573.54 233,854.00 0.00 240,870.00 Assumes 3% increase to
overall contract. Subject
to change.
Supplies 2,023.11 3,000.00 792.97 2,500.00
Telephone & telecommunications 2,463.91 2,500.00 -75.00 2,750.00
Training & Prof. Development 5,958.23 5,298.00 -660.00 6,000.00
Total Marketing and Economic $ 374,427.98 $ 499,041.00 $ 50,699.62 $ 501,891.00
Enhancements
Total Expenses $1,503,634.61 $1,842,066.00 $ 82,997.62 $ 1,922,883.00

$ -
Lake Merritt Uptown District Association
YTD Cash Summary- November 2019

Perm/Temp Variance Comments

Cash Available YTD Actual YTD Budget YTD Variance (For variance amounts of 10% and $10K)
Assessment Income $1,424,404.50 $1,465,541.00 ($41,136.50) Unfavorable PV - all 2019 disbursements were less than
budgeted. The majority of this shortfall, $35,469.50, is due
to the non-payment of the manually billed assesments for
the properties known as the Uptown Apartments.
Less Reserve $42,000.00 $42,000.00 $0.00 Reserve reflects 3% of budgeted assessment collection.

Less Payments From Reserve $792.80 $0.00 $792.80 Includes loan origination fees and interest.

Total Cash Available $1,382,404.50 $1,423,541.00 ($41,136.50) See comment above

Expenses
Marketing and Branding $66,873.73 $66,361.50 ($512.23) Unfavorable TV - includes payments made to Ivy Hill
Entertainment for the AMP Oakland initiative. Within
annual budget.
Administrative (ORG) $230,279.24 $259,868.98 $29,589.74 Favorable TV - percentage of projected end of year bonus
included in monthly allocation for Staff Personnel.

Clean and Safe $693,966.30 $744,159.01 $50,192.71 Favorable TV - BBB is continuing to ramp up to contracted
service levels and PROW Maintenance projects,
specifically median work in expansion zones, are pending
implementation.
Total Expenses $991,119.27 $1,070,389.49 $79,270.22 See comments above and expense detail attached.
Cash Remaining $391,285.23 $353,151.51 $38,133.72

Total Available Non-Assessment Funds as of 9/30/19 $31,098.07

* PV = Permanent Variance for the year.
* TV = Temporary Variance due to timing.
10:27 AM Lake Merritt-Uptown District Association
09/28/19
Cash Basis November 2019 Expenses

LMUDA YTD Variance Report - November, 2019

* PV = Permanent Variance for the year.
* TV = Temporary Variance due to timing.
Curr. Actual Curr.Bud. Curr. Var. % Var. Permanent Variance Comments Temporary Variance Comments
Operating Expenses Variance - 10% and $10,000 - Summary Line Items
Marketing and Economic
Enhancements
Marketing and Branding
Marketing & Communications 10,037.58 9,374.99 -662.59 107%
Digital Media Coordinator 28,793.61 30,661.51 1,867.90 94%
Public Space Programming 28,042.54 26,325.00 -1,717.54 107%
Total Marketing and Branding 66,873.73 66,361.50 -512.23 -1%
Administrative Expenses
Accounting Expenses 3,383.75 3,500.00 116.25 97% Permanent FV - line item fully expended in May.
Computer Service & Support 264.68 1,125.00 860.32 24%
Consulting & Legal Expenses 90.35 750.01 659.66 12%
Fees & Permits 1,418.91 1,499.99 81.08 95%
Insurance
Directors & Officers 423.00 1,430.00 1,007.00 * Permanent FV - line item fully expended in February.
General Liability 5,347.00 6,005.00 658.00 * Permanent FV - line item fully expended in February.
Misc. 2,608.92 2,250.00 -358.92 116%
Rent 40,553.93 54,000.00 13,446.07 75% Permanent FV - we negotiated a lower rent on space at 1924 Franklin than
budgeted.
Office Furniture & Equipment 8,222.22 3,251.25 -4,970.97 253% Permanent UV - includes purchase of new office computers. Exceeds annual
budget.
Postage, Shipping & Delivery 161.59 225.00 63.41 72%
Printing & Copying 1,350.13 2,250.00 899.87 60%
Supplies 1,477.63 2,250.00 772.37 66%
Telephone & Telecommunications 2,074.79 1,499.99 -574.80 138%
Annual Stakeholder Event 0.00 3,749.99 3,749.99 0%
Staff Personnel 160,017.90 172,332.76 12,314.86 93% Favorable TV - percentage of projected end of year bonus included in
monthly allocation for Staff Personnel.
Training & Prof. Develop. 2,884.44 3,749.99 865.55 77%
Total Administrative Expenses 230,279.24 259,868.98 29,589.74 11%
Clean and Safe Enhancements

Clean and Safe 598,328.79 630,603.76 32,274.97 95% Favorable TV as BBB is actively hiring and ramping up to full staffing levels.

Misc. 1,536.65 4,341.01 2,804.36 35%

Program Director 39,474.00 43,716.74 4,242.74 90%
Program Coordinator 22,941.00 23,863.50 922.50 96%
PROW Maintenance 31,685.86 41,634.00 9,948.14 76%
Total Clean and Safe 693,966.30 744,159.01 50,192.71 7%
TOTAL EXPENSE 991,119.27 1,070,389.49 79,270.22 7%
 LMUDA 2020 Budget Worksheet

2019 2019 2019 2020

Anticipated Proposed
Actual Budget Notes
Over/Underspend Budget

Income
Assessment Revenue (97% collection) 1,424,404.50 1,465,541.00 1,555,481.00
(Reserve) -792.80 -42,000.00 -38,887.00
Total Assessment Revenue $1,423,611.70 $1,423,541.00 $1,516,594.00
Total Income $1,423,611.70 $1,423,541.00 $1,516,594.00
Expenses
Clean and Safe Enhancements
Clean and Safe 752,034.94 840,805.00 24,198.00 863,972.00 Includes estimated cost
to provide ambassadors
with more comprehensive
health insurance per BBB
proposal.

Misc. 1,927.51 5,788.00 1,500.00 3,083.00

Program Coordinator 28,039.00 31,818.00 0.00 32,773.00 Assumes 3% increase to
overall contract. Subject
to change.

Program Director 48,246.00 58,289.00 0.00 60,038.00 Assumes 3% increase to

overall contract. Subject
to change.

PROW Maintenance 36,108.12 55,512.00 0.00 62,329.00

Total Clean and Safe Enhancements $ 866,355.57 $ 992,212.00 $ 25,698.00 $1,022,195.00

Marketing and Economic Enhance.

Accounting Expenses 3,383.75 3,500.00 116.00 3,500.00
Annual Stakeholder Event 573.56 5,000.00 2,500.00 6,000.00
Computer Service & Support 264.68 1,500.00 1,211.26 1,500.00
Consulting & Legal Expenses 90.35 1,000.00 901.44 1,000.00
Digital Media Coordinator 35,192.19 40,882.00 0.00 42,109.00 Assumes 3% increase to
overall contract. Subject
to change.
Fees & Permits 1,418.91 2,000.00 582.00 2,000.00
Insurance
Directors & Officers 423.00 1,430.00 1,007.00 423.00 No increase for 2020.

General Liability 5,347.00 6,005.00 658.00 5,347.00 No increase for 2020.

Marketing and Communications 15,989.51 12,500.00 -3,489.51 40,000.00 Allocation based on

anticipated need.
Misc 2,800.66 3,000.00 0.00 3,000.00
Office furniture & equipment 8,420.27 4,335.00 4,085.27 5,000.00
Postage, shipping, delivery 221.88 300.00 57.95 350.00
Printing & copying 1,902.00 3,000.00 925.09 3,000.00
Public Space Programming 37,550.34 35,100.00 2,450.00 63,000.00 Allocation based on
anticipated need.
Rent 54,162.43 72,000.00 12,913.71 70,000.00 Allocation based on
anticipated need -
assumes additional
charges for potential
access agreeement.
Staff Personnel 195,377.18 229,777.00 0.00 236,670.00 Assumes 3% increase to
overall contract. Subject
to change.

Supplies 1,811.35 3,000.00 1,023.98 3,000.00

Telephone & telecommunications 2,537.94 2,000.00 -650.00 2,500.00
Training & Prof. Development 6,148.94 5,000.00 1,148.00 6,000.00
Total Marketing and Economic $ 373,615.94 $ 431,329.00 $ 26,580.64 $ 494,399.00
Enhancements
Total Expenses $1,239,971.51 $1,423,541.00 $ 52,278.64 $1,516,594.00

$ -
 DRAFT
AGREEMENT
BETWEEN
THE CITY OF OAKLAND
AND
THE DOWNTOWN OAKLAND ASSOCIATION AND LAKE MERRITT/UPTOWN
DISTRICT ASSOCIATION
FOR THE BROADWAY SHUTTLE

This Agreement is entered into by and among the City of Oakland, a municipal corporation
(“City”), the Downtown Oakland Association, and the Lake Merritt/Uptown District Association
(together, the “CBDs”), as of the ___ day of ____________, 2018.

SECTION I

RECITALS

1. On August 25, 2010, the City and the CBDs entered into an agreement whereby the CBDs
became a $32,000 sponsor of Year 1 of the City of Oakland Free Broadway Shuttle (the
“Broadway Shuttle”).

2. On August 10, 2011, the City and the CBDs entered into an agreement whereby the CBDs
became a $32,000 sponsor of Year 2 of the Broadway Shuttle.

3. On May 14, 2012, the City and the CBDs entered into an agreement whereby the CBDs
became a $32,000 sponsor of Year 3 of the Broadway Shuttle.

4. On May 19, 2013, the City and the CBDs entered into an agreement whereby the CBDs
became a $32,000 sponsor of Year 4 of the Broadway Shuttle.

5. On March 21, 2014, the City and the CBDs entered into an agreement whereby the CBDs
became a $36,000 sponsor of Year 5 of the Broadway Shuttle.

6. On May 15, 2015, the City and the CBDs entered into an agreement whereby the CBDs
became a $36,000 sponsor of Year 6 of the Broadway Shuttle.

7. On May 11, 2016, the City and the CBDs entered into an agreement whereby the CBDs
became a $36,000 sponsor of Year 7 of the Broadway Shuttle

8. On October 04, 2017, the City and the CBD’s entered into an agreement whereby the CBDs
became a $36,000 sponsor of Year 8 of the Broadway Shuttle

9. The Broadway Shuttle improves the vitality of the Downtown, Lake Merritt and Uptown
districts by improving accessibility into and within these districts, and promoting the growth
of local restaurants and other businesses.

Agreement between City of Oakland and Downtown Oakland & Lake Merritt/Uptown District Associations
Page 1
10. The Broadway Shuttle makes office tenant spaces more attractive for prospective
companies by connecting BART, Jack London Amtrak and the Ferry stations to office
buildings, places of business and other destinations.

11. The City and the CBDs wish to continue Broadway Shuttle Day Operations (Monday-
Friday 7am-7pm), and Night Operations (Monday-Friday 7pm-10pm).

12. Under a Transit Service Agreement, dated September 7, 2016 (the “Transit Service
Agreement”), by and between the City and Alameda-Contra Costa Transit District (“AC
Transit”), AC Transit has agreed to operate the Broadway Shuttle at frequencies of
approximately 11-minutes during peak hours and approximately 16-minutes during off-peak
hours (peak and off-peak hours defined below).

NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

SECTION II

PARTY OBLIGATIONS

1. The term of this Agreement is one (1) year, from January 1, 2018 to December 31, 2018 to
support Broadway Shuttle Day Operations (Monday-Friday 7am-7pm).

2. The City will continue to make every attempt to resume all Night Operations (Monday-
Thursday 7pm-10pm, Friday 7pm-1am, and Saturday 6pm-1am).

3. The Broadway Shuttle service shall remain in effect until at least December 31, 2018.

4. The CBDs shall pay thirty-six thousand dollars ($36,000) to the City on or earlier than
October 15, 2018 to support Shuttle operations, signage, vehicle wraps, educational
brochures, advertising, project management staff costs, and feasibility analysis of the Shuttle
service. This payment shall be payable to the “City of Oakland” and mailed to:

Attention: Bruce Williams

City of Oakland
250 Frank H Ogawa Plaza, Suite #4344
Oakland, CA 94612

5. The Broadway Shuttle service “peak hours” shall be defined as: 7:00am-9:00am; 11:00am-
1:00pm; and 5:00pm-7:00pm. The Broadway Shuttle service currently includes 19 total
stops, including 13 stops within the Downtown Oakland Association and Lake
Merritt/Uptown District Association boundaries. No modifications to the Broadway Shuttle
route, service hours or frequency shall be made without prior notice and input from the
CBDs.

Agreement between City of Oakland and Downtown Oakland & Lake Merritt/Uptown District Associations
Page 2
6. The City reserves the right to terminate its Transit Service Agreement if the Broadway
Shuttle service is not meeting the City’s expectations for customer service and/or
performance. However, if the Transit Service Agreement is terminated, the City shall make
reasonable attempts to secure a new Transit Service Agreement with a different operator
prior to the conclusion of AC Transit’s service in order to ensure that there is no
interruption in the Broadway Shuttle service.

7. In the event that the City terminates the Transit Service Agreement and enters into a new
agreement with a different operator to provide the Shuttle service within the term of this
Agreement, the CBDs funding obligation under this Agreement shall remain in effect.

8. If the Transit Service Agreement is terminated prior to the end of the term of this
Agreement, and the City does not enter into a new agreement with a different operator to
provide the Broadway Shuttle service within the term of this Agreement, or if the City
otherwise terminates or materially reduces the Daytime Operations of the Broadway Shuttle
service during the term, the City shall refund to the CBDs a prorated amount of the CBDs
payments made under this Agreement. This section does not limit any other remedy
available to a Party under this agreement.

9. The City shall make every reasonable attempt to prominently place each of the two CBDs
logos on all Shuttle marketing and promotional materials, including brochures, posters and
website; place the CBDs logos on the exterior of the Broadway Shuttle vehicles; and
mention the CBDs as a Broadway Shuttle sponsor in press releases.

10. Upon request from the CBDs, the City shall share quarterly ridership data summaries for the
Broadway Shuttle using Automated Passenger Counter with infrared technology. Ridership
data can include trip data broken down by hour, days of the week and Shuttle stop.

11. Upon request from the CBDs, the City shall share quarterly on-time performance data
summaries for the Broadway Shuttle using the Automated Vehicle Location (AVL) system.
Reports shall include the number of occurrences that buses depart a timed stop more than
one minute early, and arrive at a timed stop more five minutes late.

12. This Agreement may only be changed, modified or extended by written agreement of all
parties.

13. The City shall indemnify, defend, and hold harmless the CBDs, their directors, officers,
employees, and agents against any and all suits, claims or actions of any sort or nature,
including but not limited to injuries to or death of any persons, or for loss of or damage to
any property (including costs of attorney’s fees) arising out of the City’s performance under
this Agreement, or the City’s failure to comply with any of its obligations contained herein,
except any such injury, loss or damage caused by the negligence or willful misconduct of
the CBDs. The City further agrees to defend any and all such actions, suits or claims and
pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in
connection therewith; and if any judgment be rendered against the CBDs or any of the other
individuals enumerated above in any such action, the City at its expense shall satisfy and
discharge the same. This indemnity shall survive the termination of the Agreement.

Agreement between City of Oakland and Downtown Oakland & Lake Merritt/Uptown District Associations
Page 3
14. All of the terms, provisions and conditions of the Agreement hereunder shall be binding
upon and inure to the parties hereto and their respective successors, assigns and legal
representatives. Notwithstanding the preceding sentence, no party shall assign or transfer its
interest in this Agreement without the written consent of the other parties.

15. This Agreement contains the entire agreement of the parties with respect to matters
addressed herein, and supersede any prior negotiations. All prior or contemporaneous
agreements, understandings, representations, and statements are merged into this Agreement
and are of no further force or effect. Every provision of this Agreement is intended to be
severable. If any provision of this Agreement is held invalid, illegal, or unenforceable by a
court of competent jurisdiction, the validity, legality, and enforceability of the remaining
provisions shall not be affected or impaired.

16. This Agreement may be signed in multiple counterparts, which, when signed by all parties,
will constitute a binding agreement.

17. Nothing in this Agreement shall be deemed to create a partnership or agency relationship
between the CBDs and the City. Neither the CBDs nor the City shall do or suffer to be
done anything whereby it may be represented as a partner or agent of the other, nor make
any representation on behalf of the other or hold itself out as being able to bind the other
in any way.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth
above.

FOR CBDs FOR THE CITY

Deborah Boyer, President, Lake Sabrina Landreth,

Merritt/Uptown District Association City Administrator

Approved as to form and legality:

Michelle Lane, President, Downtown Oakland
Association

Deputy City Attorney

Agreement between City of Oakland and Downtown Oakland & Lake Merritt/Uptown District Associations
Page 4
 DRAFT
AGREEMENT
BETWEEN
THE CITY OF OAKLAND
AND
THE DOWNTOWN OAKLAND ASSOCIATION AND LAKE MERRITT/UPTOWN
DISTRICT ASSOCIATION
FOR THE BROADWAY SHUTTLE

This Agreement is entered into by and among the City of Oakland, a municipal corporation
(“City”), the Downtown Oakland Association, and the Lake Merritt/Uptown District Association
(together, the “CBDs”), as of the ___ day of ____________, 2019.

SECTION I

RECITALS

1. On August 25, 2010, the City and the CBDs entered into an agreement whereby the CBDs
became a $32,000 sponsor of Year 1 of the City of Oakland Free Broadway Shuttle (the
“Broadway Shuttle”).

2. On August 10, 2011, the City and the CBDs entered into an agreement whereby the CBDs
became a $32,000 sponsor of Year 2 of the Broadway Shuttle.

3. On May 14, 2012, the City and the CBDs entered into an agreement whereby the CBDs
became a $32,000 sponsor of Year 3 of the Broadway Shuttle.

4. On May 19, 2013, the City and the CBDs entered into an agreement whereby the CBDs
became a $32,000 sponsor of Year 4 of the Broadway Shuttle.

5. On March 21, 2014, the City and the CBDs entered into an agreement whereby the CBDs
became a $36,000 sponsor of Year 5 of the Broadway Shuttle.

6. On May 15, 2015, the City and the CBDs entered into an agreement whereby the CBDs
became a $36,000 sponsor of Year 6 of the Broadway Shuttle.

7. On May 11, 2016, the City and the CBDs entered into an agreement whereby the CBDs
became a $36,000 sponsor of Year 7 of the Broadway Shuttle

8. On October 04, 2017, the City and the CBD’s entered into an agreement whereby the CBDs
became a $36,000 sponsor of Year 8 of the Broadway Shuttle

9. On [INSERT DATE 2018], the City and the CBD’s entered into an agreement whereby the
CBDs became a $36,000 sponsor of Year 9 of the Broadway Shuttle

Agreement between City of Oakland and Downtown Oakland & Lake Merritt/Uptown District Associations
Page 1
10. On [INSERT DATE 2019], the City and the CBD’s entered into an agreement whereby the
CBDs became a $36,000 sponsor of Year 10 of the Broadway Shuttle

11. The Broadway Shuttle improves the vitality of the Downtown, Lake Merritt and Uptown
districts by improving accessibility into and within these districts, and promoting the growth
of local restaurants and other businesses.

12. The Broadway Shuttle makes office tenant spaces more attractive for prospective
companies by connecting BART, Jack London Amtrak and the Ferry stations to office
buildings, places of business and other destinations.

13. The City and the CBDs wish to continue Broadway Shuttle Day Operations (Monday-
Friday 7am-7pm), and Night Operations (Monday-Friday 7pm-10pm).

14. Under a Transit Service Agreement, dated September 7, 2016 (the “Transit Service
Agreement”), by and between the City and Alameda-Contra Costa Transit District (“AC
Transit”), AC Transit has agreed to operate the Broadway Shuttle at frequencies of
approximately 11-minutes during peak hours and approximately 16-minutes during off-peak
hours (peak and off-peak hours defined below).

NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

SECTION II

PARTY OBLIGATIONS

1. The term of this Agreement is one (1) year, from January 1, 2019 to December 31, 2019 to
support Broadway Shuttle Day Operations (Monday-Friday 7am-7pm).

2. The City will continue to make every attempt to resume all Night Operations (Monday-
Thursday 7pm-10pm, Friday 7pm-1am).

3. The Broadway Shuttle service shall remain in effect until at least December 31, 2019.

4. The CBDs shall pay thirty-six thousand dollars ($36,000) to the City on or earlier than
October 15, 2019 to support Shuttle operations, signage, vehicle wraps, educational
brochures, advertising, project management staff costs, and feasibility analysis of the Shuttle
service. This payment shall be payable to the “City of Oakland” and mailed to:

Attention: Bruce Williams

City of Oakland
250 Frank H Ogawa Plaza, Suite #4344
Oakland, CA 94612

Agreement between City of Oakland and Downtown Oakland & Lake Merritt/Uptown District Associations
Page 2
5. The Broadway Shuttle service “peak hours” shall be defined as: 7:00am-9:00am; 11:00am-
1:00pm; and 5:00pm-7:00pm. The Broadway Shuttle service currently includes 19 total
stops, including 13 stops within the Downtown Oakland Association and Lake
Merritt/Uptown District Association boundaries. No modifications to the Broadway Shuttle
route, service hours or frequency shall be made without prior notice and input from the
CBDs.

6. The City reserves the right to terminate its Transit Service Agreement if the Broadway
Shuttle service is not meeting the City’s expectations for customer service and/or
performance. However, if the Transit Service Agreement is terminated, the City shall make
reasonable attempts to secure a new Transit Service Agreement with a different operator
prior to the conclusion of AC Transit’s service in order to ensure that there is no
interruption in the Broadway Shuttle service.

7. In the event that the City terminates the Transit Service Agreement and enters into a new
agreement with a different operator to provide the Shuttle service within the term of this
Agreement, the CBDs funding obligation under this Agreement shall remain in effect.

8. If the Transit Service Agreement is terminated prior to the end of the term of this
Agreement, and the City does not enter into a new agreement with a different operator to
provide the Broadway Shuttle service within the term of this Agreement, or if the City
otherwise terminates or materially reduces the Daytime Operations of the Broadway Shuttle
service during the term, the City shall refund to the CBDs a prorated amount of the CBDs
payments made under this Agreement. This section does not limit any other remedy
available to a Party under this agreement.

9. The City shall make every reasonable attempt to prominently place each of the two CBDs
logos on all Shuttle marketing and promotional materials, including brochures, posters and
website; place the CBDs logos on the exterior of the Broadway Shuttle vehicles; and
mention the CBDs as a Broadway Shuttle sponsor in press releases.

10. Upon request from the CBDs, the City shall share quarterly ridership data summaries for the
Broadway Shuttle using Automated Passenger Counter with infrared technology. Ridership
data can include trip data broken down by hour, days of the week and Shuttle stop.

11. Upon request from the CBDs, the City shall share quarterly on-time performance data
summaries for the Broadway Shuttle using the Automated Vehicle Location (AVL) system.
Reports shall include the number of occurrences that buses depart a timed stop more than
one minute early, and arrive at a timed stop more five minutes late.

12. This Agreement may only be changed, modified or extended by written agreement of all
parties.

13. The City shall indemnify, defend, and hold harmless the CBDs, their directors, officers,
employees, and agents against any and all suits, claims or actions of any sort or nature,
including but not limited to injuries to or death of any persons, or for loss of or damage to
any property (including costs of attorney’s fees) arising out of the City’s performance under
this Agreement, or the City’s failure to comply with any of its obligations contained herein,

Agreement between City of Oakland and Downtown Oakland & Lake Merritt/Uptown District Associations
Page 3
 except any such injury, loss or damage caused by the negligence or willful misconduct of
the CBDs. The City further agrees to defend any and all such actions, suits or claims and
pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in
connection therewith; and if any judgment be rendered against the CBDs or any of the other
individuals enumerated above in any such action, the City at its expense shall satisfy and
discharge the same. This indemnity shall survive the termination of the Agreement.

14. All of the terms, provisions and conditions of the Agreement hereunder shall be binding
upon and inure to the parties hereto and their respective successors, assigns and legal
representatives. Notwithstanding the preceding sentence, no party shall assign or transfer its
interest in this Agreement without the written consent of the other parties.

15. This Agreement contains the entire agreement of the parties with respect to matters
addressed herein, and supersede any prior negotiations. All prior or contemporaneous
agreements, understandings, representations, and statements are merged into this Agreement
and are of no further force or effect. Every provision of this Agreement is intended to be
severable. If any provision of this Agreement is held invalid, illegal, or unenforceable by a
court of competent jurisdiction, the validity, legality, and enforceability of the remaining
provisions shall not be affected or impaired.

16. This Agreement may be signed in multiple counterparts, which, when signed by all parties,
will constitute a binding agreement.

17. Nothing in this Agreement shall be deemed to create a partnership or agency relationship
between the CBDs and the City. Neither the CBDs nor the City shall do or suffer to be
done anything whereby it may be represented as a partner or agent of the other, nor make
any representation on behalf of the other or hold itself out as being able to bind the other
in any way.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth
above.

FOR CBDs FOR THE CITY

Deborah Boyer, President, Lake Sabrina Landreth,

Merritt/Uptown District Association City Administrator

Approved as to form and legality:

Michelle Lane, President, Downtown Oakland
Association

Deputy City Attorney

Agreement between City of Oakland and Downtown Oakland & Lake Merritt/Uptown District Associations
Page 4
Agreement between City of Oakland and Ellis Partners, LLC
June 14, 2010
Page 5
 Proposed 2020 Meeting Schedule

Month Meeting Date and time

January ORG Committee Wednesday, January 8 - 9:00 a.m.
Joint Board Wednesday, January 22 - 8:30 a.m.

February Clean & Safe Wednesday, February 12 - 12:00 p.m.

Marketing & Branding Thursday, February 20 - 11:00 a.m.

March DOA Board Wednesday, March 4 - 11:00 a.m.

LMUDA Board Wednesday, March 4 - 8:30 a.m.

April Clean & Safe Wednesday, April 15 - 12:00 p.m.

May DOA Board Wednesday, May 6 - 11:00 a.m.
LMUDA Board Wednesday, May 6 - 8:30 a.m.
Marketing & Branding Thursday, May 21- 11:70 p.m.
June Clean & Safe Wednesday, June 17 - 12:00 p.m.

July No meetings
August DOA Board Wednesday, August 5 - 11:00 a.m.
LMUDA Board Wednesday, August 5 - 8:30 a.m.
Clean & Safe Wednesday, August 19 - 12:00 p. m.
Marketing & Branding Thursday, August 20 - 11:00 a.m.
September No meetings
October DOA Board Wednesday, October 7 - 11:00 a.m.
LMUDA Board Wednesday, October 7 - 8:30 a.m.
Clean & Safe Wednesday, October 21 - 12:00 p.m.

November Marketing & Branding Wednesday, November 19 - 12:00 p.m.

December DOA Board Wednesday, December 2 - 11:00 a.m.
LMUDA Board Thursday, December 2 - 8:30 a.m.
Clean & Safe Wednesday, December 16 - 12:00 p.m.