Downtown Oakland Association and Lake Merritt/Uptown District Association

Joint Board of Directors Meeting

Wednesday, January 22, 2020 – 8:30 a.m.
Training Room of the Kaiser Center Conference Center – 300 Lakeside Drive, Ground Floor
Agenda

1. Call to Order – Michelle Lane and Deborah Boyer; Presidents

2. Public comment and announcements

3. Strategic Planning Session Overview

4. Approval of the minutes of the December 4, 2019 meeting Action Item

5. Year-end financial report

a. DOA Action Item
b. LMUDA Action Item

6. Approval of 2020 operating budgets

a. DOA Action Item
b. LMUDA Action Item

7. Confirm a recommendation to the boards to approve contracting with Block by Block for Clean &
Safe services in 2020 Action Item

8. Authorization to sponsor the California Downtown Association regional conference

a. DOA Action Item
b. LMUDA Action Item

9. Other

10. Next Meeting – Not Yet Scheduled

11. Adjournment

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 Lake Merritt/Uptown District 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
 Downtown Oakland Association and Lake Merritt/Uptown District Association
Joint Board of Directors Meeting
Wednesday, December 4, 2019 – 3:00 p.m.
Bar Shiru – 1611 Telegraph
Minutes

Present: Deborah Boyer, Michelle Lane, Laurie Berberich, Courtney Belanger, Jamie Choy, Sara
de la Riva, Elisse Douglass, Jamie Flaherty-Evans, Charise Fong Mike Guerra, Matt
Klimerman, Chris Kwei, Sara May, Yvette McCoy, Dan Pitcock, Shirin Raza, Grant
Rockwell, Don Rogers, Ruth Simon, Samantha Stires, Ramsey Wright

Absent: Kim Bardakian, Adam Chall, Tanicia Jackson, Ke Norman, Karissa Obeso-Govan, Greg
Pasquali, Nicole Price, Nancy Sarpa-Samuelson, Terry Wood

Staff: Steve Snider, Andrew Jones, Victoria Decker, Tamiko Garner, Mauton Akran

General Counsel: Daniel Schacht

Guests:

Discussions held and decisions made by the Board of Directors

SUBJECT DISCUSSION ACTION?
Call to order The meeting was called to order at 3:10p.m.
Public comment and It’s the last week of Soiled Dove.
announcements
Approval of the minutes of The minutes of the October 2, 2019 meeting were a. Laurie Berberich
October 2, 2019 presented to the board for review. moved and Michelle
a. DOA Lane seconded the
b. LMUDA motion to approve
the DOA minutes of
October 2, 2019. The
motion was approved
unanimously.

b. Yvette McCoy
moved and Deborah
Boyer seconded the
motion to approve
the LMUDA minutes
of October 2, 2019.
The motion was
approved
unanimously.
Financial report The reports were presented to the boards for review. Staff Mike Guerra moved
a. DOA noted that the reports were reviewed and recommended for and Sara May
b. LMUDA approval by the ORG Committee. seconded the motion
to approve the DOA
DOA cash available: $1,826,702.01 financial report. The
Total Marketing and Branding expenses: $94,637.89 motion was approved
Total ORG expenses: $284,302.59 unanimously.

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
2

Approval of preliminary 2020
operating budget
Removal and addition of check
signers on all LMUDA bank
accounts (LMUDA only)
Total Clean & Safe expenses: $1,129,206.63
Total Expenses: $1,508,147.11
Cash remaining: $318,554.90
Non-Assessment Funds: $113,548.00
LMU cash available of $1,382,40.50 Samantha Stires
Total Marketing and Branding expenses: $88,732.04 moved and Chris
Total ORG expenses: $284,883.90 Kwei seconded the
Total Clean & Safe expenses: $866,355.57 motion to approve
Total Expenses: $1239,971.51 the LMU financial
Cash remaining: $142,432.99 report. The motion
Non-Assessment Funds: $58,338.92 was approved
unanimously.
Staff reviewed the 2020 proposed budget allocation by Laurie Berberich
categories as follows: moved and Sara May
seconded the motion
As we are still finalizing budget numbers for 2020 to approve the DOA
but will have incurred expenses prior to final proposed budget.
The motion was
budget approval by the joint boards at our approved
January 22nd meeting, we are proposing the unanimously.
approval of a preliminary 2020 operating budget
to guide us through the first few weeks of
January. The preliminary budget worksheet Jamie Choy moved
and Sara de la Riva
included on pages 19 and 20 of the agenda seconded the motion
packet is in alignment with the district to approve the LMU
management plan budget allocations and has proposed budget.
been recommended for approval by the Joint The motion was
ORG Committee. The 2020 proposed budget is approved
unanimously.
the next to last column on each budget
worksheet.
This current draft of each budget includes an
anticipated increased assessment collection over
2019 due to additional building square footage
assessed in each district due to recent
development – for DOA that translates into an
additional $75,384.51 and for LMUDA, an
additional $92,721.50.
Budgets are built on a 97% collection rate with an
additional 3% held in reserve.
The only line items we anticipate seeing a
significant increase year over year is the Clean
and Safe line item in both districts. In order to
increase staff retention, we need to be more
competitive with regards to wages and other
compensation, so we are increasing the allocation
to include costs associated with and elevated
level of medical benefits for our ambassador
team.
(LMUDA item only)The composition of our Elisse Douglass
LMUDA executive committee changed at our moved and Chris
Kwei seconded the
annual elections meeting in October, and as motion to approve to
3

Consideration of 2018 and
2019 B Shuttle sponsorship
fulfillment
Preliminary 2020 Meeting
Schedule
Clean and Safe updates –
Andrew Jones
Marketing and Branding
updates – Steve Snider
Adjournment into Executive Session – 3:57pm
Discussion of additional
personnel compensation
members of the executive committee also serve remove check
as check signers, we need to remove LMUDA signers CJ
Hirschfield and
check signers CJ Hirschfield and Samantha Samantha Stires and
Stires and replace them with Ruth Simon, our replace with Ruth
new Treasurer, and Jamie Choy, our new Simon and Jamie
Secretary. Choy. The motion
was approved
unanimously.
The districts have been sponsors of the B Shuttle
since its inception in 2010 as we believe the
service to have great value to our stakeholders
and that it continues to promote environmental
sustainability and economic development by
reducing automobile trips and creating
connectivity among the downtown commercial
districts.
The program hit a bit of a rough patch in 2018
with the departure of Zach Seal from the city and
the transition of program oversight from economic
development to DOT where it fell to the
backburner and the districts were not receiving all
of the benefits of sponsorship. In 2019, DOT
renewed its commitment to ensuring the viability
of the program and convened a working group of
stakeholders to explore additional funding
opportunities and commissioned a City Council
approved study to identify the best long-term
solution for the shuttle. Working with AC Transit,
we were also able to hold the contract almost
steady at half price for 2 and a half years, with 2%
increases/year. ORG Committee recommends
fulfilling the commitment with available expense
category underspend. DOA $32,300.64, LMUDA
$25,294.09
Ambassador Team luncheon December 11 at noon.
13th Street is slated for install in January once the last
phase of the ADA review is completed and approved.
Steve Snider gave brief review of Marketing and Branding
projects for the year.
Below are the amounts and approvals for the combined Laurie Berberich
LMUDA and DOA year-end bonuses. The amounts moved and Courtney
should be billed 50/50 between the two districts. Belanger seconded
the motion to
OVM - $55,491.00 approve the
Al Burress - $8,000.00 recommendation to
Joe Sayparatha - $1,500.00 award Downtown
Ambassadors - $6,150.00 Oakland
Associations the
following year-end
compensation for
4
 final Board approval.
The motion was
approved
unanimously.

Deborah Boyer
moved and Sara de la
Riva seconded the
motion to approve
the recommendation
to award Lake Merritt
Uptown Associations
the following year-
end compensation
for final Board
approval. The motion
was approved
unanimously.
Adjournment from Executive Session – 4:06pm
Other

Next Meeting TBD

Adjournment The meeting was adjourned at 4:07p.m.

Minutes taken by: Tamiko Garner, Administrative Coordinator

5
Downtown Oakland Association
YTD Cash Summary- December 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 budgeted.
Awaiting delinquency report from the City to determine
which properties did not pay. Additionally, due to a
P.U.M.A. database error, a LMUDA property was
inadvertently 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 $143,897.00 $143,897.00 $0.00

Administrative (ORG) $355,144.00 $355,144.00 $0.00

Clean and Safe $1,343,025.00 $1,343,025.00 $0.00

Total Expenses $1,842,066.00 $1,842,066.00 $0.00 See comments above and expense detail attached.
Fully expended 2019 operating budget - undercollection
covered by budgeted Reserve.
Cash Remaining -$15,363.99 $0.00 ($15,363.99)

Current Current
District Profit to
Contract Amount Notes
Date
Non-Assessment Funds - Contracted Services Amount Invoiced
1111 Broadway $118,572.33 $90,608.57 $3,416.51

Clorox $180,949.94 $167,768.77 $8,976.24

EBALDC $39,266.86 $35,615.56 $2,338.26 Dedicated PT Ambassador.

Total Available Non-Assessment Funds as of 12/31/19 $97,592.57
*PV = Permanent Variance for the year.
*TV = Temporary Variance due to timing.

6
 10:27 AM Downtown Oakland Association
9/28/19
Cash Basis December 2019 Expenses

DOA YTD Variance Report - December 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 40,000.00 40,000.00 0.00 100%

Digital Media Coordinator 40,897.00 40,897.00 0.00 100%

Public Space Programming 63,000.00 63,000.00 0.00 100%
Total Marketing and Branding 143,897.00 143,897.00 0.00 0%
Administrative Expenses
Accounting Expenses 3,383.75 3,500.00 -116.25 97%
Computer Service & Support 3,000.00 3,000.00 0.00 100%
Consulting & Legal Expenses 1,500.00 1,500.00 0.00 100%
Fees & Permits 959.90 2,000.00 -1,040.10 48%
Insurance
Directors & Officers 1,429.00 1,430.00 -1.00 100%
General Liability 5,612.01 5,615.00 -2.99 100%

Misc. 4,500.00 4,500.00 0.00 100%

Rent 71,999.18 72,000.00 -0.82 100%
Office Furniture & Equipment 7,805.11 7,500.00 305.11 104%

Postage, Shipping & Delivery 336.81 300.00 36.81 112%

Printing & Copying 3,174.11 3,150.00 24.11 101%

Supplies 3,000.00 3,000.00 0.00 100%
Telephone & Telecommunications 2,655.07 2,500.00 155.07 106%
Annual Stakeholder Event 6,000.00 6,000.00 0.00 100%
Staff Personnel 233,854.00 233,854.00 0.00 100%
Training & Prof. Develop. 5,935.06 5,298.00 637.06 112%

Total Marketing and Administrative 499,041.00 499,044.00 0.00 0%

Expenses
Clean and Safe Enhancements
Clean and Safe 1,114,556.00 1,114,556.00 0.00 100%

Misc. 5,500.00 5,500.00 0.00 100%

Program Director 77,275.00 77,275.00 0.00 100%
Program Coordinator 42,176.88 42,176.00 0.88 100%
PROW Maintenance 103,517.12 103,518.00 -0.88 100%

Total Clean and Safe 1,343,025.00 1,343,025.00 0.00 0%

TOTAL EXPENSE 1,842,066.00 1,842,069.00 0.00 0%

7
 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 -15,363.99 1,972,188.00

Interest 750.00 New income category to
account for interest earned on
assessmenrt income.
(Reserve) -41,636.01 -57,000.00 15,363.99 49,727.00
Total Assessment Revenue $1,842,066.00 $1,842,066.00 $ 0.00 $ 1,922,461.00
Total Income $1,842,066.00 $1,842,066.00 $ 0.00 $ 1,922,461.00
Expenses
Clean and Safe Enhancements
Clean and Safe 1,114,556.00 1,114,556.00 0.00 1,147,265.00 Includes cost to provide
ambassadors with more
comprehensive health
insurance per BBB proposal.

Misc. 5,500.00 5,500.00 0.00 5,000.00

Program Coordinator 42,176.88 42,176.00 -0.88 43,469.00 Includes allowable 3%
increase to overall contract.

Program Director 77,275.00 77,275.00 0.00 79,812.00 Includes allowable 3%

increase to overall contract.

PROW Maintenance 103,517.12 103,518.00 0.88 146,756.00

Total Clean and Safe Enhancements $1,343,025.00 $1,343,025.00 $ 0.00 $ 1,422,302.00
Marketing and Economic Enhance.
Accounting Expenses 3,383.75 3,500.00 116.25 3,500.00
Annual Stakeholder Event 6,000.00 6,000.00 0.00 6,000.00
Computer Service & Support 3,000.00 3,000.00 0.00 3,000.00
Consulting and Legal Expenses 1,500.00 1,500.00 0.00 1,500.00
Digital Media Coordinator 40,897.00 40,894.00 -3.00 41,200.00 Includes allowable 3%
increase to overall contract.

Fees & Permits 959.90 2,000.00 1,040.10 2,000.00

Insurance 0.00 0.00
Directors & Officers 1,429.00 1,430.00 1.00 630.00

General Liability 5,612.01 5,615.00 2.99 3,548.00

Marketing and Communications 40,000.00 40,000.00 0.00 40,000.00

Misc 4,500.00 4,500.00 0.00 3,000.00
Office furniture & equipment 7,805.11 7,500.00 -305.11 5,000.00
Postage, shipping, delivery 336.81 300.00 -36.81 400.00
Printing & copying 3,174.11 3,150.00 -24.11 3,000.00
Public Space Programming 63,000.00 63,000.00 0.00 63,000.00
Rent 71,999.18 72,000.00 0.82 70,000.00 Allocation based on
anticipated need - assumes
additional charges for
potential access agreeement.

Staff Personnel 233,854.00 233,854.00 0.00 241,131.00 Includes allowable 3%

increase to overall contract.

Supplies 3,000.00 3,000.00 0.00 2,500.00

Telephone & telecommunications 2,655.07 2,500.00 -155.07 2,750.00
Staff and Board Development 5,935.06 5,298.00 -637.06 8,000.00 Line item name and budget
updated to include board
development efforts in 2020.

Total Marketing and Economic $ 499,041.00 $ 499,041.00 $ 0.00 $ 500,159.00

Enhancements
Total Expenses $1,842,066.00 $1,842,066.00 $ 0.00 $ 1,922,461.00

$ -

8
Lake Merritt Uptown District Association
YTD Cash Summary- December 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 assessments for
the properties known as the Uptown Apartments (Update:
payment for FY 18-19 has been received by the City and
will be disbursed to the district in January).

Less Reserve $863.50 $42,000.00 $41,136.50 Fully expended 2019 operating budget - undercollection
covered by budgeted Reserve.
Less Payments From Reserve $863.50 $0.00 $863.50 Includes loan origination fees and interest and payment
made from Reserve.

Total Cash Available $1,423,541.00 $1,423,541.00 $0.00 See comment above

Expenses
Marketing and Branding $96,281.66 $88,482.00 ($7,799.66) Unfavorable PV - includes payments made to Ivy Hill
Entertainment for the AMP Oakland initiative and a
strategic database update that allowed us to obtain
contact information for all businesses in the district.
Administrative (ORG) $335,047.34 $342,847.00 $7,799.66 Favorable PV offsets Unfavorable PV in Marketing and
Branding category (categories combined in Variance
Report).
Clean and Safe $992,212.00 $992,212.00 $0.00

Total Expenses $1,423,541.00 $1,423,541.00 $0.00 See comments above and expense detail attached.

Cash Remaining $0.00 $0.00 $0.00

Total Available Non-Assessment Funds as of 12/31/19 $55,351.81

* PV = Permanent Variance for the year.
* TV = Temporary Variance due to timing.

9
 10:27 AM Lake Merritt-Uptown District Association
09/28/19
Cash Basis December 2019 Expenses

LMUDA YTD Variance Report - December, 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 16,275.34 12,500.00 -3,775.34 130%

Digital Media Coordinator 40,882.00 40,882.00 0.00 100%

Public Space Programming 39,124.32 35,100.00 -4,024.32 111%

Total Marketing and Branding 96,281.66 88,482.00 -7,799.66 -9%

Administrative Expenses
Accounting Expenses 3,383.75 3,500.00 116.25 97%
Computer Service & Support 264.68 1,500.00 1,235.32 18%
Consulting & Legal Expenses 90.35 1,000.00 909.65 9%
Fees & Permits 1,451.91 2,000.00 548.09 73%
Insurance
Directors & Officers 423.00 1,430.00 1,007.00 30%
General Liability 5,347.00 6,005.00 658.00
89%

Misc. 3,305.25 3,000.00 -305.25 110%

Rent 62,556.43 72,000.00 9,443.57 87%

Office Furniture & Equipment 9,194.23 4,335.00 -4,859.23 212%

Postage, Shipping & Delivery 221.88 300.00 78.12 74%
Printing & Copying 2,976.86 3,000.00 23.14 99%
Supplies 1,943.08 3,000.00 1,056.92 65%
Telephone & Telecommunications 2,878.99 2,000.00 -878.99 144%
Annual Stakeholder Event 5,000.00 5,000.00 0.00 100%
Staff Personnel 229,777.00 229,777.00 0.00 100%
Training & Prof. Develop. 6,232.93 5,000.00 -1,232.93 125%

Total Marketing and 431,329.00 431,329.00 -0.00 0%

Administrative Expenses
Clean and Safe Enhancements

Clean and Safe 840,805.00 840,805.00 0.00 100%

Misc. 5,788.00 5,788.00 0.00 100%

Program Director 31,818.00 31,818.00 0.00 100%
Program Coordinator 58,289.00 58,289.00 0.00 100%
PROW Maintenance 55,512.00 55,512.00 0.00 100%
Total Clean and Safe 992,212.00 992,212.00 0.00 0%
TOTAL EXPENSE 1,423,541.00 1,423,541.00 0.00 0%

10
 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 -41,136.50 1,555,481.00
Interest 41,136.50 500.00 New income category to
account for interest earned on
assessmenrt income.
(Reserve) -792.80 -42,000.00 0.00 -38,887.00
Total Assessment Revenue $1,423,611.70 $1,423,541.00 $ 0.00 $1,517,094.00
Total Income $1,423,611.70 $1,423,541.00 $ 0.00 $1,517,094.00
Expenses
Clean and Safe Enhancements
Clean and Safe 840,805.00 840,805.00 0.00 865,480.00 Includes estimated cost to
provide ambassadors with
more comprehensive health
insurance per BBB proposal.

Misc. 5,788.00 5,788.00 0.00 3,083.00

Program Coordinator 31,818.00 31,818.00 0.00 32,793.00 Includes allowable 3% increase
to overall contract.

Program Director 58,289.00 58,289.00 0.00 60,213.00 Includes allowable 3% increase

to overall contract.

PROW Maintenance 55,512.00 55,512.00 0.00 60,805.00

Total Clean and Safe Enhancements $ 992,212.00 $ 992,212.00 $ 0.00 $1,022,374.00
Marketing and Economic Enhance.
Accounting Expenses 3,383.75 3,500.00 116.25 3,500.00
Annual Stakeholder Event 5,000.00 5,000.00 0.00 6,000.00
Computer Service & Support 264.68 1,500.00 1,235.32 1,500.00
Consulting & Legal Expenses 90.35 1,000.00 909.65 1,000.00
Digital Media Coordinator 40,882.00 40,882.00 0.00 41,200.00 Includes allowable 3% increase
to overall contract.
Fees & Permits 1,451.91 2,000.00 548.09 2,000.00
Insurance
Directors & Officers 423.00 1,430.00 1,007.00 600.00 No increase for 2020.

General Liability 5,347.00 6,005.00 658.00 5,107.00 No increase for 2020.

Marketing and Communications 16,275.34 12,500.00 -3,775.34 40,000.00 Allocation based on anticipated
need.
Misc 3,305.25 3,000.00 -305.25 3,000.00
Office furniture & equipment 9,194.23 4,335.00 -4,859.23 5,500.00
Postage, shipping, delivery 221.88 300.00 78.12 350.00
Printing & copying 2,976.86 3,000.00 23.14 3,000.00
Public Space Programming 39,124.32 35,100.00 -4,024.32 61,000.00 Allocation based on anticipated
need.
Rent 62,556.43 72,000.00 9,443.57 70,000.00 Allocation based on anticipated
need - assumes additional
charges for potential access
agreeement.

Staff Personnel 229,777.00 229,777.00 0.00 236,963.00 Includes allowable 3% increase

to overall contract.

Supplies 1,943.08 3,000.00 1,056.92 3,000.00

Telephone & telecommunications 2,878.99 2,000.00 -878.99 3,000.00
Staff and Board Development 6,232.93 5,000.00 -1,232.93 8,000.00 Line item name and budget
updated to include board
development efforts in 2020.

Total Marketing and Economic $ 431,329.00 $ 431,329.00 $ 0.00 $ 494,720.00

Enhancements
Total Expenses $1,423,541.00 $1,423,541.00 $ 0.00 $1,517,094.00

$ -

11
 AMENDMENT TO THE LETTER AGREEMENT FOR
SAFETY, MAINTENANCE AND LANDSCAPING AMBASSADOR SERVICES
BY AND BETWEEN
LAKE MERRIT/UPTOWN DISTRICT ASSOCIATION OF OAKLAND
AND
DOWNTOWN OAKLAND ASSOCIATION COMMUNITY BENEFIT DISTRICT
AND
MYDATT SERVICES, INC. D/B/A BLOCK BY BLOCK

This Amendment to the Letter Agreement for Safety, Maintenance, and Landscaping
Ambassador Services (the "Amendment Agreement") is entered into as of January 1, 2020
(“Effective Date”) by and between Lake Merritt/Uptown District Association of Oakland and
Downtown Oakland Association, each located at 388 19th Street, Oakland, California, and each
a California nonprofit corporation (collectively, “Community Benefit Districts” or “CBDs”), on
the one hand and Mydatt Services Inc. d/b/a Block by Block, an Ohio corporation with address
located at 2929 South Floyd Street, Louisville, Kentucky 40209 (“Block by Block” or
“Vendor”), on the other. The CBDs and Vendor are sometimes referred to herein each as a
“Party” or together as the “Parties”.

The following provisions form the basis for, and are hereby made a part of, this Amendment
Agreement:

WHEREAS, the parties have entered into that certain Letter Agreement for Safety,
Maintenance, and Landscaping Ambassador Services dated March 1, 2015 and as amended from
time to time by the Parties (the "Agreement").

WHEREAS, the parties now wish to amend certain terms of the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each party to the other, the parties hereto do hereby agree as follows:

1. For purposes of this Amendment Agreement, any capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Agreement.

2. The Parties agree to amend pricing in Section 2 as of the Effective Date set forth above by
deleting the first sentence and schedule of Budget Summary and replacing with the following:

“In consideration of the timely and full satisfactory performance of the Services, the CBDs agree
to pay Vendor the following fees, as set forth in the undisputed supporting invoices, in a total
amount not to exceed $2,012,745.21.”

3. Exhibit A regarding pricing shall be amended by adding the approved Proposed 2020 Pricing
as attached hereto and incorporated herein this Agreement as Attachment 2 to Exhibit A as of the
Effective Date hereof.

12
4. Except as expressly set forth herein, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment Agreement under
their respective hand as of the date written below.

Lake Merritt/Uptown District Association of Oakland, a California nonprofit corporation

By: _______________________
Name: _____________________
Title: ______________________
Date: ______________________

Downtown Oakland Association, a California nonprofit corporation

By: _________________________
Name: _______________________
Title: ________________________
Date:_________________________

Mydatt Services, Inc. d/b/a Block by Block, an Ohio corporation

By: _________________________
Name: _______________________
Title: ________________________
Date:________________________

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 Uptown Downtown Oakland CBD
PROPOSED 2020 PRICING WITH KAISER INSURANCE

Cleaning Pressure Washer Operations

PRICING Safety Amb Team Lead Operations Manager General Manager
Ambassador ATLV Supervisor

Pay Rate $ 19.00 $ 19.00 $ 22.00 $ 21.50 $ 27.00 $ 35.65 $ 49.12

FICA $ 1.45 $ 1.45 $ 1.68 $ 1.64 $ 2.07 $ 2.73 $ 3.76
WC $ 0.95 $ 0.95 $ 1.10 $ 1.08 $ 1.35 $ 1.78 $ 2.46
Liability $ 0.48 $ 0.48 $ 0.56 $ 0.55 $ 0.69 $ 0.91 $ 1.25
Unemployment $ 1.29 $ 1.29 $ 1.50 $ 1.46 $ 1.84 $ 2.42 $ 3.34
Subtotal $ 23.18 $ 23.18 $ 26.84 $ 26.23 $ 32.94 $ 43.50 $ 59.93
Weekly Hours 360.00 320.00 96.00 120.00 40.00 40.00 40.00
Annual Hours 18,720.00 16,640.00 4,992.00 6,240.00 2,080.00 2,080.00 2,080.00
Annual Billing $ 433,929.60 $ 385,715.20 $ 133,985.28 $ 163,675.20 $ 68,515.20 $ 90,475.20 $ 124,654.72
Overhead $ 5.71 $ 5.71 $ 5.71 $ 5.71 $ 5.71 $ 5.71 $ 5.71
Benefits $ 2.74 $ 2.74 $ 2.74 $ 2.74 $ 2.74 $ 2.74 $ 2.74
Profit $ 3.14 $ 3.14 $ 3.14 $ 3.14 $ 3.14 $ 3.14 $ 3.14

Bill Rate $ 34.76 $ 34.76 $ 38.42 $ 37.81 $ 44.52 $ 55.08 $ 71.51

Weekly Hours $ 360.00 320.00 96.00 120.00 40.00 40.00 40.00
Annual Hours $ 18,720.00 16,640.00 4,992.00 6,240.00 2,080.00 2,080.00 2,080.00
Annual Billing $ 650,707.29 $ 578,406.48 $ 191,792.66 $ 235,934.43 $ 92,601.61 $ 114,561.61 $ 148,741.13
ANNUAL BILLING $ 2,012,745.21

BUDGET SUMMARY

Category Cost % of Total

Labor $ 1,400,950.40 69.60%
Benefits $ 144,498.46 7.18%
Labor Related (background checks, recruiting, awards, etc.) $ 12,689.05 0.63%
Uniforms $ 28,575.00 1.42%
Cell Phones $ 14,400.00 0.72%
Vehicle Related $ 27,360.00 1.36%
Phones/Internet $ 2,160.00 0.11%
Equipment Related $ 119,372.61 5.93%
Water Usage $ 3,600.00 0.18%
Janitorial Supplies $ 25,740.00 1.28%
Copier $ 2,400.00 0.12%
Office Supplies & Printing $ 15,000.00 0.75%
Performance Bonus $ 5,850.00 0.29%
Administrative Support (mgmt, travel, postage, etc.) $ 41,450.00 2.06%
Ops. Manager Parking $ 1,920.00 0.10%
Miscellaneous $ 1,000.00 0.05%
Profit $ 165,779.69 8.24%
TOTAL $ 2,012,745.21 100.0%

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 SCHEDULE

Cleaning Ambassador 360.00

Safety Amb 320.00
Pressure Washer ATLV 120.00
Team Lead 96.00
Operations Supervisor 40.00
Operations Manager 40.00
General Manager 40.00
Weekly Total 1,016.00
Annual 52,832.00
Employees 25.40

Above pricing inclusive of:

• Change all Medical Insurance to Kaiser Permanente from HealthScope.

• Pricing reflects 3% increase in wages from 2019 pricing.
• All other expenses have been adjusted to reflect actuals for the coming year of 2020.

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