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DOWNTOWN OAKLAND ASSOCIATION BOARD OF DIRECTORS MEETING WEDNESDAY OCTOBER 6TH, 2010-1:00 PM SHORENSTEIN CITY CENTER ADMINISTRATIVE OFFICES

500 12TH STREET-CONFERENCE ROOM


Present: JC Wallace/SKS, Martin Ward/Old Oakland, Laurie Berberich/CAC, Chris Curtis/Metrovation, Michael McGuire/CCIG, John Bruno/CIM, Carmen Santisteban/CBRE, Anagha Dandekar Clifford/Wendell Rosen, Ke Norman/Nailphoria, Andrew Brog/Brog Properties, Aliza Gallo/City of Oakland, Michelle Lane/Old Oakland, Julia Sherwin/Haddad Sherwin, Denise Trudeau/Clorox, Don Rogers/CIM Marco Li Mandri/Executive Director, Steve Snider/District Manager, Andrew Jones/District Services Coordinator, Elizabeth Clark/FAB, Andrew Neilly/Gallen-Neilly, Victoria Decker/Staff Clifford Fried/Fried & Williams, Mary Padilla/CBRE, Rem van Tijen/Lawson Benefits

Staff:

Guest: Minutes:

Discussions held and decisions made by the Board of Directors SUBJECT Call to order- JC Wallace, President Approval of the minutes of August 18th, 2010 Board meeting as distributed DISCUSSION President JC Wallace called the meeting to order and thanked everyone for attending. The minutes of the August 18th, 2010 Board meeting were reviewed. ACTION?

Laurie Berberich moved and JC Wallace seconded the motion to approve the minutes of the August 18th meeting as distributed. The motion was approved unanimously.

Introduction of new business, property owners, public comment

Michelle Lane announced the Oakland Brewfest to be held at the Pacific Coast Brewing Co. in Oakland on October 16th and the two upcoming Thursday Nite Live events.

DOWNTOWN OAKLAND ASSOCIATION


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

Annual nominations, reports 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 (Action Item) d. Nomination of business tenant and community at large reps to the Board, solicited from the floor (Action Item)

Steve announced the final InOak event of the year to be held on October 7th at the Kaiser Center Roof Garden. Marco announced that Steve Snider was married at the Roof Garden on October 2nd and congratulations were given. Marco referred to page 11 of the agenda packet and explained that moving forward from this nomination cycle, all Board terms will be two years. Last year, the first year of election, the terms were staggered to balance the Board. Marco explained that Scott Stafford is too busy with his new company and will not be able to participate with the Board this year. Marco then referred to pages 14-18 and explained that the nominations packets were sent to all property owners. The Property Owner Seat Nominees listed below were recommended to the Board: John Bruno-CIM Don Rogers-CIM Carmen Santisteban-CBRE Ming Lee-CBRE Andrew Brog-Cathedral Building Michelle Lane-Old Oakland Associates Mike McGuire-California Capital Aliza Gallo-City of Oakland Julia Sherwin-Haddad Sherwin Tenant nominees were as follows: Anagha Dandekar Clifford-Wendel, Rosen Ke Norman-Nailphoria Marco asked the Board to entertain a motion to accept everyone from John Bruno Julia Sherwin as two year Property Owner Seats. Ke Norman and Anagha Dandekar Clifford have both submitted applications to serve as business tenant reps on the Board. Marco explained that Drew Lisac, formerly a business tenant, would now like to serve the Board as a Community Member at Large. Marco explained that Maria Deleris-nominated by Julia Sherwin as a tenant representativewould need to work on a Committee in order to

Chris Curtis moved and Laurie Berberich seconded the motion to accept Property Owner Seat nominees, John Bruno-Julia Sherwin for twoyear terms, as well as Ke Norman and Anagha Dandekar Clifford for two year business tenant seats. The motion was approved unanimously. JC moved and Ke seconded the motion to approve Drew Lisac as the Community at Large Representative. The motion was approved unanimously.

Nomination of officers for coming year: a. President b. Vice President c. Secretary d. Treasurer

understand the Board and its functions and then she can be brought on. Marco made a request for nominations of other property owners or business tenants or at large representatives from the floor and there were none. According to the bylaws, officers of the Board are to be elected every year to serve a oneyear term, until the next Annual Meeting. Marco opened the nominations for President, Vice-President, Secretary and Treasurer.

Chris nominated JC Wallace as President and Michelle seconded the motion. There were no other nominations for President. The motion to elect JC Wallace was approved unanimously. JC nominated Chris Curtis as Vice-President and John Bruno seconded the motion. There were no other nominations for Vice President. The motion to elect Chris Curtis was approved unanimously. Laurie nominated John Bruno as Secretary and JC seconded the motion. There were no other nominations for Secretary. The motion to approve John Bruno was approved unanimously. Michelle nominated Laurie Berberich as

Approval of bylaws distributed at August meeting

Marco referred to the bylaws, included as an addendum to the agenda packet, and reminded the Board that they were distributed for review at the August meeting. The bylaws were amended at the August meeting to shorten the period of notification of the election meeting from 60 to 45 days. Marco pointed out some wording changes throughout the articles. He explained that in Article IV, Section (e) under Property Owner, references to First Assessment Date were removed, as they are no longer relevant. He also clarified in Section (f) that Property Owner Director means any Director designated by a major contributing property owner. Marco highlighted Article V Section 1 (a) which states that the authorized number of Directors of the corporation shall not be less than 9 or more than 25 until changed by amendment. Additionally, he highlighted wording changes made to Article V, Section (b) 2 and 3. He referenced Article VI, Section 2, where any person may serve as an officer of the corporation was clarified to state that any Board member may serve as an officer of the Board. Marco presented the bylaws to the Board for consideration of adoption and solicited a motion to that effect. Discussion followed.

Treasurer and Anagha seconded the motion. There were no other nominations for Treasurer. The motion to elect Laurie Berberich was approved unanimously. Anagha moved and Chris seconded the motion to accept the bylaws as presented. The motion was approved unanimously.

Org. Committee Report Item # 1) Financial Report-Laurie Berberich

Marco referred to the budget on page12 of the agenda packet and explained that the budget would be restructured for next year, but he hoped the attached explanatory notes would be useful. Laurie explained that most variances are because of the budget being on accrual and the revenue based on cash. Marco identified the $28-$29K gap between YTD Actual and the anticipated Annual budget and explained that much of the difference is due to property taxes not being paid on properties in foreclosure. He explained that the $878,186.00 figure is a 94% budget, but we do need to close the gap. We have identified that the Housing Authority is delinquent and we will be working with Aliza to resolve that issue. Based upon where we are now, we have expended about $639,398.00 and were on track to have the carry-forward less than we had last year. Marco encouraged board members to call his office with any questions. Laurie noted that under DISI Special Events NonCBD Events, $7,991.71 needs to be reconciled. Marco explained that LMUDA owes DOA and vice-versa and that will all be reconciled by the end of the calendar year. Thanks to Theo Oliphant, Marco met with Dan Lindheim last week. Marco reminded the group of the letter written by John Russo, in collaboration with Dan Lindheim, outlining what the districts could and could not do. According to the letter, there was no issue with the rolling out of CBD projects, inclusive of trashcan installation, bike rack relocation, the removal of news racks and the installation of hanging plants, as long as everything is done with the cooperation of the City. The letter did not address the issue with the medians, but resolution was reached in the meeting. Mr. Lindheim stated that we are approved to move forward with a two-month pilot program to address the medians as of November 1st. According to Dan Lindheim, the Mayor is willing to write a letter to Judge Perry, the judge in the Mehserle case, to persuade him to change the sentencing date from November 5th to November 8th.

JC moved and Michelle seconded the motion to adopt the financial report. The motion was approved unanimously

Org. Committee Report Item # 2) Meeting with Dan Lindheim

No action taken

Org. Committee Report Item # 3) Budget approval process-October and November, brought to Board for December Board meeting

Org. Committee Report Item # 4) Shuttle Update

Liz Clark offered her assistance in dealing with the court administration. After this meeting, now that we have officers and a new board, the SOBO, DISI and Org. Committees will all be developing their budgets for the next fiscal year which begins January 1st. The committees will generate their budgets in October and November, and present them to the Board for approval at the December Board meeting. They will anticipate what their carryforward is and figure out if we need to increase or decrease services. Aliza announced that things are moving along and that they now have Chinese/Spanish language rack cards that are available for tenants or clients. Aliza will be working with Steve to interface with business/building owners to place brochures or send email blasts that can be sent to tenants to remind people to utilize the shuttle. They will be holding a marketing meeting soon to keep the effort going. She also announced that they are getting close to being able to make a formal announcement about extending shuttle hours into the evening and up until 1am on Thursday, Friday and Saturday. Steve asked about the NextBus feature and Aliza explained that it is active and accessible though the AC Transit website. Marco asked Aliza if Zack could provide graph of ridership and Aliza said that she would provide us with that information and explained that the last survey indicated ridership was at half of what was projected. Chris Curtis raised concerns over the bad attitude of certain bus drivers and asked if pressure could be put on AC Transit to correct this issue. Aliza asked that we continue to provide her with this type of feedback as it will be considered in the contract renewal process. Marco informed the Board that Drew Lisac has left B of A and is now working with a new group. JC explained that the foundation he has joined, called Altamira, is an association of philanthropists focused on economic revitalization and the environment. Marco indicated that a meeting of the Grant Task Force would likely be set up in the next few weeks.

No action taken

No action taken

Org. Committee Report Item # 5) Grant Task Force

No action taken

Org. Committee Report Item # 6) InOak event-this Thursday at 5:00 p.m.Kaiser Center Rooftop

Org. Committee Report Item # 7) Newsletter Org. Committee Report Item # 8) Expansion Updates

Steve announced the InOak Grand Finale for the year to be held on Thursday, October 7th at 5:00 P.M. at The Kaiser Roof Garden. Comcast is donating $3,000.00 to the event. There have been 165 RSVPs on Facebook-four times as many as previous InOak events. Founders Awards will be presented to North, Skytide and Pandora and great BBQ will be provided by Looneys BBQ. Farleys and Levende will also be contributing food to the event. JC reminded the group that the InOAk events are all about the technology companies in Oakland and letting them network and attract others like them to Downtown Oakland. Obscura Digital and CyArk will be onsite to showcase their technology. See Gallen Neilly Report Marco explained that we are still awaiting resolution with The Fox. He thanked Mike McGuire for his efforts and indicated that Phil Tagami has asked Drew Lisac to work with The Fox folks to try to work this out. The Annual Report to the City has been submitted to Aliza. The Broadway Streetcar Task Force will be discussed in the Land Use Committee We are currently awaiting the completion of the annual audit. Andrew explained that the first round of dialogue with the City and the PWA was to create a consistent look and feel to Broadway. So far the City has removed all but one of the aggregate cans on Broadway and replaced them with the Renaissance cans. They have moved the aggregate cans out into the district to the places we identified and they are in the process of painting them green. On Telegraph, we are still in the process of figuring out our next move. It is now on us to remove the aggregate cans on Telegraph and replace them with the Renaissance style cans to get a consistent look and feel on Telegraph and Broadway. We are looking into possible sponsorship or assistance from the City to obtain the cans we still need. The permit for the CBD branded cans is still in the process of being approved along with the banner and hanging plants encroachment

No action taken

No action taken No action taken

Org. Committee Report Item # 9) Annual report to City Org. Committee Report Item # 10) Feedback from Joint Board Meeting Org. Committee Report Item # 11) Annual Audit SOBO Committee Report Item # 1) Trash cans

No action taken No action taken

No action taken No action taken

permit. Aliza hoped that the permits would be ready for pick-up by weeks end. Aliza explained to the Board that the concept of bundling permits is new and creative and without the leadership of the CBDs it would not have happened. She thanked the Board for their efforts and said that this approach would serve as a model for what the City will do with other districts. Ted reported that he is working to create an operations manual to address any potential fallout from the upcoming Mehserle sentencing, currently scheduled for November 5th. He explained that he convened a meeting of all security managers in the districts, local law enforcement (OPD, BART Police, Alameda County Sherriffs Dept.), the District Attorneys Office, the City Attorneys Office and CEDA to develop a game plan. Julia Sherwin explained to the group that she had previously worked with OPD to develop a comprehensive crowd control policy that should cover every scenario and people who are breaking the law can be legally arrested under that policy. Julia said that she would email a copy of the policy to Marco and Ted. Marco commended Steve, Andrew and Ted for coordinating the effort to get the critical players in the same room to develop a game plan. Rick was not present at the meeting so Andrew Jones, District Services Coordinator, gave the update in his place. Andrew reported to the group that things have pretty much been on point, but that more attention needs to be paid to the maintenance of tree wells and medians. Andrew explained that we are getting positive feedback from the folks in the neighborhood who have called in about issues. Thanks to Rick, those issues are being dealt with in hours, if not minutes. Andrew expressed that Rick is extremely responsive to the needs of the districts and indicated that a lot of kudos are owed the maintenance crew The SOBO committee will be devoting their November meetings to working on the 2011 budget.

SOBO Committee Report Item # 2) Review of Block by Block Operations- Ted Tarver

No action taken

SOBO Committee Report Item # 3) Review of Peralta OperationsRick Williams

No action taken

SOBO Committee Report Item # 4) Determination of carry forward and new budget process

No action taken

SOBO Committee Report Item # 5) Preparation for Mehserle sentencing on November 5th DISI Committee Report Item # 1) Gallen Neilly report

See Item # 2 above.

No action taken

DISI Committee Report Item # 2) Update from Thursday Nite Live Concert Series

Andrew Neilly of Gallen Neilly referred to page 25 of the agenda packet and explained that the newsletter is done and ready to be distributed. He encouraged members of the Board to fling as much information to them as possible on positive things going on in the district via info@gallen.com. The goal is to produce the newsletter quarterly and to have it formatted to be downloadable from the website for printing or emailing. Marco referred to a Wall Street Journal article on page 28 of the packet and Andrew explained that the piece is likely to generate additional coverage. Marco wants to gather data on new employees and new offices in the district to assist Andrew and Tim in making the pitch that even in this economy, were still having movement of new businesses opening. To that point, Andrew explained that there is a development magazine opportunity for an article about how landlords attract and retain tenants. He thinks they have a good shot at pitching a sidebar on the districts as a concept to help commercial properties in urban areas. Chris Curtis acknowledged the PR payoff at the latest First Friday-Great Wall Pixar event. Michelle explained that there would be two more Thursday Nite Live events in October. She indicated that they are experiencing some pushback from the Fire Department regarding permitting issues. The FD is requiring that they inspect on overtime hours, which is costly. The same group is looking to do something toward the holiday season and hopefully next summer. Marco raised the issue of the Farmers Market and Aliza indicated that the market has a resolution from the City and not a permit for the weekly event. The issue is that the market is operated within our district boundaries and Marco believes that we should look into this matter further and pursue a mutually beneficial arrangement. Aliza suggested a meeting between Marco and Arturo Sanchez.

No action taken

No action taken

DISI Committee Report Item # 3) Holiday tree lighting, December 2nd, City Center DISI Committee Report Item # 4) Banner program

The Tree Lighting will take place on the evening of Thursday, December 2nd at City Center. No discussion took place, however, the implementation of the banner program is delayed until the finalization of the encroachment permit with the City. Chris Curtis explained that the 13th Street Task Force met with Sudhish Mohindroo and that the next step is for Sudhish to come back to the group with a basic plan, drawings and ideas for the development of the area. Marco explained that 13th Street, from Franklin to Broadway, is a unique one-block area, which if transformed into a great public space, could attract new businesses to the area. Steve explained that moving the cabs off of 13th is the first step to developing the area. Marco referred to the minutes of the first Land Use Committee meeting on pages 30-32 of the agenda packet. Marco explained that traffic, parking, taxis and the shuttle are several of the issues that fall outside of DISI and SOBO and will be addressed by the Land Use Committee. Marco referenced an article that appeared in the LA Times in which Richard Lee discusses the genesis of Oaksterdam and the creation of a proposed Oaksterdam sub-district in Oakland. This issue will go to Land Use for discussion. We should anticipate the discussion before it just happens. JC sought to clarify that part of the discussion in Land Use was to come up with a vision or policy statement for the DOA that is broad enough to give some general guidance. Marco agreed that this was appropriate, but indicated that the first step was for the City to tell us what the current land uses and entitlements are and to have Aliza and/or whoever is appropriate to come address the committee. Marco solicited a motion to have the Board assign the Land Use Committee the task of coming back to the Board with a vision statement. Aliza indicated that when we set the next meeting to let her know so that she arrange to have someone explain the new central business district rezoning.

No action taken

No action taken

DISI Committee Report Item # 5)13th Street Task Force Meeting

No action taken

Land Use Committee (Charlie Leonard) Item # 1) First meeting on September 9th Land Use Committee Item # 2) Traffic, parking, taxis, shuttle;

No action taken

No action Taken

Land Use Committee Item # 3) Land use issues including pot farms;

No action taken

Land Use Committee Item # 4) Review of land use codes and entitled uses;

JC moved and Chris seconded the motion to assign the Land Use Committee the task of coming back to the Board with a vision statement. The motion was approved unanimously.

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Land Use Committee Item # 6) Broadway Streetcar Task Force

A proposal has been given to us by Morten Jenson and Ed McFarlan to work with them to try to move this idea of the Broadway Streetcar forward. We will send the Broadway Streetcar to Land Use, but in order to do so, we should create a Broadway Streetcar Task Force. Marco solicited a motion to allow Land Use to create a Broadway Streetcar Task Force.

Michelle moved and Anagha seconded the motion to allow the Land Use Committee to create a Broadway Streetcar Task Force. The motion was approved unanimously.

Other Next Meeting Adjournment

None December 1st, 2010 at1:00 P.M. , location TBD. The meeting adjourned at 2:32 P.M.

Minutes taken by: Tori Decker, Downtown Oakland Association and Marco Li Mandri, Executive Director, Downtown Oakland Association

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