Agenda packet, first session — Berkeley City Council, April 26, 2022 (part 3 of 8)

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line 1 factual information about that action of an officer during an line 2 incident, or the statements of an officer about an incident, shall be line 3 released if they are relevant to a finding against another officer line 4 that is subject to release pursuant to subparagraph (B), (C), (D), line 5 or (E) of paragraph (1).
line 6 (6)  An agency shall redact a record disclosed pursuant to this line 7 section only for any of the following purposes:
line 8 (A)   To remove personal data or information, such as a home line 9 address, telephone number, or identities of family members, other line 10 than the names and work-related information of peace and custodial line 11 officers.
line 12 (B)  To preserve the anonymity of whistleblowers, complainants, line 13 victims, and witnesses.
line 14 (C)  To protect confidential medical, financial, or other line 15 information of which disclosure is specifically prohibited by federal line 16 law or would cause an unwarranted invasion of personal privacy line 17 that clearly outweighs the strong public interest in records about line 18 possible misconduct and use of force by peace officers and line 19 custodial officers.
line 20 (D)   Where there is a specific, articulable, and particularized line 21 reason to believe that disclosure of the record would pose a line 22 significant danger to the physical safety of the peace officer, line 23 custodial officer, or another person.
line 24 (7)   Notwithstanding paragraph (6), an agency may redact a line 25 record disclosed pursuant to this section, including personal line 26 identifying information, where, on the facts of the particular case, line 27 the public interest served by not disclosing the information clearly line 28 outweighs the public interest served by disclosure of the line 29 information.
line 30 (8)  An agency may withhold a record of an incident described line 31 in paragraph (1) that is the subject of an active criminal or line 32 administrative investigation, in accordance with any of the line 33 following:
line 34 (A)  (i)  During an active criminal investigation, disclosure may line 35 be delayed for up to 60 days from the date the misconduct or use line 36 of force occurred or until the district attorney determines whether line 37 to file criminal charges related to the misconduct or use of force, line 38 whichever occurs sooner. If an agency delays disclosure pursuant line 39 to this clause, the agency shall provide, in writing, the specific line 40 basis for the agency’s determination that the interest in delaying 99 AB 2557 — 5 —

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line 1 disclosure clearly outweighs the public interest in disclosure. This line 2 writing shall include the estimated date for disclosure of the line 3 withheld information.
line 4 (ii) After 60 days from the misconduct or use of force, the line 5 agency may continue to delay the disclosure of records or line 6 information if the disclosure could reasonably be expected to line 7 interfere with a criminal enforcement proceeding against an officer line 8 who engaged in misconduct or used the force. If an agency delays line 9 disclosure pursuant to this clause, the agency shall, at 180-day line 10 intervals as necessary, provide, in writing, the specific basis for line 11 the agency’s determination that disclosure could reasonably be line 12 expected to interfere with a criminal enforcement proceeding. The line 13 writing shall include the estimated date for the disclosure of the line 14 withheld information. Information withheld by the agency shall line 15 be disclosed when the specific basis for withholding is resolved, line 16 when the investigation or proceeding is no longer active, or by no line 17 later than 18 months after the date of the incident, whichever occurs line 18 sooner.
line 19 (iii) After 60 days from the misconduct or use of force, the line 20 agency may continue to delay the disclosure of records or line 21 information if the disclosure could reasonably be expected to line 22 interfere with a criminal enforcement proceeding against someone line 23 other than the officer who engaged in misconduct or used the force. line 24 If an agency delays disclosure under this clause, the agency shall, line 25 at 180-day intervals, provide, in writing, the specific basis why line 26 disclosure could reasonably be expected to interfere with a criminal line 27 enforcement proceeding, and shall provide an estimated date for line 28 the disclosure of the withheld information. Information withheld line 29 by the agency shall be disclosed when the specific basis for line 30 withholding is resolved, when the investigation or proceeding is line 31 no longer active, or by no later than 18 months after the date of line 32 the incident, whichever occurs sooner, unless extraordinary line 33 circumstances warrant continued delay due to the ongoing criminal line 34 investigation or proceeding. In that case, the agency must show line 35 by clear and convincing evidence that the interest in preventing line 36 prejudice to the active and ongoing criminal investigation or line 37 proceeding outweighs the public interest in prompt disclosure of line 38 records about misconduct or use of force by peace officers and line 39 custodial officers. The agency shall release all information subject 99 — 6 — AB 2557

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line 1 to disclosure that does not cause substantial prejudice, including line 2 any documents that have otherwise become available. line 3 (iv)   In an action to compel disclosure brought pursuant to line 4 Section 6258 of the Government Code, an agency may justify line 5 delay by filing an application to seal the basis for withholding, in line 6 accordance with Rule 2.550 of the California Rules of Court, or line 7 any successor rule, if disclosure of the written basis itself would line 8 impact a privilege or compromise a pending investigation. line 9 (B)   If criminal charges are filed related to the incident in which line 10 misconduct occurred or force was used, the agency may delay the line 11 disclosure of records or information until a verdict on those charges line 12 is returned at trial or, if a plea of guilty or no contest is entered, line 13 the time to withdraw the plea pursuant to Section 1018. line 14 (C)   During an administrative investigation into an incident line 15 described in of paragraph (1), the agency may delay the disclosure line 16 of records or information until the investigating agency determines line 17 whether misconduct or the use of force violated a law or agency line 18 policy, but no longer than 180 days after the date of the employing line 19 agency’s discovery of the misconduct or use of force, or allegation line 20 of misconduct or use of force, by a person authorized to initiate line 21 an investigation.
line 22 (9)   A record of a complaint, or the investigations, findings, or line 23 dispositions of that complaint, shall not be released pursuant to line 24 this section if the complaint is frivolous, as defined in Section line 25 128.5 of the Code of Civil Procedure, or if the complaint is line 26 unfounded.
line 27 (10)  The cost of copies of records subject to disclosure pursuant line 28 to this subdivision that are made available upon the payment of line 29 fees covering direct costs of duplication pursuant to subdivision line 30 (b) of Section 6253 of the Government Code shall not include the line 31 costs of searching for, editing, or redacting the records. line 32 (11)   Except to the extent temporary withholding for a longer line 33 period is permitted pursuant to paragraph (8), records subject to line 34 disclosure under this subdivision shall be provided at the earliest line 35 possible time and no later than 45 days from the date of a request line 36 for their disclosure.
line 37 (12)   (A)  For purposes of releasing records pursuant to this line 38 subdivision, the lawyer-client privilege does not prohibit the line 39 disclosure of either of the following:
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line 1 (i)   Factual information provided by the public entity to its line 2 attorney or factual information discovered in any investigation line 3 conducted by, or on behalf of, the public entity’s attorney. line 4 (ii)  Billing records related to the work done by the attorney so line 5 long as the records do not relate to active and ongoing litigation line 6 and do not disclose information for the purpose of legal line 7 consultation between the public entity and its attorney. line 8 (B)  This paragraph does not prohibit the public entity from line 9 asserting that a record or information within the record is exempted line 10 or prohibited from disclosure pursuant to any other federal or state line 11 law.
line 12 (c)   Notwithstanding subdivisions (a) and (b), a department or line 13 agency shall release to the complaining party a copy of the line 14 complaining party’s own statements at the time the complaint is line 15 filed.
line 16 (d)   Notwithstanding subdivisions (a) and (b), a department or line 17 agency that employs peace or custodial officers may disseminate line 18 data regarding the number, type, or disposition of complaints line 19 (sustained, not sustained, exonerated, or unfounded) made against line 20 its officers if that information is in a form that does not identify line 21 the individuals involved.
line 22 (e)   Notwithstanding subdivisions (a) and (b), a department or line 23 agency that employs peace or custodial officers may release factual line 24 information concerning a disciplinary investigation if the officer line 25 who is the subject of the disciplinary investigation, or the officer’s line 26 agent or representative, publicly makes a statement that they know line 27 to be false concerning the investigation or the imposition of line 28 disciplinary action. Information may not be disclosed by the peace line 29 or custodial officer’s employer unless the false statement was line 30 published by an established medium of communication, such as line 31 television, radio, or a newspaper. Disclosure of factual information line 32 by the employing agency pursuant to this subdivision is limited line 33 to facts contained in the officer’s personnel file concerning the line 34 disciplinary investigation or imposition of disciplinary action that line 35 specifically refute the false statements made public by the peace line 36 or custodial officer or their agent or representative. line 37 (f)   (1)  The department or agency shall provide written line 38 notification to the complaining party of the disposition of the line 39 complaint within 30 days of the disposition.
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line 1 (2)   The notification described in this subdivision is not line 2 conclusive or binding or admissible as evidence in any separate line 3 or subsequent action or proceeding brought before an arbitrator, line 4 court, or judge of this state or the United States. line 5 (g)  Notwithstanding subdivision (a), subdivision (f) of Section line 6 6254 of the Government Code, or any other law, or the holding in line 7 Copley Press, Inc. v. Superior Court (2006) 39 Cal.4th 1272, line 8 records and information obtained from records maintained by an line 9 agency or body established by a city, county, city and county, local line 10 government entity, state agency, or state department for the line 11 purpose of civilian oversight of peace officers shall not be line 12 confidential and shall be made available for public inspection line 13 pursuant to the California Public Records Act (Chapter 3.5 line 14 (commencing with Section 6250) of Division 7 of Title 1 of the line 15 Government Code). A record disclosed pursuant to this paragraph line 16 shall be redacted only to remove personal data or information line 17 such as a home address, telephone number, or identities of family line 18 members, other than the names and work-related information of line 19 peace and custodial officers, to preserve the anonymity of line 20 complainants and witnesses, or to protect confidential medical, line 21 financial, or other information in which disclosure would cause line 22 an unwarranted invasion of personal privacy that clearly outweighs line 23 the strong public interest in records about misconduct by peace line 24 officers and custodial officers, or where there is a specific, line 25 particularized reason to believe that disclosure of the record would line 26 pose a significant danger to the physical safety of the peace officer, line 27 custodial officer, or others.
line 28 (g)
line 29 (h)  This section does not affect the discovery or disclosure of line 30 information contained in a peace or custodial officer’s personnel line 31 file pursuant to Section 1043 of the Evidence Code. line 32 (h)
line 33 (i)  This section does not supersede or affect the criminal line 34 discovery process outlined in Chapter 10 (commencing with line 35 Section 1054) of Title 6 of Part 2, or the admissibility of personnel line 36 records pursuant to subdivision (a), which codifies the court line 37 decision in Pitchess v. Superior Court (1974) 11 Cal.3d 531. line 38 (i)
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line 1 (j) Nothing in this chapter is intended to limit the public’s right line 2 of access as provided for in Long Beach Police Officers line 3 Association v. City of Long Beach (2014) 59 Cal.4th 59. line 4 SEC. 3. If the Commission on State Mandates determines that line 5 this act contains costs mandated by the state, reimbursement to line 6 local agencies and school districts for those costs shall be made line 7 pursuant to Part 7 (commencing with Section 17500) of Division line 8 4 of Title 2 of the Government Code.

O
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Councilmember Sophie Hahn
City of Berkeley, District 5
1 CONSENT CALENDAR
April 26, 2022
To: Honorable Members of the City Council
From: Councilmember Sophie Hahn (Author), Mayor Jesse Arreguín, Councilmembers Terry Taplin and Kate Harrison (Co-Sponsors)
Subject: Budget Referral for Accessibility Renovations for Luna Dance Institute

RECOMMENDATION
Refer a grant of $150,000 for the benefit of Luna Dance Institute to the FY2023-2024 budget process to support the renovation of 931 Ashby Avenue and create a fully accessible, permanent dance education center for children, families, artists, teachers and the public. Funds will be directed to accessibility upgrades allowing the new Luna center to become Berkeley’s first and only 100% ADA accessible studio, rehearsal, performance, and teaching space.

CURRENT SITUATION AND ITS EFFECTS
Luna Kids Dance, Inc. dba Luna Dance Institute is a California 501(c)(3) Not for Profit Corporation, established in 1992, that has moved nine times due to the volatile Bay Area real estate market. Luna’s most recent move from its West Berkeley facility at 605 Addison Street was precipitated by the COVID-19 pandemic and propelled by an unforgiving landlord. Luna is currently offering Professional Learning services and MPACT (Moving Parents & Children Together) classes virtually, school-based dance programs onsite, and its studio programs are temporarily paused. The organization has an office at the David Brower Center while completing the purchase and renovations at 931 Ashby Avenue.

For the past decade, Luna has been searching for a permanent Berkeley home for the organization, to expand their mission with the local, national, and international communities Luna serves. Committed to staying in Berkeley, Luna has attempted to identify, purchase, and finance a number of spaces without success - until now. The 931 Ashby property is well-suited for the organization’s comprehensive services. This site is inviting for families, artists, and teachers accessible to public transit, and is a block away from local eateries and Berkeley Bowl West.

Luna has been committed to dance access for all people since its inception. They have designed and implemented programs in schools for children in special education and inclusion programs; consulted for AXIS Dance Company, whose mission is to challenge perception of dance and disability; hosted Dance & Disability panel presentations; and as a nationally recognized expert in dance and special education, Kennedy Center VSA has awarded Luna

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2 multiple contracts to support youth with special needs, and invited them to present at national conferences and webinars focused on Universal Design for Learning.

Luna program participants reside and work in neighborhoods that are inclusive of multiple ethnicities and languages, immigrants, disabled people, people of color, LGBTQIA+, formerly incarcerated, and the unhoused. Many of the artists and educators in Luna’s community teach in the public education and child welfare systems.

Planned permanent home of Luna at 931 Ashby Avenue Berkeley (Potter St. View) Luna began a more active facility search and capital campaign in 2018. Generous individual donors and foundations invested seed money for a $910K down payment on the $2.41M building. Foundation support of $460K received for the purchase of 931 Ashby include contributions from the William and Flora Hewlett Foundation, Banks Family Foundation, Louis L.

Borick Foundation, and the Bernard E. & Alba Witkin Charitable Foundation. In addition, $450,000 has been contributed from individual donors, including several Berkeley residents.

Community Bank of the Bay is lending an additional $1.5M in financing to purchase the property.

Because buildings that are appropriate in size, location, and price are rare in Berkeley, Luna is acting now to purchase 931 Ashby with the financing already in hand. Achieving the purchase with the support of these many charitable partners has been a long and demanding process, and Luna’s success in securing funds for the purchase is testimony to the organization’s fiscal responsibility and local and national stature.

Luna now must raise an additional $1.5M to renovate the property for full ADA accessibility. The entire facility will be made accessible by installing an elevator, ramps for mobility access to two dance floors, and ensuring accessibility to all bathrooms. It is in support of these accessibility renovations that Luna seeks funds from the City of Berkeley.

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3 BACKGROUND
Luna Dance Institute is a Berkeley-based organization with local, national and international renown. Luna received an Isadora Duncan Dance award from the regional SFBA dance community for its excellence in service of youth education, its MPACT program was recognized by the National Arts and Humanities Youth Program Award as one of 50 arts organizations with exemplary youth program, and research into MPACT was supported with an Alameda County Behavioral Health Services innovation award and published in the International Journal for Education and the Arts. Luna’s founder and Berkeley resident Patricia Reedy received a Community Excellence Award from the Red Oak Opportunity Fund.

The mission of Luna is to bring creativity, equity, and community to every child through the art of dance. To achieve its mission, Luna’s local programs and services for children, families, and artists include creative dance, family dance, and choreography classes; rehearsal and performance opportunities for regional dancers and choreographers; gathering space to investigate issues of equity and creativity vital to our community and field; and partnerships with education and social service agencies seeking to bring the benefits of dance to their communities.

Partnerships have included Berkeley Head Start and Lifelong Medical Services’ residential treatment center Project Pride where mothers and children dance together through Luna’s nationally recognized MPACT program. In addition to being a community center for children, families, and artists, Luna’s Professional Learning (PL) programs provide professional development to regional artists, teachers, and social workers, as well as attracting dance educators from across the state, nation, and from other countries who come to Luna to study and learn from their innovative dance education programs.

Luna’s impact is exponential. Typically, 300 or more dance educators attend Luna’s Professional Learning activities every year, bringing dance education to more than 50,000

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4 children each and every year, meaning over a half million students are served by Luna-trained and Luna-inspired teachers over the course of a decade.

In addition to workshops, in-depth learning institutes, coaching and mentorship, curricula, and practitioner exchanges, Luna offers internships, fellowships, inquiry panels, and podcasts that lift up the expertise of local education and dance experts. Current fellows are investigating dance in relationship to disability awareness and special education, family dance and embodied parent education, and the pedagogy of culturally specific dance forms.

Equity has been at Luna’s core since its founding in 1992 with Luna faculty instigating or leading race and equity initiatives in local, state, and national organizations, as well as assuring continuous training and study groups for staff. To fulfill the organization’s mission of creativity, equity, and community for all children through the art of dance, Luna must return to pre-COVID levels of service delivery and realize its vision to expand service in an accessible location that cannot be taken away.

As Berkeley families emerge from the pandemic, they are calling on Luna – asking when they can return to dance again. Learning and working on Zoom for two years underscored the deep human need to move one’s body in community. During the pandemic, teachers came to Luna for support in unprecedented numbers. Luna has a finger on the pulse of what teachers need now to stay engaged in their careers and revitalize their pedagogy and purpose.

Educators come to Luna because they believe teaching is a social justice act--they need a place where they can dance and embody the ideas they will use in their classrooms. Dance teaching artists, who are also dance-makers, need a place to study, rehearse, teach, and research their practice. Bay Area choreographers, new dance education leaders, and small dance companies need a home base.

All children need a dance space where they can explore their truest nature, and create and express their dance ideas freely. Parents need a comfortable space where they can strengthen the bond they have with their children through play-based classes in a safe environment.

Berkeley’s public needs a place to engage with the art of dance in a non-elitist way. All of Luna’s constituents need a place to belong.

Luna’s permanent home will be this place — a community asset that is accessible and inclusive to all who practice dance as an act of liberation and freedom. For 30 years in nine different rental facilities, Luna has created a reputation for inclusivity, creativity, and belonging. The boundaries of who can dance, what dance is, and where dance lives have expanded. While keeping these values at the core, Luna seeks to expand programs through public engagement, research, and work/career development because there will be ample space for constituents to delve into their own interests and interact with others to create new possibilities for dance.

Luna’s Mission:

Luna believes that everyone has the right to dance. In serving children and families, and artists and educators who reflect the diversity of the children and families they teach, Luna is

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5 committed to equity which requires accessibility. Program participants reside and work in neighborhoods that are inclusive of multiple ethnicities and languages, immigrants, disabled people, people of color, LGBTQIA+, formerly incarcerated, and the unhoused.

Many of the artists and educators in Luna’s community teach in the public education and child welfare systems. They live at marginal levels where they can barely afford to live in the San Francisco Bay Area. These teachers often represent their students ethnically, with 90% of non- European descent. Their students attend Title I schools and are predominantly of Latinx, African-American, and Southeast Asian heritage. Local constituents using Luna’s services come from Alameda, Contra Costa, San Francisco, Solano, Santa Clara, and Marin Counties, favorably impacting the local economy.

Luna Dance Institute’s arts education programs for children, families, artists and teachers have been recognized twice by the City of Berkeley Council—most recently at their 25th anniversary festivities where they were presented by proclamations from the City and the State of California.

Luna is embedded in the arts education ecosystem of the San Francisco Bay Area, providing professional resources for artists and teachers through past and current partnerships with BUSD, Berkeley Head Start, Bahia Preschool, University of California’s student-led Dance the Bay, AXIS Dance Company, OUSD, and San Francisco Ballet Dance In Schools & Communities outreach program. Luna is an active member of Berkeley Cultural Trust (BCT) and their staff reinstated the Berkeley Arts Education Steering Committee in 2017 and chaired BCT’s Equity & Inclusion Committee when it first began.

Regionally, statewide, and nationally, Luna is recognized as a thought-leader in the dance education sector. All of the Berkeley Unified School District dance teachers have received Luna’s PL services and continue relationships as leaders in the arts’ community. Luna was instrumental in working with the California Dance Education Association, CREATE CA, and Senator Ben Allen to reinstate the dance and theater teaching credentials for public instruction and was the sole non-profit arts organization on the California Department of Education’s recent revision committees for the Visual and Performing Arts standards and framework for public instruction.

Luna’s directors, Nancy Ng, Patricia Reedy, and John-Mario Sevilla are on the editorial board of the National Dance Education Organization’s (NDEO) Dance Education in Practice journal, and Ng and Sevilla also serve on NDEO’s Justice Equity Diversity and Inclusion initiative. Ng serves as a board trustee for the National Guild for Community Arts Education and is co-chair of their racial equity committee.

Luna was a key contributor and stakeholder in creating the City’s arts and culture plan adopted by the Berkeley City Council in 2018.

The updated Arts and Culture Plan cites a Vision where:
● The City of Berkeley is a place where the arts are fully integrated into civic life and community identity.

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6 ● Our public spaces inspire, promote dialogue and serve to engage all who live and work in Berkeley, and all who visit our city. ● The city provides a supportive environment for artists and arts organizations to prosper and thrive. The arts are inclusive and empowering and serve to strengthen collaboration within our community ● Quality arts education for all ages inspires creativity, builds community and facilitates cross-cultural understanding.
● The economic contributions of local artists and arts organizations are valued, prioritized and supported.
● Berkeley is known regionally, nationally and internationally as a place where anyone can experience the transformative power of the arts in a variety of settings and locations.

The Opportunity of a Permanent, Fully Accessible Home in Berkeley:

Luna’s purchase and renovation of 931 Ashby Avenue completely embodies the City’s Arts and Cultural Plan vision. In Ng’s role as BAESC chair she worked with the Civic Arts Commission to create Goal 3 of the Arts and Culture Plan to “expand high quality and equitable arts education.”1 Luna’s 20 Points of View open studio showing, public Equity and Inclusion panels, and Dance Education forums have welcomed the city of Berkeley into meaningful dialogue about where and how dance manifests social justice, arts, and change. With more than 9000 1 City of Berkeley Arts and Culture Plan, 2018-2027 Update, Page 32

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7 square feet of programming space, they will expand opportunities to fully participate in Berkeley’s arts ecosystem.

Luna’s light-filled accessible multi-level community dance center will be a home for children, families, artists and educators. Community members will enter on the ground floor (on Potter St.) which will accommodate an open reception area with offices, parent area, lounge space for artists, and a restroom. Ground floor offices will include partially subsidized work spaces for artists and arts organizations. Two dance studios (one with capacity for audience seating) restrooms, dance education library, conference room, and additional offices will be housed on the 2nd floor, and 3rd-level mezzanine. All spaces and entry ways will be fully ADA accessible through ramps to the sprung wood floors, an elevator, and accessible doorways. The dedicated spaces for teaching and sharing will include technology for in person and virtual learning.

As a 30-year-old organization, Luna’s current Co-Executive Directors, Ng and Reedy have been tenacious in their commitment to manifesting equity in dance education. Realizing their vision has been burdened and delayed by repeated relocations. Thus, they are adamant that the next generation of Luna’s leadership not be saddled with the same obstacles while also intent on creating a dance home for other dance artists and companies in the East Bay. Building renovations will include office space for peer dance artists/organizations that Luna hopes to be able to partially subsidize. This forward-thinking strategy for organizational health and stability ties directly into Luna’s Diversity, Equity, and Inclusion goals by leaving a legacy of a permanent dance education home for the community.

Grants like this to support nonprofit arts organizations have precedent in Berkeley. In 2015 the City Council voted to allocate similarly sized grants to Kala Art Institute and the UC Theater, and in 2019 to the Capoeira Arts Foundation (CAF). KALA and UC Theater organizations needed support from the City to upgrade their facilities that would make their operations viable and

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8 sustainable for the long run, and CAF sought support to purchase the building they were leasing.2

FISCAL IMPACTS OF RECOMMENDATION
The purchase of 931 Ashby is imminent and funds for accessibility renovations are needed as quickly as possible. Escrow is expected to close on the property March 31, 2022. Luna Dance Institute needs to have renovation funds secured to begin work this summer. A grant of $150,000 is sought from sources to be identified by the Budget and Finance Committee and City Manager, to be disbursed to the organization early in FY2023.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE CHANGE
Developing a permanent, fully accessible dance and arts facility adjacent to several bus lines with frequent service that link directly to the Ashby Bart station will encourage the use of public transit. Keeping Luna within the core of the Bay Area means users from throughout Berkeley and the region can access important arts and dance programming without use of private vehicles.

CONTACT PERSON
Councilmember Sophie Hahn, (510) 981-7150
Attachments:
1: Luna Leap Land Soar Capital Campaign Brochure
2: Support Letter from BCT colleague member
2Allocation of Funds to UC Theatre and Kala Art Institute, 11-3-2015

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LUNA DANCE INSTITUTE
space for dance education
LEAP LAND SOAR • • • • • • •
$2.5 MILLION

CAPITAL

CAMPAIGN

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1 Luna was founded in 1992 to serve as a home for dance teachers displaced by the Loma Prieta earthquake. Three decades later, Luna has grown from a local dance studio to a nationally-recognized, innovative teaching and learning center supporting 300+ artists and educators to bring the transformative power of dance to tens of thousands of children each and every year.

As the San Francisco Bay Area emerges from the devastation of COVID-19 on its arts ecosystems, Luna continues its commitment to serving community through the art of dance. Like many nimble arts and education organizations, Luna pivoted to online programming in March 2020. Because it was not practical nor financially prudent to maintain a lease when we could not meet our clients in person, we relinquished our dance studio and administrative offices in West Berkeley. This unplanned closure marked the ninth time in 30 years that our mission to bring dance to all children was disrupted because of the instability of the expensive and competitive Bay Area real estate rental market.

Luna turns 30 soon, and we enter our fourth decade with a focus on securing resources for the next generation of Luna leaders to grow our future. Controlling our own space is a pillar of our legacy strategy. To achieve this goal, we are accelerating our LEAP LAND SOAR Capital Campaign to raise a minimum of $2.5 million toward purchasing a building and customizing it to stabilize our ongoing work as a local cultural asset and dance education trailblazer.

When Luna was founded, Bay Area dance teachers and artists joined together to create a place to create, perform, and connect. Their efforts were supported by many people and organizations. Now, we need those who believe in the arts as a life-giving force to help us create a permanent home for dance. Please consider a generous gift to propel our vision to LEAP to new heights, LAND in a new space of our own, and SOAR into the future, together.

EXECUTIVE SUMMARY
SECURE LUNA’S LAUNCHING PAD TO SOAR INTO THE FUTURE
A permanent home will
be a game-changer for
Luna’s life-changing
dance programs.

Circumstances beyond
our control forced us to
leave our rented Berkeley
studio in 2020. This
was the 9th time in our
30-year history that we
were forced to move.

Now is the time to secure
the launching pad—the
position of financial
stability—that is vital to
Luna’s future.
— DENISE OLDHAM

LUNA BOARD PRESIDENT
Patricia Reedy

Executive Director,
Creativity & Pedagogy
Nancy Ng

Executive Director,
Creativity & Policy

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2 LUNA DANCE INSTITUTE
Bringing creativity, equity, and
community to every child’s life
through the art of dance.

Dance educators and artists come together at Luna
to shape and give voice to collectively emerging
questions about the power of dance to create more
healing, more inclusivity, and more freedom for
children everywhere. New questions lead to new
awareness, discovery, and possibility.

Luna’s Theory of Change is guided by inquiry,
an ongoing questioning of assumptions and
investigation of possibilities. We are dedicated to
defending and furthering children’s freedom by
challenging inequitable practices and policies in
dance and education. All children are born into this
world with an innate curiosity to discover, create,
and connect through their moving body. Yet systemic
educational and economic structures reinforce
exclusivity, and limits access to dance experiences.

Our inquiry-driven organizational culture centers
artists and teachers as powerful agents of change,
LUNA’S PLACE AS A LAUNCHING PAD FOR SOCIAL CHANGE
uniquely equipped to reveal what equity in dance
looks like. These leaders create ripple effects of
change that extend from our dance institute in
Berkeley, California to their classrooms, studios,
neighborhoods, and communities everywhere.

Throughout recorded history, the wondrous
spirit of human creativity, including its
expression through the arts, has preceded and
shaped societal progress. We believe that gifting
future generations of children the freedom
to dance has the power to reveal a new era
of human actualization and empathy-rooted
interconnection.

Because to dance is to fly, and when we fly, we
can soar. When we soar, we are free. A stable
and sustainable space for Luna is essential to
unleashing the full potential of dance to help
children everywhere experience liberation.

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3 2022
2027
2032
2052
50,000 KIDS REACHED AT LAUNCH
500,000 KIDS REACHED IN TEN YEARS
1,500,000 KIDS REACHED IN THIRTY YEARS
250,000 KIDS REACHED IN FIVE YEARS

EACH YEAR, LUNA DANCE INSTITUTE TEACHERS
REACH 50,000 KIDS

OUR VISION FOR THE NEXT THIRTY YEARS
LUNA’S REACH
Artists and teachers at Luna bring dance to students in public schools, social service agencies, libraries, Head Start programs, and many other environments, making dance accessible to children who might be excluded because of socio-economic, language, or special education barriers. Since 1992, Luna has already reached 300,000+ kids. 3

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4 Dance is integral to a holistic education that supports children’s physical and cognitive development,
health and well-being, and creative expression. With
the reinstatement of the California dance teaching
credential, after a 50-year demise of dance in schools, now is the time to restore access to high-quality dance education for all children. Luna has a unique and
distinct role to fulfill to support dance educators.
— TOM DECAIGNY

EXECUTIVE DIRECTOR, CREATE CA

STATEWIDE ARTS EDUCATION ADVOCACY

AND POLICY ORGANIZATION

THE LEAP LAND SOAR CAPITAL CAMPAIGN

WILL BUILD AN ENDURING HOME FOR DANCE EDUCATION
space for dance education
LEAP LAND SOAR • • • • • • •
4

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5 space for dance education
LEAP LAND SOAR • • • • • • •

LIFTING DANCE UP
and schools as innovators, generating
greater access to creative, high-
quality dance education for all
children. Luna’s community of
teachers successfully advocated to
reinstate California’s dance teaching
credential through the 2017 Theatre
and Dance Act (TADA!). Stabilizing
Luna’s operating capacity with a
permanent, dedicated space for
dance teachers provides a foundation
for collaboration as they collectively
continue to advocate for dance at
local, regional, and national levels.
when children are dancing, they are home
LEAP . . .

Over three decades, Luna Dance
Institute has grown from a local
dance studio to a nationally
recognized dance education leader.

Luna’s programs work together
with equity and policy initiatives to
expand dance education for children.

Luna’s Professional Learning
department offers a creative
haven for artists, teachers, and
practitioners to investigate their
practice, improve their teaching, and
grow as leaders and change agents.

They return to their communities

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6 CREATING A PERMANENT HOME
To thrive and grow, Luna Dance Institute must secure a permanent space to:

STRENGTHEN & STABILIZE

PROGRAMS
• Restart our temporarily-paused
in
-person programming
• Exp
and opportunities for teaching
artists and educators to develop as
leaders and researchers
•
Rai
se the profile of dance by bring-
ing children, families, artists, and
teachers together to learn, dance,
and grow in community

CREATE A NEW

COMMUNITY ASSET
• Support Luna’s future leaders to
co
ntinue its mission of access and
equity in dance
• Emb
ed Luna’s excellent creative
programs and research in a region
that prides itself as a leader in arts
and culture
•
Host c
ollaborative ventures as
part of the greater Berkeley arts
ecosystem
•
Incr
ease the number of local studio
spaces designed for dance-making,
learning, and performing
creating community through dance
space for dance education
LEAP LAND SOAR • • • • • • •
LAND . . .

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7 In a permanent Berkeley location,
Luna will SOAR into our next phase
as an organization that is a vital
cultural asset to the San Francisco
Bay arts ecosystem. With a stable
home, Luna will provide local
services to diverse children, families,
artists, and teachers as it continues
to strategically participate in state
and national arts education policy
initiatives that affect our region
embodied knowledge made visible
and ripple throughout California.

Luna’s current and future leaders
will explore new ideas and develop
programs to meet the evolving
needs in arts education. A successful
LEAP LAND SOAR Capital Campaign
propels us into the future—
positioning us to lead excellence in
dance education. Now is the time to
take a giant leap forward and secure
a long-term space for Luna Dance
Institute.

LAUNCHING OUR FUTURE
space for dance education
LEAP LAND SOAR • • • • • • •
SOAR . . .

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8 TOGETHER CHANGING THE WORLD
Luna gives dance educators
a home and community.

In a profession where
many dance educators are
isolated, Luna gives them a
place to connect and to grow.
— SUMMER INSTITUTE
PA

RTICIPANT
8

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9 PROFESSIONAL LEARNING
California’s only arts resource solely focused on
supporting dance educators teaching youth ages 0-17.

Educators maximize creativity in all dance curricula,
establish collegial communities, research their practice through seminars, internships, and fellowships, and
become change agents in the fields of dance and
education. As they become confident leaders in their
communities, they create a ripple effect that fulfills
Luna’s mission to bring all children to dance.

Luna’s Professional Learning and Community Programs work are intertwined – internships, seminars, and extended Institutes help Luna reach more children and families. The field research of Luna’s community of artists and teachers show policymakers what is possible in dance education.

I have known Luna since I was pregnant with
my son Schuyler. First, as a teacher and dancer
accessing their professional resources, then as
the parent of a child and pre-teen taking classes
at their studio, and also as a board volunteer. My
son is 15 now, and Luna continues to be a shining
resource for the community and all who believe in
the power of dance to change lives.
— HEIDI SAWICKI

EAST BAY TEACHER AND PARENT

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10 We envision a light-filled accessible space where artists, educators, children, and families will create a community through dance. Dance is a live embod- ied art form to be experienced in-person. These vital features are needed for Luna’s permanent Berkeley home:

DEDICATED SPACES TO DANCE, LEARN & SHARE
2 Dance Studios
Parent Area
Library
Research & Resource Centers
Capacity for Audience Seating

FACILITY & OPERATION
7600 square feet with space to grow
ADA-Compliant Access
Efficient HVAC
Technology for In-Person & Virtual Learning

ORGANIZATIONAL STABILITY & SELF SUFFICIENCY
Shareable Community Asset
Accumulation of Financial Equity
Earned Income Potential

PROPOSED CAPITAL IMPROVEMENTS
freedom in new and unpredictable ways
For nearly 30 years, through
the power of community, Luna
has reached tens of thousands
of children, their teachers, and
their families. A home base
gives all of them a creative
space of belonging to move
out from and return to.
— PATRICIA REEDY

FOUNDER

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11 HELP LAUNCH OUR FUTURE THROUGH YOUR INVESTMENT
After leaving our last studio as a result of the pandemic, we searched for a new space to resume our in-person
work to bring dance to all children. In February 2022, we entered into contract on a space with all the potential described above. Your investment in the LEAP LAND
SOAR Capital Campaign will turn this building into a
permanent home for Luna Dance Institute.

Your support centers Luna within Berkeley’s community
of arts organizations and helps to continue innovative
programs in dance pedagogy. Rising dance educator
leaders will have the collegial space and the resources they need to serve hundreds of thousands of children.

WAYS TO SUPPORT
All contributions make a difference, and there are many ways to support LEAP LAND SOAR. Learn more about
how you can help our capital campaign here.

Contact info: Nancy Ng [email protected] 510-883-1118 EIN: 56-2467645 space for dance education
LEAP LAND SOAR • • • • • • •
11 GET IN TOUCH
Nancy Ng, Co-Executive Director, welcomes the
opportunity to meet with you and share our
commitment to creativity, equity and community
through the art of dance. To schedule a meeting,
contact [email protected] .

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12 LUNA DANCE INSTITUTE
12 I supported Luna Dance Institute after seeing the
power of embodied dance to bring parents and
young children together in the MPACT program. I’m
committed to helping Luna find a permanent home
to expand its programs to bring the joy of dance and
movement to all children.
— KAREN BANKS

BANKS FAMILY FOUNDATION

CAPITAL CAMPAIGN LEAD DONOR

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March 14, 2022

Dear Mayor Arreguín and Berkeley City Council,

As the Founding Director of Kala Art Institute, serving and supporting artists in Berkeley and beyond sicne 1974, I submit this resounding endorsement for Luna Dance Institute’s request for a grant of $150,000 from the City of Berkeley to establish its permanent dance education center at 931 Ashby Avenue. Luna will infuse West Berkeley and the city of Berkeley arts scene and local economy of culture, technology, industry and retail, with generous dynamism and spirit.

Luna, like Kala, shares an important mission to serve the community through the transformative power of the arts. Luna provides paradigm-shifting dance education that bring creativity, equity and community to children, families and schools, and to professional artists and educators. Luna provides creative dance, family dance, and choreography classes; rehearsal and performance opportunities; resources to investigate issues of equity and creativity vital to the dance field; and partnerships with education and social service agencies bringing benefits of dance to stakeholders.

In addition to its focus on children and families, Luna provides professional learning for artists, teachers, and social workers, attracting and inspiring educators internationally with its innovative pedagogy. Luna internships, fellowships, inquiry panels, and podcasts build practice and advocacy for significant issues, like disability awareness and special education, embodied family and parent education, and teaching culturally diverse dance forms. Throughout its 30 years of its existence, Luna has been recognized as a thought-leader in arts education. Luna was a key contributor to the City’s arts and culture plan, and an active member in Berkeley Cultural Trust –reinstating the Berkeley Arts Education Steering Committee, and co-chairing the Equity and Inclusion committee.

A permanent home for Luna would create a necessary asset for Berkeley, a safe space where all bodies would be welcome to join Luna’s inclusive vision of community. There, children will be empowered to explore their truest nature, imagine, create, and express their ideas freely; families will be able to strengthen bonds through trust, empathy and joyful play; any body will be able to discover a love for dance, beauty and life-long learning. I urge you to support the building of Luna’s new home, which I attest will be an important hub for community service and activation and an incubator for the stewardship of an equitable, sustainable, vibrant Berkeley.

Respectfully,

Founding Director, Kala Art Institute

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CONSENT CALENDAR
April 26, 2022

Sophie Hahn
District 5 Councilmember
2180 Milvia Street, Berkeley, CA 94704 ● Tel: (510) 981-7150 ● TDD: (510) 981-6903 E-Mail: [email protected]
To: Honorable Mayor and Members of the City Council
From: Councilmember Sophie Hahn (Author), Councilmember Susan Wengraf (Co-Sponsor), Councilmember Rigel Robinson (Co-Sponsor) Subject: Budget Referral: Hopkins Corridor Bike, Pedestrian, and Placemaking Improvements

RECOMMENDATION
Refer $300,000 to the FY 2023-2024 budget process, with $150,000 in FY 2023 and $150,000 in FY 2024, for bike, pedestrian, and streetscape improvements to be implemented in coordination with protected bike lanes, pedestrian safety features, and re-paving of the Hopkins Corridor.

CURRENT SITUATION
City staff and their on-call consultants are currently working on a study of the Hopkins Corridor area, in response to the Hopkins Corridor Traffic and Placemaking study referral unanimously passed by the City Council in 2017, and the 2017 Berkeley Bike Plan recommending Hopkins Street for a complete streets corridor and cycle track study.

Plans for pedestrian and bike improvements, as well as a first phase of landscaping, seating, bollards, bike parking, and related amenities for the area are in the final stages of development. Work related to these plans, including repaving, raising crosswalks, and pouring of new curbs, bulb-outs, islands, and other features, is scheduled to take place in 2023. The imminent build-out of these hardscape elements provides a unique opportunity to refresh and expand bike parking, benches, bollards, and trash receptacles, plant trees, install drought tolerant landscaping in medians and bulb-outs,

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and provide other amenities for safety, utility, and community gathering – to accomplish the letter and spirit of the Hopkins Corridor referral.

While some funds already exist for these purposes, it is anticipated that additional funds will be needed to support installation of features across the corridor that harmonize with the existing neighborhood.

The purpose of this budget referral is to provide complimentary funding to allow for simultaneous implementation of streetscape improvements not otherwise funded, including but not limited to benches, bike racks, trash receptacles, street trees, drought tolerant landscaping, bollards, and protected pedestrian crossing features, and related community and placemaking elements.

BACKGROUND
The Hopkins Corridor, defined in a 2017 referral for the Hopkins Corridor Traffic and Placemaking Study, encompasses Hopkins from Gilman Street to Sutter Street, Sacramento Street from the southern approach of Rose Street to Hopkins Street, and the Monterey Avenue approach to Hopkins, plus all major and minor intersections. In addition, the City’s 2017 Bike Plan recommended Hopkins Street for a “complete street corridor and cycle track study.” The studies are currently being conducted by the Public Works department and on-call consultants, to coincide with the planned repavement of Hopkins Street in 2023.

In addition to being the site of several tragic pedestrian and bike injuries and fatalities, the Hopkins Corridor encompasses a variety of impactful conditions including:
● The busy neighborhood commercial area centered around the intersection of Hopkins Street and Monterey Ave, which attracts significant car, bicycle and pedestrian traffic on a daily basis, constant ingress and egress from parking lots and spaces, and associated delivery and other trucks;

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● Treasured local businesses that draw a neighborhood and regional clientele and benefit from pedestrian activity and lively café-seating and street-life. ● Numerous educational and recreational facilities in the area that involve drop-off and pick-up of youth, and/or youth pedestrians and bike riders, including at least four preschools (Mustard Seed at 1640 Hopkins St, Hopkins Pre-school at 1810 Hopkins, Sprouts at 1910 Hopkins, and Berkeley Little School at 1611 Hopkins), King Middle School; King’s playing fields and the adjacent park, pool, and tennis courts, St. Mary’s High School and the North Branch Library; ● Two active churches;
● A high concentration of families and Senior Citizens living in the area, regularly crossing streets to access shops, recreational and ecumenical facilities and the North Branch public library;
● Hopkins and Monterey serving as major East/West access corridors with significant vehicular traffic to and from freeways and cross-town destinations (via Sacramento, San Pablo, The Alameda/MLK and Sutter/Henry/Shattuck); ● Hopkins and Sacramento serving as designated Emergency Access and Evacuation Routes;
● California Street serving as a bicycle boulevard and AC Transit bus lines traveling through the corridor; and
● One of only two gas stations in North Berkeley at Hopkins and MLK/Alameda, with vehicles regularly stacked in the street and intersection awaiting ingress.

The Hopkins Corridor Traffic and Placemaking Study articulated the following Complete Streets/Traffic elements to be considered in the course of the study:
● Pedestrian safety at all intersections along the corridor, in particular at Monterey and Hopkins, the site of a fatality in April of 2017;
● Bicycle lanes, parking and infrastructure, including elements anticipated as part of the 2017 Berkeley Bicycle Plan;
● Traffic flow into and out of the corridor, with special attention to the Gilman/Hopkins, Sacramento/Hopkins, Hopkins/Monterey and

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Hopkins/MLK/Alameda intersections;
● Ingress and egress from the Monterey Market and the Hopkins/MLK/Alameda gas station;
● Parking, pick-up and drop-off for schools, the public library, churches and recreational facilities, including consideration of traffic management at peak times;
● AC Transit and school busses, both public and private; ● Green Infrastructure;
● Addition of signalized intersections and/or adjustment of timing, turning and other features of signalized intersections; and
● Parking for employees and customers and loading for commercial vehicles.

In addition, the Study is required to address the following Community Building/Placemaking elements:
● Exploration of means to create additional spaces for community gathering and to increase greenery and other placemaking amenities that harmonize with existing features in the corridor, with full access for all ages and abilities; ● Ensure design and style of improvements add to the charm and character of this highly valued and historic neighborhood commercial district; and ● Any other considerations that may further enhance placemaking and the safe and vibrant use of public spaces, including improvements to hardscape and greenery and enhancement of community-building and placemaking.

In response to the 2017 Referral and the Bike Plan study requirements, the Public Works department is in the final stages of conducting the first phase of the required studies.

As reformatted by staff, key project study goals are:
● Improve the safety of walking along and crossing Hopkins Street, achieving zero pedestrian severe injuries by 2028;

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● Improve bicycle and vehicular transportation safety and flow along and crossing Hopkins Street, achieving zero severe injuries by 2028; ● Transform Hopkins Street between Sacramento Street and McGee Avenue into a community gathering place with an attractive visual identity and inviting public spaces;
● Manage parking in order to meet the needs of residents and local businesses;

● Support local businesses by creating a streetscape that attracts customers:

● Install green infrastructure to protect the Bay while providing visual enjoyment wherever opportunities arise;
● Improve aesthetics along Hopkins Street, employing a design palette consistent with its historic character.

While some funds already exist for streetscape features that support the community/placemaking elements of the Hopkins Corridor referral and staff’s project study goals relating to community gathering, attractive visual identity, inviting public

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spaces, customer-friendly streetscape, green infrastructure and improved aesthetics consistent with historical character, it is anticipated that additional funds will be needed to support installation of features across the corridor that harmonize with the existing neighborhood.

In addition to funds sought directly from the City of Berkeley to more fully accomplish Hopkins Corridor project goals, several community-based efforts are either underway or anticipated to support and maintain new community and place-making elements. ● Merchants have approached the City about the possibility of creating a merchant’s association, either via a formal Business Improvement District or another form of association, that could generate funds for supplemental upkeep of street furniture, sidewalks, and landscaping in the commercial areas of the Hopkins Corridor.
● Local volunteers have long maintained the triangular island behind the North Branch Library. Additional landscaping at the Hopkins/Alameda intersection and throughout the Corridor may be able to be maintained through a broader community effort such as an “adopt a spot” or other neighborhood group.

Councilmember Hahn’s office will be organizing outreach to existing community volunteers and associations - including the Friends of the Fountain and Walk, who help maintain the nearby Marin/Arlington Circle area, and Thousand Oaks Neighborhood Association - to discuss potential partnerships. Alternatively, a new, single-purpose organization may be established to supplement City maintenance of Hopkins Corridor streetscape and landscaping elements. ● Grant opportunities and other community fundraising could be another means to supplement City of Berkeley Funds, and will be explored in full once this phase of planning for the Hopkins Corridor has been completed.

FINANCIAL IMPLICATIONS
Budget request for $300,000 total, $150,000 in FY2023 and $150,000 in FY2024, to realize the first phase of community/placemaking elements of the Hopkins Corridor goals relating to community gathering, attractive visual identity, inviting public spaces,

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customer-friendly streetscape, green infrastructure, and improved aesthetics consistent with historical character.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
A major impetus for the Hopkins Corridor study and improvements is to significantly improve pedestrian and bike safety and create a more lively and inviting streetscape for community gathering. With these improvements, it is anticipated that many more people will choose to bike or walk to and from the Corridor’s many destinations - schools, churches, a library, a track, pool and other sports facilities, popular shops and service providers, and more.

One of the main features of the proposed plan, in its final stages of development, is a two-way cycletrack on the South side of Hopkins, designed to provide safe bike access for King Middle School students and other users of King school and park recreation facilities, including seniors and families with young children. AC Transit stops are also being reconfigured for greater access and visibility. All of the bike, pedestrian, and transit features are designed to invite a broader segment of the community to bike, walk, and take public transit on the Hopkins Corridor, significantly advancing the City’s climate action and GHG reduction goals.

CONTACT PERSON
Councilmember Sophie Hahn Council District 5 510-981-7150

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Councilmember Sophie Hahn
City of Berkeley, District 5
1 CONSENT CALENDAR
April 26, 2022
To: Honorable Mayor and Members of the City Council
From: Councilmembers Sophie Hahn (Author), Susan Wengraf (Co-Sponsor), and Kate Harrison (Co-Sponsor)
Subject: Co-Sponsorship and Budget Referral for the Solano Avenue Stroll

RECOMMENDATION

1. Adopt a Resolution for the City of Berkeley to Co-Sponsor the Solano Avenue Association’s 2022 and 2023 Solano Avenue Stroll events, currently scheduled for Sunday, September 11, 2022 and Sunday, September 10, 2023, taking place on Solano Avenue in both Berkeley and Albany; and

2. Resolve to provide in-kind City services previously provided at no cost to the Solano Stroll, including but not limited to police, fire, zero waste, and public works, at no cost to the September 2022 and 2023 Solano Stroll events, and allocate $20,000 per year for FY 2023 and 2024 ($40,000 total) for the Solano Avenue Stroll, to support the September 2022 and 2023 Stroll events.

CURRENT SITUATION AND ITS EFFECTS
This year the need for people to reconnect with their community in safe and celebratory ways is more important than ever. The Solano Avenue Stroll (the “Stroll” or the “Solano Stroll”), a multicultural outdoor event that draws visitors of all ages, backgrounds, and abilities from Berkeley and neighboring communities, provides the perfect opportunity, especially in light of the fact that some individuals continue to feel more comfortable in outdoor settings. It’s been a long 2 years of hibernation and the community is hungry for this singular opportunity to stroll, dance, sing, learn, eat, shop, and enjoy the lively company of neighbors, friends, artists, musicians, shopkeepers, and the broader East Bay community.

The annual Solano Avenue Stroll is a public event which brings together the expression, enjoyment, and diversity of our communities in an inclusive, no-barrier, family-friendly, outdoor celebration that is and always has been free to the public. It is the largest street fair in the East Bay, drawing crowds of up to 250,000 people over the course of a single day, and spans two cities: Berkeley and Albany. The scale and importance of this free public celebration and event is unique in Berkeley and the region, and requires a singular level of support and partnership from both the cities of Berkeley and Albany.

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2 The 2022 Stroll, the Association’s 48th Annual event (the pandemic resulted in cancellation of the past two years’ events), is scheduled to take place on Sunday, September 11 and, with the City of Berkeley’s co-sponsorship and support, will once again span the entirety of Solano Avenue, both in Berkeley and Albany. The 2023 Stroll is currently scheduled to take place on Sunday, September 10, 2023. These events are each expected to draw up to 250,000 participants, who can feel comfortable attending celebratory outdoor events after an extended period of social isolation.

Producing the Stroll is a uniquely complex and time-consuming undertaking. The Solano Avenue Association, with a board of 15 volunteers - who also own and run their own local businesses - works diligently to produce the Stroll on an exceptionally frugal "shoestring" budget.

In light of the extra importance of an event like the Stroll at this time, and increased costs over the years, the organizers look forward to continued partnership from the City of Berkeley through both in-kind donations of City services and an annual sponsorship amount of $20,000, to support the North Berkeley Bart shuttle and other out-of-pocket expenses. They also look forward to working more closely than ever with the City of Berkeley, all Councilmembers, Visit Berkeley, and the Berkeley Chamber, among others, to ensure everyone in Berkeley knows their Stroll is back, and they are cordially invited.

To facilitate continuity of planning and support for this long-standing annual event, this item seeks to commit City sponsorship, free in-kind services, and a modest sponsorship donation for both the September 2022 and September 2023 events (which fall in FY 2023 and 2024).

BACKGROUND

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3 The Solano Avenue Association was organized in 1974 and achieved nonprofit status in 1983.

The Solano Avenue Stroll, the Association’s signature annual event, draws approximately 250,000 people over the course of a free, outdoor, closed-street, family-friendly, smoke- and alcohol-free one-day event which spans 26 blocks and more than a full mile of Solano Avenue in both Berkeley and Albany, from The Alameda to San Pablo Avenue. In 2000, the Solano Avenue Stroll became an official “Local Legacy,” installed into the United States Library of Congress with the help of Congresswoman Barbara Lee, and was recognized as celebrating “America's rich diverse culture.”
Now in its 48th year, the Solano Avenue Stroll has been sponsored with both services and funds by the Cities of Berkeley and Albany for longer than the Solano Avenue Association has records; meaning at least 20 years.

The Stroll draws both locals and visitors. In 2013, a zip code survey was taken from 453 event goers and recorded 139 different zip codes from across the Bay Area. On the east end, the Stroll is referred to as “Berkeley’s Reunion,” and on the west end much of Albany turns out.

Both ends are united by the festive Parade that kicks-off the event, starting at the top of the street with dancers, bands, floats and youth and families from many schools and organizations.

The Solano Avenue Association works actively to minimize the environmental impact of the Stroll. In addition to regular AC Transit service, free event-day shuttles provide rides from 10AM to 7PM to and from the North Berkeley Bart Station and up and down the length of Marin Avenue, making stops at intersections with stop lights on Marin. Free valet bicycle parking is available at Wells Fargo bank (1800 Solano at Modoc) and a vacant lot (1254 Solano at Masonic). Recycling and composting are part of the zero waste ethos of the event.

This year, the Solano Avenue Association will be requiring all vendors to provide only compostable bags and foodware, unless items are not available due to supply chain challenges, or for health and safety reasons (to avoid spilling of hot liquids, for example). Recycling and composting bins have and will continue to be provided along the entire route of the event.

The Solano Stroll typically features over 500 vendors, including 50 entertainers representing a wide variety of cultures, food from 50 booths and local restaurants representing cuisines from all the continents, 150 government and non-profit agencies, 150 juried handcrafters, a 75- participant parade with local bands, performers, schools, and organizations, safe mechanical rides for children, and more.

The Stroll gives people from near and far a rare opportunity to see, experience and learn about everything our unique community has to offer. The event is family friendly and supported by diverse not for profit and government organizations. Approximately 75% of participating non- profits use Berkeley booth locations to broadcast their mission to the public. The event allows for meaningful outreach and direct contact with the populations that these vital community organizations serve, including low income clients who may have few other free and public opportunities to learn of available programs and services, and offers a unique opportunity to recruit volunteers and donors.

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4 There is a “green zone” for environmental organizations, an area for health and wellness organizations, affordable housing and homeless services providers, libraries, police, fire and other city and county departments, schools, sports teams, transit providers, student and neighborhood associations, faith institutions, and political parties and associations, among others. Many elected officials from the State, County, region and local cities and school districts also participate, to connect in person with the hundreds of thousands of constituents who attend the Stroll. All of these groups and individuals rely on the unique exposure the Solano Stroll provides and consider participation a key annual activity to connect with stakeholders and potential clients. Ninety-two percent of participating organizations and vendors return each year.

After a two-year hiatus, the opportunities provided by the Stroll to connect with the public are particularly important.

A list of recent Stroll business, arts, and organizational participants is attached to hereto.

Due to the popularity and reputation of the Solano Avenue Stroll, both the cities of Berkeley and Albany, as well as the community at large, have benefitted from the exposure the event has garnered. Many local businesses and organizations have gained a loyal following by first participating as a vendor at the event, and some have found permanent store-front homes along Solano Avenue and now contribute to the local economy with community-oriented goods and services. The Stroll draws significant traffic to local restaurants, retail businesses, and arts and culture venues who participate in the event. Most recently, there are a number of businesses that have made Solano home during the pandemic, risking an investment in our local economy at a very challenging time, and the Stroll will provide a great opportunity for the community to discover and welcome them to the neighborhood.

Solano Avenue merchants, longstanding and newly arrived, benefit from the exposure to approximately 250,000 potential customers who see Solano’s products and services. While not every business registers a boost in sales the day of the Stroll, positive economic activity generated by the event continues for months.1
While there remains some uncertainty due to the pandemic, the Solano Avenue Association has consulted with organizations hosting similar outdoor events in the region and has learned that many are successfully planning and executing their events despite the challenges. Many past Stroll participants and supporters have been reaching out to the Association in hopes of attending or participating in the Solano Stroll this year, and going forward. Examples of outreach the Association has received, asking for the event to move forward, include the following:
“We are very much in support of the return of the Solano Stroll for 2022. As vendors we rely on these types of events for income and this show has always been a highlight on our calendar. It is vital, critical and essential that all cities give proper attention to these 1 https://www.solanoavenueassn.org/wordpress/wp-
content/uploads/2014/04/solanoavenuestrollhistory.pdf

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5 cultural events that make our geographic home a living breathing entity. Please bring it back. For Berkeley” – Jacob C.
“Hello, We would LOVE to be able to have a booth at the Solano Stroll on Sunday September 11th! Hopefully it will happen! It was great fun and such a success. Thank you and please keep us updated!” – Kipp H. Berkeley
“We’ve been artists at the “Stroll” for 25 years (!) and we would LOVE to see it return in 2022! It’s always been one of our favorite events for many reasons; it’s very well- organized by the powers that be- and supported by the public fabulously! We’ve heard from SO many past customers and attendees that have missed it and also want it to return! Please allow it to return in September of 2022; don’t let it become a victim of covid!” – Kim & Mark P (After the Gold Rush)
“This is one of my best markets and a big boost to my economy. I see all my old friends and make new! LOVE IT!” – Diane A Multiple Threads
“The Solano Stroll is such a wonderful opportunity to see all of my Berkeley friends. I grew up in Berkeley and miss it. It is well organized and I thank you all who work so hard to make it happen.” – Nicki T. Los Gatos
“California Revels has participated with and supported for many years the Solano Stroll.

It’s a highlight of our Fall and we believe our Solstice Ensemble singers provide one of the high points for passers by.”
The Stroll also raises revenues and enhances the City’s reputation locally and regionally, engendering significant goodwill. The event is well-known and beloved by the community and an opportunity for people beyond Berkeley and Albany to discover these communities, and has been a source of pride for both Berkeley and Albany for five decades.

It takes about 600 staff-hours to produce the Solano Stroll, plus thousands of additional volunteer hours, and the event is one of only four in the United States and Canada that operates in two municipalities simultaneously. The scale and complexity of the Solano Stroll is unique and requires coordination among municipalities and with the Solano Avenue Association to ensure security, zero waste, toilet facilities, parade staging, set-up and take-down of performance, commerce, and event spaces, electricity, barricades, and other services and elements. Despite the magnitude of the Stroll, Solano Avenue is virtually spotless and fully restored to normal operations within 24 hours of the close of the event.

This item asks the City of Berkeley to register its official sponsorship of the September 2022 and 2023 Stroll events (taking place in FY 2023 and 2024) with a resolution, a commitment to continue providing services traditionally offered to the Stroll at no cost, and a budget allocation of $20,000 in sponsorship for each of the two years (for a total of $40,000 from the FY 2023/2024 Budget). In sponsoring the Stroll in all these ways, Berkeley joins the City of Albany and local businesses including Albany Subaru, Mechanics Bank, Belmont Village, John Muir

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6 UCSF Health, Winkler Real Estate Group, and Safeway, and acknowledges the thousands of volunteer hours donated by the Solano Avenue Association Board of Directors and other volunteers.

FISCAL IMPACTS OF RECOMMENDATION
As noted above, the Solano Avenue Stroll provides day-of and residual income to local businesses, and generates significant regional exposure and goodwill, contributing to the local tax base and economy. The item requests $40,000 in sponsorships over two years ($20,000 per year) and donation of in-kind services associated with the Solano Stroll event.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE CHANGE
The Stroll minimizes climate impacts by operating on a street easily accessed by numerous AC Transit bus routes, and offering a popular no-cost shuttle to and from the Berkeley Bart Station, plus free valet bike parking at both ends of Solano Avenue. Ample additional bike parking is available throughout the area of the Stroll, and many participants simply walk from home to participate. In addition, the Solano Stroll provides compost and recycling facilities throughout the event, and will prohibit the use of non-compostable bags and throw-away foodware items by all vendors, except where necessary for health and safety or due to supply chain constraints.

CONTACT PERSON
Councilmember Sophie Hahn, (510) 981-7150
Attachments

1. Resolution

2. Recent Booth and Parade Participants List

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7 RESOLUTION NO. – N.S.

CITY OF BERKELEY CO-SPONSORSHIP AND SUPPORT
FOR THE 2022 AND 2023 SOLANO AVENUE STROLL EVENTS
WHEREAS, The annual Solano Avenue Stroll is a public event which brings together the expression, enjoyment, and diversity of our community in an inclusive, no-barrier, family- friendly, outdoor celebration that is and always has been free to the public; and WHEREAS, the Solano Avenue Stroll is the largest street fair in the East Bay, drawing crowds of up to 250,000 people over the course of a single day, spanning two cities: Berkeley and Albany; and
WHEREAS, The scale and importance of this free public celebration is unique in Berkeley and the region, and requires a singular level of support and partnership from both the cities of Berkeley and Albany; and
WHEREAS, The Solano Avenue Stroll, now in its 48th year, has been sponsored with both in- kind services and funds by the cities of Berkeley and Albany for longer than the Solano Avenue Association has records; at least 20 years; and
WHEREAS, The Solano Stroll typically features over 500 vendors, including 50 entertainers representing a wide variety of cultures, food from 50 booths and local restaurants representing cuisines from all the continents, 150 government and non-profit agencies, 150 juried handcrafters, a 75-participant parade with local bands, performers, schools, and organizations, safe mechanical rides for children, and more; and
WHEREAS, The Solano Stroll is well-known and beloved by the community and has been a source of pride for both Berkeley and Albany for almost five decades; and WHEREAS, The Solano Stroll raises revenues and enhances the City’s reputation locally and regionally, engendering significant goodwill; and
WHEREAS, The Solano Avenue Association, producer of the Stroll event, works actively to minimize the environmental impact of the Stroll, providing a free Shuttle to and from North Berkeley Bart station, free valet bike parking at both ends of the Avenue, and will require vendors to offer only compostable bags and foodware; and

WHEREAS, in recognition of the diversity and reach of the event, the Solano Avenue Stroll has had the honor of being selected by Congresswoman Barbara Lee for inclusion at the Library of Congress in Washington D.C. as a “National Local Legacy”; and WHEREAS, the City of Berkeley has a longstanding practice of providing annual support for the Solano Avenue Stroll through cash grants and the provision of in-kind services at no cost to the Solano Avenue Association; and

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8 WHEREAS, This and next year’s Solano Avenue Strolls are especially important to connect our community after two years of COVID-related isolation;
NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City of Berkeley shall be an official Co-Sponsor of the Solano Avenue Association’s 2022 and 2023 Solano Avenue Stroll events, currently scheduled for Sunday, September 11, 2022 and Sunday, September 10, 2023, taking place on Solano Avenue in both Berkeley and Albany; and BE IT FURTHER RESOLVED THAT the City of Berkeley shall provide in-kind City services to the Solano Stroll, including but not limited to police, fire, zero waste, and public works services, at no cost to the September 2022 and 2023 Solano Avenue Stroll events, and shall further support the 2022 and 2023 Stroll events with grants of $20,000 for each event, for a total of $40,000 over Fiscal Years 2023 and 2024.

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Solano Stroll Booth and Parade Participants
A Slice of Delight - Bath and Body - 21 Arts and Crafts A.Walther&C.Gardelle - 17 Arts and Crafts
A1 Sun Solar Installation Association Member off-Solano AC Transit (Alameda Contra Costa Transit) Non-Profit / Government AC Transit (Alameda Contra Costa Transit)* Parade
Addison Philly Cheesesteaks Food
Adopt a Homeless Senior Non-Profit / Government
Aesthetic Pruners Association Non-Profit / Government
Africa by Design (x2) Commercial
AFS - USA Intercultural Programs Commercial
After The Gold Rush - 22 Arts and Crafts
Alameda Alliance for Health Non-Profit / Government
Alameda County - General Services Agency (6 of 14) Non-Profit / Government Alameda County - General Services Agency (8 of 14) Non-Profit / Government Alameda County - Mosquito Abatement District Non-Profit / Government Alameda County - Mosquito Abatement District Parade
Alameda County - Vector Control Services Non-Profit / Government Alameda County Supervisor Keith Carson Parade
Albany - Berkeley Girls Softball League Non-Profit / Government Albany - Berkeley Soccer Club Non-Profit / Government
Albany - Berkeley Soccer Club (location alert) Parade
Albany American Legion Post 292 Non-Profit / Government Albany and Berkeley Rotary Club Parade
Albany Armada Aquatics Non-Profit / Government
Albany Armada Aquatics Parade
Albany Athletic Boosters Non-Profit / Government
Albany Chamber of Commerce (Citizen and Youth of the Year) Parade Albany Climate Action Coalition Non-Profit / Government Albany Democratic Club Non-Profit / Government
Albany High School Jazz Band Entertainer
Albany Jazz Big Band Entertainer
Albany Law Office of Elaine Videa Esq. Association Member off-Solano Albany Lions Club Parade
Albany Police / Fire Department (with C.E.R.T.) Non-Profit / Government Albany Police and Fire Department(s) Parade
Albany Preschool Association Member off-Solano
Albany Preschool (SAA member) Parade
Albany Property Rights Advocates (APRA) Association Member off-Solano Albany Science Olympiad Non-Profit / Government
Albany Science Olympiad Parade
Albany Strollers & Rollers 1/2 Non-Profit / Government
Albany Strollers & Rollers 2/2 Non-Profit / Government
Albany Subaru (Sponsor) Parade
Albany Subaru* Event Sponsor
Albany Teachers Association Parade
Albany Unified School District Non-Profit / Government

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Alta Bates Summit Medical Center (x2) Non-Profit / Government Aly Maky Commercial
American Chemical Society - CA Section Non-Profit / Government American Civil Liberties Union Non-Profit / Government
American Promise Non-Profit / Government
Amy's Face Painting Commercial
Ann Parker, M.D. – Neurodevelopmental Pediatrician Association Member off-Solano April Gavin Textile Art - 131 Arts and Crafts
Aquamarine Jewelry Studio - 39 Arts and Crafts
Aquarian Minyan Non-Profit / Government
Arca Design Group, Inc. Association Member off-Solano
Aries Kae Entertainer
Arivka Jewelry - 42 Arts and Crafts
Artemis Rowing Non-Profit / Government
ASH Designs - 15 Arts and Crafts
Ash Khajvandi Entertainer
Ashby Village Association Member off-Solano
Assembly District 15 (Wicks) Non-Profit / Government
At First Glance Ultrasound Commercial
Atime4u - Color Street Independent Consultant Commercial Aunt Betty's #2 Gourmet Corn Dogs Food
Ava All-Starz Cheer & Dance Parade
BandWorks Entertainer
Bay Area Alternative Press Non-Profit / Government
Bay Area Children’s Theatre Non-Profit / Government
Bay Area for Warren Non-Profit / Government
Bay Area Intactivists Non-Profit / Government
Bay Area Rapid Transit Police (B.A.R.T.) Non-Profit / Government Bay Area Skeptics Non-Profit / Government
Bay Area Zionists Non-Profit / Government
Bayou Noir Cajun Band Entertainer
Beat Seekers Entertainer
BeHOME Berkeley Non-Profit / Government
Belmont Village Senior Living – Albany* Event Sponsor
Berkeley Architectural Heritage Association Non-Profit / Government Berkeley Ballet Theater Non-Profit / Government
Berkeley Buddhist Priory Non-Profit / Government
Berkeley Camera Club Non-Profit / Government
Berkeley Chess School (x2) Non-Profit / Government
Berkeley City Council Parade
Berkeley City Council (Hahn) Non-Profit / Government
Berkeley Democratic Club Non-Profit / Government
Berkeley Disaster Prep Neighborhood Network Non-Profit / Government Berkeley Folk Dancers Entertainer
Berkeley Friends Church Non-Profit / Government
Berkeley Garden Club Non-Profit / Government
Berkeley High School Crew Team Non-Profit / Government
Berkeley High School Jazz Entertainer

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Berkeley High School Mountain Bike Team Non-Profit / Government Berkeley Historical Society Non-Profit / Government
Berkeley Historical Society Parade
Berkeley Humane (x2) Non-Profit / Government
Berkeley Lab (x2) Non-Profit / Government
Berkeley Morris Entertainer
Berkeley Pathwanderers Association Non-Profit / Government Berkeley Playhouse Non-Profit / Government
Berkeley Police and Fire Department(s) Parade
Berkeley Police Department Non-Profit / Government
Berkeley Public Schools Fund Non-Profit / Government
Berkeley Repertory Theater Non-Profit / Government
Berkeley Unified School District Non-Profit / Government Berkwood Hedge School Non-Profit / Government
Bèselan Botanicals Commercial
Betsy Stern Entertainer
Bibles for America Commercial
Bird vs. Bird Designs - 12 Arts and Crafts
Black Pine Circle Middle School Non-Profit / Government Black Pine Circle Middle School Band Entertainer
Blue Bear School of Music Non-Profit / Government
Blues Daddies Entertainer
Bong (LED Gifts) Commercial
Bonnie Jo Jams Food
Bottle of Clouds - 33 Arts and Crafts
Bouncy Zone Commercial
Boy Scouts of America (MDSC) Non-Profit / Government
Boy Scouts of America (MDSC) Troop 14 (Color Guard) Parade Boy Scouts Troop 19 / Berkeley Food
Brenda's Ceramics and Jewelry - 128 Arts and Crafts
Bridges Rock Gym* Commercial
Brushstrokes Studio Commercial
C/F Preservation of Pioneer Jewish Cemeteries Non-Profit / Government California Corn Roast Food
California Revels Non-Profit / Government
Candle du Jour - 133 Arts and Crafts
Cazadero Performing Arts Camp Association Member off-Solano Cazadero Performing Arts Family Camp Non-Profit / Government Center for Elders' Independence Non-Profit / Government Chabad of El Cerrito Non-Profit / Government
Charlie Frank's Pies Food
Cheeky Clothing, Jewelry & Accessories Commercial
Child Therapy Institute of Marin Non-Profit / Government Children's Community Center Non-Profit / Government
City of Albany KALB 33 / Albany FilmFest* Event Sponsor City of Berkeley Animal Care Services Non-Profit / Government City of Berkeley Auditor Non-Profit / Government
City of Berkeley Parks / Landscaping Services Non-Profit / Government

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City of Berkeley Parks / Recreation Administration Non-Profit / Government City of Berkeley Rent Board Non-Profit / Government
ClimateChangeEducation.org (x2) Non-Profit / Government Coder School Berkeley Commercial
Color Street (LF) Commercial
Community Campaign to Save Alta Bates Non-Profit / Government Community Campaign to Save Alta Bates Parade
Compass Rose Design - 103 Arts and Crafts
Corn Bread Willie Entertainer
Cornell School Chinese After-School Program (AUSD) Parade Crazy Hats Commercial
Crisis Entertainer
Crowden Music Center Non-Profit / Government
Curbside Kitchen Food
Cutie Pop Nail Shop Commercial
Del Crisol Jewelry - 19 Arts and Crafts
Del Mars Entertainer
Delicious Kettle Corn Food
Delightful Foods Food
Demby | Co - 10 Arts and Crafts
Diamond Equine Services Parade
Diana Yoshida - 05 Arts and Crafts
Didi Jewelry Project - 118 Arts and Crafts
Dinart - 096 Arts and Crafts
Dogs4Diabetics Non-Profit / Government
Dogs4Diabetics (Dogs for Diabetics) Parade
Don Velez, Woodturner (Woodjammin) - 28 Arts and Crafts Dusty Rose Designs - 08 Arts and Crafts
East Bay Community Energy Non-Profit / Government
East Bay Community Energy Parade
East Bay German International School Non-Profit / Government East Bay Gourd Patch - 105 Arts and Crafts
East Bay Heritage Quilters - 29 Arts and Crafts
East Bay Municipal Utility District (E.B.M.U.D.) Non-Profit / Government East Bay Regional Park District Non-Profit / Government East Bay Rose Society Non-Profit / Government
Eckankar Center of Berkeley Non-Profit / Government
Ecole Bilingue de Berkeley Non-Profit / Government
Edward A. Jasmin - 126 Arts and Crafts
El Cerrito High Mountain Bike Team Non-Profit / Government El Cerrito Preschool Cooperative Parade
El Cerrito Tennis Club Non-Profit / Government
Ellia Fashion (x2) Commercial
Elysium Advanced Skin Care Commercial
Emeryville Taiko Entertainer
Epworth United Methodist Church Non-Profit / Government Escuela Bilingue Internacional Non-Profit / Government
Etzel Designs - 52 Arts and Crafts

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Everest Cozy / California Distributors Commercial
Evolve California Non-Profit / Government
Fabula Tea Food
Failure to Disperse Entertainer
Farm Fresh to You Commercial
Field Day - 04 Arts and Crafts
Four-Legged Bandits Arts and Crafts
Frances Ancheta Entertainer
Freight and Salvage Non-Profit / Government
Friends of Berkeley Animal Care Services Non-Profit / Government Friends of the Albany Library Association Member off-Solano Fused Glass by Phyllis - 127 Arts and Crafts
Gather, Inc. Commercial
Gemforest / Marco Lazo Arts and Crafts
Getaround Commercial
Gilman District Non-Profit / Government
Girl Scouts of Albany - Berkeley Non-Profit / Government Girls Rock! - 41 Arts and Crafts
Give Fleece a Chance - 18 Arts and Crafts
Golden 1 Credit Union* Commercial
Golden Lion Martial Arts Academy Association Member off-Solano Gourmet Faire Food
Graduate Theological Union / ResoNation Non-Profit / Government Grape Craft Leather - 36 Arts and Crafts
Green Party of Alameda County Non-Profit / Government
Green Science Policy Institute Non-Profit / Government
Grizzly Peak Flyfishers Non-Profit / Government
Growing Light Montessori Commercial
Haircuts with Heart Non-Profit / Government
Half Price Books Commercial
Hanabi Judo Association Member off-Solano
Hanabi Judo (SAA Member) Parade
Handmade by Teresa - 23A Arts and Crafts
Harvest Land - 116 Arts and Crafts
Hassler Heating and Air Conditioning Commercial
Head Over Heels Athletic Arts Entertainer
Head Over Heels Athletic Arts Parade
Healthy California Now Non-Profit / Government
Healthy California Now/PNHP Parade
Hertz Corporation Association Member off-Solano
Highwire Coffee Roasters (MCE, Inc.) Food
Himalayan Handmade Crafts Commercial
Holm Patches and Hats (Holm Sales, Inc.) Commercial
Honey Drop Gems - 11 Arts and Crafts
Indivisible Berkeley Non-Profit / Government
Innate Chiropractic and Wellness Studio Association Member off-Solano Iyoba Handmade Apothecary - 16 Arts and Crafts
Jamba Juice 1/2 Food

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Jamba Juice 2/2 Food
Jayne Thomas Designs - 30 Arts and Crafts
Jewish Voice for Peace Non-Profit / Government
Joe Joffe Music Commercial
John Brothers Piano Company Entertainer
John Muir / UCSF Health* Event Sponsor
John Muir Chapter of Trout Unlimited Non-Profit / Government Julie Winkelstein Non-Profit / Government
KALW 91.7 FM (San Francisco) Event Sponsor
Katie's Dance Studio & Company Entertainer
KC Barbeque Food
Kelly-Moore Paints Association Member off-Solano
Kelly's Kona Cones Food
Kenny the Clown Entertainer
Kensington Fire Protection District Parade
Kensington Symphony Orchestra Non-Profit / Government
Kieren Dutcher Illustration - 70 Arts and Crafts
Kiwanis Club of Berkeley Non-Profit / Government
Kiwanis Club of Berkeley Foundation Non-Profit / Government Kohkoro, LLC dba West Wind Schools Commercial
Koko's Korean Teriyaki Food
Lady Bug Design - 104 Arts and Crafts
LeafFilter North, LLC. Commercial
League of Women Voters Non-Profit / Government
Lifelong Medical Care Non-Profit / Government
Linda Vogel Face Painting and Glitter Tattoos Commercial Lisa Inez - 51 Arts and Crafts
Little Star Pizza Association Member off-Solano
Liz Patton Design - 09 Arts and Crafts
LJ Glass and Art - 99 Arts and Crafts
Los Nadies Entertainer
Love the Bulb Non-Profit / Government
Mad Mimsy - 14 Arts and Crafts
Mainstreet Food Concessions Food
Maru Hair Salon Commercial
Ma's Trading Company Commercial
Masami - 35 Arts and Crafts
Mau House Cat Hotel Commercial
Mavericks Soccer Club Non-Profit / Government
Mayor of Berkeley Jesse Arreguin Non-Profit / Government McDunn ADUs Commercial
Mechanics Bank** Event Sponsor
Mel-o-dee Cocktails Commercial
Mel-o-dee Cocktails (Karaoke) Entertainer
Mentoring Academy Non-Profit / Government
Mercy Kit Entertainer
Merrie Mary Show Entertainer
Mickaboo Companion Bird Rescue Non-Profit / Government

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Mind Body Dojo Commercial
Mission Soaring Center Commercial
Moms Demand Action / Everytown Non-Profit / Government
Montessori Family School Non-Profit / Government
Montessori Family School Parade
Moon and Leaf - 115 Arts and Crafts
MoonJi Art - 102 Arts and Crafts
Morita Arts - 54 Arts and Crafts
Multiple Threads reincarnated clothing - 75 Arts and Crafts Nan's Gourmet Foods Food
National Coalition Building Institute Non-Profit / Government Nest Bedding, Inc. (x2) Commercial
Netto D'Souza and Band Entertainer
NeurOptimal Brain Training Commercial
Nick Pilch, Albany City Council (with EBCE) Parade
Nightside Studios - 36 Arts and Crafts
Nomura Preschool Commercial
NorCal Sabeel Non-Profit / Government
NorCal Sabeel Parade
North and East Leather - 129 Arts and Crafts
Northern California Ki Society Commercial
Northland Nautical Foundation Non-Profit / Government
Oakland Ski Club Non-Profit / Government
Ocean View Brew Works Parade
One Generation Camp Non-Profit / Government
OneTrail Gear* Commercial
Onna Lo, M.D. Association Member off-Solano
Organic Attire - 23B Arts and Crafts
Origin Jewelry - 98 Arts and Crafts
Our Revolution East Bay Non-Profit / Government
Our Revolution East Bay Parade
Palomacy Pigeon & Dove Adoptions Non-Profit / Government Paper Sweetly - 61 Arts and Crafts
Party Animals - 40 Arts and Crafts
Patricia Tostenson Jewelry - 114 Arts and Crafts
Peace Chain Joe - 111 Arts and Crafts
Pete for America Non-Profit / Government
Peter Pan Parent Nursery School Non-Profit / Government PhaseFit Association Member off-Solano
Pioneers in Engineering Non-Profit / Government
Poindexter Entertainer
Polymer Garden - 71 Arts and Crafts
Ponyland Commercial
Ponyland Petting Zoo Commercial
Pop Nation Food
Potters' Studio 31 / 32 Arts and Crafts
POW Dental (Pediatric Oral Wellness) Association Member off-Solano Prism Jewels - 130 Arts and Crafts

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Quarry Persons Entertainer
RandomTechnology Design - 125 Arts and Crafts
Red Doors Entertainer
Renewal by Andersen* 1/3 Commercial
Renewal by Andersen* 2/3 Commercial
Renewal by Andersen* 3/3 Commercial
Represent Us Bay Area Non-Profit / Government
REV.RABIA Entertainer
Ricciardi Design - 07 Arts and Crafts
Richmond Art Center Non-Profit / Government
Ride-Um George - 76 Arts and Crafts
Ring Around the Toezees - 132 Arts and Crafts
RJae HAAS Band Entertainer
Rock it Man Stoneworks - 03 Arts and Crafts
Rosie the Riveter Trust and National Park Non-Profit / Government Rouse Rentals 1/2 Commercial
Rouse Rentals 2/2 Commercial
Royal Scottish Country Dancers Entertainer
SAA Grand Marshal Iraj Vafaeeina Parade
Sacramento Metals Guild - 13 Arts and Crafts
Saint Alban's Episcopal Church Association Member off-Solano Saint Mary's College High School Non-Profit / Government Salesian College Preparatory Non-Profit / Government
Salpicon Tostadas Food
Samuel Merritt University - Office of Diversity Non-Profit / Government San Francisco BBQ Food
San Francisco Chronicle* 1/2 Commercial
San Francisco Chronicle* 2/2 Commercial
Saraba African Arts* (x2) Commercial
Sarah Gregory Ceramics - 27 Arts and Crafts
Sassy Succulent Designs (kim patillo) - 20 Arts and Crafts School of the Madeline Non-Profit / Government
Seacology Association Member off-Solano
Senior Helpers of the East Bay Commercial
SGI USA (Buddhist Association) Non-Profit / Government
Shari Milner Designs - 113 Arts and Crafts
Sherry's Crafts - 99 Arts and Crafts
Shotgun Players Non-Profit / Government
Shu Ren International School Commercial
Shu Ren International School Parade
Shumei America Non-Profit / Government
Sierra Club California Non-Profit / Government
Simply Salmas Treasures Commercial
Sisters of the Holy Names - 01 Arts and Crafts
Skincare by Feleciai Arts and Crafts
Slow Moon Rise - 34 Arts and Crafts
Snowregion 2/2 Association Member off-Solano
Solano Community Church Association Member off-Solano

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Sonic.NET, LLC.* Commercial
Sonic.NET, LLC.* Parade
Spark Decks Non-Profit / Government
Spurs FC Soccer Club Non-Profit / Government
Spurs FC Soccer Club Parade
Squeezebox Sabroso Entertainer
State Farm Insurance (x2) Commercial
State Farm Neighborhood of Good / Together We Rise (x2) Non-Profit / Government STCraftCo Arts and Crafts
Sticks and Stones Tees & More Arts and Crafts
Su Yun's Chinese Learning Center Association Member off-Solano Sue Fox Pottery - 124 Arts and Crafts
Sugar Magnolia Food
Suitcase Ron's Kettle Korn Food
Sundrop Jewelry - 60 Arts and Crafts
SunPower by the Solar Quote* Commercial
Supercapes - 37 Arts and Crafts
Supple: Skincare + Selfcare + Sanctuary Association Member off-Solano Synergy Organic Clothing Commercial
Teaco Amusements 1/3 and 2/3 Commercial
Teaco Amusements 3/3 Commercial
Temple Beth Hillel Non-Profit / Government
The Berkeley School Non-Profit / Government
Things Inspired by Faith Commercial
Thousand Grandmothers Bay Area Parade
Tiendita El Sagrado Corazon (x2) Commercial
Tomte Workshop, LLC Commercial
Toni Faye Catelani - 02 Arts and Crafts
Treats by the Bay Food
Tree Hanko-McCabe - 6 Arts and Crafts
Troupe Tangiers & Sharifa's Habibi's Entertainer
Tutu School Berkeley (SAA Member) Parade
Unitarian Universalist Church of Berkeley Parade
Unitarian Universalist Church of Berkeley (x2) Non-Profit / Government United Nations Association East Bay Chapter Non-Profit / Government Uptima Business Bootcamp Non-Profit / Government
Visit Berkeley Non-Profit / Government
Walden Center and School Non-Profit / Government
Walter Hand and the Blue Hand Band Entertainer
Waste Management* Commercial
Western Institute for Social Research Non-Profit / Government Women's Daytime Drop-In Center Non-Profit / Government
worldOneradio / Public Radio KeCg Entertainer
YMCA of the East Bay (Albany Branch) Association Member off-Solano Young People's Symphony Non-Profit / Government
Young Punks - 53 Arts and Crafts
Youth Musical Theater Company Non-Profit / Government
ZOOMEEZ - 112 Arts and Crafts

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2180 Milvia Street, Berkeley, CA 94704 ● Tel: (510) 981-7170 ● TDD: (510) 981-6903 E-Mail: [email protected]

CONSENT CALENDAR
April 26, 2022
To: Honorable Mayor and Members of the City Council
From: Councilmember Rigel Robinson
Subject: Support for AB 2234: Postentitlement Permit Streamlining

RECOMMENDATION
Send a letter to Assemblymember Robert Rivas, Senator Nancy Skinner, and Assemblymember Buffy Wicks in support of Assembly Bill 2234, which would require local governments to adopt modernizations to the postentitlement phase permitting process.

BACKGROUND
Assembly Bill 2234 seeks to speed permitting in the postentitlement phase, with the goal of reducing unnecessary development cost increases due to construction delays. It does so by requiring local governments to make specific, targeted reforms to their postentitlement permit approval process, including digitization of the application process and streamlining similar to what has already been mandated for the entitlement phase.

One significant driver of cost overruns in development is unnecessary and unanticipated delays. In the context of housing development, this can exacerbate the housing crisis when these costs are passed through to tenants in the form of higher rent. One factor which can be responsible for delays is a slow or confusing permitting process. Previous efforts by the legislature have sought to improve this process for entitlement permits, such as SB 330. Less progress, however, has been made in the postentitlement phase.

AB 2234 would address this challenge by requiring similar streamlining in the postentitlement phase as has been applied to entitlement permitting. It would require that local agencies make building permit applications accessible online along with a comprehensive checklist for applications. It would also establish time limits for approval or denial of a permit Unlike other state initiatives, AB 2234 would not deem a project approved or limit the number of meetings or hearings to which a project or application can be subject. It also does not dictate a local agencies standards and requirements for building permits, only require that they be comprehensively listed and accessible.

FINANCIAL IMPLICATIONS
No impact.

ENVIRONMENTAL SUSTAINABILITY
Consistent with the City’s climate and environmental goals.

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Support for AB 2234: Postentitlement Permit Streamlining CONSENT CALENDAR April 26, 2022

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CONTACT PERSON
Councilmember Rigel Robinson, Council District 7, (510) 981-7170 Max Mankita, Fellow
Attachment:
1: Letter of support
2: Bill text
https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=202120220AB2234

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April 26, 2022
The Honorable Rob Rivas
California State Assembly
1021 O Street
Sacramento, CA 95814
RE: AB 2234 Rivas – Expediting permitting Process
Dear Assemblymember Rivas:

The Berkeley City Council would like to convey its full support for AB 2234.

Berkeley, like all cities in the Bay Area, is experiencing the effects of an acute housing shortage. One barrier that many projects face in the construction timeline is unnecessary and unanticipated delays in obtaining building and other postentitlement phase permits.

These delays in turn become costs that may be passed on to tenants and raise housing prices.

AB 2234 is a straightforward solution to this problem. It puts in place common-sense requirements that will make permitting more accessible and transparent in an area that has been overlooked in other state efforts. Crucially, it does so without imposing state standards or overriding local discretion, but rather providing a universal framework within which local governments have the flexibility to craft local solutions. This balanced approach is appropriate for the problem and will hopefully result in expedited construction across the state.

The Berkeley City Council supports AB 2234 and thanks you for your leadership on this important issue.

Sincerely,
The Berkeley City Council
CC: Senator Nancy Skinner
Assemblymember Buffy Wicks

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392

Office of the City Manager
2180 Milvia Street, Berkeley, CA 94704 ● Tel: (510) 981-7000 ● TDD: (510) 981-6903 ● Fax: (510) 981-7099 E-Mail: [email protected] Website: http://www.CityofBerkeley.info/Manager

ACTION CALENDAR
April 26, 2022
To: Honorable Mayor and Members of the City Council
From: Dee Williams-Ridley, City Manager
Submitted by: Henry Oyekanmi, Director, Finance
Subject: Issuance of $40,000,000 General Obligation Bonds for Measure O – Affordable Housing

RECOMMENDATION
Adopt a Resolution authorizing the issuance and sale of general obligation bonds to finance acquisition and improvement of affordable housing and authorizing actions related thereto.

FISCAL IMPACTS OF RECOMMENDATION
The issuance of the Measure O general obligation bonds will allow proceeds to be applied to projects previously identified by City Council related to affordable housing. This is the second series of the $135,000,000 bond authorization. The Measure O tax levy was started in FY 2019/20.

BACKGROUND
At an election held on November 6, 2018, more than two-thirds of the voters of the City approved a proposition, designated as Measure O, authorizing the issuance by the City of general obligation bonds in the aggregate principal amount of $135,000,000 to create and preserve affordable housing for low-income households, working families, and individuals including teachers, seniors, veterans, the homeless, and persons with disabilities. It is anticipated that the full authorization will be issued over 10 years through four series of bonds.

On April 16, 2020, the City issued its $38,000,000 City of Berkeley 2020 General Obligation Bonds (2018 Election Measure O: Affordable Housing) (Federally Taxable), which was the first series of bonds under the Measure O authorization.

RATIONALE FOR RECOMMENDATION
The City has identified projects that need immediate funding, and the bond authorization provides the ability to issue bonds at any time. Despite recent volatility in the bond markets, the projected tax rate is anticipated to be lower than originally estimated in the election materials.

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Measure O General Obligation Bonds, Series B ACTION CALENDAR April 26, 2022

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PRELIMINARY OFFICIAL STATEMENT
The attached Preliminary Official Statement has been reviewed and approved for transmittal to the City Council by the City’s financing team. The distribution of the Preliminary Official Statement by the City is subject to federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. These laws require the Preliminary Official Statement to include all facts that would be material to an investor in the proposed bonds. Material information is information that there is a substantial likelihood would have actual significance in the deliberations of the reasonable investor when deciding whether to buy or sell the bonds. If the City Council concludes that the Preliminary Official Statement includes all facts that would be material to an investor in the bonds, it must adopt a resolution that authorizes staff to execute a certificate to the effect that the Preliminary Official Statement has been “deemed final.” The Securities and Exchange Commission (the “SEC”), the agency with regulatory authority over the City’s compliance with the federal securities laws, has issued guidance as to the duties of the City Council with respect to its approval of the Preliminary Official Statement. In its “Report of Investigation in the Matter of County of Orange, California as it Relates to the Conduct of the Members of the Board of Supervisors” (Release No. 36761 / January 24, 1996) (the “Release”), the SEC indicated that, if a member of the City Council has knowledge of any facts or circumstances that an investor would want to know about prior to investing in the bonds, whether relating to their repayment, tax- exempt status, undisclosed conflicts of interest with interested parties, or otherwise, he or she should endeavor to discover whether such facts are adequately disclosed in the Preliminary Official Statement. In the Release, the SEC indicated that the steps that a member of the City Council could take include becoming familiar with the Preliminary Official Statement and questioning staff and consultants about the disclosure of such facts.

The bonds are payable solely from ad valorem property taxes levied by the City and collected by Alameda County, as described in the section of the Preliminary Official Statement captioned “SECURITY FOR THE BONDS.” However, investors in the bonds consider information about the City’s financial position to be material, and the City has included that information in Appendix A to the Preliminary Official Statement:
“FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION FOR THE CITY OF BERKELEY AND ALAMEDA COUNTY.” The City’s Comprehensive Annual Financial Report for fiscal year 2020-21 is included in Appendix B to the Preliminary Official Statement.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
There are no identifiable environmental effects or climate impacts associated with the issuance and sale of the bonds.

ALTERNATIVE ACTIONS CONSIDERED
None

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Measure O General Obligation Bonds, Series B ACTION CALENDAR April 26, 2022

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CONTACT PERSON
Henry Oyekanmi, Director, Finance Department, 510-981-7326 Attachments:
1: Resolution – Resolution of the City Council of the City of Berkeley Authorizing the Issuance and Sale of Not to Exceed $40,000,000 Principal Amount of General Obligation Bonds to Finance Acquisition and Improvement of Affordable Housing and Authorizing Actions Related Thereto
2: Draft Preliminary Official Statement
3: Draft Custodian Agreement
4: Draft Paying Agency Agreement
5: Draft Official Notice of Sale
6: Draft Notice of Intention
7: Overview of Federal Securities Laws

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RESOLUTION NO. _____

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BERKELEY AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $40,000,000 PRINCIPAL

AMOUNT OF GENERAL OBLIGATION BONDS TO FINANCE ACQUISITION AND

IMPROVEMENT OF AFFORDABLE HOUSING, AND AUTHORIZING ACTIONS

RELATED THERETO
WHEREAS, the City of Berkeley (the “City”) is empowered under Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Bond Law”) to its issue general obligation bonds which are authorized by two-thirds of the electors voting on the proposition; and
WHEREAS, more than two-thirds of the electors voting at an election held on November 6, 2018, voted for a proposition (the “Bond Proposition”) authorizing the issuance by the City of general obligation bonds in the aggregate principal amount of $135,000,000 for the purpose of providing funds for the acquisition and improvement of affordable housing; and WHEREAS, on April 16, 2020, the City issued the initial series of general obligation bonds under the authority of the Bond Proposition, in the initial principal amount of $38,000,000, entitled the City of Berkeley 2020 General Obligations Bonds (2018 Election Measure O:

Affordable Housing) (Federally Taxable) (the “2020 Bonds”); and WHEREAS, the City Council wishes at this time to authorize the issuance and sale of a second series of general obligation bonds under such authority in the aggregate principal amount of not to exceed $40,000,000 (the “Bonds”) under this Resolution and in conformity with the Bond Law; and
WHEREAS, further, as required by Government Code Section 5852.1 enacted January 1, 2018 by Senate Bill 450, attached hereto as Appendix B is the information relating to the Bonds that has been obtained by the City Council and is hereby disclosed and made public; and WHEREAS, pursuant to Resolution No. 67,871-N.S. (March 24, 2017), this City Council previously approved a Debt Management and Disclosure Policy which complies with Government Code Section 8855, and the delivery of the Bonds will be in compliance with said policy;
NOW THEREFORE, BE IT RESOLVED by the Council, as follows:

ARTICLE I
DEFINITIONS; AUTHORITY
SECTION 1.01. Definitions. The terms defined in this Section 1.01, as used and capitalized herein, shall, for all purposes of this Resolution, have the meanings given them below, unless the context clearly requires some other meaning.

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“Bond Counsel” means (a) Jones Hall, A Professional Law Corporation, and (b) any other attorney or firm of attorneys nationally recognized for expertise in rendering opinions as to the legality and tax exempt status of securities issued by public entities. “Bond Law” means Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, commencing with Section 53506 of said Code, as in effect on the date of adoption hereof and as amended hereafter. “Bond Proposition” means the proposition submitted to and approved by more than two- thirds of the voters on November 6, 2018, under which the issuance of the Bonds has been authorized.
“Bond Purchase Agreement” means the Bond Purchase Agreement for the Bonds, which is approved under Section 3.02.
“Bond Sale Documentation” means (a) if the Bonds are sold by competitive bidding in accordance with Section 3.01(a), the Official Notice of Sale and the winning bid of the Original Purchaser, or (b) if the Bonds are sold by negotiation in accordance with Section 3.01(b), the Bond Purchase Agreement between the City and the Original Purchaser. “Bonds” means the City of Berkeley 2022 General Obligation Bonds, Series B (2018 Election Measure O: Affordable Housing) (Federally Taxable) authorized to be issued under this Resolution in the aggregate principal amount approved hereunder. “City” means the City of Berkeley, a charter city and municipal corporation organized under the Constitution and laws of the State of California, and any successor thereto. “City Representative” means the Mayor, the City Manager, the Finance Director and any other officer of the City authorized by resolution of the City Council of the City to act on behalf of the City with respect to this Resolution and the Bonds. “Closing Date” means the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City and related to the authorization, issuance, sale and delivery of the Bonds, including but not limited to the costs of preparation and reproduction of documents, printing expenses, filing and recording fees, initial fees and charges of the Paying Agent and its counsel, legal fees and charges, fees and disbursements of consultants and professionals, rating agency fees, fees and charges for preparation, execution and safekeeping of the Bonds and any other cost, charge or fee in connection with the original issuance of the Bonds. “County” means the County of Alameda, a political subdivision of the State of California, duly organized and existing under the Constitution and laws of the State of California. “Debt Service Fund” means the account established and held by the City under Section

4.03. “Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository under Section 2.09.

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“Depository System Participant” means any participant in the Depository’s book-entry system.
“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.
“Federal Securities” means United States Treasury notes, bonds, bills or certificates of indebtedness, or any other obligations the timely payment of which is directly or indirectly guaranteed by the faith and credit of the United States of America. “Interest Payment Date” means September 1, 2022, and the first day of each succeeding March and September, or such other dates determined by a City Representative in connection with the pricing of the Bonds.
“Official Notice of Sale” means the Official Notice of Sale for the Bonds, which is approved under Section 3.01.
“Original Purchaser” means the original purchaser of the Bonds at the public or negotiated sale thereof.
“Outstanding,” when used as of any particular time with reference to Bonds, means all Bonds except: (a) Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 9.02; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City under this Resolution. “Owner”, whenever used herein with respect to a Bond, means the person in whose name the ownership of such Bond is registered on the Registration Books. “Paying Agent” means the Paying Agent appointed by the City and acting as paying agent, registrar and authenticating agent for the Bonds, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 6.01.
“Principal Office” means the office or offices of the Paying Agent for the payment of the Bonds and the administration of its duties hereunder, as such office or offices shall be identified in a written notice filed with the City by the Paying Agent. “Project Fund” means the fund established and held by the City under Section 4.02. “Record Date” means the 15 th day of the month preceding an Interest Payment Date, whether or not such day is a business day.
“Registration Books” means the records maintained by the Paying Agent for the registration of ownership and registration of transfer of the Bonds under Section 2.08. “Resolution” means this Resolution, as originally adopted by the City Council on [April 26], 2022, and including all amendments hereto and supplements hereof which are duly adopted by the City Council from time to time in accordance herewith.

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“Securities Depositories” means DTC; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the City may designate.
“Supplemental Resolution” means any resolution supplemental to or amendatory of this Resolution, adopted by the City in accordance with Article VIII. “Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable, temporary and final regulations promulgated, and applicable official public guidance published, under said Code. “Written Request of the City” means an instrument in writing signed by a City Representative or by any other officer of the City duly authorized to act on behalf of the City under a written certificate of a City Representative.

SECTION 1.02. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Resolution; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Resolution as a whole and not to any particular Article, Section or subdivision hereof.

SECTION 1.03. Authority for this Resolution; Findings. This Resolution is entered into under the provisions of the Bond Law. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of the Bonds do exist, have happened or have been performed in due and regular time and manner as required by the laws of the State of California, and that the amount of the Bonds, together with all other indebtedness of the City, does not exceed any limit prescribed by any laws of the State of California.

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ARTICLE II

THE BONDS
SECTION 2.01. Authorization. Bonds in the aggregate original principal amount of not to exceed $40,000,000 are hereby authorized by the City to be issued by the City under and subject to the terms of the Bond Law and this Resolution, for the purpose of raising money to finance the acquisition and improvement of affordable housing, as provided in the Bond Proposition, and to pay the Costs of Issuance incurred in connection therewith. This Resolution constitutes a continuing agreement between the City and the Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal of and interest and premium, if any, on all Bonds which may be Outstanding hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The Bonds are designated the “City of Berkeley 2022 General Obligation Bonds, Series B (2018 Election Measure O: Affordable Housing) (Federally Taxable).”
SECTION 2.02. Terms of Bonds.
(a) Principal Amount of Bonds. The Bonds are authorized to be issued in the aggregate principal amount of not to exceed $40,000,000. (b) Form; Numbering. The Bonds will be issued in fully registered form, without coupons, in authorized denominations of $5,000 each or any integral multiple thereof. The Bonds will be lettered and numbered as the Paying Agent prescribes. (c) Date of Bonds. The Bonds will be dated as of the Closing Date. (d) CUSIP Identification Numbers. “CUSIP” identification numbers will be imprinted on the Bonds, but such numbers do not constitute a part of the contract evidenced by the Bonds and no error or omission with respect thereto will constitute cause for refusal of the Original Purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City to use such CUSIP numbers in any notice to Owners of the Bonds will not constitute an event of default or any violation of the City’s contract with such Owners and will not impair the effectiveness of any such notice.
(e) Determination of Maturities and Interest Rates. The Bonds shall mature (or, alternatively, be subject to mandatory sinking fund redemption as hereinafter provided) on September 1 in each year commencing September 1, 2023 and continuing to and including September 1, 2052. The exact principal amount of the Bonds maturing on September 1 in each year shall be determined upon the sale of the Bonds, in accordance with the Bond Sale Documentation.

Each Bond will bear interest at the respective rates to be determined upon the sale of the Bonds in accordance with Article III. Interest on the Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless:
 a Bond is authenticated as of an Interest Payment Date, in which event it will bear interest from such date,

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 a Bond is authenticated prior to an Interest Payment Date and after the close of business on the preceding Record Date, in which event it will bear interest from such Interest Payment Date,
 a Bond is authenticated on or before the first Record Date, in which event it shall bear interest from the Closing Date, or
 at the time of authentication of a Bond, interest is in default thereon, in which event it will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (f) Manner of Payment. Interest on the Bonds (including the final interest payment upon maturity) is payable by check of the Paying Agent mailed to the Owner thereof at such Owner’s address as it appears on the Registration Books at the close of business on the preceding Record Date; except that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the Bonds, which written request is on file with the Paying Agent as of any Record Date, interest on such Bonds shall be paid by wire transfer on the succeeding Interest Payment Date to an account in the United States of America as shall be specified in such written request. Principal of and premium (if any) on the Bonds is payable in lawful money of the United States of America upon presentation and surrender at the Principal Office of the Paying Agent.

SECTION 2.03. Redemption.
(a) Optional Redemption. The Bonds shall be subject to redemption prior to maturity, at the option of the City, in whole or in part among maturities on such basis as designated by the City and by lot within a maturity, from any available source of funds, on the dates and upon payment of a redemption price (equal to the principal amount of Bonds to be redeemed together with a redemption premium, if any) as determined upon the sale of the Bonds in accordance with the Bond Sale Documentation.
(b) Mandatory Sinking Fund Redemption. If and to the extent specified in the Bond Sale Documentation, any maturity of the Bonds will be designated as “Term Bonds” which are subject to mandatory sinking fund redemption on September 1 in each of the years and in the respective principal amounts set forth in such bid, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, in each case without premium, together with interest accrued thereon to the redemption date. If some but not all of the Term Bonds have been redeemed under the preceding subsection (a) of this Section, the aggregate principal amount of Term Bonds to be redeemed in each year under this subsection (b) shall be reduced on a pro rata basis in integral multiples of $5,000, as designated in written notice filed by the City with the Paying Agent.
(c) Selection of Bonds for Redemption. Whenever less than all of the Outstanding Bonds of any one maturity are designated for redemption, the Paying Agent shall select the Outstanding Bonds of such maturity to be redeemed by lot in any manner deemed fair by the Paying Agent. For purposes of such selection, each Bond shall be deemed to consist of individual Bonds of $5,000 denominations which may be separately redeemed. (d) Redemption Procedure. The Paying Agent shall cause notice of any redemption to be mailed, first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, (i) to the Securities Depositories and the Municipal Securities

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Rulemaking Board, and (ii) to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Registration Books. Such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice shall not affect the validity of the proceedings for the redemption of Bonds. The City is entitled to send a redemption notice that declares that the redemption is conditional upon the availability of moneys to accomplish the redemption, and the City may rescind any notice of optional redemption of the Bonds by written notice to the Paying Agent on or prior to the date fixed for redemption, and the Paying Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this section. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption. The City and the Paying Agent have no liability to the Owners or any other party related to or arising from such rescission.

Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the serial numbers of the Bonds to be redeemed by giving the individual number of each Bond or by stating that all Bonds between two stated numbers, both inclusive, or by stating that all of the Bonds of one or more maturities have been called for redemption, and shall require that such Bonds be then surrendered at the Principal Office of the Paying Agent for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.

Upon surrender of Bonds redeemed in part only, the City shall execute and the Paying Agent shall authenticate and deliver to the Owner, at the expense of the City, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.

From and after the date fixed for redemption, if notice of such redemption has been duly given and funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption have been duly provided, such Bonds so called will cease to be entitled to any benefit under this Resolution other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice. The Paying Agent shall cancel all Bonds redeemed under this Section

2.03, and shall submit to the City a certificate of cancellation.

SECTION 2.04. Form of Bonds. The form of the Bonds, including the form of the Paying Agent’s Certificate of Authentication and the form of Assignment to appear thereon, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution, are set forth in Appendix A attached hereto.

SECTION 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the manual or facsimile signatures of its Mayor and City Clerk who are in office on the date of adoption of this Resolution or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Original Purchaser, such signature will nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Original Purchaser. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond are the proper officers of the City although at the nominal date of such Bond any such person does not serve as such officer of the City.

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Only those Bonds bearing a Certificate of Authentication in the form set forth in Appendix A attached hereto, executed and dated by the Paying Agent, will be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such Certificate of Authentication of the Paying Agent constitutes conclusive evidence that the Bonds so registered have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Resolution.

SECTION 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office at the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. The City may charge a reasonable sum for each new Bond issued upon any transfer.

Whenever any Bond or Bonds is surrendered for transfer, the City shall execute and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount.

SECTION 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The City may charge a reasonable sum for each new Bond issued upon any exchange.

SECTION 2.08. Registration Books. The Paying Agent shall keep or cause to be kept sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the City upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds as herein before provided.

SECTION 2.09. Book-Entry System. Except as provided below, DTC will be the Owner of all of the Bonds, and the Bonds will be registered in the name of Cede & Co. as nominee for DTC. The Bonds shall be initially executed and delivered in the form of a single fully registered Bond for each maturity date of the Bonds in the full aggregate principal amount of the Bonds maturing on such date. The Paying Agent and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for all purposes of this Resolution, and neither the Paying Agent nor the City shall be affected by any notice to the contrary. The Paying Agent and the City shall not have any responsibility or obligation to any Depository System Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or a Depository System Participant, or any other person which is not shown on the register of the City as being an owner, with respect to the accuracy of any records maintained by DTC or any Depository System Participant or the payment by DTC or any Depository System Participant by DTC or any Depository System Participant of any amount in respect of the principal or interest with respect to the Bonds. The City shall cause to be paid all principal and interest with respect to the Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to the principal and interest with respect to the Bonds to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Bond. Upon delivery by DTC to the City of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term “Cede & Co.” in this Resolution shall refer to such new nominee of DTC.

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If the City determines that it is in the best interest of the beneficial owners that they be able to obtain Bonds and delivers a written certificate to DTC and the City to that effect, DTC shall notify the Depository System Participants of the availability through DTC of Bonds. In such event, the City shall issue, transfer and exchange Bonds as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City shall be obligated to deliver Bonds as described in this Resolution. Whenever DTC requests the City to do so, the City will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Bonds evidencing the Bonds to any Depository System Participant having Bonds credited to its DTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Bonds.

Notwithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Bonds.

SECTION 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond becomes mutilated the City, at the expense of the Owner of said Bond, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Paying Agent of the Bond so mutilated. The Paying Agent shall cancel every mutilated Bond so surrendered to it. If any Bond is lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and, if such evidence is satisfactory to the City and the City receives satisfactory indemnity, the City, at the expense of the Owner, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen.

The City may require payment of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the City and the Paying Agent. Any Bond issued under the provisions of this Section 2.10 in lieu of any Bond alleged to be lost, destroyed or stolen will constitute an original additional contractual obligation of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and such Bond will be equally and proportionately entitled to the benefits of this Resolution with all other Bonds issued under this Resolution.

Notwithstanding any other provision of this Section 2.10, in lieu of delivering a new Bond for which principal has or is about to become due for a Bond which has been mutilated, lost, destroyed or stolen, the Paying Agent may make payment of such Bond in accordance with its terms.

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ARTICLE III

SALE OF BONDS
SECTION 3.01. Competitive Sale of Bonds
(a) Approval of Official Notice of Sale; Competitive Sale Procedures. The Bonds shall be offered for sale by competitive bid in accordance with the provisions of the Official Notice of Sale in substantially the form on file with the City Clerk together with such additions thereto and changes therein as may be approved by a City Representative. The City Council hereby authorizes and directs a City Representative to accept the best responsible bid for the Bonds, to be determined in accordance with the related Official Notice of Sale. A City Representative, on behalf of the City, may exercise his or her own discretion and judgment in awarding the sale of the Bonds, and may, in his or her discretion, reject any and all bids and waive any irregularity or informality in any bid. Sale of the Bonds shall be awarded, or all bids shall be rejected, not later than 24 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by the successful bidder.
(b) Publication of Notice of Intention. The City Council hereby approves and authorizes the publication by Bond Counsel of a notice of the City’s intention to sell the Bonds, in form and substance acceptable to Bond Counsel, in accordance with applicable law. (c) Furnishing of Documents. The municipal advisor to the City, NHA Advisors, LLC is hereby authorized and directed by the City to cause to be furnished to prospective bidders a reasonable number of copies of said Official Notice of Sale and a reasonable number of copies of the Preliminary Official Statement relating to the Bonds.

SECTION 3.02. Negotiated Sale of Bonds. The Bonds are authorized to be sold by negotiated sale if either (a) no bids are received when the Bonds are offered for public sale under Section 3.01, or (b) bids are received but such bids are not satisfactory as to price or responsibility of the bidders as determined by a City Representative, as a result of which all bids are rejected. In such event, the Bonds are authorized to be sold by negotiation with an underwriter or investment bank which is designated by a City Representative upon consultation with NHA Advisors, LLC as municipal adviser to the City. The Bonds shall be sold to such underwriter or investment bank under the Bond Purchase Agreement in a form deemed advisable by a City Representative, whose execution shall be conclusive evidence of the City Council’s approval of such Bond Purchase Agreement. A City Representative is hereby authorized to accept a bid from such underwriter or investment bank to purchase the Bonds, and to execute the Bond Purchase Agreement on behalf of the City; provided that the true interest cost on the Bonds shall not exceed 4.75% and the underwriter’s discount shall not exceed 1.5% of the principal amount of the Bonds. If it is determined to sell the Bonds by negotiation, a City Representative shall disclose the identity of the underwriter at the public meeting first occurring after the bond underwriter has been selected, along with the estimated costs associated with the bond issuance and the circumstances that led to the negotiated sale.

SECTION 3.03. Official Statement. The Board hereby approves, and hereby deems final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (“Rule”), the Preliminary Official Statement describing the Bonds in substantially the form on file with the City Clerk. A City Representative is hereby authorized to execute an appropriate certificate stating the City Council’s determination that the Preliminary Official Statement has been deemed final

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within the meaning of such Rule. Distribution of the Preliminary Official Statement in connection with the sale of the Bonds is hereby approved. Each City Representative is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by a City Representative shall be conclusive evidence of the approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement. The final Official Statement shall be executed in the name and on behalf of the City by a City Representative.

SECTION 3.04. Costs of Issuance Custodian Agreement. The City shall pay the costs of issuing the Bonds from original issue premium received from the Original Purchaser of the Bonds. The City Council hereby authorizes a City Representative to execute on behalf of the City a Costs of Issuance Custodian Agreement with The Bank of New York Mellon Trust Company, N.A. in substantially the form on file with the City Clerk. As provided in said agreement, amounts provided for payment of the costs of issuing the Bonds shall be deposited thereunder and the payment of costs shall be requisitioned by a City Representative in accordance with said agreement.

SECTION 3.05. Paying Agency Agreement. The City Council hereby authorizes a City Representative to execute on behalf of the City a Paying Agency Agreement with The Bank of New York Mellon Trust Company, N.A. in substantially the form on file with the City Clerk. As provided in said agreement, The Bank of New York Mellon Trust Company, N.A. will act as Paying Agent as described in this Resolution.

Section 3.06. Professional Services. The City Council hereby approves and confirms the engagement of NHA Advisors, LLC to act as the City’s municipal advisor in connection with the issuance and sale of the Bonds, and the engagement of Jones Hall, A Professional Law Corporation, to act as the City’s bond counsel and disclosure counsel in connection with the issuance of the Bonds.

ARTICLE IV

FUNDS AND ACCOUNTS
SECTION 4.01. Application of Proceeds of Sale of Bonds. On the Closing Date, the proceeds of sale of the Bonds shall be paid by the Original Purchaser to the City, and shall be applied on the Closing Date as follows: (a) the City shall cause to be transferred an amount of the original issue premium equal to the estimated Costs of Issuance to The Bank of New York Mellon Trust Company, N.A., to be held and administered in accordance with the agreement which is approved under Section 3.04; (b) after making the transfer described in the preceding clause (a), the City shall deposit in the Debt Service Fund any remaining original issue premium (if any) received by the City on the sale of the Bonds; and (c) the City shall deposit the remainder of such proceeds in the Project Fund.

SECTION 4.02. Project Fund. The City Council hereby establishes a special fund to be held by the City separate and apart from all other funds of the City, to be known as the Project Fund. The proceeds from the sale of the Bonds, to the extent required under Section 4.01(c), shall be deposited by the City in the Project Fund, and shall be expended by the City solely for the payment of the costs of acquisition or improvement of real property for which the Bond proceeds are authorized to be expended under the Bond Proposition. All interest and other gain

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arising from the investment of amounts deposited to the Project Fund shall be retained in the Project Fund and used for the purposes thereof. Any amounts remaining on deposit in the Project Fund and not needed for the purposes thereof shall be withdrawn from the Project Fund and transferred to the Debt Service Fund, to be applied to pay the principal of and interest and premium (if any) on the Bonds.

SECTION 4.03. Debt Service Fund. The City Council hereby establishes a special fund to be held by the City separate and apart from all other funds of the City, to be known as the Debt Service Fund. All taxes levied by the County, as directed by the City herein, for the payment of the principal of and interest and premium (if any) on the Bonds in accordance with Section 5.03 shall be deposited in the Debt Service Fund by the City promptly upon the receipt thereof from the County. The Debt Service Fund is hereby pledged for the payment of the principal of and interest and premium (if any) on the Bonds when and as the same become due.

The City shall transfer amounts in the Debt Service Fund, to the extent necessary to pay the principal of and interest on the Bonds as the same become due and payable, to the Paying Agent as required to pay the principal of and interest and premium (if any) on the Bonds.

Alternatively, the City may direct the County to transfer such taxes, in whole or in part, directly to the Paying Agent for the purpose of making payments of principal of and interest and premium (if any) on the Bonds.

If, after payment in full of the Bonds, any amounts remain on deposit in the Debt Service Fund, the City shall transfer such amounts to its General Fund, to be applied solely in a manner which is consistent with the requirements of applicable state and federal tax law.

SECTION 4.04. Investments. The City shall invest all moneys held in any of the funds or accounts established with it hereunder in accordance with the investment policies of the City, as such policies shall exist at the time of investment, and in accordance with Section 53601 of the California Government Code.

ARTICLE V
OTHER COVENANTS OF THE CITY;

SECURITY FOR THE BONDS
SECTION 5.01. Punctual Payment. The City shall punctually pay, or cause to be paid, the principal of and interest on the Bonds, in strict conformity with the terms of the Bonds and of this Resolution, and shall faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and of the Bonds. Nothing herein contained prevents the City from making advances of its own moneys howsoever derived to any of the uses or purposes permitted by law.

SECTION 5.02. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and will not, directly or indirectly, approve any such arrangement by purchasing or funding said claims for interest or in any other manner.

SECTION 5.03. Security for the Bonds. The Bonds are general obligations of the City and the City has the power, is obligated and hereby covenants to levy ad valorem taxes upon all

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property within the City subject to taxation by the City, without limitation of rate or amount, for the payment of the Bonds and the interest thereon, in accordance with the Bond Law and Section 43632 of the of the Government Code of the State of California. Amounts in the General Fund of the City are not pledged to the payment of the Bonds. However, nothing herein limits the ability of the City to provide for payment of the principal of and interest and premium (if any) on the Bonds from any source of legally available funds of the City. Any amounts so advanced by the City from legally available funds may be reimbursed from ad valorem property taxes subsequently collected under this Section 5.03.

SECTION 5.04. Books and Accounts; Financial Statement . The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City in which complete and correct entries are made of all transactions relating to the Bonds. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Paying Agent and the Owners of not less than 10% in aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in writing.

SECTION 5.05. Protection of Security and Rights of Bond Owners. The City will preserve and protect the security of the Bonds and the rights of the Bond Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any of the Bonds by the City, the City may not contest the authorization, issuance, sale or repayment of the Bonds.

SECTION 5.06. Tax Treatment of the Bonds. The City Council hereby determines that it does not intend for the interest on the Bond to be excluded from gross income of the Owners of the Bonds for federal income tax purposes.

SECTION 5.07. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, which a City Representative is hereby authorized and directed to execute and deliver on the Closing Date. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate will not be considered a default by the City hereunder or under the Bonds; however, any Participating Original Purchaser (as such term is defined in the Continuing Disclosure Certificate) or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

SECTION 5.08. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Resolution, and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Resolution.

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ARTICLE VI

THE PAYING AGENT
SECTION 6.01. Appointment of Paying Agent. The Bank of New York Mellon Trust Company, N.A. is hereby appointed to act as Paying Agent for the Bonds. The Paying Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Resolution, and even during the continuance of an event of default with respect to the Bonds, no implied covenants or obligations shall be read into this Resolution against the Paying Agent.

The Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing and delivering to the City a certificate to that effect.

The City may remove the Paying Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company doing business and having an office in the State of California, having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, under law or under the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 6.01 the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Paying Agent may at any time resign by giving written notice to the City and the Bond Owners of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Paying Agent by an instrument in writing. Any resignation or removal of the Paying Agent and appointment of a successor Paying Agent becomes effective upon acceptance of appointment by the successor Paying Agent.

SECTION 6.02. Paying Agent May Hold Bonds. The Paying Agent may become the Owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Paying Agent.

SECTION 6.03. Liability of Paying Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Paying Agent assumes no responsibility for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Resolution or of the Bonds, nor shall incur any responsibility in respect thereof, other than as set forth in this Resolution. The Paying Agent is not liable in connection with the performance of its duties hereunder, except for its own negligence or willful default.

In the absence of bad faith, the Paying Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Paying Agent and conforming to the requirements of this Resolution.

The Paying Agent has no liability for any error of judgment made in good faith by a responsible officer of its corporate trust department in the absence of the negligence of the Paying Agent.

No provision of this Resolution requires the Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in

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the exercise of any of its rights or powers, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Paying Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Paying Agent is not responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

SECTION 6.04. Notice to Paying Agent. The Paying Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Paying Agent may consult with counsel, who may be of counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

Whenever in the administration of its duties under this Resolution the Paying Agent deems it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Paying Agent, be deemed to be conclusively proved and established by a certificate of the City, and such certificate will be full warrant to the Paying Agent for any action taken or suffered under the provisions of this Resolution upon the faith thereof, but in its discretion the Paying Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

SECTION 6.05. Compensation; Indemnification. The City will pay to the Paying Agent from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. The City further agrees to indemnify the Paying Agent against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or bad faith.

ARTICLE VII

REMEDIES OF BOND OWNERS
SECTION 7.01. Remedies of Bond Owners. Upon the happening and continuation of any default by the City hereunder or under the Bonds, any Bond Owner has the right, for the equal benefit and protection of all Bond Owners similarly situated:
(a) by mandamus, suit, action or proceeding, to compel the City and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Resolution and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the City and the fulfillment of all duties imposed upon it;

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(b) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Bond Owners’ rights; or (c) by suit, action or proceeding in any court of competent jurisdiction, to require the City and its members and employees to account as if it and they were the trustees of an express trust.

SECTION 7.02. Remedies Not Exclusive. No remedy herein conferred upon the Owners of Bonds is exclusive of any other remedy. Each remedy is cumulative and shall be in addition to every other remedy given hereunder or thereafter conferred on the Bond Owners.

ARTICLE VIII

AMENDMENT OF THIS RESOLUTION
SECTION 8.01. Amendments Effective Without Consent of the Owners. For any one or more of the following purposes and at any time or from time to time, the City Council may by Supplemental Resolution amend this Resolution in whole or in part, without the consent of any of the Bond Owners:
(a) to add to the covenants and agreements of the City in this Resolution, other covenants and agreements to be observed by the City which are not contrary to or inconsistent with this Resolution as theretofore in effect; (b) to confirm, as further assurance, any pledge under, and to subject to any lien or pledge created or to be created by, this Resolution, of any moneys, securities or funds, or to establish any additional funds or accounts to be held under this Resolution;
(c) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in this Resolution, which in any event does not materially adversely affect the interests of the Bond Owners, in the opinion of Bond Counsel filed with the City; or
(d) if applicable, to make such additions, deletions or modifications as may be necessary to assure compliance with the applicable provisions of the Tax Code relating to the rebate of excess investment earnings to the United States or otherwise as may be necessary to assure that the interest on the Bonds remains excludable from gross income of the Owners thereof for federal income tax purposes, in the opinion of Bond Counsel filed with the City.

SECTION 8.02. Amendments Effective With Consent to the Owners. Any modification or amendment of this Resolution and of the rights and obligations of the City and of the Owners of the Bonds, in any particular, may be made by a Supplemental Resolution, with the written consent of the Owners of a majority in aggregate principal amount of the Bonds Outstanding at the time such consent is given. Without the consent of the Owners of all affected Bonds, no such modification or amendment may (a) change the maturity of the principal of any Bonds or any interest payable thereon, (b) reduce the principal amount of the Bonds or the rate of interest

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thereon, (c) reduce the percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, (d) change any of the provisions in Section 7.01 relating to a default by the City hereunder or under the Bonds, (e) reduce the amount of moneys pledged for the repayment of the Bonds. Without the consent of the Paying Agent, no such modification or amendment may change or modify any of the rights or obligations of the Paying Agent.

ARTICLE IX

MISCELLANEOUS
SECTION 9.01. Benefits of Resolution Limited to Parties. Nothing in this Resolution, expressed or implied, is intended to give to any person other than the City, the Paying Agent and the Owners of the Bonds, any right, remedy, claim under or by reason of this Resolution.

Any covenants, stipulations, promises or agreements in this Resolution contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners of the Bonds.

SECTION 9.02. Defeasance.
(a) Discharge of Resolution. Bonds may be paid by the City, in whole or in part, in any of the following ways provided that the City also pays or causes to be paid any other sums payable hereunder by the City:
(i) by paying or causing to be paid the principal of and interest on such Bonds, as and when the same become due and payable;
(ii) by irrevocably depositing, in trust, at or before maturity, money or securities in the necessary amount to pay such Bonds as provided in Section 9.02(c); or
(iii) by delivering such Bonds to the Paying Agent for cancellation by it.

If the City pays all Outstanding Bonds and also pays or causes to be paid all other sums payable hereunder by the City, then and in that case, at the election of the City (evidenced by a certificate of a City Representative filed with the Paying Agent, signifying the intention of the City to discharge all such indebtedness and this Resolution), and notwithstanding that any Bonds have not been surrendered for payment, this Resolution, all taxes and other assets pledged under this Resolution and all covenants, agreements and other obligations of the City under this Resolution shall cease, terminate, become void and be completely discharged and satisfied, except only as provided in Section 9.02(b). In such event, upon request of the City, the Paying Agent shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and shall execute and deliver to the City all such instruments as may be necessary to evidence such discharge and satisfaction, and the Paying Agent shall pay over, transfer, assign or deliver to the City all moneys or securities or other property held by it under this Resolution which are not required for the payment of Bonds not theretofore surrendered for such payment.
(b) Discharge of Liability on Bonds. Upon the deposit, in trust, at or before maturity, of money or securities in the necessary amount to pay any Outstanding Bond Bonds as provided

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in Section 9.02(c), then all liability of the City in respect of such Bond will cease and be completely discharged, except only that thereafter the Owner thereof is entitled only to payment of the principal of and interest on such Bond by the City, and the City remains liable for such payment, but only out of such money or securities deposited with the Paying Agent as aforesaid for such payment, provided further, however, that the provisions of Section 9.02(d) apply in all events.

The City may at any time surrender to the Paying Agent for cancellation by it any Bonds previously issued and delivered, which the City acquires in any manner whatsoever, and such Bonds, upon such surrender and cancellation, will be deemed paid and retired. (c) Deposit of Money or Securities with Paying Agent. Whenever in this Resolution it is provided or permitted that there be deposited with or held in trust by the Paying Agent money or securities in the necessary amount to pay any Bonds, the money or securities so to be deposited or held may include money or securities held by the Paying Agent in the funds and accounts established under this Resolution and must be:
(i) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity; or
(ii) Federal Securities the principal of and interest on which when due, in the opinion of a certified public accountant delivered to the City, will provide money sufficient to pay the principal of and all unpaid interest to maturity on the Bonds to be paid, as such principal and interest become due. (d) Payment of Bonds After Discharge of Resolution. Notwithstanding any provisions of this Resolution, any moneys held by the Paying Agent in trust for the payment of the principal of, or interest on, any Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable, if such moneys were so held at such date, or two years after the date of deposit of such moneys if deposited after said date when all of the Bonds became due and payable, shall, upon request of the City, be repaid to the City free from the trusts created by this Resolution, and all liability of the Paying Agent with respect to such moneys shall thereupon cease. Before the repayment of such moneys to the City as aforesaid, the Paying Agent may (at the cost of the City) first mail to the Owners of all Bonds which have not been paid at the addresses shown on the Registration Books a notice in such form as may be deemed appropriate by the Paying Agent, with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the City of the moneys held for the payment thereof.

SECTION 9.03. Execution of Documents and Proof of Ownership by Bond Owners. Any request, declaration or other instrument which this Resolution may require or permit to be executed by Bond Owners may be in one or more instruments of similar tenor, and shall be executed by Bond Owners in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Bond Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing

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acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same are proved by the Registration Books.

Any request, declaration or other instrument or writing of the Owner of any Bond binds all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Paying Agent in good faith and in accordance therewith.

SECTION 9.04. Waiver of Personal Liability. No City Council member, officer, agent or employee of the City has any individual or personal liability for the payment of the principal of or interest on the Bonds. Nothing herein contained relieves any City Council member, officer, agent or employee from the performance of any official duty provided by law.

SECTION 9.05. Destruction of Canceled Bonds. Whenever in this Resolution provision is made for the surrender to the City of any Bonds which have been paid or canceled under the provisions of this Resolution, a certificate of destruction duly executed by the Paying Agent constitutes the equivalent of the surrender of such canceled Bonds and the City is entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to.

SECTION 9.06. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Resolution is for any reason held illegal or unenforceable, such holding will not affect the validity of the remaining portions of this Resolution. The City hereby declares that it would have adopted this Resolution and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses, or phrases of this Resolution may be held illegal, invalid or unenforceable.

SECTION 9.07. Execution of Documents. Each City Representative, and any and all other officers of the City, are each authorized and directed in the name and on behalf of the City to make any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate the lawful issuance, sale and delivery of the Bonds, including an agreement for paying agent services. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable.

SECTION 9.08. Effective Date of Resolution. This Resolution becomes effective upon the date of its passage and adoption.

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APPENDIX A

FORM OF BOND
REGISTERED BOND NO. R-___ ***$***

CITY OF BERKELEY
2022 GENERAL OBLIGATION BOND, SERIES B
(2018 Election Measure O: Affordable Housing) (Federally Taxable) INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP
% per annum September 1, ________, 2022 [_____]
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: THOUSAND DOLLARS
The CITY OF BERKELEY, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”), for value received, hereby promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount set forth above on the Maturity Date set forth above, together with interest thereon at the Interest Rate set forth above, calculated on a 30/360 day basis, until the Principal Amount hereof is paid or provided for, such interest to be paid on March 1 and September 1 of each year, commencing September 1, 2022 (the “Interest Payment Dates”). This Bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before February 15, 2023, in which event it shall bear interest from the Dated Date set forth above.

Principal, interest and redemption premium (if any) are payable in lawful money of the United States of America to the person in whose name this Bond is registered (the “Registered Owner”) on the Bond registration books maintained by the Paying Agent, initially The Bank of New York Mellon Trust Company, N.A., Dallas, Texas.

Principal hereof and any redemption premium hereon are payable upon presentation and surrender of this Bond at the principal corporate trust office of the Paying Agent.

Interest hereon is payable by check mailed by the Paying Agent on each Interest Payment Date to the Registered Owner of this Bond by first-class mail at the address appearing on the Bond registration books at the close of business on the 15 th day of the calendar month next preceding such Interest Payment Date (the “Record Date”); provided, however, that at the written request of the registered owner of Bonds in an aggregate principal amount of at least $1,000,000, which written request is on file with the Paying Agent prior to any Record Date, interest on such Bonds shall be paid on each

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succeeding Interest Payment Date by wire transfer in immediately available funds to such account of a financial institution within the United States of America as shall be specified in such written request.

This Bond is one of a series of $_______ aggregate principal amount of bonds (collectively, the “2022 Bonds”) issued for the purpose of raising money to finance the acquisition and improvement of affordable housing, and to pay all necessary legal, financial, engineering and contingent costs in connection therewith. The 2022 Bonds have been issued under authority of and under the laws of the State of California, and the requisite two-thirds vote of the electors of the City cast at an election held on November 6, 2018, upon the question of issuing bonds in the aggregate principal amount of $135,000,000, and under a resolution of the City Council of the City adopted on [April 26], 2023 (the “Bond Resolution”). The 2022 Bonds are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the City, which taxes are unlimited as to rate or amount.

The principal of and interest and redemption premium, if any, on this Bond do not constitute a debt of the County, the State of California, or any of its political subdivisions other than the City, or any of the officers, agents and employees thereof, and neither the County, the State of California, any of its political subdivisions other than the City, nor any of the officers, agents and employees thereof shall be liable hereon. In no event shall the principal of and interest and redemption premium, if any, on this Bond be payable out of any funds or properties of the City other than ad valorem taxes levied upon all taxable property in the City.

The 2022 Bonds are issuable only as fully registered bonds in the denominations of $5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for bonds of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The City and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the City nor the Paying Agent shall be affected by any notice to the contrary.

The 2022 Bonds maturing on or before September 1, 20__, are not subject to redemption prior to their respective stated maturities. The 2022 Bonds maturing on or after September 1, 20__, are subject to redemption prior to maturity, at the option of the City, in whole or in part among maturities on such basis as designated by the City and by lot within a maturity, from any available source of funds, on September 1, 20__, and on any date thereafter, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption, without premium.

The 2022 Bonds maturing on September 1, 20__, September 1, 20__ and September 1, 20__ (the “Term Bonds”) are subject to redemption prior to their stated maturity date, without a redemption premium, in part by lot, from mandatory sinking fund

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payments on each September 1, on and after September 1, 20__ in the principal amounts as set forth in the following tables:
$_________ Term Bond Due September 1, 20__
Payment Date
(September 1)
Payment
Amount
$_________ Term Bond Due September 1, 20__
Payment Date
(September 1)
Payment
Amount
$_________ Term Bond Due September 1, 20__
Payment Date
(September 1)
Payment
Amount
The Paying Agent shall give notice of the redemption of the 2022 Bonds at the expense of the City. Such notice shall specify: (a) that the 2022 Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the 2022 Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the 2022 Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each 2022 Bond to be redeemed, the portion of the principal amount of such 2022 Bond to be redeemed, together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable.

Notice of any redemption of 2022 Bonds shall be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the respective Owners of any 2022 Bonds designated for redemption, at their addresses appearing on the bond registration books maintained by the Paying Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice shall not affect the validity of the proceedings for the redemption of such 2022 Bonds or the cessation of accrual of interest thereon from and after the redemption date.

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The City may provide conditional notices of optional redemption, and the City is entitled to rescind any notice of optional redemption of the 2022 Bonds by written notice to the Paying Agent on or prior to the date fixed for redemption, and the Paying Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption. The City and the Paying Agent have no liability to the Owners or any other party related to or arising from such rescission.

Neither the City nor the Paying Agent will be required: (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15 th calendar day next preceding either any Interest Payment Date or any date of selection of any 2022 Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given, or (b) to transfer any Bond which has been selected or called for redemption in whole or in part.

Reference is made to the Bond Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the City, the Paying Agent and the Registered Owners, and the terms and conditions upon which the 2022 Bonds are issued and secured. The owner of this Bond assents, by acceptance hereof, to all of the provisions of the Bond Resolution.

It is certified, recited and declared that all acts and conditions required by the Constitution and laws of the State of California to exist, to be performed or to have been met precedent to and in the issuing of the 2022 Bonds in order to make them legal, valid and binding general obligations of the City, have been performed and have been met in regular and due form as required by law; that payment in full for the 2022 Bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the 2022 Bonds; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the City in an amount sufficient to pay principal and interest when due, and for levying and collecting such taxes the full faith and credit of the City are hereby pledged.

This Bond shall not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication below has been manually signed by the Paying Agent.

Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the City or the Paying Agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE,

OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

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IN WITNESS WHEREOF, the City of Berkeley has caused this Bond to be executed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk, all as of the date stated above.

CITY OF BERKELEY
By
Mayor
Attest:

City Clerk

CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Bond Resolution referred to herein.

Date of Authentication: ________, 2022

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Paying
Agent
By
Authorized Signatory

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ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint ______________________
attorney, to transfer the same on the registration books of the Bond Registrar, with full power of substitution in the premises.

Dated: ______________
Signature Guaranteed:

Note: Signature(s) must be guaranteed by an
eligible guarantor institution.

Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face
of the within Bond in every particular without
alteration or enlargement or any change
whatsoever.

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APPENDIX B

REQUIRED DISCLOSURES PURSUANT TO
GOVERNMENT CODE SECTION 5852.1

1. Estimated True Interest Cost of the Bonds: 4.11%

2. Estimated finance charge of the Bonds, being the sum of all fees and charges paid to third parties, in the amount of approximately $815,000. Such amount consists of costs of issuing the Bonds in the amount of approximately $215,000 together with estimated underwriter’s compensation in the amount of $600,000.

3. Estimated proceeds of the Bonds expected to be received by the City for deposit to the Project Fund, net of proceeds for Costs of Issuance in (2) above to paid, capitalized interest and reserves (if any) from the principal amount of the Bonds: $39,185,000.

4. Estimated Total Payment Amount for the Bonds, being the sum of all debt service to be paid on the Bonds to final maturity:
$69,769,567.

*All amounts and percentages are estimates, and are made in good faith by the City based on information available as of the date of adoption of this Resolution. Estimates include certain assumptions regarding federally taxable interest rates available in the bond market at the time of pricing the Bonds.

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PRELIMINARY OFFICIAL STATEMENT DATED ______, 2022

NEW ISSUE - FULL BOOK-ENTRY RATING:

S&P: “___”

In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, under existing law, the interest on the Bonds is not excluded from gross income for federal income tax purposes. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. Bond Counsel expresses no opinion regarding any other tax consequences caused by the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See "LEGAL MATTERS – No Federal Tax Exemption.”

$________*

CITY OF BERKELEY
2022 General Obligation Bonds, Series B
(2018 Election Measure O: Affordable Housing)
(Federally Taxable)

Dated: Date of Delivery Due September 1, as shown on inside front cover

Issuance. The general obligation bonds captioned above (the “Bonds”) are being issued by the City of Berkeley (the “City”) under provisions of the California Government Code and under a Resolution adopted by the City Council of the City (th e “City Council”) on April 26, 2022 (the “Bond Resolution”). The Bonds were authorized at an election of the registered voters of the City held on November 6, 2018, which authorized the issuance of general obligation bonds for the purpose of financing the improvement and acquisition of affordable housing (the “2018 Authorization”) . The Bonds are the second series of bonds to b e sold and issued under the 2018 Authorization. See “THE BONDS – Authority for Issuance.” Purpose. The Bonds are being issued for the purpose of financing the improvement and acquisition of affordable housing. See “PLAN OF FINANCE – Purpose of Issue.”
Security. The Bonds are general obligations of the City, payable solely from ad valorem property taxes levied by the City and collected by Alameda County (the “County”). The City Council is empowered and is obligated to annually levy ad valorem taxes for the payment of interest on, and principal of, the Bonds upon all property subject to taxation by the City, without limitation of rate or amount (except certain personal property that is taxable at limited rates). See “SECURITY FOR THE BONDS.” Book-Entry Only. The Bonds will be issued in book -entry form only, and will be initially issued and registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”). The Bonds are issuable as fully registered securities in denominations of $5,000 or any integral multiple of $5,000. Purchasers of the Bonds (the “Beneficial Owners”) will not receive physical certificates representing their interest in the Bonds. See “THE BONDS” and “APPENDIX E – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Payments. Interest on the Bonds accrues from the date of delivery and is payable semiannually on March 1 and September 1 of each year, commencing September 1, 2022. Payments of principal and interest on the Bonds will be paid by The Bank of New York Mellon Trust Company, N.A., as Paying Agent, to DTC for subsequent disbursement to DTC Participants, which will remit such payments to the Beneficial Owners of the Bonds. See “THE BONDS - Description of the Bonds.” Redemption. The Bonds are subject to optional and mandatory redemption prior to maturity. See “THE BONDS – Redemption.”

The following firm, serving as municipal advisor to the City, has structured this issue.

Maturity Schedule
(See inside cover)

Cover Page. This cover page contains certain information for general reference only. It is not a summary of all the provisions of the Bonds. Prospective investors must read the entire Official Statement to obtain information essential to ma king an informed investment decision.

The Bonds will be offered when, as and if issued and accepted by the Underwriter, subject to the approval as to legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel to the City, and subje ct to certain other conditions. Jones Hall is also serving as Disclosure Counsel to the City. Certain legal matters are being passed upon for t he City by the City Attorney. It is anticipated that the Bonds, in book entry form, will be available for deli very by DTC in New York, New York, on or about May 24, 2022*.

The date of this Official Statement is _________, 2022.

* Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a s olicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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MATURITY SCHEDULE
(Base CUSIP†: _____)

Maturity Date
(September 1)
Principal
Amount
Interest
Rate

Yield

Price CUSIP†

C: Priced to first par optional call date of September 1, 20__.

† CUSIPÒ is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc on behalf of The American Bankers Association. Neither the City nor the Underwriter takes any responsibility for the accuracy of the CUSIP data.

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GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT

Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.

This Official Statement is not a contract between any bond owner and the City or the Underwriter. This Official Statement and the information contained herein are subject to completion or amendment without notice.

No Offering Except by This Official Statement. No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations relating to the Bonds other than those contained in this Official Statement and, if given or made, such other information or representation must not be relied upon as having been authorized by the City or the Underwriter.

No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

Estimates and Projections. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and similar expressions identify “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material.

Information in Official Statement. The information set forth in this Official Statement has been furnished by the City and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness by the City.

Involvement of Underwriter. The Underwriter (as defined in “UNDERWRITING”) has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

Document Summaries. All summaries of the Bond Resolution or other documents referred to in this Official Statement are made subject to the provisions of such documents and qualified in their entirety to reference to such documents, and do not purport to be complete statements of any or all of such provisions.

No Securities Laws Registration. The Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exceptions therein for the issuance and sale of municipal securities. The Bonds have not been registered or qualified under the securities laws of any state.

Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, give rise to any implication that there has been no change in the affairs of the City, or the other parties described in this Official Statement, or the condition of the property within the City since the date of this Official Statement.

Website. The City maintains a website; however, the information presented on the website is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds.

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CITY OF BERKELEY

ELECTED OFFICIALS

Jesse Arreguín, Mayor
Rashi Kesarwani, Councilmember District 1
Terry Taplin, Councilmember District 2
Ben Bartlett, Councilmember District 3
Kate Harrison, Councilmember District 4
Sophie Hahn, Councilmember District 5
Susan Wengraf, Councilmember District 6
Rigel Robinson, Councilmember District 7
Lori Droste, Councilmember District 8

CITY OFFICIALS
Dee Williams-Ridley
City Manager

Henry Oyekanmi
Director of Finance

LaTanya Bellow
Interim Deputy City Manager
Paul Buddenhagen
Deputy City Manager

Farimah Brown
City Attorney
Jenny Wong
City Auditor

PROFESSIONAL SERVICES

BOND AND DISCLOSURE COUNSEL

Jones Hall, A Professional Law Corporation
San Francisco, California

MUNICIPAL ADVISOR

NHA Advisors, LLC
San Rafael, California

BOND REGISTRAR, TRANSFER AGENT, AND PAYING AGENT

The Bank of New York Mellon Trust Company, N.A.

Dallas, Texas

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i

TABLE OF CONTENTS

INTRODUCTION ......................................................................................................................................... 1 PLAN OF FINANCE ..................................................................................................................................... 3 Purpose of Issue .................................................................................................................................... 3 Sources and Uses of Funds .................................................................................................................. 3 THE BONDS ................................................................................................................................................ 4 Authority for Issuance ............................................................................................................................ 4 Description of the Bonds ....................................................................................................................... 4 Payment ................................................................................................................................................ 5 Redemption ........................................................................................................................................... 5 Registration, Transfer and Exchange of Bonds ..................................................................................... 7 Defeasance ........................................................................................................................................... 7 DEBT SERVICE SCHEDULE ...................................................................................................................... 8 SECURITY FOR THE BONDS .................................................................................................................. 10 Ad Valorem Taxes ............................................................................................................................... 10 Debt Service Fund ............................................................................................................................... 10 Limited Obligation ................................................................................................................................ 11 COVID-19 Global Pandemic ................................................................................................................ 11 PROPERTY TAXATION ............................................................................................................................ 12 Property Tax Collection Procedures .................................................................................................... 12 Taxation of State-Assessed Utility Property ........................................................................................ 13 Assessed Valuation ............................................................................................................................. 13 Alternative Method of Tax Apportionment - Teeter Plan ..................................................................... 16 Appeals of Assessed Value ................................................................................................................. 17 Tax Rates ............................................................................................................................................ 19 Major Taxpayers .................................................................................................................................. 20 Direct and Overlapping Debt ............................................................................................................... 21 CONSTITUTIONAL AND STATUTORY PROVISIONS ............................................................................. 22 AFFECTING CITY REVENUES AND APPROPRIATIONS ....................................................................... 22 Article XIIIA of the State Constitution .................................................................................................. 22 Legislation Implementing Article XIIIA ................................................................................................. 22 Article XIIIB of the State Constitution .................................................................................................. 23 Articles XIIIC and XIIID of the State Constitution ................................................................................ 23 Proposition 62 ...................................................................................................................................... 24 Proposition 1A ..................................................................................................................................... 25 Possible Future Initiatives .................................................................................................................... 26 LEGAL MATTERS ..................................................................................................................................... 26 No Federal Tax Exemption .................................................................................................................. 26 Continuing Disclosure .......................................................................................................................... 26 Absence of Material Litigation ............................................................................................................. 27 RATING ..................................................................................................................................................... 27 MUNICIPAL ADVISOR .............................................................................................................................. 27 UNDERWRITING ....................................................................................................................................... 28

APPENDIX A - FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION FOR THE CITY OF

BERKELEY AND ALAMEDA COUNTY
APPENDIX B - ANNUAL FINANCIAL REPORT FOR YEAR ENDED JUNE 30, 2021

APPENDIX C - PROPOSED FORM OF OPINION OF BOND COUNSEL

APPENDIX D - FORM OF CONTINUING DISCLOSURE CERTIFICATE

APPENDIX E - DTC AND THE BOOK-ENTRY ONLY SYSTEM

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-1-

__________________________________

OFFICIAL STATEMENT
__________________________________

$_______*

CITY OF BERKELEY
2022 General Obligation Bonds, Series B
(2018 Election Measure O: Affordable Housing)
(Federally Taxable)

The purpose of this Official Statement, which includes the cover page, inside cover page and attached appendices, is to set forth certain information concerning the sale and delivery of the bonds captioned above (the “ Bonds”) by the City of Berkeley (the “City”). All capitalized terms used in this Official Statement, unless noted otherwise, have the meanings set forth in the Bond Resolution (as defined below).

INTRODUCTION

This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of Bonds to potential investors is made only by means of the entire Official Statement.

The City. The City is located in Alameda County (the “ County”) on the east side of the San Francisco Bay, approximately 10 miles northeast of San Francisco. The City encompasses a total area of approximately 19 square miles and had an estimated January 1, 2021, population of 116,761 [TO BE UPDATED FOLLOWING MARCH CENSUS RESULTS], giving it the highest population density of any city in the East Bay. The City is defined to a large degree, both culturally and economically, by the presence of the University of California campus located on the eastern side of the City. The University of California is a major component of the City's economy, employing more than 232,500 full and part -time workers across all University of California campuses.

The City is among the oldest in California. The City was founded in 1864, incorporated as a town in 1878, and incorporated as a city in 1909. The City's charter was adopted in 1895.

See “APPENDIX A – FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION FOR THE CITY OF BERKELEY AND ALAMEDA COUNTY” and “APPENDIX B – COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR YEAR ENDED JUNE 30, 2021,” for demographic and financial information regarding the City.

* Preliminary; subject to change.

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COVID-19 Statement. The COVID-19 pandemic has resulted in a public health crisis that is fluid and unpredictable with financial and economic impacts that cannot be predicted. As such, investors are cautioned that the City cannot at this time predict the impacts that the ongoing pandemic or other public health emergencies may have on its operations and finances, property values in the City, and economic activity in the City, the State of California (the “ State”) and the nation, among others. For more disclosure regarding the COVID-19 emergency, see “SECURITY FOR THE BONDS – COVID-19 Pandemic.”

Authority for Issuance. The Bonds are being issued under Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and pursuant to and consistent with the Charter of the City. The City authorized the issuance of the Bonds under a Resolution adopted by the City Council of the City (the “ City Council”) on April 26, 2022 (the “Bond Resolution”). The Bonds are t he second series of bonds issued under the 2018 Authorization. Following the issuance of the Bonds, there will be $______ remaining under the 2018 Authorization.* See “THE BONDS – Authority for Issuance.”

Purpose for Issuance. The net proceeds of the Bonds will be used to finance affordable housing projects, as approved by the voters at an election held in the City on November 6, 2018 (the “Bond Election”) with respect to the bond measure known as Measure O. See “PLAN OF FINANCE – Purpose of Issue.”

Security and Sources of Payment for the Bonds . The Bonds are general obligations of the City payable solely from ad valorem property taxes levied by the City and collected by the County. The City Council is empowered and is obligated to annually levy ad valorem taxes for the payment of interest on, and principal of, the Bonds upon all property subject to taxation by the City, without limitation of rate or amount (except with respect to certain personal property that is taxable at limited rates). See “SECURITY FOR THE BONDS.”

The impact that the current COVID-19 outbreak might have on the assessed valuation of property located in the City is uncertain at this time. See “PROPERTY TAXATION – Assessed Valuations” and “SECURITY FOR THE BONDS – COVID-19 Pandemic.”

Payment and Registration of the Bonds. The Bonds will be dated their date of original issuance and delivery (the “ Dated Date”) and will be issued as fully registered bonds, without coupons, in the denominations of $5,000 or any integral multiple of $5,000, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available under the book -entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described below. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. See “THE BONDS” and “APPENDIX E – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”

Interest on the Bonds accrues from the Dated Date and is payable semiannually on March 1 and September 1 of each year, commencing September 1, 202 2. See “THE BONDS – Description of the Bonds.”

Early Redemption. The Bonds are subject to optional and mandatory redemption prior to their maturity as described in “THE BONDS - Redemption.”

* Preliminary; subject to change.

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Other Information. This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of documents referred to in this Official Statement and information concerning the Bonds are available from the City of Berkeley City Clerk, 2180 Milvia Street, Berkeley, California 94704, (510) 981-7000. The City may impose a charge for copying, mailing and handling.

PLAN OF FINANCE

Purpose of Issue

The proceeds of the Bonds will be used to finance projects approved by more than the requisite 2/3 of City voters at the Bond Election. The abbreviated form of the ballot measure for Measure O was:

“Shall the measure to i ssue $135 million in bonds to create and preserve affordable housing for low-income households, working families, and individuals including teachers, seniors, veterans, the homeless, and persons with disabilities; subject to citizen oversight and independent audits, be adopted?”

The Bonds will be the second series of bonds issued pursuant to the authority received at the Bond Election.

Sources and Uses of Funds

The estimated sources and uses of funds with respect t o the Bonds will be applied as follows:

Sources of Funds
Principal Amount of Bonds
Plus: Net Original Issue Premium
Less: Underwriter’s Discount
Total Sources

Uses of Funds
Deposit to Project Fund
Deposit to Debt Service Fund
Costs of Issuance(1)
Total Uses

(1) Includes Municipal Advisor fees, Bond Counsel and Disclosure Counsel fees, printing costs, rating agency fees and other related costs.

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THE BONDS

Authority for Issuance

The Bonds are issued under Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Act”) and other applicable law, and pursuant to the City’s powers under and consistent with the Charter of the City . The City Council authorized the issuance of the Bonds pursuant to the Bond Resolution.

The net proceeds of the Bonds will be used to finance affordable housing projects, as approved by the voters at an election held in the City on November 6, 2018 (the “Bond Election”) with respect to the bond measure known as Measure O.

The City received authorization at the Bond Election, by an affirmative vote of more than 2/3 of the eligible voters within the City (the “ 2018 Authorization”) to issue $ 135,000,000 of general obligation bonds. The Bonds are the second series of Bonds to be sold and issued under the 2018 Authorization.

Description of the Bonds

Book-Entry Form. The Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”). Purchasers of the Bonds (the “Beneficial Owners”) will not receive physical certificates representing their interest in the Bonds. Payments of principal of and interest on the Bonds will be paid by the Paying Agent to DTC for subsequent disbursement to DTC Participants which will remit such payments to the Beneficial Owners of the Bonds.

As long as DTC’ s book-entry method is used for the Bonds, the Paying Agent will send any notice of prepayment or other notices to owners only to DTC. Any failure of DTC to advise any DTC Participant, or of any DTC Participant to notify any Beneficial Owner, of any such notice and its content or effect will not affect the validity or sufficiency of the proceedings relating to the prepayment of the Bonds called for prepayment or of any other action premised on such notice.

The Paying Agent, the City, and the Underwriter of the Bonds have no responsibility or liability for any aspects of the records relating to or payments made on account of beneficial ownership, or for maintaining, supervising or reviewing any records relating to beneficial ownership, of interests in the Bonds.

See “APPENDIX E – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”

Interest. Interest on the Bonds is payable semiannually on March 1 and September 1 of each year (the “Interest Payment Dates”), commencing September 1, 2022.

Interest on the Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless:

1. a Bond is authenticated as of an Interest Payment Date, in which event it will bear interest from such date,

2. a Bond is authenticated prior to an Interest Payment Date and after the close of business on the 15th day of the month preceding the Interest Payment Date (each,

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a “Record Date”), in which event it will bear interest from such Interest Payment Date,

3. a Bond is authenticated on or before August 15, 2022, in which event it shall bear interest from the Closing Date, or

4. at the time of authentication of a Bond, interest is in default thereon, in which event it will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

Interest on the Bonds will be calculated on the basis of a 360-day year comprised of twelve 30-day months.

Denominations and Maturity. The Bonds shall be issued in de nominations of $5,000 each or any integral multiple of $5,000. The Bonds mature on September 1 in the years and amounts set forth on the inside cover page hereof.

See the maturity schedule on the inside cover page hereof and “DEBT SERVICE SCHEDULE” below.

Payment

Interest on the Bonds (including the final interest payment upon maturity) is payable by check of the Paying Agent mailed to the owner thereof at such owner’s address as it appears on the Registration Books (as defined below) at the close of business on the preceding Record Date, except that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the Bonds, which written request is on file with the Paying Agent as of any Record Date, interest on such Bonds shall be paid by wire transfer on the succeeding Interest Payment Date to an account in the United States of America as shall be specified in such written request.

Principal of and premium (if any) on the Bonds is payable in lawful money of the United States of America upon presentation and surrender at the principal office of the Paying Agent.

Redemption
*

Optional Redemption. The Bonds maturing on or before September 1, 20__, are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after September 1, 20__, are subject to redemption prior to maturity, at the option of the City, in whole or in part among maturities on such basis as designated by the City and by lot within a maturity, from any available source of funds, on September 1, 20__, and on any date thereafter, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption. The Term Bonds maturing on September 1, 20__ and September 1, 20__ (the “Term Bonds”) are subject to redemption prior to their stated maturity date, without a redemption premium, in part by lot, from mandatory sinking fund payments on each September 1, on and after September 1, 20__, in the principal amounts as set forth in the following tables:

* Preliminary; subject to change.

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$_______ Term Bond Due September 1, 20__

Payment Date
(September 1)
Payment
Amount

(Maturity)

$_______ Term Bond Due September 1, 20__

Payment Date
(September 1)
Payment
Amount

(Maturity)

If some but not all of the Term Bonds have been optionally redeemed , the aggregate principal amount of Term Bonds to be subject to Mandatory Sinking Fund Redemption in each year will be reduced on a pro rata basis in integral multiples of $5,000, as designated in written notice filed by the City with the Paying Agent.

Redemption Procedure. The Paying Agent will cause notice of any redemption to be mailed, first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, (i) to the Securities Depositories and the Munic ipal Securities Rulemaking Board, and (ii) to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Registration Books (as defined below) maintained by the Paying Agent. Such mailing will not be a condition prec edent to such redemption and failure to mail or to receive any such notice will not affect the validity of the proceedings for the redemption of such Bonds.

The City is entitled to send a redemption notice that declares that the redemption is conditional upon the availability of moneys to accomplish the redemption, and the City may rescind any notice of optional redemption of the Bonds by written notice to the Paying Agent on or prior to the date fixed for redemption, and the Paying Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this section. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption. The City and the Paying Agent have no liability to the Owners or any other party related to or arising from such rescission.

A redemption notice will state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, will designate the serial numbers of the Bonds to be redeemed by giving the individual number of each Bond or by stating that all Bonds between two stated numbers, both inclusive, or by stating that all of the Bonds of one or more maturities have been called for redemption, and will require that such Bonds be then surrendered at the principal office of the Paying Agent for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.

Partial Redemption. Upon surrender of Bonds redeemed in part only, the City will execute and the Paying Agent will authenticate and deliver to the owner, at the expense of the

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City, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.

Effect of Redemption. From and after the date fixed for redemption, if notice of such redemption has been dul y given and funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption have been duly provided, such Bonds so called will cease to be entitled to any benefit under the Bond Resolution other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Registration, Transfer and Exchange of Bonds

If the book -entry system as described above and in Appendix E is no longer used with respect to the Bonds, the following provisions will govern the registration, transfer, and exchange of the Bonds.

Registration Books. The Paying Agent will keep or cause to be kept sufficient books for the registration and transfer of the Bonds (the “ Registration Books”), which will at all times be open to inspection by the City upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the Bonds.

Transfer. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the p erson in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the principal office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. The City may charge a reasonable sum for each new Bond issued upon any transfer.

Whenever any Bond or Bonds are surrendered for transfer, the City will execute and the Paying Agent will authenticate and deliver a new Bon d or Bonds, for like aggregate principal amount.

Exchange. Bonds may be exchanged at the principal office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The City may charge a reasonable sum for each new Bond issued upon any exchange.

Defeasance

The City has the option to pay and discharge the entire indebtedness on all or any portion of the outstanding Bonds in any one or more of the following ways:

(a) by paying or causing to be paid the principal of and interest on such Bonds, as and when the same become due and payable;

(b) by irrevocably depositing, in trust, at or before maturity:

(i) lawful money of the United States of America in an amount eq ual to the principal amount of such Bonds and all unpaid interest thereon to maturity; or

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(ii) Federal Securities (as defined below), the principal of and interest on, which when due, in the opinion of a certified public accountant delivered to the City, will provide money sufficient to pay the principal of and all unpaid interest to maturity on the Bonds to be paid, as such principal and interest become due.

“Federal Securities” means United States Treasury notes, bonds, bills or certificates of indebtedness, or any other obligations, the timely payment of which is directly or indirectly guaranteed by the faith and credit of the United States of America.

DEBT SERVICE SCHEDULES

The following table shows the debt service schedule with respect to the Bonds (assuming no optional redemptions).

Year Ending
September 1

Principal

Interest

Total
Debt Service

Total

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Combined Debt Service Schedule. In addition to the Bonds described herein, the City has other series of general obligation bonds and refunding bonds outstanding. The following table shows the combined debt service schedule for outstanding general obligation bonds and refunding bonds of the City following the issuance of the Bonds, assuming no optional redemptions.

Year Ending
September 1

2014 Bonds

2015 Refunding
Bonds

2016 Bonds

2017 Bonds

2020 Measure O
Bonds

2020A
Refunding
Bonds

2020B
Refunding Bonds

2021 Measure T-1
Bonds

The Bonds

Total
Debt Service
2022 $905,250.00 $3,106,587.50 $748,112.50 $1,748,806.26 $2,020,340.00 $543,700.00 $814,187.50 $2,795,825.00 2023 901,750.00 3,103,087.50 747,112.50 1,747,306.26 2,020,740.00 540,450.00 814,437.50 2,970,825.00 2024 902,500.00 3,099,087.50 745,362.50 1,749,056.26 2,023,790.00 536,700.00 813,687.50 2,053,325.00 2025 905,350.00 3,104,337.50 747,862.50 1,748,806.26 2,020,790.00 537,450.00 811,937.50 2,052,325.00 2026 902,225.00 3,108,087.50 748,062.50 1,746,556.26 2,021,915.00 537,450.00 819,187.50 2,049,075.00 2027 903,250.00 3,105,287.50 752,662.50 1,746,156.26 2,021,990.00 541,700.00 814,937.50 2,053,575.00 2028 905,450.00 2,140,087.50 756,462.50 1,749,356.26 2,021,015.00 544,950.00 814,687.50 2,050,325.00 2029 901,850.00 1,001,287.50 764,462.50 1,748,956.26 2,023,990.00 542,200.00 813,187.50 2,049,575.00 2030 902,650.00 399,887.50 770,962.50 1,746,906.26 2,020,740.00 548,700.00 815,437.50 2,051,075.00 2031 902,650.00 399,975.00 771,862.50 1,746,906.26 2,021,440.00 543,950.00 816,187.50 2,051,875.00 2032 901,850.00 399,737.50 772,312.50 1,746,006.26 2,023,452.50 547,550.00 816,587.50 2,053,475.00 2033 904,575.00 398,768.76 772,312.50 1,749,206.26 2,024,327.50 550,350.00 815,987.50 2,048,875.00 2034 906,268.76 397,043.76 774,437.50 1,746,356.26 2,024,065.00 549,100.00 814,387.50 2,053,225.00 2035 901,931.26 399,968.76 781,187.50 1,747,606.26 2,022,665.00 555,300.00 818,687.50 2,051,225.00 2036 905,243.76 397,368.76 786,750.00 1,747,806.26 2,020,127.50 557,100.00 817,600.00 2,052,425.00 2037 902,243.76 398,956.26 791,787.50 1,746,956.26 2,020,502.50 557,250.00 815,700.00 2,053,025.00 2038 903,150.00 -- 795,562.50 1,748,518.76 2,024,190.00 556,950.00 816,950.00 2,053,025.00 2039 902,743.76 -- 798,787.50 1,748,831.26 2,021,002.50 556,200.00 818,850.00 2,052,425.00 2040 906,025.00 -- 806,462.50 1,747,893.76 2,021,127.50 -- -- 2,051,225.00 2041 901,825.00 -- 813,450.00 1,749,018.76 2,024,377.50 -- -- 2,049,425.00 2042 906,275.00 -- 819,750.00 1,748,681.26 2,020,565.00 -- -- 2,052,025.00 2043 903,925.00 -- 828,600.00 1,746,881.26 2,024,877.50 -- -- 2,048,925.00 2044 -- -- 836,550.00 1,748,618.76 2,021,940.00 -- -- 2,050,225.00 2045 -- -- 843,600.00 1,748,731.26 2,022,540.00 -- -- 2,053,675.00 2046 -- -- 849,750.00 1,747,218.76 2,021,270.00 -- -- 2,051,275.00 2047 -- -- -- 1,747,037.50 2,023,130.00 -- -- 2,050,887.50 2048 -- -- -- -- 2,022,950.00 -- -- 2,049,600.00
2049 -- -- -- -- 2,020,730.00 -- -- 2,052,412.50
2050 -- -- -- -- 2,021,470.00 -- -- 2,049,212.50
2051 -- -- -- -- -- -- -- 2,050,112.50
Total $19,878,981.30 $24,959,556.30 $19,624,225.00 $45,444,181.50 $58,642,060,00 $9,847,050.00 $14,682,625.00 $63,204,500.00

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SECURITY FOR THE BONDS

Ad Valorem Taxes

Bonds Payable from Ad Valorem Property Taxes. The Bonds are general obligations of the City, payable solely from ad valorem property taxes levied by the City and collected by the County. The City is empowered and is obligated to annually levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all property within the City subject to taxation by the City, without limitation of rate or amount (except certain personal property that is taxable at limited rates).

Levy and Collection. The City will levy and the County will collect such ad valorem taxes in such amounts and at such times as is necessary to ensure the timely payment of debt service.

Such taxes, when collected, will be deposited into a debt service fund for the Bonds, which is maintained by the City and which is irrevocably pledged for the payment of principal of and interest on the Bonds when due.

City property taxes are assessed and collected by the County in the same manner, at the same time and in the same installments as other ad valorem taxes on real property and will have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the other ad valorem taxes on real property. As described below, although the County has adopted the Teeter Plan, the City has elected not to participate in the Teeter Plan, meaning that the City receives all of the property taxes that are actually collected, and the City also receives any penalties and interest on delinquent taxes. See “PROPERTY TAXATION – Alternative Method of Tax Apportionment – Teeter Plan.”

Annual Tax Rates. The amount of the annual ad valorem tax levied by the City to repay the Bonds will be determined by the relationship between the assessed valuation of taxable property in the City and the amount of debt service due on the Bonds. Fluctuations in the annual debt service on the Bonds and the assessed value of taxable property in the City may cause the annual tax rate to fluctuate.

Economic and other factors beyond the City’s control, such as economic recession, deflation of land values, a relocation out of the City or financial difficulty or bankruptcy by one or more major property taxpayers, or the complete or partial destruction of taxable property caused by, among other eventualities, earthquake, flood or other natural disaster, could cause a reduction in the assessed value within the City and necessitate a corresponding increase in the annual tax rate. See “PROPERTY TAXATION – Assessed Valuation – Factors Relating to Increases/Decreases in Assessed Value.” See also “— COVID-19 Global Pandemic.”

Debt Service Fund

The City will establish the Debt Service Fund for the Bonds (the “Debt Service Fund”), which will be established as a separate fund to be maintained distinct from all other funds of the City. All taxes levied by the City pursuant to the Bond Resolution for the payment of the principal of and interest and premium (if any) on the Bonds will be deposited in the Debt Service Fund by the City promptly upon receipt from the County. The Debt Service Fund is pledged for the payment of the principal of and interest and premium (if any) on the Bonds when and as the same become due. The City will transfer amounts in the Debt Service Fund, to the extent necessary to

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pay the principal of and interest on the Bonds as the same become due and payable, to the Paying Agent, as required to pay the principal of and interest and premium (if any) on the Bonds.

If, after payment in full of the Bonds, any amounts remain on deposit in the Debt Service Fund, the City shall transfer such amounts to its General Fund, to be applied solely in a manner that is consistent with the requirements of applicable state and federal tax law.

Limited Obligation

The Bonds are payable solely from the proceeds of an ad valorem tax levied by the City, and collected by the County, for the payment of principal and interest on the Bonds. Although the County is obligated to collect the ad valorem tax for the payment of the Bonds, the Bonds are not a debt of the County.

COVID-19 Global Pandemic

General. The spread of the novel strains of coronavirus that causes the di sease known as COVID-19 (“COVID-19”) and local, state, and federal actions in response to COVID -19, is having a significant impact on the economy and on the City’s operations and finances. On February 11, 2020, the World Health Organization (“ WHO”) announced the official name for the outbreak of COVID-19, an upper respiratory tract illness. COVID-19 has since spread across the globe. The COVID-19 pandemic has had an adverse effect on, among other things, the world economy, global supply chain, international travel, and a number of travel-related industries. The temporary and permanent business closures caused by the COVID -19 pandemic have led to a stark increase in unemployment across the County and the nation. Depending on the length and the breadth of the impacts of the COVID-19 pandemic, the economic costs may be very significant for the City and the region’s economy. On June 8, 2020, the National Bureau of Economic Research announced that the United States of America (the “ U.S.”) officially enter ed into a recession in February 2020. In addition, capital markets in the United States and globally have been volatile.

In mid-March 2020, based on guidance and directives from the State and public health agencies, all counties in the Bay Area and the Ci ty implemented and revised Shelter -in-Place (“Shelter-in-Place”) emergency orders or directives, which directed individuals to stay home, except for limited travel for the conduct of essential services. Most retail establishments (including restaurants, bars and nightclubs, entertainment venues and gyms) were closed in response to the Shelter-in-Place orders or directives. The Governor of the State announced similar Shelter - in-Place emergency orders effective for the entire State, which were lifted in June 2021.

In December 2020, two vaccines were approved for emergency use in the United States and vaccinations began in California. A third vaccine was approved for emergency use in February 2021. In July 2021, as a result of the Delta variant, all Bay Area counties and the City issued recommendations that all persons wear masks in indoor settings, regardless of vaccination status, and the recommendation became mandatory in August 2021 . Also in August 2021, booster shots became available to all Americans. In January 2022, the Omicron variant surged in the State, and began to wane in February 2022 and on February 16, 2022, the State and the City lifted the indoor bask mandate in most public settings for vaccinated people.

Impacts of COVID-19 Emergency Uncertain. The COVID-19 pandemic is still ongoing, however, indications are strong that the pandemic is transitioning to its endemic stage though its dynamic nature leads to uncertainties. There are many variables that will continue to contribute

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to the economic impact of the COVID-19 pandemic and the recovery, including the length of time social distancing measures are in place, the effectiveness of State and Federal governments’ relief programs and the timing for the containment and treatment of COVID -19. The ultimate impact of COVID-19 on the City’s operations and finances is not fully known, and it may be some time before the full impact of the COVID-19 pandemic is known.

General Obligation Bonds Secured by Ad Valorem Tax Revenues. Notwithstanding the impacts the COVID -19 emergency may have on the economy in the State, the County and the City or on the City’s general purpose revenues, the Bonds described herein are voter - approved general obligations of the City payable solely from the levy and collection of ad valorem property taxes, unlimited as to rate or amount, and are not payable from the general fund of the City. The City cannot predict the impacts that the Coronavirus emergency might have on local property values or tax collections. See “SECURITY FOR THE BONDS – Ad Valorem Taxes” and “PROPERTY TAXATION – Tax Levies and Delinquencies” herein.

PROPERTY TAXATION

Property Tax Collection Procedures

In California, property that is subject to ad valorem taxes is classified as “secured” or “unsecured.” The “secured roll” is that part of the assessment roll containing state assessed public utilities’ property and property, the taxes on which are a lien on real property sufficient, in the opinion of the county assessor, to secure payment of the taxes. A tax levied on unsecured property does not become a lien against such unsecured property, bu t may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens arising pursuant to State law on such secured property, regardless of the time of the creation of the other liens. Secured and unsecured property are entered separately on the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is substantially different for the two classifications of property.

Property taxes on the secured roll are due in two installments, on November 1 and February 1 of each fiscal year. If unpaid, such taxes become delinquent after December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. In addition, property on the secured roll with respect to which taxes are delinquent is declared tax defaulted on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1-1/2% per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is subject to sale by the County.

Property taxes are levied for each fiscal year on taxable real and personal property situated in the taxing jurisdiction as of the preceding January 1. A bill enacted in 1983, SB813 (Statutes of 1983, Chapter 498), however, provided for the supplemental assessment and taxation of property as of the occurrence of a change of ownership or completion of new construction. Thus, this legislation eliminated delays in the realization of increased property taxes from new assessments. As amended, SB813 provided increased revenue to taxing jurisdictions to the extent that supplemental assessments of new construction or changes of ownership occur subsequent to the January 1 lien date and result in increased assessed value.

Property taxes on the unsecured roll are due on the January 1 lien date and become delinquent, if unpaid on the following August 31. A 10 % penalty is also attached to delinquent

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taxes in respect of property on the unsecured roll, and further, an additional penalty of 1-1/2% per month accrues with respect to such taxes beginning the first day of the third month following the delinquency date. The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the county recorder’s office, in order to obtain a lien on certain property of the taxpayer; and (4) seizure and sale of personal property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes in respect of property on the secured roll is the sale of the property securing the taxes for the amount of taxes which are delinquent.

Taxation of State-Assessed Utility Property

The State Constitution provides that most classes of property owned or used by regulated utilities are assessed by the State Board of Equalization (“ SBE”) and taxed locally. Property valued by the SBE as an operating unit in a primary function of the utility taxpayer is known as “unitary property,” a concept designed to permit assessment of the utility as a going concern rather than assessment of each ind ividual element of real and personal property owned by the utility taxpayer. State -assessed unitary and “operating nonunitary” property (which excludes nonunitary property of regulated railways) is allocated to the counties based on the situs of the various components of the unitary property. Except for unitary property of regulated railways and certain other excepted property, all unitary and operating nonunitary property is taxed at special county-wide rates and tax proceeds are distributed to taxing ju risdictions according to statutory formulae generally based on the distribution of taxes in the prior year.

Assessed Valuation

Assessed Valuation History. The following is a table summarizing the historical assessed valuation of the taxable property in the City.

Table 1

CITY OF BERKELEY
Assessed Valuations of All Taxable Property
Fiscal Years 2012-13 to 2021-22

Fiscal Year
Local
Secured(1) Utility Unsecured Total

Percent Change
2012-13 $12,834,926,300 $555,664 $673,174,230 $13,508,656,194 --% 2013-14 13,686,258,913 555,664 677,170,723 14,363,985,300 6.33 2014-15 14,116,003,890 630,615 658,143,878 14,774,778,383 2.86 2015-16 15,224,697,461 388,860 702,428,523 15,927,514,844 7.80 2016-17 16,200,483,693 388,860 711,062,469 16,911,935,022 6.18 2017-18 17,376,072,698 443,960 809,921,331 18,186,437,989 7.54 2018-19 18,696,664,672 443,960 731,012,747 19,428,121,379 6.82 2019-20 19,926,615,530 424,880 860,872,387 20,787,912,797 7.00 2020-21 21,450,331,604 424,880 931,765,413 22,382,521,897 7.67 2021-22 22,405,866,300 513,120 950,013,132 23,356,392,552 4.35

(1) Amounts are net of homeowners’ exemption.

Source: California Municipal Statistics, Inc.

Factors Relating to Increases/Decreases in Assessed Value. As indicated in the previous table, assessed valuations are subject to change in each year. Increases or decreases

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in assessed valuation result from a variety of factors including but not limited to general economic conditions, supply and demand for real property in the area, government regulations such as zoning, and natural disasters such as earthquakes, fires, floods and droughts.

Earthquakes. According to the HayWired Earthquake Scenario - Earthquake Hazards Report by the U.S. Geological Survey, there is a 33% chance that an earthquake with a magnitude of 6.7 or greater will occur in the Bay Area before 2043. Such an earthquake would cause severe shaking and three typ es of ground failure in the City. Resulting landslides are expected in the Berkeley Hills, which could range from a few inches to tens of feet. Liquefaction, which could occur in much of the City’s flat areas could destroy pavement and dislodge foundations.

If an earthquake with a 6.9 magnitude occurs on the Hayward Fault, the City estimates that over 600 buildings in the City will be completely destroyed and over 20,000 more will be damaged. The City’s General Plan estimates that building damage in the City could exceed $2 billion, with losses to business activity and infrastructure adding to this figure.

Wildfires. Wildfires have occurred in recent years in different regions of the State, the most destructive of which have burned thousands of acres an d destroyed thousands of homes and structures . Many of these fires have originated in wildlands adjacent to urban areas.

Although the recent wildfires have not included territory within the City’s boundaries, the City is vulnerable to a wind-driven fire starting along the City’s eastern border.

The City cannot predict or make any representations regarding the effects that natural disasters including but not limited to earthquakes, fires, floods, droughts and related conditions may have on the value of taxable property within the City, or to what extent the effects said disasters might have had on economic activity in the City or throughout the State. See also “SECURITY FOR THE BONDS – COVID-19 Global Pandemic.”

Property Tax Base Transfer Ballot Measure. On November 3, 2020, State voters approved a constitutional amendment entitled Property Tax Transfers, Exemptions and Revenue for Wildfire Agencies and Counties Amendment (“Proposition 19”), which will: (i) expand special rules that give property tax savings to homeowners that are over the age of 55, severely disabled, or whose property has been impacted by a natural disaster or contamination, when they buy a different home; (ii) narrow existing special rules for inherited properties; and (iii) broaden the scope of legal entity ownership changes that trigger reassessment of properties. The City cannot make any assurance as to what effect the implementation of Proposition 19 will have on assessed valuation of real property in the City.

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Assessed Valuation by Land Use. The following table shows the land use of parcels in the City, according to assessed valuation. As shown, the majority of land in the City is used for residential purposes.

Table 2

CITY OF BERKELEY
Assessed Valuation and Parcels by Land Use
Fiscal Year 2021-22

2021-22 % of No. of % of
Non-Residential: Assessed Valuation (1) Total Parcels Total Commercial/Office $2,401,859,634 10.72% 1,576 5.39%
Vacant Commercial 138,464,146 0.62 53 0.18
Industrial 1,118,271,198 4.99 407 1.39
Vacant Industrial 12,591,284 0.06 21 0.07
Recreational 46,321,029 0.21 18 0.06
Government/Social/Institutional 22,454,524 0.10 650 2.22 Subtotal Non-Residential $3,739,961,815 16.69% 2,725 9.33%

Residential:

Single Family Residence $11,586,512,407 51.71% 17,476 59.81% Condominium/Townhouse 1,108,274,649 4.95 2,919 9.99
Cooperative 29,994,404 0.13 103 0.35
2-4 Residential Units 2,340,096,872 10.44 4,015 13.74
5+ Residential Units/Apartments 3,516,689,332 15.70 1,496 5.12 Miscellaneous Residential 2,781,068 0.01 10 0.03
Vacant Residential 81,555,753 0.36 474 1.62 Subtotal Residential $18,665,904,485 83.31% 26,493 90.67%

Total $22,405,866,300 100.00% 29,218 100.00%

___________________________
(1) Local Secured Assessed Valuation; excluding tax -exempt property.

Source: California Municipal Statistics, Inc.

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Assessed Valuation of Single-Family Residential Parcels. The following table shows a breakdown of the assessed valuations of improved single-family residential parcels in the City, according to assessed valuation.

Table 3

CITY OF BERKELEY
Per Parcel 2021-22 Assessed Valuation
of Single-Family Homes

No. of 2021-22 Average Median
Parcels Assessed Valuation Assessed Valuation Assessed Valuation Single Family Residential 17,476 $11,586,512,407 $662,996 $534,309

2021-22 No. of % of Cumulative Total % of Cumulative
Assessed Valuation Parcels
(1) Total % of Total Valuation Total % of Total
$0 - $99,999 1,748 10.002% 10.002% $ 115,560,420 0.997% 0.997% $100,000 - $199,999 2,215 12.675 22.677 318,532,509 2.749 3.747 $200,000 - $299,999 1,543 8.829 31.506 385,069,141 3.323 7.070 $300,000 - $399,999 1,518 8.686 40.192 530,159,402 4.576 11.646 $400,000 - $499,999 1,301 7.444 47.637 584,231,052 5.042 16.688 $500,000 - $599,999 1,211 6.930 54.566 664,791,253 5.738 22.426 $600,000 - $699,999 1,135 6.495 61.061 737,188,649 6.362 28.788 $700,000 - $799,999 1,005 5.751 66.812 755,266,910 6.519 35.307 $800,000 - $899,999 985 5.636 72.448 835,665,228 7.212 42.519 $900,000 - $999,999 938 5.367 77.815 889,830,161 7.680 50.199 $1,000,000 - $1,099,999 709 4.057 81.872 742,356,825 6.407 56.606 $1,100,000 - $1,199,999 543 3.107 84.979 624,830,658 5.393 61.999 $1,200,000 - $1,299,999 458 2.621 87.600 570,887,184 4.927 66.926 $1,300,000 - $1,399,999 449 2.569 90.169 604,399,143 5.216 72.142 $1,400,000 - $1,499,999 349 1.997 92.166 505,298,881 4.361 76.503 $1,500,000 - $1,599,999 285 1.631 93.797 440,216,230 3.799 80.303 $1,600,000 - $1,699,999 228 1.305 95.102 375,364,942 3.240 83.542 $1,700,000 - $1,799,999 166 0.950 96.052 290,068,774 2.504 86.046 $1,800,000 - $1,899,999 139 0.795 96.847 256,403,310 2.213 88.259 $1,900,000 - $1,999,999 96 0.549 97.396 186,705,703 1.611 89.870 $2,000,000 and greater 455 2.604 100.000 1,173,686,032 10.130 100.000 17,476 100.000% $11,586,512,407 100.000%

____________________
(1) Improved single family residential parcels. Excludes condominiums and parcels with multiple family units.

Source: California Municipal Statistics, Inc.

Alternative Method of Tax Apportionment - Teeter Plan

The Board of Supervisors of the County has approved the implementation of the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the “Teeter Plan”), as provided for in Section 4701 et seq. of the California Revenue and Taxation Code. Under the Teeter Plan, the County apportions secured property taxes on an accrual basis when due (irrespective of actual collections) to participating political subdivisions, for which the County acts as the tax-levying or tax-collecting agency. In return, the County receives and retains delinquent payments, penalties and interest as collected that would have been due the local agency in the absence of the Teeter Plan. The City has elected not to participate in the Teeter Plan, so the City receives property taxes actually collected, as well as any penalties and interest on delinquent taxes.

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The property tax levies and collections for the City for fiscal years 2011-12 through 2020- 21 are shown in the following table:

Table 4

CITY OF BERKELEY

SECURED TAX CHARGES AND DELINQUENCIES
2011-12 TO 2020-21
(Dollar amounts in thousands)

Fiscal Year Secured Tax Charge(1)
Amount Delinquent
June 30
% Delinquent
June 30
2011-12 $40,085,111.77 $814,536.14 2.03%
2012-13 40,863,072.01 588,607.19 1.44
2013-14 43,482,172.03 491,490.18 1.13
2014-15 45,452,269.29 477,676.28 1.05
2015-16 48,936,168.63 607,465.93 1.24
2016-17 52,097,423.06 562,295.75 1.08
2017-18 56,317,983.19 488,950.31 0.87
2018-19 59,739,122.88 512,267.28 0.86
2019-20 63,775,410.84 663,946.24 1.04
2020-21 68,573,256.97 647,280.27 0.94

(1) 1% General Fund apportionment.

Source: California Municipal Statistics, Inc.

Appeals of Assessed Value

There are two types of appeals of assessed values that could adversely impact property tax revenues within the City.

Appeals may be based on Proposition 8 of November 1978, which requires that for each January 1 lien date, the taxable value of real property must be the least of its base year value, annually adjusted by the inflation factor pursuant to Article XIIIA of the State Constitution, or its full cash value, taking into account reductions in value due to damage, destruction, depreciation, obsolescence, removal of property or other factors causing a decline in value.

Under California law, property owners may apply for a Proposition 8 reduction of their property tax assessment by filing a written application, in form prescribed by the SBE, with the County board of equalization or assessment appeals board. In most cases, the appeal is filed because the applicant believes that present market conditions (such as residential home prices) cause the property to be worth less than its current assessed value. Proposition 8 reductions may also be unilaterally applied by the County Assessor.

Any reduction in the assessment ultimately granted as a result of such appeal applies to the year for which application is made and during which the written application was filed. These reductions are subject to yearly reappraisals and are adjusted back to their original values when market conditions improve. Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIIIA.

A second type of assessment appeal involves a challenge to the base year value of an assessed property. Appeals for reduction in the base year value of an assessment, if successful, reduce the assessment for the year in which the appeal is taken and prospectively thereafter.

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The base year is determined by the completion date of new construction or the date of change of ownership. Any base year appeal must be made within four years of the change of ownership or new construction date.

In certain recent years, Proposition 8 appeals resulted in changes to assessed valuation, as shown below.

Year Changes in Assessed Valuation
2017-18 $367,662,854
2018-19 1,125,587,690
2019-20 1,359,907,418
2020-21 1,233,243,959
2021-22 __________

The City cannot predict the changes in assessed values that might result from pending or future appeals by taxpayers. Any reduction in aggregate City assessed valuation due to appeals, as with any reduction in assessed valuation due to other causes, will cause the tax rate levied to repay the Bonds to increase accordingly, so that the fixed debt service on the Bonds (and other outstanding general obligation bonds, if any) may be paid.

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Tax Rates

The table below shows historical property tax rates within the City:

Table 5

CITY OF BERKELEY
TYPICAL TAX RATE PER $100 ASSESSED VALUATION
(TRA 13-000 – 2021-22 Assessed Valuation: $21,754,831,318 (1))

Fiscal Year
2017-18
Fiscal Year
2018-19
Fiscal Year
2019-20
Fiscal Year
2020-21
Fiscal Year
2021-22
Countywide Rate $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 Alameda County -- .0112 .0108 .0036 .0041
Berkeley Unified School District Bonds .1218 .1264 .1204 .0999 .1451 Peralta Community College District .0310 .0269 .0257 .0452 .0407 Bay Area Rapid Transit .0084 .0070 .0120 .0139 .0060 East Bay Municipal Utility District .0021 -- -- -- --
East Bay Regional Park District .0011 .0057 .0060 .0014 .0020 City of Berkeley .0492 .0507 .0435 .0540 .0529
Total $1.2136 $1.2279 $1.2184 $1.2180 $1.2508

(1) N et of homeowners’ exemption.

Source: California Municipal Statistics, Inc.

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Major Taxpayers

The following table shows the twenty largest taxpayers in the City as determined by their secured assessed valuations in 2021-22.

Table 6

CITY OF BERKELEY
Largest 2021-22 Local Secured Taxpayers

2021-22 % of
Property Owner Primary Land Use Assessed Valuation Total (1)

1. Bayer Healthcare LLC Industrial $ 332,826,295 1.49%

2. 1500 San Pablo LLC Apartments 158,742,094 0.71

3. Berkeley Multifamily I Property Owner LLC Apartments with Retail 101,471,374 0.45

4. Granite Library Gardens LP Apartments 93,002,964 0.42

5. Kaiser Foundation Health Plan Inc. Industrial/Commercial Land 81,786,607 0.37

6. MCREF Acheson LLC Apartments 80,732,905 0.36

7. Hanumandla R. & Hanumandla J. Reddy, Trustees Apartments 77,712,768 0.35

8. CVBAF ACQ LLC Apartments 77,591,422 0.35

9. Parkershattuck Owner LLC Apartments 62,246,369 0.28

10. CLPF Hillside Village LP Apartments 59,521,830 0.27

11. RI Berkeley LLC Apartments 57,673,242 0.26

12. 1950 Addison Apartment Joint Venture LLC Apartments 56,628,028 0.25

13. Enclave Partners DH LLC Apartments with Retail 55,751,663 0.25

14. CPF Berkeley Varsity LLC Apartments 55,687,639 0.25

15. Essex Berkeley 4th Street LP Condominiums with Retail 53,546,305 0.24

16. Higby JV LLC Apartments 52,082,927 0.23

17. Berkeley Downtown Hotel Owner LLC Hotel 50,953,230 0.23

18. Garr Land & Resource Management, Inc. Industrial 45,785,259 0.20

19. Sterling Berkeley Haste LP Apartments 44,277,219 0.20

20. University Park Berkeley LLC Apartments 43,443,953 0.19 $1,641,464,093 7.33%

_____________________
(1) 2020-21 Local Secured Assessed Valuation: $22,405,866,300.

Source: California Municipal Statistics, Inc.

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Direct and Overlapping Debt

Set forth below is a direct and overlapping debt report (the “ Debt Report”) prepared by California Municipal Statistics, Inc. and effective March 1, 2022. The Debt Report is included for general information purposes only. The City has not reviewed the Debt Report for completeness or accuracy and makes no representation in connection therewith.

The Debt Report generally includes long-term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the City in whole or in part. Such long-term obligations generally are not payable from revenues of the City (except as indicated) nor are they necessarily obligations secured by land within the City. In many cases, long -term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency.

The contents of the Debt Report are as follows: (1) the first column indicates the public agencies which have outstanding debt as of the date of the Debt Report and whose territory overlaps the City; (2) the second column shows the percentage that the City’s assessed valuation represents of the total assessed valuation of each public agency identified in the first column; and the third column is an apportionment of the dollar amount of each public agency’s outstanding debt to property in the City, as determined by multiplying the total outstanding debt of each agency by the percentage of the City’s assessed valuation represented in the second column.

Table 7

CITY OF BERKELEY

STATEMENT OF DIRECT AND OVERLAPPING BONDED DEBT
(As of March 1, 2022)

2021-22 Assessed Valuation: $23,356,392,552

DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 3/1/22 Alameda County 6.738% $ 12,380,738
Bay Area Rapid Transit District 2.625 48,164,550
Peralta Community College District 18.303 73,069,237
Berkeley Unified School District 99.997 332,345,029
City of Berkeley 100.000 177,140,000(1)
East Bay Regional Park District 4.192 7,775,741
City of Berkeley Thousand Oaks Heights AFUU Assessment District 100.000 910,000 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $651,785,295

DIRECT AND OVERLAPPING GENERAL FUND DEBT:

Alameda County and Coliseum Obligations 6.738% $50,842,590 Alameda-Contra Costa Transit District Certificates of Participation 7.978 929,836 Peralta Community College District Pension Obligation Bonds 18.303 23,428,688 City of Berkeley Lease Revenue Bonds and Certificates of Participation 100.000 20,420,000 TOTAL DIRECT AND OVERLAPPING GENERAL FUND DEBT $95,621,114

COMBINED TOTAL DEBT $747,406,409(2)

Ratios 2021-22 Assessed Valuation:

Direct Debt ($177,140,000) ................................................................ 0.76% Total Direct and Overlapping Tax and Assessment Debt ..................... 2.79% Combined Direct Debt ($197,560,000) .............................................. 0.85% Combined Total Debt 3.20%
(1) Excludes Bonds to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non -bonded capital lease obligations.

Source: California Municipal Statistics, Inc.

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CONSTITUTIONAL AND STATUTORY PROVISIONS

AFFECTING CITY REVENUES AND APPROPRIATIONS

Principal of and interest on the Bonds are payable from the proceeds of an ad valorem tax levied by the City for the payment thereof. See “THE BONDS” and “SECURITY FOR THE BONDS” above. Articles XIIIA, XIIIB, XIIIC and XIIID of the State Constitution, Propositions 62, 111, and 218 and 1A, and certain other provisions of law discussed below are included in this section to describe the potential effect of these Constitutional and statutory measures on the ability of the City to levy taxes and spend tax proceeds for operating and other purposes, and it should not be inferred from the inclusion of such materials that these laws impose any limitation on the ability of the City to levy taxes for payment of the Bonds . The tax levied by the City for payment of the Bonds was approved by the City’s voters in compliance with Article XIIIA and all applicable laws.

Article XIIIA of the State Constitution

On June 6, 19 78, California voters approved Proposition 13, which added Article XIIIA to the State Constitution. Article XIIIA, as amended, limits the amount of any ad valorem tax on real property to one percent of the full cash value thereof, except that additional ad valorem taxes may be levied to pay debt service (i) on indebtedness approved by the voters prior to July 1, 1978, (ii) on bonded indebtedness approved by a two -thirds vote on or after July 1, 1978, for the acquisition or improvement of real property or ( iii) bonded indebtedness incurred by a school district, community college district or county office of education for the construction, reconstruction, rehabilitation or replacement of school facilities, including the furnishing and equipping of school faci lities or the acquisition or lease of real property for school facilities, approved by 55 percent of the voters voting on the proposition. Article XIIIA defines full cash value to mean “the county assessor’s valuation of real property as shown on the 1975-76 tax bill under “full cash value,” or thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” This full cash value may be increased at a rate not to exceed two percent per year to account for inflation.

Article XIIIA has subsequently been amended to permit reduction of the “full cash value” base in the event of declining property values caused by damage, destruction or other factors, to provide that there would be no increase in the “full cash value” base in the event of reconstruction of property damaged or destroyed in a disaster, and in other minor or technical ways.

Legislation Implementing Article XIIIA

Legislation has been enacted and amended a number of times since 1978 to implement Article XIIIA. Under current law, local agencies are no longer permitted to levy directly any property tax (except to pay voter -approved indebtedness). The one percent property tax is automatically levied by the County and distributed according to a formula among taxing agencies.

The formula apportions the tax roughly in proportion to the relative shares of taxes levied prior to 1989.

Increases of assessed valuation resulting from reappraisals of property due to new construction, change in ownership or from the two percent annual adjustment are allocated among the various jurisdictions in the “taxing area” based upon their respective “situs.” Any such allocation made to a local agency continues as part of its allocation in future years.

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All taxable property is shown at full market value on the tax rolls. Consequently, the tax rate is expressed as $1 per $100 of taxable value. All taxable property value included in this Official Statement is shown at 100 percent of market value (unless noted differently) and all tax rates reflect the $1 per $100 of taxable value.

Article XIIIB of the State Constitution

In addition to the limits Article XIIIA imposes on property taxes that may be collected by local governments, certain other revenues of the State and most local governments are subject to an annual “appropriations limit” imposed by Article XIIIB which effectively limits the amount of such revenues those entities are permitted to spend. Article XIIIB, approved by the voters in June 1979, was modified substantially by Proposition 111 in 1990. The appropriations limit of each government entity applies to “proceeds of taxes,” which consist of tax revenues, State subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed “the cost reasonably borne by such entity in providing the regulation, product or service.” “Proceeds of taxes” excludes tax refunds and some benefit payments such as unemployment insurance. No limit is imposed on the appropriation of funds which are not “p roceeds of taxes,” such as reasonable user charges or fees, and certain other non -tax funds. Article XIIIB also does not limit appropriation of local revenues to pay debt service on Bonds existing or authorized by January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of courts or the federal government, appropriations for qualified capital outlay projects, and appropriation by the State of revenues derived from any increase in gasoline taxes and motor veh icle weight fees above January 1, 1990, levels. The appropriations limit may also be exceeded in case of emergency; however, the appropriations limit for the next three years following such emergency appropriation must be reduced to the extent by which it was exceeded, unless the emergency arises from civil disturbance or natural disaster declared by the Governor, and the expenditure is approved by two-thirds of the legislative body of the local government.

The State and each local government entity have their own appropriations limits. Each year, the limit is adjusted to allow for changes, if any, in the cost of living, the population of the jurisdiction, and any transfer to or from another government entity of financial responsibility for providing services. Proposition 111 requires that each agency’s actual appropriations be tested against its limit every two years.

If the aggregate “proceeds of taxes” for the preceding two -year period exceeds the aggregate limit, the excess must be returned to the agency’s taxpayers through tax rate or fee reductions over the following two years.

The City has never exceeded its appropriations limit. Because the issuance of the Bonds has been approved by the voters, the tax levy that is required to pay debt service on the Bonds is not subject to the limitations of Article XIIIB.

Articles XIIIC and XIIID of the State Constitution

On November 5, 1996, the voters of the State approved Proposition 218, known as the “Right to Vote on Taxes Act.” Proposition 218 adds Articles XIIIC and XIIID to the California Constitution and contains a number of interrelated provisions affecting the ability of the City to levy and collect both existing and future taxes, assessments, fees and charges. The interpretation and application of Proposition 218 will ultimately be determined by the courts with respect to a

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number of the matters discussed below, and it is not possible at this time to predict with certainty the outcome of such determination.

Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes of the City require a majority vote and taxes for specific purposes, even if deposited in the City’s General Fund, require a two-thirds vote. The voter approval requirements of Proposition 218 reduce the flexibility of the City to raise revenues for the General Fund, and no assurance can be given that the City will be able to impose, extend or increase such taxes in the future to meet increased expenditure needs.

Article XIIID also adds several p rovisions making it generally more difficult for local agencies to levy and maintain property -related fees, charges, and assessments for municipal services and programs. These provisions include, among other things, (i) a prohibition against assessments which exceed the reasonable cost of the proportional special benefit conferred on a parcel, (ii) a requirement that assessments must confer a “special benefit,” as defined in Article XIIID, over and above any general benefits conferred, (iii) a majority pro test procedure for assessments which involves the mailing of notice and a ballot to the record owner of each affected parcel, a public hearing and the tabulation of ballots weighted according to the proportional financial obligation of the affected party, and (iv) a prohibition against fees and charges which are used for general governmental services, including police, fire or library services, where the service is available to the public at large in substantially the same manner as it is to property owners . If the City is unable to continue to collect these revenues, the services and programs funded with these revenues would have to be curtailed and/or the City’s General Fund might have to be used to support them. The City is unable to predict whether or not in the future it will be able to continue all existing services and programs funded by the fees, charges and assessments in light of Proposition 218 or, if these services and programs are continued, which amounts (if any) would be used from the City’s General Fund to continue to support these activities.

Article XIIIC also removes limitations on the initiative power in matters of reducing or repealing local taxes, assessments, fees or charges. No assurance can be given that the voters of the City will not, in the future, approve an initiative or initiatives which reduce or repeal local taxes, assessments, fees or charges currently comprising a substantial part of the City’s General Fund.

Proposition 62

Proposition 62 was adopted by the voters at the November 4, 1986, general election and (a) requires that any new or higher taxes for general governmental purposes imposed by local governmental entities such as the City be approved by a two -thirds vote of the governmental entity’s legislative body and by a majority vote of the voters of the governmental entity voting in an election on the tax, (b) requires that any special tax (defined as taxes levied for other than general governmental purposes) imposed by a local governmental entity be approved by a two - thirds vote of the voters of the governmental entity voting in an election on the tax, (c) restricts the use of revenues from a special tax to the purposes or for the service for which the special tax was imposed, (d) prohibits the imposition of ad valorem taxes on real property by local governmental entities except as permitted by Article XIIIA, (e) prohibits the imposition of transaction taxes and sales taxes on the sale of real property by local governmental entities, and (f) requires that any tax imposed by a local governmental entity on or after August 1, 1985, be ratified by a majority vote of the voters voting in an election on the tax within two years of the adoption of the initiative or be terminated by November 15, 1988.

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California appellate court cases have overturned the provisions of Proposition 62 pertaining to the imposition of taxes for general government purposes. However, the California Supreme Court upheld Proposition 62 in its decision on August 28, 1995, in Fresno County Transportation Authority v. Guardino . This decision reaffirmed the constitutionality of Proposition 62. Certain matters regarding Proposition 62 were not addressed in the Supreme Court’s decision, such as what remedies exist for taxpayers sub ject to a tax not in compliance with Proposition 62, and whether the decision applies to charter cities. The City has not experienced any substantive adverse financial impact as a result of the passage of this initiative.

Proposition 1A

Proposition 1A, proposed by the Legislature in connection with the State’s Fiscal Year 2004-05 Budget, approved by the voters in November 2004 and generally effective in Fiscal Year 2006-07, provides that the State may not reduce any local sales tax rate, limit existing local government authority to levy a sales tax rate or change the allocation of local sales tax revenues, subject to certain exceptions. Proposition 1A generally prohibits the State from shifting to schools or community colleges any share of property tax revenues allocated to local governments for any fiscal year, as set forth under the laws in effect as of November 3, 2004. Any change in the allocation of property tax revenues among local governments within a county must be approved by two-thirds of both houses of the Legislature. Proposition 1A provides, however, that beginning in fiscal year 2008-09, the State may shift to schools and community colleges up to 8% of local government property tax revenues, which amount must be repaid, with interest, within three years, if the Governor proclaims that the shift is needed due to a severe state financial hardship, the shift is approved by two -thirds of both houses and certain other conditions are met. The State may also approve voluntary exchanges of local sales tax and property tax revenues among local governments within a county. Proposition 1A also provides that if the State reduces the motor vehicle license fee rate currently in effect, 0.65 percent of vehicle value, the State must provide local governments with equal replacement revenues. Further, Proposition 1A requires the State, beginning July 1, 2005, to suspend State mandates affecting cities, counties and special districts, excepting mandates relating to employee rights, schools or community colleges, in any year that the State does not fully reimburse local governments for their costs to comply with such mandates.

Proposition 1A may result in increased and more stable City revenues. The magnitude of such increase and stability is unknown and would depend on future actions by the State.

However, Proposition 1A could also result in decreased resources being available for State programs. This reduction, in turn, could affect actions taken by the State to resolve budget difficulties. Such actions could include increasing State taxes, decreasing spending on other State programs or other action, some of which could be adverse to the City.

Proposition 22

Proposition 22, entitled “The Local Taxpayer, Public Safety and Transportation Protection Act,” was approved by the voters of the State in November 2010. Proposition 22 amended the state Constitution to eliminate or reduce the State’s authority to (i) temporarily shift property taxes from cities, counties and special districts to schools, (ii) use vehicle license fee revenues to reimburse local governments for State-mandated costs (the State will have to use other revenues to reimburse local governments), (iii) redirect property tax increment from redevelo pment agencies to any other local government, (iv) use State fuel tax revenues to pay debt service on State transportation bonds, or (v) borrow or change the distribution of State fuel tax revenues.

Notwithstanding the passage of Proposition 22, the State successfully dissolved redevelopment agencies.

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Possible Future Initiatives

Articles XIIIA, XIIIB, XIIIC and XIIID and Propositions 62, 111, 218 and 1A were each adopted as measures that qualified for the ballot pursuant to the State’s initiative process. From time to time other initiative measures could be adopted, further affecting revenues of the City or the City’s ability to expend revenues. The nature and impact of these measures cannot be anticipated by the City.

LEGAL MATTERS

No Federal Tax Exemption

Federal Tax Status. Interest on the Bonds is not excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal individual alternative minimum tax.

California Tax Status. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes.

Other Tax Considerations. Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Bonds other than as expressly described above.

Form of Opinion. A copy of the proposed form of opinion of Bond Counsel is attached hereto as APPENDIX C.

Continuing Disclosure

The City will covenant for the benefit of owners of the Refunding Bonds to provide certain financial information and operating data relating to the City by not later than April 1 after the end of each fiscal year of the City (currently June 30), commencing April 1, 2023, with the report for the 2021-22 fiscal year (the “Annual Report”), and to provide notices of the occurrence of certain enumerated events.

The specific nature of the information to be contained in an Annual Report or the notices of enumerated events is set forth in the form of Continuing Disclosure Certificate attached as APPENDIX D. These covenants will be made in order to assist the Purchaser (as defined below) in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule”).

The City and its related governmental entities have previously entered into numerous disclosure undertakings under the Rule in connection with the issuan ce of long-term obligations See Note 8 of the City’s Comprehensive Annual Financial Report attached to this Official Statement as APPENDIX B.

In the previous five years, the City failed to timely file a material event notice in connection with changes to the credit rating for one series of the City’s bonds. [ TO BE UPDATED/CONFIRMED] To ensure future compliance with its continuing disclosure

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undertakings, the City has developed procedures for including all required continuing disclosure information in the supplementary section of its audited financial statements. In addition, the City has engaged NHA Advisors, LLC, to review this information annually to ensure compliance with its continuing disclosure undertakings, including the undertaking to be entered into in connection with the Refunding Bonds.

Neither the County nor any other entity other than the City shall have any obligation or incur any liability whatsoever with respect to the performance of the City’s duties regarding continuing disclosure.

Absence of Material Litigation

No litigation is pending or threatened concerning the validity of the Bonds, and a certificate to that effect will be furnished to the purchasers at the time of the original deliv ery of the Bonds.

The City is not aware of any litigation pending or threatened questioning the political existence of the City or contesting the City’s ability to receive ad valorem taxes or to collect other revenues or contesting the City’s ability to issue and repay the Bonds.

The City is routinely subject to lawsuits and claims. In the opinion of the City, the aggregate amount of the uninsured liabilities of the City under these lawsuits and claims will not materially affect the financial position or operations of the City. The City may be or may become a party to lawsuits and claims which are unrelated to the Refunding Bonds or actions taken with respect to the Bonds and which have arisen in the normal course of operating the City, including as a result of the COVID -19 pandemic. The City maintains certain insurance policies which provide coverage under certain circumstances and with respect to certain types of incidents. The City cannot predict what types of claims may arise in the future.

RATING

Upon issuance of the Bonds, S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC (“S&P”), will assign the Bonds a rating of “___.”

The City has furnished to S&P information and material which has not been i ncluded in this Official Statement. Generally, rating agencies base their ratings on information and material so furnished and on investigations, studies and assumptions made by the rating agencies. The ratings reflect only the view of such organization and an explanation of the significance of such rating may be obtained from S&P.

There is no assurance that the rating will continue for any given period of time or that they will not be revised downward or withdrawn entirely by such rating agency, if, i n the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds.

MUNICIPAL ADVISOR

The City has retained NHA Advisors, LLC, San Rafael, California, as its municipal advisor (the “Municipal Advisor”) in connection with the preparation of this Official Statement and with respect to the issuance of the Bonds. The Municipal Advisor is not obligated to un dertake, and

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has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. NHA Advisors, LLC, is an independent registered municipal advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. The Municipal Advisor’s compensation is contingent upon the delivery of the Bonds.

UNDERWRITING

Purchase of the Bonds. Under the terms of a competitive bid, _____________ (the “Underwriter”) has agreed to purchase the Bonds at a price of $__________ (which is equal to the aggregate principal amount of the Bonds ($ _________), plus a [net] original issue premium of $________, less an Underwriter’s discount of $________). The Underwriter will purchase all of the Bonds if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in the “Official Notice of Sale,” including the approval of certain legal matters by counsel and certain other conditions.

Offering of the Bonds . The Underwriter intends to offer the Bonds to the public at the offering prices set forth on the inside cover page of this Official Statement. The Underwriter may offer and sell to certain dealers and others at a price lower than the offering prices stated on the inside cover page hereof. The offering price s may be changed from time to time by the Underwriter.

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EXECUTION

The execution of this Official Statement and its delivery have been approved by the City Council.

CITY OF BERKELEY

By:

Director of Finance

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APPENDIX A

FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION

FOR THE CITY OF BERKELEY AND ALAMEDA COUNTY

Introduction

The City of Berkeley, California (the “City”) is located in Alameda County (the “ County”) on the east side of the San Francisco Bay, approximately 10 miles northeast of San Francisco.

The City encompasses a total area of approximately 19 square miles and had an estimated population of 116,761 as of January 1, 2021 [TO BE UPDATED FOLLOWING RE LEASE OF CENSUS RESULTS IN MARCH 2022], giving it the highest population density of any city in the East Bay. The City is defined to a large degree, both culturally and economically, by the presence of the University of California campus located on the eas tern side of the City. The University of California is a major component of the City's economy, employing more than 232,500 full and part-time workers across all University of California campuses statewide.

The City is among the oldest in California. The City was founded in 1864, incorporated as a town in 1878, and incorporated as a city in 1909. The City's first charter was adopted in 1895.

Population

Population figures for the City, County and State for the last five years are shown in the following table.

CITY OF BERKELEY
Population Estimates
As of January 1

Year
City of
Berkeley
County of
Alameda
State of
California
2017 121,210 1,644,303 39,352,398
2018 121,763 1,651,760 39,519,535
2019 122,297 1,659,608 39,605,361
2020 122,364 1,663,114 39,648,938
2021 116,761 1,656,591 39,466,855

Source: State Department of Finance estimates (as of January 1).

City Government

The City operates under a Council-Manager form of government. The City is governed by a nine-member City Council, eight of whom are elected by district, plus the Mayor, who is elected on a city-wide basis. The Mayor and the City Council members serve four-year terms. The Council appoints a City Manager who is responsible for daily administration of City affairs and preparation and submission of the annual budget under the direction of the Mayor and the City Council for the Mayor's submission to the City Council. The City Manager appoints a Director of Finance to supervise the City's financial affairs. The Director of Finance also serves as the City's Treasurer.

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The City Attorney, City Clerk and Director of Finance are appointed by the City Manager subject to City Council approval. The City Auditor is elected at the same time as the Mayor.

Current member of the City Council are shown below:

Member District Term Expires
Jesse Arreguín Mayor 11/30/2024
Rashi Kesarwani 1 11/30/2022
Terry Taplin 2 11/30/2024
Ben Bartlett 3 11/30/2024
Kate Harrison 4 11/30/2022
Sophie Hahn 5 11/30/2024
Susan Wengraf 6 11/30/2024
Rigel Robinson 7 11/30/2022
Lori Droste 8 11/30/2022

CITY FINANCIAL INFORMATION

Possible Impacts of COVID-19

As described in this Official Statement, while indications are that the COVID-19 pandemic is transitioning to its endemic stage, many variables will continue to contribute to the economic impact of the COVID -19 pandemic and the recovery. The ultimate impact of COVID -19 on the City’s operations and finances is not fully known, and it may be some time before the full impact of the COVID -19 pandemic is known . The Bonds described in this Official Statement are not secured by the City’s general fund, but rather are voter-approved general obligations of the City payable solely from the levy and collection of ad valorem property taxes, unlimited as to rate or amount, and are not payable from the general fund of the City. See “SECURITY FOR THE BONDS – COVID-19 Global Pandemic.”

Accounting Policies and Financial Reporting

The accounts of the City are organized on the basis of funds and account groups, to account for different activities. The operations of each fund are accounted for with a separate set of self -balancing accounts that comprise its assets, liabilities, fund equity, revenues, and expenditures or expenses, as appropriate. Government resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which the spending activities are controlled. The City’s general fund and other governmental fund types use the modified accrual basis of accounting. All of the City’s other funds, including proprietary fund types and fiduciary fund types use the accrual basis of accounting. The basis of accounting for all funds is more fully explained in the “Notes to the Financial Statements” contained in APPENDIX B.

The City Council employs, at the beginning of each fiscal year, an independent certified public accountant who, at such time or times as specified by the City Council, at least annually, and at such other times as he or she shall determine, examines the combined financial statements of the City in accordance with generally accepted auditing standards, including such tests of the accounting records and such other auditing procedures as such accountant considers necessary.

As soon as practicable after the end of the fiscal year, a final audit and report is submitted by such

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accountant to the City Council and a copy of the financial statements as of the close of the fiscal year is published.

The City, all its funds and the funds of certain other component entities of the City are audited annually by a certified public accounting firm. The firm of Badawi and Associates, Certified Public Accounts, Oakland, California, is the City’s current auditor (the “ Auditor”). The annual comprehensive financial report of the City for fiscal year 2020-21 is attached hereto as APPENDIX B. The City’s financial statements are public documents and are included within this Official Statement without the prior approval of the Auditor.

The Governmental Accounting Standards Board (“GASB”) published its Statement No. 34 “Basic Financial Statements – and Management’s Discussion and Analysis – for State and Local Governments” on June 30, 1999. Statement No. 34 provides guidelines to auditors, state and local governments and special purpose governments such as school districts and public utilities, on new requirements for financial reporting for all governmental agencies in the Uni ted States.

Generally, the basic financial statements and required supplementary information should include (i) Management’s Discussion and Analysis; (ii) government -wide financial statements prepared using the economic measurement focus and the accrual basis of accounting and fund financial statements prepared using both the current financial resources measurement focus and the modified accrual method of accounting (governmental funds) and funds using the economic measurement focus and the accrual basis of accounting (proprietary funds) and (iii) required supplementary information. The City’s financial statements are prepared in conformance with the requirements of Statement No. 34.

Comparative Financial Statements

The following tables provide a recent history of the City’s Comparative Balance Sheet, and both a recent history of General Fund revenues, expenditures, transfers, and ending fund balances and recently budgeted amounts.

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CITY OF BERKELEY

GENERAL FUND BALANCE SHEET
(Fiscal Year Ending June 30)
(Dollar amounts in thousands)

Actual Actual Actual Actual
2017-18 2018-19 2019-20 2020-21
ASSETS:

Cash and investments in treasury* $108,058 $107,360 $100,577 $146,849 Receivables (net of allowance as applicable):

Accounts 6,951 4,980 3,131 4,782
Interest 763 778 398 834
Taxes 8,623 9,953 6,502 13,092
Subventions/grants 180 450 1,582 1
Due from other funds 6,659 6,973 7,533 12,814
Notes receivable 3,755 3,697 4,820 6,197
Other 5 320 5 5
Prepaid Items 142 -- -- --
Total assets 135,136 134,512 160,020 184,574

LIABILITIES:

Accounts payable 3,610 6,736 8,755 10,444
Accrued salaries and wages 5,473 5,989 7,009 8,081
Accrued interest payable -- -- 694 740
Advances from other funds 6,287 4,059 3,113 1,760
Deposits held 974 781 770 921
Unearned revenue -- -- -- --
Tax and revenue anticipation notes 25,550 14,000 34,780 42,405 Other liabilities 3,755 3,899 3,975 4,955
Total liabilities 45,649 35,463 59,095 69,307

Deferred Inflows of Resources 5,601 5,813 2,856 3,385

FUND BALANCES
Reserved for:

Assigned to 33,373 42,667 44,705 19,577
Nonspendable 143 -- -- --
Restricted and Committed 3,755 3,697 4,820 35,941
Unreserved/Unassigned, report in:

General fund 46,614 46,872 48,544 56,364
Total fund balances 83,885 92,236 98,069 111,882

Total liabilities and fund balances $135,136 $135,512 $160,020 $184,574

* Cash and investments in treasury includes restricted cash and investments.

Source: City of Berkeley, Annual Comprehensive Financial Reports.

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Berkeley City CouncilApril 26, 2022

Berkeley City Council
April 26, 2022