Berkeley City Council
July 25, 2023

 Living Well Project
Implemented through Center for Independent Living, this project provides services for Senior Citizens (aged 50 and over) who are coping with trauma and/or mental health issues associated with acquired disabilities.

Senior Citizens with acquired disabilities are one of the most difficult groups to reach with disability services. It is similarly difficult to intervene with this group’s developing mental health issues related to aging and the traumatic impact of acquiring one or more disabilities (such as loss of mobility, vision, hearing, et al). The core of the project is a wellness workshop series entitled “Living Well with a Disability”. Through a combination of education, goal setting, group and peer counseling, the workshop series is designed to promote positive attitudinal shifts in a population who, despite the tremendous need for care, are often typically not responsive to mental health intervention. The workshop series includes a 10 week, one to two-hour class conducted by Peer Facilitators, and an optional 30-minute counseling session.

Counseling sessions are designed to monitor curriculum impact and continually assess individual goals and resource needs. This project serves up to 150 Older Adults a year.

PEI Goals: The goal of this project is to address and promote recovery and related functional outcomes for a mental illness early in its emergence, including the prevention of suicide.

PEI Priorities:
• Culturally competent and linguistically appropriate prevention and intervention; including community defined evidence practices (CDEPs).
• Strategies targeting the mental health needs of older adults.

In FY22, 47 Living Well Workshop sessions were conducted. Each Living Well Workshop series included the following sessions: Orientation; Goal Setting; Problem Solving; Healthy Reactions; Beating the Blues (Depression and Moods); Healthy Communication; Seeking Information; Physical Activity; Eating Well (Nutrition); Advocacy (Self and Systems Change); and Maintenance. Topics of Grief and Loss, Depression, Retirement, and Senior Invisibility were also incorporated into the project. In all, 14 Senior Citizens participated in the Living Well Workshops. Demographics of Workshop participants are outlined below:

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DEMOGRAPHICS N=14
Age Groups
26-59 (Adult) 7%
Age 60+ (Older Adult) 93%
Race
Asian 7%
Black or African American 14%
White 65%
Other 7%
More than one race 7%
Ethnicity: Hispanic or Latino/Latina/Latinx
Other 7%
Declined to Answer (or Unknown) 7%
Ethnicity: Non-Hispanic or Non-Latino/Latina/Latinx
European 14%
Other 7%
Declined to Answer (or Unknown) 65%
Primary Language Used
English 100%
Sexual Orientation
Heterosexual or Straight 7%
Questioning or Unsure 7%
Declined to Answer (or Unknown) 86%
Disability
Difficulty Seeing 7%
Difficulty Hearing or Having Speech Understood 7%
Mental (not mental health) 21%
Physical/mobility disability 14%
Chronic health condition 7%

Other Disability 29%
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No Disability 7%

Declined to Answer (or
Unknown)
8%
Veteran Status
No 100%
Gender: Assigned Sex at birth
Male 21%
Female 79%
Current Gender Identity
Male 21%
Female 79%
During the reporting timeframe 14 outreach and informational events were conducted reaching 38 individuals, with 45 unduplicated individuals receiving further engagement services. There were 257 referrals for additional services and supports. The number and type of referrals were as follows: 80 Mental Health; 35 Physical Health; 20 Social Services; 20 Housing; 102 other unspecified services. A total of 100% of project participants completed a Living Well Workshop Series. Feedback per participant self-report was as follows:
• 100% reported they felt satisfied with the workshops; • 100%
indicated an improvement in feeling satisfied in general; • 100% had increased feelings of social supports;
• 100
% felt prepared to make positive changes; and
• 100% reported they felt less overwhelmed and helpless.

Project Successes:

The workshops were well attended with lively engagement. The workshops provided a safe space where some of the participants were able to share painful testimonies of isolation, sadness and fear and others of loneliness. Many missed their families, their grandchildren, and friends. To help participants stay connected 96 tele-support group sessions were held. Living Well Program virtual/tele-workshops were offered every Monday and tele-support groups every Tuesday. In December and May laptops and technical training were provided to previous participants and individuals who completed The Living Well Workshop Series.

Project Challenges:

Some participants had to travel out of state to support adult children with life-threatening illnesses and two struggled with potentially life-threatening diagnoses themselves. There was a lot of uncertainty revolving around the COVID-19 pandemic. Many participants had difficulties connecting with others due to the technological gap. The Workshop Series facilitator also had to learn systems that had not been used before.  SoulSpace Project
In FY22, following a competitive Request For Proposal (RFP) process, ONTRACK Program Resources began implementing the SoulSpace Project for African Americans in Berkeley. The project assists African Americans in Berkeley to access culturally, ethnically, and linguistically responsive and trauma-informed prevention and early intervention services. Project services include: community education; outreach and 34

engagement; individual quality of life assessments; coaching; empowerment planning; referrals; navigation supports; support groups; and life skills training.

PEI Goals: The goal of this project is to address and promote recovery and related functional outcomes for a mental illness early in its emergence, including the prevention of suicide.

PEI Priorities:
• Culturally competent and linguistically appropriate prevention and intervention; including community defined evidence practices (CDEPs).
• Youth Engagement and Outreach Strategies that target secondary school and transition age, with a priority on partnership with college mental health programs, and transition age youth not in college.
• Strategies targeting the mental health needs of older adults.

This project began operating in the last month of the 2nd Quarter of FY22. During that timeframe ONTRACK served 16 individuals in intensive case management, including a total of 45 empowerment activities, and support groups. Demographics on individuals served through this project were as follows:

DEMOGRAPHICS N=16
Age Groups
Transition Age Youth (16-25) 19%
Adults (26-59) 62%
Older Adults (60+) 19%
Race
Black or African American 100%
Ethnicity: Non-Hispanic or Non-Latino/Latina/Latinx
Other 100%
Primary Language
English 100%
Sexual Orientation
Heterosexual or Straight 94%
Another sexual orientation 6%
Disability
Mental (not mental health) 6%
Physical/Mobility Disability 6%
No Disability 88%
Veteran Status
No 100%
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Gender: Assigned Sex at Birth
Male 56%
Female 44%
Current Gender Identity
Male 56%
Female 44%
Project Successes:

Despite a program starting date of December, 1, 2021, ONTRACK launched the SoulSpace project and accomplished the following during the reporting timeframe:
• Hired two staff who have deep familiarity w it
h Berkeley.
• Secured a work space.
• Built out the case management platform, Apricot by Social Solutions, to match the system used by Berkeley—City Data Services.
• Conducted outreach and began implementing services.
• In order to quickly gain a foot in Berkeley’s mental health provider network, the contractor established several partnerships with longstanding organizations in the city of Berkeley including:
-A partnership with Options for Recovery which included their co-hosting an in-person public education event with Roland Williams, an expert in co-existing substance use and mental health concerns among African Americans. The contractor also provided one-to-one empowerment services for some of their dually-diagnosed clients as well as members of their staff working through the compassion fatigue that often accompanies work with this population.
-Through a partnership with Building Opportunities for Self-Sufficiency (BOSS), the contractor conducted onsite—and off-site-one-to-one and group empowerment services to their otherwise unsheltered population of African Americans.
• Conducted two well-reviewed community education events. Dr. La Tanya Takla conducted a 2-part series on trauma informed care to African Americans, and Roland Williams conducted an in-person workshop at the Veterans Memorial Building.

Project Challenges:
• The contractor experienced a number of challenges during the program period, several of which have been rectified since the ending of the June 30, 2022 MHSA reporting period.

The truncated MHSA 2021-2022 service period was short due to a contract execution date of December 1, 2021, and a delay in final contracting processes.
• Outreach efforts t
o community members was restricted due to the COVID-19 pandemic, which meant greater reliance on social media and outreach to other community organizations who were seeking to adapt to their own challenges.
• The initial location of the Soul Space office in West Berkeley was less accessible to community members than the current location in North Berkeley on Adeline Street.

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 Latinx Trauma Support Project
In FY22, following a competitive Request For Proposal (RFP) process, East Bay Sanctuary Covenant began implementing the Latinx Trauma Support Project. This project assists low-income, Latinx families in Berkeley to access culturally, ethnically, and linguistically responsive and trauma-informed prevention and intervention services. Project services are in direct response to, and in collaboration with, Latinx community members, and are largely facilitated by individuals from within the targeted community and are conducted in Spanish or an indigenous language. Services include: One-on-one outreach and support; support groups; staff and partner training and warm referrals.

PEI Goals: The goal of this project is to address and promote recovery and related functional outcomes for a mental illness early in its emergence, including the prevention of suicide.

PEI Priorities:
• Culturally competent and linguistically appropriate prevention and intervention; including community defined evidence practices (CDEPs).
• Youth Engagement and Outreach Strategies that target secondary school and t ra nsition age youth, with a
priority on partnership with college mental health programs, and transition age youth not in college. • Strategies targeting the mental health needs of older adults.

In FY22, this project began implementing services. Over the course of the year a total of 224 individuals were served. Demographics on individuals served through this project were as follows:

DEMOGRAPHICS N=224
Age Groups
Children and Youth (0-15) 2%
Transition Age Youth (16-25) 13%
Adults (26-59) 82%
Older Adults (60+) 1%
Declined to Answer (or Unknown) 2%
Race
American Indian or Alaska Native 10%
Asian 1%
Black or African American <1%
White 2%
Other 85%
Declined to Answer (or Unknown) 2%

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Ethnicity: Hispanic or Latino/Latina/Latinx
Central American 45%
Mexican/Mexican-American/Chicano 29%
South American 8%
Other 8%
Declined to Answer (or Unknown) 7%
Ethnicity: Non-Hispanic or Latino/Latina/Latinx
African <1%
Asian Indian/South Asian 1%
Chinese <1%
Eastern European <1%
Middle Eastern <1%
Other <1%
Primary Language
English 3%
Spanish 83%
Declined to Answer (or Unknown) 14%
Sexual Orientation
Gay or Lesbian 28%
Heterosexual or Straight 43%
Questioning or unsure of sexual orientation 1%
Queer 1%
Another sexual orientation 2%
Declined to Answer (or Unknown) 25% Disability
Difficulty Seeing <1%
Other 1%
No Disability 95%
Declined to Answer (or Unknown) 4%

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Veteran Status
No 91%
Declined to Answer (or Unknown) 9%
Gender: Assigned Sex at Birth
Male 49%
Female 50%
Declined to Answer (or Unknown) 2%
Current Gender Identity
Male 46%
Female 50%
Transgender 1%
Genderqueer 1%
Declined to Answer (or Unknown) 2%
During the reporting timeframe 41 Support Group sessions were conducted reaching 26 individuals, and 76 individuals received One-on-One Supports. A total of 49 Trainings were conducted, reaching 78 individuals. There were 110 warm referrals for additional services and supports. The number and type of referrals were as follows: 31 Mental Health; 10 Physical Health; 33 Social Services; 36 other unspecified services.

Support Group feedback per participant self-report was as follows:
• 100% reported they liked participating in the Support Group; • 100% indicated they would recommend the organization to a friend or family member; • 100% indicated they felt safe, included and respected; • 100% reported that they were able to deal more effectively with daily problems; • 100% reported increased feelings of supports after participating in the support group.

Training feedback per participant self-report was as follows:
• 98% pf participants indicated that they were satisfied with the training; • 100% of participants indicated that the information in the training was informative; • 100% of participants indicated that the training would help them in their work.

Project Successes:
• In the first fiscal year of this contract, an effective and efficient support services project was built to better serve members of the Latinx community through a holistic trauma-informed approach. • Having a dedicated staff allowed the project to connect more deeply with Latinx community members, off
ering early intervention and prevention education, one-on-one supports, warm referrals to a wide range of social and mental health services, and two support groups (one for LGBTQ Latinx asylum seekers and one for Indigenous Maya Mam women).
• The project trained a total of seventy-eight staff and employees of partner agencies in the trauma- inf
ormed approach. These trainings were designed after the Program Manager interviewed key 39

stakeholders within the organization about their understanding of trauma and what training needs they saw for improving our services. Externally, customized trainings for partners working in healthcare, education, and social services were also provided.
• The Support Services Manager strengthened partnerships with community agencies around a range of services that clients desperately needed, including health care, public benefits, services for survivors of domestic violence, housing, and many other needs.
• A sophisticated comprehensive system for identifying the resources available to community members and tracking referrals after initial contact using the Airtable platform, was created and utilized.

Project Challenges:

An early challenge was that the project was not able to hire a Support Services Program Manager until two months after the grant began, however despite this delay, project goals were still met.

PREVENTION & EARLY INTERVENTION COMBINED PROGRAMS
Prevention Program – Includes a set of related activities to reduce risk factors for developing a potentially serious mental illness and to build protective factors.

Early Intervention Program – Provides treatment and other services and interventions, including relapse prevention, to address and promote recovery and related functional outcomes for a mental illness early in its emergence, including the applicable negative outcomes that may result from untreated mental illness.

The City of Berkeley Prevention & Early Intervention combined programs are as follows:

Mental Health Peer Education Program
The Mental and Emotional Education Team (MEET) program implements a peer-to-peer mental health education curriculum to 9th graders and an internship program for a cohort of high school students to serve as peers to their fellow students. The goals of the program are to increase student awareness of common mental health difficulties, resources, and healthy coping and intervention skills. Through this program, students are trained by a licensed BUSD clinician to conduct class presentations covering common mental health disorders, on and off campus resources, and basic coping and intervention skills.

PEI Goals: The goal of this program is to bring about mental health, including the reduction of school failure and the removal of children from their homes.

PEI Priorities:
• Youth Engagement and Outreach Strategies that target secondary school and transition age youth, with a priority on partnership with college mental health programs, and transition age youth not in college. • Early identification programming of mental health symptoms and disorders, including but not limited to, anxiety, depression, and psychosis.

In FY22, although the funding was allocated for this program, it was implemented by BUSD.

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Dynamic Mindfulness Program (DMind)

DMind is an evidence-based trauma-informed program implemented in BUSD middle and high schools.

Validated by independent researchers as a transformative program for teaching children and youth skills for optimal stress resilience and healing from trauma, the DMind program integrates mindful action, breathing, and centering into an intervention that is implemented in the classroom in 5-15 minute sessions, 3 to 5 times a week. This program has proven to be successful with vulnerable students who are exhibiting signs of chronic stress/trauma/PTSD from Adverse Childhood Experiences (ACEs), and/or disengagement from school, chronic absences, and significant behavioral challenges, including emotion regulation, impulse control, anger management, and/or getting frequent referrals/suspensions and at high risk of school failure.

DMind also enables teacher and staff well-being, which has been shown to enhance student learning.

Program components include in-class and after-school DMind sessions for students, student peer leadership development, and training and coaching of school staff.

PEI Goals: The goal of this program is to bring about mental health, including the reduction of school failure and the removal of children from their homes.

PEI Priorities:
• Youth Engagement and Outreach Strategies that target secondary school and transition age youth, with a priority on partnership with college mental health programs, and transition age youth not in college. • Early identification programming of mental health symptoms and disorders, including but not limited to, anxiety, depression, and psychosis.

In FY22, DMIND was provided both live on-line, and in-person. Training and coaching services were also provided through this program. The training and coaching services build capacity among teachers and staff, so they have the skills for their own self-care, stress resilience and personal sustainability, and for the professional application with students to teach emotional regulation as well as social-emotional learning.

Training and coaching was also used to build capacity among student peer leaders, with structured opportunities for application in conflict resolution, peer mediation, restorative justice circles, and leading 41

DMIND practice in their classrooms. Additionally, this program provided videos to the schools and Yoga at Independent Study. A total of 1,546 students and 139 teachers/school staff received services through this program during the reporting timeframe as follows:

School Number of Students Served Number of School Staff Served • Berkeley High School

455 76
• Berkeley Technical
Institute
28 12
• King Middle School 248 15
• Longfellow Middle School 127 19
• Willard Middle School 688 17
Total 1,546 139
Demographic data on individuals served in FY22 was not provided by BUSD.

African American Success Project

The African American Success Project (AASP) implements “Umoja” - a daily elective class offered at Longfellow Middle School. Umoja provides African American students a safe affinity space to explore their cultural heritage and identity, while building positive peer relationships and establishing relational trust with adults. Umoja provides an ongoing focus on social and emotional development, including building skills, habits and mindsets that enable self-regulation, interpersonal skills, perseverance and resilience. This project aligns with stated needs found in key BUSD initiatives, and strategic actions, including but not limited to 42

the: Black Lives Matter Resolution, Local Control & Accountability Plan (LCAP), the African American Success Framework (AASF), and the Comprehensive Coordinated Early Intervention Services (CCEIS) Plan.

This project provides a unique chance to expose learners to content traditionally overlooked by educational institutions. Umoja course lessons are rooted in African and African American cultural precepts, and are composed to guide African American learners through:
• An exploration of their identities;
• An interrogation (questioning or query) of their ancestral history; • Development of a positive sense of purpose and cultural pride; • Envisioning their futures and outlining a path for fulfillment; • Developing an awareness of their communal role.

Direct services for parents and guardians:

The project seeks to increase entry points for caregivers to be informed and involved in their child’s learning. Highlights in this area include:
• Providing digital newsletters, and updates using email marketing; • Coordinating and hosting parent teacher conferences;
• Individual parent meetings/contacts, including advising, problem-solving, and updates regarding student progress;
• Hosting events including the Annual Kwanzaa celebration, and an end of the year meeting to gather qualitative program feedback.

Direct services for students (academic, social, behavioral):
• School-day cultural enrichment designed to uplift and empower African American learners using African centered pedagogical approaches;
• Equity centered support sessions (weekly);
• Structured class check-in sessions.

PEI Goals: The goal of this program is to bring about mental health, including the reduction of school failure and the removal of children from their homes.

PEI Priorities:
• Culturally competent and linguistically appropriate prevention and intervention; including community defined evidence practices (CDEPs).
• Youth engagement and outreach strategies that target secondary school and transition age youth, with a priority on partnership with college mental health programs, and transition age youth not in college.
• Early identification programming of mental health symptoms and disorders, including but not limited to, anxiety, depression, and psychosis.

In FY22, 73 students participated in this project. Outlined below are demographics on individuals served through this project:

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DEMOGRAPHICS N=73
Age Groups
Children/Youth (0-15) 100%
Race
Black or African American 79%
More than one Race 10%
Declined to Answer (or Unknown) 1%
Ethnicity: Hispanic or Latino/Latina/Latinx
Hispanic/Latino/Latina/Latinx 10%
Primary Language
English 96%
Other 4%
Sexual Orientation
Declined to Answer (or Unknown) 100%
Disability
Other 25%
Veteran Status
No 100%
Gender: Assigned sex at birth
Male 53%
Female 47%
Current Gender Identity
Male 53%
Female 47%
Worth noting is this project’s continued emphasis on school success and reinforcing literary skills. In addition to incorporating literacy structures into the class setting, the project made a strategic investment to establish a classroom library, which affords students access to over 100 unique titles. Efforts were made to select books written by Black/African American authors whose books feature Black/African American history, culture, and stories. Building the library was in direct response to a student survey conducted in a prior school year in which project participants indicated they would read more, if books were available that reflected their lived experience and related to their cultural background.

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ACCESS AND LINKAGE TO TREATMENT PROGRAM
and Combined Programs
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ACCESS AND LINKAGE TO TREATMENT AND PREVENTION & EARLY

INTERVENTION COMBINED PROGRAM
Access and Linkage to Treatment Programs – Connects children who are seriously emotionally disturbed, and adults and seniors with severe mental illness as early in the onset of these conditions as practicable, to medically necessary care and treatment, including but not limited to care provided by county mental health programs.

Prevention Programs – Includes a set of related activities to reduce risk factors for developing a potentially serious mental illness and to build protective factors.

Early Intervention Programs – Provides trea tment and other services and interventions, including relapse prevention, to address and promote recovery and related functional outcomes for a mental illness early in its emergence, including the applicable negative outcomes that may result from untreated mental illness.

The City of Berkeley has one combined Prevention, Early Intervention program that also has an Access to Linkage and Treatment program component:

High School Youth Prevention Program
This program operates in conjunction with other health school related services offered at Berkeley High School (BHS) and Berkeley Technology Academy (BTA) and has become a successful partnership between BUSD and the Public Health and Mental Health Divisions of Berkeley’s HHCS Department. The program provides young people with the information and individual support they need to make positive and healthy decisions in their lives. The program includes: outreach activities designed to provide students with basic information around the risks of certain behaviors, and ways to protect themselves and make positive and safer decisions; classroom presentations to enable students to receive more in-depth information around a variety of health topics and available resources, and provide the opportunity for students to do a personal assessment of risk and current lifestyle choices; drop-in crisis, counseling services; individual appointments to identify young people who may need more intensive intervention; and short-term treatment. The individual appointments, held at the school-based health center, provide young people with the opportunity to hold very in-depth discussions around the choices they are making and the risks that are involved in their choices. They receive guidance about changes they can make to reduce or eliminate their risks, and are given the opportunity to identify barriers that might exist for them that prevent them from making healthier choices. In addition, they complete a 40 question, in-depth HEADSSS (Home, Education, Activities, Drugs/Alcohol, Sexuality, Safety, and Suicidality) assessment. Based on the outcome of the individual appointment and/or assessment, a young person may be referred to either a medical or mental health professional at the High School Health Center or in the community for follow-up care and intervention and/or treatment.

PEI Goals: The goal of this program is to bring about mental health, including the reduction of school failure or dropout.
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PEI Priorities:
• Youth engagement and outreach strategies that target secondary school and transition age youth, with a priority on partnership with college mental health programs, and transition age youth not in college.
• Early identification programming of mental health symptoms and disorders, including but not limited to, anxiety, depression, and psychosis.

In FY22, approximately 233 students received services through this project. Demographics on youth served are outlined below:

DEMOGRAPHICS N=233
Age Groups
0-15 Years 33%
16-25 Years 67%
Race
American Indian or Alaska Native 2%
Asian 7%
Black or African American 17%
Native Hawaiian or other Pacific Islander <1%
White 33%
More than one Race 14%
Other 11%
Declined to Answer (or Unknown) 16%
Ethnicity: Hispanic or Latino/Latina/Latinx
Other 22%
Declined to Answer (or Unknown) 16%
Primary Language
English 93%
Spanish 6%
Declined to Answer (or Unknown) 1%
Sexual Orientation
Gay or Lesbian or Bisexual or Questioning or Queer,
or Unsure or Another Sexual Orientation
21%
Heterosexual or Straight 35%
Declined to Answer (or Unknown) 44%
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Disability
Declined to Answer (or Unknown) 100%
Veteran Status
No 100%
Gender: Assigned sex at birth
Male 21%
Female 45%
Gender non-conforming, Transgender, Genderqueer 11%
Declined to Answer (or Unknown) 23%
Current Gender Identity
Male 21%
Female 44%
Transgender 3%
Genderqueer 7%
Another gender identity <1%
Declined to Answer (or Unknown) 25%
Program Successes:
• Resumed providing the full range of services when students returned to full-time in-person learning. • Following multiple staff transitions during the summer of 2021, this project was able to add two diverse, expe
rienced, highly skilled, licensed clinicians, one of whom is a native bilingual Spanish speaker.

Both clinicians quickly became part of a cohesive and collaborative mental health team and have integrated well into the larger Health Center team.
• The mental health team was able to substantially increase service utilization year-over-year compared to the FY21 school year. As half of the student body were new to campus in FY22, the project focused more of its efforts on outreach in order to familiarize students with the array of services. • The mental health team maintained the use of the JotForm application for referrals. The team also integrated QR code technology into the referral form so that it can be more easily accessed and c
ompleted by students and school staff.
• The mental health team maintained a collaborative and productive relationship with the Berkeley High School Coordination of Services Team (OST) throughout the school year in order to ensure that appropriate referrals were made to the program.
• The mental health team was able to support students by providing an array of crisis support services following the tragic death of a Berkeley High School student in April 2022. • The mental health team was also able to build upon and improve existing relationships and partnerships with Berkeley High School stakeholders. To this end the team collaborated with several different on - campus programs throug hout the year such as the Multi- cultural Program, McKinney Vento Program, Special Education Program, and Intervention Counselors. The team also conducted stakeholder meetings 48

at the end of the school year in order to elicit feedback around the services that are provided with a focus on how to improve collaboration, advance equity, and improve service accessibility.

Program Challenges:
• Two newly hired full-time Mental Health Clinicians were onboarded in FY22 in September and November. From August through December 2021 one full-time bilingual Mental Health Clinician was on parental leave. These staffing limitations contributed to the teams reduced service capacity during the Fall 2021 timeframe.
• Due to staff transitions during the preceding summer, the project was not able to host a cohort of gr
aduate-level trainees, which also contributed to reduced service capacity during the FY22 school year. • As a result of reduced staffing and service capacity, the mental health team did not facilitate support groups during the FY22 school year.
• Berkeley High School administration and staff also experienced difficulties with the transition back to full-time in-person learning and it took time to rebuild coordinated systems for supporting a range of student’s needs. Project leadership and Berkeley High School Administration continued to develop relevant protocols during the courses of the school year to better support student accessibility to needed services.

Results Based Accountability (RBA) measur
es for this project in FY22, were as follows:

Process Measures
How much did we do?
Quality Measures
How well did we do it?
Impact Measures
Is Anyone Better off?
• # of clients served
• # of clients opened for
ongo
ing services
• # of services provided by
service type
• # of clients screened for
depression, trauma, and
substance use
• # of clients contacted within a
week following a referral to
the High School Health Center
(HSHC)
• % of school population served
• %
of clients satisfied with
services, as measured by % of
clients who agree with the
following: HSHC Staff…
-Treat me with respect
-Listen carefully to what I
have to say
• Make me feel like there’s an
adult at school who cares
about me
• % of clients able to receive
needed care, as measured by % of
clients who agree with the
following: The HSHC…
-Is easy to get help from when I
need it
-Helps me to meet many of my
health needs*Demographic data was reported at the program level, where available Measure Definition Data Source
# clients served Total clients served ETO/RedCap
# services provided by
service type
# of services coded as behavioral_service
with codes BHSV1-8. Key code
accompanies Redcap data. Each incident
could include more than one service
provided.

ETO/RedCap
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Measure Definition Data Source
% clients screened for
depression, trauma, and
substance use
Percent of total clients that were recorded
as having been screened for depression,
trauma, and/or substance abuse at least
one-time during reporting period.

ETO/RedCap

% referrals to HSHC followed
up within one week
Percentage of referrals that had 7 days or less
between referral date and response date.

Calculation reflects % of total referrals, not
% of total clients.

Referral Log
% of school population served Unique clients served by HSHC divided by total student population
ETO/RedCap; BHS data
% of clients satisfied with
services, as measured by % of
clients who agree with various
statements
% of responses marked as "agree" or
"strongly agree" for various survey
questions. Note: these responses are from all
students who accessed the health center and
answered the survey, not just those who
received mental health services.

Berkeley SBHC Client Survey

Data Development Agenda: measures the team is interested in reporting on but for which reliable data was not available:
• Responsiveness of service (e.g. x days following qualifying event) • % of clients who have at least one completed CANS/ANSA for each six-month period that they are in the program
In FY22, the RBA Outcomes for this program were as follows:

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233
Clients Served
represents 20 clients
Process Outcomes ("How much did we do?")
High School Health Center (HSHC)
RBA Outcomes
Reporting Period: July 2021-June 2022 (Baseline)
Program Description
The HSHC team provides mental health services
on site at Berkeley High School; these services
include individual and group therapy, crisis
assessments, and drop in support. The program
also hosts graduate students for training.
45%
11%
21%
22%
1%
Demographics
(Gender Identity)
Female (45%)
Gender
nonconforming,
transgender,
genderqueer (11%)
Male (21%)
Missing (22%)
Prefer not to
answer (1%)
2%
7%
17%
14%
11%
16%
33%
Demographics (Race) Alaska Native or
American Indian
(2%)
Asian or Pacific
Islander (7%)
Black or African
American (17%)
More than one
race (14%)
Other (11%)
Prefer not to
answer (16%)
White (33%)
35%
21%
25%
6%
13%
Demographics
(Sexual Orientation)
Heterosexual (35%)
LGBTQ* (21%)
Missing (25%)
Prefer not to
answer (6%)
Unknown/unsure
(13%)
*includes students who self-identified as aromantic,
asexual, bisexual, gay, homosexual, lesbian, pansexual, queer, and questioning
1 24
52 63 66
25 2
0 10
20 30
40 50
60 70
13 14 15 16 17 18 19
Number of Clients
Demographics (Age)
51

Quality Outcomes ("How well did we do it?")
In 2021-2022, the HSHC program served 7% of the
school population.
83% 79%
70%
95%
0%
20%
40%
60%
80%
100%
% of clients screened for
depression
% of clients screened for
trauma
% of clients screened for
substance use
% referrals to HSHC
followed up within 1 week
Service Consistency
Jul 2021-Jun 2022
0 1
2 21
27 29
39 237
594
0 100 200 300 400 500 600 700
Group therapy
Family therapy
AOD counseling/info
Other behavioral health services
Academic counseling
Case management
Crisis intervention
Intake assessment
Individual therapy
Services Provided by Service Type
Note that multiple services could be provided in one visit (e.g. crisis assessment and referral) so total services by type (n=950) is greater than total encounters (n=846) 52

Impact Outcomes ("Is anyone better off?")
97% 99%
93%
0%
20%
40%
60%
80%
100%
Treat me with respect (n=145) Listen carefully to what I have to say (n=138)
Make me feel like there's an adult at
school who cares about me (n=128)
Client Satisfaction
(% of clients who agree that "HSHC staff...")
Jul 2021-Jun 2022
97% 97%
0%
20%
40%
60%
80%
100%
Is easy to get help from when I need it (n=146) Helps me to meet many of my health needs (n=134) Client Satisfaction
(% of clients who agree that "The HSHC...")
Jul 2021-Jun 2022
53

ACCESS & LINKAGE TO TREATMENT AND EARLY INTERVENTION

COMBINED PROGRAM
Access and Linkage to Treatment Programs – Connect children who are seriously emotionally disturbed, and adults and seniors with severe mental illness as early in the onset of these conditions as practicable, to medically necessary care and treatment, including but not limited to care provided by county mental health programs.

Early Intervention Programs – Provide treatment and other services and interventions, including r elapse prevention, to address and promote recovery and related functional outcomes for a mental illness early in its emergence, including the applicable negative outcomes that may result from untreated mental illness.

Through the FY22 Annual Update the City of Berkeley provided a one-time amount of CSS and PEI funding to support the
implementation of a Specialized Care Unit pilot project. The City of Berkeley provides funding for one Early Intervention program that also has an Access to Treatment program component. The program is as follows:

Specialized Care Unit
On July 14, 2020 City Council passed Resolution No, 69,501-N.S.; a package of items providing direction for the development of a new paradigm of public safety in Berkeley. One of the items adopted by City Council directed the City Manager to analyze and develop a pilot program to re-assign mental health and substance use calls, that do not include a threat of violence to a Specialized Care Unit (SCU). The SCU will consist of trained crisis-response field workers who will respond to behavioral health occurrences that do not pose an imminent threat to safety without the involvement of law enforcement. The SCU will be implemented as a pilot model and lessons-learned will inform the long-term implementation.

PEI Goals: The goal of this program is to connect individuals who have severe mental illnesses as early in the onset of these conditions as practicable, to medically necessary care and treatment, including but not limited to, care provided by county mental health programs.

PEI Priority: Early identification programming of mental health symptoms and disorders, including but not limited to, anxiety, depression, and psychosis.

In FY21, Resource Development Associates (RDA), chosen through a competitive Request for Proposal (RFP) process to evaluate the current crisis system in Berkeley, received an expanded scope of work to provide recommendations on the implementation of the SCU. To oversee and advise RDA in their work, the City formed an SCU Steering Committee consisting of Health, Housing and Community Services Department and Fire Department staff, and community representatives from the Mental Health Commission and the Berkeley Community Safety Commission. The Steering Committee met from January 2021 through January 2022 and advised on RDA’s completion of three critical reports. The first two reports summarized crisis response programs in the United States and internationally as well as gathered perspectives from community and City stakeholders regarding the crisis response system. This included gathering input from City of Berkeley and Alameda County agencies, local community-based organizations (CBOs), local community leaders, and utilizers of Berkeley’s crisis response services. These reports laid the foundation for the twenty-five recommendations that were the subject of the third and final report to inform the SCU model. Each recommendation put forth in the final report is deeply rooted in the stakeholder feedback included in the two previous reports.
54

In Spring 2022, the design for the SCU received City Council approval and the work of the SCU Steering Committee transitioned from planning to implementation. At the beginning of FY23, the City of Berkeley launched a competitive RFP process, which included providing live question and answer as well as published resources on the City website. After an extensive review process, the City chose Bonita House to implement the SCU pilot program.

Since the beginning of 2023, Bonita House has taken initial steps to implementing the SCU including:
selecting an operating location for the program, working with the City to obtain response vehicles, and hiring staff. The Berkeley and Bonita House teams are hoping to launch a version of the SCU at the end of FY23, or beginning of FY24, as the full program ramps up.

55

STIGMA AND DISCRIMINATION REDUCTION

PROGRAM
56

Stigma and Discrimination programs - Direct activities to reduce negative feelings, attitudes, beliefs, perceptions, stereotypes and/or discrimination related to being diagnosed with a mental illness, having a mental illness, or to seeking mental health services and to increase acceptance, dignity, inclusion, and equity for individuals with mental illness, and members of their families. The City of Berkeley has one Stigma and Discrimination program:

Social Inclusion Program
The Social Inclusion program was created to combat stigma, attitudes and discrimination around individuals with mental health issues. Through this program, a “Telling Your Story” group provides mental health consumers with opportunities to be trained, compensated and empowered to share their stories of healing in a supportive peer environment. When they feel ready, consumers can elect to be community presenters, sharing their inspirational stories at pre-arranged local public venues to dispel myths and educate others.

This program serves approximately 10-20 individuals a year.

PEI Goals: To reduce negative feelings, attitudes, beliefs, perceptions, stereotypes and/or discrimination related to being diagnosed with a mental illness, having a mental illness, or to seeking mental health services and to increase acceptance, dignity, inclusion, and equity for individuals with mental illness, and members of their families. To create changes in attitude, knowledge and/or behaviors related to seeking mental health services or related to mental illness.

PEI Priority: Culturally competent and linguistically appropriate prevention and intervention; including community defined evidence practices (CDEPs).

In FY22, 13 unduplicated individuals participated in the program. Demographics on program participants served were as follows:

DEMOGRAPHICS N= 13
Age Groups
26-59 (Adult) 38.5%
Ages 60+ (Older Adult) 38.5%
Declined to Answer (or Unknown) 23%
Race
Asian 8%
Black or African American 23.5%
White 38.5%
Other 15%
Declined to Answer (or Unknown) 15%
Ethnicity: Hispanic or Latino/Latina/Latinx
Mexican/Mexican-American Chicano 8%
Puerto Rican 8%

57

Ethnicity: Non-Hispanic or Non-Latino/Latina/Latinx
African 15%
European 15%
Japanese 8%
Other 31%
Declined to Answer (or Unknown) 31%
Primary Language Used
English 84%
Declined to Answer (or Unknown) 16%
Sexual Orientation
Gay or Lesbian 8%
Heterosexual or Straight 54%
Bisexual 15%
Questioning or Unsure 8%
Declined to Answer (or Unknown) 15%
Disability
Difficulty Hearing 15%
Mental Domain not including a mental illness 15%
Physical Mobility domain 31%
Chronic Health Condition 23%
Other (Specify): 8%
Declined to Answer (or Unknown) 31%
Veteran Status
Yes 77%
No 33%
Gender: Assigned sex at birth
Male 15.4%
Female 69.2%
Declined to Answer (or Unknown) 15.4%
Current Gender Identity
Male 15%
Female 54%
58

Questioning or unsure 8%
Another gender identity 8%
Declined to Answer (or Unknown) 15%
Program Successes:

The Telling Your Story group had more consistent attendees who were prepared to share based on the topics provided. The structure of having a brainstorming session proved to be really beneficial for the attendees.

Some participants enjoyed having the group virtually in the comfort of their home, they felt safer and the hassle of commuting was eliminated. Participants felt more prepared during their shares and enjoyed the support they received from their peers.

Program Challenges:

The Telling Your Story group challenges were a lack of in-person connection and some participants who didn’t have access to Zoom were unable to see others on the screen. This group provided gift cards for each session that a person participated within the program guidelines. There was a challenge for some individuals to come into the office to sign for the gift cards which created some distain from the participants, or they waited months before they decided to have their gift card mailed. A similar gift card challenge was that some participants waited for months until they picked them up, so it would be worth the commute they had to make to come to the office.

In FY22, as the Social Inclusion – Telling Your Story Project, is conducted by the same staff who operate Wellness Recovery Services, the Results Based Accountability (RBA) Measures for this project were combined with the Wellness Recovery program measures. RBA measures were as follows:

59

Process Measures
How much did we do?
Quality Measures
How well did we do it?
Impact Measures
Is Anyone Better off?
• # of participants served
• # of different groups
con
vened per year
• # of group events held per
year
• # of group participants
who meet the
requirements for “Telling
Your Story”
(MHSA PEI Requirement)
• #/% of participants who return
for group events
• #/% of participants who reported
feeling less shame about their
experiences and challenges
• #/% of participants who reported
progress in their recovery
Measure Definition Data Source
# participants served Total # of participants served Wellness Recovery Group Attendance Tracker
# of different group convened Number of different types of groups (i.e. walking group, mood group, Telling
Your Story group) convened
Wellness Recovery Group
Attendance Tracker
Group events Total number of meetings held Wellness Recovery Group Attendance Tracker
# of participants who meet the
requirements for "Telling Your
Story"
Total number of participants in all "Telling
Your Story" meetings
Wellness Recovery Group
Attendance Tracker
# of participants who return for
group events
Of total number of participants, % who
returned for more than one event or meeting
Wellness Recovery Group
Attendance Tracker
% of participants who reported
feeling less shame about their
experiences and challenges
Of participants who took the survey, percent
who responded "agree" or "strongly agree" to
the question.

Telling Your Story Survey
% of participants who reported
recognizing progress in their
recovery
Of participants who took the survey, percent
who responded "agree" or "strongly agree" to
the question.

Telling Your Story Survey
Data Development Agenda: measures the
team is interested in reporting on but for which reliable data was not available:
• Advance Directives Data:
-#/% of participants with an Advance Directive completed -#/% of participants able to advocate for themselves with service providers • Equity of services (e.g. client demographics compared to MediCal population) • % of clients who were satisfied with services
In FY22, the RBA Outcomes for this program were as follows:
60

35 8
Group events
represents 10 clients/events/groups
Impact Outcomes ("Is
anyone better off?")
Process Outcomes ("How much did we do?")
Wellness & Recovery Services RBA Outcomes
Reporting Period: July 2021-June 2022 (Baseline)
Quality Outcomes ("How well
did we do it?")
Participants who meet the
requirements for "Telling Your Story"
Participants
served
Different groups
convened
139 20
71%
of participants returned for group
events
4 out of 5
participants reported feeling less shame about
their experiences and challenges (n=5).
3 out of 5
participants reported recognizing progress in
their recovery (n=5).

Program Description The Wellness and Recovery Program is designed to provide outreach, support, education, activities, and advocacy to consumer members living with mental illness and living in Berkeley. Wellness group activities include: Berkeley Pool of Consumer Champions (POCC), Card Groups, Mood Groups, Walking Groups, and field trips. 61

OUTREACH FOR INCREASING RECOGNITION OF

EARLY SIGNS OF MENTAL ILLNESS
62

Outreach for Recognizing the Early Signs of Mental Illness Program - A process of engaging, encouraging, educating, and/or training, and learning from potential responders about ways to recognize and respond effectively to early signs of potentially severe and disabling mental illness.

Per PEI State Regulations in addition to having the required “Outreach for Increasing Recognition of Early Signs of Mental Illness Program”, mental health jurisdictions may also offer Outreach for Increasing Recognition of Early Signs of Mental Illness as: a strategy within a Prevention program, a strategy within an Early Intervention program, a strategy within another program funded by PEI funds, or a combination thereof. Additionally, an Outreach for Increasing Recognition of Early Signs of Mental Illness program, may be provided through other MHSA components as long as it meets all of the program requirements.

Mental Health First Aid
City of Berkeley Mental Health staff has previously implemented a Mental Health First Aid Training to the community through non-MHSA funds. Mental Health First Aid is a groundbreaking public education program that helps the public identify, understand, and respond to signs of mental health issues and substance use disorders. Mental Health First Aid presents an overview of mental health issues and substance use disorders and introduces participants to risk factors and warning signs of mental health problems, builds understanding of their impact, and provides an overview of common treatments. Through this training a five step action plan is taught that encompasses the skills, resources and knowledge to help an individual in crisis connect with appropriate professional, peer, social, and self-help care.

PEI Goals: The goal of this campaign is to increase prevention efforts and response to early signs of emotional and behavioral health problems.

PEI Priorities:
• Culturally competent and linguistically appropriate prevention and intervention; including community
defined evidence practices (CDEPs).
• Early identification programming of mental health symptoms and disorders, including but not limited to, anxiety, depression, and psychosis.

Due to the pandemic and vacancies in staff, Mental Health First Aid trainings have not been provided in the past several years. It is envisioned that this program will be restarted in FY24 through MHSA CSS funds. 63

SUICIDE PREVENTION
(OPTIONAL PEI PROGRAM)

64

Suicide Prevention Programs (Optional) - Activities to prevent suicide as a consequence of mental illness.

The City of Berkeley has one PEI funded Suicide Prevention program:

California Mental Health Services Authority (CalMHSA) PEI Statewide Projects Per PEI State Regulations mental health jurisdictions have an option on whether to utilize MHSA PEI funds on Suicide Prevention programs. While the City of Berkeley has not previously chosen to utilize PEI funds to implement a local Suicide Prevention program, in FY18 the Division began contributing 4% of PEI funding to the California Mental Health Services Authority (CalMHSA) to participate in the PEI Statewide Projects Initiative to locally obtain State resources on Suicide Prevention, Student Mental Health, and Stigma and Discrimination.

PEI Goals:. The goal of this campaign is to increase prevention efforts and response to early signs of emotional and behavioral health problems.

PEI Priorities:
• Culturally competent and linguistically appropriate prevention and intervention; including
community defined evidence practices (CDEPs).
• Early identification programming of mental health symptoms and disorders, including but not limited to, anxiety, depression, and psychosis.

In FY22, through this initiative resources on Suicide Prevention, Student Mental Health and Stigma and Discrimination reached approximately 1,624 individuals. Additionally, resources were distributed via email to local schools, community agencies and community members.

65

1E

APPENDIX E

INNOVATION
FY22 ANNUAL EVALUATION REPORT

City of Berkeley Mental Health
Mental Health Services Act
(MHSA)
Innovations (INN)
FY21/22
Annual Evaluation Report

INTRODUCTION
Mental Health Services Act (MHSA) Innovation (INN) funds are to be are utilized for short-term projects that contribute to new learning in the mental health field. This MHSA component provides the opportunity to pilot test and evaluate new strategies that can inform future practices in communities and mental health settings. INN projects can target any population and any aspect of the mental health system as long as the strategies or approaches that are being implemented address at least one of the following areas:
• Increase access to mental health services;
• In
crease access to mental health services for underserved groups; • Increase the quality of mental health services, including better outcomes; • Promote interagency collaboration.

INN projects should also have one of
the following primary practices: introduce new mental
health practices or approaches that have never been done before; or make changes to existing mental health practices/approaches, including adapting them to a new setting or community; or introduce a new promising community-driven practice/approach that has been successful in non- mental health contexts or settings.

Per Mental Health Services Act (MHSA) State requirements, Mental Health jurisdictions are to submit an Innovation (INN) Evaluation Report to the Mental Health Services Oversight and Accountability Commission (MHSOAC) on an annual basis. INN Regulations released in 2018 also require mental health jurisdictions to submit an Annual Evaluation Report to the State each fiscal year. The Evaluation Report should be included with the MHSA Annual Update or Three Year Program and Expenditure Plan and undergo a 30 Day Public Comment period and approval from the local governing board. Per state regulations, the MHSA INN Fiscal Year 2021/2022 (FY22) Annual Evaluation Report that covers data from FY22 is due.

This FY22 INN Annual Evaluation Report provides descriptions of currently funded MHSA INN services, and reports on FY22 program and demographic data. 1

BACKGROUND
On October 6, 2015, updated INN regulations designed by the Mental Health Services Oversight and Accou
ntability Commission (MHSOAC) became effective. The new INN Regulations, included program and demographic data requirements that are to be reported to the MHSOAC through INN Annual Evaluation Reports. Per the new requirements, Mental Health Jurisdictions should report on the following INN Program and Demographic elements. • Name of the Innovative Project.
• Whether changes were made to the Innovative Project during the reporting period, a de
scription of the changes and the reasons for the changes. • Available evaluation data, including outcomes of the Innovative Project and information about which elements of the Project are contributing to outcomes. • Program information collected during the reporting period, including for applicable Innovative Projects that serve individuals, and the number of participants served. • All Demographic Data as applicable per project (as outlined below).

INN Demographic Reporting Requirements
For the information reported under the various program categories, each program will need to report disaggregate numbers served, number of potential responders engaged, and number of referrals for treatment and other services by:
(A) The following Age groups:
• 0-15 (children/youth)
• 16-25 (
transition age youth)
• 26-59 (adult)
• ages 60+ (older adults)
• Number of respondents who declined to answer the question (B) Race by the following categories:
• American Indian or Alaska Native
• Asi
an
• Black or African American
• Native Hawaiian or other Pacific Islander
• White
• Other
• More than one race
• Number of respondents who declined to answer the question 2

(C) Ethnicity by the following categories:
(i) Hispanic or Latino as follows
• Caribbean
• Central American
• Mexican/Mexican-American/Chicano
• Puerto Rican
• South American
• Other
• Number of respondents who declined to answer the question (ii) Non-Hispanic or Non-Latino as follows
• African
• As
ian Indian/South Asian
• Cambodian
• Chinese
• Eastern European
• European
• Filipino
• Japanese
• Korean
• Middle Eastern
• Vietnamese
• Other
• Number of respondents who declined to
answer the question
• More than one ethnicity
• Number of respondents who declined to
answer the question
(D) Primary language used listed by
threshold languages for the i
ndividual county
• English
• Spanish
• Number of respondents who declined to
answer the question
(D) Primary language used listed by
threshold languages for the individual county
• English
• Spanish
• Number of respondents who declined to
answer the question
3

(E) Sexual orientation
• Gay or Lesbian
• Heterosexual or Straight
• Bisexual
• Questioning or unsure of sexual orientation
• Queer
• Another sexual orientation
• Number of respondents who declined to answer the question (F) Disability, defined as a physical or mental impairment or medical condition lasting at least six months that substantially limits a major life activity, which is not the result of a severe mental illness • If Yes, report the number that apply in each domain of disability(ies) o Comm
unication domain separately by each of the following:
 difficulty seeing,
 difficulty hearing, or having speech understood)
 other, please specify
o Mental domain not includ
ing a mental illness (including but not limited to a learning disability, developmental disability, dementia)
o Physical/mobility domain
o Chronic health condition (including but not limited to chronic pain) o Other (specify)
• No
• Number of respondents who declined to answer the question (G) Veteran Status,
• Yes
• No
• Num
ber of respondents who declined to answer the question
(H) Gender
(i) Assigned sex at birth:
(a) Mal
e
(b) Female
(c) Number of respondents who declined to answer the question (ii) Current gender identity:
(a) Male
(b) Female
(c) Transgender
(d) Genderqueer
(e) Questioning or unsure of gender identity
(f) Another gender identity
(g) Number of respondents who declined to answer the question. 4

Effective July 2018 amended INN regulations specified the following:
• For projects/programs serving children or youth younger than 18 years of age, the demographic information collected and reported should only be done so to the extent permissible by privacy laws;
• For projects/programs serving minors younger than 12 years of age, demographic information shall be collected and reported, except for sexual orientation, current gender identity, and veteran status;
• Information that cannot be obtained directly from the minor may be obtained from the minor’s parent, legal guardian, or other authorized source.

CITY OF BERKELEY INN PROGRAMS
A description of the currently funded INN programs and FY22 data are outlined below:

Help@Hand - Technology Suite Project
In September 2018, following a four-month community planning process and approval from City Council, the City of Berkeley Technology Suite Project (which has since been renamed “Help@Hand”) was approved by the MHSOAC. This project allocates INN funding to participate in a Statewide Collaborative with other California counties to pilot a Mental Health Technology Project that makes various technology -based mental health services and supports applications (Apps) locally available in Berkeley. The Help@Hand Project seeks to learn whether the use of the Apps will increase access to mental health services and supports; and whether it will increase the quality of mental health services, including leading to better outcomes.

Since plan approval, the Division worked both internally and with the California Mental Health Services Authority (CalMHSA), the fiscal intermediary for this project, to prepare for citywide implementation. Due to a need for additional community mental health supports as a result of the pandemic, the priority population for accessing Apps was changed from the original primary focus being on TAY and Older Adults, to now include anyone who lives, works and goes to school in Berkeley.

Per a competitive recruitment process, the Division contracted with Resource Development Associates (RDA), who conducted Project Coordination work through early FY22 on this project.

Following that timeframe the BMH MHSA Coordinator has served as the Project Coordinator for this project. On behalf of the City and with locally designated Help@Hand project funds, CalMHSA executed a contract with Uptown Studios, in early FY22 to conduct a marketing and social media campaign for this project.

In November 2021, as a result of this project, free access to the HeadSpace and MyStrength Apps became locally available in Berkeley for a limited timeframe. The MyStrength App was available through October 2022 and the HeadSpace App will be available through September 2023. A large 5

interest in the HeadSpace App in FY22 led the Division to decide to allocate a portion of non- MHSA funds to add additional licenses of this App for the community.

The Division is currently participating in a State Evaluation with other counties in this project.

The evaluation is being conducted by the University of California at Irvine (UCI). Additionally, following a competitive recruitment process, the Division entered into a contract with Hatchuel, Tabernik & Associates to conduct a local evaluation of this project.

The Division is currently
participating in a State Evaluation with other counties in this project. The evaluation is being conducted by the University of California at Irvine (UCI). Additionally, following a competitive recruitment process, the Division entered into a contract with Hatchuel, Tabernik & Associates to conduct a local evaluation of this project. The evaluations are currently underway and will be reported on in future MHSA INN Evaluation Reports.

In FY22 there were 1,644 Berkeley community members who accessed MyStrength, and 5,097 accessed Headspace. Each App company collected and provided reporting on various user data measures.

Local usage data in FY22 for each App is outlined on the preceding pages. 6

myStrength scorecard
Members enrolled Top 5 digital
recommendations
Program engagement
Average 90 day member engagement rates (% of returning) Logged in Completed activity Used engagement guidance
average logins/member average activities
completed/member
average messages sent
to guide/member
Member
demographics
(% of enrolled)
Enrolled
Activated
Returning
© Teladoc Health, Inc. All rights reserved.

City of Berkeley
Program launch: 2021-09-20 Data thru: 2022-06-30
1,644
1,492
91% of enrolled
449
30% of activated 23%
104/449
5 9%
42/449
7 NA%
NA/449
NA
1 7

myStrength scorecard
more members meeting clinical criteria need
to complete a follow-up GAD-7 assessment before
the chart will be displayed.
more members need to complete a
follow-up WHO-5 assessment before this
chart will be displayed.
more members meeting clinical criteria need
to complete a follow-up PHQ-9 assessment
before this chart will be displayed.

A WHO-5 score below 52% (13 points) indicates poor well-being.

Wellbeing outcomesDepression outcomes
Anxiety outcomes
Scored 5 or more
in
the PHQ-9
assessment
Clinical and
subclinical
population
Maintained or
improved
Clinically
Improved
Started with scores ≥15
and decreased their
score by at least 5 points
A PHQ-9 score indicates the severity level of a member’s symptoms, where a score of 0-4 is nonclinical, 5-14 is subclinical, and 15+ is clinical.

Scored 5 or more
in
the GAD-7
assessment
Clinical and
subclinical
population
© Teladoc Health, Inc. All rights reserved.

Maintained or
improved
Clinically
Improved
Started with scores ≥15
and decreased their
score by at least 5 points
A GAD-7 score indicates the severity level of a member’s symptoms, where a score of 0-4 is nonclinical, 5-14 is subclinical, and 15+ is clinical.

Of members’ wellbeing improved at least 10%
(Clinical definition of improvement)
City of Berkeley
Program launch: 2021-09-20 Data thru: 2022-06-30
NA
NA
N
A

68.7%
41%

70.9%

27.6%

25.6%
2 8

myStrength scorecard
Members enrolled
Enrolled: Number of members who registered and
successfully enrolled
Activated: Number of members who completed the
onboarding assessment
Returning: Number of activated members who have logged
into the myStrength program at least once after onboarding assessment completion
Enrollment trends: Number of members who have enrolled
(current enrolled) over time since the program launch date Program engagement
Clinical outcomes
© Teladoc Health, Inc. All rights reserved.

Logged in: The percentage of returning members that logged into the myStrength application via the mobile app or the myStrength website at least once in the last 90 days.

Completed activity: The percentage of returning members that completed at least one activity in the last 90 days. Members must click the “Finish” button after going through all the steps in order to be counted.

Engagement guidance: The percentage of returning members that have sent at least one message to a guide in the last 90 days.
*N/A will display if engagement guidance is not a part of the program that was purchased PHQ-9 is a validated depression screening tool. Total score is between 0 and 27 with higher scores meaning more symptoms. Metrics show % of members who have taken the PHQ-9 assessment at least twice – once at baseline and at least once more after baseline.

GAD-7 is a validated anxiety screening tool. Total score is between 0 and 21 with higher scores meaning more symptoms. Metrics show % of members who have taken the GAD-7 assessment at least twice – once at baseline and at least once more after baseline.

WHO-5 is a validated measure of general wellbeing (not a specific diagnosis or problem). Total score is between 0 and 25 with lower scores showing lower quality of life and higher scores showing higher quality of life. Raw scores are multiplied by 4 to get a percentage score. Metrics show % of members who have taken the WHO-5 assessment at least twice – once at baseline and at least once more after baseline. *For each clinical outcome, the reported population has at least 10 members in the program and completed at least two assessments.

Top 5 digital recommendations
The percentage of returning members that were recommended “Just for You” content or digital courses and programs.

DATA DEFINITIONS
City of Berkeley
3 9

Help@Hand
FY22 Report
Oct 31 '21 Nov 30 '21 Dec 31 '21 Jan 31 '22 Feb 28 '22 Mar 31 '22 Apr 30 '22 May 31 '22

0.00 5.00

10.00 6.9

2.1 6.9

2.3 4.1

7.4 3.7

7.5 3.52.8

7.7 0.7

4.1 4.1

1.10.8 3.01.2

4.5 4.2

1.2 1.20.9 1.3

6.1 10.1

12.4 12.913.1

13.2 7.8

13.6 Depth of Engagement per
Active User
Meditation Sleep Move Wakeup Focus
Basics
Managing Anxiety
Letting Go of Stress
Basics 2
Basics 3
Finding Focus
Self-esteem
Sleep
Pro | Level 1
Self-compassion
Headspace 365
Acceptance
Balance
Handling Sadness
Feeling Overwhelmed

12.14%

10.02%

6.79%

5.84%

4.11%

3.49%

2.92%

2.87%

2.55%

2.50%

2.31%

2.11%

1.63%

1.51%

1.43%
Top 15 Courses
The Wake Up
Goodnight
Everyday Headspace
Doze
Sleeping
Falling Back to Sleep
Switching Off
Rain on Rocks
Take 5 Cleansing Breaths
60 Seconds of Mindful Bre..
1-Minute Breathing Exerc..

Enjoy 5 Deep Breaths
Feel the Benefits of 5 Dee..

Treat Yourself to 5 Gentle..

Pause With 5 Calming Bre..

11.31%

2.57%

2.35%

2.12%

2.08%

1.37%

1.24%

1.07%

1.05%

1.01%

0.98%

0.97%

0.96%

0.95%

0.91%
Top 15 Non-Courses
Oct 31 '21 Nov 30 '21 Dec 31 '21 Jan 31 '22 Feb 28 '22 Mar 31 '22 Apr 30 '22 May 31 '22 0 5,000
10,000
15,000
20,000
Media Starts
10,041
10,520
10,104
7,772
8,275
4,608
4,922
5,720
4,168
4,593
14,928 15,693
18,547
17,384 16,916
1,572
6,876
70 Engagement by Content
Type
Meditation Sleep Move Wakeup Focus
Engagement Rate new MAU W Dateview new
Sep 30
'21
Oct 31 '21 Nov 30
'21
Dec 31
'21
Jan 31 '22 Feb 28 '22 Mar 31
'22
Apr 30 '22
0 500
1000
MAU

0.0%

20.0%

40.0%

60.0%

80.0%
100.0%
Engagement Rate
1,133
1,201
1,360
1,403
256
680
0 9
60%
34%
45%47%
31% 30% 28%
Monthly Active Users
Engagement
1,225,384
Headspace
Minutes Used
334,955
Minutes
Meditated
5,097
Members
Oct 31 '21 Nov 30 '21 Dec 31 '21 Jan 31 '22 Feb 28 '22 Mar 31 '22 Apr 30 '22 May 31 '22 0K
1K
2K
Newly Enrolled
1,836
533
958
560
594
442
161
15 1,836
533
958
560 594
442
161
15 Enrollments
Employee
10

Encampment-Based Mobile Wellness Center Project
In April 2022, the Division received approval to implement an Enca mpment-Based Mobile
Wellness Center Project from the Berkeley City Council and the State Mental Health Oversight and Accountability Commission (MHSOAC). This new project will pilot a Mobile Wellness Center at Homeless encampments in Berkeley. The Mobile Wellness Center project will provide an on-site, customizable menu of services that are chosen by individuals who reside at the encampments. The project will be led by peers with lived experience of homelessness, and include partners from encampment communities to encourage participation, help define service needs, and support service provision at the site. The project will be implemented through a community partner who will be chosen through a competitive Request For Proposal (RFP) process.

The project will seek to learn whether on-site wellness center services have a positive impact on mental health outcomes including an increase in the uptake of mental health services. The project will also assess the impact of how having individuals from the community help to provide services, shapes service delivery, and the participant satisfaction with services.

The RFP process was executed in the third quarter of FY23 and it is envisioned that the program will be implemented in early FY24. The program will include an evaluation which will be reported on in future MHSA INN Evaluation Reports.
11

1F

APPENDIX F

PUBLIC COMMENTS

1 AFRICAN AMERICAN HOLISTIC

RESOURCE CENTER

REQUEST FOR INCLUSION IN THE

MENTAL HEALTH SERVICES ACT
(MHSA) THREE -YEAR FUNDING PLAN
FY 2024 -2026

FOR COMMUNITY -DEFINED CULTURALLY CONGRUENT HOLISTIC SERVICES AND

PROGRAMMING
The African American Holistic Resource Center Mission Statement The mission of the African American Holistic Resource Center (AAHRC) is to eliminate inequities and disparities by using community -defined best practices and approaches. Culturally responsive services are offered in order to address social determinants of overall health, mental wellness and equity across the life span. The AAHRC provides advocacy, support and referral services for an array of educational issues, legal matters and programming and services for cultural, social and recreation.

A strong focal point is on promoting self-awareness and strengthening connections by fostering unity in the African American community.

Summary of the needs assessment
The African American/Black community in Berkeley has the highest morbidity and mortality rate of any racial/ethnic group. According to the City of Berkeley Health Status Summary Report 2018, "African Americans are 2.3 times more likely to die in a given ye ar from any condition than Whites"2. The intersectionality between wealth, race/ethnicity, and class has a slight positive effect on the health status of African Americans due to institutionalized racism and implicit bias. Unfortunately, the Black communit y in Berkeley is experiencing poor quality outcomes regarding adverse health indicators across the lifespan. According to comprehensive community assessments, most African American/Black community members who live, work, and/or connect to Berkeley believe that the City of Berkeley needs to show their community a sign that they are valued citizens and that their lives matter.

2 The African American Holistic Resource Center is submitting this proposal for funding from the Mental Health Services Act to improve mental health and wellness outcomes for the Berkeley community in general and the African American/Black community in particular. The AAHRC achieves its goals for improving the social determinants of mental health (SDOMH) outcomes within the Africa n American /Black community by utilizing a culturally congruent healing - centered engagement system model of care. The AAHRC has developed collaborative partnerships with culturally congruent service providers and organizations to assist in achieving its goal.

THE OBJECTIVE

The AAHRC facility, as outlined in the Feasibility Study, 2018 is stated to be a state-of-the- art green building of 6,000 Square feet that includes but is not limited to a multipurpose room, culinary learning kitchen, South Berkely Legacy Library, medical screening room, two therapy offices, two classrooms, dance studio, game room, kitchen, offices with a reception area, and a yard/garden area. The delivery of culturally congruent services at the AAHRC will provide African Americans with the support they n eed to decrease inequities and disparities and build community.

• Need #1: [FY 24] Community capacity building efforts; publish the operational plan; Barbara Ann White Scholarship Award to expand the Black Mental Health Workforce • Need #2: [FY 25] Secure peer navigator and community specialist; Secure furniture, fixtures, and equipment (FF&E);
Barbara Ann White Scholarship Award to expand the Black Mental Health Workforce • Need #3: [FY 26] Secure peer navigator and community specialist; Barbara Ann White Scholarship Award to expand the Black Mental Health Workforce

THE OPPORTUNITY

Welcoming and Culturally Congruent Services and Staff
Numerous survey respondents commented on a sense of belonging and receiving culturally-appropriate services. There was an emphasis on the significance of Black people being treated with respect and the ir presence being acknowledged by professional staff when they showed up for services. Also highlighted was creating a safe space for the African American community.

• Goal #1: Implement 1st stage of a culturally centered engagement system of care model • Goal #2: Implement 2nd stage of the culturally centered engagement system of care model; equip mental wellness space for mild to moderate consumers • Goal #3: Implement 3rd stage of the culturally centered engagement system of care model

3 THE SOLUTION

“The assessment identified the need to have a haven or safe space for members of the African American/Black community to gather and unwind from the daily stressors of being Black in America. Survey respondents expressed the need to have a safe healing space to address the traumas and challenges of life". "Respondents expressed a need to have a place where they can gather and organize in order to develop leadership skills and improve community engagement. It was evident from t he data collected that respondents want a place for the Black community, where they can unite, organize, and develop action plans, as it relates to uplifting the African American community. The information shared in this category appears paramount in terms of Black people wanting to problem -solve for themselves and find solutions to issues that negatively impact their community” (AAHRC Feasibility Study, p. 10).

Recommendation
#1:

Include the AAHRC in the MHSA Three-year plan
with maximum available funding

Recommendation
#2:

Add the AAHRC under the following areas:
• Community Services and Supports (CSS)
• Prevention and Early Intervention (PEI)
• Capital Expenditure Funding to assist with the construction of the new City of Berkeley owned 6,000 square-foot facility

Recommendation
#3:

Follow up on previous MHSA Plan Three-Year cycle recommendations:
• On page 2 of the DRAFT Mental Health Services Act (MHSA) FY20/21 – 22/23 Three Year Program and Expenditure Plan, it states that: African Americans have been an additional population of focus as data indicates they are overrepresented in the mental health system and hence "inappropriately served", which could be due to being provided services that are not culturally responsive and/or appropriate".

• Follow up on the previous MHSA cycle recommendation: " The Mental Health Division is very interested in supporting the African American Holistic Resource Center, and will work with the planning group for the AAHRC to obtain a specific proposal. The Mental Health Division intends to work with the planning group to propose funding for the AAHRC in the FY21/22 Plan Update, once the specific needs and appropriate funding categories are determined. Following the Public Hearing the Mental Health Commission made the following motion regarding the Three-Year Plan: 16 M/S/C (Pritchett, Davila) Motion to approve the report and forward to the City Council for approval. Ayes: Davila, Hawkins, Kealoha-Blake, Moore, Opton, Pritchett; Noes: None; Abstentions: None;

Absent: None.” (City of Berkeley Mental Health Services Act FY 2020/21 - 2022/23 Three Year Program Expenditure Plan, page 14).

4 CONCLUSION

The AAHRC is expected to provide the following services to address inequities and disparities and support the African American/Black community in Berkeley: health education, health screenings, mental wellness services, educational support, cultural events, legal services, social and recreational programs, and other services as needed.

Services at the AAHRC will be open to all. However, the primary focus will be to enhance and strengthen the lives of African Americans. The center will acknowl edge and celebrate the cultural values, rituals, and traditions of Black people. The center will support an African American/Black way of life by using African American community-defined approaches and practices and African -centered treatment models and services to decrease inequities and disparities in all aspects of life for African Americans in Berkeley.

We look forward to collaborating with the City of Berkeley Mental Health MHSA board to accomplish the AAHRC goals and objectives.

If you have questions on this funding request proposal, feel free to contact any of the three listed persons at your convenience:

Babalwa Kwanele
E-mail: [email protected]
Phone: (510) 866-5697

Mansour Id-Deen
E-mail: [email protected]
Phone: (510) 206-2129

Starly Gay
E-mail: [email protected]
Phone: 510-725-8776

Thank you for being so considerate,
AAHRC Steering Committee

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

CONSENT CALENDAR
July 25, 2023
To: Honorable Mayor and Members of the City Council
From: Dee Williams-Ridley, City Manager
Submitted by: Lisa Warhuus, Director, Health, Housing, and Community Services Subject: Reserving Predevelopment Funds BRIDGE Housing Coorporation to Support the Development of Affordable Housing at the North Berkeley BART Site

RECOMMENDATION
Adopt a Resolution:

1. Reserving $1,500,000 in Affordable Housing Mitigation Fee funds to BRIDGE Housing Corporation (BRIDGE) or its affiliate to support master planning and predevelopment activities related to the development of affordable housing at the North Berkeley BART site.

2. Authorizing the City Manager or her designee to execute all original or amended documents or agreements to effectuate this action.

FISCAL IMPACTS OF RECOMMENDATION
City Council reserved $53M in funding for the BART sites at their April 27, 2021 meeting through Resolution 69,833-N.S. Of that total reservation, $13M will come from Affordable Housing Mitigation Fees, and $40M will come from Measure O. The Measure O portion will be available in the third and fourth issuances, expected in 2025 and 2027.

Predevelopment funding for the BART sites, including this current request for $1,500,000, will come from Affordable Housing Mitigation Fees already collected.

Funding is subject to appropriation in the FY 2024 budget in the Affordable Housing Mitigation Fee fund (Fund 120).

CURRENT SITUATION AND ITS EFFECTS
BRIDGE requested $1.5M in predevelopment funds to support the development of affordable housing at North Berkeley BART.

On December 1, 2022, the San Francisco Bay Area Rapid Transit District (“BART”) Board approved the selection of a development team to build housing at the North Berkeley BART station site. The team is comprised of lead nonprofit developer BRIDGE, nonprofit development partners East Bay Asian Local Development

Reserving Predevelopment Funds for the Development CONSENT CALENDAR of Affordable Housing at the North Berkeley BART Site July 25, 2023

Corporation (EBALDC) and Insight Housing (formerly Berkeley Food and Housing Project), and market-rate developer Avalon Bay Communities. The BRIDGE team proposes to exceed the requirement that at least 35% of new housing be affordable to households earning an average of 60% of Area Median Income. The preliminary design concept includes three affordable housing buildings for low-income families and one permanent supportive housing project.

On December 13, 2022, City Council adopted Resolution No. 70,643-N.S reserving $500,000 to help finance predevelopment expenses related to the development of affordable housing at the North Berkeley BART station. The BRIDGE team is currently engaged in community outreach and planning activities that will inform the project design.

The project’s current schedule assumes State of California Housing and Community Development funding in 2024, which requires projects to be entitled. The BRIDGE team is requesting an additional $1.5M in order to prepare a set of entitlement plans in time to meet funding deadlines and stay on schedule. In addition to architectural and engineering costs related to the design of the affordable buildings, the funds may be used to pay for the nonprofit development team members’ collective share of the early costs related to the BART Exclusive Negotiating Agreement (ENA), station access study, and other master planning and predevelopment activities. The City Housing Trust Fund Guidelines and the Affordable Housing Framework for North Berkeley BART establish the standards for determining eligible costs.

Funding predevelopment activities at North Berkeley BART supports the Strategic Plan Priority Project to create affordable housing and housing support service for our most vulnerable community members.

BACKGROUND
For the past few years, the City has been working closely with BART on the development of the North Berkeley and Ashby BART sites. The City created a BART Community Advisory Group (CAG), made up of 15 members of the public to develop a vision for affordable housing, land use, station access, building form, and new public spaces. The CAG met throughout 2020 and 2021 at public meetings and community workshops, and provided feedback on the new zoning regulations impacting the North Berkeley BART site. The City and BART entered into a Memorandum of Agreement (MOA) in June 2022 to address additional aspects of the collaboration, and both agencies adopted the Joint Vision and Priorities for Transit-Oriented Development for Ashby and North Berkeley Stations (JVP) in June 2022. The JVP articulates the shared goals of the City and BART, including the goal of achieving at least 35% affordability at each site.

To support the shared affordable housing goal at the BART sites, City Council set aside $53M through Resolution 69,833-N.S. on April 27, 2021. Council also indicated that a portion of the BART set-aside funds could be used to support predevelopment activities.

Reserving Predevelopment Funds for the Development CONSENT CALENDAR of Affordable Housing at the North Berkeley BART Site July 25, 2023

Predevelopment funding sources are limited, and by offering predevelopment loans with favorable terms, the City and BART were hoping to attract more nonprofit developers.

The predevelopment funds are only available to nonprofits to cover their proportional share of master planning costs.

BART issued a Request for Qualifications (RFQ) in July 2022 to select a team to develop housing at the North Berkeley BART station site. A selection panel with equal representation of City and BART staff reviewed the qualifications of all teams, interviewed the team leads, and attended the public presentations on November 10, 2022. Based on their cumulative score, the panel recommended the selection of BRIDGE team to the BART Board of Supervisors.

Through the RFQ, the City offered up to $2M in predevelopment funding authorized by Resolution 69,833-N.S. The RFQ identified two phases of the predevelopment funding:
1) up to $500,000 to support the nonprofit partner’s share of the master planning and predevelopment costs, and 2) up to $1.5M to support predevelopment activities for specific affordable housing projects located at the North Berkeley BART site. After the release of the RFQ, Department of Health, Housing, and Community Services (HHCS) staff and the development team learned that the costs associated with the first phase exceed the amount budgeted and that nonprofit developers need to access funds in the second phase sooner in the predevelopment process in order to be competitive for State funding.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
Creating new affordable housing in Berkeley that allows lower income individuals and families to live closer to transit will advance the goal of making the City more economically and racially equitable, and reduces greenhouse gas emissions by reducing vehicle-miles-traveled and decreasing reliance on personal vehicles. New affordable housing developments are typically built to third-party green building standards (either GreenPoint or LEED Gold).

RATIONALE FOR RECOMMENDATION
There are early and significant costs associated with transforming the current parking lot at the North Berkeley BART station to a vibrant residential community serving a mix of incomes and household types. The selected developer team will need to pay BART’s ENA fees, station access fees, and other costs related to master planning, infrastructure, and predevelopment work. There are few sources of predevelopment funding available, and most come with interest rates higher than what the City offers which would add costs to creating affordable housing.

ALTERNATIVE ACTIONS CONSIDERED
Since the City agreed in the MOA and RFQ to make this funding available for the selected nonprofit developer, and since the BRIDGE team qualifies for this funding under the City’s Housing Trust Fund criteria, staff did not consider any alternative actions.

Reserving Predevelopment Funds for the Development CONSENT CALENDAR of Affordable Housing at the North Berkeley BART Site July 25, 2023

CONTACT PERSON
Grace Streltzov, Community Development Project Coordinator, HHCS, 510-981-5430 Attachments:
1: Resolution

RESOLUTION NO. ##,###-N.S.

RESERVING $1,5000,000 OF AFFORDABLE HOUSING MITIGATION FEES FOR

PREDEVELOPMENT AT THE NORTH BERKELEY BART SITE
WHEREAS, City Council established a Housing Trust Fund Program (HTF) to assist in the development and expansion of housing affordable to low and moderate income persons and authorized the City Manager to implement the Program; and WHEREAS, there is a great need for affordable and special needs housing in the City of Berkeley as stated in the General Plan Housing Element and the City of Berkeley’s Consolidated plan; and
WHEREAS, the City and BART are collaborating on the development of the North Berkeley BART site, and articulated shared goals in a Memorandum of Understanding, Memorandum of Agreement, and Joint Vision and Priorities for Transit-Oriented Development for Ashby and North Berkeley Stations; and
WHEREAS, the City and BART are committed to achieving a minimum of 35% affordable housing at each BART site; and
WHEREAS, on April 27, 2021, with Resolution 69,883-N.S., the City Council reserved $53 million, to be divided between the two BART sites, as the subsidy needed to achieve 35% affordability, and allowed for a portion of that funding to be considered for predevelopment costs associated with affordable housing; and WHEREAS, the $53 million includes $40 million in Measure O funds, and $13 million in Affordable Housing Mitigation Fees; and
WHEREAS, in July 2022, BART issued a Request for Qualifications (RFQ) to select a team to develop new housing at the North Berkeley BART site and created an RFQ selection panel with equal representation from the City and BART; and WHEREAS, through the RFQ, the City indicated that up to $2 million of the $53 million funding reservation could be available for predevelopment for each BART site; and WHEREAS, on December 1, 2022, the BART Board of Supervisors approved the RFQ panel’s recommendation to select a development team made up of BRIDGE Housing Corporation (BRIDGE), East Bay Asian Local Development Corporation, Berkeley Food and Housing Project, and Avalon Bay Communities; and
WHEREAS, the BRIDGE development team proposed to develop 50% of the residential units at the North Berkeley BART as affordable to lower-income persons; and

WHEREAS, on December 13, 2022, City Council adopted Resolution No. 70,643-N.S., reserving $500,000 of Affordable Housing Mitigation Fees for predevelopment at the North Berkeley BART site; and
WHEREAS, the development team requested an additional $1,500,000 in predevelopment funding from the City’s set-aside funds; and WHEREAS, the City’s BART set-aside of Measure O funds will be available after the third and fourth issuances, currently projected for 2025 and 2027, and therefore any predevelopment support for the BART projects will be allocated from the $13 million set- aside of Affordable Housing Mitigation Fees.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that it approves the reservation of $1,500,000 of Affordable Housing Mitigation Fees (Fund 120) to BRIDGE Housing Corporation or its affiliate to support master planning and predevelopment activities related to the development of affordable housing at the North Berkeley BART site.

BE IT FURTHER RESOLVED that the City’s Housing Trust Fund program guidelines will apply to the use of these funds.

BE IT FURTHER RESOLVED that the City Manager, or her designee, is hereby authorized to execute all original or amended documents or agreements to effectuate this action; a signed copy of said documents, agreements, and any amendments will be kept on file in the Office of the City Clerk.

Office of the City Manager

CONSENT CALENDAR
July 25, 2023
To: Honorable Mayor and Members of the City Council
From: Dee Williams-Ridley, City Manager
Submitted by: Aram Kouyoumdjian, Director of Human Resources Subject: Establish Classification and Salary Range – Deputy Police Chief

RECOMMENDATION
Adopt a Resolution establishing the unrepresented classification of Deputy Police Chief with an hourly salary range of $96.1538 - $125.0000, and an annual salary range of $200,000.0000 - $260,000.0000.

FISCAL IMPACT
Based on comparable classifications of surrounding police agencies, as well as internal alignment with existing Police Command Staff classifications, staff is recommending an hourly salary range of $96.1538 - $125.0000. This range is within the market mean and median for the Bay Area municipalities that have Deputy Police Chief and Assistant Police Chief positions. One vacant Police Captain position will be reallocated to create a Deputy Police Chief position, which will result in an annual fiscal impact of $94,450 that will be funded by the General Fund.

CURRENT SITUATION AND ITS EFFECTS
The City Manager’s Office, Police Department, and Human Resources Department analyzed the organizational structure of the Berkeley Police Department and identified the need for the new job class specification of Deputy Police Chief, a single class position to act as second in command and to serve as the department head in the absence of the Police Chief.

The position will provide professional and administrative support, as well as oversight of day-to-day operations, and will assist the Police Chief in meeting the City’s public safety goals and objectives and the demands for police services in Berkeley’s diverse

Establishing Deputy Police Chief Classification Consent Calendar July 25, 2023
communities, including the divisions of Operations, Investigations, Police Support Services, Policy and Planning, as well as Audit and Inspection.

Moreover, the addition of this position will create a succession plan and career ladder within the Command Staff. During periods of leadership change, having a Deputy Police Chief who can serve in the Chief’s absence will help maintain the continuity of the Police Department’s operations, presence in the community, and relationships with other City departments.

BACKGROUND
The Human Resources Department contracted with independent HR consultant Tina Lee Rodriguez to conduct a classification and compensation study for the creation of the Deputy Police Chief classification. The study included a job analysis, a review of the police class series within the City and comparable classifications of surrounding police agencies, salary market research to determine competitive compensation, and internal alignment of the salary level. Surrounding agencies were reviewed to determine comparable classifications, including the City of Richmond, City of Vallejo, City of Hayward, City of Stockton, City of San Mateo, City of Fremont, and others. The maximum base pay is approximately 19.95% above the Police Captain maximum base pay and 16.08% below the Police Chief maximum base pay.

The Personnel Board discussed and voted unanimously at its June 5, 2023 meeting to send this classification and salary to the City Council for approval (Motion to Approve:

Bartlow, Gilbert; Vote - Ayes: Bartlow, Dixon, Gilbert, Lacey, Wenk; Noes: None; Abstains: None; Absent: Karpinski, O’Loughlin).

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
There are no identifiable environmental effects or opportunities associated with the subject of this report.

RATIONAL FOR RECOMMENDATION
The new classification will fill a gap in the organizational structure of the Police Department, provide the Police Chief with professional and operational support, maintain continuity of operations in the Police Chief’s absence, and create a succession plan for the department’s Command Staff.

Establishing Deputy Police Chief Classification Consent Calendar July 25, 2023

ALTERNATIVE ACTIONS CONSIDERED
None.

CONTACT PERSON
Aram Kouyoumdjian, Director of Human Resources, (510) 981-6807.

ATTACHMENTS

1. Resolution
Exhibit: Attachment A to Resolution: Deputy Police Chief – Proposed Job Class Specification and Salary Range

Establishing Deputy Police Chief Classification Consent Calendar July 25, 2023
RESOLUTION NO. xxxxx - N.S.

ESTABLISHING THE DEPUTY POLICE CHIEF CLASSIFICATION
WHEREAS, the Human Resources Department maintains the Classification and Compensation plan for the City of Berkeley; and
WHEREAS, the Human Resources Department has completed a classification review and recommended the creation of the Deputy Police Chief classification; WHEREAS, the Deputy Police Chief classification will fill a gap in the organizational structure of the Police Department, provide the Police Chief with professional and operational support, maintain continuity of operations in the Police Chief’s absence, and create a succession plan for the department’s Command Staff; and WHEREAS, the Personnel Board recommended on June 5, 2023 to establish the unrepresented Deputy Police Chief job class specification and salary range exempt from the overtime provisions of the Fair Labor Standards Act (FLSA) effective July 25, 2023.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the classification for Deputy Police Chief is established, with a salary range and classification specification as shown in Attachment A, effective July 25, 2023. [Attachment A: Deputy Police Chief, Classification Specification and Salary Schedule]

Establishing Deputy Police Chief Classification Consent Calendar July 25, 2023

ATTACHMENT A

DEPUTY POLICE CHIEF
Bargaining Unit: Unrepresented
Classification
Class Code:

XXXX

CITY OF BERKELEY
Established Date: July 25, 2023

SALARY RANGE
$96.1538 - $125.000 Hourly
$7,692.3077 - $10,000.0000 Biweekly
$16,666.6667 - $21,666.6667 Monthly
$200,000.0000 - $260,000.0000 Annually
DESCRIPTION:

DEFINITION
Under administrative direction, provides professional and administrative assistance to the Police Chief in planning, organizing, coordinating and directing the City's police services and law enforcement program; provides highly responsible and technical staff assistance to the Police Chief, including fiscal and personnel management and policy development and implementation; coordinates and supervises the activities of divisions and units within the Police Department; assumes command of the Police Department in the absence of the Police Chief; and performs related duties as required.

CLASS CHARACTERISTICS
This single class position serves as an administrative and professional assistant to the Police Chief in policy development, program planning, risk management, training, fiscal and personnel management, administration, and division operations. This classification is the second in command for the Police Department and acts as the Department Head in the absence of the Police Chief.

This class is distinguished from the Police Captain classification in that the incumbent is responsible for overall operations of the divisions and units within the Police Department; has departmentwide authority; and works with considerable latitude and independent judgment in developing, interpreting, and applying broad policies, rules, and regulations, and implementing and evaluating performance management systems, procedures, and standards for the department.

Establishing Deputy Police Chief Classification Consent Calendar July 25, 2023
EXAMPLES OF DUTIES:

The following list of duties is intended only to describe the various types of work that may be performed and the level of technical complexity of the assignment(s) and is not intended to be an all-inclusive list of duties. The omission of a specific duty statement does not exclude it from the position if the work is consistent with the concept of the classification, is similar or closely related to another duty statement, or a logical assignment to the classification.

1. Assists the Police Chief with the day-to-day administrative and technical operations of the Police Department;

2. Plans, organizes, coordinates, and directs the work of divisions and units in City police functions, including patrol, law enforcement, crime investigation, community services, operation of the City jail, Communications Center, Traffic/Parking Enforcement, Property room, maintenance of police records, and related support services;

3. Assumes command of the department in the absence of the Police Chief;

4. Assists in the development and implementation of policies, goals, objectives, procedures, and work standards for the department;

5. Evaluates programs, functions, activities, and procedures to ensure compliance with legal and regulatory requirements, efficient and effective operations of the department, and that organizational goals and objectives are met;

6. Monitors developments related to police service matters, evaluates their impact on City operations, and implements policy and procedure improvements;

7. Evaluates the progress of program plans to determine if command-wide objectives are accomplished economically and within budget and personnel allocation;

8. Oversees the development of performance management systems, procedures, and standards for program evaluation to ensure that financial and operational targets are met;

9. Works closely with the department’s senior management to develop and deliver an overall strategy focused on developing and managing effective operational processes and procedures;

10. Works closely with the City Manager, the City Council, other city departments, a variety of public and private organizations, and citizen groups in developing programs and implementing projects to solve police service problems;

11. Represents the City and works closely with citizen boards and commissions and public and private officials to provide technical assistance, directly or through subordinate staff;

12. Prepares a wide variety of reports or presentations for City management or outside agencies;

13. Directs the selection, supervision, and work evaluation of department personnel;

14. Monitors and directs employee relations and grievance procedures;

15. Provides for staff development and supervisory training programs;

Establishing Deputy Police Chief Classification Consent Calendar July 25, 2023

16. Provides staff and technical assistance to boards and commissions; and

17. Performs related duties as assigned.

KNOWLEDGE AND ABILITIES:

Note: The level and scope of the knowledge, skills and abilities listed below are related to job duties as defined under Class Characteristics.

Knowledge of:

1. Roles and responsibilities of the Police Department and its personnel;

2. Administrative principles and methods including goal setting, program development and implementation, delegation and employee supervision;

3. Principles and practices of law enforcement, investigation, patrol, community policing and problem-solving strategies services, school and traffic safety, and related police services;

4. Crime prevention services, including crime prevention through environmental design and construction of new buildings and surrounding landscaping;

5. Criminal law, codes, ordinances and court interpretations including rights of citizens, apprehension, arrest, search and seizure, and rules of evidence;

6. Principles and practices of budget development and administration;

7. City Administrative Regulations, Personnel Rules and Regulations, Memoranda Agreements, and the City Council agenda and report processes;

8. Special event and demonstration planning; and

9. Disaster preparedness and terrorism response.

Skill in and ability to:

1. Plan, organize, administer and coordinate the City's police services program;

2. Recognize and mitigate risks and liabilities;

3. Select, motivate, and evaluate staff and provide for their training and professional development;

4. Develop and implement goals, objectives, policies, procedures, work standards and internal controls;

5. Analyze complex technical and administrative police services problems and projects, evaluate alternative solutions, and adopt effective courses of action;

6. Prepare clear and concise reports, correspondence, and other written materials;

7. Complete a wide variety of written projects in a timely manner;

8. Establish and maintain cooperative working relationships with a variety of citizens, public and private organizations, boards and commissions, and City staff;

9. Make oral presentations in a variety of settings such as departmental meetings, community meetings, and service clubs;

10. Exercise sound independent judgment within general guidelines; and

11. Make quick and effective decisions in emergencies.

MINIMUM QUALIFICATIONS:

Establishing Deputy Police Chief Classification Consent Calendar July 25, 2023

A TYPICAL WAY OF GAINING THE KNOWLEDGE AND SKILLS OUTLINED ABOVE IS: Equivalent to graduation from a four-year college or university with major coursework in criminology, social science, business or public administration, or a related field, and at least four (4) years of full-time paid experience equivalent to a Police Captain and/or Police Lieutenant in the City of Berkeley Police Department.

Completion of a post graduate degree in an applicable field is desirable.

OTHER REQUIREMENTS Must possess a valid California driver's license and have a satisfactory driving record. Must be able to meet physical, psychological and background standards. Must be willing to work evening, night, weekend, and holiday call-ins. Must be able to maintain firearms qualification. Must possess a P.O.S.T.

Management Certificate.

CLASSIFICATION HISTORY:

Classification Code: XXXX
Classification Established: July 25, 2023
FLSA Status: Exempt
Representation Unit: Unrepresented
Probationary Period: One Year
Workers’ Comp Code: 7720

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

CONSENT CALENDAR
July 25, 2023
To: Honorable Mayor and Members of the City Council
From: Dee Williams-Ridley, City Manager
Submitted by: Aram Kouyoumdjian, Director of Human Resources Subject: Salary Range Adjustments: Senior Building Maintenance Supervisor, Senior Equipment Supervisor, Senior Public Works Supervisor, and Senior Solid Waste Supervisor

RECOMMENDATION
Adopt a Resolution amending Resolution No. 69,997-N.S., Salary Resolution for Public Employees Union (PEU) – Local 1, to increase the salary range of the Senior Building Maintenance Supervisor by 9.30%; Senior Equipment Supervisor by 13.00%; Senior Public Works Supervisor by 8.53%; and Senior Solid Waste Supervisor by 8.53%, effective January 1, 2023.

This Resolution follows Council consideration of this item in Closed Session on May 1, 2023.

FISCAL IMPACTS OF RECOMMENDATION
Total cost of approximately $88,035.46 in salary only. For FY 2022-23, the variance can be absorbed through salary savings due to vacancies within the classifications.

CURRENT SITUATION AND ITS EFFECTS
Within the current Memorandum of Understanding with PEU – Local One, which was approved on July 29, 2021, section 13.11.1 states:

Beginning no later than six (6) months after ratification of this Agreement, the City agrees to work with two representatives designated by the Union with the intent of completing a classification and compensation review of the Economic Development Project Coordinator, Mental Health Program Supervisor, Mental Health Clinical Supervisor, Senior Public Works Supervisor, Senior Building Maintenance Supervisor, and Senior Equipment Supervisor. As part of this, the City will also conduct a study related to the creation of a Senior Economic Development Project Coordinator classification.

A market salary survey of comparable classifications to the senior supervisor classifications represented by Public Employees Union (PEU) – Local 1 – in particular, the salaries of Senior Building Maintenance Supervisor, Senior Equipment Supervisor, Senior Public Works Supervisor, and Senior Solid Waste Supervisor – revealed that these classifications were behind in the market median as shown in Table A below:

CONSENT CALENDAR
July 25, 2023
Salary Range Adjustments: Senior Building Maintenance Supervisor, Senior Equipment Supervisor, Senior Public Works Supervisor, and Senior Solid Waste Supervisor

Table A: City of Berkeley Senior Supervisory Job Classifications Job Title Current top step Current % behind
market median
Senior Building Maintenance
Supervisor
$111,178.50 9.30%
Senior Equipment Supervisor $121,282.51 13.00%
Senior Public Works Supervisor $129,121.82 8.53%
Senior Solid Waste Supervisor $129,121.82 8.53%

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
There are no identifiable environmental effects or opportunities associated with the subject of this report.

RATIONALE FOR RECOMMENDATION
To comply with the provisions of the City’s MOU with PEU – Local One (specifically, section 13.11.1), City staff conducted a compensation market survey and determined that the salaries of Senior Building Maintenance Supervisor, Senior Equipment Supervisor, Senior Public Works Supervisor, and Senior Solid Waste Supervisor classifications are out of market by at least eight percent (8%). As such, increases in salary for these classifications are needed to bring the salaries within the median levels of the market.

ALTERNATIVE ACTIONS CONSIDERED
None.

CONTACT PERSON
Aram Kouyoumdjian, Human Resources Director, (510) 981-6807.

Attachments:
1: Resolution
Exhibit A: Salary Adjustments

RESOLUTION NO. ##,###-N.S.

SALARY ADJUSTMENT: SENIOR BUILDING MAINTENANCE SUPERVISOR,

SENIOR EQUIPMENT SUPERVISOR, SENIOR PUBLIC WORKS SUPERVISOR, AND

SENIOR SOLID WASTE SUPERVISOR
WHEREAS, the Human Resources Department maintains the Classification and Compensation plan for the City of Berkeley; and
WHEREAS, the City’s current Memorandum of Understanding with Public Employees Union (PEU) – Local One required a compensation review of certain supervisor classifications represented by Local One;
WHEREAS, the Human Resources Department completed a compensation market survey and ascertained that the salaries of Senior Building Maintenance Supervisor, Senior Equipment Supervisor, Senior Public Works Supervisor, and Senior Solid Waste Supervisor classifications were behind the median surveyed market by at least eight percent (8%); and
WHEREAS, it is necessary for the City Council to adopt an amendment to PEU – Local 1 salary resolution, No. 69,997-N.S., to provide the salary adjustments reflected in Exhibit A to bring these classifications within the market median.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that Resolution No. 69,997-N.S., Salary Resolution for PEU – Local 1, is amended to include the salary adjustments in Exhibit A, attached hereto and made part hereof, effective January 1, 2023.

Attachment: Exhibit A

EXHIBIT A

The following classifications’ salary shall be increased according to the following table:

Classification 1 2 3 4 5
Senior Building Maintenance
Supervisor

51.4582 53.8963 56.5474 59.1780 61.9706
Senior Equipment Supervisor 55.5537 58.2001 61.0872 64.0576 67.1646 Senior Public Works Supervisor 51.0957 53.5166 56.1491 58.7611 61.5340 Senior Solid Waste Supervisor 51.5781 54.0193 56.6813 59.3139 62.1061

Office of the City Manager

CONSENT CALENDAR
July 25, 2023
To: Honorable Mayor and Members of the City Council
From: Dee Williams-Ridley, City Manager
Submitted by: Kevin C. Fong, Director of Information Technology Subject: Piggyback Contract – SmartWave for City Facility Managed Wi-Fi

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute a contract which aligns with the City of Tucson, AZ existing contract and amendments, to provide managed Wi-Fi throughout City of Berkeley facilities in an amount of $325,000 with an option to extend ongoing Operations and Maintenance (O&M) for an additional year for a total contract value not to exceed $370,000 through FY2025.

FISCAL IMPACTS OF RECOMMENDATION
This contract will begin in FY2024 and funding in the amount of $325,000 is available in Department of Information Technology’s Cost Allocation Fund (680). In future years, Operation and Maintenance (O&M) will be included within updated IT Cost Allocation rates.

FY2024 Description
$221,020.00 Materials and Equipment
$28,050.00 Survey and Design Services
$30,930.00 Implementation Services
$45,000.00 Remote Support Year 1 (O&M)
$325,000.00 FY2024 Subtotal
FY2025 Description
$45,000,00 Remote Support Year 2 (O&M)
$45,000.00 FY2025 Subtotal
$370,000.00 Total FY2024-2025 Not To Exceed Value

CURRENT SITUATION AND ITS EFFECTS
The City is rapidly adopting a more mobile workforce, and the platforms that we provide and support are increasingly dependent upon wireless technology. For example, public safety is relying more and more on mobile laptops and tablets and many staff from Planning, Public Works and HHCS are in transit from office to office throughout the workday.

July 25, 2023
The City is playing “catch-up” and struggling to establish seamless, enterprise quality wireless access (Wi-Fi) at all City facilities for City staff and for use by the community in City facilities that are open to the public, including the Finance Customer Service Center, the Permit Service Center, the Public Health Clinic, the Mental Health Clinic, and the North and South Berkeley Senior Centers. Additionally, existing wireless access points (WAPs) have been in place for 9+ years and are past end-of-life and due for replacement, on top of the fact that IT has not reached every City facility as of 2023 due to resource constraints.

The City plans to modernize, expand and maintain its wireless infrastructure footprint throughout City facilities by engaging a vendor to provide a turnkey, managed service (a similar model to printer leasing). This will relieve City staff of the overburdening effort to keep Wi-Fi up, and provide a 99% uptime while staff focus on other areas of importance.

Having an enterprise quality Wi-Fi infrastructure is consistent with the City’s Strategic Plan Priority to provide state-of-the-art, well-maintained infrastructure, amenities, and facilities.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
Overall cost-effectiveness of Wi-Fi is greater than hard-wired ethernet, as there is no need to fully wire a facility with ethernet cable (comprised of copper and other materials), so the deployment cost of Wi-Fi is significantly less than a hardwired office.

Because Wi-Fi is “radio” based, it has a broader reach within a facility than a hardwired option. Reconfiguration of office space will require less material and labor with Wi-Fi than a hardwired solution, thus reducing the carbon footprint and cost of ownership over a lifespan.

Finally, as the City deploys more advanced technologies, and with the increasing demand from the community, this project will assist in providing community access to Wi-Fi at all City locations. By providing remote access to data, operational efficiencies are increased for staff, and energy and global warming emissions are reduced by both staff and the community.

RATIONALE FOR RECOMMENDATION
Deploying and managing a city-wide Wi-Fi solution requires dedicated staff time, both for monitoring the “uptime” of the system as well as replacing failed hardware. With over 200+ anticipated access points, IT does not have adequate staff to provide for a 99% uptime, let alone, an ability to deploy Wi-Fi throughout all city-wide facilities.

Engaging a vendor to provide a managed service is the logical solution. A vendor will be responsible for the initial deployment of hardware with IT supervision and leadership, management and upkeep of the network, and “truck runs” (service calls) for repair. This

July 25, 2023
will make Wi-Fi throughout City facilities as ubiquitous as a telephone and will be an expected service that is available and “just works”.

The City of Tucson, AZ conducted a competitive Request for Proposal (RFP) process that solicited bids for a vendor to provide “Region-Wide Point to Point Wireless System for the Regional Transportation Data Network” and selected SmartWave Technologies LLC (Attachment 1, Contract 120558), which was awarded and accepted on February 15, 2013 with one-year options to extend on an annual basis (Attachments 2 through 11) through February, 2025. The City of Berkeley Information Technology Department is requesting to piggyback off the City of Tucson, AZ contract for the same services.

SmartWave Technologies LLC has extensive experience providing Wi-Fi installation and maintenance services and has a demonstrated, proven track record of completing projects on time and on budget, in addition to having responsive customer service. They are currently contracted by many local municipalities, including Oakland, San Jose, Dublin and Pleasanton. Furthermore, the County of San Mateo, Daly City, San Leandro, Hayward, South San Francisco and Livermore are currently “piggy-backing” off of the Tucson, AZ contract.

ALTERNATIVE ACTIONS CONSIDERED
Staff considered completing these installation services internally, but due to the high volume of existing work, staff do not currently have the capacity or the expertise to perform such a high volume of Wi-Fi installations and ongoing maintenance at all City locations.

CONTACT PERSON
Kevin C. Fong, Director of Information Technology, (510) 981-6541 Attachments:
1: Resolution
2: Tucson Contract Signed 02/15/2013
3: Tucson Renewal Amendments Years 2014 through 2024

July 25, 2023
RESOLUTION NO. ##,###-N.S.

PIGGYBACK CONTRACT – SMARTWAVE FOR CITY FACILITY MANAGED WI-FI WHEREAS, the City is rapidly adopting a more mobile workforce, and the platforms that we provide and support are increasingly dependent upon wireless technology, and WHEREAS, the City is playing “catch-up” and struggling to establish reliable, enterprise quality and seamless wireless access (Wi-Fi) at all City facilities, both for use by City staff and for use by the community in City facilities that are open to the public, including the Finance Customer Service Center, the Permit Service Center, the Public Health Clinic, the Mental Health Clinic, and the North and South Berkeley Senior Centers, and WHEREAS, existing wireless access points (WAPs) have been in place for 9+ years and are past end-of-life and due for replacement, on top of the fact that IT has not reached every City facility as of 2023 due to resource constraints, and WHEREAS, The City plans to modernize, expand and maintain its wireless infrastructure footprint throughout City facilities by engaging a vendor to provide a turnkey, managed service (a similar model to printer leasing). This will relieve City staff of the overburdening effort to keep Wi-Fi up, and provide a 99% uptime, and
WHEREAS, having an enterprise quality Wi-Fi infrastructure is consistent with the City’s Strategic Plan Priority to provide state-of-the-art, well-maintained infrastructure, amenities, and facilities, and
WHEREAS, The City of Tucson conducted a competitive Request for Proposal (RFP) process that solicited bids for a vendor to provide “Region-Wide Point to Point Wireless System for the Regional Transportation Data Network” and selected SmartWave Technologies LLC, which was awarded and accepted on February 15, 2013 with one- year options to extend on an annual basis, and
WHEREAS, the City of Berkeley Information Technology Department is requesting to piggyback off the City of Tucson for the same services.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is authorized to execute a contract which aligns with the City of Tucson, AZ existing contract and amendments, to provide managed Wi-Fi throughout City of Berkeley facilities in an amount of $325,000 with an option to extend ongoing Operations and Maintenance (O&M) for an additional year for a total contract value not to exceed $370,000 through FY2025.

3rd
February
for

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

CONSENT CALENDAR
July 25, 2023
To: Honorable Mayor and Members of the City Council
From: Dee Williams-Ridley, City Manager
Submitted by: Scott Ferris, Director, Parks Recreation & Waterfront Subject: Side Letter Agreement: Hornblower Sublease

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute and implement a Side Letter Agreement with 200 Marina Boulevard, Berkeley, LLC (“Doubletree Hotel”) to memorialize the terms and amount of Hornblower sublease rent payments and provide the City’s consent to the Hornblower sublease at the Doubletree Hotel at the Berkeley Waterfront.

FISCAL IMPACTS OF RECOMMENDATION
The City will continue to receive 25% of Hornblower sublease revenue from the Doubletree. The Hornblower’s sublease rent will be $8,800 per month, of which the City’s 25% share would be $2,200 per month. This will increase annually by 5% or CPI, whichever is higher.

CURRENT SITUATION AND ITS EFFECTS
The Doubletree Hotel ground lease with the City allows the hotel to sublease to the Hornblower Yachts, Inc. to use hotel office space and docks to operate a dinner cruise service at the Berkeley Waterfront. In 2020, the City and the Doubletree Hotel completed a lease renewal of the main ground lease (Ordinance No. 7,696-N.S.) At that time, the Doubletree had not yet completed renewal negotiations with their existing subtenant, Hornblower Yacht, Inc. and so the Hornblower continued to provide dinner cruise service under the terms of the prior sublease from 2008.

In the spring of 2023, the Doubletree Hotel completed negotiations with Hornblower Yachts, Inc. for a renewal of the sublease. The Doubletree Hotel ground lease of 2020 requires a new side letter agreement between the City, Doubletree and Hornblower in order to memorialize the terms and amount of Hornblower sublease rent payments and provide the City’s consent to the Hornblower sublease at the Doubletree Hotel at the Berkeley Waterfront.

The new Hornblower sublease is substantively similar to the prior sublease from May 2008, which provides for the use of a small office area in the main hotel building, and

Side Letter Agreement: Hornblower Sublease ACTION CALENDAR July 25, 2023

the dock, berths and charter yacht facility adjacent to the Doubletree Hotel for the purposes of charter yacht docking, vessel maintenance, food preparation, and office space. The term is for 9 years plus two 5-year options. The side letter continues to provide for the City’s 25% share of sublease revenue and provides the City’s consent to sublease. The side letter includes a new provision that requires Hornblower to observe and comply with all applicable laws, including the City of Berkeley’s labor peace ordinance. Council authorization is required in order for the City to execute the side letter agreement for the new Hornblower sublease.

BACKGROUND
In April 2020, Council approved a 60-year lease agreement with the Doubletree Hotel at the Berkeley Waterfront. In addition to the hotel premises, the lease includes a 1,000 ft dock which houses the Hornblower Yacht that provides dinner cruises. The 2020 lease incorporated the existing Hornblower sublease from May 2008, allowing them to use the dock and facilities for docking, vessel maintenance, food preparation and office space

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
The sublease contains provisions requiring compliance with all environmental laws and requirements in the ground lease.

RATIONALE FOR RECOMMENDATION
The proposed side letter agreement and consent to sublease continues the productive use of the dock area adjacent to the Doubletree, providing an amenity to the community and needed revenue to the Marina Fund.

ALTERNATIVE ACTIONS CONSIDERED
None

CONTACT PERSON
Scott Ferris, Parks, Recreation & Waterfront, 510-981-6700 Christina Erickson, Parks, Recreation & Waterfront, 510-981-6703

Attachments:

1. Resolution
Exhibit A: Side Letter: Agreement for Sublease for Dock and Other Facilities by and between the City of Berkeley, 200 Marina Blvd, Berkeley, LLC and Hornblower Yachts, Inc.

Exhibit B: Sublease for Dock and Facilities by and between 200 Marina Blvd, Berkeley, LLC and Hornblower Yachts, Inc.

RESOLUTION NO. -N.S.

SIDE LETTER AGREEMENT FOR HORNBLOWER SUBLEASE
WHEREAS, in April 2020, the City Council approved a 60-year lease agreement with 200 Marina Blvd, Berkeley LLC, the owner/ground lessee of the Doubletree Hotel at the Berkeley Waterfront; and
WHEREAS, the leased premises includes a 1,000 ft dock which houses the Hornblower Yacht, a dinner cruise yacht operator; and
WHEREAS, Hornblower, Inc. has operated under sublease to the Doubletree since 2008, and recently negotiated a new sublease in 2023, including a term of 9 years plus two 5- year options; and
WHEREAS, a new side letter agreement between the City, Doubletree and Hornblower is required in order to provide the City’s consent to sublease and to memorialize that the City will continue to receive a 25% share of sublease revenue.

NOW THEREFORE, BE IT RESOLVED that the Council of the City of Berkeley authorizes the City Manager to execute a side letter agreement with 200 Marina Boulevard, Berkeley, LLC to memorialize the terms and amount of Hornblower sublease rent payments and the City’s consent to the Hornblower sublease at the Doubletree Hotel at the Berkeley Waterfront. The side letter and sublease shall be substantially in the form attached hereto as Exhibits “A” and “B”.

Exhibits:

A: Side Letter: Agreement for Sublease for Dock and Other Facilities by and between the City of Berkeley, 200 Marina Blvd, Berkeley, LLC and Hornblower Yachts, Inc.

B: Sublease for Dock and Facilities by and between 200 Marina Blvd, Berkeley, LLC and Hornblower Yachts, Inc.

Office of the City Manager
_____, 2023
200 Marina Boulevard, Berkeley, LLC
c/o Junson Assets Management LLC
140 East 45th Street, 29th Fl
New York, New York 10017

HORNBLOWER YACHTS, INC
Pier 3, The Embarcadero
San Francisco, California 94111
Re: Agreement for Sublease for
Dock and Other Facilities by and between 200 Marina Boulevard, Berkeley, LLC, a Delaware limited liability company (“Owner”), and Hornblower Yachts, Inc., a California corporation (“Hornblower”) dated ____, 2023 (“Sublease”) Dear Ladies/Gentlemen:

This letter agreement (“Letter Agreement”) memorializes (a) the terms and amount of City’s share of Horn
blower sublease rent payments, and (b) City’s consent to the Sublease pursuant to Section

13.2 of that certain Ground Lease dated May 28, 2020 (“Lease”) between the City of Berkeley, a municipal corporation (“City” or “Lessor”) as Lessor, and Owner. An executed copy of the Sublease is attached as Exhibit A, and an executed copy of the Lease is attached to the Sublease as Exhibit B.

1. City’s Hornblower Share.

A. Notwithstanding Section 13.2 of the Lease, twenty-five percen t (25%) of the Monthly
Base Rent1 (including any annual or other increases thereof, and any holdover rent amounts as described in Section 8.2 of Sublease) shall be payable by Owner to City (“City’s Hornblower Share”). The City hereby acknowledges that Owner has paid such City’s Hornblower Share with respect to the Sublease and all prior agreements with Hornblower.
1 “Monthly Base Payment” is as referenced in Sections 2.1 and 2.2 of the Sublease.

Exhibit A: Side Letter: Agreement

B. City’s Hornblower Share shall be paid by Owner to City in the same manner as Percentage Rent as set forth in Section 2.4(C) of the Lease, and shall be paid in lieu of that portion of Percentage Rent that would otherwise be attributable to Hornblower sublease rent, as a component of Hotel Gross Receipts, pursuant to Section 2.4(A) of the Lease.

C. Notwithstanding anything in the Lease to the contrary, the obligations and objectives identified in Section 13.2 of the Lease are intended to apply not only to the Sublease, but to all extensions, renewals, and reiterations thereof, and all similar agreements (whether now or in the future, and whether with Hornblower, its successors, other charter yacht operator, or similar provider) related to charter yacht operations or other use or occupancy of Charter Yacht Facility.

2. City’s Consent to Sublease. Subject to the terms and conditions contained within this Letter Agreement, City consents to the Sublease:

A. City shall not be bound by any of the terms and conditions of the Sublease, nor shall this Letter Agreement, or
City’s Consent to Sublease as set forth in this Section 2, be construed to (i) constitute a consent by City to a term in the Sublease beyond the term of the Lease; (ii) require City to recognize Hornblower in the event of a default under the Lease by any party; (iii) enlarge or in any manner increase City’s obligations or duties under the Lease; (iv) create obligations or costs to City with regards to the Sublease; or (v) require that City first exhaust its remedies against Owner before proceeding against Hornblower, or first exhaust its remedies against Hornblower before proceeding against Owner, in any action under the Lease.

B. Except for the provision above entitled “City’s Hornblower Share,” nothing herein shall be deemed to amend any provision of the Lease, all of the rights of City under the Lease are hereby expressly reserved, and the Lease shall control in the event of any conflict between the Lease and the Sublease.

C. Nothing herein or in the Sublease shall be deemed to waive any of City’s rights under the Lease or relieve Owner of any of its obligations under the Lease, nor shall this Letter Agreement or the Sublease waive or render unnecessary City’s consent to or approval of any subsequent act or agreement by Owner (including City’s consent to any other sublease or similar agreement).

D. In addition to other Sublease requirements, (i) Hornblower shall observe and comply with all applicable Laws as that term is defined in Section 5.8 of the Lease, and any labor peace policy ordinance of City of Berkeley Ordinance that is effective as of the date of this Side Letter and that is applicable to Sublessor; (ii) copies of notices of default and other material changes to the terms or conditions of the Sublease (including changes to any Payments as defined therein) given under the Sublease shall be provided to City concurrently by the noticing party at the addresses set forth in the Basic Lease Information of the Lease; (iii) the defined term “Indemnitees” under Sublease Section 3.2 of the Sublease shall include Lessor and each of its officers, officials, agents, volunteers and employees; (iv) Hornblower shall indemnify City in the same manner as Hornblower is required to indemnify Owner under the Sublease, except that such indemnity shall not apply to the extent damages or losses are caused by City’s sole or active negligence or willful misconduct and except that in any action in which counsel is chosen by Hornblower to represent City under Sublease Sections 3.2 or 11.2, the Berkeley City Attorney’s Office shall have the right to participate in the City’s defense at the City’s sole cost and

expense; (v) Hornblower shall expressly name City as an additional insured under each insurance policy required under the Sublease (except Worker’s Compensation and Employer’s Liability Insurance, as used in Section 10.1 of the Sublease); and (vi) Hornblower assumes and agrees to perform and be bound by all covenants, conditions and obligations binding upon Owner as Lessee under the Lease with regard to the Subleased Premises; provided, however, that Hornblower does not assume and shall not be obligated to perform Owner’s obligations as Lessee under the Lease to pay Rent (as defined in the Lease) except to the extent set forth in the Sublease.

E. The Sublease is expressly subject and subordinate to the Lease and all amendments thereto, that certain statutory grant from the State of California to the City of Berkley, as set forth in Statutes 1913, Chapter 347, as amended, and any other encumbrances, restrictions, or mortgages on City’s interest in the Premises. The Lease is incorporated into the Sublease and made a part thereof by its attachment to the Sublease as Exhibit B thereto.

3. Miscellaneous Provisions. Each exhibit referred to in this Letter Agreement is attached hereto and incorporated by reference, as though fully restated herein. This Letter Agreement constitutes the entire understanding and agreement among City, Owner, and Hornblower with respect to City’s consent to the Sublease, and supersedes all prior agreements and understandings, written or oral, between lessor, Owner, and Hornblower with respect to such consent. Each of the parties has read this Letter Agreement and any waivers and releases contained herein and on advice of counsel each party has freely and voluntarily entered into this Letter Agreement. Capitalized terms not otherwise defined herein have the meaning set forth in the Lease, captions and headings are for convenience only, “may” is permissive, “shall” is mandatory, “or” is inclusive, and variations of the words “include” shall be interpreted as though followed by the words “without limitation.” This Letter Agreement shall not and cannot be modified or amended, nor any term or provision be waived or discharged, except as expressly stated in a writing signed by City, Owner and Hornblower as to sections 2 and 3 hereof (City’s Consent to Sublease, Miscellaneous), and by City and Owner only as to section 1 hereof (City’s Hornblower Share). This Letter Agreement shall be construed in accordance with, and be governed by, the laws of the State of California without regard to conflict of law principles. If any party commences litigation or similar proceeding against any other party in connection with this Letter Agreement, each party waives any right to a trial by jury and the prevailing party shall be entitled to an award of reasonable attorney’s fees and costs incurred. This Letter Agreement shall be binding upon the parties to it and their respective heirs, representatives, successors and assigns. If any provision hereof or the application of any such provision shall be held by a court of competent jurisdiction to be invalid, void or unenforceable to any extent, the remaining provisions hereof and the application thereof shall remain in full force and effect and shall not be affected, impaired or invalidated.

[Signatures follow on next page]

CITY OF BERKELEY,
a municipal corporation

By: ______________________
Name:

Title:

Acknowledged and Agreed:
200 MARINA BOULEVARD, BERKELEY, LLC,
a Delaware limited liability company

By: Junson Assets Management LLC,
a Delaware limited liability company, its Manager

By: _______________________
Name: _____________________
Title: ______________________

Acknowledged and Agreed:

HORNBLOWER YACHTS, INC.,
a California corporation

By: _______________________
Name: _____________________
Title: ______________________

Execution Version
082254\10472070v6

SUBLEASE FOR DOCK AND O

THER FACILITIES

BETWEEN
200

MARINA BOULEVARD, BERK

ELEY, LLC
(SUBLESSOR)
AND
HORNBLOWER YACHTS, INC.
(HORNBLOWER)
Exhibit B: Sublease - Hornblower

Execution Version
082254\10472070v6

SUBLEASE FOR DOCK AND OTHER FACILITIES
This Sublease for Dock and Other Facilities ( “Agreement”) is entered into as of ___________, 2023 (the “Effective Date”), by and between 200 Marina Boulevard, Berkeley, LLC, a Delaware limited liability company (“Sublessor” ), as sublessor, and HORNBLOWER YACHTS, INC., a California corporation (“Hornblower”), as sublessee.

RECITALS
A. Pursuant to that certain Ground Lease dated as of January 18, 2008 (the “Ground Lease”) by and between the City of Berk eley, a municipal corpora tion, and Sublessor, as successor-in-interest to Boykin Berkeley, LLC, a Delaware limited liability company (“Boykin”), Sublessor leases certain land owned by the City of Berkeley and operates a hotel and restaurant facility that has been constructed thereon (the “Facility”), which Facility is currently known as the DoubleTree by Hilton Berkeley Marina.

B. Pursuant to that certain Agreement for Use of Dock and Other Facilities dated as of May 28, 2008 (th
e “Prior Agreement”), by and between Boykin and Hornblower, Hornblower has the right to occupy and use of a portion of the Facility for docking, vessel maintenance, food preparation and office space.

C. Sublessor, as the successor -in-interest to Boykin under the Prior Agreement, and H
ornblower now desire to amend and restate the Prior Agreement in its entirety and enter into this Agreement, which establishes the terms and conditions for Hornblower's sublease and continuing occupancy and use of such portions of the Facility.

AGREEMENT
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessor and Hornblower hereby agree as follows:

Article 1

PREMISES, TERM

1.1 AMENDMENT AND RESTATEMENT OF PRIOR AGREEMENT . The Prior Agreement, to the extent that it is still in effect, is hereby amended and restated in its entirety as of the Commencement Date of this Agreement.

1.2 SUBLEASE OF THE PREMISES. Sublessor hereby sublease s to Hornblower, and Hornblower hereby subleases from Sublessor, the Premises (as defined below) for the Term (as defined below) of this Agreement. The “Premises” include the following four (4) portions of the Facility:
(a) the berths and associated marginal float described in Section 5.16.E of the Ground Lease (the “ Bert
h Area”), which is located on the western -most portion of the Facility as shown on Exhibit A attached hereto;

082254\10472070v6 2

(b) the Charter Yacht Facility, as described in Section 5.16.G of the Ground Lease (the “Charter Yacht Facility”);
(c) office space consisting of approximately 250 square feet commonly known as the Restaurant Alcove, located dockside of the restaurant portion of the Facility (the “Restaurant Alcove Office Area”, together the “Office Ar ea”) as shown on Exhibit A attached hereto.

All such portions of the Facility comprising the Premises are depicted on the plan attached hereto as Exh
ibit A. A copy of the Ground Lease is attached hereto as Exhibit B.

In addition, during the Term, Hornblower shall have the non- exclusive right to use the common areas of the Facility, including but not limited to the parking areas, drive aisle s and driveways, and sidewalks, as well as the public and other common areas located in and around the Hotel and Restaurant portions of the Facility, including but not limited to entryways, lobbies, and hallwaysin each case, for the purpose of ingress and egress to and from the Premises.

1.3 CONTINUED USE OF PREMISES AND COMMON AREAS . Pursuant to this Agreement, as of the Commencement Date (defined below), Hornblower shall have the continued right to the use and occupancy of the Premises, access to the Premises, and use of the common areas of the Facility, subject to Sublessor’s obligations hereunder.

1.4 TERM. The Commencement Date shall be the date upon which Suble ssor obtains written
consent to enter into this Agreement from the City Manager of the City of Berkeley pursuant to the Ground Lease. Sublessor shall use commercially reasonab le efforts to obtain the consent of the City Manager of the City of Berkeley to this Agreement within thirty (30) days after the date of execution of this Agreement by both Sublessor and Hornblower. As part of the request for consent to this Agreement, Sublessor shall use commercially reasonable efforts to obtain a non-disturbance agreement from the City of Berkeley (in a form reasonably acceptable to Hornblower) for the benefit of Hornblower so that in the event the Ground Lease is terminated, the City of Berkeley will recognize and not disturb Hornblower’s rights under this Agreement; provided that, the failure to obtain a non-disturbance agreement by the City of Berkeley shall not be a default hereunder or permit Hornblower the right to terminate this Agreement . If the Commencement Date has not occurred within thirty (30) days of the execution of this Agreement by both Sublessor and Hor nblower, Hornblower shall have the right, at any time thereafter, to terminate this Agree ment by delivering written notice of termination to Sublessor. The term of this Agreement shall expire (unless sooner terminated pursuant to the terms of this Agreement or unless extended pursuant to Section 1.6 below ) [one hundred eight (108) months] after the Commencement Date (th e “Term”)

1. Sublessor and Hornblower shall
confirm in writing the Commencement Date and the termination date of this Agreement.

Notwithstanding the foregoing, in the event the Ground Lease is terminated for any reason, this Agreement shall immediately terminate and be of no further force and effect.

1 Note: To update month count upon final execution date to account for the lapsed time from last lease signing.

082254\10472070v6 3

1.5 CONDITION OF PREMISES. The Parties acknowledge that Hornblower presently uses the Berth Area, the Office Area and the Charter Yacht Facility pursuant to the terms of the Prior Agreement. Hornblower shall be conclusively deemed to have accepted the Berth Area, the Office Area and the Charter Yacht Facility “AS IS” in the condition existing on the Commencement Date and to have waived all claims relating to the condition of the Berth Area, the Office Area and the Charter Yacht Facilit y. Sublessor makes no representation or warranty, express or implied, with respect to the condition of the Premises or the suitability thereof for use by Hornblower.

1.6 OPTION TO EXTEND. Sublessor hereby grants Hornblower an option to extend the Term for two additional periods of five (5) years each (each an “Extension Term” and together the “Extension Terms”), commencing immediately after the expiration of the initial Term and the first Extension Term, as applicable, upon the same material terms and conditi ons contained herein, including the annual increases in the Monthly Base Rent provided for in Section 2.2 hereof, except that there shall be no further options to extend the Term following Hornblower’s exercise of the second Extension Term granted by this Section

1.6. Notice of Hornblower's election to exercise the options to extend granted herein must be delivered to Sublessor in writing upon 180 days prior to expiration of the initial Term and the first Extension Term, as applicable. If Hornblower properl y exercises the options granted herein, references in the Agreement to the “Term” shall be deemed to include the first Extension Term or second Extension Term, as applicable, unless the context clearly provides otherwise. Notwithstanding anything to the contrary contained herein, all option rights of Hornblower pursuant to this Section 1.6 shall automatically terminate without notice and shall be of no further force and effect, whether or not Hornblower has timely exercised the options granted herein, if a Default exists at the time of exercise of the options or at the time of commencement of the first Extension Term or Second Extension Term, as applicable.

1.7 EARLY TERMINATION. During the Initial Term, Hornbl ower shall have the right to
terminate this Agreement upon one hundred eighty (180) days advance written notice, provided that, Hornblower pay to Sublessor on the effective date of such termination an amount equal to the sum of the Monthly Base Rent that would have been payable for the twenty-four (24) months following the date of such termination if the Lease had not been terminated.

Article 2
PAYM
ENTS

2.1 MONTHLY BASE RENT. Hor nblower agrees to pay to Sublessor without any prior notice or demand in immediately available funds and without any deduction or offset whatsoever, Monthly Base Rent (as defined below) and all other charges, payments, late fees or other amounts required to be paid by Hornblower under this Agreement (collectively, “Payments”). Monthly Base Rent shall be paid monthly in advance on the first day of each month of the Term. Monthly Base Rent shall be prorated for partial calendar months within the Term. Unpaid Payments shall bear interest at two (2) percentage points above the rate from time to time announced by Wells Fargo, N.A. at its San Francisco office as its prime rate, but in no event higher than the maximum rate permitted by Law (“Default Rate”) from

082254\10472070v6 4

the date due until paid; provided, however, the Default Rate shall not commence to accrue until Hornblower is given three (3) business days notice and opportunity to cure.

Hornblower's covenant to pay Payments shall be independent of every other covenant in this Agreement.

2.2 MONTHLY BASE RENT: ANNUAL INCREASE. During the first year of the Term, the “Monthly Base Rent” shall be $ 8,800. Commencing with the anniversary of the Commencement Date occurring in 2024 and on each subsequent anniversary of the Commencement Date thereafter (each, an “ Adjustment D ate”), including the commencement of any Extension Term and each year thereafter during any Extension Term, the Monthly Base Rent shall be increased to the greater of (A) 105% of the Monthly Base Rent in effect during the year preceding such Adjustment Dat e, or (B) the Monthly Base Rent in effect during the year preceding such Adjustment Date increased by the percentage increase, if any, in the CPI (as defined below) during such immediately preceding year (such CPI increase in the Monthly Base Rent shall be calculated by multiplying the Monthly Base Rent in effect immediately prior to such Adjustment Date by a fraction, the numerator of which is the CPI most recently published and in effect prior to the Adjustment Date and the denominator of which is the CPI most recently published and in effect one year prior to the Adjustment Date). Sublessor shall provide written notice to Hornblower of each annual increase in Monthly Base Rent, and the calculations supporting the same, at least thirty (30) days prior to each Adjustment Date.

2.2.1 As used herein, the term “ CPI” s
hall mean the Consumer Price Index for
All Urban Consumers (1982 - 1984 = 100), San Francisco- Oakland-San Jose, California All Items, published by the United States Department of Labor, Bureau of Labor Statistics (the “Bureau”). In the event that the Bureau ceases to use the 1982- 84, base of 100 as the basis of calculation and the Bureau does not recalculate the then applicable CPI number for all years including 1982- 84, or the CPI shall be discontinued for any reason, then the parties shall thereafter accept and use such other CPI or comparable statistics on the cost of living for the United States as shall be computed and published by an agency of the United States or by a responsible financial periodical of recognized authority selected by Sublessor and reasonably approved by Hornblower.

2.3 TAX PAYMENTS. Promptly upon request by Suble
ssor, Hornblower shall pay to
Sublessor or to the applicable taxing authority any and all taxes payable by Sublessor levied or assessed upon the value of Hornblower's personal property located in the Premises, the amounts payable under this Agreement, or resulting from any alterations to the Premises undertaken by Hornblower. Such tax payments shall constitute Payments, pursuant to this Agreement. Hornblower shall be solely responsible for, and shall pay directly to the applicable taxing authority, all personal property taxes on any and all equipment or vehicles used by Hornblower on the Premises.

2.4 OTHER FINANCIAL REQUIREMENTS. Hornblower shall provide, promptly following the request of either Sublessor or the City of Berkeley, statements of receipts of and business transacted by Hornblower, as set forth in Section 2.5.A.3 of the Ground Lease.

Hornblower shall also comply with the requir ements applicable to “ Concessionare Agreement” set forth in Section 2.5.C of the Ground Lease.

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2.5 SECURITY DEPOSIT . Hornblower shall not be required to pay or post any type of security deposit or financial assurance in connection with Hornblower’s obligations under this Agreement.

Article 3
HORNB

LOWER'S USE OF THE BERTH AREA AND CHARTER YACHT FACILITY

3.1 USE LIMITATIONS. Hor nblower shall use the Berth Area only for charter yacht docking and loading and unloading of supplies and passengers and other uses permitted under Section 5.16.E of the Ground Lease. From time to time upon Sublessor’s request on no less than 72 hours’ notice, Hornblower shall relocate its v essels for up to 4 hours at a time (taking into consideration loading/unloading of Hornblower events, weather, and safety conditions) from (x) the “Deck Area” or (y) such other portion of the Berth Area reasonably requested by Sublessor; provided that, in the event of a request described in the preceding clause (y), Sublessor shall pay to Hornblower $275 per hour for such relocation.

Hornblower acknowledges that its use of the Berth Area and Charter Yacht Facility is subject to the Ground Lease. Further, Hornblower hereby acknowledges and agrees that , pursuant to the Ground Lease, its use of the Charter Yacht Facility is strictly limited to food preparation, administrative and minor vessel maintenance activities aboard its charter yacht vessels. Hornblower shall not occupy or use the Berth Area or the Charter Yacht Facility for any purpose or in any manner which: (i) is unlawful or in violation of any Law or Environmental Law; (ii) may be dangerous to persons or property or which may increase the cost of, or invalidate, any policy of insurance carried on the Facility; or (iii) is contrary to or prohibited by the terms and conditions of this Agreement or the Ground Lease.

Hornblower shall at all times keep the Berth Area and the Charter Yacht Facility in good condition and repair, and in a neat and orderly condition, free of trash and rubbish, ordinary wear and tear and damage due to casualty and condemnation excepted . Hornblower may not make any improvements or alterations to the Berth Area or the Charte r Yacht Facility without Sublessor's prior written consent, not to be unreasonably withheld, conditioned, or delayed.
2As part of Hornblower’s use of the Berth Area, Charter Yacht Facility, and Office Area Hornblower and its employees and invitees shall have the right to reasonably use the publicly accessible restroom facilities in t he Hotel and Restaurant portions of the Facility; provided such use does not interfere with the use of such facilities by Sublessor, its guests, employees or invitees.

3.2 ENVIRONMENTAL RESTRICTIONS. Hornblower shall comply with all Envir onmental Laws governing the use, storage, disposal or generation of any Hazardous Materials in connection with Hornblower’s operations at and use of the Premises. Except for Hazardous Materials used by Hornblower in its operation and use of the Premises (which operation and us e shall be in compliance with app licable Environmental Laws and the Ground Lease), Hornblower shall not generate, store, handle or dispose of any Hazardous Materials in, on, or about the Premises without the prior written consent of Sublessor, which may be withheld in Sublessor 's sole discretion. In the event that Hornblower is notified of any investigation or violation of any Environmental Law arising from Hornblower's activities

2 NTD: Sublessor cannot agree to restrict itself for alterations and improvements. Hornblower is already protected from interference per general protections of quiet enjoyment.

082254\10472070v6 6

at the Premises, Hornblower shall immediately deliver to Sublessor a copy of such notice.

Sublessor may conduct such tests and studies relating to compliance by Hornblower with Environmental Laws at the Premises as Sublessor reasonably deems desirable, all of which shall be completed at Hornblower's expense. Hornblower hereby indemnifies, and agrees to defend, protect and hold harmless, Sublessor, the City of Berkeley, the operator, property manager and/or general manager for the Facility, the ground lessor under the Ground Lease, any mortgagee of the Facilit y, and their respective partners, members, managers, directors, officers, agents and employees (collectively, the “ Indemnitees”) from any and all loss, claim, demand, action, expense, liability and cost (including reasonable attorneys' fees and expenses) t o the extent arising out of Hornblower’s violation of applicable Environmental Laws in its activities on or about the Premises during the Term. In case of any action or proceeding brought against any Indemnitee arising from Hornblower’s breach of its covenants in this Section, Hornblower covenants to defend such action or proceeding by competent counsel selected by Hornblower and approved by Sublessor, in Sublessor's reasonable discretion. Sublessor reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity subject to Hornblower’s reasonable consent . As used herein, “ Hazardous Materials” means any substances, materials or wastes which are or become regulated under any Environmental Law or which are classified as hazardous or toxic under any Environmental Law, including but not limited to explosives, firearms, radioactive materials, asbestos, polychlorinated biphenyls, and petroleum products. As used herein, “ Environmental Law ” means any federal, state, or local law regulating Hazardous Materials, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Federal Water Pollution Control Act, as amended, and the Oil Pollution Act of 1970.

3.3 PARKING. Sublessor shall provide Hornblower with twen ty-five (25) parking access
cards for use by Hornblower and its employees, who shall have the right to use the parking areas at the Facility depicted on Exhibit C for vehicular parking during the Term , at no additional charge or cost to Hornblower, subject to Sublessor's generally applicable parking regulations. Hornblower’s guests and customers may park in the parking areas at the Facility at Sublessor’s standard parking rates or park off -site. Except for customary and usual service and delivery vehicles used in Hornblower's operations, Hornblower acknowledges and agrees that Hornblower shall not use parking spaces for vehicles larger than the striped size of the parking spaces. With the exception of one (1) work truck for crew usage, Hornblower’s parking rights set forth in this Agreement are limited to the use of parking spaces for short-term parking, of up to twenty-four (24) hours. If any vehicle is improperly using the parking areas, Sublessor shall have the right, in addition to all other rights and remedies of Sublessor , to tow away the vehicle without prior notice to Hornblower or any other party, and the cost thereof shall be paid to Sublessor by Hornblower within ten (10) days after notice from Sublessor to Hornblower.

3.4 SERVICES FOR THE BERTH AREA AND CHARTER YACHT FACILITY. Subl essor
shall provide fresh water service, sewer service, electrical service, garbage service (including access to and use of sufficient garbage receptacles), and access to telecommunication lines for the Berth Area and Charter Yacht Facility , in each case, sufficient for and consistent with Hornblower’s current use and enjoym ent of the Berth

082254\10472070v6 7

Area and Charter Yacht Facility, the cost for which is included in the Monthly Base Rent; provided, however, that upon Sublessor ’s installation of a separate meter or submeter for the electrical service for the Berth Area (which installation shall be at Sublessor’s sole cost and expense), then Hornblower shall be responsible for the payment of the electricity used by Hornblower at the Berth Area and Hornblower shall promptly pay to the utility supplier (in the event Hornblow er is directly billed by the utility supplier) or to Sublessor (in the event the Berth Area is submetered and Sublessor is directly billed by the utility supplier) for the charges for the electricity used by Hornblower at the Berth Area and such charges shall not be included in Monthly Base Rent . Sublessor shall not be liable for any interruption of the foregoing services, whether caused by conditions beyond the control of Sublessor or by accident, repairs, or strikes, or otherwise, nor shall such interrup tion constitute a breach of the terms of this Agreement on the part of Sublessor, except, in each case, to the extent caused by the gross negligence of willful misconduct of Sublessor. In the event of any stoppage or interruption of services or utilities, Sublessor shall diligently attempt to resume such services or utilities as promptly as practicable.

3.5 SIGNAGE: Subject to Suble
ssor’s prior written approval, which approval may not be unreasonably withheld, Hornblower’s compliance with the Berkeley Municipal Code, the “General Design Requirements” pertaining to signs attached as Exhibit B to the Ground Lease, and applicable law, Hornblower shall have the right to install minimally invasive signage in and around the Berth Area, the Charter Yacht Facility, and on Hornblower’s vessels, including but not limited to, wayfinding signage outside of the boundaries of the Premises in key locations in order to assist Hornblower’s invitees in finding their way to the Berth Area, the Charter Yacht Facility, and the Office Area.

Article 4
HORNB

LOWER'S USE OF THE OFFICE AREA

4.1 USE LIMITATIONS. Hor nblower shall have the right to occupy and use the Office Area for office and administration uses subject to such reasonable rules and regulations as Sublessor may impose from time to time (provided, however, that such rules and regulations do not materially adversely interfere with or impede Hornblower’s rights under this Agreement). Hornblower shall not occupy or use the Office Area for any purpose or in any manner which: (1) is unlawful or in violation of any Law , Environmental Law or the Ground Lease; (2) may be dangerous to persons or property or which may increase the cost of, or invalidate, any policy of insurance carried on the Facility; or (3) is contrary to or prohibited by the terms and conditions of this Agreement. Hornblower shall at all times keep the Office Area in good condition and repair, and in a neat and orderly condition, free of trash and rubbish, ordinary wear and tear and damage due to casualty and condemnation excepted. Hornblower may not make any improvements or alterations to the Office Area without Sublessor 's prior written consent, which consent shall not be unreasonably withheld. As part of Hornblower’s use of the Premises, Hornblower and its employees and invitees shall have the right to reasonably use the publicly accessible restroom facilities in the Hotel and Restaurant portions of the Facility; provided such use does not interfere with the use of such facilities by Sublessor, its guests, employees or invitees.

082254\10472070v6 8

4.2 SERVICES IN THE OFFICE AREA. Sublessor shall furnish to the Office Area electricity, heat and air conditioning, lighting, water, and sewer services sufficient for Hornblower’s comfortable use and enjoyment of the Office Area, the cost for which is included in the Monthly Base Rent. In the event Hornblower obtains telecommunication services from a shared account with Sublessor , Hornblower shall be responsible for the payment of any such services used by Hornblower and Hornblower shall promptly pay to the telecommunications provider (in the event Hornblower is directly billed by the telecommunications provider) or to Sublessor for the charges for the t elecommunications used by Hornblower and such charges shall not be included in Monthly Base Rent.

Sublessor shall not be liable for any interruption of the foregoing services, whether caused by conditions beyond the control of Sublessor or by accident, repairs, or strikes, or otherwise, nor shall such interruption constitute a breach of the terms of this Agreement on the part of Sublessor, except, in each case, to the extent caused by the gross negligence of willful misconduct of Sublessor. In the event of any stoppage or interruption of services or utilities, Sublessor shall diligently attempt to resume such services or utilities as promptly as practicable.

4.3 SIGNAGE: Subje
ct to Sublessor’s prior written approval, which approval may not be unreasonably wit hheld, Hornblower shall have the right to install minimally invasive signage (i) in the Hotel portion of the Facility on or next to the door of each of the Tiburon Room Office Area and the Restaurant Alcove Office Area and (ii) outside of the boundaries of the Premises in key locations in order to assist Hornblower’s invitees in finding their way to the Tiburon Room Office Area and the Restaurant Alcove Office Area.

Article 5

REPRESENTATIONS AND WARRANTIES
Hornbl
ower represents and warrants that, as of the Eff
ective Date, it has obtained the
licenses, approvals, and/or other permits and otherwise complied with all requirements of all federal, state and local laws necessary for Hornblower’s operations at the Berkeley marina as a charter yacht service. Without limiting the generality of the foregoing, as of the Effective Date, Hornblower has obtained all required approvals, licenses and permits for operations as a full - service charter yacht service including the service of food and liquor contemplated hereby.

Hornblower shall be responsible for maintaining and keeping in force and effect all such licenses, approvals and permits for operation the charter yacht service in compliance with all federal state and local laws during the term hereof.

Sublessor represents and warrants to Hornblower that, as of the Effective Date, a true and complete copy of the Gro
und Lease is attached hereto as Exhibit B. Sublessor also represents and warrants to Hornblower that, as of the Effective Date, the Ground Lease is in full force and effect, that the Ground Lease has not been amended, modified, or assigned except as previously disclosed to Hornblower, and that, to Sublessor’s knowledge, no default exists on the part of either Sublessor or the City of Berkeley under the Ground Lease and no event exists that would with the passing of time or the giving of notice or both could reasonably be expected to constitute a default under the Ground Lease.

082254\10472070v6 9

Hornblower is responsible for, and shall have sole and absolute discretion over, selecting and providing all crew and other personnel necessary in order to offer the charter yacht service and for payment of all wages, salaries or other compensation in connection therewith.

Article 6

MAINTENANCE
Hornblower, at Hornblower's sole cost and expense, shal l be responsible for maintenance and repair of the following in connection with its use of the Berth Area and the Charter Yacht Facilities:
(i) All normal and routine maintenance, upkeep, repair and regular cleaning of the entire Berth Area and Charter Yacht Facility as reasonably necessary during the Term or applicable Extension Term; provided, however, repai rs or replacements which are a result of Sublessor’ s damage to the Berth Area or Charter Yacht Facility shall be the responsibility of Sublessor. (ii) The major repair and replacement of the components of the Berth Area and Charter Yacht Facility (“Major Repair/Replacement Work”) as follows:
(a) Replacement of the wood piling with appropriate pilings as needed, to maintain the dock facility in a sound and safe condition(as determined by Sublessor in its reasonable discretion or as required by the Ground Lease or any applicable law, regulation or other legal requirement).
(b) Replacement of the dock surface and structure (including ramp from shore to dock facility), and the r eplacement of the existing flotation, dock substructure and/or surface materials as necessary to maintain a safe, dry dock facility for normal customer load capacity of present and contemplated additional vessels (as determined by Sublessor in its reasonable discretion or as required by the Ground Lease or any applicable law, regulation or other legal requirement).

Notwithstanding the foregoing, to the extent that any Major Repair/Replacement Work is required during the last two (2) years of the Term or applicable Extension Term of this Agreement , then Sublessor shall be responsible for the performance of such Major Repair/Replacement Work and the cost of the Major Repair/Replacement Work shall be amortized over the useful life of such Major Repair/Replacement Work. Hornblower shall be responsible for payment of the portion of the amortized cost falling within the remaining T erm of this Agreement , and Sublessor shall be responsible payment of the portion of the amortized cost fo llowing outside the T erm of this Agreement. If Hornblower extends the Term pursuant to Section 1.6 above, Hornblower shall reimburse Sublessor for any portion of amortized cost of such Major Repair/Replacement Work falling falling within the applicable Extension Term.
(iii) Maintenance, repair, and replacement of the water, sewer lines, lighting and outlets, and electrical lines and meters to the extent that they service the Berth Area and Charter Yacht Facility (complying with applicable federal, state and local codes). All electrical outlets installed or maintained by Hornblower shall become permanent fixtures of the dock facility and may not be removed at the termination of this Agreement.

082254\10472070v6 10

Hornblower shall provide a schedule of all maintenance and repair activities performed by Hornblower on the Berth Area and Charter Yacht Facilities during each calendar quarter to Sublessor within twenty (20) days after the close of each calendar quarter (i.e., March 31, June 30, September 30 and December 31). Hornblower shall not permit any lien of any mechanic, laborer or supplier or any other lien to be filed against the Premises or the Facility as a consequence of any work performed by or on behalf of Hornblower. If any such lien or claim for lien is filed, Hornblower shall within ten (10) days of receiving notice thereof (a) release such lien or claim of record or (b) deliver a bond in form and amount, and issued by surety, reasonably satisfactory to Sublessor. If Sublessor pays or discharges any such lien or claim of lien, Hornblower shall reimburse Sublessor for such amount, including expenses and attorneys' fees.

Sublessor shall, at its sole cost and expense, keep and maintain in good repair the common areas, parking areas, drive aisles, sidewalks, and paths through and across the Facility used by Hornblower and/or its guests and employees as permitted pursuant to this Agreement; unless the need for such maintenance or repairs is caused by or arises from the ac tions or omissions of Hornblower, its guests or employees, in which case Hornblower shall be responsible for such maintenance, repair, or replacement work. In the event that Hornblower notifies Sublessor of any required maintenance, repair or replacement of Facilities that is Sublessor’s obligation hereunder, then Sublessor shall use commercially reasonable efforts cause such work to be completed, unless the condition presents an immediate hazard to public health or safety, in which case Sublessor shall immediately cause such work to be completed.

Article 7

DEFAULT AND REMEDIES

7.1 EVENTS OF DEFAULT. The occurrence or existence of any one or more of the following shall constitute a “Default” by Hornblower under this Agreement: (i) Hornblower fails to pay any Monthly Base Rent or other Payment provided for hereunder when due and such failure continues for three (3) business days after written notice from Sublessor to Hornblower that such Monthly Base Rent or other Payment due hereunder is due and unpaid; (ii) Hornblower fails to observe or perform any of the other covenants, conditions or provisions of this Agreement and fails to cure such default within thirty (30) days after written notice thereof to Hornblower provided if such non -monetary default cannot reasonably be cured within 30 days Hornblower shall not be in default if it commences to cure within such 30 day period and thereafter diligently proceeds to cure; or (i ii) Hornblower is dissolved, declared insolvent or an assignment is made for the benefit of creditors or a petition is filed by or against Hornblower to declare Hornblower bankrupt or seeking a plan of reorganization or arrangement under the Bankruptcy Act, or any amendment or substitution therefore, or to delay payment of, reduce or modify Hornblower's debts, which in the case of an involuntary action is not discharged within thirty (30) days.

7.2 SUBLESSOR'S REMEDIES
(a) A Default shall entitle Sublessor to exercise the rights and remedies set forth in this Section and all other rights and remedies set forth in this Agreement or now or

082254\10472070v6 11

hereafter allowed by Law, whether legal or equitable, and all rights and remedies of Sublessor shall be cumulative and none shall exclude any other right or remedy. (b) With respect to a Default, at any time Sublessor may terminate Hornblower's right to use the Premises by three (3) days' prior written notice to Hornblower stating such election. Upon the expiration of the period stated in Sublessor's written notice of termination (and unless such notice provides an option to cure within such period and Hornblower cures the Default within such period), Hornblower's right of use and possession shall terminate and this Agreement shall terminate. Upon such termination in writing of this Agreement and Hornblower's right to use the Premises, Sublessor shall have the right, subject to applicable Law, to re -enter the Premises and dispossess Hornblower and the legal representatives of Hornblower and all other users or occupants of the Premises by unlawful detainer or other summary proceedings, or otherwise as permitted by Law, regain possession of the Premises and remove their property (including their trade fixtures and personal property), but Sublessor shall not be obligated to effect such removal, and such property may, at Sublessor's option, be stored elsewhere, sold or otherwise dealt with as permitted by Law, at the risk of, expense of and for the account of Hornblower, and the proceeds of any sale shall be applied pursuant to Law. Sublessor shall in no event be responsible for the value, preservation or safekeeping of any such property. Hornblower hereby waives all claims for damages that may be caused by Sublessor 's removing or storing Hornblower's personal property pursuant to this Section, and Hornblower hereby indemnifies, and agrees to defend, protect and hold harmless, the Indemnite es from any and all loss, claims, demands, actions, expenses, liability and cost (including reasonable attorneys' fees and expenses) arising out of or in any way related to such removal or storage.

Upon such written termination of this Agreement and Hornblower's right to use of the Premises under this Agreement, Sublessor shall have the right to recover damages for Hornblower's Default as provided for by California Civil Code Section 1951.2, including past due Payments. In addition, Sublessor shall have the right to cure any such Default, in which case Hornblower shall be liable for all reasonable costs and expenses incurred by Sublessor in curing such Default, which costs and expenses shall be due immediately upon demand and shall constitute Payments under this Agreement. (c) No delay or omission in the exercise of any right of Sublessor , and no exercise by Sublessor of its rights to perform any duty which Hornblower fails timely to perform, shall be construed as a waiver. No provision of this Agreement shall be deemed waived unless signed by Sublessor and any waiver shall not be deemed a waiver of any subsequent breach of the Agreement.

7.3 ATTORNEY'S FEES. In the event any party brings any suit or other proceeding with respect to the subject matter or enforcement of this Agreement, the prevailing party (as determined by the court, agency or other authority before which such suit or proceeding is commenced) shall, in addition to such other relief as may be awarded, be entitled to recover reasonable attorneys' fees, expenses and costs of investigation as actually incurred, including court costs, expert witness fees, costs and expenses of investigation, and all reasonable attorneys' fees, costs and expenses in any such suit or proceeding (including in any a ction or participation in or in connection with any case or proceeding under the Bankruptcy Code, 11 United States Code Sections 101 et seq., or any successor statutes, in

082254\10472070v6 12

establishing or enforcing the right to indemnification, in appellate proceedings, or in connection with the enforcement or collection of any judgment obtained in any such suit or proceeding).

7.4 BANKRUPTCY. Any election to assume this Agreement under Chapt er 11 or 13 of the

Bankruptcy Code by Hornblower as debtor-in-possession or by Hornblower's trustee (the “Electing Party”) must provide for: (i) the Electing Party to cure or provide to Sublessor adequate assurance that it will cure all monetary defaults u nder this Agreement within fifteen (15) days from the date of assumption and it will cure all nonmonetary defaults under this Agreement within thirty (30) days from the date of assumption. Sublessor and Hornblower acknowledge such condition to be commercia lly reasonable; and (ii) if the Electing Party has assumed this Agreement or elects to assign Hornblower's interest under this Agreement to any other person, such interest may be assigned only if the intended assignee has provided adequate assurance of future performance (as herein defined), of all of the obligations imposed on Hornblower under this Agreement. For the purposes hereof, “adequate assurance of future performance” means that t he assignee has submitted to Sublessor a current financial statement, certified by its chief financial officer, which shows to Sublessor’s reasonable satisfaction a net worth and working capital in amounts sufficient to assure the future performance by the assignee of Hornblower's obligations under this Agreement.

Article 8

SURRENDE
R OF PREMISES; HOLDING OVER

8.1 IN GENERAL. Upon t he date this Agreement expires or terminates ( such date, the “Termination Date”), Hornblower shall surrender and vacate the Premises immediately and deliver possession thereof to Sublessor in a neat, clean and orderly condition, casualty and ordinary wear and tear excepted. Hornblower shall deliver to Sublessor all keys to any portions of the Premises. All improvements in and to the Premises shall remain upon the Premises at the end of the Term without compensation to Hornblower. If Hornblower fails to perform its obligations in a timely manner, Sublessor may perform such work at Hornblower's expense.

8.2 HOLDING OVER. In the event that Hornblower holds over in possession of the Premises after the Termination Date with the written consent of Sublessor, such occupancy shall be a month-to-month tenancy subject to all the terms and provisions of this Agreement , and Hornblower shall pay Monthly Base Rent to Sublessor in an amount equal to one hundred percent (100%) of the Monthly Base Rent payable for the month immediately preceding the holding over, subject to adjustment as provided in Section 2.2. In the event that Hornblower holds over in possession of the Premises after the Termination Date without the written consent of Sublessor, such occupancy shall be a month- to-month tenancy subject to all the terms and provisions of this Agreement, and Hornblower shall pay Monthly Base Rent to Sublessor in an amount equal to one hundred fifty percent (150%) of the Monthly Base Rent payable for the month immediately preceding the holding over, subject to adjustment as provided in Section 2.2. Hornblower shall also pay all damages sustained by Sublessor by reason of such retention of possession without Sublessor’s written consent.

082254\10472070v6 13

Article 9
DAMAGE BY FIRE OR OTHER CASUALTY; CONDEMNATION

9.1 CASUALTY. If any fire or other casualty (whether insured or uninsured) renders all or substantially all of the Premises untenantable for use by Hornbblower , then Hornblower shall have the right, to be exercised in Hornblower’s sole discretion, to terminate this Agreement by delivering written notice of termination to Sublessor within thirty (30) days of the fire or casualty and Hornblower shall assign any insurance proceeds received by Hornblower to Sublessor in connection with such fire or casualty; provided that, Hornblower shall have no option to terminate this Agreement in the event the fire or casualty results from a cause required to be insured against by Hornblower pursuant to this Agreement. In the event that Hornblower does not elect to terminate this Agreement pursuant to this Section 9.1, including to the extent Hornblower does not have the option to terminate this Agreement , then (1) Hornblower shall, at Hornblower’s sole cost and expense, rebuild, repair or restore the Berth Area and/or Charter Yacht Facility to the extent damaged or destroyed, (2) Sublessor shall rebuild, repair, or restore the Office Area to the extent damaged or destroyed, and (3) Monthly Base Rent shall abate during the period of reconstruction and restoration in the same proportion to the total Monthly Base Rent as the portion of the Premises rendered untenantable bears to the entire Premises. The provisions of this Agreement constitute an express agreement with respect to any and all damage to, or destruction of, the Premises or the Facility, and any Law, including Sections 1932(2), 1933(4), 1941 and 1942 of the California Civil Code, with respect to any rights or obligations concerning damage or destruction shall have no application to this Agreement or to any damage to or destruction of the Premises or the Facility and are hereby waived.

9.2 TAKING OR CONDEMNATION. Subject to Sublessor’s rights pursuant to Article 12 of the Ground Lease, in the event that all or substant ially all of the Premises is taken or condemned for any public use or purpose (including a deed given in lieu of condemnation), then Hornblower shall have the right, to be exercised in Hornblower’ s sole discretion, to terminate this Agreement effective as of the date of such taking or condemnation by by delivering written notice of termination to Sublessor within fifteen (15) days of such taking or condemnation; provided, that, if Hornblower does not elect to terminate this Agreement pursuant to this Section 9.2, Monthly Base Rent shall be reduced in the same proportion to the total Monthly Base Rent as the portion of the Premises so taken or condemned as to the entire Premises.

Article 10

INSURANCE

10.1 HORNB
LOWER'S INSURANCE . Hornblower , at Hor nblower's expense, agrees to maintain in force, with a company or companies acceptable to Sublessor, during the Term:
(a) Commercial General Liability Insurance on a primary basis and without any right of contribution from any insurance carried by Sublessor covering the Premises on an occurrence basis against all claims for products and completed operations, personal injury/advertising injury, bodily injury, death and property damage, including contractual liability covering the indemnification provisions in. this Agreement, and such insurance shall be for such limits that are reasonably required by Sublessor from time to time but not

082254\10472070v6 14

less than a combined single limit of $10,000,000 per occurrence and $10,000,000 in the aggregate; (b) Workers' Compensation and Employers' Liability Insurance to the extent required by and in accordance with the Laws of the State of California; (c) “All Risk” (i.e., “special causes of loss”), including Earthquake, property insurance in an amount adequate to cover the full replacement cost of all equipment, installations, fixtures, docks, piers (specifically including the Berth Area and Charter Yacht Facility) and contents of the Premises, but excluding the Office Area which Sublessor shall be responsible for insuring in the event of loss; (d) maritime and marine liability insurance covering the charter yachts used by or on behalf of or by authority of Hornblower with limits of not less than Ten Million and No/100 Dollars ($10,000,000.00); (e) in the event a motor vehicle is to be used by Hornblower in connection with its business operation from the Premises, Comprehensive Automobile Liability Insurance coverage with limits of not less than Ten Million and No/100 Dollars ($10,000,000.00) combined single limit coverage against bodily injury liability and property damage liability arising out of the use by or on behalf of Hornblower, its agents and employees in connection with this Agreement, of any owned, non-owned or hired motor vehicles; (f) liquor liability insurance covering Hornblower 's serving or sel ling of alcoholic beverages with limits of not less than Ten Million and No/100 Dollars ($10,000,000) combined single limit coverage. Each policy shall (i) name Sublessor and the Indemnitees as additional insureds (except Workers' Compensation and Employers' Liability Insurance), (ii) be issued by one or more responsible insurance companies licensed to do business in the State of California with a Best's insurance rating of A -/VII or better, (iii) where applicable, provide for deductible amounts reasonably satisfactory to Sublessor and not permit co-insurance, (iv) shall provide that such insurance may not be canceled or amended without thirty (30) days' prior written notice to Sublessor, and (v) each policy of “ All-Risks” property insurance shall provide that the policy shall not be invalidated should the insured waive in writing prior to a loss, any or all rights of recovery against any other party for losses covered by such policies. Hornblower shall deliver to Sublessor , certificates of insurance and at Sublessor 's request, copies of all policies and renewals thereof to be maintained by Hornblower hereunder, upon the Effective Date and not less than ten (10) days prior to the expiration date of each policy. If Hornblower doesn't carry the insurance required hereunder or provide certificates of renewal as and when required hereunder, Sublessor may but shall not be obligated to acquire such insurance on Hornblower's behalf at Hornblower's sole cost and expense.

10.2 WAIVER OF SUBROGATION. Any policy or policies of fire, extended coverage or similar casualty insurance which either party obtains in connection with the Facility, the Premises, or Hornblower's personal property shall include a clause or endorsement denying the insurer any rights of subrogation against the other party (and the other parties named as additional insureds pursuant to this Article). Sublessor and Hornblower each waives any rights of recovery against the other (and the other parties named as additional insureds) for injury or loss due to hazards insurable by policies of fire, extended coverage or similar casualty insurance, regardless of whether such insurance policies or coverage shall actually have been obtained by the party granting such waiver, and regardless of the cause of such fire or casualty, including the negligence of the party benefiting from such waiver. Because this Section will preclude the assignment of any claim mentioned in it by way of subrogation or otherwise to an insurance company or any other person, each party to this Agreement agrees immediately to give to each of its insurance companies written notice of

082254\10472070v6 15

the terms of the mutual waivers contained in this Section and to have the insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverages by reason of the mutual waivers contained herein.

Article 11

WAIVER OF CLAIMS AND INDEMNITY

11.1 To the extent permitted by Law, Hornblower releases Sublessor and the other Indemnitees from, and waives all claims for, damage or injury to person or property sustained by Hornblower or any invitee, employee or occupant of the Premises or the Facility resulting directly or indirectly from any existing or future condition, defect, matter or thing in and about the Premises or the Facility or any part of either or any equipment or appurtenance therein, or resulting from any accident in or about the Premises or the Facility, or resulting directly or indirectly from any act or neglect of any invitee, employee or occupant of the Facility or of any other person, including Sublessor 's agents and servants, except to the extent caused by the gross negligence or willful misconduct of any such Indemnitees.

Notwithstanding any provision of this Agreement to the contrary, to the maximum extent permitted by Law, each party hereby waives, and neither party shall be liable to the other party for, any consequential damages, special damages, incidental damages, or compensation or claims for inconvenience or loss of business, rents, or profits as a result of any injury, damage, or any matter arising under this Agreement, whether or not caused by the negligence or willful and wrongful act of any of the other party.

11.2 To the extent permitted by Law, Hornb lower hereby indemnifies, and agrees to protect, defend and hold the Indemnitees harmless, against any and all actions, claims, demands, liability, costs and expenses, including reasonable attorneys' fees and expenses for the defense thereof, arising from or out of (i) Hornblower’s occupancy of the Premises, (ii) the conduct of Hornblower's business on the Premises , (iii) any breach or default on the part of Hornblower in the performance of any covenant to be performed by Hornblower pursuant to this Agreement, and (iv) any negligence or willful misconduct of Hornblower, its agents, contractors, employees, or invitees, in or about the Premises or the Facility.

Hornblower covenants to defend such action by competent counsel chosen by Hornblower and reasonably approved by Sublessor. Sublessor reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity subject to the reasonable consent of Hornblower. The foregoing indemnity shall not operate to relieve Indemnitees of liability to the extent such liability is caused by the negligence or willful and wrongful act of Indemnitees.

11.3 To the extent permitted by Law, Suble
ssor hereby indemnifies, and agrees to protect,
defend and hold Hornblower and its shareholders, partners, affiliates, managers, members, directors, officers, employees , agents, contractors, and invitees (collectively, the “Hornblower Indemnitees”) harmless, against any and all actions, losses, damages, claims, demands, liability, costs and expenses, including reasonable attorneys' fees and expenses for the defense thereof, arising from (i) the conduct of Sublessor’s business at the Facility, (ii) from any gross negligence or willful misconduct of Sublessor, its agents, contractors, employees, or invitees, in or about the Premises or the Facility, or (iii) any breach or default on the part of Sublessor in the performance of any covenant to be performed by Sublessor

082254\10472070v6 16

pursuant to this Agreement except, in each case, to the extent Hornbl ower is obligated to indemnify the Indemnitees for such actions, losses, damages, claims, demands, liability, costs and expenses, including reasonable attorneys' fees and expenses pursuant to Section

11.2. Sublessor covenants to defend such action by competent counsel chosen by Sublessor and reasonably approved by Hornblower. Hornblower reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity subject to the reasonable consent of Sublessor. The foregoing indemnity shall not operate to relieve Hornblower Indemnitees of liability to the extent such liability is caused by the negligence or willful and wrongful act of Hornblower Indemnitees.

Article 12

NOTICES
All notices provided for or permitted to be given pursuant to this Agreement must be in writing and shall be personally delivered, sent by Federal Express or other reputable overnight courier service, or by registered or certified mail, return receipt requested, in each case, with a copy by email. Notice given in the foregoing manner shall be deemed given (i) when actually received or refused by the party to whom sent if personally served or delivered by overnight courier service, or (ii ) if mailed, on the day of actual delivery or refusal as shown by th e certified mail return receipt. All notices shall be deemed to have been properly served by sending the same in accordance with this Section, addressed to the parties hereto at their respective addresses listed below:

If to Sublessor: 200 Marina Boulevard, Berkeley, LLC
c/o Junson Assets Management LLC
140 East 45
th Street, 29th Fl.

New York, NY 10017
Attn: Asset Management & Legal
Email:[email protected]; [email protected] If to Hornblower: HORNBLOWER YACHTS, INC.

Pier 3, The Embarcadero
San Francisco, California 94111
Email: [email protected];
[email protected]
The time period in which a response to any notice must be given shall commence to run from the date of acceptance of delivery by Suble
ssor or Hornblower. Rejection or other refusal to
accept or the inability to deliver because of changed address of which no notice was given, shall be deemed to be receipt of notice. By giving to the other party at least thir ty (30) days written notice thereof, either party shall have the right to change their respective addresses for notices.

Article 13

MISCELLANEOUS

082254\10472070v6 17

13.1 LATE CHARGES: DEFAULT INTEREST. All payments required hereunder (other than the Monthly Base Rent, which shall be due as hereinbefore provided) shall be paid within fifteen (15) days after Sublessor 's written demand. All such amounts (including Monthly Base Rent) not paid within three (3) business days of Hornblower’s receipt of written notice that such amounts are overdue shall bear interest from the date due until the date paid at the Default Rate. In the event Hornblower is more than five (5) days late after notice in paying any installment of Payments due under this Agreement, Hornblower shall pay Sublessor a late charge equal to ten percent ( 10%) of the delinquent installment of Payments. Hornblower agrees such delinquency will cause Sublessor to incur costs not contemplated herein, the exact amount of which will be difficult to calculate, including the cost and expense that will be incurred by Sublessor in processing delinquent payments, the amount of such late charge represents a reasonable estimate of such costs and expenses and that such late charge shall be paid to Sublessor for each delinquent payment in addition to all Payments otherwise due hereunder. The parties further agree that the payment of late charges and the payment of interest provided for above are distinct and separate from one another. Payment of interest at the Default Rate and/or of late charges shall not excuse or cure any default by Hornblower under this Agreement, nor shall any such payments prevent Sublessor from exercising any right or remedy available to Sublessor upon Hornblower's failure to pay Payments when due, including the right to terminate this Agreement.

13.2 SUBJECT TO GROUND LEASE. This Agreement and all provisions hereof are subject and subordinate to the Ground Lease and the City of Berkeley's rights as ground lessor thereunder, all to the extent exclusively relating to the Premises. Hornblower acknowledges that with respect to any provision of this Agreement that requires the consent of Sublessor, Sublessor may be required to obtain the consent of the City of Berkeley pursuant to the Ground Lease and that Sublessor may not give its consent in any case where the City of Berkeley fails to give its consent. Except to the extent of Hornblower’s obligations under this Agreement exclusively relating to the Premises, Hornblower shall have no liabilities or obligations of Sublessor under the Ground Lease, for which Sublessor shall be solely responsible (e.g., Sublessor shall be solely responsible for any obligations to pay rent or other amounts under the Ground Lease and any obligations with respect to the operation of the Hotel or the Restaurant).

13.3 DISCOUNT RATE FOR SUBLESSOR CHARTERS. Sub
ject to availability, Sublessor
shall have the right to chart er Hornblower cruises from the Premises at a discounted rate of twenty-five percent (25%) of f of standard yacht rental rates during the Term of this Agreement. In order to book a discounted charter pursuant to this Section 13.3, Sublessor shall submit a written request to Hornblower no more than sixty ( 60) days prior to the planned event specifying the date of the event, the type of cruise, and the number of planned attendees. Subject to availability and compliance with Hornblower’s applicable rules and regulations, Hornblower shall make a charter vessel available to Sublessor to charter at the discounted rate, and food and beverages aboard the charted vessel shall be offered to Sublessor and its attendees at a discounted rate of five percent (5%) off of standard food and beverage rates.

13.4 MARKETING. Sublessor and Hornblower shall use good faith efforts to explore whether there are opportunities for cross -marketing each other’s business (e.g., Hornblower will

082254\10472070v6 18

explore marketing Sublessor’s hotel and restaurant businesses to Hornblower’s customers, and Sublessor will explore marketing Hornblower’s charter yacht cruises to Sublessor ’s guests and customers); provided that, in no event shall either party engage in such marketing without the prior written consent of the other party.

13.5 NO JURY TRIAL; VENUE; JURISDICTION. To the fullest extent permitted by law, including laws enacted after the Commencement Date, each party hereto shall not seek a jury trial, hereby waives trial by jury, and agrees and consents to personal jurisdiction of the courts of the State of California, in any action or proceeding or counterclaim brought by any party hereto against the other on any matter whatsoever arising out of or connected with this Agreement, or any claim of injury, whether based on this Agreement or on tort law.

13.6 AUTHORITY. Each party represents and warrants to the other that it has full authority and power to enter into and perform its obligations hereunder, that the person executing this Agreement is fully empowered to do so, and that (other than approval by the City of Berkeley as specified in Section 1.4 herein) no consent or authorization is necessary from any third party.

13.7 ENTIRE AGREEMENT; SURVIVAL; BINDING EFFECT. This Agreement contains the entire agreement between the parties and there are no other agreements, either oral or written. The exhibits are incorporated into this Agreement and made a part hereof. This Agreement shall only be modified by a writing executed by Sublessor and Hornblower.

Neither this Agreement, nor any notice nor memorandum thereof shall be recorded by Hornblower. All provisions which by their terms survive expiration or termination of the Agreement and the waivers of the right of jury trial, and the releases and the indemnities shall survive the expiration or termination of this Agreement. Hornblower may not without the prior written consent of Sublessor, which consent shall not be unreasonably withheld, assign this Agreement or otherwise transfer its rights hereunder to use or occupy the Premises or any portion thereof, and any attempt by Hornblower to make any such transfer without such consent shall be void; provided, however, that notwithstanding the foregoing, Hornblower shall have the right to assign this Agreement or otherwise transfer its rights hereunder with notice to Sublessor but without Sublessor’s consent to (a) a successor corporation to Hornblower by merger or consolidation, (b) a purchaser of all or substantially all of Hornblower’s equity interests, assets , or business as a going concern, or (c) to any entity controlled by, controlling or under common control with Hornblower .

Subject to the foregoing restriction on transfer, this Agreement shall be binding upon and inure to the benefit of Sublessor and Hornblower and their respective heirs, legal representatives, successors and permitted assigns.

13.8 EXCULPATION. Hornblower agrees, on its behalf and on behalf of its successors and assigns, that any liability or obligation under this Agreement shall only be enforced against Sublessor's leasehold interest in the Facility (including rents, insurance, sales and condemnation proceeds) and in no event against any other assets of the Sublessor , or Sublessor's officers or members and Hornblower shall not be entitled to any judgment in excess of such amount. Sublessor agrees that no agent, advisor, representative, affiliate, employee, director, officer, partner, member, beneficiary, investor, servant, shareholder,

082254\10472070v6 19

trustee or other person or entity acting on Hornblower ’s behalf or otherwise related to or affiliated with Hornblower shall have any personal liability, directly or indirectly, under or in connection with this Agreement, and Sublessor shall look solely to Hornblower’s assets for the payment of any claim or for any performance, and Sublessor, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

13.9 ACCORD AND SATISFACTION. No payment by Hornblower or receipt by Suble ssor of a lesser amount than any installment or payment of Payments due shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or any letter accompanying any payment of Payments shall be deemed an accord and satisfaction, and acceptance shall be without prejudice to Sublessor 's right to pursue all remedies available to Sublessor. No receipt of money by Sublessor from Hornblower after the termination of this Agreement or Hornblower's right of possession of the Premises shall reinstate, continue or extend the Term. Receipt of payment from anyone other than Hornblower, is not a w aiver of any breach of this Agreement, and Sublessor may accept such payment on account of the amount due without prejudice to Sublessor's right to pursue any remedies available to Sublessor.

13.10 TIME; APPLICABLE LAW; CONSTRUCTION. Time is of the essence of this Agreement and each and all of its provisions. This Agreement shall be construed in accordance with the Laws of the State of California. If more than one person or entity signs this Agreement on behalf of Hornblower, the obligations hereunder shall be joint and several. If any term shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affe cted thereby and this Agreement shall be valid and be enforced to the fullest extent permitted by Law.

13.11 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns in accordance with the terms of this Agreement.

13.12 QUIET ENJOYMENT. Upon Hornblower paying Monthly Rent Payments hereunder and fully and faithfully observing and performing all of the terms, covenants and conditions on Hornblower’s part to be observed or performed, Hornblower may peaceably and quietly enjoy the Premises, subject, nevertheless, to the terms and conditions of this Agreement and the terms and conditions of the Ground Lease that exclusively relate to the Premises.

13.13 NO BROKERS. Each o
f Sublessor and Hornblower represents and warrants to the other that it has dealt with no real estate agent, broker or finder in connection with the negotiation and execution of this Agreement, and insofar as they know, no agent, broker or other person is entitled to any commission, finder’s fee or other compensation in connection with the negotiation and execution of this Agreement. Sublessor and Hornblower each agree to indemnify and hold harmless the other against any and all claims, demands, damages, debts, liabilities, actions, accounts, obligations, claims of legal or equitable ownership interests, whether in law or equity, costs, expenses, liens, agreements, rights, causes and causes of action of any nature whatsoever incurred by reason of any brokerage fee,

082254\10472070v6 20

commission or finder’s fee that is payable or alleged to be payable to any agent, broker or finder because of any agreement, act, omission or statement of the indemnifying party.

13.14 ESTOPPEL CERTIFICATES . Wi thin f ifteen (15) days after written request from o ne party hereto (the “Requesting Party”), the other party hereto (the “Responding Party”) shall execute and deliver to the Requesting Party, in a form reasonably requested by the Requesting Party, or any potential mortgagee, lender , assignee, or purchaser, an estoppel certificate certifying that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of the modification) , that there are no defaults hereunder and no events or circumstances that with the passing of time or giving of notice or both would constitute a default under this Agreement (or noting any such defaults, events, or circumstances), that all rents and any other sums due under this Agreement have been timely paid (or noting any that have not been paid when due), and to such other matters as may be reasonably requested by the Requesting Party.

13.15 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute an original but all of which together shall constitute but one and the same instrument. Transmission of an executed counterpart of this Agreement by electronic mail or facsimile (e.g., a PDF copy of an executed counterpart) shall have the same effect as delivery of an original signature page.

13.16 BERKELEY REQUIREMENTS.

13.16.1Living Wage Ordinance (LWO ). Hornblower agrees to pay wages in accordance with Berkeley Municipal Code Chapter 13.27, the Berkeley Living Wage Ordinance unless otherwise agreed to in a collective bargaining agreement. If Hornblower employs six or more part-time or full-time employees, and generates $350,000 or more in annual gross receipts, Hornblower will be required to provide all eligible employees with City mandated minimum compensation during the Term, as defined in B.M.C. Chapter

13.27, and well as comply with the terms enumerated herein.

13.16.2 Hornblower shall be required to maintain all reasonable records and documents that would establish whether Tenant is subject to Berkeley’s Living Wage Ordinance (“LWO”). If Hornbl
ower is subject to the LWO, as defined therein, Hornblower shall be further required to maintain monthly records of those employees located on the leased Premises. These records shall include the total number of hours worked, the number of hours spent providing service on the leased Premises, the hourly rate paid, and the amount paid by Hornblower for health benefits, if any, for each of its employees providing services under the lease. The records described in this Section shall be made available upon the Tenant’s request subject t o the Ground Lease. The refusal to produce these records upon reasonable demand shall be considered a default, subject to the provisions contained in ARTICLE 7 above.

13.16.3 If Hornblower is subject to the LWO, Hornblower shall include the requirements of the ordinance, as defined in B.M.C. Chapter 13.27, in any and all subleases in which Tenant enters with regard to the subject Premises. Hornbl ower shall be required

082254\10472070v6 21

to comply with this ordinance with regard to any employees who spend 25% or more of their compensated time on the leased Premises.

[SIGNATURES FOLLOW ON NEXT PAGE]

082254\10472070v6 22

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above.

SUBLESSOR:

200 Marina Boulevard, Berkeley, LLC, ,
a Delaware limited liability company

By:__________________________
Name: _______________________
Title_________________________

HORNBLOWER:

HORNBLOWER YACHTS, INC.,
a California corporation

By:__________________________
Name: _______________________
Title_________________________

082254\10472070v6 Exhibit A – Page 1

Exhibit A

PLAN OF PREMISES
[SEE FOLLOWING PAGES]

082254\10472070v6 Exhibit B – Page 1

Exhibit B

GROUND LEASE
[SEE ATTACHED]

082254\10472070v6 Exhibit C – Page 1

Exhibit C

DEPICTION OF PARKING AREAS
[SEE ATTACHED]

FLOOD ZONE X

FLOOD ZONE AE

FLOOD ZONE X

FLOOD ZONE X

FLOOD ZONE X

FLOOD ZONE X

FLOOD ZONE X

FLOOD ZONE AE

FLOOD ZONE AE

FLOOD ZONE AE

FLOOD ZONE AE

FLOOD ZONE AE
T

ASPHALT

CONCRETE

ASPHALT

ASPHALT

ASPHALT

ASPHALT

ASPHALT

ASPHALT

ASPHALT

ASPHALT

ASPHALT

ASPHALT
DOCK,

LOCATED FROM GOOGLE EARTH IMAGE
15 SPACES
8 SPACES
8 SPACES
16 SPACES
16 SPACES
34 SPACES
34 SPACES
10 SPACES
10 SPACES
40 SPACES
8 SPACES
7 SPACES
47 SPACES
16 SPACES
2 SPACES
3 SPACES
11 SPACES
17 SPACES
4 SPACES
9 SPACES
8 SPACES
14 SPACES
14 SPACES
2 VANSPACES
15 SPACES
12 SPACES
3 SPACES
12 SPACES 18 SPACES

OVERHANG

SPINNAKER WAY
APN: 060-2545-CITY OF BERKELEY
APN: 060-2545-

CITY OF BERKELEY

62.0'
118.8'

15.0'
132.2'

42.3'
266.0'

3.0'

3.0'

8.5'

11.5'

32.0'

56.2'

6.3'

6.2'

16.0'

40.0'

34.8'

48.5'

3.0'

3.3'

14.3'

8.8'

9.3'
114.0'

12.0'

32.0'

32.3' 26.0'

40.7'

8.8'

47.8'

36.5'
139.0'

24.8'

14.5'

8.8'

15.5'
131.3'

6.5'14.0'

50.5'

3.7'

3.0'

51.3'

16.5'

9.0'

36.2'

8.8'

11.8'
102.0'

6.5'

14.0'

6.5'
131.3'

12.5'

8.8'14.0'36.3'

12.3'

24.0'24.0'

12.0'

47.5'

12.0'24.5'

48.3'

12.0'

12.0'

24.3'

12.0'47.7'

12.0'

24.2'

35.7'

8.8'

12.5'
156.7'

12.0'

8.5'

16.7'

8.0'

62.0'
156.5'

15.8'

8.8'

40.5'

11.5'

4.5'

15.0'

9.3'

30.0'

2.8'

49.5'

7.5'

20.0'

7.5'

8.5'

30.0'

30.0'

30.0'

30.0'

19.7'

11.0'25.0'8.7'4.0'

50.7'

36.3'

10.5'

23.0'

2.0'

14.3'

7.3'

49.0'

10.5'

69.2'

2.2'8.5'

32.8'7.7'9.0'2.5'
119.3'

3.7'

18.7'

3.5'

15.5'

17.0'

3.5'

19.0'3.7'

47.5'

3.7'

19.0'3.7'

9.5'2.5'

9.0'

8.8'14.5'
3-STORY BUILDING
47,050 ± SQ.FT.

BUILDING HEIGHT = 42.9'±

NO POSTED ADDRESS
W
EE
E
E
3-STORY BUILDING
47,880 ± SQ.FT.

BUILDING HEIGHT = 42.9'±

NO POSTED ADDRESS
1-STORY POOL BUILDING1,951 ± SQ.FT.

BUILDING HEIGHT = 17.2'±

NO POSTED ADDRESS
SKYWAY
DOCK,

ITEM LOCATED FROM

GOOGLE EARTH IMAGE
DOCK,

ITEM LOCATED FROM

GOOGLE EARTH IMAGE

APPROXIMATE

HIGH TIDE LINE

APPROXIMATE

HIGH TIDE LINE

EDGE OFPAVEMENT

EDGE OF

PAVEMENT

FOUND RAILROAD SPIKE

IN MONUMENT WELL
FOUND 2-1/2" BRASS DISC

IN MONUMENT WELL
FOUND 2-1/2" BRASS DISCIN MONUMENT WELL

RIGHT OF WAY

RIGHT OF WAY

ASPHALT WALK

ASPHALT WALK

CONCRETE

CONCRETE WALK
SIGN

VIRGINIA STREET

LOCATION OF BUILDINGHEIGHT MEASUREMENT

LOCATION OF BUILDING

HEIGHT MEASUREMENT

LOCATION OF BUILDING

HEIGHT MEASUREMENT

EDGE OFPAVEMENT

MARINA BOULEVARD

RIGHT OF WAY

RIGHT OF WAY

RIGHT OF WAY

RIGHT OF WAY

RIGHT OF WAY

RIGHT OF WAY
X
X
X
X
X
X

BOLLARDS

WITH CHAIN
(TYP)
X
X
E

EDGE OFPAVEMENT
W
W
W
W
W
W
W
W
W
W
W
W
W
W
S
S
S
S
S
S
S
S
S
S
S
S
S
S
S
S
S
S
S
S

EDGE OFPAVEMENT
S
S
S
S
S
S
S
S
S
S
S
L1
L2
L3
L4
L5
L6
L7
L8
L9
L10
L11
L12
L13

UNIVERSITY
AVENUE

PORTION OF GRANT TO

THE CITY OF BERKLEY,
CHAPTER 2180, STATUTES OF 1961,
SHEET 1 OF 1,
BOOK 43 OF MAPS, PAGE 13A
200 MARINA BLVD.

BERKLEY, CA
T.P.O.B.

P.O.B.

EXHIBIT B-1

DOUBLETREE BERKLEY

GROUND LEASE DESCRIPTION
DATE OF LAST REVISION: SEPTEMBER 25, 2019
NETWORK PROJECT NUMBER. 201902886-001 RRF
1-(800)-SURVEYS (787-8397)

TRANSACTION SERVICES
www.bockandclark.com [email protected] www.NV5.com

SURVEY ZONING ENVIRONMENTAL ASSESSMENT
SCALE : 1" =
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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

CONSENT CALENDAR
July 25, 2023
To: Honorable Mayor and Members of the City Council
From: Dee Williams-Ridley, City Manager
Submitted by: Scott Ferris, Director, Parks, Recreation & Waterfront Subject: Contract No. 32200183 Amendment: Western Water Features Inc. for Renovations at King Swim Center

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute an amendment to Contract No. 32200183 with Western Water Features, Inc. for renovations at King Swim Center, increasing the contract amount by $79,000 for a total not to exceed amount of $1,179,000.

FISCAL IMPACTS OF RECOMMENDATION
Funding in the amount of $79,000 for this contract amendment is available in the FY 2023 budget in the CIP Fund (Fund 501). These funds will be carried over and appropriated as part of the First Amendment to the FY 2024 Annual Appropriations Ordinance. No other funding is required, and no other projects will be delayed due to this expenditure.

CURRENT SITUATION AND ITS EFFECTS
In 2022, the original scope of the renovation project at the King and West Campus Swim Center involved replacement of the plaster, tiles, and electrical equipment.

This amendment will allow the
upgrading of the pool chemical controller and equipment to increase the pool’s energy efficiency at the King Swim Center.

BACKGROUND
Specification No 22-11489C for renovation work at King and West Campus pools was competitively bid out in early January 2022. On January 27, 2022, the City received 2 bids, of which Western Water Features was the lowest responsive bidder.

On March 8, 2022, Council adopted Resolution No. 70,248-N.S., authorizing the contract in the amount of $1,010,000. The contract was amended on January 31, 2023 with the addition of $90,000.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
This project will improve the environmental impact of pool operations by reducing the usage of energy and chemicals.

Contract No.32200183 Amendment: Western Water Features Inc. Consent Calendar renovations at King Swim Center July 25, 2023

RATIONALE FOR RECOMMENDATION
Western Water Features, Inc. is highly qualified and responsive. They have successfully worked for the City of Berkeley and many other local municipalities. The City of Berkeley does not have the in-house labor or resources to complete this additional work.

ALTERNATIVE ACTIONS CONSIDERED
None

CONTACT PERSON
Scott Ferris, Director, Parks, Recreation & Waterfront, 510-981-6700 Attachment:
1: Resolution

RESOLUTION NO.: ##,###-N.S.

CONTRACT NO. 32200183 AMENDMENT: WESTERN WATER FEATURES INC.

RENOVATIONS AT KING SWIM CENTER
WHEREAS, in 2022, the original scope of the renovation project at the King and West Campus Swim Center involved replacement of the plaster, tiles, and electrical equipment; and
WHEREAS, specification # No 22-11489C for the plaster, tile, and electrical renovation work at King and West Campus pools was competitively bid out in early January 2022; and
WHEREAS, on January 27, 2022, the City received 2 bids, of which Western Water Features was the lowest responsive bidder.

On March 8, 2022, Council adopted
Resolution No. 70,248-N.S., authorizing the contract in the amount of $1,010,000; and WHEREAS, on January 21, 2023, the not to exceed value of the contract increased from $1,010,000 to $1,100,000 by Resolution No. 70,679; and WHEREAS, this amendment will fund the upgrading of the chemical controller and energy efficiency equipment at the King Swim Center; and WHEREAS, funding in the amount of $79,000 for this contract amendment is available in the FY 2023 budget in the CIP Fund (Fund 501). These funds will be carried over and appropriated as part of the First Amendment to the FY 2024 Annual Appropriations Ordinance.
.

WHEREAS, the City has neither the labor or resources necessary to undertake this project.

NOW THEREFORE BE IT RESOLVED that the Council of the City of Berkeley authorizes the City Manager to execute a contract amendment to Contract 32200183 with Western Water Features Inc. for the renovations at King Swim Center, increasing the contract amount by $79,000 for a total amended not to exceed amount of $1,179,000. A record signature copy of any amendments to be on file in the Office of the City Clerk.

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

CONSENT CALENDAR
July 25, 2023
To: Honorable Mayor and Members of the City Council
From: Dee Williams-Ridley, City Manager
Submitted by: Scott Ferris, Director, Parks Recreation & Waterfront Subject: $5.5M Loan for D and E Dock Replacement Project at the Berkeley Waterfront

RECOMMENDATION
Adopt a resolution authorizing the City Manager to implement one of the following options: (1) execute an Amendment to the existing $5.5M Loan Agreement with the State Division of Boating and Waterways, based on one of four proposed alternatives described below in CURRENT SITUATION; or (2) adopt a resolution authorizing the City Manager to implement an internal loan of $5.5M from the Workers Compensation Fund and/or the Stability Reserve Fund and/or Catastrophic Reserve Fund as determined by the City Manager, and repay this loan from the Transient Occupancy Tax revenue and/or the Marina Fund with the terms to be determined by the City Manager.

FISCAL IMPACTS OF RECOMMENDATION
In Options A through D, a loan from the State Division of Boating and Waterways (DBW) will cost the City approximately $4.5M in interest payments to DBW over a thirty- year period, an additional $250,000 - $375,000 in loan processing fees, and could hold $2 million in City funds in a separate account. An internal City loan as described in Option E will result in some initial loss of some interest earned by City funds, but it will be paid back to the City by the Marina Fund subject to terms determined by the City Manager. Additionally, it will save the Marina Fund up to $4.5 million in interest payments.

CURRENT SITUATION
Since 1964, the City has obtained four large loans from DBW in order to build and renovate our Waterfront docks, parking lots, utilities, breakwaters, restrooms and complete dredging: 1964 ($1.8M); 1971 ($1.5M); 1985 ($2.0M); and 2001 ($7.8M).

Three of these four loans have been repaid (using the Marina Fund). Currently, the Marina Fund is paying off the $7.8M loan authorized in 2001 (but not fully spent until 2010) and is scheduled to be paid off in 2040.

The City applied for the latest $5.5M DBW loan in 2019 to replace the D and E docks.

This $8.26M project is 90% designed and will be funded by the following four sources:

$5.5M Loan for D and E Dock Replacement Project – Berkeley Waterfront CONSENT CALENDAR July 25, 2023

the current DBW loan, Measure T1 ($684,000), the State Coastal Conservancy (SCC) grant ($1.5M), and the Marina Fund ($585,000 – portion from Doubletree Hotel Capital Contribution). After a visit from DBW commissioners and staff in 2020, the $5.5M loan was granted and executed by the City Council on March 9, 2021 (see Attachment 3).

In the late spring of 2023, DBW staff raised concerns that the language in our City Council resolution does not adequately protect them from default and that the City’s Marina Fund did not meet certain loan criteria. In recent years, the cities of Stockton, Martinez and Petaluma encountered problems repaying their DBW loans, and in 2023, based on these and other state budgetary issues, DBW’s entire state loan program may be at risk. DBW staff recently noted that the City’s Marina Fund has continued to deteriorate since agreeing to the loan in 2020, raising their concerns about the City’s ability to pay debt service not just on the new loan, but on the existing loan from 2001.

These two loans will result in a combined total of over $800,000 annual debt service payment from the Marina Fund to DBW. On June 23, 2023, the DBW Commission voted 4-1 to approve the DBW staff recommendation that they allow the City to proceed with the $5.5M loan as long as the City complies with options A, B, C, or D described below. Attachment 4 includes the detailed report and an executive summary from DBW staff.

DBW Option A
Formalize a City financial process whereby a subaccount within the Marina Fund is established solely for the purpose of repaying all outstanding DBW loans. This subaccount must be fully funded with $2 million. Funds in this subaccount may only be used for DBW loan repayments and the subaccount must be fully refreshed within 30 days of each loan payment. The subaccount must be fully funded each fiscal year before Marina Fund revenues are used for any other purpose. The subaccount shall remain fully funded until either this loan is fully repaid or until the City demonstrates to DBW for twelve (12) consecutive months that the Marina Fund has achieved the income/expense ratio and the debt service coverage ratio that DBW normally requires.

The City would agree to maintain these ratios in the Marina Fund for the life of the loan.

In the event of default, the subaccount shall be used to make loan payments and to cure any deficiencies in maintenance or operations.

The General Fund would be required to provide $2M to the Marina Fund. Benefits of this approach, as opposed to Option C, include: (1) the City has more control over the subaccount as DBW is not a signatory; (2) no cost to create a subaccount; (3) the City would still earn interest on the $2M in the subaccount. It should be noted that restricting $2M in City funds to the Marina Fund subaccount until it meets the required DBW ratios will limit the City’s ability to use these funds for other City needs.

DBW Option B
Formalize a City financial process whereby non-boating-related waterfront expenses will be paid from a specified source other than the Marina Fund, or establish an alternate revenue source (or sources) within the Marina Fund, not to include boating-related revenues, to off-set all non-boating-related expenses. Loan funds would be made

$5.5M Loan for D and E Dock Replacement Project – Berkeley Waterfront CONSENT CALENDAR July 25, 2023

available after this process is implemented and once the City demonstrates to DBW for twelve (12) consecutive months that the Marina Fund has achieved the income/expense ratio and the debt service coverage ratio that DBW normally requires. The City would agree to maintain these ratios in the Marina Fund for the life of the loan. Note: The Loan agreement will not be extended beyond the DBW funding availability, which currently expires June 30, 2026. To meet this deadline, the conditions noted above must be met, and loan funding requested no later than February 1, 2026.

This option requires an influx of General Fund or other revenues to the Marina Fund or the transfer of expenses to other funds. This option could delay the D and E dock replacement project by at least a year because of the 12 months period required to meet DBW ratios. This option helps address the long-standing financial issues related to the Marina fund by using other City funds.

DBW Option C
As a substitute for meeting the loan ratio conditions DBW normally requires, no later than March 31, 2024, the City shall establish an escrow account funded with $2 million in City funds. The funds in this account shall be held in reserve to ensure payment of debt service on both the DBW loan currently in repayment and this new loan. The escrow account shall remain fully funded until either the loan is fully repaid or when the City demonstrates to DBW for twelve (12) consecutive months that the Marina Fund has achieved the income/expense ratio and the debt service coverage ratio that DBW normally requires. The City would agree to maintain these ratios in the Marina Fund for the life of the loan.

The General Fund would be required to provide $2M to a third-party escrow account which DBW would be a signatory to and could limit any use of escrow funds. This is the least desirable option since it requires that we establish an escrow account that strictly limits City access to the principal and interest in the account, and the escrow company will charge fees to establish and maintain the account.

DBW Option D
As a substitute for meeting the loan ratio conditions DBW normally requires, no later than March 31, 2024, the City shall obtain a surety bond naming DBW as its beneficiary.

The City shall bear all expenses and other obligations associated with obtaining and maintaining the surety bond. The surety bond shall be in the amount of the outstanding principal and shall remain fully funded until either the loan is fully repaid or until the City demonstrates to DBW for twelve (12) consecutive months that the Marina Fund has achieved the income/expense ratio and the debt service coverage ratio that DBW normally requires. The City agrees to maintain these ratios in the Marina Fund for the life of the loan.

Staff estimate that this one-time fee for the surety bond will be an additional $250,000 to $375,000. This option would require the least amount of City cash up front and could be the least expensive of the DBW options in the long-term if we are unable to meet the required ratios in Marina Fund over the next several years.

$5.5M Loan for D and E Dock Replacement Project – Berkeley Waterfront CONSENT CALENDAR July 25, 2023

Option E
City of Berkeley Internal Loan
On June 22, 2023, the Council Budget and Finance Committee recommended that the City pursue an internal loan from an existing City fund instead of using the California Division of Boating and Waterways loan. This would involve borrowing the $5.5M from an existing City fund and paying the loan back with either non-Marina Fund sources or Marina Fund generated revenue once the Marina Fund becomes healthy again. A lower than 4.5% rate would save the Marina Fund significant debt service costs as the DBW loan is estimated to cost $4.5M in interest over the life of the loan (30 years). An additional benefit might be that another City fund would benefit from this interest.

City staff recommends that an internal loan of $5.5M come from the Workers Compensation Fund and/or the Stability Reserve Fund and/or Catastrophic Reserve Fund and that repayment of this loan come from the Transient Occupancy Tax (TOT) revenue generated in the Waterfront with the length of repayment and associated fees to be determined by the City Manager.

This option is the best option for the Marina Fund because it would allow the City to complete the D & E Dock Project much sooner and at a lower cost (construction costs become drastically more expensive each year), and any interest required by an internal loan would be paid back to the City from revenues generated at the Waterfront instead of to an outside entity (DBW).

BACKGROUND
Marina Fund History
In 1964, the Council passed a resolution creating the Marina Fund.1 The purpose of the Fund was to receive a $1.8M loan from the State to build the Marina, including a breakwater, dredging, adding 600 new slips to the existing 200-slip marina, slip utilities, lockers, pilings, roads, parking lots, pathways, landscaping, Marina office building, restrooms, bait shop, and chandlery. The loan required that revenue from slips and future hotel and restaurant leases would cover the costs of debt service, maintenance, and operations of the Waterfront.

In 1970, the City took on a second State loan to increase renovated slips to 1,000, complete the upland areas and sailing basin south of University Ave. In the 1970s and 1980s, the City converted the North Dike Landfill into a new park (initially known as North Waterfront Park, later renamed Cesar Chavez Park) using grants and other local funding. However, by the late 1990s, the Marina Fund showed signs of distress. Budget updates and fee reports continually described structural deficits threatening to exhaust Marina Fund reserves. For example, Council minutes from November 9, 1999 note:
1 See Resolution 39,950-N.S. to Establish the Berkeley Marina Fund for Small Craft Harbor Loan, May 12, 1964.

$5.5M Loan for D and E Dock Replacement Project – Berkeley Waterfront CONSENT CALENDAR July 25, 2023

“…The Marina is significantly under-funded and there is no current source of funds to implement core capital projects while maintaining existing Marina operations…Without a commitment by the Council to actively seek additional sources of ongoing funding beyond non-recurring grants, Marina infrastructure will continue to deteriorate...”2
Marina Fund Structural Issues
In recent years, the infrastructure at the Waterfront has experienced significant failures such as deteriorating dock systems, the closing of the Berkeley Pier, and crumbling roadways and parking lots. Due to insufficient revenues, a capital replacement fund for this infrastructure was never established. Instead, infrastructure replacement has been funded through a variety of grants, loans, the Marina Fund when possible, and most recently, one-time allocations from the General Fund and the T1 Bond Measure.

Additionally, the Marina Fund – technically an enterprise fund with an expectation that revenues cover expenses – has been expected to cover all aspects of the Waterfront including recreational activities and park expenses at Cesar Chavez Park, Shorebird Nature Center and Park, Adventure Playground, and at the South Cove area.

Until recently, staffing reductions and deferral of capital and maintenance kept the Marina Fund solvent. But over the last several years, as capital infrastructure further deteriorated and staffing levels could not be further reduced, Marina Fund revenue could no longer to cover basic operational costs. This was exacerbated in 2019 with COVID-19, which significantly reduced hotel and restaurant lease revenue at the Waterfront.

Since 2021, General Fund support has been needed to maintain Waterfront operations.

The Council authorized transfers to the Marina Fund of $1.4M in FY22 and $1.15M in FY23 using American Rescue Plan funding to keep the fund solvent. Earlier in 2023, Council solved the anticipated FY2024 $800,000 structural deficit by eliminating one year of Workers Compensation fees, funding Waterfront capital expenditures with General Fund, and using Parks Tax to cover parks-related expenses at the Waterfront.

In addition, Council allocated $1.5M from the City’s Capital Improvement Program (CIP) Fund over two years to fund the Marina Piling Replacement project ($850,000 in FY23; and $650,000 in FY24).3 Yearly transfer of City funds to cover the Marina Fund structural gap will still be needed at least through FY2027 in order to maintain operations and complete critical infrastructure projects.

Current Marina Fund Projections
Attachment 5 includes an updated Marina Fund forecast, which reflects several improved conditions.
2 See p.2 of Waterfront / Marina Fund Update, April 12, 2018 for a summary of budget reports from 1999- 2017.
3 This contract has been fully executed and pre-construction has begun.

$5.5M Loan for D and E Dock Replacement Project – Berkeley Waterfront CONSENT CALENDAR July 25, 2023

 Berth slip occupancy is improving. Marina berth occupancy has steadily increased, reaching 85.5% percent in June 2023 – a level not reached since 2015. Table 1 shows the average annual level of occupancy for the last 15 years.

With this latest surge in berth rentals, we are projecting the 2023 average occupancy to reach 83%; and 2024 to increase to 86%. Each 1% is worth approx. $50,000 in Marina Fund annual revenues.

Table 1 - Berth occupancy rate (average of Jan and July for each year) Years Occupancy
2009 94%
2010 92%
2011 85%
2012 85%
2013 88%
2014 87%
2015 87%
2016 83%
2017 80%
2018 81%
2019 78%
2020 78%
2021 79%
2022 80%
 Capital investments are paying off. Over the past 15 years, there has been a surge of capital investment in the Waterfront with more than $55M from loans, grants, local funds, and most recently $15M in a State earmark for Berkeley marina and pier projects.
 New fee increases were approved by Council. For the first time since 2015, the City is increasing slip fees – the largest source of revenue for the Marina. For the past several years, fee increases were not deemed appropriate due to safety, security and infrastructure problems. But safety and security efforts are making a difference, with security cameras in parking lots, increased presence of Waterfront monitor staff, and the Berkeley Police Department Traffic Bureau’s move to the Waterfront office space at 125-127 University last year. In addition, several dock repairs and renovations to slipholder restrooms are addressing longstanding customer concerns. The new fees include 3% increases over each of the next three years; along with larger increases in high occupancy areas like the Dry Storage spaces.
 Lease revenue is improving as the Doubletree and Skates recover from Covid and percentage rent levels increase. If a 199 Seawall lease can be secured in the next year, these figures will grow even more.

$5.5M Loan for D and E Dock Replacement Project – Berkeley Waterfront CONSENT CALENDAR July 25, 2023

 Debt service payments on the new loan are delayed a year. The projected first debt service payment of $342,000 on the new $5.5M loan must be made the August following the first disbursement. This was initially planned to occur in August 2023; but is now anticipated to be August 2024. This creates a savings in FY24 of $342,000.
 Interest income increased. High interest rates in FY23 generated $110,000 more in new revenue to City funds than the prior year.

Together, these conditions result in improved revenue projections, which reduce the level of deficit in each year. The latest projections show the annual deficit decreasing from $1.5M in FY25 to $500,000 in FY27. It should be noted that these projections include approximately $340,000 each year of additional payments to DBW for the $5.5M construction loan.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE CHANGE
There are no environmental impacts associated with the recommendation contained in this report.

RATIONALE FOR RECOMMENDATION
A loan of $5.5 million will allow the City to complete the D&E Dock Replacement Project at the Berkeley Waterfront.

ALTERNATIVE ACTIONS CONSIDERED
None

CONTACT PERSON
Scott Ferris, Parks, Recreation & Waterfront, 510-981-6700 Christina Erickson, Parks, Recreation & Waterfront, 510-981-6703

Attachments:
1: Resolution
2: Resolution
3: DBW Loan Council Resolution, March 2021
4: DBW Summary Report, June 2023
5: Marina Fund Forecast, June 2023

RESOLUTION NO. -N.S.
$5.5M LOAN FOR D AND E DOCK REPLACEMENT PROJECT AT THE BERKELEY

WATERFRONT
WHEREAS, in 2019, the City applied for a $5.5M DBW loan to replace the D and E docks at the Berkeley Waterfront; and
WHEREAS, after a visit from DBW commissioners and staff in 2020, the $5.5M loan was granted and executed by the City Council on March 9, 2021; and WHEREAS, in the late spring of 2023, DBW staff raised concerns that the language in our City Council resolution does not adequately protect them from default and that the City’s Marina Fund did not meet certain loan criteria. In recent years, the cities of Stockton, Martinez and Petaluma encountered problems repaying their DBW loans, and in 2023, based on these and other state budgetary issues, DBW’s entire state loan program may be at risk. DBW staff recently noted that the City’s Marina Fund has continued to deteriorate since agreeing to the loan in 2020, raising their concerns about the City’s ability to pay debt service not just on the new loan, but on the existing loan from 2001. These two loans will result in a combined total of over $800,000 annual debt service payment from the Marina Fund to DBW; and
WHEREAS, on June 23, 2023, the DBW Commission voted 4-1 to approve the DBW staff recommendation that they allow the City to proceed with the $5.5M loan as long as the City complies with one of options A, B, C, or D described in the report above; and WHEREAS, the current D & E Dock Replacement Project totaling $8.26M is 90% designed and will be funded by the following four sources: the current DBW loan, Measure T1 ($684,000), the State Coastal Conservancy (SCC) grant ($1.5M), and the Marina Fund ($585,000 – portion from Doubletree Hotel Capital Contribution).

NOW THEREFORE, BE IT RESOLVED that the Council of the City of Berkeley authorizes the City Manager to execute an Amendment to the existing $5.5M Loan Agreement with the State Division of Boating and Waterways, based on one of four proposed alternatives (A through D) described in the council report as determined by the City Manager.

RESOLUTION NO. -N.S.
$5.5M LOAN FOR D AND E DOCK REPLACEMENT PROJECT AT THE BERKELEY

WATERFRONT
WHEREAS, in 2019, the City applied for a $5.5M DBW loan to replace the D and E docks at the Berkeley Waterfront; and
WHEREAS, after a visit from DBW commissioners and staff in 2020, the $5.5M loan was granted and executed by the City Council on March 9, 2021; and WHEREAS, in the late spring of 2023, DBW staff raised concerns that the language in our City Council resolution does not adequately protect them from default and that the City’s Marina Fund did not meet certain loan criteria. In recent years, the cities of Stockton, Martinez and Petaluma encountered problems repaying their DBW loans, and in 2023, based on these and other state budgetary issues, DBW’s entire state loan program may be at risk. DBW staff recently noted that the City’s Marina Fund has continued to deteriorate since agreeing to the loan in 2020, raising their concerns about the City’s ability to pay debt service not just on the new loan, but on the existing loan from 2001. These two loans will result in a combined total of over $800,000 annual debt service payment from the Marina Fund to DBW; and
WHEREAS, on June 23, 2023, the DBW Commission voted 4-1 to approve the DBW staff recommendation that they allow the City to proceed with the $5.5M loan as long as the City complies with one of options A, B, C, or D described in the report above; and WHEREAS, the current D & E Dock Replacement Project totaling $8.26M is 90% designed and will be funded by the following four sources: the current DBW loan, Measure T1 ($684,000), the State Coastal Conservancy (SCC) grant ($1.5M), and the Marina Fund ($585,000 – portion from Doubletree Hotel Capital Contribution).

NOW THEREFORE, BE IT RESOLVED that the Council of the City of Berkeley authorizes the City Manager to implement an internal loan of $5.5M from the Workers Compensation Fund and/or the Stability Reserve Fund and/or Catastrophic Reserve Fund as determined by the City Manager, and repay this loan from the Transient Occupancy Tax revenue and/or the Marina Fund with the terms to be determined by the City Manager.

Attachment 3: Council ResolutionPage 10 of 16

1 BERKELEY MARINA LOAN

FEASIBILITY REPORT

UPDATE SUMMARY
Dock D Dock E
City of Berkeley
$5,500,
000 Loan

SUMMARY
The Department of Parks and Recreation, Division of Boating and Waterways (DBW) asks the Boating and Waterways Commission (Commission) to provide advice and comment on amending conditions that the Commission previously advised DBW to require for a $5.5 million loan from the Harbors and Watercraft Revolving Fund (HWRF) to the City of Berkeley (City) for demolition and replacement of Docks D and E at Berkeley Marina. DBW previously presented this project to the Commission for advice and comment on February 14, 2020. Since then, the City has not met three of the four conditions that the Commission advised DBW to include in the loan agreement. These conditions can be found in the full Feasibility Report Update.

The subject loan would fund design and construction of new docks, concrete piles, utilities, and necessary related infrastructure for these two docks.

There are no engineering, permitting, stakeholder or public access issues associated with this project. However, the Marina Fund, responsible for repaying the proposed loan, has a structural deficit which the City has annually supplemented with the City’s General Fund.

Since DBW made its last loan to the City for the Marina in 2005, expenses have outpaced revenues. Although boating-specific revenues appear to be sufficient to offset boating expenses, overall waterfront revenues are consistently below overall waterfront expenses and are not projected to improve under the current framework.

DBW seeks Commission advice and comment on this existing $5,500,000 loan to the City of Berkeley in light of the ongoing issues described in the June 23, 2023 Feasibility Report Update to the February 14, 2020 Feasibility Report.

Attachment 4: DBW Summary Report, June 2023Page 11 of 16

2 Cost Estimate
Based on the March 2023 engineer’s cost estimate, the estimated total project cost has increased from $5.9 million in 2020 to $7.9 million today. This total project cost includes construction, escalation, construction contingency, engineering, construction management, and inspection. The City believes it has identified additional funding sources to pay for this funding gap.

The Marina Fund
Over the years, the Marina Fund’s resources have become strained as land adjacent to the marina has been developed for parks, other non-boating recreation, and special events. Marina Fund resources have been used to bear these expenses, which cities typically pay for with general funds or special assessments. Marina Fund revenues have not kept up with the added expenses and a significant proportion of the Marina Fund’s revenues support non-revenue- generating activities. This is not how enterprise funds are typically used. Generally accepted accounting principles require state and local governments to use enterprise funds to account for “business-type activities” – activities similar to those found in the private sector. Business-type activities include services primarily funded through user fees.

Recent Support from General Fund
The City’s General Fund has historically been financially stable, and in recent years it has transferred funds to the Marina Fund to offset annual structural imbalances. However, these transfers are discretionary. The City recently transferred American Rescue Plan funds to the Marina Fund in 2022 (amount of $1.45 million) and 2023 (amount of $1.1 million) to address operating deficits in that fund.

Because this practice is discretionary and not guaranteed for future years, DBW’s financial analysis cannot assume the City will continue to provide General Fund resources to the Marina Fund. According to City staff, General Fund transfers and other one-time solutions have been providing similar support to the Marina Fund for the last several years. The City is not legally obligated to do this, and if other budgetary priorities were to become higher, the Marina Fund could fall further into deficit, putting loan repayments and marina maintenance in jeopardy.

Existing Conditions to the Loan
In February 2020, the Commission advised DBW to include the four conditions of the original loan agreement. Three of the four conditions have not been met. Two of the three conditions included the Marina Fund reaching financial ratios that proved its solvency. The third condition related to permitting which has been delayed, in part, because of the ongoing financial issues.

Condition Four (4) in the existing loan agreement states:

• The Berkeley City Council shall adopt a resolution accepting the loan funds. The language of the resolution shall acknowledge the Marina Fund does not currently meet the income/expense ratio required by DBW and is not forecasted to do so, and the language of the resolution must further state that in the event the Marina Fund cannot fulfill its repayment obligation for this loan in any fiscal year, the City shall supplement that year’s repayment from any legally available source, for every year until the loan is fully repaid. This condition may be withdrawn if and when the City demonstrates meeting the required income/expense ratio and debt service coverage ratio for five consecutive years.

3 This condition has been met. However, the available source that would be used to repay the loan has not been disclosed.

Revenue
DBW forecasts Marina Fund revenues of $7.3 million in 2026, the first full year after construction of the new docks, if the City raises slip fees now and if occupancy rates for the new slips meet DBW’s expectations.

Expenses
DBW estimates the Marina Fund’s operational expenses in 2026 will be $7.7 million, before debt service is factored in.

DBW estimates that the annual debt service for the proposed $5.5 million loan will be approximately $342,000. The interest rate will be 4.5%, compounded continuously. The final payment on a prior DBW loan is expected to be due on August 1, 2044. Total debt service each year, including both this loan and a prior DBW loan, to the Marina will be $828,000.

Together, using DBW’s adjustments to the City’s original forecast, operating expenses and debt service are projected to be $8.6 million in 2026, which is $1.2 million more than operating revenues.

FINANCIAL MEASURES
Income Expense Ratio
Since 2009, in consultation with and upon recommendation of the Boating and Waterways Commission, it has been DBW’s practice to require a 1.2:1 income to expense ratio.

Income/expense ratio is the operating revenue divided by operating expenses. In 2020, the Commission advised DBW to waive this requirement if the conditions noted earlier were met. To date, those conditions have not been met.

This project would have an income/expense ratio of 0.95 in 2026, the first year after construction is complete. This ratio stays throughout the loan repayment period, based on the assumption that total operating revenues and expenses will grow at approximately the same rate (which the City’s original projections included).

Because the income expense ratio is below 1.2, it does not meet the Commission’s minimum requirement.

Debt Service Coverage Ratio
The debt service coverage ratio (DSCR) is a measure of an entity’s capacity to not only maintain operations, but also to afford debt. DSCR is the net operating income divided by total debt service. The minimum DSCR established by the Commission at its May 2009 meeting was

1.25 for public marina loans. The DSCR for this loan is negative.

Alternative analysis: Separating Boating Activities from Non-Boating Activities During preparation of this report, the City gave DBW a list of current year Marina Fund expenses, and estimated the percentage of each expense category that is related to boating operations at the Marina. Based on DBW’s analysis, operating expenses specific to boating represent about 45% of all operating expenses coming out of the Marina Fund this year. Other

4 operating expenses go to various activities like park maintenance, building maintenance, and non-boating-related personnel expenses.

After receiving this data, DBW conducted a second financial analysis that excluded all non- boating revenue (such as waterfront leases and special event fees) and all non-boating expenses. Using this approach, the income/expense ratio is above 1.2 throughout the loan payback period, and the DSCR goes above 1.25 in 2025 and continues to increase throughout the payback period.

While this analysis is more encouraging, it also highlights the magnitude of the City’s reliance on the Marina Fund to support non-boating activities. The boating/non-boating expense breakdown the City shared was an informal report prepared at DBW’s request, which the City Council has not had an opportunity to review and potentially shift non-boating expenses to strengthen the Marina Fund. Classifications of the expenses are imprecise since some expenses are not strictly boating or non-boating. For example, some City staff work on both boating and non- boating activities, while some staff work on site at the Marina and others elsewhere, so personnel expenses and their related overhead can only be allocated between boating and non- boating activities by using estimated workloads.

Based on the expense breakdown the City reported, and with DBW staff’s historic experience with marinas and borrowers across the state, DBW believes the Berkeley Marina generates more than sufficient revenue from boating activities to cover the projected debt service for this loan. However, because the City uses a significant proportion of Marina Fund resources for non- boating activities throughout the waterfront, there would be a perpetual and sustained liability on the Marina Fund, and potential liability on the City’s General Fund or other applicable special funds. As DBW has seen in previous loans that had developed similar imbalances, this could degrade investments in marina maintenance and operations, which may cause the marina loan repayments to be subject to a delinquent status.

CONCLUSION
DBW’s analysis indicates that this project is feasible from engineering, permitting, stakeholder, and public access perspectives. However, the Marina Fund responsible for repaying this loan cannot sustain repayment as currently structured. Further, the City has not restructured revenues and expenses to ensure the Fund is sustainable for the term of this loan.

ADVICE AND COMMENT
DBW seeks Commission’s advice and comment on the potential alternatives for addressing the current challenges associated with this loan. Prior to loan disbursement:

A. Formalize a City financial process whereby a subaccount within the Marina Fund is established solely for the purpose of repaying all outstanding DBW loans. This subaccount must be fully funded with $2 million. Funding within the subaccount must only be used by the City for DBW loan repayments and the subaccount must be fully refreshed within 30 days of each loan payment. The subaccount must be fully funded each fiscal year before Marina Fund revenues are used for any other purpose. The subaccount shall remain fully funded until either this loan is fully repaid or until the City demonstrates to DBW for twelve (12) consecutive months that the Marina Fund has achieved the income/expense ratio and the debt service coverage ratio that DBW normally requires. The City agrees to maintain these ratios in the Marina Fund for the life of the loan. In the event of default, the subaccount may be utilized by DBW for loan payments and to cure any deficiencies in maintenance or operation.

5 B. Formalize a City financial process whereby non-boating-related waterfront expenses will be paid from a specified source other than the Marina Fund, or establish an alternate revenue source (or sources) within the Marina Fund, not to include boating related revenues, to off-set all non-boating-related expenses. Loan funds would be made available after this process is implemented and once the City demonstrates to DBW for twelve (12) consecutive months that the Marina Fund has achieved the income/expense ratio and the debt service coverage ratio that DBW normally require. The City agrees to maintain these ratios in the Marina Fund for the life of the loan. Note: The Loan agreement will not be extended beyond the funding availability, which currently expires June 30, 2026. To meet this deadline, the conditions noted above must be met, and loan funding requested no later than February 1, 2026.

C. As a substitute for meeting the loan ratio conditions DBW normally requires, no later than March 31, 2024, the City shall establish an escrow account funded with $2 million in City funds. The funds in this account shall be held in reserve to ensure payment of debt service on both the DBW loan currently in repayment and this new loan. The escrow account shall remain fully funded until either the loan is fully repaid or when the City demonstrates to DBW for twelve (12) consecutive months that the Marina Fund has achieved the income/expense ratio and the debt service coverage ratio that DBW normally requires. The City agrees to maintain these ratios in the Marina Fund for the life of the loan.

D. As a substitute for meeting the loan ratio conditions DBW normally requires, no later than March 31, 2024, the City shall obtain a surety bond naming DBW as its beneficiary.

The City shall bear all expenses and other obligations associated with obtaining and maintaining the surety bond. The surety bond shall be in the amount of the outstanding principal and shall remain fully funded until either the loan is fully repaid or until the City demonstrates to DBW for twelve (12) consecutive months that the Marina Fund has achieved the income/expense ratio and the debt service coverage ratio that DBW normally requires. The City agrees to maintain these ratios in the Marina Fund for the life of the loan.

E. Cancel existing loan due to the City’s inability to meet previous conditions.

Before any alternative listed above can be incorporated into the loan agreement, City staff must seek approval from the City Council. City staff has expressed a desire to give the Council multiple alternatives from the above list to consider. All of the alternatives above would protect State interests, and providing flexibility would help the City identify an effective solution that it would be likely to implement.

DBW recommends that the loan be approved to move forward using any solution from alternatives A, B, C, and D listed above.

COMMISSION ADVICE AND COMMENT
DBW seeks Commission advice and comment on this existing $5,500,000 loan to the City of Berkeley in light of the ongoing issues described in the June 23, 2023 Feasibility Report Update to the February 14, 2020 Feasibility Report.

Department of Parks, Recreation & Waterfront
5-Year Financial Plan - Marina Fund (825) - With Fee Increases 06/14/23
Description / Account 2018 2019 2020 2021 2022 2023
Adopted
2023
Revised
2023
Projected
2024
Projected 2025 2026 2027
Beginning Fund Balance (825-9701-399.99-01) 3,998,848 3,058,152 3,503,847 3,151,380 5,461,419 4,411,407 4,520,961 4,520,155 723,877 (771,687) (2,300,391) (3,259,460) Revenues
Dmg to Cty 396 18
Short and Over (825-3302-360.05-01) 0 (25) (1,078) (112) (20) 00 0000 Interest Invest Pool (825-3302-361.30-01) 45,562 73,621 42,706 802 9,266 2,000 2, 000 120,000 25,000 25,000 25,000 25,000 Marina Benches / Trees (825-5902-368.20-01) 10,200 20,400 3,400 0 27,200 6,800 6,800 13,600 6,800 6,800 6,800 6,800 Sewer Service/Marina (825-5903-344.20-41) 3,975 3,748 3,750 3,850 3,974 4,045 4,045 4,045 4,146 4,250 4,356 Live Aboard Fees (825-5903-347.41-38) 250,924 261,215 259,664 256,143 266,631 262,547 262,547 244,215 269,111 273,690 280,533 280,533 Launch Ramp (825-5903-347.60-02) 76,671 102,724 129,657 121,220 95,360 80,000 80,000 80,000 84,000 82,000 84,050 86,151 Dry Storage (825-5903-347.60-07) 87,596 104,421 105,928 105,671 109,737 108,313 108,313 108,313 169,513 169,513 173,751 173,751 Charter Boat Fees (825-5903-347.60-11) 137,057 111,993 113,012 66,935 98,469 82,000 82,000 89,229 84,050 86,151 88,305 90,513 Locker Rentals (825-5903-347.60-03) 16,369 17,879 9,523 20,773 24,609 21,292 21,292 21,292 21,824 22,370 22,929 23,502 EV Charging Stations (825-5903-347.60-05) 2,839 3,268 2,380 1,946 3,686 3,280 3,280 3,280 3,362 3,446 3,618 3,799 Miscellaneous (825-5903-347.60-99) 24,857 49,855 37,304 105,389 29,916 30,922 30,922 36,369 40,507 41,317 41,317 43,383 Fines & Penalties (825-5903-353.47-01) 78,524 71,087 76,835 64,319 66,758 64,319 64,319 64,319 64,319 64,319 64,319 64,319 Marina Leases 1,990,306 2,478,754 1,806,344 1,186,077 1,583,795 2,129,170 2,129,170 2,097,074 2,118,045 2,332,766 2,731,077 3,028,388 Berth Rentals (825-5903-347.60-01) 3,470,525 3,426,173 3,420,177 3,443,688 3,493,497 3,443,688 3,443,688 3,500,000 3,622,831 3,801,977 4,100,034 4,364,472 Special Event Parking (825-5903-368.99-99) 55,126 82,325 101,626 0 0 75,000 75,000 0000 Special Event / Filming Fees (825-5901-347.60-99) 7,000 25,000 75,000 75,000 75,000 Playground Svc Fees (825-5904-347.30-04) 30,398 30,136 8,848 (605) 105 35,000 35,000 25,000 35,000 35,000 35,000 40,000 Nature Center Fees (825-5904-347.39-12) 14,737 13,565 9,240 0 0 15,000 15,000 13,000 15,000 15,000 15,000 20,000 Donations (825-5904-368.20-99) 867 352 284 0 0 1,500 1,500 Insurance Claims (825-5903-360.99-25) 15,977
Other Revenue (825-5904-368.22-99) 00 1 ,8300000 0000
Misc Fees (Doubletree Capital Payment) 3,000,000
Transfer from ARPA Fund 1,400,000 1,150,000 1,150,000 1,150,000 Subtotal, Revenues 6,296,532 6,851,491 6,131,825 8,376,115 7,212,983 7,514,876 7,514,877 7,592,713 6,588,507 7,038,600 7,751,089 8,325,611 -
Expenditures
Personnel 3,619,415 3,579,940 3,142,775 3,220,688 3,352,407 4,262,025 4,262,025 3,916,530 4,253,438 4,338,506 4,425,277 4,513,782 Non-Personnel (excludes debt svc & capital) 1,982,484 2,111,462 1,930,250 1,841,572 2,120,261 2,509,625 2,480,109 2,590,109 2,744,915 2,801,078 2,857,163 2,914,309 Capital Projects 1,149,602 228,675 782,038 345,016 2,038,295 650,000 4,020,853 4,020,853 350,000 350,000 350,000 350,000 Minor Maintenance 143,510 173,082 156,760 250,000 375,781 375,781 250,000 250,000 250,000 250,000 Principal Payment (825-5903-450.82-10) 165,036 172,633 180,579 188,059 197,546 305,391 305,391 197,546 216,150 319,871 335,225 350,553 Interest Payment (825-5903-450.82-25) 320,683 313,086 305,140 297,660 288,173 522,328 522,328 288,173 269,569 507,848 492,494 477,166 Subtotal, Expenditures 7,237,220 6,405,796 6,484,292 6,066, 076 8,153,441 8,499,369 11,966,487 11,388,992 8,084,071 8,567,303 8,710,158 8,855,810 Operating Income / (Loss) (940,687) 445,695 (352,467) 2,310,039 (940,458) (984,493) (4,451,610) (3,796,278) (1,495,564) (1,528,704) (959,069) (530,199) Ending Fund Balance 3,058,161 3,503,847 3,151,381 5,461,419 4,520,961 3,426,914 69,351 723,877 (771,687) (2,300,391) (3,259,460) (3,789,659) Attachment 5: Marina Fund Forecast

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

CONSENT CALENDAR
July 25, 2023
To: Honorable Mayor and Members of the City Council
From: Dee Williams-Ridley, City Manager
Submitted by: Jordan Klein, Director, Planning and Development Department Subject: Accept Grant Funds from the Governor’s Office of Planning and Research to Create a New Environmental Justice Element, Update the General Plan Disaster Preparedness & Safety Element, and Develop Community-Driven Climate and Resilience Metrics

RECOMMENDATION
Adopt a Resolution authorizing the City Manager or their designee to accept the California Governor’s Office of Planning and Research (OPR) Adaptation Planning Grant Program (APGP) grant in the amount of $497,042, and to execute any resulting grant agreement, for the duration of August 31, 2023 through January 31, 2026.

FISCAL IMPACTS OF RECOMMENDATION
There is no match requirement and/or leveraging of funds required to receive these funds. The total funding available for this project is $497,042, which will be deposited into Fund 336 (One-Time-Grant). The grant will fund consultant fees for technical studies and report development, costs for partner organization(s) to staff the community engagement and partnership with the Berkeley Climate Equity Collaborative, and other eligible expenses.

CURRENT SITUATION AND ITS EFFECTS
The funding from this OPR APGP grant will allow the City to update its General Plan with a new Environmental Justice (EJ) Element and an updated Disaster Preparedness and Safety Element. As part of this work, the team will conduct additional technical analyses that will also assess environmental justice impacts, which will guide strategies, goals and policies of the Disaster Preparedness and Safety Element, Environmental Justice Element, and other future General Plan Element updates.

One such technical analysis needed is to take the recent study1 of five Bay Area counties mapping the flood risks for sea level rise combined with groundwater rise, and expand it to understand the impacts on hazardous materials stored underground in Berkeley. This study will help the City better understand who is at risk of exposure to these hazardous materials when groundwater rises and moves, and how to mitigate 1 https://www.sfei.org/projects/shallow-groundwater-response-sea-level-rise

Accept Grant Funding from Office of Planning and Research CONSENT CALENDAR Adaptation Planning Grant Program July 25, 2023

these risks. Another critical information gap is to better understand and prepare for the impacts of a railway disaster involving hazardous materials.

This project will also allow the City to co-create metrics with the community that incorporate equitable outcomes to monitor and evaluate progress towards meeting the City’s climate and resilience goals. This work will be done in partnership with the Climate Equity Collaborative, which is being convened by the Ecology Center.

This project has been developed collaboratively through several departments and divisions within the City, including Land Use Planning, the Office of Energy & Sustainable Development, the Office of Emergency Services, and the Toxics Management Division, and this collaboration will continue. The City is in the process of updating the Local Hazard Mitigation Plan (LHMP), which is anticipated to be adopted as an appendix to the Disaster Preparedness and Safety Element at the end of 2024.

The work from this grant will be aligned and coordinated with the LHMP update.

The work that will be completed under this grant is a Strategic Plan Priority Project, advancing our goals to:
 Create a resilient, safe, connected, and prepared city  Champion and demonstrate social and racial equity
 Be a global leader in addressing climate change, advancing environmental justice, and protecting the environment

BACKGROUND
The California Governor’s OPR APGP is providing $25 million to help fill local, regional, and tribal planning needs, provide communities the resources to identify climate resilience priorities, and support the development of a pipeline of climate resilient infrastructure projects across the state. On March 31, 2023 the City of Berkeley, in partnership with the Ecology Center, submitted a proposal in response to the APGP Round 1 opportunity to fund the creation of a new General Plan Environmental Justice Element, update to the existing General Plan Disaster Preparedness and Safety Element, and development of community-driven climate and resilience metrics. OPR’s grant program provided an opportunity to propose more robust and coordinated climate resilience work across multiple City Departments and community partners.

The APGP received 108 applications. A total of 69 eligible projects were passed on to the interagency review panel, representing a diverse range of geographic and organizational backgrounds. On June 1, 2023, OPR announced 14 winners of Round 1 of the APGP grant, including the City of Berkeley’s proposal.

In 2021, the Berkeley City Council established a Pilot Climate Equity Fund to provide climate and resilience benefits to low-income residents in Berkeley through programs that support building and transportation electrification. This pilot has three program areas, one of which is being led by the Ecology Center to create a Climate Equity

Accept Grant Funding from Office of Planning and Research CONSENT CALENDAR Adaptation Planning Grant Program July 25, 2023

Collaborative (Collaborative) to meaningfully engage low-income community members in Berkeley, as well as organizations that represent disadvantaged communities, to amplify their voices, elevate their experiences and build their capacity to collaborate as partners in developing and implementing climate change and resilience solutions.

The Ecology Center has been working with organizations representing disadvantaged communities to create the Collaborative, and the work proposed for the APGP funding would build upon these efforts to cultivate this group and build an ecosystem of community leaders and organizations that the City can partner with to co-create climate policies and programs.

Prior to the Pilot Climate Equity Fund, the Ecology Center partnered with the City to develop the Berkeley Existing Buildings Electrification Strategy, conducting equity- centered community engagement and providing equity consulting. As part of this effort, and as a result of deep community engagement with disadvantaged communities, the team developed “Equity Guardrails”, which serve as the foundation of the strategy and are a set of minimum equity requirements that must be met before any of the electrification policies can be implemented. This tool has helped the City to institutionalize equity in its work and ensure that equity and the priorities of our most vulnerable communities are put first. The Equity Guardrails are:
 Maximize access to health, safety and mobility benefits  Maximize access to economic benefits
 Maximize ease of installation
 Promote housing affordability and anti-displacement

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
The creation of an EJ Element of the General Plan will elevate and prioritize the Environmental Justice needs of these frontline communities who are disproportionately impacted by climate change, and identify opportunities to advance equity and health with environmental policies. The update to the existing Disaster Preparedness and Safety Element will also include climate change impacts and associated climate adaptation actions. Finally, development of community-driven climate and resilience metrics will provide a methodology for the City to hold itself accountable in ways that are meaningful to our frontline communities, and could include workforce and just transition aspects, if desired by community.

RATIONALE FOR RECOMMENDATION
Accepting this grant funding would allow the City to advance necessary work to update its General Plan. This grant funding will also provide longer term funding to support the Climate Equity Collaborative, building capacity of this group and providing the opportunity to co-create equity-focused climate and resilience metrics.

ALTERNATIVE ACTIONS CONSIDERED
None.

Accept Grant Funding from Office of Planning and Research CONSENT CALENDAR Adaptation Planning Grant Program July 25, 2023

CONTACT PERSON
Jordan Klein, Director, Planning and Development Department, (510) 981-7534 Attachments:
1: Resolution

RESOLUTION NO. ##,###-N.S.

RESOLUTION TO ACCEPT GRANT FROM CALIFORNIA OFFICE OF PLANNING

AND RESEARCH (OPR) ADAPTATION PLANING GRANT PROGRAM (APGP) WHEREAS, California Government Code Section 65300 et seq. requires every city and county in California to adopt a General Plan for its long-range development, and further, to periodically update that plan to reflect current conditions and issues; and WHEREAS, Senate Bill 1000 (Leyva, 2016) amended Government Code Section 65302 to require that both cities and counties that have disadvantaged communities incorporate Environmental Justice (EJ) policies into their general plans, either in a separate EJ element or by integrating related goals, policies, and objectives throughout the other elements upon the adoption or next revision of two or more elements concurrently; and WHEREAS, on March 31, 2023, the City of Berkeley, in partnership with the Ecology Center as a co-applicant, submitted a proposal in response to the APGP Round 1 opportunity to fund the creation of a new General Plan Environmental Justice Element, update to the existing General Plan Disaster Preparedness and Safety Element, and develop community-driven climate and resilience metrics; and WHEREAS, on June 1, 2023, OPR announced that the City of Berkeley proposal was one of fourteen winners of the APGP Round 1 funding.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager or their designee is authorized to accept the California Governor’s Office of Planning and Research (OPR) Adaptation Planning Grant Program (APGP) grant in the amount of $497,042, and to execute any resulting grant agreement, for the duration of August 31, 2023 through January 31, 2026.

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

CONSENT CALENDAR
July 25, 2023
To: Honorable Mayor and Members of the City Council
From: Dee Williams-Ridley, City Manager
Submitted by: Liam Garland, Director, Public Works
Subject: Authorize an Agreement with AC Transit to Provide Funding for Transit Shelter Maintenance

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to enter into a funding agreement between the City of Berkeley and the Alameda-Contra Costa Transit District (AC Transit) to provide an amount not to exceed $110,000 over five years to support transit shelter and bench maintenance.

FISCAL IMPACTS OF RECOMMENDATION
The City will contribute approximately $22,000 per year, or a total not to exceed $110,000 over five years, to help defray AC Transit’s costs related to maintenance of transit shelters within the City. Funding in the amount of $110,000 is available from the Alameda County Transportation Commission Measure BB Local Streets and Roads fund.

CURRENT SITUATION AND ITS EFFECTS
On March 31, 2023, AC Transit took over ownership of 276 existing transit shelters in their service area after a maintenance and capital contract with a contractor expired.

AC Transit is now identifying ways to bridge the funding gap between maintenance and advertising contracts, which is approximately $151,020 annually for five years ($851,020 [total annual maintenance cost) - $700,000 [minimum annual advertising revenue guarantee]= $151,020).1 AC Transit has asked jurisdictions to pay their “fair share” determined by dividing total annual maintenance costs by the number of transit shelters within each jurisdiction.2 AC Transit owns a total of 276 transit shelters in 11 jurisdictions. There are 51 transit shelters located in the City Berkeley, of which 46 1 AC Transit, “Transit Shelter Maintenance Annual Cost Per Jurisdiction”, March 29, 2023. This document is included as Attachment 2.
2 The “fair share” calculations consider the number of transit shelters that contain advertising (and thereby revenue) as a credit against a jurisdiction’s share of maintenance costs. Because the City has a relatively high proportion of advertising shelters compared to other jurisdictions, the City’s maintenance costs are lower per shelter than other jurisdictions that generate less revenue per shelter from advertising.

AC Transit Shelter Funding Agreement and Permit Streamlining CONSENT CALENDAR July 25, 2023

generate advertising revenue. If the City approves the recommendations herein, the City would share maintenance costs with AC Transit for only the 51 shelters within the City. Each jurisdiction’s share of annual maintenance costs is shown in Attachment 2.

BACKGROUND
Before the COVID-19 pandemic, AC Transit ran 158 bus lines across its 364-square- mile service area in Alameda and Contra Costa counties and unincorporated areas. In Berkeley, AC Transit operates 24 lines with frequencies of between 12 and 45 minutes.

Some bus stops have transit shelters, which can include bus shelters, benches/seating, wayfinding, fare vending machines, trash cans, lighting, and other amenities. Since 1999, AC Transit has been under contract with Clear Channel Outdoor Advertising (Clear Channel) to provide maintenance and capital work in exchange for advertising revenue from transit shelters. Historically, the revenue earned from advertising covered all maintenance and capital costs. However, in recent years, revenue from transit shelter advertisements has decreased partially due to a shift to online advertising, while maintenance costs have increased. Therefore, AC Transit is transitioning to a new model with separate entities to provide maintenance and advertising services. Clear Channel’s contract with AC Transit expired on March 31, 2023, after which AC Transit took over ownership of all transit shelters previously owned by Clear Channel.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
The funding agreement would result in continued maintenance of transit shelters to provide a dignified bus stop waiting experience, potentially encouraging more people to use public transportation instead of driving.

RATIONALE FOR RECOMMENDATION
Approving this recommendation will allow for continued improvements to existing and future bus stop amenities helping Berkeley to implement its existing Transit-First Policy (Berkeley General Plan Policy T-4) and the Transit-First Policy Implementation Plan, approved by Council on March 21, 2023.3 These amenities can help attract customers by increasing passenger comfort; improve operational efficiencies through incorporation of ADA standards, fare vending machines, and wayfinding/schedule information; foster local civic pride; and increase economic development. Furthermore, approval of this funding agreement would be consistent with the City’s Climate Action Plan by supporting the use of public transit as an alternative to single-occupant vehicles, resulting in lower carbon emissions per capita. As stated above, funding in the amount of $110,000 is available from the Alameda County Transportation Commission Measure BB Local Streets and Roads fund.
3 Berkeley City Council Meeting Item 27, “Berkeley Transit-First Policy Implementation Plan”, March 21, 2023, https://berkeleyca.gov/sites/default/files/city-council-meetings/2023-03- 21%20Revised%20Agenda%20Packet%20-%20Council%20-%20WEB.pdf.

AC Transit Shelter Funding Agreement and Permit Streamlining CONSENT CALENDAR July 25, 2023

ALTERNATIVE ACTIONS CONSIDERED
Council could choose to not adopt the recommendation. Not adopting the recommendation would lead to non-compliance with the City’s existing Transit-First Policy (Berkeley General Plan Policy T-4) and the approved Transit-First Policy Implementation Plan by not supporting the use of public transit as an alternative to single-occupant vehicles.

CONTACT PERSON
Hamid Mostowfi, Acting Transportation Manager (510) 981-6403 Elliott Schwimmer, Associate Transportation Planner (510) 981-7066 Attachment:
1: Resolution
2: AC Transit Estimated Maintenance Costs for Each Jurisdiction