Berkeley City Council
July 30, 2024

Tuesday, July 30, 2024 REVISED AGENDA Page 1

R E V I S E D AG E N D A
( A D D E D C O N T I N U E D I T E MS F R O M J U L Y 2 3 , 2 0 2 4 )

BERKELEY CITY COUNCIL MEETING
Tuesday, July 30, 2024
6:00 PM
SCHOOL DISTRICT BOARD ROOM - 1231 ADDISON STREET, BERKELEY, CA 94702

JESSE ARREGUIN, MAYOR
Councilmembers:

DISTRICT 1 – RASHI KESARWANI DISTRICT 5 – SOPHIE HAHN
DISTRICT 2 – TERRY TAPLIN DISTRICT 6 – SUSAN WENGRAF
DISTRICT 3 – BEN BARTLETT DISTRICT 7 – CECILIA LUNAPARRA DISTRICT 4 – IGOR TREGUB DISTRICT 8 – MARK HUMBERT
This meeting will be conducted in a hybrid model with both in -person attendance and virtual participation . If you are feeling sick, please do not attend the meeting in person.

Live captioned broadcasts of Council Meetings are available on Cable B -TV (Channel 33) and via internet accessible video stream at http://berkeley.granicus.com/MediaPlayer.php?publish_id=1244.

Remote participation by the public is available through Zoom. To access the meeting remotely: Join from a PC, Mac, iPad, iPhone, or Android device: Please use this UR L: https://cityofberkeley- info.zoomgov.com/j/1611538218. To request to speak, use the “raise hand” icon by rolling over the bottom of the screen. To join by phone: Dial 1-669-254-5252 or 1 -833-568-8864 (Toll Free) and enter Meeting ID: 161 153 8218. If you wish to comment during the public comment portion of the agenda, Press *9 and wait to be recognized by the Chair. Please be mindful that the meeting will be recorded.

To submit a written communication for the City Council’s consideration and inclusion in the public record , email [email protected].

This meeting will be conducted in accordance with the Brown Act, Government Code Section 54953 and applicable Executive Orders as issued by the Governor that are currently in effect . Any member of the public may attend this meeting. Questions regarding public participation may be addressed to the City Clerk Department (510) 981-6900. The City Council may take action related to any subject listed on the Agenda.

Pursuant to the City Council Rules of Procedure and State Law, the presiding officer may remove, or cause the removal of, an individual for disrupting the meeting. Prior to removing an individual, the presiding officer shall warn the individual that their behavior is disrupting the meeting and that their failure to cease their behavior may result in their removal. The presiding officer may then remove the individual if they do not promptly cease their disruptive behavior. “Disrupting” means engaging in behavior during a meeting of a legislative body that actually disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting and includes, but is not limited to, a failure to comply with reasonable and lawful regulations adopted by a legislative body, or engaging in behavior that constitutes use of force or a true threat of force.

Rev - 1

Tuesday, July 30, 2024 REVISED AGENDA Page 2
Preliminary Matters
Roll Call:

Land Acknowledgement Statement: The City of Berkeley recognizes that the community we live in was built on the territory of xučyun (Huchiun (Hooch-yoon)), the ancestral and unceded land of the Chochenyo (Cho-chen-yo)-speaking Ohlone (Oh-low-nee) people, the ancestors and descendants of the sovereign Verona Band of Alameda County. This land was and continues to be of great importance to all of the Ohlone Tribes and descendants of the Verona Band. As we begin our meeting tonight, we acknowledge and honor the original inhabitants of Berkeley, the documented 5,000 -year history of a vibrant community at the West Berkeley Shellmound, and the Ohlone people who continue to reside in the East Bay. We recognize that Berkeley’s residents have and continue to benefit from the use and occupation of this unceded stolen land since the City of Berkeley’s incorporation in 1878. As stewards of the laws regulating the City of Berkeley, it is not only vital that we recognize the history of this land, but also recognize that the Ohlone people are present members of Berkeley and other East Bay communities today. The City of Berkeley will continue to build relationships with the Lisjan Tribe and to create meaningful actions that uphold the intention of this land acknowledgement.

Ceremonial Matters: In addition to those items listed on the agenda, the Mayor may add additional ceremonial matters.

City Manager Comments: The City Manager may make announcements or provide information to the City Council in the form of an oral report. The Council will not take action on such items but may request the City Manager place a report on a future agenda for discussion.

Public Comment on Non-Agenda Matters: Persons will be selected to address matters not on the Council agenda. If five or fewer persons wish to speak, each person selected will be allotted two minutes each. If more than five persons wish to speak, up to ten persons will be selected to address matters not on the Council agenda and each person selected will be allotted one minute each. Persons attending the meeting in-person and wishing to address the Council on matters not on the Council agenda during the initial ten-minute period for such comment, must submit a speaker card to the City Clerk in person at the meeting location and prior to commencement of that meeting. The remainder of the speakers wishing to address the Council on non-agenda items will be heard at the end of the agenda.

Public Comment by Employee Unions (first regular meeting of the month): This period of public comment is reserved for officially designated representatives of City of Berkeley employee unions, with five minutes allocated per union if representatives of three or fewer unions wish to speak and up to three minutes per union if representatives of four or more unions wish to speak.

Consent Calendar
The Council will first determine whether to move items on the agenda for “Action” or “Information” to the “Consent Calendar”, or move “Consent Calendar” items to “Action.” Three members of the City Council must agree to pull an item from the Consent Calendar or Information Calendar for it to move to Action.

Items that remain on the “Consent Calendar” are voted on in one motion as a group. “Information” items are not discussed or acted upon at the Council meeting unless they are moved to “Action” or “Consent”.

No additional items can be moved onto the Consent Calendar once public comment has commenced. At any time during, or immediately after, public comment on Information and Consent items, any Councilmember may move any Information or Consent item to “Action.” Following this, the Council will vote on the items remaining on the Consent Calendar in one motion.

For items moved to the Action Calendar from the Consent Calendar or Information Calendar, persons who spoke on the item during the Consent Calendar public comment period may speak again at the time the matter is taken up during the Action Calendar.

Rev - 2

Tuesday, July 30, 2024 REVISED AGENDA Page 3
Public Comment on Consent Calendar and Information Items Only: The Council will take public comment on any items that are either on the amended Consent Calendar or the Information Calendar. Speakers will be entitled to two minutes each to speak in opposition to or support of Consent Calendar and Information Items. A speaker may only speak once during the period for public comment on Consent Calendar and Information items.

Additional information regarding public comment by City of Berkeley employees and interns: Employees and interns of the City of Berkeley, although not required, are encouraged to identify themselves as such, the department in which they work and state whether they are speaking as an individual or in their official capacity when addressing the Council in open session or workshops.

Consent Calendar – Continued Business

A. Municipal Code Amendments for Measure KK Compliance and Updated Settlement Authority (Continued from July 23, 2024)
From: City Attorney
Recommendation: Adopt second reading of Ordinance No. 7,929-N.S. amending Chapter 2.56 and Sections 2.36.040, 4.04.100, 4.04.110, and 7.12.020 of the Municipal Code to conform to Section 113 of the City Charter (Measure KK), and to increase the City Attorney’s authority to settle claims up to $50,000.

First Reading Vote: All Ayes.

Financial Implications: None
Contact: Farimah Brown, City Attorney, (510) 981-6950

B. Lease Agreement: Youth Musical Theater Company for the properties at 2925 and 2945 Bolivar Drive, Aquatic Park (Continued from July 23, 2024) From: City Manager
Recommendation: Adopt second reading of Ordinance No. 7,930-N.S. authorizing the City Manager to execute a lease agreement with Youth Musical Theater Company (YMTC) for the use and management of the City’s properties at 2925 and 2945 Bolivar Drive in Aquatic Park for a term of ten years, anticipated to begin September 1, 2024 and ending August 31, 2034, with one five-year option.

First Reading Vote: All Ayes.

Financial Implications: See report
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700

C. Lease for Office Space for the Office of the Director of Police Accountability (ODPA) at 1900 Addison Street (Continued from July 23, 2024) From: Director of Police Accountability
Recommendation: Adopt second reading of Ordinance No. 7,931-N.S. authorizing the City Manager to execute a ten-year lease agreement with The Shamszad Family Living Trust for the property located at 1900 Addison Street, Suites 300 and 350, with a lease term beginning on September 1, 2024.

First Reading Vote: All Ayes.

Financial Implications: See report
Contact: Hansel Aguilar, Police Accountability Board, (510) 981-4950

Rev - 3
Consent Calendar
Tuesday, July 30, 2024 REVISED AGENDA Page 4

1. Minutes for Approval
From: City Manager
Recommendation: Approve the minutes for the Council meetings of June 3, 2024 (closed), June 4, 2024 (regular), June 14, 2024 (special), June 24, 2024 (closed), and June 25, 2024 (specials and regular).

Financial Implications: None
Contact: Mark Numainville, City Clerk, (510) 981-6900

2. Contract No. 32400082 Amendment: The Wright Institute for Mental Health Counseling for Older Adults
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager or her designee to execute an amendment to Contract No. 32400082 with The Wright Institute increasing the contract by $200,000 for the provision of mental health counseling services to older adults in the Berkeley community, in a total amount not to exceed $500,000. The new contract end date will be June 30, 2026.

Financial Implications: See report
Contact: Scott Gilman, Health, Housing, and Community Services, (510) 981-5400

3. Filling Human Welfare and Community Action Commission Public Sector Vacancies
From: City Manager
Recommendation:

1. Adopt a Resolution confirming the appointments of up to three public sector commissioners to the Human Welfare and Community Action Commission (HWCAC), having been approved by the Health, Life Enrichment, Equity & Community Policy Committee at their July meeting.

2. Adopt a Resolution appointing Catherine Huchting, Mary Behm-Steinberg, and George Lippman to the HWCAC as private sector representatives.

Financial Implications: See report
Contact: Scott Gilman, Health, Housing, and Community Services, (510) 981-5400

4. Establish Classification and Salary – Public Health Investigator From: City Manager
Recommendation: Establish the job class specification and salary of Public Health Investigator with an hourly salary range of $35.5512 - $43.2127.

Financial Implications: See report
Contact: Aram Kouyoumdjian, Human Resources, (510) 981-6800

5. Establish Classification and Salary – Assistant Fire Inspector From: City Manager
Recommendation: Establish the job class specification and salary of Assistant Fire Inspector with an hourly salary range of $36.8038 - $44.7352.

Financial Implications: See report
Contact: Aram Kouyoumdjian, Human Resources, (510) 981-6800

Rev - 4
Consent Calendar
Tuesday, July 30, 2024 REVISED AGENDA Page 5

6. Establish Classification and Salary – Veterinarian
From: City Manager
Recommendation: Establish the job class specification and salary of Veterinarian with an hourly salary range of $71.5295 - $86.9445.

Financial Implications: See report
Contact: Aram Kouyoumdjian, Human Resources, (510) 981-6800

7. Contract 10549C Amendment: Tyler Technologies Enterprise Resource Planning System for Ongoing Software Licensing, Maintenance Services, Implementation and Consulting Services, and Disaster Recovery Services From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to execute an amendment to Contract No. 10549C with Tyler Technologies for software licensing, maintenance services, implementation, consulting services, and disaster recovery services for the online Enterprise Resource Planning (ERP) system for the amount not to exceed $1,000,000 and a total contract value not to exceed $5,705,342.68 from April 1, 2017 to June 30, 2027.

Financial Implications: IT Cost Allocation Fund - $1,000,000 Contact: Kevin Fong, Information Technology, (510) 981-6500

8. Contract 31900042 Amendment: CivicPlus On-Line Recreation Reservation System
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to amend Contract No. 31900042 with CivicPlus, Inc. for on-line recreation reservation system services to increase the contract amount by $37,000, for a total not-to-exceed contract amount of $153,756.

Financial Implications: Genereal Fund - $37,000
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700

9. Lot Line Adjustments at 1401 Carleton Street and 1423 Ward Street From: City Manager
Recommendation: Adopt first reading of an Ordinance authorizing the City Manager to execute lot line adjustments with 1401 Carleton Street and 1423 Ward Street to resolve main dwelling encroachments at the City’s Santa Fe Trackbed to Park Conversion Project Site.

Financial Implications: See report
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700

Rev - 5
Consent Calendar
Tuesday, July 30, 2024 REVISED AGENDA Page 6

10. Lease Agreement: Youth Musical Theater Company for the Live Oak Theater at 1301 Shattuck Ave
From: City Manager
Recommendation: Adopt first reading of an Ordinance authorizing the City Manager to execute a lease agreement with Youth Musical Theater Company (YMTC) for the use and management of the City’s Live Oak Theater at 1301 Shattuck Avenue for a term of three years, anticipated to begin September 1, 2024 and ending August 31, 2027, with one five-year option.

Financial Implications: See report
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700

11. Revenue Grant: Cannabis Tax Fund Grant Program (CTFGP) Acceptance From: City Manager
Recommendation: Adopt a Resolution authorizing the Chief of Police to accept the CTFGP grant and enter into the resultant grant agreement and any amendments, with the California Highway Patrol. This grant is for $111,716.80 for the period of July 1, 2024 through June 30, 2025.

Financial Implications: See report
Contact: Jennifer Louis, Police, (510) 981-5900

12. Purchase Order: National Auto Fleet Group for Prisoner Transport Vehicle Body Assembly Upgrade
From: City Manager
Recommendation: Adopt a Resolution satisfying requirements of City Charter Article XI Section 67.2 allowing the City Manager to participate in Sourcewell bid procedures and authorize the City Manager to execute a purchase order for one Prisoner Transport Vehicle Body Assembly Upgrade with National Auto Fleet Group in an amount not to exceed $340,000.

Financial Implications: Various Funds - $340,000
Contact: Terrance Davis, Public Works, (510) 981-6300

13. Purchase Order: Turf Star, Inc. for Go-4 Parking Enforcement Vehicles From: City Manager
Recommendation: Adopt a Resolution satisfying requirements of City Charter Article XI Section 67.2 allowing the City Manager to participate in Sourcewell bid procedures and authorize the City Manager to execute a purchase order for Go-4 Parking Enforcement Vehicles with Turf Star, Inc. in an amount not to exceed $400,000.

Financial Implications: See report.

Contact: Terrance Davis, Public Works, (510) 981-6300

Rev - 6
Consent Calendar
Tuesday, July 30, 2024 REVISED AGENDA Page 7

14. Referral to Develop Curb Management Plan (Reviewed by the Facilities, Infrastructure, Transportation, Environment & Sustainability Policy Committee) From: Environment and Climate Commission
Recommendation: Refer to the City Manager to fund and develop a Curb Management Plan.

Policy Committee Recommendation: To send the item to Council with a positive recommendation, and that the item be taken up when additional funding for streets and infrastructure is approved and/or during the next budget process.

Financial Implications: See report
Contact: Sarah Moore, Commission Secretary, (510) 981-7400

Council Consent Items

15. Referral to City Manager: Ashby BART Area Enhanced Infrastructure Finance District (EIFD) Analysis
From: Mayor Arreguin (Author), Councilmember Bartlett (Co-Sponsor) Recommendation: Refer to the City Manager and City Attorney to return to Council with an analysis and recommended actions to initiate an Enhanced Infrastructure Finance District (EIFD) encompassing the Ashby BART station area, and consider:

1. Earmarked provisions of an EIFD to finance specific infrastructure and community development investments in an effort to actualize improvements to a Southern Plaza and greater Adeline Corridor adjacent to the West Lot, including benefits supporting impacted communities;

2. A preliminary analysis on additional, non-contiguous EIFD catchment areas that extend beyond the BART development sites; and

3. An EIFD Financial Plan that determines the funding potential of such a district or districts, including the total amount of tax revenue that could be generated through property taxes, transfer taxes, sales taxes, and other revenue, for associated infrastructure and public works improvements. These improvements may include, but are not limited to a Black Arts and Cultural District and associated facilities, and Berkeley Flea Market facilities.

Refer to the November 2024 AAO1 process up to $100,000 for a) engaging a consultant to collaborate with the City Attorney, Planning and Finance Departments to prepare an EIFD Financial Plan, b) to initiate and conduct a community engagement process, and c) to establish an ad-hoc steering committee to guide this work consisting of residents, community-based organizations, the Planning Department, the Office of Economic Development, Civic Arts, and leaders involved in Equitable Black Berkeley work and the development of the Black Arts and Cultural District.

Financial Implications: General Fund - $100,000
Contact: Jesse Arreguin, Mayor, (510) 981-7100

Rev - 7
Council Consent Items
Tuesday, July 30, 2024 REVISED AGENDA Page 8

16. Supporting the “Renewing Immigration Provisions of the Immigration Act of 1929 or “Registry Bill” (HR 1511 & SB2606)
From: Councilmember Lunaparra (Author), Mayor Arreguin (Co-Sponsor), Councilmember Hahn (Co-Sponsor)
Recommendation: Adopt a Resolution Supporting the “Renewing Immigration Provisions of the Immigration Act of 1929 or “Registry Bill” (HR 1511 & SB2606) and endorsing the Northern California Coalition for Just Immigration Reform’s “Three-Day Walk for a Path to Citizenship” from San Jose to San Francisco on August 17-19, 2024.

Financial Implications: None
Contact: Cecilia Lunaparra, Councilmember, District 7, (510) 981-7170

17. Berkeley Student Cooperative (BSC): Relinquishment of Council Office Budget Funds to General Fund and Grant of Such Funds
From: Councilmember Lunaparra (Author), Councilmember Wengraf (Co- Sponsor), Mayor Arreguin (Co-Sponsor), Councilmember Hahn (Co-Sponsor) Recommendation: Adopt a Resolution approving the expenditure of an amount not to exceed $500 per Councilmember, including $500 from Councilmember Lunaparra’s discretionary fund and funds from any other Councilmembers who would like to contribute, to the Berkeley Student Cooperative (BSC) for the repair of the glass skylights above Casa Zimbabwe (CZ) with funds relinquished to the City’s general fund for this purpose.

Financial Implications: Councilmember’s Discretionary Funds - $500 Contact: Cecilia Lunaparra, Councilmember, District 7, (510) 981-7170

Action Calendar
The public may comment on each item listed on the agenda for action. For items moved to the Action Calendar from the Consent Calendar or Information Calendar, persons who spoke on the item during the Consent Calendar public comment period may speak again during one of the Action Calendar public comment periods on the item. Public comment will occur for each Action item (excluding public hearings, appeals, and/or quasi-judicial matters) in one of two comment periods, either 1) before the Action Calendar is discussed; or 2) when the item is taken up by the Council.

A member of the public may only speak at one of the two public comment periods for any single Action item.

The Presiding Officer will request that persons wishing to speak line up at the podium, or use the "raise hand" function in Zoom, to determine the number of persons interested in speaking at that time. Up to ten (10) speakers may speak for two minutes. If there are more than ten persons interested in speaking, the Presiding Officer may limit the public comment for all speakers to one minute per speaker. Speakers are permitted to yield their time to one other speaker, however no one speaker shall have more than four minutes. The Presiding Officer may, with the consent of persons representing both sides of an iss ue, allocate a block of time to each side to present their issue.

Action items may be reordered at the discretion of the Chair with the consent of Council.

Action Calendar – Scheduled Public Comment Period
During this public comment period, the Presiding Officer will open and close a comment period for each Action item on this agenda (excluding any public hearings, appeals, and/or quasi -judicial matters). The public may speak on each item. Those who speak on an item during this comment period may not speak a second time when the item is taken up by Council.

Rev - 8
Action Calendar – New Business
Tuesday, July 30, 2024 REVISED AGENDA Page 9

18. Berkeley Restaurant Inspections: Chronically Understaffed Program Did Not Meet Targets
From: Auditor
Recommendation: We recommend City Council request that the City Manager report back by January 2025 and at least annually thereafter, regarding the status of our audit recommendations until reported fully implemented by the Environmental Health Division. Recommendations include developing a plan to improve inspection coverage and response to alleged foodborne illness complaints, tracking program spending, taking steps to address staffing needs, and implementing placarding once the Division stabilizes. The Division agreed or partially agreed to our findings and recommendations. Please see our report for their complete response and the auditor’s response.

Financial Implications: See report
Contact: Jenny Wong, Auditor, (510) 981-6750

Action Calendar – Public Hearings
Staff shall introduce the public hearing item and present their comments. For certain hearings, this is followed by five-minute presentations each by the appellant and applicant. The Presiding Officer will request that persons wishing to speak line up at the podium, or use the "raise hand" function in Zoom, to be recognized and to determine the number of persons interested in speaking at that time.

Up to ten (10) speakers may speak for two minutes. If there are more than ten persons interested in speaking, the Presiding Officer may limit the public comment for all speakers to one minute per speaker.

Speakers are permitted to yield their time to one other speaker, however no one speaker shall have more than four minutes. The Presiding Officer may with the consent of persons representing both sides of an issue allocate a block of time to each side to present their issue.

When applicable, each member of the City Council shall verbally disclose all ex parte contacts concerning the subject of the hearing. Councilmembers shall also submit a report of such contacts in writing prior to the commencement of the hearing. Written reports shall be available for public review in the office of the City Clerk.

Rev - 9
Action Calendar – Public Hearings
Tuesday, July 30, 2024 REVISED AGENDA Page 10

19. ZAB Appeal: 2600 Tenth Street, Administrative Use Permit ZP2023-0031 From: City Manager
Recommendation: Conduct a public hearing, and upon conclusion, adopt a Resolution either:

A. Upholding the appeal and reversing the Zoning Adjustment Board (ZAB) decision, thereby approving Administrative Use Permit #ZP2023-0031 to change the use of three tenant spaces (9,750 square feet) from Media Production to Research and Development resulting in a total of 29,303 square feet of Research and Development space and to create six to nine tenant spaces, in a seven-story building on a 114,998 square-foot lot;
-OR-
B. Denying the appeal and affirming the Zoning Adjustment Board (ZAB) decision, thereby denying Administrative Use Permit #ZP2023-0031 to change the use of three tenant spaces (9,750 square feet) from Media Production to Research and Development resulting in a total of 29,303 square feet of Research and Development space and to create six to nine tenant spaces, in a seven-story building on a 114,998 square-foot lot.

Financial Implications: None
Contact: Jordan Klein, Planning and Development, (510) 981-7400

Information Reports

20. City Auditor Fiscal Year 2025 Audit Plan
From: Auditor
Contact: Jenny Wong, Auditor, (510) 981-6750
Public Comment – Items Not Listed on the Agenda
Adjournment
NOTICE CONCERNING YOUR LEGAL RIGHTS : If you object to a decision by the City Council to approve or deny a use permit or variance for a project the following requirements and restrictions apply:
1) No lawsuit challenging a City decision to deny (Code Civ. Proc. §1094.6(b)) or approve (Gov. Code 65009(c)(5)) a use permit or variance may be filed more than 90 days after the date the Notice of Decision of the action of the City Council is mailed. Any lawsuit not filed within that 90 -day period will be barred. 2) In any lawsuit that may be filed against a City Council decision to approve or deny a use permit or variance, the issues and evidence will be limited to those raised by you or someone else, orally or in writing, at a public hearing or prior to the close of the last public hearing on the project.

Archived indexed video streams are available at:
https://berkeleyca.gov/your-government/city-council/city-council-agendas.

Channel 33 rebroadcasts the following Wednesday at 9:00 a.m. and Sunday at 9:00 a.m.

Communications to the City Council are public record and will become part of the City’s electronic records, which are accessible through the City’s website. Please note: e-mail addresses, names, addresses, and other contact information are not required, but if included in any communication to the City Council, will become part of the public record. If you do not want your e-mail address or any other contact information to be made public, you may deliver communications via U.S. Postal Service to the City Clerk Department at 2180 Milvia Street. If you do not want your contact information included in Rev - 10

Tuesday, July 30, 2024 REVISED AGENDA Page 11
the public record, please do not include that information in your communication. Please contact the City Clerk Department for further information.

Any writings or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at the public counter at the City Clerk Department located on the first floor of City Hall located at 2180 Milvia Street as well as posted on the City's website at https://berkeleyca.gov/.

Agendas and agenda reports may be accessed via the Internet at:
https://berkeleyca.gov/your-government/city-council/city-council-agendas and may be read at reference desks at the following locations:

City Clerk Department - 2180 Milvia Street, First Floor Tel: 510-981-6900, TDD: 510-981-6903, Fax: 510-981-6901 Email: [email protected]

Libraries: Main – 2090 Kittredge Street,
Claremont Branch – 2940 Benvenue, West Branch – 1125 University, North Branch – 1170 The Alameda, Tarea Hall Pittman South Branch – 1901 Russell

COMMUNICATION ACCESS INFORMATION:

This meeting is being held in a wheelchair accessible location.

To request a disability-related accommodation(s) to participate in the meeting, including auxiliary aids or services, please contact the Disability Services specialist at (510) 981-6418 (V) or (510) 981-6347 (TDD) at least three business days before the meeting date.

Attendees at public meetings are reminded that other attendees may be sensitive to various scents, whether natural or manufactured, in products and materials. Please help the City respect these needs.

Captioning services are provided at the meeting, on B -TV, and on the Internet. In addition, assisted listening devices for the hearing impaired are available from the City Clerk prior to the meeting, and are to be returned before the end of the meeting.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ I hereby certify that the agenda for this meeting of the Berkeley City Council was posted at the display case located near the walkway in front of the Maudelle Shirek Building, 2134 Martin Luther King Jr. Way, as well as on the City’s website, on July 25, 2024.

Mark Numainville, City Clerk

Communications
Council rules limit action on Communications to referral to the City Manager and/or Boards and Commissions for investigation and/or recommendations. All communications submitted to Council are public record. Copies of individual communications are available for viewing at the City Clerk Department and through Records Online.

Rev - 11

Tuesday, July 30, 2024 REVISED AGENDA Page 12
Item #18: Berkeley Restaurant Inspections: Chronically Understaffed Program Did Not Meet Targets

1. David Lerman

2. Eric

3. Riti

4. Esther Brass-Chorin
City Senior Services to Councilmember Newsletters

5. Darlene Bronson on behalf of Margot Smith, Chair, Commission on Aging

Golden Gate Fields

6. Carole Marasovic, Chair, Commission on the Status of Women

UA Theater

7. Laura Linden

8. Lynn Sherrell

9. 29 Similarly worded form letters

Shipping Containers at 2556 Haste St.

10. 4 Similarly worded form letters

Aurora Theater

11. Olga Paredes

12. Eliron Hamburger

Harrison St. Concerns

13. Craig Nagasawa

Vandalism

14. Negeene Mosaed

A Request for When Making Statements

15. Josh

Lorin Commercial District

16. Teresa Clarke

Cal Sailing Club

17. Debbie Perkins

Notice of Street Closure

18. Ted Burton

Rise Gallery Walk at BCC

19. Adriana Betti

Rev - 12

Tuesday, July 30, 2024 REVISED AGENDA Page 13
Wage Concern

20. Eric Cavallari

UC Anti-Labor Actions

21. Rafael Jaime on behalf of 48,000 UAW academic workers of the University of California

Storm Water

22. Maxwell Davis on behalf of the Sierra Club

Visit Berkeley

23. Jeffrey Church

Towing Concern

24. Charles Race

Terra Outdoor Proposal

25. Chantal Pearson

Newsletter

26. Vivian Warkentin

Middle East Conflict

27. Erwan Illian

URLs

28. Russbumper (9)

29. Erwan Illian (2)
Supplemental Communications and Reports
Items received by the deadlines for submission will be compiled and distributed as follows. If no items are received by the deadline, no supplemental packet will be compiled for said deadline.

• Supplemental Communications and Reports 1
Available by 5:00 p.m. five days prior to the meeting.

• Supplemental Communications and Reports 2
Available by 5:00 p.m. the day before the meeting.

• Supplemental Communications and Reports 3
Available by 5:00 p.m. two days following the meeting.

Rev - 13
Rev - 14

Ordinance No. 7,929-N.S. Page 1 of 4
ORDINANCE NO. 7,929-N.S.

AMENDMENTS TO CONFORM TO CHARTER ARTICLE XVI, SECTION 113.

BE IT ORDAINED by the Council of the City of Berkeley as follows:

Section 1. That Berkeley Municipal Code Chapter 2.56 is amended to read as follows:

2.56.010 City Attorney’s Office.

A City Attorney’s Office is created which shall be under the direction and administrative control of the City Attorney, subject to the general direction of the City Council, and shall consist of the City Attorney and such other employees as the City Attorney may hire into the department.

2.56.020 City Attorney--Duties.

The City Attorney shall be the chief administrative officer of the City Attorney’s Office, and shall prosecute and defend for the City of Berkeley, all actions at law or in equity, and all special proceedings for or against the City, except in the case of the Berkeley Housing Authority, the Board of Education, the Rent Stabilization Board and any other boards whose members are elective officers pursuant to the City Charter. The City Attorney shall commence any legal proceedings when directed to do so by the City Council, and shall give legal advice verbally or in writing to the Mayor, the City Council, the City Manager, chief officials, departments, boards and commissions, when requested to do so by them, upon questions of law arising in their official capacities, involving the rights and liabilities of the City, or take an appeal to any appellate court, unless ordered not to do so by the City Council.

2.56.030 City Attorney--Document drafting responsibilities--Council meeting attendance.

The City Attorney shall draw such ordinances, resolutions and contracts, or other instruments, as shall be requested by the City Council, and shall attend the meetings of the City Council when requested to do so by the Mayor or members of the council, or where necessary to carry out the duties detailed in Section 2.56.020.

2.56.040 City Attorney – Sole Legal Advisor; Exclusive Contracting Authority.

The City Attorney shall be the sole legal advisor to the City of Berkeley. Whenever the interests of the City require it, in the sole professional judgment of the City Attorney, exercised in accordance with the California Rules of Professional Conduct, outside legal counsel may be employed at the expense of the City. Neither the City Manager, nor any other officials, departments, boards or commissions may enter into a contract with a licensed attorney except with the express authorization of the City Attorney, and only where the scope of the contract expressly excludes legal services. All contracts whose scope includes legal services to be rendered to the City must be made by the City

Rev - 15

Ordinance No. 7,929-N.S. Page 2 of 4
Attorney or their authorized designee. Contracts entered into in violation of this provision are void and unenforceable.

2.56.050 City Attorney--Recordkeeping and delivery of documents to successor required.

The City Attorney shall keep on file in their office all written communications and opinions, briefs and papers used in cases wherein they appear, subject to reasonable records retention policies. The City Attorney shall deliver all books, records, papers, documents and property of every description, belonging to the City, to their successor in office.

2.56.060 City Attorney--Action as ex officio prosecuting attorney.

The City Attorney shall be ex officio prosecuting attorney and shall prosecute all criminal violations of the provisions of the Charter or any City ordinance.

2.56.070 Persons authorized to act when City Attorney absent or disabled.

In the absence or disability of the City Attorney, the Assistant City Attorney shall perform the duties and exercise the powers of the City Attorney. In case of the absence or disability of both the City Attorney and the Assistant City Attorney, the Mayor shall appoint a Deputy City Attorney as Acting City Attorney who shall perform the duties and exercise the duties and powers of the City Attorney until such time as the City Attorney or Assistant City Attorney is able to return or the City Council approves the appointment of a new City Attorney.

2.56.080 City Attorney’s Office--Funding
A. In order to ensure that the legal needs of the City are met, the Charter states that upon presentation of a proposed budget by the City Attorney, the City Council shall provide funds sufficient to carry out the responsibilities of the office of City Attorney and for the City Attorney’s department, subject to available resources.

B. The City Attorney’s Office shall be exempt from any City Manager or City Council policy to require City departments to save a portion of their budget as targeted savings, except where Council determines otherwise. The City Attorney shall be authorized to transfer budgeted funds between personnel and non-personnel line items, to the extent that those resources are needed to perform the duties of the City Attorney, and remains within the budget adopted by the City Council.

C. Funds allocated to the City Attorney’s Office shall not be returned to the General Fund for other purposes except at the express direction of the City Council.

Section 2. That Berkeley Municipal Code 2.36.040 is amended to read as follows:

2.36.040 City Manager--Jurisdiction--Exemptions.

All officers and employees of the City shall be under the general administrative direction of the City Manager, with the exception of the Auditor, the employees of the Auditor’s

Rev - 16

Ordinance No. 7,929-N.S. Page 3 of 4
Office, the City Attorney, the employees of the City Attorney’s Office, the Office of the Director of Police Accountability, the Rent Stabilization Board, the five library trustees, and the employees of the public libraries..

Section 3. That Berkeley Municipal Code 4.04.100 is amended to read as follows:

4.04.100 City Manager--Powers generally.

In addition to the City Manager’s powers under the Charter, and except in the case of the Auditor, the City Attorney’s Office, the Rent Stabilization Board, and the Office of the Director of Police Accountability, the City Manager shall make transfers, promotions, demotions, reinstatements, layoffs, and shall hire, suspend or dismiss employees, subject to the provisions of this chapter, the personnel rules and applicable memorandum agreements, it being the intent to provide a fair and just approach to municipal employment in order that City employees may be selected and promoted on a merit basis, but in no sense impair the efficiency of a public service.

Section 3. That Berkeley Municipal Code 4.04.110 is amended to read as follows:

4.04.110 City Manager--Duties and responsibilities designated.

The City Manager shall administer the City personnel system and may delegate any of the powers and duties set forth in this chapter to a personnel director or any other officer or employee except as otherwise prohibited by the Charter of the City. Subject to the limited exemptions articulated below, the City Manager shall:

A. Act as the appointing authority for the City;
B. Attend all meetings of the Personnel Board;
C. Administer all provisions of the personnel ordinance and of the personnel rules not specifically reserved to the Personnel Board;
D. Prepare the personnel rules and revisions and amendments to such rules for the Personnel Board’s consideration, and after consideration by the board, submit the rules, revisions and amendments, together with the recommendations of the board and their own recommendations, to the City Council for consideration and adoption by the council; E. Prepare a position class plan, including class specifications and revisions of the plan for the Personnel Board’s consideration, and after consideration by the board, submit a position class plan and revisions, together with the recommendations of the board and their own recommendations, to the City Council for consideration and adoption by the council;
F. Prepare a salary and wage plan and revisions and amendments to the plan for consideration by the Personnel Board, and after consideration by the board, submit the

Rev - 17

Ordinance No. 7,929-N.S. Page 4 of 4
salary and wage plan and revisions and amendments, together with the recommendation of the board and their own recommendation, to the City Council for consideration and adoption.

The City Attorney, City Auditor, Director of Police Accountability and Executive Director of the Rent Stabilization Board, shall act as the appointing authority for those personnel over whom they have administrative control, and shall have the ability to make recommendations directly to the Personnel Board (regarding rules, positions, class specifications, wages, etc.) specifically applicable to those personnel.

Section 4. That Berkeley Municipal Code 7.12.020 is amended to read as follows:

7.12.020 Expenditures authorized when.

Expenditures from the public liability fund shall be made solely for the purposes of paying public liability claims investigation and adjustment costs, legal defense costs, costs for legal advice obtained to prevent lawsuits, costs to file lawsuits, and payment of any settled public liability claim or judgment. Such payments are hereby authorized to be made without further authorization from the City Council, except that payment of any settled public liability claim, the amount of which is more than fifty thousand dollars, shall be authorized by the City Council.

Section 5. Copies of this Ordinance shall be posted for two days prior to adoption in the display case located near the walkway in front of the Maudelle Shirek Building, 2134 Martin Luther King Jr. Way. Within 15 days of adoption, copies of this Ordinance shall be filed at each branch of the Berkeley Public Library and the title shall be published in a newspaper of general circulation.

At a regular meeting of the Council of the City of Berkeley held on July 23, 2024, this Ordinance was passed to print and ordered published by posting by the following vote:

Ayes: Bartlett, Hahn, Humbert, Kesarwani, Lunaparra, Taplin, Tregub, Wengraf, and Arreguin.

Noes: None.

Absent: None.

Rev - 18
Ordinance No. 7,930-N.S. Page 1 of 1
ORDINANCE NO. 7,930–N.S.

LEASE AGREEMENT WITH YOUTH MUSICAL THEATER COMPANY FOR THE USE AND MANAGEMENT OF 2925 AND 2945 BOLIVAR DRIVE AT AQUATIC PARK BE IT ORDAINED by the Council of the City of Berkeley as follows:

Section 1. The City Manager, or designee, is hereby authorized to execute a ten-year lease agreement with one five-year option and any amendments thereto with Youth Musical Theater Company for the use and management of 2925 and 2945 Bolivar Drive at Aquatic Park in Berkeley, CA. Such lease shall be on substantially the terms set forth in Exhibit A.

Section 2. The rent will be $1000 per year, escalating by $100 per year. In exchange for favorable rent, Youth Musical Theater Company will take over the responsibility for the building maintenance, utility costs, and janitorial costs of the building from the City. In addition, Youth Musical Theater Company will perform a list of capital improvements to the property as described in Exhibit B of the lease.

Section 3. Copies of this Ordinance shall be posted for two days prior to adoption in the display case located near the walkway in front of Council Chambers, 2134 Martin Luther King Jr. Way. Within 15 days of adoption, copies of this Ordinance shall be filed at each branch of the Berkeley Public Library and the title shall be published in a newspaper of general circulation.

At a regular meeting of the Council of the City of Berkeley held on July 23, 2024, this Ordinance was passed to print and ordered published by posting by the following vote:

Ayes: Bartlett, Hahn, Humbert, Kesarwani, Lunaparra, Taplin, Tregub, Wengraf, and Arreguin.

Noes: None.

Absent: None.

Rev - 19

CITY OF BERKELEY

IMPROVED PROPERTY LEASE
Between

THE CITY OF BERKELEY, A CHARTER CITY

ORGANIZED AND EXISTING UNDER THE LAWS

OF THE STATE OF CALIFORNIA
as Landlord,
and

YOUTH MUSICAL THEATER COMPANY
as Tenant.

For the Properties at
2925 and 2945 Bolivar Drive
Berkeley, CA
Exhibit A: Lease Agreement

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2 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

TABLE OF CONTENTS

1. DEFINITIONS .................................................................................................................................................. 5

2. TERM ............................................................................................................................................................... 5

3. RENT ................................................................................................................................................................ 6

4. PROPERTY AND OTHER TAXES ................................................................................................................. 8

5. USE OF PROPERTY AND THE AQUATIC PARK MAIN LAGOON .......................................................... 9

6. USE OF AQUATIC PARK PROPERTY ....................................................................................................... 11

7. SERVICES ...................................................................................................................................................... 13

8. OBLIGATION OF TENANT TO REMOVE PERSONAL PROPERTY ...................................................... 13

9. ALTERATIONS AND IMPROVEMENTS ................................................................................................... 13

10. LIENS ............................................................................................................................................................. 16

11. TENANT AND LANDLORD MAINTENANCE OBLIGATIONS .............................................................. 16

12. ENVIRONMENTAL ...................................................................................................................................... 17

13. DAMAGE OR DESTRUCTION .................................................................................................................... 17

14. INDEMNIFICATION ..................................................................................................................................... 18

15. INSURANCE .................................................................................................................................................. 19

16. COMPLIANCE WITH LAWS ....................................................................................................................... 21

17. ASSIGNMENT AND SUBLEASE ................................................................................................................ 22

18. INSPECTION ................................................................................................................................................. 22

19. DEFAULT ...................................................................................................................................................... 23

20. REMEDIES UPON DEFAULT ...................................................................................................................... 24

21. ENVIRONMENTAL OBLIGATIONS .......................................................................................................... 26

22. LANDLORD'S RIGHT TO CURE ................................................................................................................. 27

23. EMINENT DOMAIN ..................................................................................................................................... 27

24. SUBORDINATION ........................................................................................................................................ 28

25. NO MERGER ................................................................................................................................................. 28

26. TRANSFER BY LANDLORD ....................................................................................................................... 28

27. ESTOPPEL CERTIFICATES ......................................................................................................................... 28

28. HOLDING OVER ........................................................................................................................................... 29

29. CHANGES BY LANDLORD ........................................................................................................................ 29

30. GOVERNING LAW ....................................................................................................................................... 29

31. SECURITY DEPOSIT .................................................................................................................................... 29

32. SIGNAGE ....................................................................................................................................................... 30

33. NO PARTNERSHIP ....................................................................................................................................... 31

34. NO WAIVER .................................................................................................................................................. 31

35. NOTICES ........................................................................................................................................................ 31

36. COMPLETE AGREEMENT .......................................................................................................................... 32

37. REQUESTS FOR CONSENT; WAIVER OF CLAIM ................................................................................... 32

38. INTERPRETATION ....................................................................................................................................... 32

39. SUCCESSORS AND ASSIGNS .................................................................................................................... 32

40. AUTHORITY ................................................................................................................................................. 32

41. UNAVOIDABLE DELAYS ........................................................................................................................... 32

42. TIME OF THE ESSENCE .............................................................................................................................. 33

43. BROKERAGE ................................................................................................................................................ 33

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3 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

44. CITY NON-DISCRIMINATION ORDINANCE ........................................................................................... 33

45. NON-DISCRIMINATION AGAINST PERSONS WITH DISABILITIES ................................................... 34

46. CONFLICT OF INTEREST PROHIBITED ................................................................................................... 34

47. NUCLEAR FREE BERKELEY ..................................................................................................................... 34

48. OPPRESSIVE STATES .................................................................................................................................. 35

49. BERKELEY LIVING WAGE ORDINANCE (LWO) ................................................................................... 35

50. BERKELEY EQUAL BENEFITS ORDINANCE (EBO) .............................................................................. 36

51. AUDIT ............................................................................................................................................................ 37

52. CITY BUSINESS LICENSE, PAYMENT OF TAXES, TAX I.D. NUMBER .............................................. 37

53. SURVIVAL .................................................................................................................................................... 37

54. EXHIBITS ...................................................................................................................................................... 37 Exhibit “A”: Leased Premises ........................................................................................................................ 39 Exhibit “B”: Schedule of Improvements ........................................................................................................ 40 Exhibit “C”: Berkeley Municipal Code, Chapter 6.04 .................................................................................... 41

Rev - 22
4 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

PROPERTY LEASE

BASIC LEASE INFORMATION

1. Landlord: City of Berkeley, a California municipal corporation 2180 Milvia Street
Berkeley, CA 94704
Attention: Director, Parks, Recreation & Waterfront
Telephone: (510) 981-6706
Email: [email protected]

2. Tenant: Youth Musical Theater Company (YMTC)

3. Tenant Trade
Name: Youth Musical Theater Company

4. Effective Date: September 1, 2024

5. Premises: Two buildings (as depicted in Exhibit “A”) located at 2925 and 2945 Bolivar Drive (approx. 1,400 sq ft and 900 sq ft.) and outdoor space between the buildings.

6. Permitted Uses: The Premises shall be used by Tenant for the purpose for youth programming (workshops, classes, rehearsals), set building, and outdoor rehearsals and programs.

7. Initial Term: Ten (10) year(s), commencing as of September 1, 2024 (“Commencement Date”).

8. Option Period: Five (5) years.

9. Base Rent: $1,000 per year, with $100 increase annually.

10. Improvements Tenant will invest approx. $129,500 in capital improvements. This includes HVAC system with air filtration, new entry gate, new porch and ADA landing drainage improvements and sump pump, new floors, and painting.

11. Maintenance Tenant will be responsible for all expenses associated with the construction, maintenance, improvement and operation of the premises to maintain the property in good condition.

12. Services Tenant shall make all arrangements for and pay for all utilities and services, including electric, gas, water, sewer, garbage and telephone, and all fees and periodic charges related thereto.

The Basic Lease Information set forth above and the Exhibits attached hereto are incorporated into and made a part of the following Lease. In the event of any conflict between the Basic Lease Information and terms of the Lease, the terms of the Lease shall control.

LANDLORD’S INITIALS _______ TENANT’S INITIALS _______

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5 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant
LEASE
THIS LEASE is made by and between the CITY OF BERKELEY, a Charter City organized and existing under the laws of the State of California ("Landlord or City") and YOUTH MUSICAL THEATER COMPANY, a non-profit organization doing business at 1000 42nd Street Oakland, CA 94608 ("Tenant").

WITNESSET H :

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises for the term and subject to the terms, covenants, agreements and conditions set forth below, to each and all of which Landlord and Tenant hereby mutually agree.

1. DEFINITIONS
Unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified:

A. "Affiliate," as to any person, shall mean such person's partners, members, commissioners, officers, employees, volunteers and agents.

B. "Building" shall mean the building(s) on the Premises as shown on Exhibit A.

C. "Lease Year" shall mean each twelve-month period during the term of the Lease commencing upon the effective date of the Lease.

D. "Aquatic Park" shall mean the Aquatic Park as defined in Chapter 6.04 of the Berkeley Municipal Code ("B.M.C.") (attached hereto as Exhibit “C”), as amended or succeeded, and any buildings and other improvements constructed or to be constructed therein. Without limiting the provisions of Section 36 of this Lease, Tenant acknowledges it is not relying on any representations or warranties made by Landlord, Landlord's agents or anyone else in regard to the size or configuration of Aquatic Park or in regard to the nature, location, or appearance of any buildings, improvements, or unimproved property therein.

E. "Main Lagoon" or “Aquatic Park Lake” shall mean that body of water lying between West Bolivar Drive on the west, Addison Street on the north, the Southern Pacific railroad tracks on the east, and the service road on the south.

F. "Premises" shall mean the Buildings, and the fenced-in yard between and around them, located at 2925 and 2945 Bolivar Drive, Berkeley CA, as further depicted in Exhibit “A.”

2. TERM
A. Initial Term and Term of Renewal. The initial term is for a period of ten years.

Tenant has the option, under certain terms and conditions as described below, to renew this lease for an additional five-year term. This Lease shall take effect once duly approved by the Berkeley

Rev - 24
6 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant
City Council and executed by both Landlord and Tenant (“the Effective Date”). The Initial Lease Term will expire at midnight August 31, 2034 (“the Termination Date”).

B. Procedure for Renewal. If Tenant wishes to renew the Lease beyond the Initial Le
ase Term, Tenant must provide written notice of such intent to Landlord at least one hundred and twenty (120) days prior to the expiration of the Initial Term. If Landlord, in its sole discretion, determines that Tenant has complied with all terms and conditions of the Lease, at least sixty (60) days prior to expiration of the Lease, Landlord shall provide written notice to Tenant of any additional improvements that will be required to be completed by Tenant or increase in rent for a single five-year Renewal Term and shall provide notice of its determination to grant renewal of the lease upon condition that Tenant agrees to the additional improvements and increase in rent, if any, at least thirty (30) days prior to the expiration of the Initial Term.

C. If
, after Landlord's initial determination that Tenant has complied with the terms and conditions of the Lease but prior to its actual expiration, Landlord determines, at its sole discretion, that Tenant has failed to comply with any term or condition of the Lease, Landlord may revoke the granting of the additional term and seek applicable remedies under the Lease, including, but not limited to Section 20.

D. At the expiration of the term, or any sooner termination of this lease due to

default, Tenant agrees to quit and surrender possession of the premises and its appurtenances to Landlord in good order and condition. Tenant agrees to reimburse the Landlord for any damage done to the property caused by Tenant’s occupation or tenancy excepting reasonable wear and tear and damage by the elements. Tenant shall not leave or allow to remain on the property any garbage, refuse, debris, or personal property. Tenant will pay Landlord any removal costs incurred by Landlord. At the end of the tenancy, Tenant agrees to deliver the property keys to the Landlord in person or by mail to the Landlord’s designated agent.

3. RENT
A. Minimum Rent. Tenant shall pay to Landlord as a minimum rental for its use and occupancy of the Premises an annual rent of ONE THOUSAND DOLLARS ($1,000) for the first year of the Lease. For purposes of determining Minimum Rent, the first year of the Lease is the period up to August 31, 2034 and will be pro-rated for a partial year. In each subsequent Lease Year during the Initial Term and any Renewal Term, the Minimum Rent shall increase by ONE HUNDRED DOLLARS ($100) per year.

B. Percentage of Gross Income from Concessions and Special Events.

1. In the event that Tenant operates a concession or a revenue-generating special event on the Premises or on the Main Lagoon, then Tenant agrees to pay Landlord, in addition to any fees levied by the City, an amount equal to FIVE PERCENT (5%) of the gross income realized by each such concession or special event during the term of the Lease. A special event is defined as any event in which the participants (groups or individuals) pay an entry fee to the Tenant. Tenant shall make this payment to the Landlord within thirty (30) calendar days from the last day of each special event, together with a financial statement of the gross income from said event. Tenant shall keep true and accurate books and records of each special event.

Said books and records shall be retained for at least two (2) years after occurrence of the events

Rev - 25
7 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant
to which they relate. Landlord, and/or its designee, shall have the right at reasonable periods and at all reasonable times, and upon at least five (5) days' advance notice to Tenant to inspect such books and records. Income from special events does not include any grants or donations Tenant receives.

2. If any special event is likely to preclude some or all users of Aquatic Park from exercising a different use, and/or is a regatta, race, or pageant in Aquatic Park and/or on the Main Lagoon, Tenant shall first obtain a permit from the City, as required by Resolution No. 58,644-N.S. and Section 6.04.060 of the Berkeley Municipal Code. The fees for such permits shall be set by the City Council. Water use permits (by definition, for an event lasting no more than two weeks), may be issued by the Parks Recreation and Waterfront Department. Tenant understands that this Lease does not guarantee that the City, in its regulatory capacity, will grant any particular request for a permit. Tenant understands that the City may grant or deny such permit in its sole discretion, and may impose such terms and conditions as it deems consistent with that discretion.

C. Manner of Payment. All rent and other payments due from Tenant shall be made to Landlord in lawful money of the United States of America at Landlord's address for notice hereunder, or to such other person or at such other place as Landlord may from time to time designate in writing.

D. Delinquency and Late Charges; Interest.

1. Tenant hereby acknowledges that its late payment of rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult or impracticable to ascertain. Such costs include, without limitation, processing and accounting charges and overtime wages. Accordingly, any payment of rent or other sum due hereunder that remains due and unpaid for a period of ten (10) days after it becomes due and payable shall be subject to a delinquency charge of ten percent (10%) of the delinquent amount. The parties agree that such charge represents a fair and reasonable estimate of the costs Landlord shall incur by reason of Tenant's late payment. Landlord shall apply any monies received from Tenant first to any accrued delinquency charges and then to any rent then due. Acceptance of such delinquency charges by Landlord shall not constitute a waiver of Tenant's default with respect to such overdue amount. The delinquency charge is in addition to all other remedies that Landlord may have under this Lease or at law.

2. Any amount due to Landlord, if not paid when due, shall bear interest from the date due until paid at the rate of the twelve percent (12%) per annum. Interest shall not be payable on delinquency or late charges nor on any amounts upon which such charges are paid by Tenant, to the extent such interest would cause the total interest to exceed that legally permitted. Payment of interest shall not excuse nor cure any default hereunder by Tenant.

E. Accord and Satisfaction. Landlord's acceptance of a lesser amount of rent or other sum due hereunder shall not be deemed to be other than on account of the earliest rent or payment due and shall be applied by Landlord as provided in subsection D.1. No endorsement or statement on any check or letter accompanying any such check or payment shall be deemed an accord and satisfaction, and Landlord may accept such check or payment and pursue any other

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8 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

remedy available under this Lease or at law. Landlord may accept any partial payment from Tenant without invalidation of any contractual notice required hereunder (if required) and without invalidation of any notice required pursuant to California Code of Civil Procedure Section 1161, et seq., or any successor statute.

4. PROPERTY AND OTHER T AXES

A. Possessory Interest Taxes. The property interests created by this Lease may be subject to property taxation and Tenant, in whom the possessory interest is vested, will be responsible for the timely payment of any property taxes levied on such possessory interest.

Tenant agrees to pay before delinquency all lawful taxes, assessments, fees or charges which at any time may be levied by the state, county, city or any tax or assessment levying body against the transfer of the leasehold interest hereunder upon recordation or otherwise, or upon any activity carried on under this Lease, any interest in this Lease or any possessory right which Tenant may have in or to the Property or the Property by reason of its use or occupancy thereof or otherwise.

B. City of Berkeley Assessments. Tenant also shall be responsible for and shall pay prior to delinquency all assessments imposed against the Property and/or the Property by the City. Tenant acknowledges that City has established certain assessment districts within the City of Berkeley and that all properties within the assessment districts are subject to annual assessments. The City reserves the right to create additional districts and to terminate any such district(s). Tenant shall be billed for each such assessment in the same manner as other property owners and lessees in the City.

C. Personal Property and Other Taxes. In addition to all other sums to be paid by Tenant hereunder, Tenant shall pay, before delinquency, any and all taxes levied or assessed during the term of the Lease on Tenant's equipment, furniture, fixtures, merchandise, and other personal property located in the Property, and shall pay, or shall reimburse Landlord for, any and all assessments (including, without limitation, all assessments for public improvements, services or benefits, irrespective of when commenced or completed), excises, levies, business taxes, Lease, permit, inspection and other authorization fees, transit fees, service payments in lieu of taxes and any other fees or charges of any kind, which are levied, assessed, or imposed by any public authority: (i) upon or measured by rental payable hereunder, including without limitation, any gross income tax or excise tax levied by the City of Berkeley, Alameda County, the State of California, the Federal Government or any other government body with respect to the receipt of such rental; (ii) upon or with respect to the development, possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the or any portion thereof; (iii) upon, measured by or reasonably attributable to the cost or value of Tenant's equipment, furniture, fixtures, merchandise, and other personal property located at or in the Premises or by the cost or value of any improvements made by Tenant to the Property, regardless of whether title to such improvements shall be in Tenant or Landlord; or (iv) upon this Lease or any document to which Tenant is a party creating or transferring an interest in the Property.

D. Tenant's Right to Contest. Tenant may, at no cost to Landlord, reasonably contest the legal validity or amount of any taxes, assessments, or charges for which Tenant is responsible under this Lease, and institute such proceedings as Tenant considers necessary; provided, however, that Tenant shall at all times protect Landlord from foreclosure of any lien, and that

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9 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

Landlord shall not be required to join in any proceeding or contest brought by Tenant.

5. USE OF PROPERTY AND THE AQUATIC PARK MAIN LAGOON

A. The Premises shall be used by Tenant to create a vibrant community space that draws young people, families, working artists, and other members of the public, to Aquatic Park to promote public access to the arts and arts training, enjoyment of live music and singing, and teaching in the performing arts. Tenant may use the Premises to hold workshops, classes, meetings, set and prop design and development, and other community events and activities related to its mission to produce live musical theatre for East Bay audiences.

B. Tenant shall operate its business on and about the Premises in a manner consistent with the use permitted herein and the standards promulgated by Landlord.

C. Tenant understands the Main Lagoon may be used at Aquatic Park, if at all, only from May 1st through September 30th of each Lease Year on a schedule to be approved by the City of Berkeley’s Director of Parks, Recreation, and Waterfront. At all times, Tenant agrees to provide adequate personnel to ensure the safe and efficient management of its use of the Premises and the Main Lagoon. Tenant must comply with all applicable regulations governing the use of the Main Lagoon and Aquatic Park. Tenant may not use any portion of the Main Lagoon from October 1
st through April 30th, due to the fact that environmental studies show use during those months would impact migratory birds. Any use of the Main from May 1 through September 30 is subject to approval of the City Council and any other affected regulatory agency, and use of the Lagoon during this timeframe may be prohibited if environmental factors warrant it.

D. Prior to entering and using the Main Lagoon, tenant and all other persons must be covered by the insurance provisions of this Agreement. In addition, Tenant, or any other person entering and using the Main Lagoon shall sign a waiver and release form to be provided by the Tenant that holds the City of Berkeley harmless in case of any accidents or loss of any type.

Such release shall include, but not be limited to, the following:

“Participant releases and forever discharges the City of Berkeley, its divisions, subsidiaries, affiliates, officers, agents, employees, and the heirs, executors or assigns of any of the foregoing, from any and all claims, demands, and causes of action of every kind, known or unknown, whether based in tort, contract, breach of warranty, strict liability, negligence or any other legal theory of recovery, and whether for general, special, compensatory or punitive damages, arising out of or in any way related to use of the Main Lagoon at Aquatic Park.”

In the event Tenant fails to obtain a signed waiver and release form from any participant who uses the Main Lagoon or is in way connected to the use of the Main Lagoon, Tenant at all times will still be bound by Section 14 of this Agreement.

E. Tenant will comply with all applicable safety standards in effect at any given time, and take all necessary steps to ensure that its participants are properly supervised to prevent injury to participants and others. Tenant will provide adequate supervision of the participants at all times while using the Premises and/or Main Lagoon.

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10 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

F. Landlord shall have no responsibility for Tenant’s equipment that may be lost, stolen, or damaged.

G. No items will be allowed to be stored in the exterior Premises without written approval by Landlord, but in no circumstances shall items not related to the Tenant’s programs be allowed to be stored on the Premises, either inside or outside.

H. Tenant agrees to require its employees and participants who use the Premises and/or Main Lagoon to respect other Aquatic Park lessees, licensees and visitors and to abide by standards of behavior common to the sport of rowing, bike riding, and general park use.

I. Business may be conducted with the public on the Premises at any time on any day that Aquatic Park is open, provided that Tenant shall have obtained all required permits and provided Tenant shall comply with all rules applicable to Aquatic Park.

J. Tenant agrees to cooperate with the City in promoting community participation in Tenant’s programs and activities held on the Property.

K. Tenant shall not, without the written consent of Landlord:

1. place, construct or maintain in, on, or about the Premises or within Aquatic Park any advertisement media, including without limitation, searchlights, flashing lights, loudspeakers, or other similar media or device;

2. place or permit the use in or on the Premises of any video games, pinball machines or other devices or equipment for amusement or recreation, or any vending machines, newspaper racks or other coin operated devices (excepting pay telephones).

3. warehouse or stock on the Premises any goods, wares or merchandise other than that which is directly related to the Tenant's use of the Premises;

4. store, display or sell goods or merchandise on the Property or place or permit portable signs or other devices to be stored or to remain on the Property;

5. use or permit any portion of the Premises to be used as living or sleeping quarters; and

6. sell, distribute, display, or offer for sale any item, which, in Landlord's good faith judgment, may tend to detract from the image of Aquatic Park.

L. Tenant shall not do or permit to be done in, on, or about the Premises anything which is prohibited by or may conflict with any law, statute, ordinance or governmental rule or regulation now in force or hereafter enacted or promulgated, which is prohibited by the standard forms of special form or commercial general liability insurance or which may cause a cancellation of any insurance policy covering Aquatic Park or the Premises or any of its contents, or (except with the prior written consent of Landlord) which may increase the existing rate of or affect any special form or commercial general liability insurance or other insurance upon

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Aquatic Park or the Premises, or any of its contents. In the event Tenant does or permits to be done anything or keeps or permits to be kept anything on or about the Premises or the Aquatic Park which increases the existing rate of such insurance upon Aquatic Park or the Premises or any of its contents, Tenant shall pay the amount of any such increase promptly upon Landlord's demand. Tenant shall not do or permit anything to be done which will in any way obstruct or interfere with the rights of other lawful users of Aquatic Park, including, without limitation, tenants, their employees or invitees, disturb or annoy them, or use or allow the Premises to be used for any improper, unlawful or objectionable purpose. Tenant shall not maintain or permit any nuisance in or about the Premises or commit or suffer to be committed any waste in or upon the Premises.

M. No auction, fire, bankruptcy, distress, clearance, or going-out-of-business sale shall be conducted on the Premises nor shall any sign or advertisement regarding such activity be posted in or about the Premises.

N. Tenant shall not use or permit the Premises to be used in any manner or permit anything to be brought into or kept therein which would (i) violate the certificate of occupancy for the Premises; (ii) make it impossible or extraordinarily difficult to obtain special form coverage, commercial general liability or other insurance required to be furnished by Tenant under this Lease; (iii) cause structural injury to any part of the Premises or the Building; (iv) impair or interfere with the proper operation and maintenance of the Premises and/or Aquatic Park; or (v) violate any of Tenant's other obligations under this Lease.

O. If any governmental license or permit, other than a certificate of occupancy, shall be required for the proper and lawful conduct of Tenant's business, Tenant shall procure and maintain such license or permit and submit the same for inspection by Landlord. Tenant at all times shall comply with the terms and conditions of each such license or permit.

P. Nothing shall be done in or about the Premises by Tenant or anyone having a contractual relationship with Tenant that will result in substantial interference, by themselves or third parties, with normal operation and use of Aquatic Park or the means of ingress and egress thereto ("Substantial Interference"). Tenant shall use every effort to eliminate Substantial Interference, including legal action. If Tenant fails to bring an immediate halt to any Substantial Interference, Landlord shall have the right (i) to take action and require Tenant to undertake and eliminate such Substantial Interference and (ii) to commence any legal action to eliminate such Substantial Interference. Any agreement entered into by Tenant with regard to use of the Premises shall contain a provision reserving to Tenant all of the necessary rights and remedies to permit Tenant to comply with its obligations under this provision and authorizing Landlord to enforce the terms of such provision if Tenant fails to do so.

6. USE OF AQUATIC PARK PROPERTY

A. The parties acknowledge that Tenant has, as a member of the general public, the non-exclusive right, in common with others duly authorized by Landlord, and subject to all generally applicable laws and regulations, to use Aquatic Park, including the Main Lagoon.

B. Tenant agrees that except as otherwise provided in this Lease, it is not a covenant or condition of this Lease or of any other agreement with Tenant that Landlord undertake or

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cause to be undertaken any development or redevelopment of the Property or Aquatic Park, and Landlord shall incur no liability whatsoever to Tenant for failure to undertake such development or redevelopment.

C. Landlord at all times shall have the right and privilege of making such changes in and to Aquatic Park (other than to the Premises) from time to time which in its sole opinion are deemed to be desirable or appropriate, including the location and relocation of stairways, sidewalks, pathways, driveways, streets, entrances, exits, automobile parking spaces, the direction and flow of traffic, designation of prohibited areas, landscaped areas, utilities and all other facilities; provided, however, that the foregoing is not intended to entitle Landlord to unreasonably effect changes that would materially and adversely affect access to or visibility of the Premises, except temporarily during periods of construction. Landlord shall have the right to establish, promulgate, and enforce such reasonable rules and regulations concerning Aquatic Park, as it may deem necessary or advisable for the proper and efficient management, operation, maintenance and use thereof, and Tenant shall comply with the same.

D. Landlord at all times shall have the sole and exclusive management and control of Aquatic Park, including without limitation, the right to lease, license or permit the use of space within Aquatic Park to persons for the sale of merchandise and/or services and the right to permit advertising displays, educational displays, displays of art, and promotional activities and entertainment.

E. Nothing contained herein shall be deemed to create any liability to Landlord for any personal injury, or any damage to motor vehicles, vessels, or other property of Tenant's members, employees or others, unless caused by the gross negligence or willful misconduct of Landlord, its agents, servants or employees. Tenant is solely responsible for the security of the Premises, and for the safety of those using the Premises and/or the Main Lagoon pursuant to this Lease or any permits or licenses from the City. Tenant acknowledges that if Landlord provides security guards or police patrols for Aquatic Park or any portion thereof, Landlord does not represent, guarantee or assume responsibility that Tenant or any person or entity will be secure from losses or injury caused by the acts of third parties and does not assume responsibility for any such illegal acts. Tenant hereby waives any present or future claims Tenant may have against Landlord, whether known or unknown, for bodily injury or property damage arising from the performance of such security agents. City shall not be obligated to provide any public liability or property damage or loss insurance for the benefit of Tenant or any other person or entity.

F. Tenant will use its best efforts to maintain effective relations with other users of Aquatic Park and with neighbors. Tenant shall park vehicles only in legal and/or designated parking areas and only for the legal period of time; shall deposit all trash in legal containers; shall not deposit food or material of any kind on adjacent Premises; and shall respect the sensitive environment of Aquatic Park. Landlord has the right at any time to revise the traffic flow on Bolivar Drive, provided Tenant continues to have vehicular access to the Premises.

G. Tenant shall not interfere with the free and unobstructed access by the public to Aquatic Park. Tenant shall not preclude other users of Aquatic Park from exercising a different use without first obtaining any and all appropriate permits. Tenant shall be obligated to permit such access to Aquatic Park as required for consistency with applicable laws of the State of

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California, the Grant, and/or City's plans adopted from time to time; however, this sentence is not intended to, and shall not be construed to, confer any right of action upon any third party.

H. Landlord reserves to itself the right to grant to others in the future nonexclusive utility easements over, under, through, across, in or on the Premises in locations that will not unreasonably interfere with Tenant's access to or use of the Premises. Any interference shall be temporary, and all work on the Premises shall proceed expeditiously. Tenant shall be given reasonable notice before commencement of any work on the Premises. In the event the installation or maintenance of such future utility lines in such easements causes any damage to the Premises, or any portion thereof, or to the Building, or other facilities located upon the Premises, including but not limited to pavement, curbs and sidewalks, the same shall be repaired by Landlord at its expense, if not so repaired by the party installing and maintaining the line.

Landlord shall hold harmless and indemnify Tenant from all claims arising out of the grant or use of such a utility easement, except to the extent they result from the negligence or willful misconduct of Tenant or its sub-lessees or sub-tenants.

7. SERVICES

A. Tenant shall make all arrangements for and pay for all utilities and services, including electric, gas, water, sewer, garbage and telephone, and all fees and periodic charges related thereto.

B. Landlord makes no representation or warranty that the supply of any utility or service to the Premises and/or the Building will not be interrupted, delayed or reduced.

C. Landlord shall not be liable for damages to either person or property; nor shall Landlord be deemed to have evicted Tenant; nor shall there be any abatement of any rent; nor shall Tenant be relieved from performance of any covenant on its part to be performed hereunder by reason of any (i) breakdown of equipment or machinery utilized in supplying utilities or services; (ii) interruption of or failure to supply or delay in supplying any such utilities or services; (iii) the limitation or restriction on use of water, electricity gas, or telecommunications service serving the Property or Aquatic Park; or (iv) failure to repair or cure any of the foregoing, except in the case of Landlord's gross negligence or willful misconduct.

8. OBLIGATION OF TENANT TO REMOVE PERSONAL PROPERTY

Upon the expiration of this Agreement, Tenant is obligated to remove any personal property placed in the Premises by the Tenant. If any personal property does remain on the Premises upon the expiration of the Agreement it will be considered abandoned personal property, which will be removed, by the City and the Tenant will be responsible for all costs associated with removing the personal property from the Premises.

9. ALTERATIONS AND IMPROVEMENTS

A. Tenant acknowledges that Landlord owns the Premises. Tenant accepts the Premises from Landlord in its "as is" condition, the conditions that exist as of the Effective Date of this Lease. Tenant acknowledges that Landlord makes no representation or warranty concerning (i) the physical condition of the Premises; (ii) the Premises suitability for Tenant's

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proposed use; or (iii) the presence of any Hazardous Substance in or about the Property or the Premises, except as otherwise expressly set forth in this Lease. Landlord has encouraged Tenant to make its own physical inspection of all aspects of the Property and the Premises and to conduct its own investigation as to the suitability of the Property and the Premises for Tenant's use.

B. Upon the execution of this Lease, Landlord approves and requires the improvements to the Premises listed on Exhibit “B” that shall be completed by Tenant. Tenant shall complete the improvements within the timeframe as stated in Exhibit “B” (Tenant’s work).

Tenant shall not make any alterations, additions or improvements to the Premises (i) costing in excess of $5,000 for any single instance or $15,000 in the aggregate for any twelve (12) consecutive months or (ii) affecting the Building structure or utility systems, or attach any fixture or item of equipment thereto without Landlord's prior written consent except for the improvements listed in Exhibit “B”. All such alterations, additions, or improvements shall be made at Tenant's sole expense in accordance with Landlord's General Design Requirements (if any) and the plans and specifications (including specifications for materials to be used in connection therewith) and a statement of the estimated cost of such work submitted to and approved by Landlord (collectively the "Plans and Specifications"). If the cost thereof exceeds $5,000 for any single instance, or if such Tenant's work involves the Building structure or utility systems, any contractor or person selected by Tenant must be a licensed contractor. Landlord, in its sole discretion, shall approve or disapprove Tenant's request and may disapprove Tenant's use of any materials or substances, including but not limited to asbestos and fiber glass, which Landlord, in its sole discretion, deems potentially hazardous, toxic or threatening to health. To the extent that Tenant's work shall require a building permit or other permits from the City of Berkeley, Bay Conservation and Development Commission ("BCDC") and/or any other governmental agency, Tenant shall not perform any of Tenant's work until Tenant has obtained all requisite permits. Tenant further shall comply with all prevailing wage requirements of California Labor Code Sections 1720 et seq., to the extent such requirements are applicable to Tenant's work.

C. Tenant acknowledges that a jet fuel line runs under the property, and any Tenant digging or excavation of any kind on the property must be approved in advance by Landlord and Parks Superintendent.

D. Except as otherwise expressly provided in this Lease, Tenant shall not repair, replace or modify any utility system located within the Building without the Landlord's prior written consent. Tenant is responsible for the repair of any damage to any utility system, structural element of the Building(s), facilities of Landlord or any other facilities arising out of Tenant's construction activities or Tenant's negligence or willful misconduct; provided, however, such provision is not intended to and shall not be interpreted to make any other person or entity a third party beneficiary thereof.

E. This Lease specifically prohibits Tenant, or any other party, from expanding uses or structures allowed on the Premises beyond those designated in use permits approved by the City of Berkeley. Notwithstanding approval of any new Use Permit allowing expansion, or any future expansion of the uses in existing buildings, or additions to existing buildings or docks, or construction of any new buildings or docks, or moving existing buildings onto the Premises, are all subject to the prior written approval of the Landlord (with the exception of Exhibit “B”) and

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all improvements (including Exhibit “B” Improvements) are subject to the environmental review and permit regulations and approvals of same by all applicable local, state, and federal agencies.

F. If Tenant proposes to make or construct any alterations, improvements, additions or fixtures (other than Exhibit “B” Improvements) that affect any portion of the Premises or any structures located on the Premises that are allowed under an existing use permit, Tenant shall first provide the Landlord with thirty (30) days prior written notice. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits.

G. Except for Exhibit “B” Improvements, Tenant shall not substantially deface or change any floors, walls, ceilings, roofs, or partition any of the structures or improvements on the Premises without first providing thirty (30) days written notice to Landlord. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. Except as may be specifically approved in writing by Landlord, Tenant shall require all contractors to provide a labor and materials bond for the full amount of any contract for improvements that exceed $50,000, including any applicable Exhibit “B” Improvements. Tenant shall pay, when due, all sums of money that may be due or become due for any labor, services, materials, supplies or equipment furnished to or for Tenant in, at, upon or about the Premises and which may be secured by any mechanic's, material men’s or other lien against the Premises or Landlord's interest therein.

All alterations, improvements or additions that are now or in the future attached permanently to the Premises shall be the Property of Landlord and shall remain with the Property at the termination of this Lease, except that Landlord can elect within thirty (30) days of the termination of the Lease to require Tenant, at its cost, to remove any equipment that Tenant has affixed to the Premises.

H. 1. Tenant agrees that to the extent it is required to comply with the prevailing wage requirements, Tenant shall assure that all workers are paid the prevailing rate of per diem wages, and travel and subsistence payments (defined in applicable collective bargaining agreements filed in accordance with Section 1773.8 of the California Labor Code), in effect on the date of Landlord's first approval of a building permit or other approval of the work. Copies of the applicable prevailing rate of per diem wages are on file at Landlord's principal office and will be made available to any interested party on request. Tenant agrees to post a copy of the prevailing rate of per diem wages at the Property. Tenant, as a penalty to Landlord, shall forfeit Twenty-Five Dollars ($25) for each calendar day, or portion thereof (or such other sum as specified from time to time by Section 1775 of the California Labor Code), for each worker paid less than the applicable prevailing rates for such work or craft in which such worker is employed.

The difference between such prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Tenant.

2. Tenant agrees to keep or cause to be kept by each contractor and subcontractor an accurate payroll record for each worker employed on Tenant's work covered by this subsection H showing all of the information specified in subsection (a) of Section 1776 of the California Labor Code. All such payroll records shall be certified, available for inspection and filed in accordance with the procedures specified in subsections (b)-(e) inclusive of Section

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1776 of the California Labor Code. In the event of noncompliance with the foregoing requirements concerning payroll records which continues for more than ten (10) days after Landlord gives Tenant written notice specifying in what respects Tenant must comply, Tenant shall forfeit, as a penalty to Landlord, for each worker Twenty-Five Dollars ($25) for each calendar day, or portion thereof, until strict compliance is effectuated. Tenant shall be responsible for complying with Section 1777.5 of the California Labor Code concerning apprenticeable occupations, with respect to all work covered by that section. For purposes of the prevailing wage requirements of this subsection, Tenant shall be deemed to be a "contractor" as that term is used in Sections 1720 et seq., of the California Labor Code. Except where the context otherwise requires, the definitions of terms and phrases contained in the State prevailing wage law, Sections 1720 et seq., of the California Labor Code, and in the implementing administrative regulations, shall apply to the same terms and phrases which are used in the prevailing wage requirements of this subsection H.

10. LIENS

Tenant shall keep the Premises, the Building, and Aquatic Park free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant. In the event that Tenant shall not cause any such liens to be released of record, Landlord shall have, in addition to all other remedies provided herein or by law, the right (but not the obligation) to cause the same to be released by such means as Landlord shall deem proper, including payment of the claim giving rise to such lien. All sums paid and all expenses incurred by Landlord in connection therewith shall be reimbursed by Tenant promptly on demand. Landlord shall have the right to post and keep posted on the Premises any notices (including, without limitation, notices of non-responsibility pursuant to California Civil Code Section 3094) that Landlord may deem proper for protection of Landlord and the Premises. Tenant shall give Landlord at least ten (10) business days' prior notice of the date of commencement of any Tenant's work on or in the Premises to allow Landlord to post such notices.

11. TENANT AND LANDLORD MAINTENANCE OBLIGATIONS

A. Tenant agrees that during the entire term of this Lease, at its own cost and expense, it shall keep and maintain the Building(s) on the Premises, and all leasehold improvements, fixtures, furniture, and other improvements located on the Premises in good- quality order, repair and condition. Except as otherwise provided in this Lease, Tenant shall perform, at its own cost and expense, any and all maintenance, removal of graffiti, repairs, or rehabilitation to the Building(s), whether required by deterioration or by operations of Tenant or otherwise. This obligation includes any repairs to the roof or building structure.

B. To the extent applicable, Tenant hereby waives the provisions of Civil Code Sections 1941 and 1942, and any other provision of law now or hereafter in effect, with regard to the habitability of the Property and the Premises.

C. "Good-quality order, repair and condition", as used herein, shall mean the maintenance, repair, or renovation of the Building, equipment, furniture, fixtures, outdoor lighting, signage, and appurtenances necessary to keep and maintain the Building in efficient and attractive condition, given the nature and age of the Building, at any time during the term of this Lease.

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D. Tenant shall provide its own janitorial service for the Premises, and all of Tenant's rubbish shall be removed by Tenant to such location(s) on the Premises or within Aquatic Park as may be designated by Landlord for pick-up and disposal by the Landlord.

E. In the event of a dispute that Landlord and Tenant cannot informally resolve, Tenant’s only remedy against Landlord shall be the right to terminate this Lease, effective thirty (30) days from the delivery of written notice to Landlord.

G. Nothing in this Section 11 shall be deemed to affect or impair Landlord's rights under Section 9 of this Lease. Tenant acknowledges that Landlord has no obligation and has made no promises to alter, remodel, improve, repair, decorate or paint the Building or to improve the Premises, or any part thereof. Landlord has made no representations respecting the condition of the Building, the Premises, or Aquatic Park, except as specifically set forth in this Lease.

12. ENVIRONMENTAL

A. Tenant shall follow all environmental rules and regulations as they apply to City agencies. Specifically, Tenant shall minimize waste and recycle and compost, as per Recycling and Composting Guidelines for City Buildings. Guidelines for creating a recycling program are attached as Exhibit “D”. Tenant must participate in a recycling service provided by the City or provide an acceptable alternative with the approval of the City’s Recycling Supervisor. To that end, Tenant shall:

1. Assign someone to be in charge of its recycling programs, and to communicate needs and questions to the City’s Solid Waste Management Division.

2. Recycle corrugated cardboard, office papers and beverage containers (glass bottles, plastic bottles, and cans)

3. Place collection containers for paper at convenient locations.

4. Educate employees and program participants about recycling procedures.

5. Recycle batteries and office equipment (contact the City’s Solid Waste Management Division for information about vendors).

6. Tenant shall recycle construction waste from tenant improvements.

7. Tenant shall conserve energy.

13. DAMAGE OR DESTRUCTION

A. In the event the Premises are damaged by fire, flood, earthquake, act of God, the elements, or other casualty, then (unless this Lease is terminated pursuant to this Section 13) Tenant shall forthwith repair the same, at its sole expense. In this event, Tenant shall be solely responsible for the loss, repair, and replacement of its equipment and leasehold improvements.

B. Anything in subsection A to the contrary notwithstanding, neither Tenant nor Landlord shall have any obligation to repair or rebuild the Premises or the Buildings following damage or destruction thereto if the damage or destruction is due to any cause or casualty other than one against which the responsible party is required to carry insurance or actually does carry insurance and such party reasonably estimates that the cost of repair or rebuilding exceeds ten percent (10%) of the replacement cost of the Premises or Buildings, as the case may be. If the

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responsible party elects not to repair any damage or destruction pursuant to this provision, such party shall give the other party notice of such election within sixty (60) days after the date of such damage or destruction; and this Lease shall terminate as of the date of such damage or destruction.

C. Tenant hereby waives the provisions of California Civil Code Sections 1932 and 1933 and any other statutes now or hereafter in effect which relate to termination of a lease when leased Premises is damaged or destroyed and agrees that such event shall be governed by the terms of this Lease.

14. INDEMNIFICATION

A. To the fullest extent permitted by law, Tenant shall (1) immediately defend and (2) indemnify Landlord, and its directors, officers, and employees from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with the Lease. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. The Tenant's obligation to indemnify applies regardless of whether a liability is a result of the negligence of any other person, unless it is adjudicated that the liability is caused by the sole active negligence or sole willful misconduct of an indemnified party.

B. The duty to defend is a separate and distinct obligation from the Tenant’s duty to indemnify. The Tenant shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the Landlord, the Landlord and its directors, officers, and employees, immediately upon submittal to the Tenant of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. A determination of comparative active negligence or willful misconduct by an indemnified party does not relieve the Tenant from its separate and distinct obligation to defend Landlord. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel if Tenant asserts that liability is caused in whole or in part by the negligence or willful misconduct of the indemnified party. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of an indemnified party, Tenant may submit a claim to the Landlord for reimbursement of reasonable attorneys’ fees and defense costs.

C. The review, acceptance or approval of any of Tenant’s work or work product by any indemnified party shall not affect, relieve or reduce the Tenant’s indemnification or defense obligations. This Section survives the termination of this Lease. The provisions of this Section are not limited by and do not affect the provisions of this Lease relating to insurance.

D. Liabilities subject to this Section include any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Tenant or any of the Tenant’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractor of the Tenant or its subcontractors, the Tenant shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or

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appropriate discipline of any responsible employee, agent, licensee or subcontractor.

15. INSURANCE

A. Tenant, at its sole expense, shall procure and maintain the following insurance:

1. Commercial general liability insurance insuring Tenant against any liability arising out of its use, occupancy, repair or maintenance of the Premises, the Building, Aquatic Park or the Main Lagoon, with a combined single limit of not less than $2,000,000 for injury to or death of one or more persons in any one accident or occurrence and Property damage in any one accident or occurrence. Such comprehensive general liability insurance shall include fire liability coverage and public liability and Property damage insurance, including personal injury, broad form Property damage, blanket contractual, and other coverage as may be reasonably required by Landlord. Landlord shall have the right, from time to time, to require Tenant to increase the amount of its comprehensive general liability insurance coverage if, in Landlord's reasonable opinion, the amount of such coverage is not sufficient in light of the risks insured and Tenant's use of the Premises or Aquatic Park.

2. Special F orm Property insurance for cost of damage to the Premises, including, without limitation, during any term of construction of Tenant's work, builders' All- Risk Insurance. Such insurance shall include coverage for vandalism and malicious mischief and cost of demolition and increased cost of construction by reason of changes in applicable ordinances/laws and shall not contain a co-insurance clause.

B. All policies of insurance and all renewals thereof shall be approved as to form and sufficiency by Landlord's Risk Manager and shall be issued by good and responsible companies qualified to do and doing business in California and rated A+: XIII or better in the most recent version of Best's Insurance Guide. Each of the required insurance coverages except for workers compensation (i) shall name Landlord and each of its Affiliates as additional insureds and, with respect to casualty insurance, as their respective interests may appear and (ii) shall provide that it may not be canceled or altered by the insurer in such manner as to adversely affect the coverage unless sixty (60) days' prior notice is given by certified mail to Landlord at the address set forth in Section 35 below, or to such place as Landlord may from time to time designate in a notice to Tenant.

C. An original certificate of each policy of insurance shall be delivered to Landlord prior to the date the Premises is delivered to Tenant and from time to time during the Term. If Tenant shall fail to procure or maintain any insurance required hereunder or shall fail to furnish to Landlord any duplicate policy or certificate, Landlord may obtain such insurance; and any premium or cost paid by Landlord for such insurance shall be reimbursed by Tenant promptly upon Landlord's demand. Tenant shall make good faith efforts to ensure that at least sixty (60) days prior to the expiration of any such policy, an extension endorsement showing that such insurance coverage has been or will be renewed or extended shall be delivered to Landlord and if, despite such good faith efforts, such extension endorsement cannot be timely delivered, Tenant shall cause to be delivered to Landlord within said time other reasonable documentary evidence of renewal of coverage and shall continue exercising diligent efforts to deliver to Landlord the required extension endorsement. If such coverage is canceled or reduced, Tenant,

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within ten (10) days after receipt of written notice of such cancellation or reduction in coverage but in no event later than the effective date of cancellation or reduction, shall deliver to Landlord a certificate showing that the required insurance has been reinstated or provided through another insurance company(ies). Upon Tenant's failure to so deliver such certificate, Landlord may, without further notice and at its option, (1) exercise Landlord's rights as provided in this Lease or (2) procure such insurance coverage at Tenant's expense and Tenant shall promptly reimburse Landlord for such expense.

D. If any of the insurance required in this Section 15 is provided under a claims- made form of policy, Tenant shall maintain such coverage continuously throughout the Term and without lapse for a period of not less than five (5) years beyond the termination of this Lease, to the effect that should occurrences during the Term give rise to claims made after termination of this Lease, such claims shall be covered by such claims-made policies.

E. Each of Tenant's Pr operty insurance policies insuring the Premises and Tenant's Property in the Premises shall include a waiver of the insurer's right of subrogation against Landlord, or, if such waiver should be unobtainable or unenforceable, (i) an express agreement that such policy shall not be invalidated if the assured waives, before the casualty, the right of recovery against any party responsible for a casualty covered by the policy or (ii) any other form of permission concerning the assured's right to waive its right of recovery. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable, Tenant shall so notify Landlord promptly after learning thereof.

F. Tenant hereby releases Landlord with respect to any claim (including a claim for negligence) which Tenant might otherwise have against Landlord for loss, damage or destruction of Tenant's Property occurring during the Term to the extent to which Tenant is insured under a policy (ies) containing a waiver of subrogation or agreement or permission to release liability, as provided in E. above. If, notwithstanding the recovery of insurance proceeds by Tenant for such loss, damage or destruction, Landlord is liable to Tenant with respect thereto or is obligated under this Lease to make replacement, repair, restoration or payment, then (provided Tenant's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected) the amount of the net proceeds of the Tenant's insurance against such loss, damage or destruction shall be offset against Landlord's liability to Tenant therefore or shall be made available to Landlord to pay for replacement, repair or restoration, as the case may be. Nothing contained herein shall relieve either party of any duty to repair, restore or rebuild imposed elsewhere in this Lease or shall nullify any abatement of rent provided for elsewhere in this Lease.

G. If Tenant employs any person, it shall carry workers' compensation and employer's liability insurance and shall provide a certificate of insurance to the Landlord. The workers' compensation insurance shall: provide that the insurance carrier shall not cancel, terminate, or otherwise modify the terms and conditions of said insurance except upon thirty (30) days prior written notice to the Landlord; provide for a waiver of any right of subrogation against Landlord to the extent permitted by law; and be approved as to form and sufficiency by the Landlord's Risk Manager.

H. If a death, serious personal injury, or substantial Property damage occurs in connection with the performance of this Lease, Tenant shall immediately notify the Landlord's

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Risk Manager. If any accident occurs in connection with this Lease, Tenant shall promptly submit a written report to Landlord, in such form as the Landlord may require. This report shall include the following information: 1) name and address of the injured or deceased person(s); 2) name and address of Tenant's subtenant, if any; 3) name and address of Tenant's liability insurance carrier; and 4) a detailed description of the accident, including whether any of Landlord's equipment, tools or materials were involved.

I. Tenant shall forward all insurance documents to:

Parks, Recreation & Waterfront Department
City of Berkeley
2180 Milvia St., 3
rd Floor
Berkeley, CA 94704

16. COMPLIANCE WITH LAWS

A. Tenant, at its sole expense, shall promptly comply with all applicable laws, ordinances, rules, regulations, permits or requirements now or hereafter in effect (whether foreseen or unforeseen by Landlord or Tenant), with the requirements of any board of fire underwriters or similar body now or hereafter constituted; with any occupancy certificate issued by any public officer and with the provisions of all recorded documents affecting the Premises, insofar as any of the foregoing relate to or affect the condition, use or occupancy of the Premises or the Building. Such compliance by Tenant shall include, without limitation, compliance with all obligations to alter, maintain, or restore the Premises (and, as applicable, the Building), or construct improvements in or to the Premises, regardless of cost and regardless of when during the term of the Lease the work is required.

B. Tenant acknowledges that conducting its operations at the Premises and making certain alterations and improvements may require an authorization, approval or permit (collectively, "Regulatory Approval") from a governmental authority having jurisdiction over the Premises, including but not limited to the Bay Conservation and Development Commission.

Tenant shall be solely responsible for obtaining any such Regulatory Approval, and Tenant shall not seek any Regulatory Approval without first obtaining the approval of Landlord, except for items listed on Exhibit “B”. All costs associated with applying for and obtaining any necessary Regulatory Approval shall be borne by Tenant. Tenant shall be solely responsible for complying with any and all conditions imposed by regulatory agencies as part of a Regulatory Approval; however, Landlord shall not take any action that would materially interfere or prevent Tenant from complying with all such conditions. Any fines or penalties imposed as a result of the failure of Tenant to comply with the terms and conditions of any Regulatory Approval shall be paid and discharged by Tenant, and Landlord shall have no liability, monetary or otherwise, for said fines and penalties, except to the extent that such fines or penalties were caused by the willful acts or omissions of Landlord. To the fullest extent permitted by law, Tenant agrees to indemnify and hold Landlord and its officers, agents and employees harmless from and against any loss, expense, cost, damage, attorneys' fees, penalties, claims or liabilities which Landlord may incur as a result of Tenant's failure to timely obtain or comply with the terms and conditions of any Regulatory Approval. Landlord agrees to cooperate (but only to the same extent and in the same manner as a non-public entity could so cooperate, and not as an exercise of Landlord's police or regulatory power) with Tenant in filing, processing and obtaining all Regulatory

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Approvals, and upon request of Tenant, to join with Tenant as co-applicant in filing, processing and obtaining all Regulatory Approvals; provided, however, that Landlord may refuse to file, process or obtain Regulatory Approvals or to join Tenant as a co-applicant if Landlord determines in its sole and absolute discretion that it is not in Landlord's best interest to do so.

Nothing contained herein shall be deemed to limit or otherwise constrain Landlord's discretion, powers, and duties as a regulatory agency with certain police powers.

C. Tenant understands and agrees that Landlord is entering into this Lease in its capacity as a landowner with a proprietary interest in the Premises and not as a regulatory agency of the City of Berkeley with certain police powers. Landlord's legal status shall in no way limit the obligation of Tenant to obtain any required approvals from Landlord's departments, boards, or commissions that have jurisdiction over the Premises. By Landlord's entering into this Lease, neither Landlord nor any of City Council, boards, commissions, agencies, departments, or Affiliates obligates itself to any other governmental agent, board, commission or agency, or to Tenant, or to any other individual or entity, with regard to any discretionary action relating to development or operation of the Premises or Aquatic Park. Discretionary action includes but is not limited to rezonings, variances, environmental clearances, or any other governmental agency approvals that may be required or desirable for the improvement, alteration, or operation of the Premises or Aquatic Park. By entering into this Lease, Landlord is in no way modifying or limiting the obligation of Tenant to cause the Premises to be used and occupied in accordance with all laws.

17. ASSIGNMENT AND SUBLEASE

A. Any provision of this Lease to the contrary notwithstanding, Tenant shall not directly or indirectly, by operation of law or otherwise, transfer, assign, pledge, encumber or hypothecate this Lease or all or any portion of the Premises or Tenant's interest in and to the Premises (collectively, an "Assignment") or sublet the Premises or any portion thereof or permit the Premises or any portion thereof to be used, occupied or managed by anyone other than Tenant pursuant to any Lease, use or concession agreement or otherwise (collectively, a "Sublease") without first obtaining Landlord’s written consent. Any assignment, encumbrance, or sublease without Landlord's written consent shall be voidable and, at Landlord's election, shall constitute a default. City has the sole discretion to determine whether to agree to any sublease or assignment. No consent to any assignment, encumbrance, or sublease shall constitute a further waiver of the provisions of this paragraph.

B. Neither this Lease nor any interest therein shall be assignable or transferable in proceedings in attachment, garnishment, or execution against Tenant, in voluntary or involuntary proceedings in bankruptcy or insolvency or receivership taken by or against Tenant or by any process of law. Possession of the Premises shall not be divested from Tenant in such proceedings or by any process of law without the prior written consent of Landlord.

C. Tenant expressly waives any rights that it might otherwise be deemed to possess pursuant to applicable law, including without limitation, Section 1997.040 of the California Civil Code, to limit any remedy of Landlord pursuant to Section 1951.2 or 1951.4 of the Code by means of proof that enforcement of a restriction on use of the Premises would be unreasonable.

18. INSPECTION

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Landlord may enter the Premises at all reasonable times (with reasonable advance notice except in case of emergency) (i) to inspect the same; (ii) to exhibit the same to prospective purchasers, mortgagees or tenants; (iii) to conduct tests, inspections and surveys to determine whether Tenant is complying with all of its obligations hereunder; (iv) to post notices of nonresponsibility or other notices that may be permitted hereunder; (v) to post "to Lease" signs of reasonable size upon the Premises during the last ninety (90) days of the Term; and (vi) to make repairs required or permitted to be made by Landlord or repairs to any adjoining space or any utility systems or to make repairs, alterations or additions to any other portion of the Building or Aquatic Park; provided, however, that all such work shall be done as promptly and with as little interference to Tenant as reasonably possible. Tenant hereby waives all claims against Landlord for any injury or inconvenience to or interference with Tenant's business or any loss of occupancy or quiet enjoyment of the Premises resulting from Landlord's entry into the Premises or any work performed therein by Landlord. Landlord shall at all times have a key to all doors in and about the Premises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have the right to use any and all means which Landlord may deem proper in an emergency to obtain entry to the Premises. Tenant also shall provide Landlord with written notice of the name, address, telephone number, and Tenant's account number of the burglar alarm company (if any) utilized by Tenant for the Premises. Any entry to the Premises by any of said means or otherwise shall not under any circumstances be deemed a forcible or unlawful entry into or a detainer of the Premises or an eviction (actual or constructive) of Tenant from the Premises.

19. DEFAULT

The occurrence of any one of the following shall constitute an event of default on the part of Tenant:

A. Failure to Use Premises. Failure to use the Premises as specified in Sections 5 and 6.

B. Nonpayment of Rent. Failure to pay any installment of rent or any other sum due and payable hereunder upon the date when such payment is due, such failure continuing for a period of five (5) days after written notice of such failure; provided, however, that Landlord shall not be required to provide such notice more than twice during any consecutive twelve (12) months with respect to non-payment of any portion of rent, the third such non-payment during any consecutive twelve (12) months constituting an event of default without requirement of notice.

C. Other Obligations. Failure to perform any obligation, agreement or covenant under this Lease, such failure having continued for thirty (30) days after notice of such failure from Landlord or such longer period as is reasonably necessary to remedy such default, provided that Tenant has commenced to remedy the default within such thirty (30) day period and shall continuously and diligently pursue such remedy until such default is cured.

D. General Assignment. A general assignment by Tenant for the benefit of creditors.

E. Bankruptcy. The filing of a voluntary petition in bankruptcy by Tenant, or the

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filing of an involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of thirty (30) days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and to continue to perform the obligations of Tenant hereunder, such trustee or Tenant, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant hereunder outstanding as of the date of affirmance and shall provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations hereunder. Any transferee (by operation of law or otherwise) must provide Landlord with adequate assurance of its future performance under this Lease. In the event of Tenant's bankruptcy, insolvency or reorganization, the parties specifically intend that the actions of the trustee or Tenant in assuming and/or assigning this Lease shall be governed by Section 365 of Title 11 of the United States Code applicable to shopping center leases.

F. Receivership. The employment of a receiver to take possession of all or substantially all of Tenant's assets in the Premises.

G. Insolvency. The attachment, execution or other judicial seizure of all or substantially all of Tenant's assets in or on the Premises; the admission by Tenant in writing of its inability to pay its debts as they become due; the filing by Tenant of a petition seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future law or regulation; the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or if, within thirty (30) days after the commencement of any proceeding against Tenant seeking reorganization or arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future law or regulation, such proceeding shall not have been dismissed.

H. Release of Hazardous or Toxic Substances or Materials and Other Environmental Impacts. Any release or discharge in, on, under, around, or from the Premises and/or Aquatic Park by Tenant, its agents or employees of Hazardous Substances which has not been fully cleaned up within ten (10) days after such release or discharge. Any negative impacts to the natural habitat and environment of Aquatic Park and/or the Main Lagoon caused by Tenant that are documented by a qualified, independent source and for which reasonable remediation measures are not available, or the Tenant fails to cooperate with the Landlord in implementing in a timely manner reasonable measures intended to mitigate any negative impacts.

I. Illegal Drugs. Any release or discharge of chemicals, toxics, solution in connection with the manufacturing and mixing of any illegal substance on the premises.

J. Non-compliance with lease term. Failure to perform any of the obligations and improvements listed on Exhibit “B”, such failure continuing for 30 days after notice from the landlord of said default.

20. REMEDIES UPON DEFAULT

A. Termination. In the event of the occurrence of any event of default, Landlord shall have the right immediately to terminate this Lease by written notice and at any time thereafter to recover possession of the Premises or any part thereof and to expel and remove

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Tenant, any other person or party occupying the same and all Premises located therein, by any lawful means and to reenter the Premises without prejudice to any of the remedies that Landlord may have under this Lease or under law or equity.

B. Continuation After Default. In the event of any default, this Lease shall continue in effect for so long as Landlord does not terminate this Lease under subsection A above. In such case, Landlord may enforce all its rights and remedies under this Lease, including without limitation, the right to recover rent as it becomes due, and all of its rights and remedies under law. Acts of maintenance, preservation, efforts to relet the Premises for Tenant's account or the appointment of a receiver upon application of Landlord to protect Landlord's interest under this Lease shall not constitute an election to terminate this Lease or Tenant's right to possession.

C. Damages Upon Termination. Should Landlord terminate this Lease pursuant to subsection A above, in addition to any other rights and remedies to which it may be entitled under applicable law, Landlord shall be entitled to recover from Tenant: (i) the worth at the time of the award of the unpaid rent and other amounts which had been earned at the time of termination; plus (ii) the worth at the time of the award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such rent loss that Tenant proves reasonably could have been avoided; plus (iii) the worth at the time of the award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rent loss that Tenant proves reasonably could be avoided; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which, in the ordinary course of things, would likely result therefrom, including without limitation, the costs and expenses (including brokerage commissions and advertising costs) incurred by Landlord, with or without terminating the Lease, (1) in retaking possession of the Premises; (2) in cleaning and making repairs and alterations to the Premises reasonably necessary to return the Premises to good condition for the use permitted by this Lease and otherwise to prepare the Premises for reletting;(3) in removing all persons and personal property from the Premises and transporting and storing any of Tenant's personal property left at the Premises, although Landlord shall have no obligation to remove, transport, or store any of such personal property; and (4) in reletting the Premises for such term, at such rent and upon such other terms and conditions as Landlord in its sole discretion may deem advisable; plus (v) such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under California law. The "worth at the time of award" of the amounts referred to in (i) and (ii) shall be computed with interest at the maximum rate allowed by law. The "worth at the time of award" of the amount referred to in (iii) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%).

D. Computation of Rent For Purposes of Default. For purposes of computing unpaid rent which would have accrued and become payable pursuant to subsection C above, unpaid rent shall include the total rent for the balance of the term of the Lease.

E. Remedies Cumulative. All rights, privileges and elections or remedies of the parties are cumulative and not alternative to the extent permitted by law and except as otherwise specifically provided herein.

F. No Waiver. Landlord's waiver of any breach of a covenant or condition hereof, or

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Landlord's failure to declare any default immediately upon occurrence thereof or a delay in taking any action in connection therewith shall not waive such breach or such covenant or condition or any subsequent breach thereof. The subsequent acceptance of rent or other monies by Landlord shall not be deemed a waiver of any preceding default by Tenant, other than the failure of Tenant to pay the particular rent or other sum so accepted, regardless of Landlord's knowledge of such default at the time of its acceptance of rent.

G. No Right of Redemption. Tenant waives any right of redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 and 1179 or any other present or future law in the event Tenant is evicted or Landlord takes possession of the Premises by reason of Tenant's default.

21. ENVIRONMENTAL OBLIGATIONS

A. Tenant shall not, without Landlord's prior written consent (which consent may be granted or denied in Landlord's sole discretion), install, bring into or release or discharge in, on, under, around, or from the Premises any (i) asbestos-containing materials, (ii) electrical transformers, fluorescent light fixtures with ballasts or other equipment containing PCB's or (iii) materials which constitute hazardous, extremely hazardous or toxic materials under the Resource Conservation and Recovery Act, the California Hazardous Waste Control Act, the Comprehensive Environmental Response Compensation and Liability Act, the California Safe Drinking Water and Toxic Enforcement Act of 1986 or any other applicable law or regulation concerning hazardous or toxic materials, (collectively "Hazardous Substances") and has not done so prior to the effective date of this Lease. Any Hazardous Substances which are used, stored, treated, disposed of or released from the Premises by Tenant or its representatives, agents, employees or invitees, shall be used, stored, treated, released and disposed of in accordance with all applicable laws and regulations.

B. If Tenant knows or has reasonable cause to believe that any Hazardous Substance has been released on or beneath the Premises, Tenant shall immediately notify the Berkeley Police Department and the Toxic Management Office and promptly give written notice of same to Landlord. If Tenant knows or has reasonable cause to believe that such substance is an imminent and material danger to public health or safety, Tenant shall take all actions necessary to alleviate such danger. Tenant shall provide to Landlord as promptly as possible, and in any event within five business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises or Tenant's use thereof and concerning Hazardous Substances. Tenant shall not negotiate or enter into any settlement agreement, consent decree or other compromise in respect of Hazardous Substances affecting the Premises or the Premises without first giving Landlord prior written notice and full opportunity to appear, intervene or otherwise protect Landlord's rights and interests.

C. Without limitation of the provisions of Section 14 hereof, Tenant shall indemnify, defend and hold Landlord and its affiliates harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses which arise during or after the term of this Lease as a result of the handling of Hazardous Substances on the Premises, or Aquatic Park by Tenant, its agents or invitees, including without limitation, all costs of monitoring, investigating, and remediation of the same, damages for diminution in the value of the Premises, damages for

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the loss or restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of any such space and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees. This indemnification by Tenant includes, but is not limited to, costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal or restoration work requested by Landlord or required by any federal, state or local governmental agency or political subdivision because of Hazardous Substance present in the soil or groundwater in, on or under the Premises or in any improvements. Without limiting the foregoing, if the presence of any Hazardous Substance in, on, under or about the Premises caused or permitted by Tenant results in any contamination of the Premises or Aquatic Park, Tenant, at its sole expense, promptly shall take all action that is necessary to return the Premises to the condition existing prior to the introduction of such Hazardous Substance in, on, under or about the Premises; provided that Landlord's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions could not potentially have any material adverse effect upon the Premises. Tenant's obligations under this Section 21.C. shall survive the expiration or termination of this Lease.

22. LANDLORD'S RIGHT TO CURE

All covenants to be performed by Tenant shall be performed at Tenant's sole cost and expense and without abatement of rent. Without limiting Landlord's rights under any other provision of this Lease, if Tenant shall fail to pay any sum of money or shall fail to perform any other act and such failure shall have become an event of default under Section 19, Landlord, without waiving or releasing Tenant from any of its obligations, may make (but shall not be obligated to make) any such payment or perform any such other act. All sums so paid by Landlord and all necessary incidental costs shall be deemed additional rent and shall be payable to Landlord immediately upon Landlord's written demand.

23. EMINENT DOMAIN

A. If all or any part of the Premises shall be taken as a result of the exercise of the power of eminent domain, this Lease shall terminate as to the part so taken on the earlier of the dates that title vests in the condemning authority or such authority takes possession of the Premises. In the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by written notice to the other party within thirty (30) days after such date of taking; provided, however, that Tenant shall have no right to terminate this Lease unless the portion of the Premises taken shall be of such extent and nature as substantially to impede or impair Tenant's use of the balance of the Premises. In the event of any such taking, Landlord shall be entitled to all compensation, damages, income, rent, awards and interest that may be paid or made in connection with such taking. Tenant shall have no claim against Landlord for the value of any unexpired Term; however, Landlord shall cooperate with Tenant if Tenant seeks to recover, at its sole expense, proceeds or awards paid to compensate for damage to the "goodwill" associated with Tenant's business. Any such amounts recovered shall belong to Tenant.

B. If any part of the Premises shall be so taken and this Lease shall not be terminated, then this Lease shall continue in full force and effect, except that the Rent shall be reduced in the same proportion that the rentable area of the Premises taken bears to the original rentable area of the Premises. Landlord, upon receipt of the award, shall make all necessary

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repairs and alterations (exclusive of Tenant's trade fixtures, furniture, furnishings, personal Premises, decorations, signs and contents) to restore the portion of the Premises remaining to as near its former condition as the circumstances will permit and to restore the Building to the extent necessary to constitute the portion of the Building not so taken a complete architectural unit. Landlord, in any event, shall not be required to spend for such repairs and alterations an amount in excess of the amount received by Landlord as damages for the taking of such part of the Premises and/or Building; and Tenant, at its sole cost and expense, shall make all necessary repairs and alterations to Tenant's trade and lighting fixtures, furniture, furnishings, personal Premises, decorations, signs and contents.

C. As used herein, the "amount received by Landlord" shall mean that portion of the award received by Landlord as damages from the condemning authority which is free and clear of all prior claims or collections by Landlord and less reasonable attorneys' and appraisers' fees and expenses.

24. SUBORDINATION

A. This Lease shall be subject and subordinated to (i) all ground or underlying leases which have been or may hereafter be executed affecting the Premises, (ii) any Declaration of Covenants, Conditions and Restrictions now or hereafter recorded affecting Aquatic Park, all without the necessity of having further instruments executed on behalf of Tenant to effectuate such subordination.

B. Tenant agrees to execute and deliver upon demand such further instruments or documents as may reasonably be required by Landlord to evidence any such subordination of this Lease. Tenant hereby constitutes and appoints Landlord, as Tenant's attorney-in-fact, coupled with an interest, to execute and deliver any such instrument(s) on behalf of Tenant.

25. NO MERGER

The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies or operate as an assignment to it of any or all such subleases or subtenancies.

26. TRANSFER BY LANDLORD

In the event the original Landlord or any successor owner of Aquatic Park shall sell or convey the Premises or the Building, or any portion thereof that includes the Premises, all liabilities and obligations on the part of the original Landlord or such successor owner shall terminate. All such liabilities and obligations thereupon shall be binding only upon the new owner. Tenant agrees to attorn to such new owner.

27. ESTOPPEL CERTIFICATES

From time to time, Tenant shall execute and deliver to Landlord promptly upon request a certificate certifying (i) that this Lease is unmodified and in full force and effect or, if there has been any modification, that this Lease is in full force and effect as modified, and stating the date

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and nature of each such modification; (ii) the date to which rent and other sums payable hereunder have been paid; (iii) that no notice has been received by Tenant of any default which has not been cured, except as to defaults specified in such certificate; (iv) that Landlord is not in default under this Lease and that Tenant has no claims, charges, offsets or defenses against Landlord, or specifying the nature of any such default or claim, charges, offsets or defense; and (v) such other matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by any prospective purchaser, vendee, or other party. If Tenant fails to execute and deliver any such certificate within ten (10) business days after Landlord's written request, such failure, at Landlord's election, shall be conclusive against Tenant that this Lease is in full force and effect, without modification (except as may be represented by Landlord), that there are no uncured defaults in Landlord's performance, and that not more than one month's rent has been paid in advance.

28. HOLDING OVER
If, after the expiration of the Term of the Lease, Tenant remains in possession of the Premises with Landlord’s consent all provisions of this Lease shall remain in effect with the following exceptions: (1)Tenant shall become a tenant from month-to-month, such tenancy terminable on thirty (30) days’ notice given at any time by either party; and (2) the Rent shall increase to 120% of the amount of the rent when the Lease expired.

29. CHANGES BY LANDLORD
A. The description of the Premises and the location of any Premises utility system(s), including without limitation electrical, plumbing, shall be subject to such minor changes as Landlord determines to be necessary or desirable in the course of any construction performed by or under the authorization of Landlord. No such changes shall invalidate or affect this Lease. Landlord shall effect such changes using reasonable efforts not to disturb Tenant's business. Tenant shall have no claim against Landlord for abatement of rent or loss of business as a result of any such disturbance.

B. Landlord shall have the right in its sole discretion to, among other things, change permitted land uses, install, maintain and remove public improvements, change the arrangement, character, use or location of entrances or passageways, walkways, streets, sidewalks, parking areas, stairs, landscaping, toilets, and other facilities and portions of Aquatic Park, and to change the name, number or designation by which the Building is commonly known. None of the foregoing shall be deemed an actual or constructive eviction of Tenant, nor shall it entitle Tenant to any reduction of rent hereunder or result in any liability of Landlord to Tenant; provided, however, Landlord shall not unreasonably obstruct or interfere with access to or the lines of sight toward the Premises.

30. GOVERNING LAW
This Lease shall be governed by the laws of the State of California.

31. SECURITY DEPOSIT
As security for the full and faithful performance by Tenant of each and every term, provision,

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covenant, and condition of this Lease, Tenant shall deposit with Landlord in an amount of THREE HUNDRED DOLLARS ($300), unless waived in whole or in part by Landlord. Such security shall be deposited on or before the Effective Date of this Lease.

If Tenant defaults in respect to any of the terms, provisions, covenants and conditions of this Lease, including but not limited to the payment of rent, Landlord may use the security deposit or any portion of it to cure the default or compensate the Landlord for all damage sustained by Landlord resulting from Tenant's default. If Landlord so uses any portion of the security deposit, Tenant will restore the security deposit to its original amount within ten (10) days after written demand from Landlord.

Landlord will not be required to keep the security deposit separate from its own funds and Tenant shall not be entitled to interest on the security deposit. The security deposit will not be a limitation on Landlord's damages or other rights under this Lease, or a payment of liquidated damages or an advance payment of the rent. If Tenant pays the rent and performs all of its other obligations under this Lease, Landlord shall return the unused portion of the security deposit to Tenant within sixty (60) days after the end of the term. Landlord may deliver the security deposit to a purchaser of the Premises and be discharged from further liability with respect to it.

32. SIGNAGE

The size, design, material and location of any sign, marquee, awning, decoration or other attachment, advertising material or lettering on the Premises or on the exterior of the Building (collectively "signage") shall be subject to Landlord's prior written approval. All such signage shall comply with the criteria outlined in Landlord's General Design Requirements (if any) and shall be subject to the following provisions:

A. Tenant, at its sole expense, shall submit to Landlord a written description of all proposed signage, including dimensions, color, proposed location and other pertinent information ("Signage Proposal"). Landlord shall review the Signage Proposal and shall notify Tenant in writing of its approval, or reason(s) for its disapproval, within thirty (30) business days after Landlord's receipt of the Signage Proposal. If disapproved, Tenant shall make all required modifications to the Signage Proposal and shall resubmit the same to Landlord within seven (7) days after its receipt of Landlord's disapproval.

B. Within ten (10) days after Landlord's approval of the Signage Proposal, Tenant, at its sole expense, shall cause to be prepared and submitted to Landlord two (2) sets of plans ("Sign Plans") reflecting in detail the information contained in the approved Signage Proposal.

Landlord shall review the Sign Plans within thirty (30) days after Landlord's receipt of the same.

C. Upon Tenant's receipt of its sign permit from Landlord, Tenant shall construct and/or install all signage shown on the Sign Plans; in any event, however, Tenant shall complete such construction and/or installation not later than thirty (30) days after the sign permit is issued, unless otherwise agreed to by the City in writing.

D. Upon Landlord's request, Tenant immediately shall remove any signage that Tenant has placed or permitted to be placed in, on or about the Premises or Building contrary to the terms of this Section 32. If Tenant fails to do so, Landlord may enter upon the Premises and

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remove the same at Tenant's expense. Tenant, at its sole expense, shall maintain and replace all approved signage and shall repair, at its sole expense, any damage to the Building caused by the erection, maintenance or removal of any signage, including any damage caused by Tenant's removal of its signage at the expiration or earlier termination of the Lease. Tenant also shall comply with such regulations as may from time to time be promulgated by Landlord governing the signage of all tenants in Aquatic Park.

33. NO PARTNERSHIP

It is expressly understood and agreed that Landlord shall not be deemed in any way or for any purpose a partner, agent or principal of Tenant, in the conduct of its business or otherwise, or a joint venture or member of a joint enterprise with Tenant.

34. NO WAIVER

Landlord's waiver of Tenant's breach of any covenant or condition shall not be deemed a waiver of any subsequent breach of the same or any other covenant or condition, nor shall any custom or practice which may develop between the parties in the administration of the terms hereof be construed to waive or to lessen the right of Landlord to insist upon Tenant's performance in strict accordance with the terms of this Lease.

35. NOTICES

All notices, demands, consents or approvals which may or are required to be given by either party shall be in writing and shall be deemed to have been received when delivered personally or on the earlier of the date of actual receipt or two (2) business days following deposit in the United States mail, registered or certified, postage prepaid, addressed as follows:

To Tenant: Youth Musical Theater Company
1000 42nd Street
Oakland, CA 94608

To Landlord: Parks, Recreation & Waterfront
City of Berkeley
2180 Milvia Street, 3 rd Floor
Berkeley, CA 94704

With copy to: City Manager
City of Berkeley
2180 Milvia Street, 5th Floor
Berkeley, CA 94704

Notices to Landlord regarding Hazardous Substances required by Section 21 hereof shall be sent both to the above addresses and to such other place as either party may from time to time designate in a written notice to the other party, or in the case of Tenant, delivered to the Premises.

Tenant will appoint an agent to receive the service of all proceedings, demands, and

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notices hereunder the person in charge of or occupying the Premises at the time. If no person shall be in charge of or occupying the same, then such service may be made by attaching the same on the main entrance of the Premises

36. COMPLETE AGREEMENT
This Lease is intended by the parties as the final expression of their agreement with respect to such terms as are included herein and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Lease constitutes the complete and exclusive statement of its terms, and no extrinsic evidence whatsoever may be introduced in any judicial or other proceeding involving this Lease. The language and all parts of this Lease shall be construed as a whole and in accordance with its fair meaning and not restricted for or against either party. This Lease may be modified or amended only by a written instrument signed by both parties.

37. REQUESTS FOR CONSENT; WAIVER OF CLAIM
Tenant hereby waives any claim for damages against Landlord that it may have based upon any assertion that Landlord unreasonably has withheld or has delayed any consent or approval, and Tenant's sole remedy shall be an action for specific performance of such provision, injunction or declaratory judgment. In the event of a final determination in Tenant's favor, the requested consent or approval shall be deemed to have been granted.

38. INTERPRETATION
The use of masculine, feminine, or neuter genders shall include the other genders, and the singular shall include the plural and vice-versa. Headings are intended for convenience only and shall not be referred to in construing any provision. If there is more than one party as Tenant, the obligations imposed upon Tenant shall be joint and several. If any provision(s) of this Lease shall be found, to any extent, to be invalid or unenforceable the remainder of the Lease shall not be affected thereby.

39. SUCCESSORS AND ASSIGNS
This Lease shall be binding upon and shall inure to the benefit of Landlord, its successors and assigns, and shall be binding upon and shall inure to the benefit of Tenant, its heirs, successors and (to the extent assignment may be permitted hereunder) assigns.

40. AUTHORITY
If Tenant is a corporation or partnership, each of the persons executing this Lease on behalf of Tenant covenants and warrants that Tenant is a duly authorized and existing corporation or partnership, that Tenant has and is qualified to do business in California, that Tenant has full right and authority to enter into this Lease and that each person signing on behalf of Tenant is authorized to do so.

41. UNAVOIDABLE DELAYS

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33 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

A. In the event that Tenant or Landlord is delayed, directly or indirectly, from the performance of any act or thing required to be done or performed under the terms or conditions hereof by acts of the other party to this Lease, acts of God, fire, floods, inclement weather, unavoidable governmental action, strikes or labor difficulties of any and all kinds, shortages of or delay in the delivery of materials, acts of war, riot and civil commotion, or by any other cause beyond the reasonable control of Tenant or Landlord, as the case may be, such failure shall not be deemed to be a breach of this Lease or a violation of any such covenants or conditions and the time within which Tenant or Landlord must perform any such act shall be extended by a period of time equal to the period of delay arising from any of such causes.

B. Notwithstanding any provision of this Section 41 or any other provision of this Lease to the contrary, it is understood and agreed that there shall be no abatement of, or delay in the commencement of, or payment of any sum due to Landlord under this Lease.

42. TIME OF THE ESSENCE

Time is of the essence of each and every covenant and condition of this Lease.

43. BROKERAGE

Landlord and Tenant hereby represent and warrant, each to the other, that they have not disclosed this Lease or the subject matter hereof to, and have not otherwise dealt with, any broker, finder or any other person, firm, corporation or other legal entity so as to create any legal right or claim of whatsoever kind or nature for a commission or similar fee or compensation with respect to the Premises or this Lease. Landlord and Tenant hereby indemnify each other against, and agree to hold each other harmless from, any liability or claim (and all expenses, including attorneys' fees, incurred in defending any such claim or in enforcing this indemnity) for a real estate brokerage commission or similar fee or compensation arising out of or in any way connected with any claimed dealings with the indemnitor and relating to the Premises or this Lease.

44. CITY NON-DISCRIMINATION ORDINANCE

A. Tenant hereby agrees to comply with the provisions of the Berkeley Municipal Code ("B.M.C."), including without limitation Chapter 13.26, as amended from time to time. In the performance of its obligations under this Lease, Tenant agrees as follows:

1. Tenant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, national origin, age (over 40), sex, pregnancy, marital status, disability, sexual orientation or AIDS.

2. Tenant shall permit Landlord access to records of employment, employment advertisements, application forms, EEO-1 forms, affirmative action plans and any other documents which, in the reasonable opinion of Landlord, are necessary to monitor compliance with this non-discrimination provision. In addition, Tenant shall fill out, in a timely fashion, forms supplied by Landlord to monitor this non-discrimination provision.

B. Tenant understands that this Lease is governed by City Council Resolution No.

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34 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

58,664 – N.S.. This resolution, as may be amended from time, stipulates that Tenant's memberships policies may be reviewed by the City for compliance therewith at any time, and that unsatisfactory membership policies may result in non-renewal of this Lease or termination by the City.

45. NON-DISCRIMINATION AGAINST PERSONS WITH DISABILITIES

A. If Tenant provides any aid, service or benefit to others on the Landlord’s behalf, Tenant shall, in the provision of such aid, service or benefit, observe and comply with all applicable provisions of Title II of the Americans with Disabilities Act of 1990 and any amendments thereto. Tenant shall further observe and comply with all applicable federal, state, municipal and local laws, ordinances, codes and regulations prohibiting discrimination against individuals with disabilities or ensuring that individuals with disabilities are not excluded from participating in or receiving benefits, services or activities of the Landlord.

B. If Tenant is or becomes a "public accommodation" as defined in Title III of the Americans with Disabilities Act of 1990, Tenant shall observe and comply with all applicable provisions of the Act and any amendments thereto, and all applicable federal, state, municipal and local laws, ordinances, codes and regulations prohibiting discrimination on the basis of disability in the full and equal enjoyment of goods, services, facilities, privileges, advantages, or accommodations offered by the Tenant. All of Tenant's activities must be in accordance with these laws, ordinances, codes, and regulations, and Tenant shall be solely responsible for complying therewith.

46. CONFLICT OF INTEREST PROHIBITED

A. In accordance with California Government Code Section 1090, Berkeley City Charter Section 36 and B.M.C. Chapter 3.64, neither Tenant nor any employee, officer, director, partner or member of Tenant, or immediate family member of any of the preceding, shall have served as an elected officer, an employee, or a board, a committee or commission member of Landlord, who has directly or indirectly influenced the making of this Lease.

B. In accordance with California Government Code Section 1090 and the Political Reform Act, (Government Code Section 87100 et seq.,) no person who is a director, officer, partner, trustee, employee or consultant of Tenant, or immediate family member of any of the preceding, shall make or participate in a decision made by Landlord or any of its boards, commissions or committees, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or Tenant, except to the extent permitted by 2 California Code of Regulations, Section 18700(c)(2).

C. Interpretation of this paragraph shall be governed by the definitions and provisions used in the Political Reform Act, Government Code section 87100 et seq., its implementing regulations, manuals and codes, Government Code section 1090, Berkeley City Charter section 36 and B.M.C. Chapter 3.64, as amended from time to time.

47. NUCLEAR FREE BERKELEY

Tenant agrees to comply with B.M.C. Chapter 12.90, the Nuclear Free Berkeley Act, as

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35 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

amended from time to time.

48. OPPRESSIVE STATES

A. In accordance with Resolution No. 59,853 – N.S., Tenant certifies that it has no contractual relations with, and agrees during the term of this Lease to forego contractual relations to provide personal services to, the following entities:

(1) The governing regime in any Oppressive State.
(2) Any business or corporation organized under the authority of the governing regime of any Oppressive State.
(3) Any individual, firm, partnership, corporation, association, or any other commercial organization, and including parent-entities and wholly-owned subsidiaries (to the extent that their operations are related to the purpose of this Lease) for the express purpose of assisting in business operations or trading with any public or private entity located in any Oppressive State.

B. For purposes of this Lease, the Tibet Autonomous Region and the provinces of Ado, Kham, and U-Tsang shall be deemed oppressive states.

C. Tenant’s failure to comply with this paragraph shall constitute a default of this Lease and Landlord may terminate this Lease pursuant to Section 19. In the event that Landlord terminates this Lease due to a default under this provision, Landlord may deem Tenant a non- responsible bidder for five (5) years from the date this Lease is terminated.

49. BERKELEY LIVING WAGE ORDINANCE (LWO)

A. Tenant agrees to comply with Berkeley Municipal Code Chapter 13.27, the Berkeley Living Wage Ordinance (LWO). If Tenant employs six (6) or more part-time or full- time employees, and generates $350,000 or more in annual gross receipts, Tenant will be required to provide all eligible employees with City mandated minimum compensation during the term of this lease, as defined in B.M.C. Chapter 13.27, and well as comply with the terms enumerated herein.

B. Tenant shall be required to maintain all reasonable records and documents that would establish whether Tenant is subject to Berkeley's Living Wage Ordinance. If Tenant is subject to the LWO, as defined therein, Tenant 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 Tenant for health benefits, if any, for each of its employees providing services under the lease. The records described in this paragraph shall be made available upon the City's request. The failure to produce these records upon demand shall be considered a default, subject to the provisions contained in Section 19 herein.

C. If Tenant is subject to the LWO, Tenant 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. Subtenants shall be required to comply with this ordinance

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36 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

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

D. If Tenant fails to comply with the requirements of this the LWO and this lease, the City shall have the rights and remedies described in this Section, in addition to any rights and remedies provided by law or equity.

Tenant's failure to comply with this Section shall constitute default of the lease, upon which City may terminate this lease pursuant to Section 19.

In addition, at City's sole discretion, Tenant may be responsible for liquidated damages in the amount of $50 per employee per day for each and every instance of an underpayment to an employee. It is mutually understood and agreed that Tenant's failure to pay all of its eligible employees at least the applicable living wage rate will result in damages being sustained by the City; that the nature and amount of the damages will be extremely difficult and impractical to fix; that the liquidated damages set forth herein is the nearest and most exact measure of damage for such breach that can be fixed at this time; and that the liquidated damage amount is not intended as a penalty of forfeiture for Tenant's breach.

50. BERKELEY EQUAL BENEFITS ORDINANCE (EBO)

A. Tenant hereby agrees to comply with the provisions of the Berkeley Equal Benefits Ordinance, B.M.C. Chapter 13.29. If Tenant is currently subject to the Berkeley Equal Benefits Ordinance, Tenant will be required to provide all eligible employees with City mandated equal benefits during the term of this lease, as defined in B.M.C. Chapter 13.29, as well as comply with the terms enumerated herein.

B. If Tenant is currently or becomes subject to the Berkeley Equal Benefits Ordinance, Tenant agrees to supply the City with any records the City deems necessary to determine compliance with this provision. Failure to do so shall be a considered a default, subject to the provisions of Section 19 of this lease.

C. If Tenant fails to comply with the requirements of this Section, City shall have the rights and remedies described in this Section, in addition to any rights and remedies provided by law or equity.

Tenant’s failure to comply with this section shall constitute default of the lease, upon which City may terminate this lease pursuant to Section 20.

In addition, at City’s sole discretion, Tenant may be responsible for liquidated damages in the amount of $50.00 per employee per day for each and every instance of violation of this Section. It is mutually understood and agreed that Tenant’s failure to provide its employees with equal benefits will result in damages being sustained by City; that the nature and amount of these damages will be extremely difficult and impractical to fix; that the liquidated damages set forth herein is the nearest and most exact measure of damages for such breach that can be fixed at this time; and that the liquidated damage amount is not intended as a penalty or forfeiture for Tenant’s breach.

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37 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

51. REQUIRED ACCESSIBILITY DISCLOSURE

A. Landlord hereby advises Tenant that the Premises and Facility have not undergone an inspection by a certified access specialist, and except to the extent expressly set forth in this Ground Lease, Landlord shall have no liability or responsibility to make any repairs or modifications to the Premises or the Project in order to comply with accessibility standards. The following disclosure is hereby made pursuant to applicable California law:

B. “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” [Cal. Civ. Code Section 1938(e)]. Any CASp inspection shall be conducted in compliance with reasonable rules in effect at the Premises with regard to such inspections and shall be subject to Landlord’s prior written consent.

52. AUDIT

Pursuant to Section 61 of the Berkeley City Charter, the City Auditor's Office, or its designee, may conduct an audit of Tenant's financial, performance and compliance records maintained in connection with the operations and services performed under this Lease, and with the payments made under this Lease. In the event of such audit, Tenant agrees to make all such financial, performance and compliance records available to the Auditor's Office, or to its designee. City agrees to provide Tenant an opportunity to discuss and respond to any findings before a final audit report is filed.

53. CITY BUSINESS L ICENSE, PAYMENT OF TAXES, TAX I.D. NUMBER

Tenant has obtained a City business license as required by B.M.C. Chapter 9.04, and its license number is written below; or, Tenant is exempt from the provisions of B.M.C. Chapter

9.04 and has written below the specific B.M.C. section under which it is exempt. Tenant shall pay all state and federal income taxes and any other taxes lawfully assessed and due. Tenant certifies under penalty of perjury that the taxpayer identification number written below is correct.

54. SURVIVAL

The provisions of this Lease and obligations of Tenant, that by their nature, are to be performed after or are to survive termination of this Lease shall survive such termination.

55. EXHIBITS

Exhibits A, B, and C, and any other exhibit, addendum or schedule referenced in this Lease are made a part hereof by this reference.

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39 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant
Exhibit “A”: Leased Premises
The Premises are located within Aquatic Park in the City of Berkeley, CA. The Premises consist of two wood-frame buildings, whose addresses are 2925 and 2945 Bolivar Drive.

The Property includes the fenced-in yard around and between the two buildings. The Property does not include the 13’ x 9’ Tool Lock-Up Area within a fenced enclosure located 56 feet north of the NW corner of the building at 2925 Bolivar Drive. The Premises does not include any portion of the lagoon, or any docks or other appurtenances that extend into the lagoon. It does not include exclusive use of any of the surrounding Aquatic Park land beyond that mentioned above.

Rev - 58
Exhibit "B" Schedule of Improvements
Youth Musical Theater Company
Year What/Location Description Estimated Cost
2022 Exterior
Create a new porch/ ADA landing space at front door
of Building A $ 10,000
2022 Exterior Metal gate and framed re-entry $ 9,000
2022 Heating and cooling system HVAC system (A/C plus air filtration system) $ 10,500 2024 Landscaping Weeding and Planters near Building A $ 10,000 2025 Heating and cooling system Drainage and sump pump $ 5,000 2026 Painting Rebuild/ Restoration of exterior paint $ 5,000 2027 Flooring New (sprung) floors in Building A $ 18,000 2029 Windows New windows in Building A $ 12,000
2030 Heating and cooling system Add heating system in Building B $ 5,000 2033 Door Barn door off Building A $ 45,000
TOTAL $ 129,500.00

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41 2925 & 2945 Bolivar Drive Lease – YMTC, Tenant

Exhibit “C”: Berkeley Municipal Code, Chapter 6.04

Rev - 60
Ordinance No. 7,931-N.S. Page 1 of 3
ORDINANCE NO. 7,931-N.S.

AUTHORIZING THE CITY MANAGER TO ENTER INTO A LEASE AGREEMENT FOR

OFFICE SPACE FOR THE OFFICE OF THE DIRECTOR OF POLICE
ACCOUNTABILITY AT 1900 ADDISON STREET
BE IT ORDAINED by the Council of the City of Berkeley as follows:

Section 1. FINDINGS
The City Manager, or their designee, is hereby authorized to execute a lease agreement with The Shamszad Family Living Trust for the property located at 1900 Addison Street with a lease term beginning on September 1, 2024 with an initial term of ten (10) years.

The lease shall be on substantially the terms set forth in Exhibit A.

Section 2. AUTHORIZATION FOR CITY MANAGER TO ENTER INTO LEASE AT 1900

ADDISON STREET
The City Manager is hereby authorized to enter into a 10-year lease agreement with the option for a 10-year extension with The Shamszad Family Living Trust for real property located at 1900 Addison Street. Such lease shall be on substantially the terms set forth in Exhibit A.

Section 3. Copies of this Ordinance shall be posted for two days prior to adoption in the display case located near the walkway in front of the Maudelle Shirek Building, 2134 Martin Luther King Jr. Way. Within 15 days of adoption, copies of this Ordinance shall be filed at each branch of the Berkeley Public Library and the title shall be published in a newspaper of general circulation.

At a regular meeting of the Council of the City of Berkeley held on July 23, 2024, this Ordinance was passed to print and ordered published by posting by the following vote:

Ayes: Bartlett, Hahn, Humbert, Kesarwani, Lunaparra, Taplin, Tregub, Wengraf, and Arreguin.

Noes: None.

Absent: None.

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Ordinance No. 7,931-N.S. Page 2 of 3
Exhibit A: Lease Terms and Conditions

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Ordinance No. 7,931-N.S. Page 3 of 3
Exhibit B: Floor Plans

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Exhibit A: Lease Terms and Conditions

Rev - 64

LEASE

By and Between
THE

SHAMSZAD FAMILY LIVING TRUST
("La
ndlord")
and

CITY OF BERKELEY
a Charter City organized and existing under the laws of the State of California ("Tenant")
Dated: September 1, 2024
DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

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i

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 66

LEASE

BASIC LEASE INFORMATION

1. Landlord: The Shamszad Family Living Trust
2105 Martin Luther King Jr. Way, 2nd Floor
Berkeley, CA 94704
Attn: SG Real Estate, Inc.

Telephone: 510-704-1240
Email Address: [email protected]

2. Tenant: City of Berkeley
2180 Milvia Street
Berkeley, CA 94704

Tenant Contact: Public Works Department – Real Property 1947 Center Street, 5th Floor, Suite 521
Berkeley, CA 94704
Phone: 510-981-6453
Email Address: [email protected] and
[email protected]

3. Effective Date: September 1, 2024

4. Premises: Approximately 5,150 rentable square feet of office space consisting of Suites 300 and 350 located on the third floor of the building commonly known and referred to as 1900 Addison Street, Berkeley, California 94704 (the “Premises”).

5. Permitted Uses: General office, administration, classrooms, and training functions including but not limited to the Police Accountability Board and the Office of the Director of Police Accountability. Any other associated or related legal uses shall be permitted.

6. Initial Term: T en (10) year(s), commencing on the "Effective Date."

7. Base Rent: Monthly Base Rent due during the Term shall be as per the following schedule:

Months Monthly Rent
01 $-0-
02 – 12 $13,647.50
13 – 24 $13,920.45
DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

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2 25 – 36 $14,198.86
37 – 48 $14,482.84
49 – 60 $14,772.49
61 – 72 $15,067.94
73 – 84 $15,369.30
85 – 96 $15,676.69
97 – 108 $15,990.22
109 – 120 $16,310.03

8. Interim Space: From June 1, 2024 through September 1, 2024 or when improvements to the Premises are complete and deemed occupiable, whichever comes first, the landlord agrees to provide alternative office space at 2020 Milvia Street, Berkeley, CA for the Tenant’s use at no cost to the Tenant.

The Basic Lease Information set forth above and the Exhibits attached hereto are incorporated into and made a part of the following Lease. In the event of any conflict between the Basic Lease Information and terms of the Lease, the terms of the Lease shall control.

LANDLORD'S INITIALS_______ TENANT'S INITIALS_______
DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

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1 LEASE
This Lease Agreement ("Lea se")
is made and entered into as of the effective date specified in Section 3 of the Basic Lease Information, above ("Effective Date"), by and between The Shamszad Family Living Trust ("Landlord"), and the City of Berkeley, a Charter City organized and existing under the laws of the State of California ("Tenant").

1. PREMISES.

1.1. Premises. Landlord is the owner of the land parcel(s) on which the Premises are located (the "Property"). Landlord hereby leases to Tenant, and Tenant leases from Landlord, the Premises together with Tenant Improvements (defined below), if any. A drawing depicting the general location and layout of the demised Premises is attached hereto and incorporated by reference as Exhibit A. Any improvements or alterations existing in the Premises, or otherwise constructed by Tenant or on Tenant's behalf therein (whether under this Lease, or any prior lease or sublease) are referred to in this Lease as "Tenant Improvements." Tenant shall also have non-exclusive use of three (3) parking stalls located on the Property.

2. TERM.

2.1. Initial Term. The "Initial Term" of this Lease shall be as set forth in Section 6 of the Basic Lease Information and shall commence as of the Commencement Date set forth in Section 6 of the Basic Lease Information. The Initial Term together with any Renewal Term(s), if any, are collectively referred to herein as the "Term."

2.2. Renewal Terms. Tenant shall have one (1) option to renew this Lease for a term of ten (10) years (a "Renewal Term").

2.2.1 Rent during Renewal Term. The Base Rent during each Renewal Term shall increase by two percent (2%). The Base Rent for the first year of the Renewal Term shall be equal to the last month Base Rent of the Initial Term times the two percent (2%) increase.

2.2.2 Notice. Tenant will provide Landlord with written notice of its election to renew the Lease with no less than four (4) months and not more than six (6) months, prior to the end of the Initial Term. If Tenants fails to provide such notice, its right to renew the Lease will not expire until fifteen (15) working days after the Tenant's receipt of Landlord's written demand that the Tenant exercise or forfeit the option to renew.

2.2.3 Extension of Term. Upon the commencement of a Renewal Term, all references to the Term of this lease will be deemed to mean the Term as extended pursuant to this Section 2.2.

2.2.4 Interim Space. From June 1, 2024 through September 1, 2024 or when improvements to the Premises are complete and deemed occupiable, whichever comes first, the landlord agrees to provide alternative office space at 2020 Milvia Street, Berkeley, CA for the Tenant’s use at no cost to the Tenant.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

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2 3. RENT

3.1. Base Rent, Rent. All Rent under this Lease shall commence as of the Commencement Date. Rent shall be paid as set forth in this Section 3. Tenant shall pay to Landlord, at Landlord's address for payment of Rent designated in Section 1 of the Basic Lease Information, or at such other address as Landlord may from time to time designate in writing to Tenant for the payment of Rent, the Base Rent designated in Section 7 of the Basic Lease Information, without notice, demand, offset or deduction, in advance, on the first day of each month of the Term. Upon execution of this Lease, Tenant shall pay to Landlord the first month's Base Rent. If Rent is due for a period of less than a full month, it shall be prorated for such partial month on the basis of a 30-day month.

3.1.1 Application of Payments. All payments received by Landlord from Tenant shall be applied to the oldest obligation owed by Tenant to Landlord. No designation by Tenant, either in a separate writing, on a check or money order, or otherwise shall modify this clause or have any force or effect.

4. UTILITIES.

4.1. Landlord Utility and Service Costs. Landlord shall pay for all utilities and services required or desired by Tenant in connection with its use or occupancy of the Premises, including: (i) heat and air conditioning; (ii) water; (iii) gas, if applicable; (iv) elevator or lift service, if any; (v) electricity; (vi) sewer; (vii) trash pick-up; and (viii) any other materials, services, or utilities (individually and collectively, the "Services").

4.2. Tenant’s Responsibilities. Tenant will be responsible and pay for any security, telephone service, and information technology (IT) brought into the Premises.

4.3. Conservation and Use Policies. Landlord shall comply with federal, state, or local governmental controls, rules, regulations, or restrictions on the use or consumption of energy or other utilities during the Term.

5. TAXES.

5.1. Taxes. As used in this Lease "Taxes" includes Property Taxes, Possessory Interest Taxes and Personal Taxes. Landlord shall be responsible for paying all Taxes under this Lease.

5.2. Property Taxes. "Property Taxes" means and includes all of the following: all real property taxes, public infrastructure improvement assessments or any other assessments, levies, fees, exactions or charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen (including fees "in lieu" of any such tax or assessment) which are assessed, levied, charged, conferred or imposed by any public authority upon the Property. Nothing contained in this Lease shall require Tenant to pay any franchise, corporate, estate or inheritance tax of Landlord, or any income, profits or revenue tax or charge upon the net income of Landlord.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 70

3 6. INSURANCE.

6.1. Landlord. Landlord shall maintain insurance or an insurance equivalent insuring the Premises (excluding Tenant's Property and any Tenant Improvements) on an occurrence basis against fire and extended coverage (including, "all risk" coverage, earthquake/volcanic action, flood and/or surface water insurance) similar in type and coverage limits to that carried by Landlord on its other properties. At Landlord’s option, such insurance or insurance equivalent may be carried under any blanket or umbrella policies or other insurance or insurance equivalent which Landlord has in force for other buildings or projects. Landlord may also carry such other insurance as Landlord may deem prudent or advisable, in such amounts and on such terms as Landlord shall determine. All such insurance or insurance equivalent maintained by Landlord pursuant to this Section 6.1 is referred to herein as "Landlord's Insurance."

6.2. Tenant. Tenant may elect to self-insure, jointly-insure, or maintain insurance or an insurance equivalent (including, but not limited to, that offered to a municipality through and by a joint powers authority, a self-insurance pool of liability coverage authorized pursuant to California Government Code Section 6500, or similar collective) insuring against bodily injury and property damage, personal injury, completed operations and products liability. Tenant shall add Landlord as additionally insured to its policy for any property damage. Tenant shall insure Tenant’s personal property located on or in the Premises. All such insurance or insurance equivalent maintained by Tenant pursuant to this Section 6.2 is referred to herein as "Tenant's Insurance."

7. INDEMNITY; LIABILITY EXEMPTION.

7.1. Indemnity. Except to the extent claims are caused by Tenant's sole negligence or willful misconduct, Landlord shall indemnify, protect, defend, and hold harmless Tenant and its elected officials, officers, employees, volunteers, lenders, agents, representatives, contractors and each of their successors and assigns from and against any and all claims, judgments, causes of action, damages, penalties, costs, liabilities, and expenses, including all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon, arising at any time during or after the Term as a result (directly or indirectly) of or in connection with (i) any default in the performance of any obligation on Landlord's part to be performed under the terms of this Lease; (ii) Landlord's use of the Premises, the conduct of Landlord's business or any activity, work or thing done, permitted or suffered by Landlord in or about the Premises or the Property; or (iii) any act, error or omission of Landlord in or about the Property or any portion thereof (collectively, the "Indemnification"). Landlord shall provide such Indemnification by and through counsel reasonably acceptable to Tenant. Without limiting Landlord's Indemnification obligations, Tenant shall be entitled to participate in the defense of any third-party claim that is reasonably likely to give rise to Indemnification claim under this Section 7.1. The obligations of Landlord under this Section 7.1 shall survive the DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 71

4 expiration or other termination of this Lease with respect to any claims or liability arising prior to such expiration or other termination.

7.2. Exemption of Landlord from Liability. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property including, but not limited to, Tenant's Property and any Tenant Improvements, and injury to or death of persons in, upon or about the Premises or the Property arising from any cause, and Tenant hereby waives all claims in respect thereof against Landlord, except to the extent such claims are caused by Landlord's sole or active negligence or willful misconduct. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom or for damage to the property of Tenant, or injury to or death of Tenant's officers, agents, or employees, or any other person in or about the Premises or the Property, whether such damage or injury is caused by fire, steam, electricity, gas, water or rain, or from the breakage, leakage or other defects of sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether said damage or injury results from conditions arising within or about the Premises or the Property or from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant, except damage or injury caused solely by Landlord's sole or active negligence or willful misconduct. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant or occupant, if any, of the Premises or the Property except to the extent such damages are cause by Landlord's failure to enforce the terms of any agreements with parties other than Tenant.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 72

5 8. REPAIRS AND MAINTENANCE

8.1. Roof and Exterior of Premises. Landlord shall keep the roof and exterior of the Premises in good order, condition, and repair, and shall maintain the structural integrity of the Building, including the exterior doors and their fixtures, closers and hinges, exterior windows, glass and glazing, used in the Building. Tenant shall maintain all locks and key systems used in the Premises.

8.2. Interior of Premises. Tenant shall keep and maintain the interior of the Premises in good order, condition and repair. Notwithstanding anything to the contrary, Landlord shall repair damage to the interior caused by its failure to maintain the exterior in good repair, including damage to the interior caused by roof leaks and/or interior and exterior wall leaks. Landlord shall maintain and replace any lighting in the interior of the Premises.

8.3. Utilities. Landlord shall maintain the electrical, replace any lighting in the Premises, water, and plumbing systems of the Premises in good order, condition, and repair.

8.4. HVAC. Landlord shall maintain the heating, ventilating, and air- conditioning ("HVAC") systems of the Premises in good order, condition, and repair.

8.5. Parking, Exterior Lighting, Landscaping. Landlord shall maintain the parking lot, exterior lighting system, and landscaping, in good order, condition, and repair.

8.6. Janitorial Services. Landlord shall provide janitorial services to the common areas of the property on a daily basis and shall be responsible any plumber services, if necessary. Tenant shall be responsible for any janitorial cleaning of the Premises.

8.7. Services by Landlord. If Tenant determines that the Premises require maintenance, construction, remodeling, or similar service that is beyond Landlord's responsibilities under this lease, at Tenant's request, Landlord shall perform such service at Tenant's expense. In performing the service, Landlord shall consult with Tenant and use either licensed insured contractors or employees of Landlord. Landlord shall obtain Tenant's prior written approval of the scope, terms, and cost of any contracts. Tenant may, by Tenant giving Landlord thirty (30) days prior written notice, change the level of service, terminate any or all service, or require that a service be performed by a different contractor.

Landlord has agreed to provide information technology (IT) work inside the Premises for Tenant, based on specifications provided by Tenant to Landlord’s contractor. In addition, Tenant shall pay to Landlord for the above IT work based on a final invoice from Landlord’s contractor.

9. ALTERATIONS.

9.1. Alterations. Tenant may, at its sole cost and expense, install, operate, maintain, upgrade, repair, or replace an alarm, access control, or other building security system.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 73

6 9.2. Standard of Work. All work to be performed by or on behalf of Tenant shall be performed diligently and in a first-class, workmanlike manner, and in compliance with all applicable Laws and all insurance carrier requirements. Landlord shall have the right, but not the obligation, to periodically inspect such work and may require changes in the method or quality thereof. In no event shall such work materially obstruct access to the Property or any portion thereof.

9.3. Damage; Removal. Tenant shall repair all damage to the Premises, Property and any portions thereof caused by the installation or removal of alterations or other work performed by or on behalf of Tenant. Upon the expiration or other termination of this Lease, Tenant shall remove Tenant's trade fixtures and other improvements, alterations and additions and restore the Premises to their condition existing prior to the construction or installation of any such items and perform any closure work, investigation and environmental remedial work required by the presence or suspected presence of any Hazardous Materials under Hazardous Materials Laws (as hereinafter defined) or by any other applicable Laws; provided, however, Landlord may require, upon written notice to Tenant no less than fifteen (15) days before the expiration or other termination of the Term, any such items (including trade fixtures) designated by Landlord to remain on the Premises, in which event they shall be and become the property of Landlord upon the expiration or other termination of this Lease. All such removals and restoration shall be accomplished in a good and workmanlike manner so as not to cause any damage to the Premises or the Property whatsoever and in strict accordance with all applicable Laws.

9.4. Liens. Tenant shall promptly pay and discharge all claims for labor performed, supplies furnished and services rendered at the request of Tenant and shall keep the Premises and Property and all portions thereof free of all mechanics' and materialmen's liens in connection therewith. Tenant shall provide at least ten (10) business days' prior written notice to Landlord before any labor is performed, supplies furnished or services rendered on or at the Premises and Landlord shall have the right to post on the Premises notices of non-responsibility. If any lien is filed, Tenant shall cause such lien to be released and removed within ten (10) days after the date of filing, and if Tenant fails to do so, Landlord may take such action as may be necessary to remove such lien, without the duty to investigate the validity of it, and Tenant shall pay Landlord such amounts expended by Landlord together with interest thereon, at the Applicable Interest Rate, from the date of expenditure.

9.5. Bonds. Landlord may require Tenant to provide Landlord, at Tenant's sole cost and expense, lien, performance, and payment completion bonds in an amount equal to one and one-half times the estimated cost of any alterations, additions, or improvements to insure Landlord, the Premises and the Property against any liability for mechanic's and materialmen's liens, and to ensure completion of the work and payment of any contractors or subcontractors.

10. USE; INSPECTION; QUIET ENJOYMENT.

10.1. Usage. The Premises shall be used only for the permitted uses set forth in Section 5 of the Basic Lease Information and for no other purpose without the prior written DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 74

7 consent of Landlord. Tenant acknowledges that neither Landlord nor any of Landlord's agents has made any representation or warranty with regard to the Premises, any Tenant Improvements, or the Property with respect to their suitability for the conduct of Tenant's business. Tenant's execution of this Lease and entry of the Premises hereunder shall conclusively establish that the foregoing when at such time in satisfactory condition.

Tenant, at Tenant's expense, shall comply with all applicable Hazardous Materials Laws, statutes, laws, codes, rules, orders, zoning, ordinances, directions, regulations, regulations, permits, or other requirements of federal, state, county, municipal, or other governmental authorities having jurisdiction, now in force or which may hereafter be in force (individually "Law" and collectively "Laws"), which shall impose any duty upon Landlord or Tenant with respect to the use, occupancy, or alteration of the Premises. Tenant shall be responsible for obtaining any permit or license required by any governmental agency permitting Tenant's use of the Premises.

10.2. Inspection. Landlord, or its representative or contractor, may enter the Premises by prior appointment between the hours of 9:00 a.m. and 4:30 p.m., Monday through Friday, holidays excepted, to determine that (i) the Premises is being reasonably cared for, (ii) no waste is being made and that all actions affecting the Premises are done in the manner best calculated to preserve the Premises, and (iii) Tenant is in compliance with the terms and conditions of this lease.

10.3. Quiet Enjoyment. Tenant may not commit, or suffer to be committed, any waste upon the Premises, or any nuisance or other act or thing that may disturb the quiet enjoyment of any other occupant of the Building. For so long as Tenant is in compliance with the material terms of this Lease, Landlord shall warrant and defend Tenant in the quiet enjoyment and possession of the Premises during the Term.

11. ENVIRONMENTAL MATTERS.

11.1. Hazardous Materials Defined. As used in this lease, the term "Hazardous Materials" refers to any and all pollutants, wastes, flammables, explosives, radioactive materials, hazardous or toxic materials, hazardous or toxic wastes, hazardous or toxic substances, carcinogenic materials or contaminants and all other materials governed, monitored, or regulated by any Federal, State or local law or regulation, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Substances Account Act, and/or the Resources Conservation and Recovery Act.

11.2. Warranty; Hold Harmless. Landlord warrants that Landlord has no knowledge of the presence of any Hazardous Materials or other contamination in or under the Building or Premises in violation of any laws, codes, rules, orders, ordinances, directives, regulations, permits, or other requirements of federal, state, county, municipal or governmental authorities having jurisdiction, now in force or which may hereafter be in force concerning the management, use, generation, storage, transportation, presence, discharge or disposal of Hazardous Materials. Landlord shall defend, save, protect and hold Tenant harmless from any loss arising out of the presence of any Hazardous Materials on the Premises that was not brought to the Premises by or at the request of Tenant, its agents, DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 75

8 contractors, invitees or employees. Landlord acknowledges and agrees that Tenant has no obligation to clean up or remediate, or contribute to the cost of clean-up or remediation, of any Hazardous Materials unless such Hazardous Materials are released, discharged or spilled on or about the Premises by Tenant or any of its agents, employees, contractors, invitees or other representatives. The obligations of this Section shall survive the expiration or earlier termination of this Lease

12. DAMAGE AND DESTRUCTION.

12.1. Perilous Condition. If, during the Term, Tenant's Public Works Director becomes aware of a perilous condition on the Premises that, in his or her opinion, substantially and significantly threatens the health and safety of Tenant's employees or invitees (a "Perilous Condition"), the Public Works Director, or his or her designee, will immediately notify Landlord of such Perilous Condition, and Landlord shall use best efforts to promptly eliminate the Perilous Condition. Landlord shall immediately address any condition reasonably constituting an emergency, whether Landlord learns of the condition through Lessee or otherwise. If Landlord fails to address a Perilous Condition within thirty- six (36) hours after Tenant's notice or to immediately address an emergency situation, Tenant may attempt to resolve the Perilous Condition or emergency situation. Landlord shall reimburse Tenant for any costs incurred by Tenant in addressing the Perilous Condition or emergency situation promptly upon receipt of any Tenant's invoice for such costs.

12.2. Casualty. If, during the Term, the Premises are totally or partially destroyed or utility Services are cut off from any cause rendering the Premises totally or partially inaccessible or unusable (the "Casualty"), and if the restoration can be made under then existing Laws and can be completed within one hundred twenty (120) days after obtaining all necessary permits therefor, then Landlord shall restore the Premises (excluding Tenant's Property and any Tenant Improvements) to substantially the same condition as they were in immediately before destruction. If the restoration cannot be so made, then within fifteen (15) days after Landlord determines that the restoration cannot be made as stated in this Section 12.2, Tenant may terminate this Lease immediately by giving written notice to Landlord. If the existing Laws do not permit the restoration, either party may terminate this Lease by giving ninety (90) days prior written notice to the other party. In case of Casualty, there shall be an abatement or reduction of Rent, between the date of Casualty and the date of completion of restoration if restoration takes place, or the date of termination if the Lease is terminated, based on the extent to which the destruction actually interferes with Tenant's use of the Premises.

12.3. Tenant's Fault. If the Premises, the Property, or any portion thereof, are damaged resulting from the negligence or breach of this Lease by Tenant or any of Tenant's Parties, Rent shall not be reduced during the repair of such damage, Tenant shall have no right to terminate this Lease as provided in Section 12.2, and Tenant shall be liable to Landlord for the cost of the repair caused thereby to the extent such cost is not covered by insurance proceeds.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 76

9 12.4. Repair Limitation. Notwithstanding anything in this Lease to the contrary, Landlord shall not be required to repair any injury or damage, by fire or other cause, to Tenant's Property or any Tenant Improvements, if any, or to rebuild, repair or replace any decorations, alterations, partitions, fixtures, trade fixtures, additions or other improvements installed on the Premises by or for Tenant, unless and to the extent Landlord has received insurance proceeds from Tenant's property insurance as provided in Section 6.2 above, and neither Tenant or Landlord has opted to terminate this Lease as provided in Section 12.2.

12.5. Waiver. The provisions of this Lease contain an express agreement between Landlord and Tenant that applies in the event of any Casualty. Tenant fully waives the provisions of any statute or regulation, including California Civil Code sections 1932(2) and 1933(4) (as amended from time to time, and successor statutes thereto) for any rights or obligations concerning a Casualty.

13. EMINENT DOMAIN.

13.1. Effect on Rights and Obligations. If any portion of the Premises is permanently taken by condemnation, this Lease shall remain in effect, except that Tenant may elect to terminate this Lease if 25% or more of the total number of square feet in the Premises is taken. If Tenant elects to terminate this Lease, Tenant must exercise its right to terminate by giving written notice to Landlord within 30 days after the nature and the extent of the taking have been finally determined, as of the date of termination, which date shall not be earlier than 30 days nor later than 90 days after Tenant has notified Landlord of its election to terminate; except that this Lease shall terminate on the date of taking if the date of taking falls on a date before the date of termination as designated by Tenant. If Tenant does not terminate this Lease within the 30-day period, this Lease shall continue in full force and effect, except that the Base Rent thereafter to be paid shall be reduced on a pro-rata basis. Tenant shall notify Landlord in writing of any condemnation or threatened condemnation within ten (10) days after Tenant receives notice of said action or threatened action. No condemnation of any kind shall be construed to constitute an actual or constructive eviction of Tenant or a breach of any express or implied covenant of quiet enjoyment.

13.2. Award. In connection with any condemnation, Landlord shall be entitled to receive all compensation and anything of value awarded, paid, or received in settlement or otherwise ("Award") and Tenant hereby irrevocably assigns and transfers to Landlord all rights to and interests in the Award and fully waives, releases, and relinquishes any claim to, right to make a claim on, or interest in the Award, including any amount attributable to any excess of the market value of the Premises for the remainder of the Term over the present value as of the termination date of the Rent payable for the remainder of the Term (commonly referred to as the "bonus value" of the Lease).

14. DEFAULT.

14.1. Events of Default. The occurrence of any of the following events shall, at Landlord's option, constitute an "Event of Default:"
DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 77

10 14.1.1 As to Tenant: (i) Tenant's failure to pay Rent within ten business days after receipt of a written notice of such failure from Landlord to Tenant; provided, however, that Tenant will have additional time if its failure to pay Rent is due to circumstances beyond its reasonable control, including, without limitation, failure of the Tenant's City Council to adopt a budget. In no event may such additional time exceed seventy five (75) days from receipt of a written notice; (ii) Tenant's failure to comply with any other material term or provision of this Lease if such failure is not remedied within thirty days after receipt of a written notice specifying the nature of the breach in reasonably sufficient detail; provided, however, if such default cannot reasonably be remedied within such thirty day period, then a default will not be deemed to occur until the occurrence of Tenant's failure to comply within the period of time that may be reasonably required to remedy the default, up to an aggregate of ninety days (90), provided Tenant commences curing such default within thirty (30) days and thereafter diligently proceeds to cure such default.

14.1.2 As to Landlord: (i) Landlord's failure to complete the Tenant Improvements in accordance with the Work; (ii) Landlord's failure to perform any other obligation under this lease if such failure is not remedied within thirty days after receipt of a written notice from Tenant to Landlord specifying the nature of the breach in reasonably sufficient detail; provided, however, if such breach cannot reasonably be remedied within such thirty day period, then a default will not be deemed to occur until the occurrence of Landlord's failure to perform within the period of time that may be reasonably required to remedy the breach, up to an aggregate of ninety days, provided Tenant commences curing such breach within thirty days and thereafter diligently proceeds to cure such breach.;

14.2. Remedies.

14.2.1 Termination. In the event of the occurrence of any Event of Default, Landlord shall have the right to give a written termination notice to Tenant and, on the date specified in such notice (which date shall be at least three (3) business days following the date of delivery of such notice), this Lease shall terminate unless on or before such date all arrears of Rent and all other sums payable by Tenant under this Lease and all costs and expenses incurred by or on behalf of Landlord hereunder shall have been paid by Tenant and all other Events of Default at the time existing shall have been fully remedied to the satisfaction of Landlord.

A. Repossession. Following termination, without prejudice to other remedies Landlord may have, Landlord may (i) peaceably re-enter the Premises upon voluntary surrender by Tenant or remove Tenant therefrom and any other persons occupying the Premises, using such legal proceedings as may be available; (ii) repossess the Premises or relet the Premises or any part thereof for such term (which may be for a term extending beyond the Term), at such rental and upon such other terms and conditions as Landlord in Landlord's sole discretion shall determine, with the right to make reasonable alterations and repairs to the Premises; and (iii) remove all personal property therefrom.

14.2.2 Tenant's Remedies. Upon the occurrence of a default by Landlord, Tenant may (i) terminate this Lease by giving thirty (30) days written notice to Landlord and quit the Premises without further cost or obligation to Tenant or (ii) proceed to repair or correct the failure and, at Tenant's option, either deduct the cost thereof from Rent due to Landlord, or DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 78

11 invoice Landlord for the cost of repair, which invoice Landlord shall pay in full promptly upon receipt

14.3. Cumulative. Each right and remedy of Landlord or Tenant provided for herein or now or hereafter existing at Law or in equity, by statute or otherwise shall be cumulative and shall not preclude Landlord from exercising any other rights or remedies provided for in this Lease or now or hereafter existing at Law or in equity, by statute or otherwise. No payment by Tenant of a lesser amount than the Rent nor any endorsement on any check or letter accompanying any check or payment of Rent shall be deemed an accord and satisfaction of full payment of Rent; and Landlord may accept such payment without prejudice to Landlord's right to recover the balance of such Rent or to pursue other remedies.

15. ASSIGNMENT AND SUBLETTING.

15.1. Landlord's Consent. Tenant shall not assign, sublet or otherwise transfer, whether voluntarily or involuntarily or by operation of Law, this Lease, the Premises or any part thereof, without Landlord's prior written approval, which approval Landlord shall not unreasonably withhold. Upon the assignment of the Lease by Tenant, the Tenant will have no further obligation under the Lease.

16. ESTOPPEL, ATTORNMENT AND SUBORDINATION.

16.1. Estoppel. Within thirty (30) days after request by Landlord, Tenant shall deliver an estoppel certificate duly executed and acknowledged to any proposed mortgagee, beneficiary, purchaser, or Landlord, in a commercially reasonable form substantially similar to that requested and a statement certifying, without limitation: (i) the date of commencement of this Lease; (ii) the fact that this Lease is unmodified and in full force and effect (or, if there have been modifications hereto, that this Lease is in full force and effect, as modified, and stating the date and nature of such modifications); (iii) the date to which the rental and other sums payable under this Lease have been paid; (iv) the fact that there are no current defaults under this Lease by either Landlord or Tenant except as specified in Tenant's statement; and (v) no deposit of any nature has been made in connection with the Lease (other than deposits the nature and amount of which are expressly described in the Lease). Landlord and Tenant intend that any statement delivered pursuant to this Section 16 may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the Premises, the Property or any interest therein. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may be represented by Landlord; (ii) there are no uncured defaults in Landlord's performance, (iii) not more than one (1) month's rental has been paid in advance; and (iv) no deposit of any nature has been made in connection with the Lease except as represented by Landlord. Except to the extent caused by Landlord's sole or active negligence or willful misconduct, Tenant shall indemnify and hold Landlord harmless from and against any and all damages, penalties, fines, taxes, costs, liabilities, losses and expenses (including, without limitation, reasonable attorneys' fees and court costs) which Landlord may sustain or incur as a result of or in connection with Tenant's failure or delay in delivering such estoppel certificate. If any financier should require that DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 79

12 this Lease be amended (other than in the description of the Premises, the Term, the permitted uses, the Rent or as will substantially, materially and adversely affect the rights of Tenant), Landlord shall give written notice thereof to Tenant, which notice shall be accompanied by a Lease supplement embodying such amendments. Tenant shall, within thirty (30) days after the receipt of Landlord's notice, execute and deliver to Landlord the tendered Lease supplement.

16.2. Subordination. This Lease shall be subject and subordinate to all ground leases, CC&Rs, and the lien of all mortgages and deeds of trust which now or hereafter affect the Premises or the Property or Landlord's interest therein, and all amendments thereto, all without the necessity of Tenant's executing further instruments to affect such subordination; provided, however, that Tenant's rights hereunder shall not be disturbed, except in accordance with the terms and provisions of this Lease. If at any time Landlord has a mortgage, loan, or other security instrument that is secured by a lien of a mortgage or deed of trust encumbering the Building, Landlord shall cause the lender(s) holding such lien to execute and deliver to Tenant a subordination, recognition and non-disturbance agreement in recordable form and in a form that is in substantial conformity with Exhibit B attached hereto. If requested, Tenant shall execute and deliver to Landlord within thirty (30) days after Landlord's request, whatever documentation that may reasonably be required to further effect the provisions of this Section 16.2.

16.3. Attornment. In the event of a foreclosure proceeding, the exercise of the power of sale under any mortgage or deed of trust or the termination of a ground lease, Tenant shall, if requested, attorn to the purchaser thereupon and recognize such purchaser as Landlord under this Lease. The transferee shall not be liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except for deposits actually paid to transferee, and except as reduced as expressly provided for in Section 3.3 of this Lease or by operation of Law.

17. PARKING. The Landlord shall provide three (3) parking spaces to Tenant for a monthly fee of zero Dollars ($0.00) per month during the Initial Term and any Renewal Periods.

18. MISCELLANEOUS.

18.1. General.

18.1.1 Entire Agreement. This Lease sets forth all the agreements between Landlord and Tenant concerning the Property and the Premises, and there are no agreements either oral or written other than as set forth herein.

18.1.2 Time of Essence. Time is of the essence of this Lease.

18.1.3 Attorneys' Fees. If any action is commenced which arises out of or related to this Lease, the prevailing party shall be entitled to recover from the other party such sums as the court may adjudge to be reasonable attorneys' fees, expert fees, and expenses in the action, in addition to costs and expenses otherwise allowed by Law. In all other situations, including any matter arising out of or relating to any bankruptcy or other voluntary or DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 80

13 involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, Tenant agrees to pay all of Landlord's costs and expenses, including attorneys' fees and expert fees, which may be incurred in enforcing or protecting Landlord's rights or interests.

18.1.4 Severability. If any provision of this Lease 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 of this Lease and the application thereof shall remain in full force and effect and shall not be affected, impaired or invalidated.

18.1.5 Law. This Lease shall be construed and enforced in accordance with the Laws of the State of California, without reference to its choice of law provisions.

18.1.6 Interpretation. The titles to the sections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease. As used in this Lease, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Lease shall be interpreted as though prepared jointly by both parties.

18.1.7 No Option. Submission of this Lease to Tenant for examination or negotiation does not constitute an option to lease, offer to lease or a reservation of, or option for, the Premises; and this Lease shall become effective and binding only upon the execution and delivery hereof by Landlord and Tenant.

18.1.8 Successors and Assigns. This Lease shall be binding upon and inure to the benefit of the successors and assigns of Landlord and, subject to compliance with the terms of Section 15, Tenant.

18.1.9 Third Party Beneficiaries. Nothing herein is intended to create any third-party benefit.

18.1.10 No Agency, Partnership or Joint Venture. Nothing contained herein nor any acts of the parties hereto shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture by the parties hereto or any relationship other than the relationship of landlord and tenant.

18.1.11 Merger. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation thereof or a termination by Landlord shall not work a merger and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all of such subtenancies.

18.1.12 Fixtures and Signs. Tenant may (i) make any lawful and proper minor alterations to the Premises; (ii) attach fixtures and interior signs in and on the Premises; and attach signage on the exterior of Building ("Tenant Fixtures"). Any Tenant Fixtures will remain the property of Tenant and may be removed from the Premises by Tenant at any time during the Term. All alterations and Tenant Fixtures are subject to Landlord’s approval, which shall not be unreasonably withheld, and must comply with existing code requirements. All Tenant Fixtures DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 81

14 shall be at Tenant's sole cost and expense. Installations and removals of Tenant Fixtures shall be made in such manner as to avoid injury or defacement of the Premises, and Tenant shall repair any injury or defacement, including discoloration caused by such installation or removal. Tenant shall be responsible for all fees, costs and expenses associated with installation and removal of Tenant Fixtures. In the event any such fees, costs or expenses are incurred by Landlord (whether directly or indirectly), Landlord shall deliver to Tenant an invoice, with reasonable supporting documentation, and Tenant shall reimburse Landlord for those amounts within thirty (30) days after receipt of such invoice.

18.1.13 Prior Possession. Prior to the Commencement Date, Tenant has the right to (i) install fixtures, telephone outlets and cabling, telephones, security systems, furniture, and other items in the Premises, and (ii) store supplies and equipment in the Premises, provided such work and storage can be affected without unduly interfering with Landlord’s completion of the Tenant Improvements.

18.2. Waiver. No waiver of any default or breach hereunder shall be implied from any omission to take action on account thereof, notwithstanding any custom and practice or course of dealing. No waiver by either party of any provision under this Lease shall be effective unless in writing and signed by such party. No waiver shall affect any default other than the default specified in the waiver and then such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant shall not be construed as a waiver of any subsequent breach of the same.

18.3. Limitation of Liability. Whenever Landlord transfers its interest, Landlord shall be automatically released from further performance under this Lease and from all further liabilities and expenses hereunder and the transferee of Landlord's interest shall assume all liabilities and obligations of Landlord hereunder from the date of such transfer.

18.4. Notices. All notices to be given hereunder shall be in writing and mailed postage prepaid by certified or registered mail, return receipt requested, or delivered by personal or courier delivery, or sent by facsimile (immediately followed by one of the preceding methods), to Landlord's address and Tenant's address set forth in Sections 1 and 2 of the Basic Lease Information, or to such other place as Landlord or Tenant may designate in a written notice given to the other party. Notices shall be deemed served upon the earlier of receipt or three (3) days after the date of mailing.

18.5. Brokerage Commission. Tenant represents that they have not been represented by any broker in connection with this Lease. Landlord has been represented by SG Real Estate in connection with this Lease, and that a real estate broker's commission "Commission") is due or payable under a separate agreement with Landlord.

18.6. Authorization. Each individual or entity executing this Lease on behalf of Tenant represents and warrants that he or she or it is duly authorized to execute and deliver this Lease on behalf of Tenant and that such execution is binding upon Tenant.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 82

15 18.7. Holding Over. If, with Landlord’s express written consent, Tenant holds over the Premises or any part thereof after expiration or earlier termination of the Term, such holding over shall constitute a month-to-month tenancy on all the other terms and conditions of this Lease, except that Base Rent shall be equal to the Rent payable under this Lease for the last full month before the date of expiration or termination. This section shall not be construed as Landlord's permission for Tenant to hold over. Acceptance of Rent by Landlord following expiration or termination shall not constitute a renewal of this Lease or extension of the Initial Term or any Renewal Term, as the case may be, except as specifically set forth above. If Tenant remains in possession of the Premises after expiration or other termination of this Lease without Landlord’s express written consent, Tenant’s continued possession shall be on the basis of a tenancy at sufferance and Tenant shall pay as Base Rent during the holdover period an amount equal to 95% of Fair Market Rent. If Tenant fails to surrender the Premises upon expiration or other termination of this Lease, Tenant shall indemnify and hold Landlord harmless from and against all loss or liability resulting from or arising out of Tenant's failure to surrender the Premises, including, but not limited to, any amounts required to be paid to any tenant or prospective tenant who was to have occupied the Premises after the expiration or other termination of this Lease and any related attorneys' fees and brokerage commissions.

18.8. Surrender. Upon the expiration or other termination of this Lease or Tenant's right to possession of the Premises, Tenant shall peaceably and quietly leave and surrender to Landlord the Premises, along with appurtenances and fixtures at the Premises (except Tenant Fixtures), all in good condition, ordinary wear and tear, damage by casualty, condemnation, acts of God, and Landlord's failure to make repairs required of Landlord excepted. Tenant is not responsible for painting or for repairing or replacing any floor coverings in the Premises upon the expiration or earlier termination of this lease

18.9. Joint and Several. If Tenant consists of more than one person, the obligation of all such persons shall be joint and several.

18.10. Covenants and Conditions. Each provision to be performed by Tenant or Landlord hereunder shall be deemed to be both a covenant and a condition.

18.11. Force Majeure. For purposes of this Lease, the term "Force Majeure" shall mean and include the following: any delay caused by any action, inaction, order, ruling, moratorium, regulation, statute, condition or other decision of any governmental agency having jurisdiction over any portion of the Property, over any construction anticipated to occur thereon or over any uses thereof, or by fire, flood, inclement weather, energy shortage, strikes, lockouts or other labor or industrial disturbance, civil disturbance, order of any government, court or regulatory body claiming jurisdiction or otherwise, governmental preemption or curtailment in connection with a national emergency or in connection with any rule, order, guideline or regulation of any department or governmental agency, or by reason of the conditions of supply and demand which have been or are affected by a war or other emergency, acts of terrorism, act of public enemy, war, riot, sabotage, blockade, embargo, failure or inability to secure an adequate supply of water, electricity, fuel, materials, supplies or labor through ordinary sources by reason of shortages DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 83

16 or priority, discovery of Hazardous Materials (as defined in paragraph 11.1), earthquake, or other natural disaster, or any cause whatsoever beyond the reasonable control (excluding financial inability) of the party whose performance is required, or any of its contractors or other representatives.

18.12. Accessibility; Disability Laws. The Premises have not undergone an inspection by a Certified Access Specialist.

"A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or Landlord may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. "

Since compliance with the ADA and other federal and state disability laws (collectively, "Disability Laws") is dependent upon Tenant's specific use of the Premises, Landlord makes no warranty or representation as to whether or not the Premises comply with Disability Laws. In the event that Tenant's use of the Premises requires modifications or additions to the Premises in order to be in compliance with Disability Laws, Landlord agrees to make any such necessary modifications and/or additions at Landlord’s sole cost and expense.

18.13. OFAC Compliance. Tenant represents and warrants to Landlord that Tenant is not a party with whom Landlord is prohibited from doing business pursuant to the regulations of the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, including those parties named on OFAC’s Specially Designated Nationals and Blocked Persons List. Tenant is currently in compliance with, and shall at all times during the term of this Lease remain in compliance with, the regulations of OFAC and any other governmental requirement relating thereto. In the event of any violation of this section, Landlord shall be entitled to immediately terminate this Lease and take such other actions as are permitted or required to be taken under law or in equity. TENANT SHALL DEFEND,

INDEMNIFY AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY

AND ALL CLAIMS, DAMAGES, LOSSES, RISKS, LIABILITIES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) INCURRED BY LANDLORD

ARISING FROM OR RELATED TO ANY BREACH OF THE FOREGOING
CERTIFICATIONS. These indemnity obligations shall survive the expiration or earlier termination of this Lease.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 84

17 19. ADDENDUM.

19.1. Attached hereto is an addendum constitutes a part of this Lease. [SIGNATURES FOLLOW ON NEXT PAGE]
DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 85

18 IN WITNESS WHEREOF, the parties have executed this Lease as of the Effective Date.

TENANT:

CITY OF BERKELEY, a California municipal
corporation

By:

Print Name:

Its:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

APPROVED AS TO INSURANCE
REQUIREMENTS:

City Risk Manager

--AND--
LANDLORD:

THE SHAMSZAD FAMILY LIVING TRUST

By:

Print Name:

Its:

By:

Print Name:

Its:

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C Sasha Shamszad
Sasha Shamszad

Rev - 86

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 87

Exhibit A-2

EXHIBIT A-2
Depiction of Premises

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 88

BUILDING INFORMATION:

CITY TO OCCUPY 3RD FLOOR

Rev - 89

Exhibit B Page 1

EXHIBIT B
Recorded at the request of:

City
of Berkeley

Return to:

City of Berkeley
Department of Public Works,
2180 Milvia Street, Third Floor
Berkeley, CA 94704
Assessor
's Parcel No. 377-150-013

Subordination, Non-Disturbance and Attornment Agreement This agreement is dated ____________, 2024, and is between the City of Berkeley, a Charter City organized and existing under the laws of the State of California (the “Lessee”), __________________, a ______________ , its successors and assigns (the “Lender), having its principal place of business at
__________________________________________________________________________.

Recitals

A. Pursuant to a lease dated _____________, 2024 (the “ Lease”) between the Lessee and The Shamszad Family Living Trust (the “Lessor”), Lessor is leasing to the Lessee certain space in the building located at 1900 Addison Street, Berkeley, CA, more fully described in Exhibit C attached hereto and made a part hereof (the “Property”).

B. Lender has previously made a loan (the “ Loan”) to Lessee that is secured, in part, by the lien of a mortgage or deed of trust executed and delivered by Lessee to Lender encumbering the Property (the “Mortgage”) and an assignment of all leases of and rents from the Property

C. This agreement is being executed by the parties in accordance with the requirements of Section 9 of the Lease.

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Lessor hereby represents, acknowledges and agrees as follows:

(a) The term of the Lease commences on _____________________________ and will terminate on _____________________________________.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 90

Exhibit B Page 2
2 (c) The current monthly rent payment under the Lease is set forth in Section A.3 of the Lease. No advance rents have been prepaid.

(d) In addition to monthly rent payments, the Lessor is responsible for a portion of the cost of improvements to the Premises.

(e) The improvements described in the Lease have not been completed or accepted by Lessor.

(f) Lessor has not sublet any portion of the leased premises or assigned any of its rights under the Lease.

(g) Upon its execution, the Lease will be in full force and effect.

(h) All rent payments will be paid as provided under the Lease until Lessor has been otherwise notified by Lender or its successors and assigns.

(i) If Lender provides Lessor with Lender’s address for notification purposes, Lessor will deliver to Lender a copy of all notices Lessor delivers to or receives from Lessee.

(j) Lessor will not look to Lender or its successors or assigns for the return of the security deposit, if any, under the Lease, except to the extent that such funds are delivered to Lender.

2. If Lender elects to foreclose the Mortgage, Lender will not join Lessor in summary or foreclosure proceedings unless required by applicable law (and then only to the extent so required) as long as Lessor has not amended the Lease without Lender’s prior written consent and is not in default under the Lease.

3. In the event that Lender succeeds to the interest of Lessee under the Lease and there exists no default by Lessor under the Lease and Lessor has not amended the Lease without Lender’s prior written consent, Lender agrees not to disturb or otherwise interfere with Lessee’s possession of the leased premises for the unexpired term of the Lease, provided that Lender is not:

(a) Liable for any act or omission of Lessor or any prior Lessor under Lease;

(b) Subject to any offsets or defenses that Lessor might have against Lessee or any prior lessor
(c) Bound by any rent or additional rent that Lessee might have paid for more than the current month to Lessor;

(d) Bound by any amendment or modification of the Lease made without Lender’s prior written consent; or
DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 91

Exhibit B Page 3
3 (e) Liable for any security deposit Lessee might have paid to Lessor, except to th e extent Lender has actually received said security deposit.

4. Upon Lender’s succeeding to Lessor’s interest under the Lease, Lessee covenants and agrees to attorn to Lender or a purchaser at a foreclosure or trustee’s sale, to recognize such successor landlord as Lessor’s landlord under the Lease, and to be bound by and perform all of the obligations and conditions imposed on Lessor by the Lease. If requested by Lender or any subsequent owner, Lessee shall execute a new lease with Lender, for a term equal to the remaining term of the Lease and otherwise containing the same provisions and covenants of the Lease.

5. Prior to terminating the Lease due to a default by Lessee thereunder, Lessor agrees to notify Lender of such default and give Lender the opportunity to cure such default within thirty (30) days of Lender’s receipt of such notice (or, if such default cannot reasonably be cured within such thirty (30) day period, Lender will have such longer time as may be necessary to cure the default provided that Lender commences the cure within such period and diligently pursues the cure thereafter).

6. This agreement binds and inures to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto.

7. This agreement may be modified only in a writing duly executed by both parties.

The parties are signing this agreement as of the date set forth in the introductory clause.

LESSEE LENDER

CITY OF BERKELEY, a Name of Lender, a
Charter City organized and existing
under the laws of the State of California _____________________________

By _________________________ By _________________________ Name
Public Works Director Title

By _________________________
Name
Title

[Attach Notary Forms]

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 92

Addendum Page 1

ADDENDUM TO LEASE

(City of Berkeley Standard Contract Provisions)

This Addendum is attached to and made part of that certain Lease dated _________________, 2024, between The Shamszad Family Living Trust (“Lessor” or “Landlord”), and City of Berkeley ("Lessee" or "City"), a Charter City organized and existing under the laws of the State of California, as Tenant. Capitalized terms not otherwise defined in this Addendum shall have the meaning given them in the Lease. The provisions of this Addendum shall prevail over any inconsistent or conflicting provisions of the Lease.

1. Business License. Landlord certifies that it has obtained or applied for a City of Berkeley business license number as required by Berkeley Municipal Code Chapter 9.04; or Landlord claims that it is exempt from the provisions of B.M.C. Ch. 9.04 and has written below the specific B.M.C. section under which it is exempt.

2. Non-Discrimination Against Persons with Disabilities. a. If Landlord provides any aid, service or benefit to others on the City's behalf, Landlord shall, in the provision of such aid, service or benefit, observe and comply with all applicable provisions of Title II of the Americans with Disabilities Act of 1990 and any amendments thereto. Landlord shall further observe and comply with all applicable federal, state, municipal and local laws, Ordinances, codes and regulations prohibiting discrimination against individuals with disabilities or ensuring that individuals with disabilities are not excluded from participating in or receiving benefits, services or activities of the City. b. If Landlord is or becomes a "public accommodation" as defined in Title III of the Americans with Disabilities Act of 1990, Lessor shall observe and comply with all applicable provisions of the Act and any amendments thereto, and all applicable federal, state, municipal and local laws, Ordinances, codes and regulations prohibiting discrimination on the basis of disability in the full and equal enjoyment of goods, services, facilities, privileges, advantages, or accommodations offered by the Landlord. All Landlord's activities must be in accordance with these laws, Ordinances, codes, and regulations, and Landlord shall be solely responsible for complying therewith.

3. City Non-Discrimination Ordinance. Landlord agrees to comply with the provisions of Berkeley Municipal Code Chapter 13.26 as amended from time to time. In the performance of this lease, the Lessor agrees as follows:
a. Landlord shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, national origin, age (over 40), sex, pregnancy, marital status, disability, sexual orientation or AIDS.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 93

Addendum Page 2

b. Landlord shall permit the City access to records of employment advertisements, application forms, EEO-1 forms, affirmative action plans and any other documents which, in the opinion of the Lessee, are necessary to monitor compliance with this non-discrimination provision, and will, in addition, fill-out in a timely fashion, forms supplied by the City to monitor these non- discrimination provisions.

4. Nuclear Free Berkeley. Landlord agrees to comply with Berkeley Municipal Code Chapter 12.90, the Nuclear Free Berkeley Act, as amended from time to time.

5. Oppressive States.
a. In accordance with Resolution No. 59,853-N.S., Landlord certifies that it has no contractual relations with, and agrees during the term of this Lease to forego contractual relations to provide personal services to or to purchase, sell, lease or distribute commodities in the conduct of business with, the following entities:
i. The governing regime in any Oppressive State.
ii. Any business or corporation organized under the authority of the governing regime of any Oppressive State.
iii. Any individual, firm, partnership, corporation, association, or any other commercial organization, and including parent-entities and wholly-owned subsidiaries (to the extent that their operations are related to the purpose of its contract with the City), for the express purpose of assisting in business operations or trading with any public or private entity located in any Oppressive State.
b. For purposes of this lease, the Tibet Autonomous Region and the provinces of Ado, Kham, and U-Tsang shall be deemed oppressive states. c. Landlord's failure to comply with this section shall constitute a default of this lease and Lessee may terminate this lease pursuant to Section 14 of the Lease. In the event that the City terminates this lease due to a default under this provision, City may deem Lessor a non-responsible bidder for five (5) years from the date this lease is terminated.

6. Berkeley Living Wage Ordinance.
a. Landlord agrees to comply with Berkeley Municipal Code Chapter 13.27, the Berkeley Living Wage Ordinance. If Landlord employs six (6) or more part-time, full-time or stipend employees, and generates $350,000 or more in annual gross receipts, Landlord will be required to provide all eligible employees with Landlord mandated minimum compensation during the term of this Lease, as defined in B.M.C. Chapter 13.27, and well as comply with the terms enumerated herein.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 94

Addendum Page 3

b. Landlord shall be required to maintain all reasonable records and documents that would establish whether Landlord is subject to the City's Living Wage Ordinance ("LWO"). If Landlord is subject to the LWO, as defined therein, Lessor 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 property, the hourly rate paid, and the amount paid by Landlord 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 City's request. The failure to produce these records upon demand shall be considered a default, subject to the provisions contained in Section 14 of the Lease.
c. If Landlord is subject to the LWO, Landlord shall include the requirements of the Ordinance, as defined in B.M.C. Chapter 13.27, in any and all subleases in which Landlord enters with regard to the subject Premises. Sublessors shall be required to comply with this Ordinance with regard to any employees who spend 25% or more of their compensated time on the leased property.
d. If Landlord fails to comply with the requirements of this the LWO and this Lease, the City shall have the rights and remedies described in this Section, in addition to any rights and remedies provided by law or equity.
e. Landlord's failure to comply with this Section shall constitute default of the Lease, upon which the City may terminate this Lease pursuant to Section 14. f. In addition to any other remedies available by law or under the Lease, at the City's sole discretion, Landlord may be responsible for liquidated damages in the amount of $50 per employee per day for each and every instance of an underpayment to an employee. It is mutually understood and agreed that Lessor's failure to pay any of its eligible employees at least the applicable living wage rate will result in damages being sustained by the City; that the nature and amount of the damages will be extremely difficult and impractical to fix; that the liquidated damages set forth herein is the nearest and most exact measure of damage for such breach that can be fixed at this time; and that the liquidated damage amount is not intended as a penalty of forfeiture for Landlord's breach.

7. Berkeley Equal Benefits Ordinance.
a. Landlord hereby agrees to comply with the provisions of the Berkeley Equal Benefits Ordinance, B.M.C. Chapter 13.29. If Landlord is currently subject to the Berkeley Equal Benefits Ordinance, Lessor will be required to provide all eligible employees with Lessee mandated equal benefits during the term of this lease, as defined in B.M.C. Chapter 13.29, as well as comply with the terms enumerated herein.
b. If Landlord is currently or becomes subject to the Berkeley Equal Benefits Ordinance, Lessor agrees to supply the City with any records the Lessee deems DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 95

Addendum Page 4

necessary to determine compliance with this provision. Failure to do so shall be a considered a default, subject to the provisions of Section 14 of the Lease. c. If Landlord fails to comply with the requirements of this Section, Landlord shall have the rights and remedies described in this Section, in addition to any rights and remedies provided by law or equity.
d. Landlord's failure to comply with this Section shall constitute default of the Lease, upon which Lessee may terminate this lease pursuant to Section 14. e. In addition to any other remedies available by law or under the Lease, at the City's sole discretion, Landlord may be responsible for liquidated damages in the amount of $50.00 per employee per day for each and every instance of violation of this Section. It is mutually understood and agreed that Landlord's failure to provide its employees with equal benefits will result in damages being sustained by Lessee; that the nature and amount of these damages will be extremely difficult and impractical to fix; that the liquidated damages set forth herein is the nearest and most exact measure of damages for such breach that can be fixed at this time; and that the liquidated damage amount is not intended as a penalty or forfeiture for Landlord's breach.

8. Sanctuary City Contracting Ordinance. Landlord hereby agrees to comply with the provisions of the Sanctuary City Contracting Ordinance, B.M.C. Chapter 13.105. In accordance with this Chapter, Landlord agrees not to provide the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security with any Data Broker or Extreme Vetting Services as defined herein:
a. “Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services. Extreme Vetting does not include:

The Lessee’s computer-network health and performance tools; Cybersecurity capabilities, technologies and systems used by the City of Berkeley Department of Information Technology to predict, monitor for, prevent, and protect technology infrastructure and systems owned and operated by the City of Berkeley from potential cybersecurity events and cyber-forensic based investigations and prosecutions of illegal computer - based activity.

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 96

Addendum Page 5

9. Pesticides. All use of pesticides on the Premises shall be in compliance with the City's Pesticide Use Policy as it exists at the time of such use.

[SIGNATURES FOLLOW ON NEXT PAGE]
DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C

Rev - 97

Addendum Page 6

IN WITNESS WHEREOF, the parties have executed this Lease as of the Effective Date.

TENANT:

CITY OF BERKELEY, a California municipal
corporation

By:

Print Name:

Its:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

APPROVED AS TO INSURANCE
REQUIREMENTS:

City Risk Manager

--AND--
LANDLORD:

THE SHAMSZAD FAMILY LIVING TRUST

By:

Print Name:

Its:

By:

Print Name:

Its:

DocuSign Envelope ID: 1BCB818E-2C92-4F7B-BB6C-8BAEE4F5692C Sasha Shamszad
Sasha Shamszad

Rev - 98

Exhibit B: Floor Plans

Rev - 99
Director’s
Office
Investigator
#1
Investigator
#2Communication
Specialist
Media Room
Admin
Support
4 Interns Office
Data Analyst
Conf/
Inter Rm
Print/Supply
Interview
Rm
Policy
Analyst
[FINAL VERSION]

Rev - 100

Tuesday, July 30, 2024 AGENDA Page 1

A G E N D A

BERKELEY CITY COUNCIL MEETING
Tuesday, July 30, 2024
6:00 PM

SCHOOL DISTRICT BOARD ROOM - 1231 ADDISON STREET, BERKELEY, CA 94702

JESSE ARREGUIN, MAYOR
Councilmembers:

DISTRICT 1 – RASHI KESARWANI DISTRICT 5 – SOPHIE HAHN
DISTRICT 2 – TERRY TAPLIN DISTRICT 6 – SUSAN WENGRAF
DISTRICT 3 – BEN BARTLETT DISTRICT 7 – CECILIA LUNAPARRA DISTRICT 4 – IGOR TREGUB DISTRICT 8 – MARK HUMBERT

This meeting will be conducted in a hybrid model with both in -person attendance and virtual participation . If you are feeling sick, please do not attend the meeting in person.

Live captioned broadcasts of Council Meetings are available on Cable B -TV (Channel 33) and via internet accessible video stream at http://berkeley.granicus.com/MediaPlayer.php?publish_id=1244.

Remote participation by the public is available through Zoom. To access the meeting remotely: Join from a PC, Mac, iPad, iPhone, or Android device: Please use this UR L: https://cityofberkeley- info.zoomgov.com/j/1611538218. To request to speak, use the “raise hand” icon by rolling over the bottom of the screen. To join by phone: Dial 1-669-254-5252 or 1 -833-568-8864 (Toll Free) and enter Meeting ID: 161 153 8218. If you wish to comment during the public comment portion of the agenda, Press *9 and wait to be recognized by the Chair. Please be mindful that the meeting will be recorded.

To submit a written communication for the City Council’s consideration and inclusion in the public record , email [email protected].

This meeting will be conducted in accordance with the Brown Act, Government Code Section 54953 and applicable Executive Orders as issued by the Governor that are currently in effect . Any member of the public may attend this meeting. Questions regarding public participation may be addressed to the City Clerk Department (510) 981-6900. The City Council may take action related to any subject listed on the Agenda.

Pursuant to the City Council Rules of Procedure and State Law, the presiding officer may remove, or cause the removal of, an individual for disrupting the meeting. Prior to removing an individual, the presiding officer shall warn the individual that their behavior is disrupting the meeting and that their failure to cease their behavior may result in their removal. The presiding officer may then remove the individual if they do not promptly cease their disruptive behavior. “Disrupting” means engaging in behavior during a meeting of a legislative body that actually disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting and includes, but is not limited to, a failure to comply with reasonable and lawful regulations adopted by a legislative body, or engaging in behavior that constitutes use of force or a true threat of force.

Tuesday, July 30, 2024 AGENDA Page 2
Preliminary Matters
Roll Call:

Land Acknowledgement Statement: The City of Berkeley recognizes that the community we live in was built on the territory of xučyun (Huchiun (Hooch-yoon)), the ancestral and unceded land of the Chochenyo (Cho-chen-yo)-speaking Ohlone (Oh-low-nee) people, the ancestors and descendants of the sovereign Verona Band of Alameda County. This land was and continues to be of great importance to all of the Ohlone Tribes and descendants of the Verona Band. As we begin our meeting tonight, we acknowledge and honor the original inhabitants of Berkeley, the documented 5,000 -year history of a vibrant community at the West Berkeley Shellmound, and the Ohlone people who continue to reside in the East Bay. We recognize that Berkeley’s residents have and continue to benefit from the use and occupation of this unceded stolen land since the City of Berkeley’s incorporation in 1878. As stewards of the laws regulating the City of Berkeley, it is not only vital that we recognize the history of this land, but also recognize that the Ohlone people are present members of Berkeley and other East Bay communities today. The City of Berkeley will continue to build relationships with the Lisjan Tribe and to create meaningful actions that uphold the intention of this land acknowledgement.

Ceremonial Matters: In addition to those items listed on the agenda, the Mayor may add additional ceremonial matters.

City Manager Comments: The City Manager may make announcements or provide information to the City Council in the form of an oral report. The Council will not take action on such items but may request the City Manager place a report on a future agenda for discussion.

Public Comment on Non-Agenda Matters: Persons will be selected to address matters not on the Council agenda. If five or fewer persons wish to speak, each person selected will be allotted two minutes each. If more than five persons wish to speak, up to ten persons will be selected to address matters not on the Council agenda and each person selected will be allotted one minute each. Persons attending the meeting in-person and wishing to address the Council on matters not on the Council agenda during the initial ten-minute period for such comment, must submit a speaker card to the City Clerk in person at the meeting location and prior to commencement of that meeting. The remainder of the speakers wishing to address the Council on non-agenda items will be heard at the end of the agenda.

Public Comment by Employee Unions (first regular meeting of the month): This period of public comment is reserved for officially designated representatives of City of Berkeley employee unions, with five minutes allocated per union if representatives of three or fewer unions wish to speak and up to three minutes per union if representatives of four or more unions wish to speak.

Consent Calendar
The Council will first determine whether to move items on the agenda for “Action” or “Information” to the “Consent Calendar”, or move “Consent Calendar” items to “Action.” Three members of the City Council must agree to pull an item from the Consent Calendar or Information Calendar for it to move to Action.

Items that remain on the “Consent Calendar” are voted on in one motion as a group. “Information” items are not discussed or acted upon at the Council meeting unless they are moved to “Action” or “Consent”.

No additional items can be moved onto the Consent Calendar once public comment has commenced. At any time during, or immediately after, public comment on Information and Consent items, any Councilmember may move any Information or Consent item to “Action.” Following this, the Council will vote on the items remaining on the Consent Calendar in one motion.

For items moved to the Action Calendar from the Consent Calendar or Information Calendar, persons who spoke on the item during the Consent Calendar public comment period may speak again at the time the matter is taken up during the Action Calendar.

Tuesday, July 30, 2024 AGENDA Page 3
Public Comment on Consent Calendar and Information Items Only: The Council will take public comment on any items that are either on the amended Consent Calendar or the Information Calendar. Speakers will be entitled to two minutes each to speak in opposition to or support of Consent Calendar and Information Items. A speaker may only speak once during the period for public comment on Consent Calendar and Information items.

Additional information regarding public comment by City of Berkeley employees and interns: Employees and interns of the City of Berkeley, although not required, are encouraged to identify themselves as such, the department in which they work and state whether they are speaking as an individual or in their official capacity when addressing the Council in open session or workshops.

Consent Calendar

1. Minutes for Approval
From: City Manager
Recommendation: Approve the minutes for the Council meetings of June 3, 2024 (closed), June 4, 2024 (regular), June 14, 2024 (special), June 24, 2024 (closed), and June 25, 2024 (specials and regular).

Financial Implications: None
Contact: Mark Numainville, City Clerk, (510) 981-6900

2. Contract No. 32400082 Amendment: The Wright Institute for Mental Health Counseling for Older Adults
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager or her designee to execute an amendment to Contract No. 32400082 with The Wright Institute increasing the contract by $200,000 for the provision of mental health counseling services to older adults in the Berkeley community, in a total amount not to exceed $500,000. The new contract end date will be June 30, 2026.

Financial Implications: See report
Contact: Scott Gilman, Health, Housing, and Community Services, (510) 981-5400

3. Filling Human Welfare and Community Action Commission Public Sector Vacancies
From: City Manager
Recommendation:

1. Adopt a Resolution confirming the appointments of up to three public sector commissioners to the Human Welfare and Community Action Commission (HWCAC), having been approved by the Health, Life Enrichment, Equity & Community Policy Committee at their July meeting.

2. Adopt a Resolution appointing Catherine Huchting, Mary Behm-Steinberg, and George Lippman to the HWCAC as private sector representatives.

Financial Implications: See report
Contact: Scott Gilman, Health, Housing, and Community Services, (510) 981-5400

Consent Calendar
Tuesday, July 30, 2024 AGENDA Page 4

4. Establish Classification and Salary – Public Health Investigator From: City Manager
Recommendation: Establish the job class specification and salary of Public Health Investigator with an hourly salary range of $35.5512 - $43.2127.

Financial Implications: See report
Contact: Aram Kouyoumdjian, Human Resources, (510) 981-6800

5. Establish Classification and Salary – Assistant Fire Inspector From: City Manager
Recommendation: Establish the job class specification and salary of Assistant Fire Inspector with an hourly salary range of $36.8038 - $44.7352.

Financial Implications: See report
Contact: Aram Kouyoumdjian, Human Resources, (510) 981-6800

6. Establish Classification and Salary – Veterinarian
From: City Manager
Recommendation: Establish the job class specification and salary of Veterinarian with an hourly salary range of $71.5295 - $86.9445.

Financial Implications: See report
Contact: Aram Kouyoumdjian, Human Resources, (510) 981-6800

7. Contract 10549C Amendment: Tyler Technologies Enterprise Resource Planning System for Ongoing Software Licensing, Maintenance Services, Implementation and Consulting Services, and Disaster Recovery Services From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to execute an amendment to Contract No. 10549C with Tyler Technologies for software licensing, maintenance services, implementation, consulting services, and disaster recovery services for the online Enterprise Resource Planning (ERP) system for the amount not to exceed $1,000,000 and a total contract value not to exceed $5,705,342.68 from April 1, 2017 to June 30, 2027.

Financial Implications: IT Cost Allocation Fund - $1,000,000 Contact: Kevin Fong, Information Technology, (510) 981-6500

8. Contract 31900042 Amendment: CivicPlus On-Line Recreation Reservation System
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to amend Contract No. 31900042 with CivicPlus, Inc. for on-line recreation reservation system services to increase the contract amount by $37,000, for a total not-to-exceed contract amount of $153,756.

Financial Implications: Genereal Fund - $37,000
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700

Consent Calendar
Tuesday, July 30, 2024 AGENDA Page 5

9. Lot Line Adjustments at 1401 Carleton Street and 1423 Ward Street From: City Manager
Recommendation: Adopt first reading of an Ordinance authorizing the City Manager to execute lot line adjustments with 1401 Carleton Street and 1423 Ward Street to resolve main dwelling encroachments at the City’s Santa Fe Trackbed to Park Conversion Project Site.

Financial Implications: See report
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700

10. Lease Agreement: Youth Musical Theater Company for the Live Oak Theater at 1301 Shattuck Ave
From: City Manager
Recommendation: Adopt first reading of an Ordinance authorizing the City Manager to execute a lease agreement with Youth Musical Theater Company (YMTC) for the use and management of the City’s Live Oak Theater at 1301 Shattuck Avenue for a term of three years, anticipated to begin September 1, 2024 and ending August 31, 2027, with one five-year option.

Financial Implications: See report
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700

11. Revenue Grant: Cannabis Tax Fund Grant Program (CTFGP) Acceptance From: City Manager
Recommendation: Adopt a Resolution authorizing the Chief of Police to accept the CTFGP grant and enter into the resultant grant agreement and any amendments, with the California Highway Patrol. This grant is for $111,716.80 for the period of July 1, 2024 through June 30, 2025.

Financial Implications: See report
Contact: Jennifer Louis, Police, (510) 981-5900

12. Purchase Order: National Auto Fleet Group for Prisoner Transport Vehicle Body Assembly Upgrade
From: City Manager
Recommendation: Adopt a Resolution satisfying requirements of City Charter Article XI Section 67.2 allowing the City Manager to participate in Sourcewell bid procedures and authorize the City Manager to execute a purchase order for one Prisoner Transport Vehicle Body Assembly Upgrade with National Auto Fleet Group in an amount not to exceed $340,000.

Financial Implications: Various Funds - $340,000
Contact: Terrance Davis, Public Works, (510) 981-6300

Consent Calendar
Tuesday, July 30, 2024 AGENDA Page 6

13. Purchase Order: Turf Star, Inc. for Go-4 Parking Enforcement Vehicles From: City Manager
Recommendation: Adopt a Resolution satisfying requirements of City Charter Article XI Section 67.2 allowing the City Manager to participate in Sourcewell bid procedures and authorize the City Manager to execute a purchase order for Go-4 Parking Enforcement Vehicles with Turf Star, Inc. in an amount not to exceed $400,000.

Financial Implications: See report.

Contact: Terrance Davis, Public Works, (510) 981-6300

14. Referral to Develop Curb Management Plan (Reviewed by the Facilities, Infrastructure, Transportation, Environment & Sustainability Policy Committee) From: Environment and Climate Commission
Recommendation: Refer to the City Manager to fund and develop a Curb Management Plan.

Policy Committee Recommendation: To send the item to Council with a positive recommendation, and that the item be taken up when additional funding for streets and infrastructure is approved and/or during the next budget process.

Financial Implications: See report
Contact: Sarah Moore, Commission Secretary, (510) 981-7400

Council Consent Items
Tuesday, July 30, 2024 AGENDA Page 7

15. Referral to City Manager: Ashby BART Area Enhanced Infrastructure Finance District (EIFD) Analysis
From: Mayor Arreguin (Author), Councilmember Bartlett (Co-Sponsor) Recommendation: Refer to the City Manager and City Attorney to return to Council with an analysis and recommended actions to initiate an Enhanced Infrastructure Finance District (EIFD) encompassing the Ashby BART station area, and consider:

1. Earmarked provisions of an EIFD to finance specific infrastructure and community development investments in an effort to actualize improvements to a Southern Plaza and greater Adeline Corridor adjacent to the West Lot, including benefits supporting impacted communities;

2. A preliminary analysis on additional, non-contiguous EIFD catchment areas that extend beyond the BART development sites; and

3. An EIFD Financial Plan that determines the funding potential of such a district or districts, including the total amount of tax revenue that could be generated through property taxes, transfer taxes, sales taxes, and other revenue, for associated infrastructure and public works improvements. These improvements may include, but are not limited to a Black Arts and Cultural District and associated facilities, and Berkeley Flea Market facilities.

Refer to the November 2024 AAO1 process up to $100,000 for a) engaging a consultant to collaborate with the City Attorney, Planning and Finance Departments to prepare an EIFD Financial Plan, b) to initiate and conduct a community engagement process, and c) to establish an ad-hoc steering committee to guide this work consisting of residents, community-based organizations, the Planning Department, the Office of Economic Development, Civic Arts, and leaders involved in Equitable Black Berkeley work and the development of the Black Arts and Cultural District.

Financial Implications: General Fund - $100,000
Contact: Jesse Arreguin, Mayor, (510) 981-7100

16. Supporting the “Renewing Immigration Provisions of the Immigration Act of 1929 or “Registry Bill” (HR 1511 & SB2606)
From: Councilmember Lunaparra (Author), Mayor Arreguin (Co-Sponsor), Councilmember Hahn (Co-Sponsor)
Recommendation: Adopt a Resolution Supporting the “Renewing Immigration Provisions of the Immigration Act of 1929 or “Registry Bill” (HR 1511 & SB2606) and endorsing the Northern California Coalition for Just Immigration Reform’s “Three-Day Walk for a Path to Citizenship” from San Jose to San Francisco on August 17-19, 2024.

Financial Implications: None
Contact: Cecilia Lunaparra, Councilmember, District 7, (510) 981-7170

Council Consent Items
Tuesday, July 30, 2024 AGENDA Page 8

17. Berkeley Student Cooperative (BSC): Relinquishment of Council Office Budget Funds to General Fund and Grant of Such Funds
From: Councilmember Lunaparra (Author), Councilmember Wengraf (Co- Sponsor), Mayor Arreguin (Co-Sponsor), Councilmember Hahn (Co-Sponsor) Recommendation: Adopt a Resolution approving the expenditure of an amount not to exceed $500 per Councilmember, including $500 from Councilmember Lunaparra’s discretionary fund and funds from any other Councilmembers who would like to contribute, to the Berkeley Student Cooperative (BSC) for the repair of the glass skylights above Casa Zimbabwe (CZ) with funds relinquished to the City’s general fund for this purpose.

Financial Implications: Councilmember’s Discretionary Funds - $500 Contact: Cecilia Lunaparra, Councilmember, District 7, (510) 981-7170

Action Calendar
The public may comment on each item listed on the agenda for action. For items moved to the Action Calendar from the Consent Calendar or Information Calendar, persons who spoke on the item during the Consent Calendar public comment period may speak again during one of the Action Calendar public comment periods on the item. Public comment will occur for each Action item (excluding public hearings, appeals, and/or quasi-judicial matters) in one of two comment periods, either 1) before the Action Calendar is discussed; or 2) when the item is taken up by the Council.

A member of the public may only speak at one of the two public comment periods for any single Action item.

The Presiding Officer will request that persons wishing to speak line up at the podium, or use the "raise hand" function in Zoom, to determine the number of persons interested in speaking at that time. Up to ten (10) speakers may speak for two minutes. If there are more than ten persons interested in speaking, the Presiding Officer may limit the public comment for all speakers to one minute per speaker. Speakers are permitted to yield their time to one other speaker, however no one speaker shall have more than four minutes. The Presiding Officer may, with the consent of persons representing both sides of an iss ue, allocate a block of time to each side to present their issue.

Action items may be reordered at the discretion of the Chair with the consent of Council.

Action Calendar – Scheduled Public Comment Period
During this public comment period, the Presiding Officer will open and close a comment period for each Action item on this agenda (excluding any public hearings, appeals, and/or quasi -judicial matters). The public may speak on each item. Those who speak on an item during this comment period may not speak a second time when the item is taken up by Council.

Action Calendar – New Business
Tuesday, July 30, 2024 AGENDA Page 9

18. Berkeley Restaurant Inspections: Chronically Understaffed Program Did Not Meet Targets
From: Auditor
Recommendation: We recommend City Council request that the City Manager report back by January 2025 and at least annually thereafter, regarding the status of our audit recommendations until reported fully implemented by the Environmental Health Division. Recommendations include developing a plan to improve inspection coverage and response to alleged foodborne illness complaints, tracking program spending, taking steps to address staffing needs, and implementing placarding once the Division stabilizes. The Division agreed or partially agreed to our findings and recommendations. Please see our report for their complete response and the auditor’s response.

Financial Implications: See report
Contact: Jenny Wong, Auditor, (510) 981-6750

Action Calendar – Public Hearings
Staff shall introduce the public hearing item and present their comments. For certain hearings, this is followed by five-minute presentations each by the appellant and applicant. The Presiding Officer will request that persons wishing to speak line up at the podium, or use the "raise hand" function in Zoom, to be recognized and to determine the number of persons interested in speaking at that time.

Up to ten (10) speakers may speak for two minutes. If there are more than ten persons interested in speaking, the Presiding Officer may limit the public comment for all speakers to one minute per speaker.

Speakers are permitted to yield their time to one other speaker, however no one speaker shall have more than four minutes. The Presiding Officer may with the consent of persons representing both sides of an issue allocate a block of time to each side to present their issue.

When applicable, each member of the City Council shall verbally disclose all ex parte contacts concerning the subject of the hearing. Councilmembers shall also submit a report of such contacts in writing prior to the commencement of the hearing. Written reports shall be available for public review in the office of the City Clerk.

Action Calendar – Public Hearings
Tuesday, July 30, 2024 AGENDA Page 10

19. ZAB Appeal: 2600 Tenth Street, Administrative Use Permit ZP2023-0031 From: City Manager
Recommendation: Conduct a public hearing, and upon conclusion, adopt a Resolution either:

A. Upholding the appeal and reversing the Zoning Adjustment Board (ZAB) decision, thereby approving Administrative Use Permit #ZP2023-0031 to change the use of three tenant spaces (9,750 square feet) from Media Production to Research and Development resulting in a total of 29,303 square feet of Research and Development space and to create six to nine tenant spaces, in a seven-story building on a 114,998 square-foot lot;
-OR-
B. Denying the appeal and affirming the Zoning Adjustment Board (ZAB) decision, thereby denying Administrative Use Permit #ZP2023-0031 to change the use of three tenant spaces (9,750 square feet) from Media Production to Research and Development resulting in a total of 29,303 square feet of Research and Development space and to create six to nine tenant spaces, in a seven-story building on a 114,998 square-foot lot.

Financial Implications: None
Contact: Jordan Klein, Planning and Development, (510) 981-7400

Information Reports

20. City Auditor Fiscal Year 2025 Audit Plan
From: Auditor
Contact: Jenny Wong, Auditor, (510) 981-6750
Public Comment – Items Not Listed on the Agenda
Adjournment
NOTICE CONCERNING YOUR LEGAL RIGHTS : If you object to a decision by the City Council to approve or deny a use permit or variance for a project the following requirements and restrictions apply:
1) No lawsuit challenging a City decision to deny (Code Civ. Proc. §1094.6(b)) or approve (Gov. Code 65009(c)(5)) a use permit or variance may be filed more than 90 days after the date the Notice of Decision of the action of the City Council is mailed. Any lawsuit not filed within that 90 -day period will be barred. 2) In any lawsuit that may be filed against a City Council decision to approve or deny a use permit or variance, the issues and evidence will be limited to those raised by you or someone else, orally or in writing, at a public hearing or prior to the close of the last public hearing on the project.

Archived indexed video streams are available at:
https://berkeleyca.gov/your-government/city-council/city-council-agendas.

Channel 33 rebroadcasts the following Wednesday at 9:00 a.m. and Sunday at 9:00 a.m.

Communications to the City Council are public record and will become part of the City’s electronic records, which are accessible through the City’s website. Please note: e-mail addresses, names, addresses, and other contact information are not required, but if included in any communication to the City Council, will become part of the public record. If you do not want your e-mail address or any other contact information to be made public, you may deliver communications via U.S. Postal Service to the City Clerk Department at 2180 Milvia Street. If you do not want your contact information included in

Tuesday, July 30, 2024 AGENDA Page 11
the public record, please do not include that information in your communication. Please contact the City Clerk Department for further information.

Any writings or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at the public counter at the City Clerk Department located on the first floor of City Hall located at 2180 Milvia Street as well as posted on the City's website at https://berkeleyca.gov/.

Agendas and agenda reports may be accessed via the Internet at:
https://berkeleyca.gov/your-government/city-council/city-council-agendas and may be read at reference desks at the following locations:

City Clerk Department - 2180 Milvia Street, First Floor Tel: 510-981-6900, TDD: 510-981-6903, Fax: 510-981-6901 Email: [email protected]

Libraries: Main – 2090 Kittredge Street,
Claremont Branch – 2940 Benvenue, West Branch – 1125 University, North Branch – 1170 The Alameda, Tarea Hall Pittman South Branch – 1901 Russell

COMMUNICATION ACCESS INFORMATION:

This meeting is being held in a wheelchair accessible location.

To request a disability-related accommodation(s) to participate in the meeting, including auxiliary aids or services, please contact the Disability Services specialist at (510) 981-6418 (V) or (510) 981-6347 (TDD) at least three business days before the meeting date.

Attendees at public meetings are reminded that other attendees may be sensitive to various scents, whether natural or manufactured, in products and materials. Please help the City respect these needs.

Captioning services are provided at the meeting, on B -TV, and on the Internet. In addition, assisted listening devices for the hearing impaired are available from the City Clerk prior to the meeting, and are to be returned before the end of the meeting.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ I hereby certify that the agenda for this meeting of the Berkeley City Council was posted at the display case located near the walkway in front of the Maudelle Shirek Building, 2134 Martin Luther King Jr. Way, as well as on the City’s website, on July 18, 2024.

Mark Numainville, City Clerk

Communications
Council rules limit action on Communications to referral to the City Manager and/or Boards and Commissions for investigation and/or recommendations. All communications submitted to Council are public record. Copies of individual communications are available for viewing at the City Clerk Department and through Records Online.

Tuesday, July 30, 2024 AGENDA Page 12
Item #18: Berkeley Restaurant Inspections: Chronically Understaffed Program Did Not Meet Targets

1. David Lerman

2. Eric

3. Riti

4. Esther Brass-Chorin
City Senior Services to Councilmember Newsletters

5. Darlene Bronson on behalf of Margot Smith, Chair, Commission on Aging

Golden Gate Fields

6. Carole Marasovic, Chair, Commission on the Status of Women

UA Theater

7. Laura Linden

8. Lynn Sherrell

9. 29 Similarly worded form letters

Shipping Containers at 2556 Haste St.

10. 4 Similarly worded form letters

Aurora Theater

11. Olga Paredes

12. Eliron Hamburger

Harrison St. Concerns

13. Craig Nagasawa

Vandalism

14. Negeene Mosaed

A Request for When Making Statements

15. Josh

Lorin Commercial District

16. Teresa Clarke

Cal Sailing Club

17. Debbie Perkins

Notice of Street Closure

18. Ted Burton

Rise Gallery Walk at BCC

19. Adriana Betti

Tuesday, July 30, 2024 AGENDA Page 13
Wage Concern

20. Eric Cavallari

UC Anti-Labor Actions

21. Rafael Jaime on behalf of 48,000 UAW academic workers of the University of California

Storm Water

22. Maxwell Davis on behalf of the Sierra Club

Visit Berkeley

23. Jeffrey Church

Towing Concern

24. Charles Race

Terra Outdoor Proposal

25. Chantal Pearson

Newsletter

26. Vivian Warkentin

Middle East Conflict

27. Erwan Illian

URLs

28. Russbumper (9)

29. Erwan Illian (2)
Supplemental Communications and Reports
Items received by the deadlines for submission will be compiled and distributed as follows. If no items are received by the deadline, no supplemental packet will be compiled for said deadline.

• Supplemental Communications and Reports 1
Available by 5:00 p.m. five days prior to the meeting.

• Supplemental Communications and Reports 2
Available by 5:00 p.m. the day before the meeting.

• Supplemental Communications and Reports 3
Available by 5:00 p.m. two days following the meeting.

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: https://berkeleyca.gov/

CONSENT CALENDAR
July 30, 2024
To: Honorable Mayor and Members of the City Council
From: LaTanya Bellow, Interim City Manager
Submitted by: Mark Numainville, City Clerk
Subject: Minutes for Approval

RECOMMENDATION
Approve the minutes for the Council meetings of June 3, 2024 (closed), June 4, 2024 (regular), June 14, 2024 (special), June 24, 2024 (closed), and June 25, 2024 (specials and regular).

CONTACT PERSON
Mark Numainville, City Clerk, (510) 981-6900
Attachments:

1. June 3, 2024-Special Closed City Council Meeting

2. June 4, 2024-Regular City Council Meeting

3. June 14, 2024-Special City Council Meeting

4. June 24, 2024-Special Closed City Council Meeting

5. June 25, 2024-Special 3:15 pm City Council Meeting

6. June 25, 2024-Special 3:30 pm City Council Meeting

7. June 25, 2024-Regular City Council Meeting

Monday, June 3, 2024 MINUTES Page 1

B E R K E L E Y C I T Y C O U N C I L

S P E C I A L M E E T I N G M I N U T E S
MONDAY, JUNE 3, 2024
3:00 P.M.

REDWOOD ROOM – 2180 MILVIA STREET, BERKELEY, CA 94704
TELECONFERENCE LOCATION – 1404 LE ROY AVE, BERKELEY, CA 94708

JESSE ARREGUIN, MAYOR
Councilmembers:

DISTRICT 1 – RASHI KESARWANI DISTRICT 5 – SOPHIE HAHN
DISTRICT 2 – TERRY TAPLIN DISTRICT 6 – SUSAN WENGRAF
DISTRICT 3 – BEN BARTLETT DISTRICT 7 – CECILIA LUNAPARRA DISTRICT 4 – VACANT DISTRICT 8 – MARK HUMBERT
This meeting will be conducted in a hybrid model with both in-person attendance and virtual participation.

If you are feeling sick, please do not attend the meeting in person.

Remote participation by the public is available through Zoom. To access the meeting remotely: Join from a PC, Mac, iPad, iPhone, or Android device: Please use this URL: https://cityofberkeley- info.zoomgov.com/j/1617883838. To request to speak, use the “raise hand” icon by rolling over the bottom of the screen. To join by phone: Dial 1-669-254-5252 or 1-833-568-8864 (Toll Free) and enter Meeting ID:
161 788 3838. If you wish to comment during the public comment portion of the agenda, Press *9 and wait to be recognized by the Chair. Please be mindful that the meeting will be recorded.

To submit a written communication for the City Council’s consideration and inclusion in the public record, email [email protected].

This meeting will be conducted in accordance with the Brown Act, Government Code Section 54953 and applicable Executive Orders as issued by the Governor that are currently in effect. Any member of the public may attend this meeting. Questions regarding public participation may be addressed to the City Clerk Department (510) 981-6900. The City Council may take action related to any subject listed on the Agenda.

Pursuant to the City Council Rules of Procedure and State Law, the presiding officer may remove, or cause the removal of, an individual for disrupting the meeting. Prior to removing an individual, the presiding officer shall warn the individual that their behavior is disrupting the meeting and that their failure to cease their behavior may result in their removal. The presiding officer may then remove the individual if they do not promptly cease their disruptive behavior. “Disrupting” means engaging in behavior during a meeting of a legislative body that actually disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting and includes, but is not limited to, a failure to comply with reasonable and lawful regulations adopted by a legislative body, or engaging in behavior that constitutes use of force or a true threat of force.

Attachment 1

Monday, June 3, 2024 MINUTES Page 2
Preliminary Matters
Roll Call: 3:10 p.m.

Present: Hahn, Wengraf, Lunaparra, Humbert, Arreguin

Absent: Kesarwani, Taplin, Bartlett
Public Comment - Limited to items on this agenda only – 3 speakers.

CLOSED SESSION:

The City Council will convene in closed session to meet concerning the following:

1. CONFERENCE WITH LEGAL COUNSEL – PENDING LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(1) and (2)
a. Government Claim of Peter Wong
Action: M/S/C (Hahn/Humbert) to authorize the City Attorney to settle the claim of Peter Wong for property damage caused by a Zero Waste vehicle, in the amount of $16,315.30.

Vote: Ayes – Hahn, Wengraf, Lunaparra, Humbert, Arreguin; Noes – None; Abstain – None; Absent – Kesarwani, Taplin, Bartlett.
b. Margaret Wotkyns v. City of Berkeley, et al., Alameda County Superior Court Case No. 23CV031400
Action: No reportable action taken.
c. Lisa Romero v. RI 1031 Gilman LLC, et al., Alameda County Superior Court Case No. RG21107163
Action: M/S/C (Arreguin/Lunaparra) to authorize the City Attorney to settle the case of Lisa Romero v. RI 1031 Gilman LLC, et al., Alameda County Superior Court Case No.

RG21107163 for $25,000.00, in exchange for a release of all claims against the City.

Vote: Ayes – Hahn, Wengraf, Lunaparra, Humbert, Arreguin; Noes – None; Abstain – None; Absent – Kesarwani, Taplin, Bartlett.
d. Selamawit Tezare v. City of Berkeley, et al., Alameda County Superior Court Case No. 23CV030502
Action: No reportable action taken.
e. Scarlet Toor v. City of Berkeley et al., Alameda County Superior Court, Case No.

RG21096521
Action: No reportable action taken.

Monday, June 3, 2024 MINUTES Page 3

2. CONFERENCE WITH LABOR NEGOTIATORS; GOVERNMENT CODE SECTION 54957.6 Negotiators: Dee Williams-Ridley, City Manager, Anne Cardwell, Deputy City Manager, LaTanya Bellow, Deputy City Manager, Aram Kouyoumdjian, Human Resources Director, Jonathan Holtzman, Labor Negotiator, Dania Torres-Wong, Labor Negotiator, Burke Dunphy, Labor Negotiator
Employee Organizations: Berkeley Fire Fighters Association Local 1227 I.A.F.F., Berkeley Fire Fighters Association, Local 1227 I.A.F.F. / Berkeley Chief Fire Officers Association; Berkeley Police Association; SEIU 1021 Community Services and Part-time Recreation Activity Leaders, SEIU 1021 Maintenance and Clerical, Public Employee Union Local 1, Unrepresented Employees Action: M/S/C (Hahn/Lunaparra) to approve amendments to Section 30.1 of the Memorandum of Understanding with Berkeley Fire Fighters Association and Section 4.2 of the Berkeley Chief Fire Officers Association, which have been accepted by those employee organizations.

Vote: Ayes – Hahn, Wengraf, Lunaparra, Humbert, Arreguin; Noes – None; Abstain – None; Absent – Kesarwani, Taplin, Bartlett.

OPEN SESSION:

The City Council met in closed session on June 13, 2024 and took the following actions:

Authorized the City Attorney to settle the case of Lisa Romero v. RI 1031 Gilman LLC, et al., Alameda County Superior Court Case No. RG21107163 for $25,000.00, in exchange for a release of all claims against the City.

Authorized the City Attorney to settle the claim of Peter Wong for property damage caused by a Zero Waste vehicle, in the amount of $16,315.30.

Approved amendments to Section 30.1 of the Memorandum of Understanding with Berkeley Fire Fighters Association and Section 4.2 of the Berkeley Chief Fire Officers Association, which have been accepted by those employee organizations.

Adjournment
Action: M/S/C (Arreguin/Hahn) to adjourn the meeting.

Vote: Ayes – Hahn, Wengraf, Lunaparra, Humbert, Arreguin; Noes – None; Abstain – None; Absent – Kesarwani, Taplin, Bartlett.

Adjourned at 5:46 p.m.

I hereby certify that the foregoing is a true and correct record of the closed session meeting held on June 3, 2024.
________________________
Mark Numainville, City Clerk

Tuesday, June 4, 2024 MINUTES Page 1

MINUTES

BERKELEY CITY COUNCIL MEETING
Tuesday, June 4, 2024
6:00 PM
SCHOOL DISTRICT BOARD ROOM - 1231 ADDISON STREET, BERKELEY, CA 94702

JESSE ARREGUIN, MAYOR
Councilmembers:

DISTRICT 1 – RASHI KESARWANI DISTRICT 5 – SOPHIE HAHN
DISTRICT 2 – TERRY TAPLIN DISTRICT 6 – SUSAN WENGRAF
DISTRICT 3 – BEN BARTLETT DISTRICT 7 – CECILIA LUNAPARRA DISTRICT 4 – VACANT DISTRICT 8 – MARK HUMBERT
This meeting will be conducted in a hybrid model with both in-person attendance and virtual participation. If you are feeling sick, please do not attend the meeting in person.

Live captioned broadcasts of Council Meetings are available on Cable B-TV (Channel 33) and via internet accessible video stream at http://berkeley.granicus.com/MediaPlayer.php?publish_id=1244.

Remote participation by the public is available through Zoom. To access the meeting remotely: Join from a PC, Mac, iPad, iPhone, or Android device Please use this URL: https://cityofberkeley- info.zoomgov.com/j/1607556641 . To request to speak, use the “raise hand” icon by rolling over the bottom of the screen. To join by phone: Dial 1-669-254-5252 or 1-833-568-8864 (Toll Free) and enter Meeting ID: 160 755 6641. If you wish to comment during the public comment portion of the agenda, Press *9 and wait to be recognized by the Chair. Please be mindful that the meeting will be recorded.

To submit a written communication for the City Council’s consideration and inclusion in the public record, email [email protected].

This meeting will be conducted in accordance with the Brown Act, Government Code Section 54953 and applicable Executive Orders as issued by the Governor that are currently in effect. Any member of the public may attend this meeting. Questions regarding public participation may be addressed to the City Clerk Department (510) 981-6900. The City Council may take action related to any subject listed on the Agenda.

Pursuant to the City Council Rules of Procedure and State Law, the presiding officer may remove, or cause the removal of, an individual for disrupting the meeting. Prior to removing an individual, the presiding officer shall warn the individual that their behavior is disrupting the meeting and that their failure to cease their behavior may result in their removal. The presiding officer may then remove the individual if they do not promptly cease their disruptive behavior. “Disrupting” means engaging in behavior during a meeting of a legislative body that actually disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting and includes, but is not limited to, a failure to comply with reasonable and lawful regulations adopted by a legislative body, or engaging in behavior that constitutes use of force or a true threat of force.

Attachment 2