Berkeley City Council
January 27, 2026

Internal
14 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE pathways, and landscaping, and drive aisle between Lot and the restaurant (vii) the compliance of the Premises or Facility with Hazardous Materials Laws, covenants, conditions or restrictions of any governmental or quasi-governmental entity or of any other person or entity, (viii) the presence or removal of Hazardous Materials (as defined in Section 6.2) or wastes on, under or about the Premises or Facility; or (ix) the compliance of the Premises or Facility under any other Laws, including without limitation the ADA and other Disability Laws. It is specifically understood and agreed that Landlord has no obligation and has made no promises to alter, remodel, improve, decorate or paint the Premises or Facility, repave the adjacent parking lot, construct or install any improvements or Alterations (as defined in Section 7.3), repair or replace any Facility Systems, or otherwise alter or improve the Premises, Facility, or any portion thereof. By entering onto the Premises or Facility, Tenant represents and confirms that it is familiar with the existing legal and physical condition of the Premises and Facility, fully approves the same, and acknowledges that except as expressly provided in this Ground Lease Landlord has made no representation or warranty regarding the condition thereof. Tenant acknowledges and agrees that Tenant is leasing the Premises and accepting the Premises and Facility on the basis of Tenant’s own investigation, and will act only upon information obtained by it directly from such investigation and from materials or records from independent third parties. Tenant assumes the risk that adverse physical and environmental conditions may not have been revealed by its own investigation, that below-ground improvements or facilities may still be located under the Premises, and that Hazardous Materials may subsequently be discovered upon, under or about the Premises. Tenant further acknowledges that neither Landlord, nor its officers, elected officials, agents, employees, or representatives (“Landlord’s Parties”) have made any representation or warranty of any kind in connection with any matter relating to the condition, value, fitness, or suitability of the Premises, Facility or other improvements thereon, upon which Tenant has relied directly or indirectly for any purpose.

6.2 Hazardous Materials
A. General Compliance. Tenant shall, at its sole cost and expense, comply with all 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 (collectively, “Hazardous Materials Laws”) concerning the management, use, generation, storage, transportation, presence, discharge or disposal of 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. “Hazardous Materials” include asbestos, asbestos-containing materials, hydrocarbons, polychlorinated biphenyl (“PCB”) or PCB-containing materials, petroleum, gasoline, petroleum products, crude oil or any fraction, product or by-product thereof. Except for routine substances which are used in the normal and customary operation of a restaurant for the Permitted Use, including such substances technically constituting Hazardous Materials, neither Tenant nor Tenant's Parties shall use, handle, store, transport, treat, generate, release or dispose of any Hazardous Materials anywhere in, on, under or about the Premises or the Facility. Tenant shall cause any and all Hazardous Materials brought onto, used, generated, handled, treated, stored, released, or discharged on or under the Premises or the Facility to be removed from the Premises and Facility and transported for disposal in accordance with applicable Hazardous Materials Laws.

Landlord shall have the right to enter the Premises from time to time to conduct tests, inspections and surveys concerning Hazardous Materials and to monitor Tenant's compliance

Internal
15 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE with its obligations concerning Hazardous Materials and Hazard Materials Laws. Tenant shall immediately notify Landlord in writing of: (i) any release or discharge of any Hazardous Material; (ii) any voluntary clean-up or removal action instituted or proposed by Tenant, (iii) any enforcement, clean-up, removal or other governmental or regulatory action instituted or threatened, or (iv) any claim made or threatened by any person against Landlord, Tenant, the Premises, or the Facility or any portion thereof relating to Hazardous Materials or Hazardous Materials Laws. Tenant shall also supply to Landlord as promptly as possible, and in any event within five business days after Tenant receives or sends same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises or Facility or Tenant's use thereof and concerning Hazardous Materials or Hazardous Materials Laws. In the event Tenant institutes a cleanup or removal action, Tenant shall provide to Landlord in a timely manner copies of all workplans and subsequent reports submitted to the governmental agency with jurisdiction over such action.

B. Tenant's Indemnification. Except to the extent caused by Landlord's sole negligence or willful misconduct, Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, causes of action, liabilities, losses, damages, injunctions, suits, fines, penalties, costs or expenses (including attorneys' fees and expenses and consultant fees and expenses) caused or alleged to have been caused by the presence of Hazardous Materials in, on, under, about, or emanating from the Premises or the Facility, including, without limitation, any bodily injury, death, property damage, natural resource damage, decrease in value of the Premises or the Facility, caused or alleged to have been caused by Tenant or Tenant's Parties' use, storage, handling, treatment, generation, presence, discharge or release of Hazardous Materials in violation of Tenant's obligations under this Ground Lease, whether such claims, causes of action or liabilities are first asserted during the Term or thereafter, and including without limitation, claims made against Landlord with respect to bodily injury, death or property damage sustained by third parties caused or alleged to have been caused by Tenant or Tenant's Parties' use, storage, handling, treatment, generation, presence, discharge or release of Hazardous Materials.

ARTICLE 7.

CONSTRUCTION AND LIENS

7.1 Improvements to the Leased Premises.

A. Construction. Tenant shall construct or cause to be constructed the improvements described in Exhibit B (“Improvements to the Leased Premises”) within the time and in the manner set forth in Exhibit B. Except as otherwise provided in this Section 7.1, Tenant shall diligently prosecute, complete, and accomplish the Improvements without cost or expense to Landlord, by licensed contractors, in compliance with all applicable Laws and permits, and in a first-class and workmanlike manner, as provided in Exhibit B and this Article 7 .

B. Timely Completion. Tenant shall take all steps necessary to enable it to commence, and will commence the construction of the Improvements and will diligently prosecute and complete maintenance on improvements necessary to maintain the Facility and Premises in good condition. In the event Tenant fails to improve or maintain the Premises and Facility in good condition, and does not cure such failure within 60 days of receipt of written notice from Landlord of such failure (or, if such failure cannot be cured within that 60 day period, Tenant has failed to commence the cure within 60 days and thereafter diligently and continuously pursue such cure to completion), at Landlord’s election, exercisable in its

Internal
16 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE reasonable discretion, this Ground Lease shall terminate, and be null and void, and of no further force or effect.

7.2 Off-Site Improvements. For improvements outside of Premises as described in Exhibit C, Off-Site Improvements, the following conditions apply:

A. Judicial Streamlining. Tenant will ensure that construction of the Off-Site Improvements described in Exhibit C. complies with all the requirements of the Governor of California’s Judicial Streamlining Program for Environmental Leadership Development Projects, codified in Section 21183 of the California Public Resources Code.

B. Construction. Tenant shall construct or cause to be constructed the improvements described in Exhibit C (“Off-Site Improvements”) within the time and in the manner set forth in Exhibit C. Except as otherwise provided in this Section 7.2, Tenant shall diligently prosecute, complete, and accomplish the Improvements without cost or expense to Landlord, by licensed contractors, in compliance with all applicable Laws and permits, and in a first class and workmanlike manner, as provided in Exhibit C and this Article 7.

C. Timely Completion. Tenant shall take all steps necessary to enable it to commence and complete the construction of the Improvements upon approved plans and permits and will diligently complete maintenance on the improvements described in Exhibit C in good condition.

In the event Tenant fails to complete construction of the Improvements within the timelines established in Exhibit C, or the Tenant fails to maintain the Improvements in good condition, and does not cure such failure within 60 days of receipt of written notice from Landlord of such failure (or, if such failure cannot be cured within that 60 day period, Tenant has failed to commence the cure within 60 days and thereafter diligently and continuously pursue such cure to completion), at Landlord’s election, exercisable in its reasonable discretion, this Ground Lease shall terminate, and be null and void, and of no further force or effect.

7.3 Alterations on Premises or Facility.

Any construction, reconstruction,
alterations, additions, or improvements or remodeling, in, on, or about the Facility or the undertaken by or on behalf of Tenant from and after the Commencement Date (including without limitation the Improvements, “Alterations”) shall be governed by this Ground Lease. All Alterations, including exterior elevations and color thereof, and all such other improvements, shall be architecturally and aesthetically compatible and harmonious with the Facility, Premises, and any other buildings and improvements thereon to create a uniform general plan for the entire Berkeley Marina. Any Alterations shall be in compliance with applicable Laws and permits, shall at all times be of first class construction and architectural design, and shall be in accordance with all plans and specifications therefor submitted to and approved by Landlord as set forth below. No material changes to such approved plans and specifications shall be made without Landlord’s prior written approval. All Alterations shall be diligently prosecuted, completed, and accomplished without cost or expense to Landlord, by licensed contractors, and in a first-class and workmanlike manner.

A. Alterations, Other than Minor Alterations. Except with Landlord’s prior written consent, which may be granted or denied in Landlord’s discretion, Tenant shall not make or cause to be made any Alterations except for Minor Alterations as set forth below. If Tenant at any time following the Commencement Date desires to undertake any Alterations (other than Minor Alterations), Tenant shall, prior to the commencement of such work, prepare or cause to be prepared, at its sole expense, and shall submit to Landlord for its review, cost estimates, plans and specifications for such work, showing, without limitation, scaled elevations, scaled

Internal
17 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE floor plans, design concepts, dimensions, material selection, colors, signing (if any) and such additional information as is reasonably requested by Landlord to make an informed decision on such submission. The plans and specifications shall comply with this Ground Lease and shall be in compliance with applicable Laws. Landlord shall approve or disapprove such submitted plans within 30 days of receipt of complete plans and specifications meeting the requirements of this subsection. Failure of the Landlord to approve or disapprove such plans and specifications within such 30-day period shall be deemed to be Landlord’s disapproval.

B. Minor Alterations. Tenant shall have the right without Landlord’s consent (but subject to all other provisions of this Ground Lease and upon 30 days prior written notice to Landlord), to undertake nonstructural alterations or remodeling of the Facility not visible from the outside or affecting exterior appearance and not altering the preexisting location of the Facility on the Premises, not exceeding $150,000 individually or $300,000 in cumulative costs during the Term of this Ground Lease (“Minor Alterations”). Notwithstanding the foregoing, and regardless of the cost thereof, Landlord’s prior consent is required for any Alteration involving utility work, or attachment or any fixture or equipment to the Facility.

C. No Alterations to Off-Site Improvements. Tenant may not alter the design and construction specifications of Off-Site Improvements, unless as directed by Landlord in writing. Tenant must construct the Off-Site Improvements with the City’s specifications, as discussed in Exhibit C. If Tenant proposes any change to off-site improvements, such proposal must be made in writing. Landlord will review and Landlord shall retain sole discretion to modify off-site improvement plans. Tenant would be responsible for any additional cost and permitting requirements, as described in 7.4.D.

7.4 Construction Standards. Unless expressly provided otherwise in this Article or Exhibit B or Exhibit C, the following standards shall apply to the design and construction of all Alterations under this Ground Lease.

A. Insurance. Tenant’s designers, contractors and subcontractors shall maintain in force workman’s compensation and such other employee, liability and property insurance as is customary for similar construction projects, and Tenant’s designers, contractors and subcontractors shall also maintain in force professional liability insurance as is customary for similar construction projects. Other than worker’s compensation and professional liability insurance, Landlord and Landlord Parties shall be named as additional insureds on all such insurance and Tenant shall provide certificates of insurance confirming such additional insured status prior to commencement of any Alterations work other than Minor Alterations.

B. Utility Work. Any work performed by or on behalf of Tenant or any occupant or sublessee to connect to, repair, relocate, maintain or install any storm drain, sanitary sewer, water line, gas line, telephone conduit or any other public utility service shall be performed so as to minimize interference with the provision of such services to other occupants and users of the Berkeley Marina.

C. Contracts, Plans and Specifications. With the exception of Minor Alterations, all contracts with any architect, other design professional, or any general contractor for the Alterations shall provide, in form and substance reasonably satisfactory to Landlord, for the assignment thereof to Landlord as security to Landlord for Tenant’s performance hereunder, and Landlord shall be furnished with any such agreement, together with the further agreement of the parties thereto, that if this Ground Lease is terminated due to Tenant’s default, Landlord may use any plans and specifications to which Tenant is then entitled pursuant to any such

Internal
18 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE contract without payment of any further sums to any party thereto. Tenant shall additionally furnish the City with all plans, specifications, studies, drawings, as-built drawings, evaluations, and documents in their complete or most complete state.

D. Permits and Approvals. To the extent that any Alterations 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 Alterations until Tenant has obtained all requisite permits and approvals. This includes compliance with the California Environmental Quality Act (CEQA).

E. Construction Safeguards. Tenant shall erect and properly maintain at all times, as required by the conditions and the progress of work performed by Tenant, all necessary safeguards for the protection of workers and the public.

F. Prevailing Wage Laws. Tenant shall comply with all prevailing wage requirements of California Labor Code Sections 1720 et seq., to the extent such requirements are applicable to Alterations. 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 general prevailing rate of per diem wages and the general per diem prevailing rate for holiday and overtime work as defined by applicable Laws (including without limitation Labor Code Section 1773.1) in effect from time to time. 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 Premises. Tenant, as a penalty to Landlord, shall forfeit $200 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.

G. Landlord’s Rights. Nothing herein shall limit any Landlord right under this Ground Lease, including without limitation those under Sections 5.10 and 5.11 above.

H. Completion. Upon completion of any Alterations (including Minor Alterations), Tenant shall deliver to Landlord two sets of final as-built plans and specifications, and copies of all permits, for the applicable work.

I. Tenant Costs. Except as otherwise expressly provided in this Ground lease, all Alterations shall be without cost or expense to Landlord.

7.5 Protection of Landlord. Nothing in this Ground Lease shall be construed as constituting the consent of Landlord, expressed or implied, to the performance of any labor or the furnishing of any materials in connection with any Alterations by any contractor, subcontractor, laborer or materialman, nor as giving Tenant or any other person any right, power or authority to act as agent of, or to contract for or permit the rendering of, any services, or the furnishing of any materials, in such manner as would give rise to the filing of mechanics’ liens or other claims against the Premises or Facility. Landlord shall have the right at all reasonable times to post, and keep posted, on the Facility and the Premises any notices which Landlord may reasonably deem necessary for the protection of Landlord and of the Premises and Facility from mechanics’ liens or other claims. Tenant shall give Landlord 10 days’ prior written notice of the commencement of any Alterations to be done on or about the Facility or Premises to enable

Internal
19 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE Landlord to post such notices. In addition, Landlord may in its discretion require Tenant to furnish to Landlord at Tenant’s expense reasonable improvement security, including performance and labor and materials bonds, prior to commencement of any Alterations. Tenant shall make, or cause to be made, prompt payment of all monies due and legally owing to all persons doing any Alterations or furnishing any materials or supplies to Tenant or any of its contractors or subcontractors in connection therewith.

7.6 Liens and Stop Notices. Tenant shall keep the Premises and Facility free and clear of all stop notices, mechanics’ liens, and other liens on account of any Alterations done for Tenant or persons claiming under it. Tenant shall indemnify and save Landlord harmless against liability, loss, damages, costs, attorneys’ fees, and all other expenses on account of claims of lien of laborers or materialmen or others for Alterations performed or materials or supplies furnished to Tenant or persons claiming under it. If a claim of a lien or stop notice is given or recorded affecting the Premises or Facility, Tenant shall within 30 days of such recording or service:

A. Pay and discharge the same;
B. Affect the release thereof by recording and delivering to Landlord a lien release bond in customary form and amount which results in the removal of such lien from the Facility and the Premises; or
C. Otherwise obtain or effect the release thereof.

7.7 Notice . Should any claims of lien be filed against the Premises or Facility thereon, or any action be commenced affecting the title to such property, the party receiving notice of such lien or action shall forthwith give the other party written notice thereof.

7.8 Reimbursement and Payment. For Landlord costs arising from Tenant improvements to the premises or off-site improvements, Tenant agrees to reimburse or pay the Landlord directly for those costs.

A. Payment for Landlord’s consultants: Landlord shall provide Tenant with consultant cost estimate in advance. Tenant shall submit a lump sum to Landlord equal to the cost estimate within 30 days of receiving the estimate. When the work is completed, any excess funds will be refunded by Landlord to Tenant within 30 days. Landlord shall periodically bill Tenant in amounts equal to any change orders or added costs, and Tenant shall promptly submit payment within 30 days.

B. Payment for Landlord staff and/or related resources: Tenant agrees to provide progress payments to cover the costs of any Landlord staff or use of City resources.

Landlord shall provide periodic statements listing Landlord’s expenditures relating to staff or resources used for the Project and Tenant shall remit payment within thirty (30) days.

ARTICLE 8.

OWNERSHIP OF IMPROVEMENTS AND PERSONAL PROPERTY

8.1 Ownership of Facility During Term. The Facility shall remain the property of the Landlord during the Term.

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20 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE

8.2 Ownership of Improvements at Termination or Expiration . Upon the expiration or other termination of this Ground Lease, all improvements on the Premises, without compensation to Tenant, shall become Landlord’s property free and clear of all claims to or against them by Tenant or any third person, and Tenant shall defend, indemnify, and hold Landlord harmless against any and all claims, liability and losses arising from such claims or from Landlord’s exercise of the right conferred by this Section 8.2.

8.3 Removal and Ownership of Personal Property at Termination or Expiration. Parties agree that all attached, wired, plumbed, affixed, or mounted furniture, fixtures and equipment, including stoves, hoods, refrigeration, and other booths, bars, and kitchen equipment which are located in the Premises on the date of this Lease are the property of the City. Should Tenant purchase and install replacements for any item listed above during the Term of this Lease, then at Tenant’s election, Tenant may remove such item(s) at the termination of the Term. At the expiration or sooner termination of the Term, Landlord may, at Landlord’s election, require Tenant to remove from the Premises, at Tenant’s sole cost and expense, all personal property. Tenant shall be entitled to remove from the Premises, at Tenant’s sole cost and expense, at the expiration or sooner termination of the Term, all of Tenant’s personal property , inventory, books and records, artwork, and any of Tenant’s proprietary items or those which contain any of Tenant’s intellectual property, Tenant shall be liable to Landlord for costs incurred by Landlord in effecting the removal of such personal property (including fixtures) which Tenant has failed to remove after demand pursuant to this section.

A. Tenant may, from time to time during the Term, remove any personal property (other than fixtures) that may be removed without damage to the structural integrity of the Premises or Facility. Tenant shall repair all damage caused by any such removal.

B. Any personal property owned by Tenant and not removed by Tenant prior to the expiration or earlier termination of the Term shall be deemed to be abandoned by Tenant and shall, without compensation to Tenant, become the Landlord’s property, free and clear of all claims to or against them by Tenant or any other person, but subject to the rights of third party lenders and equipment lessors as to which Landlord has notice.

ARTICLE 9.

UTILITIES
Tenant shall be solely responsible for contracting for, and shall promptly pay all charges for telephone, computers and cable lines, wiring, materials, security, heat, air conditioning, water, gas, sewer, electricity, refuse, sewage, garbage, pest control services, and any other utility service supplied to the Facility, the Premises or any portion thereof, or any other improvements located thereon (“Utilities”). Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all demands, liabilities, claims, actions, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or connected with the provision and payment of the Utilities.

ARTICLE 10.

INSURANCE AND INDEMNITY

10.1 General Insurance Requirements .

Internal
21 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE A. During the entire Term of this Ground Lease, Tenant shall provide the following forms and amounts of insurance with respect to the Facility and the Premises, and shall provide evidence of such coverage to Landlord on an annual basis. Such insurance shall be primary to and not contributing with any other insurance, self-insurance, or joint self-insurance maintained by the Landlord, shall name the Landlord as an additional insured, and shall include, but not be limited to:

1. Fire and Extended Coverage Insurance in All-Risk form, with vandalism and malicious mischief endorsements, covering the Facility including all Alterations and the Premises against loss or damage in an amount equal to not less than 100% of the replacement cost of the Facility, including all Alterations and fixtures, with such commercially reasonable deductible as may be approved by Landlord in its reasonable discretion; provided however, Tenant maintains a deductible or self-insured retention of $500,000.00 and the same is approved by Landlord. Such insurance shall include coverage for cost of demolition and increased cost of construction by reason of changes in applicable ordinances and laws and shall not contain a co-insurance clause.

2. Business Interruption Insurance on an “all risk” basis which will provide recovery for a minimum of 12 months of Tenant’s continuing Rent obligations, (including without limitation Percentage Rent which likely would have been payable in the absence of the interruption).

3. Broad Form Commercial General Liability Insurance protecting Tenant against claims for bodily injury, personal injury and property damage based upon, or arising out of, the ownership, use, occupancy or maintenance, directly or indirectly, of the Premises and Facility and all areas appurtenant thereto. Such insurance shall be written on an “occurrence” policy form providing single limit coverage in an amount not less than $2,000,000 per occurrence and umbrella/excess liability insurance in the amount of $5,000,000. Tenant shall add Landlord and its officers, agents, employees, and representatives (together, “Landlord Parties”) as additional insureds by means of an endorsement at least as broad as the Insurance Service Organization’s “Additional Insured-Managers or Landlords of Premises” endorsement and coverage shall also be extended to include damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Ground Lease as an “insured contract” for the performance of Tenant’s indemnity obligations under this Ground Lease. The limits of this insurance shall not, however, limit the liability of Tenant nor relieve Tenant of any obligation hereunder. Tenant shall provide a “per location’ endorsement on its liability policy or policies that provides that the general aggregate and other limits apply separately and specifically to the Premises and Facility.

4. Auto Liability Insurance endorsed for all owned and non-owned vehicles in the initial amount of $2,000,000, combined single limit.

5. Worker’s Compensation Insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California.

6. Lender Insurance. Any additional policy of insurance required by any lender providing permanent financing for the Facility or any Alterations.

7. Removal Insurance. Tenant shall secure and maintain insurance coverage for any costs to remove and dispose of exoskeleton and related elements, and any

Internal
22 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE costs of resulting repairs to the building and premises to the City’s satisfaction. Landlord, in its sole discretion, may require such removal, disposal and repair in the event that Tenant defaults or terminates prior to the end of the lease term.

8. Other Insurance. Any additional policy of insurance required by any Exhibit to this Ground Lease.

B. Review. The liability insurance requirements may be reviewed by Landlord every five years, for the purpose of increasing (in consultation with its insurance advisors) the minimum limits of such insurance from time to time to limits which shall be reasonable and customary for similar facilities of like size and operation in accordance with generally accepted insurance industry standards, but in no event will Tenant be required to increase the amount of cumulative or single occurrence coverage by more than 50% for any five-year period.

C. General. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII. The commercial general liability and automobile liability policies hereunder shall name Landlord and Landlord Parties as additional insureds.

Tenant shall furnish Landlord with a certificate of insurance evidencing the required insurance coverage and a duly executed endorsement evidencing such additional insured status. The certificate shall contain a statement of obligation on the part of the carrier to notify Landlord of any material change, cancellation or termination of the coverage at least 30 days in advance of the effective date of any such material change, cancellation or termination. Upon Landlord’s request, Tenant shall provide certified copies of all insurance policies, including declarations pages. Coverage provided hereunder by Tenant shall be primary insurance and shall not be contributing with any insurance, self-insurance or joint self-insurance maintained by Landlord or City, and the policy shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the Landlord and other additional insureds. The required certificate and endorsement shall be furnished by Tenant to Landlord prior to the Commencement Date, and prior to each anniversary thereof. If Tenant fails to purchase, renew or maintain any insurance policies required herein, Landlord shall have the right to so purchase any such insurance.

10.2 Indemnity. To the greatest extent permitted by Law (including without limitation Civil Code Section 2782 if and to the extent applicable), Tenant shall protect, indemnify, defend and hold Landlord and Landlord Parties harmless from and against any and all demands, liability, claims, actions and damages to any person or property, costs and expenses, including attorneys’ fees, arising out of or connected with: (i) a default by Tenant of its obligations under this Ground Lease; (ii) the use or occupancy of the Facility, the Premises, the improvements thereon including any Alterations, or any portion thereof, by Tenant or Tenant’s Parties, other than those attributable to the sole negligence or willful misconduct of Landlord or Landlord Parties; and (iii) the release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Premises in violation, or alleged violation, of any Laws, which occurs at any time during the Term. The indemnity obligation in clause (iii) above shall include any demands, liability, claims or actions for tangible or intangible property damage; compensation for lost wages, business income, profits or other economic loss; damage to the natural resource or the environment; nuisance; trespass; and/or contamination, leak, spill, release or other adverse effect on the environment. Tenant’s indemnity obligations under this Section shall survive the expiration or termination of this Ground Lease.

Internal
23 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE ARTICLE 11.

DAMAGE OR DESTRUCTION

11.1 Restoration.

A. Insured Damage. No loss or damage by fire or any other cause resulting in either partial or total destruction of the Facility or any other improvements now or hereafter located on the Premises, including any fixtures, personal property, equipment or machinery used or intended to be used in connection with the Premises or Facility, shall (except as otherwise provided in Sections 11.1.B or 11.2, below) operate to terminate this Ground Lease or to relieve or discharge Tenant from the payment of any Rent, or other amounts payable hereunder, as and when they become due and payable, or from the performance and observance of any of the agreements, covenants and conditions herein contained to be performed and observed by Tenant. Provided however, Rent shall abate during any period of time after the occurrence of such casualty if Tenant can no longer operate its business in the Facility. Tenant covenants to repair, reconstruct, and/or replace or cause to be repaired, reconstructed and/or replaced the Facility and any other improvements now or hereafter located on the Premises, including any fixtures, personal property, equipment or machinery used or intended to be used in connection with the Premises or Facility, so damaged or destroyed.

Subject to the rights of any Ground Leasehold Mortgagee (as defined in Section 14.2 below) Tenant also covenants that all insurance proceeds will be deposited with the Insurance Trustee and applied to the repair, reconstruction and/or replacement described herein. Tenant’s failure to make such full repair, restoration and replacement under any conditions in which it was elected or required so to do shall constitute a default by Tenant under this Ground Lease.

B. Facility Uninsured Damage. Notwithstanding the provisions of Section

11.1.A, if, during the Term, (i) the Facility is totally destroyed or rendered inaccessible or if the remaining portion of the Facility is rendered unsuitable (as defined herein) for Tenant’s continued use, from a risk not covered 90% by the insurance required to be carried by Tenant under this Ground Lease, and (ii) the cost of restoration exceeds 50% of the then replacement value of the Facility as reasonably determined by Landlord, Tenant can elect to terminate this Ground Lease by giving notice to Landlord within 30 days after Landlord’s determination of the restoration cost and replacement value. The Facility shall be deemed unsuitable for Tenant’s continued use if, following a reasonable amount of reconstruction, Tenant’s business in the Facility could not be operated at an economically feasible level. If Tenant elects to terminate this Ground Lease, Landlord in Landlord’s sole and absolute discretion may, within 90 days after receiving Tenant’s notice to terminate, elect to pay the difference between 90% of the replacement value of the Facility and the actual cost of restoration, in which case Tenant shall restore the Facility. Promptly following Landlord’s election to contribute, Landlord shall deposit the amount of its contribution with the Insurance Trustee provided for in subsection C below. If Tenant elects to terminate this Ground Lease and Landlord in its sole and absolute discretion does not elect to contribute toward the cost of restoration as provided in this Subsection 11.1.B, this Ground Lease shall terminate as of the 91st day following Tenant’s notice.

C. Establishment of Insurance Trust and Disbursement Procedures. Except as may otherwise be required by any Ground Leasehold Mortgagee, Tenant shall make the loss adjustment with the insurance company insuring the loss and on receipt of the proceeds shall immediately pay them to a builder’s control company, title company, or bank selected by the mutual agreement of the parties (“Insurance Trustee”). To the extent Landlord in its sole and absolute discretion elects to contribute to the restoration costs as provided in subsection B above, Landlord shall deposit with the Insurance Trustee its contribution toward the cost of

Internal
24 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE restoration. All sums deposited with the Insurance Trustee shall be held for the following purposes and the Insurance Trustee shall have the following powers and duties:

1. The sums shall be paid in installments by the Insurance Trustee to the contractor retained by Tenant as construction progresses, for payment of the cost of restoration. Any final retention provided for in the contract with such contractor will be paid to the contractor on completion of restoration, payment of all costs, expiration of all applicable lien periods, and proof that the restored Facility and the Premises are free of all mechanics’ liens and lienable claims.

2. Payments shall be made on presentation of certificates or vouchers from the architect or engineer retained by Tenant showing the amount due. If the Insurance Trustee, in its reasonable discretion, determines that the certificates or vouchers are being improperly approved by the architect or engineer retained by Tenant, the Insurance Trustee shall have the right to appoint an architect or an engineer to supervise construction and to make payments on certificates or vouchers approved by the architect or engineer retained by the Insurance Trustee. The reasonable expenses and charges of the architect or engineer retained by the Insurance Trustee shall be paid by the Insurance Trustee out of the trust fund.

3. If the sums held by the Insurance Trustee are not sufficient to pay the actual cost of restoration, Tenant shall deposit the amount of the deficiency with the Insurance Trustee within ten (10) business days after request by the Insurance Trustee indicating the amount of the deficiency.

4. Any undisbursed funds after compliance with the provisions of this Subsection 11.1.C shall be delivered to Landlord to the extent of Landlord’s contribution to the fund, and the balance, if any, shall be paid to Tenant.

5. All actual costs and charges of the Insurance Trustee shall be paid by Tenant.

6. If the Insurance Trustee resigns or for any reason is unwilling to act or continue to act, the parties shall substitute a new trustee in the place of the designated Insurance Trustee.

7. Both parties shall promptly execute all documents and perform all acts reasonably required by the Insurance Trustee to perform its obligations under this Subsection 11.1.C.

11.2 Right to Terminate Upon Destruction Near the End of the Term. If, during the last year of the Term, the Facility is totally or partially destroyed, and if the cost of restoration exceeds 20% of the replacement cost of the Facility immediately before the damage or destruction, Tenant may elect to terminate this Ground Lease, provided that Tenant complies with all of the following conditions:

A. Tenant gives Landlord written notice of the damage or destruction within 30-days after the event causing such damage or destruction; B. Tenant is not in default under this Ground Lease;

Internal
25 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE C. Tenant transfers to Landlord all insurance proceeds resulting from the casualty, net of any cost incurred by Tenant in collecting such insurance proceeds and/or in complying with the provisions of Subsection 11.2.E below and net of the portion of such proceeds that are payable to any Ground Leasehold Mortgagee pursuant to the Ground Leasehold Mortgage; and
D. Tenant delivers possession of the Premises, the Facility and all other improvements located on the Premises to Landlord and quitclaims to Landlord all of Tenant’s right, title and interest therein.

E. If Tenant so elects to terminate this Ground Lease under this Section, then Tenant shall, at its expense, promptly remove all debris and put the Facility, the Premises and all improvements thereon in a safe condition. Following Tenant’s satisfactory performance of the foregoing requirements, this Ground Lease shall terminate and the parties shall have no further obligations to each other excepting those previously accrued but theretofore unsatisfied and those obligations which by their terms survive expiration or termination of this Ground Lease.

11.3 Waiver. The provisions of this Article 11 shall govern the rights of the parties in the event of any full or partial destruction of the Facility and any improvements thereon. Tenant hereby waives the provisions of Civil Code Section 1932(2) and Civil Code Section 1933(4) and any similar successor statute or Law with respect to any destruction of the Facility.

11.4 Determination of Extent of Destruction, Interference with Use. For purposes of this Article 11, the extent of destruction of the Facility shall be determined by dividing the estimated cost of replacement or restoration as evidenced by estimates prepared by licensed general contractors acceptable to Landlord by the full replacement cost of the Facility, as reasonably determined by Landlord.

11.5 Procedures for Repair and Restoration . In the event of any damage or destruction, Tenant shall promptly give Landlord written notice of such damage or destruction and the date on which such damage or destruction occurred. Tenant shall promptly make proof of loss and shall proceed promptly to collect, or cause to be collected, all valid claims which Tenant may have against insurers or others based upon any such damage or destruction.

Except as otherwise provided above, amounts received on account of any losses pursuant to insurance policies shall be used and expended for the purpose of fully repairing or reconstructing the portions of the Facility which have been destroyed or damaged. Tenant shall commence and complete or cause to be commenced and completed, in a good and workmanlike manner and in accordance with Article 7, the reconstruction or repair of any part of the Facility damaged or destroyed, after Landlord has approved Tenant’s plans, drawings, specifications, construction schedule and permits for such reconstruction or repair.

ARTICLE 12.

CONDEMNATION

12.1 Definitions.

A. “Condemnation” means: (1) the exercise of any governmental power in eminent domain, whether by legal proceedings or otherwise, by a condemnor, and (2) a voluntary sale or transfer to any condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending.

Internal
26 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE B. “Date of taking” means the date the condemnor has the right to possession of the property being condemned.

C. “Award” means all compensation, sums or anything of value awarded, paid or received on a total or partial condemnation.

D. “Condemnor” means any public or quasi-public authority, or private corporation or individual, having the power of condemnation.

12.2 Parties’ Rights and Obligations to be Governed by Ground Lease. If during the Term there is any taking of all or any part of the Premises, the Facility or any other improvements on the Premises or any interest in this Ground Lease by condemnation, the rights and obligations of the parties shall be determined pursuant to the provisions of this Article 12.

12.3 Total Taking. If the Premises or Facility is totally taken by condemnation, this Ground Lease shall terminate on the date of taking.

12.4 Effect of Partial Taking. If a portion of the Facility or Premises or any other improvements thereon are taken by condemnation, this Ground Lease shall remain in effect, except that Tenant may elect to terminate this Ground Lease if the remaining portion of the Premises or Facility is rendered unsuitable (as defined herein) for Tenant’s continued use.

The remaining portion of the Facility or the Premises shall be deemed unsuitable for Tenant’s continued use if, with a reasonable amount of reconstruction, Tenant’s business in the Facility could not be operated at an economically feasible level. Tenant must exercise its right to terminate by giving Landlord written notice of its election within 90 days after the nature and extent of the taking have been finally determined. Such notice shall also specify the date of termination, which shall not be prior to the date of taking. Failure to properly exercise the election provided for in this Section 12.4 will result in this Ground Lease continuing in full force and effect. Provided however, if the Ground Lease continues in effect as aforesaid, the Base Rent shall be equitably abated based on the remaining area of the Facility or the Premises bears to the pre-condemnation area of the Facility or the Premises.

12.5 Restoration of Facility. If in Tenant’s judgment it is reasonably possible and economically feasible to do so, Tenant shall be entitled to use that portion of the award allocable to the Facility (but not any portion allocable to the Premises) as is necessary to restore or to add on to the Facility so that the area and approximate layout of the Facility will be substantially the same after the date of taking as it was before the date of taking. If it is not reasonably possible and economically feasible to so restore the area and layout of the Facility, the remaining provisions of this Article 12 shall govern the rights of the parties. If Tenant fails to promptly commence any reasonably required repair, restoration or reconstruction of the Facility and diligently prosecute such repair, restoration or reconstruction to completion, and such failure is not remedied within 30 days of written notice from the Landlord to Tenant, this Ground Lease may be terminated by the Landlord.

12.6 Waiver of CCP Section 1265.130. Each party waives the provisions of the Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court of the County of Alameda, State of California to terminate this Ground Lease in the event of a partial taking of the Premises.

12.7 Award. If all or any portion of the Premises is taken in connection with a condemnation, the entire portion of the award allocable to the Premises shall belong to

Internal
27 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE Landlord. Subject to the provisions of Section 12.5, and subject to the rights of any Ground Lease Mortgagee, if all or any portion of the Facility or any other improvements on the Premises is taken in connection with a condemnation, the award for the Facility or such other improvements shall belong to Landlord, except as hereinafter provided. Tenant, or any subtenant, as applicable, shall be entitled to receive only: (a) the value of any leasehold improvements, merchandise, personal property, and furniture, fixtures and equipment owned by Tenant or its subtenant that are taken in connection with such condemnation; and (b) loss of Tenant’s or its subtenant’s business goodwill, if agreed to be paid by the condemning authority or awarded by a court. Neither Tenant nor any subtenant shall have any right to receive any amount on account of any loss of any other interest in this Ground Lease, including without limitation any so-called “leasehold bonus value” or other amount due to differences between the Rent payable hereunder and the then current fair market rental value of Tenant’s interest in this Ground Lease. Nothing in this Section 12.7 shall be deemed a waiver or surrender by Tenant or any subtenant of any right to receive relocation assistance under Government Code Section 7260, et seq., or compensation for moving of personal property under Code of Civil Procedure Section 1263.260.

ARTICLE 13.

QUALITY, ASSIGNMENT AND SUBLETTING

13.1 Quality Expectations.

A. Tenant shall operate a high quality, full-service restaurant and event space that meets a community need.

B. Tenant shall provide the City with advance notice in the event that a name change or other change is requested. The request shall include the reason for the request, along with supporting documentation that the proposed concept will continue to facilitate a high quality, full-service restaurant and event space that meets a community need and comparable revenue expectations to the prior use. The City shall have 3 months to review the proposal, request additional information. However, the City’s approval shall not be unreasonably withheld, conditioned, or delayed.

13.2 Assignment.

A. Tenant shall not assign, sublet or otherwise transfer, whether voluntarily or involuntarily or by operation of Law, this Ground Lease, the Facility or any part thereof (collectively an “assignment”) without Landlord’s written consent, which shall not unreasonably be withheld, conditioned or delayed. The merger of Tenant with any other entity or the assignment or transfer of any controlling or managing ownership or beneficial interest in Tenant, or the assignment or transfer of a substantial portion of the assets of Tenant, whether or not located at the Premises, shall constitute an “assignment” hereunder. Tenant agrees that it shall not be unreasonable for Landlord to condition its approval upon, among other things, the proposed assignee having a financial net worth, according to a current financial statement prepared by a certified public accountant, which is equal to or greater than that of Tenant at the date of execution of this Lease or at the time of assignment, whichever is higher, upon the proposed assignee having a reputation for and experience and qualifications in operating and maintaining restaurant properties comparable to the Facility, and upon the proposed assignee having a first-class business reputation. In evaluating the acceptability of the net worth of a proposed assignee, Landlord may require that the assignee’s net worth be sufficient to carry out the performance of Tenant’s obligation under this Ground Lease. Subject to the foregoing,

Internal
28 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE Landlord agrees that it will not withhold its consent to Tenant’s assignment of its interest in this Ground Lease if Tenant demonstrates to Landlord’s reasonable satisfaction that such assignee has a net worth equal to or exceeding that of Tenant as of the Effective Date or the assignment date (whichever is greater), has a reputation for and at least five years’ experience and qualifications in operating and maintaining at least three similar restaurants of comparable quality, has a first-class business reputation in the restaurant industry, and will provide a restaurant that serves the community well. Tenant shall promptly provide Landlord with any information reasonably requested by Landlord relating to the identity of any proposed assignee, the nature of such assignee’s business and the proposed assignee’s financial responsibility.

Landlord’s consideration should be limited to the proposed assignee’s financial condition, its business experience and reputation, and the standard of operation of its existing restaurants, in determining whether to grant consent to the assignment.

B. Notwithstanding Subsection 13.1.A above, Landlord’s consent is not required for any assignment to an Affiliate of Tenant (as defined below), as long as the following conditions are met: (i) Landlord receives written notice of the assignment (as well as any documents or information reasonably requested by Landlord regarding the assignment or assignee); and (ii) the assignee assumes in writing all of Tenant’s obligations under this Ground Lease. For purposes of this Section, “Affiliate” means an entity which controls, is controlled by or under common control with Tenant. For the purposes of this definition, "control" means the direct or indirect ownership of more than 50% of the voting securities of an entity or possession of the right to direct the entity's day-to-day affairs. Notwithstanding Subsection 13.1.A above, Landlord’s consent is not required for (A) a transfer of any ownership interest in connection with a proposed public offering by Tenant or an Affiliate or parent or holding company; or (B) the merger or consolidation with or the sale of substantially all of the assets of Tenant or Tenant’s parent to a third party who shall assume Tenant’s obligations under this Lease; in such event, Tenant shall notify Landlord in writing of the occurrence of either of the foregoing events, and shall provide a true and correct copy of the assignment and assumption agreement, together with such other documentation supporting or evidencing said event as may be reasonably requested by Landlord.

C. No partial assignments of this Ground Lease shall be permitted.

Assignments of this Ground Lease shall only be made pursuant to a written assignment and assumption agreement in a form reasonably acceptable to Landlord. Landlord’s consent to any one assignment shall not constitute consent to any other assignment, and shall not constitute a waiver of the right to give or withhold consent in accordance with this Section 13.2.

D. In the event Tenant shall assign this Ground Lease or request the consent of Landlord to any assignment, or if Tenant shall request the consent of Landlord for any other act Tenant proposes to do, then Tenant shall pay Landlord's reasonable attorneys' fees incurred in connection with each such request.

13.3 Subleases. Tenant shall not sublease all or any portion of the Facility or the Premises without Landlord’s prior written consent, which may not be unreasonably withheld, conditioned or delayed.

ARTICLE 14.

TENANT DEFAULTS AND LANDLORD’S REMEDIES

14.1 Defaults by Tenant. Tenant shall be in default under this Ground Lease upon occurrence of any of the following:

Internal
29 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE A. Tenant shall at any time be in default in the payment of Rent or any other monetary sum called for by this Ground Lease for more than 10 days following written notice from Landlord to Tenant; or
B. Tenant shall at any time be in default in the keeping and performing of any of its other covenants or agreements herein contained, and should such other default continue for 30 days after written notice thereof from Landlord to Tenant specifying the particulars of such default, or if such other default is of a nature that curing such default will take more than 30 days Tenant has failed to commence such cure within such 30-day period and to thereafter diligently and continuously pursue completion of such cure; or
C. Tenant fails to have timely Commenced Construction or achieved substantial completion of the Improvements as required by Exhibit B and Exhibit C; or D. Tenant abandons or substantially suspends the Improvements prior to completion thereof and such default is not cured within 30 days of written notice from Landlord to Tenant; or
E. Tenant assigns, sells, transfers, conveys, encumbers, hypothecates or leases the whole or any part of the Facility, the Premises, or any other improvement constructed thereon in violation of the Ground Lease; or
F. Except as otherwise expressly permitted in this Ground Lease there is any change in control of Tenant, or any other act or transaction involving or resulting in a change in the identity of the parties in control of Tenant or the degree of such control; or G. Tenant fails to pay promptly when due each and every installment of principal and interest on any private loan encumbering Tenant’s interest in this Ground Lease or any improvements on the Premises for which Tenant is responsible, and such failure continues beyond (i) the expiration of any applicable grace or cure period, and (ii) the date by which Tenant must make payment to cure any notice of default received from the holder of such private loan; or
H. Any Ground Leasehold Mortgagee or any other holder of any private loan encumbering Tenant’s interest in this Ground Lease, or any improvements on the Premises initiates a foreclosure of the deed of trust by which such loan is secured, and Tenant fails to cause such foreclosure proceedings to be dismissed prior to the earlier to occur of (i) the trustee under the deed of trust giving notice of the trustee’s sale, or (ii) within 30 days of Tenant’s receipt of written notice from Landlord..

14.2 Remedies. Subject to the rights of any Ground Leasehold Mortgagees permitted under Article 15, upon the occurrence of any such default, in addition to any and all other rights or remedies of Landlord hereunder, or by Law or in equity provided, Landlord shall have the sole option to exercise the following rights and remedies:

A. Terminate this Ground Lease by giving Tenant thirty (30) days prior written notice of termination. Thirty days after the giving of such notice, all of Tenant’s rights in the Premises, Facility and any other improvements located thereon, shall terminate. On the 30th day Immediately following delivery of the notice of termination, Tenant shall surrender and vacate the Premises, including the Facility and any other improvements located thereon, leaving them in broom-clean condition; and, subject to Subsection 14.2.B, below, respecting the right of certain

Internal
30 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE subtenants to remain, Landlord may reenter and take possession of the Premises and Facility and eject all parties in possession or eject some and not others, or eject none. Termination under this subsection shall not relieve Tenant from the payment of any sum then due to Landlord or from any claim for damages previously accrued or then accruing against Tenant.

B. Without terminating this Ground Lease, Landlord may at any time and from time to time relet the Premises, including the Facility, or any part or parts thereof for the account and in the name of Tenant or otherwise. Any reletting may be for the remainder of the Term or for a longer or shorter period. Landlord may execute any leases made under this provision either in Landlord’s name or in Tenant’s name, and shall be entitled to all rents from the use, operation, and occupancy of the Premises, Facility and any other improvements thereon. Tenant hereby appoints Landlord its attorney-in-fact for purpose of such leasing. Tenant shall nevertheless pay to Landlord on the due dates specified in this Ground Lease the equivalent of all sums required of Tenant under this Ground Lease, less the revenue received by Landlord from any reletting or attornment, plus Landlord’s expenses, including (by way of example), but not limited to, remodeling expenses, Landlord’s brokerage and advertising costs and attorneys’ fees and costs.

No act by or on behalf of Landlord under this subsection shall constitute a termination of this Ground Lease unless Landlord gives Tenant written notice of termination.

C. Even though Landlord may have relet all or any portion of the Premises, including the Facility and any other improvements thereon, Landlord may thereafter elect to terminate this Ground Lease and all of Tenant’s rights in or to the foregoing.

14.3 Damages. Should Landlord elect to terminate this Ground Lease, Landlord shall be entitled to recover from Tenant, as damages:

A. The worth at the time of the award of the unpaid Rent that had been earned at the time of termination of this Ground Lease; B. The worth at the time of the award of the amount by which the unpaid Rent that would have been earned after the date of termination of this Ground Lease until the time of award exceeds the amount of the loss of Rent that Tenant proves could have been reasonably avoided;
C. The worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term of this Ground Lease after the time of award exceeds the amount of the loss of Rent that Tenant proves could have been reasonably avoided; and D. Any other amount (and court costs) necessary to compensate Landlord for all detriment proximately caused by Tenant’s default, including costs of alterations and improvements in connection with reletting.

E. Computing Worth at the Time of Award. The “worth at the time of the award,” as used in Subsections 14.3.A and 14.3.B, is to be computed by allowing interest at the maximum rate permitted by Section 1(2) of Article XV of the California Constitution. The “worth at the time of the award,” as referred to in Subsection 14.3.C, is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent.

F. Landlord shall mitigate its damages by making reasonable efforts to relet the Premises on reasonable terms, including engaging a listing broker to market the Leased

Internal
31 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE Premises and publishing the space as “available” in real estate databases commonly used by commercial brokers in the San Francisco/Berkley, CA market. Landlord may relet for a shorter or longer period of time than the Term and make any necessary repairs or alterations. If Landlord relets for a period of time shorter or longer than the current Term or at a lower rental rate than the Base Rent herein, then Tenant shall be liable for any lost Rent and expenses related to the new lease limited to leasing commissions, and reasonable tenant improvements. However, the cost of the leasing commissions and tenant improvements shall be amortized over the entire reletting term so that Tenant shall only be liable for such costs and expenses allocated to the remaining term of the Lease.

14.4 Landlord’s Right to Cure Tenant’s Default. Landlord, at any time after Tenant commits a default which Tenant has failed to cure within the time established therefor, may cure the default at Tenant’s cost. If Landlord at any time, by reason of Tenant’s default, pays any sum, the sum paid by Landlord shall be due immediately from Tenant to Landlord at the time the sum is paid, and if paid at a later date, shall bear interest at the maximum rate permitted under Section 1(2) of Article XV of the California Constitution from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant.

ARTICLE 15.

MORTGAGEE PROTECTION PROVISIONS

15.1 Ground Leasehold Mortgage Authorized. As provided and defined in this Article, Tenant may mortgage or otherwise encumber Tenant’s interest in this Ground Lease to an “Institutional Investor” under one or more Ground Leasehold Mortgage(s) and assign this Ground Lease as security for such mortgage(s). The Ground Leasehold Mortgage(s) shall affect only Tenant’s interest in this Ground Lease and shall be subject to all of the terms and provisions of this Ground Lease. Landlord’s fee interest shall not be encumbered or subordinated.

15.2 Notice to Landlord. If Tenant shall mortgage Tenant’s interest in this Ground Lease to an Institutional Investor, and if the holder of such Ground Leasehold Mortgage shall provide Landlord with notice of such Ground Leasehold Mortgage, together with a true copy of such Ground Leasehold Mortgage, the note and all other documents relating to such Ground Leasehold Mortgage, and the name and address of the holder, Landlord and Tenant agree that, following receipt of such notice by Landlord, the provisions of this Article 15 shall apply with respect to such Ground Leasehold Mortgage. In the event of any assignment of a Ground Leasehold Mortgage, or in the event of a change of address of the holder thereunder or of an assignee of such holder, notice of the new name and address shall be provided to Landlord. Tenant shall thereafter also provide Landlord from time to time with a copy of each amendment or other modification or supplement to such instruments. All recorded documents shall be certified as true and correct copies of official records by the Alameda County Recorder and all nonrecorded documents shall be accompanied by a certification by Tenant or the holder that such documents are true, complete, and correct copies of the originals.

15.3 Definitions. As used in this Article 15:

A. “Institutional Investor” means any lender which has assets in excess of $100 Million at the time the Ground Leasehold Mortgage or similar loan is made.

B. “Ground Leasehold Mortgage” includes a mortgage, deed of trust or other security instrument authorized in favor of an (except as provided in Section 15.3)

Internal
32 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE Institutional Investor by which Tenant’s interest in this Ground Lease are mortgaged, conveyed, assigned or otherwise transferred to secure a debt or other obligation.

C. “Mortgagee ” shall refer to a holder of a Ground Leasehold Mortgage under with respect to which the notice provided for by Section 15.2 has been given and received and as to which the provisions of this Article 15 are applicable.

15.4 Consent of Ground Leasehold Mortgagee Required.

No cancellation,
surrender or modification of this Ground Lease shall be effective as to any Ground Leasehold Mortgagee unless consented to in writing by such Ground Leasehold Mortgagee.

15.5 Notice to Ground Leasehold Mortgagee.

With respect to any Ground
Leasehold Mortgage, whenever Landlord shall deliver any notice to Tenant with respect to any default by Tenant hereunder, Landlord shall at the same time deliver a copy of such notice to each Ground Leasehold Mortgagee authorized by this Ground Lease. No notice of default shall be effective as to the Ground Leasehold Mortgagee unless such notice is given. Each Ground Leasehold Mortgagee shall (insofar as the rights of Landlord are concerned) have the right, at its option, within 60 days after the receipt of the copy of the notice, to cure or remedy or commence to cure or remedy any such default. In the event possession of the Facility or the Premises, or any portion thereof, is required to effectuate such cure or remedy, the Ground Leasehold Mortgagee shall be deemed to have timely cured or remedied if it commences the proceedings necessary to obtain possession thereof within 60 days after receipt of the copy of the notice, diligently and continuously pursues such proceedings to completion, and, after obtaining possession, diligently and continuously completes such cure or remedy. The provisions of Section 15.7 below shall apply if, during such 60-day termination notice period, the Ground Leasehold Mortgagee shall
A. Notify Landlord of such Ground Leasehold Mortgagee’s desire to nullify such notice, and
B. Pay or cause to be paid all Rent, and other payments then due and in arrears as specified in the termination notice to such Ground Leasehold Mortgagee and which may become due during such 60-day period, and
C. Comply, or in good faith, with diligence and continuity, commence to comply, with all nonmonetary requirements of this Ground Lease then in default and reasonably susceptible of being complied with by such Ground Leasehold Mortgagee; provided, however, that in the event such Ground Leasehold Mortgagee shall commence foreclosure proceedings within such 60-day period, such Ground Leasehold Mortgagee shall not be required during such 60-day period to cure or commence to cure any default consisting of Tenant’s failure to satisfy and discharge any lien, charge or encumbrance against the Tenant’s interest in this Ground Lease junior in priority to the lien of the Ground Leasehold Mortgage held by such Ground Leasehold Mortgagee.

D. Any notice to be given by Landlord to a Ground Leasehold Mortgagee pursuant to any provision of this Article 15 shall be deemed properly addressed if sent to the Ground Leasehold Mortgagee who served the notice referred to in Section 15.2 at the address stated in such notice unless notice of a change of mortgage ownership has been given to Landlord pursuant to Section 15.2.

Internal
33 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE

15.6 Ground Leasehold Mortgagee Foreclosure. If Landlord shall elect to terminate this Ground Lease by reason of any default of Tenant and the Ground Leasehold Mortgagee shall have proceeded in the manner provided for by Section 15.5, the specified date for termination of this Ground Lease as fixed by Landlord in its termination notice shall be extended for a period of six months, provided that such Ground Leasehold Mortgagee shall, during such six-month period:

A. Pay, or cause to be paid, Rent (including the Base Rent, Percentage Rent, and any other monetary obligations of Tenant under this Ground Lease) as the same become due, and continue its good faith efforts to perform all of Tenant’s other obligations under this Ground Lease; and
B. If not enjoined or stayed, take steps to acquire or sell Tenant’s interest in this Ground Lease by foreclosure of the Ground Leasehold Mortgage or other appropriate means and prosecute the same to completion with diligence.

If, at the end of such six-month period, such Ground Leasehold Mortgagee is diligently complying with this Section 15.6, this Ground Lease shall not then terminate, and the time for completion by such Ground Leasehold Mortgagee of its proceedings shall continue so long as such Ground Leasehold Mortgagee is enjoined or stayed and thereafter provided such Ground Leasehold Mortgagee continues to meet its obligations under Subsection 15.6.A above, and proceeds to complete steps to acquire or sell Tenant’s interest in this Ground Lease by foreclosure of the Ground Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity. Nothing in this Section 15.6, however, shall be construed to extend this Ground Lease beyond the Initial Term (or, if applicable, any then- effective Extension Term), nor to require a Ground Leasehold Mortgagee to continue such foreclosure proceedings after the default has been timely cured. If the default shall be timely cured and the Ground Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Ground Lease shall continue in full force and effect as if Tenant had not defaulted under this Ground Lease.

15.7 Purchaser at Foreclosure. If the Ground Leasehold Mortgagee is complying with Section 15.6, upon the acquisition of the entirety of Tenant’s interest in this Ground Lease by such Ground Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge or extinguishment of any lien, charge or encumbrance against Tenant’s interest in this Ground Lease which is junior in priority to the lien of the Ground Leasehold Mortgage held by such Ground Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Ground Lease), this Ground Lease shall continue in full force and effect as if Tenant had not defaulted under this Ground Lease. Any such purchaser, including the Ground Leasehold Mortgagee or the transferee under any instrument of assignment or transfer in lieu of the foreclosure of the Ground Leasehold Mortgage, shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the date of such purchase and assignment.

15.8 Ground Leasehold Mortgagee’s Right to Sell. If such Ground Leasehold Mortgagee acquires title to Tenant’s interest in this Ground Lease pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings, such Ground Leasehold Mortgagee, upon acquiring Tenant’s interest in this Ground Lease, may sell and assign the combined entirety of Tenant’s interest in this Ground Lease only on such terms and to such persons and organizations as are reasonably acceptable to Landlord. If such Ground Leasehold

Internal
34 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE Mortgagee’s proposed transferee is acceptable to Landlord, in the exercise of Landlord’s commercially reasonable discretion, then from and after the date of such sale and assignment the Ground Leasehold Mortgagee shall be relieved of all obligations under this Ground Lease as if such transferee has delivered to Landlord its written agreement to be bound by all of the provisions of this Ground Lease.

15.9 Holder Not Obligated to Construct Improvements. The holder of any Ground Leasehold Mortgage authorized by this Ground Lease shall not be obligated by the provisions of this Ground Lease to construct or complete the Improvements or to guarantee such construction or completion. Nothing in this Ground Lease shall be deemed to or be construed to permit or authorize any such Ground Leasehold Mortgagee to devote the Facility or the Premises to any uses or to construct any improvements thereon or therein other than those uses and improvements provided for and authorized by this Ground Lease.

15.10 Right of Landlord to Cure Ground Leasehold Mortgage Default. If a Ground Leasehold Mortgage default or breach by Tenant occurs prior to completion of the Improvements, and the Ground Leasehold Mortgagee has not exercised its option to cure the default, Landlord may cure the default following prior notice thereof to Tenant. In such event, Tenant shall be liable for, and Landlord shall be entitled to reimbursement from Tenant of, all costs and expenses incurred by Landlord associated with and attributable to the curing of the Ground Leasehold Mortgage default or breach. Landlord shall also be entitled to record a lien against Tenant’s interest in this Ground Lease to the extent of such incurred costs and disbursements. Any such lien shall be subject and subordinate to all prior Ground Leasehold Mortgages and encumbrances.

ARTICLE 16.

MISCELLANEOUS

16.1 Holding Over. If Tenant shall hold over in the Facility or on the Premises after the expiration of the Term hereof with the consent of Landlord, such holding over shall be construed to be only a tenancy from month to month, subject to all the covenants, conditions and obligations contained in this Ground Lease. Tenant hereby agrees to pay to Landlord as monthly rental 1/12th of the amount which is 125% of the highest amount of total Annual Rent paid by Tenant to Landlord during the Term.

16.2 Attorneys’ Fees. In the event that any action is brought by either party hereto against the other for the enforcement or declaration of any right or remedy in or under this Ground Lease or for the breach of any covenant or condition of this Ground Lease, the prevailing party shall be entitled to recover, and the other party agrees to pay, all fees and costs to be fixed by the court therein including, but not limited to, attorneys’ fees.

16.3 Quiet Possession. Landlord agrees that so long as Tenant is not in default under this Ground Lease and is paying the Rent and performing all of the covenants and conditions of this Ground Lease, Tenant shall quietly have, hold and enjoy the Premises throughout the Term hereof without interruption or disturbance from Landlord or any other persons claiming by, through or under Landlord.

16.4 Force Majeure. Except as to the payment of Rent, subject to the limitations set forth below, performance by either party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Ground Lease shall be extended, where delays are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires;

Internal
35 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority; unusually severe weather; lack of reasonable availability of labor or materials; acts or omissions of the other party; or acts or failures to act of the City or any other public or governmental agency or entity (other than the acts or failures to act of Landlord which shall not excuse performance by Landlord). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within 30 days of the commencement of the cause. Times of performance under this Ground Lease may also be extended in writing by the mutual agreement of Landlord and Tenant. Tenant expressly agrees that adverse changes in economic conditions, either of Tenant specifically or the economy generally, changes in market conditions or demand, and/or Tenant’s inability to obtain financing or other lack of funding, or to complete the Improvements shall not constitute grounds of force majeure delay pursuant to this Section 16.4. Tenant expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Commencement Date.

If, at any time during the Term, fifty percent (50%) or more of the indoor dining room portion of the Premises cannot be utilized as a seated indoor dining restaurant for more than three (3) days as a result of any local, state, or federal order, regulation, law, directive or other mandate (each a “Government Order”), then Base Rent payable thereafter shall abate commencing as of the date on which such Government Order takes effect, and expiring on the date on which such Government Order is lifted. In the event that the Government Order has not ceased within 180 days from the first date on which the Government Order takes effect, Tenant shall have the right to elect to terminate this Lease at any time thereafter upon written notice to Landlord at any time after the expiration of such 180 day period, and both parties shall be relieved of all further obligations hereunder except for those obligations which expressly survive any termination hereof.

16.5 Notices. Any notice to be given or other document to be delivered by either party to the other hereunder shall be in writing and shall be deemed to have been duly given and received (i) upon personal delivery, (ii) as of the third business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth below, or (iii) the immediately succeeding business day after deposit with Federal Express or other equivalent overnight delivery system, addressed to the party for whom intended, as indicated in the Basic Lease Information. Any party hereto may from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified.

16.6 Waiver. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Ground Lease shall be construed to be a waiver of any succeeding breach of the same or other terms, covenants, agreements, restrictions and conditions hereof.

16.7 Surrender. Upon the expiration or sooner termination of the Term of this Ground Lease, and notwithstanding anything herein contained to the contrary, Tenant shall surrender to Landlord the Facility, the Premises and any improvements thereon, broom clean and in good condition and repair, reasonable wear and tear excepted.

16.8 Binding. Subject to the restrictions set forth herein regarding assignment of , Tenant’s interest in this Ground Lease, each of the terms, covenants and conditions of this Ground Lease shall extend to and be binding on and shall inure to the benefit of not only

Internal
36 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE Landlord and Tenant, but to each of their respective heirs, administrators, executors, successors and assigns. Whenever in this Ground Lease reference is made to either Landlord or Tenant, the reference shall be deemed to include, wherever applicable, the heirs, administrators, executors, successors and assigns of such parties, the same as if in every case expressed.

16.9 Landlord’s Right to Enter Premises and Facility. Landlord and its authorized representatives shall have the right to enter the Premises and Facility at all reasonable times, after giving Tenant 24 hours prior written notice (except in emergency in which case no notice shall be required), for any purpose, including: to determine whether the Premises, the Facility, or any other improvements on the Premises is in good condition and whether Tenant is complying with its obligations under this Ground Lease; to do any necessary maintenance and to make any restoration to the Facility or any other improvements upon the Premises that Landlord has the right or obligation to perform; to serve, post or keep posted any notices required or allowed under the provisions of this Ground Lease; and to do any act or thing necessary for the safety or preservation of the Facility and the Premises if any excavation or other construction is undertaken or is about to be undertaken on any adjacent property or nearby street.

A. Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of Landlord’s entry on the Premises and Facility as provided in this Section other than any property damage, bodily injury, or death caused by the sole active negligence or willful misconduct of Landlord, its agents, employees or contractors.

B. Tenant shall not be entitled to an abatement or reduction of Rent if Landlord exercises any rights reserved in this section but only if Landlord’s exercise of such rights does not prevent Tenant from operating its business in the Premises in the ordinary course.

16.10 Disclaimer of Partnership. The relationship of the parties hereto is that of Landlord and Tenant, and it is expressly understood and agreed that Landlord does not in any way nor for any purpose become a partner of Tenant or a joint venturer with Tenant in the Improvements or in the conduct of Tenant’s business or otherwise.

16.11 Memorandum. Landlord and Tenant shall execute a Memorandum of this Ground Lease or any amendment or modification thereof for recordation in the official records of the County of Alameda, California, in substantially the form attached hereto as Exhibit D.

16.12 Quitclaim. At the expiration or earlier termination of the Term, Tenant shall execute, acknowledge and deliver to Landlord within 15 days after Landlord’s written demand to Tenant, any quitclaim deed or other document reasonably required by Landlord or any reputable title company to remove the cloud of this Ground Lease from the Premises and confirm Landlord’s title to the Facility.

16.13 Interpretation . The titles to the sections of this Ground Lease are not a part of this Ground Lease and shall have no effect upon the construction or interpretation of any part of this Ground Lease. As used in this Agreement, 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 Agreement shall be interpreted as though prepared jointly by both parties.

Internal
37 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE

16.14 Severability. If any term, provision, condition or covenant of this Ground Lease or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Ground Lease, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by Law.

16.15 Computation of Time . The time in which any act is to be done under this Ground Lease is computed by excluding the first day, and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term “holiday” shall mean all holidays as specified in Sections 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.

16.16 Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Ground Lease, and in signing this Ground Lease, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Ground Lease, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Ground Lease; and, they have freely signed this Ground Lease without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Ground Lease, and without duress or coercion, whether economic or otherwise.

16.17 Time of Essence . Time is expressly made of the essence with respect to the performance by Landlord and Tenant of each and every obligation and condition of this Ground Lease.

16.18 Nonliability of Landlord’s Officials and Employees. No member, official or employee of Landlord shall be personally liable to Tenant, or any successor in interest, in the event of any default or breach by Landlord or for any amount which may become due to Tenant or its successors, or on any obligations under the terms of this Ground Lease.

Tenant hereby waives and releases any claim it may have against the members, officials or employees of Landlord with respect to any default or breach by Landlord or for any amount which may become due to Tenant or its successors, or on any obligations under the terms of this Ground Lease.

16.19 Assignment by Landlord. Landlord may assign or transfer any of its interests hereunder at any time without Tenant’s consent, provided any such assignee shall assume in writing all of Landlord’s obligations under this Lease, and shall provide written notice to Tenant of any such assignment, and the notice and payment addresses of such assignee.

16.20 Applicable Law. The laws of the State of California, including all statutes of limitations but without regard to conflict of laws principles, shall govern the interpretation and enforcement of this Ground Lease.

16.21 Agent for Service of Process. Tenant expressly agrees and understands that if it is not a resident of this State, or is an association or partnership without a member or partner resident of this State, or is a foreign corporation or company, then Tenant shall file with Landlord a designation of a natural person residing in the County of Alameda, State of California, giving his or her name, residence, and business address as Tenant's agent

Internal
38 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE for the purpose of service of process in any court action between Tenant and Landlord arising out of or based upon this Ground Lease, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon such Tenant. Tenant further expressly agrees, covenants and stipulates that if for any reason service of such process upon such agent is not possible, or Tenant fails to maintain such an agent, then in such event Tenant may be personally served with such process out of the State of California, and that such service shall constitute valid service upon such Tenant; and it is further expressly agreed that Tenant is amenable to the process so served, submits to the jurisdiction of the court so acquired, and waives any and all objection and protest thereto.

16.22 Covenants and Conditions. Each obligation of
the parties hereunder,
including, without limitation, Tenant’s obligation for the payment of Rent, shall be construed to be both a covenant and a condition of this Ground Lease.

16.23 Integration. This Ground Lease, together with all exhibits and attachments hereto, constitute the entire agreement between the parties and there are no conditions, representations or agreements regarding the matters covered by this Ground Lease which are not expressed herein.

16.24 Estoppel Certificates.

From time to time, Tenant shall execute and
deliver to Landlord within 20 days of request a certificate certifying (i) that this Ground Lease is unmodified and in full force and effect or, if there has been any modification, that this Ground Lease is in full force and effect as modified, and stating the date 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 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. In the event that Tenant requests Landlord to execute a certificate pursuant to this 16.25, then Tenant shall pay Landlord’s reasonable attorneys’ fees and consultant costs incurred in connection with each such request in an amount not to exceed $1,500, which amount shall be increased by annual CPI adjustments.

16.25 Amendments to this Ground Lease. Landlord and Tenant agree to mutually consider reasonable requests for amendments to this Ground Lease that may be made by either of them, lending institutions or bond counsel or financial consultants to Landlord or Tenant, provided such requests are consistent with this Ground Lease and would not materially alter the basic business terms included herein. Tenant shall pay Landlord’s reasonable attorneys’ fees and third-party costs incurred in connection with any amendment requested by or on behalf of Tenant. No amendment shall be effective unless in writing and signed by the parties hereto. Amendments are subject to approval by the City Council in its sole discretion.

16.26 Brokerage Commissions. Landlord and Tenant
each represents that it
has not been represented by any broker in connection with this Ground Lease, and that no real estate broker’s commission, finder’s fee or other compensation (individually and collectively,

Internal
39 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE “Brokerage Commission”) is due or payable. Landlord and Tenant each agrees to indemnify and hold the other harmless from any claims or liability, including reasonable attorneys’ fees, in connection with a claim by any person for a Brokerage Commission based upon any statement, representation or agreement of the other party.

16.27 City Non-Discrimination Ordinance. 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 Ground 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.

16.28 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, if applicable.

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.

16.29 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 committee or commission member of Landlord, who has directly or indirectly influenced the making of this Ground Ground 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,

Internal
40 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE commissions or committees, if it is reasonable 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 use 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.

16.30 Nuclear Free Berkeley. Tenant agrees to comply with B.M.C. Chapter

12.90, the Nuclear Free Berkeley Act, as amended from time to time.

16.31 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.

16.32 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 Ground 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 Ground Lease) for the express purpose of assisting in business operations or trading with any public or private entity located in any Oppressive State.

Internal
41 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE B. For purposes of this Ground 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 Section shall constitute a default of this Ground Lease and Landlord may terminate this Ground Lease pursuant to Article 14. In the event that Landlord terminates this Ground Lease due to a default under this provision, Landlord may deem Tenant a non-responsible bidder for five years from the date this Ground Lease is terminated.

16.33 Berkeley Living Wage Ordinance (LWO).

A. Tenant agrees to comply with Berkeley Municipal Code Chapter 13.27, the Berkeley Living Wage Ordinance. If Tenant employs six 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 Ground 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 (“LWO”). 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 Section shall be made available upon the Landlord’s request. The failure to produce these records upon demand shall be considered a default, subject to the provisions contained in Article 14 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 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 the LWO and this Ground Lease, the Landlord shall have the rights and remedies described in this Section, in addition to any rights and remedies provided by law or equity.

E. Tenant’s failure to comply with this Section shall constitute a default of the Ground Lease, upon which City may terminate this Ground Lease pursuant to Article 14.

F. 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 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 Tenant’s breach.

Internal
42 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE

16.34 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 or becomes 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 Ground 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 Article 14.

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 Ground Lease, upon which City may terminate this Ground Lease pursuant to Article 14.

D. 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.

16.35 Berkeley Marina Zone Worker Retention Ordinance. As a “Marina Zone Business” (as defined in the Berkeley Marina Zone Worker Retention Ordinance, B.M.C.

Chapter 13.25 “Marina Zone Ordinance”), Tenant shall comply with such Ordinance. Without limiting the foregoing, during the Ground Lease Term, Tenant shall cause any “New Operator” (as defined in the Marina Zone Ordinance) to comply with such Ordinance.

16.36 Pests and Pesticide Management. All use of pesticides on or about the Premises shall be in compliance with the City of Berkeley’s Pest/Pesticide Management Policy.

16.37 Berkeley Sanctuary City Ordinance.

Tenant hereby agrees to comply with the provisions of the Sanctuary City Contracting Ordinance, B.M.C. Chapter 13.105. In accordance with this Chapter, Tenant 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: (1)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; (2) the aggregation of data that was collected for another purpose from that for which it is ultimately used.

Internal
43 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE B. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services. Extreme Vetting does not include: (1) The City’s computer- network health and performance tools; (2) 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.

16.38 Labor Peace Ordinance. Tenant hereby agrees to comply with the provisions of the Labor Peace Policy Ordinance, B.M.C. Chapter 2.102. In accordance with this Chapter, Tenant agrees that any future Lease, and any potential sublease agreements, shall include provisions that a hospitality operation at the 199 Seawall Drive property shall be required to provide evidence satisfactory to the City that it is party to a labor peace agreement that protects the City’s proprietary interest in the property.

16.39 Employment Opportunities for Former Staff. Tenant agrees to provide employees of the former Hs. Lordships restaurant located at 199 Seawall Drive employed at the time of the restaurant’s closure an opportunity to apply for positions in new business operations conducted on the property.

16.40 Audit. In addition to any other Landlord audit right herein, the City Auditor’s Office, or its designee, may conduct an audit of Tenant’s financial and compliance records maintained in connection with the operations and services performed under this Ground Lease, and with the payments made under this Ground Lease. In the event of such audit, Tenant agrees to make all such financial 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.

16.41 City Business License, 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 due. Tenant certifies under penalty of perjury that the taxpayer identification number written below is correct.

16.42 Survival. The provisions of Sections 4.3 (Real Property Taxes), 4.4 Assessments, 5.5 (General Standards of Maintenance), 5.7 (Governmental Requirements), 6.2 (Hazardous Materials), 7.2 (Alterations on Premises), 7.5 (Liens and Stop Notices), 10.2 (Indemnity), 16.7 (Surrender) and any other obligation of Tenant that, by its terms or nature, is to be performed after or is to survive expiration or termination of this Ground Lease, shall survive such expiration or termination.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Ground Lease to be executed on their behalf by their respective officers thereunto duly authorized as of the dates set forth below.
[Signature Page Follows]

Internal
44 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE TENANT:

By:

Date:

LANDLORD:

CITY OF BERKELEY, a public body corporate
and politic
By:

City Manager
Date:

Approved as to form:
______________________
Farimah Brown, City Attorney
Registered by:
____________________
____________, City Auditor
Attest:
__________________
____________, City Clerk

TENANT INFORMATION
Tax Identification No.

Incorporated:

Certified Woman Business Enterprise:

Certified Minority Business Enterprise:

Certified Disadvantaged Business Enterprise:

City Business License No. ___________, or
Exempt pursuant to B.M.C. Section ____

Internal
Exhibit A

EXHIBIT A

SITE MAP AND PREMISES DESCRIPTION
Leased “Premises” include the approximately 1.543 acre parcel of land commonly known and referred to as 199 Seawall Drive on the Berkeley Marina, Berkeley, California (being a portion of APN 60-2545-1), shown below. Leased Premises include the approximately 25,000 square feet free-standing building located on the Premises shown above, as well as support pilings, rip-rap, landscaping and pathways.

Non-Exclusive Use Areas outside the leased Premises include the Seawall Parking Lot, Bay Trail, and Seawall Drive section below. This Lease grants Tenant exclusive use of 150 parking spaces in the Seawall Lot in exchange for construction of improvements and maintenance of the non- exclusive use areas shown here. Specific location of exclusive use parking spaces may be adjusted throughout the lease term with mutual agreement of Tenant and Landlord.

Both parties agree that Tenant may place a post and cables for potential exoskeleton structure in the parking lot (non-exclusive area) contingent upon Landlord approval of location and design.

Tenant agrees to provide Landlord access to the Leased Premises for City work and public access to the shoreline, trails and turnaround areas, as noted in Section 5.7 and 5.8 of the Lease.

Internal
Exhibit A: Site Map
2 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE

Internal
Exhibit B

EXHIBIT B

IMPROVEMENTS TO THE LEASED PREMISES

1. General
The Improvements to the Leased Premises will be carried out in the following four consecutive phases: (1) Conceptual Design/Environmental Review; (2) Permitting and Final Design; (3) Construction; and (4) Maintenance. Conceptual Design/Environmental Review will be complete and Permitting/Final Design may be in progress prior to lease execution. The Tenant has secured all necessary funding and resources needed to successfully complete all phases of the Project with sufficient construction quality and workmanship to be accepted by the City.

2. Project Scope
The On Premises Improvements shall provide a comprehensive building renovation to 199 Seawall, including:
 Necessary Building Improvements:

These improvements are required to repair the existing building, structure and systems, consistent with current code requirements:
o Piling and riprap repairs beneath and surrounding the building. o Structural repairs to compromised beams and other structural elements. o Upgrades to electrical, HVAC, plumbing, and communication systems. o ADA-compliant access and restroom improvements.
 Tenant-Specific Exterior Improvements:

An architectural exoskeleton may be added to the building's exterior. There may be a tall post and cables to support the structure located outside the leased premises.

Tenant will make landscaping and pathway improvements within the leased premises, maintaining public access and connection to the existing pathways along the 199 Seawall peninsula.
 Tenant-Specific Interior Improvements:

Tenant shall install furniture, fixtures, and equipment (FF&E), paint, trim, flooring, wall coverings, and lighting elements, tailored to the tenant’s restaurant/cafe concepts.

3. Landlord Approval and Permitting Requirements
Final design of On-Premises Improvements is subject to Landlord review and approval, California Environmental Quality Act (CEQA)-compliant review and certification, and regulatory approvals; see Table 1 for permitting requirements. Tenant may modify improvement plans in response to feedback through this permitting phase, and provide updated plans for Landlord review and approval.

Internal
Exhibit B
Table 1: Permitting Requirements
Leased Premises - Design, CEQA and Permitting Phase
Table below reflects the typical, at the minimum, approvals prior to construction. Tenant is responsible for additional permits and other approvals not listed below.

Regulatory Approval Tenant’s
Responsibility
Landlord (PRW)’s
Responsibility Approving Body Approval Needed
Prior to Construction Cost
Design & Engineering To Perform To Review and
Approve
PRW PRW Borne by the Tenant
Alameda Countywide Clean Water
Program
To Complete
Technical
Checklist and all
needed info
To Review and
facilitate permit
submittal process
Building
Permit/Public
Works
C3 Checklist Borne by the Tenant
Construction Erosion Control Plan To Perform To Review and facilitate permit
submittal process
PRW/Building
Permit/Public
Works
Building Permit Borne by the Tenant
Pedestrian and Vehicular Traffic Handling
Plan
To Perform To Review and
Approve
PRW PRW Borne by the Tenant
Construction Staging Area Plan with
BMPs
To Perform To Review and
Approve
PRW PRW Borne by the Tenant
Tree Pruning or Removal Permit
(https://berkeleyca.gov/sites/default/files
/documents/Tree-Pruning-Removal-
Permit_1.pdf)
To Complete Tree
Removal Form
To Review and
Approve
PRW Tree Removal Permit Borne by the Tenant

Internal
Exhibit B
Regulatory Approval Tenant’s
Responsibility
Landlord (PRW)’s
Responsibility Approving Body Approval Needed
Prior to Construction Cost
CEQA1 To Complete
Analysis and
Documentation
To Review, Approve,
and otherwise
conduct CEQA
process as lead
agency
City City Council, if Initial
Study/Mitigated
Declaration, or
Environmental
Impact Report
Borne by the Tenant
BCDC Permit To Complete
Permit Application
and provide all
needed
information
To Review, and
facilitate permit
submittal
BCDC Major,
administrative,
regionwide, or
abbreviated
regionwide permit
Borne by the Tenant
Army Corps of Engineers Permit To Complete
Permit Application
and provide all
needed
information
To Review Army Corps of
Engineers
Nationwide Permit,
or others
Borne by the Tenant
Regional Water Quality Board To Complete
Permit Application
and provide all
needed
information
To Review, and
facilitate permit
submittal process
Regional Water
Quality Board
401 Water Quality
Certification or
others
Borne by the Tenant
CA Fish and Wildlife Permit To Complete
Permit Application
and provide all
needed
information
To Review and
facilitate permit
submittal process
CA Fish and
Wildlife
TBD Borne by the Tenant
City of Berkeley Zoning and Design
Review
To Complete
Permit Application
and provide all
To Review and
facilitate permit
submittal process
Planning
Commission,
Zoning
Adjustments
Use permit
amendment
Borne by the Tenant
1 Note: CEQA review expected to be complete prior to lease execution. If any subsequent changes occur that require additional environmental review, CEQA will need to be updated.

Internal
Exhibit B
Regulatory Approval Tenant’s
Responsibility
Landlord (PRW)’s
Responsibility Approving Body Approval Needed
Prior to Construction Cost
needed
information
Board, Design
Review
Committee
City of Berkeley Building Permit To Complete
Permit Application
and provide all
needed
information
To Review Planning &
Development
Department
Building Permit Borne by the Tenant

Internal
Exhibit B
Leased Premises - Construction Phase
Scope Tenant’s
Responsibility
Landlord (PRW)’s
Responsibility Approval Body
Approval Needed
Prior to Notice of
Project Completion
Cost
Construction To Perform To inspect and issue
corrective action
Building Permit
Department and
PRW
Obtain Substantial
Construction
Completion, Address
Punchlist Items
Borne by the Tenant
Construction Management & Inspection To provide
qualified
construction
manager and
inspector
To inspect and issue
corrective action
PRW Qualified
construction
manager to issue
project completion
document to PRW
Borne by the Tenant
City of Berkeley Building Permit
Inspection & Certificate of Occupancy
To coordinate
with Building
Department
To receive Certificate
of Occupancy from
Tenant
Building Permit
Department
Building Permit Close
Out Document
Borne by the Tenant
Regulatory Permits, including but not
limited to BCDC, CA Fish and Wildlife,
Army Corps of Engineers
To perform all
work in the
approved permits,
and coordination
with regulatory
agencies
To inspect and issue
corrective action
Regulatory
Agencies
Regulatory Permit
Close Out Documents
Borne by the Tenant

Internal
Exhibit B

4. Funding
The Improvements will be fully funded by the Tenant at no cost to the City.

5. Conceptual Design / Environmental Review
Environmental review will be complete prior to lease execution. If there are any changes to the project or surrounding circumstances that require additional environmental review, Tenant shall notify Landlord and pay the cost for review of additional environmental impacts under CEQA.

Tenant shall conduct any required environmental studies in accordance with CEQA, and Landlord shall review, evaluate, and if necessary certify. As required by CEQA, the Project shall implement all feasible mitigation measures. Tenant may modify the project, subject to Landlord review and approval, to mitigate any identified environmental impacts to the extent required by CEQA. If Tenant is unable to modify the project to mitigate identified environmental impacts to the extent required by CEQA, the Lease will terminate, subject to Section 2.2 of the Lease.

6. Design Phase Approval Process
Applicant shall provide stamped submittals of the 199 Seawall Project at the 30%, 65%, 90%, and 100% design level to the City’s Director of Parks, Recreation, and Waterfront Department (“the Director”) at each submittal stage for review and approval. Applicant shall conduct project progress meetings with the Director after each submittal upon the Director’s request.

At any stage of design, if Landlord determines that additional environmental review is required due to a change in project conditions, Tenant will conduct such review according to Section B.1.4. of the Lease.

7. Design Standards
Final Design shall meet all applicable and latest building codes, stormwater quality requirements, City polices and standards, and any other applicable standards.

8. Construction
Tenant shall procure construction contractors at its sole discretion. Tenant shall provide all construction administration and management for the project. Tenant shall provide a qualified project manager to act on the behalf of the Tenant in project coordination and decision making with the City. Any changes to design and/or construction must be approved by the City and require Tenant to secure all necessary regulatory approvals and comply with CEQA.

9. Public Convenience, Safety, and Environmental Protection All areas outside the leased premises shall remain accessible to the public during construction to the extent feasible. Tenant shall erect and properly maintain at all times all necessary safeguards for the protection of workers and the public, as required in Section 7.4 of the Lease.

10. Changes in Construction
Any changes to construction of the approved 199 Seawall Project that deviate from the prior- approved plans and specifications shall require the prior written approval of the City. The City is

Internal
Exhibit B
under no obligation to pay for any changes to construction or unforeseen circumstances that affect construction.

11. Acceptance of Construction
Upon completion of construction, Tenant shall submit in writing to the Director to request a “Final” Walkthrough. Acceptance of construction will be issued upon satisfaction of the project by the Director.

12. Course of Construction
Tenant shall purchase at all times during construction maintain, or cause its general contractor to purchase and maintain, All-Risk Course of Construction insurance including damage to property owned by City, Tenant, or third parties caused by fire. Such insurance shall be in the amount of 100 percent of the completed value of the work to be performed under this Exhibit B.

Deductible shall not exceed $25,000.

Internal
Exhibit C

EXHIBIT C

OFF-SITE IMPROVEMENTS

1. Amounts and Eligible Expenses:

As described in the Lease (Basic Lease Information, 14. Off-Site Improvements), Tenant agrees to complete off-site improvements valued at $17M towards construction and maintenance of off- site improvements, in lieu of $16M in payment for 150 exclusive use parking spaces during the Initial Term and a $1M capital contribution.
a. Eligible expenses towards that $17M include:
i. Initial construction of off-site improvements.

Element 30% Design Cost
Estimate
Parking Lot $8,624,555
Bay Trail on Seawall Drive $1,612,262
Seawall Drive (From 199 Seawall
Drive Terminus to University Avenue)
$1,840,957
Subtotal $12,077,774*
*Cost estimate will continue to be refined as the project moves through Design.

Actual scope may change at Landlord’s discretion, depending on needs and whether Landlord secures alternative funding sources for these scope elements. ii. Annual maintenance to replenish rock in geogrid parking stalls. Estimated to cost $1,335,726 over 45 years, starting at $15,000 and escalating 3% per year.
iii. Microsurfacing of asphalt in Year 10, Year 20, and Year 40. Estimated to cost $384,222 in total.
iv. Replacement of asphalt in Year 30, or as needed and approved by City.

Estimated to cost $7,566,534 in total.
v. At Landlord’s sole discretion and with Tenant agreement in advance and in writing, Tenant’s completion of other off-site Waterfront improvements may be considered eligible expenses. Landlord will provide cost estimate of improvements to Tenant in advance, and if Tenant concurs with estimate, this estimate will be used to determine eligible credit amount. If any of the initial construction elements described in 1.a.i. above are swapped for other off-site Waterfront improvements, these Waterfront improvements will be completed within the same timeframe as the

Internal
Exhibit C
improvements described above, pending all necessary regulatory and permitting requirements.
vi. Landlord estimates for these expenses shall be the credit that Tenant receives towards the $17M. However, if Tenant provides evidence that the actual costs exceed estimated costs, Landlord at its discretion will apply additional costs as eligible expenses.
b. If actual eligible costs exceed $17M, and the City agrees in writing with cost and scope, the parties may negotiate cost share.
c. If 10-year option periods are exercised, parking lot maintenance in lieu of rent may continue in the same way, (see costs below).
i. Option 1 (Years 46-55): $7.5M parking lot rent 2
ii. Option 2 (Years 56-65): $10M parking lot rent 3

2. General
Off-Site Improvements will be carried out in the following four consecutive phases: (1) Conceptual Design/Environmental Review; (2) Permitting and Final Design; (3) Construction; and (4) Maintenance. The first two phases are being completed by the Landlord. The Tenant shall complete Construction and Maintenance. The Tenant shall secure all necessary funding and resources needed to successfully complete the Project with sufficient construction quality and workmanship to be accepted by the City.

3. Project Scope
In exchange for 150 exclusive use parking spaces in the 199 Seawall Parking Lot, the Tenant agrees to complete and maintain throughout the Lease term the following Off-Site Improvements, located on City property outside the Leased Premises:
 199 Seawall Drive Parking Lot: Renovate the parking lot, including parking areas along the adjacent portions of Seawall Drive, with new pavement, surfacing, striping, lighting, and stormwater treatment; as well as any electric vehicle supply equipment and electrical connections at designated parking stalls, as required by code.  Bay Trail improvements: Construct a portion of the planned Bay Trail Extension, from the south end of Seawall Drive to the area across from the northwest end of the 199 Seawall 2 When escalated 3%/year, the amount of the original $172,800/year rent for 150 exclusive use parking spaces will be $652,011 by Year 46. Over 10 years at continued 3% escalation, the total parking lot rent would be $7.5M.
3 By Year 56, the amount of the original $172,800/year parking lot rent will be $876,249. Over 10 years at continued 3% escalation, total parking lot rent would be $10M.

Internal
Exhibit C
Drive Parking Lot.
 Seawall Drive improvements: Implement improvements to Seawall Drive, including re- alignment, repaving, and restriping of the road from the southern terminus to northwest end of the 199 Seawall Drive Parking Lot.

Tenant agrees to construct these improvements according to City design and specifications.

The improvements are currently at 30% design, as shown in Exhibit C.1., 30% Design Plan.

Note that figures in Exhibit C.1. are preliminary design, and exclude additional features (e.g. striping and materials for Bay Trail; electrical vehicle charging stalls and requirements; tree removals required for construction; etc.) that will be included in later phases of design.

Any off-site improvements performed by the Tenant must be conducted in accordance with the City final design and in full compliance with Judicial Streamlining requirements as described in Section 7.2.A. of the Lease.

Other Waterfront improvements may be included in this project scope, for example, if City secures other funding sources for the improvements listed above. Such a change may be made with mutual agreement in writing by Landlord and Tenant as noted in this 1.a.v., and in accordance with Section 7 of the Lease.

4. Funding
The Improvements will be fully funded by the Tenant at no cost to Landlord.

5. Conceptual Design, Environmental Review and Final Design Design and environmental permitting for these improvements are underway as part of the Landlord’s separate Pier Ferry project. The improvements are currently at 30% design, as shown in Exhibit C.1. Landlord will provide Tenant with Final Design Documents for the off-site improvements listed above, after environmental review and permitting has been completed for those improvements. The Final Design Documents will incorporate all feedback from the permitting process, and be construction-ready.

6. Construction
Tenant shall procure construction contractors at its sole discretion. Tenant shall provide all construction administration for the project. Tenant shall provide a qualified project manager to act on the behalf of the tenant in project coordination and decision making with the City.

Landlord shall provide professional construction management services to represent the City for all aspects of construction at Landlord’s sole cost. Landlord’s Construction Manager shall have the enforcement authority to ensure that construction conforms with the approved plans and specifications for the project, and shall be given full access to the site and all construction activities, project meetings, and project documents.

Internal
Exhibit C
No more than 60 days after Landlord’s delivery to the Tenant of Final Design Documents for the Off-Site Improvements, the Tenant shall:
a. Conduct Project Kickoff Meeting with Landlord and Tenant’s construction team b. Provide for Landlord approval the following submittals: construction sequence and duration schedule, traffic control and pedestrian handling plans, erosion control/stormwater quality control plans, and all construction materials and shop drawing cutsheets.

Upon Landlord approval of submittals, Tenant will provide all required documents listed in the Project Manual such as but not limited to bonds, insurance, and City standard forms.

Landlord will issue notice to proceed with construction. This document will include the number of working days to reach substantial completion.

Time extension request: Upon unforeseen circumstances, such as unforeseen ground conditions and utility conflicts, the Tenant shall request a time extension from Landlord.

Failure to request time extension: Tenant may be subject to additional construction management and inspection fees, and liquidated damages as stipulated in the Project Manual.

Failure to complete improvements in a timely manner, consistent with the Landlord’s notice to proceed and any approved time extension requests, shall be addressed per Section 7.2.C. of the lease.

7. Public Convenience, Safety, and Environmental Protection Tenant shall maximize public access to the shoreline during construction to the extent feasible.

City standard provisions related to public convenience, safety and environmental protection will be included in the Final Design Documents.

8. Changes in Construction
Any changes to construction of the approved 199 Seawall Project that deviate from the prior- approved plans and specifications shall require the prior written approval of the City. The City is under no obligation to pay for any changes to construction or unforeseen circumstances that affect construction.

9. Acceptance of Construction
Upon completion of construction, Tenant shall ask Landlord in writing for a “punch-list” walk- through of the project. After the walk-through, Landlord shall provide a “punch-list” to Tenant within 5 working days. Tenant shall address the punch list within 10 working days, though items need not be completed within that 10-day period.

Upon completion of the punch list items, Tenant shall submit in writing to Landlord a request a “Final” walk-through. Acceptance of construction will be issued upon satisfaction of the project by Landlord.

Internal
Exhibit C

10. Maintenance
For the duration of the lease term, the Tenant is responsible for maintaining these improvements in good condition at no additional cost to the City, up to the amount described in the Lease: Basic Lease Information, 14. Off-Site Improvements. At the City’s discretion, this may include microsurfacing of asphalt every 10 years, replacement of asphalt at 30 years (or earlier as needed), annual maintenance to replenish rock in geogrid parking stalls, maintenance of bioretention areas, and ongoing striping and concrete repairs to keep the improvements in good condition, as additionally described in Section 5.5 of the Lease. Tenant will coordinate with the City before undertaking any maintenance and will not proceed without Landlord approval in writing at each occurrence.

11. Course of Construction
Tenant shall purchase at all times during construction maintain, or cause its general contractor to purchase and maintain, All-Risk Course of Construction insurance including damage to property owned by City, Tenant, or third parties caused by fire. Such insurance shall be in the amount of 100 percent of the completed value of the work to be performed under this Exhibit C. Deductible shall not exceed $25,000.

Internal
Exhibit C.1: 30% Design for Off-Site Improvements
Exhibit C1
Figure 1 - North side of Seawall Lot area improvements: shows areas of permeable paving, asphalt, and concrete

Internal
Exhibit C.1: 30% Design for Off-Site Improvements
Exhibit C1
Figure 2 - South side of Seawall Lot area improvements: shows areas of permeable paving, asphalt, and concrete

Internal
Exhibit C.1: 30% Design for Off-Site Improvements
Exhibit C1
Figure 3 - North side of Seawall Lot area improvements: shows grading, drainage and bioretention areas.

Internal
Exhibit C.1: 30% Design for Off-Site Improvements
Exhibit C1
Figure 4 - South side of Seawall Lot area improvements: shows grading, drainage and bioretention areas.

Internal
Exhibit C.1: 30% Design for Off-Site Improvements
Exhibit C1
Figure 5 - North side of Seawall Lot area improvements: shows parking lot layout and striping

Internal
Exhibit C.1: 30% Design for Off-Site Improvements
Exhibit C1
Figure 6 - South side of Seawall Lot area improvements: shows parking lot layout and striping

Internal
Exhibit C.1: 30% Design for Off-Site Improvements
Exhibit C1
Figure 7 - North side of Seawall Lot area improvements: shows landscape materials and lighting plan (note: plans do not yet show required electric vehicle charging, which will be included in later phase of design)*

Internal
Exhibit C.1: 30% Design for Off-Site Improvements
Exhibit C1
Figure 8 - South side of Seawall Lot area improvements: shows landscape materials and lighting plan (note: plans do not yet show required electric vehicle charging, which will be included in later phase of design)*

Internal
Exhibit D

EXHIBIT D

MEMORANDUM OF GROUND LEASE
Recording Requested By
And When Recorded Mail To:

City of Berkeley
2180 Milvia Street, 4th Floor
Berkeley, CA 94704
Attn: City Clerk
(Space Above This Line for Recorder's Use Only)
[Exempt from recording fee per Gov. Code § 27383]

MEMORANDUM OF GROUND LEASE
CITY OF BERKELEY, a public body corporate and politic, as Landlord, has ________ as Tenant, the real property described described in Exhibit A attached hereto and incorporated herein by this reference (the “Premises”).

1. Landlord and Tenant have now entered into that certain unrecorded Ground Lease dated as of _____________, 20__ (the “Ground Lease”), pursuant to which Landlord has leased the Premises to Tenant. The Ground Lease grants to Tenant the right to continue to use and occupy the Premises until ________________, ____. There are two (2) options to extend the term of the Ground Lease for ten years each (total 20 years). If Tenant properly exercises all options, the term of the Ground Lease could extend until ______________, ____.

Notice of the Ground Lease is provided by that certain ______________________ dated ____________________, 20__ and recorded in the Official Records of Alameda County as Instrument No. ____________ on _____________, 20__ (the “Ground Lease Memorandum”). The Ground Lease granted to Tenant the right to use and occupy the Premises until ___________________, 20__.

2. This Memorandum of Ground Lease supersedes and replaces the Prior Ground Lease Memorandum; and this Memorandum of Ground Lease shall provide record notice of the existence of the Ground Lease with respect to the Premises and of Tenant’s rights with respect thereto.
[Signature Page Follows]

Internal
Exhibit D
TENANT:

By:

Date:

LANDLORD:

CITY OF BERKELEY, a public body corporate
and politic
By:

City Manager
Date:

Internal
Internal
Exhibit D
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) SS.

COUNTY OF _________________________ )
On ________________________ before me, ____________________________________, Notary Public, personally appeared
________________________________________________________________, who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_________________________________________
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) SS.

COUNTY OF ___________________ )
On ________________________, 20__ before me,
______________________________________, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_______________________________________

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
January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Paul Buddenhagen, City Manager
Submitted by: Jordan Klein, Director, Planning and Development Department Subject: Contracts: On-Call Equitable Community Engagement Services

RECOMMENDATION
Adopt nine Resolutions authorizing the City Manager to approve contracts in response to the April 24, 2025 Request for Qualifications, Specification No. 25-11721-C, “On-Call Equitable Community Engagement Services with City of Berkeley,” with the following firms, in not-to-exceed amounts of $250,000 each, for total contract periods of five years:
 360 Total Concept Consulting
 Be the Change Consulting
 Community Planning Collaborative
 D & A Communications, Inc.
 Denaya Shorter Consulting
 The Ecology Center
 Equity First Consulting
 Moore Iacofano Goltsman, Incorporated (MIG)
 Plan to Place

FISCAL IMPACTS OF RECOMMENDATION
The selected consultants will form a list of on-call consultants to provide services to the City when needed, on a task-order basis for specific projects. These projects may be funded in a variety of ways, including state grants for community planning efforts, taxes such as Measure FF, other special funds, or one-time General Fund allocations for City Council priorities and strategic plan projects.

When a project requires outside community engagement services, City staff will forward a request for services to at least three of the on-call consultants under contract, including a project description and pertinent supporting information. The consultants will respond with a proposed scope of work estimating the time required for the various tasks, and their proposed cost for the specific project, based on the hourly rates previously submitted in response to the Request for Qualifications (RFQ). The City will review the proposals, select a consultant for the project, and negotiate a schedule and

Contracts: On-Call Equitable Community Engagement Services CONSENT CALENDAR January 27, 2026
not-to-exceed cost. A Notice to Proceed can then be issued with the full scope of work and cost identified.

Each contractor may be paid up to its specified not-to-exceed amount over a five-year period. Larger project amounts are reserved for contractors which can be called upon to provide a wider range of services (e.g., project specific public meeting services, direct payments to community focus group participants, technical support, or videography and web services).

Proposals have included anticipated cost adjustments during the contract term. Upon mutual agreement, contracts may be extended for two years. Contracts will be overseen by the Planning and Development Department, but consultants may be engaged to provide services for other City Departments as needed.

CURRENT SITUATION AND ITS EFFECTS
Effective and intentional community engagement is critically important for City plans and projects, particularly when working with community members who are most impacted or have been historically underserved. The City’s On-Call Equitable Community Engagement Services RFQ aims to create opportunities for staff to partner with a diverse group of consultants and community organizations to expand and deepen the City’s engagement efforts. This will help ensure that community members are included in decision-making, that the City understands community goals, and that shared priorities are reflected in future City work. Examples of recent projects which have retained outside engagement services include:
 the creation of a new Environmental Justice Element for the General Plan and update to the existing Safety Element of the General Plan, which includes funding from the State of California’s Office of Land Use and Climate Innovation;  the new Community Health Assessment and Implementation Plan, which utilized a Future of Public Health grant; and
 the Pilot Climate Equity Fund Program which was seeded by a General Fund budget referral.

For this RFQ, the City solicited written proposals from qualified firms, community-based organizations, nonprofit organizations and individuals to assist with equitably engaging the community, particularly those who are adversely impacted or historically disadvantaged, on various City efforts.

The RFQ was released on April 24, 2025 and closed on June 24, 2025. The City received 13 submittals, but one mistakenly submitted by a subcontractor was withdrawn. The remaining 12 submittals were reviewed by a panel of City staff from multiple departments.

Contracts: On-Call Equitable Community Engagement Services CONSENT CALENDAR January 27, 2026
Of the 12 proposals evaluated, 11 were selected to move forward to interviews and reference checks. Following panel interviews with City staff, nine consultants were selected as the most qualified to meet the requirements.

Establishing a bench of on-call community engagement consultants aligns with the City’s Strategic Plan Priorities, advancing its goal to be a customer-focused organization that provides excellent, timely, easily accessible service and information to the community.

BACKGROUND
Community outreach is a long-standing City obligation, particularly to communities who are most impacted or have been historically underserved in City plans and projects.

City Council highlighted the ongoing need to elevate staff efforts in the development of equitable community engagement when it adopted Resolution No. 69,501-N.S. to “Transform Community Safety and Initiate a Robust Community Engagement Process” on July 14, 2020, Resolution No. 71,582-N.S. recognizing the vision and goals of the Equity for Black Berkeley (E4BB) on November 19, 2024, and a referral on December 2, 2025 titled, “Notifying Residents of Upcoming Public Works Projects in their Neighborhoods.”

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
The work of the selected on-call contractors will help ensure that City projects and new infrastructure that impact local and regional climate resilience are reflective of the needs and values of Berkley communities. Utilizing local and regional contractors for community outreach also lowers vehicle miles traveled.

RATIONALE FOR RECOMMENDATION
The lengthy process for Request for Proposals, RFQs, and contracts can delay projects and make it more difficult for contractors to schedule their work. Having an on-call contract already in place provides City departments with the flexibility to engage consultants quickly, avoiding delays and helping to meet requirements set forth in many of the City’s local, state, and federal grants and statutory outreach requirements. These on-call contracts will expedite service delivery for the public and allow for more effective planning processes for staff.

Further, these outside services are needed due to the specialized nature of community outreach work, and the need to effectively serve members of the community who have been historically underserved. 360 Total Concept Consulting, Be the Change Consulting, Community Planning Collaborative, D & A Communications, Inc., Denaya Shorter Consulting, The Ecology Center, Equity First Consulting, Moore Iacofano

Contracts: On-Call Equitable Community Engagement Services CONSENT CALENDAR January 27, 2026
Goltsman Incorporated, and Plan to Place are highly qualified and have particular expertise in fulfilling the criteria stated in the RFQs.

ALTERNATIVE ACTIONS CONSIDERED
The City could continue to have individual departments contract separately for similar services, as has been done previously.

CONTACT PERSONS
Kellie Knox, Community Services Specialist III, Health Housing and Community Services (510) 981-5301
Amanda Montez, Senior Management Analyst, Public Works (510) 981-6317 Katie Van Dyke, Chief Resilience Officer, Planning and Development Department (510) 981-7403

Attachments:
1: Resolution to Contract with 360 Total Concept Consulting 2: Resolution to Contract with Be the Change Consulting 3: Resolution to Contract with Community Planning Collaborative 4: Resolution to Contract with D & A Communications, Inc. 5: Resolution to Contract with Denaya Shorter Consulting 6: Resolution to Contract with The Ecology Center
7: Resolution to Contract with Equity First Consulting
8: Resolution to Contract with Moore Iacofano Goltsman, Incorporated (MIG) 9: Resolution to Contract with Plan to Place

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

CONTRACT: 360 TOTAL CONCEPT CONSULTING FOR EQUITABLE COMMUNITY

ENGAGEMENT SERVICES
WHEREAS, when the City develops plans, projects, programs and/or policies it is critical to have active, effective, and intentional community engagement – particularly with community members who are most impacted and/or have been historically underserved; and
WHEREAS, the City has contracted with Community Engagement consultants on an ongoing basis for over 20 years to assist with equitably engaging the community, particularly adversely impacted and/or historically disadvantaged members of the community, on various City projects, programs, and/or policies; and WHEREAS, these outside services are needed due to limited staff resources, the need for additional staff training and the need to outreach to community members outside of regular City staffing hours; and
WHEREAS, the City of Berkeley released a Request for Qualifications (RFQ) (Specification No. 25-11721-C) on April 24, 2025, and closed on June 24, 2025; and WHEREAS, staff reviewed the proposals and determined that 360 Total Concept Consulting is well qualified to provide services that are needed and responsive to the City’s request; and
WHEREAS, no work will be authorized under the contract and no funds will be encumbered unless a department approves a Statement of Work and provides full funding; and
WHEREAS, funding will be identified and requested for appropriation, if needed, as projects arise.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is hereby authorized to approve a contract and any amendments with 360 Total Concept Consulting for Equitable Community Engagement Services for a total contract period of five years in the amount not to exceed $250,000.

BE IT FURTHER RESOLVED that a record signature copy of said contracts and any amendments will be on file in the City Clerk Department.

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

CONTRACT: BE THE CHANGE CONSULTING FOR EQUITABLE COMMUNITY

ENGAGEMENT SERVICES
WHEREAS, when the City develops plans, projects, programs and/or policies it is critical to have active, effective, and intentional community engagement – particularly with community members who are most impacted and/or have been historically underserved; and
WHEREAS, the City has contracted with Community Engagement consultants on an ongoing basis for over 20 years to assist with equitably engaging the community, particularly adversely impacted and/or historically disadvantaged members of the community, on various City projects, programs, and/or policies; and WHEREAS, these outside services are needed due to limited staff resources, the need for additional staff training and the need to outreach to community members outside of regular City staffing hours; and
WHEREAS, the City of Berkeley released a Request for Qualifications (RFQ) (Specification No. 25-11721-C) on April 24, 2025, and closed on June 24, 2025; and WHEREAS, staff reviewed the proposals and determined that Be the Change Consulting is well qualified to provide services that are needed and responsive to the City’s request; and
WHEREAS, no work will be authorized under the contract and no funds will be encumbered unless a department approves a Statement of Work and provides full funding; and
WHEREAS, funding will be identified and requested for appropriation, if needed, as projects arise.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is hereby authorized to approve a contract and any amendments with Be the Change Consulting for Equitable Community Engagement Services for a total contract period of five years in the amount not to exceed $250,000.

BE IT FURTHER RESOLVED that a record signature copy of said contracts and any amendments will be on file in the City Clerk Department.

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

CONTRACT: COMMUNITY PLANNING COLLABORATIVE FOR EQUITABLE

COMMUNITY ENGAGEMENT SERVICES
WHEREAS, when the City develops plans, projects, programs and/or policies it is critical to have active, effective, and intentional community engagement – particularly with community members who are most impacted and/or have been historically underserved; and
WHEREAS, the City has contracted with Community Engagement consultants on an ongoing basis for over 20 years to assist with equitably engaging the community, particularly adversely impacted and/or historically disadvantaged members of the community, on various City projects, programs, and/or policies; and WHEREAS, these outside services are needed due to limited staff resources, the need for additional staff training and the need to outreach to community members outside of regular City staffing hours; and
WHEREAS, the City of Berkeley released a Request for Qualifications (RFQ) (Specification No. 25-11721-C) on April 24, 2025, and closed on June 24, 2025; and WHEREAS, staff reviewed the proposals and determined that Community Planning Collaborative is well qualified to provide services that are needed and responsive to the City’s request; and
WHEREAS, no work will be authorized under the contract and no funds will be encumbered unless a department approves a Statement of Work and provides full funding; and
WHEREAS, funding will be identified and requested for appropriation, if needed, as projects arise.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is hereby authorized to approve a contract and any amendments with Community Planning Collaborative for Equitable Community Engagement Services for a total contract period of five years in the amount not to exceed $250,000.

BE IT FURTHER RESOLVED that a record signature copy of said contracts and any amendments will be on file in the City Clerk Department.

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

CONTRACT: D&A COMMUNICATIONS, INC. FOR EQUITABLE COMMUNITY

ENGAGEMENT SERVICES
WHEREAS, when the City develops plans, projects, programs and/or policies it is critical to have active, effective, and intentional community engagement – particularly with community members who are most impacted and/or have been historically underserved; and
WHEREAS, the City has contracted with Community Engagement consultants on an ongoing basis for over 20 years to assist with equitably engaging the community, particularly adversely impacted and/or historically disadvantaged members of the community, on various City projects, programs, and/or policies; and WHEREAS, these outside services are needed due to limited staff resources, the need for additional staff training and the need to outreach to community members outside of regular City staffing hours; and
WHEREAS, the City of Berkeley released a Request for Qualifications (RFQ) (Specification No. 25-11721-C) on April 24, 2025, and closed on June 24, 2025; and WHEREAS, staff reviewed the proposals and determined that D&A Communications, Inc. is well qualified to provide services that are needed and responsive to the City’s request; and
WHEREAS, no work will be authorized under the contract and no funds will be encumbered unless a department approves a Statement of Work and provides full funding; and
WHEREAS, funding will be identified and requested for appropriation, if needed, as projects arise.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is hereby authorized to approve a contract and any amendments with D&A Communications, Inc. for Equitable Community Engagement Services for a total contract period of five years in the amount not to exceed $250,000.

BE IT FURTHER RESOLVED that a record signature copy of said contracts and any amendments will be on file in the City Clerk Department.

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

CONTRACT: DENAYA SHORTER CONSULTING FOR EQUITABLE COMMUNITY

ENGAGEMENT SERVICES
WHEREAS, when the City develops plans, projects, programs and/or policies it is critical to have active, effective, and intentional community engagement – particularly with community members who are most impacted and/or have been historically underserved; and
WHEREAS, the City has contracted with Community Engagement consultants on an ongoing basis for over 20 years to assist with equitably engaging the community, particularly adversely impacted and/or historically disadvantaged members of the community, on various City projects, programs, and/or policies; and WHEREAS, these outside services are needed due to limited staff resources, the need for additional staff training and the need to outreach to community members outside of regular City staffing hours; and
WHEREAS, the City of Berkeley released a Request for Qualifications (RFQ) (Specification No. 25-11721-C) on April 24, 2025, and closed on June 24, 2025; and WHEREAS, staff reviewed the proposals and determined that Denaya Shorter Consulting is well qualified to provide services that are needed and responsive to the City’s request; and
WHEREAS, no work will be authorized under the contract and no funds will be encumbered unless a department approves a Statement of Work and provides full funding; and
WHEREAS, funding will be identified and requested for appropriation, if needed, as projects arise.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is hereby authorized to approve a contract and any amendments with Denaya Shorter Consulting for Equitable Community Engagement Services for a total contract period of five years in the amount not to exceed $250,000.

BE IT FURTHER RESOLVED that a record signature copy of said contracts and any amendments will be on file in the City Clerk Department.

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

CONTRACT: THE ECOLOGY CENTER FOR EQUITABLE COMMUNITY

ENGAGEMENT SERVICES
WHEREAS, when the City develops plans, projects, programs and/or policies it is critical to have active, effective, and intentional community engagement – particularly with community members who are most impacted and/or have been historically underserved; and
WHEREAS, the City has contracted with Community Engagement consultants on an ongoing basis for over 20 years to assist with equitably engaging the community, particularly adversely impacted and/or historically disadvantaged members of the community, on various City projects, programs, and/or policies; and WHEREAS, these outside services are needed due to limited staff resources, the need for additional staff training and the need to outreach to community members outside of regular City staffing hours; and
WHEREAS, the City of Berkeley released a Request for Qualifications (RFQ) (Specification No. 25-11721-C) on April 24, 2025, and closed on June 24, 2025; and WHEREAS, staff reviewed the proposals and determined that The Ecology Center is well qualified to provide services that are needed and responsive to the City’s request; and
WHEREAS, no work will be authorized under the contract and no funds will be encumbered unless a department approves a Statement of Work and provides full funding; and
WHEREAS, funding will be identified and requested for appropriation, if needed, as projects arise.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is hereby authorized to approve a contract and any amendments with The Ecology Center for Equitable Community Engagement Services for a total contract period of five years in the amount not to exceed $250,000.

BE IT FURTHER RESOLVED that a record signature copy of said contracts and any amendments will be on file in the City Clerk Department.

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

CONTRACT: EQUITY FIRST CONSULTING FOR EQUITABLE COMMUNITY

ENGAGEMENT SERVICES
WHEREAS, when the City develops plans, projects, programs and/or policies it is critical to have active, effective, and intentional community engagement – particularly with community members who are most impacted and/or have been historically underserved; and
WHEREAS, the City has contracted with Community Engagement consultants on an ongoing basis for over 20 years to assist with equitably engaging the community, particularly adversely impacted and/or historically disadvantaged members of the community, on various City projects, programs, and/or policies; and WHEREAS, these outside services are needed due to limited staff resources, the need for additional staff training and the need to outreach to community members outside of regular City staffing hours; and
WHEREAS, the City of Berkeley released a Request for Qualifications (RFQ) (Specification No. 25-11721-C) on April 24, 2025, and closed on June 24, 2025; and WHEREAS, staff reviewed the proposals and determined that Equity First Consulting is well qualified to provide services that are needed and responsive to the City’s request; and
WHEREAS, no work will be authorized under the contract and no funds will be encumbered unless a department approves a Statement of Work and provides full funding; and
WHEREAS, funding will be identified and requested for appropriation, if needed, as projects arise.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is hereby authorized to approve a contract and any amendments with Equity First Consulting for Equitable Community Engagement Services for a total contract period of five years in the amount not to exceed $250,000.

BE IT FURTHER RESOLVED that a record signature copy of said contracts and any amendments will be on file in the City Clerk Department.

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

CONTRACT: MOORE IACOFANO GOLTSMAN, INCORPORATED (MIG) FOR

EQUITABLE COMMUNITY ENGAGEMENT SERVICES
WHEREAS, when the City develops plans, projects, programs and/or policies it is critical to have active, effective, and intentional community engagement – particularly with community members who are most impacted and/or have been historically underserved; and
WHEREAS, the City has contracted with Community Engagement consultants on an ongoing basis for over 20 years to assist with equitably engaging the community, particularly adversely impacted and/or historically disadvantaged members of the community, on various City projects, programs, and/or policies; and WHEREAS, these outside services are needed due to limited staff resources, the need for additional staff training and the need to outreach to community members outside of regular City staffing hours; and
WHEREAS, the City of Berkeley released a Request for Qualifications (RFQ) (Specification No. 25-11721-C) on April 24, 2025, and closed on June 24, 2025; and WHEREAS, staff reviewed the proposals and determined that Moore Iacofano Goltsman, Incorporated (MIG) is well qualified to provide services that are needed and responsive to the City’s request; and
WHEREAS, no work will be authorized under the contract and no funds will be encumbered unless a department approves a Statement of Work and provides full funding; and
WHEREAS, funding will be identified and requested for appropriation, if needed, as projects arise.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is hereby authorized to approve a contract and any amendments with Moore Iacofano Goltsman, Incorporated (MIG) for Equitable Community Engagement Services for a total contract period of five years in the amount not to exceed $250,000.

BE IT FURTHER RESOLVED that a record signature copy of said contracts and any amendments will be on file in the City Clerk Department.

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

CONTRACT: PLAN TO PLACE FOR EQUITABLE COMMUNITY ENGAGEMENT

SERVICES
WHEREAS, when the City develops plans, projects, programs and/or policies it is critical to have active, effective, and intentional community engagement – particularly with community members who are most impacted and/or have been historically underserved; and
WHEREAS, the City has contracted with Community Engagement consultants on an ongoing basis for over 20 years to assist with equitably engaging the community, particularly adversely impacted and/or historically disadvantaged members of the community, on various City projects, programs, and/or policies; and WHEREAS, these outside services are needed due to limited staff resources, the need for additional staff training and the need to outreach to community members outside of regular City staffing hours; and
WHEREAS, the City of Berkeley released a Request for Qualifications (RFQ) (Specification No. 25-11721-C) on April 24, 2025, and closed on June 24, 2025; and WHEREAS, staff reviewed the proposals and determined that Plan to Place to provide services that are needed and responsive to the City’s request; and WHEREAS, no work will be authorized under the contract and no funds will be encumbered unless a department approves a Statement of Work and provides full funding; and
WHEREAS, funding will be identified and requested for appropriation, if needed, as projects arise.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is hereby authorized to approve a contract and any amendments with Plan to Place for Equitable Community Engagement Services for a total contract period of five years in the amount not to exceed $250,000.

BE IT FURTHER RESOLVED that a record signature copy of said contracts and any amendments will be on file in the City Clerk Department.

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
January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Paul Buddenhagen, City Manager
Submitted by: Terrance Davis, Director, Public Works
Subject: Contract: B Bros Construction, Inc. for Fire Station #6 Remodel

RECOMMENDATION
Adopt a Resolution:

1. Approving plans and specifications for Fire Station #6 Remodel (Project), Specification No. 26-11760-C; and

2. Accepting the bid of B Bros Construction, Inc. as the lowest, responsive and responsible bidder; and

3. Authorizing the City Manager to execute a contract and any amendments, extensions, or change orders until the Project is completed in accordance with the approved plans and specifications for an amount not to exceed $597,913.20, which includes a contingency of $99,652.20.

FISCAL IMPACTS OF RECOMMENDATION
Funding for this project is available in the Fiscal Year 2026 budget in the Measure T1 Funds.

Low bid by B Bros Construction, Inc. ........................................$498,261.00 20% Contingency $99,652.20
Total Construction Cost NTE $597,913.20
Fiscal Year 2025 Funding:
 Measure T1 Phase 2 Fund: …………………………… $597,913.20

CURRENT SITUATION AND ITS EFFECTS
Fire Station 6 is located at 999 Cedar Street. The station consists of two apparatus rooms, three sleeping rooms, a kitchen, and an office. The station was rebuilt in 1999.

Currently, the building contains several deficient windows. Deficiencies include peeling paint around windowsills, inoperable windows, and deteriorating framing. This Project will replace 14 windows at the station, add an ADA-compliant lift to the front of the station, and other ancillary related work.

Contract: B Bros Construction, Inc. for Fire Station #6 Remodel CONSENT CALENDAR January 27, 2026

The Project was advertised for bids on November 6, 2025, and bids were opened on December 4, 2025. The City received 12 bids for the project ranging from $348,800 to $685,000. The lowest responsive and responsible bidder was determined to be B Bros Construction, Inc. Staff recommends that a construction contract for the Project be awarded to B Bros Construction, Inc.

The Fire Station #6 Remodel Project is in alignment with the City’s Strategic Plan Priorities, advancing our goal to provide state-of-the-art, well-maintained infrastructure, amenities, and facilities.

BACKGROUND
Fire Station 6 was rebuilt in 1999. It is comprised of apparatus storage and living quarters for fire department staff. The renovation project is a Measure T1 Phase 2 project.

The City engaged the services of an architectural consultant to assess the condition of various city buildings in 2021. After building deficiencies were cataloged, the City engaged an architectural consultant in July 2022 to help identify the scope for improvements and begin design of the Project. In October 2025, permit documents were approved and the project was advertised for public bid on November 6, 2025.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
This project will address the City’s sustainability and climate goals by increasing energy efficiency, and by providing newer, easily operable windows to the station.

RATIONALE FOR RECOMMENDATION
Contracted services are required for this project as the City does not have the in-house expertise to complete this specialized work.

ALTERNATIVE ACTIONS CONSIDERED
The City can elect not to construct the project; however, deferring the work will lead to deterioration of the existing windows and continued discomfort for the fire department personnel stationed there. Postponing the project will escalate costs and cost the City more money in the future as deterioration continues.

CONTACT PERSON
Wahid Amiri, Deputy Director, Department of Public Works (510) 981-6396 Priya Chopra; Associate Civil Engineer, Department of Public Works (510) 981-6338 Attachment:

1. Resolution

2. Bid Abstract

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

CONTRACT: B BROS CONSTRUCTION, INC, FOR FIRE STATION #6 REMODEL; SPECIFICATION NO. 26-11760-C, AT 999 CEDAR STREET
WHEREAS, the City engaged the services of an architectural consultant to assess the condition of various City buildings in 2021; and
WHEREAS, after building deficiencies were cataloged in Fire Station 6, the City engaged an architectural consultant in July 2022, to help identify the scope for improvements and begin design of the Project; and
WHEREAS, the project consists of window replacement and ADA upgrades at Fire Station 6; and
WHEREAS, the City has neither the labor nor the equipment necessary to undertake this project; and
WHEREAS; in October 2025, permit documents were approved and the Project was advertised for bids on November 6, 2025 (Plans and Specifications No. 26-11760-C) and opened on December 4, 2025; and
WHEREAS, B Bros Construction Inc. was determined to be the lowest responsive and responsible bidder.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the Plans and Specifications No. 26-11760-C for Fire Station #6 Remodel are approved.

BE IT FURTHER RESOLVED that the Council of the City of Berkeley accepts the bid of B Bros Construction as the lowest responsive and responsible bidder.

BE IT FURTHER RESOLVED that the Council of the City of Berkeley authorizes the City Manager to execute a contract and any amendments, extensions, or change orders, until completion of the project in accordance with the approved plans and specifications with B Bros Construction, Inc for the Fire Station #6 Remodel in an amount not to exceed $597,913.20, which includes a contingency in the amount of $99,652.20. A record signature copy of the agreement and any amendments will be on file in the Office of the City Clerk.

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

CONSENT CALENDAR
January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Paul Buddenhagen, City Manager
Submitted by: Terrance Davis, Director, Public Works
Subject: Contract: St. Francis Electric for On-Call Electrical Services

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute a contract and any amendments with St. Francis Electric to provide on-call electrical services for a three year period from March 1, 2026, to February 28, 2029, in an amount not to exceed $375,000, with an option to extend for two additional one-year terms. The service rates will be adjusted annually in accordance with the pricing outlined in the awarded bid.

FISCAL IMPACTS OF RECOMMENDATION
There are funds available in the adopted FY2026 Public Works Budget (Funds 127, 134, and 142) for electrical on-call services. Funding for future years is subject to Council approval of the funds in the Fiscal Years 2027-2028 Budget.

CURRENT SITUATION AND ITS EFFECTS
The City’s existing contracts for on-call electrical services are more than five years old and are set to expire at the end of fiscal year 2026. To avoid disruption in maintenance, repair and installations for the City’s electrical infrastructure, it is necessary to execute a new contract based on the results of the recent competitive solicitation.

On-call electrical services provide support on critical electrical projects and tasks, including:
 Traffic and Pedestrian Signal Installation, Maintenance and Repair  Conduit Repairs and Support of Electric Vehicle Charges in City-Owned Garages  Parking, Parks, Pathway and Street Light Installation, Maintenance and Repair  Indoor Electrical Services and Repairs
The City conducted Invitation to Bid Specification No. 25-11728-C, released on August 12, 2025, with proposals due no later than September 25, 2025. The City received five proposals in response. The selection committee, composed of subject matter experts from the Public Works Department, evaluated all proposals.

Contract: St. Francis Electric for On-Call Electric Services CONSENT CALENDAR January 27, 2026

The evaluation criteria used to rate the proposals were as follows: Project Approach (20%), Expertise and References (25%), Cost (25%), and Ability to Perform Services Listed in the Scope of Services (30%). St. Francis Electric, along with DC Electric, was selected as one of the most responsive and highest scoring bidders to the solicitation.

This contract will support the City’s facilities and is in alignment with the City’s Strategic Plan, advancing our goal to provide state-of-the-art, well-maintained infrastructure, amenities, and facilities.

BACKGROUND
The department maintains the City’s electrical infrastructure, which includes 223 traffic signals and 8,000 streetlights, as well as internal electrical systems within City facilities.

These systems are essential systems to provide needed traffic control, illumination and access to electricity for staff and community members. However, the department does not have the staffing capacity and expertise required to support all the needs of the City’s electrical systems. These systems need regular maintenance and repair to run optimally and function efficiently. The department also lacks the staffing capacity required to install or upgrade lighting and electrical systems, so the department utilizes vendors for support.

St. Francis Electric has the adequate staff and equipment necessary to service the City.

This contract will ensure clear guidelines and standardized prices for electrical services for City assets.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
Regular maintenance and repair of electrical systems is essential for optimizing system performance, prolonging equipment lifespan and minimizing the environmental impact of these systems. Well-maintained electrical systems operate more efficiently, which leads to consuming less energy and reducing carbon emissions.

RATIONALE FOR RECOMMENDATION
The City requires reliable and responsive electrical services to maintain the electrical infrastructure and assets of City facilities. This agreement ensures ongoing service and prevents potential disruption to City operations.

The on-call electrical services contract will address the City’s needs, while stabilizing costs and fees. The selected service provider will be utilized as needed to ensure the City has adequate resources available for electrical installation, maintenance and repair.

ALTERNATIVE ACTIONS CONSIDERED
If the Public Works Department does not contract for electrical services, there will be delays and increased costs associated with maintaining and updating the City’s electrical infrastructure.

Contract: St. Francis Electric for On-Call Electric Services CONSENT CALENDAR January 27, 2026

CONTACT PERSON
Joy Brown, Operations Manager, (510) 981-6629
Aaron Baker, Facilities Maintenance Superintendent, (510) 981-6452 Tucker Brofft, Senior Management Analyst, (510) 981-5375 Erika Barros, Associate Management Analyst, (510) 981-6462 Attachments:
1: Resolution
2: Abstract of Bids

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

CONTRACT: ST. FRANCIS ELECTRIC FOR ON-CALL ELECTRICAL SERVICES WHEREAS, the City conducted RFP Solicitation No. 25-11728-C with bids due no later than September 25, 2025; and
WHEREAS, the City received five proposals and a selection committee composed of subject matter experts from the Department of Public Works, evaluated the bids; and WHEREAS, St. Francis Electric was selected as one of the most responsive and highest- scoring vendors; and
WHEREAS, funding is available in the FY2026 adopted budget in the Public Works Electrical Division Fund 127, Fund 134 and Fund 142 budgets. Funding for future years is subject to Council’s approval of the proposed citywide budget for Fiscal Years 2027- 2028.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is authorized to execute a contract and any amendments with St. Francis Electric to provide on-call electrical services for Public Works Electrical Division for a three-year period from March 1, 2026 to February 28, 2029 in an amount not to exceed $375,000, with an option to extend for two additional one-year terms. The service rates will be adjusted annually in accordance with the pricing outlined in the awarded bid.

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
January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Paul Buddenhagen, City Manager
Submitted by: Terrance Davis, Director, Public Works
Subject: Contract: Siemens Industry, Inc. dba SIEMENS for Inspection, Testing, and Monitoring Services for the City’s Fire and Life Safety System Equipment.

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute a contract and subsequent amendments with Siemens Industry, Inc, for Inspection, Testing, Monitoring, and On- Call Maintenance Services for Fire and Life Safety equipment installed in 23 City owned buildings; in an amount not to exceed $350,000 for the initial contract period March 1, 2026, through February 28, 2029, and with the option to extend the contract term for two additional years, for a total contract term of five years.

FISCAL IMPACTS OF RECOMMENDATION
Funds are available in the adopted FY2026 Public Works Budget (Funds 011, 601, 627, 636, 672, and 673) for Fire and Life Safety services. The yearly cost for this contract is estimated to be $115,000-$120,000. Funding for future years is subject to Council’s approval of the proposed citywide budget for Fiscal Years 2027, 2028, and 2029.

CURRENT SITUATION AND ITS EFFECTS
The Public Works Department is responsible for maintaining the Fire and Life Safety equipment deployed throughout 23 different City buildings to ensure the equipment functions properly at all times and to maintain compliance with National Fire Protection Association (NFPA) guidelines and the California Fire Code. This includes semi-annual and annual inspection and testing of the Fire and Life Safety equipment, quarterly inspection and testing of sprinkler systems, Five Year Sprinkler System Certifications, and 24 hour per day monitoring of the City’s Fire Alarm systems.

The current contract for Inspection, Testing, and Monitoring of the City’s Fire and Life Safety systems expires on March 31, 2026. Authorization to execute a new Fire and Life Safety contract, to start March 1, 2026, ensures continued City compliance with NFPA guidelines and the State Fire Code.

Maintaining this critical safety infrastructure and around-the-clock monitoring of Fire and Life Safety systems is in alignment with the City’s Strategic Plan Priority of advancing

Contract: Siemens Industry, Inc. CONSENT CALENDAR
Fire & Life Safety Equipment Inspection, Testing, Monitoring January 27, 2026

our goal to provide state-of-the-art, well-maintained infrastructure, amenities, and facilities.

BACKGROUND
The City issued Request for Proposal Specification No. 25-11727-C for Fire and Life Safety System Inspection, Testing, and Monitoring services to support the Public Works Facilities and Building Maintenance Division, on September 4, 2025, and received three qualified responsive proposals. A selection panel comprised of Department subject matter experts evaluated the proposals based on the following criteria: Project Approach (30%), Expertise and References (20%), Cost (30%), and Background (20%).

Siemens was selected as the most responsive, qualified, and cost-effective vendor, able to service the full range of manufacturer’s equipment and to meet the comprehensive needs outlined in the RFP Scope of Services for all 23 City service locations.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
There are no identifiable environmental sustainability or climate impacts associated with the subject of this report.

RATIONALE FOR RECOMMENDATION
Public Works does not have the personnel or specialized equipment necessary to monitor the City’s Fire Alarm systems 24 hours a day or the expertise to inspect, test and certify the other components of the City’s Fire and Life Safety systems. The existing contract for Fire and Life System Inspection and Testing is due to expire March 31, 2026. Executing a new contract ensures that critical City safety infrastructure is well maintained and functions properly and that the City continues to follow local and state fire safety regulations.

ALTERNATIVE ACTIONS CONSIDERED
Public Works does not currently have staff with the experience and skills necessary to monitor, service, and certify the City’s Fire and Life Safety infrastructure. As a result, contracting with an outside vendor is a necessity.

CONTACT PERSON
Joy Brown, Public Works Operations Manager, (510)981-6629 Aaron Baker, Public Works Facilities & Building Mtc Superintendent, (510)981-6452 Tucker Brofft, Public Works Senior Management Analyst (510)981-5375 Erika Barros, Associate Management Analyst, (510)981-6462 Attachments:
1: Resolution

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

CONTRACT: SIEMENS INDUSTRIES, INC. FOR INSPECTION, TESTING, AND MONITORING OF THE CITY’S FIRE AND LIFE SAFETY SYSTEM

INFRASTRUCTURE
WHEREAS, the City’s buildings require monitoring and testing of installed Fire and Life Safety Systems; and
WHEREAS, the City does not have the specialized training or staff to perform this work; and
WHEREAS, the City released RFP Specification No. 2511727-C on September 4, 2025; and
WHEREAS, the City received three qualified, responsive proposals and a selection panel comprised of subject matter experts from the Public Works Operations Divisions evaluated the proposals; and
WHEREAS, Siemens Industries, Inc. was selected as the most responsive and qualified vendor; and
WHEREAS, Inspection, Testing, and Monitoring to maintain the functional integrity of the City’s Fire and Life Safety System infrastructure in City facilities is essential to the safety of City staff and to the public and ensures continued compliance with National Fire Protection Association (NFPA) guidelines and the California Fire Code; and WHEREAS, funding is available in the Fiscal Year 2026 adopted budget in Funds 011, 601, 627, 672, and 673. Funding for future years is subject to Council’s approval for the proposed citywide budget for Fiscal Years 2027, 2028, and 2029.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is authorized to execute a contract and subsequent amendments with Siemens Industry, Inc, for Inspection, Testing, Monitoring, and On-Call Maintenance Services for the Fire and Life Safety equipment installed in 23 City owned buildings; in an amount not to exceed $350,000 for the initial contract period March 1, 2026, through February 28, 2029, and with the option to extend the contract term for two additional years, for a total contract term of five years.

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
January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Paul Buddenhagen, City Manager
Submitted by: Terrance Davis, Director, Public Works
Subject: Contract No. 32100070 Amendment: Urban Ore, Inc. for Salvage Operations at the City of Berkeley Transfer Station

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute a contract amendment with Urban Ore, Inc. for salvage operations of reusable materials at the City's Transfer Station, increasing the contract by $75,000 from $189,848 to a new not to exceed amount of $264,848 and extending the term through June 30, 2027.

FISCAL IMPACTS OF RECOMMENDATION
Funding for this amendment is available in the FY2026 adopted budget in Zero Waste Fund 601.

CURRENT SITUATION AND ITS EFFECTS
For the past 25 years, Urban Ore has salvaged more than 800 tons annually of reusable materials from the City of Berkeley's Transfer Station. Those items are resold at Urban Ore’s retail store located at the intersection of Ashby Avenue and 7th Street in West Berkeley.

This contract extension will allow the City to continue to reduce materials to be landfilled, supporting increased diversion and the City’s Zero Waste Goal. The amendment will increase the not-to-exceed amount to cover regular operations and extend existing service levels until June 30, 2027.

The Urban Ore salvage program is a Strategic Plan Priority Project that advances our goal to be a global leader in addressing climate change, advancing environmental justice, and protecting the environment.

BACKGROUND
Since 2000, the Urban Ore Salvage and Recycling operation has stationed a box truck and staffing at the City's Transfer Station during regular business hours to salvage reusable household goods and building materials from discarded objects. Urban Ore staff identify reusable items from loads delivered to the Transfer Station by Zero Waste

Contract Amendment No. 32100070: Urban Ore, Inc. for
Salvage Operations at the City of Berkeley Transfer Station CONSENT CALENDAR January 27, 2026

employees. In many cases, discarded materials are salvaged and prepared for resale, which allows those materials to be diverted from waste streams.

For more than a decade, Urban Ore has been the only local salvage operation able to provide a suitable diversion service on-site at the City’s Transfer Station, while maintaining a local retail outlet for salvaged goods and materials. Urban Ore’s proven safety record, environmental commitment, and quality customer service have made them an important City partner.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
The Urban Ore mission statement, “our purpose is to end the age of waste by advocating and developing total recycling,” demonstrates a committed environmental vision with recycling as a key component to all aspects of their operation. Urban Ore has reclaimed more than 800 tons annually from the City’s Transfer Station, which increases the City's diversion rate, and reduces greenhouse gas emissions.

RATIONALE FOR RECOMMENDATION
This salvage and reuse/recycling program supports increased diversion of materials from landfills and helps move the City toward its Zero Waste Goal. In addition, the Transfer Station’s operational expenses associated with waste hauling are also reduced.

ALTERNATIVE ACTIONS CONSIDERED
Opting to discontinue this salvageable waste diversion program will increase City use of area landfills, increase greenhouse gas emissions from long-haul transportation of waste materials, and will negatively impact the Zero Waste Division budget. Alternative service providers to operate this contract have not been identified, due to the unique nature of this work and the requirements for a nearby storefront to resale the salvageable items.

CONTACT PERSON
Leticia Jauregui, Solid Waste and Recycling Division Manager (510) 981-6362 Attachments:
1: Resolution

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

CONTRACT NO. 32100070 AMENDMENT: URBAN ORE, INC. FOR SALVAGE

OPERATIONS AT THE CITY'S TRANSFER STATION
WHEREAS, Urban Ore is the only local salvage operation able to provide a suitable diversion service on-site at the Transfer Station, which reduces landfill-bound waste by 800 tons each year by returning useable materials to the community; and WHEREAS, this salvage and reuse/recycling program helps move the City toward its zero waste goals, while reducing the Transfer Station’s operational expenses associated with increased landfill use, and reducing greenhouse gas emissions caused by long-haul trucks; and
WHEREAS, Urban Ore’s proven safety record, environmental commitment, and quality customer service have made them an important zero waste partner; and WHEREAS, Council on July 1, 2020, by Resolution 69,434-N.S. Council authorized Contract No. 32100070; and,
WHEREAS, on June 1, 2023, the City Manager of the City of Berkeley authorized an amendment extending the Contract through June 30, 2025; and, WHEREAS, on July 25, 2023, by Resolution No. 71,003, the Berkeley City Council authorized an amendment of said Contract; and,
WHEREAS, funding for this contract amendment is available in Zero Waste Fund 601.

WHEREAS, the Urban Ore salvage program is a Strategic Plan Priority Project that advances our goal to be a global leader in addressing climate change, advancing environmental justice, and protecting the environment; and WHEREAS, opting to discontinue this salvageable waste removal and diversion program will increase City use of area landfills, and negatively impact the Zero Waste Division budget.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley authorizes the City Manager to execute a contract amendment with Urban Ore, Inc. for salvage operations at the City's Transfer Station increasing the Contract by $75,000 from $189,848 to $264,848 for a new not to exceed amount of $264,848 and extending the contract term by two years through June 30, 2027. A record signature copy of said contract and any amendments to be on file in the Office of the City Clerk.

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

CONSENT CALENDAR
January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Paul Buddenhagen, City Manager
Submitted by: Terrance Davis, Director, Public Works
Subject: Contract No.101280-1 Amendment: On-Call Traffic Engineering Services with AECOM USA, Inc. for Engineering Services

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute an amendment to Contract No. 101280-1 and any subsequent amendments with AECOM USA, Inc. (AECOM) for:
1) The Ashby-San Pablo Intersection Improvements Project (Project), Specification No.18-11182-C, to provide engineering support services to guide the Project through the required design review and encroachment permit process by the California Department of Transportation (Caltrans) for construction on State right- of-way, and
2) Other as-needed traffic engineering services, increasing the overall contract capacity for On-Call Traffic Engineering Services by up to $800,000, for a total not-to-exceed amount of $2,000,000.

SUMMARY
The purpose of the Ashby-San Pablo Intersection Improvements Project is to improve vehicle and pedestrian safety at that intersection, as evidenced by a history of severe and fatal collisions and the designation of both streets as High-Injury Streets in the 2020 Vision Zero Action Plan. The Project goals are to:
 Reduce the risk of severe and fatal collisions,
 Enhance pedestrian safety and accessibility, and
 Improve overall traffic operations at the intersection.

The Project will construct a new dedicated left-turn lane for westbound vehicles on Ashby Avenue, implement improved signal phasing and timing, repave the east leg of the intersection, construct new accessible curb ramps along the eastern side of the intersection, and install new pavement markings including crosswalk markings.

Contract No.101280-1, Second Amendment for CONSENT CALENDAR On-Call Traffic Engineering Services with AECOM USA. Inc. January 27, 2026 for Engineering Services

The Project is funded by
 Alameda County Transportation Commission (Alameda CTC) Vehicle Registration Fee and Measure BB direct local distribution discretionary funds,  City of Berkeley Capital Improvements fund, and
 Federal Congestion Mitigation and Air Quality Improvement program (CMAQ) funds via the Metropolitan Transportation Commission’s (MTC’s) One Bay Area Grant (OBAG 2) program for Housing Incentive Pool (HIP) projects.

The Project was conceived in the early 1990s due to numerous vehicle collisions at the intersection. Creation of a westbound left turn lane on Ashby Avenue – the only leg of the intersection without a left turn lane – was viewed as an important feature that would improve visibility of oncoming traffic for eastbound drivers and improve traffic flow through the intersection. In subsequent years, the City acquired property parcels along the north and south sides of Ashby Avenue for the purpose of widening the eastern leg of Ashby Avenue to create space for a dedicated left-turn lane. As the Project is at the intersection of two State highways on State property, the City must obtain an encroachment permit from Caltrans before construction is allowed; this will require the City to submit environmental, right-of-way, and design documentation, along with detailed studies, reports, and forms in an encroachment permit application; and coordinate with numerous groups within Caltrans through an involved review and approval process that often takes approximately a year to complete.

In 2014, City staff engaged AECOM, under its On-Call Traffic Engineering Services contract with the City (Contract No. 101280-1), to perform initial studies and develop conceptual designs for the Project. The Project proceeded intermittently over the next several years and, despite fluctuations in City staffing and funding, AECOM produced final design documents by early 2021. The Project was again put on hold due to lack of construction funding from mid-2021 until mid-2025, when the City applied for and received federal funding to complete the Project. Due to stringent grant milestones, which require Caltrans’ approval of the design and associated encroachment permit application by the end of 2026, City staff intend to retain AECOM as the engineer-of- record to guide the Project through the required Caltrans design review and encroachment permit process.

FISCAL IMPACTS OF RECOMMENDATION
Funding for the proposed second amendment to AECOM’s On-Call Traffic Engineering Services contract will be available in the FY 2026 - FY 2027 budgets from the Alameda County Measure BB Local Streets and Roads (Fund 134) direct local distribution discretionary funds and UC Berkeley Long-Range Development Plan (Fund 147) funds.

Current On-Call (Contract No. 101280-1) Capacity $1,200,000 Proposed Amendment #2 (not-to-exceed amounts):

Engineering Services for Project (Fund 134) $500,000

Contract No.101280-1, Second Amendment for CONSENT CALENDAR On-Call Traffic Engineering Services with AECOM USA. Inc. January 27, 2026 for Engineering Services

Other As-needed Traffic Engineering Services (Fund 147) $300,000 Total Amended Not-to-Exceed Contract Capacity $2,000,000 The City’s On-Call Traffic Engineering Services contract with AECOM covers the work of several different projects, including the subject Project. The total amount for AECOM’s services for this Project, including the current request for additional contract capacity, is $909,451.

CURRENT SITUATION AND ITS EFFECTS
The creation of a westbound dedicated left-turn lane at the Ashby Avenue-San Pablo Avenue intersection has been identified as an important potential safety improvement by the City for over thirty years, and the City has taken steps to acquire right-of-way along Ashby Avenue in preparation for a new left-turn lane via:
1) A 1991, condition of development with Walgreens at the northeast corner of the intersection that dedicated a 10-foot wide parcel along the north side of Ashby Avenue to the City, and
2) A 2011, Ordinance No. 7,198-N.S. in which the City accepted a 5-foot wide parcel along the south side of Ashby Avenue. In 2021, Council passed Ordinance No. 7,783-N.S. approving the transfer of these two parcels to Caltrans to widen the existing State right-of-way along the east leg of Ashby Avenue, in anticipation of the new left-turn lane as part of the Project.

On December 10, 2024, Council adopted Resolution No. 71,625-N.S. authorizing the City Manager to submit a grant application to the MTC HIP to fund the completion of the Project. In mid-2025, the City received federal CMAQ funds via the MTC’s OBAG 2 program for HIP projects, which re-started the Project and provides funding for construction.

Due to the Project’s location on the State highway system on a State right-of-way overseen by Caltrans, the City will need AECOM’s specialized engineering services to navigate Caltrans’ complex review and approval process in order to obtain an encroachment permit prior to construction. The proposed second contract amendment would provide additional contract capacity for AECOM to provide these necessary services. As the design consultant and engineer-of-record, AECOM has the necessary knowledge and background to provide these services, enabling the City to efficiently manage the Project. Depending largely on Caltrans’ review timeline, the City anticipates receiving an encroachment permit from Caltrans by the end of 2026, which will allow the Project to remain on schedule per grant funding milestones.

The Project includes the addition of a dedicated left-turn lane on westbound Ashby Avenue (State Route 13) at the intersection of San Pablo Avenue (State Route 123) and associated widening of the eastern leg of Ashby Avenue – the only leg of this

Contract No.101280-1, Second Amendment for CONSENT CALENDAR On-Call Traffic Engineering Services with AECOM USA. Inc. January 27, 2026 for Engineering Services

intersection without a dedicated left-turn lane - to create space for the additional lane.

The current two-lane configuration on westbound Ashby Avenue, with one shared left turn-through lane and one shared through-right turn lane, results in congestion on this important high-volume street. It also poses a safety issue because of a lack of dedicated left-turn signal phase, as westbound drivers waiting to turn left block the visibility of oncoming traffic for eastbound vehicles waiting to turn left. The proposed Project will address these issues by improving sightlines and providing queuing space and signal phasing for left-turning vehicles on Ashby Avenue. It will also provide new directional curb ramps at the northeast and southeast corners of the intersection to improve pedestrian accessibility, repave the east leg of the intersection, and install new pavement markings including crosswalk markings.

The Project is in alignment with the Strategic Plan Priority of creating a resilient, safe, connected, and prepared city.

BACKGROUND
On June 3, 2014, Council adopted Resolution No. 66,610-N.S. authorizing the City Manager to execute a contract and any amendments with AECOM for on-call traffic engineering services. AECOM was selected through an open competitive process over six other engineering firms. In July 2014, Contract No. 101280 (FUND$ Contract No. 9677) was executed with AECOM for an amount not to exceed $1,000,000 for the period from July 7, 2014, through June 30, 2017.

The on-call contract with AECOM allowed the City to implement several projects, including Safe Routes to School, pedestrian, bicycle, and vehicle occupant safety improvement projects. The Ashby-San Pablo Intersection Improvements Project is the only remaining unfinished project from this contract.

Due to periodic lack of staffing and funding for the Project, three contract extensions were issued. In May 2017, the City Manager extended the term of the contract through June 2018. In May 2018, the City Manager extended the term of the contract for a second time, through June 2019. In March 2019, the City Manager extended the term of the contract for a third time, through June 30, 2020.

On May 12, 2020, Council adopted Resolution No. 69,393-N.S. authorizing the City Manager to execute an amendment (Contract No. 101280-1) to Contract No. 101280 with AECOM for additional engineering services for the Project, which:
1) Increased the total contract capacity by $200,000 for a total amount not to exceed $1,200,000, and
2) Extended the term through December 31, 2022. Again, due to periodic lack of staffing and funding, in October 2022, the City Manager extended the term of this Contract No. 101280-1 through December 31, 2025.

Contract No.101280-1, Second Amendment for CONSENT CALENDAR On-Call Traffic Engineering Services with AECOM USA. Inc. January 27, 2026 for Engineering Services

On November 20, 2025, the City Manager extended the term of Contract No. 101280-1 through December 31, 2026, to provide time for the Project to proceed through the Caltrans design review and encroachment permit process. The proposed Council Resolution to execute a second amendment to AECOM’s contract would increase the contract capacity to perform additional services to guide the Project through this required process in accordance with the timeline of the contract term extension.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
The work of the Project is intended to reduce the risk of motor vehicle collisions, including collisions between drivers and pedestrians. It is also intended to improve the overall efficiency of the Ashby Avenue-San Pablo Avenue intersection, thereby reducing emissions from trips made by motor vehicles, and encourage pedestrian travel by installation of new directional curb ramps.

RATIONALE FOR RECOMMENDATION
AECOM’s On-Call Traffic Engineering Services contract requires an increase to the overall contract capacity to fund additional work to guide the Project through the required Caltrans design review and encroachment permit application process and fund other as-needed traffic engineering services. Successful completion of the Project requires specialized knowledge and contracted engineering services, preferably continuing with AECOM as engineer-of-record, as the City does not possess the necessary background or specific technical expertise.

ALTERNATIVE ACTIONS CONSIDERED
No alternative actions were considered for this Project. Not taking the recommended action at this time would risk the following:
1) Increased overall Project costs and a longer Project timeline if a different engineering consultant is procured to assume the role of engineer-of-record; 2) The City defaulting on its obligation to deliver the Project by the grant funding deadlines, which could also endanger future grant opportunities.

CONTACT PERSON
Wahid Amiri, Deputy Director, Public Works, 510-981-6396 Mark Helmbrecht, Transportation Manager, Public Works, 510-981-6403 Kenneth Jung, Supervising Civil Engineer, Public Works, 510-981-7028 Hyunkyung Yoon, Assistant Transportation Engineer, Public Works, 510-981-6416 Attachments:
1: Resolution

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

CONTRACT NO. 101280-1 AMENDMENT FOR ON-CALL TRAFFIC ENGINEERING SERVICES CONTRACT WITH AECOM USA, INC. FOR ENGINEERING SERVICES WHEREAS, Council authorized the City Manager to enter into a contract (Contract No. 101280) with AECOM USA, Inc. for On-Call Traffic Engineering Services for a total non-to-exceed amount of $1,000,000 on June 3, 2014 (Resolution No. 66,610-N.S.); and WHEREAS, the City Manager extended the term of the contract (Contract No. 101280) through June 30, 2020, to account for pauses in the project due to lack of staffing and funding; and
WHEREAS, AECOM USA, Inc. performed several projects under said On-Call Traffic Engineering Services contract, with the remaining uncompleted project being the Ashby- San Pablo Intersection Improvements Project (Specification No. 18-11182-C); and WHEREAS, Council authorized the City Manager to amend the contract (Contract No. 101280-1) with AECOM USA, Inc. for On-Call Traffic Engineering Services to a total not-to-exceed amount of $1,200,000 on May 12, 2020 (Resolution No. 69,393-N.S.) to perform additional professional engineering services to finalize the design of the Ashby- San Pablo Intersection Improvements Project; and
WHEREAS, the City Manager extended the term of the contract (Contract No. 101280-1) through December 31, 2026, to provide time for the project to proceed through the required design review and encroachment permit process by the California Department of Transportation; and
WHEREAS, the Ashby Avenue-San Pablo Avenue intersection has a documented history of severe and fatal collisions and, as a result, Ashby Avenue and San Pablo Avenue have been identified as High-Injury Streets in the Vision Zero Action Plan (2020); and WHEREAS, the Project has been identified as a priority project by the City of Berkeley; and
WHEREAS, AECOM USA, Inc., under the oversight of City staff, prepared complete plans and specifications for the Ashby-San Pablo Intersection Improvements Project, but this project had been on hold since 2021, due to a lack of construction funding; and WHEREAS, the City recently received $1,508,000 in grant funding from the Metropolitan Transportation Commission’s One Bay Area Grant program for Housing Incentive Pool projects, which is intended to fund the construction phase; and

January 27, 2026

WHEREAS, AECOM USA, Inc., as the design consultant and engineer-of-record, has the requisite knowledge and background to provide continued engineering support services, including guiding the project through the required design review and encroachment permit process by the California Department of Transportation, which are necessary for the City to efficiently manage the remaining scope of the project; and WHEREAS, City staff have determined that additional contract capacity will be needed for said engineering support and other as-needed traffic engineering services, which requires an amendment to Contract No. 101280-1 to increase the capacity by up to $800,000 for a total not-to-exceed amount of $2,000,000; and WHEREAS, $500,000 for said engineering support is available in the FY 2026 – FY 2027 budget from the Measure BB Local Streets and Roads Fund (134) and $300,000 for said other as-needed traffic engineering services is available in the FY 2026 – FY 2027 budget from the UC Berkeley Long-Range Development Plan (147) fund.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is authorized to execute an amendment to Contract No. 101280-1 and any subsequent amendments with AECOM USA, Inc. for engineering services, increasing the overall contract capacity by up to $800,000, for a total not-to-exceed amount of $2,000,000. A record signature copy of said contract amendment will be on file in the Office of the City Clerk.

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

CONSENT CALENDAR
January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Paul Buddenhagen, City Manager
Submitted by: Terrance Davis, Director, Public Works
Subject: Contract No. 108037-1 Amendment: MSR Mechanical, LLC for on-call heating, ventilation and air conditioning services

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute a contract amendment with MSR Mechanical, LLC for on-call HVAC maintenance and repair to increase the contract amount by $50,000 for a total contract amount not to exceed $530,000.

FISCAL IMPACTS OF RECOMMENDATION
There are funds available in the adopted FY2026 Public Works Budget (Fund 673) for HVAC maintenance and repairs services. Contract 108037-1 is set to expire on March 31, 2026, and will not be extended past the expiration date.

CURRENT SITUATION AND ITS EFFECTS
MSR Mechanical LLC (MSR) provides a comprehensive range of on-call and emergency heating, ventilation and air conditioning (HVAC) services to support the Public Works Department. Services include inspection, trouble shooting, installation, maintenance and research into repairs or replacements. Timely inspection and maintenance of ventilation systems in City buildings is critical to ensuring optimum system performance.

Recently MSR performed a major HVAC repair and installation project for the City’s Public Safety Building. This work was completed recently, but the costs associated with this work went unexpectedly above budget due to unforeseen repairs and parts needed.

To complete payment on the already incurred costs, the department is asking for a contract amendment for the additional funds.

This contract will support the City’s facilities and is in alignment with the City’s Strategic Plan, advancing our goal to provide state-of-the-art, well-maintained infrastructure, amenities, and facilities.

BACKGROUND
The City contracted with MSR Mechanical in 2015. MSR has provided quality service throughout the duration of the contract. In May 2025, the City conducted a solicitation

Contract: Contract No. 108037-1 Amendment: MSR Mechanical, CONSENT CALENDAR LLC for on-call heating, ventilation and air conditioning services January 27, 2026

for HVAC services and awarded contracts to two vendors, Matrix HG and Prime Mechanical. MSR Mechanical’s contract is set to expire on March 31, 2026, though all service with MSR Mechanical has ceased upon the completion of HVAC work at the Public Safety Building in November 2025.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
Regular maintenance and repair of HVAC systems is essential for optimizing performance, prolonging equipment lifespan, and minimizing environmental impacts.

Well-maintained HVAC systems operate more efficiently, which leads to reduced energy consumption and carbon emissions. Regular service prevents the leaking of refrigerants into the atmosphere, which are damaging to the ozone layer and contribute to climate change. Optimized HVAC systems also improve indoor air quality and provide air circulation benefits.

RATIONALE FOR RECOMMENDATION
Required HVAC repairs and installation work has been completed at the Public Safety Building and this amendment allows the City to complete payment with MSR Mechanical. The City requires reliable and responsive HVAC maintenance and repair services to maintain the heating, ventilation and air-conditioning needs of City facilities.

ALTERNATIVE ACTIONS CONSIDERED
The City must remit payment, due to the completion of services. While the additional expenses were unexpected, funds are readily available and budgeted for HVAC services. The contractor is knowledgeable about and familiar with the City's equipment and has been highly responsive during emergency situations.

CONTACT PERSON
Joy Brown, Operations Manager, (510) 981-6629
Aaron Baker, Facilities Maintenance Superintendent, (510) 981-6452 Tucker Brofft, Senior Management Analyst, (510) 981-5375 Attachments:
1: Resolution

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

CONTRACT NO. 108037-1 AMENDMENT: MSR MECHANICAL, LLC FOR ON-CALL

HEATING, VENTILATION AND AIR CONDITIONING SERVICES
WHEREAS, the City owns and operates buildings with heating, cooling and ventilation systems which regulate the temperature and quality of indoor air; and WHEREAS, staff rely upon HVAC services provided by supplemental contractors to help maintain properly performing HVAC systems for optimal indoor air quality and reduced energy usage; and
WHEREAS, the City and MSR Mechanical, LLC entered into Contact No. 108037-1 for on-call and emergency HVAC services, effective November 9, 2015, and extended through June 30, 2022; and
WHEREAS, on May 31, 2022, Council authorized Resolution No. 70,393-N.S. to increase the contract by $50,000 for a new not to exceed amount of $130,000 and extend the contract term to June 30, 2024; and
WHEREAS, on October 10, 2023, Council authorized Resolution No. 71,075-N.S. to increase the contract by $350,000 for a new not to exceed amount of $480,000 and extend the contract term to June 30, 2025; and
WHEREAS, on May 20, 2025, City Manager authorized an extension to contract 108037-1 from an expiration date of June 30, 2025 to December 31, 2025; and WHEREAS, on December 1, 2025, City Manager authorized an extension to contract 108037-1 from an expiration date of December 31, 2025, to March 31, 2026; and WHEREAS, funding is available in the adopted FY2026 Public Works Budget (Fund 673) for HVAC maintenance and repairs services.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is authorized to execute an amendment with MSR Mechanical, LLC to provide on-call and emergency HVAC services for the City’s HVAC systems, increasing the Contract amount by $50,000 for a total contract not to exceed amount of $530,000.

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

CONSENT CALENDAR
January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Paul Buddenhagen, City Manager
Submitted by: Terrance Davis, Director, Department of Public Works Subject: Contract No. 32500124 Amendment: Buhler Commercial for FY 2023 Retaining Wall and Storm Drain Improvement Project

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute an amendment to Contract No. 32500124 with Buhler Commercial for work on the FY 2023 Retaining Wall and Storm Drain Improvement Project, Specification Nos. 23-11616-C & 23-11614-C, increasing the contract amount by $250,000 for an amended total not to exceed $2,224,009.

FISCAL IMPACTS OF RECOMMENDATION
Funding for this contract amendment is available in the State Transportation Tax Fund (Fund 127).

State Transportation Tax (Fund 127) .......................................................$250,000 Total construction amendment amount $250,000
No other funding is required, and no other projects will be delayed due to this expenditure.

Original Authorized Contract Amount (NTE) .........................................$1,974,009 This Amendment Amount ........................................................................$250,000 Amended Contract amount (New NTE) $2,224,009

CURRENT SITUATION AND ITS EFFECTS
The FY 2023 Retaining Wall and Storm Drain Improvement Project (the Project), Specification Nos. 23-11616-C & 23-11614-C, is currently under construction by Buhler Commercial. The Project is approximately 75 percent complete but has encountered unforeseen conditions that require additional work and funding.

Two significant site conditions were discovered during construction that were not apparent during the design phase:
 Subsurface groundwater was encountered at a shallower depth than anticipated during drilling of the cast-in-place pier foundations along Hilgard Avenue. The

Contract No. 32500124: Buhler Commercial CONSENT CALENDAR for FY 2023 Retaining Wall and Storm Drain Improvement Project January 27, 2026

presence of groundwater required the contractor to implement temporary steel casings to maintain hole stability, prevent soil caving, and safely complete the drilled pier installations. Although construction of the retaining wall has been successfully completed, the additional casing and drilling measures required to address the unexpected groundwater condition resulted in a substantial increase in construction costs.
 During excavation for the Upper Columbia Path staircase installation, the contractor exposed portions of an irregular rock outcrop that were not fully visible during design investigations. Once uncovered, it became clear that adjustments to the staircase profile were required to ensure a stable and constructible installation that accounts for existing geological features. These refinements reflect appropriate adjustments based on field-verified site conditions. This work is currently on hold, pending the Council approval of this contract amendment.

The Project requires $250,000 in additional funds to cover the costs associated with addressing these unforeseen site conditions. The work is critical to complete the Project safely and in accordance with current engineering standards.

BACKGROUND
On July 23, 2024, Council authorized Contract No. 32500124 with Buhler Commercial, the lowest responsive and responsible bidder, to construct the FY 2023 Retaining Wall and Storm Drain Improvement Project for a not-to-exceed amount of $1,974,009, which included a 10% contingency.

The Project includes several infrastructure repairs and improvements throughout various locations in the City, including storm drain maintenance hole upgrades, retaining wall replacements on Hilgard Avenue and La Loma Avenue, bridge abutment repairs at La Loma Bridge, pedestrian safety improvements at the Piedmont Avenue and Channing Way traffic circle, a new staircase at Upper Columbia Path, traffic calming improvements at the Woolsey Street and Eton Avenue intersection, and repairs to five existing concrete paths.

Prior to construction, the design team completed extensive due-diligence investigations at the project sites, including utility verification and exploratory borings to assess soil characteristics and the potential for groundwater. While these efforts provided critical baseline information, certain subsurface and geologic features such as the unexpectedly shallow groundwater encountered at Hilgard Avenue and the detailed configuration of the rock outcrop at the Upper Columbia Path staircase, could only be fully understood once excavation began. These field-verified conditions necessitated refinements to the planned construction approach.

Contract No. 32500124: Buhler Commercial CONSENT CALENDAR for FY 2023 Retaining Wall and Storm Drain Improvement Project January 27, 2026

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
This contract amendment will help ensure the successful completion of infrastructure repair and pedestrian improvement projects. The retaining wall and pathway improvements support the City's commitment to maintaining safe, accessible infrastructure that encourages walking and reduces reliance on vehicle transportation.

RATIONALE FOR RECOMMENDATION
The additional funding is necessary to address critical safety and structural requirements that emerged during construction and could not have been anticipated during the design phase.

ALTERNATIVE ACTIONS CONSIDERED
No alternative action was considered for this project. If the proposed contract amendment is not approved, the completion of these infrastructure improvements would be delayed, potentially creating safety hazards at the construction sites. The state funding is readily available for project completion in the appropriate fund, and is meant to cover this exact type of situation.

CONTACT PERSON
Wahid Amiri, Deputy Director, Public Works, (510) 981-6396 Terrence Salonga, Interim Supervising Civil Engineer, Department of Public Works, (510) 981-6447
Attachments:
1: Resolution

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

CONTRACT NO. 32500124 AMENDMENT: BUHLER COMMERCIAL FOR FY 2023

RETAINING WALL AND STORM DRAIN IMPROVEMENT PROJECT
WHEREAS, on July 23, 2024, by Resolution No. 71,455-N.S., the City Council authorized Contract No. 32500124 with Buhler Commercial for the FY 2023 Retaining Wall and Storm Drain Improvement Project, Specification Nos. 23-11616-C & 23-11614-C, in an amount not to exceed $1,974,009; and
WHEREAS, the City has neither the labor nor the equipment necessary to undertake this FY 2023 Retaining Wall and Storm Drain Improvement Project; and WHEREAS, unforeseen conditions were encountered during construction, including the discovery of groundwater during the installation of the Hilgard Avenue retaining wall piers requiring temporary steel casings and additional drilling to prevent soil collapse; and WHEREAS, field conditions at the Upper Columbia Path staircase revealed variations in the existing rock outcrop that required design modifications during construction to ensure proper integration with existing terrain; and
WHEREAS, this Contract has insufficient budget to complete the aforementioned additional work required to address these unforeseen site conditions; and WHEREAS, funding of $250,000 is available in the State Transportation Tax Fund (Fund 127).

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is authorized to execute an amendment to Contract No. 32500124 with Buhler Commercial for work on the FY 2023 Retaining Wall and Storm Drain Improvement Project, Specification Nos. 23-11616-C & 23-11614-C, increasing the contract amount by $250,000 for an amended total not to exceed $2,224,009. A record signature copy of said contract and any amendments will be on file in the Office of the City Clerk.

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

CONSENT CALENDAR
January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Paul Buddenhagen, City Manager
Submitted by: Terrance Davis, Director, Public Works
Subject: goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds

RECOMMENDATION
Adopt a Resolution concurring with the Public Works Department’s proposed strategies to implement near-term adjustments consistent with the goBerkeley Parking Management Program’s (Parking Program) goals to improve parking management and lessen traffic congestion and vehicle emissions; and to authorize the City Manager to proceed with public outreach and data collection for long-term strategies to address a declining fund balance in the Off-Street and Parking Meter funds.

SUMMARY
The Public Works Department has conducted a review of the Parking Program’s operational and financial status to address ongoing budgetary challenges and align with the City’s strategic goals. This report provides:
1) Off-Street and Parking Meter Fund revenues and expenses; 2) Near-term planned adjustments to the Parking Program; and 3) A roadmap for long-term changes to the Parking Program that may be presented for Council’s consideration in the future.

These strategies aim to strengthen the City’s financial position, optimize resource allocation, and support the City’s commitment to fiscal responsibility.

Near-Term Strategies
The near-term planned adjustments herein are consistent with the defined rate setting authority given to staff by Council in 2013 (Ordinance No. 7,305-N.S. Repeal and Re- enact Berkeley Municipal Code Chapter 14.52 to Establish Policies and Fee Schedule for On-Street Parking Meters to Enable the goBerkeley Pilot Program, adopted July 22, 2013). This authority provides a more responsive and flexible process by which staff may adjust parking rates to achieve optimal parking availability based on observed behavior. Near-term planned adjustments scheduled to go into effect on March 1, 2026, include:
 Parking meter rates for select parking meters will increase by $.50/hour to address parking demand (see Attachment 3);

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

 The minimum rate for parking meters Citywide will increase from $.50-.75/hour to $1.50/hour, which was the minimum rate for parking meters prior to the COVID- 19 Pandemic;
 Parking meters closest to California Memorial Stadium will have special event surcharge pricing of about 50% higher rates on Cal Football home game days (see Attachment 4);
 The hourly rate at the Telegraph-Channing Garage will increase by $1 for vehicles parked up to 4 hours, including replacing free parking for the first hour with a $1 fee; and increasing by $2 for vehicles parked more than 4 hours. In addition, the Early Bird, Evening, Overnight, and Lost Ticket rates will increase by $2-$4 (see Attachment 2, Table 3).
 The monthly rate for parking permits in the three City garages will increase by $20/month (see Attachment 5); and
 Having exhausted the monthly permit request backlog, increasing the number of monthly parking permits issued in all three City garages by a total of 31 permits.

Long-Term Strategies
This report also provides a road map for long-term changes to the Parking Program.

Long-term changes could include, but are not limited to, the following:
 Extend parking meter operating hours from 6 p.m. up to 8 p.m. Citywide;  Operating parking meters and parking enforcement on Sundays;  Installing parking meters in commercial areas where they currently do not exist;  Replacing existing pay stations that accept coins or cards with newer versions that accept tap-to-pay (or mobile) payment options only; and  Update the Schedule of Parking Violations and Fines.
 Increase advertising efforts to surrounding businesses and educational institutions to attract additional users.

This resolution does not seek City Council’s approval to implement any of the above long-term strategies. Instead, these long-term strategies are introduced to inform Council of the intention to proceed with data collection and public outreach to inform the potential for these changes.

The long-term strategies would subsequently be considered by Council prior to implementation; they require amendments to the Berkeley Municipal Code.

FISCAL IMPACTS OF RECOMMENDATION
As shown in Figure 5 under “Combined Parking Fund Financial Status and Outlook,” below, the combined parking fund balance is projected to be negative by the end of Fiscal Year (FY) 2026. The near-term strategies included in this report are expected to increase annual revenue starting in FY 2027, by approximately $660,000; however, even with implementation of these near-term strategies, the combined parking fund balance is projected to be over $2,000,000 in deficit by the end of FY 2027. Therefore,

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

implementation of some or all long-term strategies is also needed, which could increase annual revenue by up to $2,000,000 and would set the parking funds on a path to fiscal sustainability.

Cost reduction strategies implemented in mid-2025 are anticipated to save the City about $195,000 starting in FY 2026.

CURRENT SITUATION AND ITS EFFECTS
The “Parking Funds” consist of two enterprise funds, the Off-Street Parking Fund (Fund 627) and the Parking Meter Fund (Fund 631). Enterprise funds are used to finance and account for the operation and maintenance of parking facilities and services that are predominately self-supported by user charges.

Off-Street Parking Fund Revenue
The City owns three garages (Center Street Garage, Oxford Garage, and Telegraph Channing Garage). In FY 2025, total revenue from the garages was $5,422,631, up 1% from FY 2024, with parking revenue from the Center Street and Telegraph Channing garages comprising 84% of the total revenue (see Figure 1). The remaining 16% of revenue was rent from retail spaces in the Telegraph Channing Garage, parking fees from the Oxford Garage, and electric vehicle charging. Revenue is expected to slightly increase each year through FY 2028.

Figure 1: Off-Street Parking Fund Revenue in FY 2025 (Total = $5,422,631) Off-Street Parking Fund Expenses
As shown in Figure 2, expenses in the Off-Street Parking Fund include payments to vendors such as LAZ Parking ($2,617,827 in FY 2025) who operates the three garages, and SKIDATA ($544,299 in FY 2025), who provides and maintains the software, hardware, and associated IT support for tracking and managing vehicle entry, exit, payment, and the display of available parking spaces. Other expenses paid out of the Off-Street Parking Fund include utilities, maintenance, bank fees, and other miscellaneous fees. Note that debt service payments for the 2016 Revenue Bond to Center
Street
Garage,
$2,943,539
Telegraph/Chann
ing
Garage, $1,627,467
Telegraph/Chann
ing
Mall Rents and
Utilities, $308,559
Oxford Garage,
$450,
082
Other, $92,984

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

fund replacement of the Center Street Garage are about $1,911,050 annually ($870,000 for principal and $1,041,050 for interest) and are typically paid out of the Off-Street Parking Fund. However, debt service obligations are a financing cost and reported separately in financial statements from operating costs. Therefore, for the purposes of this report they are not included in Figure 2. Annual bond payments will occur until 2046.

Figure 2: Off-Street Parking Fund Operating and Maintenance Expenses in FY 2025 (Total = $4,433,293)
Parking Meter Fund Revenues
Parking Meter revenue is generated through payments made by hourly parkers using “pay and display” or “pay by plate” parking meters, as well as single space parking meters or the ParkMobile App. This enterprise fund pays for the maintenance, collection, capital, and enforcement of parking meters. The Parking Meter Fund is the secondary surety for the 2016 Revenue Bond for the Center Street Garage Reconstruction Project. Total parking meter revenue in FY 2025, was $8,460,385, down 5% from FY 2024, due to lost revenue from Gig Car Share ceasing operations in FY 2025, and a lower number of paid parking spaces overall. Paid parking spaces are declining due to the implementation of safety improvements and multimodal corridor projects that use parking spaces for other purposes, such as bike lanes or bus-only lanes. As shown in Figure 3, parking meters and pay stations comprise the vast majority of Parking Meter Fund revenue (about 99%), with other revenues coming from Gig Car Share (referred to as One-Way Car Share in Figure 3) before they ceased operations, and fees from contractors who purchase no parking permits for construction staging.

Personnel,
$626,201
LAZ,
$2,617,
827
Other Non-Personnel
(SKIDATA, F
acilities Maint.,
Bank Fees, Utilities, Misc.,
$1,189,265

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

Figure 3: Parking Meter Fund Revenues in FY 2025 (Total = $8,796,188) Parking Meter Fund Expenses
Expenses paid out of the Parking Meter Fund generally include four categories of expenses: Public Works parking personnel, Public Works non-personnel parking costs, Police Department parking personnel, and Police Department non-personnel (see Figure 4). As shown in the chart, personnel expenses (Public Works and Police Department) comprise two-thirds of total expenses and non-personnel expenses are about one-third. Large non-personnel expenses include payments to IPS, the City’s parking meter and pay station supplier and operator, Route 1, the City’s automated license plate reader vendor, Turnstone Data, Inc., who provides occupancy information for on-street meters and pay stations, and Dixon Resources Unlimited, who provides parking policy consulting services to the City.

Parking Meter Fund Capital Renewal
In FY 2024-FY 2025, the City purchased 50 new pay stations for approximately $380,000 and automated license plate readers for approximately $42,000 to replace failing equipment. The remaining 175 pay stations and approximately 2,000 parking meters are also past their useful lifespan and are in need of replacement, which would cost about $2,300,000. Deferring replacement could lead to meters out of service and potential revenue loss. Like debt service payments for the Center Street Garage, these capital renewal costs should be paid from the fund. However, existing fund projections for the Parking Funds will make future debt service and deferred maintenance payments challenging.
$8,597,501
$160,
169 $38,517
Meters Construction - No Parking Permits Gig Car Share

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

Figure 4: Parking Meter Fund Operating and Maintenance Expenses in FY 2025 (Total = $7,621,818)
Combined Parking Fund Financial Status and Outlook
As stated above, the Off-Street Parking Fund pays the 2016 Revenue Bond for the debt incurred to construct the Center Street Garage, and the Parking Meter Fund is the backstop for bond-related payments. Therefore, both parking fund revenues and expenses are combined for the purposes of determining the “health” of the parking fund.

As shown in Figure 5, while annual operating revenues exceed operating expenses for both parking funds, the combined parking fund balance is declining due to capital expenses, loss of meters due to streetscape projects, debt payments, and annual transfers; and is projected to be negative in FY 2026. It should be noted that the combined balance includes capital expenses to replace approximately 175 pay stations and 2,000 single space meters that are past their useful lifespan; as well as debt service payments for the 2016 Revenue Bond and annual transfers. Figure 5 includes the near- term revenue enhancement and cost reduction strategies introduced above and detailed below. As shown in Figure 5, the strategies are necessary to avoid completely depleting the fund balance by the end of FY 2026, which is needed to cover operational and maintenance costs, ongoing bond payments and capital renewal needs. $2,479,351
$2,816,
029
$1,606,149
$720,289
PW Personnel Police P
ersonnel (PEO)
PW Non-Personnel Police Non-Personn
el

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

Figure 5: Combined Parking Fund Balance with Implementation of Near-Term Strategies (FY25-31)
Near-Term Strategies to Address a Forecasted Deficit
Near-term strategies partially address ongoing budgetary challenges and align with the goals of the Parking Program; however, these strategies do not completely close the budget shortfall and implementation of some or all long-term strategies below are necessary. While near-term strategies are anticipated to go into effect March 1, 2026, long-term strategies would not be implemented until FY 2027.

Near- and long-term strategies include a combination of changes to the on-street paid parking program (meters) and the off-street facilities (garages) and include:
 Increase parking meter rates for select parking meters to address high parking demand: consistent with the defined rate setting authority given to staff by Council in 2013, staff may adjust parking rates to achieve optimal parking availability based on observed behavior (Ordinance No. 7,305-N.S. Repeal and Re-enact Berkeley Municipal Code Chapter 14.52 to Establish Policies and Fee Schedule for On-Street Parking Meters to Enable the goBerkeley Pilot Program, adopted July 22, 2013). There are 29 blocks in the Parking Program whose -$2,898,
901
-$4,254,863-$4,965,
134
-$5,713,
515
-$6,503,
723
-$7,339,
739
-$8,225,829
$4,815,716 $4,855,037
$4,143,275
$3,320,
330
$3,078,
710
$3,010,563
$2,807,
674
$1,916,815
$600,174
-$821,
860
-$2,393,
185
-$3,425,
014
-$4,329,
176
-$5,418,155
-$10,000,000
-$8,000,
000
-$6,000,
000
-$4,000,
000
-$2,000,
000
$0
$2,000,000
$4,000,000
$6,000,000
FY25 FY26 FY27 FY28 FY29 FY30 FY31
Off-Street Fund (627) Balance Parking
Meter Fund (631) Balance
Combined Fund Balance

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

average occupancy exceeded 85% from August 1, 2025-October 31, 2025.

Rates on these blocks will increase by $.50/hour. These adjustments are estimated to generate $70,000 in additional annual revenue (refer to Attachment 3 for rate increases by block)
 Increasing base hourly fee for parking meters citywide to pre-COVID-19 levels: increasing the minimum hourly rate from $.50/hour or $.75/hour to $1.50/hour, or to pre-COVID-19 levels is estimated to generate $210,000 in additional annual revenue.
 Special event rates: charging a 50% surcharge for meters near California Memorial Stadium on Cal Football game days would generate an estimated $80,000 in additional annual revenue (see Attachment 4).  Increase hourly rates for the Telegraph-Channing Garage: the hourly rate at the Telegraph-Channing Garage will increase by between $1-$4, including replacing the first hour free parking with a $1 fee (see Attachment 2, Table 4).

These changes are estimated to generate $150,000 in additional annual revenue.
 Increase number and price for monthly parking permits in the three garages: Estimated to generate $150,000 in additional annual revenue (see Attachment 5).

Long-Term Strategies
Long-term strategies require subsequent Council approval because they would amend the Berkeley Municipal Code and would be implemented in FY 2027 or later, if adopted by the Council. Staff intend to proceed with data collection and public outreach for the strategies below during the second half of FY 2026, and, if feasible, some or all of these strategies would be brought to Council for consideration in early FY 2027.  Extend meter operating hours from 6 p.m. up to 8 p.m.: data collected on September 4, 2025, between the hours of 6-8 p.m. shows that many blocks in the Parking Program exceed the target occupancy range of 65%-85%. When parking occupancy exceeds 85%, other negative externalities are experienced such as increased emissions and traffic congestion from cars circling looking for parking.

Therefore, extending meter operating hours would help achieve the goals of the Parking Program, including increasing parking availability, reducing traffic congestion and air pollution, and improving the safety of those who walk, bike, and drive. This strategy is estimated to generate $1,300,000 in additional annual revenue.

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

 Operating meters and parking enforcement on Sundays: This approach is estimated to generate $1,250,000 in additional annual revenue, or a net increase of about $350,000 after subtracting additional parking enforcement costs.  Installing meters in commercial areas where they currently do not exist:

Assuming only half of the identified blocks would ultimately have meters installed (about 12 out of 25 block faces identified for further study), this strategy would yield about $300,000 in additional net annual revenue.
 Replacing existing pay stations that accept coins or cards with newer versions that accept tap-to-pay (or mobile) payment options only: this strategy would result in labor cost reductions as fewer meter collectors and mechanics would be needed to service machines that have fewer parts and no coins, but these cost savings are too speculative to estimate at this time.  Update the Schedule of Fines and Late Payment Penalties for Parking Violations: this strategy does not directly affect either the Off-Street or Parking Meter Funds because parking citation revenue is deposited into the General Fund; however, parking enforcement is a critical component of the overall Parking Program and thus modernizing the schedule supports a healthy parking program.

Implementation of long-term strategies in FY 2027, in addition to near-term strategies in FY 2026, would improve the health of the parking funds substantially. As shown in Figure 6, implementation of all near- and long-term strategies quantified above would result in a positive combined balance starting in FY 2026 through FY 2031.

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

Figure 6: Combined Parking Fund Balance with Implementation of Near- and Long- Term Strategies (FY25-31)
Comparison to Other Cities
A comparison to other Bay Area city’s meter operating hours is included below in response to a question from a Councilmember during the Budget & Finance Committee Meeting on October 28, 2025.

Oakland operates meters from 8 a.m. to 6 p.m. Monday to Saturday, and on Sundays from noon to 6 p.m. In San Francisco, meters operate from 9 a.m. to 6 p.m. Monday to Saturday, except near Fisherman's Wharf, Embarcadero, and around Chase Center/Oracle Park where they operate on Sunday’s and until 10 p.m. when there are events. In Emeryville, meters operate from 9 a.m. to 5 p.m. Monday to Friday.

Cost Reduction Measures
Cost reduction measures listed below were implemented in Fall 2025. These include:
-$2,898,901
-$4,254,
863
-$4,965,134
-$5,713,515-$6,503,723-$7,339,
739-$8,225,829
$4,815,
716 $4,855,
037
$6,093,275
$7,259,
330
$9,046,
490
$11,047,699
$12,955,552
$1,916,
815
$600,
174
$1,128,140
$1,545,
815 $2,542,
766
$3,707,
960
$4,729,
723
-$10,000,000
-$5,000,
000
$0
$5,000,
000
$10,000,000
$15,000,000
FY25 FY26 FY27 FY28 FY29 FY30 FY31
Off-Street Fund (627) Balance Parking
Meter Fund (631) Balance
Combined Fund Bala
nce

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

 Hiring freeze: Parking Services has a vacant Administrative Office Specialist II position, which saves the city about $105,000 per year if it were to remain vacant.
 Reduce garage staffing expenses: reduce vendor expenses related to security staffing at the Center Street Garage. Security staffing will be reduced from two shifts to one shift per day and additional shifts will be added on an as-needed basis to support scheduled events. Staff from LAZ, the City’s garage operator, will support their subcontractor’s security staff when needed to provide an acceptable level of service. This measure is anticipated to result in approximately $90,000 annual savings.

Ensuring the parking funds have a positive balance is consistent with the City’s Strategic Plan, advancing our goals to
 provide state-of-the-art, well-maintained infrastructure, amenities, and facilities; and
 provide an efficient and financially-health City government.

BACKGROUND
As shown in Figure 5 above, the combined parking fund balance is declining and is projected to be negative in FY 2026. Therefore, a combination of additional revenues and cost reduction measures are needed to increase net operating cash flow which increases the fund balance. Fund balance is used to cover capital expenditures and ongoing debt service payments for the 2016 Revenue Bond which funded the reconstruction of the Center Street Garage.

GoBerkeley Parking Program
The city uses paid on-street and garage parking spaces to serve and manage parking demand, particularly in commercial areas where parking availability and turnover are critical for visitor access and convenience. The City’s demand-responsive paid parking program is referred to as the “goBerkeley Parking Program”. The goBerkeley Parking Program consists of about 230 pay stations, 2,540 parking meters, and three City- owned garages. Total revenue under the program was about $14,000,000 in FY 2024, with about $9,000,000 deposited into the Parking Meter Fund (631) and approximately $5,423,000 deposited into the Off-Street Parking Fund. As shown in Figures 2 and 4, above, total Off-Street Parking Fund operating and maintenance expenses in FY 2025 were $4,433,293 and total Parking Meter Fund expenses of $7,621,818 in FY 2025.

Combined goBerkeley Parking Program operating and maintenance expenses were $12,055,111 in FY 2025, excluding debt service payments.

Residential Preferential Parking (RPP) Program
The RPP Program was instituted in 1980 to accomplish the following:
1) protect Berkeley residential neighborhoods from an influx of non-resident vehicles and related traffic;

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

2) assure continued quality of life for residents; and
3) provide neighborhood parking for residents. In most areas, RPP limits parking for vehicles not displaying an RPP permit to two hours, and reserves available daytime parking for residents, from 8 a.m.-7 p.m. Monday through Friday, and on some blocks, Saturdays.

The RPP Program is not established as a separate “enterprise fund,” however, it does provide services that are expected to be self-supported by user charges. The RPP Program revenues are currently deposited into the General Fund while the costs are paid from a combination of primarily the Parking Meter Fund and the General Fund.

Figure 7 below shows Program revenues from permit sales over the past five years.

Permit sales increased from about $730,000 in 2020 to about $930,000 in 2021 and have been relatively stable between $940,000-$955,000 from 2022-2024.

Figure 7: Total RPP Permit Sales (2020-2024 Average = $901,838)

As shown in Figure 8, Program costs are predominantly personnel costs (89% of total Program costs) across multiple City departments or divisions, including the Police Department (76%) and Public Works (13%). The remaining 11% of costs are vendor costs related to the parking management system and parking enforcement vehicles used by the Police Department’s 21 Parking Enforcement Officers. $731,037
$928,437 $941,724 $955,947 $952,044
$0
$200,
000
$400,
000
$600,
000
$800,
000
$1,000,000
$1,200,000
2020 2021 2022 2023 2024
Total RPP Permit Sales

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

Figure 8: Total RPP Program Estimated Expenses (Total = $4,120,000)

On June 24, 2025, City Council approved increasing RPP Program fees for the FY 2027 permit year to make progress in addressing the gap between RPP Program revenue and expenses (Resolution No. 71,839-N.S. Regarding Preferential Parking Program Permit Fees, June 24, 2025). The FY 2027 fee increase is expected to bring in about $300,000 in additional revenue in FY 2027. Staff anticipate returning to Council with another RPP Program permit fee increase in 2026 for FY 2028 permits that would include a modified fee structure whereby the first residential permit at a particular address is the least expensive and the third permit (or fourth, if granted a waiver), is the most expensive.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
In general, parking supports driving by dedicating curb space to car storage rather than alternative modes such as transit, walking, or biking. Free parking encourages overuse, but charging fees for parking can manage demand and reduce fuel consumption and congestion caused by drivers circling the block searching for parking.

RATIONALE FOR RECOMMENDATION
This recommendation would increase revenue streams and implement cost-saving measures without significant new investments or reductions in service quality. These strategies would strengthen the City’s financial position with respect to the “health” of the parking funds, helping to enhance parking revenues to cover all program costs including capital renewal and debt service. Without these measures, there is potential for the combined parking fund balance to be negative requiring a monetary transfer from the General Fund to the Parking Meter Fund.

ALTERNATIVE ACTIONS CONSIDERED
76%
13%
6% 5% Personnel
Personnel
Non-Personnel
Non-Personnel

goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds CONSENT CALENDAR January 27, 2026

Staff considered other strategies such as advertising opportunities and reusing garages for other uses besides parking but determined these strategies would require additional personnel or capital investment and will be explored further in the future. Staff continue to evaluate the parking programs and their assets and expect to bring periodic recommendations to Council in the future.

CONTACT PERSON
Wahid Amiri, Deputy Director, Public Works, (510) 919-4502 Mark Helmbrecht, Transportation Manager, Public Works, (510) 981-6403 Scott Artis, Parking Services Manager, Public Works, (510) 981-7786 Elliott Schwimmer, Senior Planner, Public Works, (510) 981-7066 Attachments:
1: Resolution
2: City Council Notification Report
3: Planned Rate Changes for goBerkeley Parking Program Areas/Blocks 4: Cal Football Game Day Surcharge Meter Map
5: Proposed Changes to Monthly Garage Parking Permits

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

PARKING FUNDS: REVENUE ENHANCEMENT AND COST REDUCTION STRATEGIES

TO ADDRESS A FORECASTED DEFICIT
WHEREAS the Off-Street Parking Fund (627) is an Enterprise Fund used for capital, operation, and maintenance of off-street parking facilities (garages); and WHEREAS the Parking Meter Fund (631) is an Enterprise Fund that earns revenue through parking meter or mobile application payments made by parkers to provide the funding for the maintenance, collection, capital, and enforcement of parking meters; and WHEREAS, the City issued a revenue bond in 2016 to fund the replacement of the Center Street Garage, which requires City repayment of about $1,911,050 annually ($870,000 for principal and $1,041,050 for interest) until 2046; and WHEREAS the Off-Street and Parking Meter funds have historically paid the annual debt service payments for the Center Street Garage dating back to issuance of the bond in 2016; and
WHEREAS, prior to the COVID-19 Pandemic, the combined parking funds maintained a positive fund balance; and
WHEREAS, parking meter rates and garage rates are authorized to change periodically based on demand under the goBerkeley Program Guidelines which includes defined rate setting authority given to staff by Council in 2013 (Ordinance No. 7,305-N.S. Repeal and Re-enact Berkeley Municipal Code Chapter 14.52 to Establish Policies and Fee Schedule for On-Street Parking Meters to Enable the goBerkeley Pilot Program, adopted July 22, 2013, and while parking meter rates were last changed in summer 2025, garage rates have not changed since 2018; and
WHEREAS, overall parking revenue declined between FY 2024 and FY 2025 due to Gig Car Share ceasing operations in FY 2025; a lower number of paid parking spaces overall due to implementation of the Assembly Bill 413, California’s Daylighting Law; and multimodal corridor projects such as Southside Complete Streets that use parking spaces for other purposes, such as bike lanes or bus-only lanes; and WHEREAS, since the COVID-19 Pandemic, excluding one-time American Rescue Plan Act of 2021 budget transfers, the combined balance of the Off-Street Parking Fund and Parking Meter Fund is declining and is projected to be negative in FY 2026; and WHEREAS a combination of additional revenues and cost reduction measures are needed to create a positive fund balance in the future to cover capital expenditures, rising

January 27, 2026

operational and maintenance costs, and ongoing debt service payments for the 2016 Revenue Bond which funded the reconstruction of the Center Street Garage.

NOW THEREFORE, BE IT RESOLVED, that the City Manager is directed to proceed with near-term revenue enhancement and cost reduction strategies that align with the goBerkeley Parking Program Guidelines, including increasing parking meter rates for select parking meters to address parking demand; increasing the minimum rate for parking meters Citywide from $.50-.75/hour to $1.50/hour, the minimum rate prior to the COVID-19 Pandemic; implementing surcharge pricing for parking meters closest to California Memorial Stadium on Cal Football home game days; increasing the rates at the Telegraph-Channing Garage by $1-$4; increasing the monthly rate for parking permits in the three City garages by $20/month; and increasing the number of monthly parking permits issued in all three City garages will increase by a total of 31 permits, consistent with the defined rate setting authority given to staff by Council in 2013, (Ordinance No. 7,305-N.S. Repeal and Re-enact Berkeley Municipal Code Chapter 14.52 to Establish Policies and Fee Schedule for On-Street Parking Meters to Enable the goBerkeley Pilot Program, adopted July 22, 2013).

BE IT FURTHER RESOLVED that the City Manager is authorized to proceed with data collection and public outreach for long-term strategies that align with the goBerkeley Parking Program Guidelines, including extending meter operating hours from 6 p.m. to 8 p.m. citywide; extending meter operating hours and parking enforcement to Sundays; installing meters in select commercial areas where they currently do not exist; replacing existing pay stations that accept coins or cards with newer versions that accept tap-to- pay (or mobile) payment options only; and updating the Schedule of Fines and Late Payment Penalties for Parking Violations.

Attachment 2: City Council Notification Report

PARKING CHANGES
The following seven tables represent the standard notification requirement for each goBerkeley Parking Program change.

1. Types of Parking Affected

X ON-STREET METERS X GARAGES LOTS

2. Dates
Date of Proposed Change Date of Previous Change Days/Years Between Change
March 1, 2026 July 20, 2025 (meters
only) Approximately 8 months

3. Areas Affected
Area Name
Garages
Center Street Garage
Telegraph-Channing Garage
Oxford Garage
Meters
4th Street Premium
Alta Bates
Downtown Premium
North Shattuck Premium
Rockridge Premium
San Pablo South Value
Solano Premium
Southside/Telegraph Premium
Southside/Telegraph Value

4. Rate Changes

Area Name Area Zone Time of Day Existing
Rate
Proposed
Rate
Change
Garages
Center
Street
Garage
N/A Monthly $250 $270 + $20/month
N/A Up to 1 hour Free $1 + $1
N/A 1-3 hours $1/hr $3/hr Up to + $6
N/A 4+ hours $16 $20 + $2
N/A Early bird
rate
(Weekdays,
enter by
9am, exit by
6pm)
$9 $11 + $2
N/A Evening flat
rate (Enter
after 8pm
and exit by
closing)
$4 $5 + $1
N/A Overnight $16/night $20 + $4
N/A Lost ticket $16 $20 + $4
N/A Special
event $55 $60 N/A
N/A Disabled
parking Free Free N/A
Telegraph-
Channing
Garage
N/A Monthly $170 $190 + $20/month
Oxford
Garage
N/A Monthly $170 $190 + $20/month
Meters
See Attachment 3

5. Time Limit Changes
Area Name Area Zone Existing Proposed
No changes recommended

6. Hours of Operation
Area Name Area Zone Existing Change
No changes recommended
7a. Parking Meter Occupancy
See Attachment 3

7b. Parking Garage Occupancy
Figure 1: Center Street Garage Average Occupancy, August 1-October 31, 2025

Figure 2: Telegraph-Channing Garage Average Daily Occupancy, August 1-October 31, 2025

Figure 3: Oxford Garage Average Daily Occupancy, August 1-October 31, 2025

Attachment 3: Planned Rate Changes for goBerkeley Parking Program Areas/Blocks Note: the goBerkeley Parking Program’s target parking occupancy on each block is 65%-85%. In the table below, rates will be increased by $.50 per hour for blocks that exceed 85% occupancy between August 1, 2025 to October 31, 2025. In the column “Occupancy Target,” “Under” = 0%-64%; “Target” = 65%-84%; and “Above” = 85%+.

Zone/Block Occupancy
Occupancy
Target
Existing
Rate ($)
Proposed
Rate ($)
4th Street Premium 87% Above 3.5 4
Fourth Street, between Hearst Avenue and Virginia Street 89% Above 3.5 4 Fourth Street, between University Avenue and Hearst Avenue 51% Under 3.5 4 Fourth Street, between Virginia Street and Hearst Avenue 89% Above 3.5 4 Hearst Avenue, between Fifth Street and Fourth Street 105% Above 3.5 4 Hearst Avenue, between Fourth Street and Fifth Street 105% Above 3.5 4 Hearst Avenue, between Fourth Street and Second Street 78% Target 3.5 4 Hearst Avenue, between Second Street and Fourth Street 89% Above 3.5 4 4th Street Value 35% Under 0.5 1.5
Addison Street, between Fifth Street and Fourth Street 55% Under 0.5 1.5 Addison Street, between Fourth Street and Second Street 20% Under 0.5 1.5 Amtrak-Under University Ave Overpass 45% Under 0.5 1.5
Eighth Street, between Hearst Avenue and University Avenue 42% Under 0.5 1.5 Eighth Street, between University Avenue and Addison Street 18% Under 0.5 1.5 Fifth Street, starting at University Avenue 20% Under 0.5 1.5 Fourth Street, between Addison Street and University Avenue 30% Under 0.5 1.5 Fourth Street, between University Avenue and Addison Street 24% Under 0.5 1.5 Seventh Street, between Addison Street and University Avenue 29% Under 0.5 1.5 Sixth Street, between Addison Street and University Avenue 45% Under 0.5 1.5 University Avenue, between Eighth Street and Seventh Street 41% Under 0.5 1.5 University Avenue, between Fifth Street and Fourth Street 60% Under 0.5 1.5 University Avenue, between Fourth Street and Fifth Street 15% Under 0.5 1.5 University Avenue, between Seventh Street and Eighth Street 21% Under 0.5 1.5 University Avenue, between Sixth Street and Seventh Street 18% Under 0.5 1.5 University Avenue, ending at Fifth Street 44% Under 0.5 1.5 University Avenue, ending at Sixth Street 32% Under 0.5 1.5 University Avenue, starting at Fifth Street 36% Under 0.5 1.5

Adeline/Shattuck Premium 29% Under 1.5 1.5
Oregon Street, between Adeline Street and Shattuck Avenue 37% Under 1.5 1.5 Oregon Street, between Shattuck Avenue and Adeline Street 46% Under 1.5 1.5 Shattuck Avenue, between Ashby Avenue and Russell Street 43% Under 1.5 1.5 Shattuck Avenue, between Oregon Street and Russell Street 41% Under 1.5 1.5 Shattuck Avenue, between Oregon Street and Stuart Street 47% Under 1.5 1.5 Shattuck Avenue, between Russell Street and Ashby Avenue 35% Under 1.5 1.5 Shattuck Avenue, between Russell Street and Oregon Street 47% Under 1.5 1.5 Shattuck Avenue, between Stuart Street and Oregon Street 19% Under 1.5 1.5 Shattuck Avenue, between Ward Street and Derby Street 7% Under 1.5 1.5 Shattuck Avenue, ending at Stuart Street 16% Under 1.5 1.5 Shattuck Avenue, ending at Ward Street 31% Under 1.5 1.5 Shattuck Avenue, starting at Stuart Street 29% Under 1.5 1.5 Stuart Street, between Adeline Street and Shattuck Avenue 13% Under 1.5 1.5 Stuart Street, between Shattuck Avenue and Adeline Street 17% Under 1.5 1.5 Stuart Street, ending at Shattuck Avenue 30% Under 1.5 1.5 Stuart Street, starting at Shattuck Avenue 13% Under 1.5 1.5 Adeline/Shattuck Value 39% Under 1 1
Adeline St 59% Under 1 1
Adeline St, Between Stuart St and Oregon St 40% Under 1 1 Adeline St, Between Stuart St and Shattuck Ave 6% Under 1 1 Adeline Street, between Emerson Street and Ashby Avenue 34% Under 1 1 Adeline Street, between Essex Street and Emerson Street 43% Under 1 1 Adeline Street, between Russell Street and Ashby Avenue 68% Target 1 1 Adeline Street, between Russell Street and Oregon Street 37% Under 1 1 Adeline Street, ending at Russell Street 27% Under 1 1
Alta Bates 119% Above 1.5 2
Regent Street, between Webster Street and Ashby Avenue 124% Above 1.5 2 Regent Street, ending at Webster Street 111% Above 1.5 2 Regent Street, starting at Ashby Avenue 123% Above 1.5 2 Center Street Garage 27% Under 3 3
Center Street Garage Zone 27% Under 3 3
Claremont Premium 55% Under 2.5 2.5
Ashby Avenue, between Claremont Avenue and Domingo Avenue 54% Under 2.5 2.5

Claremont Avenue, between Russell Street and Claremont Boulevard 52% Under 2.5 2.5 Claremont Avenue, ending at Russell Street 54% Under 2.5 2.5 Domingo Avenue, ending at Tunnel Road 54% Under 2.5 2.5 Domingo Avenue, starting at Tunnel Road 62% Under 2.5 2.5 Downtown Premium 63% Under 3.5 3.5
2200 Harold Way 73% Target 3.5 3.5
Addison Street, between Kala Bagai Way and Oxford Street 55% Under 3.5 3.5 Addison Street, between Martin Luther King Junior Way and Milvia Street 64% Under 3.5 3.5
Addison Street, between Milvia Street and Shattuck Avenue 60% Under 3.5 3.5 Addison Street, between Oxford Street and Kala Bagai Way 65% Under 3.5 3.5 Addison Street, between Shattuck Avenue and Milvia Street 63% Under 3.5 3.5 Addison Street, starting at Martin Luther King Junior Way 59% Under 3.5 3.5 Addison Street, starting at Milvia Street 64% Under 3.5 3.5 Allston Way, between Harold Way and Shattuck Avenue 77% Target 3.5 3.5 Allston Way, between Martin Luther King Junior Way and Milvia Street 64% Under 3.5 3.5 Allston Way, between Milvia Street and Harold Way 70% Target 3.5 3.5 Allston Way, between Milvia Street and Martin Luther King Junior Way 60% Under 3.5 3.5 Allston Way, between Oxford Street and Shattuck Avenue 63% Under 3.5 3.5 Allston Way, between Shattuck Avenue and Milvia Street 63% Under 3.5 3.5 Allston Way, between Shattuck Avenue and Oxford Street 62% Under 3.5 3.5 Bancroft Way, starting at Shattuck Avenue 66% Target 3.5 3.5 Berkeley Way, between Milvia Street and Shattuck Avenue 62% Under 3.5 3.5 Berkeley Way, between Oxford Street and Shattuck Avenue 63% Under 3.5 3.5 Berkeley Way, between Shattuck Avenue and Henry Street 61% Under 3.5 3.5 Berkeley Way, between Shattuck Avenue and Walnut Street 70% Target 3.5 3.5 Bonita Avenue, starting at University Avenue 77% Target 3.5 3.5 Center Street, between Kala Bagai Way and Oxford Street 65% Under 3.5 3.5 Center Street, between Milvia Street and Martin Luther King Junior Way 61% Under 3.5 3.5
Center Street, between Milvia Street and Shattuck Avenue 84% Target 3.5 3.5 Center Street, between Shattuck Avenue and Milvia Street 64% Under 3.5 3.5 Center Street, ending at Milvia Street 64% Under 3.5 3.5 Harold Way, between Allston Way and Kittredge Street 74% Target 3.5 3.5 Hearst Avenue, between Oxford Street and Walnut Street 49% Under 3.5 3.5

Kala Bagai Way, between Addison Street and Center Street 56% Under 3.5 3.5 Kala Bagai Way, Between University Ave and Addison St 66% Target 3.5 3.5 Kittredge Street, between Fulton Street and Shattuck Avenue 39% Under 3.5 3.5 Kittredge Street, between Harold Way and Milvia Street 63% Under 3.5 3.5 Kittredge Street, between Shattuck Avenue and Fulton Street 69% Target 3.5 3.5 Kittredge Street, ending at Shattuck Avenue 62% Under 3.5 3.5 Martin Luther King Junior Way, Between Addison St and Center St 53% Under 3.5 3.5 Martin Luther King Junior Way, Between Center St Allston Way 52% Under 3.5 3.5 Milvia Street, between Addison Street and Center Street 62% Under 3.5 3.5 Milvia Street, between University Avenue and Addison Street 77% Target 3.5 3.5 Oxford Street, between Allston Way and Kittredge Street 69% Target 3.5 3.5 Oxford Street, between Center Street and Allston Way 52% Under 3.5 3.5 Oxford Street, between Hearst Avenue and Berkeley Way 68% Target 3.5 3.5 Oxford Street, between The Crescent and University Avenue 51% Under 3.5 3.5 Oxford Street, between University Avenue and Addison Street 25% Under 3.5 3.5 Oxford Street, between University Avenue and Hearst Avenue 55% Under 3.5 3.5 Oxford Street, ending at The Crescent 52% Under 3.5 3.5 Shattuck Avenue, between Allston Way and Kittredge Street 67% Target 3.5 3.5 Shattuck Avenue, between Bancroft Way and Kittredge Street 64% Under 3.5 3.5 Shattuck Avenue, between Berkeley Way and Hearst Avenue 81% Target 3.5 3.5 Shattuck Avenue, between Berkeley Way and University Avenue 85% Target 3.5 3.5 Shattuck Avenue, between Hearst Avenue and Berkeley Way 86% Above 3.5 4 Shattuck Avenue, between Kittredge Street and Allston Way 69% Target 3.5 3.5 Shattuck Avenue, between Kittredge Street and Bancroft Way 61% Under 3.5 3.5 Shattuck Avenue, between University Avenue and Addison Street 67% Target 3.5 3.5 Shattuck Avenue, between University Avenue and Berkeley Way 86% Above 3.5 4 University Avenue, between Bonita Avenue and Martin Luther King Junior Way 64% Under 3.5 3.5
University Avenue, between Bonita Avenue and Milvia Street 127% Above 3.5 4 University Avenue, between Kala Bagai Way and Oxford Street 42% Under 3.5 3.5 University Avenue, between Martin Luther King Junior Way and Bonita Avenue 48% Under 3.5 3.5
University Avenue, between Milvia Street and Bonita Avenue 66% Target 3.5 3.5 University Avenue, between Milvia Street and Shattuck Avenue 64% Under 3.5 3.5 University Avenue, between Shattuck Avenue and Milvia Street 60% Under 3.5 3.5

University Avenue, between Walnut Street and Shattuck Avenue 73% Target 3.5 3.5 Walnut Street, between Berkeley Way and University Avenue 20% Under 3.5 3.5 Walnut Street, starting at University Avenue 25% Under 3.5 3.5 Downtown Value 51% Under 3.5 3.5
Channing Way, between Shattuck Avenue and Milvia Street 57% Under 3.5 3.5 Durant Avenue, between Fulton Street and Shattuck Avenue 66% Target 3.5 3.5 Durant Avenue, between Shattuck Avenue and Fulton Street 68% Target 3.5 3.5 Durant Avenue, between Shattuck Avenue and Milvia Street 59% Under 3.5 3.5 Durant Avenue, ending at Shattuck Avenue 51% Under 3.5 3.5 Dwight Way, between Fulton Street and Shattuck Avenue 43% Under 3.5 3.5 Dwight Way, between Milvia Street and Shattuck Avenue 52% Under 3.5 3.5 Dwight Way, between Shattuck Avenue and Fulton Street 59% Under 3.5 3.5 Dwight Way, between Shattuck Avenue and Milvia Street 49% Under 3.5 3.5 Haste Street, between Fulton Street and Shattuck Avenue 62% Under 3.5 3.5 Haste Street, between Milvia Street and Shattuck Avenue 41% Under 3.5 3.5 Haste Street, between Shattuck Avenue and Fulton Street 57% Under 3.5 3.5 Haste Street, between Shattuck Avenue and Milvia Street 42% Under 3.5 3.5 Shattuck Avenue, between Bancroft Way and Durant Avenue 47% Under 3.5 3.5 Shattuck Avenue, between Channing Way and Durant Avenue 58% Under 3.5 3.5 Shattuck Avenue, between Channing Way and Haste Street 49% Under 3.5 3.5 Shattuck Avenue, between Durant Avenue and Bancroft Way 49% Under 3.5 3.5 Shattuck Avenue, between Durant Avenue and Channing Way 43% Under 3.5 3.5 Shattuck Avenue, between Dwight Way and Haste Street 42% Under 3.5 3.5 Shattuck Avenue, between Haste Street and Channing Way 45% Under 3.5 3.5 Shattuck Avenue, between Haste Street and Dwight Way 36% Under 3.5 3.5 Elmwood Lot Value 54% Under 2.25 2.25
Elmwood Lot 54% Under 2.25 2.25
Elmwood Premium 61% Under 2.75 2.75
2700 WEBSTER ST - GB 59% Under 2.75 2.75
Ashby Avenue, between Benvenue Avenue and College Avenue 46% Under 2.75 2.75 Ashby Avenue, between College Avenue and Benvenue Avenue 59% Under 2.75 2.75 Ashby Avenue, between College Avenue and Elmwood Avenue 59% Under 2.75 2.75 Ashby Place, between Ashby Avenue and Elmwood Avenue 55% Under 2.75 2.75 College Avenue, between Ashby Avenue and Russell Street 58% Under 2.75 2.75

College Avenue, between Ashby Avenue and Webster Street 59% Under 2.75 2.75 College Avenue, between Prince Street and Webster Street 59% Under 2.75 2.75 College Avenue, between Russell Street and Ashby Avenue 56% Under 2.75 2.75 College Avenue, between Russell Street and Stuart Street 55% Under 2.75 2.75 College Avenue, between Stuart Street and Russell Street 56% Under 2.75 2.75 College Avenue, between Webster Street and Ashby Avenue 59% Under 2.75 2.75 Russell Street, between Cherry Street and College Avenue 59% Under 2.75 2.75 Russell Street, starting at College Avenue 75% Target 2.75 2.75 Webster Street, between College Avenue and Benvenue Avenue 77% Target 2.75 2.75 Webster Street, starting at Benvenue Avenue 69% Target 2.75 2.75 Euclid/Hearst Premium 0% Under 3.25 3.25
Hearst Ave 0% Under 3.25 3.25
Hearst 2200 Block Premium 0% Under 3.25 3.25
Hearst Avenue, between Oxford Street and Le Conte Avenue 0% Under 3.25 3.25 North San Pablo/Gilman Premium 28% Under 1 1.5
Camelia Street, between Tenth Street and Ninth Street 28% Under 1 1.5 Ninth Street, between Gilman Street and Harrison Street 23% Under 1 1.5 Tenth Street, between Camelia Street and Gilman Street 30% Under 1 1.5 Tenth Street, between Gilman Street and Camelia Street 31% Under 1 1.5 Tenth Street, between Harrison Street and Gilman Street 27% Under 1 1.5 North San Pablo/Gilman Value 32% Under 0.75 1.5
San Pablo Avenue, between Camelia Street and Gilman Street 36% Under 0.75 1.5 San Pablo Avenue, between Gilman Street and Harrison Street 32% Under 0.75 1.5 San Pablo Avenue, between Harrison Street and Gilman Street 27% Under 0.75 1.5 North Shattuck Premium 73% Target 2.5
Delaware Street, starting at Shattuck Avenue 78% Target 2.5 2.5 Lincoln Street, ending at Shattuck Avenue 61% Under 2.5 2.5 Rose Street, between Henry Street and Shattuck Avenue 85% Target 2.5 2.5 Rose Street, between Shattuck Avenue and Henry Street 73% Target 2.5 2.5 Rose Street, between Shattuck Avenue and Walnut Street 69% Target 2.5 2.5 Shattuck Avenue, between Berryman Street and Rose Street 65% Under 2.5 2.5 Shattuck Avenue, between Cedar Street and Lincoln Street 74% Target 2.5 2.5 Shattuck Avenue, between Cedar Street and Vine Street 91% Above 2.5 3 Shattuck Avenue, between Delaware Street and Hearst Avenue 78% Target 2.5 2.5

Shattuck Avenue, between Delaware Street and Virginia Street 73% Target 2.5 2.5 Shattuck Avenue, between Francisco Street and Delaware Street 75% Target 2.5 2.5 Shattuck Avenue, between Hearst Avenue and Delaware Street 65% Under 2.5 2.5 Shattuck Avenue, between Lincoln Street and Virginia Street 76% Target 2.5 2.5 Shattuck Avenue, between Rose Street and Shattuck Place 0% Under 2.5 2.5 Shattuck Avenue, between Shattuck Place and Vine Street 90% Above 2.5 3 Shattuck Avenue, between Vine Street and Cedar Street 87% Above 2.5 3 Shattuck Avenue, between Vine Street and Rose Street 35% Under 2.5 2.5 Shattuck Avenue, between Virginia Street and Cedar Street 74% Target 2.5 2.5 Shattuck Avenue, between Virginia Street and Francisco Street 61% Under 2.5 2.5 Shattuck Place, between Shattuck Avenue and Rose Street 66% Target 2.5 2.5 Shattuck Place, starting at Rose Street 75% Target 2.5 2.5 Vine Street, between Henry Street and Shattuck Avenue 94% Above 2.5 3 Vine Street, between Oxford Street and Walnut Street 84% Target 2.5 2.5 Vine Street, between Shattuck Avenue and Henry Street 90% Above 2.5 3 Vine Street, between Shattuck Avenue and Walnut Street 95% Above 2.5 3 Vine Street, between Walnut Street and Oxford Street 85% Target 2.5 2.5 Vine Street, between Walnut Street and Shattuck Avenue 83% Target 2.5 2.5 Virginia Street, between Milvia Street and Shattuck Avenue 72% Target 2.5 2.5 Virginia Street, between Shattuck Avenue and Milvia Street 70% Target 2.5 2.5 Virginia Street, between Walnut Street and Shattuck Avenue 74% Target 2.5 2.5 Walnut Street, between Cedar Street and Vine Street 86% Above 2.5 3 Walnut Street, between Rose Street and Vine Street 76% Target 2.5 2.5 Walnut Street, between Vine Street and Cedar Street 89% Above 2.5 3 Walnut Street, between Vine Street and Rose Street 82% Target 2.5 2.5 Northside Premium 40% Under 3.5 3.5
Euclid Avenue, between Le Conte Avenue and Ridge Road 76% Target 3.5 3.5 Euclid Avenue, between Ridge Road and Hearst Avenue 65% Target 3.5 3.5 Euclid Avenue, between Ridge Road and Le Conte Avenue 56% Under 3.5 3.5 Euclid Avenue, ending at Ridge Road 48% Under 3.5 3.5
Hearst Avenue, between Le Roy Avenue and Euclid Avenue 50% Under 3.5 3.5 Hearst Avenue, ending at La Loma Avenue 52% Under 3.5 3.5 Hearst Avenue, ending at Scenic Avenue 54% Under 3.5 3.5 Le Roy Ave, Between Ridge Rd and Hearst Ave 0% Under 3.5 3.5

Ridge Road, between Euclid Avenue and Le Roy Avenue 42% Under 3.5 3.5 Ridge Road, between Euclid Avenue and Scenic Avenue 0% Under 3.5 3.5 Ridge Road, between Le Roy Avenue and Euclid Avenue 76% Target 3.5 3.5 Ridge Road, ending at Euclid Avenue 0% Under 3.5 3.5
Northside Value 0% Under 3.25 3.25
Scenic Avenue, between Hearst Avenue and Ridge Road 0% Under 3.25 3.25 Oxford Garage 20% Under 3 3
Oxford Garage Zone 20% Under 3 3
Rockridge Premium 78% Target 2.5 2.5
Alcatraz Avenue, between Hillegass Avenue and College Avenue 94% Above 2.5 3 Alcatraz Avenue, starting at College Avenue 84% Target 2.5 2.5 College Avenue, between Alcatraz Avenue and 63rd Street 58% Under 2.5 2.5 College Avenue, between Alcatraz Avenue and Woolsey Street 86% Above 2.5 3 College Avenue, between Florio Street and Alcatraz Avenue 60% Under 2.5 2.5 College Avenue, between Woolsey Street and Alcatraz Avenue 84% Target 2.5 2.5 San Pablo North Value 42% Under 0.5 1.5
San Pablo Avenue, between Allston Way and Bancroft Way 65% Under 0.5 1.5 San Pablo Avenue, between Bancroft Way and Allston Way 54% Under 0.5 1.5 San Pablo Avenue, between Bancroft Way and Channing Way 25% Under 0.5 1.5 San Pablo Avenue, between Channing Way and Chaucer Street 37% Under 0.5 1.5 San Pablo Avenue, between Channing Way and Dwight Way 40% Under 0.5 1.5 San Pablo Avenue, between Chaucer Street and Bancroft Way 34% Under 0.5 1.5 San Pablo North/Gilman Premium 18% Under 1 1
San Pablo Avenue, between Delaware Street and Hearst Avenue 18% Under 1 1 San Pablo Avenue, between Hearst Avenue and Delaware Street 18% Under 1 1 San Pablo North/Gilman Value 24% Under 0.75 1.5
San Pablo Avenue, between Camelia Street and Page Street 20% Under 0.75 1.5 San Pablo Avenue, between Cedar Street and Virginia Street 24% Under 0.75 1.5 San Pablo Avenue, between Hopkins Street and Jones Street 21% Under 0.75 1.5 San Pablo Avenue, between Jones Street and Cedar Street 18% Under 0.75 1.5 San Pablo Avenue, between Jones Street and Page Street 34% Under 0.75 1.5 San Pablo Avenue, between Page Street and Camelia Street 18% Under 0.75 1.5 San Pablo Avenue, between Page Street and Jones Street 23% Under 0.75 1.5 San Pablo Avenue, between Virginia Street and Delaware Street 30% Under 0.75 1.5

San Pablo Avenue, between Virginia Street and Hopkins Street 27% Under 0.75 1.5 San Pablo South Premium 58% Under 1 1
San Pablo Avenue, between Dwight Way and Parker Street 58% Under 1 1 San Pablo South Value 51% Under 0.5 1.5
San Pablo Avenue, between Burnett Street and Russell Street 20% Under 0.5 1.5 San Pablo Avenue, between Carleton Street and Parker Street 37% Under 0.5 1.5 San Pablo Avenue, between Derby Street and Carleton Street 31% Under 0.5 1.5 San Pablo Avenue, between Dwight Way and Parker Street 60% Under 0.5 1.5 San Pablo Avenue, between Grayson Street and Heinz Avenue 36% Under 0.5 1.5 San Pablo Avenue, between Oregon Street and Ward Street 111% Above 0.5 1.5 San Pablo Avenue, between Pardee Street and Grayson Street 46% Under 0.5 1.5 San Pablo Avenue, between Parker Street and Carleton Street 46% Under 0.5 1.5 San Pablo Avenue, between Ward Street and Derby Street 71% Target 0.5 1.5 Solano East Value 39% Under 1.5 1.5
The Alameda, between Solano Avenue and Marin Avenue 77% Target 1.5 1.5 The Alameda, starting at Los Angeles Avenue 0% Under 1.5 1.5 Solano Premium 42% Under 2.5 2.5
900 FRESNO 62% Under 2.5 2.5
Colusa Avenue, between Tacoma Avenue and Solano Avenue 11% Under 2.5 2.5 Colusa Avenue, ending at Catalina Avenue 68% Target 2.5 2.5 Colusa Avenue, starting at Marin Avenue 83% Target 2.5 2.5 Colusa Avenue, starting at Solano Avenue 85% Target 2.5 2.5 Ensenada Ave, Between Solano Ave and Marin Ave 33% Under 2.5 2.5 Ensenada Avenue, between Solano Avenue and Tacoma Avenue 50% Under 2.5 2.5 Modoc Street, ending at Marin Avenue 118% Above 2.5 2.5 Modoc Street, ending at Solano Avenue 0% Under 2.5 2.5
Solano Avenue, between Colusa Avenue and Ensenada Avenue 25% Under 2.5 2.5 Solano Avenue, between Colusa Avenue and Fresno Avenue 0% Under 2.5 2.5 Solano Avenue, between Ensenada Avenue and Modoc Street 0% Under 2.5 2.5 Solano Avenue, between Ensenada Avenue and Tacoma Avenue 14% Under 2.5 2.5 Solano Avenue, between Fresno Avenue and The Alameda 0% Under 2.5 2.5 Solano Avenue, between Modoc Street and Colusa Avenue 93% Above 2.5 2.5 Solano Avenue, between The Alameda and Colusa Avenue 76% Target 2.5 2.5 Solano Avenue, between Tulare Avenue and Ensenada Avenue 0% Under 2.5 2.5

The Alameda, between Catalina Avenue and Solano Avenue 46% Under 2.5 2.5 Tulare Avenue, starting at Marin Avenue 26% Under 2.5 2.5 Solano West Value 30% Under 1.5 1.5
Tacoma Avenue, between Ensenada Avenue and Solano Avenue 32% Under 1.5 1.5 Tacoma Avenue, ending at Ensenada Avenue 27% Under 1.5 1.5 South Shattuck 19% Under 1.5 1.5
Shattuck Avenue, between Blake Street and Dwight Way 36% Under 1.5 1.5 Shattuck Avenue, between Blake Street and Parker Street 25% Under 1.5 1.5 Shattuck Avenue, between Carleton Street and Derby Street 12% Under 1.5 1.5 Shattuck Avenue, between Carleton Street and Parker Street 2% Under 1.5 1.5 Shattuck Avenue, between Derby Street and Carleton Street 0% Under 1.5 1.5 Shattuck Avenue, between Dwight Way and Blake Street 35% Under 1.5 1.5 Shattuck Avenue, between Parker Street and Blake Street 21% Under 1.5 1.5 Shattuck Avenue, between Parker Street and Carleton Street 25% Under 1.5 1.5 South Telegraph 51% Under 1.5 1.5
Blake Street, between Telegraph Avenue and Dana Street 70% Target 1.5 1.5 Blake Street, starting at Chilton Way 61% Under 1.5 1.5 Derby Street, between Regent Street and Telegraph Avenue 28% Under 1.5 1.5 Derby Street, between Telegraph Avenue and Hillegass Avenue 45% Under 1.5 1.5 Dowling Place, starting at Telegraph Avenue 62% Under 1.5 1.5 Oregon Street, between Regent Street and Telegraph Avenue 44% Under 1.5 1.5 Oregon Street, between Telegraph Avenue and Ellsworth Street 59% Under 1.5 1.5 Oregon Street, starting at Telegraph Avenue 48% Under 1.5 1.5 Parker Street, between Dana Street and Telegraph Avenue 59% Under 1.5 1.5 Parker Street, between Regent Street and Telegraph Avenue 63% Under 1.5 1.5 Parker Street, between Telegraph Avenue and Chilton Way 65% Target 1.5 1.5 Parker Street, between Telegraph Avenue and Regent Street 60% Under 1.5 1.5 Russell Street, between Telegraph Avenue and Florence Street 46% Under 1.5 1.5 Russell Street, ending at Telegraph Avenue 42% Under 1.5 1.5 Stuart Street, between Telegraph Avenue and Regent Street 54% Under 1.5 1.5 Telegraph Avenue, between Ashby Avenue and Russell Street 58% Under 1.5 1.5 Telegraph Avenue, between Ashby Avenue and Webster Street 54% Under 1.5 1.5 Telegraph Avenue, between Blake Street and Parker Street 64% Under 1.5 1.5 Telegraph Avenue, between Carleton Street and Derby Street 61% Under 1.5 1.5