Agenda packet, first session — Berkeley City Council, January 27, 2026 (part 1 of 7)

Tuesday, January 27, 2026 AGENDA Page 1
AGENDA

BERKELEY CITY COUNCIL MEETING
Tuesday, January 27, 2026
6:00 PM
SCHOOL DISTRICT BOARD ROOM - 1231 ADDISON STREET, BERKELEY, CA 94702 TELECONFERENCE LOCATION - MARRIOTT MARQUIS WASHINGTON D.C., 901 MASSACHUSETTS AVENUE NW, WASHINGTON, DC 20001

ADENA ISHII, MAYOR
Councilmembers:

DISTRICT 1 – RASHI KESARWANI
DISTRICT 2 – TERRY TAPLIN
DISTRICT 3 – BEN BARTLETT
DISTRICT 4 – IGOR TREGUB
DISTRICT 5 – SHOSHANA O’KEEFE
DISTRICT 6 – BRENT BLACKABY
DISTRICT 7 – CECILIA LUNAPARRA
DISTRICT 8 – MARK HUMBERT
This meeting will be conducted in a hybrid model with both in -person and virtual attendance. Attend this meeting remotely using Zoom. To request to speak, use the “raise hand” function in Zoom. To join by phone: Dial 1-669- 254-5252 or 1-833-568-8864 (Toll Free) and enter Meeting ID: 161 897 6355. To provide public comment, Press *9 and wait to be recognized by the Chair. To submit a written communication for the public record, email [email protected].

Live captioned broadcasts of Council meetings are available on B -TV (Channel 33) and via internet video stream.

All Council meetings are recorded.

This meeting will be conducted in accordance with the Brown Act, Government Code Section 54953 . Any member of the public may attend this meeting, however, if you are feeling sick, please do not attend the meeting in person.

The City Council may take action related to any subject listed on the Agenda.

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

Government Code Section 84308 (Levine Act) - Parties to a proceeding involving a license, permit, or other entitlement for use are required to disclose if they made contributions over $5 00 within the prior 12 months to any City employee or officer. Parties and participants with a financial interest are prohibited from making more than $500 in contributions to a decisionmaker for the 12 months after the final decision is rendered on the proceeding.

The above contribution disclosures and restrictions do not apply when the proceeding is competitively bid, or involves a personnel or labor contract. For more information, see Government Code Section 84308.

Page 1 ends

Tuesday, January 27, 2026 AGENDA Page 2
Preliminary Matters
Roll Call:

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

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

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

Public Comment on Non-Agenda Matters: Up to ten persons will be selected to address matters not on the Council agenda. If five or fewer persons are identified to provide non-agenda comment, each person selected will be allotted two minutes each. If more than five persons are selected to address matters not on the Council agenda, each person selected will be allotted one minute each.

In-person attendees wishing to address the Council on matters not on the Council agenda during the initial ten-minute period for such comment, must submit a speaker card to the City Clerk in person at the meeting location and prior to the moment that the Presiding Officer calls for public comment on non - agenda items. Remote attendees must raise their hand in the videoconference application when the Presiding Officer calls for non-agenda speakers. The first five raised hands on the videoconference application will be selected to speak and the first five cards drawn at the meeting will be selected to speak. The number of in-person and remote speakers selected may be adjusted by the Presiding Officer if fewer than five speakers from either format are identified.

The remainder of the speakers wishing to address the Council on non-agenda items will be heard at the end of the agenda.

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

Page 2 ends

Tuesday, January 27, 2026 AGENDA Page 3
Consent Calendar
The Council will first determine whether to move items on the agenda for “Action” or “Information” to the “Consent Calendar”, or move “Consent Calendar” items to “Action.” Three members of the City Council must agree to pull an item from the Consent Calendar or Information Calendar for it to move to Action.

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

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

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

Public Comment on Consent Calendar and Information Items Only: The Council will take public comment on any items that are either on the amended Consent Calendar or the Information Calendar. If ten or fewer persons are interested in speaking on an individual agenda item, each speaker may speak for two minutes. If there are more than ten persons interested in speaking, the Presiding Officer may limit the public comment for all speakers to one minute per speaker. Speakers are permitted to yield their time to one other speaker, however no one speaker shall have more than four minutes. The Presiding Officer may, with the consent of persons representing both sides of an issue, allocate a block of time to each side to present their issue. A speaker may only speak once during the period for public comment on Consent Calendar and Information items.

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

Recess Items

1. Contract: West Coast Drilling, Inc. for 2709 Hilgard Avenue Retaining Wall Stabilization
From: City Manager
Recommendation: Adopt a Resolution ratifying the action taken by the City Manager during recess to execute a contract with West Coast Drilling, Inc. for design-build services for urgent slope and retaining wall stabilization work at 2709 Hilgard Avenue, in the amount of $585,000 which includes a contingency of $88,631.

Financial Implications: See report
Contact: Terrance Davis, Public Works, (510) 981-6300

Consent Calendar

2. Minutes for Approval
From: City Manager
Recommendation: Approve the minutes for the Council meetings of December 2, 2025 (special and regular), and December 8, 2025 (closed).

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

Page 3 ends

Consent Calendar
Tuesday, January 27, 2026 AGENDA Page 4

3. 2025 Annual Commission Attendance and Meeting Frequency Report From: City Manager
Recommendation: Adopt a Resolution approving a revised commission meeting frequency schedule, accepting the 2025 Annual Commission Attendance and Meeting Frequency Report, and rescinding Resolution No. 71,109-N.S.

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

4. Formal Bid Solicitations and Request for Proposals Scheduled for Possible Issuance After Council Approval on January 27, 2026
From: City Manager
Recommendation: Approve the request for proposals or invitation for bids that will be, or are planned to be, issued upon final approval by the requesting department or division. All contracts over the City Manager’s threshold will be returned to Council for final approval.

Financial Implications: See report
Contact: Henry Oyekanmi, Finance, (510) 981-7300

5. Contract: Carone and Company, Inc. for the Santa Fe Trackbed to Park Conversion Remediation, Demolition and Perimeter Fencing Project From: City Manager
Recommendation: Adopt a Resolution: 1. Approving the plans and specifications for the Santa Fe Trackbed to Park Conversion Remediation, Demolition and Perimeter Fencing Project; and 2. Accepting the bid of the lowest responsive and responsible bidder, Carone and Company, Inc.; and 3. Authorizing the City Manager to execute a contract and any amendments, extensions or other change orders until completion of the project in accordance with the approved plans and specifications, with Carone and Company, Inc., for the Santa Fe Trackbed to Park Conversion Remediation, Demolition and Perimeter Fencing Project from Blake to Ward Street, along Acton Street at 0 Parker Street, 0 Carleton Street, 0 Derby Street, 0 Ward Street, in an amount not to exceed $3,396,969 which includes a base contract amount of $2,953,886, and a 15% contingency in the amount of $443,083.

Financial Implications: $3,396,969 - Various Funds
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700

6. Option Agreement with TSA Holding Group, LLC for 199 Seawall Drive From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to execute the Option Agreement and any amendments with TSA Holding Group, LLC for a two- year term with two one-year options to extend.

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

Page 4 ends

Consent Calendar
Tuesday, January 27, 2026 AGENDA Page 5

7. Contracts: On-Call Equitable Community Engagement Services From: City Manager
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:

1. 360 Total Concept Consulting

2. Be the Change Consulting

3. Community Planning Collaborative

4. D & A Communications, Inc.

5. Denaya Shorter Consulting

6. The Ecology Center

7. Equity First Consulting

8. Moore Iacofano Goltsman, Incorporated (MIG)

9. Plan to Place
Financial Implications: See report
Contact: Alene Pearson, Planning and Development, (510) 981-7400

8. Contract: B Bros Construction, Inc. for Fire Station #6 Remodel From: City Manager
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, which includes a contingency of $99,652.

Financial Implications: See report
Contact: Terrance Davis, Public Works, (510) 981-6300

9. Contract: St. Francis Electric for On-Call Electrical Services From: City Manager
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.

Financial Implications: See report
Contact: Terrance Davis, Public Works, (510) 981-6300

Page 5 ends

Consent Calendar
Tuesday, January 27, 2026 AGENDA Page 6

10. Contract: Siemens Industry, Inc. dba SIEMENS for Inspection, Testing, and Monitoring Services for the City’s Fire and Life Safety System Equipment From: City Manager
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.

Financial Implications: See report
Contact: Terrance Davis, Public Works, (510) 981-6300

11. Contract No. 32100070 Amendment: Urban Ore, Inc. for Salvage Operations at the City of Berkeley Transfer Station
From: City Manager
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 $264,848, for a new not to exceed amount of $264,848 and extending the term through June 30, 2027.

Financial Implications: See report
Contact: Terrance Davis, Public Works, (510) 981-6300

12. Contract No.101280-1 Amendment: On-Call Traffic Engineering Services with AECOM USA, Inc. for Engineering Services
From: City Manager
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.

Financial Implications: See report
Contact: Terrance Davis, Public Works, (510) 981-6300

Page 6 ends

Consent Calendar
Tuesday, January 27, 2026 AGENDA Page 7

13. Contract No. 108037-1 Amendment: MSR Mechanical, LLC for On-Call Heating, Ventilation and Air Conditioning Services
From: City Manager
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.

Financial Implications: See report
Contact: Terrance Davis, Public Works, (510) 981-6300

14. Contract No. 32500124 Amendment: Buhler Commercial for FY 2023 Retaining Wall and Storm Drain Improvement Project
From: City Manager
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.

Financial Implications: See report
Contact: Terrance Davis, Public Works, (510) 981-6300

15. goBerkeley Parking Management Program Recommended Adjustments to Address a Forecasted Deficit in the Off-Street and Parking Meter Funds From: City Manager
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.

Financial Implications: See report
Contact: Terrance Davis, Public Works, (510) 981-6300

Council Consent Items

16. AC Transit Berkeley Emeryville Inter-Agency Liaison Committee Appointments From: Mayor Ishii (Author)
Recommendation: Adopt a resolution appointing Councilmembers Terry Taplin and Cecilia Lunaparra as the liaisons and Councilmember Mark Humbert as the alternate, to the consolidated AC Transit Berkeley Emeryville Inter-Agency Liaison Committee.

Financial Implications: None
Contact: Adena Ishii, Mayor, (510) 981-7100

Page 7 ends

Council Consent Items
Tuesday, January 27, 2026 AGENDA Page 8

17. Refer to the City Manager to include in the Community Survey a Poll Question about Increasing Sales Tax in the City of Berkeley
From: Councilmember Kesarwani (Author), Mayor Ishii (Co-Sponsor) Recommendation: Refer to the City Manager to include in the upcoming community survey for the November 2026 election a question about increasing the sales tax in the City of Berkeley from 10.25 percent to the maximum of 10.75 percent to help address the City’s projected budget deficit of $27 million.

Financial Implications: Staff time
Contact: Rashi Kesarwani, Councilmember, District 1, (510) 981-7110

Action Calendar
The public may comment on each item listed on the agenda for action. For items moved to the Action Calendar from the Consent Calendar or Information Calendar, persons who spoke on the item during the Consent Calendar public comment period may speak again during the Action Calendar public comment period on the item
The Presiding Officer will request that persons wishing to speak line up at the podium, or use the "raise hand" function in Zoom, to determine the number of persons interested in speaking at that time. If ten or fewer persons are interested in speaking on an individual agenda item, each speaker may speak for two minutes. If there are more than ten persons interested in speaking, the Presiding Officer may limit the public comment for all speakers to one minute per speaker. Speakers are permitted to yield the ir time to one other speaker, however no one speaker shall have more than four minutes. The Presiding Officer may, with the consent of persons representing both sides of an issue, allocate a block of time to each side to present their issue.

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

The Presiding Officer may open and close an additional comment period for Action items on this agenda (excluding any public hearings, appeals, and/or quasi-judicial matters), at the start of the Action Calendar.

Those who speak on an item during this comment period may not speak a second time when the item is taken up by Council.

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

If ten or fewer persons are interested in speaking during a public hearing, each speaker may speak for two minutes. If there are more than ten persons interested in speaking, the Presiding Officer may limit the public comment for all speakers to one minute per speaker. Speakers are permitted to yield their time to one other speaker, however no one speaker shall have more than four minutes. The Presiding Officer may with the consent of persons representing both sides of an issue allocate a block of time to e ach side to present their issue.

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

Page 8 ends

Action Calendar – Public Hearings
Tuesday, January 27, 2026 AGENDA Page 9

18. Implement Residential Preferential Parking (RPP) Program on the 1700 Block of Cedar Street
From: City Manager
Recommendation: Conduct a public hearing and upon its conclusion, adopt a Resolution amending Resolution No. 56,508-N.S. Section 25P by adding a subsection to implement Residential Preferential Parking (RPP) on the north side of Cedar Street, between McGee Avenue and Edith Street (1701-1721 Cedar Street) in RPP Area E.

Financial Implications: See report
Contact: Terrance Davis, Public Works, (510) 981-6300

19. Selected Marina Fee Increases
From: City Manager
Recommendation: Conduct a public hearing and upon conclusion, adopt a Resolution approving new fees and increasing current fees for select Marina fees; and rescinding Resolution No. 71,840-N.S. and all amendatory resolutions.

Financial Implications: $247,500 (Revenue)
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700

20. Zoning Adjustment Board Appeal: 2109 Virginia, Use Permit #ZP2024-0066 From: City Manager
Recommendation: Conduct a public hearing, and upon conclusion adopt a Resolution denying the appeal and affirming the Zoning Adjustment Board (ZAB) decision to approve Use Permit #ZP2024-0066 to demolish a two-story, 4,604- square-foot non-residential building and surface parking lot, and construct an eight- story (89 feet and 4 inches), 112,969 square-foot mixed-use residential building containing 110 dwelling units (including 9 Very Low-Income and 9 Moderate Income Density Bonus qualifying units), 690 square feet of ground-floor commercial space, 109 off-street vehicle parking spaces and 64 bicycle parking spaces, on a 22,513 square foot lot.

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

Page 9 ends

Council Action Items
Tuesday, January 27, 2026 AGENDA Page 10

21. Rescission and replacement of the Police Equipment and Community Safety Ordinance (Reviewed by the Public Safety Policy Committee) From: Councilmember Humbert (Author), Councilmember O'Keefe (Co- Sponsor)
Recommendation: Rescind and replace Ordinance 7760-N.S. the Police Equipment and Community Safety Ordinance (enacted May 11, 2021) because the State-level reporting requirements mandated by Chapter 12.8 (Sections 7070 to 7075) of Division 7 of Title 1 of the California Government Code (hereafter referred to as Chapter 12.8) already provide a comprehensive and sufficient framework for police equipment oversight.

This item would bring Berkeley’s local reporting requirements into alignment with those of Chapter 12.8 and allow for one consolidated report, beginning with the 2025 report. The item would also maintain additional targeted reporting requirements for equipment deployment and ongoing use of force reporting under Policy 300.

Policy Committee Recommendation: To send the item with a qualified positive recommendation to Council, recognizing the intention for one report, with the following matters noted for further consideration: -Clarifying the role of public reporting of data through the Transparency Hub. -Continued consideration of less- lethal deployment policies, including a possible review of Policy 300. -Consideration of reporting on the acquisition and use of controlled equipment, aligning with AB 481 and allowing for review by the Police Accountability Board.

Financial Implications: See report
Contact: Mark Humbert, Councilmember, District 8, (510) 981-7180

22. Creating Accessible Routes For Riders, Equity, and the Environment (CAR FREE): Budget Referral to Fund Limiting Cars on Telegraph Avenue From: Councilmember Lunaparra (Author)
Recommendation: Refer $1,325,000 to the Long Range Development Plan and Measure FF funding processes to study limiting car access and develop pedestrian- centered design concepts for Telegraph Avenue between Bancroft Way and Dwight Way.

Financial Implications: See report
Contact: Cecilia Lunaparra, Councilmember, District 7, (510) 981-7170

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

Page 10 ends

Tuesday, January 27, 2026 AGENDA Page 11
Archived indexed video streams are available at: berkeleyca.gov/council-agendas.

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

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

Any writings or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at the public counter at the City Clerk Department located on the first floor of City Hall located at 2180 Milvia Street, and through the City's online records portal:
https://records.cityofberkeley.info/.

Agendas, agenda reports, and revised/supplemental material may be accessed via the online agenda for this meeting at: berkeleyca.gov/council-agendas
and may be accessed at reference desks at the following locations:

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

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

COMMUNICATION ACCESS INFORMATION:

This meeting is being held in a wheelchair accessible location.

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

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

Captioning services are provided at the meeting, on B -TV, and on the Internet. In addition, assisted listening devices for the hearing impaired are available from the City Clerk prior to the meeting, and are to be returned before the end of the meeting.

If you have obtained interpretation services for your use during a City Council meeting and would like to request assistance, please contact the City Clerk Department at (510) 981 -6900, [email protected], or in-person during the meeting.

Questions regarding public participation may be addressed to the City Clerk Department (510) 981 -6900 or by email at [email protected].

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Page 11 ends

Tuesday, January 27, 2026 AGENDA Page 12
I hereby certify that the agenda for this meeting of the Berkeley City Council was posted at the display case located near the walkway in front of the Maudelle Shirek Building, 2134 Martin Luther King Jr. Way, as well as on the City’s website, on January 15, 2026.

Mark Numainville, City Clerk

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

Tear Gas Concern

1. Ruth Shorer

2. Krista Kleczewski

3. George Perezvelez

4. Michael Bauce

5. Dana Prichard

Latino Korean War Memorial

6. Harvey Smith on behalf of the Berkeley Community Latino Exhibit

7. John G. Aronovici

8. Larry Reyna

Complete Streets Project

9. Maxwell Davis

Cedar and Walnut Intersection

10. Susan R Martin

Lane Markings on Shattuck Ave

11. Leonard Pitt

Unhoused Concern

12. Moni T. Law

13. M. Rivka Polatnick

14. Boona Cheema

Street Parking

15. Todd Andrew

Truck on Sidewalk

16. Isaac Nicholson

17. Elaina

Page 12 ends

Tuesday, January 27, 2026 AGENDA Page 13

Household Hazardous Waste Disposal

18. David Lerman

Celebrity Flag Football

19. Jeffrey Church on behalf of Visit Berkeley

Tobacco Policy Changes

20. Kiara Gonzalez Garcia on behalf of the PETS team

Zoning

21. Carolyn Cox

Persian New Year Festival

22. Jacob Cohen

Employee Benefits

23. Eric Friedman

Structural Deficit

24. Eric Friedman

Public Bus

25. R. Valentine

Response Follow-Up

26. Stephen Alpert (2)

Rent-Pricing Software

27. Ruby Chen

Adeline Area Projects

28. Daveed Mandell

Measure FF

29. Emily Kenyon

Scooter/Bike Concern

30. Melanie Lawrence (2)

Wildlife Habitat Concern

31. Mike Vandeman

Police Radio Channels

32. Grant L Hough

Page 13 ends

Tuesday, January 27, 2026 AGENDA Page 14
Acton Courtyard

33. Yasmin Jenkins (6)
Newsletters

34. Berkeley Art Center
Forwards

35. Russbumper
Middle East Conflict

36. Russbumper
URLs

37. Russbumper (3)

Supplemental Communications and Reports
Items received by the deadlines for submission will be compiled and distributed as follows. If no items are received by the deadline, no supplemental packet will be compiled for said deadline. • Supplemental Communications and Reports 1
Available by 5:00 p.m. five days prior to the meeting.
• Supplemental Communications and Reports 2
Available by 5:00 p.m. the day before the meeting.
• Supplemental Communications and Reports 3
Available by 5:00 p.m. two days following the meeting.

Page 14 ends

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/

RECESS ITEM

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 Department Subject: Contract: West Coast Drilling, Inc. for 2709 Hilgard Avenue Retaining Wall Stabilization

RECOMMENDATION
Adopt a Resolution ratifying the action taken by the City Manager during recess to execute a contract with West Coast Drilling, Inc. for design-build services for urgent slope and retaining wall stabilization work at 2709 Hilgard Avenue, in the amount of $585,000 which includes a contingency of $88,631.

NEGATIVE EFFECT IF ACTION IS DELAYED UNTIL AFTER COUNCIL RECESS Staff have determined that there is an imminent risk of damage to public and private property due to ongoing retaining wall failure and slope instability at 2709 Hilgard Avenue and that this risk warrants immediate action. Delaying contract award until after Council recess exacerbates this risk to health and property due to potential for increased instability during winter rains.

FISCAL IMPACTS OF RECOMMENDATION
Funding for the Project is available in FY 2026 from the State Transportation Tax (Fund 127), Clean Storm Water Fund (616), and the Sanitary Sewer Operations Fund (611).

No other funding is required, and no other projects will be delayed due to this expenditure.

Design-build estimate ...............................................................................$496,369 Contingency ................................................................................................$88,631 Project cost $585,000
FY 2026 Funding:

State Transportation Tax (127-54-623-675-0000-000-431-665110).........$435,000 Clean Storm Water (616-54-623-675-3016-000-473-665110)..................$100,000 Sanitary Sewer Operation (611-54-623-676-0000-000-473-665110) .........$50,000 Total Project funding $585,000

Page 1 of 4 ends

Page 15 ends

West Coast Drilling for 2709 Hilgard Avenue Retaining Wall Stabilization CONSENT CALENDAR January 27, 2026

Page 2 ends

CURRENT SITUATION AND ITS EFFECTS
The City Manager, under advice of the Public Works Department and City Attorney’s Office staff, deemed the work to repair the retaining wall and stabilize the hillside in front of 2709 Hilgard an emergency and of urgent necessity for the preservation of life, health and property. Per City Charter § 67.4(a), this situation meets the conditions for waiving competitive solicitation requirements.

Public Works obtained an estimate from West Coast Drilling, Inc. for the design and construction of improvements to stabilize the slope and retaining wall for an amount of $496,639. Staff recommend awarding a non-competitive design-build services contract to West Coast Drilling, Inc. based on its performance as a subcontractor on competitively bid projects and its experience with slope stabilization work, including performing emergency slope stabilization and retaining wall work for the City along Wildcat Canyon Road.

The scope of the authorized work is anticipated to include:
 Structural engineering;
 Drilled support piers and a structural grade beam to stabilize the hillside and existing retaining structure;
 Shotcrete facing to reinforce and stabilize the wall;  Retaining wall drainage and surface drainage improvements; and  Backfilling, compaction, and resurfacing of the area supported by the wall.

BACKGROUND
A retaining wall of unknown origin, located on unimproved right-of-way in front of 2709 Hilgard Avenue failed. Retaining wall fill material has migrated through cracks in the wall, forming a sinkhole that has made a section of Hilgard Road impassable to drivers and others and has caused slope instability that threatens the residence at 2709 Hilgard Road. With the onset of the wet season, increasing soil saturation and elevated groundwater levels may accelerate the migration of backfill through existing cracks, further undermining the roadway supported by the wall. Continued settlement presents a growing risk of structural damage, with a resulting risk of liability to the City. Instability of the wall also threatens the pedestrian pathway and adjacent downslope properties.

These risks are exacerbated by the site’s proximity to a trace of the Hayward Fault, adding a seismic vulnerability component to the existing slope instability.

In accordance with the California Environmental Quality Act (CEQA) requirements, this project has been determined to be categorically exempt because it pertains to emergency repairs.

The Living Wage Ordinance does not apply to this project since Public Works construction contracts are, pursuant to City policy, subject to State prevailing wage

Page 2 of 4 ends

Page 16 ends

West Coast Drilling for 2709 Hilgard Avenue Retaining Wall Stabilization CONSENT CALENDAR January 27, 2026

Page 3 ends

laws. The Community Workforce Agreement (CWA) does not apply to this contract because the estimated project value does not exceed $500,000.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
The slope stabilization that this project provides would reduce sediment entering the storm drain downstream. Though no creek is downstream of the site, this would provide a water quality benefit. Additionally, safe and usable pathways and roads encourage community members to more regularly walk and cycle, reducing greenhouse gas emissions from cars.

RATIONALE FOR RECOMMENDATION
Awarding the design-build contract to West Cost Drilling, Inc. and expediting emergency repairs abate hazardous conditions to life, health, and property. Performing the work requires contracted services, as the City does not possess the in-house labor, equipment, or expertise necessary to complete the project.

ALTERNATIVE ACTIONS CONSIDERED
No alternative actions were considered for this project. Further deterioration of the retaining wall and expansion of the sinkhole above would place public and private infrastructure at risk.

CONTACT PERSON
Wahid Amiri, Deputy Director, Department of Public Works, (510) 981-6396 Ricardo Salcedo, Acting Supervising Civil Engineer, Public Works, (510) 981-6407 Attachments:
1: Resolution

Page 3 of 4 ends

Page 17 ends

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

CONTRACT: WEST COAST DRILLING, INC. FOR 2709 HILGARD AVENUE

RETAINING WALL STABILIZATION
WHEREAS, a retaining wall of unknown origin, located on unimproved right-of-way in front of 2709 Hilgard Avenue has failed, forming a sinkhole that has made a section of Hilgard Road impassable to drivers and others and has caused slope instability that threatens the residence at 2709 Hilgard Road as well as the pedestrian pathway and residences below; and
WHEREAS, the City Manager deemed the work to repair the retaining wall and stabilize the hillside an emergency and of urgent necessity for the preservation of life, health and property and per City Charter § 67.4(a), this situation meets the conditions for waiving competitive solicitation requirements; and
WHEREAS, the City received an estimate from West Coast Drilling, Inc. for the design and construction of improvements to stabilize the slope and retaining wall for an amount not to exceed $496,639; and
WHEREAS, staff recommend awarding a design-build services contract to West Coast Drilling, Inc. based on its performance as a subcontractor on competitively bid projects and its experience with slope stabilization work, including performing emergency slope stabilization and retaining wall work for the City along Wildcat Canyon Road.; and WHEREAS, funding for the emergency project is available in FY 2026 from the State Transportation Tax (Fund 127), Clean Storm Water Fund (616), and the Sanitary Sewer Operations Fund (611). No other funding is required, and no other projects will be delayed due to this expenditure.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the Council ratifies the action taken by the City Manager to execute a contract with West Coast Drilling, Inc. for the design and construction of retaining wall stabilization improvements in an amount not to exceed $585,000, which includes an $88,361 contingency for unforeseen circumstances. A record signature copy of said agreement and any amendments will be on file in the Office of the City Clerk.

Page 4 of 4 ends

Page 18 ends

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: Mark Numainville, City Clerk
Subject: Minutes for Approval

RECOMMENDATION
Approve the minutes for the Council meetings of December 2, 2025 (special and regular), and December 8, 2025 (closed).

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

1. December 2, 2025 – Special City Council Meeting

2. December 2, 2025 – Regular City Council Meeting

3. December 8, 2025 – Special Closed City Council Meeting

Page 1 of 35 ends

Page 19 ends

Tuesday, December 2, 2025 MINUTES Page 1

M I N U T E S

S P E C I A L M E E T I N G O F T H E

B E R K E L E Y C I T Y C O U N C I L
Tuesday, December 2, 2025
4:00 PM
SCHOOL DISTRICT BOARD ROOM - 1231 ADDISON STREET, BERKELEY, CA 94702

ADENA ISHII, MAYOR
Councilmembers:

DISTRICT 1 – RASHI KESARWANI
DISTRICT 2 – TERRY TAPLIN
DISTRICT 3 – BEN BARTLETT
DISTRICT 4 – IGOR TREGUB
DISTRICT 5 – SHOSHANA O’KEEFE
DISTRICT 6 – BRENT BLACKABY
DISTRICT 7 – CECILIA LUNAPARRA
DISTRICT 8 – MARK HUMBERT
This meeting will be conducted in a hybrid model with both in-person and virtual attendance. Attend this meeting remotely using Zoom. To request to speak, use the “raise hand” function in Zoom. To join by phone: Dial 1-669- 254-5252 or 1-833-568-8864 (Toll Free) and enter Meeting ID: 160 966 0575. To provide public comment, Press *9 and wait to be recognized by the Chair. To submit a written communication for the public record, email [email protected].

Live captioned broadcasts of Council meetings are available on B-TV (Channel 33) and via internet video stream.

All Council meetings are recorded.

This meeting will be conducted in accordance with the Brown Act, Government Code Section 54953. Any member of the public may attend this meeting, however, if you are feeling sick, please do not attend the meeting in person.

The City Council may take action related to any subject listed on the Agenda.

Government Code Section 84308 (Levine Act) - Parties to a proceeding involving a license, permit, or other entitlement for use are required to disclose if they made contributions over $500 within the prior 12 months to any City employee or officer. Parties and participants with a financial interest are prohibited from making more than $500 in contributions to a decisionmaker for the 12 months after the final decision is rendered on the proceeding.

Attachment 1

Page 2 of 35 ends

Page 20 ends

Tuesday, December 2, 2025 MINUTES Page 2
Preliminary Matters
Roll Call: 4:06 p.m.

Present: Kesarwani, Taplin, Tregub, O’Keefe, Blackaby, Humbert, Ishii

Absent: Bartlett, Lunaparra
Councilmember Lunaparra present at 4:07 p.m.

Councilmember Bartlett present at 5:06 p.m.

Action Calendar – New Business

1. Sharing the Final Report of the Mayor’s Vision 2050 Task Force, Realize Vision 2050: Update to the Vision 2050 and Recommendations to Address Berkeley’s Infrastructure
From: Mayor Ishii (Author)
Recommendation: Invite City Council to review Realize Vision 2050: An Update to Vision 2050 and Recommendations to Address Berkeley’s Infrastructure, a report completed by the Mayor’s Vision 2050 Task Force in October 2025.

Financial Implications: None
Contact: Adena Ishii, Mayor, (510) 981-7100
Action: 2 speakers. The Mayor recognized the members of the Task Force and provided background on the report.

2. Discussion Regarding Potential Ballot Measures for the November 3, 2026, General Municipal Election
From: City Manager
Recommendation: Review staff recommendations, provide input and direction on project priorities, and discuss which infrastructure projects should be reflected in a community survey for potential inclusion in a bond measure.

Financial Implications: See report
Contact: David White, City Manager's Office, (510) 981-7000, Terrance Davis, Public Works, (510) 981-6300, Scott Ferris, Parks, Recreation and Waterfront, (510) 981- 6700, Henry Oyekanmi, Finance, (510) 981-7300, David Sprague, Fire, (510) 981- 3473
Action: M/S/C (Taplin/Blackaby) to accept revised materials from the City Manager on Item 2.

Vote: Ayes – Kesarwani, Taplin, Tregub, O’Keefe, Blackaby, Humbert, Ishii; Noes – None; Abstain – None; Absent – Bartlett, Lunaparra.

Action: 5 speakers. The Council discussed the report and presentation and provided direction to the City Manager regarding the community survey.

Page 3 of 35 ends

Page 21 ends

Tuesday, December 2, 2025 MINUTES Page 3
Adjournment
Action: M/S/C (Taplin/Blackaby) to adjourn the meeting.

Vote: All Ayes.

Adjourned at 6:17 p.m.

I hereby certify that the foregoing is a true and correct record of the special meeting held on December 2, 2025.
_________________________
Mark Numainville, City Clerk
Communications
Supplemental Communications and Reports 1
 None
Supplemental Communications and Reports 2
 None
Supplemental Communications and Reports 3
Item #2: Discussion Regarding Potential Ballot Measures for the November 3, 2026, General Municipal Election

1. Supplemental agenda material submitted by the City Manager’s Office

2. Presentation submitted by the City Manager’s Office

Page 4 of 35 ends

Page 22 ends

Tuesday, December 2, 2025 MINUTES Page 1

MINUTES

BERKELEY CITY COUNCIL MEETING
Tuesday, December 2, 2025
6:00 PM
SCHOOL DISTRICT BOARD ROOM - 1231 ADDISON STREET, BERKELEY, CA 94702

ADENA ISHII, MAYOR
Councilmembers:

DISTRICT 1 – RASHI KESARWANI
DISTRICT 2 – TERRY TAPLIN
DISTRICT 3 – BEN BARTLETT
DISTRICT 4 – IGOR TREGUB
DISTRICT 5 – SHOSHANA O’KEEFE
DISTRICT 6 – BRENT BLACKABY
DISTRICT 7 – CECILIA LUNAPARRA
DISTRICT 8 – MARK HUMBERT
This meeting will be conducted in a hybrid model with both in-person and virtual attendance. Attend this meeting remotely using Zoom. To request to speak, use the “raise hand” function in Zoom. To join by phone: Dial 1-669- 254-5252 or 1-833-568-8864 (Toll Free) and enter Meeting ID: 160 966 0575. To provide public comment, Press *9 and wait to be recognized by the Chair. To submit a written communication for the public record, email [email protected].

Live captioned broadcasts of Council meetings are available on B-TV (Channel 33) and via internet video stream.

All Council meetings are recorded.

This meeting will be conducted in accordance with the Brown Act, Government Code Section 54953. Any member of the public may attend this meeting, however, if you are feeling sick, please do not attend the meeting in person.

The City Council may take action related to any subject listed on the Agenda.

Government Code Section 84308 (Levine Act) - Parties to a proceeding involving a license, permit, or other entitlement for use are required to disclose if they made contributions over $500 within the prior 12 months to any City employee or officer. Parties and participants with a financial interest are prohibited from making more than $500 in contributions to a decisionmaker for the 12 months after the final decision is rendered on the proceeding.

Attachment 2
Ordinance No.
7,996-N.S.

Page 5 of 35 ends

Page 23 ends

Tuesday, December 2, 2025 MINUTES Page 2
Preliminary Matters
Roll Call: 6:36 p.m.

Present: Kesarwani, Taplin, O’Keefe, Blackaby, Humbert, Ishii

Absent: Bartlett, Tregub, Lunaparra
Councilmember Lunaparra present at 6:37 p.m.

Councilmember Tregub present at 6:37 p.m.

Councilmember Bartlett present at 6:38 p.m.

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

Ceremonial Matters:

1. Adjourn in memory of Evie Wozniak, Community Activist

2. Legislative Update by Senator Jesse Arreguin

3. Adjourn in memory of Berkeley Fire Captain Scott Hall City Manager Comments: None
Public Comment on Non-Agenda Matters: 9 speakers.

Public Comment by Employee Unions: 0 speakers.

Consent Calendar
Public Comment on Consent Calendar and Information Items Only: 19 speakers.

Action: M/S/C (Taplin/Tregub) to adopt the Consent Calendar in one motion except as indicated including the City Manager’s recommendation on Item 26 and Item 27.

Vote: All Ayes.

Page 6 of 35 ends

Page 24 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 3

1. Amendments to Ordinance Prohibiting the Sale or Use of Coordinated Pricing Algorithms (BMC 13.63)
From: City Attorney
Recommendation: Adopt second reading of Ordinance No. 7,992-N.S. amending the Ordinance Prohibiting the Sale or Use of Coordinated Pricing Algorithms (BMC

13.63).

First Reading Vote: Ayes - Kesarwani, Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii; Noes – None; Abstain – None; Absent – Bartlett.

Financial Implications: See report
Contact: Farimah Brown, City Attorney, (510) 981-6950
Action: Adopted second reading of Ordinance No. 7,992–N.S.

2. Amendment: FY 2026 Annual Appropriations Ordinance
From: City Manager
Recommendation: Adopt second reading of Ordinance No. 7,993-N.S. amending the FY 2026 Annual Appropriations Ordinance No. 7,977–N.S. for fiscal year 2026 based upon recommended re-appropriation of committed FY 2025 funding and other adjustments authorized since July 1, 2025.

First Reading Vote: Ayes - Kesarwani, Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii; Noes – None; Abstain – None; Absent – Bartlett.

Financial Implications: See report
Contact: Maricar Dupaya, Budget Manager, (510) 981-7000 Action: Adopted second reading of Ordinance No. 7,993–N.S.

3. Sanctuary City Contracting Ordinance Updates
From: Councilmember Lunaparra (Author), Mayor Ishii (Co-Sponsor), Councilmember Humbert (Co-Sponsor), Councilmember Blackaby (Co- Sponsor)
Recommendation: Adopt second reading of Ordinance No. 7,994-N.S. amending the Sanctuary City Contracting Ordinance (BMC 13.105) to mirror key definitions with the language in the new Sanctuary City Ordinance and shorten the Right to Cure time period from 90 days to 30 days.

First Reading Vote: Ayes - Kesarwani, Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii; Noes – None; Abstain – None; Absent – Bartlett.

Financial Implications: None
Contact: Cecilia Lunaparra, Councilmember, District 7, (510) 981-7170 Action: Adopted second reading of Ordinance No. 7,994–N.S.

Page 7 of 35 ends

Page 25 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 4

4. Zoning Ordinance Amendments to Title 23 of the Berkeley Municipal Code for Consistency with State Law and Technical Edits (SLTE 2025) From: City Manager
Recommendation: Adopt the second reading of Ordinance No. 7,995-N.S. amending the following sections of the Berkeley Municipal Code (BMC) to maintain consistency and accuracy:
- 23.202.030 Additional Permit Requirements (Residential) - 23.202.050 R-1 Single Family Residential District
- 23.202.080 R-2 Restricted Two-Family Residential District - 23.202.090 R-2A Restricted Multiple-Family Residential District - 23.202.100 R-3 Multiple-Family Residential District
- 23.206.090 MU-R Mixed Use Residential District
- 23.326.030 Demolition of Residential Units
- 23.326.040 Eliminating Dwelling Units through Combination with Other Units First Reading Vote: All Ayes.

Financial Implications: None
Contact: Jordan Klein, Planning and Development, (510) 981-7400 Action: Adopted second reading of Ordinance No. 7,995–N.S.

5. Minutes for Approval
From: City Manager
Recommendation: Approve the minutes for the Council meetings of November 6, 2025 (special), November 10, 2025 (closed), November 10, 2025 (regular), November 18, 2025 (special and regular).

Financial Implications: None
Contact: Mark Numainville, City Clerk, (510) 981-6900
Action: Approved the minutes as submitted.

6. Revised Conflict of Interest Code
From: City Manager
Recommendation: Adopt a Resolution approving a revised Conflict of Interest Code for the City of Berkeley and rescinding Resolution No. 71,108–N.S.

Financial Implications: See report
Contact: Mark Numainville, City Clerk, (510) 981-6900
Action: Adopted Resolution No. 72,049–N.S.

Page 8 of 35 ends

Page 26 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 5

7. Acceptance of Grant Funds and Contract: Healthy Black Families – Equity 4 Black Berkeley (E4BB) Transition
From: City Manager
Recommendation: Adopt a Resolution: 1. Accepting $90,000 in grant funds from the San Francisco Foundation to support the Equity 4 Black Berkeley (E4BB) initiative; and 2. Authorizing the City Manager, or designee, to execute a contract and any amendments with Healthy Black Families (HBF) for an amount not to exceed $90,000 to provide technical assistance, fiscal sponsorship, and organizational development services to support the establishment of an independent nonprofit organization to carry forward the work of Equity 4 Black Berkeley.

Financial Implications: See report
Contact: Rex Brown, City Manager’s Office, (510) 981-7000 Action: Adopted Resolution No. 72,050–N.S.

8. Authorizing the City Manager to Sign the Downtown Property-Based Business Improvement District (PBID) Petition and Ballot on Behalf of the City of Berkeley
From: City Manager
Recommendation: Adopt a Resolution: 1. Authorizing the City Manager to approve and sign the “Preliminary Petition to Reestablish the Downtown Berkeley Property- Based Business Improvement District” document on behalf of City-owned properties in the proposed Downtown PBID area; and 2. In the event the petition is successful in generating a ballot process to reestablish a Downtown PBID, authorizing the City Manager to vote YES on any ballots on behalf of City-owned properties in the proposed Downtown PBID area.

Financial Implications: See report
Contact: Eleanor Hollander, Economic Development, (510) 981-7530 Action: Adopted Resolution No. 72,051–N.S.

9. Formal Bid Solicitations and Request for Proposals Scheduled for Possible Issuance After Council Approval on December 2, 2025
From: City Manager
Recommendation: Approve the request for proposals or invitation for bids (attached to staff report) that will be, or are planned to be, issued upon final approval by the requesting department or division. All contracts over the City Manager’s threshold will be returned to Council for final approval.

Financial Implications: See report
Contact: Henry Oyekanmi, Finance, (510) 981-7300
Action: Approved recommendation.

Page 9 of 35 ends

Page 27 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 6

10. Contract: CentralSquare Technologies, LLC for Dispatch Center Software and Services
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager or their designee to enter into a contract with Central Square Technologies, LLC for Dispatch Center software and services using Sourcewell Contract No. 030425. The four-year contract base period will begin on December 1, 2025, and end November 30, 2029, and will not exceed $103,635. There will be two optional one-year extensions, from December 1, 2029, to November 30, 2031. The total six-year contract amount will not exceed $212,602 which includes a $20,000 contingency.

Financial Implications: See report
Contact: David Sprague, Fire, (510) 981-3473
Action: Adopted Resolution No. 72,052–N.S.

11. Revenue Contract: 2026 Community Services Block Grant From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager or designee to:

1. Accept the 2026 Community Services Block Grant (CSBG) contract to provide services for low-income people from January 1, 2026, to April 30, 2027; and, 2.

Execute any resultant agreements and amendments including amendments that may decrease or increase the contract amount, add discretionary funding, and change or update the contract terms.

Financial Implications: See report
Contact: Scott Gilman, Health, Housing, and Community Services, (510) 981-5100 Action: Adopted Resolution No. 72,053–N.S.

12. Contract No. 32000232 Amendment: Worldwide Travel Staffing for Nurse Registry Services
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager or designee to amend Contract No. 32000232 with Worldwide Travel Staffing for nurse registry services for a total contract amount not to exceed $1,772,580 through June 30, 2027. This amendment will add $500,000 in funding and two years to the contract term, through June 30, 2027.

Financial Implications: See report
Contact: Scott Gilman, Health, Housing, and Community Services, (510) 981-5100 Action: Adopted Resolution No. 72,054–N.S.

Page 10 of 35 ends

Page 28 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 7

13. Loan Modifications for Existing Housing Trust Fund Projects: Margaret Breland Homes (2577 San Pablo Avenue) and Mable Howard Apartments (3250 Sacramento Street)
From: City Manager
Recommendation: Adopt a Resolution approving amendments to existing Housing Trust Fund (HTF) loan documents for Margaret Breland Homes and Mable Howard Apartments to: 1. Approve the transfer of ownership of both properties to Berkeley Senior Recap, L.P., a new ownership entity formed to apply for Low-Income Housing Tax Credits (LIHTC), with Resources for Community Development (RCD) as the Managing General Partner; 2. Approve the addition of the future tax credit investor limited partner at the time of the construction loan closing, as required by the LIHTC program; 3. Approve the extension of the City’s current loans and regulatory agreements for both properties to new 55-year periods and the reduction of interest rates from 6% simple interest to the Applicable Federal Rate (AFR) in effect at the time of construction loan closing (currently approximately 4.8%); and 4. Authorize the City Manager or their designee to execute all documents required to effectuate these actions, including amendments to existing loan agreements.

Financial Implications: See report.

Contact: Scott Gilman, Health, Housing, and Community Services, (510) 981-5100 Action: Adopted Resolution No. 72,055–N.S.

14. Contract No. 081263-1 Amendment: Uprise Claremont Behavioral Services for Employee Assistance Program Services
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to amend Contract No. 081263-1 with Uprise Claremont Behavioral Services (Claremont) in order to provide continued services for the Employee Assistance Program (EAP) by approving the rate increases for January 1, 2026 through January 1, 2029 and extending the contract from December 31, 2025 through January 1, 2029.

Financial Implications: See report
Contact: Janelle Rodrigues, Human Resources, (510) 981-6800 Action: Adopted Resolution No. 72,056–N.S.

Page 11 of 35 ends

Page 29 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 8

15. Adoption of Successor Memorandum Agreement: International Brotherhood of Electrical Workers Local 1245
From: City Manager
Recommendation:

1. Adopt a Resolution approving the successor three-year Memorandum Agreement with the International Brotherhood of Electrical Workers Local 1245 with a term of July 1, 2025, through June 30, 2028, authorizing the City Manager to execute and implement the revised terms and conditions of employment set forth in the Memorandum Agreement; and

2. Adopt a new classification and salary resolution for International Brotherhood of Electrical Workers, Local 1245 and rescinding Resolution No. 70,453-N.S.

Financial Implications: See report
Contact: Janelle Rodrigues, Human Resources, (510) 981-6800 Action: Adopted Resolution No. 72,057–N.S. (Memorandum Agreement), Resolution No. 72,058–N.S. (Classification and Salary).

16. Contract: Plante Moran for Professional Services and Licensing of Informatica Integration Platform as a Service (iPaaS)
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to execute a contract with Plante Moran for professional services and software licensing of the Informatica Integration Platform as a Service (iPaaS) in an amount not to exceed $700,000 from December 3, 2025 through December 31, 2027.

Financial Implications: See report
Contact: Kevin Fong, Information Technology, (510) 981-6500 Action: Adopted Resolution No. 72,059–N.S.

17. Contract No. 32400019 Amendment: Berkeley Community Media for Public Access Television
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to amend Contract No. 32400019 with Berkeley Community Media (“BCM”) for Public, Educational, and Governmental (“PEG”) access services for an additional $150,000 for a total not to exceed amount of $1,004,130.

Financial Implications: PEG Access Fund - $150,000
Contact: Kevin Fong, Information Technology, (510) 981-6500 Action: Adopted Resolution No. 72,060–N.S.

Page 12 of 35 ends

Page 30 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 9

18. Contract No. 32400104 Amendment: SmartWave for City Facility Managed Wi-Fi From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to amend Contract No. 32400104 with Smartwave Technologies LLC, for managed Wi-Fi and related services increasing the amount by $280,000 for a total not-to-exceed amount of $900,000 from July 25, 2023 to June 30, 2027.

Financial Implications: See report
Contact: Kevin Fong, Information Technology, (510) 981-6500 Action: Adopted Resolution No. 72,061–N.S.

19. Contract No. 31900184 Amendment: Alcor Solutions, Inc. for Professional Services for ServiceNow and Intranet
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to execute an amendment to contract No. 31900184 with Alcor Solutions, Inc. for professional services for ServiceNow and the City’s Intranet increasing the amount by $155,000 for an amended total not to exceed amount of $990,564 from February 14, 2017 to June 30, 2026.

Financial Implications: IT Cost Allocation Fund - $155,000 Contact: Kevin Fong, Information Technology, (510) 981-6500 Action: Adopted Resolution No. 72,062–N.S.

20. Donation for the Thousand Oaks School Park Improvement Project in Memory of Michael Seltzer
From: City Manager
Recommendation: Adopt a Resolution accepting a cash donation of up to $80,000 for the Thousand Oaks School Park Improvement Project in memory of Michael Seltzer.

Financial Implications: See report.

Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700 Action: Adopted Resolution No. 72,063–N.S.

Page 13 of 35 ends

Page 31 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 10

21. Contract: Bauman Landscape and Construction, Inc. for The Tom Bates Regional Sports Complex Community Facility, Pickleball Courts and U8 Soccer Field Project
From: City Manager
Recommendation: Adopt a Resolution: 1. Approving the plans and specifications for the Tom Bates Regional Sports Complex Community Facility, Pickleball Courts and U8 Soccer Field Project (Bid Specification No. 25-11736-C); and 2. Rejecting the bid protest of Azul Works, Inc., the second-lowest bidder; and 3. Accepting the bid of Bauman Landscape and Construction, Inc. as the lowest responsive and responsible bidder on the Project; and 4. Authorizing the City Manager to execute a contract and any amendments, extensions or other change orders until completion of the project in accordance with the approved plans and specifications, with Bauman Landscape and Construction, Inc., for the Tom Bates Regional Sports Complex Community Facility, Pickleball Courts and U8 Soccer Field Project, in an amount not to exceed $6,515,433, which includes a contract base amount of $5,223,909 and additive bid No. 1 in the amount of $769,134 and an 8.7% contingency in the amount of $522,391 for unforeseen circumstances.

Financial Implications: See report
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700 Action: Adopted Resolution No. 72,064–N.S.

22. Grant Application: Environmental Enhancement and Mitigation (EEM) Tree Planting Proposal
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to submit an Environmental Enhancement and Mitigation (EEM) grant application to plant urban forest trees in the amount up to $750,000; to accept the grant; to execute any resultant revenue agreements and amendments; and authorizing the implementation of the project and appropriation of funding for related expenses, subject to securing the grant.

Financial Implications: One-Time Grants Fund - $750,000 (revenue) Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700 Action: Adopted Resolution No. 72,065–N.S.

23. Grant Application: Ocean Protection Council SB1 funds for the University Ave Sea-Level Rise Adaptation Plan
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager or his designee to submit a grant application to the Ocean Protection Council SB1 program for the University Ave Sea-Level Rise Adaptation Plan for up to $500,000; accept any grants; execute any resulting grant agreements and any amendments; and that Council authorize the implementation of the project and appropriation of funding for related expenses, subject to securing the grant.

Financial Implications: $500,000 (revenue)
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700 Action: Adopted Resolution No. 72,066–N.S.

Page 14 of 35 ends

Page 32 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 11

24. Grant Application: the CA Economic Development Department’s Employment Training and Pathways Program Funding for Additional YouthWorks Participants
From: City Manager
Recommendation: Adopt a Resolution designating the City Manager or his designee as the authorized signatory to submit a grant application to the CA Employment Training and Pathways Program for up to $600,000; accept the grant; execute all necessary agreements, contracts, and documents required to secure and administer said funds; and the City Council authorizes the implementation of the projects and appropriation of funding for related expenses, subject to securing the grant.

Financial Implications: $600,000 (revenue)
Contact: Scott Ferris, Parks, Recreation and Waterfront, (510) 981-6700 Action: Adopted Resolution No. 72,067–N.S.

25. Contract: Passport Labs Incorporated for Parking Citation and Permit Management System (CPMS)
From: City Manager
Recommendation: Adopt a Resolution authorizing the City Manager to execute a contract and any necessary amendments with Passport Labs Inc. for a Parking Citation and Permit Management System for a three-year contract for a total of $1.7 million dollars with an option to extend the contract for two years for a maximum length of five years.

Financial Implications: See report
Contact: Jennifer Louis, Police, (510) 981-5900
Action: Adopted Resolution No. 72,068–N.S.

Page 15 of 35 ends

Page 33 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 12
26a. Loan Modification Requests for Housing Trust Fund Projects at 1139 Hearst Avenue, 3253 Adeline Street, and 1471 Addison Street and Update Interest Rates and Accrued Interest on Housing Trust Fund Loans
From: Housing Advisory Commission
Recommendation: Adopt a Resolution approving the following actions for Housing Trust Fund (HTF) loans and direct staff to examine the HTF administrative guidelines:

1. Extend Resources for Community Development’s existing HTF loan for 1139 Hearst Avenue (Hearst Street Apartments) for five years and reduce the interest rate for the remaining term to 3% simple interest. The principal amount of $916,000 will remain the same.

2. Combine South Berkeley Neighborhood Development Corporation’s three HTF loans for 3253 Adeline Street (Lorin Station) into a new loan in the amount of $1,230,117, with 0% interest and a new loan maturity date of May 7, 2079, to align with their 2021 emergency rehab loan. The Regulatory Agreement will have a term of May 7, 2079, to be coterminous with the loan maturity date.

3. Refinance existing HTF loan for 1471 Addison Street (Addison Court Housing Cooperative) into a new loan with a 55-year term and 3% simple interest. The principal amount of $150,000 will remain the same. The Regulatory Agreement will have a term of November 1, 2080, to be coterminous with the loan maturity date.

4. Authorize the City Manager or designee to execute all documents required to effectuate these actions, including amendments to existing loan agreements.

5. Forgive the accrued interest as of the effective date of the new and/or amended loan for each new loan for Hearst Street Apartments, Lorin Station, and Addison Court Housing Cooperative.

6. Direct staff to examine the HTF administrative guidelines to update the standards for interest rates and accrued interest for future HTF loans.

Financial Implications: See report
Contact: Mike Uberti, Commission Secretary, (510) 981-7400 Action: See action for Item 26b.

Page 16 of 35 ends

Page 34 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 13
26b. Companion Report: Loan Modification Requests for Housing Trust Fund Projects at 1139 Hearst Avenue, 3253 Adeline Street, and 1471 Addison Street and Update Interest Rates and Accrued Interest on Housing Trust Fund Loans From: City Manager
Recommendation: Adopt a Resolution approving the following actions to modify three existing Housing Trust Fund (HTF) loans by:

1. Authorizing the City Manager or designee to extend Resources for Community Development’s existing HTF loan for 1139 Hearst Avenue (Hearst Street Apartments) for five years and reducing the interest rate for the remaining term to 3% simple interest. The principal amount of $916,000 will remain the same.

2. Authorizing the City Manager or designee to combine South Berkeley Neighborhood Development Corporation’s three HTF loans for 3253 Adeline Street (Lorin Station) into a new loan in the amount of $1,230,117, with 0% interest and a new loan maturity date of May 7, 2079, to align with their 2021 emergency rehab loan. The Regulatory Agreement will have a term of May 7, 2079, to be coterminous with the loan maturity date.

3. Authorizing the City Manager or designee to refinance the existing HTF loan for 1471 Addison Street (Addison Court Housing Cooperative) into a new loan with a 55- year term and 3% simple interest. The principal amount of $150,000 will remain the same. The Regulatory Agreement will have a term of November 1, 2080, to be coterminous with the loan maturity date.

4. Authorizing the City Manager or designee to execute all original or amended documents or agreements to effectuate these actions, including amendments to existing loan agreements.

5. Direct staff to examine the HTF administrative guidelines to update the standards for interest rates and accrued interest for future HTF loans.

Financial Implications: See report.

Contact: Scott Gilman, Health, Housing, and Community Services, (510) 981-5100 Action: Adopted Resolution No. 72,069–N.S. as presented in Item 26b. 27a. Affordable Housing for Artists Report
From: Housing Advisory Commission, Civic Arts Commission Recommendation: Approve the “Keeping Creativity Local: A Strategic Response to Affordable Housing for Artists” report and direct the City Manager to evaluate and implement the report recommendations as appropriate.

Financial Implications: See report
Contact: Snow Zhu, Commission Secretary, (510) 981-5100, Jennifer Lovvorn, Commission Secretary, (510) 981-7530
Action: See action for Item 27b.

Page 17 of 35 ends

Page 35 ends

Consent Calendar
Tuesday, December 2, 2025 MINUTES Page 14
27b. Companion Report: Affordable Housing for Artists Report From: City Manager
Recommendation: Receive the Keeping Creativity Local: A Strategic Response to Affordable Housing for Artists report. Should the Council wish to move forward with any of the report’s policy recommendations, refer them to the budget process for evaluation of resource needs, feasibility, and prioritization through Reweighted Range Voting (RRV) process.

Financial Implications: See report.

Contact: Scott Gilman, Health, Housing, and Community Services, (510) 981-5100 Action: Approved recommendation in Item 27b. and referred recommendations 1-7 to the City Manager for either incorporation into existing work in progress for analysis and action if feasible, or for council ranking via the RRV process. For recommendation #2 from the commissions, make this a citywide referral to develop an incentive program and refer to the RRV process.

Council Consent Items

28. Annual Berkeley Holiday Fund: Relinquishment of Council Office Budget Funds to General Fund and Grant of Such Fund
From: Mayor Ishii (Author), Councilmember Tregub (Co-Sponsor), Councilmember Blackaby (Co-Sponsor)
Recommendation: Adopt a Resolution approving the expenditure of an amount not to exceed $500 per Councilmember including $500 from Mayor Ishii, $500 from Councilmember Blackaby, and $250 from Councilmember Igor Tregub to the Berkeley Holiday Fund with funds relinquished to the City’s general fund for this purpose from the discretionary Council Office Budgets of Mayor Ishii and any other Councilmembers who would like to contribute.

Financial Implications: See report
Contact: Adena Ishii, Mayor, (510) 981-7100
Action: Adopted Resolution No. 72,070–N.S. amended to include contributions from the following Councilmembers up to the amounts listed: Councilmember Humbert - $250; Councilmember Bartlett - $250; Councilmember Taplin - $500; Councilmember Blackaby - $500; Councilmember Tregub - $250; Councilmember O’Keefe - $250; Councilmember Kesarwani - $100; Councilmember Lunaparra - $200.

Page 18 of 35 ends

Page 36 ends

Council Consent Items
Tuesday, December 2, 2025 MINUTES Page 15

29. Urban Compassion Project: Relinquishment of Council Office Budget Funds to General Fund for Grant of Such Funds
From: Councilmember Kesarwani (Author), Mayor Ishii (Co-Sponsor), Councilmember O'Keefe (Co-Sponsor), Councilmember Lunaparra (Co- Sponsor)
Recommendation: Adopt a resolution approving the expenditure of an amount not to exceed $1,000 per Councilmember including a $1,000 donation from Councilmember Kesarwani and $1,000 from Mayor Ishii to the Urban Compassion Project with funds relinquished to the City’s General Fund for this purpose from the discretionary Council Office Budget of Councilmember Kesarwani and Mayor Ishii and any other Councilmembers who would like to contribute.

Financial Implications: See report
Contact: Rashi Kesarwani, Councilmember, District 1, (510) 981-7110 Action: Adopted Resolution No. 72,071–N.S. amended to include contributions from the following Councilmembers up to the amounts listed: Councilmember Humbert - $250; Councilmember Bartlett - $100; Councilmember Taplin - $250; Councilmember Blackaby - $250; Councilmember Tregub - $250; Councilmember Lunaparra - $800.

30. Resolution for Unionization Efforts by Employees of Ècole Bilingue From: Councilmember Taplin (Author), Councilmember Tregub (Co-Sponsor), Councilmember Lunaparra (Co-Sponsor)
Recommendation: Adopt a Resolution in support of Ècole Bilingue de Berkeley administrative, support, and enrichment staff unionization effort.

Financial Implications: None
Contact: Terry Taplin, Councilmember, District 2, (510) 981-7120 Action: Councilmember O’Keefe added as a co-sponsor. Adopted Resolution No. 72,072–N.S.

Page 19 of 35 ends

Page 37 ends

Council Consent Items
Tuesday, December 2, 2025 MINUTES Page 16

31. Creations Berkeley – Black Joy Club Kwanzaa Toy Drive and Celebration on December 11, 2025 – Relinquishment of Council Office Budget Funds to General Fund and Grant of Such Funds
From: Councilmember Bartlett (Author)
Recommendation: Adopt a Resolution approving the expenditure of an amount not to exceed $250 per Councilmember, including $250 from the discretionary Council Office Budget of Councilmember Ben Bartlett, to Creations Berkeley Media & Performing Arts, Inc., to support the Black Joy Club’s Kwanzaa Toy Drive and Celebration at Sylvia Mendez Elementary School on Wednesday, December 11, 2025. The funds will be relinquished to the City’s General Fund from the Discretionary Council Office Budget of Councilmember Ben Bartlett and the Discretionary Council Office Budgets of any other Councilmembers who would like to contribute.

Financial Implications: Councilmember’s Discretionary Funds - $250 Contact: Ben Bartlett, Councilmember, District 3, (510) 981-7130 Action: Adopted Resolution No. 72,073–N.S. amended to include contributions from the following Councilmembers up to the amounts listed: Councilmember Humbert - $250; Councilmember Blackaby - $250; Councilmember Taplin - $250; Councilmember Tregub - $250; Councilmember O’Keefe - $250; Councilmember Kesarwani - $100; Councilmember Lunaparra - $200; Mayor Ishii - $250.

32. Budget Referral: FY26 AAO1 Downtown Berkeley Revitalization Projects From: Councilmember Tregub (Author)
Recommendation: Refer the (1) Addison Catenary Lighting Project, (2) Oxford for All proposal, and (3) Harold Way Placemaking Project schematic design to the Fiscal Year 2026 (FY26) Annual Appropriations Ordinance #1 (AAO1) budget process to be funded through the Street and Open Space Improvement Plan (SOSIP) and/or Long- Range Development Plan (LRDP) Funds.

These projects are high-impact investments in Downtown Berkeley’s ongoing revitalization. By transforming these key downtown spaces into safe, visually captivating, walkable destinations, these projects will encourage more residents, students, and visitors to explore local shops, restaurants, and cultural venues. These projects will highlight Berkeley’s creative and transit-oriented character, inviting people to visit, linger, take photos, and share their experiences. As pedestrian and bike traffic increases, existing businesses will be encouraged to extend hours, host outdoor events, and new businesses will be encouraged to occupy vacant storefronts creating a positive cycle of growth and reinvestment that benefits the entire community.

Through public-private collaboration and thoughtful designs, these initiatives will transform Downtown Berkeley with a spirit of creativity, inclusivity, urban vibrancy, and transit safety-- a place where people want to gather, spend time, and contribute to the city’s economic life.

Financial Implications: See report
Contact: Igor Tregub, Councilmember, District 4, (510) 981-7140 Action: Approved recommendation as amended to be a referral to AAO#2 and the next biennial budget process.

Page 20 of 35 ends

Page 38 ends

Council Consent Items
Tuesday, December 2, 2025 MINUTES Page 17

33. Referral to the City Manager and City Attorney: Vibrant Storefront Policy From: Councilmember Tregub (Author), Mayor Ishii (Co-Sponsor), Councilmember Blackaby (Co-Sponsor), Councilmember O'Keefe (Co- Sponsor)
Recommendation: Referral to the City Manager and City Attorney to develop a vibrant storefront policy that sets performance standards and considers additional strategies to address a growing number of ground-floor storefront vacancies in Berkeley’s commercial districts.

Financial Implications: See report
Contact: Igor Tregub, Councilmember, District 4, (510) 981-7140 Action: Mayor Ishii added as a co-sponsor. Approved recommendation.

34. Annual Report on Gifts Received
From: Councilmember O’Keefe (Author)
Recommendation: Accept the Library’s annual reporting to the City Council of gifts received in FY 2025 as mandated by CC Resolution No. 65,444-N.S.

Financial Implications: None
Contact: Shoshana O'Keefe, Councilmember, District 5, (510) 981-7150, Henry Bankhead, Library, (510) 981-6100
Action: Adopted Resolution No. 72,074–N.S.

35. Board of Library Trustees Reappointment: Beverly Greene From: Councilmember O’Keefe (Author)
Recommendation: Adopt a Resolution Approving the Reappointment of Beverly Greene to the Board of Library Trustees (“BOLT”) for a second term of four years commencing December 3, 2025.

Financial Implications: None
Contact: Shoshana O'Keefe, Councilmember, District 5, (510) 981-7150, Henry Bankhead, Library, (510) 981-6100
Action: Adopted Resolution No. 72,075–N.S.

36. Notifying Residents of Upcoming Public Works Projects in their Neighborhoods
From: Councilmember Blackaby (Author), Councilmember Tregub (Co- Sponsor), Councilmember Kesarwani (Co-Sponsor), Councilmember Taplin (Co-Sponsor)
Recommendation: Referral to the City Manager to develop a proactive communication system to alert the community of upcoming infrastructure projects from Public Works, EBMUD, PG&E, and other large housing or commercial development projects.

Financial Implications: Staff time
Contact: Brent Blackaby, Councilmember, District 6, (510) 981-7160 Action: Approved recommendation.

Page 21 of 35 ends

Page 39 ends

Council Consent Items
Tuesday, December 2, 2025 MINUTES Page 18

37. Berkeley Symphony Orchestra Winter Promenade: Relinquishment of Council Office Budget Funds to General Fund and Grant of Such Funds From: Councilmember Lunaparra (Author), Mayor Ishii (Co-Sponsor), Councilmember Tregub (Co-Sponsor), Councilmember O'Keefe (Co-Sponsor) Recommendation: Adopt a Resolution approving the expenditure of an amount not to exceed $500 per Councilmember, including $500 from Councilmember Lunaparra’s discretionary fund and funds from any other Councilmembers who would like to contribute to the Berkeley Symphony Orchestra (BSO) for their 2025 Winter Promenade fundraising event with funds relinquished to the City’s general fund for this purpose.

Financial Implications: See report
Contact: Cecilia Lunaparra, Councilmember, District 7, (510) 981-7170 Action: Adopted Resolution No. 72,076–N.S. amended to include contributions from the following Councilmembers up to the amounts listed: Councilmember Humbert - $100; Councilmember Bartlett - $250; Councilmember Taplin - $250; Councilmember Blackaby - $250; Councilmember Tregub - $250; Councilmember Kesarwani - $100.

Action Calendar – Public Hearings

38. Renewal of the Elmwood Avenue BID for Calendar Year 2026 From: City Manager
Recommendation: Conduct a public hearing and, upon conclusion, adopt a Resolution confirming the Annual Report and Budget for the Elmwood Business Improvement District (hereafter, “the District”, “the Elmwood BID” or “the BID”) for 2025-26 and, if no majority protest exists, levy annual assessments in the District for calendar year 2026 to finance services and improvements and authorize a fiscal agency contract with Elmwood Business Association for receipt and expenditure of District funds.

Financial Implications: See report
Contact: Eleanor Hollander, Economic Development, (510) 981-7530 Public Testimony: The Mayor opened the public hearing. 0 speakers.

M/S/C (Humbert/Taplin) to close the public hearing.

Vote: All Ayes.

Action: M/S/C (Humbert/Tregub) to adopt Resolution No. 72,077–N.S.

Vote: All Ayes.

Page 22 of 35 ends

Page 40 ends

Action Calendar – Public Hearings
Tuesday, December 2, 2025 MINUTES Page 19

39. Renewal of the Solano Avenue BID for Calendar Year 2026 From: City Manager
Recommendation: Conduct a public hearing and, upon conclusion, adopt a Resolution confirming the Annual Report and Budget for the Solano Avenue Business Improvement District (hereafter, “Solano BID Advisory Board” or “the BID”) for 2025-2026 and, if no majority protest exists, levy annual assessments in the District for calendar year 2026 to finance services and improvements and authorize a fiscal agency contract for receipt and expenditure of District funds.

Financial Implications: See report
Contact: Eleanor Hollander, Economic Development, (510) 981-7530 Public Testimony: The Mayor opened the public hearing. 0 speakers.

M/S/C (Blackaby/Taplin) to close the public hearing.

Vote: All Ayes.

Action: M/S/C (O’Keefe/Blackaby) to adopt Resolution No. 72,078–N.S.

Vote: All Ayes.

40. Adoption of the 2025 California Fire Code with Local Amendments – Second Reading
From: City Manager
Recommendation: Conduct a public hearing and upon conclusion adopt the second reading of Ordinance No. 7,990-N.S. repealing and reenacting the Berkeley Fire Code, including amendments to the California Fire Code as outlined in the proposed ordinance, plus Appendix Chapters D, E, F, O and P published by the International Code Council not included in the California Building Standards Code, as Berkeley Municipal Code Chapter 19.48.

First Reading Vote: All Ayes.

Financial Implications: See report
Contact: David Sprague, Fire, (510) 981-3473
Public Testimony: The Mayor opened the public hearing. 31 speakers.

M/S/C (Kesarwani/Taplin) to close the public hearing.

Vote: All Ayes.

Action: M/S/C (Ishii/Taplin) to adopt the second reading of Ordinance No. 7,990– N.S. Further, refer Sections 503.2.1, 503.2.2, and 503.4.1 and Appendix D, including section D105.2, to the City Manager and the Facilities, Infrastructure, Transportation, Environment & Sustainability (FITES) Policy Committee to develop and recommend revisions for Council consideration by April 2026. The Mayor will submit an agenda item for a meeting in January 2026 with a referral for staff to develop Transportation Design Standards.

Vote: Ayes – Kesarwani, Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii; Noes – None; Abstain – None; Absent – Bartlett.

Page 23 of 35 ends

Page 41 ends

Action Calendar – Public Hearings
Tuesday, December 2, 2025 MINUTES Page 20

41. Adoption of and Amendments to the California Wildland-Urban Interface (WUI) Code – Second Reading
From: City Manager
Recommendation: Conduct a public hearing and upon conclusion adopt the second reading of Ordinance No. 7,991-N.S. creating a new Berkeley Municipal Code Chapter 19.49 and adopting the 2025 California Wildland-Urban Interface (WUI) Code, Title 24 Part 7, along with local amendments.

First Reading Vote: All Ayes
Financial Implications: See report
Contact: David Sprague, Fire, (510) 981-3473
Public Testimony: The Mayor opened the public hearing. 4 speakers.

M/S/C (Tregub/Taplin) to close the public hearing.

Vote: Ayes – Kesarwani, Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii; Noes – None; Abstain – None; Absent – Bartlett.

Action: M/S/C (Blackaby/Humbert) to adopt the second reading of Ordinance No. 7,991–N.S. and approve the recommendations below.
 Thank the members of the WUI Vegetation Code Workgroup for their efforts, including their very detailed and thoughtful recommendations in 2 letters back to Council;
 Refer to the City Manager the items in the Workgroup's letter (including non- combustible trash & recycling bins, wood shake roofs, wire mesh size for Vector Control, and facilitating permitting of metal privacy screens to replace privacy hedges) to then return to Council with specific proposals for consideration; and
 After the State Board of Forestry finalizes its Zone Zero regulations, request that the City Manager reconvene the Workgroup to help provide feedback on the differences between the state and local vegetation management laws (if any), such that the City Manager can then report back to City Council with an update within 90 days of the state's new rules.

Vote: Ayes – Kesarwani, Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii; Noes – None; Abstain – None; Absent – Bartlett.

Page 24 of 35 ends

Page 42 ends

Action Calendar – Public Hearings
Tuesday, December 2, 2025 MINUTES Page 21

42. Amendments to Title 23 (Zoning) to Allow the Retail Sale of Alcohol in the Telegraph Avenue Commercial (C-T) Zoning District
From: City Manager
Recommendation: Conduct a public hearing and upon conclusion, adopt the first reading of an ordinance amending the BMC Title 23 Section 23.204.020 to allow the retail sale of alcohol in the Telegraph Avenue Commercial (C-T) zoning district.

Financial Implications: See report
Contact: Jordan Klein, Planning and Development, (510) 981-7400 Public Testimony: The Mayor opened the public hearing. 1 speaker.

M/S/C (Lunaparra/Humbert) to close the public hearing.

Vote: All Ayes.

Action: M/S/C (Lunaparra/Tregub) to adopt the first reading of Ordinance No. 7,996–N.S. Second reading scheduled for January 20, 2026.

Vote: All Ayes.

43. Amendments to Title 21 (Subdivisions) to Allow Separate Sale of ADUs From: City Manager
Recommendation: Conduct a public hearing, and upon conclusion, adopt the first reading of an Ordinance to amend Berkeley Municipal Code Title 21 (Subdivisions Ordinance) and Chapter 23.306 Accessory Dwelling Units to implement Assembly Bill (AB) 1033 by establishing local regulations for the separate sale of ADUs as condominiums.

Financial Implications: None
Contact: Jordan Klein, Planning and Development, (510) 981-7400 Action: M/S/C (Ishii/O’Keefe) to schedule Item 43 for the January 20, 2026 regular meeting including revised material from Councilmember Lunaparra.

Vote: Ayes – Kesarwani, Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii; Noes – None; Abstain – None; Absent – Bartlett.

Information Reports

44. Economic Impact Study: Berkeley's Creative Economy and Assessment of Pandemic Relief Investments
From: City Manager
Contact: Eleanor Hollander, Economic Development, (510) 981-7530 Action: Received and filed.

45. Sanctuary City Contracting Compliance Report for FY 2024 and 2025 From: City Manager
Contact: Henry Oyekanmi, Finance, (510) 981-7300
Action: Received and filed.

Page 25 of 35 ends

Page 43 ends

Information Reports
Tuesday, December 2, 2025 MINUTES Page 22

46. Housing Advisory Commission Fiscal Year 2026 Work Plan From: Housing Advisory Commission
Contact: Snow Zhu, Commission Secretary, (510) 981-5100 Action: Received and filed.

Public Comment – Items Not Listed on the Agenda - 1 speaker.

Adjournment
Action: M/S/C (Taplin/O’Keefe) to adjourn the meeting.

Vote: Ayes – Kesarwani, Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii; Noes – None; Abstain – None; Absent – Bartlett.

Adjourned at 10:56 p.m.

I hereby certify that the foregoing is a true and correct record of the regular meeting held on December 2, 2025.
_________________________
Mark Numainville, City Clerk
Communications
Bell-to-Bell Mobile Device Policy

1. Erica Tsai

2. Amy Hill

3. Claudia Cattoglio and Davide Pietrobon
Flock Concerns

4. Lisa Ferguson

5. Amy Berlin

6. Diana Bohn

7. Summer Brenner

8. Elana Auerbach

9. Sepehr Nadimi

10.Madison Toloui

11.Berkeley Immigration Collaborative

12.Brian Hofer on behalf of Secure Justice
Upzoning

13.Utkarsh Nath (2)

14.Elke Glendenning

15.Baruch Moskovits (2)

16.Vivian Dempsey

17.Jeremy Poindexter (2)

Page 26 of 35 ends

Page 44 ends

Tuesday, December 2, 2025 MINUTES Page 23
EMBER

18.Margot Murtaugh
Public Safety Hazard Concern

19.Varun Paul
Berkeley Marina Concerns

20.Todd Jersey

21.Elizabeth Kowal and Constantine Philipides
Measure BB

22.Courtney Pal on behalf of non-profit affordable housing providers Berkeley Police at City Council Meetings

23.Jesse Sheehan
Parking Garage on Milvia

24.Ben Gerhardstein

25.Ben Gerhardstein and Liza Lutzker on behalf of Walk Bike Berkeley Carleton Street

26.Andrew Browning
2025 Bike Plan

27.Harald Leventhal
Veterans Building

28.Berkeley Community Latino Exhibit
Downtown Concerns

29.Elise Proulx
CAL Green Code Amendments

30.Danielle Amador

31.Zella Carmichael-Price

32.Maragaret Solomon

33.Duke Cruz Dela Rosa

34.Sanjna Shah
College Ave and Garber St. Crossing Concern

35.Anne Whyte
Measure FF

36.Joel Libove

Page 27 of 35 ends

Page 45 ends

Tuesday, December 2, 2025 MINUTES Page 24
Senior Transportation Waitlist

37.Ariadne Fellows-Mannion
Housing Concern

38.Hector91 Phuentes (3)
Missing Middle

39.Caephren McKenna (2)
2274 Shattuck Ave

40.Caephren McKenna (2)
City Council Concerns

41.Nicholas Lavrov
2136-2154 San Pablo

42.Brandon Yung
Property Taxes

43.Stephani Lesh
City Concern

44.John Vail
Landmarking

45.Harry Delmer

46.S. Entwistle
Holiday Party

47.John Craner
Street Fairs

48.Charles Siegel on behalf of Wike Bike Berkeley

49.Alfred Twu

50.Charles Siegel (2)

51.Barbara Bent
Renovation Schedule

52.Alex Merenkov
Berkeley Recycling Center

53.Lidia Villagomez
Formal Complaint

54.Jon Ruel Holder II

Page 28 of 35 ends

Page 46 ends

Tuesday, December 2, 2025 MINUTES Page 25
Density Paradox in LA

55.John J. Parman
Protecting Special Events

56.Lisa Bullwinkel
Signatures for Landmark Sites

57.Stephen Alpert (3)

58.Beth Gerstein
Holiday Promotions

59.Beth Roessner
UCB Mater Leasing

60.Barbara Gilbert
Property Damage Concern

61.Beatrice Huff
2298 Durant and 2360 Ellsworth

62.Heidi Webb on behalf of Jolene Kramer and Andrea Matsuoka Newsletters

63.Downtown Berkeley Association

64.Visit Berkeley
New Multi-Unit Buildings

65.Kelly Hammargren
Elementary Reading Program

66.Marina Ostrowicki
Letter

67.Eids TV
URL’s

68.Russbumper (4)
Forwards

69.Russbumper (3)
E-Scooters

70.Robert Borghese (10)

71.Devin Dollinger (4)

72.Carson Lepre (3)

73.Chandana Silarp

Page 29 of 35 ends

Page 47 ends

Tuesday, December 2, 2025 MINUTES Page 26

74.Sukka Vinay Kumar
Supplemental Communications and Reports 1
Item #40: Adoption of the 2025 California Fire Code with Local Amendments – Second Reading

75.Martin Bourque on behalf of the Ecology Center

76.Ben Gerhardstein on behalf of Walk Bike Berkeley

77.16 Similarly worded form letters “I am concerned about…” Supplemental Communications and Reports 2
Item #40: Adoption of the 2025 California Fire Code with Local Amendments – Second Reading

78.Revised agenda material submitted by Councilmember Cecilia Lunaparra and Councilmember Mark Humbert

79.Nancy Rader

80.Marilyn Simons

81.Warren Wells

82.Nancy Bartell

83.Sharon Rollins Singer (2)

84.Jan Murota

85.Scott Wren

86.Dahlia Armon

87.Charles Siegel

88.Bill Hickman and Evelyn Dilworth

89.Nancy Van Zwalenburg

90.Lisa Brenneis

91.Naomi Pearce

92.Constance Rivemale

93.Zachary Lamb

94.T.M. Scruggs

95.Jacqueline Gauthier

96.Dorothea Dorenz

97.William Fernholz

98.Howard Hertz

99.Sheryl Rose
100. Emilio Martinez-Cordero
101. Janet Coleman
102. David Brandon
103. Katie Calvert
104. Jim Williams
105. Melissa Short
106. Anne Boersma
107. Kori Kody
108. Chris Hamilton
109. Donna DeDiemar
110. Tobey M. Wiebe

Page 30 of 35 ends

Page 48 ends

Tuesday, December 2, 2025 MINUTES Page 27
111. Tom Yamaguchi
112. Meryl Siegal
113. Gary Brawer
114. Cindi Goldberg (2)
115. Howard Goldberg (2)
116. Lynda Caesara
117. Helen Walsh
118. Diane Carlson Estes
119. Krista Denton (2)
120. Mimi Main
121. Quinn Dombrowski
122. Chris Harrelson
123. David Moore
124. Pam Zelnik
125. Bernard Grandjacques
126. Darrell Owens
127. Erik Knaresboro & Guide Vito
128. Brian Gilbane
129. 8 Similarly worded form letters “People walking, biking…” 130. 10 Similarly worded form letters “The city has a long record of…” 131. 11 Similarly worded form letters “I am concerned about…” 132. 13 Similarly worded form letters “I am writing to…” Item #41: Adoption of and Amendments to the California Wildland-Urban Interface (WUI) Code – Second Reading
133. Supplemental agenda material submitted by the Fire Department Item #43: Amendments to Title 21 (Subdivisions) to Allow Separate Sale of ADUs 134. Revised agenda material submitted by Councilmember Cecilia Lunaparra and Councilmember Ben Bartlett
Supplemental Communications and Reports 3
Item #8: Authorizing the City Manager to Sign the Downtown Property-Based Business Improvement District (PBID) Petition and Ballot on Behalf of the City of Berkeley
135. Gregory Kalkanis
Item #9: Formal Bid Solicitations and Request for Proposals Scheduled for Possible Issuance After Council Approval on December 2, 2025 136. Carol Denney
Item #27a: Affordable Housing for Artists Report
Item #27b: Companion Report: Affordable Housing for Artists Report 137. Debbie Potter and Leah Simon Weisberg
138. Cameron Woo

Page 31 of 35 ends

Page 49 ends

Tuesday, December 2, 2025 MINUTES Page 28
Action Calendar
Item #40: Adoption of the 2025 California Fire Code with Local Amendments – Second Reading
139. William Springer
140. Leslie Sakai
141. Brick Conway
142. Thea Davison
143. Bianca Walser
144. Mark Stuhr
145. Diane Garcia
146. Amelia Fernholz
147. Robert Dering
148. Fredda Cassidy
149. Pablo Diaz-Gutierrez
150. Michael Tompkins
151. Thomas J. Ayres
152. Maragret Salmond
153. Bruce H. Feingold
154. Kathleen Krier
155. Marguerite Talley
156. Peter Samis
157. Jeffrey Heller
158. Bob Flasher
159. Todd Andrew
160. David Shere
161. Nancy Gillette
162. Ross Bernet
163. Verna Winters
164. Csilla Kenny
165. Sandy Emerson
166. Zach Franklin and Sofia Zander
167. David Mendelson
168. Scott Selmanoff
169. Blaine Merker
170. Graylon Wright
171. Daniel Swafford and Jacob Cohen
172. Henry Thomson
173. Carla Woodworth
174. Chris Carlisle
175. Paul Spinrad
176. Libby Lee-Egan
177. Leni Siegel
178. Dylan Clark
179. S. Entwistle
180. Carol Henning

Page 32 of 35 ends

Page 50 ends

Tuesday, December 2, 2025 MINUTES Page 29
181. 15 Similarly worded form letters “I am concerned…” Item #41: Adoption of and Amendments to the California Wildland-Urban Interface (WUI) Code – Second Reading
182. Fred Bamber
183. Susan McCutchan
Item #43: Amendments to Title 21 (Subdivisions) to Allow Separate Sale of ADUs 184. Sam Greenberg on behalf of the members and supporters of Eat Bay for Everyone
185. Debbie Sanderson and Kathy Crandall
186. Carrie Shores Diller

Page 33 of 35 ends

Page 51 ends

Monday, December 8, 2025 MINUTES Page 1

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

S P E C I A L M E E T I N G M I N U T E S
MONDAY, DECEMBER 8, 2025
1:30 P.M.
2180 MILVIA STREET, BERKELEY, CA 94704 – REDWOOD ROOM

ADENA ISHII, MAYOR
Councilmembers:

DISTRICT 1 – RASHI KESARWANI DISTRICT 5 – SHOSHANA O’KEEFE DISTRICT 2 – TERRY TAPLIN DISTRICT 6 – BRENT BLACKABY
DISTRICT 3 – BEN BARTLETT DISTRICT 7 – CECILIA LUNAPARRA DISTRICT 4 – IGOR TREGUB DISTRICT 8 – MARK HUMBERT
This meeting will be conducted in a hybrid model with both in-person and virtual attendance. Attend this meeting remotely using Zoom. To request to speak, use the “raise hand” function in Zoom. To join by phone: Dial 1-669- 254-5252 or 1-833-568-8864 (Toll Free) and enter Meeting ID: 160 237 4866. To provide public comment, Press *9 and wait to be recognized by the Chair. To submit a written communication for the public record, email [email protected].

This meeting will be conducted in accordance with the Brown Act, Government Code Section 54953. Any member of the public may attend this meeting, however, if you are feeling sick, please do not attend the meeting in person.

The City Council may take action related to any subject listed on the Agenda.

Government Code Section 84308 (Levine Act) - Parties to a proceeding involving a license, permit, or other entitlement for use are required to disclose if they made contributions over $500 within the prior 12 months to any City employee or officer. Parties and participants with a financial interest are prohibited from making more than $500 in contributions to a decisionmaker for the 12 months after the final decision is rendered on the proceeding.

Attachment 3

Page 34 of 35 ends

Page 52 ends

Monday, December 8, 2025 MINUTES Page 2
Preliminary Matters
Roll Call: 1:38 p.m.

Present: Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii

Absent: Kesarwani, Bartlett
Public Comment - Limited to items on this agenda only – 1 speaker CLOSED SESSION:

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

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(1)/INITIATION OF LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(4)
a. Yesica Prado et al. v. City of Berkeley, U.S.D.C. N.D. Cal. Case 3:23-cv-04537-EMC Action: M/S/C (Humbert/Taplin) to authorize the City Attorney to file cross complaints in Prado v Berkeley U.S.D.C. N.D. Cal. Case 3:23-cv-04537-EMC Vote: Ayes – Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii; Noes – None; Abstain – None; Absent – Kesarwani, Bartlett.

2. CONFERENCE WITH LABOR NEGOTIATORS PURSUANT TO GOVERNMENT CODE SECTION 54957.6
Negotiators: Laura Izon and Sarah Martoccia, Atkinson, Andelson, Loya, Ruud & Romo, PC Employee Organization: Berkeley Police Association
Action: No reportable action taken.

OPEN SESSION:

The council met in closed session and gave direction to the City Attorney to file cross complaints in Prado v Berkeley U.S.D.C. N.D. Cal. Case 3:23-cv-04537-EMC.

Adjournment
Action: M/S/C (Humbert/Tregub) to adjourn the meeting.

Vote: Ayes – Taplin, Tregub, O’Keefe, Blackaby, Lunaparra, Humbert, Ishii; Noes – None; Abstain – None; Absent – Kesarwani, Bartlett.

Adjourned at 4:02 p.m.

I hereby certify that the foregoing is a true and correct record of the closed session meeting held on December 8, 2025.
_________________________
Mark Numainville, City Clerk

Page 35 of 35 ends

Page 53 ends

Page 54 ends

City Clerk Department
1 CONSENT CALENDAR
January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Paul Buddenhagen, City Manager
Submitted by: Mark Numainville, City Clerk
Subject: 2025 Annual Commission Attendance and Meeting Frequency Report

RECOMMENDATION
Adopt a Resolution approving a revised commission meeting frequency schedule, accepting the 2025 Annual Commission Attendance and Meeting Frequency Report, and rescinding Resolution No. 71,109-N.S.

FISCAL IMPACTS OF RECOMMENDATION
None.

CURRENT SITUATION AND ITS EFFECTS
Each of the City commissions that were active during the reporting period submitted an annual attendance report covering the period of September 1, 2024 through August 31, 2025 (Attachment 2). These reports include the number of meetings, meeting cancellations, commissioners in attendance, length of meetings, number of speakers, and members of the public present. The reports also reflect the number of vacant positions on the commission as of August 31, 2025. Attachment 3 provides a summary of the approved leaves of absence for each commission.

A new resolution is submitted because the City Council has established the Safe Streets Oversight Committee as an additional advisory body subject to the commission meeting- frequency schedule. Consistent with the proposed resolution, commissions are divided into four categories (A, B, C, and D) depending on their meeting the criteria of having time-sensitive, legally mandated business to complete. The meeting activity for the reporting period of September 1, 2024 through August 31, 2025, has been broken down by category below.

Page 1 of 42 ends

Page 55 ends

2025 Annual Commission Attendance and Meeting Frequency Report Consent Calendar January 27, 2026
2 Category A – These commissions meet on their own schedule.

Commission Meetings
Held
Meetings
Cancelled
Vacant
Positions
Board of Library Trustees 11 0 0
Design Review Committee 12 0 0
Fair Campaign Practices Commission 10 0 0
Housing Advisory Commission 10 1 1
Landmarks Preservation Commission 12 0 2
Open Government Commission 10 0 0
Personnel Board 10 3 2
Planning Commission 10 1 0
Police Accountability Board 21 1 1
Zoning Adjustments Board 19 1 0
Category B – These commissions have a maximum of ten meetings per year.

Commission Meetings
Held
Meetings
Cancelled
Vacant
Positions
Civic Arts Commission 12 0 1
Commission on Aging 10 0 1
Commission on Disability 9 1 1
Commission on Labor 6 0 3
Commission on the Status of Women 9 1 2
Community Health Commission 8 2 5
Disaster and Fire Safety Commission 10 0 0
Environment and Climate Commission 10 0 1
Homeless Services Panel of Experts 10 1 2
Human Welfare and Community Action
Commission 11 0 4
Mental Health Commission 9 1 4
Parks, Recreation and Waterfront Commission 10 0 1
Peace and Justice Commission 9 0 0
Safe Streets Citizen Oversight Committee 1 0 0
Sugar-Sweetened Beverage Product Panel of
Experts 10 1 0
Transportation and Infrastructure Commission 10 0 1
Youth Commission 10 0 1
Zero Waste Commission 10 0 1

Page 2 of 42 ends

Page 56 ends

2025 Annual Commission Attendance and Meeting Frequency Report Consent Calendar January 27, 2026
3 Category C – These commissions meet as necessary to fulfil their legal requirements as determined by the board chair and/or staff.

Commission Meetings
Held
Meetings
Cancelled
Vacant
Positions
Elmwood Business Improvement District
Advisory Board 2 0 4
Loan Administration Board 1 0 6
Solano Avenue Business Improvement District
Advisory Board 7 0 5
Category D – These commissions have a maximum of six meetings per year.

No commissions currently in Category D.

BACKGROUND
On June 14, 2005, the City Council discussed the reduction of commission meetings as a cost-savings measure, and adopted a proposal which created three categories of commission meeting schedules, a process for requesting Council approval of any extra meetings, direction to commission secretaries to submit an information report whenever a commission cancels two consecutive meetings for lack of quorum, and an annual attendance report.

On January 15, 2008, Council adopted Resolution No. 63,949–N.S., which updated the commission meeting frequency schedule to include a fourth category of meeting frequency.

On March 17, 2020, the council adopted Resolution No. 69,331–N.S. with the purpose of reducing the number of commission meeting schedules from four categories to two categories. This decision was made in response to the mandatory Shelter-in-Place order imposed as a result of the COVID-19 pandemic.

On November 28, 2023, the council adopted Resolution No. 71,109-N.S. restoring the meeting frequency categories to their previous count of four categories, as initially adopted by the council prior to the pandemic.

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

Page 3 of 42 ends

Page 57 ends

2025 Annual Commission Attendance and Meeting Frequency Report Consent Calendar January 27, 2026
4 RATIONALE FOR RECOMMENDATION
The annual commission attendance report informs the Council of commission activity and allows for comparison with the meeting frequency schedule. The annual attendance report documents increased demand on or under-utilization of commissions, and allows Council to make changes to the meeting frequency schedule accordingly.

CONTACT PERSON
Mark Numainville, City Clerk, (510) 981-6900
ATTACHMENTS:
1) Resolution
2) 2025 Annual Commission Attendance Reports
Attachment 2a – Category A
Attachment 2b – Category B
Attachment 2c – Category C
3) 2025 Approved Leaves of Absence Report

Page 4 of 42 ends

Page 58 ends

Resolution No. XX,XXX-N.S. Page 1 of 3
RESOLUTION NO. XX,XXX–N.S.
2025 COMMISSION MEETING FREQUENCY SCHEDULE
WHEREAS, on June 13, 2005, the City Council adopted a plan which created three categories of meeting schedules and a process for requesting Council or Agenda Committee approval of any extra meetings; and
WHEREAS, Council also directed commission secretaries to submit an information report whenever a commission cancels two consecutive meetings for lack of quorum and an annual attendance report; and
WHEREAS, on January 15, 2008, the City Council adopted a plan which created a fourth category of meeting frequency; and
WHEREAS, adopting a commission meeting schedule will provide commissions with direction to set their respective regular meeting schedules for subsequent years; and WHEREAS, on March 17, 2020, during the pandemic, the council adopted a plan which divided the commissions into two categories, due to the Shelter-in-Place order necessitated by the COVID-19 pandemic, most commissions ceased or greatly scaled back their activities in March of 2020; and
WHEREAS, on November 28, 2023, the City Council restored the four-category commission meeting-frequency schedule that existed prior to the pandemic; and WHEREAS, on April 29, 2025, the City Council established the Safe Streets Citizen Oversight Committee as a new advisory body, requiring its incorporation into the City’s commission meeting frequency schedule.

NOW THEREFORE, BE IT RESOLVED that the Council of the City of Berkeley directs that commission secretaries shall submit an information report to Council whenever a commission cancels two consecutive meetings for lack of quorum.

BE IT FURTHER RESOLVED that commissions may request that the Council approve extra meetings by placing a report on the City Council agenda for consideration.

BE IT FURTHER RESOLVED that commissions will meet according to the following categories:

Page 5 of 42 ends

Page 59 ends

Resolution No. XX,XXX-N.S. Page 2 of 3
Category A. These commissions will meet on their own schedule.

Board of Library Trustees
Design Review Committee
Fair Campaign Practices Commission/Open Government Commission Housing Advisory Commission
Landmarks Preservation Commission
Personnel Board
Planning Commission
Police Accountability Board
Zoning Adjustments Board
Category B. These commissions will have a maximum of ten meetings per year.

Civic Arts Commission
Commission on Aging
Commission on Disability
Commission on Labor
Commission on the Status of Women
Community Environmental Advisory Commission
Community Health Commission
Disaster and Fire Safety Commission
Environment and Climate Commission
Homeless Services Panel of Experts
Human Welfare and Community Action Commission
Mental Health Commission
Parks, Recreation and Waterfront Commission
Peace and Justice Commission
Safe Streets Citizen Oversight Committee
Sugar-Sweetened Beverage Product Panel of Experts
Transportation and Infrastructure Commission
Youth Commission
Zero Waste Commission
Category C. These commissions will meet as necessary to fulfill their legal requirements as determined by the board chair and/or staff.

Elmwood Business Improvement District Advisory Board
Loan Administration Board
Solano Avenue Business Improvement District Advisory Board Category D. These commissions will have a maximum of six meetings per year.

None
BE IT FURTHER RESOLVED that commission secretaries will submit a commission attendance and meeting frequency report for the period September 1st through August 31st to the City Clerk in September of each year.

Page 6 of 42 ends

Page 60 ends

Resolution No. XX,XXX-N.S. Page 3 of 3
BE IT FURTHER RESOLVED that a report presenting commission attendance and meeting frequency will be submitted to the City Council for review in November of each year.

BE IT FURTHER RESOLVED that the meeting frequency schedule contained herein shall remain in effect until superseded by Council Resolution.

BE IT FURTHER RESOLVED that Resolution No. 71,109-N.S. is hereby rescinded.

Page 7 of 42 ends

Page 61 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025 Commission: Board of Library Trustees
Commission Secretary: T
ess Mayer (9/1/2024-8/16/2025)
Vacant Seats (as of August 31, 2025): 0__
__________________________________________
Example:

Scheduled Meeting
Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum
Scheduled Meeting
Date
(include both regular and
special meetings)
Cancelled?
If Yes, Provide Reason
Commissioners
Present
(include temporary
appointees; names are
not required)
Public Present
(names are not
required)
Public
Speakers
(names are not
required)
Meeting
Length
9/4/2024
Regular Meeting
In Person
No 5 OF 5 0 0 1.0 hrs.
10/10/24
Regular Meeting
In Person
No 5 OF 5 2 1 1.53 hrs.
11/06/2024
Regular Meeting
In Person
No 5 OF 5 1 1 1.5 hrs.
12/04/2024
Regular Meeting
In Person
No 5 OF 5 2 2 2.13 hrs.
1/8/2025
Regular Meeting
In Person
No 4 OF 5 3 0 .95 hrs.
2/5/2025
Regular Meeting
In Person
No 4 OF 5 3 0 1.67 hrs.
3/5/2025
Regular Meeting
No 4 OF 5 4 0 1.5 hrs.

Page 8 of 42 ends

Page 62 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025 In Person
4/2/2025
Regular Meeting
In Person
No 4 OF 5 2 0 .92 hrs.
5/21/2025
Regular Meeting
In Person
No 4 OF 5 3 3 .92 hrs.
6/4/2025
Regular Meeting
In Person
No 4 OF 5 1 1 1.13 hrs.
7/9/2025
Regular Meeting
In Person
No 4 OF 5 1 0 1.03 hrs.

NO MEETING IN AUGUST

Page 9 of 42 ends

Page 63 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Design Review Committee

Commission Secretary: Anne Burns

Vacant Seats (as of August 31, 2025): ______None_________________________________

Page 10 of 42 ends

Page 64 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Fair Campaign Practices Commission

Commission Secretary: Stephen Hylas, Sam Harvey, Lauren Packard

Vacant Seats (as of August 31, 2025): ____0___________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 11 of 42 ends

Page 65 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Housing Advisory Commission

Commission Secretary: Snow Zhu

Vacant Seats (as of August 31, 2025): __1_____________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

7/17/2025 No 4 of 5 2 1 2 hrs.

Page 12 of 42 ends

Page 66 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Page 13 of 42 ends

Page 67 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Landmarks Preservation Commission

Commission Secretary: Allison Riemer

Vacant Seats (as of August 31, 2025): _____2_________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 14 of 42 ends

Page 68 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Open Government Commission

Commission Secretary: Stephen Hylas, Sam Harvey, Lauren Packard

Vacant Seats (as of August 31, 2025): ____0___________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 15 of 42 ends

Page 69 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025 Commission: Personnel Board
Commission Secretary: Janelle Rodrigues
Vacant Seats (as of August 31, 2025________2_____________________________ Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2022 No 8 of 9 5 3 2.5 hrs.
1/19/2023 Yes – no quorum 9 of 9 3 1 3 hrs.

October 7, 2024 Yes, no items to present.

November 4, 2024 No 6 of 7 4 0 44 min.

December 2, 2024 No 7 of 7 1 0 1 hr. 56 min.

January 6, 2025 No 3 of 7 2 0 18 min.

February 3, 2025 No 6 of 7 1 0 35 min.

March 3, 2025 No 7 of 7 2 0 47 min.

April 7, 2025 No 7 of 7 2 0 1 hr 24 min.

May 5, 2025 No 6 of 6 0 0 51 min.

June 2, 2025 No 5 of 6 0 0 48 min.

July 7, 2025 Yes, no items to present.

August 4,2025 Yes, summer recess.

September 8, 2025 No 7 of 7 1 1 1 hr. 4 min.

Page 16 of 42 ends

Page 70 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Planning Commission

Commission Secretary: Justin Horner, Alisa Shen

Vacant Seats (as of August 31, 2025): 0

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 17 of 42 ends

Page 71 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Police Accountability Board

Commission Secretary: Hansel A. Aguilar, Director of Police Accountability

Vacant Seats (as of August 31, 2025): 1_______________________________________

Scheduled Meeting
Date
(include both regular and
special meetings)
Cancelled?
If Yes, Provide Reason
Commissioners
Present
(include temporary
appointees; names are
not required)
Public Present
(names are not
required)
Public
Speakers
(names are not
required)
Meeting
Length
9/11/2024 No 8 of 8 6 0 2.75 hrs
9/25/2024 No 6 of 8 3 0 2.85 hrs
10/09/2024 No 8 of 8 10 0 3.33 hrs
10/30/2024 No 8 of 8 11 2 2.35 hrs
11/13/2024 No 8 of 8 13 1 3.47 hrs
12/11/2024 No 5 of 7 6 0 2.43 hrs
01/08/2025 No 6 of 7 5 1 3.15 hrs
01/22/2025 No 6 of 7 3 0 1.73 hrs
02/01/2025 No 4 of 7 0 0 3.13 hrs
02/05/2025 No 5 of 7 8 0 2.28 hrs
02/19/2025 No 4 of 7 4 6 3.13 hrs
03/05/2025 No 5 of 7 4 4 2.5 hrs
03/19/2025 No 5 of 6 9 1 2.95 hrs
04/09/2025 No 5 of 6 7 1 2.5 hrs
04/23/2025 No 6 of 7 10 3 1.48 hrs
05/7/2025 No 4 of 7 3 1 1.47 hrs
05/21/2025 No 5 of 7 5 0 2.45 hrs
06/11/2025 No 5 of 8 56 34 3.47 hrs
06/25/2025 No 8 of 8 15 5 3.55 hrs
07/9/2025 No 7 of 8 14 9 4.45 hrs
07/23/2025 Yes – PAB rescheduled
via motion to later date

08/7/2025 No 6 of 8 3 1 2.33 hrs

Page 18 of 42 ends

Page 72 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025 Commission: Zoning Adjustments Board
Commission Secretary: S
haron Gong/Sarah Price
Vacant Seats (as of August 31, 2025): 1
Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum
Scheduled Meeting
Date
(include both regular and
special meetings)
Cancelled?
If Yes, Provide Reason
Commissioners
Present
(include temporary
appointees; names are
not required)
Public Present
(names are not
required)
Public
Speakers
(names are not
required)
Meeting
Length
09/12/2024 No 5 of 9 33 12 3.0 hrs
09/26/2024 No 6 of 9 44 15 1.0 hr
10/10/2024 No 7 of 9 7 2 0.5 hr
11/14/2024 No 6 of 9 24 9 1.25 hrs
12/12/2024 No 8 of 9 52 32 4 hrs
1/9/2025 No 9 of 9 35 15 1.75 hrs
1/23/2025 No 6 of 9 5 0 0.5 hr
02/13/2025 No 6 of 9 10 0 0.5 hrs
02/27/2025 No 7 of 9 19 4 2.5 hrs
03/13/2025 No 8 of 9 30 14 2.5 hrs
03/27/2025 No 7 of 9 11 0 1.0 hr
04/10/2025 No 6 of 9 4 1 0.75 hr
04/24/2025 No 7 of 9 7 1 0.5 hr
05/8/2025 No 9 of 9 12 2 1.5 hr
05/22/2025 No 7 of 9 5 0 0.5 hr
06/12/2025 No 9 of 9 17 3 1.0 hr
06/26/2025 Yes – Conflict with CC
07/10/2025 No 8 of 9 3 0 1.0 hr

Page 19 of 42 ends

Page 73 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025 07/24/2025 No 8 of 9 18 2 0.5 hr
08/14/2025 No 6 of 9 9 5 1.0 hr

Page 20 of 42 ends

Page 74 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Civic Arts Commission

Commission Secretary: Jennifer Lovvorn

Vacant Seats (as of August 31, 2025): __1_____________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 21 of 42 ends

Page 75 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Commission on Aging

Commission Secretary: Darlene Bronson

Vacant Seats (as of August 31, 2025): _____1__________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 22 of 42 ends

Page 76 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Commission on Disability

Commission Secretary: Thomas Gregory

Vacant Seats (as of August 31, 2025): 1

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

11/13/2024 no 5 of 7 3 1 2 hours, 2 minutes
1/8/2025 no 5 of 7 3 0 2 hours, 27
minutes
2/19/2025 no 7 of 8 14 3 2 hours, 42
minutes
3/12/2025 no 7 of 8 1 1 1 hour, 43 minutes
4/9/2025 no 7 of 8 0 0 1 hour, 56 minutes
5/14/2025 no 7 of 9 0 0 2 hours, 9 minutes
6/11/2025 no 9 of 9 4 0 2 hours, 25
minutes
7/9/2025 no 7 of 8 5 4 2 hours, 35
minutes

Page 23 of 42 ends

Page 77 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Commission on Labor

Commission Secretary: Emily Rose

Vacant Seats (as of August 31, 2025): _____3__________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 24 of 42 ends

Page 78 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Commission on the Status of Women

Commission Secretary: Okeya Vance-Dozier

Vacant Seats (as of August 31, 2025): 2

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 25 of 42 ends

Page 79 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Community Health

Commission Secretary: Kellie Knox, HHCS

Vacant Seats (as of August 31, 2025): ________FIVE______________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

2/27/2025 3 of 5 0 0 1.5 hours
3/27/2025 2 of 2 0 0 1 hour
4/24/2025 Yes, due to motion by
CHC due to only two
commissioners
appointed.

5/22/2025 2 of 4 0 0 40 minutes
6/26/2025 3 of 4 4 2 2 hours
7/24/2025 4 of 4 2 0 2.5 hours

Page 26 of 42 ends

Page 80 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Disaster and Fire Safety Commission

Commission Secretary: Keith May

Vacant Seats (as of August 31, 2025): ___________0____________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 27 of 42 ends

Page 81 ends

2025 Annual Commission Attendance Report
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Environment and Climate Commission

Commission Secretary: Sarah Moore

Example:

Scheduled Meeting
Date

(include both regular and
special meetings)
Cancelled?
If Yes, Provide Reason
Commissioners
Present

(include temporary
appointees; names are
not required)
Public Present

(names are not
required)
Public
Speakers

(names are not
required)

Meeting
Length
9/25/2024 8 of 10 5 2 2 hrs
10/30/2024 10 of 10 2 1 1.75 hrs
12/04/2024 8 of 10 7 2 1.25 hrs
1/22/2025 8 of 9 2 3 1.75 hrs
2/26/2025 8 of 9 1 0 0.75 hrs
3/26/2025 9 of 9 2 1 2 hrs
4/23/2025 7 of 10 1 1 2 hrs
5/28/2025 6 of 10 1 0 1.75 hrs
6/25/2025 8 of 10 3 1 2 hrs
7/23/2025 8 of 10 5 1 1.75 hrs

Vacant seats: 1
(as of August 31, 2025)

Page 28 of 42 ends

Page 82 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Homeless Services Panel of Experts

Commission Secretary: Josh Jacobs

Vacant Seats (as of August 31, 2025): __District 1 and District 5_________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 29 of 42 ends

Page 83 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Human Welfare and Community Action Commission

Commission Secretary: Mary-Claire Katz

Vacant Seats (as of August 31, 2025): __Four____________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 30 of 42 ends

Page 84 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Mental Health Commission

Commission Secretary: Jamie Works-Wright

Vacant Seats (as of August 31, 2025): _______4______________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 31 of 42 ends

Page 85 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Parks, Recreation, and Waterfront

Commission Secretary: Roger Miller

Vacant Seats (as of August 31, 2025): ___1____________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 32 of 42 ends

Page 86 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Peace and Justice

Commission Secretary: Tasha Tervalon

Vacant Seats (as of August 31, 2025): _________0______________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 33 of 42 ends

Page 87 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Safe Streets Citizen Oversight Committee (SSCOC)

Commission Secretary: Amanda Montez

Vacant Seats (as of August 31, 2025): _________None___________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 34 of 42 ends

Page 88 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Sugar-Sweetened Beverage Product Panel of Experts (SSBPPE) Commission

Commission Secretary: Roberto Terrones

Vacant Seats (as of August 31, 2025): _0______________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 35 of 42 ends

Page 89 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Transportation and Infrastructure

Commission Secretary: Mark Helmbrecht

Vacant Seats (as of August 31, 2025): ___________1____________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Scheduled Meeting
Date
(include both regular and
special meetings)
Cancelled?
If Yes, Provide Reason
Commissioners
Present
(include temporary appointees;
names are not required)
Public
Present
(names are
not
required)
Public
Speakers
(names are not
required)
Meeting
Length
9/19/2024 No 7 of 9 6 5 2.5 hours
10/10/2024 No 7 of 9 4 4 2.75 hours
11/21/2024 No 7 of 7 (2 seats were vacant) 14 11 2.75 hours 1/16/2025 No 6 of 7 (2 seats were vacant) 7 4 2.25 hours 2/20/2025 No 8 of 8 (1 seat was vacant) 15 4 2.75 hours 3/27/2025 No 7 of 8 (1 seat was vacant) 6 3 2 hours
4/17/2025 No 6 of 8 (1 seat was vacant) 6 2 2.25 hours
5/15/2025 No 5 of 7 (2 seats were vacant) 7 7 1.75 hours 6/12/2025 No 6 of 8 (1 seat was vacant) 5 3 2.25 hours
8/21/2025 No 8 of 8 (1 seat was vacant) 16 15 3.25 hours

Page 36 of 42 ends

Page 90 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Youth Commission

Commission Secretary: Ginsi Bryant and Jasmine Gunn-Vaca

Vacant Seats (as of August 31, 2025): _______8________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 37 of 42 ends

Page 91 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Zero Waste Commission

Commission Secretary: Julia Heath

Vacant Seats (as of August 31, 2025): ___1____________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 38 of 42 ends

Page 92 ends

Internal
2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Elmwood Business Improvement District Advisory Board

Commission Secretary: Vincent McCoy

Vacant Seats (as of August 31, 2025): ____4___________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 39 of 42 ends

Page 93 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Loan Administration Board

Commission Secretary: Vincent McCoy

Vacant Seats (as of August 31, 2025): ______6_________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 40 of 42 ends

Page 94 ends

2025 Annual Commission Attendance Form
Reporting Period: September 1, 2024 through August 31, 2025

Commission: Solano Avenue Business Improvement District Advisory Board

Commission Secretary: Vincent McCoy

Vacant Seats (as of August 31, 2025): ____5___________________________________

Example:

Scheduled
Meeting Date
Cancelled?
If Yes, Provide Reason
Commissioners
Present Public Present
Public
Speakers
Meeting
Length
10/10/2024 No 8 of 9 5 3 2.5 hrs.
1/19/2025 Yes – no quorum

Page 41 of 42 ends

Page 95 ends

Approved Leaves of Absence Granted During the Period
September 1, 2024 - August 31, 2025
Commission # Leaves granted
Board of Library Trustees 1
Civic Arts Commission 5
Commission on Aging 8
Commission on Disability 8
Commission on Labor 3
Commission on the Status of Women 9
Community Health Commission 5
Design Review Committee 7
Disaster and Fire Safety Commission 2
Elmwood Business Improvement District Advisory Board 0
Environment and Climate Commission 16
Fair Campaign Practices Commission 5
Homeless Services Panel of Experts 6
Housing Advisory Commission 11
Human Welfare and Community Action Commission 2
Landmarks Preservation Commission 18
Loan Administration Board 0
Mental Health Commission 0
Open Government Commission 5
Parks, Recreation and Waterfront Commission 5
Peace and Justice Commission 12
Personnel Board 5
Planning Commission 11
Police Accountability Board 12
Safe Streets Citizen Oversight Committee 1
Solano Avenue Business Improvement District Advisory Board 0 Sugar-Sweetened Beverage Product Panel of Experts 9
Transportation and Infrastructure Commission 13
Youth Commission 0
Zero Waste Commission 8
Zoning Adjustments Board 21

Page 42 of 42 ends

Page 96 ends

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: Henry Oyekanmi, Director, Finance
Subject: Formal Bid Solicitations and Request for Proposals Scheduled for Possible Issuance After Council Approval on January 27, 2026

RECOMMENDATION
Approve the request for proposals or invitation for bids (attached to staff report) that will be, or are planned to be, issued upon final approval by the requesting department or division. All contracts over the City Manager’s threshold will be returned to Council for final approval.

FISCAL IMPACTS OF RECOMMENDATION
Total estimated cost of items included in this report is $1,500,000 Project Fund Source Amount
Police Vehicle Part, Equipment and
Installation Services
672 Equipment MTC. $1,500,000
Total: $1,500,000

CURRENT SITUATION AND ITS EFFECTS
On May 6, 2008, Council adopted Ordinance No. 7,035-N.S. effective June 6, 2008, which increased the City Manager’s purchasing authority for services to $50,000. As a result, this required report submitted by the City Manager to Council is now for those purchases in excess of $100,000 for goods; and $200,000 for playgrounds and construction; and $50,000 for services. If Council does not object to these items being sent out for bid or proposal within one week of them appearing on the agenda, and upon final notice to proceed from the requesting department, the IFB (Invitation for Bid) or RFP (Request for Proposal) may be released to the public and notices sent to the potential bidder/respondent list.

BACKGROUND
On May 6, 2008, Council adopted Ordinance No. 7,035-N.S., amending the City Manager’s purchasing authority for services

Page 1 of 3 ends

Page 97 ends

Formal Bid Solicitations and Request for Proposals
Scheduled for Possible Issuance After Council
Approval on January 27, 2026 CONSENT CALENDAR

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
The Finance Department reviews all formal bid and proposal solicitations to ensure that they include provisions for compliance with the City’s environmental policies. For each contract that is subject to City Council authorization, staff will address environmental sustainability considerations in the associated staff report to City Council.

RATIONALE FOR RECOMMENDATION
Need for the goods and/or services.

ALTERNATIVE ACTIONS CONSIDERED
None.

CONTACT PERSON
Henry Oyekanmi, Director of Finance, 510-981-7329
Attachments:

1. Police Vehicle Parts, Equipment and Installation Services Note: Originals of these attachments, with the live signatures of authorizing personnel, are on file in General Services.

Page 2 of 3 ends

Page 98 ends

NEXT 30 DAYS
DATE SUBMITTED: January 20, 2026
Attachment 1

SPECIFICATION
NO.

DESCRIPTION

OF GOODS /

SERVICES
BEING

PURCHASED
APPROX.

RELEASE DATE
APPROX. BID

OPENING DATE INTENDED USE ESTIMATED
COST BUDGET CODE TO BE CHARGED DEPT. / DIVISION CONTACT NAME & PHONE
26-11779-C Invitation for Bids
(IFB): Vehicle
Parts and Related
Equipment –
OEM, OES, and
Aftermarket
Pricing
1/28/26 2/27/2026 Police Vehicle Parts,
Equipment and Installation
Services
$1,500,000/
Three-year
period.

FY26   671-54-626-723-0000-000-473-651990-
$5000,000                                                                  FY27 671-54-626-723-0000-000-473-651990-  $500,000
FY28  671-54-626-723-0000-000-473-6519900 -
$500,000
Public Works/Equipment
Maintenance
Sarita Rubio
831-981-5372
Dept Total $1,500,000
TOTAL $1,500,000
1 of  1

Page 3 of 3 ends

Page 99 ends

Page 100 ends

Office of the City Manager
2180 Milvia Street, Berkeley, CA 94704 • Tel: 510.981.6700 • TDD: 510.981.6903 • Fax: 510.981.6710 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: Scott Ferris, Director, Parks Recreation & Waterfront Subject: Contract: Carone and Company, Inc. for the Santa Fe Trackbed to Park Conversion Remediation, Demolition and Perimeter Fencing Project

RECOMMENDATION
Adopt a Resolution:

1. Approving the plans and specifications for the Santa Fe Trackbed to Park Conversion Remediation, Demolition and Perimeter Fencing Project; and

2. Accepting the bid of the lowest responsive and responsible bidder, Carone and Company, Inc.; and

3. Authorizing the City Manager to execute the contract and any amendments, extensions or other change orders until completion of the project in accordance with the approved plans and specifications, with Carone and Company, Inc., for the Santa Fe Trackbed to Park Conversion Remediation, Demolition and Perimeter Fencing Project from Blake to Ward Street, along Acton Street at 0 Parker Street, 0 Carleton Street, 0 Derby Street, 0 Ward Street, in an amount not to exceed $3,396,969 which includes a base contract amount of $2,953,886, and a 15% contingency in the amount of $443,083.

FINANCIAL IMPLICATIONS
Funding for this contract is available in the FY 2026 budget in the One-Time Grant Fund (Fund 336), the Measure T1 Fund (Fund 511), and the Parks Tax Fund (Fund 138). No other funding is required, and no other projects will be delayed due to this expenditure.

Construction Contract
Carone and Company, Inc. (lowest bid) $2,953,886
15% Contingency $443,083
Total Construction Cost $3,396,969

Page 1 of 5 ends

Page 101 ends

Contract: Carone and Company Inc. for Santa Fe Trackbed to Park CONSENT CALENDAR Conversion Remediation, Demolition and Perimeter Fencing Project JANUARY 27, 2026

Page 2 ends

Funding
One-Time Grant Fund (Fund 336) $3,257,469
Measure T1 Fund (Fund 511) $109,500
Parks Tax (Fund 138) $30,000 Total Funding $3,396,969

CURRENT SITUATION AND ITS EFFECTS
In 2021, the City received a $5 million grant from the California Proposition 68 Statewide Parks Program (SPP) to convert four of the undeveloped parcels that historically served as the Atchison, Topeka and Santa Fe Railroad in South Berkeley into a new public park.

The Santa Fe Trackbed to Park Conversion Remediation, Demolition and Perimeter Fencing project is the first phase in transforming the undeveloped parcels into a new public park. The project will remediate contaminated soils and install new perimeter fencing along the property lines, thereby preparing the site for construction of the new public park.

The project is funded by grant funds from the California Proposition 68 Statewide Parks Program (SPP) and Measure T1, the 2016 Berkeley voter-approved bond program to pay for improvements to City infrastructure and facilities, and Parks Tax.

BACKGROUND
The project was advertised for bids on Thursday, November 20, 2025, and bids were opened on Thursday, December 18, 2025. The City received 11 bids, from a low base bid of $2,953,886 to a high base bid of $4,699,667. With the exception of the lowest bid, all bids were above the amount budgeted for this project. The determination of the lowest responsive and responsible bidder was based on the price for base bid work, as indicated in the bid documents. Carone and Company, Inc. was the lowest responsive and responsible bidder. Staff conducted reference checks and received satisfactory feedback. Staff recommends that a contract for this project be awarded to Carone and Company, Inc.

The Living Wage Ordinance does not apply to this project since construction contracts are, pursuant to City policy, subject to State prevailing wage laws. The contractor will need to submit a certification of Compliance with Equal Benefits Ordinance. The contract will be subject to the Community Workforce Agreement.

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
The project will remediate contaminated soils at the site and the contract includes requirements to comply with the City’s Environmentally Preferable Purchasing Policy.

RATIONALE FOR RECOMMENDATION
The Santa Fe Trackbed to Park Conversion Remediation, Demolition, and Perimeter Fencing Project is needed to advance construction of the new four-block park funded by

Page 2 of 5 ends

Page 102 ends

Contract: Carone and Company Inc. for Santa Fe Trackbed to Park CONSENT CALENDAR Conversion Remediation, Demolition and Perimeter Fencing Project JANUARY 27, 2026

Page 3 ends

a California Proposition 68 Statewide Parks Program (SPP) grant awarded to the City.

The City does not have in-house labor or equipment resources to complete this remediation project.

ALTERNATIVE ACTIONS CONSIDERED
None

CONTACT PERSON
Scott Ferris, Director, Parks Recreation & Waterfront, 510-981-6700 Evelyn Chan, Supervising Civil Engineer, Parks Recreation & Waterfront, 510-981-6430 Attachments:
1: Resolution
2: Bid Results

Page 3 of 5 ends

Page 103 ends

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

CONTRACT: CARONE AND COMPANY, INC. FOR SANTA FE TRACKBED TO PARK

CONVERSION REMEDIATION, DEMOLITION AND PERIMETER FENCING PROJECT WHEREAS, the Santa Fe Trackbed to Park Conversion Remediation, Demolition and Perimeter Fencing Project is a One-Time Grant and Measure T1 bond project; and WHEREAS, the City has neither the in-house labor nor the equipment necessary to undertake this project; and
WHEREAS, invitation for bids was duly advertised on November 20, 2025, bids were opened on December 18, 2025, and the City received 11 bids; and WHEREAS, Carone and Company, Inc. was determined to be the lowest responsive and responsible bidder, and references for Carone and Company, Inc. were provided and were satisfactory; and
WHEREAS, funding is available in the FY 2026 budget in the One-Time Grant Fund (Fund 336), the Measure T1 Fund (Fund 511), and the Parks Tax Fund (Fund 138).

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the Council approves the Plans and Specifications for Specification No. 26-11756-C for the Santa Fe Trackbed to Park Conversion Remediation, Demolition and Perimeter Fencing Project; and
BE IT FURTHER RESOLVED that the construction contract is awarded to Carone and Company, Inc. as the lowest responsive and responsible bidder; and BE IT FURTHER RESOLVED that the City Manager is authorized to execute the contract and any amendments, extensions, or change orders until completion of the project in accordance with the approved plans and specifications with Carone and Company, Inc. for the Santa Fe Trackbed to Park Conversion Remediation, Demolition and Perimeter Fencing Project in an amount not to exceed $3,396,969, which includes a contract amount of $2,953,886 and a 15% contingency in the amount of $443,083 for unforeseen circumstances. A record signature copy of the agreement and any amendments to be on file in the Office of the City Clerk.

Page 4 of 5 ends

Page 104 ends

Attachment 2 – Bid Results

Page 5 of 5 ends

Page 105 ends

Page 106 ends

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: Scott Ferris, Director, Parks Recreation & Waterfront Subject: Option Agreement with TSA Holding Group, LLC for 199 Seawall Drive

RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute the Option Agreement and any amendments with TSA Holding Group, LLC for a two-year term with two one-year options to extend.

SUMMARY
The City and TSA executed an Exclusive Negotiating Agreement (ENA) on February 6, 2025, for the property at 199 Seawall Drive in order to negotiate lease terms. As part of leasing the property, TSA is proposing extensive renovations and improvements to the property. Before TSA and the City can execute a lease agreement authorizing those improvements, the review of any potential environmental impacts per the California Environmental Quality Act (CEQA) is required.

The Option Agreement allows TSA to complete the necessary environmental review and enumerates the conditions that must be met in order for TSA to exercise the option of executing the Ground Lease Agreement. The Option Agreement has a term of up to two years, with two one-year extensions. TSA can only exercise the option after the City conducts CEQA review including consideration of alternatives and mitigation measures.

The option agreement does not limit the City’s ability to approve, deny, or impose mitigation measures on the project.

If TSA meets the conditions and exercises the Option, staff would submit the Ground Lease Agreement – materially similar to the Lease attached as Exhibit B to this Option Agreement – for Council approval of the lease ordinance. The Ground Lease would have a duration of 45 years with two options to extend for an additional 10 years each; it would authorize on-site and off-site improvements; and would generate revenue for the Marina Fund including base rent of $200,000 in Year 5, $350,000 in Year 6, escalating by 3% per year thereafter; and starting in Year 10, percentage rent of 6% of annual gross receipts, less base rent.

FISCAL IMPACTS OF RECOMMENDATION
There would be minimal fiscal impact on the City during the Option period because the Agreement does not transfer possession or responsibility for the operational costs of 199 Seawall Drive, which cost the City approximately $200,000 per year. However, the Agreement would allow TSA, at their own cost, to perform City-approved repairs to the

Page 1 of 102 ends

Page 107 ends

Option Agreement for 199 Seawall Drive CONSENT CALENDAR January 27, 2026

Page 2 ends

existing building to prevent irreparable damage. The Agreement would also require TSA to reimburse the City for staff time, consultant costs, and review expenses related to design and environmental review of the proposed 199 Seawall Drive renovation.

If TSA exercises the option to enter into the Ground Lease Agreement, there will be more significant fiscal impact, as the tenant will assume full financial responsibility for the property, resulting in savings of $200,000 per year to the City. The City will additionally receive $200,000 in base rent in Year 5, $350,000 in Year 6, and an additional 3% per year thereafter; and 6% of gross receipts (less base rent) starting in Year 10. These savings and new revenue will accrue to the Marina Fund.

In addition to renovation of the leased premises, the Ground Lease requires TSA to complete a value of $17 million in off-site improvements, which includes improvements and maintenance of the entire Seawall Parking Lot, portions of the Bay Trail and Seawall Drive, or other Waterfront areas. In exchange for the off-site improvements, TSA is granted 150 exclusive-use parking stalls at the Seawall Lot for 45 years, the initial lease term. With improvements as required by this lease agreement, the 199 Seawall Lot is anticipated to have between 430-450 total parking spaces, pending final design.

CURRENT SITUATION AND ITS EFFECTS
The City entered into an Exclusive Negotiating Agreement (ENA) with TSA on February 6, 2025 for the lease of the City’s property on 199 Seawall Drive, the former Hs Lordships restaurant. TSA has proposed to conduct a comprehensive renovation of the existing building. Due to the extent of the proposed improvements, the review of any potential environmental impacts per the California Environmental Quality Act (CEQA) is required prior to entering into a long-term lease and starting construction on the improvements.

The Option Agreement provides TSA entry to the property to allow for the completion of environmental review, design and engineering studies, permitting, and City-approved building repairs. While the City will serve as the lead agency in the environmental review, TSA will cover the cost for the environmental review and reimburse the City for staff time and consultant fees. The City will continue to be responsible for the property’s operational costs during the term of the Option Agreement.

In order for TSA to exercise the option to enter into a Ground Lease agreement, TSA must meet the following conditions:
a) Conduct investigations, tests, and studies to determine if all the needed entitlements (permits, regulatory approvals, etc.) can be obtained in an acceptable form to develop and construct the proposed improvements. Exhibits C and D of the Option Agreement provide performance milestones and administrative guidelines.
b) Provide documentation that the proposed construction of off-site improvements will comply with the requirements for judicial streamlining of legal challenges brought under CEQA.

Page 2 of 102 ends

Page 108 ends

Option Agreement for 199 Seawall Drive CONSENT CALENDAR January 27, 2026

Page 3 ends

c) Obtain all necessary studies for the proposed improvements to ensure CEQA compliance.

Once these conditions are met, TSA must provide written notice to the City of their intent to exercise the option to enter into a Ground Lease Agreement, provide evidence of financial ability to carry out the project, and sign a Ground Lease agreement materially consistent with the terms found in Exhibit B of the Option Agreement.

The Ground Lease is for a term of 45 years, with two options to extend for an additional 10 years each. If executed, the tenant will begin paying base rent in Year 5 for $200,000, which will increase to $350,000 in Year 6, and an additional 3% per year thereafter; and 6% of annual gross receipts (less base rent) starting in Year 10. This revenue will accrue to the Marina Fund. Executing the Ground Lease would transfer all possessory interest and operational responsibilities to the tenant.

Additionally, the Ground Lease requires the tenant to complete off-site improvements with a value of $17 million, which includes improvements and maintenance of the entire Seawall Lot, portions of the Bay Trail and Seawall Drive, or other Waterfront areas. In exchange for the off-site improvements, TSA is granted 150 exclusive-use parking stalls at the Seawall Lot.

BACKGROUND
In 1967, the City and Specialty Restaurant Corporation entered into a 50-year ground lease to develop a restaurant and event space that opened in 1969 as “Hs Lordships.” While the lease was set to expire in August 2019, Specialty Restaurant Corporation closed Hs Lordships on July 1, 2018, and terminated their lease 13 months early.

The City has attempted to lease the property for the past seven years. In 2018, the City entered into an agreement with Colliers Parish International to help the City find entities to lease the space (Contract Number 10960). Five proposals were received between 2018 and 2021. None of these prospective tenants were able to reach a lease agreement with the City. Issues cited included: structural uncertainty about the building, uncertainty over permitting, the high investment required, COVID-19, and the economy.

In 2022, the City entered into a 6-month ENA with Innovation Properties Group (IPG), which was extended later that year by an additional 15 months, (Council Resolutions 70,043-N.S. and 70,481-N.S.). IPG created renderings of the property’s development potential and toured numerous prospective tenants through the building. They direct- marketed the project to restauranteurs nationwide who they deemed to be a good fit for the property. IPG brought forward two proposals. Neither resulted in a lease agreement, for reasons cited above, as well as uncertainty over the remote location, rising interest rates, and challenges with large, indoor restaurants in the post-COVID economy.

In 2024, the City directly received three proposals, all requesting exclusivity to complete due diligence and negotiate a lease. On November 19, 2024, Council adopted Resolution No. 71,571-N.S. authorizing the City Manager to enter into an ENA with TSA Holding Group, LLC. City staff has since been working with TSA to negotiate lease terms. Council reviewed the proposed lease terms in closed session meetings on May 13, 2025 and October 27, 2025.

Page 3 of 102 ends

Page 109 ends

Option Agreement for 199 Seawall Drive CONSENT CALENDAR January 27, 2026

Page 4 ends

ENVIRONMENTAL SUSTAINABILITY AND CLIMATE IMPACTS
If TSA exercises the option to enter into a Ground Lease agreement, following CEQA review and approval by the City, improvements would comply with current City and state regulations bird safe glass, energy efficiency and environmental sustainability. Revenue from the lease agreement would be deposited in the Marina Fund, which funds maintenance and improvements of the Waterfront for continued public access and engagement with the environment, as well as the City’s environmental education programs at the Shorebird Park Nature Center.

RATIONALE FOR RECOMMENDATION
The Option Agreement allows for TSA to cover the costs of environmental review, which is needed before a lease for 199 Seawall Drive may be authorized. If the lease is executed, there will be $200,000 in annual savings to the Marina Fund as operational costs for 199 Seawall will transfer to TSA; and there will be increased annual rent revenue, phased in over a period of 10 years. This will provide a path to long-term annual revenue for the Marina Fund, which has been in a deficit position for many years. The proposed improvements on and around the property could attract additional investment in the Waterfront, which would in turn generate more revenue for the Marina Fund.

ALTERNATIVE ACTIONS CONSIDERED
Council could decline to approve the Option Agreement, which would result in the continued vacancy of the property and require the City to continue funding the property’s basic operational costs. This would leave the City without a clear path to the property’s rehabilitation or revenue generation.

Council could also direct staff to re-market the site or initiate a new solicitation.

However, the City has undertaken multiple marketing and negotiation efforts over the past seven years during which several potential tenants did not move forward with leasing due to the substantial structural upgrades required and the level of private investment needed.

Finally, the City could choose to directly fund repairs or redevelopment of the property.

This alternative would require significant capital investment and ongoing operational resources that are not currently available.

CONTACT PERSON
Scott Ferris, Director, Parks Recreation & Waterfront, 981-6700 Attachments:
1: Resolution
Exhibit A: Option Agreement
Exhibit B: Ground Lease Agreement

Page 4 of 102 ends

Page 110 ends

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

OPTION AGREEMENT WITH TSA HOLDING GROUP, LLC FOR 199 SEAWALL DRIVE
WHEREAS, the property at 199 Seawall Drive has been unleased and vacant since 2018; and
WHEREAS, Council adopted Resolution No. 71,571-N.S. authorizing the City Manager to enter into an Exclusive Negotiating Agreement with TSA Holding Group, LLC on November 19, 2024; and
WHEREAS, TSA Holding Group’s proposed property improvements must undergo environmental impact review per the California Environmental Quality Act (CEQA), and the City cannot enter into a lease agreement which authorizes such improvements until all the necessary review has been completed; and
WHEREAS, the Option Agreement (Exhibit A) provides TSA access to 199 Seawall Drive to conduct necessary studies and investigations for CEQA review and future permit applications, and to make City-approved building repairs during the two-year term of the agreement; and
WHEREAS, upon meeting the conditions of the Option Agreement, TSA Holding Group has the option to enter into a 45-year Ground Lease Agreement with two 10-year extensions for the property, materially similar to the Ground Lease Agreement attached to the Option Agreement.

NOW THEREFORE, BE IT RESOLVED by the Council of the City of Berkeley that the City Manager is authorized to execute the Option Agreement and any amendments with TSA Holding Group, LLC for a two-year term with two one-year options to extend. Such Option Agreement shall be on substantially the same terms set forth in Exhibit A.

Exhibits:

A: Option Agreement
B: Ground Lease Agreement

Page 5 of 102 ends

Page 111 ends

Exhibit A: Option Agreement

GROUND LEASE OPTION AGREEMENT
199 Seawall Dr. Berkeley, CA 94710
This Ground Lease Option Agreement (“Agreement”) is entered into this 1st day of February, 2026 (“Effective Date”) by and between the City of Berkeley (“City”) and TSA Holding Group, LLC (“Optionee”). City and Optionee may sometimes hereinafter be referred to as “Party” or jointly as “Parties”.

RECITALS
WHEREAS, City is the owner, through a public trust grant of tidelands from the State, of the real property and improvements located at 199 Seawall Dr. in the City of Berkeley, more particularly described and depicted in Exhibit A, attached hereto and incorporated herein by this reference (the “Option Property”).

WHEREAS, City and Optionee desire to enter into a forty-five (45) year ground lease with two options to extend the term for an additional ten (10) years each for the renovation of the property and improvements to the Seawall Lot and portions of Seawall Drive and the Bay Trail Extension (the “Proposed Project”) and for operation of a restaurant and event space.

WHEREAS, City and Optionee shall complete certain due diligence and comply with all applicable state and local law and regulations applicable to the Proposed Project, including the California Environmental Quality Act (“CEQA”) before entering a ground lease of the Option Property.

WHEREAS, repairs to the Option Property may be required during the Option period to prevent irreparable damage to the existing structure, and the City does not have resources to make such repairs.

WHEREAS, this Agreement is not a lease and grants Optionee no real property interest in or right to use or otherwise occupy the Option Property, except as provided herein.

WHEREAS, a ground lease or any other real property interest agreement that binds City to grant a leasehold interest to Optionee shall not be entered into or otherwise executed, if at all, unless and until (i) Optionee properly exercises the option granted herein, and (ii) all conditions and obligations contained herein have been fully satisfied and/or waived in writing by the Party benefitted thereby.

WHEREAS, in order for Optionee to conduct initial investigations to determine the development potential of the Option Property before entering into a ground lease, if at all, Optionee desires to obtain an option to ground lease the Option Property from City and City is willing to grant an option to Optionee to ground lease the Option Property pursuant to the terms and conditions contained in this Agreement.

Page 6 of 102 ends

Page 112 ends

Exhibit A: Option Agreement
NOW, THEREFORE, in consideration of the above recitals, all of which are incorporated into this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Recitals. The foregoing recitals are hereby incorporated into this Agreement as though fully set forth herein.

2. Grant of Option. City hereby grants Optionee the option to ground lease the Option Property from City upon the terms and conditions set forth in this Agreement (the “Option”) during the Option Term (as defined in Section 4, below).

3. Option Term. The “Option Term” shall commence upon the Effective Date and shall expire two (2) years from the Effective Date provided however that City in its reasonable discretion reserves the right to extend the Expiration Date for up to two (2) additional one-year periods.

This Agreement shall terminate at the earliest to occur of: (a) the effective date of a Ground Lease between City and Optionee; (b) expiration of the Option Term; or (c) termination of the Agreement by City or Optionee as provided in this Agreement.

4. Proposed Project Changes. The Proposed Project and proposed use of the Option Property includes the key terms identified in Table A below (“Key Terms”). Optionee must provide notice to City of any proposed change and the unforeseen circumstance that requires the change at the earliest reasonable time, but in any event no later than 30 days after Optionee becomes aware of the proposed change. All proposed changes of Key Terms are subject to review and approval by City. Should City not consent to a proposed change, the Parties mutually agree to work in good faith to come to a resolution acceptable to both Parties.

Should the Parties not be able to agree following good faith negotiations regarding a resolution of the proposed change, City shall have the right to terminate this agreement and seek an alternative tenant for the Option Property.

Table A – Key Terms of the Proposed Project and Use of the Option Property Key term Description
Term Forty-five (45) years, with two options to extend for an additional ten (10) years each.

Permitted Use To maintain and operate the Premises as a full service restaurant and event space.

Annual Rent A. Base Rent of $200,000/year starting in the 5 th Lease Year; increasing to $350,000/year starting in the 6th

Page 7 of 102 ends

Page 113 ends

Exhibit A: Option Agreement
Lease Year; and increasing by 3% annually starting
in the 7th Lease Year.

B. Percentage Rent starting in the 10 th Lease Year,
equal to 6% of Gross Receipts of the preceding
Lease Year minus the Base Rent, due annually on
the last day of the first month of the Lease Year.

Parking Tenant is granted exclusive use of 150 parking stalls in the Seawall Lot adjacent to the Premises, as depicted in Exhibit A of the Ground Lease, in exchange for improvements and maintenance of Off-Site Improvements including but not
limited to the entire Seawall Lot and portions of the Bay Trail and Seawall Drive, as described in Exhibit C of the Ground Lease.

Improvements to the Leased
Premises
Tenant shall construct or cause to be constructed the
improvements described in Exhibit B of the Ground Lease.

Tenant shall maintain insurance coverage for removal and disposal of any exoskeleton and related architectural
elements. If Tenant terminates the lease prior to the end of the lease term, City shall, in its sole discretion, determine whether removal and disposal is required.

Off-Site Improvements Tenant shall construct or cause to be constructed the improvements and maintenance of those improvements up
to $17M over the Initial Lease Term, as described in
Exhibit C of the Ground Lease.

Labor Peace Ordinance Tenant shall comply with the provisions of the Labor Peace Policy Ordinance, B.M.C. Chapter 2.102.

Employment Opportunities
for Former Staff
Employees of the former Hs. Lordships restaurant will be offered an opportunity to apply for positions in new
business operations conducted on the property.

5. Conditions to Exercise Option. To exercise the Option, prior to the expiration of the Option Term, Optionee shall deliver to City (1) written notice of Optionee’s intent to exercise the Option; (2) evidence to City of financial ability to carry out the project; and (3) the Optionee- signed Ground Lease, consistent with the Key Terms in Table A and otherwise materially consistent with the form of Exhibit B attached hereto. The Option may not be exercised until all the conditions set forth below are satisfied.
a. Optionee shall conduct investigations, tests and studies (including, without limitation, such inspections required by building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies,

Page 8 of 102 ends

Page 114 ends

Exhibit A: Option Agreement
environmental testing and investigations) to determine, among other things, if all needed entitlements can be procured in an acceptable form to develop and construct the Project. (See Exhibits C and D for a list of required regulatory approvals). In accordance with Section 15, Optionee has permission from City to conduct due diligence.
b. Judicial Streamlining Requirements. Optionee shall provide documentation, as reasonably requested by the City, that proposed construction of offsite improvements will comply with the requirements for judicial streamlining of legal challenges brought under CEQA.
c. Environmental Requirements. Optionee shall be responsible for obtaining all studies necessary for compliance with CEQA. The Parties agree and acknowledge that City retains full discretion to approve, disapprove or condition the final Project to be developed and constructed at the Option Property, including, but not limited to, requiring additional mitigation measures or alternatives necessary to avoid or substantially lessen the environmental impacts of the Project. Any approval of the Project is expressly conditioned on Optionee’s compliance with any applicable CEQA requirements. The Option may not be exercised until CEQA review is complete and City certifies or adopts any environmental review documents produced, including any required mitigation measures or alternatives to the project. (See Exhibit D.) Optionee shall be responsible for obtaining all other necessary entitlements for the Project, but only after CEQA compliance is completed.

6. Ground Lease of the Option Property. If all necessary conditions and obligations contained in this Agreement are satisfied and if Optionee elects to exercise the Option and ground lease the Option Property from City, City and Optionee shall execute a ground lease substantially in the form of Exhibit B attached hereto, with any necessary mitigation measures resulting from CEQA review. If a ground lease cannot be agreed upon by the Parties, this Agreement will terminate upon written notice to the non-terminating Party with no fault attributed to either Party.

7. No Construction. Optionee shall not, directly or through any of its consultants, employees, or agents, commence any construction on the Option Property until it has received environmental clearance on the Project and entered into the Ground Lease.

8. Building Repairs. Optionee may, with City’s written approval in advance, complete repairs to the Option Property to prevent irreparable damage to the existing structure. Optionee must coordinate with the City to secure all required environmental clearance, building, and regulatory permits before work may begin. All repair costs, including but not limited to

Page 9 of 102 ends

Page 115 ends

Exhibit A: Option Agreement
design, permitting, City staff review, and repair work, shall be paid by Optionee.

9. Assignment. The qualifications and identity of Optionee are of particular concern to City. It is because of those unique qualifications and identity that City has entered into this Agreement. Accordingly, Optionee’s rights and obligations under this Agreement are not assignable or transferable, and any purported voluntary or involuntary assignment or transfer of Optionee’s rights or obligations hereunder shall be null and void. Notwithstanding the foregoing, Optionee may assign this Agreement with the prior written consent of City, to an entity which controls, is controlled by, or is under common control with Optionee. If City consents to the aforesaid assignment and assumption, Optionee is neither released nor discharged from any of its obligations under the Option Agreement, arising from and after the Effective Date.

10. Costs of the Parties; Cooperation of the Parties. Each Party shall be responsible for its own costs to comply with this Option Agreement, and, if Optionee exercises its Option, complete the Ground Lease. Optionee shall be responsible for the costs to conduct CEQA review, complete due diligence, and comply with all applicable state and local law and regulation related to its proposed use of the Option Property. Notwithstanding the foregoing, (a) City shall cooperate with Optionee in Optionee’s efforts to complete due diligence and comply with all applicable state and local law and regulation related to Optionee’s proposed use of the Option Property, so long as such cooperation does not result in material cost to City; and (b) City shall initiate and lead any required permitting processes as described in Exhibit D, Table 1: Permitting Requirements. The Parties agree that no applications for permits, entitlements, or approvals will be submitted, to the City or any other agency, prior to completion of CEQA review, including certification or adoption by City Council of the EIR or other CEQA document, as applicable.

11. Reimbursement and Payment. Optionee and City agree to the following reimbursement and payment plan for City costs that are Optionee’s responsibility as noted in Sections 8 and 10. a. Payment for City consultants. City shall provide Optionee with consultant cost estimate in advance. Optionee shall submit a lump sum to City equal to the cost estimate within 90 days. Consultant work shall not begin until Optionee submits lump sum payment. When the work is completed, any excess funds will be refunded by City to Optionee within 30 days. City shall periodically bill Optionee in amounts equal to any change orders or added costs as needed, and Optionee shall promptly submit payment within 30 days.

Payment for City staff and/or related resources: Optionee agrees to provide progress payments to cover the costs of any City staff, City Attorney, or use of City resources.

The City shall provide periodic statements listing the City’s expenditures relating to

Page 10 of 102 ends

Page 116 ends

Exhibit A: Option Agreement
City staff, City Attorney or resources used for the Project. Optionee agrees to remit payment within 30 days of receipt of such a statement.

12. Exclusivity. During the Option Period, the City shall not market the Option Property, or entertain any offer or negotiate with any party other than Optionee to develop, lease, or otherwise transfer the Option Property or any portion thereof, to any party other than Optionee.

13. Termination of the Option Agreement. If Optionee determines during the Option Term that the costs to develop and operate the Proposed Project are unreasonable, uneconomic, or otherwise unfavorable to Optionee for any reason, Optionee may terminate this Option Agreement by written notice to City. City shall have the right, though not the obligation, to terminate this Agreement should Optionee fail to perform any of its obligations in accordance with the Performance Milestones established in Exhibit C. Optionee shall furnish City with all investigations, tests, studies, plans, drawings, as-builts, evaluations and reports to the City in their complete or most complete state.

14. Hold Harmless. The Optionee agrees to indemnify, protect, defend with counsel selected by the City, and hold harmless, the City, and any agency or instrumentality thereof, and its elected and appointed officials, officers, employees and agents, from and against any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorney’s fees and disbursements (collectively, “Claims”) arising out of or in any way relating to the approval of this Agreement, any actions taken by the City related to this Agreement, or any environmental review conducted under the California Environmental Quality Act, Public Resources Code Section 210000 et seq., with respect to this Agreement, the Ground Lease, and related actions. The indemnification shall include any Claims that may be asserted by any person or entity, including the Optionee, arising out of or in connection with the approval of this Agreement, whether or not there is concurrent, passive or active negligence on the part of the City, and any agency or instrumentality thereof, and its elected and appointed officials, officers, employees and agents. The Optionee’s duty to defend the City shall not apply in those instances when the Optionee has asserted the Claims, although the Optionee shall still have a duty to indemnify, protect and hold harmless the City.

15. Right to Enter City Property.
a. Commencing with the execution of this Option Agreement, Optionee (and/or its contractors and consultants), after providing written notification to City with respect to each entry, shall be allowed access to the Option Property prior to the exercise of the Option, at all reasonable times for the purposes of conducting investigations,

Page 11 of 102 ends

Page 117 ends

Exhibit A: Option Agreement
obtaining data, and making inquiries, inspections, tests, audits, studies, and analyses, that Optionee deems necessary or desirable in connection with completing due diligence and complying with all applicable state and local law and regulation related to the Project.
b. Optionee shall cause any contractor or consultant entering the Option Property for the purpose of conducting invasive environmental, soils, or geological tests or building repairs pursuant to this Agreement to procure and maintain: (a) workers’ compensation insurance required by the laws of the State of California; and (b) commercial general liability insurance in the amount of at least Two Million Dollars and No/100 ($2,000,000) combined single limiting, naming City as an additional insured and containing a cross-liability endorsement or severability of interest clause.

Optionee shall furnish certificates of such insurance coverage to City upon reasonable request. Such certificates shall contain a clause providing for thirty (30) days’ advance written notice of cancellation or material change in coverage. c. Optionee shall indemnify and hold harmless City of and from any and all mechanic’s liens, claims, actions, liabilities, costs, expenses, including attorneys’ fees, and damages of any type or nature arising out of or in any way related to access to the Option Property by Optionee (and/or its contractors and consultants) during the Option Term pursuant to this Section 14, excluding (a) any losses or damages, including but not limited to a reduction in the value of the Option Property, resulting from any finding or results of any investigations, data, inquiries, inspections, tests, audits, studies, or analyses, whether or not negligent; and (b) any losses or damages resulting from the gross negligence or willful misconduct of City.

16. Miscellaneous Provisions.
a. Notices. A written notice shall be deemed served upon mailing said notice to the other party and depositing the same with the U.S. Post Office, first class mail, with postage paid. For purposes of this Agreement, all notices to the City shall be addressed to:

City of Berkeley
Parks, Recreation & Waterfront Department
2180 Milvia Street, 3rd Floor
Berkeley, California 94704
[email protected]
For purposes of this Agreement, all notices to Optionee shall be addressed to the address below. Optionee shall promptly notify City of any change of address within two weeks of any such change.

Page 12 of 102 ends

Page 118 ends

Exhibit A: Option Agreement
Name
Address
Email
The Parties also shall endeavor to provide a courtesy copy of any notice via electronic mail.
b. Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties, their respective successors, personal representatives, and assigns. c. Superiority. To the extent of any inconsistencies between the Ground Lease and the Agreement from and after the effective date of the Ground Lease, the Ground Lease shall prevail.
d. Further Acts. The Parties agree to perform such further acts as may be reasonably necessary to carry out the provisions of this Agreement. e. Authority to Enter and Bind. City and Optionee represent that each, respectively, and the individuals signing on behalf of each Party, has the full right, power, and authority to execute this Agreement and bind the Party. f. Section Headings and References. Section headings of this Option Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Option Agreement.
g. Governing Law; Venue. California law shall govern this Agreement. Any action to enforce or interpret this Option Agreement shall be brought in a court of competent jurisdiction in Alameda County, California.
h. Partial Invalidity; Severability. If any term of this Agreement is found to be void or unenforceable, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect.
i. Counterparts; Electronic Signatures. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Unless otherwise prohibited by law or policy, the Parties agree that an electronic signature to this Agreement and an electronic copy of this Agreement have the same force and legal effect as an original

Page 13 of 102 ends

Page 119 ends

Exhibit A: Option Agreement
ink signature transmitted in hard copy (e.g., transmission via email of a .pdf file containing a scanned or digitally applied signature).
j. Memorandum of Option. Concurrently with the execution of this Agreement, the Parties shall execute and acknowledge a Memorandum of Option which Optionee, at its sole expense, shall be entitled to record.
k. Submission of Option Agreement. The submission of this Option Agreement to City or its agents or attorneys for review will not be deemed an offer to lease the Option Property by Optionee, and no agreement with respect to the Option will exist unless and until this Agreement is executed and delivered by both City and Optionee.

IN WITNESS WHEREOF, this Agreement was executed by the Parties as of the Effective Date.

OPTIONEE:

TSA Holding Group, LLC
By:

Date:

CITY:

City of Berkeley
By:

City Manager
Date:

Page 14 of 102 ends

Page 120 ends

Exhibit A: Option Agreement

EXHIBIT A
Site Map and Premises Description
“Premises” of Option Property includes the approximately 1.543 acre parcel 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. Premises include the approximately 25,000 square feet free-standing building, as well as support pilings, rip-rap, landscaping and pathways and all other improvements of any type.

Non-exclusive use areas outside the Option Property include the Seawall Parking Lot, Bay Trail, and Seawall Drive section shown above. The potential Ground Lease would grant 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.

Tenant may place a post and cables for potential exoskeleton structure in the parking lot (non- exclusive area), with Landlord approval of location and design. Tenant agrees to give Landlord access to the leased portion of the 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 attached Lease.

Page 15 of 102 ends

Page 121 ends

Exhibit A: Option Agreement

EXHIBIT B
Form of the Ground Lease

Page 16 of 102 ends

Page 122 ends

Exhibit A: Option Agreement

EXHIBIT C
Performance Milestones
Obligations (Deliverables to the City) Timelines
Designation of a qualified Project Manager 30 Days after execution of Option Agreement
A list of qualified prime consultant & subconsultants 30 Days after execution of Option Agreement
Kickoff Meeting 60 Days after execution of
Option Agreement
Overall Project Schedule 14 days after Kickoff
Meeting
Conceptual Design 30 Days after Kickoff
Meeting
Consultation with Permitting Agencies 30 Days after Conceptual Design
Revised Conceptual Design 60 days after Consultation
with Permitting Agencies
30% Design 60 days after Revised
Conceptual Design
Administrative Draft CEQA Document 90 days after 30% Design 60% Design 60 days after Draft CEQA
Document
90% Design 60 days after 60% Design
Draft Submittal of Permits for City Review 90 days after 90% Design Revised Administrative Draft CEQA Document 60 days after receipt of initial City comments on
Administrative Draft CEQA
Document (preliminary
feedback)
Final CEQA Document 60 days after receipt of City
comments on revised

Page 17 of 102 ends

Page 123 ends

Exhibit A: Option Agreement
Administrative CEQA
Document
Definitions:

Qualified Project Manager: 5 years of experience in coordinating and facilitating decision making process who had led projects with similar complexity and scope Qualified Prime Consultant: Either as a licensed architect, civil engineer, or landscape architect to lead the design team on CEQA and permitting who had led projects with similar complexity and scope
Qualified Subconsultants: Any specialized planners, environmentalists, geotechnical engineers, structural engineers, etc. to support the prime consultant on specialized design elements, CEQA and permitting, with experience of similar complexity and scope.

Page 18 of 102 ends

Page 124 ends

Exhibit A: Option Agreement

EXHIBIT D
Administrative Guidelines
During this Option period, the Optionee will fund all analyses and review required to evaluate potential environmental impacts of potential improvements to the Premises envisioned in the draft Ground Lease, and to comply with other permitting requirements as summarized in Table

1.1 The Optionee shall adhere to the following administrative guidelines:

1. General
Design of potential Improvements is subject to Landlord review and approval, California Environmental Quality Act (CEQA) review and certification, and regulatory approvals; see Table 1 for permitting requirements. Tenant may modify design in response to feedback through this permitting phase, and provide updated plans for Landlord review and approval.

2. Environmental Review
Environmental review must be complete prior to exercising the Ground Lease option. Optionee shall conduct any required environmental studies in accordance with CEQA, and City shall review, evaluate, and, if necessary, certify the CEQA document. As required by CEQA, the project will implement all feasible mitigation measures to reduce any significant environmental impacts of the project. If City Council declines to certify the CEQA document because significant environmental impacts remain, the Option Agreement will terminate, subject to Section 13.

Optionee shall pay all costs for CEQA analysis and determination, including reimbursing City for cost of CEQA consultant to evaluate project CEQA requirements and to complete CEQA documentation and reimbursing the City for the cost of City Attorney’s Office staff time to review CEQA documentation.

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

At any stage of design, if City determines that additional environmental review is required due to a change in information or project conditions, Optionee will fund and conduct such analyses and submit for City review and evaluation.
1 Note that permitting requirements must be complete before construction, but not necessarily during the option period.

Also note that Table 1 includes a list of permits typically required, but other permits may be required depending on the specific project elements.

Page 19 of 102 ends

Page 125 ends

Exhibit A: Option Agreement

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

5. Regulatory Permits
The Optionee shall complete all regulatory permit applications and supporting documents (see Table 1) and submit the draft documents to the City for review prior to submitting to regulatory agencies. The Optionee is responsible for permit fees. Any meetings with regulatory agencies shall be jointly conducted with the City. Comments from regulatory agencies that would affect CEQA determination shall be incorporated into the administrative draft CEQA document.

Page 20 of 102 ends

Page 126 ends

Restricted
Table 1: Permitting Requirements
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/d
efault/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

Page 21 of 102 ends

Page 127 ends

Restricted
Regulatory Approval Tenant’s
Responsibility
Landlord
(PRW)’s
Responsibility
Approving Body
Approval Needed
Prior to
Construction
Cost
CEQA 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
process
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, and
facilitate
permit
submittal
process
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
To Review and
facilitate
CA Fish and
Wildlife
TBD Borne by the
Tenant

Page 22 of 102 ends

Page 128 ends

Restricted
Regulatory Approval Tenant’s
Responsibility
Landlord
(PRW)’s
Responsibility
Approving Body
Approval Needed
Prior to
Construction
Cost
provide all needed
information
permit
submittal
process
City of Berkeley Zoning and
Design Review
To Complete Permit
Application and
provide all needed
information
To Review and
facilitate
permit
submittal
process
Planning
Commission,
Zoning
Adjustments
Board, Design
Review
Committee
Use Permit
amendment
Borne by the
Tenant
City of Berkeley Building
Permit
To Complete Permit
Application and
provide all needed
information
To Review and
facilitate
permit
submittal
process
Planning &
Development
Department
Building Permit Borne by the
Tenant

Page 23 of 102 ends

Page 129 ends

Exhibit B: Ground Lease

GROUND LEASE
by and between

CITY OF BERKELEY
(“Landlord”)
and

TSA HOLDING GROUP, LLC
(“Tenant”)
Dated ___________________, _____

Page 24 of 102 ends

Page 130 ends

TABLE OF CONTENTS
(Ground Lease)
Page
i
ARTICLE 1. PROPERTY AND BACKGROUND ..........................................................................1

1.1 Overview ..............................................................................................................1

1.2 Ground Lease ......................................................................................................1 ARTICLE 2. TERM .......................................................................................................................1

2.1 Term .....................................................................................................................1

2.2 Early Termination ...............................................................................................1

2.3 Options to Extend ...............................................................................................1 ARTICLE 3. RENT AND SECURITY............................................................................................2

3.1 Rent ......................................................................................................................2

3.2 Annual Rent .........................................................................................................2

3.3 Payment of Annual Rent. ...................................................................................2

3.4 Base Rent Adjustments .....................................................................................2

3.5 Gross Receipts ...................................................................................................2

3.6 Late Charge .........................................................................................................5

3.7 Application of Payments ....................................................................................5 ARTICLE 4. TAXES AND ASSESSMENTS.................................................................................5

4.1 Personal Property Taxes ....................................................................................5

4.2 Statement Regarding Possessory Interest Tax ...............................................6

4.3 Real Property Taxes ...........................................................................................6

4.4 Assessments .......................................................................................................6

4.5 Tenant’s Tax Liability Prorated .........................................................................6

4.6 Real Property Tax Contest .................................................................................6 ARTICLE 5. USE, CHARACTER, OPERATION AND MAINTENANCE COVENANTS ...............7

5.1 General ................................................................................................................7

5.2 Use Obligations...................................................................................................7

5.3 General Use Prohibitions ...................................................................................7

5.4 Non-Discrimination .............................................................................................8

5.5 General Standards of Maintenance ...................................................................9

5.6 Governmental Requirements .............................................................................9

5.7 Landlord Access Rights .....................................................................................9

5.8 Access to Public Amenities. ............................................................................10

5.9 Landlord Use of Event Facilities .....................................................................10

5.10 Use of Berkeley Waterfront Property; Public Trust. ......................................10

Page 25 of 102 ends

Page 131 ends

TABLE OF CONTENTS
(Ground Lease)
Page
ii

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

5.11 Public Trust Tidelands Requirements. ...........................................................12

5.12 Landlord’s Status as a Landowner .................................................................12

5.13 Regulatory Approvals Generally .....................................................................13

5.14 Covenants Regarding Improvements. ............................................................13 ARTICLE 6. CONDITION OF PROPERTY ................................................................................13

6.1 Landlord’s Disclaimers and Tenant’s Acknowledgements ..........................13

6.2 Hazardous Materials .........................................................................................14 ARTICLE 7. CONSTRUCTION AND LIENS ..............................................................................15

7.1 Improvements ...................................................................................................15

7.2 Off-Site Improvements .....................................................................................16

7.3 Alterations on Premises or Facility .................................................................16

7.4 Construction Standards ...................................................................................17

7.5 Protection of Landlord .....................................................................................18

7.6 Liens and Stop Notices ....................................................................................19

7.7 Notice .................................................................................................................19 ARTICLE 8. OWNERSHIP OF IMPROVEMENTS AND PERSONAL PROPERTY...................19

8.1 Ownership of Facility During Term .................................................................19

8.2 Ownership of Improvements at Termination or Expiration ..........................19

8.3 Removal and Ownership of Personal Property at Termination or Expiration ..........................................................................................................20 ARTICLE 9. UTILITIES ..............................................................................................................20 ARTICLE 10. INSURANCE AND INDEMNITY...........................................................................20

10.1 General Insurance Requirements ...................................................................20

10.2 Indemnity ...........................................................................................................22 ARTICLE 11. DAMAGE OR DESTRUCTION ............................................................................22

11.1 Restoration........................................................................................................22

11.2 Right to Terminate Upon Destruction Near the End of the Term .................24

11.3 Waiver ................................................................................................................25

11.4 Determination of Extent of Destruction, Interference with Use ...................25

11.5 Procedures for Repair and Restoration ..........................................................25 ARTICLE 12. CONDEMNATION................................................................................................25

12.1 Definitions. ........................................................................................................25

12.2 Parties’ Rights and Obligations to be Governed by Ground Lease .............26

Page 26 of 102 ends

Page 132 ends

TABLE OF CONTENTS
(Ground Lease)
Page
iii

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

12.3 Total Taking .......................................................................................................26

12.4 Effect of Partial Taking .....................................................................................26

12.5 Restoration of Facility ......................................................................................26

12.6 Waiver of CCP Section 1265.130 .....................................................................26

12.7 Award .................................................................................................................26 ARTICLE 13. QUALITY, ASSIGNMENT AND SUBLETTING....................................................27

13.1 Quality Expectations. .......................................................................................27

13.2 Assignment. ......................................................................................................27

13.3 Subleases ..........................................................................................................28 ARTICLE 14. TENANT DEFAULTS AND LANDLORD’S REMEDIES.......................................28

14.1 Defaults by Tenant ............................................................................................28

14.2 Remedies ...........................................................................................................29

14.3 Damages ............................................................................................................30

14.4 Landlord’s Right to Cure Tenant’s Default .....................................................31 ARTICLE 15. MORTGAGEE PROTECTION PROVISIONS......................................................31

15.1 Ground Leasehold Mortgage Authorized .......................................................31

15.2 Notice to Landlord ............................................................................................31

15.3 Definitions .........................................................................................................31

15.4 Consent of Ground Leasehold Mortgagee Required .....................................32

15.5 Notice to Ground Leasehold Mortgagee .........................................................32

15.6 Ground Leasehold Mortgagee Foreclosure ...................................................32

15.7 Purchaser at Foreclosure ................................................................................33

15.8 Ground Leasehold Mortgagee’s Right to Sell ................................................33

15.9 Holder Not Obligated to Construct Improvements ........................................34

15.10 Right of Landlord to Cure Ground Leasehold Mortgage Default .................34 ARTICLE 16. MISCELLANEOUS...............................................................................................34

16.1 Holding Over .....................................................................................................34

16.2 Attorneys’ Fees .................................................................................................34

16.3 Quiet Possession ..............................................................................................34

16.4 Force Majeure ...................................................................................................34

16.5 Notices ...............................................................................................................35

16.6 Waiver ................................................................................................................35

Page 27 of 102 ends

Page 133 ends

TABLE OF CONTENTS
(Ground Lease)
Page
iv

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

16.7 Surrender ...........................................................................................................35

16.8 Binding ...............................................................................................................35

16.9 Landlord’s Right to Enter Premises and Facility ...........................................36

16.10 Disclaimer of Partnership ................................................................................36

16.11 Memorandum ....................................................................................................36

16.12 Quitclaim ...........................................................................................................36

16.13 Interpretation .....................................................................................................36

16.14 Severability ........................................................................................................36

16.15 Computation of Time ........................................................................................37

16.16 Legal Advice ......................................................................................................37

16.17 Time of Essence ...............................................................................................37

16.18 Nonliability of Landlord’s Officials and Employees ......................................37

16.19 Assignment by Landlord ..................................................................................37

16.20 Applicable Law ..................................................................................................37

16.21 Agent for Service of Process ...........................................................................37

16.22 Covenants and Conditions ..............................................................................38

16.23 Integration .........................................................................................................38

16.24 Estoppel Certificates ........................................................................................38

16.25 Amendments to this Ground Lease ................................................................38

16.26 Brokerage Commissions .................................................................................38

16.27 City Non-Discrimination Ordinance ................................................................39

16.28 Non-Discrimination Against Persons With Disabilities. ...............................39

16.29 Conflict of Interest Prohibited. ........................................................................39

16.30 Nuclear Free Berkeley ......................................................................................40

16.31 Required Accessibility Disclosure. .................................................................40

16.32 Oppressive States. ...........................................................................................40

16.33 Berkeley Living Wage Ordinance (LWO). .......................................................41

16.34 Berkeley Equal Benefits Ordinance (EBO). ....................................................41

16.35 Berkeley Marina Zone Worker Retention Ordinance .....................................42

16.36 Pests and Pesticide Management ...................................................................42

16.37 Berkeley Sanctuary City Ordinance. ...............................................................42

16.38 Labor Peace Ordinance ....................................................................................43

Page 28 of 102 ends

Page 134 ends

TABLE OF CONTENTS
(Ground Lease)
Page
v

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

16.39 Employment Opportunities for Former Staff ..................................................43

16.40 Audit ...................................................................................................................43

16.41 City Business License, Payment of Taxes, Tax I.D. Number ........................43

16.42 Survival ..............................................................................................................43

Page 29 of 102 ends

Page 135 ends

TABLE OF CONTENTS
(Ground Lease)
i

LIST OF EXHIBITS
Exhibit A Site Map and Premises Description
Exhibit B Improvements to the Leased Premises
Exhibit C Off-Site Improvements
Exhibit C.1: 30% Design Plan for Off-Site Improvements
Exhibit D Memorandum of Ground Lease

Page 30 of 102 ends

Page 136 ends

BASIC LEASE INFORMATION
(Ground Lease)
i

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

1. “Landlord” CITY OF BERKELEY, a public body corporate and politic Notice Address:

City of Berkeley
2180 Milvia Street
Berkeley, California 94704
Attention: City Manager
Telephone: (510) 981-7000
Facsimile: (510) 981-7099
With a copy to:

City of Berkeley
2180 Milvia Street
Berkeley, California 94704
Attention: City Attorney
Telephone: (510) 981-6991
Facsimile: (510) 981-6960

2. “Tenant” TSA HOLDING GROUP, LLC, a California limited liability company Notice Address:

TSA Holding Group, LLC
2345 Balboa Street
San Francisco, California 94121
Attention:

Telephone:

Email:

With a copy to:

3. “Effective Date” The later of (i) the date of last execution and (ii) the date that is 30 days after the Landlord’s City Council’s adoption of the Ordinance by which this Ground Lease is approved.

4. “Premises” and
“Facility”
The “Premises” are 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 on the map attached hereto as Exhibit A (“Site Map”). The Premises includes the “Facility”, which includes without limitation the approximately 25,000 rentable square feet free standing restaurant building located on the Premises as generally depicted in Exhibit A attached hereto, and all other

Page 31 of 102 ends

Page 137 ends

BASIC LEASE INFORMATION
(Ground Lease)
ii

THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE improvements of any type constructed in accordance with the terms of this Ground Lease.

5. “Exclusive Use” and
“Non-Exclusive Use”
Tenant is granted “Exclusive Use” during the Initial Term of 150 parking stalls in the Seawall Lot adjacent to the Premises, in exchange for up to $16M for improvements and maintenance in the entire Seawall Lot and portions of the Bay Trail and Seawall Drive or other Waterfront areas, (“Non-Exclusive Use” areas, as described in Exhibits A and C). If Options to Extend are exercised, Tenant may continue to have Exclusive Use of 150 parking spaces in exchange for rent or maintenance, see 2.3 and Exhibit C.

Tenant may utilize the Exclusive Use parking spaces and any connected architecture to generate income for purpose of covering the maintenance costs, see 5.14.E.

6. “Permitted Use” To maintain and operate the Premises as a full service restaurant and event space for the convenience and promotion of commerce, navigation, and fishery in the Berkeley Marina and for no other purpose.

7. “Commencement
Date”
The Effective Date.

8. “Term” Forty-five (45) years commencing on the Commencement Date, plus the first partial month if the Commencement Date is other than the first day of the month (“Initial Term”). Tenant has two options to extend the Initial Term for an additional ten (10) years each (each, an “Extension Term”), subject to Section 2.3 (“Options to Extend”). “Lease Year” shall be the twelve (12)-month period commencing with the Commencement Date and each
anniversary thereof. The “Expiration Date” is the date the Term expires.

9. “Early Termination” As provided in Section 2.2, either Tenant or Landlord may initiate the process of dissolving the Ground Lease if Tenant is not granted regulatory or Landlord approval for designs of the Improvements on the Premises (as defined in Section 7.1) and Landlord determines that no feasible alternative exists. This provision may only be exercised within the first lease year.

10.“Annual Rent” A. Generally. Payable as provided in Section 3 below, both:

B. “Base Rent” commencing in the fifth Lease Year at the amount of Two-Hundred Thousand Dollars ($200,000) per year; and Three-Hundred Fifty Thousand Dollars ($350,000) per year commencing in the sixth Lease Year; and
C. “Percentage Rent”. Commencing in the tenth Lease Year, Percentage Rent is equal to six percent (6%) of the sum of Gross Receipts of the preceding Lease Year minus the Base Rent;

Page 32 of 102 ends

Page 138 ends

BASIC LEASE INFORMATION
(Ground Lease)
iii

THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE The Basic Lease Information set forth above and the Exhibits attached hereto are incorporated into and made a part of the following Ground Lease. In the event of any conflict between the Basic Lease Information and terms of the Ground Lease, the terms of the Ground Lease shall control.

LANDLORD'S INITIALS_______ TENANT'S INITIALS_______
Percentage Rent is due in the first month of the Lease Year.

D. D. “Base Rent Adjustment”. Base rent will increase by three percent (3%) annually commencing in the seventh Lease Year, as provided in Section 3.3 below.

11. “Gross Receipts” See Section 3.5.

12. “Improvements to
the Leased
Premises”

13. “Capital
Contribution”
See Section 7.1 and Exhibit B.

Tenant shall provide the equivalent of $1M in off-site
improvements as a capital contribution.

14. “Off-Site
Improvements”
Tenant shall complete $17M in off-site improvements during the Initial Term ($16M for exclusive use parking plus $1M as capital contribution) including initial construction of off-site improvements as described in Exhibit C, maintenance of those or other Waterfront improvements. See Section 7.2 and Exhibit C.

15. “Labor Peace
Ordinance”
See Section 16.39.

16. “Employment
Opportunities for
Former Staff”
Employees of the former Hs. Lordships restaurant will be offered an opportunity to apply for positions in new business operations conducted on the property.

Page 33 of 102 ends

Page 139 ends

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

GROUND LEASE
THIS GROUND LEASE (“Ground Lease”) is made and entered into this ___ day of ______,______ , to be effective on the “Effective Date” (as defined in the Basic Lease Information), by and between the Landlord and Tenant identified in the Basic Lease Information, who agree as follows:

ARTICLE 1.

PROPERTY AND BACKGROUND

1.1 Overview.

A. Premises. Landlord owns the Premises (as defined in the Basic Lease Information). The Facility is included in the Premises.

B. Improvements. Landlord owns the Facility that exists at the commencement of the lease (as described in the Basic Lease Information). “Improvements” as used in this Lease is defined as the improvements constructed by Tenant pursuant to Section

7.1 and Exhibit B.

C. Occupancy. Tenant currently leases and occupies the entire Premises and Facility under the Ground Lease. No subtenancies are permitted without express written consent of Landlord.

1.2 Ground Lease. For and in consideration of the payment of Rent and the performance of all the covenants and conditions of this Ground Lease, Landlord hereby leases and demises to Tenant, and Tenant hereby leases and hires from Landlord, the Premises, for the Term (as defined below) and upon the covenants and conditions set forth herein.

ARTICLE 2.

TERM

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

2.2 Early Termination
. Either Tenant or Landlord may initiate the process of dissolving the Ground Lease if Tenant is not granted regulatory or Landlord approval for the design of the Improvements on the Premises as described in Exhibit B, and Landlord determines that no feasible alternative exists. This provision may only be exercised within the first lease year.

2.3 Options to Extend. Provided that Tenant is not in default under the terms of this Lease beyond any applicable notice and cure period, Tenant shall have two (2) consecutive options to extend the Term of this Lease for an additional ten (10) years each (each, a “Renewal Option”). To exercise a Renewal Option, Tenant must deliver written notice to Landlord no later than six (6) months before the then-scheduled expiration of the Term. Base Rent to be paid by Tenant during each Renewal Option Term shall be determined on the first day of such Renewal Option Term, and be adjusted annually based on the “Base Rent Adjustment”

Page 34 of 102 ends

Page 140 ends

Internal
2 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE methodology described in 3.4 below. Exclusive use parking may continue in the option periods, provided that Tenant pays rent for those spaces or provides maintenance in lieu of rent, as described in Exhibit C.

ARTICLE 3.

RENT AND SECURITY

3.1 Rent. Rent shall be paid as set forth in this Article 3. This Ground Lease is a net lease, and Base Rent, Percentage Rent and Annual Rent (as provided in Basic Lease Information or in Section 2.3), and other payments due and payable hereunder to or on behalf of Landlord (collectively, “Rent”) shall be paid without notice or demand, and, except as specifically provided for in this Ground Lease, without offset, deduction or credit. Any monthly payment of Annual Rent for any period during the Term which is for less than one month shall be a pro rata portion of the then-monthly portion of Annual Rent, based upon the actual number of days in the month.

3.2 Annual Rent. During the Initial Term and any Renewal Terms, and commencing on the Effective Date (as defined in the Basic Lease Information), Tenant shall pay to Landlord Annual Rent.

3.3 Payment of Annual Rent.

A. Tenant shall pay Base Rent commencing with the fifth Lease Year in the amount of $16,666.67 per month ($200,000 per year) to Landlord in monthly installments in advance on or before the first day of each month. Commencing with the sixth Lease Year, Tenant shall pay Base Rent in the amount of $29,166.67 per month ($350,000 per year) to Landlord in monthly installments in advance on or before the first day of each month.

B. Commencing with the tenth Lease Year, Tenant shall pay Percentage Rent equal to 6% of the sum of Gross Receipts of the preceding Lease Year minus the annual Base Rent. Percentage Rent is due in the first month of the Lease Year. For example, at the beginning of the tenth Lease Year, Percentage Rent for the Gross Receipts of the ninth Lease Year will be due. Except as otherwise expressly provided in this Ground Lease, Percentage Rent shall be calculated (and paid) on an annual basis by the first month of the Lease Year.

3.4 Base Rent Adjustments
. Beginning on the first day of the seventh Lease Year (“Adjustment Date”), and every one year thereafter, the Base Rent shall increase by an annual amount determined by multiplying the annual base rent for the immediately preceding Lease Year by a factor equal to 3%.

3.5 Gross Receipts.

A. Definition. “Gross Receipts” includes the gross selling price of all food, alcohol, merchandise, goods and services sold, leased or rented in or from the Premises or exclusive-use parking area outside leased premises by Tenant and (if any) its subtenants, licensees and concessionaires; whether for cash or on credit; whether the order is received directly by on-site personnel, or is received by telephone, facsimile, email or other electronic or other ordering system at the Premises or at another location, as long as the order is either received at or filled at or from the Premises (orders delivered from the Premises, whether by Tenant employee, independent contractors or third parties, are deemed filled at the Premises);

Page 35 of 102 ends

Page 141 ends

Internal
3 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE includes the gross sale prices from approved vending and other machines on or at the Premises; and regardless of whether bookkeeping, payment or collection of any account may take place away from the Premises. Any installment or credit sale shall be treated as a sale for the full cash price at time of sale.

B. Exclusions from Gross Receipts. Gross Receipts excludes the following:

1. The amount of deposits or prepayments until applied, and the selling price of gift certificates or vouchers until redeemed;

2. Interest, service or sales carrying charges or other charges, however denominated, paid by customers for extension of credit on sales where not included in the original sales price, but not charges or expenses in connection with credit cards or bank cards (or other similar devices or systems now or hereafter developed), whether paid by the customer or by Tenant;

3. The selling price of all items returned by customers and accepted for full credit and refunds to customers, or the amount of discounts and allowances made thereon, but only if the selling price of such items were previously included in Gross Receipts, and further provided that all such credits, discounts and allowances shall again be included in Gross Receipts when used or redeemed for merchandise or other items;

4. Tenant’s service of food or liquor for promotion purposes or to employees for which Tenant makes no charge, but which is shown on Tenant’s books of account as sales;

5. State, county or city sales, use, excise, gross receipts or similar taxes (including any such future taxes), but only if separately denominated from the selling price and collected from customers;

6. Sums and credits received in settling claims for loss of or damage to inventory, merchandise, fixtures, equipment or furniture located within the Premises;

7. Sales of fixtures, equipment or property which is not inventory or stock in trade;

8. Amounts uncollected due to bad checks or uncollectible credit accounts;

9. Tips and gratuities received by Tenant’s employees;

10. Proceeds received from insurance policies, condemnation awards and the like;

11. The amount of sales for merchandise, beverages (alcoholic or non-alcoholic) and food where no money is collected for such sales (commonly known in the industry as “comps” or “complimentaries”) (with sales for such purposes not to exceed four percent (4%) of Gross Receipts per Lease Year);

Page 36 of 102 ends

Page 142 ends

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

12. The amount of sales for merchandise, beverages (alcoholic and non-alcoholic) and food where no money is collected for such sales due to damage, spoilage, plunder or breakage (commonly known as "spills");

13. Fees and charges paid to credit card, bank processing and check verification companies (including without limitation, Visa, MasterCard, American Express and Telecheck);

14. Proceeds from the sale of Tenant’s business in whole;

15. The amount of any discounts or credits on sales provided to customers pursuant to any promotion, loyalty or rewards programs offered by Tenant or its affiliates from time to time;

16. Revenue from the sale of memberships in any loyalty or rewards programs offered by Tenant or its affiliates or similar memberships;

17. Sales where and solely to the extent that, the proceeds are donated to charitable or non-profit organizations provided that such amounts do not exceed three percent (3%) of Gross Receipts in any Lease Year; and

18. A surcharge customarily charged to customers in Berkeley, CA by restaurant operators used to reimburse operators for costs and other employee expenses including healthcare.

C. At Landlord’s request, Tenant shall, within fifteen (15) days of request, furnish Landlord with an unaudited statement of Gross Receipts for the requested timeframe.

Such statements shall not be used to compute Percentage Rent under this Ground Lease.

D. Tenant shall, not later than the date set forth in Section 2.3.B above, deliver to Landlord a detailed and accurate accounting in accordance with generally accepted accounting principles (“GAAP”) consistently applied, certified as correct under penalty of perjury by an officer of Tenant, showing the basis of computation of Gross Receipts and Percentage Rent for the applicable Lease Year. The accounting shall be accompanied by copies of all Tenant monthly state sales tax returns for the applicable Lease Year.

E. Tenant, on behalf of itself and its affiliated entities, shall maintain complete electronic books and records of its operations at its corporate office headquarters in San Francisco, California. Tenant shall keep all electronic books and records containing any or all of the foregoing information, for not less than five years from the end of the Lease Year to which they pertain. Landlord and its agents and employees shall have the right at any time during regular business hours to examine and inspect all Tenant books and accounts relating to Gross Receipts, including without limitation sales tax reports, tax returns, and other reports to any governmental agency, for the purpose of verifying the accuracy of any statement of Gross Receipts provided under this Ground Lease. If requested in writing by Landlord, within ten (10) business days of such request, Tenant shall deliver (at Tenant’s sole cost and expense) all electronically maintained books and records (i) in the form of fully readable (i.e., without requiring conversion to another type of file) electronic data files, or (ii) in the form of hard-copy (paper) printouts of the same.

Page 37 of 102 ends

Page 143 ends

Internal
5 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE F. Audit Rights and Obligations.

1. For purposes of verifying Percentage Rent payments due Landlord, Landlord shall have the right (not more than once in any five-Lease Year period) to require Tenant to submit full financial statements, prepared by a third-party certified public accountant, supporting Tenant’s computations of Gross Receipts and Percentage Rent for the applicable Lease Year. Landlord shall notify Tenant at least 30 days prior to expiration of the applicable Lease Year of the requirement to submit full financial statements for such Lease Year. Tenant shall submit such full financial statements to Landlord within 45 days following the end of the applicable Lease Year.

2. Additionally, Landlord’s representatives shall have the right (not more than once in any three-Lease Year period, unless a prior audit within that period revealed a discrepancy greater than the amount set forth below) to inspect Tenant’s books, leases, subleases, contracts, and all other pertinent records, and independently audit the results of Tenant’s operations, during reasonable business hours, on 10 business days’ written notice to Tenant. Tenant shall make all such records available to Landlord’s representatives for such audit. If as a result of an audit by an independent certified public accountant hired by Landlord, additional Percentage Rent is due Landlord for any Lease Year which exceeds by 4% the Percentage Rent actually paid for such Lease Year, the reasonable cost of such audit shall be paid by Tenant, and the additional amount of Percentage Rent owed Landlord shall bear interest from the date it should have been paid until paid at the lesser of 10% per annum compounded annually or the maximum rate permitted by Law (“Interest Rate”). If the discrepancy is less than 4%, Tenant need not pay any interest on the delinquent Percentage Rent as long as Tenant pays it within 30-days of issuance of the audit; otherwise, it will bear interest at the Interest Rate from the date it should have been paid until paid.

3.6 Late Charge. The late payment of any Base Rent will cause Landlord to incur additional costs, including administration and collection costs and processing and accounting expenses and increased debt service (“Delinquency Costs”). If Landlord has not received any installment of Base Rent within five days after its due date, Tenant shall pay a late charge of five percent of the delinquent amount immediately. The parties agree that this five percent late charge represents a reasonable estimate of the Delinquency Costs incurred by Landlord in the event of a late Base Rent payment. Landlord’s acceptance of late Base Rent, partial Base Rent and late charges does not equate with a waiver of Tenant’s default with respect to the overdue amount, or prevent Landlord from exercising any rights and remedies available under this Ground Lease and/or by operation of Law.

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

ARTICLE 4.

TAXES AND ASSESSMENTS

4.1 Personal Property Taxes. Tenant shall pay before delinquency all taxes, assessments, license fees and other charges (“Taxes”) levied and assessed against Tenant’s personal property installed or located in or on the Facility or the Premises which become payable during the Term. On demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments. Notwithstanding the foregoing, Tenant shall have the

Page 38 of 102 ends

Page 144 ends

Internal
6 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE right to contest the imposition or collection of any such Taxes which Tenant reasonably believes was improperly assessed or calculated.

4.2 Statement Regarding Possessory Interest Tax. This Ground Lease creates a possessory property interest in Tenant. Tenant acknowledges and agrees that Tenant’s leasehold and/or other real property interests may be subject to property taxation, and Tenant or the party in whom the possessory property interest is vested may be subject to the payment of property taxes levied on the interest. Such taxes are referred to herein as “Possessory Interest Taxes,” and shall be paid by Tenant as part of Real Property Taxes as provided in Section 4.3 below.

4.3 Real Property Taxes. Tenant shall pay all real property taxes and general and special taxes including Possessory Interest Taxes (collectively, “Real Property Taxes”), levied and assessed against the Premises or Facility or any portion thereof. Tenant shall, semiannually, pay the Real Property Taxes not later than the Taxing Authority’s (as defined below) delinquency date. If, at any time during the Term, any authority having the power to tax, including any federal, state or county government or any political subdivision thereof (collectively, “Taxing Authority”), shall alter the methods and/or standards of taxation and assessment against the legal or equitable interests of Landlord in the Premises or Facility or any other improvements located or constructed thereon, in whole or in part, so as to impose a monetary obligation on Landlord in lieu of or in addition to the taxes and assessments in existence as of the date of this Ground Lease, such taxes or assessments based thereon, including: (a) any tax, assessment, excise, surcharge, fee, levy, penalty, bond or similar imposition (collectively, “Impositions”), on Landlord’s right to rental or other income from the Premises or Facility or as against Landlord’s leasing of the Premises, (b) any Impositions in substitution or in lieu, partially or totally, of any Impositions assessed upon real property prior to any such alteration, (c) any Impositions allocable to or measured by the area of the Facility and/or Premises or the rental payable hereunder, including any Impositions levied by any Taxing Authority with respect to the receipt of such rental or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant or any subtenant of the Premises or Facility or any portion thereof, (d) any Impositions upon this lease transaction or any document to which Tenant is a party which creates or transfers any interest or estate in or to the Facility and/or Premises or any portion thereof, or (e) any special, unforeseen or extraordinary Impositions which, although not specifically described above, can fairly be characterized as a real property tax or a substitute for real property tax, shall be considered as Real Property Taxes for the purposes of this Ground Lease. Real Property Taxes shall exclude, however, all general income taxes, gift taxes, inheritance taxes and estate taxes, if any, owed by Landlord.

4.4 Assessments.

Tenant also shall be responsible for and shall pay prior to delinquency all assessments imposed against the Premises or Facility by Landlord. Tenant acknowledges that Landlord has established certain assessment districts within the City of Berkeley and that all properties within the assessment districts are subject to annual assessments. Landlord reserves the right to create additional districts and to terminate any such district(s). Landlord shall provide Tenant with written notice of each such assessment not later than sixty (60) days before such assessment is due and payable.

4.5 Tenant’s Tax Liability Prorated. Tenant’s liability to pay Real Property Taxes and assessments shall be prorated on the basis of a 365-day year to account for any fractional portion of a fiscal tax year included in the Term at its inception and expiration or earlier termination in accordance with this Ground Lease.

Page 39 of 102 ends

Page 145 ends

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

4.6 Real Property Tax Contest. Without Landlord’s prior written consent, Tenant shall not seek a reduction in the assessed valuation of the Premises or Facility, or contest any Real Property Taxes that are to be paid by Tenant. Landlord’s consent may be given or withheld in Landlord’s sole discretion. If Landlord consents and Tenant seeks a reduction or contests the Real Property Taxes, Tenant shall remain obligated to pay all Real Property Taxes prior to delinquency, and shall at all times protect Landlord from foreclosure of any lien. Landlord shall not be required to join in any proceeding or contest brought by Tenant.

ARTICLE 5.

USE, CHARACTER, OPERATION AND MAINTENANCE COVENANTS

5.1 General. Tenant covenants and agrees on behalf of itself and its successors and assigns that Tenant shall continuously use and operate the Premises and Facility for the Permitted Use and for no other purpose.

5.2 Use Obligations. Tenant shall, during such hours and on all such days as comparable restaurants are customarily open for business, continuously use and operate the Facility and Premises as a first class restaurant and event space, and at all times will carry a full and complete stock of food and beverages offered for sale at competitive prices and maintain adequate personnel for the efficient service of customers, and for no other purpose. In connection with Tenant’s use and operation of the Facility, Tenant shall comply with all of the following:

A. Tenant shall employ its best judgment, efforts and abilities to operate the business in a manner calculated to produce the maximum profitable volume of sales, rents and transactions obtainable and to enhance the reputation and attractiveness of the Berkeley Marina.

B. Except for emergencies or holidays on which most comparable restaurants the City of Berkeley are also closed, Tenant shall be open for full business not fewer than six days per week, not fewer than 10 hours per day. Tenant may close on nationally recognized holidays in its sole discretion.

C. Tenant shall not do or permit to be done anything which in any way unreasonably interferes with the normal operation and use of any portion of the Berkeley Waterfront (as defined in Section 5.10) or the means of ingress and egress thereto (“Substantial Interference”). Tenant shall use every effort to eliminate Substantial Interference, including taking prompt legal action if appropriate. If Tenant fails to bring an immediate halt to any Substantial Interference, Landlord shall have the right (i) to designate the required action for Tenant to take, or (ii) to commence itself any legal action to eliminate the Substantial Interference, in either case at Tenant’s sole cost and expense. Any agreement entered into by Tenant with regard to use of the Premises or Facility shall contain a provision reserving to Tenant all of the necessary rights and remedies to permit Tenant to comply with its obligations under this subsection and authorizing Landlord to enforce it if Tenant fails to do so.

5.3 General Use Prohibitions. Tenant covenants and agrees that in connection with the use and operation of the Premises and Facility, and any portion thereof (including without limitation parking areas and pedestrian and bicycle paths), Tenant will not:

A. Use or permit the use of any reasonably objectionable advertising medium including any loudspeakers, phonographs, public address systems, sound amplifiers, radio or

Page 40 of 102 ends

Page 146 ends

Internal
8 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE broadcast within the Facility in such manner that any sounds reproduced, transmitted or produced shall be directed primarily beyond the interior of the Facility (provided, however, that nothing herein shall be deemed to prohibit the installation and use of a public address system for security purposes, or for the use of a reasonable level of music for outdoor dining areas or plaza areas), and will keep all mechanical apparatus free of unreasonable vibration and noise which may be transmitted beyond the interior of the Facility; B. Permit undue accumulations of garbage, trash, rubbish or any other refuse;
C. Create, cause, maintain or permit any nuisance (as the same may be defined by applicable Law) in, on or about the Premises or Facility; D. Commit or suffer to be committed any waste in, on or about the Premises or Facility;
E. Use or allow the Premises or Facility to be used for any unlawful purpose, or for any purpose which violates the terms of any recorded instrument affecting the Premises; F. Cause or permit any insurance coverage on the Premises or Facility to become void or voidable or make it impossible to obtain any required insurance at commercially reasonable rates;
G. Intentionally cause or knowingly permit any material structural damage to or deterioration of the Premises or Facility or to any adjacent public or private property or improvements;
H. Permit any auction, fire, bankruptcy, distress, clearance, or going-out-of- business sale to be conducted thereon, or the posting of any sign or advertisement regarding any such activity; or
I. Violate any Law, ordinance or regulation applicable to the Premises or Facility.

5.4 Non-Discrimination. Tenant covenants and agrees that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, source of income, age, physical or mental handicap, medical condition, national origin or ancestry in the sublease, transfer, use, occupancy, tenure or enjoyment of the Premises, the Facility or any portion thereof, nor shall Tenant, or any person claiming under or through Tenant, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, vendees, users or customers in the Premises, the Facility, or any portion thereof. Tenant shall refrain from restricting the use, occupancy, rental or sublease of the Premises, the Facility, or any portion thereof on account of race, color, creed, religion, sex, marital status, sexual orientation, source of income, age, physical or mental handicap, medical condition, national origin or ancestry of any person. All subleases and contracts made relative to the Premises, the Facility, or any portion thereof, shall contain or be subject to substantially the following nondiscrimination clause:

A. In subleases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through

Page 41 of 102 ends

Page 147 ends

Internal
9 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE him or her, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, source of income, age, physical or mental handicap, medical condition, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the Premises, the Facility thereon, or any part thereof, herein leased.” B. In contracts: “There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation, source of income, age, physical or mental handicap, medical condition, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Premises, the Facility or any portion thereof, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the Premises, the Facility thereon, or any part thereof.”

5.5 General Standards of Maintenance. Tenant covenants and agrees that it shall maintain, or cause to be maintained, the Premises, Facility, On-Site Improvements, and Off-Site Improvements as depicted in Exhibits A, B and C. This includes the building, support pilings, rip-rap, landscaping and pathways on the leased premises; as well as maintenance responsibility for off-site improvements as described in Exhibit C. All portions of the Premises, the Facility, and Non-Exclusive Use Areas shall be maintained in first-class condition and repair, subject only to normal wear and tear. To accomplish such maintenance, Tenant shall either staff or contract with and hire licensed and qualified personnel to perform such maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Section 5.5. All maintenance work shall conform to all applicable Federal and State Occupation Safety and Health Act standards and regulations for the performance of maintenance. All Maintenance work on Off-Site Improvements shall be reviewed and approved in writing by the Landlord in advance. When parking lot or street closures are necessary, notice shall be given 7 days in advance. Landlord shall review and authorize work, if appropriate, 72-hours in advance of work commencement.

5.6 Governmental Requirements. Tenant, at Tenant's expense, shall comply with all applicable Hazardous Materials Laws (as defined in Section 6.2 below), statutes, laws, codes, rules, orders, zoning, ordinances, directions, regulations, permits, or other requirements of federal, state, county, municipal, or other governmental authorities having jurisdiction, now in force or which may hereafter be in force, and with all requirements of any board or fire insurance underwriters or other similar bodies, now or hereafter adopted, enacted or made applicable, (individually "Law" and collectively "Laws"), which shall impose any duty upon Landlord or Tenant with respect to the use, occupancy, or alteration of the Premises or Improvements or any portion thereof, including those requiring alterations or additions to be made to, or safety appliances or devices to be maintained or installed in, on or about the Premises or Improvements or any portion thereof, and payment of any fees, charges or assessments arising out of or in any way related to the Premises or Improvements or any portion thereof as a source of adverse environmental impacts or effects.

5.7 Landlord Access Rights. During the Term of this Ground Lease, Landlord and its designated representatives shall have the right, but not the obligation, to enter

Page 42 of 102 ends

Page 148 ends

Internal
10 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE the Premises and Facility for the purpose of constructing, maintaining, replacing or adding underground utility facilities, including but not limited to water mains, sanitary sewer mains, storm drain mains, gas mains, telephone and electrical distribution facilities and fire alarm circuits; or for City work around the shoreline, trails, and turnaround areas. Landlord shall replace at its cost such surface improvements constructed by Tenant if and to the extent they may be disturbed by such construction, maintenance, replacement or addition to the condition of such improvements as of the time such disturbance occurred. If as a result of the foregoing work by Landlord or its designated representatives, Tenant is unable to operate its business in the Premises and Facility or any portion thereof as a result of being denied access to the Premises or Facility or any stoppage or interruption in any of the basic services to be provided by Landlord hereunder, Tenant is entitled to a pro rata abatement of Base Rent to the extent to such denial of access or stoppage or interruption interferes with the normal conduct of Tenant’s business.

5.8 Access to Public Amenities. Tenant shall maintain public access to the shoreline, trails, and other public amenities located on the Premises.

5.9 Landlord Use of Event Facilities. Landlord shall have the right to use the “Event Facilities” (as defined below) for purposes of hosting Landlord’s in-house training programs, and/or accommodating other community events, as follows and in a manner consistent with the State Tidelands Grant, public trust uses, and applicable Laws:

A. Event Days. Tenant shall accommodate up to two event days per Lease Year, upon reasonable prior written notice by Landlord as set forth below.

B. Event Facilities. Any room or space on the Premises that can be reserved for events.

C. Facility Reservation. Landlord shall provide Tenant with a written request to use Event Facilities. The request shall identify the component(s) of the Event Facilities needed and dates desired (“Reservation Request”). Landlord shall provide all Reservation Requests not more than 45-days in advance of the requested date(s). Subject to availability, Tenant shall make the Event Facilities available to Landlord as specified in the applicable Reservation Request. If the specified Event Facilities are not available on the requested date(s), Tenant shall notify Landlord in writing within five business days of the Reservation Request as well as propose and reserve for Landlord at least two alternative dates as close as possible to the requested date(s) (“Response”). Tenant may determine whether to honor any Reservation Request received more than 45-days in advance in its reasonable discretion.

D. No Cost to Landlord. Landlord shall accept or reject the proposed alternative date(s) within five (5) business days of Tenant’s Response. Landlord’s failure to respond within such 5-business day period shall be deemed rejection of Tenant’s Response.

Landlord’s use of the Event Facilities shall be at no cost or expense (including set up fees) to Landlord; provided, however, that Landlord will pay for any food and beverage service requested by Landlord. Tenant shall not be entitled to any abatement or reduction of Rent related to Landlord’s use of the Event Facilities.

5.10 Use of Berkeley Waterfront Property; Public Trust.

Page 43 of 102 ends

Page 149 ends

Internal
11 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE For purposes of this Ground Lease, “Berkeley Marina” means the Premises and all other lands subject to the State Tidelands Grant (also referred to as “State Grant Lands”). "Berkeley Marina," includes the areas bound by the following:
 On the south by a westerly extension of Channing Way
 On the north by the north edge of Cesar Chavez Park, and a westerly extension thereof  On the west by a north-south line through the end of the Municipal Fishing Pier  On the east by the east edge of Cesar Chavez Park, and by the west edge of the Meadow area of Eastshore State Park and a southerly extension thereof.

A. Tenant agrees that except as otherwise provided in this Ground Lease, it is not a covenant or condition of this Ground Lease or of any other agreement with Tenant that Landlord undertake or cause to be undertaken any development or redevelopment of the Premises or the Berkeley Waterfront, and Landlord shall incur no liability whatsoever to Tenant for failure to undertake such development or redevelopment.

B. Landlord at all times shall have the right and privilege of making such changes in and to the Berkeley Waterfront (other than the Premises) from time to time which in its sole opinion are deemed to be desirable or appropriate, including the location and relocation of stairways, sidewalks, pathways, driveways, streets, entrances, exits, automobile parking spaces, the direction and flow of traffic, designation of prohibited areas, landscaped areas, landscaping, toilets, utilities and all other facilities; provided, however, that the foregoing is not intended to entitle Landlord to unreasonably effect changes that would materially and adversely affect access or lines of sight to the Premises, except temporarily during periods of construction.

Any changes or additions by Landlord to the Berkeley Waterfront shall be performed in such a manner so as not to unreasonably interfere with Tenant's use of the Premises and shall not change in a material, adverse way the access to the Premises. If as a result of the foregoing work by Landlord or its designated representatives, Tenant is unable to operates its business in the Premises and Facility or any portion thereof as a result of being denied access to the Premises or Facility or any stoppage or interruption in any of the basic services to be provided by Landlord hereunder, Tenant is entitled to a pro rata abatement of Base Rent to the extent that such denial of access or stoppage or interruption interferes with the normal conduct of Tenant’s business. Landlord shall have the right to establish, promulgate, and enforce such reasonable rules and regulations concerning the Berkeley Waterfront, as it may deem necessary or advisable for the proper and efficient management, operation, maintenance and use thereof, and Tenant shall comply with the same.

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

D. Nothing contained herein shall be deemed to create any liability to Landlord for any personal injury, or any damage to motor vehicles, vessels, or other property of Tenant’s principals, employees or others, unless caused by the gross negligence or willful misconduct of Landlord, its agents, servants or employees. Tenant is solely responsible for the security of the Premises and Facility, and for the safety of those using the Premises and Facility pursuant to this Ground Lease or any permits or licenses from the City. Tenant acknowledges that if Landlord provides security guards or police patrols for the Berkeley Waterfront or any portion thereof, Landlord does not represent, guarantee or assume responsibility that Tenant or any person or entity will be secure from losses caused by the illegal acts of third parties and

Page 44 of 102 ends

Page 150 ends

Internal
12 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE does not assume responsibility for any such illegal acts. To induce Landlord to provide such security, if any, as Landlord in its sole discretion deems reasonable, appropriate and economically feasible, Tenant hereby waives any present or future claims Tenant may have against Landlord, whether known or unknown, for bodily injury or property damage arising from the performance of such security agents. Landlord shall not be obligated to provide any public liability or property damage insurance for the benefit of Tenant or any other person or entity, each such party being responsible for its own insurance.

5.11 Public Trust Tidelands Requirements.

A. Tenant acknowledges that the Premises are located on State tidelands held by the City of Berkeley in trust for the promotion of commerce, navigation, and fishery pursuant to Chapter 347 of the California Statutes of 1913, as amended (the “Grant”), subject to the conditions, restrictions, limitations, rights, powers, and duties reversionary rights and other rights created or reserved in the Grant. Tenant agrees that, notwithstanding anything in this Ground Lease to the contrary, Tenant shall use the Facility and Premises consistently with and in a manner that shall not result in a violation of the Grant or of provisions of the Berkeley City Charter, the California Constitution or other applicable Laws.

B. Landlord reserves to itself and the right to grant to others in the future nonexclusive utility easements over, under, through, across or on the Premises in locations that will not unreasonably interfere with Tenant’s access to or use of the Premises or Facility.

Landlord may make changes in any utility system serving the Facility or Premises as Landlord determines to be necessary or desirable in the course of any construction performed by or under the authorization of Landlord. Any interference to Tenant’s use of the Facility or Premises shall be temporary, and all work on the Premises shall proceed expeditiously. Tenant shall be given reasonable notice before commencement of any work on the Premises. No such work shall invalidate or affect this Ground Lease or give Tenant any claim against Landlord for abatement of Rent or loss of business as a result thereof unless the work continues for more than three (3) days in which event Tenant shall be entitled to a pro rata abatement of Base Rent thereafter until completion of such work. In the event the installation or maintenance of utility lines in such easements causes any damage to the Premises, or any portion thereof, or to the Facility, or other facilities located upon the Premises, including but not limited to pavement, curbs and sidewalks, the same shall be repaired by Landlord at its expense, if not so repaired by the party installing and maintaining the line. Landlord shall hold harmless and indemnify Tenant from all claims arising out of the grant or use of such utility easements, except to the extent they result from the negligence or willful misconduct of Tenant.

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

Page 45 of 102 ends

Page 151 ends

Internal
13 THIS IS A DRAFT/SAMPLE LEASE DOCUMENT, SUBJECT TO CHANGE Ground Lease, Landlord is in no way modifying or limiting the obligation of Tenant to cause the Premises and Facility to be used and occupied in accordance with all Laws.

5.13 Regulatory Approvals Generally. Tenant acknowledges and agrees that this Ground Lease does not guarantee that Landlord, in its regulatory capacity, will grant any particular request for a license, permit or other regulatory approval. Tenant understands that Landlord may grant or deny such request in its sole discretion, and may impose such terms and conditions as it deems consistent with that discretion.

5.14 Covenants Regarding Improvements.

Tenant acknowledges and agrees that the Improvements will be maintained as follows:

A. Building. Tenant shall provide and install all furniture, fixtures, and accessories necessary for the operation of a full service restaurant and event space. Tenant shall maintain in good condition all aspects of the building, including but not limited to building systems and structural elements.

B. Pilings. Tenant acknowledges that restaurant building is situated over the water, and is supported by pilings in the Bay. Tenant will maintain these pilings in good condition and provide periodic assessment and maintenance to assure they remain in good condition.

C. Landscaping. Tenant shall install and maintain such landscaping as may be reasonably required to provide an attractive development consistent with a full service restaurant.

D. Off-Site Improvements. Tenant shall maintain all off-site improvements as described in Exhibit C for the duration of the Lease Term.

E. Exclusive Use Parking. Subject to any permits or conditions required or imposed by regulatory agencies, Tenant may utilize the Exclusive Use parking spaces and any connected architecture to generate income for purpose of covering the maintenance costs.

Revenue will be included in calculation of gross receipts, per Section 3.5.

ARTICLE 6.

CONDITION OF PROPERTY

6.1 Landlord’s Disclaimers and Tenant’s Acknowledgements.

The
Premises are being leased to Tenant in their current, existing, “AS-IS” condition. Except as expressly set forth in this Ground Lease, Landlord makes no representations or warranties as to any matters concerning the Premises or Facility, including without limitation: (i) matters relating to soils, subsoils, geology, the presence or absence of fill, groundwater, drainage, and flood zone designation; (ii) the existence, quality, nature, adequacy and physical condition of utilities serving the Premises or Facility; (iii) the development potential of the Premises or Facility, or their uses, habitability, merchantability, or fitness, suitability, value or adequacy for any particular purpose, (iv) the zoning or other legal status of the Premises or Facility or any other public or private restrictions on their use, (v) the adequacy, condition, repair status, or remaining useful life of the Facility’s electrical, plumbing, HVAC, utility, mechanical or safety systems (“Facility Systems”), (vi) the adequacy, condition, repair status, or remaining useful life of the Facility’s roof, walls, foundation, pilings, or other structural components, any other structures within the Premises, parking lot, the drive aisle and associated parking stall, loading stalls,

Page 46 of 102 ends

Berkeley City CouncilJanuary 27, 2026

Berkeley City Council
January 27, 2026