Burbank City Council
October 13, 2026

BURBANK CITY COUNCIL

JOINT MEETING WITH THE HOUSING AUTHORITY
TUESDAY, OCTOBER 13, 2026
6:00 p.m. – Open Session
Council Chamber
275 E. Olive Avenue, Second Floor

NOTICE TO THE PUBLIC
NOTICE IS HEREBY GIVEN that a Joint City Council Meeting will be held in the Council Chamber – 275 East Olive Avenue, Second Floor, on Tuesday, October 13, 2026, at 6:00 p.m., to discuss matters on the attached agenda.

Members of the public have the option to participate in the meeting in-person or remotely. They may also submit their written comments regarding City business using the eComment feature on the City website.

Auxiliary aids and services are available for individuals with speech, vision, or hearing impairments (48- hour notice is required). For more information, please contact the ADA Coordinator at (818) 238-5051.

Interpretation Requests:

If you would like to participate in Public Comments and require an interpreter, please telephone the City Clerk's Office at (818) 238-5851 at least 48 hours in advance of the meeting.

Si desea participar en los comentarios públicos y necesita un intérprete, por favor llame a la Oficina de la Secretaria Municipal al (818) 238-5851 al menos 48 horas antes de la reunión.

How to View the Meeting:

Local Cable: Spectrum Channel 6 or AT&T Uverse Channel 99.

YouTube Live Streaming Channel: Click here.

City Website Live Streaming: Click here.

Public Comment Options:

1. Written comments: Submit comments through eComment on the City website (https://www.burbankca.gov/web/city-clerks-office/ecomment) from the time the agenda is posted until 5:00 p.m. the day of the meeting. eComments will be distributed to the City Council in advance of the meeting.

2. In-person: Attend and provide comments in the Council Chamber.

3. Remote participation via Zoom (Audio Only, No Video):

Option A – Telephone
Call (818) 238-3335
Press *9 to raise or lower your hand
The City Clerk will identify callers by the last four digits of their phone number When allowed to speak, you may be prompted to unmute by pressing *6 Option B – Web Browser or Mobile Device
Click HERE to join via Zoom.com
Enter Meeting ID: 824 4125 6228
To request to speak during public comment, use the Raise Hand feature in Zoom.

For instructions on how to raise your hand during the meeting, please click HERE.

Burbank City Council Meeting Agenda October 13, 2026
1 A. Call to Order: 6:00 p.m.

B. Moment of Reflection:

C. Flag Salute:

D. Roll Call:

E. Announcements: (The Mayor will make announcements on various topics in addition to any listed) F. Council Presentations/Recognitions: (The Mayor will make presentations to various groups/persons)

1. Presentation of a Proclamation Declaring October 18–24, 2026, as "National Veterinary Technician Appreciation Week" in the City of Burbank – City Council

2. Presentation of a Proclamation Declaring October 18–24, 2026, as “United Against Hate Week” in the City of Burbank – City Council

3. Presentation of a Proclamation Declaring October 1–31, 2026, as “Domestic Violence Awareness Month” in the City of Burbank – City Council

4. Presentation of Certificates of Recognition to the Participating High Schools of the City of Burbank's 2026 Clerks' Cup – City Council
G. City Manager Report: (Updates on Notable Events, if any) Speaker time limits will be determined by the Presiding Officer, depending on how many public comment cards are received and how many remote participants are in the queue at the commencement of each public comment period (as shown below). Additional public comment cards and remote comments will not be accepted once the public comment period commences. 1 – 20 Total Speakers – 3 minutes each
21 – 39 Total Speakers – 2 minutes each
40+ Total Speakers – 1 minute each
The Presiding Officer has the discretion to reduce speaking time for each speaker in order to ensure that City business can be completed at a reasonable hour.

Public Disclosure:

Please be advised that any communication submitted to the City of Burbank, its officials, staff or City consultants, may be considered a public record under the Brown Act and California Public Records Act.

This means that any information contained in the communication, including personal information, may be subject to public disclosure. The City reserves the right to disclose such information in accordance with the law.

This agenda contains a summary of each item of business which the City Council and Housing Authority may discuss or act on at this meeting. The agenda packet consisting of the staff reports and all other documentation relating to each item on this agenda will be posted on the City's website at www.burbankca.gov. Any writings or documents provided to the City Council regarding any item on this agenda subsequent to distribution of the agenda packet will be posted on the City's website at www.burbankca.gov. If you have a question about any matter on the agenda, please call the Office of the City Clerk at (818) 238-5851. The Council Chamber is disabled accessible. Auxiliary aids and services are available for individuals with speech, vision, or hearing impairments (48-hour notice is required).

Please contact the ADA Coordinator at (818) 238-5051 with questions or concerns.

Burbank City Council Meeting Agenda October 13, 2026
2 H. Presentations:

1. Presentation of a State Legislative Update by California Public Policy Group – City Manager's Office
I. Joint General Public Comment: To comment in person, a YELLOW Public Comment Card must be completed and submitted to the City Clerk prior to the comment period. To comment remotely, participants may join via Zoom (using the link on the agenda or by calling 818-238-3335). Remote commenters must join the queue to speak using the “raise hand” feature in Zoom prior to the comment period.

J. Council, City Manager, and/or City Attorney Comment: (Responses to General Public Comment, if any, shall be brief and in accordance with the Ralph M. Brown Act) K. Consent Calendar: (Items on the Consent Calendar are generally routine matters and should be adopted by one motion without an oral report)

1. Council Minutes – City Clerk's Office

2. Housing Authority Minutes – City Clerk's Office

3. Adoption of a Resolution Recognizing and Reaffirming the Sister City Relationship with Ota City, Japan, Initially Established in 1983 – Library Services Department Recommendation:

Approve the City Council Minutes of the Regular Meeting of September 29, 2026, and the Dark Meeting of October 6, 2026.

Attachments:

Council Minutes
Dark Meeting Minutes
Recommendation:

Approve the Housing Authority Minutes of the Joint Meeting of August 25, 2026.

Attachments:

Housing Authority Minutes
Recommendation:

Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK RECOGNIZING

AND REAFFIRMING THE SISTER CITY RELATIONSHIP WITH OTA CITY, JAPAN, INITIALLY ESTABLISHED IN 1983.

Attachments:

SR - Sister City Relationship
Att1 - Proposed Resolution
Att2 - Visioning Report and Strategic Plan
Att3 - Resolution No. 20,777
Burbank City Council Meeting Agenda October 13, 2026
3 4. Adoption of a Resolution Authorizing the Execution of a Grant Agreement with the U.S.

Department of Homeland Security for Fiscal Year 2025 Assistance to Firefighters Grant Program Funds, Acceptance of a Grant Award of $468,181.81, and Amending the Fiscal Year 2026-27 Budget by Appropriating Funds – Fire Department

5. Adoption of a Resolution Approving a 36-Month Lease Agreement with 303 N. Glenoaks Boulevard CA, LLC, a Delaware Limited Liability Company, for the Property Located at 303 N.

Glenoaks Boulevard, Suite 500 – Community Development Department L. Reports to Council: (Items listed under this section will have an oral report provided)

1. Appointment to Fill One Vacancy on the Burbank Housing Corporation Board of Directors for a Full Two-Year Term – City Clerk's Office (with Housing Authority) Recommendation:

Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE A GRANT AGREEMENT WITH THE U.S.

DEPARTMENT OF HOMELAND SECURITY FOR FISCAL YEAR 2025 ASSISTANCE TO

FIREFIGHTERS GRANT PROGRAM FUNDS, ACCEPT A GRANT AWARD IN THE AMOUNT OF $468,181.81, AND AMENDING THE FISCAL YEAR 2026-27 BUDGET BY APPROPRIATING FUNDS.

Attachments:

SR - Assistance to Firefighters Grant
Att1 - Resolution
Att2 - Award Package
Att3 - Notice of Funding Opportunity
Att4 - Supplemental Statement
Recommendation:

Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK APPROVING A THIRTY-SIX MONTH LEASE AGREEMENT WITH 303 N. GLENOAKS BOULEVARD CA,

LLC, A DELAWARE LIMITED LIABILITY COMPANY, FOR THE PROPERTY LOCATED AT 303 N. GLENOAKS BOULEVARD, SUITE 500.

Attachments:

SR - 303 N. Glenoaks Lease Agreement
Att1 - Resolution
Att2 - Lease Agreement
Recommendation:

Appoint one member to the Burbank Housing Corporation Board of Directors to fill an unexpired term ending October 31, 2028.

Joint Public Comment: To comment in person, a YELLOW Public Comment Card must be completed and submitted to the City Clerk prior to the comment period. To comment remotely, participants may join via Zoom (using the link on the agenda or by calling 818-238-3335).

Remote commenters must join the queue to speak using the “raise hand” feature in Zoom prior to the comment period.

Council Action:

Attachments:

SR - BHC Board of Directors Vacancy
Att1 - Applications and Resumes
Burbank City Council Meeting Agenda October 13, 2026
4 2. Appointment to Fill One Vacancy on the Burbank Cultural Arts Commission for an Unexpired Term – City Clerk's Office

3. Appointment to Fill One Vacancy on the Sustainable Burbank Commission for an Unexpired Term – City Clerk's Office
Att2 - Redevelopment Agency Resolution R-1878
Att3 - Housing Authority Resolution H-209
Recommendation:

Appoint one member to the Burbank Cultural Arts Commission to fill an unexpired term ending July 31, 2029.

Public Comment: To comment in person, a YELLOW Public Comment Card must be completed and submitted to the City Clerk prior to the comment period. To comment remotely, participants may join via Zoom (using the link on the agenda or by calling 818-238-3335).

Remote commenters must join the queue to speak using the “raise hand” feature in Zoom prior to the comment period.

Council Action:

Attachments:

SR - BCAC Vacancy
Att1 - Applications and Resumes
Att2 - BMC Section 2-1-425
Recommendation:

Appoint one member to the Sustainable Burbank Commission to fill an unexpired term ending July 31, 2029.

Public Comment: To comment in person, a YELLOW Public Comment Card must be completed and submitted to the City Clerk prior to the comment period. To comment remotely, participants may join via Zoom (using the link on the agenda or by calling 818-238-3335).

Remote commenters must join the queue to speak using the “raise hand” feature in Zoom prior to the comment period.

Council Action:

Attachments:

SR - SBC Vacancy
Att1 - Applications and Resumes
Att2 - BMC Section 2-1-424
Burbank City Council Meeting Agenda October 13, 2026
5 4. Adoption of a Resolution Approving a Progressive Design-Build Contract with Clark Construction Group – California, LP for the Burbank Library and Civic Center Project and Authorizing the Library Services Director, as Designee of the City Manager, to Execute the Agreement and Future Task Orders and/or Amendments Provided that Funds Are Budgeted – Library Services Department

5. Adoption of a Resolution Approving the Establishment of the Salary for the Classification of Accounting Technician; and Adoption of a Resolution Approving the Citywide Salary Schedule – Management Services Department
Recommendation:

Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK APPROVING A PROGRESSIVE DESIGN-BUILD CONTRACT WITH CLARK CONSTRUCTION GROUP –

CALIFORNIA, LP FOR THE BURBANK LIBRARY AND CIVIC CENTER PROJECT AND

AUTHORIZING THE LIBRARY SERVICES DIRECTOR, AS DESIGNEE OF THE CITY

MANAGER, TO EXECUTE THE AGREEMENT AND FUTURE TASK ORDERS AND/OR AMENDMENTS PROVIDED THAT FUNDS ARE BUDGETED.

Public Comment: To comment in person, a YELLOW Public Comment Card must be completed and submitted to the City Clerk prior to the comment period. To comment remotely, participants may join via Zoom (using the link on the agenda or by calling 818-238-3335).

Remote commenters must join the queue to speak using the “raise hand” feature in Zoom prior to the comment period.

Council Action:

Attachments:

SR - Library and Civic Center Project
Att1 - Resolution
Att2 - RFQu
Att3 - RFP
Att4 - Community Engagement Report
Att5 - Development Review Decision Letter
Att6 - Link to PDB Contract
Att7 - Evaluation Scores
Recommendation:

1. Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK APPROVING

THE ESTABLISHMENT OF THE SALARY FOR THE CLASSIFICATION OF ACCOUNTING TECHNICIAN.

2. Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK APPROVING THE CITYWIDE SCHEDULE.

Public Comment: To comment in person, a YELLOW Public Comment Card must be completed and submitted to the City Clerk prior to the comment period. To comment remotely, participants may join via Zoom (using the link on the agenda or by calling 818-238-3335).

Remote commenters must join the queue to speak using the “raise hand” feature in Zoom prior to the comment period.

Council Action:

Attachments:

SR - Accounting Technician Classification
Att1 - Resolution - Accounting Technician
Att2 - Resolution - Citywide Salary Schedule
Burbank City Council Meeting Agenda October 13, 2026
6 M. Council Comments: (Including reporting on Council committee assignments, attendance at conferences, regional meetings, and community events)
N. Introduction of Additional Agenda Items: (Council Members may request future agenda items) O. Adjournment: To Thursday, October 15, 2026, for a Special Meeting at the Los Angeles Marriott Burbank Airport Convention Center – 2500 N. Hollywood Way.

Burbank City Council Meeting Agenda October 13, 2026
7 1

CITY OF BURBANK

CITY COUNCIL REGULAR MEETING MINUTES
TUESDAY, SEPTEMBER 29, 2026
Call to Order:

A Closed Session Meeting of the City Council of the City of Burbank was held in the Council Chamber, 275 East Olive Avenue, on the above date. The meeting was called to order at 4:36 p.m. by Vice Mayor Mullins.

Present: Council Member(s) Anthony, Rizzotti, and Vice Mayor Mullins

Absent: Council Member(s) Perez, and Mayor Takahashi
Also Present: City Manager Hess, City Attorney McDougall, and City Clerk Clark Closed Session Public Comment:

There being no response to the Vice Mayor's invitation for Public Comment on Closed Session matters, the City Council recessed at this time to the City Hall First Floor Conference Room to hold a Closed Session on the following:

1. Conference with Legal Counsel – Anticipated Litigation a. Initiation of litigation pursuant to Govt. Code §54956.9(d)(4) City as Potential Plaintiff
b. Number of potential case(s): 1

2. Conference with Legal Counsel – Anticipated Litigation a. Initiation of litigation pursuant to Govt. Code §54956.9(d)(4) City as Potential Plaintiff
b. Number of potential case(s): 1

3. Conference with Legal Counsel – Existing Litigation
a. Pursuant to Govt. Code §54956.9(d)(1)
b. Name of Case: Shahram Rasouli v. City of Burbank
c. Case No.: 24NNCV04282
d. Brief description and nature of case: Personal Injury – Auto Accident Mayor Takahashi arrived at 4:40 p.m. and Council Member Perez arrived at 4:52 p.m.

Call to Order:

A Regular Meeting of the City Council of Burbank was held in the Council Chamber, 275 East Olive Avenue, on the above date. The meeting was called to order at 6:04 p.m. by Mayor Takahashi.

Moment of Reflection:

Mayor Takahashi held a Moment of Reflection to begin the meeting with positive and collective support for our beloved community.

Consent Calendar
Item #1
8 2
Flag Salute:

The Pledge of Allegiance was led by Mayor Takahashi.

Roll Call:

Present: Council Member(s) Anthony, Perez, Rizzotti, Vice Mayor Mullins, and Mayor Takahashi

Absent: None
Also Present: City Manager Hess, City Attorney McDougall, and City Clerk Clark Mayor Takahashi indicated there would be two (2) periods of Public Comment at this evening's meeting and those who wish to participate in the public comment periods may join via Zoom or call in at (818) 238-3335. Members of the public may comment in person or remotely for all public comment periods.

Announcements:

Mayor Takahashi displayed a PowerPoint presentation announcing the following: (1) Burbank Book Festival; (2) Burbank Water and Power and Burbank Tournament of Roses Association Craft Faire; (3) Planning Division Accessory Dwelling Unit (ADU)/ Junior ADU Webinar; (4) Outdoor Halloween Decorating Contest; (5) Measure C Information; (6) Measures CC and CD Information; (7) November 3, 2026 General Municipal Election Notice; (8) Election Signage Guidelines; and (9) Board, Commission, and Committee Vacancies.

Council Presentations/Recognitions:

1. Presentation of a Proclamation Declaring October 2026, as "National Community Planning Month" in the City of Burbank
Vice Mayor Mullins presented a proclamation declaring October 2026 as "National Community Planning Month" in the City of Burbank and introduced Patrick Prescott, Community Development Director, who made remarks.

City Manager Report:

City Manager Hess indicated there were no items to report.

Reporting on Closed Session:

City Attorney McDougall reported that the City Council met in Closed Session regarding the agendized Closed Session items and for Item Nos. 1 and 2, Council voted unanimously (5-0) to authorize the City Attorney's Office to commence litigation.

Information regarding the parties and nature of litigation will be made available once litigation has commenced. For Item No. 3, Council took no reportable action.

General Public Comment:

Appearing to comment were: Ron Bax, Dustin Blankenship, Jim Lane, Barry Sarna, Mark Scroggs, Diana Pulver, Emily Hunter, Joseph Castillon, Cynthia Pease, Sean Mulligan, Eimee Tsai, Julianna Sanosyan, Nishka Mengde, Sara O’Dell, Marianna Sergoyan, Daniel Bagumyan, Cale Thomas, Maxine Hillman, Jamal El-Amin, Lisa Cusack, Cameron Tennyson, Jo Pimienta, and David Donahue. 9 3
One (1) speaker commented remotely.

Council, City Manager, and/or City Attorney Comment:

Council Members and Staff responded to Public Comment.

Consent Calendar:

It was moved by Vice Mayor Mullins, seconded by Council Member Anthony, to approve the Consent Calendar. The motion carried 5-0 with the following roll call vote: AYES:

Anthony, Perez, Rizzotti, Mullins, and Takahashi. NOES: None.

Council Member Perez requested a brief summary of Consent Calendar Item No. 4.

Kylene Pecor, Community Assistance Coordinator, responded to Council inquiries.

1. Council Minutes
Approve the City Council Minutes of the Regular Meeting of September 15, 2026, and the Dark Meeting of September 22, 2026.

2. Adoption of a Resolution Amending the City of Burbank Conflict of Interest Code RESOLUTION NO. 26-29,741
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK AMENDING THE CITY'S CONFLICT OF INTEREST CODE.

3. Adoption of a Resolution Accepting a Grant Award from the U.S. Department of Homeland Security Emergency Operations Center (EOC) Grant Program in the Amount of $1,235,750 for the Construction of a New EOC for the City of Burbank and Amend the Fiscal Year 2026-27 Budget to Appropriate Funds RESOLUTION NO. 26-29,742
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK ACCEPTING A GRANT AWARD FROM THE U.S. DEPARTMENT OF

HOMELAND SECURITY EMERGENCY OPERATIONS CENTER (EOC) GRANT PROGRAM IN THE AMOUNT OF $1,235,750 FOR THE CONSTRUCTION OF A

NEW EOC FOR THE CITY OF BURBANK AND AMENDING THE FISCAL YEAR 2026-27 BUDGET BY APPROPRIATING FUNDS.

4. Approval of a Professional Services Agreement with Home Again Los Angeles in the Amount of $50,000 for Administration of the Immigration Emergency Assistance Fund
Approve a Professional Services Agreement with Home Again Los Angeles in the amount of $50,000 for the administration of the Immigration Emergency Assistance Fund.
10 4
Reports to Council:

1. Review Recommendations of the Creative Industry Taskforce Mary Hamzoian, Acting Assistant Community Development Director, presented the PowerPoint Presentation and responded to City Council inquiries. Joseph McDougall, City Attorney; Justin Hess, City Manager; Patrick Prescott, Community Development Director; and Jennifer Becker, Financial Services Director, also responded to Council inquiries. John Bwarie of Stratiscope was also available for Council inquiries.

Public Comment:

Appearing to comment were: Mark Scroggs and David Donahue.

Commenting remotely was: None.

Council Action:

It was moved by Council Member Perez, seconded by Vice Mayor Mullins, to direct staff to return with a staff report in December 2026 for a full discussion on waiving film permit fees for a one-year pilot program with proposed implementation on January 1 and to continue with efforts to establish a Creative's Hub and retain a professional marketing firm as recommended by the Creative Industry Industry Taskforce.

The motion carried 5-0 with the following roll call vote: AYES: Anthony, Perez, Rizzotti, Mullins, and Takahashi. NOES: None.

Council Comments:

Council Members reported out on Council committee assignments and attendance at conferences, regional meetings, and community events.

Introduction of Additional Agenda Items:

Council Member Rizzotti requested a memorandum from the Housing Enforcement Unit providing an update on housing statistics.

Adjournment:

There being no further business to come before the City Council, the meeting was adjourned at 9:49 p.m. to Tuesday, October 13, 2026 for a Regular Meeting in the Council Chamber – 275 East Olive Avenue, Second Floor.
__________________________
Kimberley Clark
City Clerk
__________________________
Tamala Takahashi
Mayor
APPROVED DATE:
11 CITY COUNCIL REGULAR MEETING MINUTES

DARK MEETING
TUESDAY, OCTOBER 6, 2026
A Regular Meeting of the Council of the City of Burbank was not held on the above date. _________________________________
Kimberley Clark
City Clerk
__________________________________
Tamala Takahashi
Mayor
APPROVED DATE:
12 1

HOUSING AUTHORITY MINUTES

A JOINT MEETING WITH THE CITY COUNCIL
TUESDAY, AUGUST 25, 2026
Call to Order:

A Joint Meeting of the Housing Authority and the City Council of the City of Burbank was held in the Council Chamber, 275 East Olive Avenue, on the above date. The meeting was called to order at 6:05 p.m. by Chair Takahashi.

Moment of Reflection:

Chair Takahashi held a Moment of Reflection to begin the meeting with positive and collective support for our beloved community.

Flag Salute:

The Pledge of Allegiance was led by Chair Takahashi.

Roll Call:

Present: Commissioner(s) Anthony, Perez, Rizzotti, Vice Chair Mullins, and Chair Takahashi

Absent: None
Also Present: Executive Director Hess, City Attorney McDougall, and Clerk Clark Closed Session, Announcements, Council Presentations/Recognitions, City Manager Report, Reporting on Closed Session, Reports to Council, Council Comments, Consideration of Previously Introduced Additional Agenda Items, and Introduction of Additional Agenda Items were City Council items only and can be found in the City Council Meeting Minutes.

Joint General Public Comment:

Appearing to comment were: Eddy Polon, Mark Scroggs, Gerry Flores, Ron Bax, Diana Pulver, Mike Van Gorder, Kristen Gish, Britta Romanov, Thom Davis, John Lehman, Tobey Bays, Carole Nolls, Andrea Padilla, Louie Meza, Rachel Hobbs, Jo Pimienta, Maxine, Jorge Negrete, Valerie Taylor, Janet Diel, Gloria Salas, Cameron Tennyson, David James Henry, Dan Kleiman, Corey Mensing, JoMo, and Emily Hunter.

One (1) speaker commented remotely.

Antonio Mendez submitted a comment card but did not wish to speak.

Council, City Manager, and/or City Attorney Comment:

Commissioners and Staff responded to Public Comment.

Consent Calendar:

It was moved by Commissioner Anthony, seconded by Vice Chair Mullins, to approve the Consent Calendar. For Item Nos. 1–5 and 8–10, the motion carried 5-0 with the following roll call vote: AYES: Anthony, Perez, Rizzotti, Mullins, and Takahashi. NOES:

None. For Item Nos. 6 and 7, the motion carried 4-0-1 with the following roll call vote:

Consent Calendar
Item #2
13 2
AYES: Perez, Rizzotti, Mullins, and Takahashi. NOES: None. ABSTAIN: Anthony.

Consent Calendar Item Nos. 1, 3, and 5–10 were City Council items only and can be found in the City Council minutes.

2. Housing Authority Minutes
Approve the Housing Authority Minutes of the Joint Meeting of June 16, 2026.

4. Adoption of Resolutions Continuing Appropriations from Fiscal Year 2025-26 to Fiscal Year 2026-27 (with Housing Authority and Parking Authority)

1. RESOLUTION NO. 26-29,733
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK AMENDING THE FISCAL YEAR 2026-2027 BUDGET FOR THE

PURPOSE OF CONTINUING APPROPRIATIONS FROM FISCAL YEAR
2025-2026.

2. RESOLUTION NO. H-26-284
Adopt A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF BURBANK AMENDING THE FISCAL YEAR 2026-2027 BUDGET FOR

THE PURPOSE OF CONTINUING APPROPRIATIONS FROM THE
FISCAL YEAR 2025-2026.

3. RESOLUTION NO. P-26-131
Adopt A RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF BURBANK AMENDING THE FISCAL YEAR 2026-2027 BUDGET FOR

THE PURPOSE OF CONTINUING APPROPRIATIONS FROM THE
FISCAL YEAR 2025-2026.

Public Hearing:

1. Adoption of a Resolution Approving an Amendment to the Burbank Public Housing Agency Fiscal Year 2026-2027 Annual Plan and Updates to the Section 8 Administrative Plan to Implement Housing Opportunities Through Modernization Act Requirements
The Public Hearing was opened at 7:34 p.m. There were no Conflict-of-Interest disclosures. Clerk Clark affirmed receipt of Proof of Publication; confirmed there was a complete file of exhibits and correspondence including emails and other documents, and indicated that no written correspondence was received.

Odet Ayvazyan, Housing Development Manager, presented the PowerPoint Presentation and responded to Housing Authority inquiries. Alejandro Mendoza, Housing Assistant, also responded to Authority inquiries.

Joint Public Hearing Public Comment:

Appearing to comment was: None.
14 3
Commenting remotely was: None.

The Public Hearing was closed at 7:46 p.m.

Council Action:

It was moved by Commissioner Anthony, seconded by Vice Chair Mullins, to:

RESOLUTION NO. H-26-285
Adopt A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF BURBANK APPROVING: 1) THE PUBLIC HOUSING AGENCY REVISED ANNUAL PLAN FOR FISCAL YEAR 2026-2027; 2) UPDATES TO THE SECTION 8 ADMINISTRATIVE PLAN TO IMPLEMENT HOUSING
OPPORTUNITIES THROUGH MODERNIZATION ACT; AND 3) AUTHORIZING

THE EXECUTIVE DIRECTOR TO EXECUTE THE CERTIFICATIONS

REQUIRED BY THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT.

The motion carried 4-0-1 with the following roll call vote: AYES: Anthony, Rizzotti, Mullins, and Takahashi. NOES: None. ABSTAIN: Perez.

Adjournment:

There being no further business to come before the Housing Authority, the meeting was adjourned at 10:43 p.m. to Tuesday, September 15, 2026 for a Regular Meeting in the Council Chamber – 275 East Olive Avenue, Second Floor.
__________________________
Kimberley Clark
Clerk
__________________________
Tamala Takahashi
Chair
APPROVED DATE:
15 1

STAFF REPORT
DATE: October 13, 2026
TO: Justin Hess, City Manager
FROM: Eric Lashley, Library Services Director
VIA: Cindy Yee Akuin, Senior Administrative Analyst
BY: Leslie Sandoval, Administrative Analyst I
SUBJECT: Adoption of a Resolution Recognizing and Reaffirming the Sister City Relationship with Ota City, Japan, initially established in 1983

RECOMMENDATION
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK RECOGNIZING

AND REAFFIRMING THE SISTER CITY RELATIONSHIP WITH OTA CITY, JAPAN, INITIALLY ESTABLISHED IN 1983.

BACKGROUND
The Sister Cities International (SCI) program was formed by President Dwight D.

Eisenhower in 1956 to promote peace through global understanding. A Sister City relationship is a long-term, official partnership between two geographically distinct countries to promote cultural, educational, and economic ties. There are currently over 700 participating cities in the United States, and 1,800 cities worldwide. Burbank maintains relationship with five established Sister Cities: Solna, Sweden (1960); Incheon, Korea (1961); Gaborone, Botswana (1975); Ota, Japan (1983); and Arezzo, Italy (2023).

Sister City relationships are formal municipal relationships approved by the City Council and established through the adoption of a resolution. In the 1980s, Ota initiated a Sister City relationship with Burbank based on similarities between the two cities. At the time, Burbank was home to Lockheed Aircraft, the company that manufactured airplanes that fought in World War II against Japan. The Japanese World War II fighter airplane, “Zero”, was manufactured in Ota. Both cities determined their relationship would be a demonstration of peace and goodwill. On November 1, 1983, the City Council approved

LIBRARY

SERVICES
Consent Calendar
Item #3
16 2
Resolution No. 20,777 (Attachment 3) to establish the Sister City relationship. Likewise, Ota City formalized a similar agreement which was approved in Japan on February 14, 1984.

City of Burbank Sister City activities are coordinated through the Library Services Department (Department). As part of the ongoing strategy for the Sister City Program, a Sister Visioning Report and Strategic Plan (Visioning Plan) was developed for 2024-2027 (Attachment 2) identifying the following priority areas.

1. Education and Learning: Engage in learning and educational opportunities for all ages.

2. Trade, Tourism, and Economic Development: Develop strategies to encourage trade, tourism, investment, and business partnerships between Burbank and its current and prospective Sister Cities.

3. Arts and Culture: Celebrate cultural connections through arts and culture activities.

4. Administration and Operations: Establish operational improvements, with a focus on program administration, communication, marketing, and capacity building.

DISCUSSION
For more than four decades, the City of Burbank and Ota City, Japan, have maintained a Sister City relationship through hosting dignitaries from their respective countries, participating in student art exchanges, and providing support during humanitarian aid efforts. Most significantly, the relationship has centered on reciprocal student exchange programs coordinated in partnership with the nonprofit Burbank Sister City Committee (BSCC).

On July 24, 2026, Mayor Masanobu Hozumi from Ota visited Burbank and met with Mayor Takahashi and City staff to discuss the longstanding partnership and opportunities to strengthen the Sister City relationship. Mayor Hozumi and Mayor Takahashi discussed the importance of recognizing and reaffirming the existing cooperative relationship between the two cities and agreed to identify shared goals and areas of mutual interest to further strengthen the Sister City relationship.

Recognizing and Reaffirming the Sister City Relationship with Ota, Japan The proposed Resolution (Attachment 1) builds upon the Sister City relationship established in 1983 by identifying specific areas for future exchange between Burbank and Ota. The Resolution identifies creative industries, workforce development, education, regional and public transportation, and cultural exchange as areas in which the two cities may pursue additional opportunities for learning and collaboration. These areas reflect shared interests between the two municipalities and, in line with the 17 3
Visioning Plan, provide opportunities to enhance and expand the Sister City relationship beyond its longstanding focus on student exchanges.

The proposed Resolution also encourages regular mutual visits and exchanges between Burbank and Ota to strengthen relationships between elected officials, City staff, and community members, while providing opportunities to share knowledge, best practices, and cultural experiences. Approving the proposed Resolution would reaffirm Burbank’s commitment to its long-standing partnership with Ota and provide a foundation for continued cultural, educational, and community exchange, as well as new opportunities for collaboration in areas of mutual interest. It is noted and acknowledged by both cities that the Resolution serves as a framework for cooperation in the spirit of mutual exchange but is not considered legally binding.

BSCC, an independent nonprofit community group, works closely with the City to organize student exchanges and other Sister City-related activities. On September 14, 2026, the Board of the BSCC formally supported recognizing and reaffirming the Sister City relationship with Ota.

ENVIRONMENTAL REVIEW
This activity has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and as such, is not a “project” subject to the requirements of the California Environmental Quality Act (CEQA) 14 Cal. Code Regs § 15378.

FISCAL IMPACT
There is no fiscal impact related to adopting the Resolution.

CONCLUSION
Sister City programs, which promote peace and mutual understanding across borders, are a valued part of Burbank’s history. With a partnership spanning over 40 years, the cities of Ota and Burbank recognize the importance of reaffirming their longstanding Sister City relationship and share a mutual desire to renew their cooperative partnership, identify mutual areas of interest, and restate their commitment to mutual goals and aspirations.

ATTACHMENTS
Attachment 1 – Proposed Resolution
Attachment 2 – Sister City Visioning Report and Strategic Plan – 3 Year Plan, 2024- 2027
Attachment 3 – Resolution No. 20,777
18 1
ATTACHMENT 1
RESOLUTION NO. _____________

A RESOLUTION OF THE COUNCIL OF THE CITY OF

BURBANK RECOGNIZING AND REAFFIRMING THE

SISTER CITY RELATIONSHIP WITH OTA CITY, JAPAN,
INITIALLY ESTABLISHED IN 1983
THE COUNCIL OF THE CITY OF BURBANK FINDS:

A. The Sister Cities program was established by US President Dwight D.

Eisenhower in 1956 to establish greater friendship and understanding between the people of the United States and other nations, encouraging US cities to affiliate with cities in other countries that have similar characteristics and mutual interest.

B. The City of Burbank has established Sister City affiliations with Solna, Sweden (1960); Incheon, Korea (1961); Gaborone, Botswana (1975); Ota, Japan (1983); and Arezzo, Italy (2022).

C. On November 1, 1983, the City Council adopted Resolution No. 20,777, inviting Ota City, Japan, to become a Sister City of the City of Burbank.

D. The City of Burbank and Ota City have maintained a Sister City relationship since 1983, with student exchanges serving as the primary activity.

E. The City of Burbank and Ota City desire to recognize our longstanding Sister City relationship, renew our cooperative relationship, express our mutual areas of interest, and restate our commitment to our mutual goals and aspirations, which include the following:
 Cultural Exchange: The cities desire to continue and expand opportunities for residents and community organizations to share and experience the cultural traditions, history, and heritage of Burbank and Ota.
 Workforce Development and Education: the cities desire to expand educational opportunities and exchanges that support learning, professional development, and connections between residents, students, and educational institutions in both cities.
 Regional and Public Transportation: the cities desire to provide opportunities for the cities to exchange information and best practices related to regional transportation and public transportation.
 Creative Industries: the cities desire to encourage opportunities for information sharing and collaboration related to creative industries, including the arts, 19 2
entertainment, and other creative sectors that are important to both communities.

F. By this resolution, the City of Burbank reaffirms its commitment to its longstanding partnership with Ota City, which serves as a foundation for continued exchange and future collaboration between the two cities.

THE COUNCIL OF THE CITY OF BURBANK RESOLVES:

1. This City Council, on behalf of the people of the City of Burbank, recognizes and reaffirms our commitment with our longstanding Sister City, our mutual areas of interest, and our mutual goals and aspirations.

2. The Mayor is authorized to act as official representative of the City of Burbank. The City Manager or designee is also authorized to implement the Sister City activities with Ota City, Japan.

3. Copies of this resolution are to be sent to the Mayor and Council of Ota City, Japan, and to Sister Cities International.

PASSED and ADOPTED this ____ day of October 2026.
___________________________
Tamala Takahashi
Mayor

Approved as to Form:

Attest: Office of the City Attorney
____________________________ By: ________________________ Kimberley Clark, City Clerk Kane Thuyen
Senior Assistant City Attorney
20 3

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF BURBANK )
I, Kimberley Clark, City Clerk of the City of Burbank, do hereby certify that the foregoing Resolution was duly and regularly passed and adopted by a vote of the Council of the City of Burbank at its regular meeting held on the ___ day of October, 2026, by the following vote:

AYES:

NOES:

ABSENT:
____________________________
Kimberley Clark, City Clerk
21 Sister City Visioning Report
and Strategic Plan (2024-2027)
APRIL 2025 UPDATE
Your paragraph
text
ATTACHMENT 2
22 Introduction 1
Strategic Priorities for 2024-2027 2
Goal #1: Strengthen Sister City Relationships 3
Goal #2: Trade, Tourism, and Economic
Development
5 Goal #3: Education and Learning 7
Goal #4: Arts and Culture 9
Goal #5: Administration and Operations 11
Table of
Contents
23 Burbank’s Sister Cities
Burbank established its first Sister City relationship with Solna, Sweden, in 1960. This was followed by Incheon, Korea, in 1961; Gaborone, Botswana, in 1975; Ota, Japan, in 1983; and Arezzo, Italy, in 2022.

MISSION
VISION
Through its Sister City program, the
City of Burbank fosters meaningful
connections and broadens local and
global impact with economic,
educational, and cultural activities.

Burbank Sister City inspires a global
perspective linking Burbank to
international partners.

PAGE 1
Introduction
Solna,
Sweden
Incheon,
South Korea
Gabarone,
Botswana
Ota,
Japan
Arezzo,
Italy
24 Strategic Priorities for 2024-2027
PAGE 2
Goal #1: Strengthen Sister City Relationships
Engage and re-establish relationships with Sister City partners.

Goal #2: Trade, Tourism, and Economic Development
Develop strategies to encourage trade, tourism, investment, and business partnerships between Burbank and its current and prospective Sister Cities.

Goal #3: Education and Learning
Engage in learning and educational opportunities for all ages.

Goal #4: Arts and Culture
Celebrate cultural connections through arts and cultural activities.

Goal #5: Administration and Operations
Establish operational improvements, with focus on program administration, communication, marketing, and capacity
building.

This strategic plan was developed through community input sessions and stakeholder interviews conducted from January to April 2024.

Based on the data gathered, five goals were identified as priorities for the Sister City Program for Fiscal Years 2024-25 through 2027-28:
25 January 2024: Incheon Delegation Visits Burbank with former Mayor Schultz.

July 2024: Celebrated the 40 Anniversary of Sister City relationship with Ota.
th
September 2024: Participated in signing ceremony and delegation visit with Arezzo with former Vice Mayor Perez.

March 2025: Coordinated a municipal waste tour with Incheon representatives (cancelled due to inclement weather).

September 2025 (In progress): Delegation Visit for Incheon Landing Ceremony with Vice Mayor Takahashi.

Opened communication to further sister city exchange partnerships and other opportunities with Ota and Incheon.

Participated in Sister City International and Southern California Sister City meetings and trainings to understand about how other SCs are established; governance; best practices and administrative procedures.

PAGE 3
Goal #1: Strengthen Sister City Relationships
Objectives
Notable Accomplishments: Year 1

1.Develop partnership with Arezzo, Burbank’s newest Sister City.

2.Deepen relations with Incheon and Ota; work to re-establish relations with Gaborone and Solna.

3.Establish policy for adding new Sister Cities.
26 PAGE 4
Goal #1: Strengthen Sister City Relationships
In Progress

1.By 2026, develop messaging and greetings to Sister City partners as appropriate, such as for the New Year, changes in leadership, partnership anniversaries, or culturally significant occasions, to reengage with each Sister City.

2.By 2026, coordinate with Mayor and City Manager’s Office for upcoming invitations and acknowledgements.

3.By 2027, initiate quarterly check in with each Sister City on areas of collaboration.

Outcome
Burbank and its Sister Cities have a deeper understanding of each other and can align activities with local goals.
27 Gathered initial ideas from Economic Development during visioning process.

Developed relationships with local Consulates (Japan, Italy, and Korea).

PAGE 5
Goal #2: Trade, Tourism, and Economic
Development
Objectives
Notable Accomplishments: Year 1

1.Review economic development priorities and strengths for each Sister City and analyze opportunities for Burbank.

2.Explore opportunities for foreign direct investment (FDI) in Burbank, in coordination with the City Economic Development Strategic Plan.

3.Assess possibilities for targeted tourism campaigns to attract visitors from Sister Cities.
28 PAGE 6
Goal #2: Trade, Tourism, and Economic
Development
In Progress

1.By 2026, research and develop economic profiles of each of our current Sister Cities.

2.By Spring 2025, follow up meeting with Economic Development to better understand City strategy with foreign direct investments (FDI) and opportunities for partnership.

3.By 2027, explore tourism development with hubs such as Incheon (attract visitors to major tourism here WB Visitors Center, Universal Studios, health tourism – Cancer, ER).

4.Ongoing: Track neighboring cities’ strategy in attracting foreign business via Sister City strategy (this is one of their prime initiatives in forming new relationships with Sister Cities).

5.Ongoing: Consider local businesses that have representation and find ways to boost their business through coordination as part of Sister City (e.g. creative arts sector, martial arts, food/dining, wine); Sister City representative at downtown Cultural Market).

6.Ongoing: Consider sectors that may benefit from information exchanges (e.g. Woodbury University architecture program visits the Florence area (Arezzo), musical/choral programs (Arezzo), filming (Arezzo), renewable energy, sustainability (Botswana) post-production and animation (Korea and Florence), sustainability and livability (Sweden).

Outcome
Burbank’s local economy is strengthened through
mutually beneficial business and tourism activities
with Sister Cities.
29 Dedicated staff member supporting student exchange program yielded in positive results:

Interest in student exchange program has grown exponentially after coordinated marketing efforts and relationships with partners:

In past years, 5–8 students served as active delegates; in 2025, over 100 participants attended recruitment events, resulting in 29 applicants for 10 available positions.

Nine qualified chaperones interest to fill 2 delegate positions.

Burbank High School and John Burroughs High School each have a teacher advisor and student representatives leading their respective Sister City clubs.

Facilitated conversations with partner cultural organizations to co-design events with the Library, including a program with the Korean Cultural Center on Korean customs and etiquette (September 2025).

PAGE 7
Goal #3: Education and Learning
Objectives
Notable Accomplishments

1.Offer learning and educational opportunities for Burbank residents.

2.Continue support for youth development, through activities including student exchanges and youth leadership opportunities.

3.Explore professional or sector-specific learning and information sharing opportunities (medical, entertainment, government).
30 PAGE 8
Goal #3: Education and Learning
In Progress

1.By 2026, in coordination community partners, identify year-round program schedule for educational and cultural events representing each Sister City.

2.By 2026, explores relationships with Japan Foundation LA, Japanese American National Museum, Japanese Cultural Center, Korean Cultural Center, Fondazione Italia (language school in Burbank), Italian American Museum, IKEA Burbank, Consulate General for all represented countries, and, local faith-based groups on educational programming.

3.By 2027, assess the feasibility of expanding exchange programs beyond the current two Sister Cities.

Outcome
Burbank residents of all ages are more knowledgeable
about Sister Cities and have broader understanding of
relevant global information and trends.
31 PAGE 9
Gathered initial ideas from P&R and Cultural Arts Commission during visioning process.

Participated in Sister Cities International (SCI) arts and culture webinar to learn more about other global arts partnerships.

Actively solicited participants in SCI’s Youth Artists and Authors Showcase.

Goal #4: Arts and Culture
Objectives
Notable Accomplishments: Year 1

1.Identify arts and cultural activities in partnership with Sister Cities and/or highlighting the culture of Sister Cities.

2.Deepen knowledge of successful arts and culture activities and exchanges among other cities with established Sister City programs.

3.Coordinate with the Parks, Recreation, and Community Services Department (P&R) arts staff to develop offerings that align with local goals.
32 Outcome
Burbank’s arts and cultural assets are highlighted on a global scale while arts and cultural understanding
grows among residents.

PAGE 10
Goal #4: Arts and Culture
In Progress

1.By 2026, explores relationships with Japan Foundation LA, Japanese American National Museum, Japanese Cultural Center, Korean Cultural Center, Fondazione Italia (language school in Burbank), Italian American Museum of Los Angeles, IKEA Burbank, Consulate General for all represented countries, local faith-based groups on interest in arts and cultural programming.

2.By 2027, collaborate with community-based organizations (P&R, Arts Commission, nonprofits) that put on community events by offering opportunities to bring arts and cultural representation from our Sister Cities.
33 Training and onboarding from Senior Administrative Analyst to Administrative Analyst I.

Revised student exchange materials and handbooks to assist with new BSCC leadership.

Served as an advisory capacity with BSCC leadership.

Created an initial budget assessment for year-round programming needs.

PAGE 11
Goal #5: Administration and Operations
Objectives
Notable Accomplishments: Year 1

1.Document standards and best practices for current and new Sister City activities, including visits from dignitaries and requests for assistance from Sister Cities.

2.Based on pilot activities, analyze ongoing budgetary and resource requirements needed for Burbank’s Sister City program.

3.Work with the independent nonprofit organization, Burbank Sister City Committee (BSCC), to establish and document mutual roles and responsibilities.
34 Outcome
Burbank’s Sister City program is sustainable,
effective, and efficient.

PAGE 12
Goal #5: Administration and Operations
In Progress

1.By 2027, formalize relationship with Burbank Sister City Committee (non-profit, independent organization) is interested in bylaw change; coordinate that with an MOU – currently in research phase.

2.By 2027, bring a proposed recurring budget item.

3.Ongoing: Support BSCC in building by capacity and sustainability by increasing new membership.

4.Ongoing: Participate in learning and development trainings from Sister Cities International (SCI) and the SCI Southern California Chapter. 35 36
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FROM P. 1
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�itf cJ BuJba fL�
8Lralc of Cra Ii f orn i,a
�ESOLUTION NO. Z0,777

RESOLUTION OF THE COUNCIL OF THE CITY

OF BURBANK, EXTENDING AN INVITATION TO

OTA CITY, JAPAN, TO BECOME A SISTER CITY
AND INVITING THE PEOPLE OF OTA CI:rY,
JAPAN TO PARTICIPATE IN SAlD PROGRAM.

WHEREAS, the "Prople'·to•People Progralll" wes in11ugurate'd by the President of the United St,tes in 19S6 to establi$h gre•ter friendship' and understAnding bot1-1een the people:; of the United States and other nations through the medium o( direct personal contact: ,nd
WHEREAS, all succoedlng U.S. Presidents have endorsed
sajd program, to be conducted for �he bfoad purposes of the c�change of ideas and people betweon the citiiens of the United States of America and the peoples of other nstions; end
WHEREAS, to imple�ent this program, the City of Burbank .. nd other communiti.es in the'United St11tes have been rcquested by the Town Affill.ation Associeti.Oll of the U.S., Inc. to 11ffiliate with cities in other nations of slmllar characteris· tlcs and mutual interest; and
WHEREAS, the City of Burbank, through i.ts Council, ·does recogni�e and endorse this· program 1-1ith the hope th�t lt wi)l lead to • l&sting friendship between the people of Durhank and Ota City, Jepan;
NOW, THEREFORE, BE tT RESOLVED DY THE CITY COUNCIL OF THE CITY OF BURBANK, AS FOLLOWS:

Section 1: T�,t ,his Council on beh;if of the people 0£ the City of Borbank does hereby extend an invJt,tion to th� government and the people of Ota City, Japan to pRrtlcipatn with Burbank as Lts sister-city for the purpose of creating greater �utual understanding between the peoples of our two great citle� �nd n11tlons.

Section 2. The Mayor is hereby euthorizcd to ac� es
official represenht.i.ve· of .
t
_he Ci.ty of Burb;inlr: to c•rry out
this program.

Secti.on 3. That copies of this Resolution are to be
sent to the Mayor and Councl,l. of Ota City, J11p1n, the Town Affl.liation Association of the U.S., Inc., end the Embessy of J3pan.

PASSED �nd ADOPTEO this ,first
Attest:
,, ..
-. .
•·.;.

ATTACHMENT 3
37 1

STAFF REPORT
DATE: October 13, 2026
TO: Justin Hess, City Manager
FROM: Danny Alvarez, Fire Chief
BY: Channing Reyes, Administrative Analyst II
SUBJECT: Adoption of a Resolution Authorizing the Execution of a Grant Agreement with the U.S. Department of Homeland Security for Fiscal Year 2025 Assistance to Firefighters Grant Program Funds, Acceptance of a Grant Award of $468,181.81, and Amending the Fiscal Year 2026-27 Budget by Appropriating Funds

RECOMMENDATION
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK AUTHORIZING

THE CITY MANAGER, OR DESIGNEE, TO EXECUTE A GRANT AGREEMENT WITH THE U.S. DEPARTMENT OF HOMELAND SECURITY FOR FISCAL YEAR 2025

ASSISTANCE TO FIREFIGHTERS GRANT PROGRAM FUNDS, ACCEPT A GRANT AWARD IN THE AMOUNT OF $468,181.81, AND AMENDING THE FISCAL YEAR 2026- 27 BUDGET BY APPROPRIATING FUNDS.

BACKGROUND
The U.S. Department of Homeland Security provides financial assistance to local agencies through the Assistance to Firefighters Grant Program (Grant Program) aimed to protect the health and safety of the public and firefighting personnel against fire and fire-related hazards. The Grant Program provides funding to fire departments, nonaffiliated emergency medical service (EMS) organizations, and state fire training academies. This grant ensures first responders have the equipment and training needed to provide critical resources to the community. These initiatives prepare responders for incidents, improve operational efficiencies, and strengthen community resilience.

FIRE

DEPARTMENT
Consent Calendar
Item #4
38 2

DISCUSSION
Paramedics play a critical role in providing rapid, lifesaving emergency medical care, responding to a growing number of complex medical incidents in the community. The Burbank Fire Department (Department) maintains thirty-six Firefighter Paramedics to staff four 24/7 Rescue Ambulances (RA) across three shifts. This includes two Firefighter Paramedics on each RA and one Paramedic on the additional responding apparatus who can begin lifesaving response should the apparatus arrive at the incident prior to the RA.

Between 2021 and 2025, the Department averaged over 12,000 calls per year.

In order to ensure that Paramedics are fully prepared to respond to a wide range of medical emergencies, the Department continually invests in developing and maintaining their specialized skill set. Training programs ensure that Firefighters advance into the paramedic role with the necessary clinical knowledge and field experience and help sustain reliable service levels during periods of staffing transition. This ongoing commitment to training supports operational readiness, strengthens emergency medical response capacity, and ensures that the community continues to receive high-quality medical care and emergency response services.

Paramedic training costs approximately $8,750 per Firefighter due to the specialized training and certification required. The training consists of a seven-month training program that includes didactic learning, clinical rotations, and an internship portion.

During this time, backfill is required to maintain adequate staffing for approximately 1,300 total hours per Firefighter. With funding from the Grant Program, the Department will be able to send four Firefighters to Paramedic training and cover the associated overtime costs for backfill. This funding will assist the Department with proactively preparing for the expected vacancies at the end of FY 2026-27 while continuing to maintain adequate staffing levels and respond to calls for service.

The City was notified on September 21, 2026, that its request for Program grant funding was approved (Attachment 2). To accept the award, the City must execute a Grant Agreement and designate a 10% match, totaling $46,818.19.

In addition to the Grant Agreement, the City intends to submit a Supplemental Statement acknowledging acceptance of the Grant Agreement conditions except for those conditions that are expressly excluded from compliance, pursuant to the Notice of Funding Opportunity (Attachment 4).

ENVIRONMENTAL REVIEW
This Grant has no potential for resulting in either a direct physical change in the environment, or a reasonable foreseeable indirect physical change in the environment, and as such, is not a “project” subject to the requirement of the California Environmental Quality Act 9CEQA) 14 Cal. Code Regs § 15378.
39 3

FISCAL IMPACT
Staff is requesting City Council authority to accept the funds and amend the FY 2026-27 Adopted Budget by appropriating $468,181.81 from revenue account number 001.FD000.48010.0000.25410.00000 (General Fund, Fire Department General, Other Intergovernmental Revenue, FEMA AFG Grant 2025) to the following expenditure accounts:
• $35,000 to 001.FD03A.62755.0000.25410.00000 (General Fund, Fire Department - Emergency Medical Services, Training, FEMA AFG Grant 2025). • $288,000 to 001.FD02A.60007.0000.25410 (General Fund, Fire Department – Fire Suppression, Overtime, FEMA AFG Grant 2025).
• $192,000 to 001.FD03A.60007.0000.25410 (General Fund, Fire Department – Emergency Medical Services, Overtime, FEMA AFG Grant 2025).

Funds will initially be drawn from 001.ND000.30010.0000.00000 (General Fund, NonDepartmental Unassigned Fund Balance) until reimbursed.

CONCLUSION
Acceptance of the Grant Program funds will enable the Department to send four Firefighter personnel to Paramedic training while also maintaining operational readiness by ensuring adequate staffing to meet the emergency response needs of the community.

ATTACHMENTS
Attachment 1 – Resolution
Attachment 2 – Award Package
Attachment 3 – Notice of Funding Opportunity
Attachment 4 – Supplemental Statement
40 ATTACHMENT 1
1 RESOLUTION NO. ___________

A RESOLUTION OF THE COUNCIL OF THE CITY OF

BURBANK AUTHORIZING THE CITY MANAGER, OR

DESIGNEE, TO EXECUTE A GRANT AGREEMENT WITH
THE U.S. DEPARTMENT OF HOMELAND SECURITY FOR
FISCAL YEAR 2025 ASSISTANCE TO FIREFIGHTERS

GRANT PROGRAM FUNDS, ACCEPT A GRANT AWARD IN
THE AMOUNT OF $468,181.81, AND AMENDING THE
FISCAL YEAR 2026-27 BUDGET BY APPROPRIATING
FUNDS.

THE COUNCIL OF THE CITY OF BURBANK FINDS:

A. The U.S. Department of Homeland Security, through the Assistance to Firefighters Grant (“AFG”) Program provides monetary grants to fire departments, nonaffiliated emergency medical service (EMS) organizations, and state fire training academies to equip and train emergency personnel to meet recognized standards.

B. The AFG Program awarded the Burbank Fire Department a grant in the amount of $468,181.81 (“Grant”). Grant funds will be used to send four Firefighters to Paramedic training and cover the cost of backfill for these personnel.

C. In order to receive the Grant award, the City must execute a Grant Agreement and contribute a 10% match in the amount of $46,818.19.

D. The Grant is subject to Notice of Funding Opportunity DHS-25-GPD-044- 00-98, which states that the conditions set forth in the 2026 Department of Homeland Security Standard Terms and Conditions, specifically “Communication and Cooperation with the Department of Homeland Security and Immigration Officials” and paragraph (2)(a)(ii) of the term titled “Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act” do not apply to any federal award under this Funding Opportunity.

E. This Grant has no potential for resulting in either a direct physical change in the environment, or a reasonable foreseeable indirect physical change in the environment, and as such, is not a “project” subject to the requirement of the California Environmental Quality Act 9CEQA) 14 Cal. Code Regs § 15378.

THE COUNCIL OF THE CITY OF BURBANK RESOLVES:

1. The foregoing recitals are true and correct and are hereby incorporated as if restated therein.
41 2

2. City Council accepts the Grant funds in the amount of $468,181.81 from the U.S. Department of Homeland Security’s Federal Emergency Management Agency AFG program.

City Council hereby authorizes the City Manager, or designee, to execute the Grant Agreement and Supplemental Statement on behalf of the City and take all necessary action to effectuate the receipt and appropriation of the Grant funds, including the City’s 10% match, and to execute any future amendments to the Grant, upon approval by the City Attorney.

3. The City’s Fiscal Year 2026-27 Annual Budget is amended by appropriating $468,181.81 from revenue account number 001.FD000.48010.0000.25410.00000 (General Fund, Fire Department General, Other Intergovernmental Revenue, FEMA AFG Grant 2025) to the following expenditure accounts:
a. $35,000 to 001.FD03A.62755.0000.25410.00000 (General Fund, Fire Department - Emergency Medical Services, Training, FEMA AFG Grant 2025).
b. $288,000 to 001.FD02A.60007.0000.25410 (General Fund, Fire Department – Fire Suppression, Overtime, FEMA AFG Grant 2025). c. $192,000 to 001.FD03A.60007.0000.25410 (General Fund, Fire Department – Emergency Medical Services, Overtime, FEMA AFG Grant 2025).

4. Funds will be drawn from 001.ND000.30010.0000.00000 (General Fund, Non-Departmental Unassigned Fund Balance) until reimbursed. 42 3

5. The Financial Services Director, or designee, is authorized to make such other revisions, changes in summaries, fund totals, grand totals, and revisions to any other portion of the budget document as necessary to reflect and implement the appropriations specified in this resolution.

PASSED and ADOPTED this ____ day of October, 2026.
___________________________
Tamala Takahashi
Mayor
Approved as to Form:

Attest: Office of the City Attorney
____________________________ By: ________________________ Kimberley Clark, City Clerk Ray Johal
Senior Assistant City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF BURBANK )
I, Kimberley Clark, City Clerk of the City of Burbank, do hereby certify that the foregoing Resolution was duly and regularly passed and adopted by a vote of the Council of the City of Burbank at its regular meeting held on the ___ day of October, 2026, by the following vote:

AYES:

NOES:

ABSENT:
____________________________
Kimberley Clark, City Clerk
43 Award Letter
U.S. Department of Homeland Security
Washington, D.C. 20472
Effective date: 09/21/2026
Christine Alles

CITY OF BUBANK
275 EAST OLIVE AVE
BURBANK, CA 91502
EMW-2025-FG-02356
Dear Christine Alles,
Congratulations on behalf of the Department of Homeland Security. Your application submitted for the Fiscal Year (FY) 2025 Assistance to Firefighters Grant (FG) Grant funding opportunity has been approved in the amount of $468,181.81 in Federal funding. As a condition of this award, you are required to contribute non-Federal funds equal to or greater than $46,818.19 for a total approved budget of $515,000.00. Please see the FY 2025 FG Notice of Funding Opportunity for information on how to meet this cost share requirement.

Before you request and receive any of the Federal funds awarded to you, you must establish acceptance of the award through the FEMA Grants Outcomes (FEMA GO) system. By accepting this award, you acknowledge that the terms of the following documents are incorporated into the terms of your award:

Summary Award Memo - included in this document
Agreement Articles - included in this document
Obligating Document - included in this document
2025 FG Notice of Funding Opportunity (NOFO) - incorporated by reference Please make sure you read, understand, and maintain a copy of these documents in your official file for this award.

Sincerely,
Cynthia Spishak
ATTACHMENT 2
44 Acting Associate Administrator
Resilience
45 Summary Award Memo
Program: Fiscal Year 2025 Assistance to Firefighters Grant Recipient: CITY OF BUBANK
UEI-EFT: N9Q5C7NS3JS5
Award number: EMW-2025-FG-02356
Summary description of award
The purpose of the Assistance to Firefighters Grant program is to protect the health and safety of the public and firefighting personnel against fire and fire-related hazards. After careful consideration, FEMA has determined that the recipient's project or projects submitted as part of the recipient's application and detailed in the project narrative as well as the request details section of the application - including budget information - was consistent with the Assistance to Firefighters Grant Program's purpose and was worthy of award.

Except as otherwise approved as noted in this award, the information you provided in your application for Fiscal Year (FY) 2025 Assistance to Firefighters Grant funding is incorporated into the terms and conditions of this award. This includes any documents submitted as part of the application.

Amount awarded table
The amount of the award is detailed in the attached Obligating Document for Award.

The following are the budgeted estimates for object classes for this award (including Federal share plus your cost share, if applicable):
46 Approved scope of work
After review of your application, FEMA has approved the below scope of work. Justifications are provided for any differences between the scope of work in the original application and the approved scope of work under this award. You must submit scope or budget revision requests for FEMA's prior approval, via an amendment request, as appropriate per 2 C.F.R. § 200.308 and the FY2025 FG NOFO.

Approved request details:

Object Class Total
Personnel $0.00
Fringe benefits $0.00
Travel $0.00
Equipment $0.00
Supplies $0.00
Contractual $0.00
Construction $0.00
Other $515,000.00
Indirect charges $0.00
Federal $468,181.81
Non-federal $46,818.19
Total $515,000.00
47 Training
Equipment
Paramedic

DESCRIPTION
Paramedic training $8,750 per firefighter. Backfill costs are approximately $92.30 per hour for 1,300 hours for $120,000 per firefighter. Total is $128,750 per firefighter for 4 firefighters = $515,000

QUANTITY UNIT PRICE TOTAL
4 $128,750.00 $515,000.00

BUDGET CLASS
Other
48 Airway Equipment (Non-Disposable)

DESCRIPTION
Laryngoscopes with warranties

QUANTITY UNIT PRICE TOTAL BUDGET
CLASS
Cost 1 0 $0.00 $0.00 Supplies

CHANGE FROM APPLICATION
Quantity from 13 to 0
Unit price from $4,500.00 to $0.00

JUSTIFICATION
This reduction is due to the score your project received relative to other projects.

Automatic Chest Compression Device (CPR)

DESCRIPTION
LUCAS type devices with warranties.

QUANTITY UNIT PRICE TOTAL BUDGET
CLASS
Cost 1 0 $0.00 $0.00 Equipment

CHANGE FROM APPLICATION
Quantity from 7 to 0
Unit price from $30,000.00 to $0.00

JUSTIFICATION
This reduction is due to the score your project received relative to other projects. 49 Grant writer fee
Grant writer fee
Ineligible

DESCRIPTION
Grant writing fee exceeds $1,500 allowable request. Requesting $1,500. Contract with grant writing firm can be provided upon request.

QUANTITY UNIT PRICE TOTAL
1 $1,500.00 $1,500.00

BUDGET CLASS
Contractual

CHANGE FROM APPLICATION
Item marked ineligible

JUSTIFICATION
The award reflects a reduction of the grant writers fee amount requested in the application.

This reduction is because the fee was not paid as outlined in the FY25 AFG NOFO, and as a result the grant writer fee has been deemed ineligible and the grant reduced accordingly. 50 Agreement Articles
Program: Fiscal Year 2025 Assistance to Firefighters Grant Recipient: CITY OF BUBANK
UEI-EFT: N9Q5C7NS3JS5
Award number: EMW-2025-FG-02356
Table of contents
51 Article
1 Assurances, Administrative Requirements, Cost Principles, Representations and Certifications
Article
2 General Acknowledgements and Assurances
Article
3 Age Discrimination Act of 1975
Article
4 American Security Drone Act of 2023
Article
5 Americans with Disabilities Act of 1990
Article
6 Civil Rights Act of 1964 – Title VI
Article
7 Civil Rights Act of 1968 – Title VIII
Article
8 Communication and Cooperation with the Department of Homeland Security and Immigration Officials
Article
9 CHIPS and Science Act of 2022
Article
10 Copyright
Article
11 Debarment and Suspension
Article
12 Drug Free Workplace Act of 1988
Article
13 Duplicative Costs
Article
14 Education Amendments of 1972 (Equal Opportunity in Education Act) – Title IX Article
15 Energy Policy and Conservation Act of 1975
Article
16 Equal Treatment of Faith-Based Organizations
Article
17 False Claims Act and Program Fraud Civil Remedies
Article
18 Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act
Article
19 Federal Debt Status
Article
20 Fly America Act
Article
21 Hotel and Motel Fire Safety Act of 1990
Article
22 John S. McCain National Defense Authorization Act of Fiscal Year 2019 Article
23 Lobbying Prohibitions
Article
24 National Environmental Policy Act
Article
25 National Security Presidential Memorandum-33 (NSPM-33) and Provisions of the Science and CHIPS Act of 2022
52 Article
26 Patents and Intellectual Property Rights
Article
27 Procurement of Recovered Materials
Article
28 Rehabilitation Act of 1973
Article
29 Reporting Recipient Integrity and Performance Matters Article
30 Reporting Subawards and Executive Compensation
Article
31 Required Use of American Iron, Steel, Manufactured Products, and Construction Materials
Article
32 Subrecipient Monitoring and Management
Article
33 System for Award Management and Unique Entity Identifier Requirements Article
34 Termination of a Federal Award
Article
35 Trafficking Victims Protection Act of 2000
Article
36 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act of 2001) Article
37 Whistleblower Protection Act
Article
38 All Executive Orders Related to Grants
Article
39 Executive Order 14332, Improving Oversight of Federal Grantmaking Article
40 Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving
Article
41 Executive Order 13224, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism Article
42 Acknowledgement of Federal Funding from DHS
Article
43 Activities Conducted Abroad
Article
44 Collection and Use of Personally Identifiable Information Article
45 Non-Supplanting Requirements
Article
46 Notice of Funding Opportunity (NOFO) Requirements
Article
47 SAFECOM
Article
48 Use of DHS Seal, Logo, and Flags
Article
49 Environmental Planning and Historic Preservation (EHP) Review Article
50 Applicability of DHS Standard Terms and Conditions to Tribal Nations 53 Article
51 Acceptance of Post Award Changes
Article
52 Disposition of Equipment Acquired Under the Federal Award Article
53 Prior Approval for Modification of Approved Budget
Article
54 Build America, Buy America Act (BABAA) Required Contract Provision & SelfCertification Article
55 Incorporation of Information Bulletin No. 582
Article
56 Award Performance Goals
Article
57 Indirect Cost Rate
54 Article 1 Assurances, Administrative Requirements, Cost Principles, Representations and Certifications
Recipients must complete either the Office of Management and Budget (OMB) Standard Form 424B Assurances – Non- Construction Programs, or OMB Standard Form 424D Assurances – Construction Programs, as applicable.

Certain assurances in these documents may not be applicable to your program and the DHS financial assistance office (DHS FAO) may require applicants to certify additional assurances. Applicants are required to fill out the assurances, as instructed.

Article 2 General Acknowledgements and Assurances
a. Recipients are required to follow the applicable provisions of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in effect as of the federal award date and located in Title 2, Code of Federal Regulations, Part 200 and adopted by DHS at 2 C.F.R. § 3002.10. b. All recipients and subrecipients must acknowledge and agree to provide DHS access to records, accounts, documents, information, facilities, and staff pursuant to 2 C.F.R. § 200.337. 1) Recipients must cooperate with any DHS compliance reviews or compliance investigations. 2) Recipients must give DHS access to examine and copy records, accounts, and other documents and sources of information related to the federal award and permit access to facilities and personnel. 3) Recipients must submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports. 4) Recipients must comply with all other special reporting, data collection, and evaluation requirements required by law, federal regulation, Notice of Funding Opportunity, federal award specific terms and conditions, and/or DHS Component program guidance. Organization costs related to data and evaluation are allowable. The definition of data and evaluation costs is in 2 C.F.R. § 200.455(c), the full text of which is incorporated by reference.

Article 3 Age Discrimination Act of 1975
Recipients must comply with the Age Discrimination Act of 1975, Public Law 94-135 (codified as amended at Title 42, U.S. Code § 6101 et seq.), which prohibits recipients from discriminating on the basis of age in any program or activity receiving federal financial assistance.

Article 4 American Security Drone Act of 2023
Recipients must comply with the American Security Drone Act of 2023, of the National Defense Authorization Act for Fiscal Year 2024, Pub. L. 118-31 (41 U.S.C. § 3901 note prec.), which prohibits the procurement and operation of covered unmanned aircraft systems manufactured or assembled by covered foreign entities.
55 Article 5 Americans with Disabilities Act of 1990
Recipients must comply with the requirements of Titles I, II, and III of the Americans with Disabilities Act, Pub. L. 101-336 (1990) (codified as amended at 42 U.S.C. §§ 12101– 12213), which prohibits recipients from discriminating on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities.

Article 6 Civil Rights Act of 1964 – Title VI
Recipients must comply with the Civil Rights Act of 1964, which provides that no person in the United States will, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. DHS implementing regulations are in 6 C.F.R. Part 21.

The Federal Emergency Management Agency’s (FEMA) implementing regulations are in 44 C.F.R. Part 7.

Article 7 Civil Rights Act of 1968 – Title VIII
Recipients must comply with Title VIII of the Civil Rights Act of 1968, Pub. L. 90-284 (codified as amended at 42 U.S.C. § 3601 et seq.) which prohibits recipients from discriminating in the sale, rental, financing, and advertising of dwellings, or in the provision of services in connection. therewith, on the basis of race, color, national origin, religion, disability, familial status, and sex, as implemented by the U.S. Department of Housing and Urban Development at 24 C.F.R. Part 100. The prohibition on disability discrimination includes the requirement that new multifamily housing with four or more dwelling units— i.e., the public and common use areas and individual apartment units (all units in buildings with elevators and ground-floor units in buildings without elevators) —be designed and constructed with certain accessible features. See 24 C.F.R.

Part 100, Subpart D.
56 Article 8 Communication and Cooperation with the Department of Homeland Security and Immigration Officials
(1) The Department of Homeland Security will analyze whether the conditions in this section will be applied to any grant program in a way that is consistent with the specific statutes that apply to each grant program because the purpose of each grant program has a nexus to immigration activities, law enforcement, or national security, including preventing and responding to acts of terrorism and extremism, and DHS may tailor the conditions in this section to a specific grant program. DHS will clarify in the grant documents whether and how the terms in this section apply to each grant. (2) Where applicable, recipients and subrecipients of funds under an award must agree that they will comply with the following requirements related to coordination and cooperation with DHS and immigration officials: (a) They must comply with the requirements of 8 U.S.C. §§ 1373 and 1644. These statutes prohibit restrictions on information sharing by state and local government entities with DHS regarding the citizenship or immigration status, lawful or unlawful, of any individual. Additionally, 8 U.S.C. §§ 1373 prohibits any person or agency from prohibiting, or in any way restricting, a Federal, State, or local government entity from doing any of the following with respect to information regarding the immigration status of any individual: 1) sending such information to, or requesting or receiving such information from, Federal immigration officials; 2) maintaining such information; or 3) exchanging such information with any other Federal, State, or local government entity; (b) They must comply with other relevant laws related to immigration, including prohibitions on encouraging or inducing an alien to come to, enter, or reside in the United States in violation of law, 8 U.S.C. § 1324(a)(1)(A)(iv), prohibitions on transporting or moving illegal aliens, 8 U.S.C. § 1324(a)(1)(A)(ii), prohibitions on harboring, concealing, or shielding from detection illegal aliens, 8 U.S.C. § 1324(a)(1)(A)(iii), and any applicable conspiracy, aiding or abetting, or attempt liability regarding these statutes; (c) They will honor requests for cooperation with immigration detainers, including requests for information regarding criminal history, expected release date, actual release date, detention location, nationality, residence, and employment; and requests for short-term detention of not more than 48 hours of an alien pursuant to a valid detainer to allow DHS to assume custody. A jurisdiction does not fail to comply with this requirement merely because it lacks the necessary resources to assist in a particular instance.

They will not prohibit voluntary cooperation with DHS under 8 U.S.C. § 1357(g). (d) That they will provide access to detainees, such as when an immigration officer seeks to interview a person who might be a removable alien; and (e) That they will not leak or otherwise publicize the existence of an immigration enforcement operation. (3) By accepting the grant award, recipients are certifying that: They do not, and will not during the term of this award, operate any program that benefits illegal immigrants or incentivizes illegal immigration by establishing or maintaining programs providing direct financial support or public benefits to illegal immigrants. (a) Illegal immigrant means any alien, as defined in 8 U.S.C. § 1101(a)(3), who has no lawful immigration status in the United States. (4) The recipient must certify under penalty of perjury pursuant to 28 U.S.C. § 1746 and using a form that is acceptable to DHS, that it will comply with the requirements of this term.

Additionally, the recipient agrees that it will require any subrecipients or 57 contractors to certify in the same manner that they will comply with this term prior to providing them with any funding under this award. (5) The recipient agrees that compliance with this term is material to the Government’s decision to make or continue with this award and that the Department of homeland Security may terminate this grant, or take any other allowable enforcement action, if the recipient fails to comply with this term.

Article 9 CHIPS and Science Act of 2022
(1) Recipients of DHS research and development (R&D) awards must report to the DHS Component research program office any finding or determination of sex based and sexual harassment and/or an administrative or disciplinary action taken against principal investigators (PI) or co-investigators (Co-PI) to be completed by an authorized organizational representative (AOR) at the recipient institution. (2) Notification. An AOR must disclose the following information to agencies within 10 days of the date that the finding is made, or 10 days from when a recipient imposes an administrative action on the reported individual, whichever is sooner. Reports should include: (a) Award number, (b) Name of PI or Co-PI being reported, (c) Awardee name, (d) Awardee address, (e) AOR name, title, phone, and email address, (f) Indication of the report type: (i) Finding or determination has been made that the reported individual violated awardee policies or codes of conduct, statutes, or regulations related to sexual harassment, sexual assault, or other forms of harassment, including the date that the finding was made. (ii) Imposition of an administrative or disciplinary action by the recipient on the reporting individual related to a finding/determination or an investigation of an alleged violation of recipient policy or codes of conduct, statutes, or regulations, or other forms of harassment. (iii) The date and nature of the administrative/disciplinary action, including a basic explanation or description of the event, which should not disclose personally identifiable information regarding any complaints or individuals involved. Any description provided must be consistent with the Family Educational Rights in Privacy Act. (3) Definitions. (a) An “authorized organizational representative (AOR)” is an administrative official who, on behalf of the proposing institution, is empowered to make certifications and representations and can commit the institution to the conduct of a project that an agency is being asked to support as well as adhere to various agency policies and award requirements. (b) “Principal investigators and co-principal investigators” are award personnel supported by a grant, cooperative agreement, or contract under Federal law. (c) A “reported individual” refers to recipient personnel who have been reported to a federal agency for potential sexual harassment violations. (d) “Sex based harassment” means a form of sex discrimination and includes harassment based on sex, sex stereotypes, sex characteristics, pregnancy or related conditions, sexual orientation, and gender identity. (e) “Sexual harassment” means unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature when this conduct explicitly or implicitly affects an individual’s employment, unreasonably interferes with an individual’s work performance, or creates an intimidating, hostile, or offensive work environment, whether such activity is carried out by a supervisor or by a co-worker, volunteer, or contractor.
58 Article 10 Copyright
Recipients must affix the applicable copyright notices of 17 U.S.C. §§ 401 or 402 to any work first produced under federal awards and also include an acknowledgement that the work was produced under a federal award (including the federal award number and federal awarding agency). As detailed in 2 C.F.R. § 200.315, a federal awarding agency reserves a royalty-free, nonexclusive, and irrevocable right to reproduce, publish, or otherwise use the work for federal purposes and to authorize others to do so.

Article 11 Debarment and Suspension
Recipients must comply with the non-procurement debarment and suspension regulations implementing Executive Orders 12549 and 12689 set forth at 2 C.F.R. Part 180 as implemented by DHS at 2 C.F.R. Part 3000. These regulations prohibit recipients from entering into covered transactions (such as subawards and contracts) with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities.

Article 12 Drug Free Workplace Act of 1988
Recipients must comply with the Drug-Free Workplace Act of 1988 and drugfree workplace requirements in Subpart B (or Subpart C, if the recipient is an individual) of 2 C.F.R. Part 3001, which adopts the government-wide implementation of the Drug-Free Workplace Act of 1988.

Article 13 Duplicative Costs
Recipients are prohibited from charging any cost to this federal award that will be included as a cost or used to meet cost sharing requirements of any other federal award in either the current or a prior budget period. However, recipients may shift costs that are allowable under two or more federal awards where otherwise permitted by federal statutes, regulations, or the federal award terms and conditions.

Article 14 Education Amendments of 1972 (Equal Opportunity in Education Act) – Title IX
Recipients must comply with the requirements of Title IX of the Education Amendments of 1972, Pub. L. 92-318 (codified as amended at 20 U.S.C. § 1681 et seq.), which provide that no person in the United States will, on the basis of sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any educational program or activity receiving federal financial assistance. DHS implementing regulations are codified at 6 C.F.R. Part 17. FEMA’s implementing regulations are in 44 C.F.R. Part 19. 59 Article 15 Energy Policy and Conservation Act of 1975 Recipients must comply with the requirements of the Energy Policy and Conservation Act, Pub. L. No. 94-163 (1975) (codified as amended at 42 U.S.C. § 6201 et seq.), which policies relating to energy efficiency that are defined in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act of 1975.

Article 16 Equal Treatment of Faith-Based Organizations Recipients must comply with the equal treatment policies and requirements contained in 6 C.F.R. Part 19 and other applicable statutes, regulations, and guidance governing the participations of faith-based organizations in individual DHS programs. It is DHS policy to ensure the equal treatment of faith-based organizations in social service programs administered or supported by DHS or its component agencies, enabling those organizations to participate in providing important social services to beneficiaries.

Article 17 False Claims Act and Program Fraud Civil Remedies Recipients must comply with the requirements of the False Claims Act, 31 U.S.C. §§ 3729- 3733, which prohibits the submission of false or fraudulent claims for payment to the Federal Government and details the administrative remedies for false claims and statements made.

Article 18 Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act
Recipients must agree that its compliance in all respects with all applicable Federal anti-discrimination laws is material to the government’s payment decisions for purposes of 31 U.S.C. § 3729(b)(4) (Definition of “material”). (1) Definitions. As used in this term – (a) DEI means “diversity, equity, and inclusion.” (b) DEIA means “diversity, equity, inclusion, and accessibility.” (c) Discriminatory equity ideology has the meaning set forth in Section 2(b) of Executive Order 14190. (d) Federal anti-discrimination laws mean Federal civil rights law that protect individual Americans from discrimination on the basis of race, color, sex, religion, and national origin. (2) Grant award certification. (a) By accepting the grant award, recipients are certifying that: (i) They do not, and will not during the term of this financial assistance award, operate any programs that advance or promote DEI, DEIA, or discriminatory equity ideology in violation of Federal anti-discrimination laws; and (3) DHS reserves the right to suspend payments in whole or in part and/or terminate financial assistance awards if the Secretary of Homeland Security or the Secretary’s designee determines that the recipient has violated any provision of subsection (2). (4) Upon suspension or termination under subsection (3), all funds received by the recipient shall be deemed to be in excess of the amount that the recipient is determined to be entitled to under the Federal award for purposes of 2 C.F.R. § 200.346. As such, all amounts received will constitute a debt to the Federal Government that may be pursued to the maximum extent permitted by law.
60 Article 19 Federal Debt Status
All recipients are required to be non-delinquent in their repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments.

Article 20 Fly America Act
Recipients must comply with Preference for U.S. Flag Air Carriers (Certificated Air Carriers List | US Department of Transportation) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974, 49 U.S.C. § 40118, and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B-138942.

Article 21 Hotel and Motel Fire Safety Act of 1990
Recipients must ensure that all conference, meeting, convention, or training space funded entirely or in part by federal award funds complies with the fire prevention and control guidelines of Section 6 of the Hotel and Motel Fire Safety Act of 1990.

Article 22 John S. McCain National Defense Authorization Act of Fiscal Year 2019 Recipients, subrecipients, and their contractors and subcontractors are prohibited from obligating or expending federal award funds on certain telecommunications and video surveillance products and contracting with certain entities for national security reasons described in section 889 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, 2 C.F.R. §§ 200.216, 200.327, 200.471, and Appendix II to 2 C.F.R. Part 200.

Article 23 Lobbying Prohibitions
None of the funds provided under a federal award may be expended by the recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action related to a federal award or contract, including any extension, continuation, renewal, amendment, or modification. Recipients must file a lobbying certification form found on Grants.gov Lobbying Form as described in Appendix A to 6 C.F.R. Part 9, and file a lobbying disclosure form as described in Appendix B to 6 C.F.R. Part 9 found on Grants.gov as the Disclosure of Lobbying Activities (SF-LLL).

Article 24 National Environmental Policy Act
Recipients must comply with the requirements of the National Environmental Policy Act of 1969, (NEPA).
61 Article 25 National Security Presidential Memorandum-33 (NSPM-33) and Provisions of the Science and CHIPS Act of 2022
(1) Recipient research institutions (“covered institutions”) must comply with the requirements in NSPM-33 and provisions of Pub. L.117-167, Section 10254 (codified at 42 U.S.C. § 18951) certifying that the institution has established and operates a research security program that includes elements relating to:
(a) cybersecurity; (b) foreign travel security; (c) research security training; and (d) export control training, as appropriate. (2) Definition. “Covered institutions” means recipient research institutions receiving federal Research and Development (R&D) science and engineering support “in excess of $50 million per year.”
Article 26 Patents and Intellectual Property Rights
Recipients are subject to the Bayh-Dole Act, 35 U.S.C. § 200 et seq. and applicable regulations governing inventions and patents, including the regulations issued by the Department of Commerce at 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms under Government Awards, Contracts, and Cooperative Agreements) and the standard patent rights clause set forth at 37 C.F.R. § 401.14.

Article 27 Procurement of Recovered Materials
States, political subdivisions of states, and their contractors must comply with Section 6002 of the Solid Waste Disposal Act, Pub. L. 89-272 (1965) (codified as amended by the Resource Conservation and Recovery Act at 42 U.S.C. § 6962) and 2 C.F.R. § 200.323. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition.

Article 28 Rehabilitation Act of 1973
Recipients must comply with the requirements of Section 504 of the Rehabilitation Act of 1973, Pub. L. 93-112 (codified as amended at 29 U.S.C. § 794), which provides that no otherwise qualified handicapped individuals in the United States will, solely by reason of the handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.

Article 29 Reporting Recipient Integrity and Performance Matters If the total value of any currently active grants, cooperative agreements, and procurement contracts from all federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of the federal award, then the recipient must comply with the requirements set forth in the government-wide federal award term and condition for Recipient Integrity and Performance Matters in 2 C.F.R. Part 200, Appendix XII, the full text of which is incorporated by reference.
62 Article 30 Reporting Subawards and Executive Compensation For federal awards that total or exceed $30,000, recipients are required to comply with the government-wide federal award term and condition on Reporting Subawards and Executive Compensation set forth at 2 C.F.R. Part 170, Appendix A, the full text of which is incorporated by reference. 63 Article 31 Required Use of American Iron, Steel, Manufactured Products, and Construction Materials
(1) Recipients of a federal award from a financial assistance program that provides funding for infrastructure are hereby notified that none of the funds provided under this federal award may be used for a project for infrastructure unless: (a) all iron and steel used in the project are produced in the United States—this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; (b) all manufactured products used in the project are produced in the United States— this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and (c) all construction materials are manufactured in the United States—this means that all manufacturing processes for the construction material occurred in the United States. (2) The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project. (3) Waivers. When necessary, recipients may apply for, and the agency may grant, a waiver from these requirements. The agency should notify the recipient for information on the process for requesting a waiver from these requirements. a. When the Federal agency has determined that one of the following exceptions applies, the federal awarding official may waive the application of the domestic content procurement preference in any case in which the agency determines that: i. applying the domestic content procurement preference would be inconsistent with the public interest; ii. the types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality; or iii. the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25%. b. A request to waive the application of the domestic content procurement preference must be in writing.

The agency will provide instructions on the format, contents, and supporting materials required for any waiver request. Waiver requests are subject to public comment periods of no less than 15 days and must be reviewed by the Made in America Office. c. There may be instances where a federal award qualifies, in whole or in part, for an existing waiver described at "Buy America" Preference in FEMA Financial Assistance Programs for Infrastructure | FEMA.gov. (4) Definitions. The definitions applicable to this term are set forth at 2 C.F.R. § 184.3, the full text of which is incorporated by reference. 64 Article 32 Subrecipient Monitoring and Management
Pass-through entities must comply with the requirements for subrecipient monitoring and management.

Article 33 System for Award Management and Unique Entity Identifier Requirements
Recipients are required to comply with the requirements set forth in the governmentwide federal award term and condition regarding the System for Award Management and Unique Entity Identifier Requirements in 2 C.F.R. Part 25, Appendix A, the full text of which is incorporated reference.

Article 34 Termination of a Federal Award
(1) By DHS. DHS may terminate a federal award, in whole or in part, for the following reasons: (a) If the recipient fails to comply with the terms and conditions of the federal award; (b) With the consent of the recipient, in which case the parties must agree upon the termination conditions, including the effective date, and in the case of partial termination, the portion to be terminated; (c) Pursuant to the terms and conditions of the federal award; or (d) For convenience, pursuant to Executive Order 14332, Improving Oversight of Federal Grantmaking, including when the award no longer advances agency priorities or the national interest, but subject to appropriate exceptions, including agreements entered into in furtherance of international trade agreements or those awarded by the Department of Commerce under title XCIX of the William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021 (Public Law 116-283), the CHIPS and Science Act of 2022 (Public Law 117-167), or Division F of the Infrastructure Investment and Jobs Act (Public Law 117-58). (2) By the Recipient. The recipient may terminate the federal award, in whole or in part, by sending written notification to DHS stating the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. However, if DHS determines that the remaining portion of the federal award will not accomplish the purposes for which the federal award was made, DHS may terminate the federal award in its entirety. (3) Notice. Either party will provide written notice of intent to terminate for any reason to the other party no less than 30 calendar days prior to the effective date of the termination. (4) Compliance with Closeout Requirements for Terminated Awards. The recipient must continue to comply with closeout requirements in 2 C.F.R. §§ 200.344-200.345 after an award is terminated.

Article 35 Trafficking Victims Protection Act of 2000
Recipients must comply with the requirements of the government-wide federal award term and condition which implements Trafficking Victims Protection Act of 2000, Pub. L. 106-386, § 106 (codified as amended at 22 U.S.C. § 7104).

The federal award term and condition is in 2 C.F.R. § 175.105, the full text of which is incorporated by reference.
65 Article 36 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act of 2001)
Recipients must comply with the requirements of Pub. L. 107-56, Section 817 of the USA PATRIOT Act, which amends 18 U.S.C. §§ 175–175c.

Article 37 Whistleblower Protection Act
Recipients must comply with the statutory requirements for whistleblower protections in 10 U.S.C § 4701 and 41 U.S.C. § 4712.

Article 38 All Executive Orders Related to Grants
Presidential Executive Orders. Recipients must comply with the requirements and actions of Presidential executive orders related to grants (also known as federal assistance and financial assistance), including those published after the date of this publication, the full text of which are incorporated by reference.

Article 39 Executive Order 14332, Improving Oversight of Federal Grantmaking Draw Down of Funds. Recipients are prohibited from directly drawing down general grant funds for specific projects without the affirmative authorization of DHS. Recipients must provide written payment justification, with specificity, for requests for each drawdown.

Article 40 Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving
Federal Leadership on Reducing Text Messaging While Driving. Recipients are encouraged to adopt and enforce policies that ban text messaging while driving recipient-owned, recipient-rented, or privately owned vehicles when on official government business or when performing any work for or on behalf of the Federal Government. Recipients are also encouraged to conduct the initiatives of the type described in Section 3(a) of Executive Order 13513.

Article 41 Executive Order 13224, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
Terrorist Financing. Recipients must comply with Executive Order 13224 and applicable statutory prohibitions on transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. Recipients are legally responsible for ensuring compliance with the Executive Order and laws.

Article 42 Acknowledgement of Federal Funding from DHS
Recipients must acknowledge their use of federal award funding when issuing statements, press releases, requests for proposal, bid invitations, and other documents describing projects or programs funded in whole or in part with federal award funds.
66 Article 43 Activities Conducted Abroad
Recipients must coordinate with appropriate government authorities when performing project activities outside the United States obtain all appropriate licenses, permits, or approvals.

Article 44 Collection and Use of Personally Identifiable Information (1) Recipients who collect personally identifiable information (PII) as part of carrying out the scope of work under a federal award are required to have a publicly available privacy policy that describes standards on the usage and maintenance of the PII they collect. (2) Definition. DHS defines “PII” as any information that permits the identity of an individual to be directly or indirectly inferred, including any information that is linked or linkable to that individual.

Recipients may also find the DHS Privacy Impact Assessments: Privacy Guidance and Privacy Template as useful resources respectively.

Article 45 Non-Supplanting Requirements
Recipients of federal awards under programs that prohibit supplanting by law must ensure that federal funds supplement but do not supplant non-federal funds that, in the absence of such federal funds, would otherwise have been made available for the same purpose.

Article 46 Notice of Funding Opportunity (NOFO) Requirements All the instructions, guidance, limitations, scope of work, and other conditions set forth in the NOFO for this federal award are incorporated by reference. All recipients must comply with any such requirements set forth in the NOFO. If a condition of the NOFO is inconsistent with these terms and conditions and any such terms of the federal award, the condition in the NOFO shall be invalid to the extent of the inconsistency. The remainder of that condition and all other conditions set forth in the NOFO shall remain in effect.

Article 47 SAFECOM
Recipients receiving federal awards made under DHS programs that provide emergency communication equipment and its related activities must comply with the SAFECOM Guidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperable communications. The SAFECOM Guidance is updated annually and can be found at Funding and Sustainment | CISA.

Article 48 Use of DHS Seal, Logo, and Flags
Recipients must obtain written permission from DHS prior to using the DHS seals, logos, crests, or reproductions of flags, or likenesses of DHS agency officials. This includes use of DHS component (e.g., FEMA, CISA, etc.) seals, logos, crests, or reproductions of flags, or likenesses of component officials. 67 Article 49 Environmental Planning and Historic Preservation (EHP) Review FEMA funded activities that could impact the environment and historic properties are subject to the FEMA EHP review process. This review does not address all federal, state, and local requirements. Acceptance of federal funding requires the recipient to comply with all federal, state, and local laws.

FEMA is required to consider the potential impacts to natural and cultural resources of all projects funded by FEMA grant funds, through its EHP review process, as mandated by: the National Environmental Policy Act; Endangered Species Act; National Historic Preservation Act of 1966, as amended; Clean Water Act; Clean Air Act; National Flood Insurance Program regulations; and any other applicable laws, regulations and executive orders (EO). General guidance for FEMA’s EHP process is available on FEMA.gov. Specific applicant guidance on how to submit information for EHP review depends on the individual grant program. Applicants should contact their grant program officer to be put in contact with EHP staff responsible for assisting with their specific grant program. The FEMA EHP review process must be completed before funds are released to carry out the proposed project. Otherwise, FEMA may not be able to fund the project due to noncompliance with EHP laws, executive orders, regulations, and policies. FEMA may also need to perform a project closeout review to ensure the applicant complied with all required EHP conditions identified in the initial review. If ground is disturbed during construction, the applicant will monitor the ground disturbance, and if any potential archaeological resources are discovered, the applicant will immediately cease work in that area and notify the pass-through entity, if applicable, and FEMA. EO 11988, Floodplain Management, and EO 11990, Protection of Wetlands, require that all federal actions in or affecting the floodplain or wetlands be reviewed for opportunities to relocate, and be evaluated for social, economic, historical, environmental, legal, and safety considerations. FEMA’s regulations at 44 C.F.R. Part 9 implement the EOs and require an eight-step review process if a proposed action is in a floodplain or wetland or has the potential to affect or be affected by a floodplain or wetland.

Article 50 Applicability of DHS Standard Terms and Conditions to Tribal Nations The DHS Standard Terms and Conditions are a restatement of general requirements imposed upon recipients and flow down to sub-recipients as a matter of law, regulation, or executive order. If the requirement does not apply to Tribal Nations, or there is a federal law or regulation exempting its application to Tribal Nations, then the acceptance by Tribal Nations, or acquiescence to DHS Standard Terms and Conditions does not change or alter its inapplicability to a Tribal Nation. The execution of grant documents is not intended to change, alter, amend, or impose additional liability or responsibility upon the Tribal Nations where it does not already exist. 68 Article 51 Acceptance of Post Award Changes
Should FEMA determine that an error has been made in the award package, or if an administrative change must be made to the award package, recipients will be notified of the change in writing. Once the notification has been made, any subsequent requests for funds will indicate recipient acceptance of the changes to the award. Please email FEMA Grant Management Operations at [email protected] for any questions.

Article 52 Disposition of Equipment Acquired Under the Federal Award When original or replacement equipment acquired under this award is no longer needed for the original project or program or for other activities currently or previously supported by a federal awarding agency, the non-state recipient or subrecipient (including subrecipients of a state or Tribal Nation), must request instructions from FEMA to make proper disposition of the equipment pursuant to 2 C.F.R. § 200.313(e). State recipients must follow the disposition requirements in accordance with state laws and procedures noted in 2 C.F.R. § 200.313(b). Tribal Nations must follow the disposition requirements in accordance with tribal laws and procedures noted in 2 C.F.R. § 200.313(b); and if such laws and procedures do not exist, then Tribal Nations must follow the disposition instructions in 2 C.F.R. § 200.313(e).

Article 53 Prior Approval for Modification of Approved Budget Before making any change to the FEMA approved budget for this award, a written request must be submitted and approved by FEMA as required by 2 C.F.R. § 200.308. For purposes of non-construction projects, FEMA is using its discretion to impose an additional restriction under 2 C.F.R. § 200.308(i) regarding the transfer of funds among direct cost categories, programs, functions, or activities. For awards with an approved budget where the federal share is greater than the simplified acquisition threshold (currently $350,000) and where the cumulative amount of such transfers exceeds or is expected to exceed 10% of the total budget FEMA last approved, transferring funds among direct cost categories, programs, functions, or activities is unallowable without prior written approval from FEMA. For purposes of awards that support both construction and non-construction work, 2 C.F.R. § 200.308(f)(9) requires the recipient to obtain prior written approval from FEMA before making any fund or budget transfers between the two types of work. Any deviations from a FEMA approved budget must be reported in the first Federal Financial Report (SF425) that is submitted following any budget deviation, regardless of whether the budget deviation requires prior written approval.
69 Article 54 Build America, Buy America Act (BABAA) Required Contract Provision & Self-Certification
In addition to the DHS Standard Terms & Conditions regarding Required Use of American Iron, Steel, Manufactured Products, and Construction Materials, recipients and subrecipients of FEMA financial assistance programs that are subject to BABAA must include a Buy America Preference contract provision as noted in 2 C.F.R. § 184.4 and a contractor self-certification as required by the FEMA Buy America Preference in FEMA Financial Assistance Programs for Infrastructure Policy (FEMA Policy #207-22-0001). This requirement applies to all subawards, contracts, and purchase orders for work performed, or products supplied under the FEMA award subject to BABAA.

Article 55 Incorporation of Information Bulletin No. 582 Information Bulletin No. 582 and any successor Information Bulletins are incorporated into the terms of this grant award.

Article 56 Award Performance Goals
FEMA will measure the recipient’s performance of the grant by comparing the number of items requested in its application, the numbers acquired (ordered, paid, and received) within the period of performance. In order to measure performance, FEMA may request information throughout the period of performance. In its final performance report submitted at closeout, the recipient is required to report on the recipients compliance with the applicable industry, local, state and national standards described in the NOFO.

Article 57 Indirect Cost Rate
2 C.F.R. § 200.211(b)(16) requires the terms of the award to include the indirect cost rate for the federal award. If applicable, the approved indirect cost rate associated with the award must be documented in the budget or other award materials approved by FEMA and maintained in the official award file. 70 Obligating document

1. Agreement
No.

EMW-2025-FG02356

2. Amendment
No.

N/A

3. Recipient
No.
956000683

4. Type of
Action
AWARD

5. Control No.

WX01671N2026T

6. Recipient Name and
Address

CITY OF BUBANK
275 E OLIVE AVE
BURBANK, CA 91502

7. Issuing FEMA Office and
Address
Grant Programs Directorate
500 C Street, S.W.

Washington DC, 20528-7000
1-866-927-5646

8. Payment Office and
Address
FEMA, Financial Services
Branch
500 C Street, S.W., Room
723
Washington DC, 20742

9. Name of Recipient
Project Officer
Christine Alles
9a. Phone
No.
8182383393

10. Name of FEMA Project
Coordinator
Assistance to Firefighters
Grant Program
10a. Phone
No.
1-866-274-
0960

11. Effective Date of
This Action
09/21/2026

12. Method of
Payment

OTHER - FEMA
GO

13. Assistance
Arrangement

COST SHARING

14. Performance
Period
09/28/2026 to
09/27/2028
Budget Period
09/28/2026 to
09/27/2028

15. Description of Action a. (Indicate funding data for awards or financial changes)
Program
Name
Abbreviation
Assistance
Listing No.

Accounting
Data
(ACCS
Code)
Prior
Total
Award
Amount
Awarded
This Action
+ or (-)
Current
Total
Award
Cumulative
Non-Federal
Commitment
FG 97.044
2026-FKGB01 -
P410-xxxx4101-D
$0.00 $468,181.81 $468,181.81 46,818.19
Totals $0.00 $468,181.81 $468,181.81 $46,818.19
b. To describe changes other than funding data or financial changes, attach schedule and check here:

N/A

16.FOR NON-DISASTER PROGRAMS: RECIPIENT IS REQUIRED TO SIGN AND RETURN THREE (3) COPIES OF THIS DOCUMENT TO FEMA (See Block 7 for address)
This field is not applicable for digitally signed grant agreements 71 17. RECIPIENT SIGNATORY OFFICIAL (Name and Title) DATE

18. FEMA SIGNATORY OFFICIAL (Name and Title)
Cynthia Spishak, Acting Associate Administrator Resilience DATE
09/21/2026
72 1 | Page
FEMA AFG FY 2025 NOFO
The Department of Homeland Security (DHS)
Notice of Funding Opportunity (NOFO)
Fiscal Year 2025 Assistance to Firefighters Grant (AFG) Program Fraud, waste, abuse, mismanagement, and other criminal or noncriminal misconduct related to this program may be reported to the Office of Inspector General (OIG) Hotline. The toll-free numbers to call are 1 (800) 323-8603 and TTY 1 (844) 889-4357.

Contents

1. Basic Information .................................................................................................................... 3 A. Agency Name ............................................................................................................................. 4 B. NOFO Title ................................................................................................................................ 4 C. Announcement Type .................................................................................................................. 4 D. Funding Opportunity Number .................................................................................................... 4 E. Assistance Listing Number ........................................................................................................ 4 F. Expected Total Funding ............................................................................................................. 4 G. Anticipated Number of Awards ................................................................................................. 4 H. Expected Award Range ............................................................................................................. 4 I. Projected Application Start Date ................................................................................................. 4 J. Projected Application End Date .................................................................................................. 4 K. Anticipated Funding Selection Date .......................................................................................... 4 L. Anticipated Award Date ............................................................................................................. 4 M. Projected Period of Performance Start Date ............................................................................. 5 N. Projected Period of Performance End Date ............................................................................... 5 O. Executive Summary ................................................................................................................... 5 P. Agency Contact .......................................................................................................................... 5

2. Eligibility ................................................................................................................................. 6 A. Eligible Entities/Entity Types .................................................................................................... 6 B. Project Type Eligibility .............................................................................................................. 8 C. Requirements for Personnel, Partners, and Other Parties .......................................................... 8 D. Maximum Number of Applications ........................................................................................... 9 E. Additional Restrictions ............................................................................................................... 9 F. References for Eligibility Factors within the NOFO ................................................................ 10 G. Cost Sharing Requirement ....................................................................................................... 10 H. Cost Share Description, Type and Restrictions ....................................................................... 10 I. Cost Sharing Calculation Example............................................................................................ 11 J. Required information for verifying Cost Share ........................................................................ 11

3. Program Description ................................................................................................................. 11 A. Background, Program Purpose, and Program History .......................................................... 11 B. Goals and Objectives ............................................................................................................. 12 C. Program Rationale ................................................................................................................ 12 D. Federal Assistance Type ........................................................................................................ 13 E. Performance Measures and Targets ...................................................................................... 13 ATTACHMENT 3
73 2 | Page
FEMA AFG FY 2025 NOFO
F. General Funding Requirements............................................................................................. 13 G. Indirect Costs (Facilities and Administrative Costs)............................................................. 14 H. Management and Administration (M&A) Costs................................................................... 15 I. Pre-Award Costs.................................................................................................................... 15 J. Beneficiary Eligibility ........................................................................................................... 15 K. Participant Eligibility ............................................................................................................ 15 L. Authorizing Authority ........................................................................................................... 15 M. Appropriation Authority........................................................................................................ 15 N. Budget Period........................................................................................................................ 15 O. Prohibition on Covered Equipment or Services.................................................................... 16

4. Application Contents and Format ............................................................................................. 16 A. Pre-Application, Letter of Intent, and Whitepapers.............................................................. 16 B. Application Content and Format ........................................................................................... 16 C. Application Components....................................................................................................... 16 D. Program-Specific Required Documents and Information..................................................... 16 E. Post-Application Requirements for Successful Applicants................................................... 16

5. Submission Requirements and Deadlines................................................................................. 16 A. Address to Request Application Package.............................................................................. 17 B. Application Deadline............................................................................................................. 19 C. Pre-Application Requirements Deadline............................................................................... 19 D. Post-Application Requirements Deadline ............................................................................. 19 E. Effects of Missing the Deadline ............................................................................................ 19

6. Intergovernmental Review........................................................................................................ 19 A. Requirement Description and State Single Point of Contact ................................................ 19

7. Application Review Information .............................................................................................. 20 A. Threshold Criteria.................................................................................................................. 20 B. Application Criteria............................................................................................................... 20 C. Financial Integrity Criteria .................................................................................................... 22 D. Supplemental Financial Integrity Criteria and Review ......................................................... 22 E. Reviewers and Reviewer Selection ....................................................................................... 22 F. Merit Review Process............................................................................................................ 22 G. Final Selection....................................................................................................................... 24

8. Award Notices .......................................................................................................................... 24 A. Notice of Award .................................................................................................................... 24 B. Pass-Through Requirements.................................................................................................. 25 C. Note Regarding Pre-Award Costs......................................................................................... 25 D. Obligation of Funds............................................................................................................... 25 E. Notification to Unsuccessful Applicants............................................................................... 25

9. Post-Award Requirements and Administration ........................................................................ 25 A. Administrative and National Policy Requirements............................................................... 25 B. DHS Standard Terms and Conditions................................................................................... 26 C. Financial Reporting Requirements........................................................................................ 27 D. Programmatic Performance Reporting Requirements........................................................... 27 E. Closeout Reporting Requirements......................................................................................... 28 F. Disclosing Information per 2 C.F.R. § 180.335 .................................................................... 29 74 3 | Page
FEMA AFG FY 2025 NOFO
G. Reporting of Matters Related to Recipient Integrity and Performance ................................. 29 H. Single Audit Report ............................................................................................................... 29 I. Monitoring and Oversight ..................................................................................................... 30 J. Program Evaluation ............................................................................................................... 30 K. Additional Performance Reporting Requirements ................................................................ 30 L. Termination of Federal Award .............................................................................................. 31 M. Best Practices ........................................................................................................................ 33 N. Payment Information ............................................................................................................. 33 O. Immigration Conditions ........................................................................................................ 35

10. Other Information ................................................................................................................... 35 A. Period of Performance Extension .......................................................................................... 35 B. Other Information .................................................................................................................. 36

11. Appendices .............................................................................................................................. 42 A. Appendix A – Changes .......................................................................................................... 42 B. Appendix B – Programmatic Information and Priorities ...................................................... 42 Supporting Definitions for this NOFO: ........................................................................................ 44 Community Classifications: .......................................................................................................... 45 Restrictions on Uses of Award Funds: .......................................................................................... 46 Funding Priorities: Operations and Safety – Training .................................................................. 47 Funding Priorities for Fire Departments and Nonaffiliated EMS Organizations Training .......... 50 Operations and Safety – Equipment Overview ............................................................................. 52 Operations and Safety – Wellness and Fitness Overview ............................................................ 64 Operations and Safety – Modifications to Facilities Overview .................................................... 66 Regional Applications Overview .................................................................................................. 68 Vehicle Acquisition Guidelines .................................................................................................... 70 C. Appendix C – Award Administration Information ............................................................... 76

1. Basic Information
75 4 | Page
FEMA AFG FY 2025 NOFO
A. Agency Name U.S. Department of Homeland Security (DHS), Federal Emergency Management Agency (FEMA), Resilience/Grant Programs Directorate (GPD).

B. NOFO Title Fiscal Year (FY) 2025 Assistance to Firefighters Grant (AFG) Program
C. Announcement
Type
Initial
D. Funding
Opportunity Number
DHS-25-GPD-044-00-98
E. Assistance Listing
Number

97.044
F. Expected Total
Funding
$291,600,000
G. Anticipated
Number of Awards
1,800 awards
H. Expected Award
Range
N/A
I. Projected
Application Start
Date
05/19/2026 8:00 a.m. Eastern Time (ET)
J. Projected
Application End Date
06/22/2026 5:00 p.m. Eastern Time (ET)
K. Anticipated
Funding Selection
Date
No later than 09/30/2026
L. Anticipated
Award Date
Beginning on approximately August 31, 2026, and continuing thereafter until all FY 2025 AFG Program grant awards are issued (but no later than September 30, 2026).
76 5 | Page
FEMA AFG FY 2025 NOFO
M. Projected Period
of Performance Start
Date
Variable Start Date1
N. Projected Period
of Performance End
Date
Variable End Date
O. Executive
Summary
The AFG Program aims to deliver essential resources to equip and train emergency personnel to meet recognized standards. It provides funding to outfit responders with compliant personal protective equipment to enhance their safety during incident response, retrofit or modify facilities to address known health hazards, and acquire emergency response vehicles. Additionally, the program supports the development of health, wellness, and resiliency initiatives to prepare responders for incidents, improve operational efficiency, promote interoperability, and strengthen community resilience.

P. Agency Contact a. Fire Grants Program Office Contact The Fire Grants Program Help Desk provides technical assistance to applicants for completing and submitting applications into FEMA Grants Outcomes (FEMA GO), answers questions about applicant eligibility, recipient responsibilities, and provides support for the programmatic administration of awards. The Fire Grants Program Help Desk can be contact at (866) 274-0960 or by email
at [email protected]. Normal hours of operation are Monday through Friday, 8:00 a.m. to 4:30 p.m. ET.
b. FEMA Grants News
This channel provides general information on all FEMA grant programs and maintains a comprehensive database containing key personnel contact information at the federal, state, and local levels.

FEMA Grants News Team is reachable at fema-grants[email protected] OR (800) 368-6498, Monday through Friday, 9:00 AM – 5:00 PM ET.
c. Grant Programs Directorate (GPD) Award Administration Division
GPD’s Award Administration Division (AAD) provides support regarding financial matters and budgetary technical assistance. AAD can be contacted at [email protected].
1 FEMA funds AFG Program awards on a rolling basis; as such, the date the FEMA Assistant Administrator for the Grant Programs Directorate signs the obligating document dictates the unique Period of Performance start and end dates for each award. 77 6 | Page
FEMA AFG FY 2025 NOFO
d. FEMA Regional Offices
FEMA Regional Offices also may provide fiscal support, including pre- and post-award administration and technical assistance. FEMA Regional Office contact information is available at
https://www.fema.gov/fema-regional-contacts.
e. Civil Rights
Consistent with Executive Order 14173, Ending Illegal Discrimination & Restoring Merit-Based Opportunity, the FEMA Integration and Coordination Division (ICD) is responsible for ensuring compliance with and enforcement of federal civil rights obligations in connection with programs and services conducted by FEMA. They are reachable at [email protected].
f. Environmental Planning and Historic Preservation
The FEMA Office of Environmental Planning and Historic
Preservation (OEHP) provides guidance and information about the EHP review process to FEMA programs and recipients and
subrecipients. Send any inquiries regarding compliance for FEMA grant projects under this NOFO to FEMA-OEHP[email protected]. g. Payment and Reporting System
FEMA uses FEMA Grants Outcomes (FEMA GO) for financial
reporting, invoicing, and tracking payments. The Direct Deposit/Electronic Funds Transfer (DD/EFT) method of payment is used for recipients. For any questions about the system, contact the FEMA GO helpdesk at [email protected] or (877) 585-3242, Monday through Friday, 9:00 AM – 6:00 PM ET.
h. FEMA GO
For technical assistance with the FEMA GO system, please contact the FEMA GO Helpdesk at [email protected] or (877) 585-3242, Monday through Friday, 9:00 AM – 6:00 PM ET.

2. Eligibility
A. Eligible
Entities/Entity Types
Only the following entities or entity types are eligible to apply. a. Applicants
The following entities or entity types located in the 50 United States, District of Columbia, the Commonwealth of the Northern Mariana Islands, the U.S. Virgin Islands, Guam, American Samoa, the Commonwealth of Puerto Rico, or any federally recognized tribal government or organization are eligible to apply. If you are unsure of 78 7 | Page
FEMA AFG FY 2025 NOFO
your entity, please see: https://www.ecfr.gov/current/title-44/part152#p-152.1(b). See Supporting Definitions for this NOFO:
• Fire Departments: Fire departments operating in any of the 50 states, as well as fire departments in the District of Columbia, the Commonwealth of the Northern Mariana Islands, the U.S.

Virgin Islands, Guam, American Samoa, the Commonwealth
of Puerto Rico,2 three or any federally recognized Indian tribe or tribal organization. A fire department is an agency or organization having a formally recognized arrangement with a state, local, tribal or territorial authority (city, county, parish, fire district, township, town or other governing body) to provide fire suppression to a population within a
geographically fixed primary first due response area.
• Nonaffiliated EMS organizations: Nonaffiliated EMS
organizations operating in any of the 50 states, as well as the District of Columbia, the Commonwealth of the Northern
Mariana Islands, the U.S. Virgin Islands, Guam, American Samoa, the Commonwealth of Puerto Rico,2
three or any
federally recognized tribal organization. A nonaffiliated EMS organization is an agency or organization that is a public or private nonprofit emergency medical service entity providing medical transport that is not affiliated with a hospital and does not serve a geographic area in which emergency medical
services are adequately provided by a fire department. FEMA considers the following as hospitals under the AFG Program:
• Clinics;
• Medical centers;
• Medical colleges or universities;
• Infirmaries;
• Surgery centers; and
• Any other institution, association, or foundation providing medical, surgical or psychiatric care and/or treatment for the sick or injured. State Fire Training Academies: A SFTA
operates in any of the 50 states, as well as the District of Columbia, the Commonwealth of the Northern Mariana
2 The District of Columbia, the Commonwealth of the Northern Mariana Islands, the U.S. Virgin Islands, Guam, American Samoa, and the Commonwealth of Puerto Rico are all defined as “States” in the Federal Fire Prevention and Control Act of 1974. See 15 U.S.C. § 2203(10).
79 8 | Page
FEMA AFG FY 2025 NOFO
Islands, the U.S. Virgin Islands, Guam, American Samoa, and the Commonwealth of Puerto Rico. Applicants must be
designated either by legislation or by a governor’s declaration as the sole fire service training agency within a state, territory, or the District of Columbia and recognized by the National Fire Academy. The designated SFTA shall be the only agency, bureau, division or entity within that state, territory, or the District of Columbia, to be an eligible SFTA applicant under the AFG Program.

Non-federal airport and/or port authority fire or EMS organizations are eligible only if they have a formally recognized arrangement with the local jurisdiction to provide fire suppression or emergency medical services on a first-due basis outside the confines of the airport or port facilities. Airport or port authority fire and EMS organizations whose sole responsibility is suppression of fires or EMS response on the airport grounds or port facilities are not eligible for funding under the AFG Program.
b. Subapplicants
Subapplicants and subawards are not allowed.

Subapplicants should not have foreign nationals or noncitizens included. If a subapplicant has foreign nationals, they must be properly vetted and must adhere to all government statutes, policies, and procedures including “staff American, stay in America” and security requirements.

B. Project Type
Eligibility
Allowable Project Types
• Operations and Safety;
• Vehicle Acquisition; and
• Regional Projects.

C. Requirements for
Personnel, Partners,
and Other Parties
An application submitted by an otherwise eligible non-federal entity (i.e. the applicant) may be deemed ineligible when the person that submitted the application is not 1) a current employee, personnel, official, staff or leadership of the non-federal entity; and 2) duly authorized to apply for an award on behalf of the non-federal entity at the time of application.

Further, the individual who signs and submits an application must be assigned the role of Authorized Organization Representative (AOR) within the FEMA GO system. The AOR must be a duly authorized 80 9 | Page
FEMA AFG FY 2025 NOFO
current employee, personnel, official, staff or leadership of the recipient and provide an email address unique to the recipient at the time of application. Consultants or contractors of the recipient are not permitted to be the AOR of the recipient.

Federal employees are prohibited from serving in any capacity (paid or unpaid) on the development of any proposal submitted under this program.

Subapplicants should not have foreign nationals or noncitizens included. If a subapplicant has foreign nationals, they must be properly vetted and must adhere to all government statues, polices, and procedures including “staff American, stay in America” and security requirements.

Subapplicants/subrecipients must submit short bios and resumes.

This should include the type of entity, organizational leadership, and board members along with the both the names and addresses of the individuals. Resumes are subject to approval.

D. Maximum
Number of
Applications
The maximum number of applications that can be submitted by a single entity is three: one application for Operations and Safety, one application for Vehicle Acquisition, and one application as the host partner for a Regional Project.

E. Additional
Restrictions
a. National Emergency Response Information System (NERIS) NERIS reporting is not required to apply for the AFG Program.

However, fire departments receiving funding must agree to report to NFIRS or NERIS during the performance period. If unable to report at the time of the award, recipients must establish reporting capacity within 24 months and report for at least 12 months once capable.

FEMA may request proof of compliance, and noncompliance during the performance period may result in remedies under 2 C.F.R. § 200.339. Nonaffiliated EMS organizations and SFTAs are exempt from NFIRS/NERIS reporting requirements.
b. National Incident Management System (NIMS)
AFG Program applicants are not required to comply with NIMS to apply for AFG Program funding or to receive an AFG Program award. However, any applicant who receives an FY 2025 AFG Program award must achieve the level of NIMS compliance required by the Authority having Jurisdiction (AHJ) over the applicant’s emergency service operations (e.g., a local government) prior to the end of the grant’s period of performance.
81 10 | Page
FEMA AFG FY 2025 NOFO
Applicants or recipients are required to certify their compliance with federal statutes, DHS directives, polices, and procedures c. Period of Performance (POP)
The POP for applications funded under the AFG will be 24 months.

F. References for
Eligibility Factors
within the NOFO
Please see the following references provided below:

1. “Responsiveness Review Criteria” subsection

2. “Financial Integrity Criteria” subsection

3. “Supplemental Financial Integrity Criteria and Review” subsection

4. FEMA may request financial information such as Employer Identification Number (EIN) and bank information as part of the potential award selection. This will apply to everyone prospered, including subrecipients.

5. Appendix B – Programmatic Information and Priorities G. Cost Sharing
Requirement
Applicants selected for this award must commit to an acceptable cost share agreement. Otherwise, they will not be funded. See Sections H and G for cost share requirements.

H. Cost Share
Description, Type
and Restrictions
Recipient cost sharing is required as described below pursuant to 15 U.S.C.§ 2229(k)(1). Recipients shall make available non-federal funds as described below:
• 5 percent for jurisdictions serving a population of 20,000 residents or fewer,
• 10 percent for jurisdictions serving a population of 20,000 up to 1 million residents,
• 15 percent for jurisdictions serving a population of over 1 million residents.
• For SFTAs, the cost share is based on the state's total population. For Regional applications, the cost share is based on the combined population of the primary response areas of the host and partner organizations outlined in a Memorandum of Understanding.

Types of Cost Share
i. Cash (Hard Match): Cost share of non-federal cash is the only allowable recipient contribution for AFG Program
activity (Vehicle Acquisition, Operations and Safety, and Regional).
ii. Trade-In Allowance/Credit: On a case-by-case basis, FEMA may allow recipients already owning assets acquired with nonfederal cash to use the trade-in allowance/credit value of those assets as cash for the purpose of meeting their cost share 82 11 | Page
FEMA AFG FY 2025 NOFO
obligation. For FEMA to consider a trade-in allowance/credit value as cash, the allowance amount must be reasonable, and the allowance amount must be a separate entry clearly
identified in the acquisition documents.

In-kind (Soft Match): In-kind cost share is not allowable for the AFG Program.

I. Cost Sharing
Calculation Example
The cost share calculator is located
here: https://www.fema.gov/sites/default/files/documents/fema_gpdfy23-afg-cost-share-calculator.pdf Total Allowable Costs ÷ Percentage Cost Share = Federal Share to be requested
$10,000 ÷ 1.05 (5%) = $9,523.80
$10,000 ÷ 1.10 (10%) = $9,090.90
$10,000 ÷ 1.15 (15%) = $8,695.65
J. Required
information for
verifying Cost Share
Applicants must submit their plan for cost share within the Request Details (budget) section of the grant application.

Maintenance of Effort
Pursuant to 15 U.S.C. § 2229(k)(3), an applicant seeking an AFG Program grant shall agree to maintain, during the term of the grant, the applicant’s aggregate expenditures relating to activities allowable under this NOFO, at not less than 80 percent of the average amount of such expenditures in the two fiscal years before the fiscal year an AFG Program grant is awarded.

In other words, an applicant agrees that if it receives a grant award, the applicant will keep its overall expenditures during the award’s period of performance for activities that could be allowable costs under this NOFO at a level that is at least 80 percent or more of the average of what the applicant spent on such costs for those activities in FY 2023 and 2024. This includes those funded with non-federal funding for activities that could be allowable costs under this NOFO.

Applicants must provide budget information for the year they are applying, as well as the two preceding years. For FY25, that would include the yearly budgets for 2025, 2024, and 2023.

3. Program Description
A. Background, Program Purpose, and Program History
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The AFG Program provides financial assistance directly to eligible fire departments, nonaffiliated emergency medical service (EMS) organizations, and State Fire Training Academies (SFTAs). The program aims to enhance the safety of firefighters and the public in relation to fire and fire-related hazards.

Since its inception, the AFG Program has awarded over $9 billion to help equip and train emergency personnel to recognized standards, improve operational efficiency, foster interoperability, and support community resilience. The program has provided fire apparatuses, personal protective equipment, facility modifications, wellness and fitness activities, and other fire equipment to more than 8,000 unique recipients.

For information about program success stories, visit FEMA’s Assistance to Firefighters Grants page: https://www.fema.gov/grants/preparedness/firefighters/assistance-grants.

B. Goals and Objectives
Goal: Enhance the safety of the public and firefighters with respect to fire and fire-related hazards.

Objectives: Provide critically needed resources to:
• Equip and train emergency personnel to recognized standards, • Outfit responders with compliant personal protective equipment to increase responders’ physical protection against hazards during incident response, • Retrofit or modify facilities to protect personnel from known health hazards, • Acquire emergency response vehicles,
• Design and implement health, wellness, and resiliency programs that prepare responders for incident response,
• Enhance operational efficiencies, foster interoperability, and • Support community resilience.

C. Program Rationale
The AFG Program represents part of a comprehensive set of measures authorized by Congress and implemented by DHS. By increasing the number of trained firefighters, the AFG Program improves deployment capabilities to respond to emergencies and provide adequate protection from fire and fire-related hazards. The AFG Program also aims to support the following objectives:
• Coordinate Federal Response to Incidents
• Strengthen National Resilience
• Enhance Training and Readiness of First Responders
Through these objectives, FEMA creates a vision for the field of emergency management and sets an ambitious, yet achievable, path forward to unify and further professionalize emergency management across the country. We invite all our stakeholders and partners to join us in building a more prepared and resilient nation.
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D. Federal Assistance Type
Grant
E. Performance Measures and Targets
Grant recipients must collect data to allow FEMA to measure performance of AFG Program grants. These metrics align with the program’s objectives and priorities. FEMA may request information throughout the period of performance. At closeout recipients must submit a final performance report with enough information to show they met the performance goals outlined in their award.

FEMA will assess performance by comparing the number of items, supplies, projects, and activities requested in its application with the number acquired and delivered by the end of the performance period. The following program metrics will be used:
• Percentage of active-duty members equipped with National Fire Protection Association (NFPA) and Occupational Safety and Health Administration (OSHA)-compliant personal protective equipment (PPE) for each department that received AFG Program funding. • Percentage of active-duty members who were equipped with NFPA and OSHA compliant equipment for each department that receives AFG Program funding. • Number of fire vehicles successfully replaced per industry standards at each department funded to replace fire vehicles.
• Percentage of new active-duty members achieving Firefighter Training Levels I and II within one year of coming into service at each department funded for training. • Percentage of the facility modifications required to comply with state, local, NFPA, or OSHA standards on housing and readiness posture that were successfully made for each department funded for facility modifications.
• Percentage of active-duty members meeting physical/mental readiness requirements through health programs at each department funded for wellness and fitness.

F. General Funding Requirements
Costs charged to federal awards (including federal and non-federal cost share funds) must comply with applicable statutes, rules and regulations, policies, this NOFO, and the terms and conditions of the federal award. This includes, among other requirements, that costs must be incurred, and products and services must be delivered within the budget period. 2 C.F.R. § 200.403(h).

Population of the jurisdiction served
by the recipient
Maximum award in FY
2025
Statutory waiver available
subject to extraordinary need?
100,000 or fewer No more than $1
million
None available
100,001 – 500,000 people No more than $2
million
None available
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500,001 – 1,000,000 people No more than $2.91
million
None available
1,000,001 – 2,500,000 people No more than $2.91
million
Yes, but no more than $6
million
More than 2,500,000 people No more than
$2.91million
Yes, but no more than $9
million
Regional applicants will be subject to the funding limitations based on the total population served by the host of the application and the participating partners. For example, if the host and partners serve a population of 100,000 or fewer and are the recipients of a Regional award for $1 million, then the host has met their cap and is no longer eligible for additional funds under the AFG Program.

Allocations and Restrictions of Available Grant Funds by Organization Type • Fire Departments: Not less than 25% of available grant funds shall be awarded to career, combination, or volunteer department types (total of 75%). • Nonaffiliated EMS Organizations: Not more than 2% of available grant funds shall be collectively awarded to all nonaffiliated EMS organization recipients. • Emergency Medical Services Providers: Not less than 3.5% of available grant funds shall fund emergency medical services provided by fire departments and nonaffiliated EMS organizations.
• State Fire Training Academy: Not more than 3% of available grant funds shall be collectively awarded to all SFTA recipients. Further, not more than $500,000 of available federal grant funds may be awarded per SFTA applicant.
• Vehicles: Not more than 25% of available grant funds may be used by recipients for the purchase of vehicles. Of that amount, based on stakeholder recommendations, FEMA intends to allocate 10% of the total vehicle funds for ambulances. • Micro Grants: The selection of the voluntary Micro Grant option (cumulative federal funding of $75,000) for eligible High Priority Operations and Safety activities does not impact an applicant’s request or participation under the Vehicle Acquisition or Regional projects. Applicants who select Micro Grants under Operations and Safety as a funding opportunity choice may still apply for a Vehicle Acquisition or Regional project. Of the 25% allocated to each of the career, combination, and volunteer departments, FEMA will aim to fund no less than 25% of the allocation for Micro Grants.

Recipients may not use federal funds or any cost share funds for the following activities:
• Matching or cost sharing requirements for other federal grants and cooperative agreements (see 2 C.F.R. § 200.306).
• Lobbying or other prohibited activities under 18 U.S.C. § 1913 or 2 C.F.R. § 200.450. • Prosecuting claims against the federal government or any other government entity (see 2 C.F.R. § 200.435).

G. Indirect Costs (Facilities and Administrative Costs) Indirect costs are NOT allowed.
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H. Management and Administration (M&A) Costs
M&A costs are allowed.

M&A costs are allowed by Full-Year Continuing Appropriations and Extensions Act, 2025, Pub.

L. No. 119-4. M&A activities are those directly related to the management and administration of the AFG award funds, such as financial management and monitoring.

M&A expenses should be based only on actual expenses or known contractual costs. Requests that are simple percentages of the award, without supporting justification or adequate documentation, will not be considered for an award.

M&A are not overhead/operational costs but are necessary direct costs incurred in support of the federal award or because of it, such as travel, meeting-related expenses, and salaries of full/parttime staff in direct support of the program. As such, M&A costs can be itemized in financial reports.

I. Pre-Award Costs
The following pre-award costs are allowable:

1. Fees for Grant Writers (capped at $1,500 of federal funds per application) The recipient must request approval from FEMA to incur such pre-award costs. Requests must be sent via email to [email protected] and include the application number and justification narrative. Please note, the recipient must seek approval at the time of acquisition and before the award is announced.

FEMA must provide written confirmation that the costs have been reviewed and determined the costs are justified, unavoidable, and consistent with the grant’s scope of work.

Pre-award costs must comply with 2 C.F.R. § 200.458, ensuring they are necessary for the efficient and timely performance of the grant.

J. Beneficiary Eligibility
There are no program requirements to be an eligible beneficiary. This NOFO and any subsequent federal awards create no rights or causes of action for any beneficiary.

K. Participant Eligibility
There are no program requirements to be an eligible participant. This NOFO and any subsequent federal awards create no rights or causes of action for any participant.

L. Authorizing Authority
Section 33 of The Federal Fire Prevention and Control Act of 1974, Pub. L. No. 93-498, as amended (15 U.S.C § 2229).

M. Appropriation Authority
Full-Year Continuing Appropriations and Extensions Act, 2025, Pub. L. No. 119-4 § 1101.

N. Budget Period
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There will be only a single budget period with the same start and end dates as the period of performance.

O. Prohibition on Covered Equipment or Services
Recipients, sub-recipients, and their contractors or subcontractors must comply with the prohibitions set forth in Section 889 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, which restrict the purchase of covered telecommunications and surveillance equipment and services. Please see 2 C.F.R. §§ 200.216, 200.327, 200.471, and Appendix II to 2 C.F.R. Part 200, and FEMA Policy #405-143-1 - Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services for more information.

4. Application Contents and Format
A. Pre-Application, Letter of Intent, and Whitepapers
Pre-applications, letters of intent, and whitepapers are not required nor encouraged to be eligible to apply.

B. Application Content and Format
Applications are processed through the FEMA GO system. To access the system, go to https://go.fema.gov/.

Applications must include information regarding department and program-specific priorities, details demonstrating department eligibility, and four narratives: Financial Need, Project Description, Cost/Benefit, and Statement of Effect. Each narrative section has a limit of 4,000 characters, including spaces.

C. Application Components
All applicable forms are in the FEMA GO system and filled out as part of the application submission process. The forms below do not require separate upload. The following forms will be filled out during the application process in FEMA GO:
• SF-424, Application for Federal Assistance
• Grants.gov Lobbying Form, Certification Regarding Lobbying • SF-424A, Budget Information (Non-Construction)
• SF-424B, Standard Assurances (Non-Construction)
• SF-LLL, Disclosure of Lobbying Activities
D. Program-Specific Required Documents and Information
For program specific updates and information please see Appendices A, B, and C.

E. Post-Application Requirements for Successful Applicants Applicants likely to be funded may receive a request for additional information by email prior to award. Applicants must respond to the request to move forward with the grant review process.

5. Submission Requirements and Deadlines
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A. Address to Request Application Package
Applications are processed through the FEMA GO system. To access the system, go to https://go.fema.gov/.

Steps Required to Apply for an Award Under This Program and Submit an Application:

To apply for an award under this program, all applicants must:
a. Apply for, update, or verify their Unique Entity Identifier (UEI) number and Employer Identification Number (EIN) from the Internal Revenue Service; b. In the application, provide an UEI number;
c. Have an account with login.gov;
d. Register for, update, or verify their System for Award Management (SAM) account and ensure the account is active before submitting the application; e. Register in FEMA GO, add the organization to the system, and establish the Authorized Organizational Representative (AOR). The organization’s electronic business point of contact (eBiz POC) from the SAM registration may need to be involved in this step. For step-by-step instructions, see https://www.fema.gov/medialibrary/assets/documents/181607; f. Submit the complete application in FEMA GO; and
g. Continue to maintain an active SAM registration with current information at all times during which it has an active federal award or an application or plan under consideration by a federal awarding agency. As part of this, applicants must also provide information on an applicant’s immediate and highest-level owner and subsidiaries, as well as on all predecessors that have been awarded federal contracts or federal financial assistance within the last three years, if applicable.

Per 2 C.F.R. § 25.110(a)(2)(iv), if an applicant is experiencing exigent circumstances that prevents it from obtaining an UEI number and completing SAM registration prior to receiving a federal award, the applicant must notify FEMA as soon as possible. Contact fema-grants[email protected] and provide the details of the exigent circumstances.

How to Register to Apply:

General Instructions:

Registering and applying for an award under this program is a multi-step process and requires time to complete. Below are instructions for registering to apply for FEMA funds. Read the instructions carefully and prepare the requested information before beginning the registration process. Gathering the required information before starting the process will alleviate last-minute searches for required information.
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The registration process can take up to four weeks to complete. To ensure an application meets the deadline, applicants are advised to start the required steps well in advance of their submission.

Organizations must have a UEI number, EIN, and an active SAM registration.

Obtain a UEI Number:

All entities applying for funding, including renewal funding, must have a UEI number.

Applicants must enter the UEI number in the applicable data entry field on the SF-424 form. For more detailed instructions for obtaining a UEI number, refer to SAM.gov.

Obtain Employer Identification Number:

In addition to having a UEI number, all entities applying for funding must provide an EIN. The EIN can be obtained from the IRS by visiting https://www.irs.gov/businesses/small-businessesself-employed/apply-for-an-employer-identification-number-ein-online.

Create a login.gov account:

Applicants must have a login.gov account in order to register with SAM or update their SAM registration. Applicants can create a login.gov account at:
https://secure.login.gov/sign_up/enter_email?request_id=34f19fa8-14a2-438c-8323- a62b99571fd.

Applicants only have to create a login.gov account once. For existing SAM users, use the same email address for both login.gov and SAM.gov so that the two accounts can be linked.

For more information on the login.gov requirements for SAM registration, refer to https://www.sam.gov/SAM/pages/public/loginFAQ.jsf.

Register with SAM:

In addition to having a UEI number, all organizations must register with SAM. Failure to register with SAM will prevent your organization from applying through FEMA GO. SAM registration must be renewed annually and must remain active throughout the entire grant life cycle.

For more detailed instructions for registering with SAM, refer to: Register with SAM Note: per 2 C.F.R. § 25.200 , applicants must also provide the applicant’s immediate and highest-level owner, subsidiaries, and predecessors that have been awarded federal contracts or federal financial assistance within the past three years, if applicable.

Register in FEMA GO, Add the Organization to the System, and Establish the AOR:

Applicants must register in FEMA GO and add their organization to the system. The organization’s electronic business point of contact (eBiz POC) from the SAM registration may need to be involved in this step. For step-by-step instructions, see: FEMA GO Startup Guide Note: FEMA GO will support only the most recent major release of the following browsers:
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• Google Chrome;
• Mozilla Firefox;
• Apple Safari; and
• Microsoft Edge.

Applicants using tablet type devices or other browsers may encounter issues with using FEMA GO.

Submitting the Final Application:

Applicants will be prompted to submit the standard application information, and any programspecific information required. Standard Forms (SF) may be accessed in the Forms tab under the:

SF-424 Family | Grants.gov.

Applicants should review these forms before applying to ensure they are providing all required information.

After submitting the final application, FEMA GO will provide either an error message, or an email to the submitting AOR confirming the transmission was successfully received.

B. Application Deadline
06/22/2026 05:00 PM Eastern Time
C. Pre-Application Requirements Deadline
Not applicable
D. Post-Application Requirements Deadline
Not applicable
E. Effects of Missing the Deadline
All applications must be completed in FEMA GO by the application deadline. FEMA GO automatically records proof of submission and generates an electronic date/time stamp when FEMA GO successfully receives an application. The submitting AOR will receive via email the official date/time stamp and a FEMA GO tracking number to serve as proof of timely submission prior to the application deadline.

Applicants experiencing system-related issues have until 3:00 PM ET on the date applications are due to notify FEMA. No new system-related issues will be addressed after this deadline. Applications not received by the application submission deadline will not be accepted.

6. Intergovernmental Review
A. Requirement Description and State Single Point of Contact An intergovernmental review may be required. Applicants must contact their state’s Single Point of Contact (SPOC) to comply with the state’s process under Executive Order 12372. 91 20 | Page
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7. Application Review Information
A. Threshold Criteria
Automatic disqualification of the application will occur if any of the conditions and instructions are not followed in Appendix B of this Notice of Funding Opportunity.

Examples of ineligible applications and/or organizations include:
• Nonaffiliated EMS organization requests for any activity that is specific or unique to structural/proximity/wildfire firefighting gear.
• Fire departments that are a federal government entity, or contracted by the federal government, and are solely responsible under a formally recognized agreement for suppression of fires on federal installations or land.
• Fire departments or nonaffiliated EMS organizations that are not independent entities but are part of, controlled by, or under the day-to-day operational command and control of a larger department, agency or AHJ.
• However, if a fire department is considered to be the same legal entity as a municipality or other governmental organization, and otherwise meets the eligibility criteria, that municipality or other governmental organization may apply on behalf of that fire department as long as the application clearly states that the fire department is considered part of the same legal entity.
• Fire-based EMS organization applying as a nonaffiliated EMS organization. • Auxiliaries, hospitals, or fire service associations or interest organizations that are not the AHJ over the applicant.
• Dive teams, search and rescue squads, or similar organizations that do not provide medical transport.
• Fire departments, regional, or nonaffiliated EMS organizations that are for profit. • State or local agencies, or subsets of any governmental entity, or any authority that do not meet the requirements as defined by 15 U.S.C. §2229 (a), (c). • Submitting multiple applications for the same equipment or activity (e.g., self-contained breathing apparatus [SCBA] under both Regional and Operations and Safety activities, or two applications for the same vehicle) may result in disqualification of both applications.

This rule does not apply if an applicant is applying on behalf of multiple agencies (e.g., fire departments within the same county or city). In such cases, the applicant can request similar equipment, as long as the application clearly specifies the equipment and quantities for each agency. Multiple applications across regional and direct categories are allowed in this scenario.
.

B. Application Criteria
FEMA sets funding priorities and evaluation criteria for AFG Program applications based on recommendations from the Criteria Development Panel (CDP). Each year, FEMA brings together a panel of fire service professionals to establish these priorities and criteria. The panel provides input on funding priorities and helps develop the criteria used to award grants.

The nine major fire service organizations represented on the panel are:
• International Association of Fire Chiefs
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• International Association of Fire Fighters
• National Volunteer Fire Council
• National Fire Protection Association
• National Association of State Fire Marshals
• International Association of Arson Investigators
• International Society of Fire Service Instructors
• North American Fire Training Directors
• Congressional Fire Service Institute
CDP and Application Evaluation
CDP advises FEMA on creating or updating funding priorities and developing criteria for awarding grants. This Notice of Funding Opportunity (NOFO) reflects the CDP’s recommendations regarding priorities, direction, and award criteria.

FEMA ranks all complete applications based on how well they align with the program priorities for the specific activity. Responses to the activity-specific questions in the application are used to determine each application’s ranking relative to these priorities.

AFG Program applications go through a multi-phase review process:
1) Electronic Pre-Scoring
2) Peer Review
3) FEMA Internal Review

1. Electronic Pre-Scoring
The application undergoes an electronic pre-scoring process based on established program priorities listed in Appendix B and answers to activity-specific questions within the online application. Application Narratives are not reviewed during the pre- score process. “Request Details” and “Budget” information should comply with program guidance and statutory funding limitations. The pre-score is half of the total application score.

2. Peer Review
Applications with the highest rankings from the pre-scoring process will undergo a Peer Review Panel process. A panel of peer reviewers is composed of fire service personnel recommended by national fire organizations. Peer reviewers will assess each application’s merits based on the narrative statement on the requested activity. The evaluation elements listed in the “Narrative Evaluation Criteria” below will be used to calculate the narrative’s score for each activity requested. Peer reviewers will independently score each requested activity within the application, discuss the merits and/or shortcomings of the application with his or her peers, and document the findings. A consensus is not required. The panel score is half of the total application score. Peer reviewers will evaluate and select a score of Strongly Agree, Agree, Neither Agree nor Disagree, Disagree, or Strongly Disagree for each narrative section based on the following narrative elements within each activity.

3. FEMA Internal Review
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Applications within the fundable range undergo a Technical Review by subject-matter experts and a FEMA Program Office review. The FEMA Program Office evaluates costs, quantities, feasibility, eligibility, and recipient responsibility before recommending awards. During TEP, Appendix B is used to address eligibility corrections, though this phase is not scored. Partial funding may be recommended based on assessment findings.

C. Financial Integrity Criteria
Before making an award, FEMA is required to review OMB-designated databases for applicants’ eligibility and financial integrity information. This is required by the Payment Integrity Information Act of 2019 (Pub. L. No. 116-117, § 2 (2020)), 41 U.S.C. § 2313, and the “Do Not Pay Initiative” (31 U.S.C. 3354). For more details, please see 2 C.F.R. § 200.206.

Thus, the Financial Integrity Criteria may include the following risk-based considerations of the applicant:

1. Financial stability.

2. Quality of management systems and ability to meet management standards.

3. History of performance in managing federal award.

4. Reports and findings from audits.

5. Ability to effectively implement statutory, regulatory, or other requirements.

D. Supplemental Financial Integrity Criteria and Review Before making an award expected to exceed the simplified acquisition threshold, defined at 41 U.S.C. § 134, over the period of performance:

1. FEMA is required by 41 U.S.C. § 2313 to review or consider certain information found in SAM.gov. For details, please see 2 C.F.R. § 200.206(a)(2).

2. An applicant may review and comment on any information in the responsibility/qualification records available in SAM.gov.

3. Before making decisions in the risk review required by 2 C.F.R. § 200.206, FEMA will consider any comments by the applicant.

E. Reviewers and Reviewer Selection
All applications will be evaluated through the Peer Review Panel process. A panel of peer reviewers is comprised of fire service representatives recommended by the CDP.

F. Merit Review Process
Applications with the highest rankings from the pre-scoring process will undergo a Peer Review Panel process.

Narrative Evaluation Criteria
Narrative Statements are a key part of the application process and must provide clear, detailed, and specific information about the proposed activities for which funding is requested. Applicants 94 23 | Page
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must explain how the proposed activities align with the Operations and Safety Activity or the Vehicle Acquisition Activity.

FEMA reviews applications for duplication, including narratives and statistical data. All elements of the Narrative Statements must be original, and all statistical data must be accurate.

Applications with narratives that include substantial copying of sentences or paragraphs or inaccurate data that could mislead reviewers may be disqualified. Falsification, fabrication, or plagiarism of other grant proposals will result in disqualification.

Peer review panelists will evaluate and score each project based on the narrative elements defined below. Each narrative section is limited to 4,000 characters, including spaces and punctuation
Financial Need
This section accounts for 25% of an application’s peer review score. It allows 4,000 characters (including spaces and punctuation).

Applicants must explain their financial need, detailing budget constraints, failed attempts to secure other funding, and showing that the financial distress is beyond their control, in line with the AFG Program's intent.

Project Description and Budget
This section accounts for 25% of an application’s peer review score. It allows 4,000 characters (including spaces and punctuation).

The Project Description and Budget statement should explain the project objectives, their connection to the budget, and risk analysis. Applicants should describe activities, align them with project objectives, their mission, and relevant requirements, and link expenses to operations, safety, and project goals.

Cost Benefit
This section accounts for 25% of an application’s peer review score. It allows 4,000 characters (including spaces and punctuation).

Applicants should explain how they will address operational and personnel safety needs, focusing on cost effectiveness and asset sharing. The statement should detail how grant funding will maximize benefits, including reasonable costs like overhead and administrative expenses.

Requests should align with the applicant's mission and show how funding will benefit their organization and personnel.

Statement of Effect on Operations
This section accounts for 25% of an application’s peer review score. It allows 4,000 characters (including spaces and punctuation).
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The Statement of Effect on Operations should explain how the funding will improve the organization’s effectiveness, daily operations, and risk reduction. Applicants should detail how often and in what capacity the requested items will be used, their benefits to the community, and how they enhance the ability to save lives and property. Jurisdictions emphasizing fire risk reduction through code enforcement and mitigation strategies, including FEMA-approved plans, may receive higher consideration.

G. Final Selection
Technical Evaluation Process (TEP)
The highest scoring project(s) for both activities will be considered within the fundable range.

Projects that are in the fundable range will undergo a Technical Review by the FEMA Program Office before being recommended for award. The FEMA Program Office will assess the request with respect to costs, quantities, feasibility, eligibility, and recipient responsibility prior to recommending any application for award. Additionally, FEMA will review whether the project duplicates other federally funded research or prevention activities. Once the TEP is complete, a final ranking of projects will be created. FEMA will award grants based on this final ranking and the ability to meet statutorily required funding limitations outlined in Appendix B - Programmatic Information and Priorities of this NOFO.

FEMA may not make a federal award until the applicant has complied with all applicable SAM requirements. Therefore, an applicant’s SAM registration must be active not only at the time of application, but also during the application review period and when FEMA is ready to make a federal award. Further, as noted above, an applicant’s or recipient’s SAM registration must remain active for the duration of an active federal award. If an applicant’s SAM registration is expired at the time of application, expires during application review, or expires any other time before award, FEMA may determine that the applicant is not qualified to receive a federal award and use that determination as a basis for making a federal award to another applicant. Requests may be recommended for partial funding based on findings made during this assessment.

In awarding grants, the FEMA Administrator is required to consider:
• The findings and recommendations of the Technical Evaluation Panel (TEP); • The degree to which an award will reduce deaths, injuries and property damage by reducing the risks associated with fire related and other hazards; • The extent of an applicant’s need for an AFG Program grant and the need to protect the United States as a whole; and
• The number of calls requesting or requiring a firefighting or emergency medical response received by an applicant.

8. Award Notices
A. Notice of Award
The Authorized Organization Representative (AOR) must carefully review the federal award package before accepting the award. The package includes instructions for administering the award as well as the terms and conditions.
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By submitting an application, applicants agree to comply with the requirements outlined in this NOFO and adhere to the terms and conditions of the federal award if selected.

FEMA will provide the federal award package electronically via FEMA GO. The package includes an Award Letter, Summary Award Memo, Agreement Articles, and Obligating Document. A notification email with the award package will be sent to the submitting AOR through the grant application system.

Recipients must accept their awards no later than 30 days from the award date. Recipients shall notify FEMA of their intent to accept the award and proceed with work via the FEMA GO system.

Funds will remain on hold until the recipient accepts the award in FEMA GO and satisfies all other award conditions, or until the award is rescinded. Failure to accept the grant award within the specified timeframe may result in a loss of funds.

During the review process, FEMA may have modified the application request(s). Any modifications will be detailed in the award package provided with the offer of an award. If the awarded activities, scope of work, or funding amounts differ from the original application, the recipient is only responsible for completing the activities funded by FEMA. The recipient is not obligated to start, modify, or complete any activities that were requested but not funded. The award package will outline any changes in the approved scope of work section.

B. Pass-Through Requirements
None
C. Note Regarding Pre-Award Costs
Even if pre-award costs are allowed, beginning performance is at the applicant’s risk.

D. Obligation of Funds
The grant funds are obligated in accordance with applicable laws, and no later than upon award.

E. Notification to Unsuccessful Applicants
FEMA will provide all applicants who do not receive a FY 2025 AFG Program award with a turndown notification after September 30, 2026.

9. Post-Award Requirements and Administration
A. Administrative and National Policy Requirements
Presidential Executive Orders
Recipients must comply with the requirements of Presidential Executive Orders related to grants (also known as federal assistance and financial assistance), the full text of which are incorporated by reference. Pursuant to the preliminary injunction order issued on November 21, 2025, in County of Santa Clara et al. v. Noem, et al., No. 25-cv-08330-WHO (N.D. Cal.), this requirement does not apply to awards or subawards issued to any of the plaintiffs subject to the preliminary injunction order while the order remains in effect. If the preliminary injunction is stayed, vacated, or extinguished, this requirement will immediately become effective. Also, 97 26 | Page
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pursuant to the preliminary injunction order issued on November 21, 2025, in City of Chicago et al. v. Noem, et al., No. 25-CV-12765 (N.D. Ill.), this requirement does not apply to awards or subawards issued to any of the plaintiffs subject to the preliminary injunction order while the order remains in effect. If the preliminary injunction is stayed, vacated, or extinguished, this requirement will immediately become effective.

In accordance with Executive Order 14305, Restoring American Airspace Sovereignty (June 6, 2025), and to the extent allowed by law, eligible state, local, tribal, and territorial grant recipients under this NOFO are permitted to purchase unmanned aircraft systems, otherwise known as drones, or equipment or services for the detection, tracking, or identification of drones and drone signals, consistent with the legal authorities of state, local, tribal, and territorial agencies.

Recipients must comply with all applicable federal, state, and local laws and regulations, and adhere to any statutory requirements on the use of federal funds for such unmanned aircraft systems, equipment, or services.

B. DHS Standard Terms and Conditions
A recipient under this funding opportunity must comply with the DHS Standard Terms and Conditions in effect as of the date of the federal award, unless a term and condition specifically indicates otherwise. The DHS Standard Terms and Conditions are available online: DHS Standard Terms and Conditions | Homeland Security. For continuation awards, the terms and conditions for the initial federal award will apply unless otherwise specified in the terms and conditions of the continuation award. The specific version of the DHS Standard Terms and Conditions applicable to the federal award will be in the federal award package.

A recipient under this funding opportunity must comply with the FY 2026 Department of Homeland Security Standard Terms and Conditions, with the following exceptions. The term titled “Communication and Cooperation with the Department of Homeland Security and Immigration Officials” and paragraph (2)(a)(ii) of the term titled “Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act” do not apply to any federal award under this funding opportunity.

Pursuant to the preliminary injunction order issued on November 21, 2025, in County of Santa Clara et al. v. Noem, et al., No. 25-cv-08330-WHO (N.D. Cal.), the following terms and conditions do not apply to awards or subawards issued to any of the plaintiffs subject to the preliminary injunction order while the order remains in effect: (1) The DHS Standard Term and Condition titled " Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act "; and (2) the DHS Standard Term and Condition titled "All Executive Orders Related to Grants". If the preliminary injunction is stayed, vacated, or extinguished, both terms will immediately become effective. As stated above, Paragraph (2)(a)(ii) of the DHS Standard Term and Condition titled “Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act” will not apply even if the preliminary injunction is stayed, vacated, or extinguished.

Pursuant to the preliminary injunction order issued on November 21, 2025, in City of Chicago et al. v. Noem, et al., No. 25-CV-12765 (N.D. Ill.), the following terms and conditions do not apply to awards or subawards issued to any of the plaintiffs subject to the preliminary injunction order while the order remains in effect: (1) the DHS Standard Term and Condition titled " Federal 98 27 | Page
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Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act"; and (2) the DHS Standard Term and Condition titled " All Executive Orders Related to Grants". If the preliminary injunction is stayed, vacated, or extinguished, both terms will immediately become effective. As stated above, paragraph (2)(a)(ii) of the DHS Standard Term and Condition titled “Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act” will not apply even if the preliminary injunction is stayed, vacated, or extinguished.

Pursuant to the preliminary injunction order issued on October 31, 2025, in City of Seattle v.

Trump, et al., No. 2:25-cv-01435-BJR (W.D. Wa.), the following terms and conditions do not apply to awards or subawards issued to any of the plaintiffs subject to the preliminary injunction order while the order remains in effect: the DHS Standard Term and Condition titled " Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act ". If the preliminary injunction is stayed, vacated, or extinguished, the term will immediately become effective. As stated above, Paragraph (2)(a)(ii) of the DHS Standard Term and Condition titled “Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act” will not apply even if the preliminary injunction is stayed, vacated, or extinguished.

C. Financial Reporting Requirements
Recipients must report obligations and expenditures through a federal financial report. The Federal Financial Report (FFR) form, also known as Standard Form 425 (SF-425), is available online at: SF-425 OMB #4040-0014. A tutorial is available here under https://www.fema.gov/sites/default/files/documents/FEMA_GO_SF425_and_PPR_User_Guide_508.pdf Recipients must submit the FFR semi-annually throughout the Period of Performance (POP) as detailed below:

A. No later than July 30 (for the period Jan. 1 – June 30) B. No later than January 30 (for the period July 1 – Dec. 31) C. Within 120 days after the end of the Period of Performance The final FFR is due within 120 days after the end of the POP.

FEMA may withhold future federal awards and cash payments if the recipient does not submit timely financial reports, or the financial reports submitted demonstrate lack of progress or provide insufficient detail.

D. Programmatic Performance Reporting Requirements

1. A Performance Report must be submitted semi-annually throughout the POP. A tutorial is available
here: https://www.fema.gov/sites/default/files/documents/FEMA_GO_SF425_and_PPR_User_Guide_508.pdf

2. A Performance Report must include:
a. A brief narrative of overall project(s) status indicating progress toward project objectives;
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b. A summary of project expenditures;
c. A summary of any products from research activities;
d. A description of any potential issues that may affect project completion; and e. Other information specific to the Activities awarded.

3. The Performance Report must be submitted through FEMA GO.

4. Performance Report Due Dates
a. No later than July 30 (for the period Jan. 1 – June 30)

5. No later than January 30 (for the period July 1 – Dec. 31)] E. Closeout Reporting Requirements
Within 120 days after the end of the period of performance, or after an amendment has been issued to close out a federal award, recipients must submit the following:
• The final request for payment, if applicable.
• The final FFR.
• The final progress report detailing all accomplishments. • A qualitative narrative summary of the impact of those accomplishments throughout the period of performance.
• Other documents required by this NOFO, terms and conditions of the federal award, or other DHS Component guidance.

After FEMA approves these reports, it will issue a closeout notice. The notice will indicate the period of performance as closed, list any remaining funds to be de-obligated, and address the record maintenance requirement. Unless a longer period applies, such as due to an audit or litigation, for equipment or real property used beyond the period of performance, or due to other circumstances outlined in 2 C.F.R. § 200.334, this maintenance requirement is three years from the date of the final FFR.

Also, pass-through entities are responsible for closing out those subawards as described in 2 C.F.R. § 200.344; subrecipients are still required to submit closeout materials within 90 calendar days of the subaward period of performance end date. When a subrecipient completes all closeout requirements, pass-through entities must promptly complete all closeout actions in time for the recipient to submit all necessary documentation and information to FEMA during the closeout of their prime award. The recipient is responsible for returning any balances of unobligated or unliquidated funds that have been drawn down that are not authorized to be retained per 2 C.F.R. § 200.344(e).

A closeout tutorial is available here
https://www.fema.gov/sites/default/files/documents/fema_afg-closout-tutorial.pdf Administrative Closeout
Administrative closeout is a mechanism for FEMA to unilaterally execute closeout of an award if no activity is taken during the period of performance (submitting of reports, financial drawdowns). FEMA will use available award information in lieu of final recipient reports, per 2 100
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C.F.R. § 200.344(h)-(i). It is an activity of last resort, and if FEMA administratively closes an award, this may negatively impact a recipient’s ability to obtain future funding.

Additional Reporting Requirements
Anytime there is a chance in personnel for any of the awardees and/or subrecipients, their information needs to be submitted for approval (all the previous personal information identified).

F. Disclosing Information per 2 C.F.R. § 180.335
Before entering into a federal award, the applicant must notify FEMA if it knows that the applicant or any of the principals (as defined at 2 C.F.R. § 180.995) for the federal award:

1. Are presently excluded or disqualified;

2. Have been convicted within the preceding three years of any of the offenses listed in § 180.800(a) or had a civil judgment rendered against you for one of those offenses within that time period;

3. Are presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with the commission of any of the offenses listed in § 180.800(a); or

4. Have had one or more public transactions (Federal, State, or local) terminated within the preceding three years for cause or default.

This is requirement is fully described in 2 C.F.R. §180.335.

Additionally, 2 C.F.R. § 180.350 requires recipients to provide immediate notice to FEMA at any time after entering a federal award if:

1. The recipient learns that either it failed to earlier disclose information as required by 2 C.F.R. § 180.335;

2. Due to changed circumstances, the applicant or any of the principals for the federal award now meet the criteria at 2 C.F.R. § 180.335 listed above.

G. Reporting of Matters Related to Recipient Integrity and Performance Appendix XII to 2 C.F.R. Part 200 states the terms and conditions for recipient integrity and performance matters used for this funding opportunity.

If the total value of all active federal grants, cooperative agreements, and procurement contracts for a recipient exceeds $10,000,000 at any time during the period of performance:

1. The recipient must maintain the currency of information reported in SAM.gov about civil, criminal, or administrative proceedings described in paragraph 2 of Appendix XII;

2. The required reporting frequency is described in paragraph 4 of Appendix XII.

H. Single Audit Report
Any non-Federal entity that must be audited (as defined by 2 C.F.R. § 200.1) during its fiscal year must undergo an audit. This may be either a single audit complying with 2 C.F.R. § 200.514 or a program-specific audit complying with 2 C.F.R. §§ 200.501 and 2 C.F.R. §§ 200.507. 101
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Audits must follow 2 C.F.R. Part 200, Subpart F, 2 C.F.R. § 200.501, and the U.S. Government Accountability Office (GAO) Generally Accepted Government Auditing Standards.

I. Monitoring and Oversight
Per 2 C.F.R. § 200.337, DHS and its authorized representatives have the right of access to any records of the recipient or subrecipient pertinent to a Federal award to perform audits, site visits, and any other official use. The right also includes timely and reasonable access to the recipient’s or subrecipient’s personnel for the purpose of interview and discussion related to such documents or the Federal award in general.

Pursuant to this right and per 2 C.F.R. § 200.329, DHS may conduct desk reviews and make site visits to review and evaluate project accomplishments and management control systems as well as provide any required technical assistance. Recipients and subrecipients must respond in a timely and accurate manner to DHS requests for information relating to a federal award.

J. Program Evaluation
Title I of the Foundations for Evidence-Based Policymaking Act of 2018, Pub. L. No. 115-435 (2019) (Evidence Act), PUBL435.PS urges federal agencies to use program evaluation as a critical tool to learn, improve delivery, and elevate program service and delivery across the program lifecycle. Evaluation means “an assessment using systematic data collection and analysis of one or more programs, policies, and organizations intended to assess their effectiveness and efficiency.” Evidence Act, § 101 (codified at 5 U.S.C. § 311). OMB A-11, Section 290 (Evaluation and Evidence-Building Activities) further outlines the standards and practices for evaluation activities. Federal agencies are required to specify any requirements for recipient participation in program evaluation activities (2 C.F.R. § 200.301). Program evaluation activities incorporated from the outset in the NOFO and program design and implementation allow recipients and agencies to meaningfully document and measure progress and achievement towards program goals and objectives, and identify program outcomes and lessons learned, as part of demonstrating recipient performance (2 C.F.R. § 200.301).

As such, recipients and subrecipients are required to participate in a Program Office (PO) or a DHS Component-led evaluation, if selected. This may be carried out by a third-party on behalf of the PO or the DHS Component. Such an evaluation may involve information collections including but not limited to, records of the recipients; surveys, interviews, or discussions with individuals who benefit from the federal award, program operating personnel, and award recipients; and site visits or other observation of recipient activities, as specified in a DHS Component or PO-approved evaluation plan. More details about evaluation requirements may be provided in the federal award, if available at that time, or following the award as evaluation requirements are finalized. Evaluation costs incurred during the period of performance are allowable costs (either as direct or indirect) in accordance with 2 C.F.R. § 200.413.

Recipients and subrecipients are also encouraged, but not required, to participate in any additional evaluations after the period of performance ends, although any costs incurred to participate in such evaluations are not allowable and may not be charged to the federal award.

K. Additional Performance Reporting Requirements
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Not applicable
L. Termination of Federal Award
The FY 2026 DHS Standard Terms and Conditions sets forth a term and condition entitled “Termination of a Federal Award”. The termination provision condition listed below applies to the grant award and the “Termination of a Federal Award” term and condition in the FY 2026 DHS Standard Terms and Conditions does not.

Termination of the Federal Award by FEMA
FEMA may terminate the federal award in whole or in part for one of the following reasons:
a. If the recipient or subrecipient fails to comply with the terms and conditions of the federal award.
b. With the consent of the recipient, in which case FEMA and the recipient must agree upon the termination conditions. These conditions include the effective date and, in the case of partial termination, the portion to be terminated.
c. If the federal award no longer effectuates the program goals or agency priorities. Under this provision, FEMA may terminate the award for these purposes if any of the following reasons apply:
i. If DHS/FEMA, in its sole discretion, determines that a specific award objective is ineffective at achieving program goals as described in this NOFO; ii. If DHS/FEMA, in its sole discretion, determines that an objective of the award as described in this NOFO will be ineffective at achieving program goals or agency priorities;
iii. If DHS/FEMA, in its sole discretion, determines that the design of the grant program is flawed relative to program goals or agency priorities; iv. If DHS/FEMA, in its sole discretion, determines that the grant program is not aligned to either the DHS Strategic Plan, the FEMA Strategic Plan, or successor policies or documents;
v. If DHS/FEMA, in its sole discretion, changes or re-evaluates the goals or priorities of the grant program and determines that the award will be ineffective at achieving the updated program goals or agency priorities; or
vi. For other reasons based on program goals or agency priorities described in the termination notice provided to the recipient pursuant to 2 C.F.R. § 200.341. vii. If the awardee falls out of compliance with the Agency’s statutory or regulatory authority, award terms and conditions, or other applicable laws. d. For convenience, including, but not limited to, when the award no longer advances agency priorities or the national interest.
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1. Termination of a Subaward by the Pass-Through Entity The pass-through entity may terminate a subaward in whole or in part for one of the following reasons identified in 2 C.F.R. § 200.340:
a. If the subrecipient fails to comply with the terms and conditions of the federal award. b. With the consent of the subrecipient, in which case the pass-through entity and the subrecipient must agree upon the termination conditions. These conditions include the effective date and, in the case of partial termination, the portion to be terminated. c. If the pass-through entity’s award has been terminated the pass-through recipient will terminate its subawards.

2. Termination by the Recipient or Subrecipient
The recipient or subrecipient may terminate the federal award in whole or in part for the following reason identified in 2 C.F.R. § 200.340: Upon sending FEMA or pass-through entity a written notification of the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if FEMA or pass-through entity determines that the remaining portion of the federal award will not accomplish the purposes for which the federal award was made, FEMA or pass-through entity may terminate the federal award in its entirety.

3. Impacts of Termination
a. When FEMA terminates the federal award prior to the end of the period of performance due to the recipient’s material failure to comply with the terms and conditions of the federal award, FEMA will report the termination in SAM.gov in the manner described at 2 C.F.R. § 200.340(c).
b. When the federal award is terminated in part or its entirety, FEMA or pass-through entity and recipient or subrecipient remain responsible for compliance with the requirements in 2 C.F.R. §§ 200.344 and § 200.345.

4. Notification Requirements
a. FEMA must provide written notice of the termination in a manner consistent with 2 C.F.R. § 200.341. The federal award will be terminated on the date of the notification unless stated otherwise in the notification.

5. Opportunities to Object and Appeal
a. Where applicable, when FEMA terminates the federal award, the written notification of termination will provide the opportunity and describe the process to object and provide information challenging the action, pursuant to 2 C.F.R. § 200.342.

6. Effects of Suspension and Termination
a. The allowability of costs to the recipient or subrecipient resulting from financial obligations incurred by the recipient or subrecipient during a suspension or after the termination of a federal award are subject to 2 C.F.R. 200.343. 104
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M. Best Practices
While not a requirement in the DHS Standard Terms and Conditions, as a best practice: Entities receiving funds through this program should ensure that cybersecurity is integrated into the design, development, operation, and maintenance of investments that impact information technology (IT) and/ or operational technology (OT) systems. Additionally, “The recipient and subrecipient must take reasonable cybersecurity and other measures to safeguard information including protected personally identifiable information (PII) and other types of information.” 2 C.F.R. § 200.303(e).

N. Payment Information
Recipients will submit payment requests in FEMA GO for FY 2025 awards under this program.

Instructions to Grant Recipients Pursuing Payments
FEMA reviews all grant payments and obligations to ensure allowability in accordance with 2 C.F.R.  § 200.305.  These measures ensure funds are disbursed appropriately while continuing to support and prioritize communities who rely on FEMA for assistance. Once a recipient submits a payment request, FEMA will review the request. If FEMA approves a payment, recipients will be notified by FEMA GO and the payment will be delivered pursuant to the recipients SAM.gov financial information. If FEMA disapproves a payment, FEMA will inform the recipient.

Processing and Payment Timeline
FEMA must comply with regulations governing payments to grant recipients. See 2 C.F.R. § 200.305. For grant recipients other than States, 2 C.F.R. § 200.305(b)(3) stipulates that FEMA is to make payments on a reimbursement basis within 30 days after receipt of the payment request, unless FEMA reasonably believes the request to be improper. For state recipients, 2 C.F.R. § 200.305(a) instructs that federal grant payments are governed by Treasury-State Cash Management Improvement Act (CMIA) agreements ("Treasury-State agreement") and default procedures codified at 31 C.F.R. part 205 and Treasury Financial Manual (TFM) 4A-2000, "Overall Disbursing Rules for All Federal Agencies." See 2 C.F.R. § 200.305(a).

Treasury-State agreements generally apply to "major federal assistance programs” that are governed by 31 C.F.R. part 205, subpart A and are identified in the Treasury-State agreement. 31 C.F.R. §§ 205.2, 205.6. Where a federal assistance (grant) program is not governed by subpart A, payment and funds transfers from FEMA to the state are subject to 31 C.F.R. part 205, subpart B.

Subpart B requires FEMA to "limit a funds transfer to a state to the minimum amounts needed by the state and must time the disbursement to be in accord with the actual, immediate cash requirements of the state in carrying out a federal assistance program or project. The timing and amount of funds transfers must be as close as is administratively feasible to a state's actual cash outlay for direct program costs and the proportionate share of any allowable indirect costs." 31 C.F.R. § 205.33(a). Nearly all FEMA grants are not “major federal assistance programs.” As a result, payments to states for those grants are subject to the "default” rules of 31 C.F.R. part 205, subpart B.
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If additional information is needed, a request for information will be issued by FEMA to the recipient; recipients are strongly encouraged to respond to any additional FEMA request for information inquiries within three business days. If an adequate response is not received, the request may be denied, and the entity may need to submit a new reimbursement request; this will re-start the 30-day timeline.

Submission Process
All non-disaster grant program reimbursement requests must be reviewed and approved by FEMA prior to drawdowns.

For all non-disaster reimbursement requests (regardless of system), please ensure submittal of the following information:

1. Grant ID / Award Number

2. Total amount requested for drawdown

3. Purpose of drawdown and timeframe covered (must be within the award performance period)

4. Subrecipient Funding Details (if applicable).

5. Is funding provided directly or indirectly to a subrecipient? a. If no, include statement “This grant funding is not being directed to a subrecipient.”

6. If yes, provide the following details:
a. The name, mission statement, and purpose of each subrecipient receiving funds, along with the amount allocated and the specific role or activity being reimbursed. b. Whether the subrecipient’s work or mission involves supporting aliens, regardless of whether FEMA funds support such activities.
c. Whether the payment request includes an activity involving support to aliens. d. Whether the subrecipient has any diversity, equity, and inclusion practices.3 3 Pursuant to the preliminary injunction order issued on November 21, 2025, in County of Santa Clara et al. v.

Noem, et al., No. 25-cv-08330-WHO (N.D. Cal.),  the DHS Standard Term and Condition titled "Federal AntiDiscrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act" does not apply to awards or subawards issued to any of the plaintiffs subject to the preliminary injunction order while the order remains in effect. If the preliminary injunction is stayed, vacated, or extinguished, the term will immediately become effective.

Pursuant to the preliminary injunction order issued on November 21, 2025, in City of Chicago et al. v. Noem, et al., No. 25-CV-12765 (N.D. Ill.), the DHS Standard Term and Condition titled "Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act" does not apply to awards or subawards issued to any of the plaintiffs subject to the preliminary injunction order while the order remains in effect.

If the preliminary injunction is stayed, vacated, or extinguished, the term will immediately become effective.

Pursuant to the preliminary injunction order issued on October 31, 2025, in City of Seattle v. Trump, et al., No. 2:25-cv-01435-BJR (W.D. Wa.), the DHS Standard Term and Condition titled "Anti-Discrimination" does not apply 106
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7. Supporting documentation to demonstrate that expenses are allowable, allocable, reasonable, and necessary under 2 CFR part 200 and in compliance with the grant’s NOFO, award terms, and applicable federal regulations.

All non-disaster grant program reimbursement requests must be reviewed and approved by FEMA prior to drawdowns.

O. Immigration Conditions
The term titled “Communication and Cooperation with the Department of Homeland Security and Immigration Officials” and paragraph (2)(a)(ii) of the term titled “Federal AntiDiscrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act” in the FY 2026 DHS Standard Terms and Conditions do not apply to any federal award under this funding opportunity.

10. Other Information
A. Period of Performance Extension
Extensions to the Period of Performance (POP) for this program are allowed.

Extensions to the POP identified in the award will only be considered through formal, written requests via FEMA GO and must contain specific and compelling justifications as to why an extension is required. Recipients are advised to coordinate with the FEMA Fire Program Specialist or Program Analyst as needed when preparing an extension request. Recipients should request extensions only under exceptional circumstances. Approval is not guaranteed. AFG grants with a two-year POP are not expected to need an extension, except for vehicle/apparatus awards.

Extension requests will be granted only due to compelling legal, policy, or operational challenges. Extension requests will only be considered for the following reasons:

1. Contractual commitments by the recipient or subrecipient with vendors prevent completion of the project, including delivery of equipment or services, within the existing POP;
to awards or subawards issued to any of the plaintiffs subject to the preliminary injunction order while the order remains in effect. If the preliminary injunction is stayed, vacated, or extinguished, the term will immediately become effective.

As stated above, Paragraph(2)(a)(ii) of the DHS Standard Term and Condition titled "Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act" will not apply even if any of these preliminary injunctions are stayed, vacated, or extinguished. 107
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2. The project must undergo a complex environmental review that cannot be completed within the existing POP;

3. Projects are long-term by design, and therefore acceleration would compromise core programmatic goals; or

4. Where other special or extenuating circumstances exist.

Recipients must submit all proposed extension requests to FEMA for review and approval at least 120 days prior to the end of the POP to allow sufficient processing time. The review process can take up to 30 calendar days or longer. Recipients should factor this review period into the timing of when to submit a request for an extension. Extensions are typically granted for no more than six-months.

All extension requests must address the following:

1. The grant program, fiscal year, and award number;

2. Reason for the delay –including details of the legal, policy, or operational challenges that prevent the final outlay of awarded funds by the deadline;

3. Current status of the activity or activities;

4. Approved POP termination date and new project completion date;

5. Amount of funds drawn down to date;

6. Remaining available funds, both federal and, if applicable, non-federal;

7. Budget outlining how remaining federal and, if applicable, non-federal funds will be expended;

8. Plan for completion, including milestones and timeframes for achieving each milestone and the position or person responsible for implementing the plan for completion; and

9. Certification that the activity or activities will be completed within the extended POP without any modification to the original statement of work, as described in the original statement of work and as approved by FEMA.

B. Other Information
a. Environmental Planning and Historic Preservation (EHP) Compliance FEMA is required to consider effects of its actions on the environment and historic properties to ensure that activities, grants and programs funded by FEMA, comply with federal EHP laws, Executive Orders, regulations, and policies.

Recipients and subrecipients proposing projects with the potential to impact the environment or cultural resources, such as the modification or renovation of existing buildings, structures, and facilities, and/or new construction and/or replacement of buildings, structures, and facilities, must participate in the FEMA EHP review process. This includes conducting early engagement to help identify EHP resources, such as threatened or endangered species, historic properties, or communities with environmental justice concerns; submitting a detailed project description with supporting documentation to determine whether the proposed project has the potential to impact EHP resources; and, identifying mitigation measures and/or alternative courses of action that may lessen impacts to those resources.

FEMA is sometimes required to consult with other regulatory agencies and the public in order to complete the review process. Federal law requires EHP review to be completed before federal 108
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funds are released to carry out proposed projects. FEMA may not be able to fund projects that are not in compliance with applicable EHP laws, Executive Orders, regulations, and policies.

FEMA may recommend mitigation measures and/or alternative courses of action to lessen impacts to EHP resources and bring the project into EHP compliance.

EHP guidance is found at Environmental Planning and Historic Preservation. The site contains links to documents identifying agency EHP responsibilities and program requirements, such as implementation of the National Environmental Policy Act and other EHP laws, regulations, and Executive Orders. DHS and FEMA EHP policy is also found in the EHP Directive & Instruction.

All FEMA actions, including grants, must comply with National Flood Insurance Program (NFIP) criteria or any more restrictive federal, state, or local floodplain management standards (44 C.F.R. § 9.11(d)(6)). For actions located within, or that may affect, a floodplain or wetland, the following alternatives must be considered: a) no action; b) alternative locations; and c) alternative actions, including alternative actions that use natural features or nature-based solutions. Where possible, natural features and nature-based solutions shall be used. If not practicable as an alternative on their own, natural features and nature-based solutions may be incorporated into actions as minimization measures.

The GPD EHP screening form is located at
https://www.fema.gov/sites/default/files/documents/fema_ehp-screening_form_ff-207-fy-21- 100_5-26-2021.pdf.

Additionally, all recipients under this funding opportunity are required to comply with the FEMA GPD EHP Policy Guidance, FEMA Policy #108-1.
https://www.fema.gov/sites/default/files/documents/fema_gpd-dhp-policy-guidance.pdf b. Procurement Integrity
When purchasing under a FEMA award, recipients and subrecipients must comply with the federal procurement standards in 2 C.F.R. §§ 200.317 – 200.327. To assist with determining whether an action is a procurement or instead a subaward, please consult 2 C.F.R. § 200.331.

For detailed guidance on the federal procurement standards, recipients and subrecipients should refer to various materials issued by FEMA’s Procurement Disaster Assistance Team (PDAT), such as the Procurement Under Grants (PUG) Manual and Contract Provisions Guide. Additional resources, including a schedule of upcoming trainings can be found on the PDAT Website:
https://www.fema.gov/grants/procurement.

Under 2 C.F.R. § 200.317, when procuring property and services under a federal award, states (including territories) and tribal governments must follow the same policies and procedures they use for procurements from their non-federal funds; additionally, states and tribal governments must now follow 2 C.F.R. § 200.321 regarding socioeconomic steps, 200.322 regarding domestic preferences for Procurements and 2 C.F.R. § 200.327 regarding required contract provisions.

States, but not tribal governments, must also follow 200.323 regarding procurement of recovered materials.

Local government and nonprofit recipients or subrecipients must have and use their own documented procurement procedures that reflect applicable State, Local, Tribal, and Territorial 109
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(SLTT) laws and regulations, provided that the procurements conform to applicable federal law and the standards identified in 2 C.F.R. Part 200.

1. Important Changes to Procurement Standards in 2 C.F.R. Part 200 On April 22, 2024, OMB revised parts of Title 2 of the Code of Federal Regulations, including procurement standards. These updates apply to all FEMA awards with a federal award date or disaster declaration date on or after October 1, 2024, unless stated otherwise. The revisions include changes to federal procurement standards, which outline how FEMA award recipients and subrecipients must make purchases under a FEMA award.

More information on OMB’s revisions to the federal procurement standards can be found in Purchasing Under a FEMA Award.

2. Competition and Conflicts of Interest
Under 2 C.F.R. § 200.319(b), local government and nonprofit recipients or subrecipients must exclude contractors who develop or draft specifications, requirements, statements of work, or invitations for bids from competing for those procurements. FEMA considers these activities an organizational conflict of interest and extends this restriction to contractors who assist in preparing grant applications, project plans, or project budgets. Additionally, former employees are prohibited from managing the grant or executing a contract if they were involved in these activities while employed by the recipient or subrecipient.

Under this prohibition, federal funds cannot be used to pay a contractor to execute work if that contractor was also involved in developing the specifications, unless the recipient or subrecipient procured a contract for both development and execution in compliance with 2 C.F.R. §§ 200.317–200.327. This rule applies to all contracts funded with federal grant funds, including pre-award costs, such as grant writer fees, and post-award costs, such as grant management fees.

In addition to organizational conflicts of interest, situations considered to be restrictive of competition include, but are not limited to:
• Placing unreasonable requirements on firms for them to qualify to do business; • Requiring unnecessary experience and excessive bonding; • Noncompetitive pricing practices between firms or between affiliated companies; • Noncompetitive contracts to consultants that are on retainer contracts; • Specifying only a “brand name” product instead of allowing “an equal” product to be offered and describing the performance or other relevant requirements of the procurement; and
• Any arbitrary action in the procurement process.

Under 2 C.F.R. § 200.318(c)(1), local government and nonprofit recipients or subrecipients are required to maintain written standards of conduct covering conflicts of interest and governing the actions of their employees engaged in the selection, award, and administration of contracts. No employee, officer, agent, or board member with a real or apparent conflict of interest may participate in the selection, award, or administration of a contract supported by the Federal 110
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award. A conflict of interest includes when the employee, officer, agent, or board member, any member of their immediate family, their partner, or an organization that employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from an entity considered for a contract. An employee, officer, agent, and board member of the recipient or subrecipient may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors. However, the recipient or subrecipient may set standards for situations where the financial interest is not substantial or a gift is an unsolicited item of nominal value. The recipient's or subrecipient's standards of conduct must also provide for disciplinary actions to be applied for violations by its employees, officers, agents, or board members.

Under 2 C.F.R. 200.318(c)(2), if the local government and nonprofit recipient or subrecipient has a parent, affiliate, or subsidiary organization that is not a SLTT government, the recipient or subrecipient must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflict of interest means that because of a relationship with a parent company, affiliate, or subsidiary organization, the recipient or subrecipient is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization.

The recipient or subrecipient must disclose in writing any potential conflicts of interest to FEMA or the pass-through entity in accordance with applicable FEMA policy.

3. Supply Schedules and Purchasing Programs
Generally, a recipient or subrecipient may seek to procure goods or services from a federal supply schedule, state supply schedule, or group purchasing agreement.

Information about General Services Administration (GSA) programs for state, local, and tribal governments, and their instrumentalities, can be found at Programs for state and local governments and authorized organizations and help for state, local, and tribal governments to make MAS buys | GSA.

4. Procurement Documentation
Per 2 C.F.R. § 200.318(i), local government and nonprofit recipients or subrecipients are required to maintain and retain records sufficient to detail the history of procurement covering at least the rationale for the procurement method, selection of contract type, contractor selection or rejection, and the basis for the contract price. States and tribal governments are reminded that in order for any cost to be allowable, it must be adequately documented per 2 C.F.R. § 200.403(g).

Examples of the types of documents that would cover this information include, but are not limited to:
• Solicitation documentation, such as requests for quotes, invitations for bids, or requests for proposals;
• Responses to solicitations, such as quotes, bids, or proposals; • Pre-solicitation independent cost estimates and post-solicitation cost/price analyses on file for review by federal personnel, if applicable;
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• Contract documents and amendments, including required contract provisions; and • Other documents required by federal regulations applicable at the time a grant is awarded to a recipient.
c. Financial Assistance Programs for Infrastructure

1. Build America, Buy America Act
Recipients and subrecipients must comply with FEMA’s implementation requirements of the Build America, Buy America Act (BABAA), which was enacted as part of the Infrastructure Investment and Jobs Act §§ 70901-70927, Pub. L. No. 117-58 (2021); and Executive Order 14005, Ensuring the Future is Made in All of America by All of America’s Workers. See also 2 C.F.R. Part 184, Buy America Preferences for Infrastructure Projects and Office of Management and Budget (OMB), Memorandum M-24-02, Implementation Guidance on Application of Buy America Preference in Federal Financial Assistance Programs for Infrastructure.

None of the funds provided under this program may be used for a project for infrastructure unless the iron and steel, manufactured products, and construction materials used in that infrastructure are produced in the United States.

The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project.

To see whether a particular FEMA federal financial assistance program is considered an infrastructure program and thus required to implement FEMA’s Build America, Buy America requirements, please see Programs and Definitions: Build America, Buy America Act | FEMA.gov.

2. Waivers
When necessary, recipients (and subrecipients through their pass-through entity) may apply for, and FEMA may grant, a waiver from these requirements.

A waiver of the domestic content procurement preference may be granted by the agency awarding official if FEMA determines that:
• Applying the domestic content procurement preference would be inconsistent with the public interest, or
• The types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality, or
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• The inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25%.

The process for requesting a waiver from the Buy America preference requirements can be found on FEMA’s website at: "Buy America" Preference in FEMA Financial Assistance Programs for Infrastructure | FEMA.gov.

3. Definitions
For definitions of the key terms of the Build America, Buy America Act, please visit Programs and Definitions: Build America, Buy America Act | FEMA.gov. d. Mandatory Disclosures
The non-Federal entity or applicant for a federal award must disclose, in a timely manner, in writing to the federal awarding agency or pass-through entity all violations of federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award, 2 C.F.R. § 200.113.
e. Adaptive Support
Pursuant to Section 504, of the Rehabilitation Act of 1973 , recipients of FEMA financial assistance must ensure that their programs and activities do not discriminate against qualified individuals with disabilities.
f. Record Retention

1. Record Retention Period
Financial records, supporting documents, statistical records, and all other non-Federal entity records pertinent to a Federal award generally must be maintained for at least three years from the date the final FFR is submitted. See 2 C.F.R. §200.334. Further, if the recipient does not submit a final FFR and the award is administratively closed, FEMA uses the date of administrative closeout as the start of the general record retention period.

The record retention period may be longer than three years or have a different start date in certain cases.

2. Types of Records to Retain
FEMA requires that recipients and subrecipients maintain the following documentation for federally funded purchases:
• Specifications
• Solicitations
• Competitive quotes or proposals
• Basis for selection decisions
• Purchase orders
• Contracts
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• Invoices
• Cancelled checks
h. Actions to Address Noncompliance
Non-federal entities receiving financial assistance funding from FEMA are required to comply with requirements in the terms and conditions of their awards or subawards, including the terms set forth in applicable federal statutes, regulations, NOFOs, and policies. Throughout the award lifecycle or even after an award has been closed, FEMA or the pass-through entity may discover potential or actual noncompliance on the part of a recipient or subrecipient.

In the case of any potential or actual noncompliance, FEMA may place specific conditions on an award per 2 C.F.R. §§ 200.208 and 200.339. FEMA may place a hold on funds until the matter is corrected, or additional information is provided per 2 C.F.R. § 200.339, or it may do both.

Similar remedies for noncompliance with certain federal civil rights laws are authorized pursuant to 44 C.F.R. Parts 7 and 19 or other applicable regulations.

If the noncompliance is not able to be corrected by imposing additional conditions or the recipient or subrecipient refuses to correct the matter, FEMA may take other remedies allowed under 2 C.F.R. § 200.339.
i. Audits
FEMA grant recipients are subject to audit oversight from multiple entities including the DHS OIG, the GAO, the pass-through entity, or independent auditing firms for single audits, and may cover activities and costs incurred under the award. Auditing agencies such as the DHS OIG, the GAO, and the pass-through entity (if applicable), and FEMA in its oversight capacity, must have access to records pertaining to the FEMA award.

11. Appendices
A. Appendix A – Changes
Appendix A contains a brief list of changes between FY 2024 and FY 2025 to the AFG Program.

Changes to the FY 2025 AFG NOFO include:

1. Under Wellness and Fitness Activity: Priority 1 programs are now designated as High Priority, while Priority 2 programs are designated as Medium Priority.

2. Under Wellness and Fitness Activities: ineligible participants have been updated to anyone other than fire personnel, fire inspector, or EMS personnel.

3. Excess Funds restrictions have been updated.

4. Period of performance extensions and amendment requirements have been updated.

5. Props (single-use or permanent) essential for training programs requested in the application cannot exceed $100,000 for Operations and Safety.

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Appendix B contains details on AFG Program information and priorities. Reviewing this information may help applicants make their application(s) more competitive.

1. Applicants sharing facilities:

Fire departments and nonaffiliated EMS organizations are recognized as distinct entities for AFG eligibility if they have distinct funding streams, personnel rosters, and EINs, even if they share the same facilities. Such entities sharing facilities may submit separate applications. However, applications to fund the same activity may require a review by FEMA to prevent the duplication of benefits.

2. Ineligible Applications and/or Organizations:

Examples of ineligible applications and/or organizations include:
• Nonaffiliated EMS organization requests for any activity that is specific or unique to structural/proximity/wildfire firefighting gear.
• Fire departments that are a federal government entity, or contracted by the federal government, and are solely responsible under a formally recognized agreement for suppression of fires on federal installations or land.
• Fire departments or nonaffiliated EMS organizations that are not independent entities but are part of, controlled by, or under the day-to-day operational command and control of a larger department, agency or AHJ.
• However, if a fire department is considered to be the same legal entity as a municipality or other governmental organization, and otherwise meets the eligibility criteria, that municipality or other governmental organization may apply on behalf of that fire department as long as the application clearly states that the fire department is considered part of the same legal entity.
• Fire-based EMS organization applying as a nonaffiliated EMS organization. • Auxiliaries, hospitals, or fire service associations or interest organizations that are not the AHJ over the applicant.
• Dive teams, search and rescue squads, or similar organizations that do not provide medical transport.
• Fire departments, regional, or nonaffiliated EMS organizations that are for profit. • State or local agencies, or subsets of any governmental entity, or any authority that do not meet the requirements as defined by 15 U.S.C. §2229 (a), (c). • Submitting multiple applications for the same equipment or activity (e.g., SCBA under both Regional and Operations and Safety activities, or two applications for the same vehicle) may result in disqualification of both applications. This rule does not apply if an applicant is applying on behalf of multiple agencies (e.g., fire departments within the same county or city). In such cases, the applicant can request similar equipment, as long as the application clearly specifies the equipment and quantities for each agency.

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Eligible Fire Department and nonaffiliated EMS applicants may submit only one application for each of the following application types: Individual Operations and Safety, Individual Vehicle, Regional Operations and Safety, and Regional Vehicle.
• For Operations and Safety applications, applicants may request multiple activities and multiple items within each activity.
• For Vehicle applications, applicants may submit one application for a vehicle activity (or activities) for their department and a separate application for a Regional vehicle.

However, the same vehicle(s) cannot be requested in both applications.

All duplicate application submissions may be disqualified.

Supporting Definitions for this NOFO:

Authority having Jurisdiction (AHJ) is an organization, office, or individual responsible for enforcing the requirements of a code or standard, or for approving equipment, materials, and installation, or a procedure (Per NFPA 101, 2021 Edition: Life Safety Code).

Automatic Aid is a plan developed between two or more fire departments for immediate joint response on first alarms (Per NFPA 1710, 2020 Edition and NFPA 1720, 2020 Edition).

Career Fire Department, as defined in 15 U.S.C. § 2229, means a fire department that has an all-paid force of firefighting personnel other than paid-on-call firefighters.

Combination Fire Department, as defined in 15 U.S.C. § 2229, means a fire department that has paid firefighting personnel and volunteer firefighting personnel. FEMA considers a fire department with firefighting personnel paid a stipend, regardless of the amount, on a per event basis, or paid on-call, to be a combination fire department. This includes non-fire emergency medical service personnel of the department.

Firefighting Personnel, as defined in 15 U.S.C. § 2229, means individuals, including volunteers, who are firefighters, officers of fire departments, or emergency medical service personnel of fire departments.

Mutual Aid is a written intergovernmental agreement between agencies and/or jurisdictions stating that they will assist one another on request by furnishing personnel, equipment, and/or expertise in a specified manner (NFPA 1710 Standard for the Organization and Deployment of Fire Suppression Operations, Emergency Medical Operations, and Special Operations to the Public by Career Fire Departments, 2016 and 2020 edition; and NFPA 1720 Standard for the Organization and Deployment of Fire Suppression Operations, Emergency Medical Operations, and Special Operations to the Public by Volunteer Fire Departments, 2020 Edition).

Metro Department is a metropolitan fire department that has a minimum staffing of 350 career firefighters as defined by the International Association of Fire Chiefs (IAFC). DHS/FEMA collects information on metro departments for statistical purposes only. Status as a metro department is not a factor in scoring or funding.
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Non-federal airport and/or port authority fire or EMS organizations: are eligible only if they have a formally recognized arrangement with the local jurisdiction to provide fire suppression or emergency medical services on a first-due basis outside the confines of the airport or port facilities. Airport or port authority fire and EMS organizations whose sole responsibility is suppression of fires or EMS response on the airport grounds or port facilities are not eligible for funding under the AFG Program.

Primary First Due is a geographic area surrounding a fire station in which a company from that station is projected to be first to arrive on the scene of an incident.

State Fire Training Academies: A SFTA must be designated either by legislation or by a governor’s declaration as the sole fire service training agency within a state, territory, or the District of Columbia and recognized by the National Fire Academy. The designated SFTA shall be the only agency, bureau, division or entity within that state, territory, or the District of Columbia, to be an eligible SFTA applicant under the AFG Program.

Volunteer Fire Department, as defined in 15 U.S.C. § 2229, means a fire department that has an all-volunteer force of firefighting personnel that do not receive any compensation (does not include length of service award programs).

Community Classifications:

The information provided by the applicant organization in the Applicant Characteristics and Community Description sections of the AFG Program application determines whether FEMA classifies the jurisdiction as urban, suburban, or rural. This community classification influences the funding priority for the application.

The US Census Bureau’s urban/suburban/rural classifications are fundamentally a delineation of geographical areas. For more information, please visit the Census website at Urban and Rural.

FY 2025 demographics for determining urban, suburban, or rural include:

Community Urban Suburban Rural
Population of
primary first due
response area
>3,000 sq. mi. or
50,000+ Population
1,000-2,999/sq. mi.
or
25,000-50,000
Population
0-999/sq. mi. or
<25,000 Population
Water Supply (% of
primary first due
response area
covered by hydrant
service)
75-100% hydrants
(municipal water) 50-74% hydrants  <50% hydrants
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Land Use within
primary first due
response area
<25% for agriculture
(based on zoning)
>50% industrial and
commercial
combined
25%-49% used for
agriculture (based on
zoning)
25%-49% industrial
and commercial
combined
>50% used for
agriculture (based on
zoning)
<25% industrial and
commercial combined
Square miles within
primary first due
response area per
station
<3 sq. mi. per station 3-9 sq. mi. per
station >10 sq. mi. per station
Applicants should review the funding priorities in Appendix B of this NOFO, categorized as "High," "Medium," or "Low." FEMA prioritizes funding for "High" priority items first.

Requesting "Medium" or "Low" priority items may lower the overall application score. For Operations and Safety – Equipment, only "High" priority items will be considered for funding.

Restrictions on Uses of Award Funds:

AFG Program funds cannot be used for hiring (part-time or full-time), salaries, benefits, or fringe benefits (e.g., contributions for social security, insurance, workers’ compensation, or retirement plans) for any personnel. However, the following personnel-related expenses are allowable:
• Backfill and Overtime/Lost Wages: Documented costs for backfill and/or overtime to support awarded training activities are eligible.
• Instructor Rates: Applicants must include instructor base rates in the application narrative, along with market-researched competitive rates for delivering the requested training.
• Internal Instruction: If training is provided by an existing member of the recipient organization, only the established base rate of compensation (excluding benefits or overtime) is eligible for reimbursement.

Recipients are encouraged to share the benefits of awarded activities with other organizations, such as filling SCBA cylinders, cleaning turnout gear, or offering excess training capacity. If costs associated with shared benefits (e.g., backfill, overtime, tuition) for members outside the recipient’s department are included, the applicant must apply as a regional applicant.

Activity Alignment:

Items requested under Additional Funding must align with the same Activity area as the primary request. Improper requests with misaligned items may be disqualified.

Allowable Requests:
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• Rapid Intervention Team (RIT) Packs: May be requested under the PPE activity if supporting an SCBA request. If not supporting an SCBA request, RIT packs must be requested under the Equipment activity.
• PPE Gear Bags: Eligible under the PPE activity only when associated with a PPE gear request.
• Air Compressor/Fill Station/Cascade Systems (Fixed or Mobile): May be requested under the PPE activity in support of a Regional SCBA request. If not supporting an SCBA request, these items must be requested under the Equipment activity. • PPE Gear Washer/Extractor/Dryer: May be requested under the PPE activity in support of a PPE gear request. If not supporting a PPE gear request, these items must be requested under the Equipment activity.

Application Requirements:
• Dropdown Selection: Items must be requested using the appropriate individual item dropdowns in the application. For example, nozzles and appliances should be requested under the "Appliance(s)/Nozzle(s)" option, not under the "hose (Attack/Supply)" dropdown.
• Bundled Requests: Bundled item requests must include detailed information on the number of units and cost per individual component. Requests without these details will not be considered for funding.

Funding Priorities: Operations and Safety – Training
Overview FEMA has determined that hands-on, instructor-led training, which adheres to a national, state, or DHS-adopted standard and leads to a national or state certification, offers the greatest training benefit. All of the following are considerations in pre-scoring and peer review determinations: High (H), Medium (M), Low (L)
Fire Department, Regional, and SFTA Training Priorities by Purpose H Training evaluated using national or state standards
H Training that brings a department into compliance with recommended NFPA or other national standards
H Instructor-led training that requires student testing to demonstrate academic competence or practical proficiency
Fire Department, Regional, and SFTA Training Priorities by Purpose H
Training that benefits the highest percentage of applicable personnel, such as the hazardous materials training within a fire department or training that will be open to other eligible organizations
M Training that does not result in certification
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M Training that is self-directed/validated
L Training that will address an identified risk but not associated with compliance to any standards
Fire Department and Regional Training Priorities by Course Type Training NFPA # Urban Suburban Rural
Firefighter I, II 1001 H H H
Fire/Emergency
Services Instructor 1041 H H H
Hazardous Materials
Response- Awareness,
Operations, Technician
470 H H H
Infection Control 1581 H H H
Confined Space
Response- Awareness,
Operations, Technician
2500 H H H
Wildland firefighting
(basic) 1140 H H H
Wildland firefighting
certification (red card) 1140 H H H
Wildland Fire Officer 1051 H H H
Rapid Intervention
Training 1407 H H H
Fire Officer 1021 H H H
Emergency Medical
Responder N/A H H H
Emergency Medical
Technician N/A H H H
Advanced Emergency
Medical Technician to
Paramedic

N/A H H H
Paramedic N/A H H H
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Paramedic to
Community Paramedic N/A H H H
Firefighter Safety and
Survival 1407 H H H
Safety Officer 1026,1521 H H H
Fire Apparatus
Driver/Operator 1002 H H H
Fire Prevention 1037,1730 H H H
Fire Inspector 1031 H H H
Fire Investigator 921,1033 H H H
Fire Educator 1035 H H H
NIMS/Incident
Management System
(IMS)
1026,1561 H H H
Emergency Scene
Rehab 1584 H H H
Critical Incident
Debriefing/Crisis
Intervention
1500 H H H
Any training to a
National/State or
NFPA standards

N/A H H H
Fire Department and Regional Training Priorities by Course Type Training NFPA # Urban Suburban Rural
Compliance with
federal/state- mandated
program

N/A H H H
Technical RescueOperations, Technician1006,
2500 H H H
Vehicle Rescue 2500 H H H
Another officer 1021 H H M
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Aircraft Rescue
Firefighting (ARFF)
440,
460,1003 H H M
Weapons of Mass
Destruction (WMD) 470 H H H
Mass Casualty N/A H H H
Fire Department and Regional Training Priorities by Course Type Training NFPA # Urban Suburban Rural
Training to address a
local risk not elevated
to a national or state

N/A M M M
Specialized Training N/A M M M
Maritime Firefighting 1005,
1405,1910 L L L
Instructor-led training
that does not lead to
certification

N/A L L L
Self-taught courses N/A L L L
Training not elevated to
a national or state
standard

N/A L L L
Funding Priorities for Fire Departments and Nonaffiliated EMS Organizations Training The AFG Program provides training grants to help fire departments and nonaffiliated EMS personnel meet educational and performance requirements. Training should align with the U.S.

National highway Traffic Safety Administration's National Standard Curriculum for Emergency Medical Technician (EMT) training and the National Registry of Emergency Medical Technicians (NREMT), which maintains a national standard and provides certification information for paramedics relocating to another state.

Higher Priority Training Activities:

FEMA assigns higher priority to the following training activities due to the time and cost associated with upgrading an organization’s response level:
• Upgrading from Emergency Medical Responder (EMR) to EMT. • Upgrading from Advanced EMT (AEMT) to Paramedic.
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• Training Community Paramedics.

Organizations seeking to train a high percentage of active EMRs will receive additional consideration when applying under the Training activity.

Eligible Training Activities for Fire Departments and Regional Applications include but are not limited to:
• Train-the-trainer courses
• Alternative fuel firefighting
• Response to natural disasters
• Minor interior alterations, requested under
Additional Funding and limited to $10,000 total
expenditure to support the awarded Training
activities (e.g., removal/construction of a nonweight bearing wall) • Overtime expenses paid to career firefighters to
attend training or to backfill positions for
colleagues who are in training
• Rental of facilities to conduct training
• Rental of Audio/Visual equipment
• Travel expenses associated with attendance at a
formal training course or conference (air/rail
transportation, mileage, lodging expenses, etc.)
• Compensation to volunteers (Fire and
nonaffiliated EMS) for wages lost to attend
training; there is no overtime or backfill for
volunteers
• Tuition, exam/course fees, and
certifications/certification expenses
• Purchase of training curricula and
training services (instructors)
• Chemical Biological Radiological
Nuclear and Explosive (CBRNE)
awareness, performance, planning, and
management
• Travel expenses associated with Type 3
Incident Management Teams (IMT)
attending position
development/mentoring assignment with
national Type 2 or Type 1 IMTs
• Supplies or expendables or one-time use
items essential for an award’s scope of
work, such as foam, breaching materials
(e.g., wood or sheetrock) for ventilation
or rescue props, or the amount of fuel
required to sustain an awarded live fire
training activity, or per NFPA 1403
Standard on Live Fire Training
Evolutions, reasonable safety
mitigations to a structure acquired for
training
• Props (single-use or permanent)
essential for training programs requested
in the application cannot exceed
$100,000 per prop for Operation and
Safety requests; this does not apply to
SFTA requests.

Ineligible Training Activities for Fire Departments and Regional Applications include but are not limited to:
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• Construction of facilities (buildings, towers,
sheds, etc.)
• Firefighting equipment or PPE, such as SCBA,
used exclusively for training
• Remodeling not directly related to grant
activities
• Any costs associated with planning and/or
participating in formal or planned special event
exercises to identify user needs, evaluate an
organization’s performance capabilities, validate
existing capabilities, or to facilitate coordination
and asset sharing
• Firefighting equipment and PPE rental, as well
as training facility personnel costs (such as
facility maintenance, cleaning, safety officer
services, etc.)
• Site preparation to accommodate or
modify any training activity, facility, or
prop that is a permanent or semipermanent improvement, including but not limited to: landscaping, cutting or
grading an access road, trenching,
paving a training area, exterior stairs or
sidewalks, or the installation of utilities
• Purchase or lease of real estate (this
does not preclude departments from
securing necessary training facilities
such as classrooms, use of towers,
training props, etc.)
• Purchase of Unmanned Aerial Vehicles
(UAVs) and Drones
• Food and beverages

Eligible Training Activities for Nonaffiliated EMS include but are not limited to:
• EMR
• EMT
• AEMT
• AEMT to Paramedic
• Paramedic (applicant must clearly demonstrate
plan to accomplish paramedic training within
the period of performance)
• Community Paramedics (paramedics with
Primary Care certification)
• Travel expenses associated with attendance at a
formal training course or conference: air/rail
transportation, mileage, hotel/lodging expenses,
etc. (Note: Food and beverages are ineligible
travel expenses)
• Attendance at formal training forums or
conferences providing continuing
education credits
• Overtime expenses paid to career
nonaffiliated EMS responders to attend
training or to backfill positions for
colleagues who are in training
• Compensation to volunteers for wages
lost to attend training (there is no
overtime or backfill for volunteers)
• Supplies or expendables or one-time use
items essential to complete the training
activity of a nonaffiliated EMS award’s
scope of work; examples include
bandages, splints, expendable respiratory
supplies, etc.

Operations and Safety – Equipment Overview
AFG grants fund equipment for effective response, firefighting, rescue and emergency medical operations to enhance public safety.
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Reminder: When requesting training for any items in this section, enter the request under “Additional Funding” in the “Request Details” section of the application. Clearly specify the type and scope of training, timeframe, and other relevant details in the item description section.

The training must be directly related to the use of the equipment (e.g., vendor training) and must not duplicate courses listed under the Training activity.

Also note:
• Accountability Systems: these should be requested under the Equipment activity. • Simulators, Tow Vehicles, and Fire/Evolution Props: All mobile or fixed fire/evolution props (e.g., burn trailers, forcible entry, or rescue/smoke mazes) are located under the Equipment activity.
• Monitors/Defibrillators: Requests should be based on the number of transport and nontransport ALS response vehicles in the fleet (e.g., medic engine, medic chase vehicle, ALS ambulance).
• P-25 Compliant Portable Radios: Requests must be based on the number of seated riding positions or active department members and must be justified in the request narratives. • P-25 Mobile Radios: Requests must be based on the number of vehicles in the fleet. • Replacement of Obsolete or Damaged Equipment: Requests must ensure the applicant meets applicable industry, local, state, and national standards. • Equipment Product Lifecycles: Equipment is categorized by age as Short (5–7 years), Intermediate (8–14 years), or Long (15–20 years). Items are compared only to others within the same lifespan category to ensure fair scoring. The product lifespan does not affect the score but ensures even comparison of similar equipment types.

All of the following are considerations in pre-scoring and peer review determinations:

Only high (H) priority equipment items listed below will be considered for funding.

Priority Age Category Fire and Fire Regional SFTA

BASIC EQUIPMENT
M H
Intermediate Air Compressor/Fill
Station/Cascade System (Fixed
or Mobile) for filling SCBA.

Fire Department applicants - M
Regional Applicants - H
Air Compressor/Fill Station/Cascade
System (Fixed or Mobile) for filling
SCBA – H
H Long Appliance(s)/Nozzle(s) Appliance(s)/Nozzle(s)
H Long Basic hand Tools
(Structural/Wildfire)
Basic hand Tools
(Structural/Wildfire)
M H Intermediate Electric/Gas Powered
Saws/Tools - M
Electric/Gas Powered Saws/Tools -
H
M H Short Fit Tester - M Fit Tester – H
Priority Age Category Fire and Fire Regional SFTA
M H Long Foam Eductors - M Foam Eductors - H
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H Intermediate Hose (Attack/Supply) Hose (Attack/Supply) H Short
Immediately Dangerous to Life
or Health (IDLH) Monitoring
Equipment
IDLH Monitoring Equipment
H Immediate
IDLH Protection for
Investigators (this is single-use
respiratory protection)
M H Long Ladders - M Ladders - H
M H Short Personal Accountability
Systems - M
Personal Accountability Systems -
H
H Intermediate PPE Washer/Extractor/Dryer
(Turnout)
PPE Washer/Extractor/Dryer
(Turnout)
M Intermediate Respirator Decontamination
System (SCBA)
Respirator Decontamination System
(SCBA)
M H Intermediate Props - M Props - H
H Intermediate RIT Pack/Cylinder RIT Pack/Cylinder
M Intermediate Generator – Portable Generator – Portable M H Intermediate Tech Rescue (Ropes, Harnesses,
Carabiners, Pulleys, etc.) - M
Tech Rescue (Ropes, Harnesses,
Carabiners, Pulleys, etc.) - H
M H Short Simulators (including virtual) -
M
Simulators (including virtual) - H
Repairs and upgrades (nonconstruction) to existing Simulators - H
H Short Thermal Imaging Camera (Must
be NFPA 1801 compliant)
Thermal Imaging Camera (Must be
NFPA 1801 compliant)
L M H Short
Software and Learning
Management System (LMS) to
support training for Fire
Departments - L
Software and LMS to support
training for Regional - M
Software and LMS to support
training - H
M Short Computers used in support of
training
Computers used in support of
training
H Short Vehicle Mounted Exhaust
Systems Vehicle Mounted Exhaust Systems
M Short
Mobile computing devices
intended to be used on scene
(Tablets)
Mobile computing devices intended
to be used on scene (Tablets)

COMMUNICATIONS
M H Intermediate Base Station (must be P-25
Compliant) - M
Base Station (must be P-25
Compliant) - H
M H Intermediate Headsets - M Headsets - H
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M H Intermediate Mobile Radios (must be P-25
Compliant) - M
Mobile Radios (must be P-25
Compliant) - H
M H Intermediate Mobile Repeaters (must be P25 Compliant) - M Mobile Repeaters (must be P-25
Compliant) - H
M H Intermediate Pagers (limited to number of
active members) - M
Pagers (limited to number of active
members) - H
H Intermediate Portable Radios (must be P-25
compliant)
Portable Radios (must be P-25
compliant)
M Intermediate Mobile Data Terminal (MDT) MDT
Priority Age
Category Fire and Fire Regional SFTA
M Short Software specifically to enable
Radio over IP (RoIP) Software specifically to enable RoIP

EMS EQUIPMENT
H Short Airway Equipment (NonDisposable) Airway Equipment (Non-Disposable) H Short CPAP Device (NonDisposable) CPAP Device (Non-Disposable) H Short Suction Unit (NonDisposable) Suction Unit (Non-Disposable) H Short
Automated External
Defibrillators (AEDs) BLS
Level
AEDs BLS Level
H Short Automatic Chest Compression
Device (CPR) Automatic CPR
H Short EMS Training Aids EMS Training Aids
H Short Monitor/Defibrillator Monitor/Defibrillator
H Intermediate Power Lift Cot Power Lift Cot
H Intermediate Power Lift System Power Lift System
H Short Pulse Oximeters Pulse Oximeters
H Short Responder Rehab Equipment Responder Rehab Equipment H Short Power Stair Chair Power Stair Chair
H Short Patient Carbon Monoxide
Monitor Patient Carbon Monoxide Monitor
H Short Capnography/Capnometer
Device Capnography/Capnometer Device
M Short O2 Kit O2 Kit
M Short Non-Disposable Splints Non-Disposable Splints
L Intermediate Stretcher Stretcher
L Intermediate Backboard Backboard
L Short Trauma Bag Trauma Bag
L Short Mass Casualty Kit Mass Casualty Kit
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L Short
Portable Lift System (i.e.,
devices, hydraulic or electrical,
used to assist with the lifting of
patients that are not associated
with cots or stair chairs)
Portable Lift System (i.e., devices,
hydraulic or electrical, used to assist
with the lifting of patients that are not
associated with cots or stair chairs)

EXTRICATION
M H Intermediate Cutter/Spreader - M Cutter/Spreader - H M H Intermediate Vehicle Extrication Equipment
- M Vehicle Extrication Equipment - H

HAZARDOUS MATERIALS
M Intermediate Basic HazMat Response
Equipment Basic HazMat Response Equipment
M Intermediate
Decon, Clean-Up,
Containment and Packaging
Equipment
Decon, Clean-Up, Containment and
Packaging Equipment
M Short Sampling Devices (HazMat) Sampling Devices (HazMat)

SPECIALIZED
H Intermediate Skid Unit Skid Unit
M Intermediate Air Quality Device Air Quality Device
M Intermediate Boats Boats
M Short
Marine equipment (NFPA
1910: Standard on Marine FireFighting Vessels)
Marine equipment (NFPA 1910:

Standard on Marine Fire-Fighting
Vessels)
M Intermediate Mobile Generator Mobile Generator

Priority Age Category Fire and Fire Regional SFTA
M Intermediate Portable Pump Portable Pump
L Short Specialized Equipment
(Other) Specialized Equipment (Other)

CHEMICAL BIOLOGICAL RADIOLOGICAL NUCLEAR EQUIPMENT (CBRNE) L Short CBRNE-related Equipment CBRNE-related Equipment L Short Non-Disposable Biological
Detection Non-Disposable Biological Detection
Priority Age Category Tow Vehicles Applicant Type
Note: Tow vehicles may be applied for under different application types with differing priority levels. Please reference the chart below when applying for tow vehicles.

H Long Tow Vehicle SFTA
M Long Tow Vehicle Regional
L Long Tow Vehicle Fire Department
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COMMUNICATIONS
H Intermediate Base Station (must be P-25
Compliant)
Base Station (must be P-25
Compliant)
H Intermediate Mobile Radios (must be P-25
Compliant)
Mobile Radios (must be P-25
Compliant)
H Intermediate Mobile Repeaters (must be P25 Compliant) Mobile Repeaters (must be P-25
Compliant)
H Intermediate Pagers (limited to number of
active members)
Pagers (limited to number of active
members)
H Intermediate
Portable Radios (must be P-25
Compliant, limited to number
of AFG Program-approved
seated positions)
Portable Radios (must be P-25
Compliant, limited to number of AFG
Program-approved seated positions)
M Intermediate Mobile Data Terminal Mobile Data Terminal M Intermediate Headsets Headsets
M Short Software specifically to
enable RoIP Software specifically to enable RoIP

EMS EQUIPMENT
H Short ALS/BLS Equipment ALS/BLS Equipment
H Short Airway Equipment (NonDisposable)
Airway Equipment (NonDisposable)
H Short AEDs BLS Level AEDs BLS Level
H Short Automatic CPR Automatic CPR
H Short EMS Training Aids  EMS Training Aids
H Short CPAP Device (NonDisposable) CPAP Device (Non-Disposable) H Short Monitor/Defibrillator - 15
leads Monitor/Defibrillator - 15 leads
H Intermediate Power Lift Cot Power Lift Cot
H Intermediate Power Lift System Power Lift System
H Short Responder Rehab Equipment Responder Rehab Equipment H Short Suction unit Suction unit
H Intermediate Power Stair Chair Power Stair Chair

Priority Age Category Nonaffiliated EMS Nonaffiliated EMS Regional H Short Patient Carbon Monoxide
Monitor
Patient Carbon Monoxide
Monitor
H Short Capnography/Capnometer Device Capnography/Capnometer Device
M Short O2 Kit O2 Kit
M Short Non-Disposable Splints Non-Disposable Splints
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L Intermediate Stretchers Stretchers
L Intermediate Backboards Backboards
L Short Trauma Bag Trauma Bag
L Short Mass Casualty Kit Mass Casualty Kit
M Short Computers used in support of
training
Computers used in support of
training
M Short
Mobile computing devices
intended to be used on scene
(tablets)
Mobile computing devices
intended to be used on scene
(tablets)
H Short Vehicle Mounted Exhaust
Systems
Vehicle Mounted Exhaust
Systems
L Short
Portable Lift System (i.e., devices,
hydraulic or electrical, used to
assist with the lifting of patients
that are not associated with cots)
Portable Lift System (i.e., devices,
hydraulic or electrical, used to
assist with the lifting of patients
that are not associated with cots)
HazMat
M Intermediate Basic HazMat Response
Equipment
Basic HazMat Response
Equipment
M Intermediate Decon, Clean-Up, Containment
and Packaging Equipment
Decon, Clean-Up, Containment
and Packaging Equipment
M Short Sampling Devices (HazMat) Sampling Devices (HazMat)

Fire Department, Nonaffiliated EMS, Regional, and SFTA Equipment Priorities Priority Purpose of Request Definition
H
Obtain equipment needed but not
currently owned or replace
equipment that is broken and/or
damaged beyond repair to achieve
minimum operational and
deployment standards for existing
missions
Applies to requests for equipment needed, and not
currently owned, to achieve minimum operational
and deployment standards for a department’s
existing mission requirements. This includes
equipment that is no longer usable because it is
broken and/or damaged beyond repair.

H Replace noncompliant equipment
to current standard
Applies to equipment that is deemed obsolete
and/or is out of compliance with current standards
for that type of equipment. Equipment requested
under this reason for purchase has not been
deemed inoperable, and while it may not be
compliant with current standards it is not broken,
damaged, or otherwise unusable.
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M Obtain equipment for new
mission
Applies to requests for equipment, supplies, or
inventories that are intended to fulfill minimum
service requirements associated with new missions
that a department is taking on and building the
capability for but has not been previously fulfilled.

For example, this may include, but is not limited
to, establishing a new HazMat capability or Swift
Water Rescue capability.

Fire Department, Nonaffiliated EMS, Regional, and SFTA Equipment Priorities Priority Purpose of Request Definition
L Upgrade technology to current
standard
Applies to requests for equipment that may or may
not be owned, but newer technology is available.

Eligible Equipment Activities for Fire Department, Nonaffiliated EMS, Regional, and SFTA include but are not limited to:
• Shipping, taxes, assembly, and
installation of the requested equipment
• Extended warranties and service
agreements if acquired concurrent with
initial acquisition
• Minor interior alterations (requested
under Additional Funding and limited to
$10,000 total expenditure) to support the
awarded Equipment activities (e.g.,
removal/ construction of a non-weight
bearing wall)
• Equipment for response to incidents
involving CBRNE/WMD
• Training specific to the requested
equipment
• Requested support activities for equipment
requiring supplies or expendables or “onetime”
use items essential for an award’s scope of
work, such as foam, breaching materials (e.g.,
wood or sheetrock) for ventilation or rescue
props, or the amount of fuel required to sustain
an awarded live fire training activity, or per
NFPA 1403 Standard on Live Fire Training
Evolutions, reasonable safety mitigations to a
structure acquired for training
• Subscriptions necessary for the operation of the
awarded equipment and purchased
concurrently within the POP
• Computing device may be considered for
reimbursement if essential to the operation of
the funded equipment.

Ineligible Equipment Activities Fire Department, Nonaffiliated EMS, Regional, and SFTA include but are not limited to:
• Construction of facilities, such as
buildings, towers, or sheds to house
communications
• All fixed non-mobile repeaters or fixed
site amplifiers
• Sirens or other outdoor warning devices
• Signage of any kind
• Phones (telephone/satellite/cell) and
carrier plans
• Utility Vehicles and All-Terrain Vehicles
(UTV/ATV)
• UAVs and Drones
• Bomb disposal equipment and robots
• Mobile radios for personally owned vehicles
(except Chief Fire Officer’s personal vehicle if
justified)
• Supplies or expendables or common one-time
use items such as foam, soaps, disinfectant
wipes, medical gowns/gloves, bandages, any
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• Investments in emergency
communications systems and equipment
must meet applicable SAFECOM
Guidance
• Personal Safety/Rescue Bailout System
(PPE)
• Computer assisted dispatch (CAD)
systems and software, geographic
information systems (GIS), dispatch
consoles, workstations and office
furniture
• Nonaffiliated EMS expendable supplies
(including but not limited to
medications)
• Vehicle mounted fans
drug, intravenous bags/fluids, defibrillator
pads/electrodes, syringes, cervical collars,
batteries, exhaust system filters and splints
• Flashover or other simulators/props that do not
meet NFPA 1402 or 1403 standard (homemade
or aftermarket simulators)
• Subscriptions, memberships, equipment rental
or lease to purchase
• Refurbished equipment
Key Requirements for Interoperable Communications Equipment under the AFG Program:
• Eligibility: the acquisition of P-25 compliant interoperable communications equipment is the only eligible activity for interoperable communications equipment under the AFG Program.
• P-25 Compliance:
o P-25 compliant equipment features a digital platform that is programmable, scalable, and capable of communicating in analog mode with legacy radios, as well as in both analog and digital modes with other P-25 equipment.
o P-25 compliance enhances interoperability, enabling first responders to effectively communicate and coordinate during all-hazard responses. o Non-P-25 compliant equipment is not allowed, and no waivers for P-25 compliance will be granted.
• SAFECOM Guidance: Recipients must comply with the SAFECOM Guidance for Emergency Communication Grants, including technical standards that ensure and enhance interoperable communications.
• Documentation Requirements: Recipients must obtain and retain documented evidence that the equipment has been tested and meets all applicable P-25 compliance requirements. This documentation must be available for submission to FEMA upon request.
• Application Affirmation: While applicants are not required to specify a particular P-25- compliant product in their application narrative, they must affirm that the requested or acquired interoperable communications equipment will meet P-25 compliance standards. • Note: Recipients using FY 2025 AFG Program funds for emergency communications activities must review and comply with the SAFECOM Guidance for Emergency Communication Grants available at SAFECOM Guidance. This guidance includes provisions on technical standards to ensure and enhance interoperable communications. 132
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Emergency communication equipment, such as portable radios, must adhere to these standards. Additionally, recipients must ensure their projects align with their state’s Statewide Communications Interoperability Plan (SCIP) to support coordinated and effective emergency communications. Operations and Safety – PPE Overview AFG Program funds may only be used to acquire new, compliant PPE for firefighting and nonaffiliated EMS personnel. Only PPE compliant with the most current editions of NFPA 1971, 1977, 1981, and/or 1999 is eligible. The acquisition of used, refurbished, or updated PPE is ineligible for reimbursement. PPE requests should prioritize increasing firefighter safety. Replacement and Inventory Requirements: When requesting to replace or purchase new PPE (e.g., Turnout Gear or SCBA), applicants must provide the age of the items being replaced.
• Accurately describe and account for all PPE items in the current inventory within the application narrative.

PFAS-Free PPE:
• Exposure to Per- and Polyfluoroalkyl Substances (PFAS) has been linked to cancer and other health effects.
• Recipients are strongly encouraged to:
• Ask vendors about compliance with PFAS-free materials. • Purchase PFAS-free gloves, hoods, boots, and other items where readily available.

Noncompliance and Replacement Guidelines:
• Based on NFPA 1851, PPE (including SCBA) is considered noncompliant if:
• It is at least 10 years old and 2 NFPA cycles behind the current standard. • PPE less than 10 years old and 2 NFPA cycles behind may be eligible for replacement if it is deemed damaged, unsafe, or unrepairable, with sufficient justification provided.

High-Priority Requests:
• SCBA Face Pieces:
o Requesting or replacing an SCBA face piece for each operational member is a High Priority.
o Additional face pieces beyond those included with SCBA units must be requested as separate line items (e.g., if 35 face pieces are needed but only 25 SCBA units are requested, the remaining 10 face pieces must be listed separately). • Complete Gear Sets:
o Structural/Proximity PPE Turnout Gear (NFPA 1971 Compliant):
 One pair of pants, one coat, one helmet, two hoods, one pair of boots, two pairs of gloves, one pair of suspenders, and one pair of goggles.  If statutorily required, additional PPE (e.g., Personal Safety/Rescue Bailout Systems) will be considered part of a complete set.
o EMS PPE Turnout Gear (NFPA 1999 Compliant):
 One pair of pants, one coat, one helmet, one pair of boots, one pair of gloves, one pair of suspenders, and one pair of goggles.
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o Wildfire PPE Turnout Gear (NFPA 1977 Compliant):
 One pair of pants, one coat, one jumpsuit, one helmet, one pair of boots, one pair of gloves, one pair of suspenders, one pair of goggles, one fire shelter, web gear, backpack, and canteen/hydration system.
• Additional Funding:
o PPE Gear Bags and RIT Packs: Eligible for request under Additional Funding to support PPE or SCBA requests.
o SCBA Units: A complete SCBA unit includes a harness/backpack, one face piece, and two cylinders.
o Proper Fit Considerations:
o Recipients should prioritize proper fitting gear, including considerations for female firefighters.
• Training Requirements:
o Applicants must certify that all grant-funded PPE will only be used by sufficiently trained personnel. Failure to meet this requirement will result in the request being deemed ineligible.
o If training is requested to support a PPE activity, it must be entered in the “Additional Funding” section of the “Request Details” in the application.

The following are considerations in pre-scoring and peer review determinations:

Fire Department, Nonaffiliated EMS, Joint/Regional, and SFTA PPE Priorities Priority Purpose of Request Definitions
H
Increase supply for new hires
and/or existing firefighters that do
not have one set of turnout gear
(PPE) or allocated seated positions
(SCBA). This includes replacing
out of service PPE-Turnout Gear
and SCBA.

Applies to PPE-Turnout Gear for new
firefighters (i.e., new hires or volunteer
recruits) and/or existing firefighters that do
not currently have one set of PPE-Turnout
Gear, and to add SCBA to fill seated riding
positions that do not currently have SCBA.

H
Replace in-service or in-use
damaged/ unsafe/unrepairable
PPE/SCBA to meet current
standard
Applies to PPE-Turnout Gear and SCBA that
is deemed damaged unsafe and unrepairable
yet still in use at the time of application.

H
Replace in-service/in-use/expired/
noncompliant PPE/SCBA to
current standard
Applies to PPE-Turnout Gear or SCBA that
is deemed obsolete and/or is out of
compliance with current standards. PPETurnout Gear or SCBA to be replaced is not compliant with
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FEMA AFG FY 2025 NOFO
current standards; it is not broken, damaged
or otherwise unusable.

L
Replace PPE/SCBA to upgrade
technology to current standard
Applies to PPE-Turnout Gear or SCBA that
is less than 10 years old for PPE-Turnout
Gear or compliant within two NFPA cycles
for SCBA.

Additional Considerations for Fire Department, Nonaffiliated EMS, Joint/Regional, and SFTA for PPE or SCBA Priorities
• Higher priority is given to the age of requested PPE, reason for purchase/replacement, priority. Applicant’s call volume is a lesser factor. Applicants will be required to provide the age of the PPE being replaced.
• Applicants with the oldest PPE and/or trying to bring the department into 100% NFPA compliance or the number of active members who will have compliant gear.

PPE List
Structural/Proximity H
• American National Standards Institute
(ANSI) Traffic Vests
• Boots
• Coats
• Complete Set of Turnout Gear
• Gloves
• Goggles
• Helmets
• Hoods
• Pants
• Pass Devices
• Personal Safety/Rescue Bailout System
• Suspenders
Respiratory H
• Air-Line Unit
• Face Pieces
• Respirators
• SCBA Spare Cylinders
• SCBA (SCBA Unit includes Harness/
Backpack, Face Piece, and two cylinders)
Wildfire H
• Jumpsuits/Coveralls
• Boots
• Coats
• Pants
• Suspenders
• Goggles
• Shelters
• Web Gear/Backpacks
• Canteens/Hydration Systems
• Helmets
Specialized PPE M
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• Ballistic Protective Equipment (BPE),
which includes one vest, one helmet, one
triage bag, one pair of goggles
• Chemical/Biological Suites (must conform
to NFPA 1990 2022 edition)
• Extrication Clothing/Rescue Clothing
• Proximity Suits
• Splash Suits
• Wet and Dry Suits
• Encapsulated Suits
Eligible PPE Activities for Fire Department, Nonaffiliated EMS, Joint/Regional and SFTA include but are not limited to:
• ANSI approved retroreflective highway
apparel
• Training for requested PPE
• Turnout gear bags
• Customized helmet shields
• Level C suits
• Personal Safety/Rescue Bailout System
• Face Pieces Regulators
Ineligible PPE Activities for Fire Department, Nonaffiliated EMS, Joint/Regional and SFTA include but are not limited to:
• Three-quarter length rubber boots
• Uniforms (formal/parade or station/duty) and
uniform items (hats, badges, etc.)
• PPE gear bags (ineligible unless requested as
additional funds in association with a PPE
request)
• RIT packs (ineligible unless requested as
additional funds in association with SCBA
request)
• Air Compressor/Fill Station/Cascade Systems
(ineligible unless requested as additional
funds in association with a Regional SCBA
request)
• PPE gear washer/extractor/dryer (ineligible
unless requested additional funds in
association with PPE gear request)
• Personal Safety/Rescue Bailout System for
nonaffiliated EMS organizations
• Food and beverages
• Integrated Thermal Imaging Cameras
(TIC) with heads-up display
• Bomb disposal suits
• Any communications equipment (e.g.,
radios and pagers) in the PPE section
• Structural, proximity, wildfire firefighting
gear, or rescue and extrication gear for
nonaffiliated EMS organizations
• Any decals, embroidery, engraving, flags,
graphics, logos, vehicles, and PPE Turnout
lettering that customizes awarded items
beyond the normal expectation (except
customized helmet shields)
• Funding is limited to one set of PPETurnout Gear per person • Equipment rental or lease to purchase
• Note: Where bailout system is statutorily
required, FEMA will consider all
statutorily required items to be part of a
complete PPE set

Operations and Safety – Wellness and Fitness Overview
Wellness and Fitness Activities aim to enhance the mental, physical, and emotional resilience of emergency responders to meet the demands of all hazardous operations.

To be eligible for funding, applicants must currently offer or plan to offer all five Priority 1 activities outlined in the table below. These activities are considered essential for building and maintaining the overall wellness and fitness of emergency responders. 136
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Fire Department and Nonaffiliated EMS Wellness and Fitness Priorities Priority 1: (H) Wellness and Fitness Activities:
• Initial Medical Exams
• Job-Related Immunizations
• Annual Medical and Fitness Evaluations
• Behavioral health Services
• Cancer Screening Program (aligned with NFPA 1582)
All five of the above must be in place to be considered a Complete Wellness and Fitness Program.

Departments that already have some Priority 1 programs in place must request funding to implement any missing Priority 1 programs before applying for funds for additional programs All grant-funded physicals (except for explorers) must comply with the current NFPA 1582 standards (Chapter 9, Occupational Medical Evaluation). The cost of physicals should reflect local physician or health center prices. For detailed guidance on implementing NFPA 1580 physicals, visit: First Responder Center.

Fire Department and Nonaffiliated EMS Wellness and Fitness Priorities Priority 2 (M) Wellness and Fitness Activities:
• Candidate Physical Ability Evaluation.
• Exercise Equipment.
• Formal Fitness Program Development Costs (e.g., IAFF/IAFC Peer Fitness Trainer Program, including travel, overtime, and implementation costs).
• Eligibility:
• Applicants can request Priority 2 items only if they currently offer or are requesting funding for all five required Priority 1 activities.

Important Notes:
• Lower Priority for Combined Requests: Applications requesting both Priority 1 and Priority 2 activities will receive lower funding consideration than those focused solely on completing Priority 1 activities.
• NFPA 1583 Standards:
o Establishes minimum requirements for developing and managing health-related fitness programs for fire department members involved in emergency operations. o Aims to improve occupational performance, safety, and health while reducing risks of injury and disease.

Guidance for Fitness Programs:
o Programs should require mandatory participation but must not be punitive. o NFPA 1583 focuses on improving overall health and fitness, not setting physical performance criteria.

Recommendation: Applicants should complete Priority 1 activities first to increase funding chances and align with program goals
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FEMA AFG FY 2025 NOFO
Eligible Wellness and Fitness Activities for Fire Department and Nonaffiliated EMS include but are not limited to:
• Behavioral health programs to include, but
not limited to: Critical Incident Stress
Management Programs, Employee
Assistance Programs
• Transportation expenses related to
a member’s participation in offered
Wellness and Fitness activities
• Contractual costs (non-hiring) for personnel
(such as nutritional counseling), physical
fitness equipment (including shipping
charges and sales tax, as applicable), and
supplies directly related to physical fitness
activities
• Minor interior alterations (requested under
Additional Funding and limited to $10,000
total expenditure) to support the awarded
Wellness and Fitness activities (e.g.,
removal/ construction of a non-weight
bearing wall); note that these will require
EHP review
Ineligible Wellness and Fitness Activities for Fire Department and Nonaffiliated EMS include but are not limited to:
• Fitness club memberships for participants or
their families
• Non-cash incentives (e.g., t-shirts or hats of
nominal value, vouchers to local businesses,
or time-off)
• Purchase of real estate
• Cash incentives
• Food and beverages
• Subscriptions and memberships
• Saunas (including infrared)
• Hyperbaric chambers
• Ice baths
• Priority 1 or 2 items for anyone other than
fire personnel, fire inspector, or EMS
personnel
• Purchase of medical equipment
• Whole-body MRI scans
• Contractual services with anyone other than
medical professionals (e.g., health care
consultants, trainers, and nutritionists) for
programs such as smoking cessation
• Purchase of equipment or personal
protective equipment that is otherwise
eligible under the Equipment activity or the
PPE activity
Operations and Safety – Modifications to Facilities Overview AFG Program funds may be used to modify fire stations and other facilities to improve safety and health conditions. New fire station construction is not eligible.

Eligible Activities:
• Source Capture Exhaust Systems (SCES):
o SCES is a High Priority item for mitigating vehicle exhaust exposure. o These systems capture exhaust gases directly from the vehicle tailpipe and expel them outside the building via mechanical or pneumatic means. 138
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• Sprinkler Systems
• Carbon Monoxide Alarms
• Smoke/Fire Detection Systems
Important: Only systems specific to these functions are eligible. Multi-purpose systems that include ineligible features are not allowed.

Key Requirements:

1. Environmental and Historic Preservation (EHP) Review:
• All facility modifications, including major or minor changes and equipment installations, require EHP review.

2. Minor Interior Alterations:
• Minor alterations (e.g., removal or construction of a non-weight-bearing wall) to support Training or Wellness and Fitness activities are eligible under Additional Funding, with a total expenditure limit of $10,000.

3. Funding Cap:
• The total cost for modifications (e.g., a sprinkler system and exhaust system) cannot exceed $100,000 per individual station.

4. Structural Limitations:
• Modifications cannot change the structure’s footprint or profile.

5. Health and Safety Impact:
• Eligible projects must directly improve the health and safety of firefighters.

Additional Notes:
• Vehicle Mounted Exhaust Systems: these remain classified as a High Priority item under the Equipment Activity.
• Priority for Diesel Fume Mitigation: Due to the risks posed by diesel fumes, SCES systems are considered a high Priority for facility modifications.

Applicants should ensure all requested modifications align with these guidelines to maximize funding eligibility.

Facility Considerations:

1. Highest Priority:
• Facilities staffed full-time.
• Facilities with sleeping quarters.

2. Secondary Consideration:
• Facilities without sleeping quarters.
• Facilities with part-time occupancy.

3. Next Consideration:
• Training facilities.
• Marine fire facilities.
• Intermittently occupied facilities.

Applicants should align their requests with these priorities to optimize funding consideration.

All of the following are considerations in pre-scoring and peer review determinations:
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Eligible Modifications to Facilities Priorities for Fire Department and Nonaffiliated EMS include but are not limited to:

H
• New source capture exhaust systems, sprinkler systems, carbon monoxide, or smoke/fire detection systems – only for these types of systems and not multi- purpose systems that encompass ineligible features as described below.
• Replacement or updates to existing source capture exhaust systems, sprinkler systems, carbon monoxide, or smoke/fire detection systems are considered lower priority over requests submitted for new systems.

M
• Emergency generators, Air Quality Systems (AQSs)
• Note: AQSs are fixed equipment that are air purifying, scrubbing, and/or air exchange systems.

Ineligible Modifications to Facilities Priorities for Fire Department and Nonaffiliated EMS include but are not limited to:
• Station maintenance
• Resurfacing of bay floors
• Interior remodeling not pertaining to the
requested project(s)
• Food and beverages
• Security systems, or other alerting systems
of similar purpose designed to notify fire
stations of unauthorized access or provide
deployment notifications or multi-purpose
systems that include any of these features
even if they also include otherwise eligible
features
Regional Applications Overview
A Regional application allows a fire department or nonaffiliated EMS organization to act as a host and apply or funding on behalf of itself and other participating AFG Program-eligible organizations. The host and its partners must be the intended beneficiaries of the proposed project.

Eligibility and Requirements:

1. Host Eligibility:
• A fire department can host on behalf of other eligible fire departments and nonaffiliated EMS organizations within the same application.
• A nonaffiliated EMS organization can only host other nonaffiliated EMS organizations. • State Fire Training Academies (SFTAs) are not eligible to apply under the Regional activity.

2. Eligible Regional Activities:
• Vehicle Acquisition
• Operations and Safety, limited to:
o Training
o Equipment
o Wellness and Fitness
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o PPE

3. Regional Goals:
• Projects must achieve cost-effectiveness, support regional efficiency and resilience, and directly benefit more than one local jurisdiction (e.g., county, parish, town, township, city, or village).

4. Vendor Requirement:
• All departments and agencies in a Regional application must use the same vendor to foster interoperability.
• Exceptions require pre-approval by FEMA in writing and must be based on compelling operational need.

Funding Limitations:
• Funding limits are based on the total Population served by the host and participating partners.
• Example: If the host and partners serve a population of 100,000 or fewer and receive a $1 million Regional award, the host has reached its funding cap and is no longer eligible for additional AFG Program funds.

Community and Population Considerations:
• The community identification characteristic (e.g., Rural, Urban, or Suburban) and the organizational status (e.g., Career, Combination, or Volunteer) of the host applicant will apply to the Regional application, regardless of the composition of the participating partners. • The regional population served is the aggregate of the geographically fixed primary firstdue response areas of the host and participating partners. o Exceptions: If the host is also the parent organization responsible for smaller, independent stations.
• The call volume for regional applications is the aggregate of the host and regional partners Application Restrictions:
• The host and participating partners may submit their own individual applications for AFG Program activities (Vehicle Acquisition or Operations and Safety) but not for the same item. o Example: A department cannot apply for PPE under its own application and also participate in a Regional PPE application.

Application Narrative Requirements:

The host must include:
• A list of all participating organizations benefiting from the Regional project. • Validated points of contact and each organization’s EIN. • Clear and detailed information on the requested regional activities. • Specific details on the distribution of grant-funded acquisitions or contracted services and the responsibilities of the host and partner organizations.

Host Responsibilities:
• The host is responsible for all aspects of the grant, including:
o Cost share.
o Accountability for assets.
o All reporting requirements.
• The host is not considered a pass-through entity and may not issue sub-awards. 141
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• The host must provide macro demographics (e.g., total square miles) and master listings (e.g., combined SCBA inventories) for the region served.

Compliance Requirements:
• All participants must be compliant with AFG Program requirements, including:
o Current status on past grants.
o Closeouts.
o Reporting requirements.
• The host agency may not distribute grant-funded assets or provide grant-funded services to non-compliant partners. FEMA will notify the host and delinquent partners of specific deficiencies.

Memorandum of Understanding (MOU):
• A Regional host and participating partners must execute an MOU or equivalent document signed by all parties.
• The MOU must specify:
o Individual and mutual responsibilities of the host and partners. o Each participant’s level of involvement in the project(s). o EINs of participating partners.
o Proposed distribution of grant-funded assets or contracted services. • Copies of the MOU will be requested during the technical evaluation of the application if it is not included originally.
• Any entity benefiting from the award must be an eligible AFG Program organization and a party to the MOU.

By adhering to these guidelines, Regional applicants can ensure their applications meet AFG Program requirements and maximize their chances of receiving funding.

Vehicle Acquisition Guidelines
Eligibility and Standards:
• Vehicles purchased with AFG Program funds must comply with NFPA 1900 standards (Standard for Aircraft Rescue and Firefighting Vehicles, Wildland Fire Apparatus, and Automotive Fire) or equivalent (e.g., Standard for Automotive Ambulances). • Leases, loan payments, or installment plans for vehicles are not eligible and will not be reimbursed.

Community Paramedic/Health Vehicles:
• These are non-transport vehicles and cannot serve a dual role (e.g., as utility or support vehicles).
• Emergency response packages (e.g., lights, sirens) and operational equipment (e.g., rescue tools, firefighting equipment) are ineligible for these vehicles.

Requesting Multiple Vehicles:
• Applicants may request more than one vehicle but must stay within the financial cap based on population listed in the application.
• If multiple requests are approved, the total funding for all vehicles must remain within the financial cap.
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• Each vehicle request requires:
o A separate line item.
o A complete narrative for each vehicle.
o Details such as the age and vehicle identification number (VIN) of each vehicle being replaced.
o VINs cannot be reused across multiple line items.

Vehicle Reassignment:
• If a vehicle is not being replaced but is having its service status changed (e.g., from first due to reserve), the VIN must still be provided in the narrative for the vehicle being reassigned.

Driver/Operator Training Requirements:

1. Fire Vehicles:
• Applicants must have drivers/operators trained to NFPA 1002 standards (or equivalent) or have a training program in place before the awarded vehicle is delivered. • Failure to meet this requirement will result in ineligibility for a vehicle award.

2. Nonaffiliated EMS Vehicles:
• Drivers/operators must be trained to the National Standard Emergency Vehicle Operator Curriculum (EVOC) developed by the U.S. Department of Transportation (DOT) or equivalent.
• A training program must be in place before the awarded vehicle is delivered.

3. Driver Training Program Requests:
• Applicants may request funding for a driver training program within the “Vehicle Acquisition” section.
• this request must be added in the “Additional Funding” area in the “Request Details” section of the Vehicle Application.
• All training programs must be completed before vehicle delivery, or the recipient will be in violation of the grant agreement.

Evaluation Criteria:
• The pre-score evaluation considers the department’s need for the vehicle based on:
o The age and condition of current vehicles.
o The demands on the organization.

By adhering to these guidelines, applicants can ensure compliance with AFG Program requirements and improve their chances of securing funding for vehicle acquisition.

Eligible Vehicle Activities for Fire Department, and SFTA include but are not limited to:

Priority Urban Communities Suburban Communities Rural Communities 143
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H
• Aerial
• Ambulance
• Pumper
• Rescue Vehicle
Light, Medium, or Heavy
• Non-Transport EMS
(Community Paramedic/
• Healthcare)
• Quint
• Brush Type III or
larger
• Aerial
• Ambulance
• Pumper
• Tanker/Tender
• Rescue Vehicle Light,
Medium or heavy
• Non-Transport EMS
(Community Paramedic/
Healthcare)
• Quint
• Brush
• Aerial
• Ambulance
• Brush/Attack
• Pumper
• Tanker/Tender
• Non-Transport EMS
(Community Paramedic/
Healthcare)
• Quint
M
• Command/Mobile
Communications Vehicle
• HazMat Unit
• Air/Light Unit
• Rehab Unit
• Command/Mobile
Communications Vehicle
• HazMat Unit
• Air/Light Unit
• Rehab Unit
• Command/Mobile
Communications Vehicle
• Hazardous Materials
Unit
• Air/Light Unit
• Rescue Vehicle
Light, Medium or Heavy
L
• ARFF
• Foam Truck
• Fire Rescue/Boat
• Highway Safety
Unit
• Hybrid (i.e.,
Transport Engine)
• Tanker/Tender
• ARFF
• Foam Truck
• Highway Safety Unit
• Hybrid (i.e., Transport
Engine)
• Fire Rescue/Boat
• ARFF
• Foam Truck
• Highway Safety
Unit
• Hybrid (i.e.,
Transport Engine)
• Fire Rescue/Boat
• Rehab Unit
Eligible Regional Vehicle Activities for Fire Departments (ALL Community Types) H
• Aerial
• Air/Light Unit
• Bariatric Ambulance
• Command/Mobile Communications Vehicle
• Non-Transport EMS (Community Paramedic/healthcare)
• Rehab Unit
• Rescue Vehicle Light, Medium or heavy
• Tow Vehicle (Applied for under equipment)
M • Highway Safety Unit
L • Hazardous Materials Unit
• Foam Truck
Eligible Nonaffiliated EMS and Nonaffiliated Regional Vehicle Activities 144
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H
• Ambulances
• Bariatric Ambulance
• Non-Transport EMS (Community Paramedic/healthcare)
Compliance with Standards
• Ambulances must comply with NFPA 1900, or GSA Federal Standard KKK-A-1822F • Applicants must certify that unsafe vehicles will be permanently removed from service if awarded a grant; acceptable uses of unsafe vehicles include farm, nursery, scrap metal, salvage, construction, or donation to a foreign entity
• Applicants should consider adopting the principles of Traffic Incident Management Systems (TIMS); the USFA report on TIMS can be found on FEMA’s website at: Traffic Incident Management Systems
• New fire apparatus must be compliant with NFPA 1900 for the year ordered/manufactured

Additional Considerations (to include, but not limited to) • Age and mileage of the vehicle being replaced; older equipment receives higher consideration
• Age of the newest vehicle in the department’s fleet that is like the vehicle to be replaced • Average age of the fleet; older equipment within the same class • Call volume of primary first due response area or region • Converted vehicles (with an emphasis on tanker/brush trucks) not designed or intended for use in the fire service departments that have automatic aid agreements, mutual aid agreements, or both; a converted vehicle is any vehicle that is not engineered to an NFPA standard, or not being used for its original design, or over its gross vehicle weight • Vehicles on loan to the organization in the application narrative but not in the organization’s inventory
• Damaged vehicles and out of service vehicles in the organization’s inventory • Replacement of open cab/jump seat configurations

IMPORTANT
Vehicle Inventory Requirements:
• Applicants may need to provide additional fleet details after submitting their application. • Vehicle inventory must include:
o Owned vehicles.
o Leased or long-term loaned vehicles.
o Vehicles ordered or under contract but not yet received.

Vehicle Definitions:
• Front Line Vehicle: Fully equipped and ready for emergency response. • Ready-Reserve Vehicle: Equipped and can quickly be made ready for response. • Reserve Vehicle: Not fully equipped, used when front-line vehicles are out of service. 145
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• Temporarily Out of Service Vehicle: Removed from service for repairs but will return to front-line or reserve status.
• Decommissioned Vehicle: Permanently removed from emergency duties (e.g., retired, parade use). Not included in inventory or eligible for replacement.

Vehicle Contract Requirements:
• Recipients must submit a copy of the vehicle purchase contract to FEMA for compliance monitoring.
• Without a contract, recipients cannot:
o Request advance federal funds for partial payments.
o Request a project extension.

Bond Requirements:
• Performance Bond (Recommended): Protects applicant funds if the vendor fails to deliver or goes out of business.
• Prepayment Bond (Required): Protects federal funds if federal money is advanced for a down payment. Costs are reimbursable under the grant.

Penalty Clause:
• Contracts must include a penalty clause of at least $100/day for non-delivery or nonperformance by the vendor. Exceptions require FEMA approval.

Payment Guidelines:
• Down Payment: Allowed up to 25% of the federal share. Costs beyond this must be covered by the recipient.
• Final Payment: May be requested in advance but cannot be disbursed until the vehicle is received, inspected, and accepted.

Eligible Vehicle Activities for Fire Department, Nonaffiliated EMS Organizations, Joint/Regional, and SFTA include but are not limited to:
• Cost of vehicle
• Physicals to meet current NFPA 1582/US
DOT 649 F
• Cost of associated equipment that is eligible
under current NFPA 1900
• Driver/operator training programs that meet
applicable standards, current NFPA 1002 or
EVOC, or equivalent
• Travel expenses (air/rail transportation,
mileage, hotel/lodging) to inspect a
requested vehicle during production Note:

Food and beverages are ineligible travel
expenses
Ineligible Vehicle Activities for Fire Department, Nonaffiliated EMS Organizations, Joint/Regional, and SFTA include but are not limited to:
• Leasing, rental, or installment purchase of
any grant funded vehicle
• Aircraft, bulldozers, or construction- related
equipment
• Using the vehicle being awarded as
collateral for any financial loan
• UTVs and ATVs
• UAVs and drones
• Used or refurbished apparatus
• Converted vehicles not originally designed
for firefighting
• Food and beverages
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Examples of vehicle types
• Pumper (an apparatus that carries a minimum of 300 gallons of water and has a pump with the capacity to pump a minimum of 750 gallons per minute [GPM]) • Urban interface vehicles (Type I) pumper (300 gallons of water and 750 GPM) • Ambulance (vehicle used for transporting patients)
• Tanker/Tender (an apparatus that has water capacity in excess of 1,000 gallons of water) • Quint Aerial (an aerial ladder, elevating platform, or water tower that is designed to position personnel, handle materials, provide continuous egress, or discharge water) • Quint (fire apparatus with a permanently mounted fire pump, a water tank, a hose storage area, an aerial ladder or elevating platform with a permanently mounted waterway, and a complement of ground ladders)
• Aerial Ladder (elevating platform, or water tower that is designed to position personnel, handle materials, provide continuous egress, or discharge water) Unsafe Vehicles: Certification and Disposition Requirements Certification Requirement:

Applicants who specify that the vehicle(s) to be replaced are unsafe must certify that, if awarded, the vehicle will be permanently removed from emergency service response. • Permanently Removed means:
o The recipient cannot use the vehicle for any emergency service response. o The recipient cannot sell or transfer the vehicle to any individual or emergency service response organization that would use it for emergency service response.

Grant Agreement Violation:
• If a recipient certifies that an unsafe vehicle will be removed from service but later sells or transfers the vehicle to another emergency service response organization or otherwise fails to remove the vehicle from emergency service response, the recipient will be considered in violation of the grant agreement.

Acceptable Dispositions for Unsafe Vehicles:

Unsafe vehicles may be donated or sold for purposes that do not involve emergency service response. Acceptable dispositions include:
• Donation or Sale to a Training Facility:
o The vehicle may be used for training purposes only, with no emergency response outside the training grounds.
• Farm Use:
o The vehicle may be repurposed for agricultural activities. • Construction or Nursery Use:
o The vehicle may be used for construction or nursery operations. • Sale to a Non-Emergency Service Response Entity:
o The vehicle may be sold for refurbishment or other non-emergency uses. • Scrap Metal or Salvage:
o The vehicle may be dismantled or sold for parts.
• Foreign Donation:
o The vehicle may be donated to entities outside the United States for nonemergency purposes. 147
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By adhering to these guidelines, recipients ensure compliance with the grant agreement and maintain safety standards.

C. Appendix C – Award Administration Information
Appendix C provides detailed guidance on the programmatic and financial administration of AFG Program awards. Recipients are encouraged to review this information to ensure compliance with award requirements and to effectively manage their grant activities.

Help FEMA Prevent Fraud, Waste, and Abuse
If applicants or recipients have information about instances of fraud, waste, abuse, or mismanagement involving FEMA programs or operations, they should contact the DHS Office of Inspector General (OIG) hotline at (800) 323-8603, by fax at (202) 254-4297, or email [email protected].

Grant Writer/Preparation Fees: Eligibility and Documentation Requirements Eligibility for Reimbursement: Grant Writer Fees may be included as a pre-award expenditure, subject to the following conditions: Fees must comply with the cost-share requirement. Services must be competitively sourced, specifically identified, and listed in the “Request Details” section of the application. Costs must comply with 2 C.F.R. § 200.458. Reimbursement is limited to application preparation (not administration) and capped at $1,500. Timing of Allowable Costs:
• Fees must be paid within the following timeframe:
o 90 days prior to the publication date of the NOFO and up to 30 days after the application period closes.

Retainer or Subscription Fees:
• Retainer or subscription fees are eligible if:
o They were competitively secured.
o Costs are limited to the start of the appropriation period for the underlying award. o They meet the requirements under 2 C.F.R. § 200.458.

Ineligible Costs:
• Fees payable on a contingency basis are not eligible. • Federal funds cannot be used to pay entities, including grant writers, that are suspended or debarred from federal contracts.

Verification of Contractor Eligibility:
• Recipients must verify contractor eligibility under 2 C.F.R. § 180.300 to ensure compliance.

Accuracy and Certification:
• Applicants must review all work produced by grant writers or third parties for accuracy before submission.
• By submitting the application, applicants certify that:
o All information is true and accurate.
o Submission of false or misleading information, regardless of intent, may result in actions by FEMA, including:
 The application not being considered for award.
 Temporary withholding of funding under an existing award pending investigation.
 Referral to the DHS Office of Inspector General (OIG).

Required Documentation:

Applicants must provide the following documentation to FEMA upon request:

1. Grant Writer’s Contract for Services
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2. Invoice or Purchase Order

3. Canceled Check (Front and Back)

4. Evidence of Competitive Procurement
• If local procurement policies do not require competitive bidding for amounts under $1,500, applicants may be asked to provide a copy of that policy.

Failure to provide the requested documentation may result in the grant writer fee being deemed ineligible, and the grant may be reduced accordingly.

Application Participants:
• FEMA requires applicants to identify all individuals or organizations that assisted with the development, preparation, or review of the application in the “Contact Information” section.
• This includes anyone involved in drafting or writing the narrative and budget, whether:
o Compensated or not.
o Assistance occurred before submission of the application.

By adhering to these guidelines, applicants can ensure compliance with FEMA requirements and avoid issues with grant writer fee eligibility.

Maintenance and Sustainment for AFG Programs
Allowable Costs:
• FEMA preparedness grant funds may cover repairs, replacements, maintenance contracts, warranties, and user fees if they directly support critical capabilities developed with FEMA or DHS grants.

Unallowable Costs:
• Routine upkeep (e.g., gasoline, tire replacement, oil changes, inspections, or facility maintenance) and related supplies are the recipient's responsibility and cannot be funded by the grant.

Guidelines for Maintenance Agreements, Warranties, and User Fees:

1. Grant Period Limitation:
• Maintenance agreements, service contracts, or warranties purchased with grant funds cannot extend beyond the grant's period of performance, unless:
o The warranty is incidental to the original equipment purchase and aligns with typical coverage for such items.

2. Stand-Alone Agreements:
• Warranties or maintenance contracts for already-owned equipment cannot exceed the grant's period of performance.

3. Reasonableness:
• Extended warranties or agreements must be reasonable for the equipment's expected useful life. For example, a 10-year warranty on equipment with a 5-year lifespan is not reasonable and cannot be charged to the grant.

Taxes, Fees, Levies, and Assessments
Taxes, fees, levies, or assessments that the recipient is legally required to pay and are directly related to any eligible AFG Program acquisition activity may be charged to an AFG Program award pursuant to 2 C.F.R. § 200.470. These charges shall be identified and enumerated in the AFG Program application narrative, as well as the “Request Details” section of the acquisition activity.
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Any avoidable and unreasonable costs that result from the action or inaction of a recipient (or recipient’s agent) or that prevent that recipient from enjoying any lawful exemption, waiver, or reduction of any tax, fee, levy, or assessment directly related to any eligible AFG Program acquisition activity, are not chargeable to any AFG award.

Example: Governmental entities and Public Safety Agencies are exempt from some Federal Communications Commission (FCC) fees*, but only if the eligible organization submits an exemption or waiver request to the FCC.
*Government entities are not required to pay FCC regulatory fees. Nonprofit entities (exempt under Section 501 of the Internal Revenue Code) may also be exempt. The FCC requires that any entity claiming exempt status submit, or have on file with the FCC, a valid Internal Revenue Service Determination Letter documenting its nonprofit status or certification from a governmental authority attesting to its exempt status. For more information, please visit the Federal Communications Commission website.

Excess Funds: Guidelines and Restrictions:

FEMA expects recipients to complete awarded activities within the budget allocated. However, excess funds may remain after completing the original project described in the recipient’s award.

This may be due to cost savings from under-budget acquisition activities or competitive procurement processes. These excess funds are to generally be deobligated and may not be used for additional activities.

FEMA may consider exceptions if urgent and compelling needs are identified that directly relate to a demonstrated event(s) impacting the health and safety of the department's firefighters, such as a presidentially declared disaster. Requests must be submitted at least 120 days prior to period of performance expiration. NOTE: the opportunity for excess funds is limited when the original uncompleted Scope of Work is changed via an amendment such as reduction in quantities.

Payments and Amendments
FEMA uses the Direct Deposit/Electronic Funds Transfer method of payment to recipients.

AFG Program payment/drawdown requests are generated using FEMA GO. Recipients should not expend funds until all special conditions listed on the grant award document have been met, including completion of EHP review, and the request for payment in FEMA GO has been approved. Recipients should draw down funds based upon immediate disbursement requirements; however, FEMA strongly encourages recipients to draw down funds as close to disbursement or expenditure as possible to avoid accruing interest.

Non-federal entities should keep detailed records of all transactions involving the grant. FEMA may at any time, request copies of any relevant documentation and records, including purchasing documentation along with copies of cancelled checks for verification. See, e.g., 2 C.F.R. §§ 200.318(i), 200.334, 200.337.

Advances
Advance Payments:
• Recipients can receive advance payments if they:

1. Minimize the time between receiving funds and spending them (within 30 days).

2. Maintain financial management systems that meet federal standards (2 C.F.R. Part 200).

Requirements for Advance Payments:
• Recipients must submit invoices or purchase orders with their payment requests. 150
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• Environmental and Historic Preservation (EHP) review must be completed before advance payments are made.

Compliance with Federal Laws:
• Recipients must follow federal laws in effect when the grant is awarded, including:
o Uniform Administrative Requirements (2 C.F.R. Part 200). o Cash Management Improvement Act (CMIA) (31 C.F.R. Part 205).

Interest on Federal Funds:
• Interest accrues from the time funds are deposited into the recipient’s account until they are spent on program purposes.
• For the interest rate, refer to the Treasury Current Value of Funds Rate.

Reimbursement
Reimbursement Payments:
• Reimbursement is preferred if advance payment requirements under 2 C.F.R. § 200.305 cannot be met.
• Recipients must minimize the time between receiving funds and spending them, as required by 31 C.F.R. Part 205.

Requirements for Reimbursement Requests:
• Recipients must provide:

1. Proof of purchase (e.g., canceled check or credit card transaction).

2. Active SAM.gov registration.

3. Final invoice(s).

Rebates
Recipients shall disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting additional cash payments, in accordance with 2 C.F.R. § 200.305. The reduction of federal financial participation via rebates/refunds may generate excess funds for the recipient if the recipient previously obligated their Cost Share match based upon the original award figures. If the recipient previously obligated their original Cost Share prior to the rebate, then the recipient may have minimum excess funds equal to the difference between the original Cost Share less the rebate adjusted Cost Share
Payment Requests During Closeout
Reimbursement Payment Requests:
• Recipients may submit reimbursement payment requests up to 120 days after the expiration of the Period of Performance (POP) during the award’s closeout reconciliation. • Reimbursement payments are the only eligible payment requests allowed after the grant’s POP has expired.

Eligibility Requirements for Reimbursement:
• The expenditure must have been obligated and the goods or services received during the active POP of the award.
• The payment request must include clear and specific information certifying that the liquidation of federal funds is for an obligation properly incurred during the active POP.

FEMA Review:
• FEMA may request supporting documentation for the reimbursement at any time for review.
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By adhering to these guidelines, recipients can ensure compliance with FEMA requirements for payment requests during the closeout period.

Amendments to AFG Program Awards: Guidelines
General Expectations:
• Recipients are expected to complete their projects as awarded. • The AFG Program does not guarantee approval of any deviation from the original award. • Amendments may be approved by FEMA on a case-by-case basis for specific reasons.

Allowable Reasons for Amendments:

1. Extension of the Period of Performance (POP):
• Extensions are limited to 6 months and only to complete the original, unamended scope of work. (vehicles/apparatus awards may be granted additional time) • Extensions cannot be used to utilize excess funds.
• Extension requests must be submitted 120 days prior to the period of performance expiring

2. Changes to the Award Scope:
• Changes to specific item descriptions.
• Adjustments to quantities of items or services procured. • Retroactive approval (pre-award).
• Closeout issues.

3. Budget Changes:
• Non-closeout deobligation of funds.
• Adjustments to unit prices due to changes in quantities.

Submission Requirements:
• Amendments must be submitted via FEMA GO.
• Requests must include specific and compelling justifications for the proposed changes. • Amendments must be submitted at least 120 days before the end of the Period of Performance (POP).

Additional Requirements:
• Recipients must maintain an active SAM.gov registration for all amendments to be considered.

By adhering to these guidelines, recipients can ensure their amendment requests are properly submitted and have the best chance of being approved by FEMA.

Deobligation of Unused Funds: Guidelines
What is Deobligation?
• Deobligation refers to the return of unused funds, including:
o Funds previously drawn down via payment requests.
o Remaining award funding that was never requested.

Process for Deobligation:

1. Submit an Amendment in FEMA GO:
• The recipient must submit an amendment stating that the unliquidated funds are not necessary for fulfilling the grant’s obligations or mission. • The amendment must also indicate the recipient’s understanding that the returned funds will be deobligated and will no longer be available for any future award expenses.

2. Confirmation Process:
• FEMA will confirm the deobligation amendment with all points of contact listed in the grant. 152
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• After confirmation, FEMA will hold the approved deobligation request for 14 days to allow the recipient time to reconsider.

3. Finalization:
• Once processed, the deobligation of funds is permanent and cannot be reversed.

Impact of Deobligation:
• Deobligation will:
o Decrease the federal portion of the grant.
o Reduce the recipient’s Cost Share obligation.
o
By following this process, recipients can return unused funds in compliance with FEMA guidelines while ensuring proper documentation and understanding of the deobligation's finality.

Disposition of Grant Funded Equipment
A recipient must use, manage, and dispose of AFG Program-funded equipment in accordance with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 C.F.R. § 200.313. Except for state governments, when original or replacement equipment acquired under an AFG award is no longer needed for the original project, program, or other activities currently or previously supported by a federal awarding agency, the recipient must request disposition instructions from FEMA. FEMA strongly recommends contacting the Fire Grants Help Desk prior to the disposition of AFG Program funded equipment, to include vehicles.
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ATTACHMENT 4
SUPPLEMENTAL STATEMENT TO CITY OF BURBANK’S
FISCAL YEAR 2025 ASSISTANCE TO FIREFIGHTERS GRANT

APPLICATION AND GRANT AGREEMENT
The City of Burbank (“City” and/or “Subrecipient”) hereby submits this Supplemental Statement to accompany its Fiscal Year 2025 Assistance to Firefighters Grant (AFG) Grant Award in response to the U.S. Department of Homeland Security (DHS) AFG Notice of Funding Opportunity (the “AFG NOFO”). Through the AFG NOFO, DHS is administering funding from the Federal Emergency Management Agency’s (FEMA) AFG Grant Program Notice of Funding Opportunity DHS-25-GPD-044-00-98, Assistance Listing Number 97.044.

Section 9(B) of the FEMA NOFO states, “A recipient under this funding opportunity must comply with the FY 2026 Department of Homeland Security Standard Terms and Conditions, with the following exceptions. The term titled “Communication and Cooperation with the Department of Homeland Security and Immigration Officials” and paragraph (2)(a)(ii) of the term titled “Federal Anti-Discrimination Laws Material to the Government’s Payment Decisions Under the False Claims Act” do not apply to any federal award under this funding opportunity.”
In full reliance upon the terms of the Grant Award and as explicitly exempted under the FEMA NOFO, the City confirms its understanding that the exempted paragraphs cited in the preceding paragraph do not apply to its application, required assurances, Grant Award, or to any eventual award under the FEMA NOFO.

The City’s submission does not constitute acceptance of, or agreement to, the conditions set forth in the FY 2026 DHS Standard Terms and Conditions - Section 9(B). In submitting this Supplemental Statement, the City does not agree to be bound by the conditions set forth in FY 2026 DHS Standard Terms and Conditions - Section 9(B) or substantially similar conditions in any final award.
154
1 STAFF REPORT
DATE: October 13, 2026
TO: Justin Hess, City Manager
FROM: Patrick Prescott, Community Development Director
Eric Lashley, Library Services Director
VIA: Mary Hamzoian, Acting Assistant Community Development Director – Economic Development and Real Estate
BY: Kimberly Montes, Real Estate and Project Manager
SUBJECT: Adoption of a Resolution Approving a 36-Month Lease Agreement with 303 N. Glenoaks Boulevard CA, LLC, a Delaware Limited Liability Company, for the Property Located at 303 N. Glenoaks Boulevard, Suite 500

RECOMMENDATION
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK APPROVING A THIRTY-SIX MONTH LEASE AGREEMENT WITH 303 N. GLENOAKS BOULEVARD

CA, LLC, A DELAWARE LIMITED LIABILITY COMPANY, FOR THE PROPERTY LOCATED AT 303 N. GLENOAKS BOULEVARD, SUITE 500 (Attachment 1).

BACKGROUND
The planned design and construction of the new Burbank Central Library and Civic Center Project (Project) is anticipated to begin Summer 2027, subject to City Council approval and award of a Progressive Design Build (PDB) contract. To prepare for the Project, abatement and demolition of the Administrative Services Building (ASB) is expected to begin in approximately February 2027. As a result, staff from the Financial Services Department and the Management Services Department, who are currently housed in ASB, will need to temporarily relocate to an alternate office space for approximately 36 months until the Project is completed in Spring of 2029.The temporary relocation of staff is necessary to allow the Project to proceed while providing both departments suitable office space to maintain their operations during the construction period.

COMMUNITY

DEVELOPMENT
Consent Calendar
Item #5
155
2 DISCUSSION
Several locations were evaluated for the temporary relocation and compared based on proximity to City facilities, size of space, compatibility for department operations, and parking availability. Ultimately, the office space located at 303 N. Glenoaks Boulevard, which includes exclusive use of the fifth floor (Premises) and non-exclusive use of the second floor, was identified as the optimal option. The Premises are well suited for the temporary relocation due to its proximity to the City’s existing administrative buildings, available parking, and configuration that will allow the departments to maintain their internal operations and continue supporting City services during construction.

The Premises contain approximately 18,291 rentable square feet (RSF) on the fifth floor, commonly identified as Suite 500, with non-exclusive use of the second-floor mezzanine amenities. The proposed lease term is 36 months, with early access beginning approximately 30 days before the Commencement Date, as defined below, to allow for installation of Information Technology (IT) equipment, furniture delivery, and completion of landlord work needed to prepare the space for occupancy. Staff evaluated the parking availability at the location and determined that there is sufficient parking to support the anticipated needs of relocated staff and visitors.

As reflected in the proposed Lease Agreement (Attachment 2), the Commencement Date is the earlier of (i) December 1, 2026; or (ii) the date that is 30 days following delivery of possession of the Premises with Landlord’s Work Substantially Complete (Commencement Date).

During lease negotiations, staff worked with the Lessor and its broker to finalize the proposed Agreement, including the financial and operational terms necessary for the City's temporary relocation. The proposed Agreement includes annual base rent adjustments and provides for the City's share of certain increases in operating expenses and property taxes, as further described in the Fiscal Impact section.

The total approximate cost of the Lease for 36 months is estimated at $2.5 million, which is less than the City’s original budget estimate for this temporary relocation. Beginning after the first 12 months, the City would be responsible for its pro-rata share of increases in operating expenses and property taxes above the applicable Base Year. 156
3 Photos of non-exclusive amenities, second floor of 303 N. Glenoaks Boulevard.

Photos of exclusive space within the fifth floor of 303 N. Glenoaks Boulevard. 157
4 ENVIRONMENTAL REVIEW
Approving the proposed lease with 303 N. Glenoaks Boulevard CA, LLC, has no potential for resulting in either direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. As such, the action is not a “project” subject to the requirements of the California Environmental Quality Act (CEQA) 14 Cal. Code Regs § 15378. If approved, the proposed Lease will provide temporary office space for City employees during the design and construction of the Project. The Project was evaluated under CEQA and the CEQA Guidelines (14 Cal. Code Regs. §§ 15000 et seq.) and determined to be in compliance with a previously prepared Mitigated Negative Declaration for Planned Development No. 2002-2 with Development Review No. 2002-42 (MND). An Addendum to the MND was prepared for the Project in accordance with CEQA Guidelines Section 15164, and concluded that none of the conditions described in CEQA Guidelines Section 15162 have occurred. No further environmental review is required at this time.

FISCAL IMPACT
The proposed Lease Agreement would result in base rent costs beginning on the Commencement Date. Based on 18,291 RSF at $3.60/RSF, the initial monthly base rent is approximately $65,848. The proposed Lease Agreement provides for 3% annual increases after the first 12 months and full base rent abatement during months 34 through

36. In addition, beginning after the first 12 months, the City would be responsible for its pro-rate share of increases in operating expenses and property taxes above the applicable Base Year.

The total approximate cost of the Lease Agreement is estimated at $2.5 million. Funds for this Lease Agreement and other related expenses leading up to construction of the Project were appropriated in the Project account for the Burbank Central Library and Civic Center Project as part of the Fiscal Year 2026-27 Budget adoption process.

CONCLUSION
Staff recommends Council adopt the Resolution approving a 36-month Lease Agreement with 303 N. Glenoaks Boulevard CA, LLC, a Delaware limited liability company, for the Property Located at 303 N. Glenoaks Boulevard, Suite 500. Adoption of the proposed Resolution and Lease Agreement with 303 N. Glenoaks Boulevard, LLC will provide temporary office space for Financial Services and Management Services staff during the abatement, demolition, and construction associated with the Project. The proposed 36- month lease term provides for a Commencement Date, as defined, and early access beginning approximately 30 days before the Commencement Date to facilitate transition activities before occupancy. The Lease Agreement will allow the affected departments to maintain continuity of operations while the Project is under construction. 158
5 ATTACHMENTS
Attachment 1 – Resolution
Attachment 2 – Lease Agreement
159
ATTACHMENT 1
ATTACHMENT 1 – 1
RESOLUTION NO. ________

A RESOLUTION OF THE COUNCIL OF THE CITY OF

BURBANK APPROVING A THIRTY-SIX MONTH LEASE
AGREEMENT WITH 303 N. GLENOAKS BOULEVARD CA,

LLC, A DELAWARE LIMITED LIABILITY COMPANY, FOR
THE PROPERTY LOCATED AT 303 N. GLENOAKS
BOULEVARD, SUITE 500
THE COUNCIL OF THE CITY OF BURBANK FINDS AS FOLLOWS:

A. As part of the planned design and construction of the City’s New Burbank Central Library and Civic Center Project (“Project”), which is subject to Council award of a Progressive Design Build (“PDB”) contract, the abatement and demolition of the Administrative Services Building are projected for approximately February 2027, which requires the Financial Services Department and the Management Services Department staff to be temporarily relocated to another office space for a period of approximately thirty-six (36) months to maintain continuity of City operations while the Project is completed.

B. 303 N. Glenoaks Boulevard CA, LLC, a Delaware limited liability company (“Landlord”), owns the real property located at 303 N. Glenoaks Boulevard, California (“Property”), which includes approximately a total of 186,590 rentable square feet.

C. City desires to enter into a Lease Agreement with Landlord for exclusive use of approximately 18,291 rentable square feet of office space located on the fifth (5th) floor of the Property (“Premises”) and non-exclusive use of the second (2nd) floor mezzanine amenities for a thirty-six (month) term in order for the Project to proceed while providing the departments with suitable office space during the Project.

D. Pursuant to BMC 2-2-501, the City Manager is authorized to negotiate for and to lease real property for City purposes, subject to approval of the City Council.

E. Pursuant to BMC 2-2-502, City has assessed comparable rental spaces in the City and determined that the Premises are offered at fair rental value.

F. The approval and execution of this Lease Agreement will not result in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore the action is not a “project” subject to the requirements of the California Environmental Quality Act (CEQA) 14 Cal. Code Regs § 15378. The Lease Agreement will provide temporary office space for City employees during the design and construction of the Project. The Project was evaluated under CEQA and the CEQA Guidelines (14 Cal. Code Regs. §§ 15000 et seq.) and determined to be in compliance with a previously prepared Mitigated Negative Declaration for Planned Development No. 2002-2 with Development Review No. 2002-42 (MND). An Addendum to the MND was prepared for the Project in accordance with CEQA Guidelines Section 15164, and concluded that none of the conditions described in CEQA Guidelines 160
ATTACHMENT 1
ATTACHMENT 1 – 2
Section 15162 have occurred. No further environmental review is required at this time.

THE COUNCIL OF THE CITY OF BURBANK RESOLVES AS FOLLOWS:

1. The forgoing recitals are true and correct and incorporated as if restated herein in their entirety.

2. City Council finds that the Lease Agreement (Attachment 1) for the real property located at 303 N. Glenoaks Boulevard, California serves City purposes, by providing necessary temporary office space for the Financial Services Department and Management Services Department during the course of the design and construction of the Project, while maintaining continuity of City operations.

3. City Council has reviewed the terms of the proposed Lease Agreement for 303 N. Glenoaks Boulevard, California with Landlord, and hereby approves the Lease Agreement, all terms contained therein, and makes all findings required pursuant to the Burbank Municipal Code for the lease of real property for City purposes.

4. The City Manager or their designee is authorized to execute the Lease Agreement, any amendments thereto, or any other necessary documents to effectuate the Lease, on behalf of the City, subject to City Attorney approval as to form.

5. The authorization for the City Manager or their designee to execute the Lease Agreement pursuant to Section 4 of this Resolution shall be contingent upon the Council’s award of a PDB contract to proceed with the Project.

6. Environmental Review. The City Council exercises its independent judgment and finds, based upon the record before it, that this approval involves a lease that would not result in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore the action is not a “project” subject to the requirements of the California Environmental Quality Act (CEQA) 14 Cal. Code Regs § 15378. The City Council further finds that the Lease Agreement will provide temporary office space for City employees during the design and construction of the Project; the Project was evaluated under CEQA and the CEQA Guidelines (14 Cal.

Code Regs. §§ 15000 et seq.) and determined to be in compliance with a previously prepared Mitigated Negative Declaration for Planned Development No. 2002-2 with Development Review No. 2002-42 (MND); and an Addendum to the MND was prepared for the Project in accordance with CEQA Guidelines Section 15164, and concluded that none of the conditions described in CEQA Guidelines Section 15162 have occurred. As such, no further environmental review is required at this time.

7. The City Clerk is authorized to attest to this Lease Agreement. 161
ATTACHMENT 1
ATTACHMENT 1 – 3
PASSED and ADOPTED this ___ day of _____, 2026.
___________________________
Tamala Takahashi
Mayor
Approved as to Form:

Attest: Office of the City Attorney
________________________ By: ________________________
Kimberley Clark, City Clerk Sei-Hee Park
Assistant City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF BURBANK )
I, Kimberley Clark, City Clerk, do hereby certify that the foregoing Resolution was duly and regularly passed and adopted by the Council of the City of Burbank at its regular meeting held on the ____ day of ______ 2026 by the following vote:

AYES:

NOES:

ABSENT:
__________________ _____
Kimberley Clark, City Clerk
162

CONNEXION BURBANK
303 N. Glenoaks Boulevard, Burbank, California

OFFICE LEASE
303 N. GLENOAKS BOULEVARD CA, LLC
a Delaware limited liability company
as Landlord,
and
City of Burbank
a municipal corporation
as Tenant
Suite Number 500
ATTACHMENT 2 ATTACHMENT 2 - 1
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City of Burbank

SUMMARY OF BASIC LEASE INFORMATION
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Office Lease (this Summary and the Office Lease to be known collectively as the “Lease”). Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined in this Summary shall have the meaning as set forth in the Office Lease.

TERMS OF LEASE
(References are to DESCRIPTION
the Office Lease)

1. Date: October 13, 2026

2. Landlord: 303 N. GLENOAKS BOULEVARD CA,
LLC, a Delaware limited liability company

3. Address of Landlord for Notices
(Section 26.18):
303 N. Glenoaks Boulevard CA, LLC
c/o Lincoln Property Company
303 N. Glenoaks Boulevard, Suite L100
Burbank, CA 91502
Attention: Nikki Resnick, Property Manager
and to:
303 N. Glenoaks Boulevard CA, LLC c/o
Intercontinental Real Estate Corporation
1270 Soldiers Field Road
Boston, MA 02135
Attention: Thomas Ball, Senior Director -
Asset Management
Address of Landlord for Rent
(Section 3.1):
303 N. Glenoaks Boulevard CA, LLC c/o
Lincoln Property Company
303 N. Glenoaks Boulevard, Suite L100
Burbank, CA 91502
Attention: Property Manager

4. Tenant: City of Burbank
a municipal corporation

5. Address of Tenant for Notices
(Section 26.18):

City of Burbank
Community Development Department
Attn: Real Estate Section
ATTACHMENT 2 ATTACHMENT 2 - 2
164
ii
Connexion Burbank
City of Burbank
150 N. Third Street
Burbank, CA 91502
[email protected]
[email protected]

6. Premises, Building and Project
(Article 1):

6.1 Premises: Approximately 18,291 rentable square feet of space on the fifth (5th) floor of the Building known as
Suite 500, as set forth in Exhibit A attached hereto.

6.2 Building: 303 N. Glenoaks Boulevard, Burbank, California 91502, containing approximately 186,590 rentable
square feet.

6.3 Project: Connexion Burbank, consisting of three (3) buildings (300 East Magnolia Boulevard, 303 North
Glenoaks Boulevard, and 333 North Glenoaks
Boulevard, in Burbank, California 91502)
containing a total of approximately 342,059
rentable square feet and other elements as described
in Section 1.1 of the Lease.

7. Term (Article 2):

7.1 Lease Term: Thirty-six (36) months

7.2 Lease Commencement Date: The earlier of (i) December 1, 2026; or (ii) the date that is thirty (30) days following delivery of
possession of the Premises with Landlord’s Work
Substantially Complete (as such are defined in
Exhibit B attached hereto).

7.3 Lease Expiration Date: The last day of the full thirty-sixth (36th) month following the Lease Commencement Date.

8. Base Rent (Article 3):

ATTACHMENT 2 ATTACHMENT 2 - 3
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iii
Connexion Burbank
City of Burbank
Months of
Lease Term
Annual
Base Rent
Monthly Installment
of Base Rent
Rental Rate
per Rentable
Square Foot
1-12 $790,171.20 $65,847.60 $3.60
13-24 $813,876.34 $67,823.03 $3.71
25-33 $628,719.47 $69,857.72 $3.82
34-36 $0.00 $0.00 $0.00

9. Permitted Use (Article 5): General office use, consistent with a first-class office building.

10. Additional Rent:

10.1 Tenant’s Share of Operating
Expenses and Tax Expenses (Section

4.2.7)

9.8% with respect Operating Expenses and Tax
Expenses allocated to only the Building (subject,
however, to Sections 4.2.7 and 4.3.4 below).

10.2 Base Year Calendar year 2027

11. Landlord’s Work:

11.1 Substantial Completion Date

11.2 Early Access Date
See Exhibit B.

Estimated to be November 17, 2026, but no later
than December 1, 2026
Estimated to be November 18, 2026, but no later
than December 2, 2026

12. Parking (Article 24): The right, but not the obligation, to lease up to two (2) reserved, designated parking spaces throughout
the Lease Term.

13. Brokers (Section 26.24): CBRE, representing Landlord ATTACHMENT 2 ATTACHMENT 2 - 4
166

TABLE OF CONTENTS
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Connexion Burbank
City of Burbank
ARTICLE 1 PROJECT, BUILDING AND PREMISES ...................................................................... 1 ARTICLE 2 LEASE TERM ................................................................................................................. 2 ARTICLE 3 BASE RENT .................................................................................................................... 3 ARTICLE 4 ADDITIONAL RENT ..................................................................................................... 4 ARTICLE 5 USE OF PREMISES ...................................................................................................... 12 ARTICLE 6 SERVICES AND UTILITIES ....................................................................................... 14 ARTICLE 7 REPAIRS ....................................................................................................................... 17 ARTICLE 8 ADDITIONS AND ALTERATIONS ............................................................................ 18 ARTICLE 9 COVENANT AGAINST LIENS ................................................................................... 20 ARTICLE 10 INSURANCE................................................................................................................. 21 ARTICLE 11 DAMAGE AND DESTRUCTION ................................................................................ 24 ARTICLE 12 NONWAIVER ............................................................................................................... 26 ARTICLE 13 CONDEMNATION ....................................................................................................... 26 ARTICLE 14 ASSIGNMENT AND SUBLETTING .......................................................................... 27 ARTICLE 15 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES ...................................................................................................... 30 ARTICLE 16 HOLDING OVER ......................................................................................................... 31 ARTICLE 17 ESTOPPEL CERTIFICATES ....................................................................................... 32 ARTICLE 18 SUBORDINATION ....................................................................................................... 32 ARTICLE 19 DEFAULTS; REMEDIES ............................................................................................. 33 ARTICLE 20 COVENANT OF QUIET ENJOYMENT ..................................................................... 36 ARTICLE 21 SIGNS ............................................................................................................................ 37 ARTICLE 22 COMPLIANCE WITH LAWS ...................................................................................... 37 ARTICLE 23 ENTRY BY LANDLORD ............................................................................................. 38 ARTICLE 24 TENANT PARKING ..................................................................................................... 39 ARTICLE 25 SECURITY DEPOSIT ................................................... Error! Bookmark not defined.

ARTICLE 26 MISCELLANEOUS PROVISIONS .............................................................................. 40 ATTACHMENT 2
ATTACHMENT 2 - 5
167

TABLE OF CONTENTS
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City of Burbank

EXHIBITS
A-1 PROJECT SITE PLAN
A-2 OUTLINE OF FLOOR PLAN OF PREMISES
B LANDLORD’S WORK
B-1 LANDLORD’S WORK SCOPE

C INTENTIONALLY DELETED

D MEMORANDUM OF COMMENCEMENT OF LEASE

E RULES AND REGULATIONS

F EXTENSION OPTION RIDER

G GREEN LEASING PROVISIONS
ATTACHMENT 2
ATTACHMENT 2 - 6
168

TABLE OF DEFINED TERMS
vi
Connexion Burbank
City of Burbank
Acceptable Changes .................................................................................................................... 18 Additional Rent. ............................................................................................................................ 4 Affiliate ....................................................................................................................................... 30 Alterations ................................................................................................................................... 18 Amortization Interest Rate ............................................................................................................ 5 Base Rent ...................................................................................................................................... 3 BOMA Standard ........................................................................................................................... 2 Brokers ........................................................................................................................................ 43 Building......................................................................................................................................... 1 Calendar Year ............................................................................................................................... 4 Claims ......................................................................................................................................... 21 Comparable Buildings .................................................................................................................. 5 Control ....................................................................................................................................... 30 Cost Pools ................................................................................................................................... 11 Environmental Laws ................................................................................................................... 13 Estimate....................................................................................................................................... 10 Estimate Statement...................................................................................................................... 10 Estimated Excess ........................................................................................................................ 10 Excess ........................................................................................................................................... 9 Expense Year ................................................................................................................................ 4 Fair Market Rental Rate ............................................................................ Extension Option Rider Force Majeure ............................................................................................................................. 42 Hazardous Materials ................................................................................................................... 13 Holidays ...................................................................................................................................... 15 Insurance Start Date .................................................................................................................... 22 Interest Rate ................................................................................................................................ 12 Landlord ........................................................................................................................................ 1 Landlord Parties .......................................................................................................................... 21 Landlord’s Damage Notice ......................................................................................................... 24 Laws ............................................................................................................................................ 37 Lease ............................................................................................................................................. 1 Lease Commencement Date ......................................................................................................... 3 Lease Expiration Date ................................................................................................................... 3 Lease Term.................................................................................................................................... 3 Lease Year .................................................................................................................................... 3 Non-Premises Wiring and Cabling ............................................................................................. 17 Notices ........................................................................................................................................ 42 Operating Expenses ...................................................................................................................... 4 Other Buildings ............................................................................................................................. 1 Premises ........................................................................................................................................ 1 Project ........................................................................................................................................... 1 Proposition 13 ............................................................................................................................... 8 Remediation Costs ........................................................................................................................ 8 Renovations................................................................................................................................. 44 Rent. .............................................................................................................................................. 4 ATTACHMENT 2
ATTACHMENT 2 - 7
169

TABLE OF DEFINED TERMS
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Connexion Burbank
City of Burbank
Rental Loss Damages .................................................................................................................. 31 Security Deposit .......................................................................................................................... 39 Statement..................................................................................................................................... 10 Subject Space .............................................................................................................................. 26 Summary ........................................................................................................................................i Systems and Equipment ................................................................................................................ 8 Tax Expenses ................................................................................................................................ 8 Tenant ........................................................................................................................................... 1 Tenant’s Share .............................................................................................................................. 9 Transfer Notice ........................................................................................................................... 26 Transfer Premium ....................................................................................................................... 28 Transferee ................................................................................................................................... 26 Transfers ..................................................................................................................................... 26 ATTACHMENT 2
ATTACHMENT 2 - 8
170
1 Connexion Burbank
City of Burbank

OFFICE LEASE
This Office Lease, which includes the preceding Summary attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between 303 N.

GLENOAKS BOULEVARD CA, LLC, a Delaware limited liability company (“Landlord”), and CITY OF BURBANK, a municipal corporation (collectively, the “Tenant”).

ARTICLE 1

PROJECT, BUILDING AND PREMISES

1.1 Project, Building and Premises.

1.1.1 Building and Project. The Building defined in Section 6.2 of the Summary (the “Building”) is part of a multi-building commercial project located at near the intersection of East Magnolia and North Glenoaks Boulevards in Burbank, California. As used in this Lease, the term “Project” shall mean, collectively, the following: (A) the Building; (B) the other buildings located or to be located from time to time within the aforementioned Project, including without limitation, the buildings located at 300 E. Magnolia Boulevard, and 350 and 360 E. Magnolia Boulevard (collectively, the “Other Buildings”); (C) those certain related parking areas of the Building and Other Buildings (the “Parking Areas”); (D) any plaza areas, walkways, driveways, courtyards, transportation facilitation areas and other improvements and facilities now or hereafter constructed surrounding and/or servicing the Building, Other Buildings and the Parking Areas, which are designated from time to time by Landlord as common areas; (E) any additional buildings, improvements, facilities, parking areas and structures and common areas which Landlord may add thereto from time to time within or as part of the Project; and (F) the land upon which any of the foregoing are situated. A depiction of the Project is set forth on the Site Plan attached to this Lease as Exhibit A-1. Notwithstanding any term or provision to the contrary contained in this Lease, the Buildings other than this Building shall only be a part of the Project to the extent owned by Landlord or an Affiliate thereof or subject to a cost sharing and reciprocal use agreement (or other similar agreement providing for the common management and use of certain common areas and other amenities of the Buildings). In addition, notwithstanding the foregoing or anything contained in this Lease to the contrary, (1) Landlord has no obligation to expand or otherwise make any improvements within the Project, and (2) Landlord shall have the right from time to time to include or exclude any improvements or facilities within the Project, at Landlord’s sole election, as more particularly set forth in Section 1.1.3 below, provided such exclusion will not materially and adversely interfere with Tenant’s permitted use of or access to the Premises (as defined below).

1.1.2 Premises. Upon and subject to the terms, covenants and conditions hereinafter set forth in this Lease, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 6.1 of the Summary (the “Premises”), which Premises are located in the Building and located within the Project. The outline of the floor plan of the Premises is set forth in Exhibit A-2 attached hereto.

1.1.3 Tenant’s and Landlord’s Rights. Tenant is hereby granted the right to the nonexclusive use by Tenant and Tenant’s employees, agents, contractors and invitees, of the common corridors and hallways, stairwells, elevators, restrooms and other public or common areas located within the Building (excluding the roof), including but not limited to the second (2nd) floor mezzanine amenities, ATTACHMENT 2
ATTACHMENT 2 - 9
171
2 Connexion Burbank
City of Burbank
and access to restrooms on the second (2nd), fourth (4th) and sixth (6th) floors, and the non-exclusive use by Tenant and Tenant’s employees, agents, contractors and invitees, of the areas located on the Project designated by Landlord from time to time as common areas for the Building; provided, however, that Tenant’s use thereof shall be subject to (i) the provisions of any covenants, conditions and restrictions regarding the use thereof now or hereafter recorded against the Project, and (ii) such reasonable, nondiscriminatory rules, regulations and restrictions as Landlord may make from time to time (which shall be provided in writing to Tenant). Landlord reserves the right from time to time to use any of the common areas of the Project, and the roof, risers and conduits of the Building and Other Buildings for telecommunications and/or any other purposes, and to do any of the following, as long as such acts are performed in accordance with all applicable Laws (as defined in Article 22 below) and do not materially and adversely interfere with Tenant’s permitted use of or access to the Premises or materially increase Tenant’s obligations under this Lease: (1) make any changes, additions, improvements, repairs and/or replacements in or to the Project or any portion or elements thereof, including, without limitation, (x) changes in the location, size, shape and number of driveways, entrances, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways, plazas, courtyards, transportation facilitation areas and common areas, and, subject to Article 24 below, parking spaces, parking structures and parking areas, and (y) expanding or decreasing the size of the Project and any common areas and other elements thereof; (2) close temporarily any of the common areas while engaged in making repairs, improvements or alterations to the Project; and (3) perform such other acts and make such other changes with respect to the Project as Landlord may, in the exercise of good faith business judgment, deem to be appropriate.

1.2 Rentable and Usable Square Feet. The rentable square feet of the Premises, Building and Project are approximately as set forth in Section 6 of the Summary. For purposes hereof, the “rentable square feet” of the Premises and the Building shall be calculated by Landlord pursuant to the Building Owners and Managers Association International Standard Method for Measuring Floor Area in Office Building, ANSI Z65.1-2017 (the “BOMA Standard”) as a guideline. The purpose of this calculation is solely to provide a general basis for comparison and pricing of this space in relation to other spaces in the market area. The rentable square feet of the Premises, Building and Project are subject to verification from time to time by Landlord’s planner/designer and such verification shall be made in accordance with the provisions of this Section 1.2. In the event that Landlord’s planner/designer determines that the rentable square feet of the Premises, Building and/or Project pursuant to the BOMA Standard shall be different from the amounts thereof set forth in this Lease, Landlord shall modify all amounts, percentages and figures appearing or referred to in this Lease to conform to such corrected square footage amounts therefor (including, without limitation, the amount of the Base Rent, Tenant’s Share of Operating Expenses and Tax Expenses and the Tenant Improvement Allowance, if any). Landlord and Tenant shall confirm any such modifications in writing.

1.3 Condition of the Premises. Except as specifically set forth in this Lease: (i) Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises, the Building or the Project; and (ii) Landlord has made no representation or warranty regarding the condition of the Premises, the Building or the Project.

ARTICLE 2

LEASE TERM

2.1 Lease Term. The terms and provisions of this Lease shall be effective as of the date of this Lease except for the provisions of this Lease relating to the payment of Rent. The term of this Lease (the ATTACHMENT 2
ATTACHMENT 2 - 10
172
3 Connexion Burbank
City of Burbank
“Lease Term”) shall be as set forth in Section 7.1 of the Summary and shall commence on the date (the “Lease Commencement Date”) set forth in Section 7.2 of the Summary and shall terminate on the date (the “Lease Expiration Date”) set forth in Section 7.3 of the Summary, unless this Lease is sooner terminated as hereinafter provided. For purposes of this Lease, the term “Lease Year” shall mean each consecutive twelve (12) month period during the Lease Term, provided that the last Lease Year shall end on the Lease Expiration Date. If the Lease Commencement Date occurs on a date other than the first day of a month, then the first (1st) Lease Year shall commence on the Lease Commencement Date and end on the last day of the full twelfth (12th) month thereafter. Promptly following the Lease Commencement Date, Landlord shall execute and deliver to Tenant a Memorandum of Commencement of Lease in the form as set forth in Exhibit D, attached hereto, which memorandum (if factually correct) Tenant shall execute and return to Landlord within ten (10) days after receipt thereof.

ARTICLE 3

BASE RENT

3.1 Base Rent. Tenant shall pay, without notice or demand, to Landlord or Landlord’s agent at the address for rent specified in Section 3 of the Summary, or at such other place as Landlord may from time to time designate in writing, in currency, by wire transfer or a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, base rent (“Base Rent”) as set forth in Section 8 of the Summary, payable in equal monthly installments as set forth in Section 8 of the Summary in advance on or before the first (1st) day of each and every month during the Lease Term, without any setoff or deduction except as otherwise expressly provided in this Lease. The Base Rent for the first (1st) full month of the Lease Term shall be paid by Tenant to Landlord within thirty (30) days following Tenant’s execution of this Lease. If any rental payment date (including the Lease Commencement Date) falls on a day of the month other than the first day of such month or if any rental payment is for a period which is shorter than one month, then the rental for any such fractional month shall be a proportionate amount of a full calendar month’s rental based on the proportion that the number of days in such fractional month bears to the number of days in the calendar month during which such fractional month occurs. If the Lease Commencement Date falls on a day of the month other than the first day of such month, Tenant shall pay (1) the Base Rent for the first full month of the Lease Term within thirty (30) days following Tenant’s execution of this Lease, and (2) the prorated Base Rent for the first partial month with the Base Rent for the second full month of the Lease Term. All other payments or adjustments required to be made under the terms of this Lease that require proration on a time basis shall be prorated on the same basis. All increases in Base Rent set forth in Section 8 of the Summary shall be tied to the applicable anniversary of the actual Lease Commencement Date as may be adjusted by the preceding sentence.

3.2 Base Rent Abatement. Notwithstanding the provision for the payment of Base Rent for the Premises as set forth in Section 3.1 above, and subject to the provisions of this Section 3.2, Tenant shall be entitled to the abatement of Base Rent for the Premises for the thirty-fourth (34th), thirty-fifth (35th) and thirty-sixth (36th) full calendar months of the initial Lease Term (collectively, the “Abated Rent”), provided that (a) all other obligations of Tenant under the Lease shall remain in full force and effect, including, without limitation, Tenant’s obligation to pay Additional Rent and parking charges, and (b) a default beyond all applicable notice and cure periods by Tenant has not occurred under the Lease during the initial Lease Term. Landlord’s agreement to grant Tenant an abatement of Base Rent pursuant to this Section 3.2 shall be conditioned upon Tenant’s performance of all of the terms, covenants and conditions of the Lease. In the event a default by Tenant under the Lease occurs during the initial Lease Term and is continuing beyond all applicable notice and cure periods, any subsequent payment of all or a portion of Abated Rent which would thereafter be due, but for the abatement granted hereby shall be deemed payable as it becomes due, ATTACHMENT 2
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provided that following any subsequent cure of said default by Tenant, the abatement of rent granted hereby shall be reinstated with respect to installments of the Abated Rent occurring after the cure of such default.

The acceptance by Landlord of Rent or the cure of said default shall not be deemed a waiver by Landlord of the immediately foregoing provision unless otherwise expressly set forth in a writing by Landlord.

ARTICLE 4

ADDITIONAL RENT

4.1 Additional Rent. In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay to Landlord as additional rent the sum of the following: (i) Tenant's Share (as such term is defined below) of the annual Operating Expenses and Tax Expenses allocated only to the Building (pursuant to Section 4.3.4 below), which are in excess of Operating Expenses and Tax Expenses, respectively allocated only to the Building in the "Base Year," as that term is defined in Section 4.2.1 below; and (ii) Tenant's Share of the annual Operating Expenses and Tax Expenses allocated to the entire Project (pursuant to Section 4.3.4 below), which are in excess of Operating Expenses and Tax Expenses allocated to the entire Project in the Base Year. Such additional rent, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, shall be hereinafter collectively referred to as the “Additional Rent.” The Base Rent and Additional Rent are herein collectively referred to as the “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner, time and place as the Base Rent. Without limitation on other obligations of Tenant which shall survive the expiration of the Lease Term, but subject to the limitations set forth in Section 4.3.2 below, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term.

4.2 Definitions. As used in this Article 4, the following terms shall have the meanings hereinafter set forth:

4.2.1 “Base Year” shall mean the year set forth in Section 10.2 of the Summary.

4.2.2 “Calendar Year” shall mean each calendar year in which any portion of the Lease Term falls, through and including the calendar year in which the Lease Term expires.

4.2.3 “Expense Year” shall mean each Calendar Year.

4.2.4 “Operating Expenses” shall mean all expenses, costs and amounts which Landlord shall pay during any Expense Year because of or in connection with the ownership, management, maintenance, repair, replacement, restoration or operation of the Project, including, without limitation, any amounts paid for: (i) the cost of operating, maintaining, repairing, renovating and managing the utility systems, mechanical systems, sanitary and storm drainage systems, and any escalator and/or elevator systems, and the cost of supplies and equipment and maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections and the cost of contesting the validity or applicability of any governmental enactments which affect Operating Expenses, and the costs incurred in connection with the implementation and operation of any government mandated transportation demand management program; (iii) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and maintenance of the Project; (iv) the cost of parking area repair, restoration, and maintenance, including, but not limited to, resurfacing, repainting, restriping, and cleaning; (v) fees, charges and other costs, including consulting fees, legal fees and accounting fees, of all contractors engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the management, ATTACHMENT 2
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operation, maintenance and repair of the Project; (vi) any management agreements, including the cost of any management fee and the fair rental value of any management office space serving the Project; (vii) wages, salaries and other compensation and benefits of all persons engaged in the operation, management, maintenance or security of the Project, and employer’s Social Security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages, salaries, compensation and benefits; provided, that if any employees of Landlord provide services for more than one project of Landlord, then a prorated portion of such employees’ wages, benefits and taxes shall be included in Operating Expenses based on the portion of their working time devoted to the Project; (viii) payments under any easement, license, operating agreement, declaration, restrictive covenant, underlying or ground lease (excluding rent), or instrument pertaining to the sharing of costs by the Project or any portion thereof, including, without limitation, any covenants, conditions or restrictions now or hereafter recorded against or affecting the Project; (ix) operation, repair, maintenance and replacement of all “Systems and Equipment,” as that term is defined in Section 4.2.5 of this Lease, and components thereof; (x) the cost of janitorial service, alarm and security service, window cleaning, trash removal, maintenance of curbs and walkways, and repairs to roofs and re-roofing; (xi) annual amortization (including interest on the unamortized cost at the Amortization Interest Rate, as defined below) of the cost of acquiring, or the rental expense of renting, personal property used in the maintenance, operation and repair of the Project; (xii) the cost of any capital alterations, capital additions, capital repairs and capital improvements to the Building and/or Project (a) which are intended as a labor-saving device or to effect other economies in the operation or maintenance of the Project, (b) made after the Lease Commencement Date that are required under any governmental law or regulation (or amendment thereof) not in effect or being enforced against the Project on the Lease Commencement Date, (c) pertaining to replacement of wall and floor coverings, ceiling tiles and fixtures in lobbies, corridors, restrooms and other common or public areas or facilities, or (d) which are reasonably determined by Landlord to be reasonably required to maintain the functional character of the Project as a first-class office building project; all such costs described in this Section 4.2.4(xii) and the amortization of any other capital expenditures under this Section 4.2.4 (including interest on the unamortized cost at the per annum rate equal to Prime Rate published in The Wall Street Journal from time to time plus two percent (2%) (the “Amortization Interest Rate”)) shall be amortized uniformly over the useful life of the particular capital item in question as Landlord shall reasonably determine in accordance with standard real estate management and accounting practices consistently applied by Landlord and consistent with standard real estate management and accounting practices used by landlords of other first-class office projects in Burbank, California (collectively “Comparable Buildings”); (xiii) all costs of fire, extended coverage, boiler, sprinkler, public liability, property damage, rent, earthquake and other insurance maintained by Landlord for the Building, the Project, and any of its contents, all as reasonably determined by Landlord or as may be required by any mortgagees or the lessor of any underlying or ground lease affecting the Project, and as more particularly described in Section 10.2, below; (xiv) all charges for utilities for the Building and the Project which Landlord shall pay during any Expense Year, including, but not limited to, the costs of water, sewer and electricity, and the costs of heating, ventilation and air-conditioning (“HVAC”) and other utilities (but excluding those charges for which tenants directly reimburse Landlord or pay directly to the utility company) as well as related fees, assessments and surcharges and shall include, without limitation, any costs of utilities which are allocated to the Project under any declaration, restrictive covenant, or other instrument pertaining to the sharing of costs by the Project or any portion thereof, including any covenants, conditions or restrictions now or hereafter recorded against or affecting the Project; (xv) the cost of supplying, replacing and cleaning employee uniforms; and (xvi) fees imposed by any federal, state or local government for fire and police protection, trash removal or other similar services which do not constitute Tax Expenses as defined in Section 4.2.6.

If, during all or any part of any Expense Year or the Base Year, Landlord shall not furnish any particular items of work or service (the cost of which, if performed by Landlord, would be included in ATTACHMENT 2
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Operating Expenses) to a tenant (including Tenant) who has undertaken to perform such item of work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if Landlord had at its own expense furnished such item of work or service to such tenant. In addition, if the Building and/or Project, as applicable, is less than 95% occupied during all or a portion of any Expense Year, Landlord shall make an appropriate adjustment to the variable components of Operating Expenses for such year or applicable portion thereof, employing sound accounting and management principles, to determine the amount of Operating Expenses that would have been paid had the Building and/or Project (and any of such other buildings, as applicable) been 95% occupied; and the amount so determined shall be deemed to have been the amount of Operating Expenses for such year, or applicable portion thereof. In determining such adjustment pursuant to the immediately preceding sentence, any gross receipts taxes, management fees or other expenses that are tied to the receipt of rental income shall be determined as if the applicable buildings described above were 95% occupied during any Expense Year and all tenants were paying the full rental initially payable under their respective leases (as opposed to half-rent or abated rent). Operating Expenses for the Base Year shall exclude marketwide cost increases due to extraordinary circumstances, including, but not limited to, boycotts and strikes, and utility rate increases due to extraordinary circumstances including, but not limited to, Force Majeure (as defined in Section 26.17 below), conservation surcharges, boycotts, embargoes or other shortages, or amortized costs relating to capital improvements. In no event shall the components of Operating Expenses for any Expense Year related to Project utility, services, or insurance costs be less than the components of Operating Expenses related to Project utility, services, or insurance costs, respectively, in the Base Year.

4.2.4.1 Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not include the following:
(a) brokerage commissions, space planning costs, finders’ fees and attorneys’ fees incurred by Landlord in connection with leasing or attempting to lease space within the Project;
(b) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for any tenants in the Project or incurred in renovating or otherwise improving, preparing, decorating, painting or redecorating vacant space for tenants or other occupants of the Project.
(c) interest, points, fees and principal payments on any mortgages encumbering the Project, and other debt costs, if any, except as specifically included in Sections 4.2.4(xi) and (xii) above;
(d) costs of correcting defects in the initial design or construction of the Building;
(e) advertising and promotional expenditures;
(f) costs of any items (including, but not limited to, costs incurred by Landlord with respect to goods, services and utilities sold and/or supplied to tenants and occupants of the Project, and/or for the repair of damage to the Project for items which are reimbursable under any contractor, manufacturer or supplier warranty) to the extent Landlord receives reimbursement from insurance or condemnation proceeds (provided that deductibles shall be included in Operating Expenses), or from a contractor, manufacturer, supplier or any other third party pursuant to any warranty or otherwise ATTACHMENT 2
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(other than reimbursement by tenants pursuant to the Operating Expenses pass-through provisions of their leases); such proceeds shall be credited to Operating Expenses in the year in which received; (g) expenses in connection with services or other benefits for which Tenant is charged directly but which are provided to other tenants of the Project at no cost (or are separately reimbursed by such other tenants);
(h) attorneys’ fees and other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants or other occupants or prospective occupants of the Project (including costs incurred due to violations by tenants of the terms and conditions of their leases), or any other attorneys’ fees incurred in connection with the Project (including, without limitation, any financing, sale or syndication of the Project), except (A) as specifically enumerated as an Operating Expense in this Lease, or (B) to the extent the expenditure of such attorneys’ fees generally benefits the tenants of the Project;
(i) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the operation and management of the Building or Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Building and Project vis-à-vis time spent on matters unrelated to operating and managing the Building and Project; (j) compensation (including benefits) of any employee of Landlord above the grade of portfolio manager or portfolio engineer; (k) costs and overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Project to the extent the same exceeds typical costs and overhead and profit increment of such goods and/or services rendered by qualified unaffiliated third parties on a competitive basis;
(l) any costs for which Landlord has been reimbursed (other than through the Operating Expenses pass-through provisions of other tenants’ leases); (m) costs of signs (other than building directories and signage for various equipment rooms and common areas) in or on the Project or any buildings located on the Project which identify other tenants;
(n) interest, penalties or other costs arising out of Landlord’s failure to make timely payment of any of its obligations under this Lease, including, without limitation, Landlord’s failure to make timely payment of any item that is included in Operating Expenses or Tax Expenses; (o) any costs expressly excluded from Operating Expenses elsewhere in this Lease;
(p) any ground lease rental;
(q) costs incurred by Landlord due to the violation by Landlord of the terms and conditions of any lease of space within the Project; (r) Landlord’s general corporate overhead and administrative expenses, except for the property management fee and except as they relate to the specific management of the Project;
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(s) costs of acquisition of sculptures, painting and other objects of art; (t) costs of cleanup, removal, investigation and/or remediation (collectively, “Remediation Costs”) of any Hazardous Materials (as such term is defined in Article 5 below) in, on or under the Project to the extent such Hazardous Materials are (1) in existence as of the Lease Commencement Date and in violation of applicable Laws in effect as of the Lease Commencement Date, or (2) introduced onto the Project after the Lease Commencement Date by Landlord or any of Landlord’s agents, employees, contractors or tenants in violation of applicable Laws in effect at the date of introduction; and
(u) any Tax Expenses.

4.2.5 “Systems and Equipment” shall mean any plant, machinery, transformers, duct work, cable, wires, and other equipment, facilities, and systems designed to supply heat, ventilation, air conditioning and humidity or any other services or utilities, or comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or fire/life safety systems or equipment, or any other mechanical, electrical, electronic, computer or other systems or equipment which serve the Building and/or Project, as applicable, in whole or in part.

4.2.6 “Tax Expenses” shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, (including, without limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Project), which Landlord shall pay during any Expense Year because of or in connection with the ownership, leasing and operation of the Project or Landlord’s interest therein (including any tax expenses, assessments and other charges allocated to the Project under any declaration, restriction, covenant or other instrument pertaining to the sharing of costs by the Project or any portion thereof, including any covenants, conditions or restrictions now or hereafter recorded against or affecting the Project).

4.2.6.1 Tax Expenses shall include, without limitation:
(i) Any tax on Landlord’s rent, right to rent or other income from the Project or as against Landlord’s business of leasing any of the Project; (ii) Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election (“Proposition 13”) and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants. It is the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies, and charges and all similar assessments, taxes, fees, levies and charges be included within the definition of Tax Expenses for purposes of this Lease;
(iii) Any assessment, tax, fee, levy, or charge allocable to or measured ATTACHMENT 2
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by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; and (iv) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises. (v) In the event the Tax Expenses are reduced on account of Proposition 8 during the Base Year, the Tax Expenses with respect to the Base Year shall be calculated so to ignore such reduction.

4.2.6.2 Any expenses incurred by Landlord in attempting to protest, reduce or minimize Tax Expenses shall be included in Tax Expenses in the Expense Year such expenses are paid.

4.2.6.3 Notwithstanding anything to the contrary contained in this Section 4.2.6, there shall be excluded from Tax Expenses: (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project); (ii) any items included as Operating Expenses; (iii) any items paid by Tenant under Section 4.4 of this Lease; and (iv) penalties, interest and late charges attributable to Landlord’s delinquent payment of any Tax Expenses.

4.2.7 “Tenant’s Share” shall mean with respect to the Building, the percentage calculated by dividing the number of rentable square feet of the Premises by the total rentable square feet in the Building from time to time and stating such amount as a percentage. Tenant’s Share with respect to the Building shall vary depending upon the actual rentable square feet contained within the Building from time to time.

4.3 Calculation and Payment of Additional Rent.

4.3.1 Calculation of Excess. If for any Expense Year ending or commencing within the Lease Term, (i) Tenant’s Share of Operating Expenses and Tax Expenses allocated only to the Building pursuant to Section 4.3.4 below for such Expense Year exceeds Tenant’s Share of Operating Expenses and Tax Expenses allocated only to the Building for the Base Year, and/or (ii) Tenant’s Share of Operating Expenses and Tax Expenses allocated to the entire Project pursuant to Section 4.3.4 below for such Expense Year exceeds Tenant’s Share of Operating Expenses and Tax Expenses allocated to the entire Project for the Base Year, then Tenant shall pay to Landlord, in the manner set forth in Section 4.3.2, below, and as additional rent, an amount equal to such excess of the applicable Operating Expenses and/or Tax Expenses (the “Excess”). For any partial year within the Lease Term, the Excess shall be calculated by comparing Tenant’s Share of Operating Expenses and/or Tenant’s Share of Tax Expenses for such partial Expense Year, as applicable, to the comparable pro-rata portion of Tenant’s Share of Operating Expenses and/or Tenant’s Share of Tax Expenses applicable to the Base Year.

4.3.2 Statement of Estimated Operating Expenses and Tax Expenses. Within thirty (30) days of the commencement of each Expense Year, Landlord shall endeavor to give Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate (the “Estimate”) of what the total amount of Operating Expenses and Tax Expenses allocated to the Building only shall be and also what the total amount of Operating Expenses and Tax Expenses allocated to the entire Project shall be pursuant to Section 4.3.4 below for the new Expense Year, and the estimated Excess (the ATTACHMENT 2
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“Estimated Excess”), as calculated by comparing Tenant’s Share of Operating Expenses and Tax Expenses (allocated to the Building only and to the entire Project), which shall be based upon the Estimate, to Tenant’s Share of Operating Expenses and Tax Expenses (allocated to the Building only and to the entire Project) for the Base Year. Such Estimate Statement shall be itemized on a general major category basis, showing the applicable estimated Operating Expenses and Tax Expenses for such new Expense Year as well as, and with respect to the first Expense Year after the Base Year, the estimated or actual, as applicable, Operating Expenses and Tax Expenses for the Base Year. The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights under this Article 4.

Tenant shall pay to Landlord Tenant’s Share of the Estimated Excess for each such Expense Year, in monthly installments of one-twelfth (1/12) thereof on the first (1st) day of each calendar month during such Expense Year; provided, however, if such Estimate Statement is delivered to Tenant after the start of such new Expense Year, Tenant shall pay to Landlord, with its next installment of Base Rent due, a fraction of the Estimated Excess for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.3.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year to the month of such payment, both months inclusive, and shall have twelve (12) as its denominator. If at any time Landlord determines in good faith that the Excess for an Expense Year is projected to vary from the Estimated Excess for such Expense Year, Landlord may, by notice to Tenant, revise such Estimated Excess, and Tenant’s monthly installments for the remainder of such Expense Year shall be adjusted so that by the end of such Expense Year Tenant shall have paid to Landlord Tenant’s Share of the revised Estimated Excess. Until a new Estimate Statement is furnished, Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the Estimated Excess set forth in the previous Estimate Statement delivered by Landlord to Tenant.

4.3.3 Statement of Actual Operating Expenses and Tax Expenses. Following the end of each Expense Year, Landlord shall give to Tenant a statement (the “Statement”) which shall state (i) the amount of Operating Expenses and Tax Expenses actually incurred or accrued for that Expense Year (including those which are allocated to the Building only and/or which are allocated to the entire Project), and with respect to the first Expense Year following the Base Year, the amount of Operating Expenses and Tax Expenses actually incurred or accrued for the Base Year, and (ii) the amount, if any, of any Excess for that Expense Year. Such Statement shall be itemized on a general major category basis, showing the applicable Operating Expenses and Tax Expenses for such Expense Year (and with respect to the first Expense Year following the Base Year, the applicable Operating Expenses and Tax Expenses for the Base Year). Within ten (10) days after Tenant’s receipt of the Statement for such Expense Year, if an Excess is present, Tenant shall pay to Landlord the full amount of the Excess for such Expense Year, less the amounts, if any, actually paid by Tenant to Landlord with respect to such Expense Year as “Estimated Excess,” as that term is defined in Section 4.3.2 above. If any Statement reflects that the amount of Estimated Excess paid by Tenant to Landlord for such Expense Year is greater than the actual amount of the Excess for such Expense Year, then Landlord shall, at its option, either credit such overpayment toward Tenant’s next Estimated Excess payment(s) then due and payable under this Lease, or remit such overpayment to Tenant within thirty (30) days after such applicable Statement is delivered to Tenant. Even though the Lease Term has expired and Tenant has vacated the Premises, if the Statement for the Expense Year in which this Lease terminates reflects that Tenant’s payment to Landlord of Estimated Excess for such Expense Year was greater than or less than the actual amount of Excess for such last Expense Year, then, within thirty (30) days after Landlord’s delivery of such Statement to Tenant, Landlord shall refund to Tenant any such overpayment, or Tenant shall pay to Landlord any such underpayment, as the case may be. Landlord shall endeavor to deliver the applicable Statement to Tenant within one hundred twenty (120) days after the end of the Expense Year in question, but the failure of Landlord to furnish such Statement within such 120-day period shall not prejudice Landlord from enforcing its rights under this Article 4. In addition, Landlord shall have the right to modify any Statement after the same has been delivered if Landlord becomes aware ATTACHMENT 2
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of any errors or receives new information or invoices after such Statement was issued. In the event that any such revised Statement so delivered shows that an additional Excess is present, then Tenant shall pay to Landlord, within thirty (30) days of receipt of the revised Statement, the amount of the additional Excess.

If any such revised Statement reflects that Tenant has overpaid Tenant’s Share of Operating Expenses and Tax Expenses for such Expense Year, Landlord shall, at its option either credit such overpayment toward Tenant’s next Estimated Excess payment(s) due under this Lease, or refund the overpayment to Tenant within thirty (30) days after such applicable revised Statement is delivered to Tenant.

4.3.4 Allocation of Operating Expenses and Tax Expenses to the Building. The parties acknowledge that the Building is part of a multi-building commercial project consisting of the Building and the Other Buildings and such other buildings as Landlord and/or any other owners of land within the Project may elect to construct and include as part of the Project from time to time (to be included within the definition of “Other Buildings” once constructed) and that certain of the costs and expenses incurred in connection with the Project (i.e. the Operating Expenses and Tax Expenses) as determined by Landlord shall be shared among the Building and such Other Buildings, while certain other costs and expenses which are solely attributable to the Building or any such Other Buildings, as applicable, shall be allocated directly to the Building or any such Other Buildings, respectively. Accordingly, as set forth in Sections 4.1 and

4.2, above and as determined by Landlord on an equitable basis, some Operating Expenses and Tax Expenses shall be allocated to the Project as a whole, and some Operating Expenses and Tax Expenses shall be allocated only to the Building (as opposed to being allocated collectively to the Building and the Other Buildings), and Tenant’s Share shall be calculated for each such category of Operating Expenses and Tax Expenses. As an example of such allocation with respect to Operating Expenses, it is anticipated that Landlord (and/or any other owners of the Project) may receive separate utilities bills from the utilities companies identifying the cost of utilities directly incurred by the Building and each Other Building (as measured by separate meters installed for each such building), and such separately metered or submetered utilities costs shall be calculated for and allocated separately to each such applicable buildings. In addition, in the event Landlord (and/or any other owners of the Project) elect to subdivide certain common area portions of the Project such as landscaping, public and private streets, driveways, walkways, courtyards, plazas, transportation facilitation areas and/or accessways into a separate parcel or parcels of land (and/or separately convey all or any of such parcels to a common area association to own, operate and/or maintain same), the Operating Expenses and Tax Expenses for such common area parcels of land may be aggregated and then reasonably allocated by Landlord to the Building and such Other Buildings on an equitable basis as Landlord (and/or any applicable covenants, conditions and restrictions for any such common area association) shall provide from time to time. Subject to the foregoing provisions of this Section 4.3.4, Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses and/or Tax Expenses between the Building and the Other Buildings and/or among different tenants of the Project and/or among different buildings of the Project as and when such different buildings are constructed and added to (and/or excluded from) the Project or otherwise (the “Cost Pools”). Such Cost Pools may include, without limitation, the office space and/or retail space tenants of the Project or of a building or buildings within the Project. Such Cost Pools may also include an allocation of certain Operating Expenses and/or Tax Expenses within or under covenants, conditions and restrictions affecting the Project. In addition, Landlord shall have the right from time to time, in its reasonable discretion, to include or exclude existing or future buildings in the Project for purposes of determining Operating Expenses and Tax Expenses and/or the provision of various services and amenities thereto, including allocation of Operating Expenses and Tax Expenses in any such Cost Pools. The Operating Expenses and Tax Expenses within each Cost Pool shall be allocated and charged to the tenants within such Cost Pool in an equitable manner.

4.4 Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall reimburse Landlord within thirty (30) days after demand for any and all taxes or assessments required to be ATTACHMENT 2
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paid by Landlord (except to the extent included in Tax Expenses by Landlord), excluding state, local and federal personal or corporate income taxes measured by the net income of Landlord from all sources and estate and inheritance taxes, whether or not now customary or within the contemplation of the parties hereto, when:
(i) said taxes are measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures and other personal property located in the Premises, or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant, to the extent the cost or value of such leasehold improvements exceeds the amount per square foot which Landlord uses as a base value above which Landlord charges other tenants of the Project for real estate taxes attributable to the cost or value of leasehold improvements located in such tenants’ premises; (ii) said taxes are assessed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Project; or
(iii) said taxes are assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

4.5 Late Charges. If any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord’s designee within five (5) business days after said amount is due, then Tenant shall pay to Landlord a late charge equal to three percent (3%) of the amount due. The late charge shall be deemed Additional Rent and the right to require it shall be in addition to all of Landlord’s other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paid when due shall bear interest from the date due until paid at a rate (the “Interest Rate”) equal to the lower of (i) the then-current prime interest rate as such rate is announced by The Wall Street Journal plus two (2) percentage points, or (ii) the highest rate permitted by applicable law. In addition to the foregoing, if Tenant fails to pay three (3) or more Rent payments by their applicable due date, then Landlord shall have the right, at Landlord’s sole option and without limitation of any other rights or remedies available to Landlord, to require that Tenant pay all future payments of Rent by cashier’s check, wire transfer or other “good funds” acceptable to Landlord in Landlord’s sole discretion.

ARTICLE 5

USE OF PREMISES

5.1 Use. Tenant shall use the Premises solely for the purposes set forth in Section 9 of the Summary, consistent with the character of the Project as a first-class office building, and Tenant shall not use or permit the Premises to be used for any other purpose or purposes whatsoever, unless approved by Landlord in Landlord’s sole discretion. Tenant shall be responsible at its sole cost and expense for obtaining and maintaining all government approvals, if any, necessary to operate for the Permitted Use and Landlord makes no representation or warranty as to the same. Tenant further covenants and agrees that it shall not use or suffer, or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of this Lease or in violation of applicable Laws (as defined in Article 22 below) and Tenant shall be bound and shall comply with the non-discriminatory rules and regulations adopted by Landlord from time to time, including, without limitation, the rules and regulations attached as Exhibit E hereto and incorporated herein by this reference. Landlord shall not be responsible to Tenant or to any other person or any violation, or failure to observe, the rules and regulations for the Project by any other ATTACHMENT 2
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tenant or other person. Tenant shall comply with all recorded covenants, conditions and restrictions, and the provisions of all ground or underlying leases, now or hereafter affecting the Project. In connection with Tenant’s compliance obligations under any such Laws and/or such recorded covenants, conditions and restrictions, Tenant agrees to, upon request: (A) develop an active recycling program to reduce solid waste, and participate in any such recycling program developed by Landlord or required under such covenants, conditions and restrictions, and/or developed by any local municipalities or governmental agencies having jurisdiction over the Project; (B) use its best efforts to cooperate in and comply with programs which may be undertaken by Landlord independently, or in cooperation with local municipalities or governmental agencies or other property owners in the vicinity of the Project, to reduce peak levels of commuter traffic; such programs may include, but shall not be limited to, carpools, vanpools and other ride sharing programs, public and private transit, and flexible work hours; (C) to the extent any such traffic mitigation programs are deemed mandatory by such local municipalities or government agencies, to comply with such programs (including any programs implemented by Landlord or required under any covenants, conditions and restrictions recorded against the Project; and (D) in connection with Tenant’s obligations under clauses (B) and (C) hereinabove, Tenant agrees to appoint one of its employees to act as a liaison to the transportation coordinator in the Project, if any.

5.2 Hazardous Materials.

5.2.1 Definitions of Hazardous Materials and Environmental Laws. As used in this Lease, the term “Hazardous Materials” shall mean and include any substance that is or contains petroleum, asbestos, polychlorinated biphenyls, lead, or any other substance, material or waste which is now or is hereafter classified or considered to be hazardous or toxic under any federal, state or local law, rule, regulation or ordinance relating to pollution or the protection or regulation of human health, natural resources or the environment (collectively, “Environmental Laws”).

5.2.2 Tenant’s Covenants. Tenant shall not use or allow another person or entity to use any part of the Premises for the storage, use, treatment, manufacture or sale of Hazardous Material.

Landlord acknowledges, however, that Tenant will maintain products in the Premises which are incidental to the operation of its general office use, including, without limitation, photocopy supplies, secretarial supplies and limited janitorial supplies, which products contain chemicals which are categorized as Hazardous Materials. Landlord agrees that the use of such products in the Premises in the manner in which such products are designed to be used and in compliance with applicable laws shall not be a violation by Tenant of this Article 5.

5.2.3 Indemnity. Tenant agrees to indemnify, defend, protect and hold Landlord and the Landlord Parties (as defined in Section 10.1 below) harmless from and against any and all claims, actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses, including reasonable attorneys’ fees and expenses, consultant fees, and expert fees, together with all other costs and expenses of any kind or nature, that arise during or after the Lease Term directly or indirectly from or in connection with the presence, suspected presence, release or suspected release of any Hazardous Materials in or into the air, soil, surface water or groundwater at, on, about, under or within the Premises or Project or any portion thereof, caused by Tenant, its assignees or subtenants and/or their respective agents, employees, contractors, licensees or invitees. The provisions set forth in this Section 5.2.3 shall survive the expiration or earlier termination of this Lease.

5.3 Prohibited Drug Law Activities. Tenant acknowledges and agrees that, without limitation as to the other provisions of this Lease (including, without limitation, Section 5.1 above), any use or occupancy of the Premises (or any portion thereof) which would be a violation of any state and/or federal ATTACHMENT 2
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laws relating to the use, sale, possession, cultivation and/or distribution of any controlled substances, including, without limitation, any engagement or intent to engage in activities (whether for commercial or personal purposes) regulated under any California law or other applicable law relating to the medicinal use and/or distribution of marijuana (otherwise known as the Compassionate Use Act of 1996) (collectively, the “Prohibited Drug Law Activities”) are expressly prohibited and Tenant shall not engage nor permit others to engage in any such Prohibited Drug Law Activities in or about the Premises or Project. A breach of this Section 5.3 shall be deemed a material Default by Tenant under this Lease.

5.4 Asbestos Notification and Requirements.

5.4.1 Asbestos Notification. The Building contains asbestos containing materials.

Specific locations may be reviewed in the Landlord’s asbestos survey report upon request. A summary of the locations of asbestos containing material is included in the Asbestos Operations and Maintenance Plan, also available upon request from Landlord. Generally, asbestos does not pose a health hazard as long as it remains intact. However, asbestos fibers can be released into air when building materials containing asbestos are damaged or disturbed. A range of building materials may contain asbestos, including but not limited to: (1) sprayed or textured ceilings and walls; (2) stucco, plaster, or drywall and joint compound; (3) insulation on structural steel, boiler, or hot water tanks; (4) insulation around furnaces or heating and air conditioning ducts; and (5) tile and sheet flooring, including linoleum or vinyl; and (5) mastic and adhesives for flooring, carpeting, and mirrors.

5.4.2 Compliance with Asbestos Requirements. Tenant shall comply with all federal, state, and local laws, rules and regulations regarding asbestos in connection with any tenant improvements, repairs, damage, renovations, demolition, and alterations. Tenant shall bear responsibility for conducting any required asbestos inspections, surveys, notifications associated with tenant improvements, repairs, damage, renovations, demolition, and alterations. Tenant shall provide any warnings and notifications to employees, contractors, Landlord, visitors, and others required by any Environmental Laws, including Health and Safety Code Section 25915 et seq., Health and Safety Code Section 25249.5 et seq., and California occupational health and safety regulations. If Tenant undertakes any asbestos inspections or surveys, or makes any notifications or warnings during its tenancy of the Premises, Tenant shall promptly provide a copy of the inspection, survey, notification, or warning documentation to Landlord. Any asbestos surveys, inspections, monitoring, sampling and all repairs, renovation, remodeling, demolition, alterations, or improvements involving any actual or presumed asbestos containing construction materials must be conducted by a properly credentialed and trained asbestos professional. Tenant shall maintain documentation of the asbestos credentials of any asbestos professionals, contractors and consultants involved in any inspections, surveys, monitoring, sampling, repairs, renovations, remodeling, demolition, alterations and improvements, and shall make this documentation available to Landlord upon request.

ARTICLE 6

SERVICES AND UTILITIES

6.1 Standard Tenant Services. Landlord shall provide the following services on all days during the Lease Term in a first-class manner, unless otherwise stated below and provided that Tenant is not in default beyond any applicable notice and cure period. Unless otherwise provided below, Landlord shall manage the Building and Project and such services shall be supplied in a first-class manner consistent with other Comparable Buildings.

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6.1.1 Subject to reasonable changes implemented by Landlord and to all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide HVAC when necessary for normal comfort for normal office use in the Premises during Normal Business Hours (as defined below) except for the date of observation of New Year’s Day, MLK Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day and any other nationally and locally recognized holidays and/or holidays recognized by landlords of Comparable Buildings (collectively, the “Holidays”). For purposes of this Lease, “Normal Business Hours” shall mean Monday – Friday 8:00 a.m. – 6:00 p.m. and Saturday 9:00 a.m. – 1:00 p.m.

6.1.2 Landlord shall provide adequate electrical wiring and facilities and power for normal general office use as reasonably determined by Landlord. Upon request, Landlord shall replace lamps, starters and ballasts for Building standard lighting fixtures, the cost of which shall be included in Operating Expenses. Tenant shall bear the cost of replacement of all lamps, starters and ballasts for nonBuilding standard lighting fixtures within the Premises. Landlord shall have and retain the sole right to select and/or change the provider of electrical services to the Building and/or the Project. If separately metered to the Premises (or not otherwise provided by Landlord as part of Operating Expenses), all costs of electrical consumption from the Premises or for services furnished to the Premises shall be paid by Tenant within thirty (30) days of receipt of an invoice therefor.

6.1.3 Landlord shall provide city water from the regular building outlets for drinking, lavatory and toilet purposes for normal office use, including use in any kitchen and other eating areas within the Premises for normal office use.

6.1.4 Landlord shall provide (i) janitorial services five (5) days per week, except the date of observation of the Holidays, in and about the Premises and (ii) window washing services, generally consistent with the services provided at Comparable Buildings.

6.1.5 Landlord shall provide nonexclusive automatic passenger elevator service.

6.1.6 Notwithstanding anything to the contrary contained in this Lease, Landlord assumes no responsibility for the protection of Tenant, its agents and invitees and the property of Tenant and of Tenant’s agents and invitees from the acts of third parties. Further, Tenant hereby assumes all responsibility for the protection of Tenant and its agents, employees, contractors, invitees and guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the Premises closed, whether or not Landlord provides security protection for the Project or any portion thereof. Tenant further assumes the risk that any safety and security devices, services and programs which Landlord provides may not be effective, or may malfunction or be circumvented by an unauthorized third party, and Tenant shall, in addition to its other insurance obligations under this Lease, obtain its own insurance coverage to the extent Tenant desires protection against losses related to such occurrences.

Tenant shall cooperate in any reasonable safety or security program developed by Landlord or required by Laws.

6.1.7 Except when and where Tenant’s right of access is specifically excluded as the result of (i) an emergency, (ii) any requirement by Laws, or (iii) a specific provision set forth in this Lease, Tenant shall have the right of access to the Premises, the Building and the Parking Areas twenty-four (24) hours per day, seven (7) days per week during the Lease Term.

6.2 Overstandard Tenant Use. Tenant shall not, without Landlord’s prior written consent, (i) use heat-generating machines, machines other than normal fractional horsepower office machines, or ATTACHMENT 2
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equipment or lighting other than building standard lights in the Premises, which may affect the temperature otherwise maintained by the air conditioning system, or (ii) increase the water normally furnished for the normal office use for the Premises by Landlord pursuant to the terms of Section 6.1.3 above. In addition, Tenant shall not use electricity in the Premises in excess of the capacity of the electricity feeders and risers serving the Premises. If Tenant uses water or HVAC in excess of the quantities to be provided by Landlord for normal office use pursuant to Section 6.1 above, or if Tenant’s consumption of electricity shall exceed three (3) watts per usable square foot of the Premises for connected electrical load of 120/208 voltage power equipment, calculated on an average monthly basis for the Normal Business Hours described in Section

6.1.1 above, then Tenant shall pay to Landlord, within thirty (30) days after billing, the sum of (A) the actual cost of such excess consumption plus a ten percent (10%) surcharge on such costs to cover Landlord’s administrative costs, plus (B) the cost of the installation, operation, and maintenance of equipment which is installed in order to supply such excess consumption, plus (C) the cost of the increased wear and tear and depreciation on existing equipment caused by such excess consumption. Landlord may install devices to separately meter any such excess use, and in such event Tenant shall pay to Landlord the cost of such additional metering devices within ten (10) days after demand therefor. If Tenant desires to use HVAC in the Premises during hours other than the Normal Business Hours pursuant to the terms of Section 6.1.1 above: (x) Tenant shall give Landlord such prior notice, as Landlord shall from time to time establish as appropriate, of Tenant’s desired use thereof, and at a minimum, Tenant shall furnish a calendar of minimum after-hours dates on an annual basis; (y) Landlord shall supply such after-hours HVAC to Tenant at such hourly cost to Tenant as Landlord shall from time to time establish; such hourly cost shall be determined on a per floor basis and include, without limitation, the following costs incurred by Landlord to supply such after-hours HVAC on an hourly basis (1) the cost of the utilities consumption plus a surcharge on such costs to cover Landlord’s administrative costs, (2) increased wear and tear and depreciation on equipment to provide such after-hours HVAC, and (3) maintenance costs; and (z) Tenant shall pay such cost to Landlord as Additional Rent within thirty (30) days after billing. Landlord shall have the right, upon thirty (30) days written notice, to install an electricity submeter for the Premises at Landlord's expense. As of the date of this Lease, the after-hours HVAC is $85.00 per hour per floor. If such submeter is installed, Tenant shall pay the cost of service reflected by the submeter, but Tenant shall remain obligated to pay Tenant's Share of the cost of electrical services to the extent attributable to furnishing electrical service in the Building and/or Project generally. Tenant shall pay the cost of electrical service reflected by the submeter and, to the extent any electricity is not submetered, including without limitation, electricity used to run the HVAC supplied to the Premises, such use shall be reasonably estimated by Landlord

6.3 Interruption of Use. Tenant agrees that Landlord shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services), or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building or Project, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause; and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Furthermore, Landlord shall not be liable under any circumstances for (i) a loss of, or injury to, property, or (ii) any consequential damages, including, without limitation, injury to, or interference with, Tenant’s business (including, without limitation, loss of profits), however occurring (including, without limitation, if occurring as a result of the negligent acts or omissions of Landlord or any Landlord Parties), through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Article 6.

6.4 Additional Services. Landlord shall have the exclusive right, but not the obligation, to ATTACHMENT 2
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provide any additional services which may be required by Tenant, including, without limitation, locksmithing, lamp replacement, additional janitorial service, and additional repairs and maintenance, provided that Tenant shall pay to Landlord within thirty (30) days after billing, the sum of all costs to Landlord of such additional services plus an administration fee equal to fifteen percent (15%) of such costs.

Charges for any service for which Tenant is required to pay from time to time hereunder shall be deemed Additional Rent hereunder, and shall be billed on a monthly basis.

6.5 Telecommunications Wiring and Cabling. Notwithstanding any other provision of this Lease, the terms of this Section shall apply to any telecommunications wiring and cabling (including, without limitation, any supporting structure such as conduits, trenches, poles, backboards, slots, sleeves and riser systems) (collectively, the “Non-Premises Wiring and Cabling”) at any time serving or intended to serve Tenant’s telecommunications system serving the Premises between (a) the Minimum Point of Entry for the Building (as defined by and determined in accordance with regulations of the California Public Utilities Commission in effect from time to time, intended to be the point where telecommunications wiring and cabling serving the Premises may connect to telecommunications wiring and cabling owned and operated by a telecommunications company serving tenants in the Building), and (b) the telecommunications equipment room or rooms from time to time designated by Landlord to serve as the starting point for Tenant’s individual telecommunications system serving the Premises. Tenant may install, maintain, replace, remove or use any Non-Premises Wiring and Cabling at the Building in or serving the Premises, provided that: (i) Tenant shall obtain Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed; (ii) use an experienced and qualified contractor approved in writing by Landlord, and comply with all of the other provisions of Articles 7 and 8 of this Lease; (iii) subject to the terms of item (i), above, an acceptable amount of space in the riser for additional Non-Premises Wiring and Cabling shall be left available for existing and future occupants of the Premises, as determined in Landlord’s reasonable opinion; (iv) the Non-Premises Wiring and Cabling therefor (including riser cables) shall be appropriately insulated to prevent excessive electromagnetic fields or radiation, and shall be surrounded by a protective conduit reasonably acceptable to Landlord; (v) any new or existing NonPremises Wiring and Cabling servicing the Premises shall comply with all applicable governmental laws and regulations; (vi) as a condition to permitting the installation of new Non-Premises Wiring and Cabling, Landlord may, if Landlord reasonably determines it necessary for the proper installation of such new Lines, require that Tenant remove existing Non-Premises Wiring and Cabling located in or serving the Premises and repair any damage in connection with such removal; and (vii) Tenant shall pay all costs in connection therewith. Landlord reserves the right at any time during the Lease Term to require that Tenant remove any Non-Premises Wiring and Cabling located in or serving the Premises which are installed in violation of these provisions, or which are at any time in violation of any laws or represent a dangerous or potentially dangerous condition.

ARTICLE 7

REPAIRS

7.1 Tenant’s Repairs. Subject to Landlord’s repair obligations in Section 7.2 and to the provisions of Articles 11 and 13 below, Tenant shall, at Tenant’s own expense, keep the Premises and all portions thereof, including all improvements, fixtures, equipment and furnishings therein (including, without limitation, all Systems and Equipment within the Premises or exclusively serving the Premises, wherever located, including all components and equipment and systems providing distribution from the Systems and Equipment), in good order, repair and condition at all times during the Lease Term, except for ordinary wear and tear and casualty damage which is not specifically made the responsibility of Tenant under this Lease. In connection with such repair obligations, Tenant shall, at Tenant’s own expense, but ATTACHMENT 2
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subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided, however, that, at Landlord’s option, or if Tenant fails to make such repairs within a reasonable period of time and after Landlord has notified Tenant of its intention to do so, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay to Landlord, within thirty (30) days after invoice, the actual, reasonable and documented costs thereof, plus an administration fee equal to ten percent (10%) of such costs. Landlord may, but shall not be required to, enter the Premises at all reasonable times, and upon reasonable prior notice to Tenant (or without notice in case of emergency), to make such repairs, alterations, improvements and additions to the Premises or to the Project or to any equipment located in the Project as shall be necessary or desirable in connection with the first-class management and operation standards for the Project set forth herein, and/or as may be required for Landlord to comply with the provisions of this Lease and/or as may be required by applicable Laws and/or governmental or quasi-governmental authority or court order or decree. Tenant shall ensure that any repairs undertaken by Tenant comply with all Environmental Laws, including asbestos regulations, and Section

5.4.2 above.

7.2 Landlord’s Repairs. Anything contained in Section 7.1 above to the contrary notwithstanding, subject to Articles 11 and 13 below, at all times during the Lease Term provided that Tenant is not in default beyond any applicable notice and cure period, Landlord shall repair and maintain in good order, condition and repair, the structural portions of the Project (including, without limitation, foundations, exterior walls, bearing walls and support beams), the exterior windows of the Project, the roof of the Project, the Systems and Equipment and the common areas of the Project; provided, however, to the extent such Landlord-required maintenance and repairs are required to be performed as a result of the negligence or willful misconduct or omission of any duty by Tenant, its agents, employees or invitees, Tenant shall pay to Landlord as additional rent, the reasonable cost of such maintenance and repairs. There shall be no abatement of rent and no liability of Landlord (including any liability for any injury to or interference with Tenant’s business) arising from the making of or failure to make any repairs, alterations or improvements in or to any portion of the Project, the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant hereby waives and releases its right to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code, or under any similar law, statute, or ordinance now or hereafter in effect.

ARTICLE 8

ADDITIONS AND ALTERATIONS

8.1 Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof. Landlord shall not unreasonably withhold or delay its consent for any Alterations, except that Landlord may withhold its consent, in its sole and absolute discretion, with respect to such Alterations which (i) affect any area, or which can be seen from any area, outside the Premises, Building or Project, and/or (ii) affect the structural components or Systems and Equipment of the Building and/or Project. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Landlord a Landlord supervision fee of ten percent (10%) of the cost of the Alterations. Notwithstanding anything to the contrary contained in this Section 8.1, Tenant may make cosmetic, non-structural interior alterations, additions or improvements to the interior of the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, which Acceptable Changes shall not be considered Alterations for purposes of this Lease, provided that: (i) Tenant ATTACHMENT 2
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delivers to Landlord written notice of such Acceptable Changes at least ten (10) business days prior to the commencement thereof; (ii) the aggregate cost of all such Acceptable Changes during any twelve (12) consecutive month period does not exceed Five Thousand Dollars ($5,000.00); (iii) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8; (iv) such Acceptable Changes do not require the issuance of a building permit or other governmental approval; (v) such Acceptable Changes do not affect any Systems and Equipment or the ground floor lobby areas of the Building and/or Project, and cannot be seen from outside the Premises; and (vi) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in Comparable Buildings.

8.2 Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such commercially reasonable requirements as Landlord may deem desirable (and which are not inconsistent with the rights of Tenant under this Lease), including, but not limited to, the requirement that Tenant utilize for such purposes only union contractors, materials, mechanics and materialmen reasonably approved by Landlord except that Landlord may designate the contractors and subcontractors to perform all work affecting the structural components of the Project or the Systems and Equipment. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable Laws and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Burbank, in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion so that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building, the Other Buildings, or Project or the common areas for any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project, or interfere with the labor force working on the Project. In the event that Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” for insurance on a completed value basis covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond, or, at Tenant’s option, some alternate form of security reasonably satisfactory to Landlord, in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the Office of the Los Angeles County Recorder in accordance with Section 8182 of the California Civil Code or any successor statute, and Tenant shall deliver to the management office for the Project a reproducible copy of the “as built” drawings of the Alterations. Tenant shall ensure that any alterations undertaken by Tenant comply with all Environmental Laws, including asbestos regulations, and Section 5.4.2 above. Tenant shall not introduce any asbestos containing materials without obtaining prior written consent from Landlord, which may be withheld or conditioned in Landlord’s sole discretion. If Landlord consents to Tenant introducing or using any asbestos containing material, Landlord may require Tenant to conduct an asbestos survey upon completion of the work and provide a copy of the resulting survey report to Landlord.

8.3 Payment for Improvements. If payment is made directly to contractors, Tenant shall comply with Landlord’s reasonable requirements for final lien releases and waivers in connection with Tenant’s payment for work to contractors. If Tenant orders any work directly from Landlord, Tenant shall ATTACHMENT 2
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pay to Landlord a percentage of the cost of such work (such percentage to be established on a uniform basis for the Project) sufficient to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord’s involvement with such work. If Tenant does not order any work directly from Landlord, Tenant shall promptly reimburse Landlord for Landlord’s reasonable, actual, outof-pocket costs and expenses actually incurred in connection with Landlord’s review of such work.

8.4 Landlord’s Property. All Alterations, improvements and/or fixtures (excluding Tenant’s trade fixtures, moveable furniture and personal property) which may be installed or placed in or about the Premises, from time to time, shall be at the sole cost of Tenant and shall become the property of Landlord upon expiration of the Lease Term or earlier termination of this Lease; provided, however: (i) Tenant may not remove any Tenant Improvements or Alterations paid for by Landlord with Landlord’s own funds or out of any tenant improvement allowances provided by Landlord (except any such removal made in connection with Alterations approved by Landlord); and (ii) Landlord may, by written notice delivered to Tenant concurrently with Landlord’s approval of the final working drawings for any Alterations (or for the initial tenant improvements constructed for the Premises), identify those Alterations (or initial tenant improvements for Tenant’s initial occupancy, as the case may be) which Landlord will require Tenant to remove at the expiration or earlier termination of this Lease, including without limitation, cabling and wiring. If Landlord requires Tenant to remove any such Alterations (or any such initial tenant improvements) which are constructed for the Premises, Tenant, at its sole cost and expense, shall remove the identified Alterations and improvements on or before the expiration or earlier termination of this Lease and repair any damage to the Premises caused by such removal. If Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations or improvements, Landlord may do so and may charge the cost thereof to Tenant.

ARTICLE 9

COVENANT AGAINST LIENS
Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon the Project, Building or Premises, and any and all liens and encumbrances created by Tenant shall attach to Tenant’s interest only. Tenant shall keep the Project and Premises free from any liens or encumbrances arising out of the work performed, materials furnished or obligations incurred by or at the direction of Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments or costs (including, without limitation, reasonable attorneys’ fees and costs) arising out of same or in connection therewith. Tenant shall give Landlord notice at least fifteen (15) business days prior to the commencement of any such work on the Premises (or such additional time as may be necessary under applicable laws) to afford Landlord the opportunity of posting and recording appropriate notices of non-responsibility. Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen or others to be placed against the Project, the Building or the Premises with respect to work or services claimed to have been performed for or materials claimed to have been furnished to Tenant or the Premises (excluding any work performed by Landlord), and, in case of any such lien attaching or notice of any lien, Tenant covenants and agrees to cause it to be released and removed of record (by payment, statutory bond or other lawful means) within ten (10) days after Tenant has notice of such lien.

Notwithstanding anything to the contrary set forth in this Lease, in the event that such lien is not released and removed of record within such 10-day period, then Landlord, at its sole option, may immediately take all action necessary to release and remove such lien, without any duty to investigate the validity thereof, and all reasonable sums, costs and expenses, including reasonable attorneys’ fees and costs, incurred by Landlord in connection with such lien shall be deemed Additional Rent under this Lease and shall be paid ATTACHMENT 2
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by Tenant to Landlord within thirty (30) days after written demand by Landlord.

ARTICLE 10

INSURANCE

10.1 Indemnification and Waiver.

10.1.1 Tenant hereby assumes all risk of damage to property and injury to persons, in, on, or about the Premises from any cause whatsoever (including, without limitation, the negligent acts or omissions of any Landlord Parties) and agrees that Landlord, and its members, sub-members, partners, and subpartners, and their respective officers, agents, property managers, employees, advisors and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage to property or injury to persons or resulting from the loss of use thereof, which damage or injury is sustained by Tenant or by other persons claiming through Tenant. In addition, except as expressly provided in Section 10.1.2 below, Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability, including without limitation court costs and reasonable attorneys’ fees (collectively, “Claims”) incurred in connection with or arising from any cause in, on or about the Premises (including, without limitation, Tenant’s installation, placement and removal of Alterations, improvements, fixtures and/or equipment in, on or about the Premises), and any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, licensees or invitees of Tenant or any such person, in, on or about the Premises, Building and Project.

10.1.2 Notwithstanding the provisions of Section 10.1.1 above to the contrary, Tenant’s indemnity of Landlord in Section 10.1.1 above, shall not apply to: (i) any Claims to the extent resulting from the negligence or willful misconduct of the Landlord Parties or (ii) any loss of or damage to Landlord’s property to the extent Landlord has waived such loss or damage pursuant to Section 10.4 below.

10.1.3 The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease.

10.2 Landlord’s Insurance and Tenant’s Compliance with Insurance Requirements. Landlord shall, from and after the date hereof until the expiration of the Lease Term, maintain in effect the following insurance: (i) physical damage insurance (including a rental loss endorsement) providing coverage in the event of fire, vandalism, malicious mischief and all other risks normally covered under “special form” policies in the geographical area of the Project, covering the Project (excluding, at Landlord’s option, the property required to be insured by Tenant pursuant to Section 10.3 below) in an amount not less than one hundred percent (100%) of the full replacement value of the Project, together with such other risks as Landlord may from time to time determine (provided, however, that Landlord shall have the right (but not the obligation), at Landlord’s sole discretion, to obtain earthquake and/or flood insurance); and (ii) commercial general liability insurance including a Commercial Broad Form Endorsement or the equivalent in the amount of at least Two Million Dollars ($2,000,000.00), against claims of bodily injury, personal injury or property damage arising out of Landlord’s operations, assumed liabilities (including the liabilities assumed by Landlord under this Lease), contractual liabilities, or Landlord’s use of the Project, common areas and Parking Areas. Such coverages may be carried under blanket insurance policies. The insurers providing such insurance shall be licensed or authorized to do business in the State of California. Tenant shall, at Tenant’s expense, comply as to the Premises with all insurance company requirements pertaining to the use of the Premises. If Tenant’s conduct or use of the Premises causes any increase in the premium ATTACHMENT 2
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for Landlord’s insurance policies, then Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant’s expense, shall comply with all rules, orders, regulations or requirements of the American Insurance Association (formerly the National Board of Fire Underwriters) and with any similar body where applicable due to Tenant’s Alterations or use of the Premises.

10.3 Tenant’s Insurance. From and after the date (the “Insurance Start Date”) which is the earlier of (i) the date Tenant enters any portion of the Premises to commence occupancy thereof or perform any work under this Lease or install any of Tenant’s personal property or equipment therein or (ii) the Lease Commencement Date, and continuing thereafter throughout the Lease Term, Tenant shall maintain the following coverages in the following amounts (all of which shall be at Tenant’s sole cost and expense, including, without limitation, the deductible amounts payable in connection with such coverages):

10.3.1 Commercial General Liability Insurance covering the insured against claims of bodily injury, personal injury, advertising injury, and property damage (“CGL Claims”) arising out of Tenant’s operations, assumed liabilities or use of the Premises, including a Broad Form Commercial General Liability endorsement covering the insuring provisions of this Lease and the performance by Tenant of the indemnity agreements set forth in Section 10.1 of this Lease, for limits of liability not less than:

Bodily Injury and
Property Damage Liability
$1,000,000.00 each occurrence
$2,000,000.00 annual aggregate *
Personal Injury Liability $1,000,000.00 each occurrence $2,000,000.00 annual aggregate *
Umbrella liability insurance coverage $5,000,000 each occurrence $5,000,000 annual aggregate
* The above-referenced aggregate liability limits shall apply on a per location/lease basis. In other words, such aggregate limits shall not be reduced or limited in any way as a result of any CGL Claims arising out of Tenant’s operations, assumed liabilities or use of any premises other than the Premises or Tenant’s obligations under any lease other than this Lease.

10.3.2 All risk” property insurance with extended coverage (including theft, sprinkler leakage and boiler and machinery if applicable) covering all present and future Tenant’s Property and Fixtures and all betterments and improvements in the Premises, whether installed by Landlord or Tenant, to a limit of not less than the full replacement cost thereof,

10.3.3 Worker’s compensation insurance as required by law.

10.3.4 Employer’s liability insurance on an “occurrence” basis with a limit of not less than $1,000,000 per occurrence.

10.3.5 Comprehensive automobile liability insurance having a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and insuring Tenant against liability for claims arising out of ownership, maintenance, or use of any owned, hired or non-owned automobiles.

10.3.6 Business interruption, loss-of-income and extra expense insurance in such amounts as will reimburse Tenant for direct or indirect loss of gross earnings for twelve (12) months attributable to all perils commonly insured against by prudent tenants or attributable to prevention of access to the Premises or to the Building as a result of such perils.

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10.3.7 Network Security and Privacy Liability Insurance (or referred to as Cyber Enterprise Risk Management Insurance) with limits of not less than $3,000,000 per claim and annual aggregate covering actual or alleged acts, errors or omissions committed by the Tenant. The policy shall also extend to include the intentional, fraudulent or criminal acts of the Tenant. Further, the policy shall expressly provide, but not be limited to, coverage that is not limited by exclusions or definitions of loss for the following:
(a) defense of any regulatory action involving a breach of privacy;\ (b) failure to protect the Landlord’s confidential information (personal and commercial information) from unauthorized disclosure or unauthorized access including cyberterrorism;
(c) failure to adequately protect physical security of servers and systems including cyberterrorism;
(d) the costs for: notification, whether or not required by statute, credit monitoring identity restoration, forensic accounting, public relations or legal experts; and (e) third party liability.

10.3.8 Form of Policies. The minimum limits of policies of insurance required to be carried by Landlord and Tenant under this Lease shall in no event limit the liability of Tenant or Landlord under this Lease. Tenant’s insurance shall: (i) name Landlord, and any property manager and mortgagee of Landlord, as additional insureds with respects to the liability coverages and as loss payees, as their respective interests may appear with respect to the property insurance; (ii) specifically cover the liability assumed by Tenant under this Lease to the extent insurable by a commercially reasonably available Commercial General Liability Policy, including, but not limited to, Tenant’s obligations under Section

10.1.1 of this Lease; (iii) be issued by an insurance company having a rating of not less than A-XII in Best’s Insurance Guide and approved to do business in the State of California; (iv) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord is excess and is non-contributing with any insurance requirement of Tenant; (v) provide that said insurance shall not be canceled or coverage changed unless thirty (30) days’ prior written notice shall have been given to Landlord and any mortgagee or ground or underlying lessor of Landlord; (vi) contain a ISO standard cross-liability endorsement or severability of interest clause reasonably acceptable to Landlord; and (vii) include commercially reasonable deductibles (which shall in no event exceed $10,000.00 for the insurance required in Sections 10.3.2).

Tenant shall deliver certificates of such policies to Landlord on or before the Insurance Start Date and at least thirty (30) days before the expiration dates thereof. In the event Tenant shall fail to procure such insurance, or to deliver such policies or certificate within such time periods, Landlord may, at its option after written notice to Tenant, procure such policies for the account of Tenant, and the cost thereof shall be paid to Landlord as Additional Rent within thirty (30) days after delivery to Tenant of bills therefor. At Tenant’s option, Tenant may provide the coverages required under this Article 10 through blanket policies of insurance covering Tenant’s other properties so long as the coverage required under this Lease with respect to the Premises and Project is not reduced or impaired as a result thereof (including as a result of any claims made or aggregate limits with respect to such other properties). At Tenant’s option, Tenant may satisfy insurance coverages required by this Lease through a self-insured retention program or participation in a municipal risk pool.

10.4 Subrogation. Landlord and Tenant agree to have their respective insurance companies ATTACHMENT 2
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issuing property damage insurance waive any rights of subrogation that such companies may have against Landlord or Tenant, as the case may be. Anything in this Lease to the contrary notwithstanding (including the provisions of Section 10.1 above), Landlord and Tenant hereby waive and release each other of and from any and all rights of recovery, claims, actions or causes of actions against each other, their respective agents, officers and employees, for any loss or damage that may occur to the Premises, Building or Project, or personal property within the Building, regardless of cause or origin, including the negligence of Landlord and Tenant and their respective agents, officers and employees, but only to the extent the releasing party’s loss or damage is covered under casualty insurance policies in effect at the time of such loss or damage or would have been covered by the casualty insurance required to be carried under Sections 10.2 and 10.3 above had the releasing party complied with its applicable insurance obligations thereunder. Each party agrees to give immediately to its respective insurance company which has issued policies of insurance covering any risk of direct physical loss, written notice of the terms of the mutual waivers contained in this Section 10.4, and to have such insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waivers.

10.5 Additional Insurance Obligations. Tenant shall carry and maintain, at Tenant’s sole cost and expense, increased amounts of the insurance required to be carried by Tenant pursuant to this Article 10, and such other reasonable types of insurance coverage and in such reasonable amounts covering the Premises and Tenant’s operations therein, as may be reasonably requested by Landlord; provided, however, that in no event shall such increased coverage be in excess of that required by landlords of tenants leasing comparable-sized space in Comparable Buildings.

ARTICLE 11

DAMAGE AND DESTRUCTION

11.1 Repair of Damage to Premises by Landlord. Tenant shall promptly notify Landlord after Tenant becomes aware of any damage to the Premises resulting from fire or any other casualty. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 11, restore the base, shell, and core (the “Base Building”) elements of the Premises and such common areas. Such restoration shall be to substantially the same condition of the Base Building of the Premises and common areas prior to the casualty, except for modifications required by zoning and building codes and other laws, or any other modifications to the common areas deemed reasonably desirable by Landlord provided access to the Premises and any common restrooms serving the Premises shall not be materially impaired thereby. Notwithstanding any other provision of this Lease, upon the occurrence of any damage to the Premises, Landlord shall have the right to require that Tenant assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Sections 10.3.2(ii) and (iii) of this Lease, in which event Landlord shall repair any injury or damage to the Tenant Improvements and Alterations installed in the Premises and shall return such Tenant Improvements and Alterations to their original condition; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord on a progress payment basis with the first such payment being due from Tenant after Landlord’s commencement of the repair of the damage. In connection with such repairs and replacements, Tenant shall, prior to the commencement of construction, submit to Landlord, for Landlord’s reasonable review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work pursuant to Landlord’s standard competitive bidding procedures. If applicable, for ATTACHMENT 2
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repairs and replacements paid for in whole or in part by Tenant pursuant to this Section, Landlord and its contractors shall comply with requirements applicable to public works construction as required by the California Labor Code. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided, however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy to such a degree that Tenant is prevented from using, and does not use, all or any part of the Premises as a result thereof and such fire or other casualty is not the result of Tenant’s negligence or willful misconduct, then Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent Tenant is so prevented from using and does not use the Premises as a result thereof.

11.2 Landlord’s Option to Repair. Within ninety (90) days after Landlord becomes aware of such damage, Landlord shall notify Tenant in writing (“Landlord’s Damage Notice”) of the estimated time, in Landlord’s reasonable judgment, required to substantially complete the repairs of such damage.

Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, Building and/or the Project and instead terminate this Lease by notifying Tenant in writing of such termination within ninety (90) days after Landlord becomes aware of such damage, but Landlord may so elect only if the Building and/or Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected and one or more of the following conditions is present: (i) repairs cannot in Landlord’s opinion, as set forth in Landlord’s Damage Notice, reasonably be completed within nine (9) months after the date Landlord becomes aware of such damage (when such repairs are made without the payment of overtime or other premiums); or (ii) the damage is not fully covered by Landlord’s insurance policies obtained or required to be obtained by Landlord pursuant to Section 10.2 above. Further, in the event that the Premises, Building and/or Project are destroyed or damaged to any substantial extent during the last twelve (12) months of the Lease Term, then notwithstanding anything contained in this Article 11, Landlord shall have the option to terminate this Lease by giving written termination notice to Tenant of the exercise of such option within thirty (30) days after the date Landlord becomes aware of such damage or destruction. If Landlord exercises any of its options to terminate this Lease as provided above in this Section 11.2: (A) this Lease shall cease and terminate as of the date set forth in Landlord’s termination notice, which termination date shall be no less than thirty (30) days and no more than one hundred twenty (120) days after such termination notice is delivered to Tenant; provided, however, that if the termination notice is delivered as a result of a casualty damage occurring during the last twelve (12) months of the Lease Term, such termination date shall be no less than thirty (30) days after such termination notice is delivered to Tenant; (B) Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of termination and subject to abatement as provided in Section 11.1 above; and (C) both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Lease Term.

11.3 Waiver of Statutory Provisions. The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or any other portion of the Project, and any statute or regulation of the state in which the Project is located, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or any other portion of the Project.

ARTICLE 12
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NONWAIVER
No provision of this Lease shall be deemed waived by either party hereto unless expressly waived in a writing signed thereby. The waiver by either party hereto of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent. No acceptance of a lesser amount than the Rent herein stipulated shall be deemed a waiver of Landlord’s right to receive the full amount due, nor shall any endorsement or statement on any check or payment of any letter accompanying such check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the full amount due. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Lease Term or of Tenant’s right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Lease Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.

ARTICLE 13

CONDEMNATION

13.1 Permanent Taking. If all or any portion of the Premises, the Building or the Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasipublic use or purpose, or if Landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease upon ninety (90) days’ notice to Tenant, provided such notice is given no later than one hundred eighty (180) days after the date of such taking, condemnation, reconfiguration, vacation, deed or other instrument. If more than twentyfive percent (25%) of the rentable square feet of the Premises is taken or if access to more than twenty-five (25%) of the Premises is substantially impaired, Tenant shall have the option to terminate this Lease upon ninety (90) days’ notice to Landlord, provided such notice is given no later than one hundred eighty (180) days after the date of such taking. Landlord shall be entitled to receive the entire award or payment in connection with any such taking, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long as such claim does not diminish the award available to Landlord, its ground lessor with respect to the Project or its mortgagee, and such claim is payable separately to Tenant. All Rent shall be apportioned as of the date of such termination, or the date of such taking, whichever shall first occur. If any part of the Premises shall be taken, and this Lease shall not be so terminated, the Rent shall be equitably abated and Landlord shall at its sole expense restore the Building in which the remainder of the Premises are located to any architecturally complete and functional condition. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure.

13.2 Temporary Taking. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any portion of the Premises or access thereto for a period of one hundred eighty (180) days or less, then this Lease shall not terminate but the Base Rent and the Additional ATTACHMENT 2
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Rent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

ARTICLE 14

ASSIGNMENT AND SUBLETTING

14.1 Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay Landlord’s actual, documented and reasonable legal fees incurred by Landlord, within ten (10) days after written request by Landlord.

14.2 Landlord’s Consent. Landlord shall not unreasonably withhold or condition its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice.

Landlord shall notify Tenant of Landlord’s consent or reasonable disapproval of any such Transfer within thirty (30) days after Landlord’s receipt of the Transfer Notice and all other information required to be delivered by Tenant to Landlord in connection with such proposed Transfer as set forth in Section 14.1 above. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent:

14.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project as a first-class multi-tenant office building project;

14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease or which would conflict with any exclusive use rights of other tenants or occupants of the Project;

14.2.3 The Transferee is either a governmental agency or instrumentality thereof; ATTACHMENT 2
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14.2.4 The Transfer will result in more than a lawfully authorized number of occupants per floor within the Subject Space;

14.2.5 The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested;

14.2.6 The terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant, in violation of the express terms of this Lease;

14.2.7 The rent to be paid by the proposed Transferee is less than ninety-five percent (95%) of the rate at which Landlord is then offering comparable space in the Project;

14.2.8 The Subject Space lacks appropriate means of ingress and egress and/or will not be in conformity with all applicable building and safety codes;

14.2.9 At Landlord’s option, Tenant is in default under this Lease beyond applicable notice and cure periods; or

14.2.10 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Project at the time of the request for consent, or (ii) is negotiating with Landlord to lease space in the Project at such time.

If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may, within six (6) months after Landlord’s consent, but not later than the expiration of said six (6)-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause the proposed Transfer to be materially more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord’s right of recapture under Section 14.4 of this Lease).

14.3 Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. “Transfer Premium” shall mean all rent, additional rent, parking charges and other consideration received from such Transferee in excess of the Rent, Additional Rent, parking charges and other consideration payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the actual, reasonable and documented expenses incurred by Tenant for (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer, (ii) any brokerage commissions and advertising expenses in connection with the Transfer, and (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto. “Transfer Premium” shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to the Transferee ATTACHMENT 2
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in connection with such Transfer.

14.4 Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of any Transfer Notice, to recapture the Subject Space. Such recapture shall cancel and terminate this Lease, with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

14.5 Effect of Transfer. If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, by an authorized officer of Tenant, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of this Lease from liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times and upon prior reasonable notice to Tenant to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within ten (10) days after demand, pay the deficiency together with interest thereon at the Interest Rate, and if found understated by more than five percent (5%), Landlord’s cost of such audit.

14.6 Additional Transfers. For purposes of this Lease, the term “Transfer” shall also include:
(i) if Tenant is a partnership (including a limited liability partnership) or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners or members (as the case may be), or transfer of fifty percent (50%) or more of partnership interests or membership interests (as the case may be), within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof; and (ii) if Tenant is a closely held corporation or limited liability company (i.e., whose stock or membership interests are not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant, (B) the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares or membership interests of Tenant within a twelve (12)-month period (other than transfer of voting shares or membership interests to immediate family members by reason of gift or death) or (C) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant within a twelve (12) month period.

14.7 Occurrence of Default. Any Transfer hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any Transfer, Landlord shall have the right to: (i) treat such Transfer as cancelled and repossess the Subject Space by any lawful ATTACHMENT 2
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means; or (ii) require that such Transferee attorn to and recognize Landlord as its landlord under any such Transfer. If Tenant shall be in default under this Lease, after the expiration of all applicable cure periods provided in this Lease, Landlord is hereby irrevocably authorized, as Tenant’s agent, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured; provided that Landlord’s authorization to act as Tenant’s agent shall not prejudice Tenant’s right to challenge Landlord’s claim of default in a court of competent jurisdiction. Tenant hereby agrees that such Transferee shall rely on any representation by Landlord that Tenant is in default hereunder after the expiration of the applicable notice and cure periods provided in this Lease, without any need for confirmation thereof by Tenant. Upon any assignment, the assignee shall assume in writing all obligations and covenants of Tenant thereafter to be performed or observed under this Lease. No collection or acceptance of Rent by Landlord from any Transferee shall be deemed a waiver of any provision of this Article 14 or the approval of any Transferee or a release of Tenant from any obligation under this Lease, whether theretofore or thereafter accruing. In no event shall Landlord’s enforcement of any provision of this Lease against any Transferee be deemed a waiver of Landlord’s right to enforce any term of this Lease against Tenant or any other person.

If Tenant’s obligations hereunder have been guaranteed, Landlord’s consent to any Transfer shall not be effective unless the guarantor also consents to such Transfer.

14.8 Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, Tenant may assign its entire interest under this Lease or sublease all or a portion of the Premises to an Affiliate (as defined hereinbelow) without the consent of Landlord and without the payment of any Transfer Premium, provided that the following conditions are satisfied: (a) the Affiliate is a bona fide entity engaged in a business substantially similar to Tenant; (b) the Affiliate has a net worth and liquid cash position at least equal to Tenant’s net worth and liquid cash position as of the date of this Lease; (c) the Affiliate shall assume the obligations of Tenant under this Lease by signing a commercially reasonable assumption agreement; provided, however, in no event shall such assumption relieve Tenant or any guarantor of this Lease from liability under this Lease; (d) such assignment or sublease shall not be a subterfuge by Tenant to avoid its obligations under this Lease; and (e) Tenant shall give Landlord not less than thirty (30) days’ prior written notice of any such assignment or sublease to an Affiliate and concurrently therewith furnish Landlord with satisfactory evidence that all of the foregoing conditions have been satisfied. For purposes of this Article 14, an “Affiliate” shall mean and refer to: (i) an entity which acquires all or substantially all of the assets of Tenant; (ii) a corporation, partnership, limited liability company or other entity that controls, is controlled by or is under common control with Tenant; and/or (iii) an entity created by a merger with Tenant. “Control,” as used in this Section 14.8, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by the ownership of voting securities, by contract or otherwise.

14.9 No Release or Waiver. No Transfer to an Affiliate or otherwise shall ever be construed to constitute a waiver of any of Tenant’s covenants contained in this Lease, a release of Tenant from any obligation or liability of Tenant under this Lease, or a waiver of any of Landlord’s rights under this Lease.

ARTICLE 15
SURRENDER OF PREMISES; OWNERSHIP

AND REMOVAL OF TRADE FIXTURES

15.1 Surrender of Premises. No act or thing done by Landlord or any agent or employee of Landlord during the Lease Term shall be deemed to constitute an acceptance by Landlord of a surrender of the Premises unless such intent is specifically acknowledged in a writing signed by Landlord. The delivery ATTACHMENT 2
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of keys to the Premises to Landlord or any agent or employee of Landlord shall not constitute a surrender of the Premises or effect a termination of this Lease, whether or not the keys are thereafter retained by Landlord, and notwithstanding such delivery Tenant shall be entitled to the return of such keys at any reasonable time upon request until this Lease shall have been properly terminated. The voluntary or other surrender of this Lease by Tenant, whether accepted by Landlord or not, or a mutual termination hereof, shall not work a merger, and at the option of Landlord shall operate as an assignment to Landlord of all subleases or subtenancies affecting the Premises.

15.2 Removal of Tenant Property by Tenant. Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in as good order and condition as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, reasonable wear and tear and repairs, casualty damage and condemnation damage which are specifically made the responsibility of Landlord hereunder excepted. Upon such expiration or termination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises any cabling or wiring installed or caused to be installed by Tenant, all debris and rubbish, and such items of furniture, equipment, free-standing cabinet work and other articles of personal property owned by Tenant or any person claiming under Tenant or installed or placed by Tenant (or other person claiming under Tenant) (but not permanently affixed to the Premises) at its expense in the Premises, and Tenant shall repair at its own expense all damage to the Premises and Project resulting from such removal. Tenant shall ensure that removal of Tenant property complies with all Environmental Laws, including asbestos regulations, and Section 5.4.2 above.

15.3 Disposal of Property. Any property of Tenant not removed by Tenant upon the expiration of the Term of this Lease, or within forty-eight (48) hours after a termination by reason of Tenant’s default, shall be considered abandoned and Landlord may remove and dispose of any such property in any manner or store the same in a public warehouse or elsewhere for the account, and at the expense and risk, of Tenant.

If Tenant fails to pay the cost of storing any such property within ten (10) days of Landlord’s demand, Landlord may sell any such property at public or private sale, in such manner and at such place or places as Landlord may deem proper and in accordance with applicable Laws, without notice to or demand upon Tenant. Landlord shall apply the sales proceeds, first, to the cost of sale, including reasonable attorneys’ fees, second, to the repayment of the cost of removal and storage, third, to the payment of any other sum which may then or thereafter be due to Landlord from Tenant under this Lease, and fourth, the balance, if any, to Tenant.

ARTICLE 16

HOLDING OVER
If Tenant holds over after the expiration of the Lease Term hereof, with or without the express or implied consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate equal to two hundred percent (200%) of the sum of Base Rent plus Additional Rent payable pursuant to Section 4.1, above, applicable during the last rental period of the Lease Term under this Lease.

Such month-to-month tenancy shall be subject to every other term, covenant and agreement contained herein. Landlord hereby expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, ATTACHMENT 2
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Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, and such indemnification by Tenant shall specifically include, without limitation, Rental Loss Damages (as hereinafter defined). As used in this Lease, “Rental Loss Damages” shall mean any claims made by any succeeding tenant founded upon such failure to surrender, any lost profits to Landlord resulting therefrom, any liability or loss Landlord may reasonably expect to incur in connection with the delay of the delivery of the Premises to the successor tenant, any other consequential damages that Landlord suffers as a result of Tenant’s failure to surrender the Premises upon the termination or expiration of this Lease.

ARTICLE 17

ESTOPPEL CERTIFICATES
Within ten (10) days following a request in writing by Landlord, Tenant shall execute and deliver to Landlord an estoppel certificate, in a form as may be reasonably required by Landlord, any prospective mortgagee or purchaser of the Project, or any portion thereof, indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee or purchasers. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. Failure of Tenant to execute and deliver such estoppel certificate within such 10-day period shall constitute an acknowledgment by Tenant that statements included in the estoppel certificate delivered to Tenant by Landlord are true and correct, without exception. In addition, at any time during the Lease Term, Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the three (3) years prior to the current financial statement year. Such statements shall be prepared in accordance with the applicable standards issued by the Governmental Accounting Standards Board (GASB) and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant.

ARTICLE 18

SUBORDINATION

18.1 Subordination. This Lease is and shall be subject and subordinate to each ground lease of the Project and to the lien of each mortgage or trust deed of trust now or hereafter in force against the Project (herein, a "Mortgage"), and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of each such Mortgage, unless the holder of any such Mortgage (each, a "Mortgagee"), or the lessors under any such ground lease requires in writing that this Lease be superior thereto. Such subordination shall be effective automatically and without the need for further documentation, but, if requested by the Mortgagee of any such Mortgage or the lessor under any such ground lease, Tenant shall, within five (5) business days after Tenant's receipt of such request, execute such further instruments or assurances as such Mortgagee or ground lessor shall reasonably require. If a Mortgagee of a Mortgage made prior to the execution of this Lease shall request that this Lease have priority over such Mortgage, this Lease shall have priority over such Mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the interest thereon, and Tenant shall, within ten (10) days after Tenant's receipt of same, execute, acknowledge and deliver to such Mortgagee any and all documents and instruments required by such mortgagee to confirm the priority of this Lease. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any foreclosure proceeding or sale.

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18.2 Attornment. In the event of (i) the termination of any ground lease of the Project or (ii) the purchase of the Premises or Landlord’s interest therein in a foreclosure sale or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, at the request of such transferee or purchaser of Landlord’s interest, attorn to and recognize the transferee or purchaser of Landlord’s interest or ground lease, as the case may be, as “Landlord” under this Lease for the balance then remaining of the Term, and thereafter this Lease shall continue as a direct Lease between such party, as “Landlord”, and Tenant, as “Tenant”. Tenant shall send to each Mortgagee (after notification of the identity of such Mortgagee and the mailing address thereof) copies of all notices that Tenant sends to Landlord pursuant to this Lease; such notices to such Mortgagee shall be sent concurrently with the sending of the notices to Landlord and in the same manner as notices are required to be sent pursuant to Section 24.14 below. Tenant will accept performance of any provision of this Lease by such Mortgagee as performance by, and with the same force and effect as though performed by, Landlord.

If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right until (A) Tenant gives notice of such act or omission to Landlord and to each such Mortgagee, and (B) a reasonable period of time for remedying such act or omission elapses following the time when such Mortgagee becomes entitled under such Mortgage to remedy same (which reasonable period shall in no event be less than the period to which Landlord is entitled under this Lease or otherwise, after similar notice, to effect such remedy and which reasonable period shall take into account such time as shall be required to institute and complete any foreclosure proceedings).

ARTICLE 19
DEFAULTS; REMEDIES

19.1 Events of Default. The occurrence of any of the following shall constitute a “Default” or “default” of this Lease by Tenant:

19.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, when due, where such failure continues for thirty (30) days after written notice of such failure from Landlord to Tenant; any such notice delivered by Landlord shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 or any similar successor law; or

19.1.2 Any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure said default as soon as possible; any such notice delivered by Landlord shall, at Landlord’s option, be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 or any similar successor law; or

19.1.3 To the extent permitted by law, a general assignment by Tenant or any guarantor of the Lease for the benefit of creditors, or the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy law, unless in the case of a proceeding filed against Tenant or any guarantor the same is dismissed within sixty (60) days, with the appointment of a trustee or receiver to take possession of all or substantially all of the assets of Tenant or any guarantor, unless possession is restored to Tenant or such guarantor within thirty (30) days, or any execution or other judicially authorized seizure ATTACHMENT 2
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of all or substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease, unless such seizure is discharged within thirty (30) days; or

19.1.4 The failure by Tenant to observe or perform according to the provisions of Articles 5, 14, 17, 18 or 21 of this Lease where such failure continues for more than ten (10) business days after notice from Landlord.

19.2 Remedies Upon Default. Upon the occurrence of any default by Tenant pursuant to Section

19.1 above which remains uncured after expiration of the applicable notice and cure period set forth in Section 19.1 above, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any additional notice or demand whatsoever.

19.2.1 Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor; and Landlord may recover from Tenant the following:
(i) The worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus
(ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus
(iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including but not limited to, brokerage commissions and advertising expenses incurred, and expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use and any special concessions made to obtain a new tenant; and
(v) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

The term “rent” as used in this Section 19.2 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others.

As used in subsections 19.2.1(i) and (ii), above, the “worth at the time of award” shall be computed by allowing interest at the Interest Rate (as defined in Section 4.5 of this Lease). As used in subsection

19.2.1(iii) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

19.2.2 Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes ATTACHMENT 2
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due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.

19.2.3 Landlord may, but shall not be obligated to, make any such payment or perform or otherwise cure any such obligation, provision, covenant or condition on Tenant’s part to be observed or performed (and may enter the Premises for such purposes). Any such actions undertaken by Landlord pursuant to the foregoing provisions of this Section 19.2.3 shall not be deemed a waiver of Landlord’s rights and remedies as a result of Tenant’s failure to perform and shall not release Tenant from any of its obligations under this Lease.

19.3 Payment by Tenant. Tenant shall pay to Landlord, within thirty (30) days after delivery by Landlord to Tenant of statements therefor, sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with Landlord’s performance or cure of any of Tenant’s obligations pursuant to the provisions of Section 19.2.3 above. Tenant’s obligations under this Section 19.3 shall survive the expiration or sooner termination of the Lease Term.

19.4 Sublessees of Tenant. If Landlord elects to terminate this Lease on account of any default by Tenant as set forth in this Article 19, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions or arrangements. In the event of Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.

19.5 Waiver of Default. No waiver by Landlord or Tenant of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other or later violation or breach of the same or any other of the terms, provisions, and covenants herein contained. Forbearance by Landlord or Tenant in enforcement of one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default.

The acceptance of any Rent hereunder by Landlord following the occurrence of any default, whether or not known to Landlord, shall not be deemed a waiver of any such default, except only a default in the payment of the Rent so accepted.

19.6 Efforts to Relet. For the purposes of this Article 19, Tenant’s right to possession shall not be deemed to have been terminated by efforts of Landlord to relet the Premises, by its acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Landlord’s interests hereunder. If Landlord elects to terminate this Lease pursuant to Section 19.2.1 above following Tenant’s default, Landlord shall use commercially reasonable efforts to mitigate its damages to the extent required by applicable Laws. The foregoing enumeration is not exhaustive, but merely illustrative of acts, which may be performed by Landlord without terminating Tenant’s right to possession.

19.7 Recovery of Concessions and Fees Upon Early Termination. Notwithstanding anything to the contrary set forth in this Lease and in addition to all of Landlord’s remedies set forth in this Article 19, in the event that Tenant’s right of possession of the Premises is terminated prior to the end of the Lease Term by reason of default, legal process, abandonment or any other reason other than Landlord’s default hereunder or the mutual agreement of the parties hereto, then, immediately upon such termination, Tenant shall owe and pay to Landlord (within thirty (30) days after Tenant receives a written invoice for the same ATTACHMENT 2
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from Landlord) an amount equal to the unamortized portion as of that date (which amortization shall be based upon an interest rate of ten percent (10%) per annum) of the sum of: (i) the value of any tenant improvement allowance provided to Tenant by Landlord in connection herewith and/or any construction costs Landlord was required to expend in connection with Tenant’s initial improvements to the Premises; (ii) any brokerage commissions paid by Landlord in connection with this Lease; (iii) any free or reduced rent or parking which Tenant received pursuant to the Lease; (iv) any other monetary concessions which Tenant received pursuant to the Lease including, but not limited to, moving or furniture allowances; and (v) any fees incurred by Landlord in connection with this Lease including, but not limited to, permitting fees, construction supervision fees, attorneys’ fees and costs and management fees.

19.8 Landlord’s Right to Cure Default; Payments by Tenant.

19.8.1 Landlord’s Cure. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any reduction of Rent. If Tenant shall fail to perform any of its obligations under this Lease, and such failure shall continue in excess of the time allowed under Sections 19.1.1 or 19.1.2, above, except in the event of an emergency or as required by law in which case no notice shall be necessary, then upon three (3) additional days’ notice from Landlord, Landlord may, but shall not be obligated to, make any such payment or perform any such act on Tenant’s part without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder.

19.8.2 Tenant’s Reimbursement. Except as may be specifically provided to the contrary in this Lease, Tenant shall pay to Landlord, within thirty (30) days after delivery by Landlord to Tenant of statements therefor: (i) sums equal to expenditures reasonably made and obligations reasonably incurred by Landlord in connection with the remedying by Landlord of Tenant’s defaults pursuant to the provisions of Section 19.8.1; (ii) sums equal to all losses, costs, liabilities, damages and expenses referred to in Article 10 of this Lease; and (iii) sums equal to all expenditures made and obligations incurred by Landlord in collecting or attempting to collect the Rent or enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law including, without limitation, all reasonable legal fees and costs and other amounts so expended. Tenant’s obligations under this Section 19.8.2 shall survive the expiration or sooner termination of the Lease Term.

19.9 Landlord Default. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall not be in default in the performance of any obligation required to be performed by Landlord pursuant to this Lease unless Landlord has failed to perform such obligation within thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursue the same to completion. Upon any such default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity.

ARTICLE 20

COVENANT OF QUIET ENJOYMENT
Landlord covenants that Tenant, so long as Tenant is not in default under this Lease and any applicable notice of such default has been delivered and any applicable cure period has expired, shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, ATTACHMENT 2
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conditions, provisions and agreements hereof without interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied.

ARTICLE 21
SIGNS

21.1 Interior Signage. Tenant, at its sole cost and expense, may install identification signage anywhere within the interior of the Premises, provided that such signs are not visible from the exterior of the Building.

21.2 Building Directory and Suite Signage. At Landlord’s cost and subject to Landlord’s Building and/or Project standard signage program, Landlord shall place Tenant’s name in any ground floor lobby directory (or its equivalent) to be located in the ground floor lobby of the Building, provided that in no event shall Tenant have the right to more than one line per 1,000 rentable square feet of the Premises (which amount shall be rounded down to the nearest whole number). At Landlord’s cost and subject to Landlord’s Building and/or Project standard signage program, Landlord shall place Tenant’s name beside the entrance doors to the Premises.

21.3 Prohibited Signage and Other Items. Except as expressly provided in this Article 21, Tenant may not install any signs, notices, logos, pictures, names or advertisements on the exterior or roof of the Building, the Other Buildings or the common areas of the Building or the Project or anywhere which can be seen from outside the Premises. Any signs, window coverings, or blinds (even if the same are located behind the Landlord approved window coverings for the Building), or other items visible from the exterior of the Premises or Building are subject to the prior approval of Landlord, in its sole discretion.

Any such signs, notices, logos, pictures, names, advertisements, window coverings, blinds or other items visible from the exterior of the Premises or Building which are installed and that have not been individually approved by Landlord pursuant to this Article 21 or otherwise may be removed without notice by Landlord at the sole expense of Tenant. Upon expiration or earlier termination of this Lease, Tenant shall, at Tenant’s sole cost and expense, (i) remove all of Tenant’s signage which constitutes non-Building and/or Project standard signage, and (ii) repair any and all damage resulting from such removal.

ARTICLE 22

COMPLIANCE WITH LAWS

22.1 Tenant shall not do anything or suffer anything to be done in or about the Premises, Building or Project which will in any way conflict with any federal, state or local laws, statutes, ordinances or other governmental rules, regulations or requirements now in force or which may hereafter be enacted or promulgated, including, without limitation the Americans with Disabilities Act of 1990, as well as asbestos rules and regulations (collectively, the “Laws”). At its sole cost and expense, Tenant shall promptly comply with all such Laws, including, without limitation, the making of any alterations and improvements to the Premises. Notwithstanding the foregoing to the contrary, Landlord shall be responsible for making all alterations and improvements required by applicable Laws with respect to the items which are Landlord’s responsibility to repair and maintain pursuant to Section 7.2 of this Lease (i.e., the structural portions of the Project, the exterior windows of the Project, the roof of the Project, the Base Building components and the common areas of the Building and Project); provided, however, that Tenant shall reimburse Landlord, within thirty (30) days after invoice, for the costs of any such improvements and alterations and other compliance costs to the extent necessitated by or resulting from (i) any Alterations or ATTACHMENT 2
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Tenant Improvements installed by or on behalf of Tenant, (ii) any specific act, omission or negligence of Tenant or Tenant’s agents, contractors, employees or licensees, and/or (iii) Tenant’s specific manner of use of the Premises (as distinguished from general office use). The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has violated any of said Laws, shall be conclusive of that fact as between Landlord and Tenant. The Premises has not undergone inspection by a Certified Access Specialist (CASp).

22.2 Compliance with Proposition 65. Tenant’s obligation to comply with all Laws includes any notification, warning, or reporting requirements, including, but not limited to, warning requirements under California’s Proposition 65, (CA Health & Safety Code Section 25249.5 et seq.). Landlord has posted warning signs at the Building and Project, and additionally hereby provides the following Proposition 65 warning to Tenant regarding the Building and Premises:

WARNING: Entering this area can expose you to chemicals known to the State of California to cause cancer and birth defects or other reproductive harm, including formaldehyde and toluene, from building materials and cleaning products. For more information go to www.P65Warnings.ca.gov
Tenant shall comply with Proposition 65, including providing any warnings that may be required for Tenant’s visitors, employees, contractors and vendors.

ARTICLE 23

ENTRY BY LANDLORD
Landlord reserves the right at all reasonable times and upon at least twenty (24) hours’ advance written notice to Tenant (except no such notice shall be required in emergencies) to enter the Premises to:
(i) inspect them; (ii) show the Premises to prospective purchasers, or mortgagees, or to the ground or underlying lessors and, during the last year of the Lease Term, to prospective tenants; (iii) post notices of non-responsibility; and/or (iv) alter, improve or repair the Premises or the Project if necessary to comply with current building codes or other applicable Laws, or for structural alterations, repairs or improvements to the Project. Notwithstanding anything to the contrary contained in this Article 23, Landlord may enter the Premises at any time to: (A) perform regularly scheduled services required of Landlord; and (B) perform any covenants of Tenant that Tenant fails to perform. Any such entries shall be without the abatement of Rent and shall include the right to take such reasonable steps as required to accomplish the stated purposes. Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant’s business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the above purposes, Landlord shall at all times have a key with which to unlock all the doors in the Premises, excluding Tenant’s vaults, safes and special security areas designated in advance by Tenant. In an emergency, Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises.

Notwithstanding anything to the contrary set forth above, Landlord agrees to use commercially reasonable efforts to minimize interference with Tenant’s use of and access to the Premises as a result of Landlord’s exercise of its entry rights under this Article 23.

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ARTICLE 24

TENANT PARKING

24.1 Tenant’s Parking Spaces. Tenant shall have the right, but not the obligation, to lease the number of parking spaces set forth in Section 12 of the Summary for parking by Tenant’s employees in the Parking Areas. Subject to all of the terms and conditions of this Lease, including all applicable Laws and the non-discriminatory rules and regulations established from time to time by Landlord, and provided that Tenant is not in Default, Tenant shall have access to Tenant’s allotted parking spaces described in this Section 24.1 twenty-four (24) hours per day, seven (7) days per week. The location of reserved parking spaces, if any, within the Parking Areas shall be determined by Landlord in its sole discretion.

24.2 Parking Charges. Commencing on the Lease Commencement Date, Tenant shall be charged for the use of Tenant’s parking spaces set forth in Section 12 of the Summary the prevailing parking rates charged by Landlord and/or Landlord’s parking operator from time-to-time for parking in the Parking Areas. For reference purposes only, the prevailing parking rates charged by Landlord as of the date hereof are as follows: (a) $115.00 per month for an unreserved parking pass; and (b) $160.00 per month for a reserved parking space. In addition, Tenant shall be responsible for any taxes imposed by any governmental authority in connection with the renting of parking spaces by Tenant pursuant to this Article 24 or the use of the parking facility by Tenant.

24.3 Limitations on Tenant’s Parking Rights. Tenant shall abide, and cause its employees and visitors who utilize the Parking Areas to abide, by the non-discriminatory rules and regulations established from time to time by Landlord and/or the Parking Areas operator. Landlord specifically reserves the right to change the location, size, configuration, design, layout and all other aspects of the Parking Areas at any time (including without limitation, implementing paid visitor parking) and Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and without any abatement of Rent under this Lease, from time to time, close-off or restrict access to the Parking Areas for purposes of permitting or facilitating any such construction, alteration or improvements. Landlord may totally or partially delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control delegated by Landlord. The parking rights provided to Tenant pursuant to this Article 24 are provided solely for use by Tenant’s own personnel and such rights may not be transferred, assigned, subleased or otherwise alienated by Tenant without Landlord’s prior approval, except in connection with an assignment of this Lease or sublease of the Premises made in accordance with Article 14 above. All visitor parking by Tenant’s visitors shall be subject to availability, as reasonably determined by Landlord, parking in such visitor parking areas as may be designated by Landlord from time to time during the times as may be designated by Landlord from time to time, and payment by such visitors of the prevailing visitor parking rate charged by Landlord from time to time. This section shall not limit Tenant’s right to access and use the Building’s loading zones temporarily for deliveries and other similar short term uses by Tenant.

Any prolonged use of the Building’s loading zones for moving services shall require prior notice to the Landlord.

ARTICLE 25

INTENTIONALLY DELETED
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ARTICLE 26

MISCELLANEOUS PROVISIONS

26.1 Terms. The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though in each case fully expressed.

26.2 Binding Effect. Each of the provisions of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of their respective successors or assigns, provided this clause shall not permit any assignment by Tenant contrary to the provisions of Article 14 of this Lease.

26.3 No Air Rights. This Lease grants no rights to any view or to light or air over any property, whether belonging to Landlord or any other person, to Tenant. If at any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations under this Lease.

26.4 Modification of Lease. Should any current or prospective mortgagee or ground lessor for the Project require a modification or modifications of this Lease, which modification or modifications will not cause an increased cost or expense to Tenant or in any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are required therefor and deliver the same to Landlord within ten (10) days following the request therefor. Should Landlord or any such prospective mortgagee or ground lessor require execution of a short form of Lease for recording, containing, among other customary provisions, the names of the parties, a description of the Premises and the Lease Term, Tenant agrees to execute such short form of Lease and to deliver the same to Landlord within ten (10) days following the request therefor.

26.5 Transfer of Landlord’s Interest. Tenant acknowledges that Landlord has the right to transfer all or any portion of its interest in the Project, the Building and/or this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall be released from all liability under this Lease arising after the effective date of such transfer (to the extent such liability relates to the interest transferred) provided such obligations are expressly assumed by the transferee, and Tenant agrees to look solely to such transferee for the performance of Landlord’s obligations hereunder arising after the date of transfer. The liability of any transferee of Landlord shall be limited to the interest of such transferee in the Project and Building and such transferee shall be without personal liability under this Lease, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. Tenant further acknowledges that Landlord may assign its interest in this Lease to a mortgage lender as additional security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of its obligations hereunder.

26.6 Prohibition Against Recording. Except as provided in Section 26.4 above, neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant, and the recording thereof in violation of this provision shall make this Lease null and void at Landlord’s election.

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26.7 Landlord’s Title. Landlord’s title is and always shall be paramount to the title of Tenant.

Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord beyond such encumbrances as are created by this Lease.

26.8 Captions. The captions of Articles and Sections are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Articles and Sections.

26.9 Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of Rent nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant.

26.10 Application of Payments. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease, regardless of Tenant’s designation of such payments, to satisfy any obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect.

26.11 Time of Essence. Time is of the essence of this Lease and each of its provisions.

26.12 Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law.

26.13 No Warranty. In executing and delivering this Lease, Tenant has not relied on any representation or any warranty or any statement of Landlord that is not set forth herein or in one or more of the exhibits or riders attached hereto.

26.14 Landlord Exculpation. It is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, and notwithstanding any applicable law to the contrary, the liability of Landlord and the Landlord Parties hereunder (including any successor landlord) and any recourse by Tenant against Landlord or the Landlord Parties shall be limited solely and exclusively to Landlord’s interest in the Project and Building and in no event shall the amount of such liability exceed an amount which is equal to the lesser of (i) the interest of Landlord in the Building and Project and (ii) the equity interest Landlord would have in the Building and Project if the Building and Project were encumbered by third party debt in an amount equal to eighty percent (80%) of the value of the Building and Project. Neither Landlord, nor any of the Landlord Parties shall have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant.

The limitations of liability contained in this Section 26.14 shall inure to the benefit of Landlord’s and the Landlord Parties’ present and future partners, beneficiaries, members, officers, directors, trustees, shareholders, agents and employees, and their respective partners, heirs, successors and assigns. Under no circumstances shall any present or future partner or member of Landlord (if Landlord is a partnership or limited liability company, as applicable), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust), have any liability for the performance of Landlord’s obligations under this Lease.

Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Parties shall be liable under any circumstances for consequential damages, which shall include, without limitation, injury or damage to, or interference with, Tenant’s business (including, but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use), in each case, however ATTACHMENT 2
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occurring (including, without limitation, if occurring as a result of the negligent acts or omissions of Landlord or any Landlord Parties).

26.15 Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease. This Lease (including the exhibits and riders which are attached hereto and constitute an integral part of this Lease) contains all of the terms, covenants, conditions, warranties and agreements of the parties relating in any manner to the rental, use and occupancy of the Premises, shall be considered to be the only agreement between the parties hereto and their representatives and agents, and none of the terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties, and all reliance with respect to representations is based totally upon the representations and agreements contained in this Lease.

26.16 Right to Lease. Landlord reserves the absolute right to effect such other tenancies in the Building, Other Buildings and/or any other portion of the Project as Landlord in the exercise of its sole business judgment shall determine to best promote the interests of the Project. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or type or number of tenants shall, during the Lease Term, occupy any space in the Project.

26.17 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, rain or other inclement weather, acts of God, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions or inactions, including, without limitation, any delays in obtaining permits or approvals from the applicable governmental authorities, civil commotions, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, with regard to Rent and other charges to be paid by Tenant pursuant to this Lease (collectively, the “Force Majeure”), notwithstanding anything to the contrary contained in this Lease, shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force Majeure.

26.18 Notices. Except as otherwise provided in Section 4.5, above, all notices, demands, statements or communications (collectively, “Notices”) given or required to be given by either party to the other hereunder shall be in writing, shall be sent by United States certified or registered mail, postage prepaid, return receipt requested, or delivered personally or sent by nationally recognized overnight courier (i) to Tenant at the appropriate address set forth in Section 5 of the Summary, or to such other place as Tenant may from time to time designate in a Notice to Landlord; or (ii) to Landlord at the addresses set forth in Section 3 of the Summary, or to such other firm or to such other place as Landlord may from time to time designate in a Notice to Tenant. Any Notice will be deemed given (i) three (3) days after the date it is mailed as provided in this Section 27.18, (ii) the date the overnight courier delivery is made or rejected, or (iii) upon the date personal delivery is made or rejected.

26.19 Joint and Several. If there is more than one Tenant, the obligations imposed upon Tenant under this Lease shall be joint and several.

26.20 Authority. Each party hereby represents and warrants to the other party that: (i) the ATTACHMENT 2
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representing party is a duly formed and existing entity that is qualified to do business in the State of California; (ii) the representing party has full right and authority to execute and deliver this Lease; and (iii) each person signing on behalf of the representing party is authorized to do so. Each party is making the foregoing representations knowing that the other party will rely thereon.

26.21 Attorneys’ Fees. In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease or for any other relief against the other, then all costs and expenses, including reasonably attorneys’ fees, incurred by the prevailing party therein shall be paid by the other party, which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable by the prevailing party whether or not the action is prosecuted to judgment.

26.22 Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of California, without resort to choice of law principles.

26.23 Submission of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of, an option for, and offer to lease, and this instrument shall not be effective as a lease or otherwise until execution and delivery by both Landlord and Tenant.

26.24 Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 14 of the Summary (the “Brokers”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Landlord shall pay the Brokers a commission in connection with the execution of this Lease pursuant to a separate agreement between and/or among Landlord and the Brokers. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or agent other than the Brokers. The terms of this Section 26.24 shall survive the expiration or earlier termination of this Lease.

26.25 Independent Covenants. Except as otherwise expressly provided herein, this Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord; provided, however, that the foregoing shall in no way impair Tenant’s express rights as stated elsewhere in this Lease; provided, further, however, that the foregoing shall also not impair the right of Tenant to commence a separate action against Landlord for any violation by Landlord of the provisions hereof so long as notice is first given to Landlord and any holder of a mortgage or deed of trust covering the Building, Project or any portion thereof, of whose address Tenant has theretofore been notified, and an opportunity is granted to Landlord and such holder to correct such violations as provided above.

26.26 Building Name and Signage. Landlord shall have the right at any time to change or designate the name of the Building, Other Buildings and/or the Project, and to install, affix and maintain any and all signs on the exterior of the Building, Other Buildings and/or the Project and in the interior of the Building. Tenant shall not use the name of the Project or use pictures or illustrations of the Project in advertising or other publicity or for any purpose other than as the address of the business to be conducted ATTACHMENT 2
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by Tenant at the Premises, without the prior written consent of Landlord.

26.27 Transportation Management. In addition to Tenant’s obligations set forth in Section 5.1 above, if required by law, Landlord and Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Project, and in connection therewith, Tenant shall take reasonable action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

26.28 Landlord Renovations. It is specifically understood and agreed that Landlord has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, Project, or any part thereof and that no representations respecting the condition of the Premises or the Project have been made by Landlord to Tenant, except as specifically set forth herein. However, Tenant acknowledges that Landlord may during the Lease Term renovate, improve, alter, or modify (collectively, the “Renovations“) the Project and/or Premises including, without limitation, the Parking Areas, common areas, systems and equipment, roof, and structural portions of the same; provided, however, that such Renovations shall not substantially interfere with Tenant’s ability to access the Premises and Landlord shall use commercially reasonable efforts to minimize any material and adverse interference with Tenant’s use and occupancy of the Premises. Tenant hereby agrees that such Renovations and Landlord’s actions in connection with such Renovations shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from the Renovations or Landlord’s actions in connection with such Renovations, or for any inconvenience or annoyance occasioned by such Renovations or Landlord’s actions in connection with such Renovations.

26.29 Substitution of Other Premises (Relocation). Landlord shall have the right to move Tenant to other space in the Project comparable in size to the Premises, and all terms hereof shall apply to the new space with equal force. In such event, Landlord shall give Tenant at least thirty (30) days’ prior notice of Landlord’s election to so relocate Tenant, and shall move Tenant’s effects to the new space at Landlord’s sole cost and expense at such time and in such manner as to inconvenience Tenant as little as reasonably practicable. The new space shall be delivered to Tenant with improvements substantially similar to those improvements existing in the Premises at the time of Landlord’s notification to Tenant of the relocation, which improvements shall be paid for by Landlord at Landlord’s cost. Simultaneously with such relocation of the Premises, the parties shall immediately execute an amendment to this Lease stating the relocation of the Premises.

26.30 No Violation. Tenant hereby warrants and represents that neither its execution of nor performance under this Lease shall cause Tenant to be in violation of any agreement, instrument, contract, law, rule or regulation by which Tenant is bound, and Tenant shall protect, defend, indemnify and hold Landlord harmless against any claims, demands, losses, damages, liabilities, costs and expenses including, without limitation, reasonable attorneys’ fees and costs, arising from Tenant’s breach of this warranty and representation.

26.31 Waiver of Redemption by Tenant. Tenant hereby waives, for Tenant and for all those claiming under Tenant, any and all rights now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant’s right of occupancy of the Premises after any termination of this Lease.

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26.32 Counterparts. This Lease may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single lease.

26.33 Confidentiality. The Parties acknowledge that the Tenant, as a California public entity and charter city, is subject to the records disclosure provisions of the California Public Records Act (California Government Code 7920.000 et seq.).

26.34 Non-Discrimination. Tenant covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry, in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the Premises, nor shall Tenant itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use of occupancy of tenants, lessees, sublessee, subtenants or vendees in the Premises.

26.35 Anti-Terrorism Laws. Each Party to this Lease represents and warrants to the other Party, and covenants with the other Party, that neither the Party nor any of the entities or individuals constituting the Party, or which may own or control the Party, or which may be owned or controlled by the Party, currently are, or shall be at any time during the Lease Term (including, if applicable, any extension thereof), among the individuals or entities identified on any list compiled pursuant to any laws relating to terrorism or money laundering for purposes of identifying suspected terrorists or regulations promulgated pursuant thereto (collectively, the “Anti-Terrorism Laws”), including, without limitation, Executive Order No. 13224 on Terrorist Financing. At any time and from time to time during the Lease Term (including, if applicable, any extension thereof), each Party shall deliver to the other Party, within ten (10) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to the requesting Party evidencing and confirming compliance with this Section 26.35.

26.36 Jurisdiction; Waiver of Jury Trial. IN ANY ACTION OR PROCEEDING ARISING

HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO (I) THE JURISDICTION OF ANY

COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, (II) SERVICE OR PROCESS BY

ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN THE INTEREST OF SAVING

TIME AND EXPENSE AND TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL WITHOUT

A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE

PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSOR IN RESPECT OF ANY

MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. [remainder of page intentionally left blank; signatures on next page.] ATTACHMENT 2
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written.

LANDLORD:
303 N. GLENOAKS BOULEVARD CA, LLC
a Delaware limited liability company
By: U.S. Real Estate Investment Fund REIT, Inc.,
a Delaware corporation,
its Sole Member and Manager

By: _________________________________
Name: Thomas R. Taranto, Jr.

Title: Vice President
TENANT:

CITY OF BURBANK
a municipal corporation
By: ________________________________________
Name: Justin Hess
Title: City Manager
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EXHIBIT A-1

PROJECT SITE PLAN
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EXHIBIT A-2

OUTLINE OF FLOOR PLAN OF PREMISES
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EXHIBIT B
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Connexion Burbank
City of Burbank

EXHIBIT B
LANDLORD’S WORK
A. Tenant acknowledges and agrees that Landlord shall deliver and Tenant shall accept the Premises in its current “as-is” condition, provided, however, Landlord shall make certain improvements to the Premises at its own cost, prior to delivery of the Premises to Tenant. Landlord shall perform the work (“Landlord’s Work”) set forth in Exhibit B-1 attached hereto. As necessary, Landlord shall engage architects and engineers selected by Landlord, in its sole discretion, to prepare final working drawings and specifications for Landlord’s Work. The Landlord’s Work shall be done by union affiliated agents and/or contractors hired by the Landlord, in its sole discretion, and at Landlord’s sole cost, unless otherwise set forth herein. Landlord’s Work shall specifically not include any of Tenant’s trade fixtures, equipment, furniture, furnishings, telephone and data equipment or other personal property. Tenant shall assume responsibility to ensure that all items associated with Landlord’s Work are adequate to fully meet the requirements of Tenant’s intended use within the Premises. Except as set forth in this Exhibit, Tenant accepts the Premises in its “ASIS” condition on the date that this Lease is entered into.

B. Except as otherwise agreed upon by the parties, Landlord’s Work shall be performed in a Building Standard manner using Building Standard materials. “Building Standard” means work performed in the manner and with the materials selected by Landlord as the standard for the Building subject to availability and Landlord's right to select alternative types, models, brands, grades, designs, manufacturers and suppliers from time to time as the Building Standard.

C. For purposes of this Lease and this Exhibit B, “Substantial Completion” of Landlord’s Work shall occur upon the completion of construction of Landlord’s Work in the Premises pursuant to this Exhibit B, even though minor details or adjustments that do not materially interfere with Tenant’s use or occupancy of the Premises for normal business operations may remain to be completed. Tenant shall have a period of thirty (30) days following the date of Substantial Completion of Landlord’s Work to conduct a walk-through with Landlord’s representative to establish a punch list of items (“Punch List Items”) to be completed by Landlord within thirty (30) days thereafter, provided, however, that if Landlord is unable, despite using its commercially reasonable efforts to complete the Punch List Items within such thirty (30) day period, then Landlord shall be afforded such additional time as is reasonably necessary to allow Landlord to complete such Punch List Items, provided that Landlord is diligently prosecuting the same. The Punch List Items shall be limited to those components of Landlord’s Work set forth in this Exhibit B which Landlord is obligated to complete in accordance with this Exhibit B and which were not completed as of the date of Substantial Completion of Landlord’s Work. To the extent that the Punch List Items materially interfere with Tenant’s use or occupancy of the Premises for normal business operations beyond the thirty (30) day period, Tenant reserves the right to extend out the Early Entry Date and Lease Commencement Date (as set forth in the Summary) by a period proportionate to the delay.

D. If Tenant wants Landlord to perform or supply any additional or non-Building Standard work or installations (“Extra Work”) over and above, or in lieu of, Landlord’s Work to be done by Landlord described above which increases the “cost of Landlord’s Work”, Landlord may, (i) refuse such request for Extra Work, or (ii) charge Tenant for any and all costs associated with such Extra Work, as defined herein. As used herein, “cost of Landlord’s Work” shall include without limitation, (a) the cost of all labor and materials; (b) contractors’ overhead and profit; (c) all architectural, engineering and space planning fees paid or incurred by Landlord or Tenant in connection with the Landlord’s Work; and (d) a Landlord development supervisory fee in an amount equal to 4% of the sum of (a)-(c) above.

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EXHIBIT B
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Connexion Burbank
City of Burbank
E. Any agreement to do Extra Work must be in writing describing the Extra Work, the price to be paid by Tenant and any payment terms therefore. Any and all costs incurred for the preparation, filing or approval of plans and specifications relating to Extra Work, shall be paid for by Tenant without regard to whether or not Landlord agrees to do Extra Work. If Tenant fails to make any agreed payment for Extra Work within ten (10) business days after Landlord invoices Tenant for same, Landlord shall have the same remedies for such non-payment as it has for non-payment of rent in addition to whatever other remedies are available to Landlord.

F. Anything contained herein or elsewhere in this Lease to the contrary notwithstanding, if Landlord is delayed in Substantial Completion of Landlord’s Work or there is any increase in the “cost of Landlord’s Work” as a result of: (i) Tenant's request for changes to the Plan; (ii) Landlord's performance of Extra Work and/or Tenant's request for materials, finishes, or installations other than Landlord's Building Standard; or (iii) the performance or completion of any work or installations by a party employed by Tenant (collectively, “Tenant Delays”), then, in such event, (a) Tenant shall be responsible for the increase in the “cost of Landlord’s Work”, (b) if necessary, the Lease Commencement Date and the obligations of Tenant to pay rents shall be advanced by the number of days of such delay, and (c) if such delay shall exceed thirty (30) days, then Landlord may, at Landlord’s option, elect to cancel this Lease on ten (10) days prior written notice or elect to keep this Lease in effect without any obligation to perform Landlord’s Work.

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EXHIBIT B-1
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EXHIBIT B-1
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EXHIBIT B
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EXHIBIT B-1
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Landlord’s General Contractor (“GC”) to coordinate locations of receptacles with Tenant.

Provide water lines to two (2) fridges, one (1) coffee machine, and one (1) standing water dispenser machine. GC to coordinate locations with Tenant.

Locations to be at three (3) conference rooms and one (1) ERP room per Note #4.

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EXHIBIT B
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ATTACHMENT 2
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EXHIBIT B-1
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Connexion Burbank
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New drywall enclosure needs to accommodate two (2) fridges. GC to coordinate dimensions with Tenant.

There are six (6) clusters of eight (8) workstations each in north and south open areas. Refer to floor plan below.

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EXHIBIT B-1
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There are four (4) separate rooms where Note #4 applies. Refer to floor plan below. GC to coordinate receptacles locations with Tenant.

Power and data for livescan shall cover the reception area. Refer to floor plan below. GC to verify location.

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EXHIBIT C
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Connexion Burbank
City of Burbank

EXHIBIT C

INTENTIONALLY DELETED
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EXHIBIT D
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Connexion Burbank
City of Burbank

EXHIBIT D

MEMORANDUM OF COMMENCEMENT OF LEASE
This MEMORANDUM OF COMMENCEMENT OF LEASE (“Memorandum”) is made and entered into effective as of _________________, 20__, by and between 303 N. GLENOAKS BOULEVARD CA, LLC, a Delaware limited liability company (“Landlord”), and City of Burbank, a municipal corporation (“Tenant”).

R E C I T A L S :

A. Landlord and Tenant entered into that certain Office Lease dated as of ________________, 2026 (the “Lease”), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord certain “Premises,” as more particularly described in the Lease.

B. Except as otherwise set forth herein, all capitalized terms used in this Memorandum shall have the same meaning given such terms in the Lease.

C. Landlord and Tenant desire to amend the Lease to confirm the commencement and expiration dates of the term and to confirm all amounts, percentages and figures appearing or referred to in the Lease based on the number of rentable and usable square feet of the Premises and rentable square feet of the Building, as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Confirmation of Dates. The parties hereby confirm that (a) Landlord has completed all work required by the Lease as of the date hereof, (b) the term of the Lease commenced as of ________________ 2026 (the “Lease Commencement Date”) for a term of 36 months ending on _______________, 20__ (unless sooner terminated or extended as provided in the Lease) and (c) in accordance with the Lease, Rent commenced to accrue on __________________, 20__.

2. Confirmation of Base Rent. Without limitation of Landlord’s rights under the Lease, the parties hereby confirm that:
(a) Tenant shall pay Base Rent during the initial Lease Term in accordance with the following schedule:

Year of
Lease Term
Annual
Base Rent
Monthly
Installment
of Base Rent
Annual Rental Rate
per Rentable
Square Foot
1-12 $790,171.20 $65,847.60 $3.60
13-24 $813,876.34 $67,823.03 $3.71
25-33 $628,719.47 $69,857.72 $3.82
34-36 $0.00 $0.00 $0.00
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EXHIBIT D
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Connexion Burbank
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(b) Tenant’s Share of Operating Expenses and Tax Expenses is (i) 9.8% with respect Operating Expenses and Tax Expenses allocated to only the Building; and (ii) ___% with respect to Operating Expenses and Tax Expenses allocated to the entire Project. (c) Tenant has deposited the Security Deposit in the amount of $___________.

3. No Further Modification. Except as set forth in this Memorandum, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, this Memorandum has been executed as of the day and year first above written.

LANDLORD:
303 N. GLENOAKS BOULEVARD CA, LLC
a Delaware limited liability company
By: U.S. Real Estate Investment Fund REIT, Inc.,
a Delaware corporation,
its Sole Member and Manager

By: _________________________________
Name: Thomas R. Taranto, Jr.

Title: Vice President
TENANT:

CITY OF BURBANK
a municipal corporation
By: ________________________________________
Name: Justin Hess
Title: City Manager
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EXHIBIT E
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Connexion Burbank
City of Burbank

EXHIBIT E

RULES AND REGULATIONS
Tenant shall faithfully observe and comply with the following Rules and Regulations. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project; provided, however, that Landlord shall use commercially reasonable efforts (but not including the institution of legal proceedings) to cause such other tenants and occupants of the Project to comply with such Rules and Regulations, to the extent such non-compliance materially and adversely interferes with Tenant's access to the Premises or use of the Premises for the purposes permitted under this Lease.

1. Tenant shall not alter any lock or install any new or additional locks or bolts on any doors or windows of the Premises without obtaining Landlord's prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant. Two (2) keys will be furnished by Landlord for the Premises at no cost to Tenant, and any additional keys required by Tenant must be obtained from Landlord at a reasonable cost to be established by Landlord (which, as of the date of this Lease, is $5.00 per key.

Upon the expiration or earlier termination of the Lease, Tenant shall restore to Landlord all keys of stores, offices, and toilet rooms, either furnished to, or otherwise procured by, Tenant, and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such change.

2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises, unless electrical hold backs have been installed.

3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building and to exclude from the Building between the hours of 6:00 p.m. and 7:00 a.m. and at all hours on Saturday, Sunday and Holidays (as defined in the Lease) all persons who do not present a pass or card key to the Building approved by Landlord. Card keys shall be available to Tenant at $35 per each card and activation. Tenant, its employees and agents must be sure that the doors to the Building are securely closed and locked when leaving the Premises if it is after the normal hours of business for the Building. Any tenant, its employees, agents or any other persons entering or leaving the Building at any time when it is so locked, or any time when it is considered to be after normal business hours for the Building may be required to sign the Building register when so doing. After-hours access by Tenant's authorized employees may be provided by card-key access or other procedures adopted by Landlord from time to time; Tenant shall pay for the costs of all access cards provided to Tenant's employees and all replacements thereof for lost, stolen or damaged cards. Access to the Building may be refused unless the person seeking access has proper identification or has a previously arranged pass for access. Tenant and its employees shall not go upon the roof of the Building and/or the Additional Building without the written consent of Landlord. Landlord and its agents shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building or Project of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Building and/or Project during the continuance of same by any means it deems appropriate for the safety and protection of life and property.

4. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Building. Safes and other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property in any case. All damage done to any part of the Building and/or Project, its contents, occupants or visitors by moving or maintaining any ATTACHMENT 2
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EXHIBIT E
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City of Burbank
such safe or other property shall be the sole responsibility of Tenant and any expense of said damage or injury shall be borne by Tenant.

5. No furniture, freight, packages, supplies, equipment or merchandise will be brought into or removed from the Building or carried up or down in the elevators, except upon prior notice to Landlord, and in such manner, in such specific elevator, and between such hours as shall be reasonably designated by Landlord. Tenant shall provide Landlord with not less than twenty-four (24) hours' prior notice of the need to utilize an elevator for any such purpose, so as to provide Landlord with a reasonable period to schedule such use and to install such padding or take such other actions or prescribe such procedures as are appropriate to protect against damage to the elevators or other parts of the Building.

6. Landlord shall have the right to control and operate the public portions of the Building and Project, the public facilities, the HVAC, and any other facilities furnished for the common use of tenants, in such manner as is customary for Comparable Buildings.

7. The requirements of Tenant will be attended to only upon application at the management office of the Building or at such office location designated by Landlord. Employees of Landlord shall not perform any work or do anything outside their regular duties unless under special instructions from Landlord.

8. Tenant shall not disturb, solicit, or canvass any occupant of the Project and shall cooperate with Landlord or Landlord's agents to prevent same.

9. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees or agents, shall have caused it.

10. Tenant shall not overload the floor of the Premises, nor mark, drive nails or screws, or drill into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof without Landlord's consent first had and obtained; provided, however, Landlord's prior consent shall not be required with respect to Tenant's placement of pictures and other normal office wall hangings on the interior walls of the Premises (but at the end of the Lease Term, Tenant shall repair any damage to the Premises resulting therefrom).

11. Except for vending machines intended for the sole use of Tenant's employees and invitees, no vending machine or machines of any description other than fractional horsepower office machines shall be installed, maintained or operated upon the Premises without the written consent of Landlord.

12. Tenant shall not use any method of HVAC other than that which may be supplied by Landlord, without the prior written consent of Landlord.

13. Tenant shall not use or keep in or on the Premises or the Project any kerosene, gasoline or other inflammable or combustible fluid or material. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors, or vibrations, or interfere in any way with other tenants or those having business therein.

14. Tenant shall not bring into or keep within the Project or the Premises any animals (other than service animals), birds, bicycles or other vehicles. Bicycle racks are available for Tenant’s use in the basement of the Building’s parking structure.

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EXHIBIT E
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City of Burbank

15. No cooking shall be done or permitted by any tenant on the Premises, nor shall the Premises be used for the storage of merchandise, for lodging or for any improper, objectionable or immoral purposes.

Notwithstanding the foregoing, Underwriters' laboratory-approved equipment, toasters and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages, provided that such use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations, and does not cause odors which are objectionable to Landlord and other tenants.

16. Landlord will approve how telephone and telegraph wires are to be introduced to the Premises. No boring, cutting or stringing of wires or laying of linoleum or other similar floor coverings shall be allowed without the consent of Landlord.

17. Landlord reserves the right to exclude or expel from the Building and/or Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.

18. Tenant, its employees, agents, and invitees shall not loiter in the entrances, corridors, or other common areas, nor in any way obstruct or interfere with the use of the sidewalks, lobby, halls, stairways or elevators, or other common areas, or otherwise disturb or interfere with other tenants, occupants, or their guests in such areas, and shall use the same only as a means of ingress and egress for the Premises.

19. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most effective operation of the Building's HVAC system, and shall refrain from attempting to adjust any controls. Tenant shall comply with and participate in any program for metering or otherwise measuring the use of utilities and services, including, without limitation, programs requiring the disclosure or reporting of the use of any utilities or services. Tenant shall also cooperate and comply with, participate in, and assist in the implementation of (and take no action that is inconsistent with, or which would result in Landlord, the Building and/or the Project failing to comply with the requirements of) any conservation, sustainability, recycling, energy efficiency, and waste reduction programs, environmental protection efforts and/or other programs that are in place and/or implemented from time to time at the Building and/or the Project, including, without limitation, any required reporting, disclosure, rating or compliance system or program (including, but not limited to, any LEED [Leadership in Energy and Environmental Design] rating or compliance system, including those currently coordinated through the U.S.

Green Building Council).

20. Tenant shall not use any method of heating or air conditioning other than that which may be supplied by Landlord, without the prior written consent of Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electronic or gas heating devices, portable coolers (such as "move n cools") or space heaters, without Landlord's prior written consent, and any such approval will be for devices that meet federal, state and local code.

21. Tenant shall store all its trash and garbage within the interior of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the city in which the Project is located without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times as Landlord shall designate.

22. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

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Connexion Burbank
City of Burbank

23. Tenant shall assume any and all responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed, when the Premises are not occupied.

24. No awnings or other projection shall be attached to the outside walls of the Building and/or the Additional Building without the prior written consent of Landlord. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises without the prior written consent of Landlord. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the windowsills.

All electrical ceiling fixtures hung in offices or spaces along the perimeter of the Building must be fluorescent and/or of a quality, type, design and bulb color approved by Landlord.

25. The washing and/or detailing of or, the installation of windshields, radios, telephones in or general work on, automobiles shall not be allowed on the Project.

26. The term "personal goods or services vendors" as used herein means persons who periodically enter the Building of which the Premises are a part for the purpose of selling goods or services to a tenant, other than goods or services which are used by the Tenant. "Personal goods or services" include, but are not limited to, drinking water and other beverages, food, barbering services and shoeshining services. The ability of personal goods and services vendors to access the Building shall be subject to Landlord's prior consent, which consent shall not be unreasonably withheld, and upon Landlord's reasonable terms and conditions, including, but not limited to, provision for insurance coverage. Under no circumstance shall the personal goods or services vendors display their products in a public or common area, including corridors and elevator lobbies. If necessary for the accomplishment of these purposes, Landlord may exclude a particular vendor entirely or limit the number of vendors who may be present at any one time in the Building.

27. Tenant must comply with requests by the Landlord concerning the informing of their employees of items of importance to the Landlord.

28. Tenant shall comply with any non-smoking ordinance adopted by any applicable governmental authority. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Premises and/or the common areas, unless the common areas have been declared a designated smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into the common areas or any other part of the Project. Landlord shall have the right to designate the Building (including the Premises) as a non-smoking building.

29. The Premises shall not be used for manufacturing. Tenant shall not advertise for laborers giving an address at the Premises.

30. Tenant shall not maintain armed security in or about the Premises nor possess any weapons, explosives, combustibles or other hazardous devices in or about the Premises, Building and/or Project.

31. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord’s reasonable opinion, tends to impair the reputation of the Building and/or Project or its desirability as an office building project and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

32. Any outside contractor employed by Tenant, shall, while in the Building and/or Project, be subject to the Rules and Regulations. Tenant shall be responsible for all acts of such persons and Landlord ATTACHMENT 2
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shall not be responsible for any loss or damage to property in the Premises, Building and/or Project, however occurring.

33. Tenant shall ensure that all repairs, alterations, and renovations, as well as any maintenance or housekeeping activities that might impact asbestos containing materials, are performed in compliance with all Environmental Laws, including by not limited to asbestos laws, rules and regulations, and in compliance with Section 5.4.2 of the Lease.

PARKING RULES AND REGULATIONS

1. Landlord reserves the right to establish and reasonably change the hours for the Parking Facilities, on a non-discriminatory basis, from time to time. Tenant shall not store or permit its employees to store any automobiles in the Parking Facilities without the prior written consent of Landlord (and/or the Parking Operator, as the case may be). Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the Parking Facilities or on the Project. The Parking Facilities may not be used by Tenant or its agents for overnight parking of vehicles. If it is necessary for Tenant or its employees to leave an automobile in the Parking Facilities overnight, Tenant shall provide Landlord (or the Parking Operator as the case may be) with prior notice thereof designating the license plate number and model of such automobile.

2. Tenant (including Tenant's employees and agents) will use the parking spaces solely for the purpose of parking passenger model cars, small vans and small trucks and will comply in all respects with any rules and regulations that may be promulgated by Landlord and/or the Parking Operator from time to time with respect to the Parking Facilities.

3. Vehicles must be parked entirely within the stall lines painted on the floor, and only small cars may be parked in areas reserved for small cars.

4. All directional signs and arrows must be observed.

5. The speed limit shall be 5 miles per hour.

6. Parking spaces reserved for handicapped persons must be used only by vehicles properly designated.

7. Parking is prohibited in all areas not expressly designated for parking, including without limitation:
(a) areas not striped for parking;
(b) aisles;
(c) where "no parking" signs are posted;
(d) ramps; and
(e) loading zones.

However, this section shall not limit Tenant’s right to access and use the Building’s loading zones temporarily for deliveries and other similar short term uses by Tenant. Any prolonged use of the Building’s loading dock for moving services shall require prior notice to the Landlord.

8. Parking stickers, key cards and any other devices or forms of identification or entry supplied by Landlord or the Parking Operator shall remain the property of Landlord (or the Parking Operator as the case may be). Such device must be displayed as requested and may not be mutilated in any ATTACHMENT 2
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manner. The serial number of the parking identification device may not be obliterated. Parking spaces and devices are not transferable and any pass or device in the possession of an unauthorized holder will be void.

9. Parking managers or attendants are not authorized to make or allow any exceptions to these Parking Rules and Regulations.

10. Every parker is required to park and lock his/her own car.

11. Loss or theft of parking spaces, identification, key cards or other such devices must be reported to Landlord (and/or to the Parking Operator as the case may be) immediately. Any parking devices reported lost or stolen found on any authorized car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen passes and devices found by Tenant or its employees must be reported to Landlord (and to the Parking Operator, as the case may be) immediately.

12. Washing, waxing, cleaning or servicing of any vehicle by the customer and/or its agents is prohibited.

13. Tenant agrees to acquaint all persons to whom Tenant assigns a parking space with these Parking Rules and Regulations.

14. Neither Landlord nor the Parking Operator (as the case may be), from time to time will be liable for loss of or damage to any vehicle or any contents of such vehicle or accessories to any such vehicle, or any property left in any of the Parking Facilities, resulting from fire, theft, vandalism, accident, conduct of other users of the Parking Facilities and other persons, or any other casualty or cause. Further, Tenant understands and agrees that: (i) Landlord will not be obligated to provide any traffic control, security protection or Parking Operator for the Parking Facilities; (ii) Tenant uses the Parking Facilities at its own risk; and (iii) Landlord will not be liable for personal injury or death, or theft, loss of or damage to property.

Tenant indemnifies and agrees to hold Landlord, any Parking Operator and their respective agents and employees harmless from and against any and all claims, demands, and actions arising out of the use of the Parking Facilities by Tenant and its employees and agents, whether brought by any of such persons or any other person.

15. Tenant will ensure that any vehicle parked in any of the parking spaces will be kept in proper repair and will not leak excessive amounts of oil or grease or any amount of gasoline. If any of the parking spaces are at any time used (i) for any purpose other than parking as provided above, or (ii) in any way or manner reasonably objectionable to Landlord, Landlord, in addition to any other rights otherwise available to Landlord, may revoke the parking privileges of the individual parking in a manner described in clauses (i) and/or (ii) hereinabove.

16. Tenant's right to use the Parking Facilities will be in common with other tenants of the Project and with other parties permitted by Landlord to use the Parking Facilities. Landlord reserves the right to assign and reassign, from time to time, particular parking spaces for use by persons selected by Landlord, provided that Tenant's rights under the Lease are preserved. Landlord will not be liable to Tenant for any unavailability of Tenant's designated spaces, if any, nor will any unavailability entitle Tenant to any refund, deduction, or allowance. Tenant will not park in any numbered space or any space designated as:

RESERVED, HANDICAPPED, VISITORS ONLY, or LIMITED TIME PARKING (or similar designation).

17. If the Parking Facilities are damaged or destroyed, or if the use of the Parking Facilities is limited or prohibited by any governmental authority, or the use or operation of the Parking Facilities is limited or prevented by strikes or other labor difficulties or other causes beyond Landlord's reasonable ATTACHMENT 2
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Connexion Burbank
City of Burbank
control, Tenant's inability to use the parking spaces will not subject Landlord (and/or the Parking Operator, as the case may be) to any liability to Tenant and will not relieve Tenant of any of its obligations under the Lease and the Lease will remain in full force and effect; provided, however, (i) Landlord shall provide reasonable alternative parking during such periods, and (ii) if such alternative parking is provided in an offsite parking area which is located beyond a reasonable walking distance from the Project, Landlord shall provide a shuttle between such off-site parking area and the Building. Tenant will pay to Landlord upon demand, and Tenant indemnifies Landlord against, any and all loss or damage to the Parking Facilities, or any equipment, fixtures, or signs used in connection with the Parking Facilities and any adjoining buildings or structures caused by Tenant or any of its employees and agents.

18. Tenant has no right to assign or sublicense any of its rights in the parking spaces, except as part of a permitted assignment or sublease of the Lease; however, Tenant may allocate the parking spaces among its employees.

Landlord may waive any one or more of these Rules and Regulations and Parking Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations and/or Parking Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules or Regulations and/or Parking Rules and Regulations against any or all tenants of the Project. Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations and/or Parking Rules and Regulations, or to make such other and further reasonable Rules and Regulations and/or Parking Rules and Regulations as in Landlord's judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises, Building and Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord shall not be responsible to Tenant or to any other person for the nonobservance of the Rules and Regulations and/or Parking Rules and Regulations by another tenant or other person. Tenant shall be deemed to have read these Rules and Regulations and Parking Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.

ATTACHMENT 2
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EXHIBIT F
-1-
The Burbank Collection
[Name of Tenant]
1894193.3 - 22149.000

EXHIBIT F

INTENTIONALLY DELETED

ATTACHMENT 2
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EXHIBIT G
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The Burbank Collection
City of Burbank

EXHIBIT G

GREEN LEASING PROVISIONS

1. Sustainability Contacts. Landlord and Tenant shall provide a point of contact to discuss issues related to sustainability and energy. Issues include, but not limited to retrofit projects, billing issues, energy efficient upgrades, and data access:

Tenant sustainability contact: Kimberly Montes/Real Estate Section __________________ Email: [email protected]/[email protected]_________________ Phone: 818-238-5214/818-238-5180__________________
Landlord sustainability contact: Thomas Ball, Senior Director, Asset Management Email: [email protected]
Phone: 310-529-2067

2. Require Tenants to Purchase On-site Renewables:

Notwithstanding anything to the contrary contained herein, if permitted by applicable Laws, Landlord shall have the right at any time and from time to time during the Term of this Lease to either contract for service from a different company or companies (each such company shall be referred to herein as an “Alternate Service Provider”) other than the company or companies presently providing electricity service for the Building (the “Electric Service Provider”) or continue to contract for service from the Electric Service Provider, at Landlord’s sole discretion.

Tenant hereby agrees to cooperate with Landlord, the Electric Service Provider, and any Alternate Service Provider at all times and, as reasonably necessary, shall allow Landlord, the Electric Service Provider, and any Alternate Service Provider reasonable access to the Building’s electric lines, feeders, risers, wiring and any other machinery within the Premises.

3. Require Minimum Energy Efficiency Fit-out or Tenants:

Tenant shall use commercially reasonable efforts to perform any and all Tenant Improvement Work and/or Alterations in order to meet Environmental Protection Agency’s ENERGY STAR Tenant Space criteria.

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1 STAFF REPORT
DATE: October 13, 2026
TO: Honorable Chair and Commissioners of the Housing Authority FROM: Kimberley Clark, City Clerk
BY: Maria Sanchez, Administrative Analyst II
Yasleen Robinson, Intermediate Clerk
SUBJECT: Appointment to Fill One Vacancy on the Burbank Housing Corporation Board of Directors for a Full Two-Year Term

RECOMMENDATION
Appoint one member to the Burbank Housing Corporation Board of Directors to fill an unexpired term ending October 31, 2028.

BACKGROUND
All Board, Commission, and Committee (BCC) Members shall be appointed by a threefifths (3/5) vote of all Council Members and serve without compensation from the City. No person shall serve on more than one BCC at the same time. Vacancies on a BCC occurring during the term of office shall be filled within 90 days from the date the vacancy occurs. Any person appointed to fill a vacancy shall hold office for the remainder of the unexpired term and must complete the term before applying to serve on another board, commission, or committee. In addition, all applicants must reside within the jurisdictional boundaries of the City of Burbank (per Burbank Municipal Code (BMC) §§ 2-1-404, 2-1- 405, 2-1-406, and 2-1-407).

Once a vacancy is established, the City Clerk advertises the vacancy for 30 days, accepts applications, and provides the applications received to Council for consideration.

Applicants can submit up to two applications to BCCs, indicating their first and second choice.

CITY CLERK’S
OFFICE
Reports to Council
Item #1
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2 The established voting process allows for each Council Member to vote as many times as there are vacancies on the BCC being considered; the applicants receiving a majority of the votes in the first round are either appointed or move into the second round, if necessary. The process continues for as many rounds as are necessary to attain the correct number of applicants to fill each vacancy.

Burbank Housing Corporation Board of Directors
The Burbank Housing Corporation (BHC) was established in 1997 to improve and preserve the affordable housing inventory in the City of Burbank and to provide community assistance and services within the Focus Neighborhoods in the City. BHC is a non-profit organization with a Board of Directors (Board) comprised of nine members.

In accordance with its By-laws and Articles of Incorporation, the directors are appointed by different segments representative of the Burbank community: the Chamber of Commerce, Wesley Senior Housing, the City of Burbank, and BHC residents. Three board members are at-large members nominated and appointed by the BHC Board. The City nominates two board members. Members of the Board receive no compensation.

DISCUSSION
On September 1, 2026, the City Clerk's Office began advertising and accepting applications for one vacancy on the Board for a two-year term. This vacancy is a scheduled vacancy for Board Member Chris Welker, who serves as one of the two representatives from the City of Burbank and whose term is set to expire on October 31, 2026.

To obtain qualified candidates, a Notice of Vacancy was advertised through the following:
• City website
• City Council meeting announcements
• All social media platforms managed by the City Clerk’s Office • Press releases sent to the Burbank Leader and MyBurbank.com • Notices posted on the City Hall Bulletin Board
• Community groups and organizations
• Constant Contact email notification
The deadline for submitting applications to the City Clerk’s Office was Wednesday, September 30, 2026, at 5:00 p.m. The City Clerk’s Office received a total of three applications: Leona Rollins, Chris Welker and Kat Thompson. The applications are listed in the order received.
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3 ENVIRONMENTAL REVIEW
This activity has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment and, as such, is not a “project” subject to the requirements of the California Environmental Quality Act (CEQA) 14 Cal. Code Regs § 15378.

FISCAL IMPACT
There is no fiscal impact associated with this item.

CONCLUSION
The City and the community both realize substantial benefits from civic involvement.

Appointments to the Boards, Commissions, and Committees help encourage public participation in the governmental process and ensure Burbank residents have a voice.

ATTACHMENTS
Attachment 1 – Applications and Resumes
Attachment 2 – Redevelopment Agency Resolution R-1878
Attachment 3 – Housing Authority Resolution H-209
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Attachment 1
Applications and Resumes
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Upload a Resume
Why are you interested in serving on a board, commission or committee? I am a Burbank resident and an experienced local government housing professional currently serving as the Rent Stabilization Manager for the City of West Hollywood. In this role, I lead a municipal division responsible for administering tenant protections and rent stabilization programs, overseeing administrative hearings and appeals, monitoring regulatory compliance, managing constituent services, and helping resolve complex housing disputes.

Throughout my career, I have seen how access to safe, stable, and affordable housing can transform the lives of individuals and families. I understand that successful affordable housing requires more than the development of governance, sound operational practices, meaningful community partnerships, and services that help residents achieve long-term stability. I am interested in board service because I believe meaningful public service extends beyond one's professional position. As both a Burbank resident and a municipal housing professional, I am personally invested in the strength, accessibility, and inclusiveness of my community. Serving on the Burbank Housing Corporation Board would allow me to apply my professional knowledge to directly benefit Burbank residents. I am particularly interested in the Burbank Housing Corporation Board preserving and expanding affordable housing, strengthening housing stability, supporting service-enriched communities, and making thoughtful, transparent decisions about its programs and resources. I would also value the opportunity to collaborate with fellow Board members, staff, residents, community organizations, and the City of Burbank. I believe effective governance requires preparation, integrity, respectful dialogue, fiscal responsibility, and a willingness to consider how organizational decisions affect the people being served.

Education
Master of Public Administration (In Progress) - California State University, Dominguez Hills - Estimated Completion: December 2027 Bachelor of Arts in Sociology - California State University, Dominguez Hills
Additional Pertinent Courses or Training
My pertinent skills and experience include municipal housing program administration, rent stabilization, tenant protections, regulatory compliance, administrative hearings and appeals, mediation and dispute resolution, staff leadership, policy implementation, public presentations, constituent services, data analysis, and preparation of staff reports. As a municipal manager, I oversee complex legal and administrative processes, evaluate program performance, communicate with residents and property owners, and work collaboratively with attorneys, housing professionals, executive leadership, appointed officials, and community stakeholders. I am comfortable analyzing detailed information, identifying operational and policy concerns, and translating technical material into clear recommendations. I would bring to the Board a combination of subject matter expertise, sound judgment, compassion, accountability, and a strong commitment to ethical public service. I am especially interested in affordable housing preservation and development, housing stability, resident services, organizational governance, and partnerships that improve residents' quality of life.

Other Pertinent Skills, Experience or Interests
Community Involvement
Leona A Rollins
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FIRST choice for Board/Commission/Committee appointment:

Burbank Housing Corporation Board of Directors
Describe any qualifications, experience, and education, as well as any technical or professional background you may have relative to the duties of this position.

I currently serve as the Rent Stabilization Manager for the City of West Hollywood, where I provide leadership and oversight for a municipal housing division responsible for administering rent stabilization and tenant protection programs. My responsibilities include overseeing administrative hearings, appeals, compliance determinations, mediation and dispute-resolution services, constituent assistance, policy implementation, staff performance, and preparing and presenting information to the Rent Stabilization Commission and City Council. This experience has given me a deep understanding of the housing challenges facing low- and moderate-income households, including affordability, displacement, housing instability, regulatory compliance, and the need for accessible supportive services. It has also strengthened my ability to balance competing interests, evaluate complex information, identify practical solutions, and ensure that decisions are implemented fairly and consistently. My management background would also support the Board's governance responsibilities. I have experience in establishing priorities, evaluating operational outcomes, using data to inform decisions, communicating with appointed officials and community stakeholders, and maintaining accountability within a public-sector organization. As a Burbank resident, I would combine this professional expertise with a personal commitment to the community. I believe my knowledge of housing policy, municipal leadership experience, analytical skills, and dedication to ethical and compassionate public service would enable me to make a meaningful contribution to the Burbank Housing Corporation Board of Directors.

What are your goals in serving on this Board/Commission/Committee? My primary goal would be to support Burbank Housing Corporation's mission to preserve, improve, and expand affordable housing while maintaining safe, attractive, and serviceenriched communities for its residents. I would work collaboratively with the Board and staff to promote responsible governance, thoughtful strategic planning, regulatory and fiscal accountability, and decisions grounded in reliable information. I would also support efforts to preserve Burbank Housing Corporation's existing housing portfolio, pursue sustainable opportunities for new affordable housing development, and strengthen partnerships that connect residents with childcare, case management, education, health, employment, and other supportive resources. I would ensure that residents' experiences and needs remain central to the Board's decision-making. I would bring housing stability and constituent service perspective while recognizing the Board's responsibility to protect the long-term health of the organization. Ultimately, I would like my service to help Burbank Housing Corporation remain an effective, trusted, forward-looking community partner that responds to current housing needs while planning responsibly for Burbank's future.