Board of Finance — Burlington, VT
Date: 2026-01-12
Time: 17:00

Board of Finance

Monday, January 12, 2026, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st
 Floor

Join from PC, Mac, iPad, or Android:
https://zoom.us/j/99551944677
Phone one-tap:
+16469313860, 99551944677# US
Join via audio:
+1 646 931 3860 US
Webinar ID: 995 5194 4677
International numbers available: https://zoom.us/u/acZu3oWtZc

**CCTV link: https://www.youtube.com/playlist?list=PLljLFn4BZd2PwCge7lNoKug676jIf_iUA **




1. Agenda
 Subject 1.1. Motion to adopt agenda
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 1. Agenda

 Department Council and Board


 Type Action
 Procedural


 Recommended Action Motion to amend/adopt agenda as follows: remove from the Deliberative Agenda Item
 4.2. Authorization to Execute Contract with Interface Studio for planBTV: 2050 -
 Planning (per CAO Schad)

2. Public Forum
 Subject 2.1. Verbal Comments
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 2. Public Forum
 Department Council and Board


 Type Action
 Procedural


 Recommended Action open Public Forum
 close Public Forum

3. Consent Agenda
 Subject 3.1. Motion to adopt the consent agenda and take the actions indicated
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Council and Board


 Type Action (Consent)
 Procedural


 Recommended Action Motion to adopt the consent agenda and take the actions indicated

 Subject 3.2. December 15, 2025 Board of Finance Meeting Minutes - DFA
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Department of Finance and Administration


 Type Action (Consent)
 Information
 Minutes


 Recommended Action approve the minutes

 Subject 3.3. The Annual Burlington Dr. Martin Luther King, Jr. Remembrance
 Sponsorship - REIB
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Racial Equity, Inclusion, & Belonging (REIB)


 Type Action (Consent)


 Recommended Action to approve and authorize the Director of the Racial Equity, Inclusion, and Belonging
 Office and the Chief Administrative Officer to issue a sponsorship grant in the amount of
 $5,000 to the Greater Burlington Multicultural Resource Center to support the Annual
 Burlington Fr. Martin Luther King, Jr. Remembrance event from the Community
 Celebrations GL

 Subject 3.4. Mending Wall - REIB
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Racial Equity, Inclusion, & Belonging (REIB)


Type Action (Consent)


Recommended Action to approve and authorize the Director of the Racial Equity Inclusion and Belonging Office
 and the Chief Administrative Officer to issue a sponsorship grant in the amount of
 $2,950 to Armadillo Collective, Pennington Productions, and AALV to support the
 Mending Wall project from the Community Celebrations GL

Subject 3.5. Request to execute a lease amendment with Hangar Condominium
 Association Inc. - Airport
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Airport


Type Action (Consent)


Recommended Action to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the lease amendment with the Hangar Condominium Association,
 subject to final review and approval by the City Attorney’s Office, and to take such
 further actions and execute such further instruments approved as to form by the City
 Attorney’s Office as may be necessary or convenient to effectuate the transactions
 contemplated hereby

Subject 3.6. Request to execute a lease agreement with the General Services
 Administration (GSA) for Transportation Security Administration (TSA) office
 space - Airport
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Airport


Type Action (Consent)


Recommended Action to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the lease with General Service Administration at the Patrick Leahy
 Burlington International Airport, subject to final review and approval by the City
 Attorney’s Office, and to take such further actions and execute such further instruments
 approved as to form by the City Attorney’s Office as may be necessary or convenient to
 effectuate the transactions contemplated hereby

Subject 3.7. Request to execute a ground lease with Aerodyme Corporation - Airport
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda
  Department Airport


  Type Action (Consent)


  Recommended Action Updated Motion Language:
 to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the lease with Aerodyme Corporation, subject to final review and
 approval by the City Attorney’s Office, and to take such further actions and execute
 such further instruments approved as to form by the City Attorney’s Office as may be
 necessary or convenient to effectuate the transactions contemplated hereby

 Original Motion Language:
 to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the ground lease with Aerodyme Corporation, subject to final
 review and approval by the City Attorney’s Office, and to take such further actions and
 execute such further instruments approved as to form by the City Attorney’s Office as
 may be necessary or convenient to effectuate the transactions contemplated hereby

4. Deliberative Agenda
  Subject 4.1. Request to Add Two Positions and Tier a Third Position - Airport
  Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Airport


  Type Action


  Recommended Action To approve and recommend that the City Council approve the following:
 1. The addition of one (1) Airport Operations Specialist, full time, non-exempt, AFSCME
 position, grade 16, step 1-15: $30.48/hour or $63,400 annually - $36.01/hour or
 $75,508 annually.
 2. The establishment of a Working Foreman Ambassador position, full time, non-
 exempt, AFSCME position, grade 16, step 1-15: $30.48/hour or $63,400 annually -
 $36.01/hour or $75,508 annually.
 3. The replacement of the Maintenance Worker position, full time, non-exempt, AFSCME
 position, grade 14, step 1-15 $27.00/hour or $56,166 annually - $32.12/hour or
 $66,828 annually, with the following positions: a. Maintenance Worker I, grade 14, step
 1-15 $27.00/hour or $56,166 annually - $32.12/hour or $66,828 annually; and b.
 Maintenance Worker II, non-exempt, AFSCME grade 15, step 1-15 $28.65/hour or
 $59,593 annually - $34.10/hour or $70,939 annually.

  Subject 4.2. Authorization to Execute Contract with Interface Studio for planBTV: 2050
 - Planning **AGENDA ITEM REMOVED**
  Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Planning


  Type Action


  Recommended Action 1. Approve and recommend that the City Council approve the expenditure of up to
 $340,000.00 ($325,755.00 + 4.2% contingency) from the sources identified above;
 and
 2. Authorize, and recommend that the City Council authorize, the Planning Director to
 execute the contract with Interface Studio for planBTV: 2050, subject to the review and
 approval of the City Attorney

  Subject 4.3. 2026 Drinking Water System Strategic Capital Planning Efforts and
 Associated DWSRF - Step I Loans - DPW/Water Resources
  Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Public Works Department - Water Resources


  Type Action


  Recommended Action 1. “To approve and recommend that the City Council waive the reading and adopt the
 attached resolution authorizing a Step I loan up to $650,000 from the Vermont Drinking
 Water State Revolving Fund for the Water Treatment Facility Improvements Plan –
 Phase I as more specifically set forth in the attached resolution.”
 2. “To approve and recommend that the City Council waive the reading and adopt the
 attached resolution authorizing a Step I loan up to $544,000 from the Vermont Drinking
 Water State Revolving Fund for the Water Distribution and Storage System
 Improvements Plan as more specifically set forth in the attached resolution.”

  Subject 4.4. Unassigned Fund Balance Request for Turning Point Center FY25 Annual
 Payment - Mayor's Office
  Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Mayor's Office


  Type Action


  Recommended Action to approve and recommend that the City Council authorize the adjustment to the FY26
 budget and a payment to the Turning Point Center of Chittenden County in the amount
 of $17,450 out of the Unassigned Fund Balance

5. FY27 Budget - Mayor and CAO
  Subject 5.1. FY27 Budget - Mayor and CAO
  Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor
  Category 5. FY27 Budget - Mayor and CAO
  Department Mayor's Office


  Type Discussion
 Information
 Presentation



6. Reclassifications - HR
  Subject 6.1. Reclassifications - HR
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor
 Category 6. Reclassifications - HR
 Department Human Resources


 Type Discussion
 Information



7. Adjournment
 Subject 7.1. Motion to adjourn
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 7. Adjournment

 Department Council and Board


 Type Action
 Procedural


 Recommended Action Motion to adjourn

Board of Finance

Monday, January 12, 2026, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st
 Floor

Join from PC, Mac, iPad, or Android:
https://zoom.us/j/99551944677
Phone one-tap:
+16469313860, 99551944677# US
Join via audio:
+1 646 931 3860 US
Webinar ID: 995 5194 4677
International numbers available: https://zoom.us/u/acZu3oWtZc

**CCTV link: https://www.youtube.com/playlist?list=PLljLFn4BZd2PwCge7lNoKug676jIf_iUA **




1. Agenda
 Subject 1.1. Motion to adopt agenda
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 1. Agenda

 Department Council and Board


 Type Action
 Procedural


 Recommended Action Motion to amend/adopt agenda as follows: remove from the Deliberative Agenda Item
 4.2. Authorization to Execute Contract with Interface Studio for planBTV: 2050 -
 Planning (per CAO Schad)

2. Public Forum
 Subject 2.1. Verbal Comments
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 2. Public Forum




 Page 1 of 300
 Department Council and Board


 Type Action
 Procedural


 Recommended Action open Public Forum
 close Public Forum

3. Consent Agenda
 Subject 3.1. Motion to adopt the consent agenda and take the actions indicated
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Council and Board


 Type Action (Consent)
 Procedural


 Recommended Action Motion to adopt the consent agenda and take the actions indicated

 Subject 3.2. December 15, 2025 Board of Finance Meeting Minutes - DFA
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Department of Finance and Administration


 Type Action (Consent)
 Information
 Minutes


 Recommended Action approve the minutes

 Subject 3.3. The Annual Burlington Dr. Martin Luther King, Jr. Remembrance
 Sponsorship - REIB
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Racial Equity, Inclusion, & Belonging (REIB)


 Type Action (Consent)


 Recommended Action to approve and authorize the Director of the Racial Equity, Inclusion, and Belonging
 Office and the Chief Administrative Officer to issue a sponsorship grant in the amount of
 $5,000 to the Greater Burlington Multicultural Resource Center to support the Annual
 Burlington Fr. Martin Luther King, Jr. Remembrance event from the Community
 Celebrations GL

 Subject 3.4. Mending Wall - REIB



 Page 2 of 300
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Racial Equity, Inclusion, & Belonging (REIB)


Type Action (Consent)


Recommended Action to approve and authorize the Director of the Racial Equity Inclusion and Belonging Office
 and the Chief Administrative Officer to issue a sponsorship grant in the amount of
 $2,950 to Armadillo Collective, Pennington Productions, and AALV to support the
 Mending Wall project from the Community Celebrations GL

Subject 3.5. Request to execute a lease amendment with Hangar Condominium
 Association Inc. - Airport
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Airport


Type Action (Consent)


Recommended Action to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the lease amendment with the Hangar Condominium Association,
 subject to final review and approval by the City Attorney’s Office, and to take such
 further actions and execute such further instruments approved as to form by the City
 Attorney’s Office as may be necessary or convenient to effectuate the transactions
 contemplated hereby

Subject 3.6. Request to execute a lease agreement with the General Services
 Administration (GSA) for Transportation Security Administration (TSA) office
 space - Airport
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Airport


Type Action (Consent)


Recommended Action to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the lease with General Service Administration at the Patrick Leahy
 Burlington International Airport, subject to final review and approval by the City
 Attorney’s Office, and to take such further actions and execute such further instruments
 approved as to form by the City Attorney’s Office as may be necessary or convenient to
 effectuate the transactions contemplated hereby

Subject 3.7. Request to execute a ground lease with Aerodyme Corporation - Airport
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda



 Page 3 of 300
  Department Airport


  Type Action (Consent)


  Recommended Action Updated Motion Language:
 to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the lease with Aerodyme Corporation, subject to final review and
 approval by the City Attorney’s Office, and to take such further actions and execute
 such further instruments approved as to form by the City Attorney’s Office as may be
 necessary or convenient to effectuate the transactions contemplated hereby

 Original Motion Language:
 to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the ground lease with Aerodyme Corporation, subject to final
 review and approval by the City Attorney’s Office, and to take such further actions and
 execute such further instruments approved as to form by the City Attorney’s Office as
 may be necessary or convenient to effectuate the transactions contemplated hereby

4. Deliberative Agenda
  Subject 4.1. Request to Add Two Positions and Tier a Third Position - Airport
  Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Airport


  Type Action


  Recommended Action To approve and recommend that the City Council approve the following:
 1. The addition of one (1) Airport Operations Specialist, full time, non-exempt, AFSCME
 position, grade 16, step 1-15: $30.48/hour or $63,400 annually - $36.01/hour or
 $75,508 annually.
 2. The establishment of a Working Foreman Ambassador position, full time, non-
 exempt, AFSCME position, grade 16, step 1-15: $30.48/hour or $63,400 annually -
 $36.01/hour or $75,508 annually.
 3. The replacement of the Maintenance Worker position, full time, non-exempt, AFSCME
 position, grade 14, step 1-15 $27.00/hour or $56,166 annually - $32.12/hour or
 $66,828 annually, with the following positions: a. Maintenance Worker I, grade 14, step
 1-15 $27.00/hour or $56,166 annually - $32.12/hour or $66,828 annually; and b.
 Maintenance Worker II, non-exempt, AFSCME grade 15, step 1-15 $28.65/hour or
 $59,593 annually - $34.10/hour or $70,939 annually.

  Subject 4.2. Authorization to Execute Contract with Interface Studio for planBTV: 2050
 - Planning **AGENDA ITEM REMOVED**
  Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Planning


  Type Action


  Recommended Action 1. Approve and recommend that the City Council approve the expenditure of up to
 $340,000.00 ($325,755.00 + 4.2% contingency) from the sources identified above;


 Page 4 of 300
 and
 2. Authorize, and recommend that the City Council authorize, the Planning Director to
 execute the contract with Interface Studio for planBTV: 2050, subject to the review and
 approval of the City Attorney

  Subject 4.3. 2026 Drinking Water System Strategic Capital Planning Efforts and
 Associated DWSRF - Step I Loans - DPW/Water Resources
  Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Public Works Department - Water Resources


  Type Action


  Recommended Action 1. “To approve and recommend that the City Council waive the reading and adopt the
 attached resolution authorizing a Step I loan up to $650,000 from the Vermont Drinking
 Water State Revolving Fund for the Water Treatment Facility Improvements Plan –
 Phase I as more specifically set forth in the attached resolution.”
 2. “To approve and recommend that the City Council waive the reading and adopt the
 attached resolution authorizing a Step I loan up to $544,000 from the Vermont Drinking
 Water State Revolving Fund for the Water Distribution and Storage System
 Improvements Plan as more specifically set forth in the attached resolution.”

  Subject 4.4. Unassigned Fund Balance Request for Turning Point Center FY25 Annual
 Payment - Mayor's Office
  Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Mayor's Office


  Type Action


  Recommended Action to approve and recommend that the City Council authorize the adjustment to the FY26
 budget and a payment to the Turning Point Center of Chittenden County in the amount
 of $17,450 out of the Unassigned Fund Balance

5. FY27 Budget - Mayor and CAO
  Subject 5.1. FY27 Budget - Mayor and CAO
  Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor
  Category 5. FY27 Budget - Mayor and CAO
  Department Mayor's Office


  Type Discussion
 Information
 Presentation



6. Reclassifications - HR
  Subject 6.1. Reclassifications - HR



 Page 5 of 300
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor
 Category 6. Reclassifications - HR
 Department Human Resources


 Type Discussion
 Information



7. Adjournment
 Subject 7.1. Motion to adjourn
 Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 7. Adjournment

 Department Council and Board


 Type Action
 Procedural


 Recommended Action Motion to adjourn




 Page 6 of 300
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Page 13 of 300
MEMORANDUM


Date: January 12, 2026
To: Board of Finance and City Council


From: Kelli Perkins, Director of Racial Equity, Inclusion, and Belonging
CC: Katherine Schad, Chief Administrative Officer


Re: The Annual Burlington Dr. Martin Luther King, Jr. Remembrance
 Sponsorship


Request
The Office of Racial Equity, Inclusion, and Belonging (REIB) is seeking approval and
authorization to execute a sponsorship agreement subject to the review and approval of the City
Attorney’s Office, granting City funds as follows: One agreement with Greater Burlington
Multicultural Resource Center to support and manage the annual Burlington Dr. Martin Luther
King, Jr. Remembrance event granting $5,000. Funding for this agreement will come from the
Community Celebrations GL.
Background
The REIB seeks to sponsor the Greater Burlington Multicultural Resource Center, a nonprofit
organization dedicated to advancing cultural awareness and inclusion. Its annual Burlington Dr.
Martin Luther King, Jr. Remembrance event honors the legacy of Dr. King through reflection,
community engagement, and celebration of equity and justice. This year, attendees are
encouraged to bring non-perishable food items to support the Jamaica Hurricane Relief Effort.
The event uplifts Vermont-based organizations and individuals who have demonstrated a strong
commitment to diversity, equity, and inclusion. The 2026 keynote speaker is Alhassan Susso, an
award-winning educator, author, and national leader in social and emotional learning whose
work has transformed student outcomes and advanced inclusive education nationwide.
Supporting this event directly advances the REIB’s mission to foster racial equity, inclusion, and
belonging across Burlington by uplifting community-led efforts that promote understanding,
civic engagement, and collective responsibility. The Annual Burlington Dr. Martin Luther King,




 Page 14 of 300
Jr. Remembrance event provides an opportunity for residents to come together in reflection,
learning, and action while honoring leaders and organizations advancing equity in meaningful
ways. By investing in this partnership, the City affirms its commitment to strengthening
community connections, and ensuring that all residents feel seen, valued, and empowered to
participate fully in civic life.


Funding for Project
The Greater Burlington Multicultural Resource Center sponsorship grant of $5,000 is included in
the REIB’s FY26 Community Celebrations GL.
Department Contact
If you have any questions, please contact Kelli Perkins, Director of Racial Equity, Inclusion, and
Belonging at kperkins@burlingtonvt.gov.
Motions
The Office of Racial Equity, Inclusion, and Belonging requests the City Council and Board of
Finance approve the following motions:
 1. To approve and authorize the Director of the Racial Equity, Inclusion, and Belonging
 Office and the Chief Administrative Officer to issue a sponsorship grant in the amount of
 $5,000 to the Greater Burlington Multicultural Resource Center to support the Annual
 Burlington Fr. Martin Luther King, Jr. Remembrance event from the Community
 Celebrations GL




 Page 15 of 300
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: REIB Submitter: Vicky Luciano

 Title/Subject: The Annual Burlington Dr. Martin Luther King, Jr. Remembrance

 Approval Requested: Meeting Date:
 ☐ Board of Finance Click or tap to enter a date.
 ☐ City Council Click or tap to enter a date.
 ☒ Both BOF and Council 1/12/2026

Instructions
 1. This form must be completed by the person submitting the materials.
 2. This form must be sent with the final submission of materials in advance of the meeting.
 3. Do not indicate that a sign-off was received until it has actually been obtained.
 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys.
 5. Name the reviewing Attorney or HR Manager in the Note column.


 Signoff Needed Received? Approval Date Note
 Department Head Yes 12/30/2025 Kelli Perkins

 Mayor’s Office Yes 1/6/2026 Erin Jacobsen
 Board/Commission Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.
 City Attorney’s Office for memo and Yes 1/5/2026 Emmett Wood
 contracts or legal documents
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 motion(s) or resolution(s) item. enter a date.
 CAO for budget, financing, and memo Yes 1/6/2026 Katherine Schad
 Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text.
 or policy item. enter a date.
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




 Page 16 of 300
MEMORANDUM


Date: January 12, 2026
To: Board of Finance and City Council


From: Kelli Perkins, Director of Racial Equity, Inclusion, and Belonging
CC: Katherine Schad, Chief Administrative Officer


Re: Mending Wall


Request
The Office of Racial Equity, Inclusion, and Belonging (REIB) is seeking approval and
authorization to execute a sponsorship agreement subject to the review and approval of the City
Attorney’s Office, granting City funds as follows: one agreement with Armadillo Collective,
Pennington Production, and AALV to support their Mending Wall project granting $2,950;
Funding for this agreement will come from the Community Celebrations GL.
Background
The REIB seeks to sponsor the Mending Wall project. This project will be a community quilt
that celebrates connection across generations and cultures. Participants will take part in
designing quilt squares while skilled machinists will sew the pieces together to ensure every
contribution will become a part of the quilt. Alongside the quilting, an interview booth will invite
individuals and families to share short oral histories about life in Burlington. The event will be
rooted in simplicity with quilting, storytelling, music, and food at the O.N.E. Community Center.
The recordings will be archived with CCTV and, in a future installation, projected onto blank
quilt squares to become a part of a larger story of the Burlington community. The vision of this
project is to grow every year as a quilt and community archive that expands with new squares,
voices, and new stories.
Supporting the Mending Wall project directly advances the REIB’s mission to foster racial
equity, inclusion, and belonging in Burlington. The project provides an opportunity to build
community and connect across generations and cultures. The quilt serves as an artifact and a
living installation and stitches together what we share. Each square will be a gesture of repair




 Page 17 of 300
and a reminder that community is built by the practice of tending to one another. The low-barrier
structure of the event ensures that anyone can take part and ensures it can be a feasible and
sustainable project. This project will have taken place on New Year’s Eve, these funds will serve
to cover the costs.
Funding for Project
The Mending Wall grant from the REIB is $2,950 and is included in the REIB’s FY26
Community Celebrations GL.
Department Contact
If you have any questions, please contact Kelli Perkins, Director of Racial Equity, Inclusion, and
Belonging at kperkins@burlingtonvt.gov.
Motions
The Office of Racial Equity, Inclusion, and Belonging requests the City Council and Board of
Finance approve the following motions:
 1. To approve and authorize the Director of the Racial Equity Inclusion and Belonging
 Office and the Chief Administrative Officer to issue a sponsorship grant in the amount of
 $2,950 to Armadillo Collective, Pennington Productions, and AALV to support the
 Mending Wall project from the Community Celebrations GL.




 Page 18 of 300
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: REIB Submitter: Vicky Luciano

 Title/Subject: Mending Wall

 Approval Requested: Meeting Date:
 ☐ Board of Finance Click or tap to enter a date.
 ☐ City Council Click or tap to enter a date.
 ☒ Both BOF and Council 1/12/2026

Instructions
 1. This form must be completed by the person submitting the materials.
 2. This form must be sent with the final submission of materials in advance of the meeting.
 3. Do not indicate that a sign-off was received until it has actually been obtained.
 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys.
 5. Name the reviewing Attorney or HR Manager in the Note column.


 Signoff Needed Received? Approval Date Note
 Department Head Yes 12/30/2025 Kelli Perkins

 Mayor’s Office Yes 1/6/2026 Erin Jacobsen
 Board/Commission Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.
 City Attorney’s Office for memo and Yes 1/5/2026 Emmett Wood
 contracts or legal documents
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 motion(s) or resolution(s) item. enter a date.
 CAO for budget, financing, and memo Yes 1/6/2026 Katherine Schad
 Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text.
 or policy item. enter a date.
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




 Page 19 of 300
TO: City of Burlington, Board of Finance
 City of Burlington, City Council

FROM: Patrick Leahy Burlington International Airport
 Nicolas Longo, Director of Aviation

DATE: January 12, 2026

SUBJECT: Request to execute a lease amendment with Hangar Condominium Association Inc.



REQUEST
The Patrick Leahy Burlington International Airport ("the Airport" or "BTV") respectfully requests
approval and authorization to execute a lease amendment with the Hangar Condominium Association
Inc (HCA).


EXECUTIVE SUMMARY


Background

The Hangar Condominium Association (HCA) has held a lease with the Airport since the 1980s and
operates general aviation services at the Airport. HCA expressed interest in developing the property
and requested a lease amendment to include these developments and to extend their lease, which is set
to expire on August 31, 2028.


Lease Terms
The proposed amendment includes the following key terms:
 • New expiration: August 31, 2038
 • Renewal Option: One 10-year extension
 • Rental Rate: $2,072 per month, or $24,865 annually ($0.54/Square Foot)




 Page 20 of 300
 Page 2 of 2


 • Annual Rent Increase: Consumer Price Index-Urban measured from July of the previous year
 to July of the current year two percent (2%) and no greater than 6%
 • Construction Commitment: All improvements commence within 2 years of the start of the
 amendment.
 • Other changes include:
 o New Exhibits B and C
 o Updated language regarding FAA required nondiscrimination clauses
 o We will also be amending the insurance requirement to align with up-to-date limits


Conclusion
The Hangar Condominium Association is essential to the participation of general aviation at the
Airport. The Airport is excited to encourage the growth of this space so that general aviation can grow
here at the Airport
We respectfully request the approval and authorization to proceed with finalizing and executing the
lease agreement with the HCA.


MOTIONS:

Board of Finance:

 1. To approve and recommend that the City Council authorize the Mayor of the City of Burlington
 to execute the lease amendment with the Hangar Condominium Association, subject to final
 review and approval by the City Attorney’s Office, and to take such further actions and execute
 such further instruments approved as to form by the City Attorney’s Office as may be necessary
 or convenient to effectuate the transactions contemplated hereby.



City Council:

 1. To authorize the Mayor of the City of Burlington to execute the lease amendment with the
 Hangar Condominium Association, subject to final review and approval by the City Attorney’s
 Office, and to take such further actions and execute such further instruments approved as to form
 by the City Attorney’s Office as may be necessary or convenient to effectuate the transactions
 contemplated hereby.




 Page 21 of 300
TO: City of Burlington, Board of Finance
 City of Burlington, City Council

FROM: Patrick Leahy Burlington International Airport
 Nicolas Longo, Director of Aviation

DATE: January 12, 2026

SUBJECT: Request to execute a lease amendment with Hangar Condominium Association Inc.



REQUEST
The Patrick Leahy Burlington International Airport ("the Airport" or "BTV") respectfully requests
approval and authorization to execute a lease amendment with the Hangar Condominium Association
Inc (HCA).


EXECUTIVE SUMMARY


Background

The Hangar Condominium Association (HCA) has held a lease with the Airport since the 1980s and
operates general aviation services at the Airport. HCA expressed interest in developing the property
and requested a lease amendment to include these developments and to extend their lease, which is set
to expire on August 31, 2028.




Lease Terms
The proposed amendment includes the following key terms:




 Page 22 of 300
 Page 2 of 2


 • New expiration: August 31, 2038
 • Renewal Option: One 10-year extension
 • Rental Rate: $2,072 per month, or $24,865 annually ($0.54/Square Foot)
 • Annual Rent Increase: Consumer Price Index-Urban measured from July of the previous year
 to July of the current year two percent (2%) and no greater than 6%
 • Construction Commitment: All improvements commence
 • New Exhibits B and C
 • Updated language regarding FAA required nondiscrimination clauses
 • We will also be amending the insurance requirement to align with up to date limits


Conclusion
The Hangar Condominium Association is essential to the participation of general aviation at the
Airport. The Airport is excited to encourage the growth of this space so that general aviation can grow
here at the Airport
We respectfully request the approval and authorization to proceed with finalizing and executing the
lease agreement with the HCA.


MOTIONS:

Board of Finance:

 1. To approve and recommend that the City Council authorize the Mayor of the City of Burlington
 to execute the lease amendment with the Hangar Condominium Association, subject to final
 review and approval by the City Attorney’s Office, and to take such further actions and execute
 such further instruments approved as to form by the City Attorney’s Office as may be necessary
 or convenient to effectuate the transactions contemplated hereby.



City Council:

 1. To authorize the Mayor of the City of Burlington to execute the lease amendment with the
 Hangar Condominium Association, subject to final review and approval by the City Attorney’s
 Office, and to take such further actions and execute such further instruments approved as to form
 by the City Attorney’s Office as may be necessary or convenient to effectuate the transactions
 contemplated hereby.




 Page 23 of 300
 LEASE AGREEMENT


 THIS LEASE AGREEMENT, made this 2day of__________ 2013, by and between

the City of Burlington, a municipal corporation in the State of Vermont (hereinafter called “Lessor” or

“City”), and Hangar Condominium Association, Inc., a Vermont corporation (hereinafter called

“Lessee”).

 WITNESS ETH:

 WHEREAS, Lessor owns and operates an airport known as the Burlington International Airport

located in South Burlington, Vermont, which airport and any additions or improvements thereto or

changes therein which the City hereafter makes or authorizes are hereinafter collectively called the

“Airport”; and

 WHEREAS, the Airport has worked diligently to improve and upgrade its facilities and fulfill

the national goal of a secure, efficient air transportation system, including its obligations to general

aviation, particularly through the use of FAA/Airport Improvement Program funds for the South End

Development Project; and

 WHEREAS, Lessor and Lessee entered into a Lease Agreement dated February 1, 1982, with an

effective date of January 1, 1982, whereby Lessee leased from Lessor a parcel of land on the Airport (the

“1982 Lease”); and

 WHEREAS, pursuant the terms of the 1982 Lease, Lessee did construct 12 individual hangar

units on the land leased from Lessor; and

 WHEREAS, Lessor and Lessee wish to terminate the 1982 Lease and enter into a new lease for

a parcel of land on the Airport, and enter into a process for the possible relocation of its leased space to

another part of the Airport at a later date, together with certain rights and privileges in connection

therewith;

 NOW THEREFORE, for and in consideration of the premises and of the mutual covenants and

promises herein contained, the parties hereby covenant and agree as follows:




 Page 24 of 300
 1. PREMISES

 Lessor hereby leases and lets to Lessee and Lessee hereby hires and takes from Lessor for the

purposes hereinafter set forth, and for the exclusive use of Lessee, a certain parcel of land on the Airport,

as shown on the plan or sketch attached hereto marked Exhibit “A,” and hereby specifically made a part

hereof, said parcel of land containing approximately 46,200 square feet (hereinafter “premises” or

“demised premises”) to have and to hold the premises with the appurtenances thereto belonging, upon

the terms and conditions hereinafter contained.

 Lessor and Lessee agree, however, that the premises may be needed for other Airport purposes

within the term of this Lease and that other suitable ground space of equivalent, or larger, size upon

which the Lessee may construct hangar space for secure storage of aircraft and access to the runway and

taxiways will be made available to relocate Lessee. It is further agreed that the cost of any such

relocation shall be the responsibility of Lessee; provided, however, that if the relocation is requested for

reasons other than the furtherance of Lessor’s efforts to develop the so-called “south end” of the Airport

in accordance with the FAA approved Airport Layout Plan, which plan may from time-to-time be

amended to reflect current aviation demand, the cost of any such relocation shall be the responsibility of

Lessor.

 2. TERM

 a. The initial term of this Agreement shall commence effective September 1, 2013, and

 end on August 30, 2018, unless sooner terminated as hereinafter provided.

 b. At the end of the initial term, provided that the Lessee is not then in default beyond

 the applicable grace period, and that the Lessor has not initiated physical construction of the new

 general aviation area identified for T hangars and executive hangars, as shown on the FAA

 approved Airport Layout Plan approved by the FAA on March 23, 2012, to which the Lessee

 has expressed intention to relocate upon its availability, the Agreement may be extended by the

 Lessee for a period of two (2) terms each consisting of five (5) years, effective September 1,

 2



 Page 25 of 300
 2018 and September 1, 2023 respectively. The Lessee shall notifv the Lessor of its desire to

 renew the subject lease not later than one year prior to the expiration of the initial term or any

 extension thereof then in effect. Lessees right to renew this Agreement shall be subject to the

 condition that no event of default under the terms of this agreement shall have occurred and is

 continuing; including, without limitation, any event of default hereunder resulting from a

 continuing breach of Article 7 of this Agreement.

 c. Effective August 31, 2013, the 1982 Lease Agreement shall be terminated and

 neither party shall thereafter have any right or obligation under the provisions of the 1982

 Agreement.

 3. RENTAL

 For and during the term hereof, Lessee agrees to pay Lessor the following ground rental for the

use and occupancy of the demised premises and as a condition for the privileges conferred upon Lessee

by this Agreement, payable in equal monthly installments on or before the first day of each and every

month, in advance, without billing, at the office of the Director of Aviation. Any rental amount payable

which shall not have been paid by the first day of the month to which it applies shall bear interest at the

rate of one and a half percent (1 1/2%) per month, which interest shall be paid by Lessee in addition to

the rental amount.

 a. $0.39 per square foot for the 46,200 sf of ground, or Eighteen Thousand Eighteen

 Dollars ($18,018.00) per annum for the first year of this Agreement,-through June 30, 2014.

 b. Commencing on July 1, 2014, and continuing each year thereafter through the

 remainder of the initial term of the lease, said rental will be adjusted to be equal to, and reflect,

 the then current published rate for ground rental at the Airport as determined by the application

 of any change in the value of the dollar, from the May of the preceding year to May of the new

 year according to the Consumer Price Index for all Urban Consumers, published by the Bureau

 of Labor Statistics of the United States Department of Labor. In no event shall the new rates be
 3



 Page 26 of 300
 less than the immediately preceding rate. As a time lapse occurs in the issuing of the Consumer

 Price Index, all adjustments shall be retroactive to the beginning of each new lease year.

 c. In the event that the United States Department of Labor discontinues publication of

 the Consumer Price Index or data from which the index can be directly computed, or if the

 method for the determination of such index is substantially different than that existing at the time

 this Agreement is executed, the basis for the rental rate adjustment shall be redefined by Lessor

 in the manner necessary to accomplish the same adjustment objectives as set forth herein.

 4. USE OF PREMISES

 The demised premises contain 2 metal hangar buildings comprising of 12 individual hangars

erected and owned by Lessee. The demised premises and the hangars shall be used and occupied solely

for general aviation purposes and for no other purpose or purposes without the written consent of Lessor.

Without limiting the generality of the foregoing, but merely by way of example, Lessee shall not use the

premises to conduct a fixed based operator and aeronautics business; for commercial passenger

transport; for the sale or lease of petroleum products, aircraft, engines, accessories and parts; to conduct

a flight school; or to maintain or service non-Lessee equipment. Lessee shall have the right to utilize the

demised premises for the storage of aircraft owned by other parties and to charge a fee for said storage

provided, however, that the hangar space required for such storage is not reasonably available from a

fixed base operator at the Burlington International Airport.

 5. AGREEMENT SUBORDINATE

 This Agreement shall be subject and subordinate to the following:

 a. Lessor reserves the right to take any action it considers necessary to protect the aerial

 approaches of the Airport against obstruction, together with the right to prevent Lessee from

 erecting or permitting or causing to be erected any new building or other structure which, in the

 sole opinion of Lessor, would limit the usefulness of the Airport or constitute a hazard to aircraft

 consistent with FAA requirements;

 4



 Page 27 of 300
 b. This Agreement shall be subordinate to the provisions of any existing or any future

agreement between Lessor and the State of Vermont and/or the United States of America

relative to the operation or maintenance of the Airport, the execution of which has been or may

be required as a condition precedent to the granting of Federal or State Funds or the approval to

impose or use Passenger Facility Charges for the improvement or development of the Airport.

Lessee shall not cause Lessor to violate any assurances made by Lessor to the United States

Government and/or State of Vermont in connection with the granting of such federal or state

funds or the approval of such PFCs.

 c. Lessors right, during time of war or national emergency to lease the landing facilities

or any part thereof or to otherwise permit the use thereof on an exclusive basis, by the United

States of America or the State of Vermont for military use; the provisions of this Agreement, to

the extent that they are inconsistent with the superior right, shall be suspended during any such

period.

 Provided, however, that if Lessor should exercise such rights, then during the period of

exercise, there shall be an appropriate and proportionate reduction in the rental of any portion of

the Leased Premises as to which Lessee is unable to conduct the business substantially in

accordance with the rights conferred by this Lease Agreement. The foregoing provision shall

not be construed as affecting Lessee’s right of cancellation under Section 11 below should

Lessee be unable to conduct its business as foresaid for a period of at least ninety (90) days.

 d. If any covenant, condition, or provision in this Agreement is held to be invalid,

illegal, or unenforceable by any court of competent jurisdiction, or conclusively determined

to be inconsistent with federal law or FAA grant assurances, such covenant, condition, or

provision shall be deemed amended to conform to applicable laws so as to be valid or

enforceable or, if it cannot be so amended without materially altering the intention of the

parties, it shall be stricken. If stricken, all other covenants, conditions and provisions of this

 5



 Page 28 of 300
Agreement shall remain in full force and effect provided that the striking of such covenants,

conditions or provisions does not materially prejudice either Lessor or Lessee in its

respective rights and obligations contained in the valid covenants, conditions, or provisions

of this Agreement.

6. LESSOR OBLIGATIONS

Lessor covenants and agrees:

 a. That it has lawful possession of the demised premises and has good and lawful

authority to execute this Agreement.

 b. To continue its efforts to provide facilities to serve general aviation operators by

attempting to expand the Airport’s infrastructure to the south of the present Airport footprint

with sufficient space to accommodate approximately 24 hangars (the “South End Project”).

 c. Lessor agrees to maintain the Airfield Area in good condition and repair. Such

obligation shall include snow removal from runways and taxiways; provided, however, that

the extent of such obligation as to snow removal from the Apron Area shall be limited to

general snow removal required for the operation of aircraft and ground equipment, and shall

be limited to the area beginning thirty (30) feet out from any building. To the extent

possible, and to the extent that such snow removal is required for the operation of aircraft and

ground equipment, Lessor agrees to assist Lessee with snow removal in the area within thirty

(30) feet from building; provided, however, that CITY shall not be liable for any failure to do

so.

7. LESSEE OBLIGATIONS

Lessee covenants and agrees:

 a. To pay the rent and other charges herein reserved at such times and places as the

same are payable.



 6



 Page 29 of 300
 b. To furnish to the demised premises and to pay all charges for property taxes, casualty

insurance (on the buildings and contents), telephone service, water, heat, air conditioning, gas,

electric power, trash and/or hazardous waste removal, snow removal and janitorial service, and

other public utilities of every kind to the demised premises.

 c. To keep and maintain all parts of the demised premises, including related and

associated appurtenances, in good condition, order and repair during the term of this Agreement,

including but not limited to painting, lighting, removal of snow and garbage, landscaping,

replacement of broken glass with glass the same size and quality of that broken, installed and

operating equipment including air conditioning units, gas heaters, plumbing, and utility

services. All maintenance shall be subject to general monitoring by Lessor to insure a

continuing high quality of appearance commensurate with maintenance and safety standards of

the Airport.

 d. To observe and comply with any and all present and future requirements of the

constituted public authority and with all federal, state or local statutes, ordinances, regulations,

standards, conditions and agreements applicable to Lessee for its use of the demised premises,

including, but not limited to, ordinance, rules and regulations promulgated from time to time by

or at the direction of Lessor for the administration of the Airport; at its own expense to submit to

and comply with the requirements of all state and federal regulatory agencies or municipal

boards having jurisdiction over the construction of any fixed improvements on the demised

premises, including, but not limited to, any State, or local governmental Department or Board;

and at its own expense to comply with the standards for accessible design known as the

Americans with Disabilities Act Accessibility Guidelines in connection with any new

construction or alteration of the demised premises. Lessee shall bear the burden of this

obligation regardless of whether any such Agency or Board shall require that Lessor be the

applicant of record.
 7



 Page 30 of 300
 e. To indemnify and save harmless the Board of Airport Commissioners of the City of

Burlington, its members, agents, officers and employees, their successors and assigns, and the

City of Burlington, its officers, agents and employees, their successors and assigns, individually

or collectively, from and against all liability for any fines, claims, suits, liens, demands, actions

or cause of action of any kind and nature for personal injury, death or property damage in any

way arising out of or resulting from any activity or operation of Lessee on the Airport, including

the demised premises, and Lessee further agrees to pay all expenses in defending against any

such claims made against Lessor; provided, however, that Lessee shall not be liable for any

injury, damage or loss occasioned by the sole negligence or willful misconduct of the Lessor, its

agents or employees. Lessee shall give prompt and timely notice of any claim made or suit

instituted which, in any way, directly or indirectly contingently or otherwise, affects or may

affect Lessor.

 f. To commit no actionable waste or nuisance upon the demised premises and shall not

do or permit to be done anything which may result in the creation, commission or maintenance

of any such waste or nuisance on said premises or the Airport.

 g. To procure and maintain in effect during the term of this Agreement comprehensive

general public liability insurance and hangar keeper liability insurance with responsible

insurance underwriters, qualified to transact business in the State of Vermont, and naming

Lessor as an additional insured, insuring against all legal liability for injuries to persons

(including wrongful death) and damages to property caused by Lesse&s use and occupancy of

the demised premises or otherwise caused by Lessees activities and operations on or about said

premises or the use, occupancy, activities or operations of any assigns or sublessee of Lessee

pursuant to paragraph 14; with liability limits as follows: (I) comprehensive general public

liability insurance with liability limits of not less than $1,000,000.00 for any one person, and not



 8



 Page 31 of 300
less than $2,000,000.00 for each occurrence, and Hangarkeeper’s loss limit of not less than

$300,000.00 for each occurrence and not less than $150,000.00 for each aircraft.

If Lessor is subsequently required by a third party having legitimate authority to establish

insurance coverage requirements applicable to the operations of the Lessee on the demised

premises, and such requirement is to maintain insurance with coverage limits higher than the

foregoing limits, then within sixty (60) days after Lessor’s request therefore Lessee shall provide

Lessor with an insurance policy whose limits are not less than those requested by Lessor, the

Lessor shall provide to Lessee such documentation establishing a reasonable justification for

requiring such additional limits.

 Lessee shall furnish Lessor with a certificate of such insurance, within ten (10) days

after execution of this Agreement, which shall provide that Lessor is an insured under said

policy, and that policy cannot be cancelled or materially modified except upon thirty (30) days’

advance written notice to Lessor. Lessor shall have the right to examine such insurance policy

upon reasonable notice to Lessee.

 In the event that Lessee is required by law to carry workmen’s compensation insurance

Lessee shall furnish to Lessor satisfactory evidence that it carries workmen’s compensation

insurance in accordance with the laws of the State of Vermont.

 If at any time during the term hereof Lessee shall fail to obtain and maintain the

insurance as required herein, Lessor may affect such insurance by taking out policies in

companies satisfactory to Lessor. The amounts of the premium or premiums paid for such

insurance by Lessor shall be payable by Lessee to Lessor with the installments of rent thereafter

next due under the terms of this Agreement.

 h. To erect, construct, install, or make, or cause to be erected, constructed, installed, or

made, all improvements on or to the demised premises, which are deemed fit or proper for the

storage of aircraft. All additions or improvements shall be subject to the prior written consent of

 9



 Page 32 of 300
 Lessor, said consent not to be unreasonably withheld. All new construction and alterations of

 the demised premises shall be at the expense of Lessee and must comply with the standards for

 accessible design known as the Americans with Disabilities Act Accessibility Guidelines.

 i. To observe and comply with any and all present and future security regulations and

 procedures and operational procedures promulgated from time to time by or at the direction of

 Lessor for the administration of the Airport.

 j. That the management, maintenance and operation of the demised premises shall at all
 times be under the supervision and direction of an active, qualified, competent representative of

 Lessee, and Lessee shall identifj its representative, and any successor, in writing to Lessor.

 k. That it shall not park or allow to be parked any aircraft, vehicles, or equipment or

 leave or allow the same to be left standing on a public landing area, public ramp and apron area,

 public cargo ramp and apron area, public aircraft parking and storage area, or operational area,

 except at such places as may be prescribed or permitted by the Director of Aviation. Lessee

 further covenants and agrees to move or caused to be moved such aircraft from the place where

 it is parked or stored to any other place as designated and directed by the Director of Aviation.

 I. To properly handle, remove and dispose of any and all lubricants and/or hazardous

 waste and to maintain the demised premises in a clean and safe condition.

 m. To observe and comply with any and all present and future requirements of the

 constituted public authority and with all federal, state or local statutes, ordinances, regulations,

 standards, conditions and agreements regarding generation, storage, disposal, removal,

 transportation or treatment of hazardous substances.

 Lessee further unconditionally, absolutely and irrevocably indemnifies and agrees to defend and

hold harmless Lessor from and against all loss, cost and expense (including, without limitation,

attorney’s fees) of whatever nature suffered or incurred by Lessor on account of the existence on the

demised premises, or the release or discharge from the demised premises, of “hazardous substances,”

 10



 Page 33 of 300
including, without limitation, any claims, costs, losses, liabilities and expenses arising from the violation

(or claimed violation) of any environmental laws or the institution of any action by any party against

Lessor or the demised premises based upon nuisance, negligence or other tort theory alleging liability

due to the improper generation, storage, disposal, removal, transportation or treatment of hazardous

substances or the imposition of a lien on any part of the demised premises under the Comprehensive

Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et cci as

amended (“CERCLA”), or any other laws pursuant to which a lien may be imposed due to the existence

of hazardous substances. Lessee further unconditionally, absolutely, and irrevocably guarantees the

payment of any fees and expenses incurred by Lessor in enforcing or seeking enforcement of the liability

of Lessee under this indemnification. Provided, however, that Lessee shall not be liable for conditions

on the demised premises that existed prior to January 1, 1982.

 For the purposes of this Section, ‘hazardous substances” shall mean and include, but shall not be

limited to, any element, substance, compound or mixture, including disease-causing agents, which after

release into the environment or work place and upon exposure, ingestion, inhalation or assimilation into

any organism, either directly or indirectly, will or may reasonably be anticipated to cause death, disease,

behavioral abnormalities, cancer, genetic mutation, physiological malfunctions, including malfunctions

in reproduction or physical deformations in such organisms or their offsprings, and all hazardous and

toxic substances, wastes or materials, any pollutants or contaminants (including, without limitation,

asbestos and raw materials which include hazardous constituents), or any other similar substances, or

materials which are included under or regulated by any local, state or federal law, rule or regulation

pertaining to environmental regulation, contamination, clean-up or disclosure, including, without

limitation, CERCLA, and regulations adopted pursuant to such Acts, the Toxic Substances Control Act

of 1976, as heretofore or currently in effect (“TSCA”) and the Resource Conservation and Recovery Act

of 1976, as heretofore or currently in effect (“RCRA”).



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 Page 34 of 300
 Lessee agrees to provide and agrees to require all approved assignees, subcontractors,

sublessees, or underlessees of the demised premises to provide an annual written report to the

Director of Aviation by July 1, 2014 and annually on the same day thereafter, describing in

reasonable detail all products and materials containing Hazardous Substances which have been

present on the demised premises during the preceding calendar year. Such report shall include for

such period (i) product name or other description of each product containing such substances, (ii)

quantities of each product consumed, (iii) the general purpose of each product, and (iv) a description

of the storage and disposal methods for each product. Lessee shall maintain and require its assignees,

subcontractors, sub lessees, or under lessees to maintain records of the disposal of all waste products

containing Hazardous Substances, which will be available to the Lessor upon request for inspection

and copying.

 8. MUTUAL COVENANTS

 In connection with Lessor’s leasing of the premises to Lessee, the parties

mutually covenant and agree that:

 a. If the demised premises or any part thereof are rendered untenable by public

 authority, or by fire or the elements, or other casualty, except such as shall have resulted from

 the negligence or willful conduct of Lessee, a proportionate part of the rent herein reserved

 (whether paid in advance or otherwise) shall be abated and suspended, according to the extent of

 such un-tenantability, until the demised premises are again made tenantable and restored to their

 former condition. If the premises or a substantial part thereof (more than 50%) are thereby

 rendered untenantable to the extent they are not suitable for the purposes provided for herein,

 and so remain for a period of 90 days, Lessee may, at its option, terminate this Agreement by

 written notice to Lessor.

 b. If Lessee shall pay the rent and other charges herein provided and shall keep,

 observe and perform all of the other covenants of this Agreement by it to be kept, performed and
 12



 Page 35 of 300
 observed, it shall and may peaceably and quietly have, hold and enjoy the demised premises for

 the term of this Agreement.

 c. As stated in Section 6b above, Lessor will continue its efforts to provide facilities to

 serve general aviation operations by planning and expanding the Airport’s infrastructure at the

 south end of the Airport (known as the “South End Development Project”) with sufficient space

 to accommodate Lessee’s requirement for approximately 24 hangars. Upon the expiration of the

 term of this lease, and provided the Lessor has made significant progress with the development

 of the South End Development Project, the parties agree to negotiate in good faith a lease

 agreement pursuant to which Lessee shall lease a parcel of land encompassed by the South End

 Project from Lessor sufficient to allow Lessee to construct, at its own expense, its new general

 aviation hangar facilities.

 d. Lessor represents and warrants to Lessee that, subject to the terms of this Agreement,

 throughout the term hereof, Lessee may have, hold and enjoy peaceful, uninterrupted, and

 exclusive possession of the demised premises and rights herein leased and granted without

 hindrance by Lessor or any entity claiming by or through Lessor, subject to performance by

 Lessee of its obligations herein.



 9. ENTRY ON PREMISES

 Lessor and its authorized officers, employees, agents, contractors, sub-contractors and other

representatives shall have the right to enter upon the demised premises for the following purposes:

 a. Upon notice to Lessee, to inspect the demised premises at reasonable intervals during

 regular business hours (or at any time in case of emergency) to determine whether Lessee has

 complied and is complying with the terms and conditions of this Agreement and Lessee shall

 provide the Director of Aviation with serviceable keys to all of its facilities so as to permit the

 exercise of Lessee’s rights hereunder; or

 13



 Page 36 of 300
 b. Upon prior notice to Lessee, to perform essential maintenance, repair, relocation or

 removal of existing underground or overhead wires, pipes, drains, cables and conduits now

 located on or across the demised premises and to construct, maintain, repair, relocate and

 remove such facilities in the future if necessary to carry out the master plan of development of

 the Airport, provided, however, that said work shall in no event unduly disrupt or interfere with

 the operations of Lessee. Nothing herein shall be construed to impose upon Lessor any

 obligations so to construct or maintain or to make repairs, replacements, alterations or additions,

 or shall create any liability for any failure to do so. Lessee is and shall be in exclusive

 possession of the demised premises and Lessor shall not in any event be liable for any damage to

 the premises or to any property of Lessee or of any other persons located in or thereupon, other

 than to repair or remedy such damage as may be occasioned by negligence of Lessor, its

 employees or agents.

 10. CANCELLATION RIGHTS OF LESSOR

 Lessor shall have the right except as provided in Subparagraph “e” herein, upon ninety (90) days

advance written notice to Lessee, to cancel this Agreement in its entirety, upon or after the happening of

one or more of the following events, if said event or events shall then be continuing:

 a. If Lessee shall make a general assignment for the benefit of creditors, or file a

 voluntary petition in bankruptcy or a petition or answer seeking its reorganization or the

 readjustment of its indebtedness under the Federal Bankruptcy Law or any similar law or statute

 of the United States or any state, territory or possession thereof or under the state, nation or

 government, or consent to the appointment of a receiver trustee or liquidator of all or substan

 tially all of the property of Lessee;

 b. If by order or decree of a court of competent jurisdiction Lessee shall be adjudged

 bankrupt or any order shall be made approving a petition seeking its reorganization, or the

 readjustment of its indebtedness under the Federal Bankruptcy Laws or any law or statute of the

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United States or any state, territory or possession thereof, or under the law of any other state,

nation or government, provided, that if any such judgment or order be stayed or vacated within

ninety (90) days after the entry thereof, any notice of cancellation under this subsection given

shall be and become void and of no effect;

 c. If by or pursuant to any order or decree of any court or governmental authority,

board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession

or control of all or substantially all of the property of Lessee for the benefit of creditors,

provided, that if such order or decree be stayed or vacated within sixty (60) days after the entry

thereof or during such longer period in which Lessee shall diligently and in good faith contest

the same, any notice of cancellation under this subsection shall be and become null, void and of

no effect;

 d. If Lessee shall voluntarily abandon the demised premises for a continuous period of

one hundred twenty (120) days;

 e. If Lessee shall fail to pay when due the rental charges or other money payments

required by this Agreement, Lessor shall have the right, upon thirty (30) days advance written

notice to Lessee, to cancel this Agreement in its entirety;

 f. If Lessee shall fail to conduct itself in compliance with the norms and practices of the

aviation industry and in particular with the requirements set forth in the Airport’s Rules and

Regulations;

 g. If Lessee shall default in fulfilling any of the terms, covenants or conditions to be

fulfilled by Lessee hereunder and shall fail to remedy said default within thirty (30) days of the

receipt by Lessee of written demand from the City so to do, except that if by reason of the nature

of such default, the same cannot be cured within thirty (30) days, Lessor shall have the right to

cancel if Lessee shall have failed to commence the remedying of such default within said thirty



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 (30) days following receipt of such written demand or having so commenced shall fail thereafter

 to continue with diligence the curing thereof

 h. Continuation of the circumstances referenced in paragraph 13 for a period of ninety

 (90) days.

 11. CANCELLATION RIGHTS OF LESSEE

 Lessee shall have the right, upon thirty (30) days advance written notice to Lessor, to cancel this

Agreement in its entirety upon or after the happening of one or more of the following events, if said

event or events shall then be continuing:

 a. The issuance by any court of competent jurisdiction of an injunction, order or decree,

 preventing or restraining the use by Lessor of all or any substantial part of the premises or of the

 Airport for the uses permitted by this Agreement, preventing or restraining the use of the Airport

 for usual airport purposes in its entirety or the use of any part thereof which may be used by

 Lessee and which is necessary for Lessee’s operations on the Airport, which remains in force

 unvacated or unstayed for a period of at least ninety (90) days;

 b. The default by Lessor in the performance of any of the terms, covenants or

 conditions to be fulfilled by it under this Agreement and the failure of Lessor to cure such

 default within a period of thirty (30) days following receipt of written demand from Lessee so to

 do, except that if by reason of the nature of such default, the same cannot be cured within thirty

 (30) days, Lessee shall have the right to cancel if Lessor shall have failed to commence the

 remedying of such default within said thirty (30) days following receipt of such written demand

 or having so commenced shall fail thereafter to continue with diligence the curing thereof

 c. The inability of Lessee to conduct its business at the Airport substantially in

 accordance with the rights conferred by this Agreement. for a period of at least ninety (90) days,

 because of (i) any law, or (ii) any rule, order, judgment. decree. regulation or other action or

 non-action of any governmental authority, board, agency or officer having jurisdiction thereof;

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 Page 39 of 300
 d. In the event of destruction of all or a material portion of the Airport or the Airport

 facilities, or in the event that any agency or instrumentality of the United States Government or

 any state or local government shall occupy the Airport or substantial part thereof, or in the event

 of military mobilization or public emergency wherein there is a curtailment, either by executive

 decree or legislative action of normal civilian traffic at the Airport or the use of airplanes by the

 general public, and any of said events shall result in material interference with Lessee’s nonnal

 operations continuing for a period in excess of ninety (90) days.

 12. LIENS

 Lessee shall cause to be removed any and all mechanic’s or materialman’s liens of any nature

arising out of or because of any construction performed by Lessee or any of its contractors or

sub-contractors upon the premises or arising out of or because of the performance of any work or labor

upon or the furnishing of any materials for use at said premises, by or at the direction of Lessee within a

reasonable time not to exceed three (3) months from the completion of any such construction. Provided,

that if Lessee is in the process of contesting, in good faith, the assertion of any such lien, it shall not,

pending the termination of such contest, be obligated to remove such lien.

 13. FORCE MAJEURE

 Neither Lessee nor Lessor shall be deemed in violation of this Agreement if it is prevented from

performing any obligations hereunder by reason of strikes, boycotts, labor disputes, acts of God, acts of

the public enemy, acts of superior governmental authority, severe weather conditions, riots, rebellion,

sabotage, or any other circumstances for which it is not responsible or which is not under its control, and

the party experiencing force majeure gives written notice to the other party identifying the nature of such

force majeure, and when it began. The party experiencing force majeure shall take immediate action to

attempt to remove such causes of force majeure as may occur from time to time and its operations under

this Agreement shall be resumed immediately after such cause has been removed, provided that neither

party shall be required to settle any labor dispute except upon terms that party’ deems acceptable. The

 17



 Page 40 of 300
suspension of any obligations under this section shall not cause the term of this Agreement to be

extended and shall not affect any rights accrued under this Agreement prior to the occurrence of the

force majeure. The party giving notice of the force majeure shall also give notice of its cessation.

 14. ASSIGNMENT

 a. The activities, uses, privileges and obligations authorized herein are personal and

 Lessee shall not assign, sub-contract, sublet, or underlet the same or any portion thereof except

 to its parent or a wholly owned subsidiary of Lessee, or assign, sub-contract, sublet, or underlet

 the demised premises or any portion thereof, except to its parent or a wholly owned subsidiary

 of Lessee, without the express consent of Lessor in writing, which shall not be unreasonably

 withheld, and any purported assignment or sub-contract in violation hereof shall be void. No

 assignment or subletting to a subsidiary of Lessee shall operate to relieve Lessee from any of its

 responsibilities hereunder and Lessor may continue to look to Lessee in its enforcement of any

 Lease term or condition. Lessor shall be given at least sixty (60) days advance written notice of

 any planned assignment to or subletting by a subsidiary of Lessee and full opportunity to verifS’

 the subsidiary’s status as such. Lessor will not be unnecessarily arbitrary in granting said

 permission, but Lessor shall be the sole judge as to the reliability, capability, character, and

 desirability of the parties involved.

 b. Notwithstanding the provision of (a) above, for the purposes of financing

 construction of improvements upon the demised premises (the “Improvements”), and solely in

 connection therewith, Lessee shall have the right from time to time to execute and deliver to one

 or more banks or other sources of financing (“Lessee’s Lender”) suitable mortgages,

 assignments or other security interest on all or any portion of the Improvements and its interest

 as Lessee under this Agreement (the “Leasehold Estate”), subject to the following terms and

 conditions:



 18



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 (1) Such security instruments shall constitute valid and enforceable liens in

favor of Lessee’s Lender, anything in this Agreement to the contrary notwithstanding.

 (2) Lessee shall give written notice to Lessor of the identity of Lessee’s Lender,

and shall provide a copy to Lessor.

 (3) Lessee’s Lender shall have an opportunity to cure any default by Lessee

within the applicable time limits provided in this Agreement to Lessee plus an additional fifteen

(15) days.

 (4) In order to accomplish cancellation of this Agreement pursuant to Sections

10 and 11 hereof the party who would cancel shall deliver notice of such cancellation to

Lessee’s Lender, which or who shall thereupon have the right to become the owner of the

Leasehold Estate on the same terms and priority as Lessee by paying back rent and curing such

other defaults by Lessee as may then be existing.

 (5) Nothing contained in this paragraph shall be construed as requiring Lessee’s

Lender to cure a default by Lessee hereunder; rather it shall become liable under this Agreement

only when and if it elects, upon default by Lessee, either to become owner of the Leasehold

Estate or to assume the obligations of Lessee hereunder. In such event, Lessee’s Lender shall

become liable hereunder for the period it is the owner of the Leasehold Estate and it shall have

all rights of Lessee hereunder for said period the same as if it has been the original signatory

hereof.

 (6) If Lessee’s Lender becomes the owner of the Leasehold Estate, it shall, upon

prior written consent of the Lessor as to the fact of transfer and the identity of the transferee,

after consideration of the proposed transferee’s experience in the aviation business, its capital

structure and its general business reputation (which consent shall not be unreasonably withheld

or delayed) have the right to transfer the Leasehold Estate to a third party subject to the

assumption by the transferee of all obligations of Lessee hereunder. Such a transfer by Lessee’s
 19



 Page 42 of 300
Lender shall be in a form satisfactory to the Lessor. Upon such a transfer, Lessee’s Lender shall

be relieved from all further responsibility and obligations of this Agreement.

 (7) Nothing herein contained shall be construed as limiting the right of Lessee to

cure any of the its defaults as elsewhere provided in this Agreement and. similarly, nothing

herein contained shall be construed as granting Lessee’s Lender, or its successor in interest, if

any, greater rights in the demised premises and the Improvements than Lessee has under this

Agreement.

15. EXCLUSIVITY NON-DISCRIMINATION
 -




 a. Lessee agrees that in the exercise of any of the rights and privileges herein granted

for the furnishing of any aeronautical services to the public that it will:

 (I) Furnish any such service on an fair, equal, and non-discriminatory basis to

all users thereof, and

 (2) Charge fair, reasonable, and not unjustly discriminatory prices for any such

unit or service; provided that Lessee may be allowed to make reasonable and non-discriminatory

discounts, rebates or other similar types of price reductions to volume purchasers.

 b. It is specifically understood and agreed that nothing herein contained shall be

construed as granting or authorizing the granting of an exclusive right within the meaning of

Section 308 of Federal Aviation Act of 1958.

 c. Lessee, for itself, its personal representatives, successors in interest and assigns, as a

part of the consideration hereof, does hereby covenant and agree, as a covenant running with the

land, that (1) no person on the grounds of race, color, national origin or sex shall be excluded

from participation in, denied the benefits of, or be otherwise subjected to discrimination in the

use of said facilities, (2) that in the construction of any improvements on, over or under said land

and the furnishing of services hereon, no person on the grounds of race, color, national origin or

sex shall be excluded from participation in, denied the benefits of, or otherwise be subjected to

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 Page 43 of 300
 discrimination, (3) that Lessee shall use the premises in compliance with all other requirements

 imposed by or pursuant to Title 49, Code of Federal Regulations Department of Transportation,

 Subtitle A, Office of the Secretary Part 21 Non-Discrimination in Federally-assisted programs of

 the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and

 as said Regulations may be amended.

 That in the event of breach of any of the above non-discrimination covenants, Lessor shall have

 the right to terminate this Agreement and to re-enter and repossess said land and facilities

 thereon, and hold the same as if said Agreement had never been made or issued.

 d. Lessee assures that it will undertake an affirmative action program as required by 14

 C.F.R., Part 152 Subpart E, to insure that no persons shall on the grounds of race, creed, color,

 national origin, or sex be excluded from participating in any employment activities covered in

 14 C.F.R., Part 152, Subpart E. Lessee assures that no person shall be excluded on these

 grounds from participating in or receiving the services or benefits of any program or activity

 covered by the subpart. Lessee assures that it will require that its covered sub organizations

 provide assurances to Lessor that they similarly will undertake affirmative action programs and

 that they will require assurances from their sub organizations, as required by 14 C.F.R., Part 152,

 Subpart E, to the same effect.

 16. LIVABLE WAGE

 Concessionaire shall comply with the provisions of the City’s Livable Wage Ordinance,

including any amendments to that ordinance and any annual adjustments to the Livable Wage rate by

the City. Concessionaire shall submit a Certification of Compliance, and that certification is hereby

incorporated into this Agreement. Currently, the livable wage for employees who receive health care

benefits is $13.94 per hour. The livable wage for employees who do not receive health care benefits

is $1 7.71 per hour.



 21



 Page 44 of 300
 Concessionaire is further advised to consult the livable wage ordinance for a more detailed

description of its requirements.

 18. TITLE TO IMPROVEMENTS

 Upon expiration of this Agreement, by cancelation or termination of the lease term, all fixed

improvements made upon the demised premises by Lessee shall be and remain the property of Lessee

who, in lieu of any renewal, extension or renegotiation of this or any subsequent Agreement, shall

remove or otherwise dispose of said fixed improvements as soon as reasonably possible, but in no event

longer than one hundred and twenty (120) days, following such cancellation or termination. It is the

obligation of Lessee to restore the demised premises to a condition equivalent to that existing

immediately prior to Lessee’s initial occupancy of the demised premise, which occurred on or about

January 1, 1982.

 19. GENERAL PROVISIONS

 a. Any notice or other communication from either party to the other pursuant to this

 Agreement shall be deemed sufficiently given or communicated if sent by registered mail, with

 proper postage and registration fees prepaid, addressed to the party for whom intended, at the

 following address:

 For Lessor: Director of Aviation
 Burlington International Airport
 1200 Airport Drive, Box I
 So. Burlington, VT 05403


 For Lessee: Dan Girard, President
 Hangar Condominium Association, Inc.
 11 Heath Street
 South Burlington, VT 05403


 or to such other address as the party to be given such notice shall from time to time designate to

 the other by notice given in accordance herewith.




 Page 45 of 300
 b. The term “Lessor” as used in this Agreement means the Board of Airport

Commissioners of the City of Burlington and the City of Burlington, and where this Agreement

speaks of approval and consent by the City, such approval is understood to be manifested by act

of the Director of Aviation, except as otherwise expressly stated in this Agreement.

 c. No acceptance by Lessor of rentals, fees, charges or other payments in whole or in

part, for any period or periods after a default of any of the terms, covenants, and conditions

hereof, to be performed, kept or observed by Lessee, shall be deemed a waiver of any right on

the part of Lessor to terminate this Agreement.

 d. A waiver by Lessor of any default of Lessee, or by Lessee of any default by Lessor,

in the performance of any of the covenants, terms or conditions of this Agreement shall not be

deemed or considered to be a waiver of any other matter, and the various rights, powers,

privileges, options and remedies of Lessor and Lessee herein contained shall be cumulative, and

no one of them shall be deemed to be exclusive of any other, or exclusive of any rights, powers,

privileges, options or remedies provided by law.

 e. All covenants, stipulations and agreements in this Agreement shall extend to and bind

the legal representatives, successors and assigns of the respective parties hereto.

 f. This Agreement shall not be varied in its terms by any oral agreement or

representation, or otherwise than by an instrument in writing of subsequent date hereto executed

by both parties by their respective officers or other persons duly authorized.

 g. In the event any term, covenant or condition herein contained is held to be invalid by

any court of competent jurisdiction, such invalidity shall not affect any other term, covenant or

condition herein contained, provided that such invalidity does not materially prejudice either

Lessor or Lessee in their respective rights and obligations contained in the valid terms,

covenants or conditions hereof.



 23



 Page 46 of 300
 h. The sectional or paragraph headings throughout this Agreement are for the

 convenience of Lessor and Lessee and are not intended nor shall they be used to construe the

 intent of this Agreement or any part hereoL or to modify, amplify, or aid in the interpretation or

 construction of any of the provisions hereof.

 i. The language in all parts of this Agreement shall in all cases be construed simply

 according to its fair meaning and not strictly construed against either party, it being stipulated

 and agreed that Lessee participated in the drafting hereof. This Agreement shall be construed

 and performance thereof shall be determined in accordance with the laws of the State of

 Vermont.

 18. HOLDING OVER

 Lessee shall yield and deliver peaceably to Lessor possession of the demised premises on the

date of expiration or sooner termination of this Agreement. In the event Lessee shall hold over and

remain in possession of the premises herein leased after expiration of this Agreement without any

written renewal thereof such holding over shall not be deemed to operate as a renewal or extension of

this Agreement but shall only create a tenancy from month to month which may be terminated at any

time by Lessor upon thirty (30) days advance written notice and which shall, except for rent and term, be

on the terms herein so far as is applicable. Rent will be determined by Lessor consistent with the then

prevailing rental fees for similar premises.




 24



 Page 47 of 300
  IN WITNESS WHEREOF, the parties have caused these presents to be executed by themselves or by
  their respective officer or representative thereunto duly authorized, the day and year first above written.

  AfFTST: CITY OF BURLINGTO

 BY
‘(5itness Gene , ctor of Aviation

  -


  Witiflss 14
 a EL
  ATTET: HAN AR ND MINIUM ASSOCIATION, INC.



 LO.JCO D n Girard, President
(itness ‘ LCD LA5



  Witdess 7?
  STATE OF VERMONT
  COUNTY OF CHITTENDEN, SS.

 ABur1ington, this day of 2O3, before me personally appeared
  Gene Richards, duly authorized agent of the City of Burlington, and he acknowledged the execution of
  this document to be his free act and deed, and the free act and deed of the City of Burlington.




  STATE OF VERMONT
  COUNTY OF CHITTENDEN, SS.

 At . this Oday of 23, before me personally
  appeared ,duly authorized representative of Hangar Condominium
  Association, Inc., and he/she acknowledged the same to be his/her free act and deed and the free act and
  deed of Hangar Condominium




  200020/135




 25



 Page 48 of 300
 EXHIBIT “A”




 _i—-— __r : F ___j 1




 Alert Hangars
 L_ LJ
 Comm utair
 Hangar




 /


H ai igar Condomiriiiini Association
 Lease Area: 462OO square feet




 26



 Page 49 of 300
FIRST AMENDMENT TO LEASE AGREEMENT

 Between

  THE CITY OF BURLINGTON, VERMONT

 and

HANGAR CONDOMINIUM ASSOCIATION, INC.




 Dated as of: ___________




 Page 50 of 300
 TABLE OF CONTENTS
ARTICLE Page

ARTICLE 1 LEASED PREMISES ..................................................................................................1

ARTICLE 2 TERM .......................................................................................................................2

ARTICLE 3 RENT ........................................................................................................................2

ARTICLE 4 CONSTRUCTION OBLIGATION ...............................................................................3

ARTICLE 5 NONDISCRIMINATION ............................................................................................3

ARTICLE 6 OBSOLETE PROVISIONS .........................................................................................4

ARTICLE 7 TITLE TO IMPROVEMENTS .....................................................................................4

ARTICLE 8 NO OTHER AMENDMENT........................................................................................4




 i

 Page 51 of 300
 FIRST AMENDMENT TO LEASE AGREEMENT


THIS FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is made and
entered into this ____ day of ____________________ 20__ (the “Effective Date”), and is by and
between the CITY OF BURLINGTON, VERMONT (“City”), a municipal corporation in the
State of Vermont, and HANGAR CONDOMINIUM ASSOCIATION, INC., a Vermont
corporation (the “Lessee” and together with City the “Parties” and each a “Party”).


 RECITALS:

 WHEREAS, the City owns and operates the Patrick Leahy Burlington International Airport
(“Airport”);

 WHEREAS, the City and Lessee entered into that certain Lease Agreement, effective as of
September 20, 2013 (“Agreement”);

 WHEREAS, under the Agreement, the City has leased certain real property at the Airport
to Lessee (the “Leased Premises”);

 WHEREAS, Lessee has exercised all available options under the Agreement, and the
Agreement is presently set to expire on August 31, 2028;

 WHEREAS, the Parties desire to extend the term of the Agreement and to provide Lessee
with additional options to extend the Agreement;

 WHEREAS, the Parties desire to clarify the boundaries of the Leased Premises; and

 WHEREAS, the Parties desire to amend the Agreement to facilitate Lessee’s construction
of capital improvements on the Leased Premises;

 NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and
for other good and valuable consideration the receipt and sufficiency of which are acknowledged
by the parties, the Parties hereby agree as follows:

 ARTICLE 1
 LEASED PREMISES

1.1 General Description.

 The first paragraph of Section 1 of the Agreement is hereby amended and restated in its
entirety to read as follows:

 “Lessor hereby to Lessee a parcel of land on the Airport, as shown on the sketch
 and more specifically described on Exhibit “A” attached hereto, comprising 46,200
 square feet (hereinafter "premises" or "demised premises").”


First Amendment to Lease Agreement Page 1

 Page 52 of 300
 This Paragraph 1.1 is intended only to clarify the square footage of the premises already
existing under the Agreement, and is not intended to substantively modify the size or scope of the
premises.

1.2 Legal and Diagram Description.

 To reflect the forgoing clarification, the existing Exhibit A to the Agreement is deleted and
replaced with Exhibit A-1, attached to this First Amendment.

 ARTICLE 2
 TERM

Sections 2(a) and 2(b) of the Agreement are hereby deleted in their entirety and replaced with the
following:

 “The initial term of the Agreement shall expire on August 30, 2038. At the end of
 the initial term, the Agreement may be extended by the Lessee for up to one (1)
 option term consisting of ten (10) years. Each option term shall only be effective
 upon Lessee’s written notice to Lessor no less than one year prior to the expiration
 of the initial term or option term, as applicable. In addition, for any option term to
 be effective, Lessee must not then be in default beyond the applicable grace period.”

Section 2(c) of the Agreement is renumbered as Section 2(b).


 ARTICLE 3
 RENT

3.1 Rent

Section 3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

 “Effective [DATE OF AMENDMENT], Zero Dollars and Fifty Four Cents ($0.54)
 per square foot per year.”

3.2 Rental Increase

Section 3(b) of the Agreement is hereby deleted in its entirety and replaced with the
following:

 “Effective September 1, 2025, and each September 1 thereafter, the rent shall
 increase by (i) the percentage increase in the Consumer Price Index-Urban
 measured from July of the previous year to July of the current year two percent
 (2%) and no greater than 6%, measured from July of the previous year to July of
 the current year.”




First Amendment to Lease Agreement Page 2

 Page 53 of 300
 ARTICLE 4
 CONSTRUCTION OBLIGATION

4.1 New Construction Obligation

A new Section 7(n) is added to the Agreement as follows:

 “To construct additional improvements on the premises no later than [DATE], as
 more specifically set forth on Exhibit B.”

4.2 New Exhibit B

Exhibit B, attached to this First Amendment, is hereby added to the Agreement.

 ARTICLE 5
 NONDISCRIMINATION

5.1 Revised Obligations

Sections 15(c) and (d) of the Agreement are hereby deleted in their entirety, and replaced with the
following as a new Section 15(c):

 “Lessee acknowledges that the City is required by the FAA under the terms of
 certain agreements between the City and the United States of America relative to
 the operation or maintenance of the Airport, the execution of which has been
 required as a condition precedent to the grant or receipt of federal funds for the
 development of the Airport, to include in this Agreement certain required contract
 provisions, attached as Exhibit C hereto (the “Federal Nondiscrimination
 Clauses”). Following the Effective Date, Lessee agrees to comply with the Federal
 Nondiscrimination Clauses and, where applicable, include the Federal
 Nondiscrimination Clauses in each of its subcontracts without limitation or
 alteration. Following the Effective Date, Lessee further agrees to comply with any
 modification to or interpretation of the Federal Nondiscrimination Clauses that may
 from time to time be required by the FAA or other agency with jurisdiction, within
 thirty (30) days of receiving notice from the City of such required modifications. In
 the event that this Agreement, either on its own terms or by any other reason,
 conflicts with or violates the terms of any such deeds or agreements, City and
 Lessee shall use all reasonable efforts to mutually amend, alter, or otherwise modify
 the terms of this Agreement in order to resolve such conflict or violation.
 Subsequent to any such amendment or alteration, the remaining provisions of this
 Agreement shall remain binding and in full effect upon the parties as if no such
 amendment or alteration had occurred.”

5.2 New Exhibit C

Exhibit C, attached to this First Amendment, is hereby added to the Agreement.




First Amendment to Lease Agreement Page 3

 Page 54 of 300
 ARTICLE 6
 OBSOLETE PROVISIONS

Sections 6(b) and 8(c) are hereby deleted in their entirety.

 ARTICLE 7
 TITLE TO IMPROVEMENTS

Section 18 is hereby deleted and replaced with the following:

 “Upon expiration of this Agreement, by cancelation or termination of the lease
 term, all fixed improvements made upon the demised premises by Lessee shall
 become property of the City. The previous sentence notwithstanding, upon written
 notice from the City no less than one hundred and twenty (120) days from the
 expiration of this Agreement, Lessee shall remove or otherwise dispose of said
 fixed improvements as soon as reasonably possible, but in no event longer than one
 hundred and twenty (120) days, following such cancellation or termination. If City
 exercises its right to require Lessee to remove the improvements, Lessee shall
 restore the demised premises to a condition equivalent to that existing immediately
 prior to Lessee's initial occupancy of the demised premises, which occurred on or
 about January 1, 1982.”

 ARTICLE 8
 NO OTHER AMENDMENT

Except as otherwise specified or amended in this First Amendment, the Agreement shall continue
in accordance with its terms. To the extent there is any conflict between the terms of the
Agreement and this First Amendment, this First Amendment shall prevail.

 Remainder of Page Intentionally Left Blank
 Signature Page Follows




First Amendment to Lease Agreement Page 4

 Page 55 of 300
IN WITNESS WHEREOF, the City and Lessee have hereunto set their hands and seals the day
and year first above written.

CITY: LESSEE:
CITY OF BURLINGTON HANGAR CONDOMINIUM
 ASSOCIATION, INC




BY: BY:
Printed Name: Printed Name:
Title: Title:




WITNESSES FOR CITY: WITNESSES FOR LESSEE




Signature Signature

Name Printed Name Printed




Signature Signature

Name Printed Name Printed




First Amendment to Lease Agreement Page 5

 Page 56 of 300
 Exhibit A

 Revised legal description and diagram




First Amendment to Contract of Lease Exhibit A

 Page 57 of 300
Page 58 of 300
Page 59 of 300
 EXHIBIT B
 ADDITIONAL IMPROVEMENTS

At its sole cost and expense, Lessee shall construct the following Additional Improvements on
the premises:

 • Roof-mounted solar panels
 • Connection of solar panels to utility systems in the existing hangar

In completing the Additional Improvements, Lessee shall expend no less than One Hundred
Thousand Dollars ($100,000) (the “Minimum Investment”). Lessor reserves the right to demand
reasonable documentation of the Minimum Investment from Lessee.




First Amendment to Contract of Lease Exhibit B

 Page 60 of 300
 EXHIBIT C

 FEDERAL NONDISCRIMINATION PROVISIONS

 A. Compliance with Nondiscrimination Provisions. During the performance of this
Agreement, Lessee, for itself, its assignees, and successors in interest (hereinafter collectively
referred to as “Lessee”) agrees as follows:

 1. Compliance with Regulations: Lessee will comply with the Title VI List of
 Pertinent Nondiscrimination Acts And Authorities, as they may be amended
 from time to time, which are herein incorporated by reference and made a part of
 this Agreement.
 2. Non-discrimination: Lessee, with regard to the work performed by it during the
 term of this Agreement, will not discriminate on the grounds of race, color, or
 national origin (including limited English proficiency), creed, sex (including
 sexual orientation and gender identity), age, or disability in the selection and
 retention of contractors, including procurements of materials and leases of
 equipment. Lessee will not participate directly or indirectly in the discrimination
 prohibited by the Nondiscrimination Acts and Authorities, including employment
 practices when the contract covers any activity, project, or program set forth in
 Appendix B of 49 CFR Part 21.
 3. Solicitations for Agreements, Including Procurements of Materials and
 Equipment: In all solicitations, either by competitive bidding, or negotiation
 made by Lessee for work to be performed under a subcontract, including
 procurements of materials, or leases of equipment, each potential contractor or
 supplier will be notified by Lessee of Lessee’s obligations under this Agreement
 and the Nondiscrimination Acts And Authorities on the grounds of race, color, or
 national origin.
 4. Information and Reports: Lessee will provide all information and reports
 required by the Acts, the Regulations, and directives issued pursuant thereto and
 will permit access to its books, records, accounts, other sources of information,
 and its facilities as may be determined by the sponsor or the Federal Aviation
 Administration to be pertinent to ascertain compliance with such
 Nondiscrimination Acts And Authorities and instructions. Where any
 information required of Lessee is in the exclusive possession of another who fails
 or refuses to furnish the information, Lessee will so certify to City or the Federal
 Aviation Administration, as appropriate, and will set forth what efforts it has
 made to obtain the information.
 5. Sanctions for Noncompliance: In the event of Lessee’s noncompliance with
 the Non-discrimination provisions of this contract, City will impose such
 sanctions as it or the Federal Aviation Administration may determine to be
 appropriate, including, suspending the Agreement, in whole or in part.




First Amendment to Lease Exhibit C

 Page 61 of 300
 6. Incorporation of Provisions: Lessee will include the provisions of paragraphs
 one through six of this Exhibit H, Section (A) in every contract, including
 procurements of materials and leases of equipment, unless exempt by the Acts,
 the Regulations and directives issued pursuant thereto. Lessee will take action
 with respect to any contract or procurement as City or the Federal Aviation
 Administration may direct as a means of enforcing such provisions including
 sanctions for noncompliance. Provided, that if Lessee becomes involved in, or is
 threatened with litigation by a contractor, or supplier because of such direction,
 Lessee may request City to enter into any litigation to protect the interests of
 City. In addition, Lessee may request the United States to enter into the
 litigation to protect the interests of the United States.
 B. Real Property Acquired or Improved Under the Airport Improvement Program.
Lessee for itself, its heirs, personal representatives, successors in interest, and assigns, as a part
of the consideration hereof, does hereby covenant and agree as a covenant running with the land
that in the event facilities are constructed, maintained, or otherwise operated on the property
described in this Agreement for a purpose for which a Federal Aviation Administration activity,
facility, or program is extended or for another purpose involving the provision of similar services
or benefits, Lessee will maintain and operate such facilities and services in compliance with all
requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List
of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of
race, color, or national origin, will be excluded from participation in, denied the benefits of, or be
otherwise subjected to discrimination in the use of said facilities.

 C. Construction/Use/Access to Real Property Acquired Under the Activity, Facility
or Program. Lessee for itself, its heirs, personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant
running with the land that (1) no person on the ground of race, color, or national origin, will be
excluded from participation in, denied the benefits of, or be otherwise subjected to
discrimination in the use of said facilities, (2) that in the construction of any improvements on,
over, or under such land, and the furnishing of services thereon, no person on the ground of race,
color, or national origin, will be excluded from participation in, denied the benefits of, or
otherwise be subjected to discrimination, and (3) that Lessee will furnish its services in
compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination
Acts And Authorities.

 D. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the
performance of this Agreement, Lessee, for itself, its assignees, and successors in interest
(hereinafter referred to as the “contractor”) agrees to comply with the following non-
discrimination statutes and authorities; including but not limited to:

 • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat.
 252), (prohibits discrimination on the basis of race, color, national origin);
 • 49 CFR Part 21 (Non-discrimination In Federally-Assisted Programs of The
 Department of Transportation—Effectuation of Title VI of The Civil Rights
 Act of 1964);



First Amendment to Lease Exhibit C

 Page 62 of 300
 • The Uniform Relocation Assistance and Real Property Acquisition Policies
 Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons
 displaced or whose property has been acquired because of Federal or Federal-
 aid programs and projects);
 i. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as
 amended, (prohibits discrimination on the basis of disability); and 49 CFR
 Part 27;
 ii. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.),
 (prohibits discrimination on the basis of age);
 iii. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section
 47123), as amended, (prohibits discrimination based on race, creed, color,
 national origin, or sex);
 iv. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the
 scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,
 The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation
 Act of 1973, by expanding the definition of the terms “programs or activities”
 to include all of the programs or activities of the Federal-aid recipients, sub-
 recipients and contractors, whether such programs or activities are Federally
 funded or not);
 v. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit
 discrimination on the basis of disability in the operation of public entities,
 public and private transportation systems, places of public accommodation,
 and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by
 Department of Transportation regulations at 49 CFR Parts 37 and 38;
 vi. The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C.
 § 47123) (prohibits discrimination on the basis of race, color, national origin,
 and sex);
 vii. Executive Order 12898, Federal Actions to Address Environmental Justice in
 Minority Populations and Low-Income Populations, which ensures non-
 discrimination against minority populations by discouraging programs,
 policies, and activities with disproportionately high and adverse human health
 or environmental effects on minority and low-income populations;
 viii. Executive Order 13166, Improving Access to Services for Persons with
 Limited English Proficiency, and resulting agency guidance, national origin
 discrimination includes discrimination because of limited English proficiency
 (LEP). To ensure compliance with Title VI, you must take reasonable steps to
 ensure that LEP persons have meaningful access to your programs (70 Fed.
 Reg. at 74087 to 74100); and




First Amendment to Lease Exhibit C

 Page 63 of 300
 ix. Title IX of the Education Amendments of 1972, as amended, which prohibits
 you from discriminating because of sex in education programs or activities
 (20 U.S.C. 1681 et seq).
 E. General Civil Rights Provision. In all its activities within the scope of its airport
program, the Lessee agrees to comply with pertinent statutes, Executive Orders, and such rules
as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that
no person shall, on the grounds of race, color, national origin (including limited English
proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be
excluded from participating in any activity conducted with or benefiting from Federal assistance.
This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. If the
Lessee transfers its obligation to another, the transferee is obligated in the same manner as the
Lessee. The above provision obligates the Lessee for the period during which the property is
owned, used or possessed by the Lessee and the City remains obligated to the Federal Aviation
Administration.

 F. Right of Re-entry. Subject to all applicable notice and cure rights under the
Agreement, in the event of breach of any of the above Nondiscrimination covenants, City will
have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and
facilities thereon, and hold the same as if the Agreement had never been made or issued.

 G. Subcontracts. Lessee agrees that it shall insert the above six provisions (Section
(A) through Section (F)) in any agreement by which Lessee grants a right or privilege to any
person, firm, or corporation to render accommodations and/or services to the public under this
Agreement.




First Amendment to Lease Exhibit C

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FIRST AMENDMENT TO LEASE AGREEMENT

 Between

  THE CITY OF BURLINGTON, VERMONT

 and

HANGAR CONDOMINIUM ASSOCIATION, INC.




 Dated as of: ___________




 Page 65 of 300
 TABLE OF CONTENTS
ARTICLE Page

ARTICLE 1 LEASED PREMISES ..................................................................................................1

ARTICLE 2 TERM .......................................................................................................................2

ARTICLE 3 RENT ........................................................................................................................2

ARTICLE 4 CONSTRUCTION OBLIGATION ...............................................................................3

ARTICLE 5 NONDISCRIMINATION ............................................................................................3

ARTICLE 6 OBSOLETE PROVISIONS .........................................................................................4

ARTICLE 7 TITLE TO IMPROVEMENTS .....................................................................................4

ARTICLE 8 NO OTHER AMENDMENT........................................................................................4




 i

 Page 66 of 300
 FIRST AMENDMENT TO LEASE AGREEMENT


THIS FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is made and
entered into this ____ day of ____________________ 20__ (the “Effective Date”), and is by and
between the CITY OF BURLINGTON, VERMONT (“City”), a municipal corporation in the
State of Vermont, and HANGAR CONDOMINIUM ASSOCIATION, INC., a Vermont
corporation (the “Lessee” and together with City the “Parties” and each a “Party”).


 RECITALS:

 WHEREAS, the City owns and operates the Patrick Leahy Burlington International Airport
(“Airport”);

 WHEREAS, the City and Lessee entered into that certain Lease Agreement, effective as of
September 20, 2013 (“Agreement”);

 WHEREAS, under the Agreement, the City has leased certain real property at the Airport
to Lessee (the “Leased Premises”);

 WHEREAS, Lessee has exercised all available options under the Agreement, and the
Agreement is presently set to expire on August 31, 2028;

 WHEREAS, the Parties desire to extend the term of the Agreement and to provide Lessee
with additional options to extend the Agreement;

 WHEREAS, the Parties desire to clarify the boundaries of the Leased Premises; and

 WHEREAS, the Parties desire to amend the Agreement to facilitate Lessee’s construction
of capital improvements on the Leased Premises;

 NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and
for other good and valuable consideration the receipt and sufficiency of which are acknowledged
by the parties, the Parties hereby agree as follows:

 ARTICLE 1
 LEASED PREMISES

1.1 General Description.

 The first paragraph of Section 1 of the Agreement is hereby amended and restated in its
entirety to read as follows:

 “Lessor hereby to Lessee a parcel of land on the Airport, as shown on the sketch
 and more specifically described on Exhibit “A” attached hereto, comprising 46,200
 square feet (hereinafter "premises" or "demised premises").”


First Amendment to Lease Agreement Page 1

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 This Paragraph 1.1 is intended only to clarify the square footage of the premises already
existing under the Agreement, and is not intended to substantively modify the size or scope of the
premises.

1.2 Legal and Diagram Description.

 To reflect the forgoing clarification, the existing Exhibit A to the Agreement is deleted and
replaced with Exhibit A-1, attached to this First Amendment.

 ARTICLE 2
 TERM

Sections 2(a) and 2(b) of the Agreement are hereby deleted in their entirety and replaced with the
following:

 “The initial term of the Agreement shall expire on August 30, 2038. At the end of
 the initial term, the Agreement may be extended by the Lessee for up to one (1)
 option term consisting of ten (10) years. Each option term shall only be effective
 upon Lessee’s written notice to Lessor no less than one year prior to the expiration
 of the initial term or option term, as applicable. In addition, for any option term to
 be effective, Lessee must not then be in default beyond the applicable grace period.”

Section 2(c) of the Agreement is renumbered as Section 2(b).


 ARTICLE 3
 RENT

3.1 Rent

Section 3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

 “Effective [DATE OF AMENDMENT], Zero Dollars and Fifty Four Cents ($0.54)
 per square foot per year.”

3.2 Rental Increase

Section 3(b) of the Agreement is hereby deleted in its entirety and replaced with the
following:

 “Effective September 1, 2025, and each September 1 thereafter, the rent shall
 increase by (i) the percentage increase in the Consumer Price Index-Urban
 measured from July of the previous year to July of the current year two percent
 (2%) and no greater than 6%, measured from July of the previous year to July of
 the current year.”




First Amendment to Lease Agreement Page 2

 Page 68 of 300
 ARTICLE 4
 CONSTRUCTION OBLIGATION

4.1 New Construction Obligation

A new Section 7(n) is added to the Agreement as follows:

 “To construct additional improvements on the premises no later than [DATE], as
 more specifically set forth on Exhibit B.”

4.2 New Exhibit B

Exhibit B, attached to this First Amendment, is hereby added to the Agreement.

 ARTICLE 5
 NONDISCRIMINATION

5.1 Revised Obligations

Sections 15(c) and (d) of the Agreement are hereby deleted in their entirety, and replaced with the
following as a new Section 15(c):

 “Lessee acknowledges that the City is required by the FAA under the terms of
 certain agreements between the City and the United States of America relative to
 the operation or maintenance of the Airport, the execution of which has been
 required as a condition precedent to the grant or receipt of federal funds for the
 development of the Airport, to include in this Agreement certain required contract
 provisions, attached as Exhibit C hereto (the “Federal Nondiscrimination
 Clauses”). Following the Effective Date, Lessee agrees to comply with the Federal
 Nondiscrimination Clauses and, where applicable, include the Federal
 Nondiscrimination Clauses in each of its subcontracts without limitation or
 alteration. Following the Effective Date, Lessee further agrees to comply with any
 modification to or interpretation of the Federal Nondiscrimination Clauses that may
 from time to time be required by the FAA or other agency with jurisdiction, within
 thirty (30) days of receiving notice from the City of such required modifications. In
 the event that this Agreement, either on its own terms or by any other reason,
 conflicts with or violates the terms of any such deeds or agreements, City and
 Lessee shall use all reasonable efforts to mutually amend, alter, or otherwise modify
 the terms of this Agreement in order to resolve such conflict or violation.
 Subsequent to any such amendment or alteration, the remaining provisions of this
 Agreement shall remain binding and in full effect upon the parties as if no such
 amendment or alteration had occurred.”

5.2 New Exhibit C

Exhibit C, attached to this First Amendment, is hereby added to the Agreement.




First Amendment to Lease Agreement Page 3

 Page 69 of 300
 ARTICLE 6
 OBSOLETE PROVISIONS

Sections 6(b) and 8(c) are hereby deleted in their entirety.

 ARTICLE 7
 TITLE TO IMPROVEMENTS

Section 18 is hereby deleted and replaced with the following:

 “Upon expiration of this Agreement, by cancelation or termination of the lease
 term, all fixed improvements made upon the demised premises by Lessee shall
 become property of the City. The previous sentence notwithstanding, upon written
 notice from the City no less than one hundred and twenty (120) days from the
 expiration of this Agreement, Lessee shall remove or otherwise dispose of said
 fixed improvements as soon as reasonably possible, but in no event longer than one
 hundred and twenty (120) days, following such cancellation or termination. If City
 exercises its right to require Lessee to remove the improvements, Lessee shall
 restore the demised premises to a condition equivalent to that existing immediately
 prior to Lessee's initial occupancy of the demised premises, which occurred on or
 about January 1, 1982.”

 ARTICLE 8
 NO OTHER AMENDMENT

Except as otherwise specified or amended in this First Amendment, the Agreement shall continue
in accordance with its terms. To the extent there is any conflict between the terms of the
Agreement and this First Amendment, this First Amendment shall prevail.

 Remainder of Page Intentionally Left Blank
 Signature Page Follows




First Amendment to Lease Agreement Page 4

 Page 70 of 300
IN WITNESS WHEREOF, the City and Lessee have hereunto set their hands and seals the day
and year first above written.

CITY: LESSEE:
CITY OF BURLINGTON HANGAR CONDOMINIUM
 ASSOCIATION, INC




BY: BY:
Printed Name: Printed Name:
Title: Title:




WITNESSES FOR CITY: WITNESSES FOR LESSEE




Signature Signature

Name Printed Name Printed




Signature Signature

Name Printed Name Printed




First Amendment to Lease Agreement Page 5

 Page 71 of 300
 Exhibit A

 Revised legal description and diagram




First Amendment to Contract of Lease Exhibit A

 Page 72 of 300
 EXHIBIT B
 ADDITIONAL IMPROVEMENTS

At its sole cost and expense, Lessee shall construct the following Additional Improvements on
the premises:

 • Roof-mounted solar panels
 • Connection of solar panels to utility systems in the existing hangar

In completing the Additional Improvements, Lessee shall expend no less than One Hundred
Thousand Dollars ($100,000) (the “Minimum Investment”). Lessor reserves the right to demand
reasonable documentation of the Minimum Investment from Lessee.




First Amendment to Contract of Lease Exhibit B

 Page 73 of 300
 EXHIBIT C

 FEDERAL NONDISCRIMINATION PROVISIONS

 A. Compliance with Nondiscrimination Provisions. During the performance of this
Agreement, Lessee, for itself, its assignees, and successors in interest (hereinafter collectively
referred to as “Lessee”) agrees as follows:

 1. Compliance with Regulations: Lessee will comply with the Title VI List of
 Pertinent Nondiscrimination Acts And Authorities, as they may be amended
 from time to time, which are herein incorporated by reference and made a part of
 this Agreement.
 2. Non-discrimination: Lessee, with regard to the work performed by it during the
 term of this Agreement, will not discriminate on the grounds of race, color, or
 national origin (including limited English proficiency), creed, sex (including
 sexual orientation and gender identity), age, or disability in the selection and
 retention of contractors, including procurements of materials and leases of
 equipment. Lessee will not participate directly or indirectly in the discrimination
 prohibited by the Nondiscrimination Acts and Authorities, including employment
 practices when the contract covers any activity, project, or program set forth in
 Appendix B of 49 CFR Part 21.
 3. Solicitations for Agreements, Including Procurements of Materials and
 Equipment: In all solicitations, either by competitive bidding, or negotiation
 made by Lessee for work to be performed under a subcontract, including
 procurements of materials, or leases of equipment, each potential contractor or
 supplier will be notified by Lessee of Lessee’s obligations under this Agreement
 and the Nondiscrimination Acts And Authorities on the grounds of race, color, or
 national origin.
 4. Information and Reports: Lessee will provide all information and reports
 required by the Acts, the Regulations, and directives issued pursuant thereto and
 will permit access to its books, records, accounts, other sources of information,
 and its facilities as may be determined by the sponsor or the Federal Aviation
 Administration to be pertinent to ascertain compliance with such
 Nondiscrimination Acts And Authorities and instructions. Where any
 information required of Lessee is in the exclusive possession of another who fails
 or refuses to furnish the information, Lessee will so certify to City or the Federal
 Aviation Administration, as appropriate, and will set forth what efforts it has
 made to obtain the information.
 5. Sanctions for Noncompliance: In the event of Lessee’s noncompliance with
 the Non-discrimination provisions of this contract, City will impose such
 sanctions as it or the Federal Aviation Administration may determine to be
 appropriate, including, suspending the Agreement, in whole or in part.




First Amendment to Lease Exhibit C

 Page 74 of 300
 6. Incorporation of Provisions: Lessee will include the provisions of paragraphs
 one through six of this Exhibit H, Section (A) in every contract, including
 procurements of materials and leases of equipment, unless exempt by the Acts,
 the Regulations and directives issued pursuant thereto. Lessee will take action
 with respect to any contract or procurement as City or the Federal Aviation
 Administration may direct as a means of enforcing such provisions including
 sanctions for noncompliance. Provided, that if Lessee becomes involved in, or is
 threatened with litigation by a contractor, or supplier because of such direction,
 Lessee may request City to enter into any litigation to protect the interests of
 City. In addition, Lessee may request the United States to enter into the
 litigation to protect the interests of the United States.
 B. Real Property Acquired or Improved Under the Airport Improvement Program.
Lessee for itself, its heirs, personal representatives, successors in interest, and assigns, as a part
of the consideration hereof, does hereby covenant and agree as a covenant running with the land
that in the event facilities are constructed, maintained, or otherwise operated on the property
described in this Agreement for a purpose for which a Federal Aviation Administration activity,
facility, or program is extended or for another purpose involving the provision of similar services
or benefits, Lessee will maintain and operate such facilities and services in compliance with all
requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List
of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of
race, color, or national origin, will be excluded from participation in, denied the benefits of, or be
otherwise subjected to discrimination in the use of said facilities.

 C. Construction/Use/Access to Real Property Acquired Under the Activity, Facility
or Program. Lessee for itself, its heirs, personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant
running with the land that (1) no person on the ground of race, color, or national origin, will be
excluded from participation in, denied the benefits of, or be otherwise subjected to
discrimination in the use of said facilities, (2) that in the construction of any improvements on,
over, or under such land, and the furnishing of services thereon, no person on the ground of race,
color, or national origin, will be excluded from participation in, denied the benefits of, or
otherwise be subjected to discrimination, and (3) that Lessee will furnish its services in
compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination
Acts And Authorities.

 D. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the
performance of this Agreement, Lessee, for itself, its assignees, and successors in interest
(hereinafter referred to as the “contractor”) agrees to comply with the following non-
discrimination statutes and authorities; including but not limited to:

 • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat.
 252), (prohibits discrimination on the basis of race, color, national origin);
 • 49 CFR Part 21 (Non-discrimination In Federally-Assisted Programs of The
 Department of Transportation—Effectuation of Title VI of The Civil Rights
 Act of 1964);



First Amendment to Lease Exhibit C

 Page 75 of 300
 • The Uniform Relocation Assistance and Real Property Acquisition Policies
 Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons
 displaced or whose property has been acquired because of Federal or Federal-
 aid programs and projects);
 i. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as
 amended, (prohibits discrimination on the basis of disability); and 49 CFR
 Part 27;
 ii. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.),
 (prohibits discrimination on the basis of age);
 iii. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section
 47123), as amended, (prohibits discrimination based on race, creed, color,
 national origin, or sex);
 iv. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the
 scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,
 The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation
 Act of 1973, by expanding the definition of the terms “programs or activities”
 to include all of the programs or activities of the Federal-aid recipients, sub-
 recipients and contractors, whether such programs or activities are Federally
 funded or not);
 v. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit
 discrimination on the basis of disability in the operation of public entities,
 public and private transportation systems, places of public accommodation,
 and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by
 Department of Transportation regulations at 49 CFR Parts 37 and 38;
 vi. The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C.
 § 47123) (prohibits discrimination on the basis of race, color, national origin,
 and sex);
 vii. Executive Order 12898, Federal Actions to Address Environmental Justice in
 Minority Populations and Low-Income Populations, which ensures non-
 discrimination against minority populations by discouraging programs,
 policies, and activities with disproportionately high and adverse human health
 or environmental effects on minority and low-income populations;
 viii. Executive Order 13166, Improving Access to Services for Persons with
 Limited English Proficiency, and resulting agency guidance, national origin
 discrimination includes discrimination because of limited English proficiency
 (LEP). To ensure compliance with Title VI, you must take reasonable steps to
 ensure that LEP persons have meaningful access to your programs (70 Fed.
 Reg. at 74087 to 74100); and




First Amendment to Lease Exhibit C

 Page 76 of 300
 ix. Title IX of the Education Amendments of 1972, as amended, which prohibits
 you from discriminating because of sex in education programs or activities
 (20 U.S.C. 1681 et seq).
 E. General Civil Rights Provision. In all its activities within the scope of its airport
program, the Lessee agrees to comply with pertinent statutes, Executive Orders, and such rules
as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that
no person shall, on the grounds of race, color, national origin (including limited English
proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be
excluded from participating in any activity conducted with or benefiting from Federal assistance.
This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. If the
Lessee transfers its obligation to another, the transferee is obligated in the same manner as the
Lessee. The above provision obligates the Lessee for the period during which the property is
owned, used or possessed by the Lessee and the City remains obligated to the Federal Aviation
Administration.

 F. Right of Re-entry. Subject to all applicable notice and cure rights under the
Agreement, in the event of breach of any of the above Nondiscrimination covenants, City will
have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and
facilities thereon, and hold the same as if the Agreement had never been made or issued.

 G. Subcontracts. Lessee agrees that it shall insert the above six provisions (Section
(A) through Section (F)) in any agreement by which Lessee grants a right or privilege to any
person, firm, or corporation to render accommodations and/or services to the public under this
Agreement.




First Amendment to Lease Exhibit C

 Page 77 of 300
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Airport Submitter: Nicolas Longo

 Title/Subject: Request to Execute a Lease Amendment with the Hangar Condominium Association

 Approval Requested: Meeting Date:
 ☒ Board of Finance 1/12/2026
 ☐ City Council Click or tap to enter a date.
 ☐ Both BOF and Council Click or tap to enter a date.

Instructions
 1. This form must be completed by the person submitting the materials.
 2. This form must be sent with the final submission of materials in advance of the meeting.
 3. Do not indicate that a sign-off was received until it has actually been obtained.
 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys.
 5. Name the reviewing Attorney or HR Manager in the Note column.


 Signoff Needed Received? Approval Date Note
 Department Head Yes 1/5/2026 Nicolas Longo

 Mayor’s Office Yes 1/7/2026 Erin Jacobsen
 Board/Commission Yes 1/7/2026 Airport Commission
 City Attorney’s Office for memo and Yes 11/26/2025 Erik Ramakrishnan
 contracts or legal documents
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 motion(s) or resolution(s) item. enter a date.
 CAO for budget, financing, and memo Yes 1/8/2026 Katherine Schad
 Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text.
 or policy item. enter a date.
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




 Page 78 of 300
TO: City of Burlington, Board of Finance
 City of Burlington, City Council

FROM: Patrick Leahy Burlington International Airport
 Nicolas Longo, Director of Aviation

DATE: January 12, 2026

SUBJECT: Request to execute a lease agreement with the General Services Administration (GSA)
 for Transportation Security Administration (TSA) office space



REQUEST
The Patrick Leahy Burlington International Airport ("Leahy BTV") respectfully requests approval and
authorization to execute a lease agreement with the General Services Administration (GSA) for
Transportation Security Administration (TSA) office space.

Background
The Transportation Security Administration (TSA) plays a critical role in the daily operations of
Leahy BTV, and as such, requires appropriate operational and administrative space within the
terminal. As part of our ongoing terminal expansion and modernization efforts, we have worked to
thoughtfully integrate TSA's evolving needs into the design of our facility—particularly through the
development of an expanded security checkpoint and the reallocation of space for offices, breakrooms,
and other support functions.

Over the past several years, TSA’s operational requirements have changed significantly. Prior to the
construction of our new security checkpoint, TSA occupied a set of offices used by their management
and leadership teams. However, due to the phased nature of our terminal construction and the need to
accommodate various logistical and structural updates, TSA’s office footprint was temporarily
reduced and relocated. These changes were previously reflected in an amendment to their original
lease agreement.


At the expiration of that agreement, and in coordination with the General Services Administration
(GSA), the Airport requested the development of a new lease to more accurately reflect TSA’s current




 Page 79 of 300
 Page 2 of 3


and future space needs. Due to delays in communication and transitions in GSA staffing, the prior
lease remained in a holdover status until a final version could be completed. The newly drafted lease
now outlines all of the existing space occupied by TSA and preliminarily identifies additional space
they have expressed interest in leasing—though this additional space is not yet formally committed to
in the current agreement.


The Airport is actively constructing this new area to accommodate TSA’s potential expansion. Once
construction is complete and TSA confirms its intent to lease the new space, an amendment to this
lease will be brought forward for City Council consideration. As has been previously discussed with
the Airport Commission, if TSA elects not to lease the newly constructed space, the Airport has a
strong pipeline of interested tenants and would quickly pivot to make that rentable space available to
other qualified users.


Importantly, this new lease also includes an updated rental rate that reflects our current market-based
terminal square footage rate, which is calculated based on our terminal revenue needs—ensuring
consistency across all terminal tenants and supporting our commitment to financial sustainability.

Lease Terms
The proposed amendment includes the following key terms:
 • Effective date July 1, 2024
 • New expiration: July 31, 2034
 • Rental Rate: $149,202 annually, $68.41 per square foot

MOTIONS:

Board of Finance:

 “To approve and recommend that the City Council authorize the Mayor of the City of Burlington
 to execute the lease with General Service Administration at the Patrick Leahy Burlington
 International Airport, subject to final review and approval by the City Attorney’s Office, and to
 take such further actions and execute such further instruments approved as to form by the City
 Attorney’s Office as may be necessary or convenient to effectuate the transactions contemplated
 hereby.”


City Council:

 “To authorize the Mayor of the City of Burlington to execute the lease with General Service
 Administration at the Patrick Leahy Burlington International Airport, subject to final review and




 Page 80 of 300
 Page 3 of 3


approval by the City Attorney’s Office, and to take such further actions and execute such further
instruments approved as to form by the City Attorney’s Office as may be necessary or convenient
to effectuate the transactions contemplated hereby.”




 Page 81 of 300
 GENERAL CLAUSES

(Acquisition of Leasehold Interests in Real Property for Leases at or Below the Simplified Lease
 Acquisition Threshold - SLAT)



CLAUSE NO. 48 CFR REF. CLAUSE TITLE



 1 GSAR 552.270-4 DEFINITIONS (DEVIATION)

 2 GSAR 552.270-6 MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT
 (DEVIATION)
 3 GSAR 552.270-7 FIRE AND CASUALTY DAMAGE (DEVIATION)

 4 GSAR 552.270-9 INSPECTION – RIGHT OF ENTRY

 5 GSAR 552.270-10 DEFAULT BY LESSOR (DEVIATION)

 6 GSAR 552.270-20 PAYMENT (DEVIATION)

 7 GSAR 552.270-27 INTEGRATED AGREEMENT (DEVIATION)

 8 GSAR 552.270-14 CHANGES (DEVIATION)

 9 GSAR 552.270-8 COMPLIANCE WITH APPLICABLE LAW (DEVIATION)

 10 FAR 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR
 INFORMATION SYSTEMS

 11 FAR 52.204-30 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT
 ORDERS – PROHIBITION

 12 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE

 13 Clauses incorporated by reference include:

 FAR 52.204-2 SECURITY REQUIREMENTS

 FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR
 PERSONNEL
 FAR 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST TIER
 SUBCONTRACT AWARDS
 FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE

 FAR 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS
 AND CERTIFICATIONS
 FAR 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE,
 SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY
 KASPERSKY LAB AND OTHER COVERED ENTITIES
 FAR 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN
 TELECOMMUNICATIONS AND VIDEO SURVEILLANCE
 SERVICES OR EQUIPMENT




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 FAR 52.204-27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION

 FAR 52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN
 SUBCONTRACTING WITH CONTRACTORS DEBARRED,
 SUSPENDED, OR PROPOSED FOR DEBARMENT

 FAR 52.215-10 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR
 PRICING DATA
 FAR 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA

 FAR 52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR
 HUBZONE SMALL BUSINESS CONCERNS
 FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN

 FAR 52.219-16 LIQUIDATED DAMAGES – SUBCONTRACTING PLAN

 FAR 52.219-28 POST-AWARD SMALL BUSINESS REREPRESENTATION

 FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS

 FAR 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES

 FAR 52.222-37 EMPLOYMENT REPORTS ON VETERANS

 FAR 52.226-7 DRUG-FREE WORKPLACE

 FAR 52.232-23 ASSIGNMENT OF CLAIMS

 FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER SYSTEM –
 SYSTEM FOR AWARD MANAGEMENT
 FAR 52.233-1 DISPUTES

 GSAR 552.204-9 PERSONAL IDENTITY VERIFICATION REQUIREMENTS

 GSAR 552.270-12 ALTERATIONS

 GSAR 552.270-16 ADJUSTMENT FOR VACANT PREMISES

 GSAR 552.270-28 MUTUALITY OF OBLIGATION

 GSAR 552.270-31 PROMPT PAYMENT




1. GSAR 552.270-4 DEFINITIONS (AUG 2023) (DEVIATION)

When a solicitation or contract uses a word or term that is defined in the Federal Acquisition Regulation
(FAR) or General Services Acquisition Manual (GSAM), the word or term has the same meaning as the
definition in FAR 2.101, GSAM 502.101, or GSAM 570.102 in effect at the time the solicitation was issued
or lease contract was awarded, unless -

 (a) The solicitation, amended solicitation, or lease contract provides a different definition
 (e.g., R100, L100);



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 (b) An applicable part, subpart, or section of the FAR or GSAM provides a different meaning.

2. GSAR 552.270-6 MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT (SEP 2022)
 (DEVIATION)

The Lessor shall maintain the property, including the building, building systems, and all equipment, fixtures,
and appurtenances furnished by the Lessor under this lease, in good repair and tenantable condition so
that they are suitable in appearance and capable of supplying such heat, air conditioning, light, ventilation,
safety systems, access and other things to the premises, without reasonably preventable or recurring
disruption, as is required for the Government’s access to, occupancy, possession, use and enjoyment of
the premises as provided in this lease.

 (a) For the purpose of so maintaining the premises, the Lessor may at reasonable times enter the
 premises with the approval of the authorized Government representative in charge.

 (b) Upon request of the Lease Contracting Officer (LCO), the Lessor shall provide written
 documentation that building systems have been properly maintained, tested, and are
 operational within manufacturer's warranted operating standards.

 (c) The Lessor shall maintain the premises in a safe and healthful condition according to applicable
 OSHA standards and all other requirements of this lease, including standards governing indoor
 air quality, existence of mold and other biological hazards, presence of hazardous materials,
 etc.

 (d) The Government shall have the right, at any time after the lease award date and during the
 term of the lease, to inspect all areas of the property to which access is necessary for the
 purpose of determining the Lessor’s compliance with this clause.

3. GSAR 552.270-7 FIRE AND CASUALTY DAMAGE (SEP 2022) (DEVIATION)


 (a) If the building in which the premises are located is totally destroyed or damaged by fire or other
 casualty, this lease shall immediately terminate.

 (b) If the building in which the premises are located are only partially destroyed or damaged, so as
 to render the premises untenantable, or not usable for their intended purpose:

 (1) The Lessor shall have the option to elect to repair and restore the premises or
 terminate the lease.

 (2) Unless otherwise approved by the Lease Contracting Officer, the Lessor shall be
 permitted a reasonable amount of time, not to exceed 270 days from the event of
 destruction or damage, to repair or restore the premises, provided that the Lessor
 submits to the Government a reasonable schedule for repair of the premises within 60
 days of the event of destruction or damage.

 (i) If the Lessor fails to timely submit a reasonable schedule for completing the
 work, the Government may elect to terminate the lease effective as of the date
 of the event of destruction or damage.

 (ii) If the Lessor elects to repair or restore the premises, but fails to repair or
 restore the premises within 270 days from the event of destruction or damage,
 or fails to diligently pursue such repairs or restoration so as to render timely
 completion commercially impracticable, the Government may terminate the
 lease effective as of the date of the destruction or damage.

 (3) During the time that the premises are unoccupied, rent shall be abated. Termination of
 the lease by either party under this clause shall not give rise to liability for either party.

 (4) Nothing in this lease shall be construed as relieving Lessor from liability for damage to
 or destruction of property of the United States of America caused by the willful or
 negligent act or omission of Lessor.


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4. GSAR 552.270-9 INSPECTION – RIGHT OF ENTRY (SEP 1999)


 a) At any time and from time to time after receipt of an offer (until the same has been duly
 withdrawn or rejected), after acceptance thereof and during the term, the agents, employees
 and contractors of the Government may, upon reasonable prior notice to Offeror or Lessor,
 enter upon the offered premises or the premises, and all other areas of the building access to
 which is necessary to accomplish the purposes of entry, to determine the potential or actual
 compliance by the Offeror or Lessor with the requirements of the solicitation or this lease, which
 purposes shall include, but not be limited to:

 (1) Inspecting, sampling and analyzing suspected asbestos-containing materials and air
 monitoring for asbestos fibers;

 (2) Inspecting the heating, ventilation and air conditioning system, maintenance records,
 and mechanical rooms for the offered premises or the premises;

 (3) Inspecting for any leaks, spills, or other potentially hazardous conditions which may
 involve tenant exposure to hazardous or toxic substances; and

 (4) Inspecting for any current or past hazardous waste operations, to ensure that
 appropriate mitigative actions were taken to alleviate any environmentally unsound
 activities in accordance with Federal, State and local law.

 b) Nothing in this clause shall be construed to create a Government duty to inspect for toxic
 materials or to impose a higher standard of care on the Government than on other lessees.
 The purpose of this clause is to promote the ease with which the Government may inspect the
 building. Nothing in this clause shall act to relieve the Lessor of any duty to inspect or liability
 which might arise as a result of Lessor’s failure to inspect for or correct a hazardous condition.

5. GSAR 552.270-10 DEFAULT BY LESSOR (JUL 2023) (DEVIATION)


 Occurrence of the following constitutes default by the Lessor and gives rise to the following rights
 and remedies of the Government:

 (a) Prior to acceptance of the space. Failure by the Lessor to perform diligently any obligations
 required for acceptance of the space or other required improvements within the times
 specified, other than due to an excusable delay, shall constitute a default by the Lessor.
 Subject to provision of notice of default to the Lessor, and provision of a reasonable
 opportunity for the Lessor to cure its default, the Government may, in its sole discretion,
 terminate the lease on account of the Lessor's default.

 (b) After acceptance of the space. Failure by the Lessor to perform any service, to provide any
 item, or satisfy any requirement of this lease, other than due to an excusable delay,
 constitutes a default by the Lessor. Subject to provision of notice of default to the Lessor, and
 provision of a reasonable opportunity for the Lessor to cure its default, the Government may,
 in its sole discretion, take one or more of the following actions:

 (1) Perform the service, provide the item, or obtain satisfaction of the requirement by its
 own employees or contractors. If the Government elects to take such action, the
 Government may deduct from rental payments its costs, including administrative
 costs, incurred in connection with taking the action;




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 (2) Reduce the rent by an amount reasonably calculated to approximate the cost or
 value of the service not performed, item not provided, or requirement not satisfied,
 such reduction effective as of the date of the commencement of the default condition.
 If default renders the leased premises untenable, the reduction of rent may be
 calculated as the prorated portion of the monthly rent represented by all such days
 the leased premises is untenantable;

 (3) Terminate the lease if:

 (i) The Lessor's default persists notwithstanding provision of notice and reasonable
 opportunity to cure by the Government, or

 (ii) The Lessor fails to take such actions as are necessary to prevent the recurrence
 of default conditions, and such conditions substantially impair the safe and
 healthful occupancy of the premises, or render the premises unusable for its
 intended purposes.

 (c) Damages. The Lessor and the Lessor sureties, if any, are jointly and severally liable for any
 damages to the Government resulting from default or termination, as provided in this clause.

 (1) Damages include all costs associated with the replacement lease(s), which include
 but are not limited to the following: the Government’s aggregate rent, estimated real
 estate taxes, operating costs, administrative costs, or other reprocurement costs.

 (2) If the Government procures replacement premises for a term (including all option
 terms) in excess of this lease term, the Lessor is not liable for excess Government
 rent or adjustments during such excess lease term.

 (3) Damages to which the Government is entitled to under this clause are due and
 payable thirty (30) days following the date the Lessor receives notice from the
 Contracting Officer specifying such damages.

 (d) Excusable delays.

 (1) The Government shall not terminate this lease under this clause nor charge the
 Lessor with damages under this clause, if:

 (i) the delay in substantially completing any work or performing any services arises
 from excusable delays, and

 (ii) the Lessor, within ten (10) days from the beginning of any such delay (unless
 extended in writing by the Contracting Officer) provides notice to the Contracting
 Officer of the causes of delay.

 (2) The Contracting Officer shall ascertain the facts and the extent of delay. If the facts
 warrant, the Contracting Officer shall extend the delivery date commensurate with the
 delay at no additional costs to the Government. A time extension is the sole remedy
 of the Lessor.

 (e) No deduction from rent, termination of lease, or any other action pursuant to this clause will
 constitute a default by the Government under this lease.

 (f) The rights and remedies specified in this clause are in addition to any and all remedies to
 which the Government may be entitled as a matter of law.

6. GSAR 552.270-20 PAYMENT (AUG 2023) (DEVIATION)


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 (a) When space is offered and accepted, ANSI/BOMA Occupant Area (ABOA) square footage
delivered will be confirmed by either:

 (1) The Government’s measurement of plans submitted by the successful offeror as approved by
the Government, and an inspection of the space to verify that the delivered space conforms with such
plans; or

 (2) A mutual on-site measurement of the space if the Contracting Officer determines it
necessary.

 (b) The Government will not pay for space in excess of the amount of ABOA square footage stated
in the lease.

 (c) If the amount of ABOA square footage delivered is less than the amount agreed to in the lease,
the lease will be modified to reflect the amount of ABOA space delivered and the annual rental will be
adjusted as follows:

ABOA square feet not delivered multiplied by one plus the common area factor (CAF), multiplied by the
rate per rentable square foot (RSF). That is:




 (d) Common Area Factor (CAF). The CAF is expressed as a percentage of the difference between
the amount of rentable square feet (SF) and ABOA SF, divided by the ABOA SF. For example 11,500
RSF and 10,000 ABOA SF will have a CAF of 15% (11,500 RSF-10,000 ABOA SF)/10,000 ABOA SF.

 (e) Rentable Square Footage (RSF). The RSF is calculated using the following formula for each type
of space (e.g., office, warehouse, etc.) included in the premises: ABOA SF of Space x (1 + CAF) = RSF.

7. GSAR 552.270-27 INTEGRATED AGREEMENT (SEP 2022) (DEVIATION)

 This lease, upon execution, contains the entire agreement of the parties and no prior written or oral
 agreement, express or implied, shall be admissible to contradict the provisions of the lease. Except
 as expressly attached to and made a part of the lease, neither the request for lease proposals nor
 any pre-award communications by either party shall be incorporated in the lease.


8. GSAR 552.270-14 CHANGES (SEP 2022) (DEVIATION)

 (a) The Lease Contracting Officer (LCO) may at any time, by written order, direct changes to the
 tenant improvements within the space, building security requirements, or the services required
 under the lease.

 (b) If any such change causes an increase or decrease in Lessor’s cost or time required for
 performance of its obligations under this lease, whether or not changed by the order, the Lessor
 shall be entitled to an amendment to the lease providing for one or more of the following:

 (1) An adjustment of the delivery date.

 (2) An equitable adjustment in the rental rate.




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 (3) A lump sum equitable adjustment. or

 (4) An adjustment of the operating cost base, if applicable.

 (c) The Lessor must assert its right to an amendment under this clause within 30 days from the
 date of receipt of the change order and must submit a proposal for adjustment. Failure to agree
 to any adjustment shall be a dispute under the Disputes clause. However, the pendency of an
 adjustment or existence of a dispute shall not excuse the Lessor from proceeding with the
 change as directed.

 (d) Absent a written change order from the LCO, or from a Government official to whom the LCO
 has explicitly and in writing delegated the authority to direct changes, the Government is not
 liable to Lessor under this clause.

9. GSAR 552.270-8 COMPLIANCE WITH APPLICABLE LAW (SEP 2022) (DEVIATION)

 Lessor shall comply with all Federal, state, tribal, and local laws applicable to its ownership and
 leasing of the property, including, without limitation, laws applicable to the construction, ownership,
 alteration or operation of all buildings, structures, and facilities located thereon, and obtain all
 necessary permits, licenses and similar items at its own expense. The Government will comply with
 all Federal, state, tribal, and local laws applicable to and enforceable against it as a tenant under
 this lease, provided that nothing in this lease shall be construed as a waiver of the sovereign
 immunity of the Government. This lease shall be governed by Federal law.

10. FAR 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR
 INFORMATION SYSTEMS (NOV 2021)

 (a) Definitions. As used in this clause—

 Covered contractor information system means an information system that is owned or operated
by a contractor that processes, stores, or transmits Federal contract information.

 Federal contract information means information, not intended for public release, that is provided
by or generated for the Government under a contract to develop or deliver a product or service to the
Government, but not including information provided by the Government to the public (such as on public
websites) or simple transactional information, such as necessary to process payments.

 Information means any communication or representation of knowledge such as facts, data, or
opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or
audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

 Information system means a discrete set of information resources organized for the collection,
processing, maintenance, use, sharing, dissemination, or disposition of information ( 44 U.S.C. 3502).

 Safeguarding means measures or controls that are prescribed to protect information systems.

 (b) Safeguarding requirements and procedures.

 (1) The Contractor shall apply the following basic safeguarding requirements and procedures to
protect covered contractor information systems. Requirements and procedures for basic safeguarding
of covered contractor information systems shall include, at a minimum, the following security controls:

 (i) Limit information system access to authorized users, processes acting on behalf of
authorized users, or devices (including other information systems).




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 (ii) Limit information system access to the types of transactions and functions that authorized
users are permitted to execute.

 (iii) Verify and control/limit connections to and use of external information systems.

 (iv) Control information posted or processed on publicly accessible information systems.

 (v) Identify information system users, processes acting on behalf of users, or devices.

 (vi) Authenticate (or verify) the identities of those users, processes, or devices, as a
prerequisite to allowing access to organizational information systems.

 (vii) Sanitize or destroy information system media containing Federal Contract Information
before disposal or release for reuse.

 (viii) Limit physical access to organizational information systems, equipment, and the
respective operating environments to authorized individuals.

 (ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and
control and manage physical access devices.

 (x) Monitor, control, and protect organizational communications (i.e., information transmitted
or received by organizational information systems) at the external boundaries and key internal boundaries
of the information systems.

 (xi) Implement subnetworks for publicly accessible system components that are physically or
logically separated from internal networks.

 (xii) Identify, report, and correct information and information system flaws in a timely manner.

 (xiii) Provide protection from malicious code at appropriate locations within
organizational information systems.

 (xiv) Update malicious code protection mechanisms when new releases are available.

 (xv) Perform periodic scans of the information system and real-time scans of files from
external sources as files are downloaded, opened, or executed.

 (2) Other requirements. This clause does not relieve the Contractor of any other specific
safeguarding requirements specified by Federal agencies and departments relating to covered contractor
information systems generally or other Federal safeguarding requirements for controlled unclassified
information (CUI) as established by Executive Order 13556.

 (c) Subcontracts. The Contractor shall include the substance of this clause, including this
paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition
of commercial products or commercial services, other than commercially available off-the-shelf items), in
which the subcontractor may have Federal contract information residing in or transiting through its
information system.

11. FAR 52.204-30 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT ORDERS –
 PROHIBITION (DEC 2023)

 (a) Definitions. As used in this clause—


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Covered article, as defined in 41 U.S.C. 4713(k), means—

 (1) Information technology, as defined in 40 U.S.C. 11101, including cloud computing
 services of all types;

 (2) Telecommunications equipment or telecommunications service, as those terms are
 defined in section 3 of the Communications Act of 1934 (47 U.S.C. 153);

 (3) The processing of information on a Federal or non-Federal information system,
 subject to the requirements of the Controlled Unclassified Information program (see
 32 CFR part 2002); or

 (4) Hardware, systems, devices, software, or services that include embedded or
 incidental information technology.

FASCSA order means any of the following orders issued under the Federal Acquisition Supply
 Chain Security Act (FASCSA) requiring the removal of covered articles from executive
 agency information systems or the exclusion of one or more named sources or named
 covered articles from executive agency procurement actions, as described in 41 CFR 201–
 1.303(d) and (e):

 (1) The Secretary of Homeland Security may issue FASCSA orders applicable to civilian
 agencies, to the extent not covered by paragraph (2) or (3) of this definition. This type
 of FASCSA order may be referred to as a Department of Homeland Security (DHS)
 FASCSA order.

 (2) The Secretary of Defense may issue FASCSA orders applicable to the Department of
 Defense (DoD) and national security systems other than sensitive compartmented
 information systems. This type of FASCSA order may be referred to as a DoD
 FASCSA order.

 (3) The Director of National Intelligence (DNI) may issue FASCSA orders applicable to
 the intelligence community and sensitive compartmented information systems, to the
 extent not covered by paragraph (2) of this definition. This type of FASCSA
 order may be referred to as a DNI FASCSA order.




Intelligence community, as defined by 50 U.S.C. 3003(4), means the following—

 (1) The Office of the Director of National Intelligence;

 (2) The Central Intelligence Agency;

 (3) The National Security Agency;

 (4) The Defense Intelligence Agency;

 (5) The National Geospatial-Intelligence Agency;

 (6) The National Reconnaissance Office;




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 (7) Other offices within the Department of Defense for the collection of specialized
 national intelligence through reconnaissance programs;

 (8) The intelligence elements of the Army, the Navy, the Air Force, the Marine Corps, the
 Coast Guard, the Federal Bureau of Investigation, the Drug Enforcement
 Administration, and the Department of Energy;

 (9) The Bureau of Intelligence and Research of the Department of State;

 (10) The Office of Intelligence and Analysis of the Department of the Treasury;

 (11) The Office of Intelligence and Analysis of the Department of Homeland Security; or

 (12) Such other elements of any department or agency as may be designated by the
 President, or designated jointly by the Director of National Intelligence and the head
 of the department or agency concerned, as an element of the intelligence community.

National security system, as defined in 44 U.S.C. 3552, means any information system (including
 any telecommunications system) used or operated by an agency or by a contractor of an
 agency, or other organization on behalf of an agency—

 (1) The function, operation, or use of which involves intelligence activities; involves
 cryptologic activities related to national security; involves command and control of
 military forces; involves equipment that is an integral part of a weapon or weapons
 system; or is critical to the direct fulfillment of military or intelligence missions, but
 does not include a system that is to be used for routine administrative and business
 applications (including payroll, finance, logistics, and personnel management
 applications); or

 (2) Is protected at all times by procedures established for information that have been
 specifically authorized under criteria established by an Executive order or an Act of
 Congress to be kept classified in the interest of national defense or foreign policy.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's
 possession about the identity of any covered articles, or any products or services produced or
 provided by a source. This applies when the covered article or the source is subject to an
 applicable FASCSA order. A reasonable inquiry excludes the need to include an internal or
 third-party audit.

Sensitive compartmented information means classified information concerning or derived from
 intelligence sources, methods, or analytical processes, which is required to be handled within
 formal access control systems established by the Director of National Intelligence.

Sensitive compartmented information system means a national security system authorized to
 process or store sensitive compartmented information.

Source means a non-Federal supplier, or potential supplier, of products or services, at any tier.

(b) Prohibition.

 (1) Unless an applicable waiver has been issued by the issuing official,
 Contractors shall not provide or use as part of the performance of the contract any
 covered article, or any products or services produced or provided by a source, if the



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 covered article or the source is prohibited by an applicable FASCSA orders as
 follows:

 (i) For solicitations and contracts awarded by a Department of
 Defense contracting office, DoD FASCSA orders apply.

 (ii) For all other solicitations and contracts DHS FASCSA orders apply.

 (2) The Contractor shall search for the phrase “FASCSA order” in the System for Award
 Management (SAM) at https://www.sam.gov to locate applicable FASCSA orders
 identified in paragraph (b)(1).

 (3) The Government may identify in the solicitation additional FASCSA orders that are
 not in SAM, which are effective and apply to the solicitation and resultant contract.

 (4) A FASCSA order issued after the date of solicitation applies to this contract only if
 added by an amendment to the solicitation or modification to the contract (see
 FAR 4.2304(c)). However, see paragraph (c) of this clause.

 (5)
 (i) If the contractor wishes to ask for a waiver of the requirements of a new
 FASCSA order being applied through modification, then the
 Contractor shall disclose the following:

 (A) Name of the product or service provided to the Government;

 (B) Name of the covered article or source subject to a FASCSA order;

 (C) If applicable, name of the vendor, including the Commercial and
 Government Entity code and unique entity identifier (if known), that
 supplied or supplies the covered article or the product or service to
 the Offeror;

 (D) Brand;

 (E) Model number (original equipment manufacturer number, manufacturer
 part number, or wholesaler number);

 (F) Item description;

 (G) Reason why the applicable covered article or the product or service is
 being provided or used;

 (ii) Executive agency review of disclosures. The contracting officer will review
 disclosures provided in paragraph (b)(5)(i) to determine if any waiver is
 warranted. A contracting officer may choose not to pursue a waiver for
 covered articles or sources otherwise covered by a FASCSA order and to
 instead pursue other appropriate action.

(c) Notice and reporting requirement.

 (1) During contract performance, the Contractor shall review SAM.gov at least once
 every three months, or as advised by the Contracting Officer, to check for covered


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 articles subject to FASCSA order(s), or for products or services produced by a source
 subject to FASCSA order(s) not currently identified under paragraph (b) of this
 clause.

(2) If the Contractor identifies a new FASCSA order(s) that could impact their supply
 chain, then the Contractor shall conduct a reasonable inquiry to identify whether a
 covered article or product or service produced or provided by a source subject to the
 FASCSA order(s) was provided to the Government or used during contract
 performance.

(3)
 (i) The Contractor shall submit a report to the contracting office as identified in
 paragraph (c)(3)(ii) of this clause, if the Contractor identifies, including
 through any notification by a subcontractor at any tier, that a covered article
 or product or service produced or provided by a source was provided to the
 Government or used during contract performance and is subject to a
 FASCSA order(s) identified in paragraph (b) of this clause, or a new
 FASCSA order identified in paragraph (c)(2) of this clause. For indefinite
 delivery contracts, the Contractor shall report to both the contracting office for
 the indefinite delivery contract and the contracting office for any affected
 order.

 (ii) If a report is required to be submitted to a contracting office under (c)(3)(i) of
 this clause, the Contractor shall submit the report as follows:

 (A) If a Department of Defense contracting office, the Contractor shall report
 to the website at https://dibnet.dod.mil.

 (B) For all other contracting offices, the Contractor shall report to
 the Contracting Officer.

(4) The Contractor shall report the following information for each covered article or each
 product or service produced or provided by a source, where the covered article or
 source is subject to a FASCSA order, pursuant to paragraph (c)(3)(i) of this clause:

 (i) Within 3 business days from the date of such identification or notification:

 (A) Contract number;

 (B) Order number(s), if applicable;

 (C) Name of the product or service provided to the Government or used
 during performance of the contract;

 (D) Name of the covered article or source subject to a FASCSA order;

 (E) If applicable, name of the vendor, including the Commercial and
 Government Entity code and unique entity identifier (if known), that
 supplied the covered article or the product or service to the Contractor;

 (F) Brand;




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 (G) Model number (original equipment manufacturer number, manufacturer
 part number, or wholesaler number);

 (H) Item description; and

 (I) Any readily available information about mitigation actions undertaken or
 recommended.

 (ii) Within 10 business days of submitting the information in paragraph (c)(4)(i) of
 this clause:

 (A) Any further available information about mitigation actions undertaken or
 recommended.

 (B) In addition, the Contractor shall describe the efforts it undertook to
 prevent submission or use of the covered article or the product or service
 produced or provided by a source subject to an applicable FASCSA
 order, and any additional efforts that will be incorporated to prevent
 future submission or use of the covered article or the product or service
 produced or provided by a source that is subject to an applicable
 FASCSA order.

 (d) Removal. For Federal Supply Schedules, Governmentwide acquisition contracts, multi-agency
 contracts or any other procurement instrument intended for use by multiple agencies, upon
 notification from the Contracting Officer, during the performance of the contract, the
 Contractor shall promptly make any necessary changes or modifications to remove any
 product or service produced or provided by a source that is subject to an applicable FASCSA
 order.

 (e) Subcontracts.

 (1) The Contractor shall insert the substance of this clause, including this paragraph (e)
 and excluding paragraph (c)(1) of this clause, in all subcontracts and other
 contractual instruments, including subcontracts for the acquisition of commercial
 products and commercial services.

 (2) The Government may identify in the solicitation additional FASCSA orders that are
 not in SAM, which are effective and apply to the contract and any subcontracts and
 other contractual instruments under the contract. The Contractor or higher-tier
 subcontractor shall notify their subcontractors, and suppliers under other contractual
 instruments, that the FASCSA orders in the solicitation that are not in SAM apply to
 the contract and all subcontracts.




12. FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they
were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full
text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far
https://www.acquisition.gov/browse/index/gsam.



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13. The following clauses are incorporated by reference:

 FAR 52.204-2 SECURITY REQUIREMENTS (MAR 2021) (Applicable when the contract may
 require access to classified information.)

 FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN
 2011)

 FAR 52.204-10, REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER
 SUBCONTRACT AWARDS (JUN 2020) (Applicable if over $30,000 total
 contract value.)

 FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

 FAR 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND
 CERTIFICATIONS (DEC 2014)

 FAR 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND
 SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER
 COVERED ENTITIES (DEC 2023)

 FAR 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND
 VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

 FAR 52.204-27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION (JUN 2023)

 FAR 52.204-30 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT ORDERS –
 PROHIBITION (DEC 2023)

 FAR 52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN
 SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED,
 OR PROPOSED FOR DEBARMENT (JAN 2025)
 (Applicable to leases over $35,000 total contract value.)

 FAR 52.215-10 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA
 (AUG 2011)
 (Applicable when cost or pricing data are required for work or services over
 $2,000,000.)

 FAR 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (JUN 2020)
 (Applicable when the clause at FAR 52.215-10 is applicable.)

 FAR 52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL
 BUSINESS CONCERNS (OCT 2022)

 FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2025) ALTERNATE III
 (JAN 2025) (Applicable to Leases over $750,000 total contract value.)

 FAR 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN (SEP 2021)
 (Applicable to leases over $750,000 total contract value.)

 FAR 52.219-28 POST-AWARD SMALL BUSINESS REREPRESENTATION (JAN 20254)
 (Applicable to leases exceeding the micro-purchase threshold)

 FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUN 2020)
 (Applicable to leases $150,000 or more, total contract value. Full text may
 be found at http://www.acquisition.gov)

 FAR 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUN 2020)
 (Applicable to leases over $15,000 total contract value. Full text may be
 found at http://www.acquisition.gov)



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 FAR 52.222-37 EMPLOYMENT REPORTS ON VETERANS (JUN 2020)
 (Applicable to leases $150,000 or more, total contract value.)

 FAR 52.226-7 DRUG-FREE WORKPLACE (MAY 2024)
 (Applicable to Leases over the Simplified Lease Acquisition Threshold as
 well as to any Leases of any value awarded to an individual)

 FAR 52.232–23 ASSIGNMENT OF CLAIMS (MAY 2014)
 (Applicable to leases over the micro-purchase threshold.)

 FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD
 MANAGEMENT (OCT 2018)

 FAR 52.233-1 DISPUTES (MAY 2014)

 GSAR 552.204-9 PERSONAL IDENTITY VERIFICATION REQUIREMENTS (APR 2023)

 GSAR 552.270-12 ALTERATIONS (SEP 1999)

 GSAR 552.270-25 SUBSTITUTION OF TENANT AGENCY (SEP 1999)

 GSAR 552.270-28 MUTUALITY OF OBLIGATION (SEP 1999)

 GSAR 552.270-31 PROMPT PAYMENT (JUN 2011)




The information collection requirements contained in this solicitation/contract, that are not required by
regulation, have been approved by the Office of Management and Budget pursuant to the Paperwork
Reduction Act and assigned the OMB Control No. 3090-0086.




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 LEASE NO. GS-01P-LVT00746 On-Airport Lease
 GSA TEMPLATE L201D (OCT 2024)

A. This Lease is made and entered into between

City of Burlington, Vermont

(Lessor), whose principal place of business is 1200 Airport Drive, Suite #1, South Burlington, VT 05403 and whose interest in the Property described
herein is that of Fee Owner, and

The United States of America

(Government), acting by and through the designated representative of the General Services Administration (GSA), upon the terms and conditions set
forth herein.

B. Witnesseth: The parties hereto, for the consideration hereinafter mentioned, covenant and agree as follows:

Lessor hereby leases to the Government the Premises described herein, being all or a portion of the Property located at

1200 Airport Drive, #1, South Burlington, VT 05403

and more fully described in Section 1 and Exhibit A, together with rights to the use of parking and other areas as set forth herein, to be used for such
purposes as determined by GSA.

C. LEASE TERM

To Have and To Hold the said Premises with its appurtenances for the term beginning July 1, 2024 and continuing for a period of

10 Years, 5 Years Firm,

subject to termination and renewal rights as may be hereinafter set forth.




In Witness Whereof, the parties to this Lease evidence their agreement to all terms and conditions set forth herein by their signatures below, to be
effective as of the date of delivery of the fully executed Lease to the Lessor.


 FOR THE LESSOR: FOR THE GOVERNMENT:

 ____________________________________________________ ____________________________________________________

 Name: ____________________________________________ Name: ____________________________________________

 Title: ____________________________________________ Title: Lease Contracting Officer

 Entity: ____________________________________________ General Services Administration, Public Buildings Service

 Date: ____________________________________________ Date: ____________________________________________

WITNESSED FOR THE LESSOR BY:

____________________________________________________

Name: ____________________________________________

Title: ____________________________________________

Date: ____________________________________________


The information collection requirements contained in this Solicitation/Contract, that are not required by regulation, have been approved by the Office of
Management and Budget pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0086.


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SECTION 1 THE PREMISES, RENT, AND OTHER TERMS ........................................................................................................................... 3
1.01  THE PREMISES (OCT 2024) ............................................................................................................................................................... 3
1.02  EXPRESS APPURTENANT RIGHTS (SEP 2013) ................................................................................................................................ 3
1.03  RENT AND OTHER CONSIDERATION (ON-AIRPORT) (OCT 2023)................................................................................................... 3
1.04  TERMINATION RIGHTS (ON-AIRPORT) (SEP 2013) .......................................................................................................................... 4
1.05  RENEWAL RIGHTS (OCT 2016) INTENTIONALLY DELETED ............................................................................................................ 4
1.06  DOCUMENTS INCORPORATED IN THE LEASE (ON-AIRPORT) (OCT 2023) ................................................................................... 4
1.07  OPERATING COST BASE (OCT 2016) ................................................................................................................................................ 4
1.08  LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022) ....................................................................................................................... 4


SECTION 2  GENERAL TERMS, CONDITIONS, AND STANDARDS ........................................................................................................... 5
2.01  DEFINITIONS AND GENERAL TERMS (OCT 2023) ............................................................................................................................ 5
2.02  AUTHORIZED REPRESENTATIVES (OCT 2016)................................................................................................................................ 6
2.03  WAIVER OF RESTORATION (OCT 2023) ........................................................................................................................................... 6
2.04  OPERATING COSTS ADJUSTMENT (JUN 2012) INTENTIONALLY DELETED .................................................................................. 6
2.05  RELOCATION RIGHTS (OCT 2021) .................................................................................................................................................... 6
2.06  RECITALS FOR TRANSPORTATION SECURITY ADMINISTRATION (ON-AIRPORT) (JUN 2012) .................................................... 7
2.07  ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (ON-AIRPORT) (MAY 2015)........................................................ 7
2.08  ALTERATIONS PRIOR TO ACCEPTANCE (JUN 2012) ....................................................................................................................... 7
2.09  SYSTEM FOR AWARD MANAGEMENT (MAR 2020) .......................................................................................................................... 7
2.10  SECURITY UPGRADES DUE TO IMMEDIATE THREAT (APR 2011) ................................................................................................. 7
2.11  ENTITY NAME (OCT 2023) .................................................................................................................................................................. 7


SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS................................................................................................ 8
3.01  BUILDING SHELL REQUIREMENTS (ON-AIRPORT) (SEP 2013)....................................................................................................... 8
3.02  MEANS OF EGRESS (MAY 2015) ....................................................................................................................................................... 8
3.03  AUTOMATIC FIRE SPRINKLER SYSTEM (OCT 2023)........................................................................................................................ 8
3.04  FIRE ALARM SYSTEM (SEP 2013) ..................................................................................................................................................... 8
3.05  ENERGY INDEPENDENCE AND SECURITY ACT (OCT 2024)........................................................................................................... 9
3.06  ACCESSIBILITY (OCT 2024) ............................................................................................................................................................. 10
3.07  MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (APR 2011) ................................................................................................. 10
3.08  RESTROOMS (ON-AIRPORT) (JUN 2012) ........................................................................................................................................ 10
3.09  HEATING, VENTILATION, AND AIR CONDITIONING (ON-AIRPORT) (OCT 2022) .......................................................................... 10
3.10  TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (ON-AIRPORT) (SEP 2013) ................................................................... 10
3.11  GOVERNMENT PROJECT MANAGEMENT SYSTEM (ON-AIRPORT) (OCT 2022) .......................................................................... 10


SECTION 4  UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM .......................................................................... 11
4.01  SERVICES, UTILITIES, AND MAINTENANCE (ON-AIRPORT) (OCT 2020) ...................................................................................... 11
4.02  PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS FOR AIRPORT OCCUPANCIES (SEP 2013) ................................. 11
4.04  RECYCLING (ON-AIRPORT) (OCT 2023).......................................................................................................................................... 11
4.05  RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)........................................................................................................................ 11
4.06  SAFEGUARDING AND DISSEMINATION OF CONTROLLED UNCLASSIFIED INFORMATION (CUI) BUILDING INFORMATION (OCT 2022)
 INTENTIONALLY DELETED .............................................................................................................................................................. 11
4.07  INDOOR AIR QUALITY (OCT 2024)................................................................................................................................................... 11
4.08  HAZARDOUS MATERIALS, MOLD AND WATER INTRUSION (ON-AIRPORT) (OCT 2024) ............................................................. 12
4.09  OCCUPANT EMERGENCY PLANS (OCT 2020)................................................................................................................................ 13
4.10  MODIFIED LEASE PARAGRAPHS .................................................................................................................................................... 13




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 SECTION 1 THE PREMISES, RENT, AND OTHER TERMS


1.01 THE PREMISES (OCT 2024)

The Premises are described as follows:

A. Office and Related Space. 2,181 rentable square feet (RSF), yielding 2,181 ANSI/BOMA Occupant Area (ABOA) square feet (SF) of office and
 related Space located on the 1st floor of the Building, as depicted on the floor plan attached hereto as Exhibit A.

 Notwithstanding the paragraph titled “Relocation Rights,” the Lessor, within one (1) year of the Lease Award Date, plans to require the relocation
 of the Premises to other space at the Airport which, in the reasonable judgment of Lessor, is similar and suitable for the purposes for which this
 Lease is entered as such purposes are set forth herein. Should such relocation be necessary, the Lessor shall provide the GSA a minimum of
 120 days prior written notice. The Lessor shall be responsible for all costs for the construction of the new space and any other costs associated
 with replicating the necessary operational features provided in the space originally leased. The Government shall be responsible for the costs
 for moving furniture, office equipment, and personal property to the new Premises.

 Prior to the Government occupying the new Premises, the Lessor shall provide floor plans and a valid Certificate of Occupancy (C of O) per the
 paragraph titled “Acceptance of Space and Certificate of Occupancy.” Upon the Government’s inspection and acceptance of the new Premises,
 the Government shall relocate as soon as practicable and a Lease Amendment shall be issued to revise the Premises. The Airport shall provide
 such relocated Premises at the same rental rate per RSF as the original Premises.

 Should the Airport require relocation at any time after one (1) year past the Lease Award Date, the entirety of the paragraph titled “Relocation
 Rights” shall apply to that relocation.

B. Common Area Factor. The Common Area Factor (CAF) is established as 0 percent. This factor, which represents the conversion from ABOA
 to rentable square feet, rounded to the nearest whole percentage, shall be used for purposes of rental adjustments in accordance with the
 Payment Clause of the General Clauses.

C. INTENTIONALLY DELETED

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

The Government shall have the non-exclusive right to the use of Appurtenant Areas and shall have the right to post Rules and Regulations Governing
Conduct on Federal Property, Title 41, CFR, Part 102-74, Subpart C within such areas. The Government will coordinate with Lessor to ensure signage
is consistent with Lessor’s standards. Appurtenant to the Premises and included in the Lease are rights to use the following:

A. Parking. 5 parking spaces as depicted on the plan attached hereto as Exhibit B, reserved for the exclusive use of the Government, of which 0
 shall be structured/inside parking spaces and 5 shall be surface/outside parking spaces. In addition, the Lessor shall provide such additional
 parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property.

B. Antennas, Satellite Dishes and Related Transmission Devices. (1) Space located on the roof of the Building sufficient in size for the installation
 and placement of telecommunications equipment, (2) the right to access the roof of the Building, and (3) use of all Building areas (e.g., chases,
 plenums, etc.) necessary for the use, operation, and maintenance of such telecommunications equipment at all times during the term of this
 Lease.

1.03 RENT AND OTHER CONSIDERATION (ON-AIRPORT) (OCT 2023)

A. The Government shall pay the Lessor annual rent payable monthly in arrears at the following rates:

 Years 1 - 10
 Annual Rent Annual Rate / RSF
 Shell Rental Rate $149,202.21 $68.41
 Operating Costs $0.00 $0.00
 Full Service Rate $149,202.21 $68.41

B. Parking shall be provided at a rate of $0.00 per parking space per month (structured/inside), and $0.00 per parking space per month
 (surface/outside).

C. INTENTIONALLY DELETED

D. Rent is subject to adjustment based upon a mutual measurement of the Space upon acceptance based upon the methodology outlined under
 the “Payment” clause of GSA 3517, General Clauses.

E. Rent is subject to adjustment based upon the final TI cost to be amortized in the rental rate, as agreed upon by the parties subsequent to the
 Lease Award Date.




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F. If the Government occupies the Premises for less than a full calendar month, then rent shall be prorated based on the actual number of days of
 occupancy for that month.

G. Rent shall be paid to Lessor by electronic funds transfer (EFT) in accordance with the provisions of the General Clauses. Rent shall be payable
 using the EFT information contained in the System for Award Management (SAM). In the event the EFT information changes, the Lessor shall
 be responsible for providing the updated information to SAM. Failure by the Lessor to maintain an active registration in SAM may result in delay
 of rental payments until such time as the SAM registration is activated. This registration service is free of charge.

H. The Lessor shall provide to the Government, in exchange for the payment of rental and other specified consideration, the following:

 1. The leasehold interest in the Property described herein in the paragraph entitled “The Premises;”

 2. All costs, expenses and fees to perform the work required for acceptance of the Premises in accordance with this Lease, including all
 costs for labor, materials, and equipment, professional fees, subcontractor fees, attorney fees, permit fees, inspection fees, and similar
 such fees, and all related expenses;

 3. Performance or satisfaction of all other obligations set forth in this Lease; and,

 4. All services, utilities, and maintenance required for the proper operation of the Property, the Building, and the Premises in accordance
 with the terms of the Lease, including, but not limited to, all inspections, modifications, repairs, replacements, and improvements required
 to be made thereto to meet the requirements of this Lease.

1.04 TERMINATION RIGHTS (ON-AIRPORT) (SEP 2013)

A. The Government may terminate this Lease, in whole or in part, at any time during the term of this lease with 120 days’ prior written notice to the
 Lessor if (i) regularly scheduled commercial air services cease, (ii) the airport opts to replace TSA screeners with private contractors, (iii) the
 checkpoint supported by the leased Space is closed, or (iv) the Government reduces its presence at the airport due to a reduction in
 enplanements. The effective date of the termination shall be the day following the expiration of the required notice period or the termination date
 set forth in the notice, whichever is later. No rental shall accrue after the effective date of termination.

B. INTENTIONALLY DELETED

1.05 RENEWAL RIGHTS (OCT 2016) INTENTIONALLY DELETED

1.06 DOCUMENTS INCORPORATED IN THE LEASE (ON-AIRPORT) (OCT 2023)

The following documents are attached to and made part of the Lease:

 DOCUMENT NAME NO. OF PAGES EXHIBIT
 Floor Plan 1 A
 Parking Plan 1 B
 GSA 3517A, General Clauses 15 C

1.07 OPERATING COST BASE (OCT 2016)

The parties agree, for the purpose of applying the paragraph titled "Operating Costs Adjustment," that the Lessor's base rate for operating costs shall
be $0.00 per RSF.

1.08 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

Lessor’s Unique Entity Identifier

UEI: KXQQKNB2GZL1




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 SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS


2.01 DEFINITIONS AND GENERAL TERMS (OCT 2023)

Unless otherwise specifically noted, all terms and conditions set forth in this Lease shall be interpreted by reference to the following definitions, standards,
and formulas:

A. General Contract Terms.

 1. "Contract” means lease.

 2. "Contractor” means Lessor.

 3. “Days” means calendar days, unless specified otherwise.

 4. “Delivery Date” means the date specified in or determined pursuant to the provisions of the lease for delivery of the premises to the
 Government, improved in accordance with the provisions of the lease and substantially complete, as such date may be modified in
 accordance with the provisions of the lease.

 5. “Excusable Delays” mean delays arising without the fault or negligence of Lessor and Lessor’s subcontractors and suppliers at any tier,
 and shall include, without limitation:

 a. Acts of God or of the public enemy,

 b. Acts of the United States of America in either its sovereign or contractual capacity,

 c. Acts of another contractor in the performance of a contract with the Government,

 d. Fires,

 e. Floods,

 f. Epidemics,

 g. Quarantine restrictions,

 h. Strikes,

 i. Freight embargoes,

 j. Unusually severe weather, or

 k. Delays of subcontractors or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or
 negligence of both the Lessor and any such subcontractor or supplier.

 6. “Lease Award Date” means the date the LCO executes the lease and furnishes written notification of the executed lease to the successful
 offeror (usually the date on which the parties’ obligations under the lease begin).

 7. "Lease Term Commencement Date” means the date on which the lease term commences.

 8. “Substantially Complete” or “Substantial Completion” means that the work, the common and other areas of the building, and all other
 things necessary for the Government’s access to the premises and occupancy, possession, use and enjoyment thereof, as provided in
 this lease, have been completed or obtained, excepting only such minor matters as do not interfere with or materially diminish such
 access, occupancy, possession, use or enjoyment. The space shall be considered substantially complete only if the space may be used
 for its intended purpose.

 9. “Work” means all alterations, improvements, modifications, and other things required for the preparation or continued occupancy of the
 premises by the Government as specified in this lease.

B. Real Property Terms.

 1. “ANSI/BOMA” is an acronym for American National Standards Institute/Building Owners and Managers Association.

 2. “ANSI/BOMA Occupant Area” or “ABOA” means the measurement standard (Z65.1-2017) provided by ANSI/BOMA for Occupant Area,
 which is “the total aggregated area used by an Occupant before Load Factors are applied, consisting of Tenant Area and Tenant Ancillary
 Area.” The Method A – Multiple Load Factor Method shall apply.




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 3. “Appurtenant Areas” means those areas and facilities on the property that are not located within the premises, or for which rights are
 expressly granted under this lease, or for which rights to use are reasonably necessary or reasonably anticipated with respect to the
 Government's enjoyment of the premises and express appurtenant rights (e.g. parking areas).

 4. “Broker” means GSA’s broker, if GSA awarded this lease using a contract real estate broker.

 5. “Building” means building(s) situated on the property in which the premises are located.

 6. “Commission Credit” means the amount of commission that is credited to the lease, if GSA’s broker agreed to forgo a percentage of its
 commission, in connection with the award of this lease.

 7. “Common Area Factor (CAF)” means a conversion factor determined and applied by the building owner to determine the rentable square
 feet for the leased space. The CAF is expressed as a percentage of the difference between the amount of rentable square feet (SF) and
 ABOA SF, divided by the ABOA SF. The CAF shall be determined in accordance with the applicable ANSI/BOMA standard for the type
 of space to which the CAF shall apply.

 8. “Firm Term” means the part of the lease term that is not subject to termination rights.

 9. “Non-Firm Term” means the part of the lease term following the end of the firm term, which is subject to termination rights.

 10. “Premises” means the total occupant area or other type of space, together with all associated common areas described in the lease.
 Appurtenant areas (e.g., parking areas) to which the Government has rights under this lease are not included in the premises.

 11. “Property” means the land and buildings in which the premises are located, including all appurtenant areas (e.g., parking areas) to which
 the Government is granted rights.

 12. “Rentable Space or Rentable Square Feet (RSF)” means the area for which a tenant is charged rent. It is determined by the building
 owner and may vary by city or by building within the same city. Rentable space may include a share of common areas such as elevator
 lobbies, building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets,
 electrical closets, and mechanical rooms. Rentable space does not include vertical building penetrations and their enclosing walls, such
 as stairs, elevator shafts, and vertical ducts. To determine the RSF, the ABOA SF is multiplied by the sum of one (1) plus the CAF, for
 each type of space included in the premises.

 13. “Space” means that part of the premises to which the Government has exclusive use, such as occupant area, or other types of space.
 Appurtenant areas (e.g., parking areas) to which the Government has rights under the lease are not included in the space.

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

Signatories to this Lease shall have full authority to bind their respective principals with regard to all matters relating to this Lease. No other persons
shall be understood to have any authority to bind their respective principals, except to the extent that such authority may be explicitly delegated by notice
to the other party, or to the extent that such authority is transferred by succession of interest. The Government shall have the right to substitute its Lease
Contracting Officer (LCO) by notice, without an express delegation by the prior LCO.

2.03 WAIVER OF RESTORATION (OCT 2023)

Lessor shall have no right to require the Government to restore the Premises upon expiration or earlier termination (full or partial) of the Lease, and
waives all claims against the Government for:

A. Waste, or,

B. Damages or restoration arising from or related to:

 1. The Government's normal and customary use of the Premises during the term of the Lease (including any extensions thereof), as well
 as

 2. Any initial or subsequent alteration to the Premises regardless of whether such alterations are performed by the Lessor or by the
 Government.

At its sole option, the Government may abandon property in the Space following expiration or earlier termination (full or partial) of the Lease, in which
case the property will become the property of the Lessor and the Government will be relieved of any liability in connection therewith.

2.04 OPERATING COSTS ADJUSTMENT (JUN 2012) INTENTIONALLY DELETED

2.05 RELOCATION RIGHTS (OCT 2021)

If it becomes necessary in the orderly development of the Airport, Lessor may require the relocation of Premises to other space at the Airport which, in
the reasonable judgment of Lessor, is similar and suitable for the purposes for which this Lease is entered as such purposes are set forth herein.
Should such relocation be necessary, the Lessor shall provide the GSA a minimum of 120 days prior written notice. Lessor shall be responsible for all
costs for such relocation, including all costs for moving furniture, office equipment, telephone and data lines, and any other costs associated with
replicating necessary operational features provided in the space originally leased. The Airport shall provide such relocated Premises at the same




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rental rate as the original Premises, unless the new Premises are located in an area for which the Airport charges tenants a lower rate, in which event
the parties shall negotiate a reduction in the rental rate. The Government will not reimburse the Lessor for any increased square footage as a result of
such relocation.

2.06 RECITALS FOR TRANSPORTATION SECURITY ADMINISTRATION (ON-AIRPORT) (JUN 2012)

A. The Transportation Security Administration (TSA) is required, pursuant to 49 U.S.C. 40101—The Aviation and Transportation Security Act
 (ATSA), to oversee security measures at the Patrick Leahy Burlington International Airport Airport.

B. TSA is responsible for airline passenger and baggage screening services at the Airport.

C. The U.S. General Services Administration (GSA), on behalf of TSA, leases certain facilities on the Airport premises for administrative offices
 and/or break rooms in support of airport passenger and baggage screening services by the TSA.

D. Space for TSA to screen passengers and baggage is expressly excluded from this Lease.

2.07 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (ON-AIRPORT) (MAY 2015)

A. The Lessor shall provide floor plans for the Space and a valid Certificate of Occupancy (C of O), issued by the local jurisdiction, for the intended
 use of the Government. If the local jurisdiction does not issue C of O’s or if the C of O is not available, the Lessor may satisfy this condition by
 providing a report prepared by a licensed fire protection engineer that verifies that the Space complies with all applicable local fire protection and
 life safety codes and ordinances and all fire protection and life safety-related requirements of this Lease.

B. Neither the Government’s acceptance of the Premises for occupancy or acceptance of related appurtenances, nor the Government’s occupancy of the
 Premises, shall be construed as a waiver of any requirement or right of the Government under this lease, or as otherwise prejudicing the Government
 with respect to any such requirement or right, or as an acceptance of any latent defect or condition.

2.08 ALTERATIONS PRIOR TO ACCEPTANCE (JUN 2012)

The Government’s rights stated under the General Clause “Alterations” also apply to initial build-out of the Premises.

2.09 SYSTEM FOR AWARD MANAGEMENT (MAR 2020)

The Offeror must have an active registration in the System for Award Management (SAM), via the Internet at, HTTPS://WWW.SAM.GOV/SAM/ prior to
the Lease Award Date. Registration must be for purposes of “All Awards” and include completion of all required representations and certifications within
SAM. Registration must be active throughout the life of the Lease. To remain active, the Offeror/Lessor is required to update or renew its registration
annually. The Government will not process rent payments to Lessors without an active registration in SAM. No change of ownership of the leased
Premises will be recognized by the Government until the new owner registers in SAM.

2.10 SECURITY UPGRADES DUE TO IMMEDIATE THREAT (APR 2011)

The Government reserves the right, at its own expense and with its own personnel, to heighten security in the Building under Lease during heightened
security conditions due to emergencies such as terrorist attacks, natural disaster, and civil unrest.

2.11 ENTITY NAME (OCT 2023)

Lessor may not use Federal agency name(s) and/or acronym(s), e.g., General Services Administration, GSA, in its entity name that owns and/or leases
Space to GSA




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 SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS


3.01 BUILDING SHELL REQUIREMENTS (ON-AIRPORT) (SEP 2013)

A. The Building Shell shall be designed, constructed, and maintained in accordance with the standards set forth herein and completed prior to
 acceptance of Space. For pricing, fulfillment of all requirements not specifically designated as operating costs or other rent components as
 indicated shall be deemed included in the Shell Rent.

B. Base structure and Building enclosure components shall be complete. All common areas accessible by the Government, such as lobbies, fire
 egress corridors and stairwells, elevators, garages, and service areas, shall be complete. Restrooms shall be complete and operational. All
 newly installed Building shell components, including but not limited to, heating, ventilation, and air conditioning (HVAC), electrical, ceilings,
 sprinklers, etc., shall be furnished, installed, and coordinated with TIs. Circulation corridors are provided as part of the base Building only on
 multi-tenanted floors where the corridor is common to more than one tenant. On single tenant floors, only the fire egress corridor(s) necessary
 to meet code is provided as part of the shell.

3.02 MEANS OF EGRESS (MAY 2015)

A. Prior to occupancy, the Premises and any parking garage areas shall meet or will be upgraded to meet, either the applicable egress requirements
 in the National Fire Protection Association, Life Safety Code (NFPA 101), or the International Code Council, International Building Code (IBC),
 each current as of the Lease Award Date, or use an alternative approach or method that achieves an equivalent level of safety deemed acceptable
 by the Government.

B. The Space shall have unrestricted access to a minimum of two remote exits on each floor of Government occupancy.

C. Interlocking or scissor stairs located on the floor(s) where Space is located shall only count as one exit stair.

D. A fire escape located on the floor(s) where Space is located shall not be counted as an approved exit stair.

E. Doors shall not be locked in the direction of egress unless equipped with special locking hardware in accordance with requirements of NFPA
 101 or the IBC.

3.03 AUTOMATIC FIRE SPRINKLER SYSTEM (OCT 2023)

A. Any portion of the Space located below-grade, including parking garage areas, and all areas in a Building referred to as "hazardous areas"
 (defined in National Fire Protection Association (NFPA) 101) that are located within the entire Building (including non-Government areas) shall
 be protected by an automatic fire sprinkler system or an equivalent level of safety.

B. For Buildings in which any portion of the Space on or above the sixth floor, then, at a minimum, the Building up to and including the highest floor
 of Government occupancy shall be protected by an automatic fire sprinkler system or an equivalent level of safety.

C. For Buildings in which the Government occupies, either through this Lease or in combination with other Government Leases in the Building any
 portion of the Space is on or above the sixth floor, and lease of the Space will result, either individually or in combination with other Government
 Leases in the Building, in the Government leasing 35,000 or more ANSI/BOMA Occupant Area SF of Space in the Building, then the entire
 Building shall be protected throughout by an automatic fire sprinkler system or an equivalent level of safety.

D. Automatic fire sprinkler system(s) shall be installed in accordance with the requirements of NFPA 13, Standard for the Installation of Sprinkler
 Systems that was in effect on the actual date of installation.

E. Automatic fire sprinkler system(s) shall be maintained in accordance with the requirements of NFPA 25, Standard for the Inspection, Testing,
 and Maintenance of Water-based Fire Protection Systems (current as of the Lease Award Date).

F. "Equivalent level of safety" means an alternative design or system (which may include automatic fire sprinkler systems), based upon fire
 protection engineering analysis, which achieves a level of safety equal to or greater than that provided by automatic fire sprinkler systems.

3.04 FIRE ALARM SYSTEM (SEP 2013)

A. A Building-wide fire alarm system shall be installed in the entire Building in which any portion of the Space is located on the 3rd floor or higher.

B. The fire alarm system shall be installed in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code that was in
 effect on the actual date of installation.

C. The fire alarm system shall be maintained in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as
 of the Lease Award Date).

D. The fire alarm system shall transmit all fire alarm signals to the local fire department via any of the following means: directly to the local fire
 department, to the (911) public communications center, to a central station, to a remote supervising station, or to a proprietary supervising station.




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E. If the Building’s fire alarm control unit is over 25 years old as of the Lease Award Date, Lessor shall install a new fire alarm system in accordance
 with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date), prior to Government acceptance
 and occupancy of the Space.

3.05 ENERGY INDEPENDENCE AND SECURITY ACT (OCT 2024)

A. Energy-related Requirements.

 1. The Energy Independence and Security Act (EISA) establishes the following requirements for Government Leases in Buildings that have
 not earned the ENERGY STAR® Label conferred by the Environmental Protection Agency (EPA) within one year prior to the due date
 for final proposal revisions (“most recent year”).

 2. If this Lease was awarded under any of EISA's Section 435 statutory exceptions, the Lessor shall either:

 a. Earn the ENERGY STAR® Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a
 succeeding or superseding Lease); or

 b. I. Complete energy efficiency and conservation improvements if any, agreed to by Lessor in lieu of earning the ENERGY
 STAR® Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or
 superseding Lease); and

 II. Obtain and publicly disclose the Building’s current ENERGY STAR® score (using EPA’s Portfolio Manager tool), unless
 the Lessor cannot access whole building utility consumption data, or there is no building category within Portfolio Manager
 to benchmark against, including spaces—

 (i) That are located in States with privacy laws that provide that utilities shall not provide such aggregated information
 to multitenant building owners; and

 (ii) For which tenants do not provide energy consumption information to the commercial building owner in response
 to a request from the building owner. (A Federal agency that is a tenant of the space shall provide to the building
 owner, or authorize the owner to obtain from the utility, the energy consumption information of the space for the
 benchmarking and disclosure required by this subparagraph D).

 (iii) That cannot be benchmarked (scored) using EPA’s Portfolio Manager tool because of excessive vacancy; in which
 case Lessor agrees to obtain the score and publicly disclose it within 120 days of the eligibility to obtain a score
 using the EPA Portfolio Manager tool.

 Note: “public disclosure” means posting the Energy Star® score on state or local websites in those areas that have applicable
 disclosure mandates and reporting the score to the Government via Portfolio Manager. In the absence of an applicable state or
 local disclosure mandate, Lessor shall either generate and display the Energy Star® score in a public space at the building
 location or post the score on Lessor’s or Lessor’s Parent/Affiliate website.

 3. If this Lease was awarded to a Building to be built or to a Building predominantly vacant as of the due date for final proposal revisions
 and was unable to earn the ENERGY STAR® label for the most recent year (as defined above) due to insufficient occupancy, but was
 able to demonstrate sufficient evidence of capability to earn the ENERGY STAR® label, then Lessor must earn the ENERGY STAR®
 label within 18 months after occupancy by the Government.

B. Hydrology-related Requirements. Per EISA Section 438, the sponsor of any development or redevelopment project involving a Federal facility
 with a footprint that exceeds 5,000 square feet shall use site planning, design, construction, and maintenance strategies for the property to
 maintain or restore, to the maximum extent technically feasible, the predevelopment hydrology of the Property with regard to the temperature,
 rate, volume, and duration of flow. If the Lessor proposes to satisfy the Government’s space requirements through a development or
 redevelopment project, and the Government will be the sole or predominant tenant such that any other use of the Property will be functionally or
 quantitatively incidental to the Government’s use, the Lessor is required to implement hydrology maintenance and restoration requirements as
 required by EISA Section 438.

 1. For the purposes of applying EISA Section 438 in this Lease, “sponsor” shall mean “Lessor”, and “exceeds 5,000 square feet” shall mean
 construction that disturbs 5,000 square feet or more of land area at the Property or on adjoining property to accommodate the
 Government’s requirements, or at the Property for whatever reason. Information regarding implementation of the hydrology maintenance
 and restoration requirements can be found at HTTP://WWW.EPA.GOV/GREENINGEPA.

 2. Lessor is required to implement these hydrology maintenance and restoration requirements to the maximum extent technically feasible,
 prior to acceptance of the Space, (or not later than one year after the Lease Award Date or Lease Term Commencement Date, whichever
 is later, of a succeeding or superseding Lease). Additionally, this Lease requires EISA Section 438 storm water compliance not later than
 one year from the date of any applicable disturbance (as defined in EISA Section 438) of more than 5,000 square feet of ground area if
 such disturbance occurs during the term of the Lease if the Government is the sole or predominant tenant. In the event the Lessor is
 required to comply with EISA Section 438, Lessor shall furnish the Government, prior to the filing for permits for the associated work,
 with a certification from Lessor’s engineer that the design meets the hydrology maintenance and restoration requirements of EISA Section
 438.




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3.06 ACCESSIBILITY (OCT 2024)

The Building, leased Space, and areas serving the leased Space shall be accessible to persons with disabilities in accordance with the Architectural
Barriers Act Accessibility Standard (ABAAS), Appendices C and D to 36 CFR Part 1191 (ABA Chapters 1 and 2, and Chapters 3 through 10) and 36
CFR 1190 to the extent applicable. To the extent the standards referenced in the preceding sentence conflicts with local accessibility requirements, the
more stringent shall apply.

3.07 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (APR 2011)

The Lessor shall provide and operate all Building equipment and systems in accordance with applicable technical publications, manuals, and standard
procedures. Mains, lines, and meters for utilities shall be provided by the Lessor. Exposed ducts, piping, and conduits are not permitted in office Space.

3.08 RESTROOMS (ON-AIRPORT) (JUN 2012)

Government employees shall have access to all public restroom facilities for men and women in the Airport terminal at all times without additional
payment.

3.09 HEATING, VENTILATION, AND AIR CONDITIONING (ON-AIRPORT) (OCT 2022)

A. Temperatures shall conform to local commercial equivalent temperature levels and operating practices to maximize tenant satisfaction.
 Thermostats shall be set to maintain temperatures of 72 degrees F (+/- 3 degrees) during the heating season and 75 degrees F (+/- 3 degrees)
 during the cooling season. These temperatures shall be maintained throughout the leased Premises and service areas, regardless of outside
 temperatures, during the hours of operation specified in this Lease. The Lessor shall perform any necessary systems start-up required to meet
 the commercially equivalent temperature levels prior to the first hour of each day’s operation. At all times, the dew point shall be maintained
 below 55 degrees F in occupied spaces, and below 60 degrees F in unoccupied spaces.

B. The Lessor shall conduct HVAC system balancing after all HVAC system alterations during the term of the Lease and shall make a reasonable
 attempt to schedule major construction outside of office hours.

C. Normal HVAC systems maintenance shall not disrupt tenant operations.

3.10 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (ON-AIRPORT) (SEP 2013)

A. The Government may elect to contract its own telecommunications (voice, data, video, Internet, or other emerging technologies) service in the
 Space. The Government may contract with one or more parties to have inside wiring (or other transmission medium) and telecommunications
 equipment installed.

B. The Lessor shall allow the Government’s designated telecommunications providers access to utilize existing Building wiring to connect its
 services to the Government’s Space. If the existing Building wiring is insufficient to handle the transmission requirements of the Government’s
 designated telecommunications providers, the Lessor shall provide access from the point of entry into the Building to the Government’s floor
 Space, subject to any inherent limitations in the pathway involved.

C. The Lessor shall allow the Government’s designated telecommunications providers to affix telecommunications antennas (high frequency,
 mobile, microwave, satellite, or other emerging technologies), subject to weight and wind load conditions, to roof, parapet, or Building envelope
 as required.

3.11 GOVERNMENT PROJECT MANAGEMENT SYSTEM (ON-AIRPORT) (OCT 2022)

The Government may require the Lessor to use the Government’s project management system for post-award and post-occupancy activities. Licensing
costs and access to the system are the responsibility of the Government.




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 SECTION 4 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM


4.01 SERVICES, UTILITIES, AND MAINTENANCE (ON-AIRPORT) (OCT 2020)

The Lessor is responsible for providing all utilities necessary for base building and tenant operations and all associated costs are included as a part of
the established rental rates. The Lessor shall follow routine cleaning and disinfecting requirements in Section 5.01. The following services, utilities, and
maintenance shall be provided by the Lessor as part of the rental consideration (check all that apply):

 HEAT TRASH REMOVAL ELEVATOR INITIAL & REPLACEMENT LAMPS,
 SERVICE TUBES & BALLASTS

 ELECTRICITY CHILLED DRINKING WATER WINDOW
 WASHING (as needed)
 POWER (Special Equip.) AIR CONDITIONING

 WATER (Hot & Cold) RESTROOM SUPPLIES CARPET
 CLEANING (as needed)
 SNOW REMOVAL JANITORIAL SERV. & SUPP.

The Lessor shall have an onsite building superintendent or a locally designated representative available to promptly respond to deficiencies, and
immediately address all emergency situations.

4.02 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS FOR AIRPORT OCCUPANCIES (SEP 2013)

The Government shall have access to the Premises and its Appurtenant Areas at all times without additional payment, including the use, during other
than normal hours, of necessary services and utilities such as elevators, restrooms, lights, and electric power. Cleaning shall be performed after tenant
working hours unless daytime cleaning is specified as a special requirement elsewhere in this Lease. Janitorial Services shall not be required on
weekends or Federal holidays. Services, maintenance, and utilities shall be provided from 7:00 AM to 7:00 PM.

4.03 MAINTENANCE AND TESTING OF SYSTEMS (SEP 2013)

A. The Lessor is responsible for the total maintenance and repair of the leased Premises. Such maintenance and repairs include the site and
 private access roads. All equipment and systems shall be maintained to provide reliable, energy efficient service without unusual interruption,
 disturbing noises, exposure to fire or safety hazards, uncomfortable drafts, excessive air velocities, or unusual emissions of dirt. The Lessor's
 maintenance responsibility includes initial supply and replacement of all supplies, materials, and equipment necessary for such maintenance.
 Maintenance, testing, and inspection of appropriate equipment and systems shall be done in accordance with current applicable codes, and
 inspection certificates shall be displayed as appropriate. Copies of all records in this regard shall be forwarded to the Government’s designated
 representative.

B. At the Lessor’s expense, the Government reserves the right to require documentation of proper operations, inspection, testing, and maintenance
 of fire protection systems, such as, but not limited to, fire alarm, fire sprinkler, standpipes, fire pump, emergency lighting, illuminated exit signs,
 emergency generator, prior to occupancy to ensure proper operation. These tests shall be witnessed by the Government’s designated
 representative.

4.04 RECYCLING (ON-AIRPORT) (OCT 2023)

Where state or local law, code, or ordinance requires recycling programs (including mercury-containing lamps) for the Space to be provided pursuant to
this Lease, the Lessor shall comply with such state and local law, code, or ordinance in accordance with GSA 3517, General Clauses, 552.270-8,
Compliance with Applicable Law. During the lease term, the Lessor agrees, upon request, to provide the Government with additional information
concerning recycling programs maintained in the Building and in the Leased Space.

4.05 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

During the term of the Lease, the Lessor may not establish vending facilities within the leased Space that will compete with any Randolph-Sheppard
vending facilities.

4.06 SAFEGUARDING AND DISSEMINATION OF CONTROLLED UNCLASSIFIED INFORMATION (CUI) BUILDING INFORMATION (OCT 2022)
INTENTIONALLY DELETED

4.07 INDOOR AIR QUALITY (OCT 2024)

A. The Lessor shall control airborne contaminants at the source and/or operate the Space in such a manner that indoor air quality action limits
 identified in the PBS Desk Guide for Indoor Air Quality Management (Companion to GSA Order PBS 1000.8), OSHA regulatory limits, and
 generally accepted consensus standards are not exceeded.




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B. The Lessor shall avoid the use of products containing toxic, hazardous, carcinogenic, flammable, or corrosive ingredients as determined from
 the product label or manufacturer’s safety data sheet. The Lessor shall use available odor-free or low odor products when applying paints, glues,
 lubricants, and similar wet products. When such equivalent products are not available, lessor shall use the alternate products outside normal
 working hours. Except in an emergency, the Lessor shall provide at least 72 hours advance notice to the Government before applying chemicals
 or products with noticeable odors in occupied Spaces and shall adequately ventilate those Spaces during and after application.

C. The Lessor shall serve as first responder to any occupant complaints about indoor air quality (IAQ). The Lessor shall promptly investigate such
 complaints and implement the necessary controls to address each complaint. Investigations shall include testing as needed by a board-certified
 industrial hygienist, to ascertain the source and severity of the complaint. The hygienist shall inspect and evaluate the Space and air zones
 serving the Space; inspection shall take place as soon as possible but no later than 15 calendar days following the identification of a potential
 IAQ issue. Notwithstanding the above, when a board-certified industrial hygienist is not available to perform this inspection, the Lessor may,
 upon written request and the Government’s approval, employ an environmental professional with documented experience performing IAQ
 assessments. The Lessor shall provide written results of any testing along with recommendations to GSA.

D. The Government reserves the right to conduct independent IAQ assessments and detailed studies in Space that it occupies, as well as in space
 serving the Space (e.g., common use areas, mechanical rooms, HVAC systems, etc.). The Lessor shall assist the Government in its
 assessments and detailed studies by:

 1. Making available information on Building operations and Lessor activities;

 2. Providing access to Space for assessment and testing, if required; and

 3. Implementing corrective measures required by the LCO. The Lessor shall take corrective action to correct any tests or measurements
 that do not meet GSA policy action limits in the PBS Desk Guide for Indoor Air Quality Management (Companion to GSA Order PBS
 1000.8), OSHA regulatory limits and generally accepted consensus standards.

E. The Lessor shall provide to the Government safety data sheets (SDS) upon request for the following products prior to their use during the term
 of the Lease: adhesives, caulking, sealants, insulating materials, fireproofing or firestopping materials, paints, carpets, floor and wall patching
 or leveling materials, lubricants, clear finish for wood surfaces, janitorial cleaning products, pesticides, rodenticides, and herbicides. The
 Government reserves the right to review such products used by the Lessor within the Space, common building areas, ventilation systems and
 zones serving the Space, and the area above suspended ceilings and engineering space in the same ventilation zone as the Space.

F. The Lessor shall use high efficiency (HEPA) filtration vacuums for cleaning.

G. Air handling units shall have the highest-level MERV filtration that is compatible with the HVAC system and does not significantly diminish airflow.
 Upon request, the Lessor shall provide to the Government a list of the highest-level of MERV filtration that each air handling unit is designed to
 handle.

H. The Lessor is encouraged to comply with best practices outlined in Appendix D- Indoor Air Quality in GSA Leased Facilities (Best Practices)
 within the PBS Desk Guide for Indoor Air Quality Management (Companion to GSA Order PBS 1000.8).

4.08 HAZARDOUS MATERIALS, MOLD AND WATER INTRUSION (ON-AIRPORT) (OCT 2024)

The leased Space shall be free of hazardous materials, substances, and wastes, as defined by and according to applicable Federal, state, and local
environmental regulations. The Space must be maintained to prevent water intrusion and accumulation, ensuring that no conditions exist that could
promote mold growth. These include, but not limited to, the following:

A. The leased Space shall be free of all asbestos containing materials, except undamaged asbestos flooring in the Space or undamaged boiler or
 pipe insulation outside the Space, in which case an asbestos management program conforming to EPA guidance shall be implemented.

B. Actionable Condition. An actionable condition is defined as either:

 1. Visible mold or airborne mold of types and concentrations in excess of that found in the local outdoor air or non-problematic control areas
 elsewhere in the same building, whichever is lower, or

 2. Water-Damaged Building materials which could potentially create conditions for mold or microbial amplification.

C. The Lessor shall provide Space to the Government that is free from ongoing water leaks or moisture infiltration. The Space and ventilation zones
 serving the Space shall also be free of actionable conditions, as defined by subparagraph B.

 1. The Lessor shall safely remediate all actionable conditions in accordance with sub-paragraph C.2 below.

 2. The Lessor shall safely remediate all actionable conditions identified by the consultant using a qualified remediation contractor following
 methods identified in EPA’s Mold Remediation in Schools and Commercial Buildings (EPA 402-K-01-001, September 2008 or the current
 version of ANSI/IICRC S520-2015: Standard for Professional Mold Remediation), and all applicable state laws pertaining to mold
 remediation practices. The Lessor shall provide GSA with a detailed work plan from the remediation contractor on how they plan to
 address the actionable conditions and include qualifications of the remediation contractor. The Lessor shall employ a qualified industrial
 hygienist, independent of the remediation contractor to verify that remediation has been completed per the industry standards listed
 above and that the space is safe for re-occupancy.




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 3. The Lessor acknowledges and agrees that the Government shall have a reasonable opportunity to inspect the leased Space after
 conclusion of the remediation. If the results of the Government's inspection indicate that the remediation does not comply with the plan
 or any other applicable Federal, state, or local laws, regulatory standards, or guidelines, the Lessor, at its sole cost, expense, and risk,
 shall immediately take all further actions necessary to bring the remediation into compliance.

 4. If the Lessor fails to exercise due diligence, or is otherwise unable to remediate the actionable conditions, the Government may implement
 a corrective action program and deduct its costs from the rent.

4.09 OCCUPANT EMERGENCY PLANS (OCT 2020)

The Lessor is required to cooperate, participate, and comply with the development and implementation of the Government’s Occupant Emergency Plan
(OEP) and a supplemental Shelter-in Place (SIP) Plan. Periodically, the Government may request that the Lessor assist in reviewing and revising its
OEP and SIP. The Plan, among other things, will include evacuation procedures and an annual emergency evacuation drill, emergency shutdown of air
intake procedures, and emergency notification procedures for the Lessor’s Building engineer or manager, Building security, local emergency personnel,
and Government agency personnel.

4.10 MODIFIED LEASE PARAGRAPHS

 1.01 THE PREMISES (OCT 2024)




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 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Airport Submitter: Nicolas Longo
 Request to execute a lease agreement with the General Services Administration
 Title/Subject: (GSA) for Transportation Security Administration (TSA) office space

 Approval Requested: Meeting Date:
 ☒ Board of Finance 1/12/2026
 ☐ City Council Click or tap to enter a date.
 ☐ Both BOF and Council Click or tap to enter a date.

Instructions
 1. This form must be completed by the person submitting the materials.
 2. This form must be sent with the final submission of materials in advance of the meeting.
 3. Do not indicate that a sign-off was received until it has actually been obtained.
 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys.
 5. Name the reviewing Attorney or HR Manager in the Note column.


 Signoff Needed Received? Approval Date Note
 Department Head Yes 7/22/2025 Nicolas Longo

 Mayor’s Office Yes 1/7/2026 Erin Jacobsen
 Board/Commission Yes 1/7/2026 Airport Commission
 City Attorney’s Office for memo and Yes 8/18/2025 Erik Ramakrishnan
 contracts or legal documents
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 motion(s) or resolution(s) item. enter a date.
 CAO for budget, financing, and memo Yes 1/8/2026 Katherine Schad
 Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text.
 or policy item. enter a date.
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




 Page 110 of 300
TO: City of Burlington, Board of Finance
 City of Burlington, City Council

FROM: Patrick Leahy Burlington International Airport
 Nicolas Longo, Director of Aviation

DATE: January 12, 2026

SUBJECT: Request to execute a ground lease with Aerodyme Corporation.

REQUEST
The Patrick Leahy Burlington International Airport ("the Airport" or "BTV") respectfully requests
approval and authorization to execute a lease with Aerodyme Corporation (Aerodyme) to operate in an
Airport-owned building in Pods (also known as hangars) #1,#2 and #4, along with abutting ramp space,
located at 220 Davinci Drive in South Burlington, also known as the “Alert Hangars”.


EXECUTIVE SUMMARY


Background

Aerodyme Corporation is a company that provides maintenance on small general aviation aircraft and
has been a long-standing tenant at Leahy BTV. Aerodyme has been operating on a month-to-month
lease from the Alert Hangars and wishes to expand their operations into Pod #2 of this building. There
are four pods included in the Alert Hangar spaces, identified on the map below. Pod #2 was previously
used by the Burlington Technical Center until recently vacating and moving to their new location
adjacent to this site. Due to this vacancy and the request and growth of Aerodyme, they would now
like to occupy this area.




Lease Terms




 Page 111 of 300
 Page 2 of 2



The proposed amendment includes the following key terms:
 • Expiration: 4-year Term from Effective Date
 • Renewal Option: One, 1-year Extensions
 • Rental Rate: $2,867.76 per month, or $34,413.08annually

 • Annual Rent Increase: 2.5%
 • Change in Lease Premises: Current Lease Premises includes Pod #1 and Pod #4; New Lease
 Premises will include Pod #1,Pod #2, and Pod #4.

Conclusion
Leahy BTV is proud to host many businesses at the airport to serve the local community as well as the
general aviation community. Aerodyme has made its home at the airport for many years, and we hope
to retain their business operations with the execution of this lease.
We respectfully request the approval and authorization to proceed with finalizing and executing the
lease agreement with Aerodyme Corporation.


MOTIONS:

Board of Finance:

 1. “To approve and recommend that the City Council authorize the Mayor of the City of Burlington
 to execute the lease with Aerodyme Corporation, subject to final review and approval by the City
 Attorney’s Office, and to take such further actions and execute such further instruments approved
 as to form by the City Attorney’s Office as may be necessary or convenient to effectuate the
 transactions contemplated hereby.”



City Council:

 1. To authorize the Mayor of the City of Burlington to execute the lease with Aerodyme
 Corporation, subject to final review and approval by the City Attorney’s Office, and to take such
 further actions and execute such further instruments approved as to form by the City Attorney’s
 Office as may be necessary or convenient to effectuate the transactions contemplated hereby.”




 Page 112 of 300
TO: City of Burlington, Board of Finance
 City of Burlington, City Council

FROM: Patrick Leahy Burlington International Airport
 Nicolas Longo, Director of Aviation

DATE: January 12, 2026

SUBJECT: Request to execute a ground lease with Aerodyme Corporation.

REQUEST
The Patrick Leahy Burlington International Airport ("the Airport" or "BTV") respectfully requests
approval and authorization to execute a lease with Aerodyme Corporation (Aerodyme) to operate in an
Airport-owned building in Pods (also known as hangars) #1,#2 and #4, along with abutting ramp space,
located at 220 Davinci Drive in South Burlington, also known as the “Alert Hangars”.


EXECUTIVE SUMMARY


Background

Aerodyme Corporation is a company that provides maintenance on small general aviation aircraft and
has been a long-standing tenant at Leahy BTV. Aerodyme has been operating on a month-to-month
lease from the Alert Hangars and wishes to expand their operations into Pod #2 of this building. There
are four pods included in the Alert Hangar spaces, identified on the map below. Pod #2 was previously
used by the Burlington Technical Center until recently vacating and moving to their new location
adjacent to this site. Due to this vacancy and the request and growth of Aerodyme, they would now
like to occupy this area.




Lease Terms




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 Page 2 of 2



The proposed amendment includes the following key terms:
 • Expiration: 4-year Term from Effective Date
 • Renewal Option: One, 1-year Extensions
 • Rental Rate: $2,867.76 per month, or $34,413.08annually

 • Annual Rent Increase: 2.5%
 • Change in Lease Premises: Current Lease Premises includes Pod #1 and Pod #4; New Lease
 Premises will include Pod #1,Pod #2, and Pod #4.

Conclusion
Leahy BTV is proud to host many businesses at the airport to serve the local community as well as the
general aviation community. Aerodyme has made its home at the airport for many years, and we hope
to retain their business operations with the execution of this lease.
We respectfully request the approval and authorization to proceed with finalizing and executing the
lease agreement with Aerodyme Corporation.


MOTIONS:

Board of Finance:

 1. “To approve and recommend that the City Council authorize the Mayor of the City of Burlington
 to execute the ground lease with Aerodyme Corporation, subject to final review and approval by
 the City Attorney’s Office, and to take such further actions and execute such further instruments
 approved as to form by the City Attorney’s Office as may be necessary or convenient to
 effectuate the transactions contemplated hereby.”



City Council:

 1. To authorize the Mayor of the City of Burlington to execute the lease amendment with Aerodyme
 Corporation, subject to final review and approval by the City Attorney’s Office, and to take such
 further actions and execute such further instruments approved as to form by the City Attorney’s
 Office as may be necessary or convenient to effectuate the transactions contemplated hereby.”




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 FACILITY LEASE AGREEMENT



 between



THE CITY OF BURLINGTON, VERMONT



 and



 AERODYME CORPORATION




 dated as of

 October 1, 2025




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 TABLE OF CONTENTS
 Page No.

Article I DEFINTIONS....................................................................................................................1

 Section 1.1 Definitions..........................................................................................................1

Article II LEASE OF LEASED PREMISES; TERM......................................................................4

 Section 2.1 Lease of Leased Premises. .................................................................................4
 Section 2.2 Parking. ..............................................................................................................5
 Section 2.3 Term. ..................................................................................................................5
 Section 2.4 Holding Over; Rights at Expiration. ..................................................................5
 Section 2.5 City’s Right of Entry. .........................................................................................6
 Section 2.6 Ownership of Leased Premises. .........................................................................6

Article III RENTAL; SECURITY DEPOSIT..................................................................................7

 Section 3.1 Rent. ...................................................................................................................7
 Section 3.2 Insufficient Funds Charge. .................................................................................7
 Section 3.3 Time and Place of Payments. .............................................................................7
 Section 3.4 Electronic Payment. ...........................................................................................7
 Section 3.5 Failure to Pay Rent, Fees, or Charges. ...............................................................8
 Section 3.6 Security Deposit. ................................................................................................8
 Section 3.7 Additional Rent. .................................................................................................8

Article IV OCCUPANCY, USE, AND CONDITIONS OF LEASED PREMISES .......................9

 Section 4.1 Condition of Leased Premises. ..........................................................................9
 Section 4.2 Improvements. ...................................................................................................9
 Section 4.3 Access. ...............................................................................................................9
 Section 4.4 Use of Leased Premises. ....................................................................................9
 Section 4.5 No Unauthorized or Prohibited Use. ................................................................10
 Section 4.6 Compliance with Laws. ...................................................................................10
 Section 4.7 Permits and Licenses........................................................................................10
 Section 4.8 Payment of Taxes. ............................................................................................10
 Section 4.9 No Liens. ..........................................................................................................11
 Section 4.10 ADA. ................................................................................................................11

Article V REPRESENTATIONS AND WARRANTIES..............................................................11

 Section 5.1 Representations by the City. ............................................................................11
 Section 5.2 Representations by Lessee. ..............................................................................11

Article VI OBLIGATIONS OF LESSEE ......................................................................................12

 Section 6.1 Plans and Specifications. .................................................................................12
 Section 6.2 Operations and Maintenance............................................................................12


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 Section 6.3 Utilities. ............................................................................................................12
 Section 6.4 Signs.................................................................................................................13
 Section 6.5 Security. ...........................................................................................................13
 Section 6.6 Obstruction Lights. ..........................................................................................13
 Section 6.7 Trash, Garbage and Other Refuse. ...................................................................13
 Section 6.8 Supervision. .....................................................................................................13

Article VII ENVIRONMENTAL CONDITIONS .........................................................................14

 Section 7.1 General Conditions. .........................................................................................14
 Section 7.2 Obligations upon Termination; Remediation...................................................16
 Section 7.3 No Liability for Business Interruption. ............................................................17
 Section 7.4 Environmental Indemnification. ......................................................................17
 Section 7.5 Remedies Cumulative. .....................................................................................18
 Section 7.6 Survival. ...........................................................................................................18

Article VIII OBLIGATIONS OF THE CITY ...............................................................................18

 Section 8.1 Delivery of Leased Premises. ..........................................................................18
 Section 8.2 Access. .............................................................................................................18
 Section 8.3 Snow Removal. ................................................................................................19

Article IX INSURANCE AND INDEMNIFICATION .................................................................19

 Section 9.1 Insurance. .........................................................................................................19
 Section 9.2 Lessee’s Indemnification and Duty to Pay Damages. .....................................21
 Section 9.3 Performance Bond and Payment Bond. ...........................................................22

Article X DEFAULT AND REMEDIES .......................................................................................22

 Section 10.1 Termination by the City. ..................................................................................22
 Section 10.2 Termination by Lessee. ....................................................................................24
 Section 10.3 Survival. ...........................................................................................................24

Article XI ASSIGNMENT AND SUBLEASING .........................................................................24

 Section 11.1 Assignment by Lessee......................................................................................24
 Section 11.2 Subleasing by Lessee. ......................................................................................25
 Section 11.3 Assignment by City..........................................................................................25
 Section 11.4 Encumbrances. .................................................................................................25

Article XII MISCELLANEOUS PROVISIONS ...........................................................................26

 Section 12.1 Notices. ............................................................................................................26
 Section 12.2 No Waiver. .......................................................................................................27
 Section 12.3 Lessee’s Subordination. ...................................................................................27
 Section 12.4 Relocation. .......................................................................................................27
 Section 12.5 Subordination to Grant Assurances. ................................................................27


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Section 12.6 Non-Interference With Operation of the Airport. ............................................28
Section 12.7 Emergency Closures. .......................................................................................28
Section 12.8 Interpretation. ...................................................................................................28
Section 12.9 Force Majeure. .................................................................................................29
Section 12.10 City’s Limitation of Liability. ..........................................................................29
Section 12.11 Governing Law and Venue. .............................................................................29
Section 12.12 Amendments and Waivers. ..............................................................................30
Section 12.13 Severability. .....................................................................................................30
Section 12.14 Merger. .............................................................................................................30
Section 12.15 Relationship of Parties. ....................................................................................30
Section 12.16 Further Assurances...........................................................................................30
Section 12.17 Governmental Immunity and Limitations on Liability. ...................................30
Section 12.18 Notice of Lease. ...............................................................................................31
Section 12.19 No Discrimination. ...........................................................................................31
Section 12.20 Required Federal Clauses. ...............................................................................31
Section 12.21 Condemnation. .................................................................................................35
Section 12.22 Public Records Act. .........................................................................................35
Section 12.23 Livable Wage Ordinance. ................................................................................35
Section 12.24 Outsourcing Ordinance. ...................................................................................36
Section 12.25 Union Deterrence Ordinance. ..........................................................................36
Section 12.26 Casualty............................................................................................................36
Section 12.27 Cooperation. .....................................................................................................36
Section 12.28 No Third-Party Beneficiaries. ..........................................................................36
Section 12.29 Authority. .........................................................................................................36
Section 12.30 Entire Agreement. ............................................................................................37
Section 12.31 Commissions and Fees. ....................................................................................37




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 AERONAUTICAL FACILITY LEASE AGREEMENT

 THIS AERONAUTICAL FACILITY LEASE AGREEMENT (this “Agreement”)
effective as of this first (1st) day of October, 2025 (the “Effective Date”), by and between the CITY
OF BURLINGTON, VERMONT, a municipal corporation under the laws of the State of Vermont,
located in Chittenden County, Vermont (the “City”), and AERODYME CORPORATION, a
Delaware corporation (“Lessee” and, together with the City, the “Parties” and each a “Party”).

 RECITALS

 WHEREAS, the City is the owner and operator of the Patrick Leahy Burlington
International Airport in South Burlington, Vermont (the “Airport”);

 WHEREAS, the City has the right, title and interest in and to the real property on the
Airport, together with the facilities, easements, rights, licenses, and privileges hereinafter granted,
and has full power and authority to enter into this Agreement in respect thereof;

 WHEREAS, the City owns that certain real property and facilities located within the
Airport legally described and/or depicted on Exhibit A attached hereto and made part hereof, and
generally known as Pod #1 and Pod #4 of the City- owned Alert Hangar Building located at 274
Valley Road, South Burlington, Vermont 05403, plus adjacent ramp space (together, the “Leased
Premises”);WHEREAS, the City desires to lease the Leased Premises to Lessee for aeronautical
purposes beneficial to the City, the aviation community, and the general public, specifically
aeronautical maintenance services; and

 WHEREAS, the Parties hereto wish to memorialize their agreement herein and they agree
as follows:

 AGREEMENT

 NOW, THEREFORE, in consideration of the foregoing Recitals, which by this reference
are hereby incorporated into this Agreement, and the mutual covenants contained in this
Agreement, the Parties hereto hereby agree as follows:

 ARTICLE I
 DEFINTIONS

 Section 1.1 Definitions.

 A. “Agreement” shall have the meaning set forth in the Preamble.

 B. “Airport” shall mean the Patrick Leahy Burlington International Airport located in
South Burlington, Vermont.

 C. “Airport Rules and Regulations” shall mean all Airport rules, regulations, and
policies adopted by the City, including but not limited to the Airport rules and regulations in
Appendix E of the City Charter, as may be amended from time to time.


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_____________CITY ____________LESSEE

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 D. “Applicable Laws and Regulations” shall mean any and all existing and future
federal, state, and local laws, rules, and regulations (as amended or otherwise modified from time
to time) that are applicable to this Agreement, Lessee’s construction of the Improvements, and
Lessee’s use, occupancy, or operations at the Leased Premises, which include, but are not limited
to, all laws, statutes, ordinances, regulations, rules, orders, writs, judgments, decrees, injunctions,
directives, rulings, guidelines, standards, codes, policies, common law, and other pronouncements
of any kind having the effect of law that may be applicable at any time during the Term, including,
but not limited to, the Airport Rules and Regulations, the Grant Assurances, master plans and
zoning codes, Environmental Laws, any and all plans and programs developed in compliance with
such requirements.

 E. “Authorized Use” shall mean the aeronautical use and occupancy of the Leased
Premises by Lessee for: (i) the maintenance of small general aviation aircraft and to conduct other
aeronautical activities in support of such operations; (ii) the parking of general aviation aircraft on
which maintenance is or will be performed by Lessee; and (iii) to otherwise perform any of
Lessee’s obligations, rights, or privileges set forth in this Agreement upon the Leased Premises,
subject to the terms and conditions herein.

 F. “Base Rent” shall have the meaning set forth in Section 3.1(A) herein.

 G. “City” shall mean the City of Burlington, Vermont, a municipal corporation under
the laws of the State of Vermont, located in Chittenden County, Vermont.

 H. “Cure Period” shall have the meaning set forth in Section 10.1(A).

 I. “Default” shall mean Lessee’s or the City’s breach of this Agreement as set forth in
Section 10.1(A) and Section 10.2(B), respectively.

 J. “Electronic Payment” shall have the meaning set forth in Section 3.4 herein.

 K. “Electronic Payment Notice” shall have the meaning set forth in Section 3.4 herein.

 L. “Environmental Laws” shall mean all and include all applicable federal, state, local
statutes, ordinances, regulations and rules relating to protection of environmental quality and
human health and safety (as relates to exposure to Hazardous Materials), including contamination
and clean-up of Hazardous Materials, as they currently exist or may exist in the future, including,
without limitation, the Vermont Hazardous Waste Management Regulations; the Clean Air Act, 42
U.S.C. §7401 et seq.; the Clean Water Act, 33 U.S.C. §1251 et seq., the Water Quality Act of 1987;
the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §136 et seq.; the Marine
Protection, Research, and Sanctuaries Act, 33 U.S.C. §1401 et seq.; the Noise Control Act, 42
U.S.C. §4901 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., as
amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act,
42 U.S.C. §300f et seq.; the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. §9601 et seq., as amended by the Superfund Amendments and Reauthorization Act,
and the Emergency Planning and Community Right to Know Act, and the Radon Gas and Indoor
Air Quality Research Act; the Hazardous Material Transportation Act, 49 U.S.C. §9601 et seq.;
the Toxic Substance Control Act, 15 U.S.C. §2601 et seq.; the Atomic Energy Act, 42 U.S.C. §2011
et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. §1010 et seq.

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_____________CITY ____________LESSEE

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 M. “Existing Facilities” shall have the meaning set forth in the Recitals.

 N. “FAA” shall mean the United States Federal Aviation Administration.

 O. “FF&E” shall mean movable free-standing office pods, equipment enclosures, and
storage racks that are affixed only to the floor, removable Lessee heating and cooling equipment,
furniture, fixtures, and other equipment that are not permanently affixed to the Leased Premises.

 P. “Force Majeure Event” shall mean an act or event, whether foreseen or unforeseen,
that prevents a Party in whole or in part from performing as provided in this Agreement, that is
beyond the reasonable control of and not the fault of such Party, and that such Party has been
unable to avoid or overcome by exercising due diligence, and may include, but is not limited to,
acts of nature, pandemic, war, riots, strikes, accidents, fire, and changes in law.

 Q. “Governmental Authority” or “Governmental Authorities” shall mean any federal,
state, county, municipal, or other governmental entity (including but not limited to the City in its
governmental capacity), or any subdivision thereof, with regulatory or administrative authority,
pursuant to Applicable Laws and Regulations, over Lessee, Lessee’s operations, the Authorized
Use, the Airport, or aeronautical or nonaeronautical operations at or with respect to the Airport.

 R. “Grant Assurances” shall have the meaning set forth in Section 12.5.

 S. “Hazardous Materials” shall mean any material, substance or waste that is defined,
listed or regulated as hazardous, toxic, a pollutant, a contaminant, or words of similar import and
meaning under any Environmental Law, including oil or petroleum products and asbestos.

 T. “Homeland Security” shall mean the United States Department of Homeland
Security.

 U. “Improvements” shall mean any and all buildings, structures, fixtures,
appurtenances, site work, site utilities, or other improvements, including tenant improvements, to
be located, installed, or constructed on the Leased Premises by Lessee.

 V. “Leased Premises” shall have the meaning set forth in Section 2.1 and as further
described and/or depicted in Exhibit A.

 W. “Lessee” shall have the meaning set forth in the Preamble.

 X. “Lessee’s Associates” shall mean Lessee’s employees, officers, directors,
personnel, approved sublessees, contractors, subcontractors, suppliers, agents, invitees, and other
representatives.

 Y. “SIDA” shall mean the Secure Identification Display Area as designated by the
City.

 Z. “Term” shall mean the duration of time in which this Agreement is effective,
inclusive of the original term and any extensions thereof as specified in Section 2.3.


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_____________CITY ____________LESSEE

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 AA. “Option Term” shall have the meaning set forth in Section 2.3.

 BB. “Parking Lot” shall have the meaning set forth in Section 2.2.

 CC. “Plans and Specifications” shall have the meaning set forth in Section 6.1.

 DD. “Property” shall have the meaning set forth in the Recitals.

 EE. “Ramp Area” shall have the meaning set forth in Section 2.2 and as outlined in
Exhibit A.

 FF. “Rent Adjustment Date” shall mean the date upon which Rent is adjusted pursuant
to Section 3.1(B).

 GG. “Rent” shall mean all amounts due and payable under this Agreement in accordance
with Section 3.1, including but not limited to Base Rent, any adjustments thereto, charges, fees,
and any interest accruing on the same.

 HH. “Relocation Date” shall mean the date selected by the City or Lessee in which
Lessee must relocate from Pod #4 to Pod #2 and Pod #1, as outlined in Exhibit A and Exhibit A-1.

 II. “TSA” shall mean the United States Transportation Security Administration.

 JJ. “Year” as used in this Agreement shall mean the twelve-month period beginning on
the Effective Date, with successive years commencing on the anniversary of the Effective Date.

 ARTICLE II
 LEASE OF LEASED PREMISES; TERM

 Section 2.1 Lease of Leased Premises.

 A. The City hereby leases to Lessee, and Lessee hereby rents from the City for its
exclusive use, Leased Premises, for and during the Term, and subject to the terms, provisions, and
conditions set forth in this Agreement.

 B. The Parties understand and agree that the City intends to demolish Pod #4 during
the Term, and that Lessee will relocate from Pod #4 to Pod #2 and Pod #1 (the “Pod Swap”). The
City shall provide no less than 90 days’ written notice to Lessee of the intended effective date of
the Pod Swap (“Relocation Date”), to be determined by the City in its reasonable discretion,
however the City will not request this Relocation Date within the first year of the term of this
agreement. Lessee shall vacate Pod #4 no later than the Relocation Date, and Pod#4 shall thereafter
no longer be part of the Leased Premises. The City has provided to Lessee Exhibit A-1 showing
Pod #2 as part of the Leased Premises, and Exhibit A-1 shall supersede the existing Exhibit A,
without necessity of amendment, as of the Relocation Date. All terms and conditions of this Lease
shall apply to Pod #2 as part of the Leased Premises.

 C. Lessee shall be entitled to vacate Pod#4 at its own discretion at any time with no
less than 90 days’ written notice to the City of the intended effective Relocation Date.

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_____________CITY ____________LESSEE

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 Section 2.2 Parking.

 The City hereby grants Lessee a non-exclusive license to utilize the shared parking lot
located within the property at 274 Valley Road, South Burlington, VT, 05403 (“Parking Lot”)
for the parking of vehicles by Lessee, its employees, agents, visitors, and invitees (customers and
clients). The City may regulate the use of the Parking Lot in its sole discretion. No overnight
parking is permitted in the Parking Lot without the prior written consent of the City. Overnight
parking of not more than three business vehicles, in addition to a utility trailer, boom lift and
plow truck owned by Lessee is acceptable to the City.

 Section 2.3 Term.

 The term of this Agreement shall be for a period of four (4) years commencing on the
Effective Date, and unless sooner terminated pursuant to the provisions of this Agreement (the
“Term”). The Term may be extended by two (2) optional renewals for an additional 1 (1) year
each ( “Option Term”). Lessee shall submit a written request to exercise the Option Term to the
City not more than one (1) year and not less than ninety (90) days prior to the scheduled
expiration of the Term, and the City may grant or deny the Option Term in its reasonable
discretion. If the City does not provide Lessee with written notice of decision to grant or deny
the Option Term within thirty (30) days of Lessee’s request to exercise such Option Term, the
City shall be deemed to have granted the Option Term. Any reference to the “Term” herein shall
be inclusive of the Option Term, if exercised and granted.

 Section 2.4 Holding Over; Rights at Expiration.

 A. Holding Over. If Lessee retains all or any portion of the Leased Premises after the
termination of the Term by lapse of time or otherwise, such holding over shall constitute the
creation of a tenancy at will with respect to such retained portion, terminable by the City at any
time upon thirty (30) days prior written notice to Lessee. Under such tenancy at will, Lessee agrees
to pay to the City as liquidated damages, and not as a penalty, One Hundred Fifty Percent (150%)
of the amount otherwise payable hereunder (at the level applicable for the immediately preceding
Rent Adjustment Date) that would have been due during the period of time Lessee remains in
possession of the Leased Property. All provisions of this Agreement shall remain in full force and
effect during such holdover period. The City’s acceptance of Rent after such termination shall not
result in a renewal of this Agreement, nor affect the City’s right of re-entry or any rights of the
City hereunder or as otherwise provided by law. If Lessee fails to vacate the Leased Premises
despite the City’s termination and demand(s) to vacate, Lessee shall indemnify and hold the City
harmless from all loss or liability including, without limitation, any claim made by any succeeding
lessee resulting from such failure to surrender, together with interest, reasonable attorney’s fees,
costs, and expenses.

 B. Ownership of Improvements Upon Termination. Upon the expiration or termination
of the Term, any Improvements and permanent fixtures on the Leased Premises shall immediately
become property of the City and no compensation will be paid by the City for any such
Improvements or fixtures. Lessee agrees that neither it nor any successor or assign of Lessee will
pursue or file any claim against the City claiming compensation for the cost of any Improvements



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_____________CITY ____________LESSEE

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under a theory of condemnation inverse or otherwise or for any taking and further releases the City
from any claim, presently or in the future, of any damages related to this Section 2.4(B).

 C. Return of Premises. Upon the expiration or termination of the Term, Lessee shall
at its own expense: (i) deliver the Leased Premises to the City in as good a condition as of the
Effective Date (or if later improved, as so improved), the condition of the space prior to it being
delivered is documented in photos included in Exhibit B attached hereto, excepting only casualty,
condemnation, and normal wear and tear; (ii) remove all of Lessee’s personal property (including
its FF&E and trade fixtures, if any) and possessions from the Leased Premises. Lessee shall, at its
sole cost and expense, repair any damage to the Leased Premises caused by Lessee’s removal of
such personal property. Any of Lessee’s personal items remaining in or on the Leased Premises
after the expiration or termination of this Agreement shall be deemed abandoned by Lessee and
become the sole property of the City.

 Section 2.5 City’s Right of Entry.

 A. Inspection of Leased Premises. The City, through its duly authorized agents, shall
have at any time the full and unrestricted right to enter the Leased Premises for the purpose of
periodic inspection for fire protection and maintenance and to investigate compliance with the
terms of this Agreement; provided that, except in the case of emergency, such right shall be
exercised upon reasonable prior notice to Lessee and with an opportunity for Lessee to have an
employee or agent present, and will not unreasonably interfere with Lessee’s Authorized Use of
the Leased Premises. Lessee shall provide the Director of Aviation with serviceable keys to all of
its facilities to permit the exercise of the City’s rights hereunder.

 B. Facility Maintenance. The City, through its duly authorized agents, shall have the
right to enter the Leased Premises, upon reasonable prior notice to Lessee and with an opportunity
for Lessee to have an employee or agent present, to (i) perform essential maintenance, repair,
relocation, or removal of existing underground or overhead facilities owned by the City, including
but not limited to wires, pipes, drains, cables, and conduits located on or across the Leased
Premises, and (ii) to construct, maintain, repair, relocate, and remove such facilities in the future
if necessary to carry out the master plan of development of the Airport, provided that such work
shall not unreasonably disrupt or unduly interfere with the Authorized Use or permitted operations
of Lessee. Nothing herein shall be construed to impose upon the City any obligations to construct
or maintain or to make repairs, replacements, alterations, or additions, or shall create any liability
for any failure to do so, except as otherwise set forth in Section 6.2, Section 6.3, Article VIII, and
this section. Furthermore, nothing herein shall be construed to lessen Lessee’s responsibilities
under Section 6.2. The City shall not be liable for any damage to the Leased Premises, any other
property in Lessee’s possession, or any other persons, improvements, or personal property located
in or thereupon, other than to repair or remedy such damage as may be occasioned by any activity
undertaken by the City under this Agreement.

 Section 2.6 Ownership of Leased Premises.

 The City and Lessee intend and hereby agree that the Leased Premises shall be and
remain the property of the City during the entire term of this Agreement and thereafter.



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 ARTICLE III
 RENTAL; SECURITY DEPOSIT

 Section 3.1 Rent.

 In consideration for the use of the Leased Premises herein granted, Lessee shall pay to the
City the rental amounts as set forth below (the “Rent”).

 A. Base Rent. Beginning on the Effective Date, Lessee shall pay to the City Rent
equaling a total annual sum of THIRTY-FOUR THOUSAND FOUR HUNDRED THIRTEEN
DOLLARS AND EIGHT CENTS ($34,413.08), payable in equal monthly installments of TWO
THOUSAND EIGHT HUNDRED SIXTY-SEVEN DOLLARS AND SEVENTY SIX ($2.867.76)
(the “Base Rent”), calculated as set forth in Section 3.1(C). Rent shall be recalculated to no longer
include Pod #4 after the Relocation Date regardless of whether the City or Lessee triggered the
release of Pod#4

 B. Rent Adjustment. Beginning in the second (2nd) Year of the Term, the Base Rent
shall be increased on each anniversary of the Effective Date during the Term (each a “Rent
Adjustment Date”) by not more than two and one-half percent (2.5%) annually.

 C. Rent Calculation: Pod #1 $917.21, Pod#2, $1,134.23, and Pod#4 $816.32.

 Section 3.2 Insufficient Funds Charge.

 There shall be an extra charge of THIRTY DOLLARS ($30.00) on any check returned
by the bank for insufficient funds or account not existing.

 Section 3.3 Time and Place of Payments.

 Lessee shall pay the City Rent on a monthly basis without demand and in advance on or
before the first (1st) day of each calendar month during the Term. If the Effective Date does not
fall on the first (1st) day of a calendar month, Lessee shall pay to the City, on or before the
Effective Date, Rent prorated for the first (1st) month of the Term. Lessee shall pay to the City
Rent, Additional Rent, and all other amounts due and payable under this Agreement to the City
by check, made at the office of the Director of Aviation, Burlington International Airport,
located at 1200 Airport Drive #1, South Burlington, Vermont 05403, or in the manner otherwise
prescribed by the City after written notice to Lessee.

 Section 3.4 Electronic Payment.

 Upon no less than thirty (30) days prior written notice to Lessee (the “Electronic Payment
Notice”), the City shall have the right to require Lessee to make subsequent payments of Rent,
any additional back rent, and other monies due pursuant to the terms of this Agreement by means
of electronic funds transfer determined by the City in its sole and absolute discretion (the
“Electronic Payment”). The Electronic Payment Notice shall set forth the proper bank ABA
number, account number, and designation of the account to which such Electric Payment shall be
made. Lessee shall promptly notify the City in writing of any additional information that will be
required to establish and maintain Electronic Payment from Lessee’s bank or financial

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institution. The City shall have the right, after at least ten (10) days prior written notice to
Lessee, to change the name of the depository for receipt of any Electronic Payment and to
discontinue payment of any sum by Electronic Payment.

 Section 3.5 Failure to Pay Rent, Fees, or Charges.

 In the event Lessee fails to make timely payment of any Rent, fees, charges, or other
amounts due and payable in accordance with the terms of this Agreement within ten (10) days of
the date due, interest at the rate of two and one half percent (2.5%) shall accrue against the
delinquent amounts from the date due until the date payment is received by the City.
Notwithstanding the foregoing, the City shall not be prevented from utilizing the remedies under
this Agreement or otherwise available at law or in equity to recover such delinquent amounts.

 Section 3.6 Additional Rent.

 Lessee shall pay as Additional Rent hereunder the following payments to the City in the
manner prescribed herein.

 A. Real Estate Taxes. Lessee shall pay the City Lessee’s proportionate share of all real
estate taxes paid by the City assessed against the Leased Premises in the relevant real estate
assessment. Lessee’s proportionate share shall be calculated as the ratio that the total square
footage of the Leased Premises bears to the total square footage of all other land and buildings
included in the real estate assessment.

 B. Casualty Insurance. Lessee shall pay the City Lessee’s proportionate share of all
casualty insurance paid by the City, including any premiums payable by the City covering the
Leased Premises in which the building and improvements are located.

 C. Payment. All payments required this Section 3.6 shall be made in monthly
installments by Lessee to the City on or before the first (1 st) day of each calendar month, in
advance, in an amount estimated by the City as evidenced by a written notice thereof, together
with reasonable supporting documentation, delivered from the City to Lessee before the start of
each Year. Within thirty (30) days after the end of each Year, the City shall provide Lessee with a
statement (a “Reconciliation Statement”) showing in reasonable detail the actual amounts incurred
by the City during such Year. Lessee shall be entitled to inspect and examine and/or have a
reputable independent certified public accountant or other consultant, paid on a non-contingency
basis, selected by Lessee audit the books and records of the City relating to the determination of
the Reconciliation Statement. If Lessee disputes any amounts shown in the Reconciliation
Statement after concluding its audit, Lessee shall give the City a notice specifying in reasonable
detail the basis for Lessee’s disagreement and the amount of the Additional Rent payment refund
Lessee claims is due. Lessee’s notice shall be delivered within ten (10) days after the date Lessee
concludes its audit and no later than six (6) months after Lessee’s receipt of the Reconciliation
Statement. The Parties shall make good faith efforts to reach mutual agreement on the claims made
in Lessee’s notice. If the total amount paid by Lessee under this section for any Year during the
Term shall be less than the actual amount due from Lessee for such Year, Lessee shall pay to the
City the difference between the amount paid by Lessee and the actual amount due within ten (10)
days after (i) Lessee’s receipt of the Reconciliation Statement, (ii) the date Lessee concludes its


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audit, or (iii) the Parties reach mutual agreement on the claims made in Lessee’s notice, as the case
may be. If the total amount paid by Lessee hereunder for any Year of the Term shall exceed such
actual amount due from Lessee for such Year, such excess shall be credited against the next
monthly installment or installments of Additional Rent due from Lessee to the City hereunder or,
if such excess occurs in the last lease Year, it shall be promptly paid to Lessee. For the Years in
which this Agreement commences and terminates, the provisions of this section shall apply, and
Lessee’s liability for its proportionate share of any taxes and assessments and insurance premiums
for such Years shall be subject to a pro rata adjustment based on the number of days of said Years
during which the Term of this Agreement is in effect.

 ARTICLE IV
 OCCUPANCY, USE, AND CONDITIONS OF LEASED PREMISES

 Section 4.1 Condition of Leased Premises.

 Lessee accepts the Leased Premises as is, and subject to the Pod Swap. Lessee releases
the City and holds it and its officers, directors, employees, and agents harmless for any claims
arising out of any condition of the Leased Premises.

Section 4.2 Improvements.

 Lessee shall not make any Improvements without advanced written approval by the City.
Lessee shall be solely responsible for all costs associated with any Improvements, without
reimbursement or further consideration from the City.

 Section 4.3 Access.

 Lessee and Lessee’s Associates may ingress and egress at all times across the common
areas of the Airport (in the areas designated by the City, for the purposes for which they were
designed, and as permitted by Applicable Laws and Regulations) on a non-exclusive basis and to
the extent reasonably necessary for Lessee’s Authorized Use of the Leased Premises. Lessee
shall comply, and shall cause Lessee’s Associates to comply, with any ground vehicle driver
training program the City may require. During special events at the Airport, Lessee
acknowledges that the standard operating procedure at the Airport may be altered such that
egress and ingress to the Leased Premises may be altered by the City. The City will notify
Lessee in writing of any special events or closures that will impede Lessee’s use of the Leased
Premises, at least five (5) days prior to such alteration, and shall provide Lessee with a
reasonable alternative for access to and from the Leased Premises. Lessee’s failure to comply
with the altered procedure is a Default of this Agreement, which shall be subject to the Cure
Period as set forth in Section 10.1(A) .

 Section 4.4 Use of Leased Premises.

 At all times during the Term, Lessee shall use the Leased Premises only for the
Authorized Use, subject to the terms and conditions of this Agreement. Unless otherwise
approved in writing by the City, the Ramp Area shall be used solely for the parking of general
aviation aircraft on which maintenance will be performed by Lessee, per the terms of this
Agreement.

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 Section 4.5 No Unauthorized or Prohibited Use.

 Lessee and Lessee’s Associates shall use the Leased Premises and the Airport only for
the Authorized Use and other purposes that are expressly authorized by this Agreement and shall
not engage in any unauthorized or prohibited use of the same. Prohibited uses include, but are
not limited to: restricting access on any road or other area that Lessee does not lease; placing
waste materials on the Airport or disposing of such materials in violation of any Applicable
Laws and Regulations; non-aeronautical uses that impede the aeronautical utility of the Airport;
any use that would constitute a public or private nuisance or a disturbance or annoyance to other
Airport users; driving a motor vehicle in a prohibited Airport location; the use of parking areas in
a manner not authorized by the City; any use that would interfere with Airport operations,
threaten the safety or efficiency of such operations or Airport users, or violate any Applicable
Laws and Regulations; and any use that would be prohibited by or would impair coverage under
either Party’s insurance policies or would cause an increase in the existing rate of insurance upon
the Leased Premises.

 Section 4.6 Compliance with Laws.

 Lessee shall comply, and cause Lessee’s Associates to comply, with any and all
Applicable Laws and Regulations and all permits and licenses which may be necessary or
required for the Authorized Use, including but not limited to the construction of any
Improvements. Upon the City’s written request, Lessee shall verify, within a reasonable time,
compliance with any Applicable Laws and Regulations. Lessee and Lessee’s Associates shall
also comply with the Airport Security Plan and all lawful, reasonable, and nondiscriminatory
Airport policies. Lessee shall conduct the Authorized Use only in accordance with the Minimum
Standards, as they may be amended from time to time. Lessee’s failure to comply with the
Minimum Standards shall be a breach of this Agreement. Lessee may not park or store any non-
aircraft Vehicles including motorcycles, recreational vehicles, boats, trailers, or any personal
items within the Leased Premises. Lessee shall promptly remove any noncompliant personal
property from the Leased Premises upon written notice from the Director of Aviation.

 Section 4.7 Permits and Licenses.

 Lessee, at its sole cost and expense, shall obtain and maintain in current status all permits
and licenses that are required under any Applicable Laws and Regulations in connection with
this Agreement, including but not limited to the Authorized Use, Lessee’s construction and/or
installation of any Improvements, and Lessee’s use, occupancy, or operations at the Leased
Premises or the Airport. Lessee shall furnish copies of all such permits and licenses to the City
upon the request of the City.

 Section 4.8 Payment of Taxes.

 Lessee shall timely pay all taxes, fees, assessments, and levies related to Lessee’s use,
occupancy, or operations at the Leased Premises or the Airport and all other obligations for
which a lien may be created relating thereto (including, but not limited to, utility charges and
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 Section 4.9 No Liens.

 Lessee shall pay for all labor done or materials furnished in the repair, replacement,
maintenance, development, or improvement of the Leased Premises by Lessee and shall keep the
Leased Premises, Improvements, and Lessee’s interest therein free and clear of any lien or
encumbrance created by Lessee’s act or omission, or that of Lessee’s Associates. Within thirty
(30) days of the filing of any lien or claim, Lessee shall pay all lawful claims made against the
City and discharge all liens filed or which exist against the Leased Premises, the Improvements,
or any other portion of the Airport (other than Lessee’s trade fixtures or trade equipment) to the
extent such claims arise out of or in connection with labor done or materials furnished in the
repair, replacement, maintenance, development or improvement of the Leased Premises.
However, Lessee shall have the right to contest the amount or validity of any such claim or lien
without being in default under this Agreement upon furnishing security in form acceptable to the
City, in an amount equal to one hundred percent (100%) of such claim or lien, which insures that
such claim or lien will be properly and fully discharged in the event that such contest is
determined against Lessee or the City. Lessee shall give timely notice to the City of all such
claims and liens of which it becomes aware. When contracting for any work in connection with
the Leased Premises, Lessee shall include in such contract a provision prohibiting the contractor
or any subcontractor or supplier from filing a lien or asserting a claim against the City’s real
property or any interest therein. Lessee is solely responsible for ensuring that all requirements
are met such that such lien waivers are effective and enforceable.

 Section 4.10 ADA.

 Lessee shall, at its own expense, comply with the standards for accessible design known
as the Americans with Disabilities Act Accessibility Guidelines in designing, constructing, and
operating the Improvements. Lessee shall be subject to this obligation regardless of whether any
Governmental Authority requires the City to be the applicant of record. The City shall, at its
own expense, ensure that the Leased Premises comply with such guidelines.

 ARTICLE V
 REPRESENTATIONS AND WARRANTIES

 Section 5.1 Representations by the City.

 The City represents and warrants that it has the right, power, and legal capacity to enter
into and perform its obligations under this Agreement, has duly executed and delivered this
Agreement, and that this Agreement constitutes a legal, valid, and binding obligation of the City.

 Section 5.2 Representations by Lessee.

 Lessee represents and warrants that it has the right, power, and legal capacity to enter into
and perform its obligations under this Agreement, has duly executed and delivered this
Agreement, and that this Agreement constitutes a legal, valid, and binding obligation of Lessee.




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 ARTICLE VI
 OBLIGATIONS OF LESSEE

 Section 6.1 Plans and Specifications.

 With respect to any Improvements, Lessee shall, at its sole cost and expense, select
qualified architects and engineers to prepare, as applicable, the architectural, site, structural,
mechanical and/or electrical drawings and specifications for the Improvements as required by the
appropriate local planning and zoning authorities and pursuant to this Agreement and all
Applicable Laws and Regulations (collectively, the “Plans and Specifications”). Before
implementing the Plans and Specifications or any changes thereto, Lessee shall obtain the City’s
prior written approval of such Plans and Specifications and any changes thereto, which approval
shall not be unreasonably withheld.

 Section 6.2 Operations and Maintenance.

 The City shall make all capital repairs that it deems reasonably necessary to ensure
continuous and sound operation of the Leased Premises, in its sole discretion, during the Term.
As used herein, “capital repairs” includes repairs to the structure of the building on the Leased
Premises and operating systems, including, without limitation, the foundation, roof, windows,
doors, pavement, HVAC system, plumbing, and electrical. Lessee, at its sole cost and expense,
shall be responsible for maintenance, other than capital repairs, of the Leased Premises, all
Improvements, and all FF&E thereon in a condition that is clean, free of debris, safe, sanitary,
and in good repair (including, without limitation, the Improvements to the foundation, roof,
windows, doors, pavement, HVAC system, plumbing, and electrical). Lessee, at its sole cost and
expense, shall at its own expense create, execute, and maintain a comprehensive snow removal
and landscaping plan for the Leased Premises. Lessee shall perform all work, maintenance, and
repairs in accordance with Applicable Laws and Regulations and in a good and workmanlike
manner. Lessee shall promptly remedy any condition that fails to meet the standards set forth in
this Section 6.2. Without limiting the foregoing obligations, Lessee shall not store on the Leased
Premises any inoperable equipment, discarded or unsightly materials, or materials likely to create
a hazard and shall not use areas outside of enclosed buildings for storage. Lessee shall store trash
in covered metal receptacles and shall not accumulate or permit the accumulation of any trash,
refuse, or debris on the Leased Premises. Any Hazardous Materials shall be governed by
Article 7. Failure to maintain the Leased Premises, Improvements, or FF&E in a state of good
repair or in the condition required by this Section 6.2 shall be a Default, which shall be subject to
the Cure Period as set forth in Section 10.1(A).

 Section 6.3 Utilities.

 Lessee shall furnish to the Leased Premises and pay for all utilities, including but not
limited to telephone, gas, electric power, water, heat, air conditioning, sewer, storm water,
janitorial services, and garbage and trash removal associated with the Leased Premises and shall
make such deposits as are required to secure service. Lessee shall be responsible for any water
or sewer impact fees incurred by Lessee’s use of the Leased Premises. Any repairs of the utility
lines other than those which are the responsibility of the utility service are the responsibility of
Lessee, except that the City shall be responsible for repairing any damages the City causes to the

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utility lines. If utilities are billed to a common meter, Lessee shall pay to the City the pro-rated
amount based on square footage of the Leased Premises, unless such utility usage results from an
activity undertaken by the City within the Leased Premises.

 Section 6.4 Signs.

 Lessee shall not place, or cause to be placed, any sign or signs on the Leased Premises
without the prior written consent of the City, which consent shall not be unreasonably withheld.
In the event Lessee obtains the consent of the City, Lessee shall be responsible for all costs and
labor associated with such signage.

 Section 6.5 Security.

 Lessee shall observe and comply with any and all present and future security regulations
and procedures and operational procedures promulgated from time to time by or at the direction
of the City for the administration of the Airport, including but not limited to training and Secure
Identification Area (SIDA) Badging requirements.

 Section 6.6 Obstruction Lights.

 Lessee shall, at its expense, provide and maintain obstruction lights on any structure on
the Leased Premises if required by the City or FAA regulations. Any obstruction lights so
required shall comply with the specifications and standards established for such installations by
the City or FAA.

 Section 6.7 Trash, Garbage and Other Refuse.

 Lessee shall pick up, and provide for a complete and proper arrangement for the adequate
sanitary handling and disposal, of all trash, garbage, and other refuse caused as a result of its
operation on the Leased Premises. Lessee is responsible for disposal and payment of such
services pursuant to Section 6.3. Lessee shall provide and use suitable covered metal receptacles
for all such garbage, trash and other refuse on the Leased Premises. Lessee shall not pile boxes,
cartons, barrels, pallets, debris or similar items in an unattractive or unsafe manner, on or about
the Leased Premises.

 Section 6.8 Supervision.

 Lessee shall ensure that management, maintenance, and operation of the Leased Premises
shall at all times be under the supervision and direction of an active, qualified, competent
representative of Lessee. Upon the City’s request, Lessee shall identify such representative, and
any successor, in writing to the City.




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 ARTICLE VII
 ENVIRONMENTAL CONDITIONS

 Section 7.1 General Conditions.

 A. Environmental Representations. Notwithstanding any other provisions of this
Agreement, and in addition to any and all other Agreement requirements, and any other covenants
and warranties of Lessee, Lessee hereby expressly warrants, guarantees, and represents to the City,
upon which the City expressly relies that:

 (i) Lessee shall comply, and cause all Lessee’s Associates to comply, with all
 applicable Environmental Laws in connection with its use and occupancy of the Leased
 Premises and accepts full responsibility and liability for such compliance. In the event of
 any noncompliance with Environmental Laws, Lessee shall take prompt and appropriate
 action to address the conditions causing the noncompliance and return to full compliance.

 (ii) Lessee is knowledgeable of any and all Environmental Laws applicable to
 Lessee’s use and occupancy of the Leased Premises, including all operations conducted
 thereto. Lessee shall keep informed of future changes in Environmental Laws.

 (iii)  Lessee and Lessee’s Associates have been fully and properly trained in the
 handling and storage of all Hazardous Materials and other pollutants and contaminants
 regularly used by Lessee or Lessee’s Associates on the Leased Premises, and such
 training complies with any and all applicable Environmental Laws.

 (iv) Lessee agrees that it will neither handle nor store any Hazardous Materials
 on the Leased Premises in excess of, and excepting, those quantities required to carry out
 the Authorized Use, if any, and that all such Hazardous Materials will be stored, used,
 and disposed of in accordance with all applicable Environmental Laws.

 (v) Lessee shall provide the City satisfactory documentary evidence of all
 such requisite legal permits and notifications required under any Environmental Law.

 (vi)  Lessee agrees to cooperate with any investigation, audit, or inquiry by the
 City or any Governmental Authority regarding possible violation of any Environmental
 Laws at the Leased Premises.

 B. Generator of Hazardous Waste. If Lessee is deemed to be a generator of Hazardous
Materials or hazardous waste, as defined by applicable Environmental Laws, Lessee shall obtain
an EPA identification number and the appropriate generator permit and shall comply with all
Environmental Laws imposed upon a generator of hazardous waste including, but not limited to,
ensuring that the appropriate transportation and disposal of such materials are conducted in full
compliance with Environmental Law.

 C. Inventory List. Lessee shall maintain an accurate inventory list (including
quantities) of all such Hazardous Materials on the Leased Premises, whether stored, disposed of,
or recycled by Lessee, which shall be available for inspection at any time on the Leased Premises
by the City, fire department officials, or other personnel of Governmental Authorities having

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jurisdiction over the Leased Premises, for implementation of proper storage, handling, and disposal
procedures.

 D. Notification and Copies. Notification of all activities relating to Hazardous
Materials by Lessee shall be provided on a timely basis to the City or such other Governmental
Authorities as required by the applicable Environmental Laws. In the event of any release or
threatened release of Hazardous Materials caused by or discovered by Lessee or any Lessee
Associate at, on, under, or about the Leased Premises, Lessee shall provide notice to the City of
all known facts pertinent to such release or threatened release within twenty-four (24) hours. In
the event any claim, demand, complaint, or action arising under Environmental Laws is made or
taken against Lessee with respect to activities on the Leased Premises, or if Lessee receives any
notice pertaining to Lessee’s failure or alleged failure to comply with any Environmental Laws at
the Leased Premises, Lessee shall notify the City of all known facts pertinent to such claim,
demand, complaint, action, or notice, and shall provide the City with copies of any and all claims,
demands, complaints, notices, or actions so made no later than three days following receipt of the
same. If Lessee is required by any Environmental Laws or applicable Governmental Authority to
file any notice or report of a release or threatened release at, on, under or about the Leased
Premises, Lessee shall simultaneously provide a copy of such notice or report to the City. Lessee
shall provide to the City the name of Lessee’s twenty-four (24)-hour emergency coordinator and
his or her phone number in case of any release, spill, leak, or other emergency situation involving
Hazardous Materials at the Leased Premises.

 E. Environmental Permits. Lessee at its expense, shall obtain, maintain, and comply
with any and all permits required by any Environmental Laws to conduct the activities or business
in which Lessee or Lessee’s Associates will engage on the Leased Premises. Lessee agrees to
provide the City copies of all permit application materials, permits, monitoring reports,
environmental response plan, and regulated materials storage and disposal plans relating to the
Leased Premises.

 F. Recordkeeping. Lessee shall maintain, in an orderly and easily accessible manner,
all correspondence and communications with any Governmental Authority, records, or other
information evidencing its compliance with all Environmental Laws for all Hazardous Materials
brought upon, kept, used, stored, generated or disposed of in, on or about the Leased Premises, or
transported to or from the Leased Premises by Lessee or Lessee’s Associates. Lessee must maintain
these records for the period of time as is required by Environmental Laws or three (3) years
following termination of this Agreement, whichever time is longer; provided that, prior to their
destruction, the City shall be provided notice and a reasonable opportunity to request delivery of
an electronic copy of such records.

 G. Review of Environmental Documents. At the City’s written request, Lessee shall
make available for inspection and copying, upon reasonable notice and at reasonable times, any
and all non-privileged correspondence and communications with Governmental Authority,
records, or other information, to the extent required to be maintained pursuant to this Article 7,
evidencing its compliance with all Environmental Laws for all Hazardous Materials brought upon,
kept, used, stored, generated, managed, or disposed of in, on, or about the Leased Premises, or
transported to or from the Leased Premises by Lessee or Lessee’s Associates.


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 H. Access for Environmental Inspection. The City shall have access to the Leased
Premises upon reasonable prior written notice to inspect the same in order to confirm that Lessee
is in compliance with the requirements of this Article 7; provided, however, that the City may enter
the Leased Premises for such purposes without prior written notice in the event of an emergency
that, in the City’s reasonable discretion, poses an imminent risk of material harm to the
environment or human health pursuant to Environmental Laws, as determined by the City. Lessee
agrees to fully cooperate with any such inspections; provided that such inspections shall not
unreasonably interfere with Lessee’s operations. If the City reasonably believes or has received
information leading it to reasonably believe that Lessee’s operations are not in compliance with
the requirements of this Article 7, and Lessee fails to produce documentation or other evidence of
Lessee’s compliance within a reasonable timeframe following receipt of written request by the
City, then, the City may request, and Lessee shall conduct, such inspection, testing, and analysis
as the City reasonably deems necessary to ascertain whether Lessee is in compliance with this
Article 7. Lessee shall pay all actual costs associated with any such environmental inspection,
testing, and analysis. Any such tests shall be conducted by qualified independent environmental
consultants chosen by Lessee, but such environmental consultants, and the scope and the methods
of such investigation, shall be subject to the City’s approval, which shall not be unreasonably
withheld. Lessee shall provide copies of any and all relevant reports prepared by such experts to
the City within a reasonable time after Lessee receives such reports.

 I. Violations. If the City receives a notice from any Governmental Authority asserting
a violation by Lessee of any Environmental Laws at or relating to the Leased Premises or Lessee’s
covenants and agreements contained herein, or if the City otherwise has reasonable grounds upon
which to believe that such a violation has occurred, the City or its duly appointed consultants shall
have the right, but not the obligation, to enter the Leased Premises and/or perform environmental
site assessments for the purpose of determining whether there exists any environmental condition
that could result in any liability, cost, or expense to the City. The City shall perform such tests on
the Leased Premises as may be necessary, in the opinion of the City or its duly appointed
consultants, acting reasonably, to conduct a prudent environmental site assessment; provided,
however, such environmental site assessment shall not unreasonably interfere with Lessee’s
operations or use and enjoyment of the Leased Premises unless Lessee’s alleged violation or
environmental condition poses a risk to the health, safety, or security of Airport users or Airport
operations. If Lessee receives a written notice of violation, written notice of an enforcement action,
or other written notice of noncompliance, Lessee shall provide a copy of same to the City within
three (3) days of receipt by Lessee or Lessee’s agent.

 Section 7.2 Obligations upon Termination; Remediation.

 A. Removal of Hazardous Materials. Upon any expiration or termination of this
Agreement, Lessee shall demonstrate to the City’s reasonable satisfaction that Lessee has removed
any and all Hazardous Materials and is in compliance with applicable Environmental Laws. Such
demonstration may include, but is not limited to, independent analysis and testing to the extent
that facts and circumstances warrant analysis and testing, such as evidence of past violations or
specific uses of the Leased Premises. Lessee shall provide the City with copies of all waste
manifests for Hazardous Materials removed from the Leased Premises at least thirty (30) days
prior to the termination or expiration date of the Agreement. If Lessee or Lessee’s Associates cause
a release of Hazardous Materials or otherwise cause the contamination of the Leased Premises

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constituting a violation of Environmental Law, Lessee shall bear all costs and responsibility for
the required clean up and remediation to the extent required by an applicable Governmental
Authority for compliance with Environmental Laws, and shall indemnify and hold the City
harmless therefrom.

 B. Remediation. Lessee, at its sole cost and expense, shall undertake all necessary
steps to remedy and remediate a release of Hazardous Materials or other condition on the Leased
Premises, as required for compliance with applicable Environmental Laws or the requirements of
this Agreement to the extent caused by, or resulting from the activities, conduct, or omissions of
Lessee or its Lessee’s Associates. The remediation must continue until the Governmental
Authorities with jurisdiction determine that no further action is necessary for compliance with
applicable Environmental Laws. Notwithstanding the foregoing, Lessee shall be obligated to
clean-up and remediate the Leased Premises to achieve such standards or clean-up levels as are
reasonably required for the City’s future commercial use of the Leased Premises. If the City is
unable, after commercially reasonable efforts, to lease the Leased Premises during any period of
cleanup and remediation due to the environmental condition or cleanup work being performed for
a period of one year following termination or expiration of this Agreement, in addition to any other
damages, Lessee shall be responsible for payment of lost rent or lost use to the City.

 C. Step-In Rights. Notwithstanding Lessee’s obligations under this Article 7, the City
and any Governmental Authorities shall at all times have the right, should Lessee fail to comply
with its obligations under Section 7.2, after reasonable advance written notice, which shall include
a reasonable opportunity to cure (except where a Governmental Authority other than the City is
empowered by Applicable Law to act without notice), or immediately, if necessary to prevent
additional harm to the environment, to take any and all actions as they individually or collectively
may reasonably deem necessary to cease, contain, investigate, remediate, or otherwise respond to
a condition which results from, causes, or threatens to cause a release of Hazardous Materials or
other condition in violation of Environmental Laws at, under, or about the Leased Premises.
Lessee agrees to cooperate with any and all such actions.

 Section 7.3 No Liability for Business Interruption.

 The City shall not be responsible to Lessee or any Lessee Associate for any Hazardous
Materials in existence in, on, under, or migrating from the Leased Premises or at the Airport,
which condition may interfere with Lessee’s business or other operations or activities, or which
might otherwise cause damages to Lessee through loss of business, destruction of property, or
injury to Lessee, Lessee’s Associates, customers, or clients, except to the extent such conditions
are caused by the actions or omissions of the City or otherwise existed in, on or under the Leased
Premises prior to Lessee’s first occupancy thereof (which may pre-date the Effective Date),
except to the extent exacerbated by Lessee’s acts or omissions.

 Section 7.4 Environmental Indemnification.

 A. Indemnification of the City. In addition to any indemnification set forth elsewhere
in this Agreement, Lessee hereby indemnifies and agrees to defend and hold harmless the City
from all costs, claims, demands, actions, liabilities, complaints, fines, citations, violations, or
notices of violation arising from or attributable to: (i) a presence or release of Hazardous

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Materials caused by Lessee or any of Lessee’s Associates at the Leased Premises, or the
subsurface, waters, air, or ground thereof, in excess of levels allowable by Environmental Laws
or in violation of any Environmental Laws due to Lessee’s or Lessee’s Associate’s management,
control, authorization, handling, possession, or use of Hazardous Materials; (ii) any breach by
Lessee of any of its warranties, representations, or covenants in this Article 7; (iii) Lessee’s
violation of Environmental Laws at or affecting the Leased Premises or in the course of Lessee’s
operation thereof; or (iv) Lessee’s remediation of, or failure to remediate, Hazardous Materials as
required by this Agreement. Lessee’s obligations hereunder will survive the termination or
expiration of this Agreement, and will not be affected in any way by the amount of or the
absence in any case of covering insurance or by the failure or refusal of any insurance carrier to
perform any obligation on its part under insurance policies affecting the Leased Premises or any
part thereof, except that, in the event that the City recovers funds from insurance carriers in
connection with claims associated with (i), (ii), (iii), or (iv) above, the City may not recover the
same funds from Lessee. Notwithstanding the foregoing, Lessee shall have no indemnification
obligation under this Section 7.4 for any costs, claims, demands, actions, liabilities, complaints,
fines, citations, violations, or notices of violation arising from or attributable to any release or
existence of Hazardous Materials in, on or under the Leased Premises prior to the date of
Lessee’s first occupancy of the Leased Premises (which may pre-date the Effective Date), except
to the extent materially exacerbated by Lessee or any of Lessee’s Associates or invitees.

 Section 7.5 Remedies Cumulative.

 Lessee agrees that all remedies of the City as provided in this Article 7 with regard to
Hazardous Materials or violations of any Environmental Laws shall be deemed cumulative in
nature and the City’s right to indemnification as provided under this Article 7 shall survive the
termination of this Agreement.

 Section 7.6 Survival.

 Notwithstanding anything to the contrary, the obligations of this Article 7 shall survive
any termination or expiration of this Agreement.

 ARTICLE VIII
 OBLIGATIONS OF THE CITY

 Section 8.1 Delivery of Leased Premises.

 Upon the Effective Date, the City shall deliver to Lessee the Leased Premises vacant and
professionally cleaned, and with all systems of the Existing Facilities operational.

 Section 8.2 Access.

 The City shall ensure reasonable ingress and egress at all times to and from the Leased
Premises for Lessee as set forth in Section 4.3.




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 Section 8.3 Snow Removal.

 The City is responsible for snow removal in the Parking Lot. The Lessee shall assist with
snow removal and salting of customer entrances to the Leased Premises during and immediately
in advance of Lessee’s regular business hours.

 ARTICLE IX
 INSURANCE AND INDEMNIFICATION

 Section 9.1 Insurance.

 Throughout the Term of this Agreement, Lessee shall obtain and maintain insurance in
the types and amounts required under this Section 9.1.

 A. Insurance Certificates. Lessee shall submit certificates of insurance to the City
prior to the Effective Date and annually thereafter. Lessee shall provide to the City certificates of
insurance listing “City of Burlington, Burlington International Airport” as the certificate holder
and containing information reasonably required by the City, including but not limited to (i) the
name, address, and contact information of the authorized agent, Lessee as the insured, and the City
as certificate holder; (ii) the name of the insurance company; (iii) description of policies, including
coverage types and amounts; (iv) policy number(s) and period(s); (v) limits of liability; and (vi)
the signature of the authorized agent.

 B. Additional Insured. Each required insurance policy as it relates to the Leased
Premises, the Improvements, and Lessee’s Authorized Use thereof, shall name the City as an
additional insured and loss payee, with the specific exception of professional liability workers
compensation insurance.

 C. Policy Provisions. Each of the insurance coverage required herein (i) shall be
issued by a company licensed by the State of Vermont to transact the business of insurance in the
State of Vermont for the applicable line of insurance, and (ii) shall be issued by an insurer with a
Best Policyholders Rating of “A-/VIII” or better by the latest Best Insurance Report or has an
analogous rating from a comparable rating service approved by the City. All insurance coverages
required under this Agreement, except for workers’ compensation, shall include the City and its
officers, agents, and employees as additional named insured, provide thirty (30) days’ prior written
notice of cancellation, change, or intent not to renew the insurance, a waiver of subrogation, and
list any and all exclusions. Each such policy a provision stating that the policy shall not be subject
to invalidation as to any insured by reason of any act or omission of another insured or any of its
officers, employees, agents, or other representatives and shall contain a clause to the effect that
such policies and the coverage evidenced thereby shall be primary with respect to any policies
carried by the City, and that any coverage carried by the City shall be excess insurance. In no event
shall the limits of said policies be considered as limiting the liability of Lessee under this
Agreement.

 D. Insurance Coverages. Lessee’s liability under this Agreement shall not be limited
to the amount of insurance carried. Any changes to insurance are at the sole expense of Lessee.
Types and limits of insurance required as of the Effective Date are as follows:


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 (i) Commercial General Liability Insurance. Lessee shall maintain
 Commercial General Liability Insurance naming the City as additional insured on a
 primary, non-contributory basis which shall include, but need not be limited to, coverage
 for bodily injury and property damage (including aircraft) arising from premises and
 operations liability, products and completed operations liability, personal injury, and
 advertising liability, contractual liability, fire legal liability, blasting and explosion,
 collapse of structures, underground damage liability and excess business auto liability
 coverage.. The Commercial General Liability Insurance shall provide at minimum limits
 of $2,000,000 per occurrence, $2,000,000 aggregate in year 1; $2,000,000 per occurrence
 and $4,000,000 aggregate in year 2 and $4,000,000 per occurrence and $4,000,000
 aggregate in year 3

 (ii) Workers’ Compensation and Employer’s Liability. Lessee shall provide
 Workers’ Compensation Coverage in accordance with the statutory limits as established
 by the State of Vermont and with a minimum limit for employer’s liability no lower than
 the following: $500,000.00 per accident (bodily injury by accident) and $500,000.00
 policy limit, and $500,000.00 per employee (bodily injury by disease). Lessee shall
 require all contractors and subcontractors performing work or occupying the Leased
 Premises under this Agreement to obtain an insurance certificate showing proof of
 Workers’ Compensation coverages and Lessee shall require from its general contractor(s)
 that all subcontractors submit certificates of such insurance to the City prior to
 performing work or occupying the Leased Premises.

 (iii) Commercial Business Automobile Liability Insurance. Lessee shall
 provide Commercial Business Automobile Liability Insurance, which shall include
 coverage for bodily injury and property damage liability arising from the operation of any
 owned, non-owned, or hired automobile. The Commercial Business Automobile Liability
 Insurance Policy shall provide not less than $1,000,000 Combined Single Limits for each
 accident.

 (iv) Builder’s Risk Insurance. During the construction of the Improvements,
 any major renovation (defined to mean with a cost in excess of $100,000), or major
 reconstruction of all or any portion of the Improvements, Lessee shall provide, or cause
 its contractor to provide, a Builder’s Risk Insurance Policy to be made payable to the City
 and Lessee as their interests may appear, but in all instances subject to the terms and
 conditions of any Leasehold Mortgage and the requirements of any mortgagee. The
 policy amount should be equal to 100% of the contract amount under any construction
 contract applicable to any such construction, renovation, or reconstruction. All
 deductibles shall be the sole responsibility of Lessee or the contractor, and in no event
 shall the amount of any deductible exceed $250,000.00. The policy shall be endorsed
 substantially as follows:

 “The following may occur without diminishing, changing, altering or otherwise
 affecting the coverage and protection afforded the insured under this policy: (i)
 furniture and equipment may be delivered to the insured premises and installed in
 place ready for use; and (ii) partial or complete occupancy by Lessee; and (iii)
 performance of work in connection with construction operations insured by

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 Lessee, by agents or sublessees or other contractors of Lessee, or by contractors
 of Lessee.”

 (v) Property Insurance. Upon completion of the construction, renovation, or
 reconstruction of the Improvements (as may be applicable), during the Term, Lessee shall
 provide an “all risk” Property Insurance Policy to be made payable to the City and Lessee
 as their interests may appear. The policy amount should be equal to 100% of the
 replacement value of the completed Improvements and shall include replacement cost,
 demolition cost, and increased cost of construction endorsements. All deductibles shall
 be the sole responsibility of Lessee, and in no event shall the amount of the “all risk”
 deductible exceed $100,000.00. Any improvements constructed by Lessee upon the
 Leased Premises shall be constructed and maintained at Lessee’s risk.

 E. Maintaining Coverage; Modification. The City may require certificates of
insurance for any insurance policies entered into by Lessee, and Lessee is responsible for annually
verifying and confirming in writing to the City that all sub-contractors, agents, operators, or
workers meet the minimum coverage and limits plus maintain current certificates of coverage, and
that all work activities related to this Agreement shall meet minimum coverage and limits, with
any sub-contractors, agents, operators or workers complying with the same insurance requirements
as Lessee. The City reserves the right to review the insurance coverage requirements upon
Lessee’s exercise of the Option Term to ensure that the specified coverages and limits remain
commercially reasonable for similar improvements and facilities, and Lessee shall modify its
coverage upon commencement of the Option Term at Lessee’s sole expense upon the reasonable
request of the City if the specified coverages and limits are no longer commercially reasonable for
similar improvements and facilities.

 F. Application to Others. Lessee shall require all contractors, subcontractors, agents,
or workers performing work or occupying the Leased Premises to be properly licensed and to
obtain insurance coverage meeting the requirements of this Section 9.1 as evidence on a certificate
of insurance. Lessee shall require that all such persons submit certificates of such insurance to the
City prior to performing work or occupying the Leased Premises. The insurance provisions herein
shall likewise apply to any permitted sublessee or assign of Lessee. Any sublessee must comply
with the provisions as set forth in this Article 9.

 Section 9.2 Lessee’s Indemnification and Duty to Pay Damages.

 A. Lessee shall, from and after the Effective Date, defend, indemnify and hold
harmless the City, its officers and employees, from and against all loss, liability, damages, claims,
proceedings, costs (including costs of defense and reasonable attorneys’ and professionals’ fees
incurred in defense or incurred in enforcement of this indemnity), expenses, demands, suits and
causes of action (all of the foregoing collectively referred to as “Liabilities”) arising out of or in
connection with the following, except to the extent such Liabilities, damage, death, or injury are
caused by or arise from the willful misconduct or negligence of the City:

 (i) Damage to the Leased Premises or death or injury to any person sustained
 on or about the Leased Premises, or arising (directly or indirectly) out of or in connection
 with Lessee’s possession, use, occupation, or control of the Leased Premises;

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 (ii) Damage to any property or death or injury to any person anywhere
 occasioned, or claimed to have been occasioned, by any willful misconduct or any
 negligent act or omission of Lessee or Lessee’s Associates; and

 (iii) Any breach or default of this Agreement by Lessee or Lessee’s
 Associates.

 B. The City shall not be liable to Lessee for any damage by or from any act or
negligence of any owner, tenant, occupant, user of adjoining or contiguous property.

 C. Lessee agrees to pay for all damages of Leased Premises caused by Lessee’s use,
misuse, or neglect thereof.

 D. Lessee shall be responsible and liable for the conduct of Lessee’s Associates in and
around the Leased Premises.

 E. Lessee shall give prompt and timely notice to the City (and copying the Burlington
City Attorney’s Office) of any claim made or suit instituted in connection with the Leased
Premises, which, in any way, directly or indirectly, contingently or otherwise, affects or may affect
the City, the Leased Premises, or the Airport, and of which Lessee has actual knowledge.

 F. Lessee shall reimburse the City for costs associated with violations issued by state
and federal Governmental Authorities in connection with the Leased Premises and resulting from
Lessee’s misconduct, incompetence, or negligence as reasonably determined by the City. Such
violations include, but are not limited to, letters of investigation issued by TSA.

 Section 9.3 Performance Bond and Payment Bond.

 During the construction of any major renovation or major reconstruction with a cost in
excess of $500,000 of all or any portion of the Improvements, Lessee shall deliver to the City, at
the time of execution of a subsequent contract related to such reconstruction work, evidence of,
(i) a performance bond of Lessee’s contractor equal to 100% of the completed value of the work
with Lessee named as a co-obligee, and (ii) a labor and materials payment bond from Lessee’s
contractor in the amount equal to 100% of the completed value with Lessee named as a co-
obligee. This Section 9.3 shall not apply with respect to the initial construction of the
Improvements.

 ARTICLE X
 DEFAULT AND REMEDIES

 Section 10.1 Termination by the City.

 A. Lessee Default. The occurrence of any of the following events shall constitute a
default by Lessee (“Default”) under this Agreement unless cured within the time period set forth
in this subsection (A) (the “Cure Period”):




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 (i) Lessee fails to timely pay any Rent, Additional Rent, or other amount due
 under this Agreement and such nonpayment shall continue for a period of ten (10)
 business days after written notice thereof from the City;

 (ii) Lessee or Lessee’s Associates violate any requirement under this
 Agreement (including, but not limited to, violation of any Applicable Laws or
 Regulations or failure to maintain the Leased Premises or the Improvements located
 thereon), other than the violations referred to in the foregoing subsection (i), and such
 default shall continue for a period of thirty (30) days after written notice from the City to
 Lessee specifying the items in default, or in case of a default or contingency which
 cannot with due diligence be cured within said thirty (30) day period, Lessee fails to
 proceed within said thirty (30) day period to commence to cure the same and thereafter to
 prosecute the curing of such default with due diligence (it being understood that the time
 of Lessee within which to cure shall be extended for such period as may be necessary to
 complete the same with all due diligence);

 (iii)  Lessee abandons the Leased Premises for a period of sixty (60)
 consecutive days or more;

 (iv) Lessee assigns or encumbers any right in this Agreement, delegates any
 performance hereunder, or subleases any part of the Leased Premises (except as expressly
 permitted in this Agreement);

 (v) Lessee files a voluntary petition in bankruptcy or has a petition filed
 against Lessee in bankruptcy, insolvency, or for reorganization or appointment of a
 receiver or trustee, which petition is not dismissed within sixty (60) days;

 (vi) Lessee petitions for or enters into an arrangement for the benefit of
 creditors, or suffers this Agreement to become subject to a writ of execution and such
 writ is not released within thirty (30) days; or

 (vii) Lessee dissolves.

 B. Termination for Lessee Default. In the event of a Default, if Lessee fails to cure
such Default within the applicable Cure Period, the City may terminate this Agreement upon sixty
(60) days prior written notice to Lessee.

 C. Remedies for Failure to Pay Rent. In addition to the remedies under
Section 10.1(B) and those otherwise available at law or in equity, if Lessee fails to timely pay any
Rent required by this Agreement and fails to cure the same within the applicable Cure Period, the
City may:

 (i) Terminate this Agreement in accordance with Section 10.1(B), resume
 possession of the Leased Premises, and recover immediately from Lessee the differences
 between the Rent and the fair rental value of the Leased Premises, together with the
 Improvements, for the remainder of the Term, provided that the City makes good faith
 efforts to mitigate Lessee’s damages; or


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 (ii) Resume possession and relet the Leased Premises and the Improvements
 thereon for the remainder of the Term, and recover from Lessee, at the end of the Term or
 at the time each payment of Rent comes due under this Agreement as the City may
 choose, the difference between the Rent and the rent received on the re-leasing or renting,
 provided that the City makes good faith efforts to mitigate Lessee’s damages.

 D. Reservation of Rights. Notwithstanding the foregoing, the City reserves all rights
and remedies at law or in equity to recover for any uncured Default or other violation of this
Agreement resulting in damages, loss, or harm to the City. This Section 10.1(D) shall survive
expiration or termination of this Agreement for a period of two (2) years.

 Section 10.2 Termination by Lessee.

 Lessee may terminate this Agreement upon thirty (30) days prior written notice to the City
in the event one of the following events occur:

 A. Injunction. The issuance by any court of competent jurisdiction of an injunction,
order, or decree preventing or restraining the use by Lessee of all or any substantial part of the
Leased Premises, which remains in force, unvacated, or unstayed for a period of at least sixty (60)
consecutive days.

 B. City Default. The failure of the City to perform a material obligation required of
the City under this Agreement within thirty (30) days after written notice by Lessee to the City. If
the nature of the City’s obligation is such that more than thirty (30) days are reasonably required
for performance or cure, the City shall not be in default if the City (i) provided notice to Lessee
that its cure of an alleged violation is reasonably expected to take more than thirty (30) days, and
(ii) it commences performance within such thirty (30) day period and thereafter diligently
prosecutes the same to completion.

 Section 10.3 Survival.

 The provisions of this Article 10 and the remedies and rights provided herein shall
survive any expiration or termination of this Agreement.

 ARTICLE XI
 ASSIGNMENT AND SUBLEASING

 Section 11.1 Assignment by Lessee.

 A. Lessee shall not assign any of its rights under this Agreement, including, but not
limited to, rights in any Improvements, (whether such assignment is voluntarily or involuntarily,
by merger, consolidation, dissolution, change in control, or any other manner), and shall not
delegate any performance under this Agreement, except with the prior written consent of the City,
which may be granted or withheld in the City’s sole discretion. As a condition of obtaining such
consent, the transferee receiving any such right shall be required to execute a new lease agreement
provided by the City. Regardless of the City’s consent, Lessee shall not be released from any
obligations for matters arising during the time when this Agreement is in effect. Any purported
assignment or delegation of rights or delegation of performance in violation of this section is void.

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Notwithstanding anything to the contrary, the City’s consent shall not be required with respect to
an assignment to a direct or indirect Affiliate of Lessee so long as the ultimate parent company,
currently Beta Technologies, Inc., a Delaware corporation, remains liable for the obligations of the
tenant under this Agreement. As used in this Agreement, “Affiliate” means a person or entity that
Controls, is Controlled by, or is under common Control with another person or entity, and
“Control” or “Controlled” means ownership of more than fifty percent (50%) of the outstanding
voting stock of a corporation, or other majority equity and control interest of an entity which is not
a corporation, or the possession of power to direct or cause the direction of the management and
policy of such corporation or other entity, whether through the ownership of voting securities, by
statute or according to the provisions of a contract.

 B. Upon the termination of this Agreement, Lessee hereby assigns, transfers, and
coveys to the City, without warranty and to the extent assignable by Lessee without requiring third-
party consents, the following:

 (i) The right to the use of the Plans and Specifications to the extent owned by
 Lessee;

 (ii) Any copyright interests in the Plans and Specifications held by Lessee;
 and

 (iii) The right to enforce, in Lessee’s own name as a proper party, any
 subcontracts related to the Improvements or other maintenance or services contracts in
 force with respect to the Leased Premises or Improvements and any warranties arising
 under any of them or in connection with the performance thereof, as the case may be.

 Section 11.2 Subleasing by Lessee.

 Lessee shall not sublease any portion of the Leased Premises or Improvements without
prior written consent of the City, which may be granted or withheld in the City’s sole but
reasonable discretion. Any sublease or sublease form approved by the City must, at a minimum,
be subordinate to this Agreement and provide the City with the right of attornment in the event
of Lessee’s default under this Agreement or the expiration or termination of this Agreement.
Any sublessee must comply with the provisions as set forth in this Article 11. Notwithstanding
anything to the contrary, the City’s consent shall not be required with respect to any sublease to a
direct or indirect Affiliate of Lessee.

 Section 11.3 Assignment by City.

 The City shall have the right, in the City’s sole discretion, to assign any of its rights under
this Agreement (and in connection therewith, shall be deemed to have delegate its duties), and
upon any such assignment, Lessee agrees that Lessee shall perform its obligations under this
Agreement in favor of such assignee.

 Section 11.4 Encumbrances.

 Lessee shall not encumber or permit the encumbrance of the City’s title to the Leased
Premises. Lessee shall not encumber or permit the encumbrance of Lessee’s leasehold interest in

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the Leased Premises, the Improvements, or any of Lessee’s rights under this Agreement,
including through any leasehold financing, without the City’s prior written consent, which may
be granted or withheld in the City’s reasonable discretion. Lessee shall not record this
Agreement or any document or interest relating thereto. Any purported encumbrance of rights in
violation of this Section 11.4 is void.

 ARTICLE XII
 MISCELLANEOUS PROVISIONS

 Section 12.1 Notices.

 Any notices to be given pursuant to this Agreement shall be sufficient if given by a
writing deposited in the United States mails, certified mail or registered mail, return receipt
requested, postage prepaid, by commercial courier, provided the courier’s regular business is
delivery service and provided further that it guarantees delivery to the addressee by the end of
the next business day following the courier’s receipt from the sender, by email (provided the
electronic process used is reasonably secure and not easily susceptible to manipulation and that if
notice is delivered by email, notice must also be delivered by one of the other methods described
above unless the recipient or its counsel waives for foregoing) addressed as follows:

 To the City: To Lessee:
 City of Burlington Aerodyme Corporation
 Attn: Office of the City Attorney Attn: Jim Richards
 City Hall, 149 Church St. 274 Valley Road
 Burlington, VT 05401 South Burlington, VT 05403
 Email: jrichards@aerodyme.com

 with a copy to:
 Patrick Leahy Burlington International Airport
 Attn: Director of Aviation
 1200 Airport Drive
 South Burlington, VT 05403
 Email: director@btv.aero


or to such other address as the addressee may designate in writing by notice to the other Party
delivered in accordance with the provisions of this Section 12.1. Any such notice or other
communication shall be deemed given: (i) if mailed, three days after being deposited in the mail,
properly addressed and with postage prepaid; (ii) if sent by courier, the next day after being
deposited with the courier, properly addressed and with prepaid; (iii) if sent by email, when
transmitted, provided that the sender does not receive an automated delivery failure or “out of
office” message.




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 Section 12.2 No Waiver.

 The waiver by the City of any breach of any term, covenant, or condition herein
contained shall not be deemed to be a waiver of such term, covenant or condition or any
subsequent breach of the same or any other term, covenant or condition herein contained. The
subsequent acceptance of Rent hereunder by the City shall not be deemed to be a waiver of any
preceding breach by Lessee of any term, covenant, or condition of this Agreement, other than the
failure of Lessee to pay the particular Rent so accepted, regardless of the City’s knowledge of
such preceding breach at the time of acceptance of such Rent.

 Section 12.3 Lessee’s Subordination.

 The City represents and warrants to Lessee that there are no mortgages, trust indentures,
or other security interests encumbering the Leased Premises as of the Effective Date. Lessee
hereby subordinates and makes this Agreement inferior to all future mortgages, trust indentures,
or other security interest of the City or the City’s successor in interest. Lessee shall execute and
deliver any documents required to evidence and perfect such subordination, provided that the
holders or beneficiaries under such mortgages, trust indentures, or other security interests
provide, for the benefit of Lessee, a non-disturbance agreement in a commercially reasonable
form.

 Section 12.4 Relocation.

 In the event that proper, planned, and orderly development of the Airport shall require
that the City devote any part of the Leased Premises to a different use than that contemplated by
this Agreement, or in the case of an emergency, the City shall have the right—upon not less than
three (3) years’ advance written notice to Lessee and without cost or expense to Lessee—to
relocate all or part of the Leased Premises. Said relocated premises shall be of no less area, as
conveniently located as is reasonable considering all demands for space at the Airport, and shall
be replacement premises of the same or substantially similar quality as those premises vacated.
All of Lessee’s fixed improvements shall, without cost or expense to Lessee, be relocated or
replaced on said relocated premises. All terms and conditions of this Agreement, except the
description of the Leased Premises, shall apply to said relocated premises.

 Section 12.5 Subordination to Grant Assurances.

 This Agreement shall be subject and subordinate to the provisions of any existing or
future agreements between the City and the United States of America, relative to the operation
and maintenance of the Airport, the terms and execution of which have been or may be required
as a condition precedent to the expenditure or reimbursement to the City of federal funds for the
development of the Airport (“Grant Assurances”). In the event that this Agreement, either on its
own terms or by any other reason, conflicts with or violates any such Grant Assurances, the City
has the right to amend, alter or otherwise modify the terms of this Agreement in order to resolve
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 Section 12.6 Non-Interference With Operation of the Airport.

 Lessee expressly agrees for itself, its successors and assigns, and all other Lessee’s
Associates that Lessee shall not conduct operations in or on the Leased Premises in a manner that
(i) interferes or might interfere with Airport operations or the reasonable use by others of other
leased spaces or common facilities at the Airport, (ii) hinders or might hinder police, fire
fighting, or other emergency personnel in the discharge of their duties, (iii) would or would be
likely to constitute a hazardous condition at the Airport, (iv) would or would be likely to increase
the premiums for insurance policies maintained by the City unless such operations are not
otherwise prohibited hereunder and Lessee pays the increase in insurance premiums occasioned
by such operations, (v) is contrary to any applicable Grant Assurance; (vi) would contradict or
violate any Applicable Laws or Regulations, directive, or similar restriction issued by any
Governmental Authority having jurisdiction over the Airport, including the City, FAA,
Homeland Security, TSA, and Customs and Border Patrol, or (vii) would involve any illegal
purposes, (viii) directly or indirectly interferes with the operation by the City or the FAA of air
navigational, communication, or flight equipment on the Airport. In the event this covenant is
breached, the City reserves the right, after prior written notice to Lessee, to enter upon the
Leased Premises and cause the abatement of such interference at the expense of Lessee. The
City shall have the right to take any action it considers necessary to protect aerial approaches of
the Airport against obstructions, together with the right to prevent Lessee from erecting or
permitting or causing to be erected any building or other structure which, in the sole opinion of
the City, would limit the usefulness of the Airport or constitute a hazard to aircraft. In the event
of a breach in Airport security caused by Lessee, resulting in fine or penalty to the City of which
Lessee has received prior written notice, such fine or penalty will be charged to Lessee.

 Section 12.7 Emergency Closures.

 During time of war or national emergency, the City shall have the right to enter into an
agreement with the United States Government for military or naval use of part or all of the
landing area, the publicly-owned air navigation facilities, and/or other areas or facilities of the
Airport. If any such agreement is executed, the provisions of this Agreement, insofar as they are
inconsistent with provisions of the agreement with the United States Government, will be
suspended. Lessee must comply with all local, state, federal orders, directives, regulations,
guidance, advisories during public emergencies. Public emergencies include, but are not limited
to, national, state and local security emergencies; public health emergencies and pandemics;
evacuations; chemical spills; shelter-in-place alerts; severe weather advisories; boil water
advisories; and roadway interruptions. Lessee’s failure to comply with any local, state, federal
orders, directives, regulations, guidance, or advisories during a public emergency shall constitute
a breach of this Agreement. The City shall have sole discretion in determining if Lessee is
compliant with the above. If a public emergency is declared, the City will not be responsible for
any expenses or losses incurred as a result of any public emergency.

 Section 12.8 Interpretation.

 A. References in the text of this Agreement to articles, sections or exhibits pertain to
articles, sections or exhibits of this Agreement, unless otherwise specified.


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 B. The terms “hereby,” “herein,” “hereof,” “hereto,” “hereunder” and any similar
terms used in this Agreement refer to this Agreement. The term “including” shall not be construed
in a limiting nature, but shall be construed to mean “including, without limitation.”

 C. Words importing persons shall include firms, associations, partnerships, trusts,
corporations, and other legal entities, including public bodies, as well as natural persons.

 D. Any headings preceding the text of the articles and sections of this Agreement, and
any table of contents or marginal notes appended to copies hereof, shall be solely for convenience
of reference and shall not constitute a part of this Agreement, nor shall they affect the meaning,
construction or effect of this Agreement.

 E. Words importing the singular shall include the plural and vice versa. Words of the
masculine gender shall be deemed to include correlative words of the feminine and neuter genders.

 Section 12.9 Force Majeure.

 No act or event, whether foreseen or unforeseen, shall operate to excuse Lessee from the
prompt payment of Rent or any other amounts required to be paid under this Agreement. If the
City (or Lessee in connection with obligations other than payment obligations) is delayed or
hindered in any performance under this Agreement by a Force Majeure Event, such performance
shall be excused to the extent so delayed or hindered during the time when such Force Majeure
Event is in effect, and such performance shall promptly occur or resume thereafter at the expense
of the Party so delayed or hindered. The Parties shall have the duty to take reasonable actions to
mitigate or prevent further delays or losses resulting from such Force Majeure Event. Lessee
hereby releases the City from any and all liability, whether in contract or tort (including strict
liability and negligence) for any loss, damage or injury of any nature whatsoever sustained by
Lessee or Lessee’s Associates during the Term, including, but not limited to, loss, damage or
injury to the aircraft or other personal property of Lessee that may be located or stored in the
Leased Premises due to a Force Majeure Event.

 Section 12.10 City’s Limitation of Liability.

 The City shall not be liable to Lessee or Lessee’s Associates for any damages or loss
caused to them or their property by any of the following: water, rain, wind, snow ice, sleet, hail,
fire, storms, earthquake, volcanic eruption, or any other weather event or condition outside of the
City’s control; any Airport tenant, user, operator, or any other third party; or by breakage,
stoppage, or leakage of utilities on or adjacent to the Leased Premises. In the event of damage or
destruction to the Leased Premises, the City is under no obligation to provide substitute space o
property to Lessee.

 Section 12.11 Governing Law and Venue.

 This Agreement shall be governed by and construed in accordance with the laws of the
State of Vermont, without giving effect to such jurisdiction's principles of conflict of laws. The
Parties consent to and submit to in personam jurisdiction and venue in the State of Vermont,
County of Chittenden, and in the U.S. District Court for the District of Vermont. The Parties
assert that they have purposefully availed themselves of the benefits of the laws of the State of

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Vermont and waive any objection to in personam jurisdiction on the grounds of minimum
contacts, waive any objection to venue, and waive any plea of forum non conveniens. This
consent to and submission to jurisdiction is with regard to any action related to this Agreement,
regardless of whether the Parties’ actions took place in the State of Vermont or elsewhere in the
United States.

 Section 12.12 Amendments and Waivers.

 No amendment to this Agreement shall be binding on the City or Lessee unless reduced
to writing and signed by both Parties. No provision of this Agreement may be waived, except
pursuant to a writing executed by the Party against whom the waiver is sought to be enforced.

 Section 12.13 Severability.

 If any provision of this Agreement is determined to be invalid, illegal, or unenforceable,
the remaining provisions of this Agreement shall remain in full force and effect if both the
economic and legal substance of the transactions that this Agreement contemplates are not
affected in any manner materially adverse to any Party. If any provision of this Agreement is
held invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this
Agreement to fulfill as closely as possible the original intents and purposes of this Agreement.

 Section 12.14 Merger.

 This Agreement constitutes the final, complete, and exclusive agreement between the
Parties on the matters contained in this Agreement. All prior and contemporaneous negotiations
and agreements between the Parties on the matters contained in this Agreement are expressly
merged into and superseded by this Agreement. In entering into this Agreement, neither Party
has relied on any statement, representation, warranty, nor agreement of the other Party except for
those expressly contained in this Agreement.

 Section 12.15 Relationship of Parties.

 This Agreement does not create any partnership, joint venture, employment, or agency
relationship between the Parties. Nothing in this Agreement shall confer upon any other person
or entity any right, benefit, or remedy of any nature.

 Section 12.16 Further Assurances.

 Each Party shall execute any document or take any action that may be necessary or
desirable to consummate and make effective a performance that is required under this
Agreement.

 Section 12.17 Governmental Immunity and Limitations on Liability.

 Lessee is hereby advised that any claims made by Lessee against the City, its officers,
directors, employees, contractors, or volunteers shall be subject to the limitations set forth 12
V.S.A. § 5601, as the same may be amended from time to time. Nothing in this Agreement shall


 30
_____________CITY ____________LESSEE

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be construed to waive or limit any governmental or sovereign immunity the City may have, from
any claim whatsoever, under statute or judicial precedent.

 Section 12.18 Notice of Lease.

 The Parties will at any time, at the request of either one, promptly execute multiple
originals of an instrument, in recordable form which will constitute a notice of lease, setting forth
the information required by 27 V.S.A. § 341(c). The City shall, upon request of Lessee,
promptly execute and deliver to Lessee any transfer tax returns, affidavits or other documents
which shall be required by any recording office as a condition of recording such memorandum or
notice of this Agreement. Lessee shall be responsible for all recording fees and other recording
costs, including recording taxes, related to the recording of the memorandum or notice of this
Agreement.

 Section 12.19 No Discrimination.

 In addition to the federal clauses in Section 12.20, Lessee, for itself, its representatives,
successors, and assigns, does hereby covenant and agree that no person on the grounds of
political or religious affiliation, race, color, national origin, place of birth, ancestry, age, sex,
sexual orientation, gender identity, marital status, veteran status, disability, HIV positive status,
genetic information or other protected classification shall be excluded from participation in,
denied the benefits of, or be otherwise subjected to discrimination in the use of Lessee’s facilities
pursuant to its operations hereunder. Lessee shall comply with all the requirements of Title 21,
V.S.A., Chapter 5, Subchapter 6 and 7, relating to fair employment practices, to the extent
applicable. All subcontracts permitted hereunder shall include reference to the above.

 Section 12.20 Required Federal Clauses.

 Lessee shall comply, and shall cause Lessee’s Associates to comply, with all Laws and
Regulations, including all of the required federal clauses in this Section 12.20.

 A. During the performance of this Agreement, Lessee, for itself, its assignees, and
successors in interest, agrees as follows:

 (i) Compliance with Regulations: Lessee will comply with the Title VI List
 of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time
 to time, which are herein incorporated by reference and made a part of this Agreement.

 (ii) Non-discrimination: Lessee, with regard to the work performed by it
 during the term of this Agreement, will not discriminate on the grounds of race, color,
 national origin (including limited English proficiency), creed, sex (including sexual
 orientation and gender identity), age, or disability in the selection and retention of
 contractors, including procurements of materials and leases of equipment. Lessee will
 not participate directly or indirectly in the discrimination prohibited by the
 Nondiscrimination Acts and Authorities, including employment practices when the
 contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part
 21.


 31
_____________CITY ____________LESSEE

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 (iii)  Information and Reports: Lessee will provide all information and
 reports required by the Acts, the Regulations, and directives issued pursuant thereto and
 will permit access to its books, records, accounts, other sources of information, and its
 facilities as may be determined by the sponsor or the FAA to be pertinent to ascertain
 compliance with such Nondiscrimination Acts and Authorities and instructions. Where
 any information required of Lessee is in the exclusive possession of another who fails or
 refuses to furnish the information, Lessee will so certify to the City or the FAA, as
 appropriate, and will set forth what efforts it has made to obtain the information.

 (iv) Sanctions for Noncompliance: In the event of Lessee’s noncompliance
 with the Non-discrimination provisions of this Agreement, the City will impose such
 sanctions as it or the FAA may determine to be appropriate, including, but not limited to
 cancelling, terminating, or suspending the Agreement, in whole or in part.

 (v) Incorporation of Provisions: Lessee will include the provisions of
 paragraphs (i) through (iv) of this Section 12.20(A) in every contract, including
 procurements of materials and leases of equipment, unless exempt by the Acts, the
 Regulations and directives issued pursuant thereto. Lessee will take action with respect
 to any contract or procurement as the City or the FAA may direct as a means of enforcing
 such provisions including sanctions for noncompliance. Provided, that if Lessee becomes
 involved in, or is threatened with litigation by a contractor, or supplier because of such
 direction, Lessee may request the City to enter into any litigation to protect the interests
 of the City. In addition, Lessee may request the United States to enter into the litigation
 to protect the interests of the United States.

 B. Lessee for itself, its heirs, personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running
with the land that in the event facilities are constructed, maintained, or otherwise operated on the
property described in this Agreement for a purpose for which a FAA activity, facility, or program
is extended or for another purpose involving the provision of similar services or benefits, Lessee
will maintain and operate such facilities and services in compliance with all requirements imposed
by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination
Authorities (as may be amended) such that no person on the grounds of race, color, or national
origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to
discrimination in the use of said facilities.

 C. Lessee for itself, its heirs, personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running
with the land that (1) no person on the ground of race, color, or national origin, will be excluded
from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use
of said facilities, (2) that in the construction of any improvements on, over, or under such land,
and the furnishing of services thereon, no person on the ground of race, color, or national origin,
will be excluded from participation in, denied the benefits of, or otherwise be subjected to
discrimination, and (3) that Lessee will use the Leased Premises in compliance with all other
requirements imposed by or pursuant to the List of Nondiscrimination Acts and Authorities.



 32
_____________CITY ____________LESSEE

 Page 150 of 300
 D. During the performance of this Agreement, Lessee for itself, its assignees, and
successors in interest agrees to comply with the following non-discrimination statutes and
authorities; including but not limited to:

 (i) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78
 stat. 252), (prohibits discrimination on the basis of race, color, national origin);

 (ii)  49 CFR Part 21 (Non-discrimination In Federally-Assisted Programs of
 The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of
 1964);

 (iii) The Uniform Relocation Assistance and Real Property Acquisition
 Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced
 or whose property has been acquired because of Federal or Federal-aid programs and
 projects);

 (iv) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.),
 as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;

 (v) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et
 seq.), (prohibits discrimination on the basis of age);

 (vi)  Airport and Airway Improvement Act of 1982, (49 USC § 471, Section
 47123), as amended, (prohibits discrimination based on race, creed, color, national origin,
 or sex);

 (vii) The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the
 scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age
 Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by
 expanding the definition of the terms “programs or activities” to include all of the
 programs or activities of the Federal-aid recipients, sub-recipients and contractors,
 whether such programs or activities are Federally funded or not);

 (viii) Titles II and III of the Americans with Disabilities Act of 1990, which
 prohibit discrimination on the basis of disability in the operation of public entities, public
 and private transportation systems, places of public accommodation, and certain testing
 entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation
 regulations at 49 CFR Parts 37 and 38;

 (ix)  The Federal Aviation Administration’s Non-discrimination statute (49
 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and
 sex);

 (x) Executive Order 12898, Federal Actions to Address Environmental Justice
 in Minority Populations and Low-Income Populations, which ensures non-discrimination
 against minority populations by discouraging programs, policies, and activities with
 disproportionately high and adverse human health or environmental effects on minority
 and low-income populations;

 33
_____________CITY ____________LESSEE

 Page 151 of 300
 (xi) Executive Order 13166, Improving Access to Services for Persons with
 Limited English Proficiency, and resulting agency guidance, national origin
 discrimination includes discrimination because of limited English proficiency (LEP). To
 ensure compliance with Title VI, you must take reasonable steps to ensure that LEP
 persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and

 (xii) Title IX of the Education Amendments of 1972, as amended, which
 prohibits you from discriminating because of sex in education programs or activities (20
 U.S.C. 1681 et seq).

 E. In all its activities within the scope of its airport program, Lessee agrees to comply
with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent
Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race,
color, national origin (including limited English proficiency), creed, sex (including sexual
orientation and gender identity), age, or disability be excluded from participating in any activity
conducted with or benefiting from Federal assistance. This provision is in addition to that required
by Title VI of the Civil Rights Act of 1964. If Lessee transfers its obligation to another, the
transferee is obligated in the same manner as Lessee. The above provision obligates Lessee for the
period during which the property is owned, used or possessed by Lessee and the airport remains
obligated to the Federal Aviation Administration.

 F. In the event of breach of any of the above Nondiscrimination covenants, the City
will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and
facilities thereon, and hold the same as if the Agreement had never been made or issued.

 G. This Agreement incorporates by reference the provisions of 29 CFR Part 201, the
Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text.
The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full
and part time workers. Lessee has full responsibility to monitor compliance to the referenced
statute or regulation. Lessee must address any claims or disputes that arise from this requirement
directly with the U.S. Department of Labor – Wage and Hour Division.

 H. This Agreement incorporates by reference the requirements of 29 CFR Part 1910
with the same force and effect as if given in full text. Lessee must provide a work environment
that is free from recognized hazards that may cause death or serious physical harm to the employee.
Lessee retains full responsibility to monitor its compliance and any sublessee’s compliance with
the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part
1910). Lessee must address any claims or disputes that pertain to a referenced requirement directly
with the U.S. Department of Labor – Occupational Safety and Health Administration.

 I. Lessee agrees that it shall insert the above eight provisions (Section 12.20(A)
through Section 12.20(H)) in any agreement by which said Lessee grants a right or privilege to
any person, firm, or corporation to render accommodations and/or services to the public on the
Leased Premises herein leased or owned.

 J. Lessee agrees to comply with the notification and review requirements covered in
Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned


 34
_____________CITY ____________LESSEE

 Page 152 of 300
for the Leased Premises, or in the event of any planned modification or alteration of any present
or future building or structure situated on the Leased Premises.

 Section 12.21 Condemnation.

 A. In the event of a condemnation or a taking by the use of eminent domain of all or
any part of the Leased Premises, all proceeds of such condemnation or taking shall be apportioned
to Lessee and the City as follows:

 (i) The amount awarded for the taking of the Leased Premises shall belong to
 the City.

 (ii) Lessee shall have the right to recover such compensation as may be
 awarded on account of the value of the Improvements owned and/or made by Lessee for
 the remainder of the Term, for moving and relocating expenses, for the value of its
 property interest and business conducted on the Leased Premises including but not
 limited to the loss, if any, sustained by Lessee as a result of the termination of this
 Agreement for loss of business, fixtures, goodwill, moving expenses and attorneys’ fees
 and costs, and for any other damages sustained by Lessee as a result of such
 condemnation, provided that Lessee may not pursue the City for any such costs unless the
 City is the entity condemning or taking the Improvements.

 B. If the condemnation or taking by eminent domain is such that Lessee cannot
reasonably conduct its business, then at Lessee’s option, the Agreement may be terminated upon
sixty (60) days prior written notice to the City. In the event of a partial condemnation of the Leased
Premises, this Agreement shall not be terminated, provided there should be an equitable reduction
in the amount of Rent payable under this Agreement.

 Section 12.22 Public Records Act.

 Any and all records submitted to the City, whether electronic, paper, or otherwise
recorded, are subject to the Vermont Public Records Act. The determination of how those
records must be handled is solely within the purview of the City. All records considered to be
trade secrets, as that term is defined by subsection 317(c)(9) of the Vermont Public Records Act,
shall be identified, as shall all other records considered to be exempt under the Vermont Public
Records Act. It is not sufficient to merely state generally that the proposal is proprietary or a
trade secret or is otherwise exempt. Particular records, pages, or sections that are believed to be
exempt must be specifically identified as such and must be separated from other records with a
convincing explanation and rationale sufficient to justify each exemption from release consistent
with Section 317 of Title 1 of the Vermont Statutes Annotated.

 Section 12.23 Livable Wage Ordinance.

 Lessee shall comply with all applicable requirements of the City’s Livable Wage
Ordinance, B.C.O. 21-80 et seq (“LWO”), in connection with this Agreement. Among other
things, Lessee shall pay all “covered employees” as defined in the LWO (including the covered
employees of contractors and subcontractors) a livable wage, as determined or adjusted annually


 35
_____________CITY ____________LESSEE

 Page 153 of 300
by the City, and shall provide paid time off during the entirety of the Term pursuant to the
requirements of the LWO, to the extent such requirements are applicable to Lessee’s activities.

 Section 12.24 Outsourcing Ordinance.

 Lessee shall comply with, and cause its officers, directors, employees, contractors,
subcontractors, permitted sublessees, and other representatives to comply with, the City of
Burlington’s Outsourcing Ordinance, B.C.O. §§ 21-90 – 21-93, in carrying out its rights and
obligations under this Agreement.

 Section 12.25 Union Deterrence Ordinance.

 Lessee shall comply with, and cause its officers, directors, employees, contractors,
subcontractors, permitted sublessees, and other representatives to comply with, the City of
Burlington’s Union Deterrence Ordinance, B.C.O. §§ 21-100 et seq., in carrying out its rights
and obligations under this Agreement.

 Section 12.26 Casualty.

 If the Leased Premises are damaged by fire, flood, or another casualty, either Party may
terminate this Lease within 30 days of the date the terminating Party becomes aware of such
occurrence if, in the opinion of the terminating Party, the Leased Premises have been so
damaged as to render them wholly or partially untenable or unfit for the Lessee’s purposes. If so
elected, the terminating Party shall give the other Party written notice and termination shall be
effective 30 days from the date of mailing of the notice of termination. If the Parties elect not to
terminate this Agreement, the City shall reasonably estimate the time, restoration work, and
commencement date that the City reasonably anticipates is required for the performance of
restoration work. Lessee’s obligation to pay rent shall equitably and proportionately abate with
respect to the damaged portion of the Leased Premises from the date of damage until restoration
is sufficiently complete to enable Lessee to recommence its use and occupancy of the Leased
Premises for the purpose set forth in this Agreement.

 Section 12.27 Cooperation.

 The Parties shall make their designated representative available to meet within a
reasonable time to discuss issues relating to the Agreement or the Leased Premises.

 Section 12.28 No Third-Party Beneficiaries.

 This Agreement is made for the sole and exclusive benefit of the City and Lessee, and is
not made for the benefit of any third party.

 Section 12.29 Authority.

 The persons signing this Agreement hereby warrant that they have full authority to sign
this Agreement on behalf of the respective Parties.



 36
_____________CITY ____________LESSEE

 Page 154 of 300
 Section 12.30 Entire Agreement.

 This Agreement constitutes the entire agreement of the parties regarding the matters
described herein, and any representations or understandings not included herein shall have no
effect.

 Section 12.31 Commissions and Fees.

 The Parties warrant and represent to each other that they have no knowledge of any real
estate broker or agent to whom a commission may be payable as a result of this transaction or
any such knowledge of any finder’s fees or commissions related thereto, except Donahue &
Associates (the “Broker”). The City shall be solely responsible for paying the Broker any and all
real estate commissions and/or fees associated with this Agreement. The Parties shall indemnify
and hold harmless the other for all claims or demands of any other real estate agent or broker
claiming by, through, or under such party, which indemnification shall also include payment of
costs and attorneys’ fees incurred by a party in defense of a claim for such real estate
commissions or fees.

 [SIGNATURE PAGES FOLLOW]




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_____________CITY ____________LESSEE

 Page 155 of 300
 IN WITNESS WHEREOF, the Parties, as evinced by the signatures of their duly authorized
agents, do hereby execute this Agreement as of the Effective Date.

 CITY OF BURLINGTON,
 a municipal corporation of the State of Vermont



 By:
 Name: ______________________________________
 Title: _______________________________________



STATE OF VERMONT )
 ) ss.
COUNTY OF CHITTENDEN )


 The foregoing instrument was acknowledged before me this ____ day of
_______________, 2025, by ______________________________________________________,
as and Authorized Agent of City of Burlington.



 __________________________________
 Notary Public
 My commission number:
 My commission expires:




 Signature Page of the City

 Page 156 of 300
IN WITNESS WHEREOF, the Parties, as evinced by the signatures of their duly authorized agents,
do hereby execute this Agreement as of the Effective Date.


 LESSEE
 AERODYME CORPORATION
 a Delaware corporation


 By:
 Name: ______________________________________
 Title: _______________________________________



STATE OF VERMONT )
 ) ss.
COUNTY OF CHITTENDEN )


 The foregoing instrument was acknowledged before me this ____ day of
_______________, 2025, by ______________________________________________________,
as and Authorized Agent of Aerodyme Corporation.



 __________________________________
 Notary Public

 My commission number:
 My commission expires:




 Signature Page of Lessee

 Page 157 of 300
 EXHIBIT A

 Leased Premises

• Pod #1, consisting of approximately 4,075 square feet of hangar space, plus an additional
 approximate 2,890 square feet of Ramp Area abutting the easterly face of hangar space.
• Pod #2, consisting of approximately 4,075 square feet of hangar space, plus an additional
 approximate 2,890 square feet of Ramp Area abutting the easterly face of hangar space,
 plus approximately 3,400 square feet of building space..
• Pod #4, consisting of approximately 4,075 square feet of building space. Pod #4 does not
 include ramp space on the easterly face of hangar space, but does have right of aircraft
 access to the easterly face of Pod #4.




 Exhibit A
 Leased Premises

 Page 158 of 300
 EXHIBIT A-1

 Leased Premises

• Pod #1, consisting of approximately 4,075 square feet of hangar space, plus an additional
 approximate 2,890 square feet of Ramp Area abutting the easterly face of hangar space.
• Pod #2, consisting of approximately 4,075 square feet of hangar space, plus an additional
 approximate 2,890 square feet of Ramp Area abutting the easterly face of hangar space,
 plus approximately 3,400 square feet of building space.




 Exhibit A-1
 Leased Premises

 Page 159 of 300
 EXHIBIT B

Leased Premises Existing Conditions as of October 1, 2025




 Exhibit B
Leased Premises Existing Conditions as of October 1, 2025

 Page 160 of 300
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Airport Submitter: Nicolas Longo

 Title/Subject: Request to Execute a Lease with Aerodyme Corporation

 Approval Requested: Meeting Date:
 ☒ Board of Finance 1/12/2026
 ☐ City Council Click or tap to enter a date.
 ☐ Both BOF and Council Click or tap to enter a date.

Instructions
 1. This form must be completed by the person submitting the materials.
 2. This form must be sent with the final submission of materials in advance of the meeting.
 3. Do not indicate that a sign-off was received until it has actually been obtained.
 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys.
 5. Name the reviewing Attorney or HR Manager in the Note column.


 Signoff Needed Received? Approval Date Note
 Department Head Yes 1/5/2026 Nicolas Longo

 Mayor’s Office Yes 1/5/2026 Erin Jacobsen
 Board/Commission Yes 1/7/2026 Airport Commission
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 contracts or legal documents item. enter a date.
 City Attorney’s Office for memo and Yes 11/26/2025 Erik Ramakrishnan
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 1/8/2026 Katherine Schad
 Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text.
 or policy item. enter a date.
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




 Page 161 of 300
TO: City of Burlington, Board of Finance
 City of Burlington, City Council

FROM: Patrick Leahy Burlington International Airport
 Nicolas Longo, Director of Aviation

DATE: January 12, 2026

SUBJECT: Request to Add Two Positions and Tier a Third Position


REQUEST
The Patrick Leahy Burlington International Airport ("the Airport" or "BTV") respectfully requests
approval of the reorganization of positions as presented in this memo. We would like to add one
Operations Specialist and one Working Foreperson Ambassador, and to tier the Maintenance Worker
position into Tier I and Tier II.

SUMMARY

The Airport requests the addition of these positions, and the tiering of the Maintenance Worker II
position, in an effort to grow our ability to serve our community at the Airport. We believe that these
improvements will allow our team to better serve the Greater Burlington community when these
staffing changes go into effect. The current budget will financially accommodate these changes
without a budget amendment, so we are ready to fill these positions and allow staff members to work
towards the higher tier as soon as this is approved. The need for this request reflects the dedicated,
hardworking team that we employ at Leahy BTV, and we are eager to see our operations see greater
efficiency and craftsmanship as our team and Airport grows.


AIRPORT OPERATIONS SPECIALIST

Operational safety of aircraft, passengers, and others is a critical component of a commercial service
airport. Due to increased airport activity, the Federal Aviation Administration (FAA) and
Transportation Security Administration (TSA) regulatory commitments and requirements, as well as




 Page 162 of 300
 Page 2 of 3


the anticipated implementation of Safety Management Systems, we are requesting the addition of one
additional Airport Operations Specialist at the airport.

Currently, Airport Operations maintains a 24/7 schedule comprised of six Airport Operations
Specialists. An additional position is necessary to create margin within the schedule and provide
necessary support where there is currently strain and staff fatigue, particularly during snow events and
construction projects. Operations Specialists currently work back-to-back 16 hour shifts with an 8-
hour rest period between shifts to meet the current need for coverage in the schedule. During winter
operations, attentiveness on the airfield is crucial for safety, so minimizing the risk of fatigue and
burnout is crucial. An additional Operations Specialist on staff will help to lighten the burden spread
across the Operations staff in order to cover the operational requirements of the airport. As we grow
and open the new terminal, an additional Operations Specialist will help the team as a whole to
support the additional infrastructure of this new space.


WORKING FOREMAN AMBASSADOR

When a passenger first arrives at Leahy BTV, their first touchpoint is with our team of ambassadors.
This new position will serve on the ambassador team, assisting customers when they arrive at the
terminal, monitors the parking garage, and is an essential part of our customer experience department.
The ambassador team has a schedule that operates 24 hours per day, and currently there is no Working
Foreman during the evening hours, but there is one scheduled in the morning and the afternoon. The
addition of this position will ensure that regardless of when a passenger arrives or leaves, there is a
solid team and supervisor present and available to help with any ground transportation or customer
experience needs.

MAINTENANCE WORKER II

The Airport has a team of 11 Maintenance Workers in all departments. There is currently a single
position on our organizational chart, formerly classified as a Maintenance Worker II. Many members
of this team are working towards certifications that add to their repertoire of qualifications. We want to
recognize the efforts and expertise when an employee accomplishes an extended amount of time at the
Airport, combined with certifications that they have achieved. The creation of Tier I and Tier II within
the Maintenance Worker II position will allow individuals in this role to grow their skills and earning
potential at the Airport. Currently, we hire all Maintenance Worker employees at a Grade 14, however,
by allowing employees to gain experience, they may now qualify for a Grade 15, or Tier 2 position,
once they meet the standards for this next step. This does not add additional employees to the
organizational chart but rather incentivizes greater credentials and experience in their roles.

CONCLUSION




 Page 163 of 300
 Page 3 of 3




Leahy BTV is proud to have a growing and dedicated team working hard to grow our airport and serve
Vermonters. As we grow, our team needs to grow to support our operations and customer experience.
We are excited to add and tier these respective positions as we near the opening of our new terminal.
These positions will increase our efficiency in operations and allow our team to better serve airport
stakeholders.

MOTIONS:

Board of Finance: To approve and recommend that the City Council approve the following:

 1. The addition of one (1) Airport Operations Specialist, full time, non-exempt, AFSCME position,
 grade 16, step 1-15: $30.48/hour or $63,400 annually - $36.01/hour or $75,508 annually.
 2. The establishment of a Working Foreman Ambassador position, full time, non-exempt,
 AFSCME position, grade 16, step 1-15: $30.48/hour or $63,400 annually - $36.01/hour or
 $75,508 annually.
 3. The replacement of the Maintenance Worker position, full time, non-exempt, AFSCME position,
 grade 14, step 1-15 $27.00/hour or $56,166 annually - $32.12/hour or $66,828 annually, with
 the following positions:

 a. Maintenance Worker I, grade 14, step 1-15 $27.00/hour or $56,166 annually - $32.12/hour
 or $66,828 annually; and
 b. Maintenance Worker II, non-exempt, AFSCME grade 15, step 1-15 $28.65/hour or $59,593
 annually - $34.10/hour or $70,939 annually.

City Council: to approve the following:

 1. The addition of one (1) Airport Operations Specialist, full time, non-exempt, AFSCME position,
 grade 16, step 1-15: $30.48/hour or $63,400 annually - $36.01/hour or $75,508 annually.
 2. The establishment of a Working Foreman Ambassador position, full time, non-exempt,
 AFSCME position, grade 16, step 1-15: $30.48/hour or $63,400 annually - $36.01/hour or
 $75,508 annually.
 3. The replacement of the Maintenance Worker position, full time, non-exempt, AFSCME position,
 grade 14, step 1-15 $27.00/hour or $56,166 annually - $32.12/hour or $66,828 annually, with
 the following positions:
 a. Maintenance Worker I, grade 14, step 1-15 $27.00/hour or $56,166 annually -
 $32.12/hour or $66,828 annually; and
 b. Maintenance Worker II, non-exempt, AFSCME grade 15, step 1-15 $28.65/hour or
 59,593 annually - $34.10/hour or $70,939 annually.




 Page 164 of 300
 Director of Avia on Execu ve Assistant




 Director of Planning, Engineering and
 Director of Finance Director of Innova on and Marke ng
 Sustainability

 Deputy Director of Avia on Administra on Deputy Director of Avia on Opera ons




 Marke ng Assistant

 Oﬃce Assistant II
 Oﬃce Assistant II Associate Airport
 Engineer

 Acct Rec




 Manager Customer Experience
 Manager Proper es
 Manager Airfield Manager Opera ons

 WF WF Landside
 Proper es
 MX Worker WF Vehicle WF Airfield
 MX Worker Equip MX
 Ops Specialist WF Opera ons
Electrician MX Worker
 Mechanic
 WF Ground Transporta on

 Ambassadors

 WF Electrician




 WF = Working Foreman

MX Worker = Maintenance Worker II
 January 2026


 Page 165 of 300
Airport Maintenance Worker II
 City of Burlington
 Job Description

Position Title: Airport Maintenance Worker – Tier 2
Department: Airport
Reports to: Assigned Manager
Pay Grade: 15 Job Code: 427
Exempt/Non-Exempt: Non-Exempt Union: AFSCME


General Purpose: This position is a highly-flexible and adaptable position responsible for
performing a variety of semi-skilled and skilled tasks in the maintenance of Patrick Leahy
Burlington Airport, a commercial-service airport. From a maintenance perspective, this position
helps maintain safety standards required in an aviation environment as it pertains to federal,
state, and local regulations, and standards. This position generally comprises three distinct areas
of the airport: buildings/facilities, airfield, and landside/grounds. This position is expected to
help ensure that facilities and the airfield meet the highest standards, physical readiness, and
aesthetic excellence. Work is often performed under varying climatic conditions at times,
requires lifting and manual labor and exposure to occupational hazards. This position is
responsible for performing repair work and basic construction and maintenance of airport
buildings, taxiways, runways, roadways, and related facilities

Essential Job Functions:
 • Operate heavy equipment including but not limited to bucket loaders with multi
 attachments, excavator, skid steer, forklift, bulldozers, tractors, dump trucks sweepers,
 blowers, high-speed runway plows, vacuum sweeper, landscape mowers and similar
 equipment.
 • Assists with snow, ice, and contaminate removal by operating airport-specific
 equipment on open and closed runways, taxiways and ramps, and safety areas to include
 the application of surface deicer and sand.
 • Operates vehicles, equipment, and tools for the removal of ice, snow, and other
 contaminants, and for the application of deicer and sand on airport roads, sidewalks, and
 parking garage surfaces.
 • Removes ‘foreign object debris’ (FOD) which is hazardous to aircraft by cleaning
 runways, taxiways and ramp areas of asphalt and concrete chips and debris. This may
 require the use of appropriate equipment and tools.
 • Repair and maintain airport roads, runways, ramps, taxiways and safety areas by
 patching holes, laying asphalt, grading and grass preparation and seeding as necessary to
 ensure compliance with federal safety standards
 • Performs construction, renovation and maintenance of paved asphalt and concrete
 surfaces by operating jackhammers, circular saws and other tools to remedy areas that
 are damaged or out of compliance.

 • Maintains vegetated areas on and off the airfield by mowing along taxiways and



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Airport Maintenance Worker II
Page 2 of 5
 runways, to include landscaping and grounds maintenance consistent with local and
 federal requirements and aesthetics.
 • Multi-task and be highly effective in high-stress conditions in an airport environment.
 Must maintain situational awareness of other personnel, aircraft, and equipment.
 • Effective oral communications via radio while in the airport environment with air traffic
 controllers (ATC), as well as other employees so that safe access to runways and
 taxiways are ensured. Have a working understanding and ability to communicate on the
 common traffic advisory frequency when ATC is closed.
 • Maintains signage and painted markings on roadways, parking garage, runways,
 taxiways, and ramps requiring the use of paint stencils, and strict paint application
 procedures.
 • Operates vehicles and equipment for surface preparation, removal and application of
 painted markings.
 • Production of signs and decals on various underlying surfaces including but not limited to
 the use of vinyl printers, laminating machines, and associated equipment.
 • Assists relocation of property/tenant spaces concessionaires, airlines, and other tenants.
 • Assists airport electricians with basic maintenance of airfield lighting and systems to
 include electrical construction or renovation to airport buildings and structures.
 • Assists Equipment Maintenance Technicians with general equipment maintenance to
 include airport vehicles, heavy equipment, welding, and snow equipment broom and
 plow blade changes.
 • Inspect and maintain outgoing bag-belt system, including, but not limited to, motor
 replacement, conveyor belt repair and replacement, bearing and pulley replacement.
 • Maintains drain and service stormwater covers and stormwater outfalls using necessary
 equipment. Repair and remove sediment as needed.
 • Performs maintenance, renovations, and repair of airport buildings and other facilities on
 airport property, including but not limited to painting, sealing, carpentry, basic plumbing,
 wood working, fence and gate repairs, automatic door repairs, and cleaning and adjusting
 door components.
 • Performs maintenance and replacement of specialized mechanical equipment including,
 but not limited to, car wash, baggage belt, and jet bridge components to include belt and
 motor replacements.
 • Assists with the collection, storage, and disposal of waste, hazmat, and recycling
 consistent with environmental and regulatory requirements.
 • Will be required to rotate between Airfield, Landside, and Facilities maintenance.
 • Will be required to act as group lead in the absence of the Working Foreperson as
 directed by management.
 • Utilize the City’s asset management system to build data and control inventory.
 • Proper use of Personal Protective Equipment (PPE) and following safety protocols,
 procedures, and policies.
 • Comprehends and adheres to safety and equipment manuals.
 • Maintains a clean and safe work area.
 • Loads and unloads vehicles requiring manual or assisted lifting and the use of forklifts as
 necessary.
 • Acts as “Ambassador” for the City and the Airport, while interacting with co-workers and



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Airport Maintenance Worker II
Page 3 of 5
 the public in a respectful, presentable, productive and professional manner.
 • Participates in, and conducts peer-to-peer training.
 • Assists the Working Foreperson with maintaining accurate inventories of equipment,
 tools, and materials and communicates and works with contractors and suppliers.
 • Assists with on and off airport events, including, but not limited to event safety and
 security, crowd and traffic control, installation of temporary fencing and signage, and
 general set-up and breakdown.
 • Provides escorts and monitors contractors unfamiliar with airport operations, pavement
 and lighting conditions, and equipment conditions to determine compliance with airport
 safety procedures and FAA safety standards and quality controls.
 • Performs related work and duties as required.

Non-Essential Functions:
 • Other duties as assigned, including operation of various types of equipment, including but
 not limited to special duties for other divisions of the department, and other City
 departments, on a seasonal or project basis.

Qualifications/Basic Job Requirements:
 • Must pass background checks and adhere to policies associated with airport credentials,
 including but not limited to an Airport SIDA badge, assigned parking permits, proximity
 cards, and airport keys.
 • Must be in a Maintenance Worker Tier 1 position for a minimum of 2 years or possess a
 minimum of two (2) years’ experience in a position equivalent to Airport Maintenance
 Worker Tier 2.
 • Must meet the following proficiencies and certifications
 o Demonstrate proficiency operating airfield paint machines and truck (documented
 through written checklist), have a minimum of 100 (supervisor/ working
 foreperson-documented) hours operating paint machines and 100 (supervisor/
 working foreperson-documented) hours operating the paint truck.
 o Must show proficiency operating snow removal equipment (MTE, blower, front
 end loader, 1-ton dump truck) and have 120 (supervisor/working foreperson-
 documented) hours of operation in each.
 o Must show proficiency in building maintenance tasks including, carpentry,
 sheetrock, plumbing, and painting and have 40 (supervisor/working foreperson-
 documented) hours of each.
 o Must have an OSHA30 Certification Before requesting Tier II.
 o Must have a State of Vermont Herbicide Applicator Certification before
 requesting Tier II.
 o Have at least two (2) weeks (80 hours) training with a Group Lead or Working
 Foreperson for group leader role.
 o Complete ongoing yearly minimum of twenty-four (24) hours in a supervisory or
 group leader role
 • High School diploma or equivalent and four years of experience in the construction
 trades, or related skill trades, with a background in either carpentry, electrical and/or
 plumbing, required.




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Airport Maintenance Worker II
Page 4 of 5
 • Previous training and experience in use of related highway and construction equipment
 is preferred
 • Must obtain a Class B CDL within 1 year of hire and must be maintained continuously
 thereafter.
 • Must acquire an understanding of airport communications and procedures and act safely
 and responsibly in the airport environment.
 • Must have sufficient range of hearing and vision to detect traffic sounds, airport
 communications, including awareness of overhead and surrounding aircraft location,
 backup warning devices, and sirens.
 • Attend in-house federally mandated maintenance trainings, safety briefings and
 informational meetings pertaining to this position.
 • Must acquire the skills to effectively communicate with Air Traffic control and other
 vehicle operators, as well as closed ATC communications procedures while operating
 equipment and vehicles on the airfield.
 • Must maintain effective working relationships with others in a team environment.
 • Must be able to clearly communicate both verbally and written using various methods
 including but not limited to, email, text messages, phone, paper documents, including the
 creation and completion of workorders.
 • Must complete annual forklift, scissor-lift, man-lift training.
 • Must acquire the skill of operating heavy equipment.
 • Must learn the operation of and acquire the skill of operating airport-specific snow
 removal equipment.
 • Working knowledge of and skill in using small tools and equipment.
 • Employee must not pose a direct threat to the health or safety of himself/herself or
 others.
 • Shall possess and maintain a valid State Driver’s license.
 • Expected to work indoors, as well as outdoors in all-weather conditions.
 • Work irregular hours (including evenings, weekends, and holidays). May be required to
 be on-call or work shiftwork as necessary.
 • Will be required to be on-call for snow removal.
 • May be expected to respond to an airport call-back during airport emergencies as per the
 Airport’s Airport Emergency Plan in the event of an emergency or security incident.
 • Ability to adhere to City’s Comprehensive Personnel Policy.
 • Must learn and follow VOSHA safety rules and regulations.
 • Must adhere to all Federal, State, and local regulations to include, but not limited to
 FAA, and TSA safety and security regulations.
 • Must be a flexible team player that takes direction well, is safety conscious, customer-
 oriented, and willing and able to learn to operate all equipment and perform all tasks as
 assigned.
 • Maintains a professional appearance while engaging in field work, by refraining from
 any use of profanity, inappropriate language, or inappropriate behavior required.


Physical & Mental/Reasoning Requirements; Work Environment:




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Airport Maintenance Worker II
Page 5 of 5
These are the physical and mental/reasoning requirements of the position as it is typically
performed. Inability to meet one or more of these physical or mental/reasoning requirements
will not automatically disqualify a candidate or employee from the position. Upon request for a
reasonable accommodation, the City may be able to adjust or excuse one or more of these
requirements, depending on the requirement, the essential function to which it relates, and the
proposed accommodation.

_x seeing _x_ ability to move distances _x lifting (specify)
_x color perception within and between _100_ pounds
 (red, green, amber) warehouses/offices _x_ carrying (specify)
_x hearing/listening _x_ climbing __ pounds
_x clear speech _x_ ability to mount and _x_ driving (local/over
_x touching dismount forklift/truck the road)
 _x_ dexterity _x_ pushing/pulling
 _x_ hand
 _x_ finger

_x reading - basic _x math skills - basic _x_ analysis/comprehension
__ reading - complex __ math skills - complex _x_ judgment/decision
_x writing - basic __ clerical making
__ writing - complex
_x_ shift work _x_ outside _x_ pressurized equipment
_x_ works alone _x_ extreme heat _x_ moving objects
_x_ works with others _x_ extreme cold _x_ high places
_x_ verbal contact w/others _x_ noise __x fumes/odors
__x face-to-face contact _x_ mechanical equipment _x_ hazardous materials
_x_ inside _x_ electrical equipment _x_ dirt/dust

Supervision:
Directly Supervises: ___0__ Indirectly Supervises: ___0__

Disclaimer:
The above statements are intended to describe the general nature and level of work being
performed by employees to this classification. They are not intended to be construed as an
exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified.

Approvals:
 Department Head: _____________________________ Date: __________

 Human Resources: _____________________________ Date: __________

Effective 12/3/04
Updated 03/06/2015; January 2025; November 2025




 Page 170 of 300
Airport Operations Specialist
Page 1 of 4
 City of Burlington
 Job Description

Position Title: Airport Operations Specialist
Department: Airport
Reports to: Director of Operations
Pay Grade:16 Job Code: 425
Exempt/Non-Exempt: Non-Exempt Union: AFSCME


General Purpose: This position is responsible for assisting the Director of Airport Operations
and the Operations Manager in daily management of airport facilities, reviewing aeronautical
conditions and making recommendations for operational safety.

Essential Job Functions:
 • Conduct daily inspections of runways, taxiways, ramps and other aeronautical areas in
 accordance with Federal, State and Aviation operational standards.
 • Conduct wildlife management in accordance with BTV’s Wildlife Hazard Management
 Plan; including the carrying and discharging of firearms, pyrotechnics and utilization of
 other wildlife management techniques.
 • Operate runway, taxiway, and ramp surface equipment to determine and report field
 conditions during air carrier operations.
 • Make immediate and vital decisions affecting the continuation of air and ground
 operations during emergency conditions and snow removal operations in accordance with
 Part 139, 49 CFR 1542, and other applicable advisory circulars when applicable.
 • Ensure the safe and secure operation of BTV by implementing and enforcing airport rules
 at the day-to-day operations level.
 • Assist in coordinating the response to aircraft emergencies or aircraft in distress,
 HAZMAT Incidents, and medical emergencies within the terminal in accordance to the
 operations section of the Airport Emergency Plan. Oversee the activities of all agencies
 to assure compliance with airport certification requirements and FAA standards.
 • Under the supervision of the Director of Operations, maintain and update the FAA
 approved Airport Certification Manual.
 • Monitor and transmit on the FAA local Common Traffic Advisory Frequency (CTAF),
 the FAA Boston Center Frequency, the airport local FM Frequency, and the airport
 maintenance local FM Frequency while ATC Tower is closed.
 • Serve as Alternate Airport Security Coordinator (AASC) to communicate and cooperate
 on security and customer service matters with TSA, Airport Ambassadors, Police,
 Customs, Air Guard, Army Guard, and airport tenants. Monitor airport access control and
 closed-circuit television (CCTV).
 • Respond to trouble alarms and tenant complaints.
 • Ensure that all airport tenants, employees, and contractors who have a need to drive on



 Page 171 of 300
Airport Operations Specialist
Page 2 of 4
 the airfield side receive operations standard training course.
 • Implement current Security Directives issued by the Transportation Security
 Administration.
 • Ensure that ongoing airfield and terminal construction is interfaced smoothly and safely
 with air carrier and terminal operations by coordination with all parties concerned.
 • Provide a variety of administrative support functions, including, but not limited to filing,
 copying, writing reports etc.
 • Ensure that the public’s concerns and interests, as they relate to Patrick Leahy Burlington
 International Airport, are met in a timely and informative manner.

Qualifications/Basic Job Requirements:
  • BA/BS in Aviation/Airport Management or related field required.
  • Additional experience may be substituted for a degree requirement on a two-for-one per
 year basis
  • Six (6) months of experience as an Operation Specialist at a Part 139 air carrier airport
 preferred.
  • Required to complete and pass Vermont Hunter Safety Course
  • In depth knowledge of acceptable conditions for safe operation of aircraft required.
  • Possesses in depth knowledge of FAR part 139
  • Must have a working knowledge of TSAR Part 1540 and 1542.
  • Must pass a ten year fingerprint based criminal background check and Security Threat
 Assessment (STA) for SIDA badge.
  • Must pass a FAA approved drivers training course for Movement Area Operator
 certification.
  • Ability to work with a diverse population with a strong commitment to equity and
 inclusion, among City staff and the general public.
  • Must maintain a valid driver’s license.
  • Ability to determine exact condition of all airport surfaces through visual inspection and
 reports from subordinates, pilots and other personnel.
  • Ability to make safe and sound assessments and decisions under pressure of emergency
 situations such as snowstorms and aeronautical accidents.
  • Strong communication skills, both oral and written, required.
  • Must be able to work rotating shifts as required
  • Ability to work independently required.
  • Ability to work in all weather conditions required
  • May be required to be on call.
  • Must be a flexible team player that takes direction well, is safety conscious, customer-
 oriented, and willing and able to learn to operate all equipment and perform all tasks as
 assigned.


Physical & Mental/Reasoning Requirements; Work Environment:
These are the physical and mental/reasoning requirements of the position as it is typically




 Page 172 of 300
 Airport Operations Specialist
 Page 3 of 4
 performed. Inability to meet one or more of these physical or mental/reasoning requirements will
 not automatically disqualify a candidate or employee from the position. Upon request for a
 reasonable accommodation, the City may be able to adjust or excuse one or more of these
 requirements, depending on the requirement, the essential function to which it relates, and the
 proposed accommodation.

 Task/Skill/ Ability Frequency Task/Skill/ Ability Frequency
 Ability to lift and Carry, push
X Seeing Constant X
 or pull
X Color perception (red, green, amber) Constant X 0 – 5 Occasional
X Hearing/listening Constant X 5 -10lbs Occasional
X Clear speech Constant X 10 - 25lbs Occasional
X Touch/ Dexterity - Constant X 25 - 50lbs Frequent
X Hand X 50 - 75lbs Frequent
X Finger 75+ lbs Occasional
X Reading - X Analysis/ Comprehension Constant
 Simple X Judgment/ decision making Constant
 Utilization of pressurized
 Basic X Occasional
X Frequent equipment
 Complex Frequent Moving objects
X Writing - X high places Occasional
 Simple X fumes/odors Occasional
X Basic Frequent X hazardous materials Frequent
 Complex Frequent X dirt/dust Frequent
 Mathematics X vehicle operation Constant
 Simple X Powder actuated equipment Occasional
X Basic Frequent X Shooting Occasional
 Complex X Noise exposure at or above 85db Frequent
 Walk or move over distances under
X Frequent
 own power
X within offices/ building or even terrain) Constant
X outdoors or uneven terrain Occasional
X Work alone, under minimal supervision Frequent
 Work directly and indirectly with
X Frequent
 others
X Verbal contact with others Constant
X Face-to-face contact Frequent
X Work outdoors in -
 extreme heat Frequent
 extreme cold Frequent




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Airport Operations Specialist
Page 4 of 4
 other adverse weather conditions Frequent



  Never Occasional Frequent Constant
 0% 1-33% 34-66% 67-100%

 equal or less than
 0% 2.7 -5.2 hours equal or greater than 5.3 Hours
 2.6 hours

 * all times and %s are based on a the assumption of an 8 hour shift schedule

Supervision:

Directly Supervises: ___0_ Indirectly Supervises: __0__

Disclaimer:
The above statements are intended to describe the general nature and level of work being
performed by employees to this classification. They are not intended to be construed as an
exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified.

Approvals:

 Department Head: _____________________________ Date: __________

 Human Resources: _____________________________ Date: __________


Review 01/17/2024




 Page 174 of 300
Foreman-Parking
Page 1 of 4
 City of Burlington
 Job Description

Position Title: Working Foreman-Ground Transportation
Department: Airport
Reports to: Director of Ground Transportation
Pay Grade: 16 Job
 Code:
Exempt/Non-Exempt: None-Exempt Union: AFSCME

General Purpose: This position is responsible for assisting in day-to day supervision of staff
and oversight of the Burlington International Airport Ground Transportation which includes
Parking Garage, Taxis, TNC Operators, and Rental Cars. This position is also responsible for the
flow of airport customers through all transportation avenues and supporting staff in providing
customer service and safety measures.

Essential Job Functions: (This section outlines the fundamental job functions that must be
performed in this position. The “Qualifications/Basic Job Requirements” and the “Physical and
Mental/Reasoning Requirements and Work Environment” state the underlying requirements that
an employee must meet in order to perform these essential functions. In accordance with the
Americans with Disabilities Act, reasonable accommodations may be made to qualified
individuals with disabilities to perform the essential functions of the position.)

 • Oversee, train, schedule-for-coverage, resolve conflicts, empower and motivate
 employees.
 • Offer guidance and “coaching” to employees to promote a team philosophy and
 principles.
 • Ensure that Airport Ambassadors are knowledgeable and able to communicate information
 regarding the rules and regulations associated with Ground Transportation Services, in
 addition to the availability of all Ground Transportation services.
 • Be both courteous and professional in interactions with the public and model excellent
 customer service and conflict resolution skills.
 • Enforce airport rules and regulations and City Ordinances relating to Ground
 Transportation services, traffic flow, and parking of vehicles, including but not limited to,
 directing traffic and issuing tickets for parking and traffic violations as appropriate.
 • Under general supervision, prepare correspondence with regard to various Ground
 Transportation procedures and guidelines.
 • Understand and assist with Ground Transportation duties such as; driver and vehicle
 licensing, which includes collection of payment, paperwork processing, and performance
 of annual vehicle inspections.
 • Coordinate the employee parking program by issuing cards, and receiving and recording
 payments for submittal to the Administration Office.
 • Ensure that Ground Transportation supplies and equipment are at adequate levels, and



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Foreman-Parking
Page 2 of 4
 order supplies to allow for replacement in a timely manner.
 • Prepare a variety of daily, monthly and year end reports as they relate to Ground
 Transportation.
 • Coordinate the patrol of areas outside of the Airport Terminal and Parking Garage in
 addition to Employee breaks.
 • Follow procedures and prevent security breaches by properly manning the North
 Concourse Exit Lane as directed by Airport Operations.
 • Communicate and cooperate on security and customer service matters with Airport
 Operations and Burlington Police officers assigned to the Airport.
 • Coordinate the flow of airport customers through the terminal building, roadways, and
 parking garage, including assisting with luggage and wheelchairs, giving directions,
 parking information and security requirements.
 • Assist with the monitoring of vehicles in the parking garage, including directing vehicles
 to off premises parking when parking garage capacity has been reached.
 • Respond to Ground Transportation emergencies when on-call as they arise, and resolve
 or inform management of matter to resolve.
 • Upkeep of daily communication log between Employees and Shift Leaders.
 • Continuously remain informed of airline arrival and departure schedule at the Burlington
 International Airport.
 • Observe, understand, and be knowledgeable regarding Airport and TSA security
 requirements.

Non-Essential Job Functions:
  • Performs other duties as required.

Qualifications/Basic Job Requirements:
  • High School Diploma or Equivalent and three years supervisory experience in Customer
 Service and/or Parking Operations required.
  • Ability to obtain and maintain a Valid Vermont State driver’s license.
  • Must have reliable and working transportation to ensure prompt response to emergencies.
  • Ability to work in a Windows based environment with knowledge of word-processing,
 spreadsheet and database software.
  • Ability to interact with the general public, staff members, supervisors, outside contractors
 and various professional and private customers in a courteous and professional manner.
  • Ability to deal with stressful customer confrontations in a professional manner.
  • Ability to work in all climates in severe weather conditions.
  • Ability to coordinate the activities of staff located in various locations.
  • Ability to be on call and respond to emergency call-ins and to work weekends, nights and
 holidays as required.
  • Ability to communicate using basic writing skills
  • Ability to communicate effectively orally.
  • Ability to process monetary transactions and apply basic math skills
  • Ability to properly use equipment including two-way handheld radios capable of tuning
 into Airport frequencies.



 Page 176 of 300
Foreman-Parking
Page 3 of 4
 • Must be able to stand for several hours at a time.
 • Ability to train and motivate subordinate workers while leading by example.
 • Experience in airport or security preferred but not required.
 • Ability to obtain a Burlington International Airport Secured Area ID badge which
 includes a 10 year fingerprint based criminal history records check, a security threat
 assessment check and a written exam.
 • Ability to actively support City diversity, equity, and cultural competency efforts within
 stated job responsibilities and work effectively across diverse cultures and constituencies.
 • Demonstrated commitment to diversity, equity and inclusion as evidenced by ongoing
 trainings and professional development.
 • Regular attendance is necessary and is essential to meeting the expectations of the job
 functions.
 • Ability to understand and comply with City standards, safety rules and personnel policies.

Physical & Mental/Reasoning Requirements; Work Environment:
These are the physical and mental/reasoning requirements of the position as it is typically
performed. Inability to meet one or more of these physical or mental/reasoning requirements
will not automatically disqualify a candidate or employee from the position.

_x_ seeing _x_ ability to
 move distances
 ___ lifting (specify)
_x_ color perception within and
 between
 100 pounds
 (red, green, amber) warehouses/offices
 ___ carrying (specify)
_x_ hearing/listening _x_ climbing
 100
 pounds
_x_ clear speech _x_ ability to mount
 and _x_ driving
 (local/over
_x_ touching dismount
 forklift/truck the
 road)
 _x_ dexterity _x_ pushing/pulling
 _x_ hand
 _x_ finger

___ reading - basic _x__ math skills -
 basic _x_
 analysis/comprehension
_x_ reading - complex __ math skills - complex
 _x_



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Foreman-Parking
Page 4 of 4
 judgment/decision
_x_ writing - basic _x_ clerical
 making
___ writing - complex

_x_ shift work _x_ outside
 _x_
 pressurized equipment
_x_ works alone _x_ extreme heat
 _x_ moving
 objects
_x_ works with others _x_ extreme cold
 _x_ high
 places
_x_ verbal contact w/others _x_ noise
 _x_ fumes/odors
_x_ face-to-face contact _x_ mechanical equipment
 _x_ hazardous
 materials
_x_ inside _x_ electrical
 equipment _x_
 dirt/dust

Supervision:

Directly Supervises: 10-15 Indirectly Supervises: 0

Disclaimer:
The above statements are intended to describe the general nature and level of work being
performed by employees to this classification. They are not intended to be construed as an
exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified.

Approvals:

 Department Head: _____________________________ Date: __________

 Human Resources: _____________________________ Date: __________




 Page 178 of 300
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Airport Submitter: Nicolas Longo

 Title/Subject: Request to Add Two Positions and Tier a Third Position

 Approval Requested: Meeting Date:
 ☒ Board of Finance 1/12/2026
 ☐ City Council Click or tap to enter a date.
 ☐ Both BOF and Council Click or tap to enter a date.

Instructions
 1. This form must be completed by the person submitting the materials.
 2. This form must be sent with the final submission of materials in advance of the meeting.
 3. Do not indicate that a sign-off was received until it has actually been obtained.
 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys.
 5. Name the reviewing Attorney or HR Manager in the Note column.


 Signoff Needed Received? Approval Date Note
 Department Head Yes 1/5/2026 Nicolas Longo

 Mayor’s Office Yes 1/7/2026 Erin Jacobsen
 Board/Commission Yes 1/7/2026 Airport Commission
 City Attorney’s Office for memo and Yes 1/6/2026 Erik Ramakrishnan
 contracts or legal documents
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 motion(s) or resolution(s) item. enter a date.
 CAO for budget, financing, and memo Yes 1/8/2026 Katherine Schad
 Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text.
 or policy item. enter a date.
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




 Page 179 of 300
 City of Burlington, VT
 149 Church Street, 3rd Floor
 Burlington, VT 05401
 Phone: (802) 865-7144

 www.burlingtonvt.gov/plan

 TO: Board of Finance
 FROM: Charles Dillard, AICP, Director, Office of City Planning
 Katherine Schad, CAO
 Kara Alnasrawi, Director, CEDO
 Phil Lewis, Director, BPRW
 DATE: January 12, 2026
 RE: Authorization to Execute Contract with Interface Studio for planBTV: 2050


 Summary
 The Office of City Planning and the Clerk Treasurer seek approval of $340,000.00 ($325,755.00 + 4.2%
 contingency) for a contract with Interface Studio, a city planning and urban design firm, to conduct
 and lead a subconsultant team in the creation of planBTV: 2050, a new unified plan that combines a
 new Municipal Plan with a Comprehensive Economic Development Strategy and a new System Plan
 for Burlington Parks, Recreation, and Waterfront. The fourth planBTV: 2050 element is a Citywide
 Transportation Plan, the contract for which will be held by the Chittenden County Regional Planning
 Commission (CCRPC). The City is combining these planning efforts to craft a holistic long-term vision
 that reflects the way Burlingtonians experience the interconnected city in their daily lives. By
 undertaking an integrated process, the boundaries of each department and ‘area of care’ will overlap
 rather than abut. Ultimately, PlanBTV 2050 will provide a unified framework to create a more livable,
 affordable, sustainable, inclusive and accessible city for all residents. This process will result in four
 standalone elements that will serve as implementation roadmaps for the respective departments.

 The Municipal Plan – currently planBTV, is required to be updated every eight years. Burlington’s
 current planBTV was adopted on March 25, 2019. As such, the Municipal Plan portion of this contract
 must be completed in due time to allow for its adoption no later than March 25, 2027.

 Scope of Work
 The proposal from Interface Studio includes a six-phase process:
 • Phase 1: Laying the Groundwork will establish a foundation for the planning process. It
 includes a Project Kick-Off meeting with representatives from the City and consultant teams
 to discuss project goals, existing values frameworks, roles, and responsibilities. A team-wide
 exploratory visit to Burlington will introduce the consultant team to Burlington’s diverse
 cityscape and communities, including residents, employees, business owners and
 stakeholders. Phase 1 will conclude with the finalization of work plan revisions, a community
 engagement plan and data and graphics standards.
 • Phase 2: Assessment consists of a comprehensive assessment of existing conditions relative
 to the Plan’s four constitutive elements. The Interface team will document on-the-ground
 conditions and identify trends and gaps in current City policies and practices. This phase will
 also include a review of existing plans, capital projects and other major city initiatives,
 population and growth projections, and a review of potential budget impacts of current land
 use and policy practices.
 • Phase 3: Vision and Engagement will concentrate the bulk of the processes’ community
 engagement. While engagement will be critical to each of the other phases, Phase 3 will
 include the widest range of public visioning activities and will be designed to engage with
 Burlington’s diverse communities in the most effective, culturally and socially appropriate
 ways. This phase also includes a statistically valid survey and focused collaboration with the
 City’s Trusted Community Voices.
 • Phase 4: Scenario Planning will allow City staff and Burlington residents to engage with
 multiple growth scenarios and understand the trade-offs inherent to and resulting from each.

The City of Burlington will not tolerate unlawful harassment or discrimination on the basis of political or religious affiliation, race, color, national origin, place of
 birth, ancestry, age, sex, sexual orientation, gender identity, marital status, veteran status, disability, HIV positive status, crime victim status or genetic
  information. The City is also committed to providing proper access to services, facilities, and employment opportunities. For accessibility information or
 alternative formats, please contact the City Planning department or 711 if you are hearing or speech impaired.
 Page 180 of 300
 This process will identify a preferred scenario that allocates and encourages 7,000 new
 homes by 2050 and the evolutions of Burlington’s transportation systems, park infrastructure
 and programming, economic development and climate resiliency necessary to facilitate that
 growth in a manner consistent with the community’s values.
 • Phase 5: Plan Development will draw upon the previous phases and consist of four sets of
 draft strategies, one for each element. The strategies will be reviewed and confirmed via a
 public engagement roadshow. Following this final review period, the Interface team will
 develop a coordinated implementation plan that will guide decision-making and budgeting
 and that will specify sequencing, responsible parties, and funding sources for each strategy.
 • Phase 6: Final Plan Production will result in a cohesive set of four planning elements that will
 be designed to reach and be compelling to diverse audiences. The final planBTV: 2050 will
 meet the State’s Municipal Plan requirements, as well as those of the City Council resolutions.

This project will be directed by the Office of City Planning, with project management leadership from
CEDO, BPRW and DPW. A project charter outlining roles, responsibilities and standard operating
procedures has been agreed to by the four core Department Directors, the Mayor’s Office, and the
Directors of DFA and REIB.

Procurement
The Interface Studio team was selected after a competitive Request for Qualifications (RFQ) process
conducted between September and November, 2025. The City received six submittals, each
consisting of multi-firm teams. The City conducted interviews with four firms and the project
leadership team, consisting of the Project Director and each of the four planning element leads,
determined that the Interface Studio team best addressed the multi-disciplinary needs of this
planning process.

Interface Studio will oversee the effort and serve as the primary consultant for the Municipal Plan and
BPRW elements. The sub-consultant team and their roles are as follows:
 • Buro Happold is an international consulting firm that will lead the scenario planning work and
 support components of each element.
 • Ninigret Partners is an economic consulting firm and will lead the Economic Development
 element.
 • Toole Design, one of North America’s leading planning, urban design, and engineering firm
 specializing in multimodal transportation planning and design will lead the Mobility Element.
 The City’s contract does not allocate funds to Toole, though contingency funds are available
 should they be needed for mobility-related work.
 • Smart Mobility is a consultancy specializing in transportation modeling and planning that will
 support the Mobility element. The City’s contract does not allocate funds to Smart Mobility,
 though contingency funds are available should they be needed for mobility-related work.

Project Funding
The total cost of planBTV: 2050 is $640,000.00. The work will be delivered under two separate
contracts:

 • The City will hold a $340,000.00 contract with Interface Studio as the prime consultant
 conducting and overseeing the Municipal Plan, Economic Development, and Parks,
 Recreation and Waterfront elements. Included in this amount is a $14,245 contingency (4.2
 percent).
 • CCRPC will hold a $300,000.00 contract with Interface Studio as the prime consultant
 conducting and overseeing the Mobility element, which includes the citywide transportation
 plan and strategies to improve mobility access to BPRW facilities and programming. The
 CCRPC contract includes a $31,000 contingency (10.3 percent).




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The City’s contract is funded as follows:
 • Municipal Plan Element ($115,000):
 o A $30,000 State of Vermont Municipal Planning Grant (MPG), which is matched by
 $6,400 in Office of City Planning professional and consultant services funds, for a
 total of $36,400.00
 o A $75,000 professional and consultant services budget in the FY27 budget for the
 Office of City Planning.
 o A $4,000 balance in professional and consultant services funds in the FY26 Office of
 City Planning budget
 • The BPRW Element is funded via $150,000 in BPRW general funds for professional and
 consultant services.
 • The Economic Development Element ($75,000):
 o A $30,000 State of Vermont Municipal Planning Grant (MPG), which is matched by
 $3,400 in CEDO professional and consultant services funds, for a total of $33,400.
 o $41,600 in Urban Development Action Grant (UDAG) funds, which are in professional
 and consultant services lines in the FY26 and FY27 budgets for CEDO.

Requested Motion
 1. Approve and recommend that the City Council approve the expenditure of up to $340,000.00
 ($325,755.00 + 4.2% contingency) from the sources identified above; and
 2. Authorize, and recommend that the City Council authorize, the Planning Director to execute
 the contract with Interface Studio for planBTV: 2050, subject to the review and approval of
 the City Attorney.




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 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Office of City Planning Submitter: Charles Dillard

 Title/Subject: planBTV: 2050 Consultant Contract Authorization

 Approval Requested: Meeting Date:
 ☐ Board of Finance 1/12/2026
 ☐ City Council 1/12/2026
 ☒ Both BOF and Council 1/12/2026

Instructions
 1. This form must be completed by the person submitting the materials.
 2. This form must be sent with the final submission of materials in advance of the meeting.
 3. Do not indicate that a sign-off was received until it has actually been obtained.
 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys.
 5. Name the reviewing Attorney or HR Manager in the Note column.


 Signoff Needed Received? Approval Date Note
 Department Head Yes 1/5/2026 Charles Dillard

 Mayor’s Office Yes 1/7/2026 Erin Jacobsen
 Board/Commission Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.
 City Attorney’s Office for memo and Yes 1/7/2026 Erik Ramakrishnan
 contracts or legal documents
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 motion(s) or resolution(s) item. enter a date.
 CAO for budget, financing, and memo Choose an Click or tap to Katherine Schad
 item. enter a date.
 Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text.
 or policy item. enter a date.
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




 Page 183 of 300
MEMORANDUM

 TO: Board of Finance/City Council

 FROM: Megan Moir, Division Director Water Resources
 Kate Komorowski, Water Resources Director of Drinking Water Production
 Rocky Vogler, Water Resources Director of Operation and Engineering
 Emily Piersiak, Water Resources Infrastructure Asset Manager

 CC: Mary Bourque, Water Resources Engineer
 Chapin Spencer, DPW Director

 DATE: January 12, 2026 Board of Finance
 January 20, 2026 City Council

 RE: 2026 Drinking Water System Strategic Capital Planning Efforts and Associated
 DWSRF Step I Loans

REQUEST

The Department of Public Works (“DPW”) and its Water Resources Division (“WRD”) seeks
authorization, through the attached resolutions (Attachment A), to apply for the following
Drinking Water State Revolving Fund (“DWSRF”) Step I Planning Loans to support comprehensive
planning efforts for all aspects of the City’s drinking water system, execute engineering service
agreements with Wright-Pierce and designate the Mayor and appropriate city staff to execute
the associated documents:

 1) DWSRF Step I Loan amount up to $650,000 for a Water Treatment Facility
 Improvements Planning project; and
 2) DWSRF Step I Loan amount up to $544,000 for a Water Distribution and Storage
 Improvements Planning project.

INTRODUCTION:

Burlington’s drinking water system is the oldest utility in Burlington’s Water Resources system of
drinking water, wastewater and stormwater utilities. Components of the system, some of which
are still in operation today, like portions of the Reservoir and some of the City’s water mains,
were acquired by the City in 1867 from the Burlington Aqueduct Company. While drinking water
system infrastructure can have longer life spans than wastewater infrastructure given the less
harsh operating conditions, the risks involved with infrastructure failure are higher given the




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direct relationship of the drinking water system to public health and fire protection. The Water
Treatment Facility (“WTF”) was last upgraded over 40 years ago and while age is not the only
determination of infrastructure risk, significant portions of the City’s distribution are over 75
years old (36%). Water main replacement efforts over the last 7 years have made a dent in
bending what was otherwise an upward trend in the number of breaks/100 mile of pipe.
However, our break rate is still approximately 16.8 breaks/100 miles of pipe, which is over the
AWWA standard of 15 breaks/100 miles and the 2023 national average of 11.1 breaks/100 miles.
Given our pipe age, a pause in our water main replacement trajectory is almost certainly to result
in an increase in break rate. Perhaps more importantly, the City has never conducted a
comprehensive water “master” plan of the distribution and storage system which not only looks
at the need for replacement over the next 15 years, but also capacity constraints both system-
wide and in localized areas. Given Burlington’s increased focus on housing growth, these capacity
constraints must be well understood and remedied as part of future capital plans in addition to
working to prevent near term infrastructure failure.

While there will certainly be an inter-play between these two important system evaluations
(Water Treatment Facility and the distribution and storage systems) these projects have separate
scopes of work to align with the anticipated trajectory of capital project development through
the DWSRF loan program. However, Water Resources is excited to leverage the efficiency of
having both projects proceed in parallel and using the same engineering consultant, Wright
Pierce (“WP”), which was procured using a qualifications-based selection (QBS) process in
compliance with the SRF requirements and in adherence with the City’s procurement policy.1
For example, both projects will use one set of demand growth projections – and will be able to
ensure that distribution system water quality evaluations can utilize future treatment
modifications and improvements that might emerge from the Water Treatment Facilities
evaluation.

 This Water System Strategic Capital Plan is a critical step in the Water Resources capital and
financial planning efforts for the next 15 years. These projects will not only identify replacements
for existing assets but will also examine where capacity and other improvements are needed to
support future growth in the City with clean, safe, and amply supplied drinking water. This
upcoming effort was referenced throughout the WATER bond outreach process as a needed step
to define what are needs are beyond the $20 M 2025 WATER bond.

In concurrence with the DWSRF project steps, both of these planning efforts will result in a
Preliminary Engineering Report (“PER”) which will unlock the ability to proceed to loans for Final




1
 See “Consultant Procurement” later in document.

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Design Engineering and Construction phases, pending additional bonding authority. Borrowing
authority is not required for the initial phases (Step I and II) but must be in place for construction.

More detail on both of these projects is provided below and in the attached draft scopes of work
(Attachment B).

Water Treatment Facility Improvements Plan
Burlington’s Water Treatment Facility (“WTF”) was originally built in 1908 and underwent its last
major renovation in 1984. The WTF consists of the raw water pumps which pull in water from the
lake, the various water treatment processes inside the water treatment plant itself, and the
finished water pumps which pump the treated drinking water up the hill to the majority of the
City (low pressure zone) and to the City’s drinking water reservoir. The reservoir feeds the low
pressure zone and also provides the water that is pumped to the City’s elevated storage tanks.
The elevated storage tanks provide adequate water to the upper elevations of the City, including
the hospital (high pressure zone). The WTF (both the plant and the pumping facilities) is once
again in need of a comprehensive evaluation due to equipment and process age, changing lake
water quality and state and federal regulations, and projected growth in consumption. The WTF
consists of the City’s only drinking water treatment plant and associated raw water and finished
water pumps. While there is some redundancy in the facility design, failure of key assets such as
our finished water pumps would be catastrophic for the community. The impacts of climate
change are showing up as increased turbidity (cloudiness) in our source water, Lake Champlain,
which puts stress on our filtration systems and makes controlling disinfection byproducts in the
distribution system more challenging each year.

Given the extensive nature of the project and the difficulty in determining the full level of
engineering effort needed to get to a full preliminary engineering report with a “proposed
project,” the City has worked with its consultant, WP, to develop an initial scope of work to get
the project to the 60% PER phase where the City will be able to examine the catalogued
replacement needs of the facility and the various alternatives, as relevant, for capacity upgrades
and process improvements. From there, the team will conduct public outreach to select the
chosen alternatives and return to the Board of Finance and City Council with a request to proceed
through the remaining Phase 2 of the PER to bring the report from 60% to a final PER and plan.

Phase I Water Treatment Facility Improvements Plan Project

The City will work with WP to perform an evaluation of the plant and processes to generate
options that the City can select from in order to determine the best path forward to ensure the
supply of clean, safe drinking water in Burlington.

The 2026 Water Treatment Improvements Evaluation – Phase I project consists of the following
efforts to be performed by the contractor WP:

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  Facility Assessment
 o Evaluate assets including process equipment, the WTP site, onsite tankage,
 structural and building envelopes, electrical, instrumentation, SCADA, security
 and safety systems, and HVAC and mechanical systems. This will include a
 comprehensive review of the City’s existing asset inventory and assessment
 information contained within VUEWorks, the asset management software used by
 the City, resulting in an updated asset database, and updated asset condition
 assessments.
 o Review of all equipment, instrumentation, and facility for condition, operability,
 and suitability for application and location.
 o Review the WTF pump systems and their capacity to meet existing and projected
 water demands.2
 o Generate a risk-based model to assign probability and risk of failure to WTF
 components. This analysis will incorporate recommendations for repairs to
 correct deficiencies noted during the data gathering period.
 o Generate a prioritized list of cost-effective projects, estimate project costs, and
 recommend a schedule for implementation.
  Preliminary Treatment Alternatives Identification
 o The goal of the second task is to identify a menu of cost-effective approaches for
 upgrading existing WTF equipment and treatment plant processes. This is
 intrinsically linked to the recommended list of projects in the Facility Assessment
 to update specific assets but will encompass a broader scope to review and assess
 current process limitations and evaluate potential improvements on a larger scale.
 Potential process limitations include plant water quality performance, hydraulic
 capacity and redundancy.
 o This work includes a water quality review and an evaluation of each individual
 treatment process to determine if there are modifications or alternative processes
 that can be implemented to improve performance or restore functionality and
 reliability, with a focus on changes in our source water and potential regulatory
 changes. Treatment processes to be evaluated include the raw water intake,
 oxidation, rapid mixing & coagulation, flocculation, sedimentation, traveling
 bridge filtration, main plant filtration, and clear-well storage and disinfection.
 o Identification of potential upgrades to the existing configuration and assess each
 alternative regarding building impacts, design challenges, potential conformance



2
 Note, water demand projects will be documented as part of the Water Distribution and Storage System
Improvements project.

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 with current and upcoming regulations, constructability and implementation, and
 high level project cost estimates for each option.

As discussed above, this work will bring the Preliminary Engineering Report to the 60%
preliminary engineering stage with an interim report. Based on these findings, and with the
anticipated input of staff, City administration, residents (via the Neighborhood Planning
Assemblies) the DPW Commission, the Transportation, Energy and Utilities Commission of the
City Council, the Board of Finance and ultimately the City Council, a final set of alternatives will
be selected, likely in early 2027. A scope of work and level of effort can then be developed for
an amended loan application and contract amendment to bring the project to 100% preliminary
engineering. This will result in a final report with more detailed preliminary cost estimates that
can form the basis of additional conversations with residents about additional borrowing needs.
While the final cost of the additional work is dependent on the extent of the final project
selections, we estimate that it could be up to an additional $400,000 to bring the report to final
completion.

Distribution and Storage Improvements Plan
The City owns and operates approximately 125 miles of water distribution system mains ranging
in size from 4-inch to 24-inches in diameter, 3,400 isolation valves, 930 hydrants, and includes
water storage and pumping facilities. Storage is comprised of a 7 million gallon (MG)
underground storage reservoir (low zone) as well as two elevated storage tanks (high zone) with
capacities of 150,000 gallons (Redstone tank) and 500,000 gallons (UVM tank). The 7 MG
reservoir is fed by the finish water pumps at the Water Treatment Facility, while the elevated
tanks are supplied by the Reservoir Pump Station. Upgrades to the Reservoir Pump Station and
some components of the Reservoir itself are being advanced under an existing project funded by
the 2025 WATER bond due to the criticality of those elements and the fact that they are well
beyond their useful age.

Over the last 8 years, the Water Resources Division has made significant investments to the
distribution system, with prioritization decisions driven by a combination of age, break history
and to a large extent, external drivers such as transportation projects. With the improvements
Water Resources Division has made in the recent years to its GIS system, as well as previous
adoption of VUEWorks software to track maintenance, operation and related work orders for
distribution system assets - additional data is now available to develop a more comprehensive
and longer-term capital replacement plan that has a stronger focus on the needs of the water
system. Additionally, given the City’s focus on housing growth, it is important that the capital
plan take into account the potential for increased water usage both system wide and in localized
areas where there is potential for density increases. The City is due for an overhaul of its
hydraulic model to ensure its consistency with all the recent updates to the system and to ensure

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that the model is calibrated to current conditions for accuracy. This model will enable the team
to review both existing as well as potential capacity constraints and will also enable the team to
look at projects that can enhance water quality in certain areas of the system. Without an up-to-
date hydraulic model, WRD will be unable to evaluate what improvements are necessary to
support proposed developments across the City. WRD will also be unable to develop a realistic
capital plan that addresses capacity issues in the system.

The primary components of the Distribution and Storage Systems Improvements Plan include:

  Historical and projected water demands using geo-coded data
  Provide a deep understanding of where and when water demand has been
 occurring, as well as incorporating known planning data to understand how and
 where water demand is projected to increase. The city-wide demand data will
 also be used for the Water Treatment Facility Improvement Plan project – but
 spatially oriented data is needed for the various analyses contained within this
 project.

  Pumping and water storage capacity analysis
  Evaluate the relationship between pumping and storage for both the low and high
 services zones and make recommendations for any necessary improvements
 required for the future needs of the system including the ability to serve water
 during emergency events.

  Hydraulic Modeling
  Develop a detailed, calibrated hydraulic model which incorporates findings from
 the aforementioned items in conjunction with GIS data. The model is then
 processed under various types of scenarios to further determine where the water
 distribution system is projected to be unable to meet minimum levels of service.
 This and other tasks will also involve looking at the City’s options for further
 hardening itself against catastrophic failures including existing and future
 interconnects with Champlain Water District, the adjacent water system. In
 addition, the model will be used to holistically review water quality within the
 system.

  Capital Improvement Plan
  Recommended infrastructure projects associated with distribution, pumping and
 storage will be developed for a 15-year planning horizon, broken into three
 consecutive 5-year periods. Each project will include conceptual level estimates
 of probable cost along with a proposed implementation schedule.


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While the scope of work for this portion of the Water System Strategic Capital Plan is intended
to yield a 100% preliminary engineering report, there will be opportunities for stakeholder
engagement at the 60% and 90% stage of this preliminary engineering project to ensure buy-in
from ratepayers on the final plan.

CONSULTANT PROCUREMENT:

DPW closely followed the DWSRF procurement requirements for all project related engineering
services in accordance with 40 U.S.C. § 1101-1104, which requires public issuance of a request
for qualifications (RFQ) and negotiation of contracts using a qualifications-based selection (QBS)
process. This procurement methodology is also supported by the City’s Procurement Policy.
Wright-Pierce was selected as our Drinking Water engineering consultant in 2024 through a
competitive Request for Qualifications (Attachment C) which had 2 respondents. Wright Pierce
was selected as the most qualified consultant when scored for their qualifications to perform
engineering related to both vertical (treatment plant and pumping) and horizontal (water mains)
assets.

Once we submit a finalized and executed engineering services agreements to the State and other
project loan approvals are complete, we will obtain a “letter of authorized funding”. Once the
State has issued this letter for a given project, the City is able to incur expenses even before the
loan has been executed. Reimbursement for these expenses can only be processed once the loan
is executed. However, it is not atypical for communities to begin engineering related work upon
the submission of the loan application since there can be some delay in executing the final loan
agreements. Water Resources will authorize $100,000 of consultant work for each of these
projects once we get acknowledgement of the receipt of our loan application so that Wright
Pierce can start work on the extensive background data collection required.


PROJECT COST AND LOAN SUMMARY:

Water quality and rate affordability guide every decision we make at Water Resources. The
DWSRF carries specific requirements during procurement, design, and construction phases of
projects. While this adds some time on the front end, the advantages over a publicly offered bond
include a lower borrowing cost (2-3% administration fee), potential access to subsidy, repayment
periods that can extend beyond 20 years where appropriate for longer life infrastructure, and a
delayed repayment period (1 year from the completion of construction) which gives us some
flexibility in budgeting for debt service. These benefits result in mitigated rate increases for our
residents and customers.




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The following summary table outlines the costs that comprise the DWSRF Loan amounts for
which we are seeking approval. We have estimated not-to-exceed (NTE) values for our loan
applications to ensure there is contingency above the current scope cost estimates to make
reasonable scope of work adjustments during the final review of the scope by the State which is
currently underway.

Water Treatment Facility Improvements Plan
 Item Loan Authorization
 Step I: Wright Pierce 60% $650,000
 Preliminary Engineering

Water Distribution and Storage Improvements Plan
 Item Loan Authorization
 Step I: Wright Pierce 100% $544,000
 Preliminary Engineering

Debt service from these early project stages will be rolled into future SRF loan phases - Step II
Final Engineering and then Step III Construction loans. The project cannot proceed to
construction borrowing until additional voter approval is secured. These PERs will enable us to
develop full Water Resources bill impact and rate projections, which will necessarily be a part of
any conversations about additional voter approval. Debt service for the full project does not
begin until 1 year after project completion, which is anticipated no earlier than 2030. Based on
that schedule, resulting rate increases wouldn’t begin until 2031 or later.

ATTACHMENTS:
  Attachment A: Resolutions
  Attachment B: Scopes of Work
  Attachment C: Water Engineering Consultant RFQ

MOTIONS:
The Department of Public Works’ Water Resources Division respectfully requests that the Board
of Finance and City Council approve the following motions:

Board of Finance Actions:

 1. “To approve and recommend that the City Council waive the reading and adopt the
 attached resolution authorizing a Step I loan up to $650,000 from the Vermont Drinking
 Water State Revolving Fund for the Water Treatment Facility Improvements Plan – Phase
 I as more specifically set forth in the attached resolution.”



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 2. “To approve and recommend that the City Council waive the reading and adopt the
 attached resolution authorizing a Step I loan up to $544,000 from the Vermont Drinking
 Water State Revolving Fund for the Water Distribution and Storage System Improvements
 Plan as more specifically set forth in the attached resolution.”

City Council Actions:

 3. “To waive the reading and to adopt the attached resolution authorizing a Step I loan up
 to $650,000 from the Vermont Drinking Water State Revolving Fund for the Water
 Treatment Facility Improvements Plan – Phase I as more specifically set forth in the
 attached resolution.”

 4. “To waive the reading and adopt the attached resolution authorizing a Step I loan up to
 $544,000 from the Vermont Drinking Water State Revolving Fund for the Water
 Distribution and Storage System Improvements Plan as more specifically set forth in the
 attached resolution

Thank you for your consideration of this request.




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 Page 192 of 300
 Attachment A.1
 Resolution Relating to RESOLUTION________
 Sponsor(s):
 AUTHORIZATION FOR UP TO $650,000 STEP I LOAN FROM VERMONT DRINKING WATER STATE
 REVOLVING FUND, FOR AN ENGINEERING CONTRACT WITH WRIGHT-PIERCE FOR WATER
 TREATMENT FACILITY IMPROVEMENT PLAN.
 Introduced: ____________________
 Referred to: ____________________
 _____________________________
 Action: ________________________
 Date: __________________________
 Signed by Mayor: ________________

 CITY OF BURLINGTON
 In the year Two Thousand Twenty Six………………………………………………………………………
 Resolved by the City Council of the City of Burlington, as follows:

 1 That WHEREAS, the State of Vermont Drinking Water State Revolving Fund (“DWSRF”) provides loans
 2 for planning and preliminary engineering (Step I) and final design engineering (Step II) of municipal drinking
 3 water system projects; and
 4 WHEREAS, the City’s Water Treatment Facility was last upgraded in 1984 and is in need of both
 5 infrastructure replacement and modernization to ensure the provision of amply supplied and clean, safe
 6 drinking water; and
 7 WHEREAS, the City has determined that a Water Treatment Facility Improvements Plan (the “Plan”);
 8 is a critical component to the City’s larger planning efforts and the Water Resources update of the 15-year
 9 Drinking Water Capital Plan and related financial planning; and
10 WHEREAS, the initial phase of the Plan is completion of Phase I (60%) of a Preliminary Engineering
11 Report (“PER”) to study the facilities needs and identify upgrade alternatives in support of developing a
12 Facility Improvement Plan (the “Project”); and
13 WHEREAS, the City expects that a future, final phase of the PER will select the project alternatives
14 and provide preliminary cost estimates in order to finalize the Plan; and
15 WHEREAS, the City has followed a competitive qualifications-based procurement process required by
16 the State and selected Wright Pierce as the most qualified contractor for the engineering of this Project; and
17 WHEREAS, the Project is estimated to require a total contract authorization of up to $650,000 with
18 Wright Pierce; and
19 WHEREAS, the Project is eligible for a Step I State of Vermont DWSRF Planning Loan of up to
20 $650,000; and
21 WHEREAS, the standard DWSRF Loan terms for projects of this type are up to 10 years at 0%
22 interest; and
23 WHEREAS, pursuant to 24 V.S.A. Section 4756(e), the City Council may authorize and incur debt on
24 behalf of the City for preliminary engineering plans and studies without prior voter approval, provided that
 {00164621.2}
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 Page 2
 Resolution Relating to
 AUTHORIZATION FOR UP TO $650,000 STEP I LOAN FROM VERMONT DRINKING WATER STATE
 REVOLVING FUND, FOR AN ENGINEERING CONTRACT WITH WRIGHT-PIERCE FOR UP TO $650,000 FOR
 THE WATER TREATMENT FACILITIES IMPROVEMENT EVALUATION.

25 such debt shall be included in any subsequent public authorization of indebtedness necessary to construct the
26 project for which the planning loans are used; and
27 WHEREAS, the City intends to seek future voter approval to incur indebtedness in connection with the
28 Plan and the Water Distribution and Storage System Improvement Plan.
29 NOW THEREFORE, BE IT RESOLVED that the City Council authorizes the Director of Public Works,
30 or his designee, to complete the Step I Loan Application for Revolving Loan Funds under 24 V.SA. Chapter
31 120 and to apply to the Vermont DWSRF and Vermont Municipal Bond Bank (the “Bank”) for the financing of
32 a loan in a principal amount not to exceed $650,000 (the “Loan”) subject to final review and approval by the
33 Chief Administrative Officer and Director of Finance; and
34 BE IT FURTHER RESOLVED that the City Council authorizes the Director of Public Works to execute
35 an Engineering Services Agreement with Wright Pierce for preliminary engineering for a total authorized
36 expenditure not to exceed $650,000, subject to review and approval by the City Attorney’s Office; and
37 BE IT FURTHER RESOLVED that the City Council authorizes the Mayor, Chief Administrative
38 Officer, Director of Finance, and Assistant Director of Finance (the “Authorized Officers”), individually or
39 collectively, to execute and deliver: (i) a loan agreement with the Bank to evidence the Loan and the repayment
40 thereof; (ii) one or more bond(s) or promissory note(s) in an aggregate principal amount not to exceed the Loan;
41 (iii) such documents and instruments as the Bank may request in connection with the Loan, in such form and
42 with such terms as they deem necessary and in the City’s best interest; and (iv) such other documents and
43 instruments necessary or convenient in connection with the Loan, all subject to the prior review and approval of
44 legal counsel; and
45 BE IT FURTHER RESOLVED that the City Council designates the following City staff member as an
46 alternate authorized representatives of the Project with authority to execute administrative or reimbursement
47 documents, and other ancillary documents other than the loan application or loan agreements: Department of
48 Public Works Water Resources Division Director, Megan Moir.




 10497978_2:12576-00011


 Page 194 of 300
 Attachment A.2
 Resolution Relating to RESOLUTION________
 Sponsor(s):
 AUTHORIZATION FOR UP TO $544,000 STEP I LOAN FROM VERMONT DRINKING WATER STATE
 REVOLVING FUND, FOR AN ENGINEERING CONTRACT WITH WRIGHT-PIERCE FOR WATER
 DISTRIBUTION AND STORAGE SYSTEM IMPROVEMENTS PLAN.
 Introduced: ____________________
 Referred to: ____________________
 _____________________________
 Action: ________________________
 Date: __________________________
 Signed by Mayor: ________________

 CITY OF BURLINGTON
 In the year Two Thousand Twenty Six………………………………………………………………………
 Resolved by the City Council of the City of Burlington, as follows:

 1 That WHEREAS, the State of Vermont Drinking Water State Revolving Fund (“DWSRF”) provides loans
 2 for planning and preliminary engineering (Step I) and final design engineering (Step II) of municipal drinking
 3 water system projects; and
 4 WHEREAS, in the last ten years the City has dramatically increased its investment in water main
 5 replacement with projects selected primarily based on break history and overlap with transportation projects;
 6 and
 7 WHEREAS, to ensure the supply of ample, clean, safe drinking water to all portions of the City via the
 8 distribution and storage network, including those where housing growth is anticipated, a more comprehensive
 9 system-wide evaluation, including updated hydraulic model, is needed; and
10 WHEREAS, the City has determined that a Water Distribution and Storage Systems Improvements
11 Plan (the “Plan”) is a critical component to the City’s larger planning efforts and the Water Resources update
12 of the 15-year Drinking Water Capital Plan and related financial planning; and
13 WHEREAS, the initial phase of the Plan is completion of a Preliminary Engineering Report (“PER”)
14 including efforts to identify water supply demand needs, update the City’s hydraulic model, review asset
15 management data, identify replacement and capacity improvements needs, develop cost estimates and
16 prioritize such improvements for the next 15 years (the “Project”); and
17 WHEREAS, the City has followed a competitive qualifications-based procurement process required by
18 the State and selected Wright Pierce as the most qualified contractor for the engineering of this Project; and
19 WHEREAS, the Project is estimated to require a total contract authorization of up to $544,000 with
20 Wright Pierce; and
21 WHEREAS, the Project is eligible for a Step I State of Vermont DWSRF Planning Loan of up to
22 $544,000; and
23 WHEREAS, the standard DWSRF Loan terms for projects of this type are up to 10 years at 0%
24 interest; and
 {00164621.2}
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 Page 2
 Resolution Relating to
 AUTHORIZATION FOR UP TO $581,000 STEP I LOAN FROM VERMONT DRINKING WATER STATE
 REVOLVING FUND, FOR AN ENGINEERING CONTRACT WITH WRIGHT-PIERCE FOR UP TO $650,000 FOR
 THE WATER TREATMENT FACILITIES IMPROVEMENT EVALUATION.

25 WHEREAS, pursuant to 24 V.S.A. Section 4756(e), the City Council may authorize and incur debt on
26 behalf of the City for preliminary engineering plans and studies without prior voter approval, provided that
27 such debt shall be included in any subsequent public authorization of indebtedness necessary to construct the
28 project for which the planning loans are used;
29 WHEREAS, the City intends to seek future voter approval to incur indebtedness in connection with the
30 Plan and the Water Treatment Facility Improvement Plan.
31 NOW THEREFORE, BE IT RESOLVED that the City Council authorizes the Director of Public Works,
32 or his designee, to complete the Step I Loan Application for Revolving Loan Funds under 24 V.SA. Chapter
33 120 and to apply to the Vermont DWSRF and Vermont Municipal Bond Bank (the “Bank”) for the financing of
34 a loan in a principal amount not to exceed $544,000 (the “Loan”) subject to final review and approval by the
35 Chief Administrative Officer and Director of Finance; and
36 BE IT FURTHER RESOLVED that the City Council authorizes the Director of Public Works to execute
37 an Engineering Services Agreement with Wright Pierce for preliminary engineering for a total authorized
38 expenditure not to exceed $544,000, subject to review and approval by the City Attorney’s Office; and
39 BE IT FURTHER RESOLVED that the City Council authorizes the Mayor, Chief Administrative
40 Officer, Director of Finance, and Assistant Director of Finance (the “Authorized Officers”), individually or
41 collectively, to execute and deliver: (i) a loan agreement with the Bank to evidence the Loan and the repayment
42 thereof; (ii) one or more bond(s) or promissory note(s) in an aggregate principal amount not to exceed the Loan;
43 (iii) such documents and instruments as the Bank may request in connection with the Loan, in such form and
44 with such terms as they deem necessary and in the City’s best interest; and (iv) such other documents and
45 instruments necessary or convenient in connection with the Loan, all subject to the prior review and approval of
46 legal counsel; and
47 BE IT FURTHER RESOLVED that the City Council designates the following City staff member as an
48 alternate authorized representatives of the Project with authority to execute administrative or reimbursement
49 documents, and other ancillary documents other than the loan application or loan agreements: Department of
50 Public Works Water Resources Division Director, Megan Moir.




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 Attachment B.1


12/02/2025
 Draft Scope of Services
 for
 Facility Improvement Plan for Upgrades
 to the City of Burlington Water Treatment Plant


PHASE 1 - FACILITY IMPROVEMENT PLAN

I. Task 1 - Facility Assessment

 During the Facility Assessment task, the ENGINEER shall:

 A. Project Kickoff and Data Collection
 •  Conduct a project kick-off meeting to review the goals and schedule of the project.
 •  Develop and submit a request for information to collect available reports and prior
 evaluations, plans, planning documents, and other existing information related to
 the WTP. This scope of work assumes that the CLIENT will provide information
 requested within 2 weeks of the request.
 •  Receive and catalog data received from CLIENT for use in analysis as part of other
 Tasks.

 B. Asset Condition Assessment
 •  Using the City’s existing data, review the City’s existing asset inventory and
 assessment information included in the Vueworks database.
 •  Review, refine and expand the WTP asset database as necessary.
 •  Conduct a Matterport scan of the facility (interior of the two buildings on site
 included in this scope) to aid in the assessment of the facility, and development of
 recommendations.
 •  Perform on-site investigations to update assessments on WTP assets. Investigations
 will be conducted by experienced technical staff familiar with water treatment
 systems and associated equipment. This effort is estimated to be completed over a
 2-3 day period. This effort will include an evaluation of:
 o Process equipment
 ▪ Chemical storage and feed equipment
 ▪ Raw Water Intake and Pretreatment
 ▪ Coagulation, Sedimentation, Clarification system
 ▪ Filtration process units
 ▪ Raw, process and finish water pumps
 ▪ Clearwell storage
 ▪ Residuals management system (Sludge Handling)
 o WTP site
 o Onsite tankage (visual external inspection only, no diving or interior tank
 inspection included in scope, review of prior internal inspection reports only)
 o Structural and building envelopes
 o Electrical,
 o Instrumentation,


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 o SCADA,
 o Security and safety systems
 o HVAC and mechanical systems.

 Responsibility of CLIENT - During inspections, WTP staff will need to be present
 during the inspections to activate equipment systems, and provide equipment to
 facilitate safe access for inspections and evaluations.

 CLIENT to de-energize and provide a licensed electrician for access to electrical
 panels that have voltage ratings higher than 120v during ENGINEER’s on-site
 assessment. Interior of panels containing voltage higher than 240v will not be
 opened or evaluated by ENGINEER personnel. If inspection and evaluation is
 needed, CLIENT to provide a licensed electrician to complete the evaluation.

 • Review equipment, instrumentation and facility for condition, operability,
 suitability for application and location. This assessment will include a visual
 inspection of components while in operation to identify problems such as leakage,
 excessive vibration, noise or temperature, condition of coatings and signs of wear
 and corrosion. Equipment information including make, model, and serial numbers
 will be provided as part of the existing asset list provided by Burlington which will
 be confirmed during the evaluation. Updates will be made to the list as needed. The
 City will provide their existing “priority needs list” of maintenance items and
 repairs and historical vibration monitoring of equipment prior to conducting
 evaluations. This information will be updated based on the facility assessment.
 • Photo documentation of assets will be taken during field investigations.
 • Obtain and update existing projected water demand reports.
 • Review of WTP pump systems and their capacity to meet existing and projected
 system demands. Existing and proposed water system demands will be developed
 separately as part of the Water System Master Plan scope of work. The Proposed
 conditions develop will be 2040.
 • Review of chemical systems and storage based on historical usage and projected
 demands. Review chemical storage and handling practices. Review emergency
 shower and eyewash locations.

C. Risk Matrix Development, Alternatives Analysis and Recommendations
 •  Develop a risk-based model to assign probability and risk of failure to WTP
 components. A Weibull Analysis will be performed to determine the probability of
 failure, and the Triple Bottom Line Concept will be used to determine the
 consequence of asset failure.
 •  The analysis will incorporate recommendations for repairs to correct deficiencies
 noted in the field inspections, information collected and reviewed as part of prior
 Tasks.
 •  As appropriate, improvements or asset replacements will be organized into projects
 that address several items concurrently in a cost-effective manner. The list will
 include a recommended schedule for implementation and estimated cost for
 modifications or replacements.



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 • ENGINEER will prepare a prioritized list of assets needing replacements or repairs
 and will assign them to one of the two following categories:
 o High to medium priority items
 o Medium to low priority items
 • Analysis of proposed upgrades to the treatment process to improve treatment
 performance will be included in Task 2 and will not be included in this prioritized
 list of asset renewal.

II. Task 2 - Preliminary Treatment Alternatives

 The objective of Task 2 is to identify a cost-effective approach for upgrading the existing
 water treatment plant process. The study will review and assess the current limitations of
 the process (performance, hydraulic capacity, redundancy, etc.) and evaluate potential
 improvements. The following outlines work to be performed under this Task.

 A. Water Quality Review
 • Kick-off meeting to review scope, goals, objectives, milestones, etc.
 • Review existing data including plant performance records, raw and finished water
 quality history (10-years of MORs), SCADA trending and other relevant
 information regarding the treatment process.
 • Make a preliminary assessment of water quality in Lake Champlain through the
 following:
 o Establish baseline water quality from the collection and basic laboratory
 analysis of raw water samples from Lake Champlain to characterize water
 quality. Samples will be collected from intake sample locations including:
 ▪ turbidity
 ▪ pH
 ▪ alkalinity
 ▪ TOC/DOC
 ▪ SUVA / UV 254
 o Data to be developed and organized by City staff from raw water quality
 developed from prior water quality studies in Burlington.
 o Identify data gaps and determine current limitations on surface water quality. It
 is understood that additional water quality data will be required and will be
 collected by the City. This data will be required to fine tune this preliminary
 assessment.
 • Revisit and review the performance limitations and findings from the 1999 WTP
 Evaluation report.
 • Establish finished water quality objectives for the facility to assure compliance with
 current and projected water quality standards as well as horizon treatment issues
 including potentially regulated contaminants on EPA's candidate contaminant list
 (CCL 3) and the upcoming Stage 3 DBPR. Review and compare treated water
 compliance history to EPA's published and proposed regulations.

 B. Process Evaluation & Concept Development
 •  Evaluate each individual process to determine the extent of improvements required,
 what modifications can be made to the existing process and consider alternative


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 products/processes/technologies or configurations to improve performance and/or
 restore functionality and reliability. The evaluation will consider alternatives for
 reuse recognizing that the improvement may not meet the full goal of redundancy or
 process optimization. The evaluation for improvements to each existing process
 component will consider but not be limited to the following:
 o Raw water intake
 o Oxidation
 ▪ review various oxidants in effort to reduce DBP formation
 o Rapid Mixing & Coagulation
 ▪ retain and improve or replace existing system;
 ▪ alternative coagulants;
 o Flocculation
 ▪ retain and improve existing system;
 ▪ retrofit existing flocculation system with contact clarification (microfloc) or
 other technologies;
 o Sedimentation
 ▪ retain and improve or replace existing system;
 ▪ Reinstall lamella settling plates to improve clarification process
 ▪ retrofit existing sedimentation system with advanced removal technologies;
 such as DAF, Actiflo, or submerged membranes;
 o Traveling Bridge Filtration
 ▪ review issues with underdrains
 ▪ retain existing system in series with Main plant filtration;
 ▪ retrofit existing filters with alternative media;
 o Main Plant Filtration
 ▪ retain and improve existing system;
 ▪ retrofit existing filters to rapid sand beds;
 ▪ replace with submerged or pressure membranes or other technologies;
 o Clearwell (Disinfection)
 ▪ retain and improve existing clearwell;
 ▪ addition of tankage;
 ▪ conduct fluoride tracer study of available clearwell configurations.
 ▪ consider proposed redundancy and reliability improvements slated for 2025
 ▪ addition of ultra-violet light disinfection or other technologies;
 ▪ Reduce DBPs and formation through treatment process
 ▪ Review options for “boosting” residual in distribution system
 • Develop conceptual upgrade configurations and assess each alternative regarding
 building impacts, design challenges, potential conformance with current and
 upcoming regulations, constructability and implementation and total project cost for
 each option under consideration.

C. Screening of Process Alternatives
 •  Develop a decision matrix to screen and rank each alternative. The matrix will
 include a variety of quantitative and qualitative criteria and weighting factors to be
 developed with input provided by the City. Examples of criteria and factors at a




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 minimum are listed. Other criteria and factors can/will be added during the
 evaluation process.
 o Ease of operations
 o Annual operating cost
 o Capital cost, life cycle and life cycle cost
 o Permitting complexity
 o Reliance on proprietary systems
 o Complexity with retaining plant operations during construction
 o Regulatory compliance
 o Ability to treat existing and future supplies
 • Recommend a course of action for advancing the preferred alternative.
 Recommendations will include an implementation plan for advancing future phases
 of the project as well as conceptual floor plans and profiles. Preparation of report
 and detailed cost estimate of the preferred alternative that can be indexed to future
 dates as the project progresses is included in Task 3B.

III. Meetings, Report and Presentations

 A. Meetings
 • Conduct one project kick off meeting with Client and develop minutes.
 • Conduct six monthly status update and develop meeting minutes
 • Conduct two report deliverable submittal review meetings and develop meeting
 minutes. Where appropriate, these meetings will be coordinated with monthly status
 meetings.
 • Conduct one project wrap up meeting with Client and develop minutes.
 • All meetings are proposed as virtual otherwise noted. (10 total meetings included)

 B. Reports
 •  The report deliverables will be developed consistent with Tasks 8 and 9 of the SRF
 Step 1 Planning loan process and requirements. Report to include Sections 1-5 of
 the VTDEC Preliminary Engineering Report (PER) format.
 •  PER 30% Submission - This 30% Draft Report will mainly summarize the project
 planning components, existing conditions and project need. The report will be
 formatted consistent with sections 1-3 of the VTDEC Preliminary Engineering
 Report. Field reports will be included as an Appendix. As appropriate, the report
 will contain photographs, schematic layouts, sketches, and conceptual design
 criteria with appropriate exhibits to indicate the considerations involved at the WTP
 available to the City. Furnish Draft 30% Submission (sections 1-3) to, CLIENT and
 VTDEC within 90 days of receiving written authorization to proceed from
 CLIENT. 45 Days of Client and VTDEC Review time have been caried inline with
 VTDEC guidance.
 •  PER 60% Submission - This 60% Draft Report will mainly summarize the project
 alternatives evaluation and preferred alternative selection and recommendation.
 Report will be formatted consistent with sections 4-5 of the VTDEC Preliminary
 Engineering Report. Field reports will be included as an Appendix. As appropriate,
 the report will contain photographs, schematic layouts, sketches, and conceptual
 design criteria with appropriate exhibits to indicate the considerations involved and


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 the recommended alternate improvement solutions at the WTP available to the City.
 Furnish Draft 60% Submission (sections 4-5) to, CLIENT and VTDEC within 180
 days of receiving written authorization to proceed from CLIENT. 45 Days of Client
 and VTDEC Review time have been caried inline with VTDEC guidance.
 • Furnish Final Compiled Draft Report (sections 1-5) to, and review it with, CLIENT
 within 255 days of receiving written authorization to proceed from CLIENT.
 Provide 2 hardcopies and an electronic copy in PDF format.
 • Address CLIENT’s comments, as appropriate, and furnish the Final Compiled
 Report PER section 1-5 to CLIENT within 30 days of receiving comments from the
 CLIENT and VTDEC. Provide 2 hardcopies and an electronic copy in PDF format.

 C. Presentations
 •  ENGINEER will present the results of the draft and final report to the City. Two
 formal presentations of the project results are included in this scope of work.

PHASE 2 - PRELIMINARY ENGINEERING REPORT (FUTURE SCOPE OF WORK)

A. Upon completion of Phase 1, CLIENT and ENGINEER shall review report and develop
 scope of improvments to be combined into a project. The engineering level of effort
 associated with this future task will be determined at the onset of this Phase of work.

B. Develop Draft ESA/LOE/Project Cost Summary and DEC Certification in support of a
 VTDEC Step 1 Preliminary Engineering Report loan application by the City (Assumes City
 will be developing loan agreement and processing disbursement requests.)

C. Conduct a boundary and topographic survey of the WTP grounds and including the
 transmission mains near the railroad crossing.

D. Conduct a survey grade laser scan of the facility (interior of the two buildings on site
 included in this scope) to aid in the development of the existing conditions base plans for the
 facility, and development of design drawings.

E. Develop and deliver a Preliminary Engineering Report in line with VTDEC Step 1 Planning
 loan guidance Tasks 10 through 12E.

F. Furnish a Draft Report to, and review it with, CLIENT within ___ days of receiving written
 authorization to proceed from CLIENT. Provide 2 hardcopies and an electronic copy in PDF
 format.

G. Address CLIENT’s comments, as appropriate, and furnish the Final Report to CLIENT
 within ___ days of receiving comments from the CLIENT. Provide 2 hardcopies and an
 electronic copy in PDF format.

H. ENGINEER will present the results of the draft and final report to the City. Two formal
 presentations of the project results are included in this scope of work.




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Facility Improvement Plan Effort and Fee Table

 Task Description Effort (hours) Cost
  1 Facility Assessment
  1A Project Management/Coordination 50 $9,000
  1B Site Visits/Asset Assessment 430 $90,000
  1C Facility Matterport Scan (sub-contracted) 18 $24,000
  1C Risk Matrix Development, Alternatives Analysis 480 $90,000
 and Recommendations
 Task 1 Subtotal $213,000
  2 Preliminary Treatment Alternatives Evaluation
  2A WQ Data Review 50 $9,000
  2B Process Evaluation 650 $119,000
 Task 2 Subtotal $128,000
  3 Meetings, Reports and Presentations
  3A Meetings (10) 250 $45,000
  3B Reports 1,050 $188,000
  3C Presentations (2) 70 $14,000
 Task 3 Subtotal 247,000
 Total Cost
 $588,000
 ~10% final State Review contingency $58,000
Facility Improvement Plan Schedule Total with  contingency $646,000
 use NTE =$650,000
 Task Description Duration  Start Finish
  0 Notice to Proceed -- 0 0
  1 Facility Assessment 90 0 90
  1 Kickoff Activities 15 0 15
  1B Site Visits/Asset Assessment 45 15 60
  1C Facility Matterport Scan (sub-contracted) 3 20 23
  1C Risk Matrix Development, Alternatives 60 30 90
 Analysis and Recommendations

  2 Preliminary Treatment Alternatives 90 60 150
 Evaluation
  2 Task 2 Kick off meeting -- 60 60
  2A WQ Data Review 15 60 75
  2B Process Evaluation 75 75 150



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 3 Report Development 225 30 255
 30% PER Planning Meeting -- 30 30
 Prepare Draft 30% PER Chapters 1-3 60 30 90
 Submit Draft 30% PER Chapters 1-3 -- 90 90
 Client and VTDEC Review Period (45 days) 45 90 135
 60% PER Planning Meeting -- 150 150
 Prepare Draft 60% PER Chapters 1-3 30 150 180
 Submit Draft 60% PER Chapters 4-5 -- 180 180
 Client and VTDEC Review Period (45 days) 45 180 225
 Revise Final PER Chapters 1-5 30 225 255
 Submit Final PER Chapters 1-5 -- 255 255
 Presentations TBD -- --

*Note: Preliminary schedule is based on calendar days. This schedule is preliminary and will be
adjusted based on staff availability, scheduled holidays and will be finalized once agreement is in
place and notice to proceed has been issued.




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 Attachment B.2



 SCOPE OF SERVICES
 FOR
 WATER DISTRIBUTION AND STORAGE SYSTEMS IMPROVEMENTS PLAN


I. INTRODUCTION

The Water Distribution and Storage Systems Improvements Plan (Plan) aims to benefit residents,
businesses, and critical community facilities within Burlington’s (City’s) water service area by developing
a strategy to modernize distribution water infrastructure, maintain reliable service, and meet established
level of service (LOS) goals.

The water service area encompasses approximately 15.5 square miles, covering the majority of the City.
However, certain small areas within the city limits are not served by City water. Outside of the City limits,
Colchester Fire District #2 (CFD2) and a small portion of South Burlington are served by the City.

The City’s water system operates under Water System ID No. 5053, with a permitted maximum daily
operating capacity (MDOC) of 10.08 MGD, serving water to customers via 125 miles of distribution system
mains ranging in diameter from 2 to 24-inches.

The City has one water treatment plant (WTP). The City will be completing a Modernization evaluation of
the WTP in parallel with this water distribution system planning effort. General details of the current WTP
are presented below:

 WTP:
 o Water Supply – Redundant Dual intake from Lake Champlain.
 o Permitted WTP capacity: 10.08 MGD. (This value will be re-considered during the WTP evaluation
 in 2026). Current physical capacity is less than permitted capacity at current treatment level of
 service (Partnership for Safe Water).
 o Processes: chemical treatment, clarification, filtration (two stage), and disinfection.
 o Features: Dual clearwells, Standby power generation for the entire facility, Remote monitoring of
 WTP facility and distribution facilities via SCADA telemetry.

The water distribution system is comprised of two primary pressure zones: the Low Service Zone and the
High Service Zone. The Low Service Zone is supplied water directly from the WTP, providing water to
customers from elevation 100 ft to approximately 320 ft (MSL). The High Service Zone provides water to
customers at elevations typically greater than 320 ft (MSL), and is located in the eastern side of the City.
Water from the Low Service Zone is transferred to the High Service Zone by the Reservoir Pump Station
located adjacent to the Reservoirs (7 million gallon capacity). Water storage in the High Service Zone is
provided by the 500,000 gallon UVM and 150,000 gallon Redstone tanks. The City is currently designing
improvements to the Reservoirs and Reservoir Pump Station scheduled for construction no later than
2027.

The water distribution system includes two existing water system connection points with South
Burlington. The South Burlington water system is supplied water and operated by Champlain Water
District (CWD).

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1) The Burlington South Meter Vault, commonly referred to as the “Shelburne Road Emergency
Interconnect” or “Sears Meter Vault”, on Shelburne Road is owned by the City of Burlington. The City
owns all piping, valves, etc. within the existing Burlington South Meter Vault. The Burlington South Meter
Vault does not have a permanent meter installed. During an emergency event, the City will need to install
a portable meter to record total flow. CWD’s ownership on the 10” ductile iron cement lined “spur” on
Shelburne Road ends at CWD HS#305 valve.

2) The Burlington East Meter Vault –is owned by CWD this vault is commonly referred to as the “Jug
Handle”, on Williston Road. CWD owns all piping, valves, instrumentation, electrical, etc. within the
Burlington East Meter Vault, except for the meter. The Burlington East Meter Vault has a permanent
meter, which is owned by the City. The valve and piping directly downstream of the Burlington East Meter
Vault are owned by the City of South Burlington. The valve and piping directly upstream of the Burlington
East Meter Vault are owned by the City of Burlington.

The City also currently supplies water to two consecutive systems through master meters to CFD2 and the
North Ave Co-Op Water System.

The objectives of the Plan are to:

 Document the Existing Distribution System
 Establish Performance and Evaluation Criteria
 Establish Water Demand Projections
 Develop and Calibrate a Comprehensive Hydraulic Model
 Perform Storage and Pumping Capacity Evaluation
 Perform Hydraulic Evaluation
 Evaluate Water Quality
 Evaluate Infrastructure Replacements and Improvements
 Review Asset Management Program
 Develop Capital Improvement Program
 Prepare Report

Wright-Pierce, Inc. (Consultant) proposes the Scope of Services below based on the above and previous
discussions with the City.

II. SCOPE OF SERVICES

Task 1 – Project Administration and Meetings

1.1 Project Administration
The Consultant will perform project management activities associated with the project. These activities
include planning and scheduling; managing staff, budgets and schedules; developing monthly status
reports and invoices; and coordinating with the City. This project will be funded through a SRF planning
loan. Additionally, the Consultant will set up a SharePoint FTP site for this project to facilitate exchange of
information.

1.2 Meetings
The Consultant will conduct the following meetings with the City’s staff:

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 Kickoff Meeting
 Monthly Progress Meetings
 30% and 60% progress meetings with VTDEC
 Capacity Assessment Meeting/Workshop
 Draft Plan Review Meeting


Deliverable(s):

 For each of the meetings listed above, the Consultant will prepare an agenda and electronically issue
 a meeting summary to all attendees (in PDF format).

Assumption(s):

 The Kickoff Meeting will occur within 14 calendar days of the Notice to Proceed (NTP).
 The Progress Meetings will be scheduled monthly to facilitate completion of the project.
 The 30% and 60% meetings with VTDEC will be scheduled concurrent with monthly progress
 meetings as schedule allows.
 The Capacity Assessment Meeting/Workshop will occur within 14 calendar days of the submission of
 the draft capacity assessment tables.
 The Draft Plan Review Meeting will occur within 21 calendar days of submission of the Draft Plan.
 The meetings will be Teams-enabled to allow Consultant team members not designated to attend
 in-person to participate as needed.




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Task 2 – Existing Water System

2.1 Information Request and Review
Exhibit A provides the Initial Information Needs List for this project, including requested information,
proposed submission deadlines, and status tracking fields. As the project progresses, additional
information may be added to address specific requirements. The Consultant will review the provided
information and incorporate relevant data into the Plan, including a summary of applicable resources.
2.2 Initial Facility Site Visit
The Consultant, accompanied by City operations personnel, will visit the City’s pumping stations and
tanks. The purpose of these visits is to:

 Confirm the system information provided by the City.
 Collect additional information where needed.
 Observe physical conditions.
 Capture photographic records of water system components.
 Identify operational constraints and issues based on discussions with City staff.

The observations and findings will support the assessment of facility needs and the planning of
subsequent field data collection activities. 1 day is allocated for this site visit.

2.3 Existing Water System Infrastructure Limits and Inventory
Using provided information, site visit findings, and discussions with City staff, the Consultant will perform
the following services to develop a comprehensive understanding of the system before performing the
analyses and evaluations necessary to develop proposed improvements in the Plan:

 Mapping Existing Infrastructure
 o Develop figures to illustrate:
  The extent of the current water system infrastructure.
  Parcels which are currently connected to the water system (High Service and Low Service
 zones to be delineated separately).
  Vacant parcels within the system limits (representing potential future connections requiring
 only a service lateral).
 o Develop one figure to show the locations of the WTP, pump station, tanks and interconnects.
 Existing Facility Review
 o Review WTP and pump stations. The existing facility conditions review for the WTP and pump
 station will summarize the evaluations completed by others for these facilities developed during
 the WTP Modernization Study (WP) and the Reservoir BPS improvements project (DG). This will
 include details essential to assessing hydraulic capacity and will tentatively include:
  Applicable details for each facility.
  Conditions observed and relevant photographs taken during site visits.
  Operator feedback, such as maintenance challenges, performance concerns, energy
 inefficiencies, output limitations, or water quality issues.
  Available information on emergency generators, including manufacturer, model, power
 output (kW), and supported loads during power outages. This information will support an
 evaluation of facility capacity when operating on standby power.
 o Other components not essential to assessing hydraulic capacity will be summarized in a fashion
 similar to that used in a sanitary survey.


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 Inventorying Water Distribution System Components
 o Review and revise an inventory of water distribution system components, tentatively including:
  Water main statistics related to miles of water main by size and material, available age
 information, estimated useful life by pipe material type, available break information, available
 chlorine residual information, and available customer complaint information.
  Fire hydrant statistics including quantity, available age information, estimated useful life, flow
 rates, available details of hydrant exercising program.
  Water isolation valve statistics (types and quantities by size), summary of known valve issues
 (stuck open/stuck closed), known closed valves, details of valve exercising.
  Water meter statistics (quantities by size, ages, useful life), overall estimated accuracy loss
 due to age (most customer meters read low after years of service), and details of meter
 replacement program (if available).

Deliverable(s):

 Draft figures and tables summarizing the above will be submitted to the City as part of this task.
 Final figures and tables will be incorporated into the Draft Plan Report.
 If edits to the GIS database are developed as part of our effort during this task, WP will submit a
 revised version of the GIS geodatabase water system infrastructure for Burlington’s use.

Assumption(s):

 The City will provide the Consultant the data listed in the Information Needs Lists by the date
 requested.
 The City and the Consultant will review and agree on needed updates to the draft figures and tables
 at a scheduled progress meeting included in Task 1.
 The City will accompany the Consultant during site visit.

Task 3 – Existing Programs and Completed, Active, and Committed Capital Improvement Projects
3.1 Existing Programs
The Consultant will summarize details related to the City’s programs list based on review of provided
information and discussion with City staff:


 Water Meter Servicing and Replacement Program
 Valve Inspection and Exercising Program
 Fire Hydrant Inspection and Testing Program
 Backflow Prevention Program
 Water Conservation Program
 Water Distribution System Flushing Program

3.2 Completed, Active, and Committed Capital Improvement Projects
The Consultant will create a summary table and figure to document the following:


 Completed capital improvement projects:


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 o Projects that have been placed into service but are not yet incorporated into the City’s existing
 asset database (GIS). These improvements need to be incorporated into the hydraulic model as
 constructed.
 Active capital improvement and developer projects:
 o Projects currently in the design or construction phase. These improvements are to be
 incorporated into the hydraulic model as sized and designed by others.
 Committed capital improvement projects:
 o Projects that have yet to be designed and constructed but are planned for future
 implementation as previously sized. For these improvements, the Consultant is to limit
 recommendations to the project timeline and will not re-evaluate the sizing of these
 improvements.

Deliverable(s):

 Draft figures and tables summarizing the above will be submitted to the City as part of this task.
 Final figures and tables will be incorporated into the Draft Plan Report.

Assumption(s):

 The City will provide the Consultant the data listed in the Information Needs Lists by the date
 requested.
 The City and the Consultant will review and agree on needed updates to the draft figures and tables
 at a scheduled progress meeting included in Task 1.

Task 4 – Historical and Projected Water Demands
This task involves summarizing historical water system demands, categorizing them into three key
categories—customer demands, water-quality maintenance demands, and other aggregated demands—
and developing residential and non-residential unit customer demands. These unit demand values will be
applied to projected parcel-level residential populations and non-residential development areas to
estimate future water demand. Please note that the future growth projections used for developing the
future demand estimates will be based on a combination of the City’s parcel level population
projections—and specific planned development information on file with the City’s planning department.

 Process Historical Demand Data

 o Analyze historical annual average daily demands (AADDs), maximum daily demands (MDDs), and
 estimated peak hourly demands (PHDs) from 2015 through 2024.
 o Create a table and figure to summarize these demands.
 Disaggregate AADD into Demand Categories
 o Break down AADD into following demand categories:
  Customer demands
  Water-quality maintenance demands
  Other aggregated demands (supply minus customer demands minus water-quality
 maintenance demands)
 o Utilize the following data sources:
  City customer service meter data
  City Public Supply Annual Reports

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  City flushing records
 Develop GIS Parcel Attribute Table and Create a GIS Layer Containing the Customer Demand and
 Flushing Points
 o Create a parcel GIS attribute table with the following envisioned fields (actual fields will depend
 on data availability):
  Parcel ID
  Land Use Type
  Water Service Available (Yes/No)
  Connected to Water System (Yes/No)
  Water Meter Premise ID
  2024 Water Meter Usages (for each billing period will be included as a separate field, usages
 will be data binned)
  Existing and Projected Parcel-Level Population Estimates (each as a separate field)
  Parcel Total Area
  Parcel Dry Area
  Building Area
  Estimated Building Heated Area
  Estimate Irrigable Area
 o Create a GIS Layer Containing the Customer Demand Points using:
  Provided Customer Meter Points
  Parcel centroids for customers missing customer meter points
 o Create a GIS Layer containing the Flushing Points
 Summarize Statistics and Recommendations:
  o Statistics to be summarized:
  Gross water demand per capita in gallons per day per capita (gpcd)
  Residential customer unit demand:
  Total demand (gpcd)
  Estimated indoor demand in gpcd
  Estimate outdoor demand (gallons per day per 1000 square feet, or gpd/1000 sq ft)
  Non-residential customer unit demand for applicable land use code:
  Total demand (gallons per day per 100 square feet of heated area, or gpd/100 sq ft)
  Estimated indoor demand (gpd/100 sq ft)
  Estimated outdoor demand (gpd/1000 sq ft)
  Other demand (gallons per day per inch diameter mile or gpd/IDM)
  Flushing demand (gpd/IDM or other quantity proposed by the Consultant after analysis of the
 data)
  o Recommendations to be made based on findings:
  Simplified non-residential land use categories and unit demand for each simplified category to
 streamline demand projections. Note: Using all land use codes often adds unnecessary
 complexity and increases effort with little benefit.
  Whether the residential and non-residential unit demands should be broken down into indoor
 and outdoor components or left as total demands. Note: A breakdown is only recommended
 if the analysis reveals significant advantages would be realized.
  A process to account for flushing and other demands in significant water system extensions.

Deliverable(s):



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 Draft figures and tables summarizing the above will be submitted to the City as part of this task.
 Final figures and tables will be incorporated into the Draft Plan Report.

Assumption(s):

 The City will provide the Consultant the data listed in the Information Needs Lists by the date
 requested.
 The City and the Consultant will review and agree on needed updates to the draft figures and tables
 at a scheduled progress meeting included in Task 1.

Task 5 – Facility Planning Level Evaluations

Following the site visits and completion of the hydraulic modeling, the Consultant will do the following:

 Summarize the capacity analyses of the WTP (completed under a separate project), and the High
 service area pump station (completed by others under a separate project) and the ability of South
 Burlington to provide water in emergency situation. The analyses determine the ability to serve
 existing and proposed MDOCs and the needed MDOC. This will consider storage capacity, and high
 service pumping capacity.
 o Background/Previous studies/Info
 o Evaluation Methodology
 o Pressure Zone Water Demands
 o Storage Capacity Evaluation
 o Interconnection Capacity Review
 o Pumping Capacity Evaluation (by others, referenced here)
 o Pumping Efficiency Evaluation
 o Conclusions and Recommendations
  Recommend storage improvement to satisfy the future needs of the system
  summarize ongoing high service pump station improvements.

Deliverable(s):

 Draft memo summarizing the evaluation components listed above.


Assumption(s):

 The City and the Consultant will review and agree on needed updates to the draft figures and tables
 during the capacity assessment workshop discussed in Task 1.

Task 6 – Hydraulic Modeling Water System Analysis
 6.1 Establish Performance and Evaluation Criteria
The Consultant will do the following:


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 Coordinate with the City to review, revise and summarize its water distribution system (WDS) LOS
 goals. The current LOS goals, developed in 2017, indicate several distribution system related goals.
 At a minimum, these LOS goals are envisioned to include minimum allowable pressure and
 maximum preferred velocity in the distribution system.
 Define performance and evaluation criteria including existing and future operating conditions
 against which the water system will be evaluated against such as peaking factors, min/max
 pressures, max pipeline velocity, max allowable head loss, fire flow/storage goals, emergency
 storage capacity goals, pumping capacity goals, operating criteria, minimum level of redundancy in
 transmission assets, etc.
Deliverable(s):

 Draft memo summarizing performance and evaluation criteria
 Draft LOS goals memo for water system.
 Final figures and tables will be incorporated into the Draft Plan Report.

Assumption(s):

 The City will provide the Consultant the data listed in the Information Needs Lists by the date
 requested.
 The City and the Consultant will review and agree on needed updates to the draft figures and tables
 at a scheduled progress meeting included in Task 1.

 6.2 Develop Hydraulic Model
The Consultant will do the following:

 Develop a new hydraulic model using the City supplied and/or approved data provided in Tasks 2, 3,
 and 4. Hydraulic model will be developed in Infowater to allow for the use of model building,
 evaluation and analysis tools available in those products.
 Incorporate customer demand points in the model and assign customer demand points to the
 nearest model node. Synchronize customer demands into the model through the customer demand
 points. Note: That the links created will support incorporating base demands and time-varying
 demand pattern(s) for meters.
 Review the available smart meter data for various user types (e.g., single family, multi-family, office,
 grocery, boarding, industrial, warehouses, retail, schools, restaurant, etc.). Identify which user types
 should be assigned unique diurnal patterns in the model and which, if any, can share common
 diurnal patterns. The Consultant will incorporate diurnal patterns for each user type as agreed upon
 with the City.
 Incorporate the flushing points in the model and assign flushing points to applicable model nodes.
 Synchronize water-quality maintenance demands into the model through the flushing points.
 Assign other aggregated demands to water distribution nodes using the gpd/IDM method.
 Incorporate boundary conditions and controls into the model using the provided information.
 Assign elevation to water distribution system nodes using a digital elevation model. Elevations for
 nodes will be set to their grade elevations to provide consistency with the datum used for regulatory


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 minimum pressure requirements. Maintaining a consistent datum allows for direct comparison of
 model-calculated pressures to regulatory requirements without the need for grade adjustment.

 6.3 Field Data Collection
The Consultant will collect data and perform tests to support model hydraulic calibration. As part of this
task, the Consultant will perform the following:
 Request and review the recently collected hydrant flow test data and boundary condition
 information during this flow testing. Review the data and utilize for calibration and verification of
 the hydraulic model in Task 6.4.
 If data gaps exist and additional Field Data Collection is needed in targeted areas of the system,
 Consultant may be engaged to develop a Field Data Collection Plan (FDCP) This effort is summarized
 as follows (This effort is not currently included in this scope of work):
 o Details associated with collection of WDS pressures using temporary data loggers as indicated
 below:
  The installation locations of up to 8 pressure data loggers in the WDS.
  The pressure data loggers will be installed the day before the hydrant flow testing begins and
 will be uninstalled immediately after the hydrant flow testing is completed.
 o Details associated with proposed hydrant flow tests as indicated below:
  The general procedures and equipment to be used for conducting up to 20 hydrant flow tests
 over the course of 3 consecutive days.
  The proposed locations of the pressure and flow hydrants associated with each hydrant flow
 test.
 o The City’s high service pump station supervisory control and data acquisition (SCADA) data to be
 collected at the required reporting interval during the flow testing period.
 o The responsibilities of each party. The Project fee assumes the following responsibilities:
  Develop and coordinate execution of the FDCP: Consultant
  Provide, install, and uninstall up to 8 pressure data loggers: Consultant with assistance from
 the City.
  Ensure manually closed water system interconnects are isolated immediately before
 performing the hydrant flow tests: City
  At locations where interconnects cannot be manually closed, provide staff to monitor
 interconnect status and recorded data per the FDCP: City
  Provide, install, and uninstall hydrant test equipment: City
  Open/close water distribution system hydrants and valves: City
  Provide requested SCADA data to Consultant within one week of completion of the field work:
 City
  Download pressure logger data: Consultant
 o The schedule for execution of the FDCP.
 o The general procedures to be used for collecting the data.
 Electronically submit a draft Hydraulic FDCP in PDF format to the City for review and comment. (This
 effort is not currently included in this scope of work)
 Review the draft Hydraulic FDCP with the City at a schedule progress meeting. (This effort is not
 currently included in this scope of work)
 Update the FDCP based on the review comments and submit a final copy to the City. (This effort is
 not currently included in this scope of work)


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 Execute the FDCP with the assistance of City. (This effort is not currently included in this scope of
 work)

 6.4 Water System Hydraulic Model Calibration
Using the field data, The Consultant will calibrate the water system hydraulic model. As part of this sub-
task, the Consultant will do the following:

 Process the field data.
 Create steady-state scenarios within the water system hydraulic model to replicate static and flowing
 conditions associated with each hydrant flow test.
  Review the existing model with the City to document known areas where existing model
 calibration of current model is in question, pipe materials are not consistent, etc. for use in
 Calibration/Verification of new hydraulic model in Task 6.4.

 Calibrate the water system hydraulic model so that the model results reasonably match the collected
 field data. It is expected that the model will be calibrated by adjusting Hazen-Williams “C” Values.
 Minor spatial demand adjustments may be made if reasonable. No provisions are included in the
 Scope of Services to accommodate significant system operational anomalies (e.g., valves believed to
 be opened which are actually partially or fully closed, etc.) that would prevent the model from being
 calibrated by adjusting the Hazen-Williams “C” Values. If an area of the system is identified as
 problematic during calibration, the City will be notified immediately, asked to verify the statuses on
 valves identified by the Consultant, and be requested to report their findings to the Consultant. Should
 the Consultant need to perform additional field investigations and testing, those services would be
 performed under the contingency task.

 6.5 Existing Water System Evaluation and Recommended Improvements
Using the calibrated hydraulic model, the Consultant will evaluate the ability of the WDS to satisfy the
City’s WDS performance evaluation criteria and recommend improvements to reasonably satisfy the City’s
WDS performance evaluation criteria. The Consultant will evaluate the locations of closed valves used to
establish if the High Service Zone boundary should be adjusted. Additionally, the Consultant will
recommend appropriate pressure settings for future pressure-reducing valves as relevant or necessary.

The Consultant will create and execute the following water system model scenarios presented in Table 1.
The Consultant will evaluate the hydraulic performance of the existing WDS using the WDS performance
evaluation criteria and the results of scenarios. 2025 is assumed to be the baseline year of record but the
City may elect another year if desired and selected after reviewing historical demand data.

Table 1 – Existing System Model Scenarios


 Scenario Topology Alternative Demand Condition Scenario Type

 2025 Annual Average Daily Steady-state (SS)
 1A Existing System
 Demand (AADD) Scenario

 2025 Maximum Daily
 1B Existing System Demand (MDD) + Fire Flow SS Scenario
 (FF)


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 Scenario Topology Alternative Demand Condition Scenario Type

 2025 Peak Hourly Demand
 1C Existing System SS Scenario
 (PHD)

 Extended Period
 1E Existing System 2025 AADD Simulation (EPS)
 Scenario

 Extended Period
 1D Existing System 2025 MDD Simulation (EPS)
 Scenario


After reviewing the outputs from the Scenario 1 simulations, The City and Consultant review the evaluated
scenarios for future conditions. Effort included in the Preliminary Consultant will create and execute the
following water system model scenarios presented in Table 2. Using these scenarios, The Consultant will
develop preliminary WDS improvements needed to satisfy the City’s WDS LOS goals to the extent
practical.

Table 2 – Improved System Model Scenarios


 Scenario Topology Alternative Demand Condition Scenario Type

 2A Improved System (Near-term Improvements) 2025 MDD + FF SS Scenario

 2B Improved System (Near-term Improvements) 2025 MDD EPS Scenario

 2C Improved System (Near-term Improvements) 2025 AADD EPS Scenario


The Consultant will develop draft figures and tables summarizing hydraulic model results, the proposed
WDS improvements, and submit the draft figures and tables to the City for review and comments.

The Consultant will participate in a progress meeting, as part of Task 1, to discuss the submitted items
and the City’s comments. Subsequently, the Consultant will finalize the hydraulic modeling effort and the
proposed WDS improvements based on the City’s comments.

6.6 Future Water System Evaluation and Recommended Improvements

The Consultant will create the future scenarios presented in Table 3. This will require incorporating
applicable active and committed CIPs discussed in Task 3 and future demands developed as part of Task
4. Using these scenarios, the Consultant will develop preliminary WDS improvements needed to satisfy
the City’s WDS LOS goals to the extent practical over the 15-year planning horizon.


Table 3 – Future Improved System Model Scenarios




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 Scenario Topology Alternative Demand Condition Scenario Type

 3A Improved System (5-Yr Improvements) 2030 MDD + FF SS Scenario

 3B Improved System (5-Yr Improvements) 2030 MDD EPS Scenario

 3C Improved System (5-Yr Improvements) 2030 AADD EPS Scenario

 4A Improved System (10-Yr Improvements) 2035 MDD + FF SS Scenario

 4B Improved System (10-Yr Improvements) 2035 MDD EPS Scenario

 4C Improved System (10-Yr Improvements) 2035 AADD EPS Scenario

 5A Improved System (15-Yr Improvements) 2040 MDD + FF SS Scenario

 5B Improved System (15-Yr Improvements) 2040 MDD EPS Scenario

 5C Improved System (15-Yr Improvements) 2040 AADD EPS Scenario


The Consultant will develop draft figures and tables summarizing hydraulic model results, the proposed
WDS improvements, and submit the draft figures and tables to the City for review and comments. The
results will include the 2040 demands that can be supplied to other PRWC members through the proposed
interconnects.

The Consultant will participate in a progress meeting, as part of Task 1, to discuss the submitted items
and the City’s comments. Subsequently, they will finalize the hydraulic modeling effort and the proposed
WDS improvements based on the City’s comments.

Deliverable(s):

 Draft figures and tables summarizing the above will be submitted to the City as part of this task. Final
 figures and tables will be incorporated into the Draft Plan Report.

Assumption(s):

 The City will provide the Consultant the data listed in the Information Needs Lists by the date
 requested.
 The City and the Consultant will review and agree on needed updates to the draft figures and tables
 at a scheduled progress meeting included in Task 1.
 There are no significant system operational anomalies (e.g., valves believed to be opened which are
 actually partially or fully closed, etc.) in the water system that would prevent the model from being
 calibrated by adjusting the Hazen-Williams “C” Values. If an area of the system is identified as
 problematic during calibration, the City will be notified immediately, asked to verify the statuses on
 valves, and be requested to report back on the status of their findings. Should the Consultant need to
 perform additional field investigations and testing, those services would be performed under the
 performed under the Contingency Budget (Task 11).


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Task 7– Regulatory Consideration

The Consultant will summarize current and proposed regulations related to distribution system operations
drinking water quality and listed MCLs. The Consultant will review the provided finished water quality
monitoring results at the points of connection to the WDS and throughout the WDS. They will note the
ability to comply with the regulatory limits, comment on any apparent trends and potential issues, and
make recommendations regarding water quality treatment and practices.

Deliverable(s):

 Draft figures and tables summarizing the above will be submitted to the City as part of this task. Final
 figures and tables will be incorporated into the Draft Plan Report.

Assumption(s):

 The City will provide the Consultant the data listed in the Information Needs Lists by the date
 requested.
 The City and the Consultant will review and agree on needed updates to the draft figures and tables
 at a scheduled progress meeting included in Task 1.

Task 8 – Review of the City’s Water Distribution System Risk Analysis Tool

The Consultant will review the City’s existing distribution system risk analysis tools which are used to help
determine and prioritize proposed improvements. This review workshop will review factors that may be
incorporated into the Likelihood of Failure (LoF) and the Consequence of Failure (CoF) for each asset (pipe)
within the WDS. The resulting analysis will guide the prioritization of rehabilitation and replacement
projects based on risk.

The Likelihood of Failure (LoF) for each pipe segment will be based on agreed-upon scoring categories
(e.g., material, age, break history). The Consequence of Failure (CoF) will be assessed using agreed-upon
criteria (e.g., service interruptions, demand shortfalls, environmental impacts). Categories and their
weighting factors for each will be established in collaboration with the City.

The Consultant will calculate the overall risk score for each pipe using an approach developed in
coordination with the City. The methodology will integrate the LoF and CoF scores to reflect the relative
risk of failure for each pipe.

The Consultant will group pipes into improvement phases based on geographic and operational
considerations. A method for prioritizing these phases based on risk scores will be developed in
collaboration with the City to ensure alignment with City goals and implementation strategies.

Deliverable(s):

  Draft figures and tables summarizing the above will be submitted to the City as part of this task. Final
 figures and tables will be incorporated into the Draft Plan Report.
Assumption(s):

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 The City will provide the Consultant the data listed in the Information Needs Lists by the date
 requested.
 The City and the Consultant will review and agree on needed updates to the draft figures and tables
 at a scheduled progress meeting included in Task 1.

Task 9 – Asset Management

This task to provide a summary review of background and Water Resources’ asset management efforts to
date (on the distribution system), as well as to develop some discussion on resiliency.
  Objectives/goals
  Asset summary
  Asset Values
  Asset Evaluation
  Maintenance Expense History
  Service Lateral Review – leak/replacement history
  Meters (discussion of meter replacement history, technology employed and future goals);
 meter maintenance cost history
  Valves – replacement/maintenance cost history
  Mains – to include pipe life expectancy table with min/max/avg estimates. Leaks per 100
 miles of pipe (to compare to rates in Utah Water Research Study); maintenance cost
 history. Evaluate cumulative replacement costs (required vs projected) over 50-year
 planning horizon (recognizing here that CIP is covering next 15-year period in 5-year
 increments).
  Resiliency – Review scenarios to identify and harden the distribution system against
 catastrophic impact. Scenarios to be reviewed include:
 o loss of water to UVMMC,
 o WTP goes off-line. Programmatic overview of existing/possible future
 interconnections with neighboring water providers.

Deliverable(s):

 Draft figures and tables summarizing the above will be submitted to the City as part of this task.
 Final figures and tables will be incorporated into the Draft Plan Report.

Assumption (s):

 The City and the Consultant will review and agree on needed updates to the draft figures and tables
 at a scheduled progress meeting included in Task 1.
 The Consultant will provide a sample spreadsheet to the City for review. The City can propose
 revisions to the spreadsheet so that it meets the City’s needs. The spreadsheet will include each
 improvement, the implementation time frame for each improvement, the 2026 probable project
 cost for each improvement, an annual inflation factor, and a summary total annual cost by fiscal
 year throughout the 15-year planning horizon.
If desired, the City can add other internal projects/programs not considered in this project to the
spreadsheet so that it can incorporate all of the City’s annual water system costs.

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Task 10 – Capital Improvement Plan Development

The Consultant will develop a Capital Improvement Plan for the planning duration, sub-divided into
three 5-year increments The Capital Improvement Plan will summarize the improvement
recommendations developed in the other tasks, the reasons the improvements are needed, conceptual
level opinions of probable project costs, and a proposed implementation schedule.

Deliverable(s):

 Draft figures and tables summarizing the above will be submitted to the City as part of this task.
 Final figures and tables will be incorporated into the Draft Plan Report.

Assumption (s):

 The City and the Consultant will review and agree on needed updates to the draft figures and tables
 at a scheduled progress meeting included in Task 1.
 The Consultant will provide a sample spreadsheet to the City for review. The City can propose
 revisions to the spreadsheet so that it meets the City’s needs. The spreadsheet will include each
 improvement, the implementation time frame for each improvement, the 2026 probable project
 cost for each improvement, an annual inflation factor, and a summary total annual cost by fiscal
 year throughout the 15-year planning horizon.
 If desired, the City can add other internal projects/programs not considered in this project to the
 spreadsheet so that it can incorporate all of the City’s annual water system costs.

Task 11 –Plan Report and Hydraulic Models

The Consultant will compile work performed in Tasks 1 through 10 into a Plan Report to include an
Executive Summary. The Consultant will also package the hydraulic models used for all analyses and
evaluations into two files. One model file will only include current and active mains and connections.
The other model file will be the Plan version with future mains, demands etc. The Consultant will submit
a draft PDF copy of the report and review versions of the models to the City for review and comment.
Subsequently, The Consultant will conduct a workshop, as part of Task 1, to discuss the City’s
comments. Following the workshop, the Consultant will finalize the Plan Report the hydraulic model files
and submit a final PDF copy of the report and final electronic models to the City.

Report
The report deliverable will be developed consistent with Tasks 8 and 9 of the SRF Step 1 Planning loan
process and requirements. Report to include Sections 1-5 of the VTDEC Preliminary Engineering Report
(PER) format.

PER 30% Submission - This 30% Draft Report will mainly summarize the project planning components,
existing conditions and project need included in Tasks 2-4 of the scope of work referenced above. The
report will be formatted consistent with sections 1-3 of the VTDEC Preliminary Engineering Report.
Furnish Draft 30% Submission (sections 1-3) to, CLIENT and VTDEC within 90 days of receiving written


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authorization to proceed from CLIENT. 45 Days of Client and VTDEC Review time have been caried in line
with VTDEC guidance.

PER 60% Submission - This 60% Draft Report will mainly summarize the project alternatives evaluation
and preferred alternative selection and recommendation. Report will be formatted consistent with
sections 4-5 of the VTDEC Preliminary Engineering Report. Field reports will be included as an Appendix.
As appropriate, the report will contain photographs, schematic layouts, sketches, and conceptual design
criteria with appropriate exhibits to indicate the considerations involved and the recommended
alternate improvement solutions at the WTP available to the City. Furnish Draft 60% Submission
(sections 4-5) to, CLIENT and VTDEC within 180 days of receiving written authorization to proceed from
CLIENT. 45 Days of Client and VTDEC Review time have been caried inline with VTDEC guidance.
Furnish Final Compiled Draft Report (sections 1-5) to, and review it with, CLIENT within 255 days of
receiving written authorization to proceed from CLIENT. Provide 2 hardcopies and an electronic copy in
PDF format.

Address CLIENT’s comments, as appropriate, and furnish the Final Compiled Report PER section 1-5 to
CLIENT within 30 days of receiving comments from the CLIENT and VTDEC. Provide 2 hardcopies and an
electronic copy in PDF format.

Exhibit B presents a tentative table of contents for the Plan Report. Please note that the actual table of
contents may differ from that presented in Exhibit B and will be coordinated with the City. The purpose
of providing the tentative table of contents is to establish a general expectation of the content to be
included in the Plan.

Deliverable(s):

 Draft and final PDF copies of the 30% Preliminary Engineering Report.
 Draft and final PDF copies of the 60% Preliminary Engineering Report.
 Draft and final PDF copies of the Plan Report.
 Electronic review copies of the hydraulic models.
 Three hardcopies of the draft report and three hardcopies of the final report.
 Final electronic copies of the hydraulic models.

Assumption(s):

 The City and the Consultant will review and agree on needed updates to the Plan Report at the Draft
 Plan workshop included in Task 1.

Task 12 – Contingency Budget

A Contingency Budget (Task 12) is provided for additional services that the City may wish to authorize
the Consultant to perform. For each additional service request, the City and the Consultant will agree on
the lump sum fee associated with the additional service. The Consultant will only proceed with the
additional service request after receiving written approval to do so from the City’s Project Manager. No
charges will be made to this task without written approval from the City’s Project Manager.


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III. EXCLUSIONS AND MAJOR ASSUMPTIONS

The scope and fees included herein are based on the following exclusions and assumptions:

 The schedule proposed is based upon review times and other guidance provided by City.
 The City will provide the available information requested in Task 2 to Consultant as requested in the
 Information Needs List.
 The water supply analysis will be coordinated with Water Treatment Plant Improvements project.
 Effort related to future demand estimates developed as part of that effort will be used in this
 analysis.
 With the exception of the Plan, the City will review all submittals within 14 calendar days.
 The City will review the Draft Plan within 21 calendar days
 Field services other than those explicitly stated herein are not included in the project.
 Permitting services of any kind are not included in the project.
 Design phase services are not included in the project.
 Funding support services are not included in the project.

IV. SCHEDULE

The Consultant will begin work immediately after receiving a fully executed contract and a Notice to
Proceed. We expect to complete the Scope of Services within 12 months. The proposed schedule for
these services is summarized in Table 4.

Table 4 – Project Schedule

 Estimated Completion after Notice to
 Task
 Proceed

 1 – Project Administration and Meetings 12 months

 2 – Existing Water System 2 months

 3 – Existing Programs and Completed, Active, and Committed Capital 3 months
 Improvement Projects

 4 – Historical and Projected Water Demands 3 months

 Draft 30% PER 4 months

 5 – Facility Planning Level Evaluations 7 months

 6 – Hydraulic Modeling Water System Analysis 5 months

 7 – Regulatory Consideration 6 months

 8 – Review of Desktop Water Distribution System Risk Analysis 6 months

 9 – Asset Management 9 months

 10 – Capital Improvement Plan Development 9 months


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 Estimated Completion after Notice to
 Task
 Proceed

 Draft 60% PER 9 months

 11 –Plan Report 12 months


V. COMPENSATION

This AGREEMENT establishes a not-to-exceed cost for Tasks 1 through 11of $___449,000_______. The
not-to-exceed cost includes the Consultant’s fees associated with the Tasks 1 through 11 described
herein. Table 5 presents the fees for Tasks 1 through 11 and the total contingency budget associated
with Task 11. Work shall be billed on an hourly basis. The not-to-exceed values are for the total project.
Any necessary changes between tasks can be requested and approved by the respective project
managers. If the total value is expected to be insufficient, the team shall discuss next steps and if
approved, the City will process a change order.

Table 5 – Project Fee

 Task Fee

  1 – Project Administration and Meetings $ 57,000

  2 – Existing Water System $ 30,000

  3 – Existing Programs and Completed, Active, and Committed Capital Improvement Projects $ 7,000

  4 – Historical and Projected Water Demands $ 23,000

  5 – Facility Planning Level Evaluations $ 65,000

  6 – Hydraulic Modeling Water System Analysis $ 97,000

  7 – Regulatory Consideration $ 14,000

  8 – Review of Desktop Water Distribution System Risk Analysis Tool $ 24,000

  9 – Asset Management $ 70,000

  10 – Capital Improvement Plan Development $ 22,000

  11 –Plan Report $ 40,000

  Total of Tasks 1 through 11 $ 449,000

  6.2 – Field Data Collection - Optional Task $ 45,000

  12 – Contingency Budget $ 50,000

  Total of Tasks 1 through 12 $ 544,000



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The Consultant will submit monthly invoices. The work associated with each task will be billed on a
hourly basis. As discussed in Task 6.2 and Task 12, for each additional service request the City and the
Consultant will agree on the total fee associated with the additional service. The Consultant will only
proceed with the additional service request after receiving written approval to do so from the City’s
Project Manager. No charges will be made to this task without written approval from the City’s Project
Manager.




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 Attachment C



City of Burlington Chapin Spencer
Department of Public Works Public Works Director
Water Resources Division
235 Penny Lane Megan J. Moir
Burlington, VT 05401 Division Director
 Water Resources




 REQUEST FOR QUALIFICATIONS
 FOR ENGINEERING SERVICES FOR
 WATER SYSTEM IMPROVEMENT PROJECTS

Date of Issuance: January 24, 2022

Issued by: City of Burlington Department of Public Works –
Water Resources

Due Date for Questions: February 2, 2022

Due Date for Statement of Qualifications: February 14, 2022 at 4:00 PM

Project Contact: Kate Komorowski, Water Resources Engineer
 kkomorowski@burlingtonvt.gov
 (802) 233-0022




 Page 226 of 300
 Request for Qualifications
 Engineering Services for Water System Improvement Projects

I. Overview

The City of Burlington (“City”) Department of Public Works Water Resources Division issues this
Request for Qualifications for the qualifications-based procurement of engineering firms to
assist with engineering tasks associated with a range of Water System Improvement Projects
(“Projects”).

Interested firms should submit Statements of Qualifications (“SOQ”) detailing the firms’
qualifications, technical expertise, management and staffing capabilities, references, and
related prior experience. Required professional services will include but are not limited to
planning, preliminary engineering, design, process and construction-related services.

Some of the proposed Projects may be undertaken using loan financing from the Vermont
Drinking Water State Revolving Fund (“DWSRF”) and that work shall be performed in
accordance with the requirements of the DWSRF program and the regulations issued by such
agencies and the State of Vermont.

II. Areas of Expertise

Qualified firms shall complete the Area of Expertise matrix (Attachment A) and demonstrate
knowledge and experience in, but not limited to, one or more of the technical and financial
topics below and as described herein.

 A. Water Treatment and Processes
 a. Treatment Plant Pumping – raw, intermediate and finished
 b. Chemical addition – storage, pumping and controls
 c. Clarification
 d. Filtration
 e. Disinfection
 f. Fluoridation
 g. Corrosion control
 h. Plant process control and instrumentation
 i. Plant operations and troubleshooting
 j. Energy efficiency
 k. Existing water quality and potential future regulations, including emerging
 contaminants
 l. Security
 m. Emergency Response Plans
 n. Standard Operation Procedure Documentation
 o. Building Improvements
 p. Master Planning



Request for Qualifications Water System Improvements Page 2
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 B. Distribution
 a. Hydraulics and modeling
 b. Distribution system rehabilitation and replacement projects
 c. Storage, both in-ground and elevated
 d. Distribution Pump stations
 e. Energy efficiency
 f. Master Planning

 C. Other
 a. Meter replacement
 b. Cross connection control
 c. Backflow prevention
 d. Architectural Services (for building improvements)
 e. Structural Engineering
 f. Vermont DWSRF program experience
 g. Public presentation experience

Examples of work to be completed under this on-call contract include, but are not limited to:

 1. Reservoir pump house replacement construction and reservoir improvement project
 (See Attachment B for an example of a near term scope of work)
 2. Raw water chemical Feed line replacement
 3. Transmission line replacement/ rehabilitation

III. Procurement Process

The SOQs will be evaluated and the firms ranked according to the qualifications presented in
their SOQs and in any selection process interviews, if applicable, in accordance with V. Selection
Process and VII. Criteria for Selection and Ranking. When the need for a project arises, the City
will engage the top ranked consultant for the development of a scope of work and cost
proposals, but may proceed to other qualified consultants if necessary due to unsatisfactory
cost proposals or consultant availability.

This qualifications process will be valid for a period of 5 years, though work with a given
consultant may continue past that time range for “continuing” projects.

IV. Submission Requirements

Firms must submit three total files including two separate pdf files consisting of 1) an SOQ and
2) billing rates and the excel file for 3) Attachment A “Areas of Expertise.”

 1. SOQ. Qualified firms/candidates interested in being considered for this project should
 submit a narrative proposal SOQ that best reflects their ability to provide the requested
 services. All SOQ submittals shall be clear, concise, and allow the City to efficiently evaluate
 the qualifications of the submitting firm. All SOQs must be compiled and submitted


Request for Qualifications Water System Improvements Page 3
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 electronically in a single PDF. The SOQ PDF shall include page numbers and the following
 components:
  A letter of interest with a summary of the applicant’s understanding of the proposed
 work and general approach. Include the point of contact, business name, address, and
 telephone number of the submitting firm with a subject line: “Statement of
 Qualifications – Water System Improvement Projects”. The letter shall be signed by an
 authorized representative for the submitting firm.
  A detailed statement of qualifications of the participating firm detailing the firms’
 technical expertise, management and staffing capabilities. Include a description of the
 firm’s ability to provide the skills required for the work. Include a list of individuals
 (including sub-consultants) who would be assigned to provide services, along with their
 titles, professional qualifications, expected duties, technical capacity to complete their
 duties, and a description of the experience of the staff persons with projects involving
 the specific technical tasks described herein. The proposals will be evaluated and
 awarded based on the personnel projected in the SOQ. Should the awarded consultant
 propose any substitutions to the project personnel, they must submit a letter to the City
 requesting approval of such changes prior to utilization. Additional sub-consultants may
 also be added to specific projects at a later date, with City approval.
  Contact information for three or more professional references from relevant projects
 (please include contact name, address, phone number, project description, and project
 cost).
  A list of related prior experience in projects relevant to the “Areas of Expertise”,
 including the client, project scope, complexity, with a specific focus on similarities to the
 scope of the Reservoir Pump House Replacement Project described herein. Note any
 proposed team members who worked on these projects. Include the project duration
 and costs.
  Any other information the firm finds important.

 2. Billing Rate Sheet. Submit a list of billing rates for Calendar Year 2022, with maximum
 billing rates listed for 2023-2026.

 Do not submit a scope of work or cost proposal at this time. A detailed scope of work and
 cost estimates will be requested from the most qualified firm for specific projects.

 3. Areas of Expertise Matrix. Submit the completed excel file indicating the areas for which
 your firm wishes to be considered for qualification and listing projects.

Deadline for Receipt of Qualifications. SOQ’s must be received at the address and by the point
of contact no later than 4:00 PM Monday, February 14, 2022. The email time stamp shall be
the official time of receipt. Late replies will not be accepted under any circumstances. SOQ’s,
Billing rate sheets and “Areas of Expertise” matrix must be submitted by e-mail as three
separate files to:




Request for Qualifications Water System Improvements Page 4
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 Kate Komorowski
 Water Resources Engineer
 kkomorowski@burlingtonvt.gov

The subject line of the e-mail of the e-mail should state: “Statement of Qualifications and Billing
Rates – Water System Improvement Projects.” It is the responsibility of the participating firm to
ensure that the point of contact has received a completed SOQ, billing rate sheet and
completed “Areas of Expertise” by the required deadline.

Questions. Questions and requests for clarification relating to this RFQ may be made to the
above-described contact person. Only e-mail communication will be accepted. All questions
and requests for clarification must be received by 4:00 PM Wednesday February 2. Responses
to questions will be posted via addendum online at the City’s RFP site
(http://burlingtonvt.gov/RFP/) no later than February 4th. It is the responsibility of participating
firms to review the RFP website to ascertain whether any amendments have been made prior
to submission of a SOQ. No oral statement of any person shall modify or otherwise change or
affect the terms, conditions, or specifications stated in the RFQ.

V. Selection Process

A Selection Committee consisting of a minimum of three members of the City’s Water Resource
Division will evaluate the SOQs, performance data and other material submitted by interested
firms and will determine which firms are qualified and then will rank those qualified firms,
based on the City’s technical opinion, according to each firms’ qualifications to perform the
desired services. If necessary, interviews with qualified firms will be conducted, which may
include discussions regarding experience and project approach, but could delve into anticipated
scopes of work. When the need for a specific project arises, the City will commence scope of
services and cost negotiations with the most qualified firm, but may proceed to other ranked
and qualified firms as necessary. Where there are clear distinctions and when in the best
interested of the City, the City may rank firms qualifications separately for the two major areas
of expertise (A. Water Treatment and Processes and B. Distribution). However, it is the City’s
intention to ideally identify the most qualified firm that has expertise across the two primary
areas of expertise.

VI. Criteria for Selection and Ranking

The following criteria, as a minimum, will be used to evaluate and rank qualifications of
firms submitting an SOQ.




Request for Qualifications Water System Improvements Page 5
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 Maximum Weighted
 Review Criteria Weight
 Points Points
Experience of Proposed Staff with Similar Projects 6 5 30
Availability and Depth of Technical Qualifications of
 6 5 30
Proposed Staff
Knowledge of the Project Area/ Similar Project Area 4 5 20
Evidence of Ability to Meet Schedule and Budgets 2 5 10
Clarity and Quality of Statement of Qualifications 2 5 10
 TOTAL 100

VII. Terms and Conditions

Contracting. The consultant must qualify as an independent contractor and, prior to being
awarded a contract, must apply for registration with the Vermont Secretary of State's Office to
do business in the State of Vermont, if not already so registered. The registration form may be
obtained from the Vermont Secretary of State, 128 State Street, Montpelier, VT 05633-1101,
PH: 802-828-2363, Toll-free: 800-439-8683; Vermont Relay Service – 711; web site:
https://www.sec.state.vt.us/. The contract will not be executed until the consultant is
registered with the Secretary of State's Office.

Prior to beginning any work, the consultant shall obtain Insurance Coverage in accordance with
the Burlington Contract Conditions (Attachment D in this RFQ). The certificate of insurance
coverage shall be documented on forms acceptable to the City.

No contract shall be considered accepted until all necessary City authorizations, including those
required by Board of Finance and City Council, if necessary, have been received and an
agreement is executed by both parties.

Agreement Requirements. The selected firm shall be prepared to enter into agreements with
the City. Depending on the funding sources of the work, the selected firm may be required to
execute different contracts for different work. For work funded by the City, the selected firm
must execute the City Main Contract and Work Assignment Contract (see Attachment C). For
work funded by the State, the selected firm must execute a contract required by DWSRF based
on the Engineers Joint Contract Documents Committee (“EJCDC”)(see https://www.ejcdc.org/).
The City will indicate to the selected firm the source of funding and the contract required for
any work.

Any work performed using DWSRF funding shall be performed in accordance with all
requirements of the DWSRF program and the regulations issued by such agencies and the State
of Vermont. Supplementary conditions will be included to modify the EJCDC documents to
comply with DWSRF and City requirements.

The City reserves the right to alter or amend any or all provisions in the project contract(s).




Request for Qualifications Water System Improvements Page 6
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Limitations of Liability. The City assumes no responsibility or liability for the response to this
Request for Proposals.

Costs Associated with Proposal. Any costs or expenses incurred by a participating or non-
participating firm in preparing, submitting, or presenting a SOQ are the sole responsibility of
that firm. The City will not reimburse any person for any costs incurred as a result of the
preparation of SOQ’s in response to this RFQ.

Indemnification. Any party responding to this Request for Proposals is acting in an independent
capacity and not as an officer or employee of the City. Any party responding to this Request for
Proposals will be required to indemnify, defend, and hold harmless the City, its officers, and
employees from all liability and any claims, suits, expenses, losses, judgments, and damages
arising as a result of the responding party’s acts and/or omissions in or related to the response.

Intent and Purpose. It is the intent of this Request for Qualifications to obtain services from
qualified entities and not to prohibit or discourage prospective firms from submitting a SOQ.
However, all participating firms are advised that any substantial deviations from the
specifications of this Request for Qualifications may not be accepted. The City reserves the right
to reject any or all statements of qualification. The City reserves the right to re-advertise for
additional statements of qualification and to extend the deadline for submission of the
statements of qualification. This Request for Qualifications in no way obligates the City to
award a contract. No negotiation will take place until the selection of the most qualified firm or
firms has been completed.

Compliance with Law. Participating firms are required to submit SOQ’s and perform services in
in accordance with applicable local, state, and federal laws and regulations. Participating firms
are further advised that compliance with the City of Burlington’s Livable Wage Ordinance,
Union Deterrence Ordinance, and Outsourcing Ordinance is required in order to qualify to
perform the services described in this Request for Qualifications. See Attachments E-G.

City Reservations. The City reserves the right to reject any and all SOQs received as a result of
this solicitation, to waive any irregularities in any submittal, to waive any formality or
technicality, to negotiate with any qualified source, to cancel in part or in its entirety this RFQ,
or to issue additional Requests for Qualifications. The City also reserves the right to modify,
amend, alter, revise, or terminate the Request for Qualifications or the criteria for selection of
qualified firms without notice. The City further reserves the right to request clarification of
information submitted and to request additional information from any participating firm. All
decisions made by the City related to this Request for Qualifications will be final.

Ownership of Documents. Any materials submitted to the City in response to this Request for
Proposals shall become the property of the City unless another arrangement is made by written
agreement between the City and the responding party. The responding party may retain copies
of the original documents.

Future Work. The City reserves the right to request proposals for additional phases of work
from the same consultant, to issue new RFQs/RFPs and award that future phase of work to a


Request for Qualifications Water System Improvements Page 7
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different consultant/consultant team as benefits the City, to work with a firm(s) with
demonstrated expertise in specific areas of water, or to extend any contract which results from
this RFQ.

 Public Records. Any and all records submitted to the City, whether electronic, paper, or
otherwise recorded, are subject to the Vermont Public Records Act. The determination of how
those records must be handled is solely within the purview of City. All records the responding
party considers to be trade secrets, as that term is defined by subsection 317(c)(9) of the
Vermont Public Records Act, or that the responding party otherwise seeks to have the City
consider as exempt must be identified clearly and specifically at the time of submission. It is not
sufficient to merely state generally that a proposal is proprietary, contains a trade secret, or is
otherwise exempt. Particular records, pages, and sections which are believed to be exempt
must be specifically identified as such and must be separated from other records with a
convincing explanation and rationale sufficient to justify each exemption from release
consistent with Section 317 of Title 1 of the Vermont Statutes Annotated.

City Livable Wage Ordinance. As a condition of entering into an agreement with the City, after
the conclusion of the Request for Qualifications process, the selected firm will be required to
comply with the City’s Livable Wage Ordinance, which can be found at B.C.O. § 21-80 et seq.
See Attachment E.

City Union Deterrence Ordinance. As a condition of entering into an agreement with the City,
after the conclusion of the Request for Qualifications process, the selected firm will be required
to comply with the City’s Union Deterrence Ordinance, which can be found at B.C.O. § 21-100
et seq. See Attachment F.

City Outsourcing Ordinance. As a condition of entering into an agreement with the City, after
the conclusion of the Request for Qualifications process, the selected firm will be required to
comply with the City’s Outsourcing Ordinance, which can be found at B.C.O. § 21-90. See
Attachment G.

Equal Opportunity. The selection of consultants shall be made without regard to race, color,
sex, sexual orientation, gender expression, age, religion, national origin or political affiliation.
The City is an Equal Opportunity Employer and encourages proposals from qualified minority
and woman-owned businesses.

Public Records. Any and all records submitted to the City, whether electronic, paper, or
otherwise recorded, are subject to the Vermont Public Records Act. The determination of how
those records must be handled is solely within the purview of City. All records the responding
party considers to be trade secrets, as that term is defined by subsection 317(c)(9) of the
Vermont Public Records Act, or that the responding party otherwise seeks to have the City
consider as exempt must be identified clearly and specifically at the time of submission. It is not
sufficient to merely state generally that a proposal is proprietary, contains a trade secret, or is
otherwise exempt. Particular records, pages, and sections which are believed to be exempt
must be specifically identified as such and must be separated from other records with a
convincing explanation and rationale sufficient to justify each exemption from release

Request for Qualifications Water System Improvements Page 8
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consistent with Section 317 of Title 1 of the Vermont Statutes Annotated.

Public Health Emergencies. Respondents are advised that public health emergencies, as
declared by the City, the State of Vermont, or the Federal Government, including the current
pandemic of Coronavirus (COVID–19), may introduce significant uncertainty into the project,
including disruption of timelines or revised practices. Consultants shall consider public health
emergencies as they develop project schedules and advance the work.

The City may require a public health emergency plan be submitted for specific scopes of work.

The City will have sole discretion to approve, deny, or require changes to this plan as a
condition of consideration of the bid, will retain the right to inspect all work to ensure
compliance with health and safety standards, and may at any time require the consultant to
stop work because of the emergency.

If a public health emergency is declared, the City will not be responsible for any delays related
to the sequence of operations or any expenses or losses incurred as a result of any delays. Any
delays related to public emergencies, including the current pandemic of Coronavirus (COVID-
19), will be excusable, but will not be compensable.

VI. Attachments:

 A. Areas of Expertise Matrix (.xls file)
 B. Draft Scope of Work for Reservoir Pump Station Replacement Project
 C. Example of City Main Contract and Work Assignment Contract (for City funded
 work)
 D. Burlington Standard Contract Conditions
 E. Burlington Livable Wage Ordinance Certification
 F. Burlington Union Deterrence Ordinance Certification
 G. Burlington Outsourcing Ordinance Certification




Request for Qualifications Water System Improvements Page 9
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 Attachment B: Draft Scope Narrative for Reservoir Pump Station Replacement Project

One of our first projects will be the design of a new reservoir pump station and various related
improvements. This station, constructed in 1867, pumps into our high service system and fills
two (2) elevated storage tanks. The project will include constructing a replacement station
while maintaining the historic registry listed pump house located at 525 Main Street.

Our initial concept for a new station includes three (3) VFD-controlled vertical turbine pumps
that will allow full utilization of our 14 foot deep reservoirs, separate rooms for electrical/HVAC
and pumps, PLC/ touchscreen based pump controls, a new telemetry panel to relay operations
data back to the water plant and a transfer switch to utilize our new 300 KW emergency
generator. Given the close proximity of both stations, the new station may need to have
architectural embellishments to keep a consistent appearance. Alternatively, a packaged pump
station with custom siding may be acceptable. The 1867 station will need additional
maintenance to keep it from falling into disrepair. That being the case, our plan is to mothball
existing equipment and controls in such a way that it can be used as a backup should
catastrophic failure occur at the new station. Additionally, the reservoir roof structure and
landscaped berm north of the reservoir are in need of rehabilitation or replacement and
additional security (video camera) upgrades are needed. It is anticipated this project will be
funded utilizing the DWSRF. Project will be required to follow all DWSRF requirements,
including but not limited to utilization of EJCDC Contract Documents.

As the City is preparing for a possible November 2022 bond vote to fund the project, a
significant portion of the preliminary engineering and a planning level cost estimate will need to
be completed by approximately July 15, 2022. It is anticipated that Final Design could occur
over Winter 2022 – 2023 with construction beginning Summer of 2023.




Request for Qualifications Water System Improvements Page 10
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 Attachment C


 CITY OF BURLINGTON
 MAIN ON-CALL AGREEMENT
 FOR [TYPE OF SERVICE] SERVICES

This Main On-Call Agreement (“Agreement”) is entered into by and between the City of
Burlington (“City”), acting through its [Department], and [Contractor/Consultant’s Full Name]
(“[Contractor/Consultant]”), a business authorized to do business in Vermont, with a principal
place of business at [Address]. [Contractor/Consultant] and the City agree to the terms and
conditions of this Agreement.

1. DEFINITIONS

 A. “Effective Date” means the date on which this Agreement is approved and signed by the
 City, as shown on the signature page of this Agreement.

 B. “Party” means the City or [Contractor/Consultant] and “Parties” means both the City and
 [Contractor/Consultant].

 C. “Pool [Contractor/Consultant]” means a [Contractor/Consultant] selected and deemed
 qualified by the City to perform specified on-call technical assistance and who have
 executed Main On-Call Agreements with the City.

 D. “Services” means the [Types of Services].


 E. “Public Health Emergency” means public health emergencies, as declared by the City,
 the State of Vermont, or the Federal Government.
 D. “Work” means the services described in Section 4 of this Agreement (Scope of Work),
 along with the specifications contained in the Agreement Documents as defined in Section
 8 (Attachments and Agreement Documents) below.

2. RECITALS

 A. Authority. Authority to enter into this Agreement exists in the City Charter. Required
 approvals, clearance, and coordination have been accomplished from and within each
 Party.

 B. Consideration. The Parties acknowledge that the mutual promises and covenants
 contained herein and other good and valuable consideration are sufficient and adequate to
 support this Agreement.

 C. Background. The City is in need of qualified [contractors/consultants] to be on-call to
 perform technical assistance for [Type of Services] services. The City—through a Request
 for Qualifications process—has identified qualified [contractors/consultants] that can
 provide such services. [Contractor/Consultant] has been identified as one of those qualified
 consultants. The City will enter into Main On-Call Service Agreements with each such

 1


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 consultant and request proposals from those consultant for technical assistance in specified
 areas as needed.

  D. Purpose. The purpose of this Agreement is to establish [Contractor/Consultant] as an on-
 call [contractor/consultant] eligible for being selected and awarded a Work Assignment
 Contract to perform necessary technical assistance. This Agreement only establishes the
 on-call eligibility of the [Contractor/Consultant]. Selection and assignment of specific
 work shall occur under a Work Assignment Contract as described in this Agreement.

3. EFFECTIVE DATE AND TERM

  A. Effective Date. This Agreement shall not be valid or enforceable until the Effective Date.
 The City shall not be bound by any provision of this Agreement before the Effective Date,
 and shall have no obligation to pay [Contractor/Consultant] for any performance or
 expense incurred before the Effective Date or after the expiration or termination of this
 Agreement.

  B. Term. This Agreement and the Parties respective performance shall commence on the
 Effective Date and expire on [Date].

4. SCOPE OF WORK

  A. Designation. [Contractor/Consultant] is hereby designated as a Pool
 [Contractor/Consultant] eligible for assignment of [Type of Work] work as set forth in
 Attachment A (Request for Qualifications dated [Date]). When a need for [Type of
 Work] services arises, the City may issue a request to the Consultant for a scope of work,
 schedule, list of deliverables, and proposed budget in accordance with Attachment E (On-
 Call Engineering Contract Process). Upon receipt of such request, Consultant shall
 submit a proposal containing all information requested by the City. If selected by the
 City, Consultant shall execute a Work Assignment Contract with the City to perform the
 selected services.

  B. Limitation. This Agreement shall not obligate the City to assign work to
 [Contractor/Consultant], nor shall it obligate the City to limit the procurement of future
 contractual services for the areas specified in Attachment A (Request for Qualifications
 dated [Date]) to the Pool [Contractors/Consultants].

5. PAYMENT FOR SERVICES

  A. Contract Fee. This Agreement only designates [Contractor/Consultant] as eligible for
 assignment of [Type of Work] work. The City shall only be liable for payment to
 [Contractor/Consultant] if [Contractor/Consultant]is selected to perform services and
 executes a Work Assignment Contract with the City. The terms of payment shall be limited
 to the Work Assignment Contract and the City shall not be liable for any costs or expenses
 not included in a properly executed Work Assignment Contract. If the
 [Contractor/Consultant] is selected to perform the designated work, the City shall pay the


 2


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 [Contractor/Consultant] at the rates specified in the operative Work Assignment
 Contract(s). [Contractor/Consultant] agrees to accept these payments as full compensation
 for performance of all services and expenses under this Agreement. The City shall only
 execute Work Assignment Contracts for amounts that have been previously appropriated.

 B. Maximum Limiting Amount. The total cumulative amount that may be paid to the
 [Contractor/Consultant] for all services and expenses under any Work Assignment
 Contract executed pursuant to this Agreement shall not exceed the maximum limiting
 amount of [Amount]. The City shall not be liable to [Contractor/Consultant] for any
 amount exceeding the maximum limiting amount without duly authorized written
 approval. If this Agreement is renewed or extended, the Parties shall execute an amendment
 to this Agreement which identifies the maximum limiting amount for the renewal term.

6. ORDER OF PRECEDENT

 In the event of a conflict between an attachment and this Agreement, this Agreement will be
 controlling. In the event of a conflict between this Agreement and a subsequent Work
 Assignment Contract, this Agreement will be controlling.

7. [RESERVED]

8. ATTACHMENTS & AGREEMENT DOCUMENTS

 The Agreement Documents are hereby adopted, incorporated by reference, and made part of
 this Agreement. The intention of the Agreement Documents is to establish the necessary
 terms, conditions, labor, materials, equipment, and other items necessary for the proper
 execution and completion of the Work to ensure the intended results.

 The following documents constitute Agreement Documents and are adopted, incorporated by
 reference, and made part of this Agreement:

 A. Attachment A: Request for Qualifications dated [DATE]
 B. Attachment B: Contractor’s Response to Request for Qualifications dated [DATE]
 C. Attachment C: Burlington Contractor Conditions
 D. Attachment D: List of Qualified [Contractors/Consultants]
 E. Attachment E: On-Call Engineering Contract Process
 F. Attachment F*: Burlington Livable Wage Ordinance Certification
 *Note: Burlington Livable Wage Ordinance Certification must be annually
 renewed beginning on Effective Date.

 G. Attachment G: Burlington Outsourcing Ordinance Certification
 H. Attachment H: Burlington Union Deterrence Ordinance Certification
 I. Attachment I: [Contractor’s/Consultant’s] Certificate of Insurance

 ⁠—The remainder of this page is intentionally left blank.⁠ Signatures follow on the next page.—

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SIGNATURE PAGE

  Persons signing for the Parties hereby swear and affirm that they are authorized to act on behalf
  of their respective Party and acknowledge that the other Party is relying on their representations
  to that effect.

 The Parties hereto have executed this Main On-Call Agreement



 CONSULTANT
 [Insert Firm Name]
 [Insert Firm Address]


 By: __________________________________________
 Print Name:
 Title:


 Date: _____________________________




 City of Burlington
 [Department]


 By: _________________________________________
 [Department Head’s Name]
 [Department Head’s Title]

 Date: _____________________________




 4


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 WORK ASSIGNMENT CONTRACT #_
 On-Call [e.g. Professional Engineering] Services
 [Title of Project]

This Work Assignment Contract (“Contract”) is entered into by and between the City of Burlington
(“City”), acting through its Department of Public Works, and____________________ (“Consultant”), a
business authorized to do business in Vermont, with a principal place of business at _____________.
Consultant and the City agree to the terms and conditions of this Agreement.

1. RECITALS

 A. Authority. Authority to enter into this Contract exists in the City Charter. Required approvals,
 clearance, and coordination have been accomplished from and within each Party.

 B. Consideration. The Parties acknowledge that the mutual promises and covenants contained
 herein and other good and valuable consideration are sufficient and adequate to support this
 Contract.

 C. Background. The City and Consultant entered into a Main On-Call Agreement dated
 __________, which established Consultant as an on-call consultant eligible to be selected and
 awarded a Work Assignment Contract. Pursuant to that Agreement, Consultant has been selected
 to perform the services described in this Contract.

 D. Purpose. The City seeks to employ the Contractor to perform the technical assistance services
 described in this Contract pursuant to the Agreement.

2. EFFECTIVE DATE AND TERM

 A. Effective Date. This Contract shall not be valid or enforceable until the Effective Date. The City
 shall not be bound by any provision of this Contract before the Effective Date, and shall have no
 obligation to pay Consultant for any performance or expense incurred before the Effective Date
 or after the expiration or termination of this Agreement.

 B. Term. This Contract and the Parties respective performance shall commence on the Effective
 Date and expire on June 30, 2019.

3. DEFINITIONS

 A. “Agreement” means the Main On-Call Agreement executed between the City and Consultant on
 ________, which governs this Contract and is attached hereto as Attachment D.

 B. “Effective Date” means the date on which this Agreement is approved and signed by the City, as
 shown on the signature page of this Agreement.

 C. “Party” means the City or Consultant and “Parties” means both the City and Consultant.




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4. SCOPE OF WORK

  The Consultant shall provide all services set forth in the Scope of Services, attached hereto as
  Attachment A. In addition to Attachment A, Consultant shall comply with the following conditions:
  ___________.

5. PAYMENT FOR SERVICES

  A. Contract Fee. The City shall pay Consultant at the rates specified in Attachment B for
 completion of the services specified in the Scope of Work attached as Attachment A. Consultant
 agrees to accept this payment as full compensation for performance of all services and expenses
 (including those of sub-consultants, if any) under this Contract.

  B. Maximum Limiting Amount. The total amount that may be paid to the Consultant for all
 services and expenses (including those of sub-consultants, if any) shall not exceed the maximum
 limiting amount of $ __________ without duly authorized written approval by the City.

  C. Invoices. Consultant shall submit on copy of each invoice and backup documentation for
 expenses to the following:

 [Contact info]

 Consultant shall not be entitled to payment under this Contract without providing an invoice and
 sufficient backup documentation for expenses.

6. ATTACHMENTS

  The following attachments are adopted, incorporated by reference, and made part of this Contract.

  A. Attachment A: Scope of Work

  B. Attachment B: Consultant Schedule of Fees

  C. Attachment C: Burlington Standard Contract Conditions

  D. Attachment D: Main On-Call Agreement with attachments

  E. Attachment E: City’s Livable Wage Ordinance Certificate

  F. Attachment F: City’s Outsourcing Ordinance Certificate

  G. Attachment G: City’s Union Deterrence Ordinance Certificate



7. ORDER OF PRECEDENT
  In the event of a conflict between an attachment and this Contract, such conflict shall be resolved by
  reference to the documents in the following order of priority:

 1. Attachment D: Main On-Call Agreement

 2


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 2. Work Assignment Contract
 3. Attachment C: Burlington Standard Contract Conditions
 4. Attachment E-G: Ordinances and Certificates
 5. Attachment A: Scope of Work
 6. Attachment B: Consultant Schedule of Fees

8. SIGNATURE PAGE

  Persons signing for the Parties hereby swear and affirm that they are authorized to act on behalf of
  their respective Party and acknowledge that the other Party is relying on their representations to that
  effect.

 The Parties hereto have executed this Work Assignment Contract



 CONSULTANT


 By: _______________________________
 Name, Title, Signature


 Date: _____________________________




 City of Burlington
 Department of Public Works


 By: _________________________________________
 Chapin Spencer
 Director of Public Works

 Date: _____________________________




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 Attachment D

 ATTACHMENT C:
 BURLINGTON STANDARD CONTRACT CONDITIONS
 FOR CONSULTANTS

1. DEFINITIONS:
 A. The “Contract” shall mean the Contract between Consultant and the City to which these
 conditions apply and includes this Attachment C.
 B. The “Consultant” shall mean _______.
 C. The “City” shall mean the City of Burlington, Vermont or any of its departments.
 D. The “Effective Date” shall mean the date on which the Contract becomes effective
 according to its terms, or if no effective date is stated, the date that all parties to it have
 signed.
 E. The “Parties” shall mean the parties to this Contract.
 F. The “Work” shall mean the services being provided by the Consultant, as provided in
 the Contract.

2. REGISTRATION: The Consultant agrees to be registered with the Vermont Secretary of
 State’s office as a business entity doing business in the State of Vermont at all times this
 Contract is effective. This registration must be complete prior to Contract execution.

3. INSURANCE: Prior to beginning any work, the Consultant shall obtain the following
 insurance coverage from an insurance company registered and licensed to do business in the
 State of Vermont and having an A.M. Best insurance rating of at least A-, financial size
 category VII or greater (www.ambest.com). The certificate of insurance coverage shall be
 documented on forms acceptable to the City. Compliance with minimum limits and coverage,
 evidenced by a certificate of insurance showing policies and carriers that are acceptable to the
 City, must be received prior to the Effective Date of the Contract. The insurance policies shall
 provide that insurance coverage cannot be canceled or revised without thirty (30) days prior
 notice to the City. If this Contract extends to more than one year, evidence of continuing
 coverage must be submitted to the City on an annual basis. Copies of any insurance policies
 may be required. Each policy (with the exception of professional liability and worker’s
 compensation) shall name the City as an additional insured for the possible liabilities resulting
 from the Consultant’s actions or omissions. The liability insurance furnished by the Consultant
 is primary and non-contributory for all the additional insured.

 The Consultant is responsible to verify and confirm in writing to the City that: (i) all sub-
 consultants must comply with the same insurance requirements as the Consultant; (ii) all
 coverage shall include adequate protection for activities involving hazardous materials; and
 (iii) all work activities related to the Contract shall meet minimum coverage and limits.

 No warranty is made that the coverage and limits listed herein are adequate to cover and protect
 the interests of the Consultant for the Consultant’s operations. These are solely minimums that
 have been developed and must be met to protect the interests of the City.

 A. General Liability And Property Damage: With respect to all operations performed by the
 Consultant, sub-consultants, agents or workers, it is the Consultant’s responsibility to

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 ensure that general liability insurance coverage, on an occurrence form, provides all major
 divisions of coverage including, but not limited to:

 1. Premises Operations
 2. Independent Contractors’/Consultants’ Protective
 3. Products and Completed Operations
 4. Personal Injury Liability
 5. Medical Expenses

 Coverage limits shall not be less than:

 1. General Aggregate $2,000,000
 2. Products-Completed/Operations $2,000,000
 3. Personal & Advertising Injury $1,000,000
 4. Each Occurrence $1,000,000
 5. Damage to Rented Premises $ 250,000
 6. Med. Expense (Any one person) $ 5,000

B. Workers' Compensation: With respect to all operations performed, the Consultant shall
 carry workers’ compensation insurance in accordance with the laws of the State of Vermont
 and ensure that all sub-consultants carry the same workers’ compensation insurance for all
 work performed by them under this Contract. Minimum limits for Employer's Liability:

 1. Bodily Injury by Accident: $500,000 each accident

 2. Bodily Injury by Disease: $500,000 policy limit,
 $500,000 each employee

C. Professional Liability Insurance:

 1. General: The Consultant shall carry appropriate professional liability insurance
 covering errors and omissions made during their performance of contractual duties
 with the following minimum limits:

 (a) $3,000,000 - Annual Aggregate

 (b) $2,000,000 - Per Occurrence

 2. Deductibles: The Consultant is responsible for any and all deductibles.

 3. Coverage: Prior to performing any work, the Consultant shall provide evidence of
 professional liability insurance coverage defined under this section. In addition,
 the Consultant shall maintain continuous professional liability coverage for the
 period of the Contract and for a period of five years following substantial
 completion of construction.



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 D. Automobile Liability: The Consultant shall carry commercial automobile liability insurance
 covering all motor vehicles, including owned, non-owned and hired, used in connection with
 the Contract. Each policy shall provide coverage with a limit not less than: $1,000,000
 Combined Single Limit for each occurrence.

 E. Valuable Papers And Records Insurance: The Consultant shall carry valuable papers
 insurance in a form and amount sufficient to ensure the restoration or replacement of any
 plans, drawings, field notes, or other information or data relating to the work, whether
 supplied by the City or developed by the Consultant, sub-consultant, worker, or agent, in
 the event of loss, impairment, or destruction. Such coverage shall remain in force until the
 final plans as well as all related materials have been delivered by the consultant to, and
 accepted by, the City. Unless otherwise provided, Valuable Papers and Records Insurance
 shall provide coverage on an “individual occurrence” basis with limits in the amount of
 one hundred and fifty thousand dollars ($150,000) when the insured items are in the
 Consultant’s possession, and in the amount of forty thousand dollars ($40,000) regardless
 of the physical location of the insured items.

 F. Umbrella Liability:

 1. $1,000,000 Each Event Limit

 2. $1,000,000 General Aggregate Limit

4. CONFLICT OF INTEREST: The Consultant shall disclose in writing to the City any actual
 or potential conflicts of interest or any appearance of a conflict of interest by the Consultant,
 its employees or agents, or its subconsultants, if any.

5. PLANS, RECORDS, AND AVAILABLE DATA: The City agrees to make available, at no
 charge, for the Consultant’s use all available data related to the Contract including any
 preliminary plans, maps, drawings, photographs, reports, traffic data, calculations, EDM,
 valuable papers, topographic survey, utility location plats, or any other pertinent public
 records.

6. PERSONNEL REQUIREMENTS AND CONDITIONS: The Consultant shall employ only
 qualified personnel with appropriate and valid licensure, to the extent a license is required for
 the work performed. The City shall have the right to approve or disapprove key personnel
 assigned to administer activities related to the Contract.

 Except with the approval of the City, during the life of the Contract, the Consultant shall not
 employ:

 1. Any City employees who are directly involved with the awarding, administration,
 monitoring, or performance of the Contract or any project(s) that are the subjects of
 the Contract.

 2. Any person so involved within one (1) year of termination of employment with the

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 City.

 The Consultant warrants that no company or person has been employed or retained, other than
 a bona fide employee working solely for the Consultant, to solicit or secure this Contract, and
 that no company or person has been paid or has a contract with the Consultant to be paid, other
 than a bona fide employee working solely for the Consultant, any fee, commission, percentage,
 brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or
 making of the Contract. For breach or violation of this warranty, the City shall have the right
 to annul the Contract, without liability to the City, and to regain all costs incurred by the City
 in the performance of the Contract.

 The City reserves the right to require removal of any person employed by a Consultant, from
 work related to the Contract, for misconduct, incompetence, or negligence as determined by
 the City, in the due and proper performance of Consultant’s duties, or for neglecting or refusing
 to comply with the requirements of the Contract.

7. PERFORMANCE: Consultant warrants that performance of Work will conform to the
 requirements of this Contract. Consultant shall use that degree of ordinary care and reasonable
 diligence that an experienced and qualified provider of similar services would use acting in
 like circumstances and experience in such matters and in accordance with the standards,
 practices and procedures established by Consultant for its own business.

8. DESIGN STANDARDS: Unless otherwise specifically provided for in the Contract, or
 directed in writing, Consultant services, studies or designs, that include or make reference to
 plans, specifications, special provisions, computations, estimates, or other data shall be in
 conformance with applicable City, state, and federal specifications, manuals, codes or
 regulations, including supplements to or revisions thereof, adopted prior to or during the
 duration of this Contract. In case of any conflict with the guidelines referenced, the Consultant
 is responsible to identify and follow any course of direction provided by the City.

9. RESPONSIBILITY FOR SUPERVISION: The Consultant shall assume primary
 responsibility for general supervision of Consultant employees and their sub-consultants for all
 work performed under the Contract and shall be solely responsible for all procedures, methods
 of analysis, interpretation, conclusions and contents of work performed under the Contract. The
 Consultant shall be responsible to the City for all acts or omissions of its subconsultants and any
 other person performing work under this Contract.

10. UTILITIES: Whenever a facility or component of a private, public, or cooperatively-owned
 utility will be affected by any proposed construction, the Consultant will counsel with the City,
 plus achieve any necessary contacts and discussions with the affected owners, regarding any
 requirement necessary for revisions of facilities or existing installations, both above and below
 ground. Any such installations must be completely and accurately exhibited on any detail sheets
 or plans. The Consultant shall inform the City, in writing, of any such contacts and the results
 thereof.

11. INSPECTION OF WORK: The City shall, at all times, have access to the Consultant’s work

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 for the purposes of inspection, accounting, and auditing, and the Consultant shall provide
 whatever access is considered necessary to accomplish such inspections. At any time, the
 Consultant shall permit the City or representative for the City the opportunity to inspect any
 plans, drawings, estimates, specifications, or other materials prepared or undertaken by the
 Consultant pursuant to the Contract, as well as any preparatory work, work-in-progress, or
 completed work at a field site, where applicable.

 Conferences, visits to a site, or an inspection of the work, may be held at the request of any
 involved party or by representatives of the City.

12. REVIEWS AND ACCEPTANCES: All preliminary and detailed designs, plans,
 specifications, estimates or other documents prepared by the Consultant, shall be subject to
 review and endorsement by the City.

 Approval for any inspections or sequences of progress of work shall be documented by letters,
 memoranda or other appropriate written means.

 A frequency for formal reviews shall be set forth in the Contract. Informal reviews, conducted
 by the City will be performed as deemed necessary. The Consultant shall respond to all official
 comments regardless of their source. The Consultant shall supply the City with written copies
 of all correspondence relating to formal and informal reviews.

 No acceptance shall relieve a Consultant of their professional obligation to correct any defects
 or errors in their work at their own expense.

13. PUBLIC RELATIONS: Whenever it is necessary to perform work in the field, particularly
 with respect to reconnaissance, the Consultant will endeavor to maintain good relations with the
 public and any affected property owners. Personnel employed by or representing the Consultant
 shall conduct themselves with propriety. The Consultant agrees to inform property owners
 and/or tenants, in a timely manner, if there is need for entering upon private property as an agent
 of the City, in accordance with 19 V.S.A. § 35 and §.503, to accomplish the work under the
 Contract. The Consultant agrees that any work will be done with minimum damage to the land
 and disturbance to the owner. Upon request of the Consultant, the City shall furnish a letter of
 introduction to property owners soliciting their cooperation and explaining that the Consultant
 is acting as an agent of the City.

14. ACKNOWLEDGEMENTS: Acknowledgment of the City’s support must be included in any
 and all publications, renderings and project publicity, including audio/visual materials
 developed under this Contract.

15. APPEARANCES:

 A. Hearings and Conferences: The Consultant shall provide services required by the City and
 necessary for furtherance of any work covered under the Contract. These services shall
 include appropriate representation at design conferences, public gatherings and hearings,
 and appearances before any legislative body, commission, board, or court, to justify,

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 explain and defend its contractual services covered under the Contract.

 The Consultant shall perform any liaison that the City deems necessary for the furtherance
 of the work and participate in conferences with the City, at any reasonable time, concerning
 interpretation and evaluation of all aspects covered under the Contract.

 The Consultant further agrees to participate in meetings with the City and any other
 interested or affected participant, for the purpose of review or resolution of any conflicts
 pertaining to the Contract.

 The Consultant shall be equitably paid for such services and for any reasonable expenses
 incurred in relation thereto in accordance with the Contract.

 B. Appearance as Witness: If and when required by the City, the Consultant, or an appropriate
 representative, shall prepare and appear for any litigation concerning any relevant project
 or related contract, on behalf of the City. The Consultant shall be equitably paid, to the
 extent permitted by law, for such services and for any reasonable expenses incurred in
 relation thereto, in accordance with the Contract.

16. PAYMENT PROCEDURES: The City shall pay, or cause to be paid, to the Consultant or the
 Consultant’s legal representative payments in accordance with the Contract. All payments will
 be made in reliance upon the accuracy of all representations made by the Consultant, whether in
 invoices, progress reports, emails, or other proof of work. When applicable, for the type of
 payment specified in the Contract, the progress report shall summarize actual costs and any earned
 portion of fixed fee.

 All invoices and correspondence shall indicate the applicable project name, project number and
 the Contract number. When relevant, the invoice shall further be broken down in detail between
 projects.

 When applicable, for the type of payment specified in the Contract, expenses for meals and travel
 shall be limited to the current approved in-state rates, as determined by the State of Vermont’s
 labor contract, and need not be receipted. All other expenses are subject to approval by the City
 and must be accompanied with documentation to substantiate their charges.

 No approval given or payment made under the Contract, shall be conclusive evidence of the
 performance of the Contract, either wholly or in part thereof, and no payment shall be construed
 to be acceptance of defective work or improper materials.

 The City agrees to pay the Consultant and the Consultant agrees to accept, as full compensation,
 for performance of all services rendered and expenses incurred, the fee specified in the Contract.

 Upon completion of all services covered under the Contract and payment of the agreed upon fee,
 the Contract with its mutual obligations shall end.




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17. DUTY TO INFORM CITY OF CONTRACT DOCUMENT ERRORS: If Consultant
 knows, or has reasonable cause to believe, that a clearly identifiable error or omission exists in
 the Contract Documents, including but not limited to unit prices and rate calculations,
 Consultant shall immediately give the City written notice thereof. Consultant shall not cause
 or permit any Work to be conducted which may relate to the error or omission without first
 receiving written notice by the City that City representatives understand the possible error or
 omission and have approved of modifications to the Contract Documents or that Consultant
 may proceed without any modification being made to Contract Documents.

18. NON-APPROPRIATION: The obligations of the City under this Contract are subject to
 annual appropriation by the Burlington City Council. If no funds or insufficient funds are
 appropriated or budgeted to support continuation of payments due under this Contract, the
 Contract shall terminate automatically on the first day of the fiscal year for which funds have
 not been appropriated. The Parties understand and agree that the obligations of the City to
 make payments under this Contract shall constitute a current expense of the City and shall not
 be construed to be a debt or a pledge of the credit of the City. The decision whether or not to
 budget and appropriate funds during each fiscal year of the City is within the discretion of the
 Mayor and City Council of the City. The City shall deliver written notice to Consultant as soon
 as practicable of any non-appropriation, and Contract Consultant shall not be entitled to any
 payment or compensation of any kind for work performed after the City has delivered written
 notice of non-appropriation.

19. CHANGES AND AMENDMENTS: No changes or amendments to the Work of the Contract
 shall be effective unless documented in writing and signed by authorized representatives of the
 City and the Consultant.

20. EXTENSION OF TIME: The Consultant agrees to prosecute the work continuously and
 diligently and no charges or claims for damages shall be made by the Consultant for delays or
 hindrances, from any cause whatsoever, during the progress of any portion of services specified
 in the Contract. Such delays or hindrances, if any, may be compensated for by an extension of
 time for such reasonable period as the City may decide. Time extensions shall be granted by
 amendment, only for excusable delays, such as delays beyond the control of the Consultant
 and without the fault or negligence of the Consultant.

21. PUBLIC HEALTH EMERGENCY:

 A. Compliance with Mandates and Guidance: The Consultant is advised that public health
 emergencies—meaning public health emergencies, as declared by the City, the State of
 Vermont, or the Federal Government—may introduce significant uncertainty into the
 project. The Consultant must comply with all local, state, federal orders, directives,
 regulations, guidance, advisories during a public health emergency. Consultant shall
 adhere to the below provisions and consider public health emergencies as it develops
 project schedules and advances the Work.

 B. Creation of Public Health Emergency Plan: For any work performed on-site at a City
 location, the Consultant shall create a public health emergency plan acceptable to the City.

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 The Consultant shall be responsible for following this plan and ensuring that the project or
 site is stable and in a safe and maintainable condition.
 a. Public Health Emergency Plan: The Public Health Emergency Plan will contain:
 i. Measures to manage risk and mitigate potential impacts to the health and
 safety of the public, the City and Consultant’s workers;
 ii. Explicit reference to any health and safety performance standards and
 mandates provided by the City, the State of Vermont, the Federal
 government, or other relevant governmental entities;
 iii. A schedule for possible updates to the plan as standards and mandates
 change; and
 iv. Means to adjust the schedule and sequence of work should the emergency
 change in nature or duration.
 b. Review and Acceptance of Plan:
 i. Consultant must provide the plan to the City by the Effective Date of this
 Contract or by one (1) week prior to the commencement of on-site activities,
 whichever is later.
 ii. The City shall have sole discretion to require changes to the plan.
 iii. The City may revisit the plan at any time to verify compliance with
 obligations that arise under a state of emergency.

 C. Enforcement & Stoppage of Work: Consultant fails to comply with either 1) the approved
 public health emergency plan, or 2) any local, state, federal orders, directives, regulations,
 guidance, or advisories during a public health emergency, the City may stop Work under
 the Contract until such failure is corrected. Such failure to comply shall constitute a breach
 of the Contract.

 Upon stoppage of work, the City may allow Work to resume, at a time determined by the
 City, under this Contract if such failure to comply is adequately corrected. The City shall
 have sole discretion in determining if Consultant has adequately corrected its failure to
 comply with the above.

 If Consultant’s breach of Contract has not been cured within seven (7) days after notice to
 stop Work from the City, then City may terminate this Contract, at its discretion.

 D. City Liability Relating to Potential Delays: If a public health emergency is declared, the
 City will not be responsible for any delays related to the sequence of operations or any
 expenses or losses incurred as a result of any delays. Any delays related to a public health
 emergency will be excusable, but will not be compensable.

22. FORCE MAJEURE: Neither Party to this Contract shall be liable to the other for any failure
 or delay of performance of any obligation under this Contract to the extent the failure or delay
 is caused by acts of God, public health emergencies, epidemics, acts of the public enemy, acts
 of superior governmental authority, weather conditions, riots, rebellion, sabotage, or any other

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 circumstances for which it is not responsible or which is not under its control (“Force
 Majeure”). To assert Force Majeure, the nonperforming party must prove that a) it made all
 reasonable efforts to remove, eliminate, or minimize the cause of delay or damage, b) diligently
 pursued performance of its obligations, c) substantially fulfilled all obligations that could be
 fulfilled, and d) timely notified the other part of the likelihood or actual occurrence of a Force
 Majeure event. If any such causes for delay are of such magnitude as to prevent the complete
 performance of the Contract within two (2) years of the originally scheduled completion date,
 either Party may by written notice request to amend or terminate the Contract. The suspension
 of any obligations under this section shall not cause the term of this Contract to be extended
 and shall not affect any rights accrued under this Contract prior to the occurrence of the Force
 Majeure. The Party giving notice of the Force Majeure shall also give notice of its cessation.

23. PAYMENT FOR EXTRA WORK, ADDITIONAL SERVICES OR CHANGES: The City
 may, in writing, and without invalidating the Contract, require changes resulting from revision or
 abandonment of work already performed by the Consultant or changes in the scope of work.

 The value of such changes, to the extent not reflected in other payments to the Consultant, shall
 be incorporated in an amendment and be determined by mutual agreement. Any adjustments of
 this nature shall be executed under the appropriate fee established in the Contract, based on the
 adjusted quantity of work.

 No changes for which additional fee payment is claimed shall be made unless pursuant to a written
 order from the City, and no claim for payment shall be valid unless so ordered.

 The Consultant agrees to maintain complete and accurate records, in a form satisfactory to the
 City for all time devoted directly to same by Consultant employees. The City reserves the right
 to audit the records of the Consultant related to any extra work or additional services. Any such
 services rendered shall be subject, in all other respects, to the terms of the Contract. When changes
 are so ordered, no additional work shall be performed by the Consultant until a Contract
 amendment has been fully executed, unless written notice to proceed is issued by the City. Any
 claim for extension of time that may be necessitated as a result of extra work or additional services
 and changes shall be given consideration and evaluated insofar as it directly relates to the change.

24. FAILURE TO COMPLY WITH TIME SCHEDULE: If the City is dissatisfied because of
 slow progress or incompetence in the performance of the Work in accordance with the schedule
 for completion of the various aspects of construction, the City shall give the Consultant written
 notice in which the City shall specify in detail the cause of dissatisfaction. Should the
 Consultant fail or refuse to remedy the matters complained of within five days after the written
 notice is received by the Consultant, the City shall have the right to take control of the Work
 and either make good the deficiencies of the Consultant itself or direct the activities of the
 Consultant in doing so, employing such additional help as the City deems advisable. In such
 events, the City shall be entitled to collect from the Consultant any expenses in completing the
 Work. In addition, the City may withhold from the amount payable to the Consultant an
 amount approximately equal to any interest lost or charges incurred by the City for each
 calendar day that the Consultant is in default after the time of completion stipulated in the
 Contract Documents.

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25. RETURN OF MATERIALS: Consultant agrees that at the expiration or termination of this
 Contract, it shall return to City all materials provided to it during its engagement on behalf of
 City.

26. ACCEPTANCE OF FINAL PAYMENT; RELEASE: Consultant’s acceptance of the final
 payment shall be a release in full of all claims against the City or its agents arising out of or by
 reason of the Work. Any payment, however, final or otherwise, shall not release the Consultant
 or their sureties from any obligations under the Contract Documents or any performance or
 payment bond.

27. OWNERSHIP OF THE WORK: The Consultant agrees that the ownership of all studies,
 data sheets, survey notes, subsoil information, drawings, tracings, estimates, specifications,
 proposals, diagrams, calculations, EDM and other material prepared or collected by the
 Consultant, hereafter referred to as "instruments of professional service", shall become the
 property of the City as they are prepared and/or developed during execution of the Contract.
 The Consultant agrees to allow the City access to all “instruments of professional service” at
 any time. The Consultant shall not copyright any material originating under the Contract
 without prior written approval of the City. No publications or publicity of the work, in part or
 in total, shall be made without the express written agreement of the City, except that Consultant
 may in general terms use previously developed instruments of professional service to describe
 its abilities for a project in promotional materials.

28. PROPRIETARY RIGHTS: The Parties under the Contract hereby mutually agree that, if
 patentable discoveries or inventions should result from work performed by the Consultants
 under the Contract, all rights accruing from such discoveries or inventions shall be the sole
 property of the Consultant. The Consultant, however, agrees to and does hereby grant to the
 City an irrevocable, nonexclusive, non-transferable, and royalty-free license to the
 manufacture, use, and disposition of any discovery or invention that may be developed as a
 part of the Work under the Contract.

29. PUBLIC RECORDS: The Consultant understands that any and all records related to and
 acquired by the City, whether electronic, paper, or otherwise recorded, are subject to the
 Vermont Public Records Act and that the determination of how those records must be handled
 is solely within the purview of City. The Consultant shall identify all records that it considers
 to be trade secrets as that term is defined by subsection 317(c)(9) of the Vermont Public
 Records Act and shall also identify all other records it considers to be exempt under the Act.
 It is not sufficient to merely state generally that the record is proprietary or a trade secret or is
 otherwise exempt. Particular records, pages or section which are believed to be exempt must
 be specifically identified as such and must be separated from other records with a convincing
 explanation and rationale sufficient to justify each exemption from release consistent with
 Section 317 of Title 1 of the Vermont Statutes Annotated.

30. RECORDS RETENTION AND ACCESS: The Consultant agrees to retain, in its files, and
 to produce to the City—within the time periods requested—all books, documents, Electronic
 Data Media (EDM), accounting records, and other records produced or acquired by the

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 Consultant in the performance of this Contract which are related to the City, at any time during
 this Contract and for a period of at least three (3) years after its completion or termination. In
 addition, if any audit, claim, or litigation is commenced before the expiration of that three (3)
 year period, the records shall be retained until all related audits, claims, or litigation are
 resolved. The Consultant further agrees that the City shall have access to all the above
 information for the purpose of review and audit during the Contract period and anytime within
 the aforementioned retention period. Copies of all of the above referenced information shall
 be provided to the City, if requested, in the format in which the records were obtained, created,
 or maintained, such that their original use and purpose can be achieved. Consultant, sub-
 consultants, or their representatives performing work related to the Contract, are responsible to
 ensure that all data and information created or stored on EDM is secure and can be duplicated
 and used if the EDM mechanism is subjected to power outage, obsolescence, or damage.

31. CONTRACT DISPUTES: In the event of a dispute between the parties to this Contract each
 party will continue to perform its obligations unless the Contract is terminated in accordance
 with these terms.

32. SETTLEMENTS OF MISUNDERSTANDINGS: To avoid misunderstandings and
 litigation, it is mutually agreed by all Parties that the [Head of Department] shall act as referee
 on all questions arising under the terms of the Contract and that the decision of the [Head of
 Department] in such cases shall be binding upon both Parties.

33. CITY'S OPTION TO TERMINATE: The Contract may be terminated in accordance with
 the following provisions, which are not exclusive:

 A. Termination for Convenience: At any time prior to completion of services specified under
 the Contract, the City may terminate the Contract for any reason by submitting written
 notice via certified or registered mail to the Consultant, not less than fifteen (15) days prior
 to the termination date, of its intention to do so. If the termination is for the City’s
 convenience, payment to the Consultant will be made promptly for the amount of any fees
 earned to the date of the notice of termination and costs of materials obtained in preparation
 for Work but not yet installed or delivered, less any payments previously made. However,
 if a notice of termination is given to a Consultant prior to completion of twenty (20) percent
 of the estimated services, as set forth in the approved Work Schedule and Progress Report,
 the Consultant will be reimbursed for that portion of any reasonable and necessary
 expenses incurred to date of the notice of termination that are in excess of the amount
 earned under its approved fee to the date of said termination. Such requests for
 reimbursement shall be supported with factual data and shall be subject to the City’s
 approval. The Consultant shall make no claim for additional compensation against the City
 by reason of such termination.

 B. Termination for Cause:

 i. Breach: Consultant shall be in default if Consultant fails in any manner to fully
 perform and carry out each and all conditions of this Contract, including, but not
 limited to, Consultant’s failure to begin or to prosecute the Work in a timely manner

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 or to make progress as to endanger performance of this Contract; failure to supply a
 sufficient number of properly skilled employees or a sufficient quantity of materials
 of proper quality; failure to perform the Work unsatisfactorily as determined by the
 City; failure to neglect or refuse to remove materials; or in the event of a breach of
 warranty with respect to any materials, workmanship, or performance guaranty.
 Consultant will not be in default for any excusable delays as provided in Sections 19-
 21.

 The City may give Consultant written notice of such default. If Consultant does not
 cure such default or provide a plan to cure such default which is acceptable to the
 City within the time permitted by the City, then the City may terminate this contract
 for cause.

 ii. Proceedings for Relief of Debtors: If a federal or state proceeding for relief of debtors is
 undertaken by or against Consultant, or if Consultant makes an assignment for the benefit
 of creditors, then the City may immediately terminate this contract.

 iii. Dishonest Conduct: If Consultant engages in any dishonest conduct related to the
 performance or administration of this Contract then the City may immediately terminate
 this contract.

 iv. Cover: In the event the City terminates this contract as provided in this section, the City
 may procure, upon such terms and in such manner as the City may deem appropriate,
 services similar in scope and level of effort to those so terminated, and Consultant shall
 be liable to the City for all of its costs and damages, including, but not limited to, any
 excess costs for such services, interest, or other charges the City incurs to cover.

 v. Rights and Remedies Not Exclusive: The rights and remedies of the City provided in this
 section shall not be exclusive and are in addition to any other rights and remedies
 provided by law or under this Contract.

34. GENERAL COMPLIANCE WITH LAWS: The Consultant and any subconsultant
 approved under this Contract shall comply with all applicable Federal, State and local laws,
 including but not limited to the Burlington Livable Wage Ordinance, the Non-Outsourcing
 Ordinance, and the Union-Deterrence Ordinance and shall provide the required certifications
 attesting to compliance with these ordinances (see attached ordinances and certifications).

 Provisions of the Contract shall be interpreted and implemented in a manner consistent with
 each other and using procedures that will achieve the intent of both Parties. If, for any reason,
 a provision in the Contract is unenforceable or invalid, that provision shall be deemed severed
 from the Contract, and the remaining provisions shall be carried out with the same force and
 effect as if the severed provisions had never been a part of the Contract.

35. CIVIL RIGHTS AND EQUAL EMPLOYMENT OPPORTUNITY: During performance
 Page 12 of 16


 Page 254 of 300
 of the Contract, the Consultant will not discriminate against any employee or applicant for
 employment because of religious affiliation, race, color, national origin, place of birth,
 ancestry, age, sex, sexual orientation, gender identity, marital status, veteran status, disability,
 HIV positive status, crime victim status, or genetic information. Consultant, and any
 subconsultants, shall comply with any Federal, State, or local law, statute, regulation,
 Executive Order, or rule that applies to it or the services to be provided under this contract
 concerning equal employment, fair employment practices, affirmative action, or prohibitions
 on discrimination or harassment in employment.

36. CHILD SUPPORT PAYMENTS: By signing the Contract, the Consultant certifies, as of the
 date of signing the Contract, that the Consultant (a) is not under an obligation to pay child
 support; or (b) is under such an obligation and is in good standing with respect to that
 obligation; or (c) has agreed to a payment plan with the Vermont Office of Child Support
 Services and is in full compliance with that plan. If the Consultant is a sole proprietorship, the
 Consultant’s statement applies only to the proprietor. If the Consultant is a partnership, the
 Consultant’s statement applies to all general partners with a permanent residence in Vermont.
 If the Consultant is a corporation, this provision does not apply.

37. TAX REQUIREMENTS: By signing the Contract, the Consultant certifies, as required by
 law under 32 VSA, Section 3113, that under the pains and penalties of perjury, that the
 Consultant is in good standing with respect to payment, or in full compliance with a plan to
 pay, any and all taxes due the State of Vermont as of the date of signature on the Contract.

38. INDEMNIFICATION:

 A. Indemnification by Consultant: Except for the active negligence or willful misconduct of
 the City, or any of its boards, officers, agents, employees, assigns and successors in
 interest, consultant undertakes and agrees to defend, indemnify and hold harmless
 the City and any of its boards, officers, agents, employees, assigns, and successors in
 interest from and against all suits and causes of action, claims, losses, demands and
 expenses, including, but not limited to, attorney's fees (both in house and outside counsel)
 and cost of litigation (including all actual litigation costs incurred by the City, including
 but not limited to, costs of experts and consultants), damages or liability of any nature
 whatsoever, for death or injury to any person, including Consultant’s employees and
 agents, or damage or destruction of any property of either party hereto or of third parties,
 arising in any manner by reason of the negligent acts, errors, omissions or willful
 misconduct incident to the performance of this Contract by Consultant or its subconsultants
 of any tier.

 B. Notice of Claims & City’s Right to Participate: If the City, its officers, agents, or employees
 are notified of any claims asserted against it to which this indemnification provision may
 apply, the City shall immediately thereafter notify the Consultant in writing that a claim to
 which the indemnification provision may apply has been filed. Consultant shall
 immediately retain counsel and otherwise provide a complete defense against the entire
 claim or suit. The City retains the right to participate, at its own expense, in the defense of
 any claim, and to approve all proposed settlements of clams to which this provision applies.

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 C. City’s Rights and Remedies: Rights and remedies available to the City under this provision
 are cumulative of those provided for elsewhere in this Contract and those allowed under
 the laws of the United States and the State of Vermont.

 D. No Indemnification by City: Under no conditions shall the City be obligated to indemnify
 the Consultant or any third party, nor shall the City be otherwise liable for expenses or
 reimbursement including attorney’s fees, collection costs, or other costs of the Consultant
 or any third party.

39. NO GIFTS OR GRATUITIES: The Consultant shall not make any payment or gift or
 donation of substantial value to any elected official, officer, employee, or agent of the City
 during the term of this Contract.

40. ASSIGNMENT: Consultant shall not sublet or assign this Work, or any part of it, without the
 written consent of the City. If any subconsultant is approved, Consultant shall be responsible
 and liable for all acts or omissions of that subconsultant for any Work performed. If any
 subconsultant is approved, Consultant shall be responsible to ensure that the subconsultant is
 paid as agreed and that no lien is placed on any City property.

41. TRANSFERS, SUBLETTING, ETC: The Consultant shall not assign, sublet, or transfer any
 interest in the work, covered by this Contract, without prior written consent of the City, and
 further, if any sub-consultant participates in any work involving additional services, the
 estimated extent and cost of the contemplated work must receive prior written consent of the
 City. The approval or consent to assign or sublet any portion of the work, shall in no way
 relieve the Consultant of responsibility for the performance of that portion of the work so
 transferred. The form of the sub-consultant’s contract shall be as developed by the Consultant
 and approved by the City. The Consultant shall ensure that insurance coverage exists for any
 operations to be performed by any sub-consultant as specified in the insurance requirements
 section of this Contract.

 The services of the Consultant, to be performed under the Contract, shall not be transferred
 without written authorization of the City. Any authorized sub-contracts shall contain all of the
 same provisions contained in and attached to the original Contract with the City.

42. CONTINUING OBLIGATIONS: The Consultant agrees that if because of death, disability,
 or other occurrences, it becomes impossible to effectively perform its services in compliance
 with the Contract, neither the Consultant nor its surviving members shall be relieved of their
 obligations to complete the Contract unless the City agrees to terminate the Contract because it
 determines that the Consultant is unable to satisfactorily execute the Contract.

43. INTERPRETATION & IMPLEMENTATION: Provisions of the Contract shall be
 interpreted and implemented in a manner consistent with each other and using procedures that
 will achieve the intent of both Parties.




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 Page 256 of 300
44. ARM’S LENGTH: This Contract has been negotiated at arm’s length, and any ambiguity in
 any of its terms or provisions shall be interpreted in accordance with the intent of the Parties
 and not against or in favor of either the City or Consultant.

45. RELATIONSHIP: The Consultant is an independent consultant and shall act in an
 independent capacity and not as officers or employees of the City. To that end, the Consultant
 shall determine the method, details, and means of performing the work, but will comply with all
 legal requirements in doing so. The Consultant shall provide its own tools, materials, or
 equipment. The Parties agree that neither the Consultant nor its principal(s) or employees are
 entitled to any employee benefits from the City. Consultant understands and agrees that it and its
 principal(s) or employees have no right to claim any benefits under the Burlington Employee
 Retirement System, the City’s worker’s compensation benefits, health insurance, dental
 insurance, life insurance, or any other employee benefit plan offered by the City. The Consultant
 agrees to execute any certifications or other documents and provide any certificates of insurance
 required by the City and understands that this Contract is conditioned on its doing so, if requested.

 The Consultant understands and agrees that it is responsible for the payment of all taxes on the
 above sums and that the City will not withhold or pay for Social Security, Medicare, or other taxes
 or benefits or be responsible for any unemployment benefits.

46. CHOICE OF LAW: Vermont law, and rules and regulations issued pursuant thereto, shall be
 applied in the interpretation, execution, and enforcement of this Contract. Any provision
 included or incorporated herein by reference which conflicts with said laws, rules, and
 regulations shall be null and void. Any provision rendered null and void by operation of this
 provision shall not invalidate the remainder of this Contract to the extent capable of execution.

47. JURISDICTION: All suits or actions related to this Contract shall be filed and proceedings
 held in the State of Vermont.

48. BINDING EFFECT AND CONTINUITY: This Contract shall be binding upon and shall
 inure to the benefit of the Parties, their’ respective heirs, successors, representatives, and
 assigns. If a dispute arises between the Parties, each Party will continue to perform its
 obligations under this Contract during the resolution of the dispute, until the Contract is
 terminated in accordance with its terms.

49. SEVERABILITY: The invalidity or unenforceability of any provision of this Contract, shall
 not affect the validity or enforceability of any other provision, which shall remain in full force
 and effect, provided that the Parties can continue to perform their obligations under this
 Contract in accordance with the intent of this Contract.

50. ENTIRE CONTRACT & AGREEMENT: This Contract constitutes the entire Contract,
 agreement, and understanding of the Parties with respect to the subject matter of this Contract.
 Prior or contemporaneous additions, deletions, or other changes to this Contract shall not have
 any force or effect whatsoever, unless embodied herein.

51. APPENDICES: The City may attach to these conditions appendices containing various forms

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 Page 257 of 300
 and typical sample sheets for guidance and assistance to the Consultant in the performance of
 the work. It is understood, however, that such forms and samples may be modified, altered,
 and augmented from time to time by the City as occasions may require. It is the responsibility
 of the Consultant to ensure that they have the latest versions applicable to the Contract.

52. N O THIRD PARTY BENEFICIARIES: This Contract does not and is not intended to
 confer any rights or remedies upon any person or entity other than the Parties. Enforcement of
 this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any
 services or benefits which third parties receive as a result of this Contract are incidental to this
 Contract, and do not create any rights for such third parties.

53. WAIVER: A Party’s failure or delay in exercising any right, power, or privilege under this
 Contract, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall
 any single or partial exercise of any right, power, or privilege preclude any other or further
 exercise of such right, power, or privilege.




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 Page 258 of 300
 ATTACHMENT E



 ARTICLE VI. LIVABLE WAGES1

21-80 Findings and purpose.

In enacting this article, the city council states the following findings and purposes:


 (a) Income from full-time work should be sufficient to meet an individual’s basic needs;


 (b) The City of Burlington is committed to ensuring that its employees have an opportunity for a decent

 quality of life and are compensated such that they are not dependent on public assistance to meet their

 basic needs;


 (c) The City of Burlington is committed, through its contracts with vendors and provision of financial

 assistance, to encourage the private sector to pay its employees a livable wage and contribute to

 employee health care benefits;


 (d) The creation of jobs that pay livable wages promotes the prosperity and general welfare of the City

 of Burlington and its residents, increases consumer spending with local businesses, improves the

 economic welfare and security of affected employees and reduces expenditures for public assistance;


 (e) It is the intention of the city council in passing this article to provide a minimum level of

 compensation for employees of the City of Burlington and employees of entities that enter into service

 contracts or receive financial assistance from the City of Burlington.


(Ord. of 11-19-01; Ord. of 10-21-13)


21-81 Definitions.

As used in this article, the following terms shall be defined as follows:


 (a) Contractor or vendor is a person or entity that has a service contract with the City of Burlington

 where the total amount of the service contract or service contracts exceeds fifteen thousand dollars

 ($15,000.00) for any twelve (12) month period, including any subcontractors of such contractor or

 vendor.


 (b) Grantee is a person or entity that is the recipient of financial assistance from the City of Burlington

 in the form of grants, including any contractors or subgrantees of the grantee, that exceed fifteen

 thousand dollars ($15,000.00) for any twelve (12) month period.




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(c) Covered employer means the City of Burlington, a contractor or vendor or a grantee as defined

above. The primary contractor, vendor, or grantee shall be responsible for the compliance of each of its

subcontractors (or of each subgrantee) that is a covered employer.


(d) Covered employee means an "employee" as defined below, who is employed by a "covered

employer," subject to the following:


 (1) An employee who is employed by a contractor or vendor is a "covered employee" during the

 period of time he or she expends on furnishing services under a service contract with the City of

 Burlington, notwithstanding that the employee may be a temporary or seasonal employee;


 (2) An employee who is employed by a grantee who expends at least half of his or her time on

 activities funded by the City of Burlington is a "covered employee."


(e) Designated accountability monitor shall mean a nonprofit corporation which has established and

maintains valid nonprofit status under Section 501(c)(3) of the United States Internal Revenue Code of

1986, as amended, and that is independent of the parties it is monitoring.


(f) Employee means a person who is employed on a full-time or part-time regular basis. In addition,

commencing with the next fiscal year, a seasonal or temporary employee of the City of Burlington who

works ten (10) or more hours per week and has been employed by the City of Burlington for a period of

four (4) years shall be considered a covered employee commencing in the fifth year of employment.

"Employee" shall not refer to volunteers working without pay or for a nominal stipend, persons working in

an approved apprenticeship program, persons who are hired for a prescribed period of six (6) months or

less to fulfill the requirements to obtain a professional license as an attorney, persons who are hired

through youth employment programs or student workers or interns participating in established

educational internship programs.


(g) Employer-assisted health care means health care benefits provided by employers for employees

(or employees and their dependents) at the employer’s cost or at an employer contribution towards the

purchase of such health care benefits, provided that the employer cost or contribution consists of at least

one dollar and twenty cents ($1.20) per hour. (Said amount shall be adjusted every two (2) years for

inflation, by the chief administrative officer of the city.)


(h) Livable wage has the meaning set forth in Section 21-82.




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 (i) Retaliation shall mean the denial of any right guaranteed under this article, and any threat,

 discipline, discharge, demotion, suspension, reduction of hours, or any other adverse action against an

 employee for exercising any right guaranteed under this article. Retaliation shall also include coercion,

 intimidation, threat, harassment, or interference in any manner with any investigation, proceeding, or

 hearing under this article.


 (j) Service contract means a contract primarily for the furnishing of services to the City of Burlington (as

 opposed to the purchasing or leasing of goods or property). A contract involving the furnishing of

 financial products, insurance products, or software, even if that contract also includes some support or

 other services related to the provision of the products, shall not be considered a service contract.


(Ord. of 11-19-01; Ord. of 10-21-13)


21-82 Livable wages required.

(a) Every covered employer shall pay each and every covered employee at least a livable wage no less than:


 (1) For a covered employer that provides employer assisted health care, the livable wage shall be at

 least thirteen dollars and ninety-four cents ($13.94) per hour on the effective date of the amendments to

 this article.


 (2) For a covered employer that does not provide employer assisted health care, the livable wage shall

 be at least fifteen dollars and eighty-three cents ($15.83) per hour on the effective date of the

 amendments to this article.


 (3) Covered employees whose wage compensation consists of more or other than hourly wages,

 including, but not limited to, tips, commissions, flat fees or bonuses, shall be paid so that the total of all

 wage compensation will at least equal the livable wage as established under this article.


(b) The amount of the livable wage established in this section shall be adjusted by the chief administrative

officer of the city as of July 1 of each year based upon a report of the Joint Fiscal Office of the State of Vermont

that describes the basic needs budget for a single person but utilizes a model of two (2) adults residing in a two

(2) bedroom living unit in an urban area with the moderate cost food plan. Should there be no such report from

the Joint Fiscal Office, the chief administrative officer shall obtain and utilize a basic needs budget that applies

a similar methodology. The livable wage rates derived from utilizing a model of two (2) adults residing in a two

(2) bedroom living unit in an urban area with a moderate cost food plan shall not become effective until rates

meet or exceed the 2010 posted livable wage rates. Prior to May 1 preceding any such adjustment and prior to




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May 1 of each calendar year thereafter, the chief administrative officer will provide public notice of this

adjustment by posting a written notice in a prominent place in City Hall by sending written notice to the city

council and, in the case of covered employers that have requested individual notice and provided contact

information to the chief administrative officer, by notice to each such covered employer. However, once a

livable wage is applied to an individual employee, no reduction in that employee’s pay rate is permissible due to

this annual adjustment.


(c) Covered employers shall provide at least twelve (12) compensated days off per year for full-time covered

employees, and a proportionate amount for part-time covered employees, for sick leave, vacation, personal, or

combined time off leave.


(Ord. of 11-19-01; Ord. of 5-2-11; Ord. of 6-13-11; Ord. of 10-21-13)


21-83 Applicability.

(a) This article shall apply to any service contract or grant, as provided by this article that is awarded or

entered into after the effective date of the article. After the effective date of the article, entering into any

agreement or an extension, renewal or amendment of any contract or grant as defined herein shall be subject

to compliance with this article.


(b) The requirements of this article shall apply during the term of any service contract subject to the article.

Covered employers who receive grants shall comply with this article during the period of time the funds

awarded by the City of Burlington are being expended by the covered employer.


(Ord. of 11-19-01; Ord. of 10-21-13)


21-84 Enforcement.

(a) Each service contract or grant covered by this article shall contain provisions requiring that the covered

employer or grantee submit a written certification, under oath, during each year during the term of the service

contract or grant, that the covered employer or grantee (including all of its subcontractors and subgrantees, if

any) is in compliance with this article. The failure of a contract to contain such provisions does not excuse a

covered employer from its obligations under this article. The covered employer shall agree to post a notice

regarding the applicability of this section in any workplace or other location where employees or other persons

contracted for employment are working. The covered employer shall agree to provide payroll records or other

documentation for itself and any subcontractors or subgrantees, as deemed necessary by the chief




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administrative officer of the City of Burlington, within ten (10) business days from receipt of the City of

Burlington’s request.


(b) The chief administrative officer of the City of Burlington may require that a covered employer submit proof

of compliance with this article at any time, including but not limited to:


 (1) Verification of an individual employee’s compensation;


 (2) Production of payroll, health insurance enrollment records, or other relevant documentation; or


 (3) Evidence of proper posting of notice.


If a covered employer is not able to provide that information within ten (10) business days of the request, the

chief administrative officer may turn the matter over to the city attorney’s office for further enforcement

proceedings.


(c) The City of Burlington shall appoint a designated accountability monitor that shall have the authority:


 (1) To inform and educate employees of all applicable provisions of this article and other applicable

 laws, codes, and regulations;


 (2) To create a telephonic and electronic accountability system under this article that shall be available

 at all times to receive complaints under this article;


 (3) To establish and implement a system for processing employees’ complaints under this article,

 including a system for investigating complaints and determining their initial credibility; and


 (4) To refer credible complaints to the city attorney’s office for potential enforcement action under this

 article.


The designated accountability monitor shall forward to the City of Burlington all credible complaints of violations

within ten (10) days of their receipt.


(d) Any covered employee who believes his or her covered employer is not complying with this article may file

a complaint in writing with the city attorney’s office within one (1) year after the alleged violation. The city

attorney’s office shall conduct an investigation of the complaint, during which it may require from the covered

employer evidence such as may be required to determine whether the covered employer has been compliant,

and shall make a finding of compliance or noncompliance within a reasonable time after receiving the




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complaint. Prior to ordering any penalty provided in subsection (e), (f), or (g) of this section, the city attorney’s

office shall give notice to the covered employer. The covered employer may request a hearing within thirty (30)

days of receipt of such notice. The hearing shall be conducted by a hearing officer appointed by the city

attorney’s office, who shall affirm or reverse the finding or the penalty based upon evidence presented by the

city attorney’s office and the covered employer.


(e) The City of Burlington shall have the right to modify, terminate and/or seek specific performance of any

contract or grant with a covered employer from any court of competent jurisdiction, if the covered employer has

not complied with this article.


(f) Any covered employer who violates this article may be barred from receiving a contract or grant from the

city for a period up to two (2) years from the date of the finding of violation.


(g) A violation of this article shall be a civil offense subject to a civil penalty of from two hundred dollars

($200.00) to five hundred dollars ($500.00). All law enforcement officers and any other duly authorized

municipal officials are authorized to issue a municipal complaint for a violation of this article. Each day any

covered employee is not compensated as required by this article shall constitute a separate violation.


(h) If a complaint is received that implicates any City of Burlington employee in a possible violation of this

article, that complaint will be handled through the City’s personnel procedures, not through the process outlined

in this article.


(i) Any covered employee aggrieved by a violation of this article may bring a civil action in a court of

competent jurisdiction against the covered employer within two (2) years after discovery of the alleged violation.

The court may award any covered employee who files suit pursuant to this section, as to the relevant period of

time, the following:


 (1) The difference between the livable wage required under this article and the amount actually paid to

 the covered employee;


 (2) Equitable payment for any compensated days off that were unlawfully denied or were not properly

 compensated;


 (3) Liquidated damages in an amount equal to the amount of back wages and/or compensated days

 off unlawfully withheld or fifty dollars ($50.00) for each employee or person whose rights under this

 article were violated for each day that the violation occurred or continued, whichever is greater;




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 (4) Reinstatement in employment and/or injunctive relief; and


 (5) Reasonable attorneys’ fees and costs.


(j) It shall be unlawful for an employer or any other person to interfere with, restrain, or deny the exercise of,

or the attempt to exercise, any right protected under this article. No person shall engage in retaliation against

an employee or threaten to do so because such employee has exercised rights or is planning to exercise rights

protected under this article or has cooperated in any investigation conducted pursuant to this article.


(Ord. of 11-19-01; Ord. of 2-17-04; Ord. of 5-2-11; Ord. of 10-21-13)


21-85 Other provisions.

(a) No covered employer shall reduce the compensation, wages, fringe benefits or leave available to any

covered employee in order to pay the livable wage required by this article. Any action in violation of this

subsection shall be deemed a violation of this article subject to the remedies of Section 21-84.


(b) No covered employer with a current contract, as of the effective date of this provision, with the City of

Burlington for the use of property located at the Burlington International Airport may reduce, during the term of

that contract, the wages of a covered employee below the livable wage as a result of amendments to this

article.


(c) Where pursuant to a contract for services with the city, the contractor or subcontractor incurs a contractual

obligation to pay its employees certain wage rates, in no case except as stated in subsection (d) of this section,

shall the wage rates paid pursuant to that contract be less than the minimum livable wage paid pursuant to this

article.


(d) Notwithstanding subsection (c) of this section, where employees are represented by a bargaining unit or

labor union pursuant to rights conferred by state or federal law and a collective bargaining labor agreement is in

effect governing the terms and conditions of employment of those employees, this chapter shall not apply to

those employees, and the collective bargaining labor agreement shall control.


(e) Covered employers shall inform employees making less than twelve dollars ($12.00) per hour of their

possible right to the Earned Income Tax Credit under federal and state law.


(f) The chief administrative officer of the city shall have the authority to promulgate rules as necessary to

administer the provisions of this article, which shall become effective upon approval by the city council.




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(Ord. of 11-19-01; Ord. of 10-21-13)


21-86 Exemptions.

An exemption from any requirement of this article may be requested for a period not to exceed two (2) years:


(a) By a covered employer where payment of the livable wage would cause substantial economic hardship;

and


(b) By the City of Burlington where application of this article to a particular contract or grant is found to violate

specific state or federal statutory, regulatory or constitutional provisions or where granting the exemption would

be in the best interests of the City.


A covered employer or grantee granted an exemption under this section may reapply for an exemption upon

the expiration of the exemption. Requests for exemption may be granted by majority vote of the city council. All

requests for exemption shall be submitted to the chief administrative officer. The finance committee of the City

of Burlington shall first consider such request and make a recommendation to the city council. The decision of

the city council shall be final.


(Ord. of 11-19-01; Ord. of 10-21-13)


21-87 Severability.

If any part or parts or application of any part of this article is held invalid, such holding shall not affect the

validity of the remaining parts of this article.


(Ord. of 11-19-01; Ord. of 10-21-13)


21-88 Annual reporting.

On or before April 15 of each year, the city attorney’s office shall submit a report to the city council that

provides the following information:


(a) A list of all covered employers broken down by department;


(b) A list of all covered employers whose service contract did not contain the language required by this article;

and


(c) All complaints filed and investigated by the city attorney’s office and the results of such investigation.




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(Ord. of 10-21-13)


21-89 Effective date.

The amendments to this article shall take effect on January 1, 2014, and shall not be retroactively applied.


(Ord. of 10-21-13)




 Page 267 of 300
 Certification of Compliance with the City of Burlington’s Livable Wage Ordinance

 I, , on behalf of (“the Contractor”) in connection

with a contract for services that we provide to the City, hereby certify under

oath that the Contractor (and any subcontractors under this contract) is and will remain in
compliance with the City of Burlington’s Livable Wage Ordinance, B.C.O. 21-80 et seq., and
that

 (1) as a condition of entering into this contract or grant, we confirm that all covered
employees as defined by Burlington’s Livable Wage Ordinance (including the covered
employees of subcontractors) shall be paid a livable wage (as determined, or adjusted,
annually by the City of Burlington’s chief administrative officer) and provided appropriate
time off for the term of the contract;

 (2) a notice regarding the applicability of the Livable Wage Ordinance shall be
posted in the workplace(s) or other location(s) where covered employees work;

 (3) we will provide verification of an employee’s compensation, produce payroll or
health insurance enrollment records or provide other relevant documentation (including
that of any subcontractor), as deemed necessary by the chief administrative officer, within
ten (10) business days from receipt of a request by the City;

 (4) we will cooperate in any investigation conducted by the City of Burlington’s City
Attorney’s office pursuant to this ordinance; and

 (5) we will not retaliate (nor allow any subcontractor to retaliate) against an
employee or other person because an employee has exercised rights or the person has
cooperated in an investigation conducted pursuant to this ordinance.
Date By: Contractor ____________________________________




Subscribed and sworn to before me:
Date Notary________________________________________




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 ATTACHMENT F


 ARTICLE VIII. UNION DETERRENCE

21-100 Policy.

It is the policy of the City of Burlington to limit letting contracts to organizations that provide union deterrence

services to other companies.


(Ord. of 3-27-06/4-26-06)


21-101 Definitions.

(a) Contractor or vendor. A person or entity that has a contract with the City of Burlington primarily for the

furnishing of services (as opposed to the purchasing of goods), including any subcontractors of such contractor

or vendor.


(b) Government funded project. Any contract for services which involves any City funds and the total amount

of the contract is fifteen thousand dollars ($15,000.00) or more. Burlington School Department contracts shall

not be considered government funded projects under this article.


(c) Union deterrence services. Services provided by a contractor, subcontractor or vendor that are not

restricted to advice concerning what activities by an employer are prohibited and permitted by applicable laws

and regulations, but extend beyond such legal advice to encouraging an employer to do any of the following:


 1) Hold captive audience, (i.e., mandatory) meetings with employees encouraging employees to vote

 against the union;


 2) Have supervisors force workers to meet individually with them to discuss the union;


 3) Imply to employees, whether through written or oral communication, that their employer may have to

 shut down or lay people off if the union wins the election;


 4) Discipline or fire workers for union activity;


 5) Train managers on how to dissuade employees from supporting the union.


(d) Substantial portion of income. For the purposes of this article, substantial portion of income shall mean

greater than ten (10) percent of annual gross revenues or one hundred thousand dollars ($100,000.00),

whichever is less.




 Page 269 of 300
(Ord. of 3-27-06/4-26-06)


21-102 Implementation.

(a) No contract for a government funded project shall be let to any contractor, subcontractor, or vendor who


 1) Advises or has advised an employer to conduct any illegal activity in its dealings with a union.


 2) Advertises union deterrence services as specialty services;


 3) Earns a substantial portion of its income by providing union deterrence services to other companies

 in order to defeat union organizing efforts.


(b) Prior to the commencement of work on a government funded project a contractor, subcontractor or vendor

shall provide written certification that it has not advised the conduct of any illegal activity, it does not currently,

nor will it over the life of the contract provide union deterrence services in violation of this article.


(Ord. of 3-27-06/4-26-06)


21-103 Enforcement.

(a) Any contractor, subcontractor or vendor who files false or materially misleading information in connection

with an application, certification or request for information pursuant to the provisions of this article or provided

union deterrence services during the life of a contract for a government funded project shall be deemed to be in

violation of this article.


(b) The City of Burlington shall have the right to modify, terminate and or seek specific performance of any

contract for a government funded project if the contractor, subcontractor or vendor has not complied with this

article.


(Ord. of 3-27-06/4-26-06)


21-104—21-110 Reserved.




 Page 270 of 300
 Certification of Compliance with the City of Burlington’s
 Union Deterrence Ordinance



 I, , on behalf of

(Contractor) and in connection with (City

contract/project/grant), hereby certify under oath that

(Contractor) has not advised the conduct of any illegal activity, and it does not currently, nor will

it over the life of the contract advertise or provide union deterrence services in violation of the

City’s union deterrence ordinance.

Dated at , Vermont this day of , 20 .


 By:
 Duly Authorized Agent




 Page 271 of 300
 ATTACHMENT G


 ARTICLE VII. OUTSOURCING

21-90 Policy.

It is the policy of the City of Burlington to let service contracts to contractors, subcontractors and vendors who

perform work in the United States.


(Ord. of 11-21-05/12-21-05)


21-91 Definitions.

(a) Contractor or vendor. A person or entity that has a contract with the City of Burlington primarily for the

furnishing of services (as opposed to the purchasing of goods), including any subcontractors of such contractor

or vendor.


(b) Government funded project. Any contract for services which involves any city funds and the total amount

of the contract is fifty thousand dollars ($50,000.00) or more. Burlington School Department contracts shall not

be considered government funded projects under this article.


(c) Outsourcing. The assigning or reassigning, directly, or indirectly through subcontracting, of services under

a government funded project to workers performing the work outside of the United States.


(Ord. of 11-21-05/12-21-05)


21-92 Implementation.

(a) No contract for a government funded project shall be let to any contractor, subcontractor, or vendor who is

outsourcing, or causing the work to be performed outside of the United States or Canada.


(b) Prior to the commencement of work on a government funded project a contractor, subcontractor or vendor

shall provide written certification that the services provided under the contract will be performed in the United

States or Canada.


(Ord. of 11-21-05/12-21-05)


21-93 Exemption.

An exemption from requirements of this article may be authorized by the chief administrative officer based upon

a determination that the services to be performed for the government funded project are not available in the

United States or Canada at a reasonable cost. Any such exemption decision by the chief administrative officer




 Page 272 of 300
shall be reported to the board of finance in writing within five (5) days. The board of finance may, if it should

vote to do so, override the exemption decision if such vote occurs within fourteen (14) days of the date of the

chief administrative officer’s communication to such board.


(Ord. of 11-21-05/12-21-05)


21-94 Enforcement.

(a) Any contractor, subcontractor or vendor who files false or materially misleading information in connection

with an application, certification or request for information pursuant to the provisions of this article or outsources

work on a government funded project shall be deemed to be in violation of this article.


(b) A violation of this article shall be a civil offense subject to a civil penalty of from one hundred dollars

($100.00) to five hundred ($500.00). All law enforcement officers and any other duly authorized municipal

officials are authorized to issue a municipal complaint for a violation of this article. Each day any violation of

any provision of this article shall continue shall constitute a separate violation.


(c) The City of Burlington shall have the right to modify, terminate and or seek specific performance of any

contract for a government funded project if the contractor, subcontractor or vendor has not complied with this

article.


(Ord. of 11-21-05/12-21-05)


21-95—21-99 Reserved.




 Page 273 of 300
 Certification of Compliance with the City of Burlington’s Outsourcing Ordinance




 I, , on behalf of

 (Contractor) and in connection with the



 [project], hereby certify under oath that (1) Contractor shall comply with the City of

Burlington’s Outsourcing Ordinance (Ordinance §§ 21-90 – 21-93); (2) as a condition of entering

into this contract or grant, Contractor confirms that the services provided under the above-

referenced contract will be performed in the United States or Canada.

 Dated at , Vermont this day of , 20 .


 By:
 Duly Authorized Agent


 Subscribed and sworn to before me:
 Notary




 Page 274 of 300
 Resolution Relating to RESOLUTION_______
 Sponsor(s): Bd. of Finance
 AUTHORIZATION FOR UP TO $650,000 STEP I Introduced: ____________________
 LOAN FROM VERMONT DRINKING WATER Referred to:____________________
 STATE REVOLVING FUND, FOR AN ENGINEERING ______________________________
 CONTRACT WITH WRIGHT-PIERCE FOR WATER Action: _______________________
 TREATMENT FACILITIES IMPROVEMENT PLAN Date: _________________________
 Signed by Mayor: _______________

 CITY OF BURLINGTON
 In the year Two Thousand Twenty-Six……………………………………………………………………….
 Resolved by the City Council of the City of Burlington, as follows:


 1 That WHEREAS, the State of Vermont Drinking Water State Revolving Fund (“DWSRF”) provides loans
 2 for planning and preliminary engineering (Step I) and final design engineering (Step II) of municipal drinking
 3 water system projects; and
 4 WHEREAS, the City’s Water Treatment Facility was last upgraded in 1984 and is in need of both
 5 infrastructure replacement and modernization to ensure the provision of amply supplied and clean, safe
 6 drinking water; and
 7 WHEREAS, the City has determined that a Water Treatment Facility Improvements Plan (the “Plan”);
 8 is a critical component to the City’s larger planning efforts and the Water Resources update of the 15-year
 9 Drinking Water Capital Plan and related financial planning; and
10 WHEREAS, the initial phase of the Plan is completion of Phase I (60%) of a Preliminary Engineering
11 Report (“PER”) to study the facilities needs and identify upgrade alternatives in support of developing a
12 Facility Improvement Plan (the “Project”); and
13 WHEREAS, the City expects that a future, final phase of the PER will select the project alternatives
14 and provide preliminary cost estimates in order to finalize the Plan; and
15 WHEREAS, the City has followed a competitive qualifications-based procurement process required by
16 the State and selected Wright Pierce as the most qualified contractor for the engineering of this Project; and
17 WHEREAS, the Project is estimated to require a total contract authorization of up to $650,000 with
18 Wright Pierce; and
19 WHEREAS, the Project is eligible for a Step I State of Vermont DWSRF Planning Loan of up to
20 $650,000; and
21 WHEREAS, the standard DWSRF Loan terms for projects of this type are up to 10 years at 0%
22 interest; and
23 WHEREAS, pursuant to 24 V.S.A. Section 4756(e), the City Council may authorize and incur debt on
24 behalf of the City for preliminary engineering plans and studies without prior voter approval, provided that



 Page 275 of 300
 Page 2
 Resolution Relating to AUTHORIZATION FOR UP TO $650,000 STEP I LOAN FROM
 VERMONT DRINKING WATER STATE REVOLVING FUND, FOR
 AN ENGINEERING CONTRACT WITH WRIGHT-PIERCE FOR
 WATER TREATMENT FACILITIES IMPROVEMENT PLAN


25 such debt shall be included in any subsequent public authorization of indebtedness necessary to construct the
26 project for which the planning loans are used; and
27 WHEREAS, the City intends to seek future voter approval to incur indebtedness in connection with the
28 Plan and the Water Distribution and Storage System Improvement Plan;
29 NOW THEREFORE, BE IT RESOLVED that the City Council authorizes the Director of Public
30 Works, or his designee, to complete the Step I Loan Application for Revolving Loan Funds under 24 V.SA.
31 Chapter 120 and to apply to the Vermont DWSRF and Vermont Municipal Bond Bank (the “Bank”) for the
32 financing of a loan in a principal amount not to exceed $650,000 (the “Loan”) subject to final review and
33 approval by the Chief Administrative Officer and Director of Finance; and
34 BE IT FURTHER RESOLVED that the City Council authorizes the Director of Public Works to
35 execute an Engineering Services Agreement with Wright Pierce for preliminary engineering for a total
36 authorized expenditure not to exceed $650,000, subject to review and approval by the City Attorney’s Office;
37 and
38 BE IT FURTHER RESOLVED that the City Council authorizes the Mayor, Chief Administrative
39 Officer, Director of Finance, and Assistant Director of Finance (the “Authorized Officers”), individually or
40 collectively, to execute and deliver: (i) a loan agreement with the Bank to evidence the Loan and the
41 repayment thereof; (ii) one or more bond(s) or promissory note(s) in an aggregate principal amount not to
42 exceed the Loan; (iii) such documents and instruments as the Bank may request in connection with the Loan,
43 in such form and with such terms as they deem necessary and in the City’s best interest; and (iv) such other
44 documents and instruments necessary or convenient in connection with the Loan, all subject to the prior
45 review and approval of legal counsel; and
46 BE IT FURTHER RESOLVED that the City Council designates the following City staff member as an
47 alternate authorized representatives of the Project with authority to execute administrative or reimbursement
48 documents, and other ancillary documents other than the loan application or loan agreements: Department of
49 Public Works Water Resources Division Director, Megan Moir.
50
51
52 TM/Resolutions 2026/Authorization for Up To $650,000 Step I Loan From Vermont Drinking Water State Revolving Fund, for an Engineering
53 Contract With Wright-Pierce For Water Treatment Facilities Improvement Plan
54 1/8/26




 Page 276 of 300
 Resolution Relating to RESOLUTION_______
 Sponsor(s): Bd. of Finance
 AUTHORIZATION FOR UP TO $544,000 STEP I Introduced: ____________________
 LOAN FROM VERMONT DRINKING WATER Referred to:____________________
 STATE REVOLVING FUND, FOR AN ENGINEERING ______________________________
 CONTRACT WITH WRIGHT-PIERCE FOR WATER Action: _______________________
 DISTRIBUTION AND STORAGE SYSTEM Date: _________________________
 Signed by Mayor: _______________
 IMPROVEMENTS PLAN

 CITY OF BURLINGTON
 In the year Two Thousand Twenty-Six……………………………………………………………………….
 Resolved by the City Council of the City of Burlington, as follows:


 1 That WHEREAS, the State of Vermont Drinking Water State Revolving Fund (“DWSRF”) provides loans for
 2 planning and preliminary engineering (Step I) and final design engineering (Step II) of municipal drinking water
 3 system projects; and
 4 WHEREAS, in the last ten years the City has dramatically increased its investment in water main
 5 replacement with projects selected primarily based on break history and overlap with transportation projects; and
 6 WHEREAS, to ensure the supply of ample, clean, safe drinking water to all portions of the City via the
 7 distribution and storage network, including those where housing growth is anticipated, a more comprehensive
 8 system-wide evaluation, including updated hydraulic model, is needed; and
 9 WHEREAS, the City has determined that a Water Distribution and Storage Systems Improvements Plan
10 (the “Plan”) is a critical component to the City’s larger planning efforts and the Water Resources update of the 15-
11 year Drinking Water Capital Plan and related financial planning; and
12 WHEREAS, the initial phase of the Plan is completion of a Preliminary Engineering Report (“PER”)
13 including efforts to identify water supply demand needs, update the City’s hydraulic model, review asset
14 management data, identify replacement and capacity improvements needs, develop cost estimates and prioritize
15 such improvements for the next 15 years (the “Project”); and
16 WHEREAS, the City has followed a competitive qualifications-based procurement process required by the
17 State and selected Wright Pierce as the most qualified contractor for the engineering of this Project; and
18 WHEREAS, the Project is estimated to require a total contract authorization of up to $544,000 with Wright
19 Pierce; and
20 WHEREAS, the Project is eligible for a Step I State of Vermont DWSRF Planning Loan of up to $544,000;
21 and
22 WHEREAS, the standard DWSRF Loan terms for projects of this type are up to 10 years at 0% interest;
23 and




 Page 277 of 300
 Page 2
 Resolution Relating to AUTHORIZATION FOR UP TO $544,000 STEP I LOAN FROM
 VERMONT DRINKING WATER STATE REVOLVING FUND, FOR
 AN ENGINEERING CONTRACT WITH WRIGHT-PIERCE FOR
 WATER DISTRIBUTION AND STORAGE SYSTEM
 IMPROVEMENTS PLAN

24 WHEREAS, pursuant to 24 V.S.A. Section 4756(e), the City Council may authorize and incur debt on
25 behalf of the City for preliminary engineering plans and studies without prior voter approval, provided that such
26 debt shall be included in any subsequent public authorization of indebtedness necessary to construct the project for
27 which the planning loans are used; and
28 WHEREAS, the City intends to seek future voter approval to incur indebtedness in connection with the
29 Plan and the Water Treatment Facility Improvement Plan;
30 NOW THEREFORE, BE IT RESOLVED that the City Council authorizes the Director of Public Works, or
31 his designee, to complete the Step I Loan Application for Revolving Loan Funds under 24 V.SA. Chapter 120 and
32 to apply to the Vermont DWSRF and Vermont Municipal Bond Bank (the “Bank”) for the financing of a loan in a
33 principal amount not to exceed $544,000 (the “Loan”) subject to final review and approval by the Chief
34 Administrative Officer and Director of Finance; and
35 BE IT FURTHER RESOLVED that the City Council authorizes the Director of Public Works to execute an
36 Engineering Services Agreement with Wright Pierce for preliminary engineering for a total authorized expenditure
37 not to exceed $544,000, subject to review and approval by the City Attorney’s Office; and
38 BE IT FURTHER RESOLVED that the City Council authorizes the Mayor, Chief Administrative Officer,
39 Director of Finance, and Assistant Director of Finance (the “Authorized Officers”), individually or collectively, to
40 execute and deliver: (i) a loan agreement with the Bank to evidence the Loan and the repayment thereof; (ii) one or
41 more bond(s) or promissory note(s) in an aggregate principal amount not to exceed the Loan; (iii) such documents
42 and instruments as the Bank may request in connection with the Loan, in such form and with such terms as they deem
43 necessary and in the City’s best interest; and (iv) such other documents and instruments necessary or convenient in
44 connection with the Loan, all subject to the prior review and approval of legal counsel; and
45 BE IT FURTHER RESOLVED that the City Council designates the following City staff member as an
46 alternate authorized representatives of the Project with authority to execute administrative or reimbursement
47 documents, and other ancillary documents other than the loan application or loan agreements: Department of Public
48 Works Water Resources Division Director, Megan Moir.
49
50
51 TM/Resolutions 2026/Authorization for Up to $544,000 Step I Loan From Vermont Drinking Water State Revolving Fund, for an Engineering
52 Contract With Wright-Pierce for Water Distribution and Storage System Improvements Plan
53 1/8/26




 Page 278 of 300
 Board of Finance and City Council Submission Checklist
 Megan Moir/Emily Pierisak/Rocky
 Department: DPW-Water Resources Submitter: Vogler
 2026 Drinking Water Strategic Planning and Associated Step I DWSRF Loan
 Title/Subject: Applications

 Approval: Meeting Date:
 ☒ Board of Finance 1/12/2026
 ☒ City Council 1/20/2026
 ☐ Concurrent Click or tap to enter a date.

This form must be completed by the person submitting the materials, and sent with the final submission. Please do
not indicate that a signoff was received until it has actually been obtained.

Signoffs Received

 Date
 Signoff Needed Received Note
 Received
 Department Head Yes 1/5/2026 Chapin Spencer

 Mayor’s Office informed and approved memo Yes 1/7/2026 Erin Jacobsen
 Board/Commission, if required
 City Attorney’s Office has approved contract N/A
 and/or legal documents,
 -Identify attorney in note
 City Attorney’s Office has approved memo and Yes 1/6/2026 Erik Ramakrishnan and
 motion(s) or resolution(s) Kathy Zhou (PFC) for
 -Identify attorney in note the resolutions
 CAO has reviewed budget, financing, and Yes 1/6/2026 Katherine Schad
 memo
 Human Resources, if personnel action N/A Click or tap
 -Identify HR Manager in note to enter a
 date.
 CIO, if an IT-related investment/purchase N/A Click or tap Click or tap here to
 to enter a enter text.
 date.


Materials Included

 Included? Note
 Final Memo Attached? Yes Click or tap here to enter text.
 Contract Attached, if applicable? No
 Additional Materials, if necessary Yes Attachments
 Draft Resolution or Motion? Yes
 If for submission to Council, are Yes Board of Finance
 sponsors identified?




 Page 279 of 300
 Office of Mayor Emma Mulvaney-Stanak
 149 CHURCH STREET • BURLINGTON, VT 05401 • (802) 865-7272




 MEMORANDUM

To: Board of Finance
 City Council
From: Mayor Emma Mulvaney-Stanak
 Jen Monroe Zakaras, Deputy Chief of Staff to the Mayor
Date: January 12, 2026
Subject: Unassigned Fund Balance Request for Turning Point Center FY25 Annual Payment


This memo outlines a request for approval for a Fiscal Year (FY) 2026 budget adjustment and a
payment to a Regional Program from the Unassigned Fund Balance.

Background
Since FY14, the City of Burlington has made an annual payment through a Regional Programs
appropriation to the Turning Point Center of Chittenden County (Turning Point Center) for their work to
support Burlington residents in recovery for substance and/or alcohol addiction. In FY23, the prior
Mayoral Administration and City Council approved an increase in the Regional Programs appropriation
to the Turning Point Center from $4,500 to $17,450. This increased payment was intended to more fully
capture a proportional commitment from the City for Turning Point Center programming that supports
Burlington residents.

During the budget process for FY25, and efforts to close the $14 million budget gap at that time, the
$17,450 appropriation for Turning Point Center did not make it into the Regional Programs budget. Due
to a breakdown in communications, the Turning Point Center was not informed of this change and thus
anticipated the payment, including it in their budget for the 2025 fiscal year. This issue came to light
when Turning Point submitted an invoice to the City for the $17,450 payment in the fall of 2025.

The City acknowledges that the Turning Point Center plays a vital role in the City’s community health
response, and a gap of this magnitude in their modest annual budget creates a strain on the
organization, particularly in this difficult funding climate at the local, state, and federal levels. The City
would like to honor the long partnership with the Turning Point Center and satisfy this anticipated 2025
annual payment. To avoid communication lapses in the future, the City will continue working with the
City Council through the CDNR Committee and in the FY27 budgeting process to create clarity and
standardization around expenditures of City funds for community organizations. The City will then
provide clear communication to organizations who received grant funding in prior fiscal years about the
availability of any funds--and where funds are available, about the City’s grant funding process.

Request




 Page 280 of 300
The Mayor’s Office respectfully requests that the Board of Finance and City Council approve the
adjustment to the FY26 budget and a payment to the Turning Point Center of Chittenden County in the
amount of $17,450 out of the Unassigned Fund Balance. There are no sufficient funding options
(including from opioid settlement funds) to satisfy the payment, hence the rare request to draw from the
Unassigned Fund Balance.

Motions

Board of Finance

To approve and recommend that the City Council authorize the adjustment to the FY26 budget and a
payment to the Turning Point Center of Chittenden County in the amount of $17,450 out of the
Unassigned Fund Balance.

City Council

To authorize the adjustment of the FY26 budget and a payment to the Turning Point Center of
Chittenden County in the amount of $17,450 out of the Unassigned Fund Balance.




 2


 Page 281 of 300
FY27 General Fund Budget Update
 Board of Finance
 January 12, 2026

 1
 Page 282 of 300
 Context

• Initial presentation at December 15, 2025 meeting

• Estimated $10-12M gap at that time, working to finalize details, no change
  at this time

• This gap arrived at by:
 • Starting with FY26 personnel budget and adding increases required by our
 union contracts and personnel police manual – especially recently ratified police
 (4.75% increase) and fire (7% increase) contracts
 • Using estimate for health insurance increases
 • Level funding or decreasing operational costs with exception of urgent investment in
 replacement vehicles needed for police & fire
 • Conservative initial budget for revenues, including gross receipts, based on recent
 trends in region over last two years 2
 Page 283 of 300
 New Information

• Started with FY26 personnel budget of $73M
• Departments recently provided updated information
• FY27 current estimate is $78.5M (increase of 7.5%)
• This is in line with expectations
• Still includes estimates for health insurance & worker’s comp
• Now working with departments to update and verify FY27 more exact
  revenue and operational expense estimates



 3
 Page 284 of 300
 Structuring the Solution

A gap of $10-12M in City budget of $107M is approximately 10% and will
require a balanced, multi-pronged approach:
 A Balanced, Multi-Pronged Aproach
• Raise Police & Fire Property Tax
• Reduce Government Expenses
• Deploy Voluntary Furlough
• Utilize One-Time Revenue
• Enhance Collections
• Sell City Property Strategically
 Raise Police & Fire Property Tax Reduce Government Expenses by 5-10%
 Deploy Voluntary Furlough Utilize One-Time Revenue
 Enhance Collections Sell City Property Strategically




 4
 Page 285 of 300
 Raise Police & Fire Property Tax
• One option we intend to pursue is $.05 increase to police & fire tax

• Would raise about $3M toward projected gap

• Overall expected increase to compensation and benefits for FY27 for police & fire
  (excluding retirement which is covered by dedicated tax) is $3.05M

• Current police & fire tax projected to raise $6.4M this year

• In contrast the budgets for those departments are $39.1M

• Police & fire tax only raises 16% of costs for the services

• Further details provided in December presentation

• Must be approved by City Council to put on ballot by end of January
 5
 Page 286 of 300
 Reducing Government Expenses by 5-10%

• Every General Fund department worked with staff to provide ideas for
  cutting 5% and 10% of its net draw on the general fund, including
  Police and Fire Departments

• Proposals include mix of delaying hiring, not filling vacant positions,
  and reduction of City services and staff and could total $2-3M.

• Currently discussing details with department heads and after that and
  further consultation with unions, the administration will further
  engage City Council.
 6
 Page 287 of 300
 Voluntary Furlough
• Discussed possible voluntary furlough program with AFSCME and City
  employees paid by general fund sources (police & fire would not be
  eligible) and sent out survey to gauge initial interest.
• 25% response rate of eligible participants

• 54% did want to participate in some form
• 46% did not want to participate

• For those who did want to participate, if we assume that all
  respondents participate estimate $100-$190K in savings
• Sending out follow-up survey to gather more information
 7
 Page 288 of 300
 Voluntary Early Retirement

• Discussed possible voluntary early retirement program with AFSCME
  and City employees (police & fire would not be eligible) and sent out
  survey to gauge initial interest.

• 23 people responded indicating interest in retiring by 7/1/26
• 74% said they were already planning to retire within 5 years

• Based on this data the model shows that the City would lose money
  if this program were offered so no longer pursuing this option.

 8
 Page 289 of 300
 Increasing One-Time Revenue

• Per FY24 audit City has $6.15M in unassigned fund balance (7.2%
  of operating expenses) and our policy is to keep 5-15% in reserve
  to ensure good fiscal stewardship of the City so taking money from
  this source is not a viable solution this year

• Exploring appropriate use of dedicated tax balances that have
  been recently discovered left over from long previous years.
  Current rough early estimate of $2M.

• Discussing with City Attorney and City’s external auditor to further
  refine amount and confirm feasibility
 9
 Page 290 of 300
 Enhancing Collection


• Following COVID, due to lack of staff capacity and consistency in
  approach to collections across the City, there is excess overdue
  revenue in a variety areas (e.g. parking tickets, ambulance fees,
  building permits)


• Discussing with City Attorney and City’s external auditor to further
  refine amount that could be collected and resources needed to
  move forward. Current estimate of $1M collectible.

 10
 Page 291 of 300
 Selling Strategic City Property
Criteria Used to Evaluate City Owned Properties
• Does the sale require subdivision?
 o No – Low Difficulty
 o Yes – Moderate to High Difficulty

• Is a rezoning required?
 o No – Low Difficulty
 o Yes – Moderate to High Difficulty

• Is a development agreement likely necessary?
 o No – Low Difficulty
 o Yes – Moderate to High Difficulty

• Does property have strategic value as something other than development?
 o Yes – Do Not Sell
 o No – Sell

• Does administrative complexity/lift outweigh revenue opportunity?
 o Yes – Do Not Sell
 o No -Sell

 11
 Page 292 of 300
 Selling Strategic City Property

• When weighed against the criteria, the City is looking at properties
  that fall under “Sell – Low Difficulty”.

• Properties evaluated are vacant or currently used for parking – they
  do not have buildings but could be repurposed to create 40 or more
  new housing units.

• If sold, would create an infusion of one-time revenue for the FY27
  budget as well as an ongoing stream of revenue through generating
  new property taxes. Much work to be done to assess opportunities
  but using $500K-$1M as working estimate.
 12
 Page 293 of 300
 Possible Early Solution

 Solution Amount
 Increase Police & Fire Property Tax $.05 $ 3M
 Reduce Government Expenses 5-10% $ 3M
 Create Voluntary Furlough Program $ 0.2M
 Utilize One-Time Revenues $ 2M
 Enhance Collections $ 1M
 Sale of City Property $ 1M
 Total $ 10.2M


As stated previously, numbers are preliminary and this is just an initial look at
 one way we could choose to structure the solution.

 13
 Page 294 of 300
 Timeline and Next Steps

• Each possible solution has its own timeline

• Police & fire tax requires voter approval and must be approved by City Council
  no later than Jan 26 to appear on Town Meeting Day ballot so is most time-
  sensitive

• Further engagement with city unions, city employees, and city councilors will
  take place in February and March ahead of Mayor's budget presentations in
  April.

• Every department’s budget will be presented in detail in April (Budget Nights)
  - one month early than recent practice – to allow more time for Council and
  public deliberations ahead of June final vote
 14
 Page 295 of 300
Questions and Discussion



 15
 Page 296 of 300
 Reclassification Request Form
 Personnel Information Questionnaire

The purpose of this form is to solicit information which will be used to determine whether a position is
appropriately classified due to a significant change in the duties, responsibilities on a permanent basis
and/or qualification requirements that are not part of the current job duties as a result of changes in
workload demands, expansion of responsibilities, reorganization, or efficiencies, etc. Human Resources
will review this reclassification request form and determine if a reclassification review is warranted. Per
policy, a review may result in a higher, lower, or the same grade.

This process follows the procedures outlined in the AFSCME Collective Bargaining Agreement and
Personnel Policy Manual is intended to ensure positions are properly classified in accordance with job
content, not individual performance.

Instructions: complete the following sections and attached any necessary documents

A complete reclassification request must include the following:

Submitter Required Items

 • Completed and signed form
Employee
 • Supporting documentation (optional, e.g., examples of changed duties)

 • Completed and signed form
Manager • Updated position description (using Track Changes in Word)
 • Supporting rationale or organizational chart (if applicable)



Submission:
All materials should be sent to Human Resources, who will review the request to determine whether a
reclassification study is warranted under the AFSCME CBA or Personnel Policy Manual.



Section 1: Current Position Information and Responsibilities

 1. Current Employee Name or Vacant:____________________________________________
 2. Department and Division:____________________________________________________
 3. Manager’s Name:___________________________________________________________
 4. Current Grade and Title:_____________________________________________________
 5. How many employees hold this role:_________________________
 6. If associated with a union, which one? _________________________________________




 Page 297 of 300
Section 2: Current Job Descriptions

List in order of importance, three or four of the major current functions or responsibilities of your job. A
couple of descriptive words or a short sentence is enough. Estimate the approximate percent of your
time spent on each of the duties you perform. Keep in mind that some jobs operate in annual cycles, so
you might wish to calculate your percentages from an annual basis (e.g., 10% of your work per year is
allocated to the preparation of the annual budget projections or snow plowing, plant maintenance,
while 20% is in budget generation and 10% in audit functions, etc.). If your job has a daily routine which
does not change significantly, calculate the percentage on a daily basis (e.g., 25% of you day involves
maintenance or administrative work, 10% filing, cleaning the shop etc.).

 Percent Frequency the task is perform Responsibility or Function (in order of
 of Time (daily, weekly, monthly, quarterly, yearly) importance)




Section 3: Changes to Duties and Responsibilities

Outline the new or changed duties that may warrant a review of the position’s classification. Include
factors such as increased complexity, new technical or supervisory responsibilities, or specialized
knowledge. In addition, identify duties and/or responsibilities that have been eliminated or reassigned.

 Percent Frequency the task is Responsibility or Function (in order Are these duties new or
 of Time perform of importance) reassigned from another
 (daily, weekly, position(s)*
 monthly, quarterly,
 yearly)




*If you answered “yes”, duties have been reassigned from another position, please identify that position
title here.




 Page 298 of 300
Has the current employee performed the above duties and responsibilities as assigned by their manager
for at least six months? Yes No



Will the above duties and responsibilities stay with the position indefinitely (i.e., even if the current
employee leaves the position?) Yes No



Describe why it is necessary to assign this work to this position (i.e., indicate why other positions cannot
perform the work):




Section 4: Service and/or Fiscal Impact

If these tasks are not performed (or are eliminated), what would be the impact on service delivery or
operations?




Section 5: Additional information to be considered. Please provide any other relevant details to
support this request:




 Page 299 of 300
Section 6: Review and Approval Signatures



__________________________________________________________________
Employee Name, Signature and Date

(An incomplete form will be returned to the individual before Human Resources can review it


__________________________________________________________________
Manager Name, Signature and Date




Section 7: HR Use Only

(To be completed by HR after initial review)

Review Step Date Reviewer Notes

Request Received

Initial Review Complete

Classification Study Required Yes No

Reclassification Determination

Effective Date (if applicable)




 Page 300 of 300

BURLINGTON BOARD OF FINANCE
 BUSHOR CONFERENCE ROOM, 149 CHURCH STREET, 1ST FLOOR
 MINUTES OF MEETING
 January 12, 2026




1. Agenda
1. Agenda
Mayor Mulvaney-Stanak convened the meeting at 5:06 pm.
Members present: Mayor Mulvaney-Stanak, City Council President Traverse, CAO Schad, Councilors Barlow
and Carpenter (all in person); Councilor Neubieser (online)
Others present: City Attorney Brown, Nic Longo, Marie Friedman, Chapin Spencer, Megan Moir, Lynn Reagan,
Phil Lewis, Kelli Perkins, Jen Zakaras, Brad Kukenberger and Kara Alnasrawi; Councilors Schachter and Singh
(both online)

Subject 1.1. Motion to adopt agenda
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 1. Agenda

Department Council and Board


Type Action
 Procedural


Recommended Action Motion to amend/adopt agenda as follows: remove from the Deliberative Agenda
 Item 4.2. Authorization to Execute Contract with Interface Studio for planBTV:
 2050 - Planning (per CAO Schad)
1.1. Motion to adopt agenda
Motion made by Councilor Barlow, seconded by Councilor Carpenter, to adopt the agenda as amended as
follows: remove from the agenda item 4.2. Motion passed unanimously.


2. Public Forum
2. Public Forum

Subject 2.1. Verbal Comments
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 2. Public Forum

Department Council and Board
Type Action
 Procedural


Recommended Action open Public Forum
 close Public Forum
2.1. Verbal Comments
Sharon Bushor: FY27 budget - 1) sale of city property option and 2) evaluate drinking water system


3. Consent Agenda
3. Consent Agenda

Subject 3.1. Motion to adopt the consent agenda and take the actions indicated
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Council and Board


Type Action (Consent)
 Procedural


Recommended Action Motion to adopt the consent agenda and take the actions indicated
3.1. Motion to adopt the consent agenda and take the actions indicated
Motion made by City Council President Traverse, seconded by Councilor Carpenter, to adopt the consent
agenda and take the actions indicated. Motion passed unanimously.


Subject 3.2. December 15, 2025 Board of Finance Meeting Minutes - DFA
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Department of Finance and Administration


Type Action (Consent)
 Information
 Minutes


Recommended Action approve the minutes
3.2. December 15, 2025 Board of Finance Meeting Minutes - DFA


Subject 3.3. The Annual Burlington Dr. Martin Luther King, Jr. Remembrance
 Sponsorship - REIB
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda
Department Racial Equity, Inclusion, & Belonging (REIB)


Type Action (Consent)


Recommended Action to approve and authorize the Director of the Racial Equity, Inclusion, and Belonging
 Office and the Chief Administrative Officer to issue a sponsorship grant in the
 amount of $5,000 to the Greater Burlington Multicultural Resource Center to
 support the Annual Burlington Fr. Martin Luther King, Jr. Remembrance event from
 the Community Celebrations GL
3.3. The Annual Burlington Dr. Martin Luther King, Jr. Remembrance Sponsorship - REIB


Subject 3.4. Mending Wall - REIB
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Racial Equity, Inclusion, & Belonging (REIB)


Type Action (Consent)


Recommended Action to approve and authorize the Director of the Racial Equity Inclusion and Belonging
 Office and the Chief Administrative Officer to issue a sponsorship grant in the
 amount of $2,950 to Armadillo Collective, Pennington Productions, and AALV to
 support the Mending Wall project from the Community Celebrations GL
3.4. Mending Wall - REIB


Subject 3.5. Request to execute a lease amendment with Hangar Condominium
 Association Inc. - Airport
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Airport


Type Action (Consent)


Recommended Action to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the lease amendment with the Hangar Condominium
 Association, subject to final review and approval by the City Attorney’s Office, and
 to take such further actions and execute such further instruments approved as to
 form by the City Attorney’s Office as may be necessary or convenient to effectuate
 the transactions contemplated hereby
3.5. Request to execute a lease amendment with Hangar Condominium Association Inc. - Airport


Subject 3.6. Request to execute a lease agreement with the General Services
 Administration (GSA) for Transportation Security Administration (TSA)
 office space - Airport
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Airport


Type Action (Consent)


Recommended Action to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the lease with General Service Administration at the Patrick
 Leahy Burlington International Airport, subject to final review and approval by the
 City Attorney’s Office, and to take such further actions and execute such further
 instruments approved as to form by the City Attorney’s Office as may be necessary
 or convenient to effectuate the transactions contemplated hereby
3.6. Request to execute a lease agreement with the General Services Administration (GSA) for
Transportation Security Administration (TSA) office space - Airport


Subject 3.7. Request to execute a ground lease with Aerodyme Corporation -
 Airport
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Airport


Type Action (Consent)


Recommended Action Updated Motion Language:
 to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the lease with Aerodyme Corporation, subject to final review
 and approval by the City Attorney’s Office, and to take such further actions and
 execute such further instruments approved as to form by the City Attorney’s Office
 as may be necessary or convenient to effectuate the transactions contemplated
 hereby

 Original Motion Language:
 to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the ground lease with Aerodyme Corporation, subject to final
 review and approval by the City Attorney’s Office, and to take such further actions
 and execute such further instruments approved as to form by the City Attorney’s
 Office as may be necessary or convenient to effectuate the transactions
 contemplated hereby
3.7. Request to execute a ground lease with Aerodyme Corporation - Airport


4. Deliberative Agenda
4. Deliberative Agenda

Subject 4.1. Request to Add Two Positions and Tier a Third Position - Airport
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Airport


Type Action


Recommended Action To approve and recommend that the City Council approve the following:
 1. The addition of one (1) Airport Operations Specialist, full time, non-exempt,
 AFSCME position, grade 16, step 1-15: $30.48/hour or $63,400 annually -
 $36.01/hour or $75,508 annually.
 2. The establishment of a Working Foreman Ambassador position, full time, non-
 exempt, AFSCME position, grade 16, step 1-15: $30.48/hour or $63,400 annually -
 $36.01/hour or $75,508 annually.
 3. The replacement of the Maintenance Worker position, full time, non-exempt,
 AFSCME position, grade 14, step 1-15 $27.00/hour or $56,166 annually -
 $32.12/hour or $66,828 annually, with the following positions: a. Maintenance
 Worker I, grade 14, step 1-15 $27.00/hour or $56,166 annually - $32.12/hour or
 $66,828 annually; and b. Maintenance Worker II, non-exempt, AFSCME grade 15,
 step 1-15 $28.65/hour or $59,593 annually - $34.10/hour or $70,939 annually.
4.1. Request to Add Two Positions and Tier a Third Position - Airport
Motion made by City Council President Traverse, seconded by Councilor Barlow, to approve the motion as
presented. Motion passed unanimously.


Subject 4.2. Authorization to Execute Contract with Interface Studio for planBTV:
 2050 - Planning **AGENDA ITEM REMOVED**
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Planning


Type Action


Recommended Action 1. Approve and recommend that the City Council approve the expenditure of up to
 $340,000.00 ($325,755.00 + 4.2% contingency) from the sources identified
 above; and
 2. Authorize, and recommend that the City Council authorize, the Planning Director
 to execute the contract with Interface Studio for planBTV: 2050, subject to the
 review and approval of the City Attorney
4.2. Authorization to Execute Contract with Interface Studio for planBTV: 2050 - Planning **AGENDA ITEM
REMOVED**


Subject 4.3. 2026 Drinking Water System Strategic Capital Planning Efforts and
 Associated DWSRF - Step I Loans - DPW/Water Resources
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda
Department Public Works Department - Water Resources


Type Action


Recommended Action 1. “To approve and recommend that the City Council waive the reading and adopt
 the attached resolution authorizing a Step I loan up to $650,000 from the Vermont
 Drinking Water State Revolving Fund for the Water Treatment Facility
 Improvements Plan – Phase I as more specifically set forth in the attached
 resolution.”
 2. “To approve and recommend that the City Council waive the reading and adopt
 the attached resolution authorizing a Step I loan up to $544,000 from the Vermont
 Drinking Water State Revolving Fund for the Water Distribution and Storage
 System Improvements Plan as more specifically set forth in the attached
 resolution.”
4.3. 2026 Drinking Water System Strategic Capital Planning Efforts and Associated DWSRF - Step I Loans -
DPW/Water Resources
Motion made by Councilor Carpenter, seconded by City Council President Traverse, to approve the motion as
presented. Motion passed unanimously.


Subject 4.4. Unassigned Fund Balance Request for Turning Point Center FY25
 Annual Payment - Mayor's Office
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Mayor's Office


Type Action


Recommended Action to approve and recommend that the City Council authorize the adjustment to the
 FY26 budget and a payment to the Turning Point Center of Chittenden County in
 the amount of $17,450 out of the Unassigned Fund Balance
4.4. Unassigned Fund Balance Request for Turning Point Center FY25 Annual Payment - Mayor's Office
Motion made by City Council President Traverse, seconded by Councilor Barlow, to approve the motion as
presented. Motion passed unanimously.


5. FY27 Budget - Mayor and CAO
5. FY27 Budget - Mayor and CAO

Subject 5.1. FY27 Budget - Mayor and CAO
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor
Category 5. FY27 Budget - Mayor and CAO
Department Mayor's Office


Type Discussion
 Information
 Presentation
5.1. FY27 Budget - Mayor and CAO
Mayor Mulvaney-Stanak and CAO Schad spoke to this agenda item.


6. Reclassifications - HR
6. Reclassifications - HR

Subject 6.1. Reclassifications - HR
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor
Category 6. Reclassifications - HR
Department Human Resources


Type Discussion
 Information


6.1. Reclassifications - HR
Motion made by City Council President Traverse, seconded by Councilor Barlow, to postpone this agenda item
to the January 20th Board of Finance Meeting. Motion passed unanimously.


7. Adjournment
7. Adjournment

Subject 7.1. Motion to adjourn
Meeting January 12, 2026 - Board of Finance Meeting - Monday, January 12, 2026, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 7. Adjournment

Department Council and Board


Type Action
 Procedural


Recommended Action Motion to adjourn
7.1. Motion to adjourn
Mayor Mulvaney-Stanak adjourned the meeting at 6:12 pm.