City Council - Board of Finance — Burlington, VT
Date: 2025-10-21
Time: 17:00

Board of Finance

Tuesday, October 21, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st
 Floor

Join from PC, Mac, iPad, or Android:
https://zoom.us/j/98821341468
Phone one-tap:
+13052241968, 98821341468# US
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Webinar ID: 988 2134 1468
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1. Agenda
  Subject 1.1. Motion to adopt agenda
  Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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 adopt agenda

2. Public Forum
  Subject 2.1. Verbal Comments
  Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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 October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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. October 6, 2025 Board of Finance Meeting Minutes - DFA
 Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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. Church Street Marketplace - 62 Church Street Storefront - Authorization to
 Award Lease
 Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Church St. Marketplace


 Type Action (Consent)


 Recommended Action to approve and recommend that the City Council authorize the Mayor to execute a
 three-year lease with Olive & Ollie LLC for retail operations in the 62 Church Street
 property, subject to final review and approval by the City Attorney’s Office

 Subject 3.4. EV Site License Agreement - Electric
 Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda
  Department Burlington Electric Department


  Type Action (Consent)


  Recommended Action to approve and recommend approval to the City Council that the General Manager or
 their delegee may execute with one or more sites the generic EV site license agreement
 presented, with any specific site terms added as necessary and with review by the City
 Attorney’s Office

  Subject 3.5. Purchase of BFD Ambulance - Fire
  Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 3. Consent Agenda

  Department Fire Department


  Type Action (Consent)


  Recommended Action move to approve and recommend that the Board of Finance authorize the Chief
 Administrative Officer, or her designee, to effectuate necessary budget amendments
 and the transfer of funds in the amount of $415,206 from the FY26 Unassigned Fund
 Balance to allow the Burlington Fire Department to complete the purchase of one (1)
 replacement ambulance

4. Deliberative Agenda
  Subject 4.1. Memorandum of Understanding (MoU) between the Friends of the Fletcher
 Free Library (Friends) and the Fletcher Free Library—City of Burlington -
 Library
  Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Fletcher Free Library


  Type Action


  Recommended Action to approve and recommend that the City Council authorize the Director of the Fletcher
 Free Library to execute a Capital Campaign Memorandum of Understanding with the
 Friends of the Fletcher Free Library subject to review and approval of the City’s Attorney

  Subject 4.2. Request to execute a ground lease agreement with Beta Technologies -
 Airport
  Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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 authorize the Mayor of the City of
 Burlington to execute the lease with Beta Technologies 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 4.3. Authorization For Public Improvement Bonds For School District Capital
 Improvements - March 7, 2017 Voter Authorization - DFA
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Department of Finance and Administration


Type Action
 Resolution


Recommended Action to recommend that the City Council approve the attached resolution

Subject 4.4. Authorization For School District Capital Improvement Bonds For
 Burlington High School -- November 8, 2022 Voter Authorization - DFA
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Department of Finance and Administration


Type Action
 Resolution


Recommended Action to recommend that the City Council approve the attached resolution

Subject 4.5. Town Meeting TV FY25 Update and FY26/Municipality's FY27 Budget
 Request
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor
Category 4. Deliberative Agenda
Department Department of Finance and Administration


Type Information


Subject 4.6. Proposed Changes to BED Miscellaneous Service Fees - Electric
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Burlington Electric Department


Type Action
 Recommended Action to approve and recommend the City Council authorize the General Manager of the
 Burlington Electric Department or their designee to file tariff amendments and
 supporting documents with the Vermont Public Utility Commission requesting changes in
 Burlington Electric Department’s Miscellaneous Service Fees as proposed

5. Adjournment
 Subject 5.1. Motion to adjourn
 Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 5. Adjournment

 Department Council and Board


 Type Action
 Procedural


 Recommended Action Motion to adjourn

Board of Finance

Tuesday, October 21, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st
 Floor

Join from PC, Mac, iPad, or Android:
https://zoom.us/j/98821341468
Phone one-tap:
+13052241968, 98821341468# US
Join via audio:
Webinar ID: 988 2134 1468
International numbers available: https://zoom.us/u/ac3BoXSvPp

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




1. Agenda
  Subject 1.1. Motion to adopt agenda
  Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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 adopt agenda

2. Public Forum
  Subject 2.1. Verbal Comments
  Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 2. Public Forum

  Department Council and Board




 Page 1 of 165
 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 October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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. October 6, 2025 Board of Finance Meeting Minutes - DFA
 Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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. Church Street Marketplace - 62 Church Street Storefront - Authorization to
 Award Lease
 Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Church St. Marketplace


 Type Action (Consent)


 Recommended Action to approve and recommend that the City Council authorize the Mayor to execute a
 three-year lease with Olive & Ollie LLC for retail operations in the 62 Church Street
 property, subject to final review and approval by the City Attorney’s Office

 Subject 3.4. EV Site License Agreement - Electric
 Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda


 Page 2 of 165
  Department Burlington Electric Department


  Type Action (Consent)


  Recommended Action to approve and recommend approval to the City Council that the General Manager or
 their delegee may execute with one or more sites the generic EV site license agreement
 presented, with any specific site terms added as necessary and with review by the City
 Attorney’s Office

  Subject 3.5. Purchase of BFD Ambulance - Fire
  Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 3. Consent Agenda

  Department Fire Department


  Type Action (Consent)


  Recommended Action move to approve and recommend that the Board of Finance authorize the Chief
 Administrative Officer, or her designee, to effectuate necessary budget amendments
 and the transfer of funds in the amount of $415,206 from the FY26 Unassigned Fund
 Balance to allow the Burlington Fire Department to complete the purchase of one (1)
 replacement ambulance

4. Deliberative Agenda
  Subject 4.1. Memorandum of Understanding (MoU) between the Friends of the Fletcher
 Free Library (Friends) and the Fletcher Free Library—City of Burlington -
 Library
  Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Fletcher Free Library


  Type Action


  Recommended Action to approve and recommend that the City Council authorize the Director of the Fletcher
 Free Library to execute a Capital Campaign Memorandum of Understanding with the
 Friends of the Fletcher Free Library subject to review and approval of the City’s Attorney

  Subject 4.2. Request to execute a ground lease agreement with Beta Technologies -
 Airport
  Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Airport


  Type Action




 Page 3 of 165
Recommended Action to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the lease with Beta Technologies 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 4.3. Authorization For Public Improvement Bonds For School District Capital
 Improvements - March 7, 2017 Voter Authorization - DFA
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Department of Finance and Administration


Type Action
 Resolution


Recommended Action to recommend that the City Council approve the attached resolution

Subject 4.4. Authorization For School District Capital Improvement Bonds For
 Burlington High School -- November 8, 2022 Voter Authorization - DFA
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Department of Finance and Administration


Type Action
 Resolution


Recommended Action to recommend that the City Council approve the attached resolution

Subject 4.5. Town Meeting TV FY25 Update and FY26/Municipality's FY27 Budget
 Request
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor
Category 4. Deliberative Agenda
Department Department of Finance and Administration


Type Information


Subject 4.6. Proposed Changes to BED Miscellaneous Service Fees - Electric
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Burlington Electric Department


Type Action




 Page 4 of 165
 Recommended Action to approve and recommend the City Council authorize the General Manager of the
 Burlington Electric Department or their designee to file tariff amendments and
 supporting documents with the Vermont Public Utility Commission requesting changes in
 Burlington Electric Department’s Miscellaneous Service Fees as proposed

5. Adjournment
 Subject 5.1. Motion to adjourn
 Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


 Category 5. Adjournment

 Department Council and Board


 Type Action
 Procedural


 Recommended Action Motion to adjourn




 Page 5 of 165
Page 6 of 165
Page 7 of 165
Page 8 of 165
Page 9 of 165
Page 10 of 165
MEMORANDUM

To: Board of Finance and City Council

From: Samantha McGinnis, Director, Church Street Marketplace
Date: October 10, 2025
Re: Church Street Marketplace – 62 Church Street Storefront - Authorization to Award Lease



REQUEST

The Church Street Marketplace seeks Board of Finance recommendation to enter into a three-year lease agreement,
November 1, 2025 through October 31, 2028, with Olive & Ollie LLC for retail vending operations within the City-owned
building located at 62 Church Street.

BACKGROUND AND LESSEE SELECTION
The 62 Church Street property is a 520 square foot building located on the third block of the Church Street Marketplace,
between Cherry and Bank Streets, at the entrance to Leahy Way. The property was built in 1982 and operated as a florist
shop until 2009. Most recently, it was occupied by a clothing retailer Whim Boutique, who exited their lease in August
2025.

In July 2025, the Church Street Marketplace issued a request for proposals (RFP) for entrepreneurs to lease and operate
their business out of the 62 Church Street property. In addition to posting on the City RFP webpage, the RFP was also
sent to the merchants on the Marketplace. The RFP included a detailed scope of work requesting consistent year-round
operations, affordable and varied offerings, and maintaining the physical aspects of the property. There were no
responses to this initial RFP so it was reposted in August 2025.

Two proposals were received from the August RFP posting. A panel of department staff and Church Street Marketplace
Commissioners were convened to review the proposals and grade them on four criteria outlined in the RFP. Olive & Ollie
LLC's proposal, for a children's clothing store, scored the highest and was brought forward to the Church Street
Marketplace Commission. In September 2025, the Marketplace Commission unanimously approved the awarding of a
three-year lease for 62 Church Street to Olive & Ollie LLC .

REVENUE

Lease of the 62 Church Street Property, will generate revenue for the Church Street Marketplace Department. Olive &
Ollie LLC has agreed to pay a rental fee of $20,800 per year. In addition, Olive & Ollie LLC is responsible for the Church
Street common area fee of $3.02 per square foot and property tax. The lease includes an option to extend for one
additional two-year term. Minimum annual revenue is laid out below:




 Page 11 of 165
 Annual Rent Common Area Fee Total

 Year

 1 $20,800 $1,595.38 $22,395.38

 2 $20,800 $1,595.38 $22,395.38

 3 $20,800 $1,595.38 $22,395.38




ATTACHMENTS

 1. Draft Lease Agreement



MOTIONS

The Church Street Marketplace respectfully requests that the Board of Finance approve the following motion:

Motion:

To approve and recommend that the City Council authorize the Mayor to execute a three-year lease with Olive & Ollie
LLC for retail operations in the 62 Church Street property, subject to final review and approval by the City Attorney’s
Office.



The Church Street Marketplace respectfully requests that the City Council approve the following motion:

City Council:

To authorize the Mayor to execute a three-year lease with Olive & Ollie LLC for retail operations in the 62 Church Street
property, subject to final review and approval by the City Attorney’s Office.




 Page 12 of 165
 CITY OF BURLINGTON
 DRAFT LEASE AGREEMENT
 WITH
 OLIVE & OLLIE LLC
This Lease Agreement (“Lease”) is entered into by and between the City of Burlington, acting by
and through the Church Street Marketplace Department (“City”), and Lessee, Olive & Ollie LLC,
d/b/a Olive &Ollie (“Lessee”), a Vermont corporation authorized to do business in the State of
Vermont with a principal place of business at 66 Farm Way, South Burlington, VT 05403. The
City and Lessee agree to the terms and conditions of this Lease.


1. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
  This Lease shall not be valid or enforceable until the Effective Date. The City shall not be
  bound by any provision of this Lease before the Effective Date and unless otherwise agreed to
  in writing, shall have no obligations for performance or expenses incurred before the Effect ive
  Date or after the expiration or termination of this Lease.


2. RECITALS


  A. Authority. Authority to enter into this Lease 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
 Lease.


  C. Purpose. The City owns and operates a building located at 62 Church Street in Burlington,
 Vermont. The City and Lessee wish to enter into an agreement leasing certain portions of
 the Marketplace’s premises to Lessee to further and carry out the purposes of the operation
 of the retail, food or service. This Lease establishes the conditions and terms of Lessee’s
 use of the Leased Premises.


  D. References. All references in this Lease to sections (whether spelled out or using the §
 symbol), subsections, exhibits, or other attachments, are references to sections subsections,
 exhibits, or other attachments contained herein or incorporated as part of this Lease, unless
 otherwise noted.


3. DEFINITIONS




 Page 13 of 165
  A. “Leased Premises” means the City-owned building and ground space known and
 numbered as 62 Church Street in Burlington, Vermont, which consists of approximately
 520 square feet of building space. A description and map of the Leased Premises are
 included as Attachment A.


  B. “Effective Date” means the date on which this Lease is approved and signed by the City,
 as shown on the signature page of this Lease.


  C. “Hazardous Substance” means and includes, 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 offspring, 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”).


  D. “Lease” means this Lease Agreement, its terms and conditions, attachments, and documents
 incorporated by reference under the terms of this Lease.


  E. “Party” means the City or Lessee and “Parties” means the City and Lessee.


  F. “Termination Event” means any event described in Section 16.B.i. (Termination by the
 City – Breach)


4. TERM AND RENEWAL TERM(S)


  A. Initial Term. This Lease and the Parties’ respective performance shall commence on the
 Effective Date and expire on October 31, 2028.

  B. Renewal Term. Provided the Lessee is not in default on any terms or conditions, they shall




 Page 14 of 165
 have the option to extend the Lease for one additional two-year term, subject to all terms
 and conditions of this Lease.


5. LEASE—USES AND PURPOSES
  The City hereby leases to Lessee for its exclusive use the right to access and occupy the Leased
  Premises, subject to the terms of this Lease and the following conditions:


  A. Use. Unless otherwise approved in writing by the City, Lessee shall use and occupy the
 Leased Premises for its food or retail service operations.


  B. Upkeep and Utilities. Lessee shall furnish to the Leased Premises and pay all charges for
 telephone service, sewage service, stormwater, trash and/or hazardous waste removal,
 janitorial service, water, electric power, heat, gas, air conditioning and other utilities of
 every kind.


  C. Condition. Lessee shall keep and maintain all parts of the Leased Premises—including
 related and associated appurtenances—in good condition, order and repair during the term
 of this Lease. Such actions include but are not limited to: painting, lighting, removal of
 ground side snow and garbage, landscaping, replacement of broken glass with glass the
 same size and quality of that broken, and utility services.


  D. Sublease. Lessee shall not sublease any portion of the Leased Premises without the express
 prior written approval of the City


  E. Compliance with Law. Lessee shall 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 Leased Premises, including, but not limited to, ordinances, rules
 and regulations promulgated from time to time by or at the direction of the City for the
 administration of the Church Street Marketplace. Further, Lessee shall—at its own
 expense—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 Leased Premises, including, but not limited to, any Environmental
 Board or Board of Health.


  F. ADA. Lessee shall—at its own expense—comply with the standards for accessible design
 known as the Americans with Disabilities Act (“ADA”) Accessibility Guidelines in
 connection with any new construction or alteration of the Leased Premises. Lessee shall
 bear the burden of this obligation regardless of whether any such Agency or Board shall




 Page 15 of 165
 require that the City be the applicant of record.


  G. Waste and Nuisance. Lessee shall not make any actionable waste or nuisance upon the
 Leased 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 Church Street Marketplace. Lessee shall properly handle, remove, and dispose of any
 and all lubricants and/or hazardous waste and maintain the Leased Premises in a clean and
 safe condition.


  H. Improvements. Should Lessee desire to make infrastructure and Lessee-specific
 modifications or improvements to the Leased Premises, Lessee shall obtain advanced
 written approval by the City. Lessee shall be solely responsible for all costs associated
 with improvements without reimbursement or further consideration from the City. All
 approved additions or improvements must comply with the standards for accessible design
 known as the Americans with Disabilities Act Accessibility Guidelines and shall, on
 expiration or termination of this Lease, belong to the City without compensation to Lessee.


  I. Supervision. Lessee shall ensure that the 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, and Lessee shall identify its representative,
 and any successor, in writing to the City.


6. MAINTENANCE AND CONDITIONS OF USE OF PREMISES
  A. LESSEE shall maintain the PROPERTY in a manner which, in the sole discretion of the
 CITY, befits the appearance of the Church Street Marketplace. LESSEE is responsible for the
 maintenance of the inside and exterior of the PROPERTY; the CITY is responsible for
 maintenance at ground level around the PROPERTY.

  B. If failure to perform maintenance in the manner deemed appropriate by the CITY shall
 continue for thirty (30) days after written notice thereof, the CITY may contract with others
 for maintenance of the PROPERTY. In such event, LESSEE shall be responsible for all such
 costs.

  C. LESSEE shall repair any damage to the PROPERTY

  D. caused by or arising from operation of its business. If LESSEE fails to make such
 repairs or replacements promptly, the CITY may, at its option, make such repairs or
 replacements, and LESSEE shall repay the cost(s) thereof. In case of damage by
 fire or other elements, or other causes beyond the control of LESSEE, such as to
 make the PROPERTY untenable or substantially unfit for use by LESSEE, if the
 cost of repair or reconstruction exceeds the extent of insurance proceeds, then
 LESSEE may terminate this Lease Agreement upon reasonable notice to the CITY. The
 CITY shall not be liable to LESSEE for losses due to theft, burglary, or other casualty,
 or for damages done by persons on the PROPERTY.




 Page 16 of 165
  E. LESSEE shall be responsible for cleaning the PROPERTY including but not limited to
 window washing. Window washing shall occur bi- weekly.

  F. LESSEE shall be responsible for all graffiti removal on the exterior of the PROPERTY.

  G. LESSEE shall be responsible for all trash removal and will not use Church Street
 Marketplace litter receptacles for disposal.

  H. LESSEE shall recycle all appropriate materials.

  I. LESSEE will, within its control, maintain a barrier-free walkway 9 ft. or more in width along
 the northern and western portions of the PORPERTY at all times; i.e. no inventory, stock,
 supplies, or signs, etc. will be allowed in such walkway.

  J. LESSEE at all times shall operate the business in an orderly manner. LESSEE shall not, with
 intent to cause public inconvenience or annoyance, engage in fighting or in violent,
 tumultuous behavior, make unreasonable noise, use abusive or obscene language, make an
 obscene gesture, obstruct vehicular or pedestrian traffic, or engage in any conduct which is
 proscribed by Chapter 19 of Title 13 of Vermont Statutes Annotated.


7. RENT
  Lessee shall, in accordance with the provisions of this section, pay the City rent and other
  amounts due hereunder in the amounts and using the methods set forth below:
  A. Leased Space Rent. Lessee shall pay the City rent for access and use of the Leased
 Premises at a rate of $1,733.33 per month ($20,800/annually), which represents
 approximately $40 per square foot per month for the 520 square feet of first floor rental
 space at 62 Church Street.


  B. Time for Payment. Lessee shall make the rental payment due under this §6 on or before
 the first day of each calendar month during the term of this Lease. Payment shall be made
 to:
 Community and Economic Development Office, c/o Samantha McGinnis, 149 Church
 Street, 3rd Floor, Burlington, Vermont 05401.


  C. Electronic Payment. The City shall have the right, on not less than thirty (30) days prior
 written notice to Lessee (the “Electronic Payment Notice”), to require Lessee to make
 subsequent payments of monthly rent, any additional back rent, and other monies due
 pursuant to the terms of this Lease 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 Electronic 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 institution. The City shall
 have the right, after at least ten (10) days prior written notice to Lessee, to change the name




 Page 17 of 165
 of the depository for receipt of any Electronic Payment and to discontinue payment of any
 sum by Electronic Payment


  D. Late Payment. Any required payment which has not been paid when due shall incur
 interest at the rate of 1.5% per month, in addition to a 5% penalty. Any amounts owed with
 penalty thereon for a period in excess of one year shall be increased by an additional
 eighteen (18%) applied annually to the total amount owed.


8. CITY OBLIGATIONS


  A. Access. The City shall ensure reasonable ingress and egress to and from the Leased
 Premises.

  B. Snow Removal. The City shall provide for snow removal from access roads.

9. ENTRY OF LEASED PREMISES


  The City and its authorized officers, employees, agents, contractors, sub-contractors and other
  representatives shall have the right to enter upon the Leased Premises for the following
  purposes:


  A. Inspection. To inspect the Leased 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 Lease. Lessee shall provide the Director
 of the Church Street Marketplace with serviceable keys to the Property in order to permit
 the exercise of the City’s rights hereunder; or


  B. Facilities. 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 Leased 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 City provided,
 however, that said work shall in no event disrupt or unduly interfere with the 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. Lessee is and shall be in exclusive possession
 of the Leased Premises and the City shall not, in any event, be liable for any damage to the
 premises or any property of Lessee or any other persons located in or thereupon, other than
 to repair or remedy such damage as may be occasioned by negligence of the City, its
 employees or agents.




 Page 18 of 165
10. TAXES AND ASSESSMENTS


  A. Direct Tax. Lessee shall pay directly to the taxing authority any and all personal property
 inventory taxes or assessments which may be assessed against the Leased Premises and its
 contents during the term hereof or any renewal term.
 Lessee shall be responsible for paying all applicable property taxes for the Property during
 the term of this Lease Agreement. For the entire term of this lease agreement, all the
 appropriate fiscal year property taxes for the Property, as listed on the Property Tax
 Payment Schedule set by the City Council and located at 149 Church Street, shall be paid
 by Lessee to the CITY when a bill for said taxes is presented.


  B. Common Area Fees
 Lessee shall be responsible for paying all applicable common area fees to the City. The
 computation for common area fees shall include all elements applied by the Church Street
 Marketplace Commission in the setting of Common Area fees for Marketplace properties
 on Church Street. For the term of this Lease Agreement the appropriate fiscal year common
 area fee for the Lease Premises that is set forth on the common area fee payment schedule
 set by the City Charter shall be due and payable by Lessee the CITY.


  C. Common Area Fee Formula Negotiation
 In the event that the formula used to determine the common area fees for Church Street
 property owners for any fiscal year during the term of this Lease Agreement is changed
 such that a simple mathematical calculation of the amounts due CITY from Lessee for the
 rights granted hereby cannot be made, the parties agree to negotiate the amounts owed
 CITY for such year or years which amount(s) shall not be less than the amount(s) paid for
 the preceding fiscal year.


11. INSURANCE
  Lessee shall provide a certificate of insurance including relevant endorsements in accordance
  with Attachment B hereto.


12. INDEMNIFICATION & LIABILITY


  A. Indemnification. Lessee shall indemnify, defend, and hold harmless the City, its officers,
 agents and employees, including the City of Burlington Church Street Marketplace
 Commission their successors and assigns, individually or collectively, from and against all
 liability and any claims, suits, expenses, losses, judgments, proceedings, damages,
 expenses, demands, suits, costs (including costs of defense, reasonable attorney fees, and
 reasonable professional fees incurred in defense or incurred in enforcement of this




 Page 19 of 165
 indemnity), and causes of action, including but not limited to, claims arising out of or in
 connection to the following:



 1. This Lease;



 2. The Leased Premises;



 3. Actions on the Leased Premises;



 4. Lessee’s possession, use, occupation, or control of the Leased Premises;



 5. Actions or omissions of the Lessee, its agents, employees, licensees, visitors, or
 contractors;



 6. Breach or default of this Lease by Lessee, its agents, employees, licensees, or
 contractors.



 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 which, in any way, directly or
 indirectly, contingently or otherwise, affects or may affect the City, the Leased Premises,
 or the Church Street Marketplace


 Lessee shall reimburse the City for costs associated with violations issued by state and
 federal regulatory authorities resulting from Lessee’s misconduct, incompetence, or
 negligence as determined by the City.


B. Liability. The City shall not be liable to the Lessee, any assignees claiming by, through,
 or under Lessee, any subtenants claiming, by, through, or under Lessee, and any of their
 respective agents, contractors, employees, and invitees, for any injury to or death of any
 person or persons or the damage to or theft, destruction, loss, or loss of use of any property
 or inconvenience (collectively and individually a “loss”) caused by casualty, theft, fire,
 third parties, repair, or failure to repair, or alteration of any part of this building, or any




 Page 20 of 165
 other cause, unless due to the negligence or willful misconduct of any indemnified party,
 in whole or in part.


13. HAZARDOUS WASTES


  A. Disposal. Lessee shall properly handle, remove, and dispose of any and all lubricants,
 grease, and/or hazardous waste and shall maintain the Leased Premises in a clean and safe
 condition.


  B. Hold Harmless. Without any limitation to Lessee’s indemnification and defense
 obligations hereunder, Lessee shall indemnify, defend, and hold harmless the City, its
 officers, and employees from and against all loss, cost and expense (including, without
 limitation, attorney fees) of whatever nature suffered or incurred by the City on account of
 the existence, release, or discharge of Hazardous Substances on or from the Leased
 Premises 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 the City or the Leased 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 Leased Premises under the Comprehensive
 Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. Section 9601,
 et seq., 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
 the City in enforcing or seeking enforcement of the liability of Lessee under this
 indemnification.


14. WARRANTIES AND REPRESENTATIONS


  A. Regarding the Leased Premises. The City represents that it is the owner of the Leased
 Premises or the authorized representative or agent of said owner. During the terms of this
 Lease, the City represents and warrants that the Lessee may have, hold, and enjoy peaceful
 and uninterrupted possession of the Leased Premises and rights herein leased and granted,
 subject to performance by Lessee of its obligations herein.


  B. Regarding Legal Authority. Lessee warrants that it possesses the legal authority to enter
 into this Lease and that it has taken all actions required by its procedures, by-laws, and/or
 applicable laws to exercise that authority, and to lawfully authorize its undersigned
 signatory to execute this Lease and to bind Lessee to its terms. The person signing and
 executing this Lease on behalf of Lessee hereby represents, warrants, and guarantees that
 they have full authorization to do so. If requested by the City, Lessee shall provide the City




 Page 21 of 165
 with proof of Lessee’s authority to enter into this Lease within 15 days of receiving such a
 request.


1. CASUALTY


 2. 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 untenantable or unfit for the Lessee’s purposes.
 If so elected, the terminating Party shall give the other Party written notice to the City 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 Lease, 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 purposes set forth in this Lease.


3. TITLE TO IMPROVEMENTS


 Upon the expiration or termination of this Lease, all permanently fixed improvements made
 upon the Leased Premises by Lessee shall become a part of the realty and remain on the Leased
 Premises as the property of the City. Lessee shall not be entitled to compensation of any kind
 for such improvements, nor shall the City be required to provide Lessee with any consideration
 of any kind for such improvements.


4. TERMINATION


 In addition to the termination rights granted in other sections of this Lease, the Parties may
 terminate this Lease in accordance with this §16.


 A. Breach. The failure of either Party to perform any of its material obligations hereunder in
 whole or in part or in a timely or satisfactory manner constitutes a breach.




 Page 22 of 165
B. Termination by the City.


 (i) Breach. The City may terminate this Lease, if Lessee fails to perform any of its material
 obligations hereunder in whole or in part or in a timely or satisfactory manner,
 including, but not limited to, the following conditions:


 a. Past Due. If Lessee fails to pay required rental charges or money payments
 more than thirty (30) days after a due date.


 b. Abandonment. If Lessee or any approved sub-lessee voluntarily abandons or
 discontinues the conduct and operation of its service at the Kiosk for a
 continuous period of sixty (60) days.


 c. Bankruptcy. The institution of proceedings under any bankruptcy, insolvency,
 reorganization or similar law, by or against Lessee, or the appointment of a
 receiver or similar officer for Lessee or any of its property, which is not vacated
 or fully stayed within twenty (20) days after the institution or occurrence thereof,
 shall constitute a breach.


 d. Public safety. If terminating the lease is reasonably necessary to preserve
 public safety or to prevent an immediate public crisis.


 (ii) Notice and Cure Period. In the event of a breach, notice of such shall be given in
 writing by the aggrieved Party to the other Party. If such breach is not cured within 30
 days of receipt of written notice, or if a cure cannot be completed within thirty (30)
 days, or if a cure of the breach has not begun within 30 days and pursued with due
 diligence, the non-breaching Party may terminate this Lease by sending a notice of
 termination, which shall be effective thirty (30) days after the notice of termination is
 sent. Notwithstanding anything to the contrary herein, the City, in its sole discretion,
 need not provide advance notice or a cure period and may immediately terminate this
 Lease in whole or in part if reasonably necessary to preserve public safety or to prevent
 an immediate public crisis.


 (iii)Repeated Breaches. If the same Termination Event has occurred on four separate
 occasions during any rolling 12-month period (having been duly remedied or waived
 on each occasion), a cure period for remedying the next occurrence of such
 Termination Event occurring within the relevant 12-month rolling period will only be
 available if City so permits in its sole discretion.




 Page 23 of 165
 (iv) 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.


  C. Termination by Lessee. Lessee may terminate this Lease upon thirty (30) days’ advance
 written notice to the City under the following conditions:


 (i) 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 or preventing or restraining the use of the Kiosk for usual Church
 Street Marketplace 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 Kiosk which
 remains in force, unvacated or unstayed for a period of at least sixty (60) days.


  D. Damage to Improvements. Either Party may terminate this Lease upon providing thirty
 (30) days’ written notice to the other Party if the fixed improvements upon the Leased
 Premises are so totally destroyed or so extensively damaged that it would be impracticable
 or uneconomical to restore the same to their previous condition.


15. CONDITION ON TERMINATION


  At the termination or expiration of this Lease, Lessee shall surrender and deliver the Leased
  Premises in as substantially good order and condition as exists at the inception hereof;
  excepting, however, loss by fire, inevitable accident, act of God, and ordinary wear and tear.


16. 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 upon the Leased 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 the Leased Premises. This shall be doneby or at the direction of Lessee
  within a reasonable time not to exceed six (6) months from the completion of any such
  construction.




17. HOLDING OVER




 Page 24 of 165
  In the event Lessee shall hold over and remain in possession of the Leased Premises after
  cancellation or termination of this Lease, such holding over shall not be deemed to operate as
  a renewal or extension of this Lease, but rather shall only create a tenancy from month-to-
  month which the City may terminate at any time upon thirty (30) days’ advance written notice.


  18. FORCE MAJEURE


  Neither Party shall be deemed to have breached this Lease if it is prevented from performing
  any of its obligations hereunder by reason of acts of God, acts of the public enemy, acts of
  superior governmental authority, 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 Lease 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 the Party deems acceptable. The suspension of any obligations under this section
  shall not cause the term of this Lease to be extended and shall not affect any rights accrued
  under this Lease prior to the occurrence of the force majeure. The Party giving notice of the
  force majeure shall also give notice of its cessation.


19. PUBLIC EMERGENCIES
  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. A 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 the Lease pursuant to Section 17 (Termination). 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.


20. DISPUTE RESOLUTION


  The Parties shall make their designation representative available to meet within a reasonable
  time to discuss issues relating to the Lease or the Leased Premises. Each Party shall take such
  actions as reasonably necessary to address any issues within a reasonable time.




 Page 25 of 165
 Either Party may enforce this Lease and/or seek appropriate remedies in Chittenden Superior
 Court under the laws of the State of Vermont.


21. NOTICES AND REPRESENTATIVES


 Each individual identified below is the principal representative of the designating Party. All
 notices required to be given hereunder shall be hand delivered with receipt required or sent by
 certified or registered mail to such Party’s principal representative at the address set forth
 below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail
 to the e-mail addresses, if any, set forth below. Either Party may from time to time designate
 by written notice substitute addresses or persons to whom such notices shall be sent. Unless
 otherwise provided herein, all notices shall be effective upon receipt.


For the City: Community & Economic Development Office

 c/o Samantha McGinnis
 149 Church Street, 3rd Floor
 Burlington, VT 05401
 802.735.5572
 Smcginnis@burlingtonvt.gov


For Lessee:


22. GENERAL CIVIL RIGHTS PROVISIONS

 Lessee agrees to comply with pertinent statutes, Executive Orders and such rules as are
 promulgated to ensure that no person shall, on the grounds of race, creed, color, national
 origin, sex, age, or disability be excluded from participating in any activity conducted with
 or benefiting from Federal assistance. If the Lessee transfers its obligation to another, the
 transferee is obligated in the same manner as the Lessee.


 This provision obligates the Lessee for the period during which the property is owned, used,
 or possessed by the Lessee. This provision is in addition to that required by Title VI of the
 Civil Rights Act of 1964.


 COMPLIANCE WITH NONDISCRIMINATION REQUIREMENTS




 Page 26 of 165
  During the performance of this Lease, the Lessee, for itself, its assignees, and successors in
  interest, agrees as follows:

 (ii) Compliance with Regulations: The 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 contract.

 (iii)Nondiscrimination: The Lessee, with regard to the work performed by it during the
 contract, will not discriminate on the grounds of race, color, or national origin in the
 selection and retention of subcontractors, including procurements of materials and
 leases of equipment. The 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.

 (iv) Solicitations for Subcontracts, including Procurements of Materials and
 Equipment: In all solicitations, either by competitive bidding or negotiation made by
 the Lessee for work to be performed under a subcontract, including procurements of
 materials, or leases of equipment, each potential subcontractor or supplier will be
 notified by the Lessee of the contractor’s obligations under this contract and the
 Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

(v) FEDERAL CIVIL RIGHTS PROVISION

  (vi) No person on the grounds of race, color, or national origin shall be excluded from
  participation in, denied the benefits of, or be otherwise subjected to discrimination in the use
  of property and facilities made available or leased to Lessee; the construct ion of any
  improvements on, over, or under said property and facilities; or the furnishing of services
  thereon. Lessee shall comply with the Nondiscrimination Acts and Authorities as set out below
  and as they may be amended from time to time.

  A. The Lessee shall maintain and operate such facilities and services in compliance with all
  requirements imposed by the Nondiscrimination Acts and Authorities such that no person on
  the grounds of race, color, or national origin, shall be excluded from participation in, denied
  the benefits of, or be otherwise subjected to discrimination in the use of said facilities.


  B. 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 subcontractor or supplier shall be notified by Lessee of Lessee’s
  obligations under this Agreement and the Nondiscrimination Acts and Authorities.


  C. In the event of breach of any of the above non-discrimination covenants, the City shall
  have the right to terminate the Agreement and re-enter and repossess the underlying property
  and facilities and hold the same as if the Agreement had never been made or issued.




 Page 27 of 165
D. During the performance of this Lease, Lessee, for itself, its assignees, and successors in
interest (hereinafter referred to as the “Lessee”) agrees to comply with the following non-
discrimination statutes and authorities; including but not limited to:


C. Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
 discrimination on the basis of race, color, national origin);

D. 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);

E. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,
 (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has
 been acquired because of Federal or Federal-aid programs and projects);

F. Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits
 discrimination on the basis of disability); and 49 CFR part 27;

G. The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits
 discrimination on the basis of age);

H. 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);

I. 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 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation
 regulations at 49 CFR parts 37 and 38;


J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
 Populations and Low-Income Populations, which ensures nondiscrimination 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;

K. Executive Order 13166, Improving Access to Services for Persons with Limited English
 Proficiency, and resulting agency guidance, national origin discrimination includes




 Page 28 of 165
 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);

 L. Title IX of the Education Amendments of 1972, as amended, which prohibits you from
 discriminating because of sex in education programs or activities (20 USC 1681 et seq).


(vii) LIVABLE WAGE


 The City has in effect a livable wage ordinance. This livable wage ordinance is applicable to
 service contracts with the City (as opposed to the purchasing of goods) where the total amount
 of the contract or contracts with the same person or entity exceed s $15,000 for any twelve-
 month period.


 Lessee shall comply with the livable wage ordinance to the extent that it is a covered employer
 under the ordinance and the ordinance is otherwise applicable. Lessee shall also require any
 contractors or agents performing work at the Leased Premises to comply with the livable wage
 ordinance.


(viii) MORTGAGES


 At the option of the City, this Lease shall be subordinate to any mortgage or other security
 interest by the City which from time to time may encumber all or part of Leased Premises so
 long as the City’s lender shall agree in writing in a form reasonably acceptable to Lessee that
 such lender will not disturb Lessee’s possession and rights under Lease so long as Lessee
 remains in compliance with Lease.




(ix) ESTOPPEL CERTIFICATE


 Each Party shall—within thirty (30) business days after request by the other Party—execute
 and deliver to the requesting Party, or the party designated by the requesting Party, a statement
 certifying: (i) that Lease is unmodified and in full force and effect (or, if there have been
 modifications, stating the modifications, and that the modified Lease is in full force and effect);
 (ii) whether, to the responding Party’s knowledge, either Party is in default in performance of
 any of its obligations under Lease, and, if so, specifying each default; and (iii) any other
 information reasonably requested concerning Lease.


(x) BROKER COMMISSIONS




 Page 29 of 165
  The City shall have no obligation to pay any real estate commissions to any agents or brokers
  claiming by or through Lessee, and without prejudice to Lessee’s general indemnification and
  defense obligation hereunder, Lessee agrees to indemnify and hold harmless the City for all
  claims or demands of any other real estate agent or broker claiming by, through, or under
  Lessee. This indemnification shall also include payment of costs and attorney fees incurred by
  the City in defense of a claim for such real estate commissions or fees.


(xi) GENERAL PROVISIONS


  A. Assignment. Lessee shall not assign this Lease or sublet any part of the Leased Premises
 without the expressed written consent of the City.


  B. Binding Effect. All provisions of this Lease, including the benefits and burdens, shall
 extend to and be binding upon the Parties’ respective heirs, legal representatives,
 successors, and assigns.


  C. Captions. The captions and headings in this Lease are for convenience of reference only
 and shall not be used to interpret, define, or limit its provisions.


  D. Counterparts. This Lease may be executed in multiple identical counterparts, all of which
 shall constitute one agreement.


  E. Entire Understanding. This Lease represents the complete integration of all
 understandings between the Parties and all prior representations and understandings—oral
 or written—are merged herein. Prior or contemporaneous additions, deletions, or other
 changes hereto shall not have any force or effect whatsoever, unless embodied herein. By
 and through execution of this Lease, the prior temporary license agreement executed
 between the Parties as of Fall 2024 is extinguished and supplanted hereby.


  F. Extinguishment and Replacement. This Lease extinguishes and replaces any prior leases
 between the Parties related to the Leased Premises upon the Effective Date hereof.


  G. Modification. Modifications of this Lease shall not be effective unless agreed to in writing
 by both Parties in a formal written amendment to this Lease, properly executed and
 approved by both Parties.


  H. Interpretation. The language in all parts of this Lease shall in all cases be construed




 Page 30 of 165
 simply according to its fair meaning and not strictly construed against the City. This Lease
 shall be construed and performance thereof shall be determined in accordance with the
 laws of the State of Vermont.


I. Severability. Provided this Lease can be executed and performance of the obligations of
 the Parties accomplished within its intent, the provisions hereof are severable, and any
 provision that is declared invalid or becomes inoperable for any reason shall not affect the
 validity of any other provision hereof.


J. Survival of Certain Lease Terms. Notwithstanding anything herein to the contrary,
 provisions of this Lease requiring continued performance, compliance, or effect after
 expiration or termination shall survive such expiration or termination and shall be
 enforceable by the City if Lessee fails to perform or comply as required.


K. Third Party Beneficiaries. Enforcement of this Lease and all rights and obligations
 hereunder are reserved solely to the Parties, and not to any third party. Any services or
 benefits which third parties receive as a result of this Lease are incidental to the Lease and
 do not create any rights for such third parties.


L. Waiver. No acceptance by the City 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 the City to terminate this Lease. A waiver by the City of any
 breach of a term, provision, or requirement of this Lease or any right or remedy hereunder,
 whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver
 of any subsequent breach of such term, provision or requirement, or of any other term,
 provision, or requirement.


M. Public Records. 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 by Lessee, as shall all other records considered to be
 exempt under the Act. It is not sufficient to merely state generally that a document or
 record is proprietary, a trade secret, or 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.


N. Illegal Substance. Lessee, Lessee’s employees, and Lessee’s patrons are prohibited from




 Page 31 of 165
 possessing, using, transporting, cultivating, selling, growing, or donating any substance
 prohibited under local, state, or federal law, including but not limited to marijuana.


 O. Attorneys’ Fees. In case of any dispute arising from this Agreement, the prevailing party
 shall be entitled to reasonable attorneys’ fees and costs.


 P. Municipal Rights. Nothing herein shall be deemed a waiver of Landlord’s regulatory
 authority as a city.


(xii) ATTACHMENTS


 The following attachments are adopted, made part of, and incorporated by reference into this
 Agreement:



 A. Attachment A: Leased Premises Description and Map



 B. Attachment B: Insurance Requirements



 C. Attachment C: Burlington Standard Contract Conditions

 D. Attachment D: Certificate of Insurance

 E. Attachment E: Burlington Livable Wage Ordinance Certification




 — Signature Pages to Follow —




The parties to this Agreement do hereby execute this document on this __ day of ______, 2025:




 Page 32 of 165
CITY OF BURLINGTON __________________________




By__________________________ By_________________________
Emma Mulvaney-Stanak, Mayor Ava Stanley, Owner
City of Burlington _________________, LLC




Date______________________ Date____________________




 Attachment A:
 62 Church Street Land Plot




 Page 33 of 165
 Attachment B:
Standard Insurance Conditions & Indemnification




 Page 34 of 165
INSURANCE: Prior to beginning any work, the Contractor 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. 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.

The Contractor is responsible to verify and confirm in writing to the City that: (i) all subcontractors
must comply with the same insurance requirements as the Contractor; (ii) all work activities related
to the Contract shall meet minimum coverage and limits; and (iii) all coverage shall include
adequate protection for activities involving hazardous materials.

No warranty is made that the coverage and limits listed herein are adequate to cover and protect
the interests of the Contractor for the Contractor’s operations. These are solely minimums that
have been developed and must be met to protect the interests of the City.

 A. Commercial General Liability: With respect to all operations performed by the Contractor,
 subcontractors, agents or workers, it is the Contractor’s responsibility to ensure that
 commercial general liability insurance coverage, covering bodily injury and property
 damage, on an occurrence form, provides all major divisions of coverage including, but
 not limited to:

 1. Premises Operations
 2. Independent Contractors’ 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




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 B. Workers’ Compensation/Employer Liability: With respect to all operations performed, the
 Contractor shall carry workers’ compensation insurance in accordance with the laws of the
 State of Vermont and ensure that all subcontractors carry the same workers’ compensation
 insurance for all work performed by them under this contract. Minimum limits for
 Employer's Liability:

 • Bodily Injury by Accident: $500,000 each accident

 • Bodily Injury by Disease: $500,000 policy limit,
 $500,000 each employee

 For contracts involving work of any kind or nature on Lake Champlain, Workers’
 Compensation/Employer’s Liability policy shall include a Maritime Endorsement
 (USL&H).

 C. Professional Liability/Errors & Omissions:

 1. General: The Contractor shall carry appropriate professional liability insurance
 covering errors and omissions made during their performance of contractual duties
 with the following minimum limits:

 (b) $2,000,000 - Annual Aggregate/Policy Limit


 (b) $1,000,000 - Per Claim/Occurrence

 2. Deductibles: The Contractor is responsible for any and all deductibles.

 3. Coverage: The Contractor shall maintain continuous professional liability
 coverage for the period of the Contract and for a period of five years following
 substantial completion of construction.

 D. Umbrella/Excess Liability:

 1. $1,000,000 Each Event Limit
 2. $1,000,000 General Aggregate Limit
 3. Umbrella/Excess Liability is excess above Commercial General Liability, Automobile
 Liability, and Workers’ Compensation/Employer Liability.


All policies shall be endorsed to provide the City thirty (30) days’ notice of cancellation. Each
policy (except workers compensation/employers’ liability and errors & omissions/professional
liability) shall be endorsed to name the City and its officers, employees, agents, successors, and




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assigns as additional insureds on a primary, non-contributory basis. Each policy (except errors &
omissions/professional liability) shall be endorsed to waive subrogation against the City.
Contractor’s general liability, pollution, and umbrella policies provide additional insured coverage
for both premises and completed operations using endorsements CG 20 10 and CG 20 37 or their
equivalents for a period of three years.

INDEMNIFICATION: Contractor shall hold harmless, indemnify, and defend the City and its
officers, employees, agents, successors, and assigns (collectively, the “Indemnitees”) from and
against all claims, causes of action, lawsuits, damages, liabilities, liens, penalties, f ines, and costs
(including attorneys’ fees and costs) of every kind and nature whatsoever (collectively, “Claims”)
arising from or relating to this Contract or Contractor’s operations hereunder, excepting any Claims
arising from the City’s own gross negligence or willful misconduct. Contractor’s indemnification
and defense obligations shall survive termination of this Contract, and Contractor shall ensure that
any subcontract for work under this Contract requires the subcontractor to satisfy the same
indemnification and defense obligations in favor of the Indemnitees.




 Attachment D:
 Burlington Standard Contract Conditions

1. DEFINITIONS:
 A. The “Contract” shall mean the Contract between Contractor and the City to which these
 conditions apply and includes this Attachment C.
 B. The “Contractor” shall mean Ava Stanley.




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 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 Contractor, as provided in
 the Contract.


2. REGISTRATION: The Contractor 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 & INDEMNIFICATION: The insurance and indemnification provisions set
 forth in Attachment C-1 are incorporated by this reference as though fully set forth. Any
 provisions of this Contract for indemnification, defense, release of liability, or warranty, shall
 survive termination hereof.

4. CONFLICT OF INTEREST: The Contractor shall disclose in writing to the City any actual
 or potential conflicts of interest or any appearance of a conflict of interest by the Contractor,
 its employees or agents, or its sub-contractors, if any.
5. PLANS, RECORDS, AND AVAILABLE DATA: The City agrees to make available, at no
 charge, for the Contractor’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 Contractor 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 Contractor 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
 City.




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 The Contractor warrants that no company or person has been employed or retained, other than
 a bona fide employee working solely for the Contractor, to solicit or secure this Contract, and
 that no company or person has been paid or has a contract with the Contractor to be paid, other
 than a bona fide employee working solely for the Contractor, 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 Contractor, from
 work related to the Contract, for misconduct, incompetence, or negligence as determined by
 the City, in the due and proper performance of Contractor’s duties, or for neglecting or refusing
 to comply with the requirements of the Contract.

7. PERFORMANCE: Contractor warrants that performance of Work will conform to the
 requirements of this Contract. Contractor 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 Contractor for its own business.

8. DESIGN STANDARDS: Unless otherwise specifically provided for in the Contract, or
 directed in writing, Contractor 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 Contractor
 is responsible to identify and follow any course of direction provided by the City.

9. RESPONSIBILITY FOR SUPERVISION: The Contractor shall assume primary
 responsibility for general supervision of Contractor employees and their sub-Contractors 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
 Contractor shall be responsible to the City for all acts or omissions of its sub-contractors 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 Contractor 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 Contractor shall inform the City, in writing, of any such contacts and the results
 thereof.




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11. INSPECTION OF WORK: The City shall, at all times, have access to the Contractor’s work
 for the purposes of inspection, accounting, and auditing, and the Contractor shall provide
 whatever access is considered necessary to accomplish such inspections. At any time, the
 Contractor 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
 Contractor 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 Contractor, 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 Contractor shall respond to all official
 comments regardless of their source. The Contractor shall supply the City with written copies
 of all correspondence relating to formal and informal reviews.

 No acceptance shall relieve a Contractor 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 Contractor will endeavor to maintain good relations with the
 public and any affected property owners. Personnel employed by or representing the Contractor
 shall conduct themselves with propriety. The Contractor 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 Contractor agrees that any work will be done with minimum damage to the land
 and disturbance to the owner. Upon request of the Contractor, the City shall furnish a letter of
 introduction to property owners soliciting their cooperation and explaining that the Contractor 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.




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15. APPEARANCES:


 A. Hearings and Conferences: The Contractor 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,
 explain and defend its contractual services covered under the Contract.

 The Contractor 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 Contractor 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 Contractor 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 Contractor, or an appropriate
 representative, shall prepare and appear for any litigation concerning any relevant project
 or related contract, on behalf of the City. The Contractor 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 Contractor or the
 Contractor’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 Contractor, 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




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 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 Contractor and the Contractor 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.


17. DUTY TO INFORM CITY OF CONTRACT DOCUMENT ERRORS: If Contractor
 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,
 Contractor shall immediately give the City written notice thereof. Contractor 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 Contractor
 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 Contractor as soon
 as practicable of any non-appropriation, and Contract Contractor 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 Contractor.




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20. EXTENSION OF TIME: The Contractor agrees to prosecute the work continuously and
 diligently and no charges or claims for damages shall be made by the Contractor 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 Contractor
 and without the fault or negligence of the Contractor.

21. PUBLIC HEALTH EMERGENCY:


 A. Compliance with Mandates and Guidance: The Contractor 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 Contractor must comply with all local, state, federal orders, directives,
 regulations, guidance, advisories during a public health emergency. Contractor 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 Contractor shall create a public health emergency plan acceptable to the City.
 The Contractor 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 Contractor’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. Contractor 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: Contractor 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




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 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 Contractor has adequately corrected it s failure to
 comply with the above.

 If Contractor’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
 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 Contractor or changes in the scope of work.

 The value of such changes, to the extent not reflected in other payments to the Contractor, 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.




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 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 Contractor agrees to maintain complete and accurate records, in a form satisfactory to the
 City for all time devoted directly to same by Contractor employees. The City reserves the right
 to audit the records of the Contractor 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 Contractor 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 Contractor written
 notice in which the City shall specify in detail the cause of dissatisfaction. Should the
 Contractor fail or refuse to remedy the matters complained of within five days after the written
 notice is received by the Contractor, the City shall have the right to take control of the Work
 and either make good the deficiencies of the Contractor itself or direct the activities of the
 Contractor in doing so, employing such additional help as the City deems advisable. In such
 events, the City shall be entitled to collect from the Contractor any expenses in completing the
 Work. In addition, the City may withhold from the amount payable to the Contractor an
 amount approximately equal to any interest lost or charges incurred by the City for each
 calendar day that the Contractor is in default after the time of completion stipulated in the
 Contract Documents.

25. RETURN OF MATERIALS: Contractor 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: Contractor’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 Contractor
 or their sureties from any obligations under the Contract Documents or any performance or
 payment bond.

27. OWNERSHIP OF THE WORK: The Contractor 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
 Contractor, hereafter referred to as "instruments of professional service", shall become the




 Page 45 of 165
 property of the City as they are prepared and/or developed during execution of the Contract.
 The Contractor agrees to allow the City access to all “instruments of professional service” at
 any time. The Contractor 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 Contractor
 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 Contractors
 under the Contract, all rights accruing from such discoveries or inventions shall be the sole
 property of the Contractor. The Contractor, 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 Contractor 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 Contractor 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 Contractor 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
 Contractor 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 Contractor 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. Contractor, sub-
 Contractors, or their representatives performing work related to the Contract, are responsible




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 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: Neither Party shall file any litigation
 arising from this Contract without first attempting in good faith to resolve the Parties’ dispute
 through negotiated settlement or mediation; provided, however, that any applicable statute of
 limitations shall toll during any period in which the Parties are actively and mutually engaged
 in dispute resolution; and provided further that nothing herein shall prevent either Party from
 seeking emergency relief in appropriate circumstances from a court of competent
 jurisdiction.
 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 Contractor, 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 Contractor 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 Contractor prior to completion of twenty (20) percent
 of the estimated services, as set forth in the approved Work Schedule and Progress Report,
 the Contractor 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 Contractor
 shall make no claim for additional compensation against the City by reason of such
 termination.

 B. Termination for Cause:

i. Breach: Contractor shall be in default if Contractor fails in any manner to fully
 perform and carry out each and all conditions of this Contract, including, but not
 limited to, Contractor’s failure to begin or to prosecute the Work in a timely manner
 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.




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 Contractor will not be in default for any excusable delays as provided in Sections 19-
 21.

 The City may give Contractor written notice of such default. If Contractor 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 Contractor, or if Contractor makes an assignment for the benefit
 of creditors, then the City may immediately terminate this contract.

iii. Dishonest Conduct: If Contractor 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 Contractor 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 Contractor and any sub-contractor
 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
 of the Contract, the Contractor 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. Contractor, and any sub-
 contractors, shall comply with any Federal, State, or local law, statute, regulation, Executive




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 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 Contractor certifies, as of the
 date of signing the Contract, that the Contractor (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 Contractor is a sole proprietorship, the
 Contractor’s statement applies only to the proprietor. If the Contractor is a partnership, the
 Contractor’s statement applies to all general partners with a permanent residence in Vermont.
 If the Contractor is a corporation, this provision does not apply.

37. TAX REQUIREMENTS: By signing the Contract, the Contractor certifies, as required by
 law under 32 VSA, Section 3113, that under the pains and penalties of perjury, that the
 Contractor 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. NO GIFTS OR GRATUITIES: The Contractor 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.

39. ASSIGNMENT: Contractor shall not sublet or assign this Work, or any part of it, without the
 written consent of the City. If any sub-contractor is approved, Contractor shall be responsible
 and liable for all acts or omissions of that sub-contractor for any Work performed. If any sub-
 contractor is approved, Contractor shall be responsible to ensure that the sub-contractor is paid
 as agreed and that no lien is placed on any City property.

40. TRANSFERS, SUBLETTING, ETC: The Contractor 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-contractor 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 Contractor of responsibility for the performance of that portion of the work so
 transferred. The form of the sub-contractor’s contract shall be as developed by the Contractor
 and approved by the City. The Contractor shall ensure that insurance coverage exists for any
 operations to be performed by any sub-contractor as specified in the insurance requirements
 section of this Contract.

 The services of the Contractor, 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.




 Page 49 of 165
41. CONTINUING OBLIGATIONS: The Contractor 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 Contractor 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 Contractor is unable to satisfactorily execute the Contract.

42. 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.

43. 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 Contractor.

44. RELATIONSHIP: The Contractor is an independent contractor and shall act in an
 independent capacity and not as officers or employees of the City. To that end, the Contractor
 shall determine the method, details, and means of performing the work, but will comply with
 all legal requirements in doing so. The Contractor shall provide its own tools, materials, or
 equipment. The Parties agree that neither the Contractor nor its principal(s) or employees are
 entitled to any employee benefits from the City. Contractor 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
 Contractor 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 Contractor 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.


45. CHOICE OF LAW: Vermont law, and rules and regulations issued pursuant thereto, shall be
 applied in the interpretation, execution, and enforcement of this Contract, notwithstanding
 conflicts of law principles. 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.

46. JURISDICTION: All suits or actions related to this Contract shall be filed and proceedings
 held in the State of Vermont, notwithstanding any other law.




 Page 50 of 165
47. 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.

48. 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.

49. 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.

50. APPENDICES: The City may attach to these conditions appendices containing various forms
 and typical sample sheets for guidance and assistance to the Contractor in the performance of
 the work. It is understood, however, that such forms and samples may be modified, alt ered,
 and augmented from time to time by the City as occasions may require. It is the responsibility
 of the Contractor to ensure that they have the latest versions applicable to the Contract.

51. NO 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.

52. WAIVER: Notwithstanding the passage of time, 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.




 Page 51 of 165
 Attachment E:
Burlington Livable Wage Ordinance Certification




 Page 52 of 165
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: CEDO Submitter: Samantha McGinnis

 Title/Subject: 62 Church Street Lease

 Approval Requested: Meeting Date:
 ☒ Board of Finance 10/21/2025
 ☒ City Council 11/3/2025
 ☐ 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 10/14/2025 Approved by Kara Alnasrawi

 Mayor’s Office Yes 10/16/2025 Approved by Erin Jacobsen
 Board/Commission Yes 9/17/2025 Unanimously approved by
 Church Street Marketplace
 Commission
 City Attorney’s Office for memo and Yes 10/15/2025 Approved by Emmett Wood
 contracts or legal documents
 City Attorney’s Office for memo and Yes 10/15/2025 Approved by Emmett Wood
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 10/15/2025 Approved by 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 53 of 165
 MEMORANDUM


To: Burlington Board of Finance
 Burlington City Council
From: Darren Springer, General Manager
 Munir Kasti, COO and Manager of Utility Services and Engineering
 Emily Stebbins-Wheelock, CFO and Manager of Strategy and Innovation

Date: 10/21/2025

Subject: EV Site License Agreement


Burlington Electric Department’s (“BED’s”) is bringing forward a generic site license agreement
that will govern placement of public BED-owned electric vehicle (“EV”) charging infrastructure
on private property in Burlington. There is no monetary exchange provided for, but rather this
license agreement would provide BED and the property owner certain rights and obligations in
installing public chargers on private property.

BED currently manages 3 fast charging stations, and dozens of level 2 charging ports around the
City, including on City or BED property such as 585 Pine Street and City lots and garages such as
Marketplace Garage, as well as on non-City property such as at UVM and at the Ethan Allen
Plaza Hannaford parking lot. This site license is based on similar individual site agreements for
EV charging, and is intended to provide a generic approved site license that can be used by BED
going forward, with appropriate review of any specific site terms by the City Attorney’s Office.
BED staff will be present at the Board of Finance and City Council meetings on 10/21/25 to
answer any questions. Thank you for your consideration.
MOTIONS
Board of Finance: To approve and recommend approval to the City Council that the General
Manager or their delegee may execute with one or more sites the generic EV site license
agreement presented, with any specific site terms added as necessary and with review by the City
Attorney’s Office.




 Burlington Electric Department
 585 Pine Street Burlington, VT 05401
 burlingtonelectric.com

 Phone 802.658.0300


 Page 54 of 165
City Council: To approve that the General Manager or their delegee may execute with one or
more sites the generic EV site license agreement presented, with any specific site terms added as
necessary and with review by the City Attorney’s Office.




 Page 55 of 165
 ELECTRIC VEHICLE CHARGING INFRASTRUCTURE (EVCI) AGREEMENT

 CITY OF BURLINGTON
 AND
 <<PROPERTY OWNER>>




 THIS ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AGREEMENT (this
“EVCI Agreement”) is made and entered into this ____ day of ______________, 2025 by and
between the CITY OF BURLINGTON, a Vermont Municipal Corporation located in Chittenden
County, acting through its Electric Department (“BED”), and <<PROPERTY OWNER>> its
successors or assigns (“ ”) a ___ with principal offices at___.

 WHEREAS, BED and <<PROPERTY OWNER>> desire to enter into this EVCI
Agreement to expand the public availability of electric vehicle charging infrastructure within the
CITY OF BURLINGTON in order to encourage the increased use of alternatives to fossil fuel-
fired transportation;

 WHEREAS, BED has built or contracted for a communications platform and
administrative mechanism for the purpose of operating and collecting funds for such infrastructure
that can be expanded to provide public vehicle charging services within the City of Burlington;
and

 WHEREAS, BED owns and operates public vehicle charging stations and provides electric
vehicle (“EV”) charging services at such stations at rates that are approved by the Vermont Public
Utility Commission; and,

 WHEREAS, <<PROPERTY OWNER>> owns and or manages all parking areas at the Site
Location (as defined by the map in Exhibit A);

 NOW THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable consideration, BED and <<PROPERTY OWNER>> hereby agree as
follows:

 1. <<PROPERTY OWNER>> hereby grants BED the right to install, operate and
maintain up to ____BED-owned Level <<Two or Three>> vehicle charging stations (individually
“Charging Station” and collectively the “Charging Stations” or “EVCI”) at the Site Location at the
area marked in Exhibit A. Each such Charging Station will include a dedicated parking space,
whereby such parking will be dedicated to electric vehicle charging only and available to the public
with such parking restrictions as imposed by <<PROPERTY OWNER>>. <<PROPERTY
OWNER>> will not impose any parking limitations that will prohibit or penalize any Charging
Station user from obtaining a sufficient battery charge for their vehicle consistent with BED’s
public EV charging tariff, and will make every attempt to meet Americans with Disabilities Act
(“ADA”) access requirements at each vehicle Charging Station.

 Page 1 of 7


 Page 56 of 165
 2. The initial term of this EVCI Agreement shall be three years beginning xxx, 20__
and ending xxx, 20__ (the “Initial Term”). Upon the expiration of the Initial Term, this EVCI
Agreement shall automatically renew for successive one-year periods unless and until terminated
by either party pursuant to the terms hereof (any such renewal terms together with the Initial Term,
the “Term”).

 3. During the Initial Term, BED and <<PROPERTY OWNER>> will install up to
____ Level <<Two or Three>> EV Charging Stations at the Site Location, with specific locations
mutually agreed to between the parties and, to the extent such consent is required, the City of
Burlington, Vermont. Once agreed to between the parties, a site plan showing the final Site
Locations shall be attached to this EVCI Agreement as Exhibit B. The final selected Site Locations
shall provide unrestricted and unobstructed access to the Charging Stations as is necessary for (i)
charging EVs by any EV owners or operators 24 hours a day and seven days a week, and (ii)
maintenance and repair of the Charging Stations by BED or its representatives.

 4. BED will provide site assessment and approved construction drawings as needed
for each Charging Station location that both parties consider viable for service to be provided to
the Charging Stations from BED’s distribution system. <<PROPERTY OWNER>> shall
coordinate and agree to provide access for BED to such locations and any associated infrastructure
needed for assessment, construction, and operation of the Charging Stations as mutually agreed
upon by <<PROPERTY OWNER>> and BED. BED will provide site assessment and EVCI
installation, including site work, commissioning and ongoing maintenance of equipment,
hardware, and software at no cost to <<PROPERTY OWNER>>. Prior to the initial EVCI
installation work performed at the Site Location, BED will provide current insurance certificates
for all contractors and subcontractors as outlined in Section 14.

 5. <<PROPERTY OWNER>> reserves the right to request removal of any Charging
Station or EVCI-associated electrical equipment within the Site Location upon 120 days prior
written notice to BED. BED will remove such Charging Stations from the Site Location and restore
the Site Location to pre-installation conditions.

 6. Following receipt of all necessary consents detailed in this EVCI Agreement, BED
shall arrange for installation of all Charging Stations per Exhibit B attached hereto.

 7. BED will provide electricity to the EVCI directly from its distribution system. BED
will sell, at the same cost, charging services to all users of the EVCI infrastructure. Such cost will
be according to tariffs approved by the Vermont Public Utility Commission as may be adjusted
from time to time. BED’s public EV charging tariff includes “overstay” pricing to encourage EVCI
users to stay in a location no longer than needed to obtain a full battery charge. BED will collect
all amounts directly through a transaction that is managed through the BED charging network.
BED’s public EV charging tariff is subject to change with the approval of the Vermont Public
Utility Commission.

 8. BED will have responsibility for the posting of electronic messages that appear on
the EVCI user interface screen. <<PROPERTY OWNER>> will have the right to submit electronic

 Page 2 of 7


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messages to BED for display on the EVCI user interface screen and BED will accommodate such
messages to the extent possible. <<PROPERTY OWNER>> may change such messages no more
than four times per year.

 9. BED and <<PROPERTY OWNER>> agree that the Charging Stations shall at all
times be available for access and use by the public 24 hours a day, seven days a week during the
Term of this EVCI Agreement; provided, however, that <<PROPERTY OWNER>> shall have
the right to restrict access and/or use of the Charging Station during agreed upon dates and times
and in cases of emergency.

 10. BED shall obtain any and all necessary federal, state, municipal or other licenses,
permits and/or approvals for the installation and operation of the Charging Stations, but not
including any <<PROPERTY OWNER>> signage pursuant to Section 18 below. <<PROPERTY
OWNER>> shall cooperate and assist in obtaining all of such licenses, permits and approvals.

 11. BED will be solely responsible for all necessary servicing and repair of the
Charging Stations. In the event of any Charging Station failure, damage, or other problem requiring
repair, replacement, adjustment or maintenance, <<PROPERTY OWNER>> shall notify BED or
a person designated by BED within twenty-four (24) hours of first becoming aware of such failure
or problem. <<PROPERTY OWNER>> will not permit anyone, other than an authorized
representative or designee of BED, to perform any service or repair work on a Charging Station
without BED’s prior written approval. BED or its representatives shall at any reasonable time and
at all times during business hours have the right to enter into and upon the Site Location for the
purpose of inspecting, repairing, maintaining, or upgrading Charging Stations and observing their
use. <<PROPERTY OWNER>> shall keep the Site Locations clean and shall maintain the space
surrounding Charging Stations in a safe, neat and orderly condition. In the event of problem or
failure with the charging station, BED or its designee shall be on-site to assess the situation within
three business days of notice from <<PROPERTY OWNER>>, and perform such repairs or
replacement in a timely manner, unless extenuating circumstances exist.

 12. BED will obtain data remotely through the reporting system in each Charging
Station. If requested, BED will provide <<PROPERTY OWNER>> access to EVCI data subject
to the redaction of any personally identifiable information.

 13. The Charging Stations shall remain at all times the personal property of BED. BED
shall be solely responsible for Charging Station property insurance and shall insure the EVCI
against loss, theft, damage, or destruction in amounts determined by its sole judgement.

 14. BED shall, at its own cost and expense, obtain and maintain in continuous effect a
policy, or policies, of commercial general liability insurance with limits of not less than One
Million Dollars ($1,000,000) combined single limit, including coverage for bodily injury and
property damage, contractual liability and for property of others in BED’s care, custody and
control, to include fire, legal liability, commercial automobile liability insurance with limits of not
less than One Million Dollars ($1,000,000) per occurrence, including operation of owned, non-
owned and hired vehicles; coverage for workers compensation in accordance with State or Federal
statute; and Employers Liability Insurance with limits of not less than One Hundred Thousand

 Page 3 of 7


 Page 58 of 165
Dollars ($100,000) per occurrence and Five Hundred Thousand Dollars ($500,000) annual
aggregate. BED shall be responsible for carrying property insurance on its own personal property
as well as any improvements or betterments to the Site Location. Should any of the described
policies be cancelled before the expiration date thereof, notice will be delivered in accordance with
the policy provisions. BED shall submit, at the time of signing this EVCI Agreement, proof of all
of the above referenced insurance coverages.

 15. <<PROPERTY OWNER>> will maintain all aspects of parking and roadways
required for the use of Site Locations, including, but not limited to landscaping, snow removal,
paving, parking charges and signage.

 16. <<PROPERTY OWNER>> represents and warrants that it is the owner of the Site
Location or otherwise has the legal authority to enter into this EVCI Agreement.

 17. In the event <<PROPERTY OWNER>> transfers ownership of any Site Locations,
or if <<PROPERTY OWNER>> sells its business, <<PROPERTY OWNER>> shall notify BED
not less than sixty (60) days prior to any such event. In such event, this EVCI Agreement shall
automatically terminate.

 18. Each party shall, at its option, have the right to publicly advertise the availability
of the Charging Stations. Each party shall further, at its option, have the right to install appropriate
signage at the Property and the Site Locations. Depending upon the extent of the signage, it may
be subject to the prior approval of the City of Burlington. Any and all such advertisements shall
be approved by the other party prior to use by such party, such approval not to be unreasonably
withheld, conditioned or delayed. Any and all signage shall be approved by the other party prior
to use by such party and, to the extent such approval is necessary, the City of Burlington, Vermont.

 19. Except to the extent arising out of or related to the negligence or willful misconduct
of <<PROPERTY OWNER>>, its agents, employees or servants, BED shall, to the greatest extent
permissible by law, indemnify <<PROPERTY OWNER>> and hold it harmless from and against
any and all damages, liabilities and expenses incurred in connection with loss of life, personal
injury and/or damage to property arising out of the Charging Station or any part thereof, if
occasioned wholly or in part by any act or omission of BED, its agents, employees or servants. In
the event of any claim for damages, liabilities and expenses incurred in connection with loss of
life, personal injury and/or damage to property to the extent arising out of the Charging Station
occasioned by the negligence or willful misconduct of <<PROPERTY OWNER>>,
<<PROPERTY OWNER>> shall, to the greatest extent permissible by law, indemnify and hold
harmless BED from and against any such claim.

 20. Either party may terminate this EVCI Agreement, effective thirty (30) days after
giving written notice of intent to terminate, upon the occurrence of a material breach provided that
such breach continues for thirty (30) days after written notice of such breach. In addition, either
party may terminate this EVCI Agreement for convenience at any time upon giving ninety (90)
days prior written notice to the other party. Upon termination or expiration of this EVCI
Agreement, or in the event that BED chooses to no longer own and operate the Charging Stations,
they shall offer <<PROPERTY OWNER>> the option to purchase the EVCIs at depreciated book

 Page 4 of 7


 Page 59 of 165
value. If <<PROPERTY OWNER>> elects not to acquire the Charging Stations, BED shall
remove all of its property and restore the Site Location set forth on Exhibit A, to its prior condition.
The condition of Site Locations prior to BED installation of its charging station shall be
documented by photo and attached hereto as Exhibit B once the final Site Locations are agreed
upon.

 21. All notices hereunder shall be in writing and shall be deemed given upon deposit
in the United States mail, first class postage fully prepaid, certified mail, return receipt requested,
addressed to BED and <<PROPERTY OWNER>> at their respective addresses as listed below.
Any party may change its address for notice in accordance with the terms of this section.

 If to BED:

 Burlington Electric Department
 585 Pine Street
 Burlington, VT 05401
 (802)658-0300

 If to <<PROPERTY OWNER>>:


 22. If suit or action is instituted to enforce or interpret any of the terms of this EVCI
Agreement, the substantially prevailing party shall be entitled to recover from the other party, in
addition to costs, such sums as the court may adjudge reasonable for legal fees.

 23. <<PROPERTY OWNER>> understands and agrees that BED makes no warranty,
express, implied or statutory, as to any matter whatsoever, including the condition of the charging
station, its merchantability or fitness for any particular purpose.

 24. Neither party shall in any event be responsible to the other party for any lost profits
or incidental, consequential, special or indirect damages.

 25. Neither party will be liable for failure to perform its obligations under this EVCI
Agreement if such failure is due to acts or events beyond such party’s reasonable control and not
reasonably anticipated at the time of execution of this EVCI Agreement.

 26. Neither party may assign or dispose of any of its rights or obligations under this
EVCI Agreement without the prior written consent of the other party, such consent not to be
unreasonably withheld, conditioned or delayed. This EVCI Agreement is binding on the successors
and permitted assigns of the parties.

 27. A waiver by either party of a breach of any provision of this EVCI Agreement shall
not constitute a waiver of that party’s rights to otherwise demand strict compliance with this EVCI
Agreement and any and all provisions hereof. Any waiver must be agreed to in writing by the
Party waiving its right or rights.


 Page 5 of 7


 Page 60 of 165
 28. This EVCI Agreement, including any schedule or exhibit attached hereto,
constitutes the entire EVCI Agreement of the parties with respect to the subject matter hereof.
There are no other promises, representations, terms, conditions or obligations other than those
contained herein. This EVCI Agreement supersedes all prior communications, representations or
EVCI Agreements, oral or written, between the parties and shall not be modified except in writing
signed by both parties.

 29. This EVCI Agreement shall be construed, interpreted and enforced in accordance
with the laws of the State of Vermont, without giving effect to principles of conflicts of laws that
would require the application of any other law.


IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties have
executed this EVCI Agreement as of the date first written above.


 CITY OF BURLINGTON <<PROPERTY OWNER>>
 BURLINGTON ELECTRIC
 DEPARTMENT

 By: ______________________________ By: ______________________________

 Name:____________________________ Name: ____________________________
 Title: _____________________________ Title: _____________________________




 Page 6 of 7


 Page 61 of 165
 EXHIBIT A
SITE LOCATION




 Page 7 of 7


 Page 62 of 165
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Burlington Electric Submitter: Darren Springer

 Title/Subject: EV site license

 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 10/21/2025

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 10/3/2025 Darren Springer

 Mayor’s Office Yes 10/10/2025 Erin Jacobsen
 Board/Commission Yes 10/8/2025 Click or tap here to enter text.
 City Attorney’s Office for memo and Yes 10/16/2025 Jessica Brown
 contracts or legal documents
 City Attorney’s Office for memo and Yes 10/16/2025 Jessica Brown, motions included
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 10/10/2025 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 63 of 165
 BURLINGTON FIRE DEPARTMENT
 136 S. Winooski Avenue, Burlington, VT 05401
 Phone: (802) 864-4554 Fax: (802) 865-5387


 MEMO

TO: Board of Finance
FROM: Michael Curtin – Fire Chief
CC: Dave Hammond, Fleet Manager; Lee Perry, Assistant Director of Public Works; Ashely
 Parker, Capital Program Director
DATE: October 21, 2025
SUBJECT: Purchase of BFD Ambulance


Due to budgetary pressures and lack of funding, the City’s Fleet has not been able to keep up with its
replacement schedule for the last three years. This deferred replacement schedule includes at least one
ambulance. The City’s previous Fire Chief identified a purchasing opportunity to replace one ambulance in
FY25, and jumped on placing an order given the known delays for vehicle build out and delivery. This order
initiated a 36 month delivery schedule, and gave the City some time to identify funds to support the purchase.
This purchase will replace an older 2017 frontline ambulance, which in turn replaces a 2014 reserve ambulance
that has reached the end of its service life. Regular fleet replacement is essential to ensure reliable delivery of
emergency medical services (EMS). A new unit will reduce maintenance costs, improve reliability, and
maintain the high standards of service expected by our community.
As stated in the City of Burlington Fleet Committee FY26 Vehicle Purchase Recommendation memo cost chart
(see attachment A), that was approved by City Council on August 4, 2025, a second ambulance purchase was
recommended and noted there were unidentified General Fund revenues to support the purchase. Since the
approval of the FY26 Vehicle Purchase memo, the Department of Finance & Administration has identified the
funds needed to start the purchasing process. This requires Board of Finance authorization per the City
Purchasing Policy, to effectuate a budget amendment and also transfer the funds for the purchase.
The Burlington Fire Department is requesting a budget amendment (BA) to support the purchase of a
replacement ambulance in the amount of $415,206. The funds for this purchase are coming from a balance of
funds from the Fire Departments FY25 Operating Budget. These were pushed into the City’s Unassigned Fund
Balance in FY26 and are being recommended by the Department of Finance & Administration for allocation to
purchase the ambulance.


Requested Action:
Board of Finance Motion: Move to approve and recommend that the Board of Finance authorize the Chief
Administrative Officer, or her designee, to effectuate necessary budget amendments and the transfer of funds in
the amount of $415,206 from the FY26 Unassigned Fund Balance to allow the Burlington Fire Department to
complete the purchase of one (1) replacement ambulance.


Thank you for considering this request.




 Page 64 of 165
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Fire Submitter: Michael Curtin – Fire Chief

 Title/Subject: Ambulance BA

 Approval Requested: Meeting Date:
 ☒ Board of Finance 10/21/2025
 ☐ 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 10/15/2025 Michael Curtin

 Mayor’s Office Yes 10/15/2025 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 10/15/2025 Hayley McClenahan
 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 10/15/2025 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 65 of 165
 CITY OF BURLINGTON


 FLETCHER FREE LIBRARY
 235 College Street
 Burlington, VT 05401
 802.863.3403
MEMORANDUM

TO: City of Burlington, Board of Finance
 City of Burlington, City Council
FROM: Fletcher Free Library – Mary Danko, Library Director
DATE: October 21, 2025
SUBJECT: Memorandum of Understanding (MoU) between the Friends of the Fletcher
Free Library (Friends) and the Fletcher Free Library--City of Burlington

Purpose:
This memo asks for the acceptance of the agreed upon MoU between the Fletcher Free
Library--City of Burlington and the Friends of the Fletcher Free Library (Friends) to
support a capital campaign aimed at funding critical renovation to the City’s public
library.

Background:
The Friends of the Fletcher Free Library (Friends) and the Fletcher Free Library (FFL)
have a longstanding relationship dedicated to serving the Burlington community. The
Friends is a nonprofit organization, established in 1957, with the mission of supporting
FFL through fundraising, advocacy, and volunteer efforts. In 2018, the City of Burlington
developed a Memorandum of Understanding (MOU) to give the Friends primary
responsibility over fundraising efforts for FFL. In the past few years, the Friends have
supported a 2019 fundraising feasibility study, 2019 revision design document, and
2022 schematic design work, to meet community library needs as indicated through
public input. As the Friends embark on the capital campaign for the much-needed FFL
renovation, a separate MoU is needed to formalize a collaborative framework between
the City and the Friends to advance shared goals the transformational remodeling of
this community asset.

Justification for the MoU:
 1. Clear Roles and Responsibilities: this MoU defines the roles of both parties,
 ensuring transparency for taxpayers and accountability in fundraising, project
 management, and communications.




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 2. Enhanced Fundraising Capacity: the Friends can access private philanthropic
 donations and networks, may solicit contributions more flexibly than the City, and
 allows donors to give anonymously to a 501(c)(3) organization. The Friends have
 already secured pledged support of nearly $14M toward this project. A formal
 agreement strengthens their credibility and fundraising appeal for private donors.
 3. Alignment with Public Interest: the MoU ensures that all funds raised by the
 Friends in the capital campaign will be used in alignment with City-approved
 capital needs for the library to update the largest public building in Burlington to
 meet public needs. FFL serves as a cornerstone of the community, providing
 access to information, technology, educational programming, and gathering
 space for community members of all ages. Strategic investment in library
 facilities is necessary to ensure long-term sustainability and relevance.
 4. Risk Management: the MoU establishes safeguards around fund disbursement,
 reporting, and donor stewardship of the capital campaign, protecting both the
 City and the Friends from reputational or financial risk.

Due Diligence:
On May 22, 2025 a draft of this Capital Campaign MOU was reviewed and approved by
the City’s Parks, Arts and Culture Committee.

Request:
1. We respectfully request that the Board of Finance approve the following
motion:
To approve and recommend that the City Council authorize the Director of the
Fletcher Free Library to execute a Capital Campaign Memorandum of Understanding
with the Friends of the Fletcher Free Library subject to review and approval of the City’s
Attorney.
2. We respectfully request that the City Council approve the following motion:
To approve and authorize the Director of the Fletcher Free Library to execute the
Capital Campaign Memorandum of Understanding with the Friends of the Fletcher Free
Library subject to review and approval of the City’s Attorney.

Attachment: Draft Capital Campaign MoU




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 MEMORANDUM OF UNDERSTANDING
 Between Friends of Fletcher Free Library, Inc. and the City of Burlington


THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is entered into as of September
__, 2025 (the “Effective Date”) by and between the City of Burlington, a Vermont municipal
corporation (the “CITY”), for the Fletcher Free Library (“LIBRARY”) a department of the
CITY, and Friends of Fletcher Free Library, Inc., a Vermont nonprofit 501(c)3 corporation
(“THE FRIENDS”) with its principal place of business in Burlington, Vermont (collectively, the
PARTIES).

DEFINITIONS.

A. LIBRARY RENOVATION PROJECT. The “Library Renovation Project” as used in this
 MOU means the City of Burlington’s initiative to secure a contractor and to renovate the
 library in keeping with the Schematic Design completed by Dore + Whittier on October 5,
 2022: addition of sustainable energy sources and electrical storage/back up electrical
 generation, creating an isolatable building wing, improving job-finding tools and resources,
 improving functional space for youth and teens, increasing interior and exterior public
 meeting space, improving accessibility and improving wayfinding.

B. THE CAPITAL CAMPAIGN. The “Capital Campaign” as used in this MOU means the
 implementation of THE FRIENDS’ fundraising effort to secure the necessary money to allow
 the CITY to complete the Library Renovation Project.

C. PRIVATE FUNDS AND PHILANTHROPY. “Private Funds” and “Philanthropy” as used in
 this MOU mean financial and other contributions and commitments from the private sector,
 including from individuals, corporations (whether for-profit, non-profit, or benefit
 corporations), and from community, family, and corporate foundations, as well as donor-
 advised funds.

D. PUBLIC FUNDS. “Public Funds” as used in this MOU means funding from sources other
 than Private Funds and Philanthropy, including funds from local, state, and federal grants,
 other government entities, earned income, and state or federal legislative appropriations.

RECITALS.

The PARTIES enter into this MOU based on the following facts, understandings, and intentions:

1. The LIBRARY is a vital CITY-run community resource; and


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2. THE FRIENDS is organized to support the mission and work of the LIBRARY in whatever
 way is deemed appropriate, including raising money for special projects and promoting the
 LIBRARY; and

3. The LIBRARY and THE FRIENDS have an existing Agreement, attached and incorporated
 herein as Exhibit 1 that delineates the responsibilities of the LIBRARY and THE FRIENDS
 and which was most recently executed October 24, 2018, and amended and approved by
 THE FRIENDS on May 23, 2023, and by the CITY on December 18, 2023; and

4. The CITY, the LIBRARY, and THE FRIENDS agree that the library building requires
 substantial renovations to make it a 21st century institution, realizing the vision of the Library
 following the Schematic Design completed by Dore + Whittier on October 5, 2022; and

5. The scale and quality of renovations envisioned likely exceed sources of public funds
 available, the PARTIES recognize that facilitating private contributions to support the
 renovation project will be necessary, and raising and managing private funding is not a
 traditional function of the CITY or the LIBRARY, nor is it a function the CITY or the
 LIBRARY has current capacity or desire to undertake; and

6. Pursuant to Section III, Paragraph “g” of the existing agreement, the Library has requested,
 and THE FRIENDS agree, to undertake a Capital Campaign for the Library, with the intent
 of raising $32 million dollars;

7. The intent of this MOU is to provide additional detail on the relationship between THE
 FRIENDS, the LIBRARY, and the CITY in undertaking this Capital Campaign.

NOW, THEREFORE the PARTIES agree as follows:

 1. RECITALS. The foregoing recitals are true and correct and are incorporated herein by
 this reference.

 2. CAPITAL CAMPAIGN.

 a. TERM. This MOU shall begin on the date of execution by both PARTIES and shall
 remain in effect until either the Capital Campaign is successfully completed by raising
 at least $32 million dollars and use of the funds for completion of the Library
 Renovation Project or it is terminated by mutual consent or by either party as
 permitted in paragraph 2(b).



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  b. TERMINATION.

 i. BASIS. This MOU may be terminated by mutual consent. In addition, either
 PARTY may terminate this MOU if the other becomes insolvent. In the event of a
 breach of this agreement, the party in breach shall be provided written notice of
 breach and opportunity to cure. If the breach cannot be cured within thirty (30)
 days, the MOU may be terminated. In the alternative, the PARTIES may agree to
 amend the MOU to extend to a date certain the time in which the party in breach
 must cure.

 ii. TIMING. Termination by either PARTY shall be subject to a thirty (30) day notice
 in writing.

3. CITY RESPONSIBILITIES. To be conducted by the Library Director or designee(s).

 a. EXISTING AGREEMENT. All responsibilities of the LIBRARY as described in Part
 II of the existing Agreement (Exhibit 1) are incorporated by reference herein; and

 b. APPROVAL. The CITY, through the Office of the Mayor and the City Council, as
 described in the CITY’s procurement policy and procedure, has final approval for the
 Library Renovation Project and will receive input from THE FRIENDS, and
 appropriate City Committees and Commissions.

 c. PUBLIC FUNDING OPPORTUNITIES. The CITY will participate through the
 Library Director or designee, or other appropriate CITY official subject to the City’s
 grant policy, in submitting applications for public funding, including serving as the
 Applicant where necessary and appropriate. The CITY will notify THE FRIENDS of
 public funding opportunities when it becomes aware of such opportunities. The CITY
 shall have sole discretion as to whether to accept such public funding subject to
 conditions.

 d. PRIVATE FUNDING AND PHILANTHROPIC OPPORTUNITIES. The CITY will
 cooperate with THE FRIENDS in philanthropic pursuits where public sector
 involvement is needed and appropriate. In the event in-kind contributions, or local
 financial matches are required, the CITY will cooperate by determining whether in-
 kind or match funds are available and notifying THE FRIENDS of its determination.
 The CITY cannot guarantee commitment of funds for local match. The CITY shall
 have sole discretion as to whether to accept funding subject to conditions.




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  e. START OF LIBRARY RENOVATION PROJECT. THE FRIENDS will provide
 notice in writing to the LIBRARY Director when eighty-five percent (85%) of funds
 are raised or pledged through the Capital Campaign. Upon receipt of such notice, the
 CITY will commence the competitive bidding process with a start date of
 construction within nine (9) months. If circumstances outside of the City’s control
 occur that prevent commencing the bidding process with an identified start date
 within nine (9) months, an extension of the start date may be set consistent with
 Paragraph 4(f) of this MOU.

  f. LIBRARY RENOVATION PROJECT COSTS. Upon commencement of
 construction, the CITY will invoice THE FRIENDS for expenses incurred to
 commence or complete the Library Renovation Project within 30 days of the
 completion of the quarter in which expenses were incurred by sending an invoice to:
 Jonathan Chapple-Sokol, President (or his successor), Friends of the Fletcher Free
 Library, 235 College Street, Burlington, VT 05401. The CITY will make every
 reasonable effort to invoice THE FRIENDS only for LIBRARY-approved capital
 needs expenses that can be reimbursed with funds raised in the Capital Campaign and
 which further the charitable purpose of THE FRIENDS.

  g. INDEMNIFICATION. The CITY shall indemnify and hold harmless THE
 FRIENDS, its respective officers, directors, agents, employees, successors and
 assigns, against all claims, losses, damages, liabilities, penalties, expenses, reasonable
 legal fees and costs of any kind or amount whatsoever, arising from injury to person
 or property in the course of any capital work as part of the Library Renovation
 Project. This section shall survive termination hereof.

  h. HIRING OF CONSULTANTS. The CITY may hire consultants as it deems necessary
 to cooperate in public funding and private funding and philanthropic opportunities
 pursued by THE FRIENDS.

  i. ADDITIONAL MEMORANDA OF UNDERSTANDING, CONTRACTS, OR
 PARTNERSHIP DOCUMENTS. The CITY agrees to cooperate to the extent feasible
 in execution of any additional Memoranda of Understanding, Contracts, or
 Partnership Documents necessary for THE FRIENDS to successfully complete the
 Capital Campaign.

4. THE FRIENDS’ RESPONSIBILITES.

  a. EXISTING AGREEMENT. All responsibilities of THE FRIENDS as described in
 Part III of the existing Agreement (Exhibit 1) are incorporated by reference herein.


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b. PUBLIC FUNDING OPPORTUNITIES. THE FRIENDS will seek and secure public
 funding opportunities for which the Library Renovation Project is eligible. Where
 permitted by the public funding opportunity, THE FRIENDS will apply for public
 funds directly. When CITY permission or participation is necessary to apply for
 public funds, THE FRIENDS will notify the LIBRARY Director, and will cooperate
 with the CITY and comply with the CITY’s grants policy in such applications, and
 understanding that the CITY may not be able to apply for or accept funding that is
 subject to certain conditions, whether the applicant is the CITY, the FRIENDS, or
 both. If CITY permission or participation is not necessary to apply for public funds,
 THE FRIENDS will notify the LIBRARY Director of their intent to apply for funds.

c. PRIVATE FUNDING AND PHILANTHROPIC OPPORTUNITIES. THE FRIENDS
 will seek and secure private funding and philanthropic opportunities for the Library
 Renovation Project. THE FRIENDS will notify the CITY through the LIBRARY
 Director of private funding and philanthropic opportunities it will pursue, whether
 CITY cooperation is needed, what form of cooperation would be required, and will
 work with the CITY to facilitate such cooperation. If CITY cooperation is needed, the
 FRIENDS and the CITY will comply with the CITY’s grants policy and
 understanding that the CITY may not be able to apply for or accept funding that is
 subject to certain conditions.

d. HIRING OF PROFESSIONAL FUNDRAISERS. THE FRIENDS at their expense
 may, at the discretion of the Board of Directors, hire a professional fundraiser to
 support the Capital Campaign.

e. HIRING OF OTHER CONTRACTORS. THE FRIENDS may, at the discretion of the
 Board of Directors, engage other contractors to perform support functions for the
 Capital Campaign.

f. START OF LIBRARY RENOVATION PROJECT. If the library renovation project
 does not begin as agreed in paragraph 2(b)(v), and the CITY and THE FRIENDS are
 unable within a one year grace period to agree to an amendment to this MOU
 extending the start of the Library Renovation Project, THE FRIENDS may offer to
 return funds to its donors, or, if permitted by the donor, redirect those funds in
 furtherance of the charitable purpose of THE FRIENDS.

g. SAFEKEEPING OF FUNDS. THE FRIENDS shall place all funds raised in a THE
 FRIENDS revenue account that is separate from other THE FRIENDS monies until



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 transferred to the CITY for the Library Renovation Project or until used by THE
 FRIENDS for LIBRARY-approved capital needs.

  h. TRANSFER OF FUNDS. Upon commencement of construction, THE FRIENDS
 shall transfer funds raised in the Capital Campaign to the CITY upon receipt of an
 invoice of expenses for the prior quarter upon confirmation that such expenses are
 allowable LIBRARY-approved capital needs expenses in furtherance of THE
 FRIENDS’ charitable purpose. THE FRIENDS will pay invoices within 30 days of
 receipt.

5. RESPONSIBILITIES OF BOTH PARTIES

  a. COMMUNICATION. Both PARTIES agree to cooperate and communicate openly,
 meet regularly with appropriate personnel present, and discuss issues to identify
 solutions for orderly and efficient operation of the Capital Campaign. At the outset of
 any grant performance, the PARTIES shall each designate an authorized
 representative to function as its primary point of contact for purposes of this MOU,
 and the authorized representatives shall mutually agree upon an initial regular
 meeting schedule for checking in regarding grant performance. This schedule shall be
 flexible and may be changed by mutual oral or written agreement at any time.

  b. COOPERATION AND COORDINATION. To facilitate cooperation and
 coordination, the PARTIES will establish a Building Committee.

 i. MEMBERS. The Members will include the Library Director (or designee), up to
 two additional representatives of the CITY selected, after consultation with the
 Library Director, by the Office of the Mayor, two representatives selected by THE
 FRIENDS Board of Directors, the Library Renovation Project Architect, and upon
 execution of a contract, a representative of the Library Renovation Project
 General Contractor.

 ii. PURPOSE. The Building Committee will exist to facilitate smooth cooperation
 and coordination of effort in conducting the Capital Campaign and the Library
 Renovation Project. The Building Committee will be responsible for any activities
 it determines are needed to increase public awareness of the Library Renovation
 Project and the capital campaign, and to solicit any desired or required public
 input into the Library Renovation project.

 iii. MEETINGS. The Building Committee will meet at least quarterly, but has
 discretion to schedule addition meetings, as needed. A quorum shall be


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 established when a majority of members of the Committee, or their designees, are
 in attendance. The Building Committee will designate one member of the
 committee to be responsible for establishing the agenda and facilitating each
 meeting. The Building Committee will not supplant decision making
 responsibility as laid out otherwise in this agreement. When the Building
 Committee faces decisions where decision-making responsibility has not been
 defined in this agreement, the Building Committee will make efforts to arrive at
 decisions by consensus or may agree to designate decision-making to a member
 of the Building Committee by majority vote. The Building Committee will have
 discretion to schedule meetings, as needed.

c. SUSTAINED COMMITMENT. Both PARTIES acknowledge and understand that
 the scope of fundraising to be undertaken in this capital campaign is significant, and
 agree that, unless this MOU is terminated as provided in section 2(b) above, each will
 undertake their separate and shared responsibilities through completion of the capital
 campaign and Library Renovation Project.

d. ONGOING AND TIMELY NOTICE. Both PARTIES acknowledge and agree that
 each will provide the other with ongoing and timely notice of their progress in their
 respective responsibilities under this MOU, through meetings of the Building
 Committee, and other written communications. THE FRIENDS will provide to the
 CITY, at least quarterly, a report on progress toward completion of the Capital
 Campaign. After the CITY receives notice from THE FRIENDS that the Capital
 Campaign is 85% complete, the CITY will provide, at least quarterly to THE
 FRIENDS, a report on use of the Capital Campaign funds in its progress toward
 completion of the Library Renovation Project.

e. DOCUMENT RETENTION. Both PARTIES agree that documents related to the
 capital campaign and Library Renovation Project will be retained for no less than
 seven (7) years.

f. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAW. Both PARTIES
 agree that all activities undertaken under this MOU will comply with applicable
 Burlington Ordinances, the Vermont Statutes, and federal law.

g. CONFLICTS OF INTEREST. PARTIES agree that no conflict of interest exists or is
 likely to arise in relation to the performance of responsibilities under this MOU.
 PARTIES agree that they will endeavor to ensure no conflicts of interest arise.
 PARTIES agree to notify the other immediately if a conflict of interest arises or is
 likely to arise. In the event a conflict of interest arises, the PARTIES will deliberate


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 and agree in a Building Committee meeting on the necessary action(s) to ensure
 resolution of the conflict of interest.

h. CONFIDENTIALITY. If the Building Committee determines that confidentiality of
 certain information is necessary for completion of the Capital Campaign or the
 Library Renovation Project, the PARTIES shall execute a separate confidentiality
 agreement to the extent allowed by law.

i. INTELLECTUAL PROPERTY. Any intellectual property produced by the PARTIES
 pursuant to performance of their responsibilities under this MOU shall be the property
 of the respective party generating its production, unless otherwise agreed in writing.

j. CONSTRAINTS. The PARTIES acknowledge the following constraints on their
 mutual efforts under this MOU:

 i. All restrictions associated with public funds (local, state, or federal funding),
 including for construction materials, procurement, private advertising, and use of
 public land, shall be observed even if they impact project flexibility, costs, and
 timelines. The CITY shall have sole discretion as to whether to accept such public
 funding subject to conditions.

 ii. All applicable public bidding and CITY procurement policies and regulations must
 be followed as directed by the CITY.

  iii. Private and Public Funding cannot be guaranteed.

 iv. Unforeseen fluctuations occur in the philanthropic environment and general
 economy that could impact THE FRIENDS’ ability to achieve fundraising
 milestones.

 v. Limits to organizational capacity exist, including in the areas of staffing and
 financial resources.

k. DISPUTE RESOLUTION. Neither party shall file any litigation arising from this
 MOU without first attempting in good faith to resolve the PARTIES’ dispute through
 negotiated settlement or mediation; provided, however, that any applicable statute of
 limitations shall toll during any period in which the PARTIES are actively and
 mutually engaged in dispute resolution; and provided further that nothing herein shall
 prevent either party from seeking emergency relief in appropriate circumstances from
 a court of competent jurisdiction. Subject to the foregoing, if the PARTIES are not


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 able to resolve their dispute through negotiated settlement, they shall engage in good
 faith in mediation for a minimum of four (4) hours. The services of the Burlington
 Community Justice Center may be used for this purpose unless the PARTIES mutually
 agree to use the services of a particular mediator not associated with the Community
 Justice Center. If the PARTIES do not reach agreement through mediation, they will
 meet and confer in good faith to discuss other processes for alternative dispute
 resolution, including, without limitation, binding or nonbinding arbitration, a
 settlement conference with a judicial officer if formal litigation has been filed, and
 early neutral evaluation. In case of any litigation arising from this MOU, the prevailing
 party shall be entitled to reasonable attorneys’ fees and costs.

6. ENTIRE AGREEMENT. This MOU contains the entire understanding of the PARTIES
 with respect to the subject matter of this memorandum. Modifications shall only be
 valid if agreed to in a formal written amendment to this MOU, properly executed and
 approved by both PARTIES.

7. INTERPRETATION. The PARTIES are independent contractors, and neither is the
 agent or principal of the other. There are no third-party intended beneficiaries of this
 MOU. This MOU shall not be construed against either party but instead in case of any
 ambiguity shall be construed in such manner as best effectuates its objects and
 purposes. If any part of this MOU is held by a court of competent jurisdiction to be
 invalid or unenforceable, the remainder of the MOU shall remain in force and effect to
 the extent necessary to effectuate the original intent of the PARTIES as closely as
 possible.

8. WAIVER, ASSIGNMENT, AMENDMENT. No waiver, assignment, or amendment to
 this MOU shall be valid unless in a writing executed by both PARTIES,
 notwithstanding the passage of time, and no waiver shall be deemed a continuing
 waiver of the same or any other provision hereof.

9. NOTICE. Any notice required under this MOU shall be delivered to the CITY at the
 City Attorney’s Office, City Hall and to the FRIENDS at its principal place of business
 as set forth in its registration with the Vermont Secretary of State, unless another
 address for notice is given by notice.

10. CHOICE OF LAW, VENUE. This MOU shall be construed according to Vermont law,
 notwithstanding conflicts of law principles. Venue for this MOU shall be proper in
 Chittenden County, Vermont, notwithstanding any law to the contrary.




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 11. SIGNATURE. Persons signing for the PARTIES hereby swear and affirm that they are
 authorized to act on behalf of their respective PARTY. This MOU may be executed in
 counterparts, each of which shall be deemed an original, and it may be executed
 electronically, and an electronic copy or other facsimile shall be treated as an original.

IN WITNESS WHEREOF, the PARTIES have executed this Agreement as of the Effective Date.

CITY OF BURLINGTON FRIENDS OF FLETCHER FREE
 LIBRARY, INC.
By: ___________________________
Name: _________________________ By: ___________________________
Its: ____________________________ Name: _________________________
 Its: _____________________________




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

 Department: Fletcher Free Library Submitter: Mary Danko

 Title/Subject: City of Burlington & Friends of Fletcher Free Library Capital Campaign MOU

 Approval Requested: Meeting Date:
 ☒ Board of Finance 10/21/2025
 ☒ City Council 11/3/2025
 ☐ 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 10/1/2025 Mary Danko

 Mayor’s Office Yes 10/2/2025 Chief of Staff Erin Jacobson
 Board/Commission N/A Click or tap to Click or tap here to enter text.
 enter a date.
 City Attorney’s Office for memo and Yes 10/2/2025 CA Sturtevant
 contracts or legal documents
 City Attorney’s Office for memo and Yes 10/2/2025 CA Sturtevant
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 10/3/2025 CAO Katherine Schad
 Human Resources, if personnel action N/A Click or tap to Click or tap here to enter text.
 or policy enter a date.
 CIO, if IT-related N/A Click or tap to Click or tap here to enter text.
 enter a date.




 Page 78 of 165
TO: City of Burlington, Board of Finance
 City of Burlington, City Council


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

DATE: October 15, 2025

SUBJECT: Request to execute a ground lease agreement with Beta Technologies



REQUEST
The Patrick Leahy Burlington International Airport ("Leahy BTV") respectfully requests approval and
authorization to execute a ground lease agreement with Beta Technologies for the purpose of building
hangar space on the airfield.




Background
In 2024, the Airport published a map identifying all available locations (attached) for aeronautical
development on the airfield. As part of this process, we received a few requests to build hangars on
various locations. Specific to Area 5 labeled on the map, Beta technologies has identified this area and
requested to lease from the Airport this parcel to build a hangar to support their mission along with
their general aviation fleet. Area 5 is an unimproved lot of land, although it does have some
underground infrastructure to support stormwater/underground systems which have been identified
within the Beta discussions.

Beta Technologies has been a tenant at Leahy BTV since 2019. During this time, Beta has invested
time and resources to improve spaces they occupy at the Airport. Beta is seeking additional hangar
space. There are no existing hangars available for lease, so Beta is proposing to lease the ground space
identified as Area 5 to build a hangar. Beta Technologies plans to fund and build the hangars and will
maintain the space. The adjacent apron will remain available to the public as long as the area is not
interfering with egress from the newly proposed hangar.




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 Page 2 of 2


Lease Terms
The proposed amendment includes the following key terms:
 • Effective date: ________, 2025
 • Term: 30 years
 • Rental Rate: $0.50/land sf/month for an annual total of $13,672.50 annually, or $1,148.49 per
 month.
MOTIONS:

Airport Commission

 Recommend memo as presented

Board of Finance:

 “To approve and recommend that the City Council authorize the Mayor of the City of Burlington
 to execute the lease with Beta Technologies 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 Beta Technologies
 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.”




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BTV Draft 10/14/25


 GROUND LEASE

This Ground Lease (“Agreement” or “Lease”) is dated as of _____________, 2025 (the “Effective Date”)
and is made by and between Beta Technologies, Inc., a Delaware corporation with a place of business in
Burlington, Vermont (the “Tenant”) and the City of Burlington, a Vermont municipal corporation located
in Chittenden County, Vermont (the “Landlord”) acting by and through Burlington International Airport.

 Recitals

 A. Landlord owns the real property (the “Property”) operated as the Patrick Leahy Burlington
International Airport (the “Airport”) in South Burlington, Vermont, which is more particularly shown on
Exhibit A attached hereto.

 B. Landlord listed a portion of the Property as being available for lease and improvement, and
Tenant, the only party who responded to such listing with a proposal to lease and improve such portion of
the Property, responded to such listing by letter dated June 23, 2025 (collectively, the “Procurement”).

 C. Tenant desires to ground lease a portion of the Property for the purpose of constructing and
operating a project, consisting of a ±13,000 sq. ft. hangar containing a small flight training space to support
aeronautical services and provide aircraft storage for other Airport tenants and users, together with related
site improvements including parking, landscaping, lighting, driveways, walkways, service areas, and
utilities (the “Project”), all to be used for commercial aeronautical purposes beneficial to the City, the
aviation community, and the general public.

 D. The portion of the Property on which the Project is proposed to be constructed is known as
“Aeronautical Use Site, Area 5”, consisting of approximately 0.275 acres of land, more or less, and is
depicted on Exhibit B-1 attached hereto and is described on Exhibit B-2 attached hereto (the “Premises”).
[NTD: Survey to be provided by Beta to more particularly determine the Premises]

In consideration of the mutual covenants and agreements herein set forth, and in reliance on the
representations and warranties contained herein, the parties hereby agree as follows:

Section 1. Premises; Project Milestones; Retained Rights; Condition; Landlord Obligations.

 (a) Premises. Landlord does hereby demise, let, rent and lease unto Tenant, and Tenant hereby
hires and rents from Landlord, the Premises together with (i) the appurtenances, rights, privileges and
easements in any way now or hereafter appertaining thereto to the extent required for Tenant’s reasonable
use of the Premises (as determined by Tenant), (ii) the right, title and interest of Landlord in and to the land
lying in the streets, avenues, ways and roads in front of and adjoining the Premises to the extent required
for Tenant’s reasonable use of the Premises (as determined by Tenant), and (iii) all existing improvements
and equipment on the Premises as of the Commencement Date, all subject to the terms and conditions of
this Agreement. In addition, Tenant shall have, and Landlord hereby grants to Tenant the right, to use the
apron adjacent to the Premises and connecting to the Airport’s broader airfield (the “Apron”) consistent
with applicable regulations of the Federal Aviation Administration (“FAA”) governing the use of federal
funds, which require the shared use of the Apron by other Airport users. Notwithstanding anything to the
contrary, Landlord shall at all times ensure that Tenant’s aircraft may cross the Apron and/or portions of
the Airport adjacent to the Premises to connect, on a continuous and unimpeded basis, the Premises with
the taxiways to and within the Airport’s broader airfield. Landlord shall prepare a striping plan for the
Apron depicting such connectivity and submit the same to Tenant for Tenant’s review and approval (subject




 1
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BTV Draft 10/14/25


to Section 44) within forty-five (45) days of the Effective Date.

 (b) Project Milestones. Tenant covenants and agrees to adhere to the following Project
milestones, in all cases subject to Unavoidable Delay:

 i. Tenant shall submit all applications for Permits required for the Project by
 [DATE].
 ii. Tenant shall commence construction of the Project on or before the date that is
 [INSERT] months after the Commencement Date.
 iii. Tenant shall substantially complete construction of the Project on or before the
 date that is [INSERT] months from and after Tenant’s commencement of
 construction.

 (c) Access and Construction. Tenant shall have the non-exclusive right to ingress and egress
over Eagle Drive, DaVinci Drive, and Aviation Avenue, together with adjoining portions of the Property
(including the extension of Eagle Drive through the parking area adjacent to 15 Eagle Drive), as necessary,
to provide continuous and unimpeded vehicular and pedestrian access to and from the Premises to and from
Williston Road. Landlord shall maintain (including snow removal), repair, replace and restore all such
accessways. Tenant shall have the exclusive right and obligation to construct the infrastructure
improvements as may be required by the Permits.

 (d) Retained Rights. Landlord retains the non-exclusive right to maintain, repair or replace all
existing utility lines crossing, on or under the Premises that provide service to the property owned by
Landlord adjoining the Premises, provided (i) Landlord shall provide written notice to Tenant of Landlord’s
intention to undertake such work at least 10 days in advance and afford Tenant the reasonable opportunity
to undertake such work on its own, except in the event of an emergency wherein such advance notice cannot
reasonably be given (provided that in such event Landlord gives such advance notice as it reasonably can),
(ii) Landlord shall exercise its retained rights hereunder in a manner that does not unreasonably interfere
with the construction and operation of the Premises or the Project, and (iii) any damage or disturbance to
the Premises or the Project caused by or resulting from the exercise of the Landlord’s retained rights
hereunder shall be repaired or restored at Landlord’s sole cost and expense promptly following, and to a
condition equal to or better than that existing prior to, such damage or disturbance. In addition, if and to
the extent Landlord reasonably determines to require rights on, over, under, upon, across, or through the
Premises for Landlord to operate the Airport, including rights of ingress and egress to adjoining lands of
Landlord, Tenant will reasonably cooperate with Landlord to provide the same, provided that in all events
Tenant’s refusal to provide such rights will not be considered unreasonable if the use of such rights by
Landlord would unreasonably interfere with Tenant’s construction upon and operation of the Premises or
the Project. Without limitation and subject in all respect to the foregoing, Landlord shall have the right and
obligation to maintain, repair, and replace an existing stormwater management vault to remain on the
Premises over which the Project will be constructed. If Landlord’s work with respect to such vault requires
an interruption in Tenant’s use of the Premises for more than three (3) days, then for the duration of such
work (i) Rent shall abate, and (ii) Landlord shall provide an alternate location on the Property to which
Tenant may, at Landlord’s cost, relocate its operations from the Premises for the duration of such work.

 (e) Condition of Premises. Tenant acknowledges that it has completed such investigations,
testing, analysis and due diligence of and with respect to the Premises and Landlord’s title as Tenant has
determined to be necessary for Tenant’s intended use thereof. Except as expressly provided in this
Agreement, Tenant accepts the Premises and such title “as is” and “where is” without any representations,
warranties or assurances by Landlord as to the condition of the same or its suitability for any particular
purpose, subject only to those exceptions to title set forth on Schedule 1(d) hereto, as well as such other
exceptions to title and/or encumbrances contemplated by the terms of this Agreement (the “Permitted



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Encumbrances”). Landlord expressly disclaims any and all representations and warranties with respect to
the suitability of the Premises for Tenant’s intended use or for any other use except as expressly provided
in this Agreement.

 (f) Landlord Obligations.

 i. Access. Landlord shall ensure reasonable non-exclusive ingress and egress to and
 from the Premises, for the benefit of Tenant and Tenant’s designees, from the
 public aircraft runways, taxiways, ramps, the Apron, and private access roads
 serving the Premises, including through vehicle access gates 12A and B and over
 Eagle Drive, DaVinci Drive, and Aviation Avenue, together with adjoining
 portions of the Property (including the extension of Eagle Drive through the
 parking area adjacent to 15 Eagle Drive).

 ii. Landlord Maintenance. Landlord shall maintain (including snow removal), repair,
 replace and restore the Apron and all other means of ingress and egress to and from
 the Premises from the public aircraft runways, taxiways, ramps, and private access
 roads serving the Premises, including through vehicle access gates 12A and B and
 over Eagle Drive, DaVinci Drive, and Aviation Avenue, together with adjoining
 portions of the Property (including the extension of Eagle Drive through the
 parking area adjacent to 15 Eagle Drive).

 iii. Reserved.

 iv. Additional Property Rights. Landlord shall grant to the Tenant such rights and
 easements as may be necessary to enter upon portions of the Property outside the
 Premises to facilitate Tenant’s construction of the Project and use of the Premises,
 in compliance with Applicable Laws and subject to the rights of others, if any,
 under existing leases of portions of the Property.

 v. Development Encumbrances. If Landlord’s consent or joinder shall be required for
 the grant of, or for the vacation or abandonment of, any easements, rights of way,
 covenants, leasehold condominium regimes or other title matters encumbering the
 Premises in connection with the development of the Project and/or the demolition,
 construction, renovation, alteration or replacement of any portions of the Project
 (collectively, “Development Encumbrances”), Landlord’s consent shall be given
 subject to Section 44, provided that (a) Landlord shall not be required to incur any
 material expense or liability (and any such expense or liability shall be promptly
 reimbursed by Tenant to Landlord upon request), and (b) Landlord’s consent shall
 not be considered unreasonably withheld if the proposed Development
 Encumbrance is prohibited by Applicable Laws or if the proposed Development
 Encumbrance would materially impair Landlord’s ownership or use of the
 Premises upon expiration or earlier termination of this Lease or Landlord’s
 operation of the Airport. For additional clarity, Development Encumbrances may
 include construction easements, easements or rights of way for installation of
 water, gas, steam, electricity, telephone, cable or other communication service,
 sewer, district energy, chilled or heated water, storm drainage and other utilities,
 and easements or rights of way for streets, roads, alleys, or other access.
 Notwithstanding the foregoing, any leasehold condominium regime that affects the
 Premises shall explicitly provide that the condominium regime shall automatically
 terminate upon the expiration or earlier termination of this Lease.



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Section 2. Commencement Date; Initial Term; Extension Term.

 (a) Landlord and Tenant agree that the term of this Agreement (“Term”) shall commence upon
the Effective Date (the “Commencement Date”) and expire at 11:59 p.m. local time on the day prior to the
thirtieth (30th) anniversary of the Commencement Date (the “Fixed Expiration Date”), subject to earlier
termination in accordance with the terms set forth in this Agreement. For additional clarity, the Term of the
Lease shall be for a period of twenty-nine (29) years, three hundred sixty-four (364) days.


Section 3. Use of Premises; Design, Permitting and Construction Contract.

 (a) Use. Except as otherwise provided in this Lease, Tenant shall use the Premises for the
construction of the Project and for general aviation use and for no other purposes without Landlord’s prior
written consent (subject to Section 44). The construction, operation, and maintenance of the Project shall
be performed in material compliance with the requirements of this Agreement. Notwithstanding any other
provision of this Lease, in all instances the Premises shall only be used in conformance with the Permitted
Encumbrances and with the duly adopted federal, state, and municipal ordinances and regulations
applicable to the Premises from time to time (“Applicable Laws”). Tenant acknowledges that, as of the
Effective Date, the Airport Compliance Manual published by the FAA requires that the Premises shall only
be used for “aeronautical activity”, which term is currently defined as “any activity which involves, makes
possible, or is required for the operation of an aircraft, or which contributes to or is required for the safety
of such operations”.

 (b) Design, Permitting and Construction Contract. Landlord’s and Tenant’s obligations with
respect to the design, permitting and contracting for construction of the Project are set forth below in this
Section 3(b).

 (i) Permits. Tenant shall compile the necessary information and diligently file
 complete applications for all Permits and shall thereafter use good faith efforts to
 pursue the Permits at Tenant’s sole cost and expense. Tenant shall deliver to
 Landlord in advance of filing copies of any and all applications for any Permits
 (with respect to which the term “applications” includes all materials delivered
 therewith or in support thereof) for the Landlord’s prior approval (subject to
 Section 44). Landlord shall cooperate with Tenant in Tenant’s efforts to obtain the
 Permits, including by promptly executing and returning to Tenant all applications
 therefor prepared by Tenant at its expense, subject to the Landlord’s review and
 approval rights as provided above. Landlord acknowledges that Tenant has filed
 applications for multiple Permits prior to the Effective Date of this Agreement and
 that Landlord has provided all approvals and consents with respect thereto as
 contemplated in this Section 3(b)(i). Tenant shall use good faith efforts to keep the
 Landlord apprised of the status of its efforts to obtain the Permits and the status of
 any related appeal being prosecuted or defended by Tenant. In particular, Tenant
 shall keep Landlord reasonably apprised of any proposed Permit conditions that
 would affect the Property outside of the Premises, and Landlord shall have the
 right, in Landlord’s sole but reasonable discretion, to reject (or to require Tenant
 not to accept) any such conditions that would materially adversely affect the
 Property outside of the Premises.

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 Landlord for Landlord’s review (at Landlord’s sole cost and expense) and prior
 written approval (subject to Section 44) all design, plans, and specifications to be
 included in the Construction Contract (defined below) for the Project including
 with respect to its physical layout, pedestrian and vehicular traffic circulation and
 impacts, parking requirements, security features, exterior building appearance,
 durability of construction materials, durability of structural design, durability of
 construction finishes, grading and utilities, stormwater improvements, exterior
 lighting and landscaping (the “Plans and Specifications”). The parties will seek
 satisfaction of this requirement with respect to the permit-level Plans and
 Specifications during the period when Tenant is preparing applications for Permits
 (recognizing, as provided in Section 3(b)(i) that Tenant has already made
 application for certain Permits with respect to which Landlord has approved all
 Plans and Specifications), and the parties will seek satisfaction of this requirement
 with respect to other Permits and with respect to the construction-level Plans and
 Specifications prior to Tenant entering into the Construction Contract.
 Notwithstanding the foregoing or anything to the contrary, Landlord’s review and
 right to approve of Plans and Specifications with respect to the Project shall be
 limited to confirming conformance of the Plans and Specifications with approved
 Permits and any applicable FAA requirements, reviewing exterior and structural
 design and materials for durability and aesthetic conformity with the Airport, and
 reviewing plans related to utilities and stormwater infrastructure for compatibility
 with the Airport’s existing utilities and stormwater infrastructure.

 (iii) Construction Contract. Tenant shall use good faith efforts to negotiate and enter
 into a construction contract with a reputable contractor (the “Contractor”) for the
 construction of the Project on terms acceptable to Tenant in its sole and absolute
 discretion (the “Construction Contract”). Any subcontracts that are required to be
 bonded under the Construction Contract, as may be determined by Tenant in its
 sole and absolute discretion, shall also name Landlord as a dual obligee. The
 Construction Contract shall include a guaranteed completion date not longer than
 twenty-four (24) months after commencement (subject to force majeure events as
 defined in the Construction Contract).

Section 4. Construction Period.

 (a) Construction Period. The period during which the Project will be constructed is referred to
herein as the “Construction Period”. Tenant shall construct the Project during the Construction Period, at
its sole cost and expense, in accordance with the Permits and in accordance with the Plans and
Specifications for the Project that the City has reviewed and approved under and in accordance with Section
3(b) of this Agreement.

 (b) Cooperation. Tenant recognizes that its development and construction activities will
impact the operation of the Airport. The parties will consult and cooperate with one another to schedule
and conduct development and construction activities to minimize such impacts. During the Construction
Period, the Landlord shall reasonably cooperate with Tenant in arranging for Tenant and the Contractor to
use portions of the Property outside the Premises for the development and construction of the Project, as
follows:

 (i) Landlord shall provide Tenant with temporary and permanent access to utility
 services for the benefit of the Premises (or allowing the extension of such services
 as a part of the scope of the work) in a manner reasonably acceptable to Landlord.



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 Tenant shall separately meter any utility services provided to or used by Tenant,
 and if the utility service provider does not allow such usage to be separately
 metered, then Tenant shall submeter such usage and shall reimburse the Landlord
 for any such usage as indicated by such submeter as Additional Rent in accordance
 with Section 5(f) herein.

 (ii) Landlord shall provide Tenant with adequate ingress and egress to the Premises
 for construction equipment and related traffic (including necessary temporary or
 permanent modification of existing streets, drives or curb cuts) in a manner
 reasonably acceptable to Landlord. Tenant shall reimburse the Landlord for any
 out-of-pocket expenses incurred to modify existing streets, drives or curb cuts in
 accordance with the previous sentence.

 (iii) Tenant shall be solely responsible to secure and manage Tenant’s construction site.

 (c) Approved Plans and Specifications. No material deviations from the approved Plans and
Specifications may be made without the written prior approval of the Landlord (subject to Section 44) and
subject to the Landlord’s review parameters as set forth in Section 3(b)(ii). Tenant shall notify the Landlord
in writing of any such proposed changes in the Plans and Specifications and such changes must have the
prior written approval of the Landlord (subject to Section 44) before they may be implemented.

 (d) Authorized Representatives. Tenant and the Landlord have designated authorized
representatives as set forth more specifically on Exhibit C. Either party may change its authorized
representative(s) at any time by written notice to the other party without the consent of the other party. One
or more authorized representatives shall be available on a daily basis to review, comment upon and render
decisions promptly with respect to the construction of the Project. The authorized representatives are
authorized to act on the behalf of the parties with respect to the construction of the Project. Except as
otherwise specifically provided by this Agreement, any directions, approvals or other authorizations,
written or verbal, given by any person other than an authorized representative shall not be binding on a
party. One or more authorized representatives from each party shall meet on a weekly basis at mutually
agreeable times and locations during the Construction Period.

 (e) Construction Inspection. During the Construction Period, Landlord’s representative(s)
shall have the right to attend jobsite meetings for the purpose of observing the progress of the work. Nothing
herein contained shall be construed as an obligation upon the Landlord to inspect the work. If Landlord
reasonably determines that construction is not proceeding in substantial and material accordance with the
approved Permits and/or applicable FAA requirements, and the Landlord gives prompt notice to Tenant of
the particular substantial and material deviation, deficiency, error or omission, the parties shall promptly
meet to address reasonable concerns raised in such notice. The Landlord shall not communicate directly
with Tenant’s Contractor or any of its subcontractors or material suppliers without an authorized
representative of Tenant being present.

 (f) Professional Certifications. Tenant shall obtain the services of a Vermont licensed engineer
and architect, reasonably acceptable to the Landlord, to perform quality control observations, inspections,
and testing for the Tenant and to properly document and certify that the completed Project conforms with
the approved Plans and Specifications. Tenant shall direct its engineers, architects and other licensed
professionals to provide the Landlord with all third-party inspection reports related to the Project at the
same time as they are submitted to Tenant or Tenant’s representatives or agents. If the Landlord determines
it necessary to hire its own third-party inspector(s), it will be at the Landlord’s expense and the Landlord’s
inspector(s) will be allowed to perform testing and take samples as they reasonably deem necessary or
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 (g) Construction Completion Deliverables. Upon completion of construction, Tenant shall
provide Landlord with the following: (i) a certification from Tenant’s architect that the Project has been
constructed in material accordance with the approved Plans and Specifications and with the Permits and
approvals issued therefor; (ii) a certification from Tenant’s professional engineer that all grading and
utilities, including electrical, communications, natural gas, stormwater, water and sewer, necessary for the
Project shall have been completed in material accordance with the approved Plans and Specifications and
with the Permits and approvals issued therefor; (iii) evidence reasonably satisfactory to Landlord that all
approvals, certificates of occupancy and filings necessary for the Project’s legal use and occupancy shall
have been issued by the regulatory authorities with jurisdiction over the Project; (iv) documentation
evidencing that all contractors have been paid in full for the Project and that no claims for payment are
outstanding; (v) as-built drawings in AutoCAD and PDF formats for the completed Project; and (vi) all
additional documentation prepared by Tenant’s engineer and architect with respect to the Project including
notes, photographs, reports, quality control testing reports, change orders, and submittals, provided in an
electronic format specified by Landlord.

 (h) Insurance During Construction Period. Throughout the Construction Period, Tenant shall
obtain and maintain the types of insurance required under Section 15 of this Agreement.

Section 5. Rent; Airport Landing Fees.

 (a) Base Rent. Commencing on the date that Tenant receives a certificate of occupancy (or its
 functional equivalent) from the City of South Burlington for the Project (the “Rent Commencement
 Date”), Tenant shall pay “Base Rent” to Landlord at the address specified in Section 5(g) or at such
 other location as Landlord may hereafter designate in writing in the amount of $0.50/land sf/month
 for an annual total of $13,672.50 annually, or $1,148.49 per month.

 (b) Annual Increase in Base Rent. The Base Rent shall be adjusted on July 1 of each year
 during the Term by the percentage increase in the Consumer Price Index for all Cities, all Urban
 Consumers, Northeast Region, (CPI-U-NE, 1982-84=100) (the “Price Index”) published just prior
 to July 1 of each such year by the Bureau of Labor Statistics of the United States Department of
 Labor over the corresponding value so published just prior to July 1 of the prior year during the
 Term, subject to a minimum increase of 2% and a maximum increase of 6% in any year. If the
 government body issuing the Price Index ceases to use the 1982-84 average of 100 as the basis of
 calculation, the Price Index shall be adjusted to mathematically account for the adjustment to the
 base year. If the Price Index (or a successor or substitute) ceases to be published, Landlord shall
 have the right subject to Tenant’s approval (subject to Section 44) to select another similar index,
 published by a governmental or other non-partisan body, with appropriate reconciliation of the base
 of the substituted index with the base of the Price Index. In addition, Base Rent shall adjust as of
 every tenth (10th) anniversary of the Rent Commencement Date to the amount of ground rent then
 charged by the Airport to its other tenants as approved by the FAA, provided that in no event shall
 the amount of Base Rent increase or decrease by more than twenty percent (20%) over the prior
 lease year as a result of any such decennial adjustment. There shall be no separate Price Index
 adjustment for years on which such decennial Base Rent reset is made.

 (c) Additional Rent; Rent Defined. In addition, for each lease year Tenant agrees to pay all
 sums of money or charges of whatsoever nature required to be paid under any provisions of this
 Agreement by Tenant to Landlord (“Additional Rent”), whether or not the same are designated as
 additional rent, on the next Base Rent payment date following written notification of such sums or
 charges in the same manner as Base Rent, provided that if such notification is given fewer than
 fifteen (15) days prior to the next installment of Base Rent coming due, then such amount of



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 Additional Rent shall be due on the second next Base Rent payment date following such
 notification. Base Rent and any Additional Rent or other sums or charges are collectively referred
 to herein as “Rent.” It is understood and agreed that the Rent to be paid to Landlord by Tenant
 hereunder shall be absolutely net to Landlord, and that all costs, expenses and obligations of every
 kind and nature whatsoever relating to the Premises shall be paid by Tenant directly to the party
 invoicing the same or in the form of Additional Rent, and this Agreement shall be interpreted and
 construed to that effect.

 (d) Rent Payment. Except as otherwise specifically provided in this Agreement, all Base Rent
 shall be paid in monthly installments in arrears, without demand or setoff, on the first (1st) day of
 each month throughout the Term and Base Rent for any period of less than a full month shall be
 prorated on a per diem basis. Except as otherwise expressly provided in this Agreement, any and
 all Rent and other sums payable under this Agreement shall be paid without notice, demand,
 counterclaim, set off, deduction, or defense and without abatement, suspension, diminution, or
 reduction, and the obligations and liabilities of Tenant under this Agreement shall in no way be
 released, discharged or otherwise affected by reason of any occurrence whatsoever. Payment shall
 be made at the office of the Director of Aviation, Burlington International Airport, 1200 Airport
 Drive #1, South Burlington, Vermont 05403. Any Rent which has not been paid when due shall
 incur interest at the rate of 1.5% per month.

 (e) Utilities and Services. Tenant shall, at its sole cost and expense, cause to be furnished and
 shall pay for all utilities and services necessary or desirable for Tenant’s use of the Premises,
 including water, sewer, gas, electricity, communications, stormwater, and trash and recycling pick-
 up and disposal. Tenant covenants to pay the charges for all such utilities and services prior to
 delinquency and to keep the Premises free and clear of any lien or encumbrance of any kind
 whatsoever constituting a charge against the Premises arising from the nonpayment or a
 delinquency in payment for said utilities or services. No trash is allowed to be stored outside unless
 it is in an approved trash container located in an approved area. If Tenant fails to comply with the
 requirements of this provision, then Landlord reserves the right to fulfill Tenant’s obligations and
 all costs incurred by Landlord in connection therewith shall immediately be paid by Tenant to
 Landlord as Additional Rent.

 (f) Aircraft Landing Fees; Other Fees. In addition to Rent due hereunder, Tenant shall pay the
 following fees as generally applied to Airport users and as generally applied to the applicable type
 of aircraft:

 (i) Aircraft Landing. On or before the 10th day of each month, Tenant shall provide
 the Airport’s Director of Aviation with a listing of its Aircraft Landings during for
 the preceding month. “Aircraft Landing” means any aircraft being utilized at the
 Airport by or on behalf of Tenant in carrying out the business which is authorized
 by this Agreement (including but not limited to aircraft owned or leased by Tenant,
 aircraft providing services to Tenant pursuant to contract whether oral or written,
 and aircraft being parked in or on the Premises).

 (ii) Landing Fees. Tenant shall pay Landlord Airport Landing fees at the rate
 established by Landlord in its sole discretion and applicable to other aircraft
 landing at the Airport at that same time. Landlord shall issue an initial Airport
 Landing fee on the Effective Date and provide Tenant written notice seven (7) days
 in advance if the Airport Landing Fee is changed by Landlord. Tenant shall pay
 Landlord the then-applicable Aircraft Landing fees on or before the last day of
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 Tenant during the preceding month. Such payments shall be paid at the office of
 the Airport’s Director of Aviation without billing.

 (iii) Late Payment of Landing Fees. If Tenant fails to promptly pay due Airport
 Landing fees on or before their due date, they shall be considered past due and
 shall incur interest at a rate of 1.5% per month.

 (iv) Records. Tenant shall keep and maintain a complete and accurate set of records
 of all the Aircraft Landings for the use of Landlord and payment of fees required
 under this Agreement for three (3) years. Tenant shall make such records available
 for inspection and copying by Landlord at any and all reasonable hours and times.
 Landlord shall have the right, at its expense and on reasonable notice, from time
 to time, but in no event more than once in any 12-month period, to audit the records
 and other data of the Tenant relating to the provisions and requirements hereof,
 provided such inspection is made during regular business hours. If Tenant is found
 to have under-reported Aircraft Landings by five percent or more, then Tenant
 shall pay the full cost of the audit.

 (v) Other Fees. Tenant shall direct all entities obligated to pay any transient aircraft
 landing, tie down, parking, and seat charges directly to Landlord or the fixed base
 operator for Landlord.

Section 6. Reserved.

Section 7. Project; Capital Reserve Account.

 (a) Modifications. During the Term and following completion of construction of the Project,
Tenant shall not modify or alter the structural design or exterior appearance of the buildings constructed on
the Premises or the related site improvements in a manner that diminishes their quality without prior written
approval of Landlord (subject to Section 44 provided that the Deemed Approval provision thereof shall not
apply) to ensure the Project’s compatibility with the functionality of the Airport, provided that structural
modifications required from time to time to support ongoing needs of Tenant shall not require Landlord
approval.

 (b) Title to the Project. During the Term and until the expiration or earlier termination of this
Agreement, title to the Project shall belong solely to Tenant, and Tenant alone shall have the right to operate,
manage, repair, replace, maintain and further improve the Premises and the Project subject to the terms and
conditions of this Agreement, and to deduct all depreciation on its income tax returns with respect thereto.
Landlord hereby waives any right to claim a lien or security interest in Tenant’s fixtures and personal
property and, to the extent applicable, waives any statutory right of distraint in or to Tenant’s fixtures and
personal property; the foregoing shall not be construed to limit Landlord’s ability to seek, obtain or enforce
a judicial lien granted by a court of competent jurisdiction. Tenant shall not damage or remove the Project
without Landlord’s prior written consent (subject to Section 44 provided that the Deemed Approval
provision thereof shall not apply).

 (c) Removal of Project on Expiration or Termination. Unless Landlord shall have agreed to
extend the Term of this Agreement, Landlord may, at its option, notify Tenant in writing delivered at least
thirty-six (36) months prior to the expiration of the Term (or upon shorter notice in connection with the
earlier termination of this Agreement) that following the expiration of the Term all or portions of the Project
must be removed, in which event Tenant shall remove and/or demolish the applicable portions of the
Project, grade the land and then seed it with grass so long as Tenant is able to obtain all municipal and state



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permits and approvals necessary in connection with such demolition and removal, subject only to conditions
that are reasonably acceptable to Tenant. If Landlord notifies Tenant of its desire to have the Project (or
portions thereof) removed and demolished in accordance with this provision, Tenant shall use commercially
reasonable, good faith efforts to obtain permits therefor, but in no event shall Tenant be required to appeal
any denial of such permits, appeal any conditions that it reasonably deems unacceptable or to defend any
appeals made by others in connection with any permits. If Tenant is unable to secure the necessary permits
for demolition, Landlord may attempt to secure said permits. Tenant shall have the right to use the funds
maintained in the Capital Reserve Account (as defined below) in connection with obtaining the permits
required by this provision (i.e., to pay engineers, consultants, attorneys, application fees, etc. in connection
with such permits) and thereafter to pay for the work to remove and/or demolish the Project (or portions
thereof) and then grade and seed the land as aforesaid. If Tenant is unable to secure such permits and
Landlord attempts to secure such permits, then Landlord may use the funds maintained in the Capital
Reserve Account for such purposes, and Landlord agrees to use such funds in a prudent and reasonable
manner. Following the issuance of all such permits and such permits having become final and unappealable,
but in all events after the expiration or earlier termination of this Agreement, Tenant shall promptly remove
and/or demolish the Project (or portions thereof) and then grade and seed the land as aforesaid, and shall
use commercially reasonable, good faith efforts to complete such work in a timely manner, commencing
promptly upon such permits having become final and unappealable (weather permitting) and then diligently
prosecuting such work to completion thereafter. Landlord herein grants to Tenant a license to enter the
Premises and other portions of the adjacent Property as necessary, said license shall take effect upon the
termination or expiration of this Agreement for the sole and exclusive purpose of removing the Project (or
portions thereof). Tenant’s right to use said license is contingent upon Landlord’s notification to Tenant
that the Project (or portions thereof) shall be removed from the Premises. If there are insufficient funds in
the Capital Reserve Account to permit and complete the removal and/or demolition the Project (or portions
thereof) and then grade and seed the land as aforesaid, Tenant shall use its own funds to accomplish the
demolition, grading and seeding required by this provision.

 (d) Title Upon Expiration. Except as set forth in subsection (c) above, upon expiration or
termination of this Agreement all rights and interests of Tenant (and all persons whomsoever claiming by,
under or through Tenant) in and to the Premises and the Project shall wholly cease and title to the Premises
and the Project, including all permanent and temporary non-proprietary improvements, erections and
additions constructed on the Premises by Tenant (but excluding all furniture, proprietary fixtures,
equipment and other personal property of Tenant used by Tenant solely in connection with the operation
thereof, all of which Tenant shall have the right to remove from the Premises at any time prior to the
expiration of the Term) shall automatically vest in Landlord without cost or expense to Landlord and
without further act or conveyance, and without liability to make compensation therefor to Tenant or to
anyone whatsoever, and shall be free and discharged from all and every lien, encumbrance, claim and
charge of any character created or attempted to be created by Tenant at any time other than pursuant to the
specific terms of this Agreement. This provision shall not relieve Tenant from liability for having left the
Premises in unsound or unsafe condition or with encumbered title, in each event other than as permitted in
this Agreement. Tenant, upon the request of Landlord, covenants and agrees to execute a deed and bill of
sale conveying and releasing to Landlord all such rights in the Premises and the Project in a form and
substance reasonably acceptable to Landlord.

 (e) Tenant’s Maintenance Obligations. Tenant shall, at all times during the Term, subject to
the provisions of this Agreement, at its sole cost and expense, keep the Premises in good appearance, order
and repair and in a clean and sanitary condition at all times, including by retaining and engaging pest control
services as necessary. Tenant’s obligations hereunder include all necessary repairs and replacements of the
Premises and its improvements, structural or otherwise, ordinary or extraordinary, foreseen and unforeseen,
including, but not limited to, the roof, exterior and interior windows, doors and entrances, signs, floor
coverings, columns, and partitions, electrical and lighting, heating, plumbing and sewage facilities, and



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HVAC equipment. Such actions include painting, lighting, removal of garbage, landscaping, snow removal,
replacement of broken glass with glass the same size and quality of that broken, and utility services.
Landlord shall not be required to make any repairs of any kind or nature, in, on or to the Premises during
the Term.

 (f) Capital Reserve Account. Within thirty (30) days of the Rent Commencement Date,
Tenant shall establish a joint reserve account for the replacement and demolition of the Project (“Capital
Reserve Account”) in accordance with the following:

 (i) The Capital Reserve Account shall be in the name of Tenant and the Landlord. The
 parties acknowledge and agree that during any period when a Leasehold Mortgage
 is in effect the Leasehold Mortgagee is likely to require that it maintain and control
 the funds maintained in the Capital Reserve Account, and Landlord will agree to
 authorize the Leasehold Mortgagee to maintain and control the funds maintained
 in the Capital Reserve Account so long as such funds are used solely for capital
 replacements and improvements and not used to pay debt service (principal or
 interest), lender fees or expenses, or to pay any other cost, fee or expense.

 (ii) The Capital Reserve Account shall be funded monthly consistent with the
 parameters set forth on Schedule 7(f) and based on a capital reserve study
 performed by a mutually acceptable consultant to Tenant, or otherwise in
 accordance with prudent long term maintenance practices applicable to structures
 and infrastructure similar to the Project as approved by Landlord (subject to
 Section 44). Such funds, including interest earned, from this Capital Reserve
 Account are to be used for major maintenance, repair, and replacement activities
 and not for minor or ongoing maintenance items. Tenant shall inform the Landlord
 in advance of its intent to expend funds from the Capital Reserve Account and the
 purpose of the expenditure, and all expenditures shall be subject to Landlord’s
 prior review and approval (subject to Section 44) subject to the provisions of
 Section 7(f)(iii). Balances in the Capital Reserve Account shall be reviewed
 periodically by Tenant and the Landlord to ascertain whether monthly funding
 levels are appropriate. Tenant shall provide Landlord with annual account
 statements reflecting the balances in the Capital Reserve Account no later than
 June 1 of each year. Provided that the Project is not demolished in accordance
 with Section 7(c) at the expiration or earlier termination of this Agreement, funds
 remaining in the Capital Reserve Account shall be used to perform whatever
 repairs are then necessary to preserve the Project in good quality, habitable
 condition, and any excess funds remaining thereafter in the Capital Reserve
 Account shall become the property of Landlord. If the Project is demolished in
 accordance with Section 7(c) at the expiration or earlier termination of this
 Agreement, funds remaining in the Capital Reserve Account following
 performance of the demolition, grading and seeding shall be disbursed to Tenant.
 If funds from the Capital Reserve Account are used in connection with the repair
 or restoration of the Project following casualty damage in accordance with Section
 16, then after substantial completion of such repair or restoration Tenant shall
 engage a consultant to perform a new life cycle analysis of the Project, and Tenant
 shall thereafter fund the Capital Reserve Account monthly in accordance with such
 life cycle analysis, including any requirements in such analysis to bring the current
 funding to a particular level.

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 Capital Reserve Account during the last five (5) years of the Term shall accumulate
 and shall not be spent until the Landlord determines whether the Project will be
 demolished in accordance with Section 7(c) at the expiration of the Term. If
 Landlord decides that the Project will be demolished, then the Capital Reserve
 Account shall be used to accomplish the demolition, grading and seeding described
 in Section 7(c) and any funds remaining after the performance of such work shall
 be disbursed to Tenant in accordance with Section 7(f)(ii). If Landlord decides to
 have the Project demolished and removed but the parties are unable to obtain
 permits therefor, then the funds held in the Capital Reserve Account shall be
 disbursed to Landlord in accordance with Section 7(f)(ii) as if Landlord decided
 not to demolish the Project. Tenant shall be solely responsible for all costs and
 expenses associated with demolition, grading and seeding, however Tenant may
 use funds from the Capital Reserve Account to perform the work before resorting
 to the use of its own funds. If Landlord does not opt to have the Project demolished
 and removed in accordance with Section 7(c), then the funds held in the Capital
 Reserve Account shall continue to be used for major maintenance, repair, and
 replacement activities in accordance with Section 7(g)(ii) and any funds remaining
 in the Capital Reserve Account at the expiration of the Term, including any
 extensions or renewals thereof, or earlier termination of this Agreement shall
 become the property of Landlord.

Section 8. Taxes and Other Expenses.

 (a) Taxes. Tenant is responsible for payment of all transfer taxes associated with this
Agreement, if any, and shall pay all income taxes, sales and use taxes, and any other taxes imposed on
Tenant in connection with or by reason of its lease of the Premises and its ownership and operation of the
Project. In addition, Tenant shall, from and after the Rent Commencement Date and thereafter during the
Term, pay and discharge punctually, as and when the same shall become due and payable as Additional
Rent, all real estate taxes or ad valorem taxes as assessed by any government then entitled to do so, special
and general assessments and other governmental impositions and charges, extraordinary as well as ordinary,
including any state, regional or local taxes, fees or payments that may be imposed in lieu of such real estate
or ad valorem taxes or assessments (collectively hereinafter referred to as “Taxes”), and each and every
installment thereof which shall or may during the Term be charged, levied, laid, assessed, imposed, become
due and payable, or a lien upon, or for, or with respect to, the Premises or any part thereof, together with
all interest and penalties thereon, under or by virtue of all present or future laws, ordinances, requirements,
orders, directives, rules or regulations of the federal, state, county and municipal governments and of all
other governmental authorities whatsoever (all of which shall also be included in the term “Taxes” as
heretofore defined). For the period between the Effective Date and the Rent Commencement Date, Landlord
and Tenant shall each pay one-half of the Taxes. Landlord shall deliver to Tenant an invoice detailing
Tenant’s share of Taxes, calculated with reference to the assessed value of the land and improvements that
comprise the Premises as determined by the City of South Burlington or any additional or successor taxing
authority.

 (b) Time For Payment. Tenant shall be deemed to have complied with the covenants of this
Section 8 if payment of such Taxes shall have been made either within any period allowed by law or by the
governmental authority imposing the same during which payment is permitted without penalty or interest
or before the same shall become delinquent, and Tenant shall produce and exhibit to Landlord satisfactory
evidence of such payment as and when so requested by Landlord.

 (c) Right To Contest. Tenant or its designee shall have the right to contest or review all Taxes
by legal proceedings, or in such other manner as it may deem suitable (which, if instituted, Tenant or its



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designees shall conduct promptly at its own cost and expense, and, if necessary, in the name of and with
the cooperation of Landlord and Landlord shall execute all documents reasonably necessary to accomplish
the foregoing). Notwithstanding the foregoing, Tenant shall promptly bond off or otherwise cause the
removal of any lien which is placed on the Premises as a result of or arising out of such dispute and Tenant
shall promptly pay all Taxes prior to commencement of any foreclosure, tax sale or other forfeiture
proceeding, the result of which would be loss of title to the Premises to the taxing authority. The legal
proceedings referred to in this Subsection 8(c) shall include appropriate certiorari proceedings and appeals
from orders therein and appeals from any judgments, decrees or orders. If there is any reduction,
cancellation or discharge, Tenant shall pay the amount finally levied or assessed against the Premises or
adjudicated to be due and payable on any such contested Taxes.

 (d) Refunds. Landlord covenants and agrees that if there shall be any refunds or rebates on
account of the Taxes paid by Tenant under the provisions of this Agreement, such refund or rebate shall
belong to Tenant. Landlord will, upon the written request of Tenant, sign such receipts as may be necessary
to secure the payment of any such refund or rebate, and will pay over to Tenant such refund or rebate as
received by Landlord.

 (e) Remedies for Nonpayment. If Tenant shall fail, refuse or neglect to make any of the
payments required by this Section, then Landlord, at its option, may pay the same or any portion thereof,
and the amount or amounts so paid, including reasonable attorneys’ fees and expenses incurred by Landlord
in connection therewith, shall be repaid by Tenant to Landlord within ten (10) days after written demand
by Landlord, and the amount thereof shall be treated as Additional Rent.

Section 9. Requirements of Governmental Authorities.

 (a) Compliance. During the Term, Tenant shall, at its own cost and expense, promptly observe
and comply with all present or future, foreseen or unforeseen, laws, ordinances, requirements, orders,
directives, rules and regulations duly adopted by applicable federal, state, county, and municipal
governments and of all other governmental authorities affecting the Premises or appurtenances thereto or
any part thereof whether the same are in force at the Effective Date or may in the future be passed, enacted
or directed giving full effect to all vesting or “grandfathering” provisions. Tenant shall further so comply
with each and every duly adopted rule, order and requirement of any applicable federal, state, municipal,
legislative, executive, judicial or other governmental body, commissioner or officer or of any bureau or
department thereof, whether now existing or hereafter created, having jurisdiction over the Premises or any
part thereof, or properly exercising any power relative thereto or to the owners, tenants or occupants thereof
including compliance with all regulations and permits for the Project giving full effect to all vesting or
“grandfathering” provisions. Tenant shall maintain the Project and the Premises, and otherwise operate the
Project and the Premises, in conformity with all municipal, state and federal land use permits and approvals
governing the Project or the Premises at any time giving full effect to all vesting or “grandfathering”
provisions.

 (b) Minimum Standards for Commercial Aeronautical Activities. Tenant’s right of access to
the Property for aircraft shall be subject to all applicable federal, state and local laws, ordinances and
regulations, as well as all Airport standards, rules and policies including Minimum Standards for
Commercial Aeronautical Activities now in effect or hereinafter duly adopted or promulgated and
consistently applied by the Airport.

 (c) FAA and TSA. This Agreement is subject and subordinate to FAA regulations duly
adopted and consistently applied governing the use of Airport including those regulations imposed by
reason of the Landlord’s acceptance of federal funds relative to the operation or maintenance of the Airport,
the transfer of federal rights, funds or property to Landlord for Airport purposes, or the expenditure of



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federal funds for the improvement or development of the Airport. In addition, this Agreement may be
amended without further consideration (except as provided below) if and to the extent required by the FAA
or Transportation Safety Administration (“TSA”) or their respective successor agencies as a condition
precedent to Landlord’s receipt of federal rights, funds or property for Airport purposes, or precedent to the
expenditure of federal funds for the improvement or development of the Airport. If the FAA requires
modifications or changes to this Agreement as a condition precedent to Landlord’s receipt or retention of
funds for the improvement of the Airport, Tenant agrees to execute and deliver to Landlord an amendment
to this Agreement (prepared by Landlord) that effects such modifications or changes as may be required to
enable the Landlord to obtain or retain such funds or funding. If any such amendment as described in this
Section 9(c) modifies the terms and conditions of this Agreement in a manner that causes the Tenant to
directly incur costs, expenses or fees that materially modify the financial bargain embodied by this
Agreement or otherwise materially adversely affects Tenant’s use of the Premises or other rights under this
Agreement, then the parties shall use good faith efforts to cooperatively seek to obtain exemptions or
exclusions from the FAA or TSA requirements in an effort to eliminate or minimize the costs or expenses
or other material adverse effects arising from the amendment sought to be imposed and, if such exemptions
or exclusions are not forthcoming, to modify the terms of this Agreement in order to eliminate, minimize
or otherwise fairly account for such costs or expenses or other material adverse effects. Without limiting
the foregoing, the Tenant agrees that it is subject to the terms and provisions of the required federal
provisions included on Exhibit E attached hereto, with the understanding that the Tenant is the
“Contractor” identified therein.

 (d) Livable Wage Ordinance. Tenant shall construct and operate the Project and the Premises
in accordance with the requirements of the City of Burlington Livable Wage Ordinance to the extent such
requirements are applicable to such activities and shall provide the required certification attesting to
compliance with this ordinance on an annual basis (due by April 1st of each year) if requested by Landlord.

 (e) Union Deterrence Ordinance. Tenant shall construct and operate the Project and the
Premises in accordance with the requirements of the City of Burlington Union Deterrence Ordinance to the
extent such requirements are applicable to such activities and shall provide the required certification
attesting to compliance with this ordinance if requested by Landlord.

 (f) Non-Outsourcing Ordinance. Tenant shall construct and operate the Project and the
Premises in accordance with the requirements of the City of Burlington Outsourcing Ordinance to the extent
such requirements are applicable to such activities and shall provide the required certification attesting to
compliance with this ordinance if requested by Landlord.

 (g) No Discrimination. Tenant, for itself and its personal representatives, successors and
assigns, as part of the consideration hereof, does hereby covenant and agree that (i) 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 Tenant’s facilities pursuant to its operations
hereunder; (ii) in the furnishing of services at the Project and the Premises, 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 benefit of,
or otherwise be subjected to discrimination; (iii) Tenant shall ensure compliance with the applicable
provisions of Title VI of the Civil Rights Act of 1964 as amended, Executive Order 11246 as amended by
Executive Order 11375 and as supplemented by the Department of Labor regulations (41 CFR Part 60);
(iv) Tenant shall also comply with the rules, regulations and relevant orders of the Secretary of Labor,
Nondiscrimination regulations 49 C.F.R. § 21 through Appendix C, and Regulations under 23 C.F.R.



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§ 710.405(b); (v) Tenant 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; and (vi) all subcontracts shall include
reference to the above.

 (h) Public Records Act. Any and all records submitted to Landlord, 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 Landlord. 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 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.

 (i) Right to Contest. Tenant shall have the right to contest by appropriate legal proceedings
diligently conducted in good faith, in the name of Tenant, without cost or expense to Landlord, the validity
or application of any law, ordinance, rule, regulation or requirement of the nature referred to in this Section
9 and, if by the terms of any such law, ordinance, order, rule, regulation or requirement, compliance
therewith may legally be delayed pending the prosecution of any such proceeding, Tenant may delay such
compliance therewith until the final determination of such proceeding. Notwithstanding the foregoing,
Tenant shall promptly bond off or otherwise cause the removal of any lien which is placed on the Premises
as a result of or arising out of such dispute, provided that in no event shall Tenant be permitted or authorized
to maintain any such contest if doing so has or would have an adverse effect on the Airport as determined
by Landlord in its discretion.

 (j) Aircraft Parking. Tenant shall abide by all Airport rules concerning parking of aircraft.
Tenant shall not park or allow any contract carrier to park an aircraft 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 as such places as may be prescribed or
permitted by the Airport’s Director of Aviation. Tenant further covenants and agrees to move or cause to
be moved such aircraft from the place where it is parked or stored to any other place as designated and
directed by the Airport’s Director of Aviation. At no time will Tenant occupy or enter any portion of
existing or future Air Carrier Apron as defined by TSA and FAA regulations.

 (k) Security. Tenant shall secure the Premises with construction fencing prior to performing
any work on the Premises during the Construction Period and shall maintain the safety and security of the
Premises during the Term of this Agreement. Tenant 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 Landlord for the administration of the Airport, including but not limited to training
and Secure Identification Area (“SIDA”) Badging requirements. Tenant shall create a security policy
covering the Premises that will include, but not be limited to, security procedures, configurations,
infrastructure and equipment, provision of emergency alerts and notices to Landlord, reporting guidelines,
maintenance of security footage and records, staffing of security personnel, and training of personnel.
Tenant shall be responsible for following this policy. The Landlord shall review the proposed security
policy and any subsequent revisions and, at the Landlord’s sole but reasonable discretion, may either
approve or require changes. Tenant shall, at is sole cost and expense, install, maintain and replace as
necessary all equipment necessary for SIDA compliance, including but not limited to badge readers, locks,
alarms, doors and cameras. Any alterations to existing security configurations, SIDA boundaries,
infrastructure, and equipment will require the Landlord’s prior written consent (subject to Section 44).
Landlord shall reasonably cooperate with Tenant to minimize interference with Tenant’s business
operations, including the installation of SIDA equipment in additional locations as is reasonably determined



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by Tenant to promote efficient circulation within the Premises.

Section 10. Covenant Against Liens. If during the Term, including during the Construction Period,
any mechanic’s lien or other lien shall be filed against the Premises or any portion of the Property because
of any work performed upon the Premises by or at the expense of Tenant, or any failure of Tenant to pay
Taxes in accordance with this Agreement, Tenant shall, at its own cost and expense, cause the same to be
discharged of record or bonded within twenty (20) days after the recording thereof; and Tenant shall
indemnify and save harmless Landlord against and from all costs, liabilities, suits, penalties, claims and
demands, including reasonable attorneys’ fees, resulting therefrom. If Tenant fails to timely discharge any
such lien by payment or bond, Landlord may (but shall not be obliged to) pay the amount of such lien, or
discharge the same by bonding, and the amount so paid shall be deemed to be Additional Rent.

Section 11. Access to Premises. During the Term, Landlord or Landlord’s agents shall have the right
to inspect the Project and the Premises at reasonable times upon reasonable advance notice to Tenant, given
no more than twice in any consecutive 12 month period (except in the event of an emergency).

Section 12. Assignment and Subletting.

 (a) Prior to substantial completion of the Project, neither this Lease nor any interest of Tenant
in this Lease, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise
(each, a “Transfer”), nor shall Tenant sublet the Premises as an entirety or substantially as an entirety,
without the prior written consent of Landlord in each instance. Landlord may withhold such consent in its
sole but reasonable discretion.

 (b) Following substantial completion of the Project, Tenant may, from time to time, effectuate
a Transfer to any person, subject to Landlord’s prior written consent (subject to Section 44 ), provided that
in the instrument effecting the Transfer, the transferee shall assume and agree to perform all of the terms,
covenants and conditions of this Lease from and after the date of the Transfer, including the terms and
conditions of this Lease related to the use of the Premises, subject in all respects to the exceptions and
limitations set forth in this Lease. Tenant shall give Landlord sixty (60) days prior written notice of its
desire to assign this Agreement and shall furnish Landlord with such information as it may reasonably
request indicating that the proposed assignee is reputable and financially responsible. Landlord may
justifiably refuse consent to any assignment based upon (i) the financial position of the proposed assignee;
(ii) the relevant business experience of the proposed assignee; (iii) the proposed use of the Premises (if
different that the permitted uses under this Agreement); (iv) the character and reputation of the proposed
assignee; (v) the economic terms of the proposed assignment; and (vi) any other factor that Landlord
reasonably deems relevant to the proposed assignment. Tenant agrees to reimburse Landlord for any
reasonable third party expenses that may be incurred by Landlord in connection with any proposed
assignment, including the reasonable cost of investigating the acceptability of the proposed assignee and
reasonable third party legal expenses incurred in connection with the granting of any requested consent.

 (c) Notwithstanding anything to the contrary, Landlord’s consent shall not be required and
Section 12(b) shall not apply with respect to any Transfer (i) by the foreclosure of any Leasehold Mortgage
or through a deed or instrument of transfer delivered in lieu of such foreclosure or through a deed or
instrument of transfer by a Leasehold Mortgagee out of foreclosure or next after having received a deed or
other instrument of transfer delivered in lieu thereof, (ii) to a direct or indirect Affiliate of Tenant so long
as the ultimate parent company, currently Beta Technologies, Inc., a Delaware corporation, remains liable
for the obligations of the tenant under this Lease, or (iii) in connection with a Permitted Sale-Leaseback (as
set forth in Section 13(m)). 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



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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.

 (d) Except for a Transfer to an Affiliate pursuant to which the parent company will remain
liable for the obligations of the tenant under this Lease as stated in Section 12(c), from and after a Transfer
by Tenant of its interest in the Premises and this Lease that is permitted pursuant to this Section 12, the
Tenant (meaning, the transferor) shall have no obligation for liabilities under this Lease first arising from
and after the date of such Transfer, provided that in the instrument effecting the Transfer, the transferee
shall assume and agree to perform all of the terms, covenants and conditions of this Lease from and after
the date of the Transfer.

 (e) Except as expressly set forth in Section 12(a), Tenant may, without Landlord’s consent,
enter into subleases, licenses, occupancy agreements or management agreements for the possession,
operation or use of any space in the Project and any amendments thereto (collectively, “Subleases”) with
any person in Tenant’s sole discretion; provided, however, Tenant shall not enter into any Sublease of the
Project (exclusive of Subleases with Affiliates) which, when combined with any other then pending
Sublease of the Project (exclusive of Subleases with Affiliates), exceeds fifty percent (50%) of the
occupiable area of the Project, without Landlord’s prior written consent (subject to Section 44). Whether
Landlord’s consent to a Sublease is required or not, Tenant shall provide Landlord with a copy of each and
every Sublease that Tenant enters into for space in the Project. When Tenant seeks Landlord’s consent to
any Sublease of the Project, Tenant shall provide Landlord with a written list of all then pending Subleases
in the Project and Tenant’s calculation of the occupiable area covered by such Subleases, as well as the
total occupiable area of the Project. Notwithstanding anything to the contrary, Landlord’s consent shall not
be required and this Section 12(e) shall not apply with respect to any Sublease (i) by the foreclosure of any
Leasehold Mortgage or through a deed or instrument of transfer delivered in lieu of such foreclosure or
through a deed or instrument of transfer by a Leasehold Mortgagee out of foreclosure or next after having
received a deed or other instrument of transfer delivered in lieu thereof, (ii) to a direct or indirect Affiliate
of Tenant so long as the ultimate parent company, currently Beta Technologies, Inc., a Delaware
corporation, remains liable for the obligations of the tenant under this Lease, or (iii) in connection with a
Permitted Sale-Leaseback (as set forth in Section 13(m)).

 (f) Except as set forth above in this Section 12, any transfer, assignment or subletting without
the prior written consent of Landlord as provided above shall be void ab initio. Landlord’s consent to a
transfer, assignment or subletting, or to any use or occupancy by a party other than Tenant, shall not
invalidate or constitute a waiver of this provision, and each subsequent transfer or assignment, and each
subsequent use and occupancy by a party other than Tenant shall likewise be made only with the prior
written consent of Landlord.

Section 13. Leasehold Mortgage / Sale-Leaseback.

 (a) Tenant shall have the right to mortgage or pledge its interest in this Lease (a “Leasehold
Mortgage”) to one or more mortgagees (a “Leasehold Mortgagee”) at any time and from time to time. The
term “Leasehold Mortgage” as used in this Agreement shall include a mortgage, a deed of trust, a deed to
secure debt and any other conveyance or agreement for security purposes, which may now or hereafter
affect the Premises. The term “Leasehold Mortgagee” as used in this Agreement shall include the holder
of (including any nominee or administrator) or the beneficiary under, as the case may be, a mortgage, deed
of trust, deed to secure debt or any other conveyance or agreement for security purposes, which may now
or hereafter affect the Premises.

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any Leasehold Mortgage (which notice shall contain the name and office address of the Leasehold
Mortgagee) within ten (10) days after the execution and delivery of such Leasehold Mortgage and a
duplicate original or certified copy thereof.

 (c) Landlord shall give to each Leasehold Mortgagee, at the address of such Leasehold
Mortgagee set forth in the notice from such Leasehold Mortgagee or from Tenant, and otherwise in the
manner provided by Section 25, a copy of each notice given by Landlord to Tenant hereunder (including
notice of an Event of Default) at the same time as and whenever any such notice shall thereafter be given
by Landlord to Tenant, and no such notice by Landlord shall be deemed to have been duly given to Tenant
(and no grace or cure period shall be deemed to have commenced) unless and until a copy thereof shall
have been given to each such Leasehold Mortgagee. The Leasehold Mortgagee (i) shall thereupon have a
period of thirty (30) days more in the case of an Event of Default in the payment of Rent and sixty (60)
days more in the case of any other Event of Default (or in the case of a non-monetary Event of Default
which shall require more than sixty (60) days to cure using due diligence, then such longer period of time
as shall be necessary so long as such Leasehold Mortgagee shall have commenced to cure (or caused to be
commenced such cure) within such 60-day period and continuously prosecutes or causes to be prosecuted
the same to completion with reasonable diligence and continuity), after the applicable period afforded
Tenant for remedying the Event of Default or causing the same to be remedied has expired and (ii) shall,
within such period and otherwise as herein provided, have the right (but not the obligation) to remedy such
Event of Default or cause the same to be remedied. Landlord shall accept performance by or on behalf of
the Leasehold Mortgagee of any covenant, condition or agreement on Tenant’s part to be performed
hereunder with the same force and effect as though performed by Tenant, so long as such performance is
made in accordance with the terms and provisions of this Lease. Landlord shall not object to any temporary
entry onto the Premises by or on behalf of the Leasehold Mortgagee to the extent necessary to effect such
Leasehold Mortgagee’s cure rights, provided such entry is in compliance with Applicable Law.
Notwithstanding anything to the contrary, the Leasehold Mortgagee shall have no obligation to cure an
Event of Default except as expressly provided in this Lease.

 (d) A non-monetary default by Tenant or a non-monetary Event of Default shall not be deemed
to exist as long as the Leasehold Mortgagee, in good faith, (i) shall have commenced to cure (or caused to
be commenced such cure) the default or Event of Default within the time periods provided in Section 13(c),
and continuously prosecutes or causes to be prosecuted the same to completion with reasonable diligence
and continuity (subject to Unavoidable Delays), or (ii) if possession of the Premises or any part thereof is
required in order to cure such default or Event of Default, shall have notified Landlord within thirty (30)
days after the applicable period afforded to Tenant for remedying the default or Event of Default shall have
expired of its intention to institute foreclosure proceedings to obtain possession directly or through a
receiver, and thereafter commences such foreclosure proceedings, prosecutes such proceedings with all
reasonable diligence and continuity (subject to Unavoidable Delays) and, upon obtaining such possession,
commences promptly to cure the default or Event of Default and prosecutes the same to completion with
all reasonable diligence and continuity (subject to Unavoidable Delays).

 (e) Notwithstanding anything in this Section 13 to the contrary, a Leasehold Mortgagee shall
not be required to cure any Incurable Defaults of Tenant, and if any Leasehold Mortgagee, assignee or
transferee shall acquire the Premises pursuant to a foreclosure or transfer in lieu of foreclosure, then any
such Incurable Default by Tenant shall no longer be deemed a default or Event of Default. For purposes of
this Agreement, “Incurable Default” shall mean (i) any Event of Default described in Section 21(a)(iv) or
Section 21(a)(v), (ii) any Event of Default that is personal in nature to the Tenant, and (iii) any Event of
Default that is based upon Tenant’s wrongful assignment of this Lease or any interest therein (other than a
wrongful assignment to such Leasehold Mortgagee).

 (f) With respect to any default or Event of Default, so long as the Leasehold Mortgagee shall



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be diligently exercising its cure rights under this Section 13 with respect thereto within the applicable cure
periods set forth above and so long as, if possession of the Premises is required to cure the same, the
Leasehold Mortgagee shall be taking the actions required by Section 13(d), Landlord shall not (i) re-enter
the Premises, (ii) serve a termination notice, or (iii) bring a proceeding on account of such default to (A)
dispossess Tenant and/or other occupants of the Premises, (B) re-enter the Premises, or (C) terminate this
Lease or the leasehold estate (such rights described in clauses (i), (ii) and (iii) being herein “Landlord’s
Termination Rights”). Upon any cessation of the Leasehold Mortgagee so exercising such rights and
undertaking such activities, Landlord may exercise any of Landlord’s Termination Rights hereunder.
Nothing in the protections to Leasehold Mortgagees provided in this Lease shall, however, be construed to
either (i) extend the Term beyond the expiration date provided for in this Lease that would have applied if
no default had occurred or (ii) require such Leasehold Mortgagee to cure any non-monetary default by
Tenant that is not capable of being cured as a condition to preserving this Lease or, in the case of a Leasehold
Mortgagee only, to obtaining a New Lease as provided in this Section 13.

 (g) The exercise of any rights or remedies of a Leasehold Mortgagee, including the
consummation of any foreclosure or transfer in lieu of foreclosure, shall not constitute a default under this
Lease. A Leasehold Mortgagee shall provide Landlord with prior written notice of its commencement of
any foreclosure or of its commencement of any efforts to cause a transfer in lieu of foreclosure.

 (h) No Leasehold Mortgagee shall become liable under the provisions of this Lease unless and
until such time as it becomes, and then only for so long as it remains, the owner of the leasehold estate
created hereby and no performance by or on behalf of such Leasehold Mortgagee of Tenant’s obligations
hereunder shall cause such Leasehold Mortgagee to be deemed to be a “mortgagee in possession” unless
and until such Leasehold Mortgagee shall take control or possession of the Premises.

 (i) New Lease.

 (i) In the event of the termination of this Lease as a result of an Event of Default by
 Tenant, prior to the expiration of the Term, whether by summary proceedings to
 dispossess, service of notice to terminate, or otherwise, or as a result of any
 bankruptcy, insolvency or similar proceedings, Landlord shall serve upon each
 Leasehold Mortgagee who is entitled to notice, written notice of such termination
 promptly following same, together with a statement of any and all sums which
 would at that time be due under this Lease but for such termination, and of all other
 defaults, if any, under this Lease then known to Landlord. Subject to Section
 13(i)(iv) below, the Leasehold Mortgagee shall thereupon have the option to obtain
 a new lease in accordance with and upon the following terms and conditions, and
 otherwise upon the same terms and conditions and in the same form as this Lease
 (including a term that expires on the same expiration date as this Lease) (a “New
 Lease”):

 i. Upon the written request of such Leasehold Mortgagee, served upon
 Landlord in accordance with Section 25, within forty-five (45) business
 days after service upon the Leasehold Mortgagee of the aforementioned
 notice of termination, Landlord shall enter into a New Lease of the
 Premises with the Leasehold Mortgagee or any designee of the Leasehold
 Mortgagee (such Leasehold Mortgagee or such designee, the “New
 Tenant”).

 ii. The New Lease shall be effective as of the date of termination of this Lease
 and shall be for the remainder of the Term and at the Base Rent and upon



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 all the agreements, terms, covenants and conditions hereof, it being
 acknowledged that the New Lease is effectively a reinstatement of this
 Lease (but with the New Tenant). Upon and as a condition to Landlord’s
 execution of such New Lease, the New Tenant shall pay any and all sums
 which would at the time of the execution thereof be due under this Lease
 but for its termination, as aforesaid, and shall commence to remedy any
 non-monetary defaults (other than Incurable Defaults) under this Lease
 (and the New Lease shall require the New Tenant to diligently continue to
 remedy such non-monetary defaults until cured). Landlord shall have no
 obligation to deliver physical possession of the Premises in connection
 with the giving of any such New Lease to the extent that Landlord shall
 not previously have recovered possession of same.

 iii. Nothing herein contained shall release Tenant from any of its obligations
 under this Lease which shall not have been discharged or fully performed
 by Tenant or by such Leasehold Mortgagee.

 (ii) As between Landlord and such New Tenant, any such New Lease and the leasehold
 estate thereby created, subject to the same conditions contained in this Lease, shall
 continue to maintain the same priority as this Lease with regard to any mortgage
 or any other lien, charge or encumbrance whether or not the same shall then be in
 existence.

 (iii) Upon the execution and delivery of a New Lease under this Section 13(i), all
 subleases which theretofore may have been assigned to Landlord thereupon shall
 be assigned and transferred, without recourse, by Landlord to the New Tenant.
 Between the date of termination of this Lease and the date of execution and
 delivery of the New Lease, if a Leasehold Mortgagee shall have requested such
 New Lease, Landlord shall not enter into any new subleases, cancel or modify in
 any material respect any then-existing subleases or accept any cancellation,
 termination or surrender thereof (unless such termination shall be effected as a
 matter of law on the termination of this Lease) without the written consent of the
 Leasehold Mortgagee, not to be unreasonably withheld or delayed, except as
 permitted in the subleases.

 (iv) Any rejection of this Lease by any trustee of Tenant in any bankruptcy,
 reorganization, arrangement or similar proceeding which would otherwise cause
 this Lease to terminate, shall, without any action or consent by Landlord, Tenant
 or any Leasehold Mortgagee, effect the transfer of Tenant’s interest hereunder to
 the Leasehold Mortgagee or its nominee or designee. Such Leasehold Mortgagee
 may reject the transfer of this Lease upon such transfer upon giving notice thereof
 to Landlord no later than thirty (30) days after notice from Landlord of such
 transfer. Such Leasehold Mortgagee shall thereupon have no further rights or
 obligations hereunder. Alternatively, the Leasehold Mortgagee may, during such
 30-day period, request a New Lease in accordance with the provisions of this
 Section 13(i). In the event that the Leasehold Mortgagee shall fail either to timely
 effect the transfer of this Lease or timely request a New Lease, then this Lease
 shall be deemed terminated and no Leasehold Mortgagee shall have any further
 rights under this Lease.

 (j) Additional Leasehold Mortgagee Protective Clauses. In addition to the other rights, notices



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and cure periods afforded to the holders of any Leasehold Mortgage, Landlord further agrees that:

 (i) without the prior written consent of the Leasehold Mortgagee, Landlord will
 neither agree to any material modification or amendment of this Lease, including
 any modification or amendment that increases Tenant’s obligations or reduces
 Tenant’s rights under this Lease, nor accept a surrender or cancellation of this
 Lease;

 (ii) Landlord shall execute any modification to the Lease and enter into recognition
 agreements (in form and substance reasonably acceptable to Landlord, at the cost
 and expense of the party making the request) as reasonably requested by a
 Leasehold Mortgagee as a condition to making a loan to Tenant, provided that the
 same does not materially increase Landlord’s obligations or materially diminish
 Landlord’s rights hereunder;

 (iii) the Leasehold Mortgagee shall have the right to participate in the adjustments of
 any insurance claims of the nature set forth in Article 16 and condemnation awards
 of the nature set forth in Article 17; and

 (iv) within fifteen (15) business days following the written request of Tenant from time
 to time, Landlord shall execute and deliver an instrument addressed to the holder
 of any Leasehold Mortgage confirming that such holder is a Leasehold Mortgagee
 and entitled to the benefit of all provisions contained in the Lease which are
 expressly stated to be for the benefit of Leasehold Mortgagees.

 (k) No merger of fee title with the leasehold interest under any circumstances (whether
voluntary or involuntary or effected by the Landlord or the Tenant) will result in the termination of this
Agreement or an extinguishment of any Leasehold Mortgage.

 (l) Notwithstanding any other term or provision of this Lease to the contrary, Landlord’s
interest in this Lease and in the Premises shall not be subject or subordinate to any Leasehold Mortgage
now or hereafter placed upon Tenant’s interest in this Lease, the leasehold interest created hereby, or upon
any interest in Tenant.

 (m) Sale-Leaseback. Upon or following substantial completion of the Project, Tenant may,
with Director of Aviation’s prior written consent, to Transfer, in whole or in part, Tenant’s interest in this
Lease and/or the Project in a transaction through which Beta Technologies, Inc. or its Affiliate (the “Beta
Sublessee”) simultaneously enters into, and thereafter remains the subtenant under, a Sublease for the
entirety of the property interest subject to such Transfer (the “Beta Sublease”, and together with such
Transfer, a “Sale-Leaseback”). Notwithstanding anything to the contrary, the City shall have the same
rights, subject to the same exceptions, to review and approve any Transfer of the Beta Sublessee’s interest
in the Beta Sublease that the City holds with respect to a Transfer of this Lease pursuant to Section 12.
Following any such approval by the Director of Aviation, Landlord shall execute any modification to the
Lease and enter into recognition agreements (in form and substance reasonably acceptable to Landlord, at
the cost and expense of the party making the request) as reasonably requested in connection with a Sale-
Leaseback, provided that the same does not materially increase Landlord’s obligations or materially
diminish Landlord’s rights hereunder.

Section 14. Signs. Tenant has the right to place, install or maintain upon the Premises any sign,
symbol, advertisement or similar device which is intended to be visible to public view from outside the
Premises so long as Tenant first obtains, at its sole expense, all necessary governmental permits and



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approvals therefor and Landlord’s prior written consent (subject to Section 44).

Section 15. Indemnity and Insurance. [NTD: Beta to confirm with risk management]

 (a) Tenant shall, from and after the Effective Date, defend, indemnify and hold harmless
Landlord, 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 (i) damage to property
or death or injury to any person sustained on or about the Premises, or arising (directly or indirectly) out of
or in connection with Tenant’s possession, use, occupation or control of the Premises, (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 Tenant, its agents, employees, licensees or
contractors and (iii) any breach or default of this Agreement by Tenant, its agents, employees, licensees or
contractors, except in any event to the extent such damage, death, injury or Liabilities are caused by or arise
from the willful misconduct or negligence of Landlord.

 (b) Insurance Certificates. Unless waived in writing or otherwise provided by the Landlord,
the Tenant shall procure the insurance coverages identified below at the Tenant's own expense and shall
furnish the Landlord an insurance certificate listing “City of Burlington, Burlington International Airport”
as the certificate holder. The insurance certificate must provide the following:

 • Name and address of authorized agent.
 • Name and address of insured.
 • Name of insurance company(ies).
 • Description of policies, including coverage type and amounts.
 • Policy Number(s).
 • Policy Period(s).
 • Limits of liability.
 • Name and address of Landlord as certificate holder.
 • Signature of authorized agent.
 • Telephone number of authorized agent.
 • Insurance company will endeavor to notice in accordance with the policy provisions in
 the event of cancellation/non-renewal.
 • Landlord designated as additional insured on a primary, noncontributory basis, with
 waiver of subrogation and thirty (30) days’ notice of cancellation under all policies with
 the exception of professional liability, and except that additional insured status is not
 required for workers’ compensation. Copies of endorsements shall be attached to the
 certificate of insurance.

Landlord may require certificates of insurance for any insurance policies entered into by Tenant, and Tenant
is responsible for annually verifying and confirming in writing to Landlord 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 Tenant.

 (c) Policy Provisions. Each of the insurance coverages required below (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 an insurer with an A.M. Best Co. Policyholders Rating of
"A-/VIII" or better by the latest A. M. Best Insurance Report or has an analogous rating from a comparable



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rating service approved by Landlord. Each such policy shall contain the following provisions:

 (i) All certificates shall contain a provision stating that the coverages afforded under
 said policies will not be cancelled, materially changed or not renewed without at
 least thirty (30) days written prior notice to the Landlord; and

 (ii) The policies 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 Landlord, and that any coverage carried by Landlord shall be excess insurance.
 In no event shall the limits of said policies be considered as limiting the liability
 of Tenant under this Agreement.

 (d) Insurance Coverages. During the Term, the Tenant agrees to purchase and maintain the
following types of insurance coverages, and provide evidence of continuing coverage to Landlord on an
annual basis. Under no circumstances shall Tenant’s liability be limited to the amount of insurance carried.
Any changes to insurance are at the sole expense of Tenant. Limits of insurance required at the Effective
Date of this Agreement are as follows:

 (i) Workers’ Compensation and Employer’s Liability. The Tenant agrees to 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 $500,000/accident (bodily injury by accident) and $500,000
 policy limit, $500,000/employee (bodily injury by disease). The Tenant shall
 require all contractors and subcontractors performing work or occupying the
 Premises under this Agreement to obtain an insurance certificate showing proof of
 Workers’ Compensation coverages and Tenant shall require from its general
 contractor(s) that all subcontractors submit certificates of such insurance to
 Landlord prior to performing work or occupying the Premises.

 (ii) Employers' Liability Insurance. If Tenant has employees, the Tenant shall also
 maintain Employers Liability Insurance Coverage with limits of at least:

 Bodily Injury by Accident - $500,000 each accident; and
 Bodily Injury by Disease - $500,000 each employee.
 Bodily Injury by Disease - $500,000 policy limit.

 The Tenant shall require all contractors and subcontractors performing work or
 occupying the Premises under this Agreement to obtain an insurance certificate
 showing proof of Employers Liability Insurance Coverage and Tenant shall require
 from its general contractor(s) that it and all subcontractors submit certificates of
 such insurance to Landlord prior to performing work or occupying the Premises.
 Notwithstanding the foregoing, recognizing that not all subcontractors will have
 the limits set forth herein, the Tenant may allow its contractor to have discretion
 to accept lower limits from subcontractors as appropriate.

 (iii) Commercial General Liability Insurance. The Tenant shall provide Commercial
 General Liability Insurance naming the Landlord as additional insured on a
 primary, non-contributory basis (using endorsements CG 20 10 and CG 20 37 or
 their equivalents for a period of three year), which shall include, but need not be



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 limited to, coverage for bodily injury and property damage 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 and underground damage liability. The
 Commercial General Liability Insurance shall provide at minimum limits of
 $1,000,000 per occurrence, $2,000,000 aggregate. Pollution shall be included or
 provided as a separate policy with minimum limits of $1,000,000 per occurrence.

 (iv) Commercial Business Automobile Liability Insurance. The Tenant shall provide
 Commercial Business Automobile Liability Insurance naming the Landlord as
 additional insured on a primary, non-contributory basis 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.

 (v) Commercial Umbrella Liability Insurance. The Tenant shall provide a
 Commercial Umbrella Liability Insurance Policy to provide excess coverage
 above the Commercial General Liability, the Commercial Business Automobile
 Liability, Pollution Liability, and Employers’ Liability on a follow form basis in
 addition to the minimum limits set forth herein and including identical additional
 insured requirements as required in the primary liability policies. The minimum
 amount of Umbrella limits required above the coverages and minimum limits
 stated above shall be $4,000,000 per occurrence and $4,000,000 in the aggregate.
 Alternatively, if excess coverage is not available for any of the liability policies
 referenced above, the minimum limits of the underlying policy shall be increased
 by $4,000,000 per occurrence and $4,000,000 in the aggregate.

 (vi) Builders Risk Insurance. During the construction of the Project, any major
 renovation (defined to mean with a cost in excess of $100,000) or major
 reconstruction of all or any portion of the Project, Tenant shall provide, or cause
 its Contractor to provide, a Builder’s Risk Insurance Policy to be made payable to
 the Landlord and Tenant as their interests may appear, but in all instances subject
 to the terms, conditions of any Leasehold Mortgage and the requirements of any
 Leasehold Mortgagee. The policy amount should be equal to 100% of the
 construct sum under any construction contract applicable to any such
 reconstruction. All deductibles shall be the sole responsibility of Tenant 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 Tenant, and

 (iii) Performance of work in connection with construction operations insured
 by the Tenant, by agents or sublessees or other contractors of Tenant, or by
 contractors of the Tenant."



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 (vii) During the construction of the Project, any major renovation (defined to mean with
 a cost in excess of $100,000) or major reconstruction of all or any portion of the
 Project, Tenant shall require its general contractor, architect and other design
 professionals with significant design obligations (other than the landscape
 architect) to carry professional liability insurance covering claims arising out of
 negligent errors or omissions in rendering or failure to render professional services,
 in an amount not less than $1 million each claim and $2 million annual aggregate;
 coverage shall include liability arising out of a contract, and if such insurance is
 on a claims made basis, Tenant’s architect shall maintain liability coverage for not
 less than five years following the date of substantial completion of the work.

 (viii) Property Insurance. Upon completion of the Project, during the Term Tenant shall
 provide an “all risk” Property Insurance Policy to be made payable to the Landlord
 and Tenant as their interests may appear, but in all instances subject to the terms
 and conditions of any Leasehold Mortgage and the requirements of any Leasehold
 Mortgagee. The policy amount should be equal to 100% of the replacement value
 of the completed Project and related improvements and shall include replacement
 cost, demolition cost and increased cost of construction endorsements. All
 deductibles shall be the sole responsibility of Tenant, and in no event shall the
 amount of the “All Risk” deductible exceed $100,000.00. Any improvements
 constructed by Tenant upon the Premises shall be constructed and maintained at
 Tenant’s risk.

 (ix) Performance Bond and Payment Bond. During the construction of any major
 renovation (defined to mean with a cost in excess of $500,000) or major
 reconstruction of all or any portion of the Project, Tenant shall deliver to Landlord,
 at the time of execution of a contract related to such construction or reconstruction
 work evidence of, (x) a Performance Bond of Tenant’s contractor equal to 100%
 of the completed value of the work with Landlord named as a co-obligee, and (y)
 a Labor and Materials Payment Bond from Landlord’s contractor in the amount
 equal to 100% of the completed value. For additional clarity, this Section 15(d)(ix)
 shall not apply with respect to the initial construction of the Project, bonding for
 which is addressed in Section 3(d)(iii), or otherwise with respect to work being
 performed by the Contractor.

 (e) Waiver of Subrogation. Each of Landlord and Tenant hereby releases the other and their
officers, directors, shareholders, agents and employees from any and all liability or responsibility (to the
other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or damage
to property caused by any of the perils which are insured against under standard policies of fire and casualty
insurance (including extended coverage), even if such fire or other casualty shall have been caused by the
fault or negligence of the other party, or anyone for whom such party may be responsible. This provision
shall be deemed suspended during any period of time when insurance companies will not issue insurance
policies for properties with such a provision in this Agreement.

 (f) Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary,
the obligation to insure as provided herein continues throughout the Term and shall not terminate until this
Agreement has expired or been terminated and the Premises surrendered.

 (g) Review of Insurance. Subject to the terms and conditions of any Leasehold Mortgage and
the requirements of any Leasehold Mortgagee, the Landlord reserves the right to review the insurance



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coverage requirements every five years to ensure that the specified coverages and limits remain
commercially reasonable for similar improvements and facilities, and Tenant shall modify its coverage
throughout the term of this Agreement at Tenant’s sole expense upon the reasonable request of Landlord if
the specified coverages and limits are no longer commercially reasonable for similar improvements and
facilities.

Section 16. Damage or Destruction. If, during the Term, the Project is wholly or partially damaged
or destroyed, Tenant shall promptly give written notice of that damage or destruction to Landlord. Subject
to the terms of any Leasehold Mortgage then in effect, any such damage or destruction shall not terminate
this Agreement, and Tenant shall apply available insurance proceeds and the amount then held in the Capital
Reserve Account to promptly repair, restore, replace, rebuild, or reconstruct (herein “Restoration” or
“Restore”) the Project to substantially the same quality, workmanship, finishes and size as existed
immediately before the damage or destruction unless the Landlord gives its prior written approval to do
otherwise (subject to Section 44). Subject to the terms of any Leasehold Mortgage then in effect, which
may provide that a Leasehold Mortgagee has the right to participate in adjustment of losses as to casualty
proceeds, the Restoration shall be commenced promptly and prosecuted with due diligence following
adjustment or collection of insurance proceeds. The terms of any Leasehold Mortgage may require payment
of insurance proceeds to be made to the Leasehold Mortgagee or to an independent trustee acceptable to
the Leasehold Mortgagee until Restoration is complete. Base Rent required to be paid hereunder shall abate
in proportion to that part of the Premises that is rendered unfit for occupancy bears to the whole of the
Premises until Restoration is complete. In no event shall Landlord have any right to receive any insurance
proceeds; any excess insurance proceeds remaining following Restoration shall be delivered to Tenant,
subject to the rights of any Leasehold Mortgagee. The parties acknowledge that if funds held in the Capital
Reserve Account are used in connection with the restoration of the Project, the reduction of the sum then
held in the Capital Reserve Account may be offset by the fact that some or all of the Project shall have been
replaced prior to their scheduled replacement. Notwithstanding the foregoing, Tenant agrees that if
reasonably requested by Landlord, it shall commission a third-party consultant selected and paid for by
Tenant and reasonably acceptable to Landlord to perform a life cycle analysis of the Project following
restoration to determine the amount by which the Capital Reserve Account shall be funded on a monthly
basis following restoration.

 Notwithstanding anything to the contrary, if any damage or casualty to the Project shall occur
within the five (5) years prior to the end of the Term, and the cost of Restoration pursuant is reasonably
estimated to exceed one percent (1%) of the replacement cost thereof, Tenant shall have the right to
terminate this Lease. Tenant shall exercise such right on or before the date that is ninety (90) days after the
occurrence of such damage or casualty. If Tenant provides such notice of termination of this Lease, then
at the option of Landlord, Tenant, at its sole cost and expense (subject to reimbursement from the Capital
Reserve Fund and as described below), shall either (i) demolish the Project, or (ii) safeguard and secure the
Project so that they do not present any imminent danger to person or property. Landlord shall exercise such
option within two (2) months after such notice. If this Lease so terminates, then the proceeds of insurance
shall be disbursed as follows: (a) first, to any Leasehold Mortgagee, the amount of the outstanding
indebtedness secured by the Leasehold Mortgage, (b) second, to Tenant to reimburse Tenant for the out-of-
pocket costs incurred by Tenant pursuant to clauses (i) and (ii) above, if any, and (c) the balance, to
Landlord.

Section 17. Condemnation or Eminent Domain; Certain Other Governmental Orders.

 (a) If the whole of the Premises and the Project shall be appropriated or condemned under
power of eminent domain by any competent authority for any public or quasi-public use or purpose after
the Effective Date, Tenant reserves unto itself the right to prosecute its claim for an award of damages for
the termination of this Agreement caused by such appropriation or taking, together with damages based on



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the value of Tenant’s total improvements on the Premises and damages Tenant may sustain caused by such
appropriation and taking of, or the injury to, the Tenant’s leasehold interest. In such event, this Agreement
shall terminate when Tenant can no longer use the Premises in the manner herein intended, or when
possession thereof shall be required by the appropriating or condemning authority, whichever shall first
occur and any unearned Rent or other charges, if any, paid in advance shall be refunded to Tenant.

 (b) If a part of the Premises shall be appropriated or condemned, and Tenant determines in its
reasonable discretion that such partial taking renders the continued operation and management of the
Premises uneconomic, then and in any such event Tenant, at any time either before or within a period of
sixty (60) days after the date when possession on the part of the Premises so taken shall be required by the
appropriating or condemning authority may elect to terminate this Agreement. If Tenant shall exercise such
election to terminate this Agreement, Tenant shall have the right to prosecute its claim for an award for
damages for the termination of this Agreement caused by such partial appropriation or taking, together with
damages based on the value of Tenant’s total improvements in the same manner and to the same extent as
that hereinbefore reserved by Tenant in the event that the whole of the Premises were appropriated or
condemned, except that nothing herein shall be construed to entitle Tenant to any such damages or to
obligate the Landlord to pay any such damages or portion thereof upon a failing by the condemning or
appropriating authority or an adjudication as between the authority and Tenant to make an award of
damages. Upon termination, any unearned Rent or other charges, if any, paid in advance shall be refunded
to Tenant. For additional clarity, any temporary taking of the whole or part of the Premises shall be
considered under this Section 17 as a partial taking.

 (c) If Tenant shall fail to exercise such option, or in the event that a part of the Premises shall
be taken or condemned under circumstances in which Tenant shall have no such option, then in either event
this Agreement shall continue in full force and effect and shall terminate only as to that part of the Premises
so taken and Rent required to be paid hereunder shall abate in proportion to that part of the Premises that is
taken or condemned bears to the whole of the Premises. In that event Tenant shall, using compensation
available or paid upon such a partial taking (or purchase), and if those are insufficient, using funds then
held in the Capital Reserve Account, make all repairs to the buildings and improvements on the Premises
affected by such taking (or purchase) to the extent necessary to restore the same to a complete architectural
unit (to the extent permitted, however, taking into consideration the amount of land remaining after any
such taking or purchase). All compensation available or paid to the Landlord and Tenant upon such a partial
taking (or purchase), shall be paid to Tenant for the purpose of paying towards the cost of such restoration,
and any excess compensation shall be paid first to Tenant for the value of any improvements or improved
property so taken, and then to Landlord for the value of any property taken and considered as unimproved
and for the cost of any property restoration occasioned by such partial taking (or purchase). The parties
acknowledge that if funds held in the Capital Reserve Account are used in connection with the restoration
of the Project, the reduction of the sum then held in the Capital Reserve Account may be offset by the fact
that some or all of the Project shall have been replaced prior to their scheduled replacement.
Notwithstanding the foregoing, Tenant agrees that if reasonably requested by Landlord, it shall commission
a third-party consultant selected and paid for by Tenant and reasonably acceptable to Landlord to perform
a life cycle analysis of the Project following restoration to determine the amount by which the Capital
Reserve Account shall be funded on a monthly basis following restoration.

 (d) In all events, and notwithstanding the foregoing provisions of this Section or anything to
the contrary, a Leasehold Mortgagee shall have the right to participate in any condemnation proceedings
and settlement discussions. If any Leasehold Mortgage is in effect at the time of any taking or partial taking,
payments or awards made in connection therewith shall be made to the Leasehold Mortgagee or to an
independent trustee for the purposes of supervising and controlling the receipt and disbursement of
condemnation awards for the restoration of the Premises (in the event of a partial taking that does not result
in the termination of this Agreement) or otherwise. This payment must not be less than the total award



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minus the value of the land considered as unimproved but encumbered by this Agreement.

 (e) To the maximum extent allowable under State or Federal Law, Tenant reserves its rights
to pursue damages or remedies for any condemnation of the Premises. Nothing in this Section 17 waives
or modifies any legal or equitable rights Tenant may have as a leasehold owner or as a business owner in
the event the Premises is subject to eminent domain.

 (f) In the event of the issuance by any court of competent jurisdiction of an injunction, order,
or decree preventing or restraining the use by Tenant of all or any substantial part of the Premises or
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 Tenant and which is necessary for Tenant’s operations on the Airport,
Landlord shall not be deemed in default of its obligations hereunder, and Tenant’s obligation to pay Rent
shall equitably abate until such order terminates or is vacated.

 (g) In the event that any agency or instrumentality of the federal or any state or local
government shall occupy the Airport or a 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 its use for civil aviation, and any of said events shall result in material
interference with Tenant’s normal operations, Landlord shall not be deemed in default of its obligations
hereunder, and Tenant’s obligation to pay Rent shall equitably abate until such state affairs ceases and
normal operations resume

Section 18. Landlord’s Right to Mortgage Property.

 (a) Landlord shall have the right to grant one or more mortgages, deeds of trust or other
security instruments on Landlord’s interest in the Premises (each, a “Fee Mortgage”), subject to Section
18(b).

 (b) Any Fee Mortgage shall automatically and without further act be subject and subordinate
in all respects to this Lease, any Leasehold Mortgage and the Tenant’s rights hereunder. The foregoing is
intended to provide that although the Fee Mortgage pertains to the fee interest in the Property, any exercise
by the holder of a Fee Mortgage (each, a “Fee Mortgagee”) of its remedies thereunder shall be subject to
this Lease and any Leasehold Mortgage and shall not terminate or otherwise affect this Lease. No
foreclosure of such Fee Mortgage (or deed in lieu of such foreclosure) or other exercise of remedies under
a Fee Mortgage, shall operate to disturb the rights of Tenant under this Lease or the rights of a Leasehold
Mortgagee under a Leasehold Mortgage, and the transferee thereof shall recognize such rights. The
foregoing provisions of this Section 18(b) are intended to be self-operative, but each Fee Mortgagee, by
acceptance of its Fee Mortgagee, shall be deemed to have agreed to execute such further assurances as
Tenant or any Leasehold Mortgagee may reasonably request to confirm the agreements set forth in this
Section 18(b).

Section 19. Environmental Compliance.

 (a) Except as provided in Subsections 19(b) and 19(d), below, to the extent caused by or arising
from the acts or omissions of Tenant, its agents, employees or contractors, Tenant shall defend, indemnify,
and hold harmless Landlord and its officers and employees from and against any and all claims, demands,
penalties, fines, liabilities, settlements, damages, costs, or expenses (including reasonable attorney and
consultant fees, investigation and laboratory fees, court costs, and litigation expenses) of whatever kind or
nature, known or unknown, contingent or otherwise, arising out of or in any way related to: (i) the presence,
disposal, release, or threatened release of any Hazardous Materials on or from the Premises, except in any
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other than Tenant, its agents, employees or contractors; (ii) any personal injury (including wrongful death)
or property damage (real or personal) arising out of or related to Hazardous Materials on or from the
Premises, except in any such case to the extent of any negligence or willful misconduct with respect to the
foregoing by a party other than Tenant, its agents, employees or contractors; (iii) any lawsuit brought or
threatened, settlement reached, or government order relating to Hazardous Materials on or from the
Premises, except in any such case to the extent of any negligence or willful misconduct with respect to the
foregoing by a party other than Tenant, its agents, employees or contractors; and/or (iv) any violation of
laws, orders, regulations, requirements, or demands of government authorities which are based upon or in
any way related to Hazardous Materials on or from the Premises, except in any such case to the extent of
any negligence or willful misconduct with respect to the foregoing by a party other than Tenant, its agents,
employees or contractors. For purposes of this Section 19, the term “Hazardous Materials” includes any
flammable explosives, radioactive materials, hazardous materials, hazardous waste, hazardous or toxic
substances, oil or petroleum products, asbestos, or related materials; including as the same are defined in
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42
U.S.C. §§ 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. §§ 1801, et
seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. §§ 6901, et seq.), applicable
Vermont Statutes, and in the regulations adopted and publications promulgated pursuant thereto. Tenant
shall provide Landlord with copies of any notices, correspondence, warnings, guidance or other written
materials received from any governmental authority or other person or entity in connection with Hazardous
Materials and the Premises and shall give Landlord written notice of its discovery or release of any
Hazardous Materials on, from or affecting the Premises. The foregoing provisions shall be in addition to
any other obligations and liabilities Tenant may have under this Agreement, at common law, or otherwise,
and shall survive the termination or expiration of this Agreement for a period of two years.

 (b) Tenant shall not be liable to Landlord for any Hazardous Materials to the extent that such
Hazardous Materials were generated, stored, handled, transported, disposed of, discharged or released by
any party other than Tenant, its agents, employees or contractors.

 (c) Tenant shall provide Landlord with copies of any environmental reports or studies in its
possession or in the possession of its agents which it can obtain without expense related to the Premises
and any notices, correspondence, warnings, guidance or other written materials received from any
governmental authority or other person or entity in connection with Hazardous Materials on, from or
affecting the Premises and shall give Landlord written notice of its discovery or release of any Hazardous
Materials on, from or affecting the Premises.

 (d) Except as otherwise provided in Subsection 19(a), above, Landlord shall defend,
indemnify, and hold harmless Tenant and its members and managers from and against any and all claims,
demands, penalties, fines, liabilities, settlements, damages, costs, or expenses (including attorney and
consultant fees, investigation and laboratory fees, court costs, and litigation expenses) of whatever kind or
nature, known or unknown, contingent or otherwise, arising out of or in any way related to: (i) the presence,
disposal, release, or threatened release of any Hazardous Materials on, from, or affecting the Premises to
the extent generated, stored, handled, transported, disposed of, discharged or released prior to the Effective
Date and/or by Landlord or its tenants, agents, employees, licensees or contractors, except in any such case
to the extent of any negligence or willful misconduct with respect to the foregoing by Tenant, its agents,
employees, licensees or contractors; (ii) any personal injury (including wrongful death) or property damage
(real or personal) arising out of or related to Hazardous Materials on, from or affecting the Premises to the
extent generated, stored, handled, transported, disposed of, discharged or released prior to the Effective
Date and/or by Landlord or its tenants, agents, employees, licensees or contractors, except in any such case
to the extent of any negligence or willful misconduct with respect to the foregoing by Tenant, its agents,
employees, licensees or contractors; (iii) any lawsuit brought or threatened, settlement reached, or
government order relating to Hazardous Materials on, from or affecting the Premises; and/or (iv) any



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violation of laws, orders, regulations, requirements, or demands of government authorities based upon or
in any way related to Hazardous Materials on, from or affecting the Premises to the extent generated, stored,
handled, transported, disposed of, discharged or released prior to the Effective Date and/or by Landlord or
its tenants, agents, employees, licensees or contractors, except in any such case to the extent of any
negligence or willful misconduct with respect to the foregoing by Tenant, its agents, employees, licensees
or contractors. Landlord shall provide Tenant with copies of any notices, correspondence, warnings,
guidance or other written materials received from any governmental authority or other person or entity in
connection with Hazardous Materials on, from or affecting the Premises and shall give Tenant written
notice of its discovery or release of any Hazardous Materials on, from or affecting the Premises. The
foregoing provisions shall be in addition to any other obligations and liabilities Landlord may have under
this Agreement, at common law, or otherwise, and shall survive the termination or expiration of this
Agreement for a period of two years.

Section 20. Quiet Enjoyment; Landlord’s Warranties.

 (a) Landlord covenants and agrees with Tenant that upon Tenant paying the Rent and
observing and performing all the terms, covenants and conditions on Tenant’s part to be observed and
performed under this Agreement, Tenant shall and may peaceably and quietly have, hold, occupy and enjoy
the Premises, the Project and all appurtenances thereto without hindrance or molestation from any person
claiming by, through or under Landlord.

 (b) Landlord represents and warrants to Tenant that (i) Landlord and any person executing this
Agreement in a representative capacity has full right and lawful authority to execute this Agreement in the
manner and upon the conditions and provisions herein contained; (ii) Landlord has obtained all necessary
approvals, including from the FAA, to enter into this Agreement, including to allow the use of the Premises
by Tenant as permitted under this Lease; (iii) Landlord owns good and marketable fee simple title to the
Premises subject only to the Permitted Encumbrances and to no other restrictions, covenants, conditions,
easements or encumbrances whatsoever unless subsequently consented to by Tenant (and if applicable by
any Leasehold Mortgagee), (iv) Landlord has fully complied with all requirements pertaining in any way
to the disposition of real estate as the same may apply to this Agreement, including undertaking the
Procurement in compliance with Applicable Law, and (v) except as expressly provided otherwise in this
Lease, there are no leases, licenses, or other agreements pursuant to which any person has the right to use
or occupy any part of the Premises, except as set forth on Schedule 20(b) attached hereto.

Section 21. Defaults.

 (a) If any one or more of the following events (herein called “Events of Default”) shall
occur:

 (i) if default shall be made in the due and punctual payment of any installment of
 Rent, when and as the same shall become due and payable, and such default shall
 continue for a period of ten (10) business days after written notice thereof from
 Landlord; provided, however, that once Landlord has given Tenant two (2) such
 notices during any twelve (12) consecutive month period, Landlord shall not be
 required to give further written notice, and thereafter the failure by Tenant to pay
 any installment of Rent, when and as the same shall become due and payable,
 which failure continues for a period of ten (10) business days, shall be an Event of
 Default without further notice; or

 (ii) if default shall be made in the due and punctual payment of any installment of any
 sum of money payable by Tenant under this Agreement other than Rent, when and



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 as the same shall become due and payable, and any such default shall continue for
 a period of ten (10) business days after written notice thereof from Landlord;
 provided, however, that once Landlord has given Tenant two (2) such notices
 during any twelve (12) consecutive month period, Landlord shall not be required
 to give further written notice, and thereafter the failure by Tenant to make any such
 payment when and as the same shall become due and payable, which failure
 continues for a period of ten (10) business days, shall be an Event of Default
 without further notice; or

 (iii) if default shall be made by Tenant in the performance or compliance with any of
 the agreements, terms, covenants or conditions in this Agreement provided, other
 than those referred to in the foregoing Subsections 21(a)(i) or (ii), and such default
 shall continue for a period of thirty (30) days after written notice from Landlord to
 Tenant 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, Tenant 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 Tenant within which to cure shall be extended for such
 period as may be necessary to complete the same with all due diligence); or

 (iv) if Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated a
 bankrupt or insolvent, or shall file any petition or answer seeking any
 reorganization, arrangement, composition, readjustment, liquidation, dissolution
 or similar relief under the present or any future state or federal bankruptcy or
 insolvency statute or law, or shall seek or consent to the appointment of any
 bankruptcy or insolvency trustee, receiver or liquidator of Tenant or of all or any
 substantial part of its properties or of the Premises; or

 (v) if within sixty (60) days after the commencement of any proceeding against Tenant
 seeking any reorganization, arrangement, composition, readjustment, liquidation,
 dissolution or similar relief under the present or any future state or federal
 bankruptcy act or any other present or future state or federal bankruptcy or
 insolvency statute or law, such proceeding shall not have been dismissed, or, if,
 within sixty (60) days after the appointment, without the consent or acquiescence
 of Tenant, of any trustee, receiver or liquidator of Tenant or of all or substantially
 all of its properties or of the Premises, such appointment shall not have been
 vacated or stayed on appeal or otherwise, or if within sixty (60) days after the
 expiration of any such stay, such appointment shall not have been vacated,

then and in any such event Landlord, at any time thereafter that the Event of Default remains uncured, may
give written notice to Tenant specifying such Event of Default or Events of Default and stating that this
Agreement and the term thereof shall expire and terminate on the date specified in such notice which shall
be at least sixty (60) days after the giving of such notice, and upon the date specified in such notice this
Agreement and such term and all rights of Tenant under this Agreement shall, subject to the rights of
Leasehold Mortgagees, expire and terminate (except those that are expressly provided to survive
termination of this Agreement) and whereupon the provisions of Section 7(c) and Section 7(d) shall apply.

Notwithstanding anything to the contrary, if the Event of Default giving rise to such notice of termination
from Landlord arises pursuant to Section 21(a)(i) or 21(a)(ii), Tenant may cure such Event of Default prior
to the date specified in Landlord’s notice of termination in which event this Agreement shall continue in
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Further notwithstanding anything to the contrary, if the Event of Default results in an emergency matter
posing a risk of immediate harm to persons or property and/or respects failure by Tenant to maintain
insurance as required by this Lease and Tenant fails to remedy the same within a reasonable time given the
exigency, Landlord may elect to cure the same and Landlord’s reasonable costs in so doing will be
considered Additional Rent under this Lease.

 (b) Upon any such expiration or termination of this Agreement, Tenant shall quit and
peacefully surrender the Premises to Landlord, and Landlord, upon or at any such expiration or termination,
may without further notice, enter upon and reenter the Premises and possess and repossess itself thereof by
summary proceedings, and may bring such actions for damages or equitable relief to which Landlord may
be entitled under Applicable Law or at equity, provided that in no event shall Landlord be entitled to
accelerate or otherwise receive Rent for longer than four (4) years of the unexpired remainder of the Term,
subject to Landlord’s obligation to use good faith efforts to mitigate Tenant’s damages.

 (c) If Landlord shall default in its obligations under this Agreement, Tenant may pursue all
available legal or equitable remedies provided by law.

Section 22. Additional Covenants of Tenant. Tenant covenants and agrees as follows:

 (a) To keep and maintain the Project and the Premises, and each and every part thereof
including the building structure and roof, doors and windows, exterior appearance, gas, electrical,
plumbing, HVAC and other building systems, landscaping and hardscaping, and building shell and core
fixtures, in good order, condition and repair (reasonable wear and tear excepted).

 (b) Not to make any illegal use of the Premises and not to cause waste to the Premises.

 (c) To pay to Landlord a late charge equal to five percent (5%) of each payment of Rent or
other amount due hereunder which is not received by Landlord within ten (10) days after the same is due.

Section 23. No Waiver; No Accord and Satisfaction. The waiver by Landlord of a breach of any
term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or
condition, or of any subsequent breach of the same or any other term, covenant or condition. The subsequent
acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by
Tenant, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord’s
knowledge of such preceding breach at the time of acceptance of such Rent. No covenant, term or condition
of this Agreement shall be deemed to have been waived or modified, unless such waiver or modification is
in writing and executed on behalf of the parties. No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly Rent herein stipulated shall be deemed to be other than on account of the earliest
stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check
or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy in
this Agreement provided.

Section 24. Time is of the Essence; Force Majeure. All time limits stated herein are of the essence
of this Agreement. If either party (and/or a Leasehold Mortgagee curing Tenant’s or its obligations
hereunder) shall be affected by Unavoidable Delay (as defined below), then performance of such act shall
be excused for the period of the delay and the period for the performance of any such act shall be extended
for a period equivalent to the period of such delay. As used in this Agreement, “Unavoidable Delay” means
delays incurred due to (i) any act of God (including weather delays beyond historic weather patterns), flood,
earthquake, fire, disease, pandemics, epidemics and the like, (ii) labor strike, civil unrest or work stoppage



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or slowdown (including failure of building inspectors to reasonably process approvals that cause work
stoppage), (iii) unforeseeable interruptions in utility services, (iv) unforeseeable material shortages,
transportation and logistics delays, (v) sabotage, war, riot, terrorism, moratorium, (vi) unforeseeable
governmental action (including required work stoppage or closure of construction sites by applicable
government authorities including closures in the general vicinity where the Premises is located, and
including unforeseen archeological conditions or closure of government offices that issue necessary
permits), (vii) delays caused by the other party, or with respect to Tenant any Affiliate of Tenant, or with
respect to Landlord, any division, department or instrumentality of Landlord or under Landlord control,
(viii) any other unforeseeable act of any third party unrelated to, and having no arrangements, contractual
or otherwise, with the Premises or the respective party claiming the delay that reasonably prevents an action
from being taken through no fault of the respective party claiming the delay, or (xi) other similar causes
beyond the reasonable control of the party claiming the delay (but not including insolvency).

Section 25. 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:

 If to Landlord: City of Burlington
 Attention: Office of the City Attorney
 City Hall, 149 Church St.
 Burlington, VT 05401
 Email: [ ]

 with a copy to: Patrick Leahy Burlington International Airport
 Attention: Director of Aviation
 1200 Airport Drive
 South Burlington, VT 05403
 Email: [ ]

 If to Tenant: Beta Technologies, Inc.
 Attention: CEO & COO
 1150 Airport Drive
 South Burlington, VT 05403
 Telephone No.: (802) 281-3623
 Email: kyle@beta.team & blain@beta.team

 with a copy to: Beta Technologies, Inc.
 Attention: General Counsel
 1150 Airport Drive
 South Burlington, VT 05403
 Telephone No.: (802) 281-3623
 Email: bdunkiel@beta.team


or to such other person, address or number as the party entitled to such notice or communication shall have
specified by notice to the other party given in accordance with the provisions of this Section. Any such



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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.

Section 26. Governing Law. 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 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 or
elsewhere in the United States.

Section 27. Partial Invalidity. If any term, covenant, condition or provision of this Agreement or the
application thereof to any person or circumstance shall, at any time or to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby,
and each term, covenant, condition and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

Section 28. Holding Over. If Tenant shall continue in occupancy of the Premises after the expiration
or termination of this Agreement, such occupancy shall not be deemed to extend or renew the terms of this
Agreement, but such occupancy shall continue as a tenancy at will from month to month and otherwise
upon the covenants, provisions and conditions herein contained, except that Base Rent shall be doubled.
This Section shall not be construed as giving Tenant any right to hold over after any such expiration or
termination. In addition, Tenant agrees to pay Landlord’s reasonable attorney’s fees and related costs if
Landlord must take legal action to evict or eject Tenant who is holding over or to collect the holdover
amount as set forth in this provision.

Section 29. Jury Trial Waiver. Landlord and Tenant waive the right to a trial by jury in any action
or proceeding based upon, or related to, the subject matter of this Agreement. This waiver is knowingly,
intentionally, and voluntarily made by Tenant and Landlord and Tenant and Landlord acknowledge that
neither Landlord nor Tenant nor any person acting on behalf of Landlord or Tenant has made any
representations of fact to induce this waiver of trial by jury or in any way to modify or nullify its effect.
Tenant and Landlord further each acknowledge that it has been represented (or has had the opportunity to
be represented) in the signing of this Agreement and in the making of this waiver by independent legal
counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Tenant and Landlord further acknowledge that it has read and understands the meaning and ramifications
of this waiver provision.

Section 30. Tenant and Landlord Defined. The word “Tenant” shall be deemed and taken to mean
Beta Technologies, Inc. and its successors and permitted assigns. The term “Landlord” as used in this
Agreement means only the owner for the time being of the Premises, so that, in the event of any sale thereof,
the seller shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord
hereunder not theretofore accrued, and it shall be deemed and construed, without further agreement between
the parties or between the parties and the purchaser of the Premises, that such purchaser has assumed and
agreed to carry out any and all covenants and obligations of Landlord hereunder.

Section 33. Notice of Lease. The parties will at any time, at the request of either one, promptly execute



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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). Landlord shall, upon request of Tenant, promptly execute
and deliver to Tenant 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. Tenant 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 34. Number; Gender; “Including”. Wherever the context so requires, the singular and the
plural form of words and words of masculine or feminine gender shall, within those respective
classifications, be deemed interchangeable. The term “including”, and variants thereof, shall mean
“including without limitation” unless the context otherwise expressly provides.

Section 35. Captions; Headings. The captions and section numbers appearing in this Agreement are
inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent
of such sections, nor in any way affect this Agreement or have any substantive effect.

Section 36. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same instrument;
such counterparts may be evidenced by pdf or similar reproduction methods and/or may be executed
electronically using electronic signature software (e.g., DocuSign or similar software) or similar methods
(each a method of “Electronic Execution”), and each pdf or Electronic Execution shall have the same legal
and binding effect as original signatures; upon the request of either party, the other shall furnish a copy or
copies with original signature within five (5) business days.

Section 37. Waiver of Rule of Construction. The parties waive the benefit of any rule that this
Agreement is to be construed against one party or the other.

Section 38. Entire Agreement; Amendment. This Agreement and the exhibits hereto and the
agreements referenced herein embody the entire agreement and understanding between the parties relating
to the subject matter hereof and there are no covenants, promises, agreements, conditions or understandings,
oral or written, except as herein set forth. This Agreement may not be amended, waived or discharged
except by an instrument in writing executed by both parties.

Section 39. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.

Section 40. Commissions and Fees. The parties hereto 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 other finder’s fees or commissions related thereto, and each
party agrees to indemnify and hold harmless the other for all claims or demands of any 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.

Section 41. Tenant Representations and Warranties. The Tenant makes the following
representations and warranties to and for the benefit of Landlord:

 (a) Tenant is a Delaware corporation, validly existing and in good standing under the laws of
the State of Delaware and qualified to do business in the State of Vermont and has the full power and
authority to enter into, execute, deliver, and consummate the transaction contemplated by this Agreement
and any instruments and agreements contemplated herein. Tenant has taken all action required by law or
by its organizational or corporate documents to authorize the execution, delivery, and consummation of the



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transaction contemplated hereby.

 (b) The consummation of the transaction contemplated by this Agreement will not violate or
be in conflict with any provision of Tenant’s governing documents, or any other agreement or instrument
to which Tenant is a party or by which Tenant is bound, or any judgment, decree, order, statute, rule or
regulation applicable to Tenant.

 (c) This Agreement constitutes the legal, valid and binding obligation of Tenant in accordance
with its terms. No consent or approval of any trustee or holder of any indebtedness of the Tenant, and no
consent, permission, authorization, order or license of, or filing or registration with, any governmental
authority is necessary in connection with the execution and delivery of this Agreement or the consummation
of any transaction herein contemplated, except as have been obtained or made and as are in full force and
effect.

 (d) No information, exhibit or report furnished to the Landlord by the Tenant in connection
with the negotiation of this Agreement knowingly contains any untrue statement of a material fact or
knowingly omits to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.

Section 42. No Partnership. The parties do not intend by this Agreement to create, nor shall this
Agreement be deemed to create, a partnership or a joint venture among the parties; each party is an
independent actor and entity, and nothing in this Agreement shall be deemed to make either party an agent
or partner of the other, or to give either party the right to bind the other in any way, notwithstanding any
reference to the Project as a “public-private partnership.”

Section 43. No Third-Party Rights. This Agreement is made solely and specifically between and for
the benefit of the parties hereto, and their respective successors and assigns, subject to the express
provisions hereof relating to successor and assigns, and except as otherwise expressly set forth herein, no
other person, individual, corporation or entity, whatsoever, shall have any rights, interests or claims
hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary
or otherwise.

Section 44. Consents and Approvals. Wherever this Agreement requires the approval or consent of
Landlord or Tenant, unless a different standard is expressly indicated, such approval or consent shall not
be unreasonably withheld, conditioned or delayed. Wherever this Agreement requires the approval or
consent of Landlord or Tenant, unless a different time period is expressly provided, such party shall respond
to any written request for approval or consent within ten (10) business days following receipt of the same.
Such response shall include either the party’s consent to, or rejection of, such request. The responding party
may also request additional information or materials related to the approval or consent requested (provided
such request shall not extend the time of such party to respond to the request). If any party fails to respond
to any written request for approval or consent within such time period as may be provided in this
Agreement, the party requesting such approval or consent may elect to send an additional written notice
that (i) is marked URGENT, IMMEDIATE RESPONSE REQUIRED and states the approval or consent
that is requested, and (ii) states that the failure to respond to such request within two (2) business days after
receipt of such additional written notice shall be deemed approval or consent. If such additional notice is
sent as aforesaid, the failure to respond to such request within two (2) business days after receipt of such
additional written notice shall be deemed approval or consent to the request contained therein (a “Deemed
Approval”). Wherever this Agreement requires the approval or consent of Landlord or Tenant, if such party
determines to withhold such approval or consent, such party shall state in reasonable detail the basis for
withholding such approval or consent.




 36
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BTV Draft 10/14/25


Section 45. Estoppel. Each party shall, within thirty (30) business days after request by the other party,
execute and deliver to the requesting party, or the party designated by the requesting party, a statement
certifying that: (i) this Agreement is unmodified and in full force and effect (or, if there have been
modifications, stating the modifications, and that the modified Agreement is in full force and effect); (ii)
whether, to the responding party’s knowledge, either party is in default in performance of any of its
obligations under this Agreement, and, if so, specifying each default; and (iii) any other information
reasonably requested concerning this Agreement.

Section 46. Further Assurances. Each party agrees that it will, without further consideration, execute
and deliver such other documents and take such other action as may be reasonably requested by the other
party to consummate more effectively the purposes or subject matter of this Lease, including amending this
Lease to adjust the legal description of the Premises following construction to account for as-built
conditions and entering into separate easements or other instruments to effectuate the access, use and other
rights set forth in this Lease; provided, however, that the execution and delivery of such documents by such
party shall not result in any additional liability or material cost to such party.

Section 47. Dispute Resolution; Attorneys’ Fees. If a dispute arises between the parties with regard
to the performance or interpretation of any terms of this Agreement, the parties agree to use the following
procedures in the order as set forth below:

 (a) Negotiation. A meeting shall be held between the Landlord and Tenant regarding the
dispute to attempt in good faith to negotiate a resolution of the dispute (the “Negotiation Meeting”); such
Negotiation Meeting shall be held within five (5) business days of a party’s written request for such a
meeting and may occur by telephone or video conference.

 (b) Mediation. If the parties fail to resolve their dispute through the Negotiation Meeting,
either party (the “Notifying Party”) may demand non-binding mediation in an effort to resolve the dispute
by giving written notice (the “Notice of Dispute”) to the other party (the “Receiving Party”). The Notice
of Dispute shall include, in detail, the issues in dispute that the Notifying Party deems relevant to the
mediation. Within five (5) business days following the date of the Notice of Dispute, the Receiving Party
shall submit to the Notifying Party a list of three (3) persons in Vermont or adjacent states who (i) do not
have any professional, business, family or personal affiliation with any of the parties that would
compromise their independence, (ii) have relevant training, experience and expertise with regard to the
matters in dispute, and (iii) are reasonably available to mediate the dispute (the “Mediator List”). The
Notifying Party shall, within three (3) business days following receipt of the Mediator List select a mediator
(the “Designated Mediator”) from the Mediator List and give written notice of the identification of the
Designated Mediator to the Receiving Party and to the Designated Mediator. If the Receiving Party fails to
approve a Mediator List within the time provided above, the Notifying Party shall have the right, upon
notice to the Receiving Party, to designate a Designated Mediator who the Notifying Party reasonably
believes will satisfy the Mediator criteria set forth above. The parties shall use good faith efforts to schedule
and conduct the mediation as expeditiously as is reasonably possible, and the parties shall use their best
efforts to make authorized representatives with authority to settle the dispute available for mediation and to
cooperate in the mediation. The cost of Mediation, including any fees charged by the Mediator, shall be
paid in equal shares by the Notifying Party and the Receiving Party.

 (c) All negotiation shall occur in Chittenden County, Vermont at a mutually agreeable
location; all Mediation shall occur or at the office of the Designated Mediator unless the parties to the
dispute otherwise agree.

 (d) If the parties fail to resolve the dispute through negotiation or mediation, then (1) if the
parties agree on binding arbitration, they shall submit the matter to binding arbitration by a single arbitrator,



 37
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BTV Draft 10/14/25


or (2) a party may seek an adjudicated resolution through an appropriate court.

 (e) The parties consent to the inclusion in any mediation, arbitration, or litigation (by
consolidation, joinder, or any other manner) third parties substantially involved in a question of law or fact
common to a dispute between the parties under this Agreement.

 (f) The substantially prevailing party in any dispute arising out of or relating to this Agreement
that is resolved by binding arbitration or by litigation shall be entitled to recover from the other party its
reasonable attorneys’ fees, costs and expenses incurred in connection therewith.

 (g) This dispute resolution provision shall survive the expiration or termination of this
Agreement.

 One Signature Page Follows




 38
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BTV Draft 10/14/25


IN WITNESS WHEREOF, the parties, as evidenced by the signatures of their duly authorized agents, do
hereby execute this Agreement as of the date first set forth above.


 LANDLORD

 City of Burlington


 By: _________________________
 Name: __________________________
 Title: _________________________

STATE OF VERMONT
CHITTENDEN COUNTY, SS.

This Lease was acknowledged before me on ____________, 2025, by _______________ as
__________and Authorized Agent of the City of Burlington.

 Before me, _______________________________
 Notary Public State of Vermont
 My commission expires: 1.31.27
 My credential number: _________________

 TENANT


 Beta Technologies, Inc.

 By: _______________________________
 Name: _______________________________
 Title: Duly Authorized Agent

STATE OF VERMONT
CHITTENDEN COUNTY, SS.

This Lease was acknowledged before me on ____________, 2025, by _______________ as
__________and Authorized Agent of Beta Technologies, Inc.

 Before me, _______________________________
 Notary Public State of Vermont
 My commission expires: 1.31.27
 My credential number: _________________




 39
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BTV Draft 10/14/25


 EXHIBIT A

 DEPICTION OF AIRPORT PROPERTY

 [PENDING]




 40
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BTV Draft 10/14/25



 EXHIBIT B-1

 LEASE PLAN

 [PENDING]




 41
 Page 121 of 165
BTV Draft 10/14/25



 EXHIBIT B-2

 PREMISES LEGAL DESCRIPTION

 [PENDING]




 42
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BTV Draft 10/14/25


 EXHIBIT C

 AUTHORIZED REPRESENTATIVES

City: Director of Aviation
 Deputy Director of Operations (Airport)
 Engineering Director (Airport)

Beta: Kyle Clark
 Blain Newton
 Alex Gagnon




 43
 Page 123 of 165
BTV Draft 10/14/25


 EXHIBIT D

 Reserved




 44
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BTV Draft 10/14/25


 EXHIBIT E

 REQUIRED FEDERAL PROVISIONS

I. Tenant agrees to comply with pertinent statutes, Executive Orders and such rules as are
promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age,
or disability be excluded from participating in any activity conducted with or benefiting from Federal
assistance. If Tenant transfers its obligation to another, the transferee is obligated in the same manner as
Tenant. This provision obligates Tenant for the period during which the property is owned, used or
possessed by Tenant and the Airport remains obligated to the Federal Aviation Administration. This
provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

II. Compliance with Nondiscrimination Requirements: During the performance of this contract,
the Tenant, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”),
agrees as follows:

1. Compliance with Regulations: The Contractor (hereinafter includes consultants) 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. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract,
will not discriminate on the grounds of race, color, or national origin in the selection and retention of
subcontractors, including procurements of materials and leases of equipment. The Contractor 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 Subcontracts, including Procurements of Materials and Equipment: In all
solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed
under a subcontract, including procurements of materials, or leases of equipment, each potential
subcontractor or supplier will be notified by the Contractor of the contractor’s obligations under this
contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

4. Information and Reports: The Contractor 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 a contractor is in the exclusive possession
of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor 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 a Contractor’s continuing noncompliance with the
nondiscrimination provisions of this contract and failure to cure the same following the applicable notice
and cure provisions of this Agreement, the sponsor will impose such contract sanctions as it or the Federal
Aviation Administration may determine to be appropriate, including, but not limited to:

 a. Withholding payments to the Contractor under the contract until the Contractor complies;
 and/or
 b. Cancelling, terminating, or suspending a contract, in whole or in part.




 45
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BTV Draft 10/14/25


6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one
through six in every subcontract, including procurements of materials and leases of equipment, unless
exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action
with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may
direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the
Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of
such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of
the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect
the interests of the United States.

III. During the performance of this Agreement, the Tenant, for itself, its assignees, and successors in
interest (hereinafter referred to as the “Contractor”) agrees to comply with the following nondiscrimination
statutes and authorities; including but not limited to:

• Title VI of the Civil Rights Act of 1964 (42 USC § 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);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC
 § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired
 because of Federal or Federal-aid programs and projects);
• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits
 discrimination on the basis of disability); and 49 CFR part 27;
• The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination
 on the basis of age);
• 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);
• 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);
• 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 USC §§ 12131 – 12189) as
 implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;
• The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits
 discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations
 and Low-Income Populations, which ensures nondiscrimination 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;
• 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);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from
 discriminating because of sex in education programs or activities (20 USC 1681 et seq).




 46
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BTV Draft 10/14/25


 Schedule 1(d)

 PERMITTED ENCUMBRANCES

 [PENDING]




 47
 Page 127 of 165
BTV Draft 10/14/25


 Schedule 7(f)

 PARAMETERS FOR CAPITAL RESERVE ACCOUNt

 [PENDING]




 48
 Page 128 of 165
BTV Draft 10/14/25


 Schedule 20(b)

 LEASE SCHEDULE

 None.




25112718.6




 49
 Page 129 of 165
 GROUND LEASE
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\\us0261-ppfss01\workgroup\1794\active\179450350\transportation\drawing\Exhibit\BETA GA Hangar Lease\179450350_EX-B1_lease_area_pln.dwg, 10/7/2025 3:01:46 PM, DWG To PDF 400N.pc3
 ISSUED
 OCTOBER 7, 2025


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 EXHIBIT
 B-1
 Page 130 of 165
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Airport Submitter: Nicolas Longo

 Title/Subject: Request to execute a ground lease agreement with Beta Technologies

 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 10/21/2025

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 10/10/2025 Nicolas Longo

 Mayor’s Office Yes 10/15/2025 Erin Jacobsen
 Board/Commission Yes 10/15/2025 Airport Commission
 City Attorney’s Office for memo and Yes 10/8/2025 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 10/15/2025 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 131 of 165
 AVAILABLE
 AERONAUTICAL
 DEVELOPMENT SITES




 AERONAUTICAL TOTAL AREA:
 6.173 ACRES
1
 AREA 1: 2.751 ACRES

 AREA 2: 2.129 ACRES

 AREA 3: 0.490 ACRES

 AREA 4: 0.528 ACRES

 AREA 5: 0.275 ACRES




 LEGEND
 2 5
 3
 AVIATION SITE

 4




 Page 132 of 165
 Resolution Relating to RESOLUTION________
 Sponsor(s): Bd. of Finance
 Introduced: ____________________
 AUTHORIZATION FOR PUBLIC IMPROVEMENT
 Referred to: ____________________
 BONDS FOR SCHOOL DISTRICT ______________________________
 CAPITAL IMPROVEMENTS – Action: ________________________
 MARCH 7, 2017 VOTER AUTHORIZATION Date: __________________________
 Signed by Mayor: ________________

 CITY OF BURLINGTON
 In the year Two Thousand Twenty-Five..………………………………………………………………………
 Resolved by the City Council of the City of Burlington, as follows:

 1 That WHEREAS, on March 7, 2017, voters of the City of Burlington approved a ballot question and
 2 authorized the City Council to issue general obligation bonds or notes in an aggregate principal amount not to
 3 exceed Nineteen Million Dollars and 00/100 ($19,000,000.00) for the purpose of accomplishing capital
 4 improvements at each of the school district's buildings in order to eliminate or substantially reduce the
 5 deferred maintenance of such buildings in order to preserve their value for future educational use; and
 6 WHEREAS, at a special meeting of the City of Burlington held on November 8, 2022, voters of the
 7 City of Burlington approved the use of the proceeds of the general obligation bonds or notes authorized under
 8 the March 7, 2017 voter approval for the construction of facilities for Burlington High School;
 9 WHEREAS, pursuant to such voter authorization, the City previously issued its $300,000 General
10 Obligation Public Improvement Bonds, Series 2017C, its $6,000,000 General Obligation Public Improvement
11 Bonds Series, 2018B, its $2,000,000 General Obligation Public Improvement Bonds, Series 2023A, and its
12 $7,700,000 General Obligation Public Improvement Bonds, Series 2024A, for the Burlington School District;
13 and
14 WHEREAS, the Chair of the Board of School Commissioners of the Burlington School District has
15 requested that the City Council issue general obligation bonds or notes in a principal amount not to exceed
16 Three Million Dollars ($3,000,000) pursuant to the March 7, 2017 voter authorization to finance capital
17 improvements, additions and replacements to Burlington High School and Burlington Technical Center,
18 including new construction (the “Project”); and
19 WHEREAS, while the School Department is managed by the Board of School Commissioners (the
20 “Board”), whose members are separately elected from the City Council, the City Council is responsible for the
21 issuance of bonds for school purposes; and
22 WHEREAS, the Board is required under the City Charter to allocate sufficient funds for the payment
23 of the principal and interest due or coming due on City bonds issued for school purposes; and




 Page 133 of 165
 Page 2
 Resolution Relating to AUTHORIZATION FOR PUBLIC IMPROVEMENT BONDS FOR SCHOOL
 DISTRICT CAPITAL IMPROVEMENTS – MARCH 7, 2017 VOTER
 AUTHORIZATION


24 WHEREAS, the City Council, upon the request of the Board, wishes to approve the issuance of such
25 general obligation public improvement bonds in a principal amount not to exceed Three Million Dollars
26 ($3,000,000) pursuant to the March 7, 2017 voter authorization;
27 NOW, THEREFORE, BE IT RESOLVED that the City Council has determined that it is necessary to
28 pledge the credit of the City in an aggregate principal amount not to exceed Three Million Dollars and 00/100
29 ($3,000,000.00) and to issue general obligation public improvement bonds or notes for such purpose (the
30 “Bonds”); and
31 BE IT FURTHER RESOLVED that such Bonds may be sold in a private placement, competitive
32 public offering, or negotiated sale with one or more underwriters or underwriting firms, and may be sold and
33 issued with the other general obligation bonds or notes approved by the City Council;
34 BE IT FURTHER RESOLVED that the pledging of the City's credit for such Bonds is hereby
35 authorized, with the amount of indebtedness and the form of the evidence of indebtedness to be issued, the
36 interest rates, and payment schedule to be further determined by the Chief Administrative Officer; provided
37 that the true interest cost for the Bonds as determined by the Chief Administrative Officer, shall not exceed six
38 and one-half percent (6.50%) per annum; and
39 BE IT FURTHER RESOLVED that in the event the true interest cost of the Bonds would exceed six
40 and one-half percent (6.50%) per annum, the prior approval of the City’s Board of Finance shall be required;
41 and
42 BE IT FURTHER RESOLVED that the Bonds, when issued and delivered, shall be valid and binding
43 general obligations of the City payable according to the terms and tenor thereof from unlimited ad valorem
44 taxes duly assessed on the grand list of all taxable property in the City and from the Burlington School District
45 funds received from the State of Vermont Education Fund; and
46 BE IT FURTHER RESOLVED that the Mayor, the Chief Administrative Officer, the Director of
47 Finance, and the Assistant Director of Finance are, and each one of them is, hereby authorized and directed to
48 prepare one or more Official Statements of the City as they deem necessary in the City’s best interest. The
49 Mayor, the Chief Administrative Officer, the Director of Finance, and the Assistant Director of Finance are,
50 and each one of them is, hereby authorized to execute and deliver one or more final Official Statements and to
51 execute and deliver such agreements approved as to form by legal counsel, including one or more bond
52 purchase agreement with the underwriter or underwriters for the Bonds, continuing disclosure certificates,




 Page 134 of 165
 Page 3
 Resolution Relating to AUTHORIZATION FOR PUBLIC IMPROVEMENT BONDS FOR SCHOOL
 DISTRICT CAPITAL IMPROVEMENTS – MARCH 7, 2017 VOTER
 AUTHORIZATION


53 certificates as to use of proceeds and all other documents, agreements and instruments necessary or convenient
54 in connection with the issuance of the Bonds; and
55 BE IT FURTHER RESOLVED that in order to obtain efficiency in the issuance of the Bonds, reduce
56 transaction expenses, and seek the potential opportunity for more favorable interest rates, the Chief
57 Administrative Officer may combine the issuance of the Bonds in one or more series with other bonds or notes
58 as authorized by the City Council for other capital projects; and
59 BE IT FURTHER RESOLVED that if in the opinion of the Chief Administrative Officer, it is
60 desirable and in the City’s best interest to obtain bond insurance for the Bonds, the Mayor, the Chief
61 Administrative Officer, the Director of Finance, and the Assistant Director of Finance are, and each one of
62 them is, hereby authorized to enter into such agreements and instruments approved as to form by legal counsel
63 with the bond insurer in order to obtain bond insurance for the Bonds.
64
65 TM/Resolutions 2025/Authorization for Public Improvement Bonds for School District Capital Improvements -- March 7, 2017 Voter
66 Authorization
67 10/16/25




 Page 135 of 165
 t]:s:fite t {}::Fie [:
.ft BURLINGTON
 'frrn F],;;rag:r:. 5u6.:,:rintci.:r-lcrrt
 1ji0 Colche:ster A.rie ::r;r
 -Fi, 3i;r'ii*gicn, V'l C540i
 io2 B('' -:''i;2
 tf i ;: n a ga n(Q lxdvl.c r g




  MEMC&ANDUIVI

  To: Burlington City Council
  From: Clare Wool, Chair, Burlington Board of School Commissioners
  CE: Nathan Lavery, Executive Director of Finance and Operations
  Date: t0/!4/202s
  Subject FY26 Bonding Authorization




  The purpose of this memorandum is to support Burlington School District's request to execute bonding in
  the amount of S19,000,000 as part of the City of Burlington's pending bond issuance.


  All proceeds from this issuance are intended to support the BHS/BTC construction project. ln the event
  that any bond proceeds remain unspent at the conclusion ofthe project, such funds will be used to finance
  capital improvements, additions, renovations and replacements for school district facilities.

  The following is a list of the relevant voter authorizations


 L 52 million annual charter-authorized amounts going towards the BHS/BTC project,
 2. S14 million of the November 2O22 voter authorization going towards the BHS/BTC project,
 3. 53 million from the March 2017 voter authorilation going towards the BHS/BTC project (note
 this exhausts the 2017 authorization).


  The Board of School Commissioners' FY26 budget development process included an assessment of
  expected capital borrowing costs and estimated debt service increases, which were incorporated into the
  final budget amount adopted by the Board with the understanding that the City of Burlington would
  conduct the actual borrowing. The Board adopted this budget on January 2L,2025 and the total budget
  amount was approved by voters on March 4,2025.

  It is on this basis that, as Chair of the Board of School Commissioners, I respectfully request that the City
  Council issue Nineteen Million Dollars (S19,000,000) of general obligation bonds.




 ./o 26
 Clare Wool, Chair of the Board of School Commissioners Date




 I

 Page 136 of 165
 .l i It it
 Board of Finance and City Council Submission Checklist
 Department of Finance and Darlene Bayko
 Department: Administration Submitter:

 Title/Subject: FY26 BSD Annual Bonding

 Approval: Meeting Date:
 ☐ Board of Finance Click or tap to enter a date.
 ☐ City Council Click or tap to enter a date.
 ☒ Concurrent 10/21/2025

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 10/15/2025 Katherine Schad

 Mayor’s Office informed and approved memo Yes 10/16/2025 Erin Jacobsen
 Board/Commission, if required N/A Click or tap Click or tap here to
 to enter a enter text.
 date.
 City Attorney’s Office has approved contract N/A Click or tap Click or tap here to
 and/or legal documents, to enter a enter text.
 -Identify attorney in note date.
 City Attorney’s Office has approved memo and Yes 10/16/2025 Erik Ramakrishnan
 motion(s) or resolution(s)
 -Identify attorney in note
 CAO has reviewed budget, financing, and Yes 10/15/2025 Katherine Schad
 memo
 Human Resources, if personnel action N/A Click or tap Click or tap here to
 -Identify HR Manager in note to enter a enter text.
 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? Choose an item. Click or tap here to enter text.
 Additional Materials, if necessary N/A
 Draft Resolution or Motion? N/A Click or tap here to enter text.
 If for submission to Council, are N/A
 sponsors identified?




 Page 137 of 165
 Resolution Relating to RESOLUTION________
 Sponsor(s): Bd. of Finance
 Introduced: ____________________
 AUTHORIZATION FOR SCHOOL DISTRICT CAPITAL
 Referred to: ____________________
 IMPROVEMENT BONDS FOR BURLINGTON HIGH ______________________________
 SCHOOL – NOVEMBER 8, 2022 VOTER Action: ________________________
 AUTHORIZATION Date: __________________________
 Signed by Mayor: ________________

 CITY OF BURLINGTON
 In the year Two Thousand Twenty-Five………………………………………………………………………
 Resolved by the City Council of the City of Burlington, as follows:

 1 That WHEREAS, at a special meeting held on November 8, 2022, voters of the City of Burlington
 2 authorized the City Council to issue general obligation bonds or notes in one or more series in an aggregate
 3 principal amount not to exceed One Hundred Sixty-Five Million Dollars and 00/100 ($165,000,000.00) for the
 4 purpose of making capital improvements to Burlington High School and Burlington Technical Center,
 5 including new construction (the “Project”); and
 6 WHEREAS, by resolution adopted July 24, 2023, the City Council approved the issuance of up to an
 7 aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) of bonds or notes, in one
 8 or more series, pursuant to the November 8, 2022 voter approval, of which Forty Million Dollars
 9 ($40,000,000) in principal amount was to be used to refinance a prior note issued in anticipation of issuance of
10 a bond, which bonds were issued on September 13, 2023 as part of the City’s General Obligation Public
11 Improvement Bonds, Series 2023A; and
12 WHEREAS, by resolution adopted July 15, 2024, the City Council approved the issuance of up to an
13 aggregate principal amount of Fifteen Million Dollars ($15,000,000) of bonds or notes, in one or more series,
14 pursuant to the November 8, 2022 voter approval, which bonds were issued on October 8, 2024 as part of the
15 City’s General Obligation Public Improvement Bonds, Series 2024A,
16 WHEREAS, while the School Department is managed by a Board of School Commissioners, whose
17 members are separately elected from the City Council, the City Council is responsible for the issuance of
18 bonds for school purposes; and
19 WHEREAS, the Board of School Commissioners is required under the City Charter to allocate
20 sufficient funds for the payment of the principal and interest due or coming due on City bonds issued for
21 school purposes; and
22 WHEREAS, the Chair of the Board of School Commissioners has requested that the City Council
23 approve the issuance of Fourteen Million Dollars ($14,000,000) of bonds or notes pursuant to the November
24 8, 2022 voter approval, for the Project; and
25 WHEREAS, the City Council now wishes to approve the issuance of up to an aggregate principal
26 amount of Fourteen Million Dollars ($14,000,000) of bonds or notes, in one or more series, pursuant to the


 Page 138 of 165
 Page 2
 Resolution Relating to AUTHORIZATION FOR SCHOOL DISTRICT CAPITAL IMPROVEMENT
 BONDS FOR BURLINGTON HIGH SCHOOL – NOVEMBER 8, 2022
 VOTER AUTHORIZATION

27 November 8, 2022 voter approval, with the expectation that additional amounts may be issued at later dates,
28 subject to the maximum amount approved by the voters at the November 8, 2022 special meeting of the City;
29 NOW, THEREFORE, BE IT RESOLVED that the City Council has determined that it is necessary to
30 pledge the credit of the City and to issue bonds or notes, in one or more series, in an aggregate principal
31 amount not to exceed Fourteen Million Dollars and 00/100 ($14,000,000.00) (the “Bonds”), to finance costs of
32 the Project, as approved by the voters at the November 8, 2022 meeting; and
33 BE IT FURTHER RESOLVED that such Bonds may be sold in a private placement, public offering, or
34 negotiated sale with one or more lenders, underwriters or underwriting firms; may be sold and issued with
35 other general obligation bonds or notes approved by the City Council; and, if issued through a negotiated
36 offering, the City may enter into a loan agreement or bond purchase agreement approved as to form by legal
37 counsel with the lender or the underwriter, as the case may be, for such purpose; and
38 BE IT FURTHER RESOLVED that the pledging of the City’s credit for such Bonds is hereby
39 authorized, with the amount of indebtedness and the form of the evidence of indebtedness to be issued, the
40 interest rates, and payment schedule, to be further determined by the Chief Administrative Officer, the
41 Director of Finance, or the Assistant Director of Finance; provided that the true interest cost for the Bonds as
42 determined by the Chief Administrative Officer shall not exceed six and one-half percent (6.50%) per annum;
43 and
44 BE IT FURTHER RESOLVED that in the event that the true interest cost of the Bonds would exceed
45 six and one-half percent (6.50%) per annum, the prior approval of the City’s Board of Finance shall be
46 required; and
47 BE IT FURTHER RESOLVED that the Bonds, when issued and delivered, shall be valid and binding
48 general obligations of the City payable according to the terms and tenor thereof from unlimited ad valorem
49 taxes duly assessed on the grand list of all taxable property in the City and from the Burlington School District
50 funds received from the State of Vermont Education Fund; and
51 BE IT FURTHER RESOLVED that the Mayor, the Chief Administrative Officer, the Director of
52 Finance, and the Assistant Director of Finance are, and each one of them is, hereby authorized and directed to
53 prepare one or more official statement(s) of the City, as they deem necessary in the City’s best interest. The
54 Mayor, the Chief Administrative Officer, the Director of Finance, and the Assistant Director of Finance are,
55 and each one of them is, hereby authorized to execute and deliver one or more final official statements and to
56 execute and deliver such agreements approved as to form by legal counsel, including one or more loan
57 agreements or bond purchase agreements with the lender, underwriter or purchaser of the Bonds, certificates




 Page 139 of 165
 Page 3
 Resolution Relating to AUTHORIZATION FOR SCHOOL DISTRICT CAPITAL IMPROVEMENT
 BONDS FOR BURLINGTON HIGH SCHOOL – NOVEMBER 8, 2022
 VOTER AUTHORIZATION

58 as to use of proceeds and all other documents, agreements and instruments as may be necessary or convenient
59 in connection with the issuance of the Bonds; and
60 BE IT FURTHER RESOLVED that if, in the opinion of the Chief Administrative Officer, it is
61 desirable and in the City’s best interest to obtain bond insurance for the Bonds, the Mayor, the Chief
62 Administrative Officer, the Director of Finance, and the Assistant Director of Finance are, and each one of
63 them is, hereby authorized to enter into such agreements and instruments approved as to form by legal counsel
64 with the bond insurer in order to obtain bond insurance for the Bonds; and
65 BE IT FURTHER RESOLVED that, in order to obtain efficiency in the issuance of such Bonds,
66 reduce transaction expenses, and seek the potential opportunity for more favorable interest rates, the Chief
67 Administrative Officer may combine the issuance of the Bonds in one or more series with other bonds or notes
68 as authorized by the City Council for other capital projects.
69
70
71 TM/Resolutions 2025/Authorization for School District Capital Improvement Bonds for Burlington High School – November 8, 2022 Voter
72 Authorization
73 10/16/25




 Page 140 of 165
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  MEMC&ANDUIVI

  To: Burlington City Council
  From: Clare Wool, Chair, Burlington Board of School Commissioners
  CE: Nathan Lavery, Executive Director of Finance and Operations
  Date: t0/!4/202s
  Subject FY26 Bonding Authorization




  The purpose of this memorandum is to support Burlington School District's request to execute bonding in
  the amount of S19,000,000 as part of the City of Burlington's pending bond issuance.


  All proceeds from this issuance are intended to support the BHS/BTC construction project. ln the event
  that any bond proceeds remain unspent at the conclusion ofthe project, such funds will be used to finance
  capital improvements, additions, renovations and replacements for school district facilities.

  The following is a list of the relevant voter authorizations


 L 52 million annual charter-authorized amounts going towards the BHS/BTC project,
 2. S14 million of the November 2O22 voter authorization going towards the BHS/BTC project,
 3. 53 million from the March 2017 voter authorilation going towards the BHS/BTC project (note
 this exhausts the 2017 authorization).


  The Board of School Commissioners' FY26 budget development process included an assessment of
  expected capital borrowing costs and estimated debt service increases, which were incorporated into the
  final budget amount adopted by the Board with the understanding that the City of Burlington would
  conduct the actual borrowing. The Board adopted this budget on January 2L,2025 and the total budget
  amount was approved by voters on March 4,2025.

  It is on this basis that, as Chair of the Board of School Commissioners, I respectfully request that the City
  Council issue Nineteen Million Dollars (S19,000,000) of general obligation bonds.




 ./o 26
 Clare Wool, Chair of the Board of School Commissioners Date




 I

 Page 141 of 165
 .l i It it
 Board of Finance and City Council Submission Checklist
 Department of Finance and Darlene Bayko
 Department: Administration Submitter:

 Title/Subject: FY26 BSD Annual Bonding

 Approval: Meeting Date:
 ☐ Board of Finance Click or tap to enter a date.
 ☐ City Council Click or tap to enter a date.
 ☒ Concurrent 10/21/2025

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 10/15/2025 Katherine Schad

 Mayor’s Office informed and approved memo Yes 10/16/2025 Erin Jacobsen
 Board/Commission, if required N/A Click or tap Click or tap here to
 to enter a enter text.
 date.
 City Attorney’s Office has approved contract N/A Click or tap Click or tap here to
 and/or legal documents, to enter a enter text.
 -Identify attorney in note date.
 City Attorney’s Office has approved memo and Yes 10/16/2025 Erik Ramakrishnan
 motion(s) or resolution(s)
 -Identify attorney in note
 CAO has reviewed budget, financing, and Yes 10/15/2025 Katherine Schad
 memo
 Human Resources, if personnel action N/A Click or tap Click or tap here to
 -Identify HR Manager in note to enter a enter text.
 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? Choose an item. Click or tap here to enter text.
 Additional Materials, if necessary N/A
 Draft Resolution or Motion? N/A Click or tap here to enter text.
 If for submission to Council, are N/A
 sponsors identified?




 Page 142 of 165
 ​
 ​




October 21, 2025

MEMO TO: Mayor Emma Mulvaney-Stanak and Chief Administrative Officer
Katherine Schad
FROM: Jordan Mitchell, Town Meeting TV Director of Operations, jmitchell@cctv.org
RE: Town Meeting TV FY25 Update and FY26/Municipality’s FY27 Budget Request

Town Meeting TV submits this report to brief the Board of Finance on last fiscal year’s
operations, hear from the community on how we might better serve your needs, and
request an annual municipal contribution in the three amounts as follows:
 ●​ A municipal contribution in the amount of $30,631 for general Town Meeting TV
 operations
 ●​ $30,000 to Town Meeting TV for production support of ongoing hybrid meeting
 coverage of 6 Neighborhood Planning Assemblies per month. This represents less
 than half of the actual cost of services.
 ●​ $44,100 to CCTV Productions for additional Burlington municipal meeting
 coverage

Introduction: Town Meeting Television was launched by its member communities
in September 1990. Town Meeting TV is operated by CCTV Center for Media &
Democracy on behalf of the Chittenden County Government Access Channel
Trust. Town Meeting TV Trustees oversee policy and budget decisions on behalf of
the municipalities. Town Meeting TV serves as a community partner to
municipalities by providing meeting and community event recording and archiving,
technical support for hybrid meetings, hosting candidate forums and election
programming, and supporting media education for members of the community.

The City of Burlington is currently represented by Kevin Lumpkin on the Town Meeting TV
Trustees. Thank you to Kevin for the expertise and dedication he brings to the Trustees.

Between 10/1/2024 and 9/30/2025, Town Meeting TV produced and supported
1,657 programs for our member communities; 351 of these programs were
categorized as municipal coverage.


 Town Meeting TV Update & Budget Request for 7/1/26 - page 1 of 11

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The contract between the Trustees and CCTV stipulates production of 5
meetings per month and at least 1 municipality-specific general program. Municipal
officials and the public are invited to inform us of coverage opportunities for
community based programming. Last fiscal year, Town Meeting TV live streamed,
recorded, produced, and archived 200 meetings and 130 general programs for
the City of Burlington. Meetings can be brown down as follows:
 ●​ 26 City Council
 ●​ 25 Board of Finance
 ●​ 20 Department (TEUC, other as-requested)
 ●​ 65 Neighborhood Planning Assembly (NPA)
 ●​ 8 Police Commission
 ●​ 21 Development Review Board
 ●​ 11 Department of Public Works
 ●​ 24 Executive/Mayor’s Press Conferences

Town Meeting TV provides coverage of local community events, election candidates
and results, legislative updates, and municipal updates. In addition, we offer media
education, equipment and studio space for public use, archiving of community
content, and technical support for municipalities.

​This municipal contribution helps ensure Town Meeting TV can continue to meet
 community needs for government accessibility, transparency, media literacy, and free
 speech.
 ​
 ​Additional Meeting Coverage: Municipalities may opt to purchase additional
  meeting coverage or archiving services through CCTV Productions. The current
  municipal rate for meeting production, including pre-production, field production,
  live streaming and live titling, post-production, and archiving is $112/hour. Costs for
  titling, airing, and archiving recorded meetings conducted without Town Meeting TV
  operators can also be calculated on a case by case basis.
  ​
  ​Reach out to the CCTV Productions team by email at production@cctv.org or by
 phone at 802-862-3966 x113 to start the conversation and request an estimate.
​




 Town Meeting TV Update & Budget Request for 7/1/26 - page 2 of 11

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Town Meeting TV FY25 Report
Town Meeting TV opens the door to local government.
Launched in 1990 to cover municipal events and public issues, Town Meeting TV is
Chittenden County's regional government access television channel overseen by
municipally appointed representatives from Burlington, South Burlington, Essex,
Essex Junction, Williston, Winooski, Colchester, and St. George. Town Meeting TV
airs over 100 hours of public meetings, election coverage, and community events
each month. Town Meeting TV is a trusted producer, educational and equipment
resource, and community archive of video providing access to local government
 and facilitating engagement in local democracy.
 Town Meeting TV programs are made available
 on cable channels Comcast 1087, Burlington
 Telecom 17, 217, and 317, as well as available on
 demand at www.CH17.TV (with clickable
 agendas) and both on demand and live
 streaming at YouTube.com/TownMeetingTV
 (with clickable agendas and auto-generated
 captions in multiple languages).
​
Revenue Sources: Town Meeting TV is funded by a diversity of sources but
primarily by the cable subscribers of Comcast and Burlington Telecom (BT). In
addition to the requirement on cable companies to set aside channels and “cable
capacity”, regional cable subscribers are assessed 5% of their bills for PEG operating
and 1.5% for capital costs.
​
​Town Meeting TV’s FY26 budgeted revenue is 66% cable subscribers, 19%
 municipal revenue, 14% legislative allocation, and 1% other.
 ​
 ​Services: With municipal partnership, Town
  Meeting TV produces, live streams, records,
  titles, distributes, and archives gavel-to-gavel
  coverage of municipal meetings, regional events,
  and educational programs designed to help
  open the doors of local government, civic life,
  voter education, and promote public awareness
  and participation.




 Town Meeting TV Update & Budget Request for 7/1/26 - page 3 of 11

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Town Meeting TV is a member of the Vermont Access Network (VAN), a powerful
network of 23 community access media centers statewide that provide an essential
community service by sharing content around the state.

Hybrid meeting support - Town Meeting TV
works with municipalities to continue to
support high quality hybrid meeting systems
allowing remote attendees to clearly see, hear,
and engage with in-person attendees through
online platforms. In many cases, the capital
equipment for these systems were purchased
by the municipalities, and Town Meeting TV
continues to work with communities to make that experience productive while
retaining high video and audio quality for TV distribution and archiving.

CCTV is part of the Act 133 working group on changes to the Open Meeting Law. As
hybrid meetings become a core practice to support access to local democracy,
Town Meeting TV values your feedback to inform best practice and resource
advocacy discussions with the Legislature and the Secretary of State's Office. ​

Redundant and reliable archiving of community based video content, including
municipal meetings and public events, is a unique service of Town Meeting TV. The
entire catalog is searchable at www.cctv.org. As part of the changes to Open
 Meeting Law, Town Meeting TV can act as the
 repository for the long term storage of municipal
 meetings. We stress that YouTube is not an
 archive, but an access and distribution platform,
 and digital storage requires metadata that is
 searchable, as well as a workflow to ensure
 archives have redundant backup copies.

In-depth local election programming - Town Meeting TV produces televised local
forums featuring all candidates, municipal
budgets, and ballot presentations during Town
Meeting, Primary, and General elections. Town
Meeting TV also partners with both state and
local level organizations such as VPIRG, League
of Women Voters and media outlets such as
Seven Days to bring election information to a


 Town Meeting TV Update & Budget Request for 7/1/26 - page 4 of 11

 Page 146 of 165
wider audience. In most cases, Town Meeting TV's forum is the only event in which
all registered candidates appear in front of voters in a fair, congenial, and high
quality format.

Meeting community accessibility needs through the addition of a 24/7
captioning service to our cable channels in addition to the auto captioning provided
by YouTube’s streaming platform. This comes on the heels of an accessibility audit
and developing a checklist of ways to meet accessibility needs in the community for
our television programs as well as events, outreach, and educational offerings.

Community based programs - Democracy begins in dialogue. Community access
TV is the site of many interesting and provocative
conversations. From shows on addiction
recovery and prevention, education reform,
national politics, and local issues, the Town
Meeting TV studio (both in person, online, and in
the field) provides citizens a space to express
and workshop ideas with their community.

Marketing and outreach - Opening the doors to democracy also means
connecting community members in a nonpartisan manner to a variety of ideas and
 content. We excerpt and share meeting
 highlights such as Mayoral, Councilor, City
 Manager or Municipal updates, connect local
 journalists to source material, and help the
 public make sense of the content that is
 recorded and archived by the Town Meeting TV
 field crew. Our outreach is working on behalf of
 local democracy to encourage engagement and
 greater understanding. We are here to work with
 your municipal communications team.

Media education for school groups, individuals, visiting
dignitaries, and local organizations (e.g., CCV, UVM,
Champlain, local high schools) is a crucial part of the Town
Meeting TV civic engagement work. Helping uncover the
media making process and engaging students with local
civic leaders through internships and volunteering are
foundation to the work of community media. We are


 Town Meeting TV Update & Budget Request for 7/1/26 - page 5 of 11

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developing the next generation of field producers and editors, as well as
introducing young people to how local government functions and why it is
important. Through one on one design, media making cohorts, tours, and learning
sessions, we deliver high quality media making and civic education on behalf of our
member communities.

An accessible web presence - Town Meeting TV’s website connects visitors to
more than 50,000 pieces of archival content. This gateway to community content,
both present and historic, connects municipal officials, journalists, activists,
researchers and the general public to community video content. The Town Meeting
TV website is moving to a new platform that will allow municipalities to more easily
embed municipal content on their own home
pages.

Advocacy for public access - Town Meeting TV
works closely with its colleagues in the Vermont
Access Network (VAN) to advocate for the
replacement of declining cable revenue. The
Legislature has recognized our work as an
“essential service” and in FY25 funded VAN’s
work in the Vermont base budget through a
grant administered by the Secretary of State’s
office.

CCTV Center for Media and Democracy administers the services of Town Meeting
TV on behalf of the Trustees. This relationship allows Town Meeting TV to be
housed alongside other community based projects such as the CCTV Archives, and
CCTV Productions. These relationships allow us to share expertise, community
connections, and carry the work we do together even farther.

Town Meeting TV cable channels reach 30,000 cable subscribers within
Chittenden County. The archive of all content is available online, and applicable
content is distributed statewide as well as nationwide. The Town Meeting TV
website averages about 1,000 hits per month, and the Town Meeting TV YouTube
channel maintains about 7,000 subscribers. People watch meetings and events,
share them, and most importantly report that they can find them when needed.

Thank you for your support. We are happy to respond to any questions, comments,
and are always open to ways that we can serve you better.


 Town Meeting TV Update & Budget Request for 7/1/26 - page 6 of 11

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 Town Meeting Television Trustees
 BUDGET NARRATIVE FY26
 October 2025 – September 2026​

Town Meeting TV is a trusted producer, educational and equipment resource, and
community archive of video providing access to local government and facilitating
engagement in local democracy. Town Meeting TV is Chittenden County's regional
government access TV channel overseen by municipally appointed representatives
from Burlington, South Burlington, Essex, Essex Junction, Williston, Winooski,
Colchester, and St. George. Town Meeting TV programs are made available on
Comcast 1087, Burlington Telecom 17 & 217, as well as at www.CH17.TV.

Launched in 1990 to cover municipal events and public issues, Town Meeting TV
airs more than 100 hours of public meetings, election coverage, and community
events each month on Comcast and Burlington Telecom and www.ch17.tv. Town
Meeting TV opens the door to local government.


1. OVERVIEW
Funding Formulas: Comcast and Burlington Telecom (BT) are required by the VT
Public Utility Commission to set aside 5% of their gross revenue on cable television
to support PEG Access Management Organization (AMO) operating costs. The cable
companies are also required to pay a portion, that is negotiated through contract
discussion with individual AMOs, for capital funding.

This funding is passed on to the cable subscriber in the form of a “PEG fee” on each
subscriber's bill.

In Chittenden County, this 5% is shared and intended to be split evenly between
Town Meeting TV and The Media Factory.

Town Meeting TV receives 1.66% of the cable operators’ (Comcast and Burlington
Telecom) annual gross revenue. The funding level for Town Meeting TV capital from
Comcast is set at .6% of gross revenue and BT is set at .5%

The Media Factory receives 3.34% (1.66% and 1.68%) The .02% percentage
difference that they receive is used to support Town Meeting TV’s portion of our
shared use tech core at 208 Flynn Avenue.

Burlington Telecom and Comcast’s fiscal year runs from 1 January through 31
December. BT provides operating and capital funding to Town Meeting TV in
September of each year. Comcast pays Town Meeting TV on a quarterly basis. Cable
revenue projections for FY26 are based on past performance. Cable subscriber
revenue continues to decline. For our FY24 to FY25 we saw BT revenue drop by
6.4% and Comcast revenue drop by 8%.


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FY26 total revenue is estimated at $689,774. Our expenses are estimated to be
$758,231. This leaves a shortfall of $39,254, an increase from FY25’s $23,500
shortfall, to be made up through cost management and fundraising efforts by CCTV
Center for Media and Democracy. CCTV does a lot of the lift to find the grants,
legislative work, municipal services, and fee for service work to offset the costs to
the Trustees to meet community needs for meeting, event, and community
coverage. This includes web work, marketing, interns, outreach.


2. REVENUE SUMMARY
FY26 total revenue is estimated at $689,774.

 ●​ The estimated revenue received from Comcast is projected to be $329.6K
 for operating and $112.9K for capital, this projects a 8% decline in cable
 subscriber revenue.

 ●​ Burlington Telecom’s total contribution is estimated to be $19.9K for
 operating and $6K for capital. This is a 6.4% decline from the previous year.

 ●​ Municipal revenue in FY26 is based on past contributions, will come from
 municipalities FY26 budgets, and is set at $133,508. This includes a 5%
 increase for most municipalities and the contribution from Burlington to
 support specific additional production support for Neighborhood Planning
 Assembly live streaming and hybrid meetings.​

 ●​ The Vermont Legislature included $1.35M in base funding as part of the
 Secretary of State’s budget. This is an increase from the $1M received in
 FY25. Distribution of these funds to the 23 Access Management
 Organizations is based on a formula that takes into account cable revenue
 loss, municipalities served, and a minimum base distribution. Town Meeting
 TV expects to receive $99.1K from that allocation.

 ●​ The Interest/Capital Gains is estimated to be $2,000, which is a decrease
 from $2,500 in FY25. We will keep an eye on the investment with the Vermont
 Community Foundation (VCF) to determine if that continues to be the best
 way to shepherd these funds.




3. EXPENSE SUMMARY
The total Town Meeting TV FY26 expenses are projected to be $740,561. This
breaks down to operating expenses of $654,964 and capital $85,597.​



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Operating Expenses are estimated to be $654,964 and include:

 ●​ CCTV Base contract in the amount of $617,281 (a 3% increase from FY25)
 for Town Meeting TV operations which includes staff labor for administration,
 production, internship support, archiving, media education, and marketing
 (about 7.2 FTE) as well as overall administrative, insurance, professional
 development, and site costs.​

 ●​ The other line items on the operating expense budget include $5K in legal
 fees, $1K in investment fees, $4K to pay accounting/bookkeeping expenses,
 $9.8K for the annual audit, $6K in dues to the VT Access Network and the
 Alliance for Community Media, $3K to support ad buys and marketing costs
 on behalf of Town Meeting TV, and $3K to support advocacy work CCTV has
 done with VAN to secure legislative support for PEG media.

 ●​ This year, Nonprofit Insurance Alliance combined coverage for Property and
 the Directors and Office’s into one ‘Business Insurance’ policy. Previously, the
 Trustees covered the Director’s and Officer’s insurance, while CCTV covered
 the Property insurance. For FY26, the Trustees will bear the combined cost.
 This expense is estimated in the budget to be $2.3K.

Capital Expenses are estimated to be $85,597 Town Meeting TV’s annual Capital
budget is based on priority areas recommended by Staff and approved by the
Trustees. The FY26 Capital recommendations include hardware, supplies, network
infrastructure, dues and subs, and technical contractors.

Equipment Total: Equipment expenses are estimated to be $39,680. The costs
largely reflect the annual replacement of cameras, computers and large scale
equipment due to extended use.

 ●​ Production $2,000: Purchase of a field production camera, and a community
 producer camera.
 ●​ Office/Network Equipment $1,300: Potential New Staff Computer
 ●​ Studio/Control Room $28,250: Purchase of additional, modern studio
 furniture, three studio cameras, and a replacement of studio laptop.
 ●​ IT/Network/Tech Core Equipment: $7,680: This covers AWS storage
 backup, cloud computing on Digital Ocean, our web video storage on Google
 Bucket, and file sharing in Dropbox.

Capital Support Total: $45,917 Capital Support constitutes the bulk of the capital
budget, as most technical solutions are software and consultant supported. The
FY26 budget includes (see Capital Detail for the complete list):

 ●​ Tech Core Rental $7,150: Supports our portion of the shared tech core
 space at 208 Flynn providing climate controlled and secure infrastructure


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 space for our playback and network storage. Town Meeting TV is connected
 to this space via high speed dark fiber provided by Burlington Telecom.
 ●​ Streaming and Web Development $10,000: Second half of the payment to
 Grand Rapids Community Media center for website development.
 ●​ Repair and Maintenance: $6,250 Includes 30 hours of contracted project
 support with Clearbearing and general equipment repairs and maintenance.
 ●​ Service Contracts $14,710: Clear Bearing for Network infrastructure support
 and monitoring, contract reduction expected due to build down of technical
 infrastructure and an annual payment to Grand Rapids for website
 management and updating.
 ●​ Equipment Supplies and Production $3,914: Smaller purchases to support
 the video production workflow.
 ●​ Equipment Supplies Office $700: Switches, office chairs, etc.
 ●​ Subscriptions and Licenses $3,193: Supporting fees for subscriptions that
 allow for video workflow including Dropbox, Adobe Creative Cloud, Parsec,
 Zoom, Teradek and cell service connections. These subscriptions are audited
 annually.


CCTV CONTRACT breaks down as follows:
Wages and Benefits total $517,598. The Trustees contract with CCTV to provide
labor and resources that fulfill agreements for field production, equipment and
studio use, and media education. The largest expense for CCTV is labor, which
covers meeting and event coverage, studio production, post-production, marketing
and distribution of recorded materials, and the supervision of interns and
volunteers. In addition, CCTV manages human resources and facilities costs,
including staff support and operational overhead. These include:

 ●​ Payroll: $363,052
 ●​ Health/Dental/Vision Insurance: $123,116
 ●​ Payroll Taxes (includes UI & CCTC): $29,904

Non-Wage Costs specific to TMTV is $60,430. Site costs are shared by all CCTV
projects and administration and include:​

 ●​ Site Costs $42,035.98: Rent, utilities, and specific Trustees package liability.
 ●​ Communications $2,631: Phone, postage, online services.
 ●​ Repair & Maintenance of Facilities $861: HVAC and other routine
 maintenance.
 ●​ Meals/Travel/Professional Development $3,705: Includes training dues
 and expenses, conferences, coaching, and employee support for leadership
 and skills development. We anticipate limited staff travel to conferences in
 FY26.
 ●​ Subcontracting $10,500: This includes $3K to support CCTV’s advocacy
 efforts with VAN on behalf of the Trustees, ad buys for the election year,


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 talent for election nights, and paid media internships. The internship
 expenses may be offset by grant support.

CCTV Management for TMTV in FY26 is estimated at $123,467. Administrative
costs are calculated as a percentage of each program in CCTV by labor. In FY26
Town Meeting TV labor represents 55% of all of the organization's labor. The
administrative costs are at 18% of the revenue.

Administration includes employee management and HR, project development, legal
and administrative tasks, budgeting, reporting, and compliance.


4. FUND BALANCE
The Town Meeting TV assets & liabilities as of July 31, 2025 are $200,600 or 3.3
months of operating revenue. These assets include $107K in the VCF reserve fund,
in addition to current receivables and liabilities. As a matter of sound fiscal practice,
the Town Meeting TV Trustees have established a 3-6 month set-aside of its annual
budget in order to address cash flow issues and emergencies. Monthly expenses in
FY26 are projected to be $61,713, this is comparable to FY25. We do not
recommend using your reserve to cover operating or capital costs this year.


5. FUTURE PLANNING
Town Meeting TV was established on PEG fees to provide a wide range of
Government Access services for cable subscribers on cable television. Over the
years those services have grown and the community we serve is not only cable
subscribers, but the general public, journalists, municipal partners among others.
The challenge continues to diversify revenue sources to meet the requirements and
needs of these community partners from hybrid support to live streaming and
archiving of content. We will meet this challenge by continued work with our
municipal partners and legislative advocacy as well as CCTV support of
philanthropic fundraising and fee for service work.




 Town Meeting TV Update & Budget Request for 7/1/26 - page 11 of 11

 Page 153 of 165
 MEMORANDUM

To: Burlington Board of Finance and City Council
From: Darren Springer, General Manager
 Emily Stebbins-Wheelock, CFO and Manager of Strategy & Innovation
Date: October 21, 2025
Subject: Proposed Changes to BED Miscellaneous Service Fees




The Burlington Electric Department (BED) is seeking City Council approval to file an updated
“Miscellaneous Service Fees” tariff with the Vermont Public Utility Commission. An earlier version of this
proposal was approved by the Council in June 2024; we have made further updates since then and
therefore are returning to seek Council approval again.

Background

Miscellaneous Services include utility services undertaken in support of or in response to a request by a
unique customer. BED charges distinct fees for these services on a per-occurrence basis under a PUC-
approved Miscellaneous Service Fees tariff that is appended to BED’s Operating Guidelines. BED charges
separately for these services in accordance with the utility rate-making principle of “cost causer pays;”
because only certain customers request or require such services, it would not be just or fair to assign the
cost of these services to all customers through electric service rates.

BED’s Miscellaneous Service Fees have not been updated since the current fees became effective July 1,
2010. The current fees were based on FY 2009 costs and were developed prior to BED’s deployment of
advanced metering infrastructure (AMI), which enabled remote connection and disconnection of
meters, among other functionality.

Internal Fee Review

BED began a review of its Miscellaneous Service Fees in 2023 at the Electric Commission’s request and
has updated that analysis in the past month. The current fee proposal reflects the following changes
from the fees currently in effect:

 • Reviewed business processes associated with all miscellaneous service fees, including degree
 and nature of AMI involvement
 • Reviewed and updated all time and personnel involvement with each service
 • Updated labor rates to FY26 levels
 • Updated labor overhead rate to FY25 actual
 • Updated minimum call and overtime rates per current IBEW contract




 Page 154 of 165
 • Updated vehicle rates
 • Updated materials costs as of September 2025
 • Updated stores clearing rate for materials to FY25 actual
 • Analyzed initial service performed for new vs. returning customers
 (In 2023, 46% were new customers and 54% returning customers)
 • Analyzed depreciation on AMI-related assets (meters, servers, software)


Proposed Changes

The proposed fee changes are outlined in the attached table, which shows the current and proposed fee
title, description, and rate. The proposed changes include increases and decreases in rates, addition and
elimination of fees, and wording changes, as follows:

 • The Initial Service fee would decrease from $30 and split into two categories, $5 for Returning
 Customers and $15 for New Customers.
 • The Initial Service-after-hours fee would decrease from $195 to $109.
 • The Reconnection fee would increase from $20 to $26 and be charged for any reconnection, not
 just reconnection following a disconnection for non-payment.
 • The Reconnection-after hours fee would decrease from $195 to $130, be charged for any
 reconnection (not just reconnection following a disconnection for non-payment), and be
 charged instead of the initial service fee when reconnection accompanies a request for service.
 • The Temporary Service fee would increase from $535 to $882.
 • The Returned Check fee would increase from $10 to $19.
 • The Meter Removal/Replacement fee would increase from $95 to $165. Title and description
 changes are proposed that would make the fee more generic and more equitable by allowing
 BED to charge for meter pulls that are performed for reasons other than siding work.
 • The Collection fee would be eliminated.
 • BED is proposing that the fees currently titled “customer assistance call” be retitled as “power
 problem investigation-customer responsibility” based on feedback from customers that
 indicated that the current label is confusing. BED is also proposing updates to the description of
 these fees.
 o The Power Problem Investigation-Customer Responsibility fee would increase from $28
 to $156.
 o The Power Problem Investigation-Customer Responsibility-after hours fee would
 increase from $195 to $562.
 • BED is proposing new fees for on-site disconnect/reconnect assistance, to include both single-
 meter and multi-meter with and without lineworker assistance with underground service. BED
 performed approximately 275 of these services last year, and currently does not charge for
 them. Typically, these requests are driven by some work being performed on the customer’s
 electrical service to expand, upgrade, or bring it up to code, install solar, do work on the roof, or
 other similar situations.
 o Disconnect/Reconnect - Single-Meter fee would be $577
 o Disconnect/Reconnect - Single-Meter, Underground fee would be $796




 Page 155 of 165
 o Disconnect/Reconnect - Multi-Meter fee would be $666
 o Disconnect/Reconnect - Multi-Meter, Underground fee would be $885.

 Customer Communication

 BED has updated its website to include information on the proposed fees, posted a message about the
 proposed changes on Front Porch Forum, and has included a message about the proposed changes on
 customer bills.

 Estimated Revenue Impact

 BED estimates that the net effect of the proposed fee changes will be an increase in annual fee revenues
 of $38,346, as shown in the table below.
 Test Year - FY 2024 Adjusted Test Year
 Existing Billing Proposed Billing
 rates Determinant Revenues rates Determinant Revenues Difference
Initial Service Fee $ 30.00 5,698 $ 170,940 $ - - $ - $ (170,940)
Initial Service Fee-Returning Customer $ - - $ - $ 5.00 3,077 $ 15,385 $ 15,385
Initial Service Fee-New Customer $ - - $ - $ 15.00 2,621 $ 39,316 $ 39,316
Initial Service Fee-After-Hours $ 195.00 11 $ 2,145 $ 109.00 11 $ 1,199 $ (946)
Reconnection $ 20.00 175 $ 3,500 $ 26.00 175 $ 4,550 $ 1,050
Reconnection-After-Hours $ 195.00 5 $ 975 $ 130.00 5 $ 650 $ (325)
Temporary Service $ 535.00 0 $ - $ 882.00 0 $ - $ -
Returned Check $ 10.00 186 $ 1,860 $ 19.00 186 $ 3,534 $ 1,674
Meter Removal/Replacement $ 95.00 7 $ 670 $ 165.00 7 $ 1,164 $ 494
Collection $ 20.00 0 $ - $ - 0 $ - $ -
Power Problem Investigation-Customer
Responsibility
Power Problem(Customer Assistance Call)
 Investigation-Customer $ 28.00 0 $ - $ 156.00 0 $ - $ -
Responsibility (Customer Assistance Call)-After-
Hours $ 195.00 0 $ - $ 562.00 0 $ - $ -
 Test Year - CY 2024 Adjusted Test Year
Disco/Reco Single-Meter $ - 125 $ - $ 577.00 125 $ 72,125 $ 72,125
Disco/Reco Single-Meter with Lineworker Assistance $ - 56 $ - $ 796.00 56 $ 44,576 $ 44,576
Disco/Reco Multi-Meter $ - 42 $ - $ 666.00 42 $ 27,972 $ 27,972
Disco/Reco Multi-Meter with Lineworker Assistance $ - 9 $ - $ 885.00 9 $ 7,965 $ 7,965
 6,314 $ 180,090 6,314 $ 218,435 $ 38,346

 The largest drivers of revenue change are the reduction in the initial service fees and the addition of the
 new disconnect/reconnect fees. Initial service fee revenue is expected to decrease by approximately
 $117,000 per year, but the new disconnect/reconnect fees are expected to increase revenue by
 approximately $152,000 per year.

 Electric Commission Review

 The Electric Commission unanimously recommended the attached fee proposal to the City Council by a
 vote at is October 8, 2025 meeting.

 PUC Review and Approval Process

 After BED files the requested fee changes with the PUC, members of the Burlington community will have
 the opportunity to provide comment at public hearings and through written testimony during the PUC’s
 thorough rate review process, which is expected to span at least several months. The rates charged to
 customers of Vermont public utilities must be reviewed and will be approved only if the PUC determines
 that the proposed rates are just and reasonable. The new fees will not go into effect unless and until




 Page 156 of 165
approved by the PUC. The public can learn more about PUC rate case procedures by visiting
https://puc.vermont.gov/sites/psbnew/files/doc_library/rate-case-procedures.pdf.

BED staff will be present at the Board of Finance meeting on October 21 and the City Council meeting on
November 3, 2025 to answer any questions Councilors may have.



Motions

Board of Finance:

 To approve and recommend the City Council authorize the General Manager of the Burlington
 Electric Department or their designee to file tariff amendments and supporting documents with
 the Vermont Public Utility Commission requesting changes in Burlington Electric Department’s
 Miscellaneous Service Fees as proposed.

City Council:

 To approve and authorize the General Manager of the Burlington Electric Department or their
 designee to file tariff amendments and supporting documents with the Vermont Public Utility
 Commission requesting changes in Burlington Electric Department’s Miscellaneous Service Fees
 as proposed.




 Page 157 of 165
 Burlington Electric Department
 Miscellaneous Service Fees Proposal

 Current Fees
 Proposed
Current Fee Title Current Description as of Proposed Fee Title Proposed Description
 Fees
 9/23/12

 Charged to a customer whenever the electric Charged to returning customers, including standing
Initial Service service is put in that customer's name at a service Initial Service-Returning orders, whenever the electric service is put in that
 location 30.00 $5.00 Customer customer’s name at a service location

 Charged to a customer whenever the electric
 Charged to a customer new to BED’s service territory
Initial Service service is put in that customer's name at a service
 whenever the electric service is put in that customer’s
 location
 30.00 $15.00 Initial Service-New Customer name at a service location
 Charged whenever BED personnel are called in to Charged whenever BED personnel are called in to work
Initial Service Fee - minimum call work during non-working hours to respond to a outside of business hours to respond to a customer
 customer request for initial service 195.00 $109.00 Initial Service-after-hours request for initial service
 Charged to restore service remotely to a customer
 Charged to restore service to a customer who has
 whose service has been disconnected; this fee will be
Reconnection been disconnected for non-payment of electric
 charged instead of the initial service fee when
 services
 20.00 $26.00 Reconnection reconnection accompanies a request for service.
 Charged to restore service remotely outside of
 Charged whenever BED personnel are called in to business hours to a customer whose service has been
Reconnection - minimum call work during non-working hours for the purpose of disconnected; this fee will be charged instead of the
 responding to a customer request for reconnection initial service fee when reconnection accompanies a
 195.00 $130.00 Reconnection - after-hours request for service.

 Normally for construction purposes; charged when
Temporary Service temporary service of single phase, 240 volt, 100
 amp characteristics or less is installed at a site
 535.00 $882.00 No change

 Charged each time a check is not honored by the
Returned Check Charged each time a check or ACH/electronic payment
 bank
 10.00 $19.00 is not honored by the bank

 Charged for removal and replacement of up to two
Meter Removal/Replacement for Charged for removal and replacement of up to two
 meters at a service location for purpose of installing
Siding Meter Removal/Replacement meters during business hours at a service location for
 siding materials on a building
 95.00 $165.00 for Siding purpose of installing siding materials on a building
 Charged when BED personnel collects funds at a
 customer's service location. For example, if funds
Collection are collected during the course of the disconnection
 process this fee will be charged versus a NA - recommend eliminating fee and charging only
 disconnection fee. 20.00 $0.00 NA reconnect fee to restore power after payment

 Charged whenever a customer asks BED personnel to
 visit the customer's service location to investigate a
 Charged whenever BED personnel are requested to
 problem with the customer's power and the problem
Customer Assistance Call visit a customer's service location and the problem
 is determined to be the customer's responsibility. BED
 is determined to be the customer's responsibility
 will not perform work on equipment that is the
 Power Problem Investigation- customer's responsibility during a Power Problem
 28.00 $156.00 Customer Responsibility Investigation.




 Page 158 of 165
 Current Fees
 Proposed
Current Fee Title Current Description as of Proposed Fee Title Proposed Description
 Fees
 9/23/12


 Charged whenever a customer asks BED personnel are
 Charged whenever BED personnel are called in to called in to visit the customer's service location work
 work during non-working hours for the purpose of outside of business hours to investigate a problem
Customer Assistance Call - minimum callresponding to a customer request for assistance with the customer's power for the purpose of
 and the problem is determined to be customer's responding to a customer request for assistance and
 responsibility the problem is determined to be customer's
 Power Problem Investigation- responsibility. BED will not perform work on
 Customer Responsibility-after- equipment that is the customer's responsibility during
 195.00 $562.00 hours a Power Problem Investigation.

 A Disconnect/Reconnect-Single-Meter Fee will be
 charged when a customer or their contractor asks BED
NA - new proposed fee NA - new proposed fee field personnel to visit the customer’s single-meter
 property during business hours to perform a
 Disconnect/Reconnect - Single- disconnection and/or reconnection of electric service
 NA $577.00 Meter where no BED engineering work is required.
 A Disconnect/Reconnect-Single-Meter, Underground
 Fee will be charged when a customer or their
 contractor asks BED field personnel to visit the
 customer’s single-meter property during business
NA - new proposed fee NA - new proposed fee
 hours to perform a disconnection and/or reconnection
 of electric service that requires BED lineworkers to pull
 Disconnect/Reconnect - Single- underground service but does not require BED
 NA $796.00 Meter, Underground engineering work.
 A Disconnect/Reconnect-Multi-Meter Fee will be
 charged when a customer or their contractor asks BED
 field personnel to visit the customer’s multi-meter
NA - new proposed fee NA - new proposed fee
 property during business hours to perform a
 Disconnect/Reconnect - Multi- disconnection and/or reconnection of electric service
 NA $666.00 Meter where no BED engineering work is required.


 A Disconnect/Reconnect-Multi-Meter, Underground
 Fee will be charged when a customer or their
 contractor asks BED field personnel to visit the
NA - new proposed fee NA - new proposed fee customer’s multi-meter property during business
 hours to perform a disconnection and/or reconnection
 of electric service that requires BED lineworkers to pull
 Disconnect/Reconnect - Multi- underground service but does not require BED
 NA $885.00 Meter, Underground engineering work.




 Page 159 of 165
 BURLINGTON ELECTRIC DEPARTMENT
 MISCELLANEOUS SERVICE FEES TARIFF

 Initial Service Fee-Returning Customer:
 $ 30.005.00
 Initial Service Fee-New Customer: $15.00

 Initial Service Fee-Minimum CallAfter-hours: $195.00109.00

 Reconnection: $ 20.0026.00

 Reconnection-Minimum CallAfter-hours: $ 195130.00

 Temporary Service: $535.00882.00

 Returned Checks: $ 10.0019.00

 Meter Removal/Replacement For Siding: $ 95.00165.00

 Collection: $ 20.00
 Customer Assistance CallPower Problem Investigation-Customer
 $ 28.00156.00
 Responsibility:
 Minimum Call - Customer AssistancePower Problem
 $195.00562.00
 Investigation-Customer Responsibility-After-hours:
 Disconnect/Reconnect - Single-Meter: $577.00

 Disconnect/Reconnect – Single-Meter, Underground: $796.00
 Disconnect/Reconnect – Multi-Meter: $666.00
 Disconnect/Reconnect – Multi-Meter, Underground: $885.00



 Explanation of Miscellaneous Services

INITIAL SERVICE-RETURNING CUSTOMER

The Initial Service Fee-Returning Customer will be charged to returning a customers, including
standing orders, whenever the electric service is put in that customer's name at a service location.

To clarify, this does mean that a current tenant moving from one service location in the city to
another will pay this fee every time they move. Landlords who have electric service placed in their
name between tenants will pay this Initial Service Fee regardless of the number of days that the
service is in their name.



Effective: January 1, 2012

Approved: ______________________________ Date: _____________________




 Page 160 of 165
 BURLINGTON ELECTRIC DEPARTMENT
 MISCELLANEOUS SERVICE FEES TARIFF
INITIAL SERVICE – NEW CUSTOMER

The Initial Service Fee-New Customer will be charged to a customer new to BED’s service territory
whenever the electric service is put in that customer’s name at a service location.

INITIAL SERVICE – AFTER-HOURS Minimum Call - Initial Service

An Initial Service-After-hours Minimum Call Fee will be charged whenever BED personnel are
called in to work outside of business hours during non-working hours for the purpose of
responding to respond to a customer request for iInitial sService.

When a customer requests initiation of electric service, when BED personnel are not on duty, the
customer will be informed of the Initial Service-Minimum CallAfter-hours Fee. This charge must be
accepted and agreed upon by the party responsible for payment prior to calling in personnel to
respond to the customer's request.

RECONNECTION

A Reconnection Fee will be charged to restore service remotely to a customer who whose service
has been disconnected; this fee will be charged instead of the Initial Service Fee when reconnection
accompanies a request for service. for non-payment of electric services.

Minimum Call -– ReconnectionRECONNECTION-AFTER-HOURS
A Reconnection-After-hours Fee will be charged to restore service remotely outside of business
hours to a customer whose service has been disconnected; this fee will be charged instead of the
Initial Service Fee when reconnection accompanies a request for service.

A Minimum Call Fee will be charged whenever BED personnel are called in to work during non-
working hours for the purpose of responding to a customer request for Reconnection.

When a customer requests reconnection of electric service, when BED personnel are not on duty,
the customer will be informed of the Reconnection-After-hours Minimum Call Fee. This charge
must be accepted and agreed upon by the party responsible for payment prior to calling in
personnel to respond to the customer's request.

TEMPORARY SERVICE

The Temporary Service Fee, normally for construction purposes, will be charged when temporary
service of single phase, 240 volt, 100 amp characteristics or less is installed at a site.

For all other temporary services, charges will be based on estimated cost.


Effective: January 1, 2012

Approved: ______________________________ Date: _____________________




 Page 161 of 165
 BURLINGTON ELECTRIC DEPARTMENT
 MISCELLANEOUS SERVICE FEES TARIFF
RETURNED CHECKS

The Returned Check Fee will be charged each time a check or ACH/electronic payment is not
honored by the bank.

METER REMOVAL/REPLACEMENT FOR SIDING

A Meter Removal and Replacement for Siding Fee will be charged for the removal and replacement
of up to two meters during business hours at a service location for the purpose of installing siding
materials on a building.

Three or more meters at a service location must be done by the property owner's certified
electrician.

COLLECTION

The Collection Fee will be charged when BED personnel collects funds at a customer's service
location.

Typically, BED personnel do not visit customer service locations for collection purposes; however
during the course of the disconnection process often funds are collected. Instead of a Disconnection
Fee, customers will be charged a Collection Fee.

CUSTOMER ASSISTANCE CALL POWER PROBLEM INVESTIGATION-CUSTOMER
RESPONSIBILITY

A Customer Assistance CallPower Problem Investigation-Customer Responsibility Fee will be
charged whenever a customer asks BED personnel are requested to visit a the customer's service
location to investigate a problem with the customer’s power and the problem is determined to be
the customer's responsibility. BED will not perform work on equipment that is the customer’s
responsibility during a Power Problem Investigation.

Minimum Call - Customer AssistancePOWER PROBLEM INVESTIGATION- CUSTOMER
RESPONSIBILITY-AFTER HOURS

A Power Problem Investigation-Customer Responsibility-After-hours Fee will be charged whenever
a customer asks BED personnel to visit the customer's service location outside of business hours to
investigate a problem with the customer’s power and the problem is determined to be the
customer's responsibility. BED will not perform work on equipment that is the customer’s
responsibility during a Power Problem Investigation. If the problem is determined to be the
customer's responsibility, a Minimum Call Fee will be charged whenever BED personnel are called
in to work during non-working hours for the purpose of responding to a customer request for

Effective: January 1, 2012

Approved: ______________________________ Date: _____________________




 Page 162 of 165
 BURLINGTON ELECTRIC DEPARTMENT
 MISCELLANEOUS SERVICE FEES TARIFF
Customer Assistance.

When a customer requests customer assistance regarding their electric service, when BED
personnel are not on duty, the customer will be informed of the Minimum CallAfter-hours Fee. This
charge must be accepted and agreed upon by the party responsible for payment prior to calling in
personnel to respond to the customer's request.

DISCONNECT/RECONNECT-SINGLE-METER

A Disconnect/Reconnect-Single-Meter Fee will be charged when a customer or their contractor
asks BED field personnel to visit the customer’s single-meter property during business hours to
perform a disconnection and/or reconnection of electric service where no BED engineering work is
required.

DISCONNECT/RECONNECT-SINGLE-METER, UNDERGROUND

A Disconnect/Reconnect–Single-Meter, Underground Fee will be charged when a customer or their
contractor asks BED field personnel to visit the customer’s single-meter property during business
hours to perform a disconnection and/or reconnection of electric service where no BED
engineering work is required that also requires BED to pull underground service.

DISCONNECT/RECONNECT- MULTI-METER

A Disconnect/Reconnect-Multi-Meter Fee will be charged when a customer or their contractor asks
BED field personnel to visit the customer’s multi-meter property during business hours to perform
a disconnection and/or reconnection of electric service where no BED engineering work is
required.

DISCONNECT/RECONNECT- MULTI-METER, UNDERGROUND

A Disconnect/Reconnect -Multi-Meter, Underground Fee will be charged when a customer or their
contractor asks BED field personnel to visit the customer’s multi-meter property during business
hours to perform a disconnection and/or reconnection of electric service where no BED
engineering work is required that also requires BED lineworkers to pull underground service.

ADVANCED METER OPT-OUT

Customers may choose to have BED provide a meter that does not: (1) use radio or other wireless
means for two-way communication between the meter and BED; and (2) records no more
information than was recorded by meters in use for billing customers under the applicable BED
tariff prior to January 1, 2012. These customers shall notify BED of this opt-out choice by telephone
or in person at BED’s offices at 585 Pine Street. Customers may choose to have such a meter

Effective: January 1, 2012

Approved: ______________________________ Date: _____________________




 Page 163 of 165
 BURLINGTON ELECTRIC DEPARTMENT
 MISCELLANEOUS SERVICE FEES TARIFF
installed at a later date, or if such a meter has been installed, removed at a later date, in either case
at no charge during normal business hours by notifying BED by telephone or in person at BED’s
offices at 585 Pine Street.




Effective: January 1, 2012

Approved: ______________________________ Date: _____________________




 Page 164 of 165
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: BED Submitter: Darren Springer

 Title/Subject: Update to BED Miscellaneous Service Fees

 Approval Requested: Meeting Date:
 ☒ Board of Finance 10/21/2025
 ☒ City Council 11/3/2025
 ☐ 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 signoff 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 10/14/2025 Darren Springer

 Mayor’s Office Yes 10/16/2025 Erin Jacobsen
 Board/Commission Yes 10/8/2025 Electric Commission
 City Attorney’s Office for memo and Yes 10/16/2025 Jessica Brown
 contracts or legal documents
 City Attorney’s Office for memo and Yes 10/16/2025 Jessica Brown
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 10/16/2025 Katherine Schad
 Human Resources, if personnel action N/A Click or tap to Click or tap here to enter text.
 or policy enter a date.
 CIO, if IT-related N/A Click or tap to Click or tap here to enter text.
 enter a date.




 Page 165 of 165

BURLINGTON BOARD OF FINANCE
 BUSHOR CONFERENCE ROOM, 149 CHURCH STREET, 1ST FLOOR
 MINUTES OF MEETING
 October 21, 2025




1. Agenda
1. Agenda
Mayor Mulvaney-Stanak convened the meeting at 5:03 pm.
Members present: Mayor Mulvaney-Stanak, CAO Schad, Councilors Barlow and Carpenter (all in person); City
Council President Traverse and Councilor Neubieser (both online)

Subject 1.1. Motion to adopt agenda
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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 adopt agenda
1.1. Motion to adopt agenda
Motion made by Councilor Barlow, seconded by Councilor Carpenter, to adopt the agenda as
presented. Motion passed unanimously.


2. Public Forum
2. Public Forum

Subject 2.1. Verbal Comments
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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's comments:
CCTV FY27 What is total? What did we pay last year?
Ground lease BETA - zoning and what do other towns think?
BED - disconnect and reconnect


3. Consent Agenda
3. Consent Agenda

Subject 3.1. Motion to adopt the consent agenda and take the actions indicated
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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 Councilor Barlow, seconded by Councilor Carpenter, to adopt the consent agenda as
presented and take the actions indicated. Motion passed unanimously.


Subject 3.2. October 6, 2025 Board of Finance Meeting Minutes - DFA
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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. October 6, 2025 Board of Finance Meeting Minutes - DFA


Subject 3.3. Church Street Marketplace - 62 Church Street Storefront -
 Authorization to Award Lease
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda
Department Church St. Marketplace


Type Action (Consent)


Recommended Action to approve and recommend that the City Council authorize the Mayor to execute a
 three-year lease with Olive & Ollie LLC for retail operations in the 62 Church Street
 property, subject to final review and approval by the City Attorney’s Office
3.3. Church Street Marketplace - 62 Church Street Storefront - Authorization to Award Lease


Subject 3.4. EV Site License Agreement - Electric
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Burlington Electric Department


Type Action (Consent)


Recommended Action to approve and recommend approval to the City Council that the General Manager
 or their delegee may execute with one or more sites the generic EV site license
 agreement presented, with any specific site terms added as necessary and with
 review by the City Attorney’s Office
3.4. EV Site License Agreement - Electric


Subject 3.5. Purchase of BFD Ambulance - Fire
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Fire Department


Type Action (Consent)


Recommended Action move to approve and recommend that the Board of Finance authorize the Chief
 Administrative Officer, or her designee, to effectuate necessary budget
 amendments and the transfer of funds in the amount of $415,206 from the FY26
 Unassigned Fund Balance to allow the Burlington Fire Department to complete the
 purchase of one (1) replacement ambulance
3.5. Purchase of BFD Ambulance - Fire


4. Deliberative Agenda
4. Deliberative Agenda

Subject 4.1. Memorandum of Understanding (MoU) between the Friends of the
 Fletcher Free Library (Friends) and the Fletcher Free Library—City of
 Burlington - Library
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Fletcher Free Library


Type Action


Recommended Action to approve and recommend that the City Council authorize the Director of the
 Fletcher Free Library to execute a Capital Campaign Memorandum of
 Understanding with the Friends of the Fletcher Free Library subject to review and
 approval of the City’s Attorney
4.1. Memorandum of Understanding (MoU) between the Friends of the Fletcher Free Library (Friends) and
the Fletcher Free Library—City of Burlington - Library
Motion made by Councilor Carpenter, seconded by Councilor Barlow, to approve the motion as
presented. Motion passed unanimously.


Subject 4.2. Request to execute a ground lease agreement with Beta Technologies
 - Airport
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 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 authorize the Mayor of the City of
 Burlington to execute the lease with Beta Technologies 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
4.2. Request to execute a ground lease agreement with Beta Technologies - Airport
Motion made by Councilor Carpenter, seconded by City Council President Traverse, to approve the motion as
presented. Motion passed unanimously.


Subject 4.3. Authorization For Public Improvement Bonds For School District
 Capital Improvements - March 7, 2017 Voter Authorization - DFA
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Department of Finance and Administration


Type Action
 Resolution
Recommended Action to recommend that the City Council approve the attached resolution
4.3. Authorization For Public Improvement Bonds For School District Capital Improvements - March 7, 2017
Voter Authorization - DFA
Motion made by Councilor Barlow, seconded by City Council President Traverse, to approve the motion as
presented. Motion passed unanimously.


Subject 4.4. Authorization For School District Capital Improvement Bonds For
 Burlington High School -- November 8, 2022 Voter Authorization - DFA
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Department of Finance and Administration


Type Action
 Resolution


Recommended Action to recommend that the City Council approve the attached resolution
4.4. Authorization For School District Capital Improvement Bonds For Burlington High School -- November 8,
2022 Voter Authorization - DFA
Motion made by Councilor Barlow, seconded by Councilor Carpenter, to approve the motion as
presented. Motion passed unanimously.


Subject 4.5. Town Meeting TV FY25 Update and FY26/Municipality's FY27 Budget
 Request
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor
Category 4. Deliberative Agenda
Department Department of Finance and Administration


Type Information


4.5. Town Meeting TV FY25 Update and FY26/Municipality's FY27 Budget Request
Town Meeting TV Staff Megan O'Rourke and Jordan Mitchell spoke to this agenda item.


Subject 4.6. Proposed Changes to BED Miscellaneous Service Fees - Electric
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Burlington Electric Department


Type Action


Recommended Action to approve and recommend the City Council authorize the General Manager of the
 Burlington Electric Department or their designee to file tariff amendments and
 supporting documents with the Vermont Public Utility Commission requesting
 changes in Burlington Electric Department’s Miscellaneous Service Fees as
 proposed
4.6. Proposed Changes to BED Miscellaneous Service Fees - Electric
NEW MOTION:

Motion made by City Council President Traverse, seconded by Councilor Barlow, to postpone this agenda item
until November 3rd when it will be concurrent. Motion passed unanimously.


5. Adjournment
5. Adjournment

Subject 5.1. Motion to adjourn
Meeting October 21, 2025 - Board of Finance Meeting - Tuesday, October 21, 2025, 5:00
 PM, Bushor Conference Room, 149 Church Street, 1st Floor


Category 5. Adjournment

Department Council and Board


Type Action
 Procedural


Recommended Action Motion to adjourn
5.1. Motion to adjourn
Mayor Mulvaney-Stanak adjourned the meeting at 6:09 pm. Motion passed unanimously.