City Council - Board of Finance — Burlington, VT
Date: 2025-06-16
Time: 17:00

Board of Finance

  Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st
 Floor

Join from PC, Mac, iPad, or Android:
https://zoom.us/j/98835686156
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Webinar ID: 988 3568 6156
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1. Agenda
  Subject 1.1. Motion to adopt agenda
  Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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 June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 2. Public Forum

  Department Council and Board
 Type Procedural
 Action


 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 June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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. June 2, 2025 Board of Finance Meeting Minutes - C/T
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Clerk/Treasurer's Office


 Type Action (Consent)
 Minutes


 Recommended Action approve the minutes

 Subject 3.3. Recertification of the FY24 City of Burlington Waterfront TIF District
 Report to the Vermont Economic Progress Council (VEPC) - C/T
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Clerk/Treasurer's Office


 Type Action (Consent)


 Recommended Action to accept the staff report

 Subject 3.4. Resolution: Approving Obtaining Standby Letter(s) Of Credit For The City's
 Workers' Compensation Program - C/T
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda
  Department Clerk/Treasurer's Office


  Type Action (Consent)
 Resolution


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

  Subject 3.5. Industrial Pollution Prevention Program Project Amendment Authorization
 to Execute and Amended Engineering Services Agreement - DPW/Water
 Resources
  Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 3. Consent Agenda

  Department Public Works Department - Water Resources


  Type Action (Consent)


  Recommended Action 1. “To approve and authorize the Director of Public Works to execute an engineering
 services contract amendment with Hoyle, Tanner & Associates for $27,906, subject to
 review and approval by the City Attorney.”
 2. To approve and authorize the Chief Administrative Officer, or their designee, to effect
 all necessary budget amendments in substantial conformance with this request.

  Subject 3.6. Ledgewood Circle Street Acceptance - DPW
  Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 3. Consent Agenda

  Department Public Works Department


  Type Action (Consent)


  Recommended Action to approve and recommend that the City Council waive the reading and approve the
 resolution accepting the street segment know as Ledgewood Circle, as show in Ex
 D, subject to review and approval by the City Attorney’s Office of any instruments
 required to effectuate the transactions contemplated hereby



4. Deliberative Agenda
  Subject 4.1. Request to execute a Non-Aeronautical Facility Lease Agreement with Beta
 Technologies for an industrial building located at 25 Customs Drive - Airport
  Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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 Non-aeronautical Facility lease agreement, 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 4.2. Re-classification of the Housing Program Specialist in CEDO - CEDO
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Community & Economic Development Office (CEDO)


Type Action


Recommended Action to approve and recommend that the City Council approve and authorize the
 reclassification of the Housing Programs Specialist, a regular, full-time, non-exempt,
 AFSCME, Grade 17 position to a regular, full-time, non-exempt, AFSCME, Grade 18
 position in the Community & Economic Development Office

Subject 4.3. Creation of Limited Service Interim Deputy Chief of Operations Position -
 Police
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Police Department


Type Action


Recommended Action to approve the creation of an Interim Deputy Chief of Operations, a Limited Service,
 Non-union, Full-time, Exempt position in the Police Department, with a paygrade on the
 PUPS scale at the Deputy Chief grade

Subject 4.4. DPW - Technical Services Reorganization
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Public Works Department


Type Action


Recommended Action Board of Finance Motion:
 To recommend that City Council approve the:
 � Elimination of the vacant Senior Public Works Engineer position, a Regular, Full-time,
 Exempt, Non-Union, Grade 22 role in the Technical Services Division of the Department
 of Public Works.
 � Creation of a Public Works Transportation Engineer position, a Regular, Full-time,
 Exempt, Non-Union, Grade 21 role in the Technical Services Division of the Department
 of Public Works.
 � Retitling of the Senior Planner position and associated job description updates, a
 Regular, Full-time, Exempt, Non-Union, Grade 22 role, to Senior Transportation
 Engineer & Planner a Regular, Full-time, Exempt, Non-Union, Grade 22 role in the
 Technical Services Division of the Department of Public Works.

 Subject 4.5. Authorization For Up to $2,192,700 Step II Loan From Vermont Clean
 Water State Revolving Fund And For Amended Engineering Contract With
 Wright Pierce For Up To $2,192,700 For Main Wastewater Plant Improvements
 (Stage 1) - DPW/Water Resources
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 4. Deliberative Agenda

 Department Public Works Department - Water Resources


 Type Action
 Resolution


 Recommended Action to approve and recommend that the City Council adopt the attached resolution
 authorizing a Step II $2,192,700 amended loan from the Vermont Clean Water State
 Revolving fund and a $2,192,700 amended contract with Wright-Pierce for the Stage 1
 Main Wastewater Plant Improvements project as more specifically set forth in the
 attached resolution

 Subject 4.6. Authorization For Burlington Electric Department Revenue Refunding
 Bonds - Electric
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 4. Deliberative Agenda

 Department Burlington Electric Department


 Type Action


 Recommended Action The Burlington Electric Department (“BED”) respectfully requests Board and Council
 approval of the attached Resolution prepared by the City’s bond counsel, Paul, Frank &
 Collins, authorizing (1) the refunding of certain BED revenue bonds and (2) the
 reimbursement of up to $5 million in capital expenditures with the proceeds of the to-be
 issued tax-exempt Net Zero Energy & Grid Reliability revenue bonds authorized by
 voters in November, 2024.

5. Adjournment
 Subject 5.1. Motion to adjourn
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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

  Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st
 Floor

Join from PC, Mac, iPad, or Android:
https://zoom.us/j/98835686156
Phone one-tap:
+16469313860,,98835686156# US
Join via audio:
+1 646 931 3860 US
Webinar ID: 988 3568 6156
International numbers available: https://zoom.us/u/adoXmiWKWJ


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




1. Agenda
  Subject 1.1. Motion to adopt agenda
  Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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 June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 2. Public Forum

  Department Council and Board


 Page 1 of 247
 Type Procedural
 Action


 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 June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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. June 2, 2025 Board of Finance Meeting Minutes - C/T
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Clerk/Treasurer's Office


 Type Action (Consent)
 Minutes


 Recommended Action approve the minutes

 Subject 3.3. Recertification of the FY24 City of Burlington Waterfront TIF District
 Report to the Vermont Economic Progress Council (VEPC) - C/T
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Clerk/Treasurer's Office


 Type Action (Consent)


 Recommended Action to accept the staff report

 Subject 3.4. Resolution: Approving Obtaining Standby Letter(s) Of Credit For The City's
 Workers' Compensation Program - C/T
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda


 Page 2 of 247
  Department Clerk/Treasurer's Office


  Type Action (Consent)
 Resolution


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

  Subject 3.5. Industrial Pollution Prevention Program Project Amendment Authorization
 to Execute and Amended Engineering Services Agreement - DPW/Water
 Resources
  Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 3. Consent Agenda

  Department Public Works Department - Water Resources


  Type Action (Consent)


  Recommended Action 1. “To approve and authorize the Director of Public Works to execute an engineering
 services contract amendment with Hoyle, Tanner & Associates for $27,906, subject to
 review and approval by the City Attorney.”
 2. To approve and authorize the Chief Administrative Officer, or their designee, to effect
 all necessary budget amendments in substantial conformance with this request.

  Subject 3.6. Ledgewood Circle Street Acceptance - DPW
  Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 3. Consent Agenda

  Department Public Works Department


  Type Action (Consent)


  Recommended Action to approve and recommend that the City Council waive the reading and approve the
 resolution accepting the street segment know as Ledgewood Circle, as show in Ex
 D, subject to review and approval by the City Attorney’s Office of any instruments
 required to effectuate the transactions contemplated hereby



4. Deliberative Agenda
  Subject 4.1. Request to execute a Non-Aeronautical Facility Lease Agreement with Beta
 Technologies for an industrial building located at 25 Customs Drive - Airport
  Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Airport


  Type Action




 Page 3 of 247
Recommended Action to approve and recommend that the City Council authorize the Mayor of the City of
 Burlington to execute the Non-aeronautical Facility lease agreement, 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 4.2. Re-classification of the Housing Program Specialist in CEDO - CEDO
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Community & Economic Development Office (CEDO)


Type Action


Recommended Action to approve and recommend that the City Council approve and authorize the
 reclassification of the Housing Programs Specialist, a regular, full-time, non-exempt,
 AFSCME, Grade 17 position to a regular, full-time, non-exempt, AFSCME, Grade 18
 position in the Community & Economic Development Office

Subject 4.3. Creation of Limited Service Interim Deputy Chief of Operations Position -
 Police
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Police Department


Type Action


Recommended Action to approve the creation of an Interim Deputy Chief of Operations, a Limited Service,
 Non-union, Full-time, Exempt position in the Police Department, with a paygrade on the
 PUPS scale at the Deputy Chief grade

Subject 4.4. DPW - Technical Services Reorganization
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Public Works Department


Type Action


Recommended Action Board of Finance Motion:
 To recommend that City Council approve the:
 � Elimination of the vacant Senior Public Works Engineer position, a Regular, Full-time,
 Exempt, Non-Union, Grade 22 role in the Technical Services Division of the Department
 of Public Works.
 � Creation of a Public Works Transportation Engineer position, a Regular, Full-time,
 Exempt, Non-Union, Grade 21 role in the Technical Services Division of the Department
 of Public Works.
 � Retitling of the Senior Planner position and associated job description updates, a
 Regular, Full-time, Exempt, Non-Union, Grade 22 role, to Senior Transportation


 Page 4 of 247
 Engineer & Planner a Regular, Full-time, Exempt, Non-Union, Grade 22 role in the
 Technical Services Division of the Department of Public Works.

 Subject 4.5. Authorization For Up to $2,192,700 Step II Loan From Vermont Clean
 Water State Revolving Fund And For Amended Engineering Contract With
 Wright Pierce For Up To $2,192,700 For Main Wastewater Plant Improvements
 (Stage 1) - DPW/Water Resources
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 4. Deliberative Agenda

 Department Public Works Department - Water Resources


 Type Action
 Resolution


 Recommended Action to approve and recommend that the City Council adopt the attached resolution
 authorizing a Step II $2,192,700 amended loan from the Vermont Clean Water State
 Revolving fund and a $2,192,700 amended contract with Wright-Pierce for the Stage 1
 Main Wastewater Plant Improvements project as more specifically set forth in the
 attached resolution

 Subject 4.6. Authorization For Burlington Electric Department Revenue Refunding
 Bonds - Electric
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 4. Deliberative Agenda

 Department Burlington Electric Department


 Type Action


 Recommended Action The Burlington Electric Department (“BED”) respectfully requests Board and Council
 approval of the attached Resolution prepared by the City’s bond counsel, Paul, Frank &
 Collins, authorizing (1) the refunding of certain BED revenue bonds and (2) the
 reimbursement of up to $5 million in capital expenditures with the proceeds of the to-be
 issued tax-exempt Net Zero Energy & Grid Reliability revenue bonds authorized by
 voters in November, 2024.

5. Adjournment
 Subject 5.1. Motion to adjourn
 Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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 247
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Page 15 of 247
City of Burlington Capital Program
CT Office | DPW | BPRW | I&T| BCA | CEDO | Public Safety


MEMORANDUM
To: Board of Finance & City Council

Fr: Ashley Parker, Capital Program Director

Cc: Brian Pine, CEDO Director
 Kara Alnasrawi, Incoming CEDO Director
 Joseph Turner, City Assessor
 Stephen Donahue, Senior Accountant
 Katherine Schad, CAO

Re: Recertification of the FY24 City of Burlington Waterfront TIF District Report to the Vermont
Economic Progress Council (VEPC)

Date: June 16, 2025



Under state law, the City is required to report annually on the status of its two Tax Increment Financing
(TIF) districts. City staff have worked interdepartmentally, with VEPC and the Vermont Department of
Taxes to compile these reports. We are now recertifying to the municipal legislative body (City Council)
the amount by which the value within the stated fiscal year within our Waterfront tax increment
financing (TIF) district has increased or decreased relative to the original taxable value (OTV) for each of
the respective districts and that the information provided in the reports represent true and accurate
statements. This report was originally certified before May 1, 2025; but a $90.00 manual reporting error
was found in the entry of interest payments made in FY24 during the VEPC Spring Monitoring Visit on
May 27, 2025. This value has been adjusted and is now correct. Having thus certified and presented
this report to Burlington’s municipal legislative body as required by law, we will then execute the
certification form which is included in the materials provided with the attached corrected Waterfront
TIF District report for FY24. This report will next be certified and submitted by Mayor Mulvaney-Stanak
to VEPC on or before June 30, 2025. Please do not hesitate to contact us with any questions or
concerns.

Motion: To accept the staff report.

(No further action is required by the Board of Finance or City Council. State law merely requires
presentation of this information to you.)




 Page 16 of 247
 CERTIFICATION OF INCREMENT AND ANNUAL REPORT
STATUTORY REQUIREMENT: (24 VSA §1895) “As of the date the district is created, the lister or assessor for
the municipality shall certify the original taxable value and shall certify to the legislative body in each year
thereafter during the life of the district the amount by which the total valuation as determined in accordance with
32 VSA Chapter 129 of all taxable real property located within the tax increment financing district has increased or
decreased relative to the original taxable value.”

RULE REQUIREMENT: (SECTION 903) “Increase/Decrease in Assessed Valuation: Each year following the year
of creation, the listers or assessor shall certify to the municipal legislative body the amount by which the total
assessed valuation of taxable properties within the TIF District has increased or decreased compared to the
municipal and education OTV. Prior to providing the certification to the municipal legislative body, the listers or
assessor shall have the calculation of the increase or decrease, including an examination of the disposition and
tax status of each parcel within the District, verified by a second party. Selection of the second party is up to the
municipality and may be an individual within or outside of the municipal government. However, the individual
should be familiar with parcel listings and valuation, property tax status, and the concepts of OTV and District
increment. A copy of the certification of the value and the increase or decrease must be included in the Annual
Report required by Section 1004.2 of this Rule along with a certification that a second party reviewed the
information. The Council will provide a form on which to provide this certification.”

SECTION 1: Certification of Increment by Assessor or Lister and 2nd Party Reviewer
Check both certification boxes and sign this form. If the boxes or signatures are not completed, this form will be
considered incomplete. The second party reviewer should be familiar with parcel listings and valuation, property
tax status, and the concepts of OTV and District increment.
 We certify that, per TIF Rule Sections 903 and 1004.2, we have examined and verified the current value,
 the calculation of the increase or decrease in property values, the disposition and tax status of each parcel
 within the District, and any other issues relevant to the parcels listed in the Certified OTV Property Report.

 We have certified to the municipal legislative body, at a regular or duly warned meeting that the information
 provided in this report represent true and accurate statements.

 Signature of Assessor or Lister
 X



 Name: Title Date

 Signature of 2nd Party Reviewer
 X



 Name: Title Date

SECTION 2: Certification of Annual Report
Provide the date the annual report was presented to the municipal legislative body. Check both certification boxes
and sign this form. If the boxes or signatures are not completed, this form will be considered incomplete.
Date report presented to the municipal legislative body:
 I certify that I am an official of the reporting municipality with the authority to report on this TIF District on
 behalf of the municipality.
 I certify that the annual report data entered and all documents attached in support of this annual report are
 true, correct and complete to the best of my knowledge.

 Signature of Authorizing Official*
 X



 Name: Title Date

 * Authorizing Official is the Chief Executive Officer of the municipality as defined by 10 VSA § 683(8) such as
 a Select Board or City Council Member, Town or City Manager, or Town Administrator.
 Page 17 of 247
 Tax Increment Financing District
 Vermont Economic Progress Council
 Vermont Department of Taxes

 VEPC Staff Contact Information:
 Ellie Beckett, (802) 622-4674, ellie.beckett@vermont.gov


 Reports are due on or before January 1, 2025
 Please submit reports to accd.vepctifannualreport@vermont.gov
 Please submit GL23 TIF Proceeds Report with the District Annual Report


I. District Information:

 Municipality & District Burlington: Waterfront TIF District Reporting Period: July 1, 2023 - June 30, 2024

 Name of Person Completing Report Ashley Parker Grand List Year: 2023
 Title Capital Programs Director
 Email Address aparker@burlingtonvt.gov
 Telephone 802-734-0292
 Date Report Completed

 NOTE: All information reported on this form by the municipality must be for the Reporting Period and Grand List Year identified above.

II. TIF District Data:

 Base Data (Original Taxable Value) 1996 Value 2010 Value 2 Parcels All Others
 Municipal $ 42,412,900 $ 122,308,400 OTV Total Acres 0.31 104.91
 Homestead- Education $ 1,163,200 $ 19,636,800 OTV Total Parcels 2 111
 Non Residential- Education $ 41,249,700 $ 102,490,820
 Total Education $ 42,412,900 $ 122,127,620 Parcel Information (All Parcels)
 Current Acres 104.47
 Taxable Values as of April 1 Cherry St - 2 Parcels Full District Current Parcels 109
 Municipal $ 30,297,700 $ 151,646,900
 Commercial 120% Surcharge $ 3,253,740 $ 12,285,500
 Tax Rates Applied to the April 1 Grand List
 Homestead- Education $ 26,500,800
 Non Residential- Education $ 30,297,700 $ 124,863,132 Municipal (General Fund) $ 0.7523
 Total $ 151,363,932 Homestead $ 1.4485
 Non Residential $ 1.4591
 Increase (Decrease) in Taxable Values (auto-
 calculated) From 1996 Value From 2010 Value List Special Municipal Tax Rates
 Municipal $ 79,895,500 $ 29,338,500 1 Local Agreement $ 0.0005
 Homestead- Education $ 18,473,600 $ 6,864,000 2 DID Tax Rate $ -
 Non Residential- Education $ 61,241,120 $ 22,372,312 3 $ -
 Total Education $ 79,714,720 $ 29,236,312 4 $ -
 5 $ -
 TIF Increment Revenue Retained for Reporting Year* 6 $ -
 Municipal $ 822,314.00 7 $ -
 Commercial 120% Surcharge $ 92,424.00 Total Special Municipal Tax Rates $ 0.0005
 DID Lump Sum $ 20,811.00
 Homestead- Education $ 342,159.00 Total Municipal (General Fund) &
 $ 0.7528
 Non Residential- Education $ 1,189,569.00 Special Rates
 Total Education $ 1,531,728
 Total TIF Revenue $ 2,467,277
 *Provide VEPC with documentation of the calculation of increment.

 Other TIF Fund Income
 Source Education Municipal Total
 1 $ - $ -
 2 City Place Partner Tax Replacement Payments $ 133,332 $ 133,332
 3 $ - $ -
 4 $ - $ -
 5 $ - $ -
 Total: $ - $ 133,332 $ 133,332




 1/7

 Page 18 of 247
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: CT Office Submitter: Ashley Parker

 Title/Subject: Recertification of FY24 WTF TIF District Annual Report to VEPC

 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 6/16/2025

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 6/9/2025 Katherine Schad

 Mayor’s Office Yes 6/10/2025 Erin Jacobsen
 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 6/6/2025 Erik Ramakrishnan
 contracts or legal documents
 City Attorney’s Office for memo and N/A Click or tap to Click or tap here to enter text.
 motion(s) or resolution(s) enter a date.
 CAO for budget, financing, and memo Yes 6/9/2025 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 19 of 247
 Resolution Relating to Resolution________
 Sponsor(s): Bd. of Finance
 APPROVING OBTAINING STANDBY Introduced: ______________
 LETTER(S) OF CREDIT FOR THE CITY’S Referred to: _____________
 WORKERS’ COMPENSATION PROGRAM _______________________
 Action: _________________
 Date: ___________________
 Signed by Mayor: _________


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


 1 That WHEREAS, pursuant to the Burlington City Charter, Section 48(55), the City Council has the power
 2 and authority to provide for, create, establish, maintain and regulate an insurance sinking or reserve fund to be
 3 used for the purpose of paying any and all compensation that may become due from the City under the
 4 provisions of the laws of the State of Vermont relating to workers’ compensation; and
 5 WHEREAS, the City has the authority under Vermont state law, 21 V.S.A. Section 698, to obtain
 6 insurance to cover its liability under state law related to workers’ compensation; and
 7 WHEREAS, the City has established a workers’ compensation program with The Travelers Indemnity
 8 Company (“Travelers”) to provide workers’ compensation coverage; and
 9 WHEREAS, the City is responsible to Travelers for payment of certain workers’ compensation claims;
10 WHEREAS, Travelers has required that the City post a standby letter of credit to cover some of the
11 claims and workers’ compensation payments that the City would be obligated to pay Travelers or reimburse
12 Travelers for payments made on the City’s behalf; and
13 WHEREAS, it is expected that the standby letter of credit would only be drawn in the event that the City
14 did not make the timely payment when due to Travelers; and
15 WHEREAS, the City has obtained such a standby letter of credit from KeyBank National Association
16 and wishes to have such letter of credit renewed and continued, and may seek other potential banks to provide
17 such a letter of credit on the City’s behalf;
18 NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves of the City entering
19 into one or more standby letter of credit and reimbursement agreements with KeyBank National Association, or
20 such other reputable banks or financial institutions, as may be determined by the City’s Chief Administrative
21 Officer, or renewing any current standby letter of credit and reimbursement agreement, to provide standby letters
22 of credit, to cover the City’s expected workers’ compensation liability to Travelers, as may be determined from
23 time to time, in an aggregate amount not to exceed $2,000,000, and hereby authorizes the Mayor, Chief
24 Administrative Officer, and Director of Finance, individually and collectively, to execute and deliver such letter
25 of credit and reimbursement agreements and such other documents and instruments approved as to form by the



 Page 20 of 247
 Page 2
 Resolution Relating to APPROVING OBTAINING STANDBY LETTER(S) OF CREDIT FOR THE
 CITY’S WORKERS’ COMPENSATION PROGRAM

26 City Attorney as may be necessary or convenient to obtain, renew or extend such standby letters of credit in
27 order to provide for the workers’ compensation insurance programs on behalf of the City.
28
29 TM/Resolutions 2025/Approving Obtaining Standby Letter(s) of Credit for the City’s Workers’ Compensation Program
30 6/12/25




 2



 Page 21 of 247
 OFFICE OF THE CLERK/TREASURER
 City of Burlington
 ________________________________________
 City Hall, Room 20, 149 Church Street, Burlington, VT 05401 Voice (802) 865-7000
 Fax (802) 865-7014
 TTY (802) 865-7142


To: Board of Finance
 City Council
From: Darlene Bayko, Assistant Director of Finance
Re: Renewal of Standby Letter of Credit Workers’ Compensation
Date: June 16 and 23, 2025

  Background:

  The City of Burlington obtains a Standby Letter of Credit (SLOC) annually, which is
  required by Travelers Insurance as part of the contract to provide the City with
  workers’ compensation insurance.

  The SLOC is a guarantee of payment issued by KeyBank National Association
  (KeyBank) on behalf of the City of Burlington that is used as "payment of last resort"
  should the City fail to fulfill a contractual commitment with Travelers to pay for workers’
  compensation expenditures. The City has never had to use this but it is a requirement to
  have it in place. It is expected that KeyBank will renew the SLOC for the City. The City
  pays a $11,000 commitment fee for the Standby of Credit and this fee is paid from the
  Insurance fund.




  Board of Finance Motion: To approve and recommend that Council approve the attached
  resolution.

  City Council Motion: To waive the reading and to approve the attached resolution.




 Page 22 of 247
 Board of Finance and City Council Submission Checklist
 Department: Clerk Treasurer Office Submitter: Darlene Bayko

 Title/Subject: Renewal of Worker’s Compensation Standby Letter of Credit

 Approval: Meeting Date:
 ☒ Board of Finance 6/16/2025
 ☐ City Council Click or tap to enter a date.
 ☐ Concurrent Click or tap to enter a date.

This form must be completed by the person submitting the materials, and sent with the final submission. Please do
not indicate that a signoff was received until it has actually been obtained.

Signoffs Received

 Date
 Signoff Needed Received Note
 Received
 Department Head Yes 06/05/2025 Katherine Schad

 Mayor’s Office informed and approved memo Yes 06/13/2025 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 05/30/20258 Erik Ramakrishnan
 motion(s) or resolution(s)
 -Identify attorney in note
 CAO has reviewed budget, financing, and Yes 6/5/2025 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 23 of 247
MEMORANDUM

TO: Board of Finance

FROM: Megan Moir, DPW Division Director – Water Resources

DATE: June 16, 2025

CC: Chapin Spencer, Director of Public Works

RE: Industrial Pollution Prevention Program Project Amendment Authorization to
 Execute an Amended Engineering Services Agreement


REQUEST
The Department of Public Works (“DPW”) and its Water Resources Division (“WRD”) seeks
authorization for a $27,906 increase to the previously amended $398,881 engineering services
agreement amount with our existing IPPP consultant Hoyle Tanner & Associates, Inc. (Hoyle,
Tanner), for a total contract amount of $426,787. This project is funded by a Clean Water State
Revolving Fund (“CWSRF”) loan, $100,000 of loan forgiveness and a $183,188 grant from the
State.

This amendment is within the loan amount authorized by Council in 2022.

BACKGROUND

Wastewater from different users has different “strengths” depending on how much organic
material goes down the drain. Businesses, such as breweries, cideries, bakeries etc. that produce
or process food or beverage products will have higher strength wastewater than the typical
residential or office building. Some industries also can, without proper practices, release other
pollutants to the sewer system such as heavy metals, PFAS and excess total suspended solids.

Excessive organic loading can itself be a pollutant and has upset the biological treatment
processes at our Wastewater Treatment Plants (WWTP), preventing those systems from cleaning
the wastewater as well as we are usually able to do so. Industrial pollutants such as heavy metals
can either pass through the WWTP or can contaminate the bio-solids which could otherwise be
beneficially re-used. It is imperative as stewards of Lake Champlain and the wastewater systems
that protect that Lake that we ensure there are effective means of controlling these additional
pollutants at the source rather than allowing them to go down the drain. Industrial Pollution
Prevention is the most effective source control for this type of wastewater discharge. Please see
the previous memo regarding this project for additional background regarding the history of this
project and Burlington’s decision to establish a local industrial pollution prevention program.

Work done to date
Significant work has been accomplished by the Hoyle Tanner and City team since the start of the
IPPP development project in 2019. There have been various pauses on the project due to COVID
and staff resourcing, but work completed to date includes:




 Page 24 of 247
 Page | 2 of 3

  Data collection, processing, QA and coordination
  Preparation, distribution and compilation of data from Phase 1 & 2 Industrial User Survey
  Develop master list of all industrial users discharging to the City’s wastewater collection
 and treatment system
  Categorize industrial users based on risk posed to the City’s wastewater treatment
 facilities
  Prepare final report with Industrial Users survey results
  Develop a plan for a technically based Local Limits study including associated sampling
 plan
  Prepare Headworks Loading Analysis
 o Wastewater sampling program development and support
 o Calculate maximum allowable headworks loading (MAHL) and maximum
 allowable industrial loading (MAIL)
 o Proposed allocation strategy for industrial users
  Initial Sewer Use Ordinance (SUO) coordination and draft revisions
  Draft Enforcement Response Plan
  Ensure Compliance – draft Significant Industrial User (SIU) permit templates, BMPs, draft
 compliance monitoring program
  Program Organization and Funding
  Prepare America Rescue Plan Act (ARPA) grant deliverables and meeting coordination

Drivers necessitating amendment:
As is sometimes the case with grant awards, compliance and coordination with the ARPA grant
is proving more intensive than originally estimated by Hoyle, Tanner, who had previously
budgeted 40 hours for this effort. In addition, the consultant’s effort to calculate the MAHL and
MAIL was expanded to model and consider a series of scenarios relating to the upcoming upgrade
at the Main WWTP and the recent updates to development projections within the City. The IPP
program is ramping up prior to the Main WWTP upgrade necessitating that various program
elements and requirements be appropriate now (prior to upgrade) and in the future (post
upgrade). Furthermore, the consultant’s effort to prepare Sewer Use Ordinance revisions, to
support the IPP program, has been prolonged as various regulatory organizational frameworks
have been considered (embedding within the ordinance vs. as a separate reference document).
All of this necessitates a contract fee and time amendment in order to get this program across the
finish line by or before the ARPA deadlines in 2026

PROPOSED LOAN & CONTRACT AMENDMENTS

A number of project scope and cost amendments and additions are necessary in order to produce
a comprehensive Industrial Pollution Prevention Program that will not only satisfy the various
regulatory obligations we are required to meet, but will also build a credible and verifiable
foundation for achieving flexibility and authority in our future IPPP. Overall, these represent a
total additional contractual cost of $27,906 (Amendment #9).

A description and the associated reasoning for each of tasks in this contract scope and cost
amendment is provided below:

 1) ARPA Grant Deliverable Assistance ($17,693): Consultants involvement with meeting
 ARPA Pretreatment Grant requirements including routine meetings with VTDEC and
 preparation of grant milestone deliverables has exceeded the previous estimate of 40
 hours. Remaining grant deliverables include; Sewer Use Ordinance revisions and proof
 of adoption, final reporting, quarterly tracking reports and meetings with VTDEC.

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 Page 25 of 247
 Page | 3 of 3

 2) Separate Pretreatment Program Document based upon EPA Model SUO (Repurpose
 unused expense funds within the current contract. No new funds are required at this time.)
 3) Additional MAIL/MAHL Scenarios ($9,672): Prepare three (3) additional MAHL/MAIL
 scenarios addressing proposed development scenarios.
 4) Additional Expenses ($541): The amendment also includes budget for additional direct
 expenses.

The amendment also includes a time extension to June 30, 2026.


FUNDING

Previous authorization by the City Council authorized a CWSRF loan amendment of $198,926
for a total loan amount of $398,881. Due to the City having been awarded the $183,188 ARPA
grant towards this work, the full loan authorization was not used and the existing loan
($239,858) is currently below the $398,881 authorization. As such, there is remaining
authorization in the 2022 resolution to support this small amendment and no additional loan
authorization is required. The City will seek a loan amendment with the State for this amended
scope, resulting in a total loan of $267,764. This project has also been awarded loan
forgiveness of $100,000 bring the total principal owed to $167,764, much less than the
$398,881 loan amount authorized by Council in 2022. The total loan includes some funding of
staff time spent managing the project.


MOTIONS

Board of Finance Actions:
 1. “To approve and authorize the Director of Public Works to execute an engineering
 services contract amendment with Hoyle, Tanner & Associates for $27,906, subject to
 review and approval by the City Attorney.”
 2. To approve and authorize the Chief Administrative Officer, or their designee, to effect
 all necessary budget amendments in substantial conformance with this request.


Thank you for your consideration of this request.




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 Page 26 of 247
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: DPW – Water Resources Submitter: Megan Moir / Mike Schramm

 Title/Subject: Industrial Pollution Prevention Program – Amendment Authorization

 Approval Requested: Meeting Date:
 ☒ Board of Finance 6/16/2025
 ☐ 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 6/10/2025 Chapin Spencer

 Mayor’s Office Yes 6/11/2025 Erin Jacobsen
 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 N/A Click or tap to Click or tap here to enter text.
 contracts or legal documents enter a date.
 City Attorney’s Office for memo and Yes 6/10/2025 Erik Ramakrishnan
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 6/11/2025 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 27 of 247
 CITY OF BURLINGTON
 DEPARTMENT OF PUBLIC WORKS
 645 Pine Street, Suite A
 Post Office Box 849
 Burlington, VT 05402-0849
 802.863.9094 VOX
 802.863.0466 FAX
 802.863.0450 TTY
 www.burlingtonvt.gov




MEMORANDUM

TO: Board of Finance/City Council

FROM: Caleb Manna, Associate Public Works Engineer, Department of Public Works

DATE: June 16, 2025

CC: Chapin Spencer, Director of Public Works
 Laura Wheelock, P.E.; Assistant Director of Public Works/City Engineer

RE: Ledgewood Circle Street Acceptance


Request

To accept, through City Council Resolution, the formal conveyance of a portion of the street known
as Ledgewood Circle, from the current ownership group, Ledgewood 1 Condominium Board, to
the City.

A segement of Ledgewood Circle, (also know as the Austin Drive entryway) located between
Austin Drive and Oakbeach Drive in the south end of the City of Burlington, serves as crucial
connector street linking acces to Austin Drive, Oakbeach Drive, Southwind Drive, and Flynn
Avenue. The current owner of the street, Ledgwood 1 Condominium Board, is requesting the
lands be conveyed to the City for public right-of-way acceptance.

History of Ledgewood Circle - 1960’s

On July 19, 1967, an agreement was made between the then owner, Champlain Associates, and
the City, conveying ownership of the entire parcel lot, then know as Ledgwood Apartments, to the
City. The street was never accepted via resolution by City Council. No documentation of an
existing resolution pertaining to this location has been found. The original agreement
demonstrates there was always intent to deed this section of road to city.

1981

In 1981, the then owner, Champlain Associates, deeded the 8.9 acre parcel (including the Austin
Dr. entryway currenty proposed for acceptance) know as Ledgewood Apartments, to Ledgewood
Associates.

At this time Ledgewood Associates (LA), in turn created the Ledgewood Home Owners
Association (LHOA), by Declaration of Covenant, deeding to LHOA the exisiting pool and
community building. It is important to note the role of a home owners association, (different from




 Page 28 of 247
RE: Ledgewood Circle Street Acceptance June 16, 2025
 Page | 2 of 4


a condo assioation) created for the function of maintaining shared facilities (pool and building)
between four condo associations (Legdewood South, Ledgewood East, Southwind Condo, and
Ledgewood 1) making up the 8.9 acre parcel lot know as Ledgwood Apartments during this time.

 Also in 1981, LA created Ledgewood 1 Condominium Association (Ledgewood 1), and conveyed
to them, the same 8.9 acre parcel including the entryway from Austin Drive, into condo ownership,
clearly assigning ownership of the entryway to Legdewood 1. All 76 condo units were sold from
LA to Ledgewood 1 at this time. Under the common elements of the parcel transfer to a condo
association, this meant each owner owned a unit, and a percentance share of the parcel lot, which
included the Austin Dr. entryway.

In July of 1981, the City and LA, executed an amendement to the 1967 agreement between City
and Champlain Associates, amending the agreement to allow for the sale of individual units and
townhouses. This amended agreement defines the roadway and infrastructure as privately owned
and maintained by LA. Section 3 of this amendement contains language that allowing for the
future acceptance of the Austin Drive entryway to the City, so long as the roadway was
constructed to city specifications.

1982-1993

In June of 1982, we begin to see some confusion over ownership of the parcel. LA executed an
amendent to LHOA and Ledgewood 1 Declaration of Covenant, specifying that the roadway
between Austin Dr. and Flynn Ave., would be dedicated to the City. Language from section 2 of
this amendent, clearly states “ the declarant (LA) and (LHOA,) shall dedicate to the City of
Burlington a roadway connecting Austin Drive and Flynn Ave.” Oakbeach Drive as we know it
today, had not been constructed as of 1982, but was planned for future development, and was
completed in 1988 as public roadway.

The issue being, that LA had previously deeded the parcel lot to Ledgewood 1 in the 1981
amendment, and that Ledgewood 1, as the owner, was not included in the above mentioned 1982
amendement to the Declaration of Covenant.

Between 1982 and 1993, LHOA assumed responsibility for maintaining the Austin Drive entry way
used by the four condo associations, making up LHOA.

In 1993, LA executed a warranty deed conveying the Austin Drive entryway, southern extension
of Oakbeach, and the tennis courts to LHOA. Had the title search under the warranty deed been
properly executed, it was have become known that LA, did have the rights to convey this property.

2018-Present

This discrepancy in ownership came to light in 2018, when LHOA begain the process to convey
the Austin Drivey entryway to the City through a deed. LHOA in fact, has no rights to convey
said property to the City, as the parcel was conveyed to Ledgewood 1 in 1981. LHOA has since
recognized the error and disclaimed ownership.

For a full history and associated documentation of ownership transfers, see EX-A.




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RE: Ledgewood Circle Street Acceptance June 16, 2025
 Page | 3 of 4


Right-of-Way Acceptance

The Department of Public Works, Technical Services Division, was tasked with compiling the
missing documentation for the acceptance of the Austin Drive entryway in January of 2023. In
collaboration with the current President of Ledgewood 1 Condo Assoc. Mr. Andrew Prendimano,
which included securing a policy of title insurance, completing a boundary survey, establishing
monumentation for the parcel, and a providing a warrenty deed dedicating said lands to the city.

DPW, following the guidance of the Right-of-Way Acceptance Procedure for Post Development,
received sign offs from all city departments responsible for maintaining infrastructure, certifying
any asset proposed for acceptance within the street segement is of adequate condition, and will
not become a liability to the city as ownership is transferred.

These City Departments include:

  DPW Streets Maintenance
  DPW Water Resources
  DPW Technical Services
  DPW Traffic Division
  Department of Parks, Waterfront and Recreation
  Burlington Electric Department
  Burlington Fire Department

Historically, the city has provided a routine level of servive in maintaining the street segement.
Typical maintanence over the years includes pothole filling, snow plowing, and catch basin
repairs.

Future Plans for Ledgewood Circle

Should the street be accepted, it is anticipated a bike lane and new sidewalk will be installed on
the north side of the divided entryway at some point in the future. With the right-of-way
acceptance, DPW will be authorized to establish no parking regulations in ordinance, and bring
roadway signage up to current MUTCD standards. The existing street lighting will be added to
BED’s capital improvement plan, and brough up to current IES lighting standards applicable to
Burlington city streets.

Recommendation

The Department of Public Works is supportive of formally accepting the section of roadway known
as Ledgewood Circle, as shown in EX-D, connecting Austin Drive to Oakbeach Drive in the City
of Burlington, VT.

Thank you for consideration of this request, please do not hesitate to contact me directly at
CManna@burlingtonvt.gov or 802-865-7562.




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RE: Ledgewood Circle Street Acceptance June 16, 2025
 Page | 4 of 4



Exhibits

 A. Chronology of Events Related To Ownership Of The Austin Drive Entryway
 B. Title Insurance
 C. Warranty Deed
 D. Right-of-Way Final Drawing
 E. Future transportation design
 F. DPW Right-of-Way Acceptance Procedure
 G. Resolution of City Council

Motions:

Board of Finance:
 “To approve and recommend that the City Council waive the reading and approve
 the resolution accepting the street segement know as Ledgewood Circle, as show in Ex
 D, subject to review and approval by the City Attorney’s Office of any instruments required
 to effectuate the transactions contemplated hereby.”

City Council:
 “To approve and recommend that the City Council wavie the reading and approve
 the resolution accepting the street segment known as Ledgewood Circle, as shown in Ex
 D, subject to review and approval by the City Attorney’s Office of any instruments required
 to effectuate the transactions contemplated hereby.”




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 Page 31 of 247
 EX-A

J. Schultz (Ledgewood Home Owners Association Board member) 8/28/20

  CHRONOLOGY OF EVENTS RELATED TO OWNERSHIP OF THE AUSTIN DRIVE ENTRYWAY
[For anyone not familiar with the area, the site map on the last page of the attached documents may be
helpful in following this chronology.]
1. On 1/12/81, Champlain Associates, then-owner of the Ledgewood Apartments at 80 Austin Drive, executed a
warranty deed conveying an 8.9 acre parcel which included those apartments to developer Gerry Milot/
Ledgewood Associates. That deed included the Austin Drive entryway. {Attachment 3}

2. On 1/15/81, Ledgewood Associates executed a Declaration of Covenant creating the Ledgewood Home
Owners Association. [Vol. 271/Pg.512 of the City Land Records/not attached.] (The LHOA is NOT a condo
association; it is a home owners association that exists for the purpose of managing certain facilities -- principally
a pool and tennis courts-- shared by the owners of units in Ledgewood I and three other adjacent condo
associations. The LHOA has no legal relationship with those four condo associations as entities, only with the unit
owners.) Ledgewood Associates conveyed to the LHOA, by deed, the pool and a small "community building" that
were located on the Ledgewood Apartments parcel; the entryway was not part of the property conveyed to the
LHOA by Ledgewood Associates at this time. {Attachment 6}

3. On 1/15/81, the developer, Ledgewood Associates, also executed a Declaration of Condominium creating the
Ledgewood I Condominium and conveying the exact same 8.9 acre parcel acquired from Champlain Associates
into condo ownership, again, clearly including the Austin Drive entryway, in both the detailed description of
property and the site map that were part of that Declaration. Under the provisions of its Declaration. the entryway
was part of the Common Elements of the Ledgewood I Condominium. {Attachment 1, 1a, 1b}

4. Ledgewood Associates subsequently sold all 76 of the units in the Ledgewood I Condominium, meaning that,
like all other common elements, each unit's percentage share of the entryway was deeded to each unit. It is
important to recognize that the Common Elements, or jointly owned property, of any condo association are not
conveyed by deed to the Association per se, but rather, are conveyed into condo ownership via a Declaration of
Condominium, and then subsequently deeded incrementally to individual owners as a percentage share of jointly
held property, along with full ownership of the unit itself. In other words, a condo association, as a legal entity,
does not hold a "deed" to its common elements. By contrast, the Ledgewood Home Owners Association, which is
not a condo association, does own property as a corporate entity and must acquire that property by deed.

5. On 7/14/81, the City of Burlington and Ledgewood Associates (“owner”) executed an amendment to a 7/67
agreement between the City and Champlain Associates pertaining to the Ledgewood Apartments. This 7/81
agreement served to resolve a dispute over subdivision rules. One provision of that agreement states, “It is
currently contemplated by the Owner and the City that, in connection with further development of the Ledgewood
property, so called, the Owner will dedicate to the City a roadway, connecting Austin Drive and Flynn Avenue,
said roadway to be constructed to City specifications…” {Attachment 4}

6. On 6/21/82, Ledgewood Associates executed a single/identical amendment to both the LHOA Declaration of
Covenant AND the Ledgewood I Declaration of Condominium, the provisions of which included the following:
“[Ledgewood Associates] and the [Ledgewood] Home Owners Association … shall dedicate to the City…a
roadway connecting Austin Drive and Flynn Avenue, subject to the provisions of [the above 7/81 Agreement].” At
that time, Ledgewood Associates owned the land on which the entire Oakbeach Drive portion of this roadway was
eventually built, but it did not own the already-completed Austin Drive entryway portion of the roadway, having
previously conveyed it to Ledgewood I in January 1981. And the Ledgewood Home Owners Association did not
own ANY of the existing or anticipated roadway property. {Attachment 5}

By this time, more than half of the Ledgewood I units had been sold, so this Amendment to both the LHOA and
Ledgewood I Declarations required approval of 75% of all LHOA and Ledgewood I owners, which was obtained.
Because Ledgewood I owners were the only members of the LHOA at that time, they concurrently approved the
amendment to both Declarations. One possible interpretation of this Amendment could be that Ledgewood I
owners approved the conveyance of the Austin Drive entryway to the City in June 1982. (However, they could not
have approved the conveyance of the Oakbeach Drive Extension to the City, since neither Ledgewood I nor
LHOA owned the Oakbeach Drive extension.)

7. Then, (later) in 1982, 1984 and 1986 respectively, the separate Ledgewood South, Ledgewood East and
Southwind Condo Associations were created, making the owners of the 210 units in all four condo associations
members of the Ledgewood Home Owners Association by virtue of a covenant in their deeds.



 Page 32 of 247
8. At some point between 1982 and 1993, the Ledgewood Home Owners Association apparently assumed
responsibility for maintenance of the entryway, perhaps because it was used by owners in all four condo
associations. (Of course, ever since Oakbeach Drive was completed around 1988, it has been used by the
general public as a thoroughfare between Austin Drive and Flynn Avenue.) It's unclear if the LHOA Board at that
time believed that the LHOA owned the entryway, or if there was just an informal arrangement by which the LHOA
paid for maintenance.

9. For many years, much of the regular maintenance of the actual roadway of the entryway has been done by the
City, including plowing, fixing potholes, installing catch basins, etc. The LHOA's main expenses have been for
summer grounds maintenance around the road, as well as paying for the leased street lights and associated City
stormwater fees. I believe the LHOA paid to pave the entryway at least once, in the mid-90’s, the need for which
probably was connected to the deed executed in 1993 (#10, next.)

10. In January 1993, Ledgewood Associates executed a warranty deed purportedly conveying the Austin Drive
entryway, the southern extension of Oakbeach Drive (the northern section of Oakbeach had already been
accepted as a City street) and the Ledgewood tennis courts to the Ledgewood Home Owners Association. At the
time, Ledgewood Associates owned the Oakbeach Drive extension and the tennis courts, but did not own the
entryway. Either a proper title search was not conducted by any of the parties prior to execution of the deed, or
the information was ignored. (The reason that Ledgewood Associates initiated this deed at this time is murky, but
presumably was to avoid as much financial liability as possible. It is a complete mystery as to why the LHOA
would have agreed to accept owership of any roadway, since this was not in the best interest of the 210 LHOA
owners, and the intent all along was for these to become City streets.) {Attachment 2}

11. Due to the existence of this deed, LHOA and LWI Boards since that time appear to have assumed that the
LHOA, in fact, owned the entryway.

12. The LHOA has always wanted to convey the entryway to the City; it was pursued a few times but somehow
never happened.

13. In 2018, the LHOA Board decided to again pursue conveying the entryway to the City, and while researching
the documents related to entryway ownership, discovered that, in fact, the entryway was part of the property
conveyed to Ledgewood I in 1981. This meant that the 1993 deed held by the LHOA was invalid with respect to
the entryway, because Ledgewood Associates had no legal right to convey it. In response, the Ledgewood Home
Owners Association Board formally notified the Ledgewood I Condo Association Board that the LHOA disclaimed
ownership of the entryway, because Ledgewood Associates clearly did not own it at the time the 1993 deed was
executed. This disclaimer is filed in the City Land Records. {Attachment 7}
-------------------------------------------------------------------------------------------------------------------------------------
ATTACHED DOCUMENTS:
1. Pertinent excerpts from Ledgewood I Declaration of Condominium [Vol. 271/Pg. 481; Plat 118/71]

1a. LWI Declaration of Condominium Exhibit B – parcel map (1/81)
1b. LWI Declaration of Condominium Exhibit D – description of parcel (1/81)
-------------------------------------------------------------------------------------------------------------------------- ------------
2. 1/93 Warranty Deed from Ledgewood Associates to Ledgewood Home Owners Association for Austin
 Drive entryway, Oakbeach Drive extension & tennis courts [Vol. 473/Pg. 126]
--------------------------------------------------------------------------------------------------------------------------------------
3. 1/81 Warranty Deed from Champlain Associates to Ledgewood Associates for Ledgewood I parcel
 [Vol. 272/Pg. 669]
--------------------------------------------------------------------------------------------------------------------------------------
4. 7/81 Agreement between City of Burlington and Ledgewood Associates [Vol. 275/Pg.507]
----------------------------------------------------------------------------------------------------- ---------------------------------
5. 6/82 Amendment to Declaration of Covenant of the Ledgewood Home Owners Association and to Declaration
 of Condominium for Ledgewood I [Vol. 283/Pg. 141; Plat 141/28]
--------------------------------------------------------------------------------------------------------------------------------------
6. 1/81 Quit Claim Deed from Ledgewood Associates to Ledgewood Home Owners Association for pool &
 Community building [Vol. 272/Pg. 685]
------------------------------------------------------------------------------------------------------------------------------------ --
7. 3/19 Letter from LHOA Board to Ledgewood I Board disclaiming ownership of entryway [Bk. 1437/Pg. 193]




 Page 33 of 247
ATTACHMENT 1:

Excerpts from DECLARATION OF LEDGEWOOD I CONDOMINIUM (January 1981)
 [Vol. 271/Pg.481; Plat 118/71]

Section 1.01. Submission of Property; Creation.

Ledgewood Associates, a Vermont general partnership having a place of business in Essex, Vermont (the
"Declarant") in fee simple of the lands described in Exhibit D, located in the City of Burlington, County of
Chittenden and State of Vermont (the "Land") , hereby submits the Land, together with all easements, rights and
appurtenances thereto (the "Property") , to the provisions of Chapter 15 of Title 27 of the Vermont Statutes
Annotated, known as the Vermont Condominium Ownership Act (the "Act"), and hereby creates with respect to
the Property a condominium, to be known as Ledgewood I Condominium (the "Condominium").

Section 2.03. Description of Units; Allocation. The locations of all Apartments (the "Units") within the Buildings are
shown on the "Plans" attached as Exhibits A and B. There are a total of 76 Units, of which 8 Units are one-
bedroom apartments, 16 Units are two—bedroom apartments, 8 Units are three—bedroom apartments and 44
Units are two—bedroom townhouse style apartments occupying two stories.

Section 3.02. Common Areas and Facilities. The Common Elements are all the Property depicted on Exhibits A
and B except Units and Limited Common Elements. The Common Elements shall remain undivided and shall be
devoted to the common use and enjoyment of all Unit owners. No Unit owner nor any other person shall maintain
any action for partition or division thereof, unless the Property has been removed from the provision of this
Declaration pursuant to the Act. Each Unit owner may use the respective Common Elements in accordance with
the purposes for which they were intended without hindering or encroaching upon the lawful rights of other Unit
owners. The Common Elements include, without limitation, the following:
(a) the Land described in Exhibit D, including the real, estate upon which the Buildings and other improvements
are located, together with the benefit of, and subject to, all rights, easements, restrictions and agreements
recorded in the Land Records of the City of Burlington, including the specific reservations and 'grants set forth in a
deed of Champlain Associates dated January 15 , 1981, to the Declarant, recorded in Volume Page of the Land
Records of the City of Burlington;
(b) all portions of the Buildings, except those portions identified as Units and Limited Common Elements; and
(c) all improvements other than the Buildings and Limited Common Elements.

Section 5.03. Easement for Completion. The Declarant hereby reserves an easement through the Common
Elements for the purpose of completing or making improvements described in this Declaration or to make
improvements in the Condominium and to make and complete improvements on lands described in a Declaration
of Covenants, Conditions and Restrictions, dated January , 1981, recorded in Volume , Page of the Land
Records of the City of Burlington, and to erect and remove signs advertising the Condominiums.




 Page 34 of 247
Attachment 1a




 Page 35 of 247
 Attachment 1b
Ledgewood I Declaration of Condominium - EXHIBIT D




 Cumul.
 Point Ft
 1 200
 2 118 318
 3 112 430
 4 113 543
 5 114 657
 6 103 760
 7 95 855
 8 100 955
 9 110 1065
 10 141 1206
 11 96 1302
 12 220 1522
 13 316 1838
 14 481 2319
 15 448 2767
 16 42 2809
 17 200 3009
 18 120 3129
 3129 ft.
 perimeter




 Page 36 of 247
Page 37 of 247
Attachment 1b, continued -- approximation of coordinates
from property description on GPS map]




 1 acre = 43,560 sq. ft

 390,352 s.f. = 8.96 acres




 Page 38 of 247
 Attachment 2 - 1993 Deed




# feet in perimeter as described
section by section in 1993 deed:

 200 cumulative
 84.5 284.5
 120.5 405
 134 539
 113 652
 26 678
 85.5 763.5
 18 781.5
 60 841.5
 estimated (omitted from
 119 960.5 deed)
 120 1080.5
 199 1279.5
 220 1499.5
 120 1619.5 from LWI property map/description
 1619.5




 Page 39 of 247
  Measure
  ment
  missing,
  but can
  deduce




  Final # ft.
  across
  road back
  to
  beginning
  taken from
  LWI parcel
  map &
  description




Page 40 of 247
 Attachment 2 continued -- approximation using GPS map
Sketch of roadway described in 1-19-93 Warranty Deed from Ledgewood Assoc to LHOA, using coordinates from
the deed. V473/P126 [Sketch revised 9-18-18 to improve accuracy using coordinates from LWI Decl. as well.]




 Page 41 of 247
Attachment 3
 Warranty Deed from
 Champlain Associates to
 Ledgewood Associates
 1-15-81 for original LWI
 parcel




 Page 42 of 247
Page 43 of 247
671




 Page 44 of 247
Page 45 of 247
Page 46 of 247
Page 47 of 247
Page 48 of 247
 Attachment 4




 * /eDc-6t;u)
 \f;eEtetf-iJr &st u er:xi C ,rt'
 K
 45se(* 50?
 A€REEMENT
 '/'+ lv' ,'h*
 AGREEI'|EHT, dated this lt'l day of July, 1981, by and
bctween Ledgewood Associates, a Vermont partnership having /)
a place of business in Essex Junction, Vermont (the "owner t') ,
and the City of Burlington, a municipal- corporation of the
slate of vermont {the ,,cityr') :
 WITNESSETH:

 WHEREAS, the ovrner has ired the interests of ChampLain
Associates i 1a es descri
Agreeqnla t reco n
 of of the City of
 urL:.ngton i a
 WHEREAS. pursuant to the Agreement and Covenant, Champlain
Associates obllgated itself to satisfy certain standards at
such time ae such lands and mises were conveyed to anyone
other than a to maintain them as
a private and unitary development; and
 WHtrREAS, the Oernef deslres to commit said lands and pre-
rrriscs to the provisions of the Vermont Condominium Ownership
Act and to Eell garden apartment.s and townhouse units to pur-
chaserg for value; and
 WI{EREAS, the Ovrner and the City have disagreed whether
the conveyance of condominium apartments is consistent r+ith
the provisionE of the Agreement and Covenant; and
 WHEREAS, the Owner and the City desire to resolve their
differences;
 *cxd, rHnnsFoRE, THE orrner and the City, in consideration
of Ten and ltlore Dollars and other good and valuable consideration,
hereby agree to modify and suppl€rlent the Agreement and Covenant,
as follows I
 1. The Oltner nay sell condominium apartments and townhouses
o1t qfcl!*lende and trr9[l-9,9qr,providing that the deed from the
ffi-er to-etrh purchaser shall contain the following language:
 , The Grantee, by acceptance of this deed'
 acknowledges that certain of -the vrater nains
 and services, segrer laterals and ser^rer facil-
 ities servlcino the Aoartmel9g ?nd the.Condo--
 minium enance,
 ir4'tfff--end rep I acement  the I
 ninium Association or




 Page 49 of 247
 | -, I


,508
 Associalion; and the Grantee covena
 not i\' ^\?'.,&J'l'rb
 to.petitiqn A'
 successorsf ft"It"-"ttO assigns'
 city  of  Burlington  Lo
 Ir-"lt*r"ir*- r.q".st  Lhe nor
 accept suclr faciliLies as public facilities'
 toseekfromtheCityofBurlingtonanyrepair,
 maintenance or replalement thereof '
 2' The owner shalt further amend the Declar:ation of
 originally dated
 Covenants, Condiii"i"*""a-n"strictions,
 rotlowins:
 ;;;;;;;-t6, Iesl', to  add the
 sz.0t:  qrI**F
 shal} own, ancl :f;:ti'#iit*li:";"n:1:
 Snarr_tlldrrruorx, ':::,:_ l::""- laterals- r !r.ll
 i-*--.rq 'a '.li .,
 '+y't .a,ttw1 .-11
 ation
 reprace alr watlr'i"Iii"*iid";;;;;;;!,-i!*.r " d / 4*-,lin
 ",,h
 **"o*dary "i**'-iu"l.ities.
 p"itv-iincr"hins  anv F9t:ir':-:h ::!Xi'::nlH-F*r?a *€'t> ^Pf
 o-'L Tl'Lf'l'u'
 ownership) , and.;;;;;s";;;h-period
 #rdominiumtne'-asto"iitiol. t'
 of ownerstrip ?htrl--":ll^3.1ltl3r.o-,,oo. , ,]., .- iL
 $:'Ii;i ;; il;ii;;;;;'tl accept  :l:h^fi:itities
 as \'\
 iii[ri"-lu"iriti"'l'""i {131-
 the citv or
 Burlington any t.iuii, ""?k. maintenance or replacement
 thereof. At  n"  ii*"-"ntfr the citv of Burlington
 be responsible for maintenance' relair or replace*
 ment thereof' al-"o-ii** shall the city of--^--*.
 responsible. for-llintenance' repa:.r
 Burlington ne mains and  services'
 or replacement of'such water sewer facilitiels'
 sewer laterals t"d """ottdary
 contemplated by the Ovrner andof the
 3. It is currently with the  i"ttn6t developrnent the
 city that, ir, "oii;;ti;; wilr  dedicate to rhe
 Ledsewood ptop*r[rl";;:;"ii;1,-:1.-ener
 City a roadway, connecting Austin Drive and Flynn Avenue' and to
 said road$av to ;;";;;;;;icted towaterl citv :ry::r1::tions  electrical
 sewer and
 contain within its right-of-way at liie time that such roadway
 -lliot*'shall is
 tines, mains, "r,i*"iiit':"t"' be  excluded
 etedicated to the cily-*t-nt'trrngi;n' ltater T:i":-lf sewer
 fr*nr the dedicatiJiiirr!;""nauiv remain the  responsibilitv of
 larerals, so*".ri:liSd;-;!;ii' eqo-o!
 op r i.u ts ii:lgg* i-' i tlL a" gglgll9l lL l:- 1"3
 t s
 r 1,"-.pp, "
 H"*: etls ls"s.osl3tr"9!:-
 4. Except as otherwise provided herein the parties here-
 and Covenant'
 Eo ratify and affirm the Agreement
 Vermont this lt-l clay of July'
 l-98r'
 nATED at surlington'

 tE
 By:

 CITY URTINGTQN




 'l :55 P. M' rnd recorded'
 July l4 ,19 B] , ur
 Rcceived for record
 Artesr:
 .W#.U.7*-
 CitY Cterk{/




 Page 50 of 247
 Attachment 5

 AMENDMENT

 ✓
 WHEREAS, o n o r a b o u t J a n u a r y 1 2 , 1 9 8 1 , L e d g e w o o d A s s o c i a t e s
 (the " D e c l a r a n t " ) a c q u i r e d f r o m Champlain A s s o c i a t e s c e r t a i n
 lands a n d p r e m i s e s a t Ledgewood p u r s u a n t t o a d e e d , r e c o r d e d i n
 Vo l u m e 2 7 2 , P a g e 6 6 9 o f t h e L a n d R e c o r d s o f t h e C i t y o f
 Burlington; and, o n o r about October 28, 1981, t h e Declarant
 acquired t h e r e m a i n d e r o f Ledgewood f r o m Champlain A s s o c i a t e s '
 p u r s u a n t t o a d e e d , r e c o r d e d i n Vo l u m e o f , P a g e i i 6 3 o f t h e L a n d
 Records o f t h e C i t y o f B u r l i n g t o n ; a n d

 WHEREAS, t h e D e c l a r a n t i n t e n d e d t h a t L e d g e w o o d w o u l d b e a
 f u l l y i n t e g r a t e d r e s i d e n t i a l community and, t o t h a t end, t h e
 Declarant, o n January 1 5 , 1 9 8 1 , caused t o b e executed a
 Declaration o f Covenants, Conditions and R e s t r i c t i o n s , recorded
 i i n Vo l u m e 2 7 1 , P a g e 5 1 2 o f t h e L a n d R e c o r d s o f t h e C i t y o f
 B u r l i n g t o n , w h i c h h a s b e e n amended b y i n s t r u m e n t s r e c o r d e d i n
 Vo l u m e 2 2 5 , P a g e 3 3 3 a n d V o l u m e 2 7 5 , P a g e 5 0 9 o f t h e L a n d R e c o r d s
 of the C i t y o f Burlington; and

 WHEREAS, i n c o n n e c t i o n w i t h t h e g o v e r n a n c e o f t h e o r i g i n a l
 76 u n i t s , t h e D e c l a r a n t e s t a b l i s h e d . a c o n d o m i n i u m r e g i m e , k n o w n
 as L e d g e w o o d I a s e v i d e n c e d b y a D e c l a r a t i o n o f C o n d o m i n i u m ,
 d a t e d J a n u a r y 1 5 , 1 9 8 1 , a n d r e c o r d e d i n Vo l u m e 2 7 1 , P a g e 4 8 1 o f
 the L a n d Records o f t h e C i t y o f B u r l i n g t o n , a s amended b y a n
 Amendment, d a t e d M a y 2 9 , 1 9 8 1 , a n d r e c o r d e d i n Vo l u m e 2 7 5 , P a g e
 328 o f t h e L a n d R e c o r d s o f t h e C i t y o f B u r l i n g t o n ; a n d

 WHEREAS, i n o r d e r t o c o n f i r m c e r t a i n r i g h t s r e s e r v e d b y
 Champlain A s s o c i a t e s w h i c h a r e n o w possessed b y t h e D e c l a r a n t ,
 and t o a s s u r e f u r t h e r o r d e r l y d e v e l o p m e n t o f L e d g e w o o d , t h e
 parties hereto agree as f o l l o w s :

4. 1. T h e _ l a n d s a n d p r e m i s e s a c q u i r e d b y t h e D e c l a r a n t f r o m
 C h a m p l a i n A s s o c i a t e s , r e c o r d e d i n V o l u m e g 7 f , P a g e S443 o f t h e
 Land R e c o r d s o f t h e C i t y o f B u r l i n g t o n a r e , a n d s h a l l b e , s u b j e c t
 to t h e p r o v i s i o n s o f t h e D e c l a r a t i o n o f Covenants, C o n d i t i o n s and
 R e s t r i c t i o n s , a s amended t o d a t e a n d f r o m t i m e t o t i m e h e r e a f t e r .

 2. T h e D e c l a r a n t a n d t h e H o m e O w n e r s A s s o c i a t i o n ( a s
 defined i n t h e Declaration o f Covenants, Conditions a n d
 R e s t r i c t i o n s ) s h a l l d e d i c a t e t o t h e C i t y o f B u r l i n g t o n a r o a d w a y,
 connecting A u s t i n D r i v e a n d F l y n n Avenue, s u b j e c t t o t h e
 provisions o f a n Agreement, d a t e d J u l y 1 4 , 1981 between t h e
 D e c l a r a n t a n d t h e C i t y o f B u r l i n g t o n , r e c o r d e d i n Vo l u m e 2 2 5 ,
 Page 5 0 7 o f t h e L a n d R e c o r d s o f t h e C i t y o f B u r l i n g t o n .

 3. T h e D e c l a r a n t , f o r i t s e l f a n d i t s s u c c e s s o r s a n d
 assigns, s h a l l have a r i g h t t o construct, i n s t a l l , use, maintain,
 repair and replace a t o t a l o f 24 enclosed parking s t a l l s ,
 numbered 1 7 1 t h r o u g h 1 9 8 , i n c l u s i v e , a t l o c a t i o n s e a s t e r l y a n d
 southerly o f Buildings 4 , 5 , 6 , 7 , 8 and 9 and adjacent t o the
 p r i v a t e , r o a d w a y w i t h i n Ledgewood I , t o g e t h e r w i t h t h e r i g h t o f
 access t o , o v e r and t h r o u g h s a i d roadway and t h e 24 open p a r k i n g
 stalls adjacent thereto. T h e location o f the parking f a c i l i t i e s
 are shown-and s e t f o r t h on a p l a n o f l a n d e n t i t l e d Page 51 of 247
 •



 142.

 4. . T h i s A m e n d m e n t s h a l l b e a n a m e n d m e n t t o t h e D e c l a ]
 of Covenants, Conditions and R e s t r i c t i o n s , and t o t h e Decla
 o f Condominium o f t h e Ledgewood I Condominium, b o t h a s p r e y
 amended.

 5. V e r m o n t S e r v i c e C o r p o r a t i o n a n d Ve r m o n t F e d e r a l S c
 & Loan Association j o i n i n t h e execution o f and consent t o
 Amendment a s m o r t g a g e e s o f t h e i n t e r e s t s o f t h e D e c l a r a n t a
 Unit Owners.

 6. T h e d a t e o f t h i s A m e n d m e n t i s J u n e ? / 5 / , 1 9 8 2 .

 U N I T NO, 1 1

 /4:kfL / i




 STATE O F VERMONT
 CHITTENDEN COUNTY, S S .

 At B u r l i n g t o n i n s a i d County a n d S t a t e o n t h i s , ( d
 of , 1982, p e r s o n a l l y appeared ‘e,,--41-(4
 and A L A - a c k n o w l e d g e d t h i s i n s t r u m e n t b y 11-1.5 s i g n e d a n d SE
 t o b e /,‘,,( t f r e e a c t a n d d e e d .

 B e f o r e me
Signature pages continue for 4 / 1 / 1 / 4 1 '
 Nota y ublic
pages 143 to 164, representing at least
75% of the 76 Ledgewood I/LHOA UYIT NO. 1
units ., ' -
 .....4440.1
 reA? s t i c k R . S p o r c k


 STATE O F VERMONT
 CHITTENDEN COUNTY, S S .

 ,At B u r l i n g t o n i n s a i d County and S t a t e o n t h i s d i
 of - ) L ( h ) d , 1982, p e r s o n a l l y appeared Frederick R. Sporck,
 he a c k n o w l e d g e d t h i s i n s t r u m e n t b y h i m s i g n e d a n d s e a l e d t c
 his f r e e a c t and deed.

 B e f o r e me
 Notary P u b l i c

 UNIT 0 . 13

 - G Z I C b l e C d e - g




 STATE O F VERMONT
 r1T9ITRMI-Nvm n n r i x i r m r
 Page 52 of 247
ATTACHMENT 6
 Quit Claim Deed for
 LW pool & community
 building,
 from LW Assoc to
 LHOA, signed 1/15/81,
 recorded 1/20/81
 V272/P685




 Page 53 of 247
Page 54 of 247
Page 55 of 247
Page 56 of 247
March 13, 2019


TO: Ledgewood I Condo Association Board:
 Werner Ostmann (President), Emily Ryan, Joe Johnson

FROM: Ledgewood Home Owners (“Master”) Association Board:
 Betsy Liley (President), Heather Ballou, Ann Rugg, Judy Schultz, Craig Weatherly

RE: DISCLAIMING OWNERSHIP OF AUSTIN DRIVE ENTRYWAY

We are writing to notify you that the Ledgewood Home Owners Association Board has voted that effective
immediately, the Ledgewood Home Owners Association disclaims any right, title or interest in or to the so-called
“Austin Drive entryway”, having determined that the deed by which that parcel was conveyed to the LHOA is
invalid, and that the Ledgewood I Condo Association is the owner of the property.

The “Austin Drive entryway” is a portion of the property purportedly conveyed by the developer, Ledgewood
Associates, to the Ledgewood Home Owners Association by warranty deed on January 27, 1993 [City Land
Records V473/P126]. It consists of a roughly 120’ by 285’ rectangular parcel that encompasses the two paved
entry/exit lanes connected to Austin Drive, the median between those lanes, a roughly 30’ wide strip of land
along the outer side of each lane, and the paved intersection with the southern extension of Oakbeach Drive.

The Ledgewood Home Owners Association will no longer arrange or pay for any property maintenance, services
or fees related to the above-described parcel of land, including the paved roadway, grounds, leased street
lights, underground utilities, and City stormwater management fees.

Last year, while pursuing the possible conveyance of the Austin Drive entryway to the City of Burlington, we
determined that the 1993 warranty deed referenced above did not effect a conveyance of the Austin Drive
entryway because:

● It was part of the parcel of land that Ledgewood Associates conveyed into LWI Condo Association
ownership on January 15, 1981 [City Land Records V271/P481]. Therefore, Ledgewood Associates did not own
the entryway when it purported to convey it to the LHOA in 1993. LWI is and always has been the owner, since
January 1981.

● §5.06 of the LHOA Declaration requires approval by 2/3 of owners in order to annex additional Common
Area to the Property, which was never done when it was purportedly deeded to the LHOA.

● The LWI Declaration and/or pertinent state statutes presumably would have required some type of LWI
owner approval, along with a vote of the LWI Board and a deed from LWI to the LHOA, in order to convey a LWI
Common Element to the LHOA. This was not done.

The attached property site map shows the approximate location and boundaries of the Austin Drive entrance
and exit. The exact property lines may be determined from the parcel description in the 1993 warranty deed
[City Land Records V473/P126] combined with the parcel description in Exhibit D of the Declaration of
Ledgewood I Condominium [V271/P505].

This action will be recorded in the City of Burlington Land Records. [Recorded in Book 1437/Pg. 193]




cc: All members of the Ledgewood Home Owners Association (owners of units in the Ledgewood I,
 Ledgewood South, Ledgewood East, and Southwind Condo Associations)




 Page 57 of 247
Note: although often referred to as the "Master Association" in the past,
the LHOA is NOT a master association. The LHOA and the four condo
assocations are all separate, independent corporate entities. The term "property"
in the LHOA Declaration refers to the condo properties that are subject to the
jurisdiction of the LHOA, that is, whose owners are members of the LHOA; it does not refer
to property owned by the LHOA. LHOA "Common Area", that is property actually owned
(or presumed to be owned) by the LHOA, is highlighted in purple. Page 58 of 247
 EX-B
 101 Corporate Place, Rocky Hill, CT 06067


Transaction Identification Data, for which the Company assumes no liability as set forth in Commitment Condition 5.e.:
Issuing Agent: MSK Attorneys
Issuing Office: 004949
Loan ID Number:
Agent File Number:
Property Address: Austin Drive, Burlington, Vermont 05401

 COMMITMENT FOR TITLE INSURANCE

 SCHEDULE A

1. Commitment Date: 5/5/2025

2. Policy to be issued:

 (a) 2021 ALTA Owner's Policy (Standard)
 Proposed Insured: City of Burlington


 Proposed Policy Amount: $50,000.00

3. The estate or interest in the Land at the Commitment Date is Fee Simple.

4. The Title is, at the Commitment Date, vested in:
 Ledgewood I Condominium Association and Ledgewood I Condominium Homeowners' Association, Inc.
5. The land is described as follows: Property Description attached.
 Austin Drive, Burlington, Vermont 05401




 Countersigned and validated




 By: Authorized Signatory

 Jonathan S. R. Anderson,
 Vice President & Chief Underwriting Counsel




This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment
to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature
by the Company or its issuing agent that may be in electronic form.

CATIC PC-VT (8-2021) Sch A
ALTA Commitment for Title Insurance (7-1-2021)



 Page 59 of 247
 101 Corporate Place, Rocky Hill, CT 06067

 SCHEDULE B - PART I
 Requirements




All of the following Requirements must be met:

1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment
 who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional
 Requirements or Exceptions.

2. Pay the agreed amount for the estate or interest to be insured.

3. Pay the premiums, fees, and charges for the Policy to the Company.

4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be
 properly authorized, executed, delivered, and recorded in the Public Records.

5. An ALTA Homeowner’s Policy or ALTA Owner’s Policy must include the Vermont Definitions Endorsement.

6. If the property is unimproved, unoccupied, or otherwise vacant, confirm that seller or borrower is legitimate using
 reliable identity verification methods. Refer to our underwriting guidelines or contact one of our Underwriters for
 assistance.




See attached Schedule B - Part I Continuation Sheet for additional Requirements




This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment
to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature
by the Company or its issuing agent that may be in electronic form

CATIC PC-VT (8-2021) Sch B Part I Requirements
ALTA Commitment for Title Insurance (7-1-2021)


 Page 60 of 247
 101 Corporate Place, Rocky Hill, CT 06067


Schedule B, Part I Requirements are continued as follows:

All references are to recorded documents in the City of Burlington Land Records.

6. Execute and record Warranty Deed from Ledgewood I Condominium Association and Ledgewood I
Condominium Homeowners' Association, Inc. to the City of Burlington.




This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment
to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature
by the Company or its issuing agent that may be in electronic form.

CATIC PC-VT (8-2021) Sch B Part I Requirements
ALTA Commitment for Title Insurance (7-1-2021)



 Page 61 of 247
 101 Corporate Place, Rocky Hill, CT 06067

 SCHEDULE B, PART II
 Exceptions

Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This
Commitment and the Policy treat any Discriminatory Covenant in a document referenced in Schedule B as if
each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the
remaining provisions of the document will be excepted from coverage.

The Policy will not insure against loss or damage resulting from the terms and conditions of any lease or easement
identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company:

1. Rights or claims of persons in possession, other than the insured, which are not shown by the Public Records.

2. (i) Boundary line disputes, overlaps, encroachments, title to filled lands (if any) and all other facts which an accurate
 survey and inspection of the land would disclose and which are not shown by the Public Records; (ii) Any easements
 or claims of easements not shown by the Public Records.

3. Real estate taxes, municipal assessments and private association assessments, if any, including liens and
 assessments, not yet due and payable.

4. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or
 is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part
 I—Requirements are met.




See attached Schedule B - Part II Continuation Sheet for additional Exceptions from Coverage




This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment
to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature
by the Company or its issuing agent that may be in electronic form.
CATIC PC-VT (8-2021) Sch B Part II Exceptions
ALTA Commitment for Title Insurance (7-1-2021)



 Page 62 of 247
 101 Corporate Place, Rocky Hill, CT 06067


 Schedule B, Part II
 Exceptions

 Continuation Sheet

All references are to recorded documents in the City of Burlington Land Records.

5. Easement and Right-of-Way Agreement granted by Ledgewood Associates to the City of Burlington dated
March 1, 1982 and recorded March 3, 1982 in Volume 280 at Page 632.

6. Matters depicted and notes recited on a survey entitled “Burlington Electric Department, Burlington,
Vermont, Ledgewood Condominiums, South Cluster, Drawing No. D-253 dated October 6, 1981".

7. Easement to Vermont Gas Systems, Inc. dated June 6, 2017 and recorded September 19, 2019 in Volume
1360 at Page 321.

8. Matters depicted and notes recited on a plan entitled “Boundary Survey Land of Ledgewood I
Condominium To Be Conveyed To The City of Burlington” prepared by Krebs and Lansing Consulting
Engineers, Inc. as Project 23159, dated June 1, 2023 and recorded in Map Slide 595B.

9. Matters depicted and notes recited on the following:

  a. Site & Utility Plan entitled “Ledgewood Condominiums, Burlington, Vermont” prepared by Fitzpatrick –
Llewellyn Associates dated August 1981 and recorded in Map Book 123 at Page 18.

  b. Site & Utility Plan – South Cluster entitled “Ledgewood Condominiums, Burlington, Vermont” prepared
by Fitzpatrick – Llewellyn Associates dated August 1981 and recorded in Map Book 124 at Page 21.

 c. Site & Utility Plan – East Cluster entitled “Ledgewood Condominiums, Burlington, Vermont” prepared by
Fitzpatrick – Llewellyn Associates dated June 1983 and recorded in Map Book 141 at Page 27.




This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment
to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature
by the Company or its issuing agent that may be in electronic form.

CATIC PC-VT (8-2021) Sch B Part II Continuation
ALTA Commitment for Title Insurance (7-1-2021)


 Page 63 of 247
 101 Corporate Place, Rocky Hill, CT 06067


 ALTA COMMITMENT FOR TITLE INSURANCE
 issued by
 CATIC

 NOTICE

IMPORTANT—READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE
INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE
CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT.

THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION,
OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY
THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION,
ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY,
AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED.

THE COMPANY’S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED
IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT.
THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY
OTHER PERSON.

 COMMITMENT TO ISSUE POLICY

Subject to the Notice; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions,
CATIC (the “Company”), commits to issue the Policy according to the terms and provisions of this Commitment. This
Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when
the Company has entered in Schedule A both the specified dollar amount as the Proposed Amount of Insurance and the name
of the Proposed Insured.

If all of the Schedule B, Part I—Requirements have not been met within six months after the Commitment Date, this
Commitment terminates and the Company’s liability and obligation end.

 COMMITMENT CONDITIONS

1. DEFINITIONS
 a. “Discriminatory Covenant”: Any covenant, condition, restriction, or limitation that is unenforceable under applicable
 law because it illegally discriminates against a class of individuals based on personal characteristics such as race,
 color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally
 protected class.
 b. “Knowledge” or “Known”: Actual knowledge or actual notice, but not constructive notice imparted by the Public
 Records.
 c. “Land”: The land described in Item 5 of Schedule A and improvements located on that land that by State law
 constitute real property. The term “Land” does not include any property beyond that described in Schedule A, nor
 any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of
 water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is to be
 insured by the Policy.
 d. “Mortgage”: A mortgage, deed of trust, trust deed, security deed, or other real property security instrument,
 including one evidenced by electronic means authorized by law.
 e. “Policy”: Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be
 issued by the Company pursuant to this Commitment.
 f. “Proposed Amount of Insurance”: Each dollar amount specified in Schedule A as the Proposed Amount of
 Insurance of each Policy to be issued pursuant to this Commitment.
 g. “Proposed Insured”: Each person identified in Schedule A as the Proposed Insured of each Policy to be issued
This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment
to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature
by the Company or its issuing agent that may be in electronic form.
CATIC Form PC-VT (8-2021)
ALTA Commitment for Title Insurance (7-1-2021)


 Page 64 of 247
 101 Corporate Place, Rocky Hill, CT 06067


 pursuant to this Commitment.
 h. “Public Records”: The recording or filing system established under State statutes in effect at the Commitment Date
 under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a
 purchaser for value without Knowledge. The term “Public Records” does not include any other recording or filing
 system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing,
 building, health, public safety, or national security matters.
 i. “State”: The state or commonwealth of the United States within whose exterior boundaries the Land is located. The
 term “State” also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and
 Guam.
 j. “Title”: The estate or interest in the Land identified in Item 3 of Schedule A.

2. If all of the Schedule B, Part I—Requirements have not been met within the time period specified in the Commitment to
 Issue Policy, this Commitment terminates and the Company’s liability and obligation end.

3. The Company’s liability and obligation is limited by and this Commitment is not valid without:
 a. the Notice;
 b. the Commitment to Issue Policy;
 c. the Commitment Conditions;
 d. Schedule A;
 e. Schedule B, Part I—Requirements;
 f. Schedule B, Part II—Exceptions; and
 g. a counter-signature by the Company or its issuing agent that may be in electronic form.

4. COMPANY’S RIGHT TO AMEND
 The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien,
 encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of
 the Company is limited by Commitment Condition 5. The Company is not liable for any other amendment to this
 Commitment.

5. LIMITATIONS OF LIABILITY
 a. The Company’s liability under Commitment Condition 4 is limited to the Proposed Insured’s actual expense
 incurred in the interval between the Company’s delivery to the Proposed Insured of the Commitment and the
 delivery of the amended Commitment, resulting from the Proposed Insured’s good faith reliance to:
 i. comply with the Schedule B, Part I—Requirements;
 ii. eliminate, with the Company’s written consent, any Schedule B, Part II—Exceptions; or
 iii. acquire the Title or create the Mortgage covered by this Commitment.
 b. The Company is not liable under Commitment Condition 5.a. if the Proposed Insured requested the amendment or
 had Knowledge of the matter and did not notify the Company about it in writing.
 c. The Company is only liable under Commitment Condition 4 if the Proposed Insured would not have incurred the
 expense had the Commitment included the added matter when the Commitment was first delivered to the
 Proposed Insured.
 d. The Company’s liability does not exceed the lesser of the Proposed Insured’s actual expense incurred in good faith
 and described in Commitment Condition 5.a. or the Proposed Amount of Insurance.
 e. The Company is not liable for the content of the Transaction Identification Data, if any.
 f. The Company is not obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part
 I—Requirements have been met to the satisfaction of the Company.
 g. The Company’s liability is further limited by the terms and provisions of the Policy to be issued to the Proposed
 Insured.

6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT; CHOICE OF LAW AND CHOICE OF
 FORUM
 a. Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment.
 b. Any claim must be based in contract under the State law of the State where the Land is located and is restricted to
 the terms and provisions of this Commitment. Any litigation or other proceeding brought by the Proposed Insured

This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment
to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature
by the Company or its issuing agent that may be in electronic form.
CATIC Form PC-VT (8-2021)
ALTA Commitment for Title Insurance (7-1-2021)


 Page 65 of 247
 101 Corporate Place, Rocky Hill, CT 06067


 against the Company must be filed only in a State or federal court having jurisdiction.
 c. This Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the
 subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and
 proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment.
 d. The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation
 to provide coverage beyond the terms and provisions of this Commitment or the Policy.
 e. Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized
 by the Company.
 f. When the Policy is issued, all liability and obligation under this Commitment will end and the Company’s only
 liability will be under the Policy.

7. IF THIS COMMITMENT IS ISSUED BY AN ISSUING AGENT
 The issuing agent is the Company’s agent only for the limited purpose of issuing title insurance commitments and
 policies. The issuing agent is not the Company’s agent for closing, settlement, escrow, or any other purpose.

8. PRO-FORMA POLICY
 The Company may provide, at the request of a Proposed Insured, a pro-forma policy illustrating the coverage that the
 Company may provide. A pro-forma policy neither reflects the status of Title at the time that the pro-forma policy is
 delivered to a Proposed Insured, nor is it a commitment to insure.

9. CLAIMS PROCEDURES
 This Commitment incorporates by reference all Conditions for making a claim in the Policy to be issued to the Proposed
 Insured. Commitment Condition 9 does not modify the limitations of liability in Commitment Conditions 5 and 6.

10. CLASS ACTION
 ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS COMMITMENT, INCLUDING ANY SERVICE
 OR OTHER MATTER IN CONNECTION WITH ISSUING THIS COMMITMENT, ANY BREACH OF A COMMITMENT
 PROVISION, OR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION
 GIVING RISE TO THIS COMMITMENT, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE
 AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS OR REPRESENTATIVE PROCEEDING. ANY
 POLICY ISSUED PURSUANT TO THIS COMMITMENT WILL CONTAIN A CLASS ACTION CONDITION.



 CATIC
 By




 JAMES M. CZAPIGA, PRESIDENT




This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment
to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature
by the Company or its issuing agent that may be in electronic form.
CATIC Form PC-VT (8-2021)
ALTA Commitment for Title Insurance (7-1-2021)


 Page 66 of 247
 101 Corporate Place, Rocky Hill, CT 06067




 Property Description



Re: Austin Drive, Burlington, VT 05401

Being the lands and premises identified as “Land To Be Conveyed to the City of Burlington Area = 0.73 Acres” on the plan
entitled “Boundary Survey Land of Ledgewood I Condominium To Be Conveyed To The City of Burlington” prepared by
Krebs and Lansing Consulting Engineers, Inc. as Project 23159, dated June 1, 2023 and recorded in Map Slide 595B of the
City of Burlington Land Records.

Being a portion of the lands and premises declared as a Common Element of the Ledgewood I Condominium (the
“Condominium”), a common interest community established by Declaration dated January 15, 1981 and recorded
January 15, 1981 in Volume 271 at Page 481 of the City of Burlington Land Records, as amended including, without
limitation, by Amendment dated June 21, 1982 and recorded in Volume 283 at Page 141 of the City of Burlington Land
Records (the “Declaration”).

Being a portion of the lands and premises conveyed by Warranty Deed from Thomas Cholnoky, Imre Cholnoky, William C.
Brooks, Ralph F. Brook, d/b/a Champlain Associates to Ledgewood Associates dated January 12, 1981 and recorded
January 15, 1981 in Volume 272 at Page 669 of the City of Burlington Land Records, and is described more particularly in
the Declaration.

Reference is made to a letter from Ledgewood Home Owners (“Master”) Association Board to Ledgewood I
Condominium Association Board dated March 13, 2019 and recorded in Volume 1437 at Page 193 of the City of
Burlington Land Records by which Ledgewood Home Owners (“Master”) Association disclaimed “any right, title or
interest in or to” the Property, which is described therein with reference to a Warranty Deed from Ledgewood Associates
to Ledgewood Home Owners Association dated January 27, 1993 and recorded January 29, 1993 in Volume 473 at Page
126 of the City of Burlington Land Records.

Reference is hereby made to said deeds and their records, to all references therein and to the Stowe Land Records in aid
of this description.”




CATIC VT (8-2021) Property Description
ALTA Title Insurance (7-1-2021)



 Page 67 of 247
EX-C


 WARRANTY DEED

  KNOW ALL PERSONS BY THESE PRESENTS, that Ledgewood I Condominium Association, an
  unincorporated Vermont association with its principal place of business in the City of Burlington, County
  of Chittenden and State of Vermont, and Ledgewood I Condominium Homeowners’ Association, Inc.,
  a Vermont nonprofit corporation ("Grantor"), in consideration of the sum of Ten and More Dollars paid to
  its full satisfaction by the City of Burlington, a Vermont municipal corporation situated in Chittenden
  County, Vermont ("Grantee"), by these presents, does freely GIVE, GRANT, SELL, CONVEY and
  CONFIRM unto the said Grantee and to its successors and assigns forever, the following lands and
  premises with all appurtenances thereto located in the City of Burlington, County of Chittenden, and State
  of Vermont (the “Property”) described as follows, viz:

 Being the lands and premises identified as “Land To Be Conveyed to the City of Burlington Area
 = 0.73 Acres” on the plan entitled “Boundary Survey Land of Ledgewood I Condominium To Be
 Conveyed To The City of Burlington” prepared by Krebs and Lansing Consulting Engineers, Inc.
 as Project 23159, dated June 1, 2023 and recorded in Map Slide __ of the City of Burlington Land
 Records.

 Being a portion of the lands and premises declared as a common element by Declaration of
 Ledgewood I Condominium made by Ledgewood Associates, a Vermont general partnership,
 dated January 15, 1981 and recorded in Volume 271 at Page 481 of the City of Burlington Land
 Records, as amended (the “Declaration”) including, without limitation, by Amendment dated
 June 21, 1982 and recorded in Volume 283 at Page 141 of the City of Burlington Land Records,
 which authorized and required the dedication of the property conveyed hereby to the City of
 Burlington for use as a public roadway. The Declaration identifies the association of unit owners
 that manages the common elements of the condominium as Ledgewood I Condominium
 Association, an unincorporated association, however, the unit owners have also formed a
 Vermont nonprofit corporation called Ledgewood I Condominium Homeowners’ Association,
 Inc. to manage those same common elements; accordingly, this deed is executed by both entities.

 The Property shall be used for the purpose of: (a) operating, maintaining, repairing, replacing and
 reconstructing an existing public roadway; and (b) operating, maintaining, repairing, replacing
 and reconstructing stormwater collection, detention and disposal infrastructure, including swales,
 pipes and catch basins, and associated appurtenances and equipment and other related facilities
 and improvements. By acceptance of this Deed, Grantee acknowledges and agrees that it has
 received all necessary certifications and test results, and it has performed all investigations, it
 deems necessary to accept the above-mentioned improvements in their "as-is, where-is"
 condition. By its conveyance of the Property, Grantor intends for the Property to longer be
 subject to the Declaration, to the Grantor’s bylaws or rules and regulations, or to any other term
 or condition associated with the Property’s prior status as a common element of a common
 interest community, except with respect to Grantor’s management of any private utilities that may
 be located upon or within the Property.

 The Property is conveyed subject to and with the benefit of: (1) applicable provisions of state
 laws and regulations, municipal ordinances, public laws and special acts; (2) all rights of the
 public and others legally entitled thereto in any portion of the Property lying within the
 boundaries of a public road, way, street, trail, or alley, not meaning to reinstate any claims barred
 by operation of the Vermont Marketable Record Title Act, 27 V.S.A. § 601 et seq.; (3) the
 requirements of applicable federal, state and municipal laws, ordinances, regulations, permits and
 approvals pertaining to the Property, as each may be modified or amended from time to time; (4)
 all existing utilities located upon or within the Property, including any associated easements; and


  WARRANTY DEED - AUSTIN ROAD ENTRY TO CITY OF BURLINGTON (00512915-3XA9531)



 Page 68 of 247
 (5) the reservation by Grantor of an easement to install, inspect, maintain, repair and replace all
 private utilities owned or maintained by Grantor and located within the Property.

 Reference is made to a letter from Ledgewood Home Owners (“Master”) Association Board to
 Ledgewood I Condominium Association Board dated March 13, 2019 and recorded in Volume
 1437 at Page 193 of the City of Burlington Land Records by which Ledgewood Home Owners
 (“Master”) Association disclaimed “any right, title or interest in or to” the Property, which is
 described therein with reference to a Warranty Deed from Ledgewood Associates to Ledgewood
 Home Owners Association dated January 27, 1993 and recorded January 29, 1993 in Volume 473
 at Page 126 of the City of Burlington Land Records. Ledgewood Home Owners Association joins
 in the execution of this deed to remise, release and forever quit claim any and all right, title, and
 interest that it may have in and to the Property and to covenant with the Grantee that from and
 after the execution of this deed it will have and claim no right in or to the Property.

 Reference is hereby made to the above-referenced instruments, plans and deeds and the records
 thereof, and the references therein made all in further aid of this description.

TO HAVE AND TO HOLD the Property, with all the privileges and appurtenances thereto, to Grantee,
the City of Burlington, and to its successors and assigns, to their own use and behoof forever; and
Grantor, Ledgewood I Condominium Association and Ledgewood I Condominium Homeowners’
Association, Inc., each for itself and its successors and assigns, does covenant with the said Grantee and
its successors, and assigns, that until the ensealing of these presents, Grantor is the sole owner of the
Property, and has good right and title to convey the same in the manner aforesaid, that the Property is
FREE FROM EVERY ENCUMBRANCE, except as aforementioned; and Grantor hereby engages to
WARRANT and DEFEND the same against all lawful claims whatever, except as aforesaid.

 Signature Page to Follow




WARRANTY DEED - AUSTIN ROAD ENTRY TO CITY OF BURLINGTON (00512915-3XA9531)



 Page 69 of 247
IN WITNESS WHEREOF, the undersigned does hereby execute this Warranty Deed on
_______________, 2023.

 Ledgewood I Condominium Association
 Ledgewood I Condominium Homeowners’
 Association, Inc.


 By: _____________________________________
 Andrew Prendimano
 Treasurer and Authorized Agent

STATE OF VERMONT
COUNTY OF CHITTENDEN, SS.

This deed was acknowledged before me on ____________ __, 2023 by Andrew Prendimano as Treasurer
and Authorized Agent of Ledgewood I Condominium Association and of Ledgewood I Condominium
Homeowners’ Association, Inc.

Before me, _______________________________
Notary Public State of Vermont
My commission expires: 1.31.25
My credential number: _______________


 Ledgewood Home Owners Association


 By: _____________________________________
 Betsy Liley
 President and Authorized Agent

STATE OF VERMONT
COUNTY OF CHITTENDEN, SS.

This deed was acknowledged before me on ____________ __, 2023 by Betsy Liley as President and
Authorized Agent of Ledgewood Home Owners Association.

Before me, _______________________________
Notary Public State of Vermont
My commission expires: 1.31.25
My credential number: _______________




WARRANTY DEED - AUSTIN ROAD ENTRY TO CITY OF BURLINGTON (00512915-3XA9531)



 Page 70 of 247
EX-D




 Ledgewood I
 5/8" capped rebar
 found 30" above
 Condominium
 SITE
 grade "LS 415"
 Homeowners'
 S5
 8°
 19
 5/8" capped rebar
 Association
 found flush "LS 415"
 80 '33"
 .00  E
 Inc.
 1°
 4
 16 3'23
 6.7 "E 80 Austin Drive, Burlington, Vermont
 °46'1 N3 8
 9"E
 123
 .62
 N17 5/8" capped rebar found
 S5 16" above grade "LS 415"
 8° N58°19'33"W 1.50' from a
 1
 19 9'33 calculated corner
 9.9 "E
 Ledgewood I Condominium 3 S58°19'33"E
 1.50
 164 Main Street, Suite 201 P: (802) 878-0375
 Colchester, Vermont 05446 www.krebsandlansing.com


 LAND TO BE
 50 CONVEYED TO THE L=19.88, R=193.70
N5 .0
  8°
 19 0 CITY OF
 '33 BURLINGTON
 "W S34°31'01"W
 AREA = 0.73 ACRES 19.87'

 4"x4" concrete
 monument found
 flush


 6"x6" concrete
 N5 200.
 8° 0 monument found
 19 0 S31°34'35"W
 '33 4" below grade
 "W L=50.61, R=1402.39 49.55

 S32°36'37"W
 50.61'




 L=48.27, R=1239.45
 BOUNDARY
 S34°41'43"W
 48.27'
 SURVEY
 6"x6" concrete
 monument found LAND OF LEDGEWOOD I
 12" above grade
 CONDOMINIUM TO BE
 CONVEYED TO THE CITY
 OF BURLINGTON


 S3 140
 5° .
 35 36
 6"x6" concrete
 monument found '15
 16" above grade "W




 Boundary Survey




 B-1




 Page 71 of 247
EX-E




 NEW SIDEWALK




 AUSTIN DR



 NEW BIKE PATH




 Page 72 of 247
EX-F




 Page 73 of 247
Page 74 of 247
Page 75 of 247
Page 76 of 247
Page 77 of 247
Page 78 of 247
 EX-G
 Resolution Relating to RESOLUTION________
 Sponsor(s):
 Introduced: ____________________
 AUTHORIZATION TO ACCEPT THE DEDICATION IN
 Referred to: ____________________
 FEE OF A PORTION OF LEDGEWOOD CIRCLE ______________________________
 Action: ________________________
 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, the Ledgewood I Condominium Association and Ledgewood I Condominium
2 Homeowner’s Association, Inc., a Vermont nonprofit corporation (collectively, “Ledgewood”), own in fee
3 that certain portion of Ledgewood Circle more particularly described in Exhibit A hereto (the “Property”);
 4 WHEREAS, Ledgewood desires to dedicate the Property to the City in fee, by warranty deed, for
 5 right-of-way purposes (the “Dedication”); and
 6 WHEREAS, on May 27th, 2025 the Transportation, Utilities, and Energy Committee, considered the
 7 Dedication and recommended that the City Council accept it; and
8 WHEREAS, for reasons explained in the staff report attached hereto as Exhibit B, the City Council
9 desires to accept the Dedication;
10 NOW, THEREFORE, BE IT RESOLVED THAT the City Council authorizes the Director of the
11 Department of Public Works or designee to accept the Dedication on behalf of the City and to execute such
12 instruments, subject to approval as to form by the City Attorney, and to take all such other actions, as may be
13 necessary or convenient to effectuate the objects of this Resolution.
14
15 lb/ER/Resolutions 2025/Ledgewood_Circle_Acceptance




 Page 79 of 247
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: DPW Tech Services Submitter: Caleb Manna

 Title/Subject: Ledgewood Circle Street Acceptance

 Approval Requested: Meeting Date:
 ☒ Board of Finance 6/16/2025
 ☐ City Council 6/23/2025
 ☐ 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 5/14/2025 C. Spencer

 Mayor’s Office Yes 6/9/2025 E. Jacobson
 Board/Commission Yes 5/27/2025 TUEC
 City Attorney’s Office for memo and Yes 5/14/2025 E. Ramakrishnan
 contracts or legal documents
 City Attorney’s Office for memo and Yes 5/14/2025 E. Ramakrishnan
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 6/9/2025 K. 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 80 of 247
TO: City of Burlington, Board of Finance
 City of Burlington, City Council

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

DATE: June 16, 2025

SUBJECT: Request to execute a Non-Aeronautical Facility Lease Agreement with Beta
 Technologies for an industrial building located at 25 Customs Drive



REQUEST
The Patrick Leahy Burlington International Airport ("the Airport" or "BTV") respectfully requests
approval and authorization to enter into a lease agreement with Beta Technologies for the use of a non-
aeronautical, industrial facility located at 25 Customs Drive, South Burlington, Vermont.


EXECUTIVE SUMMARY
Background
The property located at 25 Customs Drive is owned by the Airport and was previously leased to a
long-term tenant whose business has grown significantly and recently relocated to accommodate their
expansion needs. With the vacancy of the building, the Airport initiated a formal process to identify a
new tenant by engaging Donahue & Associates, a commercial real estate firm, to actively market the
property and solicit interest from potential occupants.
Following the advertisement, Beta Technologies was the sole respondent expressing interest in the
site. Recognizing the strategic importance of securing a reputable, mission-aligned tenant quickly, the
Airport entered into lease negotiations with Beta Technologies with the goal of minimizing vacancy
time and continuing productive use of the facility.
The property consists of approximately 0.8 acres of land and includes a 15,680 square foot industrial
building. The structure is well-suited for light industrial use, and the location is proximate to both the
airfield and Beta Technologies' current operations, providing a strong fit for their continued growth
and investment in the region.




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 Page 2 of 2


Lease Terms
The proposed lease includes the following key terms:
 • Initial Term: 5 years
 • Renewal Option: One 5-year extension
 • Rental Rate: $16,666 per month, or $200,000 annually
The proposed rental rate is consistent with the rate paid by the previous tenant, aligning with current
market conditions for industrial space in this location. The lease agreement is structured to ensure
continued revenue to the Airport’s non-aeronautical income stream while supporting local innovation
and economic development.
Conclusion
This lease represents a strategic opportunity for BTV to partner further with Beta Technologies—a
rapidly growing and nationally recognized aviation and technology company with deep ties to the
region. The reuse of this facility supports local job growth, maintains full utilization of Airport assets,
and aligns with BTV’s mission to be a hub for innovation and sustainable development.
We respectfully request the approval and authorization to proceed with finalizing and executing the
lease agreement with Beta Technologies.


MOTIONS:

Board of Finance:

 1. “To approve and recommend that the City Council authorize the Mayor of the City of Burlington
 to execute the Non-aeronautical Facility lease agreement, subject to final review and approval
 by the City Attorney’s Office, and to take such further actions and execute such further
 instruments approved as to form by the City Attorney’s Office as may be necessary or convenient
 to effectuate the transactions contemplated hereby.”



City Council:

 1. To authorize the Mayor of the City of Burlington to execute the Non-aeronautical Facility lease
 agreement, 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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 [This copy for illustrative purposes only. Title page, TOC, and Opening Paragraph
 Omitted for Formatting Reasons]

 RECITALS


 WHEREAS, the City is the owner and operator of the Patrick Leahy Burlington
International Airport in South Burlington, Vermont (the “Airport”);

 WHEREAS, the City has the right, title and interest in and to the real property on the Airport,
together with the facilities, easements, rights, licenses, and privileges hereinafter granted, and has
full power and authority to enter into this Agreement in respect thereof;

 WHEREAS, the City owns that certain real property and facilities located within the Airport
legally described and/or depicted on Exhibit A attached hereto and made part hereof, which has an
address of 25 Customs Drive, South Burlington, Vermont 05403 and consists of a parcel of land
measuring approximately 36,060 square feet, more or less, (the “Property”) upon which is located a
facility measuring 15,680 square feet, more or less, together with its existing appurtenances, fixtures,
and equipment (“Existing Facilities”) (collectively the Property and the Existing Facilities, are
referred to herein as the “Leased Premises”);

 WHEREAS, the City desires to lease the Leased Premises to Lessee for nonaeronautical
administrative and light manufacturing purposes related to Lessee’s aeronautical business at the
Airport; and


 WHEREAS, the Parties hereto wish to memorialize their agreement herein and they agree as
follows:


 AGREEMENT


 NOW, THEREFORE, in consideration of the foregoing Recitals, which by this reference are
hereby incorporated into this Agreement, and the mutual covenants contained in this Agreement, the
Parties hereto hereby agree as follows:


 ARTICLE 1
 DEFINTIONS

 Section 1.1 Definitions.

 1.L. “Agreement” shall have the meaning set forth in the Preamble.

 2.M. “Airport” shall mean the Patrick Leahy Burlington International Airport located in
South Burlington, Vermont.


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 3.N. “Airport Rules and Regulations” shall mean all Airport rules, regulations, and policies
adopted by the City, including but not limited to the Airport rules and regulations in Appendix E of
the City Charter, as may be amended from time to time.

 4.O. “Applicable Laws and Regulations” shall mean any and all existing and future federal,
state, and local laws, rules, and regulations (as amended or otherwise modified from time to time)
that are applicable to this Agreement, Lessee’s construction of the Improvements, and Lessee’s use,
occupancy, or operations at the Leased Premises, which include, but are not limited to, all laws,
statutes, ordinances, regulations, rules, orders, writs, judgments, decrees, injunctions, directives,
rulings, guidelines, standards, codes, policies, common law, and other pronouncements of any kind
having the effect of law that may be applicable at any time during the Term, including, but not limited
to, the Airport Rules and Regulations, the Grant Assurances, master plans and zoning codes,
Environmental Laws, any and all plans and programs developed in compliance with such
requirements.

 P. E. “Authorized Use” shall mean the nonaeronautical use and occupancy of the
Leased Premises by Lessee to: (i) construct and/or install the Improvements in order to renovate the
Existing Facilities in accordance with theapproved Plans and Specifications, including but not
limited to the completion of office and manufacturing spaces to support Lessee’s operations on the
Airport; (ii) conduct administrative and light manufacturing activities related to Lessee’s operations
at the Airport, and to conduct other nonaeronautical activities in support of such operations; and (iii)
to otherwise perform any of Lessee’s obligations, rights, or privileges set forth in this Agreement
upon the Leased Premises, subject to the terms and conditions herein.


 5.Q. “Base Rent” shall have the meaning set forth in Section 3.1(A) herein.

 6.R. “City” shall mean the City of Burlington, Vermont, a municipal corporation under the
laws of the State of Vermont, located in Chittenden County, Vermont.

 7.S. “Cure Period” shall have the meaning set forth in Section 10.1(A).

 8.T. “Default” shall mean Lessee’s or the City’s breach of this Agreement as set forth in
Sections 10.1(A) and 10.2(B), respectively.

 9.U. “Electronic Payment” shall have the meaning set forth in 0 herein.

 10.V. “Electronic Payment Notice” shall have the meaning set forth in 0 herein.


 L. “Environmental Laws” shall mean all and include all applicable federal, state, local
 statutes, ordinances, regulations and rules relating to protection of environmental quality, and
 human health, and safety, (as relates to exposure to Hazardous Materials), including contamination
 and clean-up of Hazardous Materials, as they currently exist or may exist in the future, including,
 without limitation, the Vermont Hazardous Waste Management Regulations; the Clean Air Act, 42
 U.S.C. §7401 et seq.; the Clean Water Act, 33 U.S.C. §1251 et seq., the Water Quality Act of 1987;
 the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §136 et seq.; the Marine
 Protection, Research, and Sanctuaries Act, 33 U.S.C. §1401 et seq.; the Noise Control Act, 42
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 U.S.C. §4901 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., as
 amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act,
 42 U.S.C. §300f et seq.; the Comprehensive Environmental Response, Compensation and
 Liability Act, 42 U.S.C. §9601 et seq., as amended by the Superfund Amendments and
 Reauthorization Act, and the Emergency Planning and Community Right to Know Act, and the
 Radon Gas and Indoor Air Quality Research Act; the Hazardous Material Transportation Act, 49
 U.S.C. §9601 et seq.; the Toxic Substance Control Act, 15 U.S.C. §2601 et seq.; the Atomic Energy
 Act, 42 U.S.C. §2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. §1010 et seq.42
 U.S.C. §1010 et seq.; all applicable environmental statutes of the State of Vermont, along with the
 regulations adopted and guidelines promulgated pursuant thereto, and all local laws, regulations,
 and ordinances insofar as they are equivalent or similar to the federal laws recited above or purport
 to regulate Hazardous Materials, and judicial precedent of each of the foregoing.

 M. M. “Existing Facilities” shall have the meaning set forth in the Recitals. N.

 N. “FAA” shall mean the United States Federal Aviation Administration.

 O. O. “FF&E” shall mean movable furniture, fixtures, and other equipment that are
not permanently affixed to the Leased Premises.


 P. P. “Force Majeure Event” shall mean an act or event, whether foreseen or
unforeseen, that prevents a Party in whole or in part from performing as provided in this Agreement,
that is beyond the reasonable control of and not the fault of such Party, and that such Party has been
unable to avoid or overcome by exercising due diligence, and may include, but is not limited to, acts
of nature, pandemic, war, riots, strikes, accidents, fire, and changes in law.


 Q. Q. “Governmental Authority” or “Governmental Authorities” shall mean any
federal, state, county, municipal, or other governmental entity (including but not limited to the City
in its governmental capacity), or any subdivision thereof, with authorityregulatory or administrative
authority, pursuant to Applicable Laws and Regulations, over Lessee, Lessee’s operations, the
Authorized Use, the Airport, or aeronautical or nonaeronautical operations at or with respect to the
Airport.


 R. R. “Grant Assurances” shall have the meaning set forth in Section 12.5.0.


 11.S. S. “Hazardous Materials” includesshall mean any flammable explosives,
radioactive materials, material, substance or waste that is defined, listed or regulated as hazardous
materials, hazardous waste, hazardous or , toxic substances, , a pollutant, a contaminant, or words of
similar import and meaning under any Environmental Law, including oil or petroleum products, and
asbestos, or related materials; including as the same are defined in the Environmental Laws..


 12.T. “Homeland Security” shall mean the United States Department of Homeland
Security.

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 U. U. “Improvements” shall mean any and all buildings, structures,
fixtures, appurtenances, site work, site utilities, or other improvements, including tenant
improvements, to be located, installed, or constructed on the Leased Premises by Lessee to renovate
the Existing Facilities in accordance with the Plans and Specifications, but shall not include the
Existing Facilities.


 13.V. V. “Leased Premises” shall have the meaning set forth in the Recitals and as
further described and/or depicted in Exhibit A.

 W. “Lessee” shall have the meaning set forth in the Preamble.X.

 14.X. “Lessee’s Associates” shall mean Lessee’s employees, officers, directors,
personnel, approved sublessees, contractors, subcontractors, suppliers, agents, invitees, and other
representatives.

 Y. “License Area” shall have the meaning set forth in Section 2.2.

 Z. “SIDA” shall mean the Secure Identification Display Area as designated by the City.

 AA. “Term” shall mean the duration of time in which this Agreement is effective,
inclusive of the original term and any extensions thereof as specified in Section 2.3.

 15.BB. BB. “Option Term” shall have the meaning set forth in Section 2.3


 16.CC. CC. “Plans and Specifications” shall have the meaning set forth in Section 6.2.


 DD. DD. “Property” shall have the meaning set forth in the Recitals.


 EE. EE. “Rent Adjustment Date” shall mean the date upon which Rent is adjusted
pursuant to Section 3.1(B).


 17.FF. FF. “Rent” shall mean all amounts due and payable under this Agreement in
accordance with 0, including but not limited to Base Rent, any adjustments thereto, charges, fess,
and any interest accruing on the same.


 GG. GG. “Rent Commencement Date” shall mean the date upon which Lessee
shall commence the payment of Base Rent, which shall be the earlier of the date that is (i) three (3)
months following Lessee’s receipt of a certificate of occupancy or (ii) nine (9) months from the
Effective DateSeptember 1, 2025. .


 HH. HH. “TSA” shall mean the United States Transportation Security Administration.

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 II. II. “Year” as used in this Agreement shall mean the twelve-month period
beginning on the Effective Date, with successive years commencing on the anniversary of the
Effective Date.

 ARTICLE II
 LEASE OF LEASED PREMISES; TERM


 Section 2.1 Lease of Leased Premises. The City hereby leases to Lessee, and Lessee
hereby rents from the City for its exclusive use, the Leased Premises for and during the Term, upon
and subject to the terms, provisions, and conditions set forth in this Agreement.

 Section 2.2 Parking. The City hereby grants to Lessee a non-exclusive license to use and
allow Lessee’s Associates to use, for purposes related to the Authorized Use, twenty-six (26) parking
spaces within the parking lot associated with and adjacent to the Leased Premises, which unassigned
parking spaces shall be available twenty-four (24) hours per day, seven (7) days per week, on a first-
come, first-serve basis (the “License Area”).
 Section 2.3 Term. The term of this Agreement shall be for a period of five (5) years
commencing on the Effective Date, and unless sooner terminated pursuant to the provisions of this
Agreement (the “Term”). The Term may be extended by one (1) optional renewal for an additional
five (5) years ( “Option Term”). Lessee shall submit a written request to exercise the Option Term
to the City not more than one (1) year and not less than ninety (90) days prior to the scheduled
expiration of the Term, and the City may grant or deny the Option Term in its reasonable discretion.
If the City does not provide Lessee with written notice of decision to grant or deny the Option Term
within thirty (30) days of Lessee’s request to exercise such Option Term, the City shall be deemed
to have granted the Option Term. Any reference to the “Term” herein shall be inclusive of the
Option Term, if exercised and granted.
 Section 2.4 Holding Over; Rights at Expiration.
 A. Holding Over. If Lessee retains all or any portion of the Leased Premises after the
termination of the Term by lapse of time or otherwise, such holding over shall constitute the
creation of a tenancy at will with respect to such retained portion, terminable by the City at any
time upon thirty (30) days prior written notice to Lessee. Under such tenancy at will, Lessee agrees
to pay to the City as liquidated damages, and not as a penalty, One Hundred Fifty Percent (150%)
of the amount otherwise payable hereunder (at the level applicable for the immediately preceding
Rent Adjustment Date) that would have been due during the period of time Lessee remains in
possession of the Leased Property. All provisions of this Agreement shall remain in full force and
effect during such holdover period. The City’s acceptance of Rent after such termination shall not
result in a renewal of this Agreement, nor affect the City’s right of re-entry or any rights of the City
hereunder or as otherwise provided by law. If Lessee fails to vacate the Leased Premises despite
the City’s termination and demand(s) to vacate, Lessee shall indemnify and hold the City harmless
from all loss or liability including, without limitation, any claim made by any succeeding lessee
resulting from such failure to surrender, together with interest, reasonable attorney’s fees, costs,
and expenses.



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 B. Ownership of Improvements Upon Termination. Upon the expiration or termination
of the Term, any Improvements and permanent fixtures on the Leased Premises shall immediately
become property of the City and no compensation will be paid by the City for any such Improvements
or fixtures. Lessee agrees that neither it nor any successor or assign of Lessee will pursue or file any
claim against the City claiming compensation for the cost of any Improvements under a theory of
condemnation inverse or otherwise or for any taking and further releases the City from any claim,
presently or in the future, of any damages related to this Section 2.4(B).


 18.C. Return of Premises. Upon the expiration or termination of the Term, Lessee shall at
its own expense: (i) deliver the Leased Premises to the City in as good a condition as of the Effective
Date (or if later improved, as so improved), the condition of the space prior to it being delivered is
documented in photos included in Exhibit B attached hereto, excepting only casualty, condemnation,
and normal wear and tear; (ii) remove all of Lessee’s personal property (including its FF&E and trade
fixtures, if any) and possessions from the Leased Premises. Lessee shall, at its sole cost and expense,
repair any damage to the Leased Premises caused by Lessee’s removal of such personal property.
Any of Lessee’s personal items remaining in or on the Leased Premises after the expiration or
termination of this Agreement shall be deemed abandoned by Lessee and become the sole property
of the City.


 Section 2.5 City right of Entry

 A. Inspection of Leased Premises. The City, through its duly authorized agents, shall
have at any time the full and unrestricted right to enter the Leased Premises for the purpose of
periodic inspection for fire protection and maintenance and to investigate compliance with the terms
of this Agreement; provided that, except in the case of emergency, such right shall be exercised upon
reasonable prior notice to Lessee and with an opportunity for Lessee to have an employee or agent
present, and will not unreasonably interfere with Lessee’s Authorized Use of the Leased Premises.
Lessee shall provide the Director of Aviation with serviceable keys to all of its facilities to permit the
exercise of the City’s rights hereunder.


 B. B. Facility Maintenance. The City, through its duly authorized agents, shall have
the right to enter the Leased Premises, upon reasonable prior notice to Lessee and with an opportunity
for Lessee to have an employee or agent present, to (i) perform essential maintenance, repair,
relocation, or removal of existing underground or overhead facilities owned by the City, including
but not limited to wires, pipes, drains, cables, and conduits located on or across the Leased Premises,
and (ii) to construct, maintain, repair, relocate, and remove such facilities in the future if necessary
to carry out the master plan of development of the Airport, provided that such work shall not
unreasonably disrupt or unduly interfere with the Authorized Use or permitted operations of Lessee.
Nothing herein shall be construed to impose upon the City any obligations to construct or maintain
or to make repairs, replacements, alterations, or additions, or shall create any liability for any failure
to do so, except as otherwise set forth in Article VIII, Section 6.2, Section 6.3, and this section.
Furthermore, nothing herein shall be construed to lessen Lessee’s responsibilities under Section 6.2.
The City shall not be liable for any damage to the Leased Premises, any other property in Lessee’s
possession, or any other persons, improvements, or personal property located in or thereupon, other


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than to repair or remedy such damage as may be occasioned by any activity undertaken by the City
under this sectionAgreement.

 2.6 Ownership of Leased Premises. The City and Lessee intend and hereby agree that the
Leased Premises shall be and remain the property of the City during the entire term of this Agreement
and thereafter.


 ARTICLE III
 RENTAL;
 SECURITY DEPOSIT

 Section 3.1 Rent. In consideration for the use of the Leased Premises herein granted,
Lessee shall pay to the City the rental amounts as set forth below (the “Rent”).

 A. Base Rent. Beginning on the Rent Commencement Date, Lessee shall pay to the City
Rent equaling a total annual sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00),
payable in equal monthly installments of SIXTEEEN THOUSAND SIX HUNDRED AND SIXTY
SIX DOLLARS AND SIXTY SIX CENTS ($16,666.66) (the “Base Rent”).


 A.B. Rent Adjustment. Beginning in the second (2nd) Year of the Term, the Base Rent
shall be increased on each anniversary of the Effective Date during the Term (each a “Rent
Adjustment Date”) by two and one-half percent (2.5%) annually.

 Section 3.2Insufficient Funds Charge. . There shall be an extra charge of THIRTY
DOLLARS ($30.00) on any check returned by the bank for insufficient funds or account not existing.

 Section 3.3 Time and Place of Payments. Lessee shall pay the City Rent on a monthly
basis without demand and in advance on or before the first (1st) day of each calendar month during
the Term. If the Rent Commencement Date does not fall on the first (1st) day of a calendar month,
Lessee shall pay to the City, on or before the Rent Commencement Date, Rent prorated for the first
(1st) month of the Term. Lessee shall pay to the City Rent, Additional Rent, and all other amounts
due and payable under this Agreement to the City by check, made at the office of the Director of
Aviation, Burlington International Airport, located at 1200 Airport Drive #1, South Burlington,
Vermont 05403, or in the manner otherwise prescribed by the City after written notice to Lessee.

 Section 3.4 Electronic Payment. Upon no less than thirty (30) days prior written notice
to Lessee (the “Electronic Payment Notice”), the City shall have the right to require Lessee to make
subsequent payments of Rent, any additional back rent, and other monies due pursuant to the terms
of this Agreement by means of electronic funds transfer determined by the City in its sole and
absolute discretion (the “Electronic Payment”). The Electronic Payment Notice shall set forth the
proper bank ABA number, account number, and designation of the account to which such Electric
Payment shall be made. Lessee shall promptly notify the City in writing of any additional
information that will be required to establish and maintain Electronic Payment from Lessee’s bank
or financial institution. The City shall have the right, after at least ten (10) days prior written notice
to Lessee, to change the name of the depository for receipt of any Electronic Payment and to
discontinue payment of any sum by Electronic Payment.

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 Section 3.5 Failure to Pay Rent, Fees, or Charges. In the event Lessee fails to make
timely payment of any Rent, fees, charges, or other amounts due and payable in accordance with
the terms of this Agreement within ten (10) days of the date due, interest at the rate of two and one
half percent (2.5%) shall accrue against the delinquent amounts from the date due until the date
payment is received by the City. Notwithstanding the foregoing, the City shall not be prevented
from utilizing the remedies under this Agreement or otherwise available at law or in equity to
recover such delinquent amounts.

 Section 3.6 Security Deposit. Lessee shall deposit with the City upon the execution
of this Agreement a sum equal to the first month’s Rent as a security deposit.

 Section 3.7 Additional Rent. Lessee shall pay as Additional Rent hereunder the following
payments to the City in the manner prescribed herein.

 A. Real Estate Taxes. Lessee shall pay the City Lessee’s proportionate share of all
real estate taxes paid by the City assessed against the Leased Premises in the relevant real estate
assessment. Lessee’s proportionate share shall be calculated as the ratio that the total square
footage of the Leased Premises bears to the total square footage of all other land and buildings
included in the real estate assessment.

 B. Casualty Insurance. Lessee shall pay the City Lessee’s proportionate share of all
casualty insurance paid by the City, including any premiums payable by the City covering the
Leased Premises in which the building and improvements in which the Leased Premises isare
located.

 C. Payment. All payments required this Section 3.7 shall be made in monthly
installments by Lessee to the City on or before the first (1st) day of each calendar month, in
advance, in an amount estimated by the City as evidenced by a written notice thereof, together
with reasonable supporting documentation, delivered from the City to Lessee before the start of
each Year. Within thirty (30) days after the end of each Year, the City shall provide Lessee with a
statement (a “Reconciliation Statement”) showing in reasonable detail the actual amounts incurred
by the City during such Year. Lessee shall be entitled to inspect and examine and/or have a
reputable independent certified public accountant or other consultant, paid on a non-contingency
basis, selected by Lessee audit the books and records of the City relating to the determination of
the Reconciliation Statement. If Lessee disputes any amounts shown in the Reconciliation
Statement after concluding its audit, Lessee shall give the City a notice specifying in reasonable
detail the basis for Lessee’s disagreement and the amount of the Additional Rent payment refund
Lessee claims is due. Lessee’s notice shall be delivered within ten (10) days after the date Lessee
concludes its audit and no later than six (6) months after Lessee’s receipt of the Reconciliation
Statement. The Parties shall make good faith efforts to reach mutual agreement on the claims
made in Lessee’s notice. If the total amount paid by Lessee under this section for any Year during
the Term shall be less than the actual amount due from Lessee for such Year, Lessee shall pay to
the City the difference between the amount paid by Lessee and the actual amount due within ten
(10) days after (i) Lessee’s receipt of the Reconciliation Statement, (ii) the date Lessee concludes
its audit, or (iii) the Parties reach mutual agreement on the claims made in Lessee’s notice, as the
case may be. If the total amount paid by Lessee hereunder for any Year of the Term shall exceed
such actual amount due from Lessee for such Year, such excess shall be credited against the next
monthly installment or installments of Additional Rent due from Lessee to the City hereunder or,
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if such excess occurs in the last lease Year, it shall be promptly paid to Lessee. For the Years in
which this Agreement commences and terminates, the provisions of this section shall apply, and
Lessee’s liability for its proportionate share of any taxes and assessments and insurance premiums
for such Years shall be subject to a pro rata adjustment based on the number of days of said Years
during which the Term of this Agreement is in effect.


 ARTICLE IV
 OCCUPANCY, USE, AND
 CONDITIONS OF
 LEASED PREMISES

 Section 4.1 Condition of Leased Premises. Lessee accepts the Leased Premises and
License Area subject to the City fulfilling the final turnover responsibilities outlined in Exhibit C
attached hereto. Lessee releases the City and holds it and its officers, directors, employees, and
agents harmless for any claims arising out of any condition of the Leased Premises or License Area.

Section 4.2 Construction of Improvements.

 A. Construction of Improvements.; Minimum Capital Investment. Lessee shall have
access to the Leased Premises upon the Effective Date. In consideration for the abatement of Base
Rent until the Rent Commencement Date, Lessee shall design, build, construct, complete, and furnish
Improvements to the Existing Facilities at its own expense. sole cost, with an minimum expenditure
of Fifty Thousand Dollars ($50,000) (“Minimum Capital Investment”) being made within the first
year following the Effective Date. The City may request reasonable documentation from Lessee
shall evidencing Lessee’s expenditures on the Minimum Capital Investment. Lessee shall complete
the construction of theany Improvements in accordance with all governmental requirements,
theapproved Plans and Specifications pursuant to Section 6.1, and all Applicable Laws and
Regulations. Lessee shall commence construction on the Improvements within sixty (60) days of
the Effective Date, and shall make reasonable efforts to complete the Improvements and obtain a
certificate of occupancy no later than nine (9) months from the Effective Date.


 B. Modifications. Except as set forth in the Plans and Specifications, Lessee shall not
 make any structural or material modifications to the Leased Premises or the Improvements without
 the prior written consent of the City, which consent shall not be unreasonably withheld. All such
 modifications, once approved, shall comply with the requirements of this Agreement.

 Section 4.3 Access. Lessee and Lessee’s Associates may ingress and egress at all times
across the common areas of the Airport (in the areas designated by the City, for the purposes for
which they were designed, and as permitted by Applicable Laws and Regulations) on a non-
exclusive basis and to the extent reasonably necessary for Lessee’s Authorized Use of the Leased
Premises. Lessee shall comply, and shall cause Lessee’s Associates to comply, with any ground
vehicle driver training program the City may require. During special events at the Airport, Lessee
acknowledges that the standard operating procedure at the Airport may be altered such that egress
and ingress to the Leased Premises may be altered by the City. The City will notify Lessee in
writing of any special events or closures that will impede Lessee’s use of the Leased Premises, at
least five (5) days prior to such alteration, and shall provide Lessee with a reasonable alternative for
access to and from the Leased Premises. Lessee’s failure to comply with the altered procedure is
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a Default of this Agreement, which shall be subject to the Cure Period as set forth in Section
10.1(A) .

 Section 4.4 Use of Leased Premises and License Area. At all times during the Term,
Lessee shall use the Leased Premises only for the Authorized Use subject to the terms and conditions
of this Agreement. Additionally, Lessee shall only use, and permit Licensee’s Associates to use,
the License Area for purposes related to Lessee’s Authorized Use of the Leased Premises.

 Section 4.5 No Unauthorized or Prohibited Use. Lessee and Lessee’s
Associates shall use the Leased Premises and the Airport only for the Authorized Use and other
purposes that are expressly authorized by this Agreement and shall not engage in any unauthorized
or prohibited use of the same. Prohibited uses include, but are not limited to: restricting access on
any road or other area that Lessee does not lease; placing waste materials on the Airport or
disposing of such materials in violation of any Applicable Laws and Regulations; non-aeronautical
uses that impede the aeronautical utility of the Airport; any use that would constitute a public or
private nuisance or a disturbance or annoyance to other Airport users; driving a motor vehicle in a
prohibited Airport location; the use of parking areas in a manner not authorized by the City; any
use that would interfere with Airport operations, threaten the safety or efficiency of such operations
or Airport users, or violate any Applicable Laws and Regulations; and any use that would be
prohibited by or would impair coverage under either Party’s insurance policies or would cause an
increase in the existing rate of insurance upon the Leased Premises.

 Section 4.6 Compliance with Laws. Lessee shall comply, and cause Lessee’s
Associates to comply, with any and all Applicable Laws and Regulations and all permits and
licenses which may be necessary or required for the Authorized Use, including but not limited to
the construction of the Improvements. Upon the City’s written request, Lessee shall verify, within
a reasonable time, compliance with any Applicable Laws and Regulations.

 Section 4.7 Permits and Licenses. Lessee, at its sole cost and expense, shall obtain
and maintain in current status all permits and licenses that are required under any Applicable Laws
and Regulations in connection with this Agreement, including but not limited to the Authorized
Use, Lessee’s construction and/or installation of the Improvements, and Lessee’s use, occupancy,
or operations at the Leased Premises or the Airport. Lessee shall furnish copies of all such permits
and licenses to the City upon the request of the City.

 Section 4.8 Payment of Taxes. Lessee shall timely pay all taxes, fees,
assessments, and levies related to Lessee’s use, occupancy, or operations at the Leased Premises
or the Airport and all other obligations for which a lien may be created relating thereto (including,
but not limited to, utility charges and work for any Improvements).

 Section 4.9 No Liens. Lessee shall pay for all labor done or materials furnished in the
repair, replacement, maintenance, development, or improvement of the Leased Premises by Lessee
and shall keep the Leased Premises, Improvements, and Lessee’s interest therein free and clear of
any lien or encumbrance created by Lessee’s act or omission, or that of Lessee’s Associates. Within
thirty (30) days of the filing of any lien or claim, Lessee shall pay all lawful claims made against
the City and discharge all liens filed or which exist against the Leased Premises, the Improvements,
or any other portion of the Airport (other than Lessee’s trade fixtures or trade equipment) to the
extent such claims arise out of or in connection with labor done or materials furnished in the repair,
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 replacement, maintenance, development or improvement of the Leased Premises. However, Lessee
 shall have the right to contest the amount or validity of any such claim or lien without being in default
 under this Agreement upon furnishing security in form acceptable to the City, in an amount equal
 to one hundred percent (100%) of such claim or lien, which insures that such claim or lien will be
 properly and fully discharged in the event that such contest is determined against Lessee or the City.
 Lessee shall give timely notice to the City of all such claims and liens of which it becomes aware.
 When contracting for any work in connection with the Leased Premises, Lessee shall include in
 such contract a provision prohibiting the contractor or any subcontractor or supplier from filing a
 lien or asserting a claim against the City’s real property or any interest therein. Lessee is solely
 responsible for ensuring that all requirements are met such that such lien waivers are effective and
 enforceable.

 Section 4.10 ADA. Lessee shall, at its own expense, comply with the standards for
accessible design known as the Americans with Disabilities Act Accessibility Guidelines in
designing, constructing, and operating the Improvements. Lessee shall be subject to this obligation
regardless of whether any Governmental Authority requires the City to be the applicant of record.
The City shall, at its own expense, ensure that the Existing FacilitiesLeased Premises comply with
such guidelines.
 ARTICLE V
 REPRESENTATIONS
 AND WARRANTIES

 Section 5.1 Representations by the City. The City represents and warrants that it has
the right, power, and legal capacity to enter into and perform its obligations under this Agreement,
has duly executed and delivered this Agreement, and that this Agreement constitutes a legal, valid,
and binding obligation of the City.

 Section 5.2 Representations by Lessee. Lessee represents and warrants that it has the
right, power, and legal capacity to enter into and perform its obligations under this Agreement, has
duly executed and delivered this Agreement, and that this Agreement constitutes a legal, valid, and
binding obligation of Lessee.

 ARTICLE VI
 OBLIGATIONS OF LESSEE

 Section 6.1 Plans and Specifications. With respect to any Improvements, Lessee
shall, at its sole cost and expense, select qualified architects and engineers to prepare, as applicable,
the architectural, site, structural, mechanical and/or electrical drawings and specifications for the
Improvements as required by the appropriate local planning and zoning authorities and pursuant to
this Agreement and all Applicable Laws and Regulations (collectively, the “Plans and
Specifications”). Before implementing the Plans and Specifications or any changes thereto, Lessee
shall obtain the City’s prior written approval of such Plans and Specifications and any changes
thereto, which approval shall not be unreasonably withheld.

 Section 6.2 Operations and Maintenance. The City shall make all capital repairs that it
deems reasonably necessary to ensure continuous and sound operation of the Leased Premises, in
its sole discretion, during the Term. As used herein, “capital repairs” includes repairs to the structure
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of the building on the Leased Premises and operating systems, including, without limitation, the
foundation, roof, windows, doors, pavement, HVAC system, plumbing, and electrical. Lessee, at
its sole cost and expense, shall be responsible for maintenance, other than capital repairs, of the
Leased Premises, all Improvements, and all FF&E thereon in a condition that is clean, free of debris,
safe, sanitary, and in good repair (including, without limitation, the Improvements to the foundation,
roof, windows, doors, pavement, HVAC system, plumbing, and electrical). Lessee, at its sole cost
and expense, shall at its own expense create, execute, and maintain a comprehensive snow removal
and landscaping plan for the Leased Premises. Lessee shall perform all work, maintenance, and
repairs in accordance with Applicable Laws and Regulations and in a good and workmanlike
manner. Lessee shall promptly remedy any condition that fails to meet the standards set forth in
this Section 6.2. Without limiting the foregoing obligations, Lessee shall not store on the Leased
Premises any inoperable equipment, discarded or unsightly materials, or materials likely to create a
hazard and shall not use areas outside of enclosed buildings for storage. Lessee shall store trash in
covered metal receptacles and shall not accumulate or permit the accumulation of any trash, refuse,
or debris on the Leased Premises. Any Hazardous Materials shall be governed by Article 7. Failure
to maintain the Leased Premises, Improvements, or FF&E in a state of good repair or in the condition
required by this Section 6.2 shall be a Default, which shall be subject to the Cure Period as set forth
in Section 10.1(A).

 Section 6.3 Utilities. Lessee shall furnish to the Leased Premises and pay for all utilities,
including but not limited to telephone, gas, electric power, water, heat, air conditioning, sewer, storm
water, janitorial services, and garbage and trash removal associated with the Leased Premises and
shall make such deposits as are required to secure service. Lessee shall be responsible for any water
or sewer impact fees incurred by Lessee’s use of the Leased Premises. Any repairs of the utility
lines other than those which are the responsibility of the utility service are the responsibility of
Lessee., except that the City shall be responsible for repairing any damages the City causes to the
utility lines. If utilities are billed to a common meter, Lessee shall pay to the City the pro-rated
amount based on square footage of the Leased Premises, unless such utility usage results from an
activity undertaken by the City within the Leased Premises.

 Section 6.4 Signs. Lessee shall not place, or cause to be placed, any sign or signs on
the Leased Premises without the prior written consent of the City, which consent shall not be
unreasonably withheld. In the event Lessee obtains the consent of the City, Lessee shall be
responsible for all costs and labor associated with such signage.

Section 6.5 Security. Lessee shall maintain the safety and security of the Leased
Premises during the Term of this Agreement.

 Section 6.6 Obstruction Lights. Lessee shall, at its expense, provide and maintain
obstruction lights on any structure on the Leased Premises if required by the City or FAA
regulations. Any obstruction lights so required shall comply with the specifications and standards
established for such installations by the City or FAA.

 Section 6.7 Trash, Garbage and Other Refuse. Lessee shall pick up, and provide for a
complete and proper arrangement for the adequate sanitary handling and disposal, of all trash,
garbage, and other refuse caused as a result of its operation on the Leased Premises. Lessee is
responsible for disposal and payment of such services pursuant to Section 6.3. Lessee shall provide
and use suitable covered metal receptacles for all such garbage, trash and other refuse on the Leased
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Premises. Lessee shall not pile boxes, cartons, barrels, pallets, debris or similar items in an
unattractive or unsafe manner, on or about the Leased Premises.

 Section 6.8 Supervision. Lessee shall ensure that management, maintenance, and
operation of the Leased Premises shall at all times be under the supervision and direction of an active,
qualified, competent representative of Lessee. Upon the City’s request, Lessee shall identify such
representative, and any successor, in writing to the City.

 ARTICLE VII
 ENVIRONMENTAL CONDITIONS

 Section 7.1 General Conditions.

 A. Environmental Representations. Notwithstanding any other provisions of this
 Agreement, and in addition to any and all other Agreement requirements, and any other covenants




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 B. and warranties of Lessee, Lessee hereby expressly warrants, guarantees, and
represents to the City, upon which the City expressly relies that:


 (i) Lessee shall comply, and cause all Lessee’s Associates to comply, with all
 applicable Environmental Laws in connection with its use and occupancy of
 the Leased Premises and any Airport facilities and property and accepts full
 responsibility and liability for such compliance. In the event of any
 noncompliance with Environmental Laws, Lessee shall take prompt and
 appropriate action to address the conditions causing the noncompliance and
 return to full compliance.

 (ii) Lessee is knowledgeable of any and all Environmental Laws without limitation
 which govern or which in any way applyapplicable to the direct or indirect
 resultsLessee’s use and impacts to the environment and natural resources due
 to, or in any way resulting from, the conduct by Lesseeoccupancy of its
 operations pursuant to or upon the Leased Premises and the Airport., including
 all operations conducted thereto. Lessee shall keep informed of future changes
 in Environmental Laws.

 (iii)Lessee and Lessee’s Associates have been fully and properly trained in the
 handling and storage of all Hazardous Materials and other pollutants and
 contaminants regularly used by Lessee or Lessee’s Associates on the Leased
 Premises, and such training complies with any and all Applicableapplicable
 Environmental Laws and Regulations.

 (iv)Lessee agrees that it will neither handle nor store any Hazardous Materials on
 the Leased Premises in excess of, and excepting, those quantities required to
 carry out the Authorized Use, if any, and that all such Hazardous Materials will
 be stored, used, and disposed of in accordance with all Applicableapplicable
 Environmental Laws and Regulations.

 (v) Lessee shall provide the City satisfactory documentary evidence of all such
 requisite legal permits and notifications required under any Environmental
 Law.


 (vi)Lessee agrees to cooperate with any investigation, audit, or inquiry by the City
 or any Governmental Authority regarding possible violation of any
 Environmental Laws at the Leased Premises.

 C. B. Generator of Hazardous Waste. If Lessee is deemed to be a generator of
Hazardous Materials or hazardous waste, as defined by Applicableapplicable Environmental Laws
and Regulations, Lessee shall obtain an EPA identification number and the appropriate generator
permit and shall comply with all Environmental Laws imposed upon a generator of hazardous waste
including, but not limited to, ensuring that the appropriate transportation and disposal of such
materials are conducted in full compliance with Environmental Law.


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 D. Inventory List. Lessee shall maintain an accurate inventory list (including
quantities) of all such Hazardous Materials on the Leased Premises, whether stored, disposed of, or
recycled by Lessee, which shall be available for inspection at any time on the Leased Premises by
the City, fire department officials, or other personnel of Governmental Authorities having
jurisdiction over the Leased Premises, for implementation of proper storage, handling, and disposal
procedures.


 E. D. Notification and Copies. Notification of all activities relating to
Hazardous Materials by Lessee shall be provided on a timely basis to the City or such other
Governmental Authorities as required by the Applicableapplicable Environmental Laws and
Regulations. In the event of any release or threatened release of Hazardous Materials caused by or
discovered by Lessee or any Lessee Associate at, on, under, or about the Leased Premises or the
Airport, or in, Lessee shall provide notice to the City of all known facts pertinent to such release or
threatened release within twenty-four (24) hours of Lessee’s discovery of such release or threatened
release. In the event any claim, demand, complaint, or action arising under Environmental Laws is
made or taken against Lessee with respect to activities on the Leased Premises or the Airport, or if
Lessee receives any notice pertaining to Lessee’s failure or alleged failure to comply with any
Environmental Laws at the Leased Premises, Lessee shall notify the City of all known facts pertinent
to such release, threatened release, claim, demand, complaint, action, or notice, and shall provide the
City with copies of any and all claims, demands, complaints, notices, or actions so made no later than
twenty- four (24) hoursthree days following receipt of the same. If Lessee is required by any
Environmental Laws or applicable Governmental Authority to file any notice or report of a release
or threatened release at, on, under or about the Leased Premises or the Airport, Lessee shall
simultaneously provide a copy of such notice or report to the City. Lessee shall provide to the City
the name of Lessee’s twenty-four (24)-hour emergency coordinator and his or her phone number in
case of any release, spill, leak, or other emergency situation involving Hazardous Materials at the
Leased Premises.


 F. E. Environmental Permits. Lessee at its expense, shall obtain, maintain, and
comply with any and all permits required by any Environmental Laws to conduct the activities or
business in which Lessee or Lessee’s Associates will engage on the Leased Premises. Lessee agrees
to provide the City copies of all permit application materials, permits, monitoring reports,
environmental response plan, and regulated materials storage and disposal plans relating to the
Leased Premises.


 G. F. Recordkeeping. Lessee shall maintain, in an orderly and easily accessible
manner, all correspondence and communications with any Governmental Authority, records, or other
information evidencing its compliance with all Environmental Laws for all Hazardous Materials
brought upon, kept, used, stored, generated or disposed of in, on or about the Leased Premises, or
transported to or from the Leased Premises by Lessee or Lessee’s Associates. Lessee must maintain
these records for the period of time as is required by Environmental Laws or ten (10three (3) years
following termination of this Agreement, whichever time is longer; provided that, prior to their
destruction, the City shall be provided notice and a reasonable opportunity to request delivery of an
electronic copy of such records.


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 H. G. Review of Environmental Documents. At the City’s written request, Lessee
shall make available for inspection and copying, upon reasonable notice and at reasonable times, any
and all non-privileged correspondence and communications with Governmental Authority, records,
or other information, to the extent required to be maintained pursuant to this Article 7, evidencing its
compliance with all Environmental Laws for all Hazardous Materials brought upon, kept, used,
stored, generated, managed, or disposed of in, on, or about the Leased Premises, or transported to or
from the Leased Premises by Lessee or Lessee’s Associates.


 I. Access for Environmental Inspection. The City shall have access to the Leased
 Premises upon reasonable prior written notice to inspect the same in order to confirm that Lessee
 is in compliance with the requirements of this Article 7; provided, however, that the City may enter
 the Leased Premises for such purposes without prior written notice in the event of an emergency
 pertainingthat, in the City’s reasonable discretion, poses an imminent risk of material harm to the
 environment or human health pursuant to Environmental Laws, as determined by the City. Lessee
 agrees to fully cooperate with any such inspections; provided that such inspections shall not
 unreasonably interfere with Lessee’s operations. If the City reasonably believes or has received
 information leading it to reasonably believe that Lessee’s operations are not in compliance with the
 requirements of this Article 7, then, uponand Lessee fails to produce documentation or other
 evidence of Lessee’s compliance within a reasonable timeframe following receipt of written request
 by the City, then, the City may request, and Lessee shall conduct, such inspection, testing, and
 analysis as the City reasonably deems necessary to ascertain whether Lessee is in compliance with
 this Article 7. Lessee shall pay all actual costs associated with any such environmental inspection,
 testing, and analysis. Any such tests shall be conducted by qualified independent environmental
 consultants chosen by Lessee, but such environmental consultants, and the scope and the methods
 of such investigation, shall be subject to the City’s approval, which shall not be unreasonably
 withheld. Lessee shall provide copies of any and all relevant reports prepared by such experts to
 the City within a reasonable time after Lessee receives such reports.

 J. I. Violations. If the City receives a notice from any Governmental Authority
asserting a violation by Lessee of any Environmental Laws at or relating to the Leased Premises or
Lessee’s covenants and agreements contained herein, or if the City otherwise has reasonable grounds
upon which to believe that such a violation has occurred, the City or its duly appointed consultants
shall have the right, but not the obligation, to enter the Leased Premises and/or perform
environmental site assessments for the purpose of determining whether there exists any
environmental condition that could result in any liability, cost, or expense to the City. The City shall
perform such tests on the Leased Premises as may be necessary, in the opinion of the City or its duly
appointed consultants, acting reasonably, to conduct a prudent environmental site assessment;
provided, however, such environmental site assessment shall not unreasonably interfere with
Lessee’s operations or use and enjoyment of the Leased Premises unless Lessee’s alleged violation
or environmental condition poses a risk to the health, safety, or security of Airport users or Airport
operations. If Lessee receives a written notice of violation, written notice of an enforcement action,
or other written notice of noncompliance, Lessee shall provide a copy of same to the City within
three (3) days of receipt by Lessee or Lessee’s agent.




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 Section 7.2 Obligations upon Termination; Remediation.

 A. Removal of Hazardous Materials. Upon any expiration or termination of this
 Agreement, Lessee shall demonstrate to the City’s reasonable satisfaction that Lessee has removed
 any and all Hazardous Materials and is in compliance with applicable Environmental Laws. Such
 demonstration may include, but is not limited to, independent analysis and testing to the extent that
 facts and circumstances warrant analysis and testing, such as evidence of past violations or specific
 uses of the Leased Premises. Lessee shall provide the City with copies of all waste manifests for
 Hazardous Materials removed from the Leased Premises at least thirty (30) days prior to the
 termination or expiration date of the Agreement. If Lessee or Lessee’s Associates cause an
 impermissiblea release of Hazardous Materials or otherwise cause the contamination of the Leased
 Premises or other Airport facility or propertyconstituting a violation of Environmental Law, Lessee
 shall bear all costs and responsibility for the required clean up and remediation to the extent
 required by an applicable Governmental Authority for compliance with Environmental Laws, and
 shall indemnify and hold the City harmless therefrom.

 B. Remediation. Lessee, at its sole cost and expense, shall undertake all necessary steps
 to remedy and remediate a release of Hazardous Materials or other condition toon the extentLeased
 Premises, as required by for compliance with applicable Environmental Laws or the requirements
 of this Agreement to the extent caused by, or resulting from the activities, conduct, or omissions
 of Lessee or its Lessee’s Associates, on the Leased Premises or at the Airport, as necessary to
 reasonably protect the public health and safety to the extent required by Applicable Law and/or to
 bring the Leased Premises or the Airport into compliance with all Environmental Laws applicable
 to the Leased Premises or Lessee’s operations.. The remediation must continue until the
 Governmental Authorities with jurisdiction determine that no further action is necessary infor
 compliance with applicable Environmental Laws. Notwithstanding the foregoing, Lessee shall be
 obligated to clean-up and remediate the Leased Premises to achieve such standards or clean-up
 levels as are reasonably required byfor the City for properties atCity’s future commercial use of
 the AirportLeased Premises. If the City is unable, after commercially reasonable efforts, to lease
 the Leased Premises during theany period of cleanup and remediation due to the environmental
 condition or cleanup work being performed for a period of one year following termination or
 expiration of this Agreement, in addition to any other damages, Lessee shall be responsible for
 payment of lost rent or lost use to the City.

 C. Step-In Rights. Notwithstanding Lessee’s obligations under this Article 7, the City
and any Governmental Authorities shall at all times have the right, should Lessee fail to comply with
its obligations under 0, after reasonable advance written notice, which shall include a reasonable
opportunity to cure (except where a Governmental Authority other than the City is empowered by
Applicable Law to act without notice), or immediately, if necessary to prevent additional harm to the
environment, to take any and all actions as they individually or collectively may reasonably deem
necessary to cease, contain, investigate, remediate, or otherwise respond to a condition which results
from, causes, or threatens to cause a Releaserelease of Hazardous Materials or other condition in
violation of Environmental Laws at, under, or about the Leased Premises or at the Airport.. Lessee
agrees to cooperate with any and all such actions.


 Section 7.3 No Liability for Business Interruption. The City shall not be responsible
to Lessee or any Lessee Associate for any Hazardous Materials in existence in, on, under, or
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migrating from the Leased Premises or at the Airport, which condition may interfere with Lessee’s
business or other operations or activities, or which might otherwise cause damages to Lessee through
loss of business, destruction of property, or injury to Lessee, Lessee’s Associates, customers, or
clients, except to the extent such conditions are caused by the actions or omissions of the City or
otherwise exist in, on or under the Leased Premises prior to Lessee’s first occupancy thereof (which
may pre-date the Effective Date), except to the extent exacerbated by Lessee’s acts or omissions.

 Section 7.4 Environmental Indemnification. In addition to any indemnification set forth
elsewhere in this Agreement, Lessee hereby indemnifies and agrees to defend and hold harmless the
City from all costs, claims, demands, actions, liabilities, complaints, fines, citations, violations, or
notices of violation arising from or attributable to: (i) a presence or release of Hazardous Materials
caused by Lessee or any of Lessee’s Associates at the Leased Premises or any Airport facility or
property, or the subsurface, waters, air, or ground thereof, in excess of levels allowable by
Environmental Laws or in violation of any Environmental Laws due to Lessee’s or Lessee’s
Associate’s management, control, authorization, handling, possession, or use of Hazardous
Materials at the Airport; (ii) any breach by Lessee of any of its warranties, representations, or
covenants in this Article 7; (iii) Lessee’s violation of Environmental Laws at or affecting the Leased
Premises or in the course of Lessee’s operation thereof; or (iv) Lessee’s remediation of, or failure to
remediate, Hazardous Materials at, or migrating from, the Leased Premises, as required by this
Agreement. Lessee’s obligations hereunder will survive the termination or expiration of this
Agreement, and will not be affected in any way by the amount of or the absence in any case of
covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on
its part under insurance policies affecting the Airport Leased Premises or any part thereof, except
that, in the event that the City recovers funds from insurance carriers in connection with claims
associated with (i), (ii), (iii), or (iv) above, the City may not recover the same funds from Lessee.
Notwithstanding the foregoing, Lessee shall have no indemnification obligation under this Section
7.4 for any costs, claims, demands, actions, liabilities, complaints, fines, citations, violations, or
notices of violation arising from or attributable to any release or existence of Hazardous Materials
in, on or under the Leased Premises prior to the date of Lessee’s first occupancy of the Leased
Premises (which may pre-date the Effective Date), except to the extent materially exacerbated by
Lessee or any of Lessee’s Associates or invitees, or otherwise if Lessee’s use, operation, or
occupancy of the Leased Premises fails to comply with Environmental Laws.

 Section 7.5 Remedies Cumulative. Lessee agrees that all remedies of the City
 as provided in this Article 7 with regard to Hazardous Materials or violations of any
 Environmental Laws shall be deemed cumulative in nature and the City’s right to
 indemnification as provided under this Article 7 shall survive the termination of this
 Agreement.

 Section 7.6 Survival. Notwithstanding anything to the contrary, the obligations
 of this Article 7 shall survive any termination or expiration of this Agreement.
 .

 ARTICLE VIII
 OBLIGATIONS OF THE CITY




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 Section 8.1 Delivery of Leased Premises. Upon the Effective Date, the City shall
 deliver to Lessee the Leased Premises vacant and professionally cleaned, and with all
 systems of the Existing Facilities operational.

 Section 8.2 Access. The City shall ensure reasonable ingress and egress at all
 times to and from the Leased Premises for Lessee as set forth in Section 4.3.

 Section 8.3 Snow Removal. The City shall provide for snow removal from the
 industrial park access roads and License Area.

 ARTICLE IX
 INSURANCE AND INDEMNIFICATION

 Section 9.1 Insurance. Throughout the Term of this Agreement, Lessee shall
 obtain and maintain insurance in the types and amounts required under this Section 9.1.

 A. Insurance Certificates. Lessee shall submit certificates of insurance to the City
prior to the Effective Date and annually thereafter. Lessee shall provide to the City certificates of
insurance listing “City of Burlington, Burlington International Airport” as the certificate holder
and containing information reasonably required by the City, including but not limited to (i) the
name, address, and contact information of the authorized agent, Lessee as the insured, and the City
as certificate holder; (ii) the name of the insurance company; (iii) description of policies, including
coverage types and amounts; (iv) policy number(s) and period(s); (v) limits of liability; and (vi)
the signature of the authorized agent.

 B. Additional Insured. Each required insurance policy as it relates to the Leased
Premises, the Improvements, and Lessee’s Authorized Use thereof, shall name the City as an
additional insured and loss payee, with the specific exception of professional liability workers
compensation insurance.

 C. Policy Provisions. Each of the insurance coverage required herein (i) shall be
issued by a company licensed by the State of Vermont to transact the business of insurance in the
State of Vermont for the applicable line of insurance, and (ii) shall be issued by an insurer with a
Best Policyholders Rating of “A-/VIII” or better by the latest Best Insurance Report or has an
analogous rating from a comparable rating service approved by the City. All insurance coverages
required under this Agreement, except for workers’ compensation, shall include the City and its
officers, agents, and employees as additional named insured, provide thirty (30) days’ prior written
notice of cancellation, change, or intent not to renew the insurance, a waiver of subrogation, and
list any and all exclusions. Each such policy a provision stating that the policy shall not be subject
to invalidation as to any insured by reason of any act or omission of another insured or any of its
officers, employees, agents, or other representatives and shall contain a clause to the effect that
such policies and the coverage evidenced thereby shall be primary with respect to any policies
carried by the City, and that any coverage carried by the City shall be excess insurance. In no event
shall the limits of said policies be considered as limiting the liability of Lessee under this
Agreement.



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 D. Insurance Coverages. Lessee’s liability under this Agreement shall not be limited
to the amount of insurance carried. Any changes to insurance are at the sole expense of Lessee.
Types and limits of insurance required as of the Effective Date are as follows:

 (i) Commercial General Liability Insurance. Lessee shall maintain Commercial
 General Liability Insurance naming the City as additional insured on a
 primary, non-contributory basis which shall include, but need not be limited
 to, coverage for bodily injury and property damage (including aircraft) arising
 from premises and operations liability, products and completed operations
 liability, personal injury, and advertising liability, contractual liability, fire legal
 liability, blasting and explosion, collapse of structures, and underground
 damage liability. The Commercial General Liability Insurance shall provide
 at minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate.

 (ii) Workers’ Compensation and Employer’s Liability. Lessee shall provide
 Workers’ Compensation Coverage in accordance with the statutory limits as
 established by the State of Vermont and with a minimum limit for employer’s
 liability no lower than the following: $500,000.00 per accident (bodily injury
 by accident) and $500,000.00 policy limit, and $500,000.00 per employee
 (bodily injury by disease). Lessee shall require all contractors and
 subcontractors performing work or occupying the Leased Premises under this
 Agreement to obtain an insurance certificate showing proof of Workers’
 Compensation coverages and Lessee shall require from its general contractor(s)
 that all subcontractors submit certificates of such insurance to the City prior to
 performing work or occupying the Leased Premises.(iii)Employers’ Liability
 Insurance. If Lessee has employees, Lessee shall maintain Employers’ Liability
 Insurance with limits of at least $500,000 per accident (bodily injury by
 accident), $500,000 per employee (bodily injury by disease), and $500,000.00
 policy limit (bodily injury by disease).

 (iv)Commercial Business Automobile Liability Insurance. Lessee shall provide
 Commercial Business Automobile Liability Insurance, which shall include
 coverage for bodily injury and property damage liability arising from the
 operation of any owned, non-owned, or hired automobile. The Commercial
 Business Automobile Liability Insurance Policy shall provide not less than
 $1,000,000 Combined Single Limits for each accident.

 (v) Commercial Umbrella Liability Insurance. Lessee shall provide a Commercial
 Umbrella Liability Insurance Policy to provide excess coverage above the
 Commercial General Liability, the Commercial Business Automobile
 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

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 policy shall be increased by [$4,000,000] per occurrence and [$4,000,000] in
 the aggregate.

 (vi)Builder’s Risk Insurance. During the construction of the Improvements, any
 major renovation (defined to mean with a cost in excess of $100,000), or major
 reconstruction of all or any portion of the Improvements, Lessee shall provide,
 or cause its contractor to provide, a Builder’s Risk Insurance Policy
 to be made payable to the City and Lessee as their interests may appear, but in
 all instances subject to the terms and conditions of any Leasehold Mortgage and
 the requirements of any mortgagee. The policy amount should be equal to
 100% of the contract amount under any construction contract applicable to any
 such construction, renovation, or reconstruction. All deductibles shall be the
 sole responsibility of Lessee or the contractor, and in no event shall the amount
 of any deductible exceed $250,000.00. The policy shall be endorsed
 substantially as follows:

 “The following may occur without diminishing, changing, altering or otherwise
 affecting the coverage and protection afforded the insured under this policy: (i)
 furniture and equipment may be delivered to the insured premises and installed
 in place ready for use; and (ii) partial or complete occupancy by Lessee; and
 (iii) performance of work in connection with construction operations insured
 by Lessee, by agents or sublessees or other contractors of Lessee, or by
 contractors of Lessee.”(vii) Property Insurance. Upon completion of the
 construction, renovation, or reconstruction of the Improvements (as may be
 applicable), during the Term, Lessee shall provide an “all risk” Property
 Insurance Policy to be made payable to the City and Lessee as their interests
 may appear. The policy amount should be equal to 100% of the replacement
 value of the completed Improvements and shall include replacement cost,
 demolition cost, and increased cost of construction endorsements. All
 deductibles shall be the sole responsibility of Lessee, and in no event shall the
 amount of the “all risk” deductible exceed $100,000.00. Any improvements
 constructed by Lessee upon the Leased Premises shall be constructed and
 maintained at Lessee’s risk.

 E. Maintaining Coverage; Modification. The City may require certificates of
insurance for any insurance policies entered into by Lessee, and Lessee is responsible for annually
verifying and confirming in writing to the City that all sub-contractors, agents, operators, or
workers meet the minimum coverage and limits plus maintain current certificates of coverage, and
that all work activities related to this Agreement shall meet minimum coverage and limits, with
any sub-contractors, agents, operators or workers complying with the same insurance requirements
as Lessee. The City reserves the right to review the insurance coverage requirements upon
Lessee’s exercise of the Option Term to ensure that the specified coverages and limits remain
commercially reasonable for similar improvements and facilities, and Lessee shall modify its
coverage upon commencement of the Option Term at Lessee’s sole expense upon the reasonable
request of the City if the specified coverages and limits are no longer commercially reasonable for
similar improvements and facilities.


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 F. Application to Others. Lessee shall require all contractors, subcontractors, agents,
or workers performing work or occupying the Leased Premises to be properly licensed and to obtain
insurance coverage meeting the requirements of this Section 9.1 as evidence on a certificate of
insurance. Lessee shall require that all such persons submit certificates of such insurance to the
City prior to performing work or occupying the Leased Premises. The insurance provisions herein
shall likewise apply to any permitted sublessee or assign of Lessee. Any sublessee must comply
with the provisions as set forth in this Article 9.

 Section 9.2 Lessee’s Indemnification and Duty to Pay Damages.

 A. Lessee shall, from and after the Effective Date, defend, indemnify and hold
harmless the City, its officers and employees, from and against all loss, liability, damages, claims,
proceedings, costs (including costs of defense and reasonable attorneys’ and professionals’ fees
incurred in defense or incurred in enforcement of this indemnity), expenses, demands, suits and
causes of action (all of the foregoing collectively referred to as “Liabilities”) arising out of or in
connection with the following, except to the extent such Liabilities, damage, death, or injury are
caused by or arise from the willful misconduct or negligence of the City:

 (i) Damage to the Leased Premises or death or injury to any person sustained on
 or about the Leased Premises, or arising (directly or indirectly) out of or in
 connection with Lessee’s possession, use, occupation, or control of the Leased
 Premises;

 (ii) Damage to any property or death or injury to any person anywhere
 occasioned, or claimed to have been occasioned, by any willful misconduct or
 any negligent act or omission of Lessee or Lessee’s Associates; and

 (iii) Any breach or default of this Agreement by Lessee or Lessee’s Associates.

 B. The City shall not be liable to Lessee for any damage by or from any act or
negligence of any owner, tenant, occupant, user of adjoining or contiguous property.

 C. Lessee agrees to pay for all damages of Leased Premises caused by Lessee’s use,
misuse, or neglect thereof.

 D. Lessee shall be responsible and liable for the conduct of Lessee’s Associates in and
around the Leased Premises.

 E. Lessee shall give prompt and timely notice to the City (and copying the Burlington
City Attorney’s Office) of any claim made or suit instituted in connection with the Leased
Premises, which, in any way, directly or indirectly, contingently or otherwise, affects or may affect
the City, the Leased Premises, or the Airport, and of which Lessee has actual knowledge.

 F. Lessee shall reimburse the City for costs associated with violations issued by state
and federal Governmental Authorities in connection with the Leased Premises and resulting from
Lessee’s misconduct, incompetence, or negligence as reasonably determined by the City. Such
violations include, but are not limited to, letters of investigation issued by TSA.


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 Section 9.3 Performance Bond and Payment Bond. During the construction of any
major renovation or major reconstruction with a cost in excess of $500,000 of all or any portion of
the Improvements, Lessee shall deliver to the City, at the time of execution of a subsequent contract
related to such reconstruction work, evidence of, (i) a performance bond of Lessee’s contractor equal
to 100% of the completed value of the work with Lessee named as a co-obligee, and (ii) a labor and
materials payment bond from Lessee’s contractor in the amount equal to 100% of the completed
value with Lessee named as a co-obligee. This Section 9.3 shall not apply with respect to the initial
construction of the Improvements.

 ARTICLE X
 DEFAULT AND REMEDIES

 Section 10.1 Termination by the City.

 A. Lessee Default. The occurrence of any of the following events shall constitute a
 default by Lessee (“Default”) under this Agreement unless cured within the time period set forth
 in this subsection (A) (the “Cure Period”):
 (i) Lessee fails to timely pay any Rent, Additional Rent, or other amount due
 under this Agreement and such nonpayment shall continue for a period of ten
 (10) business days after written notice thereof from the City;

 (ii) Lessee or Lessee’s Associates violate any requirement under this Agreement
 (including, but not limited to, violation of any Applicable Laws or Regulations
 or failure to maintain the Leased Premises or the Improvements located
 thereon), other than the violations referred to in the foregoing subsection (i), and
 such default shall continue for a period of thirty (30) days after written notice
 from the City to Lessee specifying the items in default, or in case of a default or
 contingency which cannot with due diligence be cured within said thirty (30)
 day period, Lessee fails to proceed within said thirty (30) day
 period to commence to cure the same and thereafter to prosecute the curing of
 such default with due diligence (it being understood that the time of Lessee
 within which to cure shall be extended for such period as may be necessary to
 complete the same with all due diligence);

 (iii)Lessee abandons the Leased Premises for a period of sixty (60) consecutive
 days or more;

 (iv)Lessee assigns or encumbers any right in this Agreement, delegates any
 performance hereunder, or subleases any part of the Leased Premises (except
 as expressly permitted in this Agreement);

 (v) Lessee files a voluntary petition in bankruptcy or has a petition filed against
 Lessee in bankruptcy, insolvency, or for reorganization or appointment of a
 receiver or trustee, which petition is not dismissed within sixty (60) days;

 (vi)Lessee petitions for or enters into an arrangement for the benefit of creditors,
 or suffers this Agreement to become subject to a writ of execution and such
 writ is not released within thirty (30) days; or
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 (vii) Lessee dissolves.

 B. Termination for Lessee Default. In the event of a Default, if Lessee fails to cure
such Default within the applicable Cure Period, the City may terminate this Agreement upon sixty
(60) days prior written notice to Lessee.

 C. Remedies for Failure to Pay Rent. In addition to the remedies under
Section 10.1(B) and those otherwise available at law or in equity, if Lessee fails to timely pay any
Rent required by this Agreement and fails to cure the same within the applicable Cure Period, the
City may:

 (i) Terminate this Agreement in accordance with Section 10.1(B), resume
 possession of the Leased Premises, and recover immediately from Lessee the
 differences between the Rent and the fair rental value of the Leased Premises,
 together with the Improvements, for the remainder of the Term; or(ii) ,
 provided that the City makes good faith efforts to mitigate Lessee’s damages;
 or

 (ii) Resume possession and relet the Leased Premises and the Improvements
 thereon for the remainder of the Term, and recover from Lessee, at the end of
 the Term or at the time each payment of Rent comes due under this Agreement
 as the City may choose, the difference between the Rent and the rent received
 on the re-leasing or renting, provided that the City makes good faith efforts to
 mitigate Lessee’s damages.

 D. Reservation of Rights. Notwithstanding the foregoing, the City reserves all rights
 and remedies at law or in equity to recover for any uncured Default or other violation of this
 Agreement resulting in damages, loss, or harm to the City. This Section 10.1(E) shall survive
 expiration or termination of this Agreement for a period of two (2) years. Termination by Lessee.

 Section 10.2 Termination by Lessee. Lessee may terminate this Agreement upon thirty
 (30) days prior written notice to the City in the event one of the following events occur:

 A. Injunction. The issuance by any court of competent jurisdiction of an injunction,
 order, or decree preventing or restraining the use by Lessee of all or any substantial part of the
 Leased Premises, which remains in force, unvacated, or unstayed for a period of at least sixty (60)
 consecutive days.

 B. City Default. The failure of the City to perform a material obligation required of
 the City under this Agreement within thirty (30) days after written notice by Lessee to the City. If
 the nature of the City’s obligation is such that more than thirty (30) days are reasonably required
 for performance or cure, the City shall not be in default if the City (i) provided notice to Lessee
 that its cure of an alleged violation is reasonably expected to take more than thirty (30) days, and
 (ii) it commences performance within such thirty (30) day period and thereafter diligently
 prosecutes the same to completion.

 Section 10.3 Survival. The provisions of this Article 10 and the remedies and rights
provided herein shall survive any expiration or termination of this Agreement.
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 ARTICLE XI
 ASSIGNMENT AND SUBLEASING

 Section 11.1 Assignment by Lessee.

 A. Lessee shall not assign any of its rights under this Agreement, including, but not limited to,
 rights in any Improvements, (whether such assignment is voluntarily or involuntarily, by merger,
 consolidation, dissolution, change in control, or any other manner), and shall not delegate any
 performance under this Agreement, except with the prior written consent of the City, which may
 be granted or withheld in the City’s sole discretion. As a condition of obtaining such consent, the
 transferee receiving any such right shall be required to execute a new lease agreement provided by
 the City. Regardless of the City’s consent, Lessee shall not be released from any obligations for
 matters arising during the time when this Agreement is in effect. Any purported assignment or
 delegation of rights or delegation of performance in violation of this section is void.
 Notwithstanding anything to the contrary, the City’s consent shall not be required with respect to
 an assignment to a direct or indirect Affiliate of Lessee so long as the ultimate parent company,
 currently Beta Technologies, Inc., a Delaware corporation, remains liable for the obligations of the
 tenant under this Agreement. As used in this Agreement, “Affiliate” means a person or entity that
 Controls, is Controlled by, or is under common Control with another person or entity, and
 “Control” or “Controlled” means ownership of more than fifty percent (50%) of the outstanding
 voting stock of a corporation, or other majority equity and control interest of an entity which is not
 a corporation, or the possession of power to direct or cause the direction of the management and
 policy of such corporation or other entity, whether through the ownership of voting securities, by
 statute or according to the provisions of a contract.

 B. Upon the termination of this Agreement, Lessee hereby assigns, transfers, and
 coveys to the City, without warranty and to the extent assignable by Lessee without requiring third-
 party consents, the following:

 (i) The right to the use of theapproved Plans and Specifications to the extent owned
 by Lessee;

 (ii) Any copyright interests in theapproved Plans and Specifications held by Lessee;
 and

 (iii)The right to enforce, in Lessee’s own name as a proper party, any subcontracts
 related to the Improvements or other maintenance or services contracts in
 force with respect to the Leased Premises or Improvements and any
 warranties arising under any of them or in connection with the performance
 thereof, as the case may be.

 Section 11.2 Subleasing by Lessee. Lessee shall not sublease any portion of the Leased
Premises or Improvements without prior written consent of the City, which may be granted or
withheld in the City’s sole but reasonable discretion. Any sublease or sublease form approved by
the City must, at a minimum, be subordinate to this Agreement and provide the City with the right
of attornment in the event of Lessee’s default under this Agreement or the expiration or termination
of this Agreement. Any sublessee must comply with the provisions as set forth in this Article 11.
Notwithstanding anything to the contrary, the City’s consent shall not be required with respect to
any sublease to a direct or indirect Affiliate of Lessee.
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 Section 11.3 Assignment by City. The City shall have the right, in the City’s sole
discretion, to assign any of its rights under this Agreement (and in connection therewith, shall be
deemed to have delegate its duties), and upon any such assignment, Lessee agrees that Lessee shall
perform its obligations under this Agreement in favor of such assignee.

 Section 11.4 Encumbrances. Lessee shall not encumber or permit the
encumbrance of the City’s title to the Leased Premises. Lessee shall not encumber or permit the
encumbrance of Lessee’s leasehold interest in the Leased Premises, the Improvements, or any of
Lessee’s rights under this Agreement without the City’s prior written consent, which may be granted
or withheld in the City’s sole discretion. Lessee shall not record this Agreement or any document
or interest relating thereto. Any purported encumbrance of rights in violation of this Section 11.4
is void.

 ARTICLE XII
 MISCELLANEOUS PROVISIONS

 Section 12.1 Notices. Any notices to be given pursuant to this Agreement shall
 be sufficient if given by a writing deposited in the United States mails, certified mail or
 registered mail, return receipt requested, postage prepaid, by commercial courier, provided
 the courier’s regular business is delivery service and provided further that it guarantees
 delivery to the addressee by the end of the next business day following the courier’s receipt
 from the sender, by email (provided the electronic process used is reasonably secure and not
 easily susceptible to manipulation and that if notice is delivered by email, notice must also
 be delivered by one of the other methods described above unless the recipient or its counsel
 waives for foregoing) addressed as follows:

 To the City: To Lessee:
 City of Burlington Beta Technologies, Inc.
 Attn: Office of the City Attorney Attn: CEO & OOO
 City Hall, 149 Church St. 1150 Airport Drive
 Burlington, VT 05401 South Burlington, VT 05403
 Email: [ ] Email: [ ]

 with a copy to: with a copy to:
 Patrick Leahy Burlington International Airport Beta Technologies, Inc.
 Attn: Director of Aviation Attn: General Counsel
 1200 Airport Drive 1150 Airport Drive
 South Burlington, VT 05403 South Burlington, VT 05403
 Email: [ ] Email: [ ]


 or to such other address as the addressee may designate in writing by notice to the other Party
 delivered in accordance with the provisions of this Section 12.1. Any such notice or other
 communication shall be deemed given: (i) if mailed, three days after being deposited in the mail,
 properly addressed and with postage prepaid; (ii) if sent by courier, the next day after being
 deposited with the courier, properly addressed and with prepaid; (iii) if sent by email, when
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 transmitted, provided that the sender does not receive an automated delivery failure or “out of
 office” message.

 Section 12.2 No Waiver. The waiver by the City of any breach of any term,
 covenant, or condition herein contained shall not be deemed to be a waiver of such term,
 covenant or condition or any subsequent breach of the same or any other term, covenant or
 condition herein contained. The subsequent acceptance of Rent hereunder by the City shall
 not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant, or
 condition of this Agreement, other than the failure of Lessee to pay the particular Rent so
 accepted, regardless of the City’s knowledge of such preceding breach at the time of
 acceptance of such Rent.
 Section 12.3 Lessee’s Subordination. The City represents and warrants to Lessee
 that there are no mortgages, trust indentures, or other security interests encumbering the
 Leased Premises as of the Effective Date. Lessee hereby subordinates and makes this
 Agreement inferior to all future mortgages, trust indentures, or other security interest of the
 City or the City’s successor in interest. Lessee shall execute and deliver any documents
 required to evidence and perfect such subordination, provided that the holders or
 beneficiaries under such mortgages, trust indentures, or other security interests provide, for
 the benefit of Lessee, a non-disturbance agreement in a commercially reasonable form.

 Section 12.4 Relocation. In the event that proper, planned, and orderly development of
the Airport shall require that the City devote any part of the Leased Premises to a different use than
that contemplated by this Agreement, or in the case of an emergency, the City shall have the right—
upon sixty (60) days’not less than three (3) years’ advance written notice to Lessee and without cost
or expense to Lessee—to relocate all or part of the Leased Premises. Said relocated premises shall
be of no less area, as conveniently located as is reasonable considering all demands for space at
the Airport, and shall be replacement premises of the same or substantially similar quality as those
premises vacated. All of Lessee’s fixed improvements shall, without cost or expense to Lessee, be
relocated or replaced on said relocated premises. All terms and conditions of this Agreement, except
the description of the Leased Premises, shall apply to said relocated premises.

 Section 12.5 Subordination to Grant Assurances. This Agreement shall be subject
and subordinate to the provisions of any existing or future agreements between the City and the
United States of America, relative to the operation and maintenance of the Airport, the terms and
execution of which have been or may be required as a condition precedent to the expenditure or
reimbursement to the City of federal funds for the development of the Airport (“Grant Assurances”).
In the event that this Agreement, either on its own terms or by any other reason, conflicts with or
violates any such Grant Assurances, the City has the right to amend, alter or otherwise modify the
terms of this Agreement in order to resolve such conflict or violation.

 Section 12.6 Non-Interference With Operation of the Airport. Lessee expressly agrees
for itself, its successors and assigns, and all other Lessee’s Associates that Lessee shall not conduct
operations in or on the Leased Premises in a manner that (i) interferes or might interfere with Airport
operations or the reasonable use by others of other leased spaces or common facilities at the Airport,
(ii) hinders or might hinder police, fire fighting, or other emergency personnel in the discharge of
their duties, (iii) would or would be likely to constitute a hazardous condition at the Airport, (iv)
would or would be likely to increase the premiums for insurance policies maintained by the City
unless such operations are not otherwise prohibited hereunder and Lessee pays the increase in
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Assurance; (vi) would contradict or violate any Applicable Laws or Regulations, directive, or similar
restriction issued by any Governmental Authority having jurisdiction over the Airport, including
the City, FAA, Homeland Security, TSA, and Customs and Border Patrol, or (vii) would involve
any illegal purposes, (viii) directly or indirectly interferes with the operation by the City or the FAA
of air navigational, communication, or flight equipment on the Airport. In the event this covenant
is breached, the City reserves the right, after prior written notice to Lessee, to enter upon the Leased
Premises and cause the abatement of such interference at the expense of Lessee. The City shall have
the right to take any action it considers necessary to protect aerial approaches of the Airport against
obstructions, together with the right to prevent Lessee from erecting or permitting or causing to be
erected any building or other structure which, in the sole opinion of the City, would limit the
usefulness of the Airport or constitute a hazard to aircraft. In the event of a breach in Airport security
caused by Lessee, resulting in fine or penalty to the City of which Lessee has received prior written
notice, such fine or penalty will be charged to Lessee.

 Section 12.7 Emergency Closures. During time of war or national emergency, the City
shall have the right to enter into an agreement with the United States Government for military or
naval use of part or all of the landing area, the publicly-owned air navigation facilities, and/or other
areas or facilities of the Airport. If any such agreement is executed, the provisions of this
Agreement, insofar as they are inconsistent with provisions of the agreement with the United States
Government, will be suspended.
Lessee must comply with all local, state, federal orders, directives, regulations, guidance,
advisories during public emergencies. Public emergencies include, but are not limited to, national,
state and local security emergencies; public health emergencies and pandemics; evacuations;
chemical spills; shelter-in-place alerts; severe weather advisories; boil water advisories; and
roadway interruptions. Lessee’s failure to comply with any local, state, federal orders, directives,
regulations, guidance, or advisories during a public emergency shall constitute a breach of this
Agreement. The City shall have sole discretion in determining if Lessee is compliant with the
above. If a public emergency is declared, the City will not be responsible for any expenses or
losses incurred as a result of any public emergency.

 Section 12.8 Interpretation.

 A. References in the text of this Agreement to articles, sections or exhibits pertain to
 articles, sections or exhibits of this Agreement, unless otherwise specified.

 B. The terms “hereby,” “herein,” “hereof,” “hereto,” “hereunder” and any similar
 terms used in this Agreement refer to this Agreement. The term “including” shall not be construed
 in a limiting nature, but shall be construed to mean “including, without limitation.”

 C. Words importing persons shall include firms, associations, partnerships, trusts,
 corporations, and other legal entities, including public bodies, as well as natural persons.

 D. Any headings preceding the text of the articles and sections of this Agreement, and
 any table of contents or marginal notes appended to copies hereof, shall be solely for convenience
 of reference and shall not constitute a part of this Agreement, nor shall they affect the meaning,
 construction or effect of this Agreement.

 E. Words importing the singular shall include the plural and vice versa. Words of the
 masculine gender shall be deemed to include correlative words of the feminine and neuter genders.
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 Section 12.9 Force Majeure. No act or event, whether foreseen or unforeseen, shall
operate to excuse Lessee from the prompt payment of Rent or any other amounts required to be
paid under this Agreement. If the City (or Lessee in connection with obligations other than
payment obligations) is delayed or hindered in any performance under this Agreement by a Force
Majeure Event, such performance shall be excused to the extent so delayed or hindered during the
time when such Force Majeure Event is in effect, and such performance shall promptly occur or
resume thereafter at the expense of the Party so delayed or hindered. The Parties shall have the duty
to take reasonable actions to mitigate or prevent further delays or losses resulting from such Force
Majeure Event. Lessee hereby releases the City from any and all liability, whether in contract or
tort (including strict liability and negligence) for any loss, damage or injury of any nature
whatsoever sustained by Lessee or Lessee’s Associates during the Term, including, but not limited
to, loss, damage or injury to the aircraft or other personal property of Lessee that may be located or
stored in the Leased Premises due to a Force Majeure Event.

 Section 12.10 City’s Limitation of Liability. The City shall not be liable to Lessee or
Lessee’s Associates for any damages or loss caused to them or their property by any of the
following: water, rain, wind, snow ice, sleet, hail, fire, storms, earthquake, volcanic eruption, or any
other weather event or condition outside of the City’s control; any Airport tenant, user, operator, or
any other third party; or by breakage, stoppage, or leakage of utilities on or adjacent to the Leased
Premises. In the event of damage or destruction to the Leased Premises, the City is under no
obligation to provide substitute space o property to Lessee.

 Section 12.11 Governing Law and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Vermont, without giving effect to such
jurisdiction's principles of conflict of laws. The Parties consent to and submit to in personam
jurisdiction and venue in the State of Vermont, County of Chittenden, and in the U.S. District Court
for the District of Vermont. The Parties assert that they have purposefully availed themselves of
the benefits of the laws of the State of Vermont and waive any objection to in personam jurisdiction
on the grounds of minimum contacts, waive any objection to venue, and waive any plea of forum
non conveniens. This consent to and submission to jurisdiction is with regard to any action related
to this Agreement, regardless of whether the Parties’ actions took place in the State of Vermont or
elsewhere in the United States.

 Section 12.12 Amendments and Waivers. No amendment to this Agreement shall be
binding on the City or Lessee unless reduced to writing and signed by both Parties. No provision
of this Agreement may be waived, except pursuant to a writing executed by the Party against whom
the waiver is sought to be enforced.

 Section 12.13 Severability. If any provision of this Agreement is determined to be invalid,
illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and
effect if both the economic and legal substance of the transactions that this Agreement contemplates
are not affected in any manner materially adverse to any Party. If any provision of this Agreement
is held invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this
Agreement to fulfill as closely as possible the original intents and purposes of this Agreement.

 Section 12.14 Merger. This Agreement constitutes the final, complete, and exclusive
agreement between the Parties on the matters contained in this Agreement. All prior and
contemporaneous negotiations and agreements between the Parties on the matters contained in this
Agreement are expressly merged into and superseded by this Agreement. In entering into this
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Agreement, neither Party has relied on any statement, representation, warranty, nor agreement of
the other Party except for those expressly contained in this Agreement.

 Section 12.15 Relationship of Parties. This Agreement does not create any
partnership, joint venture, employment, or agency relationship between the Parties. Nothing in this
Agreement shall confer upon any other person or entity any right, benefit, or remedy of any nature.

 Section 12.16 Further Assurances. Each Party shall execute any document or take any
action that may be necessary or desirable to consummate and make effective a performance that is
required under this Agreement.

 Section 12.17 Governmental Immunity and Limitations on Liability. Lessee is hereby
advised that any claims made by Lessee against the City, its officers, directors, employees,
contractors, or volunteers shall be subject to the limitations set forth 12 V.S.A.
§ 5601, as the same may be amended from time to time. Nothing in this Agreement shall be
construed to waive or limit any governmental or sovereign immunity the City may have, from any
claim whatsoever, under statute or judicial precedent.

 Section 12.18 Notice of Lease. The Parties will at any time, at the request of either one,
promptly execute multiple originals of an instrument, in recordable form which will constitute a
notice of lease, setting forth the information required by 27 V.S.A. § 341(c). The City shall, upon
request of Lessee, promptly execute and deliver to Lessee any transfer tax returns, affidavits or other
documents which shall be required by any recording office as a condition of recording such
memorandum or notice of this Agreement. Lessee shall be responsible for all recording fees and
other recording costs, including recording taxes, related to the recording of the memorandum or
notice of this Agreement.

 Section 12.19 No Discrimination. In addition to the federal clauses in Section
12.20, Lessee, for itself, its representatives, successors, and assigns, does hereby covenant and agree
that no person on the grounds of political or religious affiliation, race, color, national origin, place
of birth, ancestry, age, sex, sexual orientation, gender identity, marital status, veteran status,
disability, HIV positive status, genetic information or other protected classification shall be excluded
from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use
of Lessee’s facilities pursuant to its operations hereunder. Lessee shall comply with all the
requirements of Title 21, V.S.A., Chapter 5, Subchapter 6 and 7, relating to fair employment
practices, to the extent applicable. All subcontracts permitted hereunder shall include reference to
the above.

 Section 12.20 Required Federal Clauses. Lessee shall comply, and shall cause Lessee’s
 Associates to comply, with all Laws and Regulations, including all of the required federal clauses
 in this Section 12.20.A. During the performance of this Agreement, Lessee, for itself, its
 assignees, and successors in interest, agrees as follows:

 (i) Compliance with Regulations: Lessee will comply with the Title VI List of
 Pertinent Nondiscrimination Acts And Authorities, as they may be amended
 from time to time, which are herein incorporated by reference and made a part
 of this Agreement.


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 (ii) Non-discrimination: Lessee, with regard to the work performed by it during
 the term of this Agreement, will not discriminate on the grounds of race, color,
 national origin (including limited English proficiency), creed, sex (including
 sexual orientation and gender identity), age, or disability in the selection and
 retention of contractors, including procurements of materials and leases of
 equipment. Lessee will not participate directly or indirectly in the
 discrimination prohibited by the Nondiscrimination Acts and Authorities,
 including employment practices when the contract covers any activity, project,
 or program set forth in Appendix B of 49 CFR Part 21.

 (iii)Information and Reports: Lessee will provide all information and reports
 required by the Acts, the Regulations, and directives issued pursuant thereto and
 will permit access to its books, records, accounts, other sources of information,
 and its facilities as may be determined by the sponsor or the FAA to be pertinent
 to ascertain compliance with such Nondiscrimination Acts and Authorities and
 instructions. Where any information required of Lessee is in the exclusive
 possession of another who fails or refuses to furnish the information, Lessee
 will so certify to the City or the FAA, as appropriate, and will set forth what
 efforts it has made to obtain the information.

 (iv)Sanctions for Noncompliance: In the event of Lessee’s noncompliance with
 the Non-discrimination provisions of this Agreement, the City will impose such
 sanctions as it or the FAA may determine to be appropriate, including, but not
 limited to cancelling, terminating, or suspending the Agreement, in whole or in
 part.

 (v) Incorporation of Provisions: Lessee will include the provisions of
 paragraphs (i) through (iv) of this Section 12.20(A) in every contract, including
 procurements of materials and leases of equipment, unless exempt by the Acts,
 the Regulations and directives issued pursuant thereto. Lessee will take action
 with respect to any contract or procurement as the City or the FAA may direct
 as a means of enforcing such provisions including sanctions for
 noncompliance. Provided, that if Lessee becomes involved in, or is threatened
 with litigation by a contractor, or supplier because of such
 direction, Lessee may request the City to enter into
 any litigation to protect the interests of the City. In addition, Lessee
 may request the United States to enter into the litigation to protect the
 interests of the United States.

 B. Lessee for itself, its heirs, personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running
with the land that in the event facilities are constructed, maintained, or otherwise operated on the
property described in this Agreement for a purpose for which a FAA activity, facility, or program
is extended or for another purpose involving the provision of similar services or benefits, Lessee
will maintain and operate such facilities and services in compliance with all requirements imposed
by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination
Authorities (as may be amended) such that no person on the grounds of race, color, or national
origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to
discrimination in the use of said facilities.
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 C. Lessee for itself, its heirs, personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running
with the land that (1) no person on the ground of race, color, or national origin, will be excluded
from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use
of said facilities, (2) that in the construction of any improvements on, over, or under such land, and
the furnishing of services thereon, no person on the ground of race, color, or national origin, will
be excluded from participation in, denied the benefits of, or otherwise be subjected to
discrimination, and (3) that Lessee will use the Leased Premises in compliance with all other
requirements imposed by or pursuant to the List of Nondiscrimination Acts and Authorities.

 D. During the performance of this Agreement, Lessee agrees to comply with the
following non-discrimination statutes and authorities; including but not limited to:

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

 (ii) 49 CFR Part 21 (Non-discrimination In Federally-Assisted Programs of The
 Department of Transportation—Effectuation of Title VI of The Civil Rights
 Act of 1964);

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

 (iv)Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as
 amended, (prohibits discrimination on the basis of disability); and 49 CFR
 Part 27;

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

 (vi)Airport and Airway Improvement Act of 1982, (49 USC § 471, Section
 47123), as amended, (prohibits discrimination based on race, creed, color,
 national origin, or sex);

 (vii) The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the
 scope, coverage and applicability of Title VI of the Civil Rights Act of
 1964, The Age Discrimination Act of 1975 and Section 504 of the
 Rehabilitation Act of 1973, by expanding the definition of the terms
 “programs or activities” to include all of the programs or activities of the
 Federal-aid recipients, sub- recipients and contractors, whether such
 programs or activities are Federally funded or not);

 (viii) Titles II and III of the Americans with Disabilities Act of 1990, which prohibit
 discrimination on the basis of disability in the operation of public entities,
 public and private transportation systems, places of public accommodation,
 and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by
 Department of Transportation32regulations at 49 CFR Parts 37 and 38;
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 (ix)The FAA’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits
 discrimination on the basis of race, color, national origin, and sex);

 (x) Executive Order 12898, Federal Actions to Address Environmental Justice in
 Minority Populations and Low-Income Populations, which ensures non-
 discrimination against minority populations by discouraging programs,
 policies, and activities with disproportionately high and adverse human health
 or environmental effects on minority and low-income populations;

 (xi)Executive Order 13166, Improving Access to Services for Persons with
 Limited English Proficiency, and resulting agency guidance, national origin
 discrimination includes discrimination because of limited English proficiency
 (LEP). To ensure compliance with Title VI, you must take reasonable steps to
 ensure that LEP persons have meaningful access to your programs (70 Fed.
 Reg. at 74087 to 74100); and

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

 E. In all its activities within the scope of its airport program, Lessee agrees to comply
with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent
Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race,
color, national origin (including limited English proficiency), creed, sex (including sexual
orientation and gender identity), age, or disability be excluded from participating in any activity
conducted with or benefiting from Federal assistance. This provision is in addition to that required
by Title VI of the Civil Rights Act of 1964. If Lessee transfers its obligation to another, the
transferee is obligated in the same manner as Lessee. The above provision obligates Lessee for
the period during which the property is owned, used or possessed by Lessee and the airport remains
obligated to the FAA.

 F. In the event of breach of any of the above Nondiscrimination covenants, the City
will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and
facilities thereon, and hold the same as if the Agreement had never been made or issued.

 G. This Agreement incorporates by reference the provisions of 29 CFR Part 201, the
Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text.
The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full
and part time workers. Lessee has full responsibility to monitor compliance to the referenced
statute or regulation. Lessee must address any claims or disputes that arise from this requirement
directly with the U.S. Department of Labor – Wage and Hour Division.

 H. This Agreement incorporates by reference the requirements of 29 CFR Part 1910
with the same force and effect as if given in full text. Lessee must provide a work environment
that is free from recognized hazards that may cause death or serious physical harm to the employee.
Lessee retains full responsibility to monitor its compliance and any sublessee’s compliance with
the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part

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 1910). Lessee must address any claims or disputes that pertain to a referenced requirement directly
 with the U.S. Department of Labor – Occupational Safety and Health Administration.

 I. Lessee agrees that it shall insert the above eight provisions (Section 12.20(A)
 through (H)) in any agreement by which said Lessee grants a right or privilege to any person, firm,
 or corporation to render accommodations and/or services to the public on the Leased Premises
 herein leased or owned.

 J. Lessee agrees to comply with the notification and review requirements covered in
 Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned
 for the Leased Premises, or in the event of any planned modification or alteration of any present
 or future building or structure situated on the Leased Premises.

 Section 12.21 Condemnation.

 A. In the event of a condemnation or a taking by the use of eminent domain of all or
 any part of the Leased Premises, all proceeds of such condemnation or taking shall be apportioned
 to Lessee and the City as follows:

 (i) The amount awarded for the taking of the Leased Premises shall belong to the
 City.

 (ii) Lessee shall have the right to recover such compensation as may be awarded
 on account of the value of the Improvements owned and/or made by Lessee
 for the remainder of the Term, for moving and relocating expenses, for the
 value of its property interest and business conducted on the Leased Premises
 including but not limited to the loss, if any, sustained by Lessee as a result of
 the termination of this Agreement for loss of business, fixtures, goodwill,
 moving expenses and attorneys’ fees and costs, and for any other damages
 sustained by Lessee as a result of such condemnation, provided that Lessee
 may not pursue the City for any such costs unless the City is the entity
 condemning or taking the Improvements.

 B. If the condemnation or taking by eminent domain is such that Lessee cannot
reasonably conduct its business, then at Lessee’s option, the Agreement may be terminated upon
sixty (60) days prior written notice to the City. In the event of a partial condemnation of the Leased
Premises, this Agreement shall not be terminated, provided there should be an equitable reduction
in the amount of Rent payable under this Agreement.

 Section 12.22 Public Records Act. Any and all records submitted to the City, whether
electronic, paper, or otherwise recorded, are subject to the Vermont Public Records Act. The
determination of how those records must be handled is solely within the purview of the City. All
records considered to be trade secrets, as that term is defined by subsection
317(c)(9) of the Vermont Public Records Act, shall be identified, as shall all other records
considered to be exempt under the Vermont Public Records Act. It is not sufficient to merely
state generally that the proposal is proprietary or a trade secret or is otherwise exempt. Particular
records, pages, or sections that are believed to be exempt must be specifically identified as such
and must be separated from other records with a convincing explanation and rationale sufficient to

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justify each exemption from release consistent with Section 317 of Title 1 of the Vermont Statutes
Annotated.

 Section 12.23 Livable Wage Ordinance. Lessee shall comply with all applicable
requirements of the City’s Livable Wage Ordinance, B.C.O. 21-80 et seq (“LWO”), in connection
with this Agreement. Among other things, Lessee shall pay all “covered employees” as defined in
the LWO (including the covered employees of contractors and subcontractors) a livable wage, as
determined or adjusted annually by the City, and shall provide paid time off during the entirety of
the Term pursuant to the requirements of the LWO, to the extent such requirements are applicable
to Lessee’s activities.

 Section 12.24 Outsourcing Ordinance. Lessee shall comply with, and cause its officers,
directors, employees, contractors, subcontractors, permitted sublessees, and other representatives to
comply with, the City of Burlington’s Outsourcing Ordinance, B.C.O. §§ 21-90 – 21-93, in carrying
out its rights and obligations under this Agreement.


 Section 12.25 Union Deterrence Ordinance. Lessee shall comply with, and cause its
officers, directors, employees, contractors, subcontractors, permitted sublessees, and other
representatives to comply with, the City of Burlington’s Union Deterrence Ordinance, B.C.O. §§
21-100 et seq., in carrying out its rights and obligations under this Agreement.

 Section 12.26 Casualty. In the event of a casualty to the Existing Facilities or
Improvements on the Leased Premises, the City shall promptly rebuild or repair the Leased
Premises. All proceeds of the insurance policy of the City covering the casualty shall be applied
first to the repair and restoration of the Existing Facilities and the Property, and any insurance
proceeds in excess of the amounts required to repair and/or restore the Existing Facilities and the
Property shall be apportioned freely to the City. All proceeds of the insurance policy of the Lessee
covering the casualty to the Improvements shall be applied first to the repair and restoration of the
Improvements, and any insurance proceeds in excess of the amounts required to repair and/or restore
the Improvements shall be apportioned freely to Lessee. If the casualty is such that Lessee cannot
reasonably conduct its business, then at Lessee’s option, the Agreement may be terminated upon
sixty (60) days prior written notice to the City. In the event of a partial casualty of the Leased
Premises, this Agreement shall not be terminated, provided there should bethat Lessee can
reasonably conduct its business and there is an equitable reduction in the amount of Rent payable
under this Agreement. Lessee shall not be required to rebuild or repair any Improvements located
on the Leased Premises but may do so at its option.

 Section 12.27 Cooperation. The Parties shall make their designated representative available
to meet within a reasonable time to discuss issues relating to the Agreement or the Leased Premises.

 Section 12.28 No Third-Party Beneficiaries. This Agreement is made for the sole and
exclusive benefit of the City and Lessee, and is not made for the benefit of any third party.

 Section 12.29 Authority. The persons signing this Agreement hereby warrant that they
have full authority to sign this Agreement on behalf of the respective Parties.

 Section 12.30 Entire Agreement. This Agreement constitutes the entire agreement of the
parties regarding the matters described herein, and any representations or understandings not
included herein shall have no effect. 35
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 Section 12.31 Commissions and Fees. The Parties warrant and represent to each other
that they have no knowledge of any real estate broker or agent to whom a commission may be payable
as a result of this transaction or any such knowledge of any finder’s fees or commissions related
thereto, except Donahue & Associates (the “Broker”). The City shall be solely responsible for
paying the Broker any and all real estate commissions and/or fees associated with this Agreement.
The Parties shall indemnify and hold harmless the other for all claims or demands of any other real
estate agent or broker claiming by, through, or under such party, which indemnification shall also
include payment of costs and attorneys’ fees incurred by a party in defense of a claim for such real
estate commissions or fees.

 [SIGNATURE PAGES FOLLOW]




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NONAERONAUTICAL FACILITY LEASE AGREEMENT



 between



 THE CITY OF BURLINGTON, VERMONT



 and



 BETA TECHNOLOGIES, INC.




 dated as of

 June 10, 2025




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 TABLE OF CONTENTS
 Page No.

Article I DEFINTIONS .................................................................................................................1

 Section 1.1 Definitions..........................................................................................................1

Article II LEASE OF LEASED PREMISES; TERM ................................................................4

 Section 2.1 Lease of Leased Premises ..................................................................................4
 Section 2.2 Parking ...............................................................................................................4
 Section 2.3 Term ...................................................................................................................5
 Section 2.4 Holding Over; Rights at Expiration ...................................................................5
 Section 2.5 City’s Right of Entry..........................................................................................5
 Section 2.6 Ownership of Leased Premises ..........................................................................6

Article III RENTAL; SECURITY DEPOSIT .............................................................................6

 Section 3.1 Rent ....................................................................................................................6
 Section 3.2 Insufficient Funds Charge ..................................................................................7
 Section 3.3 Time and Place of Payments ..............................................................................7
 Section 3.4 Electronic Payment ............................................................................................7
 Section 3.5 Failure to Pay Rent, Fees, or Charges ................................................................7
 Section 3.6 Security Deposit .................................................................................................7
 Section 3.7 Additional Rent ..................................................................................................7

Article IV OCCUPANCY, USE, AND CONDITIONS OF LEASED PREMISES .................8

 Section 4.1 Condition of Leased Premises ...........................................................................8
 Section 4.2 Construction of Improvements ..........................................................................8
 Section 4.3 Access ................................................................................................................9
 Section 4.4 Use of Leased Premises and License Area ........................................................9
 Section 4.5 No Unauthorized or Prohibited Use...................................................................9
 Section 4.6 Compliance with Laws ......................................................................................9
 Section 4.7 Permits and Licenses........................................................................................10
 Section 4.8 Payment of Taxes .............................................................................................10
 Section 4.9 No Liens ...........................................................................................................10
 Section 4.10 ADA .................................................................................................................10

Article V REPRESENTATIONS AND WARRANTIES .........................................................11

 Section 5.1 Representations by the City .............................................................................11
 Section 5.2 Representations by Lessee ...............................................................................11

Article VI OBLIGATIONS OF LESSEE ..................................................................................11

 Section 6.1 Plans and Specifications ..................................................................................11
 Section 6.2 Operations and Maintenance............................................................................11


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 Section 6.3 Utilities.............................................................................................................12
 Section 6.4 Signs.................................................................................................................12
 Section 6.5 Security ............................................................................................................12
 Section 6.6 Obstruction Lights ...........................................................................................12
 Section 6.7 Trash, Garbage and Other Refuse ....................................................................12
 Section 6.8 Supervision ......................................................................................................12

Article VII ENVIRONMENTAL CONDITIONS ....................................................................12

 Section 7.1 General Conditions ..........................................................................................12
 Section 7.2 Obligations upon Termination; Remediation...................................................15
 Section 7.3 No Liability for Business Interruption .............................................................16
 Section 7.4 Environmental Indemnification .......................................................................16
 Section 7.5 Remedies Cumulative ......................................................................................17
 Section 7.6 Survival ............................................................................................................17

Article VIII OBLIGATIONS OF THE CITY ...........................................................................17

 Section 8.1 Delivery of Leased Premises ...........................................................................17
 Section 8.2 Access ..............................................................................................................17
 Section 8.3 Snow Removal .................................................................................................17

Article IX INSURANCE AND INDEMNIFICATION.............................................................17

 Section 9.1 Insurance ..........................................................................................................17
 Section 9.2 Lessee’s Indemnification and Duty to Pay Damages. .....................................20
 Section 9.3 Performance Bond and Payment Bond ............................................................21

Article X DEFAULT AND REMEDIES ....................................................................................21

 Section 10.1 Termination by the City ...................................................................................21
 Section 10.2 Termination by Lessee .....................................................................................23
 Section 10.3 Survival ............................................................................................................23

Article XI ASSIGNMENT AND SUBLEASING ......................................................................23

 Section 11.1 Assignment by Lessee......................................................................................23
 Section 11.2 Subleasing by Lessee .......................................................................................24
 Section 11.3 Assignment by City..........................................................................................24
 Section 11.4 Encumbrances ..................................................................................................24

Article XII MISCELLANEOUS PROVISIONS .......................................................................25

 Section 12.1 Notices .............................................................................................................25
 Section 12.2 No Waiver ........................................................................................................25
 Section 12.3 Lessee’s Subordination ....................................................................................26
 Section 12.4 Relocation ........................................................................................................26
 Section 12.5 Subordination to Grant Assurances .................................................................26


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Section 12.6 Non-Interference With Operation of the Airport .............................................26
Section 12.7 Emergency Closures ........................................................................................27
Section 12.8 Interpretation ....................................................................................................27
Section 12.9 Force Majeure ..................................................................................................27
Section 12.10 City’s Limitation of Liability ...........................................................................28
Section 12.11 Governing Law and Venue ..............................................................................28
Section 12.12 Amendments and Waivers ...............................................................................28
Section 12.13 Severability ......................................................................................................28
Section 12.14 Merger ..............................................................................................................29
Section 12.15 Relationship of Parties .....................................................................................29
Section 12.16 Further Assurances...........................................................................................29
Section 12.17 Governmental Immunity and Limitations on Liability ....................................29
Section 12.18 Notice of Lease ................................................................................................29
Section 12.19 No Discrimination............................................................................................29
Section 12.20 Required Federal Clauses ................................................................................29
Section 12.21 Condemnation ..................................................................................................33
Section 12.22 Public Records Act ..........................................................................................34
Section 12.23 Livable Wage Ordinance .................................................................................34
Section 12.24 Outsourcing Ordinance ....................................................................................34
Section 12.25 Union Deterrence Ordinance ...........................................................................34
Section 12.26 Casualty............................................................................................................34
Section 12.27 Cooperation ......................................................................................................35
Section 12.28 No Third-Party Beneficiaries ...........................................................................35
Section 12.29 Authority ..........................................................................................................35
Section 12.30 Entire Agreement .............................................................................................35
Section 12.31 Commissions and Fees .....................................................................................35




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 NONAERONAUTICAL FACILITY LEASE AGREEMENT

 THIS NONAERONAUTICAL FACILITY LEASE AGREEMENT (this “Agreement”)
effective as of this _________ day of _____________________________, 2025 (the “Effective
Date”), by and between the CITY OF BURLINGTON, VERMONT, a municipal corporation
under the laws of the State of Vermont, located in Chittenden County, Vermont (the “City”), and
BETA TECHNOLOGIES, INC., a Delaware corporation (“Lessee” and, together with the City,
the “Parties” and each a “Party”).

 RECITALS

 WHEREAS, the City is the owner and operator of the Patrick Leahy Burlington
International Airport in South Burlington, Vermont (the “Airport”);

 WHEREAS, the City has the right, title and interest in and to the real property on the
Airport, together with the facilities, easements, rights, licenses, and privileges hereinafter granted,
and has full power and authority to enter into this Agreement in respect thereof;

 WHEREAS, the City owns that certain real property and facilities located within the
Airport legally described and/or depicted on Exhibit A attached hereto and made part hereof,
which has an address of 25 Customs Drive, South Burlington, Vermont 05403 and consists of a
parcel of land measuring approximately 36,060 square feet, more or less, (the “Property”) upon
which is located a facility measuring 15,680 square feet, more or less, together with its existing
appurtenances, fixtures, and equipment (“Existing Facilities”) (collectively the Property and the
Existing Facilities, are referred to herein as the “Leased Premises”);

 WHEREAS, the City desires to lease the Leased Premises to Lessee for nonaeronautical
administrative and light manufacturing purposes related to Lessee’s aeronautical business at the
Airport; and

 WHEREAS, the Parties hereto wish to memorialize their agreement herein and they agree
as follows:

 AGREEMENT

 NOW, THEREFORE, in consideration of the foregoing Recitals, which by this reference
are hereby incorporated into this Agreement, and the mutual covenants contained in this
Agreement, the Parties hereto hereby agree as follows:

 ARTICLE I
 DEFINTIONS

 Section 1.1 Definitions.

 A. “Agreement” shall have the meaning set forth in the Preamble.

 B. “Airport” shall mean the Patrick Leahy Burlington International Airport located in
South Burlington, Vermont.

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 C. “Airport Rules and Regulations” shall mean all Airport rules, regulations, and
policies adopted by the City, including but not limited to the Airport rules and regulations in
Appendix E of the City Charter, as may be amended from time to time.

 D. “Applicable Laws and Regulations” shall mean any and all existing and future
federal, state, and local laws, rules, and regulations (as amended or otherwise modified from time
to time) that are applicable to this Agreement, Lessee’s construction of the Improvements, and
Lessee’s use, occupancy, or operations at the Leased Premises, which include, but are not limited
to, all laws, statutes, ordinances, regulations, rules, orders, writs, judgments, decrees, injunctions,
directives, rulings, guidelines, standards, codes, policies, common law, and other pronouncements
of any kind having the effect of law that may be applicable at any time during the Term, including,
but not limited to, the Airport Rules and Regulations, the Grant Assurances, master plans and
zoning codes, Environmental Laws, any and all plans and programs developed in compliance with
such requirements.

 E. “Authorized Use” shall mean the nonaeronautical use and occupancy of the Leased
Premises by Lessee to: (i) construct and/or install the Improvements in order to renovate the
Existing Facilities in accordance with the Plans and Specifications, including but not limited to the
completion of office and manufacturing spaces to support Lessee’s operations on the Airport; (ii)
conduct administrative and light manufacturing activities related to Lessee’s operations at the
Airport, and to conduct other nonaeronautical activities in support of such operations; and (iii) to
otherwise perform any of Lessee’s obligations, rights, or privileges set forth in this Agreement
upon the Leased Premises, subject to the terms and conditions herein.

 F. “Base Rent” shall have the meaning set forth in Section 3.1(A) herein.

 G. “City” shall mean the City of Burlington, Vermont, a municipal corporation under
the laws of the State of Vermont, located in Chittenden County, Vermont.

 H. “Cure Period” shall have the meaning set forth in Section 10.1(A).

 I. “Default” shall mean Lessee’s or the City’s breach of this Agreement as set forth in
Section 10.1(A) and Section 10.1D(B), respectively.

 J. “Electronic Payment” shall have the meaning set forth in Section 3.4 herein.

 K. “Electronic Payment Notice” shall have the meaning set forth in Section 3.4 herein.

 L. “Environmental Laws” shall mean all and include all applicable federal, state, local
statutes, ordinances, regulations and rules relating to environmental quality, health, safety,
contamination and clean-up, as they currently exist or may exist in the future, including, without
limitation, the Clean Air Act, 42 U.S.C. §7401 et seq.; the Clean Water Act, 33 U.S.C. §1251 et
seq., the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act, 7
U.S.C. §136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. §1401 et
seq.; the Noise Control Act, 42 U.S.C. §4901 et seq.; the Resource Conservation and Recovery
Act, 42 U.S.C. §6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984;
the Safe Drinking Water Act, 42 U.S.C. §300f et seq.; the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., as amended by the Superfund

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Amendments and Reauthorization Act, and the Emergency Planning and Community Right to
Know Act, and the Radon Gas and Indoor Air Quality Research Act; the Hazardous Material
Transportation Act, 49 U.S.C. §9601 et seq.; the Toxic Substance Control Act, 15 U.S.C. §2601 et
seq.; the Atomic Energy Act, 42 U.S.C. §2011 et seq.; and the Nuclear Waste Policy Act of 1982,
42 U.S.C. §1010 et seq.; all applicable environmental statutes of the State of Vermont, along with
the regulations adopted and guidelines promulgated pursuant thereto, and all local laws,
regulations, and ordinances insofar as they are equivalent or similar to the federal laws recited
above or purport to regulate Hazardous Materials, and judicial precedent of each of the foregoing.

 M. “Existing Facilities” shall have the meaning set forth in the Recitals.

 N. “FAA” shall mean the United States Federal Aviation Administration.

 O. “FF&E” shall mean movable furniture, fixtures, and other equipment that are not
permanently affixed to the Leased Premises.

 P. “Force Majeure Event” shall mean an act or event, whether foreseen or unforeseen,
that prevents a Party in whole or in part from performing as provided in this Agreement, that is
beyond the reasonable control of and not the fault of such Party, and that such Party has been
unable to avoid or overcome by exercising due diligence, and may include, but is not limited to,
acts of nature, pandemic, war, riots, strikes, accidents, fire, and changes in law.

 Q. “Governmental Authority” or “Governmental Authorities” shall mean any federal,
state, county, municipal, or other governmental entity (including but not limited to the City in its
governmental capacity), or any subdivision thereof, with authority over Lessee, Lessee’s
operations, the Authorized Use, the Airport, or aeronautical or nonaeronautical operations at or
with respect to the Airport.

 R. “Grant Assurances” shall have the meaning set forth in Section 12.5.

 S. “Hazardous Materials” 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 Environmental Laws.

 T. “Homeland Security” shall mean the United States Department of Homeland
Security.

 U. “Improvements” shall mean any and all buildings, structures, fixtures,
appurtenances, site work, site utilities, or other improvements, including tenant improvements, to
be located, installed, or constructed on the Leased Premises by Lessee to renovate the Existing
Facilities in accordance with the Plans and Specifications, but shall not include the Existing
Facilities.

 V. “Leased Premises” shall have the meaning set forth in the Recitals and as further
described and/or depicted in Exhibit A.

 W. “Lessee” shall have the meaning set forth in the Preamble.


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 X. “Lessee’s Associates” shall mean Lessee’s employees, officers, directors,
personnel, approved sublessees, contractors, subcontractors, suppliers, agents, invitees, and other
representatives.

 Y. “License Area” shall have the meaning set forth in Section 2.2.

 Z. “SIDA” shall mean the Secure Identification Display Area as designated by the
City.

 AA. “Term” shall mean the duration of time in which this Agreement is effective,
inclusive of the original term and any extensions thereof as specified in Section 2.3.

 BB. “Option Term” shall have the meaning set forth in Section 2.3.

 CC. “Plans and Specifications” shall have the meaning set forth in Section 6.1.

 DD. “Property” shall have the meaning set forth in the Recitals.

 EE. “Rent Adjustment Date” shall mean the date upon which Rent is adjusted pursuant
to Section 3.1(B).

 FF. “Rent” shall mean all amounts due and payable under this Agreement in accordance
with Section 3.1, including but not limited to Base Rent, any adjustments thereto, charges, fess,
and any interest accruing on the same.

 GG. “Rent Commencement Date” shall mean the date upon which Lessee shall
commence the payment of Rent, which shall be the earlier of the date that is (i) three (3) months
following Lessee’s receipt of a certificate of occupancy or (ii) nine (9) months from the Effective
Date.

 HH. “TSA” shall mean the United States Transportation Security Administration.

 II. “Year” as used in this Agreement shall mean the twelve-month period beginning on
the Effective Date, with successive years commencing on the anniversary of the Effective Date.

 ARTICLE II
 LEASE OF LEASED PREMISES; TERM

 Section 2.1 Lease of Leased Premises. The City hereby leases to Lessee, and
 Lessee hereby rents from the City for its exclusive use, the Leased Premises for and during
 the Term, upon and subject to the terms, provisions, and conditions set forth in this
 Agreement.

 Section 2.2 Parking. The City hereby grants to Lessee a non-exclusive license
 to use and allow Lessee’s Associates to use, for purposes related to the Authorized Use,
 twenty-six (26) parking spaces within the parking lot associated with and adjacent to the
 Leased Premises, which unassigned parking spaces shall be available twenty-four (24) hours
 per day, seven (7) days per week, on a first-come, first-serve basis (the “License Area”).

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 Section 2.3 Term. The term of this Agreement shall be for a period of five (5)
 years commencing on the Effective Date, and unless sooner terminated pursuant to the
 provisions of this Agreement (the “Term”). The Term may be extended by one (1) optional
 renewal for an additional five (5) years ( “Option Term”). Lessee shall submit a written
 request to exercise the Option Term to the City not more than one (1) year and not less than
 ninety (90) days prior to the scheduled expiration of the Term, and the City may grant or
 deny the Option Term in its reasonable discretion. Any reference to the “Term” herein shall
 be inclusive of the Option Term, if exercised and granted.

 Section 2.4 Holding Over; Rights at Expiration.

 A. Holding Over. If Lessee retains all or any portion of the Leased Premises after the
termination of the Term by lapse of time or otherwise, such holding over shall constitute the
creation of a tenancy at will with respect to such retained portion, terminable by the City at any
time upon thirty (30) days prior written notice to Lessee. Under such tenancy at will, Lessee agrees
to pay to the City as liquidated damages, and not as a penalty, One Hundred Fifty Percent (150%)
of the amount otherwise payable hereunder (at the level applicable for the immediately preceding
Rent Adjustment Date) that would have been due during the period of time Lessee remains in
possession of the Leased Property. All provisions of this Agreement shall remain in full force and
effect during such holdover period. The City’s acceptance of Rent after such termination shall not
result in a renewal of this Agreement, nor affect the City’s right of re-entry or any rights of the
City hereunder or as otherwise provided by law. If Lessee fails to vacate the Leased Premises
despite the City’s termination and demand(s) to vacate, Lessee shall indemnify and hold the City
harmless from all loss or liability including, without limitation, any claim made by any succeeding
lessee resulting from such failure to surrender, together with interest, reasonable attorney’s fees,
costs, and expenses.

 B. Ownership of Improvements Upon Termination. Upon the expiration or termination
of the Term, any Improvements and permanent fixtures on the Leased Premises shall immediately
become property of the City and no compensation will be paid by the City for any such
Improvements or fixtures. Lessee agrees that neither it nor any successor or assign of Lessee will
pursue or file any claim against the City claiming compensation for the cost of any Improvements
under a theory of condemnation inverse or otherwise or for any taking and further releases the City
from any claim, presently or in the future, of any damages related to this Section 2.4(B).

 C. Return of Premises. Upon the expiration or termination of the Term, Lessee shall
at its own expense: (i) deliver the Leased Premises to the City in as good a condition as of the
Effective Date (or if later improved, as so improved), the condition of the space prior to it being
delivered is documented in photos included in Exhibit B attached hereto, excepting only casualty,
condemnation, and normal wear and tear; (ii) remove all of Lessee’s personal property (including
its FF&E and trade fixtures, if any) and possessions from the Leased Premises. Lessee shall, at its
sole cost and expense, repair any damage to the Leased Premises caused by Lessee’s removal of
such personal property. Any of Lessee’s personal items remaining in or on the Leased Premises
after the expiration or termination of this Agreement shall be deemed abandoned by Lessee and
become the sole property of the City.

 Section 2.5 City’s Right of Entry.

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 A. Inspection of Leased Premises. The City, through its duly authorized agents, shall
have at any time the full and unrestricted right to enter the Leased Premises for the purpose of
periodic inspection for fire protection and maintenance and to investigate compliance with the
terms of this Agreement; provided that, except in the case of emergency, such right shall be
exercised upon reasonable prior notice to Lessee and with an opportunity for Lessee to have an
employee or agent present, and will not unreasonably interfere with Lessee’s Authorized Use of
the Leased Premises. Lessee shall provide the Director of Aviation with serviceable keys to all of
its facilities to permit the exercise of the City’s rights hereunder.

 B. Facility Maintenance. The City, through its duly authorized agents, shall have the
right to enter the Leased Premises, upon reasonable prior notice to Lessee and with an opportunity
for Lessee to have an employee or agent present, to (i) perform essential maintenance, repair,
relocation, or removal of existing underground or overhead facilities owned by the City, including
but not limited to wires, pipes, drains, cables, and conduits located on or across the Leased
Premises, and (ii) to construct, maintain, repair, relocate, and remove such facilities in the future
if necessary to carry out the master plan of development of the Airport, provided that such work
shall not unreasonably disrupt or unduly interfere with the Authorized Use or permitted operations
of Lessee. Nothing herein shall be construed to impose upon the City any obligations to construct
or maintain or to make repairs, replacements, alterations, or additions, or shall create any liability
for any failure to do so, except as otherwise set forth in Article VIII. Furthermore, nothing herein
shall be construed to lessen Lessee’s responsibilities under Section 6.2. The City shall not be liable
for any damage to the Leased Premises, any other property in Lessee’s possession, or any other
persons, improvements, or personal property located in or thereupon, other than to repair or remedy
such damage as may be occasioned by any activity undertaken by the City under this section.

 Section 2.6 Ownership of Leased Premises. The City and Lessee intend and
 hereby agree that the Leased Premises shall be and remain the property of the City during
 the entire term of this Agreement and thereafter.

 ARTICLE III
 RENTAL; SECURITY DEPOSIT

 Section 3.1 Rent. In consideration for the use of the Leased Premises herein
 granted, Lessee shall pay to the City the rental amounts as set forth below (the “Rent”).

 A. Base Rent. Beginning on the Rent Commencement Date, Lessee shall pay to the
City Rent equaling a total annual sum of TWO HUNDRED THOUSAND DOLLARS
($200,000.00), payable in equal monthly installments of SIXTEEEN THOUSAND SIX
HUNDRED AND SIXTY SIX DOLLARS AND SIXTY SIX CENTS ($16,666.66) (the “Base
Rent”).

 B. Rent Adjustment. Beginning in the second (2nd) Year of the Term, the Base Rent
shall be increased on each anniversary of the Effective Date during the Term (each a “Rent
Adjustment Date”) by two and one-half percent (2.5%) annually.




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 Section 3.2 Insufficient Funds Charge. There shall be an extra charge of
 THIRTY DOLLARS ($30.00) on any check returned by the bank for insufficient funds or
 account not existing.

 Section 3.3 Time and Place of Payments. Lessee shall pay the City Rent on a
 monthly basis without demand and in advance on or before the first (1st) day of each
 calendar month during the Term. If the Rent Commencement Date does not fall on the first
 (1st) day of a calendar month, Lessee shall pay to the City, on or before the Rent
 Commencement Date, Rent prorated for the first (1st) month of the Term. Lessee shall pay
 to the City Rent, Additional Rent, and all other amounts due and payable under this
 Agreement to the City by check, made at the office of the Director of Aviation, Burlington
 International Airport, located at 1200 Airport Drive #1, South Burlington, Vermont 05403,
 or in the manner otherwise prescribed by the City after written notice to Lessee.

 Section 3.4 Electronic Payment. Upon no less than thirty (30) days prior written
 notice to Lessee (the “Electronic Payment Notice”), the City shall have the right to require
 Lessee to make subsequent payments of Rent, any additional back rent, and other monies
 due pursuant to the terms of this Agreement by means of electronic funds transfer
 determined by the City in its sole and absolute discretion (the “Electronic Payment”). The
 Electronic Payment Notice shall set forth the proper bank ABA number, account number,
 and designation of the account to which such Electric Payment shall be made. Lessee shall
 promptly notify the City in writing of any additional information that will be required to
 establish and maintain Electronic Payment from Lessee’s bank or financial institution. The
 City shall have the right, after at least ten (10) days prior written notice to Lessee, to change
 the name of the depository for receipt of any Electronic Payment and to discontinue payment
 of any sum by Electronic Payment.

 Section 3.5 Failure to Pay Rent, Fees, or Charges. In the event Lessee fails to
 make timely payment of any Rent, fees, charges, or other amounts due and payable in
 accordance with the terms of this Agreement within ten (10) days of the date due, interest
 at the rate of two and one half percent (2.5%) shall accrue against the delinquent amounts
 from the date due until the date payment is received by the City. Notwithstanding the
 foregoing, the City shall not be prevented from utilizing the remedies under this Agreement
 or otherwise available at law or in equity to recover such delinquent amounts.

 Section 3.6 Security Deposit. Lessee shall deposit with the City upon the
 execution of this Agreement a sum equal to the first month’s Rent as a security deposit.

 Section 3.7 Additional Rent. Lessee shall pay as Additional Rent hereunder the
 following payments to the City in the manner prescribed herein.

 A. Real Estate Taxes. Lessee shall pay the City Lessee’s proportionate share of all real
estate taxes paid by the City assessed against the Leased Premises in the relevant real estate
assessment. Lessee’s proportionate share shall be calculated as the ratio that the total square
footage of the Leased Premises bears to the total square footage of all other land and buildings
included in the real estate assessment.



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 B. Casualty Insurance. Lessee shall pay the City Lessee’s proportionate share of all
casualty insurance paid by the City, including any premiums payable by the City covering the
building and improvements in which the Leased Premises is located.

 C. Payment. All payments required this Section 3.7 shall be made in monthly
installments by Lessee to the City on or before the first (1st) day of each calendar month, in
advance, in an amount estimated by the City as evidenced by a written notice thereof, together
with reasonable supporting documentation, delivered from the City to Lessee before the start of
each Year. Within thirty (30) days after the end of each Year, the City shall provide Lessee with a
statement (a “Reconciliation Statement”) showing in reasonable detail the actual amounts incurred
by the City during such Year. Lessee shall be entitled to inspect and examine and/or have a
reputable independent certified public accountant or other consultant, paid on a non-contingency
basis, selected by Lessee audit the books and records of the City relating to the determination of
the Reconciliation Statement. If Lessee disputes any amounts shown in the Reconciliation
Statement after concluding its audit, Lessee shall give the City a notice specifying in reasonable
detail the basis for Lessee’s disagreement and the amount of the Additional Rent payment refund
Lessee claims is due. Lessee’s notice shall be delivered within ten (10) days after the date Lessee
concludes its audit and no later than six (6) months after Lessee’s receipt of the Reconciliation
Statement. The Parties shall make good faith efforts to reach mutual agreement on the claims made
in Lessee’s notice. If the total amount paid by Lessee under this section for any Year during the
Term shall be less than the actual amount due from Lessee for such Year, Lessee shall pay to the
City the difference between the amount paid by Lessee and the actual amount due within ten (10)
days after (i) Lessee’s receipt of the Reconciliation Statement, (ii) the date Lessee concludes its
audit, or (iii) the Parties reach mutual agreement on the claims made in Lessee’s notice, as the case
may be. . If the total amount paid by Lessee hereunder for any Year of the Term shall exceed such
actual amount due from Lessee for such Year, such excess shall be credited against the next
monthly installment or installments of Additional Rent due from Lessee to the City hereunder or,
if such excess occurs in the last lease Year, it shall be promptly paid to Lessee. For the Years in
which this Agreement commences and terminates, the provisions of this section shall apply, and
Lessee’s liability for its proportionate share of any taxes and assessments and insurance premiums
for such Years shall be subject to a pro rata adjustment based on the number of days of said Years
during which the Term of this Agreement is in effect.

 ARTICLE IV
 OCCUPANCY, USE, AND CONDITIONS OF LEASED PREMISES

 Section 4.1 Condition of Leased Premises. Lessee accepts the Leased Premises
 and License Area subject to the City fulfilling the final turnover responsibilities outlined in
 Exhibit C attached hereto. Lessee releases the City and holds it and its officers, directors,
 employees, and agents harmless for any claims arising out of any condition of the Leased
 Premises or License Area.

 Section 4.2 Construction of Improvements.

 A. Construction of Improvements. Lessee shall have access to the Leased Premises
upon the Effective Date. Lessee shall design, build, construct, complete, and furnish
Improvements at its own expense. Lessee shall complete the construction of the Improvements in

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accordance with all governmental requirements, the Plans and Specifications, and all Applicable
Laws and Regulations. Lessee shall commence construction on the Improvements within sixty
(60) days of the Effective Date, and shall make reasonable efforts to complete the Improvements
and obtain a certificate of occupancy no later than nine (9) months from the Effective Date.

 B. Modifications. Except as set forth in the Plans and Specifications, Lessee shall not
make any structural or material modifications to the Leased Premises or the Improvements without
the prior written consent of the City, which consent shall not be unreasonably withheld. All such
modifications, once approved, shall comply with the requirements of this Agreement.

 Section 4.3 Access. Lessee and Lessee’s Associates may ingress and egress at
 all times across the common areas of the Airport (in the areas designated by the City, for
 the purposes for which they were designed, and as permitted by Applicable Laws and
 Regulations) on a non-exclusive basis and to the extent reasonably necessary for Lessee’s
 Authorized Use of the Leased Premises. Lessee shall comply, and shall cause Lessee’s
 Associates to comply, with any ground vehicle driver training program the City may require.
 During special events at the Airport, Lessee acknowledges that the standard operating
 procedure at the Airport may be altered such that egress and ingress to the Leased Premises
 may be altered by the City. The City will notify Lessee in writing of any special events or
 closures that will impede Lessee’s use of the Leased Premises, at least five (5) days prior to
 such alteration, and shall provide Lessee with a reasonable alternative for access to and from
 the Leased Premises. Lessee’s failure to comply with the altered procedure is a Default of
 this Agreement, which shall be subject to the Cure Period as set forth in Section 10.1(A) .

 Section 4.4 Use of Leased Premises and License Area. At all times during the
 Term, Lessee shall use the Leased Premises only for the Authorized Use subject to the terms
 and conditions of this Agreement. Additionally, Lessee shall only use, and permit
 Licensee’s Associates to use, the License Area for purposes related to Lessee’s Authorized
 Use of the Leased Premises.

 Section 4.5 No Unauthorized or Prohibited Use. Lessee and Lessee’s
 Associates shall use the Leased Premises and the Airport only for the Authorized Use and
 other purposes that are expressly authorized by this Agreement and shall not engage in any
 unauthorized or prohibited use of the same. Prohibited uses include, but are not limited to:
 restricting access on any road or other area that Lessee does not lease; placing waste
 materials on the Airport or disposing of such materials in violation of any Applicable Laws
 and Regulations; non-aeronautical uses that impede the aeronautical utility of the Airport;
 any use that would constitute a public or private nuisance or a disturbance or annoyance to
 other Airport users; driving a motor vehicle in a prohibited Airport location; the use of
 parking areas in a manner not authorized by the City; any use that would interfere with
 Airport operations, threaten the safety or efficiency of such operations or Airport users, or
 violate any Applicable Laws and Regulations; and any use that would be prohibited by or
 would impair coverage under either Party’s insurance policies or would cause an increase
 in the existing rate of insurance upon the Leased Premises.

 Section 4.6 Compliance with Laws. Lessee shall comply, and cause Lessee’s
 Associates to comply, with any and all Applicable Laws and Regulations and all permits

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 and licenses which may be necessary or required for the Authorized Use, including but not
 limited to the construction of the Improvements. Upon the City’s written request, Lessee
 shall verify, within a reasonable time, compliance with any Applicable Laws and
 Regulations.

 Section 4.7 Permits and Licenses. Lessee, at its sole cost and expense, shall
 obtain and maintain in current status all permits and licenses that are required under any
 Applicable Laws and Regulations in connection with this Agreement, including but not
 limited to the Authorized Use, Lessee’s construction and/or installation of the
 Improvements, and Lessee’s use, occupancy, or operations at the Leased Premises or the
 Airport. Lessee shall furnish copies of all such permits and licenses to the City upon the
 request of the City.

 Section 4.8 Payment of Taxes. Lessee shall timely pay all taxes, fees,
 assessments, and levies related to Lessee’s use, occupancy, or operations at the Leased
 Premises or the Airport and all other obligations for which a lien may be created relating
 thereto (including, but not limited to, utility charges and work for any Improvements).

 Section 4.9 No Liens. Lessee shall pay for all labor done or materials furnished
 in the repair, replacement, maintenance, development, or improvement of the Leased
 Premises by Lessee and shall keep the Leased Premises, Improvements, and Lessee’s
 interest therein free and clear of any lien or encumbrance created by Lessee’s act or
 omission, or that of Lessee’s Associates. Within thirty (30) days of the filing of any lien or
 claim, Lessee shall pay all lawful claims made against the City and discharge all liens filed
 or which exist against the Leased Premises, the Improvements, or any other portion of the
 Airport (other than Lessee’s trade fixtures or trade equipment) to the extent such claims
 arise out of or in connection with labor done or materials furnished in the repair,
 replacement, maintenance, development or improvement of the Leased Premises. However,
 Lessee shall have the right to contest the amount or validity of any such claim or lien without
 being in default under this Agreement upon furnishing security in form acceptable to the
 City, in an amount equal to one hundred percent (100%) of such claim or lien, which insures
 that such claim or lien will be properly and fully discharged in the event that such contest is
 determined against Lessee or the City. Lessee shall give timely notice to the City of all such
 claims and liens of which it becomes aware. When contracting for any work in connection
 with the Leased Premises, Lessee shall include in such contract a provision prohibiting the
 contractor or any subcontractor or supplier from filing a lien or asserting a claim against the
 City’s real property or any interest therein. Lessee is solely responsible for ensuring that all
 requirements are met such that such lien waivers are effective and enforceable.

 Section 4.10 ADA. Lessee shall, at its own expense, comply with the standards
 for accessible design known as the Americans with Disabilities Act Accessibility Guidelines
 in designing, constructing, and operating the Improvements. Lessee shall be subject to this
 obligation regardless of whether any Governmental Authority requires the City to be the
 applicant of record. The City shall, at its own expense, ensure that the Existing Facilities
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 ARTICLE V
 REPRESENTATIONS AND WARRANTIES

 Section 5.1 Representations by the City. The City represents and warrants that
 it has the right, power, and legal capacity to enter into and perform its obligations under this
 Agreement, has duly executed and delivered this Agreement, and that this Agreement
 constitutes a legal, valid, and binding obligation of the City.

 Section 5.2 Representations by Lessee. Lessee represents and warrants that it
 has the right, power, and legal capacity to enter into and perform its obligations under this
 Agreement, has duly executed and delivered this Agreement, and that this Agreement
 constitutes a legal, valid, and binding obligation of Lessee.

 ARTICLE VI
 OBLIGATIONS OF LESSEE

 Section 6.1 Plans and Specifications. With respect to any Improvements,
 Lessee shall, at its sole cost and expense, select qualified architects and engineers to prepare,
 as applicable, the architectural, site, structural, mechanical and/or electrical drawings and
 specifications for the Improvements as required by the appropriate local planning and
 zoning authorities and pursuant to this Agreement and all Applicable Laws and Regulations
 (collectively, the “Plans and Specifications”). Before implementing the Plans and
 Specifications or any changes thereto, Lessee shall obtain the City’s prior written approval
 of such Plans and Specifications and any changes thereto, which approval shall not be
 unreasonably withheld.

 Section 6.2 Operations and Maintenance. The City shall make all capital repairs
 that it deems reasonably necessary, in its sole discretion, during the Term. As used herein,
 “capital repairs” includes repairs to the structure of the building on the Leased Premises and
 operating systems, including, without limitation, the foundation, roof, windows, doors,
 pavement, HVAC system, plumbing, and electrical. Lessee, at its sole cost and expense,
 shall be responsible for maintenance, other than capital repairs, of the Leased Premises, all
 Improvements, and all FF&E thereon in a condition that is clean, free of debris, safe,
 sanitary, and in good repair (including, without limitation, the Improvements to the
 foundation, roof, windows, doors, pavement, HVAC system, plumbing, and electrical).
 Lessee, at its sole cost and expense, shall at its own expense create, execute, and maintain a
 comprehensive snow removal and landscaping plan for the Leased Premises. Lessee shall
 perform all work, maintenance, and repairs in accordance with Applicable Laws and
 Regulations and in a good and workmanlike manner. Lessee shall promptly remedy any
 condition that fails to meet the standards set forth in this Section 6.2. Without limiting the
 foregoing obligations, Lessee shall not store on the Leased Premises any inoperable
 equipment, discarded or unsightly materials, or materials likely to create a hazard and shall
 not use areas outside of enclosed buildings for storage. Lessee shall store trash in covered
 metal receptacles and shall not accumulate or permit the accumulation of any trash, refuse,
 or debris on the Leased Premises. Any Hazardous Materials shall be governed by Article 7.
 Failure to maintain the Leased Premises, Improvements, or FF&E in a state of good repair


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 or in the condition required by this Section 6.2 shall be a Default, which shall be subject to
 the Cure Period as set forth in Section 10.1(A).

 Section 6.3 Utilities. Lessee shall furnish to the Leased Premises and pay for all
 utilities, including but not limited to telephone, gas, electric power, water, heat, air
 conditioning, sewer, storm water, janitorial services, and garbage and trash removal
 associated with the Leased Premises and shall make such deposits as are required to secure
 service. Lessee shall be responsible for any water or sewer impact fees incurred by Lessee’s
 use of the Leased Premises. Any repairs of the utility lines other than those which are the
 responsibility of the utility service are the responsibility of Lessee. If utilities are billed to
 a common meter, Lessee shall pay to the City the pro-rated amount based on square footage
 of the Leased Premises, unless such utility usage results from an activity undertaken by the
 City within the Leased Premises.

 Section 6.4 Signs. Lessee shall not place, or cause to be placed, any sign or
 signs on the Leased Premises without the prior written consent of the City, which consent
 shall not be unreasonably withheld. In the event Lessee obtains the consent of the City,
 Lessee shall be responsible for all costs and labor associated with such signage.

 Section 6.5 Security. Lessee shall maintain the safety and security of the Leased
 Premises during the Term of this Agreement.

 Section 6.6 Obstruction Lights. Lessee shall, at its expense, provide and
 maintain obstruction lights on any structure on the Leased Premises if required by the City
 or FAA regulations. Any obstruction lights so required shall comply with the specifications
 and standards established for such installations by the City or FAA.

 Section 6.7 Trash, Garbage and Other Refuse. Lessee shall pick up, and provide
 for a complete and proper arrangement for the adequate sanitary handling and disposal, of
 all trash, garbage, and other refuse caused as a result of its operation on the Leased Premises.
 Lessee is responsible for disposal and payment of such services pursuant to Section 6.3.
 Lessee shall provide and use suitable covered metal receptacles for all such garbage, trash
 and other refuse on the Leased Premises. Lessee shall not pile boxes, cartons, barrels,
 pallets, debris or similar items in an unattractive or unsafe manner, on or about the Leased
 Premises.

 Section 6.8 Supervision. Lessee shall ensure that management, maintenance,
 and operation of the Leased Premises shall at all times be under the supervision and direction
 of an active, qualified, competent representative of Lessee. Upon the City’s request, Lessee
 shall identify such representative, and any successor, in writing to the City.

 ARTICLE VII
 ENVIRONMENTAL CONDITIONS

 Section 7.1 General Conditions.

 A. Environmental Representations. Notwithstanding any other provisions of this
Agreement, and in addition to any and all other Agreement requirements, and any other covenants

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and warranties of Lessee, Lessee hereby expressly warrants, guarantees, and represents to the City,
upon which the City expressly relies that:

 (i) Lessee shall comply, and cause all Lessee’s Associates to comply, with all
 applicable Environmental Laws in connection with its use and occupancy of
 the Leased Premises and any Airport facilities and property and accepts full
 responsibility and liability for such compliance. In the event of any
 noncompliance with Environmental Laws, Lessee shall take prompt and
 appropriate action to address the conditions causing the noncompliance and
 return to full compliance.

 (ii) Lessee is knowledgeable of any and all Environmental Laws without
 limitation which govern or which in any way apply to the direct or indirect
 results and impacts to the environment and natural resources due to, or in any
 way resulting from, the conduct by Lessee of its operations pursuant to or
 upon the Leased Premises and the Airport. Lessee shall keep informed of
 future changes in Environmental Laws.

 (iii)Lessee and Lessee’s Associates have been fully and properly trained in the
 handling and storage of all Hazardous Materials and other pollutants and
 contaminants regularly used by Lessee or Lessee’s Associates on the Leased
 Premises, and such training complies with any and all Applicable Laws and
 Regulations.

 (iv) Lessee agrees that it will neither handle nor store any Hazardous Materials on
 the Leased Premises in excess of those required to carry out the Authorized
 Use, if any, and that all such Hazardous Materials will be stored, used, and
 disposed of in accordance with all Applicable Laws and Regulations.

 (v) Lessee shall provide the City satisfactory documentary evidence of all such
 requisite legal permits and notifications required under any Environmental
 Law.

 (vi) Lessee agrees to cooperate with any investigation, audit, or inquiry by the City
 or any Governmental Authority regarding possible violation of any
 Environmental Laws.

 B. Generator of Hazardous Waste. If Lessee is deemed to be a generator of Hazardous
Materials or hazardous waste, as defined by Applicable Laws and Regulations, Lessee shall obtain
an EPA identification number and the appropriate generator permit and shall comply with all
Environmental Laws imposed upon a generator of hazardous waste including, but not limited to,
ensuring that the appropriate transportation and disposal of such materials are conducted in full
compliance with Environmental Law.

 C. Inventory List. Lessee shall maintain an accurate inventory list (including
quantities) of all such Hazardous Materials on the Leased Premises, whether stored, disposed of,
or recycled, which shall be available for inspection at any time on the Leased Premises by the City,


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fire department officials, or other personnel of Governmental Authorities having jurisdiction over
the Leased Premises, for implementation of proper storage, handling, and disposal procedures.

 D. Notification and Copies. Notification of all activities relating to Hazardous
Materials by Lessee shall be provided on a timely basis to the City or such other Governmental
Authorities as required by the Applicable Laws and Regulations. In the event of any release or
threatened release of Hazardous Materials caused by or discovered by Lessee or any Lessee
Associate at, on, under, or about the Leased Premises or the Airport, or in the event any claim,
demand, complaint, or action arising under Environmental Laws is made or taken against Lessee
with respect to activities on the Leased Premises or the Airport, or if Lessee receives any notice
pertaining to Lessee’s failure or alleged failure to comply with any Environmental Laws at the
Leased Premises, Lessee shall notify the City of all known facts pertinent to such release,
threatened release, claim, demand, complaint, action, or notice, and shall provide the City with
copies of any and all claims, demands, complaints, notices, or actions so made no later than twenty-
four (24) hours following receipt of the same. If Lessee is required by any Environmental Laws
or applicable Governmental Authority to file any notice or report of a release or threatened release
at, on, under or about the Leased Premises or the Airport, Lessee shall simultaneously provide a
copy of such notice or report to the City. Lessee shall provide to the City the name of Lessee’s
twenty-four (24)-hour emergency coordinator and his or her phone number in case of any release,
spill, leak, or other emergency situation involving Hazardous Materials at the Leased Premises.

 E. Environmental Permits. Lessee at its expense, shall obtain, maintain, and comply
with any and all permits required by any Environmental Laws to conduct the activities or business
in which Lessee or Lessee’s Associates will engage on the Leased Premises. Lessee agrees to
provide the City copies of all permit application materials, permits, monitoring reports,
environmental response plan, and regulated materials storage and disposal plans relating to the
Leased Premises.

 F. Recordkeeping. Lessee shall maintain, in an orderly and easily accessible manner,
all correspondence and communications with any Governmental Authority, records, or other
information evidencing its compliance with all Environmental Laws for all Hazardous Materials
brought upon, kept, used, stored, generated or disposed of in, on or about the Leased Premises, or
transported to or from the Leased Premises by Lessee or Lessee’s Associates. Lessee must maintain
these records for the period of time as is required by Environmental Laws or ten (10) years
following termination of this Agreement, whichever time is longer.

 G. Review of Environmental Documents. At the City’s written request, Lessee shall
make available for inspection and copying, upon reasonable notice and at reasonable times, any
and all non-privileged correspondence and communications with Governmental Authority,
records, or other information evidencing its compliance with all Environmental Laws for all
Hazardous Materials brought upon, kept, used, stored, generated, managed, or disposed of in, on,
or about the Leased Premises, or transported to or from the Leased Premises by Lessee or Lessee’s
Associates.

 H. Access for Environmental Inspection. The City shall have access to the Leased
Premises upon reasonable prior notice to inspect the same in order to confirm that Lessee is in
compliance with the requirements of this Article 7; provided, however, that the City may enter the

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Leased Premises for such purposes without prior written notice in the event of an emergency
pertaining to Environmental Laws, as determined by the City. Lessee agrees to fully cooperate
with any such inspections; provided that such inspections shall not unreasonably interfere with
Lessee’s operations. If the City reasonably believes or has received information leading it to
reasonably believe that Lessee’s operations are not in compliance with the requirements of this
Article 7, then, upon request by the City, Lessee shall conduct such inspection, testing, and analysis
as the City reasonably deems necessary to ascertain whether Lessee is in compliance with this
Article 7. Lessee shall pay all actual costs associated with any such environmental inspection,
testing, and analysis. Any such tests shall be conducted by qualified independent environmental
consultants chosen by Lessee, but such environmental consultants, and the scope and the methods
of such investigation, shall be subject to the City’s approval, which shall not be unreasonably
withheld. Lessee shall provide copies of any and all relevant reports prepared by such experts to
the City within a reasonable time after Lessee receives such reports.

 I. Violations. If the City receives a notice from any Governmental Authority asserting
a violation by Lessee of any Environmental Laws or Lessee’s covenants and agreements contained
herein, or if the City otherwise has reasonable grounds upon which to believe that such a violation
has occurred, the City or its duly appointed consultants shall have the right, but not the obligation,
to enter the Leased Premises and/or perform environmental site assessments for the purpose of
determining whether there exists any environmental condition that could result in any liability,
cost, or expense to the City. The City shall perform such tests on the Leased Premises as may be
necessary, in the opinion of the City or its duly appointed consultants, acting reasonably, to conduct
a prudent environmental site assessment; provided, however, such environmental site assessment
shall not unreasonably interfere with Lessee’s operations or use and enjoyment of the Leased
Premises unless Lessee’s alleged violation or environmental condition poses a risk to the health,
safety, or security of Airport users or Airport operations. If Lessee receives a notice of violation,
notice of an enforcement action, or other notice of noncompliance, Lessee shall provide a copy of
same to the City within three (3) days of receipt by Lessee or Lessee’s agent.

 Section 7.2 Obligations upon Termination; Remediation.

 A. Removal of Hazardous Materials. Upon any expiration or termination of this
Agreement, Lessee shall demonstrate to the City’s reasonable satisfaction that Lessee has removed
any and all Hazardous Materials and is in compliance with applicable Environmental Laws. Such
demonstration may include, but is not limited to, independent analysis and testing to the extent
that facts and circumstances warrant analysis and testing, such as evidence of past violations or
specific uses of the Leased Premises. Lessee shall provide the City with copies of all waste
manifests for Hazardous Materials removed from the Leased Premises at least thirty (30) days
prior to the termination or expiration date of the Agreement. If Lessee or Lessee’s Associates cause
an impermissible release of Hazardous Materials or otherwise cause the contamination of the
Leased Premises or other Airport facility or property, Lessee shall bear all costs and responsibility
for the required clean up and remediation, and shall indemnify and hold the City harmless
therefrom.

 B. Remediation. Lessee, at its sole cost and expense, shall undertake all necessary
steps to remedy and remediate a release of Hazardous Materials or other condition to the extent
required by Environmental Laws or the requirements of this Agreement to the extent caused by, or

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resulting from the activities, conduct, or omissions of Lessee or its Lessee’s Associates, on the
Leased Premises or at the Airport, as necessary to reasonably protect the public health and safety
to the extent required by Applicable Law and/or to bring the Leased Premises or the Airport into
compliance with all Environmental Laws applicable to the Leased Premises or Lessee’s operations.
The remediation must continue until the Governmental Authorities with jurisdiction determine that
no further action is necessary in compliance with applicable Environmental Laws.
Notwithstanding the foregoing, Lessee shall be obligated to clean-up and remediate the Leased
Premises to achieve such standards or clean-up levels as are reasonably required by the City for
properties at the Airport. If the City is unable, after commercially reasonable efforts, to lease the
Leased Premises during the period of cleanup and remediation due to the environmental condition
or cleanup work being performed, in addition to any other damages, Lessee shall be responsible
for payment of lost rent or lost use to the City.

 C. Step-In Rights. Notwithstanding Lessee’s obligations under this Article 7, the City
and any Governmental Authorities shall at all times have the right, should Lessee fail to comply
with its obligations under Section 7.2, after reasonable advance written notice, which shall include
a reasonable opportunity to cure (except where a Governmental Authority other than the City is
empowered by Applicable Law to act without notice), or immediately, if necessary to prevent
additional harm to the environment, to take any and all actions as they individually or collectively
may reasonably deem necessary to cease, contain, investigate, remediate, or otherwise respond to
a condition which results from, causes, or threatens to cause a Release of Hazardous Materials or
other condition in violation of Environmental Laws at, under, or about the Leased Premises or at
the Airport. Lessee agrees to cooperate with any and all such actions.

 Section 7.3 No Liability for Business Interruption. The City shall not be
 responsible to Lessee or any Lessee Associate for any Hazardous Materials in existence in,
 on, under, or migrating from the Leased Premises or at the Airport, which condition may
 interfere with Lessee’s business or other operations or activities, or which might otherwise
 cause damages to Lessee through loss of business, destruction of property, or injury to
 Lessee, Lessee’s Associates, customers, or clients, except to the extent such conditions are
 caused by the actions or omissions of the City.

 Section 7.4 Environmental Indemnification. In addition to any indemnification
 set forth elsewhere in this Agreement, Lessee hereby indemnifies and agrees to defend and
 hold harmless the City from all costs, claims, demands, actions, liabilities, complaints, fines,
 citations, violations, or notices of violation arising from or attributable to: (i) a presence or
 release of Hazardous Materials caused by Lessee or any of Lessee’s Associates at the Leased
 Premises or any Airport facility or property, or the subsurface, waters, air, or ground thereof,
 in excess of levels allowable by Environmental Laws or in violation of any Environmental
 Laws due to Lessee’s or Lessee’s Associate’s management, control, authorization, handling,
 possession, or use of Hazardous Materials at the Airport; (ii) any breach by Lessee of any
 of its warranties, representations, or covenants in this Article 7; (iii) Lessee’s violation of
 Environmental Laws; or (iv) Lessee’s remediation or failure to remediate Hazardous
 Materials as required by this Agreement. Lessee’s obligations hereunder will survive the
 termination or expiration of this Agreement, and will not be affected in any way by the
 amount of or the absence in any case of covering insurance or by the failure or refusal of
 any insurance carrier to perform any obligation on its part under insurance policies affecting

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 the Airport or any part thereof, except that, in the event that the City recovers funds from
 insurance carriers in connection with claims associated with (i), (ii), (iii), or (iv) above, the
 City may not recover the same funds from Lessee. Notwithstanding the foregoing, Lessee
 shall have no indemnification obligation under this Section 7.4 for any costs, claims,
 demands, actions, liabilities, complaints, fines, citations, violations, or notices of violation
 arising from or attributable to any release of Hazardous Materials in, on or under the Leased
 Premises prior to the date of Lessee’s first occupancy of the Leased Premises (which may
 pre-date the Effective Date), except to the extent materially exacerbated by Lessee or any
 of Lessee’s Associates or invitees, or otherwise if Lessee’s use, operation, or occupancy of
 the Leased Premises fails to comply with Environmental Laws.

 Section 7.5 Remedies Cumulative. Lessee agrees that all remedies of the City
 as provided in this Article 7 with regard to Hazardous Materials or violations of any
 Environmental Laws shall be deemed cumulative in nature and the City’s right to
 indemnification as provided under this Article 7 shall survive the termination of this
 Agreement.

 Section 7.6 Survival. Notwithstanding anything to the contrary, the obligations
 of this Article 7 shall survive any termination or expiration of this Agreement.

 ARTICLE VIII
 OBLIGATIONS OF THE CITY

 Section 8.1 Delivery of Leased Premises. Upon the Effective Date, the City
 shall deliver to Lessee the Leased Premises vacant and professionally cleaned, and with all
 systems of the Existing Facilities operational.

 Section 8.2 Access. The City shall ensure reasonable ingress and egress at all
 times to and from the Leased Premises for Lessee as set forth in Section 4.3.

 Section 8.3 Snow Removal. The City shall provide for snow removal from the
 industrial park access roads and License Area.

 ARTICLE IX
 INSURANCE AND INDEMNIFICATION

 Section 9.1 Insurance. Throughout the Term of this Agreement, Lessee shall
 obtain and maintain insurance in the types and amounts required under this Section 9.1.

 A. Insurance Certificates. Lessee shall submit certificates of insurance to the City
prior to the Effective Date and annually thereafter. Lessee shall provide to the City certificates of
insurance listing “City of Burlington, Burlington International Airport” as the certificate holder
and containing information reasonably required by the City, including but not limited to (i) the
name, address, and contact information of the authorized agent, Lessee as the insured, and the City
as certificate holder; (ii) the name of the insurance company; (iii) description of policies, including
coverage types and amounts; (iv) policy number(s) and period(s); (v) limits of liability; and (vi)
the signature of the authorized agent.


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 B. Additional Insured. Each required insurance policy as it relates to the Leased
Premises, the Improvements, and Lessee’s Authorized Use thereof, shall name the City as an
additional insured and loss payee, with the specific exception of professional liability workers
compensation insurance.

 C. Policy Provisions. Each of the insurance coverage required herein (i) shall be
issued by a company licensed by the State of Vermont to transact the business of insurance in the
State of Vermont for the applicable line of insurance, and (ii) shall be issued by an insurer with a
Best Policyholders Rating of “A-/VIII” or better by the latest Best Insurance Report or has an
analogous rating from a comparable rating service approved by the City. All insurance coverages
required under this Agreement, except for workers’ compensation, shall include the City and its
officers, agents, and employees as additional named insured, provide thirty (30) days’ prior written
notice of cancellation, change, or intent not to renew the insurance, a waiver of subrogation, and
list any and all exclusions. Each such policy a provision stating that the policy shall not be subject
to invalidation as to any insured by reason of any act or omission of another insured or any of its
officers, employees, agents, or other representatives and shall contain a clause to the effect that
such policies and the coverage evidenced thereby shall be primary with respect to any policies
carried by the City, and that any coverage carried by the City shall be excess insurance. In no event
shall the limits of said policies be considered as limiting the liability of Lessee under this
Agreement.

 D. Insurance Coverages. Lessee’s liability under this Agreement shall not be limited
to the amount of insurance carried. Any changes to insurance are at the sole expense of Lessee.
Types and limits of insurance required as of the Effective Date are as follows:

 (i) Commercial General Liability Insurance. Lessee shall maintain Commercial
 General Liability Insurance naming the City as additional insured on a
 primary, non-contributory basis which shall include, but need not be limited
 to, coverage for bodily injury and property damage (including aircraft) arising
 from premises and operations liability, products and completed operations
 liability, personal injury, and advertising liability, contractual liability, fire
 legal liability, blasting and explosion, collapse of structures, and underground
 damage liability. The Commercial General Liability Insurance shall provide
 at minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate.

 (ii) Workers’ Compensation and Employer’s Liability. Lessee shall provide
 Workers’ Compensation Coverage in accordance with the statutory limits as
 established by the State of Vermont and with a minimum limit for employer’s
 liability no lower than the following: $500,000.00 per accident (bodily injury
 by accident) and $500,000.00 policy limit, and $500,000.00 per employee
 (bodily injury by disease). Lessee shall require all contractors and
 subcontractors performing work or occupying the Leased Premises under this
 Agreement to obtain an insurance certificate showing proof of Workers’
 Compensation coverages and Lessee shall require from its general
 contractor(s) that all subcontractors submit certificates of such insurance to
 the City prior to performing work or occupying the Leased Premises.


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 (iii)Employers’ Liability Insurance. If Lessee has employees, Lessee shall
 maintain Employers’ Liability Insurance with limits of at least $500,000 per
 accident (bodily injury by accident), $500,000 per employee (bodily injury by
 disease), and $500,000.00 policy limit (bodily injury by disease).

 (iv) Commercial Business Automobile Liability Insurance. Lessee shall provide
 Commercial Business Automobile Liability Insurance, which shall include
 coverage for bodily injury and property damage liability arising from the
 operation of any owned, non-owned, or hired automobile. The Commercial
 Business Automobile Liability Insurance Policy shall provide not less than
 $1,000,000 Combined Single Limits for each accident.

 (v) Commercial Umbrella Liability Insurance. Lessee shall provide a
 Commercial Umbrella Liability Insurance Policy to provide excess coverage
 above the Commercial General Liability, the Commercial Business
 Automobile 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) Builder’s Risk Insurance. During the construction of the Improvements, any
 major renovation (defined to mean with a cost in excess of $100,000), or
 major reconstruction of all or any portion of the Improvements, Lessee shall
 provide, or cause its contractor to provide, a Builder’s Risk Insurance Policy
 to be made payable to the City and Lessee as their interests may appear, but in
 all instances subject to the terms and conditions of any Leasehold Mortgage
 and the requirements of any mortgagee. The policy amount should be equal to
 100% of the contract amount under any construction contract applicable to
 any such construction, renovation, or reconstruction. All deductibles shall be
 the sole responsibility of Lessee or the contractor, and in no event shall the
 amount of any deductible exceed $250,000.00. The policy shall be endorsed
 substantially as follows:

 “The following may occur without diminishing, changing, altering or
 otherwise affecting the coverage and protection afforded the insured under
 this policy: (i) furniture and equipment may be delivered to the insured
 premises and installed in place ready for use; and (ii) partial or complete
 occupancy by Lessee; and (iii) performance of work in connection with
 construction operations insured by Lessee, by agents or sublessees or other
 contractors of Lessee, or by contractors of Lessee.”



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 (vii) Property Insurance. Upon completion of the construction, renovation, or
 reconstruction of the Improvements (as may be applicable), during the Term,
 Lessee shall provide an “all risk” Property Insurance Policy to be made
 payable to the City and Lessee as their interests may appear. The policy
 amount should be equal to 100% of the replacement value of the completed
 Improvements and shall include replacement cost, demolition cost, and
 increased cost of construction endorsements. All deductibles shall be the sole
 responsibility of Lessee, and in no event shall the amount of the “all risk”
 deductible exceed $100,000.00. Any improvements constructed by Lessee
 upon the Leased Premises shall be constructed and maintained at Lessee’s
 risk.

 E. Maintaining Coverage; Modification. The City may require certificates of
insurance for any insurance policies entered into by Lessee, and Lessee is responsible for annually
verifying and confirming in writing to the City that all sub-contractors, agents, operators, or
workers meet the minimum coverage and limits plus maintain current certificates of coverage, and
that all work activities related to this Agreement shall meet minimum coverage and limits, with
any sub-contractors, agents, operators or workers complying with the same insurance requirements
as Lessee. The City reserves the right to review the insurance coverage requirements upon
Lessee’s exercise of the Option Term to ensure that the specified coverages and limits remain
commercially reasonable for similar improvements and facilities, and Lessee shall modify its
coverage upon commencement of the Option Term at Lessee’s sole expense upon the reasonable
request of the City if the specified coverages and limits are no longer commercially reasonable for
similar improvements and facilities.

 F. Application to Others. Lessee shall require all contractors, subcontractors, agents,
or workers performing work or occupying the Leased Premises to be properly licensed and to
obtain insurance coverage meeting the requirements of this Section 9.1 as evidence on a certificate
of insurance. Lessee shall require that all such persons submit certificates of such insurance to the
City prior to performing work or occupying the Leased Premises. The insurance provisions herein
shall likewise apply to any permitted sublessee or assign of Lessee. Any sublessee must comply
with the provisions as set forth in this Article 9.

 G. Existing Improvements. Lessee shall insure the Existing Facilities for no less than
the replacement value of such facilities and shall make the City the payee on any such policy of
insurance.

 Section 9.2 Lessee’s Indemnification and Duty to Pay Damages.

 A. Lessee shall, from and after the Effective Date, defend, indemnify and hold
harmless the City, its officers and employees, from and against all loss, liability, damages, claims,
proceedings, costs (including costs of defense and reasonable attorneys’ and professionals’ fees
incurred in defense or incurred in enforcement of this indemnity), expenses, demands, suits and
causes of action (all of the foregoing collectively referred to as “Liabilities”) arising out of or in
connection with the following, except to the extent such Liabilities, damage, death, or injury are
caused by or arise from the willful misconduct or negligence of the City:


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 (i) Damage to the Leased Premises or death or injury to any person sustained on
 or about the Leased Premises, or arising (directly or indirectly) out of or in
 connection with Lessee’s possession, use, occupation, or control of the Leased
 Premises;

 (ii) Damage to any property or death or injury to any person anywhere
 occasioned, or claimed to have been occasioned, by any willful misconduct or
 any negligent act or omission of Lessee or Lessee’s Associates; and

 (iii) Any breach or default of this Agreement by Lessee or Lessee’s Associates.

 B. The City shall not be liable to Lessee for any damage by or from any act or
negligence of any owner, tenant, occupant, user of adjoining or contiguous property.

 C. Lessee agrees to pay for all damages of Leased Premises caused by Lessee’s use,
misuse, or neglect thereof.

 D. Lessee shall be responsible and liable for the conduct of Lessee’s Associates in and
around the Leased Premises.

 E. Lessee shall give prompt and timely notice to the City (and copying the Burlington
City Attorney’s Office) of any claim made or suit instituted in connection with the Leased
Premises, which, in any way, directly or indirectly, contingently or otherwise, affects or may affect
the City, the Leased Premises, or the Airport, and of which Lessee has actual knowledge.

 F. Lessee shall reimburse the City for costs associated with violations issued by state
and federal Governmental Authorities in connection with the Leased Premises and resulting from
Lessee’s misconduct, incompetence, or negligence as reasonably determined by the City. Such
violations include, but are not limited to, letters of investigation issued by TSA.

 Section 9.3 Performance Bond and Payment Bond. During the construction of
 any major renovation or major reconstruction with a cost in excess of $500,000 of all or any
 portion of the Improvements, Lessee shall deliver to the City, at the time of execution of a
 subsequent contract related to such reconstruction work, evidence of, (i) a performance bond
 of Lessee’s contractor equal to 100% of the completed value of the work with Lessee named
 as a co-obligee, and (ii) a labor and materials payment bond from Lessee’s contractor in the
 amount equal to 100% of the completed value with Lessee named as a co-obligee. This
 Section 9.3 shall not apply with respect to the initial construction of the Improvements.

 ARTICLE X
 DEFAULT AND REMEDIES

 Section 10.1 Termination by the City.

 A. Lessee Default. The occurrence of any of the following events shall constitute a
default by Lessee (“Default”) under this Agreement unless cured within the time period set forth
in this subsection (A) (the “Cure Period”):


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 (i) Lessee fails to timely pay any Rent, Additional Rent, or other amount due
 under this Agreement and such nonpayment shall continue for a period of ten
 (10) business days after written notice thereof from the City;

 (ii) Lessee or Lessee’s Associates violate any requirement under this Agreement
 (including, but not limited to, violation of any Applicable Laws or Regulations
 or failure to maintain the Leased Premises or the Improvements located
 thereon), other than the violations referred to in the foregoing subsection (i),
 and such default shall continue for a period of thirty (30) days after written
 notice from the City to Lessee specifying the items in default, or in case of a
 default or contingency which cannot with due diligence be cured within said
 thirty (30) day period, Lessee fails to proceed within said thirty (30) day
 period to commence to cure the same and thereafter to prosecute the curing of
 such default with due diligence (it being understood that the time of Lessee
 within which to cure shall be extended for such period as may be necessary to
 complete the same with all due diligence);

 (iii)Lessee abandons the Leased Premises for a period of sixty (60) consecutive
 days or more;

 (iv) Lessee assigns or encumbers any right in this Agreement, delegates any
 performance hereunder, or subleases any part of the Leased Premises (except
 as expressly permitted in this Agreement);

 (v) Lessee files a voluntary petition in bankruptcy or has a petition filed against
 Lessee in bankruptcy, insolvency, or for reorganization or appointment of a
 receiver or trustee, which petition is not dismissed within sixty (60) days;

 (vi) Lessee petitions for or enters into an arrangement for the benefit of creditors,
 or suffers this Agreement to become subject to a writ of execution and such
 writ is not released within thirty (30) days; or

 (vii) Lessee dissolves.

 B. Termination for Lessee Default. In the event of a Default, if Lessee fails to cure
such Default within the applicable Cure Period, the City may terminate this Agreement upon sixty
(60) days prior written notice to Lessee.

 C. Remedies for Failure to Pay Rent. In addition to the remedies under
Section 10.1(B) and those otherwise available at law or in equity, if Lessee fails to timely pay any
Rent required by this Agreement and fails to cure the same within the applicable Cure Period, the
City may:

 (i) Terminate this Agreement in accordance with Section 10.1(B), resume
 possession of the Leased Premises, and recover immediately from Lessee the
 differences between the Rent and the fair rental value of the Leased Premises,
 together with the Improvements, for the remainder of the Term; or


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 (ii) Resume possession and relet the Leased Premises and the Improvements
 thereon for the remainder of the Term, and recover from Lessee, at the end of
 the Term or at the time each payment of Rent comes due under this Agreement
 as the City may choose, the difference between the Rent and the rent received
 on the re-leasing or renting, provided that the City makes good faith efforts to
 mitigate Lessee’s damages.

 D. Reservation of Rights. Notwithstanding the foregoing, the City reserves all rights
and remedies at law or in equity to recover for any uncured Default or other violation of this
Agreement resulting in damages, loss, or harm to the City. This Section 10.1(E) shall survive
expiration or termination of this Agreement for a period of two (2) years. Termination by Lessee.

 Lessee may terminate this Agreement upon thirty (30) days prior written notice to the City
in the event one of the following events occur:

 A. Injunction. The issuance by any court of competent jurisdiction of an injunction,
order, or decree preventing or restraining the use by Lessee of all or any substantial part of the
Leased Premises, which remains in force, unvacated, or unstayed for a period of at least sixty (60)
consecutive days.

 B. City Default. The failure of the City to perform a material obligation required of
the City under this Agreement within thirty (30) days after written notice by Lessee to the City. If
the nature of the City’s obligation is such that more than thirty (30) days are reasonably required
for performance or cure, the City shall not be in default if the City (i) provided notice to Lessee
that its cure of an alleged violation is reasonably expected to take more than thirty (30) days, and
(ii) it commences performance within such thirty (30) day period and thereafter diligently
prosecutes the same to completion.

 Section 10.3 Survival. The provisions of this Article 10 and the remedies and
 rights provided herein shall survive any expiration or termination of this Agreement.

 ARTICLE XI
 ASSIGNMENT AND SUBLEASING

 Section 11.1 Assignment by Lessee.

 A. Lessee shall not assign any of its rights under this Agreement, including, but not
limited to, rights in any Improvements, (whether such assignment is voluntarily or involuntarily,
by merger, consolidation, dissolution, change in control, or any other manner), and shall not
delegate any performance under this Agreement, except with the prior written consent of the City,
which may be granted or withheld in the City’s sole discretion. As a condition of obtaining such
consent, the transferee receiving any such right shall be required to execute a new lease agreement
provided by the City. Regardless of the City’s consent, Lessee shall not be released from any
obligations for matters arising during the time when this Agreement is in effect. Any purported
assignment or delegation of rights or delegation of performance in violation of this section is void.
Notwithstanding anything to the contrary, the City’s consent shall not be required with respect to
an assignment to a direct or indirect Affiliate of Lessee so long as the ultimate parent company,
currently Beta Technologies, Inc., a Delaware corporation, remains liable for the obligations of the

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tenant under this Agreement. As used in this Agreement, “Affiliate” means a person or entity that
Controls, is Controlled by, or is under common Control with another person or entity, and
“Control” or “Controlled” means ownership of more than fifty percent (50%) of the outstanding
voting stock of a corporation, or other majority equity and control interest of an entity which is not
a corporation, or the possession of power to direct or cause the direction of the management and
policy of such corporation or other entity, whether through the ownership of voting securities, by
statute or according to the provisions of a contract.

 B. Upon the termination of this Agreement, Lessee hereby assigns, transfers, and
coveys to the City, without warranty and to the extent assignable by Lessee without requiring third-
party consents, the following:

 (i) The right to the use of the Plans and Specifications to the extent owned by
 Lessee;

 (ii) Any copyright interests in the Plans and Specifications held by Lessee; and

 (iii)The right to enforce, in Lessee’s own name as a proper party, any subcontracts
 related to the Improvements or other maintenance or services contracts in
 force with respect to the Leased Premises or Improvements and any
 warranties arising under any of them or in connection with the performance
 thereof, as the case may be.

 Section 11.2 Subleasing by Lessee. Lessee shall not sublease any portion of the
 Leased Premises or Improvements without prior written consent of the City, which may be
 granted or withheld in the City’s sole but reasonable discretion. Any sublease or sublease
 form approved by the City must, at a minimum, be subordinate to this Agreement and
 provide the City with the right of attornment in the event of Lessee’s default under this
 Agreement or the expiration or termination of this Agreement. Any sublessee must comply
 with the provisions as set forth in this Article 11. Notwithstanding anything to the contrary,
 the City’s consent shall not be required with respect to any sublease to a direct or indirect
 Affiliate of Lessee.

 Section 11.3 Assignment by City. The City shall have the right, in the City’s sole
 discretion, to assign any of its rights under this Agreement (and in connection therewith,
 shall be deemed to have delegate its duties), and upon any such assignment, Lessee agrees
 that Lessee shall perform its obligations under this Agreement in favor of such assignee.

 Section 11.4 Encumbrances. Lessee shall not encumber or permit the
 encumbrance of the City’s title to the Leased Premises. Lessee shall not encumber or permit
 the encumbrance of Lessee’s leasehold interest in the Leased Premises, the Improvements,
 or any of Lessee’s rights under this Agreement without the City’s prior written consent,
 which may be granted or withheld in the City’s sole discretion. Lessee shall not record this
 Agreement or any document or interest relating thereto. Any purported encumbrance of
 rights in violation of this Section 11.4 is void.




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 ARTICLE XII
 MISCELLANEOUS PROVISIONS

 Section 12.1 Notices. Any notices to be given pursuant to this Agreement shall
 be sufficient if given by a writing deposited in the United States mails, certified mail or
 registered mail, return receipt requested, postage prepaid, by commercial courier, provided
 the courier’s regular business is delivery service and provided further that it guarantees
 delivery to the addressee by the end of the next business day following the courier’s receipt
 from the sender, by email (provided the electronic process used is reasonably secure and not
 easily susceptible to manipulation and that if notice is delivered by email, notice must also
 be delivered by one of the other methods described above unless the recipient or its counsel
 waives for foregoing) addressed as follows:

 To the City: To Lessee:
 City of Burlington Beta Technologies, Inc.
 Attn: Office of the City Attorney Attn: CEO & OOO
 City Hall, 149 Church St. 1150 Airport Drive
 Burlington, VT 05401 South Burlington, VT 05403
 Email: [ ] Email: [ ]

 with a copy to: with a copy to:
 Patrick Leahy Burlington International Airport Beta Technologies, Inc.
 Attn: Director of Aviation Attn: General Counsel
 1200 Airport Drive 1150 Airport Drive
 South Burlington, VT 05403 South Burlington, VT 05403
 Email: [ ] Email: [ ]


or to such other address as the addressee may designate in writing by notice to the other Party
delivered in accordance with the provisions of this Section 12.1. Any such notice or other
communication shall be deemed given: (i) if mailed, three days after being deposited in the mail,
properly addressed and with postage prepaid; (ii) if sent by courier, the next day after being
deposited with the courier, properly addressed and with prepaid; (iii) if sent by email, when
transmitted, provided that the sender does not receive an automated delivery failure or “out of
office” message.

 Section 12.2 No Waiver. The waiver by the City of any breach of any term,
 covenant, or condition herein contained shall not be deemed to be a waiver of such term,
 covenant or condition or any subsequent breach of the same or any other term, covenant or
 condition herein contained. The subsequent acceptance of Rent hereunder by the City shall
 not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant, or
 condition of this Agreement, other than the failure of Lessee to pay the particular Rent so
 accepted, regardless of the City’s knowledge of such preceding breach at the time of
 acceptance of such Rent.


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 Section 12.3 Lessee’s Subordination. The City represents and warrants to Lessee
 that there are no mortgages, trust indentures, or other security interests encumbering the
 Leased Premises as of the Effective Date. Lessee hereby subordinates and makes this
 Agreement inferior to all future mortgages, trust indentures, or other security interest of the
 City or the City’s successor in interest. Lessee shall execute and deliver any documents
 required to evidence and perfect such subordination, provided that the holders or
 beneficiaries under such mortgages, trust indentures, or other security interests provide, for
 the benefit of Lessee, a non-disturbance agreement in a commercially reasonable form.

 Section 12.4 Relocation. In the event that proper, planned, and orderly
 development of the Airport shall require that the City devote any part of the Leased Premises
 to a different use than that contemplated by this Agreement, or in the case of an emergency,
 the City shall have the right—upon sixty (60) days’ advance written notice to Lessee and
 without cost or expense to Lessee—to relocate all or part of the Leased Premises. Said
 relocated premises shall be of no less area, as conveniently located as is reasonable
 considering all demands for space at the Airport, and shall be replacement premises of the
 same or substantially similar quality as those premises vacated. All terms and conditions of
 this Agreement, except the description of the Leased Premises, shall apply to said relocated
 premises.

 Section 12.5 Subordination to Grant Assurances. This Agreement shall be
 subject and subordinate to the provisions of any existing or future agreements between the
 City and the United States of America, relative to the operation and maintenance of the
 Airport, the terms and execution of which have been or may be required as a condition
 precedent to the expenditure or reimbursement to the City of federal funds for the
 development of the Airport (“Grant Assurances”). In the event that this Agreement, either
 on its own terms or by any other reason, conflicts with or violates any such Grant
 Assurances, the City has the right to amend, alter or otherwise modify the terms of this
 Agreement in order to resolve such conflict or violation.

 Section 12.6 Non-Interference With Operation of the Airport. Lessee expressly
 agrees for itself, its successors and assigns, and all other Lessee’s Associates that Lessee
 shall not conduct operations in or on the Leased Premises in a manner that (i) interferes or
 might interfere with Airport operations or the reasonable use by others of other leased spaces
 or common facilities at the Airport, (ii) hinders or might hinder police, fire fighting, or other
 emergency personnel in the discharge of their duties, (iii) would or would be likely to
 constitute a hazardous condition at the Airport, (iv) would or would be likely to increase the
 premiums for insurance policies maintained by the City unless such operations are not
 otherwise prohibited hereunder and Lessee pays the increase in insurance premiums
 occasioned by such operations, (v) is contrary to any applicable Grant Assurance; (vi) would
 contradict or violate any Applicable Laws or Regulations, directive, or similar restriction
 issued by any Governmental Authority having jurisdiction over the Airport, including the
 City, FAA, Homeland Security, TSA, and Customs and Border Patrol, or (vii) would
 involve any illegal purposes, (viii) directly or indirectly interferes with the operation by the
 City or the FAA of air navigational, communication, or flight equipment on the Airport. In
 the event this covenant is breached, the City reserves the right, after prior written notice to
 Lessee, to enter upon the Leased Premises and cause the abatement of such interference at

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 the expense of Lessee. The City shall have the right to take any action it considers necessary
 to protect aerial approaches of the Airport against obstructions, together with the right to
 prevent Lessee from erecting or permitting or causing to be erected any building or other
 structure which, in the sole opinion of the City, would limit the usefulness of the Airport or
 constitute a hazard to aircraft. In the event of a breach in Airport security caused by Lessee,
 resulting in fine or penalty to the City of which Lessee has received prior written notice,
 such fine or penalty will be charged to Lessee.

 Section 12.7 Emergency Closures. During time of war or national emergency,
 the City shall have the right to enter into an agreement with the United States Government
 for military or naval use of part or all of the landing area, the publicly-owned air
 navigation facilities, and/or other areas or facilities of the Airport. If any such agreement
 is executed, the provisions of this Agreement, insofar as they are inconsistent with
 provisions of the agreement with the United States Government, will be suspended.
 Lessee must comply with all local, state, federal orders, directives, regulations, guidance,
 advisories during public emergencies. Public emergencies include, but are not limited to,
 national, state and local security emergencies; public health emergencies and pandemics;
 evacuations; chemical spills; shelter-in-place alerts; severe weather advisories; boil water
 advisories; and roadway interruptions. Lessee’s failure to comply with any local, state,
 federal orders, directives, regulations, guidance, or advisories during a public emergency
 shall constitute a breach of this Agreement. The City shall have sole discretion in
 determining if Lessee is compliant with the above. If a public emergency is declared, the
 City will not be responsible for any expenses or losses incurred as a result of any public
 emergency.

 Section 12.8 Interpretation.

 A. References in the text of this Agreement to articles, sections or exhibits pertain to
articles, sections or exhibits of this Agreement, unless otherwise specified.

 B. The terms “hereby,” “herein,” “hereof,” “hereto,” “hereunder” and any similar
terms used in this Agreement refer to this Agreement. The term “including” shall not be construed
in a limiting nature, but shall be construed to mean “including, without limitation.”

 C. Words importing persons shall include firms, associations, partnerships, trusts,
corporations, and other legal entities, including public bodies, as well as natural persons.

 D. Any headings preceding the text of the articles and sections of this Agreement, and
any table of contents or marginal notes appended to copies hereof, shall be solely for convenience
of reference and shall not constitute a part of this Agreement, nor shall they affect the meaning,
construction or effect of this Agreement.

 E. Words importing the singular shall include the plural and vice versa. Words of the
masculine gender shall be deemed to include correlative words of the feminine and neuter genders.

 Section 12.9 Force Majeure. No act or event, whether foreseen or unforeseen,
 shall operate to excuse Lessee from the prompt payment of Rent or any other amounts
 required to be paid under this Agreement. If the City (or Lessee in connection with

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 obligations other than payment obligations) is delayed or hindered in any performance under
 this Agreement by a Force Majeure Event, such performance shall be excused to the extent
 so delayed or hindered during the time when such Force Majeure Event is in effect, and
 such performance shall promptly occur or resume thereafter at the expense of the Party so
 delayed or hindered. The Parties shall have the duty to take reasonable actions to mitigate
 or prevent further delays or losses resulting from such Force Majeure Event. Lessee hereby
 releases the City from any and all liability, whether in contract or tort (including strict
 liability and negligence) for any loss, damage or injury of any nature whatsoever sustained
 by Lessee or Lessee’s Associates during the Term, including, but not limited to, loss,
 damage or injury to the aircraft or other personal property of Lessee that may be located or
 stored in the Leased Premises due to a Force Majeure Event.

 Section 12.10 City’s Limitation of Liability. The City shall not be liable to Lessee
 or Lessee’s Associates for any damages or loss caused to them or their property by any of
 the following: water, rain, wind, snow ice, sleet, hail, fire, storms, earthquake, volcanic
 eruption, or any other weather event or condition outside of the City’s control; any Airport
 tenant, user, operator, or any other third party; or by breakage, stoppage, or leakage of
 utilities on or adjacent to the Leased Premises. In the event of damage or destruction to the
 Leased Premises, the City is under no obligation to provide substitute space o property to
 Lessee.

 Section 12.11 Governing Law and Venue. This Agreement shall be governed by
 and construed in accordance with the laws of the State of Vermont, without giving effect to
 such jurisdiction's principles of conflict of laws. The Parties consent to and submit to in
 personam jurisdiction and venue in the State of Vermont, County of Chittenden, and in the
 U.S. District Court for the District of Vermont. The Parties assert that they have
 purposefully availed themselves of the benefits of the laws of the State of Vermont and
 waive any objection to in personam jurisdiction on the grounds of minimum contacts, waive
 any objection to venue, and waive any plea of forum non conveniens. This consent to and
 submission to jurisdiction is with regard to any action related to this Agreement, regardless
 of whether the Parties’ actions took place in the State of Vermont or elsewhere in the United
 States.

 Section 12.12 Amendments and Waivers. No amendment to this Agreement shall
 be binding on the City or Lessee unless reduced to writing and signed by both Parties. No
 provision of this Agreement may be waived, except pursuant to a writing executed by the
 Party against whom the waiver is sought to be enforced.

 Section 12.13 Severability. If any provision of this Agreement is determined to be
 invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain
 in full force and effect if both the economic and legal substance of the transactions that this
 Agreement contemplates are not affected in any manner materially adverse to any Party. If
 any provision of this Agreement is held invalid, illegal, or unenforceable, the Parties shall
 negotiate in good faith to modify this Agreement to fulfill as closely as possible the original
 intents and purposes of this Agreement.



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 Section 12.14 Merger. This Agreement constitutes the final, complete, and
 exclusive agreement between the Parties on the matters contained in this Agreement. All
 prior and contemporaneous negotiations and agreements between the Parties on the matters
 contained in this Agreement are expressly merged into and superseded by this Agreement.
 In entering into this Agreement, neither Party has relied on any statement, representation,
 warranty, nor agreement of the other Party except for those expressly contained in this
 Agreement.

 Section 12.15 Relationship of Parties. This Agreement does not create any
 partnership, joint venture, employment, or agency relationship between the Parties. Nothing
 in this Agreement shall confer upon any other person or entity any right, benefit, or remedy
 of any nature.

 Section 12.16 Further Assurances. Each Party shall execute any document or take
 any action that may be necessary or desirable to consummate and make effective a
 performance that is required under this Agreement.

 Section 12.17 Governmental Immunity and Limitations on Liability. Lessee is
 hereby advised that any claims made by Lessee against the City, its officers, directors,
 employees, contractors, or volunteers shall be subject to the limitations set forth 12 V.S.A.
 § 5601, as the same may be amended from time to time. Nothing in this Agreement shall
 be construed to waive or limit any governmental or sovereign immunity the City may have,
 from any claim whatsoever, under statute or judicial precedent.

 Section 12.18 Notice of Lease. The Parties will at any time, at the request of either
 one, promptly execute multiple originals of an instrument, in recordable form which will
 constitute a notice of lease, setting forth the information required by 27 V.S.A. § 341(c).
 The City shall, upon request of Lessee, promptly execute and deliver to Lessee any transfer
 tax returns, affidavits or other documents which shall be required by any recording office
 as a condition of recording such memorandum or notice of this Agreement. Lessee shall be
 responsible for all recording fees and other recording costs, including recording taxes,
 related to the recording of the memorandum or notice of this Agreement.

 Section 12.19 No Discrimination. In addition to the federal clauses in Section
 12.20, Lessee, for itself, its representatives, successors, and assigns, does hereby covenant
 and agree that no person on the grounds of political or religious affiliation, race, color,
 national origin, place of birth, ancestry, age, sex, sexual orientation, gender identity, marital
 status, veteran status, disability, HIV positive status, genetic information or other protected
 classification shall be excluded from participation in, denied the benefits of, or be otherwise
 subjected to discrimination in the use of Lessee’s facilities pursuant to its operations
 hereunder. Lessee shall comply with all the requirements of Title 21, V.S.A., Chapter 5,
 Subchapter 6 and 7, relating to fair employment practices, to the extent applicable. All
 subcontracts permitted hereunder shall include reference to the above.

 Section 12.20 Required Federal Clauses. Lessee shall comply, and shall cause
 Lessee’s Associates to comply, with all Laws and Regulations, including all of the required
 federal clauses in this Section 12.20.

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 A. During the performance of this Agreement, Lessee, for itself, its assignees, and
successors in interest, agrees as follows:

 (i) Compliance with Regulations: Lessee will comply with the Title VI List of
 Pertinent Nondiscrimination Acts And Authorities, as they may be amended
 from time to time, which are herein incorporated by reference and made a part
 of this Agreement.

 (ii) Non-discrimination: Lessee, with regard to the work performed by it during
 the term of this Agreement, will not discriminate on the grounds of race, color,
 national origin (including limited English proficiency), creed, sex (including
 sexual orientation and gender identity), age, or disability in the selection and
 retention of contractors, including procurements of materials and leases of
 equipment. Lessee will not participate directly or indirectly in the
 discrimination prohibited by the Nondiscrimination Acts and Authorities,
 including employment practices when the contract covers any activity, project,
 or program set forth in Appendix B of 49 CFR Part 21.

 (iii)Information and Reports: Lessee will provide all information and reports
 required by the Acts, the Regulations, and directives issued pursuant thereto
 and will permit access to its books, records, accounts, other sources of
 information, and its facilities as may be determined by the sponsor or the FAA
 to be pertinent to ascertain compliance with such Nondiscrimination Acts and
 Authorities and instructions. Where any information required of Lessee is in
 the exclusive possession of another who fails or refuses to furnish the
 information, Lessee will so certify to the City or the FAA, as appropriate, and
 will set forth what efforts it has made to obtain the information.

 (iv) Sanctions for Noncompliance: In the event of Lessee’s noncompliance with
 the Non-discrimination provisions of this Agreement, the City will impose
 such sanctions as it or the FAA may determine to be appropriate, including,
 but not limited to cancelling, terminating, or suspending the Agreement, in
 whole or in part.

 (v) Incorporation of Provisions: Lessee will include the provisions of
 paragraphs (i) through (iv) of this Section 12.20(A) in every contract,
 including procurements of materials and leases of equipment, unless exempt
 by the Acts, the Regulations and directives issued pursuant thereto. Lessee
 will take action with respect to any contract or procurement as the City or the
 FAA may direct as a means of enforcing such provisions including sanctions
 for noncompliance. Provided, that if Lessee becomes involved in, or is
 threatened with litigation by a contractor, or supplier because of such
 direction, Lessee may request the City to enter into any litigation to protect the
 interests of the City. In addition, Lessee may request the United States to
 enter into the litigation to protect the interests of the United States.




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 B. Lessee for itself, its heirs, personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running
with the land that in the event facilities are constructed, maintained, or otherwise operated on the
property described in this Agreement for a purpose for which a FAA activity, facility, or program
is extended or for another purpose involving the provision of similar services or benefits, Lessee
will maintain and operate such facilities and services in compliance with all requirements imposed
by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination
Authorities (as may be amended) such that no person on the grounds of race, color, or national
origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to
discrimination in the use of said facilities.

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

 D. During the performance of this Agreement, Lessee agrees to comply with the
following non-discrimination statutes and authorities; including but not limited to:

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

 (ii) 49 CFR Part 21 (Non-discrimination In Federally-Assisted Programs of The
 Department of Transportation—Effectuation of Title VI of The Civil Rights
 Act of 1964);

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

 (iv) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as
 amended, (prohibits discrimination on the basis of disability); and 49 CFR
 Part 27;

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

 (vi) Airport and Airway Improvement Act of 1982, (49 USC § 471, Section
 47123), as amended, (prohibits discrimination based on race, creed, color,
 national origin, or sex);



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 (vii) The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the
 scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,
 The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act
 of 1973, by expanding the definition of the terms “programs or activities” to
 include all of the programs or activities of the Federal-aid recipients, sub-
 recipients and contractors, whether such programs or activities are Federally
 funded or not);

 (viii) Titles II and III of the Americans with Disabilities Act of 1990, which
 prohibit discrimination on the basis of disability in the operation of public
 entities, public and private transportation systems, places of public
 accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as
 implemented by Department of Transportation regulations at 49 CFR Parts 37
 and 38;

 (ix) The FAA’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits
 discrimination on the basis of race, color, national origin, and sex);

 (x) Executive Order 12898, Federal Actions to Address Environmental Justice in
 Minority Populations and Low-Income Populations, which ensures non-
 discrimination against minority populations by discouraging programs,
 policies, and activities with disproportionately high and adverse human health
 or environmental effects on minority and low-income populations;

 (xi) Executive Order 13166, Improving Access to Services for Persons with
 Limited English Proficiency, and resulting agency guidance, national origin
 discrimination includes discrimination because of limited English proficiency
 (LEP). To ensure compliance with Title VI, you must take reasonable steps to
 ensure that LEP persons have meaningful access to your programs (70 Fed.
 Reg. at 74087 to 74100); and

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

 E. In all its activities within the scope of its airport program, Lessee agrees to comply
with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent
Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race,
color, national origin (including limited English proficiency), creed, sex (including sexual
orientation and gender identity), age, or disability be excluded from participating in any activity
conducted with or benefiting from Federal assistance. This provision is in addition to that required
by Title VI of the Civil Rights Act of 1964. If Lessee transfers its obligation to another, the
transferee is obligated in the same manner as Lessee. The above provision obligates Lessee for
the period during which the property is owned, used or possessed by Lessee and the airport remains
obligated to the FAA.




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 F. In the event of breach of any of the above Nondiscrimination covenants, the City
will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and
facilities thereon, and hold the same as if the Agreement had never been made or issued.

 G. This Agreement incorporates by reference the provisions of 29 CFR Part 201, the
Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text.
The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full
and part time workers. Lessee has full responsibility to monitor compliance to the referenced
statute or regulation. Lessee must address any claims or disputes that arise from this requirement
directly with the U.S. Department of Labor – Wage and Hour Division.

 H. This Agreement incorporates by reference the requirements of 29 CFR Part 1910
with the same force and effect as if given in full text. Lessee must provide a work environment
that is free from recognized hazards that may cause death or serious physical harm to the employee.
Lessee retains full responsibility to monitor its compliance and any sublessee’s compliance with
the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part
1910). Lessee must address any claims or disputes that pertain to a referenced requirement directly
with the U.S. Department of Labor – Occupational Safety and Health Administration.

 I. Lessee agrees that it shall insert the above eight provisions (Section 12.20(A)
through (H)) in any agreement by which said Lessee grants a right or privilege to any person, firm,
or corporation to render accommodations and/or services to the public on the Leased Premises
herein leased or owned.

 J. Lessee agrees to comply with the notification and review requirements covered in
Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned
for the Leased Premises, or in the event of any planned modification or alteration of any present
or future building or structure situated on the Leased Premises.

 Section 12.21 Condemnation.

 A. In the event of a condemnation or a taking by the use of eminent domain of all or
any part of the Leased Premises, all proceeds of such condemnation or taking shall be apportioned
to Lessee and the City as follows:

 (i) The amount awarded for the taking of the Leased Premises shall belong to the
 City.

 (ii) Lessee shall have the right to recover such compensation as may be awarded
 on account of the value of the Improvements owned and/or made by Lessee
 for the remainder of the Term, for moving and relocating expenses, for the
 value of its property interest and business conducted on the Leased Premises
 including but not limited to the loss, if any, sustained by Lessee as a result of
 the termination of this Agreement for loss of business, fixtures, goodwill,
 moving expenses and attorneys’ fees and costs, and for any other damages
 sustained by Lessee as a result of such condemnation, provided that Lessee
 may not pursue the City for any such costs unless the City is the entity
 condemning or taking the Improvements.

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 B. If the condemnation or taking by eminent domain is such that Lessee cannot
reasonably conduct its business, then at Lessee’s option, the Agreement may be terminated upon
sixty (60) days prior written notice to the City. In the event of a partial condemnation of the Leased
Premises, this Agreement shall not be terminated, provided there should be an equitable reduction
in the amount of Rent payable under this Agreement.

 Section 12.22 Public Records Act. Any and all records submitted to the City,
 whether electronic, paper, or otherwise recorded, are subject to the Vermont Public Records
 Act. The determination of how those records must be handled is solely within the purview
 of the City. All records considered to be trade secrets, as that term is defined by subsection
 317(c)(9) of the Vermont Public Records Act, shall be identified, as shall all other records
 considered to be exempt under the Vermont Public Records Act. It is not sufficient to
 merely state generally that the proposal is proprietary or a trade secret or is otherwise
 exempt. Particular records, pages, or sections that are believed to be exempt must be
 specifically identified as such and must be separated from other records with a convincing
 explanation and rationale sufficient to justify each exemption from release consistent with
 Section 317 of Title 1 of the Vermont Statutes Annotated.

 Section 12.23 Livable Wage Ordinance. Lessee shall comply with all applicable
 requirements of the City’s Livable Wage Ordinance, B.C.O. 21-80 et seq (“LWO”), in
 connection with this Agreement. Among other things, Lessee shall pay all “covered
 employees” as defined in the LWO (including the covered employees of contractors and
 subcontractors) a livable wage, as determined or adjusted annually by the City, and shall
 provide paid time off during the entirety of the Term pursuant to the requirements of the
 LWO, to the extent such requirements are applicable to Lessee’s activities.

 Section 12.24 Outsourcing Ordinance. Lessee shall comply with, and cause its
 officers, directors, employees, contractors, subcontractors, permitted sublessees, and other
 representatives to comply with, the City of Burlington’s Outsourcing Ordinance, B.C.O. §§
 21-90 – 21-93, in carrying out its rights and obligations under this Agreement.

 Section 12.25 Union Deterrence Ordinance. Lessee shall comply with, and cause
 its officers, directors, employees, contractors, subcontractors, permitted sublessees, and
 other representatives to comply with, the City of Burlington’s Union Deterrence Ordinance,
 B.C.O. §§ 21-100 et seq., in carrying out its rights and obligations under this Agreement.

 Section 12.26 Casualty. In the event of a casualty to the Existing Facilities or
 Improvements on the Leased Premises, the City shall promptly rebuild or repair the Leased
 Premises. All proceeds of the insurance policy of the City covering the casualty shall be
 applied first to the repair and restoration of the Existing Facilities and the Property, and any
 insurance proceeds in excess of the amounts required to repair and/or restore the Existing
 Facilities and the Property shall be apportioned freely to the City. All proceeds of the
 insurance policy of the Lessee covering the casualty to the Improvements shall be applied
 first to the repair and restoration of the Improvements, and any insurance proceeds in excess
 of the amounts required to repair and/or restore the Improvements shall be apportioned
 freely to Lessee. If the casualty is such that Lessee cannot reasonably conduct its business,
 then at Lessee’s option, the Agreement may be terminated upon sixty (60) days prior written

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 notice to the City. In the event of a partial casualty of the Leased Premises, this Agreement
 shall not be terminated, provided there should be an equitable reduction in the amount of
 Rent payable under this Agreement. Lessee shall not be required to rebuild or repair any
 Improvements located on the Leased Premises but may do so at its option.

 Section 12.27 Cooperation. The Parties shall make their designated representative
 available to meet within a reasonable time to discuss issues relating to the Agreement or the
 Leased Premises.

 Section 12.28 No Third-Party Beneficiaries. This Agreement is made for the sole
 and exclusive benefit of the City and Lessee, and is not made for the benefit of any third
 party.

 Section 12.29 Authority. The persons signing this Agreement hereby warrant that
 they have full authority to sign this Agreement on behalf of the respective Parties.

 Section 12.30 Entire Agreement. This Agreement constitutes the entire agreement
 of the parties regarding the matters described herein, and any representations or
 understandings not included herein shall have no effect.

 Section 12.31 Commissions and Fees. The Parties warrant and represent to each
 other that they have no knowledge of any real estate broker or agent to whom a commission
 may be payable as a result of this transaction or any such knowledge of any finder’s fees or
 commissions related thereto, except Donahue & Associates (the “Broker”). The City shall
 be solely responsible for paying the Broker any and all real estate commissions and/or fees
 associated with this Agreement. The Parties shall indemnify and hold harmless the other
 for all claims or demands of any other real estate agent or broker claiming by, through, or
 under such party, which indemnification shall also include payment of costs and attorneys’
 fees incurred by a party in defense of a claim for such real estate commissions or fees.

 [SIGNATURE PAGES FOLLOW]




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 IN WITNESS WHEREOF, the Parties, as evinced by the signatures of their duly authorized
agents, do hereby execute this Agreement as of the Effective Date.

 CITY OF BURLINGTON,
 a municipal corporation of the State of Vermont



 By:
 Name: ______________________________________
 Title: _______________________________________



STATE OF VERMONT )
 ) ss.
COUNTY OF CHITTENDEN )


 The foregoing instrument was acknowledged before me this ____ day of
_______________, 2025, by ______________________________________________________,
as and Authorized Agent of City of Burlington.



 __________________________________
 Notary Public
 My commission number:
 My commission expires:




 Signature Page of the City

 Page 158 of 247
IN WITNESS WHEREOF, the Parties, as evinced by the signatures of their duly authorized agents,
do hereby execute this Agreement as of the Effective Date.


 LESSEE
 BETA TECHNOLOGIES, INC.
 a Delaware corporation


 By:
 Name: ______________________________________
 Title: _______________________________________



STATE OF VERMONT )
 ) ss.
COUNTY OF CHITTENDEN )


 The foregoing instrument was acknowledged before me this ____ day of
_______________, 2025, by ______________________________________________________,
as and Authorized Agent of Beta Technologies, Inc.



 __________________________________
 Notary Public

 My commission number:
 My commission expires:




 Signature Page of Lessee

 Page 159 of 247
 EXHIBIT A

Leased Premises and License Area




 Exhibit A
 Leased Premises

 Page 160 of 247
 81 Maple Street ▪ Burlington VT 05401
 802▪864▪6844 ▪ www.fffinc.com
 Architecture ▪ Planning ▪ Interiors




 2 EXISTING ENTRY ELEVATION
 A100 SCALE: 1/8" = 1'-0"




 A100


 2




 13'-11" 12'-6" 17'-0" 10'-11"


 9'-0"
 12'-4"
 16'-9"



 9'-0"
 4'-0"

 19'-5"
 TLT
 IT

 11'-10" 11'-10" 10'-2"
 TLT
 16'-6"


 17'-4" 14'-4" 12'-8" 13'-6"
 SPKLR ELEC ROOM


 12'-4"
 25 Customs Drive
 PATRICK LEAHY BURLINGTON

 8'-6"
 WORK AREA INTERNATIONAL AIRPORT




 OPEN AREA 4'-0" OFFICE SUITE B
 OPEN AREA TLT

 38'-2"
 OPEN AREA



 45'-2 1/2"
 SHED



 16'-4"
 12'-0"
 OPEN AREA
 10'-5" 10'-6" 14'-0" The purpose of this drawing is for general overall dimensions of the existing space. The
 drawing is not intended for construction purposes, and other than being to scale, it does not

 68'-8"
 identify all existing conditions and metrics. The site has not been surveyed and accordingly site
 15'-7" 20'-5" elements are diagrammatic for general reference only. Measurements to satisfy BOMA
 calculation requirements could be provided through supplemental services.


 GENERAL NOTES:
 OPEN AREA 1. ALL BUILDING DIMENSIONS ARE APPROXIMATE, BASED ON HAND MEASURING IN FIELD. THE
 CURRENT TENANT FURNITURE AND EQUIPMENT IS WITHIN THE SPACE MAKING IT DIFFICULT
 TO DIMENSION AND CONFIRM ALL EXISTING CONDITIONS. SOUTH BURLINGTON, VT
 2. FOR DIAGRAMMATIC PURPOSE ONLY. DRAWINGS ARE NOT FOR CONSTRUCTION.



 34'-9 1/2"
 OPEN AREA
 SPECIALTY OPEN AREA OPEN AREA 15'-1" 6'-0" 37'-8 1/2"
 FFF PROJECT NO:

 AREA 2501
 30'-6" ORIGINATION SCALE:
 25 CUSTOMS DRIVE
 23'-0 1/2"
 DATE:
 SPECIALTY SPECIALTY
 COVERED AREA AREA
 03/07/2025 1/8" = 1'-0"
 AREA DRAWN BY: CHECKED BY:

 JG AH
 14'-6"
 STORAGE SPECIALTY
 AREA ISSUE LOG:
 SPECIALTY
 32'-1" 26'-1" 20'-2" 19'-0"
 AREA




 SHED

 SHEET CONTENTS:



 EXISTING PLAN &
 ENTRY


3/9/2025 10:59:08 AM
 ELEVATION
 SHEET NO:



 1
 A100
 EXISTING LEVEL 1 PLAN
 SCALE: 1/8" = 1'-0"
 A100
 © 2022 Freeman French Freeman Inc.




 Page 161 of 247
 EXHIBIT B

Leased Premises Existing Conditions as of May 5, 2025




 39

 Page 162 of 247
Page 163 of 247
Page 164 of 247
Page 165 of 247
Page 166 of 247
Page 167 of 247
 EXHIBIT C

Turnover Responsibilities




 40

 Page 168 of 247
 25 Customs Drive
 Turnover Responsibilities


 May 5, 2025




City Responsibilities


 • Remove equipment/tooling left by previous Tenant (Complete)
 • Perform a preventive maintenance on the RTUs and the hot water heaters. Share reports
 with BETA.
 • Ensure the fire sprinkler systems is inspected and compliant.
 • Inspect the fire sprinkler backflow preventor.
 • Final clean of space that was not completed by the prior tenant. Final clean to include
 duct cleaning.
 • Repair exterior doors that do not operator correctly. South West door is the only opening
 that remains to be fixed.
 • Replace transformer in main electric room that was not functioning properly for base
 building lighting.
 • Add backflow preventor per Champlain Water District to be code compliant.




 1


 Page 169 of 247
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Airport Submitter: Nicolas Longo
 Request to execute a Non-Aeronautical Facility Lease Agreement with Beta
 Title/Subject: Technologies for an industrial building located at 25 Customs Drive

 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 6/16/2025

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 5/23/2025 Nicolas Longo

 Mayor’s Office Yes 5/28/2025 Erin Jacobsen
 Board/Commission Yes 5/28/2025 Airport Commission
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 contracts or legal documents item. enter a date.
 City Attorney’s Office for memo and Yes 6/10/2025 Erik Ramakrishnan
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 5/27/2025 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 170 of 247
To: Board of Finance and City Council

From: Brian Pine, incumbent Director Community & Economic Development Office (CEDO)
 Tim Clancy, HR Manager

CC: Kara Alnasrawi, incoming CEDO Director

Date: June 16, 2025

Re: Re-classification of the Housing Program Specialist in CEDO


Executive Summary:
The Community & Economic Development Office (CEDO) is requesting the re-classification of the Housing
Program Specialist position from a grade 17 to 18.

Background:
With internal restructuring and the recent loss of capacity within CEDO the Housing Program Specialist is
now tasked with administration and oversight of the City of Burlington’s Permanent Supportive Housing
grant(s) funded by the US Department of Housing & Urban Development (HUD). For more than ten years
the permanent supportive housing (PSH) grants have provided rental assistance for up to 41 households
who were experiencing homelessness ensuring they have an integrated, permanent home with
supportive services in the community.

Chittenden County Homeless Alliance is a coalition of individuals, organizations, and government entities
that support a vision of a safe, decent, affordable, stable home for every person and family in Chittenden
County. On behalf of CCHA the City of Burlington annually submits a collaborative application to HUD’s
Continuum of Care funding competition. The PSH grant is one of several applications included in this
collaborative application; these HUD funds are prioritized to persons in the community who are unhoused
and experiencing the greatest vulnerabilities through the Coordinated Entry program.

This reclassification is necessary as this union non-exempt position is engaging in responsibilities that
require additional skills and knowledge, were not a part of their original job description, and were a part




 Page 171 of 247
of a grievance filed by the AFSCME union. Specific new skills and tasks include: budgeting and financial
monitoring, completing grant applications, periodic and annual reporting, tracking program participants,
monitoring funding partners, leading grant compliance meetings, and acting as liaison and point-of-
contact for stakeholders. The AFSCME union grievance will be resolved when the reclassification is
formally approved and compensation is backdated to the 4/3/25 start date for taking on the additional
responsibilities.

The updated job description was reviewed by the HR grading committee, and they recommended
reclassification to pay grade 18 for the position.

There is an existing $5,000 annual administrative fee that is derived from these grants, and CEDO staff are
working with HUD to expand this funding amount. Time expended in administering this grant is also an
allowed expense under the Housing Trust Fund as it extends housing opportunities and access to
households in the City with very low or non-existent income.

These additional responsibilities were transferred to the Housing Program Specialist April 3, 2025
Financial Impact:

  Position Current Proposed FY25 New
 Current Rate
 Grade/Step Grade/Step Rate

  Housing Program $35.0363/hr
 17/3 $32.7568/hr 18/3
  Specialist

  Motions:


  Board of Finance Motion
  To approve and recommend that the City Council approve and authorize the reclassification of the
  Housing Programs Specialist, a regular, full-time, non-exempt, AFSCME, Grade 17 position to a
  regular, full-time, non-exempt, AFSCME, Grade 18 position in the Community & Economic
  Development Office.

  City Council Motion
  To approve and authorize the reclassification of the Housing Programs Specialist, a regular, full-time,
  non-exempt, AFSCME, Grade 17 position to a regular, full-time, non-exempt, AFSCME, Grade 18
  position in the Community & Economic Development Office.




 Page 2 of 2


 Page 172 of 247
 Board of Finance and City Council Submission Checklist
 Department: CEDO Submitter: Brian Pine

 Title/Subject: Reclassification of CEDO Housing Programs Specialist

 Approval: Meeting Date:
 ☒ Board of Finance 6/16/2025
 ☒ City Council 6/16/2025
 ☐ Concurrent 6/16/2025

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 6/11/2025 Brian Pine

 Mayor’s Office informed and approved memo Yes 6/11/2025 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 6/11/2025 Emmett Wood
 motion(s) or resolution(s)
 -Identify attorney in note
 CAO has reviewed budget, financing, and Yes 6/11/2025 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 Memo with motion
 Contract Attached, if applicable? No N/A
 Additional Materials, if necessary No N/A
 Draft Resolution or Motion? Yes Part of the memo
 If for submission to Council, are N/A Click or tap here to enter text.
 sponsors identified?




 Page 173 of 247
 MEMORANDUM

To: Board of Finance
From: Shawn P. Burke, Interim Chief of Police
Date: June 16th, 2025
Re: Creation of Limited Service Interim Deputy Chief of Operations Position

EXECUTIVE SUMMARY

I am pleased to bring forward for your consideration the creation of a Limited Service Interim Deputy
Chief of Operations position to be filled by Jon Young who formerly served with BPD. Jon Young was
identified in the search process and will assume the role of Deputy Chief of Operations on June 30th,
2025, contingent upon approval by the Board of Finance.

BACKGROUND and ROLE

The Deputy Chief of Operations position has been vacant since the fall of 2024 when Wade Labrecque
retired. The former administration launched a national search for the position after concluding that
there were no viable internal candidates.

This process led to the City offering Jon Young the role of Interim Deputy Chief of Operations and his
acceptance of that offer for a term of three years beginning June 30th. This offer is strategic in terms of
bringing immediate stability to the Command Team, providing leadership to the Uniform Service Bureau,
and creating the opportunity for intentional staff development to assume command level positions in
the future.

QUALIFICATIONS

Jon Young served with the BPD for 20 years and held the rank of Lieutenant upon his retirement in 2021.
Young has maintained his Vermont Criminal Justice Council certification as a police officer and can
immediately assume the critical duties of the Deputy Chief of Operations. Young’s candidacy was
compelling beyond his experience and certification. Young has spent the last four years in a leadership
role in the private sector and misses policing, specifically policing in Burlington. Young has strong
connections to both the community and staff and will be an instrumental member of the transitional
leadership team the BPD will need over the next three years.

SALARY and FINANCIAL IMPACT

The Interim Deputy Chief of Operations position is classified as a non-union, exempt role. The City has
offered Jon Young, subject to Board of Finance approval, an annual salary of $135,775.75 which is step 2
of the Deputy Chief pay scale based on Jon’s experience (see attached resume). The position is also




 Page 174 of 247
eligible for the City’s benefit package. However, as with all other limited-service positions, Young will not
be eligible for participation in the City’s pension system.

The position is currently fully funded, and this limited service opportunity is slightly favorable in terms of
impact on the FY 26 budget. The permanent Deputy Chief of Operations position will be intentionally
held vacant and unfunded during Young’s tenure. The department will use this time to develop internal
candidates as part of the rebuilding process – BPD has historically produced strong leaders from within,
and this transitional team is committed to carrying this proud tradition forward.

MOTIONS

Board of Finance Motion:

To approve the creation of an Interim Deputy Chief of Operations, a Limited Service, Non-union, Full-
time, Exempt position in the Police Department, with a paygrade on the PUPS scale at the Deputy Chief
grade.




 Page 175 of 247
 City of Burlington
 Job Description

Position Title: Interim Deputy Chief, Operations
Department: Police Department
Reports to: Police Chief
Pay Grade: PUPS DC Job Code: 1002
Exempt/Non-Exempt: Exempt Union: N/A
Remote Work Rating: Tier 2 Status: Full Time Limited Service

General Purpose: The position of Deputy Chief is second in the chain of command for the
Burlington Police Department (BPD), reporting directly to the Chief of Police. There are two
deputy chief positions. The Deputy Chief, Operations, manages the daily operations and
activities of the Uniform Services Bureau, including patrol, the airport, and the Community
Service Officers. The Deputy Chief, Administration, manages the Administrative Services Bureau
and the Detective Services Bureau. The three bureaus overseen by the Deputy Chiefs are the
agency’s largest organizational components. (Additionally, the agency contains a business
management component, and a social services component called CAIP, or Crisis Advocacy
Intervention Programs. These are overseen by the Executive Manager and the Assistant
Director, CAIP, respectively. The Deputy Chiefs, the Executive Manager, and the Assistant
Director comprise the agency’s executive staff, which works closely and collaboratively
together, and reports to the Chief of Police.)

Essential Job Functions: (This section outlines the fundamental job functions that must be
performed in this position. The “Qualifications/Basic Job Requirements” and the “Physical and
Mental/Reasoning Requirements and Work Environment” state the underlying requirements
that an employee must meet to perform these essential functions. In accordance with the
Americans with Disabilities Act, reasonable accommodations may be made to qualified
individuals with disabilities to perform the essential functions of the position.)

 • Assist the Chief of Police in formulating and reviewing plans and policies regarding
 public safety needs, and executing said plans and policies.
 • Act as an ambassador of the BPD’s vision, mission, and values.
 • Participate in strategic planning and budgeting.
 • Review the overall performance of the BPD, maintain disciplinary procedures and
 standards, and assist with preparing and adhering to the annual budget.
 • Represent the BPD at regional, national, and international law-enforcement meetings.
 • Meet with community stakeholders, members of local government, and peers at other
 City departments as needed, collaborating to help achieve the BPD’s public safety vision,
 mission, and goals.




 Page 176 of 247
• Attend meetings of the independent Burlington Police Commission and other City
 committees, representing the BPD’s mission and goals.
• Communicate effectively in presenting information to the public using a variety of
 media.
• Participate in labor relations and negotiation processes with City Unions representing
 police department employees.
• Assume the duties of the Chief of Police in their absence.
• Schedule shift assignments for both sworn and non-sworn personnel in the deputy
 chief’s respective bureau(s).
• Transmit orders from the Chief of Police to subordinate supervisors and non-supervisory
 employees to ensure uniform interpretation of those orders and compliance.
• Issue memoranda and written guidance on operational issues as needed.
• Under the guidance of the City Attorney’s office, represent the BPD for various
 litigation.
• Effectively implement a variety of managerial principles, including but not limited to
 leadership, oversight, mentoring, coaching, and supervision to ensure the BPD’s mission
 and proper staff development.
• Develop employees and provide periodic evaluations to subordinates.
• Review and approve or reject all new hires prior to finalization by the Chief of Police.
• Perform periodic police service functions, such as patrol or investigative functions, in
 order to remain aware of the work done by subordinates and line officers, including
 enforcing criminal law violations, motor vehicle statutes, and City ordinances, and
 effecting arrests when necessary.
• When required, act as the Officer in Charge (OIC) of a shift.
• Carry out administrative practices to ensure proper police operation.
• Encourage and emphasize community-based policing, including compassionate service,
 the use of alternative justice when applicable, and the practices of Burlington’s
 Community justice Center (CJC) and other alternatives to the traditional criminal justice
 system.
• Carry out the essential functions of a Level III Police Officer as defined by Vermont law
 and ensure that sworn employees in the deputy chief’s respective bureau do the same.
• Delegate or assign work activities to subordinate sworn and civilian employees.
• Adhere to the BPD’s Code of Ethics, Rules, and Directives, acting in a manner, on duty
 and off, that remains unsullied and does not bring discredit to one’s self, the BPD, or the
 City of Burlington.
• Ensure subordinates understand and adhere to the BPD’s Code of Ethics, Rules, and
 Department Directives.
• Support, attend, and/or help plan ceremonial events such as swearing-in ceremonies,
 promotions, police academy graduations, and the annual awards ceremony.
• Foster and ensure a harmonious and professional work environment.




 Page 177 of 247
Deputy Chief, Operations Specific
 • Oversee the Uniform Services Bureau (USB), including daily operational activities
 in the areas of patrol, airport security, and community services. (Patrol services
 include Animal Control, K-9 Handlers, School Resource Officers, the Domestic
 Violence Victim’s Advocate, and all patrol-related police functions, including
 vehicle patrol, motorcycle patrol, and foot patrol.)
 • Oversee police presence and security at major city events such as New Year’s
 Eve, the Vermont City Marathon, the Third of July celebrations, and the Church
 Street Tree Lighting Ceremony.
 • Directly supervise the patrol lieutenants, the Uniform Services Bureau Support &
 Administrative Coordinator, and the airport supervisor.
 • Evaluate, guide, mentor, and develop all USB supervisors (community service
 manager, sergeants, and lieutenants).
 • Oversee the Community Service Officer (CSO) program, made up of unarmed,
 non-sworn employees addressing animal issues, non-injury crashes, quality-of-
 life calls for service, and other incidents that do not automatically require sworn
 police.
 • Ensure USB is collaborating and coordinating with CAIP.
 • Oversee the BPD’s wellness efforts in conjunction with the City’s human
 resources department.
 • Liaise with community stakeholders such as but not limited to the Burlington
 CJC, Fletcher Free Library, the faith community, the Burlington School District,
 the King Street Center, the Boys & Girls Club, the Vermont Department for
 Children and Families, the PRIDE Center, Howard Center, Spectrum, the
 University of Vermont Medical Center, AALV, etc.
 • Liaise with the University of Vermont and the University of Vermont Police
 Department relative to noise complaints, on-campus crimes, commencement
 exercises, etc.
 • Attend and support the Community BBQ, Creemee with a COP, Trunk or Treat,
 Parent University, etc.
 • Monitor the use-of-force review process and prepare the monthly Use-of-Force
 Report for public release.
 • Ensure Department Directives relative to USB are current, and are followed, and
 recommend changes or updates as needed.
 • Perform Administrative Reviews or Internal Investigations as required.
 • Periodically attend roll calls for all shifts.
 • Approve permits for protests, parades, and special events.




 Page 178 of 247
Non-Essential Job Functions:
 • Performs other duties as required.

Qualifications/Basic Job Requirements:
 • Ability to actively support City diversity, equality, and cultural competency efforts within
 stated job responsibilities and work effectively across diverse cultures and
 constituencies.
 • Bachelor's degree or higher is preferred. Commensurate experience, including military
 experience, may be considered.
 • Minimum of ten (10) years of police experience and a minimum of three (3) years in a
 supervisory police role.
 • Demonstrated knowledge of and proficiency in management principles.
 • Must possess, or be able to obtain within one month, a valid Vermont Driver's License
 and maintain said license.
 • Must possess, or be able to obtain within one year, a Vermont Police Academy Law
 Enforcement Certification as a Level III officer. Out-of-state candidates must be current
 law-enforcement officers or have been separated from a certified law-enforcement role
 for no more than three (3) years.
 • Thorough knowledge of the principles and practices of police administration, and
 approved police methods and procedures.
 • Knowledge of City, State, and Federal laws and regulations affecting police work.
 • Knowledge of the major functional areas of municipal government, with demonstrated
 knowledge of the City of Burlington preferred, or the ability to achieve such knowledge.
 • Knowledge of budgetary procedures and fiscal accountability.
 • Ability to establish and maintain effective working relationships with City officials,
 subordinates, the general public, and other law-enforcement officials.
 • Ability to interpret research data for BPD planning projects.
 • Ability to communicate clearly, both orally and in writing.
 • Demonstrated ability to represent the City of Burlington and the BPD effectively and
 professionally in all written and verbal interactions with many stakeholders, including
 BPD personnel, City personnel, the media, elected officials, and community members.
 • Ability to remain calm, prioritize work, and problem solve while addressing competing
 objectives and deadlines in a fast-paced, high-pressure, high-stakes environment.
 • Strong interpersonal skills, including the ability to work closely and collaboratively with
 colleagues and subordinates in the BPD.
 • Must be able to meet Criminal Justice Information Services (CJIS) standards established
 by the Federal Bureau of Investigation (FBI) within six (6) months of hire date, and be
 able to obtain and maintain Vermont Criminal Information Center (VCIC) and National
 Crime Information Center (NCIC) certification.




 Page 179 of 247
 • Must successfully pass an oral board interview and full background check conducted by
 the BPD.
 • Ability to work with a diverse population with a strong commitment to equity and
 inclusion, among City staff and the general public.

Physical & Mental/Reasoning Requirements; Work Environment:
These are the physical and mental/reasoning requirements of the position as it is typically
performed. Inability to meet one or more of these physical or mental/reasoning requirements
will not automatically disqualify a candidate or employee from the position.

 Task/Skill/ Ability Frequency Task/Skill/ Ability Frequency
 X Seeing Constant  Ability to lift and Carry,
 push or pull
 X Color perception (red, Constant 10 - 25lbs Constant
 green, amber)
 X Hearing/listening Constant 25 - 50lbs Frequent
 X Clear speech Constant 50 - 75lbs Occasional
 X Touch/ Dexterity - Constant 75+ lbs Occasional
 X Hand Analysis/ Comprehension Constant
 X Finger Judgment/ decision making Constant
 X Reading - Utilization of pressurized
 equipment
 Simple Moving objects
 Basic high places
 X Complex Frequent fumes/odors
 X Writing - hazardous materials
 Simple dirt/dust
 Basic
 X Complex Frequent
 Mathematics
 Simple
 Basic
 X Complex Frequent
 X Walk or move over
 distances under own power
 X within offices/ building or Constant
 even terrain)
 X outdoors or uneven terrain Frequent




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 X Work alone, or under Frequent
 minimal supervision
 X Work directly and indirectly Frequent
 with others
 X Verbal contact with others Constant
 X Face-to-face contact Frequent
 X Work outdoors in - Frequent
 X extreme heat
 X extreme cold
 X other adverse weather
 conditions

 Never Occasional Frequent Constant
 0% 1-33% 34-66% 67-100%
 0% equal or less than 2.6 2.7 -5.2 equal or greater than 5.3 Hours
 hours hours
 * all times and %s are based on a the assumption of an 8 hour shift schedule




Supervision:
Directly Supervises: 15+ Indirectly Supervises: 75+

Disclaimer:
The above statements are intended to describe the general nature and level of work being
performed by employees to this classification. They are not intended to be construed as an
exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified

Approvals:
Department Head: ________________________________ Date: ____________

Human Resources: ________________________________ Date: ____________

Updated 06/09/2025.




 Page 181 of 247
Page 182 of 247
Page 183 of 247
Page 184 of 247
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Police Submitter: Shawn P. Burke, Interim Chief

 Title/Subject: Creation – Limited Service Deputy Chief of Operations Position

 Approval Requested: Meeting Date:
 ☒ Board of Finance 6/16/2025
 ☐ 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 6/4/2025 Shawn Burke

 Mayor’s Office Yes 6/11/2025 Erin Jacobsen
 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 N/A Click or tap to Click or tap here to enter text.
 contracts or legal documents enter a date.
 City Attorney’s Office for memo and Yes 6/11/2025 Hayley McClenahan
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 6/11/2025 Katherine Schad
 Human Resources, if personnel action Yes 6/9/2025 Tim Clancy – job description
 or policy review.
 CIO, if IT-related N/A Click or tap to Click or tap here to enter text.
 enter a date.




 Page 185 of 247
 City of Burlington
 Department of Public Works

 Technical Services Engineering Division
 645 Pine Street, Suite A
 Burlington, VT 05402
 P 802-863-9094 / F 802-863-0466 / TTY 802-863-0450
 www.burlingtonvt.gov/DPW




 Memo
Date: June 16, 2025 & June 23, 2025

To: Board of Finance and City Council

From: Laura Wheelock, PE, City Engineer/Division Director – Technical Services

CC: Chapin Spencer, Director of Public Works
 Lynn Reagan, Interim Director of Human Resources

Subject: DPW – Technical Services Reorganization



Executive Summary

 We propose a reorganization within the group to eliminate the vacant Regular, Full-time,
 Exempt, Non-Union, Grade 22 Senior Public Works Engineer position and create a Regular, Full-
 time, Exempt, Non-Union, Grade 21 Public Works Transportation Engineer position. This change
 will update staff to management ratios which have previously been low in this division.

 There is a coordinating update of the Senior Planner job description and title to support the
 supervision of engineering staff and allow this role to function similarly to the Senior Public
 Works Engineer.

Background
The Department of Public Works – Technical Services (DPW-TS) has a very large number of complex
capital projects actively in design and construction. Over the last year, DPW-TS has finally been able to
hire key positions and get back to nearly full staffing. A recent vacancy of a senior level position has
allowed the opportunity to reorganize this team to support higher staff-to-management ratios that
align better with the Administration’s Modern Gov recommendations and findings in the Operational
Efficiency Study.

This change in our organizational structure will ensure we still have staff available to address the
workload on our division that is able to focus on advancing and completing projects, as well as to shift
the work that the senior level positions complete more towards staff management/oversight.

The Senior Public Works Engineer previously supervised two full time positions, these positions will be
reorganized along with the newly created position as shown in the attached organizational charts. It is

 Page 186 of 247
also necessary to update the job description and title for the Senior Planner to represent that this role
will support engineering staff in the highly technical work that they complete. This position will be titled
Senior Transportation Engineer & Planner and also have updated minimum qualifications that align with
the Senior Public Works Engineer.

Financial Impact

DPW-TS is a division that make use of billing time to Federal/State grant source for project
management time, and other non-general fund sources. This change will reduce Technical Services
payroll expenses while overall resulting in a slight net savings as it is anticipated that staff will be able
to maintain our billable percentages and the reduction in billable rate will be offset by the slightly
lower salary. The result is an approximate savings to the overall budget of less than $1,000.

The chart below shows just the salary change.

 Current Grade Current Salary New Grade New Salary Difference

 22 $89,009 21 $86,476 $2,533

Motions

Board of Finance Motion:

 To recommend that City Council approve the:
  Elimination of the vacant Senior Public Works Engineer position, a Regular, Full-time, Exempt,
 Non-Union, Grade 22 role in the Technical Services Division of the Department of Public
 Works.
  Creation of a Public Works Transportation Engineer position, a Regular, Full-time, Exempt,
 Non-Union, Grade 21 role in the Technical Services Division of the Department of Public
 Works.
  Retitling of the Senior Planner position and associated job description updates, a Regular,
 Full-time, Exempt, Non-Union, Grade 22 role, to Senior Transportation Engineer & Planner a
 Regular, Full-time, Exempt, Non-Union, Grade 22 role in the Technical Services Division of the
 Department of Public Works.

City Council Motion:
 To approve the:
  Elimination of the vacant Senior Public Works Engineer position, a Regular, Full-time, Exempt,
 Non-Union, Grade 22 role in the Technical Services Division of the Department of Public
 Works.
  Creation of a Public Works Transportation Engineer position, a Regular, Full-time, Exempt,
 Non-Union, Grade 21 role in the Technical Services Division of the Department of Public
 Works.
  Retitling of the Senior Planner position and associated job description updates, a Regular,
 Full-time, Exempt, Non-Union, Grade 22 role, to Senior Transportation Engineer & Planner a
 Regular, Full-time, Exempt, Non-Union, Grade 22 role in the Technical Services Division of the
 Department of Public Works.

 Page 187 of 247
Attachments:
 1. Existing and Proposed Organization Chart
 2. Eliminated Senior Public Works Engineer Job Description
 3. Created Position –Public Works Transportation Engineer Job Description
 4. Updated Senior Planner Job Description, now titled Senior Transportation Engineer & Planner




 Page 188 of 247
Existing
 Department of Public Works
 Laura Wheelock
 Technical Services Division Division Director of
 City of Burlington Technical Services / City
 Engineer and Surveyor
 Proposed April, 2025 Grade 25




 Corey Mims Pet er Procaccio Michelle Commoss
 Phillip Peterson
 Senior Public W orks Senior Public W orks Bill ing & Administrat ive
 Senior Planner
 Engineer Engineer Accountant
 Grade 22
 Grade 22 Grade 22 Grade 17


 Julia Ursaki Cal eb Manna
 Madeline Suender
 Public W orks Associate Public Works
 Public Work s Engineer
 Transportation Engineer Engineer
 Grade 21
 Grade 21
 Grade 19
 Christina Cangi ol osi
 Calvin Wuthrich Jack Kell er
 Associate Public Works
 Associate PW Engineer Public Works Engineer
 Grade 19 Engineer
 Grade 21
 Grade 19

 Al ice Schwencke
 Excavation Inspector
 Grade 19




 Page 189 of 247
Proposed
 Department of Public Works
 Laura Wheelock
 Technical Services Division Division Director of
 City of Burlington Technical Services / City
 Engineer and Surveyor
 Proposed April, 2025 Grade 25




 Phillip Peterson Corey Mims Michelle Commoss
 Senior Transportation Senior Public W orks Bill ing & Administrat ive
 Engineer & Planner Engineer Accountant
 Grade 22 Grade 22 Grade 17


 Julia Ursaki Cal eb Manna
 Public W orks Associate Public Works
 Transportation Engineer Engineer
 Grade 21 Grade 19

 Calvin Wuthrich Jack Kell er
 Associate PW Engineer Public Works Engineer
 Grade 19 Grade 21


 Madeline Suender Al ice Schwencke
 Public Work s Engineer Excavation Inspector
 Grade 21 Grade 19

 Christina Cangi ol osi Vacant
 Associate Public Works Public Work s Engineer
 Engineer Grade 21
 Grade 19




 Page 190 of 247
Eliminated

 Senior Public Works Engineer
 Page 1 of 4
 City of Burlington
 Job Description

 Position Title: Senior Public Works Engineer
 Department: Department of Public Works
 Reports to: Assistant Director of Technical Services
 Pay Grade: 22 Job Code: 1271
 Exempt/Non-Exempt: Exempt Union: Non-Union

 General Purpose: Under the supervision of the Assistant Director of Technical Services, this
 position is responsible for the management and oversight of technical staff and the professional and
 administrative engineering work involved in the development and implementation of various
 projects for the City of Burlington.

 Essential Job Functions: (This section outlines the fundamental job functions that must be
 performed in this position. The “Qualifications/Basic Job Requirements” and the “Physical and
 Mental/Reasoning Requirements and Work Environment” state the underlying requirements that an
 employee must meet in order to perform these essential functions. In accordance with the
 Americans with Disabilities Act, reasonable accommodations may be made to qualified individuals
 with disabilities to perform the essential functions of the position.)
  Provide management and technical oversight to assigned workgroups.
  Develop and manage program or capital project budgets.
  Prioritize workflow and meet established deadlines within workgroup.
  Assist the community, the City Administration, and all departments and commissions in
 developing plans for construction and/or improvements to roads, structures and facilities.
 This includes identifying the vision, goals, objectives, and needs; obtaining professional
 services; preparing contract documents; and obtaining permits.
  Collaborate and work cooperatively. Communicate regularly with officials at all levels
 within the City administration; City departments; local, regional, and state transportation
 planners, engineers, and providers; consultants and contractors; and the public.
  Balance needs and resources. Collaboratively prioritize projects and develops conceptual
 improvement plans that balance the needs of the public, the City, and the region with the
 availability and constraints of known resources.
  Encourage inclusivity. Understand the importance of diverse participation and includes all
 relevant stakeholders in project and program development. Advance public participation and
 outreach for the Engineering Division.
  Monitor the engineering and technical performance of contractors and consultants to ensure
 success of the projects.
  Maintain financial records for projects and makes recommendations for payments to
 contractors and consultants.
  Utilize the services of consulting engineering and designers through the competitive bid
 selection process.




 Page 191 of 247
Senior Public Works Engineer
Page 2 of 4
  Represent the City at various public forums and meetings.
  Manage and advance infrastructure projects and programs.
  Manage in-house traffic engineering and safety projects from conceptual design to project
 completion. May prepare preliminary plans, specifications and bid documents, including an
 engineer’s opinion of probable cost. Document and authorize appropriate plan deviations or
 variances from a standard as appropriate.
  Prepare and/or review transportation planning reports, traffic studies, and traffic engineering
 specifications/plans/estimates of cost, construction schedules, and project budget, design and
 construction details relative to individual traffic projects.

Non-Essential Job Functions:
  Performs other duties as required.

 Qualifications/Basic Job Requirements:
  Bachelor’s of Science Degree in Civil Engineering required. Additional experience may be
 substituted for a degree requirement on a two-for-one year basis.
  A P.E. License in the State of Vermont, or the ability to obtain within six months of
 employment.
  Minimum of ten (10) years of experience in civil engineering with demonstrated experience
 in any of the following fields: transportation, geotechnical, structural, environmental or
 construction engineering. Additional relevant educational experience may be considered for
 work experience on a one-for-one year basis.
  Minimum of two (2) years supervisory experience required.
  Must have experience in project and program management, including developing and
 maintaining project budgets, schedules, procurement, and project controls.
  Professional experience in a municipal setting desired.
  Demonstrated experience performing traffic studies, preparing traffic design plans,
 specifications, bid documents and cost estimating is desired.
  Preferred experience with municipal public works infrastructure planning, design,
 construction, operations.
  Preferred functional understanding and experience with ArcGIS.
  Must have knowledge of methods, materials, procedures, and standard practices of
 construction, including public works projects; contract negotiation and administration;
  Must have strong computer skills; demonstrated ability to effectively use computer
 equipment and related software; competent in use of Microsoft Office Suite (Excel,
 Word, Powerpoint, Publisher).
  Knowledge of transportation engineering principles is recommended.
  Knowledge of the principles, practices, and techniques of transportation planning is desired.
  Knowledge of State and Federal laws, policies, and regulations related to the field of urban
 transportation is desired.
  Ability to establish and maintain good relations with co-workers.
  Ability to receive constructive criticism and react appropriately.
  Demonstrated knowledge of engineering methods, design standards materials and project
 management.




 Page 192 of 247
 Senior Public Works Engineer
 Page 3 of 4
  Ability to read, analyze and modify specifications and plan sets to ensure work complies
 with all contract specifications.
  Ability to provide excellent customer service, communicate clearly, professionally and
 diplomatically with contractors and the public both orally and in writing.
  Ability to establish and maintain effective working relationships and use good judgment,
 initiative, and resourcefulness when dealing with the media, the public, other employees,
 elected officials, consultants, contractors, and other government entities.
  Must be able to assess situations, solve problems, manage multiple projects, work effectively
 under stress, within deadlines, and in public situations.
  Ability to actively support City diversity, equity, and cultural competency efforts within
 stated job responsibilities and work effectively across diverse cultures and constituencies.
  Demonstrated commitment to diversity, equity and inclusion as evidenced by ongoing
 trainings and professional development.
  Ability to facilitate and attend meetings at times other than regular business hours.
  Regular attendance is necessary and is essential to meeting the expectations of the job
 functions.
  Ability to understand and comply with City standards, safety rules and personnel policies.

 Physical & Mental/Reasoning Requirements; Work Environment:
 These are the physical and mental/reasoning requirements of the position as it is typically
 performed. Inability to meet one or more of these physical or mental/reasoning requirements
 will not automatically disqualify a candidate or employee from the position.

x seeing x ability to move distances within warehouses and offices
x color perception (red, green, x lifting (specify 50 pounds)
 amber)
x hearing/listening x carrying (specify 50 pounds)
x clear speech climbing
x touching x driving
x dexterity x hand x finger ability to mount and dismount forklift
 reading – basic pushing/pulling
x reading – complex shift work
 math skills – basic moving objects
x math skills – complex pressurized equipment
 writing – basic x extreme heat
x writing – complex x extreme cold
x analysis/comprehension high places
x judgment/decision making x noise
x clerical fumes/odors
x inside dirt/dust
x outside hazardous materials
x works alone x electrical equipment
x works with others x mechanical equipment
x face-to-face contact




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 Senior Public Works Engineer
 Page 4 of 4
x verbal contact w/others

 Supervision:
 Directly Supervises: _4-8___ Indirectly Supervises: __0___

 Disclaimer:
 The above statements are intended to describe the general nature and level of work being
 performed by employees to this classification. They are not intended to be construed as an
 exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified.

 Approvals:
 Department Head: _____________________________ Date: __________

 Human Resources: _____________________________ Date: __________

 Created June 2017.




 Page 194 of 247
Created

 Public Works Transportation Engineer
 Page 1 of 4
 City of Burlington
 Job Description

 Position Title: Public Works Transportation Engineer
 Department: Department of Public Works
 Reports to: Senior Public Works Engineer
 Pay Grade: 21 Job Code: 131
 Exempt/Non-Exempt: Exempt Union: Non-Union

 General Purpose: Under the supervision of a Senior Public Works Engineer or Senior Planner,
 the Public Works Transportation Engineer is responsible for the professional and administrative
 engineering and design work involved in the development and implementation of various
 transportation-related civil engineering projects within the public right-of-way for the City of
 Burlington, generally including streets, multi-modal transportation facilities, traffic operations,
 and structures but excluding water, wastewater, and stormwater design. The Public Works
 Transportation Engineer is distinguished by the knowledge of basic transportation planning and
 civil engineering standards and policies, basic project management procedures, and the ability to
 make independent decisions regarding technical tasks. The Public Works Transportation
 Engineer provides assistance for projects and programs, manages small-scale projects, and has
 work assigned, reviewed, scheduled, and prioritized by a Senior Staff. This position will also
 manage and supervise seasonal staff within the group.

 Essential Job Functions: (This section outlines the fundamental job functions that must be
 performed in this position. The “Qualifications/Basic Job Requirements” and the “Physical and
 Mental/Reasoning Requirements and Work Environment” state the underlying requirements that
 an employee must meet in order to perform these essential functions. In accordance with the
 Americans with Disabilities Act, reasonable accommodations may be made to qualified
 individuals with disabilities to perform the essential functions of the position.)
  Assist the community, the City Administration, and all departments and commissions in
 developing concepts, plans and cost estimates for construction and/or improvements for
 transportation facilities. With guidance on the vision, goals, objectives, and needs of
 projects, this work includes obtaining professional services; preparing contract
 documents, plans and renderings, specifications, opinion of probable cost, bid documents;
 and obtaining permits.
  Lead, supervise, and/or support in-house civil/transportation engineering and traffic
 safety projects from conceptual design to project completion. Present plans and
 renderings at public and community meetings. Document and make recommendations for
 appropriate plan deviations or variances from a standard as appropriate.
  Prepare and/or review transportation planning reports; traffic studies; traffic engineering
 specifications/quantities/estimates of cost; construction schedules; and project budget,
 design and construction details relative to individual projects.
  Collect and analyze data.




 Page 195 of 247
Public Works Transportation Engineer
Page 2 of 4
  Collaborate and work cooperatively. Communicate regularly with officials at all levels
 within the City administration; City departments; local, regional, and state transportation
 planners, engineers, and providers; consultants and contractors; and the public.
  Balance needs and resources. Collaboratively prioritize projects and develop conceptual
 improvement plans that balance the needs of the public, the City, and the region with the
 availability and constraints of known resources.
  Encourage inclusivity. Understand the importance of diverse participation and include all
 relevant stakeholders in project and program development. Advance public participation
 and outreach for the Engineering Division.
  Monitor the engineering and technical performance of contractors and consultants to
 ensure success of the projects.
  Serve as project manager on projects to manage related budgets and schedules, lead
 deliverables, and assist with the development and management of plans, permit checklists
 and scopes of work.
  Maintain financial records for projects and make recommendations for payments to
 contractors and consultants.
  Solicit and utilize the services of consulting engineering and designers.
  Represent the City at various public forums and meetings.
  Stay abreast of and ensures compliance with local, State, and Federal rules and
 regulations.
  Maintain accurate records and files.
  Provide management and technical oversight to seasonal staff within workgroup.

Non-Essential Job Functions:
  Performs other duties as required.

 Qualifications/Basic Job Requirements:
  Bachelor’s Degree in Civil Engineering required; or a relevant field may be considered.
 Relevant additional experience may be substituted for a degree requirement on a two-for-
 one year basis.
  Minimum of four (4) years of experience including civil engineering, transportation
 planning, or landscape architecture of public infrastructure. This will be in addition to
 any experience counted toward the degree requirement.
  EIT required.
  PTP, PTOE and/or AICP preferred.
  PE or the ability to obtain a Vermont PE within 3 years preferred. Demonstrated
 experience in project and program management, including maintaining project budgets,
 schedules, procurement, and project controls.
  Preference will be given to candidates with progressively complex work experience in
 transportation infrastructure or relevant municipal work experience.
  Demonstrated knowledge of modern transportation engineering principles.
  Demonstrated knowledge of the principles, practices, and techniques of transportation
 planning or design.
  Demonstrated knowledge of methods, materials, procedures, and standard practices of
 construction, including modern transportation projects.



 Page 196 of 247
 Public Works Transportation Engineer
 Page 3 of 4
  Knowledge of contract administration.
  Demonstrated experience with community engagement.
  Demonstrated experience performing and reviewing traffic studies, preparing roadway
 and multi-modal design plans, specifications, bid documents and cost estimating is
 strongly preferred.
  Demonstrated experience with AutoCAD or a similar program.
  Knowledge of ArcGIS software.
  Must have strong computer skills; demonstrated ability to effectively use computer
 equipment and related software; competent in use of Microsoft Office Suite (Excel,
 Word, Powerpoint, Publisher).
  Knowledge of State and Federal laws, policies, and regulations related to the field of
 urban transportation is desired.
  Ability to establish and maintain good relations with co-workers.
  Ability to receive constructive criticism and react appropriately.
  Ability to read, analyze and modify specifications and plan sets to ensure work complies
 with all contract specifications.
  Ability to provide excellent customer service, communicate professionally and
 diplomatically with contractors and the public.
  Ability to establish and maintain effective working relationships and use good judgment,
 initiative, and resourcefulness when dealing with the media, the public, other employees,
 elected officials, consultants, contractors, and other government entities.
  Ability to communicate clearly, professionally, diplomatically, and persuasively both
 orally and in writing.
  Must be able to assess situations, solve problems, manage multiple projects, work
 effectively under stress, within deadlines, and in public situations.
  Ability to actively support City diversity, equity, and cultural competency efforts within
 stated job responsibilities and work effectively across diverse cultures and constituencies.
  Demonstrated commitment to diversity, equity and inclusion as evidenced by ongoing
 trainings and professional development.
  Ability to facilitate and attend meetings at times other than regular business hours.
  Ability to understand and comply with City standards, safety rules and personnel policies.

 Physical & Mental/Reasoning Requirements; Work Environment:
 These are the physical and mental/reasoning requirements of the position as it is typically
 performed. Inability to meet one or more of these physical or mental/reasoning requirements
 will not automatically disqualify a candidate or employee from the position.

x seeing x ability to move distances within warehouses and offices
x color perception (red, green, x lifting (specify 50 pounds)
 amber)
x hearing/listening x carrying (specify 50 pounds)
x clear speech climbing
x touching x driving
x dexterity x hand x finger ability to mount and dismount forklift




 Page 197 of 247
 Public Works Transportation Engineer
 Page 4 of 4
 reading – basic pushing/pulling
x reading – complex shift work
 math skills – basic moving objects
x math skills – complex pressurized equipment
 writing – basic x extreme heat
x writing – complex x extreme cold
x analysis/comprehension high places
x judgment/decision making x noise
x clerical fumes/odors
x inside x dirt/dust
x outside hazardous materials
x works alone x electrical equipment
x works with others x mechanical equipment
x face-to-face contact
x verbal contact w/others

 Supervision:
 Directly Supervises: 1-3 Indirectly Supervises: _____

 Disclaimer:
 The above statements are intended to describe the general nature and level of work being
 performed by employees to this classification. They are not intended to be construed as an
 exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified.

 Approvals:
 Department Head: _____________________________ Date: __________

 Human Resources: _____________________________ Date: __________

 Revised Oct 2006. Revised March 28, 2014. Revised January 29, 2015. Revised January 2016.
 Revised June 2017. Revised June 2019. Revised November 2021




 Page 198 of 247
Retitled and Updated




 Senior Transportation Engineer & Planner
 Page 1 of 4
 City of Burlington
 Job Description

 Position Title: Senior Transportation Engineer & Planner
 Department: Department of Public Works
 Reports to: Assistant Director – Technical Services
 Pay Grade: 22 Job Code: TBD
 Exempt/Non-Exempt: Exempt Union: Non-Union


 General Purpose:
 Under the supervision of the Assistant Director of Technical Services, this position is responsible
 for managing and overseeing transportation planning and engineering efforts within the City of
 Burlington. This includes leading long-range and short-term transportation planning, project
 development, and infrastructure improvements while supervising technical and planning staff to
 ensure the city’s transportation system is safe, efficient, and equitable.As the program manager
 and supervisor of the transportation planning team, this position promotes and implements the
 City’s transportation vision, goals, and objectives through planning, scoping, and implementation
 of improvements for motorized and non-motorized transportation within the public right-of-way
 for the City of Burlington.

 Essential Job Functions: (This section outlines the fundamental job functions that must be
 performed in this position. The “Qualifications/Basic Job Requirements” and the “Physical and
 Mental/Reasoning Requirements and Work Environment” state the underlying requirements that
 an employee must meet in order to perform these essential functions. In accordance with the
 Americans with Disabilities Act, reasonable accommodations may be made to qualified
 individuals with disabilities to perform the essential functions of the position.)
  Develop and manage program or capital project budgets.
  Manages the capital budget and staff for the transportation program from concept to
 project completion.
  Provide management and technical oversight to assigned workgroups. Formatted: Justified, Tab stops: Not at 0.5"

  Supervises, assigns, reviews, schedules, and prioritizes the work of other Plannersstaff.
  Considers long-range, short-term, annual, and daily transportation issues. Leads, oversees
 and participates in all stages of project and program development: definition, planning,
 analysis, procurement, design, implementation, and management of projects and
 programs that advance the Municipal Development Plan, City policies, and community
 priorities for the transportation system. Monitors and reports performance.
  Collaborates and works cooperatively. Communicates regularly with officials at all levels
 within the City administration; City departments; local, regional, and state transportation
 planners, engineers, and providers; consultants and contractors; and the public.
  Balances needs and resources. Collaboratively prioritizes projects and develops
 conceptual improvement plans that balance the needs of the public, the City, and the




 Page 199 of 247
Senior Transportation Engineer & Planner
Page 2 of 4
 region with the availability and constraints of known resources. Manages project budgets
 and makes recommendations for payments to contractors and consultants.
  Prepare and/or review transportation planning reports, traffic studies, and traffic
 engineering specifications/plans/estimates of cost, construction schedules, and project
 budget, design and construction details relative to individual traffic projects.
  Manage in-house traffic engineering and safety projects from conceptual design to
 project completion. May prepare preliminary plans, specifications and bid documents,
 including an engineer’s opinion of probable cost. Document and authorize appropriate
 plan deviations or variances from a standard as appropriate.
  Maintain financial records for projects and makes recommendations for payments to
 contractors and consultants.
 Formatted: Indent: Left: 0.75", No bullets or numbering
  Advances projects from planning to design; and collaborates when needed through
 construction. Transitions projects to Public Works Engineers and/or procures resources
 through competitive bid selection and prepares contracts to implement projects and
 programs. Prepares and/or reviews transportation planning reports, cost estimates, project
 budgets, and reviews traffic studies and engineering plans.
  Encourages inclusivity. Understands the importance of diverse participation and includes
 all relevant stakeholders in project and program development. Advances public
 participation and outreach for the Engineering Division.
  Develops and reviews proposals for City projects for transportation planning projects.
 Prepares project plans and budgets.
  Provides technical assistance for review of proposals and project review with
 consideration of City Standards and the short-term and long-range transportation plans.
 Assists with all phases of project development.
  Collects and analyzes data.
  Stays abreast of and ensures compliance with local, State, and Federal rules and
 regulations.
  Oversees small construction projects. Performs infrastructure assessments and field
 inspections. Samples and tests materials as needed. Monitors the performance of
 contractors and consultants to ensure the success of the projects.
  Applies transportation engineering principles. Reviews and responds to results of
 surveying, mapping, and modeling.
  Represent the City at various public forums and meetings.
  Serves as a liaison. Represents the City and advocates for the City’s interests on various
 standing and ad-hoc boards and committees.

Non-Essential Job Functions:
  Performs other duties as required.

Qualifications/Job Requirements:
   Bachelor’s degree in urban / regional planning or civil engineering is required. Additional
 experience may be substituted for a degree requirement on a two-for-one year basis.
   Minimum of ten (10) years of experience in planning and/or civil engineering with
 demonstrated experience in the principles, practices, and techniques of transportation




 Page 200 of 247
Senior Transportation Engineer & Planner
Page 3 of 4
 planning. Preferred experience with traffic engineering and the design of bicycle and
 pedestrian facilities. Additional relevant educational experience may be considered for
 work experience on a one-for-one year basis.
  Minimum of two (2) years supervisory experience required.
  A P.E. License in the State of Vermont, or the ability to obtain within six months of Formatted: Normal, Justified
 employment or Certification as a Transportation Professional Certification Board (TPCB):
 Professional Transportation Planner (PTP) and/or American Institute of Certified Planners
 (AICP): Certified Transportation Plannerr is preferred.
  Must have a minimum of four (4) years experience in project and program management,
 including developing and maintaining project budgets, schedules, procurement, and project
 controls. Experience in a municipal setting preferred.
  Ability to facilitate and attend meetings at times other than regular business hours.
  Ability to read, analyze, and modify plan sets to ensure work complies with
 specifications.
  Knowledge of and ability to follow civil engineering principles, environmental review,
 site plans, architectural drawings, and topographical maps.
  Knowledge of State and Federal laws, policies, and regulations related to the field of
 urban transportation.
  Ability to assess situations, solve problems, manage multiple projects, work effectively
 under stress, within deadlines, and in public situations.
  Ability to follow written and oral instructions.
  Ability to organize work and set priorities to meet deadlines.
  Ability to record and maintain information for future access.
  Must have strong computer skills; demonstrated ability to effectively use computer
 equipment and related software; competent in use of Microsoft Office Suite (Excel,
 Word, Powerpoint, Publisher).
  Ability to prepare spreadsheets, reports, presentations, outreach materials, and limited
 mapping/design in a Windows environment.
  Preferred functional understanding and experience with ArcGIS.
  Ability to communicate clearly, professionally, diplomatically, and persuasively both
 orally and in writing.
  Ability to provide excellent customer service.
  Ability to establish and maintain effective working relationships and use good judgment,
 initiative, and resourcefulness when dealing with the media, the public, other employees,
 elected officials, consultants, contractors, and other government entities
  Ability to supervise the work of others.
  Ability to receive constructive criticism and react appropriately.
  Ability to actively support City diversity, equity, and cultural competency efforts within
 stated job responsibilities and work effectively across diverse cultures and constituencies.
  Demonstrated commitment to diversity, equity and inclusion as evidenced by ongoing
 trainings and professional development.
  Regular attendance is necessary and is essential to meeting the expectations of the job
 functions.
  Ability to understand and comply with City standards, safety rules and personnel policies.




 Page 201 of 247
Senior Transportation Engineer & Planner
Page 4 of 4

Physical & Mental/Reasoning Requirements; Work Environment:
These are the physical and mental/reasoning requirements of the position as it is typically
performed. Inability to meet one or more of these physical or mental/reasoning requirements
will not automatically disqualify a candidate or employee from the position.

 _x_ seeing _x_ ability to move distances within warehouses and offices
 _x_ color perception (red, green, _x_ lifting (specify _50_ pounds)
 amber)
 _x_ hearing/listening _x_ carrying (specify _50_ pounds)
 _x_ clear speech ___ climbing
 _x_ touching _x_ driving
 _x_ dexterity __ hand __ finger ___ ability to mount and dismount forklift
 _x_ reading – basic ___ pushing/pulling
 _x_ reading – complex ___ shift work
 _x_ math skills – basic _x_ moving objects
 _x_ math skills – complex ___ pressurized equipment
 _x_ writing – basic _x_ extreme heat
 _x_ writing – complex _x_ extreme cold
 _x_ analysis/comprehension ___ high places
 _x_ judgment/decision making ___ noise
 _x_ clerical ___ fumes/odors
 _x_ inside _x_ dirt/dust
 _x_ outside ___ hazardous materials
 _x_ works alone ___ electrical equipment
 _x_ works with others ___ mechanical equipment
 _x_ face-to-face contact
 _x_ verbal contact w/others


Supervision:
Directly Supervises: 43 Indirectly Supervises: 2

Disclaimer:
The above statements are intended to describe the general nature and level of work being
performed by employees to this classification. They are not intended to be construed as an
exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified.

Approvals:
 Department Head: _____________________________ Date: __________

 Human Resources: _____________________________ Date: __________

 Created July 2015; Revised January, 2020; Revised August 2022; Revised June 2025




 Page 202 of 247
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: DPW Submitter: Laura Wheelock/Chapin Spencer

 Title/Subject: DPW Tech Srvc Reorganization

 Approval Requested: Meeting Date:
 ☒ Board of Finance 6/16/2025
 ☒ City Council 6/23/2025
 ☐ 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 6/10/2025 Chapin Spencer

 Mayor’s Office Yes 6/11/2025 Erin Jacobsen
 Board/Commission Choose an 6/16/2025 Board of Finance
 item.
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 contracts or legal documents item. enter a date.
 City Attorney’s Office for memo and Yes 6/10/2025 Erik Ramakrishnan
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 6/11/2025 Katherine Schad
 Human Resources, if personnel action Yes 6/10/2025 Tony Berry
 or policy Lynn Reagan
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




 Page 203 of 247
 Resolution Relating to RESOLUTION________
 Sponsor(s): Bd. of Finance
 Introduced: ____________________
 AUTHORIZATION FOR UP TO $2,192,700 STEP II LOAN
 Referred to: ____________________
 FROM VERMONT CLEAN WATER STATE REVOLVING ______________________________
 FUND AND FOR AMENDED ENGINEERING CONTRACT Action: ________________________
 WITH WRIGHT PIERCE FOR UP TO $2,192,700 FOR MAIN Date: __________________________
 WASTEWATER PLANT IMPROVEMENTS (STAGE 1) 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, the State of Vermont Clean Water State Revolving Fund (“CWSRF”) provides loans for
 2 planning and preliminary engineering (Step I) and final design engineering (Step II) of municipal wastewater
 3 and stormwater system projects; and
 4 WHEREAS, the City has determined the need to replace, modernize and upgrade the Main Wastewater
 5 Treatment Plant equipment in order to ensure on-going compliance with Vermont discharge permit 3-1331
 6 and the Lake Champlain Phosphorus Total Maximum Daily Load (“TMDL”) and to ensure adequate
 7 wastewater treatment capacity for growth of residential and commercial development (the “Project”); and
 8 WHEREAS, at an annual meeting of the City of Burlington (the “City”) held on March 4, 2025, the
 9 voters of the City approved borrowing up to a principal amount not to exceed $152,000,000 in the aggregate,
10 for the purpose of paying for (i) capital additions and improvements to the City’s wastewater and stormwater
11 systems, including the City’s wastewater treatment plants, pump stations and collection system, the
12 stormwater treatment and collection system, combined sewer outflow mitigation projects, stormwater outfall
13 rehabilitation, and (ii) funding a debt service reserve fund and paying costs of issuance; and
14 WHEREAS, the Project is part of the capital additions and improvements authorized by the voters at
15 said annual meeting; and
16 WHEREAS, the City Council has previously authorized a Step I loan for Preliminary Engineering
17 (RF1-331-1.0) in a principal amount not to exceed $643,800 for the Project pursuant to a resolution adopted
18 on August 15, 2022; and
19 WHEREAS, the next phase of the Project is completion of 35% Final Design work for Stage 1 – Main
20 Wastewater Treatment Plant Improvements; and
21 WHEREAS, the City has followed a competitive qualifications based procurement process required by
22 the State and selected Wright Pierce as the most qualified contractor for the planning and design of this
23 Project; and
24 WHEREAS, this phase of final design is estimated to require an amendment of an additional
25 $1,548,900 to the existing contract amount of $643,800 for a total contract authorization of $2,192,700; and


 Page 204 of 247
 Page 2
 Resolution Relating to STEP II CWSRF LOAN AUTHORIZATION


26 WHEREAS, the Project is eligible for a Step II State of Vermont CWSRF Final Design Loan totaling
27 $2,192,700 (inclusive of the Step I loan amount); and
28 WHEREAS, the standard CWSRF Loan terms for projects of this type are up to 10 years at 0%
29 interest;
30 NOW, THEREFORE, BE IT RESOLVED that the City Council authorizes the Director of Public
31 Works, or his designee, to complete the Step II Loan Application for Revolving Loan Funds Revolving Loan
32 Funds under 24 V.SA. Chapter 120 and to apply to the Vermont CWSRF and Vermont Municipal Bond Bank
33 (the “Bank”) for the financing of a Loan in a principal amount not to exceed $2,192,700 (the “Loan”) subject
34 to final review and approval by the Chief Administrative Officer, Director of Finance, and City Attorney’s
35 Office; and
36 BE IT FURTHER RESOLVED that the City Council authorizes the Director of Public Works to
37 execute an amendment to the Engineering Services Agreement with Wright Pierce for the initial phase of Step
38 II final design in an additional amount not to exceed $1,548,900, for a total authorized expenditure not to
39 exceed $2,192,700, subject to review and approval by the City Attorney’s Office; and
40 BE IT FURTHER RESOLVED that the City Council authorizes the Mayor, Chief Administrative
41 Officer, Director of Finance, and Assistant Director of Finance (the “Authorized Officers”), individually or
42 collectively, to execute and deliver: (i) a loan agreement with the Bond Bank to evidence the Loan and the
43 repayment thereof; (ii) one or more bond(s) or promissory note(s) in an aggregate principal amount not to
44 exceed the Loan;’ (iii) such documents and instruments as the Bond Bank may request in connection with the
45 Loan, in such form and with such terms as they deem necessary and in the City’s best interest; and (iv) such
46 other documents and instruments necessary or convenient in connection with the Loan, all subject to the prior
47 review and approval of the City Attorney’s Office; and
48 BE IT FURTHER RESOLVED that the City Council designates the following City staff member as an
49 alternate authorized representatives of the Project with authority to execute administrative or reimbursement
50 documents, and other ancillary documents other than the loan application or loan agreements: Department of
51 Public Works Water Resources Division Director, Megan Moir.
52
53
54 TM/Resolutions 2025/Step II CWSRF Loan Authorization
55 6/11/25




 Page 205 of 247
MEMORANDUM

TO: Board of Finance / City Council

FROM: Martin Lee, PE DPW Water Resources Engineering Manager
 Megan Moir, Division Director Water Resources

CC: Chapin Spencer, DPW Director

DATE: June 16, 2025 Board of Finance and June 23, 2025 City Council

RE: Stage 1 Wastewater Treatment Plant Improvements – Step II Loan
 Application and Consultant Final Design Contract


REQUEST
The Department of Public Works (“DPW”) and its Water Resources Division seeks
authorization, through the attached resolution, to apply for a Clean Water State Revolving
Fund (“CWSRF”) Step II loan amount of up to $2,192,700 for the Wastewater Treatment
Plant Stage 1 Improvements Project, to execute a contract amendment with Wright-
Pierce for up to $2,192,700 for the final design phase engineering of these improvements,
and to designate the Mayor and appropriate City staff to execute associated documents.

INTRODUCTION AND BACKGROUND:
The 2025 bond vote approval for the Water Resources Sustainable Infrastructure Plan
Lake Bond includes $138 million for improvements to Burlington’s wastewater
infrastructure. More information on the bond can be found here:
https://www.burlingtonvt.gov/885/2025-Bonds

Burlington’s Water Resources Division is near the end of implementing significant
improvements associated with the 2018 Clean Water Resiliency Bond. The 2018 Bond
included $30 million dollars to tackle wastewater plant improvements, collection system
improvements and stormwater infrastructure improvements. The major wastewater plant
improvements completed over the last 5 years included new disinfection infrastructure at
all 3 wastewater plants as well as a new Supervisory Control and Data Acquisition
(SCADA) system at the main wastewater plant. There is a current construction project
underway to rehabilitate the screening and grit handling equipment at the wastewater
plants. In addition to the construction projects, initial engineering work has been
underway since the 2018 bond vote to plan for additional wastewater infrastructure
improvement needs. The engineering work is the basis for the 2025 Lake Bond.

The initial engineering work resulted in a Preliminary Engineering Report (PER) that has
been peer reviewed and from the PER documents a $124 million scope of work was

 1 of 3
10451268_2:12576-00011

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brought forward in the Lake Bond and the bond passed. This memo is requesting
approval to advance the Lake Bond wastewater plant improvement work scope to
35% final design. At this time, we are requesting approval to execute a contract with
Wright Pierce for a portion of the final design scope. We are also requesting approval to
apply for and execute a Step II state revolving fund loan application for this initial phase
of final design work. We anticipate returning for the balance of the final design work in
2026. Currently the full scope of final design (not including additional services such as
Construction Management at Risk (CMAR) – see below- or value engineering) is
estimated to be $4,450,000 which is inclusive of the current 35% final design fee.

The benefits of not executing a 100% final design engineering contract with Wright Pierce
include the ability to pivot on scope items as the final design advances as well as react to
what the State will allow for a construction project delivery method. Water Resources has
been coordinating with the engineering consultant and the State regarding the use of
Construction Management at Risk (CMAR) as an appropriate project delivery method for
a project of this scale and complexity. CMAR is an accepted project delivery method for
SRF projects nationally and is similar to many projects managed by a General Contractor
within Vermont. CMAR was recommended by the engineering company that did a third-
party review of the PER. In CMAR, the contractor is brought on board during the design
phase of the project to help eliminate surprises in scope and cost as the project reaches
100% design. The CMAR contractor provides a guaranteed maximum price for a project
much earlier on in the project development phase when compared to traditional design-
bid projects. The CMAR contractor would be considered a third-party reviewer of project
costs during the design process for this project to align with the City Council expectations
for this project. If CMAR is not an option for this project then Water Resources will need
to react and find a different approach for obtaining third-party review of the final design
work.

Wastewater treatment plant improvements have been split up into multiple stages – Stage
0, 1, 2, and 3:
 • Stage 0 is the headworks improvements project which is underway with
 construction and estimated to be completed by the end of 2026. This project is
 funded by the 2018 Clean Water Resiliency Bond.
 • Stage 1 is the project we are requesting to advance to final design in this memo.
 Stage 1 advances improvements and upgrades at the Main Wastewater Plant.
 The WWTPs have not been comprehensively overhauled in 30+ years and multiple
 systems are nearing their failure point. Additionally, State and Federal regulations
 require that additional treatment be added to further remove phosphorus. Lastly,
 the growth in housing now anticipated to occur within the City in the coming decade
 necessitates expansions to several treatment components.
 • Stage 2 is not part of the Lake Bond (except for sewer work on Cherry Street). The
 primary scope of work includes turning the east wastewater plant into a pump
 station and constructing new wastewater conveyance piping to bring the east
 wastewater plant flow to the main plant. Stage 2 work also includes important
 updates to the north wastewater plant. Stage 2 work was originally planned to be
 included in the Lake Bond but it was removed with the intention of another bond
 being brough forth in the 2027-2028 timeframe.
 2
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 • Stage 3 is not part of the Lake Bond. The scope of work includes other important
 wastewater plant improvements for aging infrastructure at the wastewater plants,
 including but not limited to: wet weather pumps, wet weather screen, pumping
 systems which are not part of Stage 1 and 2, select buried infrastructure, and other
 infrastructure that is past useful life This scope of work is planned for a future bond
 vote.

WASTEWATER CONSULTANT PROCUREMENT AND CONTRACTING:
Wright-Pierce was previously selected as our Wastewater Treatment Facility design
consultant in 20191 through a competitive Request for Qualifications which had 6
respondents and Wright-Pierce will provide final design engineering services for Stage 1.
Please see the attachment for the draft contract and scope of work.

DPW closely followed the CWSRF procurement requirements for all project related
engineering services in accordance with 40 U.S.C. § 1101-1104, which requires public
issuance of a request for qualifications (RFQ) and negotiation of contracts using a
qualifications-based selection (QBS) process.

Once we submit a finalized and executed engineering services agreement to the State
and other project approvals are complete, we will obtain a “letter of authorized funding”.
Once the State has issued this letter, the City is able to incur expenses even before the
loan has been executed. Reimbursement for these expenses can only be processed
once the loan is executed. However, it is not atypical for communities to begin
engineering related work upon the submission of the loan application since there can be
some delay in receiving the letter of authorized funding from the State and executing the
loan agreements. Water Resources will authorize $150,000 of consultant work once we
get acknowledgement of the receipt of our loan application so that Wright Pierce can start
final design engineering work.

PROJECT COST AND LOAN SUMMARY:
Water quality and rate affordability guide every decision we make. Therefore, we are
advancing work through loans from the Clean Water State Revolving Fund (“CWSRF”).
The CWSRF carries specific requirements during procurement, design, and construction
phases of projects. While this adds some time on the front end, the advantages over a
publicly offered bond include a lower borrowing cost (2% administration fee), potential
access to subsidy and pollution control grants, repayment periods that can extend beyond
20 years where appropriate for longer life infrastructure, and a delayed repayment period
(1 year from the completion of construction) which gives us some flexibility in budgeting
for debt service. These benefits result in mitigated rate increases for our residents and
customers.

The following summary table outlines the costs that comprise the total CWSRF Loan
amounts for which we are seeking approval. We have estimated not-to-exceed (NTE)
values for our loan applications to ensure there is contingency to make reasonable scope
of work adjustments during the final review of the scope by the State.



 3
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 Stage 1 – Wastewater Treatment Plant Improvements
 Item Estimated Total Amended
 Costs Loan Value
 Step I costs already approved $643,800 $2,192,700


 Step II: Wright Pierce 35% Final $1,548,900
 Design Engineering

The next step in advancing the project is obtaining approval from the Board of Finance
and City Council for approval to pursue the various steps in applying for and executing
the associated SRF Loan. No debt will be incurred until the loans are executed by the
Mayor and Chief Administrative Officer. We will return to the Board of Finance and City
Council for approval on the next steps beyond this 35% final design scope of work.

This Step II loan will be rolled into a future CWSRF Step III Construction loan with the
balance of the construction funding likely funded by a revenue bond, with both debt
instruments authorized under the 2025 Lake Bond. The 5 year rate plan shared as part
of the FY26 budget includes the estimated rate increases needed for repayment of the
Stage 1 project starting in FY28 (for the revenue bond portion) and in FY31 for the
CWSRF loan portion (one year after anticipated completion).

ATTACHMENTS:

 • Attachment A: Draft Final Design Phase Engineering Services Agreement Scope
 of Work with Wright Pierce
 • Attachment B: Resolution

MOTIONS:
The Department of Public Works’ Water Resources Division respectfully requests that the
Board of Finance and City Council approve the following motions:

Board of Finance Actions:

 1. “To approve and recommend that the City Council adopt the attached resolution
 authorizing a Step II $2,192,700 amended loan from the Vermont Clean Water
 State Revolving fund and a $2,192,700 amended contract with Wright-Pierce for
 the Stage 1 Main Wastewater Plant Improvements project as more specifically set
 forth in the attached resolution.”

City Council Actions:

 2. “To waive the reading and adopt the attached resolution authorizing a Step II
 $2,192,700 amended loan from the Vermont Clean Water State Revolving fund and
 a $2,192,700 amended contract with Wright-Pierce for the Stage 1 Main
 Wastewater Plant Improvements project as more specifically set forth in the
 attached resolution.”
 4
10451268_2:12576-00011

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Thank you for your consideration of this request.




 5
10451268_2:12576-00011

 Page 210 of 247
 Attachment A

 This is EXHIBIT J, consisting of [8] pages, referred
 to in and part of the Agreement between Owner
 and Engineer for Professional Services dated [
 ].


Special Provisions

The Agreement is/are amended to include the following agreement(s) of the parties:

The attached DEC Certification Page is required as part of this Agreement.

The following City Ordinance Certification Pages are required to be signed as part of this Agreement:
Livable Wage, Outsourcing and Union Deterrence Certifications.


Scope of Services
Burlington Main WWTF Stage 1 Upgrade – Step II 30% Final Design

The purpose of this project is to address age-related needs, effluent permit requirements, and
accommodate growth within the City. To achieve these goals, a comprehensive upgrade is proposed at the
Burlington, VT Main Wastewater Treatment Facility (WWTF). The following summarizes the elements of the
recommended project as identified in the Preliminary Engineering Report (Wright-Pierce, 02/2025). For
clarity, new tanks and processes are underlined.

Influent Pumping
• Replace six existing submersible pumps – new pumps will be selected for increased resiliency against
 high-grit influent
• New VFDs
• New pumps to be controlled by existing panel installed under Headworks Upgrade
• Influent wet well repairs as needed (crack fill, cementitious overlay, etc.)
• Replace wet well level instruments
• Replace Influent Wet Well sluice gates 9, 10, 11, 12
• Replace discharge piping and valves in Pipe Gallery
• Piping to bypass grit and primary clarifier facilities will be evaluated as part of the preliminary
 design.

Foul Sewer Pumping
•  Replace two existing submersible pumps – new pumps will be selected for increased resiliency
 against high-grit influent
•  New VFDs
•  New pumps to be controlled by existing panel installed under Headworks Upgrade
•  Foul sewer wet well repairs as needed (crack fill, cementitious overlay, etc.)
•  Replace wet well level instruments
•  Configuration of discharge piping will be evaluated as part of preliminary design.




 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 1
 Page 211 of 247
Grit
• Install electric actuators on two slide gates (SLD-16, SLD-17) in the Grit Building. Actuation will utilize
 level instruments installed under the Headworks Upgrade.

Primary Clarifiers
• Replace mechanisms for two 75-ft diameter clarifiers (platform, rake and plow collectors, center
 drive column, drive, weirs, baffles).
• New drive to be installed at a higher elevation to accommodate maintenance activities from the
 platform.
• Concrete tank repairs (types and extents of tank repairs to be identified during final design)
• Modify concrete launder to direct effluent flow to north end of WWTF
• Preliminary design will include evaluation and cost estimates for launder covers, full tank covers,
 and odor control at the primary clarifiers

Existing Aeration Tanks
• Demolish tank internals
• In-fill abandoned tanks as needed and complete site prep to support construction of the
 intermediate pump station and tertiary system

Existing Secondary Clarifiers
• Replace mechanisms for four 65-ft diameter clarifiers (platform, rake and plow collectors, center
 drive column, drive, weirs, baffles).
• Construct Stamford baffles
• Raise weir elevations to 105 feet ASL (increase side water depths of Clarifiers 1 and 2 to 11.15-ft and
 Clarifiers 3 and 4 to 13.15-ft.) Includes structural review of existing clarifier structures.
• Concrete tank repairs
• Preliminary design will include evaluation and cost estimates for launder covers

New Aeration Tanks
•  Construct three (3) aeration tanks, 2 MG each for a total of 6 MG.
•  Install air headers, diffusers, and control/sampling instruments within the new tanks.
•  Install selector zones with mixers
•  Install five (5) new blowers (Turbo or Hybrid rotary screw)

5th Secondary Clarifier
• Construct 5th 65-ft diameter secondary clarifier to match existing clarifiers
• Construct density current baffles (McKinney or Stamford style baffles)
• Preliminary design will include evaluation and cost estimates for launder covers

Intermediate Pump Station
• Construct 19 MGD submersible pump station. Scope assumes axial flow style station.
• Install five submersible pumps (3,300 gpm at 10-12 ft TDH) with VFDs
• Cast base slab and walls for divided wet well within existing aeration tank (use existing tank to
 support formwork)
• Power and controls for pump station to be housed within new Filter Building



 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 2
 Page 212 of 247
Tertiary Treatment
• Install 19 MGD Cloth Media Filtration system (sole-source to Aqua Aerobics)
 o Two trains, each rated for 19 MGD
 o Three backwash pumps (20 hp)
• Install one 7,000-gallon rapid mixing tank (with one 1.5 hp mixer)
• Construct one 72,500-gallon coagulation tank (with one 3 hp mixer)

Chlorine Contact Tanks
• Raise interior chlorine contact tank walls to prevent short circuiting.
• Inspect tanks during Step 2 to identify approximate degree/quantity of structural repairs needed.
• The design will evaluate the impacts of dosing sodium hypochlorite at the secondary clarifier
 launders or after tertiary treatment.

Waste Sludge Storage
•  Construct three 100,000-gallon waste sludge storage tanks
•  9-inch EPDM diffuser system (1 per tank) with stainless steel air piping
•  Install three recessed impeller WAS transfer pumps with VFDs (pumps to be in new Blower Building)
•  Install new blowers (size TBD) in new Blower Building

Existing Sludge Pumping and Storage
• Install 5th RAS pump (existing RAS pumps are WEMCO E5k-S-E2SM, Horizontal)
• Replace the existing four RAS Pumps. Replacement of the existing four RAS pumps was a Stage 3
 item that has been prioritized to Stage 1 based on current pump reliability.
• Replace the Existing Two Waste Sludge Pumps and add a 3rd waste sludge pump.
• Evaluate the cost of replacing all sludge piping in the Control Building for the Return and Waste
 Sludge Pumps.
• Demolish existing mixing system (blowers, diffusers, air piping)
• Install new large-bubble mixing system (air headers, nozzles, compressors)
• Compressors (two at 15 HP each) to be located in Sludge Aeration Blower Room
• Demolish existing odor control system and replace with new activated carbon odor control unit to
 treat forced ventilation from basement-level tanks.
• Replace six access hatches to prevent air leakage from sludge storage tanks into Dewatering Room
• Replace tank level elements

Dewatering System
•  Preliminary design will include evaluation and cost estimates for replacement of sludge discharge
 conveyor
•  Install activated carbon odor control unit to treat forced ventilation from Dewatering Room
•  Preliminary design will include evaluation and cost estimates for alternative sludge storage using a
 sludge blend tank vs. using inline mechanical mixing.
•  Electrical design will be sized to accommodate future centrifuge dewatering equipment or screw
 presses. Items noted above will be designed to accommodate either centrifuges or screw presses as
 part of a future upgrade.

Aluminum Sulfate Feed System
•  Demolish existing chemical feed pumps and exposed pump discharge piping
•  Install four peristaltic feed pumps (City has standardized on Watson Marlow pumps)
 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 3
 Page 213 of 247
• Re-line existing 8,000-gallon tank




Electrical & PLC/SCADA System
• Upgrade existing service
• Install new utility transformer (2500 kVA with a 4000 AMP service) and secondary switchboard
• Demolish existing generator and buried exterior fuel storage tank.
• Convert Generator Room into a new Electrical Room for housing new switchboard and service main
 disconnect.
• Construct new MCCs (MCC-1A, MCC-1B, MCC-1C) and panels (PP-1A, PP-1B) in the Control Building
• Install new diesel-driven 2000 kW standby generator with sound attenuating walk-in enclosure and
 integral fuel tank.
• PLC and SCADA Systems – scope of work to be fully defined during the Pre-Design Phase. Two virtual
 workshops with City are assumed.

Administration Building
•  Replace exterior windows and doors
•  Roof repair/replacement
•  Reconfigure administration and laboratory spaces to meet space programming goals. Proposed
 locations for improvement include: Entrance, Laboratory, shared office space, private offices,
 Seminar Room, Storage, Lunch Room, locker rooms, bathrooms.
•  Upgrades will include electrical, mechanical, and plumbing upgrades required to meet space needs
 including electrical upgrades identified in the Burlington Wastewater Treatment Administration
 Building Existing Conditions Survey (GVV, 2019).
•  Remove vestibule and entryway to un-fenced public space on west side of building
•  Add electrical vehicle charging stations near the building

Control Building
•  Ventilation modifications to separate air streams being treated by the existing adsorption unit in the
 Garage.
•  Two new odor control systems to treat separated airstreams from the Dewatering Room and the
 Sludge Storage Tanks.
•  Expansion of old Generator Room to house new MCCs within new Electrical Room
•  HVAC Upgrades required to meet current code for spaces with process equipment and electrical
 distribution equipment modifications. WP to also evaluate options to get Control Building air intake
 further from the sludge garage door.

Filter Building
• New two-story building to house cloth media filters, backwash pump gallery, and electrical room.
• Building to utilize existing aeration tanks to support concrete work.
• Cost estimates will be developed during design to determine the cost impacts of adding a second
 coagulation tank for redundancy.

Blower Building
•  New two-story building to house aeration blowers, WAS transfer pump gallery, and electrical room.
•  Blower piping will include inlet filters, and acoustic insulation to minimize noise pollution.
 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 4
 Page 214 of 247
Site Work
• Stormwater management system (3-acre rule)
• Replace existing exterior fencing; install new exterior fencing around new northern property.
• Driveway extension to new site spaces
• Sidewalk extension to new site spaces
• Cost and feasibility of an automated/actuated gate will be evaluated.

Per the Owner’s request, the Engineer proposes to provide professional engineering services to prepare
the Pre-Design and Final Design for the construction of the wastewater treatment facility upgrade:

 1. Pre-Design Services
 a. Dilution Study
 i. Develop a Dilution Study Plan for review and concurrence by Owner and VTDEC.
 ii. Complete a dilution study in Burlington Bay to evaluate the current receiving
 water conditions at the Main WWTF discharge.
 iii. Hydrodynamic modeling study to demonstrate the existing and proposed
 impacts on the public water supply raw water source intakes for the Champlain
 Water District and City of Burlington Water.
 iv. Prepare an analysis of results and study report following completion of the field
 studies. A Draft report will be provided for review and comment prior to
 submittal of the Final report.
 v. A not to exceed budget has been identified for this task.

 b. Scope Acceptance Workshops – Meet with Owner to discuss and select improvements
 not finalized during the PER process: approximate layout of new tanks and buildings,
 PLC & SCADA system improvements, and sludge dewatering technology. Four meetings
 are assumed. It is assumed that weekly and bi-weekly meetings will be virtual and
 milestone workshop meetings will be in person. A not to exceed budget has been
 identified for this task.

 c. Basis for Final Design – The Basis for Final Design document will be prepared for review
 and approval. One (1) meeting with Vermont DEC-WID is included. A not to exceed
 budget has been identified for this task.

 d. Wetland Classification and Delineation Services – Delineation to be completed
 according to the methodology from the 1987 Corps of Engineers Wetland Delineation
 Manual and 2012 regional Supplement. The wetland boundary will be marked by a line
 of sequentially numbered WETLAND DELINEATION flags for survey and mapping by
 others. Field notes will be taken sufficient for documentation of the delineation and for
 assessment of wetland values & functions as required for a Vermont Wetland Permit.
 Documentation will include completion of Army Corps of Engineers Wetland
 Determination Data Forms and letter report, and submission to State of Vermont
 District Wetland Ecologist for concurrence. A not to exceed budget has been identified
 for this task.



 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 5
 Page 215 of 247
 e. Survey – Survey consultant will perform the topographic survey for this project in
 accordance with the WP Survey Scope of Services within the approximately 6.8-acre
 area (existing Main WWTF and adjacent Perkins Pier parking lot site). It is assumed that
 facility operators will assist with access to sanitary structures, and with obtaining invert
 elevations/pipe diameters in those structures. All surveying activities will be conducted
 under the direction and supervision of a Vermont Licensed Land Surveyor. The survey
 will be expressed in U.S. Survey Feet, referenced vertically to NAVD 88, and horizontally
 to NAD 83 SPC (4400 VT). A not to exceed budget has been identified for this task.

 f. Utility Coordination – A not to exceed budget has been identified for these tasks

 i. Engineer will attend two meetings (assume virtual) with Owner and Burlington
 Electric Department (BED) representatives to coordinate the following efforts:
 relocation of existing overhead power line and utility pole from Perkins Pier
 property and coordination of new electric service for the Main WWTF.
 ii. Vermont Gas: Engineer will attend two meetings (assume virtual) with Owner
 and Vermont Gas Systems (VGS) representatives to coordinate work around
 existing gas man and requirements for relocation of existing gas main (if
 needed).

 g. Parks Department Coordination – Engineer will attend two meetings (assume virtual)
 with Owner and Burlington Parks and Recreation Department (PRD) to discuss impacts
 of the project on the Perkins Pier layout and the bike path adjacent to the existing
 WWTF site. This will include input from the PRD on the proposed topographic surveying
 task and future boundary survey task. A not to exceed budget has been identified for
 this task.

 h. Archaeological Resources Assessment – A subcontractor will be used for archaeological
 assessment. A not to exceed budget has been identified for this task.
 i. Compile project information including the project size, location, and description
 of proposed undertaking.
 ii. Review environmental information including soils, bedrock geology, topography,
 and hydrology.
 iii. Conduct a site visit to observe and photograph existing conditions, present land
 use, and any evidence of prior soil disturbance.
 iv. Consult the Vermont Division for Historic Preservation’s Online Resource Center
 (ORC) to identify known archeological sites, previous archeological surveys, and
 National Register listed and eligible properties and districts in the vicinity of the
 APE.
 v. Examine historical maps and provide an interpretation of potential historic
 resources.
 vi. Photograph structures within the APE.
 vii. Assess the archeological sensitivity and potential and provide recommendations
 regarding Phase IB testing.
 viii. The report will be prepared according to the Guidelines for Conducting
 Archeology in Vermont (2017). As appropriate, the report will contain text,
 tables, color maps and photographs.

 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 6
 Page 216 of 247
 i. Explorations and Geotechnical Engineering Services – Geotechnical Engineer will
 coordinate an exploration program consisting of test borings, perform soils laboratory
 testing and make a geotechnical evaluation of the subsurface findings relative to the
 foundation and earthwork associated with the proposed structures. Their findings will
 be presented in a written report. One day of test borings is anticipated to identify soil
 conditions. Boring depths will be based on the anticipated depths of the proposed
 structures (Blower Building, 5th Secondary Clarifier, Aeration Tanks, WAS Storage Tank).
 Note this task will be updated once proposal has been received from geotechnical
 engineer. A not to exceed budget has been identified for this task.

 j. Tertiary Treatment Equipment Pre-selection – Provide necessary documentation to
 VTDEC to validate City selection of tertiary treatment manufacturer. A not to exceed
 budget has been identified for this task.

 k. Permitting – A not to exceed budget has been identified for this task.
 i. A Finding of No Significant Impact (FONSI) process is anticipated. Effort includes
 preparation of materials for two (2) presentations (Presentation of Alternatives
 and Public Hearing).
 ii. Preparation and submittal of the Permit Review Sheet to VTDEC project review.
 Coordination with the requisite State agencies will occur during final design.
 iii. Permit coordination with the City of Burlington Zoning Division.

2. Final Design – A not to exceed budget has been identified for this task.
 a. Preparation of 30% Final Design Plans and Specifications – The Engineer will make
 engineering investigations as necessary and will compile data as required for the design
 and drawings for the project.
 i. Basis of design memoranda will be developed for process equipment and major
 electrical equipment to support development of 30% plans and specifications.
 ii. 30% Drawings (plans) will depict existing conditions, demolition drawings, and
 preliminary layout for proposed new equipment and tankage.
 iii. Specifications Table of Contents for all disciplines.

 b. Engineer’s Opinion of Probably Construction Cost – An opinion of probable
 construction cost and total project cost, based upon 30% drawings and specifications,
 will be furnished to the Owner and review agencies. Periodic (as often as monthly)
 updates of the project costs between WP and the City can be scheduled. WP will keep
 the City informed of project cost changes that will impact project cost.

 c. Design Meetings – The Engineer will meet at reasonable and customary intervals to
 provide close liaison with the Owner, the State of Vermont Department of
 Environmental Conservation (VTDEC) and other recognized authorities having
 jurisdiction regarding the engineering phases of the project.
 i. Kick-off meeting
 ii. 30% review meeting



 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 7
 Page 217 of 247
 iii. Weekly or bi-weekly meetings (depending on project status) will be held
 between WP and City to coordinate information requests and solicit City
 feedback on design alternatives.

 3. CMAR GC Procurement – A not to exceed budget has been identified for this task.
 a. Request for Qualifications (RFQ) – The Engineer will develop a draft RFQ for selection of
 a Construction Management contractor for pre-construction and construction services
 for the Stage 1 Upgrade at the Main WWTF. The draft RFQ will be provided to the City
 for administrative, engineering, and legal review and comment. The RFQ will include:
 general project information, project sequencing requirements, project funding
 information, proposal format/submission requirements, and selection criteria.
 b. Pre-submission Meeting – The Engineer will facilitate an on-site meeting for interested
 RFQ candidates, including development of an agenda, site tour, and development of
 meeting minutes.
 c. RFQ Selection Process – The Engineer will answer questions submitted by RFQ
 candidates regarding project design, construction sequencing, or other applicable
 topics.

 4. Special Services
 a. Permitting Assistance – Begin coordination efforts with VTDEC regarding anticipated Act
 250 Permit amendments required because of the proposed upgrade to define the
 permitting scope for the next phase. A not to exceed budget has been identified for this
 task.

 b. Funding Assistance – The Engineer will provide assistance and coordination with funding
 agencies and with potential applications to new funding sources. A not to exceed
 budget has been identified for this task.

Work Not Included in Scope – The following tasks are not included in the scope of work and could be
provided, if necessary, via future addendum.
• Boundary survey
• Permitting assistance beyond tasks identified in the scope of work.
• Design of additional project elements not identified in the recommended project as outlined in the
 Preliminary Engineering Report.
• Asbestos, lead and PCB survey of existing buildings where construction impacts are anticipated.
• Completion of Act 250 permitting.




 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 8
 Page 218 of 247
 This is EXHIBIT J, consisting of [8] pages, referred
 to in and part of the Agreement between Owner
 and Engineer for Professional Services dated [
 ].


Special Provisions

The Agreement is/are amended to include the following agreement(s) of the parties:

The attached DEC Certification Page is required as part of this Agreement.

The following City Ordinance Certification Pages are required to be signed as part of this Agreement:
Livable Wage, Outsourcing and Union Deterrence Certifications.


Scope of Services
Burlington Main WWTF Stage 1 Upgrade – Step II 30% Final Design

The purpose of this project is to address age-related needs, effluent permit requirements, and
accommodate growth within the City. To achieve these goals, a comprehensive upgrade is proposed at the
Burlington, VT Main Wastewater Treatment Facility (WWTF). The following summarizes the elements of the
recommended project as identified in the Preliminary Engineering Report (Wright-Pierce, 02/2025). For
clarity, new tanks and processes are underlined.

Influent Pumping
• Replace six existing submersible pumps – new pumps will be selected for increased resiliency against
 high-grit influent
• New VFDs
• New pumps to be controlled by existing panel installed under Headworks Upgrade
• Influent wet well repairs as needed (crack fill, cementitious overlay, etc.)
• Replace wet well level instruments
• Replace Influent Wet Well sluice gates 9, 10, 11, 12
• Replace discharge piping and valves in Pipe Gallery
• Piping to bypass grit and primary clarifier facilities will be evaluated as part of the preliminary
 design.

Foul Sewer Pumping
•  Replace two existing submersible pumps – new pumps will be selected for increased resiliency
 against high-grit influent
•  New VFDs
•  New pumps to be controlled by existing panel installed under Headworks Upgrade
•  Foul sewer wet well repairs as needed (crack fill, cementitious overlay, etc.)
•  Replace wet well level instruments
•  Configuration of discharge piping will be evaluated as part of preliminary design.




 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 1
 Page 219 of 247
Grit
• Install electric actuators on two slide gates (SLD-16, SLD-17) in the Grit Building. Actuation will utilize
 level instruments installed under the Headworks Upgrade.

Primary Clarifiers
• Replace mechanisms for two 75-ft diameter clarifiers (platform, rake and plow collectors, center
 drive column, drive, weirs, baffles).
• New drive to be installed at a higher elevation to accommodate maintenance activities from the
 platform.
• Concrete tank repairs (types and extents of tank repairs to be identified during final design)
• Modify concrete launder to direct effluent flow to north end of WWTF
• Preliminary design will include evaluation and cost estimates for launder covers, full tank covers,
 and odor control at the primary clarifiers

Existing Aeration Tanks
• Demolish tank internals
• In-fill abandoned tanks as needed and complete site prep to support construction of the
 intermediate pump station and tertiary system

Existing Secondary Clarifiers
• Replace mechanisms for four 65-ft diameter clarifiers (platform, rake and plow collectors, center
 drive column, drive, weirs, baffles).
• Construct Stamford baffles
• Raise weir elevations to 105 feet ASL (increase side water depths of Clarifiers 1 and 2 to 11.15-ft and
 Clarifiers 3 and 4 to 13.15-ft.) Includes structural review of existing clarifier structures.
• Concrete tank repairs
• Preliminary design will include evaluation and cost estimates for launder covers

New Aeration Tanks
•  Construct three (3) aeration tanks, 2 MG each for a total of 6 MG.
•  Install air headers, diffusers, and control/sampling instruments within the new tanks.
•  Install selector zones with mixers
•  Install five (5) new blowers (Turbo or Hybrid rotary screw)

5th Secondary Clarifier
• Construct 5th 65-ft diameter secondary clarifier to match existing clarifiers
• Construct density current baffles (McKinney or Stamford style baffles)
• Preliminary design will include evaluation and cost estimates for launder covers

Intermediate Pump Station
• Construct 19 MGD submersible pump station. Scope assumes axial flow style station.
• Install five submersible pumps (3,300 gpm at 10-12 ft TDH) with VFDs
• Cast base slab and walls for divided wet well within existing aeration tank (use existing tank to
 support formwork)
• Power and controls for pump station to be housed within new Filter Building



 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 2
 Page 220 of 247
Tertiary Treatment
• Install 19 MGD Cloth Media Filtration system (sole-source to Aqua Aerobics)
 o Two trains, each rated for 19 MGD
 o Three backwash pumps (20 hp)
• Install one 7,000-gallon rapid mixing tank (with one 1.5 hp mixer)
• Construct one 72,500-gallon coagulation tank (with one 3 hp mixer)

Chlorine Contact Tanks
• Raise interior chlorine contact tank walls to prevent short circuiting.
• Inspect tanks during Step 2 to identify approximate degree/quantity of structural repairs needed.
• The design will evaluate the impacts of dosing sodium hypochlorite at the secondary clarifier
 launders or after tertiary treatment.

Waste Sludge Storage
•  Construct three 100,000-gallon waste sludge storage tanks
•  9-inch EPDM diffuser system (1 per tank) with stainless steel air piping
•  Install three recessed impeller WAS transfer pumps with VFDs (pumps to be in new Blower Building)
•  Install new blowers (size TBD) in new Blower Building

Existing Sludge Pumping and Storage
• Install 5th RAS pump (existing RAS pumps are WEMCO E5k-S-E2SM, Horizontal)
• Replace the existing four RAS Pumps. Replacement of the existing four RAS pumps was a Stage 3
 item that has been prioritized to Stage 1 based on current pump reliability.
• Replace the Existing Two Waste Sludge Pumps and add a 3rd waste sludge pump.
• Evaluate the cost of replacing all sludge piping in the Control Building for the Return and Waste
 Sludge Pumps.
• Demolish existing mixing system (blowers, diffusers, air piping)
• Install new large-bubble mixing system (air headers, nozzles, compressors)
• Compressors (two at 15 HP each) to be located in Sludge Aeration Blower Room
• Demolish existing odor control system and replace with new activated carbon odor control unit to
 treat forced ventilation from basement-level tanks.
• Replace six access hatches to prevent air leakage from sludge storage tanks into Dewatering Room
• Replace tank level elements

Dewatering System
•  Preliminary design will include evaluation and cost estimates for replacement of sludge discharge
 conveyor
•  Install activated carbon odor control unit to treat forced ventilation from Dewatering Room
•  Preliminary design will include evaluation and cost estimates for alternative sludge storage using a
 sludge blend tank vs. using inline mechanical mixing.
•  Electrical design will be sized to accommodate future centrifuge dewatering equipment or screw
 presses. Items noted above will be designed to accommodate either centrifuges or screw presses as
 part of a future upgrade.

Aluminum Sulfate Feed System
•  Demolish existing chemical feed pumps and exposed pump discharge piping
•  Install four peristaltic feed pumps (City has standardized on Watson Marlow pumps)
 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 3
 Page 221 of 247
• Re-line existing 8,000-gallon tank




Electrical & PLC/SCADA System
• Upgrade existing service
• Install new utility transformer (2500 kVA with a 4000 AMP service) and secondary switchboard
• Demolish existing generator and buried exterior fuel storage tank.
• Convert Generator Room into a new Electrical Room for housing new switchboard and service main
 disconnect.
• Construct new MCCs (MCC-1A, MCC-1B, MCC-1C) and panels (PP-1A, PP-1B) in the Control Building
• Install new diesel-driven 2000 kW standby generator with sound attenuating walk-in enclosure and
 integral fuel tank.
• PLC and SCADA Systems – scope of work to be fully defined during the Pre-Design Phase. Two virtual
 workshops with City are assumed.

Administration Building
•  Replace exterior windows and doors
•  Roof repair/replacement
•  Reconfigure administration and laboratory spaces to meet space programming goals. Proposed
 locations for improvement include: Entrance, Laboratory, shared office space, private offices,
 Seminar Room, Storage, Lunch Room, locker rooms, bathrooms.
•  Upgrades will include electrical, mechanical, and plumbing upgrades required to meet space needs
 including electrical upgrades identified in the Burlington Wastewater Treatment Administration
 Building Existing Conditions Survey (GVV, 2019).
•  Remove vestibule and entryway to un-fenced public space on west side of building
•  Add electrical vehicle charging stations near the building

Control Building
•  Ventilation modifications to separate air streams being treated by the existing adsorption unit in the
 Garage.
•  Two new odor control systems to treat separated airstreams from the Dewatering Room and the
 Sludge Storage Tanks.
•  Expansion of old Generator Room to house new MCCs within new Electrical Room
•  HVAC Upgrades required to meet current code for spaces with process equipment and electrical
 distribution equipment modifications. WP to also evaluate options to get Control Building air intake
 further from the sludge garage door.

Filter Building
• New two-story building to house cloth media filters, backwash pump gallery, and electrical room.
• Building to utilize existing aeration tanks to support concrete work.
• Cost estimates will be developed during design to determine the cost impacts of adding a second
 coagulation tank for redundancy.

Blower Building
•  New two-story building to house aeration blowers, WAS transfer pump gallery, and electrical room.
•  Blower piping will include inlet filters, and acoustic insulation to minimize noise pollution.
 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 4
 Page 222 of 247
Site Work
• Stormwater management system (3-acre rule)
• Replace existing exterior fencing; install new exterior fencing around new northern property.
• Driveway extension to new site spaces
• Sidewalk extension to new site spaces
• Cost and feasibility of an automated/actuated gate will be evaluated.

Per the Owner’s request, the Engineer proposes to provide professional engineering services to prepare
the Pre-Design and Final Design for the construction of the wastewater treatment facility upgrade:

 1. Pre-Design Services
 a. Dilution Study
 i. Develop a Dilution Study Plan for review and concurrence by Owner and VTDEC.
 ii. Complete a dilution study in Burlington Bay to evaluate the current receiving
 water conditions at the Main WWTF discharge.
 iii. Hydrodynamic modeling study to demonstrate the existing and proposed
 impacts on the public water supply raw water source intakes for the Champlain
 Water District and City of Burlington Water.
 iv. Prepare an analysis of results and study report following completion of the field
 studies. A Draft report will be provided for review and comment prior to
 submittal of the Final report.
 v. A not to exceed budget has been identified for this task.

 b. Scope Acceptance Workshops – Meet with Owner to discuss and select improvements
 not finalized during the PER process: approximate layout of new tanks and buildings,
 PLC & SCADA system improvements, and sludge dewatering technology. Four meetings
 are assumed. It is assumed that weekly and bi-weekly meetings will be virtual and
 milestone workshop meetings will be in person. A not to exceed budget has been
 identified for this task.

 c. Basis for Final Design – The Basis for Final Design document will be prepared for review
 and approval. One (1) meeting with Vermont DEC-WID is included. A not to exceed
 budget has been identified for this task.

 d. Wetland Classification and Delineation Services – Delineation to be completed
 according to the methodology from the 1987 Corps of Engineers Wetland Delineation
 Manual and 2012 regional Supplement. The wetland boundary will be marked by a line
 of sequentially numbered WETLAND DELINEATION flags for survey and mapping by
 others. Field notes will be taken sufficient for documentation of the delineation and for
 assessment of wetland values & functions as required for a Vermont Wetland Permit.
 Documentation will include completion of Army Corps of Engineers Wetland
 Determination Data Forms and letter report, and submission to State of Vermont
 District Wetland Ecologist for concurrence. A not to exceed budget has been identified
 for this task.



 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 5
 Page 223 of 247
 e. Survey – Survey consultant will perform the topographic survey for this project in
 accordance with the WP Survey Scope of Services within the approximately 6.8-acre
 area (existing Main WWTF and adjacent Perkins Pier parking lot site). It is assumed that
 facility operators will assist with access to sanitary structures, and with obtaining invert
 elevations/pipe diameters in those structures. All surveying activities will be conducted
 under the direction and supervision of a Vermont Licensed Land Surveyor. The survey
 will be expressed in U.S. Survey Feet, referenced vertically to NAVD 88, and horizontally
 to NAD 83 SPC (4400 VT). A not to exceed budget has been identified for this task.

 f. Utility Coordination – A not to exceed budget has been identified for these tasks

 i. Engineer will attend two meetings (assume virtual) with Owner and Burlington
 Electric Department (BED) representatives to coordinate the following efforts:
 relocation of existing overhead power line and utility pole from Perkins Pier
 property and coordination of new electric service for the Main WWTF.
 ii. Vermont Gas: Engineer will attend two meetings (assume virtual) with Owner
 and Vermont Gas Systems (VGS) representatives to coordinate work around
 existing gas man and requirements for relocation of existing gas main (if
 needed).

 g. Parks Department Coordination – Engineer will attend two meetings (assume virtual)
 with Owner and Burlington Parks and Recreation Department (PRD) to discuss impacts
 of the project on the Perkins Pier layout and the bike path adjacent to the existing
 WWTF site. This will include input from the PRD on the proposed topographic surveying
 task and future boundary survey task. A not to exceed budget has been identified for
 this task.

 h. Archaeological Resources Assessment – A subcontractor will be used for archaeological
 assessment. A not to exceed budget has been identified for this task.
 i. Compile project information including the project size, location, and description
 of proposed undertaking.
 ii. Review environmental information including soils, bedrock geology, topography,
 and hydrology.
 iii. Conduct a site visit to observe and photograph existing conditions, present land
 use, and any evidence of prior soil disturbance.
 iv. Consult the Vermont Division for Historic Preservation’s Online Resource Center
 (ORC) to identify known archeological sites, previous archeological surveys, and
 National Register listed and eligible properties and districts in the vicinity of the
 APE.
 v. Examine historical maps and provide an interpretation of potential historic
 resources.
 vi. Photograph structures within the APE.
 vii. Assess the archeological sensitivity and potential and provide recommendations
 regarding Phase IB testing.
 viii. The report will be prepared according to the Guidelines for Conducting
 Archeology in Vermont (2017). As appropriate, the report will contain text,
 tables, color maps and photographs.

 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 6
 Page 224 of 247
 i. Explorations and Geotechnical Engineering Services – Geotechnical Engineer will
 coordinate an exploration program consisting of test borings, perform soils laboratory
 testing and make a geotechnical evaluation of the subsurface findings relative to the
 foundation and earthwork associated with the proposed structures. Their findings will
 be presented in a written report. One day of test borings is anticipated to identify soil
 conditions. Boring depths will be based on the anticipated depths of the proposed
 structures (Blower Building, 5th Secondary Clarifier, Aeration Tanks, WAS Storage Tank).
 Note this task will be updated once proposal has been received from geotechnical
 engineer. A not to exceed budget has been identified for this task.

 j. Tertiary Treatment Equipment Pre-selection – Provide necessary documentation to
 VTDEC to validate City selection of tertiary treatment manufacturer. A not to exceed
 budget has been identified for this task.

 k. Permitting – A not to exceed budget has been identified for this task.
 i. A Finding of No Significant Impact (FONSI) process is anticipated. Effort includes
 preparation of materials for two (2) presentations (Presentation of Alternatives
 and Public Hearing).
 ii. Preparation and submittal of the Permit Review Sheet to VTDEC project review.
 Coordination with the requisite State agencies will occur during final design.
 iii. Permit coordination with the City of Burlington Zoning Division.

2. Final Design – A not to exceed budget has been identified for this task.
 a. Preparation of 30% Final Design Plans and Specifications – The Engineer will make
 engineering investigations as necessary and will compile data as required for the design
 and drawings for the project.
 i. Basis of design memoranda will be developed for process equipment and major
 electrical equipment to support development of 30% plans and specifications.
 ii. 30% Drawings (plans) will depict existing conditions, demolition drawings, and
 preliminary layout for proposed new equipment and tankage.
 iii. Specifications Table of Contents for all disciplines.

 b. Engineer’s Opinion of Probably Construction Cost – An opinion of probable
 construction cost and total project cost, based upon 30% drawings and specifications,
 will be furnished to the Owner and review agencies. Periodic (as often as monthly)
 updates of the project costs between WP and the City can be scheduled. WP will keep
 the City informed of project cost changes that will impact project cost.

 c. Design Meetings – The Engineer will meet at reasonable and customary intervals to
 provide close liaison with the Owner, the State of Vermont Department of
 Environmental Conservation (VTDEC) and other recognized authorities having
 jurisdiction regarding the engineering phases of the project.
 i. Kick-off meeting
 ii. 30% review meeting



 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 7
 Page 225 of 247
 iii. Weekly or bi-weekly meetings (depending on project status) will be held
 between WP and City to coordinate information requests and solicit City
 feedback on design alternatives.

 3. CMAR GC Procurement – A not to exceed budget has been identified for this task.
 a. Request for Qualifications (RFQ) – The Engineer will develop a draft RFQ for selection of
 a Construction Management contractor for pre-construction and construction services
 for the Stage 1 Upgrade at the Main WWTF. The draft RFQ will be provided to the City
 for administrative, engineering, and legal review and comment. The RFQ will include:
 general project information, project sequencing requirements, project funding
 information, proposal format/submission requirements, and selection criteria.
 b. Pre-submission Meeting – The Engineer will facilitate an on-site meeting for interested
 RFQ candidates, including development of an agenda, site tour, and development of
 meeting minutes.
 c. RFQ Selection Process – The Engineer will answer questions submitted by RFQ
 candidates regarding project design, construction sequencing, or other applicable
 topics.

 4. Special Services
 a. Permitting Assistance – Begin coordination efforts with VTDEC regarding anticipated Act
 250 Permit amendments required because of the proposed upgrade to define the
 permitting scope for the next phase. A not to exceed budget has been identified for this
 task.

 b. Funding Assistance – The Engineer will provide assistance and coordination with funding
 agencies and with potential applications to new funding sources. A not to exceed
 budget has been identified for this task.

Work Not Included in Scope – The following tasks are not included in the scope of work and could be
provided, if necessary, via future addendum.
• Boundary survey
• Permitting assistance beyond tasks identified in the scope of work.
• Design of additional project elements not identified in the recommended project as outlined in the
 Preliminary Engineering Report.
• Asbestos, lead and PCB survey of existing buildings where construction impacts are anticipated.
• Completion of Act 250 permitting.




 Exhibit J - Special Provisions.
 EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services.
 Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved. Page 8
 Page 226 of 247
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: DPW-Water Resources Submitter: Martin Lee

 Title/Subject: Stage 1 Wastewater Treatment Plant Improvements 35% Final Design and Loan

 Approval Requested: Meeting Date:
 ☒ Board of Finance 6/16/2025
 ☒ City Council 6/23/2025
 ☐ 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 6/9/2025 Chapin Spencer

 Mayor’s Office Yes 6/11/2025 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 6/9/2025 Erik Ramakrishnan
 contracts or legal documents
 City Attorney’s Office for memo and Choose an 6/9/2025 Erik Ramakrishnan
 motion(s) or resolution(s) item.
 CAO for budget, financing, and memo Choose an 6/10/2025 Katherine Schad
 item.
 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 227 of 247
 Resolution Relating to RESOLUTION________
 Sponsor(s): Bd. of Finance
 Introduced: ____________________
 AUTHORIZATION FOR BURLINGTON ELECTRIC
 Referred to: ____________________
 DEPARTMENT REVENUE REFUNDING BONDS ______________________________
 Action: ________________________
 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, the City has previously authorized and issued its $12,000,000 Electric System Revenue
 2 Bonds, 2014 Series A (the “2014 Bonds”) for the purpose of financing the acquisition of the Winooski One
 3 Hydroelectric Facility by the Burlington Electric Department (“BED”); and
 4 WHEREAS, pursuant to Section 228 and Section 436 of the City Charter, the City Council has the
 5 authority to issue revenue refunding bonds to currently refund the 2014 Bonds; and
 6 WHEREAS, BED and the City have discussed with the Vermont Bond Bank the possibility of issuing
 7 such revenue refunding bonds to the Vermont Bond Bank in an effort to reduce transaction costs and, through
 8 utilizing the State’s general credit rating, lower interest costs on such refunding bonds;
 9 NOW, THEREFORE, BE IT RESOLVED that pursuant to Section 228 and Section 436 of the City
10 Charter, as amended, the City Council hereby approves the issuance of electric revenue refunding bonds, to be
11 issued in one or more series (referred to as the 2025 Series A Bonds), in the aggregate principal amount not
12 exceeding $6,544,000 (the “Bonds”) for the current refunding of all or a portion of the 2014 Bonds; and
13 BE IT FURTHER RESOLVED, that in order to authorize the issuance of such Bonds under the BED
14 General Bond Resolution adopted October 7, 1981 (as amended to the date hereof, the “General Bond
15 Resolution”), the City Council hereby approves Supplemental Resolution No. 18, adopted by the Board of
16 Electric Commissioners (the “BED Board”), a copy of which is attached hereto (“Supplemental Resolution
17 No. 18”), and authorizes the series certificate referenced in Supplemental Resolution No. 18 (the
18 “Series Certificate”), to be executed and delivered by the General Manager of BED and the Mayor, Chief
19 Administrative Officer, or Director of Finance prior to the issuance of the Bonds as provided in Supplemental
20 Resolution No. 18, each with such changes and completion of information as may be approved by the Mayor,
21 the Chief Administrative Officer, the Director of Financial Operations, or the General Manager of BED; and
22 BE IT FURTHER RESOLVED, that the Bonds may be issued and sold to the Vermont Bond Bank, or
23 in a private placement, public offering, competitive sale, or negotiated sale with one or more underwriters or
24 underwriting firms, and may be issued on a taxable or tax-exempt basis, and the City may enter into a bond




 Page 228 of 247
 Page 2
 Resolution Relating to AUTHORIZATION FOR BURLINGTON ELECTRIC DEPARTMENT
 REVENUE REFUNDING BONDS


25 purchase agreement or loan agreement with the Vermont Bond Bank, lender, or underwriter, as the case may
26 be, for such purpose; and
27 BE IT FURTHER RESOLVED, that if the Bonds are issued to the Vermont Bond Bank, the Bonds
28 shall be subject to the rights of the Vermont Bond Bank, including the rights set forth in Title 24, Chapter 119
29 of the Vermont Statutes Annotated; and
30 BE IT FURTHER RESOLVED, that in the event that the true interest cost of the 2025 Series A Bonds
31 would exceed six and one half percent (6.50%) per annum, the prior approval of the Board of Finance of the
32 City Council shall be required for the issuance of the Bonds; and
33 BE IT FURTHER RESOLVED that the Mayor, the Chief Administrative Officer, the Director of
34 Finance, and the General Manager of BED are, and each one of them is, hereby authorized and directed to
35 prepare one or more Official Statements of the City as they deem necessary in the City’s best interest. The
36 Mayor, the Chief Administrative Officer, the Director of Finance, and the General Manager of BED are, and
37 each one of them is, hereby authorized to execute and deliver one or more final Official Statement and to
38 execute and deliver such agreements, including one or more bond purchase agreement with the underwriter or
39 underwriters for the Bonds, continuing disclosure certificates, certificates as to use of proceeds, the Series
40 Certificate, escrow agreement, and all other documents, agreements and instruments necessary or convenient
41 in connection with the issuance of the Bonds; and
42 BE IT FURTHER RESOLVED that, if in the opinion of the Chief Administrative Officer or the
43 General Manager of BED, it is desirable and in the City’s best interest to obtain bond insurance for the Bonds,
44 the Mayor, the Chief Administrative Officer, the Director of Finance, and the General Manager of BED are,
45 and each one of them is, hereby authorized, to enter into such agreements and instruments with the bond
46 insurer in order to obtain bond insurance for the Bonds; and
47 BE IT FURTHER RESOLVED that it is the official intent of the City Council that BED may
48 reimburse some capital expenditures made for BED and the City, an amount not to exceed $5,000,000 in the
49 aggregate, with the proceeds of tax-exempt bonds as authorized by the voters of the City at a special meeting
50 of the City held November 5, 2024, in accordance with the requirements of Section 1.150-2 of the Treasury
51 Regulations adopted under the Internal Revenue Code of 1986, as amended. The City reasonably expects on
52 the date hereof that it will reimburse such expenditures with the proceeds of tax-exempt bonds as so
53 authorized by the voters; and
54 BE IT FURTHER RESOLVED that the City’s Chief Administrative Officer, the Director of Finance,
55 and the General Manager of BED are each further authorized to declare additional official notices of intent to


 Page 229 of 247
 Page 3
 Resolution Relating to AUTHORIZATION FOR BURLINGTON ELECTRIC DEPARTMENT
 REVENUE REFUNDING BONDS


56 reimburse capital expenditures made in furtherance of such capital improvements for the City and its
57 departments with the proceeds of tax-exempt bonds.
58
59 TM/Resolutions 2025/Authorization for Burlington Electric Department Revenue Refunding Bonds
60 6/11/25




 Page 230 of 247
To: Burlington Board of Finance
 Burlington City Council

From: Darren Springer, General Manager
 Emily Stebbins-Wheelock, CFO and Manager of Strategy & Innovation

Date: June 16, 2025

Re: Refunding of 2014 Series A Electric System Revenue Bonds and Authorization to
 Reimburse Capital Projects Related to Net Zero Energy & Grid Reliability
 Revenue Bond

The Burlington Electric Department (“BED”) respectfully requests Board and Council
approval of the attached Resolution prepared by the City’s bond counsel, Paul, Frank &
Collins, authorizing (1) the refunding of certain BED revenue bonds and (2) the
reimbursement of up to $5 million in capital expenditures with the proceeds of the to-be
issued tax-exempt Net Zero Energy & Grid Reliability revenue bonds authorized by
voters in November, 2024.

Refunding authorization
In 2014 the City of Burlington authorized and issued $12,000,000 in Electric System
Revenue Bonds, 2014 Series A, on behalf of BED for the purpose of financing the
acquisition of the Winooski One Hydroelectric Facility. That bond issuance provided that
the 2014A bonds maturing on or after July 1, 2025 may be redeemed at the option of the
City, allowing for potential refunding of those obligations.

As of July 1, 2025, the amount of principal remaining to be potentially refunded is
$6,544,000. The Vermont Bond Bank has provided BED with a pro forma analysis of
refunding that shows a net present value savings of $168,256.76, net of $35,000 in
issuance costs. BED and the City are planning to issue these refunding bonds to the
Vermont Bond Bank to reduce transaction costs and take advantage of the State of
Vermont’s general credit rating to lower interest costs.




 Burlington Electric Department
 585 Pine Street Burlington, VT 05401
 burlingtonelectric.com
 Phone (802) 865-7300


 Page 231 of 247
Bond counsel has also prepared Supplemental Resolution No. 18 to the BED General
Bond Resolution adopted October 7, 1981 (as amended), which is attached to the
proposed Council Resolution, to authorize the issuance of these refunding bonds.
Although the Resolutions provide the flexibility for the City to issue these bonds either
through the Vermont Bond Bank or in a private placement, public offering, competitive
sale, or negotiated sale, our financial advisors, PFM, have expressed that in their opinion
there would be no savings with a traditional bond transaction in the current market and
that it makes the most sense to move forward with the Vermont Bond Bank. The
Resolutions also require prior approval of the Board of Finance if the true interest cost of
these refunding bonds exceeds 6.50%.

The Burlington Electric Commission will vote on Supplemental Resolution No. 18 at its
June 11, 2025 meeting.

Reimbursement authorization
On November 5, 2024, voters approved the $20 million Net Zero Energy & Grid
Reliability Revenue Bond proposal. In BED’s proposed budget for FY26, there are $8.9
million of capital projects that are intended to be funded by the new Revenue Bond, and
the attached Resolution authorizes expenditure for up to $5 million on those projects with
an intent to reimburse from the proceeds of the tax-exempt Revenue Bond when issued in
late winter or spring of 2026. (BED is currently planning to issue the Net Zero Energy &
Grid Reliability Revenue Bond through the Vermont Bond Bank in its “winter” sale in
February or March 2026, and will seek Council authorization of the issuance in late 2025
or early 2026.) This Resolution helps BED responsibly manage capital expenditures and
cash flows in anticipation of the Revenue Bond issuance, in line with our FY26 budget,
and ensures BED’s compliance with IRS regulations pertaining to the use of proceeds
from tax-exempt obligations to reimburse a previously paid capital expenditure.


BED staff and bond counsel will be present at the Board of Finance and City Council
meetings on June 16, 2025, if you have any questions. We appreciate the Board and
Council’s consideration of this Resolution.




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 CITY OF BURLINGTON, VERMONT

 Board of Electric Commissioners

 SUPPLEMENTAL RESOLUTION NO. 18

 BE IT RESOLVED, by the Board of Electric Commissioners of the City of Burlington,
Vermont (the “City”) as follows:

 Section 1
 Authorization

 The Board of Electric Commissioners (the “Board”) has previously authorized and issued
$12,000,000 Electric System Revenue Bonds, 2014 Series A (the “2014 Bonds”). The Board
hereby authorizes the issuance of revenue bonds as the “2025 Series A Bonds” (such series, the
“2025 Bonds”) in the aggregate principal amount not to exceed $6,544,000 to provide for the
current refunding of all of the outstanding 2014 Bonds. The Board deems the issuance of revenue
bonds as hereby authorized to be in the public interest.
 The 2025 Bonds are to be issued pursuant to this Supplemental Resolution. It is presently
estimated that the aggregate principal amount to be issued for the purpose of financing and
refinancing various improvements to the Electric Plant is $6,544,000.
 It is further estimated that the 2025 Bonds will be payable, by serial maturities, as a term
bond, or sinking fund installments or a combination of both, in the years 2025-2035, both dates
being approximate.
 It is expected that the 2025 Bonds will be issued to the Vermont Bond Bank (the “Bond
Bank”) through its pooled loan program, or may be issued through a public offering or a private
placement in the event that the City’s Mayor or Chief Administrative Officer determines that such
an offering would be more advantageous to the City than the sale to the Bond Bank.
 By adoption of one or more series certificates (the “Series Certificates”) to be delivered by
the Mayor or Chief Administrative Officer for the City and the General Manager of the Electric
Department at the time of and in connection with the sale of the 2025 Bonds, the City’s Mayor or
Chief Administrative Officer and the General Manager of the Electric Department shall award the
2025 Bonds to the Bond Bank or the purchaser thereof and shall complete this supplemental
resolution by insertion of the dates, maturities, principal amounts, interest rates, interest payment
dates, redemption provisions, the amounts of proceeds of the 2025 Bonds, the inclusion of
provisions for bond insurance, and any other terms and provisions which do not materially alter
the substance of the transaction authorized hereby, all of which are to be determined by the City’s
Mayor or Chief Administrative Officer and the General Manager of the Electric Department and
set forth in the Series Certificate; provided, however, that if the true interest cost of the 2025 Bonds
would exceed six and one-half Percent (6.50%) per annum, the prior approval of the Board of
Finance of the City Council shall be required.




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 Section 2
 Definitions

 (a) Except as provided in subsection (b) of this Section or unless the context clearly
indicates some other meaning, the terms used in this Supplemental Resolution which are defined
in the General Bond Resolution (the “General Bond Resolution”) adopted by the Board on October
7, 1981, as amended and supplemented, have the same meaning in this Supplemental Resolution
as in the General Bond Resolution. The General Bond Resolution as amended or supplemented
from time to time by Supplemental Resolutions is hereinafter referred to as the “Resolution.”
 (b) In this Supplemental Resolution, unless a different meaning clearly applies from
the context, the following terms shall have the respective meanings given as follows:
 “Bond Insurer” means, if the 2025 Bonds are to be insured, such Bond Insurer as identified
in the Series Certificate, or any successor thereto or assignee thereof.
 “Bond Insurance Policy” means the insurance policy, if any, issued by the Bond Insurer
guaranteeing the scheduled payment of principal of and interest on the Insured Bonds when due.
 “Insured Bonds” means, if any, the 2025 Bonds designated in the Series Certificate
 “Insured Bondholder” means the Bondholder of an Insured Bond.
 “Series Certificate” has the meaning given in Section 1 of this Supplemental Resolution.

 Section 3
 Authorization of 2025 Bonds

 There is hereby authorized to be issued a Series of Bonds designated “Electric System
Revenue Refunding Bonds, 2025 Series A” in the aggregate principal amount not to exceed
$6,544,000. The 2025 Bonds shall be issued to (1) currently refund the outstanding 2014 Series
A Bonds, and (2) pay the costs of issuance of the 2025 Bonds. The 2025 Bonds shall bear interest
at the rates per annum and shall mature on July 1 in each of the years and in the principal amounts
as provided in the Series Certificate. The 2025 Bonds may include both Serial Bonds and Term
Bonds as provided in the Series Certificate.
 The 2025 Bonds shall be issued only as fully-registered bonds in minimum denominations
of $5,000 and in any whole multiple thereof. If the 2025 Bonds are issued to the Bond Bank, the
denominations may be $1,000 or such other amount as established by the City under the loan
agreement with the Bond Bank. The 2025 Bonds shall each be dated the date of issuance, and
shall, for each series, be numbered in numerical order from R-1 upwards in chronological order as
issued.
 The 2025 Bonds shall bear interest from the date of issuance, payable on such dates as set
forth in the Series Certificate. Interest shall be paid by the Bond Trustee by check or draft mailed
to the registered owner at the owner’s address as it appears on the registration books kept pursuant
to the Resolution. The principal of and premium, if any, on the 2025 Bonds shall be payable at the
corporate trust office of the Bond Trustee.
 The 2025 Bonds, registration provisions and forms of authentication and assignment
pertaining thereto shall be in substantially the form set forth in Section 6 hereof, with necessary or
appropriate variations, omissions and insertions which are incidental to their numbers,

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denominations, maturities, interest rates, paying agencies, registration provisions, redemption
provisions and other details.

 Section 4
 Redemption of 2025 Bonds

 Optional Redemption: To the extent set forth in the Series Certificate, the 2025 Bonds may
be subject to redemption prior to maturity at the option of the City in whole or in part (and if in
part, in such order of their maturities as the City in its discretion may determine), on any date, from
any available moneys, all as shall be provided in the Series Certificate.

 Mandatory Sinking Fund Redemption: To the extent set forth in the Series Certificate, the
2025 Bonds that are Term Bonds (if any) may be subject to mandatory redemption at the principal
amount of the 2025 Bonds to be redeemed plus accrued interest to the date of redemption in the
years and amounts as provided in the Series Certificate.

 There is reserved the right to redeem the 2025 Bonds as a whole or in part at any time in
any order of maturity and any amounts within maturities, but only from moneys available for such
purpose in the Special Redemption Fund established by the Resolution, upon payment of the
principal amount thereof together with the interest accrued thereon to the date fixed for
redemption.

 Section 5
 Notice of Redemption of 2025 Bonds

 Notice of intention to redeem shall be given by the Bond Trustee at least 30 days but not
more than 60 days before the redemption date by mail, postage prepaid, to the owners of any 2025
Bonds which are to be redeemed. Failure to mail any such notice or any defect in such notice shall
not affect the validity of the proceedings for such redemption with respect to the owners to whom
such notice was so given. If any 2025 Bond is to be redeemed in part only, the notice of redemption
shall state also that on or after the redemption date, upon surrender of such Bond, a new 2025 Bond
or 2025 Bonds in principal amount equal to the unredeemed portion of such Bond and of the same
series and maturity and bearing interest at the same rate will be issued.
 Any notice of redemption may state that the redemption to be effected is conditioned upon
the receipt by the Bond Trustee on or prior to the redemption date of moneys sufficient to pay the
principal of and premium, if any, and interest on such 2025 Bonds to be redeemed and that if such
moneys are not so received, such notice shall be of no force or effect and such 2025 Bonds shall
not be required to be redeemed. In the event that such notice contains such a condition and moneys
sufficient to pay the principal of and premium, if any and interest on such 2025 Bonds are not
received by the Bond Trustee on or prior to the purported redemption date, the redemption shall
not be made, and the Bond Trustee shall within a reasonable time thereafter give notice, in the
manner in which the notice of redemption was given, that such moneys were not so received.
 If less than all of the 2025 Bonds of any one maturity shall be called for redemption, the
particular 2025 Bonds or portions thereof to be redeemed shall be selected by the Bond Trustee in
such manner as the City in its discretion may determine; provided, however, that the portion of
any 2025 Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof


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and that, in selecting 2025 Bonds for redemption, each 2025 Bond shall be considered as
representing that number of 2025 Bonds which is obtained by dividing the principal amount of
such Bond by $5,000. So long as a book-entry system is used for determining beneficial ownership
of the 2025 Bonds, if less than all of the 2025 Bonds within a maturity are to be redeemed, DTC
and the DTC participants shall determine which of the 2025 Bonds within a maturity are to be
redeemed by lot.

 Section 6
 Form of 2025 Bonds

 The 2025 Bonds, registration, exchange and transfer provisions and forms of authentication
and assignment pertaining thereto shall be in substantially the form set forth below, with necessary
or appropriate variations, omissions and insertions which are incidental to their numbers,
denominations, maturities, interest rate and other details, including provisions for Bond Insurance,
if the 2025 Bonds are to be insured:

 [Form of 2025 Bond Follows]




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No. R- $

 UNITED STATES OF AMERICA
 STATE OF VERMONT
 CITY OF BURLINGTON ELECTRIC SYSTEM REVENUE REFUNDING BOND
 2025 SERIES A
Maturity Date: __________
Interest Rate: % Per annum
Bond Date: [_________]
Registered Owner: Cede & Co.
Principal Amount: _______________________ Dollars
CUSIP:

 The City of Burlington, Vermont (the “City”), for value received, promises to pay to the
Registered Owner of this bond, or registered assigns, but solely from the Revenues provided under
the Resolution mentioned in this bond, on the Maturity Date, the Principal Amount, upon
presentation and surrender hereof, and to pay interest, but solely out of the Revenues, at the Interest
Rate on such Principal Amount from the most recent [ ] 1 or [ ] 1 to which interest
has been paid or duly provided for or, if no interest has been paid, from the Bond Date, payable
on [ ] 1, 20[ ] and semi-annually on the first day of [ ] and [ ] in each year
thereafter until payment of such Principal Amount, and, to the extent permitted by law, interest on
overdue interest at the same rate. Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

 The principal or redemption price of and interest on this bond are payable in any coin or
currency of the United States of America which at the time of payment is legal tender for public
and private debts. The principal or redemption price of this bond shall be payable at the corporate
trust office of Zions Bancorporation, National Association, in the City of Chicago, Illinois, the
Bond Trustee under the Resolution, or its successor in trust. Interest on this bond shall be payable
by check or draft mailed to the Registered Owner at its address appearing on the registration books
of the City kept for that purpose at the corporate trust office of the Bond Trustee, determined as of
the close of business on the applicable record date. The record date for payment of interest shall
be the fifteenth day of the month next preceding the date on which the interest is to be paid or, if
such fifteenth day is not a business day, the next preceding business day, provided that, with
respect to overdue interest or interest payable on redemption of this bond other than on an interest
payment date or interest on any overdue amount, the Bond Trustee may establish a special record
date. The special record date may not be more than 20 days before the date set for payment. The
Bond Trustee will give notice of a special record date by mailing a copy of such notice to the
registered owners of all the Bonds outstanding at least 10 days before the special record date or in
such other time and manner as the Bond Trustee may deem appropriate.

 This bond is one of a series of bonds aggregating [ ] Dollars ($[ ]) in
principal amount, issued by the City for the purposes of its Electric Plant pursuant to No. 298 of
the Vermont Acts of 1953 as amended and a Resolution duly adopted by the Board of Light
Commissioners of the City on October 7, 1981 (as supplemented and amended by one or more



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supplemental resolutions including a supplemental resolution duly adopted by the Board on [ ],
2025). Bonds may be issued under the Resolution in one or more series from time to time.

 This bond is issued pursuant to Section 436 of the City Charter and does not constitute an
indebtedness of the City but is payable solely from the revenues of the City’s electric plant.

 Reference is made to the Resolution (as supplemented and amended) for, among other
things, definitions of terms; the nature and extent of the security for the Bonds; the covenants
securing the Bonds; the properties constituting the Electric Plant of the City; the manner of
enforcement of the pledge; the terms and conditions upon which additional Bonds may be issued;
the conditions upon which the Resolution may be amended or supplemented with and without the
consent of the holders of the Bonds; acceleration of principal in the event of default; remedies and
limitations of remedies; and the terms upon which Bonds may no longer be secured by the
Resolution if sufficient moneys or specified securities are deposited with the Bond Trustee in trust
for their payment. Copies of the Resolution (including any supplemental resolutions) may be
inspected at the office of the Board of Electric Commissioners of the City and in the corporate
trust office of the Bond Trustee.

 The Bonds of this series are subject to redemption prior to maturity as a whole or in part at
any time in any order of maturity and amounts within maturities determined by the City and by lot
within a maturity, at a redemption price equal to 100 percent of the principal amount but only to
the extent of moneys in the Special Redemption Fund, together with interest to the date fixed for
redemption.

 In the event this bond is called for redemption, notice shall be mailed not less than thirty
(30) days prior to the redemption date, to the Registered Owner at the owner’s address as shown
on the books of registry. If this bond is of a denomination in excess of $5,000, portions of the
Principal Amount in the amount of $5,000 or any multiple of $5,000 may be redeemed. If less than
all of the Principal Amount is to be redeemed, upon the surrender of this bond to the Bond Trustee
there shall be issued to the Registered Owner hereof at the corporate trust office of the Bond
Trustee, without charge, registered Bonds for the unredeemed balance of the Principal Amount. If
this bond (or any portion) is duly called for redemption and notice is duly given, and if on or before
the redemption date there are on deposit with the Bond Trustee or any paying agent for this bond
sufficient funds to pay the redemption price and the interest on the principal amount redeemed to
the date of redemption, this bond (or the portion to be redeemed) shall become due and payable
upon the redemption date and interest shall cease to accrue from and after the redemption date on
the principal amount to be redeemed. [In the event the Bonds of this series are issued to the
Vermont Bond Bank, the denominations shall be such amount as set forth in the attached
amortization schedule for payment of the Bonds.]
 Any notice of redemption may state that the redemption to be effected is conditioned upon
the receipt by the Bond Trustee on or prior to the redemption date of moneys sufficient to pay the
principal of and premium, if any, and interest on such Bonds to be redeemed and that if such
moneys are not so received, such notice shall be of no force or effect and such Bonds shall not be
required to be redeemed. In the event that such notice contains such a condition and moneys
sufficient to pay the principal of and premium, if any and interest on such Bonds are not received
by the Bond Trustee on or prior to the purported redemption date, the redemption shall not be

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made, and the Bond Trustee shall within a reasonable time thereafter give notice, in the manner in
which the notice of redemption was given, that such moneys were not so received.
 The Bonds of this series are issuable as fully registered bonds in denominations of $5,000
or any integral multiple in excess thereof.

 This Bond is transferable, subject to the limitations and upon the payment of the charges,
if any, provided in the Resolution, at the corporate trust office of the Bond Trustee by the
Registered Owner hereof in person or by the owner’s attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Trustee
duly executed by the Registered Owner or the owner’s duly authorized attorney, and thereupon the
City shall issue in the name of the transferee a new registered bond or bonds of the same aggregate
principal amount and series, interest rate and maturity as the surrendered bond. This bond may
also be exchanged, alone or with other Bonds of the same series, interest rate and maturity, at the
corporate trust office of the Bond Trustee, for a new Bond or Bonds of the same aggregate principal
amount, series, interest rate and maturity, without transfer to a new registered owner, subject to
the limitations and upon the payment of the charges, if any, provided in the Resolution.

 The Bonds issued under the Resolution do not constitute an indebtedness of the City but
are payable solely from and are equally and ratably secured by a pledge of the Revenues derived
by the City from the ownership and operation of its Electric Plant.

 The terms and provisions of this Bond and definitions of certain terms used herein are
continued on the reverse side hereof and such continued terms and provisions and definitions shall
for all purposes have the same effect as though fully set forth at this place.

 This Bond shall not be valid unless the Certificate of Authentication hereon is signed by
the Bond Trustee.
 CITY OF BURLINGTON, VERMONT



 By:
 Chief Administrative Officer

(SEAL)




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 CERTIFICATE OF AUTHENTICATION

 This Bond is one of the Bonds described in the Resolution mentioned in the Bond.

 ZIONS BANCORPORATION, NATIONAL
 ASSOCIATION,
 as Bond Trustee

Date of Authentication:
_______ ___, 2025 By:
 Authorized Signature


For value received the undersigned sells, assigns and transfers this bond to


(Name and Address of Assignee)




Social Security or Other Identifying Number of Assignee

and irrevocably appoints attorney-in-fact to transfer it on the
books kept for registration of the bond, with full power of substitution.



 NOTE: The signature of this
 assignment must correspond with the
 name as written on the face of the
 bond without alteration or
 enlargement or other change.

Dated:
Signature Guaranteed:



Participant in a Recognized
Signature Guarantee Medallion Program

By:
Authorized Signature




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 [STATEMENT OF INSURANCE]




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 Section 7
 Disposition of Proceeds of 2025 Bonds

 From the proceeds derived from the sale of the 2025 Bonds, including accrued interest and
original issue discount and net original issuance premium (if any), after payment of the
underwriter’s discount and the bond insurance premium, if any, there shall be deposited:
 (a) an amount of such proceeds as set forth in the Series Certificate shall be deposited
with the Bond Trustee to be invested and applied together with sums transferred from the Debt
Service Fund and the Debt Service Reserve Fund for the current refunding of the 2014 Bonds;
 (b) an amount equal to the premium for any credit enhancement purchased for any or
all of the 2025 Bonds, if applicable, shall be paid to the provider of such credit enhancement in
immediately available funds, as set forth in the Series Certificate;
 (c) with the Bond Trustee, the balance of the proceeds estimated by the City to be
required to pay the expenses of issue related to the 2025 Bonds.
 Any unused amount shall be transferred to the City and any remaining expenses of issue
shall be paid by the City.

 Section 8
 Debt Service Reserve Fund; Debt Service Fund

 None of the proceeds of the 2025 Bonds are to be deposited in the Debt Service Reserve
Fund. The Debt Service Reserve Fund will be fully funded to the Debt Service Reserve Fund
Requirement upon issuance of the 2025 Bonds.

 Section 9
 Renewal and Replacement Fund

 The Renewal and Replacement Fund Requirement shall be maintained at $867,000. No
proceeds of the 2025 Bonds are to be deposited in the Renewal and Replacement Fund.

 Section 10
 Fuel Fund

 No provision is made by this Supplemental Resolution for deposits into the Fuel Fund.

 Section 11
 Tax Exemption

 The City hereby covenants and agrees to take all lawful action necessary to ensure that
interest on the 2025 Bonds will remain excluded from gross income for federal income tax
purposes under the Internal Revenue Code of 1986, as amended (the “Code”) and to refrain from
taking any action which would cause such interest to become includable in gross income under the
Code. Without limiting the foregoing, to the extent required to maintain the exclusion of interest
on the 2025 Bonds from gross income under the Code, the City will file any information report
and pay any rebate due to the United States in connection with the issuance of the 2025 Bonds and
will restrict yield on investments of the proceeds of the 2025 Bonds and of moneys held in funds

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and accounts under the Resolution and allocable to the 2025 Bonds, all in accordance with the
directions of Bond Counsel to the City which may be given from time to time. The City’s Chief
Administrative Officer, Director of Finance, and each of the General Manager and Chief Financial
Officer of the Burlington Electric Department are hereby authorized and directed to execute and
deliver from time to time, on behalf of the City, such certificates, instruments and documents as
shall be deemed necessary or advisable to evidence compliance by the City with the Internal
Revenue Code and the applicable regulations of the United States Treasury promulgated under the
Internal Revenue Code, with respect to the investment and use of the proceeds of the 2025 Bonds.

 Section 12
 Official Statement

 To the extent applicable as determined by the Chief Administrative Officer or the General
Manager of the Burlington Electric Department, the City hereby authorizes an Official Statement,
to be completed with such insertions and with such modifications as the Chief Administrator or
the General Manager of the Burlington Electric Department, upon the advice of counsel and bond
counsel to the City, approves. To the extent applicable, the City hereby ratifies its approval of the
Preliminary Official Statement relating to the 2025 Bonds, its authorization of the use of the
Preliminary Official Statement by the initial purchasers of the 2025 Bonds and its deeming of the
Preliminary Official Statement “final” for purposes of Rule 15c2-12 of the Securities Exchange
Commission.

 Section 13
 Continuing Disclosure

 The City hereby authorizes and approves a Continuing Disclosure Undertaking with
respect to the 2025 Bonds, under which the City will be obligated to provide financial information,
operating data and financial statements with respect to the City and the Burlington Electric
Department, notice of certain events if material, and certain other notices, to nationally recognized
municipal securities information repositories and others, all as described therein.

 Section 14
 Certain Findings and Determinations

 The Board of Electric Commissioners hereby finds and determines as follows:
 (a) No bonds have heretofore been issued under the Resolution except (1) the
$8,050,000 Electric System Revenue Bonds, 1981 Series A, dated November 1,1981, (2) the
$55,950,000 Electric System Revenue Bonds, 1982 Series A, dated June 1, 1982, (3) the
$71,095,000 Electric System Revenue Refunding Bonds, 1983 Series A, dated March 1, 1983, (4)
the $70,765,000 Electric System Revenue Bonds, 1986 Series A, dated September 1, 1986, (5) the
$35,285,000 Electric System Revenue Bonds, 1992 Series A, (6) the $5,615,000 Electric System
Revenue Bonds, 1992 Series B (Taxable), (7) the $54,475,000 Electric System Revenue Refunding
Bonds, 1996 Series A, (8) the $10,995,000 Electric System Revenue Refunding Bonds, 2001
Series A, (9) the $22,875,000 Electric System Revenue Refunding Bonds, 2002 Series A, (10) the
$10,0000,000 Electric System Revenue Bonds, 2004 Series A, (11) the $8,775,000 Electric System
Revenue Bonds, 2011 Series A dated October 13, 2011, (12) the $3,135,000 Electric System
Revenue Bonds, 2011 Series B (Taxable), dated October 13, 2011, (13) the $12,000,000 Electric

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System Revenue Bonds, 2014 Series A dated August 28, 2014, (14) the $5,820,000 Electric
System Revenue Refunding Bonds, 2014 Series B dated August 28, 2014, (15) the $4,010,000
Electrical System Revenue Refunding Bonds, 2017 Series A dated December 20, 2017, (16) the
$5,410,000 Taxable Electrical System Revenue Refunding Bonds, 2017 Series B dated December
20, 2017, and (17) the $18,045,000 Electric System Revenue Bonds, 2022 Series A (Net Zero
Energy Projects) dated April 5, 2022.
 (b) other than the 2014 Series A Bonds and the 2022 Series A Bonds there are no
outstanding bonds, notes or other evidences of indebtedness payable from and secured by a lien
on or pledge or charge upon the Revenues pledged under the Resolution.

 Section 15
 Consent to Supplemental Resolution No. 16

 Each purchaser of a 2025 Bond and/or any future series of bonds issued under the
Resolution by the initial purchaser(s) thereof shall be deemed to constitute consent to
Supplemental Resolution No. 16, the amendment to the General Bond Resolution, and the terms
and conditions contained therein.
 Section 16
 Bond Insurance

 In the event that the Mayor, Chief Administrative Officer, and Electric Department’s
General Manager determine that it is in the best interest of the City to obtain bond insurance for
the 2025 Bonds, the Mayor, Chief Administrative Officer, and Electric Department’s General
Manager may include provisions in the Series Certificates as may be reasonably required by the
Bond Insurer providing the Bond Insurance Policy to insure the payment of principal and interest
on the 2025 Bonds (or any maturity thereof).


 Section 17
 Award of Bonds; Preliminary Official Statement and Official Statement; Further Action
 The City’s Mayor, Chief Administrative Officer, and Director of Finance, and the Electric
Department’s General Manager, are, and each of them hereby is, authorized either singly or
together:
 (a) to execute and deliver a loan application and a loan agreement with the Bond Bank,
in such form as the signing officer shall approve;
 (b) if the 2025 Bonds are not issued to the Bond Bank, to execute and deliver the Bond
Purchase Agreement submitted by the purchaser or underwriter of the 2025 Bonds, in form and
substance satisfactory to the Chief Administrative Officer or Director of Finance of the City or the
General Manager of the Electric Department, and hereby approved with such changes therein as
the signing officer may approve, the execution thereof constituting conclusive evidence of the
approval of the Board of such changes in accordance with this Supplemental Resolution;
 (c) if applicable, to prepare, make public and deliver to and authorize distribution by
the underwriter of the 2025 Bonds to prospective purchasers and investors of a Preliminary Official
Statement relating to the 2025 Bonds, as may be amended or supplemented as may be approved

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by the Chief Administrative Officer, the Director of Finance, and the Electric Department’s
General Manager. The City Council hereby authorizes the Chief Administrative Officer, the
Director of Finance, or the Electric Department’s General Manager, acting singly, to deem such
Preliminary Official Statement, as approved by the Chief Administrative Officer, the Director of
Finance, or the Electric Department’s General Manager, final, as such term is used in Section
(b)(1) of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”), except for the
omission of certain information permitted by the Rule;
 (d) if applicable, to prepare, make public, execute and deliver to and authorize
distribution by the underwriter of the 2025 Bonds copies of an Official Statement substantially in
the form of the Preliminary Official Statement after the same has been completed by the insertion
of the rates and other data with respect to the 2025 Bonds and by making such other changes or
corrections as the signing officer or officers may approve, such officer’s or officers’ execution to
be conclusive evidence of such approval;
 (e) if required in connection with the issuance of the 2025 Bonds, to execute and
deliver a Continuing Disclosure Agreement, with such changes or corrections as the signing
officers or officers may approve, such officer’s or officers’ execution to be conclusive evidence of
such approval;
 (f) to enter into such agreements to obtain a Credit Facility to be credited to the Debt
Service Reserve Fund in lieu of the deposit of moneys or in substitution of moneys previously
deposited in the Debt Service Reserve Fund in accordance with the Resolution; and
 (g) to execute such other documents, enter into such covenants and take such other
actions as are necessary or advisable to effect the issuance and delivery of the 2025 Bonds and the
application of the proceeds thereof in accordance with the provisions of this Supplemental
Resolution.
 To the extent applicable, the Preliminary Official Statement is hereby deemed final for
purposes of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”), except for the
omission of information permitted to be omitted under the Rule. Consent is also hereby given to
the use by the underwriter of the 2025 Bonds (if applicable) of the final Official Statement in
connection with the sale of the 2025 Bonds and the distribution of copies to those who may become
purchasers of the 2025 Bonds.

 Section 18
 Delegation to Mayor, Chief Administrative Officer, and General Manager
 The City and the Board have determined that flexibility is required with respect to the
offering and award of the 2025 Bonds in order to attain the lowest interest cost with respect to the
2025 Bonds. Accordingly, the City and the Board have decided to delegate certain authority
relating to the sale and issuance of the 2025 Bonds to the City’s Mayor and Chief Administrative
Officer and the Electric Department’s General Manager. To provide greater specificity regarding
the scope of such delegation, the City hereby delegates to the Mayor, Chief Administrative Officer
and Electric Department’s General Manager the power to do and carry out the following, subject
to the limitations contained below:
 (a) To determine the aggregate principal amount of the 2025 Bonds, in an amount not
 to exceed the amount authorized under the section captioned, “Authorization”
 hereof, and to determine that the proceeds to be derived from the issuance of such

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 Bonds will be sufficient for the related purposes described in Section 7 of this
 Resolution;
 (b) To determine the maturities and maturity amounts of each Series of the 2025 Bonds
 and the dates for the payment of interest on the 2025 Bonds;
 (c) To determine which 2025 Bonds, if any, are to be designated as Serial Bonds and
 which 2025 Bonds, if any, are to be designated as Term Bonds, and to determine
 the sinking fund requirements for any such term Bonds;
 (d) To determine the interest rate or rates for the 2025 Bonds, subject to the limitations
 set forth in Section 1 hereof;
 (e) To determine the redemption provisions of the 2025 Bonds in accordance with the
 provisions of Section 4 hereof;
 (f) To determine the dated date of the 2025 Bonds;
 (g) To determine the date or dates of sale and issuance of the 2025 Bonds;
 (h) To determine whether the 2025 Bonds, or any portion thereof, shall benefit from
 the issuance of a insurance policy or other form of credit enhancement;
 (i) If a form of credit enhancement supports the payment of the principal of and interest
 on all or a portion of the 2025 Bonds, to accept provisions which are a condition
 precedent to the issuance of the form of credit enhancement to the extent such
 provisions are not inconsistent with the Bond Resolution;
 (j) If the 2025 Bonds are issued to the Bond Bank, to provide for direct payment of
 principal and interest to the Bond Bank as the holder of the 2025 Bonds;
 (k) To designate additional Authorized Officers of the City under the Resolution; and
 (l) To determine such other provisions of the 2025 Bonds as the Chief Administrative
 Officer or the Director of Finance shall deem to be in the best interest of the City.
 The Mayor or Chief Administrative Officer for the City, and the General Manager for the
Electric Department shall execute a Series Certificate evidencing determinations or other actions
taken pursuant to the authority granted hereby, and such Certificate shall be conclusive evidence
of the action or determination of the Mayor, Chief Administrative Officer, and Electric
Department’s General Manager as stated therein.




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

 Department: Burlington Electric Dept Submitter: Emily Stebbins-Wheelock
 Refunding of 2014 Series A Electric System Revenue Bonds and
 Authorization to Reimburse Capital Projects Related to Net Zero Energy &
 Title/Subject: Grid Reliability Revenue Bond

 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 6/16/2025

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 6/9/2025 Darren Springer

 Mayor’s Office Yes 6/10/2025 Erin Jacobsen
 Board/Commission Yes 6/11/2025 On 6/11/25 meeting agenda
 City Attorney’s Office for memo and Yes 6/11/2025 Jessica Brown
 contracts or legal documents
 City Attorney’s Office for memo and Yes 6/11/2025 Jessica Brown/bond counsel
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 6/9/2025 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 247 of 247

BURLINGTON BOARD OF FINANCE
 BUSHOR CONFERENCE ROOM, 149 CHURCH STREET, 1ST FLOOR
 MINUTES OF MEETING
 June 16, 2025




1. Agenda
1. Agenda
Mayor Mulvaney-Stanak convened the meeting at 5:01 pm.
Members present: Mayor Mulvaney-Stanak, CAO Schad, Councilors Carpenter, Neubieser and Barlow (all in
person); City Council President Traverse (online)

Subject 1.1. Motion to adopt agenda
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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 Neubieser, seconded by Councilor Barlow, to adopt the agenda as
presented. Motion passed unanimously.


2. Public Forum
2. Public Forum

Subject 2.1. Verbal Comments
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 2. Public Forum

Department Council and Board


Type Procedural
 Action
Recommended Action open Public Forum
 close Public Forum
2.1. Verbal Comments
Andrea Vietz: Heineberg Senior Center


3. Consent Agenda
3. Consent Agenda
Motion made by Councilor Carpenter, seconded by Councilor Neubieser, to adopt the consent agenda as
presented and take the actions indicated. Motion passed unanimously.

Subject 3.1. Motion to adopt the consent agenda and take the actions indicated
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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


Subject 3.2. June 2, 2025 Board of Finance Meeting Minutes - C/T
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Clerk/Treasurer's Office


Type Action (Consent)
 Minutes


Recommended Action approve the minutes
3.2. June 2, 2025 Board of Finance Meeting Minutes - C/T


Subject 3.3. Recertification of the FY24 City of Burlington Waterfront TIF District
 Report to the Vermont Economic Progress Council (VEPC) - C/T
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Clerk/Treasurer's Office
Type Action (Consent)


Recommended Action to accept the staff report
3.3. Recertification of the FY24 City of Burlington Waterfront TIF District Report to the Vermont Economic
Progress Council (VEPC) - C/T


Subject 3.4. Resolution: Approving Obtaining Standby Letter(s) Of Credit For The
 City's Workers' Compensation Program - C/T
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Clerk/Treasurer's Office


Type Action (Consent)
 Resolution


Recommended Action to approve and recommend that Council approve the attached resolution
3.4. Resolution: Approving Obtaining Standby Letter(s) Of Credit For The City's Workers' Compensation
Program - C/T


Subject 3.5. Industrial Pollution Prevention Program Project Amendment
 Authorization to Execute and Amended Engineering Services Agreement -
 DPW/Water Resources
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda

Department Public Works Department - Water Resources


Type Action (Consent)


Recommended Action 1. “To approve and authorize the Director of Public Works to execute an
 engineering services contract amendment with Hoyle, Tanner & Associates for
 $27,906, subject to review and approval by the City Attorney.”
 2. To approve and authorize the Chief Administrative Officer, or their designee, to
 effect all necessary budget amendments in substantial conformance with this
 request.
3.5. Industrial Pollution Prevention Program Project Amendment Authorization to Execute and Amended
Engineering Services Agreement - DPW/Water Resources


Subject 3.6. Ledgewood Circle Street Acceptance - DPW
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 3. Consent Agenda
Department Public Works Department


Type Action (Consent)


Recommended Action to approve and recommend that the City Council waive the reading and approve
 the resolution accepting the street segment know as Ledgewood Circle, as show in
 Ex
 D, subject to review and approval by the City Attorney’s Office of any instruments
 required to effectuate the transactions contemplated hereby


3.6. Ledgewood Circle Street Acceptance - DPW


4. Deliberative Agenda
4. Deliberative Agenda

Subject 4.1. Request to execute a Non-Aeronautical Facility Lease Agreement with
 Beta Technologies for an industrial building located at 25 Customs Drive -
 Airport
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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 Non-aeronautical Facility lease agreement, 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


4.1. Request to execute a Non-Aeronautical Facility Lease Agreement with Beta Technologies for an industrial
building located at 25 Customs Drive - Airport
Motion made by Councilor Neubieser, seconded by Councilor Barlow, to approve the motion as
written. Motion passed unanimously.


Subject 4.2. Re-classification of the Housing Program Specialist in CEDO - CEDO
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Community & Economic Development Office (CEDO)


Type Action
Recommended Action to approve and recommend that the City Council approve and authorize the
 reclassification of the Housing Programs Specialist, a regular, full-time, non-
 exempt, AFSCME, Grade 17 position to a regular, full-time, non-exempt, AFSCME,
 Grade 18 position in the Community & Economic Development Office
4.2. Re-classification of the Housing Program Specialist in CEDO - CEDO
Motion made by Councilor Carpenter, seconded by Councilor Barlow, to approve the motion as
written. Motion passed 4:1 (Councilor Neubieser (no)).


Subject 4.3. Creation of Limited Service Interim Deputy Chief of Operations
 Position - Police
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Police Department


Type Action


Recommended Action to approve the creation of an Interim Deputy Chief of Operations, a Limited
 Service, Non-union, Full-time, Exempt position in the Police Department, with a
 paygrade on the PUPS scale at the Deputy Chief grade
4.3. Creation of Limited Service Interim Deputy Chief of Operations Position - Police
Motion made by Councilor Barlow, seconded by Councilor Carpenter, to approve the motion as
written. Motion passed unanimously.


Subject 4.4. DPW - Technical Services Reorganization
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Public Works Department


Type Action


Recommended Action Board of Finance Motion:
 To recommend that City Council approve the:
 � Elimination of the vacant Senior Public Works Engineer position, a Regular, Full-
 time, Exempt, Non-Union, Grade 22 role in the Technical Services Division of the
 Department of Public Works.
 � Creation of a Public Works Transportation Engineer position, a Regular, Full-
 time, Exempt, Non-Union, Grade 21 role in the Technical Services Division of the
 Department of Public Works.
 � Retitling of the Senior Planner position and associated job description updates, a
 Regular, Full-time, Exempt, Non-Union, Grade 22 role, to Senior Transportation
 Engineer & Planner a Regular, Full-time, Exempt, Non-Union, Grade 22 role in the
 Technical Services Division of the Department of Public Works.
4.4. DPW - Technical Services Reorganization
Motion made by Councilor Barlow, seconded by City Council President Traverse, to approve the motion as
written. Motion passed unanimously.
Subject 4.5. Authorization For Up to $2,192,700 Step II Loan From Vermont Clean
 Water State Revolving Fund And For Amended Engineering Contract With
 Wright Pierce For Up To $2,192,700 For Main Wastewater Plant
 Improvements (Stage 1) - DPW/Water Resources
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Public Works Department - Water Resources


Type Action
 Resolution


Recommended Action to approve and recommend that the City Council adopt the attached resolution
 authorizing a Step II $2,192,700 amended loan from the Vermont Clean Water
 State Revolving fund and a $2,192,700 amended contract with Wright-Pierce for
 the Stage 1 Main Wastewater Plant Improvements project as more specifically set
 forth in the attached resolution
4.5. Authorization For Up to $2,192,700 Step II Loan From Vermont Clean Water State Revolving Fund And
For Amended Engineering Contract With Wright Pierce For Up To $2,192,700 For Main Wastewater Plant
Improvements (Stage 1) - DPW/Water Resources
Motion made by Councilor Barlow, seconded by City Council President Traverse, to approve the motion as
written. Motion passed unanimously.


Subject 4.6. Authorization For Burlington Electric Department Revenue Refunding
 Bonds - Electric
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM,
 Bushor Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Burlington Electric Department


Type Action


Recommended Action The Burlington Electric Department (“BED”) respectfully requests Board and Council
 approval of the attached Resolution prepared by the City’s bond counsel, Paul,
 Frank & Collins, authorizing (1) the refunding of certain BED revenue bonds and (2)
 the reimbursement of up to $5 million in capital expenditures with the proceeds of
 the to-be
 issued tax-exempt Net Zero Energy & Grid Reliability revenue bonds authorized by
 voters in November, 2024.
4.6. Authorization For Burlington Electric Department Revenue Refunding Bonds - Electric
Motion made by Councilor Barlow, seconded by Councilor Carpenter, to approve the motion as
written. Motion passed unanimously.


5. Adjournment
5. Adjournment

Subject 5.1. Motion to adjourn
Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 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 5:48 pm.