Church Street Marketplace Commission — Burlington, VT
Date: 2025-09-17
Time: 09:00

Church Street Marketplace Commission

Wednesday, September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground
 Floor, City Hall/Zoom

Zoom Link: https://zoom.us/j/7366336595
1. Adopt the Agenda

2. Adopt Minutes
 Subject 2.1. Adobtion of Minutes
 Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
 Category 2. Adopt Minutes
 Department Church St. Marketplace


 Type

3. Public Forum
 3.1. Verbal Comments

4. Commissioner Updates (Marketplace Updates: Up to 5 minutes per
commissioner)

5. Recission Skinny Pancake
 Subject 5.1. Vote Needed
 Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
 Type
 Department Church St. Marketplace




 File Attachments
 1. Memo - Skinny Pancake Rescission Memo - Skinny Pancake Rescission.pdf
 2. Letter to Church Street Marketplace Commission - Letter to Church Street Marketplace Commission -
 Skinny Pancake Cart Season 2025 Skinny Pancake Cart Season 2025.pdf
6. 62 Church Street Lease
  Subject 6.1. Vote Needed
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Type
  Department Church St. Marketplace




 File Attachments
 1. Memo - Church Street RFP Reccomendation Memo - Church Street RFP Reccomendation.pdf
 2. Ava Stanley - 62 Church Street RFP Ava Stanley - 62 Church Street RFP.pdf
 3. Ava Stanley - Pro Forma 62 Church Street RFP Ava Stanley - Pro Forma 62 Church Street RFP.pdf
 4. Ava Stanley - Recommendation Ava Stanley - Recommendation.pdf
 5. 62 Church Street RFP_8_6_25 62 Church Street RFP_8_6_25.pdf
 6. 62 Church Street RFP Review Rubric 62 Church Street RFP Review Rubric.pdf

7. Public Art Installation at Main and Church Intersection
  Subject 7.1. Vote Needed
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Type
  Department Church St. Marketplace




 File Attachments
 1. Memo - New Public Art on the Marketplace Memo - New Public Art on the Marketplace.pdf
 2. Block by Block by Noa Younse Block by Block by Noa Younse (Updated) (2).pdf

8. Holiday Review
  Subject 8.1. Holiday Review
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Type Report


  Department Church St. Marketplace




 File Attachments
 1. CSM Holiday Plan 2025 CSM Holiday Plan 2025.pdf

9. Reports
  Subject 9.1. Treasurer's Report
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Category 9. Reports
  Department Church St. Marketplace


  Type Report


  Subject 9.2. Director's Report
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Category 9. Reports
  Department Church St. Marketplace


  Type Report


  Subject 9.3. Chair's Report
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Category 9. Reports
  Department Church St. Marketplace


  Type Report



10. Adjournment
  Subject 10.1. Motion to adjourn
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom


  Category 10. Adjournment

  Department Council and Board


  Type

  Recommended Action

11. Informational and Non-Discrimination Statements
  Subject 11.1. This agenda is available in alternative formats upon request. For more
 information on access, call Lori Olberg, Licensing, Voting and Records
 Coordinator (802-865-7136)(TTY 802-865-7142). Persons with disabilities
 who require assistance or special arrangements to participate are encouraged
 to contact 802-865-7000 (voice) or 802-865-7142 (TTY) at least 72 hours in
 advance so that proper arrangements can be made. This meeting will also air
 on Town Meeting TV the Wednesday after the meeting, starting at 8:00 pm
 and repeating at 1:00 am and 7:00 am the following day. The City of
 Burlington will not tolerate unlawful harassment or discrimination on the
 basis of political or religious affiliation, race, color, national origin, place of
 birth, ancestry, age, sex, sexual orientation, gender identity, marital status,
 veteran status, disability, HIV positive status, crime victim status or genetic
 information.
Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
Category 11. Informational and Non-Discrimination Statements
Department Council and Board


Type

Church Street Marketplace Commission

Wednesday, September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground
 Floor, City Hall/Zoom

Zoom Link: https://zoom.us/j/7366336595
1. Adopt the Agenda

2. Adopt Minutes
 Subject 2.1. Adobtion of Minutes
 Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
 Category 2. Adopt Minutes
 Department Church St. Marketplace


 Type

3. Public Forum
 3.1. Verbal Comments

4. Commissioner Updates (Marketplace Updates: Up to 5 minutes per
commissioner)

5. Recission Skinny Pancake
 Subject 5.1. Vote Needed
 Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
 Type
 Department Church St. Marketplace




 File Attachments
 1. Memo - Skinny Pancake Rescission Memo - Skinny Pancake Rescission.pdf
 2. Letter to Church Street Marketplace Commission - Letter to Church Street Marketplace Commission -
 Skinny Pancake Cart Season 2025 Skinny Pancake Cart Season 2025.pdf



 Page 1 of 104
6. 62 Church Street Lease
  Subject 6.1. Vote Needed
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Type
  Department Church St. Marketplace




 File Attachments
 1. Memo - Church Street RFP Reccomendation Memo - Church Street RFP Reccomendation.pdf
 2. Ava Stanley - 62 Church Street RFP Ava Stanley - 62 Church Street RFP.pdf
 3. Ava Stanley - Pro Forma 62 Church Street RFP Ava Stanley - Pro Forma 62 Church Street RFP.pdf
 4. Ava Stanley - Recommendation Ava Stanley - Recommendation.pdf
 5. 62 Church Street RFP_8_6_25 62 Church Street RFP_8_6_25.pdf
 6. 62 Church Street RFP Review Rubric 62 Church Street RFP Review Rubric.pdf

7. Public Art Installation at Main and Church Intersection
  Subject 7.1. Vote Needed
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Type
  Department Church St. Marketplace




 File Attachments
 1. Memo - New Public Art on the Marketplace Memo - New Public Art on the Marketplace.pdf
 2. Block by Block by Noa Younse Block by Block by Noa Younse (Updated) (2).pdf

8. Holiday Review
  Subject 8.1. Holiday Review
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Type Report


  Department Church St. Marketplace




 File Attachments
 1. CSM Holiday Plan 2025 CSM Holiday Plan 2025.pdf

9. Reports
  Subject 9.1. Treasurer's Report
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom


 Page 2 of 104
  Category 9. Reports
  Department Church St. Marketplace


  Type Report


  Subject 9.2. Director's Report
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Category 9. Reports
  Department Church St. Marketplace


  Type Report


  Subject 9.3. Chair's Report
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
  Category 9. Reports
  Department Church St. Marketplace


  Type Report



10. Adjournment
  Subject 10.1. Motion to adjourn
  Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom


  Category 10. Adjournment

  Department Council and Board


  Type

  Recommended Action

11. Informational and Non-Discrimination Statements
  Subject 11.1. This agenda is available in alternative formats upon request. For more
 information on access, call Lori Olberg, Licensing, Voting and Records
 Coordinator (802-865-7136)(TTY 802-865-7142). Persons with disabilities
 who require assistance or special arrangements to participate are encouraged
 to contact 802-865-7000 (voice) or 802-865-7142 (TTY) at least 72 hours in
 advance so that proper arrangements can be made. This meeting will also air
 on Town Meeting TV the Wednesday after the meeting, starting at 8:00 pm
 and repeating at 1:00 am and 7:00 am the following day. The City of
 Burlington will not tolerate unlawful harassment or discrimination on the
 basis of political or religious affiliation, race, color, national origin, place of
 birth, ancestry, age, sex, sexual orientation, gender identity, marital status,
 veteran status, disability, HIV positive status, crime victim status or genetic
 information.


 Page 3 of 104
Meeting September 17, 2025 - Church Street Marketplace Commission Agenda - Wednesday,
 September 17, 2025, 9:00 AM, Sharon Busher Conference Room, Ground Floor, City
 Hall/Zoom
Category 11. Informational and Non-Discrimination Statements
Department Council and Board


Type




 Page 4 of 104
 Church Street Marketplace Commission
 Meeting Minutes
 Wednesday, August 20, 2025, 9:00 AM

 Location: City Hall, Bushor Conference Room, 149 Church St.
 Enter at street level
 Conference room on the right
 In-person or via Zoom: https://zoom.us/j/7366336595

 ATTENDANCE: Commissioners: Mark Bouchett, Chris Haessly, Erik Monsen, Romeo Von Hermann,
 Linda Magoon, Sam Tolstoi (Zoom), and Cara Tobin (Zoom)

 Absent: Sarah Beal and Becky Holt

 Staff: Samantha McGinnis – Marketplace Director, Jessica Dudley - Marketing Manager, Aida
 Washburn - Projects & Event Specialist, Andrew Bacher – Marketplace Coordinator, Kara Alnasrawi –
 CEDO Director, a member of the public in person.

 I. COME TO ORDER
 a. Meeting is brought to order at 9:07 am

 II. APPROVE THE AGENDA
 a. Agenda Approved unanimously

 III. APPROVE THE MINUTES
 a. Minutes approved unanimously

 IV. PUBLIC FORUM
 a. Member of the public addresses the commission on a variety issues.
 b. Public forum closed at 9:15 am

 V. MEETING PAUSED
 a. Meeting Paused in order to deal with a technical issue with Zoom.
 b. Reconvened at 9:15 am

VI. COMMISSIONER UPDATES
 a. Commissioner Hasley gives updates on a variety of topics
 b. Commissioner updates close at 9:17 am

VII. RECISSION MICRO MOBILE KITCHEN
 a. Micro Mobile Kitchen requests to have contract for 2025 food cart terminated.


 Page 5 of 104
 b. Motion to adopt the staff recommendation brought by Commissioner Hasley, Seconded,
 Commissioner Monsen
 c. Discission on the motion around consistent policy and appropriate fee for vendors looking to
 terminate their contract.
 d. Commissioner Magoon makes a friendly amendment to the motion: 10% of the total fee ($150)
 Seconded by Commissioner Von Hermann
 e. VOTE: passes unanimously

VIII. MENU CHANGE MATHEW’S MONTREAL FAMOUS
 a. Request by Mathew’s Montreal Famous to return to their original food care menu.
 b. Motion to adopt the staff recommendation brought by Commissioner Hasley, Seconded,
 Commissioner Magoon
 c. VOTE: Passes unanimously

 IX. TREASURER’S REPORT
 a. Commissioner Tolstoi gives an overview of where the budget stands one-month into the new fiscal year.
 Nothing of concern.

  X. DIRECTOR’S REPORT
 a. Director McGinnis gives a variety of updates including upcoming events, city wide updates, store
 vacancies, RFP for 62 Church and more.

 XI. CHAIR’S REPORT
 a. Commissioner Bouchett gives a variety of updates including success of Sidewalk Sale, current challenges
 in the restaurant industry, graffiti initiative by BBA and feedback on the Mayor’s Virtual Town Hall.

XII. ADJOURNAMENT
 a. Meeting is adjourned at 10:17 am




 Page 6 of 104
To: Church Street Marketplace Commission
From: Andrew Bacher, Marketplace Coordinator
CC: Samantha McGinnis, Director
Date: September 11, 2025

Re: Fee Reduction Request - Skinny Pancake Cart Vending Contract



Background: The Skinny Pancake cart joined the cart vending program in 2003 and has been a
solid vendor for many years. The cart took a one-season hiatus in 2024 due to staffing
challenges. For the 2025 season, Skinny Pancake applied to return to the program and was
approved at the February 2025 Commission meeting. There are three other Skinny Pancake
Locations in Burlington at Lake St, UVM and the Patrick Leahy International Airport. The
current manager of the Skinny Pancake food cart is Kate Litke.



Request for Rescission: The Skinny Pancake cart operated as scheduled beginning in June
2025. However, on August 14, 2025, Kate Litke contacted Marketplace staff to inform us that
the cart would cease operations for the remainder of the 2025 season due to ongoing staffing
issues. She also requested a full or partial waiver of the cart vendor fees for August and
September.



The cart was active on the Marketplace during the first week of August but did not vend
afterward. Ms. Litke has expressed continued interest in participating in future vending seasons.



Recommended Action: Marketplace staff recommends the following:

 • August 2025 Fee: No change. The cart operated during the first week of August and staff
 recommends the full monthly fee of $487.50 remain in place.
 • September 2025 Fee: No Change. The cart was able to vend for a majority of their
 required contract.




 Page 7 of 104
September 3rd, 2025

To the Church Street Marketplace Commission,

Unfortunately, The Skinny Pancake cart will not be operating on the Church Street Marketplace
for the remainder of this season.

We really enjoyed the few days we were able to get out there, especially the energy and
excitement of the Fools Block Party. Unfortunately, due to ongoing staffing challenges, we have
made the difficult decision to focus our resources on our core restaurant operations at this time.

Given this situation, we would be grateful if you would consider waiving our fees for the months
of August and September, or coming to a mutually agreed reduced rate.

We apologize for any inconvenience this may cause and appreciate your understanding. We look
forward to the possibility of being a part of the marketplace again in future seasons.

We appreciate your time and consideration on this matter.

The Skinny Pancake Team




 Page 8 of 104
To: Church Street Marketplace Commission
From: Andrew Bacher, Marketplace Coordinator
CC: Samantha McGinnis, Director
Date: September 11, 2025

Re: 62 Church Street RFP Review Committee Results



Background:
Since 1982, the property at 62 Church Street has been owned by the Church Street Marketplace
and leased to various retail businesses. The most recent tenant vacated the space earlier this year,
leaving it unoccupied. In response, the Church Street Marketplace issued a Request for Proposals
(RFP) to identify a new tenant. We first posted the RFP in June 2025, and it closed on July 1. We
did not receive any responses to this RFP. The RFP was reposted from August 6th – August 29th .
We received two applications from this RFP. The applications were reviewed by a committee
composed of City staff and Marketplace Commissioners and graded on the four criteria outlined
in the RFP (see attached).



After scoring and reviewing the applications, the Committee chose to move forward with Ava
Stanley's concept of a children's clothing store. She proposed an annual rent of $20,800 which
meets the requirements laid out in the RFP. Previously the annual rent was $17,662. Ava has
extensive knowledge of the space, having worked for the previous tenant for many years, is in
good financial standing, with her current business free of debt and loans, and has a demonstrated
a proof on concept within her first few months of operation. The Marketplace team is in the
process of reviewing Stanley's financial references, personal and professional were provided, and
the approval to offer her the lease opportunity for 62 Church Street is contingent on those going
well.




Recommended Action:
The Marketplace RFP Review Committee recommends awarding a three-year lease for 62
Church Street to Ava Stanley of Olive and Ollie, contingent upon receiving a satisfactory
recommendation from her financial institution. Her personal and professional references were
positive.




 Page 9 of 104
August 6th, 2025
─




Ava Stanley
Olive & Ollie
101 Church Street
Burlington, VT 05401




 Page 10 of 104
 1



Having built strong connections with local Church Street boutiques and gained firsthand
experience working within them, I was inspired to open my own children's clothing and
accessories store, Olive & Ollie. While I’m already operating at 101 Church Street, I find
myself continually drawn to the space at 62 Church Street.

My previous experience managing Whim Boutique at 62 Church Street makes that address
feel like a second home. I am eager to bring Olive & Ollie to the one-of-a-kind retail space
there as soon as possible.

Over the past two months, it has been a pleasure to connect with customers and other
downtown businesses. During this time, I’ve successfully grown a loyal customer base and
reignited excitement among shoppers for a children's boutique in the downtown area.


Sales have been increasing each month, and right now I am looking forward to receiving fall
shipments, and growing my team and customer base. To be transparent, the only thing
that feels incomplete is the physical location of my shop. It’s a wonderful space, but I had
immediately regretted not submitting a proposal for 62 Church Street earlier this summer.
I’m elated to hear that the space is still available and would love to establish a long-term
business there. It would truly be an honor to keep the legacy of the space going.




 Page 11 of 104
 2




Executive Summary
Olive & Ollie is a charming and thoughtfully curated children's boutique. Catering to boys
and girls aged 0-10, Olive & Ollie offers a carefully selected assortment of high-quality
clothing and accessories from a diverse range of unique and sought-after brands.

 ●​ Hand Selected Styles: Featuring apparel, accessories, and toys that prioritize
 quality, style, and ethical sourcing, with a focus on both established and emerging
 brands.
 ●​ Engaging Store Environment: Creating a welcoming and playful atmosphere with
 thoughtful displays and interactive elements designed to engage children and
 families.
 ●​ Personalized Service: Offering expert guidance and a warm, personalized
 approach to assist customers in finding the perfect items for their little ones.
 ●​ Community Focus: Fostering a sense of community and connection among
 families.




Olive & Ollie is committed to enhancing the diversity and appeal of the Church Street
Marketplace by attracting a new segment of customers, contributing to the local economy,
and fostering a welcoming space for families to explore and connect. The store has been
open for almost 3 months at 101 Church Street, and currently has no outstanding debt or
loans. Olive & Ollie is well-positioned to thrive and stay a cherished addition to the
downtown community.

We will operate seven days a week. From late Spring through Summer, our hours will be
10AM to 8PM Monday through Saturday, and 11AM to 6PM on Sundays. During late Fall
and Winter, we will be open from 10AM to 7PM Monday through Saturday, and 11AM to
6PM on Sundays.




 Page 12 of 104
 3




Products
Olive & Ollie: A Curated Collection

Our Brands

At Olive & Ollie, we believe in surrounding little ones with beauty, comfort, and joy.
That's why we've hand-picked a collection of brands that share our values.

 ●​ Rylee + Cru
 ●​ Tiny Cottons
 ●​ Cozmo
 ●​ Noralee
 ●​ The New
 Society
 ●​ Konges Sløjd
 ●​ STATE Bags
 ●​ Pink Chicken
 ●​ Mon Ami
 ●​ Oso & Me
 ●​ Quincy Mae




 Page 13 of 104
 4



Marketing & Sales
Olive & Ollie uses a mix of online and in-person strategies to reach families and build
a successful business.

Online:

 ●​ Website: Easy-to-use website for online shopping and learning about the
 store.
 ●​ Social Media: Active on Instagram and Facebook with eye-catching photos.
 ●​ Online Ads: Targeted ads on Google and social media to reach the right
 customers.

In-Person:

 ●​ Events: Participate in local and school raffles and events.
 ●​ Excellent Service: Friendly and helpful staff who offer expert advice.
 ●​ Window Displays: Thoughtfully chosen products for the engaging window
 displays that will delight passersby and invite them in.

Sales Strategies:

 ●​ Loyalty Program: Rewards for repeat customers.
 ●​ Promotions: Regular sales and discounts.
 ●​ Gift Cards: Make gifting easy.

Key Focus:

 ●​ Unique Products: Offer a mix of well-known and new brands that families will
 love.
 ●​ Welcoming Atmosphere: Create a fun and inviting space for kids and parents.
 ●​ Strong Customer Relationships: Build connections with families through
 great service and events.




 Page 14 of 104
 5



Market Analysis
Target Audience

Olive & Ollie caters to a diverse range of customers within the Burlington area and
beyond, including:

 ●​ Local Families:
 ○​ Households with children aged 0-10 residing in Burlington and
 surrounding towns (e.g., South Burlington, Shelburne, Winooski).
 ○​ Focus on families who value quality, style, and unique children's
 products.
 ○​ Appeal to parents seeking a convenient and enjoyable shopping
 experience.
 ●​ Tourists and Visitors:
 ○​ Families visiting Church Street from neighboring states and Canada.
 ○​ Individuals seeking unique and high-quality gifts for children.
 ○​ Appeal to those who appreciate locally owned businesses and curated
 selections.
 ●​ Community Members:
 ○​ Grandparents, aunts, uncles, and friends seeking gifts for children.
 ○​ Individuals interested in supporting local businesses and the Church
 Street community.

2. Market Need

 ●​ Gap in the Market:
 ○​ Limited options for parents seeking a diverse selection of high-quality
 children's clothing and accessories in the downtown area.
 ○​ Demand for a curated shopping experience that caters specifically to
 the needs of families with young children.
 ●​ Growing Trends:
 ○​ Increased consumer interest in ethically sourced and sustainable
 children's products.
 ○​ Desire for unique and stylish children's clothing that reflects individual
 personalities.
 ○​ Appreciation for experiences and community engagement, particularly
 among families.




 Page 15 of 104
 6



Financials
My current storefront was established using only personal cash savings, and Olive &
Ollie is free of debt or loans, and I plan to do the same at 62. I am prepared to pay the
initial annual rent of $20,800 for 62 Church immediately, in addition to approximately
$4,000 for taxes and $2,000 in fees. I do not intend to make any interior
modifications to the space; only the exterior signage will be changed.




Conclusion
As an established and dedicated member of the Church Street Marketplace
community, I am deeply committed to fostering positivity and prosperity downtown.
While I appreciate my current location at 101 Church, I am strongly drawn to the
space at 62 Church. I believe this location would significantly benefit from a tenant
who not only has a deep affection for the space but also represents a new and
emerging business already thriving on the street. I also believe the location of the
space will be a better fit for my business model. I am fully prepared to invest my time,
energy, and resources to ensure the continued success of Olive & Ollie at 62 Church.




 Page 16 of 104
 Attachment B:
 Operating Pro Forma


Income Cost Notes

Sales $195,000 Year 1 at 62 Church
*please adjust to your business needs



One Time Expenses

Equipment $2,000 New awning
Furniture $0
*please adjust to your business needs



Expenses

Rent $20,800
Marketplace Fees $6,000
Salaries & Benefits $38,000
Operational Expenses (Cost of Goods Sold) $83,000
Insurance $1,200
VT Business Registration $125
*please adjust to your business needs

Other



Total Gross Income $195,000
Total Expenses $151,125
Tax Rate 11.47%
Tax Amount $5,033
Earnings before taxes $43,875
Net Earnings $38,842




 Page 17 of 104
 January 14, 2025

 To Whom It May Concern,

 I am writing to recommend Ava S Stanley to be considered as a tenant for
 62 Church Street.

 I met Ava while she was working for my friend Rachel at Sweet Lady Jane.
 I knew her to be the best sales person on the street. When Sweet Lady
 Jane closed I immediately hired her before anyone else could.

 While she was working for me, Whim had the highest sales in history- we
 still have not gotten back to those numbers. She worked for me before
 COVID, during & after. She helped me pivot and get Whim online in the
 rst weeks of the pandemic. And when we reopened she was there-
 helping me with instagram LIVE events & making great content.

 When Ava left to work for Commando I was at a loss but knew she needed
 to move on.

 Ava has amazing people skills, sales, merchandising, window design,
 social media & more. She also knows the quirkiness of the location as she
 worked 40 hours a week for years in all seasons.

 I have been in the space for 15 years & it has allowed me to ourish as a
 business owner & I hope another female business owner can take my
 spot. I think her business idea is a solid one, and one I had dreamed of
 doing one day before I bought Dear Lucy. Church Street could really use a
 fashionable children’s store. She would be in a prime spot, across from
 Hatley & near the new VT Teddy Bear.

 Please let me know if you have any questions. I am happy to speak in front
 of the Commission if needed.

 Best,

 Melissa Desautels




 Page 18 of 104
 fl
fi
 CITY OF BURLINGTON REQUEST
 FOR PROPOSALS
 Issued: August 6, 2025
 Due: August 29, 2025

 I. PROJECT INTRODUCTION

 The Church Street Marketplace (“Marketplace”) is offering an exciting opportunity for a creative
 entrepreneur (“Operator”) to operate a retail, food or service-based business out of its 62 Church
 Street property (“premises”). The premise includes a main sales floor and a back portion that includes
 an office and bathroom for a total of 520 sq ft. The premises is located on the third block of the
 Marketplace, between Cherry and Bank Streets, at the entrance to Leahy Way which connects the
 Church Street Marketplace to the Marketplace Parking Garage.


II. BACKGROUND
 The historic, award-winning Church Street Marketplace District is the heart of downtown Burlington,
 Vermont – Vermont’s largest city and a commercial and community center for the region. Built in
 1981, Burlington's Church Street Marketplace District is a business improvement district; it is
 managed by the Church Street Marketplace, a department of the City of Burlington, Vermont.

 The Marketplace District is extensively programmed and managed to be a lively place throughout the
 year, hosting over 100 events annually. Restaurants, street vendors, and more than 75 retail shops
 lend to the magic that makes Vermont's only pedestrian mall such a beloved place for locals and
 tourists alike.

 The 62 Church Street property was originally built in 1982 and operated as a florist shop until 2009.
 Most recently the space was occupied by clothing retailer Whim Boutique. The current tenant is
 exiting at the end of their lease in August 2025. The current rent is $17,662 annually.

 Although the Church Street Marketplace is a department within the City of Burlington, it is primarily
 funded through user fees. Approximately 70% of the Marketplace’s operating revenues are secured
 through a common area fee of all properties abutting the business improvement district. The
 remaining 30% of operating revenues are derived from user fees including sidewalk café and cart
 vendor fees, rent collected from the College Street Kiosk and the 62 Church Street property, and
 corporate sponsorships.

III. SCOPE OF WORK

 The Church Street Marketplace is seeking proposals that will provide Marketplace customers with a
 unique and complementary ground level retail, food or service experience. The Church Street
 Marketplace’s goals for the premises are:




 Page 19 of 104
 • Provide an on-going revenue stream for the Church Street Marketplace’s operating budget
 • Provide a business owner with an opportunity to capitalize on this prime location
 • Secure a three-year lease with the Operator for 62 Church Street


  The City will provide:

 • A retail space measuring 520 sq ft. Including an office and bathroom;
 • Access to water, wastewater, and electrical service (at operator’s expense);
 • The Maintenance and cleaning of the ground surrounding the premises; and
 • Programming and marketing of Church Street Marketplace.


  The successful Operator will be expected to:

 • Be responsible for maintenance (including graffiti removal), repairs, and improvements of 62
 Church Street both interior and exterior of the premises.
 • Offer retail items, food and/or beverage, or service experience to visitors of the Church Street
 Marketplace
 • Provide on-site waste, recycling and composting receptacles and disposal of all waste
 recycling and composting.
 • Pay for all utilities provided to the premises -- water/sewage, electricity, phone if desired; no
 other charges or fees shall be imposed by the commission other than those described
 • Pay for City of Burlington property tax (approx. $4,000 annually) and Church Street
 Marketplace fees (approx. $2,000 annually).
 • Provide staffing and management of the premises to operate for a minimum of 8-12
 hours/day and a minimum of 6 days a week year-round. 7 days per week is encouraged and
 will positively impact the application. A schedule outside of this is permissible upon approval
 of the Marketplace.
 • Obtain any and all permits and licenses required to operate their business. Design and
 construction are subject to the City’s building codes, fire safety and zoning as well as
 approval from the Director of the Church Street Marketplace.

IV. RESPONSE FORMAT

 Responses should include the following information:

 Cover Letter
 • A brief synopsis of your proposal
 • A statement of your understanding of the project
 • Why your proposal is the most appropriate for the premises

 Specific Restaurant, Retail, or Service Experience
 • A summary of your experience and expertise with operation of similar facilities,
 including information on past experiences.




 Page 20 of 104
 • A statement of capacity indicating ability to successfully operate a business, solely or
 with a collaborator, including current staffing capacity and a plan to staff the premises for
 the required minimum hours of operation.
 • Indicate if your company has been a party in any legal suit in the past five years that may
 have a material impact on your company’s ability to perform its duties with respect to
 your proposed services. If so, please explain.

 List of References
 • A minimum of two references than can speak to the applicant’s execution of similar
 services in the past five years. Include the name, phone number, email address as well as
 a description of their role.
 • A reference that can speak to the applicant’s financial stability i.e. bank, landlord. Include
 the name, phone number, email address as well as a description of their role.
 • Contact information for former or current lessor for retail or restaurant space (if
 applicable).

 Concept

 • Description of the business you propose for the premises, including description of
 services, retail and/or food items to be sold including expected price points.
 • Images of branding for your business.
 • Explain how your experience in the community will ensure maximum patron satisfaction
 and convenience.

 Financials
 • Provide an operating pro forma, using attached template for the first (1) year of operation
 at the level of activity described above, accounting for all revenues and expenses
 associated with the operation of the premises. Identify the sources and amounts of the
 revenue you propose as a result of this activity
 • Provide a proposal for annual rent for the full duration of the three-year lease. Starting
 rent must be $20,800, not including marketplace fees and taxes.

V. CONTRACTOR SELECTION

 Proposals will be reviewed and evaluated by a committee made up of members of the Church
 Street Marketplace Commission and City of Burlington Staff. Additional information may be
 requested prior to final selection. The selected vendor shall be willing to enter into an agreement
 similar to the Draft Agreement in Attachment C.

 Interviews and Negotiations

 The review committee may engage in individual discussions with two or more respondents
 deemed fully qualified, responsible, and suitable on the basis of initial responses and with
 emphasis on professional competence and experience to provide the required services for this
 project.




 Page 21 of 104
  At the conclusion of discussions and on the basis of evaluation factors as stated in the Request for
  Proposals and information developed in the selection process, the review committee shall develop
  a final ranking of the proposals. Negotiations shall be conducted beginning with the respondent
  ranked first for the project. If a contract satisfactory and advantageous to the Marketplace can be
  negotiated at a price considered fair and reasonable, the award shall be made to the applicant.
  Otherwise, negotiations conducted with the respondent deemed first shall be formally terminated
  and negotiations conducted with the applicant deemed second, and so on until such a contract can
  be negotiated at a fair and reasonable price.

  Evaluation Criteria and Assigned Weight

  Proposals shall be evaluated based on the criteria listed below. Each proposal shall contain
  responses to evaluation criteria items one through six in a concise and easily identifiable manner.
  Information and/or factors gathered during interviews, discussions and/or negotiations also shall
  be utilized in the final selection decision.


Experience & Qualifications

Applicants will be graded based on previous business operations, business legal 30 pts
standing, the experience of the applicant and/or applicants’ partners and their
understanding and mastery of their industry. Consideration will be made to
knowledge of the local community and sourcing.

Business Concept

Demonstrates a unique and complementary ground level retail, food or service 35 pts
experience for the Marketplace.

Continued on next page -

References, Business Standing & Prior Lessor Evaluation 20 pts

City of Burlington will contact all references, follow-up with current or
previous town/city tax departments to ensure good standing and contact current
or previous landlords/lessors of rented space the applicant has utilized for place
of business.

Financial Feasibility

Demonstrates financially feasible business model, including total financial 15 pts
return to the Marketplace.

Total Possible Points 100 pts




 Page 22 of 104
 No proposal will be considered accepted until all necessary Marketplace authorizations, including those
 required by Board of Finance and City Council, if necessary, have been received and an agreement is
 executed by both parties.

 After reviewing the proposals and selecting a preferred vendor, the committee will make its
 recommendation to the Church Street Marketplace District Commission at its Wednesday, July 16
 meeting. A license agreement will be initiated between the selected partner and the City of Burlington.
 The license agreement will then need to be approved as soon as the Board of Finance next convenes and
 City Council (standard procedure) at its next conveying. The final lease signing will take place after City
 Council approval.

VI. SUBMISSIONS

 Proposals should be submitted via email to:
 Samantha McGinnis
 Assistant Director, Downtown Projects and Events
 Business and Workforce Development, City of Burlington,
 smcginnis@burlingtonvt.gov

 Tentative Selection Schedule
 RFP Posted: August 6, 2025
 Site Visit (Optional) - August 13, 2025
 Questions Due – August 15, 2025
 Answers Posted – August 18, 2025
 Application Period Closes – August 29, 2025
 Application Review Period – September 1 – September 10, 2025
 CSM Commission Vote – September 17, 2025
 Board of Finance – September 29, 2025
 City Council Approval – September 29, 2025
 Lease Signing – TBD


VII. ATTACHMENTS

 Attachment A: 62 Church Street Land Plot
 Attachment B: Operating Pro Forma Template
 Attachment C: Draft Contract Template
 Attachment D: Burlington Standard Contract Conditions
 Attachment D-1: Standard Insurance Conditions & Indemnification
 Attachment E: Burlington Livable Wage Ordinance Certification
 Attachment G: Burlington Union Deterrence Ordinance Certification




 Page 23 of 104
VIII. AGREEMENT REQUIREMENTS
 The selected vendor must be an entity in good standing and registered with the Vermont.
 Secretary of State's Office to do business in the State of Vermont.

 The selected vendor will be required to execute a contract with the City on the terms and
 conditions required by the City, including but not limited to those in the Burlington Standard
 Conditions (Attachment C) and the attached Draft Agreement (Attachment B). Any objections to
 the City’s standard contract should be submitted as part of the proposal.

 IX. LIMITATION OF LIABILITY
 The City assumes no responsibility or liability for the response to this Request for Proposals.

  X. COST ASSOCIATED WITH PROPOSAL
 Any costs incurred by any person or entity in preparing, submitting, or presenting a proposal are
 the sole responsibility of that person or entity, including any requests for additional information
 or interviews. The City will not reimburse any person or entity for any costs incurred prior to the
 issuance of the contract.

 XI. INDEMNIFICATION
 Any party responding to this RFP is acting in an independent capacity and not as an officer or
 employee of the City. Any party responding to this Request for Proposals will be required to
 indemnify, defend, and hold harmless the City, its officers, and employees from all liability and
 any claims, suits, expenses, losses, judgments, and damages arising as a result of the responding
 party’s acts and/or omissions in or related to the response.

 XII. REJECTION OF PROPOSALS
 The City reserves the right to reject any or all proposals, to negotiate with one or more parties, or
 to award the contract to the proposal the City deems will meet its best interests, even if that
 proposal is not the lowest bid. The City reserves the right to re-advertise for additional proposals
 and to extend the deadline for submission of the proposals. This RFP in no way obligates the City
 to award a contract.

 XII. OWNERSHIP OF DOCUMENTS
 Any materials submitted to the City in response to this Request for Proposals shall become
 the
 property of the City unless another arrangement is made by written agreement between the
 City and the responding party. The responding party may retain copies of the original
 documents.




 Page 24 of 104
XIII. DUTY TO INFORM CITY OF BID DOCUMENT ERRORS
If a proposer knows, suspects, or has reasonable cause to believe, that an error or omission exists
in this RFP, the proposer immediately shall give the City written notice thereof.


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


XV. PUBLIC HEALTH EMERGENCIES
Proposers are advised that public health emergencies, as declared by the City, the State of
Vermont, or the Federal government may introduce significant uncertainty into the project,
including disruption of timelines or revised practices. The contractor shall consider public
health emergencies as they develop project schedules and advance the work.
The City may require a public health emergency plan be submitted as part of the bid. This plan
will contain:
 1) Measures to manage risk and ensure that potential impacts to safety and mobility
 are mitigated in accordance with health and safety standards and guidelines proposed by
 local, state, and federal agencies (see attached Draft Contract and Attachment C);
 2) A schedule for possible updates to the plan in advance of the start of work (see
 attached Draft Contract); and
 3) Means to adjust the schedule and sequence of work should the emergency change in
 nature or duration.
The City will have sole discretion to approve, deny, or require changes to this plan as a condition
of consideration of the bid, will retain the right to inspect all work to ensure compliance with health
and safety standards, and may at any time require the contractor to stop work because of the
emergency. If a public health emergency is declared, the City will not be responsible for any
delays related to the sequence of operations or any expenses or losses incurred as a result of any
delays. Any delays related to public emergencies but will not be compensable.




 Page 25 of 104
XVI. FORCE MAJEURE
Neither Party to this Contract shall be liable to the other for any failure or delay of performance
of any obligation under this Contract to the extent the failure or delay is caused by acts of God,
public health emergencies, epidemics, acts of the public enemy, acts of superior governmental
authority, weather conditions, riots, rebellion, sabotage, or any other circumstances for which it
is not responsible or which is not under its control (“Force Majeure”). To assert Force Majeure,
the nonperforming party must prove that a) it made all reasonable efforts to remove, eliminate,
or minimize the cause of delay or damage, b) diligently pursued performance of its obligations,
c) substantially fulfilled all obligations that could be fulfilled, and d) timely notified the other
part of the likelihood or actual occurrence of a Force Majeure event. If any such causes for delay
are of such magnitude as to prevent the complete performance of the Contract within two (2)
years of the originally scheduled completion date, either Party may by written notice request to
amend or terminate the Contract. The suspension of any obligations under this section shall not
cause the term of this Contract to be extended and shall not affect any rights accrued under this
Contract prior to the occurrence of the Force Majeure. The Party giving notice of the Force
Majeure shall also give notice of its cessation.




 Page 26 of 104
 Attachment A:
62 Church Street Land Plot




 Page 27 of 104
 Attachment B:
 Operating Pro Forma


Income Cost Notes

Sales

*please adjust to your business needs



One Time Expenses

Equipment

Furniture

*please adjust to your business needs



Expenses

Rent

Marketplace Fees

Salaries & Benefits

Operational Expenses (Cost of Goods Sold)

Insurance

VT Business Registration

*please adjust to your business needs

Other



Total Gross Income

Total Expenses

Tax Rate

Tax Amount

Earnings before taxes

Net Earnings




 Page 28 of 104
 Attachment C:
 DRAFT Contract

 CITY OF BURLINGTON
 DRAFT LEASE AGREEMENT
 WITH
 OPERATOR


This Lease Agreement (“Lease”) is entered into by and between the City of Burlington, acting by
and through the Church Street Marketplace Department (“City”), and Lessee, _________, d/b/a
______________ (“Lessee”), a Vermont corporation authorized to do business in the State of
Vermont with a principal place of business at ________, _______, VT _____. The City and Lessee
agree to the terms and conditions of this Lease.


1. EFFECTIVE DATE AND NOTICE OF NONLIABILITY


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


2. RECITALS


  A. Authority. Authority to enter into this Lease exists in the City Charter. Required approvals,
 clearance, and coordination have been accomplished from and within each Party.


  B. Consideration. The Parties acknowledge that the mutual promises and covenants contained
 herein and other good and valuable consideration are sufficient and adequate to support this
 Lease.


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




 Page 29 of 104
  D. References. All references in this Lease to sections (whether spelled out or using the §
 symbol), subsections, exhibits, or other attachments, are references to sections subsections,
 exhibits, or other attachments contained herein or incorporated as part of this Lease, unless
 otherwise noted.


3. DEFINITIONS


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


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


  C. “Hazardous Substance” means and includes, but shall not be limited to, any element,
 substance, compound or mixture, including disease-causing agents, which after release into
 the environment or work place and upon exposure, ingestion, inhalation or assimilation into
 any organism, either directly or indirectly, will or may reasonably be anticipated to cause
 death, disease, behavioral abnormalities, cancer, genetic mutation, physiological
 malfunctions, including malfunctions in reproduction or physical deformations in such
 organisms or their offspring, and all hazardous and toxic substances, wastes or materials,
 any pollutants or contaminants (including, without limitation, asbestos and raw materials
 which include hazardous constituents), or any other similar substances, or materials which
 are included under or regulated by any local, state or federal law, rule or regulation
 pertaining to environmental regulation, contamination, clean-up or disclosure, including,
 without limitation, CERCLA, and regulations adopted pursuant to such Acts, the Toxic
 Substances Control Act of 1976, as heretofore or currently in effect (“TSCA”) and the
 Resource Conservation and Recovery Act of 1976, as heretofore or currently in effect
 (“RCRA”).


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


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


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




 Page 30 of 104
4. TERM AND RENEWAL TERM(S)


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




5. LEASE—USES AND PURPOSES


 The City hereby leases to Lessee for its exclusive use the right to access and occupy the Leased
 Premises, subject to the terms of this Lease and the following conditions:


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


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


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


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


 E. Compliance with Law. Lessee shall observe and comply with any and all present and
 future requirements of the constituted public authority and with all federal, state, or local
 statutes, ordinances, regulations, standards, conditions, and agreements applicable to
 Lessee for its use of the Leased Premises, including, but not limited to, ordinances, rules
 and regulations promulgated from time to time by or at the direction of the City for the
 administration of the Church Street Marketplace. Further, Lessee shall—at its own
 expense—submit to and comply with the requirements of all state and federal regulatory
 agencies or municipal boards having jurisdiction over the construction of any fixed




 Page 31 of 104
 improvements on the Leased Premises, including, but not limited to, any Environmental
 Board or Board of Health.


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


 G. Waste and Nuisance. Lessee shall not make any actionable waste or nuisance upon the
 Leased Premises and shall not do or permit to be done anything which may result in the
 creation, commission, or maintenance of any such waste or nuisance on said premises or
 the Church Street Marketplace. Lessee shall properly handle, remove, and dispose of any
 and all lubricants and/or hazardous waste and maintain the Leased Premises in a clean and
 safe condition.


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


 I. Supervision. Lessee shall ensure that the management, maintenance, and operation of the
 Leased Premises shall at all times be under the supervision and direction of an active,
 qualified, competent representative of Lessee, and Lessee shall identify its representative,
 and any successor, in writing to the City.


6. MAINTENANCE AND CONDITIONS OF USE OF PREMISES
 A. LESSEE shall maintain the PROPERTY in a manner which, in the sole discretion of the
 CITY, befits the appearance of the Church Street Marketplace. LESSEE is responsible for the
 maintenance of the inside and exterior of the PROPERTY; the CITY is responsible for
 maintenance at ground level around the PROPERTY.
 B. If failure to perform maintenance in the manner deemed appropriate by the CITY shall
 continue for thirty (30) days after written notice thereof, the CITY may contract with others
 for maintenance of the PROPERTY. In such event, LESSEE shall be responsible for all such
 costs.
 C. LESSEE shall repair any damage to the PROPERTY
 D. caused by or arising from operation of its business. If LESSEE fails to make such
 repairs or replacements promptly, the CITY may, at its option, make such repairs or
 replacements, and LESSEE shall repay the cost(s) thereof. In case of damage by
 fire or other elements, or other causes beyond the control of LESSEE, such as to




 Page 32 of 104
 make the PROPERTY untenable or substantially unfit for use by LESSEE, if the
 cost of repair or reconstruction exceeds the extent of insurance proceeds, then
 LESSEE may terminate this Lease Agreement upon reasonable notice to the CITY. The
 CITY shall not be liable to LESSEE for losses due to theft, burglary, or other casualty,
 or for damages done by persons on the PROPERTY.
  E. LESSEE shall be responsible for cleaning the PROPERTY including but not limited to
 window washing. Window washing shall occur bi- weekly.
  F. LESSEE shall be responsible for all graffiti removal on the exterior of the PROPERTY.
  G. LESSEE shall be responsible for all trash removal and will not use Church Street
 Marketplace litter receptacles for disposal.
  H. LESSEE shall recycle all appropriate materials.
  I. LESSEE will, within its control, maintain a barrier-free walkway 9 ft. or more in width along
 the northern and western portions of the PORPERTY at all times; i.e. no inventory, stock,
 supplies, or signs, etc. will be allowed in such walkway.
  J. LESSEE at all times shall operate the business in an orderly manner. LESSEE shall not, with
 intent to cause public inconvenience or annoyance, engage in fighting or in violent,
 tumultuous behavior, make unreasonable noise, use abusive or obscene language, make an
 obscene gesture, obstruct vehicular or pedestrian traffic, or engage in any conduct which is
 proscribed by Chapter 19 of Title 13 of Vermont Statutes Annotated.


7. RENT


  Lessee shall, in accordance with the provisions of this section, pay the City rent and other
  amounts due hereunder in the amounts and using the methods set forth below:


  A. Leased Space Rent. Lessee shall pay the City rent for access and use of the Leased
 Premises at a rate of _______________ ($____.00) per month, which represents
 approximately $[____] per square foot per month for the 520 square feet of first floor rental
 space at 62 Church Street.


  B. Time for Payment. Lessee shall make the rental payment due under this §6 on or before
 the first day of each calendar month during the term of this Lease. Payment shall be made
 to:


 Church Street Marketplace Office, 131 Church Street, Suite 209, Burlington, Vermont
 05401.


  C. Electronic Payment. The City shall have the right, on not less than thirty (30) days prior
 written notice to Lessee (the “Electronic Payment Notice”), to require Lessee to make
 subsequent payments of monthly rent, any additional back rent, and other monies due
 pursuant to the terms of this Lease by means of electronic funds transfer determined by the
 City in its sole and absolute discretion (the “Electronic Payment”). The Electronic Payment
 Notice shall set forth the proper bank ABA number, account number and designation of




 Page 33 of 104
 the account to which such Electronic Payment shall be made. Lessee shall promptly notify
 the City in writing of any additional information that will be required to establish and
 maintain Electronic Payment from Lessee’s bank or financial institution. The City shall
 have the right, after at least ten (10) days prior written notice to Lessee, to change the name
 of the depository for receipt of any Electronic Payment and to discontinue payment of any
 sum by Electronic Payment.”


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


8. CITY OBLIGATIONS


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


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


9. ENTRY OF LEASED PREMISES


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


  A. Inspection. To inspect the Leased Premises at reasonable intervals during regular business
 hours (or at any time in case of emergency) to determine whether Lessee has complied and
 is complying with the terms and conditions of this Lease. Lessee shall provide the Director
 of the Church Street Marketplace with serviceable keys to to the Property permit the
 exercise of the City’s rights hereunder; or


  B. Facilities. To perform essential maintenance, repair, relocation or removal of existing
 underground or overhead wires, pipes, drains, cables and conduits now located on or across
 the Leased Premises, and to construct, maintain, repair, relocate and remove such facilities
 in the future if necessary to carry out the master plan of development of the City provided,
 however, that said work shall in no event disrupt or unduly interfere with the operations of
 Lessee. Nothing herein shall be construed to impose upon the City any obligations to
 construct or maintain or to make repairs, replacements, alterations or additions, or shall
 create any liability for any failure to do so. Lessee is and shall be in exclusive possession




 Page 34 of 104
 of the Leased Premises and the City shall not, in any event, be liable for any damage to the
 premises or any property of Lessee or any other persons located in or thereupon, other than
 to repair or remedy such damage as may be occasioned by negligence of the City, its
 employees or agents.


10. TAXES AND ASSESSMENTS


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


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


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


12. INDEMNIFICATION & LIABILITY


  A. Indemnification. Lessee shall indemnify, defend, and hold harmless the City, its officers,




 Page 35 of 104
 agents and employees, including the City of Burlington Church Street Marketplace
 Commission their successors and assigns, individually or collectively, from and against all
 liability and any claims, suits, expenses, losses, judgments, proceedings, damages,
 expenses, demands, suits, costs (including costs of defense, reasonable attorney fees, and
 reasonable professional fees incurred in defense or incurred in enforcement of this
 indemnity), and causes of action, including but not limited to, claims arising out of or in
 connection to the following:



 1. This Lease;



 2. The Leased Premises;



 3. Actions on the Leased Premises;



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



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



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



 Lessee shall give prompt and timely notice to the City (and copying the Burlington City
 Attorney’s Office) of any claim made or suit instituted which, in any way, directly or
 indirectly, contingently or otherwise, affects or may affect the City, the Leased Premises,
 or the Church Street Marketplace


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


B. Liability. The City shall not be liable to the Lessee, any assignees claiming by, through,




 Page 36 of 104
 or under Lessee, any subtenants claiming, by, through, or under Lessee, and any of their
 respective agents, contractors, employees, and invitees, for any injury to or death of any
 person or persons or the damage to or theft, destruction, loss, or loss of use of any property
 or inconvenience (collectively and individually a “loss”) caused by casualty, theft, fire,
 third parties, repair, or failure to repair, or alteration of any part of this building, or any
 other cause, unless due to the negligence or willful misconduct of any indemnified party,
 in whole or in part.


13. HAZARDOUS WASTES


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


  B. Hold Harmless. Without any limitation to Lessee’s indemnification and defense
 obligations hereunder, Lessee shall indemnify, defend, and hold harmless the City, its
 officers, and employees from and against all loss, cost and expense (including, without
 limitation, attorney fees) of whatever nature suffered or incurred by the City on account of
 the existence, release, or discharge of Hazardous Substances on or from the Leased
 Premises including, without limitation, any claims, costs, losses, liabilities, and expenses
 arising from the violation (or claimed violation) of any environmental laws or the
 institution of any action by any party against the City or the Leased Premises based upon
 nuisance, negligence or other tort theory alleging liability due to the improper generation,
 storage, disposal, removal, transportation or treatment of Hazardous Substances or the
 imposition of a lien on any part of the Leased Premises under the Comprehensive
 Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. Section 9601,
 et seq., as amended (“CERCLA”), or any other laws pursuant to which a lien may be
 imposed due to the existence of Hazardous Substances. Lessee further unconditionally,
 absolutely, and irrevocably guarantees the payment of any fees and expenses incurred by
 the City in enforcing or seeking enforcement of the liability of Lessee under this
 indemnification.


14. WARRANTIES AND REPRESENTATIONS


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


  B. Regarding Legal Authority. Lessee warrants that it possesses the legal authority to enter




 Page 37 of 104
 into this Lease and that it has taken all actions required by its procedures, by-laws, and/or
 applicable laws to exercise that authority, and to lawfully authorize its undersigned
 signatory to execute this Lease and to bind Lessee to its terms. The person signing and
 executing this Lease on behalf of Lessee hereby represents, warrants, and, guarantees that
 they have full authorization to do so. If requested by the City, Lessee shall provide the City
 with proof of Lessee’s authority to enter into this Lease within 15 days of receiving such a
 request.


1. CASUALTY


 2. If the Leased Premises are damaged by fire, flood, or another casualty, either Party may
 terminate this Lease within 30 days of the date the terminating Party becomes aware of such
 occurrence if, in the opinion of the terminating Party, the Leased Premises have been so
 damaged as to render them wholly or partially untenantable or unfit for the Lessee’s purposes.
 If so elected, the terminating Party shall give the other Party written notice to the City and
 termination shall be effective 30 days from the date of mailing of the notice of termination.


 If the Parties elect not to terminate this Lease, the City shall reasonably estimate the time,
 restoration work, and commencement date that the City reasonably anticipates is required for
 the performance of restoration work. Lessee’s obligation to pay rent shall equitably and
 proportionately abate with respect to the damaged portion of the Leased Premises from the
 date of damage until restoration is sufficiently complete to enable Lessee to recommence its
 use and occupancy of the Leased Premises for the purposes set forth in this Lease.


3. TITLE TO IMPROVEMENTS


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


4. TERMINATION


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


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




 Page 38 of 104
B. Termination by the City.


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


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


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


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


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


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


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




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 (iv) Rights and Remedies Not Exclusive. The rights and remedies of the City provided in
 this section shall not be exclusive and are in addition to any other rights and remedies
 provided by law or under this Contract.


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


 (i) Injunction. The issuance by any court of competent jurisdiction of an injunction,
 order, or decree preventing or restraining the use by Lessee of all or any substantial
 part of the Leased Premises or preventing or restraining the use of the Kiosk for usual
 Church Street Marketplace purposes in its entirety, or the use of any part thereof which
 may be used by Lessee and which is necessary for Lessee's operations on the Kiosk
 which remains in force, unvacated or unstayed for a period of at least sixty (60) days.


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


15. CONDITION ON TERMINATION


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


16. LIENS


  Lessee shall cause to be removed any and all mechanic’s or materialman’s liens of any nature
  arising out of or because of any construction performed by Lessee upon the Leased Premises
  or arising out of or because of the performance of any work or labor upon or the furnishing of
  any materials for use at the Leased Premises, by or at the direction of Lessee within a
  reasonable time not to exceed six (6) months from the completion of any such construction.


17. HOLDING OVER


  In the event Lessee shall hold over and remain in possession of the Leased Premises after




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  cancellation or termination of this Lease, such holding over shall not be deemed to operate as
  a renewal or extension of this Lease, but rather shall only create a tenancy from month-to-
  month which the City may terminate at any time upon thirty (30) days’ advance written notice.


18. FORCE MAJEURE


  Neither Party shall be deemed to have breached this Lease if it is prevented from performing
  any of its obligations hereunder by reason of acts of God, acts of the public enemy, acts of
  superior governmental authority, weather conditions, riots, rebellion, sabotage, or any other
  circumstances for which it is not responsible or which is not under its control, and the Party
  experiencing force majeure gives written notice to the other party identifying the nature of such
  force majeure, and when it began. The Party experiencing force majeure shall take immediate
  action to attempt to remove such causes of force majeure as may occur from time to time and
  its operations under this Lease shall be resumed immediately after such cause has been
  removed, provided that neither Party shall be required to settle any labor dispute except upon
  terms that the Party deems acceptable. The suspension of any obligations under this section
  shall not cause the term of this Lease to be extended and shall not affect any rights accrued
  under this Lease prior to the occurrence of the force majeure. The Party giving notice of the
  force majeure shall also give notice of its cessation.


19. PUBLIC EMERGENCIES
  Lessee must comply with all local, state, federal orders, directives, regulations, guidance,
  advisories during public emergencies. Public emergencies include, but are not limited to,
  national, state and local security emergencies; public health emergencies and pandemics;
  evacuations; chemical spills; shelter-in-place alerts; severe weather advisories; boil water
  advisories; and roadway interruptions. A Lessee’s failure to comply with any local, state,
  federal orders, directives, regulations, guidance, or advisories during a public emergency shall
  constitute a breach of the Lease pursuant to Section 17 (Termination). The City shall have sole
  discretion in determining if Lessee is compliant with the above. If a public emergency is
  declared, the City will not be responsible for any expenses or losses incurred as a result of any
  public emergency.


20. DISPUTE RESOLUTION


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


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




 Page 41 of 104
21. NOTICES AND REPRESENTATIVES


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


For the City: Samantha McGinnis
 131 Church Street, Suite 209 Burlington, VT 05401
 802.735.5572
 Smcginnis@burlingtonvt.gov


For Lessee:


22. GENERAL CIVIL RIGHTS PROVISIONS

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


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


 COMPLIANCE WITH NONDISCRIMINATION REQUIREMENTS

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

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




 Page 42 of 104
 C. Nondiscrimination: The Lessee, with regard to the work performed by it during the
 contract, will not discriminate on the grounds of race, color, or national origin in the
 selection and retention of subcontractors, including procurements of materials and
 leases of equipment. The Lessee will not participate directly or indirectly in the
 discrimination prohibited by the Nondiscrimination Acts and Authorities, including
 employment practices when the contract covers any activity, project, or program set
 forth in Appendix B of 49 CFR part 21.

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

E. FEDERAL CIVIL RIGHTS PROVISION

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

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


  B. In all solicitations, either by competitive bidding, or negotiation made by Lessee for work
  to be performed under a subcontract, including procurements of materials, or leases of
  equipment, each potential subcontractor or supplier shall be notified by Lessee of Lessee’s
  obligations under this Agreement and the Nondiscrimination Acts and Authorities.


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


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




 Page 43 of 104
• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
 discrimination on the basis of race, color, national origin);

• 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of
 Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);

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

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

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

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

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


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

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




 Page 44 of 104
  • Title IX of the Education Amendments of 1972, as amended, which prohibits you from
 discriminating because of sex in education programs or activities (20 USC 1681 et seq).


G. LIVABLE WAGE


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


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


H. MORTGAGES


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


I. ESTOPPEL CERTIFICATE


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


J. BROKER COMMISSIONS


  The City shall have no obligation to pay any real estate commissions to any agents or brokers
  claiming by or through Lessee, and without prejudice to Lessee’s general indemnification and
  defense obligation hereunder, Lessee agrees to indemnify and hold harmless the City for all




 Page 45 of 104
  claims or demands of any other real estate agent or broker claiming by, through, or under
  Lessee. This indemnification shall also include payment of costs and attorney fees incurred by
  the City in defense of a claim for such real estate commissions or fees.


K. GENERAL PROVISIONS


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


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


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


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


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


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


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


  H. Interpretation. The language in all parts of this Lease shall in all cases be construed
 simply according to its fair meaning and not strictly construed against the City. This Lease
 shall be construed and performance thereof shall be determined in accordance with the
 laws of the State of Vermont.




 Page 46 of 104
I. Severability. Provided this Lease can be executed and performance of the obligations of
 the Parties accomplished within its intent, the provisions hereof are severable, and any
 provision that is declared invalid or becomes inoperable for any reason shall not affect the
 validity of any other provision hereof.


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


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


L. Waiver. No acceptance by the City of rentals, fees, charges or other payments in whole
 or in part, for any period or periods after a default of any of the terms, covenants, and
 conditions hereof, to be performed, kept or observed by Lessee, shall be deemed a waiver
 of any right on the part of the City to terminate this Lease. A waiver by the City of any
 breach of a term, provision, or requirement of this Lease or any right or remedy hereunder,
 whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver
 of any subsequent breach of such term, provision or requirement, or of any other term,
 provision, or requirement.


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


N. Illegal Substance. Lessee, Lessee’s employees, and Lessee’s patrons are prohibited from
 possessing, using, transporting, cultivating, selling, growing, or donating any substance
 prohibited under local, state, or federal law, including but not limited to marijuana.


O. Attorneys’ Fees. In case of any dispute arising from this Agreement, the prevailing party




 Page 47 of 104
 shall be entitled to reasonable attorneys’ fees and costs.


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


L. ATTACHMENTS


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



  A. Attachment A: Leased Premises Description and Map



  B. Attachment B: Insurance Requirements



  C. Attachment C: Certificate of Insurance




 — Signature Pages to Follow —




 Page 48 of 104
 Attachment D:
 Burlington Standard Contract Conditions

1. DEFINITIONS:
 A. The “Contract” shall mean the Contract between Contractor and the City to which these
 conditions apply and includes this Attachment C.
 B. The “Contractor” shall mean _______.
 C. The “City” shall mean the City of Burlington, Vermont or any of its departments.
 D. The “Effective Date” shall mean the date on which the Contract becomes effective
 according to its terms, or if no effective date is stated, the date that all parties to it have
 signed.
 E. The “Parties” shall mean the parties to this Contract.
 F. The “Work” shall mean the services being provided by the Contractor, as provided in
 the Contract.


2. REGISTRATION: The Contractor agrees to be registered with the Vermont Secretary of
 State’s office as a business entity doing business in the State of Vermont at all times this
 Contract is effective. This registration must be complete prior to Contract execution.

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

4. CONFLICT OF INTEREST: The Contractor shall disclose in writing to the City any actual
 or potential conflicts of interest or any appearance of a conflict of interest by the Contractor,
 its employees or agents, or its sub-contractors, if any.
5. PLANS, RECORDS, AND AVAILABLE DATA: The City agrees to make available, at no
 charge, for the Contractor’s use all available data related to the Contract including any
 preliminary plans, maps, drawings, photographs, reports, traffic data, calculations, EDM,
 valuable papers, topographic survey, utility location plats, or any other pertinent public
 records.

6. PERSONNEL REQUIREMENTS AND CONDITIONS: The Contractor shall employ only
 qualified personnel with appropriate and valid licensure, to the extent a license is required for
 the work performed. The City shall have the right to approve or disapprove key personnel
 assigned to administer activities related to the Contract.


 Except with the approval of the City, during the life of the Contract, the Contractor shall not
 employ:




 Page 49 of 104
 1. Any City employees who are directly involved with the awarding, administration,
 monitoring, or performance of the Contract or any project(s) that are the subjects
 of the Contract.

 2. Any person so involved within one (1) year of termination of employment with the
 City.

 The Contractor warrants that no company or person has been employed or retained, other than
 a bona fide employee working solely for the Contractor, to solicit or secure this Contract, and
 that no company or person has been paid or has a contract with the Contractor to be paid, other
 than a bona fide employee working solely for the Contractor, any fee, commission, percentage,
 brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or
 making of the Contract. For breach or violation of this warranty, the City shall have the right
 to annul the Contract, without liability to the City, and to regain all costs incurred by the City
 in the performance of the Contract.

 The City reserves the right to require removal of any person employed by a Contractor, from
 work related to the Contract, for misconduct, incompetence, or negligence as determined by
 the City, in the due and proper performance of Contractor’s duties, or for neglecting or refusing
 to comply with the requirements of the Contract.

7. PERFORMANCE: Contractor warrants that performance of Work will conform to the
 requirements of this Contract. Contractor shall use that degree of ordinary care and reasonable
 diligence that an experienced and qualified provider of similar services would use acting in
 like circumstances and experience in such matters and in accordance with the standards,
 practices and procedures established by Contractor for its own business.

8. DESIGN STANDARDS: Unless otherwise specifically provided for in the Contract, or
 directed in writing, Contractor services, studies or designs, that include or make reference to
 plans, specifications, special provisions, computations, estimates, or other data shall be in
 conformance with applicable City, state, and federal specifications, manuals, codes or
 regulations, including supplements to or revisions thereof, adopted prior to or during the
 duration of this Contract. In case of any conflict with the guidelines referenced, the Contractor
 is responsible to identify and follow any course of direction provided by the City.

9. RESPONSIBILITY FOR SUPERVISION: The Contractor shall assume primary
 responsibility for general supervision of Contractor employees and their sub-Contractors for all
 work performed under the Contract and shall be solely responsible for all procedures, methods
 of analysis, interpretation, conclusions and contents of work performed under the Contract. The
 Contractor shall be responsible to the City for all acts or omissions of its sub-contractors and any
 other person performing work under this Contract.




 Page 50 of 104
10. UTILITIES: Whenever a facility or component of a private, public, or cooperatively-owned
 utility will be affected by any proposed construction, the Contractor will counsel with the City,
 plus achieve any necessary contacts and discussions with the affected owners, regarding any
 requirement necessary for revisions of facilities or existing installations, both above and below
 ground. Any such installations must be completely and accurately exhibited on any detail sheets
 or plans. The Contractor shall inform the City, in writing, of any such contacts and the results
 thereof.

11. INSPECTION OF WORK: The City shall, at all times, have access to the Contractor’s work
 for the purposes of inspection, accounting, and auditing, and the Contractor shall provide
 whatever access is considered necessary to accomplish such inspections. At any time, the
 Contractor shall permit the City or representative for the City the opportunity to inspect any
 plans, drawings, estimates, specifications, or other materials prepared or undertaken by the
 Contractor pursuant to the Contract, as well as any preparatory work, work-in-progress, or
 completed work at a field site, where applicable.

 Conferences, visits to a site, or an inspection of the work, may be held at the request of any
 involved party or by representatives of the City.


12. REVIEWS AND ACCEPTANCES: All preliminary and detailed designs, plans,
 specifications, estimates or other documents prepared by the Contractor, shall be subject to
 review and endorsement by the City.

 Approval for any inspections or sequences of progress of work shall be documented by letters,
 memoranda or other appropriate written means.

 A frequency for formal reviews shall be set forth in the Contract. Informal reviews, conducted
 by the City will be performed as deemed necessary. The Contractor shall respond to all official
 comments regardless of their source. The Contractor shall supply the City with written copies
 of all correspondence relating to formal and informal reviews.

 No acceptance shall relieve a Contractor of their professional obligation to correct any defects
 or errors in their work at their own expense.

13. PUBLIC RELATIONS: Whenever it is necessary to perform work in the field, particularly
 with respect to reconnaissance, the Contractor will endeavor to maintain good relations with the
 public and any affected property owners. Personnel employed by or representing the Contractor
 shall conduct themselves with propriety. The Contractor agrees to inform property owners
 and/or tenants, in a timely manner, if there is need for entering upon private property as an agent
 of the City, in accordance with 19 V.S.A. § 35 and §.503, to accomplish the work under the




 Page 51 of 104
 Contract. The Contractor agrees that any work will be done with minimum damage to the land
 and disturbance to the owner. Upon request of the Contractor, the City shall furnish a letter of
 introduction to property owners soliciting their cooperation and explaining that the Contractor is
 acting as an agent of the City.

14. ACKNOWLEDGEMENTS: Acknowledgment of the City’s support must be included in any
 and all publications, renderings and project publicity, including audio/visual materials
 developed under this Contract.

15. APPEARANCES:


 A. Hearings and Conferences: The Contractor shall provide services required by the City and
 necessary for furtherance of any work covered under the Contract. These services shall
 include appropriate representation at design conferences, public gatherings and hearings,
 and appearances before any legislative body, commission, board, or court, to justify,
 explain and defend its contractual services covered under the Contract.

 The Contractor shall perform any liaison that the City deems necessary for the furtherance
 of the work and participate in conferences with the City, at any reasonable time, concerning
 interpretation and evaluation of all aspects covered under the Contract.

 The Contractor further agrees to participate in meetings with the City and any other
 interested or affected participant, for the purpose of review or resolution of any conflicts
 pertaining to the Contract.

 The Contractor shall be equitably paid for such services and for any reasonable expenses
 incurred in relation thereto in accordance with the Contract.


 B. Appearance as Witness: If and when required by the City, the Contractor, or an appropriate
 representative, shall prepare and appear for any litigation concerning any relevant project
 or related contract, on behalf of the City. The Contractor shall be equitably paid, to the
 extent permitted by law, for such services and for any reasonable expenses incurred in
 relation thereto, in accordance with the Contract.


16. PAYMENT PROCEDURES: The City shall pay, or cause to be paid, to the Contractor or the
 Contractor’s legal representative payments in accordance with the Contract. All payments will
 be made in reliance upon the accuracy of all representations made by the Contractor, whether
 in invoices, progress reports, emails, or other proof of work. When applicable, for the type of
 payment specified in the Contract, the progress report shall summarize actual costs and any
 earned portion of fixed fee.




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 All invoices and correspondence shall indicate the applicable project name, project number
 and the Contract number. When relevant, the invoice shall further be broken down in detail
 between projects.

 When applicable, for the type of payment specified in the Contract, expenses for meals and
 travel shall be limited to the current approved in-state rates, as determined by the State of
 Vermont’s labor contract, and need not be receipted. All other expenses are subject to approval
 by the City and must be accompanied with documentation to substantiate their charges.

 No approval given or payment made under the Contract, shall be conclusive evidence of the
 performance of the Contract, either wholly or in part thereof, and no payment shall be
 construed to be acceptance of defective work or improper materials.

 The City agrees to pay the Contractor and the Contractor agrees to accept, as full compensation,
 for performance of all services rendered and expenses incurred, the fee specified in the
 Contract.

 Upon completion of all services covered under the Contract and payment of the agreed upon
 fee, the Contract with its mutual obligations shall end.


17. DUTY TO INFORM CITY OF CONTRACT DOCUMENT ERRORS: If Contractor
 knows, or has reasonable cause to believe, that a clearly identifiable error or omission exists in
 the Contract Documents, including but not limited to unit prices and rate calculations,
 Contractor shall immediately give the City written notice thereof. Contractor shall not cause
 or permit any Work to be conducted which may relate to the error or omission without first
 receiving written notice by the City that City representatives understand the possible error or
 omission and have approved of modifications to the Contract Documents or that Contractor
 may proceed without any modification being made to Contract Documents.

18. NON-APPROPRIATION: The obligations of the City under this Contract are subject to
 annual appropriation by the Burlington City Council. If no funds or insufficient funds are
 appropriated or budgeted to support continuation of payments due under this Contract, the
 Contract shall terminate automatically on the first day of the fiscal year for which funds have
 not been appropriated. The Parties understand and agree that the obligations of the City to
 make payments under this Contract shall constitute a current expense of the City and shall not
 be construed to be a debt or a pledge of the credit of the City. The decision whether or not to
 budget and appropriate funds during each fiscal year of the City is within the discretion of the
 Mayor and City Council of the City. The City shall deliver written notice to Contractor as soon
 as practicable of any non-appropriation, and Contract Contractor shall not be entitled to any




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 payment or compensation of any kind for work performed after the City has delivered written
 notice of non-appropriation.


19. CHANGES AND AMENDMENTS: No changes or amendments to the Work of the Contract
 shall be effective unless documented in writing and signed by authorized representatives of the
 City and the Contractor.


20. EXTENSION OF TIME: The Contractor agrees to prosecute the work continuously and
 diligently and no charges or claims for damages shall be made by the Contractor for delays or
 hindrances, from any cause whatsoever, during the progress of any portion of services specified
 in the Contract. Such delays or hindrances, if any, may be compensated for by an extension
 of time for such reasonable period as the City may decide. Time extensions shall be granted
 by amendment, only for excusable delays, such as delays beyond the control of the Contractor
 and without the fault or negligence of the Contractor.

21. PUBLIC HEALTH EMERGENCY:


 A. Compliance with Mandates and Guidance: The Contractor is advised that public health
 emergencies—meaning public health emergencies, as declared by the City, the State of
 Vermont, or the Federal Government—may introduce significant uncertainty into the
 project. The Contractor must comply with all local, state, federal orders, directives,
 regulations, guidance, advisories during a public health emergency. Contractor shall
 adhere to the below provisions and consider public health emergencies as it develops
 project schedules and advances the Work.

 B. Creation of Public Health Emergency Plan: For any work performed on-site at a City
 location, the Contractor shall create a public health emergency plan acceptable to the City.
 The Contractor shall be responsible for following this plan and ensuring that the project or
 site is stable and in a safe and maintainable condition.
 a. Public Health Emergency Plan: The Public Health Emergency Plan will contain:
 i. Measures to manage risk and mitigate potential impacts to the health and
 safety of the public, the City and Contractor’s workers;
 ii. Explicit reference to any health and safety performance standards and
 mandates provided by the City, the State of Vermont, the Federal
 government, or other relevant governmental entities;
 iii. A schedule for possible updates to the plan as standards and mandates
 change; and
 iv. Means to adjust the schedule and sequence of work should the emergency
 change in nature or duration.
 b. Review and Acceptance of Plan:




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 i. Contractor must provide the plan to the City by the Effective Date of this
 Contract or by one (1) week prior to the commencement of on-site activities,
 whichever is later.
 ii. The City shall have sole discretion to require changes to the plan.
 iii. The City may revisit the plan at any time to verify compliance with
 obligations that arise under a state of emergency.

 C. Enforcement & Stoppage of Work: Contractor fails to comply with either 1) the approved
 public health emergency plan, or 2) any local, state, federal orders, directives, regulations,
 guidance, or advisories during a public health emergency, the City may stop Work under
 the Contract until such failure is corrected. Such failure to comply shall constitute a breach
 of the Contract.


 Upon stoppage of work, the City may allow Work to resume, at a time determined by the
 City, under this Contract if such failure to comply is adequately corrected. The City shall
 have sole discretion in determining if Contractor has adequately corrected its failure to
 comply with the above.

 If Contractor’s breach of Contract has not been cured within seven (7) days after notice to
 stop Work from the City, then City may terminate this Contract, at its discretion.

 D. City Liability Relating to Potential Delays: If a public health emergency is declared, the
 City will not be responsible for any delays related to the sequence of operations or any
 expenses or losses incurred as a result of any delays. Any delays related to a public health
 emergency will be excusable, but will not be compensable.

22. FORCE MAJEURE: Neither Party to this Contract shall be liable to the other for any failure
 or delay of performance of any obligation under this Contract to the extent the failure or delay
 is caused by acts of God, public health emergencies, epidemics, acts of the public enemy, acts
 of superior governmental authority, weather conditions, riots, rebellion, sabotage, or any other
 circumstances for which it is not responsible or which is not under its control (“Force
 Majeure”). To assert Force Majeure, the nonperforming party must prove that a) it made all
 reasonable efforts to remove, eliminate, or minimize the cause of delay or damage, b) diligently
 pursued performance of its obligations, c) substantially fulfilled all obligations that could be
 fulfilled, and d) timely notified the other part of the likelihood or actual occurrence of a Force
 Majeure event. If any such causes for delay are of such magnitude as to prevent the complete
 performance of the Contract within two (2) years of the originally scheduled completion date,
 either Party may by written notice request to amend or terminate the Contract. The suspension
 of any obligations under this section shall not cause the term of this Contract to be extended
 and shall not affect any rights accrued under this Contract prior to the occurrence of the Force
 Majeure. The Party giving notice of the Force Majeure shall also give notice of its cessation.




 Page 55 of 104
23. PAYMENT FOR EXTRA WORK, ADDITIONAL SERVICES OR CHANGES: The City
 may, in writing, and without invalidating the Contract, require changes resulting from revision
 or abandonment of work already performed by the Contractor or changes in the scope of work.

 The value of such changes, to the extent not reflected in other payments to the Contractor, shall
 be incorporated in an amendment and be determined by mutual agreement. Any adjustments
 of this nature shall be executed under the appropriate fee established in the Contract, based on
 the adjusted quantity of work.

 No changes for which additional fee payment is claimed shall be made unless pursuant to a
 written order from the City, and no claim for payment shall be valid unless so ordered.

 The Contractor agrees to maintain complete and accurate records, in a form satisfactory to the
 City for all time devoted directly to same by Contractor employees. The City reserves the right
 to audit the records of the Contractor related to any extra work or additional services. Any
 such services rendered shall be subject, in all other respects, to the terms of the Contract. When
 changes are so ordered, no additional work shall be performed by the Contractor until a
 Contract amendment has been fully executed, unless written notice to proceed is issued by the
 City. Any claim for extension of time that may be necessitated as a result of extra work or
 additional services and changes shall be given consideration and evaluated insofar as it directly
 relates to the change.


24. FAILURE TO COMPLY WITH TIME SCHEDULE: If the City is dissatisfied because of
 slow progress or incompetence in the performance of the Work in accordance with the schedule
 for completion of the various aspects of construction, the City shall give the Contractor written
 notice in which the City shall specify in detail the cause of dissatisfaction. Should the
 Contractor fail or refuse to remedy the matters complained of within five days after the written
 notice is received by the Contractor, the City shall have the right to take control of the Work
 and either make good the deficiencies of the Contractor itself or direct the activities of the
 Contractor in doing so, employing such additional help as the City deems advisable. In such
 events, the City shall be entitled to collect from the Contractor any expenses in completing the
 Work. In addition, the City may withhold from the amount payable to the Contractor an
 amount approximately equal to any interest lost or charges incurred by the City for each
 calendar day that the Contractor is in default after the time of completion stipulated in the
 Contract Documents.

25. RETURN OF MATERIALS: Contractor agrees that at the expiration or termination of this
 Contract, it shall return to City all materials provided to it during its engagement on behalf of
 City.




 Page 56 of 104
26. ACCEPTANCE OF FINAL PAYMENT; RELEASE: Contractor’s acceptance of the final
 payment shall be a release in full of all claims against the City or its agents arising out of or by
 reason of the Work. Any payment, however, final or otherwise, shall not release the Contractor
 or their sureties from any obligations under the Contract Documents or any performance or
 payment bond.

27. OWNERSHIP OF THE WORK: The Contractor agrees that the ownership of all studies,
 data sheets, survey notes, subsoil information, drawings, tracings, estimates, specifications,
 proposals, diagrams, calculations, EDM and other material prepared or collected by the
 Contractor, hereafter referred to as "instruments of professional service", shall become the
 property of the City as they are prepared and/or developed during execution of the Contract.
 The Contractor agrees to allow the City access to all “instruments of professional service” at
 any time. The Contractor shall not copyright any material originating under the Contract
 without prior written approval of the City. No publications or publicity of the work, in part or
 in total, shall be made without the express written agreement of the City, except that Contractor
 may in general terms use previously developed instruments of professional service to describe
 its abilities for a project in promotional materials.

28. PROPRIETARY RIGHTS: The Parties under the Contract hereby mutually agree that, if
 patentable discoveries or inventions should result from work performed by the Contractors
 under the Contract, all rights accruing from such discoveries or inventions shall be the sole
 property of the Contractor. The Contractor, however, agrees to and does hereby grant to the
 City an irrevocable, nonexclusive, non-transferable, and royalty--free license to the
 manufacture, use, and disposition of any discovery or invention that may be developed as a
 part of the Work under the Contract.

29. PUBLIC RECORDS: The Contractor understands that any and all records related to and
 acquired by the City, whether electronic, paper, or otherwise recorded, are subject to the
 Vermont Public Records Act and that the determination of how those records must be handled
 is solely within the purview of City. The Contractor shall identify all records that it considers
 to be trade secrets as that term is defined by subsection 317(c)(9) of the Vermont Public
 Records Act and shall also identify all other records it considers to be exempt under the Act.
 It is not sufficient to merely state generally that the record is proprietary or a trade secret or is
 otherwise exempt. Particular records, pages or section which are believed to be exempt must
 be specifically identified as such and must be separated from other records with a convincing
 explanation and rationale sufficient to justify each exemption from release consistent with
 Section 317 of Title 1 of the Vermont Statutes Annotated.

30. RECORDS RETENTION AND ACCESS: The Contractor agrees to retain, in its files, and
 to produce to the City—within the time periods requested—all books, documents, Electronic
 Data Media (EDM), accounting records, and other records produced or acquired by the
 Contractor in the performance of this Contract which are related to the City, at any time during




 Page 57 of 104
 this Contract and for a period of at least three (3) years after its completion or termination. In
 addition, if any audit, claim, or litigation is commenced before the expiration of that three (3)
 year period, the records shall be retained until all related audits, claims, or litigation are
 resolved. The Contractor further agrees that the City shall have access to all the above
 information for the purpose of review and audit during the Contract period and anytime within
 the aforementioned retention period. Copies of all of the above referenced information shall
 be provided to the City, if requested, in the format in which the records were obtained, created,
 or maintained, such that their original use and purpose can be achieved. Contractor, sub-
 Contractors, or their representatives performing work related to the Contract, are responsible
 to ensure that all data and information created or stored on EDM is secure and can be duplicated
 and used if the EDM mechanism is subjected to power outage, obsolescence, or damage.

31. CONTRACT DISPUTES: In the event of a dispute between the parties to this Contract each
 party will continue to perform its obligations unless the Contract is terminated in accordance
 with these terms.

32. SETTLEMENTS OF MISUNDERSTANDINGS: Neither Party shall file any litigation
 arising from this Contract without first attempting in good faith to resolve the Parties’ dispute
 through negotiated settlement or mediation; provided, however, that any applicable statute of
 limitations shall toll during any period in which the Parties are actively and mutually engaged
 in dispute resolution; and provided further that nothing herein shall prevent either Party from
 seeking emergency relief in appropriate circumstances from a court of competent
 jurisdiction.
33. CITY'S OPTION TO TERMINATE: The Contract may be terminated in accordance with
 the following provisions, which are not exclusive:

 A. Termination for Convenience: At any time prior to completion of services specified under
 the Contract, the City may terminate the Contract for any reason by submitting written
 notice via certified or registered mail to the Contractor, not less than fifteen (15) days prior
 to the termination date, of its intention to do so. If the termination is for the City’s
 convenience, payment to the Contractor will be made promptly for the amount of any fees
 earned to the date of the notice of termination and costs of materials obtained in preparation
 for Work but not yet installed or delivered, less any payments previously made. However,
 if a notice of termination is given to a Contractor prior to completion of twenty (20) percent
 of the estimated services, as set forth in the approved Work Schedule and Progress Report,
 the Contractor will be reimbursed for that portion of any reasonable and necessary expenses
 incurred to date of the notice of termination that are in excess of the amount earned under
 its approved fee to the date of said termination. Such requests for reimbursement shall be
 supported with factual data and shall be subject to the City’s approval. The Contractor
 shall make no claim for additional compensation against the City by reason of such
 termination.




 Page 58 of 104
 B. Termination for Cause:

  i. Breach: Contractor shall be in default if Contractor fails in any manner to fully
 perform and carry out each and all conditions of this Contract, including, but not
 limited to, Contractor’s failure to begin or to prosecute the Work in a timely manner
 or to make progress as to endanger performance of this Contract; failure to supply a
 sufficient number of properly skilled employees or a sufficient quantity of materials
 of proper quality; failure to perform the Work unsatisfactorily as determined by the
 City; failure to neglect or refuse to remove materials; or in the event of a breach of
 warranty with respect to any materials, workmanship, or performance guaranty.
 Contractor will not be in default for any excusable delays as provided in Sections 19-
 21.

 The City may give Contractor written notice of such default. If Contractor does not
 cure such default or provide a plan to cure such default which is acceptable to the
 City within the time permitted by the City, then the City may terminate this contract
 for cause.


 ii. Proceedings for Relief of Debtors: If a federal or state proceeding for relief of debtors is
 undertaken by or against Contractor, or if Contractor makes an assignment for the benefit
 of creditors, then the City may immediately terminate this contract.

iii. Dishonest Conduct: If Contractor engages in any dishonest conduct related to the
 performance or administration of this Contract then the City may immediately terminate
 this contract.

iv. Cover: In the event the City terminates this contract as provided in this section, the City
 may procure, upon such terms and in such manner as the City may deem appropriate,
 services similar in scope and level of effort to those so terminated, and Contractor shall
 be liable to the City for all of its costs and damages, including, but not limited to, any
 excess costs for such services, interest, or other charges the City incurs to cover.
 v. Rights and Remedies Not Exclusive: The rights and remedies of the City provided in this
 section shall not be exclusive and are in addition to any other rights and remedies
 provided by law or under this Contract.

 34. GENERAL COMPLIANCE WITH LAWS: The Contractor and any sub-contractor
 approved under this Contract shall comply with all applicable Federal, State and local laws,
 including but not limited to the Burlington Livable Wage Ordinance, the Non-Outsourcing
 Ordinance, and the Union-Deterrence Ordinance and shall provide the required certifications
 attesting to compliance with these ordinances (see attached ordinances and certifications).

 Provisions of the Contract shall be interpreted and implemented in a manner consistent with
 each other and using procedures that will achieve the intent of both Parties. If, for any reason,




 Page 59 of 104
 a provision in the Contract is unenforceable or invalid, that provision shall be deemed severed
 from the Contract, and the remaining provisions shall be carried out with the same force and
 effect as if the severed provisions had never been a part of the Contract.

35. CIVIL RIGHTS AND EQUAL EMPLOYMENT OPPORTUNITY: During performance
 of the Contract, the Contractor will not discriminate against any employee or applicant for
 employment because of religious affiliation, race, color, national origin, place of birth,
 ancestry, age, sex, sexual orientation, gender identity, marital status, veteran status, disability,
 HIV positive status, crime victim status, or genetic information. Contractor, and any sub-
 contractors, shall comply with any Federal, State, or local law, statute, regulation, Executive
 Order, or rule that applies to it or the services to be provided under this contract concerning
 equal employment, fair employment practices, affirmative action, or prohibitions on
 discrimination or harassment in employment.

36. CHILD SUPPORT PAYMENTS: By signing the Contract, the Contractor certifies, as of the
 date of signing the Contract, that the Contractor (a) is not under an obligation to pay child
 support; or (b) is under such an obligation and is in good standing with respect to that
 obligation; or (c) has agreed to a payment plan with the Vermont Office of Child Support
 Services and is in full compliance with that plan. If the Contractor is a sole proprietorship, the
 Contractor’s statement applies only to the proprietor. If the Contractor is a partnership, the
 Contractor’s statement applies to all general partners with a permanent residence in Vermont.
 If the Contractor is a corporation, this provision does not apply.

37. TAX REQUIREMENTS: By signing the Contract, the Contractor certifies, as required by
 law under 32 VSA, Section 3113, that under the pains and penalties of perjury, that the
 Contractor is in good standing with respect to payment, or in full compliance with a plan to
 pay, any and all taxes due the State of Vermont as of the date of signature on the Contract.

38. NO GIFTS OR GRATUITIES: The Contractor shall not make any payment or gift or
 donation of substantial value to any elected official, officer, employee, or agent of the City
 during the term of this Contract.

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

40. TRANSFERS, SUBLETTING, ETC: The Contractor shall not assign, sublet, or transfer any
 interest in the work, covered by this Contract, without prior written consent of the City, and
 further, if any sub-contractor participates in any work involving additional services, the
 estimated extent and cost of the contemplated work must receive prior written consent of the




 Page 60 of 104
 City. The approval or consent to assign or sublet any portion of the work, shall in no way
 relieve the Contractor of responsibility for the performance of that portion of the work so
 transferred. The form of the sub-contractor’s contract shall be as developed by the Contractor
 and approved by the City. The Contractor shall ensure that insurance coverage exists for any
 operations to be performed by any sub-contractor as specified in the insurance requirements
 section of this Contract.

 The services of the Contractor, to be performed under the Contract, shall not be transferred
 without written authorization of the City. Any authorized sub-contracts shall contain all of the
 same provisions contained in and attached to the original Contract with the City.

41. CONTINUING OBLIGATIONS: The Contractor agrees that if because of death, disability,
 or other occurrences, it becomes impossible to effectively perform its services in compliance
 with the Contract, neither the Contractor nor its surviving members shall be relieved of their
 obligations to complete the Contract unless the City agrees to terminate the Contract because
 it determines that the Contractor is unable to satisfactorily execute the Contract.

42. INTERPRETATION & IMPLEMENTATION: Provisions of the Contract shall be
 interpreted and implemented in a manner consistent with each other and using procedures that
 will achieve the intent of both Parties.

43. ARM’S LENGTH: This Contract has been negotiated at arm’s length, and any ambiguity in
 any of its terms or provisions shall be interpreted in accordance with the intent of the Parties
 and not against or in favor of either the City or Contractor.

44. RELATIONSHIP: The Contractor is an independent contractor and shall act in an
 independent capacity and not as officers or employees of the City. To that end, the Contractor
 shall determine the method, details, and means of performing the work, but will comply with
 all legal requirements in doing so. The Contractor shall provide its own tools, materials, or
 equipment. The Parties agree that neither the Contractor nor its principal(s) or employees are
 entitled to any employee benefits from the City. Contractor understands and agrees that it and
 its principal(s) or employees have no right to claim any benefits under the Burlington
 Employee Retirement System, the City’s worker’s compensation benefits, health insurance,
 dental insurance, life insurance, or any other employee benefit plan offered by the City. The
 Contractor agrees to execute any certifications or other documents and provide any certificates
 of insurance required by the City and understands that this Contract is conditioned on its doing
 so, if requested.

 The Contractor understands and agrees that it is responsible for the payment of all taxes on the
 above sums and that the City will not withhold or pay for Social Security, Medicare, or other
 taxes or benefits or be responsible for any unemployment benefits.




 Page 61 of 104
45. CHOICE OF LAW: Vermont law, and rules and regulations issued pursuant thereto, shall be
 applied in the interpretation, execution, and enforcement of this Contract, notwithstanding
 conflicts of law principles. Any provision included or incorporated herein by reference which
 conflicts with said laws, rules, and regulations shall be null and void. Any provision rendered
 null and void by operation of this provision shall not invalidate the remainder of this Contract
 to the extent capable of execution.

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

47. BINDING EFFECT AND CONTINUITY: This Contract shall be binding upon and shall
 inure to the benefit of the Parties, their’ respective heirs, successors, representatives, and
 assigns. If a dispute arises between the Parties, each Party will continue to perform its
 obligations under this Contract during the resolution of the dispute, until the Contract is
 terminated in accordance with its terms.

48. SEVERABILITY: The invalidity or unenforceability of any provision of this Contract, shall
 not affect the validity or enforceability of any other provision, which shall remain in full force
 and effect, provided that the Parties can continue to perform their obligations under this
 Contract in accordance with the intent of this Contract.

49. ENTIRE CONTRACT & AGREEMENT: This Contract constitutes the entire Contract,
 agreement, and understanding of the Parties with respect to the subject matter of this Contract.
 Prior or contemporaneous additions, deletions, or other changes to this Contract shall not have
 any force or effect whatsoever, unless embodied herein.

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

51. NO THIRD PARTY BENEFICIARIES: This Contract does not and is not intended to confer
 any rights or remedies upon any person or entity other than the Parties. Enforcement of this
 Contract and all rights and obligations hereunder are reserved solely to the Parties. Any
 services or benefits which third parties receive as a result of this Contract are incidental to this
 Contract, and do not create any rights for such third parties.

52. WAIVER: Notwithstanding the passage of time, a Party’s failure or delay in exercising any
 right, power, or privilege under this Contract, whether explicit or by lack of
 enforcement,shall not operate as a waiver, nor shall any single or partial exercise of any right,
 power, or privilege preclude any other or further exercise of such right, power, or privilege.



 Page 62 of 104
 Attachment E:
 Standard Insurance Conditions & Indemnification


INSURANCE: Prior to beginning any work, the Contractor shall obtain the following insurance
coverage from an insurance company registered and licensed to do business in the State
of Vermont and having an A.M. Best insurance rating of at least A-, financial size category
VII or greater (www.ambest.com). The certificate of insurance coverage shall be documented on
forms acceptable to the City. Compliance with minimum limits and coverage, evidenced by a
certificate of insurance showing policies and carriers that are acceptable to the City, must be
received prior to the Effective Date of the Contract. If this Contract extends to more than one
year, evidence of continuing coverage must be submitted to the City on an annual basis. Copies
of any insurance policies may be required.

The Contractor is responsible to verify and confirm in writing to the City that: (i) all
subcontractors must comply with the same insurance requirements as the Contractor; (ii) all work
activities related




 Page 63 of 104
to the Contract shall meet minimum coverage and limits; and (iii) all coverage shall include
adequate protection for activities involving hazardous materials.

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

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

 1. Premises Operations
 2. Independent Contractors’ Protective
 3. Products and Completed Operations
 4. Personal Injury Liability
 5. Medical Expenses

 Coverage limits shall not be less than:

 1. General Aggregate $2,000,000
 2. Products-Completed/Operations $2,000,000
 3. Personal & Advertising Injury $1,000,000
 4. Each Occurrence $1,000,000
 5. Damage to Rented Premises $ 250,000
 6. Med. Expense (Any one person) $ 5,000

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

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

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

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




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 C. Professional Liability/Errors & Omissions:

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

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


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

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

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

 D. Umbrella/Excess Liability:

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


All policies shall be endorsed to provide the City thirty (30) days’ notice of cancellation. Each
policy (except workers compensation/employers’ liability and errors & omissions/professional
liability) shall be endorsed to name the City and its officers, employees, agents, successors, and
assigns as additional insureds on a primary, non-contributory basis. Each policy (except errors &
omissions/professional liability) shall be endorsed to waive subrogation against the City.
Contractor’s general liability, pollution, and umbrella policies provide additional insured coverage
for both premises and completed operations using endorsements CG 20 10 and CG 20 37 or their
equivalents for a period of three years.

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




 Page 65 of 104
any subcontract for work under this Contract requires the subcontractor to satisfy the same
indemnification and defense obligations in favor of the Indemnitees.




 Page 66 of 104
 Attachment F:
Burlington Livable Wage Ordinance Certification




 Page 67 of 104
 Attachment G:
Burlington Union Deterrence Ordinance Certification




 Page 68 of 104
 ARTICLE VI. LIVABLE WAGES1

21-80 Findings and purpose.

In enacting this article, the city council states the following findings and purposes:


 (a) Income from full-time work should be sufficient to meet an individual’s basic needs;


 (b) The City of Burlington is committed to ensuring that its employees have an opportunity for a decent

 quality of life and are compensated such that they are not dependent on public assistance to meet their

 basic needs;


 (c) The City of Burlington is committed, through its contracts with vendors and provision of financial

 assistance, to encourage the private sector to pay its employees a livable wage and contribute to

 employee health care benefits;


 (d) The creation of jobs that pay livable wages promotes the prosperity and general welfare of the City

 of Burlington and its residents, increases consumer spending with local businesses, improves the

 economic welfare and security of affected employees and reduces expenditures for public assistance;


 (e) It is the intention of the city council in passing this article to provide a minimum level of

 compensation for employees of the City of Burlington and employees of entities that enter into service

 contracts or receive financial assistance from the City of Burlington.


(Ord. of 11-19-01; Ord. of 10-21-13)


21-81 Definitions.

As used in this article, the following terms shall be defined as follows:


 (a) Contractor or vendor is a person or entity that has a service contract with the City of Burlington

 where the total amount of the service contract or service contracts exceeds fifteen thousand dollars

 ($15,000.00) for any twelve (12) month period, including any subcontractors of such contractor or

 vendor.


 (b) Grantee is a person or entity that is the recipient of financial assistance from the City of Burlington

 in the form of grants, including any contractors or subgrantees of the grantee, that exceed fifteen

 thousand dollars ($15,000.00) for any twelve (12) month period.




 Page 69 of 104
(c) Covered employer means the City of Burlington, a contractor or vendor or a grantee as defined

above. The primary contractor, vendor, or grantee shall be responsible for the compliance of each of its

subcontractors (or of each subgrantee) that is a covered employer.


(d) Covered employee means an "employee" as defined below, who is employed by a "covered

employer," subject to the following:


 (1) An employee who is employed by a contractor or vendor is a "covered employee" during the

 period of time he or she expends on furnishing services under a service contract with the City of

 Burlington, notwithstanding that the employee may be a temporary or seasonal employee;


 (2) An employee who is employed by a grantee who expends at least half of his or her time on

 activities funded by the City of Burlington is a "covered employee."


(e) Designated accountability monitor shall mean a nonprofit corporation which has established and

maintains valid nonprofit status under Section 501(c)(3) of the United States Internal Revenue Code of

1986, as amended, and that is independent of the parties it is monitoring.


(f) Employee means a person who is employed on a full-time or part-time regular basis. In addition,

commencing with the next fiscal year, a seasonal or temporary employee of the City of Burlington who

works ten (10) or more hours per week and has been employed by the City of Burlington for a period of

four (4) years shall be considered a covered employee commencing in the fifth year of employment.

"Employee" shall not refer to volunteers working without pay or for a nominal stipend, persons working in

an approved apprenticeship program, persons who are hired for a prescribed period of six (6) months or

less to fulfill the requirements to obtain a professional license as an attorney, persons who are hired

through youth employment programs or student workers or interns participating in established

educational internship programs.


(g) Employer-assisted health care means health care benefits provided by employers for employees

(or employees and their dependents) at the employer’s cost or at an employer contribution towards the

purchase of such health care benefits, provided that the employer cost or contribution consists of at least

one dollar and twenty cents ($1.20) per hour. (Said amount shall be adjusted every two (2) years for

inflation, by the chief administrative officer of the city.)


(h) Livable wage has the meaning set forth in Section 21-82.




 Page 70 of 104
 (i) Retaliation shall mean the denial of any right guaranteed under this article, and any threat,

 discipline, discharge, demotion, suspension, reduction of hours, or any other adverse action against an

 employee for exercising any right guaranteed under this article. Retaliation shall also include coercion,

 intimidation, threat, harassment, or interference in any manner with any investigation, proceeding, or

 hearing under this article.


 (j) Service contract means a contract primarily for the furnishing of services to the City of Burlington (as

 opposed to the purchasing or leasing of goods or property). A contract involving the furnishing of

 financial products, insurance products, or software, even if that contract also includes some support or

 other services related to the provision of the products, shall not be considered a service contract.


(Ord. of 11-19-01; Ord. of 10-21-13)


21-82 Livable wages required.

(a) Every covered employer shall pay each and every covered employee at least a livable wage no less than:


 (1) For a covered employer that provides employer-assisted health care, the livable wage shall be at

 least fifteen dollars and thirty-five cents ($15.35) per hour on the effective date of the amendments to

 this article.


 (2) For a covered employer that does not provide employer-assisted health care, the livable wage shall

 be at least sixteen dollars and seventy-four cents ($16.74) per hour on the effective date of the

 amendments to this article.


 (3) Covered employees whose wage compensation consists of more or other than hourly wages,

 including, but not limited to, tips, commissions, flat fees or bonuses, shall be paid so that the total of all

 wage compensation will at least equal the livable wage as established under this article.


(b) The amount of the livable wage established in this section shall be adjusted by the chief administrative

officer of the city as of July 1 of each year based upon a report of the Joint Fiscal Office of the State of Vermont

that describes the basic needs budget for a single person but utilizes a model of two (2) adults residing in a two

(2) bedroom living unit in an urban area with the moderate cost food plan. Should there be no such report from

the Joint Fiscal Office, the chief administrative officer shall obtain and utilize a basic needs budget that applies

a similar methodology. The livable wage rates derived from utilizing a model of two (2) adults residing in a two

(2) bedroom living unit in an urban area with a moderate cost food plan shall not become effective until rates

meet or exceed the 2010 posted livable wage rates. Prior to May 1 preceding any such adjustment and prior to




 Page 71 of 104
May 1 of each calendar year thereafter, the chief administrative officer will provide public notice of this

adjustment by posting a written notice in a prominent place in City Hall by sending written notice to the city

council and, in the case of covered employers that have requested individual notice and provided contact

information to the chief administrative officer, by notice to each such covered employer. However, once a

livable wage is applied to an individual employee, no reduction in that employee’s pay rate is permissible due to

this annual adjustment.


(c) Covered employers shall provide at least twelve (12) compensated days off per year for full-time covered

employees, and a proportionate amount for part-time covered employees, for sick leave, vacation, personal, or

combined time off leave.


(Ord. of 11-19-01; Ord. of 5-2-11; Ord. of 6-13-11; Ord. of 10-21-13)


21-83 Applicability.

(a) This article shall apply to any service contract or grant, as provided by this article that is awarded or

entered into after the effective date of the article. After the effective date of the article, entering into any

agreement or an extension, renewal or amendment of any contract or grant as defined herein shall be subject

to compliance with this article.


(b) The requirements of this article shall apply during the term of any service contract subject to the article.

Covered employers who receive grants shall comply with this article during the period of time the funds

awarded by the City of Burlington are being expended by the covered employer.


(Ord. of 11-19-01; Ord. of 10-21-13)


21-84 Enforcement.

(a) Each service contract or grant covered by this article shall contain provisions requiring that the covered

employer or grantee submit a written certification, under oath, during each year during the term of the service

contract or grant, that the covered employer or grantee (including all of its subcontractors and subgrantees, if

any) is in compliance with this article. The failure of a contract to contain such provisions does not excuse a

covered employer from its obligations under this article. The covered employer shall agree to post a notice

regarding the applicability of this section in any workplace or other location where employees or other persons

contracted for employment are working. The covered employer shall agree to provide payroll records or other

documentation for itself and any subcontractors or subgrantees, as deemed necessary by the chief




 Page 72 of 104
administrative officer of the City of Burlington, within ten (10) business days from receipt of the City of

Burlington’s request.


(b) The chief administrative officer of the City of Burlington may require that a covered employer submit proof

of compliance with this article at any time, including but not limited to:


 (1) Verification of an individual employee’s compensation;


 (2) Production of payroll, health insurance enrollment records, or other relevant documentation; or


 (3) Evidence of proper posting of notice.


If a covered employer is not able to provide that information within ten (10) business days of the request, the

chief administrative officer may turn the matter over to the city attorney’s office for further enforcement

proceedings.


(c) The City of Burlington shall appoint a designated accountability monitor that shall have the authority:


 (1) To inform and educate employees of all applicable provisions of this article and other applicable

 laws, codes, and regulations;


 (2) To create a telephonic and electronic accountability system under this article that shall be available

 at all times to receive complaints under this article;


 (3) To establish and implement a system for processing employees’ complaints under this article,

 including a system for investigating complaints and determining their initial credibility; and


 (4) To refer credible complaints to the city attorney’s office for potential enforcement action under this

 article.


The designated accountability monitor shall forward to the City of Burlington all credible complaints of violations

within ten (10) days of their receipt.


(d) Any covered employee who believes his or her covered employer is not complying with this article may file

a complaint in writing with the city attorney’s office within one (1) year after the alleged violation. The city

attorney’s office shall conduct an investigation of the complaint, during which it may require from the covered

employer evidence such as may be required to determine whether the covered employer has been compliant,

and shall make a finding of compliance or noncompliance within a reasonable time after receiving the




 Page 73 of 104
complaint. Prior to ordering any penalty provided in subsection (e), (f), or (g) of this section, the city attorney’s

office shall give notice to the covered employer. The covered employer may request a hearing within thirty (30)

days of receipt of such notice. The hearing shall be conducted by a hearing officer appointed by the city

attorney’s office, who shall affirm or reverse the finding or the penalty based upon evidence presented by the

city attorney’s office and the covered employer.


(e) The City of Burlington shall have the right to modify, terminate and/or seek specific performance of any

contract or grant with a covered employer from any court of competent jurisdiction, if the covered employer has

not complied with this article.


(f) Any covered employer who violates this article may be barred from receiving a contract or grant from the

city for a period up to two (2) years from the date of the finding of violation.


(g) A violation of this article shall be a civil offense subject to a civil penalty of from two hundred dollars

($200.00) to five hundred dollars ($500.00). All law enforcement officers and any other duly authorized

municipal officials are authorized to issue a municipal complaint for a violation of this article. Each day any

covered employee is not compensated as required by this article shall constitute a separate violation.


(h) If a complaint is received that implicates any City of Burlington employee in a possible violation of this

article, that complaint will be handled through the City’s personnel procedures, not through the process outlined

in this article.


(i) Any covered employee aggrieved by a violation of this article may bring a civil action in a court of

competent jurisdiction against the covered employer within two (2) years after discovery of the alleged violation.

The court may award any covered employee who files suit pursuant to this section, as to the relevant period of

time, the following:


 (1) The difference between the livable wage required under this article and the amount actually paid to

 the covered employee;


 (2) Equitable payment for any compensated days off that were unlawfully denied or were not properly

 compensated;


 (3) Liquidated damages in an amount equal to the amount of back wages and/or compensated days

 off unlawfully withheld or fifty dollars ($50.00) for each employee or person whose rights under this

 article were violated for each day that the violation occurred or continued, whichever is greater;




 Page 74 of 104
 (4) Reinstatement in employment and/or injunctive relief; and


 (5) Reasonable attorneys’ fees and costs.


(j) It shall be unlawful for an employer or any other person to interfere with, restrain, or deny the exercise of,

or the attempt to exercise, any right protected under this article. No person shall engage in retaliation against

an employee or threaten to do so because such employee has exercised rights or is planning to exercise rights

protected under this article or has cooperated in any investigation conducted pursuant to this article.


(Ord. of 11-19-01; Ord. of 2-17-04; Ord. of 5-2-11; Ord. of 10-21-13)


21-85 Other provisions.

(a) No covered employer shall reduce the compensation, wages, fringe benefits or leave available to any

covered employee in order to pay the livable wage required by this article. Any action in violation of this

subsection shall be deemed a violation of this article subject to the remedies of Section 21-84.


(b) No covered employer with a current contract, as of the effective date of this provision, with the City of

Burlington for the use of property located at the Burlington International Airport may reduce, during the term of

that contract, the wages of a covered employee below the livable wage as a result of amendments to this

article.


(c) Where pursuant to a contract for services with the city, the contractor or subcontractor incurs a contractual

obligation to pay its employees certain wage rates, in no case except as stated in subsection (d) of this section,

shall the wage rates paid pursuant to that contract be less than the minimum livable wage paid pursuant to this

article.


(d) Notwithstanding subsection (c) of this section, where employees are represented by a bargaining unit or

labor union pursuant to rights conferred by state or federal law and a collective bargaining labor agreement is in

effect governing the terms and conditions of employment of those employees, this chapter shall not apply to

those employees, and the collective bargaining labor agreement shall control.


(e) Covered employers shall inform employees making less than twelve dollars ($12.00) per hour of their

possible right to the Earned Income Tax Credit under federal and state law.


(f) The chief administrative officer of the city shall have the authority to promulgate rules as necessary to

administer the provisions of this article, which shall become effective upon approval by the city council.




 Page 75 of 104
(Ord. of 11-19-01; Ord. of 10-21-13)


21-86 Exemptions.

An exemption from any requirement of this article may be requested for a period not to exceed two (2) years:


(a) By a covered employer where payment of the livable wage would cause substantial economic hardship;

and


(b) By the City of Burlington where application of this article to a particular contract or grant is found to violate

specific state or federal statutory, regulatory or constitutional provisions or where granting the exemption would

be in the best interests of the City.


A covered employer or grantee granted an exemption under this section may reapply for an exemption upon

the expiration of the exemption. Requests for exemption may be granted by majority vote of the city council. All

requests for exemption shall be submitted to the chief administrative officer. The finance committee of the City

of Burlington shall first consider such request and make a recommendation to the city council. The decision of

the city council shall be final.


(Ord. of 11-19-01; Ord. of 10-21-13)


21-87 Severability.

If any part or parts or application of any part of this article is held invalid, such holding shall not affect the

validity of the remaining parts of this article.


(Ord. of 11-19-01; Ord. of 10-21-13)


21-88 Annual reporting.

On or before April 15 of each year, the city attorney’s office shall submit a report to the city council that

provides the following information:


(a) A list of all covered employers broken down by department;


(b) A list of all covered employers whose service contract did not contain the language required by this article;

and


(c) All complaints filed and investigated by the city attorney’s office and the results of such investigation.




 Page 76 of 104
(Ord. of 10-21-13)


21-89 Effective date.

The amendments to this article shall take effect on January 1, 2014, and shall not be retroactively applied.


(Ord. of 10-21-13)




 Page 77 of 104
 Certification of Compliance with the City of Burlington’s
 Union Deterrence Ordinance



 I, , on behalf of

(Contractor) and in connection with (City

contract/project/grant), hereby certify under oath that

(Contractor) has not advised the conduct of any illegal activity, and it does not currently, nor will

it over the life of the contract advertise or provide union deterrence services in violation of the

City’s union deterrence ordinance.

Dated at , Vermont this day of , 20 .


 By:
 Duly Authorized Agent




 Page 78 of 104
 Church Street Marketplace 62 Church Street RFP Review Rubric


Business Owner Name:

Business Name:


Experience & Qualifications __/30 pts

Applicants will be graded based on previous business operations, business legal standing,
the experience of the applicant and/or applicants’ partners and their understanding and
mastery of their industry. Consideration will be made to knowledge of the local community
and sourcing.



Business Concept __/35 pts

Demonstrates a unique and complementary ground level retail, food or service experience
for the Marketplace.



References, Business Standing & Prior Lessor Evaluation __/20 pts

City of Burlington will contact all references, follow-up with current or previous town/city
tax departments to ensure good standing and contact current or previous landlords/lessors
of rented space the applicant has utilized for place of business.




Financial Feasibility __/15 pts

Demonstrates financially feasible business model, including total financial return to the
Marketplace.




Total Possible Points __ /100 pts




 Page 79 of 104
To: Church Street Marketplace Commission
From: Samantha McGinnis, Director
Date: September 11, 2025

Re: New Public Art on the Marketplace


Background: The goal of the Main Street project, as a part of the Great Streets initiative, is to ensure that
Burlington residents have a downtown that is a vibrant, accessible, and sustainable urban center. The City of
Burlington is commissioning four public artworks to be integrated into the renovation of Main Street between
South Winooski and Pine Street. These public art installations will add to the vibrancy of Burlington’s
downtown. The Burlington City Arts (BCA), in partnership with The Department for Public Works (DPW),
posted an initial call to artists for qualifications in 2022. Where 135 qualifications were submitted in the first
phase, and from that number, the BCA and DPW selected 15 finalists to make proposals. In February of 2023,
each of these finalists, received a stipend of $1,000 to develop their proposals. Finalists presented their
proposals to a review panel and the panel selected the four artists in spring 2023 for the Main Street Project.
Since then, the BCA and DPW have been working to finalize design concept and identify installation locations.
BCA and DPW identified a piece that would be well-suited to the northeast corner of the Church and Main
Street intersection on the Marketplace. The piece identified for this space, Block by Block, is by a Vermont
based artist named Noa Younse. Block by Block consists of a main sculpture that will be anchored at the corner
of Church and Main, with three satellite elements positioned nearer to Main and South Winooski. The bases
will be designed to withstand the practical wear and tear of daily city life, while also blending seamlessly with
the surrounding concrete. The main sculpture will be installed in-line with the tree pits off the south side of
Honey Road at the Church and Main Street intersection. All maintenance and upkeep of the sculpture will be
the responsibility of the BCA.


Recommended Action:
Marketplace staff recommend approving the installation of Block by Block on the Church Street Marketplace.




 Page 80 of 104
Please note, this document is adapted from the Artist’s original proposal and has been
 subsequently updated by BCA to reflect new information




 Block by Block




 Great Streets Initiative: Main Street Project
 A public art proposal by Noa Younse and Brian Brush




 Page 81 of 104
Local Inspiration




Phoebe Lo - Ascension Caleb Kenna - Morning Cruise. Shoreham, Vermont Bren Alvarez - File Under So. Co., Waiting for...
via Instagram via Instagram via Flickr/Don Shall


 Clark Derbes - Mural
 via Seven Days




 Owen and Lucas
 Marchessault
 Flag of Burlington
 via wikipedia

A proposal by Noa Younse and Brian Brush Block by Block 2




 Page 82 of 104
About Block by Block


#VSMJOHUPOJTBUBQFTUSZPGOFJHICPSIPPET QFPQMFT JEFBMTBOEDVMUVSFT5IFSJDIOFTTPGJUTDIBSBDUFSTUFNTGSPN
JUTEJWFSTJUZPGDPNNVOJUJFTDPNCJOJOHUPGPSNBVOJRVFMZVSCBODJUZJOPOMZBXBZUIBU7FSNPOUDBO5IJT
DPODFQUPGEJTQBSBUFQBSUTDPNJOHUPHFUIFSUPCVJMETPNFUIJOHOFXJTUIFSPPUPG#MPDLCZ#MPDL5IPVHIFBDI
JOEJWJEVBMDPNQPOFOUNBZIBWFJUTPXODIBSBDUFSJTUJDT UIFZDBOGJOEBXBZUPCVJMEPGGPGDPNNPOHSPVOE
BOEHFOFSBUFBWBSJFHBUFEQBUDIXPSL*OUIJTJOTUBODF BWBSJFUZPGEJGGFSFOUBCTUSBDUFMFNFOUTDPNQSJTFBLJOE
PGNPOPMJUIXIJDIJMMVTUSBUFTUIFCFBVUZJODPPQFSBUJPOBOENPWJOHGPSXBSEUPHFUIFS

5IFQJFDFJTNFBOUUPBUUSBDUBOEDBQUJWBUFQFEFTUSJBOT DZDMJTUT BOENPUPSJTUTUPP XJUIJUTDPMPSGVMQBMFUUFBOE
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MJLFBUBMMPCTDVSFQBUUFSOTIPPUJOHVQGSPNUIFHSPVOEVQDMPTFUIFWBSJFEOBUVSFPGUIFCVJMEJOHCMPDLTBOE
UIFBMNPTUQBUIMJLFWPJETCFUXFFOUIFNNJHIUESBXQFPQMFJOGPSBDMPTFSJOTQFDUJPO8IJMFNPTUCMPDLTBSF
TJNQMFWPMVNFT BGFXSFQSFTFOUUIFEJGGFSFOUDIBSBDUFSJTUJDTPG#VSMJOHUPO5IF-BLF $JUZ BOE.PVOUBJOBSF
WJTVBMJ[FEXJUIVOJRVFTUZMJ[FEGPSNT BOEEFQFOEJOHPOUIFQMBDFNFOUPGUIFQJFDFJUJTFOUJSFMZQPTTJCMFUP
DSFBUFTPNFUIJOHTQFDJGJDUPBQBSUJDVMBSEJTUSJDU CVJMEJOH PSTIPQ

5IFXPSLJTDPODFJWFEBTBNPEVMBSDPNQPTJUJPO5IFUBMMFTUGPSNXJMMSJTFCFUXFFOOJOFBOEUFOGFFU XIJMF
UISFFTNBMMFSDPNQBOJPOTSBOHJOHGSPNUXPUPUISFFGFFUXJMMDSFBUFBWBSJFESIZUINBDSPTTUIFTJUF&BDI
CMPDLXJMMCFDSBGUFEJOTUBJOMFTTTUFFM DVUBOETIBQFEXJUIQSFDJTJPO UIFOGJOJTIFEXJUIEVSBCMFFYUFSJPSQBJOU
BOEBQSPUFDUJWFBOUJHSBGGJUJDPBUJOH5IJTDPNCJOBUJPOPGNBUFSJBMBOEGJOJTIFOTVSFTSFTJMJFODFBHBJOTUCPUI
DMJNBUFBOEUJNF BMMPXJOHUIFQJFDFUPSFNBJOWJCSBOUXJUIJO#VSMJOHUPOTTUSFFUTDBQF

5IFTDVMQUVSFXJMMCFBODIPSFEBUUIFDPSOFSPG$IVSDIBOE.BJO XJUIUISFFTBUFMMJUFFMFNFOUTQPTJUJPOFE
OFBSFSUP.BJOBOE4PVUI8JOPPTLJ5IFJSCBTFT TVCUMZMJGUFEBCPWFUIFTJEFXBML BSFEFTJHOFEUPXJUITUBOE
UIFQSBDUJDBMXFBSPGEBJMZDJUZMJGFXIJMFCMFOEJOHTFBNMFTTMZXJUIUIFTVSSPVOEJOHDPODSFUF5IJTUIPVHIUGVM
JOUFHSBUJPOFNQIBTJ[FTUIFBSUXPSLJUTFMG XIJMFFOTVSJOHJUTMPOHUFSNQSFTFODFJOUIFQVCMJDSFBMN

6MUJNBUFMZ #MPDLCZ#MPDLJTBDFMFCSBUJPOPG#VSMJOHUPOTEJWFSTJUZBOEJODMVTJWFOFTT"TUIFDJUZDPOUJOVFTUP
FWPMWF UIFTDVMQUVSFPGGFSTBTZNCPMPGTIBSFEQSPHSFTTBOJOWJUBUJPOUPTFFTUSFOHUIOPUJOVOJGPSNJUZ CVUJO
UIFIBSNPOZPGNBOZQBSUTNPWJOHGPSXBSEUPHFUIFS




A proposal by Noa Younse and Brian Brush Block by Block 3




 Page 83 of 104
 
 
 
 
  
  
 




 
  




 Page 84 of 104
 )PIZEXMSRWERH7TIGMƼG4EVXW'EPPSYX




 Mountain




 114" tall central piece, plus 5" Foundation


 City




  Base height:
5 1/4 "above grade
 Lake


 Foundation: 29 1/2" Inch Square




 A B C D




 Page 85 of 104
4SWWMFPI7MXIWERH-RGPYWMSRSJ1EVOIVW

 Pine

 Church
 Battery




The primary structure could
be located at one of these
MRXIVWIGXMSRW[MXLEQEVOIV
location within direct view. This Three smaller marker pieces will be 36", 20" 24" tall
would allow for additional small Each will sit on a 11 1/4 inch concrete base, 5" 1/4 tall.
GSRƼKYVEXMSRWSJXLIZSPYQIWXS
FIQEHIMRXSQEVOIVWERHTPEGIH
across the street from the main
piece, unifying the intersection.
These small instances could
also dot the new streetscape
EWYFMUYMXSYWQEVOIVWLIPTMRK
to playfully connect the entire
project.




A proposal by Noa Younse and Brian Brush Block by Block 9




 Page 86 of 104
 NOA'S ART LOCATION SKETCH
 NOT FOR CONSTRUCTION




 SEE SHEET L103
 BOTTOM OF SCULPTURE
 TO HAVE CONCRETE
 PEDESTAL - BASE
 DETAILS TO BE




 S WINOOSKI AVE
 CONFIRMED W/ ARTIST




 N/F N/F N/F N/F


CHURCH ST
 PARK HILL PARK HILL
 A

 CHURCH ST
 FURST MANAGEMENT PALLADIUM
 VENTURES, LLC. SHIELD, LLC. ASSOCIATES, LLC. ASSOCIATES, LLC.
 156 CHURCH ST. 194 MAIN ST. 194 MAIN ST.
 176 CHURCH ST.
 180 MAIN ST.


 LARGE SCULPTURE TO ELM LAMP POSTS PARKING METER
 PRIMARY LARGE SCULPTURE
 BE SITED HERE,
 ALIGNED WITH CENTER GINKGO RED MAPLE HONEY LOCUST RED MAPLE BALD CYPRESS
 TREE/BENCH LINE. SMALL SCULPTURE CLUSTER
 ROTATED 30 DEGREES (CONCEPTUAL, EXACT LAYOUT TO BE
 CONFIRMED WITH ARTIST)


 LAYOUT NOTES:

 1. SEE SHEET L101 FOR LAYOUT NOTES.

 
 

 

 SMALL SCULPTURE CLUSTER (EXACT LAYOUT TO
 BE SHARED ONCE APPROACH IS CONFIRMED) 
 
 

 
 
 

 
 
 

  
  

 
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 THERS 
 CHITTENDEN COUNTY N/F 
OUP, LLP. SUPERIOR COURT COURTHOUSE
 175 MAIN ST. PLAZA, LLC. 
 199 MAIN ST. 
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 SEE SHEET L105
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     L104 - CH TO S WINOO ----




 Page 87 of 104
NOA'S ART LOCATION SKETCH
RENDERS PROVIDED BY ARTIST




 NOTE: WE HAVE SUGGESTED
 PUSHING THIS CLUSTER A
 LITTLE FARTHER AWAY FROM
 THE TREE TO GIVE IT MORE
 SPACE - WILL ADJUST THE
 LAYOUT PLAN ACCORDINGLY




 Page 88 of 104
Concept Render


/PUF3FOEFSJOHXBTDSFBUFECFGPSFUIFMPDBUJPOXBTDPOGJSNFE




A proposal by Noa Younse and Brian Brush Block by Block 4




 Page 89 of 104
Concept Render

/PUF3FOEFJSOHXBTDSFBUFECFGPSFUIFMPDBUJPOXBTDPOGJSNFE




A proposal by Noa Younse and Brian Brush Block by Block 5




 Page 90 of 104
Concept Render

/PUF3FOEFSJOHXBTDSFBUFECFGPSFUIFMPDBUJPOXBTDPOGJSNFE




A proposal by Noa Younse and Brian Brush Block by Block 6




 Page 91 of 104
Concept Render




A proposal by Noa Younse and Brian Brush Block by Block 7




 Page 92 of 104
0MKLX-RXIKVEXMSRJSV)ZIRMRK%GXMZEXMSR STXMSREP

There is the option of integrating programmable
LEDs down the core of the piece, which would
illuminate the seams between the volumes at
RMKLX7IRWSVWGSYPHFIEHHIHXSQEOIXLIPMKLX
more interactive.




/PUF3FOEFSJOHXBTDSFBUFECFGPSFUIFMPDBUJPOXBTDPOGJSNFE




A proposal by Noa Younse and Brian Brush Block by Block 10




 Page 93 of 104
Thank You




 Page 94 of 104
 Holidays
 on the
Marketplace
 2025

 Page 95 of 104
Santa Parade
Friday, November 28
City Hall Block @ 12 pm
NEW! Businesses joining the parade
Guests typically include:
  Santa
  Miss Vermont
 Fire Department
  Aero the Griffin
 Rally Cat
  Champ
 & more!
  Special Olympics



 Page 96 of 104
Tree Lighting
  Ceremony
Friday, November 28 at 5pm
Grand lighting at 6pm
Bag of Chips performance
Make-a-Wish
Covered by NBC5


 Page 97 of 104
Festive Fridays
NOV 28 | DEC 5 | DEC 12 | DEC 19

 Businesses staying open late (8 pm)

 Activations:
 Friday, Nov 28: Santa Parade & Tree Lighting
 Friday, Dec 5: Window Contest Kick-Off + Shop & Sip event
 Friday, Dec 12: Last chance for voting (Window Contest) +
 Caroling in businesses
 Friday, Dec 19: Last-minute shopping + Hanukkah Celebration
 Page 98 of 104
 Window
 Contest
Friday, Dec 5 - Sunday, Dec 14
In person only
Categories:
 Best Overall: Church Street Marketplace
 Best Overall: Side Street
 Most Creative
 Most Festive
Windows decorated by December 4


 Page 99 of 104
Employee
Discount Week
Monday, Dec 1 - Sunday, Dec 7


 Multiple direct emails to
 employees
 Discount card for
 businesses to hand out
 to employees
 Social media promotion
 + celebration
 More to come!
 Page 100 of 104
  Month-Long
 Programming
Santa Visits
Free Hot Chocolate Program
North Pole Express Mailboxes
Kids Train
Parking program

 Page 101 of 104
Street Decor
 “Magic” tree lights
 Light pole banners
 Intersection banners
 Bows on each light pole
 Intersection garlands
 Window decals


 Page 102 of 104
Marketing & Advertising
Print Ads Radio Ads
 GMT Bus Vermont Public
 Burlington Area Newspaper Group Spotify
 Seven Days Sirius XM, podcasts
 North Avenue News
 Print Materials
Digital Posters
 Instagram & Facebook Meta Voting Cards
 Dedicated webpage Hot Chocolate Coupons
 CSM event calendar Employee Discount Cards
 Community calendars (15+) Postcard Club postcards
 Newsletters (4+ emails) Sandwich Boards
 BANG Street + Light Pole Banners
 Seven Days Counter Cards at local hotels
 Find & Go Seek

 Page 103 of 104
Thank you!

 Page 104 of 104

CHURCH STREET MARKETPLACE DISTRICT COMMISSION
 September 17, 2025
 9:00 AM
Location: City Hall, Bushor Conference Room, 149 Church St.



Attendance:

Commissioners: Mark Bouchett, Becky Holt, Linda Magoon, Kara Tobin, Sam Tolstoi, Erik Monsen,
Sarah Beal (Zoom), Chris Haessly, Romeo von Hermann

Staff: Kara Alnasrawi – CEDO Director, Samantha McGinnis – CSM Director, Isa Paredes – Marketing
Coordinator, Aida Washburn – Project & Event Coordinator, Kimberly Rojas – Community Engagement
Coordinator, Colin Storrs - Public Art and Grants Program Manager at BCA

  I. COME TO ORDER
 a. Meeting is brought to order at 9:08am
 II. APPROVE AGENDA
 a. Agenda approved unanimously
III. APPROVE MINUTES
 a. Minutes approved by Mark Bouchett, Linda Magoon, Kara Tobin, Sam
 Tolstoi, Erik Monsen, Chris Haessly, Romeo von Hermann.
 b. Becky Holt and Sarah Beal abstain. Not at August 20, 2025 meeting.
IV. PUBLIC FORUM – GENERAL
 a. Ava Stanley: submitted RFP for 62 Church St. Currently owns Olive &
 Ollie. Gave background on her history with the space and her goals.

 V. COMMISSIONER UPDATES
 a. Chris Haessly: AC hotel will be opening on September 18, 2025.
 b. Romeo von Hermann: Fly by 5k at BTV airport on September 20, 2025.



VI. SKINNY PANCAKE RESCISSION
 a. Discussion between commissioners around The Skinny Pancake cart on
 Church Street. Cart operated as scheduled beginning in June 2025.
 However, on August 14, 2025, Kate Litke, cart manager, contacted
 Marketplace staff to inform us that the cart would cease operations for the
 remainder of the 2025 season due to ongoing staffing issues. She also
 requested a full or partial waiver of the cart vendor fees for August and
 September.

 The cart was active on the Marketplace during the first week of August but
 did not vend afterward. Ms. Litke has expressed continued interest in
 participating in future vending seasons.

 a. VOTE ANTICIPATED
 i. MOTION: To consider the rescission of The Skinny Pancake cart
 1. Moved by Linda Magoon, Second by Romeo von Hermann
 2. Discussion: Commissioners discussed the precedent their
 actions would be setting and whether or not they should
 establish a standard process for similar vendor inquiries.
 Commissioners support adding language for vendors
 seeking rescission for next season.
 3. Amendment: To not rescind the contract and keep the full
 monthly fees for August and September in place.
 4. Vote in favor: Mark Bouchett, Becky Holt, Kara Tobin,
 Sam Tolstoi, Erik Monsen, Sarah Beal (Zoom), Chris
 Haessly, Romeo von Hermann
 5. Vote opposed: Linda Magoon
II. 62 CHURCH STREET LEASE
 a. Director Samantha McGinnis provided the following background: the
 Church Street Marketplace issued a Request for Proposals (RFP) to identify
 a new tenant. We first posted the RFP in June 2025, and it closed on July 1.
 We did not receive any responses to this RFP. The RFP was reposted from
 August 6th – August 29th. We received two applications from this RFP.
 The applications were reviewed by a committee composed of City staff and
 Marketplace Commissioners and graded on the four criteria outlined in the
 RFP (see attached). After scoring and reviewing the applications, the
 Committee chose to move forward with Ava Stanley's concept of a
 children's clothing store. She proposed an annual rent of $20,800 which
 meets the requirements laid out in the RFP. Previously the annual rent was
 $17,662. Ava has extensive knowledge of the space, having worked for the
 previous tenant for many years, is in good financial standing, with her
 current business free of debt and loans, and has a demonstrated a proof on
 concept within her first few months of operation. The Marketplace team is
 in the process of reviewing Stanley's financial references, personal and
 professional were provided, and the approval to offer her the lease
 opportunity for 62 Church Street is contingent on those going well.


 b. RECOMMENDED ACTION: The Marketplace RFP Review Committee
 recommends awarding a three-year lease for 62 Church Street to Ava
 Stanley of Olive and Ollie, contingent upon receiving a satisfactory
 recommendation from her financial institution. Her personal and
 professional references were positive.
 i. Commissioners discuss


 c. VOTE ANTICIPATED
 i. MOTION: To adopt RFP recommendation and award a three-year
 lease for 62 Church Street to Ava Stanley of Olive and Ollie,
 contingent upon receiving a satisfactory recommendation from her
 financial institution.
 1. Moved by: Chris Haessly
 2. Seconded by: Erik Monsen
 ii. Vote unanimously approved by the commissioners


III. BCA Presentation: Public Art Installation at Main St and Church St Intersection
 a. Presentation from Colin Storrs, Public Art and Grants Program Manager at
 BCA, of Block by Block by Vermont based artist Noa Younse.
 i. MOTION: To approve the installation of Block by Block on the
 Church Street Marketplace
 1. Moved by: Linda Magoon
 2. Seconded by: Sam Tolstoi
 a. Commissioners discussed
 ii. Vote in favor: Mark Bouchett, Becky Holt, Kara Tobin, Sam
 Tolstoi, Linda Magoon, Erik Monsen, Sarah Beal (Zoom), Chris
 Haessly
 iii. Abstain: Romeo von Hermann
 IV. HOLIDAY REVIEW
 a. Holiday presentation from Church Street Marketplace Director,
 Samantha McGinnis
  V. TREASURER’S REPORT
 a. Just over 20% through fiscal year. Received ~75% of annual revenue.
 Underbudget at this time - most expenses happen over the winter. Currently
 looking for new snow removal for street team.
 VI. DIRECTOR’S REPORT
 a. Samantha McGinnis reports that:
 i. Church Street Marketplace team has moved to City Hall
 ii. Twilight Block Party on Saturday 9/20
 iii. UVM weekend 9/26 - 9/28. Interactive brick sticker piece, mini
 golf and music.
 iv. Outright firetruck pull on 9/27 will be the last year of this event
 v. 10/4 Construction Fest, 10am-12pm
 vi. Dog costume contest Marketplace on 10/25
 vii. Great Streets: Main Street project update
 viii. High number of vacancies on Marketplace
 ix. Golden hour moving to 87 Church St. Will be keeping top block
 space
 x. Whizbangs now open
 xi. Weenies pivoted and will operate as a toy store under a new name.
 xii. Burlington nudity ordinance going to full council for vote soon.
 xiii. AC Hotel opening September 18, 2025
 xiv. Council accepted funds for overdose prevention center
VII. CHAIR’S REPORT
 a. Emphasis on the city and state working closely together. Positive ideas all
 around including the attorney general’s new system. Businesses bring
 incredible value to their community that goes beyond what’s within their
 stores.


VIII. ADJOURN
 a. Motion to adjourn
 i. Moved by Chris Haessly
 ii. Seconded by Romeo von Hermann
 b. Meeting is brought to close at 10:32 am
Next Meeting: October 8, 2025