Board of Finance — Burlington, VT
Date: 2026-06-29
Time: 17:00

Board of Finance

  Monday, June 29, 2026, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st
 Floor

Join from PC, Mac, iPad, or Android:

https://zoom.us/j/96794682528

Phone one-tap:

+13052241968, 96794682528# US

Join via audio:

+1 305 224 1968 US

Webinar ID: 967 9468 2528

International numbers available: https://zoom.us/u/acBHs8leSu

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



1. Agenda
 Subject 1.1. Motion to adopt agenda
 Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 1. Agenda

 Department Council and Board


 Type Action
 Procedural


 Recommended Action Motion to adopt agenda

2. Public Forum
 Subject 2.1. Verbal Comments
 Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor
 Category 2. Public Forum

 Department Council and Board


 Type Action
 Procedural


 Recommended Action open Public Forum
 close Public Forum

3. Consent Agenda
 Subject 3.1. Motion to adopt the consent agenda and take the actions indicated
 Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Council and Board


 Type Action (Consent)
 Procedural


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

 Subject 3.2. Burlington Fire Department — Background Check Fee for Ride Along
 Program
 Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Fire Department


 Type Action (Consent)


 Recommended Action to approve and recommend that the City Council authorize the Burlington Fire
 Department to implement and collect a $25 administrative fee to cover the cost of
 conducting background checks for ride-along participants, subject to final review and
 approval by the Chief Administrative Officer

 Subject 3.3. June 15, 2026 Board of Finance Meeting Minutes — C/T
 Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Department of Finance and Administration


 Type Action (Consent)
 Information
 Minutes


 Recommended Action approve the minutes
  Subject 3.4. June 15, 2026 Burlington Community Development Corporation Meeting
 Minutes — C/T
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 3. Consent Agenda

  Department Department of Finance and Administration


  Type Action (Consent)
 Information
 Minutes


  Recommended Action approve the minutes

4. Deliberative Agenda
  Subject 4.1. Resolution: Ratification Of Tentative Agreement And Authorization To
 Execute Collective Bargaining Agreement Between The City Of Burlington And
 IBEW (July 1, 2026 - June 30, 2029) - HR
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Human Resources


  Type Action
 Resolution


  Recommended Action to approve and recommend that the City Council waive the reading and adopt the
 attached resolution

  Subject 4.2. Reclassification of Administrative and Accounting Assistant Position from
 Grade 14 to 16 — Fire
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Fire Department


  Type Action


  Recommended Action to approve and recommend that the City Council approve and authorize the
 reclassification of the Administrative and Accounting Assistant position, a Regular, Full-
 Time, Non-Exempt, AFSCME Grade 14 position, to a Regular, Full-Time, Non-Exempt,
 AFSCME Grade 16 position within the Burlington Fire Department

  Subject 4.3. Construction Contract Award for North Avenue Stormwater Improvements
 — DPW - Water Resources
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda
Department Public Works Department - Water Resources


Type Action


Recommended Action to approve and recommend that the City Council authorize the Director of Public works
 to execute a $492,700 contract with S.D. Ireland Brothers Corporation, subject to
 review and approval as to form of the City Attorney’s office, with authorization for
 contingency funding of an additional $50,000.00 for the construction of the North
 Avenue Stormwater Improvements Project

Subject 4.4. Resolution: Authorization To Enter Into A Capital Lease Purchase
 Agreement With M&T Bank For Airport Improvements — Airport
Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Patrick Leahy Burlington International Airport


Type Action
 Resolution


Recommended Action 1. To approve and recommend that the City Council authorize the Director of Aviation to
 execute a contract agreement with Engelberth Construction, Inc. for up to
 $24,284,655.63 with a 3.3% contingency for an amount up to $25,087,498 for the
 construction of the Snow Removal Equipment Building (SRE), and any other related
 documents necessary or convenient to effect the transaction, subject to review and
 approval as to form by the City Attorney’s Office.
 2. To approve and recommend that the City Council authorize the Director of Aviation to
 execute a contract agreement with Passero Associates, Inc. for up to $1,367,300.00
 with a 3.3% contingency for an amount up to $1,412,502 for the for the construction
 oversight services of the Snow Removal Equipment Building (SRE) construction, and
 any other related documents necessary or convenient to effect the transaction, subject
 to review and approval as to form by the City Attorney’s Office.
 3. To approve and recommend that the City Council authorize the Director of Aviation to
 execute a lease/finance agreement with M&T Bank in the amount of $25,651,955.63
 with a 3.3% contingency for an amount up to $26,500,000 for the oversight and
 construction of the Snow Removal Equipment Building (SRE), any other related
 documents necessary or convenient to effect the transaction, subject to review and
 approval as to form by legal counsel.
 4. To approve and recommend that the City Council authorize the Director of Aviation to
 take such further actions, and to approve such further instruments approved as to form
 by the City Attorney, as may be necessary or convenient to effectuate the transactions
 contemplated hereby.
 5. To approve and recommend that the City Council waive the reading and adopt the
 attached resolution

Subject 4.5. Authorization to Accept HUD Continuum of Care New Horizons Permanent
 Supportive Housing grant (VT0030L1T012415) Fiscal Year 2025, $849,978 -
 CEDO
Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Community & Economic Development Office (CEDO)
  Type Action


  Recommended Action to approve, authorize, and recommend to the City Council that the Council approve and
 authorize the Director of CEDO to enter into the U.S. Department of Housing and Urban
 Development (HUD) Continuum of Care (CoC) New Horizons Permanent Supportive
 Housing grant agreement (VT0030L1T012415) for Fiscal Year 2025, for grant dispersal
 in the amount of $849,978

5. Presentation
  Subject 5.1. Nathan Lavery, BSD, re: Status Report On The Budget For BHS And A
 General Update On The New High School
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor
  Category 5. Presentation
  Department Burlington School District


  Type Information
 Presentation



6. Adjournment
  Subject 6.1. Motion to adjourn
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 6. Adjournment

  Department Council and Board


  Type Action
 Procedural


  Recommended Action Motion to adjourn

Board of Finance

  Monday, June 29, 2026, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st
 Floor

Join from PC, Mac, iPad, or Android:

https://zoom.us/j/96794682528

Phone one-tap:

+13052241968, 96794682528# US

Join via audio:

+1 305 224 1968 US

Webinar ID: 967 9468 2528

International numbers available: https://zoom.us/u/acBHs8leSu

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



1. Agenda
 Subject 1.1. Motion to adopt agenda
 Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 1. Agenda

 Department Council and Board


 Type Action
 Procedural


 Recommended Action Motion to adopt agenda

2. Public Forum
 Subject 2.1. Verbal Comments
 Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor




 Page 1 of 320
 Category 2. Public Forum

 Department Council and Board


 Type Action
 Procedural


 Recommended Action open Public Forum
 close Public Forum

3. Consent Agenda
 Subject 3.1. Motion to adopt the consent agenda and take the actions indicated
 Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Council and Board


 Type Action (Consent)
 Procedural


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

 Subject 3.2. Burlington Fire Department — Background Check Fee for Ride Along
 Program
 Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Fire Department


 Type Action (Consent)


 Recommended Action to approve and recommend that the City Council authorize the Burlington Fire
 Department to implement and collect a $25 administrative fee to cover the cost of
 conducting background checks for ride-along participants, subject to final review and
 approval by the Chief Administrative Officer

 Subject 3.3. June 15, 2026 Board of Finance Meeting Minutes — C/T
 Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


 Category 3. Consent Agenda

 Department Department of Finance and Administration


 Type Action (Consent)
 Information
 Minutes


 Recommended Action approve the minutes



 Page 2 of 320
  Subject 3.4. June 15, 2026 Burlington Community Development Corporation Meeting
 Minutes — C/T
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 3. Consent Agenda

  Department Department of Finance and Administration


  Type Action (Consent)
 Information
 Minutes


  Recommended Action approve the minutes

4. Deliberative Agenda
  Subject 4.1. Resolution: Ratification Of Tentative Agreement And Authorization To
 Execute Collective Bargaining Agreement Between The City Of Burlington And
 IBEW (July 1, 2026 - June 30, 2029) - HR
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Human Resources


  Type Action
 Resolution


  Recommended Action to approve and recommend that the City Council waive the reading and adopt the
 attached resolution

  Subject 4.2. Reclassification of Administrative and Accounting Assistant Position from
 Grade 14 to 16 — Fire
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda

  Department Fire Department


  Type Action


  Recommended Action to approve and recommend that the City Council approve and authorize the
 reclassification of the Administrative and Accounting Assistant position, a Regular, Full-
 Time, Non-Exempt, AFSCME Grade 14 position, to a Regular, Full-Time, Non-Exempt,
 AFSCME Grade 16 position within the Burlington Fire Department

  Subject 4.3. Construction Contract Award for North Avenue Stormwater Improvements
 — DPW - Water Resources
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 4. Deliberative Agenda



 Page 3 of 320
Department Public Works Department - Water Resources


Type Action


Recommended Action to approve and recommend that the City Council authorize the Director of Public works
 to execute a $492,700 contract with S.D. Ireland Brothers Corporation, subject to
 review and approval as to form of the City Attorney’s office, with authorization for
 contingency funding of an additional $50,000.00 for the construction of the North
 Avenue Stormwater Improvements Project

Subject 4.4. Resolution: Authorization To Enter Into A Capital Lease Purchase
 Agreement With M&T Bank For Airport Improvements — Airport
Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Patrick Leahy Burlington International Airport


Type Action
 Resolution


Recommended Action 1. To approve and recommend that the City Council authorize the Director of Aviation to
 execute a contract agreement with Engelberth Construction, Inc. for up to
 $24,284,655.63 with a 3.3% contingency for an amount up to $25,087,498 for the
 construction of the Snow Removal Equipment Building (SRE), and any other related
 documents necessary or convenient to effect the transaction, subject to review and
 approval as to form by the City Attorney’s Office.
 2. To approve and recommend that the City Council authorize the Director of Aviation to
 execute a contract agreement with Passero Associates, Inc. for up to $1,367,300.00
 with a 3.3% contingency for an amount up to $1,412,502 for the for the construction
 oversight services of the Snow Removal Equipment Building (SRE) construction, and
 any other related documents necessary or convenient to effect the transaction, subject
 to review and approval as to form by the City Attorney’s Office.
 3. To approve and recommend that the City Council authorize the Director of Aviation to
 execute a lease/finance agreement with M&T Bank in the amount of $25,651,955.63
 with a 3.3% contingency for an amount up to $26,500,000 for the oversight and
 construction of the Snow Removal Equipment Building (SRE), any other related
 documents necessary or convenient to effect the transaction, subject to review and
 approval as to form by legal counsel.
 4. To approve and recommend that the City Council authorize the Director of Aviation to
 take such further actions, and to approve such further instruments approved as to form
 by the City Attorney, as may be necessary or convenient to effectuate the transactions
 contemplated hereby.
 5. To approve and recommend that the City Council waive the reading and adopt the
 attached resolution

Subject 4.5. Authorization to Accept HUD Continuum of Care New Horizons Permanent
 Supportive Housing grant (VT0030L1T012415) Fiscal Year 2025, $849,978 -
 CEDO
Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


Category 4. Deliberative Agenda

Department Community & Economic Development Office (CEDO)




 Page 4 of 320
  Type Action


  Recommended Action to approve, authorize, and recommend to the City Council that the Council approve and
 authorize the Director of CEDO to enter into the U.S. Department of Housing and Urban
 Development (HUD) Continuum of Care (CoC) New Horizons Permanent Supportive
 Housing grant agreement (VT0030L1T012415) for Fiscal Year 2025, for grant dispersal
 in the amount of $849,978

5. Presentation
  Subject 5.1. Nathan Lavery, BSD, re: Status Report On The Budget For BHS And A
 General Update On The New High School
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor
  Category 5. Presentation
  Department Burlington School District


  Type Information
 Presentation



6. Adjournment
  Subject 6.1. Motion to adjourn
  Meeting June 29, 2026 - Board of Finance Meeting - Monday, June 29, 2026, 5:00 PM, Bushor
 Conference Room, 149 Church Street, 1st Floor


  Category 6. Adjournment

  Department Council and Board


  Type Action
 Procedural


  Recommended Action Motion to adjourn




 Page 5 of 320
To: Board of Finance and City Council,
From: Stephen J. Petit, Deputy Chief of Administration
CC: Chief Michael Curtin; CAO Katherine Schad
Date: June 15, 2026
Re: Burlington Fire Department – Background Check Fee for Ride Along Program

Overview

The Burlington Fire Department offers ride-along opportunities for members of the public to
observe fire department operations for educational and recruitment purposes.

The Department has developed an updated Standard Operating Guideline (SOG 00.05) that
formalizes program expectations related to safety, confidentiality, supervision, and participant
conduct. As part of this update, the policy requires background checks for ride-along
participants.

Given the nature of fire and EMS operations—including access to emergency scenes, patient
interactions, and secured municipal facilities—participant screening is necessary to ensure
safety, protect sensitive environments, and reduce liability risk.

Proposal

The Department is seeking authorization to implement a $25 administrative fee to cover the cost
of required background checks for ride-along participants.

The federal background check fee is currently $15 per applicant. The remaining portion of the
fee offsets administrative costs associated with application processing, coordination, and
recordkeeping.

The Department retains discretion to waive the background check and/or fee in appropriate
circumstances, such as for licensed medical providers, law enforcement personnel, or individuals
with equivalent prior screening.

Authorization of this fee is necessary to implement the updated policy as written.

Fiscal Impact

This proposal requires no additional City funding and is intended solely to recover costs
associated with administering the background check requirement.




 Page 6 of 320
Motion

Board of Finance

To approve and recommend that the City Council authorize the Burlington Fire Department to
implement and collect a $25 administrative fee to cover the cost of conducting background
checks for ride-along participants, subject to final review and approval by the Chief
Administrative Officer.

City Council

To approve and authorize the Burlington Fire Department to implement and collect a $25
administrative fee to cover the cost of conducting background checks for ride-along participants,
subject to final review and approval by the Chief Administrative Officer.

Attachments
 1. SOG 00.05 – Ride Along Program
 2. A50 – Observer Release & Waiver of Liability




2|Page


 Page 7 of 320
 BURLINGTON FIRE DEPARTMENT

 SOG 00.05 RIDE ALONG PROGRAM

 FIRE CHIEF MICHAEL CURTIN EFFECTIVE DATE: 06/22/2026



  I. Purpose:

This SOG, in conjunction with the A-50: Observer Release & Waiver of Liability, outlines the
process that allows eligible observers to ride-along and observe Burlington Fire Department
operations for legitimate civic or educational purposes, while establishing required safety,
confidentiality, conduct, scheduling, and attire standards.

Scope:
This SOG is intended to provide general guidance relative to members of the public requesting to
ride with our members. This policy does not specifically address situations where non-BFD
members have requested to complete clinical opportunities during a ride-along. Additionally, this
policy does not address internal precepting or observation opportunities. These circumstances are
addressed elsewhere.

 II. Definitions:

Observer: Any non BFD personnel approved to ride on Burlington Fire Department apparatus for
the sole purpose of observing department operations.

Release and Waiver of Liability: The A50 form, a formal, legally-approved document an observer
signs acknowledging the inherent risks of participating in or observing fire/EMS operations, and
agreeing not to hold the City of Burlington or the Burlington Fire Department liable for injury,
death, or property damage that may occur during the ride-along.

Ride-Along Application: This form shall be filled out before a person is allowed to participate in
the program. This form, when completed, will be kept in the Deputy Chief of Administration's
office. This form allows for a background check to be conducted should it be determined to be
needed.

Ride-Along Program: A structured community engagement initiative that allows eligible, pre-
approved individuals to ride on fire department apparatus and observe station or emergency
response activities for educational or civic awareness purposes, without participating in emergency
operations.

III. Guidelines:

A. Approval and Scheduling


SOG 00.05 Ride Along Program 1

 Page 8 of 320
 1. The interested party must fill out the Ride-along Application and submit it to the Deputy
 Chief of Administration or his or her designee for approval prior to participation in the
 program.
 2. The Battalion Chief of EMS may coordinate and schedule observation opportunities for
 medical or EMS students and work directly with the Shift Commanders.
 3. Requests must be submitted a minimum of 5 business days in advance. Incomplete
 applications shall be denied. Applicants requiring a background check can expect a 2-3
 week turnaround on the background check prior to being scheduled and pending the
 background check results.
 4. After approval, Deputy Chief of Administration or their designee, shall contact the
 observer and forward approval to the Shift Commander’s Office.
 5. The observer shall schedule the ride-along participation through the Shift Commander’s
 Office, unless otherwise directed by the Shift Commander or Deputy Chief of
 Administration.
 6. The Shift Commander’s Office will assign the apparatus and station location, coordinate
 with company officers, and upload the observer in Aladtec Scheduling Software. The Shift
 Commander is responsible for ensuring the completed documentation is saved to the
 Captains Drive in the Observer folder.


B. Participation Guidelines
 1. There shall be no more than 2 observers department wide at any given time.
 2. There shall be no more than 1 observer per station and no more than 1 observer per apparatus,
 without approval from the Deputy Chief of Administration.
 3. Observers not affiliated with an emergency service agency shall ride a maximum of one 12-
 hour day shift between the hours of 0800-2000. Exceptions will be considered, with approval
 provided by the Deputy Chief of Administration.
 4. Minors (those under the age of 18) shall conclude participation no later than 1600 unless
 adjusted by the shift commander due to station activities.


C. Safety and Operational Considerations and Restrictions
 1. Officers/RTS shall ensure the observer stays either in the apparatus cab, or a designated
 safe staging area during emergency response and on-scene operations unless directed other
 by RTS.
 2. Officer/RTS shall ensure observer has access to and wears observer vest when at an
 emergency scene.
 3. Officers/RTS shall ensure observers never operate equipment or apparatus, never enter an
 IDLH environment, never operate in patient care capacity or treatment. The exception to
 the patient care capacity and treatment will be those external members who coordinate
 clinical opportunities through the Battalion Chief of EMS.
 4. Officers/RTS shall remove observers from the scene or ensure observer remains at the
 firehouse for calls involving:



SOG 00.05 Ride Along Program 2
 Page 9 of 320
 a. Possible crime scene activity
 b. Violent or unstable patients or possible presence of weapons/firearms.
 c. Incident involving a fatality/fatalities
 d. Any situation deemed unsafe or sensitive by the Officer/RTS
 5. Situations may arise that are not listed in this SOG. Officers/RTS should use their
 discretion. Observers may be returned to the station or dropped at a predetermined safe
 location if the assigned crew response to an inherently dangerous incident. The observer
 may be retrieved when operations conclude. Officer/RTS shall coordinate with the Shift
 Commander in the event the observer needs to be dropped off.


D. Confidentiality Expectations for Observers
 1. Observers must acknowledge they may encounter confidential, protected or non-public
 information, including but not limited to patient and personnel data. Officer/RTS shall
 ensure observers understand they are strictly prohibited from:
 a. Recording, photographing, or sharing any identifying information related to patients
 b. Disclosing internal personnel matter, investigations, or protected medical information
 c. Speaking on behalf of the department publicly
 d. Interrupting personnel during active radio traffic or operational decision-making.
 2. Encourage observers to ask questions only when radio traffic has paused and operations
 have concluded.


E. Termination of Ride-Along
 1. The Officer/RTS, the Shift Commander, or a Chief Officer at an emergency scene may
 terminate the ride-along at any time.
 2. Reasons for termination include but are not limited to:
 a. Observer conduct
 b. Safety Concerns
 c. Interference with operations
 d. Operational Staffing needs
 e. Any violation of officer’s direction’s


F. Background Check
 1. Observers are required to complete a background check prior to an initial observer
 opportunity.
 2. The background check will require a $25 payment to the Burlington Fire Department.
 3. Completion of a background check will require submission of additional forms provided
 by Human Resources.




SOG 00.05 Ride Along Program 3
 Page 10 of 320
 4. The background check may be waived at the discretion of the Deputy Chief of
 Administration, giving consideration to various factors including but not limited to the
 following:
 a. Occupation
 b. Work history
 c. Personal references


IV. Responsibility:

A. It is the responsibility of all members to read, understand and follow this Standard Operating
 Guideline.

B. Company Officer/RTS
 1. Company officers/RTS with observers under their supervision shall ensure that observers
 comply with all scheduling, conduct, safety, confidentiality and requirements outline in
 this SOG.

C. Battalion One/Shift Commander
 1. Coordinate the observer program such that it complies with section III B 1-4 of this SOG
 2. Battalion One/Shift Commander retains the authority to modify, cancel or delay the ride-
 along participation to meet department needs.

D. Deputy Chief of Administration
 1. Deputy Chief of Administration of their designee, shall process, and maintain approved
 applications, background check authorizations, and signed liability waivers as required by
 and in coordination with city Human Resources.




SOG 00.05 Ride Along Program 4
 Page 11 of 320
 BURLINGTON FIRE DEPARTMENT - OBSERVER RELEASE AND WAIVER OF LIABILITY

RELEASE OF LIABILITY AND INDEMNIFICATION AGREEMENT

 I, the participant, fully understand that riding in an ambulance/fire apparatus is a dangerous activity which can
result in personal injury and property damage, and realize that the risks inherent in riding in an ambulance/fire
apparatus and observing emergency procedures, including but not limited to
 • Injury from collision
 • Administration of medical treatment to ambulance patients
 • Firefighting activities
 • Proximity to a firefighting scenes
 • Proximity to medical ailments and emergencies.
I expressly assume all risks, including all personal injury and property damage, which may occur. I understand
the City of Burlington has granted permission for my participation in riding in an ambulance/fire apparatus is
subject to terms and conditions, a criminal records check, and subject to the completion of this Release of
Liability and Indemnification agreement.

By initialing below, I, the participant acknowledge the above-mentioned risks:

In consideration for permitting me to ride in the ambulance/apparatus, I agree to, and understand the following
policies and guidelines.
Transportation
 • Participant will make arrangements for transportation to and from the fire department.
 • Participant may need to be dropped off in a safe location if their host employee responds to an inherently dangerous
 call for service. Participants will wait at the arranged drop location for someone to pick them up.
Attire
 • Participant will wear work attire in good repair (suggested dark blue pants and shirt, polo or t-shirt with fire dept.
 logo or no logo with black boots or shoes).
 • If the participant has bunker gear they should bring it and wear it on fire calls or as directed.
Identification
 • Participant will wear the BFD provided identification during the ride-along.
 • Participant must present valid government issued identification when they arrive for their ride-along.
Compliance/Non interference
 • Participant will comply with department policies and procedures by using the seat belt and other safety equipment
 in the fire vehicle.
 • Participant will not interfere in any way with the host employee’s handling of a situation. You may ask questions
 after a matter has been handled and you have left the area.
 • Participant are encouraged to ask questions about the Department’s work. However, bear in mind your host
 employee may not have all the answers.
Recording Prohibition/Confidentiality
 • Participant will not videotape, audiotape or photograph interactions with their host employee unless they receive
 advance permission from the host employee and the supervisor in charge. Video and audiotapes are not permitted
 in fire vehicles.
 • Participant may observe an event during the ride-along which might require their appearance in court as a witness.
 • Participant may also witness events or come into contact with people’s personal and confidential information.
 • Participant agree not to discuss the names or personal information of the people encountered during ride-along.



Waiver Policy
 OBSERVER RELEASE AND WAIVER OF LIABILITY 1



 Page 12 of 320
 • Participant must sign a waiver of liability form. In the case of a minor, a parent or guardian, must sign the waiver. In
 essence, the waiver releases the City of Burlington and its employees from liability.
Cancellation
 • Participant ride-along may be cancelled or modified by the employee in charge to accommodate department needs.

By initialing below, I, the participant acknowledge the above-mentioned policies and guidelines

In consideration for permitting me to ride in the ambulance/apparatus, I Hereby release The Burlington Fire
Department, and the City of Burlington, its directors, officers, employees, agents, directors, shareholders,
whether arising in law or in equity all rights, claims, demands, actions, and causes of action of any nature
whatsoever, whether arising in law or in equity by any reasons of any matter, cause, happening, thing, act, or
omission and, in particular, but without limiting in any way the generality of the foregoing, I do hereby release,
The Burlington Fire Department, and the City of Burlington its directors, officers, shareholders, employees,
agents, successors and assigns from any liability for personal injuries or property damage suffered of sustained
by me, whether caused by the inherent risks involved in riding in an ambulance/apparatus or caused either
wholly or in part by the intentional or negligent act of its volunteers, employees, agents or representatives.

Furthermore, in consideration of permitting me to ride in the ambulance/fire apparatus, I agree to indemnify,
defend and hold harmless The Burlington Fire Department, and the City of Burlington for all liability caused
either wholly or in part by me which results in personal injury or property damage, including all losses, costs,
and attorney’s fees, claims and judgements. In addition, I agree to indemnify, defend or hold harmless The
Burlington Fire Department, and the City of Burlington, its directors, officers, shareholders, employees,
volunteers, agents, successors, and assigns for all liability for any acts of omissions which result in personal injury
or property damage including all losses, costs, attorney’s fees claims and judgements whether committed either
wholly or in part by the intentional or negligent acts or omissions of agents of The Burlington Fire Department,
and the City of Burlington or any other person. I also agree to pay all costs and attorney’s fees incurred in
enforcing the terms of the release and indemnity agreement.

This release and indemnity agreement shall be binding upon me, my assigns, heirs, and successors.

 Name of Participant
 Street Address City
 State Zip Code
 Signature
 Date

 Parent or Legal Guardian for participants under 18

 Parent or Guardian Name
 Street Address City
 State Zip Code
 Signature
 Date




 OBSERVER RELEASE AND WAIVER OF LIABILITY 2



 Page 13 of 320
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Fire Submitter: DC Petit

 Title/Subject: Ride Along Program & Background Check Fee

 Approval Requested: Meeting Date:
 ☒ Board of Finance 6/29/2026
 ☒ City Council 7/13/2026
 ☐ Both BOF and Council Click or tap to enter a date.

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


 Signoff Needed Received? Approval Date Note
 Department Head Yes 5/28/2026 Michael Curtin

 Mayor’s Office Yes 6/9/2026 Lisa Gerlach
 Board/Commission Yes 6/10/2026 Submitted to list on 6/9/26
 City Attorney’s Office for memo and N/A Click or tap to Click or tap here to enter text.
 contracts or legal documents enter a date.
 City Attorney’s Office for memo and Yes 5/27/2026 Hayley McClenahan
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 6/9/2026 Katherine Schad
 Human Resources, if personnel action N/A Click or tap to Click or tap here to enter text.
 or policy enter a date.
 CIO, if IT-related N/A Click or tap to Click or tap here to enter text.
 enter a date.




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Page 27 of 320
 Resolution Relating to RESOLUTION________
 Sponsor(s): Bd. of Finance
 Introduced: ____________________
 RATIFICATION OF TENTATIVE AGREEMENT AND
 Referred to: ____________________
 AUTHORIZATION TO EXECUTE COLLECTIVE ______________________________
 BARGAINING AGREEMENT BETWEEN THE CITY OF Action: ________________________
 BURLINGTON AND IBEW (July 1, 2026 – June 30, 2029) Date: __________________________
 Signed by Mayor: ________________

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

 1 That WHEREAS, the City and the International Brotherhood of Electrical Workers (IBEW), have been
 2 negotiating the terms and conditions of a successor agreement to the Collective Bargaining Agreement that
 3 will expire on June 30, 2026; and
 4 WHEREAS, the negotiating teams of the parties have reached a Tentative Agreement for a new three
 5 year agreement, effective July 1, 2026; and
 6 WHEREAS, the International Brotherhood of Electrical Workers has ratified this Tentative Agreement
 7 on June 11, 2026;
 8 NOW, THEREFORE, BE IT RESOLVED that the City Council hereby ratifies and authorizes Mayor
 9 Emma Mulvaney-Stanak to execute a Collective Bargaining Agreement between the City and the IBEW for a
10 three year period from July 1, 2026 to June 30, 2029, in substantially the form attached hereto, subject to the
11 final review and approval of the City Attorney and Chief Administrative Officer.
12
13
14 LR/HM/Resolutions 2026/Ratification of Tentative Agreement and Authorization to Execute Collective Bargaining Agreement Between the City of
15 Burlington and the IBEW (July 1, 2026 – June 30, 2029)
16 6/23/26




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 Board of Finance and City Council Submission Checklist
 Department: Human Resources Submitter: Lynn Reagan, Director of HR

 Title/Subject: Ratification of IBEW CBA



 Approval: Meeting Date:
 ☐ Board of Finance 6/29/2026
 ☐ City Council 6/29/2026
 ☒ Concurrent 6/29/2026

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

Signoffs Received

 Date
 Signoff Needed Received Note
 Received
 Department Head Yes 6/22/2026 Lynn Reagan

 Mayor’s Office informed and approved memo Yes 6/23/2026 Lisa Gerlach
 Board/Commission, if required N/A
 City Attorney’s Office has approved contract N/A Click or tap Click or tap here to
 and/or legal documents, to enter a enter text.
 -Identify attorney in note date.
 City Attorney’s Office has approved memo and Yes 6/22/2026 Hayley McClenahan
 motion(s) or resolution(s)
 -Identify attorney in note
 CAO has reviewed budget, financing, and Yes 06/22/2026
 memo
 Human Resources, if personnel action Choose an Click or tap Click or tap here to
 -Identify HR Manager in note item. to enter a enter text.
 date.
 CIO, if an IT-related investment/purchase N/A Click or tap Click or tap here to
 to enter a enter text.
 date.


Materials Included

 Included? Note
 Final Memo Attached? Yes Click or tap here to enter text.
 Contract Attached, if applicable? No Click or tap here to enter text.
 Additional Materials, if necessary Choose an item. Click or tap here to enter text.
 Draft Resolution or Motion? Yes Click or tap here to enter text.
 If for submission to Council, are Yes Sarah Carpenter
 sponsors identified?




 Page 29 of 320
 HUMAN RESOURCES DEPARTMENT
 CITY OF BURLINGTON
 200 Church Street, Suite 102, Burlington, VT 05401
 Phone: (802) 865-7145
 Fax (802) 864-1777
 Vermont Relay: 7-1-1 or 800-253-0191


 To: Board of Finance
 City Council

 From: Lynn Reagan, Director of Human Resources
 Jessica Brown, City Attorney
 Darren Springer, General Manager

 Date: June 29, 2026

 Re: Ratification of tentative agreement

The City has concluded negotiations with Local 300 of the International Brotherhood of Electrical Workers
(IBEW) regarding the collective bargaining agreement covering the period from July 1, 2026, through June
30, 2029.

A tentative agreement was reached between the parties and subsequently ratified by the membership of
Local 300 on June 11, 2026.

A summary of the negotiated changes is outlined in the attached Memorandum of Agreement. Key
provisions include adjustments to wages, healthcare benefits, and other significant contractual items.


 Thank you,


 Lynn Reagan
 Director of Human Resources




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 Resolution Relating to RESOLUTION________
 Sponsor(s):
 Introduced: ____________________
 RATIFICATION OF TENTATIVE AGREEMENT AND
 Referred to: ____________________
 AUTHORIZATION TO EXECUTE COLLECTIVE ______________________________
 BARGAINING AGREEMENT BETWEEN THE CITY OF Action: ________________________
 BURLINGTON AND IBEW (July 1, 2026 – June 30, 2029) Date: __________________________
 Signed by Mayor: ________________

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

 1 That WHEREAS, the City and the International Brotherhood of Electrical Workers (IBEW), have been

 2 negotiating the terms and conditions of a successor agreement to the Collective Bargaining Agreement that

 3 will expire on June 30, 2026; and

 4 WHEREAS, the negotiating teams of the parties have reached a Tentative Agreement for a new three

 5 year agreement, effective July 1, 2026; and

 6 WHEREAS, the International Brotherhood of Electrical Workers has ratified this Tentative Agreement

 7 on June 11, 2026;

 8 NOW, THEREFORE, BE IT RESOLVED that the City Council hereby ratifies and authorizes Mayor

 9 Emma Mulvaney-Stanak to execute a Collective Bargaining Agreement between the City and the IBEW for a

10 three year period from July 1, 2026 to June 30, 2029, in substantially the form attached hereto, subject to the

11 final review and approval of the City Attorney and Chief Administrative Officer

12
13
14 Resolutions 2026/RATIFICATION OF TENTATIVE AGREEMENT AND AUTHORIZATION TO EXECUTE COLLECTIVE BARGAINING
15 AGREEMENT BETWEEN THE CITY OF BURLINGTON AND the IBEW (July 1, 2026 – June 30, 2029)
16 06/22/2026




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 City of Burlington


 Summary of MOA with the IBEW Union

 Subject to Ratification by the City Council
 June 29, 2026

Below is a brief summary of the highlights of the Tentative Agreements reached with the
Burlington Electric Department IBEW union. For details, please see the attached MOA.

Economics
1. Wages – 3.5, 4, 3.5 (lines 25-30)
2. Missed call-out – (lines 48-60)
3. Travel time pay – clarification (lines 64-66)
4. Shift differential (lines 120 – 128)
5. Meal Allowance (lines 132-156)
6. Health Insurance – contribution cap (lines 233-241)
7. Healthcare plan design (lines 242-261)
8. Holiday pay – 12 hour shift employees (lines 372-387)
9. Clothing & Footwear allowance (lines 432-507)


Non-Economics
1. Article numbers: converting Roman numerals in the Collective Bargaining Agreement to
American Standard numbers
2. 7.11 On-Call for Gas Turbine – change to job title only (line 114)
3. Mutual Aid Policy (financially related to employee but not City) (lines 176-207)
4. Retiree life insurance, clarification (lines 305-307)
5. Flexible spending account, clarification (lines 317-328)
6. Child Dependent care – remove of article (lines 332-335)
7. Vacation leave – clarification (lines 513-536)
8. Distinguish language between sick leave and disability leave (lines 541-765)
9. Bereavement leave, extension of usage (lines 767-793)
10. Retirement – change of FY dates (lines 814-870)
11. Temporary employee – clarification (lines 1006-1011)
12. Duration of agreement – dates adjusted (lines 1016-1020)




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 MOA for Ratification, May, 2026


 1 Final
 2 MEMORANDUM OF AGREEMENT
 3
 4 This Memorandum of Agreement (MOA), entered into by and between the International Brotherhood of
 5 Electrical Workers, Local No. 300, hereinafter “IBEW” and the City of Burlington, Vermont, hereinafter
 6 “City” is the product of collective bargaining conducted pursuant to the provisions of the Vermont
 7 Municipal Labor Relations Act, for the purpose of reaching a successor collective-bargaining agreement to
 8 the July 1, 2022– June 30, 2026 collective-bargaining agreement. The successor collective-bargaining
 9 agreement shall be effective from July 1, 2026 – June 30, 2029. Except where specifically amended by the
10 provisions and conditions of this MOA, all terms and provisions and conditions of the agreement in effect
11 June 30, 2026, are to remain in full force and are incorporated into this MOA are effective upon
12 ratification by the IBEW and by the City Council, unless specifically stated otherwise.
13
14
15 IBEW proposed converting all Roman numerals in the Collective Bargaining Agreement to American
16 Standard numbers.
17
18 ARTICLE VII 7
19 COMPENSATION
20
21 7.1 Wage Increases
22 For all Union bargaining unit members employed by the Department as of the date of execution
23 of this Agreement, the pay grades for each position that is covered by this agreement shall be
24 increased by the following percentages:
25 Beginning July 1, 20262, for the positions in effect during that period, six percent 3.5%
26 (6%);
27 Beginning July 1, 20273, for the positions in effect as of that date, five percent 4% (5%);
28 Beginning July 1, 20284, for the positions in effect as of that date, 3.5% four percent
29 (4%);
30 Beginning July 1, 2025, for the positions in effect as of that date, three percent (3%).
31
32
33 7.9 Minimum Call-Outs
34

35 (a) Except as otherwise herein provided, an employee who is called in to work at a
36 Department facility or work site outside normally scheduled hours shall be paid a
37 minimum of three (3) hours at the appropriate overtime time rate for each time called in.
38 The minimum call-in will begin when the employee clocks-in at a Department facility or
39 work site and ends when the employee clocks out.
40 An employee who is called at home during unscheduled hours regarding work function
41 issues where an attempted resolution is possible via a phone call or computer work shall
42 be paid a minimum of one (1) hour at the appropriate overtime rate for each time called.
43 If the remote work or call continues for more than one hour, the employee will be paid




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 MOA for Ratification, May, 2026


44 for all time spent on the phone or working remotely. Certain calls during unscheduled
45 hours are excluded from the one (1) hour payment. For example, health and safety calls;
46 calls where the employee doesn’t answer the calls; or the employee answers but declines
47 to perform substantive work.
48 An employee inappropriately missed for a call-out will be offered the opportunity for
49 additional work to compensate for the missed call-out. The additional work will be
50 arranged by the supervisor, in collaboration with the employee, and can occur any day
51 between Monday and Saturday. Shall be entitled to perform one and one-half hours of
52 make-up work. For such one and one-half hours of work, the employee be paid for a
53 three (3) hour minimum call-in. The employee shall not be entitled to be paid for travel
54 time for such additional work. The employee may perform such work prior to or directly
55 after their normal work day. Such time will be agreed upon by the employee and the
56 supervisor. Best efforts will be made to ensure the additional work performed ins in
57 furtherance of meeting the actual needs of the Department. Compensation for the work
58 shall be paid at the appropriate rate for which it should have been when the missed call-
59 out occurred (e.g. time and one-half / double time), or for the rate at which the
60 employee is due to be paid at the time the work is performed, whichever is greater.
61

62 (b) In addition, if an employee who is called in to a Department facility or work site works
63 longer than two (2) hours, the employee will be paid for half an hour of travel time each
64 way to and from home in addition to the minimum call-out. Travel time pay will apply to
65 shift employees if they get called in to work longer than two hours and they immediately
66 report to work within 1.5 hours. Travel time is paid at the employee’s regular rate, not
67 including any shift differential, and does not count as time worked for purposes of
68 calculating overtime. However, travel time does count as time worked for purposes of
69 determining the amount of rest time to which an employee is entitled, if any.
70
71 (c) The call out minimum shall not apply in any case where an employee is assigned to work
72 continuous overtime from the end of the regular workday. In such case, payment shall be
73 at the normal overtime rate for such continuous time.
74

75 (d) The call out minimum shall not apply in any case where an employee is called into work
76 one (1) hour or less immediately prior to the beginning of the regularly scheduled
77 workday. In such event, payment shall be at the overtime rate from the time of
78 commencement of work to the beginning of the regularly scheduled workday.
79
80 (e) An employee shall be guaranteed a minimum call out payment for all overtime work
81 scheduled on their scheduled day off, unless that overtime assignment is canceled prior
82 to the close of the preceding day worked.
83




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 MOA for Ratification, May, 2026


 84 (f) An employee scheduled for overtime work after the end of a regular work day and not
 85 continuous from the end of such work day, shall be guaranteed a minimum call out
 86 payment if the overtime work is canceled, unless the employee is notified of cancellation
 87 prior to the end of the regular work day.
 88

 89 (g) The minimum call out payment provided by subsection e shall not be paid even in the
 90 event of a late cancellation, if such cancellation is caused directly or indirectly by factors
 91 outside the Department's control.
 92
 93
 94 7.11 On-Call Compensation and Procedures for Gas Turbine (change to a job title only)
 95
 96 At least twice per year, the Department shall establish an on-call period for employees who
 97 are qualified to operate the Gas Turbine (“GT”) in order to qualify the GT to participate in
 98 the ISO-New England Forward Reserve Market (“FRM”).
 99
100 i.This FRM on-call period will consist of five (5) consecutive business days excluding NERC-
101 recognized holidays, from 2:00 p.m. to 10:00 p.m.
102
103 ii.The Department shall give qualified GT operators at least seven (7) days’ prior notice of
104 the on-call period. The on-call assignment shall rotate among the qualified GT Operators
105 in the bargaining unit.
106
107 iii.The on-call GT operator shall be required as a condition of employment to be
108 immediately reachable and immediately available for duty upon request by Department
109 management. The on-call GT operator shall be provided with a mobile phone or pager
110 by the Department and shall wear the mobile phone or pager during all off-duty hours in
111 the on-call period.
112
113 iv.The FRM on-call GT operator shall be paid eight (8) hours of pay at one hundred percent
114 (100%) of the first-class Electrician A Electrician II Technician position’s hourly rate for
115 each on-call period (“on-call pay”). This on-call pay shall be in addition to the on-call
116 employee’s regular wage, overtime pay, or minimum call-out pay (per Section 7.9) that
117 may be earned.
118
119 7.13 Shift Differential
120 As of the date of execution of this AgreementEffective July 1, 2026, an employee who works an
121 evening, night, or Sunday shift shall receive, in addition to the regular rate, a premium of two three
122 dollars and thirty-six cents ($3.002.36) per hour and effective July 1, 2027, an employee who works
123 an evening, night, or Sunday shift shall receive, in addition to the regular rate, a premium of Three
124 dollars and twenty cents ($3.20) per hour and effective July 1, 2028, an employee who works an
125 evening, night, or Sunday shift shall receive, in addition to the regular rate, a premium of three
126 dollars and thirty cents ($3.30) per hour. which shall be increased by six percent (6%) as of July 1,
127 2022, by five percent (5%) as of July 1, 2023, by four percent (4%) as of July 1, 2024 and three




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 MOA for Ratification, May, 2026


128 percent (3%) as of July 1, 2025.
129
130

131 7.15 Meal Allowance for Unscheduled Overtime
132 Provisions outlined within this section (7.15) shall not apply to work being completed remotely.

133

134 (a) Whenever a non-exempt employee works continuously two (2) or more hours prior to or
135 three (3) or more hours after their scheduled workday, they shall have the following
136 options:
137 i. Continue working and receive a Meal Allowance as defined below in section (c) in
138 their paycheck in lieu of a meal break. Payment of the Meal Allowance shall be
139 initiated on the employee's timesheet and be reimbursed to the employee in
140 their paycheck; or
141

142 ii. Cease working temporarily at a time approved by the supervisor for the purpose
143 of obtaining a meal. In such case, the cost of the employee's meal up to the
144 Meal Allowance as defined below in section (c) as verified by a receipt shall be
145 reimbursed to the employee on the written application of the employee
146 approved by their supervisor. The employee will not be paid for the period of the
147 meal break, which shall not exceed thirty (30) minutes in length.
148

149 (b) An employee shall be entitled to two (2) Meal Allowances as defined in section (c) if
150 required to contiguously work two (2) or more hours before and three (3) or more hours
151 after their normal workday.
152
153 (c) The Meal Allowance is defined as:
154 i.  Meal between 12:00AM-8:00AM is breakfast: $15.0022.00;
155 ii.  Meal between 8:00AM-4:00PM is lunch: $20.0023.00; and
156 iii.  Meal between 4:00PM-12:00AM is dinner: $25.0036.00.
157
158

159 (d) When an employee has been required to work five (5) or more consecutive hours of
160 emergency or unscheduled overtime, which is not contiguous with their regular work
161 hours, such employee shall be entitled to one of the options set forth in subsection a
162 above.
163




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 MOA for Ratification, May, 2026


164 (e) The provisions of subsections (a) and (b) hereof shall not apply to scheduled overtime
165 operations, or when an employee is called at home one (1) or more hours prior to the
166 requested reporting time (excluding up to one-half (1/2) hour travel time).
167

168 (f) Subject to the provisions of (e) eEmergency or unscheduled overtime means overtime
169 worked during an actual or threatened interruption of service. Service interruption in this
170 context means interruption of distribution of power, generation of power, or technology
171 systems needed for business operations.
172

173 (g) Scheduled overtime means, overtime which is planned prior to the end of the preceding
174 workday.
175

 7.17 Mutual Aid Policy
176 When crews are sent for Mutual aid on a weekday, excluding holidays, the hours between 7AM
177 to 3PM will be paid at the straight time rate of pay. All time worked beyond eight (8) hours, but
178 less than fourteen (14) hours, in a single workday will be paid at one and one- half (1 ½) times the
179 straight time rate. All hours worked that exceed the fourteen (14) hour period are calculated from
180 the time an employee commences work and is inclusive of meal and break times, but in no case
181 shall an employee be paid for time not actually worked. Further, if crews are called on a Saturday,
182 the first eight (8) hours will be paid at one and one half (1 ½) times the straight time rate unless
183 those hours roll over into Sunday at which time all Sunday hours will be paid at the double time
184 rate. All Saturday hours worked beyond the initial eight (8) hour block will be paid at the double
185 time rate. These rates of pay will remain in effect until they return to BED. Lastly, crews called out
186 on a Sunday or Holiday will be paid for all hours worked at the double time rate until they return
187 to BED.
188

189 Crews will be paid the prevailing wage of the two utilities involved (i.e. BED or the host utility)
190 whichever rate is higher. Apprentices will be paid the same prevailing rate at their current
191 percentage of first class wages.
192 Aid under this provision is intended to support system restoration, public safety, and continuity
193 of electric of electric service during events such as storms, natural disasters, major outages, or
194 other extraordinary circumstances. Employees assigned to work mutual aid for utility
195 companies outside the service area of BED, shall be paid two times (2x) the prevailing hourly
196 rate for all hours worked, to include travel. The prevailing hourly rate shall be defined
197 as the hourly rate which is higher between the two utilities. Notwithstanding, in instances where
198 BED has a pre-existing signed mutual aid agreement with a receiving utility or organization (e.g.,
199 NEPPA), the pay terms will align with the pre-existing agreement. In such instance, BED will pay
200 Employees assigned to work mutual aid the contractually agreed upon rate, which may be more
201 or less than 2x the prevailing hourly rate as described in this section.




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 MOA for Ratification, May, 2026


202 The Department requires that the host utility provide a minimum of six (6) hours of rest, excluding
203 meals and travel, after the initial thirty-six (36) hours of work. After the initial thirty-six (36) hours
204 of work the host utility will be required to provide a minimum of six (6) hours of rest, excluding
205 meals and travel, for every twenty-four (24) hours worked. BED crews will not be paid for rest
206 time. Rest time starts when an employee enters their room and ends when they leave the room
207 for their assignment.
208

209 The Department will not change this policy without advance notice to the Union by written
210 communications. The proposed change(s) shall be referred to the labor/management committee
211 for consideration.
212
213
214 ARTICLE VIII8
215 EMPLOYEE BENEFITS
216
217 8.2 Insurance
218 (a) Medical, Dental, and Hospital
219

220 i. The Department through the City maintains group medical, major medical,
221 hospital and dental benefits for all employees and their dependents. Dependents
222 are defined as legally married spouses and dependent children, domestic
223 partners or civil union partners (refer to Section 8.1).
224 ii. Eligible employees shall contribute a set percentage of the amount budgeted by
225 the City for the total cost of health insurance for the fiscal year (“the City’s Health
226 Fund Budget (Fund 150)”) by withholding a percentage of their regular base pay
227 on a pre-tax basis, based on the following schedule:
228 -
229 For fiscal year 2023, the total employee contribution will be twenty
230 percent (20%) of the City’s total Health Fund Budget (Fund 150), which
231 will be no more than 6.50% of each employee’s wages retroactive to July
232 1, 2022;
233 For fiscal year 20264, the total employee contribution will be twenty
234 percent (20%) of the City’s total Health Fund Budget (Fund 150), which
235 will be no more than 6.7550% of each employee’s wages;
236 For fiscal year 20275, the total employee contribution will be twenty
237 percent (20%) of the City’s total Health Fund Budget (Fund 150), which
238 will be no more than 6.507.0% of each employee’s wages;
239 For fiscal year 20286, the total employee contribution will be twenty
240 percent (20%) of the City’s total Health Fund Budget (Fund 150), which
241 will be no more than 6.757.0% of each employee’s wages;




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 MOA for Ratification, May, 2026


242 iii. The medical plan individual and family deductibles and the out-of-pocket
243 maximums will increase based on the following schedule:
244 From July 1, 2026 to December 31, 2027 the annual in-network
245 individual deductible will be $200 and the family deductible will be $400.
246 The annual out-of-pocket individual maximums will be $600 and the
247 family out-of-pocket maximum will be $1200
248
249 From January 1, 2028 to December 31, 2028 the annual in-network
250 individual deductible will be $300 and the family deductible will be $600.
251 The annual out-of-pocket individual maximums will be $700 and the
252 family out-of-pocket maximum will be $1400
253
254 From January 1, 2029 to December 31, 2029 the annual in-network
255 individual deductible will be $400 and the family deductible will be $800.
256 The annual out-of-pocket individual maximums will be $800 and the
257 family out-of-pocket maximum will be $1600
258
259
260 iv Effective January 1, 2027 the prescription co-pay tier will be as follows;
261 Generic - $10, Preferred - $25, and Non-preferred Brand - $50
262
263 V If at the end of the fiscal year, the total contractual contribution made by all
264 employees exceeds the percentage set for that fiscal year, the overage will be
265 credited to the total employee contribution in the following fiscal year, thus
266 reducing the percentage of wages required from employees that next fiscal year.
267 ivvi. Eligible employees will be covered on the first day of the month following their
268 date of hire.
269 vii. The benefits shall be provided through a self-insured plan or under a

270 group insurance policy, or policies issued by an insurance company, or

271 companies selected by the City. The Department may change the provider of

272 such coverage so long as the provisions thereof remain substantially equivalent.

273 The components of the benefits as of the date of execution of this Agreement

274 are as set forth in Appendix F. In addition, Medicomp benefits will not be offered

275 after March 9, 2016 to any person not already receiving them. If these benefits




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 MOA for Ratification, May, 2026


276 are insured by an independent company, all benefits are subject to the provisions

277 of the policies between the City and the insurance company. New prescription

278 drug co-pays are listed in Appendix F. The City may offer alternative health

279 benefit plan options, such as a high deductible health plan, to all eligible

280 employees. Such alternative plans shall be in addition to the plan described in

281 appendix F hereof, and employee participation shall be entirely optional as

282 elected by the employee during eligible open enrollment events. Such

283 alternative plans shall not be required to confirm to the contribution limits

284 outlined in Appendix F. Notwithstanding the availability of any alternative

285 plan(s), the City shall at all times this Agreement is effect make available, and

286 employees may elect to enroll in, the plan described in Appendix F hereof.


287 viii. An employee's medical and hospital coverage will expire on the first day of the
288 next month following an employee's last day of employment. If an employee
289 separates from the Department and remains uninsured, under COBRA guidelines
290 the Department shall allow them to purchase the current medical insurance
291 coverage until they are otherwise insured, in accord with COBRA guidelines and
292 regulations for a period not to exceed eighteen (18) months. Dental coverage
293 will expire on the first day of the next month following an employee’s last day of
294 employment.
295 viiix. Except as provided above, there shall be no change in the health care plans
296 available to Union employees or in the employee contribution levels for such
297 coverages.
298 viiix. The annual stipend paid to eligible covered employees who opt out of the
299 Department’s health insurance program shall be One Thousand two hundred and
300 fifty Dollars ($1,250.00).
301 To receive this annual stipend, an employee must not be receiving health
302 insurance coverage through the City of Burlington.
303
304 (b) Life Insurance
305 A retiree life insurance benefit of $10,000 shall be available for retirees. Retirees, actively
306 collecting a monthly pension check, shall receive a life insurance benefit of $10,000
307 upon retirement.
308




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309
310
311 8.4 Health Care Flexible Spending Account
312 This program allows an employee to anticipate out-of-pocket medical expenses by depositing pre-
313 tax earnings into a flexible spending account from which the employee is reimbursed for qualified
314 health expenses not covered by insurance. Therefore, those expenses are exempt from federal,
315 state, and FICA taxation.
316
317 The flexible spending plan year shall runs from January 1st through December 31st. The
318 maximum dollar amount that may be contributed to a Flexible Spending Account shall be
319 established annually by the City of Burlington not to exceed the amount established by the
320 Internal Revenue Service (IRS) and become effective January 1 of each year. Beginning January 1,
321 2017, a maximum of $2,550 per plan year may be deposited in the flexible spending account.
322
323 The money in this account may be used only for medical, and dental and vision expenses as
324 outlined in the IRS Code. Money not used for eligible expenses during a plan year must maybe
325 forfeited under IRS guidelines. Employees may carry over a contribution amount, established
326 annually by the City of Burlington not to exceed the amount established by the IRS, of unused
327 amounts remaining at the end of the plan year to the following plan year. up to $500 of unused
328 amounts remaining at the end of a plan year to the following plan year.
329
330
331 8.5 Child/Dependent Care Benefits
332 (b) Childcare Subsidy Program
333 An eligible employee must have a total family income of $40,000 or less per year and at
334 least one child age 6 or younger attending eligible childcare. The subsidy program will pay
335 employees up to $20 per week per child toward the cost of the dependent's childcare.

336 (c) Dependent Care Assistant Plan (DCAP)
337 The Dependent Care Assistance Plan commences on January 1st of every year. The DCAP
338 is a salary reduction/reimbursement plan, which allows employees to use tax-free dollars
339 to pay their dependent care expenses. Dependent care includes childcare expenses as
340 well as expenses incurred for the care of an employee's dependent (spouse, child,
341 parent...) who is mentally or physically incapable of caring for themself.
342

343 The DCAP establishes a tax-sheltered account for funds, which reimburse employees for
344 child or dependent care expenses. Employees must sign up for the plan by December,
345 prior to the January beginning that plan year. At the start of each plan year, the
346 employee determines how much they want deducted from their weekly wages (and thus,
347 not taxed). This amount is taken out of the employee's paycheck and deposited in a
348 DCAP account each week.
349




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350 The employee then submits receipts from the dependent care provider to the DCAP
351 vendor designated by Human Resources up to twelve (12) times per calendar year, and
352 the Department vendor will reimburse the employee for their dependent care expenses.
353 through their weekly payroll check. Employees may reduce their taxable income by an
354 annual amount established by the City of Burlington not to exceed the amount
355 established by the IRS.as much as their total cost for dependent care, or the total of their
356 earnings, but no more than $5,000.
357
358 Money not used for eligible expenses during a plan year must be forfeited under IRS
359 guidelines.

360
361
362
363 8.6 Educational Aid (change to referenced articles only)
364 iii. New enrollment in VEAPs and Apprentice programs shall be subject to budgetary
365 limitations as determined on an annual basis by the Department; however, those
366 employees that have already begun an approved educational program will be allowed
367 to complete said program subject to the provisions of subsections 8..61(b) Voluntary
368 Employee Advancement Programs and 8.626 (c) Apprentice Programs.
369
370
371 ARTICLE IX 9– WORK CONDITIONS
372 9.4 Twelve-hour Shifts
373 For regular shift employees:
374 (h) Employees are required to work holidays if they are scheduled to do so. If they request the
375 time off and the leave is granted the employee shall be paid twelve (12) hours of holiday time at
376 straight time for Christmas, New Year, Thanksgiving, July 4th and Labor Day holidays. For all
377 remaining holidays, the employee shall be paid eight (8) hours of holiday time at straight time
378 and they must take the remaining hours of their shift from their vacation hours.is paid eight (8)
379 hours of holiday time at straight time and they must take the remaining hours of their shift from
380 their vacation hours.
381 For spare shift employees:
382 (v) Employees are required to work holidays if they are scheduled to do so. If they request
383 the time off and the leave is granted the employee shall be paid twelve (12) hours of
384 holiday time for Christmas, New Year, Thanksgiving, July 4th,and Labor Day holidays. For
385 all remaining holidays, the employee shall be paid eight (8) hours of holiday time at
386 straight time and they must take the remaining hours of their shift from their vacation




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387 hours. is paid eight (8) hours of holiday time at straight time and they must take the
388 remaining hours of their shift from their vacation hours.
389
390
391 9.8 Minimum Rest
392

393 (a) A non-shift employee who works any overtime between 11:00 p.m10:00pm. and 6:00
394 a.m. will be entitled to one (1) hour of paid rest time for each hour worked (including
395 travel time as described in 7.9(b) above) during this seven (7)-eight (8) hour period,
396 starting at the beginning of the employee’s regular shift that day. If the employee and
397 supervisor agree, the employee may begin the regular shift and take the rest time on the
398 same hour-for-hour basis at the end of the shift, or if that is not possible, at the
399 beginning of the next shift, if the next shift occurs on the next calendar day. If the
400 employee is required to work through the employee’s regular shift and there is no
401 agreement to take rest time at the beginning of the next shift, the employee will be paid
402 time-and-a-half during the period the employee is working that should have been rest
403 time. If the employee is not scheduled to work a regular shift on the day the rest time is
404 incurred, the employee shall not receive rest time.
405

406 (b) An employee who has worked continuously fourteen (14) hours or more shall be entitled
407 at the end of the work assignment to eight (8) continuous hours of rest (exclusive of
408 travel time and established lunch period), before reassignment or reporting for the
409 normally scheduled work day or reassignment. If such rest period should overlap the
410 employee's normal workday, they shall suffer no loss in pay for the time of such overlap`
411

412 (c) If an employee is required to return to work before the appropriate minimum rest period
413 has elapsed, they shall be paid at the prevailing rate until the full continuous rest period
414 has been granted.
415

416 (d) If employees must be called into work, an employee who is on a rest period will be the
417 last one called in.
418

419 (e) Management generally will attempt to ensure that employees receive their full rest time
420 as soon as possible following the overnight call-in, as the goal is to ensure that employees
421 have at least six (6) hours of rest before starting their regular shift.
422
423




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424 9.10 Equipment and Apparel
425

426 (a) The Department shall furnish at no expense to the employee all proper and necessary
427 tools and protective equipment which it requires an employee to use in the performance
428 of their duties. Except as provided in this section, all such tools and protective equipment
429 shall be and remain the property of the Department. When renewals or replacements
430 are requested, the old tools and protective equipment must be turned in or the loss
431 thereof satisfactorily explained.

432 (b) Prescription Safety Glasses: See Appendix G.

433 (c) Employee Clothing & Footwear Allowance:
434 i. Beginning July 1, 20162026, for specific identified employees working in specified
435 areas or jobs, the Department will provide an allowance to purchase, or will
436 purchase outright, fire retardant (FR)/arc-rated (AR) protective clothing and
437 footwear as required and outlined in Section 6, Item 3 of the BED Accident
438 Prevention Manual, Suitable Clothing Policy (“the Suitable Clothing Policy”) and
439 Suitable Footwear Policy, respectively. Whether the Department provides an
440 allowance or purchases outright for the employee will be determined by the
441 category level the job function is assigned. These levels are outlined in the BED
442 Procedures for PPE Clothing, Exhibit A.
443

444 ii. The Department will set up the individual allowance for each eligible employee
445 with a vendor or vendors determined by the Department. The Department may
446 designate one or more vendors for employees to procure clothing and footwear.
447 If more than one vendor is made available, employees shall designate their
448 preferred vendor at the start of each fiscal year, which shall be the sole vendor
449 from which they may purchase these items for such fiscal year.
450

451 iii. The employee clothing and footwear allowance program consists of lists three
452 specific Levels applicable to Union employees:
453 - Level 1 is employees who require FR/AR clothing and footwear as part of
454 their daily, routine work and are in positions with more extreme working
455 conditions. They will have receive a $2,000 allowance at the start of
456 employment and a $1,450 allowance at the beginning of fiscal year 2027,
457 allowance of $650.00 $1,550 allowance at the beginning of fiscal year
458 2028 and $1,600 allowance at the beginning of fiscal year 2029..
459 - Level 2 is employees who require FR/AR clothing and footwear as part of
460 their daily routine workon a “non-routine” basis. They will receive a
461 $2,000 allowance at the start of employment and a $1,200 allowance at




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462 the beginning of fiscal year 2027, 2028 and 2029.have a biannual (every
463 two fiscal years) allowance of $650.00.
464 - Level 3 is employees who require FR/AR coveralls clothing and footwear
465 on a “non-routine” basis. They will receive $600 allowance at the start of
466 employment and a $400 allowance at the beginning of fiscal year 2027,
467 2028 and 2029. The Department will purchase these items annually.
468
469 In addition, McNeil employees who are eligible under the clothing allowance
470 program will also be given each fiscal year, by the Department, a standard pair of
471 non-FR/AR work coveralls.
472
473 Any new hires or persons transferred into a position that requires FR/AR clothing
474 and footwear within the three levels shall receive a set of clothing as defined in
475 the Suitable Clothing and Suitable Footwear Policy.
476
477 This allowance shall only be used for FR/AR clothing required by OSHA standards
478 and ,the Suitable Clothing Policy, Suitable Footwear Policy, and not for any other
479 clothing or other items. At no time will this allowance be paid directly to an
480 employee.
481
482 iv. If employees damage their clothing or footwear at work, employees shall replace
483 the damaged items using any remaining balance from their annual or carried
484 forward allowance. If the employee has not remaining allowance, the department
485 In addition to the annual clothing allowance, the Department will replace any
486 damaged clothing or footwear item that no longer provides the protection it was
487 designed to provide, pursuant to OSHA standards, and the Suitable Clothing
488 Policy, and the Suitable Footwear policy, unless the clothing or footwear has been
489 lost or intentionally damaged. Clothing that has been lost or intentionally
490 damaged must be replaced at the employee’s own expense.
491 iv.v. Unused clothing and footwear allowance amount from any fiscal year in this
492 agreement can be carried forward to the following fiscal year. However, this
493 forward amount plus the current year allowance amount shall not exceed 1.5
494 times the annual amount allocated in Article 9.2(c) iii. Any amount exceeding 1.5
495 times the annual allowance amount on July 1st each year will no longer be available
496 to employees in any year.
497
498 v.vi. Upon separation of employment Aany clothing purchased pursuant to this section
499 shall belong to the employee and need not be returned to the Department prior
500 to separation from employment unless it has not been worn.Upon notice of an
501 employee’s separation from the department, any and all clothing and footwear
502 allowance balances will be transferred back to the department.




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503

504 vi.vii. An employee who is required by OSHA standards, or the Suitable Clothing Policy
505 or the Suitable Footwear Policy to wear FR/AR protective clothing and footwear
506 shall wear that clothing and footwear while on duty. The employee is
507 responsible for laundering their own clothing in accordance with the
508 manufacturer’s instructions and the employer’s training.
509

510 (d) Employee Footwear Program: See Appendix H.

511
512 ARTICLE X 10- LEAVES
513 10.4 Vacation Leave

514 Vacation leave may be taken as earned time after completion of six (6) three (3) months of
515 employment according to the following schedule (accrued on a weekly basis within a fiscal year):
516

517 (c) Payment for Unused Vacation Leave

518

519 An employee who has successfully completed their probationary period and who separates from
520 Department employment after six (6) months of service shall be paid for accumulated vacation
521 benefits of up to three hundred sixty (360) hours.

522

523 Upon separation, an employee may choose to be paid for the value of up to those three hundred
524 sixty (360) hours of accumulated vacation time in a lump sum or over a period of time. Regardless
525 of how the vacation accrual is paid out, the employee's last day of actual work shall be considered
526 their last day of employment and at that time the employee's active status ends. For clarity, the
527 past practice of employees taking extended vacation leave prior to separation and returning for a
528 single “last day of actual work” will no longer be continued and will not be approved.

529

530 Employees who choose to be paid out accumulated vacation leave over a period of time shall
531 accrue During the payout time attributable to the use of accumulated vacation leave after an
532 employee's last day of actual work, no sick, holiday, personal or vacation leave during such time
533 shall be earned. Holiday pay earned during the vacation payout will be included in the employee’s
534 final pay, whether it is taken as a lump sum or paid out over time.

535




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536 Upon retirement, an employee's last day paid will be calculated incorporating any vacation
537 payout and this will be the date used in determining the employee's length of creditable service.
538
539
540
541 (This section’s revision was to distinguish the sick benefit from the disability benefit)
542 10.5 Sick Leave/Disability Leave
543

544 (a) Sick leave may be used to care for the employee’s own physical or mental illness, injury,
545 or medical condition that prevents them from performing their regular duties as
546 scheduled. Sick leave shall also be granted to allow an employee to obtain professional
547 diagnostic, preventative, routine or therapeutic healthcare that cannot be scheduled
548 outside of working hours; to care for a sick, injured or disabled member of their
549 immediate family, including helping that individual obtain diagnostic, preventative,
550 routine, or therapeutic health treatment, or accompanying them to an appointment
551 related to long-term care; or to arrange for social or legal services or obtain medical care
552 or counseling for themselves or an immediate family member who is a victim of domestic
553 violence, sexual assault, or stalking or is relocating because of any of these. Immediate
554 family includes: spouse, party to a civil union, domestic partner, parents, parent-in-law,
555 grandparent, siblings, children, grandchildren, and foster children. In addition, sick
556 leave may be used for dependent care due to emergencies. “Emergencies” are, by
557 definition, unexpected, short-term events, such as illness of a daycare provider or when
558 the school or business (including a care facility) where an immediate family member is
559 normally located during the employee’s workday is closed for public health or safety
560 reasons. Disability leave shall mean any leave attributable to any physical or mental
561 disability due to sickness or accident not willfully or intentionally provoked by the
562 employee, and preventing the performance of their regular or usual duties, including
563 disabilities caused or contributed to by pregnancy, miscarriage, abortion, child birth and
564 recovery there from.
565

566 (b) In the event of a sickness disability on account of accident or sickness, each employee
567 shall be entitled to the following benefits, less any disability benefits received from
568 Workers‟ Compensation or Social Security:
569

570 i. If disability is caused by sickness or accident attributable to their employment, an
571 employee shall be paid (see §§10.6 and 10.7 herein) for the period during which
572 the employee is so disabled, but not in excess of twelve (12) calendar months for
573 any one such disability.
574




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575 ii. If disability is not caused by sickness or accident attributable to their
576 employment, an employee shall be paid if the employee has unused disability
577 sick leave.
578

579 (c) An employee earns disability sick leave according to the following schedule:
580

581 Sick Leave Hours of Disability
582


 Months of Service Leave Earned per Year (In Hours)

 Zero (0) through sixty (60) months Ninety-six (96)
 Over sixty (60) through one hundred One hundred twenty (120)
 twenty (120) months

 Over one hundred twenty (120) months One hundred and forty four (144)
583

584 (d) Except as otherwise provided in this section, any employee eligible for disability sick leave
585 benefits, who is paid less than their regularly scheduled work week (excluding advance
586 pay, military leave, legislative service and disciplinary action), shall have their disability
587 sick leave prorated for that week.
588

589 (e) An employee is entitled to accumulate disability sick leave without maximum.
590

591 (f) Except as otherwise provided in this section, no employee shall be entitled to payment
592 for unused disability sick leave upon separation from employment with the Department.
593

594 (g) Unless otherwise noted, a certificate of disability medical note from a physician shall be
595 the responsibility of the employee.
596

597 (h) In order to be eligible for a disability sick benefit, an employee who is absent from work
598 on account of accident or sickness must:
599

600 i. Inform the immediate supervisor or Sector Manager of such fact at the first
601 reasonable opportunity, which shall be no later than the commencement of the
602 employee’s normal work day;
603




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604 ii. Submit upon request a certificate of disability medical note from their physician
605 in order to be eligible for benefit for that particular absence;
606

607 iii. If the employee is convalescing at home, they must report to the Department
608 either in person, by telephone or letter at least once per week. If the employee is
609 away from their place of residence, a physician’s statement explaining why such
610 absence is necessary, along with an estimate of the required period of absence,
611 must be submitted.
612

613 (i) In the event of disability on account ofof an absence related to an accident or sickness,
614 the Department reserves the right to require a doctor’s certificate to confirm the
615 employee’s fitness to return to work.
616
617 (j) In order to determine an employee’s eligibility for disability sick leave, the Department
618 may require, at its expense, an examination by a physician of its choice. The decision of
619 the Department’s physician shall be final.
620

621 (k) Disability Sick leave may be denied upon a determination that the employee has taken
622 time off due to the employee’s willful act or wanton recklessness or that the employee’s
623 condition is not sufficiently serious to justify the disability sick leave.
624

625 (l) Unless disability sick leave has been denied pursuant to subsection 10.5(k), an employee
626 disabled by accident in the line of duty shall be entitled to reinstatement to their former
627 position or to placement within a vacant similar job and pay classification for a period of
628 two (2) years after the onset of the disability; an employee disabled other than in the line
629 of duty shall be entitled to reinstatement to their former position or to placement within
630 a vacant similar job and pay classification for a period of one (1) year after the onset of
631 the disability.
632

633 (m) An employee who has accumulated at least two hundred fifty-six (256) hours of disability
634 sick leave may convert disability sick leave to vacation leave at the rate of two (2) hours
635 of disability sick leave to one (1) hour of vacation leave. A minimum balance of two
636 hundred forty (240) hours of disability sick leave is to be maintained. An eligible
637 employee, who chooses to convert more than eighty (80) hours of disability sick leave to
638 vacation leave, must maintain a minimum balance of twelve hundred (1,200) hours of
639 disability sick leave. No less than sixteen (16) hours of disability sick leave may at any one
640 time be converted to vacation leave. In no event shall the provisions of Section 10.4,




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641 Vacation Leave, be violated. A conversion under this subsection may be done no more
642 than one (1) time per fiscal year.
643

644 An employee’s maximum conversion rights shall be according to the following schedule,
645 provided the appropriate minimum balance of disability sick leave is maintained:
646

 Years of Service Conversion Hours

 Zero (0) through twenty-four (24) Eighty (80) sick to forty (40) vacation
 Over twenty-five (25) through twenty- One hundred sixty (160) sick to eighty (80)
 nine (29) vacation
 Over thirty (30) Two hundred forty (240) sick to one
 hundred twenty (120) vacation

647
648 (n) Upon regular or disability retirement or in the event of employee death, unused disability
649 sick leave shall be converted at a ratio of 2:1, up to two hundred forty (240) hours of
650 disability sick leave, to one hundred twenty (120) hours of pay. The conversion may not
651 bring the disability sick leave balance below two hundred forty (240) hours. This one-time
652 conversion to pay shall take place during the last week paid and shall be classified as
653 other earnings. In the case of disability retirement, the conversion takes place as of the
654 day the employee is approved for disability retirement. The conversion of the two
655 hundred forty (240) hours may be in addition to the conversion rights of Subsection 10.5
656 (m).
657

658 (o) During the period attributable to the use of accumulated vacation time immediately
659 preceding an employee’s separation, no disability sick leave shall be earned
660

661 (p) A Department employee who transferred from another City Department shall be credited
662 with prior continuous City service for the purpose of determining their rate of earning
663 disability sick leave. Said employee shall receive credit for previous unused disability sick
664 leave up to a maximum of two hundred forty (240) hours.
665

666 (q) Voluntary Sick Leave Bank
667

668 Lengthy illness, or injury, may exhaust an employee’s sick leave and vacation leave,
669 creating a hardship for the employee. To provide additional assistance to Department




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670 employees, a volunteer sick leave pool has been established to which employees may
671 donate vacation leave eligibility to benefit fellow employees.
672

673 The sick leave pool is designed, and has been implemented, primarily to assist employees
674 who have not yet been able to accumulate sick leave, or who may encounter a personal
675 serious illness or injury, or who requires leave due to a serious illness or injury of an
676 immediate family member (e.g. spouse, domestic or civil union partner, child, foster
677 child, parent, grandparent, grandchild, sibling, in-law).
678

679 Leave Donation: Any employee may donate vacation leave time to the Pool, but must
680 have at least one (1) week of vacation time remaining after any donation. Donations may
681 be made at any time throughout the year, and must be made in blocks of eight (8) hours.
682 The maximum amount of leave that can be donated by one employee in a calendar year
683 shall not exceed one-hundred twenty (120) hours, unless otherwise approved by the
684 General Manager or their designee. The sick leave pool will accumulate from year to
685 year. The identity of the donors and recipients shall remain confidential.
686

687 Eligibility: To be eligible to receive sick leave from the pool, an employee must have
688 exhausted all their accumulated sick leave, have exhausted all but one (1) week of their
689 vacation leave, and have a reasonable expectation of returning to work within six (6)
690 months of their last paid and/or vacation leave day.
691
692 Procedure: An employee must request that they receive days from the sick leave pool.
693 Requests will be reviewed by a review committee made up of one non-union employee
694 appointed by Department management and one Union employee appointed by the IBEW
695 Business Manager. Awards will normally be made in blocks of five (5) normal working
696 days.
697

698 No sick leave or vacation accruals shall occur for individuals who are utilizing the sick
699 leave pool.
700
701
702
703 10.6 Short Term Disability Leave
704 (a) Eligibility
705

706 To be eligible to receive benefits under the short term disability leave:
707




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708 i. An employee must be full-time exempt or non-exempt or a regular part-time
709 employee (Section 14.1, Definitions) and have worked for the Department for at
710 least one (1) year and have been unable to perform their duties for a minimum
711 of two (2) consecutive weeks, or the number of hours equal to twice the
712 regularly scheduled work week in consecutive weeks, due to sickness or
713 accidental injury not substantially caused by the employee's intentional and/or
714 negligent behavior.
715

716 ii. Said hours shall come from accumulated disability sick leave, if available,
717 applicable holiday leave and may include vacation leave.
718

719 iii. The employee must have provided a written certificate from their physician
720 attesting to the disability. Periodic physician certifications may be requested
721 during the period of disability. In the event the Department deems it necessary,
722 it shall have the option of having a doctor of its choice, at its expense, examine
723 the employee.
724

725 iv. If the employee is convalescing at home, they must report to the Department
726 either in person, by telephone or letter, at least once per week. If the employee
727 is away from their place of residence, a physician's statement explaining why
728 such absence is necessary, along with an estimate of the required period of
729 absence, must be submitted.
730

731 (b) Benefit Payment Schedule
732

733 After benefit waiting period, the Department will match each hour of sick time an
734 employee uses during the disability period. After exhausting sick time, said employee
735 may use vacation time to be matched by the Department in the same manner as sick
736 time. In the event that an employee runs out of sick time while still disabled and elects
737 not to use vacation time (or has none accumulated), the Department would then pay the
738 employee at 50% of their weekly wages until the employee is able to return to work
739 (subject to payment period below).
740

741

742 (c) Benefit Payment Period
743




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744 An eligible employee shall be entitled to the benefits of this short-term disability leave for
745 a maximum of three (3) months. After an employee's benefits pursuant to this section
746 have been exhausted, the employee may continue to exhaust their accumulated sick,
747 vacation, holiday or other time which they have accumulated before receiving benefits
748 pursuant to this section. An employee granted a disability retirement by the City's
749 Retirement Board may not receive benefits under this section after the date of the
750 disability retirement.
751

752 (d) In the event of approval for disability retirement, the maximum entitlement of this short-
753 term disability benefit shall be equal to the number of short-term disability hours
754 required, in addition to accumulated vacation and holiday time and conversions per
755 subsections 10.5 (m), to meet/supplement the earliest date on which the employee is
756 entitled to disability retirement. This date may be ninety (90) days after the onset of the
757 disability or the date approved for disability retirement by the City Retirement Board,
758 whichever is later. In no event shall subsection 10.5 (b) and/or 10.5 (c) be violated.
759

760 (e) In the event that the disability is related to childbirth, the requirements of subsections
761 10.5 (h) i., ii., and iii., shall not apply for up to six (6) weeks after the birth for a normal
762 delivery and eight (8) weeks for a C-Section. Any longer entitlement to benefits under this
763 section must be supported by physician certification of disability.
764
765 (f) An employee shall not earn vacation and/or sick leave for the time donated by the
766 Department pursuant to this Short Term Disability Leave benefit.
767

768 10.9 Bereavement Leave

769 The purpose of bereavement leave is to enable an employee to take care of personal arrangements
770 and needs caused by the death of a member of their family or domestic partner and to relieve
771 them of the concern over loss of earnings on the regularly scheduled workdays. immediately
772 following the death. If a death occurs during an employee's scheduled vacation, additional vacation
773 day(s) may be granted to make up for those used for bereavement leave. An employee may utilize
774 vacation or personal leave to supplement bereavement leave.
775

776 (g) Death of Spouse, Domestic or Civil Union Partner, or Child
777 Upon the death of an employee's spouse, domestic or civil union partner, civil union
778 partner or child, the employee may request and the Department Head or their designee
779 may grant bereavement leave of up to ten (10) working days, consecutively or non-
780 consecutively within twelve (12) months of the death. immediately following such death
781 without loss of pay.
782




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783 (h) Death of Parent
784 Upon the death of an employee's parent, the employee may request and the Department
785 Head or their designee may grant bereavement leave of up to five (5) working days,
786 consecutively or non-consecutively within twelve (12) months of the death. immediately
787 following such death without loss of pay.
788

789 (i) Death of Immediate Family Member
790 Upon the death of an immediate family member not otherwise mentioned above (such
791 as grandmother, grandfather, brother, sister, father-in-law, mother-in-law, brother-in-
792 law, or sister-in- law), the Department Head or their designee may grant up to three (3)
793 working days leave with pay, consecutively or non-consecutively within twelve (12)
794 months of the death.
795
796 (j) Other
797 Upon the request of the employee, the Department Head or their designee may grant up
798 to one (1) working day hours leave with pay to attend the funeral of a personal friend or
799 member of the employee's family not mentioned herein.
800

801 ARTICLE XII12
802 PERSONNEL MATTERS
803
804 12.5 Retirement

805 The City shall keep in effect a Retirement Ordinance throughout the duration of this Agreement.
806 The benefit levels provided therein shall remain unchanged from those that existed for Burlington
807 Electric Department IBEW employees on July 1, 2004, except as follows:
808

809 A. Current Employees hired before May 4, 2008:
810

811 1. Employees shall contribute to the Burlington Employees’ Retirement System
812 (BERS) a percentage of their annual salary. The total contribution required from
813 both the City and employees will be based on the annual system valuation
814 prepared by the City’s actuaries:
815 - For fiscal year 2023, retroactive to July 1, 2022, employees shall
816 contribute 30% (and the City contribute 70%) of the total contribution
817 required to BERS. For FY23 this shall mean that employees contribute no
818 more than 7.00% of employee base pay.




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 MOA for Ratification, May, 2026


819 - For fiscal year 20247, employees shall contribute 30% (and the City
820 contribute 70%) of the total contribution required to BERS. For FY247
821 this shall mean that employees contribute no more than 7.00% of
822 employee base pay.
823 - For fiscal year 20258, employees shall contribute 30% (and the City
824 contribute 70%) of the total contribution required to BERS. For FY258
825 this shall mean that employees contribute no more than 7.00% of
826 employee base pay.
827 - For fiscal year 20269, employees shall contribute 30% (and the City
828 contribute 70%) of the total contribution required to BERS. For FY296
829 this shall mean that employees contribute no more than 7.00% of
830 employee base pay.
831
832
833 2. These employee contributions shall be administered as a pre-tax deduction
834 consistent with requirements of the Internal Revenue Service.
835

836 3. Employees who retire and elect the one-half (1/2) COLA option shall have benefits
837 calculated using a 1.9% factor for all years of creditable service prior to May 4,
838 2008 and a factor of 1.8% for all years of creditable service after that date.
839

840 4. Employees who retire and elect the No COLA option shall have benefits calculated
841 using a 2.2% factor for all years of creditable service prior to May 4, 2008, and a
842 factor of 2.0% for all years of creditable service after that date.
843

844 5. Employees in service on or after July 1, 2001, who retire and elect a full COLA
845 option shall have benefits calculated using a 1.6% factor for all years of creditable
846 service up to twenty-five (25) years of service and a .5% factor for all additional
847 creditable years of service.
848

849 6. The annual full COLA adjustment factor for employees who retire after the date of
850 execution of this contract shall be based on the CPI-U-Northeast, with a cap of two
851 and three-quarters percent (2.75%), counting each 0.1 increment.
852

853

854 B. Current Employees Hired After May 4, 2008:
855




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 MOA for Ratification, May, 2026


856 1. Employees shall contribute the following percentage of base pay to their
857 retirement:
858 - For fiscal year 2023, retroactive to July 1, 2022, employees shall
859 contribute 30% (and the City contribute 70%) of the total contribution
860 required to BERS. For FY23 this shall mean that employees contribute no
861 more than 7.00% of employee base pay.
862 - For fiscal year 20274, employees shall contribute 30% (and the City
863 contribute 70%) of the total contribution required to BERS. For FY274
864 this shall mean that employees contribute no more than 7.00% of
865 employee base pay.
866 - For fiscal year 20285, employees shall contribute 30% (and the City
867 contribute 70%) of the total contribution required to BERS. For FY285
868 this shall mean that employees contribute no more than 7.00% of
869 employee base pay.
870 - For fiscal year 20296, employees shall contribute 30% (and the City
871 contribute 70%) of the total contribution required to BERS. For FY269
872 this shall mean that employees contribute no more than 7.00% of
873 employee base pay.
874 -
875 2. These employee contributions shall be administered as a pre-tax deduction
876 consistent with requirements of the Internal Revenue Service.
877

878 3. Employees retiring at age sixty-five (65) or thereafter shall have benefits calculated
879 at a one and four-tenths percent (1.4%) factor for all years of creditable service up
880 to twenty-five (25) years of service and a five-tenths percent (0.5%) factor for all
881 additional years of creditable service.
882

883 4. There shall be no one-half (1/2) COLA or No COLA options. All employees hired
884 after May 4, 2008, shall receive the full COLA option.

885 5. The annual full COLA adjustment factor for employees who retire after the date of
886 execution of this contract shall be based by BERS on the CPI-U-Northeast, with a
887 cap of two and three-quarters percent (2.75%), counting each 0.1% increment,
888 except if the retirement system’s funding level falls below 70% funded or the
889 fund’s rate of return fails to meet the anticipated rate of return.

890 6. Contributions will not be required for employees having thirty-five (35) or more
891 years of creditable service. Also, if an employee who has made contributions to




 Page 56 of 320
 MOA for Ratification, May, 2026


892 the retirement system but retires before completing three (3) years of service, the
893 employee shall be reimbursed for the employee’s contributions.
894

895 7. All employees hired on and after October 30, 2012, shall have their average final
896 compensation computed on the basis of their five (5) highest earning years. All
897 employees hired before then shall continue to have their average final
898 compensation computed on the basis of their three (3) highest earning years,
899 except that if such employee receives an increase in compensation of ten
900 percent (10%) or more in any year of their last five (5) years of service, the
901 average final compensation for such employee shall be based on their five (5)
902 highest earning years.
903

904 8. No retirement COLAs will be received by employees until they reach age sixty-
905 five (65) unless the City’s retirement system’s funding level reaches eighty-one
906 percent (81%) funded or more, except for those IBEW bargaining unit members
907 who elected to pay the extra one percent (1.0%) for early retirement under
908 Section 12.5(D)(2) below.
909

910

911 C. Vesting
912

913 1. Vesting - Effective as of the date of execution of this Agreement, an employee
914 will be fully vested in the Burlington Employee Retirement System after having
915 completed five (5) years of service with the City; there will be no more partial
916 vesting. Any employee or former employee who was partially vested prior to the
917 execution date shall remain partially vested until the employee has completed
918 five (5) years of service and then becomes fully vested.

919

920 2. Withdrawal of Contributions - Any employee who leaves employment and
921 withdraws contributions before vesting shall receive interest paid at a minimum
922 rate of two percent (2%) per year, or such higher rate as may be set by BERS.

923

924 D. Early Retirement
925

926 1. Any employee retiring prior to December 19, 2013, may retire on the basis of the
927 system and protocols in effect in the 2006-09 collective bargaining agreement.




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 MOA for Ratification, May, 2026


928

929 2. Thereafter, employees hired on or before May 4, 2008, were afforded an
930 irrevocable, one-time (except as provided in subsection (d) below) election of
931 one of two options:
932
933 a. To continue to be eligible for early retirement benefits at 2% per year
934 deduction between ages 55 and 65, in accordance with the 2006-09
935 collective bargaining agreement, and to make retirement contributions of
936 4% of base pay retroactive to October 30, 2012; or
937
938 b. To make retirement contributions of 3% of base pay and be subject to
939 the following deductions:
940 - age 55 – 6% for each year between 55 and 65;
941 - age 56 – 5.5% for each year between 56 and 65;
942 - age 57 – 5% for each year between 57 and 65;
943 - age 58 – 4.5% for each year between 58 and 65;
944 - age 59 – 4 % for each year between 59 and 65; age 60-64
945 inclusive – 2% per year;
946 - age 65 – no deduction
947

948 Any employee who did not make this election and does not retire prior to
949 December 19, 2013, will be regarded as having chosen option 2(b).
950
951 c. As of the date of this Agreement, employees who elected (or were
952 deemed to have elected) 2(b) will pay the contribution rates noted in
953 section 12.5 B.1. above, and, subject to subsection (d) below, employees
954 who elected 2(a) will pay 1% higher than the standard rate, which will be
955 subject to the following caps):
956
957 - For fiscal year 2023 8.0%
958 - For fiscal year 2024 8.0%
959 - For fiscal year 2025 8.0%
960 - For fiscal year 20276 8.0%
961 - For fiscal year 2028 8.0%
962 - For fiscal year 2029 8.0%
963 d. Employees who elected 2(a) were provided a one-time period of sixty (60)
964 days following March 9, 2016, to change their election from 2(a) to 2(b)
965 by notifying the City’s Retirement Administrator in writing of their change
966 in election.
967




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 MOA for Ratification, May, 2026


 968 3. Employees hired after May 4, 2008 shall be subject to the Early Retirement
 969 Factors set forth in the table below:
 970
 971 12.6 Disability Retirement

 972 If an employee becomes, in the judgment of the Board of Medical Examiners and the
 973 Retirement Board, mentally or physically incapable of performing their duties with the
 974 Department and such incapacity is expected to be permanent, the employee may be eligible for
 975 disability benefits at the end of ninety (90) days after the onset of the disability. There is no
 976 service requirement to be eligible. No employee hired after October 30, 2012 shall be eligible for
 977 disability retirement benefits for an off-the-job injury during the first two (2) years of
 978 employment by the City. For employees hired prior to October 30, 2012, the disability benefit for
 979 Class B employees, under the age of sixty-five (65), whether job-related or not, equals seventy-
 980 five percent (75%) of the employee's earned compensation at the time of the disability
 981 retirement. For employees hired after October 30, 2012, that benefit shall be sixty-six and two-
 982 thirds percent (66 2/3%). This amount is reduced by any periodic workers' compensation benefits
 983 and primary Social Security Disability payments.
 984
 985 Upon attainment of the normal retirement age (65) TThe disability benefit for Class B employees
 986 shall change to a normal retirement benefit as outlined in Article 12.5. over age sixty-five (65) is
 987 calculated by a benefit formula.
 988
 989 12.11 Disciplinary Action (change to the appendix letter only)
 990 Oral warnings shall not be considered formal discipline and shall not be subject to the grievance
 991 and arbitration procedures hereof. Oral warnings shall not be placed in an employee’s personnel
 992 file. However, within ten (10) working days of an infraction, a dated memorandum that describes
 993 the infraction and a course of corrective action will be issued to document the warning. The “Oral
 994 Warning Memorandum Form” in Appendix “IJ” will be used as the template for this
 995 documentation. Oral warnings shall be considered void once the employee has worked twelve
 996 (12) months without further disciplinary action taken against them for similar infractions. Oral
 997 warnings shall not be a substitute for performance evaluations or constructive coaching
 998 regarding job performance.
 999
1000 ARTICLE XIV14
1001 MISCELLANEOUS

1002 14.1 Definitions
1003

1004 (b) “Temporary Employee”




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 MOA for Ratification, May, 2026


1005 A temporary employee shall be an individual hired for a job for a period of time, not to
1006 exceed one hundred twenty (120) work days during a three hundred sixty-five (365)-day
1007 period beginning on the first day of work. The department shall notify the Union when it
1008 plans to hire for a temporary employee, including the nature of the work to be
1009 performed and the advertised wage.A temporary employee shall be compensated at a
1010 rate no more than the minimum compensation of the lowest pay grade of the
1011 corresponding position. Compensation at a rate higher than the minimum may be
1012 authorized by concurrence of the Union. A temporary employee as so defined shall not
1013 be covered by the terms of this Agreement.

1014
1015
1016
1017 ARTICLE XVIII18
1018 DURATION OF AGREEMENT
1019 Except as otherwise provided, this Agreement shall be effective as of the date of execution hereof for the
1020 period from July 1, 20262, through June 30, 20296. The Agreement may be continued on and after June
1021 30, 20296 by mutual agreement. Should either party give notice of desire to amend this Agreement, such
1022 notice must be given at least thirty (30) days prior to expiration of the Agreement. If such notice is given,
1023 the parties shall meet as soon thereafter as is reasonably practical to begin negotiating the terms of a
1024 successor agreement to this Agreement.




 Page 60 of 320
 BURLINGTON FIRE DEPARTMENT
 136 S. Winooski Avenue, Burlington, VT 05401
 Phone: (802) 864-4554 Fax: (802) 865-5387




 MEMO

TO: Board of Finance and Burlington City Council
FROM: Michael Curtin – Chief of Department
 Stephen Petit – Deputy Chief
CC: Katherine Schad-CAO, Lynn Regean-HR Director, Tony Berry-HR Manager
DATE: June 29, 2026
SUBJECT: Reclassification of Administrative and Accounting Assistant Position from Grade 14 to 16


REQUEST
The Burlington Fire Department requests approval to reclassify the Administrative and Accounting Assistant
position from a Regular, Full-Time, Non-Exempt, AFSCME Grade 14 position to a Regular, Full-Time, Non-
Exempt, AFSCME Grade 16 position.

EXECUTIVE SUMMARY
The Burlington Fire Department seeks to reclassify the Administrative and Accounting Assistant position to
better align with the current administrative, financial, compliance, and operational needs of the department.

The Burlington Fire Department manages a budget exceeding $20 million, supports approximately 95 personnel
operating from five fire stations, coordinates emergency medical services billing activities, administers multiple
financial and records-management systems, processes public records and HIPAA requests, supports payroll and
purchasing functions, and maintains compliance with a growing number of municipal, state, and federal
requirements.

To effectively support these responsibilities, the department requires a position with a higher level of technical
expertise, independent judgment, accountability, and organizational impact than contemplated under the current
Grade 14 classification. The proposed Grade 16 position will serve as the department's primary administrative
and financial support resource, providing support to command staff while coordinating key administrative,
financial, records-management, and compliance functions essential to department operations.
Reclassification will align the position with the operational needs of the department, support continuity of
critical administrative and financial functions, and improve the department's ability to recruit and retain
qualified personnel with the specialized knowledge and skills required for the role.
The current employee possesses the knowledge, skills, and abilities necessary to successfully perform the
responsibilities of the revised position.

FINANCIAL IMPACT
Position: Administrative and Accounting Assistant
Current Grade: Grade 14 $67,837 current annual salary
Proposed Grade: Grade 16, $74,751:
FY27 Impact:
We accounted for this in the FY27 budget and there is no retroactive pay requested. We intended to submit this
with the FY27 budget resolution but due to the necessary consultation with the union and ensuring the job
description is accurate, we are submitting slightly thereafter.



 Page 61 of 320
 BURLINGTON FIRE DEPARTMENT
 136 S. Winooski Avenue, Burlington, VT 05401
 Phone: (802) 864-4554 Fax: (802) 865-5387




MOTIONS

Board of Finance
To approve and recommend that the City Council approve and authorize the reclassification of the
Administrative and Accounting Assistant position, a Regular, Full-Time, Non-Exempt, AFSCME Grade 14
position, to a Regular, Full-Time, Non-Exempt, AFSCME Grade 16 position within the Burlington Fire
Department.

City Council
To approve and authorize the reclassification of the Administrative and Accounting Assistant position, a
Regular, Full-Time, Non-Exempt, AFSCME Grade 14 position, to a Regular, Full-Time, Non-Exempt,
AFSCME Grade 16 position within the Burlington Fire Department.




Thank you.




 Page 62 of 320
 Chief of
 Department



 Office Manager



Deputy Chief of Deputy Chief of
Administration Operations


 Battalion Chief Battalion Chief Battalion Chief Battalion Chief Battalion Chief
  Fire Marshal
 A - Shift B - Shift C - Shift of Training of EMS


 Assistant Fire
 Captain (2) Captain (2) Captain (2)
 Marshal (2)



 Lieutenant (5) Lieutenant (5) Lieutenant (5)



 Firefighter (21) Firefighter (21) Firefighter (21)


Updated 02.02.2024


 Page 63 of 320
 Board of Finance and City Council Submission Checklist
 Version: April 2025

 Department: Burlington Fire Department Submitter: Michael Curtin – Fire Chief
 Reclassification of Administrative and Accounting Assistant Position from Grade 14
 Title/Subject: to Grade 16

 Approval Requested: Meeting Date:
 ☒ Board of Finance 6/29/2026
 ☒ City Council 7/13/2026
 ☐ Both BOF and Council Click or tap to enter a date.

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


 Signoff Needed Received? Approval Date Note
 Department Head Yes 6/18/2026 Michael Curtin

 Mayor’s Office Yes 6/23/2026 Lisa Gurlach
 Board/Commission Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 contracts or legal documents item. enter a date.
 City Attorney’s Office for memo and Yes 6/22/2026 Hayley McClenahan
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 6/23/2026 Katherine Schad
 Human Resources, if personnel action Yes 6/22/2026 Lynn Regean
 or policy
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




 Page 64 of 320
To: Board of Finance / City Council

From: Ashley, PE DPW Water Resources Engineer

Cc: Chapin Spencer, DPW Director
 Megan Moir, Division Director Water Resources

Date: June 29, 2026 Board of Finance & City Council Concurrent

Subject: Construction Contract Award for North Avenue Stormwater Improvements


REQUEST
The Department of Public Works (“DPW”) and its Water Resources Division (WRD) seeks
authorization to execute a contract with S.D. Ireland Brothers Corporation in the amount up to
$492,700 with authorization for contingency funding of an additional $50,000 for the
construction of the North Avenue Stormwater Improvements project and to designate the
Director of Public Works to execute associated documents.

BACKGROUND:
The City of Burlington (“City”) Department of Public Works Water Resources Division’s (“WRD”)
sewer collection system is comprised of piping networks that are designed to convey both
sanitary and storm flows (combined sewer system) to the three (3) wastewater treatment
facilities (Main, East and North Plants) with Main Plant having the highest percentage of
combined sewer collection system area. Sections of the Main Plant collection system can have
reduced capacity to safely convey sanitary and storm flows during extreme rainfall events. While
Main Plant does have a wet-weather treatment system, larger rain events do reduce the amount
of effective treatment that can be provided. As such, the WRD is always looking for opportunities
to reduce stormwater inputs. To aid in the mitigation of the contributing impervious areas, the
City utilizes Green Stormwater Infrastructure (“GSI”) to reduce the polluted runoff and high
storm flows from developed lands that drain into the Combined Sewer System (“CSS”)
throughout the City. These systems remove stormwater from the combined sewer collection
system and infiltrate back into the groundwater. By removing stormwater, these practices
improve capacity in the combined sewer systems and ensure that Main Plant will be able to
provide wet-weather treatment to the increasing frequency of intense rain events. These
stormwater reduction practices are also often paired with new housing developments that will
be increasing sanitary flows as a way to leverage development to, at a minimum, ensure no
worsening of capacity – but in many cases, to actually improve capacity in the collection system.

This project was originally designed by BC Community Housing (BCCH) for their Cambrian Rise
 1 of 4


 Page 65 of 320
community housing development project. As part of this development, significant new sanitary
sewer flows will be introduced to the WRD’s combined sewer collection system in North Avenue.
During project review, WRD determined that this area of the collection system contributes to
downstream sections with some known capacity constraints. WRD’s CSO Offset Policy dictates
that developments that propose to increase the sanitary sewer flows in the Main Wastewater
Treatment Plant (“WWTP”) collection system offset their sanitary sewer contribution with off-
site stormwater reductions. In response to this requirement, BCCH designed a stormwater
infiltration system that collects stormwater from North Avenue (which otherwise drains to the
combined sewer system) and infiltrates stormwater back into the ground, reconnecting the
water with the natural hydrologic cycle. In order to leverage economies of scale, as part of the
design process, WRD requested that the engineer design a system that could capture more
stormwater than what was required for the Cambrian combined sewer offset for a potential cost
sharing partnership. Accordingly, this project (“North Avenue Stormwater Improvements
Project”) is designed to remove stormwater from approximately 1.6 acres of impervious surface
which exceeds the reduction required by the CSO Offset Policy, providing an opportunity for WRD
to partner with BCCH to further improve WRD’s combined sewer stormwater reduction goals.

While originally the plan for the construction of this stormwater reduction project was for BCCH
to build the system using cost share funding from Stormwater’s capital reserves (see Attachment
B), early in 2026 it became clear that it would be mutually advantageous to use some of the City’s
State ARPA combined sewer reduction grant funding 1 to build the system instead. This funding
was originally earmarked for constructing of combined sewer overflow reductions in the Pine
Street corridor, but design of that system has proved more complicated due to the collection
system dynamics. Since this ARPA funding has to be spent by September 30, 2026 – this project
ensures the continued draw down of those funds. That said, since the offset is a requirement of
BCCH’s water and sewer capacity allocation WRD will update the agreement with BCCH to
provide for a vehicle for BCCH to reimburse WRD for their percentage of the project. The
reimbursed funds can then be used for other combined sewer reduction projects in the future.

CONSTRUCTION CONTRACTOR PROCUREMENT:
An Invitation for Bid was drafted, approved by the Attorney’s Office, and advertised per the City’s
and Federal procurement policies. We received the following bids:

 Contractor Base Bid
 S.D. Ireland Brothers Corporation $492,700
 Engineers Construction., Inc. $525,305

WRD engineering staff reviewed the lowest bid and has provided an award recommendation per
State guidelines (Attached).

It is staff’s recommendation to award a contract to S.D. Ireland Brothers Corporation for a value
of $492,700, as well as to authorize contingency funding of an additional $50,000 for a total of

1
 https://burlingtonvt.portal.civicclerk.com/event/6979/files/agenda/10252
 2 of 4



 Page 66 of 320
$542,700.00.

PROJECT COST SUMMARY:
The project will be initially funded by the ARPA CSO Grant (Stormwater Capital Fund 863) but the
City and Farrell Properties will sign an agreement to outline the terms of a reimbursement to the
City for the BCCH share ($223,119) to satisfy the conditions in the WRD MOU Cambrian Rise
developments water/sewer allocation.

ATTACHMENTS:
 • Attachment A: Award Recommendation
 • Attachment B: Memorandum of Understanding regarding BC Community Housing
 Sanitary Flow Connection Approval

MOTIONS:
The Department of Public Works’ Water Resources Division respectfully requests that the Board
of Finance and City Council approve the following motions:

Board of Finance Actions:
 1. “To approve and recommend that the City Council authorize the Director of Public works
 to execute a $492,700 contract with S.D. Ireland Brothers Corporation, subject to review
 and approval as to form of the City Attorney’s office, with authorization for contingency
 funding of an additional $50,000.00 for the construction of the North Avenue Stormwater
 Improvements Project.”

City Council Actions:
 2. “To authorize the Public Works Director to execute a $492,700 contract with S.D. Ireland
 Brothers Corporation, subject to review and approval as to form by the City Attorney’s
 Office, with authorization for contingency funding of an additional $50,000 for the
 construction of the North Avenue Stormwater Improvements Project.”

Thank you for your consideration of this request.




 3 of 4



 Page 67 of 320
 City of Burlington
 Department of Public Works
 Water Resources Division
 235 Penny Lane
 Burlington, VT 05401
 802.863.4501 P
 www.burlingtonvt.gov/DPW


 Chapin Spencer
 PUBLIC WORKS DEPARTMENT DIRECTOR

 Megan Moir
 Water Resources Division DIRECTOR

June 23, 2026


RE: Notice of Intent to Award Contract
 City of Burlington
 North Avenue Stormwater Improvements

To Whom it May Concern:
The City of Burlington intends to award the above referenced project to S.D. Ireland Brothers Corporation, for the
contract amount of $492,700. Recommendation to award is based on the following attachments:

 1. Bidder’s information:
 a. Refer to attached bid (Attachment A) including:
 i. Bid bond
 ii. Supplemental bid information
 iii. References
 2. Project Cost Information:
 a. Refer to attached bid tabulation (Attachment A)
 b. Total recommended contract award is $492,700
 3. Experience:
 a. The supplemental bid information includes past projects and contact information for references
 b. Project references are attached. Following is a summary of project references contacted:
 i. Reference Project: Great Streets Main Street Reconstruction, Burlington, VT
 1. Project Contact: Laura Wheelock, City Engineer, City of Burlington
 2. Project Description: Installation of a gravel wetland, underground stormwater
 detention tanks and landscaping features specifically for stormwater
 improvements.
 ii. Reference Project: City Place, Burlington, VT
 1. Project Contact: Dave Farrington, City Place Partners
 2. Project Description: Installation of stormwater handling systems and gravel
 wetlands to reduce the stormwater impact on the City of Burlington’s collection
 system.
 iii. Reference Project: Teddy Bear Facility, Shelburne, VT
 1. Project Contact: Tim Miller, Miller Realty Group
 2. Project Description: Reconstruction of onsite stormwater ponds and gravel
 wetlands.
 c. General Observations
Non-Discrimination
The City of Burlington will not tolerate unlawful harassment or discrimination on the basis of political or religious affiliation,
race, color, national origin, place of birth, ancestry, age, sex, sexual orientation, gender identity, marital status, veteran status,
disability, HIV positive status, crime victim status or genetic information. The City is also committed to providing proper access
to services, facilities, and employment opportunities. For accessibility information or alternative formats, please contact
Human Resources Department at (802) 540-2505.

Please note that this communication and any response to it will be maintained as a public record and may be subject to
disclosure under the Vermont Public Records Act.



 Page 68 of 320
 i. The S.D. Ireland Brothers project team has a good track record in Burlington and other
 regional communities for installing stormwater infrastructure and surface restoration. The
 project team has good experience managing sub-contractors, but the project team does
 not plan to use sub-contractors for this project.
 ii. City staff reviewed the S.D. Ireland Brothers Safety Record provided and have identified
 the following:
 1. The Experience Modification Rate (EMR) has remained better than average for
 the last three full calendar years with a rate less than 1.0 (with a high of 0.98 in
 2024).
 2. The Total Recordable Frequency Rate (TRFR) for the last three calendar years
 has been decreasing, approaching the average of 3.0 in 2025 with a rate of 3.88.
 3. There were no OSHA violations in the last three calendar years. The last OSHA
 violations occurred in 2022 with two citations during a planned inspection
 which were immediately corrected.
 4. Safety will be a critical discussion point at all project meetings and the City’s
 Safety Manager will be engaged throughout the project.
 4. Bid Bond/Insurance
 a. S.D. Ireland Brothers has Swiss Re Corporate Solutions America Insurance Corporation as a
 surety and the surety is listed on the Federal Register of certified companies licensed to do work in
 Vermont.
 5. Financial Data
 a. The Business Bank, 30 Kimball Avenue, Suite 201, South Burlington, VT 05403
 6. Proof of Advertisement for Bid
 a. Refer to attached proof of advertisement (Attachment B)

If you have any questions or need additional information, please feel free to contact us.

Sincerely,



Ashley Walenty, PE
Water Resources Engineer

Attachments:
Attachment A – North Ave Stormwater Improvements – SDI Proposal
Attachment B - Proof of Advertisement




 Page 2



 Page 69 of 320
ATTACHMENT A




 Page 70 of 320
III (1.) Cover Letter

 1. Request for Price Quotations
 Project: City of Burlington North Avenue Stormwater Improvements Project
 Release Date: May 18, 2026

 2. Proposer Contact Information:
 S.D. Ireland Brothers Corporation
 P.O. Box 2286
 South Burlington, VT 05407
 Phone: 802-863-6222
 Email: mhutchins@sdireland.com
 Contact Person: Mike Hutchins

 3. I certify that, to the best of my knowledge and belief, the contents of this
 proposal are true, accurate, and complete.


 Authorized Signature:
 Scott D. Ireland, President

III (2) Proof of Signature
 Corporate Resolution Attached

III (3) Bid Form and Subcontractors List Attached (Exhibit 1.)

III (4) Proposed Schedule - Attached

III (5) Project References:

 Project Name: Great Streets Main Street Reconstruction / City
 Hall Park

 Owner: City of Burlington
 Laura Wheelock
 Phone: 802-338-2125 Email:lwheelock@burlingtonvt.gov

 Description: S.D. Ireland constructed both Main Street Great Streets
 and City Hall Park including construction of a State-of-
 the-Art gravel wetland utilizing a cast in place
 underground storage tank developed to store storm and
 rainwater and release to the City’s storm system at
 proper intervals in order to minimize the chance of


 P. O. Box 2286, South Burlington, VT 05407 • 20 Redimix Drive, Williston, VT 05495
 S.D. Ireland is an Equal Opportunity Employer
 Page 71 of 320
 stormwater overwhelming the city’s system. Numerous
 landscape features as well as designated gravel wetland
 utilizing wetland plants combined with a series of
 various paths insure an environmentally friendly street
 scape.

 Project Name: City Place Burlington

 Owner: City Place Partners
 Dave Farrington
 Phone 802-316-6452, Email: dave@BTVspaces.com

 Description: S.D. Ireland as owner/partner and construction design
 of a State-of-the-Art stormwater handling system. SDI
 poured in place below road grade, three separate
 concrete storm chambers to act as storage tanks in St.
 Paul Street, Pine Street and Bank Street to handle storm
 water runoff and roof drain flows. This system time
 releases the storm water runoff from the tank to the
 city’s system, in a method not to overwhelm the
 treatment plant. This combined with gravel wetlands
 incorporated in the final site design will play a significant
 role in minimizing runoff damage to the environment.

 Project Name: Teddy Bear Facility – Shelburne, VT

 Owner: Miller Realty Group
 Tim Miller
 Email: tmiller@rem-development.com

 Description: S.D. Ireland recently reconstructed onsite major storm
 ponds and incorporation gravel wetlands with various
 portions to enhance stormwater treatment at this site.
 The storm treatment was substantial, including
 protective basins. This work took place in 2025.

III (6) Bidders Qualification:

 S.D. Ireland Brothers Corporation has been in business since 1995 and has
 extensive experience in all aspects of site and concrete related work ranging
 from $25,000 jobs to $100,000,000 jobs. Owners, Scott and Stephen Ireland
 have been successfully running S.D. Ireland Companies since the early 1980’s
 doing extensive concrete, sitework and paving projects. With over 250 pieces




 Page 72 of 320
 of late model Caterpillar heavy construction equipment and a highly trained and
 experienced workforce, S.D. Ireland Brothers welcomes all challenges in the
 heavy civil construction industry.

III (7) Experience Modification Rate: The EMR is .95

III (8) City Prequalification: See attached

III (9) A Certificate of Insurance: See attached

III (10) Evidence the proposer is registered to do business in the State of
Vermont: See attached

III (11) Evidence the proposer holds all required professional licenses. Not
applicable.

III (12) An identification of any questions, comments, or concerns that the
proposer has with any City contract template attached hereto as an exhibit.
Not applicable.




 P. O. Box 2286, South Burlington, VT 05407 • 20 Redimix Drive, Williston, VT 05495
 S.D. Ireland is an Equal Opportunity Employer
 Page 73 of 320
Page 74 of 320
 Exhibit 1


 Item No. Item Qty. Unit Unit Price Extended Price
 Removal of Bituminous Concrete,
 D1 350 SY
 Roadway
 Removal of Portland Cement
 D2 60 SY
 Concrete, Roadway
 Removal of Portland Cement Concrete
 D3 20 SY
 Sidewalk
 D4 Removal of Existing Curb 30 LF
 D5 Removal of Existing Fence 30 LF
 D6 Removing Medium Trees and Stumps 1 LS
 1 Trenched Excavation <10' 120 LF
 2 Trenched Excavation >10' 230 LF
 3 18" HDPE Pipe 120 LF
 4' Dia Precast Concrete Catch Basin
 4 4 EA
 w/ Frame & Grate
 4' Dia Precast Concrete Structures w/
 5 2 EA
 Manhole Cover
 6 Portland Cement Concrete, Roadway 60 SY
 7 Bit. Pavement 300 SY
 8 Infiltration Chamber System Installed 1 LS
 Portland Cement Concrete Sidewalk,
 9 20 SY
 5 Inch
 10 Cast-in-Place Concrete Curb, Type B 30 LF
 11 Replacing Existing Fence 30 LF
 12 Monument Replacement 1 LS
 13 Tree Planting 7 EA
 14 Structural Lawn Installation 1 LS
 15 EPSC 1 LS
 16 Traffic Control 1 LS
 Preparation of Site/Repair and
 17 1 LS
 Miscellaneous Work


Total bid (in words and numerals): __________________________________________________
______________________________________________________________________________

Notes to bidders:

 - Unit prices control over extended prices. Staff will recalculate the extended price in case

 - If applicable, by submitting a bid, you certify that you have visited the work site, have
 reviewed plans and specifications, and have determined that the project is reasonably
 capable of completion. If you believe the project is not reasonably capable of completion




 Page 75 of 320
 or that the plans and specifications contain any error, identify that information in an
 attachment to this bid form.
 Subcontractor List

Provide a list of any subcontractors you intend to use on the project. Include name, contact
information, any relevant licensure information, a description of the work the subcontractor will
perform, and a percentage of the total project that will be performed by the subcontractor based on
cost. All work not assigned to a subcontractor in this list will be performed by the proposer. After
the contract is awarded, the proposer will not be allowed to replace a subcontractor except for good
cause agreed to by the City.




 Page 76 of 320
 Start Date: 8/1/2026
 Schedule End Date:
 Date Prepared:
 9/19/2026
 6/10/2026
 City of Burlington
 North Avenue Stormwater
 PROJECT SCHEDULE Improvements
 AUGUST SEPTEMBER
 OT 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
 Description Start Finish Sa Su S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W

 Signage 8/3/2026 8/7/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Lay-Out 8/3/2026 8/7/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Mobilize Equipment 8/3/2026 8/7/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

  Build a new access to the cemetery. 8/3/2026 8/7/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Erosion Control 8/3/2026 8/7/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Material Deliveries 8/4/2026 8/8/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

Remove fence sections, trees & stumps. 8/5/2026 8/10/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Start Infiltration System North 8/5/2026 8/10/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Finish Infiltration North 8/11/2026 8/17/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Begin Infiltration South 8/11/2026 8/17/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Finish Infiltration South 8/17/2026 8/21/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

Construction of new drive and parking. 8/17/2026 8/21/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Sawcut Asphalt/Concrete 8/22/2026 8/27/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###
 Begin North Avenue Crossings (2
 8/24/2026 8/28/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
 locations)
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  Continue North Avenue Crossings. 8/28/2026 9/2/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Take CB (IN-385) Out of Service. 8/28/2026 9/2/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Finish Crossings 9/2/2026 9/9/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Pour concrete roadway. 9/2/2026 9/9/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 9/10/2026 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Replace concrete curb. 9/4/2026 9/10/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###
Asphalt Paving - North Avenue and New
 9/10/2026 9/15/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
 Parking.
 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Structural Lawn 9/10/2026 9/15/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Tree Planting 9/10/2026 9/15/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Fence Replacement 9/11/2026 9/16/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Monument Replacement 9/11/2026 9/16/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Pour Sidewalks 9/11/2026 9/16/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Topsoil 9/15/2026 9/19/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Seeding 9/15/2026 9/19/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Miscellaneous Clean Up 9/15/2026 9/19/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Pavement Linestriping 9/15/2026 9/19/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Signs 9/15/2026 9/19/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###

 Demobilization 9/15/2026 9/19/2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

 ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ###
 Page 77 of 320

 Page 1 of 1
Page 78 of 320
 PENAL SUM FORM

1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and
assigns to pay to Owner upon default of Bidder the penal sum set forth on the face of this Bond. Payment of the
penal sum is the extent of Bidder’s and Surety’s liability. Recovery of such penal sum under the terms of this Bond
shall be Owner’s sole and exclusive remedy upon default of Bidder.

2. Default of Bidder shall occur upon the failure of Bidder to deliver within the time required by the Bidding
Documents (or any extension thereof agreed to in writing by Owner) the executed Agreement required by the Bidding
Documents and any performance and payment bonds required by the Bidding Documents.

3. This obligation shall be null and void if:

 3.1 Owner accepts Bidder’s Bid and Bidder delivers within the time required by the Bidding Documents (or any
 extension thereof agreed to in writing by Owner) the executed Agreement required by the Bidding
 Documents and any performance and payment bonds required by the Bidding Documents, or

 3.2 All Bids are rejected by Owner, or

 3.3 Owner fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any
 extension thereof agreed to in writing by Bidder and, if applicable, consented to by Surety when required
 by Paragraph 5 hereof).

4. Payment under this Bond will be due and payable upon default of Bidder and within 30 calendar days after
receipt by Bidder and Surety of written notice of default from Owner, which notice will be given with reasonable
promptness, identifying this Bond and the Project and including a statement of the amount due.

5. Surety waives notice of any and all defenses based on or arising out of any time extension to issue Notice of
Award agreed to in writing by Owner and Bidder, provided that the total time for issuing Notice of Award including
extensions shall not in the aggregate exceed 120 days from the Bid due date without Surety’s written consent.

6. No suit or action shall be commenced under this Bond prior to 30 calendar days after the notice of default
required in Paragraph 4 above is received by Bidder and Surety and in no case later than one year after the Bid due
date.

7. Any suit or action under this Bond shall be commenced only in a court of competent jurisdiction located in the
state in which the Project is located.

8. Notices required hereunder shall be in writing and sent to Bidder and Surety at their respective addresses shown
on the face of this Bond. Such notices may be sent by personal delivery, commercial courier, or by United States
Registered or Certified Mail, return receipt requested, postage pre-paid, and shall be deemed to be effective upon
receipt by the party concerned.

9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority
of the officer, agent, or representative who executed this Bond on behalf of Surety to execute, seal, and deliver such
Bond and bind the Surety thereby.

10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any
applicable statute that has been omitted from this Bond shall be deemed to be included herein as if set forth at
length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute shall
govern and the remainder of this Bond that is not in conflict therewith shall continue in full force and effect.

11. The term “Bid” as used herein includes a Bid, offer, or proposal as applicable.

 EJCDC® C-430, Bid Bond (Penal Sum Form). Published 2013.
 Prepared by the Engineers Joint Contract Documents Committee.
 Page 2 of 2


 Page 79 of 320
Page 80 of 320
Page 81 of 320
 SDIRELA-01 BMILLER1
 DATE (MM/DD/YYYY)
 CERTIFICATE OF LIABILITY INSURANCE 6/5/2026
  THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
  CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
  BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
  REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
  IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
  If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
  this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
 CONTACT Beth Miller
PRODUCER NAME:
Acrisure New England Partners Insurance Services, LLC PHONE FAX
 (A/C, No, Ext): (802) 383-1644 (A/C, No):
10 Research Parkway, Suite 400 E-MAIL
Wallingford, CT 06492 ADDRESS: bemiller@acrisure.com
 INSURER(S) AFFORDING COVERAGE NAIC #
 INSURER A : Hartford Fire Insurance Company 19682
INSURED INSURER B : Trumbull Insurance Company 27120
 S D Ireland Concrete Construction Corporation INSURER C : Hartford Casualty Insurance Company 29424
 S D Ireland Brothers Corporation Hartford Insurance Company (USE ONLY FOR MULTIPLE HARTFO 00914
 P.O. Box 2286 INSURER D :
 South Burlington, VT 05407 INSURER E : Lloyd's Syndicate 2987 - Brit Syndicate 2987
 INSURER F :

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
  THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
  INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
  CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
  EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
 A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $
 2,000,000
 CLAIMS-MADE X OCCUR
 X X 04UEABM5H8Z 2/1/2026 2/1/2027 DAMAGE TO RENTED
 PREMISES (Ea occurrence) $
 500,000
 MED EXP (Any one person) $
 15,000
 PERSONAL & ADV INJURY $
 2,000,000
 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
 4,000,000
 X POLICY X PRO-JECT X LOC PRODUCTS - COMP/OP AGG $
 4,000,000
 OTHER:
 VERMONT POLLUTI $
 1,000,000
 B AUTOMOBILE LIABILITY
 COMBINED SINGLE LIMIT
 (Ea accident) $
 2,000,000
 X ANY AUTO X X 04UEABM5HBB 2/1/2026 2/1/2027 BODILY INJURY (Per person) $
 OWNED SCHEDULED
 AUTOS ONLY AUTOS BODILY INJURY (Per accident) $
 HIRED NON-OWNED PROPERTY DAMAGE
 AUTOS ONLY AUTOS ONLY (Per accident) $
 $
 C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $
 5,000,000
 EXCESS LIAB CLAIMS-MADE X X 04RHABM5R8B 2/1/2026 2/1/2027 AGGREGATE $
 5,000,000
 DED X RETENTION $ 10,000 $
 D WORKERS COMPENSATION X PER
 STATUTE
 OTH-
 ER
 AND EMPLOYERS' LIABILITY
 Y/N
 ANY PROPRIETOR/PARTNER/EXECUTIVE X 04WEABM5H8S 2/1/2026 2/1/2027 E.L. EACH ACCIDENT $
 1,000,000
 OFFICER/MEMBER EXCLUDED? N N/A
 1,000,000
 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $
 If yes, describe under 1,000,000
 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
 E Professional Liabili ANE2291 5/5/2026 5/5/2027 Ded. $10,000 1,000,000



DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Re: City of Burlington North Avenue Stormwater project

Additional insured status applies to City of Burlington, Engineer and their officers, employees, agents, successors and assigns on a Primary
Non-Contributory basis for ongoing and completed operations under General Liability, Auto Liability and Umbrella Liability per terms and conditions of
attached forms. Umbrella Liability is follow form to General Liability. Waiver of subrogation in favor of City of Burlington under General Liability, Auto
Liability, Umbrella Liability and Workers Compensation per terms and conditions of attached forms. 30 days notice of cancellation applies.



CERTIFICATE HOLDER CANCELLATION

 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
 City of Burlington ACCORDANCE WITH THE POLICY PROVISIONS.
 149 Church Street
 Burlington, VT 05401
 AUTHORIZED REPRESENTATIVE




ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.
 The ACORD name and logo are registered marks of ACORD
 Page 82 of 320
Page 83 of 320
Page 84 of 320
 SECTION 00451
 QUALIFICATIONS STATEMENT

 THE INFORMATION SUPPLIED IN THIS DOCUMENT IS CONFIDENTIAL TO THE EXTENT
 PERMITTED BY LAWS AND REGULATIONS

1. SUBMITTED BY:

 Official Name of Firm:

 Address:




2. SUBMITTED TO:

3. SUBMITTED FOR:

 Owner:

 Project Name:




 TYPE OF WORK:




4. CONTRACTOR'S CONTACT INFORMATION

 Contact Person:

 Title:

 Phone:

 Email:


 EJCDC® C-451, Qualifications Statement.
 Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 1 of 8


 Page 85 of 320
5. AFFILIATED COMPANIES:
 Name:

 Address:




6. TYPE OF ORGANIZATION:

 SOLE PROPRIETORSHIP

 Name of Owner:

 Doing Business As:

 Date of Organization:

 PARTNERSHIP

 Date of Organization:

 Type of Partnership:

 Name of General Partner(s):




 CORPORATION

 State of Organization:

 Date of Organization:

 Executive Officers:

 - President:

 - Vice President(s):




 - Treasurer:

 - Secretary:
 EJCDC® C-451, Qualifications Statement.
 Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 2 of 8


 Page 86 of 320
LIMITED LIABILITY COMPANY

State of Organization:

Date of Organization:

Members:




JOINT VENTURE

Sate of Organization:

Date of Organization:

Form of Organization:

Joint Venture Managing Partner

 - Name:

 - Address:




Joint Venture Managing Partner

 - Name:

 - Address:




Joint Venture Managing Partner

 - Name:

 - Address:


 EJCDC® C-451, Qualifications Statement.
Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 3 of 8


 Page 87 of 320
7. LICENSING

 Jurisdiction:

 Type of License:

 License Number:

 Jurisdiction:

 Type of License:

 License Number:

8. CERTIFICATIONS CERTIFIED BY:

 Disadvantage Business Enterprise:

 Minority Business Enterprise:

 Woman Owned Enterprise:

 Small Business Enterprise:

 Other ( ):

9. BONDING INFORMATION

 Bonding Company:

 Address:



 Bonding Agent:

 Address:




 Contact Name:

 Phone:

 Aggregate Bonding Capacity:

 Available Bonding Capacity as of date of this submittal:
 EJCDC® C-451, Qualifications Statement.
 Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 4 of 8


 Page 88 of 320
10. FINANCIAL INFORMATION

 Financial Institution:

 Address:



 Account Manager:

 Phone:

 INCLUDE AS AN ATTACHMENT AN AUDITED BALANCE SHEET FOR EACH OF THE
 LAST 3 YEARS

11. CONSTRUCTION EXPERIENCE:

 Current Experience:

 List on Schedule A all uncompleted projects currently under contract (If Joint Venture list
 each participant's projects separately).

 Previous Experience:

 List on Schedule B all projects completed within the last 5 Years (If Joint Venture list each
 participant's projects separately).

 Has firm listed in Section 1 ever failed to complete a construction contract awarded to it?

 YES NO

 If YES, attach as an Attachment details including Project Owner's contact information.

 Has any Corporate Officer, Partner, Joint Venture participant or Proprietor ever failed to
 complete a construction contract awarded to them in their name or when acting as a principal
 of another entity?

 YES NO

 If YES, attach as an Attachment details including Project Owner's contact information.

 Are there any judgments, claims, disputes or litigation pending or outstanding involving the
 firm listed in Section 1 or any of its officers (or any of its partners if a partnership or any of the
 individual entities if a joint venture)?

 YES NO

 If YES, attach as an Attachment details including Project Owner's contact information.
 EJCDC® C-451, Qualifications Statement.
 Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 5 of 8


 Page 89 of 320
12. SAFETY PROGRAM:

 Name of Contractor's Safety Officer:

 Include the following as attachments:

 Provide as an Attachment Contractor's (and Contractor's proposed Subcontractors and
 Suppliers furnishing or performing Work having a value in excess of 10 percent of the total
 amount of the Bid) OSHA No. 500- Log & Summary of Occupational Injuries & Illnesses for
 the past 5 years.

 Provide as an Attachment Contractor's (and Contractor's proposed Subcontractors and
 Suppliers furnishing or performing Work having a value in excess of 10 percent of the total
 amount of the Bid) list of all OSHA Citations & Notifications of Penalty (monetary or other)
 received within the last 5 years (indicate disposition as applicable) - IF NONE SO STATE.

 Provide as an Attachment Contractor's (and Contractor's proposed Subcontractors and
 Suppliers furnishing or performing Work having a value in excess of 10 percent of the total
 amount of the Bid) list of all safety citations or violations under any state all received
 within the last 5 years (indicate disposition as applicable) - IF NONE SO STATE.

 Provide the following for the firm listed in Section V (and for each proposed Subcontractor
 furnishing or performing Work having a value in excess of 10 percent of the total amount
 of the Bid) the following (attach additional sheets as necessary):

 Workers' compensation Experience Modification Rate (EMR) for the last 5 years:
 YEAR EMR
 YEAR EMR
 YEAR EMR
 YEAR EMR
 YEAR EMR

 Total Recordable Frequency Rate (TRFR) for the last 5 years:
 YEAR TRFR
 YEAR TRFR
 YEAR TRFR
 YEAR TRFR
 YEAR TRFR




 EJCDC® C-451, Qualifications Statement.
 Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 6 of 8


 Page 90 of 320
 Total number of man-hours worked for the last 5 Years:
 YEAR TOTAL NUMBER OF MAN-HOURS
 YEAR TOTAL NUMBER OF MAN-HOURS
 YEAR TOTAL NUMBER OF MAN-HOURS
 YEAR TOTAL NUMBER OF MAN-HOURS
 YEAR TOTAL NUMBER OF MAN-HOURS


 Provide Contractor's (and Contractor's proposed Subcontractors and Suppliers furnishing
 or performing Work having a value in excess of 10 percent of the total amount of the Bid)
 Days Away From Work, Days of Restricted Work Activity or Job Transfer (DART) incidence
 rate for the particular industry or type of Work to be performed by Contractor and each of
 Contractor's proposed Subcontractors and Suppliers) for the last 5 years:

 YEAR DART
 YEAR DART
 YEAR DART
 YEAR DART
 YEAR DART


13. EQUIPMENT:

 MAJOR EQUIPMENT:

 List on Schedule C all pieces of major equipment available for use on Owner's Project.




 EJCDC® C-451, Qualifications Statement.
 Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 7 of 8


 Page 91 of 320
Page 92 of 320
 SCHEDULE A
CURRENT EXPERIENCE
Project Name Owner's Contact Person Design Engineer Contract Date Type of Work Status Cost of Work

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:




 EJCDC® C-451, Qualifications Statement.
 Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 1 of 4

 Page 93 of 320
 Schedule A - Current Experience
 June 2026
 Contract Amount of Percent
Project Name & No. of Contract Contact
 Date Contract Completed
Burlington High School Whiting Turner 802-782-0990 6/23 $18,901,706 82%
City Place North Tower CHT Parking City Place Partners 4/23 $7,134,435 97%
Garage Dave Farrington
 Ph: 802-316-6452
 dave@BTVspaces.com
City Place Perimeter Streets City Place Partners 4/23 $8,715,296 30%
 Dave Farrington
 Ph: 802-316-6452
 dave@BTVspaces.com
Winooski Falls Parking Garage Wright & Morrissey 8/23 $2,076,787 94%
 Steve Therriault
 Ph: 802-863-4541
 stevet@wmorrissey.com
Great Streets Main Street City of Burlington 1/31/24 $21,901,298 99%
Reconstruction Laura Wheelock
 Phone: 802-338-2125
 lwheelock@burlingtonvt.gov
West Lakeshore Drive Pump Town of Colchester 6/24 $884,700 47%
Station Phone: 802-264-5620
BTV Project NEXT - North Engelberth Construction 5/24 $6,659,534 73%
Terminal Expansion Phone: 802-655-0100
Bay Ridge DEW Construction 6/24 $4,000,000 93%
 802-497-7851
DoubleTree Expansion PC Construction 8/24 $1,658,154 92%
 Phone: 802-658-1400
Post Apartments Wright & Morrissey 8/24 $2,771,830 95%
 Steve Therriault
 Ph: 802-863-4541
 stevet@wmorrissey.com
ST. ALBANS-RICHFORD STP VTrans Barre, VT 1/25 $1,864,250 88%
MVRT(1)(RE-AD) Ph: 802-522-6155
City of Burlington CY25 Paving City of Burlington 4/25 $1,419,423 29%
 Laura Wheelock
 Phone: 802-338-2125
 lwheelock@burlingtonvt.gov
379-381 MAIN STREET Anthony Handy 4/25 $1,250,000 44%
WINOOSKI 802-863-2224
Bourne Properties – South Wright & Morrissey 5/25 $1,259,252 98%
Burlington Steve Therriault
 Ph: 802-863-4541
 stevet@wmorrissey.com
City of Burlington CY25 City of Burlington 5/25 $846,004 85%
Sidewalk Program Laura Wheelock
 Phone: 802-338-2125
 lwheelock@burlingtonvt.gov

 P. O. Box 2286, South Burlington, VT 05407 • 20 Redimix Drive, Williston, VT 05495
 S.D. Ireland is an Equal Opportunity Employer Page 94 of 320
Colchester HES NH 5600 – 14 VTrans Barre, VT 5/25 $22,474,000 27%
C2 (Re-Ad) Ph: 802-522-6155
Mater Christi – Burlington Trinity Building Group 5/25 $1,036,389 87%
 586-200-2437
NORTON BF 0321 (21) (RE-AD) VTrans Barre, VT 8/25 $3,167,765 3%
 Ph: 802-522-6155
A. Duie Pyle Milton Geis Construction 216-372-0793 8/25 $9,637,128 63%
PERRY CENTER - SHELBURNE PC Construction 6/25 $1,057,550 42%
MUSEUM Phone: 802-658-1400
266 College Street Apartments ReArch Company, LLC 9/25 $3,291,374 81%
 802-863-8727
Porters Point School Colchester PC Construction 11/25 $2,054,521 23%
 Phone: 802-658-1400
BTV BETA Hanger - Silver Maple Silver Maple Construction 11/25 $1,886,151 72%
 802-989-7677
CSWD WILLISTON ReArch Company, LLC 11/25 $3,550,000 45%
 802-863-8727
ST ALBANS HOUGHTON PARK City of St. Albans 10/25 $2,853,170 3%
CSO STORAGE TANK - 802-524-1500
CONTRACT 2
EAAFB ASP PH II Improvements DEW Construction 2/26 $1,275,000 0%
 802-497-7851
South Burlington Paving City of South Burlington 4/26 $1,120,739 0%
 802-658-7961
Windswept Meadows Glaser Rivers Edge Building 2/26 $1,477,435 6%
 Development Ph: 802-872-5390
City of Burlington CY26 City of Burlington 5/26 $1,466,727 0%
Sidewalk Laura Wheelock
 Phone: 802-338-2125
 lwheelock@burlingtonvt.gov
UVM Main Street Pond UVM Planning, Design and 5/26 $1,699,000 0%
 Construction
 Adam Frazier 802-656-0785
Global Foundries FAB 9 JE Dunn – Mason Ray 5/26 $875,000 0%
 Phone: 620-704-0906




 P. O. Box 2286, South Burlington, VT 05407 • 20 Redimix Drive, Williston, VT 05495
 S.D. Ireland is an Equal Opportunity Employer Page 95 of 320
 SCHEDULE B
PREVIOUS EXPERIENCE (Include ALL Projects Completed within last 5 years)
Project Name Owner's Contact Person Design Engineer Contract Date Type of Work Status Cost of Work

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:




 EJCDC® C-451, Qualifications Statement.
 Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 2 of 4

 Page 96 of 320
 SCHEDULE B
PREVIOUS EXPERIENCE (Include ALL Projects Completed within last 5 years)
Project Name Owner's Contact Person Design Engineer Contract Date Type of Work Status Cost of Work

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:

 Name: Name:
 Address: Company:
 Telephone: Telephone:




 EJCDC® C-451, Qualifications Statement.
 Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 3 of 4

 Page 97 of 320
Page 98 of 320
 SCHEDULE C - LIST OF MAJOR EQUIPMENT AVAILABLE

ITEM PURCHASE DATE CONDITION ACQUIRED VALUE




 EJCDC® C-451, Qualifications Statement.
 Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies,
 and American Society of Civil Engineers. All rights reserved.
 Page 4 of 4

 Page 99 of 320
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Page 105 of 320
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Page 109 of 320
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Page 111 of 320
ATTACHMENT B




 Page 112 of 320
Page 113 of 320
Page 114 of 320
Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D




 28




 Page 115 of 320
Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D




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Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D




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Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D




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Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D




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Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D




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Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D




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Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D




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Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D




 Page 123 of 320
 Board of Finance and City Council Submission Checklist
 Department: DPW – Water Resources Submitter: Ashley Walenty & Megan Moir
 Title/Subject: Construction Contract Award for North Ave Stormwater Improvements

 Approval: Meeting Date:
 ☐ Board of Finance Click or tap to enter a date.
 ☐ City Council Click or tap to enter a date.
 ☒ Concurrent 6/29/2026

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

Signoffs Received

 Date
 Signoff Needed Received Note
 Received
 Department Head Yes 6/23/2026 Chapin Spencer

 Mayor’s Office informed and approved memo Yes 6/23/2026 Lisa Gerlach
 Board/Commission, if required Choose an Click or tap Click or tap here to
 item. to enter a enter text.
 date.
 City Attorney’s Office has approved contract N/A
 and/or legal documents,
 -Identify attorney in note
 City Attorney’s Office has approved memo and Yes 6/23/2026 Jessica Brown
 motion(s) or resolution(s)
 -Identify attorney in note
 CAO has reviewed budget, financing, and Yes 6/23/2026 Katherine Schad
 memo
 Human Resources, if personnel action N/A Click or tap Click or tap here to
 -Identify HR Manager in note to enter a enter text.
 date.
 CIO, if an IT-related investment/purchase N/A Click or tap Click or tap here to
 to enter a enter text.
 date.


Materials Included

 Included? Note
 Final Memo Attached? Yes Click or tap here to enter text.
 Contract Attached, if applicable? Choose an item. Click or tap here to enter text.
 Additional Materials, if necessary Yes Click or tap here to enter text.
 Draft Resolution or Motion? Choose an item. Click or tap here to enter text.
 If for submission to Council, are Choose an item. Click or tap here to enter text.
 sponsors identified?




 Page 124 of 320
 Resolution Relating to RESOLUTION________
 Sponsor(s): Bd. of Finance
 Introduced: ____________________
 AUTHORIZATION TO ENTER INTO A CAPITAL LEASE
 Referred to: ____________________
 PURCHASE AGREEMENT WITH M&T BANK FOR ______________________________
 AIRPORT IMPROVEMENTS Action: ________________________
 Date: __________________________
 Signed by Mayor: ________________

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

 1 That WHEREAS, the City of Burlington, Vermont (the “City”) owns and operates the Patrick Leahy
 2 Burlington International Airport (the “Airport”); and
 3 WHEREAS, Section 48(50) of the City Charter authorizes the City to acquire and hold by lease,
 4 purchase, or gift and to maintain a public aviation field and municipal airport and to properly equip the same
 5 for use, and to manage and control such aviation field and its equipment; and
 6 WHEREAS, Section 276(2) of the City Charter gives the City Council the exclusive general
 7 management and control of all lands owned or leased and used by the City for the purpose of a municipal
 8 airport, and of all buildings, property, and equipment of the City thereon, and authorizes the City Council to
 9 see that the same are kept in good condition and repair; and
10 WHEREAS, Section 64b(b) of the City Charter authorizes and empowers the City to improve its
11 airport for the purposes of providing expanded service and facilities to the users of the airport; and
12 WHEREAS, Section 55 of the City Charter grants the City Council the exclusive power to authorize a
13 sale or lease of any real or personal estate belonging to the City; and
14 WHEREAS, the Airport’s existing maintenance and storage building does not provide adequate
15 storage to protect the Airport’s snow removal equipment, as required by Federal Aviation Administration
16 (“FAA”) regulations; and
17 WHEREAS, the City desires to finance the construction of a new snow removal equipment building to
18 replace its current maintenance and storage building in order to meet FAA regulations (the “Project”) though
19 lease financing, pursuant to which the City will (i) enter into a ground lease for the real property where the
20 Project will be constructed (the “Property”) with the financial institution providing the lease financing (the
21 “Lessor”); (ii) construct the Project using the proceeds of the lease financing; and (iii) enter into a lease-
22 purchase agreement with the Lessor to lease back the Property and the improvements thereon, with the City
23 making lease payments, subject to annual appropriation by the City Council, and acquiring ownership upon
24 repayment in full of the lease financing; and
25 WHEREAS, the City and the Airport have solicited proposals from qualified financial institutions to


 Page 125 of 320
 Page 2
 Resolution Relating to AUTHORIZATION TO ENTER INTO A CAPITAL LEASE PURCHASE
 AGREEMENT WITH M&T BANK FOR AIRPORT IMPROVEMENTS


26 provide for such lease financing (the “Financing”); and
27 WHEREAS, the Airport has selected M&T Bank’s proposal as the best proposal for the Financing; and
28 WHEREAS, the City expects that the FAA will authorize the collection of Passenger Facility Charges
29 (“PFCs”) to reimburse the City for the cost of the Project and that the same is expected to be pledged for the
30 repayment of the Financing;
31 NOW, THEREFORE, BE IT RESOLVED that the City Council hereby determines that it is in the
32 City’s best interests to finance the Project through a lease financing agreement, in an amount not to exceed
33 $26,500,000, at an interest rate not to exceed 6.00% per annum, for a term not to exceed twenty (20) years,
34 and where the lease payments shall be subject to annual appropriation by the City Council; and
35 BE IT FURTHER RESOLVED that the City is authorized to open a construction account with M&T
36 Bank or Zions Bancorporation, National Association to hold the proceeds of the Financing during the
37 construction of the Project; and
38 BE IT FURTHER RESOLVED that the ground lease and lease-purchase agreement with M&T Bank
39 (the “Lease Documents”) in substantially the form presented to the City Council are approved and that the
40 Mayor and Chief Administrative Officer are authorized to execute, acknowledge and deliver the such Lease
41 Documents (with such changes as the Mayor and the Chief Administrative Officer may deem necessary and in
42 the City’s best interest) and to affix the City’s official seal to the Lease Documents and attest to the same, it
43 being understood that, pursuant to Section 55 of the City Charter, the signature of the Mayor shall be required
44 on the Lease Documents; and
45 BE IT FURTHER RESOLVED that the Mayor, Chief Administrative Officer, Director of Finance,
46 Assistant Director of Finance, and the Director of Aviation of the Airport (the “Authorized Officers”) are, and
47 each one of them individually is, authorized to execute, acknowledge and deliver any additional agreements,
48 certificates, and documents related to the Lease Documents that such Authorized Officer deems to be
49 necessary and desirable in connection with the Financing, all subject to the prior review and approval of the
50 City Attorney or Bond Counsel to the City; and
51 BE IT FURTHER RESOLVED that the Authorized Officers are hereby authorized and directed to
52 execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and
53 to do or cause to be done any and all other acts and things necessary to properly carry out this resolution and
54 the closing of the Financing for the Project; and




 Page 126 of 320
 Page 3
 Resolution Relating to AUTHORIZATION TO ENTER INTO A CAPITAL LEASE PURCHASE
 AGREEMENT WITH M&T BANK FOR AIRPORT IMPROVEMENTS


55 BE IT FURTHER RESOLVED that the Fiscal Year 2027 budget for the Airport adopted by the City
56 Council includes an appropriation for an amount sufficient to make the lease payment for Fiscal Year 2027
57 under the Lease Documents; and
58 BE IT FURTHER RESOLVED that to the extent permitted by applicable law, the City Council hereby
59 appropriates any PFCs authorized by the FAA in connection with the Project and collected by the Airport for
60 the payment of the Financing; and
61 BE IT FURTHER RESOLVED that the City Council ratifies the actions taken by City officers in
62 connection with obtaining the Financing.
63
64
65 TM/Resolutions 2026/Authorization to Enter into a Capital Lease Purchase Agreement with M&T Bank for Airport Improvements
66 6/29/26




 Page 127 of 320
TO: Board of Finance, City of Burlington
 City Council, City of Burlington

FROM: Patrick Leahy Burlington International Airport (BTV)
 Nic Longo, Director of Aviation
 Larry Lackey, Director of Planning, Engineering, and Sustainability

DATE: June 29, 2026
 July 13, 2026
SUBJECT: Request to Accept and Execute a Lease-Finance Agreement and a Contract Agreement
 with Engelberth Construction, Inc (ECI) for the construction of the Snow Removal
 Equipment (SRE) building and execute a Contract Agreement with Passero Associates,
 Inc (PA) for the construction oversight services of the SRE building.



REQUEST

The Patrick Leahy Burlington International Airport (Airport or BTV) seeks to:

 1. Execute an Agreement with Engelberth Construction, Inc (ECI) for the construction of the SRE
 building.
 2. Execute an Agreement with Passero Associates, Inc (PA) for the construction oversight services
 of the SRE building.
 3. Execute a Lease-Finance Agreement with M&T Bank for the construction financing of the SRE
 building.
 4. Create a budget neutral capital project to the Fiscal Year 2027 BTV Airport Improvement Project
 Fund related to this construction project to increase lease proceeds and capital expenditures by
 $26,500,000

Background Information-Project Description

This project is the result of the SRE Building Alternatives Study which determined the project
parameters, identified the site along with building design layout that has been chosen by BTV. The SRE
building will be constructed near Taxiway G in the northwest corner of the field at the Airport to meet




 Page 128 of 320
the applicable FAA advisory circulars for Snow Removal Equipment Buildings and Airfield Design.
The construction will consist of a building with approximately 44,500 SF of gross floor area, an
estimated 137,000 SF asphalt apron to support equipment and vehicle parking and movement around
the building, and an access road to connect the apron to Taxiway Golf. The relocation of FAA equipment
that is required to be moved due to the addition of this new building. The FAA granted funds to
accomplish the alternatives study and design of this relocation.

The construction of the SRE building requires the relocation of conduit that is owned by the FAA. This
consists of the FAA Administrative oversight and review of design and construction aspects related to
this conduit relocation. FAA is the owner of the conduit requiring this oversight.

PROJECT APPROACH

Engelberth Construction, Inc. was selected through a competitive bid process in January 2026. There
was a total of 3 bids. ECI was the lowest responsive, responsible comprehensive bid.

Passero Associates (PA) was selected to provide the construction oversight through the Airport’s
selection process by meeting standards by the FAA for this project. This price was determined through
an extensive pricing process established by the FAA for all airport improvement projects (AIP) grant
funded projects. For FAA AIP projects, a qualification-based process with an independent fee estimate
(IFE) is completed for projects. Anything over $100,000.00 requires it to be reviewed by an independent
engineer/reviewer of scope and fee. Once this is completed a record of negotiations (RON) is completed
if needed, dependent on the results of the IFE.

Benefits:

The FAA requires that certain equipment that is funded with FAA grants to be stored in an enclosed
building. BTV has been challenged by this requirement because the existing maintenance and storage
building was not sized to accommodate the required equipment to house this airport equipment needed
for snow removal events. The equipment includes, but is not limited to, large front-end loaders, very
large multi-tasking equipment which includes a plow, sweeper and blower, snow blower trucks and
plow trucks. This new facility will allow us to meet this requirement.

Funding:

The funding will consist of a fifteen-year lease/finance. The funding is backed and will be paid for
primarily (85.61%) with the Airport’s passenger facilities charges (PFC). The remaining 14.39% will
be paid from our airfield operating budget. The Airport has prepared a new PFC application which
would allow the Airport to use PFC funds for lease payments. The Airport expects to receive FAA
approval by July 15th. The Airport issued a request for lease proposals for the project in May, and
received two proposals June 4th. The Airport selected M&T Bank as the best proposal. M&T Bank




 Page 129 of 320
quoted a 4.88% interest rate. The Airport is working with the City Attorney Office, Thomas Melloni
from Paul Frank & Collins, and PFM to structure the actual Lease. The final lease document will be
subject to approval by the City Attorney’s office.

Budget FY 2027:

The FY 2027 budget needs to be amended to reflect the lease proceeds and related construction capital
expenditures. Regarding the FY 2027 lease principal and interest payments, these were already included
in our annual Airport budget request submitted to the City.


 Org Set GL Account Account Name Increase
Expense
422-35-700-914 9500_110 Capital Expenditures $ 26,500,000
 Total Expense $ 26,500,000
Revenues
422-35-700-914 4870 Lease proceeds $ 26,500,000
 Total Revenues $ 26,500,000




PROPOSED MOTIONS:



Board of Finance:

 1. “To approve and recommend that the City Council authorize the Director of Aviation to
 execute a contract agreement with Engelberth Construction, Inc. for up to $24,284,655.63 with
 a 3.3% contingency for an amount up to $25,087,498 for the construction of the Snow Removal
 Equipment Building (SRE), and any other related documents necessary or convenient to effect
 the transaction, subject to review and approval as to form by the City Attorney’s Office.”

 2. “To approve and recommend that the City Council authorize the Director of Aviation to
 execute a contract agreement with Passero Associates, Inc. for up to $1,367,300.00 with a 3.3%
 contingency for an amount up to $1,412,502 for the for the construction oversight services of the
 Snow Removal Equipment Building (SRE) construction, and any other related documents
 necessary or convenient to effect the transaction, subject to review and approval as to form by
 the City Attorney’s Office.”




 Page 130 of 320
 3. “To approve and recommend that the City Council authorize the Director of Aviation to execute
 a lease/finance agreement with M&T Bank in the amount of $25,651,955.63 with a 3.3%
 contingency for an amount up to $26,500,000 for the oversight and construction of the Snow
 Removal Equipment Building (SRE), any other related documents necessary or convenient to
 effect the transaction, subject to review and approval as to form by legal counsel”


 4. “To approve and recommend that the City Council authorize the Director of Aviation to take
 such further actions, and to approve such further instruments approved as to form by the City
 Attorney, as may be necessary or convenient to effectuate the transactions contemplated hereby.”

 5. To approve and recommend that the City Council waive the reading and adopt the attached
 resolution.




City Council

 1. “To authorize the Director of Aviation to execute a contract agreement with Engelberth
 Construction, Inc. for up to $24,284,655.63 with a 3.3% contingency for an amount up to
 $25,087,498 for the construction of the Snow Removal Equipment Building (SRE), and any
 other related documents necessary or convenient to effect the transaction, subject to review and
 approval as form by the City Attorney’s Office.”

 2. “To authorize the Director of Aviation to execute a contract agreement with Passero Associates,
 Inc. for up to $1,367,300.00 with a 3.3% contingency for an amount up to $1,412,502 for the for
 the construction oversight services of the Snow Removal Equipment Building (SRE)
 construction, and any other related documents necessary or convenient to effect the transaction
 subject to review and approval as to form by the City Attorney’s Office.”

 3. “To authorize the Director of Aviation to execute a lease/finance agreement with M&T Bank in
 the amount of $25,651,955.63 with a 3.3% contingency for an amount up to $26,500,000 for the
 oversight and construction of the Snow Removal Equipment Building (SRE), and any other
 related documents necessary or convenient to effect the transaction, subject to review and
 approval as to form by legal counsel.”

 4. “To authorize the Director of Aviation to take such further actions, and to approve such further




 Page 131 of 320
 instruments approved as to form by the City Attorney, as may be necessary or convenient to
 effectuate the transactions contemplated hereby.”


5. To waive the reading and adopt the attached resolution.




 Page 132 of 320
Page 133 of 320
Page 134 of 320
Page 135 of 320
 CITY OF BURLINGTON
 DRAFT CONSTRUCTION CONTRACT

This Construction Contract (“Contract”) is entered into by and between the City of Burlington, Vermont
(“the City”), and Engelberth Construction, Inc. (“Contractor”), a Vermont corporation
located at 150 Water Tower Circle, Colchester, Vermont.

Contractor and the City agree to the terms and conditions of this Contract.

1. DEFINITIONS

The following terms shall be construed and interpreted as follows:

 A. “Contract Documents” means all the documents identified in Section 7.A.

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

 C. “Party” means the City or Contractor, and “Parties” means the City and Contractor.

 D. “Project” means the Construction of the Snow Removal Equipment (SRE) Building.

 E. “Work” means the services described in Section 5 (Payment for Services) of this Contract, along
 with the specifications contained in the Contract Documents as defined in Section 4 (Scope of
 Work) below.

 F. “City” The City is the Project Owner and is an entity identified as such throughout the Contract
 Documents. The City shall designate in writing a representative who shall have express authority
 to bind the City with respect to all matters requiring the City’s approval or authorization. The
 City’s Designated Representative is a person empowered and duly authorized to make decisions
 on behalf of the City concerning estimates and schedules, construction budgets and Changes in
 the Work. The Contractor may rely on any order, consent, or approval given to the Contractor by
 such person.

 City’s Designated Representative
 Larry Lackey, Director of Engineering
 Patrick Leahy Burlington International Airport
 1200 port Drive, #1
 South Burlington, VT 05403

 G. “Contractor” The Contractor is an entity identified as such throughout the Contract
 Documents. The Contractor’s Designated Representative is a person empowered and duly
 authorized to make decisions on behalf of the Contractor. The Contractor’s shall
 designate in writing a representative who shall have express authority to bind the
 Contractor with respect to all matters under this Contract.


 Page 136 of 320
 Contractor’s Designated Representative
 Brendan Jones, Project Manager
 150 Water Tower Circle, Suite 101
 Colchester, VT 05446

2. RECITALS

 A. Authority. Each Party represents and warrants to the other that the execution and
 delivery of this Contract and the performance of such Party’s obligations have been duly
 authorized.

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

 C. Purpose. The City seeks to employ the Contractor to construct a stand-alone one-story
 43,000+/- sf pre-engineered metal building to provide direct access to the primary
 taxiway and fully within the secure perimeter of the airport to house parking spaces for
 23 vehicles, including Multi-Task Equipment (MTE), plows, blowers, and loaders, office
 and support spaces for airport maintenance staff, and a new fuel island and separate
 material storage building to hold sand and runway de-icing materials.

3. EFFECTIVE DATE & TERM

 A. Effective Date. This Contract shall not be valid or enforceable until the Effective
 Date. The City shall not be bound by any provision of this Contract before the
 Effective Date and shall have no obligation to pay Contractor for any performance or
 expense incurred before the Effective Date or after the expiration or termination of
 this Contract.

 B. Term. This Contract and the Parties’ respective performance shall commence on the
 Effective Date and expire on final acceptance by the City, unless sooner terminated
 as provided herein. Contractor shall complete the Work no later than five hundred
 seventy-five (575) calendar days after the Date of Commencement, subject to
 extensions of time granted pursuant to Owner-approved Change Orders in
 accordance with the Contract Documents. As stated in the Contract Damages,
 provisions of this Contract relating to indemnification, defense, release of liability,
 or warranty shall survive termination hereof.

 C. Liquidated Damages for Contractor’s Delay. Except for delays caused primarily by
 the City’s own fault, and except in case of a force majeure event promptly reported
 to the City as required in the Contract Documents, if the Work is not completed by
 the foregoing date, the City shall be entitled to assess liquidated damages in an
 amount up to $3000 per day for each business day that the completion of the Work
 is delayed.

 D. Limitation on City’s Delay Damages the City is not responsible for payment of

 Page 137 of 320
 damages for: (1) delays not caused by the City’s sole fault, (2) delays caused by
 force majeure events beyond the City’s reasonable control, or (3) suspension of
 Work by the City in its sole discretion up to ninety (90) days or as otherwise agreed
 by Contractor, as described in the Contract Documents.

4. SCOPE OF WORK

Contractor shall construct the Project in accordance with all the provisions hereof, including
with the Contract Documents and the plans, specifications, and technical details on-file with the
City and referenced or included in the Request for Price Quotations November 19, 2025,
including any addenda thereto), all of which are incorporated herein by this reference as
though fully set forth. The Work shall be done to the reasonable satisfaction of the Owner’s
Representative, and final acceptance shall not occur until the Owner’s Representative
determines that the Work is in conformance with the Contract Documents.

5. PAYMENT FOR SERVICES

 A. Amount. The City shall pay the Contractor for completion of the Work in accordance
 with Attachment B (Contractor’s Bid Proposal) dated January 16, 2026, subject to the
 Maximum Limiting Amount in Paragraph C, below.

 Contractor agrees to accept this payment as full compensation for performance of all
 services and expenses incurred under this Agreement.

 B. Payment Schedule. The City shall pay the Contractor in the manner and at such times
 as set forth in the Contract Documents [or as follows. The City seeks to make payment
 within thirty days of receipt of an invoice and any backup documentation requested
 under Subsection E Applications for Payment below.

 C. Maximum Limiting Amount. The total amount that may be paid to the Contractor for
 all services and expenses under this Contract shall not exceed the maximum limiting
 amount of Twenty-Four Million Three Hundred Ninety-Two Thousand Thirty-Eight
 $24,392,038.00 Dollars, subject to additions and deletions as provided in the Contract
 Documents. The City shall not be liable to Contractor for any amount exceeding the
 maximum limiting amount without duly authorized written approval.
 D. Changes in the Work: The City may, without invalidating the Contract, order Changes in
 the Work within the general scope of the Contract consisting of additions and deletions
 or other revisions. The City shall issue such changes in writing. Change Orders that reflect
 an increase in the Contract Sum will be equal to the Contractor’s net cost of the increased
 Scope of Work, plus ten (10%) percent for overhead and profit. Deductive Change Orders
 shall be based on the decreased Cost of the Work only.

 E. Applications for Payment. Contractor shall submit a detailed Schedule of Values with
 each Application for Payment. Applications for Payment shall be based on the most
 recent schedule of values submitted by the Contractor in accordance with the Contract
 Documents. The Schedule of Values shall allocate the entire Contract Sum among the
 various portions of the Work. The Schedule of Values shall be prepared in such form,

 Page 138 of 320
 and supported by such data to substantiate its accuracy, as the Owner may require. This
 schedule of values shall be used as a basis for reviewing the Contractor’s Applications
 for Payment. Contractor shall submit one copy of each invoice, including rates and a
 detailed breakdown by task for each individual providing services, and backup
 documentation for any equipment or other expenses to the following:

 Madison Reagan, Environmental Compliance & Project Manager
 Patrick Leahy Burlington International Airport
 1200 Airport Drive
 South Burlington, VT 05403
 mreagan@btv.aero

 The City reserves the right to request supplemental information prior to payment.
 Contractor shall not be entitled to payment under this Contract without providing
 sufficient backup documentation satisfactory to the City.

  F. Retainage and Lien Releases. R etainage shall be withheld on the Contractor’s
 Applications for Payment until final completion and acceptance of the Project, and
 completion of all Punchlist Items. The City’s Designated Representative and the
 Contractor shall agree upon a mutually acceptable procedure for reduction of retention
 for subcontractors. Early reduction of retainage for select subcontractors shall be based
 upon completion dates and performance and shall be solely at the discretion and
 approval of the City. Progress payments and final payment shall not be made without
 submission of completed lien releases. Five percent (5%) of the total contract amount
 due shall be withheld as retainage until final acceptance of the work and receipt of final
 lien releases.

6. SECTION & ATTACHMENT HEADINGS

  The article and attachment headings throughout this Contract are for the convenience of
  City and Contractor and are not intended nor shall they be used to construe the intent of
  this Contract or any part hereof, or to modify, amplify, or aid in the interpretation or
  construction of any of the provisions hereof.

7. CONTRACT DOCUMENTS & ORDER OF PRECEDENCE

  A. Contract Documents. The Contract Documents are hereby adopted, incorporated by
 reference, and made part of this Contract. The intention of the Contract Documents is
 to establish the necessary terms, conditions, labor, materials, equipment, and other
 items necessary for the proper execution and completion of the Work to ensure the
 intended results.

 The following documents constitute the Contract Documents:

 Attachment A: Invitation to bid, dated November 19, 2025, as amended and agreed
 upon by the parties.
 Attachment B: Contractor’s Bid Form, as amended and agreed upon by the parties.

 Page 139 of 320
 Attachment C: Burlington Standard Provisions for Construction Contracts, as amended
 and agreed upon by the parties.
 Attachment C-1: Insurance and Indemnification Provisions, as amended and agreed
 upon by the parties.
 Attachment C-2: Federal Contract Requirements (combine with Attachment A, and not
 re-attached to executed agreement except that all executed certifications shall be
 attached to Attachment B)
 Attachment C-3: FAA General & Special Conditions (combined with Attachment A, and
 not re-attached to executed agreement)
 Attachment D: Livable Wage Certification
 Attachment E: Outsourcing Certification
 Attachment F: Union Deterrence Certification
 Attachment G: Contractor’s Certificate of Insurance
 Attachment H: Form of Lien Releases
 Attachment I: Contractor’s Payment & Performance Bonds

B. Order of Precedence. This Contract shall govern over the other Contract Documents;
 plans, technical specifications, and technical details shall govern over other provisions;
 and the remaining Contract Documents shall govern over conflicting provisions of
 Contractor’s Bid, Subcontractor’s List, and Schedule.

8. Permits: The Contractor acknowledges and agrees that compliance with properly issued
permits is a condition for commencing with any portion of the Work. The Contractor shall
only proceed with Work for which the appropriate permit has been issued in accordance with
the applicable regulations and as required by law.

 — Signatures follow on the next page —




 Page 140 of 320
SIGNATURE

  Persons signing for the Parties hereby swear and affirm that they are authorized to act on
  behalf of their respective Party and acknowledge that the other Party is relying on their
  representations to that effect. This Contract may be executed in counterparts, each of
  which may be deemed an original. This Contract may be executed electronically, and an
  electronic copy or other facsimile shall be treated as an original.


 Contractor
 Engelberth Construction, Inc.


 By:
 Pierre G. LeBlanc, President


 Date:




 City of Burlington
 Department of Aviation


 By:
 Nic Longo, Director of Aviation


 Date:




 Page 141 of 320
 Attachment A:
 Invitation for Bid, dated November 19, 2025


 (Noted sections of the Invitation for Bids to be Inserted on following pages)

The Requirement to comply with 49 USC § 50101, BABA-related sections of the Invitation to Bid, are excluded and
are not incorporated into this Agreement. The excluded sections are stricken and follow:

Invitation to Bid
 • BP-47, Section K. Certificate of Buy American Compliance for Manufactured Products

Attachment C-2 Federal Contract Requirements
 • FP-2, A4 BUY AMERICAN PREFERENCE
 • FP-3, Section A4.3.2 Certification of Compliance with FAA Buy American Preference Construction Projects
 • FP-5, Section A3.3.3 Certification of Compliance with FAA Buy American Preference Equipment/Building
 Projects.




 Page 142 of 320
 Attachment B:
 Contractor’s Bid Form

(Completed Bid Forms to be Inserted on following pages, including federal certifications)
• BP-24 and BP-26 of the Completed Bid Forms are amended for correction.

• BP-47 Section K. Certificate of Buy American Compliance for Manufactured Products and
 Bid Submission Checklist Section K. are excluded and do not apply to this agreement.




 Page 143 of 320
 Attachment C:
Burlington Standard Contract Provisions for Construction Contracts




 Page 144 of 320
 ATTACHMENT C:
 BURLINGTON STANDARD CONTRACT CONDITIONS FOR
 CONSTRUCTION CONTRACTORS

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 Engelberth Construction, Inc.
 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 subcontractors, if any.

5. PERSONNEL REQUIREMENTS AND CONDITIONS: A Contractor shall employ only qualified
 personnel with responsible authority to supervise the work. The City shall have the right to
 approve or disapprove key personnel assigned to administer activities related to the Contract.

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

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

 2. Any City employees 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,




 Page 145 of 320
 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, in the opinion of the City,
 in the due and proper performance of Contractor’s duties, or who neglects or refuses to comply
 with the requirements of the Contract.

6. 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.

7. RESPONSIBILITY FOR SUPERVISION: The Contractor shall assume primary responsibility for
 general supervision of Contractor employees and any subcontractors 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 subcontractors and any
 other person performing work under this Contract.

8. 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.

 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.

9. UTILITIES & ACCESS: 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 and will enter into 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.

 The City shall provide the land and/or construction easements for the land upon which the Work
 under this Contract is to be done, and will, so far as is convenient, permit the Contractor to use
 as much of the land as is required for the erection of temporary construction facilities and storage




 Page 146 of 320
 of materials, together with the right of access to same, but beyond this, the Contractor shall
 provide at the Contractor’s cost and expense any additional land required.

10. PROTECTION OF PROPERTY:

 A. In General: Contractor shall avoid damage, as a result of its operations, to trees, plant life,
 existing sidewalks, curbs, streets, alleys, pavements, utilities, adjoining property, the work of
 other contractors, and the property of the City and others. Contractor shall, at its own
 expense, repair any damage to any property caused by Contractor’s operations.

 B. Underpinning and Shoring: Contractor shall become familiar with the requirements of local
 and state laws applicable to underpinning, shoring and other work affecting adjoining
 property, and wherever required by law Contractor shall shore up, brace, underpin, secure
 and protect as may be necessary all foundations and other parts of existing structures
 adjacent to, adjoining, and in the vicinity of the site, which may be affected in any way by
 the excavations or other operations connected with the work to be performed under this
 Contract.

 C. Damage to Utilities: Contractor shall be responsible for all damage to any utility equipment
 or structures caused by its acts or omissions to act, whether negligent or otherwise, and shall
 leave the utility equipment or structures in as good condition as they were in prior to the
 commencement of operations under this contract. However, any utility equipment or
 structures damaged as a result of any act, or omission to act, of the contractor may, at the
 option of the city department, utility company, or other party owning or operating the utility
 equipment or structures damaged, be repaired by the city department, utility company, or
 other party, and in that event, the cost of repairs shall be borne by Contractor.

11. PUBLIC RELATIONS: Throughout the performance of the Contract, the Contractor will endeavor
 to maintain good relations with the public and any affected property owners. Personnel
 employed by or representing the Contractor shall conduct themselves with propriety. The
 Contractor agrees to inform property owners and/or tenants, in a timely manner, if there is
 need for entering upon private property as an agent of the City, in accordance with 19 V.S.A. §
 35 and
 §.503, to accomplish the work under the Contract. The Contractor agrees that any work will be
 done with minimum damage to the property 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.

12. 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.




 Page 147 of 320
13. 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.

14. RESPONSIBILITY OF COST: The Contractor shall furnish and pay the cost, including taxes (except
 tax-exempt entities) and all applicable fees, of all the necessary materials and shall furnish and
 pay for full-time on-site superintendence during any construction activity, labor, tools,
 equipment, and transportation. The Contractor shall perform all the Work required for the
 construction of all items listed and itemized under Attachment A (Request for Proposals) and
 Attachment B (Contractor’s Response to Request for Proposals) and in strict accordance with the
 Contract Documents and any amendments thereto and any approved supplemental plans and
 specifications. The Contractor agrees to pay all claims for labor, materials, services and supplies
 and agrees to allow no such charge, including no mechanic’s lien, to be fixed on the property of
 the City.

15. 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. When applicable,
 for the type of payment specified in the Contract, a progress report shall summarize actual costs
 and any earned portion of fixed fee. 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.

 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.




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 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 by 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, 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 encompassed in conformance therewith,
 the fee specified in the Contract.

16. 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.

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

18. CHANGE ORDERS & AMENDMENTS: No changes or amendments to the Contract shall be
 effective unless documented in writing and signed by authorized representatives of the City and
 the Contractor. All changes affecting the Project's construction cost, length of time, or
 modifications of the terms or conditions of the Contract, must be authorized by means of a
 written Contract Change Order which is mutually agreed to by the City and Contractor. The
 Contract Change Order will include extra Work, Work for which quantities have been altered
 from those shown in the Bid Schedule, as well as decreases or increases in the quantities of
 installed units from those shown in the Bid Schedule because of final measurements. All
 changes must be recorded on a Contract Change Order (which form is part of these Contract




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 Documents) and fully executed before they can be included in a partial payment estimate.
 Changes for Work, quantities, and/or conditions will include any respective time adjustment, if
 justified. Time adjustments will require an updated Project Schedule with the Change Order.

19. 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. The Contractor may request an extension of time for such delays or hindrances, if any.

 Time extensions may 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.

 The City may suspend the work or any portion thereof for a period of not more than ninety (90)
 days at its discretion or such further time as agreed by the Contractor. The Contractor will be
 allowed an extension of contract time directly attributable to any suspension.

20. 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.


  21. 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.




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22. PAYMENT FOR EXTRA WORK, ADDITIONAL SERVICES OR CHANGES: The City
 may, in writing, require or agree to changes, or additions to or deletions from the originally
 contemplated 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, by one or more of
 the following:

 1. Fixed Price. By a price that is not subject to any adjustment on the basis of the Contractor’s
 expenses experienced in performing the work. The Contractor is fully responsible for all
 costs and resulting profit or loss.

 2. Rate Schedule. By unit prices designated in the Contract, or by unit prices covered under
 any subsequent contracts.

 3. Actual Cost. By amounts determined on the basis of actual costs incurred, as distinguished
 from forecasted expenditures.

 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 of all change work, in a form
 satisfactory to the City. 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.

23. 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.

24. 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




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 City.

25. 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 its sureties
 from any obligations under the Contract Documents or any performance or payment bond.

26. 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 in the course 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.

27. PROPRIETARY RIGHTS: The Parties under the Contract hereby mutually agree that, if patentable
 discoveries or inventions should result from work performed by the Contractor 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.

28. 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.

29. RECORDS RETENTION AND ACCESS: The Contractor agrees to retain, in its files, and to produce
 to the City—within the time periods requested—all books, documents, electronic data media
 (EDM), accounting records, and other records produced or acquired by the Contractor in the
 performance of this Contract which are related to the City, at any time during this Contract and
 for a period of at least three (3) years after its completion or termination. In addition, if any




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 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 any time within the aforementioned retention
 period. Copies of all of the above-mentioned 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, subcontractors, 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.

30. WARRANTY: In addition to any warranty provided by the manufacturer or distributor,
 Contractor guarantees the Work performed, and all materials or equipment furnished, to be
 free from defects in material and workmanship for a minimum period of one (1) year from the
 date of the City’s acceptance of completion. The Contractor’s warranty is not intended and shall
 not be interpreted as a limitation upon the City’s rights or a waiver of manufacturer and
 distributor warranties, any subcontractor warranties, or any other warranties provided in
 connection with the Work.

Contractor, at its own expense, shall make any repairs, or replacement necessary to correct these
defects to the satisfaction of the City.

 This warranty of material and workmanship applies only:

 1. To the property only as long as it remains in the possession of the City.

 2. To the Work that has not been subject to accident, misuse, or abuse by someone other
 than the Contractor.

 3. To the Work that has not been modified, altered, defaced, or had repairs made or
 attempted by someone other than the Contractor.

 4. If the Contractor is immediately notified in writing within ten (10) days of first knowledge
 of the defect by the City.

 5. If the Contractor is given the first opportunity to make any repairs, replacements, or
 corrections to the defective construction at no cost to the City within a reasonable period
 of time.

 Under no circumstances shall Contractor be liable by virtue of this warranty or otherwise for
 damage to any person or property whatsoever for any special, indirect, secondary or
 consequential damages of any nature however arising out of the use or inability to use because
 of the construction defect.

 If the Contractor is unable, after receipt of two (2) written notices given to Contractor by the




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 City, to successfully repair or replace the labor, equipment, or materials within six (6) months
 of the second notice, then the District's repair and replace warranty shall be deemed to have
 failed and the City's rights and remedies shall not be limited by the provisions of this section.

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,
 and the Contractor has satisfactorily performed all obligations in accordance with the
 Contract Documents, payment to the Contractor will be made promptly for all direct costs
 incurred 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,
 plus a reasonable fee for overhead and profit. 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 plus a reasonable fee to the date of said termination. Such requests for
 reimbursement shall be supported with factual data and shall be subject to the City’s
 approval. The Contractor shall make no claim for additional compensation against the City
 by reason of such termination.

 B. Termination for Cause:

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



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 workmanship, or performance guaranty. Contractor will not be in default for any
 excusable delays as provided in Sections 18-20.

 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. 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.

 iii. 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.

 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.

34. GENERAL COMPLIANCE WITH LAWS: The Contractor and any subcontractor 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).

35. SAFETY REQUIREMENTS: The Contractor shall comply with all pertinent provisions of the
 Occupational Safety and Health Administration (OSHA) and any VOSHA (Vermont OSHA) Safety
 and Health requirements, including the provision and use of appropriate safety equipment and
 practices.

 The Contractor, and not the City, shall be responsible for the safety, efficiency, and adequacy of
 Contractor’s or its subcontractors’ plant, appliances, equipment, vehicles, and methods, and for
 any damages, which may result from their failure or their improper construction, maintenance
 or operation.

36. 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 subcontractors, shall




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 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.

37. 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.

38. 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, 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.

39. 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.

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

41. TRANSFERS, SUBLETTING, ASSIGNMENTS, ETC: 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 subcontractor participates in any work involving additional services, the
 estimated extent and cost of the contemplated work must receive prior written consent of the
 City. The approval or consent to assign or sublet any portion of the work, shall in no way relieve
 the Contractor of responsibility for the performance of that portion of the work so transferred.
 The form of the subcontractor’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 subcontractor 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.

42. CONTINUING OBLIGATIONS: The Contractor agrees that if because of death, disability, or other




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 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.

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

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

45. 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.

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

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

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




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

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

51. APPENDICES: The City may attach, to these specifications, 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.

52. 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.

53. 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.

54. FEDERAL CONTRACT REQUIREMENTS: The federal contract requirements attached hereto as
 Attachment C-2, and the FAA General & Special Conditions attached as Attachment C-3, are
 incorporated herein by this reference.

55. SCHEDULES: The Contractor shall prepare and submit for the City’s information a Schedule for
 the Work. The schedule, including the time required for design and construction, shall not exceed
 time limits current under the Contract Documents, shall be revised at appropriate intervals as
 required by the conditions of the Work and Project, shall be related to the entire Project to the
 extent required by the Contract Documents, shall provide for expeditious and practicable
 execution of the Work, and shall include allowances for periods of time required for the City’s
 review and for approval of submissions by authorities having jurisdiction over the Project.

56. SUBMITTALS: Prior to submission of any Submittals, the Contract shall prepare a Submittal
 schedule, and submit the schedule for the City’s approval. The City’s approval shall not
 unreasonably be delayed or withheld. The Submittal schedule shall (1) be coordinated with the
 Contractor’s schedule (2) allow the City reasonable time to review Submittals, and (3) be
 periodically updated to reflect the progress of the Work. The City shall review and approve or
 take other appropriate action on Submittals. Review of Submittals is not conducted for the




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 purpose of determining the accuracy and completeness of other details, such as dimensions and
 quantities; or for substantiating instructions for installation or performance of equipment or
 systems; or for determining that the Submittals are in conformance with the Contract
 Documents, all of which remain the responsibility of the Contractor as required by the Contract
 Documents. The City’s action will be taken in accordance with the submittal schedule approved
 by the City or, in the absence of an approved submittal schedule, with reasonable promptness
 while allowing sufficient time in the City’s judgment to permit adequate review.

57. CONSTRUCTION DOCUMENTS: The Construction Documents shall establish the quality levels of
 materials and systems required. The Contractor shall provide the Construction Documents to
 the City for the City’s information. If the City discovers any deviations between the Construction
 Documents and the Contract Documents, the City shall promptly notify the Contractor of such
 deviations in writing. The Construction Documents shall not modify the Contract Documents
 unless the City and Contractor execute a Modification. The failure of the City to discover any such
 deviations shall not relieve the Contractor of the obligation to perform the Work in accordance
 with the Contract Documents.

58. PERMITS: The Contractor shall secure the building permit and any municipal, local and state
 permits necessary for the proper execution and completion of the Work and which are legally
 required. The Contractor has included the cost of the South Burlington Construction Permit in
 the Contract Price. The Contractor shall secure and pay for all sub-trade permits necessary for
 proper execution of the Work and Substantial Completion of the Project.

59. TESTS AND INSPECTIONS: Tests, inspections and approvals of portions of the Work shall be
 made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes,
 rules and regulations or lawful orders of public authorities. Unless otherwise provided, the
 Owner shall make arrangements for such tests, inspections and approvals with an independent
 testing laboratory or entity acceptable to the City, or with the appropriate public authority, and
 shall bear all related costs of tests, inspections and approvals.

60. CONCEALED OR UNKNOWN CONDITIONS: If the Contractor encounters conditions at the site
 that are (1) subsurface or otherwise concealed physical conditions that differ materially from
 those indicated in the Contract Documents or (2) unknown physical conditions of an unusual
 nature that differ materially from those ordinarily found to exist and generally recognized as
 inherent in construction activities of the character provided for in the Contract Documents, the
 Contractor shall promptly provide notice to the City before conditions are disturbed and in no
 event later than 21 days after first observance of the conditions. The City shall promptly
 investigate such conditions and, if the City determines that they differ materially and cause an
 increase or decrease in the Contractor’s cost of, or time required for, performance of any part
 of the Work, shall recommend an equitable adjustment in the Contract Sum or Contract Time,
 or both. If the City determines that the conditions at the site are not materially different from
 those indicated in the Contract Documents and that no change in the terms of the Contract is
 justified, the City shall promptly notify the Contractor in writing, stating the reasons.




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61. HAZARDOUS MATERIALS: The Contractor is responsible for compliance with any requirements
 included in the Contract Documents regarding hazardous materials. If the Contractor
 encounters a hazardous material or substance not addressed in the Contract Documents and if
 reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to
 persons resulting from a material or substance, including but not limited to asbestos or
 polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall,
 upon recognizing the condition, immediately stop Work in the affected area and report the
 condition to the City in writing. When the material or substance has been rendered harmless,
 Work in the affected area shall resume upon written agreement of the City and Contractor. By
 Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be
 increased in the amount of the Contractor’s reasonable additional costs of shut-down, delay and
 start-up.

62. The City shall not be responsible for materials or substances the Contractor brings to the site
 unless such materials or substances are required. The Contractor shall indemnify the City for the
 cost and expense the City incurs (1) for remediation of a material or substance the Contractor
 brings to the site and negligently handles, or (2) where the Contractor fails to perform its
 obligations, except to the extent that the cost and expense are due to the City’s fault or
 negligence.

63. If, without negligence on the part of the Contractor, the Contractor is held liable by a
 government agency for the cost of remediation of a hazardous material or substance solely by
 reason of performing Work as required by the Contract Documents, the City shall indemnify the
 Contractor for all cost and expense thereby incurred.

64. TIME LIMIT ON CLAIMS: The City and Contractor shall commence all claims and causes of action,
 whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or
 related to the Contract within the time period specified by applicable law, but in any case, not
 more than 10 years after the date of Substantial Completion of the Work.

65. DISPUTE RESOLUTION:
 Any Claim between the City and Contractor shall be resolved in accordance with the provisions
 set forth in this section. For any Claim subject to, but not resolved by mediation, the method
 of binding dispute resolution shall be as follows:

 [ X] Litigation in a court of competent jurisdiction

66. MEDIATION: If a dispute arises out of or relates to this Agreement, or the breach thereof, and if
 said dispute cannot be settled through direct discussions between the parties, the parties agree
 to endeavor to settle the dispute by mediation as a condition precedent to litigation. Either party
 may commence mediation by providing to the other party a written request for mediation,
 setting forth the subject of the dispute and the relief requested. Mediation shall commence
 within thirty (30) days of notice to the other party. The parties will cooperate with one another
 in selecting a mediator and in scheduling the mediation proceedings. The parties covenant that
 they will participate in the mediation in good faith, and that they will share equally in its costs.




 Page 161 of 320
The mediation shall be conducted in Burlington, Vermont unless another location is mutually
agreed upon. A request for mediation shall be made in writing, delivered to the other party to
the Contract, and filed with the person or entity administering the mediation.




 Page 162 of 320
 Attachment C-1:
 Insurance & 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) Contractor shall
cause each Subcontractor to purchase and maintain in full force and effect policies of insurance
as specified in this exhibit, except for coverage limits, which shall be agreed upon between
Owner and Contractor; (ii) all work activities related to the Contract shall meet minimum
coverage and limits; and (iii) all coverage shall include adequate protection for activities
involving hazardous materials.

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

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

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

 Coverage limits shall not be less than:

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




 Page 163 of 320
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:

 1. Bodily Injury by Accident: $500,000 each accident

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

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

C. Automobile Liability: The Contractor shall carry commercial automobile liability insurance
 covering all motor vehicles, including owned, non-owned and hired, used in connection
 with the Contract. Each policy shall provide coverage with a limit not less than:
 $1,000,000 - Combined Single Limit for each occurrence.

D. 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:

 (a) $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.

E. Special Coverages

 a. Builders’ Risk or Installation Floater: Value of project or contract
 b. Pollution Liability (Contractor’s) – Included or $1,000,000

F. Builder’s Risk & Property:

 1. Subject to an Owner directed Change Order increasing the Contract Sum, the
 Contractor shall purchase and maintain, in a company or companies lawfully
 authorized to do business in the jurisdiction in which the Project is located, property
 insurance written on a builder’s risk “all-risk” or equivalent policy form in the amount




 Page 164 of 320
 of the initial Contract Sum. Property insurance shall be on an “all-risk” or equivalent
 policy form and shall include, without limitation, insurance against the perils of fire
 (with extended coverage) and physical loss or damage including, without duplication
 of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood,
 windstorm, falsework, testing and startup, temporary buildings and debris removal
 including demolition occasioned by enforcement of any applicable legal
 requirements. This insurance shall include the interests of the Owner, Contractor,
 Subcontractors and Sub-Subcontractors in the project as their interests may appear.
 If the property insurance requires deductibles, the Owner shall pay costs on paid
 claims not covered because of such deductibles, except to the extent that the
 Contractor, any direct or lower tier subcontractor, or any other party for whom the
 Contractor is responsible caused the loss, and to the extent this exception applies, the
 Contractor shall pay the deductible with its own funds outside the Contract Sum.

 The City and Contractor waive all rights against each other and any of their
 subcontractors, sub-subcontractors, agents and employees, each of the other, and
 any of their subcontractors, sub-subcontractors, agents and employees, for damages
 caused by fire or other causes of loss to the extent covered by property insurance
 obtained or other property insurance applicable to the Work. A waiver of subrogation
 shall be effective as to a person or entity even though that person or entity would
 otherwise have a duty of indemnification, contractual or otherwise, did not pay the
 insurance premium directly or indirectly, and whether or not the person or entity had
 an insurable interest in the property damaged.

G. Umbrella/Excess Liability:

 1. $25,000,000 Each Event Limit
 2. $10,000,000 General Aggregate Limit
 3. Umbrella/Excess Liability is excess above Commercial General Liability, Pollution,
 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.

H. PAYMENT, PERFORMANCE AND WARRANTY BOND: The Contractor shall obtain and
 maintain the required insurance and furnish bonds guaranteeing the faithful
 performance of the Contract and payment of all related obligations, as specified in the
 bidding requirements or Contract Documents, effective as of the date the Contract is
 executed. Upon request by any individual or entity that may be a beneficiary of such




 Page 165 of 320
 payment bonds, the Contractor shall promptly provide a copy of the bond or authorize
 its release.

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




 Page 166 of 320
 Attachment C-2:
Federal Contract Requirements




 Page 167 of 320
 Attachment C-3
FAA General Contract Provisions




 Page 168 of 320
 Attachment D:

 Livable Wage Certification

(Completed Forms to be Inserted on following pages)




 Page 169 of 320
 Attachment E:

 Outsourcing Certification

(Completed Forms to be Inserted on following page)




 Page 170 of 320
 Attachment F:


Union Deterrence Certification (Completed Forms to be Inserted on following page)




 Page 171 of 320
 Attachment G:

 Contractor’s Certificate of Insurance
(Completed Insurance to be Inserted on following pages)




 Page 172 of 320
 Attachment H:

 Form of Lien Releases

(Completed Forms to be Inserted on following pages)




 Page 173 of 320
 Attachment I:

 Contractor’s Payment & Performance Bonds

(Completed Bonds to be Inserted on following pages)




 Page 174 of 320
 DRAFT: June 24, 2026
 For purposes of discussion

 SNOW REMOVAL EQUIPMENT BUILDING

 PATRICK LEAHY BURLINGTON INTERNATIONAL AIRPORT (BTV)



 LEASE-PURCHASE AGREEMENT

 $[26,500,000]


 CITY OF BURLINGTON, VERMONT

 AND

 M&T BANK




10711127_5:12576-00052

 Page 175 of 320
 THIS LEASE-PURCHASE AGREEMENT (this “Lease Agreement”) dated as of July ___,
2026 (the “Effective Date”) by and between M&T Bank, a banking corporation with a business
address of 77 Pine Street, Burlington, Vermont (the “Lessor”) and the City of Burlington,
Vermont, a municipal corporation, organized and existing under and by virtue of the laws of the
State of Vermont and operating a municipal airport (the “City”).

 W I T N E S S E T H:

 That for and in consideration of the mutual promises and agreements herein contained, and
for the good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

 ARTICLE I
 DEFINITIONS

 Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in
this Article I shall, for all purposes of this Lease, have the meanings herein specified.

 “Additional Rental Payments” mean those payments to be paid by the City to the Lessor in
an amount sufficient to pay any taxes, assessment charges, utility charges, maintenance and repair
costs of the Project.

 “Airport” means the Patrick Leahy Burlington International Airport owned and operated
by the City.

 “Airport General Bond Resolution” means the City of Burlington General Bond Resolution
Authorizing the Issuance of Airport Revenue Bonds adopted May 6, 1997, as the same may be
amended and supplemented.

 “Aviation Director” means the duly appointed Director of Aviation at the Airport.

 “Base Rental Payments” mean those payments required to be paid by the City to the Lessor,
as assignee of the Lessor, as rent for the use and occupancy of the Leased Premises, excluding any
Additional Rental Payments.

 “Bond Counsel” means initially Paul Frank + Collins P.C. or such other attorney or other
firm of attorneys whose experience in matters relating to the issuance of obligations by states and
their political subdivisions (including the tax status of interest thereon) is nationally recognized.

 “Business Day” shall mean calendar days other than (a) Saturdays, Sundays, legal holidays
in the State of Vermont, and (b) days on which banks are not authorized to be open for business in
the State of Vermont, the City of Burlington, Vermont, or New York, New York.




10711127_5:12576-00052

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 “Construction Fund” means an interest bearing account in the name of the City to be
established and held at [_________]1 and used by the City for the construction, acquisition and
installation of the Facilities.

 “FAA” means the Federal Aviation Administration and any successor federal avaitiion
agency.

 “Facilities” means the Snow Removal Equipment (SRE) building and facility to be
constructed and used by the City, together with all structures and improvements related thereto, as
more particularly identified in Exhibit B, attached hereto and incorporated by reference.

 “Fiscal Year” means the fiscal year as established from time to time by the City, being on
the date hereof, the period from July 1 to and including the following June 30.

 “Lease Term” means the term of this Lease as provided in Section 2.3 hereof.

 “Leased Premises” means the Site and the Facilities.

 “Lessor” means M&T Bank, and its successors and assigns.

 “PFC Revenues” means the Passenger Facility Charges authorized by the FAA with respect
to the Facilities.

 “Project” means the construction, acquisition, installation, improvement, and equipping of
the Facilities on the Site to serve the Airport.

 “Site” means that certain real property located in the City of Burlington, Vermont
consisting of real property on which the Facilities are located, and more particularly described in
Exhibit “A” attached hereto and incorporated herein by reference.

 “Site Lease” means that certain Site Lease dated as of even date hereof, between the City,
as lessor of the Site, and the Lessor, as lessee of the Site and the Facilities, as amended or
supplemented.

 “Taxable Event” means the occurrence after the date of this Lease Agreement of a final
decree or judgment of any federal court or a final action of the Internal Revenue Service
determining that the interest component of the Base Rental Payments paid or payable under this
Lease Agreement is or was includable in the gross income of Lessor for federal income tax
purposes; provided that no such decree, judgment, or action will be considered final for this
purpose, however, unless the City has been given written notice and, if it is so desired and is legally
allowed, has been afforded the opportunity to contest the same, either directly or in the name of
Lessor, and until the conclusion of any appellate review, if sought. A Taxable Event does not
include and is not triggered by a change in law by U.S. Congress that causes the interest to be
includable in Lessor’s gross income.


1
 To be determined.

 3
10711127_5:12576-00052

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 Section 1.2. Exhibits. The following exhibits are attached to, and by reference
made apart of, this Lease.

 Exhibit A: Site Description

 Exhibit B: Description of Facilities

 Exhibit C: Schedule of Base Rental Payments.

 ARTICLE II
 GRANTING PROVISIONS

 Section 2.1. Deposit of Moneys; Construction and Acquisition of Project.

 (a) On the Effective Date, the Lessor shall cause to be deposited into the Construction
Fund the sum of $[26,500,000]. The Lessor agrees to acquire, or cause the acquisition of, the
Project, pursuant to the Site Lease, and to enter into this Lease Agreement. The Lessor shall use
the Leased Premises solely for leasing to the City pursuant to this Agreement; provided, however,
that in the event of default by the City hereunder, or upon an Event of Nonappropriation (defined
herein), the Lessor may exclude the City from use of the Leased Premises and exercise any of its
remedies as provided in Article VI hereof.

 (b) Lessor hereby appoints the City as its agent to carry out the acquisition,
construction and installation of the Project.

 (c) The City, as agent of the Lessor, may enter into any purchase order, payment
agreement, service contract, insurance contract, delivery agreement or installation contract
required for acquisition, purchase, operation, maintenance, repair, installation, and replacement of
the Facilities. The Lessor shall have no responsibility as to the acquisition, purchase, operation,
maintenance, repair, installation, and replacement of the Facilities.

 (d) The City, as agent of the Lessor, shall have sole responsibility for and shall
supervise the purchase, acquisition, operation, maintenance, repair, installation and replacement
of any part of the Project. The City shall monitor the performance by any vendor, contractor,
supplier, or installer to the extent the City deems appropriate.

 (e) Payment of the costs of acquiring the Project shall be made from the moneys
deposited in the Construction Fund.

 (f) The Lessor hereby assigns to the City all rights and powers to enforce in its own
name or the name of the Lessor such purchase orders or construction contracts as are required for
the acquisition, construction, operation, maintenance, repair, and installation of the Project and all
warranties and guarantees with respect thereto which enforcement may be at law or in equity.

 (g) The City shall pay the Lessor a one-time administrative fee of $20,000, due upon
the execution and delivery of this Lease Agreement. The City shall reimburse the Lessor for legal


 4
10711127_5:12576-00052

 Page 178 of 320
fees reasonably incurred in connection with this Lease Agreement in an amount not to exceed
$2,000.

 (h) This Lease Agreement is subject to the approval of the collection of the PFC
Revenues for the Facilities by the FAA.

 (i) The City shall provide the Lessor with an opinion of Bond Counsel as to the
exclusion from gross income of the interest component of the Base Rental Payments.

 Section 2.2. Granting of Leasehold Estate.

 (a) The Lessor hereby rents, leases, lets and agrees to lease and sell to the City, and the
City hereby rents, leases and hires from the Lessor, the Project, for the rental payments and upon
and subject to the terms and conditions herein contained.

 (b) The leasing by the Lessor to the City of the Leased Premises shall not effect or
result in a merger of the City’s leasehold estate pursuant to this Lease and any fee interest in the
Leased Premises pursuant to the terms of the Site Lease, throughout the term of the Site Lease and
this Lease Agreement. As to the Leased Premises leased under the Site Lease, this Lease
Agreement shall be deemed to and constitute a sublease.

 Section 2.3. Lease Term.

 (a) This Lease Agreement shall become effective upon the Effective Date, and subject
to earlier termination upon payment in full of all remaining Base Rental Payments and all other
amounts due under this Lease Agreement, shall terminate on [August 1, 2041].

 (b) Notwithstanding the foregoing, this Lease is subject to annual appropriation by the
City and the City shall be obligated only to pay Base Rental Payments pursuant to the Lease
Agreement as may lawfully be made from (i) funds budgeted and appropriated for that purpose
during the City’s then-current Fiscal Year (July 1 to June 30 of each year), or (ii) funds made
available from any lawful source.

 (c) In the event the City fails, before the last day of the then-current Fiscal Year, to
appropriate funds to enable payment of the Base Rental Payments to become due during the next
succeeding Fiscal Year, the Lease Agreement shall terminate on the last day of the then-current
Fiscal Year without penalty or expense to the City of any kind whatsoever, and the City’s rights
to possession of the Project shall cease on such date.

 Section 2.4. Possession and Use of the Leased Premises.

 (a) The Lessor covenants and agrees that as long as the City shall not be in default
under this Lease Agreement, the City shall have sole and exclusive possession of the Leased
Premises and shall and may peaceably and quietly have, hold and enjoy the Leased Premises during
the Lease Term. The Lessor covenants and agrees that it will not take any action, other than
pursuant to Article VI of this Lease Agreement, to prevent the City from having quiet and
peaceable possession and enjoyment of the Leased Premises during the Lease Term and will, at

 5
10711127_5:12576-00052

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the request of the City, cooperate with the City in order that the City may have quiet and peaceable
possession and enjoyment of the Leased Premises and will defend the City’s enjoyment and
possession thereof against all parties.

 (b) Subject to the provisions of this Section, the City shall have the right to use the
Leased Premises for any lawful governmental purpose as may be allowed under applicable law.
The City shall comply in all material respects with all statutes, laws, ordinances, orders, judgments,
decrees, regulations, directions and requirements of all federal, state, local and other governments
or governmental authorities, now or hereafter applicable to the Leased Premises as to the manner
of use or the condition of the Leased Premises. The City shall also maintain the necessary
insurance required to be provided pursuant to the provisions of Article V hereof. The City shall
pay all costs, expenses, claims, fines, penalties and damages that may in any manner arise out of,
or be imposed as a result of, the failure of the City to comply with the provisions of this section.
Notwithstanding any provision contained in this section, however, the City shall have the right, at
its own cost and expense, to contest or review by legal or other appropriate procedures the validity
or legality of any such governmental statute, law, ordinance, order, judgment, decree, regulation,
direction or requirement, and during such contest or review the City may refrain from complying
therewith.

 Section 2.5. Title to the Leased Premises. Title to the Leased Premises shall be vested
in the City but the Lessor shall have a leasehold interest in the Leased Premises pursuant to the
Site Lease. The Lessor or its assigns shall convey all rights and interests in the Leased Premises
to the City upon the payment of all of the Base Rental Payments, and all other amounts due and
owing pursuant to this Lease Agreement.

 ARTICLE III
 ACQUIRING THE PROJECT

 Section 3.1. Acquiring the Facilities. The City shall diligently proceed to acquire, or
cause to be acquired, the Facilities. Upon commencement of this Lease, the City shall take
possession of the Leased Premises in its “as is” condition.

 Section 3.2. Payment for Project Costs. All costs of the Project shall be paid by the City
from moneys in the Construction Fund. [The Lessor covenants and agrees that it will not make or
cause or permit to be made any use of the money in the Construction Fund in any way so as to
cause the interest component of the Base Rental Payments to become included in gross income for
federal income tax purposes.]2

 Section 3.4. Surplus in the Construction Fund. After completion of the Project at the
Site and subject to the prepayment option of the City set forth in Section 4.1(e), the City may apply
any remaining moneys then in the Construction Fund to the payment of Base Rental Payments as
they become due.

 ARTICLE IV
 PAYMENT PROVISIONS

2
 Include if M&T will hold the Construction Fund.

 6
10711127_5:12576-00052

 Page 180 of 320
 Section 4.1. Base Rental Payments.

 (a) The City covenants and agrees that at least three (3) Business Days before each July
15 and January 15 of each Fiscal Year for which an Event of Nonappropriation (hereinafter
defined) has not occurred, beginning January 15, 2027, it will make a Base Rental Payment to the
Lessor in the amount set forth in Exhibit C. A portion or all of each Base Rental Payment is paid
as, and represents the payment of, interest and the balance of each Base Rental Payment is paid as,
and represents the payment of, principal. Exhibit C hereto sets forth such components for each
Base Rental Payment.

 (b) As of the Effective Date, the City shall deposit with the Lessor, in an account
established with the Lessor, an amount equal to the Base Rental Payments due for the current fiscal
year, which funds shall be used to make the Base Rental Payments for the current fiscal year when
due.

 (c) All Base Rental Payments provided for in this Section shall be paid by the City
directly to the Lessor.

 (d) If any Base Rental Payment is paid later than ten (10) days from the due date, the
City shall pay Lessor on demand a late charge of five percent (5%) of such overdue amount, or
twenty-five dollars ($25.00), whichever is greater, limited, however, to the maximum amount
allowed by law.

 (e) The City shall have the following options (but not the obligation) to prepay amounts
due under this Lease, without premium or penalty, by providing the Lessor with at least 5 Business
Days’ notice: (i) on or after July 2, 2033, the City may prepay all or any portion of the total
remaining Base Rental Payments due under this Lease Agreement and (ii) to the extent there are
remaining funds in the Construction Fund following completion of the Project, the City may use
up to $1,000,000 of such remaining funds to prepay amounts outstanding under this Lease
Agreement.

 Section 4.2. Consideration; Lease Payments to Not Constitute Debt.

 (a) The Base Rental Payments hereunder for each Fiscal Year during the Lease Term
shall constitute the total rent payable for said Fiscal Year and shall be paid by the City for and in
consideration of the right of use and occupancy, and the continued quiet use and enjoyment, of the
Leased Premises for and during said Fiscal Year. The portion of each Base Rental Payment paid
as the interest portion of such Base Rental Payments represents the payment of interest on the
outstanding aggregate principal amount of the lease-purchase financing contemplated by this
Lease Agreement. In making such determination, consideration has been given to the costs of
acquisition, construction and financing of the Project, the uses and purposes which will be served
by the Project and the benefits therefrom which will accrue to the parties to the Agreement and the
general public by reason of the Project.




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 (b) The City and the Lessor understand and intend that the obligation of the City to pay
the Base Rental Payments and any other additional amounts hereunder constitutes a current
expense of the City and shall not in any way be construed to be debt of the City in contravention
of any applicable constitutional or statutory or charter limitation or requirement concerning the
creation of indebtedness by the City, nor shall anything contained herein constitute a pledge of the
general tax revenues, funds or moneys of the City, nor a pledge of the credit of the City.

 Section 4.3. Additional Payments. Subject to any Event of Nonappropriation, the City
shall pay as Additional Rental Payments in the following amounts:

 (a) All fees, charges and expenses, for maintenance and operation of the
 Facilities.

 (b) Any other payments of whatever nature which the City has agreed to pay or
 assume under the provisions of the Lease Agreement.

 Except as specified herein, during any Fiscal Year for which the City has appropriated for
Base Rental Payments under this Lease Agreement, the City shall not be liable for any Additional
Rental Payments to the Lessor on account of its lease of the Leased Premises.

 Section 4.4. Credits to Lease Payments. Upon the completion of the Project, the balance,
if any, on deposit in the Construction Fund may be used by the City for payment of the Base Rental
Payments in inverse order of maturity.

 Section 4.5. Nonappropriation. If, by July 1 of any Fiscal Year, sufficient funds have
not been appropriated for the purpose of paying the Base Rental Payments and all other amounts
required to be paid by the City under the Lease Agreement in the next succeeding Fiscal Year (an
“Event of Nonappropriation”), the City shall deliver written notice thereof (a “Notice of
Nonappropriation”) to the Lessor within ten (10) calendar days following such date. Upon receipt
by the Lessor of a Notice of Nonappropriation, the City’s obligation to make Base Rental Payments
and other payments under the Lease Agreement shall terminate as of the end of the then current
Fiscal Year; provided, however, such termination shall not become effective at the end of the then
current Fiscal Year if, prior to the end of such Fiscal Year, the City shall deliver to the Lessor a
written statement to the effect that it reasonably expects sufficient funds for the next succeeding
Fiscal Year to be appropriated therefor, and in such event the Lease Term shall continue into the
next Fiscal Year so long, but only so long, as there is an appropriation available from which to
make the Base Rental Payments, and the Lessor is furnished with a resolution adopted by the City
Council of the City to that effect.

 Section 4.6. Obligations of the City Absolute and Unconditional During any Fiscal Year.
The obligations of the City under this Lease Agreement to make Base Rental Payments during any
Fiscal Year for which funds have been appropriated therefor by the City on or before the date the
same become due, and to perform all of its other obligations, covenants and agreements hereunder
shall be absolute and unconditional, without notice or demand, and without abatement, deduction,
set-off, counterclaim, recoupment or defense or any right of termination or cancellation arising
from any circumstance whatsoever, whether now existing or hereafter arising, any change in the


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tax or other laws of the United States of America, the State of Vermont or any political subdivision
thereof, any change in the Lessor’s legal organization or status, or any default of the Lessor
hereunder, and regardless of the invalidity of any action of the Lessor, and regardless of the
invalidity of any portion of the Lease Agreement.

 Section 4.7 Defeasance of Base Rental Payments. The City may at any time irrevocably
deposit in escrow with a defeasance escrow agent for the purpose of paying all of the remaining
principal and interest components of the Base Rental Payments, a sum of cash and non-callable
securities consisting of direct obligations of, or obligations the principal of and interest on which
are unconditionally guaranteed by, the United States of America or any agency or instrumentality
thereof, in such aggregate amount, bearing interest at such rates and maturing on such dates as
shall be required to provide funds sufficient for this purpose. Upon such defeasance, all right, title
and interest of Lessor in the Project and the Leased Premises shall terminate. The City shall cause
such investment to comply with the requirements of federal tax law so that the exclusion from
gross income of the interest component of Base Rental Payments is not adversely affected.

 ARTICLE V
 MAINTENANCE, OPERATING COSTS, TAXES AND INSURANCE; FINANCIAL
 COVENANTS

 Section 5.1. Maintenance and Operation; Improvements.

 (a) The City shall, at its own expense, maintain or cause to be maintained the Leased
Premises and all improvements thereon in good order, condition and repair. The City shall provide
or cause to be provided all security, electric power, telephone, light, heating and water, and all
other public utility services. It is understood and agreed that in consideration of the payment by
the City of the rental herein provided for the Lessor is only obligated to furnish the Leased
Premises, and the Lessor shall have no obligation to incur any expenses of any kind or character
in connection with the management, operation or maintenance of the Leased Premises during the
Lease Term. The City shall keep the Leased Premises and any and all improvements thereto free
and clear of all liens, charges and encumbrances except for permitted encumbrances.

 (b) The City shall have the right during the Lease Term to make any additions or
improvements to the Leased Premises, to attach fixtures, structures or signs, and to affix any
personal property to the improvements on the Leased Premises, provided the use of the Leased
Premises for the purposes contemplated in this Lease Agreement are not impaired, and provided
further that such addition or improvement will not cause the interest component of the Base Rental
Payments to become subject to federal income taxation. Title to all personal property placed in
any of the improvements on the Leased Premises shall remain in the City.

 Section 5.2 Insurance. The City shall, at its expense, keep the Facilities insured against
all of the following at the earliest date that any such insurance is obtainable:

 (a) Loss or damage by fire and other perils covered by the broadest form of extended
 coverage insurance generally available from authorized insurers, in an amount equal to
 100% of the full replacement cost of the Facilities.


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 (b) Claims for bodily injury and property damage, under a policy of general public
 liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000
 in the aggregate.

 Except as hereinafter provided, all insurance policies required hereby shall be issued by
insurers fully qualified under the laws of the State to provide insurance in the State. Each policy
shall include as named insured, the Lessor and the City as their interests may appear. Inclusion of
members, officers, agents and employees of the Lessor as insured parties is not intended to and
shall not constitute a consent to or an agreement that such members, officers, agents and employees
shall in any way be liable for any matters arising out of the acquisition, leasing, ownership or
financing of the Facilities and such inclusion shall not constitute a waiver of immunity of such
members, officers, agents and employees from any such liability. All casualty loss proceeds shall
be payable to the City and used as provided in Section 5.3 in this Lease Agreement. All liability
insurance proceeds shall be payable to the Lessor and the City as their interests may appear. The
policies of insurance described above may contain standard deductible and coinsurance features.
The insurance required by this Lease Agreement in the amounts, with the coverage and other
features herein required, may be supplied through blanket insurance policies covering other
properties of the City; provided that such blanket insurance will provide the full coverage required
herein for the Facilities and at the same time provide full coverage for all other buildings and
facilities covered by such blanket insurance policies unless such blanket insurance policy provide
for full coverage of the Facilities prior to any overage of the other properties of the City. The
insurance required pursuant to this Lease Agreement in the amounts, with the coverage and other
features as required, may be supplied by a fully funded self-insurance program of the State or the
City; provided that such self-insurance program will provide the full coverage required herein for
the Facilities and at the same time provide full coverage for all other buildings and facilities
covered by such self-insurance program.

 In the event the City fails to maintain the insurance required to be maintained hereunder,
the Lessor shall have the right to procure and maintain such insurance and charge the City for the
cost thereof as an Additional Rental Payment under this Lease Agreement.

 Section 5.3. Damage by Fire, Earthquake. In the event of destruction or damage to the
Leased Premises by fire or earthquake or other casualty, the net proceeds of insurance shall be paid
to the City and applied as follows, as may be determined by the City:

 (a) For the repair, reconstruction, or replacement of a damaged or destroyed portion of
the Facilities, following which the City shall cause such portion of the Facilities to be repaired,
reconstructed, or replaced to at least the same good order, repair, and condition as they were in
prior to the damage or destruction, insofar as the same may be accomplished by the use of said net
proceeds.

 (b) For the payment or prepayment (to the extent permitted) of the remaining Base
Rental Payments or to be utilized for the defeasance of the remaining Base Rental Payments, in
accordance with the terms of this Lease Agreement.



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 Section 5.4. Assignment; Sublease. Neither this Lease Agreement nor any interest of
the City herein shall, at any time after the date hereof, without the prior written consent of the
Lessor, be mortgaged, pledged, assigned or transferred by the City by voluntary act or by operation
of law, or otherwise, except as specifically provided herein. The City shall at all times remain
liable for the performance of the covenants and conditions on its part to be performed,
notwithstanding any assigning, transferring or subletting which may be made.

 The Lessor shall not assign this Lease Agreement, or sublease the Facilities or the Site,
without the prior written consent of the Lessor, unless there is an Event of Nonappropriation.

 Section 5.5. Eminent Domain. If the whole of the Leased Premises, or so much thereof
as to render the remainder unusable for the purposes for which the same was constructed, shall be
taken under the power of eminent domain, then this Lease Agreement shall terminate as of the day
possession shall be so taken. If less than the whole of the Leased Premises shall be taken under
the power of eminent domain, and the remainder is usable for the project purposes, then this Lease
Agreement shall continue in full force and effect and shall not be terminated by virtue of such
taking (and the parties waive the benefit of any law to the contrary), in which event there shall be
a partial abatement of the rent hereunder in an amount equivalent to the amount by which the
annual payments of the Base Rental Payments will be reduced in any applicable year but only to
the extent of the application of any award in eminent domain to the prepayment of Base Rental
Payments.

 Any net proceeds from an award in eminent domain proceedings for taking or damaging
the Leased Premises in whole or in part shall be paid to the Lessor and applied to the payment of
Base Rental Payments. The City shall contest any eminent domain award which is less than the
amount of the unpaid principal portion of the remaining Base Rental Payments.

 In the event the amount paid to the Lessor shall be more than sufficient to pay all remaining
Base Rental Payments, any such excess shall be paid to the City.

 Section 5.6. Operating Costs, Utilities and Expenses. The City shall, at its sole cost and
expense, pay all costs incurred in the operation of the Facilities, or arising in connection therewith,
including but not limited to all governmental charges or taxes (or payments in lieu of taxes), if
any, levied on the Facilities or the operation thereof, and all charges for utility services supplied
to, or used in the operation of, the Facilities. It is the intention of the parties hereto that, insofar as
the same may be lawfully done, the Lessor shall be free from all costs, expenses and obligations
of operation and maintenance of the Facilities, except as otherwise expressly provided herein, and
free from all taxes, assessments and other governmental charges, and that this Lease Agreement
shall be a “triple net lease” and the City shall (subject to an Event of Nonappropriation) pay Base
Rental Payments and Additional Rental Payments throughout the Lease Term.

 Section 5.7 Financial Reporting.

 (a) The City shall make publicly available its annual audited financial statements
within 275 days of the end of each Fiscal Year and its annual budget within 60 days after adoption



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of the same, and shall provide Lessor with any other financial information the Lessor may
reasonably request.

 (b) Within 275 days after each end of each Fiscal Year, the City shall provide to the
Lessor a compliance certificate signed by the Aviation Director or the Chief Financial Officer of
the Airport setting forth the calculations of the financial covenants in Section 5.8 hereof in
reasonable detail.

 Section 5.8 Financial Covenants.

 (a) The City shall maintain a debt service coverage ratio for the Airport of not less than
1.25 to 1.00 for each Fiscal Year, as determined and calculated in accordance with the Airport
General Bond Resolution. Such debt service coverage ratio shall be tested annually.

 (b) The City shall maintain an operating coverage ratio for the Airport of no less than
1.5 to 1.0 for each Fiscal Year, as determined and calculated in accordance with the Airline
Agreement that the City maintains with long-term carriers servicing the Airport. For the avoidance
of doubt, Base Rental Payments or any Additional Rental Payments required to be paid under this
Lease Agreement shall not constitute operation and maintenance expenses for purposes of
calculating the operating coverage ratio set forth in this Section.

 (c) The Airport shall maintain days cash on hand of not less than 200 days as of the
end of each Fiscal Year, as determined and calculated in accordance with the annual operating
agreement submitted by the Airport to Digital Assurance Certification (DAC).

 ARTICLE VI
 EVENTS OF DEFAULT AND REMEDIES

 Section 6.1 Events of Default. The term “Events of Default” shall mean, whenever
used in this Lease Agreement, the occurrence and continuation of any one or more of the following
events:

 (a) Failure to pay the Base Rental Payments or Additional Rental Payments required
to be paid under Article IV at the times specified therein, other than upon an Event of
Nonappropriation.

 (b) Failure by the City to observe and perform any covenant, condition or agreement
on its part to be observed or performed for a period of thirty (30) days after written notice
specifying such failure and requesting that it be remedied, given to the City by the Lessor;
provided, however, that if said default shall be such that it cannot be corrected within such period,
it shall not constitute an Event of Default if corrective action is instituted by the City within such
period and diligently pursued until the default is corrected.

 (c) The City shall abandon or vacate the Facilities.




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 (d) The City’s interest in this Lease or any part thereof shall be assigned or transferred
without the written consent of the Lessor, either voluntarily or by operation of law.

 (e) The City shall file any petition or institute any proceedings wherein or whereby the
City asks or seeks or prays to be adjudicated a bankrupt, or to be discharged from any or all of its
debts or obligations, or offers to the City’s creditors to effect a composition or extension of time
to pay the City’s debts, or asks, seeks or prays for a reorganization or to effect a plan of
reorganization, or for a readjustment of the City’s debts, or for any other similar relief.

 (f) Any such petition or any such proceedings of the same or similar kind or character
shall be filed, instituted or taken against the City, seeking the City to be adjudicated bankrupt, or
asks, seeks or prays for a reorganization or to effect a readjustment of the City’s debts;

 Section 6.2. Remedies. If the City should, after notice of an Event of Default, fail to
remedy any default with all reasonable dispatch within thirty (30) days of the date of such event
of default, then the Lessor shall have the right, at its option, without any further demand or notice,
(i) to terminate this Lease Agreement and to reenter the Leased Premises and eject all parties in
possession thereof therefrom, using all necessary force so to do, and re-let, or lease, the Leased
Premises, or (ii) to re-enter the Leased Premises and eject all parties therefrom, using all necessary
force so to do, and, without terminating this Lease Agreement, re-let the Leased Premises, or any
part thereof, as the agent and for the account of the City upon such terms and conditions as the
Lessor may deem advisable, in which event the rents received on such re-letting shall be applied
first toward payment of all sums due or to become due to the Lessor hereunder including the Base
Rental Payments and Additional Rental Payments due hereunder, and if a sufficient sum shall not
be thus realized to pay such sums and other charges, the City shall, subject to an Event of
Nonappropriation, pay the Lessor annually any cumulative deficiency existing on the date
hereunder, and thereafter to the expenses of re-letting and collection, including necessary
renovation and alteration of the Leased Premises, reasonable attorney’s fees, and any real estate
commissions actually paid. The City, in the event of a default, waives all rights to any rental
payments received by the Lessor through re-letting of the Leased Premises, should such rental
payments be in excess of rental payments due from the City under this Lease Agreement. The
foregoing remedies of the Lessor are in addition to and not exclusive of any other remedy of the
Lessor. Any such re-entry shall be allowed by the City without hindrance and the Lessor shall not
be liable in damages for any such re-entry or be guilty of trespass. Notwithstanding the foregoing,
in the event the Lessor re-lets the Leased Premises in accordance with this Section, the Leased
Premises shall only be used for airport purposes in compliance with FAA regulations and
applicable law.

 Section 6.4. Waiver. The waiver by the Lessor of an Event of Default or a breach of any
provision of this Lease Agreement shall not operate or be construed to operate as a waiver of any
subsequent default or breach.

 ARTICLE VII
 SPECIAL COVENANTS




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 Section 7.1. Surrender of Possession. Upon accrual of the Lessor’s right of re-entry
because of an Event of Nonappropriation or upon the City’s default hereunder or upon the
cancellation or termination of the Lease Agreement for any reason, the City shall peacefully
surrender possession of the Leased Premises to the Lessor.

 Section 7.2. Right of Access to the Leased Premises. The City agrees that the Lessor
and its duly authorized agents shall have the right at reasonable times (during business hours) and
upon reasonable prior notice, subject to the City’s usual safety and security requirements (a) to
examine and inspect the Project without interference or prejudice to the City’s operations, and (b)
performing such work in and about the Project made necessary by reason of the City’s default
under any of the provisions of this Lease Agreement.

 Section 7.3. Indemnification of the Lessor; Fess and Expenses.

 (a) The City shall indemnify and save the Lessor (and its officers, directors, agents and
employees) harmless against any loss, liability or expense resulting from all claims by or on behalf
of any person, firm or corporation arising from the conduct or management of, or from any work
or thing done on, the Leased Premises during the Lease Term, and against and from all claims
arising during the Lease Term from (i) any condition of the Leased Premises caused by the City,
(ii) any breach or default on the part of the City in the performance of any of its obligations under
the Lease Agreement, (iii) any contract entered into by the City in connection with acquiring,
improving and equipping the Project, and (iv) any act of negligence of the City or of any of its
agents, contractors, servants, employees or licensees. The City shall indemnify and save the
Lessor harmless from and against all costs and expenses (except those which have arisen from the
willful misconduct or negligence of the Lessor) incurred in or in connection with any action or
proceeding brought thereon, and upon notice from the Lessor, the City shall defend it in any such
action or proceeding; provided, however, this paragraph is not intended to indemnify or hold
harmless the Lessor from its duties and obligations under this Lease Agreement.

 (b) The City shall pay all costs and expenses of the Lessor reasonably incurred in
connection with the administration and enforcement of this Lease, including fees, charges and
disbursements of Lessor’s counsel.

 Section 7.4. Tax Covenants. The City covenants and agrees that it will not take any
action, or fail to take any action, or cause or permit the Lessor to take any action or fail to take any
action, if any such action or failure to take action which would adversely affect the exclusion from
gross income of the interest component of the Base Rental Payments under Section 103 of the
Internal Revenue Code of 1986, as amended (the “Code”). In the event that at any time the City is
of the opinion that for purposes of this Section it is necessary to restrict or limit the yield of the
investment any moneys held by the City from the proceeds of the Lease Agreement, the City shall
take such as may be necessary.

 Upon the occurrence of a Taxable Event, the interest component of the Base Rental
Payments shall be increased as follows:




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 [To discuss level of increase]3

 Section 7.5 Appropriation of Base Rental Payments. The Aviation Director shall
include, in the annual budget of the Airport presented to the City Council for approval each Fiscal
Year, an amount sufficient to pay the Base Rental Payment, together with all other amounts due
under this Lease Agreement, due in the next occurring Fiscal Year.

 ARTICLE VIII
 REPRESENTATIONS AND WARRANTIES

 Section 8.1. Representations of the Lessor. The Lessor represents and warrants, with
such representations and warranties to survive the execution of this Lease Agreement, that:

 (a) It is a duly formed banking corporation, validly existing and in good standing under
the laws of the State of Vermont and has full power and authority to own, and lease property.

 (b) The execution, delivery, and performance of this Lease Agreement by the Lessor
has been duly authorized by all necessary action. This Agreement and the Site Lease have been
duly executed and delivered and constitute the legal, valid, and binding agreements of the Lessor,
enforceable against the Lessor in accordance with their respective terms, subject only to (i)
applicable bankruptcy, reorganization, insolvency, moratorium, and other laws of general
applicability relating to or affecting creditors’ rights generally, and (ii) the application of general
principles of equity regardless of whether such enforceability is considered in a proceeding in
equity or at law.

 (c) There is no pending or threatened action, suit, investigation or proceeding before
any governmental authority, court, or judicial body with respect to the Lessor, questioning the
validity or enforceability of this Lease Agreement.

 Section 8.2. Representations of the City. The City represents and warrants, with such
representations and warranties to survive the execution of this Lease Agreement, that:

 (a) It is a duly formed municipal corporation, validly existing and in good standing
under the laws of the State of Vermont and has full power and authority to own, and lease property.

 (b) The execution, delivery, and performance of this Lease Agreement by the City has
been duly authorized by all necessary action. This Agreement and the Site Lease have been duly
executed and delivered and constitute the legal, valid, and binding agreements of the City,
enforceable against the City in accordance with their respective terms, subject only to (i) applicable
bankruptcy, reorganization, insolvency, moratorium, and other laws of general applicability
relating to or affecting creditors’ rights generally, and (ii) the application of general principles of
equity regardless of whether such enforceability is considered in a proceeding in equity or at law.

 (c) Neither the execution, the delivery, or performance by the City of this Lease
Agreement, or the Site Lease, nor the consummation by the City of any of the transactions

3
 Discuss with M&T.

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contemplated herein or therein, nor the fulfillment by the City of the terms hereof or thereof,
conflict with or violate, result in a breach or contravention of or constitute a default under its
Charter, or any term or provision of any applicable law or the terms of any indenture, mortgage,
lease, contract, note, agreement or instrument to which the City is a party or by which the City or
any of its properties is bound.

 (d) There is no pending or threatened action, suit, investigation or proceeding before
any governmental authority, court, or judicial body with respect to the City, questioning the
validity or enforceability of this Lease or the Site Lease.

 (e) The Facilities shall be operated by the City to support the Airport for an essential
governmental purpose and shall not be used, owned or operated by any private business.

 ARTICLE IX
 ASSIGNMENT, SUBLEASING AND SUBSTITUTION

 Section 9.1. Assignment by the Lessor. So long as an Event of Nonappropriation has
not occurred, the Lessor may not assign this Lease Agreement and the Site and the Facilities
without the prior written consent of the City.

 Section 9.2. Subleasing by the City. The City may not assign its interest in this Lease
Agreement for any reason. The City may, however, sublease the Leased Premises as a whole or
in part, without the necessity of obtaining the consent of the Lessor, subject, however, to each of
the following conditions:

 (a) The Facilities may be further subleased only to a governmental entity and only if,
in the opinion of Bond Counsel, such sublease will not impair the exclusion from gross income for
federal income tax purposes of the interest component of the Base Rental Payments;

 (b) This Lease Agreement and the obligations of the City hereunder shall at all times
during the Lease Term, remain obligations of the City, and the City shall maintain its direct
relationship with the Lessor, notwithstanding any sublease;

 (c) No sublease shall (i) extend for longer than the Lease Term, or (ii) allow the
sublessee to in any way encumber or dispose of the Leased Premises; and

 (d) The City shall, within 30 days after the delivery thereof, furnish or cause to be
furnished to the Lessor a true and complete copy of each such sublease.

 ARTICLE X
 MISCELLANEOUS

 Section 10.1. Notices. Any notices or communication required or permitted
hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or
registered mail, return receipt requested, postage prepaid, at the addresses of the parties set forth
below:


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 CITY: City of Burlington
 City Hall
 149 Church Street
 Burlington, Vermont 05401
 Attention: Chief Administrative Officer
 Telephone: (802) 865-7000

 LESSOR: M&T Bank
 77 Pine Street
 Burlington, Vermont 05401
 Attention: ________________

 Changes in the respective addresses to which such notices may be directed may be made
from time to time by any party by written notice to the other party.

 Section 10.2. Modifications. The provisions of this Lease Agreement, including the
present and all future schedules and exhibits, shall be modified only by written agreement duly
executed by both parties.

 Section 10.3. Severability. In the event that any provision of this Lease Agreement or
the application of such provision to any party or circumstances shall, for any reason, be determined
to be invalid, illegal, or unenforceable in any respect, the remaining provisions of this Lease
Agreement of the application of the provision to any party or circumstances other than those as to
which the provision was held invalid, illegal, or unenforceable, shall not be affected by such
determination and shall be valid and enforceable to the fullest extent permitted by law.

 Section 10.4. Headings. Captions and headings in this Lease Agreement are for ease of
reference only and do not constitute a part of this Lease Agreement.

 Section 10.5. Governing Law. This Lease Agreement and any question concerning its
validity, construction or performance shall be governed by the laws of the State of Vermont.

 Section 10.6. Counterparts. This Lease Agreement may be executed in more than one
counterpart, each of which, when executed and delivered, shall be deemed to be an original but all
of which together shall be deemed a single instrument.

 Section 10.7. Conventions. In this Lease Agreement, the singular includes the plural and
the plural the singular; words importing any gender include the other gender.

 Section 10.8 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE
DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY
MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN,
OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT
OR WORKMANSHIP IN, THE PROJECT OR THE LEASED FACILITIES, THEIR
MERCHANTABILITY OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THE


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STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF
LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR
HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE LEASED
FACILITIES ARE LEASED TO CITY “AS IS” ON THE DATE OF THIS AGREEMENT OR
THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY,
ARE TO BE BORNE BY THE CITY.

 City acknowledges that it has made (or will make) the selection of the Property based on
its own judgment and expressly disclaims any reliance upon any statements or representations
made by Lessor. City understands and agrees that (a) any contractor or vendor is (i) an agent of
Lessor, or (ii) authorized to make or alter any term or condition of this Lease Agreement, and (b)
no such waiver or alteration shall vary the terms of this Lease Agreement unless expressly set forth
herein. In no event shall Lessor be liable for any incidental, indirect, special or consequential
damage in connection with or arising out of this Lease Agreement, the Project, or the existence,
furnishing, functioning or use of any item, product or service for the Project.

 Section 10.9 Waiver of Jury Trial. UNLESS PROHIBITED BY LAW, THE CITY AND
LESSOR HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LEASE AGREEMENT
OR THE ACTIONS OF LESSOR OR CITY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.



 [Signature page follows]




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 IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement as of
the date first written above.

 LESSOR:
 M&T Bank


 By:
Witness Title: Duly Authorized Agent


 CITY:
 City of Burlington, Vermont

 By:
Witness Title: Mayor and
 Duly Authorized Agent


 By:
Witness Title: Chief Administrative Officer and
 Duly Authorized Agent




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STATE OF VERMONT
CHITTENDEN COUNTY, SS.

 At Burlington, in said County and State, this ___ day of _______________, personally
appeared _________________________, duly authorized agent for M&T Bank, and they
acknowledged this instrument by them signed to be their free act and deed and the free act and
deed of M&T Bank.

 Before me,


 Notary Public State of Vermont
 Commission Number:
 My Commission Expires:

STATE OF VERMONT
CHITTENDEN COUNTY, SS.

 At Burlington, in said County and State, this ___ day of _______________, personally
appeared The Honorable Emma Mulvaney-Stanak, Mayor of the City of Burlington, Vermont, and
they acknowledged this instrument by them signed to be their free act and deed and the free act
and deed of the City of Burlington, Vermont.

 Before me,


 Notary Public State of Vermont
 Commission Number:
 My Commission Expires:

STATE OF VERMONT
CHITTENDEN COUNTY, SS.

 At Burlington, in said County and State, this ___ day of _______________, personally
appeared Katherine Schad, Chief Administrative Officer of the City of Burlington, Vermont, and
they acknowledged this instrument by them signed to be their free act and deed and the free act
and deed of the City of Burlington, Vermont.

 Before me,


 Notary Public State of Vermont
 Commission Number:
 My Commission Expires:




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 EXHIBIT A
 CITY OF BURLINGTON
 SITE DESCRIPTION




10711127_5:12576-00052

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 EXHIBIT B
 CITY OF BURLINGTON
 DESCRIPTION OF FACILITIES

The Snow Removal Equipment (SRE) Building Facility consists of the following:

1. A building with approximately 44,500 SF of gross floor area, an estimated 137,000 SF
asphalt apron to support equipment and vehicle parking and movement around the building, and
an access road to connect the apron to Taxiway Golf. The relocation of FAA equipment that is
required to be moved due to the addition of this new building.

2. The SRE building will be constructed near Taxiway G in the northwest corner of the field
at the Airport to meet the applicable FAA advisory circulars for Snow Removal Equipment
Buildings and Airfield Design.




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 EXHIBIT C
 CITY OF BURLINGTON
 SCHEDULE OF BASE RENTAL PAYMENTS




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 DRAFT: June 24, 2026
 For purposes of discussion


 AIRPORT SNOW REMOVAL BUILDING
 SITE LEASE

 This SITE LEASE AGREEMENT (this “Site Lease”) dated as of July ___, 2026, is made
and entered into by and between the City of Burlington (the “City”), a municipal corporation,
organized and existing under and by virtue of the laws of the State of Vermont, as lessor, and M&T
Bank, a banking corporation, as lessee (the “Bank”).

 W I T N E S S E T H:

 WHEREAS, the City desires to provide for the lease-purchase financing of an Airport snow
removal equipment building and facility, together with all structures and improvements related
thereto (the “Facilities”), on the real property described in Exhibit A attached hereto and
incorporated herein by reference (the “Site,” and together with the Facilities, the “Leased
Premises”); and

 WHEREAS, the City desires to finance the costs of the Facilities by entering into that
certain Lease-Purchase Agreement dated as of even date herewith (the “Lease Agreement”), by
and between the Bank, as lessor, and the City, as lessee; and

 WHEREAS, the City Council of the City has determined that it is in the best interests of
the City, and for the common benefit of the citizens of the City, to finance the Project (as defined
in the Lease Agreement) by leasing the Site and the Facilities to the Bank under this Site Lease
and leasing back the same pursuant to the Lease Agreement; and

 WHEREAS, the City is authorized by its charter and by the laws of the State of Vermont
to lease the Site and the Facilities as lessor and has duly authorized the execution and delivery of
this Site Lease; and

 NOW, THEREFORE, for and in consideration of the premises, which are expressly made
a part hereof, the sum of One Dollar ($1.00) in hand paid, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual
covenants hereinafter contained, the parties agree as follows:

 ARTICLE I
 DEFINITIONS

 To the extent not defined in this Site Lease, all capitalized words and phrases shall have
the meanings ascribed to them in the Lease Agreement.

 ARTICLE II
 DEMISING CLAUSES


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 Pursuant to the Lease Agreement, the Bank has appointed the City as its agent to carry out
the financing, construction, installation and maintenance of the Project. Upon the funding of the
advance(s) under the Lease Agreement, the City hereby leases to the Bank, and the Bank leases
from the City, the Leased Premises, subject only to permitted encumbrances in accordance with
the provisions of this Site Lease. It is intended that no merger of the leasehold estates of the City
shall occur by operation of law by the leasing of the Leased Premises by the Bank to the City
pursuant to the Lease Agreement.

 ARTICLE III
 TERM

 The term of this Site Lease shall commence as of the date hereof and shall remain in full
force and effect from such date to and including [August 1, 2041]; provided, however, that this
Site Lease shall be terminated ten (10) business days subsequent to the following dates:

 (a) The date on which the City exercises its option to prepay all remaining Base Rental
Payments and purchase the Leased Premises pursuant to Article IV of the Lease Agreement; or

 (b) If both (i) no Event of Default has occurred and is continuing under the Lease
Agreement, and (ii) no Event of Nonappropriation has occurred under the Lease Agreement, the
last day of the Lease Term, provided the City has paid to the Bank, or its assignee, all Base Rental
Payments and other payments which may be due under the Lease Agreement during the entire
Lease Term.

 Provided, that, if on [August 1, 2041], any Base Rental Payment or other amount due under
the Lease Agreement remains unpaid, the term of this Site Lease shall be automatically extended
until ten (10) days after payment in full of all such amounts, but in no event later than [August 1,
2046].

 ARTICLE IV
 QUIET ENJOYMENT

 The parties intend that the Leased Premises will be leased back to the City pursuant to the
Lease Agreement for the Lease Term thereof. It is further intended that, to the extent provided
herein and in the Lease Agreement, if an Event of Default occurs under the Lease Agreement, or
upon an Event of Nonappropriation, the Bank, or its assignee, will have the right, for the then
remaining term of this Site Lease, to: (i) take possession of the Leased Premises; (ii) if it deems it
appropriate, cause an appraisal of the Leased Premises and a study of the then reasonable use
thereof to be undertaken; (iii) re-let, or lease the Leased Premises; and (iv) sublease the Leased
Premises or any portion thereof; provided, that, in the event the Bank re-lets the Leased Premise
in accordance with the foregoing, the Leased Premises shall only be used for airport purposes in
compliance with FAA regulations and applicable law. Subject to any rights the City may have
under the Lease Agreement (in the absence of an Event of Default or an Event of
Nonappropriation) to possession and enjoyment of the Site and the Facilities, the City hereby
covenants and agrees that it will not take any action to prevent the Bank from having quiet and


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peaceable possession and enjoyment of the Site and the Facilities during the term hereof and will,
at the request of the Bank, and at the City’s cost, to the extent that it may lawfully do so, join in
any legal action in which the Bank asserts its right to such possession and enjoyment.


 ARTICLE V
 SPECIAL COVENANTS

 The City and the Bank agree that they will, from time to time, execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such
further instruments as may reasonably be required for correcting any inadequate or incorrect
description of the Site hereby leased or intended so to be or for carrying out the expressed intention
of this Site Lease and the Lease Agreement.

 ARTICLE VI
 ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING

 Section 7.01. Assignment and Subleasing. This Site Lease shall not be assigned and the
Site and the Facilities subleased, as a whole or in part, by the Bank, without obtaining the consent
of the City, unless an Event of Default or an Event of Nonappropriation occurs under the Lease
Agreement (in which case no consent shall be required).

 Section 7.02. Restrictions on City. The City agrees that it will not mortgage, sell,
encumber, assign, transfer or convey the Site and the Facilities or any portion thereof during the
term of this Site Lease.

 ARTICLE VII
 IMPROVEMENTS

 Subject to the terms of the Lease Agreement, title to any improvements made on and to the
Leased Premises during the term hereof shall vest in the City but the Bank shall have a leasehold
interest in said Leased Premises.

 ARTICLE VIII
 MISCELLANEOUS

 Section 9.01. Binding Effect. This Site Lease shall inure to the benefit of and shall be
binding upon the City, the Bank and their respective successors and assigns.

 Section 9.02. Severability. In the event any provision of this Site Lease shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provisions hereof.

 Section 9.03. Amendments, Changes and Modifications. This Site Lease may not be
effectively amended, changed, modified, altered or terminated without the written agreement of
both parties hereto.


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 Section 9.04. Execution in Counterparts. This Site Lease may be simultaneously
executed in several counterparts, each of which shall be an original and all of which shall constitute
but one and the same instrument.

 Section 9.05. Applicable Law. This Site Lease shall be governed by and construed in
accordance with the laws of the State of Vermont.

 Section 9.06. Captions. The captions or headings in this Site Lease are for convenience
only and in no way define, limit or describe the scope or intent of any provisions or sections of
this Site Lease.

 Section 9.07. Recording. This Site Lease shall be executed, witnessed, and
acknowledged in recordable form and shall be recorded with the City of Burlington Land Records.


 [Signature Pages Follow]




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 The parties hereto have executed this Site Lease under seal as of the date first above
written.

 CITY:
 City of Burlington, Vermont



 By:
Witness Title: Mayor and
 Duly Authorized Agent


 By:
Witness Title: Chief Administrative Officer and
 Duly Authorized Agent


 BANK:
 M&T Bank


 By:
Witness Title: Duly Authorized Agent




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STATE OF VERMONT
CHITTENDEN COUNTY, SS.

 At Burlington, in said County and State, this ___ day of _______________, personally
appeared _________________________, duly authorized agent for M&T Bank, and they
acknowledged this instrument by them signed to be their free act and deed and the free act and
deed of M&T Bank.

 Before me,


 Notary Public State of Vermont
 Commission Number:
 My Commission Expires:

STATE OF VERMONT
CHITTENDEN COUNTY, SS.

 At Burlington, in said County and State, this ___ day of _______________, personally
appeared The Honorable Emma Mulvaney-Stanak, Mayor of the City of Burlington, Vermont, and
they acknowledged this instrument by them signed to be their free act and deed and the free act
and deed of the City of Burlington, Vermont.

 Before me,


 Notary Public State of Vermont
 Commission Number:
 My Commission Expires:

STATE OF VERMONT
CHITTENDEN COUNTY, SS.

 At Burlington, in said County and State, this ___ day of _______________, personally
appeared Katherine Schad, Chief Administrative Officer of the City of Burlington, Vermont, and
they acknowledged this instrument by them signed to be their free act and deed and the free act
and deed of the City of Burlington, Vermont.

 Before me,


 Notary Public State of Vermont
 Commission Number:
 My Commission Expires:




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 EXHIBIT A
 Site Description




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

 Department: Airport Submitter: Nicolas Longo
 Request to Accept and Execute a Lease-Finance Agreement and a Contract
 Agreement with Engelberth Construction, Inc (ECI) for the construction of the
 Snow Removal Equipment (SRE) building and execute a Contract Agreement
 with Passero Associates, Inc (PA) for the construction oversight services of
 Title/Subject: the SRE building

 Approval Requested: Meeting Date:
 ☒ Board of Finance 6/29/2026
 ☒ City Council 7/13/2026
 ☐ Both BOF and Council Click or tap to enter a date.

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


 Signoff Needed Received? Approval Date Note
 Department Head Yes 6/19/2026 Nicolas Longo

 Mayor’s Office Yes 6/23/2026 Lisa Gerlach
 Board/Commission Yes 6/23/2026 Airport Commission
 City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text.
 contracts or legal documents item. enter a date.
 City Attorney’s Office for memo and Yes 6/23/2026 Hayley McClenahan
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 6/23/2026 Katherine Schad
 Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text.
 or policy item. enter a date.
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




 Page 205 of 320
 CITY OF BURLINGTON
 CONSULTANT CONTRACT

This Consultant Contract (“Contract”) is entered into by and between the City of Burlington,
Vermont (“the City”), and Passero Associates, DPC (“Consultant”), a New York corporation
located at 242 W Main St, Suite 100, Rochester, NY 14614 registered with the Secretary of State
to do business in Vermont.

Consultant and the City agree to the terms and conditions of this Contract.

1. DEFINITIONS

 The following terms shall be construed and interpreted as follows:

 A . “Contract Documents” means all the documents identified in Section 4 (Scope of
 Work) of this Contract.

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

 C. “Party” means the City or Consultant, and “Parties” means the City and Consultant.

 D. “Project” means the construction of the Snow Removal Building (SRE).

 E. “Work” means the services described in Section 5 (Payment for Services) of this
 Contract, along with the specifications contained in the Contract Documents as defined
 in Section 4 (Scope of Work) below.

2. RECITALS

 A. Authority. Each Party represents and warrants to the other that the execution and delivery
 of this Contract and the performance of such Party’s obligations have been duly authorized.

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

 C. Purpose. The City seeks to employ the Consultant to provide construction phase services
 for the construction of the Snow Removal Building at BTV.

3. EFFECTIVE DATE & TERM

 A. Effective Date. This Contract shall not be valid or enforceable until the Effective
 Date. The City shall not be bound by any provision of this Contract before the
 Effective Date and shall have no obligation to pay Consultant for any performance or


 1


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 expense incurred before the Effective Date or after the expiration or termination of
 this Contract.
 B. Term. This Contract and the Parties’ respective performance shall commence on the
 Effective Date and expire on December 31, 2028 or upon the satisfaction of the City,
 unless sooner terminated as provided herein.


4. SCOPE OF WORK

 The Consultant shall perform the services listed in Attachment A (Scope of Work and
 Fee) to the reasonable satisfaction of the Director of Aviation, subject to Section 7.B
 hereof and the reasonable directions of Director of Aviation or designee.

5. PAYMENT FOR SERVICES

 A. Amount. The City shall pay the Consultant for completion of the Work in accordance
 with Attachment A (Scope of Work and Fee) subject to the Maximum Limiting Amount
 in Paragraph C, below.

 Consultant agrees to accept this payment as full compensation for performance of all
 services and expenses incurred under this Agreement.

 B. Payment Schedule. The City shall pay the Consultant in the manner and at such times
 as set forth in the Contract Documents. The City seeks to make payment within thirty
 days of receipt of an invoice and any backup documentation requested under subsection
 D (Invoice) below.

 C. Maximum Limiting Amount. The total amount that may be paid to the Consultant for
 all services and expenses under this Contract shall not exceed the maximum limiting
 amount of $1,367,300. The City shall not be liable to Consultant for any amount
 exceeding the maximum limiting amount without duly authorized written approval.

 D. Invoice. Consultant shall submit one copy of each invoice, including rates and a detailed
 breakdown by task for each individual providing services, and backup documentation for
 any equipment or other expenses to the following:

 Larry Lackey – llackey@btv.aero
 Director of Planning, Engineering, Sustainability
 1200 Airport Drive, South Burlington VT 05403

 Madison Reagan – mreagan@btv.aero
 Environmental Compliance and Project Manager
 1200 Airport Drive, South Burlington VT 05403




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 The City reserves the right to request supplemental information prior to payment.
 Consultant shall not be entitled to payment under this Contract without providing
 sufficient backup documentation satisfactory to the City.


6. SECTION & ATTACHMENT HEADINGS

 The article and attachment headings throughout this Contract are for the convenience of City
 and Consultant and are not intended nor shall they be used to construe the intent of this
 Contract or any part hereof, or to modify, amplify, or aid in the interpretation or construction
 of any of the provisions hereof.

7. CONTRACT DOCUMENTS & ORDER OF PRECEDENT

 A. Contract Documents. The Contract Documents are hereby adopted, incorporated by
 reference, and made part of this Contract. The intention of the Contract Documents is to
 establish the necessary terms, conditions, labor, materials, equipment, and other items
 necessary for the proper execution and completion of the Work to ensure the intended
 results.

 The following documents constitute the Contract Documents:

 Attachment A: Scope of Work and Fee
 Attachment B: BTV Letter Response to Request for Proposals
 Attachment C: Burlington Standard Contract Conditions for Consultants
 Attachment D: Burlington Livable Wage Ordinance Certification
 Attachment E: Burlington Outsourcing Ordinance Certification
 Attachment F: Burlington Union Deterrence Ordinance Certification
 Attachment G: Consultant’s Certificate of Insurance & Endorsements

 B . Order of Precedent. To the extent a conflict or inconsistency exists between the Contract
 Documents, or provisions therein, then the Contract takes precedent. Any Invitation for
 Bids, Additional Contract Provisions, and the City Ordinance Certifications shall prevail
 over any inconsistency with the Contractor’s Scope of Work and Cost Proposal.

8. [Reserved]

 — Signatures follow on the next page —




 3


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SIGNATURE

  Persons signing for the Parties hereby swear and affirm that they are authorized to act on
  behalf of their respective Party and acknowledge that the other Party is relying on their
  representations to that effect. This Contract may be executed in counterparts, each of which
  may be deemed an original. This Contract may be executed electronically, and an electronic
  copy or other facsimile shall be treated as an original.



 Consultant
 Passero Associates


 By: _____________________________


 Date: ____________________________




 City of Burlington
 Patrick Leahy Burlington International Airport


 By: _____________________________
 Nic Longo
 Director of Aviation


 Date: ___________________




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 Attachment A:
Scope of Work and Fee




 Page 210 of 320
 SCHEDULE “A”
 SCOPE OF WORK
Project Title: BTV SRE Building
Airport Name: Patrick Leahy Burlington International Airport
Service Provided: Construction Administration and Observation

PROJECT DESCRIPTION:
The CONSULTANT shall provide the following services, including construction contract
administration and construction observation, during construction of the BTV SRE Building Project
(the “Project”). The Project will be constructed by The City of Burlington, VT (SPONSOR) with
reimbursement through Passenger Facility Charges (PFC).

The proposed project includes the construction of a new ±42,250SF Snow Removal Equipment
(SRE) facility located at the Patrick Leahy Burlington International Airport. The project includes
space to house approximately 18 vehicles, including loaders and Multi-Task-Equipment vehicles.
The project also includes the construction of a new ±3,658sf chemical storage building, asphalt
pavements, security, lighting, and public or private utility infrastructure to serve the needs of the
facility.




 Proposed Snow Removal Equipment Facility – Burlington International Airport.



 A-1

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Professional services to be provided by the CONSULTANT shall include services required to
accomplish the following:


GRANTS AND CONTRACT ADMINISTRATION PHASE:
The CONSULTANT shall aid the SPONSOR in administering the construction contract with the
construction contractor for compliance with the applicable regulations and requirements of the
SPONSOR and the Federal Aviation Administration. This phase shall include the following items of
work:

 1. Assist the SPONSOR by acting as its liaison and Project coordinator with the funding
 agencies.

 2. Review of DBE goals and preparation of annual reporting.

 3. Assist the SPONSOR in compiling and submitting all necessary grant documents required
 by the FAA for Project closeout.

 4. Monitor progress of funding and advise the SPONSOR of any problems therein.

 5. The construction budget for the Project is estimated as $26,000,000. The CONSULTANT
 shall evaluate the feasibility of this budget, based upon the CONSULTANT’S experience as
 a design professional, and keep the SPONSOR apprised during each phase of the Project of
 the results of such evaluation. The CONSULTANT shall advise the SPONSOR as to
 options available for reducing construction costs to stay within the budget, if it appears likely
 that contractor bid prices will exceed the budget.

 6. Attend and conduct in person: pre-construction conference, pre-paving conference, pre-
 pouring conference, pre-install for Masonry (Structural team), pre-install for engineered
 metal buildings (Structural team).
 Attend virtually: bi-weekly construction progress meetings.
 Attend up to 2 additional special meetings as requested by the SPONSOR. Additional
 meetings (in person or virtual) are subject to a supplemental fee at the supplied hourly rates
 as described in Schedule ‘B’.

 7. Review shop drawings, submittals and material certifications to verify compliance with
 project requirements.

  8. Review RFIs from the contractor(s) or SPONSOR.

  9. Review, preparation and distribution of SPONSOR requested changes in the Scope of Work
 (Change Orders).

  10. Preparation, reproduction, and distribution of supplemental drawings or interpretations in
 response to request for clarification by Contractor(s) or the SPONSOR.




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  11. Perform Project management duties such as Project planning, invoice preparation,
 construction schedule coordination, and coordination with the design team and
 subconsultants.

  12. Serve as the SPONSOR’S liaison with the Resident Project Representative, contractor and
 various local agencies, including the FAA and City of South Burlington.


CONSTRUCTION OBSERVATION PHASE:
In the construction observation phase, the CONSULTANT shall provide on-site monitoring of
construction procedures by a full-time Resident Project Representative (RPR), furnished or supplied
by a local sub-consultant to Passero Associates, and supporting staff who will:

 1. Report regularly to the SPONSOR pertaining to the construction progress and, based on on-
 site observations, its compliance to the Project plans and specifications. (PA & EIV)

 2. Review the construction schedule prepared by the contractor for compliance with the
 contract and give written advice to the SPONSOR concerning its acceptability. (PA & EIV)

 3. Attend and conduct in person: pre-construction conference, pre-paving conference, pre-
 pouring conference, pre-install for Masonry (Structural team), pre-install for engineered
 metal buildings (Structural team).
 Attend virtually: bi-weekly construction progress meetings.
 Attend up to 2 additional special meetings as requested by the SPONSOR. Additional
 meetings (in person or virtual) are subject to a supplemental fee at the supplied hourly rates
 as described in Schedule ‘B’. (PA & EIV)

 4. On behalf of the CONSULTANT, subconsultant to act as the SPONSOR’S liaison with the
 contract administrator, contractor and various local agencies, including the FAA and City of
 South Burlington. (EIV)

 5. Serve as Third-Party Inspector for Vermont Stormwater Construction Permit requirements.
 Including creation and submission of inspections as required. (EIV)

 6. Check that required permits and approvals were obtained by the contractor and the
 associated conditions complied with the contract. (EIV)

 7. Obtain and review the proposed subcontractor and supplier list for compliance with
 contract documents and the intent of the design. (EIV)

 8. Assist the SPONSOR in obtaining required field samples. (PA’s Testing Consultant)
 Additionally, keep a record of observations (EIV).

 9. Maintain an updated physical set of drawings and digital access to documents. (EIV)

 10. Maintain an approved shop drawing file and verify construction is in compliance with these
 submittals. Alert the contractor if materials are being installed without approved shop
 drawings. (EIV)

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11. Conduct on-site observations of the construction activities for compliance with contract
 documents, code requirements and the intent of the design (EIV). In addition,
 CONSULTANT will conduct site visits once monthly for the duration of construction. Site
 visits will/may be by Project Manager or Project Engineer, Architect. (PA)

12. Verify that tests, including equipment and system start-ups, are conducted and that the
 results are documented. (EIV)

13. CONSULTANT to retain qualified professionals for necessary special and construction
 materials testing. (PA)
 RPR sub-consultant to arrange for or witness field, laboratory, or shop tests of
 construction materials and special inspections as required by the plans and specifications.
 (EIV)

14. Accompany visitors or other agencies having jurisdiction on the Project, as needed. (EIV)

15. Interpret the requirements of the contract documents and advise the contractor of these
 requirements on behalf of the SPONSOR. (PA & EIV)

16. RPR sub-consultant to review and recommend to the CONSULTANT an appropriate
 action on any alternative construction methods proposed by the contractor. (EIV)
 CONSULTANT may then direct RPR sub-consultant to make recommendations to
 SPONSOR.

17. Review and process supplemental drawings and Change Orders necessary to properly
 execute the work within the intended scope and to accommodate changed field conditions.
 (PA & EIV)

18. Maintain neat and orderly files for correspondence, Observation Reports, meeting minutes,
 and other submissions. Report should include 5 or more photographs of construction
 activities. (EIV)

19. Keep a daily diary recording work hours, weather conditions, site visitors, and other daily
 observations. (EIV)

20. Develop, maintain, and distribute an emergency contact list. (EIV)

21. Maintain a redline set of construction drawings to record as-built conditions, including site
 construction and building construction for the SRE building and the chemical storage
 building, including back-up documentation. (EIV)

22. Certify the final record plans & provide in digital format. (PA)

23. Furnish weekly written summary reports of contractor activities observed, work progress,
 and compliance with the approved construction schedule. (EIV)



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24. Notify the SPONSOR in advance of scheduled major tests or important construction
 phases. (EIV)

25. Prepare, review, and approve monthly and final payments to the contractor, including final
 over/under change orders with final construction costs signed by contractor and
 SPONSOR. Collect Certified Payroll with monthly invoices. (PA & EIV)

26. Assemble and deliver to the SPONSOR required guarantees, certificates, Project closeout
 documents or other data obtained from the contractor, including fully executed release of
 liens from all Prime Contractors, subcontractors and material suppliers with cancelled
 checks. (PA, with information collected & supplied by EIV)

27. Conduct a final site visit and prepare final list of items to be corrected. (PA & EIV)

28. Develop and confirm punch list completion. (PA & EIV)

29. Recommend final Project acceptance to the SPONSOR. (PA)

30. Prepare and deliver letter along with supporting documentation requesting recommendation
 to approve final overrun/underrun change order adjusting the final construction contract
 total with explanations of increases and decreases in contract quantities to the FAA, along
 with all FAA construction reports and material testing summary. (PA)

31. CONSULTANT to retain a licensed surveyor to produce “As-Built” Site Drawings.
 Additionally, CONSULTANT to review Final As-Built Plans in CADD Form and Deliver to
 SPONSOR. (PA)

32. CONSULTANT to retain a Mechanical, Engineering and Plumbing sub-consultant to
 review submittals, respond to RFIs, review building-related scope change or change orders,
 and maintain redlines for delivery to CONSULTANT.

33. CONSULTANT to create as-built plans from redline set(s) as kept by the RPR & MEP sub-
 consultant to distribute to SPONSOR. (PA)




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The CONSULTANT agrees to perform the services in the Construction Observation Phase of this
Project during the construction contract period, estimated to be 18 months with up to 4 months of
winter shutdown, with the following estimated time as follows:
 Phase Staff Hours
 Contract Finalization &
 Grant/DBE Administration
 Department Manager 5
 (BTV handles most of it in-
 Grant Administrator 40
 house, consultant helps with
 Administrative Assistant 20
 initial FAA paperwork /
 submissions)
 Department Manager 20
 Project Management
 Senior Project Manager II 258
 Senior Project Manager II 20
 Resident Project Rep III 20
 Resident Project Rep. I 20
 Pre-Construction Sen. Manager Structural 20
 Senior Architect 20
 Senior Project Manager II 20
 Project Engineer 20
 Senior Project Planner 30
 Resident Project Rep III 670
 Resident Project Rep. I 220
 Site visits
 Senior Manager Structural 80
 Senior Architect 450
 Project Engineer 450
 Resident Project Representative I 40
 Senior Manager Structural 30
 Shop Drawing Submittals Senior Architect 8
 Project Architect 48
 Project Engineer 48
 Senior Architect 80
 Project Architect 40
 RFI responses
 Senior Project Manager II 60
 Project Engineer 64
 Project Engineer 30
 Senior Project Planner 30
 Construction Progress
 Resident Project Rep III 30
 Meetings
 Resident Project Rep. I 30
 Senior Architect 30
 Senior Project Manager II
 10
 Resident Project Rep III
 Final Inspection / Closeout 80
 Resident Project Rep. I
 40
 Senior Project Manager II 40
 AS-BUILT Record Drawings
 Project Engineer 80
 Senior Architect 20
 Post-Construction Admin Senior Project Manager II 20
 Project Engineer 20

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Estimate of Direct Expenses
Travel by Auto 77 trips @ 680 miles/trip
On site travel by representative 5 miles/day @ 51 days
Per Diem 154 days @ 1 persons @ $288/day

Subconsultants (as defined)
Daily On-site RPR (EIV)
Construction Materials Testing / Special Inspections
Post-Construction AS-BUILT Surveyor
Mechanical, Electrical & Plumbing Engineer




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RESPONSIBILITIES/PROJECT RECORDS AND CLOSEOUT DOCUMENTATION:
In general, the on-site administration and observation staff are responsible for monitoring
construction activity on a Project and documenting their observations in a formal Project record.
The Project record contents and its preparation will be maintained in a neat and orderly fashion,
utilizing a cloud-based project management software and will consist of the following:

  1. Engineer's Periodic Project Diary

  2. Observation Periodic Reports

  3. Field Measure Quantities, on a Periodic Basis

  4. Prepare Statement of Days Charged, on a Weekly Basis

  5. Summary of Observation Periodic Reports

  6. Preparation of FAA Weekly Reports

  7. Prime/Subcontractor Work Summary

  8. Preparation of Material Acceptance Reports

  9. Certification and Testing Log Book

 10. Conduct Weekly Project Meetings with SPONSOR and Contractors and Prepare Minutes

 11. Conduct Wage Rate Interviews with Prime/Subcontractors

 12. Review Subcontractor Approval Forms

 13. Review Weekly Payrolls for Prime/Subcontractors

 14. Preparation of Periodic Payment Request for Contractor

 15. Retain Copies of EEO Monthly Utilization Reports for Audit

 16. Preparation and Review of Change Orders/Force Account Work

 17. Maintain Redline As-Built Drawings and Records as Work Progresses. Draft Final As-Built
 Plans in CADD Form and Deliver to SPONSOR.

The resident observation staff is also responsible for observing construction activity as it relates to
aircraft operations, report any violations to the SPONSOR, coordination of Notice to Airmen
(NOTAMS) as required with SPONSOR or designated representative, and to allow the construction
of the Project to be in compliance with the contract documents.



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CLARIFICATION OF RESPONSIBILITY

The SPONSOR acknowledges that the Contractor, in accordance with the Contract Documents, is
solely responsible for the completion of the Project in a quality and timely manner. CONSULTANT’S
construction-phase work tasks for the Project are limited to those specified in this Scope of Work.
The SPONSOR acknowledges that at no time will CONSULTANTS’ responsibilities include
supervision or direction of the actual work by the Contractor or its employees, subcontractors or
suppliers.
The SPONSOR acknowledges that the Contractor is aware that neither the approval of contractor
shop drawings nor the presence of CONSULTANT field representatives nor the observation of the
work by CONSULTANT representatives shall excuse the Contractor in any way from defects
discovered in the Work.
The SPONSOR acknowledges that the Contractor is responsible for Project site safety.
CONSULTANT staff will not control, direct or be responsible for construction means, methods,
techniques, sequences (other than specified in the Construction Phasing Plan) or procedures in
connection with the Contractor’s work.
If construction extends the anticipated completion date, a supplemental Work Order to extend
CONSULTANTS’ services may be required.


 End of Schedule A




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 ENGINEERING COST SUMMARY
 SCHEDULE "B"



PROJECT NAME: Airport Sustainability Improvements: Phase II DATE: 05-Feb-26
PROJ DESCRIPTION Snow Removal Equipment Building Construction A/E: Passero Associates
 PROJECT NO: 20150403.016B
CLIENT: City of Burlington PA CONTACT: ABG
CLIENT MANAGER: Nic Longo, Director of Aviation


I. ESTIMATE OF DIRECT SALARY COSTS: MAXIMUM AVERAGE
 RATE OF PAY RATE OF PAY ESTIMATED ESTIMATED
 TITLE ($/HR) ($/HR) @ HOURS COST

 A. DEPARTMENT MANAGER $136.14 $112.00 X 25 = $2,800.00
 B. BUILDING PROGRAM MANAGER $49.84 $41.00 X 0 = $0.00
 C. SENIOR PROJECT MANAGER II $93.59 $77.00 X 328 = $25,256.00
 D. SENIOR PROJECT MANAGER I $82.65 $68.00 X 0 = $0.00
 E. SENIOR PROJECT ENGINEER $72.93 $60.00 X 0 = $0.00
 F. PROJECT ENGINEER $64.42 $53.00 X 708 = $37,524.00
 G. STAFF ENGINEER $54.70 $45.00 X 0 = $0.00
 H. ENGINEER II $44.97 $37.00 X 0 = $0.00
 I. ENGINEER I $41.33 $34.00 X 0 = $0.00
 J. SENIOR DESIGNER $44.97 $37.00 X 144 = $5,328.00
 K. SENIOR PROJECT PLANNER $93.59 $77.00 X 60 = $4,620.00
 L. PROJECT PLANNER II $60.78 $50.00 X 0 = $0.00
 M. PROJECT PLANNER I $43.76 $36.00 X 0 = $0.00
 N. GRANTS ADMINISTRATOR $52.27 $43.00 X 40 = $1,720.00
 O. ADMINISTRATIVE ASSISTANT $32.82 $27.00 X 20 = $540.00
 P. RESIDENT PROJECT REPRESENTATIVE III $70.50 $58.00 X 800 = $46,400.00
 Q. RESIDENT PROJECT REPRESENTATIVE II $63.21 $52.00 X 0 = $0.00
 R. RESIDENT PROJECT REPRESENTATIVE I $48.62 $40.00 X 350 = $14,000.00
 S. SENIOR ARCHITECT $85.09 $70.00 X 608 = $42,560.00
 T. PROJECT ARCHITECT $66.85 $55.00 X 88 = $4,840.00
 U. JOB CAPTAIN $51.05 $42.00 X 0 = $0.00
 V. ARCH DESIGNER III $41.33 $34.00 X 0 = $0.00
 W. ARCH DESIGNER II $38.90 $32.00 X 0 = $0.00
 X. ARCH DESIGNER I $35.25 $29.00 X 0 = $0.00
 Y. READYVIS/LANDSCAPE ARCHITECT $72.93 $60.00 X 0 = $0.00
 Z. SENIOR.MANAGING STRUCTURAL $105.75 $87.00 X 130 = $11,310.00
 AA. STRUCTURAL ENG $65.64 $54.00 X 0 = $0.00
 BB. SURVEY MANAGER $74.15 $61.00 X 0 = $0.00
 CC. *SURVEY PARTY CHIEF $48.62 $40.00 X 0 = $0.00
 DD. *SURVEYOR (FIELD) -per person $35.25 $29.00 X 0 = $0.00
 EE. SURVEYOR (OFFICE) $38.90 $32.00 X 0 = $0.00


 3301
 * Prevailing Wage TOTAL ESTIMATED DIRECT SALARY COST: $196,898.00




II. OVERHEAD EXPENSES & PAYROLL BURDEN PER SCHEDULE "C" -
 (AUDITABLE, ESTIMATED AND EXPRESSED AS A PERCENTAGE 163.60% $322,125.13
 OF DIRECT SALARY COST):


III. SUBTOTAL OF ITEMS I & II: TOTAL LABOR AND OVERHEAD $519,023.13




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IV. ESTIMATE OF DIRECT EXPENSES:
 A. TRAVEL, BY AUTO:
 77 TRIPS @ 680 MILES/TRIP @ $0.725 = $37,961.00
 B. ON SITE TRAVEL BY RES. PROJ. REP.:
 5 MILES/DAY 51 DAYS @ $0.725 = $184.88
 C. PER DIEM:
 154 DAYS @ 1 PERSONS @ $288.00 = $44,352.00
 D. MISCELLANEOUS (E.g.: Reproductions, Postage, Tolls, Etc.): = $185.53


 TOTAL ESTIMATE OF DIRECT EXPENSES: $82,683.41



V. FIXED FEE (PROFIT):
 A. LABOR PLUS OVERHEAD: 15% (OF III.) $77,853.47


 B. DIRECT EXPENSES: 0% (OF IV.) $0.00


 C. SERVICES BY OTHERS (SBO's): 0% $0.00


 TOTAL FIXED FEE: $77,853.47


VI. SUBCONTRACTS:
 A. ESTIMATE OF SUBSURFACE INVESTIGATION & TESTS:


 1 MOBILZATION/DEMOBILIZATION: 0 LUMP SUM $1,000.00 = $0.00
 2 PAVEMENT CORES: 0 EACH @ $110.00 = $0.00
 3 CONTINUOUS SAMPLING: 0 L.F. @ $25.00 = $0.00
 4 OBSERVATION WELL: 0 L.F. @ $15.00 = $0.00
 5 TEST PITS: 0 EACH @ $450.00 = $0.00
 6 FIELD CBR: 0 EACH @ $450.00 = $0.00
 7 FIELD DENSITY TESTS: 0 EACH @ $23.00 = $0.00
 8 MECHANICAL ANALYSIS: 0 EACH @ $80.00 = $0.00
 9 LABORATORY PROCTORS: 0 EACH @ $145.00 = $0.00
 10 SOAKED LAB CBR (ASTM D1883, PAR 8.1.1): 0 EACH @ $290.00 = $0.00
 11 SOAKED LAB CBR (ASTM D1883, PAR 8.1.2): 0 EACH @ $390.00 = $0.00
 12 SOAKED LAB CBR (ASTM D1883, PAR 8.2): 0 EACH @ $490.00 = $0.00
 13 ATTERBERG LIMITS: 0 EACH @ $90.00 = $0.00
 14 NATURAL MOISTURE CONTENT: 0 EACH @ $12.00 = $0.00
 15 HYDROMETER ANALYSIS: 0 EACH @ $60.00 = $0.00


 TOTAL ESTIMATED SUBSURFACE INVESTIGATION & TESTS: $0.00
 B. OTHER SBO'S, DBE:
 1 RPR (EIV) DBE $522,020.00
 2 Electrical CA (Jade Stone) $48,000.00
 3 AS BUILT Survey (Vermont Survey) $13,530.00
 4 Construction Material Testing (ATL) $104,190.00



 TOTAL SERVICES BY OTHERS COST $687,740.00
VII. TOTALS:


 A. MAXIMUM TOTAL COST FOR DESIGN SERVICES, AGREEMENT TOTAL & FAA ELIGIBLE:
 $1,367,300.00




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 Attachment B:
BTV Letter Response to Request for Proposals




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 Attachment C:
Burlington Standard Contract Conditions For Consultants




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 ATTACHMENT C:
 BURLINGTON STANDARD CONTRACT CONDITIONS
 FOR CONSULTANTS

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

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

3. INSURANCE & 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 Consultant shall disclose in writing to the City any actual
 or potential conflicts of interest or any appearance of a conflict of interest by the Consultant,
 its employees or agents, or its subconsultants, if any.

5. PLANS, RECORDS, AND AVAILABLE DATA: The City agrees to make available, at no
 charge, for the Consultant’s use all available data related to the Contract including any
 preliminary plans, maps, drawings, photographs, reports, traffic data, calculations, EDM,
 valuable papers, topographic survey, utility location plats, or any other pertinent public
 records.

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

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

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

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

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

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

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

8. DESIGN STANDARDS:

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

 B. The Consultant shall ensure that any design conforms to applicable requirements of the
 Americans with Disabilities Act, including any regulations or design standards
 promulgated pursuant thereto (including, without limitation, the current edition of the ADA
 Accessibility Guidelines), and any more stringent disability access laws that may apply. If
 applicable to the Work, and to the extent appropriate in the Consultant’s reasonable
 professional judgment, the Consultant shall build reasonable tolerances into plans to ensure
 that as-built or remodeled, buildings or structures comply with applicable accessibility
 standards (e.g., so that the future tiling of a wall will not cause a restroom stall to fail to
 meet minimum width standards, etc.).

9. RESPONSIBILITY FOR SUPERVISION: The Consultant shall assume primary
 responsibility for general supervision of Consultant employees and their sub-consultants for all

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 work performed under the Contract and shall be solely responsible for all procedures, methods
 of analysis, interpretation, conclusions and contents of work performed under the Contract. The
 Consultant shall be responsible to the City for all acts or omissions of its subconsultants and any
 other person performing work under this Contract.

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

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

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

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

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

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

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

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


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 and disturbance to the owner. Upon request of the Consultant, the City shall furnish a letter of
 introduction to property owners soliciting their cooperation and explaining that the Consultant
 is acting as an agent of the City.

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

15. APPEARANCES:

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

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

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

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

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

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

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

 When applicable, for the type of payment specified in the Contract, expenses for meals and travel
 shall be limited to the current approved in-state rates, as determined by the State of Vermont’s


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 labor contract, and need not be receipted. All other expenses are subject to approval by the City
 and must be accompanied with documentation to substantiate their charges.

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

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

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

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

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

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

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


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21. PUBLIC HEALTH EMERGENCY:

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

  B. Creation of Public Health Emergency Plan: For any work performed on-site at a City
 location, the Consultant shall create a public health emergency plan acceptable to the City.
 The Consultant shall be responsible for following this plan and ensuring that the project or
 site is stable and in a safe and maintainable condition.
 a. Public Health Emergency Plan: The Public Health Emergency Plan will contain:
 i. Measures to manage risk and mitigate potential impacts to the health and
 safety of the public, the City and Consultant’s workers;
 ii. Explicit reference to any health and safety performance standards and
 mandates provided by the City, the State of Vermont, the Federal
 government, or other relevant governmental entities;
 iii. A schedule for possible updates to the plan as standards and mandates
 change; and
 iv. Means to adjust the schedule and sequence of work should the emergency
 change in nature or duration.
 b. Review and Acceptance of Plan:
 i. Consultant must provide the plan to the City by the Effective Date of this
 Contract or by one (1) week prior to the commencement of on-site activities,
 whichever is later.
 ii. The City shall have sole discretion to require changes to the plan.
 iii. The City may revisit the plan at any time to verify compliance with
 obligations that arise under a state of emergency.

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

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

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

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

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

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

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

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

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


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

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

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

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

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

29. PUBLIC RECORDS: The Consultant understands that any and all records related to and
 acquired by the City, whether electronic, paper, or otherwise recorded, are subject to the


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

30. RECORDS RETENTION AND ACCESS: The Consultant agrees to retain, in its files, and
 to produce to the City—within the time periods requested—all books, documents, Electronic
 Data Media (EDM), accounting records, and other records produced or acquired by the
 Consultant in the performance of this Contract which are related to the City, at any time during
 this Contract and for a period of at least three (3) years after its completion or termination. In
 addition, if any audit, claim, or litigation is commenced before the expiration of that three (3)
 year period, the records shall be retained until all related audits, claims, or litigation are
 resolved. The Consultant further agrees that the City shall have access to all the above
 information for the purpose of review and audit during the Contract period and anytime within
 the aforementioned retention period. Copies of all of the above referenced information shall
 be provided to the City, if requested, in the format in which the records were obtained, created,
 or maintained, such that their original use and purpose can be achieved. Consultant, sub-
 consultants, or their representatives performing work related to the Contract, are responsible to
 ensure that all data and information created or stored on EDM is secure and can be duplicated
 and used if the EDM mechanism is subjected to power outage, obsolescence, or damage.

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

32. SETTLEMENTS OF MISUNDERSTANDINGS: 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 Consultant, not less than fifteen (15) days prior
 to the termination date, of its intention to do so. If the termination is for the City’s
 convenience, payment to the Consultant will be made promptly for the amount of any fees
 earned to the date of the notice of termination and costs of materials obtained in preparation


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 for Work but not yet installed or delivered, less any payments previously made. However,
 if a notice of termination is given to a Consultant prior to completion of twenty (20) percent
 of the estimated services, as set forth in the approved Work Schedule and Progress Report,
 the Consultant will be reimbursed for that portion of any reasonable and necessary
 expenses incurred to date of the notice of termination that are in excess of the amount
 earned under its approved fee to the date of said termination. Such requests for
 reimbursement shall be supported with factual data and shall be subject to the City’s
 approval. The Consultant shall make no claim for additional compensation against the City
 by reason of such termination.

B. Termination for Cause:

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

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

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

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

 iv. Cover: In the event the City terminates this contract as provided in this section, the City
 may procure, upon such terms and in such manner as the City may deem appropriate,
 services similar in scope and level of effort to those so terminated, and Consultant shall
 be liable to the City for all of its costs and damages, including, but not limited to, any
 excess costs for such services, interest, or other charges the City incurs to cover.




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

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

 Provisions of the Contract shall be interpreted and implemented in a manner consistent with
 each other and using procedures that will achieve the intent of both Parties. If, for any reason,
 a provision in the Contract is unenforceable or invalid, that provision shall be deemed severed
 from the Contract, and the remaining provisions shall be carried out with the same force and
 effect as if the severed provisions had never been a part of the Contract.

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

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

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

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

39. ASSIGNMENT: Consultant shall not sublet or assign this Work, or any part of it, without the
 written consent of the City. If any subconsultant is approved, Consultant shall be responsible

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 and liable for all acts or omissions of that subconsultant for any Work performed. If any
 subconsultant is approved, Consultant shall be responsible to ensure that the subconsultant is
 paid as agreed and that no lien is placed on any City property.

40. TRANSFERS, SUBLETTING, ETC: The Consultant shall not assign, sublet, or transfer any
 interest in the work, covered by this Contract, without prior written consent of the City, and
 further, if any sub-consultant participates in any work involving additional services, the
 estimated extent and cost of the contemplated work must receive prior written consent of the
 City. The approval or consent to assign or sublet any portion of the work, shall in no way
 relieve the Consultant of responsibility for the performance of that portion of the work so
 transferred. The form of the sub-consultant’s contract shall be as developed by the Consultant
 and approved by the City. The Consultant shall ensure that insurance coverage exists for any
 operations to be performed by any sub-consultant as specified in the insurance requirements
 section of this Contract.

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

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

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 Consultant.

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

 The Consultant understands and agrees that it is responsible for the payment of all taxes on the


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 above sums and that the City will not withhold or pay for Social Security, Medicare, or other taxes
 or benefits or be responsible for any unemployment benefits.

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

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

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 Consultant in the performance of
 the work. It is understood, however, that such forms and samples may be modified, altered,
 and augmented from time to time by the City as occasions may require. It is the responsibility
 of the Consultant to ensure that they have the latest versions applicable to the Contract.

51. N O THIRD PARTY BENEFICIARIES: This Contract does not and is not intended to
 confer any rights or remedies upon any person or entity other than the Parties. Enforcement of
 this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any
 services or benefits which third parties receive as a result of this Contract are incidental to this
 Contract, and do not create any rights for such third parties.

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.


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 Attachment C-1
 Insurance & Indemnification

As used in this Attachment, the term “Contractor” shall refer to the “Consultant”.

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

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

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

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

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

 Coverage limits shall not be less than:

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

 B. Workers’ Compensation/Employer Liability: With respect to all operations performed, the

 1


 Page 253 of 320
 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:

 1. Bodily Injury by Accident: $500,000 each accident

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

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

C. Automobile Liability: The Contractor shall carry commercial automobile liability
 insurance covering all motor vehicles, including owned, non-owned and hired, used in
 connection with the Contract. Each policy shall provide coverage with a limit not less than:
 $1,000,000 - Combined Single Limit for each occurrence.

D. 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:

 (a) $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.

E. [Special Coverages] – NOT APPLICABLE


F. Umbrella/Excess Liability:

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




 2


 Page 254 of 320
All policies shall be endorsed to provide the City thirty (30) days’ notice of cancellation. Each
policy (except workers compensation/employers’ 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 hall be endorsed to waive subrogation against the City.

INDEMNIFICATION:

To the fullest extent allowed by law, the Contractor shall indemnify, defend, and hold harmless
the City and its officers and employees from liability and claims, suits, fines, penalties, expenses
(including attorneys’ fees and costs), losses, liens, judgments, and damages of any kind or nature
whatsoever (collectively, “Claims”) arising as a result of the Contractor’s acts and/or omissions in
the performance this Contract.

Notwithstanding the foregoing, with respect to Professional Negligence (defined below), (i) the
Contractor shall not have a defense duty to the City or its officers and employees; and (ii) the
Contractor’s duty to indemnify and hold harmless the City and its officers and employees shall be
limited to the extent of the Contractor’s actual fault; provided, however, that the Contractor’s
indemnification obligation with respect to Professional Negligence shall include the obligation to
reimburse defense costs in the event and to the extent such costs are incurred and paid by the City
as the proximate cause of said Professional Negligence.

As used herein, “Professional Negligence” means a failure by the Contractor to exercise that
degree of skill and care ordinarily possessed by a reasonably prudent professional practicing in the
same or similar locality and providing the same or similar services. For greater clarity,
Professional Negligence generally includes the type of negligence covered under a Professional
Liability/Errors & Omissions policy of insurance but not necessarily under a Commercial General
Liability or Automobile Liability policy of insurance.




 3


 Page 255 of 320
 Attachment D:
Burlington Livable Wage Ordinance Certification




 Page 256 of 320
Page 257 of 320
 Attachment E:
Burlington Outsourcing Ordinance Certification




 Page 258 of 320
Page 259 of 320
 Attachment F:
Burlington Union Deterrence Ordinance Certification




 Page 260 of 320
 Certification of Compliance with the City of Burlington’s
 Union Deterrence Ordinance



 I, Lisa M Cheung, on behalf of Passero Associates, DPC

(Contractor) and in connection with Snow Removal Equipment Building Construction Phases
Services (City

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

(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 Rochester, NY this 17th day of June, 2026




 By:
 Duly Authorized Agent




 Page 261 of 320
 Attachment G:
Consultant’s Certificate of Insurance & Endorsements




 Page 262 of 320
 DATE (MM/DD/YYYY)
 CERTIFICATE OF LIABILITY INSURANCE 5/4/2025
  THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
  CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
  BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
  REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
  IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
  If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
  this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
 NAME:
Arthur J. Gallagher Risk Management Services, LLC PHONE FAX
30 Century Hill Drive, Suite 200 (A/C, No, Ext): 518-869-3535 (A/C, No): 518-869-3580
 E-MAIL
Latham NY 12110 ADDRESS:
 INSURER(S) AFFORDING COVERAGE NAIC #

 INSURER A : Travelers Indemnity Company 25658
 PASSASS-01
INSURED INSURER B : Charter Oak Fire Insurance Company 25615
Passero Associates Engineering Architecture & Surveying DPC
 INSURER C : Phoenix Insurance Company 25623
Passero Associates LLC / Passero Associates
242 W Main St. Suite 100 INSURER D : Travelers Property Casualty Co of America 25674
Rochester NY 14614 INSURER E :

 INSURER F :
COVERAGES CERTIFICATE NUMBER: 414308235 REVISION NUMBER:
  THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
  INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
  CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
  EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
 B X COMMERCIAL GENERAL LIABILITY Y Y 6808P561169 5/1/2025 5/1/2026 EACH OCCURRENCE $ 2,000,000
 DAMAGE TO RENTED
 CLAIMS-MADE X OCCUR PREMISES (Ea occurrence) $ 1,000,000
 MED EXP (Any one person) $ 5,000
 PERSONAL & ADV INJURY $ 2,000,000

 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000

 POLICY X JECT X LOC
 PRO-
 PRODUCTS - COMP/OP AGG $ 4,000,000

 OTHER: $
 D Y Y COMBINED SINGLE LIMIT $ 1,000,000
 AUTOMOBILE LIABILITY BA7R75786A 5/1/2025 5/1/2026 (Ea accident)
 X ANY AUTO BODILY INJURY (Per person) $
 OWNED SCHEDULED BODILY INJURY (Per accident) $
 AUTOS ONLY AUTOS
 NON-OWNED
 X HIRED
 AUTOS ONLY
 X AUTOS ONLY
 PROPERTY DAMAGE
 (Per accident) $
 $
 A X UMBRELLA LIAB X OCCUR Y Y CUP8P561803 5/1/2025 5/1/2026 EACH OCCURRENCE $ 8,000,000
 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 8,000,000
 X RETENTION $ Follow Form $
 DED 10,000
 C WORKERS COMPENSATION Y UB8P560763 5/1/2025 5/1/2026 X PERSTATUTE
 OTH-
 ER
 AND EMPLOYERS' LIABILITY Y/N
 ANYPROPRIETOR/PARTNER/EXECUTIVE
 N E.L. EACH ACCIDENT $ 1,000,000
 OFFICER/MEMBER EXCLUDED? N/A
 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000
 If yes, describe under
 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000




DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Snow Removal Building Certificate Holder is additional insured on a primary/non-contributory basis as required by written contract under the General Liability,
Automobile Liability, Umbrella/Excess Liability policies. Waiver of Subrogation applies as required by written contract. 30 days' notice of cancellation applies.




CERTIFICATE HOLDER CANCELLATION

 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
 ACCORDANCE WITH THE POLICY PROVISIONS.
 Burlington International Airport
 1200 Apt Drive
 South Burlington VT 05430 AUTHORIZED REPRESENTATIVE
 USA


 © 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
 Page 263 of 320
Passero Associates Engineering 585-325-1000
Architecture & Surveying DPC
242 W Main St. Suite 100
Rochester, NY 14614




 161255176


 Phoenix Insurance Company

Burlington International Airport
1200 Apt Drive
South Burlington, VT 05430 UB8P560763

USA
 05/01/2025 05/01/2026


 Y
 N




 Arthur J. Gallagher Risk Management Services, LLC




 5/4/2025




 Area President



 518-869-3535




 Page 264 of 320
Page 265 of 320
 COMMERCIAL GENERAL LIABILITY

 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
 BLANKET ADDITIONAL INSURED
 (ARCHITECTS, ENGINEERS AND SURVEYORS)
This endorsement modifies insurance provided under the following:
 COMMERCIAL GENERAL LIABILITY COVERAGE PART
1. The following is added to SECTION II – WHO IS h. This insurance does not apply to "bodily
 AN INSURED: injury" or "property damage" caused by "your
 Any person or organization that you agree in a work" and included in the "products-
 "written contract requiring insurance" to include as completed operations hazard" unless the
 an additional insured on this Coverage Part, but: "written contract requiring insurance"
 specifically requires you to provide such
 a. Only with respect to liability for "bodily injury", coverage for that additional insured, and then
 "property damage" or "personal injury"; and the insurance provided to the additional
 b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or
 damage is caused by acts or omissions of "property damage" that occurs before the end
 you or your subcontractor in the performance of the period of time for which the "written
 of "your work" to which the "written contract contract requiring insurance" requires you to
 requiring insurance" applies, or in connection provide such coverage or the end of the
 with premises owned by or rented to you. policy period, whichever is earlier.
 The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of
 additional insured: SECTION IV – COMMERCIAL GENERAL
 c. With respect to the independent acts or LIABILITY CONDITIONS:
 omissions of such person or organization; or The insurance provided to the additional insured
 d. For "bodily injury", "property damage" or is excess over any valid and collectible other
 "personal injury" for which such person or insurance, whether primary, excess, contingent or
 organization has assumed liability in a on any other basis, that is available to the
 contract or agreement. additional insured for a loss we cover. However, if
 you specifically agree in the "written contract
 The insurance provided to such additional insured requiring insurance" that this insurance provided
 is limited as follows: to the additional insured under this Coverage Part
 e. This insurance does not apply on any basis to must apply on a primary basis or a primary and
 any person or organization for which non-contributory basis, this insurance is primary
 coverage as an additional insured specifically to other insurance available to the additional
 is added by another endorsement to this insured which covers that person or organizations
 Coverage Part. as a named insured for such loss, and we will not
 share with the other insurance, provided that:
 f. This insurance does not apply to the (1) The "bodily injury" or "property damage" for
 rendering of or failure to render any which coverage is sought occurs; and
 "professional services".
 g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is
 Coverage Part shown in the Declarations sought arises out of an offense committed;
 exceed the limits of liability required by the after you have signed that "written contract
 "written contract requiring insurance", the requiring insurance". But this insurance provided
 insurance provided to the additional insured to the additional insured still is excess over valid
 shall be limited to the limits of liability required and collectible other insurance, whether primary,
 by that "written contract requiring insurance". excess, contingent or on any other basis, that is
 This endorsement does not increase the available to the additional insured when that
 limits of insurance described in Section III – person or organization is an additional insured
 Limits Of Insurance. under any other insurance.

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COMMERCIAL GENERAL LIABILITY

3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the
 Of Rights Of Recovery Against Others To Us, DEFINITIONS Section:
 of SECTION IV – COMMERCIAL GENERAL "Written contract requiring insurance" means that
 LIABILITY CONDITIONS: part of any written contract under which you are
 We waive any right of recovery we may have required to include a person or organization as an
 against any person or organization because of additional insured on this Coverage Part,
 payments we make for "bodily injury", "property provided that the "bodily injury" and "property
 damage" or "personal injury" arising out of "your damage" occurs and the "personal injury" is
 work" performed by you, or on your behalf, done caused by an offense committed:
 under a "written contract requiring insurance" with
 that person or organization. We waive this right a. After you have signed that written contract;
 only where you have agreed to do so as part of b. While that part of the written contract is in
 the "written contract requiring insurance" with effect; and
 such person or organization signed by you c. Before the end of the policy period.
 before, and in effect when, the "bodily injury" or
 "property damage" occurs, or the "personal injury"
 offense is committed.




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 COMMERCIAL GENERAL LIABILITY

 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
 XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS
 AND SURVEYORS
This endorsement modifies insurance provided under the following:
 COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for
any injury, damage or medical expenses described in any of the provisions of this endorsement may be
excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions
do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a
general coverage description only. Read all the provisions of this endorsement and the rest of your policy
carefully to determine rights, duties, and what is and is not covered.
A. Non-Owned Watercraft – 75 Feet Long Or Less H. Blanket Additional Insured – Governmental
B. Who Is An Insured – Unnamed Subsidiaries Entities – Permits Or Authorizations Relating To
C. Who Is An Insured – Retired Partners, Members, Premises
 Directors And Employees I. Blanket Additional Insured – Governmental
D. Who Is An Insured – Employees And Volunteer Entities – Permits Or Authorizations Relating To
 Workers – Bodily Injury To Co-Employees, Co- Operations
 Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice
 Members, Directors And Employees K. Medical Payments – Increased Limit
E. Who Is An Insured – Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition –
 Limited Liability Companies Professional Liability
F. Blanket Additional Insured – Controlling Interest M. Blanket Waiver Of Subrogation – When Required
G. Blanket Additional Insured – Mortgagees, By Written Contract Or Agreement
 Assignees, Successors Or Receivers N. Contractual Liability – Railroads
PROVISIONS uses or is responsible for the use of a
A. NON-OWNED WATERCRAFT – 75 FEET watercraft that you do not own that is:
 LONG OR LESS (1) 75 feet long or less; and
 1. The following replaces Paragraph (2) of (2) Not being used to carry any person
 Exclusion g., Aircraft, Auto Or Watercraft, or property for a charge;
 in Paragraph 2. of SECTION I – B. WHO IS AN INSURED – UNNAMED
 COVERAGES – COVERAGE A – BODILY SUBSIDIARIES
 INJURY AND PROPERTY DAMAGE The following is added to SECTION II – WHO IS
 LIABILITY: AN INSURED:
 (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership
 (a) 75 feet long or less; and or joint venture, that is not shown as a Named
 (b) Not being used to carry any person Insured in the Declarations is a Named Insured
 or property for a charge; if:
 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an
 SECTION II – WHO IS AN INSURED: ownership interest of more than 50% in, such
 e. Any person or organization that, with subsidiary on the first day of the policy
 your express or implied consent, either period; and


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COMMERCIAL GENERAL LIABILITY

 b. Such subsidiary is not an insured under Unless you are in the business or occupation
 similar other insurance. of providing professional health care
 No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d)
 injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising
 "personal and advertising injury" caused by an out of providing or failing to provide first aid
 offense committed: or "Good Samaritan services" by any of your
 retired partners, members, directors or
 a. Before you maintained an ownership interest "employees", other than a doctor. Any such
 of more than 50% in such subsidiary; or retired partners, members, directors or
 b. After the date, if any, during the policy period "employees" providing or failing to provide
 that you no longer maintain an ownership first aid or "Good Samaritan services" during
 interest of more than 50% in such subsidiary. their work hours for you will be deemed to be
 acting within the scope of their employment
 For purposes of Paragraph 1. of Section II – Who by you or performing duties related to the
 Is An Insured, each such subsidiary will be conduct of your business.
 deemed to be designated in the Declarations as: (2) "Personal injury":
 a. A limited liability company; (a) To you, to your current or retired
 b. An organization other than a partnership, partners or members (if you are a
 joint venture or limited liability company; or partnership or joint venture), to your
 c. A trust; current or retired members (if you are a
 as indicated in its name or the documents that limited liability company), to your other
 govern its structure. current or retired directors or
 "employees" while in the course of his or
C. WHO IS AN INSURED – RETIRED PARTNERS, her employment or performing duties
 MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business,
 The following is added to Paragraph 2. of or to your other "volunteer workers"
 while performing duties related to the
 SECTION II – WHO IS AN INSURED: conduct of your business;
 Any person who is your retired partner, member, (b) To the spouse, child, parent, brother or
 director or "employee" that is performing services sister of that current or retired partner,
 for you under your direct supervision, but only for member, director, "employee" or
 acts within the scope of their employment by you "volunteer worker" as a consequence of
 or while performing duties related to the conduct Paragraph (2)(a) above;
 of your business. However, no such retired (c) For which there is any obligation to
 partner, member, director or "employee" is an share damages with or repay someone
 insured for: else who must pay damages because of
 the injury described in Paragraph (2)(a)
 (1) "Bodily injury": or (b) above; or
 (a) To you, to your current partners or (d) Arising out of his or her providing or
 members (if you are a partnership or failing to provide professional health care
 joint venture), to your current members services.
 (if you are a limited liability company) or
 to your current directors; (3) "Property damage" to property:
 (b) To the spouse, child, parent, brother or (a) Owned, occupied or used by; or
 sister of that current partner, member or (b) Rented to, in the care, custody or control
 director as a consequence of Paragraph of, or over which physical control is
 (1)(a) above; being exercised for any purpose by;
 (c) For which there is any obligation to
 share damages with or repay someone you, any of your retired partners, members
 else who must pay damages because of or directors, your current or retired
 the injury described in Paragraph (1)(a) "employees" or "volunteer workers", any
 or (b) above; or current partner or member (if you are a
 (d) Arising out of his or her providing or partnership or joint venture), or any current
 failing to provide professional health care member (if you are a limited liability
 services. company) or current director.

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 COMMERCIAL GENERAL LIABILITY

D. WHO IS AN INSURED – EMPLOYEES AND organization will be deemed to be
 VOLUNTEER WORKERS – BODILY INJURY designated in the Declarations as:
 TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company;
 WORKERS AND RETIRED PARTNERS,
 MEMBERS, DIRECTORS AND EMPLOYEES b. An organization other than a partnership,
 joint venture or limited liability company;
 The following is added to Paragraph 2.a.(1) of or
 SECTION II – WHO IS AN INSURED:
 c. A trust;
 Paragraphs (1)(a), (b) and (c) above do not
 apply to "bodily injury" to a current or retired co- as indicated in its name or the documents
 "employee" while in the course of the co- that govern its structure.
 "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED –
 duties related to the conduct of your business, or CONTROLLING INTEREST
 to "bodily injury" to your other "volunteer 1. The following is added to SECTION II –
 workers" or retired partners, members or WHO IS AN INSURED:
 directors while performing duties related to the
 conduct of your business. Any person or organization that has financial
E. WHO IS AN INSURED – NEWLY ACQUIRED control of you is an insured with respect to
 OR FORMED LIMITED LIABILITY COMPANIES liability for "bodily injury", "property damage"
 or "personal and advertising injury" that
 The following replaces Paragraph 3. of arises out of:
 SECTION II – WHO IS AN INSURED: a. Such financial control; or
 3. Any organization you newly acquire or form, b. Such person's or organization's
 other than a partnership or joint venture, and ownership, maintenance or use of
 of which you are the sole owner or in which premises leased to or occupied by you.
 you maintain an ownership interest of more
 than 50%, will qualify as a Named Insured if The insurance provided to such person or
 there is no other similar insurance available organization does not apply to structural
 to that organization. However: alterations, new construction or demolition
 a. Coverage under this provision is operations performed by or on behalf of such
 afforded only: person or organization.
 (1) Until the 180th day after you acquire 2. The following is added to Paragraph 4. of
 or form the organization or the end SECTION II – WHO IS AN INSURED:
 of the policy period, whichever is This paragraph does not apply to any
 earlier, if you do not report such premises owner, manager or lessor that has
 organization in writing to us within financial control of you.
 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED –
 or MORTGAGEES, ASSIGNEES, SUCCESSORS
 (2) Until the end of the policy period, OR RECEIVERS
 when that date is later than 180 days The following is added to SECTION II – WHO IS
 after you acquire or form such AN INSURED:
 organization, if you report such
 organization in writing to us within Any person or organization that is a mortgagee,
 180 days after you acquire or form it; assignee, successor or receiver and that you
 b. Coverage A does not apply to "bodily have agreed in a written contract or agreement
 injury" or "property damage" that to include as an additional insured on this
 occurred before you acquired or formed Coverage Part is an insured, but only with
 the organization; and respect to its liability as mortgagee, assignee,
 successor or receiver for "bodily injury", "property
 c. Coverage B does not apply to "personal damage" or "personal and advertising injury"
 and advertising injury" arising out of an that:
 offense committed before you acquired a. Is "bodily injury" or "property damage" that
 or formed the organization. occurs, or is "personal and advertising injury"
 For the purposes of Paragraph 1. of Section caused by an offense that is committed,
 II – Who Is An Insured, each such

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COMMERCIAL GENERAL LIABILITY

 subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street
 agreement; and banners or decorations.
 b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED –
 use of the premises for which that GOVERNMENTAL ENTITIES – PERMITS
 mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO
 is required under that contract or agreement OPERATIONS
 to be included as an additional insured on The following is added to SECTION II – WHO IS
 this Coverage Part. AN INSURED:
 The insurance provided to such mortgagee, Any governmental entity that has issued a permit
 assignee, successor or receiver is subject to the or authorization with respect to operations
 following provisions: performed by you or on your behalf and that you
 a. The limits of insurance provided to such are required by any ordinance, law, building code
 mortgagee, assignee, successor or receiver or written contract or agreement to include as an
 will be the minimum limits that you agreed to additional insured on this Coverage Part is an
 provide in the written contract or agreement, insured, but only with respect to liability for
 or the limits shown in the Declarations, "bodily injury", "property damage" or "personal
 whichever are less. and advertising injury" arising out of such
 b. The insurance provided to such person or operations.
 organization does not apply to: The insurance provided to such governmental
 (1) Any "bodily injury" or "property damage" entity does not apply to:
 that occurs, or any "personal and a. Any "bodily injury", "property damage" or
 advertising injury" caused by an offense "personal and advertising injury" arising out
 that is committed, after such contract or of operations performed for the
 agreement is no longer in effect; or governmental entity; or
 (2) Any "bodily injury", "property damage" or b. Any "bodily injury" or "property damage"
 "personal and advertising injury" arising included in the "products-completed
 out of any structural alterations, new operations hazard".
 construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE
 performed by or on behalf of such
 mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the
 receiver. definition of "occurrence" in the
H. BLANKET ADDITIONAL INSURED – DEFINITIONS Section:
 GOVERNMENTAL ENTITIES – PERMITS OR b. An act or omission committed in
 AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental
 The following is added to SECTION II – WHO IS medical services", first aid or "Good
 AN INSURED: Samaritan services" to a person, unless
 you are in the business or occupation of
 Any governmental entity that has issued a permit providing professional health care
 or authorization with respect to premises owned services.
 or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of
 that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II – WHO IS
 building code or written contract or agreement to AN INSURED:
 include as an additional insured on this Unless you are in the business or occupation
 Coverage Part is an insured, but only with of providing professional health care
 respect to liability for "bodily injury", "property services, Paragraphs (1)(a), (b), (c) and (d)
 damage" or "personal and advertising injury" above do not apply to "bodily injury" arising
 arising out of the existence, ownership, use, out of providing or failing to provide:
 maintenance, repair, construction, erection or (a) "Incidental medical services" by any of
 removal of any of the following for which that your "employees" who is a nurse,
 governmental entity has issued such permit or nurse assistant, emergency medical
 authorization: advertising signs, awnings, technician, paramedic, athletic trainer,
 canopies, cellar entrances, coal holes, audiologist, dietician, nutritionist,
 driveways, manholes, marquees, hoist away
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 COMMERCIAL GENERAL LIABILITY

 occupational therapist or occupational that is available to any of your "employees"
 therapy assistant, physical therapist or for "bodily injury" that arises out of providing
 speech-language pathologist; or or failing to provide "incidental medical
 (b) First aid or "Good Samaritan services" services" to any person to the extent not
 by any of your "employees" or "volunteer subject to Paragraph 2.a.(1) of Section II –
 workers", other than an employed or Who Is An Insured.
 volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS – INCREASED LIMIT
 or "volunteer workers" providing or failing The following replaces Paragraph 7. of
 to provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:
 services" during their work hours for you
 will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical
 scope of their employment by you or Expense Limit is the most we will pay under
 performing duties related to the conduct Coverage C for all medical expenses
 of your business. because of "bodily injury" sustained by any
 3. The following replaces the last sentence of one person, and will be the higher of:
 Paragraph 5. of SECTION III – LIMITS OF a. $10,000; or
 INSURANCE:
 For the purposes of determining the b. The amount shown in the Declarations of
 applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense
 acts or omissions committed in providing or Limit.
 failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE
 services", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITY
 services" to any one person will be deemed The following is added to Paragraph 4.b.,
 to be one "occurrence".
 Excess Insurance, of SECTION IV –
 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY
 Paragraph 2., Exclusions, of SECTION I – CONDITIONS:
 COVERAGES – COVERAGE A – BODILY
 INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other
 LIABILITY: insurance, whether primary, excess, contingent
 Sale Of Pharmaceuticals or on any other basis, that is Professional
 Liability or similar coverage, to the extent the
 "Bodily injury" or "property damage" arising loss is not subject to the professional services
 out of the violation of a penal statute or exclusion of Coverage A or Coverage B.
 ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –
 pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACT
 knowledge or consent of the insured.
 OR AGREEMENT
 5. The following is added to the DEFINITIONS
 Section: The following is added to Paragraph 8., Transfer
 "Incidental medical services" means: Of Rights Of Recovery Against Others To Us,
 of SECTION IV – COMMERCIAL GENERAL
 a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS:
 ray or nursing service or treatment, If the insured has agreed in a written contract or
 advice or instruction, or the related agreement to waive that insured's right of
 furnishing of food or beverages; or recovery against any person or organization, we
 b. The furnishing or dispensing of drugs or waive our right of recovery against such person
 medical, dental, or surgical supplies or or organization, but only for payments we make
 appliances. because of:
 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that
 Excess Insurance, of SECTION IV – occurs; or
 COMMERCIAL GENERAL LIABILITY
 CONDITIONS: b. "Personal and advertising injury" caused by
 This insurance is excess over any valid and an offense that is committed;
 collectible other insurance, whether primary, subsequent to the signing of that contract or
 excess, contingent or on any other basis, agreement.

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COMMERCIAL GENERAL LIABILITY

N. CONTRACTUAL LIABILITY – RAILROADS
 1. The following replaces Paragraph c. of the
 definition of "insured contract" in the
 DEFINITIONS Section:
 c. Any easement or license agreement;
 2. Paragraph f.(1) of the definition of "insured
 contract" in the DEFINITIONS Section is
 deleted.




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  GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 6808P561169
 OFFICE PAC ISSUE DATE: 04/17/2024

  THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CG 20 37 07 - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED
OPERATIONS
This endorsement modifies insurance provided under the following:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.ADDITIONAL
INSURED - OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONSTHIS ENDORSEMENT
MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL
LIABILITY COVERAGE PART SCHEDULENAMES OF
ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S):ANY PERSON OR ORGANIZATION
THAT YOU AGREE IN A WRITTEN CONTRACT TO INCLUDE AS AN ADDITIONAL INSURED ON
THIS COVERAGE PART, PROVIDED THAT SUCH WRITTEN CONTRACT WAS SIGNED AND
EXECUTED BY YOU BEFORE, AND IS IN EFFECT WHEN, THE "BODILY INJURY" OR
"PROPERTY DAMAGE" OCCURS OR THE "PERSONAL INJURY" OR "ADVERTISING INJURY"
OFFENSE IS COMMITTED.LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS: ANY
PROJECT TO WHICH A WRITTEN CONTRACT WITH THE ADDITIONAL INSURED PERSON(S) OR
ORGANIZATION(S) IN THE SCHEDULE APPLIES. (INFORMATION REQUIRED TO COMPLETE THIS
SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.)A. SECTION
II - WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED THE
PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO
LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE" CAUSED, IN WHOLE OR IN PART,
BY "YOUR WORK" AT THE LOCATION DESIGNATED AND DESCRIBED IN THE SCHEDULE OF
THIS ENDORSEMENT PERFORMED FOR THAT ADDITIONAL INSURED AND INCLUDED IN THE
"PRODUCTS-COMPLETED OPERATIONS HAZARD".CG 20 37 07 04COPYRIGHT ISO PROPERTIES,
INC. 2004




CG TS 03 05 24 Page 1 of 1

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 COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: 6808P561169 ISSUE DATE:04/17/2024

 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

 TOTAL AGGREGATE LIMIT OTHER THAN PROJECTS
 AND DESIGNATED PROJECT AND LOCATION
 AGGREGATE LIMITS
This endorsement modifies insurance provided under the following:
 COMMERCIAL GENERAL LIABILITY COVERAGE PART


 SCHEDULE - LIMITS OF INSURANCE AND DESIGNATED PROJECTS AND LOCATIONS
 LIMITS OF INSURANCE
Total Aggregate Limit $ 20,000,000
(Other Than Projects and Products-Completed Operations)
Designated Location Aggregate Limit $ 4,000,000
(Other Than Products-Completed Operations)
Designated Project Aggregate Limit $ 4,000,000
(Other Than Products-Completed Operations)
General Aggregate Limit $ 4,000,000
(Other Than Products-Completed Operations)
Designated Projects:
Each "project" for which you have agreed, in a written contract which
is in effect during this policy period, to provide a separate General
Aggregate Limit, provided that the contract is signed by you before
the "bodily injury" or "property damage" occurs.




Designated Locations:
All locations listed in Item 3. of the Common Policy Declarations or
in any Master Pac Account Exposure Endorsement included in this
policy.




PROVISIONS
1. The General Aggregate Limit (Other Than 1. The Limits of Insurance shown in the
 Products-Completed Operations) shown in the Declarations or the Schedule - Limits Of
 Declarations is replaced by the Limits of Insurance And Designated Projects And
 Insurance shown in the Schedule - Limits Of Locations, whichever apply, and the rules
 Insurance And Designated Projects And below fix the most we will pay regardless of
 Locations. the number of:
2. The following replaces Paragraph 1. of SECTION a. Insureds;
 Ill - LIMITS OF INSURANCE:
 b. Claims made or "suits" brought;
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COMMERCIAL GENERAL LIABILITY


 c. Persons or organizations making claims under Coverage B. Instead, the
 or bringing "suits"; or General Aggregate Limit described in
 d. "Projects" or "locations". Paragraph 2.d. below applies to such
 damages.
3. The following replaces Paragraph 2. of SECTION
 Ill - LIMITS OF INSURANCE: (S) Any payments made for damages or
 medical expenses to which the
 2. a. The Total Aggregate Limit shown in the Designated Project Aggregate Limit
 Schedule - Limits Of Insurance And applies will reduce the Designated
 Designated Projects And Locations is the Project Aggregate Limit for the
 most we will pay for the sum of all applicable "project". Such payments
 amounts under the Designated Location will not reduce the Total Aggregate
 Aggregate Limit and all amounts under Limit, the General Aggregate Limit
 the General Aggregate Limit. This described in Paragraph 2.d. below,
 includes: the Designated Project Aggregate
 (1) Damages under Coverage A, except Limit for any other "project" or the
 damages because of "bodily injury" or Designated Location Aggregate Limit.
 "property damage" included in c. Subject to the Total Aggregate Limit
 the "products-completed operations
 described in Paragraph 2.a. above, the
 hazard";
 Designated Location Aggregate Limit
 (2) Damages under Coverage B; and shown in the Schedule - Limits Of
 (3) Medical expenses under Coverage C. Insurance And Designated Projects And
 Locations applies and is further subject to
 b. The Designated Project Aggregate Limit all of the following provisions:
 shown in the Schedule - Limits Of
 Insurance And Designated Projects And (1) The Designated Location Aggregate
 Locations applies and is further subject to Limit is the most we will pay for the
 all of the following provisions: sum of:
 (1) The Designated Project Aggregate (a) Damages under Coverage A
 Limit is the most we will pay for the because of "bodily injury" and
 sum of: "property damage" caused by
 "occurrences"; and
 (a) Damages under Coverage A
 because of "bodily injury" and (b) Medical expenses under
 "property damage" caused by Coverage C for "bodily injury"
 "occurrences"; and caused by accidents;
 (b) Medical expenses under that can be attributed only to
 Coverage C for "bodily injury" operations at a single "location".
 caused by accidents; (2) The Designated Location Aggregate
 that can be attributed only to Limit applies separately to each
 operations at a single "project". "location".
 (2) The Designated Project Aggregate (3) The Designated Location Aggregate
 Limit applies separately to each Limit does not apply to damages
 "project". because of "bodily injury" or "property
 damage" included in the "products­
 (3) The Designated Project Aggregate
 completed operations hazard".
 Limit does not apply to damages
 Instead, the Products-Completed
 because of "bodily injury" or "property
 Operations Aggregate Limit
 damage" included in the "products­
 completed operations hazard". described in Paragraph 3. below
 Instead, the Products-Completed applies to such damages.
 Operations Aggregate Limit (4) The Designated Location Aggregate
 described in Paragraph 3. below Limit does not apply to damages
 applies to such damages. under Coverage B. Instead, the
 (4) The Designated Project Aggregate General Aggregate Limit described in
 Limit does not apply to damages

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 COMMERCIAL GENERAL LIABILITY


 Paragraph 2.d. below applies to such General Aggregate Limit applies will
 damages. reduce:
 (S) Any payments made for damages or (a) The Total Aggregate Limit; and
 medical expenses to which the
 Designated Location Aggregate Limit (b) The General Aggregate Limit.
 applies will reduce: Such payments will not reduce the
 (a) The Total Aggregate Limit; and Designated Project Aggregate Limit
 for any "project" or the Designated
 (b) The Designated Location Location Aggregate Limit for any
 Aggregate Limit for the applicable "location".
 "location".
 4. The following replaces Paragraph 3. of SECTION
 Such payments will not reduce the
 Ill - LIMITS OF INSURANCE:
 General Aggregate Limit described in
 Paragraph 2.d. below, the 3. The Products-Completed Operations Aggre­
 Designated Project Aggregate Limit gate Limit shown in the Declarations is the
 or the  Designated Location most we will pay under Coverage A for
 Aggregate Limit for any other damages because of "bodily injury" or
 "location". "property damage" included in the "products­
 completed operations hazard". Any payments
 d. Subject to the Total Aggregate Limit made for such damages will not reduce the
 described in Paragraph 2.a. above, the Total Aggregate Limit, the General Aggregate
 General Aggregate Limit shown in the Limit, the Designated Project Aggregate Limit
 Schedule - Limits Of Insurance And for any "project" or the Designated Location
 Designated Projects And Locations Aggregate Limit for any "location".
 applies and is further subject to all of the
 following provisions: 5. The following is added to the DEFINITIONS
 Section:
 (1) The General Aggregate Limit is the
 most we will pay for the sum of: "Location" means any designated location shown
 in the Schedule - Limits Of Insurance And
 (a) Damages under Coverage A Designated Projects and Locations that is owned
 because of "bodily injury" and by or rented to you. For the purposes of
 "property damage" caused by determining the applicable aggregate limit of
 "occurrences", and medical insurance, each "location" that includes a
 expenses under Coverage C for premises involving the same or connecting lots,
 "bodily injury" caused by or premises whose connection is interrupted only
 accidents, that cannot  be by a street, roadway or waterway, or by a right-of­
 attributed only to operations at a way of a railroad, will be considered a single
 single "project" or a single "location".
 "location"; and "Project" means any designated project shown in
 (b) Damages under Coverage B. the Schedule - Limits Of Insurance And
 Designated Projects And Locations that is away
 (2) The General Aggregate Limit does
 not apply to damages for "bodily from premises owned by or rented to you and at
 which you are performing operations pursuant to
 injury" or "property damage" included
 a contract or agreement. For the purposes of
 in the "products-completed oper-
 ations hazard". Instead, the determining the applicable aggregate limit of
 insurance, each "project" that includes a premises
 Products-Completed Operations
 Aggregate Limit described in involving the same or connecting lots, or
 premises whose connection is interrupted only by
 Paragraph 3. below applies to such
 a street, roadway or waterway, or by a right-of­
 damages.
 way of a railroad, will be considered a single
 (3) Any payments made for damages or "project".
 medical expenses to which the




CG D4 69 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 3
 Includes copyrighted material of Insurance Services Office, Inc. with its permission.


 Page 277 of 320
 POLICY NUMBER: 6808P561169
 EFFECTIVE DATE: 05/01/2025
 ISSUE DATE: 03/02/2023


 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS

 THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS
 BY LINE OF BUSINESS


 PN T9 38 12 12 IMPORTANT NOTICE TO NORTH CAROLINA POLICYHOLDERS -
 CAUSES OF LOSS NOT COVERED
 IL TO 19 02 05 COMMON POLICY DECLARATIONS
 MP TO 01 02 05 BUSINESSOWNERS COVERAGE PART DECLARATIONS
 IL TS 01 01 01 FORMS ENDORSEMENTS AND SCHEDULE NUMBERS
 IL T3 15 09 07 COMMON POLICY CONDITIONS
 IL TO 20 02 05 ADDITIONAL LOCATIONS

 BUSINESSOWNERS
 MP TO 25 02 05 SPECIAL PROVISIONS - LOSS PAYEE
 CP 12 18 10 12 LOSS PAYABLE PROVISIONS
 MP Tl 30 02 05 TABLE OF CONTENTS - BUSINESSOWNERS COVERAGE PART -
 DELUXE PLAN
 MP PO 06 09 15 ARCHITECTS, ENGINEERS AND SURVEYORS PROPERTY
 ENHANCEMENT
 MP PO 07 09 15 ARCHITECTS, ENGINEERS AND SURVEYORS FLOOD ENDORSEMENT
 MP PO 08 09 15 ARCHITECTS, ENGINEERS AND SURVEYORS EARTHQUAKE
 ENDORSEMENT
 MP Tl 02 02 05 BUSINESSOWNERS PROPERTY COVERAGE SPECIAL FORM
 MP Tl 05 02 05 AMENDATORY PROVISIONS - OFFICES
 MP TS 30 11 12 FUNGUS WET ROT AND DRY ROT CHANGES - NEW YORK
 MP T3 07 03 97 PROTECTIVE SAFEGUARDS ENDORSEMENT FOR SPRINKLERED
 LOCATIONS AND RESTAURANTS
 MP T3 25 01 21 FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE
 MP T3 50 11 06 EQUIPMENT BREAKDOWN - SERVICE INTERRUPTION LIMITATION
 MP T3 56 02 08 AMENDATORY PROVISIONS - GREEN BUILDING AND BUSINESS
 PERSONAL PROP COV ENHANCEMENTS
 CP 01 23 04 08 OHIO CHANGES
 MP TS 36 03 14 NORTH CAROLINA CHANGES
 MP TS 45 01 18 NEW YORK CHANGES
 MP T4 46 05 91 VERMONT CHANGES
 MP T4 81 01 00 GEORGIA CHANGES - "POLLUTANTS"
 MP TS 01 01 20 GEORGIA CHANGES

 COMMERCIAL GENERAL LIABILITY
 CG D4 69 02 19 TOT AGG LIMIT OTHER THAN PROJECTS
 CG TO 34 02 19 TABLE OF CONTENTS - COMMERCIAL GENERAL LIABILITY
 COVERAGE FORM CG Tl 00 02 19
 CG Tl 00 02 19 COMMERCIAL GENERAL LIABILITY COVERAGE FORM
 CG D3 09 02 19 AMENDATORY ENDORSEMENT - PRODUCTS-COMPLETED OPERATIONS
 HAZARD



IL TS 01 01 01 PAGE: 1 OF 3

 Page 278 of 320
 POLICY NUMBER: 6808P561169
 EFFECTIVE DATE: 05/01/2025
 ISSUE DATE: 03/02/2023



 COMMERCIAL GENERAL LIABILITY (CONTINUED)
 CG D3 81 09 15 BLANXET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND
 SURVEYORS)
 CG D4 11 04 08 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION
 CG D6 75 02 19 AMEND-WHO IS INS-ARCHIT/ENG/SURVEY ACTIV
 CG D9 10 09 21 AMENDMENT OF INTELLECTUAL PROPERTY EXCLUSION
 CG F5 62 02 09 LIMITATION WHEN TWO OR MORE COVG PARTS APPLY TO THE
 SAME CLAIM OR SUIT - NY
 CG TS 01 05 23 GENERAL PURPOSE ENDORSEMENT
 CG TS 02 05 23 GENERAL PURPOSE ENDORSEMENT
 CG TS 03 05 23 GENERAL PURPOSE ENDORSEMENT
 CG TS 04 05 23 GENERAL PURPOSE ENDORSEMENT
 CG D3 79 02 19 XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND
 SURVEYORS
 CG D3 80 10 11 EXCLUSION - ENGINEERS, ARCHITECTS OR SURVEYORS
 PROFESSIONAL LIABILITY
 CG D4 21 07 08 AMEND CONTRAL LIAB EXCL - EXC TO NAMED INS
 CG D6 18 10 11 EXCLUSION - VIOLATION OF CONSUMER FINANCIAL PROTECTION
 LAWS
 CG D7 71 09 20 UNMANNED AIRCRAFT EXCLUSION - WITH EXCEPTION FOR
 CERTAIN ADVERTISING INJURY
 CG Dl 42 02 19 EXCLUSION - DISCRIMINATION
 CG 26 21 10 91 NEW YORK CHANGES - TRANSFER OF DUTIES WHEN A LIMIT OF
 INSURANCE IS USED UP
 CG F2 63 02 19 NEW YORK CHANGES - COMMERCIAL GENERAL LIABILITY
 COVERAGE FORM
 CG F9 34 02 19 AMENDMENT OF DUTIES IN EVENT OF AN OCCURRENCE,
 OFFENSE, CLAIM OR SUIT CONDITION
 CG F0 94 10 15 EXCLUSION - LEAD - NEW YORK
 CG T9 29 07 86 OCCURRENCE - WEST VIRGINIA AND OHIO

 EMPLOYEE BENEFITS LIABILITY
 CG TO 09 09 93 EMPLOYEE BENEFITS LIABILITY COVERAGE PART DECLARATIONS
 CG TO 43 01 16 TABLE OF CONTENTS - EMPLOYEE BENEFITS LIABILITY
 COVERAGE FORM
 CG Tl 01 01 16 EMPLOYEE BENEFITS LIABILITY COVERAGE FORM
 CG F7 18 08 12 NEW YORK CHANGES - TRANSFER OF DUTIES WHEN A LIMIT OF
 INSURANCE IS USED UP
 CG T9 14 01 16 NEW YORK CHANGES - EBL

 MULTIPLE SUBLINE ENDORSEMENTS
 CG 01 04 12 04 NEW YORK CHANGES - PREMIUM AUDIT

 COMMERCIAL INLAND MARINE
 CM TO 05 01 98 CONTRACTOR'S EQUIPMENT COVERAGE - DECLARATIONS



IL TS 01 01 01 PAGE: 2 OF 3

 Page 279 of 320
 POLICY NUMBER: 6808P561169
 EFFECTIVE DATE: 05/01/2025
 ISSUE DATE: 03/02/2023



 COMMERCIAL INLAND MARINE (CONTINUED)
 CM TO 11 08 05 COMMERCIAL INLAND MARINE COVERAGE PART - TABLE OF
 CONTENTS
 CM 00 01 09 04 COMMERCIAL INLAND MARINE CONDITIONS
 CM Tl 03 01 98 CONTRACTORS EQUIPMENT - SPECIAL
 CM T3 98 01 21 FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE
 CM T9 22 09 07 ARCHITECTS, ENGINEERS AND SURVEYORS EQUIPMENT
 ENDORSEMENT
 CM 01 03 02 14 NORTH CAROLINA CHANGES
 CM 01 04 09 15 NEW YORK CHANGES
 CM 01 40 04 08 OHIO CHANGES
 CM T9 08 01 98 ADDITIONAL COVERAGES CHANGES - NEW YORK

 INTERLINE ENDORSEMENTS
 IL F0 63 05 13 NEW YORK - EXCLUSION OF LOSS DUE TO VIRUS OR BACTERIA
 IL TO 63 07 22 ACTUAL CASH VALUE
 IL T3 20 05 19 NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US
 IL T4 12 03 15 AMNDT COMMON POLICY COND-PROHIBITED COVG
 IL T4 14 01 21 CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM
 IL T4 40 10 20 PROTECTION OF PROPERTY
 IL T3 82 05 13 EXCLUSION OF LOSS DUE TO VIRUS OR BACTERIA
 IL TS 00 05 23 GENERAL PURPOSE ENDORSEMENT
 IL 00 23 07 02 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD
 FORM)
 IL 01 53 07 02 VERMONT CHANGES
 IL 01 70 09 07 VERMONT CHANGES - CONCEALMENT, MISREPRESENTATION OR
 FRAUD
 IL 01 83 08 08 NEW YORK CHANGES - FRAUD
 IL 02 68 01 14 NEW YORK CHANGES - CANCELLATION AND NONRENEWAL
 IL Fl 42 06 19 EXCLUSION - DESIGNATED PERSONS OR ORGANIZATIONS - NEW
 YORK
 IL Fl 53 12 22 ACTUAL CASH VALUE - NEW YORK
 IL T4 00 05 19 DESIG PERSON, ORG-NOTICE PROVIDED BY US

 POLICY HOLDER NOTICES
 PN T4 54 01 08 IMPORTANT NOTICE REGARDING INDEPENDENT AGENT AND
 BROKER COMPENSATION
 PN MP 57 04 17 IMP NOT PROT SAFEGUARDS SPRK AND REST
 PN TS 74 09 22 NOTICE NY HAZARDOUS MATERIAL REPORT
 PN U2 45 01 16 NY DISCLOSURE ADDENDUM - EBL
 PN MP 38 01 11 IMPORTANT NOTICE - JURISDICTIONAL INSPECTIONS




IL TS 01 01 01 PAGE: 3 OF 3

 Page 280 of 320
 COMMERCIAL AUTO


 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT - FLORIDA

This endorsement modifies insurance provided under the following:
 BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified
by the endorsement.
GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any
injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or
limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limited by such an endorsement. The following listing is a general
coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of
this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.
A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF
 USE - INCREASED LIMIT

B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE - TRANSPORTATION
 EXPENSES - INCREASED LIMIT

C. EMPLOYEE HIRED AUTO J. PERSONAL EFFECTS

D. EMPLOYEES AS INSURED K. AIRBAGS

E. SUPPLEMENTARY PAYMENTS - INCREASED L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
 LIMITS LOSS

F. HIRED AUTO - LIMITED WORLDWIDE M. BLANKET WAIVER OF SUBROGATION
 COVERAGE - INDEMNITY BASIS

G. WAIVER OF DEDUCTIBLE - GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS

PROVISIONS
A. BROAD FORM NAMED INSURED This includes any person or organization who you
 are required under a written contract or
 The following is added to Paragraph A.1., Who Is agreement between you and that person or
 An Insured, of SECTION II - LIABILITY organization, that is signed by you before the
 COVERAGE: "bodily injury" or "property damage" occurs and
 Any organization you newly acquire or form that is in effect during the policy period, to name
 during the policy period over which you maintain as an additional insured for Liability Coverage,
 50% or more ownership interest and that is not but only for damages to which this insurance
 applies and only to the extent of that person's or
 separately insured for Business Auto Coverage.
 organization's liability for the conduct of another
 Coverage under this provision is afforded only
 "insured".
 until the 180th day after you acquire or form the
 organization or the end of the policy period, C. EMPLOYEE HIRED AUTO
 whichever is earlier. 1. The following is added to Paragraph A.1.,
B. BLANKET ADDITIONAL INSURED Who Is An Insured, of SECTION II -
 LIABILITY COVERAGE:
 The following is added to Paragraph c. in A.1.,
 An "employee" of yours is an "insured" while
 Who Is An Insured, of SECTION II - LIABILITY
 operating an "auto" hired or rented under a
 COVERAGE:
 contract or agreement in that "employee's"



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 Includes copyrighted material of Insurance Services Office, Inc. with its permission


 Page 281 of 320
 COMMERCIAL AUTO


 name, with your permission, while performing United States of America applies to and
 duties related to the conduct of your prohibits the transaction of business with or
 business. within such country or jurisdiction, for Liability
 Coverage for any covered "auto" that you
 2.The following replaces Paragraph b. in B.5.,
 lease, hire, rent or borrow without a driver for
 Other Insurance, of SECTION IV
 a period of 30 days or less and that is not an
 -
 BUSINESS AUTO CONDITIONS:
 "auto" you lease, hire, rent or borrow from
 b. For Hired Auto Physical Damage any of your "employees", partners (if you are
 Coverage, the following are deemed to be a partnership), members (if you are a limited
 covered "autos" you own: liability company) or members of their
 (1) Any covered "auto" you lease, hire, households.
 rent or borrow; and (a) With respect to any claim made or "suit"
 (2) Any covered "auto" hired or rented by brought outside the United States of
 your "employee" under a contract in America, the territories and possessions
 that individual "employee's" name, of the United States of America, Puerto
 with your permission, while Rico and Canada:
 performing duties related to the
 conduct of your business. (i) You must arrange to defend the
 "insured" against, and investigate or
 However, any "auto" that is leased, hired,
 settle any such claim or "suit" and
 rented or borrowed with a driver is not a
 keep us advised of all proceedings
 covered "auto".
 and actions.
 D. EMPLOYEES AS INSURED
 (ii) Neither you nor any other involved
 The following is added to Paragraph A.1., Who Is
 "insured" will make any settlement
 An Insured, of SECTION II - LIABILITY
 without our consent.
 COVERAGE:
 Any "employee" of yours is an "insured" while (iii) We may; at our discretion, participate
 using a covered "auto" you don't own, hire or in defending the "insured" against, or
 borrow in your business or your personal affairs. in the settlement of, any claim or
 "suit".
 E. SUPPLEMENTARY PAYMENTS - INCREASED
 LIMITS (iv) We will reimburse the "insured" for
 1. The following replaces Paragraph A.2.a.(2), sums that the "insured" legally must
(0= of SECTION II - LIABILITY COVERAGE: pay as damages because of "bodily
 injury" or "property damage" to which
 (2) Up to $3,000 for cost of bail bonds
 this insurance applies, that the
 (including bonds for related traffic law
 violations) required because of an "insured" pays with our consent, but
 "accident" we cover. We do not have to only up to the limit described in
 furnish these bonds. Paragraph C., Limit Of Insurance, of
 SECTION II - LIABILITY
 2. The following replaces Paragraph A.2.a.(4), COVERAGE;
 of SECTION II - LIABILITY COVERAGE:
 (v) We will reimburse the "insured" for the
0= (4) All reasonable expenses incurred by the reasonable expenses incurred with
 "insured" at our request, including actual our consent for your investigation of
 loss of earnings up to $500 a day such claims and your defense of the
 because of time off from work. "insured" against any such "suit", but
 F. HIRED AUTO - LIMITED WORLDWIDE only up to and included within the
 COVERAGE - INDEMNITY BASIS limit described in Paragraph C., Limit
 The following replaces Subparagraph (5) in Of Insurance, of SECTION II -
 Paragraph B.7., Policy Period, Coverage LIABILITY COVERAGE, and not in
 Territory, of SECTION IV - BUSINESS AUTO addition to such limit. Our duty to
 CONDITIONS: make such payments ends when we
 have used up the applicable limit of
 (5) Anywhere in the world, except any country or insurance in payments for damages,
 jurisdiction while any trade sanction, settlements or defense expenses.
 embargo, or similar regulation imposed by the

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002416
 Page 282 of 320
 COMMERCIAL AUTO


 (b) This insurance is excess over any valid We will pay up to $50 per day to a maximum of
 and collectible other insurance available $1,500 for temporary transportation expense
 to the "insured" whether primary, excess incurred by you because of the total theft of a
 contingent or on any other basis. covered "auto" of the private passenger type.
 (c) This insurance is not a substitute for J. PERSONAL EFFECTS
 required or compulsory insurance in any The following is added to Paragraph A.4.,
 country outside the United States, its Coverage Extensions, of SECTION III -
 territories and possessions, Puerto Rico PHYSICAL DAMAGE COVERAGE:
 and Canada.
 Personal Effects
 You agree to maintain all required or We will pay up to $400 for "loss" to wearing
 compulsory insurance in any such apparel and other personal effects which are:
 country up to the minimum limits required
 (1) Owned by an "insured"; and
 by local law. Your failure to comply with
 compulsory insurance requirements will (2) In or on your covered "auto".
 not invalidate the coverage afforded by This coverage applies only in the event of a total
 this policy, but we will only be liable to the theft of your covered "auto".
 same extent we would have been liable
 No deductibles apply to this Personal Effects
 had you complied with the compulsory
 coverage.
 insurance requirements.
 K. AIRBAGS
 (d) It is understood that we are not an
 admitted or authorized insurer outside the The following is added to Paragraph B.3.,
 United States of America, its territories Exclusions, of SECTION III - PHYSICAL
 and possessions, Puerto Rico and DAMAGE COVERAGE:
 Canada. We assume no responsibility for Exclusion 3.a. does not apply to "loss" to one or
 the furnishing of certificates of insurance, more airbags in a covered "auto" you own that
 or for compliance in any way with the inflate due to a cause other than a cause of "loss"
 laws of other countries relating to set forth in Paragraphs A.1.b. and A.1.c., but
 insurance. only:
 a. If that "auto" is a covered "auto" for
G. WAIVER OF DEDUCTIBLE - GLASS Comprehensive Coverage under this policy;
 The following is added to Paragraph D., b. The airbags are not covered under any
 Deductible, of SECTION III - PHYSICAL warranty; and
 DAMAGE COVERAGE:
 c. The airbags were not intentionally inflated.
 No deductible applies under Specified Causes of
 We will pay up to a maximum of $1,000 for any
 Loss or Comprehensive coverage for "loss" to
 one "loss".
 glass used in the windshield.
 L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF LOSS
 USE - INCREASED LIMIT
 The following is added to Paragraph A.2.a., of
 The following replaces the last sentence of SECTION IV - BUSINESS AUTO CONDITIONS:
 Paragraph A.4.b., Loss Of Use Expenses, of
 SECTION III  - PHYSICAL DAMAGE Your duty to give us or our authorized
 COVERAGE: representative prompt notice of the "accident" or
 "loss" applies only when the "accident" or "loss" is
 However, the most we will pay for any expenses known to:
 for loss of use is $65 per day, to a maximum of
 $750 for any one "accident". (a) You (if you are an individual);
I. PHYSICAL DAMAGE - TRANSPORTATION (b) A partner (if you are a partnership);
 EXPENSES - INCREASED LIMIT (c) A member (if you are a limited liability
 The following replaces the first sentence in company);
 Paragraph A.4.a., Transportation Expenses, of (d) An executive officer, director or insurance
 SECTION III  - PHYSICAL DAMAGE manager (if you are a corporation or other
 COVERAGE: organization); or


CA F2 19 08 17 @ 2016 The Travelers Indemnity C ompany. All rights reserved. Page 3 of 4
 Includes copyrighted material of Insurance Services Office, Inc. with its permission


 Page 283 of 320
 COMMERCIAL AUTO


 (e) Any "employee" authorized by you to give such contract. The waiver applies only to the
 notice of the "accident" or "loss". person or organization designated in such
 M. BLANKET WAIVER OF SUBROGATION contract.
 The following replaces Paragraph A.5., Transfer N. UNINTENTIONAL ERRORS OR OMISSIONS
 Of Rights Of Recovery Against Others To Us, of The following is added to Paragraph B.2.,
 SECTION IV - BUSINESS AUTO CONDITIONS: Concealment, Misrepresentation, Or Fraud, of
 5. Transfer Of Rights Of Recovery Against SECTION IV - BUSINESS AUTO CONDITIONS:
 Others To Us The unintentional omission of, or unintentional
 We waive any right of recovery we may have error in, any information given by you shall not
 against any person or organization to the prejudice your rights under this insurance.
 extent required of you by a written contract However this provision does not affect our right to
 signed and executed prior to any "accident" collect additional premium or exercise our right of
 or "loss", provided that the "accident" or "loss" cancellation or non-renewal.
 arises out of operations contemplated by




0=



CC-




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 Includes copyrighted material of Insurance Services Office, Inc. with its permission

002417
 Page 284 of 320
 COMMERCIAL AUTO


 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

 BLANKET ADDITIONAL INSURED - PRIMARY AND
 NON-CONTRIBUTORY WITH OTHER INSURANCE
 This endorsement modifies insurance provided under the following:
 BUSINESS AUTO COVERAGE FORM

 PROVISIONS 2. The following is added to Paragraph B.S., Other
 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV - BUSINESS AUTO
 Is An Insured, of SECTION II - LIABILITY CONDITIONS:
 COVERAGE: Regardless of the provisions of paragraph a. and
 This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this
 are required under a written contract or insurance is primary to and non-contributory with
 agreement between you and that person or applicable other insurance under which an
 organization, that is signed by you before the additional insured person or organization is the
 "bodily injury" or "property damage" occurs and first named insured when the written contract or
 that is in effect during the policy period, to name agreement between you and that person or
 as an additional insured for Liability Coverage, organization, that is signed by you before the
 but only for damages to which this insurance "bodily injury" or "property damage" occurs and
 applies and only to the extent of that person's or that is in effect during the policy period, requires
 organization's liability for the conduct of another this insurance to be primary and non-contributory.
 "insured".




0~

0~

0~




0~




0~

0~




 CA T4 74 08 17 @ 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1
 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

002418
 Page 285 of 320
POLICY NUMBER: BA7R75786A ISSUE DATE: 04-17-24


 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

 NOTICE OF CANCELLATION OR NONRENEWAL
 PROVIDED BY US
This endorsement modifies insurance provided under the following:
 ALL COVERAGE PARTS INCLUDED IN THIS POLICY

 SCHEDULE
CANCELLATION: Number of Days Notice: 3o

WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: 1


PROVISIONS B. If we do not renew this policy for any legally
A. If we cancel this policy for any legally permitted permitted reason other than nonpayment of
 reason other than nonpayment of premium, and a premium, and a number of days is shown for
 number of days is shown for Cancellation in the When We Do Not Renew (Nonrenewal) in the
 Schedule above, we will mail notice of Schedule above, we will mail notice of
 cancellation at least the number of days shown nonrenewal at least the number of days shown
 for Cancellation in such Schedule before the for When We Do Not Renew (Nonrenewal) in
 effective date of cancellation. such Schedule before the effective date of
 nonrenewal.




IL T3 20 OS 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1

 Page 286 of 320
 POLICY NUMBER: CUP8P561803
 EFFECTIVE DATE: 05/01/2025
 ISSUE DATE: 03/02/2023


 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS

 THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS
 BY LINE OF BUSINESS


 IL TS 01 01 01 FORMS ENDORSEMENTS AND SCHEDULE NUMBERS

 UMBRELLA / EXCESS
 EU 00 02 09 20 POLICY DECLARATIONS EXCESS FOLLOW-FORM AND UMBRELLA
 LIABILITY INSURANCE POLICY
 EU 00 03 08 18 SCHEDULE OF UNDERLYING INSURANCE
 EU 00 01 07 16 EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE
 EU 00 05 07 16 SCHEDULE OF NAMED INSUREDS
 EU 00 59 10 22 NEW YORK CHANGES
 EU 02 34 07 16 AMENDMENT OF COVERAGE - DEFINITIONS
 EU 01 44 07 16 COVERAGE FOR FINANCIAL INTEREST IN FOREIGN INSURED
 ORGANIZATIONS
 EU 03 15 08 18 AMENDMENT OF UNDERLYING INSURANCE DEFINITION
 EU 00 07 07 16 CAP LOSSES - CERT ACTS TERRORSM AND EXCL
 EU 01 30 08 18 ARCHITECT, ENGINEER OR SURVEYOR PROFESSIONAL SERVICES
 EXCLUSION - COVERAGE B
 EU 01 48 08 18 DAMAGE TO PROPERTY EXCLUSION - COVERAGE A
 EU 02 09 08 18 NUCLEAR ENERGY LIABILITY EXCLUSION (BROAD FORM) -
 COVERAGES A AND B
 EU 02 85 07 16 UNMANNED AIRCRAFT EXCLUSION - COVERAGE B
 EU 02 90 07 16 WATERCRAFT LIABILITY EXCLUSION - COVERAGE B
 EU 03 31 08 18 DISCRIMINATION EXCLUSION - COVERAGE B
 EU 03 45 08 18 LEAD EXCLUSION - COVERAGE B - NEW YORK
 EU 04 21 09 21 INTELLECTUAL PROPERTY EXCLUSION - COVERAGE B

 INTERLINE ENDORSEMENTS
 IL T3 20 05 19 NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US
 IL T3 68 01 21 FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE
 IL Fl 42 06 19 EXCLUSION - DESIGNATED PERSONS OR ORGANIZATIONS - NEW
 YORK
 IL T4 00 05 19 DESIG PERSON, ORG-NOTICE PROVIDED BY US




IL TS 01 01 01 PAGE: 1 OF 1

 Page 287 of 320
 UMBRELLA
POLICY NUMBER: CUP8P561803 ISSUE DATE: 03/02/2023

 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

 SCHEDULE OF UNDERLYING INSURANCE
This endorsement modifies insurance provided under the following:
 EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE

Automobile Liability Limits Of Liability
Carrier: Travelers Property Casualty Co Bodily Injury And Property $1,000,000
 Damage Combined Single
of America Limit


Policy Number BA7R75786A
Policy Period
 From: 05/01/2025
 to: 05/01/2026

Employee Benefits Liability Limits Of Liability
Carrier THE TRAVELERS INDEMNITY Each Employee $2,000,000
 COMPANY OF CONNECTICUT
 Aggregate $2,000,000
Policy Number CUP8P561803
Policy Period
 From: 05/01/2025
 to: 05/01/2026


Commercial General Liability
 Limits Of Liability
Carrier THE TRAVELERS INDEMNITY
 General Aggregate $4,000,000
 COMPANY OF CONNECTICUT
 Products-Completed $4,000,000
Policy Number CUP8P561803 Operations Aggregate

Policy Period Personal and
 Advertising Injury $2,000,000
 From: 05/01/2025
 to: 05/01/2026 Each Occurrence $2,000,000




PRODUCER:ARTHUR J GALLAGHER RISK OFFICE:RETAIL A&:E 21W
EU 00 03 08 18 © 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2

 Page 288 of 320
 UMBRELLA
POLICY NUMBER: CUP8P561803 ISSUE DATE: 03/02/2023

 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

 SCHEDULE OF UNDERLYING INSURANCE
This endorsement modifies insurance provided under the following:
 EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE

Commercial General Liability Limits Of Liability
Carrier :Travelers
 TravelersProperty
 Property Casualty Co of
 Casualty Co of General Aggregate $4,000,000
America
 Products-Completed $4,000,000
Policy Number 66808P560935 Operations Aggregate

Policy Period Personal and
 Advertising Injury $2,000,000
 From: 05/01/2025
 to: 05/01/2026 Each Occurrence $2,000,000


Employ ers Liability Limits Of Liability

Carrier: THE PHOENIX INSURANCE Bodily Injury By Accident $1,000,000*
 Each Accident
COMPANY
Policy Number UB8P560763 Bodily Injury By Disease $1,000,000*
 Policy Limit
Policy Period
 From: 05/01/2025 Bodily Injury By Disease $1,000,000*
 Each Employee
 to: os/0l/2026
*UNLIMITED IN THE STATE OF NEW YORK FOR
SUBJECT EMPLOYEES

 Limits Of Liability
Carrier


Policy Number
Policy Period
 From:
 to:




PRODUCER:ARTHUR J GALLAGHER RISK OFFICE:RETAIL A&:E 21W
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 UMBRELLA


 EXCESS FOLLOW-FORM AND UMBRELLA
 LIABILITY INSURANCE

THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE.
COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING
CLAIMS-MADE UNDERLYING INSURANCE.
COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN
FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE
EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS
OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE,
PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE,
AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY.
PLEASE READ THE ENTIRE POLICY CAREFULLY.
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and
what is and is not covered.
Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any
other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer
to the company providing this insurance.
The word "insured" means any person or organization qualifying as such under SECTION II - WHO IS AN
INSURED.
Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI -
DEFINITIONS.


SECTION I - COVERAGES provisions to the contrary contained in this
 insurance.
A. COVERAGE A - EXCESS FOLLOW-FORM
 LIABILITY 3. The amount we will pay for damages is limited
 as described in SECTION Ill - LIMITS OF
 1. We will pay on behalf of the insured those INSURANCE.
 sums, in excess of the "applicable underlying
 4. For the purposes of Paragraph 1. above:
 limit", that the insured becomes legally
 obligated to pay as damages to which a. The applicable limit of insurance stated
 Coverage A of this insurance applies, provided for the policies of "underlying insurance"
 that the "underlying insurance" would apply to in the Schedule Of Underlying Insurance
 such damages but for the exhaustion of its will be considered to be reduced or
 applicable limits of insurance. If a sublimit is exhausted only by the following
 specified in any "underlying insurance", payments:
 Coverage A of this insurance applies to (1) Payments of judgments or
 damages that are in excess of that sublimit only settlements for damages that are
 if such sublimit is shown for that "underlying covered by that "underlying
 insurance" in the Schedule Of Underlying insurance". However, if  such
 Insurance. "underlying insurance" has a policy
 period which differs from the policy
 2. Coverage A of this insurance is subject to the period of this Excess Follow-Form
 same terms, conditions, agreements, And Umbrella Liability Insurance, any
 exclusions and definitions as the "underlying such payments for damages that
 insurance", except with respect to any would not be covered by this Excess
 Follow-Form And Umbrella Liability


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UMBRELLA

 Insurance because of its different policy date prov1s1on, the retroactive date for
 period will not reduce or exhaust the Coverage A of this insurance is the same as
 applicable limit of insurance stated for the retroactive date of that "underlying
 such "underlying insurance"; insurance".
 (2) Payments of "medical expenses" that 8. COVERAGE 8 - UMBRELLA LIABILITY
 are covered by that "underlying
 1. We will pay on behalf of the insured those
 insurance" and are incurred for "bodily sums in excess of the "self-insured retention"
 injury" caused by an accident that takes that the insured becomes legally obligated to
 place during the policy period of this pay as damages because of "bodily injury",
 Excess Follow-Form And Umbrella "property damage", "personal injury" or
 Liability Insurance; or "advertising injury" to which Coverage 8 of
 (3) Payments of defense expenses that this insurance applies.
 are covered by that "underlying
 2. Coverage 8 of this insurance applies to
 insurance", only if such "underlying
 "bodily injury" or "property damage" only if:
 insurance" includes such payments
 within the limits of insurance. However, a. The "bodily injury" or "property damage" is
 if such "underlying insurance" has a caused by an "occurrence" that takes
 policy period which differs from the place anywhere in the world;
 policy period of this Excess Follow- b. The "bodily inju'ry" or "property damage"
 Form And Umbrella Liability Insurance, occurs during the policy period; and
 any such payments for defense c. Prior to the policy period, no insured listed
 expenses that would not be covered by under Paragraph 1. in Paragraph 8.,
 this Excess Follow-Form And Umbrella COVERAGE 8 UMBRELLA
 Liability Insurance because of its LIABILITY, of SECTION II - WHO IS AN
 different policy period will not reduce or INSURED and no "employee" authorized
 exhaust the applicable limit of by you to give or receive notice of an
 insurance stated for such "underlying "occurrence" or claim, knew that the
 insurance". "bodily injury" or "property damage" had
 If the applicable limit of insurance stated for occurred, in whole or in part. If such a
 the policies of "underlying insurance" in the listed insured or authorized "employee"
 Schedule Of Underlying Insurance is knew, prior to the policy period, that the
 actually reduced or exhausted by other "bodily injury" or "property damage"
 payments, Coverage A of this insurance is occurred, in whole or in part, then any
 not invalidated. However, in the event of a continuation, change or resumption of
 loss, we will pay only to the extent that we such "bodily injury" or "property damage"
 would have paid had such limit not been during or after the policy period will be
 actually reduced or exhausted by such deemed to have been known prior to the
 other payments. policy period.
 b. If any "underlying insurance" has a limit of 3. Coverage B of this insurance applies to
 insurance greater than the amount shown "personal injury" or "advertising injury" caused
 for that insurance in the Schedule of by an offense arising out of your business, but
 Underlying Insurance, this insurance will only if the offense was committed during the
 apply in excess of that greater amount. If policy period anywhere in the world.
 any "underlying insurance" has a limit of 4. The amount we will pay for damages is limited
 insurance, prior to any reduction or as described in SECTION Ill - LIMITS OF
 exhaustion by payment of damages, INSURANCE.
 "medical expenses" or defense expenses
 described in Paragraph a. above, that is 5. "Bodily injury" or "property damage":
 less than the amount shown for that a. Which occurs during the policy period; and
 insurance in the Schedule Of Underlying b. Which was not prior to, but was during, the
 Insurance, this insurance will apply in policy period known to have occurred by
 excess of the amount shown for such any insured listed under Paragraph 1. in
 insurance in the Schedule Of Underlying Paragraph 8., COVERAGE B
 Insurance. UMBRELLA LIABILITY of SECTION II -
 5. When the "underlying insurance" applies on a WHO IS AN INSURED, or any "employee"
 claims-made basis and includes a retroactive authorized by you to give notice of an
 "occurrence" or claim;


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 UMBRELLA

 includes  any continuation, change or Management Service Expenses Limit has
 resumption of the "bodily injury" or "property been exhausted, whichever occurs first.
 damage" after the end of the policy period. 4. The amount we will pay for "crisis
 6. "Bodily injury" or "property damage" will be management service expenses" is limited as
 deemed to have been known to have occurred described in SECTION Ill - LIMITS OF
 at the earliest time when any insured listed INSURANCE.
 under Paragraph 1. in Paragraph B., 5. A "self-insured retention" does not apply to
 COVERAGE B - UMBRELLA LIABILITY, of "crisis management service expenses".
 SECTION II - WHO IS AN INSURED or any
 "employee" authorized by you to give or receive 6. Any payment of "crisis management service
 notice of an "occurrence" or claim: expenses" that we make will not be
 determinative of our obligations under this
 a. Reports all, or any part, of the "bodily injury" insurance with respect to any claim or "suit" or
 or "property damage" to us or any other create any duty to defend or indemnify any
 insurer; insured for any claim or "suit".
 b. Receives a written or verbal demand or D. DEFENSE AND SUPPLEMENTARY PAYMENTS
 claim for damages because of the "bodily
 1. We will have the right and duty to defend the
 injury" or "property damage"; or
 insured:
 c. Becomes aware by any other means that
 a. Under Coverage A, against a "suit"
 the "bodily injury" or "property damage" has
 seeking damages to which such coverage
 occurred or has begun to occur.
 applies, if:
 7. Damages because of "bodily injury" include
 (1) The "applicable underlying limit" is the
 damages claimed by any person or
 applicable limit of insurance stated for
 organization for care, loss of services or death
 a policy of "underlying insurance" in
 resulting at any time from the "bodily injury". the Schedule Of Underlying
 8. Coverage B of this insurance does not apply to Insurance and such limit has been
 damages covered by any "underlying exhausted solely due to payments as
 insurance" or that would have been covered by permitted in Paragraphs 4.a.(1 ), (2)
 any "underlying insurance" but for the and (3) of COVERAGE A - EXCESS
 exhaustion of its applicable limit of insurance. FOLLOW-FORM LIABILITY of
C. COVERAGE C CRISIS MANAGEMENT SECTION I - COVERAGES; or
 SERVICE EXPENSES (2) The "applicable underlying limit" is the
 1. We will reimburse the insured, or pay on the applicable limit of any "other
 insured's behalf, "crisis management service insurance" and such limit has been
 expenses" to which Coverage C applies. exhausted by payments of judgments,
 settlements or medical expenses, or
 2. Coverage C of this insurance applies to "crisis related costs or expenses (if such
 management service expenses" that: costs or expenses reduce such
 a. Arise out of a "crisis management event" limits).
 that first commences during the policy For any "suit" for which we have the right
 period; and duty to defend the insured under
 b. Are incurred by the insured, after a "crisis Coverage A, defense expenses will be
 management event" first commences and within the limits of insurance of this policy
 before such event ends; and when such expenses are within the limits
 of insurance of the applicable "underlying
 c. Are submitted to us within 180 days after insurance"; or
 the "crisis management advisor" advises
 you that the "crisis management event" no b. Under Coverage B, against a "suit"
 longer exists. seeking damages to which such coverage
 applies.
 3. A "crisis management event" will be deemed to:
 2. We have no duty to defend any insured
 a. First commence at the time when any against any "suit":
 "executive officer" first becomes aware of
 an "event" or "occurrence" that leads to that a. Seeking damages to which this insurance
 "crisis management event"; and does not apply; or
 b. End when we decide that the crisis no b. If any other insurer has a duty to defend.
 longer exists or when the Crisis



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UMBRELLA

 3. When we have the duty to defend, we may, at With respect to a claim we investigate or
 our discretion, investigate and settle any claim settle, or "suit" against an insured we defend
 or "suit". In all other cases, we may, at our under COVERAGE A - EXCESS FOLLOW-
 discretion, participate in the investigation, FORM LIABILITY, these payments will not
 defense and settlement of any claim or "suit" for reduce the applicable limits of insurance, but
 damages to which this insurance may apply. If only if the applicable "underlying insurance"
 we exercise such right to participate, all provides for such payments in addition to its
 expenses we incur in doing so will not reduce limits of insurance. With respect to a claim we
 the applicable limits of insurance. investigate or settle, or "suit" against an
 4. Our duty to defend ends when we have used up insured we defend under COVERAGE B -
 the applicable limit of insurance in the payment UMBRELLA LIABILITY, these payments will
 of judgments or settlements, or defense not reduce the applicable limits of insurance.
 expenses if such expenses are within the limits SECTION II - WHO IS AN INSURED
 of insurance of this policy. A. COVERAGE A - EXCESS FOLLOW-FORM
 5. We will pay, with respect to a claim we LIABILITY
 investigate or settle, or "suit" against an insured With respect to Coverage A, the following persons
 we defend: and organizations qualify as insureds:
 a. All expenses we incur. 1. The Named Insured shown in the
 b. The cost of: Declarations; and
 (1) Bail bonds required because of 2. Any other person or organization qualifying as
 accidents or traffic law violations arising an insured in the "underlying insurance". If
 out of the use of any vehicle to which you have agreed to provide insurance for that
 this insurance applies; or person or organization in a written contract or
 (2) Appeal bonds and bonds to release agreement:
 attachments; a. The limits of insurance afforded to such
 but only for bond amounts within the person or organization will be:
 applicable limit of insurance. We do not (1) The amount by which the minimum
 have to furnish these bonds. limits of insurance you agreed to
 c. All reasonable expenses incurred by the provide such person or organization
 insured at our request to assist us in the in that written contract or agreement
 investigation or defense of such claim or exceed the total limits of insurance of
 "suit", including actual loss of earnings up all applicable "underlying insurance";
 to $1,000 a day because of time off from or
 work. (2) The limits of insurance of this policy;
 d. All court costs taxed against the insured in whichever is less; and
 the "suit". However, these payments do not
 b. Coverage under this policy does not apply
 include attorneys' fees or attorneys' to such person or organization if the
 expenses taxed against the insured.
 minimum limits of insurance you agreed
 e. Prejudgment interest awarded against the to provide such person or organization in
 insured on that part of the judgment we that written contract or agreement are
 pay. If we make an offer to pay the wholly within the total limits of insurance
 applicable limit of insurance, we will not pay of all available applicable "underlying
 any prejudgment interest based on that insurance".
 period of time after the offer.
 B. COVERAGE B - UMBRELLA LIABILITY
 f. All interest that accrues on the full amount
 With respect to Coverage B:
 of any judgment after entry of the judgment
 and before we have paid, offered to pay or 1. The Named Insured shown in the
 deposited in court the part of the judgment Declarations is an insured.
 that is within the applicable limit of 2. If you are:
 insurance. If we do not pay part of the
 judgment for any reason other than it is
 a. An individual, your spouse is also an
 more than the applicable limit of insurance, insured, but only with respect to the
 we will not pay any interest that accrues on conduct of a business of which you are
 that portion of the judgment. the sole owner.



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 UMBRELLA

 b. A partnership or joint venture, your damages because of the injury
 members, your partners and their spouses described in Paragraph (1)(a) or
 are also insureds, but only with respect to (b) above; or
 the conduct of your business. (d) Arising out of his or her providing
 c. A limited liability company, your members or failing to provide professional
 are also insureds, but only with respect to health care services.
 the conduct of your business. Your Unless you are in the business or
 managers are also insureds, but only with occupation of providing professional
 respect to their duties as your managers. health care services, Paragraphs
 (1)(a), (b), (c) and (d) above do not
 d. An organization other than a partnership,
 apply to "bodily injury" arising out of
 joint venture or limited liability company,
 providing or failing to provide first aid
 your "officers" and directors are also
 or "Good Samaritan services" by any
 insureds, but only with respect to their
 of your "employees" or "volunteer
 duties as your "officers" or directors. Your
 workers" other than an employed or
 stockholders are also insureds, but only
 volunteer doctor. Any such
 with respect to their liability as "employees" or "volunteer workers"
 stockholders. providing or failing to provide first aid
 e. A trust, your trustees are also insureds, but or "Good Samaritan services" during
 only with respect to their duties as trustees. their work hours for you will be
 deemed to be acting within the scope
 3. Each of the following is also an insured:
 of their employment by you or
 a. Your "volunteer workers" only while performing duties related to the
 performing duties related to the conduct of conduct of your business.
 your business, or your "employees", other
 (2) "Property damage" to property:
 than either your "officers" (if you are an
 organization other than a partnership, joint (a) Owned, occupied or used by; or
 venture or limited liability company) or your (b) Rented to, in the care, custody or
 managers (if you are a limited liability control of, or over which physical
 company), but only for acts within the control is being exercised for any
 scope of their employment by you or while purpose by;
 performing duties related to the conduct of you, any of your "employees" or
 your business. However, none of these "volunteer workers", any of your
 "employees" or "volunteer workers" are partners or members (if you are a
 insureds for: partnership or joint venture), or any of
 (1) "Bodily injury" or "personal injury": your members (if you are a limited
 liability company).
 (a) To you, to your partners or
 members (if you are a partnership b. Any person (other than your "employee"
 or joint venture), to your members or "volunteer worker"),  or any
 (if you are a limited liability organization, while acting as your real
 estate manager.
 company), to a co-"employee"
 while in the course of his or her c. Any person or organization having proper
 employment or performing duties temporary custody of your property if you
 related to the conduct of your die, but only:
 business, or to your other (1) With respect to liability arising out of
 "volunteer workers" while the maintenance or use of that
 performing duties related to the property; and
 conduct of your business; (2) Until your legal representative has
 (b) To the spouse, child, parent, been appointed.
 brother or sister of that co- d. Your legal representative if you die, but
 "employee" or "volunteer worker" only with respect to duties as such. That
 as a consequence of Paragraph representative will have all your rights and
 (1 )(a) above; duties under this insurance.
 (c) For which there is any obligation to 4. Any organization, other than a partnership,
 share damages with or repay joint venture or limited liability company, of
 someone else who must pay which you are the sole owner, or in which you

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UMBRELLA

 maintain an ownership interest of more than the date, if any, during the policy period, that
 50%, on the first day of the policy period is an you no longer maintain an ownership interest
 insured and will qualify as a Named Insured. No of more than 50% in such organization.
 such organization is an insured or will qualify as 3. Any organization you newly acquire or form,
 a Named Insured for "bodily injury" or "property other than a partnership, joint venture or
 damage" that occurred, or "personal injury" or limited liability company, and of which you are
 "advertising injury" caused by an offense the sole owner, or in which you maintain an
 committed after the date, if any, during the ownership interest of more than 50%, if there
 policy period, that you no longer maintain an is no other similar insurance available to that
 ownership interest of more than 50% in such organization. However:
 organization.
 a. Coverage under this provision is afforded
 5. Any organization you newly acquire or form, only until the 180th day after you acquire
 other than a partnership, joint venture or limited or form the organization or the end of the
 liability company, and of which you are the sole policy period, whichever is earlier; and
 owner, or in which you maintain an ownership
 b. Coverage for such organization does not
 interest of more than 50%, is an insured and
 apply to "crisis management service
 will qualify as a Named Insured if there is no
 expenses" arising out of a "crisis
 other similar insurance available to that
 management event" that occurred before
 organization. However:
 you acquired or formed the organization,
 a. Coverage under this provision is afforded even if an "executive officer" only first
 only until the 180th day after you acquire or becomes aware of an "event" or
 form the organization or the end of the "occurrence" that leads to such "crisis
 policy period, whichever is earlier; and management event" after the date you
 b. Coverage for such organization does not acquired or formed the organization.
 apply to: No person or organization is an insured or will
 (1) "Bodily injury" or "property damage" qualify as a Named Insured with respect to the
 that occurred; or conduct of any current or past partnership, joint
 venture or limited liability company that is not
 (2) "Personal injury" or "advertising injury" shown as a Named Insured in the Declarations.
 arising out of an offense committed;
 SECTION Ill - LIMITS OF INSURANCE
 before you acquired or formed the
 organization. A. The Limits of Insurance shown in the Declarations
 and the rules below fix the most we will pay for the
 No person or organization is an insured or will amounts described below to which this insurance
 qualify as a Named Insured with respect to the applies regardless of the number of:
 conduct of any current or past partnership, joint
 venture or limited liability company that is not shown 1. Insureds;
 as a Named Insured in the Declarations. This 2. Claims made or "suits" brought;
 paragraph does not apply to any such partnership,
 joint venture or limited liability company that 3. Number of vehicles involved;
 otherwise qualifies as an insured under Paragraph 4. Persons or organizations making claims or
 B. of SECTION II - WHO IS AN INSURED. bringing "suits"; or
C. COVERAGE C CRISIS MANAGEMENT 5. Coverages provided under this insurance.
 SERVICE EXPENSES
 As indicated in Paragraph D.1. of SECTION I -
 With respect to Coverage C, the following persons COVERAGES, for any "suit" for which we have
 and organizations are insureds and will qualify as
 the right and duty to defend the insured under
 Named Insureds:
 Coverage A, defense expenses will be within the
 1. The Named Insured shown in the Declarations. limits of insurance of this policy when such
 2. Any organization, other than a partnership, joint expenses are within the limits of insurance of the
 venture or limited liability company, of which applicable "underlying insurance".
 you are the sole owner, or in which you B. The General Aggregate Limit is the most we will
 maintain an ownership interest of more than pay for the sum of all:
 50%, on the first day of the policy period. No
 such organization is an insured or will qualify as 1. Damages; and
 a Named Insured for "crisis management 2. Defense expenses if such expenses are
 service expenses" arising out of a "crisis within the limits of insurance of this policy;
 management event" that first commences after except:

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 UMBRELLA

 1. Damages and defense expenses because of 1. Asbestos
 "bodily injury" or "property damage" included in a. Damages arising out of the actual or
 the "auto hazard"; alleged presence or actual, alleged or
 2. Damages and defense expenses because of threatened dispersal of asbestos,
 "bodily injury" or "property damage" included in asbestos fibers or products containing
 the "products-completed operations hazard"; or asbestos, provided that the damages are
 3. Damages and defense expenses for which caused or contributed to by the hazardous
 insurance is provided under any Aircraft Liability properties of asbestos.
 coverage included as "underlying insurance" to b. Damages arising out of the actual or
 which no aggregate limit applies. alleged presence or actual, alleged or
C. The Products-Completed Operations Aggregate threatened dispersal of any solid, liquid,
 Limit is the most we will pay for the sum of all: gaseous or thermal irritant  or
 1. Damages; and contaminant, including smoke, vapors,
 2. Defense expenses if such expenses are within soot, fumes, acids, alkalis, chemicals and
 the limits of insurance of this policy; waste, and that are part of any claim or
 because of "bodily injury" or "property damage" "suit" which also alleges any damages
 included in the "products-completed operations described in Paragraph a. above.
 hazard". c. Any loss, cost or expense arising out of
D. Subject to Paragraph B. or C. above, whichever any:
 applies, the Occurrence Limit is the most we will (1) Request, demand, order or statutory
 pay for the sum of all: or regulatory requirement that any
 1. Damages, and defense expenses if such insured or others test for, monitor,
 expenses are within the limits of insurance of clean up, remove, contain, treat,
 this policy, under Coverage A arising out of any detoxify or neutralize, or in any way
 one "event" to which the "underlying insurance" respond to, or assess the effects of,
 applies a limit of insurance that is separate asbestos, asbestos fibers or products
 from any aggregate limit of insurance; and containing asbestos; or
 2. Damages under Coverage B because of all (2) Claim or "suit" by or on behalf of any
 "bodily injury", "property damage", "personal governmental authority or any other
 injury" or "advertising injury" arising out of any person or organization because of
 one "occurrence". testing for, monitoring, cleaning up,
 For the purposes of determining the applicable removing, containing, treating,
 Occurrence Limit, all related acts or omissions detoxifying or neutralizing, or in any
 committed in the, providing or failing to provide first way responding to, or assessing the
 aid or "Good Samaritan services" to any one person effects of, asbestos, asbestos fibers
 will be considered one "occurrence". or products containing asbestos.
E. The Crisis Management Service Expenses Limit is 2. Employment-Related Practices
 the most we will pay for the sum of all "crisis Damages because of injury to:
 management service expenses" arising out of all
 "crisis management events". Payment of such a. A person arising out of any:
 "crisis management service expenses" is in addition (1) Refusal to employ that person;
 to, and will not reduce, any other limit of insurance (2)Termination of that person's
 of this policy. employment; or
F. The limits of insurance of this policy apply (3) Employment-related practice, policy,
 separately to each consecutive annual period and act or omission, such as coercion,
 to any remaining period of less than 12 months, demotion, evaluation, reassignment,
 starting with the beginning of the policy period discipline, failure to promote or
 shown in the Declarations. If the policy period is advance, harassment, humiliation,
 extended after issuance for an additional period of
 discrimination, libel, slander, violation
 less than 12 months, the additional period will be
 of the person's right of privacy,
 deemed part of the last preceding period for
 malicious prosecution or false arrest,
 purposes of determining the limits of insurance.
 detention or imprisonment, applied to
SECTION IV - EXCLUSIONS or directed at that person, regardless
This insurance does not apply to: of whether such practice, policy, act
 or omission occurs, is applied or is
A. With respect to Coverage A and Coverage B:



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UMBRELLA

 committed before, during or after the c. Auto no-fault or other first-party personal
 time of that person's employment; or injury protection (PIP);
 b. The spouse, child, parent, brother or sister d. Supplementary uninsured/underinsured
 of that person as a consequence of injury motorists (New York); or
 to that person as described in Paragraphs e. Medical expense benefits and income
 a.(1), (2) or (3) above.
 loss benefits (Virginia).
 This exclusion applies: 7. War
 a. Whether the insured may be liable as an Damages arising out of:
 employer or in any other capacity; and
 a. War, including undeclared or civil war; or
 b. To any obligation to share damages with or
 repay someone else who must pay b. Warlike action by a military force,
 damages because of the injury. including action in hindering or defending
 against an actual or expected attack, by
 3. ERISA, COBRA And Similar Laws any government, sovereign or other
 Any obligation of the insured under: authority using military personnel or other
 a. The Employees Retirement Income agents; or
 Security Act Of 1974 (ERISA) or any of its c. Insurrection, rebellion, revolution, usurped
 amendments; power or action taken by governmental
 b. The Consolidated Omnibus Budget authority in hindering or defending against
 Reconciliation Act of 1985 (COBRA) or any any of these.
 of its amendments; or 8. Workers Compensation And Similar Laws
 c. Any similar common or statutory law of any Any obligation of the insured under a workers
 jurisdiction. compensation, disability  benefits or
 4. Medical Expenses Or Payments unemployment compensation law or any
 similar law.
 Any obligation of the insured under any
 "medical expenses" or medical payments B. With respect to Coverage B:
 coverage. 1. Expected Or Intended Bodily Injury Or
 5. Nuclear Material Property Damage

 Damages arising out of: "Bodily injury" or "property damage" expected
 or intended from the standpoint of the insured.
 a. The actual, alleged or threatened exposure This exclusion does not apply to "bodily injury"
 of any person or property to; or or "property damage" resulting from the use of
 b. The "hazardous properties" of; reasonable force to protect persons or
 property.
 any "nuclear material".
 2. Contractual Liability
 As used in this exclusion:
 "Bodily injury", "property damage", "personal
 a. "Hazardous properties" includes
 injury" or "advertising injury" for which the
 radioactive, toxic or explosive properties;
 insured is obligated to pay damages by
 b. "Nuclear material" means "source reason of the assumption of liability in a
 material", "special nuclear material" or "by- contract or agreement. This exclusion does
 product material"; and not apply to liability for damages that the
 c. "Source material",  "special nuclear insured would have in the absence of the
 material" and "by-product material" have contract or agreement.
 the meanings given them in the Atomic 3. Liquor Liability
 Energy Act of 1954 or any of its
 "Bodily injury" or "property damage" for which
 amendments.
 any insured may be liable by reason of:
 6. Uninsured or Underinsured Motorists, No-
 a. Causing or contributing to the intoxication
 Fault And Similar Laws
 of any person, including causing or
 Any liability imposed on the insured, or the contributing to the intoxication of any
 insured's insurer, under any of the following person because alcoholic beverages were
 laws: permitted to be brought on your premises
 a. Uninsured motorists; for consumption on your premises;
 b. Underinsured motorists;

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 UMBRELLA

 b. The furnishing of alcoholic beverages to a This exclusion applies even if the claims
 person under the legal drinking age or against any insured allege negligence or other
 under the influence of alcohol; or wrongdoing in the superv1s1on, hiring,
 c. Any statute, ordinance or regulation relating employment, training or monitoring of others
 to the sale, gift, distribution or use of by that insured, if the "occurrence" which
 alcoholic beverages. caused the "bodily injury" or "property
 damage" involved the ownership,
 4. Employers Liability maintenance, use or entrustment to others of
 "Bodily injury" to: any aircraft that is owned or operated by or
 a. An "employee" of the insured arising out of rented or loaned to any insured.
 and in the course of: 7. Auto
 (1) Employment by the insured; or "Bodily injury" or "property damage" arising
 (2) Performing duties related to the out of the ownership, maintenance, use or
 conduct of the insured's business; or entrustment to others of any "auto". Use
 includes operation and "loading or unloading".
 b. The spouse, child, parent, brother or sister
 of that "employee" as a consequence of This exclusion applies even if the claims
 "bodily injury" described in Paragraph a. against any insured allege negligence or other
 above. wrongdoing in the superv1s1on, hiring,
 employment, training or monitoring of others
 This exclusion applies: by that insured, if the "occurrence" which
 a. Whether the insured may be liable as an caused the "bodily injury" or "property
 employer or in any other capacity; and damage" involved the ownership,
 b. To any obligation to share damages with or maintenance, use or entrustment to others of
 repay someone else who must pay any "auto".
 damages because of the "bodily injury". This exclusion does not apply to "bodily injury"
 5. Pollution or "property damage" caused by an
 "occurrence" that takes place outside of the
 a. "Bodily injury", "property damage", United States of America (including its
 "personal injury" or "advertising injury" territories and possessions), Puerto Rico and
 arising out of the actual, alleged or Canada.
 threatened discharge, dispersal, seepage,
 migration, release or escape of "pollutants". 8. Watercraft
 b. Any loss, cost or expense arising out of "Bodily injury" or "property damage" ans1ng
 any: out of the ownership, maintenance, use or
 entrustment to others of any watercraft owned
 (1) Request, demand, order or statutory or
 or operated by or rented or loaned to any
 regulatory requirement that any insured
 insured. Use includes operation and "loading
 or any other person or organization test
 or unloading".
 for, monitor, clean up, remove, contain,
 treat, detoxify or neutralize, or in any This exclusion applies even if the claims
 way respond to, or assess the effects against any insured allege negligence or other
 of, "pollutants"; or wrongdoing in the superv1s1on, hiring,
 (2) Claim or "suit" by or on behalf of any
 employment, training or monitoring of others
 governmental authority or any other by that insured, if the "occurrence" which
 caused the "bodily injury" or "property
 person or organization because of
 testing for, monitoring, cleaning up, damage" involved the ownership,
 removing, containing, treating, maintenance, use or entrustment to others of
 detoxifying or neutralizing, or in any any watercraft that is owned or operated by or
 way responding to, or assessing the rented or loaned to any insured.
 effects of, "pollutants". This exclusion does not apply to a watercraft:
 6. Aircraft a. While ashore on premises owned by or
 "Bodily injury" or "property damage" arising out rented to any insured; or
 of the ownership, maintenance, use or b. That is SO-feet long or less and that:
 entrustment to others of any aircraft owned or (1) You own; or
 operated by or rented or loaned to any insured.
 Use includes operation and "loading or
 unloading".

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UMBRELLA

 (2) You do not own and is not being used "your work" after it has been put to its
 to carry any person or property for a intended use.
 charge. 12. Recall Of Products, Work Or Impaired
 9. Electronic Data Property
 Damages claimed for the loss of, loss of use of, Damages claimed for any loss, cost or
 damage to, corruption of, inability to access, or expense incurred by you or others for the loss
 inability to manipulate "electronic data". of use, withdrawal, recall, inspection, repair,
 replacement, adjustment, removal or disposal
 10. Damage To Property, Products Or Work of:
 "Property damage" to: a. "Your product";
 a. Property you own, rent or occupy, including b. "Your work"; or
 any costs or expenses incurred by you, or
 any other person or organization, for repair, c. "Impaired property";
 replacement, enhancement, restoration or if such product, work or property is withdrawn
 maintenance of such property for any or recalled from the market or from use by
 reason, including prevention of injury to a any person or organization because of a
 person or damage to another's property; known or suspected defect, deficiency,
 inadequacy or dangerous condition in it.
 b. Premises you sell, give away or abandon if
 the "property damage" arises out of any 13. Violation Of Consumer Financial
 part of those premises; Protection Laws
 c. Property loaned to you; "Bodily injury", "property damage", "personal
 injury" or "advertising injury" arising out of any
 d. Personal property in the care, custody or actual or alleged violation of a "consumer
 control of the insured;
 financial protection law", or any other "bodily
 e. That particular part of real property on injury", "property damage", "personal injury" or
 which you or any contractors or "advertising injury" alleged in any claim or
 subcontractors working directly or indirectly "suit" that also alleges any such violation.
 on your behalf are performing operations if 14. Unsolicited Communication
 the "property damage" arises out of those
 operations; "Bodily injury", "property damage", "personal
 injury" or "advertising injury" arising out of any
 f. That particular part of any property that actual or alleged violation of any law that
 must be restored, repaired or replaced restricts or prohibits the sending, transmitting
 because "your work" was incorrectly or distributing of "unsolicited communication".
 performed on it;
 15. Access Or Disclosure Of Confidential Or
 g. "Your product" arising out of "your product" Personal Information
 or any part of it; or
 "Bodily injury", "property damage", "personal
 h. "Your work" arising out of "your work" or injury" or "advertising injury" arising out of any
 any part of it and included in the "products- access to or disclosure of any person's or
 completed operations hazard". organization's confidential or personal
 11. Damage To Impaired Property Or Property information.
 Not Physically Injured 16. Knowing Violation Of Rights Of Another
 "Property damage" to "impaired property", or "Personal injury" or "advertising injury" caused
 property that has not been physically injured, by or at the direction of the insured with the
 arising out of: knowledge that the act would violate the rights
 a. A defect, deficiency, inadequacy or of another and would inflict "personal injury"
 or "advertising injury".
 dangerous condition in "your product" or
 "your work"; or 17. Material Published With Knowledge Of
 Falsity
 b. A delay or failure by you, or anyone acting
 on your behalf, to fulfill the terms of a "Personal injury" or "advertising injury" arising
 contract or agreement. out of oral or written publication, including
 publication by electronic means, of material, if
 This exclusion does not apply to the loss of use
 done by or at the direction of the insured with
 of other property arising out of sudden and
 knowledge of its falsity.
 accidental physical injury to "your product" or


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 18. Material Published Or Used Prior To Policy b. Any other "personal injury" or "advertising
 Period injury" alleged in any claim or "suit" that
 a. "Personal injury" or "advertising injury" also alleges any such infringement or
 arising out of oral or written publication, violation of another's copyright, "title" or
 including publication by electronic means, "slogan" in your "advertisement".
 of material whose first publication took 24. Insureds In Media And Internet Type
 place before the beginning of the policy Business
 period; or "Personal injury" or "advertising injury" arising
 b. "Advertising injury" arising out of out of an offense committed by an insured
 infringement of copyright, "title" or "slogan" whose business is:
 in your "advertisement" whose first a. Advertising, "broadcasting" or publishing;
 infringement in your "advertisement" was
 committed before the beginning of the b. Designing or determining content of web-
 policy period. sites for others; or
 19. Criminal Acts c. An Internet search, access, content or
 service provider.
 "Personal injury" or "advertising injury" arising
 out of a criminal act committed by or at the This exclusion does not apply to Paragraphs
 direction of the insured. a.(1), (2) and (3) of the definition of "personal
 injury".
 20. Breach Of Contract
 For the purposes of this exclusion:
 "Personal injury" or "advertising injury" arising
 out of a breach of contract. a. Creating and producing correspondence
 written in the conduct of your business,
 21. Quality Or Performance Of Goods - Failure
 bulletins, financial or annual reports, or
 To Conform To Statements
 newsletters about your goods, products or
 "Advertising injury" arising out of the failure of services will not be considered the
 goods, products or services to conform with any business of publishing; and
 statement of quality or performance made in
 b. The placing of frames, borders or links, or
 your "advertisement".
 advertising, for you or others anywhere on
 22. Wrong Description Of Prices the Internet will not, by itself, be
 "Advertising injury" arising out of the wrong considered the business of advertising,
 description of the price of goods, products or "broadcasting" or publishing.
 services stated in your "advertisement". 25. Electronic Chatrooms Or Bulletin Boards
 23. Intellectual Property "Personal injury" or "advertising injury" arising
 "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board
 out of any actual or alleged infringement or the insured hosts, owns or over which the
 violation of any of the following rights or laws, or insured exercises control.
 any other "personal injury" or "advertising injury" 26. Unauthorized Use Of Another's Name Or
 alleged in any claim or "suit" that also alleges Product
 any such infringement or violation:
 "Personal injury" or "advertising injury" arising
 a. Copyright; out of the unauthorized use of another's name
 b. Patent; or product in your e-mail address, domain
 name or metatag, or any other similar tactics
 c. Trade dress;
 to mislead another's potential customers.
 d. Trade name;
 C. With respect to Coverage C:
 e. Trademark;
 Newly Acquired, Controlled Or Formed
 f. Trade secret; or Entities
 g. Other intellectual property rights or laws. "Crisis management service expenses" arising out
 This exclusion does not apply to: of a "crisis management event" that involves any
 organization you newly acquire or form and that
 a. "Advertising injury" arising out of any actual
 occurred prior to the date you acquired or formed
 or alleged infringement or violation of
 that organization, even if an "executive officer"
 another's copyright, "title" or "slogan" in
 only first becomes aware of an "event" or
 your "advertisement"; or
 "occurrence" that leads to such "crisis


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UMBRELLA

 management event" after the date you acquired or D. CHANGES
 formed such organization. This policy contains all the agreements between
SECTION V - CONDITIONS you and us concerning the insurance afforded. No
A. APPEALS change can be made in the terms of this
 insurance except with our consent. The terms of
 1. If the insured or the insured's "underlying this insurance can be amended or waived only by
 insurer" elects not to appeal a judgment which endorsement issued by us and made a part of this
 exceeds the "applicable underlying limit" or policy.
 "self-insured retention", we may do so.
 E. CURRENCY
 2. If we appeal such a judgment, we will pay all
 costs of the appeal. These payments will not Payments for damages or expenses described in
 Paragraph 5. of Paragraph D., DEFENSE AND
 reduce the applicable limits of insurance. In no
 SUPPLEMENTARY PAYMENTS, of SECTION I
 event will our liability exceed the applicable limit
 - COVERAGES will be in the currency of the
 of insurance.
 United States of America. At our sole option, we
B. BANKRUPTCY may make these payments in a different currency.
 1. Bankruptcy or insolvency of the insured or of Any necessary currency conversion for such
 the insured's estate will not relieve us of our payments will be calculated based on the rate of
 obligations under this insurance. exchange published in the Wall Street Journal
 immediately preceeding the date the payment is
 2. In the event of bankruptcy or insolvency of any processed.
 "underlying insurer", this insurance will not
 replace such bankrupt or insolvent "underlying F. DUTIES REGARDING AN EVENT,
 insurer's" policy, and this insurance will apply as OCCURRENCE, CLAIM OR SUIT
 if such "underlying insurer" had not become 1. You must see to it that we are notified as
 bankrupt or insolvent. soon as practicable of an "event" or
 "occurrence" which may result in a claim
C. CANCELLATION
 under this insurance. To the extent possible,
 1. The first Named Insured shown in the notice should include:
 Declarations may cancel this insurance by
 a. How, when and where the "event" or
 mailing or delivering to us advance written
 "occurrence" took place;
 notice of cancellation.
 b. The names and addresses of any
 2. We may cancel this insurance by mailing or
 persons or organizations sustaining injury,
 delivering to such first Named Insured written
 damage or loss, and the names and
 notice of cancellation at least: addresses of any witnesses; and
 a. 1O days before the effective date of c. The nature and location of any injury or
 cancellation if we cancel for nonpayment of damage arising out of the "event" or
 premium; or "occurrence".
 b. 60 days before the effective date of 2. If a claim is made or "suit" is brought against
 cancellation if we cancel for any other any insured which may result in a claim under
 reason. this insurance, you must see to it that we
 3. We will mail or deliver our notice to such first receive written notice of the claim or "suit" as
 Named lnsured's last mailing address known to soon as practicable.
 us. 3. With respect to Coverage A, the insured
 4. Notice of cancellation will state the effective must:
 date of cancellation. The policy period will end a. Cooperate with us in the investigation,
 on that date. settlement or defense of any claim or
 5. If this insurance is cancelled, we will send such "suit";
 first Named Insured any premium refund due. If b. Comply with the terms of the "underlying
 we cancel, the refund will be pro rata. If such insurance"; and
 first Named Insured cancels, the refund may be
 c. Pursue all rights of contribution or
 less than pro rata. The cancellation will be indemnity against any person or
 effective even if we have not made or offered a organization who may be liable to the
 refund. insured because of the injury, damage or
 6. If notice is mailed, proof of mailing will be loss for which insurance is provided under
 sufficient proof of notice.
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 UMBRELLA

 this policy or any policy of "underlying c. The nature and location of any injury or
 insurance". damage arising out of that "crisis
 4. With respect to Coverage B, the insured must: management event"; and
 a. Immediately send us copies of any d. The reason that "crisis management
 demands, notices, summonses or legal event" is likely to involve damages
 papers received in connection with the covered by this insurance in excess of the
 claim or "suit"; "applicable underlying limit" or "self-
 insured retention" and involve regional or
 b. Authorize us to obtain necessary records national media coverage.
 and other information;
 H. EXAMINATION OF YOUR BOOKS AND
 c. Cooperate with us in the investigation, RECORDS
 settlement or defense of any claim or "suit";
 and We may examine and audit your books and
 records as they relate to this insurance:
 d. Assist us, upon our request, in the
 enforcement of any right against any 1. At any time during the policy period;
 person or organization which may be liable 2. Up to three years after the end of the policy
 to the insured because of injury or damage period; and
 to which Coverage B may apply. 3. Within one year after final settlement of all
 5. No insured will, except at that insured's own claims under this insurance.
 expense, voluntarily make a payment, assume I. EXTENDED REPORTING PERIOD OPTION
 any obligation, make any admission or incur
 any expense, other than for first aid for "bodily 1. When the "underlying insurance" applies on a
 injury" covered by this insurance, without our claims-made basis, any automatic or basic
 consent. "extended reporting period" in such
 "underlying insurance" will apply to this
 6. Knowledge of an "event", "occurrence", claim or insurance.
 "suit" by your agent, servant or "employee" will
 not constitute knowledge by you, unless your 2. When the "underlying insurance" applies on a
 insurance or risk manager, or anyone working claims-made basis and you elect to purchase
 in the capacity as your insurance or risk an optional or supplemental "extended
 manager, or anyone you designate with the reporting period" in such "underlying
 responsibility of reporting an "event", insurance," that "extended reporting period"
 "occurrence", claim or "suit": will apply to this insurance only if:
 a. Has received notice of such "event", a. A written request to purchase an
 "occurrence", claim or "suit" from such Extended Reporting Period endorsement
 agent, servant or "employee"; or for this insurance is made by you and
 received by us within 90 days after the
 b. Otherwise has knowledge of such "event", end of the policy period;
 "occurrence", claim or "suit".
 b. You have paid all premiums due for this
G. DUTIES REGARDING A CRISIS MANAGEMENT policy at the time you make such request;
 EVENT c. You promptly pay the additional premium
 You must: we charge for the Extended Reporting
 Period endorsement for this insurance
 1. Notify us within 30 days of a "crisis when due. We will determine that
 management event" that may result in "crisis additional premium after we have
 management service expenses". received your request for the Extended
 2. Provide written notice of the "crisis Reporting Period endorsement for this
 management event" as soon as practicable. To insurance. That additional premium is not
 the extent possible, notice should include: subject to any limitation stated in the
 "underlying insurance" on the amount or
 a. How, when and where that "crisis percentage of additional premium that
 management event" took place; may be charged for the "extended
 b. The names and addresses of any persons reporting period" in such "underlying
 or organizations sustaining injury, damage insurance"; and
 or loss, and the named and addresses of
 any witnesses;

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UMBRELLA

 d. That Extended  Reporting Period the full policy period of this Excess Follow-
 endorsement is issued by us and made a Form And Umbrella Liability Insurance. This
 part of this policy. provision does not apply to the reduction or
 3. Any Extended Reporting Period endorsement exhaustion of the aggregate limit or limits of
 for this insurance will not reinstate or increase such "underlying insurance" solely by
 the Limits of Insurance or extend the policy payments as permitted in Paragraphs 4.a.(1),
 period. (2) and (3) of COVERAGE A - EXCESS
 FOLLOW-FORM LIABILITY of SECTION I -
 4. Except with respect to any provisions to the
 COVERAGES. As such policies expire, you
 contrary contained in Paragraphs 1., 2. or 3.
 will renew them at limits and with coverage at
 above, all provisions of any option to purchase
 least equal to the expiring limits of insurance.
 an "extended reporting period" granted to you in
 the "underlying insurance" apply to this If you fail to comply with the above
 insurance. requirements, Coverage A is not invalidated.
 However, in the event of a loss, we will pay
J. INSPECTIONS AND SURVEYS only to the extent that we would have paid had
 1. We have the right but are not obligated to: you complied with the above requirements.
 a. Make inspections and surveys at any time; 2. The first Named Insured shown in the
 b. Give you reports on the conditions we find; Declarations must give us written notice of
 and any change in the "underlying insurance" as
 respects:
 c. Recommend changes.
 a. Coverage;
 2. Any inspections, surveys, reports or
 recommendations relate only to insurability and b. Limits of insurance;
 the premiums to be charged. We do not make c. Termination of any coverage; or
 safety inspections. We do not undertake to
 perform the duty of any person or organization d. Exhaustion of aggregate limits.
 to provide for the health or safety of workers or 3. If you are unable to recover from any
 the public. We do not warrant that conditions: "underlying insurer" because you fail to
 a. Are safe or healthful; or comply with any term or condition of the
 "underlying insurance", Coverage A is not
 b. Comply with laws, regulations, codes or invalidated. However, we will pay for any loss
 standards.
 only to the extent that we would have paid had
K. LEGAL ACTION AGAINST US you complied with that term or condition in
 1. No person or organization has a right under this that "underlying insurance".
 insurance: M. OTHER INSURANCE
 a. To join us as a party or otherwise bring us This insurance is excess over any valid and
 into a "suit" asking for damages from an collectible "other insurance" whether such "other
 insured; or insurance" is stated to be primary, contributing,
 b. To sue us on this insurance unless all of its excess, contingent or otherwise. This provision
 terms have been fully complied with. does not apply to a policy bought specifically to
 2. A person or organization may sue us to recover apply as excess of this insurance.
 on an agreed settlement or on a final judgment However, if you specifically agree in a written
 against an insured. We will not be liable for contract or agreement that the insurance provided
 damages that: to any person or organization that qualifies as an
 a. Are not payable under the terms of this insured under this insurance must apply on a
 insurance; or primary basis, or a primary and non-contributory
 basis, then insurance provided under Coverage A
 b. Are in excess of the applicable limit of
 insurance. is subject to the following provisions:

 An agreed settlement means a settlement and
 release of liability signed by us, the insured and
 the claimant or the claimant's legal
 representative.
L. MAINTENANCE OF UNDERLYING INSURANCE
 1. The insurance afforded by each policy of
 "underlying insurance" will be maintained for


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 UMBRELLA

 1. This insurance will apply before any "other provide insurance in such country or
 insurance" that is available to such additional jurisdiction; or
 insured which covers that person or b. The furnishing of certificates or other
 organization as a named insured, and we will evidence of insurance in any country or
 not share with that "other insurance", provided jurisdiction in which we are not licensed to
 that the injury or damage for which coverage is provide insurance.
 sought is caused by an "event" that takes place
 Q. PROHIBITED COVERAGE - TRADE OR
 or is committed subsequent to the signing of
 ECONOMIC SANCTIONS
 that contract or agreement by you.
 We will provide coverage for any loss, or
 2. This insurance is still excess over any valid and otherwise will provide any benefit, only to the
 collectible "other insurance", whether primary, extent that providing such coverage or benefit
 excess, contingent or otherwise, which covers does not expose us or any of our affiliated or
 that person or organization as an additional parent companies to:
 insured or as any other insured that does not
 qualify as a named insured. 1. Any trade or economic sanction under any law
 or regulation of the United States of America;
N. PREMIUM or
 1. The first Named Insured shown in the 2. Any other applicable trade or economic
 Declarations is responsible for the payment of sanction, prohibition or restriction.
 all premiums and will be the payee for any
 R. REPRESENTATIONS
 return premiums.
 By accepting this insurance, you agree:
 2. If the premium is a flat charge, it is not subject
 to adjustment except as provided in Paragraph 1. The statements in the Declarations and any
 4. below. subsequent notice relating to "underlying
 insurance" are accurate and complete;
 3. If the premium is other than a flat charge, it is
 an advance premium only. The earned 2. Those statements are based upon
 premium will be computed at the end of the representations you made to us; and
 policy period, or at the end of each year of the 3. We have issued this insurance in reliance
 policy period if the policy period is two years or upon your representations.
 longer, at the rate shown in the Declarations, S. SEPARATION OF INSUREDS
 subject to the Minimum Premium.
 Except with respect to the Limits of Insurance,
 4. Additional premium may become payable when and any rights or duties specifically assigned in
 coverage is provided for additional insureds this policy to the first Named Insured shown in the
 under the provisions of SECTION II - WHO IS Declarations, this insurance applies:
 AN INSURED.
 1. As if each Named Insured were the only
0. PREMIUM AUDIT Named Insured; and
 The premium for this policy is the amount stated in 2. Separately to each insured against whom
 Item 5. of the Declarations. The premium is a flat claim is made or "suit" is brought.
 charge unless it is specified in the Declarations as T. WAIVER OR TRANSFER OF RIGHTS OF
 adjustable. RECOVERY AGAINST OTHERS TO US
P. PROHIBITED COVERAGE UNLICENSED 1. If the insured has rights to recover all or part
 INSURANCE of any payment we have made under this
 1. With respect to loss sustained by any insured in insurance, those rights are transferred to us
 a country or jurisdiction in which we are not and the insured must do nothing after loss to
 licensed to provide this insurance, this impair them. At our request, the insured will
 insurance does not apply to the extent that bring suit or transfer those rights to us and
 insuring such loss would violate the laws or help us, and with respect to Coverage A, the
 regulations of such country or jurisdiction. "underlying insurer", enforce them.
 2. We do not assume responsibility for: If the insured has agreed in a contract or
 agreement to waive that insured's right of
 a. The payment of any fine, fee, penalty or recovery against any person or organization,
 other charge that may be imposed on any we waive our right of recovery against that
 person or organization in any country or person or organization, but only for payments
 jurisdiction because we are not licensed to we make because of an "event" that takes
 place or is committed subsequent to the


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UMBRELLA

 execution of that contract or agreement by such SECTION VI - DEFINITIONS
 insured.
 A. With respect to all coverages of this insurance:
 2. Reimbursement of any amount recovered will
 1. "Applicable underlying limit" means the sum of:
 be made in the following order:
 a. The applicable limit of insurance stated
 a. First, to any person or organization
 for the policies of "underlying insurance"
 (including us or the insured) who has paid
 in the Schedule Of Underlying Insurance
 any amount in excess of the applicable limit
 of insurance; subject to the provisions in Paragraphs
 4.a.(1), (2) and (3) of COVERAGE A -
 b. Next, to us; and EXCESS FOLLOW-FORM LIABILITY of
 c. Then, to any person or organization SECTION I - COVERAGES; and
 (including the insured and with respect to b. The applicable limit of insurance of any
 Coverage A, the "underlying insurer") that "other insurance" that applies.
 is entitled to claim the remainder, if any.
 The limits of insurance in any policy of
 3. Expenses incurred in the process of recovery "underlying insurance" will apply even if:
 will be divided among all persons or
 organizations rece1v1ng amounts recovered a. The "underlying insurer" claims the
 according to the ratio of their respective insured failed to comply with any term or
 recoveries. condition of the policy; or
U. TRANSFER OF YOUR RIGHTS AND DUTIES b. The "underlying insurer" becomes
 UNDER THIS INSURANCE bankrupt or insolvent.
 1. Your rights and duties under this insurance may 2. "Auto hazard" means all "bodily injury" and
 not be transferred without our written consent "property damage" to which liability insurance
 except in the case of death of an individual afforded under an auto policy of "underlying
 Named Insured. insurance" would apply but for the exhaustion
 2. If you die, your rights and duties will be of its applicable limits of insurance.
 transferred to your legal representative but only 3. "Electronic data" means information, facts or
 while acting within the scope of duties as your programs stored as or on, created or used on,
 legal representative. Until your legal or transmitted to or from computer software
 representative is appointed, anyone having (including systems and applications software),
 proper temporary custody of your property will hard or floppy disks, CD-ROMs, tapes, drives,
 have your rights and duties but only with cells, data processing devices or any other
 respect to that property. media which are used with electronically
V. UNINTENTIONAL OMISSION OR ERROR controlled equipment.
 The unintentional omission of, or unintentional error 4. "Event" means an "occurrence", offense,
 in, any information provided by you which we relied accident, act, error, omission, wrongful act or
 upon in issuing this policy will not prejudice your loss.
 rights under this insurance. However, this provision 5. "Extended reporting period" means any period
 does not affect our right to collect additional of time, starting with the end of the policy
 premium or to exercise our rights of cancellation or period of your claims-made insurance, during
 nonrenewal in accordance with applicable which claims or "suits" may be first made,
 insurance laws or regulations. brought or reported for that insurance.
W. WHEN LOSS IS PAYABLE 6. "Medical expenses" means expenses to
 If we are liable under this insurance, we will pay for which any Medical Payments section of any
 injury, damage or loss after: policy of Commercial General Liability
 1. The insured's liability is established by: "underlying insurance" applies.
 a. A court decision; or 7. "Other insurance" means insurance, or the
 funding of losses, that is provided by, through
 b. A written agreement between the claimant, or on behalf of:
 the insured, any "underlying insurer" and
 us; and a. Another insurance company;
 2. The amount of the "applicable underlying limit" b. Us or any of our affiliated insurance
 or "self-insured retention" is paid by or on companies;
 behalf of the insured. c. Any risk retention group;

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 Page 305 of 320
 UMBRELLA

 d. Any self-insurance method or program, in Commercial General Liability
 which case the insured will be deemed to "underlying insurance" states that
 be the provider of such insurance; or products-completed operations are
 subject to the General Aggregate
 e. Any similar risk transfer or risk
 Limit.
 management method.
 9. "Suit" means a civil proceeding which alleges
 "Other insurance" does not include:
 damages. "Suit" includes:
 a. Any "underlying insurance"; or
 a. An arbitration proceeding in which
 b. Any policy of insurance specifically damages are claimed and to which the
 purchased to be excess of the limits of insured must submit or does submit with
 insurance of this policy shown in the our consent; or
 Declarations.
 b. Any other alternative dispute resolution
 8. "Products-completed operations hazard": proceeding to which the insured submits
 a. Includes all "bodily injury" and "property with our consent.
 damage" occurring away from premises
 10. "Underlying insurance":
 you own or rent and arising out of "your
 product" or "your work" except: a. Means the policy or policies of insurance
 listed in the Schedule Of Underlying
 (1) Products that are still in your physical
 Insurance.
 possession; or
 b. Includes any renewal or replacement of
 (2) Work that has not yet been completed
 or abandoned. However, "your work" such policies if such renewal or
 will be deemed completed at the replacement is during the policy period of
 earliest of the following times: this Excess Follow-Form And Umbrella
 Liability Insurance.
 (a) When all the work called for in your
 contract has been completed; c. Does not include any part of the policy
 period of any of the policies described in
 (b) When all the work to be done at the Paragraphs a. or b. above that began
 job site has been completed if your before, or that continues after, the policy
 contract calls for work at more than period of this Excess Follow-Form And
 one job site; or Umbrella Liability Insurance.
 (c) When that part of the work done at
 11. "Underlying insurer" means any insurer which
 a job site has been put to its
 provides a policy of insurance listed in the
 intended use by any person or
 Schedule Of Underlying Insurance.
 organization other than another
 contractor or subcontractor working 8. With respect to Coverage Band, to the extent that
 on the same project. the following terms are not defined in the
 Work that may need service, "underlying insurance", to Coverage A:
 maintenance, correction, repair or 1. "Advertisement" means a notice that is
 replacement, but which is otherwise broadcast or published to the general public
 complete, will be treated as completed. or specific market segments about your
 b. Does not include "bodily injury" or "property goods, products or services for the purpose of
 damage" arising out of: attracting customers or supporters. For the
 purposes of this definition:
 (1) The transportation of property, unless
 the injury or damage arises out of a a. Notices that are published include
 condition in or on a vehicle not owned material placed on the Internet or on
 or operated by you, and that condition similar electronic  means of
 was created by the "loading or communication; and
 unloading" of that vehicle by any b. Regarding web sites, only that part of a
 insured; web site that is about your goods,
 (2) The existence of tools, uninstalled products or services for the purposes of
 equipment or abandoned or unused attracting customers or supporters is
 materials; or considered an advertisement.
 (3) Products or operations for which the 2. "Advertising injury":
 classification listed in a policy of


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 Page 306 of 320
UMBRELLA

 a. Means injury, other than "personal injury", b. In, by or with any other electronic means
 caused by one or more of the following of communication, such as the Internet, if
 offenses: that material is part of:
 (1) Oral or written publication, including (1) Radio or television programming
 publication by electronic means, of being transmitted;
 material in your "advertisement" that (2) Other entertainment, educational,
 slanders or libels a person or instructional, music or news
 organization or disparages a person's programming being transmitted; or
 or organization's goods, products or
 services, provided that the claim is (3) Advertising transmitted with any such
 made or the "suit" is brought by a programming.
 person or organization that claims to 6. "Consumer financial identity information"
 have been slandered or libeled, or that means any of the following information for a
 claims to have had its goods, products person that is used or collected for the
 or services disparaged; purpose of serving as a factor in establishing
 (2) Oral or written publication, including such person's eligibility for personal credit,
 publication by electronic means, of insurance or employment or for the purpose
 material in your "advertisement" that: of conducting a business transaction:
 (a) Appropriates a person's name, a. Part or all of the account number, the
 voice, photograph or likeness; or expiration date or the balance of any
 credit, debit, bank or other financial
 (b) Unreasonably places a person in a account;
 false light; or
 b. Information bearing on a person's credit
 (3) Infringement of copyright, "title" or worthiness, credit standing or credit
 "slogan" in your "advertisement", capacity;
 provided that the claim is made or the
 "suit" is brought by a person or c. Social security number;
 organization that claims ownership of d. Driver's license number; or
 such copyright, "title" or "slogan". e. Birth date.
 b. Includes "bodily injury" caused by one or 7. "Consumer financial protection law" means:
 more of the offenses described in
 Paragraph a. above. a. The Fair Credit Reporting Act (FCRA) and
 any of its amendments, including the Fair
 3. "Auto" means: and Accurate Credit Transactions Act
 a. A land motor vehicle, trailer or semitrailer (FACTA);
 designed for travel on public roads, b. California's Song-Beverly Credit Card Act
 including any attached machinery or and any of its amendments; or
 equipment; or
 c. Any other law or regulation that restricts
 b. Any other land vehicle that is subject to a or prohibits the collection, dissemination,
 compulsory or financial responsibility law or transmission, distribution or use of
 other motor vehicle insurance law where it "consumer financial identity information".
 is licensed or principally garaged.
 8. "Employee" includes a "leased worker".
 However, "auto" does not include "mobile "Employee" does not include a "temporary
 equipment". worker".
 4. "Bodily injury" means: 9. "Good Samaritan services" means any
 a. Physical harm, including sickness or emergency medical services for which no
 disease, sustained by a person; or compensation is demanded or received.
 b. Mental anguish, injury or illness, or 10. "Impaired property" means tangible property,
 emotional distress, resulting at any time other than "your product" or "your work", that
 from such physical harm, sickness or cannot be used or is less useful because:
 disease. a. It incorporates "your product" or "your
 5. "Broadcasting" means transmitting any audio or work" that is known or thought to be
 visual material for any purpose: defective, deficient, inadequate or
 a. By radio or television; or dangerous; or


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 Page 307 of 320
 UMBRELLA

 b. You have failed to fulfill the terms of a exploration, lighting and well servicing
 contract or agreement; equipment; or
 if such property can be restored to use by the (2) Cherry pickers and similar devices
 repair, replacement, adjustment or removal of used to raise or lower workers.
 "your product" or "your work" or your fulfilling f. Vehicles not described in Paragraph a., b.,
 the terms of the contract or agreement. c. or d. above maintained primarily for
 11. "Leased worker" means a person leased to you purposes other than the transportation of
 by a labor leasing firm under an agreement persons or cargo.
 between you and the labor leasing firm, to However, self-propelled vehicles with the
 perform duties related to the conduct of your following types of permanently attached
 business. "Leased worker" does not include a equipment are not "mobile equipment" but
 "temporary worker". will be considered "autos":
 12. "Loading or unloading" means the handling of (1) Equipment designed primarily for:
 property: (a) Snow removal;
 a. After it is moved from the place where it is (b) Road maintenance, but not
 accepted for movement into or onto an construction or resurfacing; or
 aircraft, watercraft or "auto";
 (c) Street cleaning;
 b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices
 "auto"; or mounted on automobile or truck
 c. While it is being moved from an aircraft, chassis and used to raise or lower
 watercraft or "auto" to the place where it is workers; and
 finally delivered; (3) Air compressors, pumps and
 but "loading or unloading" does not include the generators, including spraying,
 movement of property by means of a welding, building cleaning, geophysical
 mechanical device, other than a hand truck, exploration, lighting and well servicing
 that is not attached to the aircraft, watercraft or equipment.
 "auto". However, "mobile equipment" does not include
 13. "Mobile equipment" means any of the following any land vehicle that is subject to a compulsory
 types of land vehicles, including any attached or financial responsibility law, or other motor
 machinery or equipment: vehicle insurance law, where it is licensed or
 principally garaged. Such land vehicles are
 a. Bulldozers, farm machinery, forklifts and considered "autos".
 other vehicles designed for use principally off
 public roads. 14. "Occurrence" means:

 b. Vehicles maintained for use solely on or next a. With respect to "bodily injury" or "property
 to premises you own or rent. damage":
 (1) An accident, including continuous or
 c. Vehicles that travel on crawler treads.
 repeated exposure to substantially the
 d. Vehicles, whether self-propelled or not, same general harmful conditions,
 maintained primarily to provide mobility to which results in "bodily injury" or
 permanently mounted: "property damage". All "bodily injury"
 (1) Power cranes, shovels, loaders, diggers or "property damage" caused by such
 or drills; or exposure to substantially the same
 general harmful conditions will be
 (2) Road construction or resurfacing deemed to be caused by one
 equipment such as graders, scrapers or "occurrence"; or
 rollers.
 (2) An act or omission committed in
 e. Vehicles not described in Paragraph a., b., providing or failing to provide first aid
 c. or d. above that are not self-propelled and or "Good Samaritan services" to a
 are maintained primarily to provide mobility person by any of your "employees" or
 to permanently attached equipment of the "volunteer workers" other than an
 following types: employed or volunteer doctor, unless
 (1) Air compressors, pumps and you are in the business or occupation
 generators, including spraying, welding, of providing professional health care
 building cleaning, geophysical services;

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 Page 308 of 320
 UMBRELLA

 b. With respect to "personal injury", an (5) Oral or written publication, including
 offense arising out of your business that publication by electronic means, of
 results in "personal injury". All "personal material that:
 injury" caused by the same or related
 (a) Appropriates a person's name,
 injurious material, act or offense will be
 deemed to be caused by one "occurrence", voice, photograph or likeness; or
 regardless of the frequency or repetition (b) Unreasonably places a person in
 thereof, the number and kind of media a false light.
 used or the number of persons or
 organizations making claims or bringing b. Includes "bodily injury" caused by one or
 "suits"; and more of the offenses described in
 Paragraph a. above.
 c. With respect to "advertising injury", an
 offense committed in the course of 17. "Pollutants" mean any solid, liquid, gaseous or
 advertising your goods, products and thermal irritant or contaminant, including
 services that results in "advertising injury". smoke, vapor, soot, fumes, acids, alkalis,
 All "advertising injury" caused by the same chemicals and waste. Waste includes
 or related injurious material, act or offense materials to be recycled, reconditioned or
 will be deemed to be caused by one reclaimed.
 "occurrence", regardless of the frequency 18. "Property damage" means:
 or repetition thereof, the number and kind
 of media used or the number of persons or a. Physical injury to tangible property,
 organizations making claims or bringing including all resulting loss of use of that
 "suits". · property. All such loss of use will be
 deemed to occur at the time of the
 15. "Officer" means a person holding any of the
 physical injury that caused it; or
 officer positions created by your charter,
 constitution, bylaws or any other similar b. Loss of use of tangible property that is not
 governing document. physically injured. All such loss of use will
 16. "Personal injury": be deemed to occur at the time of the
 "occurrence" that caused it.
 a. Means injury, other than "advertising
 injury", caused by one or more of the For the purposes of this insurance, "electronic
 following offenses: data" is not tangible property.
 (1) False arrest, detention or 19. "Self-insured retention" is the greater of:
 imprisonment;
 a. The amount shown in the Declarations
 (2) Malicious prosecution; which the insured must first pay under
 (3) The wrongful eviction from, wrongful Coverage B for damages because of all
 entry into, or invasion of the right of "bodily injury",  "property damage",
 private occupancy of a room, dwelling "personal injury" or "advertising injury"
 or premises that a person occupies, arising out of any one "occurrence"; or
 provided that the wrongful eviction, b. The applicable limit of insurance of any
 wrongful entry or invasion of the right of "other insurance" that applies,
 private occupancy is committed by or
 on behalf of the owner, landlord or 20. "Slogan":
 lessor of that room, dwelling or a. Means a phrase that others use for the
 premises; purpose of attracting attention in their
 (4) Oral or written publication, including advertising.
 publication by electronic means, of
 material that slanders or libels a person b. Does not include a phrase used as, or in,
 the name of:
 or organization or disparages a
 person's or organization's goods, (1) Any person or organization other than
 products or services, provided that the you; or
 claim is made or the "suit" is brought by
 a person or organization that claims to (2) Any business, or any of the premises,
 have been slandered or libeled, or that goods, products, services or work, of
 claims to have had its goods, products any person or organization other than
 or services disparaged; or you.


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 Page 309 of 320
 UMBRELLA

 21. "Temporary worker" means a person who is (1) Warranties or representations made
 furnished to you to substitute for a permanent at any time with respect to the fitness,
 "employee" on leave or to meet seasonal or quality, durability, performance or use
 short-term workload conditions. of "your work"; and
 22. "Title" means the name of a literary or artistic (2) The providing of or failure to provide
 work. warnings or instructions.
 23. "Unsolicited communication" means any C. With respect to Coverage C:
 communication, in any form, that the recipient 1. "Crisis management advisor" means any
 of such communication did not specifically public relations firm or crisis management
 request to receive. firm approved by us that is hired by you to
 24. "Volunteer worker" means a person who is not perform "crisis management services" in
 your "employee", and who donates his or her connection with a "crisis management event".
 work and acts at the direction of and within the 2. "Crisis management event" means an "event"
 scope of duties determined by you, and is not or "occurrence" that your "executive officer"
 paid a fee, salary or other compensation by you reasonably determines has resulted, or may
 or anyone else for their work performed by you. result, in:
 25. "Your product": a. Damages covered by this Coverage A or
 Coverage B that are in excess of the total
 a. Means:
 applicable limits of the "underlying
 (1) Any goods or products, other than real insurance" or "self-insured retention"; and
 property, manufactured, sold, handled, b. Significant adverse regional or national
 distributed or disposed of by: media coverage.
 (a) You; 3. "Crisis management service expenses"
 (b) Others trading under your name; or means amounts incurred by you, after a
 (c) A person or organization whose "crisis management event" first commences
 and before such event ends:
 business or assets you have
 acquired; and a. For the reasonable and necessary:
 (2) Containers (other than vehicles), (1) Fees and expenses of a "crisis
 materials, parts or equipment furnished management advisor" in the
 in connection with such goods or performance for you of "crisis
 management services" solely for a
 products.
 "crisis management event"; and
 b. Includes: (2) Costs for printing, advertising, mailing
 (1) Warranties or representations made at of materials or travel by your
 any time with respect to the fitness, directors, officers, employees or
 quality, durability, performance or use agents or a "crisis management
 of "your product"; and advisor" solely for  a "crisis
 management event"; and
 (2) The providing of or failure to provide
 b. For the following expenses resulting from
 warnings or instructions.
 such "crisis management event", provided
 c. Does not include vending machines or that such expenses have been approved
 other property rented to or located for the by us:
 use of others but not sold. (1) Medical expenses;
 26. "Your work": (2) Funeral expenses;
 a. Means: (3) Psychological counseling;

 (1) Work or operations performed by you (4) Travel expenses;
 or on your behalf; and (5) Temporary living expenses;

 (2) Materials, parts or equipment furnished (6) Expenses to secure the scene of a
 in connection with such work or "crisis management event"; or
 operations. (7) Any other expenses pre-approved by
 us.
 b. Includes:


EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 21 of 22


 Page 310 of 320
UMBRELLA

 4. "Crisis management services" means those c. Chief Financial Officer;
 services performed by a "crisis management d. President;
 advisor" in advising you or minimizing potential
 harm to you from a "crisis management event" e. General Counsel;
 by maintaining or restoring public confidence in f. General partner (if you are a
 you. partnership); or
 5. "Executive officer" means your: g. Sole proprietor (if you are a sole
 a. Chief Executive Officer; proprietorship);

 b. Chief Operating Officer; or any person acting in the same capacity as
 any individual listed above.




Page 22 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 010716



 Page 311 of 320
POLICY NUMBER: CUP8P561803 ISSUE DATE: 04/17/2024


 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

 NOTICE OF CANCELLATION OR NONRENEWAL
 PROVIDED BY US
This endorsement modifies insurance provided under the following:
 ALL COVERAGE PARTS INCLUDED IN THIS POLICY

 SCHEDULE
CANCELLATION: Number of Days Notice: 60

WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice:


PROVISIONS B. If we do not renew this policy for any legally
A. If we cancel this policy for any legally permitted permitted reason other than nonpayment of
 reason other than nonpayment of premium, and a premium, and a number of days is shown for
 number of days is shown for Cancellation in the When We Do Not Renew (Nonrenewal) in the
 Schedule above, we will mail notice of Schedule above, we will mail notice of
 cancellation at least the number of days shown nonrenewal at least the number of days shown
 for Cancellation in such Schedule before the for When We Do Not Renew (Nonrenewal) in
 effective date of cancellation. such Schedule before the effective date of
 nonrenewal.




IL T3 20 OS 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1

 Page 312 of 320
 �
 TRAVELERSJ WORKERS COMPENSATION
 AND
 ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY
 HARTFORD CT 06183
 ENDORSEMENT WC 00 03 13 (00) - 001


 POLICY NUMBER: UB8P560763


 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.

 SCHEDULE

DESIGNATED PERSON:


DESIGNATED ORGANIZATION:
 ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED
 BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS
 WAIVER.




DATE OF ISSUE: 04-17-24 ST ASSIGN: PAGE 1 OFl
 Page 313 of 320
 � WORKERS COMPENSATION
  TRAVELERSJ AND
 EMPLOYERS LIABILITY POLICY
  ONE TOWER SQUARE
  HARTFORD CT 06183 ENDORSEMENT WC 99 06 RJ (00)- 001


 POLICY NUMBER: UB8P560763



 NOTICE OF CANCELLATION
 TO DESIGNATED PERSONS OR ORGANIZATIONS

The following is added to PART SIX - CONDITIONS
Notice Of Cancellation To Designated Persons Or Organizations
If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such
cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice
to each person or organization at its listed address at least the number of days shown for that person or organiza­
tion before the cancellation is to take effect.
You are responsible for providing us with the information necessary to accurately complete the Schedule below.
If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or
address of such designated person or organization provided to us is not accurate or complete, we have no
responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation.

 SCHEDULE
 Name and Address of Designated Persons or Organizations: Number of Days Notice
ANY PERSON OR ORGANIZATION TO WHOM YOU
HAVE AGREED IN A WRITTEN CONTRACT THAT 30
NOTICE OF CANCELLATION OF THIS POLICY
WILL BE GIVEN, BUT ONLY IF:
1. YOU SEND US A WRITTEN REQUEST TO
PROVIDE SUCH NOTICE, INCLUDING THE NAME
AND ADDRESS OF SUCH PERSON OR
ORGANIZATION, AFTER THE FIRST NAMED
INSURED RECEIVES NOTICE FROM US OF THE
CANCELLATION OF THIS POLICY, AND
2. WE RECEIVED SUCH WRITTEN REQUEST AT
LEAST 14 DAYS BEFORE THE BEGINNING OF
THE APPLICABLE NUMBER OF DAYS SHOWN IN
THIS SCHEDULE.

ADDRESS:
THE ADDRESS FOR THAT PERSON OR
ORGANIZATION INCLUDED IN SUCH WRITTEN
REQUEST FROM YOU TO US.



All other terms and conditions of this policy remain unchanged.
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise
stated.
(The information below is required only when this endorsement is issued subsequent to preparation of
the policy.)
Endorsement Effective Policy No. Endorsement No.
Insured Premium$

Insurance Company Countersigned by _______________

DATE OF ISSUE: 04-17-24 ST ASSIGN: Page 1 of 1
© 2013 The Travelers Indemnity Company. All rights reserved.
 Page 314 of 320
To: Board of Finance and City Council
From: Kara Alnasrawi, Director, CEDO
 Maggie Callaghan, Housing Programs Manager
 Rebecca Reese, Homelessness and Community Health Manager

Date: June 29, 2026

Re: Authorization to Accept HUD Continuum of Care New Horizons Permanent
 Supportive Housing grant (VT0030L1T012415) Fiscal Year 2025, $849,978




REQUEST

The Community & Economic Development Office (CEDO) seeks Board of Finance and City Council
approval for the City to accept the U.S. Department of Housing and Urban Development (HUD)
Continuum of Care (CoC) New Horizons Permanent Supportive Housing grant (VT0030L1T012415) for
fiscal year 2025, in the amount of $849,978.

The grant supports the New Horizons Permanent Supportive Housing program, which provides long-
term tenant-based rental assistance and supportive services for up to 41 individuals.

Background

The Continuum of Care (CoC) refers to both a regional coalition and a coordinated system of programs
and funding designed to meet the needs of individuals and families experiencing homelessness. Locally,
the Chittenden County Homeless Alliance (CCHA) serves as the Continuum of Care coalition, bringing
together service providers, community organizations, and government partners with the shared goal of
making homelessness rare, brief, and non-recurring.

The City of Burlington assumed administration of the New Horizons Permanent Supportive Housing
(PSH) grant in 2021 and has operated the program in partnership with Burlington Housing Authority,
Community Health Centers of Burlington's Safe Harbor program, and Pathways Vermont. Through these
partnerships, the grant provides rental assistance and supportive services for individuals experiencing
chronic homelessness and living with disabling conditions. PSH combines stable housing with case
management and supportive services designed to help participants maintain housing, build independent
living skills, and connect with community-based health care, treatment, and employment resources.




 Page 315 of 320
As federal requirements and guidance related to Continuum of Care funding have evolved, CCHA
partners have evaluated the long-term administration of CoC-funded programs to ensure continued
eligibility and reduce risk to critical housing resources. Similar to the January 2026 transition of the CoC
Collaborative Applicant role from the City of Burlington to United Way of Northwest Vermont, the
community has identified Vermont State Housing Authority (VSHA) as the preferred long-term
administrator of the New Horizons PSH grant. VSHA currently administers permanent supportive
housing grants for Vermont's Balance of State Continuum of Care and has the experience and capacity
to provide long-term stewardship of these federal resources.

Due to HUD's grant renewal process and timelines, the FY2025 New Horizons grant must first be
renewed and accepted by the City of Burlington before a transfer can occur so there is no gap in access
to the PSH funding. The CCHA approved the transition of grant administration to VSHA on June 18,
2026, and the City, CCHA, VSHA, and HUD will work through HUD's grant transfer process over the
coming months. During this period, the City will continue administering the grant to ensure there is no
interruption in housing assistance or supportive services for participating households.

Approval of this grant acceptance will preserve critical federal funding for permanent supportive
housing in Chittenden County while allowing the community to complete the planned transition of grant
administration to VSHA without disruption to participants or services.

Grant Details & Implementation

The City of Burlington will serve as the grant recipient for the FY2025 New Horizons Permanent
Supportive Housing grant and will continue administering the program while working with HUD and
VSHA to complete the planned transfer of grant administration. Throughout this transition, the City will
provide administrative support, historical program knowledge, and technical assistance to help ensure a
seamless handoff and uninterrupted services for program participants. Once the transfer is complete,
VSHA will assume all responsibilities for the FY2025 grant and beyond.

This approach preserves critical federal funding for the community and ensures there is no gap in
housing assistance or supportive services that could place residents' housing stability at risk.

The total grant amount is $849,978, with a period of performance from September 1, 2026, through
August 31, 2027. No General Fund dollars are required.

ATTACHMENTS:

 A. HUD Continuum of Care New Horizons Permanent Supportive Housing grant award letter for
 Grant Number VT0030L1T012415, Fiscal Year 2025




 Page 316 of 320
MOTIONS:

The Community and Economic Development Office team respectfully requests:

Board of Finance:

 To approve, authorize, and recommend to the City Council that the Council approve and
 authorize the Director of CEDO to enter into the U.S. Department of Housing and Urban
 Development (HUD) Continuum of Care (CoC) New Horizons Permanent Supportive Housing
 grant agreement (VT0030L1T012415) for Fiscal Year 2025, for grant dispersal in the amount of
 $849,978.

City Council:

 To approve and authorize the Director of CEDO to take all steps as necessary to enter into the
 U.S. Department of Housing and Urban Development (HUD) Continuum of Care (CoC) New
 Horizons Permanent Supportive Housing grant (VT0030L1T012415) Fiscal Year 2025, in the
 amount of $849,978.




 Page 317 of 320
 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
 WASHINGTON, DC 20410-7000


ASSISTANT SECRETARY FOR
COMMUNITY PLANNING AND DEVELOPMENT


 May 28, 2026

Ms. Kara Alnasrawi
Director
City of Burlington
149 Church Street
Room 32
Burlington, VT 05401

Dear Ms. Alnasrawi:

 Congratulations! I am pleased to inform you that your U.S. Department of Housing and
Urban Development (HUD) Continuum of Care (CoC), Youth Homelessness Demonstration
Program (YHDP) Renewal, or Special NOFO project has been renewed for Fiscal Year (FY) 2025
for a total of $849,978.

 Reducing homelessness and optimizing self-sufficiency are important parts of HUD's
mission. CoCs around the country will continue to improve the lives of homeless people through
their local planning efforts and through the direct provision of housing and service programs.
Projects like yours continue to demonstrate their value by improving accountability and
performance every year.

 The enclosure provides details about your organization's award(s) including: the name(s) of
the individual project(s); the project number(s); and the specific amount(s) of the obligation(s) for
each project. The Department’s field office staff will notify you when they are available to process
grant agreements; once all conditions are satisfied and the grant agreement is executed, your
organization can expend the funds.

 HUD commends your organization's work and encourages it to continue to strive for
excellence in serving homeless individuals and families.



 Sincerely,




 Ronald J. Kurtz
 Assistant Secretary
 Office of Community Planning and Development




 Page 318 of 320
 Enclosure

VT0030L1T012516
New Horizons Renewal VT0030 FY24
$ 792,188

VT0122L1T012500
VT-501 CoC Planning Application FY 2024
$ 57,790


 Total Amount: $849,978




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

 Kara Alnasrawi, Maggie Callaghan,
 Department: CEDO Submitter: Rebecca Reese,
 Authorization to Accept HUD Continuum of Care New Horizons
 Permanent Supportive Housing grant (VT0030L1T012415) Fiscal Year
 Title/Subject: 2025, $849,978

 Approval Requested: Meeting Date:
 ☐ Board of Finance Click or tap to enter a date.
 ☐ City Council Click or tap to enter a date.
 ☒ Both BOF and Council 6/29/2026

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


 Signoff Needed Received? Approval Date Note
 Department Head Yes 6/23/2026 Kara Alnasrawi

 Mayor’s Office Yes 6/23/2026 Lisa Gerlach
 Board/Commission Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.
 City Attorney’s Office for memo and Yes 6/23/2026 Emmett Wood
 contracts or legal documents
 City Attorney’s Office for memo and Yes 6/23/2026 Emmett Wood
 motion(s) or resolution(s)
 CAO for budget, financing, and memo Yes 6/23/2026 Katherine Schad
 Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text.
 or policy item. enter a date.
 CIO, if IT-related Choose an Click or tap to Click or tap here to enter text.
 item. enter a date.




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