Board of Finance

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. Page 14 of 320 Page 15 of 320 Page 16 of 320 Page 17 of 320 Page 18 of 320 Page 19 of 320 Page 20 of 320 Page 21 of 320 Page 22 of 320 Page 23 of 320 Page 24 of 320 Page 25 of 320 Page 26 of 320 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 Page 28 of 320  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 Page 30 of 320  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 Page 31 of 320  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) Page 32 of 320  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 Page 33 of 320  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 Page 34 of 320  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 Page 35 of 320  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 Page 36 of 320  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. Page 37 of 320  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; Page 38 of 320  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 Page 39 of 320  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 Page 40 of 320  MOA for Ratification, May, 2026 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 Page 41 of 320  MOA for Ratification, May, 2026 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 Page 42 of 320  MOA for Ratification, May, 2026 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 Page 43 of 320  MOA for Ratification, May, 2026 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 Page 44 of 320  MOA for Ratification, May, 2026 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. Page 45 of 320  MOA for Ratification, May, 2026 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 Page 46 of 320  MOA for Ratification, May, 2026 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 Page 47 of 320  MOA for Ratification, May, 2026 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 Page 48 of 320  MOA for Ratification, May, 2026 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, Page 49 of 320  MOA for Ratification, May, 2026 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 Page 50 of 320  MOA for Ratification, May, 2026 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 Page 51 of 320  MOA for Ratification, May, 2026 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 Page 52 of 320  MOA for Ratification, May, 2026 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 Page 53 of 320  MOA for Ratification, May, 2026 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. Page 54 of 320  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 Page 55 of 320  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. Page 57 of 320  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 Page 58 of 320  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” Page 59 of 320  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) ### ### ### ### ### ### ### ## ## ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ### ## ### ### ### ### #### ### ### ### ### 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 Page 100 of 320 Page 101 of 320 Page 102 of 320 Page 103 of 320 Page 104 of 320 Page 105 of 320 Page 106 of 320 Page 107 of 320 Page 108 of 320 Page 109 of 320 Page 110 of 320 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 Page 116 of 320 Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D Page 117 of 320 Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D Page 118 of 320 Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D Page 119 of 320 Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D Page 120 of 320 Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D Page 121 of 320 Docusign Envelope ID: BA7603F2-ABC2-4AD7-9FB9-CA86838C6D1D Page 122 of 320 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. Page 148 of 320  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 Page 149 of 320  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: Page 150 of 320  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. Page 151 of 320 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 Page 152 of 320  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 Page 153 of 320  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 Page 154 of 320  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, Page 155 of 320  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 Page 156 of 320  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 Page 157 of 320  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. Page 158 of 320 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 Page 159 of 320  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. Page 160 of 320 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 Page 176 of 320  “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 Page 177 of 320  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 Page 179 of 320 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. 7 10711127_5:12576-00052 Page 181 of 320  (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 8 10711127_5:12576-00052 Page 182 of 320 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. 9 10711127_5:12576-00052 Page 183 of 320  (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. 10 10711127_5:12576-00052 Page 184 of 320  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 11 10711127_5:12576-00052 Page 185 of 320 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. 12 10711127_5:12576-00052 Page 186 of 320  (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 13 10711127_5:12576-00052 Page 187 of 320  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: 14 10711127_5:12576-00052 Page 188 of 320  [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. 15 10711127_5:12576-00052 Page 189 of 320 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: 16 10711127_5:12576-00052 Page 190 of 320  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 17 10711127_5:12576-00052 Page 191 of 320 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] 18 10711127_5:12576-00052 Page 192 of 320  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 19 10711127_5:12576-00052 Page 193 of 320 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: 20 10711127_5:12576-00052 Page 194 of 320  EXHIBIT A CITY OF BURLINGTON SITE DESCRIPTION 10711127_5:12576-00052 Page 195 of 320  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. 22 10711127_5:12576-00052 Page 196 of 320  EXHIBIT C CITY OF BURLINGTON SCHEDULE OF BASE RENTAL PAYMENTS 23 10711127_5:12576-00052 Page 197 of 320  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 1 10708069_2:12576-00052 Page 198 of 320  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 2 10708069_2:12576-00052 Page 199 of 320 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. 3 10708069_2:12576-00052 Page 200 of 320  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] 4 10708069_2:12576-00052 Page 201 of 320  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 5 10708069_2:12576-00052 Page 202 of 320 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: 6 10708069_2:12576-00052 Page 203 of 320  EXHIBIT A Site Description 7 10708069_2:12576-00052 Page 204 of 320  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 Page 206 of 320  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 2 Page 207 of 320  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 Page 208 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. Consultant Passero Associates By: _____________________________ Date: ____________________________ City of Burlington Patrick Leahy Burlington International Airport By: _____________________________ Nic Longo Director of Aviation Date: ___________________ 4 Page 209 of 320  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 Page 211 of 320 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. A-2 Page 212 of 320  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) A-3 Page 213 of 320 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) A-4 Page 214 of 320 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) A-5 Page 215 of 320 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 A-6 Page 216 of 320 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 A-7 Page 217 of 320 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. A-8 Page 218 of 320 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 A-9 Page 219 of 320  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 B-1 Page 220 of 320 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 B-2 Page 221 of 320  Attachment B: BTV Letter Response to Request for Proposals Page 222 of 320 Page 223 of 320 Page 224 of 320 Page 225 of 320 Page 226 of 320 Page 227 of 320 Page 228 of 320 Page 229 of 320 Page 230 of 320 Page 231 of 320 Page 232 of 320 Page 233 of 320 Page 234 of 320 Page 235 of 320 Page 236 of 320 Page 237 of 320 Page 238 of 320  Attachment C: Burlington Standard Contract Conditions For Consultants Page 239 of 320  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. Page 1 of 13 Page 240 of 320  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 Page 2 of 13 Page 241 of 320  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 Page 3 of 13 Page 242 of 320  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 Page 4 of 13 Page 243 of 320  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. Page 5 of 13 Page 244 of 320 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. Page 6 of 13 Page 245 of 320  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. Page 7 of 13 Page 246 of 320 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 Page 8 of 13 Page 247 of 320  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 Page 9 of 13 Page 248 of 320  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. Page 10 of 13 Page 249 of 320  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 Page 11 of 13 Page 250 of 320  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 Page 12 of 13 Page 251 of 320  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. Page 13 of 13 Page 252 of 320  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. CG D3 81 09 15 ú 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Page 266 of 320 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. Page 2 of 2 ú 2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Page 267 of 320  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 CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 268 of 320 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. Page 2 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 269 of 320  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 CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 270 of 320 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 Page 4 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 271 of 320  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. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 272 of 320 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. Page 6 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 273 of 320  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 Page 274 of 320  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; CG D4 69 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 275 of 320 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 Page 2 of 3 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 69 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 276 of 320  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" CA F2 19 08 17 @ 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 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 Page 2 of 4 @ 2016 The Travelers Indemnity Company. All rights reserved. CA F2 19 08 17 Includes copyrighted material of Insurance Services Office, Inc. with its permission 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- Page 4 of 4 @ 2016 The Travelers Indemnity Company. All rights reserved. CA F2 19 08 17 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 EU 00 03 08 18 © 2018 The Travelers Indemnity Company. All rights reserved. Page 2 of 2 Page 289 of 320  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 EU 00 01 0716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 22 Page 290 of 320 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; Page 2 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 010716 Page 291 of 320  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 EU 00 010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 3 of 22 Page 292 of 320 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. Page 4 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 010716 Page 293 of 320  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 EU 00 010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 5 of 22 Page 294 of 320 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: Page 6 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 010716 Page 295 of 320  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: EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 7 of 22 Page 296 of 320 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; Page 8 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 010716 Page 297 of 320  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". EU 00 010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 9 of 22 Page 298 of 320 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 Page 10 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 010716 Page 299 of 320  UMBRELLA 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 EU 00 010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 11 of 22 Page 300 of 320 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. Page 12 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 010716 Page 301 of 320  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; EU 00 01 0716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 13 of 22 Page 302 of 320 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 Page 14 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU00010716 Page 303 of 320  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 EU 00 01 0716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 15 of 22 Page 304 of 320 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; Page 16 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 010716 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 EU 00 01 0716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 17 of 22 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 Page 18 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 0716 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; EU 00 010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 19 of 22 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. Page 20 of 22 © 2016 The Travelers Indemnity Company, All rights reserved. EU 00 01 0716 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 Page 319 of 320  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. Page 320 of 320