City Council - Board of Finance

Board of Finance Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Join from PC, Mac, iPad, or Android: https://zoom.us/j/98835686156 Phone one-tap: +16469313860,,98835686156# US Join via audio: +1 646 931 3860 US Webinar ID: 988 3568 6156 International numbers available: https://zoom.us/u/adoXmiWKWJ **CCTV link: https://www.youtube.com/playlist?list=PLljLFn4BZd2PwCge7lNoKug676jIf_iUA ** 1. Agenda Subject 1.1. Motion to adopt agenda Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 1. Agenda Department Council and Board Type Action Procedural Recommended Action Motion to adopt agenda 2. Public Forum Subject 2.1. Verbal Comments Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Public Forum Department Council and Board Page 1 of 247  Type Procedural Action Recommended Action open Public Forum close Public Forum 3. Consent Agenda Subject 3.1. Motion to adopt the consent agenda and take the actions indicated Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Consent Agenda Department Council and Board Type Action (Consent) Procedural Recommended Action Motion to adopt the consent agenda and take the actions indicated Subject 3.2. June 2, 2025 Board of Finance Meeting Minutes - C/T Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Consent Agenda Department Clerk/Treasurer's Office Type Action (Consent) Minutes Recommended Action approve the minutes Subject 3.3. Recertification of the FY24 City of Burlington Waterfront TIF District Report to the Vermont Economic Progress Council (VEPC) - C/T Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Consent Agenda Department Clerk/Treasurer's Office Type Action (Consent) Recommended Action to accept the staff report Subject 3.4. Resolution: Approving Obtaining Standby Letter(s) Of Credit For The City's Workers' Compensation Program - C/T Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Consent Agenda Page 2 of 247  Department Clerk/Treasurer's Office Type Action (Consent) Resolution Recommended Action to approve and recommend that Council approve the attached resolution Subject 3.5. Industrial Pollution Prevention Program Project Amendment Authorization to Execute and Amended Engineering Services Agreement - DPW/Water Resources Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Consent Agenda Department Public Works Department - Water Resources Type Action (Consent) Recommended Action 1. “To approve and authorize the Director of Public Works to execute an engineering services contract amendment with Hoyle, Tanner & Associates for $27,906, subject to review and approval by the City Attorney.” 2. To approve and authorize the Chief Administrative Officer, or their designee, to effect all necessary budget amendments in substantial conformance with this request. Subject 3.6. Ledgewood Circle Street Acceptance - DPW Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Consent Agenda Department Public Works Department Type Action (Consent) Recommended Action to approve and recommend that the City Council waive the reading and approve the resolution accepting the street segment know as Ledgewood Circle, as show in Ex D, subject to review and approval by the City Attorney’s Office of any instruments required to effectuate the transactions contemplated hereby 4. Deliberative Agenda Subject 4.1. Request to execute a Non-Aeronautical Facility Lease Agreement with Beta Technologies for an industrial building located at 25 Customs Drive - Airport Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 4. Deliberative Agenda Department Airport Type Action Page 3 of 247 Recommended Action to approve and recommend that the City Council authorize the Mayor of the City of Burlington to execute the Non-aeronautical Facility lease agreement, subject to final review and approval by the City Attorney’s Office, and to take such further actions and execute such further instruments approved as to form by the City Attorney’s Office as may be necessary or convenient to effectuate the transactions contemplated hereby Subject 4.2. Re-classification of the Housing Program Specialist in CEDO - CEDO Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 4. Deliberative Agenda Department Community & Economic Development Office (CEDO) Type Action Recommended Action to approve and recommend that the City Council approve and authorize the reclassification of the Housing Programs Specialist, a regular, full-time, non-exempt, AFSCME, Grade 17 position to a regular, full-time, non-exempt, AFSCME, Grade 18 position in the Community & Economic Development Office Subject 4.3. Creation of Limited Service Interim Deputy Chief of Operations Position - Police Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 4. Deliberative Agenda Department Police Department Type Action Recommended Action to approve the creation of an Interim Deputy Chief of Operations, a Limited Service, Non-union, Full-time, Exempt position in the Police Department, with a paygrade on the PUPS scale at the Deputy Chief grade Subject 4.4. DPW - Technical Services Reorganization Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 4. Deliberative Agenda Department Public Works Department Type Action Recommended Action Board of Finance Motion: To recommend that City Council approve the: � Elimination of the vacant Senior Public Works Engineer position, a Regular, Full-time, Exempt, Non-Union, Grade 22 role in the Technical Services Division of the Department of Public Works. � Creation of a Public Works Transportation Engineer position, a Regular, Full-time, Exempt, Non-Union, Grade 21 role in the Technical Services Division of the Department of Public Works. � Retitling of the Senior Planner position and associated job description updates, a Regular, Full-time, Exempt, Non-Union, Grade 22 role, to Senior Transportation Page 4 of 247  Engineer & Planner a Regular, Full-time, Exempt, Non-Union, Grade 22 role in the Technical Services Division of the Department of Public Works. Subject 4.5. Authorization For Up to $2,192,700 Step II Loan From Vermont Clean Water State Revolving Fund And For Amended Engineering Contract With Wright Pierce For Up To $2,192,700 For Main Wastewater Plant Improvements (Stage 1) - DPW/Water Resources Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 4. Deliberative Agenda Department Public Works Department - Water Resources Type Action Resolution Recommended Action to approve and recommend that the City Council adopt the attached resolution authorizing a Step II $2,192,700 amended loan from the Vermont Clean Water State Revolving fund and a $2,192,700 amended contract with Wright-Pierce for the Stage 1 Main Wastewater Plant Improvements project as more specifically set forth in the attached resolution Subject 4.6. Authorization For Burlington Electric Department Revenue Refunding Bonds - Electric Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 4. Deliberative Agenda Department Burlington Electric Department Type Action Recommended Action The Burlington Electric Department (“BED”) respectfully requests Board and Council approval of the attached Resolution prepared by the City’s bond counsel, Paul, Frank & Collins, authorizing (1) the refunding of certain BED revenue bonds and (2) the reimbursement of up to $5 million in capital expenditures with the proceeds of the to-be issued tax-exempt Net Zero Energy & Grid Reliability revenue bonds authorized by voters in November, 2024. 5. Adjournment Subject 5.1. Motion to adjourn Meeting June 16, 2025 - Board of Finance Meeting - Monday, June 16, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 5. Adjournment Department Council and Board Type Action Procedural Recommended Action Motion to adjourn Page 5 of 247 Page 6 of 247 Page 7 of 247 Page 8 of 247 Page 9 of 247 Page 10 of 247 Page 11 of 247 Page 12 of 247 Page 13 of 247 Page 14 of 247 Page 15 of 247 City of Burlington Capital Program CT Office | DPW | BPRW | I&T| BCA | CEDO | Public Safety MEMORANDUM To: Board of Finance & City Council Fr: Ashley Parker, Capital Program Director Cc: Brian Pine, CEDO Director Kara Alnasrawi, Incoming CEDO Director Joseph Turner, City Assessor Stephen Donahue, Senior Accountant Katherine Schad, CAO Re: Recertification of the FY24 City of Burlington Waterfront TIF District Report to the Vermont Economic Progress Council (VEPC) Date: June 16, 2025 Under state law, the City is required to report annually on the status of its two Tax Increment Financing (TIF) districts. City staff have worked interdepartmentally, with VEPC and the Vermont Department of Taxes to compile these reports. We are now recertifying to the municipal legislative body (City Council) the amount by which the value within the stated fiscal year within our Waterfront tax increment financing (TIF) district has increased or decreased relative to the original taxable value (OTV) for each of the respective districts and that the information provided in the reports represent true and accurate statements. This report was originally certified before May 1, 2025; but a $90.00 manual reporting error was found in the entry of interest payments made in FY24 during the VEPC Spring Monitoring Visit on May 27, 2025. This value has been adjusted and is now correct. Having thus certified and presented this report to Burlington’s municipal legislative body as required by law, we will then execute the certification form which is included in the materials provided with the attached corrected Waterfront TIF District report for FY24. This report will next be certified and submitted by Mayor Mulvaney-Stanak to VEPC on or before June 30, 2025. Please do not hesitate to contact us with any questions or concerns. Motion: To accept the staff report. (No further action is required by the Board of Finance or City Council. State law merely requires presentation of this information to you.) Page 16 of 247  CERTIFICATION OF INCREMENT AND ANNUAL REPORT STATUTORY REQUIREMENT: (24 VSA §1895) “As of the date the district is created, the lister or assessor for the municipality shall certify the original taxable value and shall certify to the legislative body in each year thereafter during the life of the district the amount by which the total valuation as determined in accordance with 32 VSA Chapter 129 of all taxable real property located within the tax increment financing district has increased or decreased relative to the original taxable value.” RULE REQUIREMENT: (SECTION 903) “Increase/Decrease in Assessed Valuation: Each year following the year of creation, the listers or assessor shall certify to the municipal legislative body the amount by which the total assessed valuation of taxable properties within the TIF District has increased or decreased compared to the municipal and education OTV. Prior to providing the certification to the municipal legislative body, the listers or assessor shall have the calculation of the increase or decrease, including an examination of the disposition and tax status of each parcel within the District, verified by a second party. Selection of the second party is up to the municipality and may be an individual within or outside of the municipal government. However, the individual should be familiar with parcel listings and valuation, property tax status, and the concepts of OTV and District increment. A copy of the certification of the value and the increase or decrease must be included in the Annual Report required by Section 1004.2 of this Rule along with a certification that a second party reviewed the information. The Council will provide a form on which to provide this certification.” SECTION 1: Certification of Increment by Assessor or Lister and 2nd Party Reviewer Check both certification boxes and sign this form. If the boxes or signatures are not completed, this form will be considered incomplete. The second party reviewer should be familiar with parcel listings and valuation, property tax status, and the concepts of OTV and District increment. We certify that, per TIF Rule Sections 903 and 1004.2, we have examined and verified the current value, the calculation of the increase or decrease in property values, the disposition and tax status of each parcel within the District, and any other issues relevant to the parcels listed in the Certified OTV Property Report. We have certified to the municipal legislative body, at a regular or duly warned meeting that the information provided in this report represent true and accurate statements. Signature of Assessor or Lister X Name: Title Date Signature of 2nd Party Reviewer X Name: Title Date SECTION 2: Certification of Annual Report Provide the date the annual report was presented to the municipal legislative body. Check both certification boxes and sign this form. If the boxes or signatures are not completed, this form will be considered incomplete. Date report presented to the municipal legislative body: I certify that I am an official of the reporting municipality with the authority to report on this TIF District on behalf of the municipality. I certify that the annual report data entered and all documents attached in support of this annual report are true, correct and complete to the best of my knowledge. Signature of Authorizing Official* X Name: Title Date * Authorizing Official is the Chief Executive Officer of the municipality as defined by 10 VSA § 683(8) such as a Select Board or City Council Member, Town or City Manager, or Town Administrator. Page 17 of 247  Tax Increment Financing District Vermont Economic Progress Council Vermont Department of Taxes VEPC Staff Contact Information: Ellie Beckett, (802) 622-4674, ellie.beckett@vermont.gov Reports are due on or before January 1, 2025 Please submit reports to accd.vepctifannualreport@vermont.gov Please submit GL23 TIF Proceeds Report with the District Annual Report I. District Information: Municipality & District Burlington: Waterfront TIF District Reporting Period: July 1, 2023 - June 30, 2024 Name of Person Completing Report Ashley Parker Grand List Year: 2023 Title Capital Programs Director Email Address aparker@burlingtonvt.gov Telephone 802-734-0292 Date Report Completed NOTE: All information reported on this form by the municipality must be for the Reporting Period and Grand List Year identified above. II. TIF District Data: Base Data (Original Taxable Value) 1996 Value 2010 Value 2 Parcels All Others Municipal $ 42,412,900 $ 122,308,400 OTV Total Acres 0.31 104.91 Homestead- Education $ 1,163,200 $ 19,636,800 OTV Total Parcels 2 111 Non Residential- Education $ 41,249,700 $ 102,490,820 Total Education $ 42,412,900 $ 122,127,620 Parcel Information (All Parcels) Current Acres 104.47 Taxable Values as of April 1 Cherry St - 2 Parcels Full District Current Parcels 109 Municipal $ 30,297,700 $ 151,646,900 Commercial 120% Surcharge $ 3,253,740 $ 12,285,500 Tax Rates Applied to the April 1 Grand List Homestead- Education $ 26,500,800 Non Residential- Education $ 30,297,700 $ 124,863,132 Municipal (General Fund) $ 0.7523 Total $ 151,363,932 Homestead $ 1.4485 Non Residential $ 1.4591 Increase (Decrease) in Taxable Values (auto- calculated) From 1996 Value From 2010 Value List Special Municipal Tax Rates Municipal $ 79,895,500 $ 29,338,500 1 Local Agreement $ 0.0005 Homestead- Education $ 18,473,600 $ 6,864,000 2 DID Tax Rate $ - Non Residential- Education $ 61,241,120 $ 22,372,312 3 $ - Total Education $ 79,714,720 $ 29,236,312 4 $ - 5 $ - TIF Increment Revenue Retained for Reporting Year* 6 $ - Municipal $ 822,314.00 7 $ - Commercial 120% Surcharge $ 92,424.00 Total Special Municipal Tax Rates $ 0.0005 DID Lump Sum $ 20,811.00 Homestead- Education $ 342,159.00 Total Municipal (General Fund) & $ 0.7528 Non Residential- Education $ 1,189,569.00 Special Rates Total Education $ 1,531,728 Total TIF Revenue $ 2,467,277 *Provide VEPC with documentation of the calculation of increment. Other TIF Fund Income Source Education Municipal Total 1 $ - $ - 2 City Place Partner Tax Replacement Payments $ 133,332 $ 133,332 3 $ - $ - 4 $ - $ - 5 $ - $ - Total: $ - $ 133,332 $ 133,332 1/7 Page 18 of 247  Board of Finance and City Council Submission Checklist Version: April 2025 Department: CT Office Submitter: Ashley Parker Title/Subject: Recertification of FY24 WTF TIF District Annual Report to VEPC Approval Requested: Meeting Date: ☐ Board of Finance Click or tap to enter a date. ☐ City Council Click or tap to enter a date. ☒ Both BOF and Council 6/16/2025 Instructions 1. This form must be completed by the person submitting the materials. 2. This form must be sent with the final submission of materials in advance of the meeting. 3. Do not indicate that a sign-off was received until it has actually been obtained. 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys. 5. Name the reviewing Attorney or HR Manager in the Note column. Signoff Needed Received? Approval Date Note Department Head Yes 6/9/2025 Katherine Schad Mayor’s Office Yes 6/10/2025 Erin Jacobsen Board/Commission N/A Click or tap to Click or tap here to enter text. enter a date. City Attorney’s Office for memo and Yes 6/6/2025 Erik Ramakrishnan contracts or legal documents City Attorney’s Office for memo and N/A Click or tap to Click or tap here to enter text. motion(s) or resolution(s) enter a date. CAO for budget, financing, and memo Yes 6/9/2025 Katherine Schad Human Resources, if personnel action N/A Click or tap to Click or tap here to enter text. or policy enter a date. CIO, if IT-related N/A Click or tap to Click or tap here to enter text. enter a date. Page 19 of 247  Resolution Relating to Resolution________ Sponsor(s): Bd. of Finance APPROVING OBTAINING STANDBY Introduced: ______________ LETTER(S) OF CREDIT FOR THE CITY’S Referred to: _____________ WORKERS’ COMPENSATION PROGRAM _______________________ Action: _________________ Date: ___________________ Signed by Mayor: _________ CITY OF BURLINGTON In the Year Two Thousand and Twenty-Five ………………………………………………………… Resolved by the City Council of the City of Burlington as follows: 1 That WHEREAS, pursuant to the Burlington City Charter, Section 48(55), the City Council has the power 2 and authority to provide for, create, establish, maintain and regulate an insurance sinking or reserve fund to be 3 used for the purpose of paying any and all compensation that may become due from the City under the 4 provisions of the laws of the State of Vermont relating to workers’ compensation; and 5 WHEREAS, the City has the authority under Vermont state law, 21 V.S.A. Section 698, to obtain 6 insurance to cover its liability under state law related to workers’ compensation; and 7 WHEREAS, the City has established a workers’ compensation program with The Travelers Indemnity 8 Company (“Travelers”) to provide workers’ compensation coverage; and 9 WHEREAS, the City is responsible to Travelers for payment of certain workers’ compensation claims; 10 WHEREAS, Travelers has required that the City post a standby letter of credit to cover some of the 11 claims and workers’ compensation payments that the City would be obligated to pay Travelers or reimburse 12 Travelers for payments made on the City’s behalf; and 13 WHEREAS, it is expected that the standby letter of credit would only be drawn in the event that the City 14 did not make the timely payment when due to Travelers; and 15 WHEREAS, the City has obtained such a standby letter of credit from KeyBank National Association 16 and wishes to have such letter of credit renewed and continued, and may seek other potential banks to provide 17 such a letter of credit on the City’s behalf; 18 NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves of the City entering 19 into one or more standby letter of credit and reimbursement agreements with KeyBank National Association, or 20 such other reputable banks or financial institutions, as may be determined by the City’s Chief Administrative 21 Officer, or renewing any current standby letter of credit and reimbursement agreement, to provide standby letters 22 of credit, to cover the City’s expected workers’ compensation liability to Travelers, as may be determined from 23 time to time, in an aggregate amount not to exceed $2,000,000, and hereby authorizes the Mayor, Chief 24 Administrative Officer, and Director of Finance, individually and collectively, to execute and deliver such letter 25 of credit and reimbursement agreements and such other documents and instruments approved as to form by the Page 20 of 247  Page 2 Resolution Relating to APPROVING OBTAINING STANDBY LETTER(S) OF CREDIT FOR THE CITY’S WORKERS’ COMPENSATION PROGRAM 26 City Attorney as may be necessary or convenient to obtain, renew or extend such standby letters of credit in 27 order to provide for the workers’ compensation insurance programs on behalf of the City. 28 29 TM/Resolutions 2025/Approving Obtaining Standby Letter(s) of Credit for the City’s Workers’ Compensation Program 30 6/12/25 2 Page 21 of 247  OFFICE OF THE CLERK/TREASURER City of Burlington ________________________________________ City Hall, Room 20, 149 Church Street, Burlington, VT 05401 Voice (802) 865-7000 Fax (802) 865-7014 TTY (802) 865-7142 To: Board of Finance City Council From: Darlene Bayko, Assistant Director of Finance Re: Renewal of Standby Letter of Credit Workers’ Compensation Date: June 16 and 23, 2025 Background: The City of Burlington obtains a Standby Letter of Credit (SLOC) annually, which is required by Travelers Insurance as part of the contract to provide the City with workers’ compensation insurance. The SLOC is a guarantee of payment issued by KeyBank National Association (KeyBank) on behalf of the City of Burlington that is used as "payment of last resort" should the City fail to fulfill a contractual commitment with Travelers to pay for workers’ compensation expenditures. The City has never had to use this but it is a requirement to have it in place. It is expected that KeyBank will renew the SLOC for the City. The City pays a $11,000 commitment fee for the Standby of Credit and this fee is paid from the Insurance fund. Board of Finance Motion: To approve and recommend that Council approve the attached resolution. City Council Motion: To waive the reading and to approve the attached resolution. Page 22 of 247  Board of Finance and City Council Submission Checklist Department: Clerk Treasurer Office Submitter: Darlene Bayko Title/Subject: Renewal of Worker’s Compensation Standby Letter of Credit Approval: Meeting Date: ☒ Board of Finance 6/16/2025 ☐ City Council Click or tap to enter a date. ☐ Concurrent Click or tap to enter a date. This form must be completed by the person submitting the materials, and sent with the final submission. Please do not indicate that a signoff was received until it has actually been obtained. Signoffs Received Date Signoff Needed Received Note Received Department Head Yes 06/05/2025 Katherine Schad Mayor’s Office informed and approved memo Yes 06/13/2025 Erin Jacobsen Board/Commission, if required N/A Click or tap Click or tap here to to enter a enter text. date. City Attorney’s Office has approved contract N/A Click or tap Click or tap here to and/or legal documents, to enter a enter text. -Identify attorney in note date. City Attorney’s Office has approved memo and Yes 05/30/20258 Erik Ramakrishnan motion(s) or resolution(s) -Identify attorney in note CAO has reviewed budget, financing, and Yes 6/5/2025 Katherine Schad memo Human Resources, if personnel action N/A Click or tap Click or tap here to -Identify HR Manager in note to enter a enter text. date. CIO, if an IT-related investment/purchase N/A Click or tap Click or tap here to to enter a enter text. date. Materials Included Included? Note Final Memo Attached? Yes Click or tap here to enter text. Contract Attached, if applicable? Choose an item. Click or tap here to enter text. Additional Materials, if necessary N/A Draft Resolution or Motion? N/A Click or tap here to enter text. If for submission to Council, are N/A sponsors identified? Page 23 of 247 MEMORANDUM TO: Board of Finance FROM: Megan Moir, DPW Division Director – Water Resources DATE: June 16, 2025 CC: Chapin Spencer, Director of Public Works RE: Industrial Pollution Prevention Program Project Amendment Authorization to Execute an Amended Engineering Services Agreement REQUEST The Department of Public Works (“DPW”) and its Water Resources Division (“WRD”) seeks authorization for a $27,906 increase to the previously amended $398,881 engineering services agreement amount with our existing IPPP consultant Hoyle Tanner & Associates, Inc. (Hoyle, Tanner), for a total contract amount of $426,787. This project is funded by a Clean Water State Revolving Fund (“CWSRF”) loan, $100,000 of loan forgiveness and a $183,188 grant from the State. This amendment is within the loan amount authorized by Council in 2022. BACKGROUND Wastewater from different users has different “strengths” depending on how much organic material goes down the drain. Businesses, such as breweries, cideries, bakeries etc. that produce or process food or beverage products will have higher strength wastewater than the typical residential or office building. Some industries also can, without proper practices, release other pollutants to the sewer system such as heavy metals, PFAS and excess total suspended solids. Excessive organic loading can itself be a pollutant and has upset the biological treatment processes at our Wastewater Treatment Plants (WWTP), preventing those systems from cleaning the wastewater as well as we are usually able to do so. Industrial pollutants such as heavy metals can either pass through the WWTP or can contaminate the bio-solids which could otherwise be beneficially re-used. It is imperative as stewards of Lake Champlain and the wastewater systems that protect that Lake that we ensure there are effective means of controlling these additional pollutants at the source rather than allowing them to go down the drain. Industrial Pollution Prevention is the most effective source control for this type of wastewater discharge. Please see the previous memo regarding this project for additional background regarding the history of this project and Burlington’s decision to establish a local industrial pollution prevention program. Work done to date Significant work has been accomplished by the Hoyle Tanner and City team since the start of the IPPP development project in 2019. There have been various pauses on the project due to COVID and staff resourcing, but work completed to date includes: Page 24 of 247  Page | 2 of 3  Data collection, processing, QA and coordination  Preparation, distribution and compilation of data from Phase 1 & 2 Industrial User Survey  Develop master list of all industrial users discharging to the City’s wastewater collection and treatment system  Categorize industrial users based on risk posed to the City’s wastewater treatment facilities  Prepare final report with Industrial Users survey results  Develop a plan for a technically based Local Limits study including associated sampling plan  Prepare Headworks Loading Analysis o Wastewater sampling program development and support o Calculate maximum allowable headworks loading (MAHL) and maximum allowable industrial loading (MAIL) o Proposed allocation strategy for industrial users  Initial Sewer Use Ordinance (SUO) coordination and draft revisions  Draft Enforcement Response Plan  Ensure Compliance – draft Significant Industrial User (SIU) permit templates, BMPs, draft compliance monitoring program  Program Organization and Funding  Prepare America Rescue Plan Act (ARPA) grant deliverables and meeting coordination Drivers necessitating amendment: As is sometimes the case with grant awards, compliance and coordination with the ARPA grant is proving more intensive than originally estimated by Hoyle, Tanner, who had previously budgeted 40 hours for this effort. In addition, the consultant’s effort to calculate the MAHL and MAIL was expanded to model and consider a series of scenarios relating to the upcoming upgrade at the Main WWTP and the recent updates to development projections within the City. The IPP program is ramping up prior to the Main WWTP upgrade necessitating that various program elements and requirements be appropriate now (prior to upgrade) and in the future (post upgrade). Furthermore, the consultant’s effort to prepare Sewer Use Ordinance revisions, to support the IPP program, has been prolonged as various regulatory organizational frameworks have been considered (embedding within the ordinance vs. as a separate reference document). All of this necessitates a contract fee and time amendment in order to get this program across the finish line by or before the ARPA deadlines in 2026 PROPOSED LOAN & CONTRACT AMENDMENTS A number of project scope and cost amendments and additions are necessary in order to produce a comprehensive Industrial Pollution Prevention Program that will not only satisfy the various regulatory obligations we are required to meet, but will also build a credible and verifiable foundation for achieving flexibility and authority in our future IPPP. Overall, these represent a total additional contractual cost of $27,906 (Amendment #9). A description and the associated reasoning for each of tasks in this contract scope and cost amendment is provided below: 1) ARPA Grant Deliverable Assistance ($17,693): Consultants involvement with meeting ARPA Pretreatment Grant requirements including routine meetings with VTDEC and preparation of grant milestone deliverables has exceeded the previous estimate of 40 hours. Remaining grant deliverables include; Sewer Use Ordinance revisions and proof of adoption, final reporting, quarterly tracking reports and meetings with VTDEC. An Equal Opportunity Employer This material is available in alternative formats for persons with disabilities. To request an accommodation, please call 802.863.9094 (voice) or 802.863.0450 (TTY). Page 25 of 247  Page | 3 of 3 2) Separate Pretreatment Program Document based upon EPA Model SUO (Repurpose unused expense funds within the current contract. No new funds are required at this time.) 3) Additional MAIL/MAHL Scenarios ($9,672): Prepare three (3) additional MAHL/MAIL scenarios addressing proposed development scenarios. 4) Additional Expenses ($541): The amendment also includes budget for additional direct expenses. The amendment also includes a time extension to June 30, 2026. FUNDING Previous authorization by the City Council authorized a CWSRF loan amendment of $198,926 for a total loan amount of $398,881. Due to the City having been awarded the $183,188 ARPA grant towards this work, the full loan authorization was not used and the existing loan ($239,858) is currently below the $398,881 authorization. As such, there is remaining authorization in the 2022 resolution to support this small amendment and no additional loan authorization is required. The City will seek a loan amendment with the State for this amended scope, resulting in a total loan of $267,764. This project has also been awarded loan forgiveness of $100,000 bring the total principal owed to $167,764, much less than the $398,881 loan amount authorized by Council in 2022. The total loan includes some funding of staff time spent managing the project. MOTIONS Board of Finance Actions: 1. “To approve and authorize the Director of Public Works to execute an engineering services contract amendment with Hoyle, Tanner & Associates for $27,906, subject to review and approval by the City Attorney.” 2. To approve and authorize the Chief Administrative Officer, or their designee, to effect all necessary budget amendments in substantial conformance with this request. Thank you for your consideration of this request. An Equal Opportunity Employer This material is available in alternative formats for persons with disabilities. To request an accommodation, please call 802.863.9094 (voice) or 802.863.0450 (TTY). Page 26 of 247  Board of Finance and City Council Submission Checklist Version: April 2025 Department: DPW – Water Resources Submitter: Megan Moir / Mike Schramm Title/Subject: Industrial Pollution Prevention Program – Amendment Authorization Approval Requested: Meeting Date: ☒ Board of Finance 6/16/2025 ☐ City Council Click or tap to enter a date. ☐ Both BOF and Council Click or tap to enter a date. Instructions 1. This form must be completed by the person submitting the materials. 2. This form must be sent with the final submission of materials in advance of the meeting. 3. Do not indicate that a sign-off was received until it has actually been obtained. 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys. 5. Name the reviewing Attorney or HR Manager in the Note column. Signoff Needed Received? Approval Date Note Department Head Yes 6/10/2025 Chapin Spencer Mayor’s Office Yes 6/11/2025 Erin Jacobsen Board/Commission N/A Click or tap to Click or tap here to enter text. enter a date. City Attorney’s Office for memo and N/A Click or tap to Click or tap here to enter text. contracts or legal documents enter a date. City Attorney’s Office for memo and Yes 6/10/2025 Erik Ramakrishnan motion(s) or resolution(s) CAO for budget, financing, and memo Yes 6/11/2025 Katherine Schad Human Resources, if personnel action N/A Click or tap to Click or tap here to enter text. or policy enter a date. CIO, if IT-related N/A Click or tap to Click or tap here to enter text. enter a date. Page 27 of 247  CITY OF BURLINGTON DEPARTMENT OF PUBLIC WORKS 645 Pine Street, Suite A Post Office Box 849 Burlington, VT 05402-0849 802.863.9094 VOX 802.863.0466 FAX 802.863.0450 TTY www.burlingtonvt.gov MEMORANDUM TO: Board of Finance/City Council FROM: Caleb Manna, Associate Public Works Engineer, Department of Public Works DATE: June 16, 2025 CC: Chapin Spencer, Director of Public Works Laura Wheelock, P.E.; Assistant Director of Public Works/City Engineer RE: Ledgewood Circle Street Acceptance Request To accept, through City Council Resolution, the formal conveyance of a portion of the street known as Ledgewood Circle, from the current ownership group, Ledgewood 1 Condominium Board, to the City. A segement of Ledgewood Circle, (also know as the Austin Drive entryway) located between Austin Drive and Oakbeach Drive in the south end of the City of Burlington, serves as crucial connector street linking acces to Austin Drive, Oakbeach Drive, Southwind Drive, and Flynn Avenue. The current owner of the street, Ledgwood 1 Condominium Board, is requesting the lands be conveyed to the City for public right-of-way acceptance. History of Ledgewood Circle - 1960’s On July 19, 1967, an agreement was made between the then owner, Champlain Associates, and the City, conveying ownership of the entire parcel lot, then know as Ledgwood Apartments, to the City. The street was never accepted via resolution by City Council. No documentation of an existing resolution pertaining to this location has been found. The original agreement demonstrates there was always intent to deed this section of road to city. 1981 In 1981, the then owner, Champlain Associates, deeded the 8.9 acre parcel (including the Austin Dr. entryway currenty proposed for acceptance) know as Ledgewood Apartments, to Ledgewood Associates. At this time Ledgewood Associates (LA), in turn created the Ledgewood Home Owners Association (LHOA), by Declaration of Covenant, deeding to LHOA the exisiting pool and community building. It is important to note the role of a home owners association, (different from Page 28 of 247 RE: Ledgewood Circle Street Acceptance June 16, 2025 Page | 2 of 4 a condo assioation) created for the function of maintaining shared facilities (pool and building) between four condo associations (Legdewood South, Ledgewood East, Southwind Condo, and Ledgewood 1) making up the 8.9 acre parcel lot know as Ledgwood Apartments during this time. Also in 1981, LA created Ledgewood 1 Condominium Association (Ledgewood 1), and conveyed to them, the same 8.9 acre parcel including the entryway from Austin Drive, into condo ownership, clearly assigning ownership of the entryway to Legdewood 1. All 76 condo units were sold from LA to Ledgewood 1 at this time. Under the common elements of the parcel transfer to a condo association, this meant each owner owned a unit, and a percentance share of the parcel lot, which included the Austin Dr. entryway. In July of 1981, the City and LA, executed an amendement to the 1967 agreement between City and Champlain Associates, amending the agreement to allow for the sale of individual units and townhouses. This amended agreement defines the roadway and infrastructure as privately owned and maintained by LA. Section 3 of this amendement contains language that allowing for the future acceptance of the Austin Drive entryway to the City, so long as the roadway was constructed to city specifications. 1982-1993 In June of 1982, we begin to see some confusion over ownership of the parcel. LA executed an amendent to LHOA and Ledgewood 1 Declaration of Covenant, specifying that the roadway between Austin Dr. and Flynn Ave., would be dedicated to the City. Language from section 2 of this amendent, clearly states “ the declarant (LA) and (LHOA,) shall dedicate to the City of Burlington a roadway connecting Austin Drive and Flynn Ave.” Oakbeach Drive as we know it today, had not been constructed as of 1982, but was planned for future development, and was completed in 1988 as public roadway. The issue being, that LA had previously deeded the parcel lot to Ledgewood 1 in the 1981 amendment, and that Ledgewood 1, as the owner, was not included in the above mentioned 1982 amendement to the Declaration of Covenant. Between 1982 and 1993, LHOA assumed responsibility for maintaining the Austin Drive entry way used by the four condo associations, making up LHOA. In 1993, LA executed a warranty deed conveying the Austin Drive entryway, southern extension of Oakbeach, and the tennis courts to LHOA. Had the title search under the warranty deed been properly executed, it was have become known that LA, did have the rights to convey this property. 2018-Present This discrepancy in ownership came to light in 2018, when LHOA begain the process to convey the Austin Drivey entryway to the City through a deed. LHOA in fact, has no rights to convey said property to the City, as the parcel was conveyed to Ledgewood 1 in 1981. LHOA has since recognized the error and disclaimed ownership. For a full history and associated documentation of ownership transfers, see EX-A. An Equal Opportunity Employer This material is available in alternative formats for persons with disabilities. To request an accommodation, please call 802.863.9094 (voice) or 802.863.0450 (TTY). Page 29 of 247 RE: Ledgewood Circle Street Acceptance June 16, 2025 Page | 3 of 4 Right-of-Way Acceptance The Department of Public Works, Technical Services Division, was tasked with compiling the missing documentation for the acceptance of the Austin Drive entryway in January of 2023. In collaboration with the current President of Ledgewood 1 Condo Assoc. Mr. Andrew Prendimano, which included securing a policy of title insurance, completing a boundary survey, establishing monumentation for the parcel, and a providing a warrenty deed dedicating said lands to the city. DPW, following the guidance of the Right-of-Way Acceptance Procedure for Post Development, received sign offs from all city departments responsible for maintaining infrastructure, certifying any asset proposed for acceptance within the street segement is of adequate condition, and will not become a liability to the city as ownership is transferred. These City Departments include:  DPW Streets Maintenance  DPW Water Resources  DPW Technical Services  DPW Traffic Division  Department of Parks, Waterfront and Recreation  Burlington Electric Department  Burlington Fire Department Historically, the city has provided a routine level of servive in maintaining the street segement. Typical maintanence over the years includes pothole filling, snow plowing, and catch basin repairs. Future Plans for Ledgewood Circle Should the street be accepted, it is anticipated a bike lane and new sidewalk will be installed on the north side of the divided entryway at some point in the future. With the right-of-way acceptance, DPW will be authorized to establish no parking regulations in ordinance, and bring roadway signage up to current MUTCD standards. The existing street lighting will be added to BED’s capital improvement plan, and brough up to current IES lighting standards applicable to Burlington city streets. Recommendation The Department of Public Works is supportive of formally accepting the section of roadway known as Ledgewood Circle, as shown in EX-D, connecting Austin Drive to Oakbeach Drive in the City of Burlington, VT. Thank you for consideration of this request, please do not hesitate to contact me directly at CManna@burlingtonvt.gov or 802-865-7562. An Equal Opportunity Employer This material is available in alternative formats for persons with disabilities. To request an accommodation, please call 802.863.9094 (voice) or 802.863.0450 (TTY). Page 30 of 247 RE: Ledgewood Circle Street Acceptance June 16, 2025 Page | 4 of 4 Exhibits A. Chronology of Events Related To Ownership Of The Austin Drive Entryway B. Title Insurance C. Warranty Deed D. Right-of-Way Final Drawing E. Future transportation design F. DPW Right-of-Way Acceptance Procedure G. Resolution of City Council Motions: Board of Finance: “To approve and recommend that the City Council waive the reading and approve the resolution accepting the street segement know as Ledgewood Circle, as show in Ex D, subject to review and approval by the City Attorney’s Office of any instruments required to effectuate the transactions contemplated hereby.” City Council: “To approve and recommend that the City Council wavie the reading and approve the resolution accepting the street segment known as Ledgewood Circle, as shown in Ex D, subject to review and approval by the City Attorney’s Office of any instruments required to effectuate the transactions contemplated hereby.” An Equal Opportunity Employer This material is available in alternative formats for persons with disabilities. To request an accommodation, please call 802.863.9094 (voice) or 802.863.0450 (TTY). Page 31 of 247  EX-A J. Schultz (Ledgewood Home Owners Association Board member) 8/28/20 CHRONOLOGY OF EVENTS RELATED TO OWNERSHIP OF THE AUSTIN DRIVE ENTRYWAY [For anyone not familiar with the area, the site map on the last page of the attached documents may be helpful in following this chronology.] 1. On 1/12/81, Champlain Associates, then-owner of the Ledgewood Apartments at 80 Austin Drive, executed a warranty deed conveying an 8.9 acre parcel which included those apartments to developer Gerry Milot/ Ledgewood Associates. That deed included the Austin Drive entryway. {Attachment 3} 2. On 1/15/81, Ledgewood Associates executed a Declaration of Covenant creating the Ledgewood Home Owners Association. [Vol. 271/Pg.512 of the City Land Records/not attached.] (The LHOA is NOT a condo association; it is a home owners association that exists for the purpose of managing certain facilities -- principally a pool and tennis courts-- shared by the owners of units in Ledgewood I and three other adjacent condo associations. The LHOA has no legal relationship with those four condo associations as entities, only with the unit owners.) Ledgewood Associates conveyed to the LHOA, by deed, the pool and a small "community building" that were located on the Ledgewood Apartments parcel; the entryway was not part of the property conveyed to the LHOA by Ledgewood Associates at this time. {Attachment 6} 3. On 1/15/81, the developer, Ledgewood Associates, also executed a Declaration of Condominium creating the Ledgewood I Condominium and conveying the exact same 8.9 acre parcel acquired from Champlain Associates into condo ownership, again, clearly including the Austin Drive entryway, in both the detailed description of property and the site map that were part of that Declaration. Under the provisions of its Declaration. the entryway was part of the Common Elements of the Ledgewood I Condominium. {Attachment 1, 1a, 1b} 4. Ledgewood Associates subsequently sold all 76 of the units in the Ledgewood I Condominium, meaning that, like all other common elements, each unit's percentage share of the entryway was deeded to each unit. It is important to recognize that the Common Elements, or jointly owned property, of any condo association are not conveyed by deed to the Association per se, but rather, are conveyed into condo ownership via a Declaration of Condominium, and then subsequently deeded incrementally to individual owners as a percentage share of jointly held property, along with full ownership of the unit itself. In other words, a condo association, as a legal entity, does not hold a "deed" to its common elements. By contrast, the Ledgewood Home Owners Association, which is not a condo association, does own property as a corporate entity and must acquire that property by deed. 5. On 7/14/81, the City of Burlington and Ledgewood Associates (“owner”) executed an amendment to a 7/67 agreement between the City and Champlain Associates pertaining to the Ledgewood Apartments. This 7/81 agreement served to resolve a dispute over subdivision rules. One provision of that agreement states, “It is currently contemplated by the Owner and the City that, in connection with further development of the Ledgewood property, so called, the Owner will dedicate to the City a roadway, connecting Austin Drive and Flynn Avenue, said roadway to be constructed to City specifications…” {Attachment 4} 6. On 6/21/82, Ledgewood Associates executed a single/identical amendment to both the LHOA Declaration of Covenant AND the Ledgewood I Declaration of Condominium, the provisions of which included the following: “[Ledgewood Associates] and the [Ledgewood] Home Owners Association … shall dedicate to the City…a roadway connecting Austin Drive and Flynn Avenue, subject to the provisions of [the above 7/81 Agreement].” At that time, Ledgewood Associates owned the land on which the entire Oakbeach Drive portion of this roadway was eventually built, but it did not own the already-completed Austin Drive entryway portion of the roadway, having previously conveyed it to Ledgewood I in January 1981. And the Ledgewood Home Owners Association did not own ANY of the existing or anticipated roadway property. {Attachment 5} By this time, more than half of the Ledgewood I units had been sold, so this Amendment to both the LHOA and Ledgewood I Declarations required approval of 75% of all LHOA and Ledgewood I owners, which was obtained. Because Ledgewood I owners were the only members of the LHOA at that time, they concurrently approved the amendment to both Declarations. One possible interpretation of this Amendment could be that Ledgewood I owners approved the conveyance of the Austin Drive entryway to the City in June 1982. (However, they could not have approved the conveyance of the Oakbeach Drive Extension to the City, since neither Ledgewood I nor LHOA owned the Oakbeach Drive extension.) 7. Then, (later) in 1982, 1984 and 1986 respectively, the separate Ledgewood South, Ledgewood East and Southwind Condo Associations were created, making the owners of the 210 units in all four condo associations members of the Ledgewood Home Owners Association by virtue of a covenant in their deeds. Page 32 of 247 8. At some point between 1982 and 1993, the Ledgewood Home Owners Association apparently assumed responsibility for maintenance of the entryway, perhaps because it was used by owners in all four condo associations. (Of course, ever since Oakbeach Drive was completed around 1988, it has been used by the general public as a thoroughfare between Austin Drive and Flynn Avenue.) It's unclear if the LHOA Board at that time believed that the LHOA owned the entryway, or if there was just an informal arrangement by which the LHOA paid for maintenance. 9. For many years, much of the regular maintenance of the actual roadway of the entryway has been done by the City, including plowing, fixing potholes, installing catch basins, etc. The LHOA's main expenses have been for summer grounds maintenance around the road, as well as paying for the leased street lights and associated City stormwater fees. I believe the LHOA paid to pave the entryway at least once, in the mid-90’s, the need for which probably was connected to the deed executed in 1993 (#10, next.) 10. In January 1993, Ledgewood Associates executed a warranty deed purportedly conveying the Austin Drive entryway, the southern extension of Oakbeach Drive (the northern section of Oakbeach had already been accepted as a City street) and the Ledgewood tennis courts to the Ledgewood Home Owners Association. At the time, Ledgewood Associates owned the Oakbeach Drive extension and the tennis courts, but did not own the entryway. Either a proper title search was not conducted by any of the parties prior to execution of the deed, or the information was ignored. (The reason that Ledgewood Associates initiated this deed at this time is murky, but presumably was to avoid as much financial liability as possible. It is a complete mystery as to why the LHOA would have agreed to accept owership of any roadway, since this was not in the best interest of the 210 LHOA owners, and the intent all along was for these to become City streets.) {Attachment 2} 11. Due to the existence of this deed, LHOA and LWI Boards since that time appear to have assumed that the LHOA, in fact, owned the entryway. 12. The LHOA has always wanted to convey the entryway to the City; it was pursued a few times but somehow never happened. 13. In 2018, the LHOA Board decided to again pursue conveying the entryway to the City, and while researching the documents related to entryway ownership, discovered that, in fact, the entryway was part of the property conveyed to Ledgewood I in 1981. This meant that the 1993 deed held by the LHOA was invalid with respect to the entryway, because Ledgewood Associates had no legal right to convey it. In response, the Ledgewood Home Owners Association Board formally notified the Ledgewood I Condo Association Board that the LHOA disclaimed ownership of the entryway, because Ledgewood Associates clearly did not own it at the time the 1993 deed was executed. This disclaimer is filed in the City Land Records. {Attachment 7} ------------------------------------------------------------------------------------------------------------------------------------- ATTACHED DOCUMENTS: 1. Pertinent excerpts from Ledgewood I Declaration of Condominium [Vol. 271/Pg. 481; Plat 118/71] 1a. LWI Declaration of Condominium Exhibit B – parcel map (1/81) 1b. LWI Declaration of Condominium Exhibit D – description of parcel (1/81) -------------------------------------------------------------------------------------------------------------------------- ------------ 2. 1/93 Warranty Deed from Ledgewood Associates to Ledgewood Home Owners Association for Austin Drive entryway, Oakbeach Drive extension & tennis courts [Vol. 473/Pg. 126] -------------------------------------------------------------------------------------------------------------------------------------- 3. 1/81 Warranty Deed from Champlain Associates to Ledgewood Associates for Ledgewood I parcel [Vol. 272/Pg. 669] -------------------------------------------------------------------------------------------------------------------------------------- 4. 7/81 Agreement between City of Burlington and Ledgewood Associates [Vol. 275/Pg.507] ----------------------------------------------------------------------------------------------------- --------------------------------- 5. 6/82 Amendment to Declaration of Covenant of the Ledgewood Home Owners Association and to Declaration of Condominium for Ledgewood I [Vol. 283/Pg. 141; Plat 141/28] -------------------------------------------------------------------------------------------------------------------------------------- 6. 1/81 Quit Claim Deed from Ledgewood Associates to Ledgewood Home Owners Association for pool & Community building [Vol. 272/Pg. 685] ------------------------------------------------------------------------------------------------------------------------------------ -- 7. 3/19 Letter from LHOA Board to Ledgewood I Board disclaiming ownership of entryway [Bk. 1437/Pg. 193] Page 33 of 247 ATTACHMENT 1: Excerpts from DECLARATION OF LEDGEWOOD I CONDOMINIUM (January 1981) [Vol. 271/Pg.481; Plat 118/71] Section 1.01. Submission of Property; Creation. Ledgewood Associates, a Vermont general partnership having a place of business in Essex, Vermont (the "Declarant") in fee simple of the lands described in Exhibit D, located in the City of Burlington, County of Chittenden and State of Vermont (the "Land") , hereby submits the Land, together with all easements, rights and appurtenances thereto (the "Property") , to the provisions of Chapter 15 of Title 27 of the Vermont Statutes Annotated, known as the Vermont Condominium Ownership Act (the "Act"), and hereby creates with respect to the Property a condominium, to be known as Ledgewood I Condominium (the "Condominium"). Section 2.03. Description of Units; Allocation. The locations of all Apartments (the "Units") within the Buildings are shown on the "Plans" attached as Exhibits A and B. There are a total of 76 Units, of which 8 Units are one- bedroom apartments, 16 Units are two—bedroom apartments, 8 Units are three—bedroom apartments and 44 Units are two—bedroom townhouse style apartments occupying two stories. Section 3.02. Common Areas and Facilities. The Common Elements are all the Property depicted on Exhibits A and B except Units and Limited Common Elements. The Common Elements shall remain undivided and shall be devoted to the common use and enjoyment of all Unit owners. No Unit owner nor any other person shall maintain any action for partition or division thereof, unless the Property has been removed from the provision of this Declaration pursuant to the Act. Each Unit owner may use the respective Common Elements in accordance with the purposes for which they were intended without hindering or encroaching upon the lawful rights of other Unit owners. The Common Elements include, without limitation, the following: (a) the Land described in Exhibit D, including the real, estate upon which the Buildings and other improvements are located, together with the benefit of, and subject to, all rights, easements, restrictions and agreements recorded in the Land Records of the City of Burlington, including the specific reservations and 'grants set forth in a deed of Champlain Associates dated January 15 , 1981, to the Declarant, recorded in Volume Page of the Land Records of the City of Burlington; (b) all portions of the Buildings, except those portions identified as Units and Limited Common Elements; and (c) all improvements other than the Buildings and Limited Common Elements. Section 5.03. Easement for Completion. The Declarant hereby reserves an easement through the Common Elements for the purpose of completing or making improvements described in this Declaration or to make improvements in the Condominium and to make and complete improvements on lands described in a Declaration of Covenants, Conditions and Restrictions, dated January , 1981, recorded in Volume , Page of the Land Records of the City of Burlington, and to erect and remove signs advertising the Condominiums. Page 34 of 247 Attachment 1a Page 35 of 247  Attachment 1b Ledgewood I Declaration of Condominium - EXHIBIT D Cumul. Point Ft 1 200 2 118 318 3 112 430 4 113 543 5 114 657 6 103 760 7 95 855 8 100 955 9 110 1065 10 141 1206 11 96 1302 12 220 1522 13 316 1838 14 481 2319 15 448 2767 16 42 2809 17 200 3009 18 120 3129 3129 ft. perimeter Page 36 of 247 Page 37 of 247 Attachment 1b, continued -- approximation of coordinates from property description on GPS map] 1 acre = 43,560 sq. ft 390,352 s.f. = 8.96 acres Page 38 of 247  Attachment 2 - 1993 Deed # feet in perimeter as described section by section in 1993 deed: 200 cumulative 84.5 284.5 120.5 405 134 539 113 652 26 678 85.5 763.5 18 781.5 60 841.5 estimated (omitted from 119 960.5 deed) 120 1080.5 199 1279.5 220 1499.5 120 1619.5 from LWI property map/description 1619.5 Page 39 of 247  Measure ment missing, but can deduce Final # ft. across road back to beginning taken from LWI parcel map & description Page 40 of 247  Attachment 2 continued -- approximation using GPS map Sketch of roadway described in 1-19-93 Warranty Deed from Ledgewood Assoc to LHOA, using coordinates from the deed. V473/P126 [Sketch revised 9-18-18 to improve accuracy using coordinates from LWI Decl. as well.] Page 41 of 247 Attachment 3 Warranty Deed from Champlain Associates to Ledgewood Associates 1-15-81 for original LWI parcel Page 42 of 247 Page 43 of 247 671 Page 44 of 247 Page 45 of 247 Page 46 of 247 Page 47 of 247 Page 48 of 247  Attachment 4 * /eDc-6t;u) \f;eEtetf-iJr &st u er:xi C ,rt' K 45se(* 50? A€REEMENT '/'+ lv' ,'h* AGREEI'|EHT, dated this lt'l day of July, 1981, by and bctween Ledgewood Associates, a Vermont partnership having /) a place of business in Essex Junction, Vermont (the "owner t') , and the City of Burlington, a municipal- corporation of the slate of vermont {the ,,cityr') : WITNESSETH: WHEREAS, the ovrner has ired the interests of ChampLain Associates i 1a es descri Agreeqnla t reco n of of the City of urL:.ngton i a WHEREAS. pursuant to the Agreement and Covenant, Champlain Associates obllgated itself to satisfy certain standards at such time ae such lands and mises were conveyed to anyone other than a to maintain them as a private and unitary development; and WHtrREAS, the Oernef deslres to commit said lands and pre- rrriscs to the provisions of the Vermont Condominium Ownership Act and to Eell garden apartment.s and townhouse units to pur- chaserg for value; and WI{EREAS, the Ovrner and the City have disagreed whether the conveyance of condominium apartments is consistent r+ith the provisionE of the Agreement and Covenant; and WHEREAS, the Owner and the City desire to resolve their differences; *cxd, rHnnsFoRE, THE orrner and the City, in consideration of Ten and ltlore Dollars and other good and valuable consideration, hereby agree to modify and suppl€rlent the Agreement and Covenant, as follows I 1. The Oltner nay sell condominium apartments and townhouses o1t qfcl!*lende and trr9[l-9,9qr,providing that the deed from the ffi-er to-etrh purchaser shall contain the following language: , The Grantee, by acceptance of this deed' acknowledges that certain of -the vrater nains and services, segrer laterals and ser^rer facil- ities servlcino the Aoartmel9g ?nd the.Condo-- minium enance, ir4'tfff--end rep I acement the I ninium Association or Page 49 of 247  | -, I ,508 Associalion; and the Grantee covena not i\' ^\?'.,&J'l'rb to.petitiqn A' successorsf ft"It"-"ttO assigns' city of Burlington Lo Ir-"lt*r"ir*- r.q".st Lhe nor accept suclr faciliLies as public facilities' toseekfromtheCityofBurlingtonanyrepair, maintenance or replalement thereof ' 2' The owner shalt further amend the Declar:ation of originally dated Covenants, Condiii"i"*""a-n"strictions, rotlowins: ;;;;;;;-t6, Iesl', to add the sz.0t: qrI**F shal} own, ancl :f;:ti'#iit*li:";"n:1: Snarr_tlldrrruorx, ':::,:_ l::""- laterals- r !r.ll i-*--.rq 'a '.li ., '+y't .a,ttw1 .-11 ation reprace alr watlr'i"Iii"*iid";;;;;;;!,-i!*.r " d / 4*-,lin ",,h **"o*dary "i**'-iu"l.ities. p"itv-iincr"hins anv F9t:ir':-:h ::!Xi'::nlH-F*r?a *€'t> ^Pf o-'L Tl'Lf'l'u' ownership) , and.;;;;;s";;;h-period #rdominiumtne'-asto"iitiol. t' of ownerstrip ?htrl--":ll^3.1ltl3r.o-,,oo. , ,]., .- iL $:'Ii;i ;; il;ii;;;;;'tl accept :l:h^fi:itities as \'\ iii[ri"-lu"iriti"'l'""i {131- the citv or Burlington any t.iuii, ""?k. maintenance or replacement thereof. At n" ii*"-"ntfr the citv of Burlington be responsible for maintenance' relair or replace* ment thereof' al-"o-ii** shall the city of--^--*. responsible. for-llintenance' repa:.r Burlington ne mains and services' or replacement of'such water sewer facilitiels' sewer laterals t"d """ottdary contemplated by the Ovrner andof the 3. It is currently with the i"ttn6t developrnent the city that, ir, "oii;;ti;; wilr dedicate to rhe Ledsewood ptop*r[rl";;:;"ii;1,-:1.-ener City a roadway, connecting Austin Drive and Flynn Avenue' and to said road$av to ;;";;;;;;icted towaterl citv :ry::r1::tions electrical sewer and contain within its right-of-way at liie time that such roadway -lliot*'shall is tines, mains, "r,i*"iiit':"t"' be excluded etedicated to the cily-*t-nt'trrngi;n' ltater T:i":-lf sewer fr*nr the dedicatiJiiirr!;""nauiv remain the responsibilitv of larerals, so*".ri:liSd;-;!;ii' eqo-o! op r i.u ts ii:lgg* i-' i tlL a" gglgll9l lL l:- 1"3 t s r 1,"-.pp, " H"*: etls ls"s.osl3tr"9!:- 4. Except as otherwise provided herein the parties here- and Covenant' Eo ratify and affirm the Agreement Vermont this lt-l clay of July' l-98r' nATED at surlington' tE By: CITY URTINGTQN 'l :55 P. M' rnd recorded' July l4 ,19 B] , ur Rcceived for record Artesr: .W#.U.7*- CitY Cterk{/ Page 50 of 247  Attachment 5 AMENDMENT ✓ WHEREAS, o n o r a b o u t J a n u a r y 1 2 , 1 9 8 1 , L e d g e w o o d A s s o c i a t e s (the " D e c l a r a n t " ) a c q u i r e d f r o m Champlain A s s o c i a t e s c e r t a i n lands a n d p r e m i s e s a t Ledgewood p u r s u a n t t o a d e e d , r e c o r d e d i n Vo l u m e 2 7 2 , P a g e 6 6 9 o f t h e L a n d R e c o r d s o f t h e C i t y o f Burlington; and, o n o r about October 28, 1981, t h e Declarant acquired t h e r e m a i n d e r o f Ledgewood f r o m Champlain A s s o c i a t e s ' p u r s u a n t t o a d e e d , r e c o r d e d i n Vo l u m e o f , P a g e i i 6 3 o f t h e L a n d Records o f t h e C i t y o f B u r l i n g t o n ; a n d WHEREAS, t h e D e c l a r a n t i n t e n d e d t h a t L e d g e w o o d w o u l d b e a f u l l y i n t e g r a t e d r e s i d e n t i a l community and, t o t h a t end, t h e Declarant, o n January 1 5 , 1 9 8 1 , caused t o b e executed a Declaration o f Covenants, Conditions and R e s t r i c t i o n s , recorded i i n Vo l u m e 2 7 1 , P a g e 5 1 2 o f t h e L a n d R e c o r d s o f t h e C i t y o f B u r l i n g t o n , w h i c h h a s b e e n amended b y i n s t r u m e n t s r e c o r d e d i n Vo l u m e 2 2 5 , P a g e 3 3 3 a n d V o l u m e 2 7 5 , P a g e 5 0 9 o f t h e L a n d R e c o r d s of the C i t y o f Burlington; and WHEREAS, i n c o n n e c t i o n w i t h t h e g o v e r n a n c e o f t h e o r i g i n a l 76 u n i t s , t h e D e c l a r a n t e s t a b l i s h e d . a c o n d o m i n i u m r e g i m e , k n o w n as L e d g e w o o d I a s e v i d e n c e d b y a D e c l a r a t i o n o f C o n d o m i n i u m , d a t e d J a n u a r y 1 5 , 1 9 8 1 , a n d r e c o r d e d i n Vo l u m e 2 7 1 , P a g e 4 8 1 o f the L a n d Records o f t h e C i t y o f B u r l i n g t o n , a s amended b y a n Amendment, d a t e d M a y 2 9 , 1 9 8 1 , a n d r e c o r d e d i n Vo l u m e 2 7 5 , P a g e 328 o f t h e L a n d R e c o r d s o f t h e C i t y o f B u r l i n g t o n ; a n d WHEREAS, i n o r d e r t o c o n f i r m c e r t a i n r i g h t s r e s e r v e d b y Champlain A s s o c i a t e s w h i c h a r e n o w possessed b y t h e D e c l a r a n t , and t o a s s u r e f u r t h e r o r d e r l y d e v e l o p m e n t o f L e d g e w o o d , t h e parties hereto agree as f o l l o w s : 4. 1. T h e _ l a n d s a n d p r e m i s e s a c q u i r e d b y t h e D e c l a r a n t f r o m C h a m p l a i n A s s o c i a t e s , r e c o r d e d i n V o l u m e g 7 f , P a g e S443 o f t h e Land R e c o r d s o f t h e C i t y o f B u r l i n g t o n a r e , a n d s h a l l b e , s u b j e c t to t h e p r o v i s i o n s o f t h e D e c l a r a t i o n o f Covenants, C o n d i t i o n s and R e s t r i c t i o n s , a s amended t o d a t e a n d f r o m t i m e t o t i m e h e r e a f t e r . 2. T h e D e c l a r a n t a n d t h e H o m e O w n e r s A s s o c i a t i o n ( a s defined i n t h e Declaration o f Covenants, Conditions a n d R e s t r i c t i o n s ) s h a l l d e d i c a t e t o t h e C i t y o f B u r l i n g t o n a r o a d w a y, connecting A u s t i n D r i v e a n d F l y n n Avenue, s u b j e c t t o t h e provisions o f a n Agreement, d a t e d J u l y 1 4 , 1981 between t h e D e c l a r a n t a n d t h e C i t y o f B u r l i n g t o n , r e c o r d e d i n Vo l u m e 2 2 5 , Page 5 0 7 o f t h e L a n d R e c o r d s o f t h e C i t y o f B u r l i n g t o n . 3. T h e D e c l a r a n t , f o r i t s e l f a n d i t s s u c c e s s o r s a n d assigns, s h a l l have a r i g h t t o construct, i n s t a l l , use, maintain, repair and replace a t o t a l o f 24 enclosed parking s t a l l s , numbered 1 7 1 t h r o u g h 1 9 8 , i n c l u s i v e , a t l o c a t i o n s e a s t e r l y a n d southerly o f Buildings 4 , 5 , 6 , 7 , 8 and 9 and adjacent t o the p r i v a t e , r o a d w a y w i t h i n Ledgewood I , t o g e t h e r w i t h t h e r i g h t o f access t o , o v e r and t h r o u g h s a i d roadway and t h e 24 open p a r k i n g stalls adjacent thereto. T h e location o f the parking f a c i l i t i e s are shown-and s e t f o r t h on a p l a n o f l a n d e n t i t l e d Page 51 of 247  • 142. 4. . T h i s A m e n d m e n t s h a l l b e a n a m e n d m e n t t o t h e D e c l a ] of Covenants, Conditions and R e s t r i c t i o n s , and t o t h e Decla o f Condominium o f t h e Ledgewood I Condominium, b o t h a s p r e y amended. 5. V e r m o n t S e r v i c e C o r p o r a t i o n a n d Ve r m o n t F e d e r a l S c & Loan Association j o i n i n t h e execution o f and consent t o Amendment a s m o r t g a g e e s o f t h e i n t e r e s t s o f t h e D e c l a r a n t a Unit Owners. 6. T h e d a t e o f t h i s A m e n d m e n t i s J u n e ? / 5 / , 1 9 8 2 . U N I T NO, 1 1 /4:kfL / i STATE O F VERMONT CHITTENDEN COUNTY, S S . At B u r l i n g t o n i n s a i d County a n d S t a t e o n t h i s , ( d of , 1982, p e r s o n a l l y appeared ‘e,,--41-(4 and A L A - a c k n o w l e d g e d t h i s i n s t r u m e n t b y 11-1.5 s i g n e d a n d SE t o b e /,‘,,( t f r e e a c t a n d d e e d . B e f o r e me Signature pages continue for 4 / 1 / 1 / 4 1 ' Nota y ublic pages 143 to 164, representing at least 75% of the 76 Ledgewood I/LHOA UYIT NO. 1 units ., ' - .....4440.1 reA? s t i c k R . S p o r c k STATE O F VERMONT CHITTENDEN COUNTY, S S . ,At B u r l i n g t o n i n s a i d County and S t a t e o n t h i s d i of - ) L ( h ) d , 1982, p e r s o n a l l y appeared Frederick R. Sporck, he a c k n o w l e d g e d t h i s i n s t r u m e n t b y h i m s i g n e d a n d s e a l e d t c his f r e e a c t and deed. B e f o r e me Notary P u b l i c UNIT 0 . 13 - G Z I C b l e C d e - g STATE O F VERMONT r1T9ITRMI-Nvm n n r i x i r m r Page 52 of 247 ATTACHMENT 6 Quit Claim Deed for LW pool & community building, from LW Assoc to LHOA, signed 1/15/81, recorded 1/20/81 V272/P685 Page 53 of 247 Page 54 of 247 Page 55 of 247 Page 56 of 247 March 13, 2019 TO: Ledgewood I Condo Association Board: Werner Ostmann (President), Emily Ryan, Joe Johnson FROM: Ledgewood Home Owners (“Master”) Association Board: Betsy Liley (President), Heather Ballou, Ann Rugg, Judy Schultz, Craig Weatherly RE: DISCLAIMING OWNERSHIP OF AUSTIN DRIVE ENTRYWAY We are writing to notify you that the Ledgewood Home Owners Association Board has voted that effective immediately, the Ledgewood Home Owners Association disclaims any right, title or interest in or to the so-called “Austin Drive entryway”, having determined that the deed by which that parcel was conveyed to the LHOA is invalid, and that the Ledgewood I Condo Association is the owner of the property. The “Austin Drive entryway” is a portion of the property purportedly conveyed by the developer, Ledgewood Associates, to the Ledgewood Home Owners Association by warranty deed on January 27, 1993 [City Land Records V473/P126]. It consists of a roughly 120’ by 285’ rectangular parcel that encompasses the two paved entry/exit lanes connected to Austin Drive, the median between those lanes, a roughly 30’ wide strip of land along the outer side of each lane, and the paved intersection with the southern extension of Oakbeach Drive. The Ledgewood Home Owners Association will no longer arrange or pay for any property maintenance, services or fees related to the above-described parcel of land, including the paved roadway, grounds, leased street lights, underground utilities, and City stormwater management fees. Last year, while pursuing the possible conveyance of the Austin Drive entryway to the City of Burlington, we determined that the 1993 warranty deed referenced above did not effect a conveyance of the Austin Drive entryway because: ● It was part of the parcel of land that Ledgewood Associates conveyed into LWI Condo Association ownership on January 15, 1981 [City Land Records V271/P481]. Therefore, Ledgewood Associates did not own the entryway when it purported to convey it to the LHOA in 1993. LWI is and always has been the owner, since January 1981. ● §5.06 of the LHOA Declaration requires approval by 2/3 of owners in order to annex additional Common Area to the Property, which was never done when it was purportedly deeded to the LHOA. ● The LWI Declaration and/or pertinent state statutes presumably would have required some type of LWI owner approval, along with a vote of the LWI Board and a deed from LWI to the LHOA, in order to convey a LWI Common Element to the LHOA. This was not done. The attached property site map shows the approximate location and boundaries of the Austin Drive entrance and exit. The exact property lines may be determined from the parcel description in the 1993 warranty deed [City Land Records V473/P126] combined with the parcel description in Exhibit D of the Declaration of Ledgewood I Condominium [V271/P505]. This action will be recorded in the City of Burlington Land Records. [Recorded in Book 1437/Pg. 193] cc: All members of the Ledgewood Home Owners Association (owners of units in the Ledgewood I, Ledgewood South, Ledgewood East, and Southwind Condo Associations) Page 57 of 247 Note: although often referred to as the "Master Association" in the past, the LHOA is NOT a master association. The LHOA and the four condo assocations are all separate, independent corporate entities. The term "property" in the LHOA Declaration refers to the condo properties that are subject to the jurisdiction of the LHOA, that is, whose owners are members of the LHOA; it does not refer to property owned by the LHOA. LHOA "Common Area", that is property actually owned (or presumed to be owned) by the LHOA, is highlighted in purple. Page 58 of 247  EX-B 101 Corporate Place, Rocky Hill, CT 06067 Transaction Identification Data, for which the Company assumes no liability as set forth in Commitment Condition 5.e.: Issuing Agent: MSK Attorneys Issuing Office: 004949 Loan ID Number: Agent File Number: Property Address: Austin Drive, Burlington, Vermont 05401 COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Commitment Date: 5/5/2025 2. Policy to be issued: (a) 2021 ALTA Owner's Policy (Standard) Proposed Insured: City of Burlington Proposed Policy Amount: $50,000.00 3. The estate or interest in the Land at the Commitment Date is Fee Simple. 4. The Title is, at the Commitment Date, vested in: Ledgewood I Condominium Association and Ledgewood I Condominium Homeowners' Association, Inc. 5. The land is described as follows: Property Description attached. Austin Drive, Burlington, Vermont 05401 Countersigned and validated By: Authorized Signatory Jonathan S. R. Anderson, Vice President & Chief Underwriting Counsel This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. CATIC PC-VT (8-2021) Sch A ALTA Commitment for Title Insurance (7-1-2021) Page 59 of 247  101 Corporate Place, Rocky Hill, CT 06067 SCHEDULE B - PART I Requirements All of the following Requirements must be met: 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums, fees, and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. 5. An ALTA Homeowner’s Policy or ALTA Owner’s Policy must include the Vermont Definitions Endorsement. 6. If the property is unimproved, unoccupied, or otherwise vacant, confirm that seller or borrower is legitimate using reliable identity verification methods. Refer to our underwriting guidelines or contact one of our Underwriters for assistance. See attached Schedule B - Part I Continuation Sheet for additional Requirements This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form CATIC PC-VT (8-2021) Sch B Part I Requirements ALTA Commitment for Title Insurance (7-1-2021) Page 60 of 247  101 Corporate Place, Rocky Hill, CT 06067 Schedule B, Part I Requirements are continued as follows: All references are to recorded documents in the City of Burlington Land Records. 6. Execute and record Warranty Deed from Ledgewood I Condominium Association and Ledgewood I Condominium Homeowners' Association, Inc. to the City of Burlington. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. CATIC PC-VT (8-2021) Sch B Part I Requirements ALTA Commitment for Title Insurance (7-1-2021) Page 61 of 247  101 Corporate Place, Rocky Hill, CT 06067 SCHEDULE B, PART II Exceptions Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This Commitment and the Policy treat any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document will be excepted from coverage. The Policy will not insure against loss or damage resulting from the terms and conditions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Rights or claims of persons in possession, other than the insured, which are not shown by the Public Records. 2. (i) Boundary line disputes, overlaps, encroachments, title to filled lands (if any) and all other facts which an accurate survey and inspection of the land would disclose and which are not shown by the Public Records; (ii) Any easements or claims of easements not shown by the Public Records. 3. Real estate taxes, municipal assessments and private association assessments, if any, including liens and assessments, not yet due and payable. 4. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I—Requirements are met. See attached Schedule B - Part II Continuation Sheet for additional Exceptions from Coverage This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. CATIC PC-VT (8-2021) Sch B Part II Exceptions ALTA Commitment for Title Insurance (7-1-2021) Page 62 of 247  101 Corporate Place, Rocky Hill, CT 06067 Schedule B, Part II Exceptions Continuation Sheet All references are to recorded documents in the City of Burlington Land Records. 5. Easement and Right-of-Way Agreement granted by Ledgewood Associates to the City of Burlington dated March 1, 1982 and recorded March 3, 1982 in Volume 280 at Page 632. 6. Matters depicted and notes recited on a survey entitled “Burlington Electric Department, Burlington, Vermont, Ledgewood Condominiums, South Cluster, Drawing No. D-253 dated October 6, 1981". 7. Easement to Vermont Gas Systems, Inc. dated June 6, 2017 and recorded September 19, 2019 in Volume 1360 at Page 321. 8. Matters depicted and notes recited on a plan entitled “Boundary Survey Land of Ledgewood I Condominium To Be Conveyed To The City of Burlington” prepared by Krebs and Lansing Consulting Engineers, Inc. as Project 23159, dated June 1, 2023 and recorded in Map Slide 595B. 9. Matters depicted and notes recited on the following: a. Site & Utility Plan entitled “Ledgewood Condominiums, Burlington, Vermont” prepared by Fitzpatrick – Llewellyn Associates dated August 1981 and recorded in Map Book 123 at Page 18. b. Site & Utility Plan – South Cluster entitled “Ledgewood Condominiums, Burlington, Vermont” prepared by Fitzpatrick – Llewellyn Associates dated August 1981 and recorded in Map Book 124 at Page 21. c. Site & Utility Plan – East Cluster entitled “Ledgewood Condominiums, Burlington, Vermont” prepared by Fitzpatrick – Llewellyn Associates dated June 1983 and recorded in Map Book 141 at Page 27. This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. CATIC PC-VT (8-2021) Sch B Part II Continuation ALTA Commitment for Title Insurance (7-1-2021) Page 63 of 247  101 Corporate Place, Rocky Hill, CT 06067 ALTA COMMITMENT FOR TITLE INSURANCE issued by CATIC NOTICE IMPORTANT—READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY’S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions, CATIC (the “Company”), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Amount of Insurance and the name of the Proposed Insured. If all of the Schedule B, Part I—Requirements have not been met within six months after the Commitment Date, this Commitment terminates and the Company’s liability and obligation end. COMMITMENT CONDITIONS 1. DEFINITIONS a. “Discriminatory Covenant”: Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. b. “Knowledge” or “Known”: Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. c. “Land”: The land described in Item 5 of Schedule A and improvements located on that land that by State law constitute real property. The term “Land” does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. d. “Mortgage”: A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law. e. “Policy”: Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. f. “Proposed Amount of Insurance”: Each dollar amount specified in Schedule A as the Proposed Amount of Insurance of each Policy to be issued pursuant to this Commitment. g. “Proposed Insured”: Each person identified in Schedule A as the Proposed Insured of each Policy to be issued This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. CATIC Form PC-VT (8-2021) ALTA Commitment for Title Insurance (7-1-2021) Page 64 of 247  101 Corporate Place, Rocky Hill, CT 06067 pursuant to this Commitment. h. “Public Records”: The recording or filing system established under State statutes in effect at the Commitment Date under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a purchaser for value without Knowledge. The term “Public Records” does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters. i. “State”: The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term “State” also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. j. “Title”: The estate or interest in the Land identified in Item 3 of Schedule A. 2. If all of the Schedule B, Part I—Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company’s liability and obligation end. 3. The Company’s liability and obligation is limited by and this Commitment is not valid without: a. the Notice; b. the Commitment to Issue Policy; c. the Commitment Conditions; d. Schedule A; e. Schedule B, Part I—Requirements; f. Schedule B, Part II—Exceptions; and g. a counter-signature by the Company or its issuing agent that may be in electronic form. 4. COMPANY’S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company is not liable for any other amendment to this Commitment. 5. LIMITATIONS OF LIABILITY a. The Company’s liability under Commitment Condition 4 is limited to the Proposed Insured’s actual expense incurred in the interval between the Company’s delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured’s good faith reliance to: i. comply with the Schedule B, Part I—Requirements; ii. eliminate, with the Company’s written consent, any Schedule B, Part II—Exceptions; or iii. acquire the Title or create the Mortgage covered by this Commitment. b. The Company is not liable under Commitment Condition 5.a. if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. c. The Company is only liable under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. d. The Company’s liability does not exceed the lesser of the Proposed Insured’s actual expense incurred in good faith and described in Commitment Condition 5.a. or the Proposed Amount of Insurance. e. The Company is not liable for the content of the Transaction Identification Data, if any. f. The Company is not obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I—Requirements have been met to the satisfaction of the Company. g. The Company’s liability is further limited by the terms and provisions of the Policy to be issued to the Proposed Insured. 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT; CHOICE OF LAW AND CHOICE OF FORUM a. Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. b. Any claim must be based in contract under the State law of the State where the Land is located and is restricted to the terms and provisions of this Commitment. Any litigation or other proceeding brought by the Proposed Insured This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. CATIC Form PC-VT (8-2021) ALTA Commitment for Title Insurance (7-1-2021) Page 65 of 247  101 Corporate Place, Rocky Hill, CT 06067 against the Company must be filed only in a State or federal court having jurisdiction. c. This Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. d. The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. e. Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. f. When the Policy is issued, all liability and obligation under this Commitment will end and the Company’s only liability will be under the Policy. 7. IF THIS COMMITMENT IS ISSUED BY AN ISSUING AGENT The issuing agent is the Company’s agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company’s agent for closing, settlement, escrow, or any other purpose. 8. PRO-FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro-forma policy illustrating the coverage that the Company may provide. A pro-forma policy neither reflects the status of Title at the time that the pro-forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. 9. CLAIMS PROCEDURES This Commitment incorporates by reference all Conditions for making a claim in the Policy to be issued to the Proposed Insured. Commitment Condition 9 does not modify the limitations of liability in Commitment Conditions 5 and 6. 10. CLASS ACTION ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS COMMITMENT, INCLUDING ANY SERVICE OR OTHER MATTER IN CONNECTION WITH ISSUING THIS COMMITMENT, ANY BREACH OF A COMMITMENT PROVISION, OR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS COMMITMENT, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS OR REPRESENTATIVE PROCEEDING. ANY POLICY ISSUED PURSUANT TO THIS COMMITMENT WILL CONTAIN A CLASS ACTION CONDITION. CATIC By JAMES M. CZAPIGA, PRESIDENT This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by CATIC. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. CATIC Form PC-VT (8-2021) ALTA Commitment for Title Insurance (7-1-2021) Page 66 of 247  101 Corporate Place, Rocky Hill, CT 06067 Property Description Re: Austin Drive, Burlington, VT 05401 Being the lands and premises identified as “Land To Be Conveyed to the City of Burlington Area = 0.73 Acres” on the plan entitled “Boundary Survey Land of Ledgewood I Condominium To Be Conveyed To The City of Burlington” prepared by Krebs and Lansing Consulting Engineers, Inc. as Project 23159, dated June 1, 2023 and recorded in Map Slide 595B of the City of Burlington Land Records. Being a portion of the lands and premises declared as a Common Element of the Ledgewood I Condominium (the “Condominium”), a common interest community established by Declaration dated January 15, 1981 and recorded January 15, 1981 in Volume 271 at Page 481 of the City of Burlington Land Records, as amended including, without limitation, by Amendment dated June 21, 1982 and recorded in Volume 283 at Page 141 of the City of Burlington Land Records (the “Declaration”). Being a portion of the lands and premises conveyed by Warranty Deed from Thomas Cholnoky, Imre Cholnoky, William C. Brooks, Ralph F. Brook, d/b/a Champlain Associates to Ledgewood Associates dated January 12, 1981 and recorded January 15, 1981 in Volume 272 at Page 669 of the City of Burlington Land Records, and is described more particularly in the Declaration. Reference is made to a letter from Ledgewood Home Owners (“Master”) Association Board to Ledgewood I Condominium Association Board dated March 13, 2019 and recorded in Volume 1437 at Page 193 of the City of Burlington Land Records by which Ledgewood Home Owners (“Master”) Association disclaimed “any right, title or interest in or to” the Property, which is described therein with reference to a Warranty Deed from Ledgewood Associates to Ledgewood Home Owners Association dated January 27, 1993 and recorded January 29, 1993 in Volume 473 at Page 126 of the City of Burlington Land Records. Reference is hereby made to said deeds and their records, to all references therein and to the Stowe Land Records in aid of this description.” CATIC VT (8-2021) Property Description ALTA Title Insurance (7-1-2021) Page 67 of 247 EX-C WARRANTY DEED KNOW ALL PERSONS BY THESE PRESENTS, that Ledgewood I Condominium Association, an unincorporated Vermont association with its principal place of business in the City of Burlington, County of Chittenden and State of Vermont, and Ledgewood I Condominium Homeowners’ Association, Inc., a Vermont nonprofit corporation ("Grantor"), in consideration of the sum of Ten and More Dollars paid to its full satisfaction by the City of Burlington, a Vermont municipal corporation situated in Chittenden County, Vermont ("Grantee"), by these presents, does freely GIVE, GRANT, SELL, CONVEY and CONFIRM unto the said Grantee and to its successors and assigns forever, the following lands and premises with all appurtenances thereto located in the City of Burlington, County of Chittenden, and State of Vermont (the “Property”) described as follows, viz: Being the lands and premises identified as “Land To Be Conveyed to the City of Burlington Area = 0.73 Acres” on the plan entitled “Boundary Survey Land of Ledgewood I Condominium To Be Conveyed To The City of Burlington” prepared by Krebs and Lansing Consulting Engineers, Inc. as Project 23159, dated June 1, 2023 and recorded in Map Slide __ of the City of Burlington Land Records. Being a portion of the lands and premises declared as a common element by Declaration of Ledgewood I Condominium made by Ledgewood Associates, a Vermont general partnership, dated January 15, 1981 and recorded in Volume 271 at Page 481 of the City of Burlington Land Records, as amended (the “Declaration”) including, without limitation, by Amendment dated June 21, 1982 and recorded in Volume 283 at Page 141 of the City of Burlington Land Records, which authorized and required the dedication of the property conveyed hereby to the City of Burlington for use as a public roadway. The Declaration identifies the association of unit owners that manages the common elements of the condominium as Ledgewood I Condominium Association, an unincorporated association, however, the unit owners have also formed a Vermont nonprofit corporation called Ledgewood I Condominium Homeowners’ Association, Inc. to manage those same common elements; accordingly, this deed is executed by both entities. The Property shall be used for the purpose of: (a) operating, maintaining, repairing, replacing and reconstructing an existing public roadway; and (b) operating, maintaining, repairing, replacing and reconstructing stormwater collection, detention and disposal infrastructure, including swales, pipes and catch basins, and associated appurtenances and equipment and other related facilities and improvements. By acceptance of this Deed, Grantee acknowledges and agrees that it has received all necessary certifications and test results, and it has performed all investigations, it deems necessary to accept the above-mentioned improvements in their "as-is, where-is" condition. By its conveyance of the Property, Grantor intends for the Property to longer be subject to the Declaration, to the Grantor’s bylaws or rules and regulations, or to any other term or condition associated with the Property’s prior status as a common element of a common interest community, except with respect to Grantor’s management of any private utilities that may be located upon or within the Property. The Property is conveyed subject to and with the benefit of: (1) applicable provisions of state laws and regulations, municipal ordinances, public laws and special acts; (2) all rights of the public and others legally entitled thereto in any portion of the Property lying within the boundaries of a public road, way, street, trail, or alley, not meaning to reinstate any claims barred by operation of the Vermont Marketable Record Title Act, 27 V.S.A. § 601 et seq.; (3) the requirements of applicable federal, state and municipal laws, ordinances, regulations, permits and approvals pertaining to the Property, as each may be modified or amended from time to time; (4) all existing utilities located upon or within the Property, including any associated easements; and WARRANTY DEED - AUSTIN ROAD ENTRY TO CITY OF BURLINGTON (00512915-3XA9531) Page 68 of 247  (5) the reservation by Grantor of an easement to install, inspect, maintain, repair and replace all private utilities owned or maintained by Grantor and located within the Property. Reference is made to a letter from Ledgewood Home Owners (“Master”) Association Board to Ledgewood I Condominium Association Board dated March 13, 2019 and recorded in Volume 1437 at Page 193 of the City of Burlington Land Records by which Ledgewood Home Owners (“Master”) Association disclaimed “any right, title or interest in or to” the Property, which is described therein with reference to a Warranty Deed from Ledgewood Associates to Ledgewood Home Owners Association dated January 27, 1993 and recorded January 29, 1993 in Volume 473 at Page 126 of the City of Burlington Land Records. Ledgewood Home Owners Association joins in the execution of this deed to remise, release and forever quit claim any and all right, title, and interest that it may have in and to the Property and to covenant with the Grantee that from and after the execution of this deed it will have and claim no right in or to the Property. Reference is hereby made to the above-referenced instruments, plans and deeds and the records thereof, and the references therein made all in further aid of this description. TO HAVE AND TO HOLD the Property, with all the privileges and appurtenances thereto, to Grantee, the City of Burlington, and to its successors and assigns, to their own use and behoof forever; and Grantor, Ledgewood I Condominium Association and Ledgewood I Condominium Homeowners’ Association, Inc., each for itself and its successors and assigns, does covenant with the said Grantee and its successors, and assigns, that until the ensealing of these presents, Grantor is the sole owner of the Property, and has good right and title to convey the same in the manner aforesaid, that the Property is FREE FROM EVERY ENCUMBRANCE, except as aforementioned; and Grantor hereby engages to WARRANT and DEFEND the same against all lawful claims whatever, except as aforesaid. Signature Page to Follow WARRANTY DEED - AUSTIN ROAD ENTRY TO CITY OF BURLINGTON (00512915-3XA9531) Page 69 of 247 IN WITNESS WHEREOF, the undersigned does hereby execute this Warranty Deed on _______________, 2023. Ledgewood I Condominium Association Ledgewood I Condominium Homeowners’ Association, Inc. By: _____________________________________ Andrew Prendimano Treasurer and Authorized Agent STATE OF VERMONT COUNTY OF CHITTENDEN, SS. This deed was acknowledged before me on ____________ __, 2023 by Andrew Prendimano as Treasurer and Authorized Agent of Ledgewood I Condominium Association and of Ledgewood I Condominium Homeowners’ Association, Inc. Before me, _______________________________ Notary Public State of Vermont My commission expires: 1.31.25 My credential number: _______________ Ledgewood Home Owners Association By: _____________________________________ Betsy Liley President and Authorized Agent STATE OF VERMONT COUNTY OF CHITTENDEN, SS. This deed was acknowledged before me on ____________ __, 2023 by Betsy Liley as President and Authorized Agent of Ledgewood Home Owners Association. Before me, _______________________________ Notary Public State of Vermont My commission expires: 1.31.25 My credential number: _______________ WARRANTY DEED - AUSTIN ROAD ENTRY TO CITY OF BURLINGTON (00512915-3XA9531) Page 70 of 247 EX-D Ledgewood I 5/8" capped rebar found 30" above Condominium SITE grade "LS 415" Homeowners' S5 8° 19 5/8" capped rebar Association found flush "LS 415" 80 '33" .00 E Inc. 1° 4 16 3'23 6.7 "E 80 Austin Drive, Burlington, Vermont °46'1 N3 8 9"E 123 .62 N17 5/8" capped rebar found S5 16" above grade "LS 415" 8° N58°19'33"W 1.50' from a 1 19 9'33 calculated corner 9.9 "E Ledgewood I Condominium 3 S58°19'33"E 1.50 164 Main Street, Suite 201 P: (802) 878-0375 Colchester, Vermont 05446 www.krebsandlansing.com LAND TO BE 50 CONVEYED TO THE L=19.88, R=193.70 N5 .0 8° 19 0 CITY OF '33 BURLINGTON "W S34°31'01"W AREA = 0.73 ACRES 19.87' 4"x4" concrete monument found flush 6"x6" concrete N5 200. 8° 0 monument found 19 0 S31°34'35"W '33 4" below grade "W L=50.61, R=1402.39 49.55 S32°36'37"W 50.61' L=48.27, R=1239.45 BOUNDARY S34°41'43"W 48.27' SURVEY 6"x6" concrete monument found LAND OF LEDGEWOOD I 12" above grade CONDOMINIUM TO BE CONVEYED TO THE CITY OF BURLINGTON S3 140 5° . 35 36 6"x6" concrete monument found '15 16" above grade "W Boundary Survey B-1 Page 71 of 247 EX-E NEW SIDEWALK AUSTIN DR NEW BIKE PATH Page 72 of 247 EX-F Page 73 of 247 Page 74 of 247 Page 75 of 247 Page 76 of 247 Page 77 of 247 Page 78 of 247  EX-G Resolution Relating to RESOLUTION________ Sponsor(s): Introduced: ____________________ AUTHORIZATION TO ACCEPT THE DEDICATION IN Referred to: ____________________ FEE OF A PORTION OF LEDGEWOOD CIRCLE ______________________________ Action: ________________________ Date: __________________________ Signed by Mayor: ________________ CITY OF BURLINGTON In the year Two Thousand Twenty-Five……………………………………………………………………… Resolved by the City Council of the City of Burlington, as follows: 1 That WHEREAS, the Ledgewood I Condominium Association and Ledgewood I Condominium 2 Homeowner’s Association, Inc., a Vermont nonprofit corporation (collectively, “Ledgewood”), own in fee 3 that certain portion of Ledgewood Circle more particularly described in Exhibit A hereto (the “Property”); 4 WHEREAS, Ledgewood desires to dedicate the Property to the City in fee, by warranty deed, for 5 right-of-way purposes (the “Dedication”); and 6 WHEREAS, on May 27th, 2025 the Transportation, Utilities, and Energy Committee, considered the 7 Dedication and recommended that the City Council accept it; and 8 WHEREAS, for reasons explained in the staff report attached hereto as Exhibit B, the City Council 9 desires to accept the Dedication; 10 NOW, THEREFORE, BE IT RESOLVED THAT the City Council authorizes the Director of the 11 Department of Public Works or designee to accept the Dedication on behalf of the City and to execute such 12 instruments, subject to approval as to form by the City Attorney, and to take all such other actions, as may be 13 necessary or convenient to effectuate the objects of this Resolution. 14 15 lb/ER/Resolutions 2025/Ledgewood_Circle_Acceptance Page 79 of 247  Board of Finance and City Council Submission Checklist Version: April 2025 Department: DPW Tech Services Submitter: Caleb Manna Title/Subject: Ledgewood Circle Street Acceptance Approval Requested: Meeting Date: ☒ Board of Finance 6/16/2025 ☐ City Council 6/23/2025 ☐ Both BOF and Council Click or tap to enter a date. Instructions 1. This form must be completed by the person submitting the materials. 2. This form must be sent with the final submission of materials in advance of the meeting. 3. Do not indicate that a sign-off was received until it has actually been obtained. 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys. 5. Name the reviewing Attorney or HR Manager in the Note column. Signoff Needed Received? Approval Date Note Department Head Yes 5/14/2025 C. Spencer Mayor’s Office Yes 6/9/2025 E. Jacobson Board/Commission Yes 5/27/2025 TUEC City Attorney’s Office for memo and Yes 5/14/2025 E. Ramakrishnan contracts or legal documents City Attorney’s Office for memo and Yes 5/14/2025 E. Ramakrishnan motion(s) or resolution(s) CAO for budget, financing, and memo Yes 6/9/2025 K. Schad Human Resources, if personnel action N/A Click or tap to Click or tap here to enter text. or policy enter a date. CIO, if IT-related N/A Click or tap to Click or tap here to enter text. enter a date. Page 80 of 247 TO: City of Burlington, Board of Finance City of Burlington, City Council FROM: Patrick Leahy Burlington International Airport Nicolas Longo, Director of Aviation DATE: June 16, 2025 SUBJECT: Request to execute a Non-Aeronautical Facility Lease Agreement with Beta Technologies for an industrial building located at 25 Customs Drive REQUEST The Patrick Leahy Burlington International Airport ("the Airport" or "BTV") respectfully requests approval and authorization to enter into a lease agreement with Beta Technologies for the use of a non- aeronautical, industrial facility located at 25 Customs Drive, South Burlington, Vermont. EXECUTIVE SUMMARY Background The property located at 25 Customs Drive is owned by the Airport and was previously leased to a long-term tenant whose business has grown significantly and recently relocated to accommodate their expansion needs. With the vacancy of the building, the Airport initiated a formal process to identify a new tenant by engaging Donahue & Associates, a commercial real estate firm, to actively market the property and solicit interest from potential occupants. Following the advertisement, Beta Technologies was the sole respondent expressing interest in the site. Recognizing the strategic importance of securing a reputable, mission-aligned tenant quickly, the Airport entered into lease negotiations with Beta Technologies with the goal of minimizing vacancy time and continuing productive use of the facility. The property consists of approximately 0.8 acres of land and includes a 15,680 square foot industrial building. The structure is well-suited for light industrial use, and the location is proximate to both the airfield and Beta Technologies' current operations, providing a strong fit for their continued growth and investment in the region. Page 81 of 247  Page 2 of 2 Lease Terms The proposed lease includes the following key terms: • Initial Term: 5 years • Renewal Option: One 5-year extension • Rental Rate: $16,666 per month, or $200,000 annually The proposed rental rate is consistent with the rate paid by the previous tenant, aligning with current market conditions for industrial space in this location. The lease agreement is structured to ensure continued revenue to the Airport’s non-aeronautical income stream while supporting local innovation and economic development. Conclusion This lease represents a strategic opportunity for BTV to partner further with Beta Technologies—a rapidly growing and nationally recognized aviation and technology company with deep ties to the region. The reuse of this facility supports local job growth, maintains full utilization of Airport assets, and aligns with BTV’s mission to be a hub for innovation and sustainable development. We respectfully request the approval and authorization to proceed with finalizing and executing the lease agreement with Beta Technologies. MOTIONS: Board of Finance: 1. “To approve and recommend that the City Council authorize the Mayor of the City of Burlington to execute the Non-aeronautical Facility lease agreement, subject to final review and approval by the City Attorney’s Office, and to take such further actions and execute such further instruments approved as to form by the City Attorney’s Office as may be necessary or convenient to effectuate the transactions contemplated hereby.” City Council: 1. To authorize the Mayor of the City of Burlington to execute the Non-aeronautical Facility lease agreement, subject to final review and approval by the City Attorney’s Office, and to take such further actions and execute such further instruments approved as to form by the City Attorney’s Office as may be necessary or convenient to effectuate the transactions contemplated hereby.” Page 82 of 247  [This copy for illustrative purposes only. Title page, TOC, and Opening Paragraph Omitted for Formatting Reasons] RECITALS WHEREAS, the City is the owner and operator of the Patrick Leahy Burlington International Airport in South Burlington, Vermont (the “Airport”); WHEREAS, the City has the right, title and interest in and to the real property on the Airport, together with the facilities, easements, rights, licenses, and privileges hereinafter granted, and has full power and authority to enter into this Agreement in respect thereof; WHEREAS, the City owns that certain real property and facilities located within the Airport legally described and/or depicted on Exhibit A attached hereto and made part hereof, which has an address of 25 Customs Drive, South Burlington, Vermont 05403 and consists of a parcel of land measuring approximately 36,060 square feet, more or less, (the “Property”) upon which is located a facility measuring 15,680 square feet, more or less, together with its existing appurtenances, fixtures, and equipment (“Existing Facilities”) (collectively the Property and the Existing Facilities, are referred to herein as the “Leased Premises”); WHEREAS, the City desires to lease the Leased Premises to Lessee for nonaeronautical administrative and light manufacturing purposes related to Lessee’s aeronautical business at the Airport; and WHEREAS, the Parties hereto wish to memorialize their agreement herein and they agree as follows: AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, which by this reference are hereby incorporated into this Agreement, and the mutual covenants contained in this Agreement, the Parties hereto hereby agree as follows: ARTICLE 1 DEFINTIONS Section 1.1 Definitions. 1.L. “Agreement” shall have the meaning set forth in the Preamble. 2.M. “Airport” shall mean the Patrick Leahy Burlington International Airport located in South Burlington, Vermont. 1 CITY LESSEE Page 83 of 247  3.N. “Airport Rules and Regulations” shall mean all Airport rules, regulations, and policies adopted by the City, including but not limited to the Airport rules and regulations in Appendix E of the City Charter, as may be amended from time to time. 4.O. “Applicable Laws and Regulations” shall mean any and all existing and future federal, state, and local laws, rules, and regulations (as amended or otherwise modified from time to time) that are applicable to this Agreement, Lessee’s construction of the Improvements, and Lessee’s use, occupancy, or operations at the Leased Premises, which include, but are not limited to, all laws, statutes, ordinances, regulations, rules, orders, writs, judgments, decrees, injunctions, directives, rulings, guidelines, standards, codes, policies, common law, and other pronouncements of any kind having the effect of law that may be applicable at any time during the Term, including, but not limited to, the Airport Rules and Regulations, the Grant Assurances, master plans and zoning codes, Environmental Laws, any and all plans and programs developed in compliance with such requirements. P. E. “Authorized Use” shall mean the nonaeronautical use and occupancy of the Leased Premises by Lessee to: (i) construct and/or install the Improvements in order to renovate the Existing Facilities in accordance with theapproved Plans and Specifications, including but not limited to the completion of office and manufacturing spaces to support Lessee’s operations on the Airport; (ii) conduct administrative and light manufacturing activities related to Lessee’s operations at the Airport, and to conduct other nonaeronautical activities in support of such operations; and (iii) to otherwise perform any of Lessee’s obligations, rights, or privileges set forth in this Agreement upon the Leased Premises, subject to the terms and conditions herein. 5.Q. “Base Rent” shall have the meaning set forth in Section 3.1(A) herein. 6.R. “City” shall mean the City of Burlington, Vermont, a municipal corporation under the laws of the State of Vermont, located in Chittenden County, Vermont. 7.S. “Cure Period” shall have the meaning set forth in Section 10.1(A). 8.T. “Default” shall mean Lessee’s or the City’s breach of this Agreement as set forth in Sections 10.1(A) and 10.2(B), respectively. 9.U. “Electronic Payment” shall have the meaning set forth in 0 herein. 10.V. “Electronic Payment Notice” shall have the meaning set forth in 0 herein. L. “Environmental Laws” shall mean all and include all applicable federal, state, local statutes, ordinances, regulations and rules relating to protection of environmental quality, and human health, and safety, (as relates to exposure to Hazardous Materials), including contamination and clean-up of Hazardous Materials, as they currently exist or may exist in the future, including, without limitation, the Vermont Hazardous Waste Management Regulations; the Clean Air Act, 42 U.S.C. §7401 et seq.; the Clean Water Act, 33 U.S.C. §1251 et seq., the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. §1401 et seq.; the Noise Control Act, 42 2 CITY LESSEE Page 84 of 247  U.S.C. §4901 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. §300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., as amended by the Superfund Amendments and Reauthorization Act, and the Emergency Planning and Community Right to Know Act, and the Radon Gas and Indoor Air Quality Research Act; the Hazardous Material Transportation Act, 49 U.S.C. §9601 et seq.; the Toxic Substance Control Act, 15 U.S.C. §2601 et seq.; the Atomic Energy Act, 42 U.S.C. §2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. §1010 et seq.42 U.S.C. §1010 et seq.; all applicable environmental statutes of the State of Vermont, along with the regulations adopted and guidelines promulgated pursuant thereto, and all local laws, regulations, and ordinances insofar as they are equivalent or similar to the federal laws recited above or purport to regulate Hazardous Materials, and judicial precedent of each of the foregoing. M. M. “Existing Facilities” shall have the meaning set forth in the Recitals. N. N. “FAA” shall mean the United States Federal Aviation Administration. O. O. “FF&E” shall mean movable furniture, fixtures, and other equipment that are not permanently affixed to the Leased Premises. P. P. “Force Majeure Event” shall mean an act or event, whether foreseen or unforeseen, that prevents a Party in whole or in part from performing as provided in this Agreement, that is beyond the reasonable control of and not the fault of such Party, and that such Party has been unable to avoid or overcome by exercising due diligence, and may include, but is not limited to, acts of nature, pandemic, war, riots, strikes, accidents, fire, and changes in law. Q. Q. “Governmental Authority” or “Governmental Authorities” shall mean any federal, state, county, municipal, or other governmental entity (including but not limited to the City in its governmental capacity), or any subdivision thereof, with authorityregulatory or administrative authority, pursuant to Applicable Laws and Regulations, over Lessee, Lessee’s operations, the Authorized Use, the Airport, or aeronautical or nonaeronautical operations at or with respect to the Airport. R. R. “Grant Assurances” shall have the meaning set forth in Section 12.5.0. 11.S. S. “Hazardous Materials” includesshall mean any flammable explosives, radioactive materials, material, substance or waste that is defined, listed or regulated as hazardous materials, hazardous waste, hazardous or , toxic substances, , a pollutant, a contaminant, or words of similar import and meaning under any Environmental Law, including oil or petroleum products, and asbestos, or related materials; including as the same are defined in the Environmental Laws.. 12.T. “Homeland Security” shall mean the United States Department of Homeland Security. 3 CITY LESSEE Page 85 of 247  U. U. “Improvements” shall mean any and all buildings, structures, fixtures, appurtenances, site work, site utilities, or other improvements, including tenant improvements, to be located, installed, or constructed on the Leased Premises by Lessee to renovate the Existing Facilities in accordance with the Plans and Specifications, but shall not include the Existing Facilities. 13.V. V. “Leased Premises” shall have the meaning set forth in the Recitals and as further described and/or depicted in Exhibit A. W. “Lessee” shall have the meaning set forth in the Preamble.X. 14.X. “Lessee’s Associates” shall mean Lessee’s employees, officers, directors, personnel, approved sublessees, contractors, subcontractors, suppliers, agents, invitees, and other representatives. Y. “License Area” shall have the meaning set forth in Section 2.2. Z. “SIDA” shall mean the Secure Identification Display Area as designated by the City. AA. “Term” shall mean the duration of time in which this Agreement is effective, inclusive of the original term and any extensions thereof as specified in Section 2.3. 15.BB. BB. “Option Term” shall have the meaning set forth in Section 2.3 16.CC. CC. “Plans and Specifications” shall have the meaning set forth in Section 6.2. DD. DD. “Property” shall have the meaning set forth in the Recitals. EE. EE. “Rent Adjustment Date” shall mean the date upon which Rent is adjusted pursuant to Section 3.1(B). 17.FF. FF. “Rent” shall mean all amounts due and payable under this Agreement in accordance with 0, including but not limited to Base Rent, any adjustments thereto, charges, fess, and any interest accruing on the same. GG. GG. “Rent Commencement Date” shall mean the date upon which Lessee shall commence the payment of Base Rent, which shall be the earlier of the date that is (i) three (3) months following Lessee’s receipt of a certificate of occupancy or (ii) nine (9) months from the Effective DateSeptember 1, 2025. . HH. HH. “TSA” shall mean the United States Transportation Security Administration. 4 CITY LESSEE Page 86 of 247  II. II. “Year” as used in this Agreement shall mean the twelve-month period beginning on the Effective Date, with successive years commencing on the anniversary of the Effective Date. ARTICLE II LEASE OF LEASED PREMISES; TERM Section 2.1 Lease of Leased Premises. The City hereby leases to Lessee, and Lessee hereby rents from the City for its exclusive use, the Leased Premises for and during the Term, upon and subject to the terms, provisions, and conditions set forth in this Agreement. Section 2.2 Parking. The City hereby grants to Lessee a non-exclusive license to use and allow Lessee’s Associates to use, for purposes related to the Authorized Use, twenty-six (26) parking spaces within the parking lot associated with and adjacent to the Leased Premises, which unassigned parking spaces shall be available twenty-four (24) hours per day, seven (7) days per week, on a first- come, first-serve basis (the “License Area”). Section 2.3 Term. The term of this Agreement shall be for a period of five (5) years commencing on the Effective Date, and unless sooner terminated pursuant to the provisions of this Agreement (the “Term”). The Term may be extended by one (1) optional renewal for an additional five (5) years ( “Option Term”). Lessee shall submit a written request to exercise the Option Term to the City not more than one (1) year and not less than ninety (90) days prior to the scheduled expiration of the Term, and the City may grant or deny the Option Term in its reasonable discretion. If the City does not provide Lessee with written notice of decision to grant or deny the Option Term within thirty (30) days of Lessee’s request to exercise such Option Term, the City shall be deemed to have granted the Option Term. Any reference to the “Term” herein shall be inclusive of the Option Term, if exercised and granted. Section 2.4 Holding Over; Rights at Expiration. A. Holding Over. If Lessee retains all or any portion of the Leased Premises after the termination of the Term by lapse of time or otherwise, such holding over shall constitute the creation of a tenancy at will with respect to such retained portion, terminable by the City at any time upon thirty (30) days prior written notice to Lessee. Under such tenancy at will, Lessee agrees to pay to the City as liquidated damages, and not as a penalty, One Hundred Fifty Percent (150%) of the amount otherwise payable hereunder (at the level applicable for the immediately preceding Rent Adjustment Date) that would have been due during the period of time Lessee remains in possession of the Leased Property. All provisions of this Agreement shall remain in full force and effect during such holdover period. The City’s acceptance of Rent after such termination shall not result in a renewal of this Agreement, nor affect the City’s right of re-entry or any rights of the City hereunder or as otherwise provided by law. If Lessee fails to vacate the Leased Premises despite the City’s termination and demand(s) to vacate, Lessee shall indemnify and hold the City harmless from all loss or liability including, without limitation, any claim made by any succeeding lessee resulting from such failure to surrender, together with interest, reasonable attorney’s fees, costs, and expenses. 5 CITY LESSEE Page 87 of 247  B. Ownership of Improvements Upon Termination. Upon the expiration or termination of the Term, any Improvements and permanent fixtures on the Leased Premises shall immediately become property of the City and no compensation will be paid by the City for any such Improvements or fixtures. Lessee agrees that neither it nor any successor or assign of Lessee will pursue or file any claim against the City claiming compensation for the cost of any Improvements under a theory of condemnation inverse or otherwise or for any taking and further releases the City from any claim, presently or in the future, of any damages related to this Section 2.4(B). 18.C. Return of Premises. Upon the expiration or termination of the Term, Lessee shall at its own expense: (i) deliver the Leased Premises to the City in as good a condition as of the Effective Date (or if later improved, as so improved), the condition of the space prior to it being delivered is documented in photos included in Exhibit B attached hereto, excepting only casualty, condemnation, and normal wear and tear; (ii) remove all of Lessee’s personal property (including its FF&E and trade fixtures, if any) and possessions from the Leased Premises. Lessee shall, at its sole cost and expense, repair any damage to the Leased Premises caused by Lessee’s removal of such personal property. Any of Lessee’s personal items remaining in or on the Leased Premises after the expiration or termination of this Agreement shall be deemed abandoned by Lessee and become the sole property of the City. Section 2.5 City right of Entry A. Inspection of Leased Premises. The City, through its duly authorized agents, shall have at any time the full and unrestricted right to enter the Leased Premises for the purpose of periodic inspection for fire protection and maintenance and to investigate compliance with the terms of this Agreement; provided that, except in the case of emergency, such right shall be exercised upon reasonable prior notice to Lessee and with an opportunity for Lessee to have an employee or agent present, and will not unreasonably interfere with Lessee’s Authorized Use of the Leased Premises. Lessee shall provide the Director of Aviation with serviceable keys to all of its facilities to permit the exercise of the City’s rights hereunder. B. B. Facility Maintenance. The City, through its duly authorized agents, shall have the right to enter the Leased Premises, upon reasonable prior notice to Lessee and with an opportunity for Lessee to have an employee or agent present, to (i) perform essential maintenance, repair, relocation, or removal of existing underground or overhead facilities owned by the City, including but not limited to wires, pipes, drains, cables, and conduits located on or across the Leased Premises, and (ii) to construct, maintain, repair, relocate, and remove such facilities in the future if necessary to carry out the master plan of development of the Airport, provided that such work shall not unreasonably disrupt or unduly interfere with the Authorized Use or permitted operations of Lessee. Nothing herein shall be construed to impose upon the City any obligations to construct or maintain or to make repairs, replacements, alterations, or additions, or shall create any liability for any failure to do so, except as otherwise set forth in Article VIII, Section 6.2, Section 6.3, and this section. Furthermore, nothing herein shall be construed to lessen Lessee’s responsibilities under Section 6.2. The City shall not be liable for any damage to the Leased Premises, any other property in Lessee’s possession, or any other persons, improvements, or personal property located in or thereupon, other 6 CITY LESSEE Page 88 of 247 than to repair or remedy such damage as may be occasioned by any activity undertaken by the City under this sectionAgreement. 2.6 Ownership of Leased Premises. The City and Lessee intend and hereby agree that the Leased Premises shall be and remain the property of the City during the entire term of this Agreement and thereafter. ARTICLE III RENTAL; SECURITY DEPOSIT Section 3.1 Rent. In consideration for the use of the Leased Premises herein granted, Lessee shall pay to the City the rental amounts as set forth below (the “Rent”). A. Base Rent. Beginning on the Rent Commencement Date, Lessee shall pay to the City Rent equaling a total annual sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00), payable in equal monthly installments of SIXTEEEN THOUSAND SIX HUNDRED AND SIXTY SIX DOLLARS AND SIXTY SIX CENTS ($16,666.66) (the “Base Rent”). A.B. Rent Adjustment. Beginning in the second (2nd) Year of the Term, the Base Rent shall be increased on each anniversary of the Effective Date during the Term (each a “Rent Adjustment Date”) by two and one-half percent (2.5%) annually. Section 3.2Insufficient Funds Charge. . There shall be an extra charge of THIRTY DOLLARS ($30.00) on any check returned by the bank for insufficient funds or account not existing. Section 3.3 Time and Place of Payments. Lessee shall pay the City Rent on a monthly basis without demand and in advance on or before the first (1st) day of each calendar month during the Term. If the Rent Commencement Date does not fall on the first (1st) day of a calendar month, Lessee shall pay to the City, on or before the Rent Commencement Date, Rent prorated for the first (1st) month of the Term. Lessee shall pay to the City Rent, Additional Rent, and all other amounts due and payable under this Agreement to the City by check, made at the office of the Director of Aviation, Burlington International Airport, located at 1200 Airport Drive #1, South Burlington, Vermont 05403, or in the manner otherwise prescribed by the City after written notice to Lessee. Section 3.4 Electronic Payment. Upon no less than thirty (30) days prior written notice to Lessee (the “Electronic Payment Notice”), the City shall have the right to require Lessee to make subsequent payments of Rent, any additional back rent, and other monies due pursuant to the terms of this Agreement by means of electronic funds transfer determined by the City in its sole and absolute discretion (the “Electronic Payment”). The Electronic Payment Notice shall set forth the proper bank ABA number, account number, and designation of the account to which such Electric Payment shall be made. Lessee shall promptly notify the City in writing of any additional information that will be required to establish and maintain Electronic Payment from Lessee’s bank or financial institution. The City shall have the right, after at least ten (10) days prior written notice to Lessee, to change the name of the depository for receipt of any Electronic Payment and to discontinue payment of any sum by Electronic Payment. 7 CITY LESSEE Page 89 of 247  Section 3.5 Failure to Pay Rent, Fees, or Charges. In the event Lessee fails to make timely payment of any Rent, fees, charges, or other amounts due and payable in accordance with the terms of this Agreement within ten (10) days of the date due, interest at the rate of two and one half percent (2.5%) shall accrue against the delinquent amounts from the date due until the date payment is received by the City. Notwithstanding the foregoing, the City shall not be prevented from utilizing the remedies under this Agreement or otherwise available at law or in equity to recover such delinquent amounts. Section 3.6 Security Deposit. Lessee shall deposit with the City upon the execution of this Agreement a sum equal to the first month’s Rent as a security deposit. Section 3.7 Additional Rent. Lessee shall pay as Additional Rent hereunder the following payments to the City in the manner prescribed herein. A. Real Estate Taxes. Lessee shall pay the City Lessee’s proportionate share of all real estate taxes paid by the City assessed against the Leased Premises in the relevant real estate assessment. Lessee’s proportionate share shall be calculated as the ratio that the total square footage of the Leased Premises bears to the total square footage of all other land and buildings included in the real estate assessment. B. Casualty Insurance. Lessee shall pay the City Lessee’s proportionate share of all casualty insurance paid by the City, including any premiums payable by the City covering the Leased Premises in which the building and improvements in which the Leased Premises isare located. C. Payment. All payments required this Section 3.7 shall be made in monthly installments by Lessee to the City on or before the first (1st) day of each calendar month, in advance, in an amount estimated by the City as evidenced by a written notice thereof, together with reasonable supporting documentation, delivered from the City to Lessee before the start of each Year. Within thirty (30) days after the end of each Year, the City shall provide Lessee with a statement (a “Reconciliation Statement”) showing in reasonable detail the actual amounts incurred by the City during such Year. Lessee shall be entitled to inspect and examine and/or have a reputable independent certified public accountant or other consultant, paid on a non-contingency basis, selected by Lessee audit the books and records of the City relating to the determination of the Reconciliation Statement. If Lessee disputes any amounts shown in the Reconciliation Statement after concluding its audit, Lessee shall give the City a notice specifying in reasonable detail the basis for Lessee’s disagreement and the amount of the Additional Rent payment refund Lessee claims is due. Lessee’s notice shall be delivered within ten (10) days after the date Lessee concludes its audit and no later than six (6) months after Lessee’s receipt of the Reconciliation Statement. The Parties shall make good faith efforts to reach mutual agreement on the claims made in Lessee’s notice. If the total amount paid by Lessee under this section for any Year during the Term shall be less than the actual amount due from Lessee for such Year, Lessee shall pay to the City the difference between the amount paid by Lessee and the actual amount due within ten (10) days after (i) Lessee’s receipt of the Reconciliation Statement, (ii) the date Lessee concludes its audit, or (iii) the Parties reach mutual agreement on the claims made in Lessee’s notice, as the case may be. If the total amount paid by Lessee hereunder for any Year of the Term shall exceed such actual amount due from Lessee for such Year, such excess shall be credited against the next monthly installment or installments of Additional Rent due from Lessee to the City hereunder or, 8 CITY LESSEE Page 90 of 247 if such excess occurs in the last lease Year, it shall be promptly paid to Lessee. For the Years in which this Agreement commences and terminates, the provisions of this section shall apply, and Lessee’s liability for its proportionate share of any taxes and assessments and insurance premiums for such Years shall be subject to a pro rata adjustment based on the number of days of said Years during which the Term of this Agreement is in effect. ARTICLE IV OCCUPANCY, USE, AND CONDITIONS OF LEASED PREMISES Section 4.1 Condition of Leased Premises. Lessee accepts the Leased Premises and License Area subject to the City fulfilling the final turnover responsibilities outlined in Exhibit C attached hereto. Lessee releases the City and holds it and its officers, directors, employees, and agents harmless for any claims arising out of any condition of the Leased Premises or License Area. Section 4.2 Construction of Improvements. A. Construction of Improvements.; Minimum Capital Investment. Lessee shall have access to the Leased Premises upon the Effective Date. In consideration for the abatement of Base Rent until the Rent Commencement Date, Lessee shall design, build, construct, complete, and furnish Improvements to the Existing Facilities at its own expense. sole cost, with an minimum expenditure of Fifty Thousand Dollars ($50,000) (“Minimum Capital Investment”) being made within the first year following the Effective Date. The City may request reasonable documentation from Lessee shall evidencing Lessee’s expenditures on the Minimum Capital Investment. Lessee shall complete the construction of theany Improvements in accordance with all governmental requirements, theapproved Plans and Specifications pursuant to Section 6.1, and all Applicable Laws and Regulations. Lessee shall commence construction on the Improvements within sixty (60) days of the Effective Date, and shall make reasonable efforts to complete the Improvements and obtain a certificate of occupancy no later than nine (9) months from the Effective Date. B. Modifications. Except as set forth in the Plans and Specifications, Lessee shall not make any structural or material modifications to the Leased Premises or the Improvements without the prior written consent of the City, which consent shall not be unreasonably withheld. All such modifications, once approved, shall comply with the requirements of this Agreement. Section 4.3 Access. Lessee and Lessee’s Associates may ingress and egress at all times across the common areas of the Airport (in the areas designated by the City, for the purposes for which they were designed, and as permitted by Applicable Laws and Regulations) on a non- exclusive basis and to the extent reasonably necessary for Lessee’s Authorized Use of the Leased Premises. Lessee shall comply, and shall cause Lessee’s Associates to comply, with any ground vehicle driver training program the City may require. During special events at the Airport, Lessee acknowledges that the standard operating procedure at the Airport may be altered such that egress and ingress to the Leased Premises may be altered by the City. The City will notify Lessee in writing of any special events or closures that will impede Lessee’s use of the Leased Premises, at least five (5) days prior to such alteration, and shall provide Lessee with a reasonable alternative for access to and from the Leased Premises. Lessee’s failure to comply with the altered procedure is 9 CITY LESSEE Page 91 of 247 a Default of this Agreement, which shall be subject to the Cure Period as set forth in Section 10.1(A) . Section 4.4 Use of Leased Premises and License Area. At all times during the Term, Lessee shall use the Leased Premises only for the Authorized Use subject to the terms and conditions of this Agreement. Additionally, Lessee shall only use, and permit Licensee’s Associates to use, the License Area for purposes related to Lessee’s Authorized Use of the Leased Premises. Section 4.5 No Unauthorized or Prohibited Use. Lessee and Lessee’s Associates shall use the Leased Premises and the Airport only for the Authorized Use and other purposes that are expressly authorized by this Agreement and shall not engage in any unauthorized or prohibited use of the same. Prohibited uses include, but are not limited to: restricting access on any road or other area that Lessee does not lease; placing waste materials on the Airport or disposing of such materials in violation of any Applicable Laws and Regulations; non-aeronautical uses that impede the aeronautical utility of the Airport; any use that would constitute a public or private nuisance or a disturbance or annoyance to other Airport users; driving a motor vehicle in a prohibited Airport location; the use of parking areas in a manner not authorized by the City; any use that would interfere with Airport operations, threaten the safety or efficiency of such operations or Airport users, or violate any Applicable Laws and Regulations; and any use that would be prohibited by or would impair coverage under either Party’s insurance policies or would cause an increase in the existing rate of insurance upon the Leased Premises. Section 4.6 Compliance with Laws. Lessee shall comply, and cause Lessee’s Associates to comply, with any and all Applicable Laws and Regulations and all permits and licenses which may be necessary or required for the Authorized Use, including but not limited to the construction of the Improvements. Upon the City’s written request, Lessee shall verify, within a reasonable time, compliance with any Applicable Laws and Regulations. Section 4.7 Permits and Licenses. Lessee, at its sole cost and expense, shall obtain and maintain in current status all permits and licenses that are required under any Applicable Laws and Regulations in connection with this Agreement, including but not limited to the Authorized Use, Lessee’s construction and/or installation of the Improvements, and Lessee’s use, occupancy, or operations at the Leased Premises or the Airport. Lessee shall furnish copies of all such permits and licenses to the City upon the request of the City. Section 4.8 Payment of Taxes. Lessee shall timely pay all taxes, fees, assessments, and levies related to Lessee’s use, occupancy, or operations at the Leased Premises or the Airport and all other obligations for which a lien may be created relating thereto (including, but not limited to, utility charges and work for any Improvements). Section 4.9 No Liens. Lessee shall pay for all labor done or materials furnished in the repair, replacement, maintenance, development, or improvement of the Leased Premises by Lessee and shall keep the Leased Premises, Improvements, and Lessee’s interest therein free and clear of any lien or encumbrance created by Lessee’s act or omission, or that of Lessee’s Associates. Within thirty (30) days of the filing of any lien or claim, Lessee shall pay all lawful claims made against the City and discharge all liens filed or which exist against the Leased Premises, the Improvements, or any other portion of the Airport (other than Lessee’s trade fixtures or trade equipment) to the extent such claims arise out of or in connection with labor done or materials furnished in the repair, 10 CITY LESSEE Page 92 of 247  replacement, maintenance, development or improvement of the Leased Premises. However, Lessee shall have the right to contest the amount or validity of any such claim or lien without being in default under this Agreement upon furnishing security in form acceptable to the City, in an amount equal to one hundred percent (100%) of such claim or lien, which insures that such claim or lien will be properly and fully discharged in the event that such contest is determined against Lessee or the City. Lessee shall give timely notice to the City of all such claims and liens of which it becomes aware. When contracting for any work in connection with the Leased Premises, Lessee shall include in such contract a provision prohibiting the contractor or any subcontractor or supplier from filing a lien or asserting a claim against the City’s real property or any interest therein. Lessee is solely responsible for ensuring that all requirements are met such that such lien waivers are effective and enforceable. Section 4.10 ADA. Lessee shall, at its own expense, comply with the standards for accessible design known as the Americans with Disabilities Act Accessibility Guidelines in designing, constructing, and operating the Improvements. Lessee shall be subject to this obligation regardless of whether any Governmental Authority requires the City to be the applicant of record. The City shall, at its own expense, ensure that the Existing FacilitiesLeased Premises comply with such guidelines. ARTICLE V REPRESENTATIONS AND WARRANTIES Section 5.1 Representations by the City. The City represents and warrants that it has the right, power, and legal capacity to enter into and perform its obligations under this Agreement, has duly executed and delivered this Agreement, and that this Agreement constitutes a legal, valid, and binding obligation of the City. Section 5.2 Representations by Lessee. Lessee represents and warrants that it has the right, power, and legal capacity to enter into and perform its obligations under this Agreement, has duly executed and delivered this Agreement, and that this Agreement constitutes a legal, valid, and binding obligation of Lessee. ARTICLE VI OBLIGATIONS OF LESSEE Section 6.1 Plans and Specifications. With respect to any Improvements, Lessee shall, at its sole cost and expense, select qualified architects and engineers to prepare, as applicable, the architectural, site, structural, mechanical and/or electrical drawings and specifications for the Improvements as required by the appropriate local planning and zoning authorities and pursuant to this Agreement and all Applicable Laws and Regulations (collectively, the “Plans and Specifications”). Before implementing the Plans and Specifications or any changes thereto, Lessee shall obtain the City’s prior written approval of such Plans and Specifications and any changes thereto, which approval shall not be unreasonably withheld. Section 6.2 Operations and Maintenance. The City shall make all capital repairs that it deems reasonably necessary to ensure continuous and sound operation of the Leased Premises, in its sole discretion, during the Term. As used herein, “capital repairs” includes repairs to the structure 11 CITY LESSEE Page 93 of 247 of the building on the Leased Premises and operating systems, including, without limitation, the foundation, roof, windows, doors, pavement, HVAC system, plumbing, and electrical. Lessee, at its sole cost and expense, shall be responsible for maintenance, other than capital repairs, of the Leased Premises, all Improvements, and all FF&E thereon in a condition that is clean, free of debris, safe, sanitary, and in good repair (including, without limitation, the Improvements to the foundation, roof, windows, doors, pavement, HVAC system, plumbing, and electrical). Lessee, at its sole cost and expense, shall at its own expense create, execute, and maintain a comprehensive snow removal and landscaping plan for the Leased Premises. Lessee shall perform all work, maintenance, and repairs in accordance with Applicable Laws and Regulations and in a good and workmanlike manner. Lessee shall promptly remedy any condition that fails to meet the standards set forth in this Section 6.2. Without limiting the foregoing obligations, Lessee shall not store on the Leased Premises any inoperable equipment, discarded or unsightly materials, or materials likely to create a hazard and shall not use areas outside of enclosed buildings for storage. Lessee shall store trash in covered metal receptacles and shall not accumulate or permit the accumulation of any trash, refuse, or debris on the Leased Premises. Any Hazardous Materials shall be governed by Article 7. Failure to maintain the Leased Premises, Improvements, or FF&E in a state of good repair or in the condition required by this Section 6.2 shall be a Default, which shall be subject to the Cure Period as set forth in Section 10.1(A). Section 6.3 Utilities. Lessee shall furnish to the Leased Premises and pay for all utilities, including but not limited to telephone, gas, electric power, water, heat, air conditioning, sewer, storm water, janitorial services, and garbage and trash removal associated with the Leased Premises and shall make such deposits as are required to secure service. Lessee shall be responsible for any water or sewer impact fees incurred by Lessee’s use of the Leased Premises. Any repairs of the utility lines other than those which are the responsibility of the utility service are the responsibility of Lessee., except that the City shall be responsible for repairing any damages the City causes to the utility lines. If utilities are billed to a common meter, Lessee shall pay to the City the pro-rated amount based on square footage of the Leased Premises, unless such utility usage results from an activity undertaken by the City within the Leased Premises. Section 6.4 Signs. Lessee shall not place, or cause to be placed, any sign or signs on the Leased Premises without the prior written consent of the City, which consent shall not be unreasonably withheld. In the event Lessee obtains the consent of the City, Lessee shall be responsible for all costs and labor associated with such signage. Section 6.5 Security. Lessee shall maintain the safety and security of the Leased Premises during the Term of this Agreement. Section 6.6 Obstruction Lights. Lessee shall, at its expense, provide and maintain obstruction lights on any structure on the Leased Premises if required by the City or FAA regulations. Any obstruction lights so required shall comply with the specifications and standards established for such installations by the City or FAA. Section 6.7 Trash, Garbage and Other Refuse. Lessee shall pick up, and provide for a complete and proper arrangement for the adequate sanitary handling and disposal, of all trash, garbage, and other refuse caused as a result of its operation on the Leased Premises. Lessee is responsible for disposal and payment of such services pursuant to Section 6.3. Lessee shall provide and use suitable covered metal receptacles for all such garbage, trash and other refuse on the Leased 12 CITY LESSEE Page 94 of 247 Premises. Lessee shall not pile boxes, cartons, barrels, pallets, debris or similar items in an unattractive or unsafe manner, on or about the Leased Premises. Section 6.8 Supervision. Lessee shall ensure that management, maintenance, and operation of the Leased Premises shall at all times be under the supervision and direction of an active, qualified, competent representative of Lessee. Upon the City’s request, Lessee shall identify such representative, and any successor, in writing to the City. ARTICLE VII ENVIRONMENTAL CONDITIONS Section 7.1 General Conditions. A. Environmental Representations. Notwithstanding any other provisions of this Agreement, and in addition to any and all other Agreement requirements, and any other covenants 13 CITY LESSEE Page 95 of 247  B. and warranties of Lessee, Lessee hereby expressly warrants, guarantees, and represents to the City, upon which the City expressly relies that: (i) Lessee shall comply, and cause all Lessee’s Associates to comply, with all applicable Environmental Laws in connection with its use and occupancy of the Leased Premises and any Airport facilities and property and accepts full responsibility and liability for such compliance. In the event of any noncompliance with Environmental Laws, Lessee shall take prompt and appropriate action to address the conditions causing the noncompliance and return to full compliance. (ii) Lessee is knowledgeable of any and all Environmental Laws without limitation which govern or which in any way applyapplicable to the direct or indirect resultsLessee’s use and impacts to the environment and natural resources due to, or in any way resulting from, the conduct by Lesseeoccupancy of its operations pursuant to or upon the Leased Premises and the Airport., including all operations conducted thereto. Lessee shall keep informed of future changes in Environmental Laws. (iii)Lessee and Lessee’s Associates have been fully and properly trained in the handling and storage of all Hazardous Materials and other pollutants and contaminants regularly used by Lessee or Lessee’s Associates on the Leased Premises, and such training complies with any and all Applicableapplicable Environmental Laws and Regulations. (iv)Lessee agrees that it will neither handle nor store any Hazardous Materials on the Leased Premises in excess of, and excepting, those quantities required to carry out the Authorized Use, if any, and that all such Hazardous Materials will be stored, used, and disposed of in accordance with all Applicableapplicable Environmental Laws and Regulations. (v) Lessee shall provide the City satisfactory documentary evidence of all such requisite legal permits and notifications required under any Environmental Law. (vi)Lessee agrees to cooperate with any investigation, audit, or inquiry by the City or any Governmental Authority regarding possible violation of any Environmental Laws at the Leased Premises. C. B. Generator of Hazardous Waste. If Lessee is deemed to be a generator of Hazardous Materials or hazardous waste, as defined by Applicableapplicable Environmental Laws and Regulations, Lessee shall obtain an EPA identification number and the appropriate generator permit and shall comply with all Environmental Laws imposed upon a generator of hazardous waste including, but not limited to, ensuring that the appropriate transportation and disposal of such materials are conducted in full compliance with Environmental Law. 14 CITY LESSEE Page 96 of 247  D. Inventory List. Lessee shall maintain an accurate inventory list (including quantities) of all such Hazardous Materials on the Leased Premises, whether stored, disposed of, or recycled by Lessee, which shall be available for inspection at any time on the Leased Premises by the City, fire department officials, or other personnel of Governmental Authorities having jurisdiction over the Leased Premises, for implementation of proper storage, handling, and disposal procedures. E. D. Notification and Copies. Notification of all activities relating to Hazardous Materials by Lessee shall be provided on a timely basis to the City or such other Governmental Authorities as required by the Applicableapplicable Environmental Laws and Regulations. In the event of any release or threatened release of Hazardous Materials caused by or discovered by Lessee or any Lessee Associate at, on, under, or about the Leased Premises or the Airport, or in, Lessee shall provide notice to the City of all known facts pertinent to such release or threatened release within twenty-four (24) hours of Lessee’s discovery of such release or threatened release. In the event any claim, demand, complaint, or action arising under Environmental Laws is made or taken against Lessee with respect to activities on the Leased Premises or the Airport, or if Lessee receives any notice pertaining to Lessee’s failure or alleged failure to comply with any Environmental Laws at the Leased Premises, Lessee shall notify the City of all known facts pertinent to such release, threatened release, claim, demand, complaint, action, or notice, and shall provide the City with copies of any and all claims, demands, complaints, notices, or actions so made no later than twenty- four (24) hoursthree days following receipt of the same. If Lessee is required by any Environmental Laws or applicable Governmental Authority to file any notice or report of a release or threatened release at, on, under or about the Leased Premises or the Airport, Lessee shall simultaneously provide a copy of such notice or report to the City. Lessee shall provide to the City the name of Lessee’s twenty-four (24)-hour emergency coordinator and his or her phone number in case of any release, spill, leak, or other emergency situation involving Hazardous Materials at the Leased Premises. F. E. Environmental Permits. Lessee at its expense, shall obtain, maintain, and comply with any and all permits required by any Environmental Laws to conduct the activities or business in which Lessee or Lessee’s Associates will engage on the Leased Premises. Lessee agrees to provide the City copies of all permit application materials, permits, monitoring reports, environmental response plan, and regulated materials storage and disposal plans relating to the Leased Premises. G. F. Recordkeeping. Lessee shall maintain, in an orderly and easily accessible manner, all correspondence and communications with any Governmental Authority, records, or other information evidencing its compliance with all Environmental Laws for all Hazardous Materials brought upon, kept, used, stored, generated or disposed of in, on or about the Leased Premises, or transported to or from the Leased Premises by Lessee or Lessee’s Associates. Lessee must maintain these records for the period of time as is required by Environmental Laws or ten (10three (3) years following termination of this Agreement, whichever time is longer; provided that, prior to their destruction, the City shall be provided notice and a reasonable opportunity to request delivery of an electronic copy of such records. 15 CITY LESSEE Page 97 of 247  H. G. Review of Environmental Documents. At the City’s written request, Lessee shall make available for inspection and copying, upon reasonable notice and at reasonable times, any and all non-privileged correspondence and communications with Governmental Authority, records, or other information, to the extent required to be maintained pursuant to this Article 7, evidencing its compliance with all Environmental Laws for all Hazardous Materials brought upon, kept, used, stored, generated, managed, or disposed of in, on, or about the Leased Premises, or transported to or from the Leased Premises by Lessee or Lessee’s Associates. I. Access for Environmental Inspection. The City shall have access to the Leased Premises upon reasonable prior written notice to inspect the same in order to confirm that Lessee is in compliance with the requirements of this Article 7; provided, however, that the City may enter the Leased Premises for such purposes without prior written notice in the event of an emergency pertainingthat, in the City’s reasonable discretion, poses an imminent risk of material harm to the environment or human health pursuant to Environmental Laws, as determined by the City. Lessee agrees to fully cooperate with any such inspections; provided that such inspections shall not unreasonably interfere with Lessee’s operations. If the City reasonably believes or has received information leading it to reasonably believe that Lessee’s operations are not in compliance with the requirements of this Article 7, then, uponand Lessee fails to produce documentation or other evidence of Lessee’s compliance within a reasonable timeframe following receipt of written request by the City, then, the City may request, and Lessee shall conduct, such inspection, testing, and analysis as the City reasonably deems necessary to ascertain whether Lessee is in compliance with this Article 7. Lessee shall pay all actual costs associated with any such environmental inspection, testing, and analysis. Any such tests shall be conducted by qualified independent environmental consultants chosen by Lessee, but such environmental consultants, and the scope and the methods of such investigation, shall be subject to the City’s approval, which shall not be unreasonably withheld. Lessee shall provide copies of any and all relevant reports prepared by such experts to the City within a reasonable time after Lessee receives such reports. J. I. Violations. If the City receives a notice from any Governmental Authority asserting a violation by Lessee of any Environmental Laws at or relating to the Leased Premises or Lessee’s covenants and agreements contained herein, or if the City otherwise has reasonable grounds upon which to believe that such a violation has occurred, the City or its duly appointed consultants shall have the right, but not the obligation, to enter the Leased Premises and/or perform environmental site assessments for the purpose of determining whether there exists any environmental condition that could result in any liability, cost, or expense to the City. The City shall perform such tests on the Leased Premises as may be necessary, in the opinion of the City or its duly appointed consultants, acting reasonably, to conduct a prudent environmental site assessment; provided, however, such environmental site assessment shall not unreasonably interfere with Lessee’s operations or use and enjoyment of the Leased Premises unless Lessee’s alleged violation or environmental condition poses a risk to the health, safety, or security of Airport users or Airport operations. If Lessee receives a written notice of violation, written notice of an enforcement action, or other written notice of noncompliance, Lessee shall provide a copy of same to the City within three (3) days of receipt by Lessee or Lessee’s agent. 16 CITY LESSEE Page 98 of 247  Section 7.2 Obligations upon Termination; Remediation. A. Removal of Hazardous Materials. Upon any expiration or termination of this Agreement, Lessee shall demonstrate to the City’s reasonable satisfaction that Lessee has removed any and all Hazardous Materials and is in compliance with applicable Environmental Laws. Such demonstration may include, but is not limited to, independent analysis and testing to the extent that facts and circumstances warrant analysis and testing, such as evidence of past violations or specific uses of the Leased Premises. Lessee shall provide the City with copies of all waste manifests for Hazardous Materials removed from the Leased Premises at least thirty (30) days prior to the termination or expiration date of the Agreement. If Lessee or Lessee’s Associates cause an impermissiblea release of Hazardous Materials or otherwise cause the contamination of the Leased Premises or other Airport facility or propertyconstituting a violation of Environmental Law, Lessee shall bear all costs and responsibility for the required clean up and remediation to the extent required by an applicable Governmental Authority for compliance with Environmental Laws, and shall indemnify and hold the City harmless therefrom. B. Remediation. Lessee, at its sole cost and expense, shall undertake all necessary steps to remedy and remediate a release of Hazardous Materials or other condition toon the extentLeased Premises, as required by for compliance with applicable Environmental Laws or the requirements of this Agreement to the extent caused by, or resulting from the activities, conduct, or omissions of Lessee or its Lessee’s Associates, on the Leased Premises or at the Airport, as necessary to reasonably protect the public health and safety to the extent required by Applicable Law and/or to bring the Leased Premises or the Airport into compliance with all Environmental Laws applicable to the Leased Premises or Lessee’s operations.. The remediation must continue until the Governmental Authorities with jurisdiction determine that no further action is necessary infor compliance with applicable Environmental Laws. Notwithstanding the foregoing, Lessee shall be obligated to clean-up and remediate the Leased Premises to achieve such standards or clean-up levels as are reasonably required byfor the City for properties atCity’s future commercial use of the AirportLeased Premises. If the City is unable, after commercially reasonable efforts, to lease the Leased Premises during theany period of cleanup and remediation due to the environmental condition or cleanup work being performed for a period of one year following termination or expiration of this Agreement, in addition to any other damages, Lessee shall be responsible for payment of lost rent or lost use to the City. C. Step-In Rights. Notwithstanding Lessee’s obligations under this Article 7, the City and any Governmental Authorities shall at all times have the right, should Lessee fail to comply with its obligations under 0, after reasonable advance written notice, which shall include a reasonable opportunity to cure (except where a Governmental Authority other than the City is empowered by Applicable Law to act without notice), or immediately, if necessary to prevent additional harm to the environment, to take any and all actions as they individually or collectively may reasonably deem necessary to cease, contain, investigate, remediate, or otherwise respond to a condition which results from, causes, or threatens to cause a Releaserelease of Hazardous Materials or other condition in violation of Environmental Laws at, under, or about the Leased Premises or at the Airport.. Lessee agrees to cooperate with any and all such actions. Section 7.3 No Liability for Business Interruption. The City shall not be responsible to Lessee or any Lessee Associate for any Hazardous Materials in existence in, on, under, or 17 CITY LESSEE Page 99 of 247 migrating from the Leased Premises or at the Airport, which condition may interfere with Lessee’s business or other operations or activities, or which might otherwise cause damages to Lessee through loss of business, destruction of property, or injury to Lessee, Lessee’s Associates, customers, or clients, except to the extent such conditions are caused by the actions or omissions of the City or otherwise exist in, on or under the Leased Premises prior to Lessee’s first occupancy thereof (which may pre-date the Effective Date), except to the extent exacerbated by Lessee’s acts or omissions. Section 7.4 Environmental Indemnification. In addition to any indemnification set forth elsewhere in this Agreement, Lessee hereby indemnifies and agrees to defend and hold harmless the City from all costs, claims, demands, actions, liabilities, complaints, fines, citations, violations, or notices of violation arising from or attributable to: (i) a presence or release of Hazardous Materials caused by Lessee or any of Lessee’s Associates at the Leased Premises or any Airport facility or property, or the subsurface, waters, air, or ground thereof, in excess of levels allowable by Environmental Laws or in violation of any Environmental Laws due to Lessee’s or Lessee’s Associate’s management, control, authorization, handling, possession, or use of Hazardous Materials at the Airport; (ii) any breach by Lessee of any of its warranties, representations, or covenants in this Article 7; (iii) Lessee’s violation of Environmental Laws at or affecting the Leased Premises or in the course of Lessee’s operation thereof; or (iv) Lessee’s remediation of, or failure to remediate, Hazardous Materials at, or migrating from, the Leased Premises, as required by this Agreement. Lessee’s obligations hereunder will survive the termination or expiration of this Agreement, and will not be affected in any way by the amount of or the absence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Airport Leased Premises or any part thereof, except that, in the event that the City recovers funds from insurance carriers in connection with claims associated with (i), (ii), (iii), or (iv) above, the City may not recover the same funds from Lessee. Notwithstanding the foregoing, Lessee shall have no indemnification obligation under this Section 7.4 for any costs, claims, demands, actions, liabilities, complaints, fines, citations, violations, or notices of violation arising from or attributable to any release or existence of Hazardous Materials in, on or under the Leased Premises prior to the date of Lessee’s first occupancy of the Leased Premises (which may pre-date the Effective Date), except to the extent materially exacerbated by Lessee or any of Lessee’s Associates or invitees, or otherwise if Lessee’s use, operation, or occupancy of the Leased Premises fails to comply with Environmental Laws. Section 7.5 Remedies Cumulative. Lessee agrees that all remedies of the City as provided in this Article 7 with regard to Hazardous Materials or violations of any Environmental Laws shall be deemed cumulative in nature and the City’s right to indemnification as provided under this Article 7 shall survive the termination of this Agreement. Section 7.6 Survival. Notwithstanding anything to the contrary, the obligations of this Article 7 shall survive any termination or expiration of this Agreement. . ARTICLE VIII OBLIGATIONS OF THE CITY 18 CITY LESSEE Page 100 of 247  Section 8.1 Delivery of Leased Premises. Upon the Effective Date, the City shall deliver to Lessee the Leased Premises vacant and professionally cleaned, and with all systems of the Existing Facilities operational. Section 8.2 Access. The City shall ensure reasonable ingress and egress at all times to and from the Leased Premises for Lessee as set forth in Section 4.3. Section 8.3 Snow Removal. The City shall provide for snow removal from the industrial park access roads and License Area. ARTICLE IX INSURANCE AND INDEMNIFICATION Section 9.1 Insurance. Throughout the Term of this Agreement, Lessee shall obtain and maintain insurance in the types and amounts required under this Section 9.1. A. Insurance Certificates. Lessee shall submit certificates of insurance to the City prior to the Effective Date and annually thereafter. Lessee shall provide to the City certificates of insurance listing “City of Burlington, Burlington International Airport” as the certificate holder and containing information reasonably required by the City, including but not limited to (i) the name, address, and contact information of the authorized agent, Lessee as the insured, and the City as certificate holder; (ii) the name of the insurance company; (iii) description of policies, including coverage types and amounts; (iv) policy number(s) and period(s); (v) limits of liability; and (vi) the signature of the authorized agent. B. Additional Insured. Each required insurance policy as it relates to the Leased Premises, the Improvements, and Lessee’s Authorized Use thereof, shall name the City as an additional insured and loss payee, with the specific exception of professional liability workers compensation insurance. C. Policy Provisions. Each of the insurance coverage required herein (i) shall be issued by a company licensed by the State of Vermont to transact the business of insurance in the State of Vermont for the applicable line of insurance, and (ii) shall be issued by an insurer with a Best Policyholders Rating of “A-/VIII” or better by the latest Best Insurance Report or has an analogous rating from a comparable rating service approved by the City. All insurance coverages required under this Agreement, except for workers’ compensation, shall include the City and its officers, agents, and employees as additional named insured, provide thirty (30) days’ prior written notice of cancellation, change, or intent not to renew the insurance, a waiver of subrogation, and list any and all exclusions. Each such policy a provision stating that the policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents, or other representatives and shall contain a clause to the effect that such policies and the coverage evidenced thereby shall be primary with respect to any policies carried by the City, and that any coverage carried by the City shall be excess insurance. In no event shall the limits of said policies be considered as limiting the liability of Lessee under this Agreement. 19 CITY LESSEE Page 101 of 247  D. Insurance Coverages. Lessee’s liability under this Agreement shall not be limited to the amount of insurance carried. Any changes to insurance are at the sole expense of Lessee. Types and limits of insurance required as of the Effective Date are as follows: (i) Commercial General Liability Insurance. Lessee shall maintain Commercial General Liability Insurance naming the City as additional insured on a primary, non-contributory basis which shall include, but need not be limited to, coverage for bodily injury and property damage (including aircraft) arising from premises and operations liability, products and completed operations liability, personal injury, and advertising liability, contractual liability, fire legal liability, blasting and explosion, collapse of structures, and underground damage liability. The Commercial General Liability Insurance shall provide at minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate. (ii) Workers’ Compensation and Employer’s Liability. Lessee shall provide Workers’ Compensation Coverage in accordance with the statutory limits as established by the State of Vermont and with a minimum limit for employer’s liability no lower than the following: $500,000.00 per accident (bodily injury by accident) and $500,000.00 policy limit, and $500,000.00 per employee (bodily injury by disease). Lessee shall require all contractors and subcontractors performing work or occupying the Leased Premises under this Agreement to obtain an insurance certificate showing proof of Workers’ Compensation coverages and Lessee shall require from its general contractor(s) that all subcontractors submit certificates of such insurance to the City prior to performing work or occupying the Leased Premises.(iii)Employers’ Liability Insurance. If Lessee has employees, Lessee shall maintain Employers’ Liability Insurance with limits of at least $500,000 per accident (bodily injury by accident), $500,000 per employee (bodily injury by disease), and $500,000.00 policy limit (bodily injury by disease). (iv)Commercial Business Automobile Liability Insurance. Lessee shall provide Commercial Business Automobile Liability Insurance, which shall include coverage for bodily injury and property damage liability arising from the operation of any owned, non-owned, or hired automobile. The Commercial Business Automobile Liability Insurance Policy shall provide not less than $1,000,000 Combined Single Limits for each accident. (v) Commercial Umbrella Liability Insurance. Lessee shall provide a Commercial Umbrella Liability Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business Automobile Liability[, and Employers’ Liability] on a follow form basis in addition to the minimum limits set forth herein and including identical additional insured requirements as required in the primary liability policies. The minimum amount of Umbrella limits required above the coverages and minimum limits stated above shall be [$4,000,000] per occurrence and [$4,000,000] in the aggregate. Alternatively, if excess coverage is not available for any of the liability policies referenced above, the minimum limits of the underlying 20 CITY LESSEE Page 102 of 247  policy shall be increased by [$4,000,000] per occurrence and [$4,000,000] in the aggregate. (vi)Builder’s Risk Insurance. During the construction of the Improvements, any major renovation (defined to mean with a cost in excess of $100,000), or major reconstruction of all or any portion of the Improvements, Lessee shall provide, or cause its contractor to provide, a Builder’s Risk Insurance Policy to be made payable to the City and Lessee as their interests may appear, but in all instances subject to the terms and conditions of any Leasehold Mortgage and the requirements of any mortgagee. The policy amount should be equal to 100% of the contract amount under any construction contract applicable to any such construction, renovation, or reconstruction. All deductibles shall be the sole responsibility of Lessee or the contractor, and in no event shall the amount of any deductible exceed $250,000.00. The policy shall be endorsed substantially as follows: “The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy: (i) furniture and equipment may be delivered to the insured premises and installed in place ready for use; and (ii) partial or complete occupancy by Lessee; and (iii) performance of work in connection with construction operations insured by Lessee, by agents or sublessees or other contractors of Lessee, or by contractors of Lessee.”(vii) Property Insurance. Upon completion of the construction, renovation, or reconstruction of the Improvements (as may be applicable), during the Term, Lessee shall provide an “all risk” Property Insurance Policy to be made payable to the City and Lessee as their interests may appear. The policy amount should be equal to 100% of the replacement value of the completed Improvements and shall include replacement cost, demolition cost, and increased cost of construction endorsements. All deductibles shall be the sole responsibility of Lessee, and in no event shall the amount of the “all risk” deductible exceed $100,000.00. Any improvements constructed by Lessee upon the Leased Premises shall be constructed and maintained at Lessee’s risk. E. Maintaining Coverage; Modification. The City may require certificates of insurance for any insurance policies entered into by Lessee, and Lessee is responsible for annually verifying and confirming in writing to the City that all sub-contractors, agents, operators, or workers meet the minimum coverage and limits plus maintain current certificates of coverage, and that all work activities related to this Agreement shall meet minimum coverage and limits, with any sub-contractors, agents, operators or workers complying with the same insurance requirements as Lessee. The City reserves the right to review the insurance coverage requirements upon Lessee’s exercise of the Option Term to ensure that the specified coverages and limits remain commercially reasonable for similar improvements and facilities, and Lessee shall modify its coverage upon commencement of the Option Term at Lessee’s sole expense upon the reasonable request of the City if the specified coverages and limits are no longer commercially reasonable for similar improvements and facilities. 21 CITY LESSEE Page 103 of 247  F. Application to Others. Lessee shall require all contractors, subcontractors, agents, or workers performing work or occupying the Leased Premises to be properly licensed and to obtain insurance coverage meeting the requirements of this Section 9.1 as evidence on a certificate of insurance. Lessee shall require that all such persons submit certificates of such insurance to the City prior to performing work or occupying the Leased Premises. The insurance provisions herein shall likewise apply to any permitted sublessee or assign of Lessee. Any sublessee must comply with the provisions as set forth in this Article 9. Section 9.2 Lessee’s Indemnification and Duty to Pay Damages. A. Lessee shall, from and after the Effective Date, defend, indemnify and hold harmless the City, its officers and employees, from and against all loss, liability, damages, claims, proceedings, costs (including costs of defense and reasonable attorneys’ and professionals’ fees incurred in defense or incurred in enforcement of this indemnity), expenses, demands, suits and causes of action (all of the foregoing collectively referred to as “Liabilities”) arising out of or in connection with the following, except to the extent such Liabilities, damage, death, or injury are caused by or arise from the willful misconduct or negligence of the City: (i) Damage to the Leased Premises or death or injury to any person sustained on or about the Leased Premises, or arising (directly or indirectly) out of or in connection with Lessee’s possession, use, occupation, or control of the Leased Premises; (ii) Damage to any property or death or injury to any person anywhere occasioned, or claimed to have been occasioned, by any willful misconduct or any negligent act or omission of Lessee or Lessee’s Associates; and (iii) Any breach or default of this Agreement by Lessee or Lessee’s Associates. B. The City shall not be liable to Lessee for any damage by or from any act or negligence of any owner, tenant, occupant, user of adjoining or contiguous property. C. Lessee agrees to pay for all damages of Leased Premises caused by Lessee’s use, misuse, or neglect thereof. D. Lessee shall be responsible and liable for the conduct of Lessee’s Associates in and around the Leased Premises. E. Lessee shall give prompt and timely notice to the City (and copying the Burlington City Attorney’s Office) of any claim made or suit instituted in connection with the Leased Premises, which, in any way, directly or indirectly, contingently or otherwise, affects or may affect the City, the Leased Premises, or the Airport, and of which Lessee has actual knowledge. F. Lessee shall reimburse the City for costs associated with violations issued by state and federal Governmental Authorities in connection with the Leased Premises and resulting from Lessee’s misconduct, incompetence, or negligence as reasonably determined by the City. Such violations include, but are not limited to, letters of investigation issued by TSA. 22 CITY LESSEE Page 104 of 247  Section 9.3 Performance Bond and Payment Bond. During the construction of any major renovation or major reconstruction with a cost in excess of $500,000 of all or any portion of the Improvements, Lessee shall deliver to the City, at the time of execution of a subsequent contract related to such reconstruction work, evidence of, (i) a performance bond of Lessee’s contractor equal to 100% of the completed value of the work with Lessee named as a co-obligee, and (ii) a labor and materials payment bond from Lessee’s contractor in the amount equal to 100% of the completed value with Lessee named as a co-obligee. This Section 9.3 shall not apply with respect to the initial construction of the Improvements. ARTICLE X DEFAULT AND REMEDIES Section 10.1 Termination by the City. A. Lessee Default. The occurrence of any of the following events shall constitute a default by Lessee (“Default”) under this Agreement unless cured within the time period set forth in this subsection (A) (the “Cure Period”): (i) Lessee fails to timely pay any Rent, Additional Rent, or other amount due under this Agreement and such nonpayment shall continue for a period of ten (10) business days after written notice thereof from the City; (ii) Lessee or Lessee’s Associates violate any requirement under this Agreement (including, but not limited to, violation of any Applicable Laws or Regulations or failure to maintain the Leased Premises or the Improvements located thereon), other than the violations referred to in the foregoing subsection (i), and such default shall continue for a period of thirty (30) days after written notice from the City to Lessee specifying the items in default, or in case of a default or contingency which cannot with due diligence be cured within said thirty (30) day period, Lessee fails to proceed within said thirty (30) day period to commence to cure the same and thereafter to prosecute the curing of such default with due diligence (it being understood that the time of Lessee within which to cure shall be extended for such period as may be necessary to complete the same with all due diligence); (iii)Lessee abandons the Leased Premises for a period of sixty (60) consecutive days or more; (iv)Lessee assigns or encumbers any right in this Agreement, delegates any performance hereunder, or subleases any part of the Leased Premises (except as expressly permitted in this Agreement); (v) Lessee files a voluntary petition in bankruptcy or has a petition filed against Lessee in bankruptcy, insolvency, or for reorganization or appointment of a receiver or trustee, which petition is not dismissed within sixty (60) days; (vi)Lessee petitions for or enters into an arrangement for the benefit of creditors, or suffers this Agreement to become subject to a writ of execution and such writ is not released within thirty (30) days; or 23 CITY LESSEE Page 105 of 247  (vii) Lessee dissolves. B. Termination for Lessee Default. In the event of a Default, if Lessee fails to cure such Default within the applicable Cure Period, the City may terminate this Agreement upon sixty (60) days prior written notice to Lessee. C. Remedies for Failure to Pay Rent. In addition to the remedies under Section 10.1(B) and those otherwise available at law or in equity, if Lessee fails to timely pay any Rent required by this Agreement and fails to cure the same within the applicable Cure Period, the City may: (i) Terminate this Agreement in accordance with Section 10.1(B), resume possession of the Leased Premises, and recover immediately from Lessee the differences between the Rent and the fair rental value of the Leased Premises, together with the Improvements, for the remainder of the Term; or(ii) , provided that the City makes good faith efforts to mitigate Lessee’s damages; or (ii) Resume possession and relet the Leased Premises and the Improvements thereon for the remainder of the Term, and recover from Lessee, at the end of the Term or at the time each payment of Rent comes due under this Agreement as the City may choose, the difference between the Rent and the rent received on the re-leasing or renting, provided that the City makes good faith efforts to mitigate Lessee’s damages. D. Reservation of Rights. Notwithstanding the foregoing, the City reserves all rights and remedies at law or in equity to recover for any uncured Default or other violation of this Agreement resulting in damages, loss, or harm to the City. This Section 10.1(E) shall survive expiration or termination of this Agreement for a period of two (2) years. Termination by Lessee. Section 10.2 Termination by Lessee. Lessee may terminate this Agreement upon thirty (30) days prior written notice to the City in the event one of the following events occur: A. Injunction. The issuance by any court of competent jurisdiction of an injunction, order, or decree preventing or restraining the use by Lessee of all or any substantial part of the Leased Premises, which remains in force, unvacated, or unstayed for a period of at least sixty (60) consecutive days. B. City Default. The failure of the City to perform a material obligation required of the City under this Agreement within thirty (30) days after written notice by Lessee to the City. If the nature of the City’s obligation is such that more than thirty (30) days are reasonably required for performance or cure, the City shall not be in default if the City (i) provided notice to Lessee that its cure of an alleged violation is reasonably expected to take more than thirty (30) days, and (ii) it commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Section 10.3 Survival. The provisions of this Article 10 and the remedies and rights provided herein shall survive any expiration or termination of this Agreement. 24 CITY LESSEE Page 106 of 247  ARTICLE XI ASSIGNMENT AND SUBLEASING Section 11.1 Assignment by Lessee. A. Lessee shall not assign any of its rights under this Agreement, including, but not limited to, rights in any Improvements, (whether such assignment is voluntarily or involuntarily, by merger, consolidation, dissolution, change in control, or any other manner), and shall not delegate any performance under this Agreement, except with the prior written consent of the City, which may be granted or withheld in the City’s sole discretion. As a condition of obtaining such consent, the transferee receiving any such right shall be required to execute a new lease agreement provided by the City. Regardless of the City’s consent, Lessee shall not be released from any obligations for matters arising during the time when this Agreement is in effect. Any purported assignment or delegation of rights or delegation of performance in violation of this section is void. Notwithstanding anything to the contrary, the City’s consent shall not be required with respect to an assignment to a direct or indirect Affiliate of Lessee so long as the ultimate parent company, currently Beta Technologies, Inc., a Delaware corporation, remains liable for the obligations of the tenant under this Agreement. As used in this Agreement, “Affiliate” means a person or entity that Controls, is Controlled by, or is under common Control with another person or entity, and “Control” or “Controlled” means ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation, or other majority equity and control interest of an entity which is not a corporation, or the possession of power to direct or cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting securities, by statute or according to the provisions of a contract. B. Upon the termination of this Agreement, Lessee hereby assigns, transfers, and coveys to the City, without warranty and to the extent assignable by Lessee without requiring third- party consents, the following: (i) The right to the use of theapproved Plans and Specifications to the extent owned by Lessee; (ii) Any copyright interests in theapproved Plans and Specifications held by Lessee; and (iii)The right to enforce, in Lessee’s own name as a proper party, any subcontracts related to the Improvements or other maintenance or services contracts in force with respect to the Leased Premises or Improvements and any warranties arising under any of them or in connection with the performance thereof, as the case may be. Section 11.2 Subleasing by Lessee. Lessee shall not sublease any portion of the Leased Premises or Improvements without prior written consent of the City, which may be granted or withheld in the City’s sole but reasonable discretion. Any sublease or sublease form approved by the City must, at a minimum, be subordinate to this Agreement and provide the City with the right of attornment in the event of Lessee’s default under this Agreement or the expiration or termination of this Agreement. Any sublessee must comply with the provisions as set forth in this Article 11. Notwithstanding anything to the contrary, the City’s consent shall not be required with respect to any sublease to a direct or indirect Affiliate of Lessee. 25 CITY LESSEE Page 107 of 247  Section 11.3 Assignment by City. The City shall have the right, in the City’s sole discretion, to assign any of its rights under this Agreement (and in connection therewith, shall be deemed to have delegate its duties), and upon any such assignment, Lessee agrees that Lessee shall perform its obligations under this Agreement in favor of such assignee. Section 11.4 Encumbrances. Lessee shall not encumber or permit the encumbrance of the City’s title to the Leased Premises. Lessee shall not encumber or permit the encumbrance of Lessee’s leasehold interest in the Leased Premises, the Improvements, or any of Lessee’s rights under this Agreement without the City’s prior written consent, which may be granted or withheld in the City’s sole discretion. Lessee shall not record this Agreement or any document or interest relating thereto. Any purported encumbrance of rights in violation of this Section 11.4 is void. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.1 Notices. Any notices to be given pursuant to this Agreement shall be sufficient if given by a writing deposited in the United States mails, certified mail or registered mail, return receipt requested, postage prepaid, by commercial courier, provided the courier’s regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier’s receipt from the sender, by email (provided the electronic process used is reasonably secure and not easily susceptible to manipulation and that if notice is delivered by email, notice must also be delivered by one of the other methods described above unless the recipient or its counsel waives for foregoing) addressed as follows: To the City: To Lessee: City of Burlington Beta Technologies, Inc. Attn: Office of the City Attorney Attn: CEO & OOO City Hall, 149 Church St. 1150 Airport Drive Burlington, VT 05401 South Burlington, VT 05403 Email: [ ] Email: [ ] with a copy to: with a copy to: Patrick Leahy Burlington International Airport Beta Technologies, Inc. Attn: Director of Aviation Attn: General Counsel 1200 Airport Drive 1150 Airport Drive South Burlington, VT 05403 South Burlington, VT 05403 Email: [ ] Email: [ ] or to such other address as the addressee may designate in writing by notice to the other Party delivered in accordance with the provisions of this Section 12.1. Any such notice or other communication shall be deemed given: (i) if mailed, three days after being deposited in the mail, properly addressed and with postage prepaid; (ii) if sent by courier, the next day after being deposited with the courier, properly addressed and with prepaid; (iii) if sent by email, when 26 CITY LESSEE Page 108 of 247  transmitted, provided that the sender does not receive an automated delivery failure or “out of office” message. Section 12.2 No Waiver. The waiver by the City of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent hereunder by the City shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant, or condition of this Agreement, other than the failure of Lessee to pay the particular Rent so accepted, regardless of the City’s knowledge of such preceding breach at the time of acceptance of such Rent. Section 12.3 Lessee’s Subordination. The City represents and warrants to Lessee that there are no mortgages, trust indentures, or other security interests encumbering the Leased Premises as of the Effective Date. Lessee hereby subordinates and makes this Agreement inferior to all future mortgages, trust indentures, or other security interest of the City or the City’s successor in interest. Lessee shall execute and deliver any documents required to evidence and perfect such subordination, provided that the holders or beneficiaries under such mortgages, trust indentures, or other security interests provide, for the benefit of Lessee, a non-disturbance agreement in a commercially reasonable form. Section 12.4 Relocation. In the event that proper, planned, and orderly development of the Airport shall require that the City devote any part of the Leased Premises to a different use than that contemplated by this Agreement, or in the case of an emergency, the City shall have the right— upon sixty (60) days’not less than three (3) years’ advance written notice to Lessee and without cost or expense to Lessee—to relocate all or part of the Leased Premises. Said relocated premises shall be of no less area, as conveniently located as is reasonable considering all demands for space at the Airport, and shall be replacement premises of the same or substantially similar quality as those premises vacated. All of Lessee’s fixed improvements shall, without cost or expense to Lessee, be relocated or replaced on said relocated premises. All terms and conditions of this Agreement, except the description of the Leased Premises, shall apply to said relocated premises. Section 12.5 Subordination to Grant Assurances. This Agreement shall be subject and subordinate to the provisions of any existing or future agreements between the City and the United States of America, relative to the operation and maintenance of the Airport, the terms and execution of which have been or may be required as a condition precedent to the expenditure or reimbursement to the City of federal funds for the development of the Airport (“Grant Assurances”). In the event that this Agreement, either on its own terms or by any other reason, conflicts with or violates any such Grant Assurances, the City has the right to amend, alter or otherwise modify the terms of this Agreement in order to resolve such conflict or violation. Section 12.6 Non-Interference With Operation of the Airport. Lessee expressly agrees for itself, its successors and assigns, and all other Lessee’s Associates that Lessee shall not conduct operations in or on the Leased Premises in a manner that (i) interferes or might interfere with Airport operations or the reasonable use by others of other leased spaces or common facilities at the Airport, (ii) hinders or might hinder police, fire fighting, or other emergency personnel in the discharge of their duties, (iii) would or would be likely to constitute a hazardous condition at the Airport, (iv) would or would be likely to increase the premiums for insurance policies maintained by the City unless such operations are not otherwise prohibited hereunder and Lessee pays the increase in insurance premiums occasioned by such operations, 27 (v) is contrary to any applicable Grant CITY LESSEE Page 109 of 247 Assurance; (vi) would contradict or violate any Applicable Laws or Regulations, directive, or similar restriction issued by any Governmental Authority having jurisdiction over the Airport, including the City, FAA, Homeland Security, TSA, and Customs and Border Patrol, or (vii) would involve any illegal purposes, (viii) directly or indirectly interferes with the operation by the City or the FAA of air navigational, communication, or flight equipment on the Airport. In the event this covenant is breached, the City reserves the right, after prior written notice to Lessee, to enter upon the Leased Premises and cause the abatement of such interference at the expense of Lessee. The City shall have the right to take any action it considers necessary to protect aerial approaches of the Airport against obstructions, together with the right to prevent Lessee from erecting or permitting or causing to be erected any building or other structure which, in the sole opinion of the City, would limit the usefulness of the Airport or constitute a hazard to aircraft. In the event of a breach in Airport security caused by Lessee, resulting in fine or penalty to the City of which Lessee has received prior written notice, such fine or penalty will be charged to Lessee. Section 12.7 Emergency Closures. During time of war or national emergency, the City shall have the right to enter into an agreement with the United States Government for military or naval use of part or all of the landing area, the publicly-owned air navigation facilities, and/or other areas or facilities of the Airport. If any such agreement is executed, the provisions of this Agreement, insofar as they are inconsistent with provisions of the agreement with the United States Government, will be suspended. Lessee must comply with all local, state, federal orders, directives, regulations, guidance, advisories during public emergencies. Public emergencies include, but are not limited to, national, state and local security emergencies; public health emergencies and pandemics; evacuations; chemical spills; shelter-in-place alerts; severe weather advisories; boil water advisories; and roadway interruptions. Lessee’s failure to comply with any local, state, federal orders, directives, regulations, guidance, or advisories during a public emergency shall constitute a breach of this Agreement. The City shall have sole discretion in determining if Lessee is compliant with the above. If a public emergency is declared, the City will not be responsible for any expenses or losses incurred as a result of any public emergency. Section 12.8 Interpretation. A. References in the text of this Agreement to articles, sections or exhibits pertain to articles, sections or exhibits of this Agreement, unless otherwise specified. B. The terms “hereby,” “herein,” “hereof,” “hereto,” “hereunder” and any similar terms used in this Agreement refer to this Agreement. The term “including” shall not be construed in a limiting nature, but shall be construed to mean “including, without limitation.” C. Words importing persons shall include firms, associations, partnerships, trusts, corporations, and other legal entities, including public bodies, as well as natural persons. D. Any headings preceding the text of the articles and sections of this Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect the meaning, construction or effect of this Agreement. E. Words importing the singular shall include the plural and vice versa. Words of the masculine gender shall be deemed to include correlative words of the feminine and neuter genders. 28 CITY LESSEE Page 110 of 247  Section 12.9 Force Majeure. No act or event, whether foreseen or unforeseen, shall operate to excuse Lessee from the prompt payment of Rent or any other amounts required to be paid under this Agreement. If the City (or Lessee in connection with obligations other than payment obligations) is delayed or hindered in any performance under this Agreement by a Force Majeure Event, such performance shall be excused to the extent so delayed or hindered during the time when such Force Majeure Event is in effect, and such performance shall promptly occur or resume thereafter at the expense of the Party so delayed or hindered. The Parties shall have the duty to take reasonable actions to mitigate or prevent further delays or losses resulting from such Force Majeure Event. Lessee hereby releases the City from any and all liability, whether in contract or tort (including strict liability and negligence) for any loss, damage or injury of any nature whatsoever sustained by Lessee or Lessee’s Associates during the Term, including, but not limited to, loss, damage or injury to the aircraft or other personal property of Lessee that may be located or stored in the Leased Premises due to a Force Majeure Event. Section 12.10 City’s Limitation of Liability. The City shall not be liable to Lessee or Lessee’s Associates for any damages or loss caused to them or their property by any of the following: water, rain, wind, snow ice, sleet, hail, fire, storms, earthquake, volcanic eruption, or any other weather event or condition outside of the City’s control; any Airport tenant, user, operator, or any other third party; or by breakage, stoppage, or leakage of utilities on or adjacent to the Leased Premises. In the event of damage or destruction to the Leased Premises, the City is under no obligation to provide substitute space o property to Lessee. Section 12.11 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without giving effect to such jurisdiction's principles of conflict of laws. The Parties consent to and submit to in personam jurisdiction and venue in the State of Vermont, County of Chittenden, and in the U.S. District Court for the District of Vermont. The Parties assert that they have purposefully availed themselves of the benefits of the laws of the State of Vermont and waive any objection to in personam jurisdiction on the grounds of minimum contacts, waive any objection to venue, and waive any plea of forum non conveniens. This consent to and submission to jurisdiction is with regard to any action related to this Agreement, regardless of whether the Parties’ actions took place in the State of Vermont or elsewhere in the United States. Section 12.12 Amendments and Waivers. No amendment to this Agreement shall be binding on the City or Lessee unless reduced to writing and signed by both Parties. No provision of this Agreement may be waived, except pursuant to a writing executed by the Party against whom the waiver is sought to be enforced. Section 12.13 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect if both the economic and legal substance of the transactions that this Agreement contemplates are not affected in any manner materially adverse to any Party. If any provision of this Agreement is held invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes of this Agreement. Section 12.14 Merger. This Agreement constitutes the final, complete, and exclusive agreement between the Parties on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. In entering into this 29 CITY LESSEE Page 111 of 247 Agreement, neither Party has relied on any statement, representation, warranty, nor agreement of the other Party except for those expressly contained in this Agreement. Section 12.15 Relationship of Parties. This Agreement does not create any partnership, joint venture, employment, or agency relationship between the Parties. Nothing in this Agreement shall confer upon any other person or entity any right, benefit, or remedy of any nature. Section 12.16 Further Assurances. Each Party shall execute any document or take any action that may be necessary or desirable to consummate and make effective a performance that is required under this Agreement. Section 12.17 Governmental Immunity and Limitations on Liability. Lessee is hereby advised that any claims made by Lessee against the City, its officers, directors, employees, contractors, or volunteers shall be subject to the limitations set forth 12 V.S.A. § 5601, as the same may be amended from time to time. Nothing in this Agreement shall be construed to waive or limit any governmental or sovereign immunity the City may have, from any claim whatsoever, under statute or judicial precedent. Section 12.18 Notice of Lease. The Parties will at any time, at the request of either one, promptly execute multiple originals of an instrument, in recordable form which will constitute a notice of lease, setting forth the information required by 27 V.S.A. § 341(c). The City shall, upon request of Lessee, promptly execute and deliver to Lessee any transfer tax returns, affidavits or other documents which shall be required by any recording office as a condition of recording such memorandum or notice of this Agreement. Lessee shall be responsible for all recording fees and other recording costs, including recording taxes, related to the recording of the memorandum or notice of this Agreement. Section 12.19 No Discrimination. In addition to the federal clauses in Section 12.20, Lessee, for itself, its representatives, successors, and assigns, does hereby covenant and agree that no person on the grounds of political or religious affiliation, race, color, national origin, place of birth, ancestry, age, sex, sexual orientation, gender identity, marital status, veteran status, disability, HIV positive status, genetic information or other protected classification shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of Lessee’s facilities pursuant to its operations hereunder. Lessee shall comply with all the requirements of Title 21, V.S.A., Chapter 5, Subchapter 6 and 7, relating to fair employment practices, to the extent applicable. All subcontracts permitted hereunder shall include reference to the above. Section 12.20 Required Federal Clauses. Lessee shall comply, and shall cause Lessee’s Associates to comply, with all Laws and Regulations, including all of the required federal clauses in this Section 12.20.A. During the performance of this Agreement, Lessee, for itself, its assignees, and successors in interest, agrees as follows: (i) Compliance with Regulations: Lessee will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. 30 CITY LESSEE Page 112 of 247  (ii) Non-discrimination: Lessee, with regard to the work performed by it during the term of this Agreement, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of contractors, including procurements of materials and leases of equipment. Lessee will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. (iii)Information and Reports: Lessee will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the FAA to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of Lessee is in the exclusive possession of another who fails or refuses to furnish the information, Lessee will so certify to the City or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. (iv)Sanctions for Noncompliance: In the event of Lessee’s noncompliance with the Non-discrimination provisions of this Agreement, the City will impose such sanctions as it or the FAA may determine to be appropriate, including, but not limited to cancelling, terminating, or suspending the Agreement, in whole or in part. (v) Incorporation of Provisions: Lessee will include the provisions of paragraphs (i) through (iv) of this Section 12.20(A) in every contract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. Lessee will take action with respect to any contract or procurement as the City or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Lessee becomes involved in, or is threatened with litigation by a contractor, or supplier because of such direction, Lessee may request the City to enter into any litigation to protect the interests of the City. In addition, Lessee may request the United States to enter into the litigation to protect the interests of the United States. B. Lessee for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a FAA activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 31 CITY LESSEE Page 113 of 247  C. Lessee for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that Lessee will use the Leased Premises in compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination Acts and Authorities. D. During the performance of this Agreement, Lessee agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: (i) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); (ii) 49 CFR Part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); (iii)The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal- aid programs and projects); (iv)Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; (v) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); (vi)Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); (vii) The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not); (viii) Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation32regulations at 49 CFR Parts 37 and 38; CITY LESSEE Page 114 of 247  (ix)The FAA’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); (x) Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; (xi)Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and (xii) Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). E. In all its activities within the scope of its airport program, Lessee agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. If Lessee transfers its obligation to another, the transferee is obligated in the same manner as Lessee. The above provision obligates Lessee for the period during which the property is owned, used or possessed by Lessee and the airport remains obligated to the FAA. F. In the event of breach of any of the above Nondiscrimination covenants, the City will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Agreement had never been made or issued. G. This Agreement incorporates by reference the provisions of 29 CFR Part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. Lessee has full responsibility to monitor compliance to the referenced statute or regulation. Lessee must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. H. This Agreement incorporates by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Lessee must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. Lessee retains full responsibility to monitor its compliance and any sublessee’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 33 CITY LESSEE Page 115 of 247  1910). Lessee must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. I. Lessee agrees that it shall insert the above eight provisions (Section 12.20(A) through (H)) in any agreement by which said Lessee grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public on the Leased Premises herein leased or owned. J. Lessee agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned for the Leased Premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the Leased Premises. Section 12.21 Condemnation. A. In the event of a condemnation or a taking by the use of eminent domain of all or any part of the Leased Premises, all proceeds of such condemnation or taking shall be apportioned to Lessee and the City as follows: (i) The amount awarded for the taking of the Leased Premises shall belong to the City. (ii) Lessee shall have the right to recover such compensation as may be awarded on account of the value of the Improvements owned and/or made by Lessee for the remainder of the Term, for moving and relocating expenses, for the value of its property interest and business conducted on the Leased Premises including but not limited to the loss, if any, sustained by Lessee as a result of the termination of this Agreement for loss of business, fixtures, goodwill, moving expenses and attorneys’ fees and costs, and for any other damages sustained by Lessee as a result of such condemnation, provided that Lessee may not pursue the City for any such costs unless the City is the entity condemning or taking the Improvements. B. If the condemnation or taking by eminent domain is such that Lessee cannot reasonably conduct its business, then at Lessee’s option, the Agreement may be terminated upon sixty (60) days prior written notice to the City. In the event of a partial condemnation of the Leased Premises, this Agreement shall not be terminated, provided there should be an equitable reduction in the amount of Rent payable under this Agreement. Section 12.22 Public Records Act. Any and all records submitted to the City, whether electronic, paper, or otherwise recorded, are subject to the Vermont Public Records Act. The determination of how those records must be handled is solely within the purview of the City. All records considered to be trade secrets, as that term is defined by subsection 317(c)(9) of the Vermont Public Records Act, shall be identified, as shall all other records considered to be exempt under the Vermont Public Records Act. It is not sufficient to merely state generally that the proposal is proprietary or a trade secret or is otherwise exempt. Particular records, pages, or sections that are believed to be exempt must be specifically identified as such and must be separated from other records with a convincing explanation and rationale sufficient to 34 CITY LESSEE Page 116 of 247 justify each exemption from release consistent with Section 317 of Title 1 of the Vermont Statutes Annotated. Section 12.23 Livable Wage Ordinance. Lessee shall comply with all applicable requirements of the City’s Livable Wage Ordinance, B.C.O. 21-80 et seq (“LWO”), in connection with this Agreement. Among other things, Lessee shall pay all “covered employees” as defined in the LWO (including the covered employees of contractors and subcontractors) a livable wage, as determined or adjusted annually by the City, and shall provide paid time off during the entirety of the Term pursuant to the requirements of the LWO, to the extent such requirements are applicable to Lessee’s activities. Section 12.24 Outsourcing Ordinance. Lessee shall comply with, and cause its officers, directors, employees, contractors, subcontractors, permitted sublessees, and other representatives to comply with, the City of Burlington’s Outsourcing Ordinance, B.C.O. §§ 21-90 – 21-93, in carrying out its rights and obligations under this Agreement. Section 12.25 Union Deterrence Ordinance. Lessee shall comply with, and cause its officers, directors, employees, contractors, subcontractors, permitted sublessees, and other representatives to comply with, the City of Burlington’s Union Deterrence Ordinance, B.C.O. §§ 21-100 et seq., in carrying out its rights and obligations under this Agreement. Section 12.26 Casualty. In the event of a casualty to the Existing Facilities or Improvements on the Leased Premises, the City shall promptly rebuild or repair the Leased Premises. All proceeds of the insurance policy of the City covering the casualty shall be applied first to the repair and restoration of the Existing Facilities and the Property, and any insurance proceeds in excess of the amounts required to repair and/or restore the Existing Facilities and the Property shall be apportioned freely to the City. All proceeds of the insurance policy of the Lessee covering the casualty to the Improvements shall be applied first to the repair and restoration of the Improvements, and any insurance proceeds in excess of the amounts required to repair and/or restore the Improvements shall be apportioned freely to Lessee. If the casualty is such that Lessee cannot reasonably conduct its business, then at Lessee’s option, the Agreement may be terminated upon sixty (60) days prior written notice to the City. In the event of a partial casualty of the Leased Premises, this Agreement shall not be terminated, provided there should bethat Lessee can reasonably conduct its business and there is an equitable reduction in the amount of Rent payable under this Agreement. Lessee shall not be required to rebuild or repair any Improvements located on the Leased Premises but may do so at its option. Section 12.27 Cooperation. The Parties shall make their designated representative available to meet within a reasonable time to discuss issues relating to the Agreement or the Leased Premises. Section 12.28 No Third-Party Beneficiaries. This Agreement is made for the sole and exclusive benefit of the City and Lessee, and is not made for the benefit of any third party. Section 12.29 Authority. The persons signing this Agreement hereby warrant that they have full authority to sign this Agreement on behalf of the respective Parties. Section 12.30 Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the matters described herein, and any representations or understandings not included herein shall have no effect. 35 CITY LESSEE Page 117 of 247  Section 12.31 Commissions and Fees. The Parties warrant and represent to each other that they have no knowledge of any real estate broker or agent to whom a commission may be payable as a result of this transaction or any such knowledge of any finder’s fees or commissions related thereto, except Donahue & Associates (the “Broker”). The City shall be solely responsible for paying the Broker any and all real estate commissions and/or fees associated with this Agreement. The Parties shall indemnify and hold harmless the other for all claims or demands of any other real estate agent or broker claiming by, through, or under such party, which indemnification shall also include payment of costs and attorneys’ fees incurred by a party in defense of a claim for such real estate commissions or fees. [SIGNATURE PAGES FOLLOW] 36 CITY LESSEE Page 118 of 247 NONAERONAUTICAL FACILITY LEASE AGREEMENT between THE CITY OF BURLINGTON, VERMONT and BETA TECHNOLOGIES, INC. dated as of June 10, 2025 Page 119 of 247  TABLE OF CONTENTS Page No. Article I DEFINTIONS .................................................................................................................1 Section 1.1 Definitions..........................................................................................................1 Article II LEASE OF LEASED PREMISES; TERM ................................................................4 Section 2.1 Lease of Leased Premises ..................................................................................4 Section 2.2 Parking ...............................................................................................................4 Section 2.3 Term ...................................................................................................................5 Section 2.4 Holding Over; Rights at Expiration ...................................................................5 Section 2.5 City’s Right of Entry..........................................................................................5 Section 2.6 Ownership of Leased Premises ..........................................................................6 Article III RENTAL; SECURITY DEPOSIT .............................................................................6 Section 3.1 Rent ....................................................................................................................6 Section 3.2 Insufficient Funds Charge ..................................................................................7 Section 3.3 Time and Place of Payments ..............................................................................7 Section 3.4 Electronic Payment ............................................................................................7 Section 3.5 Failure to Pay Rent, Fees, or Charges ................................................................7 Section 3.6 Security Deposit .................................................................................................7 Section 3.7 Additional Rent ..................................................................................................7 Article IV OCCUPANCY, USE, AND CONDITIONS OF LEASED PREMISES .................8 Section 4.1 Condition of Leased Premises ...........................................................................8 Section 4.2 Construction of Improvements ..........................................................................8 Section 4.3 Access ................................................................................................................9 Section 4.4 Use of Leased Premises and License Area ........................................................9 Section 4.5 No Unauthorized or Prohibited Use...................................................................9 Section 4.6 Compliance with Laws ......................................................................................9 Section 4.7 Permits and Licenses........................................................................................10 Section 4.8 Payment of Taxes .............................................................................................10 Section 4.9 No Liens ...........................................................................................................10 Section 4.10 ADA .................................................................................................................10 Article V REPRESENTATIONS AND WARRANTIES .........................................................11 Section 5.1 Representations by the City .............................................................................11 Section 5.2 Representations by Lessee ...............................................................................11 Article VI OBLIGATIONS OF LESSEE ..................................................................................11 Section 6.1 Plans and Specifications ..................................................................................11 Section 6.2 Operations and Maintenance............................................................................11 i Page 120 of 247  Section 6.3 Utilities.............................................................................................................12 Section 6.4 Signs.................................................................................................................12 Section 6.5 Security ............................................................................................................12 Section 6.6 Obstruction Lights ...........................................................................................12 Section 6.7 Trash, Garbage and Other Refuse ....................................................................12 Section 6.8 Supervision ......................................................................................................12 Article VII ENVIRONMENTAL CONDITIONS ....................................................................12 Section 7.1 General Conditions ..........................................................................................12 Section 7.2 Obligations upon Termination; Remediation...................................................15 Section 7.3 No Liability for Business Interruption .............................................................16 Section 7.4 Environmental Indemnification .......................................................................16 Section 7.5 Remedies Cumulative ......................................................................................17 Section 7.6 Survival ............................................................................................................17 Article VIII OBLIGATIONS OF THE CITY ...........................................................................17 Section 8.1 Delivery of Leased Premises ...........................................................................17 Section 8.2 Access ..............................................................................................................17 Section 8.3 Snow Removal .................................................................................................17 Article IX INSURANCE AND INDEMNIFICATION.............................................................17 Section 9.1 Insurance ..........................................................................................................17 Section 9.2 Lessee’s Indemnification and Duty to Pay Damages. .....................................20 Section 9.3 Performance Bond and Payment Bond ............................................................21 Article X DEFAULT AND REMEDIES ....................................................................................21 Section 10.1 Termination by the City ...................................................................................21 Section 10.2 Termination by Lessee .....................................................................................23 Section 10.3 Survival ............................................................................................................23 Article XI ASSIGNMENT AND SUBLEASING ......................................................................23 Section 11.1 Assignment by Lessee......................................................................................23 Section 11.2 Subleasing by Lessee .......................................................................................24 Section 11.3 Assignment by City..........................................................................................24 Section 11.4 Encumbrances ..................................................................................................24 Article XII MISCELLANEOUS PROVISIONS .......................................................................25 Section 12.1 Notices .............................................................................................................25 Section 12.2 No Waiver ........................................................................................................25 Section 12.3 Lessee’s Subordination ....................................................................................26 Section 12.4 Relocation ........................................................................................................26 Section 12.5 Subordination to Grant Assurances .................................................................26 ii Page 121 of 247 Section 12.6 Non-Interference With Operation of the Airport .............................................26 Section 12.7 Emergency Closures ........................................................................................27 Section 12.8 Interpretation ....................................................................................................27 Section 12.9 Force Majeure ..................................................................................................27 Section 12.10 City’s Limitation of Liability ...........................................................................28 Section 12.11 Governing Law and Venue ..............................................................................28 Section 12.12 Amendments and Waivers ...............................................................................28 Section 12.13 Severability ......................................................................................................28 Section 12.14 Merger ..............................................................................................................29 Section 12.15 Relationship of Parties .....................................................................................29 Section 12.16 Further Assurances...........................................................................................29 Section 12.17 Governmental Immunity and Limitations on Liability ....................................29 Section 12.18 Notice of Lease ................................................................................................29 Section 12.19 No Discrimination............................................................................................29 Section 12.20 Required Federal Clauses ................................................................................29 Section 12.21 Condemnation ..................................................................................................33 Section 12.22 Public Records Act ..........................................................................................34 Section 12.23 Livable Wage Ordinance .................................................................................34 Section 12.24 Outsourcing Ordinance ....................................................................................34 Section 12.25 Union Deterrence Ordinance ...........................................................................34 Section 12.26 Casualty............................................................................................................34 Section 12.27 Cooperation ......................................................................................................35 Section 12.28 No Third-Party Beneficiaries ...........................................................................35 Section 12.29 Authority ..........................................................................................................35 Section 12.30 Entire Agreement .............................................................................................35 Section 12.31 Commissions and Fees .....................................................................................35 iii Page 122 of 247  NONAERONAUTICAL FACILITY LEASE AGREEMENT THIS NONAERONAUTICAL FACILITY LEASE AGREEMENT (this “Agreement”) effective as of this _________ day of _____________________________, 2025 (the “Effective Date”), by and between the CITY OF BURLINGTON, VERMONT, a municipal corporation under the laws of the State of Vermont, located in Chittenden County, Vermont (the “City”), and BETA TECHNOLOGIES, INC., a Delaware corporation (“Lessee” and, together with the City, the “Parties” and each a “Party”). RECITALS WHEREAS, the City is the owner and operator of the Patrick Leahy Burlington International Airport in South Burlington, Vermont (the “Airport”); WHEREAS, the City has the right, title and interest in and to the real property on the Airport, together with the facilities, easements, rights, licenses, and privileges hereinafter granted, and has full power and authority to enter into this Agreement in respect thereof; WHEREAS, the City owns that certain real property and facilities located within the Airport legally described and/or depicted on Exhibit A attached hereto and made part hereof, which has an address of 25 Customs Drive, South Burlington, Vermont 05403 and consists of a parcel of land measuring approximately 36,060 square feet, more or less, (the “Property”) upon which is located a facility measuring 15,680 square feet, more or less, together with its existing appurtenances, fixtures, and equipment (“Existing Facilities”) (collectively the Property and the Existing Facilities, are referred to herein as the “Leased Premises”); WHEREAS, the City desires to lease the Leased Premises to Lessee for nonaeronautical administrative and light manufacturing purposes related to Lessee’s aeronautical business at the Airport; and WHEREAS, the Parties hereto wish to memorialize their agreement herein and they agree as follows: AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, which by this reference are hereby incorporated into this Agreement, and the mutual covenants contained in this Agreement, the Parties hereto hereby agree as follows: ARTICLE I DEFINTIONS Section 1.1 Definitions. A. “Agreement” shall have the meaning set forth in the Preamble. B. “Airport” shall mean the Patrick Leahy Burlington International Airport located in South Burlington, Vermont. 1 _____________CITY ____________LESSEE Page 123 of 247  C. “Airport Rules and Regulations” shall mean all Airport rules, regulations, and policies adopted by the City, including but not limited to the Airport rules and regulations in Appendix E of the City Charter, as may be amended from time to time. D. “Applicable Laws and Regulations” shall mean any and all existing and future federal, state, and local laws, rules, and regulations (as amended or otherwise modified from time to time) that are applicable to this Agreement, Lessee’s construction of the Improvements, and Lessee’s use, occupancy, or operations at the Leased Premises, which include, but are not limited to, all laws, statutes, ordinances, regulations, rules, orders, writs, judgments, decrees, injunctions, directives, rulings, guidelines, standards, codes, policies, common law, and other pronouncements of any kind having the effect of law that may be applicable at any time during the Term, including, but not limited to, the Airport Rules and Regulations, the Grant Assurances, master plans and zoning codes, Environmental Laws, any and all plans and programs developed in compliance with such requirements. E. “Authorized Use” shall mean the nonaeronautical use and occupancy of the Leased Premises by Lessee to: (i) construct and/or install the Improvements in order to renovate the Existing Facilities in accordance with the Plans and Specifications, including but not limited to the completion of office and manufacturing spaces to support Lessee’s operations on the Airport; (ii) conduct administrative and light manufacturing activities related to Lessee’s operations at the Airport, and to conduct other nonaeronautical activities in support of such operations; and (iii) to otherwise perform any of Lessee’s obligations, rights, or privileges set forth in this Agreement upon the Leased Premises, subject to the terms and conditions herein. F. “Base Rent” shall have the meaning set forth in Section 3.1(A) herein. G. “City” shall mean the City of Burlington, Vermont, a municipal corporation under the laws of the State of Vermont, located in Chittenden County, Vermont. H. “Cure Period” shall have the meaning set forth in Section 10.1(A). I. “Default” shall mean Lessee’s or the City’s breach of this Agreement as set forth in Section 10.1(A) and Section 10.1D(B), respectively. J. “Electronic Payment” shall have the meaning set forth in Section 3.4 herein. K. “Electronic Payment Notice” shall have the meaning set forth in Section 3.4 herein. L. “Environmental Laws” shall mean all and include all applicable federal, state, local statutes, ordinances, regulations and rules relating to environmental quality, health, safety, contamination and clean-up, as they currently exist or may exist in the future, including, without limitation, the Clean Air Act, 42 U.S.C. §7401 et seq.; the Clean Water Act, 33 U.S.C. §1251 et seq., the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. §1401 et seq.; the Noise Control Act, 42 U.S.C. §4901 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. §300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., as amended by the Superfund 2 _____________CITY ____________LESSEE Page 124 of 247 Amendments and Reauthorization Act, and the Emergency Planning and Community Right to Know Act, and the Radon Gas and Indoor Air Quality Research Act; the Hazardous Material Transportation Act, 49 U.S.C. §9601 et seq.; the Toxic Substance Control Act, 15 U.S.C. §2601 et seq.; the Atomic Energy Act, 42 U.S.C. §2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. §1010 et seq.; all applicable environmental statutes of the State of Vermont, along with the regulations adopted and guidelines promulgated pursuant thereto, and all local laws, regulations, and ordinances insofar as they are equivalent or similar to the federal laws recited above or purport to regulate Hazardous Materials, and judicial precedent of each of the foregoing. M. “Existing Facilities” shall have the meaning set forth in the Recitals. N. “FAA” shall mean the United States Federal Aviation Administration. O. “FF&E” shall mean movable furniture, fixtures, and other equipment that are not permanently affixed to the Leased Premises. P. “Force Majeure Event” shall mean an act or event, whether foreseen or unforeseen, that prevents a Party in whole or in part from performing as provided in this Agreement, that is beyond the reasonable control of and not the fault of such Party, and that such Party has been unable to avoid or overcome by exercising due diligence, and may include, but is not limited to, acts of nature, pandemic, war, riots, strikes, accidents, fire, and changes in law. Q. “Governmental Authority” or “Governmental Authorities” shall mean any federal, state, county, municipal, or other governmental entity (including but not limited to the City in its governmental capacity), or any subdivision thereof, with authority over Lessee, Lessee’s operations, the Authorized Use, the Airport, or aeronautical or nonaeronautical operations at or with respect to the Airport. R. “Grant Assurances” shall have the meaning set forth in Section 12.5. S. “Hazardous Materials” includes any flammable explosives, radioactive materials, hazardous materials, hazardous waste, hazardous or toxic substances, oil or petroleum products, asbestos, or related materials; including as the same are defined in the Environmental Laws. T. “Homeland Security” shall mean the United States Department of Homeland Security. U. “Improvements” shall mean any and all buildings, structures, fixtures, appurtenances, site work, site utilities, or other improvements, including tenant improvements, to be located, installed, or constructed on the Leased Premises by Lessee to renovate the Existing Facilities in accordance with the Plans and Specifications, but shall not include the Existing Facilities. V. “Leased Premises” shall have the meaning set forth in the Recitals and as further described and/or depicted in Exhibit A. W. “Lessee” shall have the meaning set forth in the Preamble. 3 _____________CITY ____________LESSEE Page 125 of 247  X. “Lessee’s Associates” shall mean Lessee’s employees, officers, directors, personnel, approved sublessees, contractors, subcontractors, suppliers, agents, invitees, and other representatives. Y. “License Area” shall have the meaning set forth in Section 2.2. Z. “SIDA” shall mean the Secure Identification Display Area as designated by the City. AA. “Term” shall mean the duration of time in which this Agreement is effective, inclusive of the original term and any extensions thereof as specified in Section 2.3. BB. “Option Term” shall have the meaning set forth in Section 2.3. CC. “Plans and Specifications” shall have the meaning set forth in Section 6.1. DD. “Property” shall have the meaning set forth in the Recitals. EE. “Rent Adjustment Date” shall mean the date upon which Rent is adjusted pursuant to Section 3.1(B). FF. “Rent” shall mean all amounts due and payable under this Agreement in accordance with Section 3.1, including but not limited to Base Rent, any adjustments thereto, charges, fess, and any interest accruing on the same. GG. “Rent Commencement Date” shall mean the date upon which Lessee shall commence the payment of Rent, which shall be the earlier of the date that is (i) three (3) months following Lessee’s receipt of a certificate of occupancy or (ii) nine (9) months from the Effective Date. HH. “TSA” shall mean the United States Transportation Security Administration. II. “Year” as used in this Agreement shall mean the twelve-month period beginning on the Effective Date, with successive years commencing on the anniversary of the Effective Date. ARTICLE II LEASE OF LEASED PREMISES; TERM Section 2.1 Lease of Leased Premises. The City hereby leases to Lessee, and Lessee hereby rents from the City for its exclusive use, the Leased Premises for and during the Term, upon and subject to the terms, provisions, and conditions set forth in this Agreement. Section 2.2 Parking. The City hereby grants to Lessee a non-exclusive license to use and allow Lessee’s Associates to use, for purposes related to the Authorized Use, twenty-six (26) parking spaces within the parking lot associated with and adjacent to the Leased Premises, which unassigned parking spaces shall be available twenty-four (24) hours per day, seven (7) days per week, on a first-come, first-serve basis (the “License Area”). 4 _____________CITY ____________LESSEE Page 126 of 247  Section 2.3 Term. The term of this Agreement shall be for a period of five (5) years commencing on the Effective Date, and unless sooner terminated pursuant to the provisions of this Agreement (the “Term”). The Term may be extended by one (1) optional renewal for an additional five (5) years ( “Option Term”). Lessee shall submit a written request to exercise the Option Term to the City not more than one (1) year and not less than ninety (90) days prior to the scheduled expiration of the Term, and the City may grant or deny the Option Term in its reasonable discretion. Any reference to the “Term” herein shall be inclusive of the Option Term, if exercised and granted. Section 2.4 Holding Over; Rights at Expiration. A. Holding Over. If Lessee retains all or any portion of the Leased Premises after the termination of the Term by lapse of time or otherwise, such holding over shall constitute the creation of a tenancy at will with respect to such retained portion, terminable by the City at any time upon thirty (30) days prior written notice to Lessee. Under such tenancy at will, Lessee agrees to pay to the City as liquidated damages, and not as a penalty, One Hundred Fifty Percent (150%) of the amount otherwise payable hereunder (at the level applicable for the immediately preceding Rent Adjustment Date) that would have been due during the period of time Lessee remains in possession of the Leased Property. All provisions of this Agreement shall remain in full force and effect during such holdover period. The City’s acceptance of Rent after such termination shall not result in a renewal of this Agreement, nor affect the City’s right of re-entry or any rights of the City hereunder or as otherwise provided by law. If Lessee fails to vacate the Leased Premises despite the City’s termination and demand(s) to vacate, Lessee shall indemnify and hold the City harmless from all loss or liability including, without limitation, any claim made by any succeeding lessee resulting from such failure to surrender, together with interest, reasonable attorney’s fees, costs, and expenses. B. Ownership of Improvements Upon Termination. Upon the expiration or termination of the Term, any Improvements and permanent fixtures on the Leased Premises shall immediately become property of the City and no compensation will be paid by the City for any such Improvements or fixtures. Lessee agrees that neither it nor any successor or assign of Lessee will pursue or file any claim against the City claiming compensation for the cost of any Improvements under a theory of condemnation inverse or otherwise or for any taking and further releases the City from any claim, presently or in the future, of any damages related to this Section 2.4(B). C. Return of Premises. Upon the expiration or termination of the Term, Lessee shall at its own expense: (i) deliver the Leased Premises to the City in as good a condition as of the Effective Date (or if later improved, as so improved), the condition of the space prior to it being delivered is documented in photos included in Exhibit B attached hereto, excepting only casualty, condemnation, and normal wear and tear; (ii) remove all of Lessee’s personal property (including its FF&E and trade fixtures, if any) and possessions from the Leased Premises. Lessee shall, at its sole cost and expense, repair any damage to the Leased Premises caused by Lessee’s removal of such personal property. Any of Lessee’s personal items remaining in or on the Leased Premises after the expiration or termination of this Agreement shall be deemed abandoned by Lessee and become the sole property of the City. Section 2.5 City’s Right of Entry. 5 _____________CITY ____________LESSEE Page 127 of 247  A. Inspection of Leased Premises. The City, through its duly authorized agents, shall have at any time the full and unrestricted right to enter the Leased Premises for the purpose of periodic inspection for fire protection and maintenance and to investigate compliance with the terms of this Agreement; provided that, except in the case of emergency, such right shall be exercised upon reasonable prior notice to Lessee and with an opportunity for Lessee to have an employee or agent present, and will not unreasonably interfere with Lessee’s Authorized Use of the Leased Premises. Lessee shall provide the Director of Aviation with serviceable keys to all of its facilities to permit the exercise of the City’s rights hereunder. B. Facility Maintenance. The City, through its duly authorized agents, shall have the right to enter the Leased Premises, upon reasonable prior notice to Lessee and with an opportunity for Lessee to have an employee or agent present, to (i) perform essential maintenance, repair, relocation, or removal of existing underground or overhead facilities owned by the City, including but not limited to wires, pipes, drains, cables, and conduits located on or across the Leased Premises, and (ii) to construct, maintain, repair, relocate, and remove such facilities in the future if necessary to carry out the master plan of development of the Airport, provided that such work shall not unreasonably disrupt or unduly interfere with the Authorized Use or permitted operations of Lessee. Nothing herein shall be construed to impose upon the City any obligations to construct or maintain or to make repairs, replacements, alterations, or additions, or shall create any liability for any failure to do so, except as otherwise set forth in Article VIII. Furthermore, nothing herein shall be construed to lessen Lessee’s responsibilities under Section 6.2. The City shall not be liable for any damage to the Leased Premises, any other property in Lessee’s possession, or any other persons, improvements, or personal property located in or thereupon, other than to repair or remedy such damage as may be occasioned by any activity undertaken by the City under this section. Section 2.6 Ownership of Leased Premises. The City and Lessee intend and hereby agree that the Leased Premises shall be and remain the property of the City during the entire term of this Agreement and thereafter. ARTICLE III RENTAL; SECURITY DEPOSIT Section 3.1 Rent. In consideration for the use of the Leased Premises herein granted, Lessee shall pay to the City the rental amounts as set forth below (the “Rent”). A. Base Rent. Beginning on the Rent Commencement Date, Lessee shall pay to the City Rent equaling a total annual sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00), payable in equal monthly installments of SIXTEEEN THOUSAND SIX HUNDRED AND SIXTY SIX DOLLARS AND SIXTY SIX CENTS ($16,666.66) (the “Base Rent”). B. Rent Adjustment. Beginning in the second (2nd) Year of the Term, the Base Rent shall be increased on each anniversary of the Effective Date during the Term (each a “Rent Adjustment Date”) by two and one-half percent (2.5%) annually. 6 _____________CITY ____________LESSEE Page 128 of 247  Section 3.2 Insufficient Funds Charge. There shall be an extra charge of THIRTY DOLLARS ($30.00) on any check returned by the bank for insufficient funds or account not existing. Section 3.3 Time and Place of Payments. Lessee shall pay the City Rent on a monthly basis without demand and in advance on or before the first (1st) day of each calendar month during the Term. If the Rent Commencement Date does not fall on the first (1st) day of a calendar month, Lessee shall pay to the City, on or before the Rent Commencement Date, Rent prorated for the first (1st) month of the Term. Lessee shall pay to the City Rent, Additional Rent, and all other amounts due and payable under this Agreement to the City by check, made at the office of the Director of Aviation, Burlington International Airport, located at 1200 Airport Drive #1, South Burlington, Vermont 05403, or in the manner otherwise prescribed by the City after written notice to Lessee. Section 3.4 Electronic Payment. Upon no less than thirty (30) days prior written notice to Lessee (the “Electronic Payment Notice”), the City shall have the right to require Lessee to make subsequent payments of Rent, any additional back rent, and other monies due pursuant to the terms of this Agreement by means of electronic funds transfer determined by the City in its sole and absolute discretion (the “Electronic Payment”). The Electronic Payment Notice shall set forth the proper bank ABA number, account number, and designation of the account to which such Electric Payment shall be made. Lessee shall promptly notify the City in writing of any additional information that will be required to establish and maintain Electronic Payment from Lessee’s bank or financial institution. The City shall have the right, after at least ten (10) days prior written notice to Lessee, to change the name of the depository for receipt of any Electronic Payment and to discontinue payment of any sum by Electronic Payment. Section 3.5 Failure to Pay Rent, Fees, or Charges. In the event Lessee fails to make timely payment of any Rent, fees, charges, or other amounts due and payable in accordance with the terms of this Agreement within ten (10) days of the date due, interest at the rate of two and one half percent (2.5%) shall accrue against the delinquent amounts from the date due until the date payment is received by the City. Notwithstanding the foregoing, the City shall not be prevented from utilizing the remedies under this Agreement or otherwise available at law or in equity to recover such delinquent amounts. Section 3.6 Security Deposit. Lessee shall deposit with the City upon the execution of this Agreement a sum equal to the first month’s Rent as a security deposit. Section 3.7 Additional Rent. Lessee shall pay as Additional Rent hereunder the following payments to the City in the manner prescribed herein. A. Real Estate Taxes. Lessee shall pay the City Lessee’s proportionate share of all real estate taxes paid by the City assessed against the Leased Premises in the relevant real estate assessment. Lessee’s proportionate share shall be calculated as the ratio that the total square footage of the Leased Premises bears to the total square footage of all other land and buildings included in the real estate assessment. 7 _____________CITY ____________LESSEE Page 129 of 247  B. Casualty Insurance. Lessee shall pay the City Lessee’s proportionate share of all casualty insurance paid by the City, including any premiums payable by the City covering the building and improvements in which the Leased Premises is located. C. Payment. All payments required this Section 3.7 shall be made in monthly installments by Lessee to the City on or before the first (1st) day of each calendar month, in advance, in an amount estimated by the City as evidenced by a written notice thereof, together with reasonable supporting documentation, delivered from the City to Lessee before the start of each Year. Within thirty (30) days after the end of each Year, the City shall provide Lessee with a statement (a “Reconciliation Statement”) showing in reasonable detail the actual amounts incurred by the City during such Year. Lessee shall be entitled to inspect and examine and/or have a reputable independent certified public accountant or other consultant, paid on a non-contingency basis, selected by Lessee audit the books and records of the City relating to the determination of the Reconciliation Statement. If Lessee disputes any amounts shown in the Reconciliation Statement after concluding its audit, Lessee shall give the City a notice specifying in reasonable detail the basis for Lessee’s disagreement and the amount of the Additional Rent payment refund Lessee claims is due. Lessee’s notice shall be delivered within ten (10) days after the date Lessee concludes its audit and no later than six (6) months after Lessee’s receipt of the Reconciliation Statement. The Parties shall make good faith efforts to reach mutual agreement on the claims made in Lessee’s notice. If the total amount paid by Lessee under this section for any Year during the Term shall be less than the actual amount due from Lessee for such Year, Lessee shall pay to the City the difference between the amount paid by Lessee and the actual amount due within ten (10) days after (i) Lessee’s receipt of the Reconciliation Statement, (ii) the date Lessee concludes its audit, or (iii) the Parties reach mutual agreement on the claims made in Lessee’s notice, as the case may be. . If the total amount paid by Lessee hereunder for any Year of the Term shall exceed such actual amount due from Lessee for such Year, such excess shall be credited against the next monthly installment or installments of Additional Rent due from Lessee to the City hereunder or, if such excess occurs in the last lease Year, it shall be promptly paid to Lessee. For the Years in which this Agreement commences and terminates, the provisions of this section shall apply, and Lessee’s liability for its proportionate share of any taxes and assessments and insurance premiums for such Years shall be subject to a pro rata adjustment based on the number of days of said Years during which the Term of this Agreement is in effect. ARTICLE IV OCCUPANCY, USE, AND CONDITIONS OF LEASED PREMISES Section 4.1 Condition of Leased Premises. Lessee accepts the Leased Premises and License Area subject to the City fulfilling the final turnover responsibilities outlined in Exhibit C attached hereto. Lessee releases the City and holds it and its officers, directors, employees, and agents harmless for any claims arising out of any condition of the Leased Premises or License Area. Section 4.2 Construction of Improvements. A. Construction of Improvements. Lessee shall have access to the Leased Premises upon the Effective Date. Lessee shall design, build, construct, complete, and furnish Improvements at its own expense. Lessee shall complete the construction of the Improvements in 8 _____________CITY ____________LESSEE Page 130 of 247 accordance with all governmental requirements, the Plans and Specifications, and all Applicable Laws and Regulations. Lessee shall commence construction on the Improvements within sixty (60) days of the Effective Date, and shall make reasonable efforts to complete the Improvements and obtain a certificate of occupancy no later than nine (9) months from the Effective Date. B. Modifications. Except as set forth in the Plans and Specifications, Lessee shall not make any structural or material modifications to the Leased Premises or the Improvements without the prior written consent of the City, which consent shall not be unreasonably withheld. All such modifications, once approved, shall comply with the requirements of this Agreement. Section 4.3 Access. Lessee and Lessee’s Associates may ingress and egress at all times across the common areas of the Airport (in the areas designated by the City, for the purposes for which they were designed, and as permitted by Applicable Laws and Regulations) on a non-exclusive basis and to the extent reasonably necessary for Lessee’s Authorized Use of the Leased Premises. Lessee shall comply, and shall cause Lessee’s Associates to comply, with any ground vehicle driver training program the City may require. During special events at the Airport, Lessee acknowledges that the standard operating procedure at the Airport may be altered such that egress and ingress to the Leased Premises may be altered by the City. The City will notify Lessee in writing of any special events or closures that will impede Lessee’s use of the Leased Premises, at least five (5) days prior to such alteration, and shall provide Lessee with a reasonable alternative for access to and from the Leased Premises. Lessee’s failure to comply with the altered procedure is a Default of this Agreement, which shall be subject to the Cure Period as set forth in Section 10.1(A) . Section 4.4 Use of Leased Premises and License Area. At all times during the Term, Lessee shall use the Leased Premises only for the Authorized Use subject to the terms and conditions of this Agreement. Additionally, Lessee shall only use, and permit Licensee’s Associates to use, the License Area for purposes related to Lessee’s Authorized Use of the Leased Premises. Section 4.5 No Unauthorized or Prohibited Use. Lessee and Lessee’s Associates shall use the Leased Premises and the Airport only for the Authorized Use and other purposes that are expressly authorized by this Agreement and shall not engage in any unauthorized or prohibited use of the same. Prohibited uses include, but are not limited to: restricting access on any road or other area that Lessee does not lease; placing waste materials on the Airport or disposing of such materials in violation of any Applicable Laws and Regulations; non-aeronautical uses that impede the aeronautical utility of the Airport; any use that would constitute a public or private nuisance or a disturbance or annoyance to other Airport users; driving a motor vehicle in a prohibited Airport location; the use of parking areas in a manner not authorized by the City; any use that would interfere with Airport operations, threaten the safety or efficiency of such operations or Airport users, or violate any Applicable Laws and Regulations; and any use that would be prohibited by or would impair coverage under either Party’s insurance policies or would cause an increase in the existing rate of insurance upon the Leased Premises. Section 4.6 Compliance with Laws. Lessee shall comply, and cause Lessee’s Associates to comply, with any and all Applicable Laws and Regulations and all permits 9 _____________CITY ____________LESSEE Page 131 of 247  and licenses which may be necessary or required for the Authorized Use, including but not limited to the construction of the Improvements. Upon the City’s written request, Lessee shall verify, within a reasonable time, compliance with any Applicable Laws and Regulations. Section 4.7 Permits and Licenses. Lessee, at its sole cost and expense, shall obtain and maintain in current status all permits and licenses that are required under any Applicable Laws and Regulations in connection with this Agreement, including but not limited to the Authorized Use, Lessee’s construction and/or installation of the Improvements, and Lessee’s use, occupancy, or operations at the Leased Premises or the Airport. Lessee shall furnish copies of all such permits and licenses to the City upon the request of the City. Section 4.8 Payment of Taxes. Lessee shall timely pay all taxes, fees, assessments, and levies related to Lessee’s use, occupancy, or operations at the Leased Premises or the Airport and all other obligations for which a lien may be created relating thereto (including, but not limited to, utility charges and work for any Improvements). Section 4.9 No Liens. Lessee shall pay for all labor done or materials furnished in the repair, replacement, maintenance, development, or improvement of the Leased Premises by Lessee and shall keep the Leased Premises, Improvements, and Lessee’s interest therein free and clear of any lien or encumbrance created by Lessee’s act or omission, or that of Lessee’s Associates. Within thirty (30) days of the filing of any lien or claim, Lessee shall pay all lawful claims made against the City and discharge all liens filed or which exist against the Leased Premises, the Improvements, or any other portion of the Airport (other than Lessee’s trade fixtures or trade equipment) to the extent such claims arise out of or in connection with labor done or materials furnished in the repair, replacement, maintenance, development or improvement of the Leased Premises. However, Lessee shall have the right to contest the amount or validity of any such claim or lien without being in default under this Agreement upon furnishing security in form acceptable to the City, in an amount equal to one hundred percent (100%) of such claim or lien, which insures that such claim or lien will be properly and fully discharged in the event that such contest is determined against Lessee or the City. Lessee shall give timely notice to the City of all such claims and liens of which it becomes aware. When contracting for any work in connection with the Leased Premises, Lessee shall include in such contract a provision prohibiting the contractor or any subcontractor or supplier from filing a lien or asserting a claim against the City’s real property or any interest therein. Lessee is solely responsible for ensuring that all requirements are met such that such lien waivers are effective and enforceable. Section 4.10 ADA. Lessee shall, at its own expense, comply with the standards for accessible design known as the Americans with Disabilities Act Accessibility Guidelines in designing, constructing, and operating the Improvements. Lessee shall be subject to this obligation regardless of whether any Governmental Authority requires the City to be the applicant of record. The City shall, at its own expense, ensure that the Existing Facilities comply with such guidelines. 10 _____________CITY ____________LESSEE Page 132 of 247  ARTICLE V REPRESENTATIONS AND WARRANTIES Section 5.1 Representations by the City. The City represents and warrants that it has the right, power, and legal capacity to enter into and perform its obligations under this Agreement, has duly executed and delivered this Agreement, and that this Agreement constitutes a legal, valid, and binding obligation of the City. Section 5.2 Representations by Lessee. Lessee represents and warrants that it has the right, power, and legal capacity to enter into and perform its obligations under this Agreement, has duly executed and delivered this Agreement, and that this Agreement constitutes a legal, valid, and binding obligation of Lessee. ARTICLE VI OBLIGATIONS OF LESSEE Section 6.1 Plans and Specifications. With respect to any Improvements, Lessee shall, at its sole cost and expense, select qualified architects and engineers to prepare, as applicable, the architectural, site, structural, mechanical and/or electrical drawings and specifications for the Improvements as required by the appropriate local planning and zoning authorities and pursuant to this Agreement and all Applicable Laws and Regulations (collectively, the “Plans and Specifications”). Before implementing the Plans and Specifications or any changes thereto, Lessee shall obtain the City’s prior written approval of such Plans and Specifications and any changes thereto, which approval shall not be unreasonably withheld. Section 6.2 Operations and Maintenance. The City shall make all capital repairs that it deems reasonably necessary, in its sole discretion, during the Term. As used herein, “capital repairs” includes repairs to the structure of the building on the Leased Premises and operating systems, including, without limitation, the foundation, roof, windows, doors, pavement, HVAC system, plumbing, and electrical. Lessee, at its sole cost and expense, shall be responsible for maintenance, other than capital repairs, of the Leased Premises, all Improvements, and all FF&E thereon in a condition that is clean, free of debris, safe, sanitary, and in good repair (including, without limitation, the Improvements to the foundation, roof, windows, doors, pavement, HVAC system, plumbing, and electrical). Lessee, at its sole cost and expense, shall at its own expense create, execute, and maintain a comprehensive snow removal and landscaping plan for the Leased Premises. Lessee shall perform all work, maintenance, and repairs in accordance with Applicable Laws and Regulations and in a good and workmanlike manner. Lessee shall promptly remedy any condition that fails to meet the standards set forth in this Section 6.2. Without limiting the foregoing obligations, Lessee shall not store on the Leased Premises any inoperable equipment, discarded or unsightly materials, or materials likely to create a hazard and shall not use areas outside of enclosed buildings for storage. Lessee shall store trash in covered metal receptacles and shall not accumulate or permit the accumulation of any trash, refuse, or debris on the Leased Premises. Any Hazardous Materials shall be governed by Article 7. Failure to maintain the Leased Premises, Improvements, or FF&E in a state of good repair 11 _____________CITY ____________LESSEE Page 133 of 247  or in the condition required by this Section 6.2 shall be a Default, which shall be subject to the Cure Period as set forth in Section 10.1(A). Section 6.3 Utilities. Lessee shall furnish to the Leased Premises and pay for all utilities, including but not limited to telephone, gas, electric power, water, heat, air conditioning, sewer, storm water, janitorial services, and garbage and trash removal associated with the Leased Premises and shall make such deposits as are required to secure service. Lessee shall be responsible for any water or sewer impact fees incurred by Lessee’s use of the Leased Premises. Any repairs of the utility lines other than those which are the responsibility of the utility service are the responsibility of Lessee. If utilities are billed to a common meter, Lessee shall pay to the City the pro-rated amount based on square footage of the Leased Premises, unless such utility usage results from an activity undertaken by the City within the Leased Premises. Section 6.4 Signs. Lessee shall not place, or cause to be placed, any sign or signs on the Leased Premises without the prior written consent of the City, which consent shall not be unreasonably withheld. In the event Lessee obtains the consent of the City, Lessee shall be responsible for all costs and labor associated with such signage. Section 6.5 Security. Lessee shall maintain the safety and security of the Leased Premises during the Term of this Agreement. Section 6.6 Obstruction Lights. Lessee shall, at its expense, provide and maintain obstruction lights on any structure on the Leased Premises if required by the City or FAA regulations. Any obstruction lights so required shall comply with the specifications and standards established for such installations by the City or FAA. Section 6.7 Trash, Garbage and Other Refuse. Lessee shall pick up, and provide for a complete and proper arrangement for the adequate sanitary handling and disposal, of all trash, garbage, and other refuse caused as a result of its operation on the Leased Premises. Lessee is responsible for disposal and payment of such services pursuant to Section 6.3. Lessee shall provide and use suitable covered metal receptacles for all such garbage, trash and other refuse on the Leased Premises. Lessee shall not pile boxes, cartons, barrels, pallets, debris or similar items in an unattractive or unsafe manner, on or about the Leased Premises. Section 6.8 Supervision. Lessee shall ensure that management, maintenance, and operation of the Leased Premises shall at all times be under the supervision and direction of an active, qualified, competent representative of Lessee. Upon the City’s request, Lessee shall identify such representative, and any successor, in writing to the City. ARTICLE VII ENVIRONMENTAL CONDITIONS Section 7.1 General Conditions. A. Environmental Representations. Notwithstanding any other provisions of this Agreement, and in addition to any and all other Agreement requirements, and any other covenants 12 _____________CITY ____________LESSEE Page 134 of 247 and warranties of Lessee, Lessee hereby expressly warrants, guarantees, and represents to the City, upon which the City expressly relies that: (i) Lessee shall comply, and cause all Lessee’s Associates to comply, with all applicable Environmental Laws in connection with its use and occupancy of the Leased Premises and any Airport facilities and property and accepts full responsibility and liability for such compliance. In the event of any noncompliance with Environmental Laws, Lessee shall take prompt and appropriate action to address the conditions causing the noncompliance and return to full compliance. (ii) Lessee is knowledgeable of any and all Environmental Laws without limitation which govern or which in any way apply to the direct or indirect results and impacts to the environment and natural resources due to, or in any way resulting from, the conduct by Lessee of its operations pursuant to or upon the Leased Premises and the Airport. Lessee shall keep informed of future changes in Environmental Laws. (iii)Lessee and Lessee’s Associates have been fully and properly trained in the handling and storage of all Hazardous Materials and other pollutants and contaminants regularly used by Lessee or Lessee’s Associates on the Leased Premises, and such training complies with any and all Applicable Laws and Regulations. (iv) Lessee agrees that it will neither handle nor store any Hazardous Materials on the Leased Premises in excess of those required to carry out the Authorized Use, if any, and that all such Hazardous Materials will be stored, used, and disposed of in accordance with all Applicable Laws and Regulations. (v) Lessee shall provide the City satisfactory documentary evidence of all such requisite legal permits and notifications required under any Environmental Law. (vi) Lessee agrees to cooperate with any investigation, audit, or inquiry by the City or any Governmental Authority regarding possible violation of any Environmental Laws. B. Generator of Hazardous Waste. If Lessee is deemed to be a generator of Hazardous Materials or hazardous waste, as defined by Applicable Laws and Regulations, Lessee shall obtain an EPA identification number and the appropriate generator permit and shall comply with all Environmental Laws imposed upon a generator of hazardous waste including, but not limited to, ensuring that the appropriate transportation and disposal of such materials are conducted in full compliance with Environmental Law. C. Inventory List. Lessee shall maintain an accurate inventory list (including quantities) of all such Hazardous Materials on the Leased Premises, whether stored, disposed of, or recycled, which shall be available for inspection at any time on the Leased Premises by the City, 13 _____________CITY ____________LESSEE Page 135 of 247 fire department officials, or other personnel of Governmental Authorities having jurisdiction over the Leased Premises, for implementation of proper storage, handling, and disposal procedures. D. Notification and Copies. Notification of all activities relating to Hazardous Materials by Lessee shall be provided on a timely basis to the City or such other Governmental Authorities as required by the Applicable Laws and Regulations. In the event of any release or threatened release of Hazardous Materials caused by or discovered by Lessee or any Lessee Associate at, on, under, or about the Leased Premises or the Airport, or in the event any claim, demand, complaint, or action arising under Environmental Laws is made or taken against Lessee with respect to activities on the Leased Premises or the Airport, or if Lessee receives any notice pertaining to Lessee’s failure or alleged failure to comply with any Environmental Laws at the Leased Premises, Lessee shall notify the City of all known facts pertinent to such release, threatened release, claim, demand, complaint, action, or notice, and shall provide the City with copies of any and all claims, demands, complaints, notices, or actions so made no later than twenty- four (24) hours following receipt of the same. If Lessee is required by any Environmental Laws or applicable Governmental Authority to file any notice or report of a release or threatened release at, on, under or about the Leased Premises or the Airport, Lessee shall simultaneously provide a copy of such notice or report to the City. Lessee shall provide to the City the name of Lessee’s twenty-four (24)-hour emergency coordinator and his or her phone number in case of any release, spill, leak, or other emergency situation involving Hazardous Materials at the Leased Premises. E. Environmental Permits. Lessee at its expense, shall obtain, maintain, and comply with any and all permits required by any Environmental Laws to conduct the activities or business in which Lessee or Lessee’s Associates will engage on the Leased Premises. Lessee agrees to provide the City copies of all permit application materials, permits, monitoring reports, environmental response plan, and regulated materials storage and disposal plans relating to the Leased Premises. F. Recordkeeping. Lessee shall maintain, in an orderly and easily accessible manner, all correspondence and communications with any Governmental Authority, records, or other information evidencing its compliance with all Environmental Laws for all Hazardous Materials brought upon, kept, used, stored, generated or disposed of in, on or about the Leased Premises, or transported to or from the Leased Premises by Lessee or Lessee’s Associates. Lessee must maintain these records for the period of time as is required by Environmental Laws or ten (10) years following termination of this Agreement, whichever time is longer. G. Review of Environmental Documents. At the City’s written request, Lessee shall make available for inspection and copying, upon reasonable notice and at reasonable times, any and all non-privileged correspondence and communications with Governmental Authority, records, or other information evidencing its compliance with all Environmental Laws for all Hazardous Materials brought upon, kept, used, stored, generated, managed, or disposed of in, on, or about the Leased Premises, or transported to or from the Leased Premises by Lessee or Lessee’s Associates. H. Access for Environmental Inspection. The City shall have access to the Leased Premises upon reasonable prior notice to inspect the same in order to confirm that Lessee is in compliance with the requirements of this Article 7; provided, however, that the City may enter the 14 _____________CITY ____________LESSEE Page 136 of 247 Leased Premises for such purposes without prior written notice in the event of an emergency pertaining to Environmental Laws, as determined by the City. Lessee agrees to fully cooperate with any such inspections; provided that such inspections shall not unreasonably interfere with Lessee’s operations. If the City reasonably believes or has received information leading it to reasonably believe that Lessee’s operations are not in compliance with the requirements of this Article 7, then, upon request by the City, Lessee shall conduct such inspection, testing, and analysis as the City reasonably deems necessary to ascertain whether Lessee is in compliance with this Article 7. Lessee shall pay all actual costs associated with any such environmental inspection, testing, and analysis. Any such tests shall be conducted by qualified independent environmental consultants chosen by Lessee, but such environmental consultants, and the scope and the methods of such investigation, shall be subject to the City’s approval, which shall not be unreasonably withheld. Lessee shall provide copies of any and all relevant reports prepared by such experts to the City within a reasonable time after Lessee receives such reports. I. Violations. If the City receives a notice from any Governmental Authority asserting a violation by Lessee of any Environmental Laws or Lessee’s covenants and agreements contained herein, or if the City otherwise has reasonable grounds upon which to believe that such a violation has occurred, the City or its duly appointed consultants shall have the right, but not the obligation, to enter the Leased Premises and/or perform environmental site assessments for the purpose of determining whether there exists any environmental condition that could result in any liability, cost, or expense to the City. The City shall perform such tests on the Leased Premises as may be necessary, in the opinion of the City or its duly appointed consultants, acting reasonably, to conduct a prudent environmental site assessment; provided, however, such environmental site assessment shall not unreasonably interfere with Lessee’s operations or use and enjoyment of the Leased Premises unless Lessee’s alleged violation or environmental condition poses a risk to the health, safety, or security of Airport users or Airport operations. If Lessee receives a notice of violation, notice of an enforcement action, or other notice of noncompliance, Lessee shall provide a copy of same to the City within three (3) days of receipt by Lessee or Lessee’s agent. Section 7.2 Obligations upon Termination; Remediation. A. Removal of Hazardous Materials. Upon any expiration or termination of this Agreement, Lessee shall demonstrate to the City’s reasonable satisfaction that Lessee has removed any and all Hazardous Materials and is in compliance with applicable Environmental Laws. Such demonstration may include, but is not limited to, independent analysis and testing to the extent that facts and circumstances warrant analysis and testing, such as evidence of past violations or specific uses of the Leased Premises. Lessee shall provide the City with copies of all waste manifests for Hazardous Materials removed from the Leased Premises at least thirty (30) days prior to the termination or expiration date of the Agreement. If Lessee or Lessee’s Associates cause an impermissible release of Hazardous Materials or otherwise cause the contamination of the Leased Premises or other Airport facility or property, Lessee shall bear all costs and responsibility for the required clean up and remediation, and shall indemnify and hold the City harmless therefrom. B. Remediation. Lessee, at its sole cost and expense, shall undertake all necessary steps to remedy and remediate a release of Hazardous Materials or other condition to the extent required by Environmental Laws or the requirements of this Agreement to the extent caused by, or 15 _____________CITY ____________LESSEE Page 137 of 247 resulting from the activities, conduct, or omissions of Lessee or its Lessee’s Associates, on the Leased Premises or at the Airport, as necessary to reasonably protect the public health and safety to the extent required by Applicable Law and/or to bring the Leased Premises or the Airport into compliance with all Environmental Laws applicable to the Leased Premises or Lessee’s operations. The remediation must continue until the Governmental Authorities with jurisdiction determine that no further action is necessary in compliance with applicable Environmental Laws. Notwithstanding the foregoing, Lessee shall be obligated to clean-up and remediate the Leased Premises to achieve such standards or clean-up levels as are reasonably required by the City for properties at the Airport. If the City is unable, after commercially reasonable efforts, to lease the Leased Premises during the period of cleanup and remediation due to the environmental condition or cleanup work being performed, in addition to any other damages, Lessee shall be responsible for payment of lost rent or lost use to the City. C. Step-In Rights. Notwithstanding Lessee’s obligations under this Article 7, the City and any Governmental Authorities shall at all times have the right, should Lessee fail to comply with its obligations under Section 7.2, after reasonable advance written notice, which shall include a reasonable opportunity to cure (except where a Governmental Authority other than the City is empowered by Applicable Law to act without notice), or immediately, if necessary to prevent additional harm to the environment, to take any and all actions as they individually or collectively may reasonably deem necessary to cease, contain, investigate, remediate, or otherwise respond to a condition which results from, causes, or threatens to cause a Release of Hazardous Materials or other condition in violation of Environmental Laws at, under, or about the Leased Premises or at the Airport. Lessee agrees to cooperate with any and all such actions. Section 7.3 No Liability for Business Interruption. The City shall not be responsible to Lessee or any Lessee Associate for any Hazardous Materials in existence in, on, under, or migrating from the Leased Premises or at the Airport, which condition may interfere with Lessee’s business or other operations or activities, or which might otherwise cause damages to Lessee through loss of business, destruction of property, or injury to Lessee, Lessee’s Associates, customers, or clients, except to the extent such conditions are caused by the actions or omissions of the City. Section 7.4 Environmental Indemnification. In addition to any indemnification set forth elsewhere in this Agreement, Lessee hereby indemnifies and agrees to defend and hold harmless the City from all costs, claims, demands, actions, liabilities, complaints, fines, citations, violations, or notices of violation arising from or attributable to: (i) a presence or release of Hazardous Materials caused by Lessee or any of Lessee’s Associates at the Leased Premises or any Airport facility or property, or the subsurface, waters, air, or ground thereof, in excess of levels allowable by Environmental Laws or in violation of any Environmental Laws due to Lessee’s or Lessee’s Associate’s management, control, authorization, handling, possession, or use of Hazardous Materials at the Airport; (ii) any breach by Lessee of any of its warranties, representations, or covenants in this Article 7; (iii) Lessee’s violation of Environmental Laws; or (iv) Lessee’s remediation or failure to remediate Hazardous Materials as required by this Agreement. Lessee’s obligations hereunder will survive the termination or expiration of this Agreement, and will not be affected in any way by the amount of or the absence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting 16 _____________CITY ____________LESSEE Page 138 of 247  the Airport or any part thereof, except that, in the event that the City recovers funds from insurance carriers in connection with claims associated with (i), (ii), (iii), or (iv) above, the City may not recover the same funds from Lessee. Notwithstanding the foregoing, Lessee shall have no indemnification obligation under this Section 7.4 for any costs, claims, demands, actions, liabilities, complaints, fines, citations, violations, or notices of violation arising from or attributable to any release of Hazardous Materials in, on or under the Leased Premises prior to the date of Lessee’s first occupancy of the Leased Premises (which may pre-date the Effective Date), except to the extent materially exacerbated by Lessee or any of Lessee’s Associates or invitees, or otherwise if Lessee’s use, operation, or occupancy of the Leased Premises fails to comply with Environmental Laws. Section 7.5 Remedies Cumulative. Lessee agrees that all remedies of the City as provided in this Article 7 with regard to Hazardous Materials or violations of any Environmental Laws shall be deemed cumulative in nature and the City’s right to indemnification as provided under this Article 7 shall survive the termination of this Agreement. Section 7.6 Survival. Notwithstanding anything to the contrary, the obligations of this Article 7 shall survive any termination or expiration of this Agreement. ARTICLE VIII OBLIGATIONS OF THE CITY Section 8.1 Delivery of Leased Premises. Upon the Effective Date, the City shall deliver to Lessee the Leased Premises vacant and professionally cleaned, and with all systems of the Existing Facilities operational. Section 8.2 Access. The City shall ensure reasonable ingress and egress at all times to and from the Leased Premises for Lessee as set forth in Section 4.3. Section 8.3 Snow Removal. The City shall provide for snow removal from the industrial park access roads and License Area. ARTICLE IX INSURANCE AND INDEMNIFICATION Section 9.1 Insurance. Throughout the Term of this Agreement, Lessee shall obtain and maintain insurance in the types and amounts required under this Section 9.1. A. Insurance Certificates. Lessee shall submit certificates of insurance to the City prior to the Effective Date and annually thereafter. Lessee shall provide to the City certificates of insurance listing “City of Burlington, Burlington International Airport” as the certificate holder and containing information reasonably required by the City, including but not limited to (i) the name, address, and contact information of the authorized agent, Lessee as the insured, and the City as certificate holder; (ii) the name of the insurance company; (iii) description of policies, including coverage types and amounts; (iv) policy number(s) and period(s); (v) limits of liability; and (vi) the signature of the authorized agent. 17 _____________CITY ____________LESSEE Page 139 of 247  B. Additional Insured. Each required insurance policy as it relates to the Leased Premises, the Improvements, and Lessee’s Authorized Use thereof, shall name the City as an additional insured and loss payee, with the specific exception of professional liability workers compensation insurance. C. Policy Provisions. Each of the insurance coverage required herein (i) shall be issued by a company licensed by the State of Vermont to transact the business of insurance in the State of Vermont for the applicable line of insurance, and (ii) shall be issued by an insurer with a Best Policyholders Rating of “A-/VIII” or better by the latest Best Insurance Report or has an analogous rating from a comparable rating service approved by the City. All insurance coverages required under this Agreement, except for workers’ compensation, shall include the City and its officers, agents, and employees as additional named insured, provide thirty (30) days’ prior written notice of cancellation, change, or intent not to renew the insurance, a waiver of subrogation, and list any and all exclusions. Each such policy a provision stating that the policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents, or other representatives and shall contain a clause to the effect that such policies and the coverage evidenced thereby shall be primary with respect to any policies carried by the City, and that any coverage carried by the City shall be excess insurance. In no event shall the limits of said policies be considered as limiting the liability of Lessee under this Agreement. D. Insurance Coverages. Lessee’s liability under this Agreement shall not be limited to the amount of insurance carried. Any changes to insurance are at the sole expense of Lessee. Types and limits of insurance required as of the Effective Date are as follows: (i) Commercial General Liability Insurance. Lessee shall maintain Commercial General Liability Insurance naming the City as additional insured on a primary, non-contributory basis which shall include, but need not be limited to, coverage for bodily injury and property damage (including aircraft) arising from premises and operations liability, products and completed operations liability, personal injury, and advertising liability, contractual liability, fire legal liability, blasting and explosion, collapse of structures, and underground damage liability. The Commercial General Liability Insurance shall provide at minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate. (ii) Workers’ Compensation and Employer’s Liability. Lessee shall provide Workers’ Compensation Coverage in accordance with the statutory limits as established by the State of Vermont and with a minimum limit for employer’s liability no lower than the following: $500,000.00 per accident (bodily injury by accident) and $500,000.00 policy limit, and $500,000.00 per employee (bodily injury by disease). Lessee shall require all contractors and subcontractors performing work or occupying the Leased Premises under this Agreement to obtain an insurance certificate showing proof of Workers’ Compensation coverages and Lessee shall require from its general contractor(s) that all subcontractors submit certificates of such insurance to the City prior to performing work or occupying the Leased Premises. 18 _____________CITY ____________LESSEE Page 140 of 247  (iii)Employers’ Liability Insurance. If Lessee has employees, Lessee shall maintain Employers’ Liability Insurance with limits of at least $500,000 per accident (bodily injury by accident), $500,000 per employee (bodily injury by disease), and $500,000.00 policy limit (bodily injury by disease). (iv) Commercial Business Automobile Liability Insurance. Lessee shall provide Commercial Business Automobile Liability Insurance, which shall include coverage for bodily injury and property damage liability arising from the operation of any owned, non-owned, or hired automobile. The Commercial Business Automobile Liability Insurance Policy shall provide not less than $1,000,000 Combined Single Limits for each accident. (v) Commercial Umbrella Liability Insurance. Lessee shall provide a Commercial Umbrella Liability Insurance Policy to provide excess coverage above the Commercial General Liability, the Commercial Business Automobile Liability[, and Employers’ Liability] on a follow form basis in addition to the minimum limits set forth herein and including identical additional insured requirements as required in the primary liability policies. The minimum amount of Umbrella limits required above the coverages and minimum limits stated above shall be [$4,000,000] per occurrence and [$4,000,000] in the aggregate. Alternatively, if excess coverage is not available for any of the liability policies referenced above, the minimum limits of the underlying policy shall be increased by [$4,000,000] per occurrence and [$4,000,000] in the aggregate. (vi) Builder’s Risk Insurance. During the construction of the Improvements, any major renovation (defined to mean with a cost in excess of $100,000), or major reconstruction of all or any portion of the Improvements, Lessee shall provide, or cause its contractor to provide, a Builder’s Risk Insurance Policy to be made payable to the City and Lessee as their interests may appear, but in all instances subject to the terms and conditions of any Leasehold Mortgage and the requirements of any mortgagee. The policy amount should be equal to 100% of the contract amount under any construction contract applicable to any such construction, renovation, or reconstruction. All deductibles shall be the sole responsibility of Lessee or the contractor, and in no event shall the amount of any deductible exceed $250,000.00. The policy shall be endorsed substantially as follows: “The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy: (i) furniture and equipment may be delivered to the insured premises and installed in place ready for use; and (ii) partial or complete occupancy by Lessee; and (iii) performance of work in connection with construction operations insured by Lessee, by agents or sublessees or other contractors of Lessee, or by contractors of Lessee.” 19 _____________CITY ____________LESSEE Page 141 of 247  (vii) Property Insurance. Upon completion of the construction, renovation, or reconstruction of the Improvements (as may be applicable), during the Term, Lessee shall provide an “all risk” Property Insurance Policy to be made payable to the City and Lessee as their interests may appear. The policy amount should be equal to 100% of the replacement value of the completed Improvements and shall include replacement cost, demolition cost, and increased cost of construction endorsements. All deductibles shall be the sole responsibility of Lessee, and in no event shall the amount of the “all risk” deductible exceed $100,000.00. Any improvements constructed by Lessee upon the Leased Premises shall be constructed and maintained at Lessee’s risk. E. Maintaining Coverage; Modification. The City may require certificates of insurance for any insurance policies entered into by Lessee, and Lessee is responsible for annually verifying and confirming in writing to the City that all sub-contractors, agents, operators, or workers meet the minimum coverage and limits plus maintain current certificates of coverage, and that all work activities related to this Agreement shall meet minimum coverage and limits, with any sub-contractors, agents, operators or workers complying with the same insurance requirements as Lessee. The City reserves the right to review the insurance coverage requirements upon Lessee’s exercise of the Option Term to ensure that the specified coverages and limits remain commercially reasonable for similar improvements and facilities, and Lessee shall modify its coverage upon commencement of the Option Term at Lessee’s sole expense upon the reasonable request of the City if the specified coverages and limits are no longer commercially reasonable for similar improvements and facilities. F. Application to Others. Lessee shall require all contractors, subcontractors, agents, or workers performing work or occupying the Leased Premises to be properly licensed and to obtain insurance coverage meeting the requirements of this Section 9.1 as evidence on a certificate of insurance. Lessee shall require that all such persons submit certificates of such insurance to the City prior to performing work or occupying the Leased Premises. The insurance provisions herein shall likewise apply to any permitted sublessee or assign of Lessee. Any sublessee must comply with the provisions as set forth in this Article 9. G. Existing Improvements. Lessee shall insure the Existing Facilities for no less than the replacement value of such facilities and shall make the City the payee on any such policy of insurance. Section 9.2 Lessee’s Indemnification and Duty to Pay Damages. A. Lessee shall, from and after the Effective Date, defend, indemnify and hold harmless the City, its officers and employees, from and against all loss, liability, damages, claims, proceedings, costs (including costs of defense and reasonable attorneys’ and professionals’ fees incurred in defense or incurred in enforcement of this indemnity), expenses, demands, suits and causes of action (all of the foregoing collectively referred to as “Liabilities”) arising out of or in connection with the following, except to the extent such Liabilities, damage, death, or injury are caused by or arise from the willful misconduct or negligence of the City: 20 _____________CITY ____________LESSEE Page 142 of 247  (i) Damage to the Leased Premises or death or injury to any person sustained on or about the Leased Premises, or arising (directly or indirectly) out of or in connection with Lessee’s possession, use, occupation, or control of the Leased Premises; (ii) Damage to any property or death or injury to any person anywhere occasioned, or claimed to have been occasioned, by any willful misconduct or any negligent act or omission of Lessee or Lessee’s Associates; and (iii) Any breach or default of this Agreement by Lessee or Lessee’s Associates. B. The City shall not be liable to Lessee for any damage by or from any act or negligence of any owner, tenant, occupant, user of adjoining or contiguous property. C. Lessee agrees to pay for all damages of Leased Premises caused by Lessee’s use, misuse, or neglect thereof. D. Lessee shall be responsible and liable for the conduct of Lessee’s Associates in and around the Leased Premises. E. Lessee shall give prompt and timely notice to the City (and copying the Burlington City Attorney’s Office) of any claim made or suit instituted in connection with the Leased Premises, which, in any way, directly or indirectly, contingently or otherwise, affects or may affect the City, the Leased Premises, or the Airport, and of which Lessee has actual knowledge. F. Lessee shall reimburse the City for costs associated with violations issued by state and federal Governmental Authorities in connection with the Leased Premises and resulting from Lessee’s misconduct, incompetence, or negligence as reasonably determined by the City. Such violations include, but are not limited to, letters of investigation issued by TSA. Section 9.3 Performance Bond and Payment Bond. During the construction of any major renovation or major reconstruction with a cost in excess of $500,000 of all or any portion of the Improvements, Lessee shall deliver to the City, at the time of execution of a subsequent contract related to such reconstruction work, evidence of, (i) a performance bond of Lessee’s contractor equal to 100% of the completed value of the work with Lessee named as a co-obligee, and (ii) a labor and materials payment bond from Lessee’s contractor in the amount equal to 100% of the completed value with Lessee named as a co-obligee. This Section 9.3 shall not apply with respect to the initial construction of the Improvements. ARTICLE X DEFAULT AND REMEDIES Section 10.1 Termination by the City. A. Lessee Default. The occurrence of any of the following events shall constitute a default by Lessee (“Default”) under this Agreement unless cured within the time period set forth in this subsection (A) (the “Cure Period”): 21 _____________CITY ____________LESSEE Page 143 of 247  (i) Lessee fails to timely pay any Rent, Additional Rent, or other amount due under this Agreement and such nonpayment shall continue for a period of ten (10) business days after written notice thereof from the City; (ii) Lessee or Lessee’s Associates violate any requirement under this Agreement (including, but not limited to, violation of any Applicable Laws or Regulations or failure to maintain the Leased Premises or the Improvements located thereon), other than the violations referred to in the foregoing subsection (i), and such default shall continue for a period of thirty (30) days after written notice from the City to Lessee specifying the items in default, or in case of a default or contingency which cannot with due diligence be cured within said thirty (30) day period, Lessee fails to proceed within said thirty (30) day period to commence to cure the same and thereafter to prosecute the curing of such default with due diligence (it being understood that the time of Lessee within which to cure shall be extended for such period as may be necessary to complete the same with all due diligence); (iii)Lessee abandons the Leased Premises for a period of sixty (60) consecutive days or more; (iv) Lessee assigns or encumbers any right in this Agreement, delegates any performance hereunder, or subleases any part of the Leased Premises (except as expressly permitted in this Agreement); (v) Lessee files a voluntary petition in bankruptcy or has a petition filed against Lessee in bankruptcy, insolvency, or for reorganization or appointment of a receiver or trustee, which petition is not dismissed within sixty (60) days; (vi) Lessee petitions for or enters into an arrangement for the benefit of creditors, or suffers this Agreement to become subject to a writ of execution and such writ is not released within thirty (30) days; or (vii) Lessee dissolves. B. Termination for Lessee Default. In the event of a Default, if Lessee fails to cure such Default within the applicable Cure Period, the City may terminate this Agreement upon sixty (60) days prior written notice to Lessee. C. Remedies for Failure to Pay Rent. In addition to the remedies under Section 10.1(B) and those otherwise available at law or in equity, if Lessee fails to timely pay any Rent required by this Agreement and fails to cure the same within the applicable Cure Period, the City may: (i) Terminate this Agreement in accordance with Section 10.1(B), resume possession of the Leased Premises, and recover immediately from Lessee the differences between the Rent and the fair rental value of the Leased Premises, together with the Improvements, for the remainder of the Term; or 22 _____________CITY ____________LESSEE Page 144 of 247  (ii) Resume possession and relet the Leased Premises and the Improvements thereon for the remainder of the Term, and recover from Lessee, at the end of the Term or at the time each payment of Rent comes due under this Agreement as the City may choose, the difference between the Rent and the rent received on the re-leasing or renting, provided that the City makes good faith efforts to mitigate Lessee’s damages. D. Reservation of Rights. Notwithstanding the foregoing, the City reserves all rights and remedies at law or in equity to recover for any uncured Default or other violation of this Agreement resulting in damages, loss, or harm to the City. This Section 10.1(E) shall survive expiration or termination of this Agreement for a period of two (2) years. Termination by Lessee. Lessee may terminate this Agreement upon thirty (30) days prior written notice to the City in the event one of the following events occur: A. Injunction. The issuance by any court of competent jurisdiction of an injunction, order, or decree preventing or restraining the use by Lessee of all or any substantial part of the Leased Premises, which remains in force, unvacated, or unstayed for a period of at least sixty (60) consecutive days. B. City Default. The failure of the City to perform a material obligation required of the City under this Agreement within thirty (30) days after written notice by Lessee to the City. If the nature of the City’s obligation is such that more than thirty (30) days are reasonably required for performance or cure, the City shall not be in default if the City (i) provided notice to Lessee that its cure of an alleged violation is reasonably expected to take more than thirty (30) days, and (ii) it commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Section 10.3 Survival. The provisions of this Article 10 and the remedies and rights provided herein shall survive any expiration or termination of this Agreement. ARTICLE XI ASSIGNMENT AND SUBLEASING Section 11.1 Assignment by Lessee. A. Lessee shall not assign any of its rights under this Agreement, including, but not limited to, rights in any Improvements, (whether such assignment is voluntarily or involuntarily, by merger, consolidation, dissolution, change in control, or any other manner), and shall not delegate any performance under this Agreement, except with the prior written consent of the City, which may be granted or withheld in the City’s sole discretion. As a condition of obtaining such consent, the transferee receiving any such right shall be required to execute a new lease agreement provided by the City. Regardless of the City’s consent, Lessee shall not be released from any obligations for matters arising during the time when this Agreement is in effect. Any purported assignment or delegation of rights or delegation of performance in violation of this section is void. Notwithstanding anything to the contrary, the City’s consent shall not be required with respect to an assignment to a direct or indirect Affiliate of Lessee so long as the ultimate parent company, currently Beta Technologies, Inc., a Delaware corporation, remains liable for the obligations of the 23 _____________CITY ____________LESSEE Page 145 of 247 tenant under this Agreement. As used in this Agreement, “Affiliate” means a person or entity that Controls, is Controlled by, or is under common Control with another person or entity, and “Control” or “Controlled” means ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation, or other majority equity and control interest of an entity which is not a corporation, or the possession of power to direct or cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting securities, by statute or according to the provisions of a contract. B. Upon the termination of this Agreement, Lessee hereby assigns, transfers, and coveys to the City, without warranty and to the extent assignable by Lessee without requiring third- party consents, the following: (i) The right to the use of the Plans and Specifications to the extent owned by Lessee; (ii) Any copyright interests in the Plans and Specifications held by Lessee; and (iii)The right to enforce, in Lessee’s own name as a proper party, any subcontracts related to the Improvements or other maintenance or services contracts in force with respect to the Leased Premises or Improvements and any warranties arising under any of them or in connection with the performance thereof, as the case may be. Section 11.2 Subleasing by Lessee. Lessee shall not sublease any portion of the Leased Premises or Improvements without prior written consent of the City, which may be granted or withheld in the City’s sole but reasonable discretion. Any sublease or sublease form approved by the City must, at a minimum, be subordinate to this Agreement and provide the City with the right of attornment in the event of Lessee’s default under this Agreement or the expiration or termination of this Agreement. Any sublessee must comply with the provisions as set forth in this Article 11. Notwithstanding anything to the contrary, the City’s consent shall not be required with respect to any sublease to a direct or indirect Affiliate of Lessee. Section 11.3 Assignment by City. The City shall have the right, in the City’s sole discretion, to assign any of its rights under this Agreement (and in connection therewith, shall be deemed to have delegate its duties), and upon any such assignment, Lessee agrees that Lessee shall perform its obligations under this Agreement in favor of such assignee. Section 11.4 Encumbrances. Lessee shall not encumber or permit the encumbrance of the City’s title to the Leased Premises. Lessee shall not encumber or permit the encumbrance of Lessee’s leasehold interest in the Leased Premises, the Improvements, or any of Lessee’s rights under this Agreement without the City’s prior written consent, which may be granted or withheld in the City’s sole discretion. Lessee shall not record this Agreement or any document or interest relating thereto. Any purported encumbrance of rights in violation of this Section 11.4 is void. 24 _____________CITY ____________LESSEE Page 146 of 247  ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.1 Notices. Any notices to be given pursuant to this Agreement shall be sufficient if given by a writing deposited in the United States mails, certified mail or registered mail, return receipt requested, postage prepaid, by commercial courier, provided the courier’s regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier’s receipt from the sender, by email (provided the electronic process used is reasonably secure and not easily susceptible to manipulation and that if notice is delivered by email, notice must also be delivered by one of the other methods described above unless the recipient or its counsel waives for foregoing) addressed as follows: To the City: To Lessee: City of Burlington Beta Technologies, Inc. Attn: Office of the City Attorney Attn: CEO & OOO City Hall, 149 Church St. 1150 Airport Drive Burlington, VT 05401 South Burlington, VT 05403 Email: [ ] Email: [ ] with a copy to: with a copy to: Patrick Leahy Burlington International Airport Beta Technologies, Inc. Attn: Director of Aviation Attn: General Counsel 1200 Airport Drive 1150 Airport Drive South Burlington, VT 05403 South Burlington, VT 05403 Email: [ ] Email: [ ] or to such other address as the addressee may designate in writing by notice to the other Party delivered in accordance with the provisions of this Section 12.1. Any such notice or other communication shall be deemed given: (i) if mailed, three days after being deposited in the mail, properly addressed and with postage prepaid; (ii) if sent by courier, the next day after being deposited with the courier, properly addressed and with prepaid; (iii) if sent by email, when transmitted, provided that the sender does not receive an automated delivery failure or “out of office” message. Section 12.2 No Waiver. The waiver by the City of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent hereunder by the City shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant, or condition of this Agreement, other than the failure of Lessee to pay the particular Rent so accepted, regardless of the City’s knowledge of such preceding breach at the time of acceptance of such Rent. 25 _____________CITY ____________LESSEE Page 147 of 247  Section 12.3 Lessee’s Subordination. The City represents and warrants to Lessee that there are no mortgages, trust indentures, or other security interests encumbering the Leased Premises as of the Effective Date. Lessee hereby subordinates and makes this Agreement inferior to all future mortgages, trust indentures, or other security interest of the City or the City’s successor in interest. Lessee shall execute and deliver any documents required to evidence and perfect such subordination, provided that the holders or beneficiaries under such mortgages, trust indentures, or other security interests provide, for the benefit of Lessee, a non-disturbance agreement in a commercially reasonable form. Section 12.4 Relocation. In the event that proper, planned, and orderly development of the Airport shall require that the City devote any part of the Leased Premises to a different use than that contemplated by this Agreement, or in the case of an emergency, the City shall have the right—upon sixty (60) days’ advance written notice to Lessee and without cost or expense to Lessee—to relocate all or part of the Leased Premises. Said relocated premises shall be of no less area, as conveniently located as is reasonable considering all demands for space at the Airport, and shall be replacement premises of the same or substantially similar quality as those premises vacated. All terms and conditions of this Agreement, except the description of the Leased Premises, shall apply to said relocated premises. Section 12.5 Subordination to Grant Assurances. This Agreement shall be subject and subordinate to the provisions of any existing or future agreements between the City and the United States of America, relative to the operation and maintenance of the Airport, the terms and execution of which have been or may be required as a condition precedent to the expenditure or reimbursement to the City of federal funds for the development of the Airport (“Grant Assurances”). In the event that this Agreement, either on its own terms or by any other reason, conflicts with or violates any such Grant Assurances, the City has the right to amend, alter or otherwise modify the terms of this Agreement in order to resolve such conflict or violation. Section 12.6 Non-Interference With Operation of the Airport. Lessee expressly agrees for itself, its successors and assigns, and all other Lessee’s Associates that Lessee shall not conduct operations in or on the Leased Premises in a manner that (i) interferes or might interfere with Airport operations or the reasonable use by others of other leased spaces or common facilities at the Airport, (ii) hinders or might hinder police, fire fighting, or other emergency personnel in the discharge of their duties, (iii) would or would be likely to constitute a hazardous condition at the Airport, (iv) would or would be likely to increase the premiums for insurance policies maintained by the City unless such operations are not otherwise prohibited hereunder and Lessee pays the increase in insurance premiums occasioned by such operations, (v) is contrary to any applicable Grant Assurance; (vi) would contradict or violate any Applicable Laws or Regulations, directive, or similar restriction issued by any Governmental Authority having jurisdiction over the Airport, including the City, FAA, Homeland Security, TSA, and Customs and Border Patrol, or (vii) would involve any illegal purposes, (viii) directly or indirectly interferes with the operation by the City or the FAA of air navigational, communication, or flight equipment on the Airport. In the event this covenant is breached, the City reserves the right, after prior written notice to Lessee, to enter upon the Leased Premises and cause the abatement of such interference at 26 _____________CITY ____________LESSEE Page 148 of 247  the expense of Lessee. The City shall have the right to take any action it considers necessary to protect aerial approaches of the Airport against obstructions, together with the right to prevent Lessee from erecting or permitting or causing to be erected any building or other structure which, in the sole opinion of the City, would limit the usefulness of the Airport or constitute a hazard to aircraft. In the event of a breach in Airport security caused by Lessee, resulting in fine or penalty to the City of which Lessee has received prior written notice, such fine or penalty will be charged to Lessee. Section 12.7 Emergency Closures. During time of war or national emergency, the City shall have the right to enter into an agreement with the United States Government for military or naval use of part or all of the landing area, the publicly-owned air navigation facilities, and/or other areas or facilities of the Airport. If any such agreement is executed, the provisions of this Agreement, insofar as they are inconsistent with provisions of the agreement with the United States Government, will be suspended. Lessee must comply with all local, state, federal orders, directives, regulations, guidance, advisories during public emergencies. Public emergencies include, but are not limited to, national, state and local security emergencies; public health emergencies and pandemics; evacuations; chemical spills; shelter-in-place alerts; severe weather advisories; boil water advisories; and roadway interruptions. Lessee’s failure to comply with any local, state, federal orders, directives, regulations, guidance, or advisories during a public emergency shall constitute a breach of this Agreement. The City shall have sole discretion in determining if Lessee is compliant with the above. If a public emergency is declared, the City will not be responsible for any expenses or losses incurred as a result of any public emergency. Section 12.8 Interpretation. A. References in the text of this Agreement to articles, sections or exhibits pertain to articles, sections or exhibits of this Agreement, unless otherwise specified. B. The terms “hereby,” “herein,” “hereof,” “hereto,” “hereunder” and any similar terms used in this Agreement refer to this Agreement. The term “including” shall not be construed in a limiting nature, but shall be construed to mean “including, without limitation.” C. Words importing persons shall include firms, associations, partnerships, trusts, corporations, and other legal entities, including public bodies, as well as natural persons. D. Any headings preceding the text of the articles and sections of this Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect the meaning, construction or effect of this Agreement. E. Words importing the singular shall include the plural and vice versa. Words of the masculine gender shall be deemed to include correlative words of the feminine and neuter genders. Section 12.9 Force Majeure. No act or event, whether foreseen or unforeseen, shall operate to excuse Lessee from the prompt payment of Rent or any other amounts required to be paid under this Agreement. If the City (or Lessee in connection with 27 _____________CITY ____________LESSEE Page 149 of 247  obligations other than payment obligations) is delayed or hindered in any performance under this Agreement by a Force Majeure Event, such performance shall be excused to the extent so delayed or hindered during the time when such Force Majeure Event is in effect, and such performance shall promptly occur or resume thereafter at the expense of the Party so delayed or hindered. The Parties shall have the duty to take reasonable actions to mitigate or prevent further delays or losses resulting from such Force Majeure Event. Lessee hereby releases the City from any and all liability, whether in contract or tort (including strict liability and negligence) for any loss, damage or injury of any nature whatsoever sustained by Lessee or Lessee’s Associates during the Term, including, but not limited to, loss, damage or injury to the aircraft or other personal property of Lessee that may be located or stored in the Leased Premises due to a Force Majeure Event. Section 12.10 City’s Limitation of Liability. The City shall not be liable to Lessee or Lessee’s Associates for any damages or loss caused to them or their property by any of the following: water, rain, wind, snow ice, sleet, hail, fire, storms, earthquake, volcanic eruption, or any other weather event or condition outside of the City’s control; any Airport tenant, user, operator, or any other third party; or by breakage, stoppage, or leakage of utilities on or adjacent to the Leased Premises. In the event of damage or destruction to the Leased Premises, the City is under no obligation to provide substitute space o property to Lessee. Section 12.11 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without giving effect to such jurisdiction's principles of conflict of laws. The Parties consent to and submit to in personam jurisdiction and venue in the State of Vermont, County of Chittenden, and in the U.S. District Court for the District of Vermont. The Parties assert that they have purposefully availed themselves of the benefits of the laws of the State of Vermont and waive any objection to in personam jurisdiction on the grounds of minimum contacts, waive any objection to venue, and waive any plea of forum non conveniens. This consent to and submission to jurisdiction is with regard to any action related to this Agreement, regardless of whether the Parties’ actions took place in the State of Vermont or elsewhere in the United States. Section 12.12 Amendments and Waivers. No amendment to this Agreement shall be binding on the City or Lessee unless reduced to writing and signed by both Parties. No provision of this Agreement may be waived, except pursuant to a writing executed by the Party against whom the waiver is sought to be enforced. Section 12.13 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect if both the economic and legal substance of the transactions that this Agreement contemplates are not affected in any manner materially adverse to any Party. If any provision of this Agreement is held invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes of this Agreement. 28 _____________CITY ____________LESSEE Page 150 of 247  Section 12.14 Merger. This Agreement constitutes the final, complete, and exclusive agreement between the Parties on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. In entering into this Agreement, neither Party has relied on any statement, representation, warranty, nor agreement of the other Party except for those expressly contained in this Agreement. Section 12.15 Relationship of Parties. This Agreement does not create any partnership, joint venture, employment, or agency relationship between the Parties. Nothing in this Agreement shall confer upon any other person or entity any right, benefit, or remedy of any nature. Section 12.16 Further Assurances. Each Party shall execute any document or take any action that may be necessary or desirable to consummate and make effective a performance that is required under this Agreement. Section 12.17 Governmental Immunity and Limitations on Liability. Lessee is hereby advised that any claims made by Lessee against the City, its officers, directors, employees, contractors, or volunteers shall be subject to the limitations set forth 12 V.S.A. § 5601, as the same may be amended from time to time. Nothing in this Agreement shall be construed to waive or limit any governmental or sovereign immunity the City may have, from any claim whatsoever, under statute or judicial precedent. Section 12.18 Notice of Lease. The Parties will at any time, at the request of either one, promptly execute multiple originals of an instrument, in recordable form which will constitute a notice of lease, setting forth the information required by 27 V.S.A. § 341(c). The City shall, upon request of Lessee, promptly execute and deliver to Lessee any transfer tax returns, affidavits or other documents which shall be required by any recording office as a condition of recording such memorandum or notice of this Agreement. Lessee shall be responsible for all recording fees and other recording costs, including recording taxes, related to the recording of the memorandum or notice of this Agreement. Section 12.19 No Discrimination. In addition to the federal clauses in Section 12.20, Lessee, for itself, its representatives, successors, and assigns, does hereby covenant and agree that no person on the grounds of political or religious affiliation, race, color, national origin, place of birth, ancestry, age, sex, sexual orientation, gender identity, marital status, veteran status, disability, HIV positive status, genetic information or other protected classification shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of Lessee’s facilities pursuant to its operations hereunder. Lessee shall comply with all the requirements of Title 21, V.S.A., Chapter 5, Subchapter 6 and 7, relating to fair employment practices, to the extent applicable. All subcontracts permitted hereunder shall include reference to the above. Section 12.20 Required Federal Clauses. Lessee shall comply, and shall cause Lessee’s Associates to comply, with all Laws and Regulations, including all of the required federal clauses in this Section 12.20. 29 _____________CITY ____________LESSEE Page 151 of 247  A. During the performance of this Agreement, Lessee, for itself, its assignees, and successors in interest, agrees as follows: (i) Compliance with Regulations: Lessee will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. (ii) Non-discrimination: Lessee, with regard to the work performed by it during the term of this Agreement, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of contractors, including procurements of materials and leases of equipment. Lessee will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. (iii)Information and Reports: Lessee will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the FAA to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of Lessee is in the exclusive possession of another who fails or refuses to furnish the information, Lessee will so certify to the City or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. (iv) Sanctions for Noncompliance: In the event of Lessee’s noncompliance with the Non-discrimination provisions of this Agreement, the City will impose such sanctions as it or the FAA may determine to be appropriate, including, but not limited to cancelling, terminating, or suspending the Agreement, in whole or in part. (v) Incorporation of Provisions: Lessee will include the provisions of paragraphs (i) through (iv) of this Section 12.20(A) in every contract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. Lessee will take action with respect to any contract or procurement as the City or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Lessee becomes involved in, or is threatened with litigation by a contractor, or supplier because of such direction, Lessee may request the City to enter into any litigation to protect the interests of the City. In addition, Lessee may request the United States to enter into the litigation to protect the interests of the United States. 30 _____________CITY ____________LESSEE Page 152 of 247  B. Lessee for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a FAA activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. C. Lessee for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that Lessee will use the Leased Premises in compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination Acts and Authorities. D. During the performance of this Agreement, Lessee agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: (i) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); (ii) 49 CFR Part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); (iii)The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal- aid programs and projects); (iv) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; (v) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); (vi) Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); 31 _____________CITY ____________LESSEE Page 153 of 247  (vii) The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not); (viii) Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR Parts 37 and 38; (ix) The FAA’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); (x) Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; (xi) Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and (xii) Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). E. In all its activities within the scope of its airport program, Lessee agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. If Lessee transfers its obligation to another, the transferee is obligated in the same manner as Lessee. The above provision obligates Lessee for the period during which the property is owned, used or possessed by Lessee and the airport remains obligated to the FAA. 32 _____________CITY ____________LESSEE Page 154 of 247  F. In the event of breach of any of the above Nondiscrimination covenants, the City will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Agreement had never been made or issued. G. This Agreement incorporates by reference the provisions of 29 CFR Part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. Lessee has full responsibility to monitor compliance to the referenced statute or regulation. Lessee must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. H. This Agreement incorporates by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Lessee must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. Lessee retains full responsibility to monitor its compliance and any sublessee’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Lessee must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. I. Lessee agrees that it shall insert the above eight provisions (Section 12.20(A) through (H)) in any agreement by which said Lessee grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public on the Leased Premises herein leased or owned. J. Lessee agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned for the Leased Premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the Leased Premises. Section 12.21 Condemnation. A. In the event of a condemnation or a taking by the use of eminent domain of all or any part of the Leased Premises, all proceeds of such condemnation or taking shall be apportioned to Lessee and the City as follows: (i) The amount awarded for the taking of the Leased Premises shall belong to the City. (ii) Lessee shall have the right to recover such compensation as may be awarded on account of the value of the Improvements owned and/or made by Lessee for the remainder of the Term, for moving and relocating expenses, for the value of its property interest and business conducted on the Leased Premises including but not limited to the loss, if any, sustained by Lessee as a result of the termination of this Agreement for loss of business, fixtures, goodwill, moving expenses and attorneys’ fees and costs, and for any other damages sustained by Lessee as a result of such condemnation, provided that Lessee may not pursue the City for any such costs unless the City is the entity condemning or taking the Improvements. 33 _____________CITY ____________LESSEE Page 155 of 247  B. If the condemnation or taking by eminent domain is such that Lessee cannot reasonably conduct its business, then at Lessee’s option, the Agreement may be terminated upon sixty (60) days prior written notice to the City. In the event of a partial condemnation of the Leased Premises, this Agreement shall not be terminated, provided there should be an equitable reduction in the amount of Rent payable under this Agreement. Section 12.22 Public Records Act. Any and all records submitted to the City, whether electronic, paper, or otherwise recorded, are subject to the Vermont Public Records Act. The determination of how those records must be handled is solely within the purview of the City. All records considered to be trade secrets, as that term is defined by subsection 317(c)(9) of the Vermont Public Records Act, shall be identified, as shall all other records considered to be exempt under the Vermont Public Records Act. It is not sufficient to merely state generally that the proposal is proprietary or a trade secret or is otherwise exempt. Particular records, pages, or sections that are believed to be exempt must be specifically identified as such and must be separated from other records with a convincing explanation and rationale sufficient to justify each exemption from release consistent with Section 317 of Title 1 of the Vermont Statutes Annotated. Section 12.23 Livable Wage Ordinance. Lessee shall comply with all applicable requirements of the City’s Livable Wage Ordinance, B.C.O. 21-80 et seq (“LWO”), in connection with this Agreement. Among other things, Lessee shall pay all “covered employees” as defined in the LWO (including the covered employees of contractors and subcontractors) a livable wage, as determined or adjusted annually by the City, and shall provide paid time off during the entirety of the Term pursuant to the requirements of the LWO, to the extent such requirements are applicable to Lessee’s activities. Section 12.24 Outsourcing Ordinance. Lessee shall comply with, and cause its officers, directors, employees, contractors, subcontractors, permitted sublessees, and other representatives to comply with, the City of Burlington’s Outsourcing Ordinance, B.C.O. §§ 21-90 – 21-93, in carrying out its rights and obligations under this Agreement. Section 12.25 Union Deterrence Ordinance. Lessee shall comply with, and cause its officers, directors, employees, contractors, subcontractors, permitted sublessees, and other representatives to comply with, the City of Burlington’s Union Deterrence Ordinance, B.C.O. §§ 21-100 et seq., in carrying out its rights and obligations under this Agreement. Section 12.26 Casualty. In the event of a casualty to the Existing Facilities or Improvements on the Leased Premises, the City shall promptly rebuild or repair the Leased Premises. All proceeds of the insurance policy of the City covering the casualty shall be applied first to the repair and restoration of the Existing Facilities and the Property, and any insurance proceeds in excess of the amounts required to repair and/or restore the Existing Facilities and the Property shall be apportioned freely to the City. All proceeds of the insurance policy of the Lessee covering the casualty to the Improvements shall be applied first to the repair and restoration of the Improvements, and any insurance proceeds in excess of the amounts required to repair and/or restore the Improvements shall be apportioned freely to Lessee. If the casualty is such that Lessee cannot reasonably conduct its business, then at Lessee’s option, the Agreement may be terminated upon sixty (60) days prior written 34 _____________CITY ____________LESSEE Page 156 of 247  notice to the City. In the event of a partial casualty of the Leased Premises, this Agreement shall not be terminated, provided there should be an equitable reduction in the amount of Rent payable under this Agreement. Lessee shall not be required to rebuild or repair any Improvements located on the Leased Premises but may do so at its option. Section 12.27 Cooperation. The Parties shall make their designated representative available to meet within a reasonable time to discuss issues relating to the Agreement or the Leased Premises. Section 12.28 No Third-Party Beneficiaries. This Agreement is made for the sole and exclusive benefit of the City and Lessee, and is not made for the benefit of any third party. Section 12.29 Authority. The persons signing this Agreement hereby warrant that they have full authority to sign this Agreement on behalf of the respective Parties. Section 12.30 Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the matters described herein, and any representations or understandings not included herein shall have no effect. Section 12.31 Commissions and Fees. The Parties warrant and represent to each other that they have no knowledge of any real estate broker or agent to whom a commission may be payable as a result of this transaction or any such knowledge of any finder’s fees or commissions related thereto, except Donahue & Associates (the “Broker”). The City shall be solely responsible for paying the Broker any and all real estate commissions and/or fees associated with this Agreement. The Parties shall indemnify and hold harmless the other for all claims or demands of any other real estate agent or broker claiming by, through, or under such party, which indemnification shall also include payment of costs and attorneys’ fees incurred by a party in defense of a claim for such real estate commissions or fees. [SIGNATURE PAGES FOLLOW] 35 _____________CITY ____________LESSEE Page 157 of 247  IN WITNESS WHEREOF, the Parties, as evinced by the signatures of their duly authorized agents, do hereby execute this Agreement as of the Effective Date. CITY OF BURLINGTON, a municipal corporation of the State of Vermont By: Name: ______________________________________ Title: _______________________________________ STATE OF VERMONT ) ) ss. COUNTY OF CHITTENDEN ) The foregoing instrument was acknowledged before me this ____ day of _______________, 2025, by ______________________________________________________, as and Authorized Agent of City of Burlington. __________________________________ Notary Public My commission number: My commission expires: Signature Page of the City Page 158 of 247 IN WITNESS WHEREOF, the Parties, as evinced by the signatures of their duly authorized agents, do hereby execute this Agreement as of the Effective Date. LESSEE BETA TECHNOLOGIES, INC. a Delaware corporation By: Name: ______________________________________ Title: _______________________________________ STATE OF VERMONT ) ) ss. COUNTY OF CHITTENDEN ) The foregoing instrument was acknowledged before me this ____ day of _______________, 2025, by ______________________________________________________, as and Authorized Agent of Beta Technologies, Inc. __________________________________ Notary Public My commission number: My commission expires: Signature Page of Lessee Page 159 of 247  EXHIBIT A Leased Premises and License Area Exhibit A Leased Premises Page 160 of 247  81 Maple Street ▪ Burlington VT 05401 802▪864▪6844 ▪ www.fffinc.com Architecture ▪ Planning ▪ Interiors 2 EXISTING ENTRY ELEVATION A100 SCALE: 1/8" = 1'-0" A100 2 13'-11" 12'-6" 17'-0" 10'-11" 9'-0" 12'-4" 16'-9" 9'-0" 4'-0" 19'-5" TLT IT 11'-10" 11'-10" 10'-2" TLT 16'-6" 17'-4" 14'-4" 12'-8" 13'-6" SPKLR ELEC ROOM 12'-4" 25 Customs Drive PATRICK LEAHY BURLINGTON 8'-6" WORK AREA INTERNATIONAL AIRPORT OPEN AREA 4'-0" OFFICE SUITE B OPEN AREA TLT 38'-2" OPEN AREA 45'-2 1/2" SHED 16'-4" 12'-0" OPEN AREA 10'-5" 10'-6" 14'-0" The purpose of this drawing is for general overall dimensions of the existing space. The drawing is not intended for construction purposes, and other than being to scale, it does not 68'-8" identify all existing conditions and metrics. The site has not been surveyed and accordingly site 15'-7" 20'-5" elements are diagrammatic for general reference only. Measurements to satisfy BOMA calculation requirements could be provided through supplemental services. GENERAL NOTES: OPEN AREA 1. ALL BUILDING DIMENSIONS ARE APPROXIMATE, BASED ON HAND MEASURING IN FIELD. THE CURRENT TENANT FURNITURE AND EQUIPMENT IS WITHIN THE SPACE MAKING IT DIFFICULT TO DIMENSION AND CONFIRM ALL EXISTING CONDITIONS. SOUTH BURLINGTON, VT 2. FOR DIAGRAMMATIC PURPOSE ONLY. DRAWINGS ARE NOT FOR CONSTRUCTION. 34'-9 1/2" OPEN AREA SPECIALTY OPEN AREA OPEN AREA 15'-1" 6'-0" 37'-8 1/2" FFF PROJECT NO: AREA 2501 30'-6" ORIGINATION SCALE: 25 CUSTOMS DRIVE 23'-0 1/2" DATE: SPECIALTY SPECIALTY COVERED AREA AREA 03/07/2025 1/8" = 1'-0" AREA DRAWN BY: CHECKED BY: JG AH 14'-6" STORAGE SPECIALTY AREA ISSUE LOG: SPECIALTY 32'-1" 26'-1" 20'-2" 19'-0" AREA SHED SHEET CONTENTS: EXISTING PLAN & ENTRY 3/9/2025 10:59:08 AM ELEVATION SHEET NO: 1 A100 EXISTING LEVEL 1 PLAN SCALE: 1/8" = 1'-0" A100 © 2022 Freeman French Freeman Inc. Page 161 of 247  EXHIBIT B Leased Premises Existing Conditions as of May 5, 2025 39 Page 162 of 247 Page 163 of 247 Page 164 of 247 Page 165 of 247 Page 166 of 247 Page 167 of 247  EXHIBIT C Turnover Responsibilities 40 Page 168 of 247  25 Customs Drive Turnover Responsibilities May 5, 2025 City Responsibilities • Remove equipment/tooling left by previous Tenant (Complete) • Perform a preventive maintenance on the RTUs and the hot water heaters. Share reports with BETA. • Ensure the fire sprinkler systems is inspected and compliant. • Inspect the fire sprinkler backflow preventor. • Final clean of space that was not completed by the prior tenant. Final clean to include duct cleaning. • Repair exterior doors that do not operator correctly. South West door is the only opening that remains to be fixed. • Replace transformer in main electric room that was not functioning properly for base building lighting. • Add backflow preventor per Champlain Water District to be code compliant. 1 Page 169 of 247  Board of Finance and City Council Submission Checklist Version: April 2025 Department: Airport Submitter: Nicolas Longo Request to execute a Non-Aeronautical Facility Lease Agreement with Beta Title/Subject: Technologies for an industrial building located at 25 Customs Drive Approval Requested: Meeting Date: ☐ Board of Finance Click or tap to enter a date. ☐ City Council Click or tap to enter a date. ☒ Both BOF and Council 6/16/2025 Instructions 1. This form must be completed by the person submitting the materials. 2. This form must be sent with the final submission of materials in advance of the meeting. 3. Do not indicate that a sign-off was received until it has actually been obtained. 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys. 5. Name the reviewing Attorney or HR Manager in the Note column. Signoff Needed Received? Approval Date Note Department Head Yes 5/23/2025 Nicolas Longo Mayor’s Office Yes 5/28/2025 Erin Jacobsen Board/Commission Yes 5/28/2025 Airport Commission City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text. contracts or legal documents item. enter a date. City Attorney’s Office for memo and Yes 6/10/2025 Erik Ramakrishnan motion(s) or resolution(s) CAO for budget, financing, and memo Yes 5/27/2025 Katherine Schad Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text. or policy item. enter a date. CIO, if IT-related Choose an Click or tap to Click or tap here to enter text. item. enter a date. Page 170 of 247 To: Board of Finance and City Council From: Brian Pine, incumbent Director Community & Economic Development Office (CEDO) Tim Clancy, HR Manager CC: Kara Alnasrawi, incoming CEDO Director Date: June 16, 2025 Re: Re-classification of the Housing Program Specialist in CEDO Executive Summary: The Community & Economic Development Office (CEDO) is requesting the re-classification of the Housing Program Specialist position from a grade 17 to 18. Background: With internal restructuring and the recent loss of capacity within CEDO the Housing Program Specialist is now tasked with administration and oversight of the City of Burlington’s Permanent Supportive Housing grant(s) funded by the US Department of Housing & Urban Development (HUD). For more than ten years the permanent supportive housing (PSH) grants have provided rental assistance for up to 41 households who were experiencing homelessness ensuring they have an integrated, permanent home with supportive services in the community. Chittenden County Homeless Alliance is a coalition of individuals, organizations, and government entities that support a vision of a safe, decent, affordable, stable home for every person and family in Chittenden County. On behalf of CCHA the City of Burlington annually submits a collaborative application to HUD’s Continuum of Care funding competition. The PSH grant is one of several applications included in this collaborative application; these HUD funds are prioritized to persons in the community who are unhoused and experiencing the greatest vulnerabilities through the Coordinated Entry program. This reclassification is necessary as this union non-exempt position is engaging in responsibilities that require additional skills and knowledge, were not a part of their original job description, and were a part Page 171 of 247 of a grievance filed by the AFSCME union. Specific new skills and tasks include: budgeting and financial monitoring, completing grant applications, periodic and annual reporting, tracking program participants, monitoring funding partners, leading grant compliance meetings, and acting as liaison and point-of- contact for stakeholders. The AFSCME union grievance will be resolved when the reclassification is formally approved and compensation is backdated to the 4/3/25 start date for taking on the additional responsibilities. The updated job description was reviewed by the HR grading committee, and they recommended reclassification to pay grade 18 for the position. There is an existing $5,000 annual administrative fee that is derived from these grants, and CEDO staff are working with HUD to expand this funding amount. Time expended in administering this grant is also an allowed expense under the Housing Trust Fund as it extends housing opportunities and access to households in the City with very low or non-existent income. These additional responsibilities were transferred to the Housing Program Specialist April 3, 2025 Financial Impact: Position Current Proposed FY25 New Current Rate Grade/Step Grade/Step Rate Housing Program $35.0363/hr 17/3 $32.7568/hr 18/3 Specialist Motions: Board of Finance Motion To approve and recommend that the City Council approve and authorize the reclassification of the Housing Programs Specialist, a regular, full-time, non-exempt, AFSCME, Grade 17 position to a regular, full-time, non-exempt, AFSCME, Grade 18 position in the Community & Economic Development Office. City Council Motion To approve and authorize the reclassification of the Housing Programs Specialist, a regular, full-time, non-exempt, AFSCME, Grade 17 position to a regular, full-time, non-exempt, AFSCME, Grade 18 position in the Community & Economic Development Office. Page 2 of 2 Page 172 of 247  Board of Finance and City Council Submission Checklist Department: CEDO Submitter: Brian Pine Title/Subject: Reclassification of CEDO Housing Programs Specialist Approval: Meeting Date: ☒ Board of Finance 6/16/2025 ☒ City Council 6/16/2025 ☐ Concurrent 6/16/2025 This form must be completed by the person submitting the materials, and sent with the final submission. Please do not indicate that a signoff was received until it has actually been obtained. Signoffs Received Date Signoff Needed Received Note Received Department Head Yes 6/11/2025 Brian Pine Mayor’s Office informed and approved memo Yes 6/11/2025 Erin Jacobsen Board/Commission, if required N/A Click or tap Click or tap here to to enter a enter text. date. City Attorney’s Office has approved contract N/A Click or tap Click or tap here to and/or legal documents, to enter a enter text. -Identify attorney in note date. City Attorney’s Office has approved memo and Yes 6/11/2025 Emmett Wood motion(s) or resolution(s) -Identify attorney in note CAO has reviewed budget, financing, and Yes 6/11/2025 Katherine Schad memo Human Resources, if personnel action N/A Click or tap Click or tap here to -Identify HR Manager in note to enter a enter text. date. CIO, if an IT-related investment/purchase N/A Click or tap Click or tap here to to enter a enter text. date. Materials Included Included? Note Final Memo Attached? Yes Memo with motion Contract Attached, if applicable? No N/A Additional Materials, if necessary No N/A Draft Resolution or Motion? Yes Part of the memo If for submission to Council, are N/A Click or tap here to enter text. sponsors identified? Page 173 of 247  MEMORANDUM To: Board of Finance From: Shawn P. Burke, Interim Chief of Police Date: June 16th, 2025 Re: Creation of Limited Service Interim Deputy Chief of Operations Position EXECUTIVE SUMMARY I am pleased to bring forward for your consideration the creation of a Limited Service Interim Deputy Chief of Operations position to be filled by Jon Young who formerly served with BPD. Jon Young was identified in the search process and will assume the role of Deputy Chief of Operations on June 30th, 2025, contingent upon approval by the Board of Finance. BACKGROUND and ROLE The Deputy Chief of Operations position has been vacant since the fall of 2024 when Wade Labrecque retired. The former administration launched a national search for the position after concluding that there were no viable internal candidates. This process led to the City offering Jon Young the role of Interim Deputy Chief of Operations and his acceptance of that offer for a term of three years beginning June 30th. This offer is strategic in terms of bringing immediate stability to the Command Team, providing leadership to the Uniform Service Bureau, and creating the opportunity for intentional staff development to assume command level positions in the future. QUALIFICATIONS Jon Young served with the BPD for 20 years and held the rank of Lieutenant upon his retirement in 2021. Young has maintained his Vermont Criminal Justice Council certification as a police officer and can immediately assume the critical duties of the Deputy Chief of Operations. Young’s candidacy was compelling beyond his experience and certification. Young has spent the last four years in a leadership role in the private sector and misses policing, specifically policing in Burlington. Young has strong connections to both the community and staff and will be an instrumental member of the transitional leadership team the BPD will need over the next three years. SALARY and FINANCIAL IMPACT The Interim Deputy Chief of Operations position is classified as a non-union, exempt role. The City has offered Jon Young, subject to Board of Finance approval, an annual salary of $135,775.75 which is step 2 of the Deputy Chief pay scale based on Jon’s experience (see attached resume). The position is also Page 174 of 247 eligible for the City’s benefit package. However, as with all other limited-service positions, Young will not be eligible for participation in the City’s pension system. The position is currently fully funded, and this limited service opportunity is slightly favorable in terms of impact on the FY 26 budget. The permanent Deputy Chief of Operations position will be intentionally held vacant and unfunded during Young’s tenure. The department will use this time to develop internal candidates as part of the rebuilding process – BPD has historically produced strong leaders from within, and this transitional team is committed to carrying this proud tradition forward. MOTIONS Board of Finance Motion: To approve the creation of an Interim Deputy Chief of Operations, a Limited Service, Non-union, Full- time, Exempt position in the Police Department, with a paygrade on the PUPS scale at the Deputy Chief grade. Page 175 of 247  City of Burlington Job Description Position Title: Interim Deputy Chief, Operations Department: Police Department Reports to: Police Chief Pay Grade: PUPS DC Job Code: 1002 Exempt/Non-Exempt: Exempt Union: N/A Remote Work Rating: Tier 2 Status: Full Time Limited Service General Purpose: The position of Deputy Chief is second in the chain of command for the Burlington Police Department (BPD), reporting directly to the Chief of Police. There are two deputy chief positions. The Deputy Chief, Operations, manages the daily operations and activities of the Uniform Services Bureau, including patrol, the airport, and the Community Service Officers. The Deputy Chief, Administration, manages the Administrative Services Bureau and the Detective Services Bureau. The three bureaus overseen by the Deputy Chiefs are the agency’s largest organizational components. (Additionally, the agency contains a business management component, and a social services component called CAIP, or Crisis Advocacy Intervention Programs. These are overseen by the Executive Manager and the Assistant Director, CAIP, respectively. The Deputy Chiefs, the Executive Manager, and the Assistant Director comprise the agency’s executive staff, which works closely and collaboratively together, and reports to the Chief of Police.) Essential Job Functions: (This section outlines the fundamental job functions that must be performed in this position. The “Qualifications/Basic Job Requirements” and the “Physical and Mental/Reasoning Requirements and Work Environment” state the underlying requirements that an employee must meet to perform these essential functions. In accordance with the Americans with Disabilities Act, reasonable accommodations may be made to qualified individuals with disabilities to perform the essential functions of the position.) • Assist the Chief of Police in formulating and reviewing plans and policies regarding public safety needs, and executing said plans and policies. • Act as an ambassador of the BPD’s vision, mission, and values. • Participate in strategic planning and budgeting. • Review the overall performance of the BPD, maintain disciplinary procedures and standards, and assist with preparing and adhering to the annual budget. • Represent the BPD at regional, national, and international law-enforcement meetings. • Meet with community stakeholders, members of local government, and peers at other City departments as needed, collaborating to help achieve the BPD’s public safety vision, mission, and goals. Page 176 of 247 • Attend meetings of the independent Burlington Police Commission and other City committees, representing the BPD’s mission and goals. • Communicate effectively in presenting information to the public using a variety of media. • Participate in labor relations and negotiation processes with City Unions representing police department employees. • Assume the duties of the Chief of Police in their absence. • Schedule shift assignments for both sworn and non-sworn personnel in the deputy chief’s respective bureau(s). • Transmit orders from the Chief of Police to subordinate supervisors and non-supervisory employees to ensure uniform interpretation of those orders and compliance. • Issue memoranda and written guidance on operational issues as needed. • Under the guidance of the City Attorney’s office, represent the BPD for various litigation. • Effectively implement a variety of managerial principles, including but not limited to leadership, oversight, mentoring, coaching, and supervision to ensure the BPD’s mission and proper staff development. • Develop employees and provide periodic evaluations to subordinates. • Review and approve or reject all new hires prior to finalization by the Chief of Police. • Perform periodic police service functions, such as patrol or investigative functions, in order to remain aware of the work done by subordinates and line officers, including enforcing criminal law violations, motor vehicle statutes, and City ordinances, and effecting arrests when necessary. • When required, act as the Officer in Charge (OIC) of a shift. • Carry out administrative practices to ensure proper police operation. • Encourage and emphasize community-based policing, including compassionate service, the use of alternative justice when applicable, and the practices of Burlington’s Community justice Center (CJC) and other alternatives to the traditional criminal justice system. • Carry out the essential functions of a Level III Police Officer as defined by Vermont law and ensure that sworn employees in the deputy chief’s respective bureau do the same. • Delegate or assign work activities to subordinate sworn and civilian employees. • Adhere to the BPD’s Code of Ethics, Rules, and Directives, acting in a manner, on duty and off, that remains unsullied and does not bring discredit to one’s self, the BPD, or the City of Burlington. • Ensure subordinates understand and adhere to the BPD’s Code of Ethics, Rules, and Department Directives. • Support, attend, and/or help plan ceremonial events such as swearing-in ceremonies, promotions, police academy graduations, and the annual awards ceremony. • Foster and ensure a harmonious and professional work environment. Page 177 of 247 Deputy Chief, Operations Specific • Oversee the Uniform Services Bureau (USB), including daily operational activities in the areas of patrol, airport security, and community services. (Patrol services include Animal Control, K-9 Handlers, School Resource Officers, the Domestic Violence Victim’s Advocate, and all patrol-related police functions, including vehicle patrol, motorcycle patrol, and foot patrol.) • Oversee police presence and security at major city events such as New Year’s Eve, the Vermont City Marathon, the Third of July celebrations, and the Church Street Tree Lighting Ceremony. • Directly supervise the patrol lieutenants, the Uniform Services Bureau Support & Administrative Coordinator, and the airport supervisor. • Evaluate, guide, mentor, and develop all USB supervisors (community service manager, sergeants, and lieutenants). • Oversee the Community Service Officer (CSO) program, made up of unarmed, non-sworn employees addressing animal issues, non-injury crashes, quality-of- life calls for service, and other incidents that do not automatically require sworn police. • Ensure USB is collaborating and coordinating with CAIP. • Oversee the BPD’s wellness efforts in conjunction with the City’s human resources department. • Liaise with community stakeholders such as but not limited to the Burlington CJC, Fletcher Free Library, the faith community, the Burlington School District, the King Street Center, the Boys & Girls Club, the Vermont Department for Children and Families, the PRIDE Center, Howard Center, Spectrum, the University of Vermont Medical Center, AALV, etc. • Liaise with the University of Vermont and the University of Vermont Police Department relative to noise complaints, on-campus crimes, commencement exercises, etc. • Attend and support the Community BBQ, Creemee with a COP, Trunk or Treat, Parent University, etc. • Monitor the use-of-force review process and prepare the monthly Use-of-Force Report for public release. • Ensure Department Directives relative to USB are current, and are followed, and recommend changes or updates as needed. • Perform Administrative Reviews or Internal Investigations as required. • Periodically attend roll calls for all shifts. • Approve permits for protests, parades, and special events. Page 178 of 247 Non-Essential Job Functions: • Performs other duties as required. Qualifications/Basic Job Requirements: • Ability to actively support City diversity, equality, and cultural competency efforts within stated job responsibilities and work effectively across diverse cultures and constituencies. • Bachelor's degree or higher is preferred. Commensurate experience, including military experience, may be considered. • Minimum of ten (10) years of police experience and a minimum of three (3) years in a supervisory police role. • Demonstrated knowledge of and proficiency in management principles. • Must possess, or be able to obtain within one month, a valid Vermont Driver's License and maintain said license. • Must possess, or be able to obtain within one year, a Vermont Police Academy Law Enforcement Certification as a Level III officer. Out-of-state candidates must be current law-enforcement officers or have been separated from a certified law-enforcement role for no more than three (3) years. • Thorough knowledge of the principles and practices of police administration, and approved police methods and procedures. • Knowledge of City, State, and Federal laws and regulations affecting police work. • Knowledge of the major functional areas of municipal government, with demonstrated knowledge of the City of Burlington preferred, or the ability to achieve such knowledge. • Knowledge of budgetary procedures and fiscal accountability. • Ability to establish and maintain effective working relationships with City officials, subordinates, the general public, and other law-enforcement officials. • Ability to interpret research data for BPD planning projects. • Ability to communicate clearly, both orally and in writing. • Demonstrated ability to represent the City of Burlington and the BPD effectively and professionally in all written and verbal interactions with many stakeholders, including BPD personnel, City personnel, the media, elected officials, and community members. • Ability to remain calm, prioritize work, and problem solve while addressing competing objectives and deadlines in a fast-paced, high-pressure, high-stakes environment. • Strong interpersonal skills, including the ability to work closely and collaboratively with colleagues and subordinates in the BPD. • Must be able to meet Criminal Justice Information Services (CJIS) standards established by the Federal Bureau of Investigation (FBI) within six (6) months of hire date, and be able to obtain and maintain Vermont Criminal Information Center (VCIC) and National Crime Information Center (NCIC) certification. Page 179 of 247  • Must successfully pass an oral board interview and full background check conducted by the BPD. • Ability to work with a diverse population with a strong commitment to equity and inclusion, among City staff and the general public. Physical & Mental/Reasoning Requirements; Work Environment: These are the physical and mental/reasoning requirements of the position as it is typically performed. Inability to meet one or more of these physical or mental/reasoning requirements will not automatically disqualify a candidate or employee from the position. Task/Skill/ Ability Frequency Task/Skill/ Ability Frequency X Seeing Constant Ability to lift and Carry, push or pull X Color perception (red, Constant 10 - 25lbs Constant green, amber) X Hearing/listening Constant 25 - 50lbs Frequent X Clear speech Constant 50 - 75lbs Occasional X Touch/ Dexterity - Constant 75+ lbs Occasional X Hand Analysis/ Comprehension Constant X Finger Judgment/ decision making Constant X Reading - Utilization of pressurized equipment Simple Moving objects Basic high places X Complex Frequent fumes/odors X Writing - hazardous materials Simple dirt/dust Basic X Complex Frequent Mathematics Simple Basic X Complex Frequent X Walk or move over distances under own power X within offices/ building or Constant even terrain) X outdoors or uneven terrain Frequent Page 180 of 247  X Work alone, or under Frequent minimal supervision X Work directly and indirectly Frequent with others X Verbal contact with others Constant X Face-to-face contact Frequent X Work outdoors in - Frequent X extreme heat X extreme cold X other adverse weather conditions Never Occasional Frequent Constant 0% 1-33% 34-66% 67-100% 0% equal or less than 2.6 2.7 -5.2 equal or greater than 5.3 Hours hours hours * all times and %s are based on a the assumption of an 8 hour shift schedule Supervision: Directly Supervises: 15+ Indirectly Supervises: 75+ Disclaimer: The above statements are intended to describe the general nature and level of work being performed by employees to this classification. They are not intended to be construed as an exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified Approvals: Department Head: ________________________________ Date: ____________ Human Resources: ________________________________ Date: ____________ Updated 06/09/2025. Page 181 of 247 Page 182 of 247 Page 183 of 247 Page 184 of 247  Board of Finance and City Council Submission Checklist Version: April 2025 Department: Police Submitter: Shawn P. Burke, Interim Chief Title/Subject: Creation – Limited Service Deputy Chief of Operations Position Approval Requested: Meeting Date: ☒ Board of Finance 6/16/2025 ☐ City Council Click or tap to enter a date. ☐ Both BOF and Council Click or tap to enter a date. Instructions 1. This form must be completed by the person submitting the materials. 2. This form must be sent with the final submission of materials in advance of the meeting. 3. Do not indicate that a sign-off was received until it has actually been obtained. 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys. 5. Name the reviewing Attorney or HR Manager in the Note column. Signoff Needed Received? Approval Date Note Department Head Yes 6/4/2025 Shawn Burke Mayor’s Office Yes 6/11/2025 Erin Jacobsen Board/Commission N/A Click or tap to Click or tap here to enter text. enter a date. City Attorney’s Office for memo and N/A Click or tap to Click or tap here to enter text. contracts or legal documents enter a date. City Attorney’s Office for memo and Yes 6/11/2025 Hayley McClenahan motion(s) or resolution(s) CAO for budget, financing, and memo Yes 6/11/2025 Katherine Schad Human Resources, if personnel action Yes 6/9/2025 Tim Clancy – job description or policy review. CIO, if IT-related N/A Click or tap to Click or tap here to enter text. enter a date. Page 185 of 247  City of Burlington Department of Public Works Technical Services Engineering Division 645 Pine Street, Suite A Burlington, VT 05402 P 802-863-9094 / F 802-863-0466 / TTY 802-863-0450 www.burlingtonvt.gov/DPW Memo Date: June 16, 2025 & June 23, 2025 To: Board of Finance and City Council From: Laura Wheelock, PE, City Engineer/Division Director – Technical Services CC: Chapin Spencer, Director of Public Works Lynn Reagan, Interim Director of Human Resources Subject: DPW – Technical Services Reorganization Executive Summary We propose a reorganization within the group to eliminate the vacant Regular, Full-time, Exempt, Non-Union, Grade 22 Senior Public Works Engineer position and create a Regular, Full- time, Exempt, Non-Union, Grade 21 Public Works Transportation Engineer position. This change will update staff to management ratios which have previously been low in this division. There is a coordinating update of the Senior Planner job description and title to support the supervision of engineering staff and allow this role to function similarly to the Senior Public Works Engineer. Background The Department of Public Works – Technical Services (DPW-TS) has a very large number of complex capital projects actively in design and construction. Over the last year, DPW-TS has finally been able to hire key positions and get back to nearly full staffing. A recent vacancy of a senior level position has allowed the opportunity to reorganize this team to support higher staff-to-management ratios that align better with the Administration’s Modern Gov recommendations and findings in the Operational Efficiency Study. This change in our organizational structure will ensure we still have staff available to address the workload on our division that is able to focus on advancing and completing projects, as well as to shift the work that the senior level positions complete more towards staff management/oversight. The Senior Public Works Engineer previously supervised two full time positions, these positions will be reorganized along with the newly created position as shown in the attached organizational charts. It is Page 186 of 247 also necessary to update the job description and title for the Senior Planner to represent that this role will support engineering staff in the highly technical work that they complete. This position will be titled Senior Transportation Engineer & Planner and also have updated minimum qualifications that align with the Senior Public Works Engineer. Financial Impact DPW-TS is a division that make use of billing time to Federal/State grant source for project management time, and other non-general fund sources. This change will reduce Technical Services payroll expenses while overall resulting in a slight net savings as it is anticipated that staff will be able to maintain our billable percentages and the reduction in billable rate will be offset by the slightly lower salary. The result is an approximate savings to the overall budget of less than $1,000. The chart below shows just the salary change. Current Grade Current Salary New Grade New Salary Difference 22 $89,009 21 $86,476 $2,533 Motions Board of Finance Motion: To recommend that City Council approve the:  Elimination of the vacant Senior Public Works Engineer position, a Regular, Full-time, Exempt, Non-Union, Grade 22 role in the Technical Services Division of the Department of Public Works.  Creation of a Public Works Transportation Engineer position, a Regular, Full-time, Exempt, Non-Union, Grade 21 role in the Technical Services Division of the Department of Public Works.  Retitling of the Senior Planner position and associated job description updates, a Regular, Full-time, Exempt, Non-Union, Grade 22 role, to Senior Transportation Engineer & Planner a Regular, Full-time, Exempt, Non-Union, Grade 22 role in the Technical Services Division of the Department of Public Works. City Council Motion: To approve the:  Elimination of the vacant Senior Public Works Engineer position, a Regular, Full-time, Exempt, Non-Union, Grade 22 role in the Technical Services Division of the Department of Public Works.  Creation of a Public Works Transportation Engineer position, a Regular, Full-time, Exempt, Non-Union, Grade 21 role in the Technical Services Division of the Department of Public Works.  Retitling of the Senior Planner position and associated job description updates, a Regular, Full-time, Exempt, Non-Union, Grade 22 role, to Senior Transportation Engineer & Planner a Regular, Full-time, Exempt, Non-Union, Grade 22 role in the Technical Services Division of the Department of Public Works. Page 187 of 247 Attachments: 1. Existing and Proposed Organization Chart 2. Eliminated Senior Public Works Engineer Job Description 3. Created Position –Public Works Transportation Engineer Job Description 4. Updated Senior Planner Job Description, now titled Senior Transportation Engineer & Planner Page 188 of 247 Existing Department of Public Works Laura Wheelock Technical Services Division Division Director of City of Burlington Technical Services / City Engineer and Surveyor Proposed April, 2025 Grade 25 Corey Mims Pet er Procaccio Michelle Commoss Phillip Peterson Senior Public W orks Senior Public W orks Bill ing & Administrat ive Senior Planner Engineer Engineer Accountant Grade 22 Grade 22 Grade 22 Grade 17 Julia Ursaki Cal eb Manna Madeline Suender Public W orks Associate Public Works Public Work s Engineer Transportation Engineer Engineer Grade 21 Grade 21 Grade 19 Christina Cangi ol osi Calvin Wuthrich Jack Kell er Associate Public Works Associate PW Engineer Public Works Engineer Grade 19 Engineer Grade 21 Grade 19 Al ice Schwencke Excavation Inspector Grade 19 Page 189 of 247 Proposed Department of Public Works Laura Wheelock Technical Services Division Division Director of City of Burlington Technical Services / City Engineer and Surveyor Proposed April, 2025 Grade 25 Phillip Peterson Corey Mims Michelle Commoss Senior Transportation Senior Public W orks Bill ing & Administrat ive Engineer & Planner Engineer Accountant Grade 22 Grade 22 Grade 17 Julia Ursaki Cal eb Manna Public W orks Associate Public Works Transportation Engineer Engineer Grade 21 Grade 19 Calvin Wuthrich Jack Kell er Associate PW Engineer Public Works Engineer Grade 19 Grade 21 Madeline Suender Al ice Schwencke Public Work s Engineer Excavation Inspector Grade 21 Grade 19 Christina Cangi ol osi Vacant Associate Public Works Public Work s Engineer Engineer Grade 21 Grade 19 Page 190 of 247 Eliminated Senior Public Works Engineer Page 1 of 4 City of Burlington Job Description Position Title: Senior Public Works Engineer Department: Department of Public Works Reports to: Assistant Director of Technical Services Pay Grade: 22 Job Code: 1271 Exempt/Non-Exempt: Exempt Union: Non-Union General Purpose: Under the supervision of the Assistant Director of Technical Services, this position is responsible for the management and oversight of technical staff and the professional and administrative engineering work involved in the development and implementation of various projects for the City of Burlington. Essential Job Functions: (This section outlines the fundamental job functions that must be performed in this position. The “Qualifications/Basic Job Requirements” and the “Physical and Mental/Reasoning Requirements and Work Environment” state the underlying requirements that an employee must meet in order to perform these essential functions. In accordance with the Americans with Disabilities Act, reasonable accommodations may be made to qualified individuals with disabilities to perform the essential functions of the position.)  Provide management and technical oversight to assigned workgroups.  Develop and manage program or capital project budgets.  Prioritize workflow and meet established deadlines within workgroup.  Assist the community, the City Administration, and all departments and commissions in developing plans for construction and/or improvements to roads, structures and facilities. This includes identifying the vision, goals, objectives, and needs; obtaining professional services; preparing contract documents; and obtaining permits.  Collaborate and work cooperatively. Communicate regularly with officials at all levels within the City administration; City departments; local, regional, and state transportation planners, engineers, and providers; consultants and contractors; and the public.  Balance needs and resources. Collaboratively prioritize projects and develops conceptual improvement plans that balance the needs of the public, the City, and the region with the availability and constraints of known resources.  Encourage inclusivity. Understand the importance of diverse participation and includes all relevant stakeholders in project and program development. Advance public participation and outreach for the Engineering Division.  Monitor the engineering and technical performance of contractors and consultants to ensure success of the projects.  Maintain financial records for projects and makes recommendations for payments to contractors and consultants.  Utilize the services of consulting engineering and designers through the competitive bid selection process. Page 191 of 247 Senior Public Works Engineer Page 2 of 4  Represent the City at various public forums and meetings.  Manage and advance infrastructure projects and programs.  Manage in-house traffic engineering and safety projects from conceptual design to project completion. May prepare preliminary plans, specifications and bid documents, including an engineer’s opinion of probable cost. Document and authorize appropriate plan deviations or variances from a standard as appropriate.  Prepare and/or review transportation planning reports, traffic studies, and traffic engineering specifications/plans/estimates of cost, construction schedules, and project budget, design and construction details relative to individual traffic projects. Non-Essential Job Functions:  Performs other duties as required. Qualifications/Basic Job Requirements:  Bachelor’s of Science Degree in Civil Engineering required. Additional experience may be substituted for a degree requirement on a two-for-one year basis.  A P.E. License in the State of Vermont, or the ability to obtain within six months of employment.  Minimum of ten (10) years of experience in civil engineering with demonstrated experience in any of the following fields: transportation, geotechnical, structural, environmental or construction engineering. Additional relevant educational experience may be considered for work experience on a one-for-one year basis.  Minimum of two (2) years supervisory experience required.  Must have experience in project and program management, including developing and maintaining project budgets, schedules, procurement, and project controls.  Professional experience in a municipal setting desired.  Demonstrated experience performing traffic studies, preparing traffic design plans, specifications, bid documents and cost estimating is desired.  Preferred experience with municipal public works infrastructure planning, design, construction, operations.  Preferred functional understanding and experience with ArcGIS.  Must have knowledge of methods, materials, procedures, and standard practices of construction, including public works projects; contract negotiation and administration;  Must have strong computer skills; demonstrated ability to effectively use computer equipment and related software; competent in use of Microsoft Office Suite (Excel, Word, Powerpoint, Publisher).  Knowledge of transportation engineering principles is recommended.  Knowledge of the principles, practices, and techniques of transportation planning is desired.  Knowledge of State and Federal laws, policies, and regulations related to the field of urban transportation is desired.  Ability to establish and maintain good relations with co-workers.  Ability to receive constructive criticism and react appropriately.  Demonstrated knowledge of engineering methods, design standards materials and project management. Page 192 of 247  Senior Public Works Engineer Page 3 of 4  Ability to read, analyze and modify specifications and plan sets to ensure work complies with all contract specifications.  Ability to provide excellent customer service, communicate clearly, professionally and diplomatically with contractors and the public both orally and in writing.  Ability to establish and maintain effective working relationships and use good judgment, initiative, and resourcefulness when dealing with the media, the public, other employees, elected officials, consultants, contractors, and other government entities.  Must be able to assess situations, solve problems, manage multiple projects, work effectively under stress, within deadlines, and in public situations.  Ability to actively support City diversity, equity, and cultural competency efforts within stated job responsibilities and work effectively across diverse cultures and constituencies.  Demonstrated commitment to diversity, equity and inclusion as evidenced by ongoing trainings and professional development.  Ability to facilitate and attend meetings at times other than regular business hours.  Regular attendance is necessary and is essential to meeting the expectations of the job functions.  Ability to understand and comply with City standards, safety rules and personnel policies. Physical & Mental/Reasoning Requirements; Work Environment: These are the physical and mental/reasoning requirements of the position as it is typically performed. Inability to meet one or more of these physical or mental/reasoning requirements will not automatically disqualify a candidate or employee from the position. x seeing x ability to move distances within warehouses and offices x color perception (red, green, x lifting (specify 50 pounds) amber) x hearing/listening x carrying (specify 50 pounds) x clear speech climbing x touching x driving x dexterity x hand x finger ability to mount and dismount forklift reading – basic pushing/pulling x reading – complex shift work math skills – basic moving objects x math skills – complex pressurized equipment writing – basic x extreme heat x writing – complex x extreme cold x analysis/comprehension high places x judgment/decision making x noise x clerical fumes/odors x inside dirt/dust x outside hazardous materials x works alone x electrical equipment x works with others x mechanical equipment x face-to-face contact Page 193 of 247  Senior Public Works Engineer Page 4 of 4 x verbal contact w/others Supervision: Directly Supervises: _4-8___ Indirectly Supervises: __0___ Disclaimer: The above statements are intended to describe the general nature and level of work being performed by employees to this classification. They are not intended to be construed as an exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified. Approvals: Department Head: _____________________________ Date: __________ Human Resources: _____________________________ Date: __________ Created June 2017. Page 194 of 247 Created Public Works Transportation Engineer Page 1 of 4 City of Burlington Job Description Position Title: Public Works Transportation Engineer Department: Department of Public Works Reports to: Senior Public Works Engineer Pay Grade: 21 Job Code: 131 Exempt/Non-Exempt: Exempt Union: Non-Union General Purpose: Under the supervision of a Senior Public Works Engineer or Senior Planner, the Public Works Transportation Engineer is responsible for the professional and administrative engineering and design work involved in the development and implementation of various transportation-related civil engineering projects within the public right-of-way for the City of Burlington, generally including streets, multi-modal transportation facilities, traffic operations, and structures but excluding water, wastewater, and stormwater design. The Public Works Transportation Engineer is distinguished by the knowledge of basic transportation planning and civil engineering standards and policies, basic project management procedures, and the ability to make independent decisions regarding technical tasks. The Public Works Transportation Engineer provides assistance for projects and programs, manages small-scale projects, and has work assigned, reviewed, scheduled, and prioritized by a Senior Staff. This position will also manage and supervise seasonal staff within the group. Essential Job Functions: (This section outlines the fundamental job functions that must be performed in this position. The “Qualifications/Basic Job Requirements” and the “Physical and Mental/Reasoning Requirements and Work Environment” state the underlying requirements that an employee must meet in order to perform these essential functions. In accordance with the Americans with Disabilities Act, reasonable accommodations may be made to qualified individuals with disabilities to perform the essential functions of the position.)  Assist the community, the City Administration, and all departments and commissions in developing concepts, plans and cost estimates for construction and/or improvements for transportation facilities. With guidance on the vision, goals, objectives, and needs of projects, this work includes obtaining professional services; preparing contract documents, plans and renderings, specifications, opinion of probable cost, bid documents; and obtaining permits.  Lead, supervise, and/or support in-house civil/transportation engineering and traffic safety projects from conceptual design to project completion. Present plans and renderings at public and community meetings. Document and make recommendations for appropriate plan deviations or variances from a standard as appropriate.  Prepare and/or review transportation planning reports; traffic studies; traffic engineering specifications/quantities/estimates of cost; construction schedules; and project budget, design and construction details relative to individual projects.  Collect and analyze data. Page 195 of 247 Public Works Transportation Engineer Page 2 of 4  Collaborate and work cooperatively. Communicate regularly with officials at all levels within the City administration; City departments; local, regional, and state transportation planners, engineers, and providers; consultants and contractors; and the public.  Balance needs and resources. Collaboratively prioritize projects and develop conceptual improvement plans that balance the needs of the public, the City, and the region with the availability and constraints of known resources.  Encourage inclusivity. Understand the importance of diverse participation and include all relevant stakeholders in project and program development. Advance public participation and outreach for the Engineering Division.  Monitor the engineering and technical performance of contractors and consultants to ensure success of the projects.  Serve as project manager on projects to manage related budgets and schedules, lead deliverables, and assist with the development and management of plans, permit checklists and scopes of work.  Maintain financial records for projects and make recommendations for payments to contractors and consultants.  Solicit and utilize the services of consulting engineering and designers.  Represent the City at various public forums and meetings.  Stay abreast of and ensures compliance with local, State, and Federal rules and regulations.  Maintain accurate records and files.  Provide management and technical oversight to seasonal staff within workgroup. Non-Essential Job Functions:  Performs other duties as required. Qualifications/Basic Job Requirements:  Bachelor’s Degree in Civil Engineering required; or a relevant field may be considered. Relevant additional experience may be substituted for a degree requirement on a two-for- one year basis.  Minimum of four (4) years of experience including civil engineering, transportation planning, or landscape architecture of public infrastructure. This will be in addition to any experience counted toward the degree requirement.  EIT required.  PTP, PTOE and/or AICP preferred.  PE or the ability to obtain a Vermont PE within 3 years preferred. Demonstrated experience in project and program management, including maintaining project budgets, schedules, procurement, and project controls.  Preference will be given to candidates with progressively complex work experience in transportation infrastructure or relevant municipal work experience.  Demonstrated knowledge of modern transportation engineering principles.  Demonstrated knowledge of the principles, practices, and techniques of transportation planning or design.  Demonstrated knowledge of methods, materials, procedures, and standard practices of construction, including modern transportation projects. Page 196 of 247  Public Works Transportation Engineer Page 3 of 4  Knowledge of contract administration.  Demonstrated experience with community engagement.  Demonstrated experience performing and reviewing traffic studies, preparing roadway and multi-modal design plans, specifications, bid documents and cost estimating is strongly preferred.  Demonstrated experience with AutoCAD or a similar program.  Knowledge of ArcGIS software.  Must have strong computer skills; demonstrated ability to effectively use computer equipment and related software; competent in use of Microsoft Office Suite (Excel, Word, Powerpoint, Publisher).  Knowledge of State and Federal laws, policies, and regulations related to the field of urban transportation is desired.  Ability to establish and maintain good relations with co-workers.  Ability to receive constructive criticism and react appropriately.  Ability to read, analyze and modify specifications and plan sets to ensure work complies with all contract specifications.  Ability to provide excellent customer service, communicate professionally and diplomatically with contractors and the public.  Ability to establish and maintain effective working relationships and use good judgment, initiative, and resourcefulness when dealing with the media, the public, other employees, elected officials, consultants, contractors, and other government entities.  Ability to communicate clearly, professionally, diplomatically, and persuasively both orally and in writing.  Must be able to assess situations, solve problems, manage multiple projects, work effectively under stress, within deadlines, and in public situations.  Ability to actively support City diversity, equity, and cultural competency efforts within stated job responsibilities and work effectively across diverse cultures and constituencies.  Demonstrated commitment to diversity, equity and inclusion as evidenced by ongoing trainings and professional development.  Ability to facilitate and attend meetings at times other than regular business hours.  Ability to understand and comply with City standards, safety rules and personnel policies. Physical & Mental/Reasoning Requirements; Work Environment: These are the physical and mental/reasoning requirements of the position as it is typically performed. Inability to meet one or more of these physical or mental/reasoning requirements will not automatically disqualify a candidate or employee from the position. x seeing x ability to move distances within warehouses and offices x color perception (red, green, x lifting (specify 50 pounds) amber) x hearing/listening x carrying (specify 50 pounds) x clear speech climbing x touching x driving x dexterity x hand x finger ability to mount and dismount forklift Page 197 of 247  Public Works Transportation Engineer Page 4 of 4 reading – basic pushing/pulling x reading – complex shift work math skills – basic moving objects x math skills – complex pressurized equipment writing – basic x extreme heat x writing – complex x extreme cold x analysis/comprehension high places x judgment/decision making x noise x clerical fumes/odors x inside x dirt/dust x outside hazardous materials x works alone x electrical equipment x works with others x mechanical equipment x face-to-face contact x verbal contact w/others Supervision: Directly Supervises: 1-3 Indirectly Supervises: _____ Disclaimer: The above statements are intended to describe the general nature and level of work being performed by employees to this classification. They are not intended to be construed as an exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified. Approvals: Department Head: _____________________________ Date: __________ Human Resources: _____________________________ Date: __________ Revised Oct 2006. Revised March 28, 2014. Revised January 29, 2015. Revised January 2016. Revised June 2017. Revised June 2019. Revised November 2021 Page 198 of 247 Retitled and Updated Senior Transportation Engineer & Planner Page 1 of 4 City of Burlington Job Description Position Title: Senior Transportation Engineer & Planner Department: Department of Public Works Reports to: Assistant Director – Technical Services Pay Grade: 22 Job Code: TBD Exempt/Non-Exempt: Exempt Union: Non-Union General Purpose: Under the supervision of the Assistant Director of Technical Services, this position is responsible for managing and overseeing transportation planning and engineering efforts within the City of Burlington. This includes leading long-range and short-term transportation planning, project development, and infrastructure improvements while supervising technical and planning staff to ensure the city’s transportation system is safe, efficient, and equitable.As the program manager and supervisor of the transportation planning team, this position promotes and implements the City’s transportation vision, goals, and objectives through planning, scoping, and implementation of improvements for motorized and non-motorized transportation within the public right-of-way for the City of Burlington. Essential Job Functions: (This section outlines the fundamental job functions that must be performed in this position. The “Qualifications/Basic Job Requirements” and the “Physical and Mental/Reasoning Requirements and Work Environment” state the underlying requirements that an employee must meet in order to perform these essential functions. In accordance with the Americans with Disabilities Act, reasonable accommodations may be made to qualified individuals with disabilities to perform the essential functions of the position.)  Develop and manage program or capital project budgets.  Manages the capital budget and staff for the transportation program from concept to project completion.  Provide management and technical oversight to assigned workgroups. Formatted: Justified, Tab stops: Not at 0.5"  Supervises, assigns, reviews, schedules, and prioritizes the work of other Plannersstaff.  Considers long-range, short-term, annual, and daily transportation issues. Leads, oversees and participates in all stages of project and program development: definition, planning, analysis, procurement, design, implementation, and management of projects and programs that advance the Municipal Development Plan, City policies, and community priorities for the transportation system. Monitors and reports performance.  Collaborates and works cooperatively. Communicates regularly with officials at all levels within the City administration; City departments; local, regional, and state transportation planners, engineers, and providers; consultants and contractors; and the public.  Balances needs and resources. Collaboratively prioritizes projects and develops conceptual improvement plans that balance the needs of the public, the City, and the Page 199 of 247 Senior Transportation Engineer & Planner Page 2 of 4 region with the availability and constraints of known resources. Manages project budgets and makes recommendations for payments to contractors and consultants.  Prepare and/or review transportation planning reports, traffic studies, and traffic engineering specifications/plans/estimates of cost, construction schedules, and project budget, design and construction details relative to individual traffic projects.  Manage in-house traffic engineering and safety projects from conceptual design to project completion. May prepare preliminary plans, specifications and bid documents, including an engineer’s opinion of probable cost. Document and authorize appropriate plan deviations or variances from a standard as appropriate.  Maintain financial records for projects and makes recommendations for payments to contractors and consultants. Formatted: Indent: Left: 0.75", No bullets or numbering  Advances projects from planning to design; and collaborates when needed through construction. Transitions projects to Public Works Engineers and/or procures resources through competitive bid selection and prepares contracts to implement projects and programs. Prepares and/or reviews transportation planning reports, cost estimates, project budgets, and reviews traffic studies and engineering plans.  Encourages inclusivity. Understands the importance of diverse participation and includes all relevant stakeholders in project and program development. Advances public participation and outreach for the Engineering Division.  Develops and reviews proposals for City projects for transportation planning projects. Prepares project plans and budgets.  Provides technical assistance for review of proposals and project review with consideration of City Standards and the short-term and long-range transportation plans. Assists with all phases of project development.  Collects and analyzes data.  Stays abreast of and ensures compliance with local, State, and Federal rules and regulations.  Oversees small construction projects. Performs infrastructure assessments and field inspections. Samples and tests materials as needed. Monitors the performance of contractors and consultants to ensure the success of the projects.  Applies transportation engineering principles. Reviews and responds to results of surveying, mapping, and modeling.  Represent the City at various public forums and meetings.  Serves as a liaison. Represents the City and advocates for the City’s interests on various standing and ad-hoc boards and committees. Non-Essential Job Functions:  Performs other duties as required. Qualifications/Job Requirements:  Bachelor’s degree in urban / regional planning or civil engineering is required. Additional experience may be substituted for a degree requirement on a two-for-one year basis.  Minimum of ten (10) years of experience in planning and/or civil engineering with demonstrated experience in the principles, practices, and techniques of transportation Page 200 of 247 Senior Transportation Engineer & Planner Page 3 of 4 planning. Preferred experience with traffic engineering and the design of bicycle and pedestrian facilities. Additional relevant educational experience may be considered for work experience on a one-for-one year basis.  Minimum of two (2) years supervisory experience required.  A P.E. License in the State of Vermont, or the ability to obtain within six months of Formatted: Normal, Justified employment or Certification as a Transportation Professional Certification Board (TPCB): Professional Transportation Planner (PTP) and/or American Institute of Certified Planners (AICP): Certified Transportation Plannerr is preferred.  Must have a minimum of four (4) years experience in project and program management, including developing and maintaining project budgets, schedules, procurement, and project controls. Experience in a municipal setting preferred.  Ability to facilitate and attend meetings at times other than regular business hours.  Ability to read, analyze, and modify plan sets to ensure work complies with specifications.  Knowledge of and ability to follow civil engineering principles, environmental review, site plans, architectural drawings, and topographical maps.  Knowledge of State and Federal laws, policies, and regulations related to the field of urban transportation.  Ability to assess situations, solve problems, manage multiple projects, work effectively under stress, within deadlines, and in public situations.  Ability to follow written and oral instructions.  Ability to organize work and set priorities to meet deadlines.  Ability to record and maintain information for future access.  Must have strong computer skills; demonstrated ability to effectively use computer equipment and related software; competent in use of Microsoft Office Suite (Excel, Word, Powerpoint, Publisher).  Ability to prepare spreadsheets, reports, presentations, outreach materials, and limited mapping/design in a Windows environment.  Preferred functional understanding and experience with ArcGIS.  Ability to communicate clearly, professionally, diplomatically, and persuasively both orally and in writing.  Ability to provide excellent customer service.  Ability to establish and maintain effective working relationships and use good judgment, initiative, and resourcefulness when dealing with the media, the public, other employees, elected officials, consultants, contractors, and other government entities  Ability to supervise the work of others.  Ability to receive constructive criticism and react appropriately.  Ability to actively support City diversity, equity, and cultural competency efforts within stated job responsibilities and work effectively across diverse cultures and constituencies.  Demonstrated commitment to diversity, equity and inclusion as evidenced by ongoing trainings and professional development.  Regular attendance is necessary and is essential to meeting the expectations of the job functions.  Ability to understand and comply with City standards, safety rules and personnel policies. Page 201 of 247 Senior Transportation Engineer & Planner Page 4 of 4 Physical & Mental/Reasoning Requirements; Work Environment: These are the physical and mental/reasoning requirements of the position as it is typically performed. Inability to meet one or more of these physical or mental/reasoning requirements will not automatically disqualify a candidate or employee from the position. _x_ seeing _x_ ability to move distances within warehouses and offices _x_ color perception (red, green, _x_ lifting (specify _50_ pounds) amber) _x_ hearing/listening _x_ carrying (specify _50_ pounds) _x_ clear speech ___ climbing _x_ touching _x_ driving _x_ dexterity __ hand __ finger ___ ability to mount and dismount forklift _x_ reading – basic ___ pushing/pulling _x_ reading – complex ___ shift work _x_ math skills – basic _x_ moving objects _x_ math skills – complex ___ pressurized equipment _x_ writing – basic _x_ extreme heat _x_ writing – complex _x_ extreme cold _x_ analysis/comprehension ___ high places _x_ judgment/decision making ___ noise _x_ clerical ___ fumes/odors _x_ inside _x_ dirt/dust _x_ outside ___ hazardous materials _x_ works alone ___ electrical equipment _x_ works with others ___ mechanical equipment _x_ face-to-face contact _x_ verbal contact w/others Supervision: Directly Supervises: 43 Indirectly Supervises: 2 Disclaimer: The above statements are intended to describe the general nature and level of work being performed by employees to this classification. They are not intended to be construed as an exhaustive list of all responsibilities, duties and/or skills required of all personnel so classified. Approvals: Department Head: _____________________________ Date: __________ Human Resources: _____________________________ Date: __________ Created July 2015; Revised January, 2020; Revised August 2022; Revised June 2025 Page 202 of 247  Board of Finance and City Council Submission Checklist Version: April 2025 Department: DPW Submitter: Laura Wheelock/Chapin Spencer Title/Subject: DPW Tech Srvc Reorganization Approval Requested: Meeting Date: ☒ Board of Finance 6/16/2025 ☒ City Council 6/23/2025 ☐ Both BOF and Council Click or tap to enter a date. Instructions 1. This form must be completed by the person submitting the materials. 2. This form must be sent with the final submission of materials in advance of the meeting. 3. Do not indicate that a sign-off was received until it has actually been obtained. 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys. 5. Name the reviewing Attorney or HR Manager in the Note column. Signoff Needed Received? Approval Date Note Department Head Yes 6/10/2025 Chapin Spencer Mayor’s Office Yes 6/11/2025 Erin Jacobsen Board/Commission Choose an 6/16/2025 Board of Finance item. City Attorney’s Office for memo and Choose an Click or tap to Click or tap here to enter text. contracts or legal documents item. enter a date. City Attorney’s Office for memo and Yes 6/10/2025 Erik Ramakrishnan motion(s) or resolution(s) CAO for budget, financing, and memo Yes 6/11/2025 Katherine Schad Human Resources, if personnel action Yes 6/10/2025 Tony Berry or policy Lynn Reagan CIO, if IT-related Choose an Click or tap to Click or tap here to enter text. item. enter a date. Page 203 of 247  Resolution Relating to RESOLUTION________ Sponsor(s): Bd. of Finance Introduced: ____________________ AUTHORIZATION FOR UP TO $2,192,700 STEP II LOAN Referred to: ____________________ FROM VERMONT CLEAN WATER STATE REVOLVING ______________________________ FUND AND FOR AMENDED ENGINEERING CONTRACT Action: ________________________ WITH WRIGHT PIERCE FOR UP TO $2,192,700 FOR MAIN Date: __________________________ WASTEWATER PLANT IMPROVEMENTS (STAGE 1) Signed by Mayor: ________________ CITY OF BURLINGTON In the year Two Thousand Twenty-Five..……………………………………………………………………… Resolved by the City Council of the City of Burlington, as follows: 1 That WHEREAS, the State of Vermont Clean Water State Revolving Fund (“CWSRF”) provides loans for 2 planning and preliminary engineering (Step I) and final design engineering (Step II) of municipal wastewater 3 and stormwater system projects; and 4 WHEREAS, the City has determined the need to replace, modernize and upgrade the Main Wastewater 5 Treatment Plant equipment in order to ensure on-going compliance with Vermont discharge permit 3-1331 6 and the Lake Champlain Phosphorus Total Maximum Daily Load (“TMDL”) and to ensure adequate 7 wastewater treatment capacity for growth of residential and commercial development (the “Project”); and 8 WHEREAS, at an annual meeting of the City of Burlington (the “City”) held on March 4, 2025, the 9 voters of the City approved borrowing up to a principal amount not to exceed $152,000,000 in the aggregate, 10 for the purpose of paying for (i) capital additions and improvements to the City’s wastewater and stormwater 11 systems, including the City’s wastewater treatment plants, pump stations and collection system, the 12 stormwater treatment and collection system, combined sewer outflow mitigation projects, stormwater outfall 13 rehabilitation, and (ii) funding a debt service reserve fund and paying costs of issuance; and 14 WHEREAS, the Project is part of the capital additions and improvements authorized by the voters at 15 said annual meeting; and 16 WHEREAS, the City Council has previously authorized a Step I loan for Preliminary Engineering 17 (RF1-331-1.0) in a principal amount not to exceed $643,800 for the Project pursuant to a resolution adopted 18 on August 15, 2022; and 19 WHEREAS, the next phase of the Project is completion of 35% Final Design work for Stage 1 – Main 20 Wastewater Treatment Plant Improvements; and 21 WHEREAS, the City has followed a competitive qualifications based procurement process required by 22 the State and selected Wright Pierce as the most qualified contractor for the planning and design of this 23 Project; and 24 WHEREAS, this phase of final design is estimated to require an amendment of an additional 25 $1,548,900 to the existing contract amount of $643,800 for a total contract authorization of $2,192,700; and Page 204 of 247  Page 2 Resolution Relating to STEP II CWSRF LOAN AUTHORIZATION 26 WHEREAS, the Project is eligible for a Step II State of Vermont CWSRF Final Design Loan totaling 27 $2,192,700 (inclusive of the Step I loan amount); and 28 WHEREAS, the standard CWSRF Loan terms for projects of this type are up to 10 years at 0% 29 interest; 30 NOW, THEREFORE, BE IT RESOLVED that the City Council authorizes the Director of Public 31 Works, or his designee, to complete the Step II Loan Application for Revolving Loan Funds Revolving Loan 32 Funds under 24 V.SA. Chapter 120 and to apply to the Vermont CWSRF and Vermont Municipal Bond Bank 33 (the “Bank”) for the financing of a Loan in a principal amount not to exceed $2,192,700 (the “Loan”) subject 34 to final review and approval by the Chief Administrative Officer, Director of Finance, and City Attorney’s 35 Office; and 36 BE IT FURTHER RESOLVED that the City Council authorizes the Director of Public Works to 37 execute an amendment to the Engineering Services Agreement with Wright Pierce for the initial phase of Step 38 II final design in an additional amount not to exceed $1,548,900, for a total authorized expenditure not to 39 exceed $2,192,700, subject to review and approval by the City Attorney’s Office; and 40 BE IT FURTHER RESOLVED that the City Council authorizes the Mayor, Chief Administrative 41 Officer, Director of Finance, and Assistant Director of Finance (the “Authorized Officers”), individually or 42 collectively, to execute and deliver: (i) a loan agreement with the Bond Bank to evidence the Loan and the 43 repayment thereof; (ii) one or more bond(s) or promissory note(s) in an aggregate principal amount not to 44 exceed the Loan;’ (iii) such documents and instruments as the Bond Bank may request in connection with the 45 Loan, in such form and with such terms as they deem necessary and in the City’s best interest; and (iv) such 46 other documents and instruments necessary or convenient in connection with the Loan, all subject to the prior 47 review and approval of the City Attorney’s Office; and 48 BE IT FURTHER RESOLVED that the City Council designates the following City staff member as an 49 alternate authorized representatives of the Project with authority to execute administrative or reimbursement 50 documents, and other ancillary documents other than the loan application or loan agreements: Department of 51 Public Works Water Resources Division Director, Megan Moir. 52 53 54 TM/Resolutions 2025/Step II CWSRF Loan Authorization 55 6/11/25 Page 205 of 247 MEMORANDUM TO: Board of Finance / City Council FROM: Martin Lee, PE DPW Water Resources Engineering Manager Megan Moir, Division Director Water Resources CC: Chapin Spencer, DPW Director DATE: June 16, 2025 Board of Finance and June 23, 2025 City Council RE: Stage 1 Wastewater Treatment Plant Improvements – Step II Loan Application and Consultant Final Design Contract REQUEST The Department of Public Works (“DPW”) and its Water Resources Division seeks authorization, through the attached resolution, to apply for a Clean Water State Revolving Fund (“CWSRF”) Step II loan amount of up to $2,192,700 for the Wastewater Treatment Plant Stage 1 Improvements Project, to execute a contract amendment with Wright- Pierce for up to $2,192,700 for the final design phase engineering of these improvements, and to designate the Mayor and appropriate City staff to execute associated documents. INTRODUCTION AND BACKGROUND: The 2025 bond vote approval for the Water Resources Sustainable Infrastructure Plan Lake Bond includes $138 million for improvements to Burlington’s wastewater infrastructure. More information on the bond can be found here: https://www.burlingtonvt.gov/885/2025-Bonds Burlington’s Water Resources Division is near the end of implementing significant improvements associated with the 2018 Clean Water Resiliency Bond. The 2018 Bond included $30 million dollars to tackle wastewater plant improvements, collection system improvements and stormwater infrastructure improvements. The major wastewater plant improvements completed over the last 5 years included new disinfection infrastructure at all 3 wastewater plants as well as a new Supervisory Control and Data Acquisition (SCADA) system at the main wastewater plant. There is a current construction project underway to rehabilitate the screening and grit handling equipment at the wastewater plants. In addition to the construction projects, initial engineering work has been underway since the 2018 bond vote to plan for additional wastewater infrastructure improvement needs. The engineering work is the basis for the 2025 Lake Bond. The initial engineering work resulted in a Preliminary Engineering Report (PER) that has been peer reviewed and from the PER documents a $124 million scope of work was 1 of 3 10451268_2:12576-00011 Page 206 of 247 brought forward in the Lake Bond and the bond passed. This memo is requesting approval to advance the Lake Bond wastewater plant improvement work scope to 35% final design. At this time, we are requesting approval to execute a contract with Wright Pierce for a portion of the final design scope. We are also requesting approval to apply for and execute a Step II state revolving fund loan application for this initial phase of final design work. We anticipate returning for the balance of the final design work in 2026. Currently the full scope of final design (not including additional services such as Construction Management at Risk (CMAR) – see below- or value engineering) is estimated to be $4,450,000 which is inclusive of the current 35% final design fee. The benefits of not executing a 100% final design engineering contract with Wright Pierce include the ability to pivot on scope items as the final design advances as well as react to what the State will allow for a construction project delivery method. Water Resources has been coordinating with the engineering consultant and the State regarding the use of Construction Management at Risk (CMAR) as an appropriate project delivery method for a project of this scale and complexity. CMAR is an accepted project delivery method for SRF projects nationally and is similar to many projects managed by a General Contractor within Vermont. CMAR was recommended by the engineering company that did a third- party review of the PER. In CMAR, the contractor is brought on board during the design phase of the project to help eliminate surprises in scope and cost as the project reaches 100% design. The CMAR contractor provides a guaranteed maximum price for a project much earlier on in the project development phase when compared to traditional design- bid projects. The CMAR contractor would be considered a third-party reviewer of project costs during the design process for this project to align with the City Council expectations for this project. If CMAR is not an option for this project then Water Resources will need to react and find a different approach for obtaining third-party review of the final design work. Wastewater treatment plant improvements have been split up into multiple stages – Stage 0, 1, 2, and 3: • Stage 0 is the headworks improvements project which is underway with construction and estimated to be completed by the end of 2026. This project is funded by the 2018 Clean Water Resiliency Bond. • Stage 1 is the project we are requesting to advance to final design in this memo. Stage 1 advances improvements and upgrades at the Main Wastewater Plant. The WWTPs have not been comprehensively overhauled in 30+ years and multiple systems are nearing their failure point. Additionally, State and Federal regulations require that additional treatment be added to further remove phosphorus. Lastly, the growth in housing now anticipated to occur within the City in the coming decade necessitates expansions to several treatment components. • Stage 2 is not part of the Lake Bond (except for sewer work on Cherry Street). The primary scope of work includes turning the east wastewater plant into a pump station and constructing new wastewater conveyance piping to bring the east wastewater plant flow to the main plant. Stage 2 work also includes important updates to the north wastewater plant. Stage 2 work was originally planned to be included in the Lake Bond but it was removed with the intention of another bond being brough forth in the 2027-2028 timeframe. 2 10451268_2:12576-00011 Page 207 of 247  • Stage 3 is not part of the Lake Bond. The scope of work includes other important wastewater plant improvements for aging infrastructure at the wastewater plants, including but not limited to: wet weather pumps, wet weather screen, pumping systems which are not part of Stage 1 and 2, select buried infrastructure, and other infrastructure that is past useful life This scope of work is planned for a future bond vote. WASTEWATER CONSULTANT PROCUREMENT AND CONTRACTING: Wright-Pierce was previously selected as our Wastewater Treatment Facility design consultant in 20191 through a competitive Request for Qualifications which had 6 respondents and Wright-Pierce will provide final design engineering services for Stage 1. Please see the attachment for the draft contract and scope of work. DPW closely followed the CWSRF procurement requirements for all project related engineering services in accordance with 40 U.S.C. § 1101-1104, which requires public issuance of a request for qualifications (RFQ) and negotiation of contracts using a qualifications-based selection (QBS) process. Once we submit a finalized and executed engineering services agreement to the State and other project approvals are complete, we will obtain a “letter of authorized funding”. Once the State has issued this letter, the City is able to incur expenses even before the loan has been executed. Reimbursement for these expenses can only be processed once the loan is executed. However, it is not atypical for communities to begin engineering related work upon the submission of the loan application since there can be some delay in receiving the letter of authorized funding from the State and executing the loan agreements. Water Resources will authorize $150,000 of consultant work once we get acknowledgement of the receipt of our loan application so that Wright Pierce can start final design engineering work. PROJECT COST AND LOAN SUMMARY: Water quality and rate affordability guide every decision we make. Therefore, we are advancing work through loans from the Clean Water State Revolving Fund (“CWSRF”). The CWSRF carries specific requirements during procurement, design, and construction phases of projects. While this adds some time on the front end, the advantages over a publicly offered bond include a lower borrowing cost (2% administration fee), potential access to subsidy and pollution control grants, repayment periods that can extend beyond 20 years where appropriate for longer life infrastructure, and a delayed repayment period (1 year from the completion of construction) which gives us some flexibility in budgeting for debt service. These benefits result in mitigated rate increases for our residents and customers. The following summary table outlines the costs that comprise the total CWSRF Loan amounts for which we are seeking approval. We have estimated not-to-exceed (NTE) values for our loan applications to ensure there is contingency to make reasonable scope of work adjustments during the final review of the scope by the State. 3 10451268_2:12576-00011 Page 208 of 247  Stage 1 – Wastewater Treatment Plant Improvements Item Estimated Total Amended Costs Loan Value Step I costs already approved $643,800 $2,192,700 Step II: Wright Pierce 35% Final $1,548,900 Design Engineering The next step in advancing the project is obtaining approval from the Board of Finance and City Council for approval to pursue the various steps in applying for and executing the associated SRF Loan. No debt will be incurred until the loans are executed by the Mayor and Chief Administrative Officer. We will return to the Board of Finance and City Council for approval on the next steps beyond this 35% final design scope of work. This Step II loan will be rolled into a future CWSRF Step III Construction loan with the balance of the construction funding likely funded by a revenue bond, with both debt instruments authorized under the 2025 Lake Bond. The 5 year rate plan shared as part of the FY26 budget includes the estimated rate increases needed for repayment of the Stage 1 project starting in FY28 (for the revenue bond portion) and in FY31 for the CWSRF loan portion (one year after anticipated completion). ATTACHMENTS: • Attachment A: Draft Final Design Phase Engineering Services Agreement Scope of Work with Wright Pierce • Attachment B: Resolution MOTIONS: The Department of Public Works’ Water Resources Division respectfully requests that the Board of Finance and City Council approve the following motions: Board of Finance Actions: 1. “To approve and recommend that the City Council adopt the attached resolution authorizing a Step II $2,192,700 amended loan from the Vermont Clean Water State Revolving fund and a $2,192,700 amended contract with Wright-Pierce for the Stage 1 Main Wastewater Plant Improvements project as more specifically set forth in the attached resolution.” City Council Actions: 2. “To waive the reading and adopt the attached resolution authorizing a Step II $2,192,700 amended loan from the Vermont Clean Water State Revolving fund and a $2,192,700 amended contract with Wright-Pierce for the Stage 1 Main Wastewater Plant Improvements project as more specifically set forth in the attached resolution.” 4 10451268_2:12576-00011 Page 209 of 247 Thank you for your consideration of this request. 5 10451268_2:12576-00011 Page 210 of 247  Attachment A This is EXHIBIT J, consisting of [8] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated [ ]. Special Provisions The Agreement is/are amended to include the following agreement(s) of the parties: The attached DEC Certification Page is required as part of this Agreement. The following City Ordinance Certification Pages are required to be signed as part of this Agreement: Livable Wage, Outsourcing and Union Deterrence Certifications. Scope of Services Burlington Main WWTF Stage 1 Upgrade – Step II 30% Final Design The purpose of this project is to address age-related needs, effluent permit requirements, and accommodate growth within the City. To achieve these goals, a comprehensive upgrade is proposed at the Burlington, VT Main Wastewater Treatment Facility (WWTF). The following summarizes the elements of the recommended project as identified in the Preliminary Engineering Report (Wright-Pierce, 02/2025). For clarity, new tanks and processes are underlined. Influent Pumping • Replace six existing submersible pumps – new pumps will be selected for increased resiliency against high-grit influent • New VFDs • New pumps to be controlled by existing panel installed under Headworks Upgrade • Influent wet well repairs as needed (crack fill, cementitious overlay, etc.) • Replace wet well level instruments • Replace Influent Wet Well sluice gates 9, 10, 11, 12 • Replace discharge piping and valves in Pipe Gallery • Piping to bypass grit and primary clarifier facilities will be evaluated as part of the preliminary design. Foul Sewer Pumping • Replace two existing submersible pumps – new pumps will be selected for increased resiliency against high-grit influent • New VFDs • New pumps to be controlled by existing panel installed under Headworks Upgrade • Foul sewer wet well repairs as needed (crack fill, cementitious overlay, etc.) • Replace wet well level instruments • Configuration of discharge piping will be evaluated as part of preliminary design. Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 Page 211 of 247 Grit • Install electric actuators on two slide gates (SLD-16, SLD-17) in the Grit Building. Actuation will utilize level instruments installed under the Headworks Upgrade. Primary Clarifiers • Replace mechanisms for two 75-ft diameter clarifiers (platform, rake and plow collectors, center drive column, drive, weirs, baffles). • New drive to be installed at a higher elevation to accommodate maintenance activities from the platform. • Concrete tank repairs (types and extents of tank repairs to be identified during final design) • Modify concrete launder to direct effluent flow to north end of WWTF • Preliminary design will include evaluation and cost estimates for launder covers, full tank covers, and odor control at the primary clarifiers Existing Aeration Tanks • Demolish tank internals • In-fill abandoned tanks as needed and complete site prep to support construction of the intermediate pump station and tertiary system Existing Secondary Clarifiers • Replace mechanisms for four 65-ft diameter clarifiers (platform, rake and plow collectors, center drive column, drive, weirs, baffles). • Construct Stamford baffles • Raise weir elevations to 105 feet ASL (increase side water depths of Clarifiers 1 and 2 to 11.15-ft and Clarifiers 3 and 4 to 13.15-ft.) Includes structural review of existing clarifier structures. • Concrete tank repairs • Preliminary design will include evaluation and cost estimates for launder covers New Aeration Tanks • Construct three (3) aeration tanks, 2 MG each for a total of 6 MG. • Install air headers, diffusers, and control/sampling instruments within the new tanks. • Install selector zones with mixers • Install five (5) new blowers (Turbo or Hybrid rotary screw) 5th Secondary Clarifier • Construct 5th 65-ft diameter secondary clarifier to match existing clarifiers • Construct density current baffles (McKinney or Stamford style baffles) • Preliminary design will include evaluation and cost estimates for launder covers Intermediate Pump Station • Construct 19 MGD submersible pump station. Scope assumes axial flow style station. • Install five submersible pumps (3,300 gpm at 10-12 ft TDH) with VFDs • Cast base slab and walls for divided wet well within existing aeration tank (use existing tank to support formwork) • Power and controls for pump station to be housed within new Filter Building Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 Page 212 of 247 Tertiary Treatment • Install 19 MGD Cloth Media Filtration system (sole-source to Aqua Aerobics) o Two trains, each rated for 19 MGD o Three backwash pumps (20 hp) • Install one 7,000-gallon rapid mixing tank (with one 1.5 hp mixer) • Construct one 72,500-gallon coagulation tank (with one 3 hp mixer) Chlorine Contact Tanks • Raise interior chlorine contact tank walls to prevent short circuiting. • Inspect tanks during Step 2 to identify approximate degree/quantity of structural repairs needed. • The design will evaluate the impacts of dosing sodium hypochlorite at the secondary clarifier launders or after tertiary treatment. Waste Sludge Storage • Construct three 100,000-gallon waste sludge storage tanks • 9-inch EPDM diffuser system (1 per tank) with stainless steel air piping • Install three recessed impeller WAS transfer pumps with VFDs (pumps to be in new Blower Building) • Install new blowers (size TBD) in new Blower Building Existing Sludge Pumping and Storage • Install 5th RAS pump (existing RAS pumps are WEMCO E5k-S-E2SM, Horizontal) • Replace the existing four RAS Pumps. Replacement of the existing four RAS pumps was a Stage 3 item that has been prioritized to Stage 1 based on current pump reliability. • Replace the Existing Two Waste Sludge Pumps and add a 3rd waste sludge pump. • Evaluate the cost of replacing all sludge piping in the Control Building for the Return and Waste Sludge Pumps. • Demolish existing mixing system (blowers, diffusers, air piping) • Install new large-bubble mixing system (air headers, nozzles, compressors) • Compressors (two at 15 HP each) to be located in Sludge Aeration Blower Room • Demolish existing odor control system and replace with new activated carbon odor control unit to treat forced ventilation from basement-level tanks. • Replace six access hatches to prevent air leakage from sludge storage tanks into Dewatering Room • Replace tank level elements Dewatering System • Preliminary design will include evaluation and cost estimates for replacement of sludge discharge conveyor • Install activated carbon odor control unit to treat forced ventilation from Dewatering Room • Preliminary design will include evaluation and cost estimates for alternative sludge storage using a sludge blend tank vs. using inline mechanical mixing. • Electrical design will be sized to accommodate future centrifuge dewatering equipment or screw presses. Items noted above will be designed to accommodate either centrifuges or screw presses as part of a future upgrade. Aluminum Sulfate Feed System • Demolish existing chemical feed pumps and exposed pump discharge piping • Install four peristaltic feed pumps (City has standardized on Watson Marlow pumps) Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 Page 213 of 247 • Re-line existing 8,000-gallon tank Electrical & PLC/SCADA System • Upgrade existing service • Install new utility transformer (2500 kVA with a 4000 AMP service) and secondary switchboard • Demolish existing generator and buried exterior fuel storage tank. • Convert Generator Room into a new Electrical Room for housing new switchboard and service main disconnect. • Construct new MCCs (MCC-1A, MCC-1B, MCC-1C) and panels (PP-1A, PP-1B) in the Control Building • Install new diesel-driven 2000 kW standby generator with sound attenuating walk-in enclosure and integral fuel tank. • PLC and SCADA Systems – scope of work to be fully defined during the Pre-Design Phase. Two virtual workshops with City are assumed. Administration Building • Replace exterior windows and doors • Roof repair/replacement • Reconfigure administration and laboratory spaces to meet space programming goals. Proposed locations for improvement include: Entrance, Laboratory, shared office space, private offices, Seminar Room, Storage, Lunch Room, locker rooms, bathrooms. • Upgrades will include electrical, mechanical, and plumbing upgrades required to meet space needs including electrical upgrades identified in the Burlington Wastewater Treatment Administration Building Existing Conditions Survey (GVV, 2019). • Remove vestibule and entryway to un-fenced public space on west side of building • Add electrical vehicle charging stations near the building Control Building • Ventilation modifications to separate air streams being treated by the existing adsorption unit in the Garage. • Two new odor control systems to treat separated airstreams from the Dewatering Room and the Sludge Storage Tanks. • Expansion of old Generator Room to house new MCCs within new Electrical Room • HVAC Upgrades required to meet current code for spaces with process equipment and electrical distribution equipment modifications. WP to also evaluate options to get Control Building air intake further from the sludge garage door. Filter Building • New two-story building to house cloth media filters, backwash pump gallery, and electrical room. • Building to utilize existing aeration tanks to support concrete work. • Cost estimates will be developed during design to determine the cost impacts of adding a second coagulation tank for redundancy. Blower Building • New two-story building to house aeration blowers, WAS transfer pump gallery, and electrical room. • Blower piping will include inlet filters, and acoustic insulation to minimize noise pollution. Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 Page 214 of 247 Site Work • Stormwater management system (3-acre rule) • Replace existing exterior fencing; install new exterior fencing around new northern property. • Driveway extension to new site spaces • Sidewalk extension to new site spaces • Cost and feasibility of an automated/actuated gate will be evaluated. Per the Owner’s request, the Engineer proposes to provide professional engineering services to prepare the Pre-Design and Final Design for the construction of the wastewater treatment facility upgrade: 1. Pre-Design Services a. Dilution Study i. Develop a Dilution Study Plan for review and concurrence by Owner and VTDEC. ii. Complete a dilution study in Burlington Bay to evaluate the current receiving water conditions at the Main WWTF discharge. iii. Hydrodynamic modeling study to demonstrate the existing and proposed impacts on the public water supply raw water source intakes for the Champlain Water District and City of Burlington Water. iv. Prepare an analysis of results and study report following completion of the field studies. A Draft report will be provided for review and comment prior to submittal of the Final report. v. A not to exceed budget has been identified for this task. b. Scope Acceptance Workshops – Meet with Owner to discuss and select improvements not finalized during the PER process: approximate layout of new tanks and buildings, PLC & SCADA system improvements, and sludge dewatering technology. Four meetings are assumed. It is assumed that weekly and bi-weekly meetings will be virtual and milestone workshop meetings will be in person. A not to exceed budget has been identified for this task. c. Basis for Final Design – The Basis for Final Design document will be prepared for review and approval. One (1) meeting with Vermont DEC-WID is included. A not to exceed budget has been identified for this task. d. Wetland Classification and Delineation Services – Delineation to be completed according to the methodology from the 1987 Corps of Engineers Wetland Delineation Manual and 2012 regional Supplement. The wetland boundary will be marked by a line of sequentially numbered WETLAND DELINEATION flags for survey and mapping by others. Field notes will be taken sufficient for documentation of the delineation and for assessment of wetland values & functions as required for a Vermont Wetland Permit. Documentation will include completion of Army Corps of Engineers Wetland Determination Data Forms and letter report, and submission to State of Vermont District Wetland Ecologist for concurrence. A not to exceed budget has been identified for this task. Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 Page 215 of 247  e. Survey – Survey consultant will perform the topographic survey for this project in accordance with the WP Survey Scope of Services within the approximately 6.8-acre area (existing Main WWTF and adjacent Perkins Pier parking lot site). It is assumed that facility operators will assist with access to sanitary structures, and with obtaining invert elevations/pipe diameters in those structures. All surveying activities will be conducted under the direction and supervision of a Vermont Licensed Land Surveyor. The survey will be expressed in U.S. Survey Feet, referenced vertically to NAVD 88, and horizontally to NAD 83 SPC (4400 VT). A not to exceed budget has been identified for this task. f. Utility Coordination – A not to exceed budget has been identified for these tasks i. Engineer will attend two meetings (assume virtual) with Owner and Burlington Electric Department (BED) representatives to coordinate the following efforts: relocation of existing overhead power line and utility pole from Perkins Pier property and coordination of new electric service for the Main WWTF. ii. Vermont Gas: Engineer will attend two meetings (assume virtual) with Owner and Vermont Gas Systems (VGS) representatives to coordinate work around existing gas man and requirements for relocation of existing gas main (if needed). g. Parks Department Coordination – Engineer will attend two meetings (assume virtual) with Owner and Burlington Parks and Recreation Department (PRD) to discuss impacts of the project on the Perkins Pier layout and the bike path adjacent to the existing WWTF site. This will include input from the PRD on the proposed topographic surveying task and future boundary survey task. A not to exceed budget has been identified for this task. h. Archaeological Resources Assessment – A subcontractor will be used for archaeological assessment. A not to exceed budget has been identified for this task. i. Compile project information including the project size, location, and description of proposed undertaking. ii. Review environmental information including soils, bedrock geology, topography, and hydrology. iii. Conduct a site visit to observe and photograph existing conditions, present land use, and any evidence of prior soil disturbance. iv. Consult the Vermont Division for Historic Preservation’s Online Resource Center (ORC) to identify known archeological sites, previous archeological surveys, and National Register listed and eligible properties and districts in the vicinity of the APE. v. Examine historical maps and provide an interpretation of potential historic resources. vi. Photograph structures within the APE. vii. Assess the archeological sensitivity and potential and provide recommendations regarding Phase IB testing. viii. The report will be prepared according to the Guidelines for Conducting Archeology in Vermont (2017). As appropriate, the report will contain text, tables, color maps and photographs. Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 Page 216 of 247  i. Explorations and Geotechnical Engineering Services – Geotechnical Engineer will coordinate an exploration program consisting of test borings, perform soils laboratory testing and make a geotechnical evaluation of the subsurface findings relative to the foundation and earthwork associated with the proposed structures. Their findings will be presented in a written report. One day of test borings is anticipated to identify soil conditions. Boring depths will be based on the anticipated depths of the proposed structures (Blower Building, 5th Secondary Clarifier, Aeration Tanks, WAS Storage Tank). Note this task will be updated once proposal has been received from geotechnical engineer. A not to exceed budget has been identified for this task. j. Tertiary Treatment Equipment Pre-selection – Provide necessary documentation to VTDEC to validate City selection of tertiary treatment manufacturer. A not to exceed budget has been identified for this task. k. Permitting – A not to exceed budget has been identified for this task. i. A Finding of No Significant Impact (FONSI) process is anticipated. Effort includes preparation of materials for two (2) presentations (Presentation of Alternatives and Public Hearing). ii. Preparation and submittal of the Permit Review Sheet to VTDEC project review. Coordination with the requisite State agencies will occur during final design. iii. Permit coordination with the City of Burlington Zoning Division. 2. Final Design – A not to exceed budget has been identified for this task. a. Preparation of 30% Final Design Plans and Specifications – The Engineer will make engineering investigations as necessary and will compile data as required for the design and drawings for the project. i. Basis of design memoranda will be developed for process equipment and major electrical equipment to support development of 30% plans and specifications. ii. 30% Drawings (plans) will depict existing conditions, demolition drawings, and preliminary layout for proposed new equipment and tankage. iii. Specifications Table of Contents for all disciplines. b. Engineer’s Opinion of Probably Construction Cost – An opinion of probable construction cost and total project cost, based upon 30% drawings and specifications, will be furnished to the Owner and review agencies. Periodic (as often as monthly) updates of the project costs between WP and the City can be scheduled. WP will keep the City informed of project cost changes that will impact project cost. c. Design Meetings – The Engineer will meet at reasonable and customary intervals to provide close liaison with the Owner, the State of Vermont Department of Environmental Conservation (VTDEC) and other recognized authorities having jurisdiction regarding the engineering phases of the project. i. Kick-off meeting ii. 30% review meeting Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 Page 217 of 247  iii. Weekly or bi-weekly meetings (depending on project status) will be held between WP and City to coordinate information requests and solicit City feedback on design alternatives. 3. CMAR GC Procurement – A not to exceed budget has been identified for this task. a. Request for Qualifications (RFQ) – The Engineer will develop a draft RFQ for selection of a Construction Management contractor for pre-construction and construction services for the Stage 1 Upgrade at the Main WWTF. The draft RFQ will be provided to the City for administrative, engineering, and legal review and comment. The RFQ will include: general project information, project sequencing requirements, project funding information, proposal format/submission requirements, and selection criteria. b. Pre-submission Meeting – The Engineer will facilitate an on-site meeting for interested RFQ candidates, including development of an agenda, site tour, and development of meeting minutes. c. RFQ Selection Process – The Engineer will answer questions submitted by RFQ candidates regarding project design, construction sequencing, or other applicable topics. 4. Special Services a. Permitting Assistance – Begin coordination efforts with VTDEC regarding anticipated Act 250 Permit amendments required because of the proposed upgrade to define the permitting scope for the next phase. A not to exceed budget has been identified for this task. b. Funding Assistance – The Engineer will provide assistance and coordination with funding agencies and with potential applications to new funding sources. A not to exceed budget has been identified for this task. Work Not Included in Scope – The following tasks are not included in the scope of work and could be provided, if necessary, via future addendum. • Boundary survey • Permitting assistance beyond tasks identified in the scope of work. • Design of additional project elements not identified in the recommended project as outlined in the Preliminary Engineering Report. • Asbestos, lead and PCB survey of existing buildings where construction impacts are anticipated. • Completion of Act 250 permitting. Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 Page 218 of 247  This is EXHIBIT J, consisting of [8] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated [ ]. Special Provisions The Agreement is/are amended to include the following agreement(s) of the parties: The attached DEC Certification Page is required as part of this Agreement. The following City Ordinance Certification Pages are required to be signed as part of this Agreement: Livable Wage, Outsourcing and Union Deterrence Certifications. Scope of Services Burlington Main WWTF Stage 1 Upgrade – Step II 30% Final Design The purpose of this project is to address age-related needs, effluent permit requirements, and accommodate growth within the City. To achieve these goals, a comprehensive upgrade is proposed at the Burlington, VT Main Wastewater Treatment Facility (WWTF). The following summarizes the elements of the recommended project as identified in the Preliminary Engineering Report (Wright-Pierce, 02/2025). For clarity, new tanks and processes are underlined. Influent Pumping • Replace six existing submersible pumps – new pumps will be selected for increased resiliency against high-grit influent • New VFDs • New pumps to be controlled by existing panel installed under Headworks Upgrade • Influent wet well repairs as needed (crack fill, cementitious overlay, etc.) • Replace wet well level instruments • Replace Influent Wet Well sluice gates 9, 10, 11, 12 • Replace discharge piping and valves in Pipe Gallery • Piping to bypass grit and primary clarifier facilities will be evaluated as part of the preliminary design. Foul Sewer Pumping • Replace two existing submersible pumps – new pumps will be selected for increased resiliency against high-grit influent • New VFDs • New pumps to be controlled by existing panel installed under Headworks Upgrade • Foul sewer wet well repairs as needed (crack fill, cementitious overlay, etc.) • Replace wet well level instruments • Configuration of discharge piping will be evaluated as part of preliminary design. Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 Page 219 of 247 Grit • Install electric actuators on two slide gates (SLD-16, SLD-17) in the Grit Building. Actuation will utilize level instruments installed under the Headworks Upgrade. Primary Clarifiers • Replace mechanisms for two 75-ft diameter clarifiers (platform, rake and plow collectors, center drive column, drive, weirs, baffles). • New drive to be installed at a higher elevation to accommodate maintenance activities from the platform. • Concrete tank repairs (types and extents of tank repairs to be identified during final design) • Modify concrete launder to direct effluent flow to north end of WWTF • Preliminary design will include evaluation and cost estimates for launder covers, full tank covers, and odor control at the primary clarifiers Existing Aeration Tanks • Demolish tank internals • In-fill abandoned tanks as needed and complete site prep to support construction of the intermediate pump station and tertiary system Existing Secondary Clarifiers • Replace mechanisms for four 65-ft diameter clarifiers (platform, rake and plow collectors, center drive column, drive, weirs, baffles). • Construct Stamford baffles • Raise weir elevations to 105 feet ASL (increase side water depths of Clarifiers 1 and 2 to 11.15-ft and Clarifiers 3 and 4 to 13.15-ft.) Includes structural review of existing clarifier structures. • Concrete tank repairs • Preliminary design will include evaluation and cost estimates for launder covers New Aeration Tanks • Construct three (3) aeration tanks, 2 MG each for a total of 6 MG. • Install air headers, diffusers, and control/sampling instruments within the new tanks. • Install selector zones with mixers • Install five (5) new blowers (Turbo or Hybrid rotary screw) 5th Secondary Clarifier • Construct 5th 65-ft diameter secondary clarifier to match existing clarifiers • Construct density current baffles (McKinney or Stamford style baffles) • Preliminary design will include evaluation and cost estimates for launder covers Intermediate Pump Station • Construct 19 MGD submersible pump station. Scope assumes axial flow style station. • Install five submersible pumps (3,300 gpm at 10-12 ft TDH) with VFDs • Cast base slab and walls for divided wet well within existing aeration tank (use existing tank to support formwork) • Power and controls for pump station to be housed within new Filter Building Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 Page 220 of 247 Tertiary Treatment • Install 19 MGD Cloth Media Filtration system (sole-source to Aqua Aerobics) o Two trains, each rated for 19 MGD o Three backwash pumps (20 hp) • Install one 7,000-gallon rapid mixing tank (with one 1.5 hp mixer) • Construct one 72,500-gallon coagulation tank (with one 3 hp mixer) Chlorine Contact Tanks • Raise interior chlorine contact tank walls to prevent short circuiting. • Inspect tanks during Step 2 to identify approximate degree/quantity of structural repairs needed. • The design will evaluate the impacts of dosing sodium hypochlorite at the secondary clarifier launders or after tertiary treatment. Waste Sludge Storage • Construct three 100,000-gallon waste sludge storage tanks • 9-inch EPDM diffuser system (1 per tank) with stainless steel air piping • Install three recessed impeller WAS transfer pumps with VFDs (pumps to be in new Blower Building) • Install new blowers (size TBD) in new Blower Building Existing Sludge Pumping and Storage • Install 5th RAS pump (existing RAS pumps are WEMCO E5k-S-E2SM, Horizontal) • Replace the existing four RAS Pumps. Replacement of the existing four RAS pumps was a Stage 3 item that has been prioritized to Stage 1 based on current pump reliability. • Replace the Existing Two Waste Sludge Pumps and add a 3rd waste sludge pump. • Evaluate the cost of replacing all sludge piping in the Control Building for the Return and Waste Sludge Pumps. • Demolish existing mixing system (blowers, diffusers, air piping) • Install new large-bubble mixing system (air headers, nozzles, compressors) • Compressors (two at 15 HP each) to be located in Sludge Aeration Blower Room • Demolish existing odor control system and replace with new activated carbon odor control unit to treat forced ventilation from basement-level tanks. • Replace six access hatches to prevent air leakage from sludge storage tanks into Dewatering Room • Replace tank level elements Dewatering System • Preliminary design will include evaluation and cost estimates for replacement of sludge discharge conveyor • Install activated carbon odor control unit to treat forced ventilation from Dewatering Room • Preliminary design will include evaluation and cost estimates for alternative sludge storage using a sludge blend tank vs. using inline mechanical mixing. • Electrical design will be sized to accommodate future centrifuge dewatering equipment or screw presses. Items noted above will be designed to accommodate either centrifuges or screw presses as part of a future upgrade. Aluminum Sulfate Feed System • Demolish existing chemical feed pumps and exposed pump discharge piping • Install four peristaltic feed pumps (City has standardized on Watson Marlow pumps) Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 Page 221 of 247 • Re-line existing 8,000-gallon tank Electrical & PLC/SCADA System • Upgrade existing service • Install new utility transformer (2500 kVA with a 4000 AMP service) and secondary switchboard • Demolish existing generator and buried exterior fuel storage tank. • Convert Generator Room into a new Electrical Room for housing new switchboard and service main disconnect. • Construct new MCCs (MCC-1A, MCC-1B, MCC-1C) and panels (PP-1A, PP-1B) in the Control Building • Install new diesel-driven 2000 kW standby generator with sound attenuating walk-in enclosure and integral fuel tank. • PLC and SCADA Systems – scope of work to be fully defined during the Pre-Design Phase. Two virtual workshops with City are assumed. Administration Building • Replace exterior windows and doors • Roof repair/replacement • Reconfigure administration and laboratory spaces to meet space programming goals. Proposed locations for improvement include: Entrance, Laboratory, shared office space, private offices, Seminar Room, Storage, Lunch Room, locker rooms, bathrooms. • Upgrades will include electrical, mechanical, and plumbing upgrades required to meet space needs including electrical upgrades identified in the Burlington Wastewater Treatment Administration Building Existing Conditions Survey (GVV, 2019). • Remove vestibule and entryway to un-fenced public space on west side of building • Add electrical vehicle charging stations near the building Control Building • Ventilation modifications to separate air streams being treated by the existing adsorption unit in the Garage. • Two new odor control systems to treat separated airstreams from the Dewatering Room and the Sludge Storage Tanks. • Expansion of old Generator Room to house new MCCs within new Electrical Room • HVAC Upgrades required to meet current code for spaces with process equipment and electrical distribution equipment modifications. WP to also evaluate options to get Control Building air intake further from the sludge garage door. Filter Building • New two-story building to house cloth media filters, backwash pump gallery, and electrical room. • Building to utilize existing aeration tanks to support concrete work. • Cost estimates will be developed during design to determine the cost impacts of adding a second coagulation tank for redundancy. Blower Building • New two-story building to house aeration blowers, WAS transfer pump gallery, and electrical room. • Blower piping will include inlet filters, and acoustic insulation to minimize noise pollution. Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 Page 222 of 247 Site Work • Stormwater management system (3-acre rule) • Replace existing exterior fencing; install new exterior fencing around new northern property. • Driveway extension to new site spaces • Sidewalk extension to new site spaces • Cost and feasibility of an automated/actuated gate will be evaluated. Per the Owner’s request, the Engineer proposes to provide professional engineering services to prepare the Pre-Design and Final Design for the construction of the wastewater treatment facility upgrade: 1. Pre-Design Services a. Dilution Study i. Develop a Dilution Study Plan for review and concurrence by Owner and VTDEC. ii. Complete a dilution study in Burlington Bay to evaluate the current receiving water conditions at the Main WWTF discharge. iii. Hydrodynamic modeling study to demonstrate the existing and proposed impacts on the public water supply raw water source intakes for the Champlain Water District and City of Burlington Water. iv. Prepare an analysis of results and study report following completion of the field studies. A Draft report will be provided for review and comment prior to submittal of the Final report. v. A not to exceed budget has been identified for this task. b. Scope Acceptance Workshops – Meet with Owner to discuss and select improvements not finalized during the PER process: approximate layout of new tanks and buildings, PLC & SCADA system improvements, and sludge dewatering technology. Four meetings are assumed. It is assumed that weekly and bi-weekly meetings will be virtual and milestone workshop meetings will be in person. A not to exceed budget has been identified for this task. c. Basis for Final Design – The Basis for Final Design document will be prepared for review and approval. One (1) meeting with Vermont DEC-WID is included. A not to exceed budget has been identified for this task. d. Wetland Classification and Delineation Services – Delineation to be completed according to the methodology from the 1987 Corps of Engineers Wetland Delineation Manual and 2012 regional Supplement. The wetland boundary will be marked by a line of sequentially numbered WETLAND DELINEATION flags for survey and mapping by others. Field notes will be taken sufficient for documentation of the delineation and for assessment of wetland values & functions as required for a Vermont Wetland Permit. Documentation will include completion of Army Corps of Engineers Wetland Determination Data Forms and letter report, and submission to State of Vermont District Wetland Ecologist for concurrence. A not to exceed budget has been identified for this task. Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 Page 223 of 247  e. Survey – Survey consultant will perform the topographic survey for this project in accordance with the WP Survey Scope of Services within the approximately 6.8-acre area (existing Main WWTF and adjacent Perkins Pier parking lot site). It is assumed that facility operators will assist with access to sanitary structures, and with obtaining invert elevations/pipe diameters in those structures. All surveying activities will be conducted under the direction and supervision of a Vermont Licensed Land Surveyor. The survey will be expressed in U.S. Survey Feet, referenced vertically to NAVD 88, and horizontally to NAD 83 SPC (4400 VT). A not to exceed budget has been identified for this task. f. Utility Coordination – A not to exceed budget has been identified for these tasks i. Engineer will attend two meetings (assume virtual) with Owner and Burlington Electric Department (BED) representatives to coordinate the following efforts: relocation of existing overhead power line and utility pole from Perkins Pier property and coordination of new electric service for the Main WWTF. ii. Vermont Gas: Engineer will attend two meetings (assume virtual) with Owner and Vermont Gas Systems (VGS) representatives to coordinate work around existing gas man and requirements for relocation of existing gas main (if needed). g. Parks Department Coordination – Engineer will attend two meetings (assume virtual) with Owner and Burlington Parks and Recreation Department (PRD) to discuss impacts of the project on the Perkins Pier layout and the bike path adjacent to the existing WWTF site. This will include input from the PRD on the proposed topographic surveying task and future boundary survey task. A not to exceed budget has been identified for this task. h. Archaeological Resources Assessment – A subcontractor will be used for archaeological assessment. A not to exceed budget has been identified for this task. i. Compile project information including the project size, location, and description of proposed undertaking. ii. Review environmental information including soils, bedrock geology, topography, and hydrology. iii. Conduct a site visit to observe and photograph existing conditions, present land use, and any evidence of prior soil disturbance. iv. Consult the Vermont Division for Historic Preservation’s Online Resource Center (ORC) to identify known archeological sites, previous archeological surveys, and National Register listed and eligible properties and districts in the vicinity of the APE. v. Examine historical maps and provide an interpretation of potential historic resources. vi. Photograph structures within the APE. vii. Assess the archeological sensitivity and potential and provide recommendations regarding Phase IB testing. viii. The report will be prepared according to the Guidelines for Conducting Archeology in Vermont (2017). As appropriate, the report will contain text, tables, color maps and photographs. Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 Page 224 of 247  i. Explorations and Geotechnical Engineering Services – Geotechnical Engineer will coordinate an exploration program consisting of test borings, perform soils laboratory testing and make a geotechnical evaluation of the subsurface findings relative to the foundation and earthwork associated with the proposed structures. Their findings will be presented in a written report. One day of test borings is anticipated to identify soil conditions. Boring depths will be based on the anticipated depths of the proposed structures (Blower Building, 5th Secondary Clarifier, Aeration Tanks, WAS Storage Tank). Note this task will be updated once proposal has been received from geotechnical engineer. A not to exceed budget has been identified for this task. j. Tertiary Treatment Equipment Pre-selection – Provide necessary documentation to VTDEC to validate City selection of tertiary treatment manufacturer. A not to exceed budget has been identified for this task. k. Permitting – A not to exceed budget has been identified for this task. i. A Finding of No Significant Impact (FONSI) process is anticipated. Effort includes preparation of materials for two (2) presentations (Presentation of Alternatives and Public Hearing). ii. Preparation and submittal of the Permit Review Sheet to VTDEC project review. Coordination with the requisite State agencies will occur during final design. iii. Permit coordination with the City of Burlington Zoning Division. 2. Final Design – A not to exceed budget has been identified for this task. a. Preparation of 30% Final Design Plans and Specifications – The Engineer will make engineering investigations as necessary and will compile data as required for the design and drawings for the project. i. Basis of design memoranda will be developed for process equipment and major electrical equipment to support development of 30% plans and specifications. ii. 30% Drawings (plans) will depict existing conditions, demolition drawings, and preliminary layout for proposed new equipment and tankage. iii. Specifications Table of Contents for all disciplines. b. Engineer’s Opinion of Probably Construction Cost – An opinion of probable construction cost and total project cost, based upon 30% drawings and specifications, will be furnished to the Owner and review agencies. Periodic (as often as monthly) updates of the project costs between WP and the City can be scheduled. WP will keep the City informed of project cost changes that will impact project cost. c. Design Meetings – The Engineer will meet at reasonable and customary intervals to provide close liaison with the Owner, the State of Vermont Department of Environmental Conservation (VTDEC) and other recognized authorities having jurisdiction regarding the engineering phases of the project. i. Kick-off meeting ii. 30% review meeting Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 Page 225 of 247  iii. Weekly or bi-weekly meetings (depending on project status) will be held between WP and City to coordinate information requests and solicit City feedback on design alternatives. 3. CMAR GC Procurement – A not to exceed budget has been identified for this task. a. Request for Qualifications (RFQ) – The Engineer will develop a draft RFQ for selection of a Construction Management contractor for pre-construction and construction services for the Stage 1 Upgrade at the Main WWTF. The draft RFQ will be provided to the City for administrative, engineering, and legal review and comment. The RFQ will include: general project information, project sequencing requirements, project funding information, proposal format/submission requirements, and selection criteria. b. Pre-submission Meeting – The Engineer will facilitate an on-site meeting for interested RFQ candidates, including development of an agenda, site tour, and development of meeting minutes. c. RFQ Selection Process – The Engineer will answer questions submitted by RFQ candidates regarding project design, construction sequencing, or other applicable topics. 4. Special Services a. Permitting Assistance – Begin coordination efforts with VTDEC regarding anticipated Act 250 Permit amendments required because of the proposed upgrade to define the permitting scope for the next phase. A not to exceed budget has been identified for this task. b. Funding Assistance – The Engineer will provide assistance and coordination with funding agencies and with potential applications to new funding sources. A not to exceed budget has been identified for this task. Work Not Included in Scope – The following tasks are not included in the scope of work and could be provided, if necessary, via future addendum. • Boundary survey • Permitting assistance beyond tasks identified in the scope of work. • Design of additional project elements not identified in the recommended project as outlined in the Preliminary Engineering Report. • Asbestos, lead and PCB survey of existing buildings where construction impacts are anticipated. • Completion of Act 250 permitting. Exhibit J - Special Provisions. EJCDC® E-500, Agreement Between Owner and Engineer for Professional Services. Copyright © 2014 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 Page 226 of 247  Board of Finance and City Council Submission Checklist Version: April 2025 Department: DPW-Water Resources Submitter: Martin Lee Title/Subject: Stage 1 Wastewater Treatment Plant Improvements 35% Final Design and Loan Approval Requested: Meeting Date: ☒ Board of Finance 6/16/2025 ☒ City Council 6/23/2025 ☐ Both BOF and Council Click or tap to enter a date. Instructions 1. This form must be completed by the person submitting the materials. 2. This form must be sent with the final submission of materials in advance of the meeting. 3. Do not indicate that a sign-off was received until it has actually been obtained. 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys. 5. Name the reviewing Attorney or HR Manager in the Note column. Signoff Needed Received? Approval Date Note Department Head Yes 6/9/2025 Chapin Spencer Mayor’s Office Yes 6/11/2025 Erin Jacobsen Board/Commission Choose an Click or tap to Click or tap here to enter text. item. enter a date. City Attorney’s Office for memo and Yes 6/9/2025 Erik Ramakrishnan contracts or legal documents City Attorney’s Office for memo and Choose an 6/9/2025 Erik Ramakrishnan motion(s) or resolution(s) item. CAO for budget, financing, and memo Choose an 6/10/2025 Katherine Schad item. Human Resources, if personnel action Choose an Click or tap to Click or tap here to enter text. or policy item. enter a date. CIO, if IT-related Choose an Click or tap to Click or tap here to enter text. item. enter a date. Page 227 of 247  Resolution Relating to RESOLUTION________ Sponsor(s): Bd. of Finance Introduced: ____________________ AUTHORIZATION FOR BURLINGTON ELECTRIC Referred to: ____________________ DEPARTMENT REVENUE REFUNDING BONDS ______________________________ Action: ________________________ Date: __________________________ Signed by Mayor: ________________ CITY OF BURLINGTON In the year Two Thousand Twenty-Five..……………………………………………………………………… Resolved by the City Council of the City of Burlington, as follows: 1 That WHEREAS, the City has previously authorized and issued its $12,000,000 Electric System Revenue 2 Bonds, 2014 Series A (the “2014 Bonds”) for the purpose of financing the acquisition of the Winooski One 3 Hydroelectric Facility by the Burlington Electric Department (“BED”); and 4 WHEREAS, pursuant to Section 228 and Section 436 of the City Charter, the City Council has the 5 authority to issue revenue refunding bonds to currently refund the 2014 Bonds; and 6 WHEREAS, BED and the City have discussed with the Vermont Bond Bank the possibility of issuing 7 such revenue refunding bonds to the Vermont Bond Bank in an effort to reduce transaction costs and, through 8 utilizing the State’s general credit rating, lower interest costs on such refunding bonds; 9 NOW, THEREFORE, BE IT RESOLVED that pursuant to Section 228 and Section 436 of the City 10 Charter, as amended, the City Council hereby approves the issuance of electric revenue refunding bonds, to be 11 issued in one or more series (referred to as the 2025 Series A Bonds), in the aggregate principal amount not 12 exceeding $6,544,000 (the “Bonds”) for the current refunding of all or a portion of the 2014 Bonds; and 13 BE IT FURTHER RESOLVED, that in order to authorize the issuance of such Bonds under the BED 14 General Bond Resolution adopted October 7, 1981 (as amended to the date hereof, the “General Bond 15 Resolution”), the City Council hereby approves Supplemental Resolution No. 18, adopted by the Board of 16 Electric Commissioners (the “BED Board”), a copy of which is attached hereto (“Supplemental Resolution 17 No. 18”), and authorizes the series certificate referenced in Supplemental Resolution No. 18 (the 18 “Series Certificate”), to be executed and delivered by the General Manager of BED and the Mayor, Chief 19 Administrative Officer, or Director of Finance prior to the issuance of the Bonds as provided in Supplemental 20 Resolution No. 18, each with such changes and completion of information as may be approved by the Mayor, 21 the Chief Administrative Officer, the Director of Financial Operations, or the General Manager of BED; and 22 BE IT FURTHER RESOLVED, that the Bonds may be issued and sold to the Vermont Bond Bank, or 23 in a private placement, public offering, competitive sale, or negotiated sale with one or more underwriters or 24 underwriting firms, and may be issued on a taxable or tax-exempt basis, and the City may enter into a bond Page 228 of 247  Page 2 Resolution Relating to AUTHORIZATION FOR BURLINGTON ELECTRIC DEPARTMENT REVENUE REFUNDING BONDS 25 purchase agreement or loan agreement with the Vermont Bond Bank, lender, or underwriter, as the case may 26 be, for such purpose; and 27 BE IT FURTHER RESOLVED, that if the Bonds are issued to the Vermont Bond Bank, the Bonds 28 shall be subject to the rights of the Vermont Bond Bank, including the rights set forth in Title 24, Chapter 119 29 of the Vermont Statutes Annotated; and 30 BE IT FURTHER RESOLVED, that in the event that the true interest cost of the 2025 Series A Bonds 31 would exceed six and one half percent (6.50%) per annum, the prior approval of the Board of Finance of the 32 City Council shall be required for the issuance of the Bonds; and 33 BE IT FURTHER RESOLVED that the Mayor, the Chief Administrative Officer, the Director of 34 Finance, and the General Manager of BED are, and each one of them is, hereby authorized and directed to 35 prepare one or more Official Statements of the City as they deem necessary in the City’s best interest. The 36 Mayor, the Chief Administrative Officer, the Director of Finance, and the General Manager of BED are, and 37 each one of them is, hereby authorized to execute and deliver one or more final Official Statement and to 38 execute and deliver such agreements, including one or more bond purchase agreement with the underwriter or 39 underwriters for the Bonds, continuing disclosure certificates, certificates as to use of proceeds, the Series 40 Certificate, escrow agreement, and all other documents, agreements and instruments necessary or convenient 41 in connection with the issuance of the Bonds; and 42 BE IT FURTHER RESOLVED that, if in the opinion of the Chief Administrative Officer or the 43 General Manager of BED, it is desirable and in the City’s best interest to obtain bond insurance for the Bonds, 44 the Mayor, the Chief Administrative Officer, the Director of Finance, and the General Manager of BED are, 45 and each one of them is, hereby authorized, to enter into such agreements and instruments with the bond 46 insurer in order to obtain bond insurance for the Bonds; and 47 BE IT FURTHER RESOLVED that it is the official intent of the City Council that BED may 48 reimburse some capital expenditures made for BED and the City, an amount not to exceed $5,000,000 in the 49 aggregate, with the proceeds of tax-exempt bonds as authorized by the voters of the City at a special meeting 50 of the City held November 5, 2024, in accordance with the requirements of Section 1.150-2 of the Treasury 51 Regulations adopted under the Internal Revenue Code of 1986, as amended. The City reasonably expects on 52 the date hereof that it will reimburse such expenditures with the proceeds of tax-exempt bonds as so 53 authorized by the voters; and 54 BE IT FURTHER RESOLVED that the City’s Chief Administrative Officer, the Director of Finance, 55 and the General Manager of BED are each further authorized to declare additional official notices of intent to Page 229 of 247  Page 3 Resolution Relating to AUTHORIZATION FOR BURLINGTON ELECTRIC DEPARTMENT REVENUE REFUNDING BONDS 56 reimburse capital expenditures made in furtherance of such capital improvements for the City and its 57 departments with the proceeds of tax-exempt bonds. 58 59 TM/Resolutions 2025/Authorization for Burlington Electric Department Revenue Refunding Bonds 60 6/11/25 Page 230 of 247 To: Burlington Board of Finance Burlington City Council From: Darren Springer, General Manager Emily Stebbins-Wheelock, CFO and Manager of Strategy & Innovation Date: June 16, 2025 Re: Refunding of 2014 Series A Electric System Revenue Bonds and Authorization to Reimburse Capital Projects Related to Net Zero Energy & Grid Reliability Revenue Bond The Burlington Electric Department (“BED”) respectfully requests Board and Council approval of the attached Resolution prepared by the City’s bond counsel, Paul, Frank & Collins, authorizing (1) the refunding of certain BED revenue bonds and (2) the reimbursement of up to $5 million in capital expenditures with the proceeds of the to-be issued tax-exempt Net Zero Energy & Grid Reliability revenue bonds authorized by voters in November, 2024. Refunding authorization In 2014 the City of Burlington authorized and issued $12,000,000 in Electric System Revenue Bonds, 2014 Series A, on behalf of BED for the purpose of financing the acquisition of the Winooski One Hydroelectric Facility. That bond issuance provided that the 2014A bonds maturing on or after July 1, 2025 may be redeemed at the option of the City, allowing for potential refunding of those obligations. As of July 1, 2025, the amount of principal remaining to be potentially refunded is $6,544,000. The Vermont Bond Bank has provided BED with a pro forma analysis of refunding that shows a net present value savings of $168,256.76, net of $35,000 in issuance costs. BED and the City are planning to issue these refunding bonds to the Vermont Bond Bank to reduce transaction costs and take advantage of the State of Vermont’s general credit rating to lower interest costs. Burlington Electric Department 585 Pine Street Burlington, VT 05401 burlingtonelectric.com Phone (802) 865-7300 Page 231 of 247 Bond counsel has also prepared Supplemental Resolution No. 18 to the BED General Bond Resolution adopted October 7, 1981 (as amended), which is attached to the proposed Council Resolution, to authorize the issuance of these refunding bonds. Although the Resolutions provide the flexibility for the City to issue these bonds either through the Vermont Bond Bank or in a private placement, public offering, competitive sale, or negotiated sale, our financial advisors, PFM, have expressed that in their opinion there would be no savings with a traditional bond transaction in the current market and that it makes the most sense to move forward with the Vermont Bond Bank. The Resolutions also require prior approval of the Board of Finance if the true interest cost of these refunding bonds exceeds 6.50%. The Burlington Electric Commission will vote on Supplemental Resolution No. 18 at its June 11, 2025 meeting. Reimbursement authorization On November 5, 2024, voters approved the $20 million Net Zero Energy & Grid Reliability Revenue Bond proposal. In BED’s proposed budget for FY26, there are $8.9 million of capital projects that are intended to be funded by the new Revenue Bond, and the attached Resolution authorizes expenditure for up to $5 million on those projects with an intent to reimburse from the proceeds of the tax-exempt Revenue Bond when issued in late winter or spring of 2026. (BED is currently planning to issue the Net Zero Energy & Grid Reliability Revenue Bond through the Vermont Bond Bank in its “winter” sale in February or March 2026, and will seek Council authorization of the issuance in late 2025 or early 2026.) This Resolution helps BED responsibly manage capital expenditures and cash flows in anticipation of the Revenue Bond issuance, in line with our FY26 budget, and ensures BED’s compliance with IRS regulations pertaining to the use of proceeds from tax-exempt obligations to reimburse a previously paid capital expenditure. BED staff and bond counsel will be present at the Board of Finance and City Council meetings on June 16, 2025, if you have any questions. We appreciate the Board and Council’s consideration of this Resolution. 2 of 2 Page 232 of 247  CITY OF BURLINGTON, VERMONT Board of Electric Commissioners SUPPLEMENTAL RESOLUTION NO. 18 BE IT RESOLVED, by the Board of Electric Commissioners of the City of Burlington, Vermont (the “City”) as follows: Section 1 Authorization The Board of Electric Commissioners (the “Board”) has previously authorized and issued $12,000,000 Electric System Revenue Bonds, 2014 Series A (the “2014 Bonds”). The Board hereby authorizes the issuance of revenue bonds as the “2025 Series A Bonds” (such series, the “2025 Bonds”) in the aggregate principal amount not to exceed $6,544,000 to provide for the current refunding of all of the outstanding 2014 Bonds. The Board deems the issuance of revenue bonds as hereby authorized to be in the public interest. The 2025 Bonds are to be issued pursuant to this Supplemental Resolution. It is presently estimated that the aggregate principal amount to be issued for the purpose of financing and refinancing various improvements to the Electric Plant is $6,544,000. It is further estimated that the 2025 Bonds will be payable, by serial maturities, as a term bond, or sinking fund installments or a combination of both, in the years 2025-2035, both dates being approximate. It is expected that the 2025 Bonds will be issued to the Vermont Bond Bank (the “Bond Bank”) through its pooled loan program, or may be issued through a public offering or a private placement in the event that the City’s Mayor or Chief Administrative Officer determines that such an offering would be more advantageous to the City than the sale to the Bond Bank. By adoption of one or more series certificates (the “Series Certificates”) to be delivered by the Mayor or Chief Administrative Officer for the City and the General Manager of the Electric Department at the time of and in connection with the sale of the 2025 Bonds, the City’s Mayor or Chief Administrative Officer and the General Manager of the Electric Department shall award the 2025 Bonds to the Bond Bank or the purchaser thereof and shall complete this supplemental resolution by insertion of the dates, maturities, principal amounts, interest rates, interest payment dates, redemption provisions, the amounts of proceeds of the 2025 Bonds, the inclusion of provisions for bond insurance, and any other terms and provisions which do not materially alter the substance of the transaction authorized hereby, all of which are to be determined by the City’s Mayor or Chief Administrative Officer and the General Manager of the Electric Department and set forth in the Series Certificate; provided, however, that if the true interest cost of the 2025 Bonds would exceed six and one-half Percent (6.50%) per annum, the prior approval of the Board of Finance of the City Council shall be required. -1- 10437763_3:12576-00046 Page 233 of 247  Section 2 Definitions (a) Except as provided in subsection (b) of this Section or unless the context clearly indicates some other meaning, the terms used in this Supplemental Resolution which are defined in the General Bond Resolution (the “General Bond Resolution”) adopted by the Board on October 7, 1981, as amended and supplemented, have the same meaning in this Supplemental Resolution as in the General Bond Resolution. The General Bond Resolution as amended or supplemented from time to time by Supplemental Resolutions is hereinafter referred to as the “Resolution.” (b) In this Supplemental Resolution, unless a different meaning clearly applies from the context, the following terms shall have the respective meanings given as follows: “Bond Insurer” means, if the 2025 Bonds are to be insured, such Bond Insurer as identified in the Series Certificate, or any successor thereto or assignee thereof. “Bond Insurance Policy” means the insurance policy, if any, issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Insured Bonds when due. “Insured Bonds” means, if any, the 2025 Bonds designated in the Series Certificate “Insured Bondholder” means the Bondholder of an Insured Bond. “Series Certificate” has the meaning given in Section 1 of this Supplemental Resolution. Section 3 Authorization of 2025 Bonds There is hereby authorized to be issued a Series of Bonds designated “Electric System Revenue Refunding Bonds, 2025 Series A” in the aggregate principal amount not to exceed $6,544,000. The 2025 Bonds shall be issued to (1) currently refund the outstanding 2014 Series A Bonds, and (2) pay the costs of issuance of the 2025 Bonds. The 2025 Bonds shall bear interest at the rates per annum and shall mature on July 1 in each of the years and in the principal amounts as provided in the Series Certificate. The 2025 Bonds may include both Serial Bonds and Term Bonds as provided in the Series Certificate. The 2025 Bonds shall be issued only as fully-registered bonds in minimum denominations of $5,000 and in any whole multiple thereof. If the 2025 Bonds are issued to the Bond Bank, the denominations may be $1,000 or such other amount as established by the City under the loan agreement with the Bond Bank. The 2025 Bonds shall each be dated the date of issuance, and shall, for each series, be numbered in numerical order from R-1 upwards in chronological order as issued. The 2025 Bonds shall bear interest from the date of issuance, payable on such dates as set forth in the Series Certificate. Interest shall be paid by the Bond Trustee by check or draft mailed to the registered owner at the owner’s address as it appears on the registration books kept pursuant to the Resolution. The principal of and premium, if any, on the 2025 Bonds shall be payable at the corporate trust office of the Bond Trustee. The 2025 Bonds, registration provisions and forms of authentication and assignment pertaining thereto shall be in substantially the form set forth in Section 6 hereof, with necessary or appropriate variations, omissions and insertions which are incidental to their numbers, -2- 10437763_3:12576-00046 Page 234 of 247 denominations, maturities, interest rates, paying agencies, registration provisions, redemption provisions and other details. Section 4 Redemption of 2025 Bonds Optional Redemption: To the extent set forth in the Series Certificate, the 2025 Bonds may be subject to redemption prior to maturity at the option of the City in whole or in part (and if in part, in such order of their maturities as the City in its discretion may determine), on any date, from any available moneys, all as shall be provided in the Series Certificate. Mandatory Sinking Fund Redemption: To the extent set forth in the Series Certificate, the 2025 Bonds that are Term Bonds (if any) may be subject to mandatory redemption at the principal amount of the 2025 Bonds to be redeemed plus accrued interest to the date of redemption in the years and amounts as provided in the Series Certificate. There is reserved the right to redeem the 2025 Bonds as a whole or in part at any time in any order of maturity and any amounts within maturities, but only from moneys available for such purpose in the Special Redemption Fund established by the Resolution, upon payment of the principal amount thereof together with the interest accrued thereon to the date fixed for redemption. Section 5 Notice of Redemption of 2025 Bonds Notice of intention to redeem shall be given by the Bond Trustee at least 30 days but not more than 60 days before the redemption date by mail, postage prepaid, to the owners of any 2025 Bonds which are to be redeemed. Failure to mail any such notice or any defect in such notice shall not affect the validity of the proceedings for such redemption with respect to the owners to whom such notice was so given. If any 2025 Bond is to be redeemed in part only, the notice of redemption shall state also that on or after the redemption date, upon surrender of such Bond, a new 2025 Bond or 2025 Bonds in principal amount equal to the unredeemed portion of such Bond and of the same series and maturity and bearing interest at the same rate will be issued. Any notice of redemption may state that the redemption to be effected is conditioned upon the receipt by the Bond Trustee on or prior to the redemption date of moneys sufficient to pay the principal of and premium, if any, and interest on such 2025 Bonds to be redeemed and that if such moneys are not so received, such notice shall be of no force or effect and such 2025 Bonds shall not be required to be redeemed. In the event that such notice contains such a condition and moneys sufficient to pay the principal of and premium, if any and interest on such 2025 Bonds are not received by the Bond Trustee on or prior to the purported redemption date, the redemption shall not be made, and the Bond Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. If less than all of the 2025 Bonds of any one maturity shall be called for redemption, the particular 2025 Bonds or portions thereof to be redeemed shall be selected by the Bond Trustee in such manner as the City in its discretion may determine; provided, however, that the portion of any 2025 Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof -3- 10437763_3:12576-00046 Page 235 of 247 and that, in selecting 2025 Bonds for redemption, each 2025 Bond shall be considered as representing that number of 2025 Bonds which is obtained by dividing the principal amount of such Bond by $5,000. So long as a book-entry system is used for determining beneficial ownership of the 2025 Bonds, if less than all of the 2025 Bonds within a maturity are to be redeemed, DTC and the DTC participants shall determine which of the 2025 Bonds within a maturity are to be redeemed by lot. Section 6 Form of 2025 Bonds The 2025 Bonds, registration, exchange and transfer provisions and forms of authentication and assignment pertaining thereto shall be in substantially the form set forth below, with necessary or appropriate variations, omissions and insertions which are incidental to their numbers, denominations, maturities, interest rate and other details, including provisions for Bond Insurance, if the 2025 Bonds are to be insured: [Form of 2025 Bond Follows] -4- 10437763_3:12576-00046 Page 236 of 247 No. R- $ UNITED STATES OF AMERICA STATE OF VERMONT CITY OF BURLINGTON ELECTRIC SYSTEM REVENUE REFUNDING BOND 2025 SERIES A Maturity Date: __________ Interest Rate: % Per annum Bond Date: [_________] Registered Owner: Cede & Co. Principal Amount: _______________________ Dollars CUSIP: The City of Burlington, Vermont (the “City”), for value received, promises to pay to the Registered Owner of this bond, or registered assigns, but solely from the Revenues provided under the Resolution mentioned in this bond, on the Maturity Date, the Principal Amount, upon presentation and surrender hereof, and to pay interest, but solely out of the Revenues, at the Interest Rate on such Principal Amount from the most recent [ ] 1 or [ ] 1 to which interest has been paid or duly provided for or, if no interest has been paid, from the Bond Date, payable on [ ] 1, 20[ ] and semi-annually on the first day of [ ] and [ ] in each year thereafter until payment of such Principal Amount, and, to the extent permitted by law, interest on overdue interest at the same rate. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The principal or redemption price of and interest on this bond are payable in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. The principal or redemption price of this bond shall be payable at the corporate trust office of Zions Bancorporation, National Association, in the City of Chicago, Illinois, the Bond Trustee under the Resolution, or its successor in trust. Interest on this bond shall be payable by check or draft mailed to the Registered Owner at its address appearing on the registration books of the City kept for that purpose at the corporate trust office of the Bond Trustee, determined as of the close of business on the applicable record date. The record date for payment of interest shall be the fifteenth day of the month next preceding the date on which the interest is to be paid or, if such fifteenth day is not a business day, the next preceding business day, provided that, with respect to overdue interest or interest payable on redemption of this bond other than on an interest payment date or interest on any overdue amount, the Bond Trustee may establish a special record date. The special record date may not be more than 20 days before the date set for payment. The Bond Trustee will give notice of a special record date by mailing a copy of such notice to the registered owners of all the Bonds outstanding at least 10 days before the special record date or in such other time and manner as the Bond Trustee may deem appropriate. This bond is one of a series of bonds aggregating [ ] Dollars ($[ ]) in principal amount, issued by the City for the purposes of its Electric Plant pursuant to No. 298 of the Vermont Acts of 1953 as amended and a Resolution duly adopted by the Board of Light Commissioners of the City on October 7, 1981 (as supplemented and amended by one or more -5- 10437763_3:12576-00046 Page 237 of 247 supplemental resolutions including a supplemental resolution duly adopted by the Board on [ ], 2025). Bonds may be issued under the Resolution in one or more series from time to time. This bond is issued pursuant to Section 436 of the City Charter and does not constitute an indebtedness of the City but is payable solely from the revenues of the City’s electric plant. Reference is made to the Resolution (as supplemented and amended) for, among other things, definitions of terms; the nature and extent of the security for the Bonds; the covenants securing the Bonds; the properties constituting the Electric Plant of the City; the manner of enforcement of the pledge; the terms and conditions upon which additional Bonds may be issued; the conditions upon which the Resolution may be amended or supplemented with and without the consent of the holders of the Bonds; acceleration of principal in the event of default; remedies and limitations of remedies; and the terms upon which Bonds may no longer be secured by the Resolution if sufficient moneys or specified securities are deposited with the Bond Trustee in trust for their payment. Copies of the Resolution (including any supplemental resolutions) may be inspected at the office of the Board of Electric Commissioners of the City and in the corporate trust office of the Bond Trustee. The Bonds of this series are subject to redemption prior to maturity as a whole or in part at any time in any order of maturity and amounts within maturities determined by the City and by lot within a maturity, at a redemption price equal to 100 percent of the principal amount but only to the extent of moneys in the Special Redemption Fund, together with interest to the date fixed for redemption. In the event this bond is called for redemption, notice shall be mailed not less than thirty (30) days prior to the redemption date, to the Registered Owner at the owner’s address as shown on the books of registry. If this bond is of a denomination in excess of $5,000, portions of the Principal Amount in the amount of $5,000 or any multiple of $5,000 may be redeemed. If less than all of the Principal Amount is to be redeemed, upon the surrender of this bond to the Bond Trustee there shall be issued to the Registered Owner hereof at the corporate trust office of the Bond Trustee, without charge, registered Bonds for the unredeemed balance of the Principal Amount. If this bond (or any portion) is duly called for redemption and notice is duly given, and if on or before the redemption date there are on deposit with the Bond Trustee or any paying agent for this bond sufficient funds to pay the redemption price and the interest on the principal amount redeemed to the date of redemption, this bond (or the portion to be redeemed) shall become due and payable upon the redemption date and interest shall cease to accrue from and after the redemption date on the principal amount to be redeemed. [In the event the Bonds of this series are issued to the Vermont Bond Bank, the denominations shall be such amount as set forth in the attached amortization schedule for payment of the Bonds.] Any notice of redemption may state that the redemption to be effected is conditioned upon the receipt by the Bond Trustee on or prior to the redemption date of moneys sufficient to pay the principal of and premium, if any, and interest on such Bonds to be redeemed and that if such moneys are not so received, such notice shall be of no force or effect and such Bonds shall not be required to be redeemed. In the event that such notice contains such a condition and moneys sufficient to pay the principal of and premium, if any and interest on such Bonds are not received by the Bond Trustee on or prior to the purported redemption date, the redemption shall not be -6- 10437763_3:12576-00046 Page 238 of 247 made, and the Bond Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. The Bonds of this series are issuable as fully registered bonds in denominations of $5,000 or any integral multiple in excess thereof. This Bond is transferable, subject to the limitations and upon the payment of the charges, if any, provided in the Resolution, at the corporate trust office of the Bond Trustee by the Registered Owner hereof in person or by the owner’s attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Trustee duly executed by the Registered Owner or the owner’s duly authorized attorney, and thereupon the City shall issue in the name of the transferee a new registered bond or bonds of the same aggregate principal amount and series, interest rate and maturity as the surrendered bond. This bond may also be exchanged, alone or with other Bonds of the same series, interest rate and maturity, at the corporate trust office of the Bond Trustee, for a new Bond or Bonds of the same aggregate principal amount, series, interest rate and maturity, without transfer to a new registered owner, subject to the limitations and upon the payment of the charges, if any, provided in the Resolution. The Bonds issued under the Resolution do not constitute an indebtedness of the City but are payable solely from and are equally and ratably secured by a pledge of the Revenues derived by the City from the ownership and operation of its Electric Plant. The terms and provisions of this Bond and definitions of certain terms used herein are continued on the reverse side hereof and such continued terms and provisions and definitions shall for all purposes have the same effect as though fully set forth at this place. This Bond shall not be valid unless the Certificate of Authentication hereon is signed by the Bond Trustee. CITY OF BURLINGTON, VERMONT By: Chief Administrative Officer (SEAL) -7- 10437763_3:12576-00046 Page 239 of 247  CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned in the Bond. ZIONS BANCORPORATION, NATIONAL ASSOCIATION, as Bond Trustee Date of Authentication: _______ ___, 2025 By: Authorized Signature For value received the undersigned sells, assigns and transfers this bond to (Name and Address of Assignee) Social Security or Other Identifying Number of Assignee and irrevocably appoints attorney-in-fact to transfer it on the books kept for registration of the bond, with full power of substitution. NOTE: The signature of this assignment must correspond with the name as written on the face of the bond without alteration or enlargement or other change. Dated: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signature -8- 10437763_3:12576-00046 Page 240 of 247  [STATEMENT OF INSURANCE] -9- 10437763_3:12576-00046 Page 241 of 247  Section 7 Disposition of Proceeds of 2025 Bonds From the proceeds derived from the sale of the 2025 Bonds, including accrued interest and original issue discount and net original issuance premium (if any), after payment of the underwriter’s discount and the bond insurance premium, if any, there shall be deposited: (a) an amount of such proceeds as set forth in the Series Certificate shall be deposited with the Bond Trustee to be invested and applied together with sums transferred from the Debt Service Fund and the Debt Service Reserve Fund for the current refunding of the 2014 Bonds; (b) an amount equal to the premium for any credit enhancement purchased for any or all of the 2025 Bonds, if applicable, shall be paid to the provider of such credit enhancement in immediately available funds, as set forth in the Series Certificate; (c) with the Bond Trustee, the balance of the proceeds estimated by the City to be required to pay the expenses of issue related to the 2025 Bonds. Any unused amount shall be transferred to the City and any remaining expenses of issue shall be paid by the City. Section 8 Debt Service Reserve Fund; Debt Service Fund None of the proceeds of the 2025 Bonds are to be deposited in the Debt Service Reserve Fund. The Debt Service Reserve Fund will be fully funded to the Debt Service Reserve Fund Requirement upon issuance of the 2025 Bonds. Section 9 Renewal and Replacement Fund The Renewal and Replacement Fund Requirement shall be maintained at $867,000. No proceeds of the 2025 Bonds are to be deposited in the Renewal and Replacement Fund. Section 10 Fuel Fund No provision is made by this Supplemental Resolution for deposits into the Fuel Fund. Section 11 Tax Exemption The City hereby covenants and agrees to take all lawful action necessary to ensure that interest on the 2025 Bonds will remain excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”) and to refrain from taking any action which would cause such interest to become includable in gross income under the Code. Without limiting the foregoing, to the extent required to maintain the exclusion of interest on the 2025 Bonds from gross income under the Code, the City will file any information report and pay any rebate due to the United States in connection with the issuance of the 2025 Bonds and will restrict yield on investments of the proceeds of the 2025 Bonds and of moneys held in funds -10- 10437763_3:12576-00046 Page 242 of 247 and accounts under the Resolution and allocable to the 2025 Bonds, all in accordance with the directions of Bond Counsel to the City which may be given from time to time. The City’s Chief Administrative Officer, Director of Finance, and each of the General Manager and Chief Financial Officer of the Burlington Electric Department are hereby authorized and directed to execute and deliver from time to time, on behalf of the City, such certificates, instruments and documents as shall be deemed necessary or advisable to evidence compliance by the City with the Internal Revenue Code and the applicable regulations of the United States Treasury promulgated under the Internal Revenue Code, with respect to the investment and use of the proceeds of the 2025 Bonds. Section 12 Official Statement To the extent applicable as determined by the Chief Administrative Officer or the General Manager of the Burlington Electric Department, the City hereby authorizes an Official Statement, to be completed with such insertions and with such modifications as the Chief Administrator or the General Manager of the Burlington Electric Department, upon the advice of counsel and bond counsel to the City, approves. To the extent applicable, the City hereby ratifies its approval of the Preliminary Official Statement relating to the 2025 Bonds, its authorization of the use of the Preliminary Official Statement by the initial purchasers of the 2025 Bonds and its deeming of the Preliminary Official Statement “final” for purposes of Rule 15c2-12 of the Securities Exchange Commission. Section 13 Continuing Disclosure The City hereby authorizes and approves a Continuing Disclosure Undertaking with respect to the 2025 Bonds, under which the City will be obligated to provide financial information, operating data and financial statements with respect to the City and the Burlington Electric Department, notice of certain events if material, and certain other notices, to nationally recognized municipal securities information repositories and others, all as described therein. Section 14 Certain Findings and Determinations The Board of Electric Commissioners hereby finds and determines as follows: (a) No bonds have heretofore been issued under the Resolution except (1) the $8,050,000 Electric System Revenue Bonds, 1981 Series A, dated November 1,1981, (2) the $55,950,000 Electric System Revenue Bonds, 1982 Series A, dated June 1, 1982, (3) the $71,095,000 Electric System Revenue Refunding Bonds, 1983 Series A, dated March 1, 1983, (4) the $70,765,000 Electric System Revenue Bonds, 1986 Series A, dated September 1, 1986, (5) the $35,285,000 Electric System Revenue Bonds, 1992 Series A, (6) the $5,615,000 Electric System Revenue Bonds, 1992 Series B (Taxable), (7) the $54,475,000 Electric System Revenue Refunding Bonds, 1996 Series A, (8) the $10,995,000 Electric System Revenue Refunding Bonds, 2001 Series A, (9) the $22,875,000 Electric System Revenue Refunding Bonds, 2002 Series A, (10) the $10,0000,000 Electric System Revenue Bonds, 2004 Series A, (11) the $8,775,000 Electric System Revenue Bonds, 2011 Series A dated October 13, 2011, (12) the $3,135,000 Electric System Revenue Bonds, 2011 Series B (Taxable), dated October 13, 2011, (13) the $12,000,000 Electric -11- 10437763_3:12576-00046 Page 243 of 247 System Revenue Bonds, 2014 Series A dated August 28, 2014, (14) the $5,820,000 Electric System Revenue Refunding Bonds, 2014 Series B dated August 28, 2014, (15) the $4,010,000 Electrical System Revenue Refunding Bonds, 2017 Series A dated December 20, 2017, (16) the $5,410,000 Taxable Electrical System Revenue Refunding Bonds, 2017 Series B dated December 20, 2017, and (17) the $18,045,000 Electric System Revenue Bonds, 2022 Series A (Net Zero Energy Projects) dated April 5, 2022. (b) other than the 2014 Series A Bonds and the 2022 Series A Bonds there are no outstanding bonds, notes or other evidences of indebtedness payable from and secured by a lien on or pledge or charge upon the Revenues pledged under the Resolution. Section 15 Consent to Supplemental Resolution No. 16 Each purchaser of a 2025 Bond and/or any future series of bonds issued under the Resolution by the initial purchaser(s) thereof shall be deemed to constitute consent to Supplemental Resolution No. 16, the amendment to the General Bond Resolution, and the terms and conditions contained therein. Section 16 Bond Insurance In the event that the Mayor, Chief Administrative Officer, and Electric Department’s General Manager determine that it is in the best interest of the City to obtain bond insurance for the 2025 Bonds, the Mayor, Chief Administrative Officer, and Electric Department’s General Manager may include provisions in the Series Certificates as may be reasonably required by the Bond Insurer providing the Bond Insurance Policy to insure the payment of principal and interest on the 2025 Bonds (or any maturity thereof). Section 17 Award of Bonds; Preliminary Official Statement and Official Statement; Further Action The City’s Mayor, Chief Administrative Officer, and Director of Finance, and the Electric Department’s General Manager, are, and each of them hereby is, authorized either singly or together: (a) to execute and deliver a loan application and a loan agreement with the Bond Bank, in such form as the signing officer shall approve; (b) if the 2025 Bonds are not issued to the Bond Bank, to execute and deliver the Bond Purchase Agreement submitted by the purchaser or underwriter of the 2025 Bonds, in form and substance satisfactory to the Chief Administrative Officer or Director of Finance of the City or the General Manager of the Electric Department, and hereby approved with such changes therein as the signing officer may approve, the execution thereof constituting conclusive evidence of the approval of the Board of such changes in accordance with this Supplemental Resolution; (c) if applicable, to prepare, make public and deliver to and authorize distribution by the underwriter of the 2025 Bonds to prospective purchasers and investors of a Preliminary Official Statement relating to the 2025 Bonds, as may be amended or supplemented as may be approved -12- 10437763_3:12576-00046 Page 244 of 247 by the Chief Administrative Officer, the Director of Finance, and the Electric Department’s General Manager. The City Council hereby authorizes the Chief Administrative Officer, the Director of Finance, or the Electric Department’s General Manager, acting singly, to deem such Preliminary Official Statement, as approved by the Chief Administrative Officer, the Director of Finance, or the Electric Department’s General Manager, final, as such term is used in Section (b)(1) of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”), except for the omission of certain information permitted by the Rule; (d) if applicable, to prepare, make public, execute and deliver to and authorize distribution by the underwriter of the 2025 Bonds copies of an Official Statement substantially in the form of the Preliminary Official Statement after the same has been completed by the insertion of the rates and other data with respect to the 2025 Bonds and by making such other changes or corrections as the signing officer or officers may approve, such officer’s or officers’ execution to be conclusive evidence of such approval; (e) if required in connection with the issuance of the 2025 Bonds, to execute and deliver a Continuing Disclosure Agreement, with such changes or corrections as the signing officers or officers may approve, such officer’s or officers’ execution to be conclusive evidence of such approval; (f) to enter into such agreements to obtain a Credit Facility to be credited to the Debt Service Reserve Fund in lieu of the deposit of moneys or in substitution of moneys previously deposited in the Debt Service Reserve Fund in accordance with the Resolution; and (g) to execute such other documents, enter into such covenants and take such other actions as are necessary or advisable to effect the issuance and delivery of the 2025 Bonds and the application of the proceeds thereof in accordance with the provisions of this Supplemental Resolution. To the extent applicable, the Preliminary Official Statement is hereby deemed final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”), except for the omission of information permitted to be omitted under the Rule. Consent is also hereby given to the use by the underwriter of the 2025 Bonds (if applicable) of the final Official Statement in connection with the sale of the 2025 Bonds and the distribution of copies to those who may become purchasers of the 2025 Bonds. Section 18 Delegation to Mayor, Chief Administrative Officer, and General Manager The City and the Board have determined that flexibility is required with respect to the offering and award of the 2025 Bonds in order to attain the lowest interest cost with respect to the 2025 Bonds. Accordingly, the City and the Board have decided to delegate certain authority relating to the sale and issuance of the 2025 Bonds to the City’s Mayor and Chief Administrative Officer and the Electric Department’s General Manager. To provide greater specificity regarding the scope of such delegation, the City hereby delegates to the Mayor, Chief Administrative Officer and Electric Department’s General Manager the power to do and carry out the following, subject to the limitations contained below: (a) To determine the aggregate principal amount of the 2025 Bonds, in an amount not to exceed the amount authorized under the section captioned, “Authorization” hereof, and to determine that the proceeds to be derived from the issuance of such -13- 10437763_3:12576-00046 Page 245 of 247  Bonds will be sufficient for the related purposes described in Section 7 of this Resolution; (b) To determine the maturities and maturity amounts of each Series of the 2025 Bonds and the dates for the payment of interest on the 2025 Bonds; (c) To determine which 2025 Bonds, if any, are to be designated as Serial Bonds and which 2025 Bonds, if any, are to be designated as Term Bonds, and to determine the sinking fund requirements for any such term Bonds; (d) To determine the interest rate or rates for the 2025 Bonds, subject to the limitations set forth in Section 1 hereof; (e) To determine the redemption provisions of the 2025 Bonds in accordance with the provisions of Section 4 hereof; (f) To determine the dated date of the 2025 Bonds; (g) To determine the date or dates of sale and issuance of the 2025 Bonds; (h) To determine whether the 2025 Bonds, or any portion thereof, shall benefit from the issuance of a insurance policy or other form of credit enhancement; (i) If a form of credit enhancement supports the payment of the principal of and interest on all or a portion of the 2025 Bonds, to accept provisions which are a condition precedent to the issuance of the form of credit enhancement to the extent such provisions are not inconsistent with the Bond Resolution; (j) If the 2025 Bonds are issued to the Bond Bank, to provide for direct payment of principal and interest to the Bond Bank as the holder of the 2025 Bonds; (k) To designate additional Authorized Officers of the City under the Resolution; and (l) To determine such other provisions of the 2025 Bonds as the Chief Administrative Officer or the Director of Finance shall deem to be in the best interest of the City. The Mayor or Chief Administrative Officer for the City, and the General Manager for the Electric Department shall execute a Series Certificate evidencing determinations or other actions taken pursuant to the authority granted hereby, and such Certificate shall be conclusive evidence of the action or determination of the Mayor, Chief Administrative Officer, and Electric Department’s General Manager as stated therein. -14- 10437763_3:12576-00046 Page 246 of 247  Board of Finance and City Council Submission Checklist Version: April 2025 Department: Burlington Electric Dept Submitter: Emily Stebbins-Wheelock Refunding of 2014 Series A Electric System Revenue Bonds and Authorization to Reimburse Capital Projects Related to Net Zero Energy & Title/Subject: Grid Reliability Revenue Bond Approval Requested: Meeting Date: ☐ Board of Finance Click or tap to enter a date. ☐ City Council Click or tap to enter a date. ☒ Both BOF and Council 6/16/2025 Instructions 1. This form must be completed by the person submitting the materials. 2. This form must be sent with the final submission of materials in advance of the meeting. 3. Do not indicate that a sign-off was received until it has actually been obtained. 4. Commission reports and presentations do not need to be reviewed by the CAO or Attorneys. 5. Name the reviewing Attorney or HR Manager in the Note column. Signoff Needed Received? Approval Date Note Department Head Yes 6/9/2025 Darren Springer Mayor’s Office Yes 6/10/2025 Erin Jacobsen Board/Commission Yes 6/11/2025 On 6/11/25 meeting agenda City Attorney’s Office for memo and Yes 6/11/2025 Jessica Brown contracts or legal documents City Attorney’s Office for memo and Yes 6/11/2025 Jessica Brown/bond counsel motion(s) or resolution(s) CAO for budget, financing, and memo Yes 6/9/2025 Katherine Schad Human Resources, if personnel action N/A Click or tap to Click or tap here to enter text. or policy enter a date. CIO, if IT-related N/A Click or tap to Click or tap here to enter text. enter a date. Page 247 of 247