License Committee

City Council - License Committee Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Join from PC, Mac, iPad, or Android: https://zoom.us/j/96164086065 Phone one-tap: +16469313860,,96164086065# US Join via audio: +1 646 931 3860 US Webinar ID: 961 6408 6065 International numbers available: https://zoom.us/u/adYxXAwfF9 1. Agenda Subject 1.1. Motion to adopt agenda Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 1. Agenda Department Council and Board Type Action Procedural Recommended Action Motion to adopr agenda 2. Consent Agenda Subject 2.1. Motion to adopt the consent agenda and take the actions indicated Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Consent Agenda Department Council and Board Page 1 of 57 Type Action (Consent) Procedural Recommended Action Motion to adopt the consent agenda and take the actions indicated Subject 2.2. Communication: BPD, re: 03/10/25, 9:30 am - 12:00 pm, March - Tibetan Association of Vermont, begins at City Hall and ends at City Hall Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Consent Agenda Department Police Department Type Action (Consent) Communication Information Recommended Action waive the reading, accept the communication and place it on file Subject 2.3. Communication: BPD, re: Saturday, April 19, 2025, 6:00 pm - 9:30 pm, Block Party, Hickok Place - between North Union Street and Converse Court Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Consent Agenda Department Police Department Type Action (Consent) Communication Information Recommended Action waive the reading, accept the communication and place it on file Subject 2.4. Communication: BPD, re: July 12, 2025, 12:00 pm - 3:00 pm, Parade- MadFreedon Advocates, Inc., begins at Hood Plant and ends at Battery Park Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Consent Agenda Department Police Department Type Action (Consent) Communication Information Recommended Action waive the reading, accept the communication and place it on file Subject 2.5. Tobacco and Tobacco Substitute Endorsement License Renewals (2025- 2026): see attached list Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Page 2 of 57  Category 2. Consent Agenda Department Clerk/Treasurer's Office Type Action (Consent) Recommended Action approve the 2025-2026 Tobacco and Tobacco Substitute Endorsement License Renewals as listed Subject 2.6. Indoor and Outdoor Entertainment Permit Renewals (2025-2026): see attached list Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Consent Agenda Department Clerk/Treasurer's Office Type Action (Consent) Recommended Action approve the 2025-2026 Indoor and Outdoor Entertainment Permit Renewals as listed with all standard conditions 3. Deliberative Agenda Subject 3.1. Tobacco and Tobacco Substitute Endorsement Applications (2025-2026): JRY Burlington Store Corporation, d/b/a The Shopping Bag, 166 North Street Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Deliberative Agenda Department Clerk/Treasurer's Office Type Action Recommended Action approve the 2025-2026 Tobacco and Tobacco Substitute Endorsement Applications for JRY Burlington Store Corporation, d/b/a The Shopping Bag, 166 North Street Subject 3.2. CityPlace Burlington - Third Amendment to License Agreement and Encumbrance Permit - Bank and Cherry Street Right-of-Way - DPW Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Deliberative Agenda Department Public Works Department Type Action Recommended Action to approve and recommend that the City Council approve the Third Amendment to the Construction Encumbrance License Agreement between the City and CityPlace Partners, dated October 2022, requesting to extend the term date to expire June 1, 2027, and to further recommend that the City Council authorize the Mayor to enter into a Third Page 3 of 57  Amendment of the License Agreement with the Applicant for use of the right-of-way outlined in Attachment F, subject to review by the City Attorney’s Office Subject 3.3. Department of Public Works - 266 College Street - Encumbrance Permit Request - DPW Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Deliberative Agenda Department Public Works Department Type Action Recommended Action to approve and recommend that the City Council approve the Encumbrance Application for the parking lot located off S. Union Street, and the public sidewalk and parking stall located on the south side of South Union Street directly to the adjacent of 266 College Street for construction activities and equipment staging, and to further recommend that the City Council authorize the Mayor to enter into a license agreement with the Applicant for use of the portion of the right-of-way outlined in the Application, subject to review by the City Attorney’s Office 4. Adjournment Subject 4.1. Motion to adjourn Meeting March 19, 2025 - City Council License Committee Meeting - Wednesday, March 19, 2025, 5:45 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 4. Adjournment Department Council and Board Type Action Procedural Recommended Action Motion to adjourn Page 4 of 57 Page 5 of 57 Page 6 of 57 Page 7 of 57  2025-2026 Tobacco License and Tobacco Substitute Endorsement Renewals City Council License Committee Meeting, Wednesday, March 19, 2025 Tobacco: Bessery’s Quality Market B2: 103 Shelburne Road Champlain Farms: 219 Main Street Champlain Farms: 328 North Avenue Champlain Farms: 315 Shelburne Road Dot’s Market Downtown Quick Stop Float On Momo’s Market NJ Beverages Northern Lights Simon’s Store – Park Street The Shopping Bag Walgreens Tobacco Substitute Endorsements: B2: 103 Shelburne Road Champlain Farms: 219 Main Street Champlain Farms: 328 North Avenue Champlain Farms: 315 Shelburne Road Dot’s Market Downtown Quick Stop Float On NJ Beverages Simon’s Store – Park Street The Shopping Bag Page 8 of 57  2025-2026 Indoor/Outdoor Entertainment License Renewals City Council License Committee Meeting, Wednesday, March 19, 2025 Indoor Entertainment License: Foam Brewers & Deep City Hilton Garden Inn Burlington Downtown Hotel Champlain Burlington, Curio Collection by Hilton JP'S Pub Olde Northender Pub Rasputin's Red Square Ri Ra Vermont LLC Simple Roots Brewing Splash at the Boathouse T. Rugg's Tavern Tank Studio, INC (Tank Recording Studio) The Friendly Toast The Wallflower Collective Three Needs Vermont Comedy Club Vermont Pub & Brewery Zero Gravity Beer Hall Outdoor Entertainment License: Beach House Foam Brewers & Deep City Halvorson's inc. Hotel Champlain Burlington, Curio Collection by Hilton Huskies Kaptial, LLC dba Vermont Lake Monsters Red Square Ri Ra Vermont LLC Shanty on the Shore Splash at the Boathouse Spot on the Dock The Gryphon, LLC Vermont Pub & Brewery Zero Gravity Beer Hall Page 9 of 57 Page 10 of 57 Page 11 of 57 Page 12 of 57 Page 13 of 57  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: License Committee/City Council FROM: Caleb Manna, Associate Public Works Engineer, Department of Public Works DATE: March 19th, 2025 CC: Chapin Spencer, Director of Public Works. Laura Wheelock, P.E.; Sr. Public Works Engineer RE: CityPlace Burlington – Third Amendment to License Agreement and Encumbrance Permit - Bank and Cherry Street Right-of-Way Request The applicant, CityPlace Partners, is requesting approval to extend the term date on the Second Amendment to the Agreement between CityPlace Partners (CPP) and the City of Burlington (City) Regarding Construction Encumbrance License Agreement. The current term date on second amendment to the agreement is set to expire on April 1, 2025. As stated in Burlington Code of Ordinance Chapter 27-32(a): “No permit as required by Section 27-31 shall be for longer than sixty (60) days, except as authorized by the city council.” Overview To facilitate the initial phase of construction on CityPlace Burlington, The Department of Public Works issued Encumbrance Permit REN 22-66 and REN 22-65 in October of 2022 following City Council approval for long term occupancy of the Bank and Cherry Street right-of-way to begin the construction on the project. DPW issued Encumbrance Permit REN 23-1 on February 14, 2023 to S.D. Ireland, representing CityPlace Partners, requesting to occupy an additional 2,850 sq. ft. of public right-of-way space on Cherry Street. The request proposed to eliminated twelve (12) parking spaces on the South side of Cherry Street, and, at the request of DPW, remove three (3) metered parking spaces on the North side of 133 Bank Street to enhance public transportation safety, and allow more space for local delivery access. Following approval of this request in spring of 2023, CPP decided against use of the metered parking stall on the South side of Cherry St, as previously requested and approved. As such, metered parking on Cherry St. has remained publicly available throughout the duration of this project in effort to make right of way space available. Page 14 of 57 RE: CityPlace Burlington March 19th, 2025 Page | 2 of 3 The project is now at a point where construction on the North Tower for CityPlace will require use of the 12 metered parking spaces on the South side of Cherry Street previously approved under the First Amendment to the agreement. The spaces will be used to help construct the exterior siding, windows, balconies, and streetscape features, as well as provide additional public pro- tection from construction activities. In recent discussions between CityPlace Partners and DPW, the applicant has indicated that right- of-way occupation on Bank Street is scheduled to end in May of 2025. Bank Street will be returned to a two-way travel condition approved under Bank Street Greats Streets being concurrently constructed as the South Tower of CityPlace comes online in the spring of 2025. Under the Third Amendment to the agreement, with a term date of April 1, 2025 to June 1 2027, the occupation of Bank Street ceases in May, and the occupation of Cherry Street expands to include the metered parking stall on the south side of roadway between Pine Street and St. Paul Street. Recommendation The Department of Public Works is supportive of entering into a Third Amendment to the License Agreement between the applicant and the City, to extend the expiration of the term date 6/1/2027. No further changes to the Agreement are anticipated at this time. Thank you for consideration of this request, please do not hesitate to contact me directly at CManna@burlingtonvt.gov or 802-865-7562. Attachment A. Encumbrance Permit Application B. DPW Recommendation Form C. Third Amendment to Agreement between CPP and City D. Second Amendment to Agreement between CPP and City E. First Amendment to Agreement between CPP and City F. Agreement between CPP and City G. Site Plan H. Certificate of Insurance Motions: License Committee: “To approve and recommend that the City Council approve the Third Amendment to the Construction Encumbrance License Agreement between the City and CityPlace Partners, dated October 2022, requesting to extend the term date to expire June 1, 2027, and to further recommend that the City Council authorize the Mayor to enter into a Third Amendment of the License Agreement with the Applicant for use of the right-of-way outlined in Attachment F, subject to review by the City Attorney’s Office.” 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 15 of 57 RE: CityPlace Burlington March 19th, 2025 Page | 3 of 3 City Council: “To approve and authorize the Second Amendment to the Construction Encumbrance License Agreement between the City and CityPlace Partners, dated October 2022, requesting to extend the term date to expire June 1, 2027, and to further recommend that the City Council authorize the Mayor to enter into a Third Amendment of the License Agreement with the Applicant for use of the right-of-way outlined in Attachment F, subject to review by the City Attorney’s Office.” 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 16 of 57 Attachment A Page 17 of 57 Page 18 of 57 Page 19 of 57 Attachment-B DEPARTMENT OF PUBLIC WORKS 645 PINE STREET BURLINGTON, VT 05401 Voice: (802) 863-9094 Ext 3 Fax: (802) 863-0466 Email: dpwpinecustomerservice@burlingtonvt.gov DPW ENCUMBRANCE RECOMMENDATION FORM 3/1/2025 DBA NAME: DATE: CityPlace Partners 802-316-6452 COMPANY NAME: PHONE: Dave Farrington dave@btvspaces.com CONTACT NAME: EMAIL: 110 Main St. Suite 2B, Burlington, VT MAILING ADDRESS: 75 Cherry Street LOCATION OF ENCUMBRANCE: FOR LONG-TERM ENCUMBRANCE, TABLE AND CHAIR ENCUMBRANCE, AND CONSTRUCTION ENCUMBRANCE 1. All encumbrances should be located on private property, if possible. In the opinion of the Excavation Inspector, is there an available alternative location for the requested encumbrance on private property? YES [ ] NO [ ] 2. Will there be sufficient width for plows, pedestrian access, and ADA requirements if the proposed encumbrance is added to the sidewalk/roadway/greenbelt? YES [ ] NO [ ] 3. Additional Comments: Pedestrian detour to Northern sidewalk on Cherry St. Install temporary pedestrian crosswalk as shown in Ex-G 4. Has this business remained in compliance to date (RENEWALS ONLY)? YES [ ] NO [ ] 5. Describe the encumbrance, including square footage and location of items: North side of Bank Street to reopen in May 2025. South side of Cherry Street metered parking and sidewalk to be obstructed until June 2027. BELOW THIS LINE – DEPARTMENT OF PUBLIC WORKS OFFICE USE ONLY Approved: Yes [ ] No [ ] If no, reason: Caleb Manna 3/1/2025 Signature: Date: Page 20 of 57 Attachment-C THIRD AMENDMENT TO CONSTRUCTION ENCUMBRANCE LICENSE AGREEMENT This Third Amendment to Construction Encumbrance License Agreement (this “Third Amendment”) is entered on March__, 2025 (the “Third Amendment Effective Date”), between the City of Burlington, a Vermont municipal corporation (the “City”), and City Place Partners, LLC, a Vermont Limited Liability Company (“CPP”), with respect to the following facts: A. On or about October 31, 2022, the parties entered a Construction Encumbrance License Agreement (the “Agreement”), which granted CPP a license to use certain portions of City-owned right of way in connection with construction of that certain development known as City Place Burlington. B. On or about March 13th, 2023, the parties entered a first amendment to the Agreement (the “First Amendment”), which generally expanded the license area, modified a definition, and extended the term of the Agreement until April 1, 2024. C. On or about April 2, 2024, the parties entered a second amendment to the Agreement (the “Second Amendment), to extend the term of the Agreement to April 1, 2025, adjust the total occupied square feet of right-of-way space on Cherry Street to include twelve (12) metered parking stalls, and to increase insurance requirements under the Agreement known as the second amendment of the original a Construction Encumbrance License Agreement established on October 31, 2022. D. By this Third Amendment, the parties now desire to extend the term of the Agreement until June 1st 2027 and utilize the Cherry Street parking stall that is adjacent to the City Place build lot on the south side of Cherry Street, which includes twelve (12) metered parking spots and will cover 7800 sq. ft. as approved NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. The term of the Agreement as set forth in Section 2.B of the Agreement is hereby extended until April 1, 2027. 2. The total area of occupied right-of-way space on Bank and Cherry Street is amended to 15,704 sq. ft, with 7,904 sq. ft. permitted on Bank Street, and 7,800 sq. ft. on Cherry Street that will include metered parking stalls as shown in “Attachment -G, Site Plan”. Page 21 of 57 3. From the Effective Date, the grant of license set forth in Section 4 of the Agreement shall be deemed to include the Additional License Area. 4. Except as otherwise set forth herein, the Agreement as amended by the First Amendment and Second Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the Third Amendment Effective Date. CITY CPP By: ___________________________ By: ___________________________ ____________________, Mayor David C. Farrington, Member Page 22 of 57 Attachment-D 04/02/2024 Page 23 of 57 Attachment-E FIRST AMENDMENT TO THE AGREEMENT BETWEEN CITYPLACE PARTNERS AND THE CITY OF BURLINGTON REGARDING CONSTRUCTION ENCUMBRANCE LICENSE AGREEMENT A First Amendment to the Agreement between CityPlace Partners and The City of Burlington regarding Construction Encumbrance License Agreement (the “First Amendment”) is made and entered into as of the 13th day of March, 2023 by and between the City of Burlington, a Vermont municipal corporation (“City”), and CityPlace Partners (“Licensee”) (collectively, “the parties”). Background A. The parties entered into that certain agreement, dated as of 10/31/2022 (the “Agreement”) in order to occupy a portion of City right-of-way on Bank and Cherry Street with construction and barrier fencing. According to Licensee’s application, it will cover a 12,854 square foot area of the public sidewalk and parking stall, with 7,904 sq. ft. on the North side of Bank Street between Pine and St. Paul Street, and 4,950 sq. ft. on the South side of Cherry Street, between St. Paul and Pine Street. B. The parties agreed to grant to Licensee a license to maintain barricade fencing and concrete block retaining walls extending into the public right-of-way adjacent to 75 Cherry Street, on the North side of Bank Street and the South side of Cherry, covering a total area of 12,854 sq. ft. for the term set to expire on June 1, 2023. Licensee may use and maintain the occupied portion of the sidewalk and parking stall existing in the City’s right-of-way. C. The parties desire to enter into this First Amendment in order to: 1) Include the removal of three metered on street parking spaces on Bank Street; and amend the total area of encumbrance on Cherry Street from 4,950 square feet to 7,800 square feet, to include the removal of 12 metered on street parking spaces on the South side of Cherry Street between Pine Street and the Downtown Transit Center, and 2) Extend the expiration date of this agreement to expire on April 1, 2024. NOW THEREFORE, in consideration of the Background described above and other good and valuable consideration, IT IS AGREED by and between the City and CityPlace Partners as follows: Page 1 of 3 Page 24 of 57 1. In Section 1 (Recitals), paragraph C (Background) the original text shall be revised as follows, with deletions indicated by strikethroughs and additions indicated by underlines: The City owns property, including the street and sidewalk right-of-way adjacent to the property located 75 Cherry Street and 130 Bank Street. Licensee has submitted a construction encumbrance application seeking occupation of City right-of-way on Bank and Cherry Street with construction and barrier fencing. According to Licensee’s application, it will cover a 12,854 square foot area of the public sidewalk and parking stall, with 7,904 sq. ft. on the North side of Bank Street between Pine and St. Paul Street, and 4,950 sq. ft. 7,800 sq. ft. on the South side of Cherry Street, between St. Paul and Pine Street. 2. In Section 2 (Effective Date and Term), paragraph B (Term), the original text shall be revised as follows, with deletions indicated by strikethroughs and additions indicated by underlines: This Agreement shall commence on the Effective Date and expire on June 1, 2023. April 1, 2024. 3. In Section 3 (Definitions) paragraph B (Encumbrance fee) the original text shall be revised as follows, with deletions indicated by strikethroughs and additions indicated by underlines: “Encumbrance Fee” means the sum of the encumbrance application fee, maximum daily meter rate fee, and the square foot use fee annually set by the City. 4. In Section 4 (Grant of License) the original text shall be revised as follows, with deletions indicated by strikethroughs and additions indicated by underlines: The City hereby grants to Licensee a license to maintain barricade fencing and concrete block retaining walls extending into the public right-of-way adjacent to 75 Cherry Street, on the North side of Bank Street and the South side of Cherry, covering a total area of 12,854 sq. ft. 15,704 sq. ft. for the term set forth in §2.B of this Agreement. Licensee may use and maintain the occupied portion of the sidewalk and parking stall existing in the City’s right-of-way and must be Page 2 of 3 Page 25 of 57 DAVID C FARRINGTON JR Page 26 of 57 Attachment-F CONSTRUCTION ENCUMBRANCE LICENSE AGREEMENT CityPlace Partners, LLC 110 Main Street, Burlington, VT This Construction Encumbrance License Agreement (“Agreement”) is made by and between the City of Burlington, a municipal corporation organized and validly existing under the laws of the State of Vermont (“City”), and CityPlace Partners, LLC, a Domestic Limited Liability Company with a principal place of business at 110 Main Street, Suite 2b, Burlington, VT (“Licensee”). The City and Licensee agree to the terms and conditions of this Agreement. 1. RECITALS A. Authority. Authority to enter into this Agreement exists in the City Charter and Burlington City Ordinance 27-32. Required approvals, clearance, and coordination have been accomplished from and within each Party. B. Consideration. The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Agreement. C. Background. The City owns property, including the street and sidewalk right-of-way adjacent to the property located 75 Cherry Street and 130 Bank Street. Licensee has submitted a construction encumbrance application seeking occupation of City right-of-way on Bank and Cherry Street with construction and barrier fencing. According to Licensee’s application, it will cover a 12,854 square foot area of the public sidewalk and parking stall, with 7,904 sq. ft. on the North side of Bank Street between Pine and St. Paul Street, and 4,950 sq. ft. on the South side of Cherry Street, between St. Paul and Pine Street. D. Purpose. This Agreement sets forth the terms and conditions for the requested use of the public right-of way. 2. EFFECTIVE DATE AND TERM A. Effective Date. This Agreement shall not be valid or enforceable until the Effective Date. The City shall not be bound by any provision of this Agreement before the Effective Date and shall have no obligation for any performance before the Effective Date or after the expiration or termination of this Agreement. B. Term. This Agreement shall commence on the Effective Date and expire on June 1, 2023. C. Termination. This Agreement may be terminated as set forth in this §2.C. Upon termination, Licensee shall remove—at its own expense—all objects, materials, and other obstructions placed on the Premises. If Licensee refuses to promptly remove such obstructions, the City may remove all such obstructions and the Licensee shall be liable for all expenses of such removal. i. Discontinued Use. The City shall have the exclusive right to immediately terminate this Agreement should Licensee or a subsequent owner discontinue use of the premise. ii. Termination for Convenience. At any time prior to completion of services specified under this Agreement, the City may terminate the Agreement for any reason by submitting written notice via certified or registered mail to the Licensee, not less than fifteen (15) days prior to the termination date, of its intention to do so. The Licensee shall make no claim against the City by reason of such termination. Page 1 of 7 Page 27 of 57  iii. Breach. The City shall have the exclusive right to terminate this Agreement if Licensee is in breach of this Agreement. The City shall provide 7 days written notice in advance of the termination date. 3. DEFINITIONS A. “Effective Date” means the date on which this Agreement is approved and signed by the City as shown on the signature page of this Agreement. B. “Encumbrance Fee” means the sum of the encumbrance application fee and the square foot use fee annually set by the City. C. “Party” means the City or Licensee and “Parties” means both the City and Licensee. D. “Premises” means the street and sidewalk right-of-way on the North Side of Bank Street between Pine Street and St. Paul Street, and the South Side of Cherry Street between Pine Street and the Downtown Transit Center. E. “Property” means the commercial building lot located at 75 Cherry Street in Burlington, Vermont, inclusive of the barricade fencing that is the subject of this Agreement. 4. GRANT OF LICENSE The City hereby grants to Licensee a license to maintain barricade fencing and concrete block retaining walls extending into the public right-of-way adjacent to 75 Cherry Street, on the North side of Bank Street and the South side of Cherry, covering a total area of 12,854 sq. ft. for the term set forth in §2.B of this Agreement. Licensee may use and maintain the occupied portion of the sidewalk and parking stall existing in the City’s right-of-way and must be maintained and placed exactly as described in the plan approved by the Department of Public Works, which is attached hereto as Attachment C. 5. LICENSE CONDITIONS The Premises shall be maintained in accordance with all conditions set by DPW. Such conditions shall include the following enumerated conditions, but may also be supplemented by DPW upon reasonable notice in the event DPW determines that the public safety, health and or welfare require such supplemental conditions: A. CityPlace Partners shall take all reasonable precautions to protect the public from potential hazards resulting and emanating from the Premises due to activities related to the uses for which this encumbrance is permitted. B. CityPlace Partners shall control the dust and dirt and other debris on the encumbered area and adjoining areas, including picking up and sweeping such dust, dirt and debris. CityPlace Partners shall submit a dust control and street sweeping plan to DPW’s excavation inspector detailing the activities it shall take to control such dust, dirt and debris. CityPlace Partners shall take all additional reasonable activities requested by DPW to control such dust, dirt and debris. CityPlace Partners shall maintain all construction barriers and keep them in good, working condition. All costs associated with the maintenance and upkeep of construction barriers are solely the responsibility of CityPlace Partners. Page 2 of 7 Page 28 of 57  C. CityPlace Partners shall not allow obstructions and interferences in the lines of sight on the Premises or the adjacent construction site. D. CityPlace Partners shall institute and properly maintain a traffic control plan for all types of vehicles and for pedestrians such that said vehicles and pedestrians are protected from hazards and dangers emanating from the Premises and the associated construction site and related construction activities. CityPlace Partners shall erect proper signage to redirect pedestrians safely from the Premises. CityPlace Partners shall submit a traffic control plan for pedestrians, including a plan for signage, to DPW’s excavation inspector detailing the activities it shall take to control such pedestrian traffic. CityPlace Partners shall take all additional reasonable activities requested by DPW to control such pedestrian traffic. CityPlace Partners shall submit a traffic control plan for vehicles, including a plan for signage, to DPW’s excavation inspector detailing the activities it shall take to control such vehicular traffic. CityPlace Partners shall take all additional reasonable activities requested by DPW to control such vehicular traffic or pedestrian traffic to provide collaboration or cooperation with adjacent projects. DPW reserves the right to request modifications and alterations to the vehicular or pedestrian traffic control to ensure public safety throughout the duration of the project, with all costs borne by CityPlace Partners to implement those changes. E. CityPlace Partners shall protect all the utilities located on, about, adjoining, and adjacent to the Premises and shall protect all utilities regardless of their proximity to the Premises from all manner of harm and damage caused by activities conducted on or about or in connection with CityPlace Partners use of the Premises. CityPlace Partners shall submit a utility protection plan to DPW’s excavation inspector detailing the activities it shall take to protect such utilities. CityPlace Partners shall take all additional reasonable activities requested by DPW to protect such utilities. F. CityPlace Partners shall not maintain or store any toxic or hazardous waste materials or contaminants upon the Premises. CityPlace Partners shall defend, indemnify and save the City harmless from any claims, causes of action, penalties, fines or other assessments, or the expense and cost of cleanup arising out of or in connection with said hazardous or toxic materials or contaminants upon said premises caused by CityPlace Partners. G. CityPlace Partners shall be responsible for removing, hauling and properly disposing any accumulated snow or ice on the Premises, or adjacent to any construction fences or barriers that cannot be removed by the CITY’s conventional means or methods. H. If CityPlace Partners fails to complete the planned public improvements for restoration of encumbered city right of way, licensee shall be responsible for all associated costs in restoring the street and sidewalk to conditions approved by the Department of Public Works. 6. PAYMENT FOR LICENSE A. License Fee. Licensee shall pay the City a license fee equal to the applicable Encumbrance Fee, as described in Attachment A. B. Initial License Fee. By signing this Agreement, the Parties acknowledge that Licensee has paid the City the licensee fee for the fee period ending June 1, 2023. 7. INSURANCE A. Requirement. Licensee shall maintain in effect throughout the term of this Agreement, and any Page 3 of 7 Page 29 of 57  subsequent renewals, comprehensive public liability insurance with an A rated insurance carrier, or better, qualified to transact business in the State of Vermont, insuring against all legal liability for injuries or damages suffered as a result of the exercise of rights granted pursuant to this Agreement in an amount not less than $1,000,000 each occurrence. The City shall be named as an additional insured on such insurance policy. B. Evidence. Prior to execution of this Agreement, Licensee shall furnish the City with a certificate of insurance and endorsement that shall include the provision that the City is named as an additional insured. Licensee shall also furnish the City with an endorsement indicating that Licensee shall be given 15 days’ written notification prior to cancellation of such insurance for nonpayment of premium and 45 days’ written notice for any other reason. Licensee shall take all reasonable efforts to acquire an endorsement providing the City with 10 days’ written notification prior to cancellation of such insurance for nonpayment of premium and 30 days’ written notification for any other reason. If such endorsement is not reasonably available then Licensee shall provide the City with notification of any impending cancellations within three days after receipt of such notice from its insurance carrier. The current certificate of insurance and applicable endorsements are attached to this Agreement as Attachment D. C. Continuing Obligation. Licensee shall provide the City with an updated certificate of insurance and applicable endorsements annually on or before the certificate’s stated expiration. It is the responsibility of Licensee to ensure that a current certificate of insurance is on file with the City at all times. 8. INDEMNIFICATION The Licensee shall indemnify, defend, and hold harmless the City and its officers and employees from liability and any claims, suits, expenses, losses, judgments, and damages arising as a result of the Licensee’s acts and/or omissions, and the acts and/or omissions of Licensee’s contractors and subcontractors under this Agreement. If the City, its officers, agents, or employees are notified of any claims asserted against it to which this indemnification provision may apply, the City shall immediately thereafter notify the Licensee in writing that a claim to which the indemnification provision may apply has been filed. Licensee shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The City retains the right to participate, at its own expense, in the defense of any claim, and to approve all proposed settlements of clams to which this provision applies. Under no conditions shall the City be obligated to indemnify the Licensee or any third party, nor shall the City be otherwise liable for expenses or reimbursement including attorney’s fees, collection costs, or other costs of the Licensee or any third party. 9. RESPONSIBILITY FOR SUPERVISION: The Licensee shall assume primary responsibility for general supervision of its contractors and any subcontractors for all work performed under the Agreement and shall be solely responsible for all procedures, methods, and work performed under the Agreement. The Licensee shall be responsible to the City for all acts or omissions of its contractors and subcontractors and any other person performing work under this Agreement. 10. PUBLIC RELATIONS: Throughout the performance of the work, the Licensee will endeavor to maintain good relations with the public and any affected property owners. Personnel employed by or representing the Licensee shall conduct themselves with propriety. Page 4 of 7 Page 30 of 57 11. PERMITS Licensee shall be responsible for obtaining all necessary City and/or State permits prior to placement, repair, or reconstruction. 12. NUISANCES PROHIBITED Licensee shall not—during the term of this Agreement—on or in the Premises, maintain, commit, or permit the maintenance or commission of any nuisance or violation of any applicable City ordinance, State or Federal statute, or controlling law, regulation, or condition imposed whether existing at the time of commencement of this Agreement or enacted, amended, or otherwise put into effect during the term of this Agreement. 13. INSPECTION OF WORK: The City shall, at all times, have access to the Premises for the purposes of inspection and the Licensee shall provide whatever access is considered necessary to accomplish such inspections. At any time, the Licensee shall permit the City or representative for the City the opportunity to inspect any plans, drawings, estimates, specifications, or other materials prepared or undertaken by the Licensee. 14. ASSIGNMENT OF RIGHTS If Licensee sells the Property, Licensee may temporarily assign the rights granted herein to the new owner of the Property for a period of 60 days after closing. Any subsequent owner of the Property shall execute a new agreement with the City and provide proof of insurance within the 60 day period. Failure to comply with this §11 shall constitute a discontinued use under §2.C.i of this Agreement. 15. LIMITATION OF RIGHTS Licensee acknowledges that no property or other right is created other than that specifically defined and limited by this Agreement. 16. WAIVER The City’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver. Waiver by the City may only occur through an expressed written waiver signed by an authorized representative of the City. No waiver of a breach of any of the covenants, agreements, or provisions contained in this Agreement shall be construed to be a waiver of any subsequent breach of the same or of any other provision in this Agreement. 17. ENTIRE AGREEMENT This Agreement contains the entire understanding of the Parties with respect to the subject matter of this Agreement. All prior representations and understandings related to Licensee’s use of the City’s right-of-way, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. 18. MODIFICATION Modifications to this Agreement shall only be valid if agreed to in a formal written amendment to this Agreement, properly executed and approved by the Parties. Page 5 of 7 Page 31 of 57 19. THIRD PARTY BENEFICIARIES This Agreement does not confer any rights or remedies upon any person or entity other the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement and do not create any right for such third parties. 20. ATTACHMENTS The following attachments adopted, incorporated by reference, and made part of this Agreement: A. Attachment A: Licensee’s Application B. Attachment B: Department of Public Works Encumbrance Recommendation Form C. Attachment C: Photographs and Sketches of Encroachment D. Attachment D: Certificate of Insurance 21. ORDER OF PRECEDENT This Agreement shall control the relationship of the Parties over any conflicting attachment. — Signature Page Follows — Page 6 of 7 Page 32 of 57 Page 33 of 57  Provided by 193 Industrial Ave, Williston, VT 05495 Phone: (802) 658-0201 City Existing Retain Parking on PO Box 2286, South Burlington, VT 05407 www.SDIreland.com North Side of Street A Stop Bar 8' Existing Parking New ADA Compliant Crosswalk Stop Bar 12' Travel Lane (2) 10' Gates New ADA Access Ramp 12' Travel Lane Cherry Street Gate A Gate Phase 1 Encumbrance Provided by City SDI to Notify Telecom Companies SDI to Notify Fire Department of Hydrant of Manhole Vocations Behind Barriers Locations Behind Barriers and Provide and Provide Them with Aget Codes/Keys them with Gate Codes/Keys W11-2 Crosswalk Line of Barriers and fence w/ Screening Provide No Parking Construction Sign Signs on Screen Fence Access Attachment -G Encumbrance Parking Two-Way Traffic 11'-0" 8'-0" 32'-0" Renew As-Is on a Cherry Street Section A-A Month-By-Month Basis As Needed (6) Parking Spots (5) Parking Spots n Constructio Phase 1 Encumbrance Access Loading Zone Line of Fence w/ Screening Gate Gate Gate 9' (14) Parking Spots Bank Street 12' Travel Lane Loading and Turnout Zone IA Approval Stamp: The Undersigned has reviewed this drawing and is returning it to S.D. Ireland with the following approval for fabrication & shipment; St Paul Street Approved Pine Street Approved as Noted Approved as Noted (Resubmit for Record) Revise and Resubmit By: Date: (Signature) By: (Please Print) Company: * Please note that revisions may affect pricing and lead times. Rev. Date By Description 1 10/11/22 MW/IA Rev per Comments 2 01/15/25 LM/IA Notes and Section Added Project Name: City Place Burlington Project Burlington,VT City Place Phase 1 Encumbrance Location: Drawing Title: Ph 1 Traffic Control Plan Traffic and Pedestrian Control Plan Job #: Date: 02/14/23 Scale: Page: N.T.S. 1 of 1 Page 34 of 57 Attachment-H Page 35 of 57 Page 36 of 57  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: License Committee/City Council FROM: Caleb Manna, Associate Public Works Engineer, Department of Public Works DATE: March 19, 2025 CC: Chapin Spencer, Director of Public Works. Laura Wheelock, P.E.; Division Director, City Engineer Peter Procaccio, P.E., Sr Public Works Engineer. Jackie Esperti, Public Works Traffic Division, Manager RE: Department of Public Works –266 College Street– Encumbrance Permit Request Request The applicant, ReArch Companies Inc., is requesting approval from the Licensing Committee for long-term obstruction of the public sidewalk and parking stall on the west side of S. Union Street, between College Street and Bradley Street, as well as occupying twenty one (21) meter parking spaces in the city owned parking lot adjacent to 266 College Street and City Market. As stated in Burlington Code of Ordinance Chapter 27-32(a): “No permit as required by Section 27-31 shall be for longer than sixty (60) days, except as authorized by the city council.” Overview The Department of Public Works received an application (REN 25-1) from ReArch Companies on February 11, 2025, requesting use of the public right of way to facilitate development on the old YMCA parcel located at 266 College until November of 2027. Work under the project will remove and reconstruct a portion of the building to be converted into housing units. In order to demolish and construct the building, the applicant will require use of the sidewalk and parking stalls on S. Union Street, for truck loading/unloading, and a support of excavation for the new building foundation. Use of the city owned parking lot adjacent to downtown City Market will also be needed during construction. DPW staff, the owner of 266 College Street, and ReArch met with City Market in February of 2025 to discuss impacts to the area. During these conversations, it was agreed upon that a slip lane for traffic existing out to S. Union Street will be maintained in an effort to minimize disruptions to a highly trafficked destination for Burlington. Page 37 of 57 RE: 266 College Street March 19, 2025 Page | 2 of 2 The permit applicant proposed a reduced meter fee, typically billed under maximum daily meter rate, in exchange for the resurfacing of the existing parking lot, estimated at $75,000 value. The value in exchange for pavement resurfacing on the city owned parking lot will be deducted from the annual meter fee in FY27. This construction encumbrance permit and license agreement will allow the contractor to use the City Parking Lot adjacent to 266 College Street, as well as the sidewalk and parking stall on the west side of S. Union Street as a staging and laydown area throughout construction. This will allow the project to advance as quickly as possible while minimizing disturbance as much as reasonably possible to the general public. The City included requirements for posting notice for the lot prior to and following the encumbrance of these spaces for construction. There are currently 21 hourly spaces in the parking lot, and 12 spaces in the southern side of South Union Street in front of the property. All of these spaces are metered parking. Should the opportunity arise where use of the public metered parking is not needed by the contractor, the spaces will be returned to public use. Recommendation Thank you for consideration of this request, please do not hesitate to contact me directly at CManna@burlingtonvt.gov or 802-865-7562. Attachments A. Encumbrance Permit Application B. DPW Recommendation Form C. Site Plan D. Encumbrance and Meter Fees E. Certificate of Insurance Motions: License Committee: “To approve and recommend that the City Council approve the Encumbrance Application for the parking lot located off S. Union Street, and the public sidewalk and parking stall located on the south side of South Union Street directly to the adjacent of 266 College Street for construction activities and equipment staging, and to further recommend that the City Council authorize the Mayor to enter into a license agreement with the Applicant for use of the portion of the right-of-way outlined in the Application, subject to review by the City Attorney’s Office.” City Council: “To approve the Encumbrance Application and License Agreement for the parking lot located off S. Union Street, and the public sidewalk and parking stall located on the south side of South Union Street directly to the adjacent of 266 College Street for construction activities and equipment staging, and authorize the Mayor to enter into a license agreement with the Applicant for use of the portion of the right-of-way outlined in the Application, subject to review by the City Attorney’s Office.” 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 38 of 57  ENCUMBRANCE PERMIT AND LICENSE AGREEMENT ReArch Company Inc. 88 Technology Parkway, Suite 2, South Burlington, VT 05403 This Long-term Encumbrance Permit and License Agreement (“Agreement”) is made by and between the City of Burlington a municipal corporation organized and validly existing under the laws of the State of Vermont (“City”), and ReArch, Company Inc., a domestic business corporation located at 88 Technology Parkway, South Burlington VT 05403. (“Licensee") The City and Licensee agree to the terms and conditions of this Agreement. 1. RECITALS A. Authority. Authority to enter into this Agreement exists in the City Charter and Burlington City Ordinance 27-32. Required approvals, clearance, and coordination have been accomplished from and within each Party. B. Consideration. The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Agreement. C. Background. The City owns property, including the street and sidewalk right-of-way adjacent to the property located 266 College Street. Licensee has submitted a construction encumbrance application seeking the continued occupation of city right-of-way on College Street, S. Union Street, and adja- cent city owned parking lot for construction activities. According to Licensee’s application, the construction staging area will cover a 15,866 square foot area of the public right-of- way, split between the city owned parking lot which contains 21 Parking spaces to the north of the 266 College Street parcel, the College Street sidewalk and the west side of S. Union St adjacent to the parcel. D. Purpose. This Agreement sets forth the terms and conditions for the requested use of the public right-of way. 2. DEFINITIONS A. “Effective Date” means the date on which this Agreement is approved and signed by the City as shown on the signature page of this Agreement. B. “Encumbrance Fee” means the sum of the encumbrance application fee, parking meter fees, and the square foot use fee annually set by the City. C. “Party” means the City or Licensee and “Parties” means both the City and Licensee. D. “Premises” means the street and sidewalk right-of-way on the north side of College Street and west side of South Union Street and the City owned parking lot adjacent to 266 College Street. E. “Property” means the commercial building lot located at 266 College Street in Burlington, Vermont, inclusive of the construction activities that are the subject of this Agreement. Page 39 of 57 3. EFFECTIVE DATE AND TERM A. Effective Date. This Agreement shall not be valid or enforceable until the Effective Date. The City shall not be bound by any provision of this Agreement before the Effective Date and shall have no obligation for any performance before the Effective Date or after the expiration or termination of this Agreement. B. Term. This Agreement shall commence on the Effective Date and expire on 11/11/2027. C. Termination. This Agreement may be terminated as set forth in this §2.C. Upon termination, Licensee shall remove—at its own expense—all objects, materials, and other obstructions placed on the Premises. If Licensee refuses to promptly remove such obstructions, the City may remove all such obstructions and the Licensee shall be liable for all expenses of such removal. i. Discontinued Use. The City shall have the exclusive right to immediately terminate this Agreement should Licensee or a subsequent owner discontinue the licensed use of the premise. ii. Termination for Convenience. At any time prior to completion of services specified under this Agreement, the City may terminate the Agreement for any reason by submitting written notice via certified or registered mail to the Licensee, not less than fifteen (15) days prior to the termination date, of its intention to do so. The Licensee shall make no claim against the City by reason of such termination. iii. Breach. The City shall have the exclusive right to terminate this Agreement if Licensee is in breach of this Agreement. The City shall provide seven (7) days written notice in advance of the termination date. iv. Non-Compliance. If any of the License Conditions are not met to the satisfaction of the City, the Licensee will be responsible for restoration of the curbing, greenbelt and adjacent roadway to the property. v. Renewal. This agreement shall be renewable annually for the agreed term dates of the project for a one (1) year term provided that Licensee submits a timely annual renewal application including any information reasonably requested by the City and certifying that its renewal does not amend, modify or otherwise change the existing agreement, pays the requisite fees, and provides updated proof of insurance and all applicable endorsements, and provided that the Department of Public Works certifies that licensee is still in compliance with terms of this agreement. 4. GRANT OF LICENSE The City hereby grants to Licensee a license to use 15,866 square feet the city right of way including the city parking lot north of the 266 College property with a ten foot (10’) vehicular pass through ad- jacent to the neighboring laundry mat. The sidewalk and metered parking will be obstructed on the west side of S. Union Street, as well as the sidewalk on College Street adjacent to the premise for the term set forth in §2.B of this Agreement. Licensee may use and maintain the city sidewalk, street, and city parking lot within the city’s right-of-way which must be maintained and placed exactly as described in the plan approved by the Department of Public Works as detailed in Attachement-C Page 40 of 57 5. LICENSE CONDITIONS The Premises shall be maintained in accordance with all conditions set by DPW. Such conditions shall include the following enumerated conditions, but may also be supplemented by DPW upon reasonable notice in the event DPW determines that the public safety, health and or welfare require such supplemental conditions: A. Licensee shall take all reasonable precautions to protect the public from potential hazards resulting and emanating from the property due to activities related to the uses for which this encumbrance is permitted. B. Licensee shall control the dust and dirt and other debris on the encumbered area and adjoining areas, including picking up and sweeping such dust, dirt and debris. Licensee shall submit a dust control and street sweeping plan to DPW’s excavation inspector detailing the activities it shall take to control such dust, dirt and debris. Licensee shall take all additional reasonable activities requested by DPW to control such dust, dirt and debris. Licensee shall maintain all construction barriers and keep them in good, working condition. All costs associated with the maintenance and upkeep of construction barriers are solely the responsibility of Licensee. C. Licensee shall not allow obstructions and interferences in the lines of sight on the Premises or the adjacent construction area, pertaining to entering and exiting of neighboring lots, and clear line of site must be maintained to unobstruct the vision of motor vehicles and motorist. D. Licensee shall institute and properly maintain a traffic control plan for all types of vehicles and for pedestrians such that said vehicles and pedestrians are protected from hazards and dangers emanating from the Premises and the associated construction site and related construction activities. Licensee shall erect proper signage to redirect pedestrians safely from the Premises. Licensee shall submit a traffic control plan for pedestrians, including a plan for signage, to DPW’s excavation inspector detailing the activities it shall take to control such pedestrian traffic. Licensee shall take all additional reasonable activities requested by DPW to control such pedestrian traffic. Licensee shall submit a traffic control plan for vehicles, including a plan for signage, to DPW’s excavation inspector detailing the activities it shall take to control such vehicular traffic. Licensee shall take all additional reasonable activities requested by DPW to control such vehicular traffic or pedestrian traffic to provide collaboration or cooperation with adjacent projects. DPW reserves the right to request modifications and alterations to the vehicular or pedestrian traffic control to ensure public safety throughout the duration of the project, with all costs borne by Licensee to implement those changes. E. Licensee shall protect all the utilities located on, about, adjoining, and adjacent to the Premises and shall protect all utilities regardless of their proximity to the Premises from all manner of harm and damage caused by activities conducted on or about or in connection with Licensee use of the Premises. ReArch shall submit a utility protection plan to DPW’s excavation inspector detailing the activities it shall take to protect such utilities. Licensee shall take all additional reasonable activities requested by DPW to protect such utilities. F. Licensee shall not maintain or store any toxic or hazardous waste materials or contaminants upon the Premises. Licensee Without limiting Licensee’s general indemnification and defense obligations hereunder, Licensee shall defend, indemnify and save the City harmless from any claims, causes of action, penalties, fines or other assessments, or the expense and cost of cleanup Page 41 of 57  arising out of or in connection with said hazardous or toxic materials or contaminants upon said premises caused by ReArch. G. Licensee shall be responsible for removing, hauling and properly disposing any accumulated snow or ice on the Premises, or adjacent to any construction fences or barriers that cannot be removed by the City’s conventional means or methods. H. Licensee shall be responsible for the maintenance and associated repair of approximately 3240 square feet of the street and sidewalk on College St, approximately 2736 square feet of South Union Street and approximately 21 parking spaces in the City owned lot and sidewalk areas to the north of 266 College parcel. I. If Licensee fails to complete the planned public improvements for restoration of encumbered city right of way, Licensee shall be responsible for all associated costs in restoring the street and sidewalk to conditions approved by the DPW 5. PAYMENT FOR LICENSE A. License Fee Term. Licensee shall pay the City an annual encumbrance fee, as described in Terms. B. Initial License Fee Term. By signing this Agreement, the Parties acknowledge that Licensee has paid the City the license fee for the period beginning 3/31/2025 and ending 04/30/2026. C. Parking Meter Fee. Licensee shall pay all associated calculated parking meter fees for obstructed and or encumbered parking meter fees as detailed in Attachment-D. A. INSURANCE Requirement. Licensee shall maintain throughout the term of this Agreement, and any subsequent extension or renewals, commercial general liability insurance from an insurance carrier rated A-:VII or higher by A.M. Best Co. and admitted in the State of Vermont, insuring against all legal liability for injuries or damages suffered as a result of the exercise of privileges granted by this Agreement in an amount not less than $100,000 each occurrence, $300,000 aggregate. B. Evidence. Prior to execution of this Agreement, Licensee shall furnish the City with a certificate of insurance and endorsement that includes the provision naming the City as an additional insured on a primary, non-contributory basis and waiving subrogation against the City. Licensee shall take all reasonable efforts to acquire an endorsement providing the City with thirty (30) days’ written notification of cancellation. If such endorsement is not reasonably available, then Licensee shall provide the City with notification of any impending cancellations within three (3) days after receipt of such notice from its insurance carrier. The current certificate of insurance and applicable endorsements are attached to this Agreement as Attachment D. C. Continuing Obligation. Licensee shall provide the City with an updated certificate of insurance and applicable endorsements annually on or before the certificate’s stated expiration. It is the responsibility of Licensee to ensure that a current certificate of insurance is on file with the City Page 42 of 57  at all times. D. Requirement. Licensee shall maintain throughout the term of this Agreement, and any subsequent extension or renewals, comprehensive public liability insurance with an A or better rated insurance carrier, qualified to transact business in the State of Vermont, insuring against all legal liability for injuries or damages suffered as a result of the exercise of rights granted by this Agreement in an amount not less than $1,000,000 each occurrence. The City shall be named as an additional insured on such insurance policy. E. Evidence. Prior to execution of this Agreement, Licensee shall furnish the City with a certificate of insurance and endorsement that includes the provision naming the City as an additional insured. Licensee shall also furnish the City with an endorsement indicating that Licensee shall be given 15 days’ written notification prior to cancellation of such insurance for nonpayment of premium and 45 days’ written notice for any other reason. Licensee shall take all reasonable efforts to acquire an endorsement providing the City with 10 days’ written notification prior to cancellation of such insurance for nonpayment of premium and 30 days’ written notification for any other reason. If such endorsement is not reasonably available then Licensee shall provide the City with notification of any impending cancellations within three days after receipt of such notice from its insurance carrier. The current certificate of insurance and applicable endorsements are attached to this Agreement as Attachment D. F. Continuing Obligation. Licensee shall provide the City with an updated certificate of insurance and applicable endorsements annually on or before the certificate’s stated expiration. It is the responsibility of Licensee to ensure that a current certificate of insurance is on file with the City at all times. 6. INDEMNIFICATION Licensee shall indemnify, defend, and hold harmless the City, its officers, officials, agents, and employees from liability for any claims, suits, expenses, losses, judgments, penalties, fines, costs (including attorneys’ fees and costs), and damages arising as a result of the Licensee’s acts and/or omissions, and the acts and/or omissions of Licensee’s officers, directors, employees, agents, contractors, subcontractors, customers/invitees, successors, or assigns arising from or related to Licensee’s use of the Premises or in connection with this Agreement or the privileges granted to it under this Agreement, excepting claims arising from the City’s gross negligence or willful misconduct. If the City, its officers, officials, agents, or employees are notified of any claims asserted against it to which this indemnification provision may apply, the City shall promptly thereafter notify the Licensee in writing that a claim to which the indemnification provision may apply has been received. Licensee shall promptly retain counsel and otherwise provide a complete defense against the entire claim or suit. The City retains the right to participate, at its own expense, in the defense of any claim, and to approve all proposed settlements of clams to which this provision applies. Under no conditions shall the City be obligated to indemnify the Licensee or any third party, nor shall the City be otherwise liable for expenses or reimbursement including attorney’s fees, collection costs, or other costs, of the Licensee or any third party. 7. RESPONSIBILITY FOR SUPERVISION: Licensee shall assume responsibility for general supervision of its contractors and any subcontractors, Page 43 of 57 shall be solely responsible for all procedures, methods, and work, and shall be responsible to the City for all acts or omissions of its officers, employees, agents, contractors, subcontractors, or any other person related to any activity or work performed in connection with this Agreement or the Privileges granted to Licensee under this Agreement. 8. PUBLIC RELATIONS: Throughout the performance of the work, the Licensee will endeavor to maintain good relations with the public and any affected property owners. Personnel employed by or representing the Licensee shall conduct themselves with propriety. 9. PERMITS Licensee shall be responsible for obtaining all necessary City and/or State permits prior to performing any work on the Premises or in connection with this Agreement. 10. NUISANCES PROHIBITED Licensee shall not—during the term of this Agreement—on or in the Premises, maintain, commit, or permit the maintenance or commission of any nuisance or violation of any applicable City ordinance, State or Federal statute, or controlling law, regulation, or condition imposed whether existing at the time of commencement of this Agreement or enacted, amended, or otherwise put into effect during the term of this Agreement. 11. INSPECTION OF WORK: The City shall, at all times, have access to the Premises for the purposes of inspection and the Licensee shall provide whatever access is considered necessary to accomplish such inspections. At any time, the Licensee shall permit the City or representative for the City the opportunity to inspect any plans, drawings, estimates, specifications, or other materials prepared or undertaken by the Licensee. 12. ASSIGNMENT OF RIGHTS If Licensee sells the Property, Licensee may temporarily assign the privileges granted herein to the new owner of the Property for a period of Sixty (60) days after closing. Any subsequent owner of the Property shall execute a new agreement with the City and provide proof of insurance within the Sixty (60) day period. Failure to comply with this §14 shall constitute a discontinued use under §3C.i of this Agreement. 13. LIMITATION OF RIGHTS If Licensee sells the Property, Licensee may temporarily assign the privileges granted herein to the new owner of the Property for a period of sixty (60) days after closing. Any subsequent owner of the Property shall execute a new agreement with the City and provide proof of insurance within the sixty (60) day period. Failure to comply with this section shall constitute a discontinued use under §3.C.i of this Agreement. 14. WAIVER The City’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, notwithstanding the passage of time. Waiver by the City may only occur through an expressed written waiver signed by an authorized Page 44 of 57 representative of the City. No waiver of a breach of any of the covenants, agreements, or provisions contained in this Agreement shall be construed to be a waiver of any subsequent breach of the same or of any other provision in this Agreement. 15. ENTIRE AGREEMENT This Agreement contains the entire understanding of the Parties with respect to the subject matter of this Agreement. All prior representations and understandings related to Licensee’s use of the specified portions of the City’s right-of-way, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. 16. MODIFICATION Modifications to this Agreement shall only be valid if agreed to in a formal written amendment to this Agreement, properly executed and approved by the Parties. 17. THIRD PARTY BENEFICIARIES This Agreement does not confer any rights or remedies upon any person or entity other the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement and do not create any right for such third parties. 18. ATTACHMENTS The following attachments are adopted, incorporated by reference, and made part of this Agreement: Attachment A: Licensee’s Application Attachment B: Department of Public Works Encumbrance Recommendation Form. Attachment C: Photos and Sketches of Encumbrance. Attachment D: Encumbrance and Meter Fee Revenue Attachment E: Certificate of Insurance. 19. ORDER OF PRECEDENT This Agreement shall control over any conflicting attachment. — Signature Page Follows — Page 45 of 57 20. SIGNATURE PAGE Persons signing for the Parties hereby swear and affirm that they are authorized to act on behalf of their respective Party and acknowledge that the other Party is relying on their representations to that effect. This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement may be executed electronically, and an electronic copy or other facsimile shall be treated as an original. The Parties hereto have executed this Agreement LICENSEE [ReArch, Inc.] 88 Technology Parkway, Suite 2 South Burlington, VT 05403 By: __________________________________ [ Bert DeLaBruere / President] Date: ____________________ By:____________________________________ [Ben Roll / Vice President of Construction] Date:____________________ By:____________________________________ [ Christa Vandevord / Chief Financial Officer] Date:_____________________ CITY OF BURLINGTON Mayor Emma Mulvaney-Stanak By: _________________________________ Mayor Emma Mulvaney-Stanak Duly Authorized Date: ____________________ Page 46 of 57 Attachment-A Page 47 of 57  Attachment-B DEPARTMENT OF PUBLIC WORKS 645 PINE STREET BURLINGTON, VT 05401 Voice: (802) 863-9094 Ext 3 Fax: (802) 863-0466 Email: dpwpinecustomerservice@burlingtonvt.gov DPW ENCUMBRANCE RECOMMENDATION FORM 3/14/2025 DBA NAME: DATE: ReArch Companies Inc. 802-865-9093 COMPANY NAME: PHONE: Hunter Gomez Hunterg@rearchcompany.com CONTACT NAME: EMAIL: 88 Technology Parkway, S. Burlington VT 05403 MAILING ADDRESS: 266 College Street LOCATION OF ENCUMBRANCE: FOR LONG-TERM ENCUMBRANCE, TABLE AND CHAIR ENCUMBRANCE, AND CONSTRUCTION ENCUMBRANCE 1. All encumbrances should be located on private property, if possible. In the opinion of the Excavation Inspector, is there an available alternative location for the requested encumbrance on private property? YES [ ] NO [ ] 2. Will there be sufficient width for plows, pedestrian access, and ADA requirements if the proposed encumbrance is added to the sidewalk/roadway/greenbelt? YES [ ] NO [ ] 3. Additional Comments: Occupation of City owned parking lot by City Market, South side of South Union Street including sidewalk, greenbelt, and parking stall. Sidewalk on College Street 4. Has this business remained in compliance to date (RENEWALS ONLY)? YES [ ] NO [ ] 5. Describe the encumbrance, including square footage and location of items: Occupation of 15,866 sq. ft. city owned parking lot with construction materials, and equipment. BELOW THIS LINE – DEPARTMENT OF PUBLIC WORKS OFFICE USE ONLY Approved: Yes [ ] No [ ] If no, reason: Caleb Manna Signature: Date: 3/14/2025 Page 48 of 57 Attachment-C Page 49 of 57 Page 50 of 57 Page 51 of 57 Page 52 of 57 Page 53 of 57 Page 54 of 57  Attachment-D Client#: 2003955 REARCCOM DATE (MM/DD/YYYY) ACORD TM CERTIFICATE OF LIABILITY INSURANCE 1/08/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: Denise Rybeck USI Insurance Services LLC PHONE FAX (A/C, No, Ext): 855 874-0123 (A/C, No): 3 Executive Park Drive, Suite 300 E-MAIL ADDRESS: Denise.Rybeck@usi.com Bedford, NH 03110 INSURER(S) AFFORDING COVERAGE NAIC # 855 874-0123 INSURER A : National Union Fire Ins Co of Pitts, PA 19445 INSURED INSURER B : Palomar Excess and Surplus Insurance Co 16754 ReArch Company Inc. 36056 INSURER C : Navigators Specialty Insurance Co. ReArch Properties, LLC 23841 INSURER D : New Hampshire Insurance Company 88 Technology Park Way, Ste 2 28665 INSURER E : Cincinnati Casualty Company South Burlington, VT 05403 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X 6896112 09/01/2024 09/01/2025 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 15,000,000 PRO- POLICY X JECT LOC PRODUCTS - COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY X X 5774713 09/01/2024 09/01/2025 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 X ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY (Per accident) $ $ B UMBRELLA LIAB X OCCUR X X PESXS012863 09/01/2024 09/01/2025 EACH OCCURRENCE $ 8,000,000 C X EXCESS LIAB CLAIMS-MADE X X RK24EXCZ0HQF3IC 09/01/2024 09/01/2025 AGGREGATE $ 8,000,000 DED X RETENTION $$0 $ WORKERS COMPENSATION PER OTH- D AND EMPLOYERS' LIABILITY WC013265802 09/01/2024 09/01/2025 X STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE 3A States: NH & VT E.L. EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2,000,000 E Leased/Rented EPP0600374 12/29/2023 09/01/2026 $150,000 Equipment Deductible: $250 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) General Liability Blanket Additional Insured Status per Forms CG2010 (12/19) and CG2037 (12/19) & Commercial Automobile Blanket Additional Insured Status per Form 87950 (09/14) where required by written contract or agreement. General Liability Primary and Non-Contributory per Form CG2001 (12/19). Commercial Automobile Primary and Non-Contributory per Form 74445 (10/99). General Liability Blanket Waiver of Subrogation per Form CG2404 (12/19). Commercial Automobile Blanket Waiver of Subrogation per Form 62897 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Burlington THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Burlington Public Works ACCORDANCE WITH THE POLICY PROVISIONS. Encumbrance Application Dept., 645 Pine Street AUTHORIZED REPRESENTATIVE Burlington, VT 05401 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S47777514/M46165370 AVAZP Page 55 of 57  DESCRIPTIONS (Continued from Page 1) (06/95). Workers Compensation Blanket Waiver of Subrogation where required by written contract or agreement per Form WC000313 (04/84) except for New Hampshire which is not permitted by state law. Umbrella/Excess Liability is Follow Form. Notice of Cancellation is 30 Days EXCEPT for Non-Payment which is 10 days. RE: 266 College Street. City of Burlington, Vermont is named as Additional Insured with respect to the General Liability. Notice of Cancellation is 30 Days EXCEPT for Non-Payment which is 10 days. SAGITTA 25.3 (2016/03) 2 of 2 #S47777514/M46165370 Page 56 of 57 Dear Licensing Committee Members, The Department of Public Works recommends approval of the Encumbrance Permit Application submitted by Rearch Company, INC for the use of 4976 square feet and 21 parking spaces of public right-of-way at 266 college. This recommendation is based on a thorough review of the application and is subject to the conditions outlined below and review by the City Attorney's Office. Rearch Company, Inc is requesting this permanent encumbrance on the west side of Union Street, North side of College Street, and the Burlington City owned paid parking lot located just North of the 266 property. Rearch Company, Inc. is refurbishing the property to now include housing, allowing the south facing building to remain unmodified. Rearch is also planning on reconstructing the adjacent sidewalks to comply with Burlington great street standards. During construction Rearch will be occupying majority of the Burlington paid parking lot, allowing for a one way pass through as not to obstruct traffic exiting from Burlington City Market onto south union. The proposal complies with the Burlington Code of Ordinances, specifically Chapter 27-31(a), which allows for encumbrances those which exceed 60 days with the approval of Licensing Committee Members. The DPW supports formalizing this through a License Agreement with an annual fee of $1 per square foot, payable through the City’s OpenGov Portal. Therefore, I urge the Licensing Committee and City Council to approve this request, subject to the aforementioned conditions and review by the City Attorney’s Office. Sincerely, Thank you for your attention to this matter. Should you require further information, I am available at ASchwencke@burlingtonvt.gov or 802-865-7562. Sincerely, Alice Schwencke Excavation Inspector Department of Public Works City of Burlington aschwencke@burlingtonvt.gov 802-495-6176 Page 57 of 57