City Council - Board of Finance

Board of Finance Monday, August 4, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Join from PC, Mac, iPad, or Android: https://zoom.us/j/95868603523 Phone one-tap: +19292056099,95868603523# US (New York) Join via audio: +1 305 224 1968 US Webinar ID: 958 6860 3523 International numbers available: https://zoom.us/u/aJ4li7gfc **CCTV link: https://www.youtube.com/playlist?list=PLljLFn4BZd2PwCge7lNoKug676jIf_iUA ** 1. Agenda Subject 1.1. Motion to amend/adopt agenda Meeting August 4, 2025 - Board of Finance Meeting - Monday, August 4, 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 amend/adopt agenda 2. Public Forum Subject 2.1. Verbal Comments Meeting August 4, 2025 - Board of Finance Meeting - Monday, August 4, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Public Forum Department Council and Board Page 1 of 46  Type Action Procedural Recommended Action open Public Forum close Public Forum 3. Consent Agenda Subject 3.1. Motion to adopt the consent agenda and take the actions indicated Meeting August 4, 2025 - Board of Finance Meeting - Monday, August 4, 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. July 14, 2025 Board of Finance Meeting Minutes - C/T Meeting August 4, 2025 - Board of Finance Meeting - Monday, August 4, 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 Information Recommended Action approve the minutes Subject 3.3. Moduly Residential Battery Storage Pilot Program - BED Meeting August 4, 2025 - Board of Finance Meeting - Monday, August 4, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Consent Agenda Department Burlington Electric Department Type Action (Consent) Recommended Action to approve and recommend that the City Council authorize the General Manager of the Burlington Electric Department or their designee to file necessary documents with the Vermont Public Utility Commission to enable the 18-month Moduly battery residential pilot program as proposed Subject 3.4. Authorization to Execute Contract Amendments with On-Call Water Resources Excavation Contractors - DPW/Water Resources Meeting August 4, 2025 - Board of Finance Meeting - Monday, August 4, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Page 2 of 46  Category 3. Consent Agenda Department Public Works Department - Water Resources Type Action (Consent) Recommended Action to approve and authorize the Director of Public Works to execute amendments with two (2) of the existing Main On-Call water resources excavation contractors (Engineers Construction, Inc. and S D Ireland Brothers Corporation), to increase the per contractor maximum limiting amount to $500,000 each, subject to review and approval by the City Attorney 4. Deliberative Agenda Subject 4.1. Approval to accept Planning Grant Continuum of Care VT-501 & Permanent Supportive Housing Grant Agreements in SFY26 (FFY24) VT0030L1T012415 - $718,964 New Horizons Renewal, September 1, 2025 VT0117L1T012400 - $57,790 CoC Planning Grant VT-501, December 1, 2025 Meeting August 4, 2025 - Board of Finance Meeting - Monday, August 4, 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 move to approve and recommend that the City Council approve the acceptance of two U.S. Dept. of Housing and Urban Development Continuum of Care FFY24 grants (VT0030L1T012415 and VT0117L1T0123400) to begin in SFY26 and authorize the Director of CEDO to execute all contracts and documents necessary to accept the total funding of $776,754 from HUD, subject to the review and approval of the City Attorney’s Office Subject 4.2. Parking Access and Revenue Control System Agreement with FlashParking Inc. - Airport Meeting August 4, 2025 - Board of Finance Meeting - Monday, August 4, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 4. Deliberative Agenda Department Airport Type Action Recommended Action to authorize the Director of Aviation to execute the 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 5. Executive Session Subject 5.1. Discussion of Tentative Agreement of Collective Bargaining Agreement between the City of Burlington and FOP BPOA #021 (July 1, 2025 - June 30, 2028) Meeting August 4, 2025 - Board of Finance Meeting - Monday, August 4, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Page 3 of 46  Category 5. Executive Session Department Human Resources Type Action Procedural Recommended Action move to make a specific finding that premature general public knowledge regarding the proposed terms of a collective bargaining agreement with the Burlington Police Officers’ Association would clearly place the City at a substantial disadvantage; and based upon that finding, move to enter executive session pursuant to 1 VSA 313(a)(1)(B) to discuss a labor relations agreement and to include in such session members of the City’s negotiation team from the Department of Finance and Administration, Police Department, and Mayor and Attorney’s Offices 6. Adjournment Subject 6.1. Motion to adjourn Meeting August 4, 2025 - Board of Finance Meeting - Monday, August 4, 2025, 5:00 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 6. Adjournment Department Council and Board Type Action (Consent) Procedural Recommended Action Motion to adjourn Page 4 of 46 Page 5 of 46 Page 6 of 46 Page 7 of 46 Page 8 of 46 Page 9 of 46 Page 10 of 46 Page 11 of 46  MEMORANDUM To: Burlington Board of Finance and City Council From: Darren Springer, General Manager Date: 8/4/2025 Subject: Moduly Residential Battery Storage Pilot Program Introduction Burlington Electric Department (“BED”) is seeking Board of Finance and City Council approval to file with the Vermont Public Utility Commission (PUC) the documents needed to offer an 18-month pilot program to deploy 10 Moduly residential battery storage devices for testing with residential customers, including renters. The program details were outlined in a press release in April 2025 (https://www.burlingtonelectric.com/nzeupdate25/) with additional information including a web link for customers to express interest available here (https://www.burlingtonelectric.com/batterypilot). The batteries will be deployed as part of a pilot with Moduly, a company selected by BED through the Vermont Sustainable Jobs Fund DeltaClime business accelerator program. The goal of the pilot includes testing the batteries for peak reduction capabilities as well as providing resilience to customers during outage situations. There will be no cost to customers and no compensation to customers for participating in this test/pilot. BED previously believed that the testing of such batteries without customer compensation did not require PUC approval, but the PUC sent BED a letter indicating it believed this program may require a PUC filing under the procedures for innovative rates and services available to municipal utilities and cooperatives. BED is seeking today approval from the Board of Finance and City Council to make such a filing, but BED will also be asking the PUC to open a separate docket to help clarify what types of programs and offerings require such notice and/or approvals in the future. In the interest of getting the batteries out to customers as soon as possible, BED is moving this program through the recommended PUC process. The PUC notice letter is attached to this memo for further information. Moduly Pilot Tariff Filing Motions Board of Finance: To approve and recommend that the City Council authorize the General Manager of the Burlington Electric Department or their designee to file necessary documents with the Page 12 of 46 Vermont Public Utility Commission to enable the 18-month Moduly battery residential pilot program as proposed. City Council: To approve and authorize the General Manager of the Burlington Electric Department or their designee to file necessary documents with the Vermont Public Utility Commission to enable the 18-month Moduly battery residential pilot program as proposed. Page 13 of 46 July xx, 2025 Holly R. Anderson Clerk of the Commission 112 State Street Montpelier, VT 05620-2701 Re: Moduly Battery Residential Resilience Program Dear Ms. Anderson, In accordance with the instructions in the Public Utility Commission’s (“Commission’s”) July 15, 2025, Order Opening Investigation in Case No. 25-1390-INV, Burlington Electric Department (“BED”) submits notice and description of its proposed Moduly Battery Residential Resilience Program (“Program”) to the Commission, the Department of Public Service (“Department”). This report contains the information on the Program as specified in 30 V.S.A. § 218d(o) and the Standards and Procedures for Innovative Rates and Services Offered by Municipal and Cooperative Electric Utilities (“Standards and Procedures”) as approved by the Commission in Case No. 21-2642-INV. In the sections below, BED outlines and addresses how the proposed Program meets each of the requirements of the Commission’s Standards and Procedures. It is BED’s position that neither the 30 V.S.A. § 225 requirement nor the 30 V.S.A. § 218d(o) streamlined review option for utilities to submit their rates for services to the Commission is applicable to BED’s proposed Moduly Program. However, of the two options offered by the Commission to BED in its July 15, 2025, Order, submitting information about the Program as a 30 V.S.A. 218d(o) report will allow BED’s customers to put the batteries to use as soon as possible. Therefore, BED is submitting information about the Program as a 30 V.S.A. 218d(o) report with a proposed effective date of October 15, 2025. BED intends to submit a request for a proceeding for further Commission consideration of the applicability of 30 V.S.A. § 225 and 30 V.S.A. § 218d(o) to BED services that are not rates. Filing Requirements of the Standards and Procedures 1. Customer Notice All of BED’s customers will have received at least 45 days’ notice of the Program as of October 15, 2025. To accomplish this, BED will begin providing written notice and description of the proposed Program through Burlington Electric Department 585 Pine Street Burlington, VT 05401 burlingtonelectric.com Phone 802.658.0300 Page 14 of 46  Vermont Public Utility Commission (cont’d) Page 2 of 5 a notice on customer bills beginning August 1, 2025, and continuing through August 28, 2025 (the time necessary for all customers to receive notice under BED’s cycle billing) as follows: BED invites customers to try residential battery storage through a free trial of standalone 5 kWh and 7.5 kWh batteries that plug into a regular 120V wall outlet with no permanent installation required. BED will test using the batteries during peak events while customers can use them for reliability at other times. Visit burlingtonelectric.com/battery pilot for more info and to express interest. In addition to the above notice on customer bills, BED provided public notice of the Program in its April 9, 2025, Net Zero Energy update press event with Mayor Mulvaney-Stanak, in its press release for that event (https://www.burlingtonelectric.com/nzeupdate25), in the May edition of the North Avenue News, in Front Porch Forum, and a web page for the Program (https://www.burlingtonelectric.com/batterypilot). 2. Terms and conditions of the Program BED initially planned a three-year term for the Program but will curtail that time period to fit within the 18-month timeframe under the 30 V.S.A. § 218d(o) framework if BED does not choose to make the program permanent at that time. BED has procured and will retain ownership of ten Moduly UL-Listed residential storage battery devices with 5 kWh or 7.5 kWh capacity. Moduly is a company that was part of the 2024 DeltaClimeVT business accelerator program cohort, which is run by the Vermont Sustainable Jobs Fund. The batteries are operated by plugging the Moduly stand-alone unit into a regular 120-volt wall outlet. This configuration requires no permanent installation and should make battery storage technology available to more customers, including renters. Moduly batteries are available in modular form and may be stacked to increase electricity storage. BED expects to test 5 kWh and 7.5 kWh size batteries using Moduly’s app and interface. BED will loan the batteries to BED residential customers at no cost for at-home use for up to 12 months at a time. Participating customers must agree to keep the batteries plugged in and connected to a WiFi network, to notify BED of any issues with the battery, and to sign a liability waiver prior to accepting the batteries. In exchange, customers will allow BED to operate and discharge the batteries during peak events, in effect reducing that customers load, to reduce wholesale market costs to all BED customers. BED will avoid discharging the batteries at any time system reliability might be at risk (e.g., during storm events) to preserve the reliability benefit for Program participants. At the end of the customers’ period of use, customers will return the batteries to BED and complete a survey on their experience. BED will then distribute the returned batteries to other customers on the applicant list. Customers will receive no compensation from BED, nor will they be charged for the use of the battery device (beyond any change in net electric consumption under their applicable tariff). BED is accepting applications from interested residential customers and BED will prioritize applicants who are renters and/or customers who are eligible for BED’s Energy Assistance Program1 (“EAP”). Any customers not selected for participation in a period may apply again in a subsequent period. If BED does not continue the 1 BED’s current EAP tariff sheet is available at https://www.burlingtonelectric.com/wp-content/uploads/2024_5_24-EAP- rate-tariff-sheet-compliance-filing.pdf Page 15 of 46  Vermont Public Utility Commission (cont’d) Page 3 of 5 Program beyond 18 months, or at the end of the possible three-year period if converted to a permanent tariff, BED will make use of the batteries for its own purposes, possibly by deploying them in one or more of its facilities. BED obtained Burlington Electric Commission approval for the purchase of the batteries at its January 8, 2025, meeting. Because BED is submitting the Program to the Public Utility Commission as a 30 V.S.A. § 218d(o) report in response to the Commission’s instructions in its July 15, 2025, Order, BED will seek local authorizations for the Program from the Burlington Board of Finance and Burlington City Council at their August 4, 2025, meetings. 3. Criteria The proposed Program meets the eligibility criteria as follows: - BED’s Program will be in effect for a duration of 18 months or less As required by the Standards and Procedures, the Program will be in effect for 18 months or less. BED will file notice with the Commission 45 days prior to the end date of the 18 months. If BED plans to continue to offer the Program on a permanent basis, it will submit a tariff sheet with this notice specifying the terms and conditions of the Program and any proposed modifications in accordance with the provisions within the Standards and Procedures for continuing to offer the Program beyond the initial 18-month period as a permanent tariff. - The Program will not result in additions of more than two percent of BED’s Net Asset or an increase in BED’s Overall Cost-of-Service by more than two percent. The proposed Program will not result in additions of more than two percent of BED’s net assets and the Program will not increase BED’s overall cost-of-service by more than two percent. The total capital cost for purchase of the batteries was $96,300 as compared to BED’s net utility plant in service of $86,414,132 as of June 30, 2024. BED anticipates operating expenses related to the batteries’ application programming interface of $830/month and user fees of $1.50/month during the Program period for total estimated operating expenses (assuming 20 users) of $10,320 annually as compared to BED’s cost of service of $57.9 million (as filed in Case No. 25-1172-TF). - The Program advances the goals of Vermont’s Comprehensive Energy Plan BED’s proposed Program will advance the goals of Vermont’s 2022 Comprehensive Energy Plan (“CEP” or “Plan”) to promote equity and affordability by reducing energy cost. The Program may result in lower transmission, capacity, and distribution costs even as electrification increases the city’s load. In so doing, BED makes electrification more affordable and equitable for all customers. In the opening of the CEP, then-Department Commissioner Tierney welcomes the reader by noting that equity considerations are a central focus of the Plan. Page 16 of 46  Vermont Public Utility Commission (cont’d) Page 4 of 5 I am proud that this plan places equity at the forefront of energy policy discussion, recognizing that the benefits and burdens of energy policy have not historically been equitably distributed. I am proud that in this plan the authors place equity at the forefront of energy policy discussion, where the equity considerations are intended to become a core criterion for decision-making, along with the traditional statutory principles, designed to root out and address existing inequities. This central theme of equity is reflected in the CEP’s recommendations on p. 57. Equity should be considered as core criteria in all decision-making, alongside least-cost and environmentally sound principles as defined within the statutes that guide energy policy in Vermont, including 30 VSA §§ 202(a), 209, 218(c), 225, 248, 8005, and 8010, among others. The CEP specifies on pp. 50-51 that energy inequities can be addressed by increasing affordability of energy costs for those with the highest energy burdens. Energy equity (sometimes also discussed as energy justice) aims to make energy accessible, affordable, cleaner, and democratically managed for all communities... In the realm of energy equity, inequities are often assessed through metrics like energy burden, which evaluates the percentage of energy expenditures relative to a household’s income. - BED’s proposed Program advances the CEP’s equity goals by increasing affordability for BED customers with the highest energy burdens The CEP recognizes renters as a group of Vermonters with an especially high energy burden.2 Approximately 60% of BED’s residential customers are renters. Reduction of BED’s capacity and transmission costs through peak demand reduction can help keep rates lower for all customers, regardless of tenancy status. Further, the Moduly batteries can provide a reliability benefit to both renters and homeowners as well as customers eligible for BED’s EAP with no installation costs or work required. - Pairing increased affordability and enhanced incentives for clean energy technologies On pp. 12-13 of the CEP, the Department notes, “clean energy technologies, which can reduce costs and energy burden, see limited adoption in areas with the highest energy burden.” BED currently attempts to address this inequity by providing enhanced financial incentives to income-eligible customers who adopt electrification measures such as EV and heat pumps. Of the total customer claims BED has received for purchases of EVs, heat pumps and heat pump water heaters, ~18% of these claims were for enhanced incentives submitted by income-eligible customers. Also, as the Program may reduce peaks, in effect, each 2 Pp. 55-56 of 2022 CEP, “…according to survey research from the University of Vermont, non-white and renter respondents in Vermont are more likely to experience energy vulnerability than white and homeowner populations, respectively, suggesting that non-white Vermonters and those who rent their housing lack access to sufficient and affordable energy. Statistical analysis of survey results also showed that renters were nine times as likely to have gone without electricity and two times more likely to have gone without heat in the previous year…” Page 17 of 46  Vermont Public Utility Commission (cont’d) Page 5 of 5 participating customer will play an active role by decreasing the demand for and cost of electricity during on-peak hours, furthering BED’s progress toward meeting the City’s Net Zero Energy goal. 4. Customer Eligibility All BED residential customers in the residential service (“RS”) or residential time of use (“RT”) rate classes are eligible to enroll in the Program. BED will prioritize applications from customers who are renters and/or EAP eligible. The number of customers served by the Program will depend on customer interest. If, for example, BED provided the batteries to three groups of 10 customers for 6 months at a time during the 18-month Program period, the Program would serve 30 customers. 5. Expected costs and revenues BED does not anticipate substantive changes in its net costs or revenues because of the Program. The total capital cost for purchase of the batteries was $96,300 and BED anticipates annual operating expenses to be $10,320. Any savings above Program costs due to peak reductions will be passed on to all customers. During, and at the end of, the 18-month Program term, BED will further assess the Program’s costs and benefits. Implementation Timeframe As provided by the Standards and Procedures, BED may commence offering its Program to eligible customers on the 45th day after this filing, absent the filing of a written objection or investigation by the Commission. Accordingly, BED plans to commence offering the Program on October 15, 2025, or soon thereafter. As noted above, BED will file notice with the Commission on or before March 1, 2027, which is 45 days before the end date of the 18-month period (April 15, 2027) and if BED plans to continue to offer the Program on a permanent basis, it will submit a tariff sheet with that notice specifying the terms and conditions of the Program and any proposed modifications in keeping with the provisions of the Standards and Procedures. Should the Commission have any concerns or questions, please do not hesitate to contact us. Sincerely, Amber Widmayer Regulatory Specialist (802) 735-6918 Page 18 of 46  Board of Finance and City Council Submission Checklist Version: April 2025 Department: Burlington Electric Submitter: Darren Springer Title/Subject: Moduly Battery Pilot Tariff 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 8/4/2025 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 7/28/2025 Darren Springer Mayor’s Office Yes 7/30/2025 Erin Jacobsen Board/Commission Yes 1/8/2025 Electric Commission 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 7/30/2025 Jessica Brown, motions included motion(s) or resolution(s) CAO for budget, financing, and memo Yes 7/29/2025 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 46  City of Burlington Department of Public Works Water Resources Division 234 Penny Lane Burlington, VT 05401 802.863.4501 P www.burlingtonvt.gov/DPW Chapin Spencer PUBLIC WORKS DEPARTMENT DIRECTOR Megan Moir WATER RESOURCES DIVISION DIRECTOR MEMORANDUM TO: Board of Finance FROM: Megan Moir, DPW Division Director – Water Resources DATE: August 4, 2025 CC: Chapin Spencer, DPW Director Martin Lee, PE, Water Resources Engineering Manager RE: Authorization to Execute Contract Amendments with On-Call Water Resources Excavation Contractors REQUEST: The Department of Public Works (DPW) and its Water Resources Division (WRD) are seeking authorization to execute Main On-Call Contract Amendments with two (2) of the existing On-Call contractors for water resources excavation projects: Engineers Construction (ECI) and SD Ireland Companies (SDI). We propose to execute Main On-Call Contract Amendments to increase the per contractor maximum limiting amount (MLA) to $500,000 for each of the two (2) identified contractors. A contract amendment for On-Call water resources excavation contractor BP Wastewater (BPW) is not being requested at this time leaving their existing MLA of $200,000 unchanged. With the authorization for the two (2) requested Contract Amendments and the existing MLA with BP Wastewater the total authorized expenditure increases to $1,200,000. BACKGROUND: On August 14, 2023, DPW-WRD received City Council Authorization1 to execute Main On-Call Agreements with three (3) on-call contractors for water resources excavation projects: BP Wastewater Services, Engineers Construction and SD Ireland Companies. Three (3) Main On- Call Agreements with a maximum limiting amount of $200,000 with each of the three (3) qualified contractors were subsequently executed, for a total authorized expenditure of $600,000. The three (3) existing On-Call Agreements extend through December 31, 2026. 1 https://burlingtonvt.portal.civicclerk.com/event/2150/files/attachment/816 1 of 3 Page 20 of 46 During the course of normal maintenance, repairs or upgrades of Water Resources utilities (water, sewer, stormwater), the City occasionally requires services deemed urgent and/or beyond the capabilities or availability of “in-house” resources. DPW-WRD sees these On-Call excavation contractors as integral to our success in maintaining infrastructure. Here are some brief descriptions to show examples of urgent repairs completed by the WRD On-Call excavation contractors since the August 2023 authorization:  Replaced approximately 100LF of failed corrugated metal pipe (CMP) on Fairfield Drive which caused a sinkhole on Northshore Drive.  Multiple water main breaks  Sinkhole repairs caused by failed water resources sewer infrastructure. Generally speaking, ECI and SDI have been activated for larger, more complicated projects and BPW for simpler repairs. As such, we have activated ECI for $149,293.31, SDI for $75,567.45 and BPW has an active Work Assignment Agreement (WAA) for $11,000 of work since the August 2023 authorization.  On July 10, 2025, an approximate 1’ by 2’ by 11’ deep sinkhole was discovered on Pine Street just north of the Flynn Avenue intersection due to a failed section of CMP. Recognizing the urgency of this matter and that the failing pipe was located deep, beyond the standard capabilities of our Street Maintenance crew, DPW-WRD determined it was necessary to use our On-Call Excavation Contract and that due to the depth, the contractor either needed to be SDI or ECI. Given that SDI was awarded the most recent WAA, staff contacted ECI and upon confirming their ability to mobilize immediately, moved forward with obtaining an estimate and executing a work assignment agreement. Based on initial discussion with ECI a preliminary cost estimate of $100,000 for the necessary repair work was identified. Since approximately $150,000 of ECI’s contract authorization had already been used, staff consulted with the City Attorney’s Office and in accordance with the current Purchasing Policy, DPW-WRD staff requested an immediate increase to ECI’s MLA (from $200,000 to $250,000) from the Mayor’s Office. This authorization was granted on July 15, 2025 and increased the ECI’s MLA to $250,000 so that the sinkhole repair work could commence immediately. DPW-WRD is seeking to further increase ECI MLA to $500,000 to ensure that the cost of the ongoing emergency WAA for necessary repairs on Pine Street can be fully covered in addition to future WAA’s as needed. DPW-WRD is also requesting to increase SDI’s MLA from $200,000 to $500,000 to ensure sufficient authorization is available with that contractor through the on-call agreement term (end of 2026). ECI and SDI offer similar On-Call excavation resources (equipment and staffing), while BP Wastewater has a reduced offering of resources in both equipment and staffing. Recognizing BP Wastewater’s On-Call offerings and the current balance of their current MLA, DPW-WRD is not seeking authorization to increase BP Wastewaters MLA at this time. The general on-call Contractor implementation through WAAs process, as previously described in the August 7, 2023 / August 14, 2023 Board of Finance / City Council Memo, is unchanged with the exception of the previous threshold of $100,000 for an individual WAA to need Board of Finance or City Council approval has been superseded by Article 7 of the Purchasing Policy, which does not require approval of individual work assignments by Board of Finance or City Council. As staff explained when the Purchasing Policy was adopted, the purpose of Article 7 is to encourage and facilitate the use of on-call contracts so that when exigent work arises, staff can 2 of 3 Page 21 of 46 quickly and efficiently respond under a contract that already has been competitively negotiated, and for which existing funding has already been appropriated. Funding is generally available within the annual Water, Wastewater or Stormwater Professional and Consulting Services (for repairs) or Capital lines. If necessary, some emergencies may require use of fund balance, which would require additional Board of Finance or City Council approvals. MOTIONS: The Department of Public Works Water Resources Division respectfully requests that the Board of Finance approve the following motions: Board of Finance Actions: 1. “To approve and authorize the Director of Public Works to execute amendments with two (2) of the existing Main On-Call water resources excavation contractors (Engineers Construction, Inc. and S D Ireland Brothers Corporation), to increase the per contractor maximum limiting amount to $500,000 each, subject to review and approval by the City Attorney.” Thank you for your consideration of this request. 3 of 3 Page 22 of 46  Board of Finance and City Council Submission Checklist Version: April 2025 Department: DPW – Water Resources Submitter: Megan Moir Title/Subject: On-Call Water Resources Excavation Contractors – Amendment Authorization Approval Requested: Meeting Date: ☒ Board of Finance 8/4/2025 ☐ 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 7/29/2025 Chapin Spencer Mayor’s Office Yes 7/30/2025 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 7/29/2025 Erik Ramakrishnan motion(s) or resolution(s) CAO for budget, financing, and memo Yes 7/29/2025 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 23 of 46 MEMORANDUM TO: Board of Finance, City Council FROM: Kara Alnasrawi, Director, Community & Economic Development Office (CEDO) CC: Mayor Emma Mulvaney-Stanak Katherine Schad, Chief Administrative Officer, Department of Finance and Administration Emmett Wood, Assistant City Attorney, City Attorney’s Office Bethany Whitlock, Housing Program Specialist, CEDO Sarah Russell, Special Assistant to End Homelessness, Office of Mayor Mulvaney-Stanak RE: Approval to accept Planning Grant Continuum of Care VT-501 & Permanent Supportive Housing Grant Agreements in SFY26 (FFY24) VT0030L1T012415 - $718,964 New Horizons Renewal, September 1, 2025 VT0117L1T012400 – $57,790 CoC Planning Grant VT-501, December 1, 2025 Summary This memo seeks Board of Finance and City Council approval to accept $776,754 for the Continuum of Care (CoC) Permanent Supportive Housing (PSH) Grant and the Continuum of Care (CoC) VT-501 Planning Grant from the U.S. Department of Housing and Urban Development (HUD) for FFY24 (Federal Financial Year 2024) and to authorize the CEDO Director to sign contracts and any necessary documents related to accepting these funds. The above referenced grants will continue to support the City and Continuum of Care efforts by utilizing federal funding to support housing for those in our community with a disabling condition and experiencing chronic homelessness, as well as to provide coordination and planning support to the activities of the Continuum of Care, known as the Chittenden County Homeless Alliance. Please note that in previous years the City has received two separate PSH grants; these have been consolidated into one for this financial year, which will serve the same total number of clients (41) as in previous years. Background Permanent supportive housing pairs long-term tenant-based rental assistance for permanent housing with case management and supportive services to address the needs of people with a disabling condition who are currently experiencing chronic homelessness. The services are designed to build independent living and tenancy skills and to connect people with community-based health care, treatment, and employment services. In addition to ending homelessness for people experiencing Page 24 of 46 chronic homelessness, research has demonstrated that permanent supportive housing can also increase housing stability and improve health. Permanent supportive housing has been shown to lower public costs associated with the use of crisis services such as shelters, hospitals, and the judicial system. Chittenden County accesses funding for PSH grants through the Burlington/Chittenden County CoC, known as the Chittenden County Homeless Alliance (CCHA), as part of its commitment to making homelessness rare and brief. The City of Burlington assumed administration of the PSH grant(s) in 2021 and operates them in partnership with Burlington Housing Authority (BHA) and two service providers, Community Health Centers of Burlington – Safe Harbor and Pathways Vermont. As the Collaborative Applicant for the Burlington/Chittenden County CoC, CEDO, the City of Burlington has administered the Planning Grant funds since 2014. The Planning Grant funds serve to assist the CoC to carry out a number of responsibilities including coordination, planning, and conducting the annual Point in Time count, as well as drafting the application, reporting, and monitoring of funds awarded by HUD to the CoC. These grants maintain important funding that brings a combined value of $776,754 and leverages a total value of over $950,000, including the matching funds from the services provided in these partnerships. The responsibility to oversee these grants is currently integrated and budgeted within the Housing Program Manager and Housing Program Specialist roles. CEDO is working with HUD on budget amendments to increase the administrative funds available within the grants. Administering the PSH grants gives the City the opportunity to engage more fully, with allocated staff time, on homelessness and housing response. This complements CEDO’s current work as Collaborative Applicant with the CoC. Staff time for administering the CoC Planning Grant is funded by the grant. Given the possibility of new grant conditions in federal grants, CEDO will only execute the grant agreement once approved by the attorney’s office and subrecipient and match agreements will include new force majeure and non-appropriations clauses. Requested Actions: Board of Finance: Move to approve and recommend that the City Council approve the acceptance of two U.S. Dept. of Housing and Urban Development Continuum of Care FFY24 grants (VT0030L1T012415 and VT0117L1T0123400) to begin in SFY26 and authorize the Director of CEDO to execute all contracts and documents necessary to accept the total funding of $776,754 from HUD, subject to the review and approval of the City Attorney’s Office. City Council: Move to approve the acceptance of two U.S. Dept. of Housing and Urban Development Continuum of Care FFY24 grants (VT0030L1T012415 and VT0117L1T0123400) to begin in SFY26 and authorize the Director of CEDO to execute all contracts and documents necessary to accept the total funding of $776,754 from HUD, subject to the review and approval of the City Attorney’s Office. Page 25 of 46  Board of Finance and City Council Submission Checklist Version: April 2025 Community & Economic Bethany Whitlock Department: Development Office Submitter: Title/Subject: BoF and CC approval and acceptance of HUD CoC PSH and Planning Grants 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 8/4/2025 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 7/24/2025 Kara Alnasrawi Mayor’s Office Yes 7/30/2025 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 7/29/2025 Emmett Wood motion(s) or resolution(s) CAO for budget, financing, and memo Yes 7/25/2025 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 26 of 46  TO: City of Burlington, Board of Finance FROM: Patrick Leahy Burlington International Airport Nicolas Longo, Director of Aviation DATE: August 4, 2025 SUBJECT: Parking Access and Revenue Control System Agreement with FlashParking Inc. In an effort to enhance the efficiency and effectiveness of parking management at the Patrick Leahy Burlington International Airport, we are proposing a replacement of the current T2 Parking Systems parking access and revenue control system (PARCS) which has been operational since March 2018. This replacement with a new company called FlashParking Inc. is aimed at bringing the parking garage management of the Airport to the forefront of customer experience, revenue control, and ensuring that we will remain on the cutting edge of technology. Using the Cooperative Purchasing procurement methods, which is the preferred method for procuring by the City of Burlington’s updated Procurement Policy. Flash was a preferred vendor on the cooperative purchasing program and through diligent research on alternate solutions. What’s Changing?: 1) New Machines: All entry, exit, and pay-on-foot machines located in the terminal will be replaced with FlashParking. We will also be adding an entry and exit lane to the White Street extension surface lots (lots B/C). This will help monitor the employee parking and help us capture revenue when these lots are used as “overflow” lots. The newer machines will be easier for the customers to use, including multiple available languages and offer more ways for the customer to pay. 2) What FLASH brings to Leahy BTV: a) Industry leading technology. Page 27 of 46  b) Regional supply facilities, leading to less lead time for parts and more up time for equipment. c) Regional sales and service support for better customer service. 3) Key Features: a) Digital Payment opportunities Apple/Google/ Credit Card Tap b) Off-line Cloud Storage Mode c) Express Pay Network and Frequent Parking Programs 4) Estimated Projected Timeline: 8/4 – Board of Finance approval and contract execution 8/5-9/5 – Project management meetings, with Airport staff, design team, and contractors 9/5-9/19 – Pre- install preparations 9/22 – Arrival of equipment 9/22 – 10/6 – Install, implementation, training, data import. 5) Pricing and Budget: a) $199,079.37 down payment b) $7,741.31 per month or approx. $93,000 per year as a Hardware as a Service Contract (HaaS) that is 60-month term with 2-one-year optional extensions. Our current annual cost with T2 is approximately $60,000 annually for software and licensing fees but also included significant up front costs, which are not required with the new system. c) $199,995.23 optional buyout at end of term d) Warranty covered for initial 60 MO term and will extend with the optional extensions of the HaaS, extensions are not automatic and only at the request of the airport e) The fiscal year 2026 budget needs a budget amendment to properly reflect the down payment and anticipated monthly payments. This amendment will increase the existing approved fiscal year 2026 budget from $150,000 to $269,000 to cover down payment and monthly payments expected to start by October. The requested budget amendment is as follows: Page 28 of 46  Increase / Org Set GL Account Account Name (Decrease) Expense - Increases $ 119,000 400-35-433-600 7200_115 Capital Lease Equipment $ 119,000 Expense - Decreases $ (119,000) 400-35-433-600 6017 Computer Licensing and Maintenance $ (25,000) 400-35-433-600 6300_170 Repairs and Maintenance Buildings $ (94,000) We believe this upgrade will carry us forward in an ever changing environment and keep us on the leading edge of technology and innovation in collaboration with FLASH parking. MOTIONS: Board of Finance: 1. “To authorize the Director of Aviation to execute the 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 29 of 46 HaaS Addendum This Hardware as a Service (“HaaS”) Addendum (the “Addendum”) to the FLASH OS License, Service and Product Usage Terms and Conditions (the “Agreement”) governs the payment obligations as may be set forth in an applicable Order Form where Customer has elected HaaS terms. Customer agrees that FlashParking, Inc. (“Flash”), through one of more affiliates, will purchase all of the Flash Offerings contained in the applicable order form on behalf of Customer in exchange for the Monthly HaaS Payments set forth therein. As such, Customer hereby unconditionally agrees to pay to Flash the Monthly HaaS Payments each. OPTION TO PURCHASE. Following an initial period of sixty (60) months from the Commissioning, Customer shall have an option to purchase the Equipment set forth on an applicable Order Form (the “Buyout Option”) by giving notice, in writing, to Flash of its intention to exercise the Purchase Option (the “Purchase Option Notice”). EQUIPMENT USE. You will keep the Equipment in good working order, use it for business purposes only, not modify or move it from its initial location without our consent, and bear the risk of its non-compliance with applicable laws. You agree that you will not take the Equipment out of service and have a third party pay (or provide funds to pay) the amounts due hereunder. You will comply with all laws, ordinances, regulations, requirements and rules relating to the use and operation of the Equipment. ASSIGNMENT. You may not sell, assign or sublease the Equipment or this Agreement without our written consent. We may sell or assign this Agreement or our rights in the Equipment, in whole or in part, to a third party without notice to you. You agree that if we do so the assignee will have our rights but will not be subject to any claim, defense, or set-off assertable against us or anyone else. LOSS OR DAMAGE. You are responsible for any damage to or loss of the Equipment. No such loss or damage will relieve you from your payment obligations hereunder; provided that nothing in this paragraph is intended to waive any warranty or to release FlashParking from any contractual or other legal obligation to maintain, service or repair the Equipment. TAXES. FlashParking retains title to the Equipment and maintains a security interest in the Equipment during the Term of this Agreement. You will pay when due, either directly or by reimbursing us, all taxes and fees relating to the Equipment and this Agreement. Sales or use tax due upfront will be payable over the term with a finance charge. To the extent that Customer is exempt from any other applicable taxes, Customer will provide any applicable tax exemption certificates. END OF TERM. At the end of the term of this Agreement (the "End Date"), this Agreement will be of no further force and effect and the terms of the License Agreement shall be the controlling terms with respect to the Equipment. . MISCELLANEOUS. The parties agree that the original hereof for enforcement and perfection purposes, and the sole "record" constituting "chattel paper" under the UCC, is either (a) the paper copy hereof bearing (i) the original or a copy of either your manual signature or an electronically applied indication of your intent to enter into this Agreement, and (ii) our original manual signature or (b) the copy of this Agreement executed by the parties and controlled by us or our assignee or custodian in accordance with the Electronic Signatures in Global and National Commerce Act or any similar state laws based on the Uniform Electronic Transactions Act and other applicable law as electronic chattel paper under the UCC. Upon execution, the parties agree to be bound to the terms hereof regardless of the medium or format in which this Agreement is maintained or controlled. If any provision of this Agreement is unenforceable, the other provisions herein shall remain in full force and effect to the fullest extent permitted by law. You authorize us to either insert or correct the Agreement number, serial numbers, model numbers, beginning date, and signature date, and acknowledge that if your Vendor filled in any blanks above, they did so on your behalf. All other modifications to the Agreement must be in writing signed by each party. Page 30 of 46 FLASHPARKING, INC. CITY OF BURLINGTON By: By: Name: Name: Title: Title: Date: Date: Page 31 of 46  Exhibit E License Agreement These License, Service and Product Usage Terms and Conditions (the “Agreement” or “Terms and Conditions”, which shall include any and all schedules, addendums, or attachments incorporated herein, as well as all amendments or supplements of such documents and the Agreement) is entered into and effective as of date set forth in the Agreement (the “PSA”) by and between FlashParking, Inc., a Delaware corporation (together with its subsidiaries and affiliates, “Flash”) and City of Burlington, a municipal corporation of the State of Vermont (“Customer”). Flash and Customer at times are each referred to herein as a “Party” and, collectively, as the “Parties.” Terms used herein but not defined shall have the meaning set forth in the PSA. This Agreement (along with the other PSA and other attached contract documents) sets forth the terms and conditions governing Customer’s purchase of any configuration of Equipment, Services, and Software (collectively “Flash Offerings”). Supplemental terms and conditions necessary for certain Flash Offerings may be included in an amendment to this Agreement. NOW THEREFORE, in consideration of the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1 Description of the Flash OS System 1.1 Kiosks, gates, ticket dispensers, scanners, RFID readers, cameras and other hardware and accessories to be delivered to Customer as specified in the relevant Statement of Work entered into by the Parties from time to time shall be referred to as “Equipment”. 1.2 Any programmed code contained within the Equipment or used by Flash in the delivery of any of the Services shall be referred to as “Software” and may be further described in the Statement of Work and additional terms may apply pursuant to Attachments. 1.3 Flash may provide the services set forth below (collectively, the “Services”) which shall be further described in an Statement of Work according to the Customer’s purchase. The Services may include: 1.3.1 installation, electrical, cabling, and related services required to place the Flash Offerings into service at Customer’s sites (“Installation Services”); 1.3.2 consulting, administrative, and technical services (“Professional Services”); Page 32 of 46  1.3.3 hosted subscription services provided by Flash through the Flash portal, FlashParking.com website, through any mobile application offered by Flash, or through any other means by which Flash chooses to deliver the Software in the future (“Subscription Services”); 1.3.4 merchant payment services for use with the Equipment and Services by means of a credit card, debit card, prepaid card, gift card, loyalty card, discount card or other means of payment, including crediting or debiting such cards (“Payment Gateway Services”). Payment Gateway Services will conform at all times to applicable laws pertaining to PCI compliance. Payment Gateway Services are rated as a DSS Level 1 for PCI Compliance. 1.3.5 Final inspection, configuration, start-up, testing and enrollment services required to bring the Equipment and Services into full operation, including confirming appropriate interface/communications with the Flash data center(s) (“Commissioning Services”). 1.4 Additional Flash Offerings may come available over time and a description and any necessary terms for those Flash Offerings will be captured by an Addendum to this Agreement. 1.5 Flash may subcontract any Service in whole or in part to subcontractors selected by Flash. Any subcontractors will be required to comply with this Agreement and Flash will be responsible for their performance. Customer shall cooperate and assist Flash and its subcontractors as reasonably requested by Flash as necessary to facilitate the provision of such Services as described in the applicable Statement of Work. Subcontractors subject to City approval as per the terms found in Contract Section 2 D. 1.6 The Parties shall cooperate so Flash can provide Installation Services in an efficient and timely manner. 1.6.1 In the event any Installation Services are completed by a third- party not directly under Flash’s supervision: (a) Flash will not bear any risk associated with the Installation Services and (b) Customer shall be responsible for ensuring that the Installation Services will be and are consistent with Flash specifications and all documentation, requirements, and procedures made available to Customer. 1.6.2 Regardless of who provides the Installation Services, the cost of obtaining all required local electrical/site/construction licenses, permissions, and permits necessary to allow the installation to lawfully proceed shall be Customer’s responsibility. 1.7 Commissioning Services shall follow Flash’s standard procedures to confirm the Flash OS operates in conformance with the terms of this Agreement. Failures caused by Flash shall be rectified solely at Flash’s cost. Failures caused by the Customer may be rectified by Flash at Customer’s Page 33 of 46  sole expense and Flash will bill Customer using Flash’s then-standard commercial time and materials rates. This includes travel and per diem expenses and shall be payable to Flash in accordance with the payment terms of the Agreement. Notwithstanding the foregoing, if such additional cost will result in the parties exceeding the maximum limiting amount of the PSA, a Change Order (defined below) shall be required, to which the City shall not unreasonably withhold, condition, or delay its consent. 1.8 Either Party may request changes to the Professional, Installation and/or Commissioning Services to be provided by Flash (a “Change Order”). Once the Parties agree to a Change Order, Flash will prepare a written description of the agreed-upon changes, including additional fees to be charged, which must be signed by both Parties before it is binding on the Parties. While the Parties are discussing a Change Order request, Flash shall continue to work in accordance with the existing Statement of Work. 2 General Use; Use Restrictions 2.1 Subject to the terms and conditions set forth in any Statement of Work, Customer is hereby granted a restricted, limited, revocable, non-transferable, non- exclusive license to use the Equipment, Software and Services (collectively, the “Flash Offerings”). Customer access will be limited to the permitted users identified by Customer, each of whom is an employee or authorized agent or contractor of Customer. Customer’s rights are personal, non-transferable, non-sub licensable, and non-exclusive. Customer’s access to Flash OS may be terminated and this license revoked by Flash upon any breach by Customer of this Agreement or any additional terms and conditions that may be set forth in separate Statement of Work, attachments, or other valid documents provided to Customer in accordance with this Agreement. Prior to termination of Customer’s access to Flash OS, Flash shall give Customer thirty (30) days to remedy the cause of the termination. 2.2 Except as expressly permitted herein or in any applicable Statement of Work, Customer will not alter, modify or adapt any Flash Offerings. This includes but is not limited to: (a) translating or creating derivative works of the Offerings or any data or content contained therein; or (b) distributing, reselling, permitting access to, publishing, commercially exploiting, disclosing or otherwise transferring or making the Flash Offerings available to any other person or organization. Customer agrees that any user identifications, passwords or other entitlement information related to Customer’s authorized users shall be maintained in confidence and used only by the user to which such information is assigned. Customer agrees to use the Flash Offerings only as expressly permitted by this Agreement and in accordance with all applicable laws, rules and regulations. Customer shall have no rights or license of any kind with respect to the Flash Offerings other than as set forth in this Agreement. Customer agrees that, upon reasonable notice during the term of this Agreement, Flash may, at its Page 34 of 46  sole discretion, request documentation from Customer to confirm that Customer is compliant under the terms and conditions of this Agreement. 3 Confidential Information, Proprietary Information, and Intellectual Property Rights 3.1 All material, non-public, business-related information, written or oral, whether or not it is marked “Confidential”, that is disclosed or made available to Customer, directly or indirectly, through any means of communication or observation is “Confidential Information”. 3.2 Information owned by Flash to which Flash claims a protectable interest under law, which includes Confidential Information, shall be “Proprietary Information”. The following information, all as reasonably substantiated by documentation, however, is not Proprietary Information and Customer is not restricted as to its use or disclosure: (a) information already in the possession of, or already known to, the Customer as of the Effective Date, and not under any other obligations of confidentiality due to any other agreements between the Parties; (b) information that enters the public domain after the Effective Date, or which, after such disclosure, enters the public domain through no fault of the Customer; (c) information lawfully furnished or disclosed to the Customer by a non- party to this Agreement without any obligation of confidentiality; (d) information independently developed by any Party without use of any Proprietary or Confidential Information; or (e) information that is explicitly approved for release by Flash. 3.3 Customer agrees to hold in confidence all Proprietary Information that it receives from Flash. Customer will not disclose any of Flash’s Proprietary Information to any party or person whatsoever unless it is a Customer employee or agent that is on a need to know basis for such Proprietary Information consistent with the purpose for which it was disclosed. Customer will only use Flash’s Proprietary Information for the purpose for which it was originally disclosed. Customer is not permitted to directly or indirectly, under any circumstances, use any of Flash’s Proprietary Information for any purpose that is in any way detrimental to Flash. This includes, but is not limited to, contracting with Flash’s employees, consultants, contractors, vendors or partners to provide services to Customer similar to those provided to Customer by Flash. Customer shall take reasonable precautions to protect the confidentiality and value of Flash’s Proprietary Information, including measures to prevent loss, theft and misuse. Customer shall immediately give notice to Flash of any unauthorized use or disclosure of Flash’s Proprietary Information. Customer agrees to assist Flash in remedying any unauthorized use or disclosure of Proprietary Information caused by such Customer. Customer acknowledges expressly that each and every one of its employees and agents are bound to the terms and conditions of this Agreement and that Customer is solely responsible for any breach of this Page 35 of 46 Agreement by any of its representatives including, without limitation, any improper use or disclosure by its representatives of Flash’s Proprietary Information. 3.4 Upon written request and as directed by Flash, the Customer will promptly return or destroy all Proprietary Information received from Flash, including all copies of the information thereof. Upon the request of Flash, the Customer shall furnish to Flash an affidavit providing assurances as to the return or destruction of Flash’s Proprietary Information. 3.5 A disclosure of Confidential or Proprietary Information in response to a valid request by a court of law or other governmental body or otherwise required by law is not considered to be a breach of this Agreement or a waiver of confidentiality for other purposes. Before any such disclosure, Customer shall provide prompt written notice to Flash and reasonably cooperate with Flash in seeking a protective order or preventing disclosure. Flash understands that the City is subject to the Vermont Public Records Act, as further set forth in the PSA. 3.6 All materials transmitted from Flash to Customer which includes any Proprietary Information are to remain the sole and exclusive property of Flash. The Agreement and transmission or disclosure of any Proprietary Information from Flash to Customer does not grant the Customer a license or ownership of any kind. Flash retains all right, title and interest in all now known or hereafter known or developed tangible and intangible intellectual property, including without limitation, all: (a) rights associated with works of authorship throughout the universe, including, but not limited to, copyrights, moral rights and mask works; (b) trademarks, services marks, trade names and any other indicia of origin; (c) technical and non-technical information (regardless of whether such information is in tangible or intangible form) including source code, object code, computer code, data, ideas, concepts, formulae, methods, techniques, processes, financial business plans and business methods (including any derivatives of any of the foregoing) that derive economic value, actual or potential, from not being generally known to other persons who could obtain economic value from the disclosure or use thereof, and which are the subject of efforts that are reasonable under the circumstances to maintain their secrecy (“Trade Secrets”); (d) patents, pending patent applications, designs, algorithms and other industrial property rights; (e) other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated, including “rental” rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise; and (f) registrations, initial applications, renewals, extensions, continuations, divisions or reissues now or hereafter in force including any rights in any of the foregoing, (collectively, “Intellectual Property”). Customer covenants not to prejudice or impair the interest of Flash in any of its Intellectual Property. At no time shall Customer challenge or assist others to challenge any of Flash’s Intellectual Property or the registration thereof. Page 36 of 46  3.7 All obligations and restrictions of confidentiality and ownership of Propriety Information under this Agreement shall survive the termination of this Agreement. 3.8 Advertising and Public Disclosures. Contractor shall not include any reference to this Agreement or to work performed hereunder in any of its advertising or public relations materials without first obtaining the written approval of the Director or their authorized representative. Any oral presentation or written materials related to Customer shall include only presentation materials, work product, and technical data which have been accepted by the City, and designs and renderings, if any, which have been accepted by the City. Contractor shall notify the Director in advance of the date and time of any such presentations. Nothing herein, however, shall preclude Contractor’s transmittal of any information to officials of the City, including without limitation, the Mayor, the CEO, any member or members of Burlington City Council, and the Auditor. 3.9 Flash hereby authorizes Customer the right to seek use of any Flash trademarks and logos (the “Marks”) in its marketing and promotional materials solely for cross-promotional purposes to identify that Customer uses Flash Offerings (“Purpose”) and must be used according to any Flash guidelines (“Guidelines”). The Guidelines may be updated by Flash periodically. Customer shall not use the Marks for any other Purpose without Flash’s prior written authorization, which can be denied for any reason. Customer agrees that it shall not harm, misuse, or bring into disrepute the Marks. All uses of the Marks pursuant to this Agreement shall inure to the benefit of Flash. Customer may not use or register, or otherwise claim rights in the Marks, including as or as part of any trademark, service mark, Flash name, trade name, username, domain registration or copyright. Flash may revoke permission to use the Marks at any time. 4 Payment Terms 4.1 Flash shall invoice Customer for recurring software license fees that relate to the operation of Equipment upon successful Commissioning Services or in no event later than 120 days after the execution of the Statement of Work. Customer may elect to pay any recurring software license fees annually. The first invoice will be upon successful Commissioning Services but in no event will such invoice be later than 120 days after execution of an Statement of Work unless otherwise agreed to by the Parties. Subsequent annual fees will be invoiced annually in advance. 4.2 Customer acknowledges and agrees that certain Flash Offerings contain or require the payment of recurring Monthly Program Fees, which will be set forth in the applicable Statement of Work or addendum provided to Customer by Flash. Customer is responsible for the timely payment of any Monthly Program Fees regardless of actual usage in any particular month. Customer shall be invoiced monthly for any such Monthly Program Fees. Page 37 of 46  4.3 Additionally, Customer shall be responsible for any additional taxes incurred by Customer’s tax elections made following the invoice date. The prices provided to Customer from Flash may not include all applicable taxes due. Customer may be tax exempt from certain taxes and will provide tax exempt certificates where applicable. 4.4 Certain Flash Offerings may require Customer to pay fees regarding lost or damaged Equipment. Customer acknowledges and agrees that it understands under this Agreement Flash reserves the right to charge Customer for any damaged, stolen, or lost Equipment to the extent such damage or loss is caused by Customer. 4.5 To the extent Customer disputes amounts due and owing on any invoice provided to Customer, Customer shall dispute such amounts within 14 days of the invoice date. Customer shall provide reasonable detail and support for any dispute. If Customer fails to meet these requirements, Customer shall have waived all rights to contest such fees and charges. 4.6 Customer acknowledges and agrees that Flash shall have a right to the fees charged for each transaction processed by Flash, including for transactions that are denied, returned or charged back as a result of a third-party denying such payment or refusing to honor such payment to Customer. Additionally, Customer acknowledges and agrees that certain Flash Offerings may contain gateway, surcharges or convenience fees for any payments collected on behalf of Customer. All such gateway, surcharge or convenience fees shall be captured in Flash’s invoice to Customer for the applicable Flash Offering. Customer agrees that Flash has the right to collect all such fees and costs relating to each use of each Flash Offering, whether or not Customer ultimately receives payment. Flash shall have the right to offset bad charges or refunded charges against future amounts due and owing to Customer from Flash as part of using any Flash Offering. 4.7 All required travel and expenses reasonably and actually incurred by Flash or Flash affiliates in delivering the Flash Offerings will be invoiced by Flash to Customer for payment upon successful Commissioning Services and payment is due 30 days from the date of the invoice. Current rates for Travel and Expenses can be found on our website. Travel expenses and approvals are addressed in Contract Section 5 F viii. 5 Delivery Unless otherwise specified in an Statement of Work, Flash shall arrange, with Customer’s full cooperation at Customer’s cost, the delivery of Equipment to a Customer facility where it is to be installed. The method of shipment and carrier shall be selected by Flash. Upon delivery at the Customer-designated facility (and subject to the Customer’s rights under the UCC to inspect the Equipment promptly and to reject any defective equipment, the title to and the risk of loss for the Page 38 of 46  Equipment shall pass to Customer and, thereafter, the risk of loss for the Equipment shall be borne solely by Customer. 6 Flash Policies Customer agrees to abide by and accept all policies and terms of use posted on Flash’s website or as posted in any of Flash’s applications, including, without limitation, Flash’s (i) Privacy Policy, (ii) the general Terms of Use, and (iii) all policies regarding use of Flash Offerings (collectively, “Policies”, each a “Policy”). The Policies may change from time to time in Flash’s reasonable discretion and Flash will post such changes on its website or provide such updated Policies to Customer. In the case of a direct conflict between any provision of a Policy and the provisions of this Agreement, the provision of this Agreement shall prevail. It is Customer’s sole obligation to read all Policies and updates, amendments, and supplements thereto. Customer’s continued access of the website and the Flash Offerings constitutes Customer’s assent to any changed terms of any of the Policies. 7 Customer Representations and Warranties and Covenants 7.1 Customer warrants that it is duly organized and validly existing under the laws of its state of incorporation or formation, has the necessary authority, licenses and other permissions to conduct the business in which it is currently engaged and is in compliance with all applicable laws. 7.2 Customer warrants that it has the legal capacity to agree to the terms of the Agreement, perform its obligations hereunder, has obtained and shall maintain all necessary authorizations or registrations from appropriate authorities to carry out the activities contemplated in the Agreement, and entering into the Agreement will not violate any applicable law or regulation. 7.3 Customer understands and agrees that to the best of its knowledge, the associated use of any Flash Offerings shall not (i) violate any law, rule or regulation applicable to Customer or (ii) be in breach of, or constitute a default under, the provisions of any agreement, instrument or undertaking by which Customer is bound. 7.4 Customer will provide Flash with all necessary cooperation in relation to the Agreement and all necessary access to such information as may be required by Flash to provide Flash Offerings as may be reasonably necessary. 7.5 Customer will carry out all of Customer’s responsibilities set out in the Agreement in a timely and efficient manner, and in the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, Flash may adjust any agreed level of Flash Offerings as may be reasonably necessary. Page 39 of 46  7.6 Customer shall maintain adequate insurance on the Equipment in Customer’s possession and control and to the extent requested by Flash, name Flash as an additional insured on all applicable insurance policies covering the Equipment. 8 Limited Warranty; Disclaimers; Remedies 8.1 Flash warrants to Customer, as the original purchaser (which warranty is not transferable), that Equipment shall be free from material defects in the material and workmanship under normal use, in accordance with Flash’s Policies and this Agreement, for a period of twelve (12) months from the date of original sale or transfer from Flash to Customer. This warranty shall not apply if Customer uses the Equipment in violation of this Agreement or any Policy or if the Equipment has been subject to accident, negligence, abuse, misuse, or criminal acts. 9 Survival Any provision of this Agreement which, by its nature, would survive termination of this Agreement shall survive any such termination of this Agreement, including, without limitation, Articles: 3 – Confidential Information, Proprietary Information, and Intellectual Property Rights, 4 – Fees, , and 9 – Survival. 10 Miscellaneous The Parties are independent contractors, and nothing in this Agreement will be construed to constitute or appoint any party as the agent, partner, joint venturer or representative of the other Party for any purpose whatsoever, or to grant to any party any right or authority to assume or create any obligation, express or implied, for or on behalf of any other, or to bind any other in any way or manner whatsoever. Any forbearance or delay on the part of a Party in enforcing any provision of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or of a right to enforce same for such occurrence or any future occurrence, notwithstanding the passage of time. No other party is intended, or shall be deemed, to be a beneficiary of any provision of this Agreement. This Agreement may be executed in counterparts, which counterparts, taken together, shall constitute one agreement and each Party hereto may execute this Agreement by signing such counterpart. This Agreement may be executed electronically, and an electronic version or other facsimile shall be treated as an original. Page 40 of 46  Board of Finance and City Council Submission Checklist Version: April 2025 Department: Airport Submitter: Nicolas Longo Request to Sign a Parking Access and Revenue Control System Agreement with Title/Subject: FlashParking Inc Approval Requested: Meeting Date: ☒ Board of Finance 8/4/2025 ☐ 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 7/25/2025 Nicolas Longo Mayor’s Office Yes 7/30/2025 Erin Jacobsen Board/Commission Yes 7/30/2025 Airport Commission City Attorney’s Office for memo and Yes 7/29/2025 Erik Ramakrishnan contracts or legal documents City Attorney’s Office for memo and Yes 7/28/2025 Erik Ramakrishnan motion(s) or resolution(s) CAO for budget, financing, and memo Yes 7/30/2025 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 41 of 46 BTV - Airport Garage Q-92729 Proposal for: BTV Airport 06-02-2025 Facility at: Burlington Intl Airport 1200 Airport Dr Ste 1 South Burlington, VT, 05403-6028 United States Created By: Iliya Kolev FlashParking, Inc. iliya.kolev@flashparking.com (617) 365-1800 FlashParking, Inc. | 2500 Bee Caves Road suite 400 Austin, TX 78746 | Sales@flashparking.com | (800) 213-3706 Page 42 of 46  Quote Summary - Term:60 months Monthly Recurring Product Type One-time Subtotal Subtotal Hardware $6,456.31 $199,079.37 Software $1,285.00 $0.00 Total $7,741.31 $199,079.37 Buyout Price $199,995.23 Page 2 of 6 Page 43 of 46  Product Details Product Name Quantity Smart Station Mini (RFID) 1 Custom Vinyl Wrap - Smart Station Wall Mount 0 Smart Station (RFID+Barcode+EMV) 14 Custom Vinyl Wrap - Smart Station Mini Hat 0 Flash Care Kit Mini-Level 2 0 Flash Care Kit Plus for Touchscreen kiosks 0 Flash Care Kit for Touch Screen Kiosk-EMV 0 Flash Care Kit for Touch Screen Kiosk 0 Flash Care Kit Mini-Level 1 0 Flash Care Kit Mini-Level 3 0 Flash Care Kit Plus for Touch Screen Kiosk-EMV 1 Smart Station Bank Note Recycler (BNR) FP Grey 3 Spare Cash Box for Bill Recycler 1 20' Straight Arm 1 Straight Gate Arm Care Kit 1 10' Straight Arm 14 Articulating Gate Arm Care Kit 1 LED Articulating Gate Arm Care Kit 0 Magnetic Access Pro-L Gate Column 1 Magnetic Gate Column 16 10' x 98" ADA Articulating Arm 2 LED Straight Gate Arm Care Kit 0 LC3100 HTS Lane Controller 0 950 W Heater 15 100 W Heater 1 3X6 ft Loop with 50 ft Lead in SC18-50 34 Commend Intercom System 0 Network Kit 1 Universal mounting pole 4 Digital Ticket Checkout (DTC) 1 Page 3 of 6 Page 44 of 46 24/7 Phone and Online Support 1 Full System Base Software - Flash 1 AVI Module 0 External Call Center Module 0 Network Kit Module 0 Validation Module 1 Mobile App Module (for managing parking operations) 1 Full System - Device Software License - Flash 15 Ongoing PCI compliance + Software Updates and general software patches 1 Digital Rate Display Module 0 Managed Network Services with 4G/LTE Back-up 1 Monthly Parkers Access via Mobile Phone (IVR) 1 VISION Monthly SAAS Per Device 13 FlashAccess Bluetooth-Module 1 Cash Acceptance Module 1 License Plate Recognition (LPR) Module 0 Video Damage Control Recording Camera System Module 0 Real-time Reporting Suite 1 Gate Installation 15 Cash Machine Installation 3 LPR Installation 13 Partner installation and/or Civil Work 1 Smart Station Installation 15 ParkWhiz Integration 1 Setup Fee 0 FLASH Permit 1 Travel & Expenses 1 Implementation Fee 1 Construction Implementation Fee 0 Shipping and Handling 47 PARCS Extended Warranty 0 PARCS Two Year Standard Warranty 15 EMV Gateway Setup 1 Page 4 of 6 Page 45 of 46 Software Suite and Configuration for FULL system-Flash 1 Commend Setup 0 Smart Station Combination Hat Kit FP Grey 2 Reservations 1 VISION 3XPOE+ Switch 7 Valet Kiosk Pay on Foot and Vehicle Request Module 0 Smart Station Hat FP Grey 11 VISION FVR-Mark4 13 FlashAccess Valet Access -Module 0 Page 5 of 6 Page 46 of 46