License Committee

City Council - License Committee Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 1st Floor Join from PC, Mac, iPad, or Android: https://zoom.us/j/91606862874 Phone one-tap: +13052241968,,91606862874# US Join via audio: +1 305 224 1968 US Webinar ID: 916 0686 2874 International numbers available: https://zoom.us/u/adKdjz8gTZ 1. Agenda Subject 1.1. Motion to adopt agenda Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 1st Floor Category 1. Agenda Department Council and Board Type Action Procedural Recommended Action Motion to adopt agenda 2. Consent Agenda Subject 2.1. Motion to adopt the consent agenda and take the actions indicated Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 1st Floor Category 2. Consent Agenda Department Council and Board Page 1 of 46 Type Action (Consent) Procedural Recommended Action Motion to adopt the consent agenda and take the actions indicated Subject 2.2. Communication: BPD, re: HOPE Works: March - Take Back the Night, April 29, 2025, 5 pm - 8 pm, UVM Royal Theater to City Hall Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 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: COTS Walk, May 4, 2025, 1 pm - 5 pm, start and end at Battery Park Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 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: National MS Society Walk, May 10, 2025, 9 am - 1 pm, 3-mile walk begins and ends at Rice Memorial High School Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 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. Communication: BPD, re: NAMI (National Alliance on Mental Illness) Vermont Walk, May 17, 2025, 12 pm - 3 pm, start and end at Church Street Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 1st Floor Page 2 of 46  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 2.6. Tobacco and Tobacco Substitute Endorsement Renewals (2025-2026): see attached list Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 1st Floor Category 2. Consent Agenda Department Clerk/Treasurer's Office Type Action (Consent) Recommended Action approve the 2025-2026 Tobacco and Tobacco Substitute Endorsement Renewals as listed Subject 2.7. Communication: BPD, re: Vermont City Marathon, May 25, 2025, 7 am - 4 pm Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 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 3. Deliberative Agenda Subject 3.1. 141 Maple Street - Landing area for front door and ADA accessible ramp - Pathways Vermont - DPW Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 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 Pathways Vermont at 141 Maple Street requesting use of the City Right of way for a ADA Accessible ramp and front door landing area to further recommend that the City Page 3 of 46  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 Subject 3.2. Special Event Indoor and Outdoor Entertainment Permit Application (one day only): Bern Gallery, 135 Main Street, Suite 101 Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 1st Floor Category 3. Deliberative Agenda Department Clerk/Treasurer's Office Type Action Recommended Action approve the one day only indoor and outdoor special event entertainment permit application for Bern Gallery, 135 Main Street, Suite 101, Friday, February 14, 2025, 12 pm - 5 pm, DJ (inside) and one small speaker (outside) 4. Adjournment Subject 4.1. Motion to adjourn Meeting February 4, 2025 - License Committee Meeting - Tuesday, February 4, 2025, 6:10 PM, Bushor Conference Room 1st Floor Category 4. Adjournment Department Council and Board Type Action 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 Page 12 of 46 Page 13 of 46 Page 14 of 46 Page 15 of 46 Page 16 of 46  2025-2026 Tobacco License and Tobacco Substitute Endorsement Renewals City Council License Committee Meeting, Tuesday, February 04, 2025 Tobacco: 802 BWS Artisan Vapor Company Burlington Bay Market and Café Garcia Tobacco Shop Pearl Street Pipe and Beverage Tobacco Substitute Endorsements: 802 BWS Artisan Vapor Company Bern Gallery Garcia Tobacco Shop Pearl Street Pipe and Beverage Page 17 of 46 Page 18 of 46  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: Alice Schwencke, Excavation Inspector, Department of Public Works DATE: December 11, 2024 CC: Laura Wheelock, P.E.; Division Director of Public Works/City Engineer Chapin Spencer, Director of Public Works. RE: 141 Maple Street – Landing area for front door and ADA accessible ramp – Pathways Vermont Request The Applicant, Pathways Vermont, INC, d/b/a Pathways VT, owner of the establishment located at 141 Maple, is requesting approval for an ADA Accessible entry ramp and front door landing area to exist in the public right-of-way. The request, if approved, will formally permit a permanent structure within City Right of Way in front of the establishment at 141 Maple, through a License Agreement with the City. 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 Pathway Vermont submitted an encumbrance permit application to the Department of Public Works on May 31th, 2024, requesting to occupy 100 square feet of City right-of-way space on Maple Street, directly in front of the business on the public sidewalk. The proposed new construction will occupy the area abutting the “sidewalk” area directly in front of 141 Maple. The designated 5’ wide concrete sidewalk will not be impeded in any way as the proposed construction is to be minimal one foot from the pre-existing sidewalk. The landing area will consist of a concrete pad that will adjoin with the current sidewalk to provide a safe access path for building tenants. The ADA ramp will be adorned with lattice work which will face the existing sidewalk to support plant growth suited for the area and will not interfere with the passing sidewalk traffic. The Applicant will be responsible for any future maintenance or repairs and any other conditions as defined in the License Agreement. Page 19 of 46 RE:141 Maple Street December 11th, 2024 Page | 2 of 2 Recommendation The Department of Public Works is supportive of entering into a License Agreement between the Applicant and the City. Thank you for your consideration of this request. Please do not hesitate to contact me directly at ASchwencke@burlingtonvt.gov or 802-495-6176 Attachment A. Application B. DPW Recommendation Form C. Photographs D. Certificate of Insurance Motions: License Committee: “To approve and recommend that the City Council approve the Encumbrance Application for Pathways Vermont at 141 Maple Street requesting use of the City Right of way for a ADA Accessible ramp and front door landing area 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 for Pathways VT Inc. at 141 Maple Street requesting use City Right of way for a ADA Accessible ramp and front door landing area 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 20 of 46 Dear Licensing Committee Members, The Department of Public Works recommends approval of the Encumbrance Permit Application submitted by Pathways VT for the use of 100 square feet of public right-of-way at 141 Maple Street. 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. Pathways VT is requesting this permanent encumbrance on the south side of Maple Street to construct a covered ADA-compliant ramp and landing which would occupy 100 square feet of City ROW. This will provide accessible access to the building's front entrance. 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. The proposed structure will not impede sidewalk plowing, general maintenance, or future reconstruction efforts. The DPW is confident that this encumbrance will not negatively impact the functionality of the public right-of-way. 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 21 of 46  ENCUMBRANCE PERMIT AND LICENSE AGREEMENT Pathways Vermont, INC. 1 Kennedy Drive Suite L2 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 Pathways Vermont, INC., property owner of a Vermont residential home located at 141 Maple Street Vermont (“Licensee”). The business type of Pathways Vermont, INC. is a Domestic Non- Profit Corporation. 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 141 Maple Street. The Licensee is seeking Covered ADA ramp and landing to front door which encroaches on city Right Of Way and abuts the City Sidewalk. 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 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 sidewalk directly in front of 141 Maple Street. E. “Property” means front porch and entryway at 141 Maple Street that are the subject of this Agreement. 3. EFFECTIVE DATE AND TERM A. Effective Date. Once executed by both parties 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 [04/30/2026]. 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 Page 22 of 46  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 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 and greenbelt adjacent to the property. v. Renewal. This agreement shall be renewable annually for a one (1) year term provided that Licensee submits a timely annual renewal application 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 install and maintain a front porch and front entryway to the building at 141 Maple Street for the term set forth in §2.B of this Agreement. Licensee may use and maintain the front porch entry way 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 B. 5. LICENSE CONDITIONS A. ADA Ramp. The covered ADA ramp and landing to the front door at 141 Maple Street must be maintained in full compliance with the Americans with Disabilities Act (ADA) standards. B. Property Modifications. If the property is modified in a way that affects the ADA ramp, landing, or related features, or if alterations are made that impact the existing building footprint or parking area, the covered ADA ramp and landing must be updated to meet ADA guidelines. Page 23 of 46  C. City Infrastructure and Right of Way Improvements. In the event that a City project involves right of way or infrastructure improvements on Maple Street or adjacent areas, which directly affect the existing ADA ramp and or landing, these features shall be restored or modified in coordination with the appropriate city department. Necessary updates will be made to comply with any new right of way adjustments or infrastructure changes, ensuring continued ADA accessibility and adherence to city standards. D. Maintenance. Licensee shall maintain the stairs and porch to the satisfaction of the City, which includes maintaining them in a safe, proper, and working condition. Licensee shall be solely responsible for all costs associated with maintenance, upkeep, and repair of the stairs and front porch. . Licensee shall pick up and sweep debris created by its use of the public right-of- way. E. Placement. The stairs and porch shall be placed and maintained in accordance with all conditions set by the Department of Public Works and shall not impede the City’s ability to maintain the road, sidewalk, parking meters, greenbelt, or any other City property. The stairs and porch shall not cause an obstruction or inconvenience to members of the public accessing the road, sidewalk, parking meters, greenbelt or any other City or private property. 5. PAYMENT FOR LICENSE A. License Fee. Licensee shall pay the City an 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 license fee for the period beginning [01/01/2025] and ending [04/30/2026]. C. Annual Renewal Fee. The Licensee is responsible for paying the City an annual renewal fee for the duration of this Agreement until its expiration on [04/30/2026]. Such renewal fees shall be due on or before the expiration of each term, and the Licensee shall remit payment in full by the specified due date of 04/30 . Failure to make timely payment shall result in the automatic expiration of this License and the termination of all rights granted herein. The City reserves the right to adjust the renewal fee amount as set forth in Attachment A during any period of the agreement. 6. INSURANCE A. 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. Page 24 of 46 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. 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. 7. 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, 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, and subcontractors on or related to Licensee’s use of the Premises or in connection with this Agreement or the rights granted to it under this Agreement. 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 immediately thereafter notify the Licensee in writing that a claim to which the indemnification provision may apply has been received. 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 t Licensee or any third party. 8. RESPONSIBILITY FOR SUPERVISION: Licensee shall assume responsibility for general supervision of its contractors and any subcontractors, 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 rights granted to Licensee under this Agreement. 9. 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. 10. 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. Page 25 of 46 11. 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. 12. 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. 13. 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 §14 shall constitute a discontinued use under §2.C.i of this Agreement. 14. LIMITATION OF RIGHTS Licensee acknowledges that no property interest or other right is created other than that specifically defined and limited by this Agreement. 15. 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. 16. 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. 17. 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. 18. THIRD PARTY BENEFICIARIES This Agreement does not confer any rights or remedies upon any person or entity other the Parties. Page 26 of 46 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. 19. 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: Certificate of insurance 20. ORDER OF PRECEDENT This Agreement shall control over any conflicting attachment. — Signature Page Follows — Page 27 of 46 21. 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. The Parties hereto have executed this Agreement LICENSEE [Pathways Vermont, INC.] [1 Kennedy Drive Suite L2] By: __________________________________ [Jane Van Buren / President] Date: ____________________ By:___________________________________ [Tim Wall/ Vice President] Date:____________________ By:____________________________________ [Maura Collins/ Treasure] Date:_____________________ CITY OF BURLINGTON Mayor Emma Mulvaney-Stanak By: _________________________________ Mayor Emma Mulvaney-Stanak Duly Authorized Date: ____________________ Page 28 of 46  ENCUMBRANCE PERMIT AND LICENSE AGREEMENT Pathways Vermont, INC. 1 Kennedy Drive, L2, 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 Pathways Vermont, Inc., a Vermont nonprofit corporation located at 1 Kennedy Drive, L2, 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 141 Maple Street. The Licensee has received approval to place an entry way landing area and ADA accessible ramp to the public right-of-way adjacent to the premises. D. Purpose. This Agreement sets forth the terms and conditions for the allowed 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, 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 sidewalk directly in front of 141 Maple Street. E. “Property” means the Landing area and ADA Ramp that is the subject of this Agreement. 3. EFFECTIVE DATE AND TERM A. 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. Licensee’s obligations hereunder for indemnification, defense, and restoration of the Premises and other City property shall survive expiration or termination hereof. B. Term. This Agreement shall commence on the Effective Date and expire on April 30th, 2026. C. Termination. This Agreement may be terminated as set forth in this paragraph (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, 1 Page 29 of 46  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 Premises, the sidewalk adjacent to the property, and any other City property damaged, destroyed, or otherwise affected by Licensee or its officers, employees, agents, customers/invitees, successors, or assigns, within seven (7) days of receiving written notice. v. Renewal. This agreement shall be renewable annually for a one (1) year term provided that Licensee submits a timely annual renewal application 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 install a front door landing area and ADA accessible ramp to serve the establishment located beyond the traveled path of the public sidewalk, directly adjacent to 141 Maple, totaling an area of 100 square feet for the term set forth above. Licensee may use and shall maintain the ADA ramp and front door landing area existing in the City’s right-of-way for the term set forth in §3.B of this Agreement. Licensee may use and maintain the ADA Ramp and front door landing area existing in the City’s right-of-way said items must be maintained and installed exactly as described in the plan approved by the Department of Public Works, which is attached hereto as Attachment C. 5. LICENSE CONDITIONS A. Maintenance. Licensee shall maintain the front door landing area and ADA ramp to the satisfaction of the City, which includes maintaining it in a safe, proper, and working condition. Licensee shall be solely responsible for all costs associated with maintenance, upkeep, repair, and replacement of ADA ramp anf front door landing area and restoration of the public right-of-way. B. Placement. The featured ADA ramp and front door landing area to be constructed and maintained in accordance with all conditions set by the Department of Public Works in the approved plan (Attachment C) and shall not impede the City’s or any other private or public 2 Page 30 of 46  utilities’ ability to maintain the road, sidewalk, parking meters, greenbelt, utility infrastructure, or any other City or private property. The amenity shall not cause an obstruction or inconvenience to members of the public accessing the road, sidewalk, parking meters, greenbelt or any other City or private property. Notwithstanding anything to the contrary herein, it is Licensee’s obligation to ensure the approved plan complies with applicable laws, including the Americans with Disabilities Act, all applicable regulations and design standards promulgated thereunder, and other applicable disability access laws. Any analysis done by the City regarding compliance of the plan with applicable laws is for the City’s sole and exclusive benefit, and Licensee shall not rely thereon. If the plan fails to comply with applicable laws, including disability access laws, then it is Licensee’s obligation to comply with the law and to request the City’s ratification of any change from the plan shown in Attachment C as soon as reasonably possible. An amendment to the plan in Attachment C to comply with applicable law shall require the written approval of the Public Works Director or designee without a formal amendment to this Agreement. C. Appearance. Licensee shall pick up and sweep debris created by its use of the public right-of- way. 6. PAYMENT FOR LICENSE A. License Fee. Licensee shall pay the City an 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 encumbrance and license fee for the period beginning April 30, 2025 and ending April 30, 2026. 7. INSURANCE A. 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 $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 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 at all times. 8. 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, 3 Page 31 of 46  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. 9. RESPONSIBILITY FOR SUPERVISION: Licensee shall assume responsibility for general supervision of its contractors and any subcontractors, 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. 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. 11. 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. 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 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 4 Page 32 of 46  (60) day period. Failure to comply with this section shall constitute a discontinued use under §3.C.i of this Agreement. 15. LIMITATION OF RIGHTS; PROPERTY TAXES Licensee acknowledges that no title, estate, leasehold, easement, or other property interest or other right is created other than that specifically defined and limited by this Agreement. Any property tax liability arising from this Agreement under Vermont law, notwithstanding the foregoing, shall be the sole responsibility of Licensee. 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, notwithstanding the passage of time. 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 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. 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. 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. MISCELLANEOUS If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder shall remain in effect as necessary to effectuate the original intent of the Parties as closely as possible; provided, however, that if any provision hereof relating to indemnification or defense for the protection of the City and its taxpayers is held to be invalid and unenforceable, then this Agreement shall have no further prospective force or effect, but it shall be enforced to the fullest extent allowed by law for the protection of the City and its taxpayers with respect to prior transactions and occurrences. This Agreement shall be construed according to Vermont law, notwithstanding conflicts of law principles, and venue for any dispute arising from this Agreement shall be proper in Chittenden County, Vermont, notwithstanding any other law. This Agreement shall not be construed its drafter. In case of any dispute arising from this Agreement, the prevailing party shall be entitled to attorneys’ fees and costs. 5 Page 33 of 46 21. ATTACHMENTS The following attachments are 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 22. ORDER OF PRECEDENT This Agreement shall control over any conflicting attachment. — Signature Page Follows — 6 Page 34 of 46 23. 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 Pathways Vermont Inc. By: __________________________________ Jane Van Buren President Date: ____________________ CITY OF BURLINGTON Mayor Emma Mulvaney-Stanak By: _________________________________ Mayor Emma Mulvaney-Stanak Date: ____________________ 7 Page 35 of 46  155 MAPLE STREET, EXAMPLE OF ADJACENT PROJECT 145-153 MAPLE STREET, EXAMPLE OF ADJACENT PROJECT EXISTING 144 MAPLE STREET WITH PORCH IN THE CITY RIGHT OF WAY WITH PORCH IN THE CITY RIGHT OF WAY PROPOSED COVERED ADA RAMP AT 144 MAPLE STREET EXG DRIVEWAY EXG TREE MTL HANDRAILS, TYP EXISTING SIDE WALK PROPOSED PLANTING CONCRETE STEP DN COLUMN, TYP EDGE OF WALL TO STONE DRIP EDGE EXG SIDE WALK EDGE OF WALL TO CONCRETE CURB WAL, TYP EXG SIDE WALK 5" PLANTING 1'-3" SIDEWALK 11" PROPOSED PLANTING (2) RISERS DN RAMP, LANDING AND WALLS- 100 SF TOAL AREA STONE DRIP EDGE 3'-0" RAMP DOWN LANDING EXG DRIVEWAY 4'-9 1/2" PROPERTY LINE 145-153 144 MAPLE STREET MAPLE STREET 139 MAPLE STREET 152 STREET PLAN 1 Scale: 3/8" = 1'-0" 0 5 7 9 FT # Duncan SOTERIA HOUSE Wisniewski A RCH I TECTURE DATE: 11.05.2024 DRAWN: ABC BURLINGTON VERMONT COPYRIGHT © 2024 ALL RIGHTS RESERVED DUNCAN • WISNIEWSKI ARCHITECTURE PERMIT SET 255 SOUTH CHAMPLAIN STREET BURLINGTON, VERMONT 05401 A1-2 A Professional Corporation T: 802.864.6693 Page 36 of 46 11/27/24, 8:34 AM REN-24-14 City of Burlington, VT November 27, 2024 REN-24-14 Primary Location Applicant ROW Encumbrance 141 Maple Street Arthur Chukhman Permit Burlington, VT 05401 802-734-2293 Status: Active arthurc@duncanwisniewski.com Owner Submitted On: 11/5/2024 255 South Champlain Street CHAMPLAIN HOUSING TRUST Burlington, VT 05401 88 KING ST BURLINGTON, VT 05401 Right-of-Way Encumbrance Application Type of Encumbrance Requested* Long-Term Encumbrance (More than 60 Days) Encumbrance Description* Covered ADA ramp and landing to front door. Location of Encumbrance * 141 Maple Street The length of Long-Term Encumbrances (years) are negotiated on a case-by-case basis, and may be renewed at the request of the applicant. Encumbrance Term (Years) Encumbrance Start Date 50 01/31/2025 Encumbrance End Date Area Encumbered (Square Feet) 12/31/2034 100 https://burlingtonvt.workflow.opengov.com/#/explore/records/307519/react-form-details/307519 Page 37 of1/8 46 11/27/24, 8:34 AM REN-24-14 Company Information Company Name DBA Name Pathways Vermont Jenny Johnson Phone FAX 802 489 8500 Street Address City, State Zip 1 Kennedy Drive Suite L2 South Burlington, VT 05404 Email Jenny@PathwaysVermont.org https://burlingtonvt.workflow.opengov.com/#/explore/records/307519/react-form-details/307519 Page 38 of2/8 46 11/27/24, 8:34 AM REN-24-14 Instructions Please Attach: 1. Certificate of Liability Insurance with holder as the “CITY OF BURLINGTON, BURLINGTON PUBLIC WORKS, ENCUMBRANCE APPLICATION DEPT., 645 PINE ST, BURLINGTON, VT 05401”. 2. Endorsement to Insurance Policy (separate from the Certificate of Insurance) listing the Cancellation Policy as 15 notice for non-payment or 45 days for any other reason. 3. Endorsement to Insurance Policy (separate from the Certificate of Insurance) specifically listing the City as Additional Insured. 4. Sketch, photo, or blueprint of what you are proposing. 5. Check for Total Amount Due. ($25 Application fee + $1 per square foot) Encumbrance Not Valid until Permit is Issued. Permit will be Issued after City Council Approval. https://burlingtonvt.workflow.opengov.com/#/explore/records/307519/react-form-details/307519 Page 39 of3/8 46 11/27/24, 8:34 AM REN-24-14 Please Attach: 1. Certificate of Liability Insurance with holder as the “CITY OF BURLINGTON, BURLINGTON PUBLIC WORKS, ENCUMBRANCE APPLICATION DEPT., 645 PINE ST, BURLINGTON, VT 05401”. 2. Endorsement to Insurance Policy (separate from the Certificate of Insurance) listing the Cancellation Policy as 15 notice for non-payment or 45 days for any other reason. 3. Endorsement to Insurance Policy (separate from the Certificate of Insurance) specifically listing the City as Additional Insured. 4. Sketch, photo, or blueprint of what you are proposing. 5. Check for Total Amount Due. ($25 Application fee + $1 square foot) Permit will be Issued after City Council Approval. Permit Not Valid until Fee Payment is Received. https://burlingtonvt.workflow.opengov.com/#/explore/records/307519/react-form-details/307519 Page 40 of4/8 46 11/27/24, 8:34 AM REN-24-14 Please Attach: 1. Certificate of Liability Insurance with holder as the “CITY OF BURLINGTON, BURLINGTON PUBLIC WORKS, ENCUMBRANCE APPLICATION DEPT., 645 PINE ST, BURLINGTON, VT 05401”. 2. Endorsement to Insurance Policy (separate from the Certificate of Insurance) listing the Cancellation Policy as 15 notice for non-payment or 45 days for any other reason. 3. Endorsement to Insurance Policy (separate from the Certificate of Insurance) specifically listing the City as Additional Insured. 4. Sketch, photo, or blueprint of what you are proposing. 5. Check for Total Amount Due. ($25 Application fee + $1 per square foot) Permit will be Issued after City Council Approval. Permit Not Valid until Fee Payment is Received. Application Fee: $25 + $1 per square foot encumbered. Jurisdiction BCO 27-31(a) It shall be unlawful for any person, firm or corporation to temporarily obstruct a street or sidewalk without first obtaining a written permit therefor from the director of public works or his or her designee, except as hereinafter provided. Within the Church Street Marketplace District on any portion of Church Street, College Street, Bank Street, or Cherry Street used for vehicular traffic, the director of public works or his or her designee shall not issue a permit until the executive director of the Church Street Marketplace department approves of such obstruction. In the inner two (2) pedestrian blocks of the marketplace district, the executive director of the Church Street Marketplace department shall have exclusive jurisdiction to issue permits. https://burlingtonvt.workflow.opengov.com/#/explore/records/307519/react-form-details/307519 Page 41 of5/8 46 11/27/24, 8:34 AM REN-24-14 Required Documentation Certificate of Insurance Insurance Expiration Date – Endorsement of Additional Insured Endorsement for Cancellation Site Map or Photograph(s) Reporting Encumbrance For: – City Department Review Attorney Sign Off Attorney Sign Off Date – Right-of-Way Sign Off Right-of-Way Sign Off Date – City Council Review City Council Meeting Date City Council Approval – https://burlingtonvt.workflow.opengov.com/#/explore/records/307519/react-form-details/307519 Page 42 of6/8 46 11/27/24, 8:34 AM REN-24-14 City Council Approval Date – Attachments SH_241105_Encumbrancepermit.pdf SH_241105_Encumbrancepermit.pdf Uploaded by Arthur Chukhman on Nov 5, 2024 at 11:14 AM Record Activity Arthur Chukhman started a draft Record 11/05/2024 at 10:43 am Arthur Chukhman added file SH_241105_Encumbrancepermit.pdf 11/05/2024 at 11:13 am Arthur Chukhman added file SH_241105_Encumbrancepermit.pdf 11/05/2024 at 11:14 am Arthur Chukhman submitted Record REN-24-14 11/05/2024 at 11:14 am OpenGov system altered payment step Encumbrance Fee Payment, changed 11/05/2024 at 11:14 am status from Inactive to Active on Record REN-24-14 OpenGov system completed payment step Encumbrance Fee Payment on 11/05/2024 at 11:17 am Record REN-24-14 OpenGov system altered approval step City Council Approval, changed status 11/05/2024 at 11:17 am from Inactive to Active on Record REN-24-14 OpenGov system assigned approval step City Council Approval to Alice 11/05/2024 at 11:17 am Schwencke on Record REN-24-14 Alice Schwencke changed the deadline to Nov 25, 2024 on approval step City 11/19/2024 at 8:17 am Council Approval on Record REN-24-14 Alice Schwencke added a guest: jenny@pathwaysvermont.org to Record REN- 11/25/2024 at 9:40 am 24-14 https://burlingtonvt.workflow.opengov.com/#/explore/records/307519/react-form-details/307519 Page 43 of7/8 46 11/27/24, 8:34 AM REN-24-14 Timeline Label Activated Completed Assignee Due Date Status 11/5/2024, 11/5/2024, Arthur Completed Encumbrance 11:14:38 - 11:17:52 AM Chukhman Fee Payment AM City 11/5/2024, Alice Active Council 11:17:52 - 11/25/2024 Schwencke Approval AM https://burlingtonvt.workflow.opengov.com/#/explore/records/307519/react-form-details/307519 Page 44 of8/8 46 Page 45 of 46 Page 46 of 46