License Committee

City Council - License Committee Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Join from PC, Mac, iPad, or Android: https://zoom.us/j/97075250918 Phone one-tap: +16469313860, 97075250918# US Join via audio: +1 646 931 3860 US Webinar ID: 970 7525 0918 International numbers available: https://zoom.us/u/abvpedMUa4 1. Agenda Subject 1.1. Motion to amend/adopt agenda Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 1. Agenda Department Council and Board Type Action Procedural Recommended Action Motion to adopt agenda as amended as follows: add to the agenda item 3.4. 131 Battery-Encumbrance Permit Application -- Outdoor Tent sales area - DPW (per Excavation Inspector Alice Schwencke) 2. Consent Agenda Subject 2.1. Motion to adopt the consent agenda and take the actions indicated Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Consent Agenda Department Council and Board Type Action (Consent) Procedural Page 1 of 56 Recommended Action Motion to adopt the consent agenda and take the actions indicated Subject 2.2. Indoor and Outdoor Entertainment Permit Renewals (2026-2027): see attached list Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Consent Agenda Department Department of Finance and Administration Type Action (Consent) Recommended Action approve the 2026-2027 Indoor and Outdoor Entertainment Permit Renewals as listed with all standard conditions Subject 2.3. Tobacco License and Tobacco Substitute Endorsement Renewals (2026- 2027): see attached list Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Consent Agenda Department Department of Finance and Administration Type Action (Consent) Recommended Action approve the 2026-2027 Tobacco License and Tobacco Substitute Endorsement Renewals as listed Subject 2.4. Special Event Outdoor Entertainment Permit Application (one day only): South End Get Down, Brian's Automotive, 98 North Avenue, parking lot, Saturday, June 20, 2026, 5 pm - 10 pm Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Consent Agenda Department Department of Finance and Administration Type Action (Consent) Recommended Action approve the one day only special event outdoor entertainment permit application for South End Get Down, Brian's Automotive, 98 North Avenue, parking lot, Saturday, June 20, 2026, 5 pm - 9 pm Subject 2.5. Special Event Outdoor Entertainment Permit Application (every Friday from May 15 - September 4, 2026): South End Get Down, 377 Pine Street, parking lot, 5 pm - 11 pm Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 2. Consent Agenda Department Department of Finance and Administration Page 2 of 56  Type Action (Consent) Recommended Action approve the special event outdoor entertainment permit application (every Friday from May 15 - September 4, 2026) for South End Get Down, 377 Pine Street, parking lot, 5 pm - 11 pm 3. Deliberative Agenda Subject 3.1. Indoor Entertainment Permit Application (2026-2027): Mama Tried, 78 Pine Street Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Deliberative Agenda Department Department of Finance and Administration Type Action Recommended Action approve the 2026-2027 Indoor Entertainment Permit Application for Mama Tried, 78 Pine Street with the following conditions: all City permits need to be closed out and with all standard conditions Subject 3.2. Indoor Entertainment Permit Application (2026-2027): Upper Pass Beer Company, 1127 North Avenue, Suite 8 Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Deliberative Agenda Department Department of Finance and Administration Type Action Recommended Action approve the 2026-2027 Indoor Entertainment Permit Application for Upper Pass Beer Company, 1127 North Avenue, Suite 8 with all standard conditions Subject 3.3. Outdoor Entertainment Permit Application (2026-2027): SEABA, 400 Pine Street Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Deliberative Agenda Department Department of Finance and Administration Type Action Recommended Action approve the 2026-2027 Outdoor Entertainment Permit Application for SEABA, 400 Pine Street with all standard conditions Subject 3.4. 131 Battery-Encumbrance Permit Application -- Outdoor Tent sales area - DPW Page 3 of 56  Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 3. Deliberative Agenda Department Public Works Department Type Action Recommended Action to approve and recommend that the City Council approve the Encumbrance Application for April Cornell, LTD d/b/a April Cornell for the address located at 131 Battery Street, requesting use of the parking area for an outdoor sales area and to further recommend that the City Council authorize the Mayor to enter into a license agreement with the Applicant for use of the portion of the right-of-way outlined in the Application, subject to review by the City Attorney’s Office 4. Adjournment Subject 4.1. Motion to adjourn Meeting April 8, 2026 - City Council License Committee Meeting - Wednesday, April 8, 2026, 4:15 PM, Bushor Conference Room, 149 Church Street, 1st Floor Category 4. Adjournment Department Council and Board Type Action Procedural Recommended Action Motion to adjourn Page 4 of 56  2026-2027 Indoor/Outdoor Entertainment License Renewals City Council License Committee Meeting, Wednesday, April 8, 2026 UPDATED 040726 LO Indoor: American Flatbread – Burlington Hearth Butter Citizen Cider Doma Bar LLC Einstein’s Tap House Elk’s Club Finnigan’s Pub Olde Northender Pub Red Square SEABA Taco Gordo The Skinny Pancake Vermont Comedy Club Outdoor: Butter Elk’s Club Red Square The Skinny Pancake Page 5 of 56  2026-2027 Indoor/Outdoor Entertainment License Renewals City Council License Committee Meeting, Wednesday, April 8, 2026 Indoor: American Flatbread – Burlington Hearth Citizen Cider Doma Bar LLC Elk’s Club Olde Northender Pub Butter Red Square SEABA The Skinny Pancake Vermont Comedy Club Outdoor: Butter Elk’s Club Red Square The Skinny Pancake Page 6 of 56  2026-2027 Tobacco License and Tobacco Substitute Endorsement Renewals City Council License Committee Meeting, Wednesday, April 8, 2026 UPDATED 040726 LO Tobacco: Henry Street Deli JR’s Corner Store Momo’s Market Tobacco Substitute Endorsement: JR’s Corner Store Page 7 of 56  2026-2027 Tobacco License and Tobacco Substitute Endorsement Renewals City Council License Committee Meeting, Wednesday, April 8, 2026 Tobacco: JR’s Corner Store Momo’s Market Tobacco Substitute Endorsement: JR’s Corner Store Page 8 of 56 Page 9 of 56 Page 10 of 56 Page 11 of 56 Page 12 of 56 Page 13 of 56 Page 14 of 56 Page 15 of 56 Page 16 of 56 Page 17 of 56 Page 18 of 56 Page 19 of 56 Page 20 of 56 Page 21 of 56 Page 22 of 56 Page 23 of 56 Page 24 of 56 Page 25 of 56 Page 26 of 56 Page 27 of 56 Page 28 of 56 Page 29 of 56 Page 30 of 56 Page 31 of 56 Page 32 of 56 Page 33 of 56 Page 34 of 56 Page 35 of 56 Page 36 of 56  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: April 8 , 2026 CC: Laura Wheelock, P.E.; Division Director of Public Works/City Engineer Chapin Spencer, Director of Public Works RE: 131 Battery–Encumbrance Permit Application – Outdoor Tent sales area Request The Applicant, April Cornell, LTD, contracted by owner of the establishment located at 131 Battery Street, is requesting approval for a 10x10 tent on the East side of April Cornell in a free City parking lot. The tent is to remain there from 05/01/2026 until 10/20/2026 to exist in the public right- of-way. The request, if approved, will provide an outdoor sales area with protection from the weather and elements 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 April Cornell submitted an encumbrance permit application to the Department of Public Works on November 20, 2026 requesting to occupy 100 square feet (9.29 Meters Squared) of City right-of- way space on Battery Street, in the free parking area of the public right-of-way to accommodate a 10x10 (.929 x .929 meter squared) tent. The proposed encumbered area consisting of a 10’x10’ (.929 x .929 Meter Squared) will occupy the parking stall directly adjacent the establishment in front of the property. The 10x10 (.929 x .929 Meter Squared) tent meets all the requirements to occupy the public right- of-way and will not impede the sidewalk or traveled lanes on Battery Street. The free parking area on East of Battery Street is open to public use and not restricted by residential parking or time limited restrictions. The tent area will be used by the April Cornell during normal business hours. During times when the business is not open, the tent will remain in place overnight. The holes from the tent stakes will be repaired with an approved substance prior to winter. Page 37 of 56 RE: 131 Battery Street April 6th, 2026 Page | 2 of 2 The Applicant will be responsible for any future maintenance or repairs and any other conditions as defined in the License Agreement. The tent is expected to occupy the parking stall from May 1st 2026 to October 20th 2026. Items will be removed from the street at the end of the date for the winter months. 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. DPW Recommendation B. Application D. Certificate of Insurance E. Photo Motions: License Committee: “To approve and recommend that the City Council approve the Encumbrance Application for April Cornell, LTD d/b/a April Cornell for the address located at 131 Battery Street, requesting use of the parking area for an outdoor sales area and to further recommend that the City Council authorize the Mayor to enter into a license agreement with the Applicant for use of the portion of the right-of-way outlined in the Application, subject to review by the City Attorney’s Office.” City Council: “To approve the Encumbrance Application for April Cornell, LTD d/b/a April Cornell at 131 Battery Street requesting use of the parking area for an outdoor tent 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 Of- fice.” An Equal Opportunity Employer This material is available in alternative formats for persons with disabilities. To request an accommodation, please call 802.863.9094 (voice) or 802.863.0450 (TTY). Page 38 of 56 Dear Licensing Committee Members, The Department of Public Works recommends approval of the Encumbrance Permit Application submitted by April Cornell for the use of public right-of-way at 131 Battery. 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. April Cornell is requesting this permanent encumbrance on the west side of Battery Street, adjacent to business front. This encumbrance is to include a 10x10 tent in a parking spaces in front of 131 Battery, April Cornell. This 10’x10’ tent will provide outdoor sales area for the warmer months, by boosting the visibility of April Cornell and their sales. The proposed arrangement is in full compliance with the Burlington Code of Ordinances, specifically Section 27-31(a), which permits encumbrances exceeding 60 days with the approval of Licensing Committee Members. The Department of Public Works (DPW) recommends formalizing this through a structured License Agreement, with the ability to renew the permit yearly. We respectfully request that the Licensing Committee and City Council approve this proposal, contingent upon the aforementioned conditions and subject to review by the City Attorney’s Office. Thank you for your consideration on 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 39 of 56 REN-25-14 about:srcdoc Right-of-Way Encumbrance Application Type of Encumbrance Requested* Long-Term Encumbrance (More than 60 Days) Encumbrance Description* Location of Encumbrance * Will City Parking Spaces be Encumbered?* 131 Battery Street – Parking Encumbrance Fees Apply* – Page 40 of 56 1 of 8 4/6/2026, 11:12 AM REN-25-14 about:srcdoc 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 – 05/01/2026 Encumbrance End Date Area Encumbered (Square Feet) 10/20/2026 169 Company Information Company Name DBA Name CORNELL MAIN STREET LP April Cornell Phone FAX 802-448-3281 Street Address City, State Zip 131 Battery Street Burlington, VT 05401 Email MJBALLARD@APRILCORNELL.NET Instructions Page 41 of 56 2 of 8 4/6/2026, 11:12 AM REN-25-14 about:srcdoc 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. Page 42 of 56 3 of 8 4/6/2026, 11:12 AM REN-25-14 about:srcdoc 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. Page 43 of 56 4 of 8 4/6/2026, 11:12 AM REN-25-14 about:srcdoc 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. Page 44 of 56 5 of 8 4/6/2026, 11:12 AM REN-25-14 about:srcdoc 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 – Page 45 of 56 6 of 8 4/6/2026, 11:12 AM REN-25-14 about:srcdoc City Council Approval Date – Attachments COL.pdf COL.pdf Uploaded by Mary Jane Ballard on Nov 20, 2025 at 12:01 PM Record Activity Timeline Due Label Activated Completed Assignee Status Date Page 46 of 56 7 of 8 4/6/2026, 11:12 AM REN-25-14 about:srcdoc Due Label Activated Completed Assignee Status Date 11/20/2025, 12/12/2025, Mary Jane Completed Encumbrance - 12:03:16 PM 10:34:29 AM Ballard Fee Payment City Council 12/12/2025, Alice Active - - Approval 10:34:29 AM Schwencke Page 47 of 56 8 of 8 4/6/2026, 11:12 AM  ENCUMBRANCE PERMIT AND LICENSE AGREEMENT April Cornell Holdings, LTD. 131 Battery Street Burlington VT 05401 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, and April Cornell Holdings DBA April Cornell located at 131 Battery Street Burlington VT 05401, April Cornell. 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 131 Battery Street Burlington. Licensee has submitted a construction encumbrance application seeking the continued occupation of City right-of-way on Battery Street. According to Licensee’s application, it will cover 100 square foot area of free public parking. 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 Parking Space right-of-way on the West Side of Battery Street. directly in front of 131 Battery Street Burlington. E. “Property” means the commercial building lot located at 131 Battery Street in Burlington, Ver- mont, inclusive of the barricade fencing that are the subject of this Agreement. 3. EFFECTIVE DATE AND TERM A. Effective Date. This Agreement shall not be valid or enforceable until the Effective Date. The City shall not be bound by any provision of this Agreement before the Effective Date and shall have no obligation for any performance before the Effective Date or after the expiration or termination of this Agreement. 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 5/1/2026. C. Termination. This Agreement may be terminated as set forth in this paragraph (C). Upon 1 Page 48 of 56  termination, Licensee shall remove—at its own expense—all objects, materials, and other obstructions placed on the Premises. If Licensee refuses to promptly remove such obstructions, the City may remove all such obstructions and the Licensee shall be liable for all expenses of such removal. i. Discontinued Use. The City shall have the exclusive right to immediately terminate this Agreement should Licensee or a subsequent owner discontinue the licensed use of the premise. ii. Termination for Convenience. At any time prior to completion of services specified under this Agreement, the City may terminate the Agreement for any reason by submitting written notice via certified or registered mail to the Licensee, not less than fifteen (15) days prior to the termination date, of its intention to do so. The Licensee shall make no claim against the City by reason of such termination. iii. Breach. The City shall have the exclusive right to terminate this Agreement if Licensee is in breach of this Agreement. The City shall provide seven (7) days written notice in advance of the termination date. iv. Non-Compliance. If any of the License Conditions are not met to the satisfaction of the City, the Licensee will be responsible for restoration of the 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 10x10 tent for a sales area for outdoor sales on the sidewalk directly adjacent to 131 Battery Street, totaling an area of 100 square feet for the term set forth above. Licensee may use and shall maintain the outdoor seating area existing in the City’s right-of-way. LICENSE CONDITIONS The Premises shall be maintained in accordance with all conditions set by DPW. Such conditions shall include the following enumerated conditions, but may also be supplemented by DPW upon reasonable notice in the event DPW determines that the public safety, health and or welfare require such supplemental conditions: A. April Cornell shall take all reasonable precautions to protect the public from potential hazards resulting and emanating from the Premises due to activities related to the uses for which this encumbrance is permitted. B. April Cornell shall control the dust and dirt and other debris on the encumbered area and adjoining areas, including picking up and sweeping such dust, dirt and debris, working condition. 2 Page 49 of 56  All costs associated with the maintenance and upkeep of the encumbered area are solely the responsibility of April Cornell. C. April Cornell shall not allow obstructions and interferences in the lines of sight on the Premises or the adjacent area. D. April Cornell shall be responsible for the maintenance and associated repair of approximately 100 square feet of the street and sidewalk on Battery Street. E. The Department of Public Works reserves the right to extend this agreement for one additional year, provided that the licensee submit any and all documents required by the Department of Public Works that would warrant the extension of this agreement. 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 [05/01/2026] and ending [10/20/2026]. C. Parking Meter Fee. Licensee shall pay all associated parking meter fees. 6. 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 $100,000 each occurrence, $300,000 aggregate. B. Evidence. Prior to execution of this Agreement, Licensee shall furnish the City with a certificate of insurance and endorsement that includes the provision naming the City as an additional insured on a primary, non-contributory basis and waiving subrogation against the City. Licensee shall take all reasonable efforts to acquire an endorsement providing the City with thirty (30) days’ written notification of cancellation. If such endorsement is not reasonably available, then Licensee shall provide the City with notification of any impending cancellations within three (3) days after receipt of such notice from its insurance carrier. The current certificate of insurance and applicable endorsements are attached to this Agreement as Attachment D. C. Continuing Obligation. Licensee shall provide the City with an updated certificate of insurance and applicable endorsements annually on or before the certificate’s stated expiration. It is the responsibility of Licensee to ensure that a current certificate of insurance is on file with the City 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, penalties, fines, costs 3 Page 50 of 56  (including attorneys’ fees and costs), and damages arising as a result of the Licensee’s acts and/or omissions, and the acts and/or omissions of Licensee’s officers, directors, employees, agents, contractors, subcontractors, customers/invitees, successors, or assigns arising from or related to Licensee’s use of the Premises or in connection with this Agreement or the privileges granted to it under this Agreement, excepting claims arising from the City’s gross negligence or willful misconduct. If the City, its officers, officials, agents, or employees are notified of any claims asserted against it to which this indemnification provision may apply, the City shall promptly thereafter notify the Licensee in writing that a claim to which the indemnification provision may apply has been received. Licensee shall promptly retain counsel and otherwise provide a complete defense against the entire claim or suit. The City retains the right to participate, at its own expense, in the defense of any claim, and to approve all proposed settlements of clams to which this provision applies. Under no conditions shall the City be obligated to indemnify the Licensee or any third party, nor shall the City be otherwise liable for expenses or reimbursement including attorney’s fees, collection costs, or other costs, of the Licensee or any third party. 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 privileges 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. 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 privileges granted herein to the 4 Page 51 of 56  new owner of the Property for a period of sixty (60) days after closing. Any subsequent owner of the Property shall execute a new agreement with the City and provide proof of insurance within the sixty (60) day period. Failure to comply with this section shall constitute a discontinued use under §3.C.i of this Agreement. 14. 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. 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, 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. 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. 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. 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, except that 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 5 Page 52 of 56  prevailing party shall be entitled to attorneys’ fees and costs. 20. 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 Memo Form C. Attachment C: Photographs and Sketches of Encroachment D. Attachment D: Certificate of Insurance 21. ORDER OF PRECEDENT This Agreement shall control over any conflicting attachment. — Signature Page Follows — 6 Page 53 of 56 22. 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 April Cornell Holdings, LTD By: __________________________________ [Donna Larrabee, Director] By: ________________________________ [Susan Lindberg, Manager] Date: ____________________ CITY OF BURLINGTON By: _________________________________ Mayor Emma Mulvaney-Stanak Date: ____________________ 7 Page 54 of 56 Page 55 of 56 Page 56 of 56