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HomeMy WebLinkAboutAgenda - City Council - 06/10/2014 *Poy s ,' . . , l„ . . Vwr;ssu AGENDA SOUTH BURLINGTON CITY COUNCIL City Hall Conference Room 575 Dorset Street SOUTH BURLINGTON, VERMONT Special Session 6:00 P.M. Tuesday, June 10, 2014 1. Agenda Review: Additions, deletions or changes in order of agenda items. 2. Comments and questions from the public not related to the agenda. 3. Review and consider approval of Memorandum of Understanding relating to the use of the Underwood Property for agricultural purposes. 4. *"*Review and consider approval of Bond Allocation Agreement with Vermont Economic Development Authority. 5. Designate South Burlington Community Library at 540 Dorset Street, Healthy Living Market at 222 Dorset Street, and Hannaford Supermarket at 218 Hannaford Drive as public places for posting meeting agendas in accordance with 1 V.S.A. § 312(d)(1)(B). 6. Other Business: 7. Adjourn Respectfully Submitted: KeivLvv orni Kevin Dorn, City Manager ***Attachments Included Issues raised by Councilors or the public that have not been on a prior meeting agenda: 1. Policy regarding landscaping City-owned land and request from Hadley Road. 2. Encouraging litter removal by businesses and the public 3. Cost of development/cost of open space Public Sign-In June 10, 2014, Special City Council Meeting Please Print Name Name Name 1U4.44 18 35 2 19 36 3 20 37 4 21 38 5 22 39 6 23 40 7 24 41 8 25 42 9 26 43 10 27 44 11 28 45 12 29 46 13 30 47 14 31 48 15 32 49 16 33 50 17 34 51 `lam IV" southburlington VERMONT TO: South Burlington ' y Coin 'ty Man._er FROM: Jim Barlow,City Attor ...4�� SUBJECT: Bond Allocation Agreem• etween City and Vermont Economic Development Authority DATE: June 10,2014 I have reviewed the proposed Bond Allocation Agreement between the City of South Burlington and the Vermont Economic Development Authority(VEDA) in connection with renovations at Rice Memorial High School. These renovations,which have been proposed by the Roman Catholic Diocese of Burlington, Inc., (the"Diocese") are summarized in the May 23, 2104 letter from Martin A. Hoak to City Manager Kevin Dorn. By way of background, under Section 265(d)of the Internal Revenue Code(the"Code")a municipality may annually designate up to$10,000,000 of its debt obligations as"bank qualified obligations." Bank qualified obligations typically include tax anticipation notes, capital leases, revenue bonds,and other forms of municipal debt. Banks are the primary purchasers of these obligations because the Code allows banks to deduct 80%of the carrying cost of the investment. Because of this deduction,the investing bank can pass a portion of the savings back to the municipal issuer by offering a lower interest rate. The Code further allows a municipality to allocate all or a portion of its annual bank-qualified obligation designation capacity to another party,thereby allowing that party to issue bank-qualified obligations to finance certain qualifying projects. In this case, it is proposed that the City allocate$8,500,000 of its bank qualified obligation designation capacity to VEDA. On the basis of this allocation,VEDA will issue a bank qualified$8,500,000 revenue bond. The lower interest rate charged to VEDA on repayment of the revenue bond will allow VEDA to loan money at a lower interest rate to the Diocese. The City is not being asked under the Bond Allocation Agreement to become an obligor on the VEDA revenue bond or to assume any liability for repayment of VEDA's loan to the Diocese. The Bond Allocation Agreement will not affect the City's credit rating, its statutory debt limit, or the City's ability to borrow money. However,the City's annual capacity to designate its debt obligations as bank qualified obligations will be reduced by$8,500,000 for calendar year 2014. 575 Dorset Street South Burlington,VT 05403 tel 802.846.4107 fax 802.846.4101 www.sburl.com The City Finance Director has assured that this capacity reduction is not an issue for the City. Therefore, assuming that the City Council concurs that renovations to Rice Memorial High School will be beneficial to the City, I am of the opinion that it is appropriate for the City to join with VEDA in the proposed Bond Allocation Agreement. Furthermore, based upon required contractual assurances made by the Diocese that no part of the renovation project will be used for any sectarian instruction or as a place of religious worship, I am of the further opinion that the City's participation in the proposed Bond Allocation Agreement comports with the Establishment Clause of the First Amendment of the United States Constitution and the Compelled Support Clause of Chapter I,Article 3 of the Vermont Constitution. 575 Dorset Street South Burlington,VT 05403 tel 802.846.4107 fax 802.846.4101 www.sburl.com ROMAN CATHOLIC DIOCESE OF BURLINGTON Fifty-five Joy Drive Post Office Box 2226 + South Burlington,Vermont 05407 (802) 658-6110 May 23, 2014 Mr. Kevin Dorn, City Manager City of South Burlington 575 Dorset Street South Burlington, VT 05403 Dear Mr. Dorn, I am writing on behalf of Rice Memorial High School of South Burlington,in my capacity as Finance Officer of the Roman Catholic Diocese of Burlington, also located in South Burlington. Rice is in the process of beginning a major renovation project, costing approximately $12 million, and is seeking the cooperation of the City of South Burlington. The renovation project will be bond financed involving TD Bank,N.A. and the Vermont Economic Development Authority. Rice Memorial High School would benefit by the bond financing being designated as "bank qualified"because it would result in a reduced interest rate. Bond financing becomes "bank qualified"when the municipality where the project is located agrees to allocate a portion its annual capacity to a project. I understand it is common for a municipality to allocate its capacity for bank qualified obligations to an organization when the municipality does not have projects of its own during a particular calendar year. This allocation has no impact on the municipality whatsoever. Consequently,while there is no cost to the city,by agreeing to assist Rice,the City of South Burlington would be aiding the renewal of a longstanding well-respected organization which has helped educate many of today's community leaders. Therefore, I ask the City of South Burlington to allocate$8.5 million(the amount to be financed) of its bank qualified bond capacity to the Rice Memorial High School renovation. project. I am enclosing with this letter a draft Bond Allocation Agreement provided to me by the Vermont Economic Development Authority for this purpose. Thank you for your consideration of this request. Sincerely, 4,6-4-71doc- • Martin A.Hoak Finance Officer -Enclosure- KEITH A.ROBERTS ADMITTED IN VT,NH PRIMMER PIPER EGGLESTON & CRAMER PC kroberts@ppeclaw.com TEL:(802)864-0880 FAX:(802)864-0328 150 SOUTH CHAMPLAIN STREET P.O.BOX 1489 BURLINGTON,VT 05402 May 21,2014 Kevin L. Dom City Manager 575 Dorset Street South Burlington,VT 05403-6234 Re: Rice Memorial High School/VEDA Financing Dear Mr.Dorn: I am writing at the request of Martin A.Hoak, Chief Financial Officer of the Roman Catholic Diocese of Burlington(the "Diocese"). Under Section 265(d) of the Internal Revenue Code (the "Code"), a municipality may designate annually up to $10,000,000 of its debt obligations as"bank qualified obligations" thereby allowing a bank to deduct all of its"cost of carry"for income tax purposes. Such designation by the issuing municipality occurs on a calendar-year basis. The Diocese is in the process of financing a major renovation to Rice Memorial High School located in the City of South Burlington(the"City"). This will be a bond financing involving TD Bank,N.A., and the Vermont Economic Development Authority("VEDA"). Being able to structure the financing around a bank qualified obligation will furnish the Diocese with an economic benefit in the form of reduced interest costs. The Code allows VEDA to issue a bank qualified obligation if the"host"municipality, that is the municipality in which the bond-financed project is located,allocates a portion of its annual bank qualified obligation capacity to financing for that project. An allocation by the City to the Diocese of the requested bank qualified obligation capacity related to financing for this project in no way commits the City to any direct or indirect liability for the debt evidenced by the VEDA loan to the Diocese. Such allocation also does not affect the City's credit rating or statutory debt limit or the City's ability to incur debt for its own governmental purpose. What such an allocation does is reduce the City's annual capacity for a "bank qualified"designation,meaning that the City's$10,000,000 annual amount for such a designation will be reduced by the amount it designates to the Diocese's project in the year that that project is financed. 1703633.1 VERMONT: BURLINGTON • MONTPELIER NEW HAMPSHIRE: LITTLETON • MANCHESTER • PORTSMOUTH WWW.PRIMMER.COM PRIMMER PIPER EGGLESTON& CRAMER PC Kevin L. Dorn May 21, 2014 Page 2 Thank you for your consideration of the Diocese's request. Please feel free to communicate with me if there are any questions, or if further information is needed. Very truly yours, 1�•G �CY Keith A. Roberts Cc: Martin A. Hoak, Chief Financial Officer Roman Catholic Diocese of Burlington P. O. Box 2226 South Burlington, VT 05407-2226 1703633.1 DRAFT DOCUMENT BOND ALLOCATION AGREEMENT This BOND ALLOCATION AGREEMENT is by and between the City of South Burlington,Vermont(the"City"), a body corporate and politic organized and existing under the laws of the State of Vermont, and the Vermont Economic Development Authority("VEDA"), a body corporate and politic and a public instrumentality organized and existing under the laws of the State of Vermont and is being entered into in connection with the issuance hereafter by VEDA of its $8,500,000 Revenue Bond(The . Issue, Series A) (the"Bond") for the benefit of the Roman Catholic Diocese of Burlington,Inc.,Rice Memorial High School(the "Borrower"), a nonprofit corporation organized under the laws of the State of Vermont. WHEREAS,VEDA is issuing the Bonds for the principal purpose of providing funds to the Borrower to finance the costs to the Borrower of acquiring, constructing,renovating, equipping and furnishing of a building or buildings(the"Project") located and to be located in South Burlington,Vermont,which are situated entirely within the geographical boundaries of the City; WHEREAS, in light of the location of the Project within the geographical boundaries of the City and the likelihood that the undertaking of the Project at such location will tend to promote the economic well-being of the City,the City and VEDA have determined that, as between themselves,the issuance of the Bonds will be entirely for the benefit of the City and not for the benefit of VEDA; WHEREAS, for the reasons set forth above,the City is willing to assist in the marketing of the Bonds to investors at the lowest possible yield by facilitating the designation of the Bonds as"qualified tax-exempt obligations"within the meaning of Section 265(b)(3)(B)of the Internal Revenue Code of 1986 (the "Code"); NOW,THEREFORE, in consideration of the mutual undertakings and covenants set forth below and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the City and VEDA hereby represent, agree and covenant as follows: 1. The City hereby represents and warrants that the aggregate amount of the Bonds and of any other tax-exempt obligations issued and reasonably anticipated to be issued by or on behalf of the City during calendar year 2014 does not exceed$10,000,000. 2. The City hereby covenants that,from and after the date hereof and for the remainder of calendar year 2014, it will refrain from designating,or causing to be designated,any issue of obligations as"qualified tax-exempt obligations"within the meaning of Section 265(b)(3)(B)of the Code if the aggregate amount of such issue,together with the amount of the Bonds and the amount of any other tax-exempt obligations previously designated by or on behalf of the City as "qualified tax-exempt obligations" during calendar year 2014 would exceed$10,000,000. 3. The City and VEDA hereby irrevocably agree to allocate 100%of the Bonds to the City for all purposes under Section 265 of the Code. DRAFT DOCUMENT 4. The City and VEDA agree that such allocation of the Bonds for purposes of Section 265 of the Code bears a reasonable relationship to the respective benefits to be received by the City and VEDA by virtue of the issuance of the Bonds. 5. VEDA will designate the entire $8,500,000 amount of the Bonds as "qualified tax- exempt obligations"for purposes of Section 265 of the Code at or before the time of issuance of the Bonds. This BOND ALLOCATION AGREEMENT may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. Dated as of: June, 2014. CITY OF SOUTH BURLINGTON, VERMONT By: Title: VERMONT ECONOMIC DEVELOPMENT AUTHORITY By: Manager VEDA No. 4A VERMONT ECONOMIC DEVELOPMENT AUTHORITY (To be completed by Municipal Planning Commission, Town Board of Selectmen or other appropriate municipal entity.) Name of Board or Conunission .FO INN 1DN Ci'iy nGo 'ci�r Description of Proposed Project or Industrial Park ke hP poi ld Municipality in which Proposed Project or Industrial Park is to be located The undersigned CI t COOPCr'I jj�� II (Board or Commission) of the City/Town of SC7t)IU Rt7Pi(' /oh) ,Vermont,after a study of the proposed project site, a review of municipal ordinances and applYcable land use plans and a general study of the effects of the Proposed Project or Industrial Park upon the municipality and region in which it is to be located,herewith submit the following findings at the request of the Vermont Economic Development Authority: 1. That the Proposed Project or Industrial Park(will) will not violate existing zoning ordinances, regulations or local land use plans, and will be located in a district zoned 2. That the Proposed Project or Industrial Parke(is not)in accord with a duly adopted municipal land use plan. 3. That the Proposed Project or Industrial Park(will) will no involve unusual costs to the community. If affirmative—estimate costs: Water Mains $ Street Extension$ Sewer Mains$ Other costs (itemized) $ 4. That the Proposed Project or Industrial Park(is not)in the best interests of the community for the following reasons and Gs notl supporte pp}:oxed by the above Board/Commission: 1KpcooeJlerks 10 �i e catkuct1 W'c`If 4S c& ao1/43 c©I{ttt J'y Date: Signatures: Page:6-W Gmail- Underwood land use https://mail.google.com/mail/u/0/?ui=2&ik=lff47ad706&view... Sophie Quest<quests600@gmail.com> Underwood land use Will Raap <Willr@gardeners.com> Wed, Jun 4, 2014 at 8:18 AM To: sophie quest<quests600@gmail.com>, "rosanne05403@aol.com" <rosanne05403@aol.com> How's this: In recent years the Underwood Farm was leased to a local farmer to grow GMO corn using Round-up (glyphosate)to manage weeds. Glyphosate moves into the soil from the corn plant and thus affects the soil ecology around the root zone. Officials at the States Agriculture Department who have studied the herbicide warn against the negative impact on soil health, Plant roots systems rely on a complex system of bacteria, fungi and minerals in the soil. The combination, in the right balance, helps protect the crops from diseases and improves plant health. Research indicates that glyphosate can alter the mix of bacteria and fungi that interact with plant root systems, making them more susceptible to parasites and diseases. Given that the Underwood farm is now a public asset it seems the best land stewardship to maintain and improve soil health should be used. As a new plan for the use of the Underwood Farm is developed by the City the land should be managed to restore soil health while reducing weed pressure. Weeds will begin going to seed this month so now is the time to cultivate and plant the crop. Ideally, the land will covered with a summer crop to reduce soil erosion and runoff. It would also be good to not use chemical herbicides and pesticides due to drift into bordering neighborhoods, further loss of soil quality and to preserve the option for some of the land to be used for certified organic farming in the future. Finally, planting a 'green manure'cover crop in the fall to protect the soil over the winter and to improve soil fertility when it is tilled in in the spring is ideal. It seems the Robert Mack proposal to plant sunflowers ASAP and to cover crop the land in the fall is a good transition plan the this land. 1 of 1 6/4/14 11:26 AM 6,0‘1141 south rli VERMONT MEMORANDUM CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION TO: South Burlington City Council and City Manager FROM: Jim Barlow, City Attorney SUBJECT: Memorandum of Understanding Between Robert Mack of Mack Farms and the City of South Burlington DATE: June 10, 2014 It has come to my attention that Mack Farms, Inc. of Charlotte is on the State of Vermont's list of debarred contractors. This list is maintained by the Department of Buildings and General Services at http://bgs.vermont.gov/purchasing/debarment. According to the website, the end of Mack Farms Inc.'s debarment period is May 22, 2015. Under 21 V.S.A. §1314a(f)(1)(B), an employer that fails to properly classify an individual for unemployment insurance purposes is "prohibited from contracting, directly or indirectly, with the State or any of its subdivisions for up to three years following the date the employer was found to have failed to properly classify, as determined by the Commissioner in consultation with the Commissioner of Buildings and General Services or the Secretary of Transportation, as appropriate." Similar debarment language is found in 21 V.S.A. §692(b)(failing to maintain workers compensation insurance) and 21 V.S.A. §708(a)(false representation for obtaining lower workers compensation premium). In my opinion,the Memorandum of Understanding between Robert Mack of Mack Farms and the City of South Burlington would amount to an indirect contract and would be prohibited under these statutes if Mack Farms, Inc. is presently debarred. I contacted Robert Mack this afternoon. He acknowledged that a fine had been paid to the State of Vermont (each of the three statutes above also provides for the assessment of a fine) 575 Dorset Street South Burlington,VT 05403 tel 802.846.4107 fax 802.846.4101 www.sburl.com but he said he believed that as of the date he paid the fine, he was no longer on the debarment list. I have left a voicemail message with Stephen Monahan at the Vermont Department of Labor to confirm whether Mack Farms Inc. is still debarred as indicated on the website. I have also sent him an email. As of the time of transmission of this memorandum, Mr. Monahan has not returned my call or replied to my e-mail. Given this outstanding issue, it is my recommendation that the City Council table consideration of the Memorandum of Understanding until it can be confirmed that Mack Farms, Inc. in not subject to debarment. In the alternative,the City Council could approve the Memorandum of Understanding pending confirmation that Mack Farms, Inc., is not presently subject to debarment. • 575 Dorset Street South Burlington,VT 05403 tel 802.846.4107 fax 802.846.4101 www.sburl.com Kevin Dorn From: Jim Barlow Sent: Tuesday, June 10, 2014 5:19 PM To: Kevin Dorn Subject: Fwd: Mack Farms, INc. Attachments: image001.png Kevin, See below. Recommend Council table consideration of MOU. Call if you have questions. Jim 598-3693 Sent from my iPhone Begin forwarded message: From: "Monahan, Stephen" <Stephen.Monahan@state.vt.us> Date:June 10, 2014 at 5:12:15 PM EDT To:Jim Barlow<jbarlow@sburl.com> Subject: Re: Mack Farms, INc. Dear Mr Barlow Mack Farms is still prohibited from contracting with the state or any of its subdivisions.The prohibition continues for a year and 11 days from today Thank you Sent from my iPhone JSM J. Stephen Monahan On Jun 10, 2014, at 2:14 PM, "Jim Barlow" <jbarlow@sburl.com>wrote: Mr. Monahan, Could you please confirm whether Mack Farms, Inc. of Charlotte is currently prohibited from contracting with the State or any of its subdivisions under2l V.S.A. §692(b), 21 V.S.A. §708(a), or 21 V.S.A. §1314a(f)(1)(B)? The Office of Purchasing& Contracting-- Debarment List at http://bgs.vermont.gov/purchasing/debarment indicates that Mack Farms, Inc. is currently debarred. Thank you. Jim James W. Barlow City Attorney City of South Burlington 575 Dorset St, South Burlington,VT 05403 jbarlow@sburl.com (P) 802-383-1781 (F) 802-846-4101 1 <image001.png> The contents of this e-mail message and any attachments are confidential and intended solely for the intended recipient.The information may also be legally privileged. If you have received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited. If you are not the intended recipient, please immediately notify the sender by reply e-mail or phone and delete this message and its attachments, if any. 2 Office of Purchasing & Contracting -- Debarment List I Buildings and General Services Page 1 of 2 .4. Buildings and General Services VETAgency of Administration Office of Purchasing Et Contracting -- Debarment List The Agency of Administration shall ensure that the state and any of its subdivisions do not contract, directly or indirectly, with employers who are prohibited from contracting by the commissioner of labor pursuant to 21 V.S.A. Sec. 692, 708, and 1314a or the commissioner of banking, insurance, securities (department of financial regulations), and health care administration pursuant to 8 V.S.A. Section 3661. The Act also requires the Secretary of Administration to maintain a public list of businesses that have been debarred. The Department of Buildings and General Services has been designated by the Secretary of Administration to maintain a current list of employers that have been debarred. Debarment Period: Name of Business: Beginning Date: End Date: M.B. Champlain Valley Auto Group LLC, Burlington & June 12, 2012 August 11, 2014 Colchester, VT Coblev, Inc. d/b/a/ Cobb Auto April 5, 2012 April 4, 2015 Saint Albans, VT Mack Farms, Inc. May 23, 2012 May 22, 2015 Charlotte, VT Samosaman Cafe, Inc Barre & South June 15, 2012 June 14, 2015 Burlington L&L Transit, Inc. d/b/a Yellow September 20, 2012 September 19, 2015 Cab of Burlington, Vermont Name of businesses will automatically be removed from the Debarment List at the end of the debarment period. For additional information pertaining to a debarment, please contact VDOL or DFR at the following: • (VDOL) (DFR) J. Stephen Monahan Dale Schaft "VDOL DFR P.O. Box 488 89 Main Street Montpelier Vermont 05601-0488 Montpelier, VT 05620 - 3101 Telephone: 802-828-2138 Telephone: 802-828-4872 http://bgs.vermont.gov/purchasing/debarment 6/10/2014 VPR: Farmworker Files Complaint For Unpaid Wages Page 1 of 2 VPR net Homo Farmworker Files Complaint For Unpaid Wages Supported By 11/19/10 7:34AM By John Dillon MP3 Download MP3 Thanks for (Host)A Mexican farmworker has filed a complaint against a Charlotte dairy supporting farm for unpaid wages. 'Vermont Pu ik Radio .} The worker says she and two other employees are owed more than$4,000. The worker says she was reluctant to come forward-because she is in the country illegally and is afraid of being deported. Become an Underwriter Find an Underwiter As VPR's John Dillon reports,the complaint highlights the difficulty undocumented workers face when they go to police or other authorities. (Dillon)About 1,200 to 1,500 undocumented workers are employed on Vermont's dairy farms. They live mostly in the shadows, in fear of deportation. Even a trip to the store can pose a risk that they'll run into police or border patrol. 'PLging NO} So when a 28-year-old woman from Chiapas,Mexico and her family went weeks without pay,she was reluctant to go public or to file a complaint with the state. (Fannworker) People would like to speak up but because we are undocumented that is the fear." (Dillon)The woman says she,her father and boyfriend are owed$4,494 dollars for their work in early November on the Mack dairy farm in Charlotte. Through an interpreter,the woman says she's speaking out now to get her money,and to warn other workers to stay away from the farm. (Farmworker) "I want people to know that these farm owners treat us poorly and people should know that and we want other Mexicans to know that they should not work there because they are not going to get paid." (Dillon)Robert Mack runs the dairy farm with his brother.He did not want to speak on tape. But Mack did not dispute how much money is owed the Mexicans. He said he does plan to pay them. The Mexican farm workers have filed a complaint seeking their back pay with the state Department of Labor. Brendan O'Neill is with the Vermont Migrant Farmworker Solidarity Project,a volunteer organization that assists undocumented workers. O'Neill helped prepare the complaint.He says http://www.vpr.net/news_detail/89330/farmworker-files-complaint-for-unpaid-wages/ 6/10/2014 11PR: Farmworker Files Complaint For Unpaid Wages Page 2 of 2 undocumented workers feel they have little legal recourse when faced with unsafe working conditions or unpaid wages. (O'Neill) "It is an unequal relationship and the entire system in this case is exploiting both farm workers and farmers, really.No dairy farmer is getting rich right now off their work their doing, or their workers." (Dillon)O'Neill says of the hundreds of dairy farms in Vermont,he's heard of just four or five that are chronically late paying their help. Robert Appel is executive director of the Vermont Human Rights Commission. He says police and state agencies have made progress in recent years in allowing people to file complaints without being questioned whether they're in the country legally. (Appel) "In this particular case I understand the Department of Labor is quite willing to accept the wage claim without inquiring into immigration status. I've had conversations with the U.S. attorney and representatives of the office of attorney general who are concerned about these issues." (Dillon)Meanwhile,the Vermont attorney general is proposing a new policy that tries to protect undocumented workers who are victims of a crime from immigration enforcement. For VPR News, I'm John Dillon in Montpelier. Tags migrant farmworkers business 0 Comments t„_first`.,c ornme^'. Vermont Public Radio 36 Tray Avenue Colchester,VT 0544E 02)ri 5 9451 2013'Vermont Pubiic Radio http://www.vpr.netlnews_detail/89330/farmworker-files-complaint-for-unpaid-wages/ 6/10/2014 MEMORANDUM OF UNDERSTANDING By and Between THE CITY OF SOUTH BURLINGTON and ROBERT MACK This Memorandum of Understanding (MOU) is made this day of June, 2014, by and between the City of South Burlington, a Vermont municipality located in Chittenden County (the "City"),and Robert Mack of .Pt ("Mr. Mack"), for the purpose of allowing Mr. Mack to conduct specified agricultural activities on the City-owned property more particularly described below. WHEREAS, Mr. Mack is a local contract farmer and owner of Mack Farms, and has farmed a number of lands in the local area with years of experience, and; WHEREAS, in February 2013, the City acquired the entire 60.7 acre parcel of land at 1600 Spear Street (the "Property"), commonly known as the Underwood parcel, and; WHEREAS, Mr. Mack has submitted a proposal for plowing and seeding the land with a no-cost cover crop option of preparing the soil and planting non-GMO sunflowers, which will belong to Mr. Mack at harvest; NOW THEREFORE, the City and Mr. Mack,for the commitment set forth herein, do hereby state their understanding and intentions to be as follows: The City will: 1. Provide Mr. Mack with the exclusive use of that portion of the Property described below for the purpose of growing and harvesting sunflowers during the 2014 growing season at no cost. 2. The area for the growing and harvesting of sunflowers on the Property is generally depicted on the attached map. Areas immediately outside the designated use for growing and harvesting shall be used solely for vehicle access to and from the designated area authorized for growing and harvesting, and shall be as close as practicable to the designated area. Mr. Mack will: 1. Plow, till, and harvest the Property as depicted on the attached map during the 2014 growing season; 2. Make use of the sunflower grown and harvested on the Property; 3. Not apply any pesticides or herbicides to the Property; 4. Plant only crops,the DNA of which has not been modified using genetic engineering techniques; 5. Communicate any questions or concerns to City staff, and work to resolve any substantive questions, concerns, issues, or objections in a collaborative manner; 6. Plow under the sunflower crop after harvest and repair any significant rutting on the site and plant a winter cover crop before October 10, 2014; 7. Prior to commencement of activities described herein, provide the City with a certificate of insurance and liability in an amount of not less than $1,000,000 for the duration of his use of Property, naming the City as Additional Insured and listing the City as a Certificate Holder; 8. To the fullest extent permitted by law, indemnify and hold harmless the City from any and all claims, suits, liens,judgments, damages, losses, and expenses, including legal fees and all court costs, and liability (including statutory liability) arising in whole or in part and in any manner from injury and/or death of any person or damage to or loss of any property in connection with the performance of any work or any other act or omission in connection with Mr. Mack's and his agents', successors', and assigns' use, operation, repair, maintenance, or management of the Property. For any such claims, suits, liens,judgments, damages, losses, and expenses, Mr. Mack shall defend and bear all costs of defending any actions or proceedings brought against the City, its officers, elected officials, representatives, agents and employees, arising in whole or in part out of such act, omission, breach, or default. The foregoing indemnity shall include injury or death of any employee of Mr. Mack, and his agents, successors, and assigns and shall not be limited in any way by an amount or type of damage, compensation, or benefits payable under any applicable workers compensation, disability benefits or other similar employees benefit act; 9. Comply with all applicable Federal, State and local laws, ordinances, and regulations, including, but not limited to,Accepted Agricultural Practice Regulations promulgated by the Vermont Agency of Agriculture, Food and Markets; and, 10. Endeavor to maintain good relations with the public and any adjacent property owners and/or tenants. Mr. Mack shall not assign or transfer this Memorandum of Understanding or any interest herein or obligation hereunder, directly or indirectly without the prior written consent of the City. Any attempt to do so without the prior written consent of the City shall be null and void. Dated this day of June, 2014 j fin By: Date Robert Mack By: Date City of South Burlington Duly Authorized Agent spy m ur � _ . , ,, ,-4-'-- 3 . rz' jq vm .V rr F `, {y OTQ m i'Stf .. .`ems - .;. R-Q x y 13) t 5 F -: yes 4 c`R`' z ; + '.-..._..?".‘,,,,'T 7 • & , 0 73§ J�- 0, r 1: y '75a vr; � - "mob /i ii fig = 4 _