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Home My WebLink AboutAgenda - City Council - 02/22/2022AGENDA SOUTH BURLINGTON CITY COUNCIL South Burlington City Hall 180 Market Street SOUTH BURLINGTON, VERMONT Participation Options In Person: 180 Market Street - Auditorium - Main Floor Assistive Listening Service Devices Available upon request: Reach out to staff or committee members before meeting begins Electronically:https://www.gotomeet.me/SouthBurlingtonVT/city-council-meeting02-22-2022 You can also dial in using your phone. +1 (224) 501-3412 Access Code: 597-189-581 Regular Session 6:30 P.M. Tuesday, February 22, 2022 1.Pledge of Allegiance (6:30 PM) 2. Instructions on exiting building in case of emergency and review of technology options –Jessie Baker, City Manager (6:31 – 6:32 PM) 3.Agenda Review: Additions, deletions or changes in order of agenda items (6:33 – 6:34 PM) 4.Comments and questions from the public not related to the agenda (6:35 – 6:45 PM) 5.Announcements and City Manager’s Report (6:45 – 6:55 PM) 6.Consent Agenda: (6:55 – 7:00 PM) A.*** Consider and Sign DisbursementsB.*** Approve minutes January 3rd, January 10th and January 18, 2022 from CCMeetings. January 24,2022 from Steering Committee Meeting.C.*** Award Bid for Kennedy Drive Crosswalk (at Twin Oaks) ProjectD.*** Authorize staff to execute the Stormwater System Engineering Agreements with Queensbury Road Housing Limited Partnership, 30 Community Drive, 55 CommunityDrive, Technology Park Campus, LLC; Greentree Owners Area Association, Inc.;Heathcote Associates, L.P.; The Windjammer Hospitality Group, LLC; Rice Memorial High School; and Ethan Allen Industrial Park Stormwater Management Association,Inc. 7.***Public Hearing on CDBG application warned for 7:00 pm and possible approval of thegrand application following the public hearing – Paul Conner, Director of Planning & Zoning(7:00 – 7:30 PM) 8.***Receive the FY21 Audit from RHR Smith – Andrew Bolduc, Deputy City Manager andMartha Machar, Finance Director (7:30 – 8:00 PM) 9.***Consider and possible approval of 3-year audit contract for RHR Smith FYs 22-24 –Martha Machar, Finance Director (8:00 – 8:10 PM) 10. ***City Pension Asset Update - Net Performance Report from the City's Pension Fund Manager – Andrew Bolduc, Deputy City Manager, Pat Blizzard, SEI Client Service (8:10 – 8:40 PM) 11. ***City Pension Actuarial Update - FY 21 Pension Valuation – Andrew Bolduc, Deputy City Manager, Erik Schait, Newport Group (8:40 – 9:10 PM) 12. ***Discuss funding received from the American Recovery Plan Act, discuss values for the use of these funds, and consider possible processes for moving forward – Andrew Bolduc, Deputy City Manager (9:10 – 9:40 PM) 13. ***Receive the January 2022 financial statements – Andrew Bolduc, Deputy City Manager (9:40 – 9:50 PM) 14. ***Consider and possible approval of a Charter Committee Resolution to expand membership and request review of governance models – Jessie Baker, City Manager (9:50 – 10:00 PM) 15. ***Convene as the South Burlington Liquor Control Commission to consider the following: Always Full Asian Market, LLC, Second Class License; Bliss Bee, First Class Restaurant/Bar License and Outside Consumption Permit; Bueno y Sano, First Class Restaurant/Bar License; Cheese Traders & Wine Sellers, Second Class License; Gracey’s Liquor Store, Second Class License; Gracey’s Store & Deli, Second Class License; Green Mountain Suites Hotel, First Class Restaurant/Bar License and Outside Consumption Permit; Guild Tavern, First Class & Third Class Restaurant/Bar License; Hannaford Supermarket & Pharmacy, Second Class License, Healthy Living Market and Café, Second Class License; Jiffy Mart #468 (Kennedy Drive), Second Class License; Old Post, LLC,(The), First Class & Third Class Restaurant/Bar License and Outside Consumption Permit(s) and Entertainment License; Simon’s Store & Deli (Shelburne Road), Second Class License; Skinny Pancake at the Airport, First Class & Third Class Restaurant/Bar License; Vermont Pool and Bar, First Class & Third Class Restaurant/Bar License and Outside Consumption Permit; Weird Window Brewing, First Class Restaurant/Bar License and Outside Consumption Permit - (10:00 – 10:10PM) 16. Receive an update on the tenancy of 19 Gregory Drive – Jessie Baker, City Manager (10:10 – 10:20PM) 17. Reports from Councilors on Committee assignments (10:20 – 10:30 PM) 18. Other Business (10:30 – 10:40 PM) 19. Consider entering executive session for the purposes of discussing (10:40 – 11:30 PM) • Possible Land Acquisition • Conduct the City Manager’s annual evaluation 20. Adjourn (11:30 PM) Respectfully Submitted: Jessie Baker City Manager *** Attachments Included CITY COUNCIL 3 JANUARY 2022 The South Burlington City Council held a regular meeting on Monday, 3 January 2022, at 6:30 p.m., in the Auditorium, City Hall, 180 Market Street, and by Go to Meeting remote participation. MEMBERS PRESENT: H. Riehle, Chair; T. Barritt, Sen. T. Chittenden, M. Cota ALSO PRESENT: J. Baker, City Manager; A. Bolduc, Deputy City Manager; J. Rabidoux, Public Works Director; P. Conner, Director of Planning & Zoning; I. Blanchard, Community Development Director; A. Parker, City Project Manager; L. Bresee, Energy Project Manager; M. Machar, D. Bugbee, C. Alexander, B. Sirvis, R. Greco, N. Hyman, D. Seff, J. Louisos, M. Ostby, D. Philibert, M. Reid, T. Duff, C. Frank, “L”, B. Britt, Beth, D. Leban, K. Ryder, F. VonTurkevich, S. Dooley, A. Gill, G. Henderson-King, R. Dahlstron, N. Helen, J. Duncan, A. MacIlwain, L. Kupferman, J. Davis, L. Poteau, J. Carroll, H. Head, LaLa, A. Long, A. Strong, A. & A. Chalnick, D. Long, T. Perrapato, S. Dopp, N. Mancuso, C. Jensen, S. Srinvasan, L. Yankowski, E. Langfeldt, P. Engels, L. smith, J. Bellevance, C. Trombly, L. Marriott, B. Bertsch, J. Bossange, V. Bolduc, J. Nadeau, J. Nick, D. Albrecht, Penne T., J. Burton, J. Duncan, L. Bailey, R. Cate, A. Senecal, M. O’Rourke 1. Instructions on exiting building in case of emergency: Ms. Baker provided instruction on emergency exit from the building and reviewed public participation via technology. 2. Additions, deletions or changes in the order of Agenda items: No changes were made to the agenda. 3. Comments and questions from the public not related to the agenda: Ms. Alexander asked the Council to take action against climate change to set an example for the rest of the country. 4. Announcements and City Manager’s Report: Mr. Chittenden expressed his gratitude to the Public Works Department and to First Responders who served the city over the holidays. CITY COUNCIL 3 DECEMBER 2022 PAGE 2 Ms. Baker: Provided a COVID update: between 16 and 29 December, there were 270 new cases in South Burlington, a significant increase. This will result in changes in city programming. Library “story time” and book discussions will virtual for the time being. The city will comply with State regulations regarding in person meetings, but will encourage people to attend remotely. The Fire Chief has expressed concern with some people not being able to access 911 because of some technological changeovers. The Library will be a permanent location for donations to the South Burlington Food Shelf. 5. Consent Agenda: a. Approve and Sign Disbursements b. Approve Minutes from 6 December 2021 and 20 December 2021 meetings c. Approve and authorize City Manager to execute SB Champlain Water District MOU on water infrastructure ownership & responsibilities d. Approve declaration of official intent to reimburse the City for expenditures from voter approved bond proceeds Ms. Riehle asked to add a sentence to the last paragraph of the Minutes of 6 December: Ms. Riehle stated that she believed that full mask coverage in all public buildings was preferable, but she would accept the compromise. Mr. Cota then moved to approve the Consent Agenda with the amendment to the Minutes of 6 December. Mr. Barritt seconded. Motion passed 4-0. 6. FY23 Budget: Special Funds, Penny for Paths/Open Space, Energy: Ms. Parker reported that the fund balance in the Open Space Fund is $786,943.58. In the past year, $67,064.21 was spent. The accumulated loan interest is $59,394.34. Ms. Parker then reviewed the highlights of 2021 including wetland delineation at Red Rocks Park, new wayfinding signage at Wheeler Nature Park, hiring a design firm for work at Hubbard Park, and the ability to have a full season of the Community Hike Series. CITY COUNCIL 3 DECEMBER 2022 PAGE 3 Projects removed from the priority list include the accessible path to picnic tables at Wheeler Nature Park and WVPD projects at Wheeler and Red Rocks Park. Expectations for 2022 include: improvements at Red Rocks Park, habitat management and more signage at Wheeler Nature Park, design work at Hubbard Park, and continuation of hiking series. Ms. Parker then reviewed Bike/Ped improvements. She showed a list of all projects for this year and beyond. The Bike/Ped Fund balance is $400,624.84. In 2021, $135,910.22 was spent. Highlights from 2021 include: the sidewalk at the “jughandle,” completion of the Allen Road shared path, the public forum for the Dorset Street shared path, funding for crosswalks on Williston Road and Hinesburg Rod, and receipt of a grant for the shared use path on Swift Street. Ms. Riehle noted that Mr. Britt had expressed concern that the Spear St. bike path was pushed ahead a few years. There was something said about an alternative route. Ms. Parker said there are 2 different projects involved. She thought Mr. Britt might be referring to the phase of the path to the town line which includes a road widening project. Mr. Britt said he was concerned with the road widening to add bike/ped lanes on either side of Spear Street when the committee is working on an off-road path. Ms. Parker then reviewed bike/ped projects removed from the list including Allen Road (completed), Kimball Avenue (which will be completed in 2022), Queen City Park shared use path, Vale Dr. to Spear Street path, Spear Street/UVM infrastructure, and Spear Street bike/ped improvements. Projects added to the FY23 CIP include: crosswalks at Dorset Street/Songbird Road, Patchen Road/Jaycee Park, and Kennedy Drive/Twin Oaks Drive, construction of a shared use path on Kimball Avenue, preliminary plans and public forums for the Spear Street shared use path, and construction of a permanent barrier on Dorset Street. Mr. Bresee then presented the Energy CIP overview. Projects include: facilities review and stewardship ($10,000/year). Mr. Bresee noted the tower at the Airport Parkway Wastewater Plant does not use as much energy as the 3 tanks beside it, so that plan was dropped. CITY COUNCIL 3 JANUARY 2022 PAGE 4 Key future projects include weatherization at Fire Station #2 ($160,000 for roof and windows replacement, programmed for 2029), and solar at the Airport Parkway Wastewater Treatment Plant which will be a simpler project based on what is being learned from Market Street. This will be coordinated with the water turbine project. Ms. Riehle said she thought there was concern with the amount of energy a municipality can generate for its own use. Mr. Bresee said the City is now twice the allowable limit. Mr. Cota noted that what can be sold back has been diminished. Mr. Bresee said the City will not be selling anything to Green Mountain Power. Mr. Bresee noted that all projects are funded through the revolving fund and are integrated with the CIP. He stressed that energy efficiency is best achieved in the design process. 7. Councilors’ Reports from Committee Assignments: Ms. Riehle: Airport Commission members received an email from Mayor Weinberger that the City of Burlington now wants to pay Commission members a small stipend. 8. Public Hearing on Proposed Amendments to the Land Development Regulations: Ms. Riehle reviewed the history and also noted that a second public hearing has been scheduled for 7 February. She noted that at the public hearing, the Council will not respond to public comment nor will members have a dialog among themselves. The Council will discuss comments at next week’s meeting. Ms. Riehle then thanked members of the Planning Commission and other committees for their countless hours of work on the LDRs and also members of the public who provided comments in writing. Mr. Barritt moved to open the public hearing. Mr. Cota seconded. Motion passed 4-0. Mr. Simoneau: Identified himself as a “housing advocate.” He then noted the history of the JM Golf land swap settlement which included the conserving of Wheeler Nature Park. He also noted the irony that if Wheeler had already been conserved, that settlement could not have happened. Mr. Simoneau felt the Council should spend more time vetting the unintended consequences of the proposed LDRs as things are changing very rapidly in the world. He said it makes sense to pause before making significant changes. CITY COUNCIL 3 JANUARY 2022 PAGE 5 Mr. Davis (representing the Lake Champlain Chamber of Commerce): He saw profound issues regarding housing in the new LDRs. He said the Chamber is working on state and local levels regarding housing. He stressed that South Burlington is a short distance from major employers. He cited the habitat blocks and other impediments that prevent density which would prevent sprawl. He also cited potential litigation and the probability that elements of the new LDRs will make smart growth and global warning actions hard to attain. “South Burlington should build more, not less.” Ms. Yankowski: Agreed with increased density of development but supported increased buffers to protect wildlife and waterways. Mr. Smith: Noted the resistance to change but acknowledged that the city needs housing/density as well as protection of natural resources. Ms. Bellevance: Felt the city has to address current realities and be good stewards of resources. She favored protecting all wildlife habitat and surrounding areas as well as ag soils and grasslands. She felt abandoned buildings should be redeveloped instead of open spaces and that the city should enact strong regulations. Mr. Langfeldt: Was concerned he has been unable to review the new regulations with staff due to their unavailability. He felt there were “implementation issues” and was also concerned with the elimination of footprint lots which could affect finance availability. Said he will submit questions directly to the City Council by the end of the week. Mr. Bossange: Asked the Council to consider 6 questions before voting on the new LDRs: Do you believe in the science of climate change and that we must act now? Do you believe and understand smart growth development? Do you believe we need to develop in the “core” of the city? Do you believe affordable housing needs to be built in the core of the city? Do you believe that growing the grand list never covers the cost of services to support it? Do you believe in the Interim By Laws? Chris Jensen (representing property owners impacted by the new LDRs). Reminded the Council that the Arrowwood Report was not to be used as a consideration for zoning because it was not done “on the ground.” She believes the regulations are based on parcel size, not on actual resources, and that telling owners of large parcels of land that they can’t develop is a “taking.” CITY COUNCIL 3 JANUARY 2022 PAGE 6 Mr. Nick (one of the owners of the Hill Farm): Is dismayed at a number of things particularly the ignoring of the ECOS Plan which looks at the Hill Farm as a place where growth should happen because of the availability of water and sewer and making people closer to where their jobs are located. He also felt the City’s Comprehensive Plan has been ignored as have the planning principles of the State which say that regulations should follow community and regional plans. He questioned whether the Arrowwood Report should be held in high esteem as those folks never set foot on the land. He said they had personally hired a respected environmental group which has actually been on the land and found no significant habitat because of the Interstate. He added that walking trails are also driving animals away. He believes the Hill Farm should be an area for employment or for senior/congregate housing similar to Wake Robin, and those options are excluded from the new LDRs. He expressed willingness to work with the city on a better plan. Mr. Chalnick: Felt there were some increased protections in the new LDRs but that some protections were removed. He was concerned with “minimum density” requirement which he felt doesn’t make sense. He agreed with the need for housing but not on grasslands. Ms. Bailey: Said the community is divided. She was concerned with how the new regulations will be vetted. She said humans need green space to be healthy but noted there is a lot of conserved green space already. She noted that South Burlington is in the heart of the most densely populated area for job opportunity and noted she moved to the city to be closer to her job instead of having to commute. She was also concerned that the new rules even say what a front porch should look like, and that was too restrictive. She said conserved areas should not be conserved in perpetuity but should be reviewed every decade or so. Ms. Greco: She cited the health benefits of open space that housing cannot provide. She also cited the connection between open land and the climate crisis and the economic benefit of preserving open spaces. Mr. Albrecht: Said “you can have your cake and eat it too.” He cited on item in the LDRs that he felt was “counterproductive and punitive”: Level 1 resources and hazards must be excluded from computation of density. He said if you identify where not to build, why not put more housing where you can build. He also cited companies that are expanding and need work-force housing. Without that housing, they will be commuting from “God knows where.” He didn’t want South Burlington to be a community that zones people out. CITY COUNCIL 3 JANUARY 2022 PAGE 7 Mr. Trombly: Thanked people for a civil discussion. He largely supports much of Article 12. But he also noted that the Vermont Climate Action Plan needs to be read and considered (he quoted from page 30 of that plan). He asked the Council to consider the amendments recommended by the Affordable Housing Committee. He also said the Council needs to acknowledge who is impacted by declaring a large portion of the community “off limits.” Ms. Dooley (Vice Chair of the Affordable Housing Committee): She noted the proposal to reduce the maximum density in the certain areas to 1.8 units per acre. There are 186 acres that fall into this, mostly small parcels. The proposal would remove 400 housing units which the city needs. It also makes all of these areas exempt from Inclusionary Zoning because you can never get 12 units on any of the parcels, and that is the minimum requirement for Inclusionary Zoning. She felt that would outweigh any positive results of the changes. She also noted that under the proposed rules for a TND (traditional neighborhood development), there are 12 defining characteristics, but nowhere does it say how they should be used. She said this will be a problem for the DRB. She then expressed concern with requiring conservation easements for Conservation PUDs and asked who would pay for those easements. Mr. Dahlstrom: Has a 44 acre parcel, and feels the LDRs unfairly impact him. The NRP is currently 40% of his parcel, but under the new regulations it would be over 90%. He said he has plans to use 10 of his 44 acres which would leave 34 acres conserved, but he did not want the city telling him what to do with his property. He did not feel there was imminent danger of losing the benefit of trees. Mr. Hyman: Favors conservation but would like to know if there is anything that can be done to protect landowners. He said he no plans for his land but did not know what his children or grandchildren might want in the future. He said the Council should “err on the side of caution.” Mr. Strong (Chair of the Interim Zoning Open Space Committee): noted there are currently 1200 housing units with some sort of approval. Said affordable housing should be close to transit. Mr. Cate (Vice President of Finance at the University of Vermont): He does not believe the environmental protection standards in the proposed LDRs represent State standards. He also noted that schools have another level of protection as to what they can do with their property. He stressed UVM’s right to protect its interests. He also noted the University has been preserving land for many years and noted there would have been a lot of development on those lands had UVM not owned them. Asked that habitat blocks be removed from UVM land. CITY COUNCIL 3 JANUARY 2022 PAGE 8 Mr. Senecal: Owns a couple of undeveloped properties in South Burlington and feels “something is being pushed very quickly.” He questioned why the wetland buffers have been increased from 50 to 100 feet only in some areas. He also noted wetlands are already regulated by the Army Corps of Engineers whose specialists say 50 feet is sufficient. He was not sure if land he owns on Hinesburg Road is affected by this change. He asked if it is required that a property owner be notified if a change to the zoning of that property is being considered. Ms. Baker said there is no such requirement. Mr. Senecal said that if you are cutting the value of someone’s land in half, they should be notified. Ms. Dopp: Said she has a “stewardship view” of the land she owns. Would like to see a “green belt” preserved. She also favored affordable housing in the core of the city. As there was no further public comment, Sen. Chittenden moved to close the public hearing. Mr. Barritt seconded. Motion passed 4-0. 9. FY23 Budget: Public Works, Sewer, Stormwater and Water Enterprise Funds: Ms. Baker acknowledged Justin Rabidoux at his last meeting as Public Works Director and said staff has always known they could call on him for guidance and support. Ms. Baker noted that when she told people she was coming to South Burlington, she was told “you have the best public works person in the state.” Mr. Barritt cited Mr. Rabidoux’s knowledge on all issues that have come up and appreciated his dedication to the city. Ms. Riehle said she has always been impressed with how Mr. Rabidoux gets back to community members who have questions or concerns. Mr. Cota said that whenever he had a question, Mr. Rabidoux responded, and not always during office hours. He also noted that he has seen Mr. Rabidoux testify in Montpelier and wondered “why isn’t he running the state?” Sen. Chittenden hoped that the city can continue to engage Mr. Rabidoux. Mr. Rabidoux and Mr. DiPietro, Interim Public Works Director, then presented the budget information. They noted that the Public Works Department has 38 total employees, 9 in Highway, 4 in Parks, 8 in Wastewater, 7 in Stormwater, 6 in Water, and 4 in Administration. They also stressed that in winter it’s a matter of “all hands on deck.” The total Public Works budget is $16,300,000, 30% of the city’s overall budget. They are gradually returning to pre-pandemic levels, but they are still $1,000,000 short for paving and CITY COUNCIL 3 JANUARY 2022 PAGE 9 the fleet is underfunded in terms of actual need. Enterprise funds continue to be fiscally healthy and deliver excellent service at very low rates. A graph indicated that South Burlington has the lowest water rates in the county with some communities as much as 50% higher. The proposed rates for sewer, water and stormwater anticipate future needs including “de- impairing” waterways. Mr. Rabidoux said the people who really care about water in Vermont are those who work in water quality. He called them the “real environmentalists.” Emerging issues in the department include current and upcoming state regulations which could impact stormwater permits for residential and commercial properties. Mr. Di Pietro cited the success over the years of the stormwater utility in removing phosphorus from discharge points. He noted that South Burlington is the only community discharging only 10% of its allowable phosphorus capacity. Another emerging issue involves Class A biosolids which becomes a land application issue in Montpelier from time to time. There is not approved method of removing PFAs from wastewater. Mr. Rabidoux said it is important for people in Montpelier to have all the facts. Recruitment continues to be a major issue. The city now has 90 miles of roads, 20 more than it had in 2006 with the same number of highway employees. The level of service should be a discussion for the city. Mr. Cota asked how many of the 90 miles are gravel. Mr. Rabidoux said the only city gravel roads are behind the Airport and about 100 feet at Bartlett Bay. Mr. Cota then asked if there is a limit to accepting more wastewater. Mr. Rabidoux said depending on the metric, there are 25-50 years of capacity. He did not see that as a limiting factor. And CWD can provide capacity for whatever growth the city has. There will need to be an upgrade of the Bartlett Bay Plant in 2025-6. 10. FY23: Community Development: Ms. Blanchard updated the Council on City Center projects, mostly transportation oriented, including Garden Street and the bike connection to the Park. The City Council will have to decide whether to bring forward next year in order to incur debt within the timeline. Expenditures include engineering and design of projects and then construction. Revenues for these projects include grants and impact fees. The hope is to bring Garden Street to construction as well as the Williston Road streetscape, east-west crossings and the City Center Park connection. Ms. Baker said these could all be bundled into one vote. CITY COUNCIL 3 JANUARY 2022 PAGE 10 Ms. Blanchard said the FY23 budget includes transfer to the general fund of $860,000 as well as bonded debt of $990,000 and $471,315 from TIF increment and $344,000 TIF bonded debt service. Ms. Baker said the TIF district is very healthy. General Fund expenditures include design or new site exploration for the Recreation Center (the Council will need to establish a $75,000 reserve fund similar to Market Street), and $5000 for city-wide public art (including the City Hall Gallery). The allocation of ARPA funds is an emerging issue. Potential projects include economic development data/resources, public art resources, and small business support of public art. Ms. Blanchard said the city should be on the lookout for changes in TIF legislation. Ms. Blanchard then spotlighted 2021 accomplishments including the opening of the City Hall- Library-Senior Center Building (which received an AIA 2021 Merit Award), the receipt of a $9,700,000 RAISE Federal grand, and receipt of a $30,000 ACCD Marketing/Tourism grant which will be used for infrastructure (e.g. lights), rental of tents, marketing and support for the planned holiday Market Street Fest in late 2022. Ms. Baker said the Council has now heard from all staff regarding the budget. She asked members to email her any adjustments they would like to consider. Sen. Chittenden asked what an additional Firefighter position would cost. Ms. Riehle asked about possible funding for climate change activities. 11. Receive Town Meeting TV Annual Report: Ms. O’Roure referred members to the FY21 written report and proposed FY23 budget. She noted they were asked for an estimate to add coverage for Planning Commission meetings. This would come to $15,900. Sen. Chittenden said he fully supports this. Ms. O’Rourke noted they are working with the Legislature for funding from Vermont Access Network ($900,000) to support Town Meeting TV’s work. Sen. Chittenden said he fully supports what they do but questioned why Burlington seems to be “undercontributing.” Ms. O’Rourke said Burlington actually pays more and receives 2 additional bills for various coverages. She also noted that the division of cable subscriber money is based on subscriber count, not population. CITY COUNCIL 3 JANUARY 2022 PAGE 11 Ms. O’Rourke also said they would love to pair the city up with someone from Vermont Access Network to answer questions regarding fees on streaming services. Town Meeting TV is not going to hitch its star to that at this point. 13. Other Business: Mr. Barritt said the traffic light at the Middle/High School seems to be on a timer, not on sensors, which triggers red for no reason. He asked if this can be fixed. Ms. Riehle said the Council will be discussing the LDRs next Monday and encouraged members to submit questions, concerns, etc. before that meeting. Mr. Barritt asked that there be a compendium of all the questions raised. Ms. Baker said all comments have gone to the Planning Commission, and there is work in progress to respond to everything. Mr. Cota said there could be some technical amendments that everyone would agree on. Ms. Baker said the expectation is not for the Council to craft the language for any changes. If there is agreement on something, staff will do that work. She asked that members’ comments be submitted by Thursday. Next Monday’s special meeting is at 6:30 p.m. As there was no further business to come before the Council Mr. Barritt moved to adjourn. Mr. Cota seconded. Motion passed 4-0. The meeting was adjourned at 10:30 p.m. _________________________________ Clerk SPECIAL CITY COUNCIL 10 JANUARY 2022 The South Burlington City Council held a special meeting on Monday,10 January 2022, at 6:30 p.m., in the Auditorium, City Hall, 180 Market Street, and by Go to Meeting remote participation. MEMBERS PRESENT: H. Riehle, Chair; M. Emery, T. Barritt, Sen. T. Chittenden, M. Cota ALSO PRESENT: J. Baker, City Manager; A. Bolduc, Deputy City Manager; P. Conner, Director of Planning & Zoning; T. DiPietro, Acting Director of Public Works; M. Machar, Finance Director; E. Krasnow, B. Britt, Wayne, Q. Born, D. Bugbee, L. Bailey, D. Seff, L. Norris, C. Frank, R. Hubbard, S. Srinivasan, D. Leban, T. Duff, A. Chalnick, H. Gagne, G. Silverstein, J. Bellevance, R. McDonald, M. O’Brien, J. Dinklage, kA. Gill, K. Ryder, S. Dooley, C. Trombly, J. Louisos, M. Ostby, D. Peters. L. Kingsbury, M. Mittag, A. MacIlwanie, A. & D. Long, J. Carroll, E. Langfeldt, D. Philibert, S. Lynn 1. Instructions on exiting building in case of emergency and review of technology options: Ms. Baker provided instructions on exiting the building in an emergency and reviewed technology options for those attending the meeting remotely. 2. Additions, deletions or changes in the order of Agenda items: No changes were made to the agenda. 3. Comments and questions from the public not related to the agenda: Mr. Lynn, Director of the Medical Cannabis Dispensary, addressed the Council regarding options for adult cannabis sales in the city. He noted that he had also spoken with the Economic Development Committee, but the Committee is holding off on a recommendation until there are State rules. The Cannabis Control Board is working on rules for cannabis sales, and the State Legislature will be finalizing the rules during this session. The location the Dispensary is looking at is on Farrell Street. Ms. Baker explained that this would have to be a ballot item. The Council would have to approve the item at its next meeting (18 January) in order for the item to be on the March ballot. Ms. Baker also noted there will be at least 2 more public votes this year. 4. Announcements and City Manager’s Report: Sen. Chittenden said that with 3 children in school, working at UVM, and the receipt of “close contact” notices, he will be doing meetings remotely. Ms. Emery said vaccines and boosters SPECIAL CITY COUNCIL 10 JANUARY 2022 PAGE 2 don’t seem to be enough for those who are most vulnerable, and she felt the Council should review the mask mandate. Ms. Riehle suggested also discussing remote meetings for the Council and other committees. Ms. Baker noted that by State law, there would have to be someone attending “in person,” and she would be willing to fill that role. This will be on the next agenda. Ms. Baker: Provided a COVID update through 5 January. South Burlington has seen 261 new cases. She encouraged remote participation in meetings. The final ARPA rules were released last week. They appear to allow more flexibility, which will be a benefit to South Burlington. A request has been received from Summit to co-apply for a block grant. This will be on the next agenda. There is currently $100,000 in the Affordable Housing Trust Fund. It would not be needed for this request. Summit is just asking the city to apply on their behalf, similar to Allard Square and other such projects. The auditors will not be at the next meeting, but pension people will be. The next I-89 visioning session will be on 25 January, 6 p.m. There will be a presentation on limiting miles in order to address climate change. Staff is monitoring pending legislation including a plan to “redistribute” local option tax funds across the state. Mr. Cota said there is a claim that the city would be “made whole.” The Legislature is also discussion a rental registry and virtual meetings. . 5. Opportunity for Councilors and the public to share information and resources on climate change: Ms. Riehle noted that she has read half of the State Climate Action Plan and suggested Council members read it as well. Mr. Greco recommended the book “Saving Us.” She noted that the Council is doing what the book recommends, which is to talk about it. SPECIAL CITY COUNCIL 10 JANUARY 2022 PAGE 3 6. Public Hearing on the FY23 All Funds Budget and Capital Improvement Plan: Mr. Barritt moved to open the public hearing. Ms. Emery seconded. Motion passed unanimously. Ms. Baker explained where on the web people can access the budget presentation. Mr. Bolduc noted two minor updates since the Council last saw the budget: a $24,000 addition for regional commitments and the new water rate. Public comment was then received as follows: Mr. Britt (Vice Chair of the Bike/Ped Committee): Asked the Council to approve 2-4% of the paving budget for repairs as soon as possible to the Rec Path system. He cited the health and climate mitigation values of the system and said the city would not want to lose this amenity. He cited tree root damage that is a safety issue. The Committee is asking for a $30,000 allocation. Mr. Britt also noted there has never been a line item for maintenance of the system and felt this should be a part of the annual budget. Mr. Barritt agreed that there are a number of places with “ripples” in the path system. He also agreed with the need for a line item for maintenance. Mr. Britt also asked about a “special project” line item of $600,000. Mr. Bolduc said that is for adaptive signals for Dorset Street. There is a grant for those funds. Mr. Britt then asked the Council to re-prioritize the Spear Street widening project in the C.I.P. He noted that it keeps getting pushed back and is not slated for 2029. Mr. Britt said the area is dangerous and that people have to walk on lawns in some places. With the new soccer field and convenience store going in, the road will be even busier. It is also the #1 bike commuting route. Mr. Dinklage agreed that Spear Street is a premier cycling area. He asked that it be addressed before there is a serious accident. Ms. Baker said that if the city were ever to consider paid parking, those funds could be allocated to fund such projects. Mr. Hubbard: Supported Mr. Britt and Mr. Dinklage and noted that Spear Street was once the highest priority of the Rec Path Committee. He said it was disappointing that the city is ignoring the highest recommendation from a committee for 25 years and asked how the city values SPECIAL CITY COUNCIL 10 JANUARY 2022 PAGE 4 what it is getting from committees. He also noted that Shelburne has widened Spear Street from the town line within Shelburne. Mr. Duff: Felt the bike path is a very important resource so South Burlington doesn’t get the big bill that Burlington just got. He said Spear Street has become an arterial in a multi- modal way. He cited impact fees from development in that area which he said should be spent where it is needed. Ms. Bugbee: Wanted to know more about the cannabis dispensary and what would be informing the Council’s decision as to whether to include it on the March ballot. She also asked about the $800,000 for “community programs.” Ms. Baker said that money is what is spend on “regional partners” (i.e., Green Mountain Transit, Regional Planning Commission, Winooski Valley Park District, etc.). Ms. Norris: Added support for the Spear Street project. She said auto traffic has increased dramatically, and it is a scary, dangerous street to be on. It’s made even worse with snow. Ms. Leban: Supported Mr. Britt’s requests and felt they relate to the Climate Action Plan to allow people to bicycle more. She said road shoulders need to be made safe. She noted many people are riding e-bikes and bike lanes will have to be increased to make them safer. Ms. Greco: Agreed that Spear Street is very dangerous. As there was no further public comment, Mr. Barritt moved to close the public hearing. Ms. Emery seconded. Motion passed unanimously. 7. FY23 Budget discussion and possible approval of the FY23 General Fund, Capital Improvement Plan and Enterprise Funds Budgets with direction to send all to the Steering Committee: Mr. Bolduc reviewed the Council’s budget priorities including restoring some pre-pandemic levels of funding and meeting the service needs of 180 Market Street (i.e., expanded Library hours and additional insurance costs). Mr. Bolduc noted that so far local option tax receipts are ahead of projections. He also noted that the budget includes use of ARPA funds including 80% of unfunded positions $272,000 for dispatch consoles, cyber security, and deferred fire equipment. SPECIAL CITY COUNCIL 10 JANUARY 2022 PAGE 5 Additions to the budget previously seen by the Council include $15,960 for CCTV coverage of the Planning Commission and $50,000 for the Climate Action Plan. These additions represent an additional $19.00 a year in taxes for the average home and $13,000 for the average condo. Ms. Emery asked what it would take to move Spear Street up in the CIP. Ms. Baker said they would need to update the scoping. It would have no impact for FY23. Mr. Bolduc noted there is no funding for that project at this time. Ms. Emery said the Council was told it is a manpower issue. Mr. Bolduc said the new Public Works director will be able to determine that. Ms. Riehle said they need to be honest with themselves about maintaining city facilities, parks, paths, etc., and need to bite the bullet. Sen. Chittenden said he supports the extra money for CCTV. He asked about the additional $75,000 in Planning Development Review Special Projects and $55,000 for a consultant. Mr. Bolduc said the $75,000 is the new platform for Planning & Zoning, $40,000 of which is through ARPA. Ms. Machar added that the consulting money is what is normally spent for outside consultants. Mr. Conner said that was added 5 or 6 years ago to fund projects with a 20% match from CCRPC. Other Councilors supported the additional funding for CCTV. Mr. Barritt said he supports moving Spear Street up in the CIP. He added that there are steps that Public Works can take to address some of the “hot spots” mentioned by Mr. Britt, similar to repairing potholes. Ms. Baker said that was staff’s intention in increasing the paving budget. The Council could say that $30,000 is for maintenance. Ms. Emery moved to reserve $30,000 of the paving budget for maintenance of existing paths. Mr. Cota seconded. Motion passed unanimously. Ms. Baker noted that in response to Sen. Chittenden’s request, $100,000 can be added for Fire/EMS support. Members agreed. Mr. Barritt asked how the $50,000 for the Climate Action Plan reserve would be spent. Ms. Baker said that is not known. Mr. Cota noted there is ARPA money on the state level for municipalities to access in the future. Ms. Riehle said the $50,000 might indicate the city’s seriousness. Mr. Cota said the state might then give the ARPA money to someone else. SPECIAL CITY COUNCIL 10 JANUARY 2022 PAGE 6 Sen. Chittenden said he thought there was a fund from the solar display to reinvest in climate change mitigation. Ms. Riehle said she thought that money was used to pay for the solar panels for the Library. Mr. Bolduc said that fund is currently in the red but will be back in the black within a year. Mr. Barritt suggested cutting the amount to $25,000. Ms. Riehle was OK with that. She just wanted to see a line item. Other members agreed to that cut. Mr. Cota noted there is a forecast of an $1,000,000 more from non-property tax revenue. Mr. Bolduc said about $900,000 of that is from ARPA. Mr. Barritt then raised a question regarding Pennies for Paths and Pennies for Paths and asked whether they should reduce the amount for them because of the additional $100,000 they are getting from the growth in the Grand List due to the reappraisal. He suggested a ballot item limiting the amount to $310,000. Mr. Bolduc said he would like to check with the City Attorney on that. The voters approved a penny for each on the tax rate, but it was never considered there would be such a huge increase in the Grand List in one year. Mr. Britt said there are $3,000,000 in projects that don’t have funding. He understood the big jump but felt the money is needed to meet the goals. Mr. Barritt was concerned that there be no ambiguity as to what taxpayers are paying. Ms. Baker said staff agreed with Mr. Barritt which is why they are recommending pulling Pennies for Paths/Pennies for Parks out of the general fund operating budget. Sen. Chittenden said he also agreed with Mr. Barritt that it doesn’t feel right to charge that money in an appraisal year. He felt they need to be fully transparent and let people know how much they are actually paying. Mr. Barritt stressed that the Council said the reappraisal would be revenue neutral, and it is not revenue neutral for these uses. He wished they could come to an agreement on how to reduce the 31%. Ms. Norris agreed with Mr. Barritt and felt the voters should have a say about it. Ms. Riehle asked staff to provide some potential ballot language. Mr. Bolduc said they can do that and also provide some recommendations. He suggested the possibility of a second ballot item that would pull the “Pennies” items out of the general budget. SPECIAL CITY COUNCIL 10 JANUARY 2022 PAGE 7 Members agreed to consider that language at the next meeting. 8. Continued discussion of the Land Development Regulations received from the Planning Commission: Ms. Riehle noted that quite a few people at the public hearing said they never got to share their concerns and that the Council should take more time. She then enumerated the 70 meetings of the Planning Commission, 38 of them between August 2020 and September 2021, and said things had not been rushed along. She also said that if at the end of the day nobody is happy, it’s probably good. Mr. Cota said he has a list of 22 proposed amendments. Ms. Emery said she had passed along questions she received to Paul Conner. She added that she believed the Planning Commission came up with a very fine proposal and that it matches the Comprehensive Plan remarkably well. She was willing to approve it. Send Chittenden said there is a lot of great work, and he supports a lot of the environmental protection standards. He also said that the number of Planning Commission meetings does not diminish the Council’s role. He then outlined two “tweaks” that he would like to see in the regulations: He is concerned with the habitat blocks and would like to see them assessed when there is a plan. He noted that Tom Bailey has habitat assessment language. He also wanted to give land owners a choice between a Conservation PUD and a Traditional Neighborhood PUD. He felt this would be more equitable and would help with affordable housing. Sen. Chittenden noted that he was told by an expert that a confusing land development regulation is not defensible. Mr. Cota said he wants to protect habitat, but it has to be mapped. He was also concerned that all the PUD types have not been named because the Commission couldn’t get to them. He noted complaints about a development that has gone onto Shelburne Road because there was no PUD language for that area. He stressed the need to have LDRs the city can defend. Mr. Barritt said when he hears that no one is happy, he feels there is already a high degree of compromise. He said the draft satisfies why the city went to Interim Zoning. He did acknowledge that there may be instances where the Council has to ask the Planning Commission to clarify items. Ms. Riehle said there is a commitment from the Planning Commission to complete the PUD. SPECIAL CITY COUNCIL 10 JANUARY 2022 PAG3E 8 She also said there will never be a perfect set of rules, so there will always be challenges and misunderstandings. She was very leery about Mr. Cota’s proposed 22 amendments in the Council’s timeframe. Ms. Emery said the proposed LDRs are sensitive to the green infrastructure and also allow for workforce housing close to roads. Mr. Conner said the Planning Commission recognized that there are additional pieces to the puzzle including Infill PUDs and tools for Shelburne and Williston Roads. He also said they could have a general discussion on any of the 22 proposed amendments. Mr. Cota asked why they can’t revert to the previous PUDs for areas where there now are no PUDs and where the city wants development to happen. Mr. Conner said that could be done. Mr. Cota also asked why not have an amendment that would allow footprint lots which are needed for financing, and without them there can be no financing and no affordable housing. Mr. Conner explained an alternative with the land around housing being maintained by an association. He did acknowledge that some housing types fit best with footprint lots. Mr. Cota said there is an affordable housing crisis. The city has essential workers, and they will live where then can afford to live and drive to South Burlington. Ms. Riehle noted that she had met with O’Brien Brothers. One of their concerns is that they are already 50-70% through buildout, and they would need a monumental amending of their Master Plan. She asked how big a deal that is. Mr. Conner said broadly speaking, a change to a footprint or layout of a building would be a site plan issue. A change to a PUD would be “trickier” with the new LDRs. There are provisions for minor changes, but it would have to be a judgment call as to whether a change was minor or major. They could be subject to t full Master Plan review. Mr. Conner then added that there is also an issue of what has been vested under previous rules. This would have to be on a case-by-case basis. Ms. Emery asked would it be more expensive to do affordable housing and would it have anything to do with a Master Plan. Mr. Conner said for some smaller ones there could be extra cost because they are being asked to do something they didn’t have to do before. Ms. Emery asked about the requirement to come back every 10 years if you “underbuild.” Mr. Conner said you could let the approval expire. If you continue to build, you would be vested in SPECIAL CITY COUNCIL 10 JANUARY 2022 PAGE 9 the current regulations for 10 years. There is no such guarantee today. Mr. Cota said there are also subdivision costs for which you would have to hire a civil engineer at $20,000-$30,000. Ms. Emery said she though the new regulations wouldn’t have as many legal challenges because of “predictability.” Mr. Cota said he has the opposite point of view. Mr. Mittag said that unfortunately the 22 proposed amendments come at the last moment. He felt there are a lot of interesting and useful suggestions in them, but he didn’t think they could be addressed quickly. He felt the Council should approve what has been proposed and then have the Planning Commission review Mr. Cota’s recommendations for its next round of amendments. Mr. Langfeldt noted there is now a “no man’s land” with no PUD type available, and the old PUD types are being eliminated. He said that if the Council moves forward with the LDRs, they will be throwing some projects into chaos. He asked why they just can’t say the existing PUD types remain until there are new ones. Mr. Conner said there could be a tool to create “a bridge” and it may be something other than a PUD. Ms. Dooley was concerned that the new regulations reinforce “large houses on large lots.” She noted one area where there was a duplex built, and the people were thrilled that it cost less than $500,000. That duplex could not be built under the proposed LDRs, and such consequences were not discussed by the Planning Commission. Ms. Dooley noted that some of the items on Mr. Cota’s list are not new. They came to the Planning Commission from the Affordable Housing Committee. Ms. Emery said she felt the new LDRs were “ready for a test drive.” Mr. Cota said the Council has until April 9th, and they should fix the technical changes now. Mr. Cota then moved to forward the 22 proposed amendments to the Planning Commission to determine whether they can be incorporated into the LDRs. Sen. Chittenden seconded. Ms. Louisos said the Commission can look at the list. She felt there were some that could be changed but some that would take a few months of discussion and some that would be policy changes. SPECIAL CITY COUNCIL 10 JANUARY 2022 PAGE 10 Mr. Barrit said he thought this was a “stall tactic” and that issues can be dealt with as plans come in. Ms. Greco asked what the Council is going to do about what it heard from the public. Ms. Emery asked how the new regulations take into account grasslands and ag soils. Mr. Conner said “grasslands” are a managed piece of land which makes them tricky. If left alone, they will turn to forests. He noted that the 70% of what is conserved in a Conservation PUD could be grasslands and ag soils. He also noted that the State has an ag soil mitigation program. Ms. Louisos added that it is also difficult to draw a line around them on a property. Mr. Mittag said there were substantial discussions on grasslands, etc., which were protected in the old regulations and are not in the new regulations. He said there were very strong opinions on both sides. 9. Councilors’ Reports from Committee Assignments: Mr. Cota: There are problems at Green Mountain Transit as we recover from COVID. There is a question about continuing free fares in perpetuity which results in lost revenues of over $2,000,000 in urban environments. Ms. Emery noted that in France, ridership did not increase when they took away fares. Sen. Chittenden said he would like to hear more about Montpelier’s “on demand” program. Ms. Emery also noted they have very small buses in France. 10. Other Business: Mr. Barritt suggested an agenda item for discussion of requiring electrical inspections in single- family homes. He noted it would be an extra cost for a builder. As there was no further business to come before the Council Mr. Barritt moved to adjourn. Ms. Emery seconded. Motion passed unanimously. The meeting was adjourned at p.m. _________________________________ Clerk CITY COUNCIL 18 JANUARY 2022 The South Burlington City Council held a regular meeting on Tuesday, 18 January 2022, at 6:30 p.m., in Room 301, 180 Market Street, and by Go to Meeting remote participation. MEMBERS PRESENT: H. Riehle, Chair; M. Emery, T. Barritt, Sen. T. Chittenden, M. Cota ALSO PRESENT: J. Baker, City Manager; A. Bolduc, Deputy City Manager; C. McNeil, City Attorney; D. Kinville, City Clerk; P. Conner, Director of Planning & Zoning; M. Machar, Finance Officer; M. Lyons, City Assessor; T. DiPietro, Acting Head of Public Works; Chief S. Burke, Police Department; G. Yandow, R. McDonald, A. MacIlwane. L. Kingsbury, B. Sirvis, B. Britt, Cindy, L. Bailey, P. Taylor, R. Hubbard, E. Krasnow, K. Ryder, Wayne, A. Strong, C. Frank, T. Getz, L. Marriott, J. Francis, R. Cate, Lori, P. Jerard, S. Dooley, Z. Davisson, M. Mittag, J. Bellevance, S. Lynn, L. Kupferman 1. Instructions on exiting building in case of emergency and review of technology option: Ms. Baker provided instructions on emergency exit from the building and reviewed technology options. 2. Additions, deletions or changes in the order of Agenda items: Ms. Baker asked to add a consideration and possible amendment to the Land Development Regulations, the first half of the discussion to take place in an executive session. This item was added as 11B. 3. Comments and questions from the public not related to the agenda: Mr. McDonald raised an issue of safety southbound on Hinesburg Road where the speed limit increases from 40 to 45. Turning out of the side roads is very dangerous, especially when a car may be passing another car. He suggested three possible ways to address this concern: a “no passing” sign, a rumble strip on the median, and/or reducing the speed to 40 mph. Mr. McDonald was also concerned with the deterioration of the rec paths, leading to safety concerns. He felt there should be a separate budget line item for maintenance of rec paths. Ms. Riehle noted the City did write to the State regarding lowering the speed limit on Hinesburg Road, and they responded that they could lower it 5 mph in one area. The City did not ask about a “no passing” sign. CITY COUNCIL 18 JANUARY 2022 PAGE 2 Mr. Cota noted that Bill #H126 in the State Legislature would allow municipalities to have greater control over speeds on roadways. Ms. Riehle suggested an agenda item on the next agenda for the City to support that Bill. 4. Announcements and City Manager’s Report: Ms. Riehle advised that she and Ms. Baker had met with the School Board leadership, and they are interested in engaging with the Climate Control committee. They are also interested in being part of the City Charter Committee proposal. Ms. Riehle noted the school budget is going up .6%. The School Board is also working on impact fees. The Council can anticipate an update at the 24 January Steering Committee meeting. They are talking about 3 phases to deal with schools that need updating: The first phase would have trailers at the elementary schools for administrative purposes which would free up classroom space. The second would focus on the High School, with a proposal in FY24-25. The final phase would address the Middle School. Ms. Riehle reported that she also attended the Climate Task Force meeting. They will be looking at the State Climate Action Plan to see what strategies are appropriate for municipalities. Ms. Baker: There were 357 new cases of COVID in the city last week, 100 more than the previous week. There is legislature on the Governor’s desk that would allow remote meetings. Kudos to the Public Works Department for working on a holiday to take care of snow removal. The Steering Committee will meet on 24 January in the Auditorium. The next Council meeting will be on 7 February. 5. Consent Agenda: a. Approve and Sign Disbursements b. Approve FY23 Unified Planning Work Program Project application c. Approve Transportation Impact Fee Credit Request for 1068 Williston Road (Hampton/Holiday Inn site) Ms. Emery moved to approve the Consent Agenda as presented. Mr. Barritt seconded. Motion passed unanimously. CITY COUNCIL 18 JANUARY 2022 PAGE 3 6. Consider an extension or amendment to the City’s mask mandate: Ms. Baker noted the city is at the end of its 45 day window and is required to review it. The Council has the option to renew the current mandate, require masks in all buildings open to the public, or all businesses to put in their own practices. Ms. Riehle then moved that the City require the wearing of masks in all City-owned and other places of public access in the City of South Burlington. Ms. Emery seconded. Ms. Riehle said the omicron variant is very scary. She has seen an uptick in people not wearing masks which puts others at risk. Even those who are fully vaccinated can spread the disease. Ms. Riehle noted she has received a number of emails from the public asking for a mask mandate. Mr. Cota said he shares the concern and supports extension of the existing mandate. He did not support extending that mandate because it cannot be enforced, and he felt the Council shouldn’t pass anything they cannot enforce. Mr. Barritt agreed that a mandate cannot be enforced, but he felt it is a public health message about an extremely contagious variant of the COVID virus. He did not want any penalties for not wearing a mask, but he believed people would obey a sign requiring a mask to enter a building. He added that he was appalled to see the number of people in Costco not wearing a mask. Sen. Chittenden agreed with Mr. Barritt and noted the mask mandate would be for only 30 days. He did question the ability to enforce the mandate. Ms. Baker directed attention to the language of the mandate and noted that in none of the resolves is there an enforcement mandate. The emphasis is on education. Chief Burke stressed the need to avoid involving the Police where they have no authority. He was concerned with Police being called by citizens to address a situation where they have authority to act. Mr. Barritt asked what is happening in Burlington. Chief Burke said the Burlington Police are having to prioritize calls and service. Ms. Emery said this is just another way to say how important it is and how serious the omicron variant is. She urged people not to call the Police. CITY COUNCIL 18 JANUARY 2022 PAGE 4 Mr. Cota said that Green Mountain Transit has had a mask mandate, and it had been one of the most contentious things. A Police officer in Burlington was injured responding to one of the incidents. Sen. Chittenden said he felt the 3rd option would save some headaches. He did not want the Police involved. Mr. Hubbard questioned the role of the City Council/Governor/President/Congress regarding balancing the right people enjoy against times when people don’t exercise those rights responsibly. He felt the government should make decisions that benefit the greatest number of us. He felt the best way to keep things open is to have masking and vaccinations. He felt government isn’t doing its job if it doesn’t enforce the rules. Ms. Sirvis said she kind of agrees with option #3 and didn’t want Chief Burke’s life made any more difficult. She suggested possibly adding enforcement guidelines in the future. Ms. Emery said we now know the vaccine doesn’t protect people from the omicron variant, and we need to take this seriously. She felt option #2 does that. Ms. Bugbee agreed that option #2 supports public health. She thought option #3 could be an intermediate step. Mr. Barritt said if there is 5% more compliance, it will be a good thing for public health. In the vote that followed, the motion passed 4-1 with Mr. Cota voting against. 7. FY23 Budget discussion and approval of FY23 General Fund, Capital Improvement Plan and Enterprise Fund budgets with direction to send all to the Steering Committee: Mr. Bolduc said the CIP has been updated to move the Spear Street widening project up a few years. He then showed a chart indicating significant increases due to inflation. He said there is talk of a 3.5 increase in the COLA. He also noted that what is 100% funded by ARPA will be funded only at 80% next year. Mr. Bolduc then reviewed options as follows: CITY COUNCIL 18 JANUARY 2022 PAGE 5 #1. Bring the overall increase in the tax rate down from 7.55%. This would cut $800,000 from the budget as presented. The “pennies” would have a 1.08% increase. #2. Allows the 1.08 fixed increase to the budget and would cut $620,000 from the budget. #3. Would allow the 1.08 fixed increase and result in a 6.47% increase in the general fund. #4. Sample ballot language to reduce “pennies” to .0077, back to reappraisal rates. #5. Would use ARPA fund on the revenue side of the budget. Mr. Barritt asked what the negative impact of #5 would be. Mr. Bolduc said it would have to be built into next year’s budget, and the city is still trying to catch up from last year. Mr. Barritt felt option #4 was too difficult and would confuse voters. Mr. Barritt stressed that reappraisal resulted in substantial tax increases for many residents. If you voted for those “pennies” years ago, you had no idea it would be a 31% increase in 2023. He noted that the voters in Burlington voted down a bond issue because of tax increases from reappraisal. Mr. Cota said he would not support #4 or #5. Ms. Riehle then moved to approve option #3. Mr. Cota seconded. Mr. Bolduc noted that would result in a tax increase of $141.92 for the average home and $95.08 for the average condo. He also noted that there are already ARPA funds added into option #3. Mr. Barritt and Ms. Emery were not on board for option #3. Sen. Chittenden suggested going with option #3 but removing some of the things the Council had added last week. He was OK with filming the Planning Commission and with the Climate Action money. He suggested possibly using money from the Capital Reserve Fund for the Fire Department allocation ($100,000). Ms. Baker noted there are ongoing discussions with the Fire Department regarding their needs. Ms. Emery asked how many Firefighters would they department have. Mr. Bolduc said there are 29 at this time and a 30th who became Assistant Building Inspector. Ms. Emery CITY COUNCIL 18 JANUARY 2022 PAGE 6 said she didn’t see the $100,000 as responding to what the head of the Firefighters Association was addressing. She felt it would be better if there was a specific use for that money. Ms. Riehle said Ms. Baker has indicated the money could be used “thoughtfully,” not just for hiring someone. Sen. Chittenden said he supports the Fire Department/EMS and felt they could look at cutting the funds for the Recreation Center first. Mr. Cota asked what is the number they are trying to reduce. Mr. Bolduc said a 1% reduction would equate to a $176,000 reduction. Ms. Emery said the Recreation Center funding is from impact fees. Ms. Baker said that is the long term plan for the Rec Center. The $75,000 in the FY23 CIP is from the general fund to go to initial assessment phases. It would be recouped in the future. Ms. Riehle asked what the tax increase would be at 6.55%. Mr. Bolduc said the average home would be at $123 increase and $82 for an average condo. Mr. Cota suggested taking $60,000 from the reserve fund, $75,000 from the Rec Center, $25,000 from Climate Action and $16,000 from filming the Planning Commission. Mr. Bolduc noted that would be almost exactly $176,000. He calculated that would result in an increase for the average home of $118,000. Members were OK with that number. Members tabled the discussion until the end of the meeting in order to allow staff time to get the exact wording. Mr. Mittag asked what an average home is worth. Mr. Bolduc said $432,720. An average condo is $289,865. Mr. Britt felt the budget presentation was “too skimpy.” He also said people should be shown the impact of “pennies” on taxes. Mr. Bolduc said there are a few ways to highlight that in the budget as clearly as possible. 8. Consider a request to place an adult cannabis retail sales ballot item on the 2022 Town Meeting Day ballot: Ms. Baker reviewed the history of Mr. Lynn’s request for this, and it is now an agenda item. CITY COUNCIL 18 JANUARY 2022 PAGE 7 The Economic Development Committee discussed this, but because it was not an agenda item, they could not hold a formal vote. In a straw poll, they felt the only way to see what the community wants is to put it on the ballot. Staff did prepare ballot language for the Council to consider. Ms. Riehle said she had hoped the Economic Development Committee could explain the economic implications of this. She didn’t think it was just a values issue as it could be an economic boon to the community or possibly not. She would want to know that before making a decision. Mr. Cota felt it would be important to have the vote but not on the March ballot. Sen. Chittenden tended to agree with Mr. Cota. He saw the potential revenue benefit but also traffic issues (he noted the “controlled chaos” in Massachusetts). He agreed with putting off the vote. Ms. Emery agreed and felt they should also hear from health professionals. Ms. Baker noted that UVM is willing to help with that in the future. Ms. Bugbee said there should be an opportunity for the community to weigh in on this. She recommended a public hearing. Ms. Kinville suggested putting it on the November ballot as that is usually the highest turnout of voters. 9. Approve the Town Meeting Day Warning and Ballot: This item was deferred until later in the meeting. 10. (10A) Receive a Request from Summit Properties to apply for CDBG Funds and potentially set a public hearing for 7 p.m. on 22 February 2022: Ms. Baker advised that Summit Properties is a partner for affordable housing. They have asked the City to partner with them, similar to what the city has done in the past. Mr. Getz of Summit Properties said they have applied for multiple funding to build 94 units of mixed housing, 71 of which will be permanently affordable and 23 at market rate. The affordable nits would include housing for some people who are now homeless. The number of affordable units exceeds the 51 required units and provides much deeper affordability. CITY COUNCIL 18 JANUARY 2022 PAGE 8 The project will be located on lots 10 and 11 of the O’Brien Farms Hillside development. There have been 2 hearings with the DRB, and that board was happy with the revised building design. They are hoping for DRB approval at the 2 February meeting. The project consists of studio and one and two-bedroom units with underground parking. The hope is to have funding in place by June and to start construction in September. Mr. Getz said they built a similar project in Winooski, and costs have already increased 20%. The estimated cost for this project is $6,000,000. The project has support of the Affordable Housing Committee. Ms. Riehle said she was impressed with the different levels of affordability and the mix of units. She asked how many underground parking spaces there will be. Mr. Getz estimated 47 spaces for each building, combined above and below ground. Ms. Emery asked about rents. Mr. Getz said they will be set at the limit for people in specific groups. There will also be “project based vouchers” for people at 30% of the area median income. The project will have all electrical appliances and heating. Mr. Cota moved to hold a public hearing on the application for CDBG fund on 7 February 2022, at 7 p.m. Sen. Chittenden seconded. The motion passed unanimously. Ms. Riehle asked about a nearby dog park. Mr. Getz said there is one in a future phase of the overall development. Mr. Conner noted that part of the design is for a connection from these units to where there is Green Mountain Transit. There will also be a new signal to all for pedestrian crossing. 10B. Request to consider updates to the Land Development Regulations draft: Ms. Baker recommended the Council meet with the City Attorney in executive session before proceeding with this item. Mr. Barritt moved that the City Council make a specific finding that premature knowledge of attorney client confidential information would clearly put the city at a substantial disadvantage. Ms. Emery seconded. Motion passed unanimously. Mr. Barritt then moved that the Council meet in executive session to receive confidential attorney-client information and to invite into the session Ms. Baker, Mr. Bolduc, Mr. McNeil, and Mr. Conner. Ms. Emery seconded. Motion passed unanimously. CITY COUNCIL 18 JANUARY 2022 PAGE 9 The Council entered Executive Session at 9:15 p.m. and resumed open session at 9:47 p.m. Ms. Riehle then moved to amend the draft Land Development Regulations, Section 3.04h and the Habitat Block and Habitat district map to include the following language: These regulations apply to all proposed land development except as limited by the provisions of 14VSA, Section 4413. For example, Habitat Block and Habitat Connector designations are subject to the limitations in 24 VSA, Section 4413(a) for uses enumerated therein and proposed by entities such as the State of Vermont, the City of South Burlington, the Chittenden Water District, or the University of Vermont. This subsection is intended to provide note of existing limitations on these regulations and is not intended to impose any limitations beyond those already imposed by 24 VSA, Section 4413. This language is repeated on the Habitat and Habitat connector Overlay District Map. Mr. Cota seconded the motion which then passed 4-1 with Mr. Barritt voting against. 11. Receive December 2021 Financials including prior month: Ms. Machar noted a significant cost increase for IT at 180 Market Street. She noted that 60% of projected revenues have been received, and expenditures are at 37%. This is consistent with previous years. Mr. Barritt asked if there is anything new regarding local option taxes. Ms. Baker said the next receipt of funds will be in March. The last receipts were higher than anticipated. 12. Consider a draft of a City Charter Committee charge: Ms. Baker said there would be no action taken at this meeting. The intent is to have the City Charter Committee look at government structures and language updates. The Committee would be expanded by two members from the School Board. The Committee would be charged to come back with recommendations in July 2023. 13. Consider the FY22 Policy Priorities and Strategies: Ms. Baker said there is no action required and nothing to highlight tonight. The Council will receive reports every two months with an update in the spring. Ms. Riehle said the sooner the City gets a new Public Works Director the better. CITY COUNCIL 18 JANUARY 2022 PAGE 10 Ms. Emery noted the item about rezoning of land around the Airport and cited the need to engage with a more diverse population in that very diverse neighborhood. 14. Consider, amend and approve the annual City Manager evaluation process: Ms. Baker noted she had provided a recommended process for evaluations, one for the City Council, one for the Leadership Team, and one for a self-evaluation. The Council should approve a process and provide feedback by 1 February. This will be discussed in Executive Session on 22 February, then presented to the public. Ms. Riehle noted that some items such as “staffing supervision” are hard for the Council to assess. The same issue arose with Kevin Dorn. She suggested a N/A response or a change to the denominator. Ms. Baker and other members agreed. Ms. Riehle said she was willing to collate the responses. Ms. Baker said she is “all for feedback,” and 7 months feedback is fine. Her contract has a 1 July date, and in the year of a contract renewal, she would want the evaluation done before that date. Ms. Riehle felt it was wise to do the evaluation while the longest serving City Council members are in place. 15. Councilors’ Reports from Committee Assignments: Mr. Cota: A change in Green Mountain Transit service will affect all service areas. There are not enough drivers to cover all routes, so GMT has to cut services. Those being cut include the Montpelier link, Shelburne Road service, and St. Albans service. GMT is also trying to determine how to fund service for the next 50 years. There will be a professional study done to determine town assessments and whether there should be fares. Mr. Cota noted there is less money from gas taxes, which is the funding source for public transit. There are funds available for low and zero emission buses. The Council then returned to Agenda item #7 (budget discussion): Mr. Bolduc said the revised amount to be raised from taxes is $17,962,812.57. The revised estimated tax rate of .4623, would result in a 6.27% tax Increase and an increase for the year for the average home of $118.13 and for the average condo of $79.13. CITY COUNCIL 18 JANUARY 2022 PAGE 11 Ms. Riehle then moved to approve the FY23 city budget as amended. Ms. Emery seconded. Motion passed unanimously. Mr. Bolduc said the C.I.P. now includes the moving of the Spear Street project to FY25-27. Sen. Chittenden moved to approve the amended Capital Improvement Plan as indicated. Mr. Barritt seconded. Motion passed unanimously. The Council then returned to budget item #10, consideration of the Warning for the March ballot: Mr. Bolduc said the Warning is now for 2 items. The total budget to be approved is $52,525,676.75, and the amount to be raised from taxes is $17,962,812.57. Ms. Emery moved to approve the Warning for the March 1st 2022 ballot as revised. Mr. Barritt seconded. Motion passed unanimously. 16. Other Business: It was noted that there will be a meeting of the committee considering rezoning of land around the Airport on Thursday, 27 January, 7 p.m. Ms. Baker asked members to stop in to sign the Resolution by the end of the week. As there was no further business to come before the Council Ms. Emery moved to adjourn. Mr. Barritt seconded. Motion passed unanimously. The meeting was adjourned at 10:35 p.m. _________________________________ Clerk STEERING COMMITTEE 24 JANUARY 2022 The South Burlington Steering Committee held a meeting on Monday, 24 January 2022, at 6:30 p.m., in the Auditorium, 180 Market Street, and by remote participation. Members Present: City Council: H. Riehle, Steering Committee Chair; T. Barritt, M. Cota, Sen. T. Chittenden, M. Emery; J. Baker, City Manager; School Board: B. Burkhardt, A. McHenry, Dr. T. Childs, B. Minier, L. Rountree Also Present: A. Bolduc, Deputy City Manager; V. Nichols, Executive Director for Literacy; G. Marckres, Director of Operations & Finance; B. Britt, L. Bailey, D. Bugbee 1. Instructions for exiting the building in case of an emergency and technology options: Ms. Baker provided instructions for emergency exit from the building. She also explained technology options for the public. 2. Comments & Questions from the public not related to Agenda items: There were no comments or questions from the public. 3. Approve Minutes from Steering Committee meetings on 18 May 2021 and 27 October 2021: Mr. Barritt moved to approve the Minutes of 18 May and 27 October 2021 as written. Mr. Cota seconded. Motion passed with all present voting in favor. 4. Presentation of FY23 School Budget: Ms. Nichols said the district’s priorities remain the same: Disposition for lifelong learning, academic proficiency, personal development, and citizenship. She also noted that last year’s school budget was very well supported by voters. The FY23 budget focuses on the academic but also on emotional issues as we hopefully move out of the pandemic. Mr. Marckres then outlined the main factors resulting in the proposed budget: a. More than a 6% increase in the Consumer Price Index b. Increased enrollment at Marcott and Orchard Schools c. Ongoing negotiations with 3 bargaining units d. The critical labor shortage STEERING COMMITTEE 24 JANUARY 2022 PAGE 2 The School District has 498.18 authorized positions. Of those, 485.75 are currently filled. The proposed number of positions for FY23 is 501.18. On the revenue side, the district will be carrying over $2,000,000 from the FY22 budget and also utilizing $3,100,000 from ARPA’s Emergency Relief to School (the ARPA money must be expended by September 2024. Mr. Marckres then reviewed the State factors including the CLA (which is at 100%, an 11.04% drop from FY22), equalized pupils (2568.67, down 1.64 from FY22), property yield (12,937) and income yield (15,484). Ms. Nichols reviewed enrollment projections, noting that both Marcott and Orchard Schools are above capacity. The total elementary/pre-K enrollment is also above capacity. The proposed budget increase is 4.89% which will result in an increase for net educational spending of 3.64%. For the average home, the increase will be $36 and for the average condo $24. Additions to the budget include 3 FTE employees. These include a full time Executive Director of Equity, a 0.4 Assistant Principal in Gertrude Chamberlin School, a 0.8 Assistant Principal at Orchard School and a 0.8 Assistant Principal at Marcott School. There are also additions for utilities, cleaning (at the new administrative offices building), playground upgrade at Gertrude Chamberlin School to bring it up to the standard of the other elementary schools. Mr. Marckres noted that it was difficult this past year to execute bonded work related to the Facilities Stewardship Plan. In FY23, they plan to use $500,000 of the bond money for projects including the Middle School roof. There are no new bond issues for FY23. Ms. Burkhardt then reviewed Master Planning and Visioning. She cited the urgent needs at Marcott and Orchard Schools which they are planning to address with trailers for administrative offices. This will temporarily free up space and allow time to address enrollment issues. In phases 2 and 3, issues at the High School and Middle School will be addressed. One option is to move 5th graders into the Middle School to free up elementary school space. Phase 4 will explore property available for future school options. Mr. Marckres then showed charts of homestead tax rate history and comparative per pupil spending. In the latter, South Burlington is the 3rd lowest in the area in FY22. The average per STEERING COMMITTEE 24 JANUARY 2022 PAGE 3 Pupil spending was also lower in South Burlington ($17,419.41 in FY22) than the statewide estimate ($18,023). Ms. Burkhardt said the final numbers on the ballot will be: Projected expense budget ………………..$58,344,602 Per equalized pupil spending ……………. 17,415.41 Increase in per pupil spending …………. 3.68% Ms. Emery asked whether ARPA funds can be used for the Chamberlin Playground. Mr. Marckres said it is in the local budget because it would have had to be done regardless of COVID. Ms. Emery asked what is being covered by ARPA funds. Mr. Burkhardt said the temporary trailers and the temporary FTEs. Ms. Nichols noted that not all ARPA funds are committee, and they will be seeking input from the community as to how to spend them. So far, South Burlington has been focusing on staffing (counselors, behavioral clinicians, academic supports music and health at the elementary and middle schools, and academic support at the high school), and PPE expenses. Ms. Emery asked what is available from Montpelier or the federal government regarding facilities. Mr. Marckres said there are discussions in this session of the Legislature, but there has been no movement except for allocating some money for a survey of all Vermont schools. There has been no action to bring back funding for construction, and it is unknown what will happen with “Build Back Better.” Ms. Emery also asked the status of things that were removed from the previous budget. Mr. Marckres said some things have been restored. Co-curricular is back almost to pre-2020 levels. Some things can be addressed through Education Recovery. Ms. Emery thanked the school district for making in-person learning possible. Mr. Barritt asked whether the trailers will be equipped with plumbing and sewer. Mr. Marckres said they are not. Mr. Barritt asked whether there is an indication from the City Assessor of any increase in commercial values. Ms. Baker said the grand list will be set as of 1 April 2022. The Assessor will be working on new values as of 1 April. Ms. Riehle asked if it is anticipated that some of the additional support services that are being funded through recovery money will go away when those funds expire or whether they will STEERING COMMITTEE 24 JANUARY 2022 PAGE 4 have to be supported by taxpayer money. Ms. Nichols said the emotional, social and learning supports will be needed beyond the expiration of the recovery funds. It will all depend on what happens with COVID cases. Mr. Cota asked whether the school district owns property in the city other than the existing schools. Ms. Burkhardt said they do not, and they are not targeting any particular property at the moment. 5. Presentation of FY23 City Budget: Mr. Bolduc credited the number of city employees involved in the preparation of the city’s proposed FY23 budget. He then outlined the goals of the proposed budget including sensitivity to tax rate increases, conservatively planning for wage adjustments for 3 expiring bargaining unit contracts, funding “frozen” and unfunded positions to pre-pandemic levels of service, meeting operation needs of 180 Market Street and 19 Gregory Drive (which the city now fully owns), funding critical deferred expenses (e.g., ambulance), restoring FY22 CIP funding reductions, and strategically allocating ARPA funding. Mr. Bolduc noted the city has budgeted a little over a 5% increase which includes re-funding of 3 critical positions, additional property insurance costs for 180 Market Street, and increases in the two “pennies” items. The amount of the city budget to be raised from taxes is $17,962,812 which will result in a 3.24% tax increase. The average single family home will pay $118 more for the year, and the average condo will pay $79 more. Mr. Bolduc then reviewed budget highlights including bringing 180 Market Street fully on line, funding 2 new part time and 1 full time Library positions, addressing IT needs (e.g., better cyber security and Office 365 implementation), hiring of a handyperson, and a focus on capital planning strategy. ARPA funding will be used to address 80% of the 3 staff positions, replacement of dispatch consoles, cyber security, Planning & Zoning Department software, Fire/EMS staffing (partial funding with the balance from the general fund), and an ambulance. This will leave $4,500,000 in ARPA funds. The city will seek public input on the best use of those funds. STEERING COMMITTEE 24 JANUARY 2022 PAGE 5 Mr. Bolduc then addressed revenues, noting that 63 of the city budget is supported from property taxes. Other sources include local options taxes which are rebounding the pre-COVID levels and are currently exceeding projections and increases in permitting revenues. Mr. Bolduc explained that when the grand list increased, the one cent “pennies” for open space and paths was increased by $95,000 each. With regard to utilities, Mr. Bolduc noted that there will be very slight increases in stormwater, sewer and water fees resulting in a total annual increase to rate payers of $16.83. Emerging issues in the city include: inflation, settling of the 3 bargaining unit contracts, regional dispatch planning, the city’s Climate Action Plan, and absorbing deferred costs which will mean catching up in future years. Mr. Bolduc noted that the city will not be mailing ballots to all voters for the March election. Voters will have to request a mail-in ballot. 6. Other City and School Updates: Ms. Baker said the city’s Climate Action Task Force is at work, and the school district has expresses interest in that work. The City Charter Committee will be asked to look at governance in participation with the school district over the next two years. The next public hearing on the proposed amendments to the Land Development Regulations will be on 7 February. Ms. Baker then reviewed the candidates for open position on the School Board and City Council as follows: 2-year School Board position……….Kate Bailey 3-year School Board position……….Michele Boyer Remaining 2 years of a 3-year School Board position……….Brian Champion (who may withdraw) and Chelsea Tillinghast; STEERING COMMITTEE 24 JANUARY 2022 PAGE 6 2-year City Council position……..Meaghan Emery and Chris Trombley 3-year City Council position…….Tim Barritt and Linda Bailey 7. Other Business: Ms. Riehle thanked outgoing School Board members Bridget Burkhardt and Brian Meunier for their service to the city. As there was no further business to come before the Steering Committee, Mr. Cota moved to adjourn. Ms. Emery seconded. The motion passed unanimously. The meeting was adjourned at 7:58 p.m. _____________________________ Clerk 104 Landfill Road, South Burlington, VT 05403 www.southburlingtonvt.gov tel 802.658.7961 Memo To: South Burlington City Council From: Thomas J. DiPietro Jr., Interim Director of Public Works Cc: Jessie Baker, City Manager Ashley Parker, City Project Manager Date: February 22, 2022 Re: Award of Construction Contract for the Mid-Block Pedestrian Crossing at Kennedy Drive and West Twin Oaks Project (South Burlington ST BP21(7) CA0654) On January 28, 2022, the City of South Burlington held a bid opening for the Mid-Block Pedestrian Crossing at Kennedy Drive and West Twin Oaks Project. This project includes construction of a pedestrian crosswalk including RRFBs and street lighting at the intersection of Kennedy Drive and West Twin Oaks. The project was previously awarded a $75,000 grant for partial construction funding through aspecial offering of the 2021 VTrans Small-scale Bicycle and Pedestrian grant program. As part of the grant agreement, all work must be completed before December 15, 2022. The City received three responsive bids from contractors to complete this work (summarized in Table 1 and the attached bid tabulation). The project team reviewed the bid packages submitted and determined that all required materials and bonds were included, and all necessary documents had been signed. Table 1. Summary of Bids Received for the Woodcrest Dr Stormwater Improvement Project Contractor Total Bid Price Don Weston Excavating $308,269.00 Engineers Construction, Inc. $341,131.00 All Seasons Excavating, Inc. $450,505.00 The low bid for this project was submitted by Don Weston Excavating for the amount of $308,269.00. This proposal is approximately 34% higher than the engineer’s estimate for the project, which was $230,684.50 (see attached Recommendation to Award letter from the project engineer). The primary drivers of these higher than anticipated costs are line items associated with pavement, traffic control, and the cost of drainage structures. The City contacted our grant partner and asked to increase the grant funding awarded to the project. No additional grant funds are available. The City also considered re-bidding the project, but it was determined that these costs are not out of line with unit prices observed in the current construction market. Rebidding would only delay the project and likely result in similar construction costs. This project will be paid for using Penny For Paths funding as noted in the Council approved CIP, and staff have confirmed there is a balance sufficient to support this work. As noted above, there is also $75,000 in grant funds that will be put towards the total construction cost. Based on this, I am requesting that City Council authorize the South Burlington Department of Public Works to award the Mid-Block Pedestrian Crossing at Kennedy Drive and West Twin Oaks Project to Don Weston Excavating. If you would like additional information on this project or the bid results, please contact Tom DiPietro, Interim Director of Public Works, at (802) 658-7961. February 1, 2022 Mr. Tom DiPietro Interim Director of Public Works City of South Burlington 104 Landfill Road South Burlington, VT 05403 Re: Bid Results & Recommendation of Award Kennedy Drive at West Twin Oaks Terrace Mid-Block Pedestrian Crossing South Burlington, VT Hoyle, Tanner Project No. 910912.00 Dear Tom: We have reviewed the bids received for the above-referenced project. A tabulation of these bids and our bid analysis is enclosed for your review. The purpose of this letter is to summarize the bid results and to make a recommendation of award. The bids were opened at 11:00 am on January 28, 2022. Three (3) bid proposals were received, and the following is a summary of the results: Engineers Estimate Hoyle, Tanner & Associates Inc. Total Bid: $230,684.50 Don Weston Excavating Total Bid: $308,269.00 Engineers Construction, Inc. Total Bid: $341,131.00 All Seasons Excavating & Landscaping, Inc. Total Bid: $450,505.00 All bids received were responsive and contained the required bid bonds in the amount of 5% of the bid price. Don Weston Excavating is the low bidder with a total bid of $308,269.00. After reviewing and analyzing the bids received and local experience and capabilities, we recommend award of the project to Don Weston Excavating. However, we recognize that the bids exceed the originally anticipated cost for construction. A first step may be to reach out to VTrans to determine if additional funding is available from their Small-Scale Bike/Ped program. If not available from VTrans, the City could consider if funding for the shortfall could be provided locally. The third option would be to rebid the project, although a reduction in project costs can not necessarily be expected, as the project was bid at a beneficial time of year and we have not been made of any specific conditions that caused contractors to escalate their unit prices above the current construction market. Should you have any questions or require further information please do not hesitate to contact the undersigned at (603) 460-5168 or shaas@hoyletanner.com. Very truly yours, Hoyle, Tanner & Associates, Inc. Stephen B. Haas, PE Project Manager Enclosures Memo To: South Burlington City Council From: David Wheeler, Stormwater Superintendent CC: Jessie Baker, City Manager Tom DiPietro, Interim Director of Public Works Date: February 16, 2022 Re: Stormwater System Engineering Agreements for 3-Acre Sites The South Burlington Department of Public Works is currently working with twelve 3-Acre Sites to complete the preliminary engineering and final design work necessary to meet the requirements of the Stormwater General Permit 3-9050. This work is being funded by a CWSRF loan with 100% loan forgiveness. Included with this memo are seven (7) proposed Stormwater System Engineering Agreements that define the roles and responsibilities for both the City and the property during the engineering and design phase of the projects. The agreements authorize the expenditures for design and engineering related work, allow the City property access to the project sites, and grant the City permission to apply for permits on behalf of the property owners. Among other topics, the agreements define how contract termination would be handled during the engineering and design phase of the project. Agreements for the following projects have been finalized and are ready for signature: - Queensbury Road - Technology Park - Green Tree Park - Heathcote Acadia - Windjammer - Rice Memorial High School - Ethan Allen Industrial Park Based on the above, I am requesting that City Council authorize staff to execute the Stormwater System Engineering Agreements with Queensbury Road Housing Limited Partnership, 30 Community Drive, 55 Community Drive, Technology Park Campus, LLC; Greentree Owners Area Association, Inc.; Heathcote Associates, L.P.; The Windjammer Hospitality Group, LLC; Rice Memorial High School; and Ethan Alen Industrial Park Stormwater Management Association, Inc.. If you would like additional information on this project, please contact David Wheeler, Stormwater Superintendent, at (802) 658-7961 x6113 or dwheeler@sburl.com 1 STORMWATER SYSTEM ENGINEERING AGREEMENT This AGREEMENT is made by and between QUEENSBURY ROAD HOUSING LIMITED PARTNERSHIP, a Vermont limited partnership with its principal place of business in the City of South Burlington in the County of Chittenden and State of Vermont, hereinafter collectively referred to as “Queensbury”, and the CITY OF SOUTH BURLINGTON, a Vermont municipality in the County of Chittenden and State of Vermont, hereinafter referred to as the “City”. W I T N E S S E T H: WHEREAS, Queensbury is a limited partnership that for the purposes of this Agreement represents the owners of single-family and multi-family houses located along Queensbury Road and Bluff Court in the City, which is shown on a survey plat entitled, “Plat of Subdivision of Lands of Vincent and Marcina Morin For O’Brien Brothers Agency, Inc.,” dated November, 1989, last revised February 27, 1991, prepared by FitzPatrick-Llewellyn, Incorporated, and recorded in Map Volume 275, Page 90 of the City of South Burlington Land Records (the “Property”); and WHEREAS, the City has adopted an ordinance entitled “Ordinance Regulating the Use of Public and Private Sanitary Sewerage and Stormwater Systems,” which regulates the discharge of stormwater in the City, and has initiated programs to manage stormwater discharges throughout the City; and 2 WHEREAS, in connection with implementation of the above-mentioned programs, the City desires that existing stormwater systems for developments with expired individual state stormwater discharge permits in the City be upgraded to meet new Vermont Agency of Natural Resources (the “Agency”) stormwater discharge requirements defined in Stormwater General Permit 3-9050 issued on September 1, 2020 (the “Permit”); and WHEREAS, the State of Vermont has identified the Property and Queensbury Road as a site with an expired discharge permit (#1-0946) in a stormwater-impaired watershed (Centennial Brook) that is therefore required to meet requirements of Section 1.3.F of the Permit; and WHEREAS, pursuant to Section 2.3.D of the Permit, Queensbury is to submit an Initial NOI no later than twelve months from the effective date of the Permit (Dec 1, 2020); and WHEREAS, Queensbury desires to have the City assume responsibility for designing the improvements needed to Queensbury’s stormwater management system to satisfy the requirements of the Permit as of the date hereof (the “Stormwater Improvements”); and WHEREAS, the City is willing to assume responsibility for working with a designer or engineer to design the Stormwater Improvements, provided it receives adequate funding to cover all of the costs for such design work; and WHEREAS, the City has accepted ownership of portions of the impervious surface area covered by the Permit, comprised of roadway right-of-way for portions 3 of Queensbury Road, including all improvements within the right-of-way, by Quitclaim Deed from S.D. Mansfield, Inc., dated August 22, 2007, and recorded in Volume 805, Page 756 of the City of South Burlington Land Records; and WHEREAS, there are approximately 2.64 acres of impervious surface area on the Property and within the City’s road rights-of-way that are covered by the Permit; and WHEREAS, the City’s road right-of-way for Queensbury Road comprises of approximately 1.15 acres of impervious surface area within the area covered by the Permit, which is forty-three and six-tenths percent (43.6%) of the total Permit area; and WHEREAS, Queensbury owns 1.49 acres of impervious surface area within the area covered by the Permit, which is fifty-six and four-tenths percent (56.4%) of the total Permit area; and WHEREAS, the City has applied for a no interest loan from the Clean Water State Revolving Fund (CWSRF) to complete the design and engineering work needed at project sites required to comply with the Permit and anticipates receiving a loan with terms that will include 100% forgiveness of the principal loan amount after five years (the “Loan”); and WHEREAS, the City will utilize funds from the Loan to pay for the design and engineering work needed to develop stormwater treatment practices on Queensbury’s Property that meet the requirements of the Permit subject to certain terms and conditions. 4 NOW THEREFORE, in consideration of these mutual premises and covenants herein contained, Queensbury, acting by and through _____________________, the ___________________ and duly authorized agent of Champlain Housing Trust, and the City, acting by and through its City Council, covenant and agree as follows: 1. Queensbury hereby: A. Authorizes the City to enter into a contract with an engineering or design firm to perform the work required to design the Stormwater Improvements so they will meet the requirements of the Permit and to develop associated plans in an amount estimated not to exceed Fifty Thousand Dollars ($50,000), subject to Section 2(B), below, (the “Design Contract”) and to take any and all actions which the City, in the reasonable exercise of its discretion, deems necessary and appropriate to provide for the diligent performance of the Design Contract; B. Grants the City and the engineering or design firm developing plans for the Stormwater Improvements such rights of access to the Property as is reasonably requested by the City, or its selected engineering or design firm, to evaluate the condition of the Queensbury’s stormwater system, to map said stormwater system and to design the Stormwater Improvements; C. Grants the City authority to submit permit applications to government bodies and agencies on Queensbury’s behalf for any approvals that are prerequisites to construction of the Stormwater Improvements; 5 D. Agrees to pay fifty-six and four-tenths percent (56.4%) of the fees associated with the Permit’s Notice of Intent in accordance with its pro-rata share of impervious surface area covered by the Permit; E. Agrees that the City shall not be responsible for any fines which may be assessed by the Agency as a result of the negligence of Queensbury or the failure of Queensbury to abide by Permit conditions or requirements; F. Agrees to comply with the requirements of the CWSRF loan, including but not limited to the List of Federal Laws and Authorities Where Applicable that is attached hereto and incorporated by reference herein as if it is a part hereof; and G. Agrees to file a Notice of Intent under the Permit on or before July 1, 2023. 2. The City hereby agrees that it will: A. Make available to Queensbury, through the Champlain Housing Trust’s representative, or another duly authorized agent as directed by Queensbury, all contracts issued by the City for design of the Stormwater Improvements; B. On or before January 1, 2022, enter into the Design Contract with an engineering or design firm to perform the work required to design the Stormwater Improvements in accordance with the requirements of the Permit and develop associated plans. The foregoing obligation is dependent upon and subject to the City receiving a response to a request for proposals that does not exceed the Fifty Thousand Dollar ($50,000) threshold, unless the City determines in a 6 reasonable exercise of its discretion either that sufficient additional grant or loan funds are available to cover the portion of the cost that exceeds Fifty Thousand Dollars ($50,000), or that the City can use funds available to the South Burlington Stormwater Utility to cover additional costs in excess of Fifty Thousand Dollars ($50,000); and C. Pay forty-three and six-tenths percent (43.6%) of the fees associated with the Permit’s Notice of Intent in accordance with the City’s pro-rata share of impervious surface area covered by the Permit; D. Take any and all actions which it, in the reasonable exercise of its discretion, deems necessary and appropriate to oversee the diligent performance of the Design Contract; E. Pay all sums due under the Design Contract; F. Furnish Queensbury with periodic progress reports on the Design Contract as mutually agreed; and G. Promptly terminate the Design Contract in accordance with its terms upon receipt of a written request from Queensbury. 3. The City shall have the right to terminate the Design Contract if it determines that termination is necessary for the best interests of the City. Prior to such termination, the City shall provide Queensbury a reasonable time of no less than fifteen (15) days to accept or decline an assignment of the Design Contract under which Queensbury assumes all of the City’s obligations and responsibilities under the Design Contract, including but not limited to any payment obligations 7 under said Design Contract. The City’s termination of the Design Contract shall not relieve the City of its obligation to pay for all costs of the Design Contract incurred up to the date of the City’s termination. 4. If not earlier terminated, this Agreement will have been fully performed and shall terminate upon the completion of the design of the Stormwater Improvements and receipt of all permits or approvals needed for the construction of the Stormwater Improvements. 5. This Agreement may only be amended by written agreement of the parties. 6. The Recitals to this Agreement are incorporated herein. 7. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. 8. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but together will constitute one and the same instrument. 9. This Agreement does not obligate either party to construct the Stormwater Improvements. [Signature Page Follows] 8 DATED this ____ day of __________________, 2021. IN PRESENCE OF: CITY OF SOUTH BURLINGTON _________________________ By: ____________________________ Witness Jessie Baker, City Manager And Duly Authorized Agent DATED this ____ day of __________________, 2021. IN PRESENCE OF: QUEENSBURY ROAD HOUSING LIMITED PARTNERSHIP ___________________________ By: _____________________________ Witness Duly Authorized Agent SON21-002 CWSRF SW Engineering Agr - Queensbury Rd SPF revd 11-23-21.docx 1 STORMWATER SYSTEM ENGINEERING AGREEMENT This STORMWATER SYSTEM ENGINEERING AGREEMENT (the “Agreement”) is made by and between HEATHCOTE ASSOCIATES, L.P., a New York limited partnership, (“Heathcote”) and the CITY OF SOUTH BURLINGTON, a Vermont municipality in the County of Chittenden and State of Vermont, hereinafter referred to as the “City”. W I T N E S S E T H: WHEREAS, Heathcote owns a parcel of land located in the City of South Burlington, County of Chittenden and State of Vermont, as more particularly described on the attached Exhibit A, with an address of 570 Shelburne Road. Heathcote acquired such parcel by Warranty Deed dated July 8, 1986, and recorded July 14, 1986, in Book 217, Page 1 of the City of South Burlington Land Records (the “Property”); and WHEREAS, in 2021, the City adopted an ordinance entitled “Ordinance Regulating the Use of Public and Private Sanitary Sewerage and Stormwater Systems,” recorded in Ordinance Volume 1, Page 269 of the City of South Burlington Land Records which regulates the discharge of stormwater in the City, and has initiated programs to manage stormwater discharges throughout the City; and WHEREAS, in connection with implementation of the above-mentioned programs, the City desires that existing stormwater systems for developments with over three (3) acres of impervious surface area in the City be upgraded to meet new Vermont Agency of Natural Resources (the “Agency”) stormwater discharge requirements defined in Stormwater General Permit 3-9050 issued on September 1, 2020 (the “Permit”); and 2 WHEREAS, the State of Vermont has identified the Property as a site that has in excess of three (3) acres of impervious surface area (known individually as a “Three-Acre Site” and collectively as “Three-Acre Sites”) and is therefore required to meet the requirements of Section 1.3.D of the Permit; and WHEREAS, Heathcote desires to have the City assume responsibility for designing the improvements needed to Heathcote’s stormwater management system to satisfy the requirements of the Permit (the “Heathcote’s Stormwater Improvements”); and WHEREAS, in connection with Heathcote’s Stormwater Improvements, the City has requested Heathcote provide access to the Property so that the City and its agents and contractors may evaluate the condition of Heathcote’s stormwater management system, conduct a survey, map the stormwater management system, locate and mark private utilities, design Heathcote’s Stormwater Improvements, and perform soil testing (the “Tests”); and WHEREAS, Heathcote has agreed to allow the City access to the Property under the terms and conditions set forth herein; and WHEREAS, the City has assumed responsibility for working with a designer or engineer to design Heathcote’s Stormwater Improvements; and WHEREAS, the City has received a no interest loan from the Clean Water State Revolving Fund (CWSRF) to complete the design and engineering work needed at Three-Acre Sites in the City of South Burlington to comply with the Permit with terms that include one hundred percent (100%) forgiveness of the principal loan amount after five (5) years (the “Loan”), evidenced by the Loan Agreement by and between the City and CWSRF, a copy of which is attached hereto as Exhibit B; and 3 WHEREAS, Heathcote desires to have the City access the Loan’s funds in designing Heathcote’s Stormwater Improvements so that same meet the requirements of the Permit, and as such Heathcote shall comply with Exhibit B (List of Federal Laws and Authorities Where Applicable) to the Loan Agreement; and WHEREAS, the City will utilize funds from the Loan to pay for the design and engineering work needed to design Heathcote’s Stormwater Improvements so that same meet the requirements of the Permit, subject to certain terms and conditions. NOW THEREFORE, in consideration of these mutual promises and covenants herein contained, Heathcote and the City, acting by and through its City Council, covenant and agree as follows: 1. Heathcote hereby: A. Authorizes the City to enter into a contract with Hoyle, Tanner & Associates, Inc. to perform the work required to design Heathcote’s Stormwater Improvements so that same will meet the requirements of the Permit and to also develop associated plans therefor (the “Design Contract”) and to take any and all reasonable actions which the City, in its reasonable discretion, deems necessary and appropriate to provide for the diligent performance of the Design Contract, a copy of which is attached hereto as Exhibit C; B. After three (3) business days’ prior written notice to Heathcote so that an agent of Heathcote can be present and receipt of Heathcote’s written consent, which shall not be unreasonably withheld, conditioned, or delayed, grants the City, its agents and contractors, such rights of access to the Property as is reasonably requested by the City, or its agents and contractors, to evaluate the condition of Heathcote’s stormwater system, to map the stormwater system, to 4 design Heathcote’s Stormwater Improvements, and to conduct the Tests, in accordance with the following terms and conditions: (i) Access to the Property shall only occur during business hours at reasonable times. (ii) Prior to access, the City shall submit for Heathcote’s approval the certificates of insurance as required pursuant to Exhibit D annexed hereto, and neither the City nor its agents and contractors shall be permitted to access the Property unless and until Heathcote approves such certificates. (iii) Neither the City nor its agents and contractors may conduct any intrusive inspections or boring, except those needed to design Heathcote’s Stormwater Improvements, without Heathcote’s prior written consent, which consent may be withheld, granted or granted upon conditions in Heathcote’s sole and absolute discretion. (iv) Neither the City nor its agents and contractors shall have the right to make inquiries of tenants or employees of Heathcote or its property manager(s) without Heathcote’s prior consent, which may be conditioned upon an agent or representative of Heathcote accompanying the City and/or its agents and contractors during such inquiries. (v) All activities undertaken by the City and its agents and contractors in connection with their access to the Property and the Tests shall comply with all applicable laws and regulations. 5 (vi) The City and its agents and contractors shall promptly restore at their sole cost and expense any disturbance or damage arising at the Property in connection with the Tests as near as reasonably practicable to its prior condition. (vii) The City and its agents and contractors agree to keep confidential and not to disseminate to any third party and shall cause its agents or representatives to keep confidential and not disseminate to any third party, any information they (and/or their agents or representatives) obtain as a result of the Tests, except to the Agency for the purposes of designing and permitting Heathcote’s Stormwater Improvements and to the extent disclosure is required by law, such as, by the Vermont Public Records Act. This section shall survive the termination of this Agreement. C. Upon Heathcote’s prior review and written approval, Heathcote grants the City authority to submit permit applications to government bodies and agencies on Heathcote’s behalf for any approvals that are prerequisites to construction of Heathcote’s Stormwater Improvements. D. Agrees to pay one hundred percent (100%) of the fees associated with the Permit’s notice of intent (the “NOI”), in accordance with its pro-rata share of impervious surface area covered by the Permit. Heathcote may request that the City use Loan funds to pay Heathcote’s share of the fees associated with the NOI, which the City may approve in its sole and complete discretion in the event there are Loan funds are available at the time of Heathcote’s request. E. Agrees that the City shall not be responsible for any fines which may be assessed by the Agency as a result of the negligence of Heathcote or the failure of Heathcote to abide by the Permit conditions or requirements. 6 F. Agrees to comply with the List of Federal Laws and Authorities Where Applicable that is attached to the Loan Agreement as Exhibit B and incorporated by reference herein as if it is a part hereof. G. Agrees that the City may file the NOI. 2. The City hereby agrees that it will: A. Provide to Heathcote, copies of any plans of the Property, all reports rendered, including but not limited to, those rendered in connection with the Tests, and contracts issued by the City for design of Heathcote’s Stormwater Improvements; B. Enter into the Design Contract and comply with the terms and conditions contained therein; C. Take any and all actions which it, in its reasonable discretion, deems necessary and appropriate to oversee the diligent performance of the Design Contract; D. Diligently pursue the engineering and design of Heathcote’s Stormwater Improvements; E. Arrange for virtual meetings at least once every three (3) months with Heathcote, Heathcote’s engineer, the City, and the City’s engineers beginning in March 2022; F Pay all sums due under the Design Contract including, but not limited to, those incurred in connection with the Tests; G. Furnish Heathcote with written monthly progress reports on the Design Contract; H. Promptly terminate the Design Contract in accordance with its terms upon receipt of a written request from Heathcote; I. File the NOI under the Permit; and 7 J. Seek to acquire an easement benefitting the Property, which easement terms shall be approved by Heathcote, which approval shall not be unreasonably withheld, conditioned or delayed, for a new storm drain to an existing stormwater pond from the neighboring property owner, O’Dell Parkway PUD Association, Inc.; and K. Work with its contractors and agents to perform the Tests. 3. The City shall have the right to terminate the Design Contract if it determines that termination is necessary for the best interests of the City. Prior to such termination, the City shall provide Heathcote a reasonable time of no less than thirty (30) days to accept or decline an assignment of the Design Contract under which Heathcote may assume all of the City’s obligations and responsibilities under the Design Contract, including but not limited to any payment obligations under said Design Contract. The City’s termination of the Design Contract shall not relieve the City of its obligation to pay for all costs of the Design Contract incurred up to the date of the City’s termination. 4. If not earlier terminated, this Agreement will have been fully performed and shall terminate upon the completion of the design of Heathcote’s Stormwater Improvements and receipt of all of the required permits or approvals for the construction of Heathcote’s Stormwater Improvements, including but not limited to, City site plan approval and the (stormwater) Construction General Permit. Copies of all permit applications, permits, approvals and plans shall be provided to Heathcote as and when requested during the design process of Heathcote’s Stormwater Improvements. 5. All notices hereunder to Heathcote or City shall be sent by email communication, which must be sent with a delivery receipt and a read receipt, and shall be deemed delivered unless an automated undeliverable message is received by Heathcote and City: 8 Heathcote: Heathcote Associates L.P. c/o Acadia Realty Trust 411 Theodore Fremd Avenue, Suite 300 Rye, New York 10580 Attn.: General Counsel Email: legalnotices@acadiarealty.com with a copy to: Heathcote Associates L.P., c/o Acadia Realty Trust 411 Theodore Fremd Avenue, Suite 300 Rye, New York 10580 Attn.: Property Management Email: legalnotices@acadiarealty.com City: City of South Burlington Department of Public Works 575 Dorset Street. South Burlington, Vermont 05403 Attention: David P. Wheeler, Stormwater Superintendent Telephone: (802) 658-7961 Ext. 6113 Email: dwheeler@sburl.com 6. This Agreement may only be amended by written agreement of the parties. 7. The Recitals to this Agreement are incorporated herein. 8. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 9. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but together will constitute one and the same instrument. 10. This Agreement does not obligate either party to construct Heathcote’s Stormwater Improvements. 11. This Agreement shall not be construed against the party who caused the same to be prepared. 12. Nothing contained in this Agreement shall be construed as obligating Heathcote to dedicate Heathcote’s Stormwater Improvements located on the Property to the City as public 9 infrastructure, and nothing contained in this Agreement shall require the City to accept any proffered dedication of Heathcote’s Stormwater Improvements. 13. The signatory of this Agreement on behalf of each party represents that he/she is a duly appointed officer, member or representative of such party and is duly authorized to execute this document on behalf of such party. 14. If the City defaults under its obligations as set forth in this Agreement, Heathcote, using reasonable discretion, shall have the right to terminate this Agreement upon provision of five (5) days’ written notice to, and a thirty-day (30) opportunity to cure any default of, the City. In the event of such termination, Heathcote and the City shall each pay fifty percent (50%) of any funds due to Hoyle, Tanner & Associates. 15. This Agreement contains the entire understanding between the parties with respect to the matter contained herein. No representations, warranties, covenants or agreements have been made concerning or affecting the subject matter of this Agreement, except as are contained herein. 16. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Vermont. 17. Nothing herein shall obligate Heathcote to accept an easement from the neighboring property owner, O’Dell Parkway PUD Association, Inc.. In the event Heathcote refuses to accept an easement from the neighboring property owner, then Heathcote shall be responsible for any and all costs for the design of alternative stormwater improvements, and in that event, Heathcote and its engineers shall have the opportunity to review engineering designs provided by Hoyle, Tanner & Associates, Inc. and determine if same are agreeable. 10 18. This Agreement may be executed in two or more counterparts and each of such counterparts, for all purposes, shall be deemed to be an original but all such counterparts together shall constitute but one and the same instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart. Signatures transmitted electronically by email in a “PDF” format shall have the same force and effect as original signatures on the Agreement. 19. Each of the parties hereto shall be responsible for their own legal fees incurred in the negotiation and execution of this Agreement. DATED this ____ day of __________________, 2022. IN PRESENCE OF: CITY OF SOUTH BURLINGTON _________________________ By: ____________________________ Witness Jessie Baker, City Manager And Duly Authorized Agent DATED this ____ day of __________________, 2022. IN PRESENCE OF: HEATHCOTE ASSOCIATES, L.P. By: Acadia Heathcote LLC, its General Partner ___________________________ By: _____________________________ Witness Name: Title: 11 Exhibit List: Exhibit A: Property Description (570 Shelburne Road) Exhibit B: Loan Agreement by and between the City and CWSRF Exhibit C: Design Contract by and between the City and Hoyle, Tanner & Associates, Inc. Exhibit D: Insurance Requirements SON21-002 CWSRF SW Engineering Agr - Acadia - 10-21-21.docx 12 Exhibit A to Stormwater System Engineering Agreement Property Description – 570 Shelburne Road, South Burlington, Vermont Being a parcel of land containing 9.75 acres, more or less, located on the easterly side of Shelburne Road (also known as U.S. Route 7) in the City of South Burlington, said parcel depicted on a survey entitled "ALTA/ACSM Land Title Survey prepared for: Heathcote Associates, L.P. Shelburne Road. South Burlington, Vermont", date of survey, March 5, 2002, date of Plat, March 7, 2002, prepared by Northland Surveyors. PC, recorded in Map Volume 495, Pages 129-130 (now Map Slide 495 of the South Burlington City Land Records. EXHIBIT B TO STORMWATER SYSTEM ENGINEERING AGREEMENT EXHIBIT C TO STORMWATER SYSTEM ENGINEERING AGREEMENT Page 2 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx Client shall advise Consultant of any safety or security programs which may be applicable to Consultant during Project site visits. Client shall make decisions and perform other Client responsibilities in a timely manner so as not to delay Consultant’s performance of services. Client’s responsibilities may include those agreed upon and identified in Exhibit A. Article 3: Schedule Consultant is authorized to begin providing services on the effective date of the Agreement. Consultant shall perform services in conformance with the schedule guided by and subject at all times to sound judgment and practice in accordance with law and professional ethics. If the schedule changes or orderly progress of services is impaired through no fault of Consultant; the schedule for services shall be adjusted and compensation may be adjusted by amendment to this Agreement. Specific schedule requirements for providing services may be provided in Exhibit D. Services will be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. Notwithstanding anything to the contrary contained herein, Consultant shall not be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations results from any cause beyond its reasonable control or without its negligence. Article 4: Compensation and Payment for Services Consultant shall charge for all services requested by Client and rendered by Consultant in connection with the Project in strict accordance with the conditions set forth in this Article of the Agreement. The charges made by Consultant under this Article and the payment of said charges by Client shall constitute full compensation for all expenses incurred by Consultant in connection with the services rendered including F.I.C.A. taxes, Federal and State unemployment taxes, costs in connection with employees’ benefits, office expenses, supplies, and equipment, the general costs of doing business, and Consultant’s profit; and Subconsultants engaged by Consultant for the Project, if any. Consultant’s compensation for services and the method of compensation shall be as described in Exhibit C. Consultant shall prepare and submit monthly applications for payment for services completed under this Agreement. Invoices shall be Consultant’s standard form or other form approved by Client. Invoices are due within thirty (30) days of receipt by Client. Page 3 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx If payments are not made on time, Consultant may suspend services under this Agreement, after giving Client seven (7) day notice, until payment is received by Consultant. Client waives any and all claims against Consultant due to such suspension of services and agrees to appropriate adjustments to the Project schedule and Consultant’s schedule. Client may withhold payment of a disputed invoice, however, Client must advise Consultant promptly of the reason for doing so and Client agrees to process and pay any portion of the invoice which is not in dispute. Client shall not withhold payments based on damages that Client has incurred or alleges that it has incurred unless Consultant has been adjudged liable for such damages and failed to compensate Client accordingly within 30 days of such determination. Article 5: Standard of Care The standard of care for all professional services performed or furnished by Consultant under this Agreement will be the skill and care used by members of Consultant’s profession practicing under similar circumstances at the same time and in the same locality. Consultant makes no warranties, express or implied, under this Agreement or otherwise, in connection with Consultant’s services. Article 6: Opinions of Cost When included in Consultant’s scope of services, opinions or estimates of probable construction costs are prepared on the basis of Consultant’s experience and qualifications and represent Consultant’s judgment as a professional generally familiar with the industry. However, since Consultant has no control over the cost of labor, materials, equipment or services furnished by others, or Contractor’s methods of determining prices, or over competitive bidding or market conditions, Consultant cannot and does not guarantee that proposals, bids, or actual construction cost will not vary from Consultant’s opinions or estimates of probable construction cost. Article 7: Compliance with Laws and Regulations Consultant shall review codes, regulations, and laws applicable to Consultant's services and shall exercise professional care to design in compliance with all applicable codes, regulations and laws in effect as of the effective date of this Agreement. Consultant cannot warrant that the applicable interpreting or enforcing authority will similarly interpret such requirements. If such codes, regulations and laws change during the project and are imposed during the project by government authorities with jurisdiction over the project, such changes may require changes to the Consultant’s scope of services, schedule and compensation. Article 8: Underground Facilities The location of underground facilities may be required in order to perform subsurface explorations for the project and the location of underground facilities may be shown on the construction Contract drawings. Page 4 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx Unless otherwise provided, Client shall provide Consultant with the locations of underground facilities, structures and utilities. If the locations are not known, are inaccurate or cannot be confirmed, Client accepts and retains all risk of damages or losses resulting from the exploration work. Consultant will take reasonable precautions to avoid damage to underground facilities and shall coordinate the locations of such facilities with known owners of the facilities. The information shown on the construction Contract drawings with respect to underground facilities shall be based on information furnished by the facility owners to the Client and Consultant and Consultant shall not be responsible for the accuracy or completeness of such information. If conditions or locations of underground facilities are found to be different during construction appropriate adjustments, if any, shall be made in accordance with the provisions of construction Contract. Article 9: Construction Phase Services If this Agreement provides for any construction phase services by Consultant, it is understood that the Contractor, not Consultant, is responsible for the construction of the project, and that Consultant is not responsible for the acts or omissions of any Contractor, Subcontractor or material supplier; for safety precautions, programs or enforcement; or for construction means, methods, techniques, sequences and procedures employed by the Contractor. Consultant, including the resident project representative if provided, does not assume any responsibility for the Contractor’s failure to perform the construction in accordance with the Contract documents. Site visits and observations by Consultant are intended to provide Client greater confidence that the completed work by the Contractor will conform to the Contract documents; and site visits are not detailed inspections and do not extend to every aspect of the Contractor’s work. Article 10: Design without Construction Phase Consultant and Client agree that if Consultant’s services do not include construction phase services, Client or Client’s designated agent shall be solely responsible for interpretation of the Contract documents and observing the work of the Contractor to discover, correct and mitigate errors, inconsistencies or omissions and if Client authorizes deviations from Consultant prepared documents or if conditions are discovered that are not accounted for in the documents prepared by Consultant, Client shall not bring any claim against Consultant and shall indemnify and hold Consultant, its agents and employees harmless from and against claims, losses, damages and expenses, including but not limited to defense costs and time of Consultant, to the extent such claims, loss, damage or expenses arise out of or results in whole or in part from such deviations, regardless of whether or not such claims, loss damage or expense is caused in part by a party indemnified under this provision. Article 11: Use of Documents and Ownership of Electronic Documents All documents prepared or furnished by Consultant pursuant to this Agreement are instruments of Consultant’s professional service, and Consultant shall retain an ownership and property interest therein. Page 5 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx Consultant grants Client a license to use instruments of Consultant’s professional service for the purpose of constructing, occupying and maintaining the Project. Reuse or modification of any such documents by Client, without Consultant’s written permission and professional involvement, shall be at Client’s sole risk, and Client agrees to indemnify and hold Consultant harmless from all claims, damages and expenses, including attorneys’ fees, arising out of such reuse by Client or by others acting through Client. Documents that may be relied upon by Client are limited to those that are signed or signed and sealed by Consultant, which may be in electronic or hardcopy format in conformance with professional engineering practice regulations in effect in project jurisdiction. Any conclusion or information obtained or derived from such other documents will be at the user’s sole risk. When transferring documents in electronic media format, Consultant makes no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems or computer hardware differing from those in use by Consultant at the beginning of this assignment. Article 12: Insurance Consultant procures and maintains insurance as set forth in Exhibit B. Consultant shall cause Client to be an additional insured on any applicable general liability insurance policy of the Consultant. Consultant shall provide Client reasonable notice of changes to any policy. Client shall procure and maintain workers’ compensation insurance, employer’s liability insurance, general liability insurance, excess or umbrella liability and automobile liability insurance. Client shall cause Consultant and its subconsultants to be additional insureds on any general liability policies and as loss payees on any property insurance policies of Client applicable to the projects. Client shall require Contractor to carry workers’ compensation, general liability, property damage, motor vehicle damage and injuries and other insurances to protect Client and Consultant and subconsultant; and Client shall require Contractor’s policies to cover Consultant and its subconsultants as additional insureds. Client may request Consultant and/or subconsultants provide and maintain additional insurance coverage, at the expense of client. Article 13: Suspension and Termination Client may terminate this Agreement with seven days prior written notice to Consultant for convenience or cause. Consultant may terminate this Agreement for cause with seven days prior written notice to Client. Failure of Client to make payments when due shall be cause for suspension of services or, ultimately, termination, unless and until Consultant has been paid in full all amounts due for services, expenses and other related charges. Article 14: Indemnification and Limitation of Liability To the fullest extent permitted by law, Consultant shall indemnify Client, its officers, directors, partners, employees, and representatives, from and against losses, damages, and judgments arising from claims by Page 6 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx third parties, including reasonable attorneys’ fees and expenses recoverable under applicable law, but only to the extent they are found to be caused by a negligent act, error, or omission of Consultant or Consultant’s officers, directors, members, partners, agents, employees, or subconsultants in the performance of services under this Agreement. To the fullest extent permitted by law, Client shall indemnify Consultant, its officers, directors, partners, employees, and representatives, from and against losses, damages, and judgments arising from claims by third parties, including reasonable attorneys’ fees and expenses recoverable under applicable law, but only to the extent they are found to be caused by a negligent act, error, or omission of Client or Client’s officers, directors, members, partners, agents, employees, or subconsultants in the performance of services under this Agreement. Article 15: Dispute Resolution Client and Consultant agree that they shall first submit any and all unsettled claims, counterclaims, disputes, and other matters in question between them arising out of or relating to this Agreement to mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration Association, effective as of the date of this agreement. Article 16: Environmental Conditions It is acknowledged by both parties that Consultant’s scope of services does not include any services related to the presence at the site of asbestos, PCBs, petroleum, hazardous waste or radioactive materials. Client acknowledges that Consultant is performing professional services for Client and Consultant is not and shall not be required to become an “arranger,” “operator,” “generator” or “transporter” of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA). Further, Consultant has no responsibility for the handling, identification, remediation, or presence of any hazardous materials at the site. Article 17: Controlling Law This Agreement shall be governed by the laws of the principal place of business of Consultant/State of Vermont. Article 18: Successors and Assigns Client and Consultant each binds itself, its partners, successors, executors, administrators and assigns, to the other party of the Agreement and to the partners, successors, executors, administrators and assigns, for such other party to all covenants of this Agreement. Except as above, neither Client nor Consultant shall assign, sublet or transfer its interest in this Agreement without the written consent of the other party hereto. Nothing in this paragraph shall prevent Consultant from employing such independent subconsultants as Consultant may deem appropriate to assist in the performance of the services of this Agreement. Page 7 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx Article 19: Severability If any of the terms and conditions of this agreement are deemed unenforceable or invalid, in whole or in part, by judgment or order of a court, that shall not affect the remaining terms and conditions of the Agreement and they shall remain in full force and effect. Article 20: Waiver of Provisions Non-enforcement of any provision of this Agreement by Client or Consultant shall not constitute a waiver of that provision; and non-enforcement shall not prohibit subsequent enforcement of the provision or any other provision of the Agreement. Page 9 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx EXHIBIT A Scope of Work The project approach will be similar for each project as described below with modifications made for each depending on distinct characteristics of the individual project. The scope of work will follow distinct steps and tasks as follows: Step # Task Description 1 Initial Notice of Intent (NOI) This step includes the preparation and submission of existing information for each project in accordance with the state requirements for an Initial Notice of Intent. Further breakdown of step tasks are as follows: 1.1 Site/Project Information – Site-specific information will be gathered for each project including project description, address, SPAN numbers, location (coordinates), and identification of discharges to Class A and B waters. 1.2 Existing Permits – Any existing permits previously issued to the project will be identified, including stormwater and associated Act 250 permits. 1.3 Property Ownership – Listing of property owners. 1.4 Site Plan – A site plan will be prepared utilizing existing GIS data. The plan will identify all impervious surface on the parcel(s) that require permit coverage. 1.5 Initial NOI (Deliverable) – Hoyle Tanner will prepare and submit the initial NOI for each project. 2 Engineering Feasibility Analysis (EFA) The Engineering Feasibility Analysis (EFA) step will include a detailed analysis of all existing stormwater practices located on each project site and whether the existing practices meet the requirements of the Vermont Stormwater Management Manual (VSMM). The analysis will include recommendations of additional measures or retrofits that can be implemented to improve treatment and/or bring the practice into compliance with the VSMM, and/or Flow Restoration Plans if applicable. The analysis will also include an identification of all natural resource impacts of the recommended project. The deliverable for each project will be an EFA Report prepared in accordance with Section 4.1 of the Stormwater General Permit 3-9050. Further breakdown of step tasks are as follows: 2.1 Analysis of Existing STPs – The existing Stormwater Treatment Practices (STPs) at each site will be identified and assessed. This step will include site visits, review of existing engineering plans, and a reexamination of any applicable projects proposed in the approved Flow Restoration Plans. Page 10 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx 2.2 Natural Resource Review – An assessment will be completed of potential impacts to natural resources such as wetlands, rivers and streams, and river corridors. 2.3 Preparation of EFA Report (Deliverable) – An EFA report will be prepared and submitted. 3 Engineering Design Based on the results from the Engineering Feasibility Analysis, compliance with the Stormwater General Permit 3-9050 will be determined. Those projects not in compliance will advance into final design phase. The first step in final engineering design is to establish the existing conditions of each project site. The following task descriptions outline our team’s approach: 3.1 Survey – Site survey will be conducted and prepared by subconsultant, Vermont Survey & Engineering. The survey will form the basis of the existing conditions plan and proposed design plan. 3.2 Soil Evaluation & Infiltration Testing – Soil characterizations will be completed by Watershed Consulting. Test pit(s) will be dug with the aid of a backhoe subcontractor at each project site as near to the proposed project location as feasible given existing site conditions (i.e., underground utilities, pavement, etc.). Soils will be logged for texture, structure, consistency, moisture content, and redox features (per USDA classification). Where applicable, infiltration testing will be performed by Watershed Consulting to confirm infiltration rates for design. All methodology for test pits and infiltration testing will be in accordance with the VSMM. All results of the soils investigation and infiltration testing will be documented in a technical memo for each project site. Test pit locations will be shown on the existing conditions site plan. 3.3 Utility Location – Hoyle Tanner will coordinate with local utilities to locate and confirm all utilities within the project area. This includes but is not limited to the City and Dig Safe (including participating utilities: Vermont Gas, Consolidated Communications, and Green Mountain Power). All utilities will be shown on the existing conditions site plan. 3.4 Wetland Screening – Wetland screening for each project site will be conducted by subconsultant Gilman & Briggs Environmental, Inc. Wetland delineations, where applicable, will be shown on the existing conditions site plan. 3.5 Existing Conditions - With the data collected during the above steps, our team will develop existing conditions site plans in AutoCAD and build a HydroCAD model of the existing stormwater practices for each project. The following two deliverables will form the basis for the proposed design. Page 11 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx 3.5.1 Existing Conditions Site Plan (Deliverable) – An existing conditions site plan will be developed for each project showing the existing STPs, utilities, wetlands (if applicable), and other relevant features. This plan will be used as a basis for subsequent design tasks. 3.5.2 Existing Conditions HydroCAD Model (Deliverable) – Existing STPs will be modeled in HydroCAD to evaluate current performance and serve as a basis for concept design. 3.6 Concept Design - Where additional stormwater treatment is necessary to bring sites up to standards, the Hoyle Tanner team will propose upgrades or retrofits to existing practices or develop concepts for entirely new practices to meet the requirements of FRPs and state standards. If new practices are necessary, any relevant projects proposed in the FRPs will be evaluated and the designs refined as needed. Any new treatment practices will be designed with a priority towards infiltration, or, if not feasible, will be designed to maximize peak flow reductions and reduce phosphorus loading. A conceptual design for each project will be created and include a proposed site plan prepared in AutoCAD showing the proposed practice at a conceptual level, a HydroCAD model showing volumetric sizing, and an engineer’s opinion of probable construction costs based on VTrans unit pricing with a concept level of contingency factored in. The conceptual design deliverable for each project will be submitted to the City and stakeholders for input and approval prior to advancing with final design. It is anticipated that the City will take the lead role in stakeholder coordination and the engineer’s role will be a supportive one. 3.6.1 Conceptual Design Plan (Deliverable) – A proposed conceptual site plan including the proposed STP(s) will be developed in AutoCAD. 3.6.2 Conceptual Design HydroCAD Model (Deliverable) – The proposed STP(s) will be modeled in HydroCAD to properly size the practices to meet permit requirements and ensure that the practice(s) are feasible given existing site conditions. 3.6.3 Conceptual Design Cost Estimate (Deliverable) – A conceptual level cost estimate will be developed at this stage. 3.7 Preliminary Design for Permitting Purposes - Following buy-in of all stakeholders, each project will advance into preliminary design for identification of all required permits. The deliverable for each project will include the recommended project proposed site plan prepared in AutoCAD, preliminary HydroCAD model, the engineer’s opinion of probable construction costs (preliminary with contingency), and a list of anticipated required permits. Page 12 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx 3.7.1 Preliminary Design Plan (Deliverable) – The conceptual site plan will be advanced to the preliminary design phase and presented on a design plan developed in AutoCAD. 3.7.2 Preliminary Design HydroCAD Model (Deliverable) – The HydroCAD model will be further refined to the preliminary design level. 3.7.3 Preliminary Design Cost Estimate (Deliverable) – Preliminary design costs, including contingency, will be developed. 3.7.4 Preliminary List of Permits (Deliverable) – A list of applicable permits that will be required for each site will be provided. 3.8 Final Design - The final design step for each project will include the preparation of final plans and specifications of the proposed stormwater practice, a final conditions HydroCAD model, and an engineer’s opinion of probable construction costs based on VTrans unit pricing. Final specifications will include a bid tab and “front-end” bid documents. During the final design phase, the Hoyle Tanner team will apply for all necessary permits associated with each proposed project, including but not limited to: Act 250 Minor Permit Amendments, State of Vermont Wetlands Permits, Army Corps of Engineers Wetlands and Stream Permits, Vermont State Stream Alteration Permits, Stream Buffer Permits, Riparian Corridor Permits, and local zoning and development review board permits. It is noted that all permit fees are to be paid for by the City. The final step in the final design phase will be to apply for and submit the NOI for each proposed project on behalf of the City. It is noted that the fee for the NOI application for each project is to be paid for by the City. 3.8.1 Final Design Plans (Deliverable) – Final design plans for the proposed STPs will be completed. 3.8.2 Final Design HydroCAD Model (Deliverable) – A final design HydroCAD model will be developed for each site. 3.8.3 Final Design Cost Estimate (Deliverable) – A final engineer’s opinion of probable construction costs will be provided based on VTrans unit pricing. 3.8.4 Final Specifications (Deliverable) – Final specifications for the proposed STPs will be completed and will include all bid documents. 3.8.5 Apply for Permits (Deliverable) – All required permit applications will be submitted. 3.8.6 Apply for NOI (Deliverable) – A final NOI application will be submitted on behalf of the City for each site. Page 13 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx EXHIBIT B Insurance Consultant has the following Insurance coverages: a. Workers’ Compensation and Employers’ Liability $ $ $ 1,000,000 1,000,000 1,000,000 Each Accident Disease-Each Employee Disease-Policy Limit b. General Liability Commercial Package $ $ $ $ $ 1,000,000 2,000,000 2,000,000 1,000,000 10,000 Each Occurrence General Aggregate Products- Comp/Op Agg Personal & Adv Injury Med Exp (any one person) c. Umbrella $ $ 10,000,000 10,000,000 Each Occurrence Aggregate d. Business Auto (Hired and Non-Owned) $ 1,000,000 Combined Single Limit Per Accident e. Professional Liability $ $ 5,000,000 5,000,000 Per claim Annual Aggregate Page 14 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx EXHIBIT C Compensation for Services Client shall pay Consultant for services set forth in Exhibit A and in accordance with the provisions of Article 4 of this Agreement as follows: C.2 Standard Hourly Rates Method of Payment The estimated amounts shall equal the cumulative hours charged by each class of Consultant’s personnel time applicable standard hourly rates for each category. The estimated amounts include reimbursable expenses such as transportation, postage, telephone, fax, printing and equipment rental; and include charges of subconsultants engaged by Consultant. The Consultant may modify the amounts for individual phases to reflect services actually provided by phase; however, Consultant shall not exceed the total Compensation without the approval of Client. Task #Task Description Final Design Cost 1 Initial NOI 2,220$ 2 Engineering Feasibility Analysis 3,863$ 3 Engineering Design 52,390$ Project Administration 1,692$ 60,165$ 1 Initial NOI -$ 2 Engineering Feasibility Analysis 3,673$ 3 Engineering Design 46,570$ Project Administration 1,692$ 51,935$ 1 Initial NOI 1,970$ 2 Engineering Feasibility Analysis 3,673$ 3 Engineering Design 49,070$ Project Administration 1,692$ 56,405$ 1 Initial NOI 1,970$ 2 Engineering Feasibility Analysis 3,673$ 3 Engineering Design 48,070$ Project Administration 1,692$ 55,405$ 223,910$ Shaw's - Total Cost 1 - Vermont National Country Club Total Block 2 - Final Design Cost Proposal Vermont National Country Club - Total Cost 2 - Odell Parkway Eastwood Commons City's Edge Condominiums Odell Parkway Eastwood Commons City's Edge Condominiums - Total Cost 3 - Ledge Knoll Ledge Knoll - Total Cost 4 - Shaw's Page 15 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement- For_Professional_Services_.docx Consultant shall bill Client based on hours charged at standard billing rates plus reimbursable expenses incurred plus subconsultant expenses for the billing period. During the term of this Agreement, direct salaries may be adjusted as part of Hoyle Tanner’s companywide revisions due to increases in cost of living as well as merit and shall not be limited to employees assigned to provide services under this Agreement. Page 16 \\htaburl-file\Burlington\Esg\1078 - South Burlington\21.107881.00 Stormwater Engineering Design for 3 Acre Sites\0-Contract\Proposal Documents\SBurl_Agreement-For_Professional_Services_.docx EXHIBIT D Schedule BLOCK 2 PROJECT SCHEDULE Start Date End Date Start Date End Date Start Date End Date Start Date End Date 1 Initial NOI 6/1/2022 8/1/2022 10/1/2021 12/1/2021 10/1/2021 12/1/2021 10/1/2021 12/1/2021 2 Engineering Feasibility Analysis (EFA)8/1/2022 10/1/2022 12/1/2021 1/31/2022 12/1/2021 1/31/2022 12/1/2021 1/31/2022 3 Engineering Design 3.1 Survey 8/31/2022 10/1/2022 10/31/2021 11/30/2021 10/31/2021 11/30/2021 10/31/2021 11/30/2021 3.2 Test Pit & Infiltration Testing 8/1/2022 8/31/2022 10/1/2021 10/31/2021 10/1/2021 10/31/2021 10/1/2021 10/31/2021 3.3 Utility Location 8/1/2022 8/31/2022 10/1/2021 10/31/2021 10/1/2021 10/31/2021 10/1/2021 10/31/2021 3.4 Wetlands Screening & Analysis 8/1/2022 8/31/2022 10/1/2021 10/31/2021 10/1/2021 10/31/2021 10/1/2021 10/31/2021 3.5 Existing Conditions Site Plan & Model 10/1/2022 12/30/2022 12/1/2021 1/30/2022 12/1/2021 1/30/2022 12/1/2021 1/30/2022 3.6 Concept Design Plan, Model & Cost Estimate 12/30/2022 3/1/2023 1/30/2022 5/1/2022 1/30/2022 5/1/2022 1/30/2022 5/1/2022 3.7 Preliminary Design for Permitting Purposes - 30%3/1/2023 5/1/2023 5/1/2022 7/1/2022 5/1/2022 7/1/2022 5/1/2022 7/1/2022 3.8 Final Design Plans, Specs, Model & Cost Estimate 5/1/2023 2/1/2024 7/1/2022 6/1/2023 7/1/2022 6/1/2023 7/1/2022 7/1/2023 Apply for Permits 9/3/2023 1/1/2024 1/1/2023 5/1/2023 1/1/2023 5/1/2023 1/1/2023 6/1/2023 Apply for NOI 2/1/2024 6/1/2023 6/1/2023 7/1/2023 Shaw'sTask #Category & Task Vermont National Country Club Odell/Eastwood Commons Ledge Knoll CERTIFICATE HOLDER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH)If yes, describe underSPECIAL PROVISIONS below © 1988- 2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTION DEDUCTIBLE CLAIMS-MADE OCCUR $ $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS WC STATU-TORY LIMITS OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS $ COMBINED SINGLE LIMIT(Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE(Per accident)$ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER PRODUCERCUSTOMER ID #: ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THEEXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THEPOLICY PROVISIONS. © 1988- 2009 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSUREDINSURED INSURER A : CONTACTNAME:CONTACTNAME:CONTACTNAME: FAXFAX(A/C, No):(A/C, No): E-MAILE-MAILADDRESS:E-MAILADDRESS:E-MAILADDRESS:PRODUCERCUSTOMER ID #: PHONEPHONE(A/C, No, Ext):(A/C, No, Ext):E-MAIL(A/C, No, Ext):E-MAIL TENANT / CONTRACTOR all carriers must have A- VII or better Best Rating all carriers must have A- VII or better Best Rating all carriers must have A- VII or better Best Rating X X VALID POLICY # -NO BINDER (MUST HAVE $3MM PER OCCURRENCE either in Primary GL or combined with Umbrella policy) 1,000,000 1,000,000 1,000,000 2,000,000 2,000,000 VALID POLICY # -NO BINDER (if used in course of business - delivery services, etc.) 1,000,000 1,000,000 1,000,000 100,000 X X VALID POLICY# -NO BINDER (if Primary GL does not have $3MM per occurrence coverage) 2,000,000 2,000,000 X VALID POLICY # -NO BINDER $500,000 $500,000 $500,000PROPERTY (CONTENTS, BUSINESS INCOME & B&M) $250,000 BOILER & MACHINERY (when dedicated HVAC unit) Contents/BI -Varies Heathcote Associates, L.P., Acadia Heathcote LLC, Acadia Realty Limited Partnership, Acadia Realty Trust, and their affiliated entities, subsidiaries, employees, officers, directors, any applicable ground lessor, tenant and agents are named as additional insured as their interest may apply with respect to General Liability, Automobile Liability and Umbrella/Excess Liability per the written contract. - ADDRESS Heathcote Associates, L.P. c/o Acadia Heathcote LLC (certs@acadiarealty.com) 411 Theodore Fremd Ave., Suite 300 Rye, New York 10580 Attn:Douglas Austin EXHIBIT D TO STORMWATER SYSTEM ENGINEERING AGREEMENT 1 STORMWATER SYSTEM ENGINEERING AGREEMENT This AGREEMENT is made by and between ETHAN ALLEN INDUSTRIAL PARK STORMWATER MANAGEMENT ASSOCIATION, INC., a Vermont corporation with a place of business in the City of South Burlington in the County of Chittenden and State of Vermont, hereinafter collectively referred to as the “Association”, and the CITY OF SOUTH BURLINGTON, a Vermont municipality in the County of Chittenden and State of Vermont, hereinafter referred to as the “City”. W I T N E S S E T H: WHEREAS the Association is comprised of the owners of certain real property and improvements thereon known as Lots 22 through 42 of the Ethan Allen Industrial Park abutting Airport Parkway, Ethan Allen Drive and Commerce Avenue in the City, which is shown on a subdivision plat or site plan entitled “Ethan Allen Industrial Subdivision, Phase 3, Lots 22-42: Overall Site Plan,” dated February 1987, last revised September 1987, prepared by Fitzpatrick-Llewellyn Inc., and recorded in Map Volume 252, Page 22 (Map Slide 205) of the City of South Burlington Land Records (the “Property”); and WHEREAS, the City has adopted an ordinance entitled “Ordinance Regulating the Use of Public and Private Sanitary Sewerage and Stormwater Systems,” which regulates the discharge of stormwater in the City, and has initiated programs to manage stormwater discharges throughout the City; and WHEREAS, in connection with implementation of the above-mentioned programs, the City desires that existing stormwater systems for developments with 2 over three acres of impervious surface area in the City be upgraded to meet new Vermont Agency of Natural Resources (the “Agency”) stormwater discharge requirements defined in Stormwater General Permit 3-9050 issued on September 1, 2020 (the “Permit”); and WHEREAS, the State of Vermont has identified the Association’s Property as a site that has in excess of three acres of impervious surface area (known individually as a “Three-Acre Site” and collectively as “Three-Acre Sites”) and is therefore required to meet requirements of Section 1.3.D of the Permit; and WHEREAS, the Association desires to have the City assume responsibility for designing the improvements needed to the Association’s stormwater management system to satisfy the requirements of the Permit as of the date hereof (the “Stormwater Improvements”); and WHEREAS, the City is willing to assume responsibility for working with a designer or engineer to design the Stormwater Improvements, provided it receives adequate funding to cover all of the costs for such design work; and WHEREAS, the City has accepted ownership of portions of the impervious surface area covered by the Permit, comprised of roadway right-of-way for Commerce Avenue, including all improvements within the right-of-way, by Warranty Deed from John H. Belter, Jr. and Joyce N. Belter, dated November 14, 1995, and recorded in Volume 384, Page 654 of the City of South Burlington Land Records; and 3 WHEREAS, there are approximately 17.07 acres of impervious surface area on the Property and within the City’s road rights-of-way that are covered by the Permit; and WHEREAS, the City’s road right-of-way for Commerce Avenue comprises of approximately 1.66 acres of impervious surface area within the area covered by the Permit, which is nine and seven-tenths percent (9.7%) of the total Permit area; and WHEREAS, the Association owns 15.41 acres of impervious surface area within the area covered by the Permit, which is ninety and three-tenths percent (90.3%) of the total Permit area; and WHEREAS, the City has applied for a no interest loan from the Clean Water State Revolving Fund (CWSRF) to complete the design and engineering work needed at Three-Acre Sites to comply with the Permit and anticipates receiving a loan with terms that will include 100% forgiveness of the principal loan amount after five of years (the “Loan”); and WHEREAS, the City will utilize funds from the Loan to pay for the design and engineering work needed to develop stormwater treatment practices on the Association’s Property that meet the requirements of the Permit subject to certain terms and conditions. NOW THEREFORE, in consideration of these mutual premises and covenants herein contained, the Association, acting by and through its Board of Directors and duly authorized representative, and the City, acting by and through its City Council, covenant and agree as follows: 1. The Association hereby: 4 A. Authorizes the City to enter into a contract with an engineering or design firm to perform the work required to design the Stormwater Improvements so they will meet the requirements of the Permit and to develop associated plans in an amount estimated not to exceed Eighty Thousand Dollars ($80,000), subject to Section 2(A) and 2(B), below, (the “Design Contract”) and to take any and all actions which the City, in the reasonable exercise of its discretion, deems necessary and appropriate to provide for the diligent performance of the Design Contract; B. Grant the City and the engineering or design firm developing plans for the Stormwater Improvements such rights of access to the Property as is reasonably requested by the City, or its selected engineering or design firm, to evaluate the condition of the Association’s stormwater system, to map said stormwater system and to design the Stormwater Improvements; C. Grant the City authority to submit permit applications to government bodies and agencies on the Association’s behalf for any approvals that are prerequisites to construction of the Stormwater Improvements, subject to the requirements of Section 2(A); D. Agrees to pay ninety and three-tenths percent (90.3%) of the application and/or filing fees associated with the Permit’s Notice of Intent in accordance with its pro-rata share of impervious surface area covered by the Permit; provided, however, that such pro rata share for such initial fees shall not be binding on future agreements relating to the construction of improvements under the Notice of Intent; 5 E. Agrees that the City shall not be responsible for any fines which may be assessed by the Agency as a result of the negligence of the Association or the failure the Association to abide by Permit conditions or requirements; provided, however, that this exception shall not apply to fines which are assessed as a result of the negligence of the City; F. Agrees to comply with the requirements of the CWSRF loan, including but not limited to the List of Federal Laws and Authorities Where Applicable that is attached hereto and incorporated by reference herein as if it is a part hereof; and G. Agrees to file a Notice of Intent under the Permit on or before December 1, 2024. 2. The City hereby agrees that it will: A. Make available to the Association’s president or duly authorized agent all contracts issued by the City for design of the Stormwater Improvements and all draft permit applications prepared under Section 1(C) prior to submittal; B. On or before January 1, 2022, enter into the Design Contract with an engineering or design firm to perform the work required to design the Stormwater Improvements in accordance with the requirements of the Permit and develop associated plans. The foregoing obligation is dependent upon and subject to the City receiving a response to a request for proposals that does not exceed the Eighty Thousand Dollar ($80,000) threshold, unless the City determines in a reasonable exercise of its discretion either that sufficient additional grant or loan funds are available to cover the portion of the cost that exceeds Eighty Thousand 6 Dollars ($80,000), or that the City can use funds available to the South Burlington Stormwater Utility to cover additional costs in excess of Eighty Thousand Dollars ($80,000); C. Pay nine and seven-tenths percent (9.7%) of the application and/or filing fees associated with the Permit’s Notice of Intent in accordance with the City’s pro-rata share of impervious surface area covered by the Permit; provided, however, that such pro rata share for such initial fees shall not be binding on future agreements relating to the construction of improvements under the Notice of Intent; D. Agrees to file and/or sign the Notice of Intent under the Permit as a co-applicant. E. Take any and all actions which it, in the reasonable exercise of its discretion, deems necessary and appropriate to oversee the diligent performance of the Design Contract; F. Pay all sums due under the Design Contract; and G. Furnish the Association with periodic progress reports on the Design Contract as mutually agreed; and H. Promptly terminate the Design Contract in accordance with its terms upon receipt of a written request from the Association. I. Comply with the requirements of the CWSRF loan, including but not limited to the List of Federal Laws and Authorities Where Applicable that is attached hereto and incorporated by reference herein as if it is a part hereof, and to 7 use good faith efforts to satisfy any necessary and terms of the CWSRF Loan which are required to obtain loan forgiveness; 3. The City shall have the right to terminate the Design Contract if it determines that termination is necessary for the best interests of the City. Prior to such termination, the City shall provide the Association a reasonable time of no less than fifteen (15) days to accept or decline an assignment of the Design Contract under which the Association assumes all of the City’s obligations and responsibilities under the Design Contract, including but not limited to any payment obligations under said Design Contract. The City’s termination of the Design Contract shall not relieve the City of its obligation to pay for all costs of the Design Contract incurred up to the date of the City’s termination. 4. If not earlier terminated, this Agreement will have been fully performed and shall terminate upon the completion of the design of the Stormwater Improvements and receipt of all permits or approvals needed for the construction of the Stormwater Improvements. Notwithstanding the foregoing, the parties may enter into a further agreement or agreements at a later date relating to the construction of the Stormwater Improvements under the Notice of Intent. 5. This Agreement may only be amended by written agreement of the parties. 6. The Recitals to this Agreement are incorporated herein. 7. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 8 8. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but together will constitute one and the same instrument. 9. This Agreement does not obligate either party to construct the Stormwater Improvements. DATED this ____ day of __________________, 2022. IN PRESENCE OF: CITY OF SOUTH BURLINGTON _________________________ By: ____________________________ Witness Jessie Baker, City Manager And Duly Authorized Agent DATED this ____ day of __________________, 2022. IN PRESENCE OF: ETHAN ALLEN INDUSTRIAL PARK STORMWATER MANAGEMENT ASSOCIATION, INC. ___________________________ By: _____________________________ Witness Alfred R. Senecal Jr. Duly Authorized Agent 44glp3ns.DOCX PUBLIC HEARING NOTICE The City of South Burlington is considering making application to the State of Vermont for a VCDP Implementation Grant (2022) under the Vermont Community Development Program. A public hearing will be held on Tuesday, February 22, 2022 at 7:30 PM at the South Burlington City Hall, 180 Market Street, South Burlington, VT, virtually at https://www.gotomeet.me/SouthBurlingtonVT/city-council-meeting02-22-2022, or by telephone at (224) 501-3412, with access code 597-189-581. The purpose of the public hearing is to obtain the views of citizens on community development, to furnish information concerning the amount of funds available and the range of community development activities that may be undertaken under this program, the impact to any historic and archaeological resources that may be affected by the proposed project, and to give affected citizens the opportunity to examine the proposed statement of projected use of these funds. The proposal is to apply for $1,000,000 in VCDP Funds which will be used to accomplish the following activities: Summit Properties plans to develop 94 new mixed-income apartments in two separate 47-unit buildings located on lots 10 and 11 of the Hillside at O’Brien Farm community in South Burlington, with current address of 255 Kennedy Drive (the “Development”). Each building will include 4 stories of apartments with parking underneath. This application will provide financing for the construction and acquisition of the Development. A draft copy of the proposed application will be available for public review by February 7, 2022 at South Burlington City Hall, 180 Market Street, South Burlington, VT and may be viewed during the weekday hours of 8:00 AM to 4:30 PM. Should you require any special accommodations, please call Paul Conner at South Burlington City Hall, 802-846-4106. For the hearing impaired please call (TTY) #1‐800‐253-0191. South Burlington City Council Copy submitted by: Tom Getz Please send Tear Sheet & Invoice to: Summit Properties Attention: Tom Getz 7 Aspen Drive, South Burlington, VT 05403 1 REQUEST FOR CITY COUNCIL SUPPORT FOR CDBG APPLICATION SUMMIT AT O’BRIEN FARM -- LOT 10 & LOT 11 01/13/2021 Request: On behalf of Summit Properties, I am writing to request City Council support for the Community Development Block Grant (CDGB) application for the proposed Summit at O’Brien Farm development located at lots 10 and 11 of the Hillside at O’Brien Farm community in South Burlington, Vermont (collectively the “Development”). In particular, Summit requests the following: That City Council set a public hearing for February 22, 2022, for the purpose of authorizing the City Manager to submit a CDBG application for the Development. As discussed in detail below, this Development will bring a high-impact, mixed- income community consisting of 71 affordable apartments and 23 market rate apartments to the City. Of particular note, the Development will greatly exceed the minimum number of inclusionary units required within the greater O’Brien Farm community and at much deeper affordability than the inclusionary zoning requirement provides. The minimum inclusionary requirement is 51 units affordable to individuals and families earning less than 80% of AMI, whereas Summit’s proposal will provide 71 affordable units, all of which will be affordable to residents earning less than 60% of AMI. Moreover, at least 25% of the affordable units will be set aside for the homeless and at risk of homelessness, and affordable to those earning less than 30% of AMI. CDBG funding is a critical component to achieving these levels of affordability, especially in light of recent construction cost increases. 2 Overall Summary: The Developments will consist of two new construction multi-family apartment buildings of 47 units each. Although located on abutting parcels, each of the Developments will be separately financed, owned, and constructed. Therefore, Summit is in the process of moving forward with separate financing applications for each lot within the Development. Construction is expected to begin on each of the developments in the summer of 2022, with a placed in-service date in late summer of 2023. The Developments will provide numerous amenities, including underground parking, a fitness center, outdoor community space including patio, available storage lockers, laundry, central elevator, and on-site management office. The Apartments include common areas and residential units that support people with disabilities, including physical accessibility and Universal Design features. Every unit in the project will be adaptable and visitable, as defined by the Vermont Housing Finance Agency’s Universal Design standards. Studio’s will average approximately 500 sq. feet, one-bedroom’s approximately 675 sq. feet, and two bedrooms over 900 sq. feet. Rents will include all utilities. Lot 10 Summary Lot 10 will consist of 8 market-rate and 39 perpetually affordable housing units. The affordable apartments will include 12 units set aside for individuals and families earning less than 30% of Area Median Income (“AMI”). These units will provide supportive services for the homeless and at-risk through a partnership with COTS. The remaining 27 income-restricted units will be affordable to low- income families and individuals earning less than 60% of AMI. Lot 11 Summary Lot 11 will consist of 15 market-rate and 32 perpetually affordable housing units. The affordable apartments will include 8 units set aside for individuals and families earning less than 30% of AMI. These units will provide supportive services for the homeless and at-risk through a partnership with COTS. The 3 remaining 24 income-restricted units will be affordable to low-income families and individuals earning less than 60% of AMI. Compliance with HUD’s Consolidated Plan: This application is consistent with the three guiding principles identified in the 2020-2024 HUD consolidated plan. ➢ Achieving Perpetual Affordability of Housing Resources and Investments: Collectively, the Developments will add 71 permanently affordable apartments to the housing stock of Chittenden County. 20 of these apartments will be affordable to individuals and families earning less than 30% of AMI. These apartments will be targeted to Vermonters who are homeless and at-risk. The ability to bring this number of high-quality, new- construction affordable apartments on-line in separate, but adjoining projects, offers a unique, high impact opportunity for the State. ➢ Development consistent with “Smart Growth” Pattern: The Developments will be integrated into the greater Hillside at O’Brien farm community, within South Burlington’s transit overlay district adjacent to Kennedy Drive in South Burlington. This location has been specifically identified by the City as a focus for new development and is part of the City’s core development area, supported by transit and City services. ➢ Linking Homelessness with Permanent Housing Systems: The Developments will provide supportive services for the homeless and at-risk through a partnership with COTS. Summit and COTS will utilize the same model that has proven successful in two recent affordable communities in Winooski, Vermont, to provide housing and supportive services to folks specifically identified and referred by COTS. 4 Thank you very much for your consideration of this application. If you have any questions please do not hesitate to reach out by phone or email using the contact information below. Sincerely, Tom Getz On behalf of Summit Properties Contact Information: Tom Getz, CEO tgetz@summitpmg.com 802-846-5430 ext. 3113 Overall Framework: Conceptual Full Build-Out 120-140 Residential For Sale Homes 300-330 Residential Dwelling Units, Mixed-Use, Services, Senior Housing Range of Industrial Uses Limited by Lot Coverage of 70% Phase I Existing Master Plan 9 Summit at O’Brien Farm Project Location within greater O’Brien Farm Community Final Plat December 2021 Lot 10 and Lot 11 Final Plat December 2021 Lot 12 and Lot 14 Preliminary Plat March 2020 Lot 13 and Lot 15 Final Plat December 2021 Eastview Preliminary Plat Issued 8/31/21 9 Lot 11Lot 14 Final Plat December 2021 Final Plat December 2021 Submission 19 Final Plat December 2021 Submission 20 VCDP Implementation Grant 2021 Organization: City of South Burlington 07110-IG-2021-SBurlingtonC-22 Project Budget: Housing: IG-New Construction Activity IG-New Construction VCDP Amount Requested $1,000,000 Activity Total $26,845,062 If you are uploading your Activity Details and Basis for Estimates, put See Attached in the textbox and upload your document. Activity Details and Basis for Estimates* The activity is the new construction of multi-family residential buildings. Cost estimates are based on projected cost per square foot figures determined in comparison to comparable recently completed buildings as well as buildings currently under construction, plus an inflationary premium. Instructions: For the Other Resources entries below, please select the appropriate resource, the resource type and enter the amount. If you select “Other” as the Resource, enter a brief description in the “Other Description” column. If you have supporting documentation for the Resource and can upload an electronic version, use the Browse button and upload the document. The Other Resources Total and the Activity Total will be calculated when you Save this page . Other Resources Type Amount Other Description Funding Source Status Upload Alread Upload (LIHTC) - Low Income Housing Tax Credit Equity $12,384,816 Federal Pending a (BANK) - Bank Financing Loan $7,975,000 Private Pending a (VHCB) - Vermont Housing & Conservation Board Grant $3,016,012 ARPA Federal Pending a (EVT) - Efficiency Vermont Grant $266,900 State/Local Pending a Other Loan $896,334 Deferred Development Fee Private Committed a (VHFA) - Vermont Housing Finance Agency Grant $400,000 Housing Investment Fund State/Local Pending a (VAHTC) VT Affordable Housing Tax Credit Program Equity $506,000 State/Local Pending a Other Grant $400,000 Municipal APRA State/Local Pending a Total $25,845,062 Page 1 of 102/17/2022 180 Market Street South Burlington, VT 05403 tel 802.846.4107 fax 802.846.4101 www.southburlingtonvt.gov TO: South Burlington City Council FROM: Martha Machar, City Finance Officer Andrew Bolduc, Deputy City Manager DATE: February 22, 2022 Regular City Council Meeting RE: FY21 Audit Report ______________________________________________________________________________ Find attached the final documents for Fiscal Year 2021 Audit work performed by RHR Smith & Company. It is a lot of information but Brittany Gilman from RHR Smith will make a presentation on the audit to provide an overview and answer any questions you may have on FY21 audit report. During the September 20, 2021 Council meeting, we presented unaudited end of year financial reports and estimated a surplus of $1.4M. During this meeting, the staff recommended establishing and allocating $328K of the surplus to health insurance reserve special fund which the Council approved. This resulted in a net of $1.1M FY21 surplus to be added to fund balance. The audited financials also bring us to the same surplus of $1.1M. This huge surplus was as a result of hard decisions that were made to addressed uncertainties and realities caused by the COVID-19 pandemic. To mitigate unforeseen shortfall in revenues, the big decisions that were made included a multi-month budget freeze, refinancing the City’s pension loan, and deferring some CIP projects to future years. The COVID-19 impacts on the revenues were significant but the revenues ended up in a much better position by the end of the fiscal year than was projected. The revenues coming in better than anticipated plus the budget freeze on the capital projects resulted in the huge FY21 surplus. Also attached is the Management Letter to Council from RHR Smith. It contains just one recommendation about updating federal procurement procedures. The staff have already begun to address this recommendation. All in all, it is a very good letter. FY21 was a tough year but thanks to department heads led previous administration, Kevin Dorn and Tom Hubbard, for creative problem solving and making hard decisions that resulted in ending the year with over a $1M surplus. The City is better poised to be able to continue the high levels of community and government services the members of our community enjoy. Documents attached: • FY21 Audited Financial Reports (Link only) • SAS 114 and Management Letter (Council box only) 180 Market Street South Burlington, VT 05403 tel 802.846.4107 fax 802.846.4101 www.southburlingtonvt.gov TO: South Burlington City Council FROM: Martha Machar, City Finance Officer Andrew Bolduc, Deputy City Manager DATE: February 22, 2022 Regular City Council Meeting RE: FY 22-24 Auditing Services Contract ______________________________________________________________________________ In December 2021, the city and the school district put out a joint Request For Proposal for Auditing Services for a three-year engagement starting in FY22. It was mailed to fifteen prospective accounting firms. It was also posted on the City’s website and on the websites of the following organizations for wider spread: Vermont Government Finance Officers Association, Vermont League of Cities and Towns, and Vermont Business Registry and Bid System. Although staff followed up with several audit firms individually, the City received only one proposal, coming from our current auditor, RHR Smith & Company. One of the reasons cited from the firms that did not submit a proposal were: staffing shortages in finance resulting in an inability to add clients; and, inability to match RHR Smith pricing. Consistent with the interview process back in 2018, the selection committee was a representation of multiple voices. Below are the names of those that participated: • Suzanne Lowensohn, South Burlington resident. She is a CPA and a UVM Associate Professor of Accounting • Tim Barritt, City Councilor • Krista Chadwick, School District Business Manager • Andrew Bolduc, Deputy City Manager/Treasurer • Martha Machar, Finance Officer/Assistant Treasurer The selection committee was pleased by the interview with the audit team from RHR Smith. City staff has had no complaints through the FY21 audit with the RHR Audit Team and has appreciated their institutional knowledge during the leadership transition. Throughout the City’s engagement with RHR Smith, the audit firm has always been extremely responsive to inquiries from city staff on best practices in municipal finance. While the City has now been engaged with RHR Smith for about a decade, RHR Smith emphasizes the regular rotation of audit managers to ensure independence and quality control. If the contract is awarded to them, they pledged to continue this practice during the contract term. 180 Market Street South Burlington, VT 05403 tel 802.846.4107 fax 802.846.4101 www.southburlingtonvt.gov In terms of costs, RHR Smith’s contract price remains exceptionally competitive in the marketplace. Their 3-year proposal of a fixed $33,000 for the city audits is already below the FY 23 budgeted amount of $35,000. With these reasons, it is the recommendation from the selection committee that the City award a three-year contract to RHR Smith & Company. Proposed Motion: Move that the council award a contract for auditing services to RHR Smith & Company, CPA’s for FY 22-24. Thank you for your consideration of this request, and as always, please feel free to reach out to us with any questions prior to or during this agenda item. 3 Old Orchard Road, Buxton, Maine 04093 T. 800.300.7708 | 207.929.4606 | F. 207.929.4609 www.rhrsmith.com February 11, 2022 Ms. Martha Machar, Finance Officer City of South Burlington 180 Market Street South Burlington, Vermont 05403 Dear Ms. Machar, We are pleased to confirm our understanding of the nature and limitations of the services we are to provide the City of South Burlington for the fiscal year ended 2022. We will apply the agreed-upon procedures which the City has specified, indicated below, to provide for Fixed Assets services for the fiscal year ended 2022. Our Responsibilities and Services to be Performed: • Maintain a list of the City’s fixed assets as they have been provided and updated annually by the City. • Classify and identify the useful lives of those fixed assets in accordance with IRS standards and other applicable regulatory authority guidelines, using information provided by the City. • Provide annual depreciation amounts in accordance with IRS standards and other applicable regulatory authority guidelines for the preparation of the City’s financial statements. • Provide a listing of the City’s fixed assets report on an annual basis for the City’s review and use for the preparation of the City’s financial statements. This engagement is solely to assist the City with the above-mentioned Fixed Asset services. Our engagement to apply agreed-upon procedures will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of those parties specified above. Consequently, we make no representation regarding the sufficiency of the procedures described above for any purpose. If, for any reason, we are unable to complete the procedures, we will describe any restrictions on the performance of the procedures in a report or will not issue a report as a result of this engagement. Because the agreed-upon procedures listed above do not constitute an examination, we will not express an opinion on Fixed Asset services. In addition, we have no obligation to perform any procedures beyond those listed above. Ron Smith is the engagement partner and is responsible for supervising the engagement and signing the report or authorizing another individual to sign it. 3 Old Orchard Road, Buxton, Maine 04093 T. 800.300.7708 | 207.929.4606 | F. 207.929.4609 www.rhrsmith.com City’s Responsibilities: During our engagement, the City’s management is responsible to provide us with annual additions and deletions to the fixed asset database in compliance with the City’s own adopted policies and procedures, including, but not limited to: • all required or requested documentation to verify fixed asset purchase details (including which City account(s) were expensed for the asset in their accounting system) • all documentation needed to appropriately identify and classify the fixed asset • all documentation needed to verify ownership of the fixed asset • any specific details regarding the useful life of the fixed asset (as applicable) • specific details regarding any asset retirement obligations or restrictions on the fixed asset Unless unforeseeable problems are encountered, the engagement should be completed by June 30, 2023. The above-mentioned Fixed Asset services will be provided at a flat rate charge of $250 to be billed on an annual basis. The fee estimate is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the engagement. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. In accordance with our firm policies, work may be suspended if your account becomes 30 days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination even if we have not completed our report. You will be obligated to compensate us for all time expended and to reimburse us for all out-or-pocket expenditures through the date of termination. We appreciate the opportunity to assist you and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. If the need for additional procedures arises, our agreement with you will need to be revised. It is customary for us to enumerate these revisions in an addendum to this letter. If additional specified parties of the report are added, we will require that they acknowledge in writing their responsibility for the sufficiency of procedures. RESPONSE: This letter correctly sets forth the understanding of the City of South Burlington. By: ________________________________ Title:________________________________ Date:________________________________ 3 Old Orchard Road, Buxton, Maine 04093 T. 800.300.7708 | 207.929.4606 | F. 207.929.4609 www.rhrsmith.com February 11, 2022 Ms. Martha Machar, Finance Officer City of South Burlington 180 Market Street South Burlington, Vermont 05403 Dear Ms. Machar, We are pleased to confirm our understanding of the services we are to provide the City of South Burlington for the year ending June 30, 2022. We will audit the financial statements of the governmental activities, any business type activities, any aggregate discretely presented component units, any major fund, and any aggregate remaining fund information, including the related notes to the financial statements, which collectively comprise the basic financial statements of the City of South Burlington as of and for the year ending June 30, 2022. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management’s discussion and analysis (MD&A), to supplement the basic financial statements of the City of South Burlington. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. As part of our engagement, we will apply certain limited procedures to the City of South Burlington’s RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1. Management’s Discussion and Analysis We have also been engaged to report on supplementary information other than RSI that accompanies the City of South Burlington’s financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America and we will provide an opinion on it in relation to the financial statements as a whole, in a report combined with our auditor’s report on the financial statements: 1. Schedule of expenditures of federal awards. City of South Burlington | Page 2 of 8 Audit Objectives The objective of our audit is the expression of opinions as to whether your financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole. The objective also includes reporting on • Internal control over financial reporting and compliance with provisions of laws, regulations, contracts and award agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. • Internal control over compliance related to major programs and an opinion (or disclaimer of opinion) on compliance with federal statutes, regulations, and the terms and conditions of federal awards that could have a direct and material effect on each major program in accordance with the Single Audit Act Amendments of 2096 and Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). The Government Auditing Standards report on internal control over financial reporting and on compliance and other matters will include a paragraph that states that (1) the purpose of the report is solely to describe the scope of testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance, and (2) the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. The Uniform Guidance report on internal control over compliance will include a paragraph that states that the purpose of the report on internal control over compliance is solely to describe the scope of testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Both reports will state that the report is not suitable for any other purpose. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 2096; and the provisions of the Uniform Guidance, and will include tests of accounting records, a determination of major program(s) in accordance with the Uniform Guidance, and other procedures we consider necessary to enable us to express such opinion. We will issue written reports upon completion of our single audit. Our reports will be addressed to the City Council of the City of South Burlington. We cannot provide assurance that unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion or add emphasis-of-matter or other-matter paragraphs. If our opinion on the financial statements or the single audit compliance opinions are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express opinion or issue reports, or we may withdraw from this engagement. Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. City of South Burlington | Page 3 of 8 Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us, even though the audit is properly planned and performed in accordance with U.S. generally accepted auditing standards and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, we will inform the appropriate level of management of any material errors, any fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential, and of any material abuse that comes to our attention. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from you about your responsibilities for the financial statements; schedule of expenditures of federal awards; federal award programs; compliance with laws, regulations, contract, and grant agreements; and other responsibilities required by generally accepted auditing standards. Audit Procedures—Internal Control Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by the Uniform Guidance, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance. An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, and the Uniform Guidance. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the City of South Burlington’s compliance with provisions of applicable laws, regulations, contracts, and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. City of South Burlington | Page 4 of 8 The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable federal statutes, regulations, and the terms and conditions of federal awards applicable to major programs. Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the City of South Burlington’s major programs. The purpose of these procedures will be to express an opinion on the City of South Burlington’s compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance. Other Services We will also assist in preparing the draft financial statements that are based on management’s chart of accounts and trial balance and any adjusting, correcting, and closing entries that have been approved by management; preparing draft Management’s Discussion and Analysis, notes to the financial statements, Schedule of Expenditures of Federal Awards, Schedule of Expenditures of Department Agreements and Compilation of Agreement Settlement Forms based on information determined and approved by management; reviewing City of South Burlington-maintained depreciation schedules for which management has determined the method of depreciation, rate of depreciation, and salvage value of the asset, all in conformity with U.S. generally accepted accounting principles, permissible nonattest services under the AICPA Code of Conduct and nonaudit services under Government Auditing Standards for attest/audit engagements, and Uniform Guidance. These nonaudit services do not constitute an audit under Government Auditing Standards and such services will not be conducted in accordance with Government Auditing Standards. We will perform the nonattest/nonaudit services in accordance with applicable professional standards, including the Code of Conduct issued by the American Institute of Certified Public Accountants. These services are limited to the financial statements and depreciation schedule services previously defined. We, in our sole professional judgment, reserve the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities. Management Responsibilities Management is responsible for (1) establishing and maintaining effective internal controls, including internal controls over federal awards, and for evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met; (2) following laws and regulations; (3) ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements; and (4) ensuring that management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements, schedule of expenditures of federal awards, and all accompanying information in conformity with U.S. generally accepted accounting principles; and for compliance with applicable laws and regulations (including federal statutes) and the provisions of contracts and grant agreements (including award agreements). Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) access to personnel, accounts, books, records, supporting documentation, and other information as needed to perform an audit under the Uniform Guidance, (3) additional information that we may request for the purpose of the audit, and (4) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. Your responsibilities also include identifying significant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected City of South Burlington | Page 5 of 8 misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the Organization involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the Organization received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the government complies with applicable laws, regulations, contracts, agreements, and grants. Management is also responsible for taking timely and appropriate steps to remedy fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements, or abuse that we report. Additionally, as required by the Uniform Guidance, it is management’s responsibility to evaluate and monitor noncompliance with federal statutes, regulations, and the terms and conditions of federal awards; take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; promptly follow up and take corrective action on reported audit findings; and prepare a summary schedule of prior audit findings and a separate corrective action plan. You are responsible for identifying all federal awards received and understanding and complying with the compliance requirements and for the preparation of the schedule of expenditures of federal awards (including notes and noncash assistance received) in conformity with the Uniform Guidance. You agree to include our report on the schedule of expenditures of federal awards in any document that contains and indicates that we have reported on the schedule of expenditures of federal awards. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the schedule of expenditures of federal awards in accordance with the Uniform Guidance; (2) you believe the schedule of expenditures of federal awards, including its form and content, is stated fairly in accordance with the Uniform Guidance; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards. You are also responsible for the preparation of the other supplementary information, which we have been engaged to report on, in conformity with U.S. generally accepted accounting principles. You agree to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. You also agree to make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the supplementary information in accordance with GAAP; (2) you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying and providing report copies of previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible for providing management’s views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information. City of South Burlington | Page 6 of 8 You agree to assume all management responsibilities relating to the financial statements, schedule of expenditures of federal awards, related notes, and any other nonaudit services we provide. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements, schedule of expenditures of federal awards, and related notes and that you have reviewed and approved the financial statements, schedule of expenditures of federal awards, and related notes prior to their issuance and have accepted responsibility for them. Further, you agree to oversee the nonaudit services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them. With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. Engagement Administration, Fees, and Other We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request and will locate any documents selected by us for testing. At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that summarizes our audit findings. It is management’s responsibility to submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditors’ reports, and a corrective action plan) to the federal audit clearinghouse. We will coordinate with you the electronic submission and certification. If applicable, we will provide copies of our report for you to include with the reporting package you will submit to pass-through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditors’ reports nine months or after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for audits. We will provide copies of our reports to the Organization; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of RHR Smith & Company and constitutes confidential information. However, subject to applicable laws and regulations, audit documentation and appropriate individuals will be made available upon request and in a timely manner to an oversight agency or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of RHR Smith & Company personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release date or for any additional period requested by an oversight agency. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party (ies) contesting the audit finding for guidance prior to destroying the audit documentation. Ronald H.R. Smith is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them. Our fee for these services will be at our standard hourly rates plus out-of-pocket costs (such as report reproduction, word processing, postage, travel, copies, telephone, etc.) except that we agree that our gross fee, including expenses, will not exceed $33,000, broken down as follows: City of South Burlington | Page 7 of 8 June 30, 2022: Financial Statement Audit $25,500 TIF Audit $4,000 Single Audit Fee $3,500 Single Audit of one major program is included in Single Audit price. Additional annual price of Single Audit (if required) - $1,500 for each program Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended if your account becomes 30 days or more overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report(s). You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket costs through the date of termination. The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. You may request that we perform additional services not addressed in this engagement letter. If this occurs, we will communicate with you regarding the scope of the additional services and the estimated fees. We also may issue a separate engagement letter covering the additional services. In the absence of any other written communication from us documenting such additional services, our services will continue to be governed by the terms of this engagement letter. A copy of our most recent external peer review report and any subsequent reports received during the contract period accompanies this letter. We appreciate the opportunity to be of service to the City of South Burlington and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. Very Best, RHR Smith & Company, CPAs RHRS/21 RESPONSE: This letter correctly sets forth the understanding of the City of South Burlington. Management signature: ____________________________________ Title: ___________________________________ Date: ___________________________________ City of South Burlington | Page 8 of 8 3 Old Orchard Road, Buxton, Maine 04093 T. 800.300.7708 | 207.929.4606 | F. 207.929.4609 www.rhrsmith.com February 15, 2022 Ms. Martha Machar, Finance Officer City of South Burlington 180 Market Street South Burlington, Vermont 05403 Dear Ms. Machar, We are pleased to confirm our understanding of the services we are to provide the City of South Burlington for the year ending June 30, 2023. We will audit the financial statements of the governmental activities, any business type activities, any aggregate discretely presented component units, any major fund, and any aggregate remaining fund information, including the related notes to the financial statements, which collectively comprise the basic financial statements of the City of South Burlington as of and for the year ending June 30, 2023. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management’s discussion and analysis (MD&A), to supplement the basic financial statements of the City of South Burlington. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. As part of our engagement, we will apply certain limited procedures to the City of South Burlington’s RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1. Management’s Discussion and Analysis We have also been engaged to report on supplementary information other than RSI that accompanies the City of South Burlington’s financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America and we will provide an opinion on it in relation to the financial statements as a whole, in a report combined with our auditor’s report on the financial statements: 1. Schedule of expenditures of federal awards. City of South Burlington | Page 2 of 8 Audit Objectives The objective of our audit is the expression of opinions as to whether your financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole. The objective also includes reporting on • Internal control over financial reporting and compliance with provisions of laws, regulations, contracts and award agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. • Internal control over compliance related to major programs and an opinion (or disclaimer of opinion) on compliance with federal statutes, regulations, and the terms and conditions of federal awards that could have a direct and material effect on each major program in accordance with the Single Audit Act Amendments of 2096 and Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). The Government Auditing Standards report on internal control over financial reporting and on compliance and other matters will include a paragraph that states that (1) the purpose of the report is solely to describe the scope of testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance, and (2) the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. The Uniform Guidance report on internal control over compliance will include a paragraph that states that the purpose of the report on internal control over compliance is solely to describe the scope of testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Both reports will state that the report is not suitable for any other purpose. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 2096; and the provisions of the Uniform Guidance, and will include tests of accounting records, a determination of major program(s) in accordance with the Uniform Guidance, and other procedures we consider necessary to enable us to express such opinion. We will issue written reports upon completion of our single audit. Our reports will be addressed to the City Council of the City of South Burlington. We cannot provide assurance that unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion or add emphasis-of-matter or other-matter paragraphs. If our opinion on the financial statements or the single audit compliance opinions are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express opinion or issue reports, or we may withdraw from this engagement. Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. City of South Burlington | Page 3 of 8 Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us, even though the audit is properly planned and performed in accordance with U.S. generally accepted auditing standards and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, we will inform the appropriate level of management of any material errors, any fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential, and of any material abuse that comes to our attention. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from you about your responsibilities for the financial statements; schedule of expenditures of federal awards; federal award programs; compliance with laws, regulations, contract, and grant agreements; and other responsibilities required by generally accepted auditing standards. Audit Procedures—Internal Control Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by the Uniform Guidance, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance. An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, and the Uniform Guidance. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the City of South Burlington’s compliance with provisions of applicable laws, regulations, contracts, and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. City of South Burlington | Page 4 of 8 The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable federal statutes, regulations, and the terms and conditions of federal awards applicable to major programs. Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the City of South Burlington’s major programs. The purpose of these procedures will be to express an opinion on the City of South Burlington’s compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance. Other Services We will also assist in preparing the draft financial statements that are based on management’s chart of accounts and trial balance and any adjusting, correcting, and closing entries that have been approved by management; preparing draft Management’s Discussion and Analysis, notes to the financial statements, Schedule of Expenditures of Federal Awards, Schedule of Expenditures of Department Agreements and Compilation of Agreement Settlement Forms based on information determined and approved by management; reviewing City of South Burlington-maintained depreciation schedules for which management has determined the method of depreciation, rate of depreciation, and salvage value of the asset, all in conformity with U.S. generally accepted accounting principles, permissible nonattest services under the AICPA Code of Conduct and nonaudit services under Government Auditing Standards for attest/audit engagements, and Uniform Guidance. These nonaudit services do not constitute an audit under Government Auditing Standards and such services will not be conducted in accordance with Government Auditing Standards. We will perform the nonattest/nonaudit services in accordance with applicable professional standards, including the Code of Conduct issued by the American Institute of Certified Public Accountants. These services are limited to the financial statements and depreciation schedule services previously defined. We, in our sole professional judgment, reserve the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities. Management Responsibilities Management is responsible for (1) establishing and maintaining effective internal controls, including internal controls over federal awards, and for evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met; (2) following laws and regulations; (3) ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements; and (4) ensuring that management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements, schedule of expenditures of federal awards, and all accompanying information in conformity with U.S. generally accepted accounting principles; and for compliance with applicable laws and regulations (including federal statutes) and the provisions of contracts and grant agreements (including award agreements). Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) access to personnel, accounts, books, records, supporting documentation, and other information as needed to perform an audit under the Uniform Guidance, (3) additional information that we may request for the purpose of the audit, and (4) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. Your responsibilities also include identifying significant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected City of South Burlington | Page 5 of 8 misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the Organization involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the Organization received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the government complies with applicable laws, regulations, contracts, agreements, and grants. Management is also responsible for taking timely and appropriate steps to remedy fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements, or abuse that we report. Additionally, as required by the Uniform Guidance, it is management’s responsibility to evaluate and monitor noncompliance with federal statutes, regulations, and the terms and conditions of federal awards; take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; promptly follow up and take corrective action on reported audit findings; and prepare a summary schedule of prior audit findings and a separate corrective action plan. You are responsible for identifying all federal awards received and understanding and complying with the compliance requirements and for the preparation of the schedule of expenditures of federal awards (including notes and noncash assistance received) in conformity with the Uniform Guidance. You agree to include our report on the schedule of expenditures of federal awards in any document that contains and indicates that we have reported on the schedule of expenditures of federal awards. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the schedule of expenditures of federal awards in accordance with the Uniform Guidance; (2) you believe the schedule of expenditures of federal awards, including its form and content, is stated fairly in accordance with the Uniform Guidance; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards. You are also responsible for the preparation of the other supplementary information, which we have been engaged to report on, in conformity with U.S. generally accepted accounting principles. You agree to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. You also agree to make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the supplementary information in accordance with GAAP; (2) you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying and providing report copies of previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible for providing management’s views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information. City of South Burlington | Page 6 of 8 You agree to assume all management responsibilities relating to the financial statements, schedule of expenditures of federal awards, related notes, and any other nonaudit services we provide. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements, schedule of expenditures of federal awards, and related notes and that you have reviewed and approved the financial statements, schedule of expenditures of federal awards, and related notes prior to their issuance and have accepted responsibility for them. Further, you agree to oversee the nonaudit services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them. With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. Engagement Administration, Fees, and Other We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request and will locate any documents selected by us for testing. At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that summarizes our audit findings. It is management’s responsibility to submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditors’ reports, and a corrective action plan) to the federal audit clearinghouse. We will coordinate with you the electronic submission and certification. If applicable, we will provide copies of our report for you to include with the reporting package you will submit to pass-through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditors’ reports nine months or after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for audits. We will provide copies of our reports to the Organization; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of RHR Smith & Company and constitutes confidential information. However, subject to applicable laws and regulations, audit documentation and appropriate individuals will be made available upon request and in a timely manner to an oversight agency or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of RHR Smith & Company personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release date or for any additional period requested by an oversight agency. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party (ies) contesting the audit finding for guidance prior to destroying the audit documentation. Ronald H.R. Smith is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them. Our fee for these services will be at our standard hourly rates plus out-of-pocket costs (such as report reproduction, word processing, postage, travel, copies, telephone, etc.) except that we agree that our gross fee, including expenses, will not exceed $33,000, broken down as follows: City of South Burlington | Page 7 of 8 June 30, 2023: Financial Statement Audit $25,500 TIF Audit $4,000 Single Audit Fee $3,500 Single Audit of one major program is included in Single Audit price. Additional annual price of Single Audit (if required) - 1,500 for each program Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended if your account becomes 30 days or more overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report(s). You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket costs through the date of termination. The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. You may request that we perform additional services not addressed in this engagement letter. If this occurs, we will communicate with you regarding the scope of the additional services and the estimated fees. We also may issue a separate engagement letter covering the additional services. In the absence of any other written communication from us documenting such additional services, our services will continue to be governed by the terms of this engagement letter. A copy of our most recent external peer review report and any subsequent reports received during the contract period accompanies this letter. We appreciate the opportunity to be of service to the City of South Burlington and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. Very Best, RHR Smith & Company, CPAs RHRS/21 RESPONSE: This letter correctly sets forth the understanding of the City of South Burlington. Management signature: ____________________________________ Title: ___________________________________ Date: ___________________________________ City of South Burlington | Page 8 of 8 3 Old Orchard Road, Buxton, Maine 04093 T. 800.300.7708 | 207.929.4606 | F. 207.929.4609 www.rhrsmith.com February 15, 2022 Ms. Martha Machar, Finance Officer City of South Burlington 180 Market Street South Burlington, Vermont 05403 Dear Ms. Machar, We are pleased to confirm our understanding of the services we are to provide the City of South Burlington for the year ending June 30, 2024. We will audit the financial statements of the governmental activities, any business type activities, any aggregate discretely presented component units, any major fund, and any aggregate remaining fund information, including the related notes to the financial statements, which collectively comprise the basic financial statements of the City of South Burlington as of and for the year ending June 30, 2024. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management’s discussion and analysis (MD&A), to supplement the basic financial statements of the City of South Burlington. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. As part of our engagement, we will apply certain limited procedures to the City of South Burlington’s RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1. Management’s Discussion and Analysis We have also been engaged to report on supplementary information other than RSI that accompanies the City of South Burlington’s financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America and we will provide an opinion on it in relation to the financial statements as a whole, in a report combined with our auditor’s report on the financial statements: 1. Schedule of expenditures of federal awards. City of South Burlington | Page 2 of 8 Audit Objectives The objective of our audit is the expression of opinions as to whether your financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole. The objective also includes reporting on • Internal control over financial reporting and compliance with provisions of laws, regulations, contracts and award agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. • Internal control over compliance related to major programs and an opinion (or disclaimer of opinion) on compliance with federal statutes, regulations, and the terms and conditions of federal awards that could have a direct and material effect on each major program in accordance with the Single Audit Act Amendments of 2096 and Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). The Government Auditing Standards report on internal control over financial reporting and on compliance and other matters will include a paragraph that states that (1) the purpose of the report is solely to describe the scope of testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance, and (2) the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. The Uniform Guidance report on internal control over compliance will include a paragraph that states that the purpose of the report on internal control over compliance is solely to describe the scope of testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Both reports will state that the report is not suitable for any other purpose. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 2096; and the provisions of the Uniform Guidance, and will include tests of accounting records, a determination of major program(s) in accordance with the Uniform Guidance, and other procedures we consider necessary to enable us to express such opinion. We will issue written reports upon completion of our single audit. Our reports will be addressed to the City Council of the City of South Burlington. We cannot provide assurance that unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion or add emphasis-of-matter or other-matter paragraphs. If our opinion on the financial statements or the single audit compliance opinions are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express opinion or issue reports, or we may withdraw from this engagement. Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. City of South Burlington | Page 3 of 8 Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us, even though the audit is properly planned and performed in accordance with U.S. generally accepted auditing standards and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, we will inform the appropriate level of management of any material errors, any fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential, and of any material abuse that comes to our attention. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from you about your responsibilities for the financial statements; schedule of expenditures of federal awards; federal award programs; compliance with laws, regulations, contract, and grant agreements; and other responsibilities required by generally accepted auditing standards. Audit Procedures—Internal Control Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by the Uniform Guidance, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance. An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, and the Uniform Guidance. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the City of South Burlington’s compliance with provisions of applicable laws, regulations, contracts, and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. City of South Burlington | Page 4 of 8 The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable federal statutes, regulations, and the terms and conditions of federal awards applicable to major programs. Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the City of South Burlington’s major programs. The purpose of these procedures will be to express an opinion on the City of South Burlington’s compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance. Other Services We will also assist in preparing the draft financial statements that are based on management’s chart of accounts and trial balance and any adjusting, correcting, and closing entries that have been approved by management; preparing draft Management’s Discussion and Analysis, notes to the financial statements, Schedule of Expenditures of Federal Awards, Schedule of Expenditures of Department Agreements and Compilation of Agreement Settlement Forms based on information determined and approved by management; reviewing City of South Burlington-maintained depreciation schedules for which management has determined the method of depreciation, rate of depreciation, and salvage value of the asset, all in conformity with U.S. generally accepted accounting principles, permissible nonattest services under the AICPA Code of Conduct and nonaudit services under Government Auditing Standards for attest/audit engagements, and Uniform Guidance. These nonaudit services do not constitute an audit under Government Auditing Standards and such services will not be conducted in accordance with Government Auditing Standards. We will perform the nonattest/nonaudit services in accordance with applicable professional standards, including the Code of Conduct issued by the American Institute of Certified Public Accountants. These services are limited to the financial statements and depreciation schedule services previously defined. We, in our sole professional judgment, reserve the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities. Management Responsibilities Management is responsible for (1) establishing and maintaining effective internal controls, including internal controls over federal awards, and for evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met; (2) following laws and regulations; (3) ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements; and (4) ensuring that management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements, schedule of expenditures of federal awards, and all accompanying information in conformity with U.S. generally accepted accounting principles; and for compliance with applicable laws and regulations (including federal statutes) and the provisions of contracts and grant agreements (including award agreements). Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) access to personnel, accounts, books, records, supporting documentation, and other information as needed to perform an audit under the Uniform Guidance, (3) additional information that we may request for the purpose of the audit, and (4) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. Your responsibilities also include identifying significant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected City of South Burlington | Page 5 of 8 misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the Organization involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the Organization received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the government complies with applicable laws, regulations, contracts, agreements, and grants. Management is also responsible for taking timely and appropriate steps to remedy fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements, or abuse that we report. Additionally, as required by the Uniform Guidance, it is management’s responsibility to evaluate and monitor noncompliance with federal statutes, regulations, and the terms and conditions of federal awards; take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; promptly follow up and take corrective action on reported audit findings; and prepare a summary schedule of prior audit findings and a separate corrective action plan. You are responsible for identifying all federal awards received and understanding and complying with the compliance requirements and for the preparation of the schedule of expenditures of federal awards (including notes and noncash assistance received) in conformity with the Uniform Guidance. You agree to include our report on the schedule of expenditures of federal awards in any document that contains and indicates that we have reported on the schedule of expenditures of federal awards. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the schedule of expenditures of federal awards in accordance with the Uniform Guidance; (2) you believe the schedule of expenditures of federal awards, including its form and content, is stated fairly in accordance with the Uniform Guidance; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards. You are also responsible for the preparation of the other supplementary information, which we have been engaged to report on, in conformity with U.S. generally accepted accounting principles. You agree to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. You also agree to make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the supplementary information in accordance with GAAP; (2) you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying and providing report copies of previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible for providing management’s views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information. City of South Burlington | Page 6 of 8 You agree to assume all management responsibilities relating to the financial statements, schedule of expenditures of federal awards, related notes, and any other nonaudit services we provide. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements, schedule of expenditures of federal awards, and related notes and that you have reviewed and approved the financial statements, schedule of expenditures of federal awards, and related notes prior to their issuance and have accepted responsibility for them. Further, you agree to oversee the nonaudit services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them. With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. Engagement Administration, Fees, and Other We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request and will locate any documents selected by us for testing. At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that summarizes our audit findings. It is management’s responsibility to submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditors’ reports, and a corrective action plan) to the federal audit clearinghouse. We will coordinate with you the electronic submission and certification. If applicable, we will provide copies of our report for you to include with the reporting package you will submit to pass-through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditors’ reports nine months or after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for audits. We will provide copies of our reports to the Organization; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of RHR Smith & Company and constitutes confidential information. However, subject to applicable laws and regulations, audit documentation and appropriate individuals will be made available upon request and in a timely manner to an oversight agency or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of RHR Smith & Company personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release date or for any additional period requested by an oversight agency. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party (ies) contesting the audit finding for guidance prior to destroying the audit documentation. Ronald H.R. Smith is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them. Our fee for these services will be at our standard hourly rates plus out-of-pocket costs (such as report reproduction, word processing, postage, travel, copies, telephone, etc.) except that we agree that our gross fee, including expenses, will not exceed $33,000, broken down as follows: City of South Burlington | Page 7 of 8 June 30, 2024: Financial Statement Audit $25,500 TIF Audit $4,000 Single Audit Fee $3,500 Single Audit of one major program is included in Single Audit price. Additional annual price of Single Audit (if required) - $1,500 for each program Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended if your account becomes 30 days or more overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report(s). You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket costs through the date of termination. The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. You may request that we perform additional services not addressed in this engagement letter. If this occurs, we will communicate with you regarding the scope of the additional services and the estimated fees. We also may issue a separate engagement letter covering the additional services. In the absence of any other written communication from us documenting such additional services, our services will continue to be governed by the terms of this engagement letter. A copy of our most recent external peer review report and any subsequent reports received during the contract period accompanies this letter. We appreciate the opportunity to be of service to the City of South Burlington and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. Very Best, RHR Smith & Company, CPAs RHRS/21 RESPONSE: This letter correctly sets forth the understanding of the City of South Burlington. Management signature: ____________________________________ Title: ___________________________________ Date: ___________________________________ City of South Burlington | Page 8 of 8 1Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION.© 2022 SEI February 22, 2022 City of South Burlington Q4 Outsourced Chief Investment Officer Report Presented by: Pat Blizzard 610-676-1447; pblizzard@seic.com 2FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Agenda •Executive Summary •Capital Markets Review & Economic Outlook •Strategic Asset Allocation & Performance Review •Appendix –Investment Management Fee Schedule –Manager Lineups 3FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Executive Summary 4Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. City of South Burlington Executive summary Active management at the asset allocation and manager levels: •SEI provides thorough due diligence and monitoring of sub-advisors in addition to decision making over public fund manager selection and termination as investment manager to the funds. SEI reviews asset allocation throughout the year to align the City of South Burlington Pension’s goals with SEI’s views on the market and certain asset classes, as well as to potentially take advantage of market dislocations. The portfolio is well diversified across and within asset classes. Pension Plan: •Objectives: Provide risk adjusted returns in excess of the 7.25% actuarial assumption rate. •ACHIEVED: The portfolio has returned 12.89% for the trailing one year; 15.50% annualized for the trailing three year and 11.13% annualized for the trailing five year period as of 12/31/21. Investment Strategies Equity & Fixed Income Managers Investment Manager Changes Since 2016 Investment Manager Additions Investment Manager Terminations Asset allocation Changes Since 2016 11 40 26 22 14 6 *Please refer to the important disclosures accompanying your portfolio performance in this presentation for information on performance calculations. 5FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. City of South Burlington Executive summary *FYTD 6/30 Please refer to the important disclosures accompanying your portfolio performance in this presentation for information on performance calculations. 9/30/21 Market Value 12/31/21 YTD Return 12/31/21 FYTD*Return 12/31/21 Market Value City Council $45,176,024 12.89%3.88%$46,609,145 Market review: •While COVID will remain a challenge in the New Year, we don’t see the world economy headed toward a recession. •We look for a deceleration in U.S. gross domestic product (GDP) growth in 2022, with the gain in overall economic activity around 4% (appreciably above the economy’s long-term growth potential of 2%). We also expect other countries to continue to post above-average advances as they recover from the past two years’ worth of lockdowns and shortages. •Our expectation for growth, however, assumes that the world will continue to manage through the periodic setbacks in the battle against COVID. •Just about everyone in the U.S. now sees inflation continuing at elevated levels this year and into 2023. •The portfolio’s returns year to date through December 31, 2021 were led by the Dynamic Asset Allocation Fund, up 31.7%. •The well-diversified positioning within the Fixed Income allocation was additive to the portfolio, returning 0.7% year to date through December 31, 2021 compared to the Barclays Aggregate return of -1.5%. 6FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Capital Markets Review & Economic Outlook 7FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Market performance overview •Returns were lackluster across many asset classes in the final quarter of the year, as investors grappled with the widening spread of another COVID variant, the prospect of policy tightening by several central banks, legislative gridlock and geopolitical concerns. •US large cap equities were an exception and another standout quarter helped extend their full- year outperformance against everything except commodities. Other developed markets and US small caps were volatile but still positive, while emerging markets struggled yet again on worries about the omicron variant and China’s economy. •Fixed income returns remained muted and were, with the exceptions of high yield and inflation-linked bonds, negative for the full year. Long duration outperformed in the quarter thanks to yield curve flattening, while high levels of inflation compensation continued to benefit inflation-linked returns. •Commodities retreated slightly following a long, multi-quarter winning streak, due primarily to a sharp reversal in the energy complex in November. However, October and December returns were still broadly positive. Commodities = Bloomberg Commodity Total Return Index (USD), Inflation-Linked = Bloomberg Barclays 1-5 Year US TIPS Index (USD), Emerging Markets Debt = 50/50 JPM EMBI Global Div & JPM GBI EM Global Div, High Yield Bonds = ICE BofAML US High Yield Constrained Index (USD), Long Duration = Bloomberg Barclays Long US Government/Credit Index (USD), U.S. Investment-Grade Bonds = Bloomberg Barclays US Aggregate Bond Index (USD), Emerging Markets Equity = MSCI EFM (Emerging+FrontierMarkets) Index (Net) (USD), Developed Int'l Equity x US = MSCI World ex-USA Index (Net) (USD), U.S. Small Cap = Russell 2000 Index (USD), U.S. Large Cap = Russell 1000 Index (USD). Sources: SEI, index providers. Past performance is no guarantee of future results. As of 12/31/2021. -10%-5%0%5%10%15%20%25%30% Commodities Inflation-Linked Emerging Markets Debt High Yield Bonds Long Duration U.S. Investment-Grade Bonds Emerging Markets Equity Developed Int'l Equity x US U.S. Small Cap U.S. Large Cap Financial Markets Review One Year 2021 Q4 8FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. U.S. equity market review •U.S. equities turned in a volatile but still solid quarter. In contrast to the first half of the year, when optimism around the pandemic was quite high, small caps underperformed large. •Interestingly, large cap sector performance was broadly positive for the full quarter. Expensive and rate-sensitive growth names tended to do well when risk aversion flared up and interest rates fell, while more value-oriented and cyclical sectors tended to outperform when risk appetite improved and rates rose. •Large-cap growth outperformed large-cap value over both the quarter and full year as the delta and omicron COVID waves caused episodes of turbulence in the global economic recovery. Sources: Bloomberg, Russell, Standard & Poor’s. US Large Cap = Russell 1000 Index, US Small Cap = Russell 2000 Index. Value a nd Growth represented by Russell 1000 Value Index and Russell 1000 Growth Index, respectively. Sectors represented by respective S&P 500 sector indexes. As of 12/31/2021. Past performance is not a guarantee of future results. -5% 0% 5% 10% 15% 20% 25% 30% Dec'20 Jan'21 Feb'21 Mar'21 Apr'21 May'21 Jun'21 Jul'21 Aug'21 Sep'21 Oct'21 Nov'21 Dec'21Cumulative Total ReturnYTD Domestic Equity Market Returns U.S. Large Cap (26.4%)U.S. Small Cap (14.8%) 7.8%11.6%7.9% 17.5% 4.5% 16.7%15.2%11.2%12.8% 0.0% 8.6%13.3%12.9% 25.1%27.6% 54.4% 46.1% 34.9%34.5% 27.3%26.1%24.4%21.6%21.1%18.6%17.7% -10% 0% 10% 20% 30% 40% 50% 60% Value Growth Energy Real Estate Financials Technology Materials Healthcare Cons.Disc.CommunicationsIndustrials Cons.Staples UtilitiesTotal ReturnU.S. Large Cap Sectors Fourth Quarter One Year 9FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. International equity market review •Developed markets outside the US performed well as a group while emerging markets continued to struggle. •European equities outperformed Japan and other developed Asia-Pacific markets. The Asia-Pacific region is exposed to China’s growth worries, while Japanese stock market returns have long tended to exhibit relatively low correlations to other countries and regions. •Emerging markets were weak across the board. There were likely multiple factors at work, including the spread of the omicron variant, China worries, volatile commodity prices and the prospect of developed market central bank tightening. Source: Bloomberg, Russell, MSCI, SEI. U.S. = Russell 3000 Total Return Index, Developed (ex-US) = MSCI World ex-U.S Net Total Return Index, Emerging = MSCI Emerging Markets Net Total Return Index, Europe = MSCI Europe Net Total Return Index, Japan = MSCI Japan Net Total Return Index, Pacific ex-Japan = MSCI Pacific Ex Japan Net Total Return Index, EMEA = MSCI Emerging Markets Europe Middle East & Africa Net Total Return Index, Latin America = MSCI EM Latin America Net Total Return Index, Asia = MSCI EM Asia Net Total Return Index. All returns in USD. As of 12/31/2021. Past performance is not a guarantee of future results. -10% -5% 0% 5% 10% 15% 20% Dec'20 Jan'21 Feb'21 Mar'21 Apr'21 May'21 Jun'21 Jul'21 Aug'21 Sep'21 Oct'21 Nov'21 Dec'21Cumulative Total ReturnYTD International Equity Market Returns Developed (ex-U.S.) (12.6%)Emerging Markets (-2.5%) 9.3% 3.1% -1.3% 5.7% -0.1% -4.0%-2.4%-1.0%-2.7% 25.6% 12.6% -2.5% 16.3% 4.7%1.7% 18.0% -5.1%-8.1%-10% 0% 10% 20% 30% U.S.Developed(ex-U.S.)Emerging Europe Pacific ex-Japan Japan EMEA Asia Latin America Broad Regions Developed Regions Emerging RegionsTotal ReturnRegional Performance Fourth Quarter One Year 10FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Fixed income review •Fixed income market dynamics continued to evolve in sympathy with the pandemic and central bank rhetoric. Returns were once again subdued outside high yield and inflation-linked bonds. •The US yield curve flattened in the quarter as a more hawkish-sounding Fed pressured the short end upwards while omicron and stalling fiscal measures put modest downward pressure on longer rates. Sources: Bloomberg, JP Morgan, SEI. Option-adjusted spreads over US Treasurys US Investment Grade = Bloomberg Barclays U.S. Corporate Index, US High Yield = Bloomberg Barclays U.S. Corporate High Yield Index, and Emerging Market Debt = JP Morgan EMBI Diversified Sovereign Index. As of 12/31/2021. Past performance is not a guarantee of future results. •Despite these concerns, investment-grade and high yield corporate spreads were fairly steady, indicating that investor risk appetite remained solid. •Omicron, China and the prospect of developed market central bank tightening caused emerging market debt to struggle once again. While spread levels do seem to offer relative value, they also reflect some of the risks facing the asset class. 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 0 5 10 15 20 25 30Yield Maturity (Years) U.S. Yield Curve 12/31/2021 9/30/2021 12/31/2020 0.9% 2.8% 3.7% 0.8% 2.9% 3.6% 1.0% 3.6%3.5% 1.3% 4.5% 3.5% 0% 1% 1% 2% 2% 3% 3% 4% 4% 5% 5% US Investment Grade US High Yield Emerging Market DebtOption-Adjusted SpreadOption-Adjusted Spreads 12/31/2021 9/30/2021 12/31/20 10Y Average 11Footer Asset Allocation and Performance 12FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Important information: asset valuation and portfolio returns Inception date 8/31/2013. Historical Total Index can be provided upon request. The Portfolio Return and fund performance numbers are calculated using Gross Fund Performance, using a true time-weighted performance method (prior to 6/30/2012, the Modified Dietz method of calculation was used).Gross Fund Performance reflects the effective performance of the underlying mutual funds that are selected or recommended by SIMC to implement an institutional client’s investment strategy. Gross Fund Performance does not reflect the impact of fund level management fees, fund administration or shareholder servicing fees, all of which, if applicable, are used to offset the account level investment management fees the client pays to SIMC.Gross Fund Performance does reflect certain operational expenses charged by the funds and the reinvestment of dividends and other earnings.The inclusion of the fund level expenses that the client incurs but that are offset against the client’s account level investment management fees would reduce the Gross Fund Performance of the mutual funds. For additional information about how performance is calculated, please see your monthly performance report. If applicable, alternative, property and private assets performance and valuations may be reported on a monthly or quarterly lag. Alternative, property and private assets performance is calculated gross of investment management fees and net of administrative expenses and underlying fund expenses.However: Structured Credit Fund performance is calculated gross of investment management fees and net of administrative expenses; SEI Offshore Opportunity Fund II Ltd. Class A performance is calculated net of investment management and administrative expenses; and Energy Debt Fund performance is calculated net of management fees, performance fees, as applicable, and operating expenses. Net Portfolio Returns since 6/30/12 reflect the deduction of SIMC’s investment management fee and the impact that fee had on the client’s portfolio performance. Prior to 6/30/12, Net Portfolio Returns deduct a proxy annual fee for all periods to demonstrate the impact that SIMC’s investment management fee had on the portfolio performance. However, this is a hypothetical calculation, as it does not reflect the actual fees paid by the client during the period. Please see your client invoice for actual fees paid. 13FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Alternative, Property and Private Assets valuations may be reported on a monthly or quarterly lag. City of South Burlington Asset allocation vs. targets Target Actual 9/30/2021 Target Actual 12/31/2021 Asset Class Allocation Allocation Market Value Allocation Allocation Market Value Large Cap Index Fund 25.0%12.0%5,414,348$ 12.0%12.3%5,711,346$ U.S. Factor Allocation Fund 0.0%14.8%6,706,095$ 15.0%15.4%7,200,351$ World Equity Ex-US Fund 20.0%20.1%9,071,062$ 20.0%19.9%9,273,112$ Small Cap II Fund 5.0%3.0%1,357,286$ 3.0%3.0%1,395,782$ Emerging Markets Equity Fund 5.0%5.1%2,301,372$ 5.0%5.0%2,316,601$ Equity 55.0%55.0%24,850,163$ 55.0%55.6%25,897,192$ Core Fixed Income Fund 17.0%17.5%7,901,088$ 17.0%17.0%7,926,288$ Opportunistic Income Fund 7.0%7.2%3,271,596$ 7.0%7.0%3,276,772$ High Yield Bond Fund 4.0%4.2%1,875,645$ 4.0%4.1%1,892,616$ Emerging Markets Debt Fund 4.0%4.1%1,842,038$ 4.0%3.9%1,821,750$ Fixed Income 32.0%33.0%14,890,367$ 32.0%32.0%14,917,426$ Dynamic Asset Allocation Fund 5.0%5.0%2,259,313$ 5.0%5.1%2,386,315$ Other 5.0%5.0%2,259,313$ 5.0%5.1%2,386,315$ Core Property CIT 8.0%7.0%3,176,181$ 8.0%7.3%3,408,212$ Real Estate 8.0%7.0%3,176,181$ 8.0%7.3%3,408,212$ Government Fund 0.0%0.0%-$ 0.0%0.0%-$ Cash & Equivalents 0.0%0.0%-$ 0.0%0.0%-$ Total 100.0%100.0%45,176,024$ 100.0%100.0%46,609,145$ 14FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Total Portfolio Returns 1 Month 3 Month YTD *FYTD 1 Year 3 Year 5 Year 10 Year *ITD Total Portfolio Return 3.12 4.37 12.89 3.88 12.89 15.50 11.13 -9.22 Total Portfolio Return Net 3.11 4.21 12.17 3.55 12.17 14.75 10.39 -8.51 Total Portfolio Index 2.38 3.86 10.67 2.95 10.67 14.17 10.36 -8.58 City of South Burlington Plan portfolio performance –December 31, 2021 Total Portfolio Returns 2021 2020 2019 2018 2017 2016 2015 2014 2013 Total Portfolio Return 12.89 14.19 19.54 -5.55 16.46 8.29 -1.16 5.19 - Total Portfolio Return Net 12.17 13.44 18.75 -6.20 15.67 7.53 -1.83 4.46 - Total Portfolio Index 10.67 12.96 19.05 -4.85 15.61 8.31 -1.79 4.90 - *FYTD 6/30 *ITD 8/31/2013 Portfolio Note: Market Value as of 1/31/2022:$45,279,313 Market Value as of 2/11/2022 $44,764,027 Net change -->-$515,286 January 2022 Portfolio UpdateMarket Value: $45,279,313 MTD Gross Return: -2.50%MTD Net Return: -2.51% 15FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. One Month Three Month *FYTD Year to Date Portfolio Value $45,355,020 $45,176,024 $45,902,131 $41,954,486 Receipts $39,565 $98,841 $204,245 $1,696,702 Disbursements ($194,119)($618,424)($1,221,613)($2,376,281) SEI Management Fees $0 ($58,450)($114,696)($217,808) Realized Gains ($14,410)$15,635 $332,108 $1,547,928 Unrealized Gains ($3,270,597)($2,881,287)($3,568,694)($1,362,040) Interest $0 $0 $0 $1 Dividends $4,693,686 $4,818,355 $4,960,968 $5,148,350 Ending Portfolio Value $46,609,145 $46,609,145 $46,609,145 $46,609,145 *FYTD 6/30 City of South Burlington Defined Benefit Plan activity –December 31, 2021 16Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Equity strategies ǂ2014 Performance is from 10/31/2014 -12/31/2014. Data as of 1/31/2022, Source: SEI Data Portal.Gross Fund Performance reflects the effective performance of the underlying mutual funds that are selected or recommended by SIMC to implement an institutional client’s investment strategy. Gross Fund Performance does not reflect the impact of fund level management fees, fund administration or shareholder servicing fees, all of which, if applicable are used to offset the account level investment management fees the c lient pays to SIMC. Gross Fund Performance does reflect certain operational expenses charged by the funds and the reinvestment of dividends and other earnings. The inclusion of the fund level expenses that the client incurs but that are offset against the client’s account level investment management fees would reduce the Gross Fund Performance of the mutual fu nds. Past performance is no guarantee of future results. The principal value and investment return of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original value. Current performance may be higher or lower. For performance data current to the most recent month end, please call 1 -800-DIAL-SEI. Strategies Jan 2022 Q42021 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 Large Cap Index Fund -5.62 9.77 26.39 20.87 31.39 -4.80 21.61 12.06 0.91 13.22 33.14 16.35 Russell 1000 Index -5.64 9.78 26.45 20.96 31.43 -4.78 21.69 12.05 0.92 13.24 33.11 16.42 Small Cap II Fund -7.25 4.55 21.42 20.33 25.53 -9.09 12.54 15.92 -2.22 5.05 40.85 Russell 2000 Index -9.63 2.14 14.82 19.96 25.52 -11.01 14.65 21.31 -4.41 4.89 38.82 16.35 U.S. Equity Factor Allocation Fund -4.91 10.28 32.97 13.17 28.11 Russell 3000 Index -5.88 9.28 25.66 20.89 31.02 World Equity Ex-US Fund -3.44 1.99 7.61 14.92 24.09 -15.74 29.88 4.20 -5.62 -2.34 18.32 18.70 MSCI All Country World ex US Index (Net)-3.69 1.82 7.82 10.65 21.51 -14.20 27.19 4.50 -5.66 -3.87 15.29 16.83 Emerging Markets Equityǂ -1.29 1.62 8.63 17.93 19.55 -17.09 34.29 10.92 -11.22 -5.18 MSCI EFM (Emerging + Frontier Markets) Index (Net) (USD)-1.91 -1.29 -2.33 18.02 18.45 -14.62 37.15 10.98 -14.90 -5.69 17Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Fixed Income strategies *From 7/1/2006 to 9/30/2012, the benchmark was the JP Morgan EMBI Global Diversified Index. Data as of 1/31/2022, Source: SEI Data Portal.Gross Fund Performance reflects the effective performance of the underlying mutual funds that are selected or recommended by SIMC to implement an institutional client’s investment strategy. Gross Fund Performance does not reflect the impact of fund level management fees, fund administration or shareholder servicing fees, all of which, if applicable are used to offset the account level investment management fees the client pays to SIMC. Gross Fund Performance does reflect certain operational expenses charged by the funds and the reinvestment of dividends and other earnings. The inclusion of the fund level expenses that the client incurs but that are offset against the client’s account level investment management fees would reduce the Gross Fund Performance of the mutual funds. Past performance is no guarantee of future results. The principal value and investment return of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original value. Current performance may be higher or lower. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. Strategies Jan 2022 Q42021 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 Core Fixed Income Fund -2.13 0.10 -1.27 9.58 9.66 0.21 4.29 3.49 0.96 6.87 -1.10 7.23 Bloomberg Barclays US Aggregate Bond Index (USD)-2.15 0.01 -1.54 7.51 8.72 0.01 3.54 2.65 0.55 5.97 -2.02 4.21 High Yield Bond Fund -1.42 1.29 10.41 6.27 14.26 -1.77 8.35 17.59 -3.89 2.82 8.32 17.24 ICE BofA US High Yield Constrained Index (USD)-2.74 0.63 5.35 6.07 14.41 -2.27 7.48 17.49 -4.61 2.51 7.41 15.55 Opportunistic Income Fund 0.02 0.21 2.89 2.86 6.04 2.04 4.16 4.45 1.15 2.31 2.77 7.50 ICE BofA USD 3-Month LIBOR Constant Maturity Index (USD)0.00 0.02 0.17 1.08 2.60 2.08 1.11 0.66 0.23 0.23 0.24 0.51 Emerging Markets Debt Fund -1.65 -1.74 -4.58 5.06 15.96 -7.76 15.75 10.88 -7.75 0.16 -8.42 19.15 50/50 JPM EMBI Global Div & JPM GBI EM Global Div*-1.43 -1.49 -5.32 4.02 14.31 -5.15 12.74 10.16 -7.14 0.71 -7.10 17.18 18Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. SEI Dynamic Asset Allocation Fund: performance review *A number of factors may contribute to attribution friction. Most commonly, attribution friction results from the compounding ofalpha due to the performance of the beta, cash flows in DAA, sizing of static positions that are not exactly matched to a notional percentage of DAA and other general market frictio ns.**Benchmark was 50% S&P 500/50% 10 Year US Treasury Bond from inception to April 2012, from May 2012 to January 2013 the benchmark was 80% S&P 500, 10% iBoxx $ Liquid High Yield Index (USD) and 10% JP Morgan EMBI Global (USD) , and from February 2013 to present the benchmark is 100% S&P 500 Index. Performance data as of 1/31/2022. Alpha Attribution data as of 12/31/2021. Source: SEI Data Portal.Gross fund performance reflects the effective performance of the underlying mutual funds that are selected or recommended by SIMC to implement an institutional client’s investment strategy. Gross fund performance does not reflect the impact of fund level management fees, fund administration or shareholder servicing fees, all of which, if applicable are used to offset the account level investment management fees the client pays to SIMC.Gross fund performance does reflect certain operational expenses charged by the funds and the reinvestment of dividends and other earnings.The inclusion of the fund level expenses that the client incurs but that are offset against the client’s account level investment management fees would reduce the gross fund performance of the mutual funds. Performance data quoted is past performance. Past performance is no guarantee of future results. The principal value and investment return of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original value. Current performance may be higher or lower. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. Performance Jan 2022 Q4 2021 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 SEI Dynamic Asset Allocation Fund -4.53 10.79 31.66 20.78 27.78 -7.70 19.85 12.34 4.76 18.75 29.53 14.09 SEI Blended Benchmark**-5.17 11.03 28.71 18.40 31.49 -4.38 21.83 11.96 1.38 13.69 31.04 11.60 Excess Return 0.65 -0.24 2.95 2.38 -3.70 -3.32 -1.98 0.38 3.37 5.06 -1.51 2.49 -1.0%-0.5%0.0%0.5%1.0%1.5%2.0%2.5% Long USD/Short SAR (FX Forwards) 2/10 Year U.S. Dollar Swap Rate (Option) - X Bloomberg Commodity Gold Index - X 2% Payer Swaption 10-Year U.S. CPI Swaps Bloomberg Commodity Index Total Return Swaps S&P 500 Equal Weight Total Return/MSCI EAFE Futures Swaps Euro/U.S. Dollar Put, 1.19 Strike, 4/26/2021 Expiration - X Euro/U.S. Dollar Put, 1.15 Strike, 7/02/2021 Expiration - X 1.985% Payer Swaption (3 Yr option on 30 Yr rate swaps) S&P 500 Put Spread (12/17/2021 expiration) 5Y5Y OIS Swap Alpha attribution by trade/theme Q4 2021 YTD 2021 19Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. *Performance is gross of investment management fees and net of administrative expenses and underlying fund expenses, with the exception of Structured Credit Fund, which is gross of investment management fees, and net of administrative expenses. **Since April 1, 2021, the launch of the Vista Fund.Clients implemented via collective investment trusts incur product-level fees, including trustee and administrative fees, which will affect performance.Actual performance for investors will be presented in the monthly statements produced by the administrator. Performance data as of 12/31/2021. Source: SEI, Data Portal. Public market indices included to support assessment of diversification benefits of above strategies. Performance data quoted is past performance. Past performance is no guarantee of future results. The principal value and inve stment return of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original value. Current performance may be higher or lower. For performance data current to the most recent month end, please contact your client service representative. For additional information about how performance is calculated, please see your monthly performance report. Strategy Q42021 YTD 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 Core Property Fund*8.62 25.65 2.42 7.16 8.79 8.39 9.53 14.37 12.03 13.82 11.48 NCREIF Property Index (NPI)6.15 17.70 1.60 6.42 6.72 6.97 7.97 13.33 11.81 10.98 10.54 NFI –ODCE 7.97 22.17 2.22 5.34 8.35 7.62 8.77 15.02 12.50 13.94 10.94 Goals-based strategies: alternatives diversifying return strategies 20Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Funds Manager Addition and Rationale Manager Termination and Rationale SIIT Emerging Markets Equity Fund Robeco Institutional Asset Management (February 2021) The strategy has a bias towards value-oriented stocks. The addition of Robeco should provide us with the ability to better manage the Fund’s exposure to value, both tactically and strategically. However, stock selection is expected to be the primary source of alpha. We believe the strategy should perform well in recovery environments due to the focus on undervalued stocks. AllianceBernstein (February 2021) We made this change in an effort to reduce beta (a measure of volatility in the markets) within the Fund. High-beta securities are more sensitive to movements in the broad market; low-beta securities are less sensitive. The assets in AB’s strategy were transferred to the newly-added Robeco Institutional Asset Management’s Emerging Markets Stars strategy. World Equity ex-US Fund Lazard Asset Management (February 2021) Lazard believes that a concentrated, bottom-up portfolio of non-U.S. stocks will drive returns. The strategy has a strong tilt towards the stability alpha source. Stability oriented managers seek to benefit from investor tendency to undervalue lower-risk, higher-stability businesses—resulting from a focus on short time horizons and overconfidence in forecasts for momentum-driven stocks. The Macquarie Group Limited (February 2021) Macquarie takes a stability-oriented approach to investing, seeking lowrisk, high-quality assets that should benefit from the power of long-term compounding.The strategy has a bias towards stability-oriented stocks. We expect it to perform well during times of market stress given its low- volatility exposure and intended risk-mitigation orientation. Baillie Gifford (February 2021) We removed Baillie Gifford in order to allocate assets to a higher-conviction strategy with greater exposure to the stability alpha source without compromising on quality and profitability characteristics. The assets in Baillie Gifford’s strategy were transferred to the newly-added Lazard International Quality Growth strategy. Manager changes 21Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Funds Manager Addition and Rationale Manager Termination and Rationale SIIT Opportunistic Income Fund Schroder Investment Management (August 2021) We removed Schroder due to declining assets under management within the Fund. The gradual reduction in Fund assets from $2.3 billion (November 2017) to $915 million (June 2021) created challenges for Schroder to implement its investment strategy. The assets in Schroder’s strategy were transferred to the remaining managers within the Fund. Manager changes 22Footer Appendix Investment Fee Schedule Manager Lineups Fund Strategy Detail 23FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. SEI solution –Fiduciary Management fee schedule: Total Estimated Annual Fees based on $45.2M in AUM= $294,729 Investment Management Fees Assets Prior Fee Schedule New Fee Schedule First $25 million (Public Funds)0.65%0.62% Next $25 million (Public Funds)0.60%0.57% Over $50 million (Public Funds)0.50%0.47% Core Property (Real Estate)1.25%1.25% Estimated Fees based on $45.2M $307,204*$294,729* *Includes Private Real Estate fees Estimated fees are calculated using the Plan’s current asset allocation strategy as outlined on page 13. Other Services Assets Prior Fee Schedule New Fee Schedule Trust and Custody Fee Included Included 24FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. City of South Burlington Defined Benefit Plan’s institutional investment strategies As of 12/31/21 25FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. City of South Burlington Defined Benefit Plan’s institutional investment strategies As of 12/31/21 26FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data quoted is past performance and is not a reliable indicator of future results—Data as of 12/31/2021 U.S. factor composite performance In large caps, revisions and quality led the year In small caps, targeted factors powered ahead as speculative growth collapsed Source: SEI based on data from Russell, Axioma and FactSet. Returns quoted in USD. The metrics are composites of underlying ratios that SEI has determined to be appropriate measures of each factor. US Large Cap equities are represented by Russell 1000 Index. US Small Cap equities are represented by Russell 2000 Index. Data refers to past performance of liquidity-weighted top-tercile portfolios vs. the diversity-weighted benchmark and rebalanced quarterly. Index returns are for illustrative purposes only and do not represent actual fund performance. Index performance returns do not reflect any management fees, transaction costs or expenses. Indexes are unmanaged and one cannot invest directly in an index.Past performance is not a reliable indicator of future performance. -4%-2%0%2%4%6%8% Growth Liquidity Diversity Interest Rate Sensitivity Low Vol Profitability Efficiency Accounting Quality Revisions Price Momentum Cyclical Value Stable Value QualityMomentumValueResidual FactorsTargeted FactorsReturns to SEI FactorsU.S. Large Cap Equities Year Quarter -15%-10%-5%0%5%10%15%20% Growth Liquidity Diversity Interest Rate Sensitivity Low Vol Profitability Efficiency Accounting Quality Revisions Price Momentum Cyclical Value Stable Value QualityMomentumValueResidual FactorsTargeted FactorsReturns to SEI FactorsU.S. Small Cap Equities Year Quarter FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.27 SIIT Large Cap Index Fund Performance Review•The Russell 1000 Index returned 9.78% during the quarter as the bull market in U.S. equities continued.•Information technology, materials and real estate performed best, while communication services, financials and energy lagged.•Growth beat value by a large margin during the period. 0.32 0.31 0.20 0.49 0.69 0.72 -0.06 0.57 1.32 1.24 3.97 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 Materials (2.3%) Utilities (2.3%) Energy (2.6%) Real Estate (3.2%) Consumer Staples (5.3%) Industrials (8.6%) Communication Services(10.0%) Financials (11.4%) Consumer Discretionary (12.5%) Health Care (12.7%) Information Technology (28.6%) Contribution to Absolute Return by Sector (%) Quarter Source: FactSet based on data from SEI. Figures in parenthesis are end of period weights. Performance data quoted is past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost, and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL- SEI. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.28 SIIT Small Cap II Fund Performance Review•During the quarter, the Fund benefited from quality and value tailwinds as more speculative and financially tenuous names underperformed. Stock selection was strong in most sectors, particularly information technology. An underweight to health care also contributed (namely biotechnology, which dramatically underperformed). •Leeward Investments (formerly LMCG) benefited from style tailwinds that resulted in contributions from an underweight to health care and selection within information technology and consumer discretionary.•Copeland Capital Management gained on the rotation into quality and low volatility. Selection in and an underweight to health care helped, as did selection in consumer discretionary.•Los Angeles Capital Management and Equity Research (LA Capital) benefited from selection in consumer discretionary and information technology.•EAM Investors’ selection in information technology and industrials contributed.•Snow Capital Management was challenged by the stock-specific performance of several large positions, offsetting the benefit of value tailwinds. •ArrowMark Partners’ selection in health care, industrials and information technology detracted. (#) indicates the percent target allocation in the Fund excluding cashBenchmark: Russell 2000 Index. Source: FactSet, SEI Data Portal Performance data quoted is past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost,and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.29 SIIT Small Cap II Fund Positioning Review•During the quarter, the Fund increased its underweight to health care and its overweight to financials as momentum-oriented EAM Investors realigned its portfolio.•Health care remained the largest underweight, predominantly as a result of a persistent underweight to biotechnology names.•The Fund was overweight consumer discretionary.•We trimmed Snow’s position in an effort to reduce some cyclicality exposure; we increased Leeward Investments’ position in order to maintain exposure to stable value; and Copeland Capital Management’s weighting increased as we rebuilt our quality/low-volatility position.•We are wary of increased volatility as new COVID-19 variants emerge, the U.S. legislative backdrop may change, and as monetary policy becomes more restrictive. The market has proven sensitive to rapidly evolving macro issues such as the omnibus government funding bill stalling in Congress and the highly infectious Omicron variant’s rapid spread.•The U.S. equities market has followed earnings growth and a rebounding economy higher throughout 2021, but expectations have risen in tandem with this strong absolute performance to a point that we feel is broaching too lofty.•We will continue to monitor earnings expectations to get a sense of the trajectory of the broader U.S. economy. Source: FactSet based on data from SEI. *Versus Russell 2000 Index. Figures in parentheses are actual Fund weights, excluding cash; only the three largest active sector over-and underweights are shown. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.30 SIIT Extended Market Index Fund 0.27 -0.02 0.15 0.39 -0.43 0.73 -0.32 -1.06 0.99 0.96 0.04 -1.5 -1.0 -0.5 0.0 0.5 1.0 1.5 Utilities (2.0%) Energy (2.6%) Consumer Staples (2.7%) Materials (3.8%) Communication Services (3.9%) Real Estate (7.2%) Consumer Discretionary (11.1%) Health Care (13.5%) Industrials (13.6%) Financials (14.2%) Information Technology (24.6%) Contribution to Absolute Return by Sector (%) QuarterSource: FactSet, SEI Figures in parenthesis are end of period weights. Performance data quoted is past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their originalcost, and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL- SEI. Performance Review •The Fund seeks to produce investment results that correspond to the performance of the Russell Small Cap Completeness Index.•Growth beat value by a large margin during the period. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.31 SIIT Emerging Markets Equity Fund Performance Review•During the quarter, the Fund’s strategic exposure to frontier and smaller emerging-market countries contributed, as did its underweight to the largest emerging-market countries (China, Brazil, Russia).•J O Hambro Capital Management gained on tailwinds from its emerging-market small-cap beta and strong momentum. •RWC Asset Advisors benefited from a beta tailwind to frontier stocks.•KBI Global Investors and Robeco Asset Management both gained on a value tailwind and favorable underweight to expensive e-commerce stocks that sold off during the quarter. •Despite a stability tailwind, WCM Investment Management was challenged by stock selection in financials, consumer discretionary and information technology. (#) indicates the percent target allocation in the Fund excluding cashBenchmark: MSCI Emerging & Frontier Markets Index. Source: FactSet, SEI Data Portal. Performance data quoted is past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost, and current performance may be lower or higher than the performance quoted. For performance data current to the most recent monthend, please call 1-800-DIAL-SEI. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.32 SIIT World Equity Ex-US Fund Performance Review•The Fund benefited from overweights to quality and momentum as both performed well during the quarter. •It gained on an underweight to large Chinese internet stocks, which were challenged by increased regulations during the period and the overall underperformance of growth stocks.•Regionally, the Fund’s overweight to Europe and underweight to Japan added.•Its value exposure modestly detracted as the safety trade resumed amid rising COVID-19 fears.•J O Hambro Capital Management was a standout performer due to its momentum overweight and larger exposure to information technology (especially semiconductors). •Acadian Asset Management and McKinley Capital Management benefited from their momentum-oriented quantitative models. •Value-oriented EverKey’s lower-quality and smaller-cap biases detracted, as did unfavorable allocation effects (overweight consumer discretionary, underweight information technology). •AllianceBernstein was challenged by value style headwinds. (#) indicates the percent target allocation in the Fund excluding cash. Benchmark: MSCI ACWI ex USA Index (Net). Source: FactSet, SEI Data Portal Performance data quoted is past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost,and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.33 SIIT World Equity Ex-US Fund Positioning Review•There were minimal changes to the Fund’s positioning during the quarter.•It maintained overweights to value (attractive valuation spreads), momentum and, to a lesser extent, quality.•The Fund’s energy allocation increased (attractive prices and momentum considerations), as did its allocation to technology (mostly due to its relative outperformance).•An underweight to emerging markets remained, particularly Asia.•Inflation continues to be a risk due to labor-market shortages and higher raw-materials costs. •While central-bank stimulus is set to slow down, it appears that equity markets should have support going into 2022 as corporate profits have remained strong. •Given the wide valuation spreads and inflation risks, value is our preferred alpha source and, consequently, the Fund’s largest overweight.•International equities may be poised for longer-term outperformance as valuations in the U.S. are stretched after having outperformed international developed and emerging markets for more than five years. Source: FactSet*Versus the MSCI ACWI ex USA Index; figures in parentheses are actual Fund weights, excluding cash; only the three largest active sector and region over-and underweights are shown. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.34 SIIT Core Fixed Income Fund Performance Review•During the quarter, the Fund benefited from an overweight to the long-term segment of the U.S. Treasury yield curve as 30-year yields declined. Other contributors included an underweight to agency mortgage-backed securities (MBS), which underperformed ahead of the Federal Reserve’s announcement of the end of its asset-purchase program. High yield and bank loans also helped. •Detractors included overweights to spread sectors, asset-backed securities (ABS) and investment-grade corporates; a higher-quality bias within commercial mortgage-backed securities (MBS); and local emerging-market debt. •Duration positioning and allocation to non-agency MBS were neutral and had minimal impact on performance. Security selection within AAA rated collateralized loan obligations (CLOs) contributed while an allocation to student loans detracted. •Western Asset Management benefited from an overweight to the long-term segment of the U.S. Treasury yield curve; an underweight to agency MBS; selection within commercial MBS; and allocations to high yield and bank loans. An unfavorable overweight to corporates was partially mitigated by strong selection in the sector. Allocations to U.S.-dollar-denominated sovereign bonds in Latin America and to emerging-market debt detracted.•MetLife Investment Management’s selection within senior issues in commercial MBS added, as did an allocation to AAA rated CLOs. An overweight to corporates, underweight to non-corporates and selection in dollar-denominated sovereigns in Latin America pared gains. •Metropolitan West Asset Management’s performance was mixed: shorter duration positioning added, while yield-curve positioning detracted. An allocation to AAA rated CLOs helped. An underweight to corporates contributed but was diminished by an unfavorable overweight to and selection in banks and electric utilities. •Allspring Global Investments was challenged by an overweight to and selection within financials; selection within industrials and consumer non-cyclical issues; an overweight to ABS and allocation to student loans; an underweight to non-corporate bonds; and selection within U.S. dollar-denominated Latin American sovereign bonds.•Jennison Associates was hurt by its yield-curve positioning; an overweight to and selection within industrials and positioning within MBS. (#) indicates the percent target allocation in the Fund excluding cashBenchmark: Bloomberg U.S. Aggregate Bond Index. Source: SEI Data Portal with data from Fund sub-advisors. Performance data quoted is past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost, and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.35 SIIT Core Fixed Income Fund Positioning Review•The Fund has gradually been reducing its risk exposures given tight valuations and the probability of increased volatility due to the Federal Reserve’s (Fed) tapering of its bond-buying program and the emergence of the Omicron variant of COVID-19. •It added to floating-rate notes as they were trading at a cheaper price relative to fixed-rate bonds.•The Fund has been reducing risk and looking for pockets of opportunities. Early in the fourth quarter, they added to positions in financials (particularly short-to intermediate-term bank paper) on increased issuance. Banks typically fund themselves for the year in January so any increased issuance in early 2022 may provide some new-issue discount opportunities.•The Fund remained underweight agency MBS on spread-widening; the underweight will be reduced if spreads widen further as the sector provides additional yield and liquidity. •Overweights to non-agency residential MBS, ABS and commercial MBS were maintained on rising house-price appreciation, improving wages and robust demand. Benchmark: Bloomberg U.S. Aggregate Bond Index. Source: BlackRock Solutions based on data from SEI. Performance data quoted represents past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost, and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. (#) indicates the relative weight to the benchmark on a contribution-to-duration basis; because of its different interest-rate sensitivities, Non-Agency MBS is shown on a market-value basis. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.36 SIIT Emerging Markets Debt Fund Performance Review•The Fund entered the quarter with a bias to reduce risk across both emerging markets foreign exchange and hard currency positions.•The Fund’s overweight to emerging markets foreign exchange hurt performance. •The Fund’s allocation to local currency markets faced headwinds during the quarter amid rising interest rates and a strengthening U.S. dollar. •Colchester’s unfavorable performance came from overweights in Latin America and Russia. Meanwhile, underweights to Eastern Europe and South Africa contributed.•Ninety One Capital registered neutral performance and gained from exposure to Egyptian and Zambian securities. •Marathon Asset Management benefited within investment-grade markets as new issuance fell towards the end of the year. (#) indicates the percent target allocation in the Fund excluding cashBenchmark: 50% JPM EMBI Global Diversified / 50% JPM GBI-EM Global Diversified. Source: SEI Data Portal with data from Fund sub-advisors. Performance data quoted is past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost, and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800- DIAL-SEI. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.37 SIIT Emerging Markets Debt Fund -3 -2 -1 0 1 2 3 EgyptMexicoSingaporeMalaysiaColombiaSouth AfricaUruguayChinaThailandPhilippines Emerging Markets Debt FundTop and Bottom Country Relative Weights (%) 9/30/2021 12/31/2021 -10 -5 0 5 10 Local Currency Hard Currency Cash Emerging Markets Debt FundCurrency Type Relative Weights (%) 9/30/2021 12/31/2021 Benchmark: 50% JPM EMBI Global Diversified/50% JPM GBI-EM Global Diversified Index. Source: SEI Data Portal Positioning Review •During the quarter, Fund positions remained generally concentrated in high-yield debt that offered more attractive return opportunities with lower interest-rate sensitivity. •The largest local-duration positions were Indonesia, South Africa and Russia; the biggest underweights were Poland and Thailand on low yields. •In terms of currency weights, the Fund was overweight Mexico, Malaysia and Egypt; underweight Thailand, China and South Africa; and tilted away from the U.S. dollar. •Despite fears of higher inflation pushing U.S. interest rates higher, we expect hard-currency emerging-market spreads to hold steady in the near term; higher-yielding names are viewed as still having room to tighten. •Denominated in hard currencies, emerging-market corporate bond positions are intended to work in conjunction with emerging-market hard-currency exposure, as they trade at similar spreads as external sovereign debt. The Fund’s positions were generally concentrated in high-yield-rated companies that offered more attractive return opportunities with lower interest-rate sensitivity •Within its hard-currency sleeve, the largest underweights were China, Saudi Arabia and the Philippines; the biggest overweight was Argentina, followed by the U.S. (2030 Treasury), Azerbaijan (state-aligned corporates) and Colombia (a beneficiary of higher oil prices); it had a large off-benchmark position in Israel. •The Fund remained overweight local-currency emerging-market debt, driven by emerging-market foreign exchange positioning. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.38 SIIT High Yield Bond Fund Performance Review•The Fund benefited from an allocation to structured credit and security selection within basic industry and retail. •An underweight to BB rated securities and overweight to B rated securities contributed, while an overweight to CCCs detracted.•Other detractors included selection in health care, media and consumer goods.•The Fund’s allocation to bank loans added, while an allocation to cash hurt. •Brigade Capital Management’s overweight to and selection in basic industry contributed, as did selection in retail. •Ares Management gained on overweights to and selection in energy and basic industry. •Benefit Street Partners’ selection in retail added, as did an underweight to and selection in telecommunications.•T. Rowe Price Investment Management benefited from selection in banking and technology & electronics.•J.P. Morgan Asset Management’s overweight to and selection in health care hurt, as did selection in retail. (#) indicates the percent target allocation in the Fund excluding cash.Benchmark: ICE BofA U.S. High Yield Constrained Index. Source: SEI Data Portal with data from sub-advisors. Performance data quoted is past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost, and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.39 SIIT High Yield Bond Fund Positioning Review•There were no material changes to Fund positioning during the quarter.•The allocation to structured credit continued to be the largest active position. •Basic industry was overweight (primarily via chemicals) as the names generally exhibit a combination of relatively defensive positioning, low leverage, strong free-cash-flow-to-debt profiles, and/or cyclical recovery stories underpinned by dislocated valuations. These investments aim to mitigate the broader effects of a macroeconomic slowdown and should drive relative outperformance.•The largest underweight was to telecommunications on continued challenges in the sector, including slightly higher electric demand, increasing renewables capacity, and potentially more stringent environmental requirements. A large portion of the electricity segment comprises companies with meaningful generation capacity powered by fossil fuels, a significant number of which are likely to be phased out over the intermediate term. These companies are beginning to rotate into renewable generation assets, either through direct investment into the development of the renewable assets or by entering into long-term purchase agreements.•Leisure was also underweight (primarily recreation & travel and hotels). Given the unique challenges faced by hotels, the Fund continued to focus on high-quality industry names with outstanding franchise value, ample liquidity, and relatively large market capitalizations. Within recreation and travel, the Fund maintained its preference for operators with hard asset value, ample liquidity, and a record of benefiting from demand for outdoor activity. -25 -20 -15 -10 -5 0 5 10 15 Ba3 and above B Caa1 and below No Rating Cash Credit Quality Relative Weights -Moody's (%) 9/30/2021 12/31/2021 -4 -2 0 2 4 6 8 10 12 Structured Credit Basic Industry Technology & Electronics Services Leisure Telecommunications Sector Relative Weights (%) (Top 3 and Bottom 3)* 9/30/2021 12/31/2021 Benchmark: ICE BofA U.S. High Yield Constrained Index. Source: BlackRock Solutions based on data from SEI.*The three largest active sector over-and underweights are shown. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.40 SIIT Opportunistic Income Fund Performance Review•During the quarter, the Fund benefited from its bank-loan allocation via Ares Management. •Wellington Management Company’s allocation to short-term corporates detracted, while positions within AAA CLOs and auto loans contributed.•Manulife Investment Management was hampered by unfavorable positions in agency and non-agency mortgage-backed securities. A higher-quality bias within commercial mortgage-backed securities (CMBS) and an allocation to high-quality collateralized loan obligations (CLOs) were beneficial. (#) indicates the percent target allocation in the Fund excluding cashBenchmark: ICE BofA USD 3-Month Deposit Offered Rate Constant Maturity Index. Source: FactSet, SEI Data Portal. Performance data quoted is past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost, and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.41 SIIT Opportunistic Income Fund Positioning Review•The Fund continued to provide a yield advantage over the benchmark and maintained allocations to the non-Treasury sectors, especially bank loans, non-agency RMBS and ABS. •It also retained overweights to other securitized sectors such as single-asset CMBS, select consumer ABS issues at the top of the capital structure, and higher-rated CLOs. The strength of a less-leveraged consumer provides confidence in the underlying collateral in these issues.•Despite better-than-expected cash flows as pandemic-impacted sectors continued to recover in the face of rising infection rates, the Fund maintained its higher-quality bias.•The Fund focused on investing in companies with strong balance sheets and maintaining liquidity while looking for opportunities at a measured pace.•Going forward, markets will likely focus on COVID-19 variants, rising inflation, and the Federal Reserve’s stance on interest-rate hikes, the tapering of its asset-purchase program and balance-sheet reduction. •The transition away from LIBOR for newly issued floating-rate securities may present pricing anomaly opportunities. (#) indicates the absolute weight.*Contribution from duration and yield curve positioning relative to the benchmark’s positioning. Benchmark: ICE BofA USD 3-Month Deposit Offered Rate Constant Maturity Index.Source: FactSet, BlackRock Performance data quoted is past performance, gross of fees. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than t heir original cost, and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.42 SIIT Dynamic Asset Allocation: Performance attribution Benchmark: S&P 500 Index. Returns are estimated and do not fully account for intra-month cash flows. Performance is gross of fees, internally calculated by SEI. Performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost,and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. 0.00%0.00%0.00%0.00%0.00% -0.20%-0.11% 0.10% -0.01% 0.16% -0.10%-0.08%-0.24% 0.31% -0.76% 0.22% -0.09%0.00% 0.13% -0.02% 0.42% 2.21% 0.65% -0.04%-0.06% 2.96% -2.00% -1.50% -1.00% -0.50% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 2s10s YCSteepner Gold EURUSDPut Option1.19 EURUSDPut Option1.15 LongUSD/ShortSAR 30YRSwaption(8/2023) 30YRSwaption(8/2024) 10-YearU.S. CPISwaps BloombergCommodityIndex S&P 500EW Index &MSCI EAFEIndex S&P 500Put Spread 5y5y OISSwap TOTAL 2021-Q4 YTD Closed Positions FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.43 SIIT Dynamic Asset Allocation Positioning changes The Fund made the following positioning changes in the quarter: •Added a 5-Year/5-Year (5y/5y) overnight index swap (OIS): Initiated a 5y/5y U.S. OIS pay swap at a 10% notional weight. –The OIS rate reflects expectations for average federal funds rates over specific periods of time. The 5y/5y forward) term allows us to express a view on the terminal federal funds (i.e. the rate that will be reached by the end of the coming interest rate hiking cycle), which we believe may be underpriced in the current market and still reflective of a “transitory” view of the current inflationary pressures. –We see significant risks to the upside in terms of the duration and intensity of the current inflationary pressures and therefore to the speed and magnitude of the expected Federal Reserve tightening cycle, given easy financial conditions, the potential for additional fiscal stimulusand a still tight labor market. •Reduced Commodity position from 8% to 5% notional: –In the quarter, we trimmed exposure to commodities from 8% to 5% notional. While we continue to maintain a favorable view on commodities, given the strong performance in 2021 we decided to take some profits. •S&P 500 put spread expired out of the money: The S&P 500 Index put spread expired out of the money on December 17, 2021. FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.44 Rationale•We believe this position is justified by the historically low level of long-term interest rates, the significant monetary and fiscal stimulus measures enacted in 2020 and 2021, and that (in our view) pricing did not adequately reflect the potential for higher long-end yields. •Monetary responses to this crisis have been swift as the U.S. Federal Reserve implemented several liquidity-focused programs, reduced interest rates to zero and introduced a quantitative-easing programm. U.S. policymakers also announced in 2020 a major shift in interest-rate policy by adopting a more symmetrical/average view of inflation as opposed to its previous inflation target of 2%. •We see significant risks is to the upside in terms of the duration and intensity of the current inflationary pressures and therefore to the speed and magnitude of the expected Federal Reserve tightening cycle, given easy financial conditions, the potential for additional fiscal stimulus and a still tight labor market. Implementation•These positions have been implemented as part of a higher-rate theme: –30-year payer swap options (14% notional) –5y/5y OIS swaps (10% notional) SIIT Dynamic Asset Allocation Current themes and our perspective | Positioned for higher rates Source: FactSet, SEI. 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 1/8/20071/8/20081/8/20091/8/20101/8/20111/8/20121/8/20131/8/20141/8/20151/8/20161/8/20171/8/20181/8/20191/8/20201/8/20215y/5y OIS Swap Rate (%) 1/1/2007 -12/31/2021 Source: Bloomberg FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.45 Rationale•Central banks have indicated that: –Policy rates likely are on hold for the foreseeable future. –All policy tools remain on the table. –Higher inflation would be welcomed. •Fiscal responses to the pandemic have been significantly more concerted than they were during the global financial crisis of 2007 to 2009. •These new economic policy dynamics along with COVID-19 vaccine and therapeutic developments should create a favourable environment for more economically sensitive areas of the capital markets to outperform in 2022. Implementation•The following positions have been implemented as part of a reflation theme: –Inflation: 10-year U.S. Consumer Price Index swaps (3.5% notional) –Commodities: Bloomberg Commodity Index (5% notional) –Equities: S&P 500 Equal Weighted Index & MSCI EAFE Index (3.0% notional) •While these positions may be the beneficiaries of a reflationary environment, we believe they provide a relative-value opportunity. SIIT Dynamic Asset Allocation Fund Current themes and our perspective | Reflation Source: FactSet, SEI. -40.0 -20.0 0.0 20.0 40.0 60.0 80.0 Major Bloomberg Index Commodities -2021 Total Return (%) 0.00 0.50 1.00 1.50 2.00 2.50 3.00 12/29/2017 12/29/2018 12/29/2019 12/29/2020 12/29/2021 10-Year Breakeven Inflation Source: Factset Source: Federal Reserve Bank of St. Louis FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 unless otherwise noted.46 SIIT Dynamic Asset Allocation: Current positioning Source: BlackRock Solutions, SEI, index providers. Projected tracking error against the S&P 500 Index (total return) from BlackRock Solutions. 10-year equivalent duration notional = 10%. Index returns are for illustrative purposes only and do not represent actual perform ance of an SEI Fund. Index returns do not reflect an management fees, transaction costs or expenses. Indexes are unmanaged and one cannot invest directly in an index. Total Estimated Stand-Alone (ex. Diversification) Tracking Error: 268 basis pointsTotal Combined Estimated Tracking Error: 173 basis points 5.00% 9.00% 5.00%3.50%5.00%3.00% 10.00% 0.01% 0.56% 0.33%0.21% 0.92% 0.41% 0.24% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% LongUSD/ShortSAR 30YRSwaption(2023) 30YRSwaption(2024) 10Y CPIInflation Swaps BloombergCommodityIndex S&P 500 EWIndex & MSCIEAFE Index 5y5y OISSwap 0% 10% 20% 30% 40% 50% Risk ExposureNotional Exposure 47FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 U.S. property market returns Source:NCREIF.NPI is a quarterly time series composite total rate of return measure of a very large pool of individual commercial real estate properties acquiredintheprivatemarketforinvestmentpurposesonlyonanunleveredbasis.The ODCE (Open-End Diversified Core Equity)is a Fund-level capitalization weighted, time-weighted return index and includes property investments at ownership share,cash balances and leverage.Past performance does not guarantee futureresults.Performance for periods of less than one year is cumulative;greater than one year is annualized. •The fourth quarter of 2021 was a positive period for the U.S. property market with appreciation being the primary driver of total return. •Vacancy metrics declined slightly while net operating income (NOI) increased as rent collections continued to normalize in most cases and managers decreased reserves against the collectability of deferred rents. •The more significant impact was due to appraisers starting to become less uncertain on future income projections, which pushed appreciation to 7.0% in aggregate across sectors and resulted in the ODCE’s 8.0% total return. •All of the four main sectors had gains. Industrial led the way with an increase of 13.3%. Apartments, retail and office were also positive, returning 6.8%, 2.2%, and 1.7%, respectively. •Rounding out the real estate marketplace, the west and south regions had the strongest performance at 7.2% and 7.0%, respectively. Occupancy rates increased while current cap rates decreased slightly relatively to the prior quarter. 48FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 Core Property Fund: Performance review Contributors•Of the eight underlying funds within the Core Property Fund, six exceeded the NPI benchmark of 6.5% and five were ahead of the ODCE peer group’s 8.0% return. •Gains were centered around the industrial and multi-family assets, although the other primary sectors also posted positive returns. The three sector specialists again generated attractive income returns relative to the more diversified managers. •The Fund’s overweight to industrial assets, as well as the non-core exposure to self storage, both contributed on a comparative basis. Detractors•The primary laggard within the portfolio was a specialist fund that focuses on assets outside the primary sectors. While the income return in this portfolio tends to be higher than other managers the appreciation is typically limited and in periods of large movement we would expect the manager to lag on a total return basis. •The effects of various COVID-19 responses also negatively impacted the income return of the fund for the period. This is expected to improve as the environment stabilizes, re-openings occur, and more clarity is gained around future rent collections and growth rates. Sources: SEI and NCREIF. Fund Allocation excludes cash. Performance for periods of less than one year is cumulative; greater than one year is annualized. Performance is gross of investment management fees and net of administrative expenses and underlying fund expenses.Clients implemented via collective investment trusts incur product-level fees, including trustee and administrative fees, which will affect performance. Performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost, and current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-800-DIAL-SEI. 49FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. Data as of 12/31/2021 Core Property Fund: Positioning and actions Sources:SEI,NPI.Based on actual invested position of money drawn by Underlying Funds and excluding cash;“Other”includes predominantly self-storage,hotel and land. Diversification may not protect against market risk. Past performance does not guarantee future results. Positioning •The Fund currently maintains an overweight to the industrial and other sectors at the expense of office and retail.•Fund-level leverage stands at 22.1%, and occupancy was 93.3% for the quarter; both of these are higher than the corresponding ODCE figures by 1.0% and 1.1%, respectively.•The Fund remains well diversified through its eight underlying funds, which in total provide exposure to more than 1,000 individual properties. Actions •The Fund received no additional commitments for January 1, 2022 and currently has no investment queue.•Redemption requests totaled $52.2 million for December 31, 2021 and cash was raised to pay these redemptions in full; an additional $57.7 million in redemptions were received for March 31, 2022 and manager-level redemptions have been placed accordingly. While we expect everything will be paid in full some portion may ultimately get queued. •The Fund’s NAV was $2.5 billion.•For a variety of reasons, including both risk positioning and capacity addition, we are in the process of increasing exposure to one of the diversified managers; this will allow us to better balance the relative weights of the Fund’s manager roster and reduce the fund’s leverage ratio while also adding to a manager with a larger portfolio of properties in an effort to lower individual property risk. 50Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. This presentation is provided by SEI Investments Management Corporation (SIMC), a registered investment adviser and wholly owned subsidiary of SEI Investments Company. The material included herein is based on the views of SIMC. Statements that are not factual in nature, including opinions, projections and estimates, assume certain economic conditions and industry developments and constitute only current opinions that are subject to change without notice. Nothing herein is intended to be a forecast of future events, or a guarantee of future res ults. This presentation should not be relied upon by the reader as research or investment advice (unless SIMC has otherwise separately entered into a written agreement for the provision of investment advice). There are risks involved with investing including loss of principal. There is no assurance that the objectives of any strategy or fund will be achieved or will be successful. No investment strategy, including diversification, can protect against market risk or loss. Current and future portfolio holdings are subject to risk. Past performance does not guarantee future results. For those SEI products which employ a multi-manager structure, SIMC is responsible for overseeing the sub-advisers and recommending their hiring, termination, and replacement. References to specific securities, if any, are provided solely to illustrate SIMC’s investment advisory services and do not constitute an offer or recommendation to buy, sell or hold such securities. Any presentation of gross mutual fund performance of underlying mutual fund investments or gross account level performance is only intended for one-on-one presentations with clients and may not be duplicated in any form by any means or redistributed without SIMC’s prior written consent. Through September 30, 2012, annual performance is calculated based on monthly return streams, geometrically linked. From September 30, 2012 onward, annual performance is based upon daily return streams, geometrically linked as of the specific month end. Performance results do not reflect the effect of certain account level advisory fees. The inclusion of such fees would reduce account level performance, particularly when compounded over a period of years. The following hypothetical illustration shows the compound effect fees have on investment return: For an account charged 1% with a stated annual return of 10%, the net total return before taxes would be reduced from 10% to 9%. A ten year investment of $100,000 at 10% would grow to $259,374, and at 9%, to $236,736 before taxes. For a complete description of all fees and expenses, please refer to SIMC’s Form ADV Part 2A, the investment management agreement between SIMC and each client,and quarterly client invoices. Certain economic and market information contained herein has been obtained from published sources prepared by other parties, which in certain cases have not been updated through the date hereof. While such sources are believed to be reliable, neither SEI nor its affiliates assumes any responsibility for the accuracy or completeness of such information and such information has not been independently verified by SEI. Index returns are for illustrative purposes only and do not represent actual fund performance.Index performance returns do not reflect any management fees, transaction costs, or expenses, which would reduce returns.Indexes are unmanaged and one cannot invest directly in an index. Important information: SIMC 51Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. As identified in the presentation, certain funds are collective trust funds, not mutual funds. A collective trust fund is an investment fund that is maintained by a bank or trust company for the collective investment of qualified retirement plans and governmental plans, and that is exempt from SEC registration as an investment company under Section 3(c)(11) of the Investment Company Act of 1940. Collective trust funds eliminate many of the administrative costs associated with institutional and retail mutual funds. For more information on the collective trust funds, including fees and expenses, please read the disclosure document for the trust. There is no guarantee that the investment objective will be fulfilled. If the fund is a target date fund, the principal balance of the portfolio may be depleted prior to a portfolio’s target end-date and, therefore, distributions may end earlier than expected. This risk increases if the distribution amount chosen is a significant portion of the starting principal. The target date represents the respective date when an investor intends to retire. Principal of any target date fund is not guaranteed at any time, including the target date. The projected time periods do not take into account the payment of fees to the advisor out of the portfolio or any other additional distribution from the account. For those SEI collective trust funds that may be held in the account, the SEI collective trust fund is part of a Collective Investment Trust (the "Trust") operated by SEI Trust Company (“STC”). STC manages the Trust based on the advice of one or more third party managers, which may include SIMC. Additionally, STC serves as the trustee of the collective trust funds and maintains ultimate fiduciary authority over t he management of, and the investments made, in the funds. STC is also a wholly owned subsidiary of SEI Investments Company. Important information: collective trust funds 52Footer FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR PUBLIC DISTRIBUTION. 1 City of South Burlington Retirement Income Plan July 1, 2021 Actuarial Valuation Review Erik Schait, ASA, EA, MAAA Actuarial Consultant 1 February 22, 2022 2 Actuarial Funding Methods Review of 2021 Recommended Plan Contribution Funded Status Assumptions Plan Assets Census Information Questions Agenda 3 Actuarial Funding Methods 4 Actuarial Funding Methods There are many different ways for valuing future liabilities. The primary difference in these methods is the method of attributing liability to the past and to the future. Two primary methods to review when discussing funding of public pension plans: •Unit Credit –This cost method does not reflect expected future pay increases. The liability today is based on the present value of benefits based on current compensation and service earned to date. This is the method used for single employer private pension plans. This method was used by the City of South Burlington prior to July 1, 2014. •Entry Age Normal -The benefit funded is based on projected compensation. In addition, liability is assigned to periods of time based on compensation. Ultimately, the annual liability for an employee is designed to be an even percentage of their compensation each year. This is the method mandated for use in GASB financials. 5 Present Value of Accrued Benefit (PVAB) –The present value of retirement benefits accrued to date. This is a unit credit (UC) funding method. Entry Age Normal (EAN) Liability –The liability used for funding to determine the recommended contributions and for financial statements under GASB. •All expected benefits are projected to assumed retirement date. •The present value of expected benefits is allocated to the past and future as a percentage of compensation. •Evenly attributes liability over the compensation of an employee. PVAB does not consider future compensation increases. However, it does represent the present value of benefits for employees, assuming they all terminated employment on 7/1/2021. EAN anticipates future compensation increases. EAN also leads to greater liability attributed to the past, but less accumulation of future liabilities. Ultimately, the liability of both will be the same for a participant, at their retirement date. Funded Status –PVAB(UC) vs. EAN 6 PVAB (UC) vs EAN UC EAN Approximate position of City Pension Plan For an Active Employee 7 Actuarial Terms: •Accrued Liability –Present value of benefits earned as of a certain date. •Normal Cost –Benefit attributed to be earned during the next year. The greater the liability assigned to the past,the lower future normal costs will be. Ultimately, the value of benefits is the same at retirement under all options. A funding valuation under the Unit Credit method would have less liability now, but an escalating annual cost in the future. PVAB (UC) vs EAN 8 The City of South Burlington started using the Entry Age Normal liabilities for calculating the annual recommended contribution effective July 1, 2014. Each recommended contribution since that date has been based on the Entry Age Normal Method. The change was made for several reasons: •The Entry Age Normal Method produces less volatile annual contributions •It helps to fund the plan now, for future liabilities. •The Entry Age Normal Method became mandatory for GASB financial reporting purposes. The liability on financial statements is required to be calculated under this method. Funding Method 9 The ultimate liability to the City under all funding methods is the same. The difference is the period of time those liabilities are assigned to. Both a Unit Credit method (Present value of accrued benefits) and the Entry Age Normal method are presented in this report. Both are valid ways of assessing the status of the plan. The Entry Age Normal liabilities are given additional weighting as the method for funding the plan over the long term. The present value of accrued benefits is a good measure of currently accrued benefits compared to assets, i.e.on a plan termination basis. Funding Method (cont.) 10 Review of 2021 Recommended Plan Contribution 11 Once liabilities are attributed to the past, they are compared to the current actuarial value (smoothed) assets, the plan’s current recommended contribution is then calculated as the sum of: 1.An amortization payment on any unfunded liability. The payment is based on a 20 year pay down of unfunded benefits. 2.The Normal Cost for benefits being earned in the current year. 3.Interest from the valuation date to the expected payment date. The expected employee contributions are subtracted from the total recommended contribution to arrive at the recommended City contribution. Funding Policy 12 Payment of current normal cost plus amortization of unfunded liability Current Year Actuarial Value 10 Years 20 YearsPublic Safety Group:$1,033,389 $ 817,408 Non-Public Safety Group:$ 239,318 $ 211,975 Total:$1,272,707 $1,029,383 Percent of payroll:21.30% 17.2% Prior Year Actuarial Value 10 Years 20 YearsPublic Safety Group:$1,226,606 $ 976,829 Non-Public Safety Group:$ 392,911 $ 336,517 Total:$1,619,517 $1,313,346 Percent of payroll:24.10% 19.50% *The City also makes an annual payment of $660,948 towards a loan used to fund plan. Recommended City Contribution Actuarial Value of Assets 13 Division of Recommended Contribution City Portion, $ 1,029,383 EE Contributions, 288,006 Normal Cost, 487,863 Interest, 82,096 Amortization Payment, 459,424 0%10%20%30%40%50%60%70%80%90%100% 14 Effective July 1, 2019 no new employees will participate in the plan. •Plan will slowly become more mature. •The remaining lifetime of the plan will no longer be indefinite and has an estimated date when all participants will be retired. •Opportune time to make changes to the funding policy to address this shift in plan characteristics. •The earlier a change is addressed, the easier the changes will be to incorporate. A proposed change in the amortization payment on unfunded liability is being discussed. This method would amortize all unfunded liabilities by 2039. •This alternative method resulted in a recommended contribution of $1,054,731 for July 1, 2021. Proposed Alternative Funding Policy 15 Funded Status 16 Funded Status –Actuarial Value Public Safety Non-Public Safety Total 30,634,245 9,885,394 40,519,639 31,289,593 10,154,464 41,444,057 102.14% 102.72%102.28% 35,834,336 10,729,829 46,564,165 31,289,593 10,154,464 41,444,057 87.32%94.64%89.00% Present Value of Accrued Benefits (PVAB): Actuarial Value of Plan Assets: Funded Ratio: Entry Age Normal Liability: Actuarial Value of Plan Assets: Funded Ratio: 17 Funded Status –Market Value Public Safety Non-Public Safety Total 30,634,245 9,885,394 40,519,639 34,661,960 11,240,171 45,902,131 113.15%113.70%113.28% 35,834,336 10,729,829 46,564,165 34,661,960 11,240,171 45,902,131 96.73%104.76%98.58% Present Value of Accrued Benefits (PVAB): Market Value of Plan Assets: Funded Ratio: Entry Age Normal Liability: Market Value of Plan Assets: Funded Ratio: 18 Actual Asset Return of 26.60% vs. Assumed 7.25% (net gain) Change in mortality projection scale (small net gain) Participant experience (small net gain) Reasons for Results 19 95%91% 82%84%84%84%82% 99% 50% 57% 107%101%106% 120% 109% 99%102%102%100%97% 113% 0 0.2 0.4 0.6 0.8 1 1.2 1.4 6/30/2009 6/30/2010 6/30/2011 6/30/2012 6/30/2013 6/30/2014 6/30/2015 6/30/2016 6/30/2017 6/30/2018 6/30/2019 6/30/2020 6/30/2021 EAN PVAB Historical Funded Status EAN vs PVAB, Based on Market Value of Assets (1) $8.168 Million loan with local bank used to fund the plan during fiscal year end 6/30/11. (2) Large asset experience loss during 6/30/15 to 6/30/16. Updated mortality tables. (3) Positive asset experience offset by change in discount rate between 6/30/16 and 6/30/17. (1) (2)(3) 20 Comparison of Funded Ratios City of South Burlington -98.58% as of June 30, 2021. (7.25% discount rate) Average public plan -85.0% (improvement from 70.7%), as of June 30, 2021 by Milliman(1) VMERS –86.29% as of June 30, 2021. (7.00% discount rate) VSTRS –58.83% as of June 30, 2021. (7.00% discount rate) City of Burlington –70.00% as of June 30, 2019. (7.40% discount rate) City of St. Albans –54.86% as of June 30, 2020. (6.07% discount rate) (1) Data from 2021 Milliman public funding study. Based on Entry Age Normal Liabilities and Market Value 21 Assumptions 22 Assumptions Sensitivities Key Economic Assumptions Sensitivity of Liabilities to Assumption Discount Rate for Liabilities High Salary Growth Medium Inflation Low Key Demographic Assumptions Sensitivity of Liabilities to Assumption Retirement Medium Withdrawal Medium Mortality Low to Medium Disability Low Percentage Married Low Form of Payment Low 23 An in-depth analysis of assumptions are beyond the scope of this presentation. These items are periodically reviewed in depth to determine if changes should be made. Results reviewed for reasonability each year to determine if additional analysis should be accelerated. An in-depth review is expected before the July 1, 2021 Actuarial Valuation in which assumption changes are possible. Last major change to mortality was effective July 1, 2016, in which the mortality assumption was updated to include generational mortality improvements. Mortality improvement projection is updated each year based on most recently available projection scales. Greater rates of mortality decrease liabilities. Actuarial Assumptions Review 24 Mortality assumption Public Safety -Pri-2012 Blue Collar Table projected with scale MP2021. Non -Public Safety -Pri-2012 Total Dataset projected with scale MP2021. Both tables updated from scale MP2020 to MP2021 Employee Turnover –unchanged (Scale T-3) Long-Term Rate of Return –unchanged at 7.25%. Median public rate was 7.00% according to the 2021 Milliman public funding study. Assumed Retirement Age –Public Safety age 53, Non-Public Safety age 65. Plan Compensation –Public Safety unchanged at 5%; Non-Public Safety unchanged at 4%. Actuarial Assumptions Review (cont.) 25 The Long Term Rate of Return (also the Discount Rate) was last changed effective July 1, 2017 based on input from investment providers, current market conditions, and desire of City to reflect the changing investment environment. Sensitivity of Entry Age Liability to Discount Rate EAN Liability Market Value Funded Position Current Discount Rate 46,564,165 45,902,131 662,034 Current Discount Rate + 1% 41,717,181 45,902,131 (4,184,950) Current Discount Rate -1%52,376,444 45,902,131 6,474,313 Employee Turnover –is the rate at which employees leave employment prior to retirement age for reasons other than death or disability. Greater rates of termination will decrease liabilities. Actuarial Assumptions Review (cont.) 26 Plan Assets 27 Smoothed asset valuation method is used to mitigate large swings in contribution requirements. Both market value and smoothed value will be shown. Discretion may be used in making contributions to the plan. Smoothing Method: 1.Expected assets based on assumed rate of return, MINUS 2.Market Value of Assets 3.20% of the difference is between Market Value of assets and Expected assets (#2 -#1) 4.Adjust Expected assets by #3 5.Only recognizing 20% of gain or loss on assumed rate 6.Result must be within 80% -120% of market value Asset Valuation Method 28 Actuarial vs Market Value of Assets $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 2015 2016 2017 2018 2019 2020 2021Millions Year ended 6/30 Market vs Actuarial Value Actuarial Value Market Value 29 Plan Experience: Assets Assumed rate of return: 7.25% Actual asset rate of return: 26.60% Prior year asset rate of return:2.86% 3-Year Average:11.48% 5-Year Average:10.85% 10-Year Average:8.64% 30 Plan Year Rate of Return Assumed Rate 6/30/2021 26.60%7.25% 6/30/2020 2.86%7.25% 6/30/2019 4.97%7.25% 6/30/2018 7.61%7.25% 6/30/2017 12.21% 7.25% 6/30/2016 (1.06%) 7.50% 6/30/2015 1.57%7.50% 6/30/2014 16.40%7.50% 6/30/2013 13.50%7.50% 6/30/2012 1.70%7.50% 6/30/2011 20.10%7.50% 6/30/2010 13.20% 7.50% 6/30/2009 (16.0%) 7.50% Historical Rate of Return 31 Participant Census Information 32 Participant Count by Year and Status 45 52 55 59 62 64 68 67 75 79 82 89 27 39 38 44 43 45 45 51 44 46 44 47 128 112 105 105 110 112 116 115 104 95 92 78 - 50 100 150 200 250 6/30/10 6/30/11 6/30/12 6/30/13 6/30/14 6/30/15 6/30/16 6/30/17 6/30/18 6/30/19 6/30/20 6/30/21 Retirees Deferred Vested Actives 33 Participant Statistics NPS PS Average Service:15.97 13.65 Average Expected Future Service:7.94 8.95 Average Active Age:56.32 41.14 Average Retiree Age:75.07 64.36 Duration of Liabilities:10.06 12.70 Duration is a method of measuring the effects of interest rates on the plan liabilities. The smaller this number is, the less effect there will be from changing interest rates. For example, a duration of 10.06 implies that a 1% increase in interest rates would decrease the liability by 10.06%. Duration is also the weighted average of time of future benefit payments. 34 Questions? MEMORANDUM TO: South Burlington City Council FROM: Andrew Bolduc, Deputy City Manager DATE: February 22, 2022 City Council Meeting RE: South Burlington American Rescue Plan Act (ARPA) Funds ______________________________________________________________________________ Background The American Rescue Plan Act (ARPA) included a total of $360 billion in pandemic-related aid for state and local governments. Vermont will receive more than $1.25 billion with $200 million allocated directly to Vermont’s cities, towns, and villages. The legislature and the governor will determine how the $105 billion is allocated. The City of South Burlington received a total allocation of $5,656,533.00. Under the Act, these funds must be allocated by December 31, 2024 and expended by December 31, 2026. The Act specifies that these funds can be used for several different purposes: responding to public health concerns raised by the pandemic; responding to negative economic impacts of the pandemic; providing services to communities disproportionately impacted by the pandemic; providing premium pay to essential workers; improving water, sewer, and broadband infrastructure; replacing lost revenues; and, recouping administrative costs directly attributable to the pandemic. Prior Allocations At the July 13, 2021 Council meeting, the City Council allocated its first portion of the City’s ARPA funds to fund three critical positions that were frozen during the pandemic and left unfunded in the FY 22 budget. This allocation was squarely in line with the Department of the Treasury’s interim final rule, allowing the City to rehire staff to help reduce national unemployment and ensure government’s ability to effectively administer services by bringing staffing levels up to pre-pandemic levels. In order to smooth these one-time funds into future budgets so as not to create a significant year-one tax burden, Council approved spreading these funds throughout the allowed allocation period. In total, this amounts to $810,679.98 of the City’s total ARPA funds. In building the FY 23 annual city budget, the City Council and City Leadership Team identified staffing support and a couple of big ticket deferred CIP expenses that will build community resiliency and ensure continued high-level responsiveness to public health concerns raised by the pandemic. If approved by the voters in March, these four allocations, for staff support, firefighter PPE, a new ambulance, and to replace the City’s dispatch consoles, will use an additional $633,000 of the City’s ARPA funds. In addition to deferred CIP expenses, the City Council and City Leadership Team identified several initiatives to improve the public’s access to online/remote services in permitting and make necessary updates in City cyber security particularly for remote access. These are also built into the proposed FY 23 annual budget with a total allocation of $89,000. At the Council’s November 1, 2021 meeting, City Council also approved a Tourism and Economic Recovery Marketing Grant application with the State of Vermont for $30,000 and pledged matching this funding source with $32,000 in ARPA funds. The City was awarded the grant and is planning this event for winter 2022-23. A total breakdown of these allocations, organized by fiscal year, is below. To-date City ARPA allocations FY 22 Refunding 3 City staff (100%) $257,872.28 FY 23 Refunding 3 City staff (80%) $213,518.25 Ambulance $310,000.00 Dispatch consoles $225,000.00 FF staff $50,000.00 FF PPE $48,000.00 Permitting software $50,000.00 Microsoft 365 $39,000.00 Market St. Event $32,000.00 FY 24 Refunding 3 City staff (60%) $165,743.54 FY 25 Refunding 3 City staff (40%) $114,363.04 FY 26 Refunding 3 City staff (20%) $59,182.87 Allocated Total $1,564,679.00 Unallocated ARPA $4,089,853.02 ARPA Funding Restrictions As mentioned above, ARPA funds can be used for several distinct purposes. These purposes were further defined in the Department of Treasury’s May, 2021 Interim Final Rule. About a month ago, the Treasury issued its Amended Final Rule. This 437-page document makes one very significant amendment that provides a huge amount of flexibility for municipalities throughout the state. Under both the interim and final rule, ARPA funds can be used to replace lost revenues incurred as a result of the pandemic. An allocation made for this purpose is appropriate for “any government purpose”, or more functionally, any general fund expenditure. Under the interim rule, a municipality was required to report its total lost revenues presumably so the Treasury would know how much of total ARPA funds could be used for this purpose. Back in October, 2021, the City reported approximately $1,400,000 in lost revenues. However, under the Amended Final Rule, a municipality can either determine lost revenue under its formula, or, claim a standard allowance of $10 million. The City can therefore claim its entire ARPA allocation as lost revenue, meaning, all of the City unallocated ARPA funds can be expended for “any government purpose.” The limit on ARPA funds is they cannot be put into a reserve account or special fund to be allocated at a date beyond 2026. The purpose of the Act is to respond to the negative impacts of the public health emergency and provide immediate stabilization for households and businesses. Contributions to a special or reserve fund does not achieve those goals. Community Engagement Requirement The Treasury’s Amended Final Rule retains a requirement for community engagement in the use of ARPA funds. The analysis of the rule provided by the Vermont League of Cities and Towns recommends that all municipalities conduct community engagement activities that identify the best way to respond to the pandemic and plan for long-term recovery in their communities. Around the state some cities and towns have held dedicated selectboard or council meetings, issued surveys, or formed ARPA advisory committees of interested residents. SB Ideas and Other Communities Attached to this memo please find the running list of ARPA funding ideas tabulated from our Policy Priorities and Strategies sessions as well as from the City’s Leadership Team over the past few months. Like South Burlington, many other Vermont communities have begun allocating and expending ARPA dollars. Some of these have focused on making investments to improve municipal business operations, such as: cybersecurity measures; hybrid meeting equipment; expanding broadband connections; digitizing land records; municipal building capital improvements; weatherization. Others have focused on investments to revitalize their communities such as: outdoor recreation improvements; diversity, equity, inclusion measures; supporting high-quality affordable childcare to support working residents; land banking to support housing development to grow tax base; acquisition and rehabilitation of abandoned properties or greening them; improvements to community gathering spaces; supporting local non-profits. A database that shares data on what other communities are doing around the country can be found here. https://www.nlc.org/resource/local-government-arpa-investment-tracker/ Discussion Questions When awarded grant funding with as few barriers to use as these ARPA funds, it is easy to immediately begin to think about meeting urgent deficits, deferred capital expenses, or trying to accelerate the timetable on identified CIP projects. While these are definitely not bad uses of this money, these ARPA funds, while proportionately only a fraction of the City’s annual operating budget, represent a once-in-a-generation opportunity to invest in community. When looking back in five or ten years, what will our future selves and community say about how the city seized this opportunity? Below are four overall questions to help shape the discussion to begin to establish a framework for how the City can maximize the impact of these funds. Question 1 – Value Statement. Who or what are we trying to support with these funds? Consider community needs overall, particularly those brought to light or exacerbated through this pandemic. As a reminder, below are a few early identified goals that align with the purposes of the Act: • Fight the pandemic and support families and businesses struggling with its public health and economic impacts; • Maintain vital public services, even amid declines in revenue resulting from the crisis • Building a strong, resilient, and equitable recovery by making investments that support long-term growth and opportunity Question 2 – Value Statement. Should these funds be targeted towards one-time transformational investments, or, to support already identified projects, such as those in the City’s CIP? Within the limits of four million dollars, is the Council’s goal to use these funds to support capital projects? Is the Council’s goal to use a large portion of these funds for more transformational community investments? Is this Council’s goal to use this as seed funding to support businesses and neighborhoods? Or something else? It may be helpful to consider whether this four million is best split into several buckets: one could be for limiting future tax rate spikes and funding other deferred CIP projects; one could be for a large lump investment; one could be money held for future decision makers and grant matching opportunities, etc. Question 3 – Value Statement. Who should make this decision and when should it be made? With time to allocate the remaining four million over the next three years, should all funds be allocated in year one? How much should be held for future Council’s to determine and how much should be held to leverage future funding opportunities? Question 4 – Process. What is the community engagement process? Begin to think about how community will be engaged in this decision. Will this include council public hearings? Community forums? Surveys? This is also a good time to consider the role of committees in this process. As a reminder, Council will be engaging committees in the Policy Priorities and Strategy process again this spring. Next steps Based on the value statements and process discussion, staff will build-out a schedule for council consideration at the March 21, 2022 regular Council meeting. Cost Estimate Fiscal Year Other Grant Opportunities Purpose Responding to Public Health Concerns Raised by the Pandemic Description COVID‐19 Mitigation efforts; medical expenses; behavioral healthcare; healthcare capacity; communication efforts Project Ideas Dispatch Consoles $ 225,000.00 FY 23 Firefighter PPE $ 50,000.00 FY 23 Ambulance CIP $ 310,000.00 FY 23 Online Permitting Software $ 50,000.00 FY 23 Cyber Security $ 39,000.00 FY 23 Regional Dispatch Support $ 150,000.00 FY 23‐25 Yes Additional Digitization and GIS efforts for improved remote access to services Purpose Responding to Negative Economic Impacts of the Pandemic Description Delivering assistance to workers and families; supporting small businesses; speeding the recovery of the tourism, travel, and hospitality sectors; rebuilding public sector capacity; Project Ideas Rehiring City Staff $ 810,680.00 FY 22‐26 Tourism and Economic Events $ 32,000.00 FY 23 Yes Affordable Housing Funding $ 1,000,000.00 FY 23‐26 Purpose Providing Services to Communities Disproportionately Impacted by COVID Description Addressing health disparities; investments in housing and neighborhoods; educational disparities; promoting health childhood environments Project Ideas Neighborhood improvement micro grants Yes Library & Senior Center Van $50,000 FY 23‐24 Child Care investments to support working residents Diversity, Equity and Inclusion Funding (i.e. staff, consultant, other investments) $150,000 Purpose Providing Premium Pay to Essential Workers Description Compensation for the heightened risks essential workers have faced due to the pandemic Project Ideas Premium Pay/Retention Bonuses for Public Safety Provide loans/grants to businesses with to offset costs associated with retaining essential workers. Purpose Improving Water, Sewer, and Broadband Infrastructure Description Water and improvements, particularly those that address the impacts of climate change. Broadband projects that improve service City of South Burlington ARPA Potential Projects Working List Last Updated: 2/18/22 Total ARPA: $5,654,533 Total Unallocated: $4,089,853.02 Cost Estimate Fiscal Year Other Grant Opportunities City of South Burlington ARPA Potential Projects Working List Last Updated: 2/18/22 Total ARPA: $5,654,533 Total Unallocated: $4,089,853.02 Project Ideas Force Main Replacement at Commerce Avenue $ 800,000.00 Yes Airport Parkway Elluent micro‐hydro turbine Yes Twin Oaks Pump Station refurbishment $ 300,000.00 Stormwater Infrastructure Project as part of the Hubbard Recreation & Natural Area project (to include funding for use of the park as an outdoor public gathering space) Stormwater Infrastructure Project as part of the Red Rocks Project (also including deferred trail maintenance in support of use as an outdoor gathering space) Wetland Restoration & Habitat Management Opportunities (Water Quality Management) Misc Stormwater Projects $ 2,000,000.00 Yes Misc Water Dept CIP needs Purpose Replacing Lost Revenues Discription To offset losses in the General Fund ‐ Any Government Purpose Project Ideas Recreation Path Repaving Recreation Center I‐89 Bridge Yes Public Art Cultural Assessment Grants/Scholarships for Public Performance Arts Public Events Arts/Crafts/Theater Misc Deferred Recreation CIP Items $ 1,400,000.00 Restore Recreation Fund 240 $ 85,000.00 Master Plan for Park Land and Open Space Inventory Smooth Tax Rate through FY 25 from FY 23 ARPA CIP funding $ 1,083,000.00 FY 24‐26 City of South Burlington General Ledger Revenue Report - GENERAL FUND Current Year Period 7 January Estimated Received % Budget Uncollected FY-21/22 MTD Account Revenue To Date Received Balance Pd 7 Jan TAX REVENUE TAX REVENUE $17,693,404.56 -$12,334,227.50 69.71% $5,359,177.06 -$78,478.43 LOCAL OPTION TAXES $3,800,000.00 -$1,652,413.96 43.48% $2,147,586.04 $0.00 Total TAX REVENUE $21,493,404.56 -$13,986,641.46 65.07% $7,506,763.10 -$78,478.43 INTEREST/PENALTY ON TAX $357,300.00 -$199,943.85 55.96% $157,356.15 -$4,916.40 Other Health Services $0.00 -$149,225.94 100.00% -$149,225.94 -$40,151.96 CITY MANAGER $517,632.00 -$299,558.10 57.87% $218,073.90 -$253,643.01 CITY CLERK $312,000.00 -$207,391.70 66.47% $104,608.30 -$26,952.50 PLANNING $353,100.00 -$272,346.17 77.13% $80,753.83 -$21,981.28 FIRE DEPARTMENT $440,700.00 -$187,836.23 42.62% $252,863.77 -$30,272.13 ELECTRICAL INSPECTION $70,000.00 -$18,680.74 26.69% $51,319.26 -$2,105.00 AMBULANCE $910,000.00 -$456,863.08 50.20% $453,136.92 -$50,836.23 POLICE DEPARTMENT $452,375.00 -$224,240.78 49.57% $228,134.22 -$25,815.84 HIGHWAY DEPARTMENT $1,550,386.00 -$547,814.45 35.33% $1,002,571.55 -$73,459.11 Total RECREATION $244,100.00 -$85,557.57 $0.35 $158,542.43 -$1,219.00 COMMUNITY LIBRARY $44,679.00 -$4,187.21 9.37% $40,491.79 -$469.52 Total GENERAL FUND $26,745,676.56 -$16,640,287.28 62.22% $10,105,389.28 -$610,300.41 City of South Burlington General Ledger Revenue Report - ENTERPRISE FUND/W.P.C. Current Year Period 7 January Estimated Received % Budget Uncollected FY-21/22 MTD Account Revenue To Date Received Balance Pd 7 Jan OPERATING TRANSFERS IN Grant-FEMA Reimbursement $0.00 -$124,669.08 100.00% -$124,669.08 -$124,669.08 W.P.C. User Fees $3,900,000.00 -$2,236,972.26 57.36% $1,663,027.74 -$298,100.83 W.P.C. Truck Charges $20,000.00 -$1,375.00 6.88% $18,625.00 $0.00 Connection Fees $200,000.00 -$365,467.13 182.73% -$165,467.13 -$12,471.52 Enviromental Impact $0.00 -$6,477.00 100.00% -$6,477.00 $0.00 Total CHARGES FOR SERVICES $4,120,000.00 -$2,734,960.47 66.38% $1,385,039.53 -$435,241.43 BOND AND LOAN PROCEEDS Colchester A/P Pkwy Pmt $742,310.00 $0.00 0.00% $742,310.00 $0.00 Total BOND AND LOAN PROCEEDS $742,310.00 $0.00 0.00% $742,310.00 $0.00 MISCELLANEOUS Miscellaneous Rev.-W.P.C $11,434.00 -$9,338.40 81.67% $2,095.60 $0.00 Total MISCELLANEOUS $11,434.00 -$9,338.40 81.67% $2,095.60 $0.00 Total ENTERPRISE FUND/W.P.C. $4,873,744.00 -$2,744,298.87 56.31% $2,129,445.13 -$435,241.43 City of South Burlington General Ledger Revenue Report - STORM WATER UTILITIES Current Year Period 7 January Estimated Received % Budget Uncollected FY-21/22 MTD Account Revenue To Date Received Balance Pd 7 Jan S/WATER UTILITIES REVENUE Intergovernmental Revenue $2,920,000.00 -$410,561.63 14.06% $2,509,438.37 -$53,251.00 S/W User Fees - Water Bil $2,528,629.00 -$1,379,894.86 45.88% $1,148,734.14 -$219,879.64 Payment from GF re: GIS $38,000.00 -$18,000.00 47.37% $20,000.00 $0.00 Pmts from other towns $60,000.00 -$19,640.41 32.73% $40,359.59 $0.00 Stormwater Miscellaneous $0.00 -$68,251.00 100.00% -$68,251.00 -$53,251.00 Hadley Sewer Proj-Sewer f $73,000.00 -$73,648.00 100.89% -$648.00 $0.00 Reserve Transfer In $400,000.00 $0.00 0.00% $400,000.00 $0.00 Total S/WATER UTILITIES REVENUE $6,019,629.00 -$1,969,995.90 32.73% $4,049,633.10 -$326,381.64 City of South Burlington General Ledger Expenditure Report - GENERAL FUND Current Year Period 7 January % Budget Unencumbered FY-21/22 MTD Account Budget Expenditures Expended Balance Pd 7 Jan GENERAL GOVERNMENT EXP. CITY COUNCIL $136,690.00 $72,873.19 53.31% $63,816.81 $8,250.01 ADMINISTRATIVE INSURANCE $5,660,585.96 $2,267,863.73 40.06% $3,392,722.23 $444,777.63 CITY MANAGER $450,292.08 $289,810.58 64.36% $160,481.50 $41,522.43 LEGAL/ACCOUNTING ACTUARY $319,463.83 $158,409.13 49.59% $161,054.70 $18,651.71 ADMINISTRATIVE SERVICES $1,130,930.19 $572,121.98 50.59% $558,808.21 $127,289.72 INFORMATION TECHNOLOGY $271,001.01 $153,416.35 56.61% $117,584.66 $36,089.84 CITY CLERK $261,237.66 $139,119.86 53.25% $122,117.80 $17,558.21 ASSESSING/TAX/FINANCE $303,082.50 $190,955.48 63.00% $112,127.02 $23,106.91 PLANNING/DESIGN REVIEW $402,954.07 $232,175.85 57.62% $170,778.22 $57,805.00 OPERATING TRANSFERS OUT $784,940.00 $629,940.00 80.25% $155,000.00 $8,200.00 Total GENERAL GOVERNMENT EXP. $9,721,177.30 $4,706,686.15 48.42% $5,014,491.15 $783,251.46 PUBLIC SAFETY FIRE DEPARTMENT $3,389,789.16 $2,079,730.39 61.35% $1,310,058.77 $312,197.98 ELECTRICAL INSPECTIONS $1,450.00 $0.00 0.00% $1,450.00 $0.00 AMBULANCE $202,900.00 $56,899.58 28.04% $146,000.42 $13,583.26 POLICE DEPARTMENT $5,273,261.62 $2,872,598.20 54.47% $2,400,663.42 $446,990.57 OPERATING TRANSFERS OUT $872,000.00 $861,709.70 98.82% $10,290.30 $1,845.34 Total PUBLIC SAFETY $9,739,400.78 $5,870,937.87 60.28% $3,868,462.91 $774,617.15 STREETS & HIGHWAYS HIGHWAY DEPARTMENT $3,221,317.45 $1,736,882.89 53.92% $1,484,434.56 $198,219.49 Total STREETS & HIGHWAYS $3,221,317.45 $1,736,882.89 53.92% $1,484,434.56 $198,219.49 CULTURE AND RECREATION RECREATION ADMINISTRATION $362,721.68 $174,102.77 48.00% $188,618.91 $25,711.79 PROGRAMS $23,000.00 $4,521.41 19.66% $18,478.59 $121.56 RED ROCKS PARK $11,000.25 $9,264.85 84.22% $1,735.40 $45.09 FACILITIES $76,400.00 $12,816.41 16.78% $63,583.59 $909.96 SENIOR PROGRAMS $32,500.00 $11,292.39 34.75% $21,207.61 $3,434.28 SPECIAL ACTIVITIES $166,500.00 $56,080.37 24.85% $110,419.63 $1,495.20 PUBLIC LIBRARY $814,254.67 $391,410.07 48.07% $422,844.60 $54,175.82 CAPITAL/PARK MAINTENANCE $312,503.02 $174,104.57 55.71% $138,398.45 $20,346.72 Total CULTURE AND RECREATION $1,798,879.62 $833,592.84 46.34% $965,286.78 $106,240.42 OTHER ENTITIES OTHER OPERATING ENTITIES $763,543.49 $597,581.56 78.26% $165,961.93 $0.00 Total OTHER ENTITIES $763,543.49 $597,581.56 78.26% $165,961.93 $0.00 CURRENT PRINCIPAL BONDS $1,020,386.32 $625,021.00 61.25% $395,365.32 $0.00 CURRENT INTEREST BONDS $480,971.59 $160,496.74 33.37% $320,474.85 $0.00 Total GENERAL FUND $26,745,676.55 $14,531,199.05 54.33% $12,214,477.50 $1,862,328.52 City of South Burlington General Ledger Expenditure Report - ENTERPRISE FUND/W.P.C. Current Year Period 7 January % Budget Unencumbered FY-21/22 MTD Account Budget Expenditures Expended Balance Pd 7 Jan W/POLLUTION CONTROL EXPS. Salaries-Permanent $597,791.71 $361,724.46 60.51% $236,067.25 $45,955.64 Payment to Highway-wages $280,454.00 $6,168.17 2.20% $274,285.83 $876.88 Leave Time Turn-In $7,976.39 $0.00 0.00% $7,976.39 $0.00 Salaries-Overtime $50,000.00 $46,539.20 93.08% $3,460.80 $6,123.41 Payment to Sick Bank Fund $6,250.00 $0.00 0.00% $6,250.00 $0.00 Payroll Svc & Testing to $1,825.00 $0.00 0.00% $1,825.00 $0.00 PAFO Certification $11,400.00 $0.00 0.00% $11,400.00 $0.00 Sick Bank Payouts $10,000.00 $0.00 0.00% $10,000.00 $0.00 Fringe Benefits $0.00 $300.00 100.00% -$300.00 $0.00 FICA/Medicare $51,803.36 $32,464.21 62.67% $19,339.15 $4,152.64 Payment to Highway-FICA/M $21,454.73 $0.00 0.00% $21,454.73 $0.00 Nontaxable Fringe Ben. $4,800.00 $0.00 0.00% $4,800.00 $0.00 Vision Plan $973.59 $398.35 40.92% $575.24 $56.75 Disability Income $2,009.01 $2,364.05 117.67% -$355.04 $0.00 Long Term Disability Insu $3,831.84 $0.00 0.00% $3,831.84 $0.00 Group Health Insurance $183,863.39 $32,715.71 17.79% $151,147.68 $6,383.74 Group Life Insurance $1,643.25 $676.85 41.19% $966.40 $0.00 Group Dental Insurance $9,126.27 $3,447.29 37.77% $5,678.98 $492.47 Pension $71,337.26 $41,991.21 58.86% $29,346.05 $22,989.74 ICMA Match $22,851.77 $12,611.94 55.19% $10,239.83 $1,721.12 Pension Note Payment $39,075.00 $0.00 0.00% $39,075.00 $0.00 Office Supplies $2,000.00 $999.77 49.99% $1,000.23 $404.58 Plant Supplies $100,000.00 $68,599.51 68.60% $31,400.49 $1,954.64 Polymer $75,000.00 $73,922.25 98.56% $1,077.75 $0.00 Sewer Line Maint/Supplies $30,000.00 $107,519.89 358.40% -$77,519.89 $57,716.50 Pumping Station Supplies $25,000.00 $18,247.80 72.99% $6,752.20 $0.00 Laboratory Supplies $11,500.00 $7,300.63 63.48% $4,199.37 $4.00 Caustic Soda and Lime $110,000.00 $46,097.26 41.91% $63,902.74 $6,584.44 Alum $125,000.00 $118,992.41 95.19% $6,007.59 $18,047.86 Water-Airport-B/B-Pump $1,400.00 $984.96 70.35% $415.04 $165.24 Generator Preventive Main $8,000.00 $1,977.84 24.72% $6,022.16 $0.00 Clothing Supplies $3,750.00 $856.85 22.85% $2,893.15 $184.88 Truck Parts $7,500.00 $9,256.44 123.42% -$1,756.44 $101.14 Gas - Diesel Fuel - Oil $11,000.00 $9,605.68 87.32% $1,394.32 $1,287.63 Fuel - Airport Parkway $55,000.00 $25,283.27 45.97% $29,716.73 $6,570.54 Fuel - Bartlett Bay $6,000.00 $1,780.21 29.67% $4,219.79 $1,201.94 Telephone and Alarms $6,500.00 $4,106.89 63.18% $2,393.11 $848.21 Memberships/Dues $4,000.00 $995.00 24.88% $3,005.00 $360.00 Discharge Permits $15,000.00 $4,750.00 31.67% $10,250.00 $1,000.00 Workers Comp Insurance $37,101.47 $20,368.86 54.90% $16,732.61 $0.00 Property Insurance $60,640.99 $29,628.46 48.86% $31,012.53 $0.00 Unemployment Insurance $820.00 $0.00 0.00% $820.00 $0.00 Safety $5,000.00 $7,460.31 149.21% -$2,460.31 $2,958.29 Billing Payment to CWD $66,135.00 $33,067.50 50.00% $33,067.50 $0.00 Soil/Sludge Management $120,000.00 $79,899.91 66.58% $40,100.09 $7,341.39 Landfill Fees $2,000.00 $0.00 0.00% $2,000.00 $0.00 HVAC Maintenance $17,500.00 $27,084.72 154.77% -$9,584.72 $0.00 Auditing $6,214.00 $0.00 0.00% $6,214.00 $0.00 Engineering/Consulting $17,500.00 $24,817.01 141.81% -$7,317.01 $2,334.75 Landfill Engineering $15,000.00 $13,208.79 88.06% $1,791.21 $2,564.00 PMT TO STORMWATER-GIS $1,500.00 $0.00 0.00% $1,500.00 $0.00 Administrative Services $150,336.00 $0.00 0.00% $150,336.00 $0.00 Burlington Sewer Lines $0.00 $1,018.77 100.00% -$1,018.77 $0.00 Travel & Training $6,000.00 $3,288.38 54.81% $2,711.62 $50.00 Utilities-Pumping Station $85,000.00 $47,888.66 56.34% $37,111.34 $9,333.25 Utilities--L/Fill Station $1,500.00 $0.00 0.00% $1,500.00 $0.00 Electric-Airport Parkway $190,000.00 $109,659.42 57.72% $80,340.58 $18,789.84 Electric-Bartlett Bay $120,000.00 $73,275.69 61.06% $46,724.31 $12,396.55 Replacement-Vehicles $40,000.00 $39,345.82 98.36% $654.18 $0.00 Building Improvements $5,000.00 $3,317.13 66.34% $1,682.87 $0.00 Pumps Replacements $50,000.00 $32,081.12 64.16% $17,918.88 $0.00 Pump Repairs $40,000.00 $11,119.30 27.80% $28,880.70 $480.00 Sewer blockage Removal $50,000.00 $33,254.78 66.51% $16,745.22 $0.00 PMT to SW for Hadley Loan $73,000.00 $73,648.00 100.89% -$648.00 $0.00 Bartlett Bay Upgrades $400,000.00 $93,158.03 23.29% $306,841.97 $34,482.45 Loan for Hadley Sewer $173,235.58 $111,786.68 64.53% $61,448.90 $0.00 Loan for Airport Parkway $965,647.23 $0.00 0.00% $965,647.23 $0.00 Capital Improvements-CIP $260,000.00 $137,389.01 52.84% $122,610.99 $0.00 Total W/POLLUTION CONTROL EXPS. $4,934,246.84 $2,048,444.45 41.51%$2,885,802.39 $275,914.51 City of South Burlington General Ledger Expenditure Report - STORM WATER UTILITIES Current Year Period 7 January % Budget Unencumbered FY-21/22 MTD Account Budget Expenditures Expended Balance Pd 7 Jan S/WATER UTILITIES EXPS Salaries-Permanent $535,755.79 $283,042.82 52.83% $252,712.97 $31,104.06 Payment to Highway-Wages $78,215.00 $0.00 0.00% $78,215.00 $0.00 Salaries-Overtime $23,000.00 $11,909.33 51.78% $11,090.67 $1,653.17 Payment to Sick Bank Fund $6,250.00 $0.00 0.00% $6,250.00 $0.00 Payroll Svc & Testing to $1,825.00 $0.00 0.00% $1,825.00 $0.00 Fringe Benefits $0.00 $300.00 100.00% -$300.00 $0.00 FICA/Medicare $42,744.82 $23,602.11 55.22% $19,142.71 $2,746.85 Nontaxable Fringe Benefit $4,200.00 $0.00 0.00% $4,200.00 $0.00 Vision Plan $711.61 $218.61 30.72% $493.00 $31.23 Disability Income Insuran $5,566.44 $2,281.45 40.99% $3,284.99 $0.00 Group Health Insurance $144,151.53 $28,886.09 20.04% $115,265.44 $2,891.11 Health Insurance FICA $1,119.96 $0.00 0.00% $1,119.96 $0.00 Group Life Insurance $1,417.89 $692.50 48.84% $725.39 $0.00 Group Dental Insurance $6,630.42 $2,108.62 31.80% $4,521.80 $314.14 Pension $77,649.74 $0.00 0.00% $77,649.74 $0.00 ICMA Match $26,603.23 $12,422.74 46.70% $14,180.49 $1,560.59 Pension Note Payment $26,910.00 $0.00 0.00% $26,910.00 $0.00 Office Supplies $1,000.00 $866.43 86.64% $133.57 $0.00 Small Equipment/Tools $2,500.00 $1,539.27 61.57% $960.73 $27.35 Uniforms/Supplies $6,000.00 $2,405.95 40.10% $3,594.05 $535.24 Gasoline $2,500.00 $866.74 34.67% $1,633.26 $183.50 Oil $300.00 $86.66 28.89% $213.34 $0.00 Diesel Fuel $4,000.00 $2,755.54 68.89% $1,244.46 $429.92 Permit Requirement-Educat $8,500.00 $6,000.00 70.59% $2,500.00 $0.00 Telephone $2,000.00 $1,004.54 50.23% $995.46 $153.53 Postage $50.00 $42.73 85.46% $7.27 $0.00 Membership/Dues $300.00 $168.00 56.00% $132.00 $90.00 Discharge Permits Renewal $18,000.00 $15,454.40 85.86% $2,545.60 $0.00 Workers Comp Insurance $23,921.76 $13,133.14 54.90% $10,788.62 $0.00 Property Insurance $14,023.76 $6,851.88 48.86% $7,171.88 $0.00 Unemployment Insurance $820.00 $0.00 0.00% $820.00 $0.00 GIS-Fees/Software $50,000.00 $16,543.19 33.09% $33,456.81 $7,690.24 Sediment & Depris Disposa $500.00 $0.00 0.00% $500.00 $0.00 Water Quality Monitoring $30,000.00 $693.30 2.31% $29,306.70 $0.00 Building/Grounds Maint $250.00 $0.00 0.00% $250.00 $0.00 Vehicle Maintenance $5,500.00 $8,952.46 162.77% -$3,452.46 $258.97 Storm System Maint Materi $55,000.00 $13,258.59 24.11% $41,741.41 $0.00 Printing $100.00 $30.00 30.00% $70.00 $0.00 Legal Services $5,000.00 $4,604.75 92.10% $395.25 $80.00 To GF-Audit and Actuary $3,555.00 $0.00 0.00% $3,555.00 $0.00 Engineering-Watershed $60,000.00 $3,253.75 5.42% $56,746.25 $0.00 Billing Payment CWD $66,135.00 $33,067.50 50.00% $33,067.50 $0.00 Office Equipment Maintena $2,000.00 $1,157.13 57.86% $842.87 $235.70 Equipment Rental $500.00 $0.00 0.00% $500.00 $0.00 Administrative Services $134,392.00 $0.00 0.00% $134,392.00 $0.00 Conference/Training Expen $4,000.00 $924.38 23.11% $3,075.62 $60.00 S/W Bldg Utilities $3,000.00 $1,362.77 45.43% $1,637.23 $382.48 Stormwater Pumps Electric $300.00 $43.03 14.34% $256.97 $23.14 Vehicles/Equipment $200,000.00 $39,222.25 19.61% $160,777.75 $0.00 Stormwater Capital Projec $4,303,957.00 $2,842,146.38 66.04% $1,461,810.62 $388,351.26 Office Furniture/Equipmen $2,500.00 $470.70 18.83% $2,029.30 $0.00 Flow Restoration Plan Ana $7,500.00 $0.00 0.00% $7,500.00 $0.00 FICA Payment to Highway $18,773.00 $0.00 0.00% $18,773.00 $0.00 Total STORM WATER UTILITIES $6,019,628.95 $3,382,369.73 56.19% $2,637,259.22 $438,802.48 RESOLUTION CONVENING A CHARTER COMMITTEE TO CONSIDER UPDATES TO THE CITY’S MUNICIPAL CHARTER February 22, 2022 WHEREAS, the City of South Burlington’s (City) municipal charter (24A V.S.A. ch. 13§§ 101 – 2101) was last updated in 2012; and WHEREAS, on November 15, 2021 the City Council identified “consider charter changes related to governance” as a priority in their adopted FY22 Policy Priorities and Strategies; and WHEREAS, the City Council from time to time convenes a Charter Committee to consider and review charter changes and solicit input from the community; and WHEREAS, the City Council acknowledges that South Burlington is a welcoming community, home to a diverse population, including residents of all ages, ethnicity, nationalities, and backgrounds; and WHEREAS, the City Council wishes to explore governance structures to ensure that voices are equitably represented at policy making tables; and WHEREAS, the City Council wishes to update the charter to reflect currently used language, reflects current operations, and is modernized; and WHEREAS, the Charter Committee is currently composed of four resident members and the City Clerk for five total members and is supported by the City Manager and City Attorney; and WHEREAS, the Council wishes to ensure that School Board governance is well represented in these discussions; and WHEREAS, the City Council wishes to receive recommendations from an established Charter Committee in 2023. NOW, THEREFORE, BE IT RESOLVED that the South Burlington City Council hereby expands the existing Charter Committee to include two representatives appointed by the School Board. BE IT FURTHER RESOLVED that the Charter Committee consider governance models, language updates, engage in a community feedback process, and prepare recommendations for the City Council no later than July 2023. BE IT FURTHER RESOLVED that the City Council charges the Charter Committee with conducting a comprehensive public process to solicit feedback from South Burlington residents on governance models. 2022 - Signed this _____ day of February, 2022. ______________________________________ Helen Riehle, Chair ______________________________________ Meaghan Emery, Vice-Chair ______________________________________ Tim Barritt, Clerk ______________________________________ Thomas Chittenden, City Councilor ______________________________________ Matt Cota, City Councilor