BTC Mall Redevelopment- Public-Private Development Agreements

A Path Forward

The prospective re-development of the Burlington Town Center Mall -- referred to as the BTV Mall-- property represents an historic opportunity to grow a healthier, more walkable and prosperous downtown environment aligned with the vision of planBTV: Downtown and Waterfront.  The inherent complexity of a project of this magnitude will require a long-term partnership between the City and the developer – a partnership that is based on mutual trust and results in a development agreement which contains well-defined obligations on the part of both parties. As this process has progressed, the City and the developer have worked through several key issues, which include: a) level of public investment required to leverage private investment; b) scope and design of public amenities; c) development coordination and phasing, and d) necessary regulatory framework and approvals required to bring the project to fruition. Given the significance of the project to the community, and the necessity of obtaining affirmative support of the voters prior to the commitment of any public funding if necessary, the City has advanced a transparent and collaborative approach, as outlined below, to culminate in a development agreement that will give the public, the City and the owner a more predictable path forward for the BTV Mall project.

An Overview of the BTV Mall Redevelopment

The BTV Mall Redevelopment represents a very large, complex and costly mixed-use development in the heart of Burlington’s downtown that will require close collaboration and partnership between the owner and the City in order to come to fruition. When it was unveild earlier this year, the BTV Mall Redevelopment concept included the following features:

  • new downtown housing
  • new retail, hospitality and entertainment
  • new office space
  • new hotel and conference facilities
  • new underground parking with additional spaces
  • new publically-accessible roof-top green space running east – west between Church and Pine
  • re-established north-south connections via new arcades/gallerias/bikepath along Pine and St. Paul creating new vibrant civic spaces and 24/7 access for pedestrians and cyclists
  • activation of Cherry and Bank streets for pedestrians with street-level retail and hospitality activities, as well as the new street front arcade retail along of Pine and St. Paul.
  • associated major streetscape re-design and improvements
  • expanded / rebuilt BTC facade on Church St with direct pedestrian arcade to Pine Street
  • Low Impact Design (LID) stormwater management within a new rooftop civic space and along Cherry St

Following public feedback, DAPAC and Technical Team review, and the BTV Mall owner's further studies, the concept for the BTV Mall Redevelopment has been refined and will be presented to the public on January 5, 2016.  

A redevelopment project like what is described above would mean a significant private investment in our downtown--likely the largest single private investment Burlington has ever seen. Such an investment would present a significant step forward in the implementation of the planBTV: Downtown and Waterfront Master Plan and the realization of the community’s vision for the future of its downtown. Additionally, the completion of a project of this scale, with such a mix of uses, would mean tens of millions of dollars of new local and state revenue in the form of property, sales, rooms and meals, and alcohol taxes--to say nothing about the hundreds of new jobs that would be created.

However, in order for this project to reach its full potential, it may require the City's commitment as a partner, through a public-private development agreement. This agreement may outline significant public investment by the City, most likely achieved through the use of Tax Increment Financing (TIF), for elements such as streetscape, parking, or stormwater improvements and potentially for re-claiming the public right-of-way of Pine and/or St. Paul Streets between Cherry and Bank Streets. The commitment of any TIF investments will require voter and state authorizations. Furthermore, this agreement may outline regulatory changes. In order to achieve the economy of scale necessary to build on top of the existing retail floor-plates, incorporate parking facilities, re-establish and activate connections between Cherry and Bank streets, and create new publically-accessible spaces, zoning changes by the City may be necessary to allow for additional building height, encroachment into view corridor setbacks, and other potential modifications. This agreement can aid the City in its assurance that redevelopment along a public frontage effectively activates the public street with street-level retail and hospitality activities which will engage pedestrians.

Background on Development Agreements

By nature of their size and complexity, large-scale development projects often unfold in multiple phases over a period of years. Due to their scale and duration, these projects typically:

  • involve a substantial investment of private capital by developers who are understandably wary of taking such large risk without some reasonable assurance that they have a willing public partner able to help support the development with municipal infrastructure and services. This also means that property owners need to know that they have a predictable regulatory process that will provide them with a clear and predictable path towards approval.
  • present a variety of opportunities and challenges that are difficult, if not impossible, to anticipate and accommodate within traditional zoning regulations and processes. Threfore, such developments often require communities to utilize alternative types of development review, while still managing impacts on the community.
  • require careful integration between public capital facilities planning, financing, and construction schedules and the phasing of the private development. To better structure and manage development approvals for such large-scale developments and ensure their proper integration into local capital facilities programs, local governments need the flexibility in negotiating what, how and when public infrastructure and services are provided, and how they are paid for. In agreeing to support private development with public infrastructure and investment, the public shares in the significant risk presented by such large and complex projects and therefore needs the assurance of a capable and responsible partner and predictable development process.

As a result, large-scale developments and their host communities often enter into a development agreement that clearly defines the obligations and responsibilities of both parties in order to bring the project to completion.

Development Agreements in Burlington

The utilization of development agreements by the City of Burlington isn’t a new idea. Memorandums of Understanding with UVM, Champlain College, and the UVMMC (formerly FAHC) regarding future development and municipal services are examples. Development agreements also facilitated the redevelopment of the former Police Station into City Market; the former Urban Renewal sites into Macy’s, Lakeside Parking Garage, Westlake Apts, Hotel Vermont, and the Marriott Courtyard; and the proposed development of the selected Waterfront Public Investment Action Plan (PIAP) projects. In some cases, support for specific zoning changes and overlays that are specific to a single large property, or multiple properties under common ownership have been included in these agreements. Examples include Core Campus Overlays for UVM, Champlain College and UVMMC, and the Centennial Woods Overlay (owned by UVM).

Components of the BTC Mall Development Agreement Process

In early 2014, the City launched a public process to create, review and approve a development agreement between the City and the BTV Mall owner. Unlike earlier examples of development agreements, this process was designed to be transparent and open to the public to ensure that both decision-makers and the public are able to fully understand the relevant issues, opportunities, solutions and compromises.

This process has been led by a team of City staff (led jointly by CEDO Director Peter Owens and Planning Director David E. White) supported by a Technical Team of development consultants in areas of professional expertise including urban design, economics, real estate development traffic and parking, stormwater, legal, financial, etc. The Technical Team has professional and contractual responsibility to the City alone to offer objective review and analysis throughout the development agreement process. The Technical team is also supporting the City Team in public outreach and engagement activities. The BTV mall owner provided a total of $150,000, paid in two equal installments, to the City to hire members of the Technical Team and support the public engagement process. Subject to the City’s Procurement Policy, the City Council and/or Board of Finance will have to approve any budget amendments and contracts necessary to hire members of the Technical team.

The City Team has been working in conjunction with the Development Agreement Public Advisory Committee (DAPAC), whose role is to bring additional perspectives to the process as members of the legislative bodies that ultimately will need to approve and implement the agreement and/or elements of it.  All meetings of the City’s DAPAC and the BTV Mall team have been warned and are open public meetings; these meetings generally include the presentation of information to the public and the solicitation of feedback and input.

The process was designed to be completed in two phases, as described below. The first phase included a community engagement and design process where the broad outlines and objectives for the redevelopment of the mall, which were adopted as part of planBTV: Downtown and Waterfront Master Plan, were refined into more detailed community goals and objectives for its redevelopment . These community goals have been blended with the property owner's vision and current market conditions to result in a conceptual master plan for the site. The second phase of the process will establish, through negotiation, the clear responsibilities and commitments on the part of both parties that will be necessary to bring the conceptual plan to fruition and result in a fiscally and strategically viable development project.

Once a framework for a development agreement has been outlined and the public has provided its feedback, the key components of the final decision-making process will include:

  • the City Team will make final recommendations to the Mayor on the contents of the Development Agreement.
  • the Mayor will present a proposed Development Agreement to the Planning Commission and City Council that includes all terms of development, including committed public investment and required regulatory revisions.
  • the Planning Commission will be invited to provide their formal recommendation to the City Council.
  • the City Council will consider the Mayor’s proposed Development Agreement, and the Planning Commission recommendation, and take final action to approve the Development Agreement.
  • the City Council will take action to initiate any local financial commitments included in the approved Development Agreement via the relevant city or state-mandated approval processes (e.g. placing a TIF ballot item before the voters)
  • the Planning Commission and City Council will take action to initiate any local regulatory changes included in the approved Development Agreement via the state-mandated review and adoption process for zoning amendments


Anticipated Timeline to Review and Adopt the Development Agreement
INITIAL STEPS (Nov thru Dec 2014)

Step 1: Discuss with Developer; reach out to Councilors and Commissioners (continuing)

Step 2: City Council authorized the initiation of a Development Agreement Process with the owner of the Burlington Town Center Mall (referred to as the BTV Mall). 

Step 3: Identify and hire technical team consultants. BTV Mall provides first installment of funding; City hires its technical team to develop/review/vet development proposals, assesses economic and other impacts, and assist in negotiation of Development Agreement (December 2014)


The City convened the Development Agreement Public Advisory Committee (DAPAC).

Step 4: Refine the Development Concept (January – May 2015)

This step in the process included a Kickoff Public Meeting Development and Design WorkshopPublic Review of Workshop Resultsand a presentation of Public, City and Technical Team Comments.


Step 5: Negotiate a Predevelopment Agreement (May 2015 thru May 2016)

City & Technical Team entered into direct negotiations with the BTV Mall owner, structured around specific components of the proposed development. This included a Presentation of Revised Plans & Framework for a Proposed Development Agreement. Following this presentation, City Council held several public and executive meetings to draft a Predevelopment Agreement.

On April 20th, Mayor Miro Weinberger announced and released the draft predevelopment agreement between the City of Burlington and the mall property owner, Don Sinex’s BTC Mall Associates LLC, for the redevelopment of the Burlington Town Center mall. The proposed redevelopment will create and preserve hundreds of downtown jobs, help address the City’s housing challenge by creating at least 270 new homes, of which at least 54 units (20%) will be permanently affordable, and restore St. Paul and Pine Streets, which are currently blocked by the mall. The restored north-south streets will reconnect the downtown district with Burlington’s Old North End neighborhood, achieving a long-held City goal and healing some of the disruption caused by Urban Renewal. The agreement also commits the property owner to pay construction workers livable wages and to take steps to create construction and permanent job opportunities for local workers. The City will build up to $21.89 million of public infrastructure improvements using future property tax revenue generated by the estimated $200 million of new private investment in the project through tax increment financing (TIF). These new public infrastructure improvements on St. Paul and Pine Streets include the creation of streets, sidewalks, subsurface utilities, and street lighting and will make the project more successful and responsive to the City’s needs.  

A REVISED Draft Predevelopment Agreement was approved by City Council on May 2, 2016, which available online, here.

Step 6: Final Development Agreement (May-Nov 2016)

Planning Commission to review proposed Zoning Amendment and make a recommendation to City Council. City Council to consider and take action on the proposed Amendment.

Following the approval of the proposed Zoning Amendment, the City & Technical Team will recommend a Final Development Agreement to the Mayor. 

Mayor proposes Development Agreement to City Council; City Council takes action on the proposed Development Agreement.

For more details about the steps in the public process, including summaries of the meetings referenced herein, please visit this page regarding the Public Process.