Irr"Orpo Escrow Agreement
CITYPLACE ESCROW AGREEMENT This CityPlace Escrow Agreement (the "Escrow Agreement") is entered into as of February 28 2O2l (the"Effective Date") by and between the City of Burlington, a Vermont municipal corporation (the "eiry"), BTC Mall Associates LLC, a Delaware limited liability company ("EfC"), and Dunkiel Saunders Elliot Raubvogel & Hand PLLC (the "Escro$eenq'). Recitals A. BTC owns certain real property depicted as Parcels 1,2, and 3 on a plan entitled "Lot Line Adjustnent for BTC Mall Associates LLC, 101 Cherry Street, Burlington, Vermont" prepared by LATITUDES Land Surveying dated January 9,2017,last revised Jarnary 24, 20i7, consisting of I sheet, recorded in Map Slide 5338 of the City of Burlington Land Records (the "Plgq"), numbered 49 Church Street, 3ur'lington, Vermont, Parcel No. 044-4- 004-000 and75 Cherry Street, Burlington, Vermont, Parcel No. 044-4-033-000 (together, the "B-IC Prope4v"). B. BTC and the City entered into that certain Development Agreement dated as of October 26, 2017, as amended by Letter Agreement dated August27,2018 and fully executed on September 7,2018 (as amended, the "Orieinal Developmeil ) with respect to the redevelopment of the BTC Property. C BTC and the City are in dispute concerning the Original Development Agreement and wish to resolve their dispute by entering into the transaction described in this Escrow Agreement (the "Transaction"). D BTC, the City, and Escrow Agent desire to enter into this Escrow Agreement (i) through which BTC, the City, and SD heland (the "Contractor") will execute and deliver into escrow certain documents necessary to effectuate the Transaction in the forms attached as Exhibits hereto, (ii) to memorialize the terms and conditions applicable to Escrow Agent's holding, release, and recording, as applicable, of the escrowed documents, and (iii) to set forth certain other terms and conditions of the Transaction.
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