department of planning and zoning david white, aicp ... · scott gustin, aicp, principal planner...

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Department of Planning and Zoning 149 Church Street, City Hall

Burlington, VT 05401

www.burlingtonvt.gov/pz

Phone: (802) 865-7188

Fax: (802) 865-7195

David White, AICP, Director Meagan Tuttle, AICP, Comprehensive Planner

Jay Appleton, GIS Manager Scott Gustin, AICP, Principal Planner Mary O’Neil, AICP, Principal Planner

Ryan Morrison, Assistant Planner Elsie Tillotson, Department Secretary

Anita Wade, Zoning Clerk

TO: City Council Ordinance Committee

FROM: Planning Staff

DATE: July 20, 2016

RE: Documents regarding proposed ZA-16-14 Downtown Mixed Use Core Overlay

zoning amendment

Please see the enclosed documents regarding the proposed ZA-16-14 Downtown Mixed Use

Core Overlay zoning amendment. These documents provide a comprehensive summary of the

Planning Commission’s discussion and comments on the proposed amendment, as well as

background information and communications which have been provided to City Council and/or

the Planning Commission during this process.

Tab A: Planning Commission Review of Proposed DMUC Overlay Amendment

Memorandum from Planning Commission RE: ZA-14-16

Markups to the proposed DMUC Amendment to reflect PC comments & Staff technical notes

Individual Communications from Commissioners RE: DMUC

Tab B: Planning Commission Minutes from May 10 through July 12 Meetings

Tab C: Predevelopment Agreement & BTC Public Process Documents

Predevelopment Agreement (PDA) approved May 2, 2016

PDA Exhibit D: Summary of Proposed DMUC Overlay

Summary of BTV Mall Public Process & project modifications per public & DAPAC input

Tab D: Guidance Documents

Staff memo to PC RE: Mass and Height of proposed DMUC Overlay

Technical Team memo RE: Tech Team Peer Review of BTC Redevelopment Proposal

Excerpts of planBTV Downtown & Waterfront

Not in Packet: Before-and-After Photo Visualizations of BTC Project:

https://www.burlingtonvt.gov/sites/default/files/CEDO/Files/btvmall/all%20views%20combined.p

df

Tab E: Miscellaneous Communications

BBA April 25 Press Release

Memo from Don Sinex to City Council RE: Predevelopment Agreement

Memo from Don Sinex to Planning Commission RE: DMUC Overlay Comments

Not in Packet: All communications sent to the Planning Commission regarding this amendment

can be found online at the following link under the heading, “Planning Commission Agendas &

Minutes”: https://www.burlingtonvt.gov/CEDO/Project-Documents

http://www.burlingtonvt.gov/pz

https://www.burlingtonvt.gov/sites/default/files/CEDO/Files/btvmall/all%20views%20combined.pdf

https://www.burlingtonvt.gov/sites/default/files/CEDO/Files/btvmall/all%20views%20combined.pdf

https://www.burlingtonvt.gov/CEDO/Project-Documents

Burlington Planning Commission

149 Church Street


Telephone: (802) 865-7188

(802) 865-7195 (FAX)

(802) 865-7144 (TTY)


Yves Bradley, Chair

Bruce Baker, Vice-Chair

Emily Lee

Andy Montroll

Harris Roen

Jennifer Wallace-Brodeur

vacant, Youth Member

TO: JANE KNODELL, COUNCIL PRESIDENT

BURLINGTON CITY COUNCILORS

FROM: BURLINGTON PLANNING COMMISSION

DATE: Tuesday, July 19, 2016

RE: ZA-16-14 DOWNTOWN MIXED USE CORE OVERLAY

The Planning Commission has transmitted ZA-16-14 Downtown Mixed Use Core Overlay, a proposed amendment to

the Burlington Comprehensive Development Ordinance, which the Commission believes to be consistent with the

ordinance summary approved by Council in the Predevelopment Agreement. Prior to warning the public hearing, the

Commission made modifications to certain elements of the proposed amendment text for which it felt it had clear

discretion. For those elements that were clearly articulated in the summary approved as part of the PDA, or for those

elements which the Planning Commission could not reach consensus, additional comments and perspective are

included herein for the Council’s consideration. In addition, attached are a series of technical changes, for your

consideration, that the Commission discussed but were not incorporated in the proposed ordinance text transmitted

to Council. The document containing technical changes also includes staff notes, which are labeled accordingly.

The role of the Planning Commission is to weigh the general comments of the public when preparing amendments to

the City’s ordinances, and to provide instructions to staff that will allow changes to take place in the City. Despite the

Commission efforts, it does not feel it had adequate time for a dialogue around the details of the proposed DMUC

ordinance that it normally would have had. Additionally, some feel the Commission did not have adequate tools (e.g. a

model) to evaluate the proposed amendment. Rather than provide a fully refined draft, the Commission sent an

amendment that met the Councils’ timeline, and is hereby submitting its comments on the ordinance below.

The Planning Commission supports the redevelopment of underutilized sites within the downtown core, including the

Burlington Town Center. The area included in the proposed Downtown Mixed Use Core Overlay (DMUC) District is

grossly underdeveloped and is an appropriate location for additional height and greater density within the City. The

Commission believes that the current zoning for these sites is inadequate to facilitate their redevelopment in a way

that significantly advances the vision of planBTV: Downtown and Waterfront, ensures a high level of design enhancing

the pedestrian experience, and meets the City’s aspirations for sustainable buildings.

Consistency with the Predevelopment Agreement- Exhibit D

Through the approval of the Predevelopment Agreement (PDA) for the redevelopment of the Burlington Town Center

Mall, the Planning Commission was asked to consider the proposed Downtown Mixed Use Core Overlay (DMUC)

zoning amendment. The PDA articulates the City’s and BTC Mall Owner’s acknowledgements and agreements

regarding Municipal Zoning in Section 3 of the approved document. Additionally, a summary of the key elements of a

proposed zoning amendment, entitled “Exhibit D: Burlington Comprehensive Development Ordinance, PROPOSED

Downtown Mixed Use Core Overlay,” was approved as part of the PDA. Per this summary, the Planning Commission

was tasked with providing a proposed amendment to the City Council which includes the following elements, all of

which have been incorporated in the proposed ZA-16-14 Downtown Mixed Use Core Overlay previously transmitted:


p. 2

Creation of a new Overlay District, known as the Downtown Mixed Use Core Overlay District (DMUC District);

Boundaries for this DMUC District;

By-right height and mass limits of: 3 stories minimum; 14 stories, not to exceed 160 ft. maximum (5% allowed

variation in height to account for grade changes); and maximum 9.5 Floor Area Ratio (FAR);

Projects within the DMUC District which include frontage on Church Street may include structures not to

exceed 4 stories or 45 ft in height, and may be built to the maximum height permitted within the zoning

district so long as there is a 10 ft upper-story setback for every 10 ft in height above 45 ft.;

Exemption from existing upper story setback requirements; instead, new prescriptive design standards to

ensure good urban design, façade articulation, and street activation;

Requirement to participate in emerging downtown parking initiatives being developed under the newly

adopted Downtown Transportation and Parking Plan;

Requirement to develop a Master Sign Plan to be approved by the DRB;

and, amendments to the City’s Official Map to include 60 ft wide extensions of St. Paul and Pine Street

between Cherry and Bank Streets as public streets to accommodate pedestrians, bicycles and vehicles in

accordance with the depiction of these streets in Exhibit B of the approved PDA.

Conformity with Municipal Development Plan and planBTV: Downtown & Waterfront

As stated in the statutory report accompanying the proposed amendment, submitted in accordance with the

provisions of 24 V.S.A. §4441(c), the Planning Commission has found the proposed amendment to conform with the

goals and policies contained within the City’s Municipal Development Plan regarding the availability of safe and

affordable housing, future land uses and densities, and proposed community facilities. In particular, the proposed

DMUC Overlay advances the following Municipal Development Plan policies:

Encourage a healthier regional balance of affordable housing in each community, proximate to jobs and

affording mobility and choice to low income residents.

Support the development of additional housing opportunities within the city, with concentrations of higher-

density housing within neighborhood activity centers, the downtown and institutional core campuses.

Encourage mixed-use development patterns, at a variety of urban densities, which limit the demand for

parking and unnecessary automobile trips, and support public transportation.

Strengthen the City Center District (CCD) with higher density, mixed-use development as part of the regional

core while ensuring that it serves the needs of city residents, particularly those in adjacent neighborhoods.

Target new and higher density development in the Downtown, Downtown Waterfront, Enterprise District,

Institutional Core and the Neighborhood Activity Centers.

Furthermore, the Planning Commission found the proposed DMUC Overlay to further many of the goals identified in

planBTV: Downtown & Waterfront. Specifically, this amendment:

targets an area of the downtown core, including the site of the BTC Mall which was identified as an

opportunity for intensive, mixed use redevelopment;

encourages infill, redevelopment, and adaptive reuse to provide additional housing;

incorporates urban design standards to ensure projects within the DMUC district adhere to planBTV’s core

principles of walkability, connectivity, scale, density, diversity and mixed-use; and,

amends the Official Map to include rights of way for future public streets, a community facility that the City

has long aspired to reintroduce.

p. 3

Planning Commission Comments

The Commission offers the following additional comments to the City Council to consider in its deliberations. These

comments refer to elements that were clearly articulated in the summary approved as part of the PDA for which the

Commission would like to offer alternatives, or for those elements which the Planning Commission could not reach

consensus. In addition, attached are a series of technical changes for your consideration that the Commission

discussed but were not incorporated in the proposed ordinance text transmitted to Council. The document containing

technical changes also includes staff notes, which are labeled accordingly. The Commission recognizes that some of

these issues and suggestions may be challenging and will require further analysis and definition.

Boundaries

The Commission supports this area of the downtown core as one that is appropriate for redevelopment that

incorporates greater height and density. However, the Commission has not reached a consensus opinion regarding

the boundaries in this proposed amendment. Some Commissioners feel that the boundaries are appropriate, while

others offer opinions to amend these boundaries as follows:

People’s Bank Site (not currently included in the boundary): Including this site could better reflect future

potential for redevelopment within this area. Excluding this site is more consistent with the Form Based Code

Committees recommendation, and provides for a better transition in potential future building height,

particularly when considering the terminal view looking west along Bank Street.

College Street Garage (currently included in the boundary): Including this site is appropriate as a site for

redevelopment, and its location within the center of a block allows for height to be further stepped back from

the pedestrian view. Excluding this site is more consistent with the Form Based Code Committee’s

recommendation and reduces impact on neighboring properties’ view sheds.

Official Map

The Commission as a whole enthusiastically supports the amendment to the Official Map to include new street rights-

of-way (ROW) at St. Paul and Pine Streets. The Commission recommends, however, that the location of these ROW on

the Official Map be modified to align as closely as possible with existing intersections in order to facilitate connectivity

of the street grid, and allow ample width for both active and passive public space.

Height and Massing

Without additional tools available to study potential scenarios for the redevelopment of the DMUC District according

to the proposed height and massing in the amendment, the Commission has not been able to reach a clear consensus

on these issues. Accordingly, individual Commissioners offer the following opinions:

The proposed maximum height of 14 stories, not to exceed 160 ft, may be appropriate when considered in

conjunction with the limits on massing of upper stories and the urban design requirements.

o In particular, the proposed amendment reduces the maximum FAR of floors as a building gets taller,

which helps preserve light and air both to the building and to the streets, and encourages a

building’s mass to be more vertically oriented where it is less visible from a pedestrian’s view at the

street level.

The maximum height of the proposed DMUC District may be able to be lowered, without significantly

impacting the proposed maximum FAR, by reconsidering the tiers for allowable FAR per floor. While the

method of reducing the allowable FAR of floors as a building gets taller is appropriate, it could be less

dramatic.

o This could be adapted to permit larger floor plates in each of the tiers of height than currently

proposed. However, these changes must be carefully considered in conjunction with stepback

p. 4

requirements that minimize impacts of shadows and visibility from a pedestrian’s perspective,

providing floorplates supportive of upper story residential, and reducing the bulk of the

redevelopment overall.

The absolute maximum height of the DMUC District should be 160 ft, inclusive of any variation for grade

changes on sites and mechanical equipment.

o This could include a maximum occupied building height of 146 feet, with the additional 14 feet

permitted for these variations.

Retain the current maximum height of 65 ft with options for additional height, with bonuses, up to 105 ft.

Additionally, the Commission does not believe that it is necessary at this time to include the proposed changes to the

height and stepback requirements for Church Street within this ordinance. Because these changes are outside of the

proposed DMUC district, they should be considered as part of the eventual review of the draft Form-Based Code.

Community Benefits

The Commission understands that the City’s current bonus system was not often utilized and, therefore, has not been

effective at encouraging development which provided the additional public benefits sought. In general, the

Commission supports the rationale for moving away from discretionary requirements, toward an ordinance that is

explicit about the provisions/restrictions associated with each zoning district.

The Commission supports a DMUC Overlay which is more inclusive of the goals associated with the existing bonuses,

particularly by encouraging additional density within well-designed, mixed-use projects which provide housing and

jobs, and decreases single-occupancy vehicle (SOV) dependency in the downtown core. However, it also recognizes

that all projects are not one-size-fits-all. Therefore, the Commission offers the following ideas for the Council to

consider regarding how to assure certain community benefits are provided in exchange for creating a new district that

enables greater building height and better facilitates redevelopment overall:

Provision of public ROW at St. Paul & Pine Streets is required for substantial redevelopment:

o The amendment to the Official Map provides the City with the right to acquire ROW to establish new

street connections. The Commission feels that it is critically important to retain the ability for street

connections to be established at St. Paul and Pine Streets in the event that the current proposed

redevelopment project is not successful. The Commission recommends that there be a provision in

the ordinance requiring that no buildings or structures be built within areas identified as future public

ROW in order for a project to be built, even in the event that the City does not have the means to

acquire ROW through the Official Map process.

Location of Parking Structures

o The Commission as a whole strongly encourages parking structures to be located below ground or

behind a liner-building. However, in cases where this is infeasible, and parking is proposed to be

located in an above-ground structure, some Commissioners recommend that there be a requirement

that a developer must demonstrate that all alternatives have been considered and that no other viable

alternatives exist in order for a project to be built.

Housing Diversity

o The Commission as a whole feels that achieving the planBTV goals for diversifying housing types and

expanding availability of affordable and senior housing downtown are essential. However, some

Commissioners suggested that permitting substantial redevelopment by right, without requiring

additional inclusionary housing and senior housing, run counter to these planBTV goals. Other

Commissioners agree that a 20% inclusionary requirement is sufficient.

p. 5

Urban Design Standards

The Commission as a whole feels that the standards for urban design are the most important element to ensure

projects within the proposed DMUC area meet the community’s vision as articulated through planBTV. The urban

design standards prioritize the pedestrian experience and ensure that projects engage with and generate street life

and pedestrian activity. The Commission supports these standards as they are largely based on the draft Form Based

Code, which has been carefully developed through the work of the Joint Form-Based Code Committee over the past

18 months.

In particular, the permitted locations and design treatments for structured parking is seen by the Commission to be of

the utmost importance. The Commission as a whole strongly prefers that all parking for projects within the DMUC

area be provided below-ground or behind a liner building as contemplated in planBTV. Some Commissioners feel that

stronger language is needed to require underground or wrapped parking for all developments in the DMUC, while

others feel that there are cases in which this may not be practical or feasible. In cases where parking underground or

behind a liner building is not feasible, the Commission as a whole feels that the urban design standards are key to

assuring that there is no discernable difference between the façade treatment on floors containing parking and other

uses in the building. Additionally, the Commission feels strongly that surface parking should not be permitted within

the DMUC Overlay.

Green Buildings

The Commission has indicated that there must be a high, measurable standard and a mechanism to ensure

compliance, to meet the goals of planBTV and community expectations. As such, the Commission has suggested re-

introducing the requirements of the “Green Building Bonus” that was adopted as part of the 2008 Zoning Rewrite, but

has since expired. A version of this, recommended as a requirement rather than a bonus, has been included in the

technical changes attached. The Commission suggests that the Council consider the amount of the bond to ensure

that it remains reasonable.

Post-Secondary & Community Colleges

The Commission is uncomfortable with the possibility that this district could become a post-secondary

school/campus, and recommends that the CDO’s Use Table not be modified as proposed and, rather, the use remain

permitted subject to Conditional Use Review.

Conclusion

In conclusion, the Planning Commission strongly supports the redevelopment of underutilized sites within the

downtown core, including the Burlington Town Center. The adoption of an amendment creating a Downtown Mixed

Use Core Overlay District offers an important tool to facilitate this redevelopment in a way that implements many of

the central objectives of the planBTV: Downtown and Waterfront Master Plan—in particular, an active streetscape that

will further the economic vitality of our downtown.

Thank you for the opportunity to offer our perspectives and comments on this important undertaking, and please feel

free to call on us should you have any questions.

PC DRAFT - 6/29/2016

Burlington Comprehensive Development Ordinance PROPOSED: ZA-16-14 – Downtown Mixed Use Core Overlay

As revised to reflect specific Planning Commission comments & concerns (and staff notes)– July 19, 2016. Highlighted and changed text illustrate comparisons to June 15, 2016 Public Hearing draft as

previously transmitted to City Council. Purpose: This amendment is to facilitate the redevelopment of a portion of the former Urban Renewal District with higher density mixed use development in the core of the downtown, and in so doing substantially and significantly help the City to implement many of the central goals and objectives found in the planBTV: Downtown and Waterfront Master Plan unanimously adopted in June 2013 to guide the future development and economic vitality of the downtown and waterfront area. It creates an overlay district to encompass a 1-2 block area in the core of the downtown area to enable taller Building Height without the necessity of a “bonus” from the DRB. It also establishes a number of building form requirements to ensure street-level activation and façade variation.

Article 4: Zoning Maps and Districts, Part 2: Official Map

Sec. 4.2.1 Authority and Purpose

A map entitled “The Official Map of the City of Burlington” and as depicted on Map 2.2.1-1 below is hereby established pursuant to 24 VSA 4421 that identifies future municipal utility and facility improvements, such as road or recreational path rights-of-way, parkland, utility rights-of-way, and other public improvements. The intent is to provide the opportunity for the city to acquire land identified for public improvements prior to development for other use, and to identify the locations of required public facilities for new subdivisions and other development under review by the city.

Map 4.2.1-1 Official Map of the City of Burlington (unchanged)

Sec. 4.2.2 Downtown and Waterfront Core Official Map Established

A map entitled “The Official Map of the Downtown and Waterfront Core” and as depicted on Map 2.2.2-1 below is established as part of the Official Map established above. The proposed streets, public ways, public parks and other public lands and visual corridors contained therein are more particularly described as follows:

(a) A pedestrian easement thirty (30) feet in width along the center line of Main Street extended to Lake Champlain west of the Union Station building;

(b) A waterfront pedestrian easement fifty (50) feet in width abutting the ordinary high water mark of Lake Chaplain from Maple Street extended to College Street;

(c) A waterfront pedestrian easement one hundred (100) feet in width abutting the ordinary high water mark of Lake Champlain from College Street extended to the north property

PROPOSED: ZA-16-14 – Downtown Mixed Use Core Overlay p. 2

DRAFT - 7/1/2016

line of the city-owned lands designated as “urban reserve” and formerly owned by the Central Vermont Railway;

(d) Visual corridors and/or pedestrian ways sixty (60) feet in width along the center lines of Bank, Cherry, Pearl and Sherman streets extended west to Lake Champlain and visual corridors above the fourth floor along Main Street and College Street;

(e) The following existing streets remain: Maple and King Streets and as extended to Lake chaplain; Main street; College Street and as extended to Lake Champlain; Lake Street from Main Street to College Street; Depot Street; and Battery Street;

(f) An easement for pedestrians and bicycles twenty (20) feet in width, located adjacent to and west of the old Rutland railway right-of-way and owned by the State of Vermont running between the King Street Dock and College Street;

(g) Lake Street (north) modified: The portion of Lake Street is a street seventy (70) feet in width, the center line of which commences on the north line of College Street thence running northerly following the center line of existing Lake to a point intersecting the northerly property line of the Moran Generating Station extended east.

(h) The re-establishment of St Paul Street between Cherry and Bank streets as a public street with a right-of-way sixty (60) feet in width to accommodate pedestrians, bicycles and vehicles; and,

(i) The re-establishment of Pine Street between Cherry and Bank streets as a public street with a right-of-way sixty (60) feet in width to accommodate pedestrians, bicycles and vehicles.

(temporary illustration of the proposed addition)

Map 4.2.2-1 Official Map of the Downtown and Waterfront Core

Comment [DEW1]: Staff Note: This will ensure that the proposed north-south connectivity on Pine and St. Paul streets envisioned in planBTV is accomplished. The City will have 120-days to initiate proceedings to acquire any land within this area that may be proposed for new development. This is necessary for

compliance with the Pre-DA

Comment [DEW2]:

Staff Note: This is necessary for compliance

with the Pre-DA

Planning Commission Comment: PC expressed preference for these to be aligned as closely as possible with existing street grid.


DRAFT - 7/1/2016

Article 4: Zoning Maps and Districts, Part 3: Zoning Districts Established

Sec. 4.3.2 Overlay Districts Established:

Overlay districts are overlaid upon the base districts established above, and modify certain specified development requirements and standards of the underlying base district. Properties within an Overlay District may be used and developed in a manner permitted in the underlying district only if and to the extent such use or alteration is permitted as may be modified by the applicable overlay district. The following districts are established as overlay districts as further described in Part 5 below:

(a) A Design Review Overlay (DR) district;

(b) A series of five (5) Institutional Core Campus Overlay (ICC) districts, as follows:

UVM Medical Center Campus (ICC-UVMMC);

UVM Central Campus (ICC-UVM);

UVM Trinity Campus (ICC-UVMT)

UVM South of Main Street Campus (ICC-UVMS); and,

Champlain College (ICC-CC); (c) An RH Density Bonus Overlay (RHDB) district;

(d) A series of four (4) Natural Resource Protection Overlay (NR) districts, as follows:

Riparian and Littoral Conservation Zone;

Wetland Protection Zone;

Natural Areas Zone; and,

Special Flood Hazard Area;

(e) A RL Larger Lot Overlay (RLLL) district;

(f) A Mouth of the River Overlay (MOR) district;

(g) A Centennial Woods Overlay (CWO) district; and,

(h) A Downtown Mixed Use Core (DMUC) district.


DRAFT - 7/1/2016

Sec. 4.4.1 Downtown Mixed Use Districts

(d) District Specific Regulations, 4. Building Height Setbacks

A. - unchanged

B. Church Street Buildings: For the purposes protecting the historic character and scale of buildings along the Church Street Marketplace, the maximum height of any building fronting on Church Street shall be limited to 4-stories not to exceed 45-feet. Any portion of a building exceeding 45-feet shall be set-back a minimum of 10-feet for every 10-feet of additional building height above 45-feet.

Figure 4.4.1-2 Measuring Height Limits for Church Street Buildings C. - unchanged

Sec. 4.5.8 Downtown Mixed Use Core Overlay (DMUC) District

(a) Purpose:

The Downtown Mixed Use Core Overlay (DMUC) district is intended to facilitate the redevelopment of a portion of the former Urban Renewal Area in order to provide for a more walkable, connected, dense, compact, mixed use and diverse urban center. The area should support a diversity of residential, commercial, recreational, educational, civic, hospitality, and entertainment activities, and create opportunities to better connect the street grid for enhanced mobility for automobiles, pedestrians, and bicyclists in order to sustain and advance the economic vitality Burlington’s downtown urban core.

Comment [DEW3]: Staff Note: While outside of the proposed new overlay, this change is already envisioned as part of the currently proposed form-based code to provide better compatibility of building heights on Church Street. This is necessary

for compliance with the Pre-DA. Planning Commission Comment: PC does not see need to include this at this time and recommends removal.


DRAFT - 7/1/2016

This overlay allows larger scale development than is typically found in the underlying district, and development with larger and taller buildings. Development should be designed to support the diverse mixed-uses, activate and enrich the street and sidewalk for pedestrian activity, and encourage mobility throughout the district and adjacent districts for pedestrians and bicyclists with reduced reliance on automobiles.

(b) Areas Covered:

The Downtown Mixed Use Core Overlay (DMUC) district includes those portions of the Mixed Use Downtown (D) District as delineated on Map 4.5.8-1.

Map 4.5.8–1: Downtown Mixed Use Core Overlay (DBTC) district

(c) District Specific Regulations: Downtown Mixed Use Core Overlay (DMUC) district;

1. Dimensional Standards:

The maximum Building height and mass shall be as prescribed in Table 4.5.8-1 below. Building height and mass in excess of 65-feet and 5.5 FAR shall be allowed by-right and without the necessity of the DRB granting of Development Bonuses/Additional Allowances pursuant to Sec 4.4.1 (d)7.

Comment [DEW4]: Staff Note: Boundary of this area needs to consider existing and potential development in this area which has generally been supported in planBTV and by the Joint FBC Committee as the part of the downtown where greater height could be appropriate. This is necessary for

compliance with the Pre-DA. Planning Commission Comment: PC has not been able to reach a consensus regarding either: add People’s Bank or remove College St Garage.

Comment [DEW5]: Staff Note: This is

necessary for compliance with the Pre-DA.


DRAFT - 7/1/2016

The Dimensional Standards within the DMUC Overlay District shall be as follows: Table 4.5.8-1 Downtown Mixed Use Core Overlay (DMUC) District Dimensional

Standards

Building Height 3 stories min. 14 stories not to exceed 160-ft max

FAR 9.5 FAR total max per lot Floorplate: Floors 1-5 100% of lot max. Floors 6-78 7580% of lot max. Floors 8-119-12 55% of lot max. Floors 1213+ 15, 000 sf max per individual floorplate,

with individual towers separated by a minimum of 60-ft measured orthogonally.

The floorplate of any floor may not be larger than the floor below. Pervious Area

1 10% min

Setbacks: - Front 0-ft min, 10-ft max. In no event shall a

Building be closer than 12’ from the curb.

- Side/Rear 0-ft min, 12-ft max.

Occupied Build-to Zone2 100%

Ground Floor Height (floor to floor) 14-ft min Arcades

3 10-ft clear depth min

14-ft clear height min 1 Pervious Area is the area of a lot covered by surfaces or materials that allow for the movement or passage of water into soils below. Pervious areas include, but are not limited to, areas of a lot covered by soil/ mulch, vegetative matter, permeable pavers/pavement, bio-retention areas, or other materials that allow for the infiltration of at least the first inch (1”) of rainfall. For these purposes, green roofs that capture and attenuate at least the first inch (1”) of rainfall are also considered pervious area. 2 Occupied Build-to Zone is the proportion of the linear distance between the maximum and minimum front setback along a front property line that must be occupied by a Building façade. In lieu of a Building façade, a streetscreen between 3.5 and 8 feet in height or active public use or activity (such as outdoor cafes) occupying no more than the lesser of 20 feet or 20% of the Build-to Zone may be included. 3 An Arcade is where only the ground floor level of the Building facade is set back from the front property line. The Building facade for the upper floors is at or near the front property line within the Build-to Zone, and is supported by a colonnade with habitable space above.



Planning Commission Comment: PC has not been able to reach a consensus regarding maximum height.


necessary for compliance with the Pre-DA

Comment [DEW8]: Staff Note: These comes out of the proposed form based code. The gradual reduction on upper floors is done to ensure that taller buildings are tapered as they go taller and reduce the perceived bulk of new buildings from the street level. Planning Commission Comment: This has been revised per AM comments

Comment [DEW9]: Staff Note: This comes directly out of the proposed form based code. See footnote regarding Pervious Area as a preferred alternative to lot coverage limitations. This will ensure improved stormwater management over existing.

Comment [DEW10]: Planning Commission

Comments: This has been revised per EL comments

Comment [DEW11]: Staff Note: This comes directly out of the proposed form based code in order to define a building wall along the street and create enclosure within a dense urban environment

Comment [DEW12]: Staff Note: This comes directly out of the proposed form based code in order to ensure appropriately sized first floor spaces

Comment [DEW13]: Staff Note: This comes directly out of the proposed form based code to ensure a spacious opening for pedestrians and outdoor activity


DRAFT - 7/1/2016

2. Urban Design Standards:

The following urban design standards shall apply to all Buildings in the DMUC Overlay, and the DRB shall make a final determination regarding strict compliance with these standards except as provided for in E below. These standards and requirements shall take precedence without limitation over any duplicative or conflicting provisions of Article 6, and compliance with Article 6 shall be presumed where a Building is in compliance with these design standards as determined by the DRB.

A. Overall Design: Proposed Buildings shall present an architecturally significant design as follows:

i. Step backs, horizontal and vertical variation, selection of materials and other architectural design techniques are used to reinforce the street wall, create transitions from adjacent buildings of a smaller mass and height, and reduce the perceived height and mass of the upper stories from the street level;

ii. Proposed Buildings provide visual interest and human scale at the pedestrian level through the use of a variety of scales, materials, fenestration, massing or other architectural design techniques;

iii. Upper story proportions of Buildings emphasize vertically-oriented proportions to assure a rich visually interesting experience as viewed within the context of the downtown skyline, reinforce opportunities for establishing points of reference for visual orientation, and retain opportunities for a view of the sky between individual Building elements.

B. Façade Articulation: All primary and secondary street-facing Building facades shall be articulated as follows:

i. Building facades shall incorporate surface relief through the use of elements such as bay windows, cladding materials, columns, corner boards, cornices, door surrounds, moldings, piers, pilasters, sills, belt courses, sign bands, windows, balconies and/or other equivalent architectural features at least three (3) of which must either recess or project from the average plane of the facade by at least four (4) inches.

ii. Buildings with facades between seventy-five (75) feet and one hundred and fifty (150) feet in width shall include vertical changes through the horizontal plane of the façade by dividing the facade into a series of architectural and/or structural bays between six (6) feet and sixty-five (65) feet in width involving up to a minimum of 50% of the height of the façade.

iii. Buildings with facades greater than one hundred and fifty (150) feet in width must include a more substantial change in the horizontal plane of the façade where for every one hundred and fifty (150) feet in facade width, one (1) or more architectural bay as required above must either recess or project by at least four (4) feet involving the full height of the façade from the average plane of the street wall portion of the facade. Such bays shall occur no closer than fifty (50) feet from the Building’s corner.

Comment [DEW14]: Staff Note: These come directly out of the proposed form based code. The process to incorporate role of DRB in making a final determination is a hybrid of current discretionary review process with more prescriptive FBC standards. This is necessary

for compliance with the Pre-DA in concept

but not individual detail.

Comment [DEW15]: Staff Note: Pretty subjective and primary place for DRB discretionary review to focus. Ultimately following standards provide some objective measure of satisfying these

Comment [DEW16]: Staff Note: Remaining sections include detailed and prescriptive form standards.

Comment [MT17]: Planning Commission

Comment: Revised per JWB comments.


DRAFT - 7/1/2016

iv. Required Building Height Setbacks pursuant to Sec 4.4.1 (d) 4 shall not be applicable. Instead, upper stories of any primary and secondary street-facing Building facadesfacade exceeding six (6) stories in height shall be setback as follows:

a. An upper story setback at least ten (10) feet from the primary plane of the façade below shall occur within the first 60-ft of Building height at either the 3rd, 4th, or 5th story in order to provide a change in the vertical plane of the façade. Such a change shall involve the full width of the Building façade, but does not have to occur in the same story. Additional upper story setbacks may occur in order to provide additional terraces, taper and visual interest to taller Buildings.

b. For Buildings exceeding ten (10) stories in height a second upper story setback at least ten (10) feet from the primary plane of the façade below shall occur at either the 10th, 11th, or 12th story in order to provide another change in the vertical plane of the façade. Such a change shall involve the full width of the Building façade, but does not have to occur in the same story. Additional upper story setbacks may occur in order to provide additional terraces, taper and visual interest to taller Buildings.

c. Setbacks must be visually set off from the stories below by a balustrade, parapet, cornice and/or similar architectural feature, and are encouraged to be activated as an outdoor amenity space for Building occupants.

d. The upper stories beyond a setback may be visually differentiated from the stories below by a change in color, materials and/or pattern of fenestration in order to reduce the actual or perceived massing of the Building overall.

v. Where visible, the raised foundation or basement of a Building shall not exceed 4-ft as measured from the exterior finished grade to the finished floor of the Story above., and must be visually differentiated from the stories above by a horizontal expression line and change in color, material, and/or pattern of fenestration;

vi. The lower one to five stories of a Building must be visually differentiated from the stories above by a horizontal expression line, belt courses, banding, sign band, cornice and/or equivalent architectural feature, and include a change in color, material, and/or pattern of fenestration across a majority of the facade; and,

vii. The top one to five stories of a Building must be visually differentiated from the stories below by a horizontal expression line, belt courses, banding, sign band, cornice and/or equivalent architectural feature, and include a change in color, material, and/or pattern of fenestration across a majority of the façade

viii. The top of a Building must have a cornice, parapet, pitched or shaped roof form and/or other equivalent architectural feature involving a projection from the average plane of the facade by at least six (6) inches to serve as an expression of the Buildings top.


Comment: Revised per JWB comments.


Comment: Revised per JWB Comments


DRAFT - 7/1/2016

C. Street Activation: All Buildings shall activate the street as follows:

i. Buildings shall have one or more principal entrances for pedestrians at street level that are clearly identified as such along the street frontage or at a corner where a corner lot.

ii. The linear distance along the street frontage between ground floor entries shall not exceed 60-feet, and such doors must be open and operable by residential occupants at all times and non-residential occupants and customers during business hours.

iii. Building entrances shall be defined and articulated by architectural elements such as lintels, pediments, pilasters, columns, canopies, awnings, transoms, sidelights and/or other design elements appropriate to the architectural style and details of the Building as a whole. Bays including a principal entrance should be expressed vertically, and may have little or no horizontal expression required below any required upper story setback,

iv. Requirements regarding openings and the transparency of glazing in a primary and secondaryon a street-facing Building facade shall be as follows:

Ground Floor Upper Floors Rough openings for windows and doors (per floor)

70% min, 80% of which shall be concentrated between 3-10 feet above the adjacent sidewalk

20% min

- Horizontal and vertical distance between rough openings

20’ max.

Transparency: - applicable to 80% of the glazing on each floor.

- VLT - Visible Light Transmittance1 60% min 40% min - VLR - Visible Light Reflectance 15% max 15% max

1May be reduced to 50 and 30% respectively to meet the requirements of a High Performance Building Energy Code or equivalent program as determined by the DRB.

v. Street-facing, street-level windows must allow views into a ground story non-residential use for a depth of at least 3 feet for the first 4 feet above the level of the finished sidewalk in order to provide for a window display, and for a depth of at least 8 feet for the next 4 feet above the level of the finished sidewalk in order to provide a view into the interior of the space. Windows cannot be made opaque by window treatments (except operable sunscreen devices within the conditioned space). External security shutters are not permitted.




DRAFT - 7/1/2016

D. Materials:

The following requirements regarding the selection and use of Building materials is intended to improve the physical quality and durability of buildings, enhance the pedestrian experience, and protect the character of the downtown area.

i. Primary Materials: Not less than 80 percent of each street-facing facade shall be constructed of primary materials comprised of high quality, durable, and natural materials. For facades over 100 square feet, more than one primary material shall be used. Changes between primary materials must occur only at inside corners. The following are considered acceptable primary materials:

a. Brick and tile masonry;

b. Native stone;

c. Wood – panels, clapboard or shingles;

d. Glass curtain wall; and,

e. Cementitious siding;

ii. Accent Materials: The following accent materials may make up no more than 20% of the surface area on each street-facing façade. Accent materials are limited to:

a. Pre-cast masonry (for trim and cornice elements only);

b. External Insulation Finishing System - EIFS (for upper story trim and cornice elements only);

c. Gypsum Reinforced Fiber Concrete (GFRC—for trim elements only);

d. Metal (for beams, lintels, trim elements and ornamentation, and exterior architectural metal panels and cladding only);

e. Split-faced block (for piers, foundation walls and chimneys only); and.

f. Glass block.

iii. Alternate Materials: Alternate materials, including high quality synthetic materials, may be approved by the Planning Directoradministrative officer after seeking input from the Design Advisory Board. New materials must be considered equivalent or better than the materials listed above and must demonstrate successful, high quality local installations. Regionally-available materials are preferred.

iv. Other:

a. The use of recycled and/or regionally-sourced materials is strongly encouraged.

b. With the exception of natural wood siding or shingles such as cedar or redwood intended to gradually weather with time, all exposed wood and wood-like products (e.g. fiber-cement) shall be painted or stained. Exterior trim shall be indistinguishable from wood when painted.



in concept but not individual detail.






DRAFT - 7/1/2016

c. Any synthetic siding and finish products shall be smooth-faced with no artificial grain texturing.

E. Alternative Compliance: Relief from any non-numerical standard above, and any numerical standard with the exception of building height and FAR by no more than 20% of such requirement, may be granted by the Development Review Board. after review and comment by the Design Advisory Board and administrative officer. In granting such relief, the DRB shall find that:

i. the relief sought is necessary in order to accommodate unique site and/or Building circumstances or opportunities;

ii. the relief if granted is the minimum necessary to achieve the desired result;

iii. the property will otherwise be developed consistent the purpose of this ordinance, the purpose of the underlying Zoning District and this Overlay District, the purpose of the section that the relief is being sought, and all other applicable standards;

iv. the relief if granted will not impose an undue adverse burden on existing or future development of adjacent properties; and,

v. the relief if granted will yield a result equal to or better than strict compliance with the standard being relieved.

3. Use

Schools - Post-Secondary & Community College shall be allowed as a Permitted Use, and any application requiring Major Impact Review pursuant to Sec. 3.5.2 (b) shall not also be subject to Conditional Use Review unless a use specifically identified in Appendix A – Use Table as a “Conditional Use” or identified as “CU” is also proposed.

4. Parking

i. All onsite parking shall be provided either:

i. in one or more of the following:

a. an underground parking structure (strongly preferred);

b. a parking structure separated from the public street by a liner building a minimum of 20-ft in depth; or,

c. within a mixed-use building with parking located underground, setback a minimum of 20-ft behind the façade of building at the ground level and second story, and/or above the groundsecond floor.

ii. All onsite parking shall participate in any Downtown Parking and Transportation Management District.

iii.ii. Entrances in order to minimize the amount of parking areasprovided and structures shall be located along a secondary street frontage where available. maximize the efficiency of its utilization.

Comment [DEW24]: Staff Note: This comes directly out of the proposed form based code in order to provide some guided flexibility/relief from the prescriptive standards where necessary.

Comment [DEW25]: Staff Note: Another amendment is in process to add Schools - Pre-school to the CDO’s use table. Planning Commission Comments: PC very uncomfortable with the possibility of the entire district becoming a post-secondary school. Prefer that it be limited to a Conditional Use. Staff note: May want to consider permitting (with GFA limit – 10k?): Civic Use: Places of public assembly that provide ongoing governmental, educational and cultural services to the public

Comment [DEW26]: Staff Note: This comes directly out of the proposed form based code in order to specifically address the challenging urban design concerns associated with parking.


Comments: Strong preference to underground parking added by PC


Comments: revised per EL comments



Planning Commission Comment: revised per JWB comments.


DRAFT - 7/1/2016

iv.iii. The paved portion of Vehicular entrances to parking areas and structures shall not exceed 24-ft clear width, and entrances to parking structures shall not exceed 16-ft clear height at the street frontage.

v. At least one pedestrian route from all parking areas and structures shall lead directly to a street frontage (i.e., not directly into a Building).

vi.iv. Any surface parking not within Where a parking structure shall be setback a minimum of 5-feet from any side or rear property line.fronts on multiple streets, more than one such route is strongly encouraged.

vii.v. All structured parking with frontage on any portion of a public street shall be treated as follows:

a. The required setback between the parking and the public street at the ground level must be occupied by an active use (such as, but not limited to, residential lobby, retail, office, recreational or services). This requirement shall not apply to parking located either entirely below-grade or above the ground second floor where parking may extend out to the building’s perimeter.

b. All floors of a parking structure fronting a public street must be level (not inclined), and any sloped ramps between parking levels must be setback a minimum of 20-ft from the street-facing building façade and shall not be discernible along the perimeter of the parking structure.

c. Where upper stories of structured parking are located at the perimeter of a building, parked vehicles, vehicle headlights and interior lighting shall be screened from view from the street and adjacent properties.

d. In addition to the Urban Design Standards required above, facade treatments (materials, fenestration patterns, and architectural detailing) must be continued on stories containing parking in a manner consistent with the overall architectural design of the Building. and such that levels of parking are not clearly distinguishable from other uses in a building.

5. Signs

A master sign plan pursuant to Article 7 Part 3 is required for all sites occupied by more than three tenants where all signs must meet the requirements of the master sign plan. The master sign plan must establish standards of consistency as applicable of all signs to be provided on the subject property with regard to:

Colors; Letter/graphics style; Location and Sign Type; Materials; Methods of illumination; and/or Maximum dimensions and proportion.


Comments: revised per J W-B comments


Comments: revised per EL comments


Comments: revised per extensive PC discussion



in concept but not individual detail. This come directly out of the proposed form based code to provide greater clarity and specificity regarding size, placement and design of certain sign types.


DRAFT - 7/1/2016

In addition to the flexibility from the requirements of Article 7 provided under Sec. 7.3.4, the following shall also be permitted when incorporated as part of a master sign plan in the DMUC Overlay:

i. The area of projecting signs, marques, canopies and awnings shall not be deducted from the maximum allowed signage area permitted for signage under Sec 7.2.3.

ii. Projecting Signs: One projecting sign may be permitted for each ground floor use provided each sign:

a. does not exceed 8 square feet in area; b. does not project more than 4 feet from the building façade on which it is

attached; c. has its lowest edge at least eight (8) feet above any pedestrian way; d. has its highest edge no more than eighteen (18) feet above any pedestrian

way; and, e. Any encroachment into the public right-of-way must also be approved by

the City Council.

iii. Marquee Signs: One marquee sign per primary street frontage may be permitted provided such sign:

a. is located above the principal Building entrance; b. projects a minimum of 6 feet from the building façade on which it is

attached but in no event more than 10 feet and 3 feet from the curb; c. has its lowest edge at least 9’6” above any pedestrian way; d. has its highest edge no more the lesser of the floor level of the third story

or 35 feet above any pedestrian way; e. is no more than 40 feet in width; f. may contain an area for manual changeable copy that does not exceed 30

percent of the area of the sign face on which it is located or 32 square feet, whichever is less; and,

g. Any encroachment into the public right-of-way must also be approved by the City Council.

iv. Canopies and Awnings: Where provided, awnings and canopies placed on a building facade shall meet the following specifications:

a. Awnings and canopies shall provide 8’ minimum clear height above the finished grade, and shall project a minimum of 6’ from the building façade to a maximum of 2’ from the curb. 14’ minimum clear height above the finished grade shall be provided above any area used for parking or circulation. Any encroachment into the public right-of-way must also be approved by the City Council.

b. Awnings and canopies shall be placed, sized, shaped and proportioned to match the associated openings.

c. Awnings and canopies that span across an entire building façade shall be fixed no higher than the top of the top of the first story.

Comment [DEW34]: Staff Note: Consistent with Church Street Marketplace and proposed FBC. Currently limited to only 4 sf.


DRAFT - 7/1/2016

d. Except as provided below, awnings and canopies shall not be internally illuminated or backlit, however they may contain lighting fixtures intended to illuminate the ground beneath.

e. Awnings shall have a metal structure covered with non-translucent canvas, synthetic canvas or painted metal, and shall have no soffit or sides. Retractable awnings are encouraged.

f. Awnings shall be rectangular in elevation and triangular in cross-section with straight edges. The valance of the awning shall be no more than 12” in height.

g. Canopies shall be constructed of wood and/or metal, and shall be cantilevered or supported from above. The face of the canopy shall be no more than 24” in height.

h. Signage placed on an awning or canopy shall be limited to the windows and doors on the first (ground) floor, and shall not extend outside the overall length or width.

i. Signage placed on a canopy shall be limited to the face or may project above and may be backlit.

j. Signage placed on an awning or canopy shall be limited to: i. 75% of the valance or canopy face and/or 25% of the sloping plane

max. ii. The height of lettering shall be limited to: 5” min - 10” max on the

valance; 18” max on the sloping plane; or 24” max on or above the canopy.

6. Green Buildings and Stormwater Management

New development and substantial redevelopment in the DMUC Overlay shall be built to the standard of LEED Gold Certification as evidenced by the submission of a competed LEED checklist by a LEED AP at the time of application, and shall use all reasonable efforts to obtain such final certification upon project completion. The submission of a competed LEED checklist by a LEED AP and the 3rd party commissioning of the building envelope and mechanical systems shall be required as evidence of compliance prior to the release of any Final Certificate of Occupancy., or nationally recognized equivalent as determined by the administrative officer.

i. New development and substantial redevelopment in the DMUC Overlay shall capture 100% of the 1-year storm eventThe submission of a competed LEED checklist by a LEED AP shall be required at the time of application along with documentation of registration with the U.S. Green Building Council (USGBC).

ii. Prior to the issuance of a zoning permit, a security in a form acceptable to the city

attorney shall be posted for an amount equal to five (5) times the applicable building permit fees for the project as an assurance that the project is completed as proposed. The bond or escrowed funds will be released when the project receives its LEED green building certification from the USGBC. If however the project fails to meet LEED Gold Certification, the full amount of the security shall be released to the City. Additionally, such failure shall be regarded as a



in concept but not individual detail.


DRAFT - 7/1/2016

zoning violation which may be enforced and remedied by the City to the same extent as any other zoning violation.

i.iii. The submission of a revised LEED checklist by a LEED AP, and the results of 3rd

party commissioning of the building envelope and mechanical systems shall be required prior to the release of any Final Certificate of Occupancy.

Sec. 5.2.6 Building Height Limits

(a) unchanged

(b) Exceptions to Height Limits

1. Additions and new construction on parcels created prior to January 1, 2008 that contain a non-conforming Principal Building exceeding the maximum permitted Building height may exceed the maximum permitted Building height of the zoning district subject to the design review provisions of Art. 3 and 6, but in no event shall exceed the height of the existing non-conforming Principal Building.

2. In no case shall the height of any structure exceed the limit permitted by federal and state regulations regarding flight paths of airplanes.

3. Ornamental and symbolic architectural features , including towers, spires, cupolas, belfries and domes; greenhouses, garden sheds, gazebos, rooftop gardens, terraces, and similar features; and fully enclosed stair towers, elevator towers and mechanical rooms, where such features are not used for human occupancy or commercial identification, are exempt from specific height limitations but shall be subject to the design review provisions of Art. 3 and 6. Such features and structures shall be designed and clad in a manner consistent and complimentary with the overall architecture of the Building.

4. Exposed mechanical equipment shall be allowed to encroach beyond the

maximum building height by no more than 15-feet provided that portion exceeding the height limit does not exceed 20% of the roof area.

Exposed mechanical equipment shall be fully screened on all sides to the full height of the equipment, and positioned on the roof to be unseen from view at the street level. Screening may consist of parapets, screens, latticework, louvered panels, and/or other similar methods.

Where mechanical equipment is incorporated into and hidden within the roof structure, or a mechanical penthouse setback a minimum of 10-ft from the roof edge, no such area limit shall apply and the structure shall be considered pursuant with 4 above.

5. All forms of communications equipment including satellite dish antennae shall not be exempt from height limitations except as provided in Sec 5.4.7 of this Article.


Comment: revised per PC discussion. Taken from original 2008 CDO height bonus provisions that have since expired. Consider amount of bond to be reasonable.


DRAFT - 7/1/2016

6. The administrative officer may allow for up to a 10% variation in the maximum building height to account for grade changes across the site. In no event however, shall such additional height enable the creation of an additional story beyond the maximum permitted.

Comment [DEW37]: Staff Note: Not specific to the DMUC however, important changes to screening requirements for rooftop equipment and flexibility in amount and numerical building height limits. Much of this come directly out of the proposed form based code in order to provide stronger guidance around screening of mechanicals and flexibility regarding ornamental and architectural features.

Comment [DEW38]: Staff Note: This come directly out of the proposed form based code in order to provide some guided flexibility/relief from the prescriptive standards where necessary. Planning Commission Comment: PC recommends removal. Staff note: Make this a maximum amount instead – no more that 5-ft?

1

Meagan Tuttle

From: Jenn Wallace-Brodeur <[email protected]>Sent: Thursday, June 23, 2016 8:07 PMTo: David E. WhiteCc: Lee Buffinton; Meagan Tuttle; Yves Bradley; [email protected];

[email protected]; Emily Lee; Harris RoenSubject: Re: Church Street Building Height

Hi everyone, Sorry I missed the meeting Tuesday and am late to provide my list of questions. If these have already been addressed, please disregard and I can get filled in when I’m back. Definition of secondary street facades and frontages: there are several references to secondary street frontages and I’m concerned with how this is defined - by us, developer or tenant? It seems like we could have dead blocks if we aren’t more deliberate about defining what has to happen in these areas, particularly given that all blocks are important in this downtown area. Specific sections where this is referenced include: - 2.C.i and 2.C.ii (street activation) - 3.ii (Parking) - what would define a secondary street frontage in this situation? Also “where available” seems broad, we might want to tighten that. - 3.vi.a - again in parking we are not requiring street level activation of parking on a secondary frontage. I can’t thinking of a spot in this overlay district where this would be acceptable. Section 2.B.v - can you show where we might expect to see raised foundations or basements at street level? I’m concerned about this and would like to better understand how this is handled from a design perspective. Also, is this in conflict with our desire for street activation? Section 2.D.iii (alternate materials) - are these alternates for primary and accent materials? Needs clarification. Section 2.E.iii - seems very broad or a catch all exception. Suggest tightening this. Parking: - 3.iv - how are we defining “parking area” to make sure that there is more than one pedestrian route leading directly to a street frontage in the garage? The way this is written makes it sound like you only need one route in the whole structure. - 3.v - I don’t think we should allow surface parking in the overlay district I’m also concerned about the screening requirements per our earlier discussion. I’m not sure we’ve hit it in the current language. That’s it for now. I’ll catch up when I’m back from vacation. Jenn

On Jun 20, 2016, at 4:19 PM, David E. White <[email protected]> wrote: Thanks Lee. Anyone‐else have any specific issues you want to focus on? If we know in advance we can try to brings some information that can hopefully help the discussion. David E. White, AICP Director of Planning & Zoning

2

City of Burlington, VT ** Please note that any response or reply to this electronic message may be subject to disclosure as a public record under the Vermont Public Records Act From: Lee Buffinton [mailto:[email protected]] Sent: Monday, June 20, 2016 2:33 PM To: Meagan Tuttle <[email protected]> Cc: David E. White <[email protected]>; Yves Bradley <[email protected]>; [email protected]; [email protected]; Emily Lee <[email protected]>; Jennifer Wallace‐Brodeur ([email protected]) <[email protected]>; Harris Roen <[email protected]> Subject: Re: Church Street Building Height If possible I'd like to work through the zoning amendment as proposed focusing on the most substantive changes (the meat of the matter) as a priority to discuss first as Brian Dunkiel suggested. We can always tweak the details later. And that's coming from a detail-oriented person! And a reminder- I believe we agreed to replace the word "void" representing windows and doors to the more relevant and understandable "openings" in the proposed amendment. Thanks. Lee On Mon, Jun 20, 2016 at 12:06 PM, Meagan Tuttle <[email protected]> wrote: Thanks, Lee. We’ll add this to our list of topics to discuss tomorrow night. Meagan E Tuttle, AICP Comprehensive Planner City of Burlington, VT 802.865.7193 **Please note that any response or reply to this electronic message may be subject to disclosure as a public record under the Vermont Public Records Act. From: Lee Buffinton [mailto:[email protected]] Sent: Monday, June 20, 2016 11:38 AM To: David E. White; Meagan Tuttle; Yves Bradley; [email protected]; [email protected]; Emily Lee; Jennifer Wallace-Brodeur ([email protected]); Harris Roen Subject: Church Street Building Height The proposed Sec 4.4.1 B says that the maximum height of any building fronting on Church Street shall be limited to 4 stories not to exceed 45 feet. Then it goes on to say that portions of the building can exceed 45 feet which doesn't make sense. I think we need to clarify and tighten the wording on this and I'd like to understand better the justification for switching from 16' step backs to 10'. By the way, the graph is helpful. Thanks! Lee

Proposed CDO Downtown Mixed Use Core Overlay

Comment for the Public Hearing on July 6,, 2016

Harris Roen, Planning Commissioner

The proposed CDO Downtown Mixed Use Core Overlay is one of the most important ordinance changes

the Planning Commission has considered during my tenure. Because I am unable to attend this public

hearing, I feel it is important to submit my comments.

As I have said at previous meetings, I believe the site in question is the exact location where we should

be looking to increase density in Burlington. In order to maintain a vibrant downtown, we need to

enhance opportunities for housing, office and retail in the downtown core. This will also support

efficiencies of urban living for those who want to avoid a car-centric lifestyle.

The main benefits of this proposed ordinance in my mind are: reconnecting the street grid; increasing

opportunities for housing; and supporting economic vitality for downtown Burlington. On housing, it is

clear that finding a place to live in Burlington is a problem. One need only start hunting to see what is

available to confirm this. The Chittenden County Regional Planning Commission and other partners have

targeted a lack of housing as a major issue, and have recently announced a campaign to build 3,500 new

homes in the next five years. I believe this is the right location to help meet this goal.

I have been asking everyone I can about their opinion of the redevelopment project and related zoning

change. This is in addition to having digested all the public comment, both on-line and at our meetings. I

have found a wide range of opinions both for and against, as well as much misinformation and

misunderstandings (my favorite is not being in favor of a 16-story mall, “we just don’t need that much

shopping”). The public comment has been voluminous and I see merit on both sides of the debate.

Despite the divergent views, the strongest area of agreement seems to be the desire to redevelop the

mall site in some fashion.

Although the planning the process can often seem messy due to the size and complexity of the efforts

involved, I do believe the process for consideration of this zoning change has been problematic. If a

change in height of this magnitude were being considered outside of the project in front of us, it would

likely take much longer than the time allotted in the development agreement to come to consensus.

Considering the time frame, I believe the Commission should only forward some elements of the

ordinance on to the City Council where consensus can be reached, such as changing the official map and

façade treatments. Otherwise, I agree that the Commission should focus on making recommendations

to the City Council that highlight issues to consider, rather than forward specific ordinance language.

It’s hard to weigh in on many of the important design considerations without being part of the

discussion at the meetings, but below are my comments on a few of the major items in the proposed

ordinance:

Sec. 4.2.2 Downtown and Waterfront Core Official Map Established

I strongly support this section and recommend forwarding it to the City Council. Paragraphs (h)

and (i) leave no question that the streets are being reestablished as public right-of-ways. I agree

with the suggested change to Map 4.2.2-1 made at our meeting on June 21 to allow for better

alignment to the existing street grid.

Sec. 4.5.8 Downtown Mixed Use Core Overlay (DMUC) District

(a) Purpose:

I think this language is very good. I would only suggest adding as a purpose “enhance pedestrian

connections between Church Street and the waterfront.”

(b) Area Covered:

I am OK with the map as is, but would not object to expanding it to encompass the People’s

Bank building property.

(c) District Specific Regulations: Downtown Mixed Use Core Overlay (DMUC) district;

1. Dimensional Standards:

Despite my reservations about the process as mentioned above, I personally do not object to

the 160-foot height limit as proposed. I believe this would allow for increased density in an

appropriate location, and anticipate that it would allow for a better building design. Yes, it

would change the skyline, but so too have many other buildings built throughout the history of

Burlington. Having said that, I would be open to considering other options by manipulating the

standards in Table 4.5.8-1. There may be potential to redevelop the site by decreasing height

and increasing bulk, which may better reflect desires of the community.

Thank you.

1

Meagan Tuttle

From: Lee Buffinton <[email protected]>Sent: Thursday, June 30, 2016 8:06 PMTo: Yves Bradley; [email protected]; Jennifer Wallace-Brodeur

([email protected]); Emily Lee; [email protected]; Harris Roen; Meagan Tuttle; David E. White

Subject: Communication for discussion at June 29th meeting with correction

Please replace my previous letter with this one to reflect the correction in Inclusionary Zoning numbers. Thanks! To my fellow Planning Commissioners, Vermont Law is very clear- Local zoning regulations must conform to the municipal plan. For Downtown Burlington that municipal plan is planBTV Downtown & Waterfront adopted after extensive public involvement. Our planning packet materials for the various zoning amendments before us emphasize that it's important to "comply with the Pre-Development Agreement" for the mall project, but what is far more imperative and required by law is that we comply with our municipal plan. Clearly plan BTV and all of us on the Planning Commission support a vibrant, mixed-use, mall redevelopment with a healthy mix of retail, commercial, and diverse residential spaces to meet the needs of the city. The City and the developer deserve credit for working so hard together toward this vision and, in particular, the effort to re-open St. Paul Street and Pine Street as complete, public streets. While these efforts are exactly what plan BTV envisioned, some of the specific zoning amendments as proposed are not consistent with plan BTV and, therefore, should be reconsidered and reconfigured in order to meet the legal requirement, avoid legal wrangling over potential spot zoning, and facilitate redevelopment. 3 areas of concern: Proposed zoning amendment to allow post secondary schools and community colleges as a permitted use- Under this proposal the entire mall could be turned into a college or university campus, exempt from Inclusionary Zoning requirements and without the conditional use review that is currently mandated. Nowhere in planBTV does it suggest that we put a college campus downtown! A college campus does not align with plan BTV's call for mixed use retail, commercial and diverse residential uses at the mall site. Nor would a college campus address the goal of creating more affordable and moderately priced housing downtown essential for workforce housing, seniors, and others, as prioritized in plan BTV. It's essential to retain conditional use review of any proposed secondary school/college at this site. Proposed zoning amendment to raise building height limits from the current 65' by right to 160' (14 stories) by right with no provision for requiring additional public benefits such as affordable or senior housing. This proposal represents a dramatic increase in building height and a major change in policy that has little basis in the adopted plan BTV or the draft Form Based Code. While Plan BTV wisely calls for "larger residential, mixed-use buildings" at the current one-story mall site as well as strategic infill and liner buildings, the plan does not suggest the need for any increase in our current height limits and says; "While allowing for even taller isn't necessarily the answer, efforts to encourage

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development that more fully utilizes the permitted development envelope need to be supported". Plan BTV seems to be responding to public sentiment and cites its public survey that found only a very small percentage of respondents who were dissatisfied with the scale of buildings downtown. Even the plan's graphic images of what a redeveloped mall site could look like show new buildings no taller than 6 to 8 stories in keeping with our current height limits. Furthermore, 14-story buildings towering over historic Bank Street, Cherry Street and the new sections of St. Paul and Pine Streets could block sunlight and increase and alter wind currents and downdrafts at these locations, potentially diminishing the positive pedestrian experience that plan BTV envisions. In addition such heights would seem to be at odds with Section 6 of our current Comprehensive Zoning Ordinance that emphasizes the importance of maintaining neighborhood proportions of scale and mass and sensitive transitions between new buildings and existing neighborhoods. Under this proposed zoning amendment to allow 14-story buildings by right, a developer could put in the minimum number of inclusionary zoning units (15-25%) and all of the remaining units (75 to 85%) could be luxury apartments. This fundamental policy shift would be counter to plan BTV's strong emphasis on creating a variety of housing options: "more choices, more types, more affordable, more diversity". Plan BTV calls on us as a city to use "a number of strategies that can and should be employed to encourage the creation of significantly more housing- particularly affordable and affordable market-rate units". Specifically cited in plan BTV's vision for the mall are "downtown workers, young professionals, and empty nesters" who need affordable and moderately priced housing downtown. By adopting a massive height increase with no incentives attached we could lose on an opportunity to get the housing variety that our city needs. Proposed zoning amendments that would allow for surface parking lots and a parking garage to be built to the perimeter of a building at any floor except the first floor. Surface parking lots, whether on the ground or on the top deck of a parking garage, are completely at odds with 21st century planning and the green roofs and stormwater management called for in plan BTV. In regard to parking, plan BTV emphasizes underground or wrapped parking where needed, stating: "In all cases, any new facilities should be wrapped with mixed-use buildings to screen the parking and activate the street." Our plan does not say that this only applies at the ground floor level. Lastly, plan BTV emphasizes the need for the city to "work closely with developers to manage their parking needs" and consider alternatives to building conventional parking garages. I urge that we delete the amendment allowing for surface parking and make the parking garage section more consistent with plan BTV objectives. In conclusion: We as a Planning Commission have been urged to adopt, in their entirety, the zoning amendments to enable the mall redevelopment as proposed. However, we would not be performing our due diligence or meeting our legal obligations if we passed the particular zoning amendments cited above as written. I'm no lawyer, but it seems to me that we need to avoid the potential lengthy legal mess associated with accusations of "spot zoning" by making absolutely sure that any zoning amendments comply with the goals of our publicly supported plan BTV. Until we go through the public process of changing it, plan BTV is our guide for Burlington's future. The city supports and wants plan BTV. Developers want certainty. We can have both. I respectfully request of my fellow planning commissioners that we reshape proposed zoning amendments as needed to keep us on solid legal ground and to better reflect the vision and values of Plan BTV and the citizens of Burlington. Thank you.

3

Lee Buffinton

1

Meagan Tuttle

From: Lee, Emily A - BURLINGTON VT <[email protected]>Sent: Wednesday, July 20, 2016 12:47 PMTo: Meagan Tuttle; Emily Lee (gmail)Subject: RE: Quick Question about Communications

Hi Meagan, I think it is important to include the communication to the council so that they have a sense of the conversation and of Lea’s concerns. I can speak for myself and say that my concerns regarding the legality of the public hearing were resolved after having discussions with Eileen Blackwood. Also, I think the text in the draft was updated to better represent our positions. In whole my concerns were resolved. Please include this email as a cover letter so that they can know the context of the communication. Thank you, Emily

Emily Annick Lee Financial Advisor Merrill Lynch Bank of America, N.A. NMLS ID: 86830 60 Lake Street Burlington, VT 05401 802‐660‐1022 fax:802‐318‐4255 [email protected]

From: Meagan Tuttle [mailto:[email protected]] Sent: Wednesday, July 20, 2016 11:39 AM To: Emily Lee (gmail) <[email protected]>; Lee, Emily A ‐ BURLINGTON VT <[email protected]> Subject: Quick Question about Communications Hi Emily— I’m preparing a package of documents to City Council ordinance committee regarding DMUC and am including the individual communications from Commissioners to the full PC regarding the issue. I wanted to check with you on your expectations for including the memo from you and Lee Buffinton. I have included the communication from you, Joan Shannon and Richard Deane, regarding substantive issues with the ordinance itself. It is my understanding that your letter with Lee on July 6 was regarding 1) the legality of the public hearing re: process for warning and, 2) text in the draft letter that you and Lee felt misrepresented some Commissioner opinions. Because we’ve since worked through the draft letter and incorporated these comments, do you want that letter to also be included in the packet to the Ordinance Committee?

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Thanks! Meagan Meagan E Tuttle, AICP Principal Planner- Comprehensive Planning City of Burlington, VT [email protected] 802.865.7188 office 802.865.7193 direct 802.865.7195 fax **Please note that any response or reply to this electronic message may be subject to disclosure as a public record under the Vermont Public Records Act.

This message, and any attachments, is for the intended recipient(s) only, may contain information that is privileged, confidential and/or proprietary and subject to important terms and conditions available at http://www.bankofamerica.com/emaildisclaimer. If you are not the intended recipient, please delete this message.

July 6th, 2016 Fellow Planning Commissioners, We are concerned that the Public Hearing on the Downtown Mixed Use Overlay is premature and does not meet legal requirements under Vermont Law. Furthermore, many of the documents in the meeting packet contain errors and/or omissions in regard to the Planning Commission’s positions. Vermont Law States:

"When considering an amendment to a bylaw, the Planning Commission shall prepare and approve a written report on the proposal...The report shall provide a brief explanation of the proposed bylaw, amendment, or repeal and shall include a statement of purpose as required for notice under section 4444 of this title, and shall include findings regarding how the proposal:

(1) Conforms with or furthers the goals and policies contained in the municipal plan, including the effect of the proposal on the availability of safe and affordable housing.

(2) Is compatible with the proposed future land uses and densities of the municipal plan. (3) Carries out, as applicable, any specific proposals for any planned community facilities.

This mandatory Planning Commission report must be completed 15 days prior to a public hearing in order to meet certified notice requirements. The Planning Commission has not prepared and approved a written report as required by law. Nor have we had a comprehensive discussion on the proposed amendments’ conformance with municipal policies, including the availability of affordable housing. Furthermore, we have not reached consensus on these issues. Indeed, some Commissioners have raised concerns that certain regulations do not conform to the goals and policies of our municipal plan. For instance, at our last meeting commissioners expressed universal opposition to the proposed regulation that would permit a college campus to occupy the Burlington Town Center site, emphasizing it would be contrary to Plan BTV which calls for mixed uses and a variety of housing types. Clearly, the Planning Commission need to carefully assess the proposed overlay district and its many regulations for conformance with the goals of Plan BTV, which is the Municipal Development Plan. For instance, in order to comply with the law we are asked to consider the effect of the proposal on the availability of safe and affordable housing. We have not considered the number of affordable units the proposal without height bonuses would create compared to the existing bonus structure. Nor have we factored the impact of allowing student housing, which may be exempt from the low income housing requirement, into that equation. Without more specifics and study we cannot assume that this proposed amendment furthers our goals and policies regarding affordable housing The Burlington Planning Commission Report Municipal Bylaw Amendment found on page 43 of the July 6th Planning Commission packet, was written by Planning and Zoning staff and not the Commission. The Commission members are seeing it for the first time in the packet and have never discussed its contents nor voted on it. It does not accurately represent the views of the Commission. Nor, does it satisfy our legal requirement to deliberate and write our own report.

The Summary of Planning Commission Comments & Actions in our packet for July 6th public hearing needs corrections and additions to truly reflect the positions taken by members of the Planning Commission at recent meetings as follows:

Key Elements #3 as written: "The Commission understands the limitations associated with bonuses and the rationale for moving away from them in this overlay, and generally agrees that provisions/restrictions should be explicit"

Note: The Commission has not voted on this and this is not the unanimous opinion of the Commission.

Key Element #4 as written: "Retain current maximum height of 105ft to conform with illustrations in planBTV Downtown & Waterfront." Correction: The current maximum height is 65' and only with bonuses can a building be 105'. We suggest changing the language to reflect one member's stated preference to "Retain maximum height of 65 feet by right with options for additional height with bonuses."

Note: Members of the Commission are not able to make an informed decision on the appropriate height and massing for this site because of a lack of appropriate visual tools such as a physical model and sufficient time to review and debate the change. The Planning Commission needs more time in order to make the legally required assessment for conformity to the municipal plan regarding height and massing.

Key Element 11 as written: "The Commission supports the language regarding the urban design treatment of parking floors. The Commission feels that if parking is permitted in these areas, high standards are needed regarding the screening of cars and lights."

Note: Some members of the Commission want stronger language regarding compliance with Plan BTV's emphasis on underground or completely wrapped parking, so that exterior design treatment and screening of cars and lights would not be needed at all.

Conclusion in Key Element 12 as written: "Therefore, the Commission recommends no parking structures at the perimeter of a building on the ground and second floors fronting streets, and reiterates the importance of the design and screening requirements to ensure that any parking located in above-ground structures is indistinguishable from other floors of a building from the street view."

Note: The Commission has not voted on this element. There were suggestions by members of the Commission to have the parking completely wrapped by a liner building or off site in order to be in conformance with Plan BTV that should be added to the letter.

Key Element 16 as written: "The Commission is uncomfortable with the remote possibility that this district could become a post-secondary school/campus. The Commission recommends that the CDO’s use table not be modified as proposed."

Correction: The Commission is uncomfortable with post-secondary school/ campus being an allowed use on the use table because it is not consistent with Plan BTV. The Commission recommends that the CDO's use table not be modified as proposed, allowing post-secondary schools/colleges as conditional uses only.

Note: The term "remote possibility" is an editorial comment that does not reflect the opinion of the Commission.

Many of the above errors and omissions are also present in the letter to City Council written by Planning and Zoning staff that suggests that the Planning Commission "strongly supports" the adoption of the Downtown Mixed Use Core Overlay District amendment”. In fact, The Planning Commission has not voted on this matter. This letter goes on to states that, "The Planning Commission finds the proposed amendment to conform with the goals and policies contained within the City's Municipal Development Plan regarding the availability of safe and affordable housing, future land uses and densities, and proposed community facilities." In fact, the Planning Commission has not come to this conclusion and we have not chosen to delegate this decision-making to others. In summary, due to our above mentioned concerns about the Public Hearing, We respectfully ask that the Public Hearing be postponed until we as a Planning Commission are able to perform the due diligence required to meet our legal obligations. Thank you. Emily Lee Lee Buffinton

As approved by the Planning Commission on .

Burlington Planning Commission 149 Church Street


Telephone: (802) 865-7188

(802) 865-7195 (FAX)

(802) 865-7144 (TTY)

www.burlingtonvt.gov/planning

Yves Bradley, Chair Bruce Baker, Vice-Chair

Lee Buffinton Emily Lee

Andy Montroll Harris Roen



Burlington Planning Commission Tuesday, May 10, 2016 - 6:30 P.M.

Conference Room #12, City Hall, 149 Church Street

MINUTES

Present: B. Baker, H. Roen, L. Buffinton, A Montroll, E Lee, J Wallace-Brodeur

Absent: Y Bradley

Staff: D White, M Tuttle, K Sturtevant, S Gustin, E Tillotson

Agenda

B Baker opened the meeting at 6:32pm.

L Buffinton: What would the audience like to address?

B Baker: All comments will take place during public forum, and will be limited to two minutes per speaker.

A Montroll: Move item VII to end of agenda time permitting.

I. Public Forum

B Baker opened the public forum at 6:35pm.

G Epler-Wood, S Union St: City Council and Commission should request the developer provide fact-based cost

analysis of putting the parking garage underground. Perhaps the citizens would be willing to invest in the

difference. Sun studies throughout the year are needed.

C Long, Henry St: Fletcher Place is as residential as they come. Do not increase downtown height limit, based

on planBTV, and don’t support student housing in the project because it is the school’s responsibility. Vote no

to stabilization plan for neighborhoods; does not endorse forgiveness for work done without permits. Doesn’t

understand why the city doesn’t want to preserve neighborhoods.

S Bushor, Ward 1 City Councilor: Does the 15 year statute of limitations allow emails to Planning & Zoning to

constitute burden of proof, or when Code Enforcement is informed of violations that might not be acted upon?

Pleased to see enforcement regarding occupancy violations and parking violations. Regarding the time

requirement of more than 90 days when properties would then have to be brought into compliance, not clear.

Commission should support the original staff recommendation to rezone Fletcher Place RM following property

boundaries. We lose a neighborhood a house at a time, but also gain a neighborhood a house at a time.

G Seidler, Lakeview Terr: Moved from NYC for quality of life which has been taken away each year. Neighbors

are leaving, behemoth at one end of street was supposed to affordable condos, now very large building at

other end with COTS, noise too high, nature gone, house vandalized four times. Citizens have no clout;

Commission is supposed to serve the community. Out of control growth is a cancer killing Burlington. She left a

lot behind to have quality of life here, now will have to leave BTV, too.

Burlington Planning Commission Minutes p. 2 Tuesday, May 10, 2016

As approved by the Planning Commission on , 2016.

C Bates, Caroline St: No one has made a model, so prepared photographic exhibit of Bank and Pine Streets.

There is nothing on Don Sinex’s website but Church Street. Used Trip Advisor site to gather comments about

Burlington which support the need for small unique stores. The project needs to mimic Church Street.

N Kirby, Champlain Leather: Family was one that was displaced from downtown before the mall was built.

Residents in the neighborhood were poor, proud, displaced. Building up equals warehousing human beings,

and height will take sunlight away. City can do better than a fourteen story mall, not crazy about students

being downtown because greedy slumlords have contributed to the housing situation. Lived on Fletcher Place

and never considered that it was institutional. Think long and hard about what you are doing to downtown

Burlington. Small businesses are the clay and mortar of this town. Be the citizens for us.

G Grill: Beseeches the Commission to be concerned about process and outcome, should proceed according to

planBTV. A lot of people say this is spot zoning and will set a dangerous precedent. Unique and historic

buildings will come down if this is approved. Hope you will demand to see an architectural model. Process is

backwards. Demand that Commission address this proposal in a democratic planning process.

R Herendeen; Bike ride to meeting was an inspirational experience with views of Lake Champlain.

Environmental background and member of the BED Commission. Do not believe we should raise the height

limit one inch. Burlington is in competition with Boulder Colorado to be most sustainable City, but seem to

want to compromise away our natural assets. Boulder has had a height limit of 55 feet; purpose is to preserve

the scenic views and distinctive character. We can grow green, please hold on height.

B Headrick, S Prospect St: Mall is too tall, planBTV new mall only four or five stories higher which would be

within 105 feet. That is what the public wanted and City Council approved. The City Council has put the

Planning Commission in a difficult position, so consider requiring developer to provide everything that the city

provides and that all studies should conclude with a 30 day public comment period. In off-site parking

ordinance, parking waivers granted by administrative officer, advise it be stricken. It is important to include

consequences for permitting.

Resident, S Prospect St: Reiterate others previous comments and encourage implementation of planBTV

support. Drastic changes should be done by referendum.

S Overby: Process has been a problem, second the suggestion of underground parking reassessment and what

others have said about planBTV. 160 foot height limit is not in planBTV, which states three to ten stories. In

Washington, DC., this height is only allowed along Pennsylvania Ave. Uncomfortable with the process, difficult

decision, want to see something good.

L Ravin, Campus Planning, UVM: UVM opposes rezoning 50 Fletcher Place. University has no intent to change

the use of the property, but want to unite campus property. Zoning that splits the parcel into two zones

doesn’t allow planning as needed, UVM considers spot zoning.

A Radcliffe: Seems to be a trend where the city is eager to please developers; need to shift so it is other way

around. plan BTV should be incorporated, the city should be strong about their regulations. Mall does not

provide much affordable housing, shouldn’t be supporting student housing. Washington DC built housing with

a gym and beautiful amenities to house their homeless—not cost effective, but what we should focus on.

E Morrow: The City Council could have asked for model earlier. FBC Committee had opportunity to comment

on height but did not. Boards are for decentralizing, people want to see process. The Commission has

authority to control process.

C Simpson: There should be an explanation of public/ private partnership. In the PDA, public cannot hold

developer to any standards, which is a reversal of normal planning process. Two streets will ameliorate the

developer’s project, but it is being sold as a concession to city. As if we have no power over public property.



L Martin: Providence, RI did what Burlington wants to do which resulted in a downtown not accessible, traffic

awful. We are told that we can’t let this pass us by, but big money drives out local businesses. We need more

foot traffic or a city we know and care for will disappear forever. Please don’t let this happen.

R Butani, 31 Fletcher Place: Supports rezoning to RM zone, following the property boundaries as presented by

staff. 19 and 37 Fletcher Place have been transformed from party houses to appropriate rentals. RM will reflect

historic use as residential street. Encourage the Commission to support P & Z recommendation.

B McGrew, Downtown: Particularly exercised that this project does not have to go through Act 250. The

Mayor’s office can bring undue pressure on city staff to see things a certain way. 274 units is a constructive way

to avoid the law. There are umpteen plots that start with an attractive stranger with a lot of money.

Resident: Thank you for the fifteen year statute. Suggest more 90 days for a former use to be eliminated to

honor people who have applied for a variance or change of use. Regarding burden of proof, need more

examples of what proof is.

Resident: Initially the city wanted to hear what the citizens wanted. Where is the public voice in this now?

D Greenberg, local attorney: In support of 15 year statute of limitations. During the last few years he has

learned more than ever about the process in Burlington, which is not always clear. Open permits go on forever,

court says it is unfair to grant use of something when you insert it secretly, properties are inspected by one city

department but assessed by another. City staff is helpful, but it took a month and a half to solve. Need to get

this problem behind us.

C Messing, Pine & College: Doesn’t understand opening up Pine Street when there is a building in the way;

difficulties with St Paul St as well. The building is too large, doesn’t belong here. This gift horse has bad teeth.

Building it is a great source of money, but the saying that if you build it they will come, is not necessarily true.

Jane Jacobs said, “We expect too much of new buildings and too little of ourselves.”

M Fordham: Late to the process and very concerned like many others who are uninformed in our town.

Concerned about height and domino effect of other developers suing to allow the same height.

Advertisements for Burlington will not be enhanced with the height of building. Burlington is people sized and

that is its attraction. This is not a responsible way for governance to proceed. What does that say about

democracy, that back room deals can guide future developments? Fourteen stories is wrong.

B Hickok, 26 Fletcher Place: Recommends that rezoning be change to RM zone according to staff’s original

proposal.

II. Report of the Chair

Chair absent, no report.

III. Report of the Director

Given interest of time, no report.

IV. 15 Year Statute of Limitations

H Roen: Addressing public questions, what constitutes proof?

D White: Information within the Assessor, Planning & Zoning or minimum housing records. If there happens

to be a file on hand in excess of the normal records, it would be considered pertinent.

B Baker: The purpose of this amendment was to set a bright line.



L Buffinton: What about other methods, like See Click Fix, or only one of the records David listed? What if there

had been regular communication about a situation?

D White: The process has to be treated on a case-by-case basis. Assessor and Minimum Housing records are

the best records.

J Wallace-Brodeur: An email with a complaint is not solid evidence, complaints aren’t adequate unless verified.

E Lee: Language is an issue, we need a definition for “known,” we need to define which city records apply.

A Montroll: The process should not be complaint driven, but acknowledgement by a City Department is

acceptable. Can K Sturtevant propose language at this point?

B Baker: We were going to attempt to address the parking section, specifically parking in yards.

D White: Parking spaces are associated with the property use.

E Lee: Parking is a lightning rod issue.

B Baker: What about cases where an illegal unit never had parking? Way this is written, that will never be

grandfathered.

A Montroll: Parking is a hot button issue. Start with less and add later.

K Sturtevant: Additional language regarding burden of proof, “submissions not verified by the City shall not be

considered known to the City. Will continue to flesh it out.

The Commission approved a motion by L Buffinton, seconded by J Wallace-Brodeur, to warn the proposed 15

year statute of limitations amendment, to include K Sturtevant’s changes regarding complains not constituting

“known” unless verified by City, with E Lee opposed.

A Montroll: The public hearing is a month away. We should bring back the language before the hearing in

case it should be changed.

M Tuttle: It can be submitted to the PC as a communication.

V. Fletcher Place Rezoning

D White: This is an attempt to protect the original development pattern.

J Wallace-Brodeur: Is there a development proposal associated with this?

S Gustin: Overview of the properties involved in sketch plan and comments on buildable area.

H Roen: Uncomfortable not following the property lines.

S Gustin: Need to remind everyone that zoning amendments are not a fast process.

J Wallace-Brodeur: The Commission should weigh the UVM parcel.

D White: Owners of the two northernmost properties under discussion do not support any zoning change.

E Lee: UVM’s ownership is not appropriate in a residential area.

A Montroll: Change needs to happen, this was historically residential.

E Lee: Zoning should reflect what is on the ground. Let’s let the neighborhood win.

B Baker: The von Turkovich proposal does present a reasonable compromise and lets the street flourish.



E Lee: It comes down to the slope, and density of development. The slope rule should apply across all zones.

The Commission unanimously approved a motion by A Montroll, seconded by L Buffinton, to warn a public

hearing on the rezoning of Fletcher Place to RM following the parcel boundaries.

VI. Off Site Parking

No action taken.

VII. Downtown Mixed Use Core Overlay

L Buffinton: Planning Commission is purely advisory to the City Council and not the ultimate decision makers.

H Roen: The Commission does have statutory authority.

D White: Summary included in the packet describing mass and height of project established by the

predevelopment agreement. This is looking at the amendment based on land use policy for the city,

implementing the master plan. The proper location for larger infill development is downtown. The amendment

establishes an overlay area which includes greater height and massing. It will amend the official map to

establish the street connections, which is central to planBTV. Draft form based code massing is articulated in

the overlay. Please share specific areas of concern so we can provide information needed for next meeting.

J Wallace-Brodeur: Need to be able to review public input and an overview of the process for the next meeting.

L Buffinton: The city website cut off top floor in the illustration of the proposed mall. An architectural model,

shadow study, parking garage information are all concerns, but the largest concern is what the reopened

streets are going to look like. Right now the proposed building seems incoherent and top heavy, height is a

huge issue.

D White: The project is not yet fully baked. It is important not to put a lot of stock in present illustrations/

information.

A Montroll: It would be helpful show what is permitted now vs the proposed 160 feet and what the differential

would be.

E Lee: This is the moment when we need a model, don’t want to weigh in on height and massing without it. It

is important to show what is permitted now and proposed.

D White: For the purpose of zoning, we need to focus on buildable envelope.

E Lee: It is important to see that.

L Buffinton: A simple model, current and proposed build out at this proposed height are needed.

Brian Dunkiel: We need to see the official map also.

A Montroll: It feels as if we are being asked to increase height in this area in exchange for having the streets

back.

E Lee: This is really important, it could be so great for Burlington, but needs to be done right.

L Buffinton: Does the Commission have any role in the consideration of housing college students? Any

proposed changes in use?

B Dunkiel: Mall team will request to add secondary school use.



E Morrow: A model is crucial and having the Commission to take action tonight to move it forward will give

people a lot of comfort.

D White: It is the agreement with Devonwood that they will provide money for production of modeling—it will

get built. First, need to discuss its purpose.

VIII. Committee Reports

No reports.

IX. Commissioner Items

None.

X. Minutes/Communications

H Roen: Do we need to respond to the Sun Common communication?

D White: Only if you would like to provide comments.

XI. Adjourn

On a motion by A Montroll, seconded by H Roen, the Commission unanimously adjourned at 9:07 pm.

________________________________________ Signed:

B Baker, Vice Chair

_______________________________________

E. Tillotson, Recording Secretary



Telephone: (802) 865-7188

(802) 865-7195 (FAX)

(802) 865-7144 (TTY)







Burlington Planning Commission Minutes

Regular Meeting

Tuesday, May 24, 2016 - 6:30 P.M.

Public Works Conference Room, 645 Pine Street

Present: B Baker, L Buffinton, E Lee, A Montroll, H Roen, J Wallace-Brodeur

Absent: Y Bradley

Staff: D White, M Tuttle, E Tillotson

I. Agenda

No changes to the Agenda.


B Baker chaired meeting; no report.


D White: Mayor is an ex officio member of the Commission and will be joining the meeting. At opening of

Public Forum, will frame the Planning Commission role and focus.

IV. Proposed CDO Amendment: NAC-Riverside Boundary

M Tuttle: This proposed amendment in response to a request received which would affect the north side of

Riverside Avenue; maps illustrating this are in the agenda. Initial staff recommendation to move boundary was

an attempt to balance request with preservation of river bank. Commission requested a solution more

sensitive to the steep slopes. Revised staff recommendation maintains concept of moving NAC-R 25 feet to the

north, and incorporate buildable area definition on north side of Riverside Avenue. This means slope of 30% or

more cannot be developed or counted in the lot coverage/density, and 15-30% slope can be considered for

50% of lot coverage/density by DRB Conditional Use approval.

L Smith: Suggested the buildable area consideration. The property is now a non-conforming piece of land.

Boundary should follow the topography, make sewage treatment plant conforming, incorporate the plateau.

Surprised that there was no site visit.

M Tuttle: The chair appreciated the request for the visit, but asked staff to provide a further recommendation.

M Furnari: Understand the reluctance to compromise the properties, but ask that the Commission consider

one more time and include a site visit.

J Wallace-Brodeur: Can we get some concrete numbers on what the slopes are?

M Tuttle: In the area of the properties requesting the change, range from 12% to in excess of 30% along

property lines. Can make information available.



Approved by the Planning Commission on MONTH DAY, 2016

L Smith: There is a lovely flat plateau way above flood plain.

H Roen: Should do a site visit.

M Tuttle: Will coordinate outside of this meeting.

L Smith: Suggest putting it off a little when there is not so much going on.

The Commission unanimously approved a motion by A Montroll, seconded by J Wallace-Brodeur, to table

discussion of the proposed amendment until the fall.

V. Public Forum

D White: planBTV established the policy framework, regulatory, capital and other improvements for downtown.

The mall has long been identified as underutilized. Question has been how to encourage and facilitate

redevelopment. This area of downtown does not have an existing historic context, so there are many

possibilities for this area. With a change of ownership of the mall, started a public engagement process almost

two years ago. Have had a lot of public input during that time and City Council has anticipated a zoning

change to incorporate proposals. Question now is how new development will interface with people on the

street. Zoning limits height to 105 feet today. Proposed amendment expands that to 160 feet, and includes

adjacent parcels as well. FBC Committee recommends this area as one for greater height.

H Roen: Read all of the emails that have been sent.

B Baker: Opened the public forum at 6:57 pm.

J Fayette: Support the project; ideally timed, thoughtful, environmentally sound, appropriate.

T Redington: No quarrel with a project at the zoning height maximum of 105 feet. planBTV establishes a basis

for what the community wants to see, nothing over eight stories. Developer wants other rules, is exploiting the

situation, especially with no environmental review.

A Taylor: Among colleagues and contemporaries, sit in the middle. This developer has made a lot of

adjustments that were asked for; it is a green building, urban infill. Business is business. Using TIF will not

burden taxpayers. Back to earth ethic needs to support this.

C Bates: Support some redevelopment. Propose that the Burlington Business Association buy the mall from

Sinex and do development our way; have a team that could have local focus, lots of housing.

A Radcliffe: Building height is not human scale. planBTV does not support this proposal. FBC is not currently

approved, should not be used as a justification. The plan does not measure up, will not impact housing

affordability, zoning should not be changed in a random manner. Think about precedent this will set.

J Canning: Supports the town center redevelopment; however, the overlay should not apply to the City’s

parking garage behind Hotel Vermont.

M Fordham: Trying to spread the word about this project, not against smart development; however, first rule

in business is when something works, you don’t ruin it. This should not go forward.

G Grill: While the height is atrocious, the process is of utmost important and the request is an assault on the

city. Planners and City Council are under pressure from the Mayor. The people have had enough, and if this is

approved, Mayor will not be reelected.

R Herendeen: Process is happening too abruptly. Burlingtonians are actively engaged, it feels great nature is

close. Mass, scale and height should honor the City, make the street level the focus. Need to respect the

previous planning efforts, do not raise building heights at all.



C Messing: Project subverts zoning. Virtual tour shows Cherry Street empty of traffic, not realistic. If there was

a scale model, the project would sink like a stone. Spoke to a construction worker, out of work, who said the

local community will not gain employment in this venture.

J Brophy: Supports a livable city, should support infill, Williston’s big box stores are not what we want.

K Andrews: Inclusionary housing ordinance in Burlington is excellent. This project is an unconscionable, luxury

housing development. Separate affordable units is not what was meant to be. Most problems in our nation

can be brought back to segregation.

A Petrarca: Vermont values are expressed here. In Pittsburgh, the citizenry organized and defeated a

proposed downtown mall. The proposed height does not make any sense

C Dinklage: This has been a long process, dynamic process. We should consider why many young people are

not choosing to move to Burlington right now. Smart growth is needed.

M Wallace: Have seen new Armenian development destroy character and not appeal to residents. Similarly,

Burling will lose its character. There are no trade-offs worth the cost, do not see this as being good for

Burlington.

M Holmes: Have traveled the world, and there is not anything better than Burlington. In own neighborhood,

have seen redevelopment that blocks view of the sky. Didn’t speak out then, so doing so now. Have to be

careful with this project.

J Nick: All of the Church Street Marketplace merchants support the vibrancy of this project, believe it will

improve the situation on Church Street. The turn of the century building at 1 Church Street is 125 feet high;

with change in elevation to the mall property, 160 feet will not be much taller than existing historic buildings.

J Vos: Climate change is the elephant in the room. Bill Mckibben, Naomi Kline warn that the world will be a

different place.

J van Driesche: Perspective on a livable community is one with lots of traffic on foot and on bike, a higher

concentration of residents, lessening taxes, growing the grand list, fewer cars. We need more people living in

close proximity to where they work. See a trend to kill projects that are not perfect. This project is not yet

perfect, but there is time to get it right. Encourage retaining leverage for this project through the bonuses.

R Dean: Public should look at what is actually proposed. Higher building elements are set back toward the

center of the block away from streets. Citizens live on the streets, bring economic vitality. Most important

project component is how it engages the street. Posters in room are a misrepresentation. Hold back, get the

facts, let project move forward so that the public can evaluate.

G Eppler-Wood: In favor of the mall, but is asking the Commission, Mayor, City Councilors, to do more

research to reduce height. Not lip service, actual change of height. Underground parking should be explored.

S Burton: Opposes to fourteen stories. Not a slightly larger building, it is going against the City’s own

recommendations. Keep in mind the unique character and scale of city, show foresight and backbone.

L Tucker: Have been teetering on this subject but attended several meetings. Feel confident in the process and

staff who care about the community. Downtown can be bigger and better. Density in our city is a good thing.

A Simon: We are experiencing a global crisis like we have never seen before. Expanding tax base is not the

answer and fourteen stories reflects a lack of understanding of the problem. Which planet do you live on?

I Avilix: planBTV illustration shows scale and density which doesn’t seem to agree with the proposed project.

Let’s stick with planBTV.

M Tracey: Will not vote for the ordinance as proposed. Student housing is a negative, the developer needs to

do a lot more at a moral level. FBC transect is from less dense to more dense and more height. The



conversation tonight is a strong indication that there is need for more conversation. Need 3 D model. This feels

like a choice-less choice.

S Overby: Supportive of redevelopment of mall, but really disturbed by process. Very sketchy plan with no

model. Commission is in difficult position, doesn’t have enough time. Participated in plan BTV which does

support what is proposed.

C Simpson: Building our way out of financial problems is not likely, the purpose of the height bonus is for

public good. The proposed amendment is throwing this out and overlay is wider than footprint of mall.

H Manske: Personally would like to see the mall redeveloped. It is a process and he appreciates everyone’s

comments. On the Ward 5 steering committee, we always hear about housing and parking, which are two

things this project will address.

L Politi: Feels as if Burlington has already spoken on this subject. Has conferred with an architect friend who

commented that this proposal is unrealistic, a misrepresentation.

D Purcell: Has heard a lot of good comments. Supports the project even if it is imperfect.

B Castle: Supports the project, feels the program is basically good for Burlington. Burlington is one of success

stories, have to work with developer to do it right.

M Long: Nothing in our regulations is presently preventing the development of the mall. The process is

backwards, the developer doesn’t establish the schedule. Work within the existing zoning parameters.

N Kirby: Likes old buildings, likes Burlington. She is not against repair and renovation, but is against the

height.

Resident: Honored to share comments. In acupuncture, taught that there is harmony and balance. This project

can find balance if we give it more time and consideration. Continue dialogue, revitalization, growth,

restoration. We all have a stake in this.

I Ahmed: Concerned about process and claiming once in a lifetime opportunity Need to make sure it’s the

right opportunity, need a more intense design and environmental study.

J Caulo: Support the project. While the process seems somewhat irregular, it is important that the process is

being conducted in an open manner and that it not become tainted. Boards will have city’s best interest at

heart. Urban design something that we will be proud of. Have to keep process moving try to find a solution.

T Brassard: Is in support of the project. Housing is the crux of the project. State and city are challenged,

stagnant population, need to have opportunity for younger generation. Burlington is the economic hub of the

state, consideration needs to be given to growing the population. Adding housing is the issue.

G Seidler: Cannot park on own street anymore. Mayor proposed condos on block whic are now rentals. Has

spoken to 311 people who do not know what is going on. Moved away from NYC, now will leave Burlington.

Get the model, people have no idea.

J Kilacky: Conceptually is in favor of mall with inclusionary housing, walkable downtown, Pine Street open.

Permanent jobs are needed to reinvigorate our city. The public is being asked to move the process forward in

concept.

P Binelli: Horribly insufficient wastewater treatment system. No one sees problem with adding new housing

units with sewage issues, failing wastewater system.

L McKenzie: It is imperative to vitalize our downtown. Affordable housing is an issue, tax burden is so

substantial that many cannot afford to live in town. This is just the beginning of the process.



C Long: Burlington’s population has grown. California has banned using TIF money because it was supposed

to be for public good. The proposal seems impractical, what is the city going to get out of it? We need

housing and to restore neighborhoods save the lake.

Resident: Supports the project. As a father of five kids, see real challenges ahead. Need to embrace

development and smart growth.

H Easter: Sad about this inverted, weird process for the zoning ordinance. Developer should have to convince

you why the zoning change is a good idea. Missing a view of what this looks like from Pine Street. Listen to this

process.

Resident: This is a really important process. Take a step back and listen to public even ones who are just

coming to the meetings.

Resident: No feasibility study, no model, real problem with process. Concerned about no parking.

Conceptually, this doesn’t work.

S Goodkind: Squandering a great opportunity, mall needs to be redeveloped. We shouldn’t have to oppose

this. Developer needs to conform to the zoning and work with us. Hold the line.

B Headrick: Against the height and dorms downtown. Read all the City Council minutes back to 2008. When

increased height was proposed, five people were opposed for every person in favor. 160 feet is not consistent;

let’s not ruin our city.

C Rameka: All for intelligent development downtown, but don’t do it like Hartford, CT. They have dead streets,

a dead city.

Resident: Very concerned about consistency with planBTV, TIF. Would not have voted for it if it looks like this.

People who work in mall do not live downtown. Other projects proposed affordable housing, but did not

happen. UVM students are UVM responsibility. People come here because it’s small and green.

Resident: Buildings look like 1960. Suggest we take current mall, give it a facelift, fill it with small Vermont

businesses.

P Simon: Question is height and mass. Curious to see a model of a project with the same square foot and

program within a 10 story height comparison to what is proposed, see if people like it better. Charge is to

maintain character of Burlington.

Mayor Weinberger: Not typically at Planning Commission, but wanted to hear concerns directly. Lots of

concerns, but sensing there is a need for more information. For example, the wastewater treatment capacity is

quite adequate except during major storm events when the City has such a high volume of stormwater in the

system. Improvements have been and continue to be made. Today FAQs posted on website. There was a

zoning effort in 2000s to reform zoning with a resulting lack of consensus over some issues. What came out of

that process was the City receiving a $300,000 federal grant for planBTV, marshalled by Karen Paul. It is worth

noting that Don Sinex was excited about planBTV. We’re still listening to ideas. But what we do now will define

how successful planBTV was. A lot at stake for the future of Burlington.

E Lee: Read letter submitted to Planning Commission by Councilor Shannon.

VI. Proposed CDO Amendment – Downtown Mixed Use Core Overlay

D White: Commission has a nearly complete proposed ordinance amendment, including a map for where

additional height would be worthy of consideration. Commission’s role is to judge the community’s attitude

about building height. Have set up a number of meetings in June to get something back to City Council by



early July. City Council has said they are conceptually supportive of this proposal. Upcoming meetings include a

work session June 9, a meeting June 14 and another meeting to make a recommendation to Council on July 6.

A Montroll: To confirm, if the public hearing is on July 6, by June 14th

a draft would have be ready to warn.

D White: The Commission is free to make changes to the proposal after the hearing.

A Taylor: Don Sinex will be going to NPAs for more information for the public.

D White: Distributed handout regarding model. Important element is to consider what the utility of the model

will be. 3D models are done for a variety of reasons. Model would look very different if it were to show a

proposed building within its existing context, versus current zoning versus proposed zoning. What is most

relevant to the Commission is a model of zoning buildout. Public is asking for a model of the proposed

project. We are looking for someone who can get a model developed, but not sure can get that done during

the Commission’s review. Commission can help advise on what extent for a model.

H Roen: What about the digital model that was built to show possible buildout.

D White: As a staff, we will provide a variety of information for the Commission to use, including digital.

Probably not a physical model, though.

E Lee: We will be doing ourselves a great disservice if we don’t have a physical model. Really uncomfortable

that it cannot be accomplished.

D White: We will build a model, the question is timeframe for Commission discussion.

M Tuttle: Goes back to what we can understand from the model. The Commission is being tasked with

considering the proposed zoning compared to buildout potential under current zoning. Model will likely

contain proposed project, which is not the purview of the Commission.

L Buffinton: Urge that we get every possible model. And the parking garage might need to be reexamined.

D White: The Mall team FAQ has information about garage cost.

J Wallace-Brodeur: The city has a technical team that looks at a variety of issues. Do we have access to them?

D White: The next meeting we will provide information from the tech team, a person to answer questions.

The Commission unanimously approved a motion by A Montroll, seconded by J Wallace-Brodeur, to defer the

remainder of the items to the next meeting and adjourn at 9:34 pm.

VII. Committee Reports

Deferred to next meeting.

VIII. Commissioner Items

No Commissioner Items.

IX. Minutes/Communications

Deferred to next meeting.



_______________________________________________ Signed: 2016

B Baker, Vice Chair

_______________________________________________

E Tillotson, Recording Secretary



Telephone: (802) 865-7188

(802) 865-7195 (FAX)

(802) 865-7144 (TTY)







Burlington Planning Commission Minutes- Special Meeting

Thursday, June 9, 2016 - 6:00 P.M.

Present: Y Bradley, L Buffinton, E Lee, A Montroll, H Roen, J Wallace-Brodeur, M Weinberger

Absent: B Baker

Staff: D White, M Tuttle

I. Agenda

No changes to the Agenda.

II. Public Forum

K Walkerman- Completes energy modeling professionally. Design and architecture of the building is respectful

of open space, of neighbors and to minimize visual impact of height.

B Dunkiel & J Beck- Represent the developer, available if there are questions related to Predevelopment

Agreement (PDA) or the project as currently conceived.

W Nelson- Mechanical engineer with experience with tall buildings. The sustainability of project is high because

design limits t amount of materials needed, a lot less exterior surfaces which reduces energy footprint. Prefer a

tall building setback off ROW to one not as tall, close to the street, and with few façade undulations.

C Simpson- So much to criticize, but focus on praise of existing zoning with discretionary bonuses. Proposal

gets rid of DRB discretionary process, public input and tilts the process to benefit of the developers. Urge PC to

reject proposal and retain current zoning.

III. Proposed CDO Amendment- Downtown Mixed Use Core Overlay

D White: Staff presentation on model, boundaries of the district, changes to the official map, height and mass,

urban design and other standards in the proposed amendment. Julie Campoli, member of the City’s Technical

Team, present to help discuss height and mass.

J Wallace-Brodeur: Move the model discussion after substantive issues.

D White: Proposed amendment came via Council, with an overview of what ought to be contained in the

amendment outlined in PDA. Details for boundary, urban design standards came from the Form Based Code

(FBC) committee. Purpose to facilitate implementation of planBTV by building opportunities for vertical

expansion; adding much needed housing, retail and office space; definition of streets as civic spaces;

reestablish north-south connectivity; and activate a pedestrian experience along Bank and Cherry Streets.

Boundaries

D White: Similar to what FBC Committee agreed is appropriate location for increased height.

A Montroll: Huge mistake to rely on current zoning given opportunity we have for this area. Current zoning has

some useful tools, but only looks at impact of development on site itself rather than on streetscape and

pedestrian experience. Current zoning leaves it up to developers and DRB to get design right—could have

something wonderful, or a horrible, solid wall of 105 ft buildings. FBC and proposed overlay focus on impact

on streetscape, provides clear standards for how to break up mass, height, entrances, windows, etc.

H Roen: Might even include the People’s Bank site in the boundary.


Burlington Planning Commission Minutes p. 2 Thursday, June 9, 2016


J Wallace-Brodeur: What is context for what is included in the boundary?

D White: Does not include buildings fronting Church Street, or the VT National Bank due to its historic value.

Does include BTC property, Burlington Square, Macy’s and city parking garages. Included because sites are

identified in planBTV for redevelopment, there is little historic context and they’re internal to the block.

L Buffinton: Is there a legal agreement preventing additional height behind Hotel Vermont?

D White: Can look into it. It is City’s property, so have control over what happens. Zoning does not mean it will

be developed.

A Montroll: FBC Committee focused on this area as one for greater development because no historic pattern of

development, Cherry Street view corridor retained, and Bank Street view already blocked. Committee did not

include People’s Bank because it didn’t seem to fit the pattern of tapered height. Committee didn’t specify

height because Committee was isolated from the public, didn’t want to take that step without input, and

because major deviations from zoning should occur within the PC realm.

M Weinberger: FBC perspective on area for taller heights validates the proposed overlay boundaries.

J Wallace-Brodeur: Area is most underdeveloped and appropriate for additional height. Can’t come up with a

rationale for taking anything out.

Y Bradley: Seems like People’s building should be included.

L Buffinton: Could be 105 feet if redeveloped; current zoning seems to be more respectful of Bank St.

D White: Need to consider the terminal vista on Bank St that draws people in.

E Lee: What will height look like from Church Street?

J Campoli: Church Street is not wide enough to get far enough away from building to see the height.

L Buffinton: Will there be step backs from St. Paul and Pine Streets?

D White: Yes.

Official Map

D White: Purpose to establish two 60 ft. ROW. Proposed developments which impact features on Official Map,

provide city an opportunity to acquire property at fair market value to implement city plans. If current

proposed project goes away, this change is the mechanism to guarantee street connections will happen.

A Montroll: This is very important. FBC Committee did not discuss, but it is clear from planBTV.

Y Bradley: Is purpose of jog in the roads to accommodate existing buildings?

E Lee: Official map should show what we want, regardless of project. Should create a more aligned intersection,

or be wider near intersections to provide flexibility in alignment.

D White: The proposed ROW allows for connectivity, but the jog can also help with traffic calming.

Y Bradley: Adding width comes at a cost.

J Wallace-Brodeur: What did the Technical Team say about the alignment?

D White: Much more comfortable with a road that is all at grade. Don’t recall if there issue with alignment.

Height & Mass

D White: Outlined height and FAR in proposed overlay, particularly how the maximum floor area decreases as

the height increases.



J Campoli: Study walkable cities around the country. Emphasis on streets; never paid attention to heights

because it didn’t matter as much. Looked at Google Earth for places previously visited to see how tall projects

like proposal actually are. It is about massing, street activation, options to for how setbacks occur to create less

uniformity. Setbacks aren’t necessary, but good insurance policy against bad design. Width of street, doors and

activation also important.

L Buffinton: What about shadows? If setback, get more sunlight.

D White: What are key places to preserve from shadow? All buildings will make a shadow at some point.

Typically cities regulate shadows on civic spaces.

M Tuttle: Showed a model of maximum buildable envelope in downtown under existing zoning versus

proposed zoning.

L Buffinton: How was 160 feet determined?

D White: Driven by public process and Council’s discussions. planBTV recommended effort to reconsider

zoning for downtown. This project and FBC give us something to test the ideas.

M Weinberger: Process began in 2014 with an opportunity to look at this area and share goals in planBTV.

Don’t want a specific project to drive policy decisions, but helpful to have a project to aid the discussion.

Comfortable with this tension; last 18 months City’s tech team has helped evaluate, make decisions informed

by professionals. Has been an iterative process.

M Tuttle: Commission regularly receives requests from individuals who can’t meet zoning. Proposal has a

different value to the community, but is not outside of the PC purview to receive, consider a request like this.

H Roen: Not sure would be having conversations about height if it weren’t for this project. Don’t have a

problem with the height specifically for this project, but for a zoning change, might think a bit differently.

L Buffinton: Support redevelopment, density, opening streets. Change 160 feet by-right is concerning because

city won’t get additional public good, like affordable housing in exchange.

D White: New developments inherently provide new, additional public good. Have had bonus provisions for 30

years, they’re infrequently employed because they’re seen as a burden. If development doesn’t occur, then

don’t get community benefits associated with bonuses.

L Buffinton: Tax base will not increase if TIF is being used to build streets.

D White: City desires to build streets regardless of this project. If not built as a part of this project, using TIF,

would be built using general taxpayer dollars. Doesn’t burden taxes because this project generates the revenue

to build the improvements.

J Beck: The design team held a public charrette – program has always been about mixed use, question was

what uses and how tall. As an applicant, arrived at height based on ideas from the charrette.

L Buffinton: Parking is not the driver of the height?

J Beck: Not at all.

A Montroll: Issues are what is height and how to get there. FBC Committee agreed that if there are things we

want, be direct about it. FBC does away with bonuses, but incorporates various levels of review. Could use this

model for conditions on height based on opening of streets, or proving it’s infeasible to place parking below

ground.

Y Bradley: Need to remove biases towards developers, thinking about getting something in return. Think about

what these projects mean overall for the community. More housing units by virtue means more affordable

units.



L Buffinton: Parking numbers don’t add up, Goody Clancy said it needs better design. Think parking is driving

height.

M Weinberger: Images of proposed project are consistent with massing and height, but not design guidelines.

Tech team is comfortable with height and massing, but not design. Design is important and PC’s purview to

get the design criteria right to help move project towards positive images in the packet. Concerned about

above ground parking, but largely persuaded by Goody Clancy’s images of successfully integrated parking.

Instead of discretionary and uncertain review, be more explicit about the design of a parking garage.

H Roen: Expand the requirement for active uses in the first 20 ft to upper floors.

J Beck: Airport parking on a flat site, no soil issues cost $12,000/space. UVM Medial Center underground

parking, no soil issues cost $46,000/space. Wrapping garage with buildings requires mechanical ventilation

which adds cost, and people don’t feel as safe. For natural ventilation, at least 40% of garage needs to be open.

J Campoli- How does exterior treatment impact cost?

J Beck: A wrap will drive up cost, but not as much as mechanical ventilation or underground structures.

E Lee: Don’t want a garage that looks like proposed; it won’t fit with FBC.

D White: Design standards in proposed overlay require parking on ground level to be setback 20 feet and

behind active uses, upper floors must be level, screen cars and lighting, and façade must be integrated with

overall design.

J Wallace-Brodeur: With public input and for what the project will achieve, there is a consensus that more

height is appropriate, just need to determine what height is. If this project doesn’t happen in downtown

Burlington, where does it happen in Vermont? Could debate a few stories, but project’s program is achieving

our goals at this height so comfortable with it. Street level engagement is important; if we get design right this

is a project the community will be happy with. Disappointed that the parking came above ground, but costs

are high and not sure putting it underground is worth taxpayer money. Focus on making the design of above

ground parking successful.

M Weinberger: How should we be confident that we’ll get a garage design like [the positive parking example in

image from Goody Clancy]?

D White: Reiterated design standards for parking.

H Roen: Amendment exempts parking from the design standards.

M Tuttle: Exemption only refers to providing active uses in the first 20 ft of building above the ground floor.

J Campoli: Should be careful about recessing buildings at street level. Want a canopy or temporary awning.

Urban Design

D White: Design standards require fine-grain variation in facades; vertical bays up to 65 feet wide for 150 of

building length; projection of all or some of the façade; step backs that are an appropriate depth to be used

for something meaningful, and flexible in their vertical location to provide variety; primary entrances defined

and required every 60 feet; 70% of façade as voids.

E Lee: Voids are not a term FBC used, not consistent with screening requirements.

J Campoli: Maybe different standards are needed for parking. Also, language needs to direct design so

designers aren’t putting retailers at risk, functioning doors actually used.

J Wallace-Brodeur: What happens to a side street when two buildings back up to one another and have their

primary entrances on the streets they front on?



D White: Any street needs doors that are operable during business hours, must be at least one direct

connection between a parking facility and the street.

E Lee: planBTV says pedestrian is king. Should not prioritize a convenient experience for people that drive.

M Weinberger: Some level of confidence that the façade elements from FBC are informed by best practices to

get us the design on the left. Could use some refinement to ensure parking design is right. Staff could look

into this in more detail.

E Lee: Talking about development by right; language has to be tight.

M Weinberger: By right only applies to height and mass. Design will still be discretionary at DRB.

Y Bradley: Void language seems to be problematic.

A Montroll: Point is that parking doesn’t look like parking.

D White: Purpose of urban design is to get the form right. Opportunities for discretionary relief through DRB,

except for height and FAR.

Other Elements

D White: Overlay requires that buildings meet LEED Gold design, but not required to be certified.

L Buffinton: Need to demand green buildings, but not specify LEED.

E Lee: Asking for a checklist does not guarantee implementation. Need something with teeth.

J Beck: LEED is not best standard, but most understood, definitive, measurable. Good place to start, and can be

exceeded.

J Wallace-Brodeur: Ask BED or other expert for input.

C Bates: LEED Gold is not a healthy building; health is most important and should be required.

M Weinberger: Downside of a real project is that there is a timeline for zoning amendment process. Need to

strike a balance between policy discussions and schedule. Suggest focusing input on most outstanding

elements regarding design so that it can move forward.

L Buffinton: Should prioritize issues; little details can be amended later.

Y Bradley: Need to get out of the weeds and focus on parking, height and mass.

A Montroll: Urban design standards are important, too.

IV. Adjourn

The Commission unanimously approved a motion by H Roen, seconded L Buffinton, to adjourn the meeting at

9:00pm.

_______________________________________________ Signed: 2016

Y Bradley, Chair

_______________________________________________




Telephone: (802) 865-7188

(802) 865-7195 (FAX)

(802) 865-7144 (TTY)








Regular Meeting

Tuesday, June 14, 2016 - 6:30-9:00 P.M.

Burlington Police Dept, Community Room, One North Avenue

Present: B Baker, L Buffinton, E Lee, A Montroll, H Roen, J Wallace-Brodeur

Absent: Y Bradley


I. Agenda

No changes.


B Baker acting Chair.


Deferred in the interest of time.

IV. Proposed CDO Amendment – DT/RH Zone Transition Line at George Street

John Alden: Presents a proposal to modify the zoning boundary line between Downtown Transition and

Residential High Density at corner of Peal and George Streets. Showed a massing and buildout study (3

versions) of existing buildings, merged lots under existing residential zoning, and the proposed rezoning.

L Buffinton: There are two historic structures adjacent, could they be demolished?

J Alden: The district may be historic but perhaps the specific buildings are not.

D White: Explains possible reasons for demolition and that the decision is up to the DRB.

E Lee: Would the DRB consider demolition by neglect?

D White: The zoning question is if the buildings were to be removed, which scenario would be best for the site.

Under proposal, move boundary, examples show fairly large buffers between nearby uses.

J Alden: The proposed development is not out of scale with the Pearl Street corridor. With bus station

development across the street, seems appropriate. Opportunity to do some great housing, improved with

flexibility of coverage and height. There is a plea from housing authorities to create more units.

E Lee: How would FBC affect this property?

D White: Assuming FBC is adopted, properties would be subject to that review; however, some of these

properties are currently in RH zone so unless the boundary changes, it would not apply to those.

E Lee: It doesn’t seem that green space is actually required. What is the proposed lot coverage?

J Alden: This is proposed with parking underground and would retain two areas of green space.


Burlington Planning Commission Minutes p. 2

Tuesday, June 14, 2016

Approved by the Planning Commission on DATE

D White: Presently there is a required 15 foot buffer between zones. This is not necessarily an actual proposal.

L Buffinton: Is not seeing consideration of neighbors to north affected by shading. Four and five stories is too

big, it dominates everything around it. Suggests a hybrid approach.

J Alden: He is not saying the buildout will be this large, this is just an illustration of possible massing.

J Wallace-Brodeur: It seems as if it would be better to retain scale of the RH district.

E Lee: Doesn’t support this.

The Commission approved a motion by E Lee, seconded by L Buffinton, not to entertain the proposed change,

and to retain the present zoning for these sites. Commissioners Buffinton, Lee, Montroll, Roen and Wallace-

Brodeur voted in favor, Commissioner Baker opposed.

V. Proposed CDO Amendment – Article 10: Administrative Authority & Public Standards

D White: The purpose of this amendment is to establish administrative authority which affects subdivided land,

often not actual development. Five lots or less are considered a minor subdivision. Also includes a reference to

the standards of the city engineer for new infrastructure.

B Baker: Vestigal alleys in the city are a good example.

D White: If a property line is moved now, the permit application has to go to the DRB.

A Montroll: Could staff approve a subdivision of a property into four lots?

D White: If it is just a creation of lots with no development proposed.

E Lee: Couldn’t this type of application just be on the DRB’s consent agenda?

D White: It’s about timing and complexity; for something so minor, it takes a long time.

L Buffinton: Perhaps we could scale back slightly to three or more lots, it seems as if we are raising the bar for

staff approval.

D White: We can already do a lot line adjustment, but this proposal addresses when a new lot is created.

A Montroll: Not sure if comfortable with subdivision of lots being administrative. Subdivisions seem more

significant, process should be more intensive.

J Wallace-Brodeur: Uncomfortable with staff approval if this would be creating developable lots. Would be

helpful to have examples.

H Roen: We might want to consider monumentation, we might want to have some flexibility with this issue.

D White: Suggests advancing the portions of the amendment tied to subdivision and infrastructure standards

and monumentation. Admin approval for subdivisions can be reconsidered.

The Commission unanimously approved a motion by J Wallace-Brodeur, seconded by L Buffinton, to warn an

amendment for public hearing to include the changes to subdivision and infrastructure standards and

monumentation.

VI. Public Forum: 7:15 pm

L Martin: Want more explanation on how the city benefits from the use of TIF for public streets and

streetscape enhancements. Seems that it benefits the development.




K Devine: Appreciative of the Commission for their efforts. BTC Mall site needs new life. There will be several

steps when the project returns to City Council, but it can’t move forward without the PC sending it on. Please

move this ahead.

E Morrow: Request the PC to make a formal motion and recommendation to Council that the zoning

amendment not be adopted until a physical model is in place.

J Carton: Represents the owners of Hotel VT. 100% behind development on mall site, but not of the rezoning of

the Lakeview garage, which creates an economic concern for the hotel.

K Backus: Against height of building. This zoning change would lead to more upward pressure on downtown

development. Where will they put all of the traffic? There is not a good mix of people in the building,

maintenance would be a problem. Eventually the less wealthy will be pushed out of the city’s center.

A Hannaford: Supports redevelopment of mall, does not support a change to building height.

A Lavin: Fourteen stories is beyond anything this City has done. It will not happen.

L Terhune: Understands there is a push, developers want certainty, but residents deserve loyalty by upholding

zoning. In the past DRB backed our community and was able to say no to an inappropriate plan. Don’t change

zoning so dramatically, the community has spent years forming the CDO. Just vote against this proposal.

Resident: Against the proposed height.

C Baker: Supports density downtown. Analysis points to the most important thing to sustain, is to increase

density in the central city. There is a need for housing, it is a regional issue and this is the place to do it.

Resident: Supports good planning, but the proposed is a ridiculously high building. She is acquainted with

several architects, all of whom have said the project is not well-designed. There is a need for something visual,

doesn’t understand why a model cannot be built in time.

B Headrick: In conversation with architects, set back at higher levels is important. If three towers are erected in

three areas, it will create a solid cement presence. Residences on the hill will be looking into cement towers.

The City Council looked at higher height limits in 2009 and refused to approve it.

M Manghis: The mall needs help, but it is important to speak to the town’s personality. She has had a similar

experience in a different state. The developers ran out of money and now there is an ocean front building

going to ruin. The municipality is now admitting that the project is too big. We are jeopardizing the next

generation who will be stuck with the bill.

M Bushey: Strongly supports the downtown overlay district and reconnecting the street grid. There is an

opportunity to do that now. As the Chair of DAB, look at scale and mass, bring projects into compliance.

There is sketch plan review today and there will be two more reviews. The DAB will work with the applicant to

improve articulation of the façade. Frustrated by misleading information being distributed. Feeding on

negative connotations, giving false impressions to public. Asks PC to approve and let project move forward.

G Grill: Asks PC if they believe they are charged with representing the view of the citizens. The overlay is not

just raising height, it’s what is received in exchange for height. The Commission Chair is a developer and has

suggested that we stop asking things of developers. The Mayor is trying to do away with affordable housing.

Very uncomfortable that a physical model is not available.

M Long: During sketch plan, the Boards work with an applicant to comply with the ordinance. This project

works to bring the ordinance in compliance with developer’s wishes. The Zoning ordinance is supposed to

shape the development. It is necessary to have a broad discussion. He agrees with many things in planBTV.




M Wallace: Urges the Commission to listen to the community. It is always a temptation to think that we know

what the community needs. We need to slow down the process and listen to the community. Growth, rapid

and uncontrolled is cancer. We do not want this process to be a betrayal of a contract with the community.

J Dagget: Zoning regulations exist for a reason and should be maintained.

A Petraca: Now is not the time for this establishment politics or economics. This process is rigged to benefit

the 1%.

C Messing: Don’t ask a barber if you need a haircut. Skyscrapers in NYC which were supposed to provide

housing have had no effect on housing. If the Commission is sincere about public input, microphones and

sound system should be provided at these meetings.

A Radcliffe: It is lip service to call this project a housing solution. Don’t fall into the too big to fail mindset;

consider a smaller scale and don’t give up on a model.

C Bates: planBTV says eight story buildings. One Burlington Square is 100 feet tall and about 100 feet wide.

Consider if that were repeated three times in each direction and add 60 feet on top.

VII. Proposed CDO Amendment – Downtown Mixed Use Core Overlay

D White: Model is in process. A physical model, covering about 46 acres, five by three blocks, with terrain,

existing buildings and the proposed project. Will take about another month, but expected in time for Council

to consider it.

E Lee: What is the time frame for the zoning amendment? Is it possible that it could come back to us after the

model arrives?

D White: 120 days for zoning amendment is about September 12, if the Commission forwards the amendment

to the City Council for the July 11 meeting. If City Council makes a substantive change, it must come back to

the Planning Commission. This is opportunity for feedback. The Commission can participate and provide input

to the City Council at their ordinance committee meetings.

L Buffinton: To understand true impact, we would need to see the maximum build out in a model. Should slow

the process and get all of the visuals.

D White: The digital model M Tuttle created shows maximum build out.

J Wallace-Brodeur: We need to compare apples to apples in a model. Building to building, zoning to zoning.

Are there any changes in the text of the amendment that was in this packet?

D White: Yes, to section regarding screening proposed parking and green buildings.

A Montroll: We are asked to take action to warn tonight for July 6th. Can the Commission provide a series of

comments? Not ready to say yes or no.

D White: Yes.

E Lee: Physical model needs to show existing buildings with the maximum massing of this area because there

are many buildings that may not build to the max. Don’t want to live in a Burlington of the maximum build out.

If Commission recommended not to pass the amendment, can the Council still move forward?

D White: Yes.

E Lee: There is inadequate time.

J Wallace-Brodeur: Most important issues are street level engagement, parking screening, building articulation.

It would be helpful to identify in the draft where that language is. The Commission needs to weigh in on these

to make it better.




D White: When the proposal is warned, you can continue to discuss the proposal.

L Buffinton: There are way bigger issues, height, spot zoning, concern for precedent, height increase without

benefits to the public. The proposed is a huge change to city policy, we need to look at the big picture. 160

feet is the single biggest hurdle.

D White: There is a multi-step test that the State Supreme Court has established to determine spot zoning.

This proposal does not meet these requirements. It fits the kind of development in planBTV; it’s not out of

context.

B Baker: It is important to look at the tradeoffs and what we gain as a City.

D White: The current ordinance related to bonuses has not been effective. Since 2008, we have not seen many

developments take advantage of them and provide buildings over 65 feet or housing. Zoning reconfigures

what height looks like, what it does, and distributes it in a different way.

L Buffinton: Current zoning would require more setbacks.

M Tuttle: Setbacks are replaced by much more prescriptive standards for where the massing of a building

could be.

A Montroll: It would be helpful to see something between the two examples. Height seems to be major

concern. The Mall needs good redevelopment, but mindful that Burlington is not ready for buildings that high.

We need a height more compatible with more peoples’ visions.

J Wallace-Brodeur: As much as there is concern about the height, massing is a bigger concern, issues that are

critical for us to weigh in on. Setbacks, engaging with the street, assurance that massing is appropriate.

H Roen: Comparisons under current and proposed zoning would be helpful.

L Buffinton: Should be thinking bigger picture. This could be a launching point to get into finer points of

zoning. Look at alternatives. It will result in a better and stronger project.

J Wallace Brodeur: We have done a lot of thinking about how buildings interact with the street through FBC.

Height is important, but design issues, massing, parking, street interaction are bigger.

A Montroll: FBC work on street level, interaction between building and street, worried we will lose a lot of that

by pushing up so high.

E Lee: Our job is to make a recommendation about height. If we don’t make a decision who will? The

Commission should make a non-political decision about what is right for Burlington.

J Wallace-Brodeur: Height is not a separate issue—the massing and design points are related.

H Roen: Agree with redeveloping site with more density, but a little uncomfortable with the limited time we

have to do this.

D White: After looking at regulations through FBC for last several years, not uncomfortable about height, don’t

think it is grossly out of scale. Comfortable with design standards in the proposed ordinance. Regulations will

require more vertical articulation and attention to relationship to streetscape.

B Baker: Maybe we should focus on massing and design questions, and then decide of height is right.

J Wallace-Brodeur: We need to identify sections that are the most important to focus on. We should pass on

signs, and spend time on urban design standards for street articulation, parking, building design. These should

lead to a conclusion about height.

D White: Design standards require articulation, vertical orientation. Require a first floor of 14 feet. Parking

garage designed in unity with the rest of the building.




E Lee: We have spent a lot of time talking about improved parking requirements.

D White: What are specific things that the Commission wants to talk about?

L Buffinton: Next meeting we should go through the actual ordinance.

A Montroll: We have a whole series of issues with this, not sure with time allowed that we can come to

resolution with this.

J Wallace-Brodeur: Maybe Commission should develop a memo identifying areas where language doesn’t

succeed, and list priorities and issues.

A Montroll: Dedicate the next meeting to identification of issues for City Council.

The Commission unanimously approved a motion by E Lee, seconded by A Montroll, to warn the proposed

amendment for a public hearing.

B Dunkiel: For the Commission’s next discussion, it seems that Sections 2, 3, & 4 represent 95% of what the

project is about and seem to be the items of concern to the Commission.

L Buffinton: The proposal for the mall is at DAB for sketch plan review.

VIII. Adjourn

The Commission unanimously approved a motion by L Buffinton, seconded by J Wallace-Brodeur, to adjourn at

9:14 pm.

_______________________________________________ _________________

B Baker, Vice Chair Date

_______________________________________________




Telephone: (802) 865-7188

(802) 865-7195 (FAX)

(802) 865-7144 (TTY)








Special Meeting

Tuesday, June 21, 2016 - 6:00-9:00 P.M.

Burlington Police Dept. Community Room, One North Avenue

Present: B Baker, L Buffinton, E Lee, A Montroll, H Roen

Absent: Y Bradley, J Wallace-Brodeur


I. Agenda

No changes.

II. Appointment of Assistant Zoning Administrator

M Tuttle: Ryan Morrison, Associate Planner, was hired in January. Ryan was formerly ZA in Waterbury and previously worked in western US. Successfully completed the probationary period of employment and Planning Director requests his appointment as an Assistant Zoning Administrator.

The Commission unanimously approved a motion by A Montroll, seconded by H Roen, to recommend the appointment of Ryan Morrison as Assistant Zoning Administrator to City Council.


M Tuttle: D White will have a presentation, not formal, to help answer questions about various elements of the

proposed ordinance. At the last meeting the Commissioners were asked to submit suggestions to help guide

our discussion at this meeting. Received a few questions from L Buffinton.

L Buffinton: It would be helpful to go through the amendment as written. A slide show with graphics is

helpful.

M Tuttle: The first change addresses new street ROWs in the official map, and renames to the downtown and

waterfront map. This provides language around ownership and use, gives the City option to establish public

streets.

E Lee: There is concern from the public about whether these will truly be public streets. There is a rumor that

entrances to public parking will change and uncertainty about what Pine Street is going to look like.

A Montroll: Suggests that provision of streets be a condition of development to maximum height.

E Lee: How do people feel about widening the ROW?

H Roen: This is just a ROW, it gives the city the right to acquire the street.

L Buffinton: Let’s go through the document point-by-point.

A Montroll: We need to define the goal for this discussion.

B Baker: Preparing a list of comments to send to City Council will be helpful for the public to react to.


Burlington Planning Commission Minutes p. 2 Tuesday June 21, 2016


E Lee: Not comfortable endorsing the ordinance since there is no model. Suggest sending the document to

City Council, anticipates they will send back to the Commission. The ball will be in their court.

A Montroll: We need to compose a list of comments for the Council.

E Lee: Welcome public dialogue during this work session, but not interruptions. Suggest increasing the ROW

beyond 60 feet and discuss use within it. If we were considering this amendment outside of this project, we

would want streets to have alignment. Doesn’t necessarily mean a road has to be in the ROW, but maybe

include some additional public area.

B Baker: For instance, no loading docks.

D White: The question is what is public purpose that we are acquiring these lands for?

H Roen: Strongly in favor of what is included in the ordinance.

L Buffinton: The elephant in the room is building height, need to deal with it. The ordinance says buildings

needs to be in compatibility with neighborhoods. Start with a Church Street height discussion.

D White: Rationale for this is that almost every block of Church Street has at least one building taller than 38

feet. Changes stepback measurement to be from the property line rather than the center of the street.

Intended to promote sense of enclosure and scale and strong definition to create more continuity. To create

enclosure, general rule of thumb is height of buildings along street as tall as streets are wide, which typically is

66 feet; only proposing 45 feet along Church.

L Buffinton: Necessary to pull buildings back so that light penetrates to the street.

D White: This is the purpose of the 45 degree angle created by the required stebacks.

A Montroll: One of the biggest concerns is height. The illustration show squashing the building mass so it

projects upward—looks like a wedding cake. Interested in looking at how to increase the FAR of each floor to

potentially reduce the overall height.

D White: Each time increase FAR of a floor, it creates more bulk.

A Montroll: Is not sure bulk matters that much from a distance. Setbacks/stepbacks, down on street looking

up is where they make a difference. Don’t know that squeezing gains anything. Expansion at lower levels

might allow the height to come down.

L Buffinton: Scaled across the width, thinking about in the street, looking at small houses, this will block older,

smaller houses from light and sun. Want to look at view slides 12,13 and 21 of the proposed project.

A Montroll: The graph on the left looks like an urban design, the one on the right does not.

D White: Part of this reduction is to help with sky view and ability to see through a block rather than a solid

mass.

L Buffinton: Going from 65 feet to 160 foot height is a significant change. It’s too bad this discussion is before

FBC is approved.

A Montroll: We could recommend exploring each floor plate be a little wider than what is included, and lower

the overall height.

E Lee: Feels the opposite—that taller buildings are better, increased stepping back enhances the building.

H Roen: Maybe 160 feet is too high, but think the more tiered approach is better.

A Montroll: Doesn’t now that it has to be so pushed together.

E Lee: It would be helpful to see how two different massings would compare.



B Baker: Street design, street connectivity, widening street are all tradeoffs that take away from building

square foot. Would be interesting to have setbacks that achieve same GFA but within, say, 12 stories.

E Lee: Would rather see truly aligned streets and allow a building up to 14 stories.

L Buffinton: Like B Baker’s idea but it’s not enough, setbacks are really important.

A Montroll: Proposed tiers is limiting on design and creativity. Don’t want DRB to have to be the ones to worry

about how to avoid wedding-cake buildings.

E Lee: Setback on street level on level four or five, setbacks higher up might not be so important. Would be

unfortunate to have a poor quality building because people were afraid of height.

A Montroll: We need to have a way to make this work with less controversy. Trying to be more descriptive of

what is wanted.

E Lee: Could see this building from my house. If it’s a choice of totally blocked or views between two towers,

would rather have two towers, still see water and mountains.

L Buffinton: We don’t want to be too prescriptive. Allowing architectural flexibility, overall height.

B Baker: We are looking at this as if it is one building, illustrations show differentiation between buildings.

D White: One Burlington Square is an example. The intent is to break up the mass with spacing requirements

between towers. It is critical that the façade get broken into blocks, breaking horizontal plane into different

bays with stepbacks. The building is taller but the façade articulation includes the stepback requirements.

E Lee: Want to get something done. Would rather talk about low income housing, parking and other issues to

reach a concensus.

H Roen: Doesn’t believe there is consensus on height issue yet.

L Buffinton: Want to look at views. More stepbacks are needed to reduce the sheer walls and massive bulk of

these buildings. By right question is big, and it is a tremendous loss not to address those issues through the

ordinance. The public is essentially paying for streets with TIF, we need to look at bonuses, there are hundreds

and hundreds of seniors waiting for housing every month. Seems as if we could restructure bonuses, we could

do better.

D White: This requires 20% affordable units. The extra 15% bonus has not worked. We do not need the parking

bonus, because we don’t need additional public parking.

Mayor Weinberger: It appears very few units have actually been built under present policy which is being

reviewed through a separate process; doesn’t recommend changes to IZ until that process has provided

recommendations. Going higher than 20% makes the development nearly impossible. The City Council

considered this issue also, and in the end, the vote did not include more than 20% inclusionary. The

Commission is having detailed conversations and written comments to the City Council would be helpful.

L Buffinton: Are you and the City Council exploring more ways to encourage housing?

Mayor Weinberger: The City Council has been grappling with this issue over last couple of years. There were

22 recommendations that came out of the Housing Action Plan. They support new and existing projects, will

recommit as a city to permanent affordable housing, housing trust fund has doubled, taking proactive role in

issues like Farrington’s Mobile Home Park. Lack of housing at other levels has an effect on affordable housing,

it is a contributing factor to pressure on overall affordability.

L Buffinton: Workforce housing and senior housing needed.

Mayor Weinberger: There are no subsidies for workforce housing, but no doubt that this project if built will

serve many households in this area.



D White: There is a coalition in Chittenden County advocating for more housing.

E Lee: Do we have consensus?

M Tuttle: The goal with this proposed amendment is to be more inclusive across the board, of space for

housing and jobs. Some of the previous bonuses contradicted each other in terms of our priorities for

downtown.

A Montroll: Concern is that Official Map gives City the option for streets. If development doesn’t work, we still

need to make sure that the streets open up. Find a way to require no development in these areas. The other

issue of concern is above-ground parking. If this is permitted, there needs to be a way to require

demonstration that underground doesn’t work.

B Baker: Hasn’t heard anyone opposed to opening streets.

A Montroll: Need to change zoning so that if the project doesn’t happen, someone else comes in and the City

is not in a position to buy the streets back, we need to ensure that those streets are not built over and we lose

the opportunity.

D White: Understand the concept, but need to have city Attorney’s office review.

Mayor Weinberger: That is worth reviewing, but raises some constitutional questions and not sure we can do

better than the mechanism in the agreement.

A Montroll: We see a proposal for parking on second and/or third floor and right against the street. Would

like to see some conditions saying underground is better. Or, consider putting another deck on an existing

structure. If there is a better way to accomplish the parking, would like to see a condition for that as part of

the process.

L Buffinton: Need to make sure we’re not being overly prescriptive on amount of required parking.

E Lee: Position should be that parking recommended to be underground, and if above ground it must be

indecipherable from rest of building.

B Baker: Sounds like consensus that parking should not look like parking, and that developer demonstrate that

has exhausted options for parking management plans, shared and off-site parking.

A Montroll: And that underground parking is not feasible. At least Council should consider the idea.

D White: The ordinance already requires some of those. The key issue is where it is located and how

manifested in design.

E Lee: Not married to LEED standards for the energy efficiency section, but need a standard that can be met

and measured. Need a hard line that is met, such as that the project must be registered with LEED. To be in

harmony with planBTV, the City needs the reputation that it is cutting edge, buildings should be constructed at

highest standards. This building must set an example.

D White: BED suggests that the building envelop and systems be commissioned by a third party for maximum

efficiency.

Mayor Weinberger: Appreciate the comments. The language in the original development agreement was not

strong enough, and now says that the building shall be built to LEED Gold standards.

E Lee: The language needs to be tightened up, accountability is the key. The current ordinance requires it.

The City requires a high standard. Not comfortable with idea of withholding CO if not met, but maybe

something like bonding.

L Buffinton: And we need to emphasize healthy buildings.



D White: There used to be a bonus for LEED, but it has expired. We need a high and measurable standard, and

ability to demonstrate compliance. Commissioning process affirms this.

E Lee: We have been talking a lot about massing, what is the model going to be of?

D White: It will model existing buildings and proposed building.

E Lee: Does that mean that the maximum building envelope will not be shown?

L Buffinton: We need to see what this looks like. Current proposal doesn’t show full buildout.

H Roen: Liked M Tuttle’s zoning buildout, but not helpful. Other examples would be helpful.

B Baker: This goes to an earlier point, about massing vs height. Different roof heights create visual interest.

We need to incentivize creativity rather than “max” building height.

D White: The model will be of existing buildings with a removable piece representing the proposed BTC

redevelopment. Predevelopment agreement ultimately outlined what would be modeled.

IV. Public Forum

J Robbins: When we talk about green buildings, height and density are sustainability. There are 7.8 billion

people on planet, must build up. Character of community will change here either by building up or by sprawl.

Comparison to Boulder, Colorado’s limit on building heights overlooks that they are building in sensitive areas,

replacing wildlife habitat, and that there is only 1 property currently listed for less than half million dollars.

PlanBTV indicated that we would need to change ordinances to codify the vision. Ok with stepbacks as

presented. Agree with inclusionary housing points- the requirement is tough to get built, there are technical

issues with the ordinance due to HUD rules. Project in general is good for the city, fundamentally height and

density are more sustainable.

R Montgomery: The objective side of the conversation is about zoning. The subjective side is about benefits

from this project. There are intentions to facilitate housing for graduates, families, businesses who want to stay

here in VT. This is a step in the right direction and shows willingness to adapt and move forward. Inaction is the

biggest threat.

Sharon Bushor: Clarify some statements in a memo in the packet that did not keep Commission and Council

autonomy. Staff recommendations, not City Council recommendations.

B Dunkiel: Suggest that the Commission comments to Council address the three charges required by statute—

how it fits within planBTV, how it addresses goals for housing and density, and what effect on public facilities.

R Herendeen: Author of the Boulder letter, he salutes the Commission. Need to control height because the

vision of this place is physically special.

C Bates:Highly recommends different roof heights. PlanBTV says open space, buildings with different height,

roof gardens, food gardens, street gardens, green space, parking underground. Is the mall site a brownfield?

PlanBTV supports all sorts of alternatives for parking. Think about park and rides and alternative uses for

Champlain Parkway that will bring people up and down Pine Street without need for parking downtown.

Lea Terhune: Feels that the Commission has heard us. Suggestion to limit comments to the City Council, but

feel the ordinance encourages the Commission to make broad comments. Livable City Coalition has lots of

incredible ideas for ways to get housing. Tiny houses, and incentivize accessory apartments. Renters spending

44% of incomes on housing is incorrect, the Art Wolf article corrects this.

A Radcliffe: Need to be careful about confusing the Sinex project with the zoning. Where did 160 ft and no

bonuses come from?

Laurie Stafford: Has worked on large projects. The Commission lacks tools for analysis. Not meaningful

illustrations. We live in a special place. It is good to have limitations, it doesn’t limit creativity.



V. Adjourn

The Commission unanimously approved a motion by A Montroll, seconded by L Buffinton, to adjourn the

meeting at 9:10 pm.

_______________________________________________ Signed: 2016

Bruce Baker, Vice Chair

_______________________________________________




Telephone: (802) 865-7188

(802) 865-7195 (FAX)

(802) 865-7144 (TTY)








Special Meeting

Wednesday, June 29, 2016 - 6:00 P.M.

Present: Y Bradley, L Buffinton, E Lee, A Montroll

Absent: H Roen, J Wallace-Brodeur


I. Agenda

No changes.

II. Annual Report

M Tuttle: Draft in the agenda; has a similar format to previous years with some additional information.

Planning Commission members attended 81 meetings over the year. The report addresses the work of

different committees, the Commission’s work with the City Council, and enumerates the 10 ordinances sent to

City Council this year. There is a scheduled presentation to the City Council on July 11.

D White: It is still possible to provide any additional information to staff to be included.

Y Bradley: Suggests that the Commission address this at the next meeting.


D White: The agenda packet is an outline of the amendment with the Commission’s comments from the last

meeting added. Hope to solidify the Commission recommendations and comments to the City Council.

M Tuttle: The materials identify staff recommendations on how to address Commissioner’s comments. For

some, there seemed to be consensus, particularly around items like the urban design standards. These could

go into a list of changes to make to the ordinance after the hearing. Other issues, such as height and massing,

for which there is not consensus, can be in a letter to go to the City Council. The first item in the chart is the

boundaries of the overlay and the question about whether or not to include the People’s Bank and College

Street garage sites.

L Buffinton: Hotel VT is concerned about the city parking garage, we should look at height there.

E Lee: Presented a communication from herself, Joan Shannon and Richard Deane, members of the Form

Based Code (FBC) Committee, regarding ways to bring the proposed amendment in line with FBC

recommendations. Doesn’t feel that the FBC’s recommendations are represented in the current proposal.

However, the amendment should not specifically consider any one property’s views.

Y Bradley: Communication is only from three FBC Committee members; would like other members to review.

E Lee: The authors of the letter were careful to ensure that there was no quorum; comments do not represent

the FBC Committee.

M Tuttle: Perhaps E Lee can share the comments on each issue as it comes up in tonight’s discussion.


Burlington Planning Commission Minutes p. 2 Wednesday, June 29, 2016


J Shannon: Communication reflects the original decisions of the FBC committee. This area had been reserved

for taller buildings, but it only included those buildings between Cherry and Bank- not site behind People’s

Bank. Burlington is not that comfortable with tall buildings.

E Lee: FBC committee is not finished with their work.

Y Bradley: This is a new district; it seems that these buildings should be part of the overlay. From an urban

planning perspective, why limit to such a tight geographic area.

D White: There is no historical pattern of development being disrupted; sites are internal to several blocks.

Area where higher and bigger buildings could go. Caution about how it affects the view down Bank Street.

L Buffinton: People’s building is important to the view at the end of the street. Suggest boundary doesn’t

include People’s or College Street Garage.

Y Bradley: Need to consider future planning. Not everything will be redeveloped, some buildings might be

repurposed.

B Baker: On the fence; could include these sites, but condition them not to permit 14 stories.

E Lee: Stand by the FBC Committee decision. Was a lot of give and take.

Y Bradley: Compromise and change comes with a range of opinions.

B Baker: A Montroll and H Roen may help us come to consensus.

M Tuttle: Next item is by-right height and FAR. Chart captures comments submitted by A Montroll that the

amendment should be explicit about requirements; however, notes A Montroll’s suggestions about ROW and

underground parking discussed in other meetings. Received a communication from the BTC team about these

two issues.

L Buffinton: Don’t agree with by-right height and massing. Read communication sent to Commission

regarding conforming to planBTV; elimination of bonuses, particularly for inclusionary, senior housing;

secondary schools as a permitted use; and surface parking lots built to the perimeter of buildings. Requests

that inclusionary housing and the use change be included the chart of discussion items.

D White: Bonuses have been around for three or more decades, and haven’t produced much other than some

parking. The ordinance needs to be really clear with goals stated. FBC doesn’t retain any bonuses for housing.

Inclusionary Zoning Ordinance is presently subject to a study. One question is whether to include workforce

housing, because we know including that level is more challenging.

M Tuttle: Commission discussed that standards need to be clear and measurable.

B Baker: How effective is the requirement? The Commission should not weigh in on this matter at this time.

L Buffinton: The market will dictate fancy condos; the Commission needs to be more prescriptive.

Y Bradley: Inclusionary zoning is seen as a penalty, which impacts market realities. It’s extremely hard to

provide family housing, and we need to find a way to provide all housing types.

D White: This is a complicated issue; don’t know that we will be able to answer it as part of this amendment.

E Lee: Not comfortable saying 160 feet is right height or wrong height without tools to see it, like model.

M Tuttle: This item is not about the height, but whether height is permitted by-right or through bonuses.

L Buffinton: Strike “the Commission supports by-right” because we did not vote.

E Lee: Had a discussion about legal ways to open streets tied to height. FBC included administrative discretion

for 10% height variation for changes in elevation of site. Height should be a hard line; 160 feet means height is

146 feet with 10% variation up to 160 feet.



M Tuttle: Commission agreed not ready to make recommendation on overall height, but will provide all

comments to Council. These are summarized in chart.

L Buffinton: Recommend current height limits, project within current ordinance because of planBTV. Don’t feel

this is legally justified until we have public process. Should be cautious and not let this leapfrog to other sites.

E Lee: Don’t agree. Think this area is appropriate to have higher height, just don’t have tools yet to make a

decision on what height is.

B Baker: Recommending height is our charge. We have to follow planBTV and Municipal Development Plan,

and making changes to zoning bylaws are implementing items of the plan. Good to get City Attorney’s input,

though.

D White: planBTV speaks to infill, but ambiguous on whether height should change to facilitate infill. Can

facilitate by going taller or not going taller. Statute defines what conformance is, and difficult to argue this is

no in conformance. Without the plan specifying what the height should be, have to consider the plan as one

concept.

The Commission unanimously approved a motion by B Baker, seconded by E Lee, to include all opinions of the

Commissioners including those submitted at the meeting by E Lee and L Buffinton, regardless of agreement by

the Commissioners, regarding the proposed height of the ordinance in a letter to Council.

[A Montroll arrived 7:06 pm.]

A Montroll: While FBC recommends 10% variation in height, this district is already much higher. Suggest no

administrative relief.

E Lee: 160 feet should be hard line.

A Montroll: Need to define the way the top of a building is measured.

M Tuttle: Sounds like recommendation to strike. At the last discussion, height and setbacks along Church

Street were acceptable and chart reflects this.

E Lee: There needs to be a larger discussion about Church Street.

L Buffinton: It seems as if this works, but there is no pressing need to do it now.

D White: This language came from the FBC committee.

A Montroll: Should consider it as part of the FBC review.

The Commission unanimously approved a motion by E Lee, seconded by L Buffinton, to recommend that

Council not include the proposed change to the Church Street height and stepbacks as part of the DMUC

Overlay.

L Buffinton: FAR is very confusing, what is being recommended?

D White: Existing zoning allows max 8.5 FAR. Proposed is 9.5 FAR, with limits on how it can be arranged to

create spaces that are more functional for upper levels of a building, typically windows in upper story housing

units.

M Tuttle: Items 8, 9, & 10 include comments from J Wallace-Brodeur. She raised the point that a secondary

entrance is not defined, but that none of the streets in the overlay should be considered secondary. Staff

discussed removing references to secondary, making all requirements for all facades.

A Montroll: Statement about parking design in #12 is more correct.

L Buffinton: To be consistent with planBTV, parking should be underground or completely wrapped.

M Tuttle: Suggestion was made not to permit surface parking.



Y Bradley: Green roofs, underground parking all costs money. Some surface parking is good planning.

Layering everything involves expense; someone has to pay for it. Need to be realistic.

L Buffinton: This seems like a false argument; stormwater problems and surface lots are polluting the lake.

A Montroll: On ground level, is it possible to have parking behind frontages? The core overlay area is not

where we want open surface parking.

L Buffinton: Disagree about allowing it to come to the edge of the building.

D White: The mall team has provided some information as to cost. Question is, at what point does burying

parking become cost prohibitive and how do we include that as a measure of evaluation in zoning?

L Buffinton: It’s important to think outside of the box.

Y Bradley: Don’t know it if it is always feasible for it to be wrapped. Some areas where it is not realistic; there

may be areas where office space is not wanted, such as where dumpsters and utilities have to happen.

A Montroll: Permitting needs to be dealt with at the DRB level. As planners we need to put in what we want to

have happen.

M Tuttle: Chart summarizes location and how screened. Demonstration that underground placement is

economically not feasible is difficult, but can be included in the comments. Demonstration of economic

feasibility is difficult to demonstrate and it is tricky to incorporate in language.

A Montroll: Is there a way to build it into the ordinance instead of as a condition of a permit?

D White: How do we determine the appropriate economic standard? Would need to have some really clear

standards for DRB. Have to be really specific, and don’t know of any good examples.

B Baker: Could require a parking plan that demonstrates all other options have been explored.

E Lee: Are the master sign plans consistent with ordinance work on LED signs that the Commission did?

D White: We do allow changeable message signs, and defines sizes and placement of other signs.

E Lee: Is there a reason requirements now need to be changed?

D White: Comes from work on FBC.

L Buffinton: It is important to hold this site to highest standards for stormwater performance.

D White: Per the City Stormwater team, the current standard is capturing 50% of a 1-year storm for new

development. Ordinance proposes 100%.

E Lee: Regarding green buildings, not married to LEED but it is measurable. Would change to require bonding

until confirm that it is certified.

B Baker: Skeptical of tying standards to a particular program.

M Tuttle: Need to determine what are the measurable standards we will use for compliance.

E Lee: LEED ensures accountability and is a recognized standard by the community.

L Buffinton: Needs to say something about healthy buildings.

B Baker: Sometimes Act 250 contains an engineer’s statement stating measurability.

Y Bradley: Support tying to a standard. Tying into a standard we don’t understand doesn’t seem wise. Maybe

staff can provide language.

E Lee: Could be any standard, but at least needs to be LEED or higher, measurable, and accountability.



B Baker: Some of these items are in the VT Energy Code. I don’t know anything about this program, not

comfortable with recommending it.

A Montroll: Want a high standard, but don’t know what the standards are.

E Lee: Can’t be a made up standard that staff writes. Needs to be an outside standard.

D White: Communities typically tie to something like LEED or create their own standards. LEED is best thing

that’s objective and measurable. Challenging because certification comes down the road, which is why there

was a suggestion for bonding.

C Bates: San Francisco uses three standards in their ordinances for green and healthy buildings.

Y Bradley: Refer to staff to research and give some options.

L Buffinton: Commission needs to provide comments in this chart on the issue of schools as a permitted use.

No one has mentioned, where did it come from?

D White: If you have housing associated with a school use, does it make sense to provide some space for

educational uses—classroom, lab, etc. Only way current ordinance allows for it is as a school.

L Buffinton: Is there a financial reason why this is proposed? For example, if there is an educational use

associated, then the housing units are considered dorms and they don’t have to pay taxes?

D White: Taxes are based on who owns the building, not tenants. Dorms are defined as units owned and or

operated by a school for an academic term. The relationship to academic term is what differentiates dorms and

apartments.

L Buffinton: Developer says building student housing, isn’t that a dorm?

D White: That’s just who they intend to lease to. When building housing, it needs to be functional to someone

beyond that current lease.

L Buffinton: Could condo a chunk of the building, sell to a school who could build a downtown campus with its

own housing. There is something about this that we’re not hearing. If it was a good idea, it can stay under

conditional use and it’ll get approved. Why is this slipping through? Whole mall could be a college campus,

which is not consistent with planBTV. Propose leave as a conditional use.

D White: Have these kinds of activities on Lakeside Ave in satellite locations.

A Montroll: Leave it as a conditional use.

Y Bradley: As a conditional use, gives flexibility. CCV was downtown and it was great.

D White: If it’s a matter of scale, could we consider it as an accessory? Accessory is 25% or less of space.

L Buffinton: If it is to scale, the DRB will approve. Doesn’t seem necessary to change.

A Montroll: What would a classroom be accessory to? The housing is just housing students live in. The mall has

opened up some of the vacant space for some classes and meetings. Those are good uses, but don’t see them

as accessory—it’s just a shopfront that’s being rented for a temporary classroom, but not a full school.

B Baker: Sounds like the Commission agrees on conditional use.

B Dunkiel: No ill intent. Ambiguity in current ordinance and two different definitions for labs, want to be able to

permit in a holistic process rather than have part of the project go through conditional use.

L Buffinton: Maybe we just more clearly define lab.

Y Bradley: Staff prepare thoughts for next meeting.



M Tuttle: Staff will work on refining the table. Next meeting is public hearing. Will present a list of items there is

consensus on that might be able to change in the ordinance, and a list of comments to send to Council with

the ordinance.

IV. Public Forum

Resident: Request that more thought be given to arrangement of the room to accommodate hearing

disability. Don’t want to interrupt the Commission’s discussion.

Lea Terhune: Commission should focus on public presence and make meetings welcoming. Sign on food table

is disgusting. NPA’s always feed people. Welcoming the public, setting room up differently are great

suggestions. Meetings are very educational and we leave here and educate more people. Are there rules about

members being present in order to participate in discussion? A person who can’t attend meetings should not

participate and should not be voting.

Albert Petrarcha: This is the third meeting, and there are more issues with no resolution. This is about the

morality of a project and it’s losing in the court of public opinion. All in Weinberger’s back pocket. This deal is

rigged, momentum for it has been stopped in its tracks. Should think about how not to inflame city. Each week

the chasm is getting wider between people and project.

Genese Grill: Don’t have time. This ordinance is in contradiction to planBTV. Please say no until this can be

approved responsibly. We have a petition asking people if they want this zoning change, or if they want

planBTV. Gathered lots of signatures online and outside City Market.

J.J. Vanat: First time at one of these meetings. Huge fan of bikeable, smart development. However, fourteen

stories not in planBTV. This has been super rushed and it doesn’t sit good with me. Rethinking downtown

haven’t heard about parking and traffic. Been here four years, and feel that community and culture, sunsets and

light are key to identity.

Michael Long: Working on a zoning amendment that shouldn’t even be considered. It’s ethically

questionable—amendments are not for a specific proposal. FBC has not yet been adopted. Conflict of interest

may exist with Mr. Bradley.

Caryn Long: No one uses computer labs. Would like to know about this paid committee of planning

commissioners and councilors. Have only confirmed that it included Jane Knodell and Karen Paul. This is being

rushed. Reads letter from friend lives on N. Prospect. Do not make decision in summer, not enough public

participation. Whole project is ill-conceived. Seems like staff working for Devonwood.

Amey Radcliffe: FBC not adopted. Y Bradley has conflict of interest and missed a lot of meetings. Need

clarification on what comments are going to Council. Broader question addresses L Buffinton’s comments—are

we going to pay attention to what people asked for at planBTV?

Carolyn Bates: What is going on is past imagination. Absolutely furious that summer is being ruined. Started

in 2013 to communicate with Sinex about a project. Now it’s massive and rushed. Mayor has not given enough

time and proper tools to vet. There is no feasibility plan. What do you know about Sinex? Stop this until you

have proper tools. Read planBTV and be enlightened on what it says. Have spent hours researching this.

Eric Morrow: We are all members of same community with different roles in this process. Impressed with high

level of conversation, discussion about details and substance. Should not be personal.

Barbara McGrew: Need to look at the plans. It is now up to 15 stories and 180 feet.



V. Adjourn

The Commission unanimously approved a motion by E Lee, seconded by L Buffinton, to adjourn the meeting at

9:09 pm.

_______________________________________________ Signed: DATE, 2016

Y Bradley, Chair

_______________________________________________




Telephone: (802) 865-7188

(802) 865-7195 (FAX)

(802) 865-7144 (TTY)








Special Meeting

Wednesday, July 6, 2016 - 6:30 P.M.

Present: Y Bradley, B Baker, L Buffinton, E Lee, J Wallace-Brodeur, M Weinberger

Absent: A Montroll, H Roen

Staff: D White, M Tuttle

I. Public Forum

Resident: Allegations were made about Y Bradley conflict of interest. Recusal is responsible and legal act.

Government officials must be impartial, keep town’s best interest foremost. Conflicts touch the core of people.

Commission is public body subject to open meeting law. Insist on y Bradley recusal.

Y Bradley: Will not recuse.

B Baker: There seems to be an effort to silence voices. Commission tries to listen to all. There is no conflict with

Y Bradley.

Sarah Muyskens: Support bringing housing downtown, including affordable. Smart growth in the right location.

Building Housing Together campaign asking partners to bring development downtown where density benefits

communities in multiple ways.

M Long: Conflict determined by “reasonable perception of bias or conflict”. Read a number of VT Statutes and

City Charter regarding staff participation in writing Commission decisions.

J Spiedel: Support the BTC project. UVM is supportive of housing for students and other workers, retirees, etc.;

interested in safe, affordable, well-managed housing. Personally, support jobs, new economic activity. Take

care, but support.

C Simpson: “If it ain’t broke, don’t fix it.” Need infill that doesn’t reinforce car centric lifestyle and that blocks

out the sky. Devonwood project raises question of spot zoning. 1,000 cars will overwhelm pedestrian ambiance,

students and potential educational facilities takes away from others and risks tax exemption. Project can exist

within current zoning.

J Robinson: Don’t look a gift horse in the mouth.

A Taylor: Need to create an awareness of littering, like a wellness lifestyle. Let’s do something about it.

Paul Snobble: Not against development, but way too many things going on for people to keep up with.

Unintended consequence is not enough time to figure out solutions and incorporate brilliant minds.

II. Chair Report

Y Bradley- Will use the sign in sheet for public forum. Keep comments to 2 minutes and please do not repeat.

Last week’s meeting was challenging—please no personal comments. Commission is listening and taking this

seriously. Remember weighing on the zoning, not the project.


Burlington Planning Commission Minutes p. 2 Wednesday, July 6, 2016


III. Director’s Report

Deferred in interest of time.

IV. Agenda

No action was taken to amend the agenda. However, due to time certain for public hearings, items were

discussed out of order.

V. Public Hearing: Proposed ZA-16-13 Subdivision Infrastructure Standards

The chair opened the hearing at 7:02 pm.

D White: Purpose of amendment clarifies engineer’s standards for subdivision, where they’re found, and who

has authority over them.

No members of the public were present to speak on this item.

The chair closed the hearing at 7:04 pm.

The Commission unanimously approved a motion by B Baker, seconded by L Buffinton, to forward the

amendment and the associated report to City Council.

VI. Public Hearing: Proposed ZA-16-14 Downtown Mixed Use Core Overlay

D White: Purpose of amendment is to create an overlay within the downtown to facilitate redevelopment

according to goals of city master plan and planBTV. Briefly discussed: proposed area of overlay; amendment to

city’s official map; height and massing limits; changes to Church Street; urban design standards from Form

Based Code (FBC) work including street activation, standards for parking design, and others; requirement for

LEED certification; uses for post-secondary schools; and overview of the process for approval.

E Lee: Read letter submitted to Commission regarding following VT law for holding the public hearing.

E Blackwood: Difference between report and letter. Report is required by statute is written by staff to distribute

15 days before public hearings. Commission then holds the hearing, decides whether to make changes to

report and proposed amendment, and sends to City Council. VT law was followed in the same procedures that

staff has used in the past.

E lee: And the letter?

E Blackwood: Commission has the right to put its comments in the letter, but this is not required by statute.

Letter is not related to the public hearing and does not need to be warned.

L Buffinton: Based on employer’s position on this issue, will be recused from this discussion.

Alex Liven: Desperate for jobs and growth, not part of a coalition for “don’t build anything.” A livable city

entails a rigorous democratic process. But here, people have missed bases and trying to steal home. Where is

the model? Zoning and project are the same thing. Businesses gave their support to a general idea of

redeveloping the mall, not the zoning amendment. Reads list of businesses signed in opposition; they have

exposed business to retribution. Anyone can buy zoning now. Let the city vote on it.

Genese Grill: Sad to see Buffinton’s recusal. Many improprieties, illegalities based on the hasty PDA.

Commission has not come to conclusion and raised concerns about legality and conformity; should make its

own decision without the zoning administrator. It is illegal to approve an amendment not in compliance with

planBTV. The Director wrote the Commission’s report because there isn’t enough time; the Commission is

being asked to commit a transgression against VT law.



Suki Masni: Support amendment because cost of living too high. Friends are productive members of society

and want to live here, but can’t.

Barbara McGrew: Fact that testifying doesn’t mean believe that this hearing was properly warned. How did CHT

endorsement come about? Biggest change ever, not in final form, not congruent with planBTV—vote no. Many

elements not agreed to, graphics have been misleading. PDA requires rushed process. Tell Council not just “get

it done,” but to “get it right.”

Michael Long: Pro-development, genuine smart growth. This is not smart growth, it’s hasty. If there was any

wisdom in process that led to current zoning, how can it be anything but shameful to sell out to 160 feet

without public benefits now? Developer asks and expects to receive and city scrambles to deliver. Current

zoning is enormous measure of height and density waiting to be realized. Aborts good faith public process;

redevelop with our zoning, for our community.

Carolyn Bates: Never in my life been rolled over by a design thrown at the community by a Mayor and

developer. Read communication of items to address to conform with planBTV.

Megan Eplerwood: Shared with colleagues and looked at it from a number of perspectives. Stakeholder

engagement looks bad. Hasn’t had enough comments. Based on research, high urban densities can be

achieved without tall buildings. Tall buildings disrupt pedestrian scale, vertical gated communities, problematic

for families, seniors and vulnerable populations. Reconsider and rewrite materials.

Greg Eplerwood: Cost estimates for underground parking not making it into zoning. Chart says demonstrate

that alternatives have been tested, which hasn’t been done. Distributed document of individual research on

parking construction costs, and map of above ground parking downtown. More than 20% of land in the area

that can’t be used because of parking. Draw the line and demand parking underground to reduce the height.

Meg Wallace: This doesn’t fit character. If listening to the citizens, don’t know how can approve this.

Reba Porter: Recognize need for development downtown, but process feels bad and rushed. Know that people

want what is best for City, just hope that things can be slowed down. Need to work to gain the public trust.

Tony Reddington: AARP has carefully withdrawn their endorsement. People say that there is a housing need in

the city, but 1,400 units built, under construction or planned and vacancy rate is going up. Increased the

density of the city by 14%. Need housing assistance support, not housing units.

Charles Simpson: What? Meeting to discuss an overlay district with an uncertain footprint. Why? Because there

is a desperate attempt to avoid spot zoning. Devonwood will buy Macy’s even though it’s not currently in the

overlay. How much? Commission should investigate how much of the roughly $10M for reconstruction of

streets is just to purchase the land. Suspect it’s more than its actual value.

Jay Fayette: Urge Commission to approve the district. City needs new development; this is prime spot for

greater density development with housing, office and more relevant retail. Reutilizing streets is tremendous

benefit. Need for housing won’t be met without the overlay. Masonic Temple is 125 feet; we’re talking about 35

more feet, need to keep things in perspective. What makes a city livable is jobs paying livable wages, economic

vitality, follow on development, housing choices, space to house 400 new employees downtown. Project is vital

for Burlington and the Church Street Marketplace.

Andrew Simon: Commission should flat out deny changes, and explain to Council that object to amendment

due to: by right height and density, above ground parking , student center, and failure to address stormwater.

Opponents don’t oppose all development. Urban renewal was overwhelmingly opposed, and this is same

mistake on steroids. Welcome change in city hall administration and personnel.

Phil Hammerslough: Parking keeps coming up; should get rid of parking, put it in satellite lots outside of town

and bus people in. Walkability is antithetical to putting parking in downtown.



Robert Herendeen: Zoning change result of plain vanilla planning. In a memo, Mayor linked to article on

Boulder’s growth problems. Boulder has set a height limit to see the mountains; keep our height limit to see

the lake and mountains.

Jason VanDriesch: Chittenden County growing; can happen in Burlington where great for walking and biking

rather than surrounding municipalities. Impressed by article on Boulder, particularly about issue of equity.

Zoning often used to preserve good things without recognizing the good things that are being kept out. This is

opportunity to open city for wider range of people. Encourage to move forward with changes to allow more

housing, jobs, growth in Burlington.

Phil Wagner: Would like to see change based on aesthetics, economics, sprawl and a livable city. City has

grown very little despite county growing, and now surrounded by sprawl. Only way to prevent is to have a

denser city. One reason cities fail is because they don’t have tax support, and increasing height increases

housing. Single family homes are most unsustainable human creation.

Karen Freudenberg: Participated in planning process at least once a month from planBTV to mall discussion.

Could have only hoped for what opportunity to redevelop downtown that we have today. Despite what some

say, a lot of things are broken, not working well. Downtown businesses are fragile half of the year, can’t get

people to live in Burlington, especially younger population. We all have dreams, but our tax base is too low and

relies on too few residents and business to realize them. With more tax base, we could do more of our dreams.

14 stories comes out of the process that we’ve all been a part of, and responds to what we’ve said about a

town where we want to live, not about a developer who says what he wants.

Daine Gayer: planBTV is about the future; overlay defined by 1980’s planning and Sinex’s project, not the

future. This needs to be about people, need a model and sun study, a real stormwater component, inclusion of

a 2030 energy district, car-free zone within the city. Parking is critical.

Ibnar Avilix: Is this spot zoning? Like the idea of developing the site, glad we have designs. Feel like this is

rushed. Was under the impression it was within the rules of zoning, but that changed when parking became

too expensive to bury. Could it be feasible at 80% of the size proposed? This is an issue of the future.

Chuck DeLorean: Support project and overlay zone. Commission has inclusive process, lots of good comments.

Project not without complexities. VT has high taxes, decreasing population, lack of affordable housing,

decreasing wages. Growth is essential; this has potential to transform and reenergize downtown. Overlay

district changes are fundamentally sound. Working with city to address own concerns at Lakeview Garage.

Local professionals on the team have best interest of the city.

Jeff Nick: Notion that current zoning is working is incorrect. All new growth is in suburbs. People want to move

downtown, but it is full. Mall is empty, desperately needs help. This is not spot zoning, this is smart zoning. 160

feet is appropriate in downtown core. Masonic Temple is actually 130 feet tall, built 119 years ago. Elevation

change between Bank and Church is 20 feet, meaning project would only sit 10 feet higher than Masonic

Temple.

Brian Dunkiel: It is an accurate assessment that opposition has been louder, but have also resorted to attacks

and questions of legality. As an attorney, confident the process and ordinance would be upheld. No one

debates this supports housing, debating how much. No one debates more intensive growth needs to happen

here according to planBTV, debating how much. No one debates the overlay should occur in this location,

debating to what extent. Encourage move ahead in a way that is consistent with PDA. Have litigated spot

zoning in VT, no factors exist in this case.

Kelly Devine: Nearly 10 acres of downtown is not serving us well; already have a hole in the middle of

downtown. Overlay helps us get there, a unique opportunity for future of Burlington. Not dramatic enough

difference in height to outweigh benefits it brings. BBA working to bring vibrancy off Church Street, this helps



do that. Parts of overlay about street activation are important, signage standards good for consistency of the

district. Urge to move to City Council.

Ross Montgomery: A challenge Burlington and generation faces is the retention of college grads. Ability to run

businesses and have families in Vermont is trending wrong way. This is the first step to changing in a

meaningful way. 160 feet, growth and mass don’t scare me, inaction and delays in a well-vetted process scare

me. Move forward expeditiously and see it through.

Charles Winkleman: Couldn’t afford to live in BTC even with inclusionary zoning. If this is a project worth doing,

why rush it? Why not build a model? Triumph of the City says urban growth will be more palatable when a city

defeats demons of development; haven’t done that yet. Have an underfunded school budget.

Charlie Messing: Tergiferous, look it up. Affordable housing is size of 2 parking spaces with one window, would

be a housing “project.” If we want streets to connect, need to demolish the streets. No matter what we say, you

will pass it and we will contest it.

Richard Hillyard: People want the same thing, but this has become adversarial. So many good things that have

been said on both sides. Due diligence should be done. Lots of disingenuous numbers.

Jason Robinson: Since 2002, have trained 5 UVM graduates and lost them all to DC, Boston, Hanover, and NYC.

Would like to keep employees—they need a place to live that can afford on a decent wage. Support any way to

get this done.

Melinda White Bronson: Support other’s comments. Looks like spot zoning, process feels disingenuous. Wish

Commission the best in sorting out.

Jack Daggit- Change to zoning to meet developer demands defeats purpose of zoning. If zoning needs to be

revised should be a separate process. Urge moratorium on project.

Ron Redmond: Represent the businesses that Marketplace works with every day. They believe in this process;

they’re concerned and hopeful about attracting and retaining people and jobs. If they were angry they would

be here. Encourage to go forward.

Anne Taylor: Thank you to every person in this room. City is a great place because people have decency to

stand up when things aren’t right. People forget Bernie started with proposal for a hotel on the waterfront

where boardwalk is today. There are many issues at stake. Coalition feels that they haven’t had time, but Sinex

has asked for our input for three years. Not about developer’s demands. Emphasis on urban infill for housing,

jobs and play in one place; this place is perfect for it. Coalition has quoted Boulder, but NY Times actually

talked about too much regulation dampening economic opportunity. The anti-growth sentiment stifles

economic opportunity.

Erica Spiegel: Major improvements are needed. planBTV talks about higher density but all depictions don’t look

like the proposed project. Could see a little bit taller, but proposed ordinance almost doubles the height from

standard. Project will forever change skyline—Burlington’s trump tower. Don’t make a hasty decision. Don’t like

the process being framed as long-term residents vs. newcomers and millennials.

Amanda Hannaford: Almost everyone believes that redevelopment is a great thing and agree with objectives

for what it is supposed to accomplish. Only half of people like current designs. Don’t think this has been a

transparent process even though that is what has been stated. If this goes forward as currently planned, a lot of

people will be upset.

Barb Headrick: Lots of tall buildings look like Pittsburgh smokestacks. Hideous design that can do better, but

need time. Consider what’s in planBTV. Density can be accomplished without increasing height. Last discussion

about height increases was limited to 10 stories.. Don’t approve, rewrite. Think about other ways to accomplish

density if build to current zoning. All of us have talked about better ways to do this.



Caryn Long: In planBTV, Mayor says, “planBTV doesn’t sit on a shelf. It’s a vision.” PlanBTV says taller buildings

not the answer, can more fully utilize current zoning.

Albert Petrarcha: Can millennials really afford housing in BTC? People have questions the Commission has not

thought out. Opinion on philosophy of issue: in VT presidential primary, Mayor’s candidate got only 15% of

vote because they don’t support Clinton’s neoliberalism that is same as Mayor’s. People opposed to this are

residents; people who support own businesses and are bottom feeders looking to make money.

Steve Goodkind: People want the same things. The obstacle is why it can’t be done in existing zoning. Need

evidence, not just desire.

Laurie Tucker: Support going forward. There are a lot of changes that will happen, but support because we

need to have growth for many reasons. Believe strongly in density in Burlington.

Frank Coffee: Support the project, believe it can be a catalyst for redevelopment. Planning staff works to be

innovative and works hard.

Resident: Buffinton recused due to employer’s support. Ernie Pomerleau supported before. Should be within

the bounds of a reasonable expectation for recusal of Bradley.

The chair closed the public forum at 9:23 pm.

M Weinberger: Per city charter, mayor is a non-voting member of Commission. Thanks David White and

Commission for work. Commission is doing what asked of them. Mid-2000’s effort to increase height

downtown defeated, so Karen Paul championed planBTV as a way to better resolve these issues. Mall

redevelopment, reconnection of streets clearly articulated in this plan. At time, all thought it was farfetched.

planBTV and Form Based Code have both said this area is different from the rest, an area where we would

contemplate different height and mass. Mall owner saw the plan and shared his vision with the City. Late 2014

Council approved an MOU to begin working with Devonwood to explore how it could be built. City had its own

planners, designers to advise us; took 18 months, involved the DAPAC then Council took up the PDA. This

overlay and the timeline is part of the process that was laid out in the PDA. Administration supports this project

because City where average renter pays 44% of income on rent, need jobs, space for employers that want to be

part of Burlington. It will improve walking/biking infrastructure, step forward with respect to sustainability

issues, be an opportunity to create significant new revenue for City. Current designs need modifications; if it

achieves what is contemplated by zoning amendment, it will be dramatically different. Organizations

representing affordable housing, business, New Americans, transportation issues, arts, and interfaith

community have come to support. Model will be built before City Council acts on this. Commission not

foreclosed from commenting on this, and there have been tools available. Significant step forward for the

environment through stormwater improvements, connectivity, people in multi-story buildings with modern

performance standards consuming smaller footprint. If community is serious about climate change, need this

kind of development. We stand for inclusivity, affordability but ability to be that is under threat because of

current policies and lack of supply. People aren’t being forced out in healthy, dynamic communities. Four

documents in packet. Two in statutory process—proposed ordinance and the required report. Other two are

Commission’s letter to Council and the matrix of key elements. Statutory docs are consistent with the PDA, and

hope that the Commission will vote to send to Council. Other documents to capture Commission’s opinions

need some work. Suggest discussing those tonight or at a future meeting to refine and transmit to Council to

consider.

E Lee: Didn’t have enough time to thoroughly evaluate the ordinance and Commission never made changes, so

ok with sending to Council. Commission letter needs work to accurately capture the Commission’s feedback.

Ok with sending the ordinance and report and continuing work on letter.



J Wallace-Brodeur: Commission did come to consensus on how to adequately weigh in within the time given.

Going through the ordinance line-by-line was not timely, so weighing in on things important to us through

letter was agreed upon. Different than normal process, but it is the best we can do.

B Baker: Voting now to send with statutory report allows Council to review in a deliberative way. Commission is

technical ones that chop apart the ordinance to make it work. Support the construct.

Y Bradley: Support idea. Doing what Council asked and providing well-thought out feedback. Haven’t had the

opportunity to discuss the feedback.

The Council unanimously approved a motion by B Baker, seconded by J Wallace-Brodeur, to send the

proposed ordinance and required report as written to Council.

E Lee: Make this item only one on next agenda to provide time for reflection.

D White: Letter is a draft; please mark up and send in advance so staff can incorporate comments.

Resident: If Buffinton recused, so must Bradley.

J Wallace-Brodeur: Buffinton chose to recuse because of conditions of her employment.

Genese Grill: Did the Commission approve the amendment?

J Wallace-Brodeur: Took action to send to Council.

D White: The Commission doesn’t approve zoning amendments, they make recommendations to Council.

Action was to send to Council.

Y Bradley: Letter includes Commission’s thoughts and public comments. The ordinance is what Council asked

the Commission for.

Genese Grill: The Commission is saying it’s in compliance with planBTV?

E Lee: Approved the report, which talks about broad policies in our plans. Commission also sending a letter

with specific suggestions/comments. Have time to work on the letter.

VII. Annual Report

The Commission unanimously approved a motion by E Lee, seconded by B Baker, to sign and transmit the

annual report to Council.

VIII. Adjourn

The Commission unanimously approved a motion by J Wallace-Brodeur, seconded by E Lee, to adjourn the

meeting at 10:05 pm.

_______________________________________________ Signed: DATE, 2016

Y Bradley, Chair

_______________________________________________




Telephone: (802) 865-7188

(802) 865-7195 (FAX)

(802) 865-7144 (TTY)







Burlington Planning Commission

Meeting Notes

Tuesday, July 12, 2016 - 6:30-8:30 P.M.

Conference Room 12, City Hall

Present: Y Bradley, B Baker, E Lee

Absent: A Montroll, H Roen, J Wallace-Brodeur

Staff: D White, M Tuttle, E Tillotson, E Blackwood

I. Agenda

There was no quorum of the Planning Commission. Therefore, the Commission held a public forum rather than

a discussion of items on the agenda.

II. Public Forum

Frank von Turkovich: Regarding next week’s public hearing on the rezoning of Fletcher Place, Commission

should know he and neighboring property owner, N Reid applied to city change lot lines. Distributed map

showing change to lot lines requested, which should resolve issues the Commission had in discussing this map

change.

Sharon Bushor, City Councilor: Will there be a notification to adjacent owners regarding this new information?

D White: The public hearing for the zoning amendment is warned for next meeting. F von Turkovich’s

application has been submitted; other than posting of the “Z” Card, no notification to adjacent owners.

Suki Rubin: Trying to follow [DMUC] process, but concerned as a full time resident. Has done own due

diligence since 2014, but with major proposals over the summer, and the lack of quorum, it makes it difficult

for everyone. The project is happening in my back yard and have supported it, but it seems as if railroading is

going on and now don’t trust the process.

Y Bradley: Commissioners have jobs and vacations; sometimes conflicts come up. Commissioners who came

were expecting a quorum.

B Baker: Struggling with one resignation and two preplanned vacations.

Eric Morrow: Excited about the model being built; is it on track to be delivered next week? Will it be displayed

in a public space?

D White: Not a hard date for delivery, but on track and will be here in time for the City Council hearings.

Ibnar Avilix: Public comments need to be tied to decisions as they were in planBTV, tallies of comments to

specific subjects. The amendment seems to being pushed for economic reasons. Project needs more work

before asking for the maximum. If parking not underground, need to see numbers. We’re being asked to trust

that project works without numbers, and the general public seems to outnumber persons who are for the

project.

Y Bradley: In a normal zoning amendment process there are hearings, input, and an amendment is delivered to

City Council. In this case, City Council moved a request for an amendment forward to the PC; asked for


Burlington Planning Commission Meeting Notes p. 2

Tuesday, July 12, 2016


language so that the Council could move the process to next step. As a result, the PC will provide comments

individually, not as a Commission recommendation. This was a very unusual request from City Council. The

Commission does not always agree on decisions, but comes to compromise and understanding; these are

issues the Commission will need to repair in its working process going forward.

B Baker: Every time the City Council has asked the Commission for something, we provide it. Commission is

advisory to the City Council, and takes it very seriously. The City Council has the tough job.

S Rubin: What is the difference between zoning language from the Commissioners for City Council, and the

language of the public discussion?

Y Bradley: Some Commissioners will provide their own opinions to the City Council. There is perceived conflict

around my position, so will not opine. The Commission was not asked to provide their opinion, but rather, the

amendment text. .

Caryn Long: Thought the PC worked together in recent meetings and would present recommendations as a

Commission for zoning changes. Wouldn’t Commission normally do that together? Concerned about the

original proposal, letter from staff. Thought tonight the PC would put together the last details. Why is this

different from the usual process?

Y Bradley: Because it comes from the City Council.

E Lee: Council gave the PC parameters and said this is the timeline.

B Baker: At beginning of process there was funding that supported independent advisors and a Committee

with two City Councilors and two Planning Commissioners were tasked to evaluate this determining what are

the trade-offs. Looked at whether the things the City gets are worth the detriments? That’s the debate.

Steve Goodkind: State statute discusses where an amendment can originate. If voters endorse and it gets

passed on, it moves forward as if an individual presented it.

D White: City Council has the same authority to ask the PC to consider amendments. When amendments are

sent by Council, they can limit PC role to making corrections to incorporate state statutes, local ordinances.

Robert Heredeen: PC doesn’t appear to have much power and ok with it, but freaking me out.

E Lee: Some Commissioners have had a lot of criticism; there has been a lot of debate, and sending City

Council comments. The PC has a powerful voice in process.

B Baker: Technically, the Commission could stop now; they have fulfilled their charge by sending the

ordinance. But want to send comments.

E Lee: PC could have used our positions to kill project. Have been asked to present language to the City

Council; PC could have chosen not to send language forward.

D White: According to statute, PC has to have a public hearing and that is it.

Richard Hilliard: From the start, has been interested in due diligence, he hasn’t seen it from the City Council

president. Did research and found information that D Sinex was CEO of a tech company in Holland, which filed

for bankruptcy in 2015. Ought to be some sort of forensic investigation as to economic stewardship. Don’t

think the public knows this, but the Mayor must know about this since he has done due diligence.

B Baker: The Commission’s role is not economic analysis. That is a critical piece that has to be evaluated at

some point, not a Planning Commission charge.

D White: Only the zoning portion is for the Commission.

R Hilliard; There is a lot going on, seems appropriate to ask the City Councilors and the City Attorney.




S Bushor: Key question when considering the PDA was, whether the vote was going to bind the hand of the

Planning Commission. Concerned about autonomy in the zoning amendment process. Don’t see this as spot

zoning even if public does. As a community we want to allow some growth and change in downtown. As a

Councilor, value PC’s expertise; bring forward what seems to be right for city. Commission is immersed in

planBTV, the City Council and the public are not as much. Council needs the comments to give the public as

much information as possible, and understand all positions on this issue.

E Lee: Three of us have drafted comments which are in the minutes.

D White: Next week we should have the draft that was started which incorporated some Commissioners

comments; edits will contain comments of other Commissioners.

M Tuttle: Public hearings for the statute of limitations and Fletcher Place are on the agenda for next week.

Y Bradley: Suggest sending comments by email.

E Blackwood: Comments can be sent to David, but no back and forth communication is permissible on email.

D White: Will provide to the City Council the full range of comments from the Commission.

B Baker: Council would like to see vote from the Commission including positives and negatives with comments.

Y Bradley: Must keep in mind that it is not the project, but the proposed overlay, which is the subject.

Conversation will continue into the next meeting.

E Morrow: At the public meeting preceding the PDA, remembers that the height was not decided and there

would be a process involving community to determine height.

Y Bradley: PDA evolved until the time of signing.

B Baker: The City Council makes their own decision, but takes our input, we should be weighing in.

D White: Question becomes how much time the Commission spends trying to come to consensus when

Council has already provided input on what should be in it.

E Lee: Can we postpone the public hearings coming up?

Y Bradley: Perhaps keep them, but let people know they will be limited and continued at another meeting.

E Blackwood: Can cancel, or keep it and continue.

D White: It appears it might be best to cancel the public hearing and reschedule it.

Karen Paul, City Councilor: Early on in process, received a legal opinion that this was not spot zoning. Council

sending PC ordinances is not unusual; perhaps more controversial, but not unusual. Upsetting at the City

Council meeting last night, and at several Planning Commission meetings, that upset community members

have singled people out and criticized them. People are doing this as volunteers, devoted their life’s work to

planning City’s future. Wouldn’t have planBTV without D White. This is not the way we should treat each

other—we don’t treat people that way, it is not right to treat us that way. David does a great job, lucky to have

him. City Council appointed you because we want your comments, insight, talent, expertise, experience. The

City Council could have chosen to keep with the ordinance committee until absolute last minute under PDA.

Chose to bring it back to City Council for discussion, because this is the most open way we can do it. Glad that

motion passed last night, glad public is involved, and hope it will be respectful.

R Hilliard: Naïve if we didn’t think that there was a project driving this initiative. Take S Bushor’s point that the

public is the Trojan horse for all battlements to follow, sets precedent. Very difficult for public to separate the

zoning and the project.




B Baker: Typically get amendments and don’t have a good idea what we’re looking at. Since there is a project,

more tangible, easier to debate.

B Dunkiel; Has spent a lot of time with all versions of materials for public comments, thinking about what

would be most valuable for Council. The real weight of PC thoughts is through consensus, but sometimes can’t

do that. Five issues for consensus: height, exact boundaries, official map alignment of streets, FBC design

standards including by-right concept, green buildings. Amount of inclusionary housing not a PC issue.

R Herendeen; still reacting to issue of PC autonomy. Does the Commission believe it is within their purview to

just say no to a zoning amendment?

E Lee: The Commission could have responded saying it does not conform to planBTV.

S Bushor: Doesn’t believe the Commission could just say “no.” Council asked for an ordinance.

E Blackwood: The PC job is not to approve an amendment, PC is to review and submit comments. They could

say that they don’t endorse.

B Herendeen: In environmental situations, sometimes it is possible to say “no action.”

Y Bradley: All agree that something needs to be done.

D White: The Commission could have voted unanimously to send it back to the City Council with the

recommendation not to endorse it.

C Long: City going to be challenged by a developer with spot zoning claim. Are we opening up a can of

worms? Did the PC write the letter that warned the meeting? E Blackwood works for Miro, D White works for

Miro. Council has a signed agreement that created huge pressure. Would like to know if there is hired expert

staff? Saw a report from staff that it’s not possible to connect Pine Street. Is it worth doing this when street,

sidewalks, schools are in disrepair?

B Baker: The Planning Commission appoints its own director. D White does not work for Mayor.

E Lee: Got the letter Friday before the meeting, at first was a little outraged thought opinions were being

misrepresented. E Blackwood explained process that every other zoning amendment has been done that way.

Could have delayed until we rewrote the letter, but did not have a problem with the way it was written, and

delaying a hearing and rewriting the letter wouldn’t have given new information or changed opinion. Should

let the letter issue die.

M Tuttle: There was a draft letter in the packet of comments that Commission decided to send as a supplement

to the amendment. This is not required by statute. What is required by statute, is a PC report regarding a bylaw

change. It is a long-standing practice that staff prepares this report and sends it to all adjacent communities

when a hearing is warned, and PC reviews it after their hearing. This has been the same process for every

amendment the PC moves forward.

Y Bradley: The cost of constructing streets is not what the PC does.

D White: The report C Long mentions was regarding a proposed design that is more than a year old, when a

road underground was proposed. The proposal for connecting Pine Street has changed. However, it is not the

PC responsibility for those kinds of details.

B Baker: One of the things PC can do is say “if you want this” then do “this.” Traffic experts will debate those

issues. The Design Advisory Board, Design Review Board, Conservation Board takes our rules and interprets

them and decides if they’ve been met.

Y Bradley: DPW will weigh in, too.




S Rubin: If this isn’t the forum to ask questions, do we have to go to all of the different boards? Developer at

Westlake didn’t do affordable housing because couldn’t do it because of cost. How does that happen? If we’re

barking up the wrong tree, then who do we go to?

B Baker: The ordinance describes when there is relief from requirements; ordinances are different now. PC job

is to see there aren’t unintended consequences.

I Avilix: Confused about going by-right to 165 feet.

Y Bradley: It is 160 feet.

I Avilix: So are we dropping the bonuses? If so, then a change to inclusionary units is part of the discussion.

D White: Inclusionary housing applies to the whole city. Bonuses say that for every 5% more units than

required, get additional height. Only recommending eliminating bonus, no change to the requirements.

I Avilix: So we’re losing units we could get through the bonuses.

D White: Saying losing assumes that it is practical and economical to build more than required. If we don’t get

housing development, we don’t get inclusionary units.

S Goodkind: But the bonuses will still apply in the rest of the City.

M Tuttle: It is required city-wide, but is only a bonus downtown.

I Avilix: It is good to have more clarity around that.

III. Report of the Chair

No report.

IV. Report of the Director

No report.

V. Proposed CDO Amendment – Downtown Mixed Use Core Overlay

VI. Committee Reports

No reports.

VII. Commissioner Items

No Commissioner Items

VIII. Minutes and Communications

No action was taken to approve minutes and communications.

IX. Adjourn

The chair called the meeting at 8:21 pm.

00167135.DOCX

1

Predevelopment Agreement This Predevelopment Agreement (“Agreement”) is entered into as of , 2016 by and between the City of Burlington, a Vermont municipal corporation (the “City”) and BTC Mall Associates LLC, a Delaware limited liability company (“Owner”). Each is referred to individually as a “Party” and collectively as the “Parties.”

Background

A. Owner owns the real property numbered 49 Church Street, Burlington, Vermont, Parcel No. 044-4-004-000 which is improved with a retail shopping mall known as “Burlington Town Center”, and the real property numbered 75 Cherry Street, Burlington, Vermont, Parcel No. 044-4-033-000, which is improved with a parking garage (together, the “Property”).

B. The Burlington Town Center mall opened in 1976 under the name “Burlington Square Mall” in conjunction with 1960s-era urban renewal development in the City of Burlington. While the existing mall originally expanded the retail base of the City’s downtown, for several years it has been a chronic underperformer economically. The site is also a barrier to north-south connectivity, and has precluded the growth of a vibrant street life on Bank Street and Cherry Street.

C. The City has undertaken a community planning process known as “planBTV – Downtown

& Waterfront Master Plan” (“PlanBTV”), which contemplates the redevelopment of the Property in a manner that would utilize the Property more intensively in order to infill downtown development and provide more active street-level uses, and which would include a mix of affordable and market rate downtown housing, retail and services, and would also restore and/or improve connectivity to the urban grid along Pine Street and St. Paul Street.

D. Pursuant to a resolution adopted by the Burlington City Council on December 14, 2014,

the City has established the Development Agreement Public Advisory Committee to oversee a public input process with respect to the proposed redevelopment of the Property, and to work closely with technical consultants and Owner in connection with the redevelopment of the Property.

E. Owner desires to redevelop the Property substantially in a manner that aligns with the

vision set forth in PlanBTV, as described and depicted on the plans, drawings and other materials included within a 42 sheet plan set entitled “Burlington City Center, Technical Review Set – Parking Above Grade” prepared by PKSB Plus Architects and dated December 23, 2015, a copy of which is attached hereto as Exhibit A and made a part hereof (the “Plan Set”), as revised by Concourse Level Plan Sheet A-102 dated February 24, 2016, by Plaza Level Plan Sheet A-103 dated February 24, 2016, and by the height and massing reductions to the Cherry Street portion of the Project shown on the drawing

00167135.DOCX

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labeled “Alt Proposal”, copies of which are attached hereto as Exhibit B and made a part hereof (the “Revised Plan Sheets”).

F. Owner’s proposed redevelopment of the Property contemplates a two phase project containing approximately the following features and characteristics (the “Project”) (all numbers are approximations and the specified uses that are planned as of this time and set forth below are subject to change and modification by agreement of the Parties as described in more detail below):

• Not more than 274 residential housing units (collectively measuring ±307,000 sq.

ft.), including a mix of unit sizes and including both market rate and affordable (i.e., inclusionary) housing units in compliance with the requirements of the City of Burlington Comprehensive Development Ordinance (the “Zoning Ordinance”), as it may be amended, and in compliance with the definition of a “priority housing project” under 10 V.S.A. § 6001(35) (i.e., Act 250).

• ±17,700 sq. ft. of rooftop open space as a tenant amenity. • ±340,000 sq. ft. of Class A commercial office space, with ±264,000 sq. ft. of such

space constructed as part of Phase 1 of the Project, and the ±76,000 sq. ft. balance of such space constructed as part of Phase 2 of the Project.

• ±246,000 sq. ft. of first class retail space, designed to attract a mix of local,

regional and national retailers and restaurants. • ±15,500 sq. ft. of indoor daycare space designed for an early childhood

development center tenant, together with ±15,000 sq. ft. of outdoor daycare space. • Owner shall provide a community space measuring at least ±5,000 sq. ft. for use by

community and/or civic groups during normal business hours and pursuant to rules and regulations adopted and published by the Owner.

• A ±925 space parking garage (measuring ±353,000 sq. ft.), including the provision

of covered bicycle parking facilities. • The re-establishment of St. Paul Street as a 60 foot wide through, public street

running between Bank Street and Cherry Street, featuring a high level of street design including: wider sidewalks; street trees; premium pavers; street lighting; storm water features, sub-surface utilities and infrastructure; and the creation of multiple entry points into the retail and other spaces within the Property from the street, all in accordance with plans and specifications to be agreed upon by the Parties, and subject to the rights of third parties not affiliated with Owner or the City, such as adjoining property owners. The Parties will cooperate in good faith to resolve or eliminate any such third party rights to the Parties’ mutual satisfaction.

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• The re-establishment of Pine Street as a 60 foot wide through, public street running between Bank Street and Cherry Street, subject to the existence of the building numbered 100 Bank Street, featuring a high level of street design including: wider sidewalks; street trees; premium pavers; street lighting; storm water features, sub- surface utilities and infrastructure; and the creation of multiple entry points into the retail and other spaces within the Property from the street, all in accordance with plans and specifications to be agreed upon by the Parties, and subject to the rights of third parties not affiliated with Owner or the City, such as adjoining property owners (the “Pine Street Connection”). The Parties will cooperate in good faith to resolve or eliminate any such third party rights to the Parties’ mutual satisfaction.

• The “activation” of Bank Street and of Cherry Street between St. Paul Street and

Pine Street, including (in both instances) a high level of street design including: sidewalks within the public ROW (but wider than those currently in place); street trees; premium pavers; street lighting; storm water features, sub-surface utilities and infrastructure; and the creation of multiple entry points into the retail and other spaces within the Property from those streets, all in accordance with plans and specifications to be agreed upon by the Parties.

• A rooftop observation deck made available to the public.

• The re-establishment of St. Paul Street, the activation of Bank and Cherry Streets,

and the construction of the Pine Street Connection (all as more particularly described above) are collectively referred to in this Agreement as the “Public Improvements”, and the balance of the Project elements described in this Agreement are referred to as the “Private Improvements”.

G. Owner and the City desire to enter into and memorialize certain agreements to reasonably

facilitate Owner’s construction of the Project substantially in accordance with the Project schedule referenced below.

H. Owner has obtained a commitment from the University of Vermont Medical Center

(“UVMMC”), pursuant to which UVMMC has agreed to lease certain commercial office space as an anchor tenant, provided that Owner is able to meet certain milestones described therein, and that in the event that the Owner is not able to achieve such milestones according to the timeline set forth therein, then UVMMC has the right to terminate its commitment to lease the commercial space.

Now therefore, in consideration of the covenants, considerations and mutual benefits set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the City and Owner agree as follows:

1. Phasing; Project Schedule; Market and Feasibility Study.

a. In an effort to mitigate and minimize both the construction time and the disruptions

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associated with a large construction project—such as noise, traffic and general community disruptions—the Project consists of two overall phases, referred to as Phase 1 and Phase 2. Phase 2 consists of the renovation of the existing retail space within the portion of the Property bounded by Church, Cherry, Bank and St. Paul Streets, the renovation of the Church Street entrance to the Property, and the construction of ±76,000 sq. ft. on such portion of the Property, contemplated to be of Class A commercial office space. Phase 1 consists of the balance of the Project, including all housing, parking, and Public Improvements. Owner desires to commence construction of the Project on or before January 1, 2017. Nothing herein shall preclude Owner from revising Phase 1 or 2 to add or modify uses of the Property in a manner consistent with the applicable zoning ordinance then in effect.

b. Owner anticipates completing Phase 1 of the Project in sub-phases in accordance with the Project Schedule attached hereto as Exhibit C and made a part hereof (the “Project Schedule”). Each Party agrees to use best efforts to cause the Project to adhere to the Project Schedule, with the understanding that each Party’s ability to timely perform under this Agreement may be contingent on the other Party’s timely performance, or on timely performance by one or more third parties (including, without limitation, independent political bodies of the City of Burlington) over whom the Parties have no control.

c. Within one week of the full execution of this Agreement, Owner shall provide the City with an organizational chart for BTC Mall Associates, LLC which shall, without limitation, clarify the relationship between Donald F. Sinex and Owner. Prior to August 1, 2016, Owner shall provide the City with copies of any market studies and feasibility analyses prepared for the benefit of Owner’s Project lender(s) and/or investors and available to Owner. The Parties agree that such reports customarily include data that analyze whether a market exists for the retail, commercial and residential components of a project, and whether the anticipated market demand for the retail, commercial and residential components of a project is sufficient to support the anticipated costs of developing, constructing and operating it. If market studies and feasibility analyses satisfactory to the City are not provided to the City by August 1, 2016, then Owner will provide the City with an amount of money, not to exceed $20,000, for the purpose of allowing the City to hire an independent third party to conduct such studies and analyses, subject to a reasonably agreed upon scope of work. The City shall provide a copy of any such studies and analyses to Owner and reimburse Owner the amount provided by Owner for the studies and analyses at the closing of the City’s acquisition of the real property interests in St. Paul Street and Pine Street. In addition, Owner agrees to work cooperatively with EconNorthwest, or with another member of the City’s third party technical team reasonably satisfactory to Owner, to provide customary financial underwriting information regarding the experience, qualifications and financial capability of the Owner and its principals, and their capacity to execute a financing plan for the Project (meaning to include equity sources, debt sources and associated financial sureties), together with information substantiating Owner’s leadership of an investment and development team, including architects, engineers, attorneys, contractors, investors and lenders, capable of designing, financing, constructing and operating the Project. The Parties agree to cooperate as needed to facilitate the completion of these disclosures and assessments, including appropriate treatment of proprietary or confidential information. If the City, acting upon the advice of its advisors, is not satisfied with the results of such disclosures and assessments, then the City shall have the right to

00167135.DOCX

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terminate this Agreement.

d. Owner and the City agree to work together in good faith to provide timely communications and other information concerning Project construction, such as potential disruptions, to current mall tenants and neighboring property owners affected by the construction of the Project and to take such steps to mitigate potential construction impacts on such tenants that can reasonably be expected to be effective in mitigation such impacts; provided that nothing required herein shall alter or delay the timeline or the construction schedule for the Project.

e. In the event that UVMMC terminates its commitment to lease commercial space at the Property due to the City’s failure to meet a milestone established by the UVMMC commitment referenced above, then Owner shall be entitled to terminate this Agreement by delivering written notice of termination to the City. 2. Sustainability; Additional Project Features; Design Modifications.

a. In addition to incorporating the Public Improvements and Private Improvements substantially as described above, Owner agrees that: (i) the final plans and design for the Project will accommodate and support alternative forms of transportation, including the use of bicycles, car- sharing, mass transit and other progressive concepts; (ii) the final plans and design for the Project will include the installation of rooftop solar photovoltaic electric generation infrastructure subject to Owner’s receipt of regulatory approval from the Vermont Public Service Board and to Owner’s entry into a reasonably acceptable interconnection agreement with Burlington Electric Department; (iii) the Project will be built to the standard of LEED Gold certification and Owner shall use reasonable efforts to obtain such certification, and shall strive to achieve the energy reduction goals outlined in the “Architecture 2030 Challenge” and shall provide the City with periodic updates regarding such efforts; (iv) the final plans and design for the Project will incorporate City-approved public art installations that are reasonably satisfactory to the Owner; and (v) the final plans and design for the Project will incorporate accessibility features in accordance with applicable law.

b. Owner agrees that the Project shall include at least 270 residential housing units. Owner intends to provide a mix of housing unit sizes, designs, and costs meant to attract a mix of tenants as contemplated in PlanBTV. Owner intends to provide housing primarily as rental units but may offer some units for sale. Owner agrees to provide the City with an opportunity to review and comment on the unit design mix and the unit size mix for the residential component of the Project, as well as the unit location for the inclusionary and student housing units and the mix of rental and any ownership units, for conformity with the goals of PlanBTV, provided that Owner shall have complete discretion and shall retain final control over such issues. Without limiting the foregoing, the Parties acknowledge that the Owner has entered into a preliminary Letter of Intent with Champlain College to provide, through a Master Lease, apartment units for the exclusive purpose of serving as student housing for its students (hereinafter “Champlain Student Housing”). Owner agrees that the Master Lease for the Champlain Student Housing shall be for a term not to exceed 15 years, and that at the end of such term the Owner shall not renew or extend the term of the Master Lease for the Champlain Student Housing (or for any other master-leased student

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housing) without the prior written approval of the City acting through the City Council. Owner additionally agrees that the Champlain Student Housing component of the Project will include not more than 80 units and shall either be managed by Champlain College, or it shall be appropriately managed either by Owner (or its affiliate) or by a property management company with experience and a proven track record managing student housing. Other than the Champlain Student Housing referenced above, all other forms of purpose-built or master-leased student housing shall be subject to the review and approval of the Burlington City Council. Nothing contained herein limits the availability of other housing units in the Project for occupancy by individuals, including, without limitation, those who may be pursuing full or part time higher education, seniors or work force members.

c. In addition to the affordable, or inclusionary, housing to be included as a component of the Project (as described in the Background section to this Agreement), Owner shall endeavor to develop some “workforce housing” as part of the residential component of the Project, “workforce housing being that which targets households with incomes between 80% to 120% of the median income for the Burlington/South Burlington MAS, adjusted for household size. The City agrees to use its diligent, reasonable and good faith efforts to support Owner’s efforts to apply for and obtain finance subsidies and Low Income Housing Tax Credits that are normally available from either the State of Vermont or the U.S. government to qualified Vermont development projects that include Affordable Housing and/or Work Force Housing, such as that which this Project intends to offer.

d. Owner agrees to revise the Plan Set to be consistent with the Revised Plan Sheets, and agrees that the plans submitted to support permit applications for the Project shall be consistent with the revised Plan Set, subject to the other provisions of this Agreement. Owner further agrees to revise the Plan Set to remove the aerial walkway depicted over St. Paul Street, provided that nothing herein shall constitute a waiver of Owner’s right to seek construction of an aerial walkway over St. Paul Street in the future, provided that Owner is able to obtain necessary permitting.

e. Owner agrees to use reasonable efforts to utilize Burlington Telecom residential and commercial services if such services are available to the Project on the time-line described herein and such services are available on terms and conditions that are competitive with other similar services on a commercial and residential basis.

f. The City acknowledges receipt and review of satisfactory three dimensional, 3D animated, and photo-realistic, simulated images and perspectives of the Project taken from various vantage points in and around downtown Burlington to facilitate the City’s assessment and evaluation of the Project height and massing that Owner has proposed, and the City reserves the right to further review such materials and to reasonably request additional materials for further evaluation. 3. Municipal Zoning.

a. The Parties acknowledge that as presently designed, the Project could not be

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approved under the terms of the Zoning Ordinance because, among other things, it exceeds applicable height and setback limitations. In order to construct the Project, Owner will require an amendment to the Zoning Ordinance to establish a new overlay district within that portion of the City of Burlington that includes the Property, within which a Project that is consistent with the Plan Set could be developed without exceeding applicable height, setback and other requirements.

b. Owner and the City agree that the present Project design, as reflected on Exhibits A and B, needs further refinement to take into account the Parties’ concerns regarding certain aesthetic aspects of the Project design, specifically including the uniformity of mass and of the skyline, façade articulation and design, and the location and design of vertical step-backs, and that Owner and the City are in the process of negotiating revisions to the Project design to address the Parties’ concerns. The Parties acknowledge that the zoning amendment referenced above will include prescriptive design standards and requirements with regard to the uniformity of mass and skyline, façade articulation and design, the location and design of vertical step-backs, and primary and accent façade materials used in the Project. The Parties agree that the Project would conform with the Zoning Ordinance if the Zoning Ordinance were amended substantially in accordance with Exhibit D attached hereto and made a part hereof (the “Zoning Amendment Summary”) and the Project design were modified to conform with the requirements of the Zoning Amendment Summary. Notwithstanding the foregoing, the Parties agree that the Project design reflected on Exhibit A as modified by Exhibit B is acceptable regarding the overall square footage and floor area ratio (FAR) of the Project, and that the uses described on Exhibit D are acceptable.

c. The City shall support an amendment to the Zoning Ordinance which will permit the lawful development and use of the Project, subject to standards and criteria to be developed in consultation with Owner including, without limitation, the design criteria set forth in the Zoning Amendment Summary. The City, acting through the Office of the Mayor, shall use diligent, good faith efforts to (i) submit, or cause to be submitted, in writing to the City Planning Commission such an amendment to the Zoning Ordinance within ten (10) days of execution of this Agreement and (ii) obtain final legislative approval of such an amendment to the Zoning Ordinance within one hundred and twenty (120) days following execution of this Agreement. The Parties agree that if the City fails to amend the Zoning Ordinance on or before the one hundred twentieth (120th) day following the date of the execution of this Agreement in a manner that will enable the Project to obtain zoning approval, then Owner shall have the right, but not the obligation, to terminate this Agreement.

d. The City, acting through the Office of the Mayor, shall use diligent, good faith efforts to facilitate the adoption of an amendment to the Zoning Ordinance to facilitate the Project, with the understanding that only the Burlington City Council and Planning Commission have the authority to adopt amendments to the Zoning Ordinance, which must be adopted in accordance with applicable laws, ordinances and regulations. Owner shall timely submit the materials and submissions to the level of completeness necessary for the City to process an amendment to the Zoning Ordinance so as to reasonably facilitate Owner’s adherence to the Project Schedule. Without limiting the foregoing, the City agrees that so long as Owner timely submits the materials and submissions necessary to process an amendment to the Zoning Ordinance, the City’s administrative personnel shall use diligent, good faith efforts to process such submissions in a

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timely manner so as to reasonably facilitate Owner’s adherence to the Project Schedule.

e. In consideration of the City’s agreement to undertake efforts to support and facilitate such an amendment to the Zoning Ordinance, and in consideration of the funds expended by the City in support of the Project, Owner shall, subject to the application of the reimbursement provisions described in Section 4 of this Agreement, construct the Public Improvements as a component of the Property in the first phase of its construction of the Project. Owner covenants and agrees that prior to commencing the construction of any portion of the Project (it being understood that, as stated on the project schedule attached as Exhibit C to this Agreement, the commencement of construction includes the demolition of the existing improvements on the Property), it shall provide the City with (i) a copy of an executed construction contract that contains a guaranteed maximum price to construct the Public Improvements, together with payment and performance bonds for the City’s benefit issued by a solvent and reputable bonding company in the amount of such guaranteed maximum price, consistent with the requirements of Section 3.2.10 of the Zoning Ordinance or such other security reasonably acceptable to the City and (ii) evidence that the obligation to construct the Private Improvements is subject to a guaranteed maximum price contract that is secured by payment and performance bonds for the benefit of the construction lender, a completion guaranty for the benefit of the construction lender, or another customary and commercially reasonable form of financial surety reasonably satisfactory to the City. Owner agrees that the City will not have an adequate remedy at law for Owner’s noncompliance with the provisions of this paragraph and, therefore, the City shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance, to enforce the foregoing covenant and agreement.

f. The Parties acknowledge that prior to constructing the Project, it will be necessary for Owner to obtain permits and approvals for the Project from the Burlington Development Review Board (“DRB”), that the DRB is an independent body not under the City’s control, and that the City does not and cannot guaranty that the DRB will approve the Project even if the Zoning Ordinance is amended. During that zoning amendment process, the Owner shall make its best efforts to submit permit application materials at the earlier, legally permissible time to the level of completeness necessary for the DRB and other Boards to consider Owner’s application for the permits and approvals necessary to develop and construct the Project so as to reasonably facilitate Owner’s adherence to the Project Schedule. The Parties agree that if Owner fails to obtain the necessary permits and approvals to develop and construct the Project prior to October 15, 2016, or such later date as may be communicated to the City in writing by Owner, then all of the Parties’ rights and obligations under this Agreement shall terminate.

g. Upon the City’s request, Owner agrees to provide up to $16,000 for the City to commission an industry quality physical 3D model or additional 3D computer simulated visualizations of the Project and its surroundings. Owner shall direct its architects and designers to provide the 3D model preparer with the necessary plans, specifications and other materials and information necessary to prepare such model. 4. Waterfront TIF District; Payment for Public Improvements.

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a. Existing Legislation. The Property is situated within the City of Burlington’s Waterfront Tax Increment Financing District (the “Waterfront TIF District”), within which the City is authorized to invest public funds to construct or acquire infrastructure improvements that facilitate private investment, all in accordance with applicable laws and regulations and following approval by the Vermont Economic Progress Council, by the Burlington City Council and with the support of the voters via a public referendum. If approved, municipal debt incurred within the Waterfront TIF District is repaid using the incremental increase in property taxes generated by the real property located within the District over the property taxes that were generated by the District at the time that the District was first established, all as more particularly set forth and described in the laws and regulations by which the District was established and is now governed.

b. Extension of Repayment Term. As of the date of this Agreement, the City is legally permitted to incur debt within the Waterfront TIF District through December 31, 2019, and such debt must be fully paid by December 31, 2025. Owner estimates that the hard and soft costs of constructing the Public Improvements, plus the agreed-upon or appraised value of the real property interest in St. Paul Street and Pine Street that Developer will convey to the City (as further described in Section 4(e), shall not exceed a total cost to complete of $21,829,890.00, as outlined with more particularity on Exhibit E attached hereto and made a part hereof (the “Not to Exceed TIF Funding Amount”). As the Project moves through the design development process and more detailed construction drawings are developed, the Parties shall refine the Not to Exceed TIF Funding Amount to determine if the direct costs of the Public Improvements (and the Not to Exceed TIF Funding Amount) should be adjusted prior to finalization.

The Parties acknowledge that the remaining available amortization period within the Waterfront TIF District severely limits the City’s maximum investment in the Public Improvements; however, if the expiration date for the Waterfront TIF District were extended until December 31, 2035, the City would anticipate being able to invest sufficient funds to construct and acquire the Public Improvements so long as the debt is committed prior to December 31, 2019, and the tax increment generated by the Property as improved by the Private Improvements would be sufficient to service the debt incurred.

The City acknowledges that but for the City’s agreement to utilize the public financing resources available through the Waterfront TIF District, the Public Improvements would not be included as components of the Project or would have occurred in a significantly different and less desirable manner. Accordingly, in order to facilitate the Owner’s construction of the Public Improvements and the City’s payment for and acquisition of the Public Improvements, it will be necessary for the Vermont Legislature to permit the parcels that contain the Project to allow for full payment of TIF incurred debt by the end of 2035. The Parties agree to work cooperatively to facilitate adoption of a state law achieving this outcome during the 2016 legislative session ending in mid-May 2016, so as to reasonably facilitate Owner’s adherence to the Project Schedule, and they further agree that if the Vermont Legislature fails to grant such extension, then all of their rights and obligations under this Agreement shall terminate. Notwithstanding the termination of this Agreement if the Vermont Legislature fails to grant such an extension, termination of this Agreement shall not divest the Owner of any zoning rights or development permits that Owner shall have obtained with respect to the Project or the Property.

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c. Approval For Expenditure of Public Funds. If a law is enacted prior to July 1, 2016

that extends the expiration date for the portion of the Waterfront TIF District that includes the Property until December 31, 2035, then Owner shall timely provide the City with the materials and submissions to the level of completeness necessary for the City to seek approval from the Vermont Economic Progress Council, from the Burlington City Council and from the voters to expend funds from the Waterfront TIF District to pay for the Public Improvements, so as to reasonably facilitate Owner’s adherence to the Project Schedule. The City agrees that so long as Owner timely submits such materials and submissions, the City shall use diligent, good faith efforts to process such submissions in a timely manner in an effort to reasonably facilitate Owner’s adherence to the Project Schedule. The Parties agree that if the City fails to obtain the necessary approvals to expend funds from the Waterfront TIF District to pay for the Public Improvements, prior to November 15, 2016, then either Party shall have the right, but not the obligation, to terminate this Agreement. Notwithstanding the right of the City to terminate this Agreement if it fails to obtain the necessary approvals to expend funds from the Waterfront TIF District as stated immediately above, termination of this Agreement shall not divest the Owner of any zoning rights or development permits that Owner shall have obtained with respect to the Project or the Property.

d. Payment for Public Improvements; Amount of Municipal Investment. Subject to the contingencies set forth in this Agreement, Owner shall construct the Public Improvements in accordance with mutually agreed upon plans and specifications and in accordance with the Project Schedule. Owner shall initially construct the Public Improvements at its own cost and expense, and the City shall reimburse Owner for the agreed-upon cost of constructing the Public Improvements and the City shall acquire the real property interests in St. Paul Street and in Pine Street that are a component of the Public Improvements for a price agreeable to the City and the Owner or, at either Party’s election, for their appraised value, using an appraisal process agreed to by the Parties, upon Owner’s receipt of a Unified Certificate of Occupancy for Phase 1 of the Project; provided however, that the City may partially reimburse Owner for such costs sooner upon agreement. The City shall cooperate in good faith and take such steps as may be reasonably necessary and appropriate to facilitate Owner’s receipt of a Unified Certificate of Occupancy for Phase 1 of the Project prior to December, 31, 2019. The Parties acknowledge and agree that the construction of the Public Improvements must be bid and accounted for separately from the Private Improvements, and the City is only legally able to use Waterfront TIF District funds to pay for the actual cost to construct the Public Improvements and to pay for the value of the real property interests in St. Paul Street and Pine Street that Owner conveys to the City as a component of the Public Improvements. In addition, as stated above, the amount of money that the City is able to pay for the Public Improvements is limited by the obligation that the debt must be committed prior to December 31, 2019 (meaning, that Owner must receive a Unified Certificate of Occupancy for Phase 1 of the Project prior to such date unless the City agrees otherwise) and by the obligation that the tax increment generated by the Private Improvements must be sufficient to service debt in an amount equal to the payment made by the City to Owner. If the City finds it necessary to ensure that the tax increment generated by the Private Improvements is sufficient, the Parties shall agree upon the minimum assessed value of Phase 1 of the Project upon its completion, and Owner shall agree not to appeal such assessment in an effort to reduce it below

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the agreed upon value. The parties agree and acknowledge that the Owner may pledge any rights it has to reimbursement for the agreed-upon cost of constructing the Public Improvements as collateral to its lender(s) or other financing parties and the City shall execute documentation to evidence and agree to such collateral assignment as may reasonably be requested by such lender(s) or other financing parties in connection with such collateral assignment.

e. St. Paul Street and Pine Street. The Parties acknowledge that they have not yet agreed upon the nature of the real property interests required in St. Paul Street and in Pine Street that comprise elements of the Public Improvements and to be depicted on an amended Official Map. The Parties agree to negotiate in good faith to reach an agreement regarding this issue prior to determining the amount that the City will pay for the real property interests in St. Paul Street and Pine Street. The City shall acquire the real property interests in St. Paul Street and in Pine Street free and clear of all mortgages, security interests and liens and free and clear of all encumbrances that would preclude or impair the use thereof as public streets; provided that Owner shall be entitled to retain easement rights that would permit the construction of an aerial walkway over St. Paul Street, subject to Owner’s ability to obtain required permitting. The Parties agree to negotiate in good faith regarding certain matters concerning the transferred portions of St. Paul Street and Pine Street, including (1) the Owner’s ability to erect signage on and about pedestrian sidewalks; (2) the Owner’s ability to close the street on an expedited basis for events, fairs and promotions upon reasonable notice to the City; (3) a prohibition on vehicular parking along the transferred portions of St. Paul Street and Pine Street; (4) the Owner’s ability to relocate benches, trash cans and other similar items located along the street, as needed, to accommodate such events; and (5) the terms upon which Owner may reacquire the transferred portions of St. Paul Street and/or Pine Street if it ceases to be used as a public, vehicular right-of-way.

f. Sales Tax Reallocation. The City agrees to use its diligent, reasonable and good faith efforts to support Owner’s efforts to apply for and obtain sales tax exemptions/refunds/abatements for items purchased during construction (Construction Sales Tax Exemption) that are normally available from the State of Vermont to qualified Vermont development projects such as the Project. Any reallocation of Project sales tax that is awarded by the State of Vermont shall be used by the Parties to pay for mutually agreed-upon expenditures that support the Project. 5. Work Product; Project Modifications.

a. Owner acknowledges that the Project will have a major impact on downtown Burlington, and that the City has a legitimate interest in ensuring that the Project is consistent with the design principles adopted by Plan BTV, is consistent with best engineering practices, and that it is likely to generate a sufficient tax increment to pay debt service on funds paid by the City towards the Project using the borrowing capacity from the Waterfront TIF District. Accordingly, as the Project is developed in more detail, Owner will consult with the City and will use good faith efforts to provide the City with advance copies of all work product, including plans and drawings (including, without limitation, civil engineering and architectural plans and drawings), specifications (including, without limitation, with respect to exterior and interior finishes, fixtures and materials), renderings, and other materials related to the Project and its design (“Work

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Product”) prior to or, if necessary to meet a filing deadline, simultaneous with submitting such Work Product for formal review to any other party. The City shall have five (5) business days to provide reasonable objections to any such submissions in writing. In addition, Owner shall provide the City with advance copies of any material modifications that Owner may make to any Work Product (including, without limitation, the Plan Set) prior to, if necessary to meet a filing deadline, or simultaneous with submitting such Work Product for formal review to any other party, and the City shall have a five (5) business day opportunity to provide reasonable objections in writing.

b. In each instance, an objection shall not be reasonable if the proposal made by Owner is consistent with the goals set forth in this Agreement and does not adversely affect the City’s realization of its expectations under this Agreement. If the City provides Owner with any written objections, Owner shall revise and modify its Work Product or modifications to the extent necessary to satisfy such objections and shall thereafter resubmit the revised Work Product to the City for further review in accordance with this Section. If the City does not make any objections within the time periods provided for in this Agreement, then any such Work Product or modifications shall be deemed approved and available for submission for formal review by any other party. In addition, Owner may make non-material modifications to the Work Product from time to time as final design, engineering and permitting of the Project proceeds, so long as such modifications are consistent with the goals set forth in this Agreement and do not adversely affect the City’s realization of its expectations under this Agreement, 6. Cooperation; Establishment of Labor and Community Workforce Agreements; Future Negotiations; Further Assurances.

a. The Parties shall cooperate and communicate with each other on a regular basis, including by arranging joint meetings with appropriate personnel present to address issues set forth in this Agreement, to discuss any proposed changes to the Project and to discuss the Work Product (as such term is defined in Section 5(a) of this Agreement) generated as the Project progresses, so as to permit the orderly and efficient construction and development of the Project.

b. Owner and the City agree to the following:

i. Owner will use reasonable efforts to provide jobs for qualified low and moderate income Burlington residents to construct and operate the Project, and will include in its general contract for the Project a requirement that the labor employed to construct the Project shall be paid a “livable wage” as that term is defined in the City of Burlington Livable Wage Ordinance as is in effect on the date of this Agreement;

ii. Owner will use reasonable efforts to incorporate locally sourced materials in the Project;

iii. With regard to the construction of the Private Improvements, Owner will hire contractors and subcontractors who pay appropriate wages, properly

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classify employees, obey labor laws, participate (where applicable) in formal apprenticeship training programs, and provide employer funded health and retirement benefits, with the understanding that it is the Parties’ intent that the foregoing shall not be understood to preclude the Owner from engaging any qualified contractor or construction manager to construct the Project; and

iv. Owner and the City will enter into a community benefits agreement to memorialize, without limitation, the Owner’s agreement to participate in City or City-affiliate sponsored job fairs, Owner’s agreement to distribute and encourage the utilization of a list (provided by the City) of local vendors for products and services to its general contractor and lessees, and Owner’s agreement to solicit and review proposals from community job training programs such as Youth Build Vermont and Vermont Works for Women to construct portions of the Project.

c. In addition, the Parties agree to negotiate in good faith with regard to:

i. the temporary closure of public streets and sidewalks to facilitate

construction of the Project and other construction-related matters; ii. the allocation of municipal personnel to the Project to streamline

construction inspections and permit reviews; iii. the total amount of construction and permit fees that Owner will pay in

connection with the Project; iv. the amount of property taxes payable by Owner with respect to the Property

during construction of the Project which will include demolition of existing improvements, introducing uncertainty into future assessments;

v. entry into a parking agreement to accommodate existing monthly

customers of the parking garage on the Property after the closure and demolition of the parking garage and prior to the completion of the new structured parking that is a component of the Project;

vi. the availability of sales tax exemptions applicable to the Public

Improvements; vii. the establishment of long term property rights upon the completion of

construction for the maintenance of private improvements on municipal property;

viii. the entry into post-construction maintenance agreements with regard to the

Public Improvements;

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ix. the entry into agreements with Burlington Electric Department regarding

the provision of electricity to the Property and the availability of net- metering for the rooftop solar photovoltaic electric generation infrastructure to be included as a component of the Project; and

x. the entry into agreements with Burlington Telecom regarding the provision

of internet connectivity and service to the Property.

d. With regard to the construction of the Public Improvements, the Owner shall hire contractors and subcontractors who pay appropriate wages, properly classify employees, obey labor laws, participate (where applicable) in formal apprenticeship training programs, and provide employer funded health and retirement benefits, with the understanding that it is the Parties’ intent that the foregoing shall not be understood to preclude the Owner from engaging any qualified contractor or construction manager to construct the Project.

e. The Parties agree to execute, acknowledge, if necessary, and deliver such documents, certificates or other instruments and take such other actions as may be reasonably required from time to time to carry out the intents and purposes of this Agreement.

f. The Parties contemplate negotiating and entering into a Development Agreement, consistent with the terms herein, and shall present it to the City Council for review within 30 days after adoption of an amendment to the Zoning Ordinance (as defined below) in accordance with Section 4 of this Agreement, unless mutually extended by the Parties. The Parties agree that any market studies, feasibility analysis, and similar reports and information required under Section 1(c) of this Agreement shall be made available to the City Council so as to allow reasonable review prior to approval of a Development Agreement. 7. No Assignment; Financing Matters. This Agreement shall not be assigned by Owner without the prior written consent of the City, which consent shall not be unreasonably withheld or delayed so long as Donald F. Sinex holds and exercises executive managerial authority over the assignee. Notwithstanding, the Owner shall be entitled to collaterally assign this Agreement, and its rights hereunder, to any of its lender(s) and other financing parties without the City’s consent, and such lender(s) and other financing parties shall have the right to assign this Agreement to a successor developer in connection with their enforcement of their collateral rights in this Agreement. The City shall execute documentation to evidence and agree to such collateral assignment as may reasonably be requested by such lender(s) or other financing parties in connection with such collateral assignment. The City acknowledges that Owner’s lender(s) and other financing parties are likely to hold a mortgage of the Property and to hold other security interests with respect to the Project and the Property, and the Parties agree that upon the City’s reimbursement of the costs of constructing the Public Improvements and the City’s acquisition of real property interests in St. Paul Street and Pine Street, such mortgage and other security interests shall be released with respect thereto. 8. Governing Law; Venue. This Agreement shall be governed and construed in accordance

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with the laws of the State of Vermont, without regard to its conflicts of law rules. The Parties consent to and submit to in personam jurisdiction and venue in the State of Vermont, County of Chittenden, and in the federal district courts which are located in the City of Burlington. The Parties assert that they have purposefully availed themselves of the benefits of the laws of the State of Vermont and waive any objection to in personam jurisdiction on the grounds of minimum contacts, waive any objection to venue, and waive any plea of forum non conveniens. This consent to and submission to jurisdiction is with regard to any action related to this Agreement, regardless of whether the Parties’ actions took place in the State or elsewhere in the United States. 9. Severability. If any term, covenant or condition contained in this Agreement is held to be invalid by any court of competent jurisdiction, such invalidity shall not affect any other term, covenant or condition herein contained, provided that such invalidity does not materially prejudice any Party in their respective rights and obligations contained in the valid terms, covenants or conditions hereof, and the Parties shall cooperate to modify the Agreement to cause it to conform to the original language of the Agreement to the extent consistent with the finding of the court. 10. Construction; Headings. The Parties waive the benefit of any rule that this Agreement is to be construed against one Party or the other. The headings in this Agreement are for the purposes of reference only and shall not limit or otherwise affect the meaning hereof. 11. Integration; Modification. This Agreement, together with the exhibits referenced herein and/or attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements or representations, oral or written, on the same subject. The Agreement can be modified only by written agreement executed by authorized representatives of each Party. 12. No Partnership. The Parties do not intend by this Agreement to create, nor shall this Agreement be deemed to create, a partnership or a joint venture among the Parties; each Party is an independent actor and entity, and nothing in this Agreement shall be deemed to make either Party an agent or partner of the other, or to give either Party the right to bind the other in any way, notwithstanding any reference to the Project as a “public-private partnership.”

13. Force Majeure. If either Party shall be delayed, hindered in or prevented from the performance of any act required hereunder, by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive state or federal governmental laws or regulations, riots, insurrection, war, terrorism, or other reason beyond its reasonable control (including the act, failure to act or default of the other Party), then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided that no such event shall excuse a Party’s failure to comply with any time period imposed by statute. 14. Waiver. The failure of either Party to insist on strict performance of any of the provisions of this Agreement or to exercise any right it grants will not be construed as a relinquishment of any right or a waiver of any provision of this Agreement. No waiver of any provision or right

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shall be valid unless it is in writing and signed by a duly authorized representative of the Party granting the waiver. 15. Incorporation by Reference. The content of the Background section to this Agreement, including without limitation the definitions set forth therein, and all exhibits hereto and the terms contained therein and the contents thereof, are incorporated into this Agreement by reference. 16. Authority. Each of the Parties warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and to thereby bind the Party on whose behalf such person, and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 17. Notices. Any notices to be given pursuant to this Agreement shall be sufficient if given by a writing: deposited in the United States mails, certified mail or registered mail, return receipt requested, postage prepaid; by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender; by facsimile; or by email (provided that the electronic process used is reasonably secure and not easily susceptible to manipulation) addressed as follows:

If to the City: City of Burlington 149 Church St. Burlington, VT 05401 Attention: Miro Weinberger

If to Owner: BTC Mall Associates LLC

101 Cherry Street, Suite 440 Burlington, Vermont, 05401 Attention: Donald Sinex

With a copy to: Brian Dunkiel, Esq.

Dunkiel Saunders 91 College Street, P.O. Box 545 Burlington, Vermont 05402-0545

or to such other person, address or number as the Party entitled to such notice or communication shall have specified by notice to the other Party given in accordance with the provisions of this Section. Any such notice or other communication shall be deemed given: (i) if mailed, three days after being deposited in the mail, properly addressed and with postage prepaid; (ii) if sent by courier, the next day after being deposited with the courier, properly addressed and with prepaid; (iii) if sent by facsimile, when transmission has been electronically confirmed; and (iv) if sent by email, when transmitted as long as the sender does not receive a delivery failure notification.

18. Designated Representatives. Each party shall designate one or more representatives to

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serve as the primary contact for communications relating to and issues arising under this Agreement. In the event that either party changes its designated representative(s), it shall notify the other party of the successor designated representative in accordance with Section 17.

19. Deadline for Execution. The City Council will consider this Agreement for approval on May 2, 2016. This Agreement shall be executed by the Parties no later than May 16, 2016, or it shall be void ab initio.

Signature Page to Follow

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In Witness Whereof, this Agreement is executed by the duly authorized officers or representatives of the Parties as of the date first set forth above.

City of Burlington BTC Mall Associates LLC

By: BDM Associates LLC, Its Manager

By: By: Name: Miro Weinberger Name: Donald Sinex Title: Mayor Title: Manager

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Exhibit A

42 sheet plan set entitled “Burlington City Center, Technical Review Set – Parking Above Grade” prepared by PKSB Plus Architects and dated December 23, 2015.

Attached

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Exhibit B

Concourse Level Plan Sheet A-102 dated February 24, 2016, Plaza Level Plan Sheet A-103 dated February 24, 2016 and “Alt Proposal” Prepared with Respect to the Cherry Street

Portion of the Project.

Attached

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Exhibit C

Project Schedule

Phase 1 of the Project involves that portion of the Property bounded by Cherry Street and Bank Street between St. Paul Street and Pine Street. Phase 1 is expected to commence in January 2017 with the demolition of all existing improvements located within such portion of the Property and Phase 1 if started on January 1, 2017 will be substantially completed by August 2019, substantially in accordance with the following schedule, subject to force majeure and other events outside the control of the Owner:

• Construction of the St. Paul Street roadway will be completed and placed in use by July

2018 (18 months after the commencement of construction).

• Construction of the parking garage will be completed and placed in operation by July 2018 (18 months from the commencement of construction).

• Construction of the retail space, including construction of the Pine Street Connection and

the activation of Bank and Cherry Streets, will be completed and placed in operation by January 1, 2019 (24 months after the commencement of construction).

• Construction of the office space will be completed and placed in operation by January

2019 (24 months from commencement of construction).

• Construction of the residential space on Cherry Street will be completed and placed in operation by August 2019, as described below (32 months from the commencement of construction), but within such time frame the construction of the residential space on Cherry Street will proceed in two (2) sub-phases in accordance with the following schedule:

o The affordable residential units (meaning those that satisfy inclusionary

requirements under the Zoning Ordinance) will be completed and placed in operation by March 2019 (27 months from the commencement of construction).

o The market-rate residential units will be completed and placed in operation by

August 2019 (32 months from the commencement of construction).

• Construction of the residential units on Bank Street which sit atop the office tower at St. Paul and Bank Streets will be completed and placed in operation by January 2019 (24 months from the commencement of construction).

Phase 2 of the Project involves that portion of the Property bounded by Cherry Street and Bank Street between St. Paul Street and Church Street. Phase 2 consists of renovating the existing retail space and adding 76,000 s.f. of office space above the retail space. Phase 2 will begin no later than August 2019 and be substantially completed and placed in operation within 18 months

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after the commencement of construction.

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Exhibit D

Zoning Amendment Summary

Attached

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Exhibit E

Estimated Cost and Value of Public Improvements

Attached

4/20/2016

Burlington Comprehensive Development Ordinance PROPOSED Downtown Mixed Use Core Overlay

Purpose: The proposed amendment to the zoning ordinance is intended to facilitate new development in the downtown core, and in so doing substantially and significantly help the City to implement many of the central goals and objectives found in the planBTV: Downtown and Waterfront Master Plan unanimously adopted in June 2013 by the Burlington City Council to guide the future development and economic vitality of the downtown and waterfront area. The proposed zoning amendment will create an overlay district in the core of the downtown area to allow and encourage development of mixed use buildings, increased density, and enable taller building height without the necessity of a “bonus” from the DRB. It will also establish a number of urban design and building form requirements to ensure street-level activation and façade variation. The proposed zoning amendment is intended to accomplish, without limitation, the following goals:

1. Enable the redevelopment of the Burlington Town Center at a scale and mass that could not otherwise be built under the City’s existing zoning regulations, consistent with the scale and mass described and depicted on Exhibits A and B of the Predevelopment Agreement to which this Exhibit D is attached.

2. Guarantee that many of the elements of the Burlington Town Center redevelopment project long identified as important to the City in the planBTV: Downtown and Waterfront Master Plan, and through the public discussion around the redevelopment of the Burlington Town Center site, are incorporated in any final project that may be proposed, specifically including:

• activation of Bank and Cherry streets to offer a better pedestrian experience; • re-establish north-south connectivity for pedestrian, bicycles, and vehicles where

possible; • redevelopment and co-operative operation of onsite parking facilities; • thoughtfully designed vertical expansion to add much desired retail, office,

housing and other uses; and, • demonstrating stormwater mitigation pilot projects on both public and private

property. Key Elements:

• Creates a new Overlay District, known as the Downtown Mixed Use Core (DMUC) Overlay District (the “DMUC District”), within which greater development density and higher building heights, as well as expanded uses will be permitted.

o The DMUC District will be limited in area consistent with the planBTV:

Downtown and Waterfront Master Plan and Joint FBC Committee discussions regarding where additional height is acceptable and in accordance with all applicable laws regarding zoning to insure the new Overlay District achieves the desired goals of the City and benefits all the property owners that fall within the DMUC District.

PROPOSED Downtown Mixed Use Core Overlay p. 2

o The DMUC District is intended to facilitate the redevelopment of a portion of the

former Urban Renewal Area in order to provide for a more walkable, connected, dense, compact, mixed use and diverse urban center. The DMUC District should support a diversity of residential, commercial, recreational, civic, hospitality, educational and entertainment activities, and create opportunities to better connect the street grid for enhanced mobility for automobiles, pedestrians, and bicyclists in order to sustain and advance the economic vitality Burlington’s downtown urban core.

The DMUC District will allow larger scale development than is typically found in the underlying district, and development with larger and taller buildings. Development should be designed to support a diverse mix of uses, to activate and enrich the streets and sidewalks for pedestrian activity, and to encourage mobility throughout the District and adjacent districts for pedestrians and bicyclists with reduced reliance on automobiles.

• New development in the DMUC District will be exempt from seeking building height bonuses from the DRB pursuant to BCDO Sec. 4.4.1 (d) 7; instead, the DMUC District will establish the following new, by-right height and massing limits and requirements:

o 3 stories minimum, 14 stories not to exceed 160 ft. maximum overall height, with an allowed variation of 5% of the total allowable height (but no additional stories) to account for grade changes.

o Maximum FAR of 9.5.

• New developments in the DMUC District will be exempt from the existing upper story setback requirement pursuant to BCDO Sec. 4.4.1 (d) 4 A; instead, consistent with the maximum height and FAR limitations of the DMUC District, new prescriptive design standards will be used to ensure good urban design, façade articulation and especially street activation, including but not limited to:

PROPOSED Downtown Mixed Use Core Overlay p. 3

• Façade Articulation. o Finer-grained surface relief within the façade plane (use of material changes,

balconies, belt courses, columns, lintels, etc.). o Creation of architectural bays to provide regular and strong vertical changes in

the horizontal plane of a façade, particularly within the lower 3-5 stories. o Horizontal changes in the vertical plane of a façade (articulated base, step-

backs of upper stores, and clearly defined top). • Street Activation at the ground floor.

o Location, frequency and operability of primary entrances. o Proportion of and distance between voids (doors and windows). o Transparency of glazing. o Visual access within spaces.

• Acceptable primary and accent façade materials.

• Projects within the DMUC District will be required to participate in the emerging downtown parking initiatives being developed under the newly adopted Downtown Transportation and Parking Plan, provided that private owners of parking lots or parking structures shall not be required to participate in any parking initiatives to the extent that such initiatives impose or result in any material obligation or cost to the such owners.

• Mixed use projects within the DMUC District will be required to develop a Master Sign Plan subject to DRB approval, taking into account the nature of the uses featured within the District.

• The zoning amendment to establish the DMUC District will also establish, by right, that projects subject to the DMUC District overlay that include property fronting Church Street may be improved such that the portion of any structure fronting Church St. does not exceed 4 stories, or a maximum height of 45 ft., provided that the overall height of such structures may be increased to the maximum height permitted within the zoning district so long as there is a 10-foot upper story setback for every 10-feet of height above 45 ft.

• The zoning amendment to establish the DMUC District will expand the Official Map to include 60-ft. wide extensions of St. Paul Street and Pine Street between Cherry and Bank Streets.

• The Zoning Amendment will include an amendment to the City’s Official Map to re-establish St. Paul Street and Pine Street between Cherry and Bank streets as public streets, each with a right-of-way measuring sixty (60) feet in width, to accommodate pedestrians, bicycles and vehicles, substantially in accordance with the depiction of St. Paul Street and Pine Street on Exhibit B to the Predevelopment Agreement to which this Exhibit D is attached.

BTV Mall Public Process Summary and Key Recommendations

Updated May 19, 2016

The owners of the Burlington Town Center Mall and the City of Burlington have partnered to seek

meaningful citizen input into the redevelopment of the mall property. Guided by a public process

approved by the City Council in December 2014, public engagement and input has been gathered

through a variety of public outreach efforts spanning nearly 18 months. This document summarizes the

public engagement process and the ways in which the proposal for the project have evolved to respond

to key recommendations for the public.

Scope of Public Engagement

Information has been shared and input has been received about the project in a number of ways.

Throughout the 18 month public process, there have been dedicated public presentations, a multi-day

workshop/charrette, multiple City Council and other board and commission meetings, presentations at

NPA meetings, comment boxes and a City website. Additionally, a joint committee (DAPAC) of the City

Council, Planning Commission, and staff was formed to provide oversight on matters related to public

participation and key recommendations from this process. It is estimated that well over 1,500 people

have been directly engaged in this planning process.

Public Process Mall Website: www.burlingtonvt.gov/btvmall

January 8, 2015 Kick-off presentation and public forum

NPA Presentations to Wards 1&8, 2&3, 5 and 6.

Comment boxes distributed at 14 locations throughout the City including ONE, NNE, South End

and Downtown

Presentations at public meetings of City Committees

o Planning Commission, Accessibility Committee, Youth Council

February 18-21, 2015 Public Planning Workshops

o Kick-off workshop, 6 design workshops, 4 open houses, closing workshop

April 9, 2015 Public Review of Workshop Results

May 5, 2015 Presentation of Revised Plans & City Review of development concept

January 5 and 21, 2016 Presentations of Revised Plans & Development Agreement Framework

March 7 and 21, 2016 City Council Meetings

April 20, 2016 Public Release of Draft Predevelopment Agreement

April 25 and May 2, 2016 City Council Public Forums

May 2, 2016 City Council approval of Predevelopment Agreement

City Council Executive Sessions

Development Agreement Public Advisory Committee (DAPAC), 12 meetings from February 2016

to February 2016

http://www.burlingtonvt.gov/btvmall

Key Recommendations from Public Input and DAPAC

Based on community and Development Agreement Public Advisory Committee (DAPAC) input through

the process outlined above, the City has continuously advocated for modifications to the proposed plans

in order to meet these key recommendations from the public:

Create clear north/south and east/west connections through the mall—Initial designs for the

project showed only St. Paul St. re-opened to traffic. After much public interest, and the

subsequent urging by the City, the proposed project now includes full public streets at St. Paul

and Pine Streets.

Include a diversity of housing types (price points, targeted demographics, size) in the project—

Inclusion of a significant amount of housing has been one of the City’s and public’s highest

priorities. 20% of the units will be permanently affordable, 30% of the units will be master

leased by Champlain College, the remaining 50% will be available at market rate, including a mix

of unit sizes from studio to 3 bedroom. Further consideration of “workforce housing” and

ownership opportunities are still ongoing.

Build public green space with a view of the water—An earlier iteration of the project included a

rooftop park; however, residents and the City did not feel that it would be an effective

community space that the public should help pay for. Now, the project includes a smaller

rooftop green space that will benefit the project’s tenants, and instead includes a green roof

system which will significantly improve stormwater management in this part of downtown. Also,

based on great interest by the public, the proposed project now includes a rooftop observation

deck that will be accessible to the public with views of the Lake.

Activate Cherry and Bank Streets with street level uses— The mall owner has indicated that the

proposed plans “turn the mall inside-out,” with retail uses lining Bank and Cherry streets.

Additionally, the proposed Zoning Amendment includes language that requires street level

activation, entrances and windows at defined intervals, and high quality design that enhances

the pedestrian environment.

Create a parking plan that shares parking and integrates the city-wide parking management

plan—Parking demand has been calculated using shared-parking calculations, and the proposed

925 space parking structure has been designed accordingly. Additionally, the proposed Zoning

Amendment includes language requiring the property to participate a downtown parking

management program should one exist.

Provide retail options that are diverse and include affordable options, both national and

local—The owner has indicated an intent to include a mix of retail options, but the

programmatic pieces are still unknown to an extent. Thus far, the owner has demonstrated an

ability to work well with local businesses, and also attract national companies like L.L. Bean.

Include civic spaces and public spaces available for events, rentals, etc.—In addition to the

publicly accessible rooftop observation deck, the proposed plans include a ± 5,000 Sq.ft. public

space.

Incorporate walking and biking infrastructure in all elements of the plan—The public streets at

St. Paul and Pine will incorporate walking, biking and vehicular modes of transportation. The

Predevelopment Agreement indicates that the proposed project will include covered bike

parking, and the owner has been working with Local Motion to incorporate recommendations

on how this project can serve as a bicycle hub for downtown.

Department of Planning and Zoning 149 Church Street


Telephone: (802) 865-7188

(802) 865-7195 (FAX)

(802) 865-7142 (TTY)

www.burlingtonVT.gov/pz

MEMORANDUM TO: Burlington Planning Commission

FROM: David E. White, AICP, Director of Planning & Zoning

DATE: Friday, June 03, 2016

RE: Proposed DMUC Overlay

The purpose of this memo is to outline for the Commission the Planning Staff’s perspective with regard to the proposed height and massing allowed in the proposed Downtown Mixed Use Core Overlay. In addition for your consideration attached are reports and excerpts from a City Council presentation from two members of the City’s Technical Team (Julie Campoli of Terra Firma, and David Spillane of Goody Clancy) whose role it has been to evaluate and comment on a range of urban design considerations relative to the proposed redevelopment of the Burlington Town Center.

While the Planning Commission’s role is not to review and evaluate the specifics of the redevelopment project, David and Julie’s comments are also relevant and useful to the Commission’s zoning amendment discusion in understanding 1) the appropriateness of 14-story buildings at 160’ feet in this part of the downtown generally, and 2) some of the important urban design considerations that the proposed zoning amendment has been drafted to address.

Staff comments regarding the overall height and mass:

1. New development and taller buildings concentrated in specific locations are central to Burlington’s long-range development policy, and are not without precedent - including at a similar height.

Burlington’s Master Plan and zoning regulations are specifically constructed in an effort to concentrate areas of mixed use, higher density development in key locaztions across the city in order to protect and preserve residential and recreation/conservation areas. Examples include the Downtown Mixed Use, Neighborhood Mixed Use, and the Institutional Core Campus districts. This overall policy strategy is very important to promoting a more sustainable and walkable development pattern, and serving to help reduce sprawl across the region.

Larger mixed-use buildings in general offer a number of important benefits to the community as a whole – they are a far more efficient use of very limited land resources; they are a far more energy efficient and environmentally supportive development pattern than low density single-purpose sprawl; they enable a concentration of people (both residents and employees) that add economic vitality to our downtown; and, they add tremendous economic value to the City’s tax base that helps to pay for important City services and keep residential property taxes lower.

The proposed Downtown Mixed Use Core Overlay creates a “core within the downtown core” that strategically provides a concentrated area for taller buildings thereby furthering the overall development strategy of the overall city and of the region.


Planning Commission Memo – 3-Jun-16 p. 2 RE: ZA-16-XX DMUC Overlay

3 of the City’s Institutional Core Campus districts similarly have concentrated areas within them where additional building height is permitted - including the area containing the UVM Medical Center where buildings up to ~155-ft are currently allowed. (Sec. 4.5.2 (c)5.)

2. Taller buildings as proposed in the DMUC Overlay are supported by both the existing public policy and recent community engagement processes:

The planBTV: Downtown and Waterfront Master Plan (unanimously adopted in June 2013) specifically identifies this area of the downtown as an area: “well suited for larger residential structures. The plan suggests the addition of larger residential, mixed-use buildings by redeveloping underutilized parcels, essential for addressing citywide housing needs, reducing traffic congestion and parking demand, and supporting the continued vitality of our downtown economy.” (p108)

Since the adoption of this plan, we have been working on the development of a new form based code for the downtown and the waterfront. One purpose of these new regulations (supported by a City Council resolution in Oct 2014) is to “take (ing) advantage of limited opportunities for new development at modestly larger scales and densities where appropriate.” As this effort has evolved, the area generally between Pearl and College, Church and Battery has been identified as the best location for buildings taller than the current 105-ft limit. Ultimately the Joint FBC Committee has settled on a smaller area generally as proposed in the current amendment. While the Joint Committee has not offered a specific height recommendation, it has been well-understood that it would be more than the current 105-ft limit.

While it is true that planBTV does not offer any specificity with regard to a preferred maximum height, the ensuing public engagement process regarding the redevelopment of the BTC specifically sought to get a better understanding of the public’s desires and aspirations for this site. At nearly every stage of this 18-month process, the City and the Mall teams have been encouraged by participants to “think bigger” and “go taller.” The hundreds of citizens who where involved in this process were less concerned about the actual height of any new buildings, and more that the height is “done well.”

3. Taller buildings in the proposed DMUC Overlay have the opportunity to enhance the City’s skyline and urban character:

This area has been identified as an appropriate location for taller buildings because it is the height of land within the downtown core – a place often considered more appropriate for taller buildings (e.g. San Fransisco), and thereby having less of an impact on important views from public spaces. Also because of Urban Renewal, there is little historic fabric left than might otherwise be disrupted by larger-scale redevelopment.

As can be seen from photographs of the city – especially from the lake - Burlington has a generally uniform and horizontally oriented with the exception of a few key vertical elements (the church steeples, City Hall clock tower, Old Mill & Williams, Ira Allen and the Masonic Temple). These however add important elements of architectural diversity, points of reference, and visual interest to the city skyline. As currently written, Burlington’s zoning regulations perpetuate this by allowing for a generous building mass concentrated within a fairly small building envelope that will generally fully occupy the site and street-level, but offers little in the way of a vertical dimension.

As proposed, the Downtown Mixed Use Core Overlay includes limitations on the floor area of groupings of floors that will have the effect of concentrating the bulk and mass of new buildings towards the street (where they serve to create a consistent streetwall and activate the street for pedestrians), while forcing a building to be tapered as it gets taller and thus adding a more vertical element to any redevelopment project and as a result the overally skyline.

As a result, we strongly encourage the Commission to endorse the proposed height and mass.

MEMO TO: CEDO & Planning Departments FROM: David Spillane, Goody Clancy DATE: March 7, 2016 RE: Technical Team Peer Review – BTC Redevelopment INTRODUCTION / BACKGROUND: Goody Clancy is an architecture, planning and preservation firm based in Boston and working nationally. The firm’s work focuses on assisting our clients and their communities to create plans and places that provide economic, social and environmental value. We have worked with many communities on design and development review of urban projects, including Providence’s Capitol Center, where we have served as Design Advisor over the last 10 years. In May 2015, Goody Clancy offered a preliminary review of the urban design aspects of Devonwood’s BTC Proposal. This memorandum reviews Devonwood’s most recent proposal submitted in December 2015. Overall, the revised proposal offers notable improvements over its earlier submission, most significantly the reestablishment of St Paul Street as a public street open to pedestrian and vehicular traffic, reconnecting two sections of the downtown area and advancing a major goal of PlanBTV. This memorandum generally follows the format used in our initial comments submitted in May (including the questions CEDO and the Planning Department posed to us). Where appropriate, we summarize our earlier comments, offer comments on Devonwood’s responses to these thoughts, and outline areas for further design improvement or exploration by the Devonwood team. QUESTIONS: What is your overall assessment of Devonwood’s proposed plan to redevelop the BTC in light of PlanBTV and other identified municipal planning goals? May 2015 Proposal: As we noted in May 2015, Devonwood’s proposed plan to redevelop BTC is an exciting and ambitious initiative that can have a profoundly positive impact on downtown Burlington, advancing many of the goals of PlanBTV. Key opportunities associated with BTC redevelopment include:

Technical Team Review – Goody Clancy 3-7-2016 page 2

• incorporate a mix of uses that would contribute new life and activity to

Burlington’s core, providing opportunities for downtown living, together with expansion of both office and retail space—accommodating both national and local retailers

• strengthen the overall functioning of downtown by restoring and enhancing connections within the downtown, especially along Pine Street and St Paul Street, that were eliminated or degraded as part of the original mall construction

• enhance the character and vitality of Cherry Street and Bank Street, which lack vitality and active street level uses

December 2015 Proposal: Since May 2015, Devonwood has incorporated important changes within its proposal that have strengthened its contribution to the downtown and its potential to advance many goals of PlanBTV. Please provide insight on the following range of issues (comment on all that apply to your expertise):

• circulation and civic connectivity o May 2015 Proposal: Devonwood’s May 2015 proposal provided a new

pedestrian connection across the property at St Paul Street and enhanced the existing connection across the property at Pine Street. Our comments on the proposal noted that the new pedestrian connections would be made through the interior arcade space of the building, and while representing an improvement over the current condition, such connections would not be “true public spaces.” We recommended the creation of at least one outdoor route that is fully open to the sky, which is as direct as possible, providing clear sightlines across the property and aligning directly with existing street corridors beyond the property.

o December 2015 Proposal: Devonwood’s revised proposal represents a major step forward in providing a true public connection across the property at St Paul Street, and responds directly to the previous review comments. This new connection provides both pedestrian and vehicular access across the property (both of which are important), reconnecting two areas of the downtown and advancing a principal goal of PlanBTV.

o Additional comments and desirable improvements: The December proposal bridges over the reopened St Paul Street corridor at the building’s second floor level, obstructing the view along the street, and


diminishing the benefit of the view corridor established along the reopened street (which would otherwise be visually terminated by the cathedral bell tower at the corner of St Paul and Cherry Street). This second level connection should be eliminated to open up the view corridor and strengthen the sense of connection across the property. The east face of the building along the newly-created St Paul Street segment will also require further design attention and refinement to ensure that it serves as an attractive and fully activated street edge. Key concerns related to the current façade design include the undifferentiated character of the parking garage expression, the flat character of the façade itself, and the relatively limited activation of the street edge at ground level. The outdoor space adjacent to the LL Bean store, which incorporates open air displays, provides a good model for street activation.

• activation of public streets o Cherry Street edge - May 2015 Proposal: The proposed design

includes significant activation of Cherry Street replacing the existing parking garage with an active streetscape of storefronts and building entrances. Our comments on this proposal noted several issues and recommended further design development of the ground level. We noted that this street edge would be significantly improved by incorporating clearly designed and expressed entrances to residential uses and the elimination of the setback to the proposed ground level retail uses.

o Cherry Street edge - December 2015 Proposal: The revised design incorporates major improvements that respond to the prior review comments to the Cherry Street frontage, including incorporation of entrances to residential uses and elimination or the recessed street level façade.

o Cherry Street edge - Additional comments and desirable improvements: Continued refinement of the street level design will be desirable as the project moves forward (additional comments are offered in the following section below).

• height, massing, and urban design in relation to its downtown location o May 2015 Proposal: We commented that the proposed design adds a

vital mix of uses and a high-density format that seems appropriate to its downtown setting and established public goals. While some building


elements are taller than surrounding structures, it appears that these taller elements are generally located to ensure that they do not overshadow existing streets (review of shadow studies is needed).

o December 2015 Proposal: The overall height and massing of the project is broadly consistent with the previous proposal, however, the introduction of above-grade structured parking in the December proposal presents some new design challenges as it relates to the design of building facades (see comments below). In addition, several issues identified in our May 2015 comments will require continued attention:

§ The strong horizontal emphasis of the building design, particularly along Cherry Street (ground level retail, parking levels, office floors, residential top), reinforced by various setbacks and the repetitive nature of the expression in the Cherry Street façade as a whole, appears to emphasize the building’s large size relative to its context. While the building is truly large, additional design development could potentially mitigate its visual impact by reducing the horizontal emphasis in expression, or establishing greater differentiation among building parts, generally enriching the expression of the project and enabling it to integrate more seamlessly with its surroundings. One possible design strategy would be to include portions of the façade where the upper levels of the building has a stronger visual connection to the street level—for example establishing a stronger visual continuity between residential and/or office entries at street level and those components of the building above. Another possible strategy would be to incorporate subtle variations in the façade plane emphasizing different elements of the design. Similar comments, but to a lesser degree, apply to the Bank Street frontage.

o Additional comments and desirable improvements: The December

proposal replaces basement-level parking with an above grade parking structure that is visible at several levels along Cherry, St Paul and Bank Streets. While it is not surprising that Devonwood has concluded that the cost of providing this much below grade parking makes it infeasible, the inclusion of above grade parking introduces some new design challenges. Significant additional design attention and creativity will be needed to ensure that the parking structure is appropriately integrated with the building façade along all three street edges. The success of this effort will be pivotal to determining whether the Devonwood proposal


can be effectively integrated within the downtown streetscape. There are some examples from other communities where this kind of challenge has been successfully addressed, but many more cases where success has been elusive. No single design treatment is likely to be successful along each building façade. The Devonwood design team will need to combine a variety of approaches and strategies to each façade to achieve the desired outcome.

• mix of land uses (e,g. retail, entertainment, office, housing, public space)

o The mix of land uses incorporated within the development is consistent with public goals and would make a real contribution to downtown’s continued vitality. This mix is largely unchanged from the original proposal and continues to be a great fit for downtown.

• mix of retail uses (price and national vs local) o The goal of incorporating a mix of local and national retailers is very

positive. The precise mix will need to be discussed further.

• type and public value of civic spaces

o May 2015 Proposal: We commented as follows: § The new Arcade has the potential to be an attractive civic space

within the downtown area, but its primary function is to support retail activity within the development.

§ The connections across the property on St Paul Street and Pine Street represent the most important potential contributions of the project.

§ Rooftop park space represents a potentially appealing amenity but with limited public value.

o December 2015 Proposal: § The improved public connection at St Paul Street represents a

major improvement and advances the most significant public goal of the project.

§ The rooftop park space has been eliminated and the scale of the interior retail arcade has been reduced; neither of these changes significantly diminish the value of public spaces created by the project.


What are the positive impacts likely to accrue to the City if this plan were to be developed?

• See previous comments. What design and programming elements can be improved and how? Please list and explain.

• See previous comments. Based upon your professional training and experience, what are the most critical public amenities provided by the proposed project and why. Please list in order of importance to the City. In order of importance, the most critical public amenities/benefits are as follows:

• #1. Reopening of St Paul Street as a vital and active element of Burlington’s public realm. Reopening this corridor will facilitate movement within the downtown area for people with origins and destinations beyond the boundaries of the BTC project.

• #2. Creation of an active and vital street edge along Cherry Street, replacing the existing parking structure with active storefronts, and building entrances serving office retail and residential uses.

• #3. Creation of an active street edge along Bank Street. Bank Street’s current form allows for incorporation of retail use at ground level, but for the most part such uses have not located here.

Our comments on this topic are largely unchanged from our May 2015 remarks. The Devonwood team has made significant progress in strengthening its proposal in these areas.

Please provide comments, feedback and or recommendations on the project’s phasing for the City to consider moving forward.

• The project has the potential to result in significant disruption to the downtown area during the construction period. This topic will need to be the subject of continued discussions.

MEMO To: Peter Owens, CEDO Director From: Julie Campoli, Terra Firma Design Date: 24 March 2016 RE: Written Summary of BTC Evaluation Per your request, below is a written summary with graphic exhibits of my March 7th comments to the Burlington City Council. The comments generally address both the overall scale and massing of the project within the downtown and the pedestrian scale as experienced from downtown streets. Comments are offered on the plans presented on plans presented at the January 5, 2016 public meeting and supplement June 2015 comments on an earlier version of the project presented at the May 5, 2015 public meeting. A. OVERALL ASSESSMENT The revised proposal (1/16) achieves three key goals articulated by Plan BTV:

1) It restores north-south movement through downtown, 2) it adds a dense and varied mix of uses, which will create significant value for the city and opportunities for residents, and 3) it activates surrounding streets to strengthen the walkability of downtown.

The bigger issues (height, massing, mix of uses, access) have been addressed, but the smaller ones (façade articulation, street-level circulation) need significant attention as the plan moves into the next stage of design development.

The heights of the proposed buildings and overall size of the project are not out of scale with the character of downtown Burlington. However, the Bank and Cherry Street façades must be reconfigured as the project proceeds to later design development phases, to limit the perceived size of the lower stories as experienced from the street.

24March2016•CampoliBTCEvaluation•page2

B. COMPARISON with the MAY 2015 PLAN Restoration of St. Paul Street The most recent proposal re-establishes a public street along St. Paul St. The benefits of this change can’t be overstated. The greatest benefit is in greater connectivity through downtown. An open-air public-right-of way (rather than an interior hallway) gives the city control over this vital connection and allows 24/7 access through the site to everyone. It allows cars to move more freely between the North and South Ends and offers bicyclists and pedestrians a sorely needed mid-hill north-south connection at all times of day—something an interior mall passage does not permit. Re-inserting St. Paul through the urban renewal site also helps restores the fine-grained urban grid of historic Burlington. One of the reasons the Burlington Square Mall never fit the scale and character of Burlington was that its sprawling footprint, made possible by the urban renewal superblock, contrasts sharply with the massing of surrounding structures, which are set within historic 400’ x 400’ urban blocks. The 5/16 design retained the appearance of a horizontally large complex rather than two separate urban blocks. But removing the St. Paul arcade breaks the larger structure into visually smaller parts. In this version, the buildings, like surrounding ones, reach upward from a 400’ x 400’ block. Another benefit to the one-block extension of St. Paul is the opportunity to create new urban retail frontage. Facades along this block should replicate the pedestrian-friendly pattern of Church and College Streets. Located one block away from the Marketplace and intersected by the mall arcade, the new street can become an integral part of downtown’s pedestrian-based retail network. Due to their greater visibility and accessibility, corners are valuable retail locations. With new intersections at Cherry and Bank, the plan brings opportunities for more pedestrian activity at these corners. Restoration of Pine Street While great progress is shown on St Paul Street connection, considerable issues remain along Pine Street. The May 2015 plans showed underground vehicular and bike connection and a pedestrian galleria at street level similar to that shown on St. Paul. While the underground alignment had considerable problems (outlined in earlier tech team comments), for the reasons stated above,


the value of restoring N-S transportation connection along Pine Street can’t be overstated. The most recent proposal is weaker on several respects. First, it eliminates the critical N-S vehicle and bike connection along Pine St—more critical from a transportation perspective due to it northerly connection to Pearl Street and the Old North End and its importance within the City’s overall bike/walk network. Secondly, the width of the Pine Street corridor has been significantly reduced from 60 feet to 40 feet. Given the size and the scale of the project, a full width public right of way connection similar to St Paul should be a minimum requirement of the project. Finally, the public value of the pedestrian arcade shown along Pine Street is not convincing due to the narrow, sloping ramp from Cherry down to the Macy’s lower entry and the lack of viable public space. Further work is needed to deliver viable and meaningful public space along the Pine Street corridor. Serious consideration should be given to restoring a full 60 foot wide public street right of way along the Pine Street corridor. While the current building spanning over part of the corridor presents some challenges, a viable surface street connection appears feasible and should be vigorously pursued in conjunction with the once in a generation opportunity to restore the Burlington’s historic street grid. Additional garage entrance / exit on Bank St. The new plan relocates parking from below grade to above grade due to cost constraints of underground parking. While this presents urban design and streetscape challenges (see later comments), a related issue is the new plan’s reduction of garage access to a single entry on Cherry Street. This contrasts with the May 2015 plan that retains the current two entrances--one from south at Pine/Bank, one from north on Cherry. A single north entry is concerning both from garage access perspective and a traffic congestion perspective since a majority of vehicle trips approach from the south. Provision for a second garage entry on the south side of the project should be seriously considered. A second access point will allow drivers to enter and exit from the south, reducing the need to circle the block and limiting unnecessary congestion.


C. EVALUATION of HEIGHT and MASSING Set within the larger urban context, (views from Lake Champlain, the Hill, etc.) the project fits the scale and character of downtown BTV. The proposed heights, while taller than adjacent buildings, are compatible with their surroundings. The proposal incrementally increases heights in the area that are identified by Plan BTV as prime location for higher-density mixed-use bldgs. Pedestrians along Bank and Cherry will not perceive the full height of the tallest structures because they are set back from the street and rise from the interior of the block. Unlike suburban buildings that stand alone and can be seen unobstructed from many vantage points, the BTC buildings will sit within a field of many other urban structures. From the nearby streets, and from the Hill, they will be visible only in fragments, with adjacent multistory buildings blocking a direct line of site. This was borne out in the architect’s March 7 presentation, which showed partial views of the towers in the background, and existing buildings in the foreground. The exception would be the view from Lake Champlain, where the towers will be visible as objects on the horizon line. The question is whether they dominate the skyline, contrasting abruptly with their surroundings. The same question applies the new view point from Champlain College above Edmunds School that was recently prepared in response to a City Counsel request. In my opinion, this is not the case for either viewscape. The new buildings create a more layered and complex skyline, adding some welcome vertical elements to existing buildings whose architectural features stress the horizontal. They rise above existing buildings but not by an unreasonable degree without obstructing the iconic church spires and City Hall tower of the downtown skyline. Arguably, the resultant complexity serves to visually express the urban core of Vermont’s largest City Set within its immediate context, however, the façade design makes the buildings appear out of scale. The current design of the parking and office floors emphasizes rather than diminishes the perceived size of the building along Bank and Cherry Streets.


This would not be apparent as a pedestrian from below, but from a block away, such as from Pearl Street across the St Paul Cathedral green or along Pine from Pearl. Few buildings in Burlington stretch the length of an entire block. The traditional pattern of narrow lots and diverse buildings creates an aesthetically appealing streetscape. Yet for functional reasons (an internal parking garage), this 300’ long building is necessary. It’s quite possible to design a long building that appears smaller than it actually is, but the current proposal has not succeeded in achieving that. With its unbroken plane and repetitive fenestration, the proposed design for the lower floors of the building needlessly emphasizes its large size. D. DESIGN ELEMENTS that should be IMPROVED / ADDRESSED Redesign the parking garage façade Moving the parking levels from below grade (May 2015 plan) to floors 2-4, where they are visible from the street, creates a significant design challenge the architects have not yet fully resolved. The current design draws the eye to those levels, where large openings will leave the parked cars and the interior lighting quite visible.

There are existing models of upper level garages downplay the presence of parked and circulating cars. Successful models integrate parking levels into the overall structure with common materials and details (see attachment D). Emphasize vertical rather than horizontal connections It’s common for the first floor of an urban building to vary in appearance from upper stories, but this proposal shows entirely different façade treatments for retail, parking, office and residential levels. For example, the parking garage façade treatment carries through the entire block, despite the completely different office and residential towers that sit above it on Bank and Cherry. This lack of vertical continuity creates a disjointed effect. Several long buildings seem to be stacked on each other, rather than buildings side-by-side, as we’ve come to know them in a traditional urban setting. The building could appear smaller if there was greater continuity in materials and style between floors, but greater variation between horizontal elements.


The goal would be to make the different towers read as separate building elements, unified from top to bottom, but distinct from each other and set off by intervening elements. This approach would be more in keeping with the existing pattern of downtown Burlington, where several buildings rise from a single block face (see attachments C). Related issues Reduce the monotony of the retail, office and parking floors Establish a more varied rhythm in the façade by altering the fenestration, adding vertical elements, creating breaks in the building plane or other means (see attachments C). The goal of a more active and human scaled urban street will be further enhanced by building transparency, frequent of entries and associated architectural elements (see attachments A). These urban design goals are aligned with the direction of Burlington’s draft downtown Form Based Code under public discussion over the past several years. Eliminate the St. Paul Skyway The proposed skyway bridge above St. Paul St. does not appear to have an critical circulation function, but will have a negative impact on the streetscape. It will block the newly restored visual connection between northern and southern sections of downtown. It will darken the street below and diminish its quality as a public space. As skyways often do, they draw foot traffic away from the street and undermine the overall planning goal of activating downtown streets. Design the building to address grade changes along St Paul Street An active corner use at the new intersection with St. Paul could vastly improve the streetscape of Bank Street. The corner could be a café, restaurant with outdoor seating, or a small public plaza that marks the entrance to BTC. The current plan shows sections of blank walls at the corner. To accommodate the grade change and take advantage of this prime location, the building could be designed with a separate corner floor plate level that opens to St. Paul and Bank at grade (see attachment B). Show Bank, Cherry, and St. Paul St. retail facades in greater detail So far, the drawings have suggested but not illustrated the type of façade details that would create a successful retail streetscape. More detailed elevations are needed to determine whether the facades have sufficient transparency, permeability and other key design elements (see Attachment A).


More detailed elevations are needed to determine whether the facades have sufficient transparency, permeability and other key design elements present in the best qualities of Church St. Illustrated elevations at a smaller scale, combined with photo-simulated perspectives from the street (rather then from the sidewalk) will make a more thorough evaluation of the street level façade possible. A physical model of the project would not be necessary or effective at relaying this information.

Original Proposal

Current Proposal – reduced mass, same height

Another Option Explored – same SF, taller

Key areas for design development/improvement: Façade articulation

• Composition and articulation of the lower levels of the project• Greater variation in facade design; more

responsive to surrounding environment• Façade broken down into smaller

elements• More complexity in development of

secondary design elements—entrances, windows

• Less emphasis on horizontal composition; stronger visual connection between upper and lower elements of the building

• Some variation in plane of building façade to eliminate flatness, add shadow

• Additional attention to street level design/entrances

Simple BTC scale comparison: both building (beside each other facing the Boston Public Garden) are approximately the same height and length as the Cherry Street façade of the new BTC

Four Seasons Hotel (12 floors; approx. 350 feet long façade)

Heritage on the Garden--retail, office floors, upper residential (12 floors with setback, approx. 300 ft long façade)

Façade articulation: repetitive and flat vs. varied composition and multiple planes

GOALS FOR FAÇADE ARTICULATION AND COMPOSITION:

• Greater variation in design; more response to surrounding environment

• Façade broken down into smaller elements

• More complexity in development of secondary design elements—entrances, windows

• Less emphasis on horizontal composition; stronger visual connection between upper and lower elements of the building

• Some variation in plane of building façade to eliminate flatness, add shadow

• Additional attention to street level design/entrances

HIG

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T, C

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COLUMBUS, OHIO

BOSTON, MASSACHUSETTS

IMAGES AND ANALYSIS COURTESY JULIE CAMPOLI, TERRA FIRMA DESIGN

IMAGES AND ANALYSIS COURTESY JULIE CAMPOLI, TERRA FIRMA DESIGN

Key areas for design development/improvement: Street level design is critical to success

Key areas for future design development: Treatment of parking facades• Design of parking facades:

• Integrate/blend within overall building design

• Vary expression within facades and on different streets

PARKING STRUCTURE PARKING STRUCTURE

Successful integration of parking structures

IMAGES COURTESY JULIE CAMPOLI, TERRA FIRMA DESIGN

planBTV 35

Traditional towns and cities were laid out and designed

for people. Despite extreme changes in commerce, transportation, human

behavior, and the structure of society, historic centers have

continually adapted, and after more than 150

years, the complex fabric of towns and cities has

endured.

WHAT WORKS

Lessons learned from Burlington and other traditional cities.

Timeless principles

PHOTO BY MAX TRUMAN

36 planBTV

Destination. People will tend to walk more if they have somewhere meaningful to go. Meaningful destinations include civic spaces, schools, meeting halls, and commercial areas like neighborhood or town centers where daily or weekly shopping needs can be met. Often these destinations, when centrally located, become the “heart” of the community. In Burlington, Church Street acts as the center for both locals and visitors, with the waterfront, the universities, and smaller neighborhood centers serving as additional destinations.

Distance. The average pedestrian is willing to walk up to one-quarter of a mile (1320 feet) or roughly five minutes to a destination. This ¼ mile walk from a neighborhood to a meaningful destination at the center is called a “pedestrian shed”. For most Americans, distances requiring more than a five minute walk will typically be made in a car rather than by walking. This walking versus driving threshold is locally calibrated. In Burlington, because of a culture of auto-independence, residents are likely to walk longer than the ¼ mile distance.

Design. An interesting streetscape and pedestrian safety and comfort are critical for a walkable environment. Narrow travel lanes, street trees, and on-street parking all act as effective psychological cues, helping to slow automobiles and, in turn, enhance pedestrian comfort. The design elements of the building themselves also provide visual interest and diversity of experience along the way. In Burlington, most urban streets feel comfortable for walking, with the exception of a few of the higher speed streets.

oday, cities and towns across New England are experiencing a renaissance, with an upswing in residents who want the benefit of an urban lifestyle. The creative class, entrepreneurs, and baby boomers are moving into cities, sacrificing privacy, personal space, and their automobiles, in exchange for convenience, entertainment, and social interaction.

In addition to attracting residents, traditional communities have also become centers of place-based tourism. Travelers visit historic places because they feel good and have appeal at a very basic level.

Over the past 20 years, urban designers and new urbanists have been studying historic centers to learn what makes them so adaptable, vibrant, and livable. What we have discovered is a set of critical characteristics that most loved places possess. These principles, including walkability, connectivity, density, scale, diversity, and mixed uses, are described here in more detail.

Walkability

TThe term “walkability” has become a buzz word in recent years without much effort to provide definition. As a result, it is often misunderstood to mean a place that would be pedestrian-only. In fact, the term describes an environment where there is balance between many modes of transportation. Most importantly, it describes an environment in which people feel comfortable walking. In Burlington, there is a greater emphasis than in most communities on the importance of walking and biking, with a significant portion of the population sharing an interest in living sustainably and minimizing individual carbon footprints.

The constituent elements of walkability are referred to as “The 3 D’s”: Distance, Destination, and Design. When each of these elements are addressed, people are more likely to walk.

Timeless principles

planBTV 37

DensityDeveloping in a dense pattern, where multiple story buildings are located closely together, can minimize air and water pollution, preserve open space, and enhance social interactions and a sense of community. There is an increasing recognition nationwide that density is integral component to the creation of neighborhoods that offer convenience, value and a high quality of life. In addition, more compact development patterns are likely to reduce Vehicle Miles Traveled (VMTs) by enabling more people to walk or bike to work or to run errands. Density can also produce reductions in energy consumption and CO2 emissions both directly and indirectly.

ScaleScale relates to the size of buildings

in relation to ourselves and the world around us. Human scale is what feels

comfortable to people. Both short and tall buildings—like those pictured here—

can be human scale, and having this variation is important. The proportions

of doors and windows, the height of each story, and the relationship between details of the building all impact whether a building is at a scale that feels right to

a person. It is important in the design of walkable places to create a sense of enclosure and human scale by pulling

buildings closer to the street and minimizing large expanses of asphalt that can make a pedestrian feel exposed and

out of place.

ConnectivityThe suburban street system that requires traffic to move from local street, to collector, to arterial causes congestion and limits options for pedestrians as well as vehicular traffic and emergency services vehicles.

An interconnected networks of streets alleviates congestion by dispersing traffic and offering alternative routes for pedestrians, making for a more interesting walking experience.

All streets should be connected to other streets, maximizing the number

of routes to and from a destination. By avoiding dead ends and cul-de-sacs, and instead creating a street network, drivers, cyclists, and pedestrians can

choose from a number of different options. Having greater connectivity allows for

traffic to disperse, minimizing congestion by providing multiple ways to get from point a to point b. An interconnected

thoroughfare network also increases life safety by providing alternative routes for emergency service vehicles so that they

may avoid congested or blocked streets.

Connectivity is also beneficial to pedestrians by increasing pedestrian

access throughout a community, along streets, sidewalks, paths, and trails. By increasing the number of routes through a community, pedestrians are provided

alternatives and a more interesting pedestrian experience.

Timeless principles

38 planBTV

DiversityDemographic diversity of people in age, income level, culture, and race provides a sense of interest and vitality within the most loved cities in the world. In order to attract this type of diversity to a community, the physical form must be conducive to the varied lifestyles of these groups. A key component to creating an environment where diversity thrives is the provision of a mix of housing options. There should be many different types, sizes and price points intermingled in close proximity, with a range of living experiences from urban to more rural.

The variety of dwelling types should include: different sizes of detached single family houses, rowhouses, apartments, and live-work buildings. In addition, small ancillary buildings with a living space above the garage should be permitted within the rear yard of each principal building for extended family, tenants, guests or students to stay or live. Residential units should be available either for leasing or for ownership. This allows young and old, singles and families, and residents having a range of income levels to find a dignified home that suits their preferences and lifestyles. An additional benefit of a mix of housing types is that workers can live within walking distance of offices and retail establishments, requiring less dependence on the automobile.

Mixed-Use

the urban century

Whenever possible, neighborhoods should include a mix of commercial (retail, restaurants and offices), residential, recreational, and civic uses. This mix should be well-balanced, incorporating both vertical and horizontal mixed-use within the neighborhood, the block, and the building. An ideal mix would allow residents to meet all of their daily needs within a short walking distance. When this occurs, the number of automobile trips per household is substantially reduced. This mix of uses is optimized when commercial establishments have residential dwelling units above to help promote active streets.

Accommodating a diversity of people, in different stages of life and with varying incomes, requires a range of housing options. Commercial blocks, live work units, small cottages houses, and rowhouses reflect additional building types that could be provided in Burlington to meet the needs of young professionals, students, entrepreneurs and retirees.

Timeless principles

108 planBTV

THE MALL

KEY MAP

The Burlington Town Center Mall occupies much of the downtown between the northern waterfront and Church Street. The large superblocks created by its original layout can be punctuated and activated in order to enable pedestrian and vehicular flow, thereby restoring the urban grid.

Ensure that zoning regulations render the development of housing easier, reducing barriers and costs.

Planning & Zoning Department

DOWNTOWN HOUSING

There is a significant unmet demand for housing throughout the city (as discussed in the Housing Nut). This is particularly true for affordable and moderately-priced housing downtown. Downtown workers, young professionals, and empty-nesters all want to live close to where they work, shop and recreate. With undeveloped air space above the mall, and a relatively high and flat area of the City that has little impact on prominent views, this quadrant of the downtown is well suited for larger residential structures. The plan suggests the addition of larger residential, mixed-use buildings by redeveloping underutilized parcels, essential for addressing citywide housing needs, reducing traffic congestion and parking demand, and supporting the continued vitality of our downtown economy.

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Amend the Official Map to re-establish those connections in the street grid.


RESTORING CONNECTIVITY OF THE URBAN GRID

The large, contiguous footprint of the mall is out of character with the intimate and finer grained urban fabric of the City. When it opened in 1982, the Burlington Town Center Mall clipped both Pine Street andSt. Paul Street, inhibiting north-south movement in this quadrant of the City. The Mall acts as a barrier that forces additional vehicular traffic onto Battery and South Winooski, which lessens their attractiveness to pedestrians and bicycles. Today, older malls around the country are redefining themselves by embracing the surrounding urban environment and becoming less insular. In Burlington’s case, this presents an opportunity to open the street level of the mall at Pine and St. Paul streets to create a public plaza and re-establish north-south traffic flow for pedestrians and bikes. These spaces could become activated by street-level retail and cafes, as well as community events with pop-up stages for Discover Jazz or Festival of Fools. Additionally at Pine Street, the underground ramp that provides access to the Burlington Town Center (BTC) parking garage could be continued through to Cherry Street, thereby re-establishing north-south traffic flow for vehicles and reducing congestion on Battery and Winooski.

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Work with Burlington Town Center to re-imagine how the potential design intervention can work.


ELEMENTS OF THE PLAN

planBTV 109

Develop zoning regulations that emphasize building form, facilitate infill, and activate the streetscape for pedestrians.


STRATEGIC URBAN INFILL AND LINER BUILDINGS

The BTC occupies a significant footprint in this quadrant of the City. Yet numerous opportunities exist for strategic infill and liner buildings along Cherry, Pine and Pearl Streets. Such structures should be designed to reinforce the urban street wall and provide active ground floor uses to promote a vibrant streetscape.

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Bank Street

Church Street

College Street

Pearl Street

Cherry Street

Battery Street

St. Paul Street

Pine Street

South Winooski Avenue

STREET LIFE

Walking along Cherry Street and parts of Bank Street between Church and Battery Streets, you may have experienced a sense of urgency and desire to move quickly past the desolate, bland, and non-inviting building facades and dark unprogrammed spaces. All along Cherry Street there are numerous opportunities for activating the street by turning the mall inside out and bringing retail and other activity back to the street. Strategic infill development, innovative building renovations, and streetscape improvements (such as trees and outdoor seating) would make for a more inviting, vibrant, and safer-feeling street. Expanding the Church Street experience to the side streets and the rest of the downtown and waterfront will ultimately help generate additional economic vitality, create new jobs, and draw more visitors to Burlington.

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Continue to implement the Complete Streets Design Guidelines adopted as part of the 2011 Transportation Plan.

Develop zoning regulations that emphasize building form, facilitate infill, and activate the streetscape for pedestrians.


Department of Public Works

ELEMENTS OF THE PLAN

Potential Civic BuildingsExisting Civic BuildingsPotential BuildingsExisting Buildings

110 planBTV

The above rendering shows a view looking southeast of Burlington as it exists today, with the Burlington Town Center Mall in the center of the image. City Hall is in the top center of the rendering and Battery Street in the foreground. Currently Pine Street and St. Paul Street dead end at the mall, forcing traffic onto Battery Street and South Winooski Avenue. The mall superblock also makes it difficult for cyclists and pedestrians to navigate through this area.

THE MALL EX

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Pearl Street

Battery S

treetCherry Street


Pearl Street


planBTV 111

The illustrative plan for the mall area suggests reopening Pine Street and St. Paul Street, preferably as complete streets that would accommodate all modes of transportation and

parking, repairing the street grid and relieving pressure from Battery Street and South Winooski. In lieu of the complete street option, the mall could be more surgically modified to

allow for a plaza to pass through that would be open to pedestrian and bicycle traffic. Both alternatives would greatly enhance the connectivity within the City while also updating the

mall to more actively interface with the City and benefit from the additional visibility.

The rendering also shows redevelopment and infill within the urban renewal area, which is an area of the City where the pedestrian realm could be greatly enhanced by filling in large

gaps in the street wall.

Aerial photograph of Town Center

Mall looking southeast, with

City Hall Park in the distance.

Battery S

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Cherry Street

Main Street

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July 12, 2016 Dear Planning Commission Members: Thank you for your review and careful attention to the Downtown Mixed Use Core overlay district (DMUC) zoning amendment that would, if adopted, enable the Burlington Town Center (BTC) redevelopment proposed by my company, Devonwood LLC, as set forth in the May 2016 Predevelopment Agreement (PDA) adopted by the City Council and signed by the Mayor and me. I am writing to provide brief input regarding issues you are considering for inclusion in your letter to the City Council regarding the draft ordinance you voted to send on the City Council at last week’s Public Hearing. I previously submitted comments on a few topics that I repeat and amplify here for your ease, along with a few other comments, tracking the item numbers on the chart you have developed:

Item 1 – DMUC Parcel Boundaries: On this point, BTC supports that boundary as referenced in the PDA. However, we would not be opposed to an expansion of the overlay district if the majority of the City Council supported it. Brian Dunkiel previously submitted analysis of the spot zoning issue and I urge you to take it into account as you formulate your recommendations to the City Council.

Item 2: Official Map. The provisions of the PDA related to the proposed new streets at St. Paul and Pine between Bank and Cherry were carefully and closely negotiated by the parties. The City successfully sought to increase the Pine Street right of way to a full 60 feet (sufficient for a "complete street"), even though another property owner at 100 Bank is impacted by that requirement and that parcel is outside of my control. Providing that additional right of way required my development team to redesign the project to account for about 1 million lost square footage (roughly calculated at 20 additional feet width X 350' length X 160' height, minus the portion occupied by the adjacent 100 Bank Street not owned by me). Aligning Pine Street north to south on the Official Map, rather than adopting the Official Map attached to the Predevelopment Agreement, is a serious issue that will impact the PDA and my ability to undertake the BTC redevelopment for a couple of reasons. First, it would as you know be inconsistent with the PDA adopted and agreed to by the City and me. Second, any further adjustment east will take additional significant square footage from the program of the BTC project as planned, at corresponding cost to the project and, if accomplished through a taking as contemplated by state law, to the City. Third, it does not appear to me that Pine Street currently actually aligns straight above and below the parcels in DMUC; this complicates the impact of requiring "alignment" and likely means that a change to the Official Map as contemplated in comments would affect development rights of more than just my parcels within the proposed overlay. Thus, to modify the map as proposed by some Planning Commission members would have the unintended consequence of jeopardizing future zoning permit applications for numerous properties not owned by BTC in the area. Indeed, the DRB could be required by statute to deny

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permits and delay project depending on how the map is ultimately modified. Supporting the proposed official map amendment would avoid this consequence. In addition, with respect to St. Paul Street, I had early in the process offered to align this street but that was not welcomed by the City for a couple of good reasons. First, it would require the LLBean building, which I own, to be razed as a part of the current development plan, at significant additional cost given the building's condition and existing tenancies. Second, the new transit center on St. Paul Street north of the BTC will utilize one-way south traffic patterns for the GMT buses; I believe there was real concern by some in the City that aligned streets would actually be less safe and more difficult for traffic than the plan as submitted, which is “jogged” and can be signaled and signed to avoid direct conflict. I ask that you reconsider this issue and recommend the Official Map as attached to the PDA for all of these reasons. If the streets are aligned as commented on by the PC, I am afraid I won’t be able to proceed with the proposed designs and program for the BTC. Item 3: By Right Height and Official Map. I am very concerned that conditioning the otherwise "by-right" height on the Official Map street alignment issue may constitute an impermissible taking without compensation (to any parcel owner, not just me). However, if the Planning Commission recommends adopting the Official Map as attached to the PDA, showing the layout of the streets as agreed to by the City as a part of this process, I would have no objection to the Planning Commission also commenting that the full district height should be utilized only if there is no new building within the street rights of way as shown on that new Official Map, as proposed in your draft letter to City Council. Item 3 and Item 12: Parking Garage. I urge you to review the information we submitted (from myself and a knowledgeable construction company) at your earlier meeting regarding an underground garage, and I ask that you not recommend requiring a showing that an underground garage is "infeasible" or “no viable alternative exists” or similar language. Making that type of showing could present a very high and ill-defined bar that I believe could add significant time, cost, and uncertainty to any permitting process. Even though we investigated to find a realistic underground garage solution, there are many reasons that a below grade garage did not work for the BTC project, and we understood that the City tech team agreed with this assessment. These included but were not limited to cost - the disruption from the trucking and excavating alone would be very significant. Also, the BTC project is already partially below grade, as shown in the plans and as currently built, and I am not sure that has been understood in the commentary on the garage location. We provided many weeks ago our assessment of this issue; public comments claiming that it has not been considered adequately are not correct.

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I submitted to you recently the new garage facade views we provided to the DAB and DRB; I am hopeful you will see that these are significant improvements over the original sketch plan. The feedback we have received has been positive that these are trending in the right direction, and certainly further refinements will occur as we discuss how best to screen the garage with the DAB and DRB. We understand the City’s desire to ensure that any above-ground parking structure is both sufficiently off of street grade to allow for an engaged pedestrian experience and screened well enough that it blends in with the rest of the building. We are also designing the floor to ceiling plates of the garage to full height for residential reuse, if in the future that were possible due to decreased parking spot requirements. The Planning Commission could consider recommending making that a requirement of any above-ground facility in the DMUC, in my view. Many individuals have commented on their desire for less parking downtown; while neither City permitting rules nor the realities of tenant leaseholds make that feasible now, there is no reason why garage floors in above-ground structures can’t be built for potential reuse when we achieve the less car-dependent future many envision. It is unrealistic to require offsite shuttle parking, or all underground parking the DMUC. Similarly, requiring full use of liner buildings (the "Hotel Vermont" model referred to) is also very challenging - that site was a small, separate lot without any need to connect to other uses and functions, and unless it built as it did, it could not have properly utilized the site at all. The additional design and engineering work, entrances, corridors, garage ventilation systems, and exterior structures that would be required to accomplish this on other parcels would be quite significant. Good garage design should indeed be required, but I urge you not to recommend unrealistic conditions that would make it very difficult to construct the the sort of larger mixed-use development contemplated on these key downtown lots. For the BTC project, we have already substantially improved the garage facade and have said that we will continue to do so, including investigating whether a liner approach could be used in key areas to help break up the facade and further improve the streetscape - let us continue to work with the DAB and DRB to create an acceptable design, under the zoning standards as submitted by planning staff. Please reconsider recommending a stricter showing or other requirement to build parking above ground.

Item 14 – Bonding for LEED Gold: The recommendation in the current draft ordinance and as reflected in Planning Commission comments to require a bond 5X the building permit fee for LEED Gold Certification would add a material cost to projects in the DMUC that may not encourage development as the City hopes. I have gone beyond any previous commitment by not only agreeing to construct to LEED Gold standards as stated in the PDA, but also to take the 2030 energy challenge into account. The sort of agreement the City has made with me for these standards is innovative and more appropriate than a zoning ordinance requirement that adds financial burden to already difficult-to-build projects. The bonding cost recommended would in essence become another outlay from a project, raising overall costs and therefore making the finances more difficult.

Item 15 – Inclusionary Housing: I am disappointed in the unfounded claims by some that the inclusionary units I am agreeing to provide – without buyout or other exemption, as expressly

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promised in the PDA – somehow do not constitute a public benefit. I worked hard with the Mayor and City Council to find the right balance in the housing mix set forth in the PDA. I believe that the number of student units, which was a compromise with the City Council, will help Champlain College fulfill its plan to take its students out of neighborhoods. I believe the number of inclusionary units – 20 % – will be among the largest influx of privately-developed units Burlington has seen. The balance of the units will be available at market, adding new options to our limited housing stock downtown. I'll continue to work with the City Council to make sure the mix is right as we finalize a Development Agreement. But I urge you not to recommend requiring greater than 20% inclusionary units as a condition in this DMUC zone. A greater percentage will not achieve the City's goal of facilitating development here to help the housing problem Burlington faces. Requiring 20% inclusionary is a big but achievable number; more is not. Also, achieving even that number of units is dependent upon getting enough height to build the units planned, something that cannot happen if the project is lowered as some have asked for. Balance is the key to achieving the City’s goals, and changing one element will affect other parts of the program. Item 16 – Post-Secondary and Community College Permitted Use: I want to assure you that the concerns are unfounded that the entire project – which will be defined by state law as a Priority Housing Project requiring mixed-uses – will somehow become only a downtown college or community college campus. The reason for the requested change from conditional to permitted use is that other educational uses are presently permitted uses, but not post-secondary; it is likely that Champlain College would want to provide some study lab, maker space, or similar educational space in the new project given that a number of Champlain College students will be living in the apartments under a master lease with the College. Just as I would like to provide early childhood education space to support working families in and near the redevelopment, so too would I like to provide the sort of study lab space that likely would benefit the Champlain College students living in the redevelopment’s apartments. My counsel Brian Dunkiel also has a few specific line edit comments to the DMUC draft amendment itself, and he plans to provide these directly to David White and the City Council. Thank you again for your hard work on this zoning overlay. I have been engaged in the City process every step of the way to help achieve goals the City had well before my project came about - to reconnect its streets, to find greater density in the downtown to support housing and jobs, to fix what has become a blemish of a suburban mall in the middle of Burlington. This has been a long and thorough process, despite claims you have heard otherwise. I am very positive about Burlington, the future of this city, and the benefits this project will bring to it. Thank you for considering my concerns regarding your comments to the City Council on the DMUC overlay. Sincerely, Don Sinex Devonwood Investors LLC