TOWN OF BRISTOL ZONING BOARD OF ADJUSTMENT BRISTOL WORKS!

, LLC CONDITIONAL USE DECISION APPLICATION #11-49, ALL PHASES Bristol Works!, LLC appeared before the Bristol Zoning Board of Adjustment (ZBA) with Application #11-49 at the following hearings: --on August 23, 2011 The members of the ZBA present for the hearing of August 23, 2011
were: Kevin Brown - Chairman, Brenda TiIlberg, Paul Jackman, Bob Stetson, Peter Grant, Ron Kowalski, Carol Clauss, and Ted Desmond --on September 13, 2011: Kevin Brown - Chairman, Brenda TiIlberg, Paul Jackman, Bob Stetson, Peter Grant, Ron Kowalski. --on October 11, 2011: Kevin Brown - Chairman, Brenda TiIlberg, Paul Jackman, Bob Stetson, Peter Grant, Carol Clauss, and Ted Desmond. Kevin Harper, David Blittersdorf, Kim Smith, and Robert Fuller were sworn in at the outset of the hearings prior to providing testimony. Bristol Works!, LLC seeks conditional use approval for the development of its 5.5+/- acre property located at 72 and 74 Munsill Ave in Bristol for the following

1. Adding new entrances, re-arranging the parking areas, walkways and sidewalks. Existing building footprints will not change and there will be no increase in nonconforming structures. 2. Using the buildings for a range of uses all of which are permitted or conditionally permitted under the current Zoning Bylaws. None of the uses are non-conforming uses.
At the conclusion of the hearing of August 23rd, the ZBA closed the evidence on Phase I Building 6 of the Bristol Works application in order to deliberate and render a decision. The Board issued a decision on Phase 1-Building 6 on September 22, 2011. At the conclusion of the hearing of September 13, 2011, the ZBA closed the evidence on Phase 2 -Building 1 of the Bristol Works application in order to deliberate and render a decision. The Board issued a decision on Phase 1-Building 6 on September 28, 2011. Application #11-49 was continued with respect to its remaining phases. The Applicant has filed a Motion to Reconsider to request the Board to issue a decision on the entire project not just Phase 1-Building 6 and Phase 2-Building 1.

FINDINGS OF FACT
Based upon the testimony of Kevin Harper, David Blittersdorf, Kim Smith, and Robert Fuller, zoning application #1 1-49 and supporting documentation filed by Bristol Works concerning its property, and the Bristol Zoning Bylaws and Regulations, the ZBA makes the following findings of fact: 1. The application concerns two parcels of property: (1) a 5.43 acre parcel located on the corner of MunsiIl Ave. and Pine St. ("Parcel I") and (2) a .66 acre property located on the north side of Pine Street, across the street from the 5.43 acre parcel ("Parcel 2"). 2. Both parcels are located in the Mixed Use Zone. See Section 1012 of the Bristol Zoning Bylaws. 3. Parcel I has six buildings located on it, which most recently housed the Autumn Harp manufacturing business and offices. All together, the buildings total approximately 55,000 square feet of commercial space. Parcel I also has existing parking areas located on it. 4. Parcel 2 consists of open land with an unimproved parking area. 5. The site as it looks today is shown on Exhibit 1 (2005 Plan). 6. Parcel 1 has been the site of commercial manufacturing activity prior to the adoption of the Town's Zoning Bylaws. Drake Smith & Co. operated a furniture manufacturing facility on the site and employed over 150 people at the facility during the 1970s. 7. After the adoption of the Town's Zoning Bylaws, Vermont Toy Works used a portion of the property for its manufacturing, warehouse, and office operations. Over time, existing building were renovated and new buildings were constructed. 8. Autumn Harp began manufacturing lip balm and other products on the site in the early 1990s. 9. Autumn Harp's business grew. It expanded its manufacturing facilities and added office space, warehouse space, and a loading dock to complement its manufacturing operation. 10. Autumn Harp's business continued to grow. It employed upwards of 225 people and operated three shifts per day, seven days a week at its peak. 11. Materials were delivered to Autumn Harp by truck, including tractor trailers. Autumn Harp also shipped its product by truck from the facility. 12. Eventually, Autumn Harp's business outgrew the site and moved to a new facility in Essex Junction. Autumn Harp ceased operations on site in approximately 2010. 13. Over the years prior to Autumn Harp's departure, the Town issued several zoning permits

for the construction of manufacturing, warehouse, loading facilities and office space. 14. The Town also issued zoning permits for other commercial uses in various buildings on Parcel 1. The Town approved the operation of a health and fitness club in Building 6 (Permit dated 10/8/1993). 15. In 2007, the ZBA issued a conditional use permit for a proposed manufacturing, warehouse, and office operation of Vermont Coffee Co. (Permit #07-18). 16. Bristol Works! LLC purchased the two parcels in December of 2010 and seeks approval

of a new plan for the property which involves renovating the existing buildings, adding new entrances, re-arranging the parking areas, walkways and sidewalks and using the buildings for a range of uses which are permitted or conditionally permitted under the current Zoning Bylaws. A conceptual plan is attached as Exhibit 2 and a survey of the property is attached as Exhibit 3 (2011 Survey). The proposed site plan dated September 9, 2011 submitted for approval is attached as Exhibit 4. Long range plans include the possibility of adding residential housing units. Housing is a permitted use in the Mixed Use Zone.
17. Specifically, Bristol Works! LLC seeks approval of the following:

--Adding new entrances, re-arranging the parking areas, walkways and sidewalks. Existing building footprints will not change and there will be no increase in nonconforming structures. --Using the buildings for a range of uses all of which are permitted or conditionally permitted under the current Zoning Bylaws. None of the uses are non-conforming uses. 18. None of the uses of the buildings will be changing from the historic and previously permitted uses of the sitemanufacturing, warehousing, offices, retail, wellness and recreation uses. Such uses, while previously individually occurring in certain buildings, are now going to potentially occur throughout the campus. 19. The site plan provides for
-- 97 parking spaces to the west and south of Building 6 in the area of the current large gravel parking area. -- 29 parking spaces to the north and east of Buildings 3, 4, and 5 -- 74 parking spaces on Parcel 2. 20. The area used for parking spaces will not be increasing. The lot coverage or

impermeable surface areas of the lots will actually be decreasing.

SECTION 341 CONDITIONAL USE ANALYSIS and CONCLUSIONS OF LAW The Board finds that: A. JURISDICTION 1. In light of the pre-existing and prior approved structures and use on the Property, the only aspects of the proposed project which require approval are: a. Any additions to the footprints of existing buildings; b. Any changes to the parking, walkways or landscaping; and c. The change in use of specific buildings to permission for such uses to occur in any of the buildings on the Property. 2. The Board does not regulate interior renovations. The Board also finds that it does not have the authority to require approval of any exterior changes to the buildings (windows and siding) provided the dimensions of the footprints and heights of existing buildings are not changes since the specific exterior facades were never originally approved and such exterior changes are in the nature of routine maintenance and repair.
3. Section 1012 provides that the objective for the mixed use area "is to allow light manufacturing and/or residential uses to develop in the last large open parcel of land within the village districts. A manufacturing/commercial development's impact on the surrounding residential areas shall be taken into consideration when the Board of Adjustment grants conditional use permits. Such impacts should be minimized in terms of traffic, noise, odors, and safety hazards."

B. BUILDINGS/NO EXPANSION OF NON COMPLYING STRUCTURES 1. All of the proposed buildings are either pre-existing the adoption of zoning and/or have been previously approved by the Town. Some of the current buildings are non-complying in regard to setbacks; however the footprints or heights of the buildings are not going to change. Given that no footprints of buildings are proposed to be changed, there is no issue relating to expansion of non-complying structures since no expansion is proposed. 2. The additions to the buildings (new entrances and canopies and small pavilion) are within the required setbacks, lot coverage and other requirement of the Bylaws. The proposed small bus shelter is at the edge of Munsill Ave by necessity for its use. Such additions will not have any undue adverse effect on the General Standards set forth in Section 341.2 of the Bylaws and under the supplementary standards of Section 341.3 of the Bylaws.

3. The changes in parking, walkways and landscaping are within the required lot coverage and impervious surface maximums required by the Bylaws. C. PROPOSED USES; NO NON-CONFORMING USES PROPOSED 4. Section 1012 (B)(2) sets forth the conditional uses that may be allowed in the Mixed
Use District.

5. The proposed uses of the Property for manufacturing, warehousing, offices, retail, wellness and recreation uses are all uses of the property which pre-existed the adoption of zoning and/or have been previously approved by the Town. Such uses, all of which have already occurred on the Property, will not have any undue adverse effect on the General Standards set forth in Section 341.2 of the Bylaws and under the supplementary standards of Section 341.3 of the Bylaws. 6. The applicant specifically requests that any and all buildings on the Property be permitted for the following Permitted or Conditional Uses (with examples of the type of uses contemplated): Section 1012: Mixed Use B. 1. By right uses: d. Nursery (garden center) C. Conditional Uses: b. Community Facility (Child or Adult Day Care, Community Center, Government Uses and offices, Art Gallery/Studios, School, Place of Worship, Museum, etc. and related accessory uses.) c. Professional or business office (Lawyers, Doctors, Dentists, Real Estate, Insurance, general business, etc. and related accessory uses.) d. Recreational Facility (Health Club/Studio/Gym, Field House, Performing Arts, Cinema, Billiard Parlor, Bowling Alley, etc. and related accessory uses.) e. Clinic (Doctors, Dentists, Medical or Health Clinic, Medical or Research Lab, etc. and related accessory uses.) h. Personal Service (Beauty Parlor, Barber, Salon/Spa, Child or Adult Day Care, Tailor, Pet Grooming, Repair Shop, Photo or Video or Computer or Recording Studio or Lab, Print or Copy center, etc. and related accessory uses.) i. Light Manufacturing (Light Manufacturing is defined in Section 130 of the bylaws as follows:
LIGHT MANUFACTURING OR INDUSTRY: The processing, assembly, distribution, or packaging, of natural or man-made products where such activity results in no substantial

off- site impacts and all such activity and storage of raw or finished products is enclosed in a building or is screened from the abutting properties and public right-of-way. Such uses include but are not limited to the following: foundry; cabinet or furniture manufacturing; electronics manufacturing or assembly; machine shop; monument or stone works; sewing; printing' warehousing; wholesale trade; (or) research and testing laboratory; and other similar uses not of a commercial or retail nature with minimal need of customer traffic to facility

Examples of light manufacturing proposed are the Autumn Harp business previously operated on site, Country Home Products, NRG Systems, Danforth Pewters, Stark Mountain Woodworks, Vermont Coffee Company or Vermont Smoke and Cure. These types of uses fit within the definition of light manufacturing permitted and most are not as intensive of the uses mentioned in the definition. D. CONDITIONAL USE CRITERIA 7. Sect. 341(2) sets forth the general standards for the ZBA to consider in connection
with a conditional use application to determine whether the proposed use will "result in any undue adverse effect." The Board finds that the project as a whole will not

have an undue adverse impact on: Section 341(2)(A): The capacity of existing or planned community facilities. In light of the prior uses of the site in terms of usage, employees, visitors and deliveries to the Properties, it is likely that the different mix of uses will likely be less demanding upon existing and planned community facilities. Section 341(2)(B):The character of the area affected, as defined by the purpose(s) of the zoning district within which the project is located, and the specifically stated policies and standards of the town plan and harmonious relationship between proposed uses and existing adjacent uses. The current and pending Town Plan and the Zoning Bylaws specifically contemplate this Property to be used for light manufacturing, mixed commercial and/or residential use. The Zoning Bylaws contemplate as permitted or conditional uses all of the proposed uses of the property. Moreover, the near continuous use of this parcel for manufacturing and other uses define the character of the area of the Property site since 1897 and the proposed uses are consistent with the historic character and are harmonious with the surroundings. The proposed uses will have substantially less
impact on the area affected than did the previously permitted uses conducted by Autumn Harp and Drake Smith. The proposed uses are consistent with the purposes for the Mixed Use District set forth in Sect. 1012.

Section 341(2)(C): Traffic on roads and highways in the vicinity. In light of the prior uses of the site in terms of usage, employees, visitors and deliveries to the Property, it is likely that the different mix of uses will generate less traffic than previously occurring at the Property. It is likely the number of trucks entering and leaving the campus will be less than the previous tenant, Autumn Harp. Less 6

traffic will result as each building on the campus is repurposed for largely daytime and early evening activities, the manufacturing uses are split among a number of smaller enterprises and around the clock shift changes are likely reduced. However, in order to assure that the ultimate combination of proposed uses do not adversely affect the traffic on the roads and vicinity and the character of the area, the Applicant has indicated that it is willing to limit large (trailer truck (trailer type trucks) traffic coming to an from the property, as follows: 1. Without further specific approval of the Board, the uses on the Property shall generate no more than 10 large trucks (trailer trucks) per day (20 trip ends) and such trucks shall not be permitted to enter or exit the Property between 7 pm and 7 am; and 2. No truck shall be left idling for more than 5 minutes in any one hour period, except in the event that the temperature is less than 10 degrees F in which event a truck may idle for up to 10 minutes in any hour. With such restrictions, the proposed uses will not have any undue adverse
impact on traffic on roads and highways in the vicinity.

Section 341(2)(D)Bylaws and ordinances then in effect. The proposed uses are consistent with the current Zoning Bylaws in effect.
Parcel 1 is a corner lot and is therefore subject to 50 ft. front yard setback requirements from Pine St. and Munsill Ave. See Section 545. The original 8,000 sq. ft. portion of Building I does not meet the 50' front yard setback requirements of Section 1012(C). Building 1, however, predates the adoption of zoning in the Town. Building 1 therefore qualifies as a preexisting nonconforming structure and a result is not subject to the 50' front yard setback requirement. The proposed uses are conforming uses. The footprint of Building 1 will remain unchanged. Therefore, the proposed uses will not move, extend, or enlarge the structure's nonconformance with front yard setback requirements. Therefore, Section 512(4) of the Zoning Bylaws regarding nonconformities does not apply to the conditional use application for Building I. As a result, the ZBA need not engage in the analysis set forth in Section 512(4)(a)-(c) which is required when an applicant seeks to move, enlarge, or expand a nonconformity. The 3,000 sq. ft. office addition erected in the early 1990s appears not to meet the 50' front yard setback requirement from Munsill Ave. according to the survey plat dated September 8, 2011. The construction of the office addition predates the adoption of the current Town Zoning Bylaws which were generally revised and adopted March 7, 2006. Therefore, the office addition to Building I qualifies as a preexisting

nonconforming structure and a result is not subject to the 50 ft. front yard setback requirement. If a zoning permit was not granted for the construction of the office addition, this structure has been in place for more than 15 year statute of limitation set forth in Section 330(5)(A). In such a situation, the office addition could not be considered to be noncompliant with the Town's Zoning Bylaws due to the absence of a zoning permit. If a zoning permit was granted for the construction of the office addition, the permit is final and the office addition as located must be deemed to be compliant with the Town's Zoning Bylaws.

Section 341(2)(E): Utilization of renewable energy sources and adequacy of energy efficiency, orientation, and effect on the energy needs of the community. No new buildings are being proposed, however the applicant has indicated that it intends to increase the energy efficiency of the existing buildings as they are renovated and re-used with the goal of bringing the total building efficiency up to or exceeding current insulation standards wherever possible. To date, the applicant has undertaken the following: In Building #1/Manufacturing 1: spray foamed the exterior west wall, achieving an R Value of 26, and replaced 2 aging roof top HVAC units with brand new super-efficient units; In Building #6/South Building: added cellulose to the existing fiberglass in the exterior walls cavities to create an R value of 26; spray foamed the underside of the roof system with 6 inches of insulation creating an R Value of 40; and replaced the hot water boiler for baseboard heat with a brand new, high efficiency model. Removed hot water heaters and replaced them with "on demand" units that only heat water as needed. The applicant has also indicated that it is investigating all reasonable and affordable options for solar power by means of photovoltaic panels and PV trackers. Section 341(3)(A): Harmonious Relationship Between Proposed Uses and Existing Adjacent Uses. The proposed uses are less intensive and offsite
impacts, if any, will be less than those generated by the previously-permitted uses of Autumn Harp. The Mixed Use Zone expressly contemplates uses of this type within the village and among the surrounding residential uses. The exterior renovations will enhance the appearance of the buildings. Therefore, the proposed uses will enjoy a harmonious relationship with the existing adjacent uses.

Section 341(3)(B): Maximum safety of vehicular circulation between the site and the highway network. The more southerly entrance on Munsill Ave is proposed to be moved more southerly and the wide open access between north of Building 4/East Warehouse II is being channeled into 2 distinct entries. These more clearly defined entrances and exits will improve safety. Section 341(3)(C): Adequacy of circulation, parking, and loading facilities, with particular attention to safety. The new parking and circulation patterns will improve the safety on site to pedestrians and vehicles. Section 341(3)(D): Adequacy of landscaping, screening and setbacks in regard to achieving maximum compatibility and protection to adjacent property. The proposed landscaping along the roads and around and within the parking areas provide additional screening. Applicant has provided a landscaping plan (revised Site Plan dated October 4, 2011) which shows the addition of 50 trees to the site. Applicant shall install a minimum of 50 trees generally as shown on the plan; however, the location of the landscaping may be altered or vary from the plan provided that there is no reduction in total number of trees to be added to the site. Reasonable efforts shall be made to preserve existing trees along the public streets. Section 341(3)(E): Freedom from flooding and ponding. This has not been an issue on the property and the amount of impervious surface on the site will be decreasing and the additional green space and landscaping will improve stormwater management. The state storm water permit has been issued and will be updated as necessary. It is noted that at one hearing there was testimony that a drainage pipe
conducts water from the roof of Building I and discharges water across Pine St. and onto three properties located on the opposite side of the street. At the last hearing, the Applicant clarified that Building 1 had no such pipe but that Building 3 did have a drainage pipe. However, the Applicant has consulted with the landowner and the parties have agreed that the water flow on the property on the opposite side of the street is not caused by such drainpipe from Building 3. The Applicant and the landowner have agreed to monitor the situation and make improvements on the Property if necessary.

Section 341(3)(F): Adequacy of energy efficiency, orientation, and affect on the energy needs of the community. The proposed uses will improve energy efficiency. See Section 341(2)(E) above. Section 341(3)(G): All sewage and other effluent shall be safely disposed of so that it will not become a hazard to public health. The applicant has or will obtain necessary State wastewater permits.

Section 341(3)(H): There shall be a safe and adequate water supply. The project will be supplied with municipal water. APPROVAL AND CONDITIONS. 1. The Board hereby grants the Applicants motion to reconsider and rescinds its permit decisions dated September 22, 2011 (Building 6) and September 28, 2011 (Building 1). In their place, the Board issues this comprehensive conditional use permit for the subject properties and all the buildings located thereon. 2. The Board approves the application of Bristol Works! as shown on the revised Proposed Site Plan dated October 4, 2011 as prepared by Twenty4D Architects. 3. No increase in the footprint or height of any building shall be made without further approval of the Board. For any exterior additions to buildings, such as the
planned new covered entrances, Bristol Works!, LLC shall obtain any building permits required by the Town Zoning Bylaws prior to construction.

4. Specifically the Board approves all proposed features on the Site Plan including expansions of green spaces, pedestrian walk ways, proposed exterior entrances, egress porches, a bus stop and landscaping. The layout of the parking areas, walkways and landscaping may be altered or vary from the plan provided that there is no increase in parking spaces, no increase in lot coverage or impervious areas and no reduction in total number of trees to be added to the site. Reasonable efforts shall be made to preserve existing trees along the public streets. 5. The buildings on the Property may be used for the following uses under Section 1012: Mixed Use B. 1. By right uses: i. Nursery (garden center) E. Conditional Uses: b. Community Facility (Child or Adult Day Care, Community Center, Government Uses and offices, Art Gallery/Studios, School, Place of Worship, Museum, etc. and related accessory uses.) c. Professional or business office (Lawyers, Doctors, Dentists, Real Estate, Insurance, general business, etc. and related accessory uses.) d. Recreational Facility (Health Club/Studio/Gym, Field House, Performing Arts, Cinema, Billiard Parlor, Bowling Alley, etc. and related accessory uses.) e. Clinic (Doctors, Dentists, Medical or Health Clinic, Medical or Research Lab, Pharmacy, etc. and related accessory uses.) h. Personal Service (Beauty Parlor, Barber, Salon/Spa, Child or Adult Day Care, Tailor, Pet Grooming, Repair Shop, Photo or Video or 10

Computer or Recording Studio or Lab, Print or Copy center, etc and related accessory uses.) i. Light Manufacturing (Uses such as Autumn Harp business previously operated on site, Country Home Products, NRG Systems, Danforth Pewters, Stark Mountain Woodworks, Vermont Coffee Company or Vermont Smoke and Cure. General types of manufacturing includes the transforming of raw materials or products into another product and includes agricultural product processing, wood processing and manufacturing, machine and part production, etc. and the warehousing, distribution and factory sales accessory to such uses). 6. In order to assure that the approved Light Manufacturing is consistent with the character of the neighborhood and will not create undue impacts, any Light Manufacturing on the Property shall be limited as follows: The manufacture, assembly, treatment, packaging, warehousing of products which: (1) Is completely and effectively confined within a building, except for deliveries and pickups; and (2) Does not result in dust, flash, fumes, gases, objectionable odors, refuse matter, smoke, hazardous or toxic materials, electro-magnetic interference or radio-active emission being discharged outside the building; and (3) Does not result in vibrations or other disturbance perceptible without the use of instruments, at the exterior perimeter of the Property; and (4) Does not result in a level of noise exceeding a peak level of 85 dba between the hours of 7 AM and 7 PM, and 55 dba between the hours of 7 PM and 7 AM measured at the exterior perimeter of the Property. 7. In order to assure that the ultimate combination of proposed uses do not adversely affect the traffic on the roads and vicinity and the character of the area, the Applicant has indicated that it is willing to limit large (trailer truck (trailer type trucks) traffic coming to an from the property, as follows: 1. Without further specific approval of the Board, the uses on the Property shall generate no more than 10 large trucks (trailer trucks) per day (20 trip ends) and such trucks shall not be permitted to enter or exit the Property between 7 pm and 7 am; and 2. No truck shall be left idling for more than 5 minutes in any one hour period, except in the event that the temperature is less than 10 degrees F in which event a truck may idle for up to 10 minutes in any hour. 11

7. Applicant has provided a landscaping plan which shows the addition of 50 trees to the site as shown on the revised Site Plan dated October 4, 2011. Applicant shall install a minimum of 50 trees generally as shown on the plan; however, the location of the landscaping may be altered or vary from the plan provided that there is no reduction in total number of trees to be added to the site. Reasonable efforts shall be made to preserve existing trees along the public streets. 8. The applicant shall obtain approval from the Board of the location of any housing which may be proposed on the Property; 9. Any exterior lighting which shall be added on the Property shall be down shielded cut off fixtures and shall comply with the requirements of Section 820 of the Bylaws; 10. Any dumpster or outdoor storage shall be screened by fencing and/or landscaping; 11. All truck deliveries and pickups, including trash pickups, shall be scheduled between 7 am and 7 pm; 12. Bristol Works shall not discharge water from the rooftop of Building 3 offsite and
shall therefore take whatever steps are necessary to correct the current discharge across of Pine St. of water from the rooftop drain.

13. All uses of the Property shall comply with the performance standards set forth in Article VIII of the Bylaws. 14. Section 611 governs the off-site parking required for the uses that will operate on the site. The off-site parking requirements as established by Section 611 for each of the uses operating on the site shall be aggregated and shall not exceed the 200 off-site parking spaces provided by the Site Plan. Additional Conditions: All plats, plans, drawings, documents, testimony, evidence and conditions listed above or submitted at the hearing and used as the basis for the Decision to grant permit shall be binding on the applicant, and his/her/its successors, heirs and assigns. The Project shall be completed in accordance with such approved plans and conditions. This decision may be appealed to the Vermont Environmental Court by the applicant or an interested person who participated in the proceeding. Such appeal must be taken within 30 days of the date of the 4th signature below, pursuant to 24 V.S.A. Section 4471 and Rule 5(b) of the Vermont Rules for Environmental Court Proceedings. Vote of Member after Deliberations: Peter Grant moved to approve the Applicants conditional use permit application subject to the conditions set forth above. Bob Stetson seconded the motion. 12

The Board voted 7-0 (Brown, Stetson, Jackman, Tillberg, Grant, Clauss, & Desmond voting in favor) to approve the Applicants conditional use permit application subject to the conditions set forth above. the following is the vote for and against the application, with conditions as stated in this Decision. October 17, 2011 ________________________ ______________________________

13