THOMAS P.

CODY

280 Trumbull Street

Hartford, CT 06103-3597
Main (860) 275-8200
Fax (860) 275-8299
tcody@rc.com
Direct (860) 275-8264

Via Hand Delivery

August 13, 2010

Mr. Raymond Bower, Chairman

Guilford Planning and Zoning Commission
Town Hall South - 50 Boston Street
Guilford, CT 06437

Re: Costco Wholesale Corporation

DDR Guilford LLC
Application for Zoning Text Amendment

Dear Mr. Chairman and Members of the Commission:

We represent Costco Wholesale Corporation (Costco) with respect to property located

on the north side of Boston Post Road (U.S. Route 1) just west of the I-95 Exit 57
interchange, also known as the Rockpile property (the “Property”). The Property is
currently owned by DDR Guilford LLC (DDR), and Costco is in the process of
finalizing the design of a new Costco facility at the Property. In anticipation of filing
project-specific applications in the near future, Costco and DDR seek to amend the
text of the Guilford Zoning Regulations. In addition to the application fee of $250,
the following materials are included in this application submittal:

1. Executive Summary

2. Background of SCW Zone District and Previous Development Applications

3. Text of Proposed Amendment to the Guilford Zoning Regulations

4. Copy of Guilford Zoning Maps (dated March, 2010)

5. Summary of Reasons in Support of the Zoning Text Amendment

6. Statement of Consistency with Plan of Conservation and Development

10557597-v2
Mr. Raymond Bower
August 13, 2010
Page 2

7. Guilford Inland Wetlands Commission Approval for Guilford Commons

8. Guilford Planning and Zoning Commission Approval of Site Plan for Guilford
Commons

9. Connecticut State Traffic Commission Certificate of Operation for Guilford

Commons (including extension)

10. Connecticut Department of Environmental Protection Approval of Water

Discharge Permit (including proposed final decision and final decision)

11. Conservation Easement recorded in the Guilford Land Records

The proposed zoning regulation text amendment would allow a discount club to be
located in the SCW zone district. The proposed amendment includes specific
standards and criteria for a discount club, including building size, signage, and the
sale of gasoline. The overall building size of a discount club would not be any larger
than what is already allowed in the district for a multi-tenant retail shopping center.
The text amendment would be limited in scope, in that it would apply only to the
SCW zone district, and not to any other zone districts in Guilford. We believe that
the proposal is consistent with the Guilford Plan of Conservation and Development,
the overall scheme of the Guilford Zoning Regulations and Zoning Map, and the
character of the property in the district and its surroundings. Moreover, the
Commission would still have a full review of any site plan application for a specific
project, including the design review process.

We anticipate that the Commission will receive this application at its August 18, 2010
meeting. We look forward to presenting the application to the Commission in a
public hearing in the near future.

Very truly yours,

Thomas P. Cody
Attorney for Costco Wholesale Corporation

TPC/see

Enclosures
Mr. Raymond Bower
August 13, 2010
Page 3

Copy to: Mark Marchisano, Costco Wholesale

James Grafmeyer, DDR Guilford LLC
 TABLE OF CONTENTS

Executive Summary..................................................................................................................Tab 1

Background of SCW Zone District and Previous Development Applications.........................Tab 2

Summary and Text of Proposed Amendment to the Guilford Zoning Regulations.................Tab 3

Guilford Zoning Maps (dated March, 2010)............................................................................Tab 4

Summary of Reasons in Support of the Proposed Zoning Text Amendment..........................Tab 5

Statement of Consistency with Plan of Conservation and Development.................................Tab 6

Town of Guilford Inland Wetlands Commission Approval for Guilford Commons...............Tab 7

Town of Guilford Planning and Zoning Commission Approval of Site Plan for Guilford
Commons..................................................................................................................................Tab 8

Connecticut State Traffic Commission Certificate of Operation for Guilford Commons

(including extension)................................................................................................................Tab 9

Connecticut Department of Environmental Protection Approval of Water Discharge Permit

(including proposed final decision and final decision)...........................................................Tab 10

Conservation Easement recorded in the Guilford Land Records...........................................Tab 11

10557597-v2
 Costco Wholesale and DDR Guilford LLC
Proposed Zoning Text Amendment

Executive Summary

The 2004 Economic Development Supplement to the Guilford Plan of Conservation and
Development noted that a primary goal of the town must be to reduce the tax burden on
residential taxpayers by reducing the community’s reliance on homeowners to pay the vast
majority of the costs of services provided by Town government. The Plan also noted that
although the opportunities for new tax-positive land development in Guilford are limited, they
are also very obvious.

The Boston Post Road property known as the Rockpile is clearly one of those few properties in
Guilford that is properly situated for significant new commercial development. The Property’s
location next to the I-95 Exit 57 on and off ramps provides excellent access, and affords
motorists the option of using the interstate highway instead of local streets. It has long been
identified as an important location for commercial development in Guilford. The zoning
designation for the Property and its immediate area is Service Center West (SCW). The SCW
district was designed to permit larger service facilities in the context of planned development,
and a variety of commercial uses are allowed in the district.

With this backdrop, DDR Guilford LLC invested enormous resources in the planning and design
of a new multi-tenant retail shopping center at the Property. Many plans were prepared,
presented, and critiqued; many professional reports and studies were reviewed; and many days
and nights of public hearings were held at which many residents voiced their opinions about the
proposal. In the end, after several years of intense effort, DDR obtained approvals for Guilford
Commons from the Guilford Inland Wetlands Commission, the Guilford Planning and Zoning
Commission, the Connecticut Department of Environmental Protection, and the Connecticut
State Traffic Commission. Plans for the project were finalized and construction was started, but
a dramatic and unexpected downturn in the national economy halted construction.

Costco is an internationally renowned operator of membership-format wholesale clubs, also

known as discount clubs. Costco sees the Rockpile as a great location for its business, but it is
also an ideal opportunity for Guilford to realize the completion of the commercial development
that was started at the Rockpile, but not finished. Before presenting specific project plans to the
community, Costco is pursuing this zoning regulation text amendment to ensure that its project
will be consistent with the Guilford regulations.

The proposed zoning text amendment would allow a discount club to be located in the SCW
zone district. The proposed amendment includes specific standards and criteria for a discount
club, including building size, signage, and the sale of gasoline. The overall building size of a
discount club would not be any larger than what is already allowed in the SCW district for a
multi-tenant retail shopping center. In other words, under the proposed regulation, a discount
club could be no larger than the total amount of retail space already approved for Guilford
Commons.

The proposed text amendment would be limited in scope, in that it would apply only to the SCW
zone district, and not to any other zone districts in Guilford. Because of this, Costco believes
that the proposal is consistent with the Guilford Plan of Conservation and Development, the
overall scheme of the Guilford Zoning Regulations and Zoning Map, and the character of the
property in the district and its surroundings. Moreover, the Commission would still have a full
review of any site plan application for a specific project, including the design review process.

DDR invested great effort in its plans for Guilford Commons, and the many members of
Guilford’s land use boards and commissions also invested great effort in reviewing those plans
and listening to the public. That effort has not been wasted, however, because the extensive
work that has already been completed can serve as a foundation on which to review a proposal
for a discount club. For example, the Guilford Inland Wetlands Commission conducted an
exhaustive review of DDR’s proposal; in the process of that review, the IWC studied the
proposed stormwater drainage system for the site and made certain recommendations. These
recommendations were incorporated into the Guilford Commons plans, and can also be readily
made a part of the plans for a discount club – why? – because the site engineering for a 150,000
square foot multi-tenant retail shopping center is similar to the site engineering for a 150,000
square foot discount club. The IWC also required that a perpetual conservation easement be
executed and recorded, which DDR has done. Similarly, the Planning and Zoning Commission
made recommendations during its review of the site plan which were incorporated into the plans.

The Connecticut Department of Environmental Protection conducted an exhaustive review of the

proposed on-site wastewater treatment system, which resulted in the approval of detailed plans
for a wastewater treatment plant that can also be installed for a discount club. The Connecticut
State Traffic Commission also conducted an in-depth review of the anticipated traffic from
Guilford Commons and required certain roadway improvements to mitigate potential traffic
impacts. These improvements will likely be a requirement for any future development of the
Property.

A new Costco presents an ideal opportunity to complete the development of a property that is a
key location for economic development in Guilford. Although Costco looks forward to
submitting detailed plans and applications to the Guilford community, the first step in the
process is the Commission’s review and consideration of the proposed zoning text amendment.
 Background of SCW Zoning District and Previous Development Applications
in the SCW District

The Property is located in the Service Center West (“SCW”) zone district. The SCW zoning
district is a commercial zoning district designed to permit larger service facilities in the context
of planned development. There is only one area in Guilford that is currently zoned SCW: the
land located northeast of U.S. Route 1 including the northerly portion of the Exit 57 interchange
itself, the Property, and the adjoining commercial property known as Parkview Plaza. The SCW
zone district does not extend south of U.S. Route 1, east of the I-95 southbound off-ramp at Exit
57, or west of Joan Drive. No other land in Guilford is currently zoned SCW.

The Zoning Regulations currently allow a variety of permitted uses in the SCW district,
including retail stores, business and professional offices, financial institutions, personal service
establishments, restaurants, retail clothes, cleaning and laundering, schools (including day care
facilities), facilities of the town, state and federal government, recreational facilities, non-profit
facilities including museums, entertainment facilities including movie theaters and playhouses,
short and long-term health care facilities, and lodging establishments. Development of any of
the permitted uses in the SCW zone district requires Planning and Zoning Commission approval
of a site plan pursuant to Article IX of the regulations, as well as design review pursuant to
Article XIX of the regulations.

To the south of U.S. Route 1, and across the street from the Property and the Exit 57 interchange
ramps, is land zoned C-4W. The C-4W zone district is a commercial zone district designed to
permit automotive related uses and other retail, office and light manufacturing uses adjacent to
the I-95, Exit 57 interchange. An automobile dealership and repair facility is located in this zone
district, directly across from Parkview Plaza. Other land located across from the Property and to
the south of U.S. Route 1 is zoned CD and R-5. These properties are currently developed with
the Guilford Transfer Facility and several single family residences.

Background of Developers Diversified Realty

Developers Diversified Realty (DDR), based in northeast Ohio, is one of the world’s largest
retail real estate owners and managers. DDR began as Developers Diversified Group (DDG)
when Bert L. Wolstein formed the company to develop community shopping centers anchored
by Kmart in 1965. During the 1970s the company grew steadily and late in the decade DDG
expanded its activities to include the development of community shopping centers anchored by
JC Penney in the upper Midwest. The company continued its steady growth in the 1980s and
during the decade the company’s principals formed Diversified Equities Limited Partnership.

In February, 1993, DDR was formed when the principals took the company public and began
operating as a self-managed and fully integrated Real Estate Investment Trust (REIT). The
company’s portfolio of properties dramatically increased when the company acquired a
community shopping center portfolio in 1995. In 1998 the company acquired additional
portfolios, expanding its presence in Ohio, Utah and Missouri. As the decade began the
company managed approximately 50 million square feet of gross leasable area (GLA). By the
end of the decade the company managed over 150 million square feet of GLA in over 700
properties.

Major portfolio acquisitions in 2001, 2003, 2004 and 2005 helped make DDR one of the largest
open-air shopping center developers in the country by the middle of the decade. In 2005 the
company acquired 15 shopping centers in Puerto Rico, and in 2006 the company announced its
participation in a joint venture partnership with Sonae Sierra Brasil to own, manage, acquire and
develop retail assets in Brazil. A portfolio acquisition in 2007 added over 300 shopping centers
to the portfolio.

Intent on shoring up its financial position from the economic downturn in 2008 and 2009, the
company is now focused on divesting non-prime assets and devotes financial and operational
resources to its Prime Portfolio. These market dominant centers with stable tenants and
favorable demographics contribute over 80% of the company’s net operating income.

Previous Applications by DDR

In 2005, DDR began an extended land use application process to secure approvals to develop a
retail shopping center at the Property to be known as Guilford Commons. Applications for
Guilford Commons were filed with the Connecticut Department of Environmental Protection,
Guilford Inland Wetlands and Watercourses Commission, Guilford Planning and Zoning
Commission, and Connecticut State Traffic Commission. After exhaustive review and public
input, all required applications were ultimately approved for the project. In addition, DDR
executed a comprehensive wastewater treatment system agreement with the Guilford Water
Pollution Control Authority to provide for future operation and maintenance of the on-site
wastewater treatment system. Following is a brief summary of the applications that were
approved for Guilford Commons.

Wastewater Discharge Permit (Connecticut Department of Environmental Protection)

The Property is located in an area of Guilford that is not served by public sanitary sewer lines.
DDR applied to the Connecticut Department of Environmental Protection for approval of a
permit to construct an advanced on-site wastewater treatment system and to discharge
wastewater from the system to the ground. A lengthy public hearing was held by the CT DEP at
which extensive testimony was presented regarding the excellent safety and environmental
performance of the proposed advanced wastewater treatment system. The Commissioner of the
Connecticut DEP granted final approval of the application in 2007 (see Tab 10). Construction
drawings for this system were then prepared and approved by the CT DEP.

Inland Wetland Permit (Guilford Inland Wetlands and Watercourses Commission)

An application was submitted to the Guilford Inland Wetlands and Watercourses Commission
for an inland wetlands permit. The application sought approval for activities located within the
upland review area associated with wetlands and watercourses located on and near the Property.
The IWWC also held a lengthy public hearing at which extensive public comment was received.
After an exhaustive review, the application was denied. DDR revised its application, addressed
several specific questions and issues, resubmitted a new application, and further public input was
received. The IWWC then approved the application with several conditions of approval (see Tab
7). One of the conditions of approval required DDR to execute a conservation easement
restricting future development of a substantial portion of the Property located between the
project and residential properties located to the north. The conservation easement was executed
and recorded in the Guilford Land Records (see Tab 11).

Site Plan Approval (Guilford Planning and Zoning Commission)

DDR submitted an application to the Guilford Planning and Zoning Commission seeking
approval of a site plan for Guilford Commons. The site plan included a total of 149,049 square
feet of retail and restaurant uses. Although the site plan depicted tenant spaces for approximately
25 different tenants, the site plan grouped these tenants into four buildings. The largest building
was 91,080 square feet in size. The other buildings included in the shopping center were 37,600
square feet, 12,250 square feet, and 7,000 square feet in size. The Design Review Committee
conducted an extensive review of the application, and the Planning and Zoning Commission
ultimately approved the site plan (see Tab 8).

Zoning Text Amendment for Signage (Guilford Planning and Zoning Commission)

DDR prepared and submitted an application to the Planning and Zoning Commission to amend
the text of the Zoning Regulations to create sign regulations appropriate for the project. The text
amendment was approved.

Major Traffic Generator Certificate of Operation (Connecticut State Traffic

Commission)

Guilford Commons was considered a major traffic generator under state law. Pursuant to
Connecticut General Statutes section 14-311, DDR applied for a major traffic generator
certificate of operation for Guilford Commons. The Connecticut State Traffic Commission
approved the application, and the certificate has been extended to 2011 (see Tab 9).

Wastewater Treatment System Agreement (Water Pollution Control Authority)

Following the approvals by the Connecticut Department of Environmental Protection and the
Guilford Inland Wetlands Commission, DDR entered into a comprehensive wastewater treatment
system agreement with the Guilford Water Pollution Control Authority. The agreement provides
for the ongoing operation and maintenance of the on-site wastewater treatment system.

Construction Activity at the Property

Following receipt of all required approvals, including final construction drawings, construction
of Guilford Commons began in 2008. Construction activities included the demolition of seven
existing structures on the Property, relocation of the existing cell tower on the Property, site
grading, construction of retaining walls, and installation of certain drainage facilities. In
addition, roadway improvements were also completed on U.S. Route 1. Construction was then
suspended as a result of unfavorable economic conditions.
 Summary of Proposed Zoning Text Amendment

With this application, Costco and DDR propose an amendment to the text of the Guilford Zoning
Regulations. The zoning text amendment would accomplish the following:

1. Create a definition for a “discount club.”

2. Add discount club to the list of allowed uses in the SCW zone district only, and without
changing or eliminating any other allowed uses.

3. Establish a maximum building size for a single discount club (150,000 square feet) that
would be the same as the maximum building size already contained in the regulations for
other retail buildings in the SCW zone district (150,000 square feet). In addition, a
discount club would not be allowed to pursue a special permit for a maximum building
size up to 200,000 square feet, which is available to other types of commercial
development in this zone district.

4. Establish a parking standard for a discount club that would be the same as the parking
standard already contained in the regulations for all other retail buildings over 5,000
square feet in size.

5. Establish signage regulations appropriate for a discount club.

Importantly, this application does NOT propose either of the following:

1. This application does NOT propose to change the zoning district of any property in
Guilford.

2. This application does NOT propose to change the text of the Zoning Regulations relating
to any zoning district in Guilford other than the SCW district and the addition of the
discount club definition.

The text of the proposed zoning regulation amendment is set forth in the following pages.
 Summary of Reasons in Support of the Proposed Zoning Text Amendment

A discount club is a form of retail use that is appropriate for the SCW zone district.

A discount club is a form of retail use that is based on a concept of providing great value
on a limited number of items for sale, in a membership club format. A discount club is
also sometimes referred to as a warehouse club or membership club. In the retail
business, the term “stock keeping unit” (SKU) is used to refer to each different product or
service that is offered for sale. A discount club generally includes a limited number of
SKUs. Retailers offering general merchandise offer far more SKUs. For example, a
typical Walmart offers over 100,000 different SKUs in a single store. A typical Costco
offers between 4,000 and 5,000 SKUs in a single warehouse of similar size. This is an
important distinguishing characteristic between a discount club and a general retailer.
Because patrons of a discount club generally shop less frequently, but purchase more
items, the peak hour traffic generated by a discount club is recognized to be somewhat
less than general retail on a per square foot basis. The Institute of Transportation
Engineers recognizes this and assigns a lower peak hour trip generation rate to a discount
club than general retail.

The SCW zone district already allows multi-tenant retail buildings up to 150,000 square feet
in size, and up to 200,000 square feet in size with special permit approval.

As a general matter, overall building size is not an issue in this proposed text amendment.
The SCW zone district already allows buildings up to 150,000 square feet in size with
site plan approval, and up to 200,000 square feet in size with special permit approval.
The SCW regulations limit the size of any single or integrated retail store use to 25,000
square feet, or up to 40,000 square feet in size with special permit approval. Costco and
DDR propose to amend the regulations to provide that a discount club would be allowed
in the SCW zone district and that a single discount club could be up to 150,000 square
feet in size. The proposed amendment would not change the maximum size of a building
otherwise allowed in the district. Thus, under this proposal, the maximum size of a
discount club would be no larger than the maximum size of a multi-tenant retail building
already allowed by the regulations. In fact, the proposed amendment would not allow the
option of pursuing a special permit for up to 200,000 square feet of discount club space.
A discount club would be limited to an absolute maximum size of 150,000 square feet.
Of course, the specific details of any proposed discount club would be reviewed during
site plan review, which includes input from the Design Review Committee.
The proposed text amendment is consistent with the Guilford Plan of Conservation and
Development.

The proposed text amendment is consistent with the intent of the SCW zone district and
the important POCD policy to encourage economic development on appropriate sites in
Guilford. Through its adoption of seven different commercial zones for the Boston Post
Road West study area, the Commission acknowledged that the area is not uniform in
character. In particular, the Rockpile property was assigned the SCW zone designation
rather than a mixed use zone, indicating its appropriateness for larger scale retail
development. The text amendment reflects current and projected market realities while
remaining consistent with the clear intent of the POCD relative to the economic
development potential of the Property. Additional analysis of the text amendment’s
consistency with the POCD is included in Tab 6.

The proposed zoning text amendment will enhance the opportunities for tax positive
development to occur in the SCW zone district.

The SCW zone district has already been designated as a location that is appropriate for
commercial development. The Plan of Conservation and Development acknowledges
that Guilford has relatively few areas that are appropriate for significant commercial
development, and these opportunities should be maximized. Otherwise, residential
properties will bear an increasing share of the property tax burden in town. One retail
and office development is currently located in the SCW district (Parkview Plaza). Two
retail shopping center projects were previously approved for the Property, but neither was
completed. Moreover, the Property is the only remaining significant area of undeveloped
land within the SCW district. Because the proposed zoning text amendment would add
an additional form of retail development (discount club) to the list of allowed uses within
the district without removing or eliminating the potential for any other type of
development, the proposed zoning text amendment will increase the likelihood that the
Property will be put to productive tax-generating use.

The proposed text amendment will not change the regulations relating to any other zone
districts in Guilford.

This application is narrowly tailored to apply to the SCW zone district. The amendment
would create a new definition for a “discount club” and add it to the list of allowed uses
in the SCW zone district. This proposal would not affect any other zone district in
Guilford. Moreover, the SCW zone district is limited to the area west of the I-95 Exit 57
interchange and north of U.S. Route 1. To the extent that any other property owner in
Guilford might consider proposing a discount club, such a proposal would require
Commission approval, after a public hearing, of either a property rezoning or a zoning
text amendment. Rezonings and zoning text amendments are legislative decisions and
the Commission enjoys broad discretion to approve or deny such applications based on
the merits of the proposal. Thus, the scope of this amendment is narrow.
The proposed zoning text amendment includes a parking standard for a discount club that is
the same as what the regulations currently provide for other retail uses.

The current SCW regulations already provide a specific standard for the required off-
street parking for retail stores. The standard is four spaces per 1,000 square feet of gross
leasable area (GLA). For retail buildings in excess of 5,000 square feet, a maximum of
four spaces per 1,000 square feet of GLA is allowed, except where a need for additional
spaces is demonstrated (Zoning Regulations § 273-207). The proposed text amendment
would simply state that the same standards would apply to a discount club.

The proposed zoning text amendment includes a set of signage regulations for a discount club.

The current zoning regulations include specific sign requirements for the SCW zone
district (Zoning Regulations § 273-206). These sign regulations were created for a multi-
tenant retail shopping center. Since a discount club would be a single business and would
not include many separate individual businesses, the current sign requirements would not
be appropriate. This text amendment proposes the addition of sign requirements that
would be appropriate for a discount club. Many of the general sign provisions (such as
prohibited signs) are substantially identical to the current regulations. These sign
requirements would not apply to any other uses or zone districts in Guilford.

All of the other bulk and dimensional requirements contained in the SCW district would
continue to apply to a discount club.

In addition to maximum building size, the existing SCW regulations include a variety of
other bulk and dimensional requirements that shape the character of development in this
zone district. These requirements include lot area, lot shape, lot frontage, building
setbacks from front, rear, side and residential property lines, maximum building height,
maximum floor area, and maximum impervious surface. None of these standards would
be changed by the proposed zoning text amendment.

The proposed text amendment includes strict standards for the sale of gasoline.

The proposed text amendment would allow motor vehicle fuel sales as an accessory use
to a discount club, subject to six criteria that must be satisfied. First, all motor vehicle
fuel must be stored in underground storage tanks that are corrosion-proof and double-
walled with continuous electronic leak detection monitoring. Second, all paved surfaces
in the fueling area must be connected to stormwater drainage system that directs
stormwater drainage to an oil-water separator before being discharged from the property.
Third, all fuel pumps must contain vapor recovery systems. Fourth, the number of fuel
pumps would be limited to 12. Fifth, the facility must be manned by an attendant at all
times. Sixth, no convenience store or other retail establishment may be located at the gas
pumps. From an environmental standpoint, these criteria are consistent with recognized
best practices across the country.
From a traffic standpoint, the feasibility of the SCW zone district to safely accommodate
150,000 square feet of retail space has already been demonstrated.

State law defines a major traffic generator to be any project that includes more than 200
parking spaces or 100,000 square feet of floor area which abuts a state highway or which
may have a substantial impact on state highway traffic. Major traffic generators must
apply for and receive approval of a certificate of operation from the State Traffic
Commission (STC). Many different types of retail, office, entertainment, and residential
projects fall into this category and undergo STC review. As part of the STC review of
potential traffic impacts from a particular project, the state Department of Transportation
reviews traffic impact studies relating to the project. These studies use accepted
methodologies for studying traffic impact, including reference to materials published by
the Institute of Transportation Engineers (ITE). Any proposal for a discount club at the
Property will also require review and approval by the STC before a building permit can
be issued. Importantly, the ITE manual provides that the peak hour trip generation rate
for a discount club is less than the peak hour trip generation rate for general retail and
restaurant uses. Guilford Commons was reviewed by the STC and approved, and a
certificate of operation was issued for the project (see Tab 9). Of course, the specific
details of any future application at the Property must still be reviewed by the STC – but
the general feasibility of the SCW zone district to accommodate 150,000 square feet of
retail space has already been demonstrated, and the text amendment itself does not
propose anything to change this. If anything, based upon accepted methodologies of
studying traffic impacts, a 150,000 square foot discount club should generate less peak
hour traffic than the same amount of general retail and restaurant space.

From a wastewater discharge perspective, the feasibility of the SCW zone district to
accommodate 150,000 square feet of retail space has already been demonstrated.

Because the land located within the SCW zone district is not served by public sanitary
sewers, any land development in the district will require on-site treatment of wastewater.
In the case of development that will include more than 5,000 gallons per day of
wastewater discharge, approval of a water discharge permit from the Connecticut
Department of Environmental Protection is required by state law. Guilford Commons
submitted such an application to the CT DEP and underwent extensive review at the state
level, including a lengthy public hearing. The CT DEP ultimately approved DDR’s
application for the discharge of wastewater from the project (see Tab 10). Moreover, the
Guilford WPCA entered into an agreement with DDR regarding the operation and
maintenance of the treatment system (see Tab 11). Of course, the specific details of any
future application by Costco must still be reviewed and approved by the CT DEP – but
the general feasibility of the SCW zone district to accommodate 150,000 square feet of
retail space has already been demonstrated, and the text amendment itself does not
propose anything to change this.
 Statement of Consistency with Plan of Conservation and Development

Following is an analysis of the proposed zoning text amendment’s consistency with the Guilford
Plan of Conservation and Development (POCD). Excerpts from the POCD are noted in regular
type, and the applicants’ analysis is noted in italics.

Plan of Conservation and Development, adopted November 2002

1.4 Trends and Issues

Guilford is no longer the small town that it was 20 years ago as characterized in the 1978 Plan of
Development and Conservation, but it still retains certain small town characteristics with its
spectacular Town Center area around the Green and the rural, low housing density flavor of
North Guilford. … Guilford is in transition from what was a rural and village pattern to a
composite of rural, suburban and village patterns of habitation.

The SCW zoning district recognizes that the area adjacent to Exit 57 of I-95 is appropriate for
larger scale retail development, and allows a single structure of 150,000 square feet as-of-right.
The variety of commercial and residential zones contained in the Guilford Zoning Regulations is
a reflection of the varied character of the town. The SCW area does not have the village or
historic character of the Town Center and, as such, the proposed addition of a discount club
adjacent to a highway interchange in the SCW zone is consistent with the trend towards multiple
types and patterns of development, as described in the POCD.

2.2 Policy A: Preserve Guilford’s Character and Cultural Landscape: This Policy …
primarily encompasses, in the context of this Plan, cultural (physical, historical, and scenic)
resources …[that] can be thought of both in terms of individual sites or places, and in terms of
generic elements that are both important in themselves and as they contribute to an overall
ambience or character. By no means should the protection of resources be limited to these [16
enumerated] specific and special sites. By organizing the Town’s resources into five divisions, a
more comprehensive view of the effect of Policy A may be obtained. The five divisions …
[include the] West End…(See Master Plan for Preservation and Scenic Conservation, Town of
Guilford, Connecticut 1986, Revised 1995, sponsored by the Guilford Preservation Alliance).
(POCD, pp. 19-20)

The West End – The area contiguous to the Boston Post Road in Guilford’s West End
represents the only remaining major opportunity for further appropriate commercial
development. In the Final Report Economic Development Potential, this area is recommended
for mixed use, multifamily residential/commercial development with emphasis on discouraging
retail shopping strips. This area serves as the western gateway to the town and has many of the
resource aspects worthy of preservation noted above. …[Recent] changes in the zoning
regulations for this area includ[e] an emphasis on mixed use, a deemphasis on large retail, and
establishing appropriate buffers and setbacks to maintain the rural feel that exists today. [T]hese
most recent changes … should ensure the enhancement of the character of future development
along the entire length of this principal artery. (POCD, p. 21)

The proposed text amendment affects only the SCW District, a commercial district designed to
permit larger service facilities in the context of planned development. The SCW regulations
provide that facilities are to be designed to provide a variety of services in an attractive, planned
environment with buildings of high architectural standards and landscape design. The text
amendment does not change these standards or alter the general premise of the SCW district
that a 150,000 square-foot structure is permissible. By adding discount club as a permitted use,
the text amendment would accommodate a use that does offer a variety of goods and services
under one roof. The text amendment is consistent with promoting commercial development in
one of the town’s few remaining economic development opportunity locations.

2.2 Policy C: Promote Compatible and Sustainable Economic Development

Commercial and Industrial Development Standards – To be compatible, commercial and

industrial economic development must suit the Town in terms of type, scale and overall impact.
To be sustainable in the long run, commercial and industrial economic development must
conserve and improve what most resident[s] value about the Town and provide goods and
services desired by the Town’s citizens. … Economic development should:

• Contribute to the Town’s long-term quality of life

• Have a net positive fiscal impact, generating more in taxes than it costs in infrastructure
and services

• Utilize architectural and landscape design that is in scale with surroundings, and be
compatible with the Town’s cultural history, rural character, and unique topography

• Arrange site plans to preserve existing topography, woodlands and/or fields to the
maximum extent possible

• Have a minimal negative impact on local wildlife habitats

• Produce no pollution of any kind and byproducts that are recyclable

• Produce neither substantial traffic congestion nor excessive traffic within the town

• Be sensitive to neighboring residential areas, if any (POCD, p. 32)

Boston Post Road West – …[A] companion study of the western portion of the Boston Post
Road (from Long Hill Road to the Branford Town line) [was] completed and the zoning
regulations updated … [with adoption of seven new commercial zones, including the SCW
zone]. (POCD p. 34)
By adopting seven different commercial zones for the Boston Post Road West study area, the
Commission acknowledged that the area is not uniform in character. In addition, it applied the
SCW zone, rather than a mixed use zone, to the Russo/Parkview Plaza parcel, indicating its
appropriateness for commercial, retail development. By expanding the list of permitted uses to
include a discount club, the proposed text amendment is consistent with the intent of the SCW
zone and the POCD to encourage commercial economic development. The text amendment
reflects current and projected market realities that could not have been anticipated in 2002. The
discount club use meets the standards for commercial development in that it is expected to have
a net positive fiscal impact, will result in less peak hour traffic than the retail development
currently allowed at the Property, and will contribute to the Town’s long-term quality of life by
enhancing the range of goods and services available to residents, enhancing the commercial tax
base, and relieving the tax burden on residential property owners. A discount club use is
appropriate due to the proximity of the SCW zone to the I-95 Exit 57 access ramps, the lack of
visibility of the Property from Route 1, and the existing commercial development in the area
(Parkview Plaza and automobile dealership). Any proposed discount club would be required to
undergo site plan review by the Planning and Zoning Commission as well as design review by
the Guilford Design Review Committee.

Economic Development in Guilford -- An Action Plan for Guilford’s Future – April 2004
(“EDP”)

The primary purpose of Guilford’s economic development plan is to broaden the Town’s tax
base so that the community continues to receive exemplary services while remaining affordable
for all income levels. (EDP, p. 2)

Guilford has a much lower business portion of its Grand List than most of its neighbors. Stated
differently, Guilford is much more dependent on taxes on residences than most of its neighboring
communities. (EDP, p. 3)

With only 7.4% of the Grand List comprised of commercial property, this puts the burden of
paying the cost of Town government and services squarely on the backs of homeowners. (EDP,
p. 4)

A discount club is consistent with this purpose since it will likely result in a net tax increase to
the town. Moreover, there is no reason to believe that a discount club would result in a net tax
impact to the town that would be substantially less than the general retail uses that are already
allowed in the SCW district.

It is likely, due to employment commuting patterns, that Guilford has significant retail leakage,
with substantial amounts of money spent by Guilford residents outside the community. Guilford
must give careful thought as to where retail fits in the community’s future and take action to
support retail merchants already in town. (EDP, pp. 13-14)
Typically, many members of a discount club include small, local businesses. A discount club
provides needed goods and services for small businesses. The very small number of different
items for sale in a discount club (less than 5,000 SKUs) and the fundamentally different sales
format leads to less direct competition with other small businesses in town. Therefore, the
addition of a discount club to the list of 13 other permitted uses in the SCW zone is consistent
with the objective of providing Guilford residents with an alternative shopping format and
giving local businesses an outlet for purchasing supplies used in business or for resale.

Locations for Economic Development

3. Russo Site (also called the Parkview Plaza or the Rockpile)

This site is 24 acres in size and is zoned Service Center West District (SCW). This a commercial
district intended for larger (up to 150,000 square feet by right, 200,000 square feet by special
permit) retail, service, office, entertainment, restaurant and similar uses. The existing Parkview
Plaza complex is at the east end, and a ministorage warehouse complex has been cut out of the
western end. While there are residential neighborhoods nearby, the general character of the area
is commercial, with both a large cellphone tower and the Town’s transfer station highly visible.
… Development will be along the crest of the property, which will provide visual screening from
surrounding areas. …[B]ecause of its immediate proximity to I-95, this site lends itself to
development of a cluster of small-footprint, slab-on-grade business buildings. … The SCW zone
does not allow small industrial buildings… (EDP, p. 20) The … quoted asking price … will
significantly limit if not eliminate any interest in this site for industrial uses. (EDP, p. 72)

The discount club use is consistent with the noted commercial character of the area. While an
industrial park was at one time an idea for generating tax revenue, investment, and jobs, the
Planning and Zoning Commission ultimately did not amend the Zoning Regulations to add
industrial uses to the zone. On the other hand, a discount club would achieve a net tax benefit,
capital investment, and jobs.
COSTCO WHOLESALE CORPORATION
DDR GUILFORD LLC

APPLICATION FOR TEXT AMENDMENT

To
GUILFORD ZONING REGULATIONS

August 13, 2010