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The 220 acre master plan for South Village, the largest project in the City of South Burlington’s history, encompasses multiple housing types and innovative provisions for affordable housing. It integrates housing with open space and natural resource conservation, including a major Community Supported Agriculture project developed by a nonprofit partner, the Intervale Foundation. While not a mixed-use project (that is, commercial as well as residential development), South Village nonetheless represents a qualitative change in approach for South Burlington by incorporating large-scale open space preservation as part of development and multiple housing-types in one project. The case study recounts events leading up to the developer’s project application in 2002; reviews the context and process by which the City of South Burlington received the proposal; and tells how the final obstacles to South Village’s formal approval were surmounted.