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- ~ ~:.2(1b(B SECOND AMENDED AND RESTATED DEVELOPMENT PLAN for 49, 51 AND 63 MELCHER STREET within PLANNED DEVELOPMENT AREA NO. 69, SOUTH BOSTONtrHE 100 ACRES AM'12n4L.' 3/tcf~ Boston, Massachusetts February 16, 2012 _i i ) -!. 1. Second Amended and Restated Deveopment Pan: Pursuant to Section 3-A and Artice SOC of the Zoning Code of the City of Boston (the "Code"), and the Master Pan for Panned Deveopment Area ("PDA") No. 69, South Boston/The 100 Acres (the "PDA Master Pan"), this deveopment pan constitutes the Second Amended and Restated PDA Deveopment Pan (the "Second Amended Deveopment Pan" or "Deveopment Pan") for the redeveopment of a parce in the Fort Point Channe district of Boston comprising three contiguous ots at 49, 51-61 and 63 Mecher Street, within a singe city bock of approximatey 0.68 acres (29,219 square feet) (the "Site"). Each ot is owned by a different entity and improved with an existing buiding (the "Existing Buidings"): W2005 BWH Reaty, L.L.C., an entity controed by Archon Group, L.P. (the "Proponent") owns 49 Mecher Street; Mecher Street Hodings LLC, an entity controed by Synergy Deveopment LLC ("Synergy"), owns 51-61 Mecher Street ("51 Mecher Street"); and 63 Mecher, LLC, an entity controed by Gerding Eden Fund Management, LLC ("Gerding Eden"), owns 63 Mecher Street. The Site is more particuary described in Section 4 beow, and in EXHBT A, attached. The Site and PDA Overay District are both depicted on the ocus pan attached as EXHBT B. Pursuant to Section 3-A and Artice SOC of the Code, and the PDA Master Pan, by a vote taken on December 4, 2008, the Boston Redeveopment Authority (the "BRA") approved a PDA Deveopment Pan for the Site, entited Deveopment Pan for 49, 51 and 63 Mecher Street within Deveopment Pan No. 69, The 100 Acres (the "Origina Deveopment Pan"). Under the Origina Deveopment Pan, the Proponent proposed to rehabiitate and expand the Existing Buidings at the Site into a singe integrated office buiding with first-eve retai/service space, with approximatey 60,911 square feet of new gross foor area 1 through horizonta (infi) and vertica (rooftop) additions and basement conversions, and to make minor site improvements (the "Origina Project''). On February 4, 2009, the Zoning Commission of the City of Boston (the "Commission") approved the Origina Deveopment Pan, which became effective on February 5, 2009. On anuary 3, 2011, the Proponent fied a Notice of Project Change (the "First NPC") and a First Amended and Restated PDA Deveopment Pan (the "First Amended Deveopment Pan") to aow certain changes to the design, uses and phasing of the Origina Project (the "First Revised Project"). With the exception of a sighty smaer _j 1 _ 1 Throughout this Deveopment Pan, a references to "foor area" sha refer to "gross foor area," and a references to "height" sha refer to "buiding height," as both are defined in Artice 2A (Definitions Appicabe in Neighborhood Districts and in Artice 80, Deveopment Review and Approva) of the Code. c <2.. E:::h c.t~ : 3(/c(/rC- -1- j

rooftop addition to 51 Mecher Street, the enveope of the First Revised Project woud have been identica to that of the Origina Project. The First Revised Project woud have been deveoped in two phases and resuted in two buidings, as foows: o n the first phase, the existing buiding ocated at 63 Mecher Street woud have been rehabiitated and converted to up to 34,700 square feet of residentia use, with up to 38 dweing units. To promote the goas of the nnovation District, this phase was to be undertaken in conjunction with the deveopment of a residentia project ocated nearby at 319 A Street Rear, then owned by the Proponent. Smaer unit sizes, such as those then proposed at 63 Mecher Street, are typicay avaiabe at ower rents, meeting the demand of workers in the innovation economy for inexpensive iving space with access to amenities outside their units. o n the second phase, the existing buidings ocated at 49 Mecher Street and 51 Mecher Street woud have been rehabiitated, expanded and converted into an integrated commercia buiding with a singe eevator core and continuous foors spanning both buidings, incuding up to 163,225 square feet of office use and up to 18,880 square feet of basement and first-eve retai/service use, and incuding the construction of a 12,210 square-foot rooftop addition at 51 Mecher Street, and of two five-story infi extensions with a tota of up to 32,240 square feet. Pursuant to Section 3-1A and Artice 80C of the Code, and the PDA Master Pan, by a vote taken on Apri 14, 2011, the BRA approved the First Amended Deveopment Pan. On May 4, 2011, the Commission approved the First Amended Deveopment Pan, which became effective on May 6, 2011. On December 9, 2011, the Proponent fied a second Notice of Project Change (the "Second NPC") and this Second Amended Deveopment Pan to aow certain changes to the design, uses and phasing of the First Revised Project (the "Second Revised Project" or the "Project"). As further described in Section 5 beow, the first phase of the First Revised Project wi proceed unchanged as "Phase " of the Second Revised Project, except that sighty ess basement area wi be used as gross foor area. Significant changes from the First Revised Project incude: dividing the former second phase into two phases, one at 51 Mecher Street ("Phase ") and the other at 49 Mecher Street ("Phase "); eiminating a previousy approved exterior additions of foor area to the Existing Buidings; removing approximatey 7,370 of ground-eve retai/service use previousy-approved at 51 Mecher Street; and repacing office with residentia use at 49 Mecher Street. Proposed site pans, foor pans, sections and eevations ("Drawings") are attached hereto as EXHBT D-1 (Phase 1), EXBT D-2 (Phase ), and EXHBT D-3 (Phase ). Tabe, which appears on the foowing page, compares the First Revised Project to the Second Revised Project, by use. -2- r [ 1: [ [

TABLE 1-COMPARSON OF FRST AND SECOND REVSED PROECTS BY USE First Revised Second Revised Change Project (previous) Project (current) Office 166,370 s. 99,000 s.f. - 67,370 s.f. Enter., rest. or rec./ 18,880 s.f. 11,510 s.f. -7,370 s.f. RetaiVSvc. 2 Residentia 34,700 s.f. 62,490 s.f. + 27,790 s.f. A Uses 219,950 s.f. 173,000 s.f. -46,950 s. Parking spaces 0 0 No change ) This Deveopment Pan amends and restates the First Amended Deveopment Pan to aow deveopment of the Second Revised Project in pace of the First Revised Project. Upon approva, this Deveopment Pan wi constitute permanent zoning for the Site in accordance with Section 3-A and Artice SOC of the Code, and the First Amended Deveopment Pan wi be of no further force and effect. The Project wi contribute to the city's economic we-being through improved neighborhood vitaity, historic preservation, increased and affordabe housing that furthers hmovation District goas, pubic ream enhancements, inkage payments, sustainabe design, increased property taxes, and the creation of temporary and permanent jobs. ~, Under Section SOC-8 of the Code, no buiding, use or occupancy permit for the Project or for any Project Component (defined in Section 20 beow) wi be issued unti the BRA has issued a Certification of Consistency under Artice SOC-8 for the Project or such Project Component. To the extent that the Director of the BRA (the "Director") certifies consistency with this Deveopment Pan, the Project or such Project Component, as the case may be, wi be deemed to be in compiance with the requirements of the Code, under Code Section SOC-9. _ j _, This Deveopment Pan consists of 17 pages of text pus attachments designated EXHBTS A through D-3. A references to this Deveopment Pan contained herein sha pertain ony to such pages and exhibits. Uness otherwise set forth herein, a references to terms defined by the PDA Master Pan and by the Code wi have the meanings set forth in each as of the date of this Deveopment Pan, 2. The Proponent: The Proponent, W2005 BWH Reaty, L.L.C., which owns 49 Mecher Street, is a Deaware imited iabiity company with its business address at c/o Archon Group, L.P., 800 Boyston Street, Suite 3330, Boston, MA 02199. Members of the Phase team are identified on EXHBT C. As the owners of 51 and 63 Mecher Street, respectivey, both Synergy and Gerding Eden have given their written consent to this Deveopment Pan. 2 Under the Origina Project and the First Revised Project, this nse category was isted as "Retai/Service." -3-

3. PDA Master Pan Area: On September 7, 2006, the BRA approved the "The Fort Point District 100 Acres Master Pan" (the "100 Acres Master Pan"), which served as the panning basis for the PDA Master Pan, adopted by the Zoning Commission on anuary 10, 2007. 3 The PDA Master Pan is intended to support the centra goa of the 100 Acres Master Pan: to transform the area into a dense, varied and ivey urban district, with 24-hour vibrancy. The PDA Master Pan sets maximum foor area ratio ("FAR") and buiding heights for construction. FAR imits are cacuated based on groupings of parces, excuding the gross foor area of any deveopment that preexisted adoption of the PDA Master Pan on anuary 10, 2007. Because FAR imits appy to the specified Parce Groupings in the aggregate, individua sites within them may have higher or ower F ARs. As addressed beow, the Project compies with these requirements. Likewise, the Project compies with the imitations on use set by the PDA Master Pan. The PDA Master Pan contempates that projects within the PDA Master Pan Area wi feature a broad range of uses, principay office, research and deveopment, retai, service, residentia, open space, tourism-reated, and art and cutura uses. Exhibit E to the PDA Master Pan assigns parces within the PDA Master Pan Area to three broad use categories: ndustria Commercia Mixed Use; Residentia Commercia Mixed Use (which governs most of the area); and Open Space. The PDA Master Pan assigns the Site to the Residentia Commercia Mixed Use category. (PDA Master Pan, Exh. E.) 4. Site: As noted above, the Site comprises three contiguous ots at 49, 51-61 and 63 Mecher Street, within a singe city bock of approximatey 0.68 acres (29,219 square feet). The Site is bordered by Mecher Street to the north, A Street to the east, Necco Court to the south, and Necco Street to the west. Necco Court and Necco Street are private ways, open to pubic trave and owned by the Proponent. The three ots that make up the Site are identified together as Parce~ in the PDA Master Pan. The surrounding neighborhood, much of which was originay deveoped by the Boston Wharf Company, has evoved over the past century from primariy warehouse and industria uses toward a mix of uses incuding commercia, retai, office, artist. ive/work units, and residentia uses. The Site is aso ocated within the boundaries of the nnovation District, an area of the South Boston Waterfront in which Mayor Thomas M. Menino and the City are focused on attracting startup companies and innovation industries, by creating housing types and office space that are oriented toward startup companies and their empoyees. Located a few bocks to the east is the Boston Convention and Exhibition Center, which opened in the summer of 2004. ust three bocks from South Station, the Site is convenient to the MBTA subways, Siver Line, and commuter rai, and the -90 and -93 connections to Downtown, Greater Boston, and Logan Airport. 3 The area subject to the PDA Master Pan (the "PDA Master Pan Area") measures approximatey 49 acres (2, 134,440 square feet). The 100 Acres Master Pan encompasses a arger area than the PDA Master Pan Area. -4- f [ [ 1 [ [ L L

According to Zoning Map 4 South Boston, the Site is ocated within an underying M-4 (Restricted Manufacturing) District, the overaying PDA Master Pan Area, the Groundwater Conservation Overay District ("GCOD") and the South Boston Restricted Parking Overay District. The PDA Master Pan provides for one or more PDA Deveopment Pans to be submitted with more specific information about various proposed projects and Project Components thereof; hence this Deveopment Pan. 4 As described above, the Site is currenty improved with three adjacent buidings, one on each ot. 51 Mecher Street is a nine-story, stee-and-concrete-frame buiding that is fanked by two five-story, brick-and-wood timber buidings ocated at 49 and 63 Mecher Street. The first foor of each buiding is approximatey five feet above-grade, and the basement of each is approximatey six to seven feet beow-grade. According to Tabe 2 of the PDA Master Pan, the Existing Buidings have a combined tota of approximatey 163,225 square feet of gross foor area: 35,500 square feet at 49 Mecher Street; 99,000 square feet at 51 Mecher Street; and 28,725 square feet at 63 Mecher Street. 5 Existing buiding heights are 80 feet at 49 and 63 Mecher Street, and 130 feet at 51 Mecher Street. (PDA Master Pan, Tabe 2.) A of the Existing Buidings are considered to be representative of warehouse and commercia oft structures deveoped by the Boston Wharf Company. Each buiding features arge gass storefronts on the first foor fronting Mecher Street, and has its main entry on Mecher Street. Origina drawings show offices ining the front of the buidings with storage or factory space aong the rear. Each is isted as contributing to the Fort Point Channe District isted on the State and Nationa Registers of Historic Paces. They are aso ocated within the City's Fort Point Channe Landmark District. j 5. Project: The Project wi be deveoped in three phases, each invoving a singe ot and, correspondingy, one ofthe three Existing Buidings, as foows: Phase at 63 Mecher Street: Phase is identica to the first phase of the First Revised Project, except that sighty ess of the basement wi be used as gross foor area. ust as before, the historic buiding ocated at 63 Mecher Street wi be rehabiitated and converted to residentia use, in conjunction with the deveopment of the nearby project at 319 A Street Rear, which is now aso owned by Gerding Eden. As a resut of the Project, the buiding at 63 Mecher Street wi incude approximatey 32,560 square feet of residentia gross foor area, as foows:. _j _) 4 No provisions of the underying M-4 zoning estabish use, dimensiona, design, or other requirements for projects within PDAs. Therefore, for zoning restrictions, this Deveopment Pan need ony compy with the PDA Master Pan. 5 n fact, the three Existing Buidings have a tota foor area of approximatey 173,000 square feet, when those portions of the basement eves not devoted excusivey to uses accessory to buiding operation, or otherwise excuded from foor area, are taken into account: approximatey 5,940 square feet at 49 Mecher Street; and approximatey 3,835 square feet at 63 Mecher Street. This was trne when the PDA Master Pan was adopted. Tabe 2 to the PDA Master Pan wi be amended to correct this discrepancy. However, for the purposes of this Second NPC, the Existing Buidings are assumed to have a combined foor area of 163,225 square feet, and the Second Revised Project is assumed to convert 9,775 square feet of basement space to gross foor area, for a resuting tota foor area at the Site of 173,000 square feet. -5- j

On the first foor, five (5) affordabe, artist ive/work units, which wi partiay satisfy the affordabe housing required for the 319 A Street Rear project; On the second through fourth foors, approximatey 27 dweing units specificay designed to serve nnovation District workers, incuding four ( 4) affordabe dweing units specificay designed to serve nnovation District workers and satisfying the affordabe housing required for Phase of the Project; On the fifth foor, approximatey six (6) oft-stye apartments; Conversion of approximatey 3,835 square feet of basement foor area into an amenity eve for the use of the buiding residents, potentiay incuding work, media, kitchen, aundry, and/or gaery spaces; and A rooftop garden for the use of buiding residents, incuding a greenhouse structure, excuded from height and foor area measurements under the Code. r ( Phase at 51 Mecher Street: n Phase of the Project, the historic buiding at 51 Mecher Street wi be rehabiitated for continued office use. No changes to 51 Mecher Street's existing foor area of99,000 square feet wi be made. Phase at 49 Mecher Street: n Phase, the historic buiding ocated at 49 Mecher Street wi be rehabiitated and converted to residentia use, with basement- and first-eve entertainment, restaurant or recreation/retai/service use. Upon competion, 49 Mecher wi incude up to 41,440 square feet of gross foor area, as foows: On the basement and first eve, approximatey 11,510 square feet of entertainment, restaurant or recreation/retai/service use; On the second through fifth eves, between 14 and 23 dweing units within which residents may conduct accessory occupations or professions, incuding at east two (2) affordabe on-site dweing units. Depending on the fina number of dweing units at 49 Mecher Street, the Proponent may owe an additiona affordabe housing contribution which it may choose to satisfy by: (1) providing an additiona on-site affordabe housing unit (for a tota of three (3) affordabe onsite units; or (2) making an additiona $200,000 cash contribution to the ncusionary Deveopment Poicy Fund (for a tota of two (2) affordabe on-site units and a $200,000 cash contribution) to satisfy the affordabe housing requirements of the ncusionary Deveopment Poicy, as amended through September 27, 2007, effective October 3, 2007, for Phase ; Rooftop decks of approximatey 2,400 square feet, atogether, for the use of buiding residents, incuding an accessory rooftop penthouse excuded from height and foor area measurements under the Code; and To hep promote the City's nnovation District, donation of approximatey 1,500 square feet of space at 319 A Street Front, a buiding owned by the Proponent, for ease at a reduced rent by innovation economy businesses. -6- ( t r ( L ( L L [ [

Tabe 2, beow, describes Phases, and of the Project, by use. TABLE 2-PROECT USES BY PHASE Phase Uses (approximate gross foor area) Phase Residentia: 32,560 s.f. (63 Mecher Street) Phase Office: 99,000 s.f. (51 Mecher Street) Phase Residentia: 29,930 s.f. ( 49 Mecher Street) Enter., rest. orrec./retaii/svc: 11,510 s.f. Tota Project 173,000 s.f. As noted above, Drawings of the Project are attached hereto as EXHBTS D-1 (Phase ), D2 (Phase ), and D-3 (Phase ). ' _j _) j 6. nnovation District: To promote the goas of the South Boston nnovation District, Phase of the Project wi be undertaken in conjunction with the deveopment of Gerding Eden's residentia project ocated nearby at 319 A Street Rear, which is a portion ofpda Master Pan Parce A 3. Smaer unit sizes, such as those at 63 Mecher Street, are typicay avaiabe at ower rents, meeting the demand of workers in the innovation economy for inexpensive iving space with access to amenities outside their units. n addition, as part of Phase, the Proponent wi donate approximatey 1,500 square feet of space at its buiding ocated at 319 A Street Front, for ease at a reduced rent by innovation economy businesses. 7. Green Buiding Measures: Each phase of the Project wi compy separatey with the requirements of Artice 37 (Green Buidings) of the Code. The reevant design teams wi use the appropriate U.S. Green Buiding Counci's ("USGBC") Leadership in Energy and Environmenta Design ("LEED") green buiding rating system to evauate sustainabe design measures for each phase, in accordance with Artice 37 of the Code. Compiance with Artice 37 wi be confirmed by issuance of one or more Certifications of Compiance pursuant to Section SOB-6 of the Code. 8. Groundwater Conservation Measures: The Site is ocated within the GCOD, which is governed by Artice 32 of the Code. Artice 32 requires that projects meeting certain criteria empoy mitigation measures to avoid adverse impacts to groundwater eves and, in some instances, to recharge storm water to hep sustain groundwater eves. However, pursuant to Section 32-4 of the Code, Artice 32 does not appy to the Project because it wi not invove the erection or extension of any structure that wi occupy more than fifty (50) square feet ofot area, or invove excavation to a depth at or beow seven feet above Boston City Base. i j -7- _)

9. Proposed Location, Dimensions and Appearance of Structures: A primary goa of the PDA Master Pan is to preserve the historic scae and character of the 100 Acres. The Project does this by adaptivey reusing the Existing Buidings, without the construction of any horizonta (infi) or vertica (rooftop) additions. The proposed ocation, dimensions and appearance of the structures after competion of the Project are shown in the Drawings, attached hereto as EXHBT D-1 (Phase ), EXHBT D-2 (Phase ), and EXHBT D-3 (Phase ). The fina ocation, dimensions and appearance of the structures may change during BRA review of the Project, or as a resut of review by other agencies, and as agreed upon by the BRA. The Project incudes four significant exterior changes to the Site: fa9ade restoration; modified first-eve entries; new rooftop usabe open space and accessory structures; and minor site improvements, as foows: Facade Restoration (A Phases): At approximatey 100 years in age, the fa9ades of the Existing Buidings require significant restoration. Existing buiding features wi be rehabiitated or repaired, as needed. Based on the deteriorated condition of existing windows at the Site, a existing windows at 49 Mecher Street, and a but a few windows at 63 Mecher Street, wi be repaced with new wooden windows on the basement and first eve, and with meta windows on the second through fifth eves. Such window repacement is subject to review and approva by the Fort Point Channe Landmark District Commission (the "FPCLDC"), and wi be supported by comprehensive window surveys, Modified and New First-Leve Entries (A Phases): Currenty, the first eve of each Existing Buiding is higher than sidewak grade by approximatey five feet. To meet accessibiity requirements, historic entries wi be restored, reconstructed and/or modified to meet current codes. During Phases and, second entrances aong Mecher Street for both 49 and 51 Mecher Street wi be created adjacent to the historic entries using existing window openings. Like a the existing entries at the Site, these new entries to 49 and 51 Mecher Street wi be made handicapped accessibe. Such aterations are subject to review and approva by the FPCLDC. New Rooftop Usabe Open Space and Accessory Structures (Phases and ): To provide usabe open space for residents at the Site, the Project incudes the construction of a rooftop greenhouse at 63 Mecher Street during Phase, and two roof decks of approximatey 2,400 square feet, atogether, at 49 Mecher Street during Phase. A sma penthouse wi aso be constructed at 49 Mecher Street to house exit stairs, storage and other space reated to the roof decks, such as possibe restrooms. Neither rooftop structure wi count against height or foor area per Artice 2A of the Code. The new rooftop structures at 49 and 63 Mecher Street are expected to be visibe from ways open to pubic trave, making them subject to FPCLDC review and approva. Minor Site mprovements CA Phases): The sidewaks around the Site wi be refurbished as necessary foowing construction. Necco Court wi feature new street ighting at the property ine. No andscaping is proposed as part of the Project. -8- [ [ r

10. Open Spaces and Landscaping: To reinforce the prevaiing physica conditions within the historic areas of the PDA Master Pan Area, and to maintain strong, consistent urban street was throughout the district, the PDA Master Pan provides that new construction is intended to conform to a zero-ot-ine standard and be constructed to the sidewak. Accordingy, no open space or andscaping is required for the Project. Moreover, the PDA Master Pan does not require the dedication of any portion of the Site to be used as new pubic open space. (See PDA Master Pan, Exh. G.) 11. Proposed Uses: After competion of the, the Site wi incude approximatey 99,000 square feet of office space, approximatey 62,490 square feet of residentia space, and approximatey 11,510 square feet of entertainment, restaurant or recreation/retai/service space, for a tota of up to 173,000 square feet of gross foor area. This compies with the PDA Master Pan, which cas for a these uses to be ocated at the northern edge of the area near Summer Street, where the Site is ocated. Under the PDA Master Pan, office, residentia, entertainment, restaurant or recreation, retai and service uses are a expressy permitted at the Site. A of the uses isted in Exhibit F to the PDA Master Pan, as we as apartment hote, and coege and university uses, sha be permitted at the Site. The Site is subject to a Chapter 91 amnesty icense. As stated in the PDA Master Pan, the first foors of a new construction within Chapter 91 jurisdiction must contain pubicy accessibe uses such as entertainment, restaurant or recreation, retai, or service uses. Athough the Project wi not add any new first-eve space, and so need not compy with this requirement, the Project wi provide pubicy accessibe uses, such as retai, restaurant or simiar uses, at the basement and first eve of 49 Mecher Street during Phase. _) _) _j. 12. Proposed Buiding Height: Other than the FAR imitations specified in the PDA Master Pan, and addressed in Section 13 hereof, the soe dimensiona reguation appicabe to the Project is buiding height. According to the PDA Master Pan, the existing buidings at 49 and 63 Mecher Street are 80-feet high and fank the 130-foot high buiding at 51 Mecher Street. (PDA Master Pan, Tabe 2.) The new rooftop structures at 49 Mecher Street and 63 Mecher Street are normay buit above the roof, they are not designed for human occupancy, and they wi have tota areas that are more no more than one-third of the reevant tota roof areas. Therefore, these new structures wi not increase buiding heights under the Code. 13. Proposed Densities: The 100 Acres Master Pan and the PDA Master Pan anticipate that the 100 Acres area may utimatey accommodate 5.9 miion square feet of net new deveopment. The PDA Master Pan currenty authorizes the buid-out of approximatey 70 percent of that amount (approximatey 4.1 miion square feet). The remaining 1.8 miion square feet of potentia deveopment may take pace when it is demonstrated to the BRA that adequate transportation infrastructure exists in the area to support the resuting new GF A. -~' _j As noted above, the Site comprises Parce ~, which is in tum part of Parce Grouping A 1 -A 7. The PDA Master Pan authorizes a maximum FAR of 1.3 across this entire grouping, based on net new foor area. This maximum FAR can increase to 1.8-9- _)

when the BRA authorizes the fina 30% of net new foor area in the 100 Acres. Based on the ot areas set forth in Exhibit to the PDA Master Pan, the aggregate ot area in the Parce Grouping is 192,100 square feet. Therefore, at a maximum FAR of 1.3, the PDA Master Pan authorizes up to 249,730 gross square feet of net new foor area across Parces A1-A7. Tabe 2 to the PDA Master Pan provides that, as of its effective date, the combined gross foor area of the Existing Buidings was 163,225 square feet. The Project incudes the addition of approximatey 9,775 square feet of gross foor area, through the conversion of basement space (approximatey 5,940 square feet at 49 Mecher Street and approximatey 3,835 square feet at 63 Mecher Street), for a tota gross foor area resuting from the Project of up to 173,000 square feet. Previousy buit or approved gross foor area across Parce Grouping A1-A7 incudes 5,700 square feet of new foor area buit as part of ADD nc's competed project at 311 Summer Street (Parce A 2 ), and approximatey 163,190 square feet of net new foor area approved by the BRA on November 17, 2011, for Gerding Eden's residentia project at 319 A Street Rear, a portion of Parce A 3 Adding these to the net new foor area for the Project of approximatey 9,775 square feet, resuts in tota net new gross foor area for the Parce A1-A7 Grouping of approximatey 178,665 square feet. When this tota aocation of 178,665 square feet is, in turn, subtracted from the aggregate imit of 249,730 square feet avaiabe under the current 1.3 FAR imit, this eaves approximatey 71,065 square feet of new gross foor area sti avaiabe for Parces A1-A7 after approva of the Project. Accordingy, the Project is consistent with the PDA Master Pan. 14. Proposed Traffic Circuation: The Site is a short wak from South Station and Downtown Boston. Residentia and office uses at the Site wi be accessed using the Existing Buiding's historic entries on Mecher Street. Entertainment, restaurant or recreation/retai/service space within 49 Mecher Street wi be accessed from Mecher Street via a new accessibe entry, as noted above. A sidewaks around the perimeter of the Site wi be refurbished as necessary foowing construction. t is anticipated that automobies coming to the Site from Downtown Boston ("Downtown") wi foow Mecher Street, turning right onto Necco Street, and then continuing on Necco Street as it turns east to enter the Necco Street Garage, the pubic parking faciity cosest to the Site, which is owned by an affiiate of the Proponent. Automobies arriving from the north or south are expected to foow A Street, turning right or eft, respectivey, onto Garage Access Way to reach the Necco Street Garage. Exiting automobie traffic is expected to foow these routes in reverse. Traffic heading toward Downtown woud ikey exit the garage onto Necco Street, continue on Necco Street as it turns right to the north, and turn eft on Mecher Street. Traffic heading north or south woud ikey exit the garage onto N ecco Street, turn eft or right onto A Street, and proceed to their destinations. -10-!! [ 1

Deiveries coming to the Site from Downtown are expected to foow Mecher Street, turn right onto A Street, and turn right onto Necco Court. Deiveries coming to the Site from the north or south are expected to foow A Street and tum right or eft, respectivey, onto Necco Court. " Deivery vehices eaving the Site woud ikey foow Necco Court to Necco Street, where it woud foow one of three routes. t coud tum right onto Necco Street, then eft onto Mecher Street to go Downtown. t coud tum right onto Necco Street, then right onto Mecher Street, then eft onto A Street to head north. t coud tum eft onto Necco Street, then eft onto Garage Access Driveway, then right onto A Street to head south. The PDA Master Pan does not require the dedication of any portion of the Site to be used as new pubic rights-of-way. (See PDA Master Pan, Exh. H.) ; ~ _j j'., -0.. 15. Parking and Loading Faciities: The PDA Master Pan does not specify off-street parking and oading requirements. For the Project, off-street parking is determined during Large Project Review under Artice 80B of the Code. No new parking spaces are proposed at the Site. Over 8,000 off-street parking spaces are ocated in garages and ots within a seven-minute wak of the Project, incuding the nearby 585- space Necco Street Garage, a parking faciity owned and controed by the Proponent's affiiate, and ocated irmnediatey across Necco Court from the Site. Residentia parking demand from the Project wi be met off site at the Necco Street Garage, a parking faciity owned and controed by the Proponent's affiiate, and ocated immediatey across Necco Court from the Site. Gerding Eden has a contract with the Proponent's affiiate to ease month-to-month up to 15 parking spaces to residents of the 29 market-rate units at 63 Mecher Street. The Proponent wi enter into a simiar agreement with its affiiate for up to haf of the 12 to 21 market-rate units at 49 Mecher Street, for a tota of up to six ( 6) to ten (1 0) spaces. Monthy resident ease programs of fu-time access, or evening and weekend access, wi be offered at market rates. Shoud any additiona residentia parking demand occur from 49 and/or 63 Mecher Street, it can be absorbed at the Necco Street Garage on a month-to-month, firstcome/first-served basis, subject to space avaiabiity. On-street parking restrictions within a seven-minute wak of the site, or about three-eighths of a mie, consist of a mixture of no parking, metered parking, permit parking, South Boston Resident Permit parking, two-hour parking, and handicappeddesignated spaces. A significant number of no-parking areas, South Boston resident parking, and metered parking ie within the immediate vicinity of the Site, mosty on A Street, Mecher Street, and Summer Street. Loading operations and trash pick-up for the Site currenty occur at the off-street oading area aong Necco Court. Trucks access Necco Court via A Street, Garage Access Way, or Necco Street. The number ofoading bays required by Artice 24 of the Code is determined during the Large Project Review process under Artice 80B of the Code. Loading and trash pick-up for the Project wi continue to occur aong N ecco Court. -11- _j

The Proponent intends to impement Transportation Demand Management ("TDM") measures to reduce dependence on autos under a Transportation Access Pan Agreement with BTD. TDM wi be faciitated by the Project's proximity to residentia deveopments in the neighborhoods of Fort Point Channe and South Boston, aong with avaiabe transit services nearby, described in the foowing section. [ 16. Access to Pubic Transportation: Residents of and visitors to the Project have severa transit options. The Site is ocated within an approximatey five-minute waking distance from the South Station Transportation Center, a transit hub that provides access to the MBTA Red Line and Siver Line and seven commuter rai branches serving points south and west of Boston. South Station is the terminus for Amtrak train service aong the Northeast Corridor, and regiona and commuter bus service is aso provided from South Station. Many commuters and visitors to the Fort Point neighborhood trave into South Station on the Red Line, commuter rai, or other transit, then wak over the Summer Street Bridge to the Fort Point Channe district. The Site is aso within an approximatey five-minute wak of severa MBTA bus routes and the Siver Line Courthouse Station. South Station is accessibe via MBTA Bus Route #7 aong Summer Street one bock from the Site. n addition, MBTA Bus Route #, which traves between Downtown Boston and City Point via Mecher Street, provides access from South Station. Because Route #11 traves in a cockwise oop aong A Street in South Boston and Washington Street in Chinatown, the bus ony operates on Mecher Street and A Street as it traves outbound from Downtown. Route #11 operates frequenty (every 15 minutes or ess) throughout the day. 17. Pubic Benefits: Expected pubic benefits from the Project incude improved neighborhood vitaity, historic preservation, increased and affordabe housing that furthers nnovation District goas, pubic ream enhancements, inkage payments, sustainabe design, increased property taxes, and the creation of temporary and permanent jobs. mproved Neighborhood Vitaity: The renovation of the Existing Buidings wi hep to eniven the Fort Point Channe neighborhood by providing upgraded office space, accessibe entertainment, restaurant or recreation/retaivservice space, and as many as 61 new residences. Historic Preservation: The Project invoves the renovation and adaptive reuse of three, approximatey 100-yearco]d, historic buidings ocated within the Fort Point Channe Historic District, which is isted on the State and Nationa Registers of Historic Paces, as we as within the City's Fort Point Channe Landmark District. ncreased and Affordabe Housing: During Phase, the Project wi create approximatey 38 new dweing units at 63 Mecher Street, incuding approximatey 27 units optimay sized for nnovation District workers. This buiding wi meet its requirements for affordabe housing on site, in accordance with the Mayor's Executive Order Regarding nc!usionary Housing, dated February 29, 2000, as amended, by incuding four affordabe dweing units. 63 Mecher Street wi incude another five -12- [ [ L 1 1 L L

affordabe artist ive/work units as off-site affordabe housing for Gerding Eden's nearby project ocated at 319 A Street Rear, aso within the nnovation District. During Phase, the Project wi create approximatey 14 to 23 new dweing units at 49 Mecher Street, incuding two (2) affordabe units on site in accordance with the Mayor's Order. Pubic Ream Enhancements: The PDA Master Pan requires new deveopment within the PDA Master Pan area to be accompanied by approximatey 6.9 acres of new and expanded open spaces at fu buid out, to be constructed primariy on and owned by the proponents of new deveopments in the PDA. Concurrenty with its adoption of the PDA Master Pan, the City entered into an Amended and Restated Memorandum of Agreement with the various owners of property subject to the PDA Master Pan (the "MOA"). The MOA aocates responsibiity among the City and the property owners for the phased construction and ong-term maintenance of certain open space and transportation improvements (together, the "Pubic Ream Enhancements"). The MOA binds participating owners to aocate construction costs among them for Pubic Ream Enhancements, based on payments into a Sinking Fund. A deveoper's contribution to the Sinking Fund is a condition precedent to the issuance of a buiding permit for its deveopment project. As described above, the net new foor area of the Project is approximatey 9,775 square feet, through the conversion of basement space at 49 and 63 Mecher Street to gross foor area. Therefore, based on a per-square-foot payment of $11.93 provided in the MOA, the tota payment due under the MOA woud be approximatey $116,616. j _j j Linkage Payments: The BRA's Deveopment mpact Project ("DP") exactions (inkage) program requires the payment of deveopment exactions, or equivaent in-kind contributions, for the creation of affordabe housing and job training programs. (Code Section 80B-7(1).) Phase of the Project wi trigger the DP exactions requirements of Section 80B-7. The Proponent wi compy by paying a housing exaction of $7.87 for each gross square foot of office or retai foor area in excess of 100,000 square feet at the Site (approximatey $82,714), and a jobs exaction of $1.57 for each gross square foot of office or retai foor area in excess of 100,000 square feet at the Site (approximatey $16,501). Sustainabe Design: The Project wi compy with the requirements of Artice 37, Green Buidings, of the Code. The deveopment team for each phase wi use the appropriate USGBC LEED green buiding rating system to evauate sustainabe design measures for the reevant phase, in accordance with Artice 37 of the Code. Each phase wi target meeting LEED-NC standards at the Certified Leve. ncreased Property Taxes: Once compete, the Project is expected to generate significanty more in annua property taxes for the City of Boston than the Site currenty contributes. -13-

Temuorarv and Permanent Emuovment: During construction, the Second Revised Project is expected to create approximatey!50 construction-reated empoyment opportunities. The Project aso creates the potentia for approximatey 450 office jobs, approximatey 00 entertainment, restaurant or recreation/retai/service jobs, and approximatey 14 buiding management jobs. r S. Large Project Review: Pursuant to Artice SOB of the Code, on February 11, 200S, the Proponent fied a Project Notification Form ("PNF") for the Origina Project. On December 19, 200S, the Director of the BRA issued a Scoping Determination waiving further review of the Origina Project pursuant to Section SOB- 5.3(d) of the Zoning Code. n the course of that review, the impacts of the Origina Project upon the surrounding neighborhoods were fuy addressed, and appropriate mitigation were proposed and incorporated into the Origina Project. The First Revised Project incuded a substantia reduction in office space, a minor reduction in retai space, and the incusion in their pace of approximatey 3S residentia units, without any increase in buiding dimensions. Therefore, the First Revised Project changes were argey interna, except that the rooftop addition woud have been sighty smaer, and so woud not have affected areas of potentia environmenta impact. On May 11, 2011, the BRA Director issued a Determination Waiving Further Review of the First Revised Project, finding that the First NPC did not significanty increase the impacts of the Origina Project, and waiving further review of the First Revised Project, subject to continuing design review by the BRA (the "Determination Waiving Further Review"). The Second Revised Project makes three materia changes for purposes of Artice SOB of the Code: it eiminates a previousy approved horizonta (infi) or vertica (rooftop) additions to the Existing Buidings; it repaces ground-eve retai/service space at 51 Mecher Street with office; and it repaces upper-eve office space at 49 Mecher Street with residentia units. n comparison to the First Revised Project, these changes are expected to essen potentia environmenta impacts in areas such as wind, shadow, dayight, and soar gare, as foows: Minor decreases in water consumption and wastewater generation are expected. The Second Revised Project wi resut in fewer vehice trips during the morning peak hour, and fewer vehice trips in the evening peak hour. Estimated parking demand associated with the Second Revised Project (is substantiay ower than with the First Revised Project. The Project wi continue to compy with Artice 37 of the Code, ensuring LEED certifiabiity The TDM program wi continue to encourage non-vehicuar trave to the Site, emphasizing the Site's proximity to pubic transportation services. -14- f f [ [

The Project wi continue to have itte or no affect on pedestrian-eve winds, generate minima new shadow, not significanty affect dayight reaching the Site, and not create adverse impacts from refected soar gare. Potentia air quaity and noise impacts wi continue to be we beow City and State threshods. Minima geotechnica impacts wi be continue to be monitored as required. 19. Other Necessary Government Approvas: Because the Project wi not increase buiding footprint for non-water-dependent uses on fied former tideands, it wi not require an amendment to the existing Chapter 91 anmesty icense for the Site. 20. Deveopment Schedue: Buid out of the PDA Master Pan Area is expected to occur in mutipe phases over approximatey 20 years. The Proponent currenty estimates that construction of the Project wi take approximatey 24 months, with initia work on Phase expected to begin in the first quarter of2012, pursuant to the First Amended Deveopment Pan, and Phase concuding during the fourth quarter of 2013. n accordance with the PDA Master Pan, the current parces at the Site may be reconfigured into mutipe parces, which may be under common or separate ownership and may incude subdivision or condominium ownership, deveoped sequentiay or simutaneousy, and separatey deveoped and/or financed. Each such parce is referred to as a "Project Component." One or more of the Project Components may be further subdivided into one or more separate parces which may be under separate ownership, or one or more of the Project Components may be combined to create one singe parce, or a condominium ownership structure may be created for a or part of the Project. n the event that current parces within the Site are divided into Project Components, a Certification of Consistency may be issued for any such Project Component. ' j 21. Appicabiity of this Deveopment Pan: Consistency of the Project with this Deveopment Pan constitutes compiance with the dimensiona, use, and other requirements of the Code, in accordance with Section SOC-9 of the Code. Moreover, this Deveopment Pan constitutes approva for any zoning nonconformity created or increased by the future separation of ownership of individua Project Components, and Parce Grouping A 1 -A 7, provided that: (A) the use imitations and dimensiona requirements of this Deveopment Pan, other than FAR, with respect to each Project Component are met; and (B) the FAR for the Parce Grouping A 1 -A 7 in the aggregate does not exceed the imits estabished under the PDA Master Pan. 22. No Duty to Deveop the Project or Any Project Component: Notwithstanding anything set forth in this Deveopment Pan to the contrary, under no circumstances wi the Proponent, Synergy or Gerding Eden be obigated to proceed with the Project or any Project Component. 23. Minor Modifications to Pans: This Deveopment Pan constitutes the zoning for the Site and the Project. Fina pans and specifications for the Project or. Project Components wi be submitted to the BRA pursuant to Section 3-1A and Artice SOC of the Code for fina design review approva and certification as to consistency with -15-

this Deveopment Pan, and to other governmenta agencies and authorities for fina approva. Accordingy, subject to consistency with the dimensiona reguations set forth in this Deveopment Pan, minor changes may occur to the Project's design described in this Deveopment Pan. 24. Amendment of this Deveopment Pan: The owner of an individua Project Component may seek amendment of this Deveopment Pan in accordance with the procedures prescribed by the Code, without the consent of the owner( s) of any other Project Component. n the event that any amendment affects the overa compiance of the Project with this Deveopment Pan, this Deveopment Pan wi be deemed amended with respect to the Project as a whoe, to the extent necessary for the overa Project to compy with this Deveopment Pan, without requiring any modification of the requirements of this Deveopment Pan as to any other Project Components. LST OF EXHBTS EXHBT A EXHBTB EXHBTC Lega Description of the Site Locus Pan Phase (49 Mecher Street) Team [ [ \ EXHBTD-1 EXHBTD-2 EXHBTD-3 Phase (63 Mecher Street) Drawings - Existing Site Pan - Proposed Foor Pans -Proposed Roof Pan - Proposed Eevations Phase (51 Mecher Street) Drawings - Existing Site Pan - Proposed Foor Pans -Proposed Roof Pan - Proposed Eevations Phase ( 49 Mecher Street) Drawings - Existing Site Pan - Proposed Foor Pans -Proposed Roof Pan - Proposed Eevations -16- L! L L. L L

EXHBT A LEGAL DESCRPTON OF THE STE 49 Mecher Street Boston (South Boston District) Mass. A certain parce of and situated in the City of Boston, South Boston District, Commonweath of Massachusetts, bounded and described as foows: Beginning at the intersection of the southeastery sideine of Necco Street and the southwestery sideine of Mecher Street; Thence runnings 32 07'21" E aong the said southwestery sideine of Mecher Street, a distance of 82.80 feet; Thence turning and running S 45 03'56" Win part aong the face of a brick buiding, a distance of 102.56 feet to the northeastery sideine of a 25 foot wide passageway; Thence turning and running N 32 07'21" W aong the said northeastery sideine of the 25 foot wide passageway, a distance of 82.88 feet to the intersection of the southeastery sideine of Necco Street and the said northeastery sideine of the 25 foot wide passageway; Thence turning and running N 45 06'26" E aong the said northeastery sideine ofnecco Street, a distance of 102.55 feet to the point ofbeginning; ~ Containing an area of 8,285 square feet, more or ess, and shown as Lot 3 on a pan entited "Subdivision Pan of Land, No. 49 & No. 51-61 Mecher Street, Boston, (South Boston District) Mass." prepared by Harry R. Fedman, nc. dated August 25, 2011 and recorded as Pan No. 346 of2011. c 51-61 Mecher Street Boston (South Boston District) Mass. A certain parce of and situated in the City of Boston, South Boston District, Connnonweath of Massachusetts, bounded and described as foows: j Beginning at a point on the southwestery sideine of Mecher Street, said point is ocated S 32 07'21" E, a distance of 82.80 feet from the intersection of the southeastery sideine ofnecco Street and the southwestery sideine of Mecher Street; j

Thence runnings 32 07'21" E aong the said southwestery sideine of Mecher Street, a distance of 139.42 feet; Thence turning and running S 45 13 '45" W in part aong the face of a brick buiding, a distance of 102.49 feet to the northeastery sideine of a 25 foot wide passageway; Thence turning and running N 32 07'21" W aong the said northeastery sideine of the 25 foot wide passageway, a distance of 139.12 feet; Thence turning and running N 45 03'56" E in part aong the face of a brick buiding, a distance of 102.56 feet to the point of beginning; [ Containing an area of 13,928 square feet, more or ess, and shown as Lot 4 on a pan entited "Subdivision Pan of Land, No. 49 & No. 51-61 Mecher Street, Boston, (South Boston District) Mass." prepared by Harry R. Fedman, nc. dated August 25, 2011 and recorded as Pan No. 346 of2011. 63 Mecher Street Boston (South Boston District) Mass. A certain parce of and situated in the City of Boston, South Boston District, Commonweath of Massachusetts, bounded and described as foows: Beginning at the intersection of the northwestery sideine of A Street and the southwestery sideine of Mecher Street; Thence running S 45 08'04" W aong the said northwestery sideine of A Street, a distance of 102.53 feet; Thence turning and running N 32 07'21" W aong the northeastery sideine of a 25 foot wide passageway, a distance of70.14 feet; Thence turning and running N 45 13 '45" E in part aong the face of a brick buiding, a distance of 102.49 feet to the southwestery sideine of Mecher Street; Thence turning and running S 32 07'21" E aong the said southwestery sideine of Mecher Street, a distance of69.97 feet to the point of beginning; Containing an area of 7,006 square feet, more or ess, and shown as Lot 2 on a pan entited "Subdivision Pan of Land, No. 49, No. 51-61 & No. 63 Mecher Street, Boston, (South Boston District) Mass." prepared by Harry R. Fedman, nc. dated September 15, 2001 and recorded as Pan No. 325 of2011. L! [ L L L L L L

] ] PCA. ~(:,d(b(b c c._ A~..L.' 3/tctib ~~ : 3/i4!iC SECOND AMENDED AND RESTATED DEVELOPMENT PLAN for 49, 51 AND 63 MELCHER STREET within PLANNED DEVELOPMENT AREA NO. 69, SOUTH BOSTON/THE 100 ACRES Boston, Massachusetts February 16,2012 1. Second Amended and Restated Deveopment Pan: Pursuant to Section 3-A and Artice SOC of the Zoning Code of the City of Boston (the "Code"), and the Master Pan for Panned Deveopment Area ("PDA") No. 69, South Boston/The 100 Acres (the "PDA Master Pan"), this deveopment pan constitutes the Second Amended and Restated PDA Deveopment Pan (the "Second Amended Deveopment Pan" or "Deveopment Pan") for the redeveopment of a parce in the Fort Point Channe district of Boston comprising three contiguous ots at 49, 51-61 and 63 Mecher Street, within a singe city bock of approximatey 0.6S acres (29,219 square feet) (the "Site"). Each ot is owned by a different entity and improved with an existing buiding (the "Existing Buidings"): W2005 BWH Reaty, L.L.C., an entity controed by Archon Group, L.P. (the "Proponent") owns 49 Mecher Street; Mecher Street Hodings LLC, an entity controed by Synergy Deveopment LLC ("Synergy"), owns 51-61 Mecher Street ("51 Mecher Street"); and 63 Mecher, LLC, an entity controed by Gerding Eden Fuod Management, LLC ("Gerding Eden"), owns 63 Mecher Street. The Site is more particuary described in Section 4 beow, and in EXHBT A, attached. The Site and PDA Overay District are both depicted on the ocus pan attached as EXHBT B. Pursuant to Section 3-A and Artice SOC of the Code, and the PDA Master Pan, by a vote taken on December 4, 200S, the Boston Redeveopment Authority (the "BRA") approved a PDA Deveopment Pan for the Site, entited Deveopment Pan for 49, 51 and 63 Mecher Street within Deveopment Pan No. 69, The 100 Acres (the "Origina Deveopment Pan"). Under the Origina Deveopment Pan, the Proponent proposed to rehabiitate and expand the Existing Buidings at the Site into a singe integrated office buiding with first-eve retai/service space, with approximatey 60,911 square feet of new gross foor area 1 through horizonta (infi) and vertica (rooftop) additions and basement conversions, and to make minor site improvements (the "Origina Project"). On February 4, 2009, the Zoning Commission of the City of Boston (the "Commission") approved the Origina Deveopment Pan, which became effective on February 5, 2009. On anuary 3, 2011, the Proponent fied a Notice of Project Change (the "First NPC") and a First Amended and Restated PDA Deveopment Pan (the."first Amended Deveopment Pan") to aow certain changes to the design, uses and phasing of the Origina Project (the "First Revised Project"). With the exception of a sighty smaer 1 Throughout this Deveopment Pan, a references to "foor area" sha refer to "gross foor area," and a references to "height" sha refer to "buiding height," as both are defined in Artice 2A (Definitions Appicabe in Neighborhood Districts and in Artice 80, Deveopment Review and Approva) of the Code. -1-

-1 rooftop addition to 51 Mecher Street, the enveope of the First Revised Project woud have been identica to that of the Origina Project. The First Revised Project woud have been deveoped in two phases and resuted in two buidings, as foows: o n the first phase, the existing buiding ocated at 63 Mecher Street woud have been rehabiitated and converted to up to 34,700 square feet of residentia use, with up to 38 dweing units. To promote the goas of the nnovation District, this phase was to be undertaken in conjunction with the deveopment of a residentia project ocated nearby at 319 A Street Rear, then owned by the Proponent. Smaer unit sizes, such as those then proposed at 63 Mecher Street, are typicay avaiabe at ower rents, meeting the demand. of workers in the innovation economy for inexpensive iving space with access to amenities outside their units. o n the second phase, the existing buidings ocated at 49 Mecher Street and 51 Mecher Street woud have been rehabiitated, expanded and converted into an integrated commercia buiding with a singe eevator core and continuous foors spanning both buidings, incuding up to 163,225 square feet of office use and up to 18,880 square feet of basement and first-eve retai/service use, and incuding the construction of a 12,210 square-foot rooftop addition at 51 Mecher Street, and of two five-story infi extensions with a tota of up to 32,240 square feet. Pursuant to Section 3-A and Artice SOC of the Code, and the PDA Master Pan, by a vote taken on Apri 14, 2011, the BRA approved the First Amended Deveopment Pan. On May 4, 2011, the Commission approved the First.Amended Deveopment Pan, which became effective on May 6, 2011. On December 9, 2011, the Proponent fied a second Notice of Project Change (the "Second NPC") and this Second Arr!ended Deveopment Pan to aow certain changes to the design, uses and phasing of the First Revised Project (the "Second Revised Project" or the "Project"). As further described in Section 5 beow, the first phase of the First Revised Project wi proceed unchanged as "Phase " of the Second Revised Project, except that sighty ess basement area wi be used as gross foor area. Significant changes from the First Revised Project incude: dividing the former second phase into two phases, one at 51 Mecher Street ("Phase ") and the other at 49 Mecher Street ("Phase "); eiminating a previousy approved exterior additions of foor area to the Existing Buidings; removing approximatey 7,370 of ground-eve retai/service use previousy-approved at 51 Mecher Street; and repacing office with residentia use at 49 Mecher Street. Proposed site pans, foor pans, sections and eevations ("Drawings") are attached hereto as EXHBT D-1 (Phase ), EXHBT D-2 (Phase ), and EXHBT D-3 (Phase i). Tabe 1, which appears on the foowing page, compares the First Revised Project to the Second Revised Project, by use. -2- -], 1 ~] [ [] :_] ] : ~ r ; ' i_j

] ] _].. TABLE 1-COMPARSON OF FRST AND SECOND REVSED PROECTS BY USE First Revised Second Revised Change Project (previous) Project (current) Office 166,370 s. 99,000 s.f. -67,370 s. Enter., rest. or rec./ 18,880 s.f. 11,510 s.f. -7,370 s.f. Retaii/Svc.Z Residentia 34,700 s.f. 62,490 s.f. + 27,790 s.f. A Uses 219,950 s. 173,000 s.f. - 46,950 s.f., Parking spaces 0 0 No change i - -- This Deveopment Pan amends and restates the First Amended Deveopment Pan to aow deveopment of the Second Revised Project in pace of the First Revised Project. Upon approva, this Deveopment Pan wi constitute permanent zoning for the Site in accordance with Section 3-A and Artice 80C of the Code, and the First Amended Deveopment Pan wi be of no further force and effect. The Project wi contribute to the city's economic we-being through improved neighborhood vitaity, historic preservation, increased and affordabe housing that furthers nnovation District goas, pubic ream enhancements, inkage payments, sustainabe design, increased property taxes, and the creation of temporary and permanent jobs. Under Section 80C-8 of the Code, no buiding, use or occupancy permit for the Project or for any Project Component (defined in Section 20 beow) wi be issued unti the BRA has issued a Certification of Consistency under Artice 80C-8 for the Project or such Project Component. To the extent that the Director of the BRA (the "Director") certifies consistency with this Deveopment Pan, the Project or such Project Component, as the case may be, wi be deemed to be in compiance with the requirements of the Code, under Code Section 80C-9. This Deveopment Pan consists of 17 pages of text pus attachments designated EXDBTS A through D-3. A references to this Deveopment Pan contained herein sha pertain ony to such pages and exhibits. Uness otherwise set forth herein, a references to terms defined by the PDA Master Pan and by the Code wi have the meanings set forth in each as of the date ofthis Deveopment Pan. 2. The Proponent: The Proponent, W2005 BWH Reaty, L.L.C., which owns 49 Mecher Street, is a Deaware imited iabiity company with its business address at c/o Archon Group, L.P., 800 Boyston Street, Suite 3330, Boston, MA 02199. Members of the Phase team are identified on EXHBT C. As the owners of 51 and 63 Mecher Street, respectivey, both Synergy and Gerding Eden have given their written consent to this Deveopment Pan. 2 Under the Origina Project and the First Revised Project, this use category was isted as "Retai/Service." -3-

3. PDA Master Pan Area: On September 7, 2006, the BRA approved the "The Fort Point District 100 Acres Master Pan" (the "100 Acres Master Pan"), which served as the panning basis for the PDA Master Pan, adopted by the Zoning Commission on anuary 10, 2007. 3 The PDA Master Pan is intended to support the centra goa of the 100 Acres Master Pan: to transform the area into a dense, varied and ivey urban district, with 24-hour vibrancy. The PDA Master Pan sets maximum foor area ratio ("FAR") and buiding heights for construction. FAR imits are cacuated based on groupings of parces, excuding the gross foor area of any deveopment that preexisted adoption of the PDA Master Pan on anuary 10, 2007. Because FAR imits appy to the specified Parce Groupings in the aggregate, individua sites within them may have higher or ower F ARs. As addressed beow, the Project compies with these requirements. Likewise, the Project compies with the imitations on use set by the PDA Master Pan. The PDA Master Pan contempates that projects within the PDA Master Pan Area wi feature a broad range of uses, principay office, research and deveopment, retai, service, residentia, open space, tourism-reated, and art and cutura uses. Exhibit E to the PDA Master Pan assigns parces within the PDA Master Pan Area to three broad use categories: ndustria Commercia Mixed Use; Residentia Commercia Mixed Use (which governs most of the area); and Open Space. The PDA Master Pan assigns the Site to the Residentia Commercia Mixed Use category. (PDA Master Pan, Exh. E.) 4. Site: As noted above, the Site comprises three contiguous ots at 49, 51-61 and 63 Mecher Street, within a singe city bock of approximatey 0.68 acres (29,219 square feet). The Site is bordered by Mecher Street to the north, A Street to the east, Necco Court to the south, and Necco Street to the west. Necco Court and Necco Street are private ways, open to pubic trave and owned by the Proponent. The three ots that make up the Site are identified together as Parce ~ in the PDA Master Pan. The surrounding neighborhood, much of which was originay deveoped by the Boston Wharf Company, has evoved over the past century from primariy warehouse and industria uses toward a mix of uses incuding commercia, retai, office, artist ive/work units, and residentia uses. The Site is aso ocated within the boundaries of the. nnovation District, an area of the South Boston Waterfront in which Mayor Thomas M. Menino and the City are focused on attracting startup companies and innovation industries, by creating housing types and office space that are oriented toward startup companies and their empoyees. Located a few bocks to the east is the Boston Convention and Exhibition Center, which opened in the sununer of 2004. ust three bocks from South Station, the Site is convenient to the MBTA subways, Siver Line, and commuter rai, and the -90 and -93 connections to Downtown, Greater Boston, and Logan Airport. 3 The area subject to the PDA Master Pan (the "PDA Master Pan Area") measures approximatey 49 acres (2, 134,440 square feet). The 100 Acres Master Pan encompasses a arger area than the PDA Master Pan Area. -4- i,. n i, j :--; ; i ~,~- 0 0 ~] [ u ' ] C :

-1 -] ] 1 ) j ) 1 According to Zoning Map 4 South Boston, the Site is ocated within an underying M-4 (Restricted Manufacturing) District, the overaying PDA Master Pan Area, the Groundwater Conservation Overay District ("GCOD") and the South Boston Restricted Parking Overay District. The PDA Master Pan provides. for one or more PDA Deveopment Pans to be submitted with more specific information about various proposed projects and Project Components thereof; hence this Deveopment Pan. 4 As described above, the Site is currenty improved with three adjacent buidings, one on each ot. 51 Mecher Street is a nine-story, stee-and-concrete-frame buiding that is fanked by two five-story, brick-and-wood timber buidings ocated at 49 and 63 Mecher Street. The first foor of each buiding is approximatey five feet above-grade, and the basement of each is approximatey six to seven feet beow-grade. According to Tabe 2 of the PDA Master Pan, the Existing Buidings have a combined tota of approximatey 163,225 square feet of gross foor area: 35,500 square feet at 49 Mecher Street; 99,000 square feet at 51 Mecher Street; and 28,725 square feet at 63 Mecher Street. 5 Existing buiding heights are 80 feet at 49 and 63 Mecher Street, and 130 feet at 51 Mecher Street. (PDA Master Pan, Tabe 2.) A of the Existing Buidings are considered to be representative of warehouse and cormnercia oft structures deveoped by the Boston Wharf Company. Each buiding features arge gass storefronts on the first foor fronting Mecher Street, and has its main entry on Mecher Street. Origina drawings show offices ining the front of the buidings with storage or factory space aong the rear. Each is isted as contributing to the Fort Point Channe District isted on the State and Nationa Registers ofhistoric Paces. They are aso ocated within the City's Fort Point Charme Landmark District. 5. Project: The Project wi be deveoped in three phases, each invoving a singe ot and, correspondingy, one of the three Existing Buidings, as foows: Phase at 63 Mecher Street: Phase is identica to the first phase of the First Revised Project, except that sighty ess of the basement wi be used as gross foor area. ust as before, the historic buiding ocated at 63 Mecher Street wi be rehabiitated and converted to residentia use, in conjunction with the deveopment of the nearby project at 319 A Street Rear, which is now aso owned by Gerding Eden. As a resut of the Project, the buiding at 63 Mecher Street wi incude approximatey 32,560 square feet of residentia gross foor area, as foows: 4 No provisions of the underying M-4 zoning estabish use, dimensiona, design, or other requirements for projects within PDAs. Therefore, for zoning restrictions, this Deveopment Pan need ony compy with the PDA Master Pan. 5 n fact, the three Existing Buidings have a tota foor area of approximatey 173,000 square feet, when those portions of the basement eves not devoted excusivey to uses accessory to buiding operation, or otherwise excuded from foor area, are taken into account: approximatey 5,940 square feet at 49 Mecher Street; aud approximatey 3,835 square feet at 63 Mecher Street. This was true when the PDA Master Pan was adopted. Tabe 2 to the PDA Master Pan wi be amended to correct this discrepancy. However, for the purposes of this Second NPC, the Existing Buidings are assumed to have a combined foor area of 163,225 square feet, and the Second Revised Project is assumed to convert 9,775 square feet of basement space to gross foor area, for a resuting tota foor area at the Site of 173,000 square feet. -5-

--1 On the first foor, five (5) affordabe, artist ive/work units, which wi partiay satisfy the affordabe housing required for the 319 A Street Rear project; On the second through fourth foors, approximatey 27 dweing units specificay designed to serve nnovation District workers, incuding four (4) affordabe dweing units specificay designed to serve nnovation District workers and satisfying the affordabe housing required for Phase of the Project; On the fifth foor, approximatey six (6) oft-stye apartments; Conversion of approximatey 3,835 square feet of basement foor area into an amenity eve for the use of the buiding residents, potentiay incuding work, media, kitchen, aundry, and/or gaery spaces; and A rooftop garden for the use of buiding residents, incuding a greenhouse structure, excuded from height and foor area measurements under the Code. Phase at 51 Mecher Street: n Phase of the Project, the historic buiding at 51 Mecher Street wi be rehabiitated for continued office use. No changes to 51 Mecher Street's existing foor area of99,000 square feet wi be made. Phase i at 49 Mecher Street: n Phase i, the historic buiding ocated at 49 Mecher Street wi be rehabiitated and converted to residentia use, with basement- and first-eve entertainment, restaurant or recreation/retai/service use. Upon competion, 49 Mecher wi incude up to 41,440 square feet of gross foor area, as foows: On the basement and first eve, approximatey 11,510 square feet of entertainment, restaurant or recreation/retai/service use; On the second through fifth eves, between 14 and 23 dweing units within which residents may conduct accessory occupations or professions, incuding at east two (2) affordabe on-site dweing units. Depending on the fina number of dweing units at 49 Mecher Street, the Proponent may owe an additiona affordabe housing contribution which it may choose to satisfy by: (1) providing an additiona on-site affordabe housing unit (for a tota of three (3) affordabe onsite units; or (2) making an additiona $200,000 cash contribution to the ncusionary Deveopment Poicy Fund (for a tota of two (2) affordabe on-site units and a $200,000 cash contribution) to satisfy the affordabe housing requirements of the ncusionary Deveopment Poicy, as amended through September 27, 2007, effective October 3, 2007, for Phase ; Rooftop decks of approximatey 2,400 square feet, atogether, for the use of buiding residents, incuding an accessory rooftop penthouse excuded from height and foor area measurements under the Code; and To hep promote the City's nnovation District, donation of approximatey 1,500 square feet of space at 319 A Street Front, a buiding owned by the Proponent, for ease at a reduced rent by innovation economy businesses. -6- ~ i j :j j. ) r ' ] '] : ] ' '1,'"1 ' j i.)

- ] ] ] ] Tabe 2, beow, describes Phases, and of the Project, by use. TABLE 2-PROECT USES BY PHASE Phase Uses (approximate gross foor area) Phase Residentia: 32,560 s.f. (63 Mecher Street) Phase Office: 99,000 s.f. (51 Mecher Street) Phase Residentia: 29,930 s.f. ( 49 Mecher Street) Enter., rest. orrec./retai/svc: 11,510 s.f. i Tota Project 173,000 s.f. i As noted above, Drawings of the Project are attached hereto as EXHBTS D-1 (Phase 1), D2 (Phase ), and D-3 (Phase ). 6. nnovation District: To promote the goas of the South Boston nnovation District, Phase of the Project wi be undertaken in conjunction with the deveopment of Gerding Eden' s residentia project ocated nearby at 319 A Street Rear, which is a portion ofpda Master Pan Parce A 3. Smaer unit sizes, such as those at 63 Mecher Street, are typicay avaiabe at ower rents, meeting the demand of workers in the innovation economy for inexpensive iving space with access to amenities outside their units. n addition, as part of Phase, the Proponent wi donate approximatey 1,500 square feet of space at its buiding ocated at 319 A Street Front, for ease at a reduced rent by innovation economy businesses. 7. Green Buiding Measures: Each phase of the Project wi compy separatey with the requirements of Artice 37 (Green Buidings) of the Code. The reevant design teams wi use the appropriate U.S. Green Buiding Counci's ("USGBC") Leadership in Energy and Environmenta Design ("LEED") green buiding rating system to evauate sustainabe design measures for each phase, in accordance with Artice 37 of the Code. Compiance with Artice 37 wi be confirmed by issuance of one or more Certifications of Compiance pursuant to Section 80B-6 of the Code. 8. Groundwater Conservation Measures: The Site is ocated within the GCOD, which is governed by Artice 32 of the Code. Artice 32 requires that projects meeting certain criteria empoy mitigation measures to avoid adverse impacts to groundwater eves and, in some instances, to recharge storm water to hep sustain groundwater eves. However, pursuant to Section 32-4 of the Code, Artice 32 does not appy to the Project because it wi not invove the erection or extension of any structure that wi occupy more than fifty (50) square feet of ot area, or invove excavation to a depth at or beow seven feet above Boston City Base. -7- '

9. Proposed Location, Dimensions and Appearance of Structures: A primary goa of the PDA Master Pan is to preserve the historic scae and character of the 100 Acres. The Project does this by adaptivey reusing the Existing Buidings, without the construction of any horizonta (infi) or vertica (rooftop) additions. The proposed ocation, dimensions and appearance of the structures after competion of the Project are. shown in the Drawings, attached hereto as EXHBT D-1 (Phase ), EXHBT D-2 (Phase ), and EXHBT D-3 (Phase ). The fina ocation, dimensions and appearance of the structures may change during BRA review of the Project, or as a resut of review by other agencies, and as agreed upon by the BRA. The Project incudes four significant exterior changes to the Site: fa9ade restoration; modified first-eve entries; new rooftop usabe open space and accessory structures; and minor site improvements, as foows: Facade Restoration (A Phases): At approximatey 00 years in age, the f39ades of the Existing Buidings require significant restoration. Existing buiding features wi be rehabiitated or repaired, as needed. Based on the deteriorated condition of existing windows at the Site, a existing windows at 49 Mecher Street, and a but a few windows at 63 Mecher Street, wi be repaced with new wooden windows on the basement and first eve, and with meta windows on the second through fifth eves. Such window repacement is subject to review and approva by the Fort Point Channe Landmark District Commission (the "FPCLDC"), and wi be supported by comprehensive window surveys, Modified and New First-Leve Entries (A Phases): Currenty, the first eve of each Existing Buiding is higher.than sidewak grade by approximatey five feet. To meet accessibiity requirements, historic entries wi be restored, reconstructed and/or modified to meet current codes. During Phases and, second entrances aong Mecher Street for both 49 and 51 Mecher Street wi be created adjacent to the historic entries using existing window openings. Like a the existing entries at the Site, these new entries to 49 and 51 Mecher Street wi be made handicapped accessibe. Such aterations are subject to review and approva by the FPCLDC. New Rooftop Usabe Open Space and Accessorv Structures (Phases and ): To provide usabe open space for residents at the Site, the Project incudes the construction of a rooftop greenhouse at 63 Mecher Street during Phase, and two roof decks of approximatey 2,400 square feet, atogether, at 49 Mecher Street during Phase. A sma penthouse wi aso be constructed at 49 Mecher Street to house exit stairs, storage and other space reated to the roof decks, such as possibe restrooms. Neither rooftop structure wi count against height or foor area per Artice 2A of the Code. The new rooftop structures at 49 and 63 Mecher Street are expected to be visibe from ways open to pubic trave, making them subject to FPCLDC review and approva. Minor Site mprovements (A Phases): The sidewaks around the Site wi be refurbished as necessary foowing construction. Necco Court wi feature new street ighting at the property ine. No andscaping is proposed as part of the Project. -8- : n ' ' ] : ] ] [] ] ],] ~.. ',] L

] ] ] ] ] 1 1. ' j ' 10. Open Spaces and Landscaping: To reinforce the prevaiing physica conditions within the historic areas of the PDA Master Pan Area, and to maintain strong, consistent urban street was throughout the district, the PDA Master Pan provides that new construction is intended to conform to a zero-ot-ine standard and be constructed to the sidewak. Accordingy, no open space or andscaping is required for the Project. Moreover, the PDA Master Pan does not require the dedication of any portion of the Site to be used as new pubic open space. (See PDA Master Pan, Exh. G.) 11. Proposed Uses: After competion of the, the Site wi incude approximatey 99,000 square feet of office space, approximatey 62,490 square feet of residentia space, and approximatey 11,510 square feet of entertainment, restaurant or recreation/retaiservice space, for a tota of up to 173,000 square feet of gross foor area. This compies with the PDA Master Pan, which cas for a these uses to be ocated at the northern edge of the area near Summer Street, where the Site is ocated. Under the PDA Master Pan, office, residentia, entertainment, restaurant or recreation, retai and service uses are a expressy permitted at the Site. A of the uses isted in Exhibit F to the PDA Master Pan, as we as apartment hote, and coege and university uses, sha be pennitted at the Site. The Site is subject to a Chapter 91 amnesty icense. As stated in the PDA Master Pan, the first foors of a new construction within Chapter 91 jurisdiction must contain pubicy accessibe uses such as entertainment, restaurant or recreation, retai, or service uses. Athough the Project wi not add any new first-eve space, and so need not compy with this requirement, the Project wi provide pubicy accessibe uses, such as retai, restaurant or simiar uses, at the basement and first eve of 49 Mecher Street during Phase. 12. Proposed Buiding Height: Other than the FAR imitations specified in the PDA Master Pan, and addressed in Section 13 hereof, the soe dimensiona reguation appicabe to the Project is buiding height. According to the PDA Master Pan, the existing buidings at 49 and 63 Mecher Street are 80-feet high and fank the 130-foot high buiding at 51 Mecher Street. (PDA Master Pan, Tabe 2.) The new rooftop structures at 49 Mecher Street and 63 Mecher Street are normay buit above the roof, they are not designed for human occupancy, and they wi have tota areas that are more no more than one-third of the reevant tota roof areas. Therefore, these new structures wi not increase buiding heights under the Code. 13. Proposed Densities: The 100 Acres Master Pan and the PDA Master Pan anticipate that the 100 Acres area may utimatey accommodate 5.9 miion square feet of net new deveopment. The PDA Master Pan currenty authorizes the buid-out of approximatey 70 percent of that amount (approximatey 4.1 miion square feet). The remaining 1.8 miion square feet of potentia deveopment may take pace when it is demonstrated to the BRA that adequate transportation infrastructure exists in the area to support the resuting new GF A. As noted above, th.e Site comprises Parce A!,, which is in turn part of Parce Grouping A 1 -A 7 The PDA Master Pan authorizes a maximum FAR of 1.3 across this entire grouping, based on net new foor area. This maximum FAR can increase to 1.8-9-

when the BRA authorizes the fina 30% of net new foor area in the 100 Acres. Based on the ot areas set forth in Exhibit to the PDA Master Pan, the aggregate ot area in the Parce Grouping is 192,100 square feet. Therefore, at a maximum FAR of 1.3, the PDA Master Pan authorizes up to 249,730 gross square feet of net new foor area across Parces A1-A7. Tabe 2 to the PDA Master Pan provides that, as of its effective date, the combined gross foor area of the Existing Buidings was 163,225 square feet. The Project incudes the addition of approximatey 9,775 square feet of gross foor area, through the conversion of basement space (approximatey 5,940 square feet at 49 Mecher Street and approximatey 3,835 square feet at 63 Mecher Street), for a tota gross foor area resuting from the Project of up to 173,000 square feet. Previousy buit or approved gross foor area across Parce Grouping A1-A7 incudes 5,700 square feet of new foor area buit as part of ADD nc's competed project at 311 Summer Street (Parce A 2 ), and approximatey 163,190 square feet of net new foor area approved by the BRA on November 17, 2011, for Gerding Eden's residentia project at 319 A Street Rear, a portion of Parce A 3. Adding these to the net new foor area for the Project of approximatey 9,775 square feet, resuts in tota net new gross foor area for the Parce A1-A7 Grouping of approximatey 178,665 square feet. When this tota aocation of 178,665 square feet is, in tum, subtracted from the aggregate imit of 249,730 square feet avaiabe under the current 1.3 FAR imit, this eaves approximatey 71,065 square feet of new gross foor area sti avaiabe for Parces A1-A7 after approva of the Project. Accordingy, the Project is consistent with the PDA Master Pan. 14. Proposed Traffic Circuation: The Site is a short wak from South Station and Downtown Boston. Residentia and office uses at the Site wi be accessed using the Existing Buiding's historic entries on Mecher Street. Entertainment, restaurant or recreation/retai/service space within 49 Mecher Street wi be accessed from Mecher Street via a new accessibe entry, as noted above. A sidewaks around the perimeter.of the Site wi be refurbished as necessary foowing construction. t is anticipated that automobies coming to the Site from Downtown Boston ("Downtown") wi foow Mecher Street, turning right onto Necco Street, and then continuing on Necco Street as it turns east to enter the Necco Street Garage, the pubic parking faciity cosest to the Site, which is owned by an affiiate of the Proponent. Automobies arriving from the north or south are expected to foow A Street, turning right or eft, respectivey, onto Garage Access Way to reach the Necco Street Garage. Exiting automobie traffic is expected to foow these routes in reverse. Traffic heading toward Downtown woud ikey exit the garage onto Necco Street, continue on Necco Street as it turns right to the north, and tum eft on Mecher Street. Traffic heading north or south woud ikey exit the garage onto Necco Street, tum eft or right onto A Street, and proceed to their destinations. -10- r- ' r- r-..., L~ ~---' ~._.i ~. ) L, :. j

~~ 1 1 1 ] ] 1 1 ] 1 Deiveries coming to the Site from Downtown are expected to foow Mecher Street, tum right onto A Street, and tum right onto Necco Court. Deiveries coming to the Site from the north or south are expected to foow A Street and tum right or eft, respectivey, onto Necco Court. Deivery vehices eaving the Site woud ikey foow Necco Court to Necco Street, where it woud foow one of three routes. t coud tum right onto Necco Street, then eft onto Mecher Street to go Downtown. t coud turn right onto Necco Street, then right onto Mecher Street, then eft onto A Street to head north. t coud turn eft onto Necco Street, then eft onto Garage Access Driveway, then right onto A Street to head south. The PDA Master Pan does not require the dedication of any portion of the Site to be used as new pubic rights~of~way. (See PDA Master Pan, Exh. H.) 15. Parking and Loading Faciities: The PDA Master Pan does not specify off~street parking and oading requirements. For the Project, off~street parking is detenuined during Large Project Review under Artice SOB of the Code. No new parking spaces are proposed at the Site. Over S,OOO off-street parking spaces are ocated in garages and ots within a seven-minute wak of the Project, incuding the nearby 5S5- space N ecco Street Garage, a parking faciity owned and controed by the Proponent's affiiate, and ocated immediatey across Necco Court from the Site. Residentia parking demand from the Project wi be met off site at the Necco Street Garage, a parking faciity owned and controed by the Proponent's affiiate, and ocated immediatey across Necco Court from the Site. Gerding Eden has a contract with the Proponent's affiiate to ease month-to-month up to 15 parking spaces to residents of the 29 market-rate units at 63 Mecher Street. The Proponent wi enter into a simiar agreement with its affiiate for up to haf of the 12 to 21 market-rate units at 49 Mecher Street, for a tota of up to six (6) to ten (10) spaces. Monthy resident ease programs of fu-time access, or eveuing and weekend access, wi be offered at market rates. Shoud any additiona residentia parking demand occur from 49 and/or 63 Mecher Street, it can be absorbed at the Necco Street Garage on a month-to-month, firstcome/first-served basis, subject to space avaiabiity. On-street parking restrictions within a seven-minute wak of the site, or about three-eighths of a mie, consist of a mixture of no parking, metered parking, pennit parking, South Boston Resident Penuit parking, two-hour parking, and handicappeddesignated spaces. A siguificant number of no-parking areas, South Boston resident parking, and metered parking ie. within the immediate viciuity of the Site, mosty on A Street, Mecher Street, and Summer Street. Loading operations and trash pick-up for the Site currenty occur at the off-street oading area aong Necco Court. Trucks access Necco Court via A Street, Garage Access Way, or Necco Street. The number of oading bays required by Artice 24 of the Code is detenuined during the Large Project Review process under Artice SOB of the Code. Loading and trash pick-up for the Project wi continue to occur aong Necco Court. -11-

The Proponent intends to impement Transportation Demand Management ("TDM") measures to reduce dependence on autos under a Transportation Access Pan Agreement with BTD. TDM wi be faciitated by the Project's proximity to residentia deveopments in the neighborhoods of Fort Point Channe and South Boston, aong with avaiabe transit services nearby, described in the foowing section. 16. Access to Pubic Transportation: Residents of and visitors to the Project have severa transit options. The Site is ocated within an approximatey five-minute waking distance from the South Station Transportation Center, a transit hub that provides access to the MBTA Red Line and Siver Line and seven commuter rai branches serving points south and west of Boston. South Station is the terminus for Amtrak train service aong the Northeast Corridor, and regiona and commuter bus service is aso provided from South Station. Many commuters and visitors to the Fort Point neighborhood trave into South Station on the Red Line, commuter rai, or other transit, then wak over the Summer Street Bridge to the Fort Point Channe district. The Site is aso within an approximatey five-minute wak of severa MBTA bus routes and the Siver Line Courthouse Station. South Station is accessibe via MBTA Bus Route #7 aong Summer Street one bock from the Site. fu addition, MBTA Bus Route #11, which traves between Downtown Boston and City Point via Mecher Street, provides access from South Station. Because Route #11 traves in a cockwise oop aong A Street in South Boston and Washington Street in Chinatown, the bus ony operates on Mecher Street and A Street as it traves outbound from Downtown. Route #11 operates frequenty (every 15 minutes or ess) throughout the day. 17. Pubic Benefits: Expected pubic benefits from the Project incude improved neighborhood vitaity, historic preservation, increased and affordabe housing that furthers hmovation District goas, pubic ream enhancements, inkage payments, sustainabe design, increased property taxes, and the creation of temporary and permanent jobs. hnproved Neighborhood Vitaity: The renovation of the Existing Buidings wi hep to eniven the Fort Point Channe neighborhood by providing upgraded office space, accessibe entertainment, restaurant or recreation/retai/service space, and as many as 61 new residences. Historic Preservation: The Project invoves the renovation and adaptive reuse of three, approximatey 100-year"od, historic buidings ocated within the Fort Point Channe Historic District, which is isted on the State and Nationa Registers of Historic Paces; as we as within the City's Fort Point Channe Landmark District. fucreased and Affordabe Housing: During Phase, the Project wi create approximatey 38 new dweing units at 63 Mecher Street, incuding approximatey 27 units optimay sized for hmovation District workers. This buiding wi meet its requirements for affordabe housing on site, in accordance with the Mayor's Executive Order Regarding ncusionary Housing, dated February 29, 2000, as amended, by incuding four affordabe dweing units. 63 Mecher Street wi incude another five -12- -1 '1 ~ ] [1 ] [] [] -~ ] --1 u i_j,_ ~~ u.

] ] ] 1! j affordabe artist ive/work units as off-site affordabe housing for Gerding Eden's nearby project ocated at 319 A Street Rear, aso within the nnovation District. During Phase, the Project wi create approximatey 14 to 23 new dweing units at 49 Mecher Street, incuding two (2) affordabe units on site in accordance with the Mayor's Order. Pubic Ream Enhancements: The PDA Master Pan requires new deveopment within the PDA Master Pan area to be accompanied by approximatey 6.9 acres of new and expanded open spaces at fu buid out, to be constructed primariy on and owned by the proponents of new deveopments in the PDA. Concurrenty with its adoption of the PDA Master Pan, the City entered into an Amended and Restated Memorandum of Agreement with the various owners of property subject to the PDA Masjer Pan (the "MOA"). The MOA aocates responsibiity among the City and the property owners for the phased construction and ong-term maintenance of certain open space and transportation improvements (together, the "Pubic Ream Enhancements"). The MOA binds participating owners to aocate construction costs among them for Pubic Ream Enhancements, based on payments into a Sinking Fund. A deveoper's contribution to the Sinking Fund is a condition precedent to the issuance of a buiding permit for its deveopment project. As described above, the net new foor area of the Project is approximatey 9,775 square feet, through the conversion of basement space at 49 and 63 Mecher Street to gross foor area. Therefore, based on a per-square-foot payment of $11.93 provided in the MOA, the tota payment due under the MOA woud be approximatey $116,616. Linkage Payments: The BRA's Deveopment mpact Project ("DP") exactions (inkage) program requires the payment of deveopment exactions, or equivaent in-kind contributions, for the creation of affordabe housing and job training programs. (Code Section 80B-7(1).) Phase of the Project wi trigger the DP exactions requirements of Section 80B-7. The Proponent wi compy by paying a housing exaction of $7.87 for each gross square foot of office or retai foor area in excess of 100,000 square feet at the Site (approximatey $82,714), and a jobs exaction of $1.57 for each gross square foot of office or retai foor area in excess of 100,000 square feet at the Site (approximatey $16,501). Sustainabe Design: The Project wi compy with the requirements of Artice 37, Green Buidings, of the Code. The deveopment team for each phase wi use the appropriate USGBC LEED green buiding rating system to evauate sustainabe design measures for the reevant phase, in accordance with Artice 37 of the Code. Each phase wi target meeting LEED-NC standards at the Certified Leve. ncreased Property Taxes: Once compete, the Project is expected to generate significanty more in annua property taxes for the City of Boston than the Site currenty contributes. -13-

~ Temporary and Permanent Empoyment: During construction, the Second Revised Project is expected to create approximatey 150 construction-reated empoyment opportunities. The Project aso creates the potentia for approximatey 450 office jobs, approximatey 100 entertainment, restaurant or recreation/retai/service jobs, and approximatey 14 buiding management jobs. 18. Large Project Review: Pursuant to Artice 80B of the Code, on February 11, 2008, the Proponent fied a Project Notification Form ("PNF") for the Origina Project. On December 19, 2008, the Director of the BRA issued a Scoping Determination waiving further review of the Origina Project pursuant to Section 80B- 5.3(d) of the Zoning Code. n the course of that review, the impacts of the Origina Project upon the surrounding neighborhoods were fuy addressed, and appropriate mitigation were proposed and incotporated into the Origina Project. The First Revised Project incuded a substantia reduction in office space, a minor reduction in retai space, and the incusion in their pace of approximatey 38 residentia units, without any increase in buiding dimensions. Therefore, the First Revised Project changes were argey interna, except that the rooftop addition woud have been sighty smaer, and so woud not have affected areas of potentia environmenta impact. On May 11,2011, the BRA Director issued a Determination Waiving Further Review of the First Revised Project, finding that the First NPC did not significanty increase the impacts of the Origina Project, and waiving further review of the First Revised Project, subject to continuing design review by the BRA (the "Determination Waiving Further Review"). The Second Revised Project makes three materia changes for pu!poses of Artice 80B of the Code: it eiminates a previousy approved horizonta (infi) or vertica (rooftop) additions to the Existing Buidings; it repaces ground-eve retai/service space at 51 Mecher Street with office; and it repaces upper-eve office space at 49 Mecher Street with residentia units. n comparison to the First Revised Project, these changes are expected to essen potentia environmenta impacts in areas such as wind, shadow, dayight, and soar gare, as foows: Minor decreases in water consumption and wastewater generation are expected. The Second Revised Project wi resut in fewer vehice trips during the morning peak hour, and fewer vehice trips in the evening peak hour. Estimated parking demand associated with the Second Revised Project (is substantiay ower than with the First Revised Project. The Project wi continue to compy with Artice 37 of the Code, ensuring LEED certifiabiity The TDM program wi continue to encourage non-vehicuar trave to the Site, emphasizing the Site's proximity to pubic transportation services. -14- r- c- r-- '. r '. -- r 1 '-' : ] ] : : u ',j L u d!

1 1 1 ] 1! The Project wi continue to have itte or no affect on pedestrian-eve winds, generate minima new shadow, not significanty affect dayight reaching the ' Site, and not create adverse impacts from refected soar gare. Potentia air quaity and noise impacts wi continue to be we beow City and State threshods. Minima geotechnica impacts wi be continue to be monitored as reqnired. 19. Other Necessary Government Approvas: Because the Project wi not increase buiding footprint for non-water-dependent uses on fied former tideands, it wi not require an amendment to the existing Chapter 91 amnesty icense for the Site. 20. Deveopment Schedue: Buid out of the PDA Master Pan Area is expected to occur in mutipe phases over approximatey 20 years. The Proponent currenty estimates that construction of the Project wi take approximatey 24 months, with initia work on Phase expected to begin in the first quarter of2012, pursuant to the First Amended Deveopment Pan, and Phase Ti concuding during the fourth quarter of 2013. n accordance with the PDA Master Pan, the current parces at the Site may be reconfigured into mutipe parces, which may be under common or separate ownership and may incude subdivision or condominium ownership, deveoped sequentiay or simutaneousy, and separatey deveoped and/or financed. Each such parce is referred to as a "Project Component." One or more of the Project Components may be further subdivided into one or more separate parces which may be under separate ownership, or one or more of the Project Components maybe combined to create one singe parce, or a condominium ownership structure may be created for a or part of the Project. n the event that current parces within the Site are divided into Project Components, a Certification of Consistency may be issued for any such Project Component. 21. Appicabiity of this Deveopment Pan: Consistency of the Project with this Deveopment Pan constitutes compiance with the dimensiona, use, and other requirements of the Code, in accordance with Section 80C-9 of the Code. Moreover, this Deveopment Pan constitutes approva for any zoning nonconformity created or increased by the future separation of ownership of individua Project Components, and Parce Grouping A1-A7, provided that: (A) the use imitations and dimensiona requirements of this Deveopment Pan, other than FAR, with respect to each Project Component are met; and (B) the FAR for the Parce Grouping A1-A7 in the aggregate does not exceed the imits estabished under the PDA Master Pan. 22. No Duty to Deveop the Project or Any Project Component: Notwithstanding anything set forth in this Deveopment Pan to the contrary, under no circumstances wi the Proponent, Synergy or Gerding Eden be obigated to proceed with the Project or any Project Component. 23. Minor Modifications to Pans: This Deveopment Pan constitutes the zoning for the Site and the Project. Fina pans and specifications for the Project or. Project Components wi be submitted to the BRA pursuant to Section 3-A and Artice 80C of the Code for fina design review approva and certification as to consistency with -15-

r1 this Deveopment Pan, and to other govermnenta agencies and authorities for fina approva. Accordingy, subject to consistency with the dimensiona reguations set forth in this Deveopment Pan, minor changes may occur to the Project's design described in this Deveopment Pan. 24. Amendment of this Deveopment Pan: The owner of an individua Project Component may seek amendment of this Deveopment Pan in accordance with the procedures prescribed by the Code, without the consent of the owner(s) of any other Project Component n the event that any amendment affects the overa compiance of the Project with this Deveopment Pan, this Deveopment Pan wi be deemed amended with respect to the Project as a whoe, to the extent necessary for the overa Project to compy with this Deveopment Pan, without requiring any modification of the requirements of this Deveopment Pan as to any other Project Components. LST OF EXHBTS EXHBT A Lega Description of the Site r n! [ f1 [ EXHBTB EXHBTC EXHBTD-1 EXHBTD-2 EXHBTD-3 Locus Pan Phase i ( 49 Mecher Street) Team Phase (63 Mecher Street) Drawings - Existing Site Pan - Proposed Foor Pans - Proposed Roof Pan - Proposed Eevations Phase (51 Mecher Street) Drawings - Existing Site Pan - Proposed Foor Pans -Proposed Roof Pan - Proposed Eevations Phase i (49 Mecher Street) Drawings - Existing Site Pan - Proposed Foor Pans -Proposed Roof Pan - Proposed Eevations -16- ~] [] f] ~ ], :. ) L.

-] 1 1 1 _j EXHBT A LEGAL DESCRPTON OF TiE STE 49 Mecher Street Boston (South Boston District) Mass. A certain parce of and situated in the City of Boston, South Boston District, Commonweath of Massachusetts, bounded and described as foows: Beginning at the intersection of the southeastery sideine of Necco Street and the southwestery sideine of Mecher Street; Thence runnings 32 07'21" E aong the said southwestery sideine of Mecher Street, a distance of 82.80 feet; Thence turning and runnings 45 03'56" Win part aong the face of a brick buiding, a distance of 102.56 feet to the northeastery sideine of a 25 foot wide passageway; Thence turning and running N 32 07'21" W aong the said northeastery sideine of the 25 foot wide passageway, a distance of 82.88 feet to the intersection of the southeastery sideine of Necco Street and the said northeastery sideine of the 25 foot wide passageway; Thence turning and running N 45 06'26" E aong the said northeastery sideine ofnecco Street, a distance of 102.55 feet to the point ofbeginning; Containing an area of 8,285 square feet, more or ess, and shown as Lot 3 on a pan entited "Subdivision Pan of Land, No. 49 & No. 51-61 Mecher Street, Boston, (South Boston District) Mass." prepared by Harry R. Fedman, nc. dated August 25, 2011 and recorded as Pan No. 346 of2011. 51-61 Mecher Street Boston (South Boston District) Mass. A certain parce of and situated in the City of Boston, South Boston District, Commonweath of Massachusetts, bounded and described as foows: Beginning at a point on the southwestery sideine of Mecher Street, said point is ocated S 32 07'21" E, a distance of 82.80 feet from the intersection of the southeastery sideine ofnecco Street and the southwestery sideine of Mecher Street;

Thence runnings 32 07'21" E aong the said southwestery sideine of Mecher Street, a distance of 139.42 feet; Thence turning and running S 45 13'45" Win part aong the face of a brick buiding, a distance of 102.49 feet to the northeastery sideine of a 25 foot wide passageway; Thence turning and running N 32 07'21" W aong the said northeastery sideine of the 25 foot wide passageway, a distance of 139.12 feet; Thence turning and running N 45 03'56" E in part aong the face of a brick buiding, a distance of 102.56 feet to the point of beginning; Containing an area of 13,928 square feet, more or ess, and shown as Lot 4 on a pan entited "Subdivision Pan of Land, No. 49 & No. 51-61 Mecher Street, Boston, (South Boston District) Mass." prepared by Harry R. Fedman, nc. dated August 25, 2011 and recorded as Pan No. 346 of2011. 63 Mecher Street Boston (South Boston District) Mass. A certain parce of and situated in the City of Boston, South Boston District, Commonweath of Massachusetts, bounded and described as foows: Beginning at the intersection of the northwestery sideine of A Street and the southwestery sideine of Mecher Street; Thence running S 45"08'04" W aong the said northwestery sideine of A Street, a distance of 102.53 feet; Thence turning and running N 32 07'21" W aong the northeastery sideine of a 25 foot wide passageway, a distance of70.14 feet; Thence turning and running N 45 13 '45" E in part aong the face of a brick buiding, a distance of 102.49 feet to the southwestery sideine of Mecher Street; Thence turning and running S 32 07'21" E aong the said southwestery sideine of Mecher Street, a distance of69.97 feet to the point ofbeginning; Contaiing an area of 7,006 square feet, more or ess, and shown as Lot 2 on a pan entited "Subdivision Pan of Land, No. 49, No. 51-61 & No. 63 Mecher Street, Boston, (South Boston District) Mass." prepared by Harry R. Fedman, nc. dated September 15, 2001 and recorded as Pan No. 325 of2011. r,,,-,! r L "! L, :-' L L i 1 ~ ~. : u u u

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EXHBTC PHASE (49 MELCHER STREET) TEAM The Proponent: Architects: Lega Counse: Permitting Consutant: Transportation/Parking Consutant: W2005 BWH Reaty, L.L.C. c/o Archon Group, L.P. 800 Boyston Street, Suite 3330 Boston, MA 02199 (617) 854-5500 ohn Matteson Richard Casner Bargmann, Hendrie & Archetype, nc. 300 A Street Boston, MA 02210 (617) 350-0450 oe Bargmann Robert De Savio Ryan Noone Daton & Finegod, LLP 34 Essex Street Andover, MA 01810 (978) 269-6404 ared Eigerman Epsion Associates, nc. 3 Cocktower Pace, Suite 250 Maynard, MA 01754 (978) 897-7100 Laura Rome Howard/Stein-Hudson 38 Chauncy Street Boston, MA 02111 (617) 482-7080 ane Howard Liz Peart GuyBusa

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Second Amended and Restated Deveopment Pan for 49/51/63 Mecher Street within Panned Deveopment Area No. 69, South Boston/The 100 Acres Boston Redeveopment Authority on behaf of W2005 BWH Reaty LLC TO THE ZONNG COMMSSON OF THE CTY OF BOSTON: The Boston Redeveopment Authority, acting under Section 3-1A of the Boston Zoning Code, hereby petitions the Zoning Commission of the City of Boston for its approva of the Second Amended and Restated Deveopment Pan for 59/51/63 Mecher Street within Panned Deveopment Area No. 69, South Boston/The100 Acres, dated February 16, 2012, and approved by the Boston Redeveopment Authority on February 16, 2012. Said Second Amended and Restated Deveopment Pan amends "First Amended and Restated Deveopment Pan for 49, 51, and 63 Mecher Street with Panned Deveopment Area No. 69, South Boston/The 100 Acres," approved by the Authority on Apri14, 2011, and approved by the Zoning Commission on May 4, 2011, effective, May 6, 2011. Panned Deveopment Area No. 69 was designated on "Map 4, South Boston" of the series of maps entited "Zoning Districts City of Boston" dated August 15, 1962, as amended, by Map Amendment No. 468, adopted by the Zoning Commission on anuary 10, 2007, effective anuary 10, 2007. Petitioner: By: Address: Boston Redeveopment Authority Peter Meade, Director City Ha/9th Foor Boston, MA 02201-1007 Te. No.: Date: 722-4300 ext. 4308 as authorized by the BRA Board on February 16,2012.

Second Amended and Restated Deveopment Pan for 49/51/63 Mecher Street within Panned Deveopment Area No. 69, South Boston/The 100 Acres Boston Redeveopment Authority on behaf of W2005 BWH Reaty LLC SECOND AMENDED AND RESTATED DEVELOPMENT PLAN FOR 49, 51 and 63 MELCHER STREET WTHN PLANNED DEVELOPMENT AREA NO. 69 SOUTH BOSTON/THE 100 ACRES The Zoning Commission of the City of Boston, acting under Chapter 665 of the Acts of 1956, as amended, after due report, notice and hearing, does hereby approve the Second Amended and Restated Deveopment Pan for 49, 51, and 63 Mecher Street within Panned Deveopment Area No. 69, South Boston/The100 Acres, dated February 16, 2012, and approved by the Boston Redeveopment Authority on February 16, 2012. Said Second Amended and Restated Deveopment Pan amends "First Amended and Restated Deveopment Pan for 49, 51, and 63 Mecher Street with Panned Deveopment Area No. 69, South Boston/The 100 Acres," approved by the Authority on Apri14, 2011, and approved by the Zoning Commission on May 4, 2011, effective, May 6, 2011. Panned Deveopment Area No. 69 was designated on "Map 4, South Boston" of the series of maps entited "Zoning Districts City of Boston" dated August 15, 1962, as amended, by Map Amendment No. 468, adopted by the Zoning Commission on anuary 10, 2007, effective anuary 10, 2007.

Second Amended and Restated Deveopment Pan for 49, 51 and 63 Mecher Street within Panned Deveopment Area No. 69, South Boston/The 100 Acres n Zoning Commission Adopted: March 14,2012

Second Amended and Restated Deveopment Pan for 49, 51, and 63 Mecher Street within Panned Deveopment Area No. 69, South Boston/The 100 Acres Date: The fore~cond Amended and Restated Deveopme!;tt 'an, was presented to the Mayor o ' tt 200, a:t_~ed by him or/{q.-1~. whereupon it became effective o ~f, c:;o&, in accordance with Section 3 of Chapter 665 of the Acts of 1956, as amended. Attest:

MEMORANDUM FEBRUARY 16, 2012 TO: FROM: SUBECT: BOSTON REDEVELOPMENT AUTHORTY AND PETER MEADE, DRECTOR BRENDA MCKENZE, DRECTOR OF ECONOMC DEVELOPMENT HEATHER CAMPSANO, DEPUTY DRECTOR FOR DEVELOPMENT REVEW GEOFFREY LEWS, SENOR PROECT MANAGER PUBLC HEARNG REGARDNG THE 49/51/63 MELCHER STREET PROECT, LOCATED N THE FORT PONT CHANNEL NEGHBOR!OOD OF THE SOUTH BOSTON NNOVATON DSTRCT, TO CONSDER AMENDMENT(S) TO THE DEVELOPMENT MP ACT PROECT AGREEMENT AND TO CONSDER THE SECOND AMENDED AND RESTATED PLANNED DEVELOPMENT AREA ' DEVELOPMENT PLAN FOR THE 49/51/63 MELCHER STREET PROECT WTHN PLANNED DEVELOPMENT AREA NO. 69, SOUTH BOSTON/THE 100 ACRES.. 0 (~) SUMMARY: This Memorandum requests, as a part of the schedued Pubic Hearing regarding the 49/51/63 Mecher Street Project, ocated at 49, 51-61, and 63 Mecher Street, which is within the boundaries of the Master Pan for Panned Deveopment Area No. 69, South Boston/The 100 Acres, that the Boston Redeveopment Authority ("BRA" or" Authority"): (i) approve the Second Amended and Restated Deveopment Pan for 49/51/63 Mecher Street Project (the "Second Amended and Restated Deveopment Pan") within Panned Deveopment Area No. 69, South Boston/The 100 Acres, pursuant to Section SOC of the Boston Zoning Code (the "Code"), substantiay in the form presented to the BRA Board on February 16, 2012; (ii) authorize the Director of the Authority to petition the Boston Zoning Commission for the approva of the Second Amended and Restated Deveopment Pan, in substantia accord with version presented to the BRA Board on February 16, 2012; (iii) authorize the Director of the Authority to issue a Determination waiving the requirement of further review pursuant to Section SOA-6.2 of the Code in cormection with the 49 51/63 Mecher Street Project; (iv) authorize the Director of the Authority to issue one or more Certifications of Consistency under Section SOC-8 of the Code upon successfu competion of the Panned Deveopment Area Review process; (v) authorize the Director of the Authority to issue one or more Certifications of Compiance under Section 1

SOB-6 upon successfu competion of the Artice 80 review process; (vi) authorize the Director of the Authority to execute and deiver amendments to the Deveopment mpact Project Agreement; and (vii) authorize the Director of the Authority to execute and deiver one or more Cooperation Agreements, Boston Residents Construction Empoyment Pans, Affordabe Renta Housing Agreement(s) and Restriction(s), First Source Agreements, Memoranda of Understanding, or amendments thereto, and any and a other documents, as may be necessary and appropriate. () BACKGROUND On February 11,2008, both a Panned Deveopment Area Deveopment Pan ("Origina Deveopment Pan") and a Project Notification Form ("PNF") were fied by W2005 BWH Reaty LLC (the "Proponent"), an entity controed by the Archon Group, L.P., with the Boston Redeveopment Authority (the "Authority") for a project to be ocated at 49, 51-61, and 63 Mecher Street, which incudes 29,219 square feet ofand (the "Project. Site" or "49/51/63 Mecher Street") improved with three existing, contiguous buidings (the "Existing Buidings"). The Project Site is ocated within the South Boston Waterfront nterim Panning Overay District and the boundaries of the Master Pan for Panned Deveopment Area No. 69, South Boston/The 100 Acres (the "PDA Master Pan''). () The PDA Master Pan is the resut of an extensive pubic process.. Many of the essentia components of the PDA Master Pan were first articuated in the City of Boston's February, 1999, Seaport Pubic Ream Pan, which envisioned the Fort Point Channe as a great pubic space between Downtown Boston and the South Boston Waterfront, and caed for a vibrant, 24-hour, mixed-use neighborhood. Six years of subsequent coaboration among residents, property owners, City and Commonweath agencies and other interested parties cuminated in the Fort Point District 100 Acres Master Pan, which was approved by the Authority on August 10, 2006. Furthermore, the PDA Master Pan was approved by the Authority on September 21, 2006, and subsequenty approved by the Boston Zoning Commission; it became effective on anuary 10, 2007. The PDA Master Pan (i) codifies the panning objectives, incuding dimensiona and use reguations, pubic ream improvements, and design guideines, outined in the Fort Point District 100 Acres Master Pan, and (ii) provides for one or more PDA Deveopment Pans to be submitted to the Authority and the Boston Zoning Commission, providing more specific information about various proposed projects and components thereof. 2 _)

n 0 Specificay, the Project Site is identified as Parce A4 in the PDA Master Pan and is bounded by Mecher Street to the north, Necco Court to the south, "A" Street to the east, and Necco Street on the west. The surro'qiding neighborhood, much of which was deveoped by the Boston Wharf Company, has evoved over the past century from primariy warehouse and industria uses toward a mix of uses incuding commercia, retai, office, artist ive/ work units, and residentia uses. On December 4, 2008, the Authority approved Origina Deveopment Pan for 49/51/63 Mecher Street. This was to incude the substantia rehabiitation of the Existing Buidings into one, combined office buiding, and it incuded approximatey 37,000 square feet of infi deveopment and an approximatey 11,500 square foot, one-story rooftop addition to 51 Mecher Street, as we as repairs to the facades, new windows and a new roof. After competion of the addition and infi, the deveopment was to incude approximatey 221,500 square feet, 33,000 square feet of which woud be retai space on the ground-foor and the remaining 188,500 woud be office space (the "Origina Project"). Parking for the Origina Project was to be avaiabe at the neighboring Necco Street Garage, which is owned by an affiiate of the Proponent. The Origina Deveopment Pan was subsequenty approved by the Boston Zoning Commission on February 4, 2009, and became effective on February 5, 2009. Because of the economic downturn and its affect on the office market, construction of the Origina, Project never commenced. On anuary 3, 2011, the Proponent fied with the Authority a Notice of Project Change (the "First NPC") and a First Amended and Restated Panned Deveopment Area Deveopment Pan for the 49/51/63 Mecher Street Within Panned Deveopment Area No. 69, South Boston/The 100 Acres (the "First Amended and Restated Deveopment Pan"). The First Amended and Restated Deveopment Pan sought approva of a phased approach to the deveopment of the Origina Project, which woud substitute up to 34,700 square feet of residentia use for office use for Phase ocated at 63 Mecher Street. Phase 2 woud comprise the buidings ocated at 49 and 51 Mecher Street, which woud be deveoped as a singe commercia buiding incuding up to 166,370 square feet of office use, and up to 18,880 square feet of basement- and first eve-retai and services use. Phase woud incude the construction of a 12,210 square foot rooftop addition and two five-story infi additions aong Necco Court with a combined tota of up to 32,240 square feet (the "First Revised Project''). The Authority approved the First Revised Project and the First Amended and Restated Deveopment Pan on Apri14, 2011. The Boston Zoning Commission then approved the First Amended and Restated Deveopment Pan on May 5, 2011; it became effective on May 6, 2011. PROPOSED CHANGES ' \ ~) n September and October 2011, the Proponent sod 51-61 Mecher Street to Mecher Street Hodings LLC, an entity controed by Synergy Deveopment LLC ("Synergy"), 3

and 63 Mecher Street to 63 Mecher, LLC, an entity controed by Gerding Eden Fund Management, LLC ("Gerding Eden''). At that time, Gerding Eden aso purchased the ') Proponent's nearby property at 319 A Street Rear. On December 9, 2011, with the \. consent of both Synergy and Gerding Eden, the Proponent fied a Second Notice of Project Change (the "Second NPC") and a Second Amended and Restated Panned Deveopment Area Deveopment Pan for 49/51/63 Mecher Street Project within Panned Deveopment Area No. 69, South Boston/The 100 Acres (the "Second Amended and Restated DeveopmentPan"). Under the Second Amended and Restated Deveopment Pan, the Proponent now proposes to further divide Phase of the First Revised Project into two separate projects, one ocated at 51 Mecher Street (Phase ) and another at 49 Mecher Street (Phase i), and to eiminate the previousy-approved rooftop addition and two infi additions (the "Second Revised Project" or the "Proposed Project"). Phase is to remain unchanged except for using ess basement space as gross foor area, and remains affiiated with the nearby 319 A Street Rear Project, which was approved by the Authority on November 17, 2011, under the First Amended and Restated Deveopment Pan for 319 A Street Rear within Panned Deveopment Area No. 69, The 100 Acres, which was approved by the Boston Zoning Co:inmission on December 14, 2011, and took effect on December 15, 2011. Gerding Eden is the proponent of the 319 A Street Rear Project. Each phase of the Proposed Project invoves one of the three Existing Buidings, which wi be kept separate and without constructing any additiona gross foor area, as foows: Phase (63 Mecher Street} - nnovation Housing: Phase is identica to the first phase of the First Revised Project, except that sighty ess of the basement wi be used as gross foor area..ust as before, the historic btiiding ocated at 63 Mecher Street wi be rehabiitated and converted to residentia use, in conjunction with the deveopment of the nearby project at 319 A Street Rear, which is now aso owned by Gerding Eden. As a resut of the Proposed Project, the btiiding at 63 Mecher Street wi incude up to 32,560 square feet of residentia gross foor area, as foows: On the first eve, five (5) affordabe, artist ive/ work units, which wi partiay satisfy the affordabe housing required for the 319 A Street Rear project; On the second through fourth eves, approximatey 27 dweing units specificay designed to serve nnovation District workers, incuding four (4) affordabe dweing units specificay designed to serve nnovation District workers, and satisfying the affordabe housing required for Phase of the Proposed Project; On the fifth eve, approximatey six (6) oft~stye apartments; () ) 4