Commonwealth of Massachusetts Executive Office of Energy & Environmental Affairs oe Department of Environmental Protection One Winter Street Boston, MA 02106+617.292-5500 ‘hares D, Baker Matthew A. Beaton Governor Secretary Karyn, Poito Martin Susoerg Lsdtonent Govemor ‘Commissioner 50 Liberty LLC Clo Myma Putziger ‘The Fallon Company, LLC ‘One Marina Park Drive, Suite 1500 Boston, Massachusetts 02210 RE: ISSUANCE OF CHAPTER 91 WATERWAYS LICENSE APR X 8 2016 ‘Waterways License No. 14049, Fan Pier Parcel D . 50 Liberty Drive, filled tidelands of Boston Harbor, (South) Boston, Suffolk County ‘Dear Ms. Putziger, The Department of Environmental Protection hereby issues the attached Waterways license for the above- referenced application, authorizing your client to perform certain activities pursuant to M.G.L. c. 91, the Public Waterfront Act, and the waterways regulations 310 CMR 9.00. Any change in use or alteration of any structure or fill not authorized by this license shall render this license void, Record the License - This License must be recorded at the Suffolk County Registry of Deeds or, if registered land, with the Land Registration Office within sixty (60) days from the date of license issuance. Failure to record this license within sixty (60) days of the date of issuance will render this license void pursuant to 310 CMR 9.18. ‘A Waterways License Recordation Notice Form has been enclosed for your use in notifying the Department of the recording information for this License. Failure to notify the Department of the timely recording of this license is a violation of 310 CMR 9.00 and is subject to enforcement action by the Department. Certificate of Compliance - Pursuant to 310 CMR 9.19, once the proposed project is completed you must file a Request for a Certificate of Compliance form, BRP WW0S, within sixty (60) days of completion but in no event later than five (5) years from the License’s issuance date. The license for any project for which such a request is not filed and certificate issued may be revoked pursuant to 310 CMR 9.26. Please feel free to contact Andrea Langhauser of the Waterways Regulation Program, (617) 348-4084, if you have any questions. sincerely Bén Lynch, Program Chief Waterways Regulation Program ‘his information Is availabe n alternate format. Cal lenoe Waters-Ehanam, Diversity Oitete, $17-292-761, TV MaseRely Service 1-200-499-2370, MSseDEP Watt wnraeagosan Prine. on Recycles PaperISSUANCE OF CHAPTER 91 WATERWAYS LICENSE No. 14049 Ce w/ enclosure: USACOE Bob Boeri, MCZM Mass. Division of Marine Fisheries Mayor Martin Walsh and City Couneil of Boston Boston Conservation Commission, Charlotte Mofiet Boston Redevelopment Authority (2)- Director Brian Golden & Richard McGuiness Abutters: ‘Twenty Two Liberty LLC, c/o The Fallon Company Fallon Comerstone One MPD LLC, c/o The Fallon Company ‘Ten Fan Pier Boulevard LLC, c/o The Fallon Company SNH Fan Pier, Inc., c/o REIT Management & Research LLC [2 Newton Place 255'Washington St, Newton MA 02458] ‘Those that commented on the CWD who have a valid mailing address (# 17) Institute for Human Centered Design The McCourt Company Seaport Alliance for a Neighborhood Design Sumner H. Cohen Conservation Law Foundation Janes Campano ‘New England Development, c/o John E. Twohig, Goulston and Storrs ‘Massachusetts Convention Center Authority Boston Environment Department Sarah White & Martin Aronson The Boston Harbor Association Greater Boston Convention & Visitors Bureau The Institute of Contemporary Art Patricia Foley, Save the Harbor, Save the Bay Philip Griffiths, President, Boston Harbor Islands Alliance Alice Boelter, Boelter & Associates Boston Natural Areas Network Parcel D Civie/Cultural Use Entities: Boston Harbor Island Alliance (listed above) New England Aquarium Children’s Museum, Send electronic copy to: T. Evans, Mass. Division of Marine Fisheries Lisa Engler, CZM Sengeant J. Cheevers, Boston Harbormaster Chris Busch, BRA Jill Valdes-Horwood, TBHA. Brian Awe, DLA Piper brian.awe/@dlapiper com (2) WRP Files Enclosure(s) Waterways License # 14049ISSUANCE OF CHAPTER 91 WATERWAYS LICENSE No, 14049 Mike Girvan, Program Coordinator Waterways Regulation Program Department of Environmental Protection 1 Winter Street, Sth Floor Boston, Massachusetts 02108 RE: NOTIFICATION OF RECORDING THE WATERWAYS LICENSE 14049 Fan Pier Parcel D, 50 Liberty Drive, (South) Boston, Suffolk County Dear Mr. Girvan: This is to notify you that the above referenced Waterways license was recorded with the appropriate Registry of Deeds or Land Court, as appropriate, for this project location and to provide your office with the following recording information. Date of Recording: Either County Registry of Deeds: Book number. and page number(s) Or Land Court: Land Court Lot # Plan # Certificate Document Number, Sincerely, Chapter 91 Waterways Licensee License is void if not recorded within sixty (60) days of issuance.‘The Commonwealth of Massachusetts S No. 14049 Whereas, 50 Liberty LLC c/o The Fallon Company —- of —- Boston ----, in the County of --- Suffolk --- and Commonwealth aforesaid, has applied to the Department of Environmental Protection to ~~ construct and maintain a 14-story building, approximately 175 feet above grade in height (plus a two-story mechanical penthouse), with a footprint of approximately 26,458 square feet and total floor area of approximately 262,367 square feet (the “Parcel D Building”); a three level underground parking garage with a parking capacity of approximately 250 vehicles; publicly accessible sidewalks, roadways and pedestrian pathways; and underground utilities - and has submitted plans of the same; and whereas due notice of said application, and of the time and place fixed fora hearing thereon, has been given as required by law, to the - ~~ Mayor and City Council --- of the ~—- City of Boston, -——- NOW, said Department, having heard all partics desiring to be heard, and having fully considered said application, hereby, subject to the approval of the Governor, authorizes and licenses the said —- 50 Liberty LLC --, subject to the provisions of the ninety-first chapter of the General Laws, and of all laws which are or may be in force applicable thereto, to —-- construct and maintain a 14-story building, approximately 174 feet above grade (plus a two-story mechanical penthouse), with a footprint of approximately 26,458 square feet and total floor aréa of approximately 262,367 square feet (the “Parcel D Building”); a three level underground parking garage with a parking capacity of approximately 250 vehicles; publicly accessible sidewalks, roadways and pedestrian pathways; and underground utilities in and over filled tidelands of ---- Boston Harbor ~-- at 50 Liberty Drive «= also known as Fan Pier Parcel D --— in the ---- City of Boston ~~ and in accordance with the locations shown and details indicated on the accompanying DEP License Plan No. 14049 dated March 2016 (10 sheets).License No. 14049 Page 2 The uses of structures and fill authorized hereby shall be limited to the following, as shown on the license plans: Ground Floor of Building - approximately 12, 629 square feet devoted to restaurant, retail, and other Facilities of Public Accommodation as defined by 310 CMR 9.02; approximately 5,000 square feet for civic/cultural use; approximately 684 square feet for garage accessory use; and approximately 4,017 square feet for Upper Floor Accessory Services; ‘Second Floor of Building - approximately 8,166 square feet of civic/cultural uses, 7,669 squate feet for Facilities of Public Accommodation, with the remaining area for private residential use; Upper floors of Building -private residential use; Subsurface areas -vehicular parking below and adjacent to the building footprint; underground transmission of utilities; storage; and Filled Areas Exterior To Buildings - public pedestrian and vehicular access, and public use and enjoyment of the waterfront. This License is valid for a term of 96 years ftom the date of issuance. By written request of the Licensee for an amendment of this License, the Department may grant a renewal for the term of years not to exceed that authorized in this License. This License is subject to the following Special Conditions and Standard Conditions ‘Special Condition 1: This license is issued pursuant to the following documents and decisions: a “Decision on the City of Boston’s South Boston Waterfront District Municipal Harbor Plan” issued on December 6, 2000 by the Secretary of the Executive Office of Environmental Affairs, which conditionally approved the City of Boston’s submittal dated July, 2000. The Secretary's Decision and the City’s submittal together constitute the “approved MHP.” Consolidated Written Determination for Waterways Application No. w02-0404-N, originally issued by the Department on June 28, 2002 (*CWD”) forthe fall build-out of the Fan Pier Project. The CWD became effective on November 21, 2002, after resolution of an appeal. Upon the request ofthe applicant, the term of the CWD has been extended to November 21, 2019 or until all licenses for subsequent buildings are issued, whichever is sooner. “Parcel D Project” Chapter 91 Waterways License Application dated August 6, 2015, submitted by 50 Liberty LLC, as amended and supplemented. “License No. 11907” was issued on September 25, 2007 and was recorded at the Suffolk Registry of Deeds in Book 42568, Page 89. License No, 11907 authorized the public realm structures and uses for the full build-out of the Fan Pier Project as described in the CWD. All exterior public amenities associated with the Parcel D Building have been euthorized by License No 11907 as either fully designed components or schematics that require further Department review and approval in accordance with License No. 11907 Special Condition #2. ‘The “FPOC Charter Documents” as defined in Special Condition | of License No, 11907. ‘The Fan Pier Ownership Corporation (“FPOC”) is the common area entity established in accordance with the FPOC Charter Documents.License No. 14049 Page 3 Special Condition 2: The Parcel D Building licensed hereby is the sixth building to be constructed (on the Fan Pier site (not counting the Institute of Contemporary Art), and pursuant to Sections 3 and 4 of the CWD issued for this project, the following public amenities atthe Fan Pier site shall be constructed with this Parcel D Building and available for public use as described in (f) below. All public facilities shall conform to the applicable provisions of $21 CMR, the regulations of the Massachusetts Architectural Access Board. The public amenities associated with the Parcel D Building are described as follows and depicted on License Plan Sheet 2 of 10. a. ‘The remaining portion of Fen Pier Park from the easterly sidetine of Fan Pier Boulevard and to the north of Waterside Avenue, which comprises the remaining 40% of the 1 % acre Fan Pier Park, with adequate lighting, seating areas, trash receptacles, signage, bicycle racks, awn and landscaped areas, internal pathways and maintenance ways, and a portion of the Harborwalk in accordance with License #11907 Special Condition # 6 and the design for the Fan Pier Park submitted to the Department entitled “Fan Pier Park presented to Boston Civic Design Commission”, prepared by The Fallon Company and Richard Burck Associates dated May, 2013. This section of Fan Pier Park includes repairing the seawall in substantial ‘conformance with Section E-E on License #11907 Plan Sheet 21. Fan Pier Park shall include a structure known as the Lookout Point Pavilion, Pursuant to the CWD, License #11907, and the minor modification approved by the Department on January 31, 2012, the Lookout Pavilion building may be designed as a two-story building with a footprint of approximately 2,000 square feet, as generally located on License Plan #11907 Sheet 6 of 23. The Pavilion shall be used solely to provide services to park users on ‘the ground floor and shore-side feclites for the marina on the second floor, including a snack bar, fishing pole rentals fice restroom(s), marina office, chandlery, captain’ lounge, showers, and a laundry facility. Tables and chairs shall be provided in connection with the Lookout Pavilion, but not limited to use by patrons of the snack bar. The restroom shall be ‘open twenty-four (24) hours a day. ‘The remainder of the Lookout Pavilion shall be open seven (7) days a week, during the hours described in the approved Public Realm Management Plan, Architectural plans of the Lookout Pavilion shall be reviewed by the advisory committee before final plans are submitted to the Department for its review and approval prior to construction, in accordance with License #1 1907 Special Condition #2. The interitn Harborwalk proximate to the Parcel D Building shall be upgraded to its final condition and shall seamlessly connect to previously constructed open space areas, plazas, sidewalks, and other pedestrian facilities, all in accordance with License #11907 Special Condition #4 and the Fan Pier Park plan identified in item a, above. The portion of the Harborwalk constructed along Marina Park Drive shall be located on a fixed pier boardwalk, as further located and described on License #11907 Sheets 9 and 21. Publicly accessible streets, sidewalks and streetscape improvements surrounding Parcel D, senerally described as (i) approximately 2/3 of the width of Liberty Drive from Fan Pier Boulevard to Marina Park Drive, (ji) the final 1/3 width of Fan Pier Boulevard from Liberty Drive to Waterside Avenue, (ii the full width of Waterside Avenue, and (iv) the full width of Marina Park Drive from Waterside Avenue to Liberty Drive, all as further located and described on License Plan Sheets 2 and 10 of 10 and the plans approved by City of Boston Public Improvement Commission and recorded at the Suffoik Registry of Deeds in Book 2015 on pages 406 through 409. The sidewalks on Fan Pier Boulevard, Waterside Avenue, ‘and Marina Park Drive shall have a minimum width from Parcel D Building to curb of fifteen (15) feet and shall include regularly spaced street trees and lighting, as well as, bicycle racks, trash receptacles, and benches. The sidewalk on Liberty Drive shall have a ‘minimum width of ten (10) feet and include at least street trees and lighting. All in-water work shall comply with the time of year restriction of February 15" to June 30" set forth in the revised Order of Conditions #NE006-1432 dated November 25, 2015.License No. 14049 Page 4 ‘The construction of these public realm improvements shall be completed and available for safe pedestrian use by the date of the issuance of the first Certificate of Occupancy for the Parcel D Building licensed hereby except for landscaping and other installations that may bbe governed by seasonal opportunity. All such pedestrian amenities shall be completed or installed within six months of the issuance of the first Certificate of Occupancy. The uses, and programmatic activities within these public realm improvements shall be incorporated into the Public Realm Management Plan as described in Special Condition #5. ‘Special Condition 3, Civie/Cultural Use: The Licensee shall construct and maintain 13,666 square feet of space for civic/cultural use on the frst and second floors of the Parcel D Building to be operated by the Boston Harbor Islands Alliance and the New England Aquarium, unless modified in accordance with item (g) below. In accordance with Section 5 of the CWD: a ‘The Licensee has provided a copy of executed deed restriction entitled “Fan Pier, Parcel D, H, and J Use Restriction for Civic and Cultural Use to the Boston Redevelopment Authority” dated August 10, 2007 and recorded at the Suffolk Registry of Deeds in Book 43059 on Page 102, as amended by “Amendment to Use Restriction for Civic and Cultural Use to the Boston Redevelopment Authority (Fan Piet Parcels B, D, H, and 1)”, dated January 2, 2014 and recorded at the Suffolk Registry of Deeds in Book 52589 on Page 242, which ensures that the required space will be dedicated to either civic or cultural uses. The Licensee shall provide at least 5,000 square feet of civic/cultural space in the southeast comer of the first floor with a door fronting Marina Park Drive withthe remaining 8,166 square feet of space located on the second floor, as further located and described on License Plan Sheet 3 and 4 of 10. The Licensee has provided adequate documentation that the intended civic/cultural operators have been provided with the architectural plans for the civicicultural space described on License Plan Sheet 3 and 4 of 10. ‘The Licensee shall assume the construction cost of such civie/cultural use space and shall deliver a core and shell premise for such use to the appropriate cultural institutions through lease with an annual triple net rent of one dollar ($1.00). In addition, the Licensee shall, to the extent required by its agreements with the Boston Redevelopment Authority, provide the tenant of the space with a tenant fit up subsidy to be applied to interior design and construction costs including an internal connection between the civic/cuttural space on the two floors, by a dedicated elevator or other means, to be insalled as part of the tenant improvements. ‘The civic/cuttural space shall include free, publicly accessible restrooms available during its hours of operation. ‘The intended civie/eultural operator(s), the Harbor Islands Alliance and the New England Aquarium, shall have the opportunity to occupy the space on a shared basis with a lease term co-terminus with the term of this License. The civic/cultural operator shall be responsible for maintaining the interior spaces, establishing fees, and setting hours of operation and other rules and regulations Any change from the institutional tenants, programmatic uses, precise square footage, or location of the civic/cultural use in the Parcel D Building, shall require that the Licensee provide the Department with a certification from the City of Boston that such changes are consistent with the public principles arising out of the City’s civie/cultural master planning process for the Inner Hiarbor and Fort Point Channel Sub- Fs = a a ze 2 = : fs & Ee a oe sé, << & : ast 2 3883) (Re gs” a : 2 | BE Sa cas _ sever \Cevectic OucTBANK & | 2 TELEPHONE 7 a DUCTBANK | z TYPICAL UTILITY GROSS SECTION IN SOLID GROUND 2 NOT TO SCALE 2 = a a 2 2 GRANITE CURB SEE LANDSCAPE PLANS im g FOR SIDEWALK MATERIALS. 2 6 — SCUPPER DRAIN 6 Fa 2 3 < 6 = ee =I CONCRETE WATERPROOFING CONCRETE DECK GARAGE . TYPICAL UTILITY CROSS SECTION ABOVE PARKING GARAGE, ‘ACT LOCATION OF UTILITIES MAY VARY IN FIELD. eL SHEET 10 OF 10 BUILDING D UTILITY CROSS SECTIONS