fan pier / chapter 91 license no. 13695 amendment

EAST\100731334.1

Parcel I Project

Boston, Massachusetts

Chapter 91 Waterways License Amendment Application

Regarding License No. 13695

Submitted To:

Massachusetts Department of

Environmental Protection

Waterways Regulation Program

One Winter Street

Boston, MA 02108

Prepared and Submitted By:

Two Harbor Shore LLC

c/o The Fallon Company

ONE Marina Park Drive

Boston, MA 02210

May 15, 2015

O N E M A R I N A P A R K D R I V E B O S T O N , M A 0 2 2 1 0 T 6 1 7 . 7 3 7 . 4 1 0 0 F 6 1 7 . 7 3 7 . 4 1 0 1

Hand Delivered

May 15, 2015

Mr. Ben Lynch, Program Chief Ms. Andrea Langhauser Waterways Regulation Program Department of Environmental Protection One Winter Street, 6th Floor Boston, Massachusetts 02108

Re: Application for Amendment to Chapter 91 Waterways License No. 13695 Consolidated Written Determination Waterways Application No. W02-0404-N Fan Pier, Boston, Massachusetts

Dear Ben and Andrea:

Enclosed for your review is an application for amendment under 310 CMR 9.24 of Chapter 91 Waterways License No. 13695 (the Parcel I License) to permit the licensee under the Parcel I License, Two Harbor Shore LLC, to change the use of 23,557 square feet of gross floor area on the fourth and fifth floors of the building under construction on Parcel I from office uses to civic/cultural uses, with a concomitant reduction in the gross floor area dedicated to commercial use, and (ii) to construct a bridge connection from such civic/cultural space to the adjacent Institute of Contemporary Art.

We look forward to working with the Department as the review of this application for amendment proceeds. Should your team have any questions or require any additional information regarding this application, we will make ourselves available at your convenience.

Very truly yours,

Enclosures

cc: Mr. Joseph Fallon, TFC letter only Mr. Richard Martini, TFC letter only John E. Rattigan, Jr., Esquire, DLA Piper Brian M. Awe, Esquire, DLA Piper

Transmittal Form.doc rev. 1/07 Page 1 of 1

Enter your transmittal number X266047 Transmittal Number

Your unique Transmittal Number can be accessed online: http://mass.gov/dep/service/online/trasmfrm.shtml or call MassDEPs InfoLine at 617-338-2255 or 800-462-0444 (from 508, 781, and 978 area codes). Massachusetts Department of Environmental Protection Transmittal Form for Permit Application and Payment

1. Please type or print. A separate Transmittal Form must be completed for each permit application.

2. Make your check payable to the Commonwealth of Massachusetts and mail it with a copy of this form to: DEP, P.O. Box 4062, Boston, MA 02211.

3. Three copies of this form will be needed.

Copy 1 - the original must accompany your permit application. Copy 2 must accompany your fee payment. Copy 3 should be retained for your records

4. Both fee-paying and exempt applicants must mail a copy of this transmittal form to:

MassDEP P.O. Box 4062 Boston, MA 02211

* Note: For BWSC Permits, enter the LSP.

A. Permit Information BRPWW03e

1. Permit Code: 7 or 8 character code from permit instructions Amendment to Waterways License

2. Name of Permit Category Amendment to License #13695 to change the use of 23,557 square feet of gross floor area from

office uses to civic/cultural uses and to construct a bridge connection to the adjacent ICA.

B. Applicant Information Firm or Individual Two Harbor Shore LLC c/o The Fallon Company

1. Name of Firm - Or, if party needing this approval is an individual enter name below:

2. Last Name of Individual

3. First Name of Individual

4. MI One Marina Park Drive

5. Street Address Boston

6. City/Town MA

7. State 02210

8. Zip Code 617-737-4100

9. Telephone #

10. Ext. # Myrna Putziger

11. Contact Person [email protected]

12. e-mail address (optional)

C. Facility, Site or Individual Requiring Approval 100-104 Northern Avenue (Fan Pier Parcel I)

1. Name of Facility, Site Or Individual 100-104 Northern Avenue

2. Street Address Boston

3. City/Town MA

4. State 02210

5. Zip Code

6. Telephone #

7. Ext. #

8. DEP Facility Number (if Known)

9. Federal I.D. Number (if Known)

10. BWSC Tracking # (if Known)

D. Application Prepared by (if different from Section B)*

1. Name of Firm Or Individual

2. Address

3. City/Town

4. State

5. Zip Code

6. Telephone #

7. Ext. #

8. Contact Person

9. LSP Number (BWSC Permits only)

E. Permit - Project Coordination 1. Is this project subject to MEPA review? yes no

If yes, enter the projects EOEA file number - assigned when an Environmental Notification Form is submitted to the MEPA unit:

12083 EOEA File Number

F. Amount Due DEP Use Only

Special Provisions: 1. Fee Exempt (city, town or municipal housing authority)(state agency if fee is $100 or less). There are no fee exemptions for BWSC permits, regardless of applicant status. 2. Hardship Request - payment extensions according to 310 CMR 4.04(3)(c). 3. Alternative Schedule Project (according to 310 CMR 4.05 and 4.10). 4. Homeowner (according to 310 CMR 4.02).

Permit No:

Recd Date:

Reviewer: 1114

Check Number $1335.00

Dollar Amount 5/15/2015

Date

CH91App.doc Rev. 6/06

Page 1 of 13

Massachusetts Department of Environmental Protection Bureau of Resource Protection - Waterways Regulation Program Chapter 91 Waterways License Application - 310 CMR 9.00 Water-Dependent, Nonwater-Dependent, Amendment

X266047 Transmittal No.

Important: When filling out forms on the computer, use only the tab key to move your cursor - do not use the return key.

For assistance in completing this application, please see the Instructions.

A. Application Information (Check one) NOTE: For Chapter 91 Simplified License application form and information see the Self Licensing Package for BRP WW06.

Name (Complete Application Sections) Check One Fee Application # WATER-DEPENDENT -

General (A-H) Residential with < 4 units $175.00 BRP WW01a

Other $270.00 BRP WW01b

Extended Term $2730.00 BRP WW01c

Amendment (A-H) Residential with < 4 units $85.00 BRP WW03a

Other $105.00 BRP WW03b NONWATER-DEPENDENT -

Full (A-H) Residential with < 4 units $545.00 BRP WW15a



Partial (A-H) Residential with < 4 units $545.00 BRP WW14a



Municipal Harbor Plan (A-H) Residential with < 4 units $545.00 BRP WW16a



Joint MEPA/EIR (A-H) Residential with < 4 units $545.00 BRP WW17a



Amendment (A-H) Residential with < 4 units $435.00 BRP WW03c

Other $815.00 BRP WW03d

Extended Term $1090.00 BRP WW03e


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B. Applicant Information Proposed Project/Use Information 1. Applicant:

Note: Please refer to the Instructions

Two Harbor Shore LLC c/o The Fallon Company

[email protected] E-mail Address

One Marina Park Drive Mailing Address

Boston City/Town

MA State

02210 Zip Code

617-737-4100 Telephone Number

617-737-4101 Fax Number

2. Authorized Agent (if any):

Name

E-mail Address

Mailing Address

City/Town

State

Zip Code

Telephone Number

Fax Number C. Proposed Project/Use Information 1. Property Information (all information must be provided): Two Harbor Shore LLC

Owner Name (if different from applicant) 0602671039 (formerly part of 0602671025)

Tax Assessors Map and Parcel Numbers 42-21-09.77N Latitude

71-02-36.86W

100-104 Northern Avenue (Fan Pier Parcel I) Boston Street Address and City/Town

MA State

02210 Zip Code

2. Registered Land Yes No

3. Name of the water body where the project site is located:

Boston Inner Harbor

4. Description of the water body in which the project site is located (check all that apply): Type Nature Designation

Nontidal river/stream Natural Area of Critical Environmental Concern

Flowed tidelands Enlarged/dammed Designated Port Area

Filled tidelands Uncertain Ocean Sanctuary

Great Pond Uncertain

Uncertain


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C. Proposed Project/Use Information (cont.) Select use(s) from Project Type Table on pg. 2 of the Instructions

5. Proposed Use/Activity description Amendment to License #13695 to change the use of 23,557 square feet of gross floor area from

office uses to civic/cultural uses and to construct a bridge connection to the adjacent ICA. See Attachment A.

6. What is the estimated total cost of proposed work (including materials & labor)? $10,000,000

7. List the name & complete mailing address of each abutter (attach additional sheets, if necessary). An abutter is defined as the owner of land that shares a common boundary with the project site, as well as the owner of land that lies within 50 across a waterbody from the project.

Institute of Contemporary Art Boston

100 Northern Avenue, Boston, MA 02210 Address

Fan Pier Development LLC Name

c/o The Fallon Company,One Marina Park Drive, Boston, MA 02210 Address

See attached sheet for additional abutters

Address

D. Project Plans 1. I have attached plans for my project in accordance with the instructions contained in (check one):

Appendix A (License plan) Appendix B (Permit plan) 2. Other State and Local Approvals/Certifications 401 Water Quality Certificate August 31, 2007

Date of Issuance

Wetlands 06-1111 File Number

Jurisdictional Determination JD- File Number

MEPA 12083 File Number

EOEA Secretary Certificate 12/6/00 and 12/31/02 Date

21E Waste Site Cleanup 3-0031818 RTN Number

Fan Pier Parcel I

100-104 Northern Avenue

Chapter 91 Waterways License Amendment Application

Section C.7 Additional Abutters

Boston Redevelopment Authority

One City Hall Square

Boston MA 02210

Pier 4 Associates 2 LLC

One Wells Avenue

Newton MA 02459

Pier 4 Associates 3 LLC

One Wells Avenue

Newton MA 02459

THC/UDR Seaport Development Venture LLC

c/o The Hanover Company

5847 San Felipe

Suite 3600

Houston TX 77057

United States of America

12 Northern Avenue

Boston, MA 02210

SNH Fan Pier, Inc.

c/o Reit Management & Research LLC

Two Newton Place

255 Washington Street

Newton, MA 02458

Twenty Two Liberty LLC

c/o The Fallon Company LLC

One Marina Park Drive, Suite 1500

Boston, MA 02210

Ten Fan Pier Boulevard LLC



Boston, MA 02210

Fallon Cornerstone One MPD LLC



Boston, MA 02210

One Harbor Shore LLC



Boston, MA 02210


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F. Waterways Dredging Addendum 1. Provide a description of the dredging project

Maintenance Dredging (include last dredge date & permit no.) Improvement Dredging

Purpose of Dredging 2. What is the volume (cubic yards) of material to be dredged?

3. What method will be used to dredge?

Hydraulic Mechanical Other 4. Describe disposal method and provide disposal location (include separate disposal site location map)

5. Provide copy of grain size analysis. If grain size is compatible for beach nourishment purposes, the Department recommends that the dredged material be used as beach nourishment for public beaches. Note: In the event beach nourishment is proposed for private property, pursuant to 310 CMR 9.40(4)(a)1, public access easements below the existing high water mark shall be secured by applicant and submitted to the Department.


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G. Municipal Zoning Certificate Two Harbor Shore LLC c/o The Fallon Company

Name of Applicant 100-104 Northern Avenue (Fan Pier

Parcel I) Boston MA 02210 Boston Inner Harbor

Waterway Boston

City/Town

Description of use or change in use: Amendment to License #13695 to change the use of 23,557 square feet of gross floor area from


To be completed by municipal clerk or appropriate municipal official: I hereby certify that the project described above and more fully detailed in the applicants waterways

license application and plans is not in violation of local zoning ordinances and bylaws.

Printed Name of Municipal Official

Date

Signature of Municipal Official

Title

City/Town


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H. Municipal Planning Board Notification Notice to Applicant:

Section H should be completed and submitted along with the original application material.

Two Harbor Shore LLC c/o The Fallon Company Name of Applicant

100-104 Northern Avenue (Fan Pier Parcel I) Boston MA 02210

Boston Inner Harbor Waterway

Boston City/Town

Description of use or change in use: Amendment to License #13695 to change the use of 23,557 square feet of gross floor area from


To be completed by municipal clerk or appropriate municipal official: I hereby certify that the project described above and more fully detailed in the applicants waterways

license application and plans have been submitted by the applicant to the municipal planning board.

Printed Name of Municipal Official

Date

Signature of Municipal Official

Title

City/Town

Note: Any comments, including but not limited to written comments, by the general public, applicant, municipality, and/or an interested party submitted after the close of the public comment period pertaining to this Application shall not be considered, and shall not constitute a basis for standing in any further appeal pursuant to 310 CMR 9.13(4) and/or 310 CMR 9.17.


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Appendix A: License Plan Checklist General View PE or RLS, as deemed appropriate by the Department, stamped and signed, in ink, each sheet

within 8 1/2 inch by 11 inch border

Format and dimensions conform to Sample Plan (attached)

Minimum letter size is 1/8 of an inch if freehand lettering, 1/10 of an inch if letter guides are used

Sheet number with total number in set on each sheet

Title sheet contains the following in lower left: Plans accompanying Petition of [Applicants name, structures and/or fill or change in use, waterway and municipality]

North arrow

Scale is suitable to clearly show proposed structures and enough of shoreline, existing structures and roadways to define its exact location

Scale is stated & shown by graphic bar scale on each sheet

Initial plans may be printed on bond; final plans due before License issuance must be on 3mil Mylar.

Structures and Fill All Structures and Fill shown in full BLACK lines, clearly labeling which portions are existing,

which are Proposed and indicating Existing Waterways Licenses

Cross Section Views show MHW* and MLW* and structure finish elevations

Dredge or Fill, actual cubic yardage must be stated and typical cross sections shown

All Structures and Fill shown in full BLACK lines, clearly labeling which portions are existing, which are Proposed and indicating Existing Waterways Licenses

Cross Section Views show MHW* and MLW* and structure finish elevations

Dredge or Fill, actual cubic yardage must be stated and typical cross sections shown

Actual dimensions of structures(s) and or fill and the distance which they extend beyond MHW* or OHW*

Change in Use of any structures on site must be stated

* See 310 CMR 9.02, Waterways Regulations definitions of High Water Mark, Historic High Water Mark, Historic Low Water Mark, and Low Water Mark. Note: DEP may, at its discretion, accept appropriately scaled preliminary plans in lieu of the plans described above. In general, DEP will accept preliminary plans only for non-water dependent projects and projects covered by MEPA to address site design components such as visual access, landscaping & site coverage. Anyone wishing to submit preliminary plans must obtain prior approval of the DEP Waterways Program before


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submitting them with their application.

Appendix A: License Plan Checklist (cont.)

Boundaries Property lines, full black lines, , along with abutters names and addresses

Mean High Water (MHW)* or Ordinary High Water (OHW)*, full black line

Mean Low Water (MLW)*, black dotted line, (.............)

Historic MHW* or OHW* ( ) Historic MLW* (... ... ... )

State Harbor Lines, black dot-dash line ( . . . ) with indication of Chapter & Act establishing them (Ch. , Acts of )

Reference datum is National Geodetic Vertical Datum (NGVD) or (NAVD).

Floodplain Boundaries according to most recent FEMA maps

Proposed & Existing Easements described in metes & bounds

Water-Dependent Structures Distance from adjacent piers, ramps or floats (minimum distance of 25 from property line, where

feasible)

Distance from nearest opposite shoreline

Distance from outside edge of any Navigable Channel

Access stairs at MHW for lateral public passage, or 5 feet of clearance under structure at MHW.

Non Water-Dependent Structures Depict extent of Water-dependent Use Zone.

See Waterways Regulations at 310 CMR 9.51-9.53 for additional standards for non water-dependent use projects.

Note: Final Mylar project site plans will be required upon notice from the Department, prior to issuance of the Chapter 91 Waterways License.


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Appendix A: License Plan Checklist Cont.


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Appendix B: Dredging Permit Plan Checklist

For projects applying for dredging permits only, enclose drawings with the General Waterways Application that include the following information:

General View Submit one original of all drawings. Submit the fewest number of sheets necessary to adequately

illustrate the project on 8-1/2 inch X 11 inch paper.

A 1-inch margin should be left at the top edge of each drawing for purposes of reproduction and binding. A 1/2 inch margin is required in the three other edges.

A complete title block on each drawing submitted should identify the project and contain: the name of the waterway; name of the applicant; number of the sheet and total number of sheets in the set; and the date the drawing was prepared.

Use only dot shading, hatching, and dashed or dotted line to show or indicate particular features of the site on the drawings.

If deemed appropriate by the Department, certification by the Registered Professional Engineer or Land Surveyor is included.

Plan View

North Arrow

Locus Map

Standard engineering scale.

Distances from channel lines and structures if appropriate.

Mean high water and mean low water shorelines (see definitions of High Water Mark and Low Water Mark at 310 CMR 9.02, C. 91 Regulations).

Dimensions of area proposed to be dredged or excavated.

Notation or indication of disposal site.

Volume of proposed dredging or excavation.

Ordinary high water, proposed drawdown level, and natural (historic) high water (for projects lowering waters of Great Ponds).

Section Views

Existing bottom and bank profiles.

Vertical and/or horizontal scales.

Proposed and existing depths relative to an indicated datum.


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Elevation and details of control structure (for projects lowering waters of Great Ponds). Appendix C: Application Completeness Checklist

Please answer all questions in the General Waterways Application form. If a question does not apply to your project write "not applicable" (n/a) in that block. Please print or type all information provided on the form. Use black ink (blue ink or pencil are not easily reproducible, therefore, neither will be accepted). If additional space is needed, attach extra 8-1/2" x 11" sheets of paper.

Proper Public Purpose: For nonwater-dependent projects, a statement must be included that explains how the project serves a proper public purpose that provides greater benefit than detriment to public rights in tidelands or great ponds and the manner in which the project meets the applicable standards. If the project is a nonwater-dependent project located in the coastal zone, the statement should explain how the project complies with the standard governing consistency of the policies of the Massachusetts Coastal Zone Management Program, according to 310 CMR 9.54. If the project is located in an area covered by a Municipal Harbor Plan, the statement should describe how the project conforms to any applicable provisions of such plan pursuant to 310 CMR 9.34(2).

Plans: Prepared in accordance with the applicable instructions contained in Appendix A-B of this application. For initial filing, meet the requirements of 310 CMR 9.11(2)(b)(3).

Applicant Certification: All applications must be signed by the landowner if other than the applicant. In lieu of the landowners signature, the applicant may provide other evidence of legal authority to submit an application for the project site. If the project is entirely on land owned by the Commonwealth (e.g. most areas below the current low water mark in tidelands and below the historic high water mark of Great Ponds), you may simply state this in lieu of the landowners signature.

Municipal Zoning Certification: If required, applicants must submit a completed and signed Section E of this application by the municipal clerk or appropriate municipal official or, for the initial filing, an explanation of why the form is not included with the initial application. If the project is a public service project subject to zoning but will not require any municipal approvals, submit a certification to that effect pursuant to 310 CMR 9.34(1).

Municipal Planning Board Notification: Applicants must submit a copy of this application to the municipal planning board for the municipality where the project is located. Submittal of the complete application to DEP must include Section H signed by the municipal clerk, or appropriate municipal official for the town where the work is to be performed, except in the case of a proposed bridge, dam, or similar structure across a river, cove, or inlet, in which case it must be certified by every municipality into which the tidewater of said river, cove, or inlet extends.

Final Order of Conditions: A copy of one of the following three documents is required with the filing of a General Waterways Application: (1) the Final Order of Conditions (with accompanying plan) under the Wetlands Protection Act; (2) a final Determination of Applicability under that Act stating that an Order of Conditions is not required for the project; or (3) the Notice of Intent for the initial filing (if the project does not trigger review under MEPA).

Massachusetts Environmental Protection Act (MEPA): MGL 30, subsections 61-61A and 301 CMR 11.00, submit as appropriate: a copy of the Environmental Notification Form (ENF) and a Certificate of the Secretary of Environmental Affairs thereon, or a copy of the final Environmental Impact Report (EIR) and Certificate of the Secretary stating that it adequately and properly complies with MEPA; and any subsequent Notice of Project change and any determination issued thereon in accordance with MEPA. For the initial filing, only a copy of the ENF and the Certificate of the Secretary thereon must be submitted.


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Note: If the project is subject to MEPA, the Chapter 91 Public Notice must also be submitted to MEPA for publication in the Environmental Monitor. MEPA filing deadlines are the 15th and 30th of each month.

Appendix C: Application Completeness Checklist (cont.)

Water Quality Certificate: if applicable, pursuant to 310 CMR 9.33, is included.

Other Approvals: as applicable pursuant to 310 CMR 9.33 or, for the initial filing, a list of such approvals which must be obtained.

Projects involving dredging:

The term dredging means the removal of materials including, but not limited to, rocks, bottom sediments, debris, sand, refuse, plant or animal matter, in any excavating, clearing, deepening, widening or lengthening, either permanently or temporarily, of any flowed tidelands, rivers, streams, ponds or other waters of the Commonwealth. Dredging includes improvement dredging, maintenance dredging, excavating and backfilling or other dredging and subsequent refilling. Included is a completed and signed copy of Part F of the application.

Filing your Completed General Waterways Application:

For all Water-Dependent applications submit a completed General Waterways Application and all required documentation with a photocopy of both payment check and DEPs Transmittal Form for Permit Application & Payment to the appropriate DEP regional office (please refer to Pg. 10 of the Instructions for the addresses of DEP Regional Offices).

For all Non Water-Dependent applications submit a completed General Waterways Application and all required documentation with a photocopy of both payment check and DEPs Transmittal Form for Permit Application & Payment to DEPs Boston office.

Department of Environmental Protection Waterways Regulation Program One Winter Street

Boston, MA 02108

Application Fee Payment for ALL Waterways Applications: Send the appropriate Application fee* (please refer to Page 1 of the Application), in the form of a check or money order, along with DEPs Transmittal Form for Permit Application & Payment:

Department of Environmental Protection P.O. Box 4062 Boston, MA 02211

* Under extreme circumstances, DEP grants extended time periods for payment of license and permit application fees. If you qualify, check the box entitles Hardship Request on the Transmittal Form for Permit Application & Payment. See 310 CMR 4.04(3)(c) to identify procedures for making a hardship request. Send hardship request and supporting documentation to the above address.

NOTE: You may be subject to a double application fee if your application for Chapter 91 authorization results from an enforcement action by the Department or another agency of the Commonwealth or its subdivisions, or if your application seeks authorization for an existing unauthorized structure or use.

Two Harbor Shore LLC Fan Pier Parcel I Chapter 91 Waterways License Amendment Application Attachment A: Project Narrative

1

ATTACHMENT A

PROJECT NARRATIVE

This Chapter 91 Waterways License Amendment Application (this Application) is submitted by Two Harbor Shore LLC, a Delaware limited liability company (the Licensee), pursuant to 310 CMR 9.24 with respect to (i) the Consolidated Written Determination (CWD) issued by the Department of Environmental Protection (the Department) to the Fan Pier Land Company on June 28, 2002 and (ii) Chapter 91 Waterways License No. 13695 (the Parcel I License) issued to the Licensee pursuant to the CWD for construction of a 17-story building plus a two story mechanical penthouse above a three level underground parking facility located on Parcel I (100 Northern Avenue) at Fan Pier and recorded with the Suffolk County Registry of Deeds in Book 53112, Page 140. This Application requests an amendment to the Parcel I License (i) to change the use of 23,557 square feet of gross floor area on the fourth and fifth floors of the building under construction on Parcel I from office uses to civic/cultural uses, with a concomitant reduction in the gross floor area dedicated to commercial use, and (ii) to construct a bridge connection (as more specifically described below, the Bridge) from such civic/cultural space to the adjacent Institute of Contemporary Art (the ICA) on Parcel J.

Under the CWD and the document required by the CWD entitled Fan Pier, Parcel D, H and J, Use Restriction for Civic and Cultural Use to Boston Redevelopment Authority granted by Fan Pier Development LLC (Developer) to the Boston Redevelopment Authority (the BRA) dated August 10, 2007, recorded with the Suffolk Registry of Deeds in Book 43059, Page 102, as amended by Amendment to Use Restriction for Civic and Cultural Use to Boston Redevelopment Authority dated as of January 2, 2014, recorded with the Suffolk Registry of Deeds in Book 52589, Page 242 (as so amended, the Use Restriction), the Fan Pier development is required to provide a minimum of 107,000 square feet of civic/cultural space, including (i) not less than 13,166 square feet of gross floor area on the first two floors of the building to be constructed on Parcel D (the Parcel D Project), to be occupied on a shared basis by the Boston Harbor Island Alliance and the New England Aquarium, and (ii) not less than 23,557 square feet of gross floor area on the first two floors of the building to be constructed on Parcel H, to be occupied by a Family Multi-Cultural Center operated by the Childrens Museum.

Both the CWD and the Use Restriction contemplate that the location of civic/cultural space, and the user(s) of such space, may be changed from those specified in the CWD upon a certification by the Director of the BRA that the proposed change is consistent with the public principles arising out of Bostons civic/cultural master planning process for the Inner Harbor and Fort Point Channel. In accordance with these provisions, and following an extended review process with the BRA, the Department, civic/cultural institutions and others, the Developer has requested and anticipates receiving approval from the Director of the BRA (i) to relocate 23,557 square feet of gross floor area of


2

civic/cultural space from the first two floors of Parcel H to the fourth and fifth floors of the Parcel I building, resulting in no further civic/cultural space requirement for Parcel H, and (ii) to construct the Bridge as part of the Parcel I building. In connection with such relocation, not less than 23,557 square feet of gross floor area on the fourth and fifth floors of the Parcel I building previously contemplated for office uses will instead be dedicated as civic/cultural space to be occupied by the ICA. Such 23,557 square feet of space (measured without regard to any double-height ceilings or other modifications undertaken by or on behalf of the user of such space) and the balance of the fourth and fifth floors of the Parcel I building are shown on the plan attached to this Application as Attachment B (together with the plans of the Bridge described below, the Plans).

The Bridge is an enclosed walkway having a gross floor area of up to approximately 1,140 square feet that will span Harbor Shore Drive at the level of the fourth floor of the Parcel I building. The Bridge is designed to connect the civic/cultural space on the fourth and fifth floors of the Parcel I building to be occupied by the ICA with the ICAs adjacent building on Parcel J, thus allowing the new space in the Parcel I building to function as an expansion of the existing Institute of Contemporary Art. The Bridge itself will also be dedicated to civic/cultural purposes. Two schematic plans showing alternative layouts of the Bridge are attached to this Application as Attachment B. Final Plans will be submitted to the Department prior to issuance of the Chapter 91 License Amendment for this project.

The area under the Bridge includes a portion of Harbor Shore Drive and adjacent sidewalks and street improvements, which technically will no longer be classified as open space because of the Bridge above. Fortunately, the Fan Pier development presently has excess open space of 13,307.94 square feet (as shown in the original application for the Parcel I License). Construction of the Bridge will reduce that excess open space, but the Fan Pier development will still include more open space than is required. Pursuant to the CWD, this reduction of the excess open space will be reflected in the next license application filed with respect to the Fan Pier development. It should also be noted that the Bridge does not cause any increase in ground floor area nor will it affect the public use of the streetscape located underneath the Bridge.

In connection with receiving the Director of the BRAs approval as described above, and the further amendment of the Use Restriction in connection therewith, the Developer has agreed to increase the space in the Parcel D Project to be dedicated to civic/cultural use by 4,000 square feet of gross floor area, resulting in a total of 17,166 square feet of civic/cultural space in the Parcel D Project, of which 5,000 square feet will be located on the first floor of the Parcel D building and the balance (12,166 square feet) would be located on the second floor of the building. The civic/cultural space in the Parcel D Project will be occupied on a shared basis by the Childrens Museum, the Boston Harbor Island Alliance and the New England Aquarium.


3

The 4,000 square foot increase in the amount of civic/cultural space in the Parcel D Project plus the additional approximately 1,140 square foot area of the Bridge will result in an increase in the total amount of civic/cultural in the Fan Pier development from the minimum required 107,000 square foot of gross floor area to 112,140 square feet of gross floor area. This increase is authorized by the CWD, which permits a change of up to 10% in the amount of civic/cultural space. See Table 3 in Attachment C, Tables and Figures, for an updated accounting of aggregate building massing based on as-built, proposed and future building zoning square footage following the modifications described above.

The proposed change in use of 23,557 square feet of gross floor area from office uses to civic/cultural uses is neither (i) a proposed use of the building for a purpose unrelated to the use of the building licensed and authorized under the Parcel I License nor (ii) a change in the dimensions of a principal building or structure that increases by more than 10% the height or ground coverage of the building or structure or increases by more than 10% the surface area of fill specified in the Parcel I License. In fact, although the application for the Parcel I License contemplated that Floors 2 and above of the Parcel I building would be dedicated to office use, the Parcel I License specifically allows upper floors of the building to be used for office, day care, civic/cultural and accessory uses (emphasis added). Accordingly, the proposed change in use of 23,557 square feet of gross floor area from office uses to civic/cultural uses does not constitute a substantial change in use within the meaning of 310 CMR 9.24(1).

Additionally, the proposed construction of the Bridge is neither (i) a proposed use of the building for a purpose unrelated to the use of the building licensed and authorized under the Parcel I License nor (ii) a change in the dimensions of a principal building or structure that increases by more than 10% the height or ground coverage of the building or structure or increases by more than 10% the surface area of fill specified in the Parcel I License. Although the addition of the Bridge results in a net increase in the land area of the footprint of the building authorized under the Parcel I License by approximately 1,140 square feet, there is no net increase in ground floor area. In fact, the ground floor under the Bridge includes a portion of Harbor Shore Drive and adjacent sidewalks and street improvements, and the construction of the Bridge will not affect the use of those ground floor areas. Accordingly, the Bridge does not constitute a substantial structural alteration or change in use within the meaning of 310 CMR 9.24(1).

In light of the fact that the proposed change in use and construction of the Bridge will enhance public benefits by increasing the amount of civic/cultural space at Fan Pier, the fact that changes of up to 10% in the amount of civic/cultural space are authorized by the CWD and the fact that neither the change in use nor the construction of the Bridge constitutes a substantial structural alteration or change in use within the meaning of 310 CMR 9.24(1), the Licensee requests issuance of an amendment to the Parcel I License to permit the change in use and construction of the Bridge in accordance with the Plans.

Two Harbor Shore LLC Fan Pier Parcel I Chapter 91 Waterways License Amendment Application Attachment B: Chapter 91 Waterways License Amendment Plans

1

ATTACHMENT B

CHAPTER 91 WATERWAYS LICENSE AMENDMENT PLANS

Title Description

Cultural Space Area Diagram Layout Showing Relocated Civic/Cultural Space on the Fourth and Fifth Floors of the Parcel I Building

ICA Bridge and Space Expansion Bridge A Study

Layout of Bridge Connecting the Parcel I Civic/Cultural Space to the ICA Alternative A

ICA Bridge and Space Expansion Bridge A-1 Study

Layout of Bridge Connecting the Parcel I Civic/Cultural Space to the ICA Alternative A-1

AREA LEGEND

CORE

CULTURAL SPACE

OFFICE

11,507.57 SF

CULTURALSPACE

1' - 0"

GALLERY (OPEN TO BELOW)

4

'

-

0

"

http://www.hok.com

Sketch No.

Sheet Titles

Date

ScaleProject No.

Reference No.

Issued To

Internet:

Project Info

HOKHOK

Original drawing is 11x17. Do not scale thisdrawing.

New York, NY 10018 USAt +1 212 741 1200 f +1 212 633 1163

1065 Avenue of the Americas, 6th Floor

4/7/2015 5:24:01 PM

1 : 400

FAN PIER PARCEL I

100-104 Northern AvenueBoston MA, 02210

CULTURAL SPACEAREA DIAGRAM

13.07517.00

AP.CULTURAL

04/07/2015

The Fallon Company

4TH FLOOR 5TH FLOOR

Two Harbor Shore LLC Fan Pier Parcel I Chapter 91 Waterways License Amendment Application Attachment C: Chapter 91 Waterways License Amendment Tables and Figures

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ATTACHMENT C

TABLES AND FIGURES

Title Description

Table 3 Updated Accounting of Aggregate Building Massing

Fan Pier Development Parcel I Chapter 91 License Amendment

Table 3Updated Accounting of Aggregate Building Massing

Civic / Cultural Commercial / TotalSpace Residential

Space(Square Feet) (Square Feet) (Square Feet)

Previously Licensed

Parcel J - ICA 66,000 0 66,000

Parcel F - Office / Retail 0 493,048Parcel F - Office / Retail increase per Minor Modification 0 272Parcel F - Total 493,320

Parcel A - Office / Lab / Retail 0 490,201 490,201Parcel B - Office / Lab / Retail (No Day Care) Community Boat Building 4,277 434,917 439,194Parcel C - Residential / Retail 0 228,431 228,431Parcel H Garage 0 0 0

Curent License Amendment (Includes Proposed Civic/Cultural Relocation / Increase)

Parcel I Office / Civic/Cultural / Retail 23,557 484,144 507,701Parcel I Bridge 1,140 0 1,140

Proposed Future (Projected)

Parcel D - Residential / Civic/Cultural / Retail 17,166 232,620 249,786Parcel E - Office, Office / Lab or Residential / Retail 0 300,767 300,767Parcel H - Residential / Retail 0 262,600 262,600

Total Previously Licensed / Current Application / Proposed Future 112,140 2,927,000 3,039,140

Requirement For Civic / Cultural Space 112,140

Maximum Allowable Commercial Space 2,927,000

Note: The building massing tabulated above for the Parcel I Bridge within the "Current License Application" sectionis approximate. As the Parcel I Bridge's design is finalized, this number will be refined. A final accounting of buildingmassing will be submitted to the Department prior to issuance of the Chapter 91 License Amendment for the Parcel I Bridge.

fan pier / chapter 91 license no. 13695 amendment

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