Massachusetts Department of Transportation Parcel 9 ... · PDF fileMassachusetts Department of...

Massachusetts Department of Transportation Parcel 9 Development Plan Component I mdash Development Proposal March 23 2012

TABLE OF CONTENTS

1 PROPOSAL FORM 4 (RFP SCHEDULE 1)

2 SECTION 40J DISCLOSURE 5 (RFP SCHEDULE 3)

3 DEVELOPMENT TEAM 6 Development Entity 7 Team Members 8

4 DEVELOPMENT APPROACH 9 A Development Program 11

Program Areas Land Uses Parking Pushcart MarketRetail Uses

B Community Uses and Benefits 14

C Building and Site Design Description 15 Design Drawings Design Intent Site Plan Basement Plan Ground Floor Plan Upper Floor Plans Building and Site Sections Overall Building Views and Elevations

D Permits and Approvals 20

E Schedule 20

F Sequencing of Construction 20

The Market District

NORTH END NEIGHBORHOOD

ROSE KENNEDY FITZGERALD KENNEDY GREENWAY

QUINCY MARKET

GOVERNMENT CENTER

7

9

EXECUTIVE SUMMARY The development of Parcel 9 provides a rare opportunity to creshyate vital linkage within the new Market District Combined with the Public Market to be developed on Parcel 7 and the creation of a Market Square at Hanover Street this development will creshyate a continuous integrated Market District uniting Faneuil Hall Marketplace Government Center the North End the Bulfinch Triangle West End and Beacon Hill neighborhoods and the Greshyenway with retailers in the Bulfinch Triangle and in the future at the Government Center garage site

The emphasis on upper level residential development will assure 247 activation of the Greenway edge while its location at the nexus of Salem and Hanover Streets along with its Italian-themed market and eatery will provide a new dlandmark along the greshyenway

We strongly support the Haymarket Pushcart Association and see the enhancement and extension of their weekly outdoor market as a vital part indeed a unique and complementary feature of the new Market District

Key objectives of the development of Parcel 9 are

bull Creation of seamless complementary linkages between Parcel 9 and Parcel 7 Public Market development as the foundation of the new Market District

bull Mixed-use development combining 119 new residential units and 22000 SF of specialty food market with pedestrian improvements to Blackstone Street

bull Creation of a thriving activity center and extension of the historic North End neighborhood

bull Creation of an exceptional design by CBT also the project architect for the Parcel 7 Public Market

bull Developer contribution of $21 million of public improvements to the benefit of the Haymarket Pushcart Association operashytions as the major anchor attraction of Market Square

bull Solicitation of $15 million of MassWorks Infrastructure funding for exterior improvement throughout the Market District

bull Development of 18 affordable rental apartments

bull Creation of 600 construction jobs and 100 permanent jobs

bull Real estate taxes to be paid to the City of Boston

bull Offering of priority leasing and employment opportunities to North End residents

bull Direct access of hundreds of Massachusetts growers to food market operations on Parcel 9 thru ORFoodEx

bull Management by a strong development team experienced with complex permitting urban construction logistics and civic project execution in downtown Boston

2

UPTON + PARTNERS Cbt 3

1 Proposal Form (RFP Schedule 1)

Chief Executive Officer

Upton + Partners LLC

March 9 2012

Walter C Upton Chief Executive Officer

Chief Executive Officer Walter C Upton

Dedham

199 Lowder St

781 386 9997

buptonuptonpartnerscom

617 326 9120

MA 02026

4

2 Section 40J Disclosure Statement (RFP Schedule 3)


Massachusetts

Walter C Upton

X

199 Lowder St Dedham MA

Walter C Upton

John R Upton

William Locke

John Moriarity

199 Lowder St Dedham MA 02026


100 Cummings Center Suite 429A Beverly MA 01915

3 Church St Winchester MA 01890

March


2

9

Walter C Upton

See Above

5

3 Development Team

DEVELOPMENT ENTITY Upton + Partners is the proponent of this Parcel 9 development proposal An affiliated Single Purpose Entity (SPE) will be created prior to lease signing to serve as the master lessee of Parcel 9

Upton + Partners is an entity founded in 2009 as a real estate development company with the objective of investing in selecshytive projects for its own account while providing professional real estate services to independent clients Upton + Partners is uniquely qualified to develop Parcel 9 through a collective history as builders and development partners in association with select corporate clients other real estate developers and municipalishyties In the past members of Upton + Partners and the future SPE have been associated with such entities as The Rouse Company Delaware North Companies EA Fish Associates Trammell Crow Company Cabot Cabot and Forbes Prime Property Capital (renamed Prime Group) The Bank of Boston Bay Colony Properties and TA Realty Associates

This experience spans decades and effectively demonstrates the ability to deal with the City and State permitting and approval processes design pre-construction construction management financing marketing leasing and property management

Representative projects that have been executed by the princishypals as development partners andor as senior managers with acshycountability include Faneuil Hall Marketplace TD Bank Garden renovation and expansion of the Boston Museum of Fine Arts Boston the Waterworks in Chestnut Hill Reservoir Crossing in Braintree and the Boston Exhibition and Convention Center

Upton + Partners with its affiliates is uniquely qualified to develop Parcel 9 through a collective history as builders and development partners

Recently after a competitive public process Upton + Partners LLC was selected by the Arlington Redevelopment Board to redevelop the former Symmes Hospital Site in Arlington Masshysachusetts As a result the principals are currently providing leadership for this $50 million mixed-use development project consisting of 176 units of multi-family rental apartments and condominiums 90 units of assisted living facilities and two public parks with prominent views of the downtown Boston skyline Eqshyuity financing is being provided by our equity partners Starwood Capital LLC and Jefferson Apartment Group RBSCitizens Bank is providing construction financing Construction will commence in April 2012

View across Greenway from North End

6

PRINCIPALS OF THE DEVELOPMENT ENTITY Walter C Upton CEO Mr Upton has over 35 years of experience at the senior level of management of all aspects of the real estate development business related to office retail sports and entertainment museum convention center and residential development As both a generalist and one focused on detail he is well-versed in the multiple disciplines of the real estate development process Over his career Mr Upton has played major roles in completing in excess of $25 billion of single and mixed-use projects many of a civic nature

Mr Upton came to Boston in 1976 to assume senior project management responsibilities for the Rouse Company during the development of the Faneuil Hall Marketplace project He undershystands the myriad challenges of developing a highly complex food-related retail project such as the prospective Parcel 9 deshyvelopment and is sensitive to the political and civic objectives of development in downtown Boston Ad-

William Locke Since 1977 William Locke has worked on the acquisition permitshyting finance design construction marketing lease-up property management and sale of approximately 80 properties totaling over 15 million square feet of office warehouse retail multishyfamily and hotel properties with a market value in excess of $3 billion Former major projects that Mr Locke has worked on include the Ritz Carlton Hotel Faneuil Hall Marketplace 28 State Street Bay Colony Corporate Center and the Esplanade As a principal he has acquired or developed 45 million square feet in major US markets Major institutional investors with whom Mr Locke has partnered include Prudential RE Investors Starwood Capital Prentiss Properties the Rockefeller Brothers Fund the Rockefeller Foundation and the World Bank Pension Fund Mr Locke is presently the owner of Bay Colony Properties an active developer in the northeastern US

ditionally his track record demonstrates that he is more than familiar with the Upton + Partners experience spans decades and includes complexities of building in a tight urban signature projects in the Boston area environment

John R Upton As a partner and Chief Operating Officer of Upton + Partners Mr Upton sources and assists with the companyrsquos equity investshyments assumes project management duties and oversees the firmrsquos operations and marketing activities Formerly as the Managing Partner of EA Fish Associates LLC he oversaw the day-to-day development operations and directed the equity investment activities of the Company Prior to joining EA Fish Jake participated as a Senior Vice President and Partner with Prime Property Capital to assist in the management of a private equity fund to acquire and redevelop multifamily projects in urban core locations He also partnered with Prime Property Capital and Farallon Capital Management and JDV Hotels to develop Costanoa a coastal resort in San Mateo California

John Moriarity John Moriarty serves as the president of John Moriarty amp Associshyates Inc a construction management firm he founded in 1985 headquartered in Winchester Massachusetts JMA has grown over the last twenty-four years to include offices in Massachusetts Connecticut Virginia and Florida employing over 300 people JMA has worked with institutions and development companies many of them repeat clients including the DSF Group The Reshylated Group Boston Properties the Davis Companies Marcus Partners Childrenrsquos Hospital Massachusetts General Hospital Harvard University Boston University and Yale University Mr Moriarty will be a minority investor in the SPE and participate in the role of the general contractor

View of Market Site from Salem Street

7

This historic view of Blackstone Street looking north from North Street to Haymarket Square shows the seven story Batchelder and Snyder Building (white building lower right) on the location of current Parcel 9

TEAM MEMBERS The team members that have been selected to participate in the Parcel 9 development process are all experienced consultants and contractors who are well known in the Boston community Specific background information on each can be found in Comshyponent III to this development proposal

DeveloperProject Proponent Upton + Partners LLC wwwuptonpartnerscom

General Contractor John Moriarty amp Associates wwwjm-acom

Legal Counsel Posternak Blankstein amp Lund wwwpblcom

Architect CBT Architects wwwcbtarchitectscom

Landscape Architect Pressley Associates wwwpressleyinccom

Environmental Consultant Fort Point Associates wwwfpa-inccom

Structural Engineer Weidlinger Associates wwwwaicom

MEP Engineer Flack amp Kurtz wwwwspgroupcom

Civil Engineer HowardStein-Hudson wwwhshassoccom

Geotechnical Consultant McPhail Associates wwwmcphailgeocom

Traffic Consultant HowardStein-Hudson wwwhshassoccom

Residential Marketing Consultant Otis amp Ahearn wwwotisahearncom

Retail Marketing Consultant The Dartmouth Company wwwdartcocom

Legal Advisor Brown Rudnick wwwbrownrudnickcom

8

OUTDOOR MARKET

BOSTON PUBLIC MARKET

OUTDOOR MARKET

4 Development Approach

The development of both Parcels 9 and 7 creates a once-inshya-lifetime opportunity to recreate a vibrant and thriving food market venue in this central district of downtown Boston In combination with the opening of a Public Market on Parcel 7 new development on Parcel 9 will embody both the historical and new the best of Boston in the spirit of its true market tradition

The fundamental underlying principle of our development approach as a part of the larger Market District is to create a seamless relationship between the development of Parcels 7 and 9 to be named Market Square as a manifestation of Bostonrsquos new Market

The specific program proposed for Parcel 9 is a mixed-use program blending food-oriented specialty retail markets and anchor restaurants with amenities and significant public pedesshytrian-oriented site improvements giving priority attention to the activities of the Haymarket Pushcart Association Preserving adjacent parking accommodation for the purpose of servicing the Market Square and related retail is a critical consideration Attractive affordable and market-rate rental housing will contribshyute pedestrian activity to the Greenway

District The goals for this project are To create a Public Market that synergistically integrates the bull To assure complementary linkage Haymarket vendors the Public Market and North End Merchants

between Parcels 7 and 9 and adjashycent neighbors with regard to the mix of uses retail merchandizing concepts service requirements including trash management parking pick-up and deliveries open space planning security and pedestrian circulation as the core value reflected in our proposal

bull To create and sustain a thriving marketplace that cohesively integrates the activities of the Haymarket vendors the Public Market on Parcel 7 Massachusetts growers and local North End Italian merchants

bull To achieve a synergistic development program and attractive design solutions which leverage the value of residential use at Market Square while reconnecting Bostonrsquos oldest city blocks the Blackstone block to its original neighborhood the North End and

bull To further activate the Greenway while providing open space relief to the North End and Parcel 9

The anchor to Parcel 9 is planned on the street level as a thrivshying activity center which is to include Italian-themed cafes and restaurants the merchandizing of natural and prepared foods and the sale of imported food products culinary accessories and domestic and imported specialty goods The new Market Square will be an extension of the culture and ambiance of the North End on a site which was considered part of its neighborhood prior to construction of the Central Artery It will be open 7 days a week and 12 months of the year Landmark projects in New York (www Eatalycom being the prime example) and Europe have set the precedent for this diverse vision for Parcel 9 a place in which to live learn socialize and obtain the best products of the North End

EUROPEAN SPECIALTY MARKET

MARKET SQUARE

T

P

Indoor and Outdoor Markets

9

The merchandizing tenant selection and quality control of Marshyket Square will be under the guidance a key member of our team Franco DePasquale a well-known long-time resident and entreshypreneur from the North End Mr DePasquale operates multiple restaurants and related food businesses in the North End and elsewhere in Boston Ristorante Bricco Umbria Prime Trattoria II Panino Ristorante Mare Splash Gigi Gelateria Express Bricco Panetteria and DePasqualersquos Pasta Shoppe He also serves as the Chairmen of the North End Chamber of Commerce

Upton + Partners is currently engaged with tenant prospects from the North End of Boston Providence and New York to consider the options of a master lease andor the leasing of subdivided space consistent with our Market Square merchandizing plan With the support of Mr DePasquale local North End merchants will be given priority consideration and first opportunity to lease space at Market Square

Another member of our team ORFooshydEx an organization uniquely positioned to access hundreds of Massachusetts growers through its technical services creates linkage between Massachusetts growers and customers that range from institutional clients to restaurants and to smaller grocery outlets throughout the Commonwealth ORFooshydEx brings new market opportunity demand predictability and higher profits to the Massachusetts growersrsquo community through a new paradigm of operation within the food business ORFooshydEx will maximize the opportunity for Massachusetts growers to sell products within Parcel 9 operations while being prepared to offer critical skill sets to the successful designated operator of the Public Market on Parcel 7 yet another important potential linkage component between Parcels 9 and 7

In addition to residential development on Parcel 9 Upton + Partners is prepared to expand residential development within the Market District community by offering to develop the upper floors of Parcel 7 as residential apartments a position that is supshyported by the Haymarket Pushcart Association (See Component II)

While the specific planning for Parcel 9 is fundamental so is an understanding of the integration of the project into the larger

master plan of an area that spans from the North End to Beacon Hill through Government Center and from the Financial District to the Bulfinch Triangle and the West End through Quincy Market

Specifically with reference to the stated goals of the RFP and other expectations our planning and design considerations for Parcel 9 are intended to accomplish the following

bull To provide a design for the physical build-out of Parcel 9 with a character that is not only compatible with the historic conshytext of the Blackstone Block and the Market District but which is also sensitive to massing alternatives designed to benefit neighbors local foot traffic residential and retail tenants and service providers

bull To provide uses that reinforce the character complementary product offerings and current operating procedures of the HPA and the broader Market District constituents

The program for Parcel 9 blends two food-oriented specialty markets a restaurant rental housing and significant public amenity

bull To enhance the use of the Greenway by creating a landmark public open space called Market Square at the intersection of Hanover Street and the Greenway uniting the operations of the Boston Public Market the Haymarket and the North End while providing a geographic point marking the center of the Market District

bull To specifically address future logistical sequence of developshyment events and construction activities related to the HPA adjacent land owners and other area stakeholders and


bull To integrate a project planning strategy providing an opporshytunity to make the expanded ldquogrower to customerrdquo services of ORFoodEx available in support of Parcel 9 and to the future operation of the Public Market on Parcel 7

Eatily Prosciutto Market New York NY Outdoor Market Boston MA

10

I

A DEVELOPMENT PROGRAM Land Use Upton + Partners proposes to develop Parcel 9 as a mixed-use project seven stories in height with a density not to exceed an FAR of 40 as currently permitted

Program Areas The Level 0 basement area of up to 9300 square feet is availshyable for HPA storage storage for retail tenants of Levels 1 and 2 tenant food preparation and the placement of mechanical equipment and electrical switch gear Storage allocated to the HPA at the basement level would be in addition to 2000 square feet provided at Level 1 Apartment tenant storage will also be accommodated

Level 1 provides approximately 16000 square feet of food-related and specialty retail 2000 SF of HPA storage space a trash compaction and loading dock area and a residential lobby with elevator service and core utility space

Level 2 provides nearly 4000 SF of additional market retailfood service space and an amenity and roof deck area for the tenants of rental apartments

At the north end of the new building Level 3 will provide an open air sky deck overlooking Market Square at the intersection of Hanover Street the John Fitzgerald Surface Road and Blackstone Street at the Greenway The sky deck will interconnect with Level 2 of the anchor restaurant below

Levels 2-7 provide 119 rental apartments which are set back to the extent possible from Blackstone Street

Improved activated open space surrounds the building exterior at grade Coverings for HPA operations landscaping street furniture street lighting bollards denoting fire and truck delivery lanes decorative pylons way-finding signage and utility services will be provided and have been included in our budget

II Parking Approximately 15000 shoppers visit the Haymarket each week and although public transportation is available many of these shoppers are dependent upon parking at reduced rates to enable their patronage Critical to the retail operations of both Parcels 7 and 9 however is the continuation of the current parking policy that permits discounted parking rates for usage by customers not exceeding a 3-hour duration We not only support that policy but consider it to be fundamental to the success of Parcel 9 full-time retailers and in particular to the HPA vendors during Friday and Saturday Haymarket days

The development plan for Parcel 9 includes no on-site permashynent parking Retail parking accommodation is envisioned to be provided by the 330 spaces in the Parcel 7 garage In addition residential and additional retail parking demand will be satisfied by hourly and monthly reserved spaces in the Government Center garage (2000 car capacity) and Dock Square garage (668 car capacity) We have contacted the ownerdevelopers of these garages to confirm that monthly rentals are available at market andor discounted rates for future Parcel 9 and 7 residents While there is the prospect that a portion of the Government Center garage will be demolished in the future large portions are to remain providing continuing opportunity for monthly parking for residents and hourly arrangements for others

Zip car spaces and a car rental operation will continue to be provided at a discount at the Government Center garage

In our opinion in order to preserve parking capacity for HPA and other retail activities the development of the upper floors of Parcel 7 for future office occupancy which would absorb availshyable parking spaces should not be considered further Office development would be of particular concern to the HPA vendors whose livelihoods depend upon market operations on Friday and Saturday of each week and whose customers depend upon the availability of parking capacity and short term discounted rates at the immediate site

Program Areas Building Level Gross Building Area FAR Building Area MarketRetail (NRA) ResidentialAmenity (NRA) StorageService (NRA) Total Rentable Area

Level 0 (Basement) 9300 mdash mdash mdash 8300 8300

Level 1 23692 20084 16030 mdash mdash 59806

Level 2 20226 19521 3838 12441 mdash mdash

Level 3 16288 15599 mdash 14198 mdash mdash





Total 125058 117600 19868 83431 8300 mdash

FAR mdash 40 mdash mdash mdash mdash

Note 2000 SF of HPA storage at level 1 is not included in Level 1 NRA

11

Finally Upton + Partners is prepared to negotiate a master lease to operate the Parcel 7 parking garage for a rent equivalent to the capitalized value of net operating income in order to provide comprehensive efficient management of the operating composhynents of both Parcel 9 and Parcel 7 exclusive of the Public Market on Level 1 (See component II)

III Pushcart MarketRetail Uses Through the development of Parcel 9 Upton + Partners intends to reinforce the presence of Haymarket Pushcart Association whose ambiance we believe to be an amenity for the project by improving their operating environment As a result of lengthy discussions with the HPA we propose specifically to implement the following as a part of our development plan

IV Blackstone Street Improvements Upton + Partners is prepared to actively support the decommisshysioning of Blackstone Street as a public roadway which historically has provided parking and traffic circulation during non-market hours in favor of conversion to an area committed to pedestrians Limited traffic circulation will be permitted through a central fire lane for truck pick-up and deliveries servicing the HPA market reshytail and residential activities The public way would be managed in much the same fashion as the management of North Market Street at Faneuil Hall Marketplace today primarily a pedestrian experience

In addition Upton + Partners is committed to providing the folshylowing improvements to Blackstone Street

bull We will create visible identity signage for Market Square

bull We will provide electrical receptacles overhead radiant heat and hose bib service connections that will be located within columns and ceiling area of the setback area along the west faccedilade of the new building at street level

bull We will construct a leveling of Blackstone Street curb to curb with perimeter sidewalk replacement including the placeshyment of embedded heating coils to mitigate the accumulation of snow during winter months

bull We will provide new street lighting vertical pylons to support a variety of lighting shade and decorative fixtures bollards to delineate a censhytral fire lane way-finding signage trash receptacles and other street furniture at no additional cost to the HPA or to MDOT

bull We plan to implement improvements to provide shelter to the extent desired by HPA vendors in the form of extended awnings from building facades with weather protective skirts free-standing portable tent structures and coverings to protect stocked produce adjacent to selling areas We supshyport the concept of an open air market consistent with the character of the Haymarket as it presents itself today and has in the past

Blackstone Street - 1933

Proposed Blackstone Street

bull While we remain firm on our commitment to the improveshyments described above Upton + Partners and Howard-Stein-Hudson are prepared to work with the BRACity of Boston to secure further district-wide improvement funding in the amount of $10-$15 million or more through the new ldquoMass-Works Infrastructurerdquo program administered by the Executive Office of Housing and Economic Development in cooperation with MDOT and the Executive Office of Administration and Finance

Planning and design considerations for Parcel 9 are intended to accomplish RFP goals and other expectations

bull We will provide for interim vendor accommodation on Parcel 9 during the construction of phased improvements to Black-stone Street Options for temporary HPA vendor relocation are to pave a portion of Parcel 9 and provide for (1) a large tent structure to house temporary HPA activities or (2) vendor use of their current structures while retaining access to current storage and compactor areas with temporary power or (3) some combination of the two (See Component III)

12

V Residential Development Recognizing that the HPA has in the past been concerned about residential housing on the Parcel 9 site we will limit our program to rental housing only In this proposal we are prepared to comshymit to HPA conditions related to housing in their recent letter to MDOT We will provide prospective tenants with notification of HPA market operating hours and conditions and agree to include provisions in all tenant leases that would prohibit tenants from complaining about conditions with standing Further it shall be made clear to equity and debt sources of capital that conversion of rental units to condominium ownership shall be prohibited Finally these conditions established by the HPA will be validated by legal documentation of covenants and restrictions satisfactory to the HPA

We view the Haymarket as an amenity to residential tenants and intend to actively promote the ambiance and convenience of HPA presence as an ASSET and not a liability

The residential program on the upper floors will create approxishymately 119 units of rental housing 15 of which will be affordable The program will provide 60 smaller loft-type and 1-bedroom rental apartment units catering to the new urban dweller 40 of the program will consist of standard 1-bedroom with home office 2-bedroom and 3-bedroom units

Residential development on Parcel 9 will be set back from the building face along Blackstone Street to the extent possible Acoustical insulation by the design of building faccedilade elements will be implemented in order to minimize disturbance during HPA hours of operation particularly during evening set-up and or breakdown periods

VI Upper Floor Residential Development on Parcel 7 Upton + Partners joins the HPA in its position that the upper floors of Parcel 7 be developed not as office space but as residential rental apartments The absorption of parking capacity in the Parcel 7 garage as would be the case particularly in the event of Motor Vehicle Registry relocation to the site places unreasonable burden on not only the HPA but on other Parcel 9 and 7 retail operations As encouraged in the RFP for Parcel 9 we are offering an alternashytive to this proposal to proceed with the development of 38-40 rental apartments at the upper floors 2-5 of Parcel 7 concurrent with the developshyment of the Public Market (See Component II)

VII Trash Removal Having studied the requirements for HPA trash removal and the improvements that have been made recently since the installashytion of compactors on the current Parcel 9 site by the BRA we propose to install 3 similar compactors in the approximate locashytion of the existing compactors in the new building as a part of a combined loading dock that will also support the requirements of the Parcel 9 building during non-HPA market days In addition we propose that a 4th large compactor be placed during HPA

Urban Residential Development

market hours at the intersection of Hanover and Union Streets to service vendors located on Hanover Street Hauling would take place during non-market hours

Control of the cost of trash collection and removal is critical to the HPArsquos ability to provide produce at prices that are essential to its central mission to provide produce to the citizens of the Commonwealth who are least able to feed their families The cost of an annual license to vendors is $1000 per year which given 196 licenses generates $196000 per annum which as we understand is contributed to the cost of trash removal It is important that this cost not increase We are committed to work with related parties throughout the Market District to prevent an increase in annual fee to the HPA vendors

Finally we will seek to identify opportunities for the composting of excess organic residue

VII Storage Space The proposed design of Parcel 9 identifies two storage spaces within the new building basement space at the southwest corshyner of the site of up to 9300 square feet and Level 1 ground level space fronting on Blackstone Street of 2000 square feet Both will be interconnected by a lift operated by electric power

Upton + Partners support the Haymarket Pushcart Association and plans to enhance the Blackstone Street environment with much needed amentities

Ground Level 1 storage space of approximately 2000 square feet will have a floor-to-underside of structure vertical dimension of approximately 15 feet enabling pallets and rolled up tent comshyponents to be stored efficiently in vertical storage bins Floor-toshyceiling dimensions in the basement area will approximate 10 feet also providing for further storage opportunities

Additional storage space has been shown within Level 1 of the Parcel 7 vent building in the Parcel 7 RFP dated December 2011 In our opinion this space should be shared between the operator of the new Public Market and the HPA vendors operating off of the Parcel 7 plaza space at the east face of the vent building in the event such arrangements can be finalized

13

IV Designated HPA Market Area B COMMUNITY BENEFITS Upton + Partners is prepared to unequivocally support the presshyence of the HPA on the Parcel 7 plaza during market days While this has been an apparent subject of debate of long-standing history will show that an HPA use precedent has been established historically and that they are entitled to restore a weekly presshyence here in the future Also as a practical matter providing for relocation andor expansion of the HPA vendors to the Parcel 7 plaza reinforces the emphasis on Hanover Street at the John Fitzgerald Surface Road as the identity of a newly branded Market Square We encourage MDOT to resolve this matter in favor of the HPA as their use of Parcel 7 goes beyond the desire for additional space and is fundamental to the success of the creation of a legitimate Market Square This remains yet another element of critical linkage between Parcels 9 and 7

It is the intent of Upton + Partners to minimize displacement of current HPA vendor locations to the extent possible while recogshynizing that there may be ample room for relocation or enhanced growth in a more favorable Parcel 7 plaza location

Box van re-stocking deliveries during HPA market days are proshyposed to occur primarily along Parcel 7 frontage between New Sudbury Street and Hanover Street and at the intersection area of Hanover Union and Congress Streets near the pedestrian enshytrance to the Parcel 7 garage Some interim delivery and pick-up occurs today along North Street at the south end of Blackstone Street and is likely to continue

X Retail and HPA Food Product Compatibility Merchandizing concepts for Parcel 9 and Parcel 7 are envisioned to be complementary with HPA vendors during market days and not price point competitive While long conversations have been conducted on this matter with HPA representatives members of the Parcel 9 and 7 Advisory Committee and other interested parshyties related to Parcel 9 we believe that the designated operator of the Public Market and ORFoodEx representatives need to be included in future discussions

XI Parcel 9 Public Toilet Facilities Menrsquos and womenrsquos toilet facilities will be available within the Level 1 market areas of Parcel 9 accessible through multiple entrances from Blackstone Street Hanover Street and the John Fitzgerald Surface Road Sufficient way-finding signage will be provided in public areas

We also note that public toilet facilities are reflected in the inteshyrior of Parcel 7 improvements to be constructed by the operator of the Public Market there We support that programmatic component

bull MDOT will receive economic benefit in the form of base rent and additional future rent in addition to achieving the larger goal of completing the two decade CAT project by facilitating development which enhances the Greenway and improves the civic realm

bull The City of Boston will benefit from the development of a vacant land area in a central location with a mixed-use program of community uses that combines integrated market retail market-rate and affordable rental apartments with amenities and physical improvements to public open space creating opshyerating improvements for the Haymarket Pushcart Association

bull Increased real estate taxes will be paid annually in the amount of approximately $500000 or more to the City of Boston upon completion Additional taxes will be paid during construction

bull Affordable housing will meet the standard of 15 providing housing for middle-income families primarily from the North End neighborhood

bull The development of Market Square will generate approxishymately 600 construction jobs and provide more than 100 new permanent jobs many of which will be directed to the North End

bull The promotion of a branded Market Square will be advertised throughout the City via the Chamber of Commerce the Greater Boston Convention and Visitors Bureau local hotels and the like and will provide an anchor attraction for over 20 million visitors coming to Boston annually

bull Contract opportunities will be made available between Massashychusetts growers and the food purveyors at the Level 1 market area through our team member ORFoodEx the newly-formed food service entity using technology to link food suppliers directly with food consumers ORFoodEx will provide a conshysistent predictable and efficient food supply pipeline from Massachusetts-only growers to market tenants It is contemshyplated that ORFoodEx services will be a relevant if not critically necessary component of the operation of the Public Market on Parcel 7 after the designation of a Public Market operator (See Component III)

Specialty Foods at Market Square

14

C BUILDING AND SITE DESIGN DESCRIPTION Design Intent The design intent is to enhance and extend the Blackstone Street Market providing complementary contiguous indoor retail market space and to create a six-level residential building above The intent of site development is to create a landmark location at Market Square To accomplish these intents the building is designed to provide different faccedilade presentations to accomshymodate different circumstances

At the Blackstone Street facade the principle intent is to provide a market environment that will accommodate the needs of the HPA pushcart vendors and other market needs that may arise during other days of the week An arcade is proposed to widen Blackstone Street on the east side and to provide generous covered passage for shoppers The covered sidewalk facing southwest will admit winter sun but provide summer shade also providing protection from rain and snow during inclement weather Infrared heat installed in the arcade soffit will warm shoppers in winter while water and electrical services incorposhyrated into its columns will provide service to vendors

The ground floor will be developed for restaurant and speshycialty food retail activity complementary to outdoor activity The ground floor facade on Blackstone Street will be retractable storefront windows with multiple entries enabling interior spaces to become an integral part of the outdoor market both for the strolling pedestrian and the serious shopper

The upper level rental apartments will be set back from the ground floor with outdoor deck and amenity space facing market activities Along this faccedilade dwelling units will be generally loshycated on the third floor and above separating them from market activities to the extent possible There is a set back and material change at the 6th floor so that the brick faccedilade will be in scale with proposed buildings across the street in the Blackstone Block

The elevation facing the Rose Fitzgerald Kennedy Greenway will be visible from long distances across the park and will form a principle ldquopublic street wallrdquo helping to contain this critically important open space The building face is formally organized consistent with nearby massing and in keeping with its immedishyate neighbors the Millennium Bostonian Hotel the Dock Square Garage and the Parcel 7 vent building Historically consistent punched windows and balconies will articulate the faccedilade and allow views up and down the Greenway to the Custom House Tower the Zakim Bridge and the waterfront On this faccedilade the retail ground floor will be set back to allow outdoor sales and dining opportunities to activate the sidewalk

The faccedilade facing North Street will continue the retail frontage of the Greenway around the corner In combination with the Millennium Bostonian Hotel this facade will provide a southerly gateway to the market activities on Blackstone Street This gateshyway is a vitally important connection from Quincy Market and the outdoor activities that continue along Blackstone Street toward Market Square and Parcel 7 This location will also become an important location for signature signage

The ldquonoserdquo of the building at Hanover Street clearly marks the confluence of Hanover and Salem Streets at the focal point of Market Square This portion of the building is a visually exciting structure proposed to accommodate a two-level anchor market restaurant with an open-air sky deck above marking the center of gravity of the Market District Market activities around this focal point will be located along Blackstone Street and along Hanover Street to Union Street and on to the adjacent historic Blackstone Street on the Parcel 7 outdoor plaza area directly to the north

While no parking is contemplated within the building on Parcel 9 an automobile drop-off is contemplated at the residential entry along the Greenway It is intended that Blackstone Street be committed to pedestrian activity with exception of controlled pick-up and delivery traffic permitted to service residential retail and market needs from time to time

An illustrative site plan basement plan upper floor plans buildshying and site sections and overall building views and elevations are provided herein

Greenway Elevation

APARTMENTS SKY DECK RESTAURANT

MARKET

NorthSouth Section 0 25 50 100

EastWest Section

EXIT RAMPS

0 25 50 100

15

Floor Plans 0 30 60 120

Basement Storage Fourth-Seventh Floors Apartments

Second Floor Restaurant Third Floor Sky Deck

Ground Floor European Market 0 15 30 60

16

East Elevation From Greenway

West Elevation From Blackstone Street

17

View from Market Square at Hanover Street

View of European Market Restaurant and Sky Deck from Greenway

18

View of Haymarket Pushcart Association on Blackstone Street

View North along Greenway from North Street

19

Parcel 9 Market Building Development Schedule

D PERMITS AND APPROVALS Current zoning requirements are reflected in Article 49 of the Boston Zoning Code While our proposed development plan conforms to permitted land use FAR design guidelines and many dimensional regulations the plan does exceed the 55-foot height limit by approximately 20 feet at the North Street end of Parcel 9 As suggested by prior design recommendations to MDOT during the public meeting process the plan remains at two levels at the north end of the site and seven levels at the south end of the site The scale at the south end of the site is consistent however with adjacent hotel and parking garage structures on North Street while the proposed building FAR area remains within the permitted FAR of 40

Upton + Partners will undertake the MEPA and City of Boston Article 80 review process We anticipate that with the level of past scrutiny on the site by MDOT the BRA the Parcel 9 Advisory Committee both reviews may be completed within 8-9 months

We anticipate working with the normal State and City agencies and departments such as the Boston Redevelopment Authority Massachusetts Department of Transportation the MBTA Boston Fire Department the Inspectional Services Department the Transportation Department the Department of Public Works the Massachusetts Historical Commission the Boston Landmarks Commission the Boston Parks and Recreation Department the State of Massachusetts Architectural Access Board and others We have worked with all of these agencies in the past at the city state and national levels

We have undertaken a detailed structural study of the tunnel conditions that underlie the site We have concluded that founshydation design over existing tunnel sections and over the balance of the site is economically feasible Completed construction documents however will be reviewed with MDOT the Federal Highway Administration the BRA the PIC and other pertinent State and City agencies and will be consistent with FHWA AASshyHTO MDOT and Massachusetts Building Code standards

The project will be developed in conformance with the City of Boston Inclusionary Housing Policy which reserves 15 of the residential units for households earning 120 or less than the area median income

The project design will respect the commitments of the CAT EIR including pedestrian requirements of the Central Artery Corridor the Greenway Corridor Planning Study ground water maintenance strategies and State of Massachusetts and City of Boston accessibility and design guidelines

As has been the case for the past 18 months we will continue to meet and maintain dialogue with members of the Haymarket Pushcart Association the Parcel 7 amp 9 Advisory Committee representatives of the Rose Fitzgerald Kennedy Greenway Conshyservancy representatives of adjacent properties the North End Chamber of Commerce and members of the North End Bulfinch Triangle West End Government Center and Beacon Hill comshymunities We have established and maintained relationships with representatives of all of these groups over the past three years

E SCHEDULE Depending upon the time required for lease negotiation and Arshyticle 80MEPA permitting the duration of the project inclusive of proposed housing on the upper floors of Parcel 7 is anticipated to take 26-33 months

F SEQUENCING OF CONSTRUCTION Construction phasing of the the project would be sequenced as follows (1) temporarily relocate of the HPA to Parcel 9 (2) construct improvements to Blackstone Street (3) relocate HPA back to Blackstone Street with temporary storage facilities at the north end of the Parcel 7 exterior plaza (4) construct the Parcel 9 building and (5) occupy the new Parcel 9 building Blackstone Street Hanover Street and the exterior plaza at Parcel 7

The opening of the Public Market at Level 1 of Parcel 7 would proshyceed in accordance with its independent development schedule to be confirmed by the designated operator Proposed housing on the upper floors of Parcel 7 would proceed in accordance with the Public Market schedule


Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection

Development Agreement

Lease Negotiation

Permits and Approvals

Architectural Design

HPA Relocation

Construction

Tenant Improvements

Parcel 7 Lease Negotiation

Parcel 7 Architectural Design

Parcel 7 Interior Construction

bid construction

20

TABLE OF CONTENTS

1 PROPOSAL FORM 4 (RFP SCHEDULE 1)

2 SECTION 40J DISCLOSURE 5 (RFP SCHEDULE 3)

3 DEVELOPMENT TEAM 6 Development Entity 7 Team Members 8

4 DEVELOPMENT APPROACH 9 A Development Program 11

Program Areas Land Uses Parking Pushcart MarketRetail Uses

B Community Uses and Benefits 14

C Building and Site Design Description 15 Design Drawings Design Intent Site Plan Basement Plan Ground Floor Plan Upper Floor Plans Building and Site Sections Overall Building Views and Elevations

D Permits and Approvals 20

E Schedule 20

F Sequencing of Construction 20

The Market District

NORTH END NEIGHBORHOOD

ROSE KENNEDY FITZGERALD KENNEDY GREENWAY

QUINCY MARKET

GOVERNMENT CENTER

7

9

EXECUTIVE SUMMARY The development of Parcel 9 provides a rare opportunity to creshyate vital linkage within the new Market District Combined with the Public Market to be developed on Parcel 7 and the creation of a Market Square at Hanover Street this development will creshyate a continuous integrated Market District uniting Faneuil Hall Marketplace Government Center the North End the Bulfinch Triangle West End and Beacon Hill neighborhoods and the Greshyenway with retailers in the Bulfinch Triangle and in the future at the Government Center garage site

The emphasis on upper level residential development will assure 247 activation of the Greenway edge while its location at the nexus of Salem and Hanover Streets along with its Italian-themed market and eatery will provide a new dlandmark along the greshyenway

We strongly support the Haymarket Pushcart Association and see the enhancement and extension of their weekly outdoor market as a vital part indeed a unique and complementary feature of the new Market District

Key objectives of the development of Parcel 9 are

bull Creation of seamless complementary linkages between Parcel 9 and Parcel 7 Public Market development as the foundation of the new Market District

bull Mixed-use development combining 119 new residential units and 22000 SF of specialty food market with pedestrian improvements to Blackstone Street

bull Creation of a thriving activity center and extension of the historic North End neighborhood

bull Creation of an exceptional design by CBT also the project architect for the Parcel 7 Public Market

bull Developer contribution of $21 million of public improvements to the benefit of the Haymarket Pushcart Association operashytions as the major anchor attraction of Market Square

bull Solicitation of $15 million of MassWorks Infrastructure funding for exterior improvement throughout the Market District

bull Development of 18 affordable rental apartments

bull Creation of 600 construction jobs and 100 permanent jobs

bull Real estate taxes to be paid to the City of Boston

bull Offering of priority leasing and employment opportunities to North End residents

bull Direct access of hundreds of Massachusetts growers to food market operations on Parcel 9 thru ORFoodEx

bull Management by a strong development team experienced with complex permitting urban construction logistics and civic project execution in downtown Boston

2





March 9 2012



Dedham

199 Lowder St

781 386 9997


617 326 9120

MA 02026

4



Massachusetts

Walter C Upton

X


Walter C Upton

John R Upton

William Locke

John Moriarity





March


2

9

Walter C Upton

See Above

5

3 Development Team








6








7

















8

OUTDOOR MARKET


OUTDOOR MARKET












MARKET SQUARE

T

P


9
















10

I





















Total 125058 117600 19868 83431 8300 mdash



11















12















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20





March 9 2012



Dedham

199 Lowder St

781 386 9997


617 326 9120

MA 02026

4



Massachusetts

Walter C Upton

X


Walter C Upton

John R Upton

William Locke

John Moriarity





March


2

9

Walter C Upton

See Above

5

3 Development Team








6








7

















8

OUTDOOR MARKET


OUTDOOR MARKET












MARKET SQUARE

T

P


9
















10

I





















Total 125058 117600 19868 83431 8300 mdash



11















12















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20



Massachusetts

Walter C Upton

X


Walter C Upton

John R Upton

William Locke

John Moriarity





March


2

9

Walter C Upton

See Above

5

3 Development Team








6








7

















8

OUTDOOR MARKET


OUTDOOR MARKET












MARKET SQUARE

T

P


9
















10

I





















Total 125058 117600 19868 83431 8300 mdash



11















12















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20

3 Development Team








6








7

















8

OUTDOOR MARKET


OUTDOOR MARKET












MARKET SQUARE

T

P


9
















10

I





















Total 125058 117600 19868 83431 8300 mdash



11















12















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20








7

















8

OUTDOOR MARKET


OUTDOOR MARKET












MARKET SQUARE

T

P


9
















10

I





















Total 125058 117600 19868 83431 8300 mdash



11















12















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20

















8

OUTDOOR MARKET


OUTDOOR MARKET












MARKET SQUARE

T

P


9
















10

I





















Total 125058 117600 19868 83431 8300 mdash



11















12















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20

OUTDOOR MARKET


OUTDOOR MARKET












MARKET SQUARE

T

P


9
















10

I





















Total 125058 117600 19868 83431 8300 mdash



11















12















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20
















10

I





















Total 125058 117600 19868 83431 8300 mdash



11















12















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20

I





















Total 125058 117600 19868 83431 8300 mdash



11















12















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20















12















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20















13















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20















14










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20










Greenway Elevation


MARKET


EastWest Section

EXIT RAMPS

0 25 50 100

15





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20





16



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20



17



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20



18



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20



19













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20













Month Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Activity

Developer selection


Lease Negotiation



HPA Relocation

Construction

Tenant Improvements




bid construction

20

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