12 July 2013 Ben Lynch Program Chief Waterways Regulation Program Department of Environmental Protection One Winter Street, 5th Floor Boston, MA 02108 ATT: Andrea Langhauser RE: Waterways License Application No. W13-3904-N Block B- Seaport Square, South Boston Dear Mr. Lynch: The Boston Harbor Association, a non-profit, public interest organization founded in 1973 by the League of Women Voters and the Boston Shipping Association to promote a clean, alive, and accessible Boston Harbor, is in receipt of the Chapter 91 License Application for Block B, Seaport Square, South Boston filed by Boston Global Investors and WS Development. The Boston Harbor Association (TBHA) has closely followed the proposed 6.3 million square feet Seaport Square project, the largest proposed development in New England. TBHA commented extensively during the South Boston Municipal Harbor Planning process, during the MEPA process, and during the project's Phase I Waiver request. We have been very supportive of the overall Seaport Square project, particularly because of the promised public amenities which have been an integral part of the approval processes at the state and city levels. The project proponent briefed TBHA on plans for Block B of the project in June 2013, and we attended the 26 June 2013 public hearing on the Chapter 91 License Application. While the License Application is only for Block B (bounded by Northern Avenue, New Sleeper Street, Seaport Blvd., and adjacent Block C), the proponent plans to develop it concurrently with Block C. Uses will include 269,000 square feet of publicly-accessible retail on floors one to three; two residential towers, each 19 stories above the retail, containing 775 rental units; 364,000 square feet of underground parking with 750 parking spaces on three floors; and 49,000 square feet of public open space. Our comments follow:

CHAPTER 91 TIDELANDS SUBJECT TO LICENSING 10,470 square feet of the 44,500 square foot Block B is located over filled tidelands subject to the licensing provisions of Chapter 91. Of the 10,470 square feet within Chapter 91 jurisdiction, 6,730 square feet will be for retail uses, 1,860 square feet will be

for loading facilities (for both retail and residential occupants), and approximately 1,880 square feet will be the parking ramp to all of the below-grade parking for residents and visitors. At the 26 June 2013 public hearing, the proponent indicated that the 1,860 square feet for loading facilities is for all loading and unloading activities in Blocks B and C. This can include daily retail and restaurant deliveries, residential deliveries and moves, trash removal, maintenance activities, and so on for the 122,000 square feet of retail space and 350 residential units on Block B and the 147,000 square feet of retail and 425 units (approximately 390,000 square feet) on Block C. The only ingress and egress for the 750 car, three-level parking facility will be via a driveway off of New Sleeper Street on Block B within Chapter 91 jurisdiction. As stated at the public hearing, we are extremely concerned about the potential safety conflicts between pedestrians/families with children/cyclists and trucks/vans/automobiles using the only ingress and egress for loading facilities and the only driveway for the parking facility. While the tidelands portion of the two-acre Block B and Block C sites is relatively small, both the loading facilities and the driveway for all of the parking are proposed solely on Chapter 91 tidelands. Consistent with Chapter 91 regulations at 9.53 which states that a "non water-dependent use project that includes fill or structures on Commonwealth Tidelands...must promote public use and enjoyment of such lands to a degree that is fully commensurate with the proprietary rights of the Commonwealth therein, and which ensures that private advantages of use are not primarily but merely incidental to the achievement of public purpose", we ask that the License require the proponent to relocate the only loading facilities for Block B and Block C and the only parking driveway for the 750-car garage for Block B and Block C to any of the other three sides of the two-acre site outside of Chapter 91 jurisdiction (which would be more than 80% of the site). CONSISTENCY WITH SECRETARY'S CERTIFICATES ON SEAPORT SQUARE The Environmental Secretary's Certificates on Seaport Square's 2008 Phase 1 Waiver Request, Seaport Square's 2009 Notice of Project Change, Seaport Square's 2009 Draft Environmental Impact Report, and the Secretary's 2010 Certificate on the Final Environmental Impact Report/ Public Benefits Determination have been consistent regarding the open space requirements for the project, and specifically the early action public benefit of public open space on Parcel E consistent with Commonwealth Tidelands Open Space standards. To date, the required early action public benefit on Parcel E proposed by the proponent and included in the Secretary's Decisions has not been fulfilled. Unfortunately, this will affect the proponent's ability to commence construction, given the "Enforcement of Public Benefits" clause in the Secretary's 13 August 2010 Public Benefits Determination. Approval of Seaport Square's Phase 1 Waiver: In granting a Phase 1 Waiver, the Environmental Secretary's 17 September 2008 Final Record of Decision stated: "Pursuant to the Secretary's Decision on the SBMHP (South Boston Municipal Harbor Plan), the

Proponents are required to provide 9,742 sf of public open space in conjunction with the Phase 1 development. The Proponents have identified the SBMHP Parcel E as a potential location for the required open space. Parcel E consists of approximately 8,075 sf of open space that was "banked" in the SBMHP as open space offsets for future Seaport Square development projects. In addition, the Proponents have proposed improvements to Old Sleeper Street... Of the approximately 8,096 of open space on Old Sleeper Street, at least 50 percent is proposed to be publicly accessible. Parcel E, in combination with open space on Old Sleeper Street, would provide approximately 16,981 sf of open space which is greater than what is required for Phase 1 in accordance with the Chapter 91 regulations" (page 7 of 17 September 2008 Decision). The Secretary's approval of the Phase 1 Waiver further stated: "As part of the Chapter 91 Licensing process, the Proponents must ensure that Block E meets the open space standard for Commonwealth Tidelands and that it is compatible with the adjacent Children's Wharf Park, which is currently undergoing a planning and landscape design process to develop a signature waterfront park. The Proponents will be required to provide public amenities as part of the Phase 1 project. I direct the Proponents to suggested public amenities outlined in the Boston Harbor Association's comment letter in the EENF" (page 8 of the 17 September 2008 Decision). The granting of the Phase 1 Waiver was due in part to the fact that the amount of open space (Parcel E Park and improvements to Old Sleeper Street) provided as part of Phase 1 development would exceed what is normally required under Chapter 91 regulations. As noted above, the granting of the Waiver was further conditioned that the Chapter 91 Licensing process ensure that Block E meets the open space standard for Commonwealth Tidelands. Secretary's Certificate on Final Environmental Impact Report: In response to public suggestions and at the direction of the City of Boston and the Boston Redevelopment Authority, new early action benefits were included by the proponent in its 30 June 2010 Final Environmental Impact Report (EIR). Section 1.2.5.1 Project Phasing of the Final EIR states: "Since the DEIR, the Project phasing has been defined in more detail (see Section 1.2.3 for a phasing schedule). In addition, the phasing of the public benefits has been changed. Most public benefits are associated with the development of particular Blocks. However, four early action public benefits will be commenced by the end of 2011, and are identified in Section 1.2.1. These early action public benefits include the Block Q Active Open Space, Block K Innovation Space, Parcel E at Children's Wharf Park, and an Interim Pedestrian Connection to the ICA" (page 1-44 of the Final EIR). Page 1-8 of the Final EIR reiterates, "Seaport Square will offer significant public realm benefits. Certain early action public benefits will now be commenced by the end of 2011. These early action public benefits include: ---Improvements on Parcel E at Children's Wharf Park (see Section 1.2.4.1 for a more detailed description)..."

Based on these new commitments proposed by the proponent, the Secretary's 13 August 2010 Certificate on the Final EIR reads: "Access to (and From the Water) As part of the project, the Proponent will contribute to improvements to "Parcel E" (as designated in the South Boston MHP) at the Children's Wharf Park. This parcel is outside of, but adjacent to, the project site, and this work will be undertaken as an early action item and will be commenced in 2011. As suggested by TBHA, I strongly encourage the Proponent to complete this work by the end of 2011 so that the general public can enjoy this site as soon as possible" (page 7, 13 August 2010 Certificate). Secretary's Certificate on the Public Benefits Determination: The Secretary issued the Certificate for the Public Benefits Determination on 13 August 2010. The Certificate reads in part: "As part of the project, the Proponent will contribute to improvements to "Parcel E" (as designated in the South Boston MHP) at the Children's Wharf Park. This parcel is outside of, but adjacent to, the project site, and this work will be undertaken as an early action item and will be commenced in 2011. As suggested by TBHA, I strongly encourage the Proponent to complete this work by the end of 2011 so that the general public can enjoy this site as soon as possible." The Secretary's Public Benefits Determination includes a section on "Enforcement of Public Benefits" which requires the proponent to submit to the Department of Environmental Protection a Notice of Intent to Commence Construction in Landlocked Tidelands, consistent with the following: "The first such Notice of Intent to Commence Construction that is submitted should also confirm that the so-called early action public benefits have been undertaken or are projected to commence on scheduled (as applicable)" (page 6, Secretary's Public Benefits Determination).

CONSISTENCY WITH CHAPTER 91 OPEN SPACE STANDARDS Following the Proponent's submission of the 2010 Final Environmental Impact Report which included four "early action public benefits", the Environmental Secretary incorporated all four early action public benefits into the FEIR Certificate as well as into the Public Benefits Determination. Page 6 of the Chapter 91 License Application for Block B accurately describes the 2013 completion of three of the four "early action public benefits", all three of which greatly enhance the South Boston Innovation District. Completion of Parcel E Consistent with Open Space Standards for Commonwealth Tidelands: Discussion of Parcel E in the 7 June 2013 Chapter 91 License Application for Block B reads as follows: "Parcel E: Parcel E is an approximately 8,000 SF parcel of land located adjacent to Children's Wharf Park near the SE corner of the intersection of Seaport Boulevard and Sleeper Street. As part of the Seaport Square Masterplan approval, this land was to be improved and integrated into the operation of Children's Wharf Park. MS Boston Seaport LLC, the master plan developer of the Seaport Square project has committed funds to cover the cost of improvements within Parcel E, and is currently working with the Boston Children's Museum on a revised design for the entire Children's Wharf Park area

immediately north of the Children's Museum. A concept plan for this work has been developed and presented to and approved by the BRA. The Museum is currently in the midst of fundraising for the remaining scope of proposed improvements within Children's Wharf Park but outside of Parcel E. It is anticipated that work will commence on these improvements in late 2013 with the final schedule determined by the Museum's ability to raise the necessary funding from corporate and private donors" (pages 6-7 of Block B Chapter 91 License Application). Discussion of a master planning and landscaping process by the proponent go back at least five years to 2008, when the proponent filed for a Phase 1 waiver (see citations above related to Phase 1 Waiver request). During the past 18 months, the Proponent has assisted and paid for the development of plans for Parcel E and Children's Wharf Park. In an effort to be a good neighbor to the project proponent who is responsible for ensuring that Parcel E meets open space standards for Commonwealth Tidelands, the Boston Children's Museum has attempted to raise $2 million for the construction of an enhanced park and an endowment to support the $100,000 annual maintenance. In spite of best efforts during its 100th anniversary year, the not-for-profit educational museum has not been able to raise anywhere near the amount needed for the construction and maintenance of an enhanced Children's Wharf Park. The Secretary's Certificate for Seaport Square's Final EIR, as well as the Secretary's Public Benefits Determination for commencement to construct in landlocked tidelands for Seaport Square, make clear that the Department of Environmental Protection is the entity to enforce the public benefits and early action public benefits which were to have commenced in 2011 by the project proponent. Accordingly, consistent with the Secretary's Certificates for Seaport Square, we ask that the Waterways Regulation Program require the following of the proponent: Within 30 days of the close of the comment period for Block B Chapter 91 License Application and consistent with the Secretary's Certificates regarding the "early action public benefit", submit final design and landscaping plans for Parcel E that ensure consistency with open space standards for Commonwealth Tidelands; Within 45 days of the close of the comment period for Block B Chapter 91 License Application and consistent with the Secretary's Certificates regarding the "early action public benefit", submit documentation between the project proponent and the Boston Children's Museum indicating that the project proponent will move forward on plans for Parcel E to ensure consistency with open space standards for Commonwealth Tidelands; Within 45 days of the close of the comment period for Block B Chapter 91 License Application and consistent with the Secretary's Certificates regarding the "early action public benefit", submit documentation of the contractor(s) retained to complete the work, as well as the schedule and completion date in 2014 (three years later than what had been stated in the proponent's Final EIR and required in the Secretary's Certificates);

Once all of the above have been received and approved by the Department, it would then appear appropriate to consider the "Notice of Intent to Commence Construction" required in the Secretary's Public Benefits Determination section on "Enforcement of Public Benefits"; Within 180 days of the close of the comment period for Block B Chapter 91 License Application, submit a draft operations and maintenance plan to the Department. We ask that the draft also be provided to commenters of the Chapter 91 License Application and any residents or members of the general public who request a copy so that they can submit comments to the Department. Residential Amenities within Chapter 91 Jurisdiction: Within the Block B Chapter 91 License Application, there is a single sentence which states: "In addition, Block B may include residential amenities including patio seating on the rooftop of the retail podium within Chapter 91 jurisdiction" (page 8 of the License Application). Figure 17, the last figure in the project attachments, is entitled "Residential Balcony Diagram" and shows a potential balcony area of up to 1,200 sq. ft. total within Chapter 91 jurisdiction. It appears from Figure 17 that 120 sq. ft. of potential balcony area per floor would be within Chapter 91 jurisdiction. In looking at the potential shadow area that may be created on the podium, we believe that this is relatively insignificant and does not establish a major precedent. We ask that this residential amenity be noted in the Chapter 91 License, but do not believe that it creates a major impact upon public spaces as any shadow impact would be on the retail podium, not the ground level where pedestrians would be located. Courthouse Square: A primarily hardscape open space area is proposed between Block B and Block C for public use. This area will have moveable seating as well as tables for patrons of restaurants and cafes. We support having such spaces for the general public, regardless of patronage, and urge some shade from new trees and plantings during the summer months.

GROUND FLOOR USES At the 26 June 2013 public hearing, the proponent indicated a potentially wide range of uses, such as retail fashion, cinema, grocery, restaurants and cafes, with a range of price points. We are supportive of the mix of ground floor retail uses being pursued by the project proponent. The Chapter 91 License Application states that public restrooms for the general public will be located either in Block B or Block C. The License Application also states, "The Proponent may designate restrooms located within one of the proposed restaurants as publicly accessible to meet this criterion. Appropriate signage will be provided" (page 9 of the License Application).

To ensure enforceability, we ask that the public restrooms be located within Block B as part of the Chapter 91 License (Block C is not within Chapter 91 jurisdiction). Public restrooms as part of the Chapter 91 License need to be available to the general public regardless of patronage. There isn't another location within Chapter 91 jurisdiction where restrooms for the general public, regardless of patronage, are within restaurants. The nearby One Marina Park Drive building on the Fan Pier has a restroom in the lobby (signage on the outside) separate from the restrooms of its ground floor restaurants, while 470 Atlantic Avenue and the Marriott Long Wharf Hotel both have restrooms for the general public directly accessible from the HarborWalk. Experience in other parts of the city have shown that restrooms within restaurants originally designed for the public over time become limited only to patrons.

LICENSE TERM The project proponent is asking for a license term of 99 years due to the expected life of improvements to be made on Block B, financing requirements, and the long-term nature of the uses proposed. As part of an extended term of 99 years, the Proponent proposes to make a one-time $25,000 donation to the Children's Museum for future open space improvements separate from previous commitments for Parcel E (page 23 of License Application). As presently proposed, we believe that the project needs to make modifications before an extended term of 99 years is considered. As stated above, a good portion of Block B within Chapter 91 jurisdiction is dedicated to driveways and loading docks, which creates serious conflicts between families with children/pedestrians/cyclists who wish to use the tidelands portion of the site (which is closest to the Children's Museum and to the Fort Point Channel) and trucks/vans/automobiles. Second, the $25,000 donation does very little to enhance open space improvements at Children's Wharf Park (it would not even cover four months of annual maintenance). Until the above two issues are resolved, we suggest no more than a 45-50 year license term, consistent with other projects in the area.

CLIMATE CHANGE ACTION We commend the project proponent for looking at climate change preparedness for the proposed site. The License Application states that all pedestrian entrances, vehicular entrances, ventilation intakes and exhaust will be elevated MHHW +5.5 feet, with retail entrances above MHHW+6 feet, and residential lobbies above MHHW+7 feet. Several rapidly deployable barrier systems will be used at retail entrances, as well as barrier systems for the entire width of the garage opening. Emergency generators will be located on the retail podium rooftops and/or tower rooftops, and HVAC systems for the residential component will be above the retail podium level.

We urge the proponent to continue to examine ways to protect the NSTAR-supplied switch, NSTAR-supplied transformers, and main switchboards, which are proposed on the P1 level of the garage, for residents and retail tenants. Also, further analysis is necessary as it is not clear how vents for the three-level underground parking will be protected from severe flood water intrusions. With regards to climate change mitigation designed to reduce greenhouse gas emissions, we urge the proponent to provide additional trees to offset the hardscape spaces, consistent with Boston Mayor Thomas Menino's call for 100,000 new trees by 2020 to cool Boston neighborhoods. Opportunities to reduce single automobile usage through support of water transportation to the area, as well as significant number of spaces for shared-vehicles (such as Zipcars) should be encouraged. The proponent is currently a supporter of Hubway shared bikes at its facilities, and we anticipate continued support by the proponent of shared bike programs. We look forward to the completion of Block B project, consistent with the satisfactory resolution of the above issues. Thank you for your consideration. Sincerely, Vivien Li President The Boston Harbor Association