February 2, 2016

BY EMAIL AND HAND DELIVERY

Commonwealth of Massachusetts Executive Office for Administration and Finance State House, Room 272 Boston, Massachusetts 02133 Attn: Elizabeth Thorne, Director of Debt Management and Special Finance Programs

Re: Massachusetts Infrastructure Investment Incentive Program

Dear Liz:

Notth Point Amended and Restated Preliminary Economic Development Proposal Cambridge, Massachusetts

On behalf of DW NP Propetty, LLC (together with its affiliates, "Divco") and Efekta House, Inc. (together with its affiliates, "EF"), we are pleased to submit for your review the enclosed Amended and Restated Preliminary Economic Development Proposal (the "PEDP") in accordance with the provisions of Chapter 293 of the Acts of 2006, as amended by Chapter 129 of the Acts of2008, and Chapter 238 of the Acts of2012, and Chapters 52 and 287 of the Acts of 2014, and its implementing regulations (80 I CMR 51.00). The project described in the PEDP (the "Pro ject"), is jointly proposed by Divco and EF, owners of the Pmject site (the "Site"). This PEDP supplements the Preliminary Economic Development Proposal submitted on August 1, 2014, and the Preliminary Approval Letter issued on January 7, 2015.

With EF's construction of its new North American Headquarters and the renovation of Hult International Business School, the revitalization of the North Point neighborhood has begun. The development is poised to accelerate with the recent completion of the Twentyl20 building and the purchase of the remainder of the Project site by Divco, a privately owned real estate investment firm based in San Francisco and Boston. Divco's real estate team has the resomces and experience to execute on its plan to bring high-tech office and lab users to the Site and make the vision of a revitalized North Point neighborhood a reality. Divco and EF will collectively redevelop an economically underutilized, partially developed Site into a vibrant new mixed-use neighborhood, bringing significant benefits to the cities of Cambridge, Somerville, Boston, and the Commonwealth as a whole.

In order for these benefits to be realized, however, 1-Cubed funding is necessary to support the creation and upgrade of a significant amount of impmtant transportation and utility infrastructure systems. At present, as has been well documented over the course of many years, the Site is largely devoid of infrastructure and lacks key road, bicycle and pedestrian connections to East Cambridge, Somerville, and Boston. Together with private investments from Divco and EF, the 1-Cubed funds will provide, among other things, (1) a major sewer connection and

system upgrade for the Notth Point neighborhood; (2) significant new roadway and utility infl'astructure upgrades and improvements; (3) new and safer bicycle and pedestrian connections from the Site to public transportation, East Cambridge, Somerville, and Charlestown; and (4) new public open spaces for the growing community. With 1-Cubed funding, the Site, located at the nexus of three densely populated and economically impottant Inner Core cities, can fulfill its potential as a new commercial, cultural, educational, and community center for the twenty-first century, advancing the Commonwealth's policies favoring smati growth and transit-oriented development, generating state tax revenue, and creating new transit-accessible permanent jobs.

As set forth in the PEDP, the Project will include approximately 2,695,000 sf of office, lab, educational, and other commercial uses (including up to approximately 300,000 sf of retai 1). In addition, the Project will include a total of approximately 2,300 new residential units. Because of EF's decision to remain at the Site, which came after commitments from the Commonwealth to fund necessary new and improved infrastructure, the Project is already producing revenue to support the anticipated annual debt service of approximately $1.6 million for issuance of $25 million in 1-Cubed bonds, well in excess of the debt service ratio requirements set forth in the 1-Cubed regulations.

We will follow up in the near term with additional materials to be provided under separate covet·. We understand that the enclosed PEDP (and any supplementary materials or data submitted in connection with the proposal) will remain confidential and that any confidentiality agreements needed will be prepared and signed by the parties.

We appreciate the time that you and your team have spent on this Project to date, and look fotward to discussing this application with you more fully during our meeting on February 41

h • Thank you.

as authorize signatory ofDW NP GP, LLC, the general pattner of OW NP Holdings, LLC, the sole member ofDW NP Property, LLC.

Enclosures

cc: Secretary Kristen Lepore Rebecca Sullivan, MassDevelopment John Markowitz, MassDevelopment

Martha Doyle, President Efekta House, Inc.

North Point

Cambridge, Massachusetts --Nim

Amended and Restated Preliminary Economic Development Proposal

February 2, 2016

Amended and Restated

Preliminary Economic Development Proposal

February 2, 2016

North PointCambridge, Massachusetts

Table of Contents SECTION 1 EXECUTIVE SUMMARY 3 SECTION 2 — PROJECT TEAM 10

2.1 Sponsorship Information and Contact Information 10 2.2 Relevant Experience of the Developer — Selected Projects 12 2.3 References from Government Officials on Similar Development Projects 15

SECTION 3 — PROJECT DESCRIPTION AND PROJECT TIMELINE 16 3.1 Existing Conditions 16 3.2 Vision 16 3.3 Project Description 17 3.4 Consistency with the Commonwealth's Sustainable Development Principles 21 3.5 Compliance with Zoning & Status of Permitting 23 3.6 Project Schedule 25 3.7 Project Costs and Financing 25

SECTION 4 — PUBLIC INFRASTRUCTURE IMPROVEMENTS 27 4.1 Boundaries of the Proposed Economic Development District and Proposed Assessment

Parcel 27 4.2 Need for and Benefits of Public Infrastructure Improvements 29 4.3 Proposed Public Infrastructure Improvements 30 4.4 Ownership of Public Infrastructure Improvements and Public Bidding 34 4.5 Need for I-Cubed Funding for Public Infrastructure Improvements 34

SECTION 5 — PROJECTIONS OF NEW STATE TAX REVENUES 36 5.1 Summary of Economic Activity Prior to Redevelopment 36 5.2 Summary of Current and Anticipated Project Occupants 36 5.3 New State Tax Revenue from the Project 36

SECTION 6 — COMPLIANCE WITH DEBT SERVICE AND OTHER I-CUBED REQUIREMENTS 38

6.1 Certification of the Proponent Confirming Project Requirements 38 6.2 Funding of the Municipal Liquidity Reserve 38 6.3 Security for Completion 38 6.4 Allocation of Responsibility for Local Infrastructure Development Assistance 39 6.5 Requested Waivers from the I-Cubed Regulations 39 6.6 Assumptions 39

APPENDICES 43

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Table of Contents

SECTION 1 EXECUTIVE SUMMARY ....................................................................................... 3 SECTION 2 – PROJECT TEAM ................................................................................................. 10 

2.1  Sponsorship Information and Contact Information ........................................................ 10 2.2  Relevant Experience of the Developer – Selected Projects ........................................... 12 2.3  References from Government Officials on Similar Development Projects ................... 15 

SECTION 3 – PROJECT DESCRIPTION AND PROJECT TIMELINE ................................... 16 3.1  Existing Conditions ........................................................................................................ 16 3.2  Vision ............................................................................................................................. 16 3.3  Project Description ......................................................................................................... 17 3.4  Consistency with the Commonwealth’s Sustainable Development Principles .............. 21 3.5  Compliance with Zoning & Status of Permitting ........................................................... 23 3.6  Project Schedule ............................................................................................................. 25 3.7  Project Costs and Financing ........................................................................................... 25 

SECTION 4 – PUBLIC INFRASTRUCTURE IMPROVEMENTS ........................................... 27 4.1  Boundaries of the Proposed Economic Development District and Proposed Assessment

Parcel.............................................................................................................................. 27 4.2  Need for and Benefits of Public Infrastructure Improvements ...................................... 29 4.3  Proposed Public Infrastructure Improvements ............................................................... 30 4.4  Ownership of Public Infrastructure Improvements and Public Bidding ........................ 34 4.5  Need for I-Cubed Funding for Public Infrastructure Improvements .............................. 34 

SECTION 5 – PROJECTIONS OF NEW STATE TAX REVENUES ........................................ 36 5.1  Summary of Economic Activity Prior to Redevelopment ............................................. 36 5.2  Summary of Current and Anticipated Project Occupants .............................................. 36 5.3  New State Tax Revenue from the Project ...................................................................... 36 

SECTION 6 – COMPLIANCE WITH DEBT SERVICE AND OTHER I-CUBED REQUIREMENTS ........................................................................................................................ 38 

6.1  Certification of the Proponent Confirming Project Requirements ................................. 38 6.2  Funding of the Municipal Liquidity Reserve ................................................................. 38 6.3  Security for Completion ................................................................................................. 38 6.4  Allocation of Responsibility for Local Infrastructure Development Assistance ........... 39 6.5  Requested Waivers from the I-Cubed Regulations ........................................................ 39 6.6  Assumptions ................................................................................................................... 39 

APPENDICES .............................................................................................................................. 43 

SECTION 1 EXECUTIVE SUMMARY

For more than 100 years, the North Point neighborhood of East Cambridge was an industrial workhorse and bustling transportation hub, serving a vital need for rail service at the intersection of three "Inner Core" cities — Cambridge, Boston, and Somerville! However, with the decline of freight railroading, the North Point neighborhood has been underutilized for more than thirty years. Located near the intersection of Monsignor O'Brien Highway and the Gilmore Bridge, adjacent to the Lechmere MBTA multi-modal transit station, the ongoing redevelopment of the proposed North Point Economic Development Project (as further described herein, the "Project") will transform a largely underutilized 34.5-acre industrial site (the "Site" or "Project Site") — only a small portion of which has been developed — into a vibrant, mixed-use neighborhood. Other than the area nearest the Charles River, which has been developed into the North American Headquarters for EF Education First (together with its affiliates, "EF"), the Site is largely devoid of infrastructure and lacks key road, bicycle and pedestrian connections to East Cambridge, Somerville, and Boston. Nearby roadways are unable to accommodate current and anticipated traffic volumes associated with desirable redevelopment, and existing sewer and other utility systems cannot support sustainable growth.

On August 3, 2011 (the "Decision Date"), based on commitments from the Commonwealth to fund public infrastructure improvements in the North Point neighborhood, EF decided to remain and expand at its location.' With EF's recent renovation of its original property to include the Hult International Business School (referred to herein as "EF1") and the construction of its new North American Headquarters (referred to herein as "EF2"), the revitalization of the North Point neighborhood has begun. If not for EF's decision to remain in the Commonwealth, EF would have relocated out of the area, thereby costing the region all of the jobs provided by EF1 and EF2. Instead, the development of the Site is poised to accelerate with the recent completion of the Twenty120 building and the purchase of the remainder of the Project Site by DW NP Property, LLC (together with its affiliates, "Divco") an affiliate of DivcoWest, a privately owned real estate investment firm based in San Francisco and Boston, which will lead the "NorthPoint" portion of the Project. Divco's real estate team has the resources and experience to execute on its plan to bring high-tech office and lab users to the Site and make the vision of a revitalized North Point neighborhood a reality. Divco and EF will collectively redevelop an economically underutilized, partially developed Site into a vibrant new mixed use neighborhood, bringing significant benefits to the cities of Cambridge, Somerville and Boston, and the Commonwealth as a whole.

1 See Metro Future Regional Plan prepared by the Metropolitan Area Planning Council, dated May 2008. 2 This decision was tied to the enactment of Chapter 88 of the Acts of 2011, which authorized certain state actions in connection with the development of the EF campus, and commitments from the Commonwealth to fund infrastructure improvements in the North Point neighborhood. As set forth in an email dated January 7, 2015, from Catia Sharp of the Executive Office for Administration and Finance, which transmitted a Preliminary Approval Letter in connection with the Project, pursuant to that certain Preliminary Economic Development Proposal submitted by CJUF III NorthPoint LLC and Efekta House, Inc. on August 1, 2014 (the "Initial PEDP"), the Commonwealth "consider[s] the EF jobs retained." This PEDP uses the Decision Date as the date from which the Project began to generate New Revenue, which is generally consistent with the definition of "New Revenue" set forth in the I-Cubed Regulations (See 801 CMR 51.02). A copy of the email and a previously filed Memorandum documenting EF's decision to remain and expand in North Point is provided in Appendix I, attached hereto.

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SECTION 1 EXECUTIVE SUMMARY

For more than 100 years, the North Point neighborhood of East Cambridge was an industrial workhorse and bustling transportation hub, serving a vital need for rail service at the intersection of three “Inner Core” cities – Cambridge, Boston, and Somerville.1 However, with the decline of freight railroading, the North Point neighborhood has been underutilized for more than thirty years. Located near the intersection of Monsignor O’Brien Highway and the Gilmore Bridge, adjacent to the Lechmere MBTA multi-modal transit station, the ongoing redevelopment of the proposed North Point Economic Development Project (as further described herein, the “Project”) will transform a largely underutilized 34.5-acre industrial site (the “Site” or “Project Site”) – only a small portion of which has been developed – into a vibrant, mixed-use neighborhood. Other than the area nearest the Charles River, which has been developed into the North American Headquarters for EF Education First (together with its affiliates, “EF”), the Site is largely devoid of infrastructure and lacks key road, bicycle and pedestrian connections to East Cambridge, Somerville, and Boston. Nearby roadways are unable to accommodate current and anticipated traffic volumes associated with desirable redevelopment, and existing sewer and other utility systems cannot support sustainable growth.

On August 3, 2011 (the “Decision Date”), based on commitments from the

Commonwealth to fund public infrastructure improvements in the North Point neighborhood, EF decided to remain and expand at its location.2 With EF’s recent renovation of its original property to include the Hult International Business School (referred to herein as “EF1”) and the construction of its new North American Headquarters (referred to herein as “EF2”), the revitalization of the North Point neighborhood has begun. If not for EF’s decision to remain in the Commonwealth, EF would have relocated out of the area, thereby costing the region all of the jobs provided by EF1 and EF2. Instead, the development of the Site is poised to accelerate with the recent completion of the Twenty|20 building and the purchase of the remainder of the Project Site by DW NP Property, LLC (together with its affiliates, “Divco”) an affiliate of DivcoWest, a privately owned real estate investment firm based in San Francisco and Boston, which will lead the “NorthPoint” portion of the Project. Divco’s real estate team has the resources and experience to execute on its plan to bring high-tech office and lab users to the Site and make the vision of a revitalized North Point neighborhood a reality. Divco and EF will collectively redevelop an economically underutilized, partially developed Site into a vibrant new mixed use neighborhood, bringing significant benefits to the cities of Cambridge, Somerville and Boston, and the Commonwealth as a whole.

1 See Metro Future Regional Plan prepared by the Metropolitan Area Planning Council, dated May 2008. 2 This decision was tied to the enactment of Chapter 88 of the Acts of 2011, which authorized certain state actions in connection with the development of the EF campus, and commitments from the Commonwealth to fund infrastructure improvements in the North Point neighborhood. As set forth in an email dated January 7, 2015, from Catia Sharp of the Executive Office for Administration and Finance, which transmitted a Preliminary Approval Letter in connection with the Project, pursuant to that certain Preliminary Economic Development Proposal submitted by CJUF III NorthPoint LLC and Efekta House, Inc. on August 1, 2014 (the “Initial PEDP”), the Commonwealth “consider[s] the EF jobs retained.” This PEDP uses the Decision Date as the date from which the Project began to generate New Revenue, which is generally consistent with the definition of “New Revenue” set forth in the I-Cubed Regulations (See 801 CMR 51.02). A copy of the email and a previously filed Memorandum documenting EF’s decision to remain and expand in North Point is provided in Appendix I, attached hereto.

However, for such transformation to be realized, the Project requires at least Twenty-Five Million Dollars ($25,000,000) in funding through the Massachusetts Infrastructure Investment Incentive ("I-Cubed") program. The I-Cubed funding requested in this Amended and Restated Preliminary Economic Development Proposal (this "PEDP")3 will be obtained with the cooperation of the City, the Commonwealth of Massachusetts, acting by and through the Executive Office for Administration and Finance ("A&F"), and the Massachusetts Development Finance Agency (the "Agency"), to support the creation and upgrade of a significant amount of important transportation and utility infrastructure systems. Together with private investments from the Proponent, the I-Cubed funds will provide, among other things, (1) a major new sewer connection and system upgrade for the North Point neighborhood; (2) significant new roadway and utility infrastructure upgrades and improvements; (3) new and safer bicycle and pedestrian connections from the Site to public transportation, East Cambridge, Somerville, and Charlestown; and (4) new public open spaces for the growing community These infrastructure improvements will provide substantial and much-needed benefits to the local transportation and utility systems, including traffic flow improvements, cleaner water resulting from enhanced sewer and stormwater drainage, enhanced pedestrian safety, outdoor recreational opportunities, accessibility improvements, and greater access to public transportation services.

The requested I-Cubed funding will make possible the continued development of the Site, which constitutes a significant portion of the ongoing development by Divco and EF (collectively, the "Proponent"). As currently designed, within the Economic Development District (as defined below), the Project will be comprised of an integrated, mixed-use Project Component that will include approximately 2,395,000 sf of office, lab, and educational uses, as well as up to approximately 300,000 sf of retail, restaurant, and other commercial uses. In addition, the Project will include a total of approximately 2,300 residential units totaling approximately 2,337,262 sf of floor area. As a result, the Site, located at the nexus of three densely populated and economically important Inner Core cities, will become a new commercial, cultural, educational, and community center for the twenty-first century, advancing the Commonwealth's policies favoring smart growth and transit-oriented development, generating state tax revenue, and creating new transit-accessible permanent jobs.

As detailed below, with the requested I-Cubed funding, the Project will generate thousands of jobs and significant tax revenues, and provide many other benefits to the City, surrounding communities, and the Commonwealth. As of the date of this PEDP submission, EF1 and EF2 have already been completed and are currently fully occupied and operational. The ongoing revenue generated by these two buildings alone will "exceed the debt service requirements" for repayment of $25 million in I-Cubed bonds (the "Bonds").4 Because the Project is already sufficiently constructed, operating, and producing sufficient revenue to support the anticipated annual debt service of approximately $1 6 million for issuance of $25 million in Bonds, unless otherwise indicated all revenue and debt service coverage calculations set forth in this PEDP are based solely on revenue from the completed EF1 and EF2 buildings. Given that the remainder of the Project will produce additional revenues, well in excess of the amount

3 The information and requests contained in this PEDP update and supersede those set forth in the Initial PEDP and, to the extent any information contained in this PEDP is inconsistent with those set forth in the Initial PEDP, the contents of this PEDP shall govern. 4 See Section I.A of the RKG Report (page 3), and the information provided herein.

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However, for such transformation to be realized, the Project requires at least Twenty-Five Million Dollars ($25,000,000) in funding through the Massachusetts Infrastructure Investment Incentive (“I-Cubed”) program. The I-Cubed funding requested in this Amended and Restated Preliminary Economic Development Proposal (this “PEDP”)3 will be obtained with the cooperation of the City, the Commonwealth of Massachusetts, acting by and through the Executive Office for Administration and Finance (“A&F”), and the Massachusetts Development Finance Agency (the “Agency”), to support the creation and upgrade of a significant amount of important transportation and utility infrastructure systems. Together with private investments from the Proponent, the I-Cubed funds will provide, among other things, (1) a major new sewer connection and system upgrade for the North Point neighborhood; (2) significant new roadway and utility infrastructure upgrades and improvements; (3) new and safer bicycle and pedestrian connections from the Site to public transportation, East Cambridge, Somerville, and Charlestown; and (4) new public open spaces for the growing community. These infrastructure improvements will provide substantial and much-needed benefits to the local transportation and utility systems, including traffic flow improvements, cleaner water resulting from enhanced sewer and stormwater drainage, enhanced pedestrian safety, outdoor recreational opportunities, accessibility improvements, and greater access to public transportation services.

The requested I-Cubed funding will make possible the continued development of the Site,

which constitutes a significant portion of the ongoing development by Divco and EF (collectively, the “Proponent”). As currently designed, within the Economic Development District (as defined below), the Project will be comprised of an integrated, mixed-use Project Component that will include approximately 2,395,000 sf of office, lab, and educational uses, as well as up to approximately 300,000 sf of retail, restaurant, and other commercial uses. In addition, the Project will include a total of approximately 2,300 residential units totaling approximately 2,337,262 sf of floor area. As a result, the Site, located at the nexus of three densely populated and economically important Inner Core cities, will become a new commercial, cultural, educational, and community center for the twenty-first century, advancing the Commonwealth’s policies favoring smart growth and transit-oriented development, generating state tax revenue, and creating new transit-accessible permanent jobs.

As detailed below, with the requested I-Cubed funding, the Project will generate

thousands of jobs and significant tax revenues, and provide many other benefits to the City, surrounding communities, and the Commonwealth. As of the date of this PEDP submission, EF1 and EF2 have already been completed and are currently fully occupied and operational. The ongoing revenue generated by these two buildings alone will “exceed the debt service requirements” for repayment of $25 million in I-Cubed bonds (the “Bonds”).4 Because the Project is already sufficiently constructed, operating, and producing sufficient revenue to support the anticipated annual debt service of approximately $1.6 million for issuance of $25 million in Bonds, unless otherwise indicated all revenue and debt service coverage calculations set forth in this PEDP are based solely on revenue from the completed EF1 and EF2 buildings. Given that the remainder of the Project will produce additional revenues, well in excess of the amount

3 The information and requests contained in this PEDP update and supersede those set forth in the Initial PEDP and, to the extent any information contained in this PEDP is inconsistent with those set forth in the Initial PEDP, the contents of this PEDP shall govern. 4 See Section I.A of the RKG Report (page 3), and the information provided herein.

required to cover debt service on this request for $25 million in bond funding, the Proponent requests the opportunity to supplement this PEDP with one or more additional requests for funding as the Proponent obtains commitments from tenants for the remainder of the Site.

As shown below in the Project Revenue Summary, construction of EF1 and EF2, combined with the existing ongoing jobs at the Site are anticipated to result in "one-time" direct construction revenues of more than $2.9 million and more than $3 4 million in direct, net new revenue (following deductions for vacancy, displacement and Dedicated Revenue) on an annual basis.

PROJECT REVENUE SUMMARY

A. One-Time Economic Benefits Direct Revenues from Construction Activity Already Conducted (EF1 and EF2)5

Wage Taxes from Construction Jobs $1,297,000

Sales Taxes from Construction $1,698,000

TOTAL $2,995,000

B. Recurring (Annual) Economic Benefits6

Direct Revenues from Existing Ongoing

Activity (EF1 and EF2)

Total Direct Ongoing from Remainder of

Project

Net New Wages Taxes from Retail/Restaurant/

Office and Educational Uses

$3,430,000 $6,945,000

TOTAL $3,430,000 $6,945,000

In the first year after issuance of Bonds, without accounting for any revenue generated from construction, the Project's debt service coverage ratio ("DCR") would equal approximately 2.40, which exceeds the requirements of the I-Cubed Regulations (DCR of 1.50). When accounting for all eligible revenue generated by the Project since the Decision Date, a Surplus of approximately $14 3 million in net new revenue will be eligible to apply toward debt service on the Bonds.

5 EF1 and EF2 employment and revenue projections (construction and ongoing) are based on actual jobs and wage and sales tax revenues generated at EF1 and EF during the period from July 1, 2011, through June 30, 2015 (note: the projections for EF1 and EF2 set forth in prior submissions to the Commonwealth were estimates only, not an accounting of actual revenue generation). 6 The Project also includes additional ongoing sales tax revenues currently being generated at EF1 and EF2, and anticipated to be generated throughout the remainder of the Project. For purposes of this PEDP, such revenues have not been included, but such revenue is eligible for reporting to apply toward debt service on the Bonds. 7All job and annual revenue projections from portions of the Project other than EF1 and EF2 are approximate and based on the projections set forth in Section I.0 of the RKG Report.

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required to cover debt service on this request for $25 million in bond funding, the Proponent requests the opportunity to supplement this PEDP with one or more additional requests for funding as the Proponent obtains commitments from tenants for the remainder of the Site.

As shown below in the Project Revenue Summary, construction of EF1 and EF2,

combined with the existing ongoing jobs at the Site are anticipated to result in “one-time” direct construction revenues of more than $2.9 million and more than $3.4 million in direct, net new revenue (following deductions for vacancy, displacement and Dedicated Revenue) on an annual basis.

PROJECT REVENUE SUMMARY

A. One-Time Economic Benefits Direct Revenues from Construction Activity Already Conducted (EF1 and EF2)5

Wage Taxes from Construction Jobs $1,297,000

Sales Taxes from Construction $1,698,000

TOTAL $2,995,000

B. Recurring (Annual) Economic

Benefits6 Direct Revenues from

Existing Ongoing Activity

(EF1 and EF2)

Total Direct Ongoing from Remainder of

Project7

Net New Wages Taxes from Retail/Restaurant/

Office and Educational Uses

$3,430,000 $6,945,000

TOTAL $3,430,000 $6,945,000

In the first year after issuance of Bonds, without accounting for any revenue generated

from construction, the Project’s debt service coverage ratio (“DCR”) would equal approximately 2.40, which exceeds the requirements of the I-Cubed Regulations (DCR of 1.50). When accounting for all eligible revenue generated by the Project since the Decision Date, a Surplus of approximately $14.3 million in net new revenue will be eligible to apply toward debt service on the Bonds.

5 EF1 and EF2 employment and revenue projections (construction and ongoing) are based on actual jobs and wage and sales tax revenues generated at EF1 and EF during the period from July 1, 2011, through June 30, 2015 (note: the projections for EF1 and EF2 set forth in prior submissions to the Commonwealth were estimates only, not an accounting of actual revenue generation). 6 The Project also includes additional ongoing sales tax revenues currently being generated at EF1 and EF2, and anticipated to be generated throughout the remainder of the Project. For purposes of this PEDP, such revenues have not been included, but such revenue is eligible for reporting to apply toward debt service on the Bonds. 7All job and annual revenue projections from portions of the Project other than EF1 and EF2 are approximate and based on the projections set forth in Section I.C of the RKG Report.

The Public Infrastructure Improvements, which are described in detail in Section 4 below, will enable the Project to produce the following benefits to the City, the region and all roadway and transportation system users:

• Creation of approximately 6,644 permanent jobs (all job estimates of full time equivalent (FTE)),8 in addition to the approximately 400 construction jobs generated from the construction of EF1 and EF2;

• Generation, through construction of the Project, of almost $3 million, in one-time, net new construction period revenues9 and more than $3 4 million in net new income tax revenues on an annual basis;

• Reduction in traffic congestion on Monsignor O'Brien Highway, Gilmore Bridge, Land Boulevard, and other nearby highways and near the North Point neighborhood;

• Preservation, expansion, and enhancement of open space and local waterfront resources;

• Improved traffic and pedestrian safety measures;

• A new, safer and cleaner public sewer and drainage system; and

• Expansion of pedestrian, bicycle and public transportation opportunities.

Given the substantial need for new and improved infrastructure in the North Point neighborhood, it is not possible for the Project to move forward without financing to offset the substantial initial infrastructure investment that is required. The success of the Project, and the substantial benefits to the Commonwealth, the City, and surrounding communities that will result from the Public Infrastructure Improvements, are dependent upon I-Cubed fmancing. For these reasons, the Project qualifies for priority status under 801 CMR 51.00 et. seq. (the "I-Cubed Regulations"). The Proponent submits this PEDP to the Secretary of the Executive Office for Administration and Finance (the "Secretary") for approval of Twenty-Five Million Dollars ($25,000,000) of I-Cubed funding, which is authorized under Chapter 293 of the Acts of 2006, as amended by Chapter 129 of the Acts of 2008, Chapter 238 of the Acts of 2012, and Chapters 52 and 287 of the Acts of 2014 (as so amended, the "I-Cubed Statute"). In summary and as discussed further herein, the Project achieves the criteria for acceptance as a preferred project under the I-Cubed Regulations, for the following reasons:

1. Project "would not happen or would not achieve the level of development, jobs or other economic activity" described in the application without the Public Infrastructure Improvements and the financing assistance from the I-Cubed program, §51.03(2)(a):

8 See Section I.A of the RKG Report (page 4), less the 40 jobs attributed to Parcel N ("Twenty120"). 9 Per direction of the Executive Office of Administration and Finance, all construction revenues provided herein include a 50% overall displacement factor applied to all anticipated net new income and sales tax revenues.

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The Public Infrastructure Improvements, which are described in detail in Section 4 below, will enable the Project to produce the following benefits to the City, the region and all roadway and transportation system users:

Creation of approximately 6,644 permanent jobs (all job estimates of full time equivalent (FTE)),8 in addition to the approximately 400 construction jobs generated from the construction of EF1 and EF2;

Generation, through construction of the Project, of almost $3 million, in one-time, net new construction period revenues9 and more than $3.4 million in net new income tax revenues on an annual basis;

Reduction in traffic congestion on Monsignor O’Brien Highway, Gilmore Bridge, Land Boulevard, and other nearby highways and near the North Point neighborhood;

Preservation, expansion, and enhancement of open space and local waterfront resources;

Improved traffic and pedestrian safety measures;

A new, safer and cleaner public sewer and drainage system; and

Expansion of pedestrian, bicycle and public transportation opportunities.

Given the substantial need for new and improved infrastructure in the North Point neighborhood, it is not possible for the Project to move forward without financing to offset the substantial initial infrastructure investment that is required. The success of the Project, and the substantial benefits to the Commonwealth, the City, and surrounding communities that will result from the Public Infrastructure Improvements, are dependent upon I-Cubed financing. For these reasons, the Project qualifies for priority status under 801 CMR 51.00 et. seq. (the “I-Cubed Regulations”). The Proponent submits this PEDP to the Secretary of the Executive Office for Administration and Finance (the “Secretary”) for approval of Twenty-Five Million Dollars ($25,000,000) of I-Cubed funding, which is authorized under Chapter 293 of the Acts of 2006, as amended by Chapter 129 of the Acts of 2008, Chapter 238 of the Acts of 2012, and Chapters 52 and 287 of the Acts of 2014 (as so amended, the “I-Cubed Statute”). In summary and as discussed further herein, the Project achieves the criteria for acceptance as a preferred project under the I-Cubed Regulations, for the following reasons:

1. Project “would not happen or would not achieve the level of development, jobs or other economic activity” described in the application without the Public Infrastructure Improvements and the financing assistance from the I-Cubed program, §51.03(2)(a):

8 See Section I.A of the RKG Report (page 4), less the 40 jobs attributed to Parcel N (“Twenty|20”). 9 Per direction of the Executive Office of Administration and Finance, all construction revenues provided herein include a 50% overall displacement factor applied to all anticipated net new income and sales tax revenues.

As shown in the pro forma (previously provided under separate cover), the Project cannot sustain the level of returns required to enable the Project to move forward without assistance in defraying the costs of the substantial off-site improvements required.1° As detailed in prior communications with A&F, the existing jobs located at the Site were dependent upon the commitment of the Commonwealth to fund necessary public infrastructure improvements in the vicinity of the Site. Without the necessary public infrastructure improvements, EF would not have selected the Site as its North American Headquarters and would have relocated from the North Point neighborhood. As a result, the Site would likely remain underutilized, with large portions of the Site remaining vacant.

2. Project is financially feasible, §51.03(2)(b):

The Project, with $25 million in I-Cubed funding for a portion of the costs of necessary Public Infrastructure Improvements in the vicinity of the Site, can be constructed and will generate the substantial amounts of projected revenue, and is therefore financially feasible.11 Sufficient portions of the Project are already constructed and generating the amount of revenue necessary to support the debt service on the Bonds in accordance with the I-Cubed Regulations.

3. Project is consistent with the Commonwealth's sustainable development principles, discussed herein, §51.03(2)(c):

As further detailed in Section 3.4 herein, the Project is designed in accordance with the sustainable development principles.

4. Minimum of $5,000,000 in Public Infrastructure costs, §51.03(5):

Section 4.3 outlines the projected cost of the Public Infrastructure Improvements for which I-Cubed funding is sought, which is estimated to be approximately $79 million (of which $25 million is proposed to be funded by I-Cubed), in excess of the minimum $5,000,000 that is required.

5. The projected annual new state tax revenues are expected to be at least 1.5 times greater than the projected annual debt service on the related bonds, after adjustment for displaced revenues, vacancy and set-asides, §51.03(2)(d):

As shown in Figure 6.1 and Appendix G (30-year projections), the Project is estimated to create revenues substantially in excess of the projected annual debt service on the Bonds. More specifically, in the most conservative sense, without accounting for indirect revenues, construction revenue, or any revenue to be generated by economic activity occurring in buildings that are not yet constructed, the Project is expected to create enough annual, net new revenue to cover approximately 2.40 times the debt service in the first year after bond issuance.

10 See Section I.A of the RKG Report (page 4), which notes that "a positive return for the Commonwealth's investment for upfront infrastructure that would not likely have happened had it not been for the I-Cubed program." 11 See Section I.B(8) of the RKG Report.

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As shown in the pro forma (previously provided under separate cover), the Project cannot sustain the level of returns required to enable the Project to move forward without assistance in defraying the costs of the substantial off-site improvements required.10 As detailed in prior communications with A&F, the existing jobs located at the Site were dependent upon the commitment of the Commonwealth to fund necessary public infrastructure improvements in the vicinity of the Site. Without the necessary public infrastructure improvements, EF would not have selected the Site as its North American Headquarters and would have relocated from the North Point neighborhood. As a result, the Site would likely remain underutilized, with large portions of the Site remaining vacant.

2. Project is financially feasible, §51.03(2)(b):

The Project, with $25 million in I-Cubed funding for a portion of the costs of necessary Public Infrastructure Improvements in the vicinity of the Site, can be constructed and will generate the substantial amounts of projected revenue, and is therefore financially feasible.11 Sufficient portions of the Project are already constructed and generating the amount of revenue necessary to support the debt service on the Bonds in accordance with the I-Cubed Regulations.

3. Project is consistent with the Commonwealth’s sustainable development principles, discussed herein, §51.03(2)(c):

As further detailed in Section 3.4 herein, the Project is designed in accordance with the sustainable development principles.

4. Minimum of $5,000,000 in Public Infrastructure costs, §51.03(5):

Section 4.3 outlines the projected cost of the Public Infrastructure Improvements for which I-Cubed funding is sought, which is estimated to be approximately $79 million (of which $25 million is proposed to be funded by I-Cubed), in excess of the minimum $5,000,000 that is required.

5. The projected annual new state tax revenues are expected to be at least 1.5 times greater than the projected annual debt service on the related bonds, after adjustment for displaced revenues, vacancy and set-asides, §51.03(2)(d):

As shown in Figure 6.1 and Appendix G (30-year projections), the Project is estimated to create revenues substantially in excess of the projected annual debt service on the Bonds. More specifically, in the most conservative sense, without accounting for indirect revenues, construction revenue, or any revenue to be generated by economic activity occurring in buildings that are not yet constructed, the Project is expected to create enough annual, net new revenue to cover approximately 2.40 times the debt service in the first year after bond issuance.

10 See Section I.A of the RKG Report (page 4), which notes that “a positive return for the Commonwealth’s investment for upfront infrastructure that would not likely have happened had it not been for the I-Cubed program.” 11 See Section I.B(8) of the RKG Report.

6. Commitment to use a competitive bid process for the selection of a qualified contractor for the construction of the Public Infrastructure Improvements, §51.03(2)(e):

As further described in Section 4.4, the Proponent has utilized and will utilize a competitive bid process in the selection of its contractor for the Public Infrastructure Improvements.

7. Proponent has sufficient resources or financing commitments to carry out the Project (or the phase of the Project for which the Developer is seeking I-Cubed financing), §51.03(2)(f):

The Proponent has sufficient resources to carry out the Project, provided I-Cubed funding is secured for the Public Infrastructure Improvements. The Proponent has already financed and constructed EF1 and EF2, which together generate sufficient revenue to cover debt service on the Bonds, at the ratio required by the Regulations. The Proponent intends to secure additional equity funding or construction loans to support construction of the remainder of the Project. The details of such financial arrangements will be provided to the Agency under separate cover.

8. The Project, or the phase for which I-Cubed financing is sought, is "reasonably likely to commence in a timely manner following approval" of the application, §51.03(2)(g):

As discussed in greater detail below in Section 3.5 below, the Proponent has obtained major discretionary approvals for the Project. EF1 and EF2 have already been constructed pursuant to the Planned Unit Development ("PUD") Special Permits respectively issued by the City's Planning Board on June 20, 1989, as most recently amended on October 29, 2013 (as so amended, the "EF1 Special Permit") and on December 5, 2011 (the "EF2 Special Permit"). The other portions of the Site are subject to a PUD Special Permit (#179) from the City's Planning Board, issued on March 11, 2003, which was most recently amended on July 28, 2015, to reflect the most recent updates to the Project's master plan (as so amended, the "NP Special Permit" and, collectively with the EF1 Special Permit and the EF2 Special Permit, the "Special Permits").12 In connection with the Project, a portion of the Site is subject to a Certificate on the Final Environmental Impact Report (the "MEPA Certificate"), issued by the Secretary of the Executive Office of Energy and Environmental Affairs (the "Secretary") under the Massachusetts Environmental Policy Act ("MEPA") on December 16, 2002, indicating such portions of the Project completed review under MEPA and its implementing regulations. Between 2010 and 2013, the Secretary issued Advisory Opinions confirming such portions of the Project did not require further review in connection with changes to Project plans and no further MEPA review is anticipated. Construction of the Public Infrastructure Improvements has already commenced and is anticipated to be completed by or before June 2019.

12 See Section 3.5, below, regarding proposed amendment to NP Special Permit.

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6. Commitment to use a competitive bid process for the selection of a qualified contractor for the construction of the Public Infrastructure Improvements, §51.03(2)(e):

As further described in Section 4.4, the Proponent has utilized and will utilize a competitive bid process in the selection of its contractor for the Public Infrastructure Improvements.

7. Proponent has sufficient resources or financing commitments to carry out the Project (or the phase of the Project for which the Developer is seeking I-Cubed financing), §51.03(2)(f):

The Proponent has sufficient resources to carry out the Project, provided I-Cubed funding is secured for the Public Infrastructure Improvements. The Proponent has already financed and constructed EF1 and EF2, which together generate sufficient revenue to cover debt service on the Bonds, at the ratio required by the Regulations. The Proponent intends to secure additional equity funding or construction loans to support construction of the remainder of the Project. The details of such financial arrangements will be provided to the Agency under separate cover.

8. The Project, or the phase for which I-Cubed financing is sought, is “reasonably likely to commence in a timely manner following approval” of the application, §51.03(2)(g):

As discussed in greater detail below in Section 3.5 below, the Proponent has obtained major discretionary approvals for the Project. EF1 and EF2 have already been constructed pursuant to the Planned Unit Development (“PUD”) Special Permits respectively issued by the City’s Planning Board on June 20, 1989, as most recently amended on October 29, 2013 (as so amended, the “EF1 Special Permit”) and on December 5, 2011 (the “EF2 Special Permit”). The other portions of the Site are subject to a PUD Special Permit (#179) from the City’s Planning Board, issued on March 11, 2003, which was most recently amended on July 28, 2015, to reflect the most recent updates to the Project’s master plan (as so amended, the “NP Special Permit” and, collectively with the EF1 Special Permit and the EF2 Special Permit, the “Special Permits”).12 In connection with the Project, a portion of the Site is subject to a Certificate on the Final Environmental Impact Report (the “MEPA Certificate”), issued by the Secretary of the Executive Office of Energy and Environmental Affairs (the “Secretary”) under the Massachusetts Environmental Policy Act (“MEPA”) on December 16, 2002, indicating such portions of the Project completed review under MEPA and its implementing regulations. Between 2010 and 2013, the Secretary issued Advisory Opinions confirming such portions of the Project did not require further review in connection with changes to Project plans and no further MEPA review is anticipated. Construction of the Public Infrastructure Improvements has already commenced and is anticipated to be completed by or before June 2019.

12 See Section 3.5, below, regarding proposed amendment to NP Special Permit.

9. Compliance with the pre-conditions of the Act, §51.03(2)(h):

As detailed herein, the completed portions of the Project are already generating sufficient new state tax revenues to cover the debt service of the Bonds. In addition, prior to approval of the Final Economic Development Proposal, the Proponent will provide evidence of additional committed financing, and will work with the City to obtain final approval from the "governing body" to submit the final Economic Development Proposal and create the required municipal liquidity reserve.

10. Project has not received and will not receive other public assistance prohibited by the Act, §51.03(4):

Included with this PEDP in Appendix H is a certification from the Proponent that the Project has not and will not receive public assistance prohibited by the Act.

11. Project will include Public Infrastructure Improvements that have been previously contemplated and desired by the Commonwealth and its agencies, §51.04(3)(c):

As described in greater detail herein, including Section 3.4 below, the Commonwealth and its agencies, including MassDOT and the MBTA, have been prioritizing improvements to transportation and other infrastructure surrounding the North Point neighborhood for decades. The Public Infrastructure Improvements proposed to be funded by the Bonds have been planned to coordinate with and advance implementation of the Green Line Extension Project (for which planning has been ongoing since the 1960s), and which has been identified as a Regional Priority Project. In addition, for several years the Massachusetts Water Resources Authority and the City have been planning a new sewer connection for the North Point neighborhood.

12. In addition, the Public infrastructure Improvements are reasonably likely to make other sites available for future economic development and redevelopment projects, §51.04(3)(d):

Future development in the vicinity of the North Point neighborhood is constrained because of the deteriorated state of the roadway network. By way of example, the Project Site has remained underdeveloped and underutilized for several years, despite its proximity to major highways and public transportation. As described in more detail below in Section 4.2 below, construction of the Public Infrastructure Improvements will not only open up the Project Site to redevelopment, but also other sites in the vicinity which are currently underutilized.

As further described herein, the Project complies with all of the criteria under the I-Cubed Regulations. Accordingly, the Proponent respectfully requests your support for this North Point Amended and Restated Preliminary Economic Development Proposal.

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9. Compliance with the pre-conditions of the Act, §51.03(2)(h):

As detailed herein, the completed portions of the Project are already generating sufficient new state tax revenues to cover the debt service of the Bonds. In addition, prior to approval of the Final Economic Development Proposal, the Proponent will provide evidence of additional committed financing, and will work with the City to obtain final approval from the “governing body” to submit the final Economic Development Proposal and create the required municipal liquidity reserve.

10. Project has not received and will not receive other public assistance prohibited by the Act, §51.03(4):

Included with this PEDP in Appendix H is a certification from the Proponent that the Project has not and will not receive public assistance prohibited by the Act.

11. Project will include Public Infrastructure Improvements that have been previously contemplated and desired by the Commonwealth and its agencies, §51.04(3)(c):

As described in greater detail herein, including Section 3.4 below, the Commonwealth and its agencies, including MassDOT and the MBTA, have been prioritizing improvements to transportation and other infrastructure surrounding the North Point neighborhood for decades. The Public Infrastructure Improvements proposed to be funded by the Bonds have been planned to coordinate with and advance implementation of the Green Line Extension Project (for which planning has been ongoing since the 1960s), and which has been identified as a Regional Priority Project. In addition, for several years the Massachusetts Water Resources Authority and the City have been planning a new sewer connection for the North Point neighborhood.

12. In addition, the Public infrastructure Improvements are reasonably likely to make other sites available for future economic development and redevelopment projects, §51.04(3)(d):

Future development in the vicinity of the North Point neighborhood is constrained because of the deteriorated state of the roadway network. By way of example, the Project Site has remained underdeveloped and underutilized for several years, despite its proximity to major highways and public transportation. As described in more detail below in Section 4.2 below, construction of the Public Infrastructure Improvements will not only open up the Project Site to redevelopment, but also other sites in the vicinity which are currently underutilized.

As further described herein, the Project complies with all of the criteria under the I-Cubed Regulations. Accordingly, the Proponent respectfully requests your support for this North Point Amended and Restated Preliminary Economic Development Proposal.

SECTION 2 — PROJECT TEAM

2.1 Sponsorship Information and Contact Information

The Proponent for the Project consists of DW NP Property, LLC, an affiliate of DivcoWest, a privately owned real estate investment firm, and Efekta House, Inc., part of EF Education First's group of real estate companies in North America. Working together with the Proponent as development consultant on the Project is the HYM Investment Group, LLC ("HYM").

DivcoWest, founded in 1993, is a privately owned real estate investment firm with offices in San Francisco and Boston. The company has acquired more than 30 million square feet of commercial space throughout the United States. DivcoWest and its affiliates are currently managing over $2.5 billion of equity. Presently under management are both commercial and residential assets, including the underlying debt. DivcoWest employs a disciplined approach to investing on behalf of a broad base of public and corporate pension funds, institutional investors and high net worth individuals, and actively manages its properties. DivcoWest has experience developing, managing, and redeveloping mixed use projects. Within Cambridge, Divco manages One Kendall Square, which is an eleven building, mixed-use campus totaling 669,689 sf and a 1,507 space parking garage and formerly owned and managed The Davenport, which is a modernized brick-and-beam office building totaling 211,935 sf, located in the East Cambridge neighborhood.

Efekta Group, Inc. is part of EF Education First's group of real estate companies in North America. EF Education First is the world leader in international education, specializing in language training, educational travel, academic degree programs, and cultural exchange. EF is a privately-owned company with 43,500 employees in 500 offices and schools in 53 countries worldwide. The company's mission is to open the world through education. Since 1987, EF has called Cambridge home — starting with a small office at One Memorial Drive and then moving to the North Point neighborhood in 1997 when EF Schools, Inc., a subsidiary of Efekta Group, Inc., broke ground on EF1, an approximately 240,000 sf building at One Education Street. For nearly ten years, EF has slowly watched the North Point neighborhood along the Charles River transform from a trash transfer facility, warehouses and a federal distillery building to a vibrant, beautiful location for an office and education campus. In 2012, Efekta House, Inc., a subsidiary of Efekta Group, Inc., permitted and broke ground on Two Education Circle (formerly known as 8 Education Street, now EF2) — an approximately 295,000 sf, 10-story new North American Headquarters on the banks of the Charles River.

HYM is a Boston-based real estate company focused on the acquisition, development and management of complicated urban mixed-use projects. In addition to its role in advancing significant portions of the NorthPoint Project, HYM developed Twenty120 at NorthPoint, which is a 20-story, 355-unit apartment tower, is managing the redevelopment of The Government Center Garage, which encompasses approximately three (3) million sf in downtown Boston, is the Development Manager for New Balance on its six building Boston Landing Campus in Brighton, Massachusetts, and served as Development Manager on Waterside Place, a 236-unit rental residential project in the Seaport District of Boston.

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SECTION 2 – PROJECT TEAM

2.1 Sponsorship Information and Contact Information

The Proponent for the Project consists of DW NP Property, LLC, an affiliate of DivcoWest, a privately owned real estate investment firm, and Efekta House, Inc., part of EF Education First’s group of real estate companies in North America. Working together with the Proponent as development consultant on the Project is the HYM Investment Group, LLC (“HYM”).

DivcoWest, founded in 1993, is a privately owned real estate investment firm with offices in San Francisco and Boston. The company has acquired more than 30 million square feet of commercial space throughout the United States. DivcoWest and its affiliates are currently managing over $2.5 billion of equity. Presently under management are both commercial and residential assets, including the underlying debt. DivcoWest employs a disciplined approach to investing on behalf of a broad base of public and corporate pension funds, institutional investors and high net worth individuals, and actively manages its properties. DivcoWest has experience developing, managing, and redeveloping mixed use projects. Within Cambridge, Divco manages One Kendall Square, which is an eleven building, mixed-use campus totaling 669,689 sf and a 1,507 space parking garage and formerly owned and managed The Davenport, which is a modernized brick-and-beam office building totaling 211,935 sf, located in the East Cambridge neighborhood.

Efekta Group, Inc. is part of EF Education First’s group of real estate companies in North

America. EF Education First is the world leader in international education, specializing in language training, educational travel, academic degree programs, and cultural exchange. EF is a privately-owned company with 43,500 employees in 500 offices and schools in 53 countries worldwide. The company’s mission is to open the world through education. Since 1987, EF has called Cambridge home – starting with a small office at One Memorial Drive and then moving to the North Point neighborhood in 1997 when EF Schools, Inc., a subsidiary of Efekta Group, Inc., broke ground on EF1, an approximately 240,000 sf building at One Education Street. For nearly ten years, EF has slowly watched the North Point neighborhood along the Charles River transform from a trash transfer facility, warehouses and a federal distillery building to a vibrant, beautiful location for an office and education campus. In 2012, Efekta House, Inc., a subsidiary of Efekta Group, Inc., permitted and broke ground on Two Education Circle (formerly known as 8 Education Street, now EF2) – an approximately 295,000 sf, 10-story new North American Headquarters on the banks of the Charles River.

HYM is a Boston-based real estate company focused on the acquisition, development and

management of complicated urban mixed-use projects. In addition to its role in advancing significant portions of the NorthPoint Project, HYM developed Twenty|20 at NorthPoint, which is a 20-story, 355-unit apartment tower, is managing the redevelopment of The Government Center Garage, which encompasses approximately three (3) million sf in downtown Boston, is the Development Manager for New Balance on its six building Boston Landing Campus in Brighton, Massachusetts, and served as Development Manager on Waterside Place, a 236-unit rental residential project in the Seaport District of Boston.

Biographies of the Proponent's key personnel are included in Appendix A.

Contact Information:

DivcoWest One Kendall Square, Suite B3201, Cambridge, MA 02139 Phone: 617-720-7433 Divco contact: Tim Canon, Director, Acquisitions

EF Education First Two Education Circle, Cambridge, MA 02141 Phone: 617-619-1488 EF Contact: Shawna Sullivan Marino, Director, EF Properties

HYM One Congress Street, 10th Floor, Boston, MA 02114 Phone: 617-248-8905 HYM Contact: Thomas N. O'Brien, Managing Director

City of Cambridge 795 Massachusetts Avenue 02139 Phone: 617-349-4000 City of Cambridge Contact: Richard C. Rossi, City Manager

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Biographies of the Proponent’s key personnel are included in Appendix A.

Contact Information:

DivcoWest One Kendall Square, Suite B3201, Cambridge, MA 02139 Phone: 617-720-7433 Divco contact: Tim Canon, Director, Acquisitions

EF Education First Two Education Circle, Cambridge, MA 02141 Phone: 617-619-1488 EF Contact: Shawna Sullivan Marino, Director, EF Properties

HYM One Congress Street, 10th Floor, Boston, MA 02114 Phone: 617-248-8905 HYM Contact: Thomas N. O’Brien, Managing Director

City of Cambridge 795 Massachusetts Avenue 02139 Phone: 617-349-4000 City of Cambridge Contact: Richard C. Rossi, City Manager

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2.2 Relevant Experience of the Developer — Selected Projects

DIVCOWEST PROJECTS

One Kendall Square, Cambridge, Massachusetts

The Davenport, Cambridge, Massachusetts

Water's Edge, Playa Vista, California

One Kendall Square is an eleven building, modern mixed-use development totaling 669,689 sf and a 1,507 space parking garage. Located in the heart of Kendall Square in Cambridge, Massachusetts, One Kendall design and management, represents the type of transit-oriented, high-tech, mixed-use community that has transformed the Kendall Square environment in recent years. With its convenient access to MIT, public transportation, and on-site retail amenities, One Kendall Square has attracted a range traditional and high-tech office and lab tenants.

The Davenport is a modernized brick-and-beam office building totaling 211,935 square feet. Located in the East Cambridge community, The Davenport building was constructed in 1860 as The Davenport Furniture Factory, and converted to office use in the 1980s. Divco owned and managed the building, which contained a variety of commercial tenants, including tech-based companies.

The landmark Waters Edge campus offers over 260,000 sf of creative space in a campus setting, with creative suites from 3,000 sf to 21,000 sf. Located in Playa Vista's creative district, Water's Edge includes Class A buildings with the imagination and sensibility of creative space; the ideal environment for media, tech, production, product development or creative agencies. Built to the highest quality standards with extraordinary on-site and surrounding amenities, Water's Edge is recognized as one of the finest developments in Los Angeles.

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2.2 Relevant Experience of the Developer – Selected Projects

DIVCOWEST PROJECTS

One Kendall Square, Cambridge, Massachusetts

One Kendall Square is an eleven building, modern mixed-use development totaling 669,689 sf and a 1,507 space parking garage. Located in the heart of Kendall Square in Cambridge, Massachusetts, One Kendall design and management, represents the type of transit-oriented, high-tech, mixed-use community that has transformed the Kendall Square environment in recent years. With its convenient access to MIT, public transportation, and on-site retail amenities, One Kendall Square has attracted a range traditional and high-tech office and lab tenants.

The Davenport, Cambridge, Massachusetts

The Davenport is a modernized brick-and-beam office building totaling 211,935 square feet. Located in the East Cambridge community, The Davenport building was constructed in 1860 as The Davenport Furniture Factory, and converted to office use in the 1980s. Divco owned and managed the building, which contained a variety of commercial tenants, including tech-based companies.

Water’s Edge, Playa Vista, California

The landmark Waters Edge campus offers over 260,000 sf of creative space in a campus setting, with creative suites from 3,000 sf to 21,000 sf. Located in Playa Vista’s creative district, Water’s Edge includes Class A buildings with the imagination and sensibility of creative space; the ideal environment for media, tech, production, product development or creative agencies. Built to the highest quality standards with extraordinary on-site and surrounding amenities, Water's Edge is recognized as one of the finest developments in Los Angeles.

EF PROJECTS IN MASSACHUSETTS

One Education Way, Cambridge, Massachusetts

In 1997, EF broke ground on an approximately 240,000 sf building at One Education Street, designed by Elkus Manfredi Architects, which includes office, educational and restaurant space (EF1). For 17 years, One Education Street served as EF's base for its U.S. business units, including the campus for the Hult International Business School, a global graduate business degree program, affiliated with EF. When EF moved its employees to Two Education Circle, it conducted an interior renovation of floors 6-10, as well as the entire ground floor. Today, the Hult School occupies a majority of the newly renovated building and approximately 200 EF employees have moved back into the building to allow for additional growth at EF's new building at Two Education Circle.

Two Education Circle Cambridge, Massachusetts

For nearly ten years, EF slowly watched the North Point neighborhood transform from a trash transfer facility, warehouses and a federal distillery building to a vibrant, beautiful location fit for an office campus. In 2012, EF broke ground on EF2 at Two Education Circle (formerly known as 8 Education Street) — a 10-story, 295,000 sf office/education building, which includes 31,000-square-feet of public space on the ground and mezzanine floors, including a 14,000-square-foot restaurant with 440 seats and outdoor seating wrapping around the entire building. The building design features a striking glass "waterfall" cascading down the facade, which reflects the facility's close proximity to the Charles River. Swedish architect Gert Wingardh conceptualized the building to reflect the design aesthetic of surrounding landmarks including the Zakim Bridge and the turrets on the Museum of Science.

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EF PROJECTS IN MASSACHUSETTS

One Education Way, Cambridge, Massachusetts

In 1997, EF broke ground on an approximately 240,000 sf building at One Education Street, designed by Elkus Manfredi Architects, which includes office, educational and restaurant space (EF1). For 17 years, One Education Street served as EF’s base for its U.S. business units, including the campus for the Hult International Business School, a global graduate business degree program, affiliated with EF. When EF moved its employees to Two Education Circle, it conducted an interior renovation of floors 6-10, as well as the entire ground floor. Today, the Hult School occupies a majority of the newly renovated building and approximately 200 EF employees have moved back into the building to allow for additional growth at EF’s new building at Two Education Circle.

Two Education Circle Cambridge, Massachusetts

For nearly ten years, EF slowly watched the North Point neighborhood transform from a trash transfer facility, warehouses and a federal distillery building to a vibrant, beautiful location fit for an office campus. In 2012, EF broke ground on EF2 at Two Education Circle (formerly known as 8 Education Street) – a 10-story, 295,000 sf office/education building, which includes 31,000-square-feet of public space on the ground and mezzanine floors, including a 14,000-square-foot restaurant with 440 seats and outdoor seating wrapping around the entire building. The building design features a striking glass “waterfall” cascading down the façade, which reflects the facility’s close proximity to the Charles River. Swedish architect Gert Wingårdh conceptualized the building to reflect the design aesthetic of surrounding landmarks including the Zakim Bridge and the turrets on the Museum of Science.

Government Center Garage, Boston, Massachusetts

ika46-Aast;

HYM Projects Boston Landing, Boston, Massachusetts

Twenty120, Cambridge, Massachusetts

Boston Landing is a mixed-use development encompassing approximately 15 acres of land along the Massachusetts Turnpike

in Boston's Brighton neighborhood. Located adjacent to the existing New Balance World Headquarters Building, the revitalized site will include 1 6 million sf of new development in

seven buildings, including a 175-key hotel, a 275-unit residential building, the Boston Bruins practice facility and public ice arena, 230,000 square foot Class A office building, 80,000 sf of ground

level retail, and a 440,000 square foot sports complex with seating for 5,000 spectators. HYM is currently managing the

design and construction of 80 Guest Street, comprised of the new

practice facility for the Boston Bruins and attached 230,000 sf office building. Construction on this phase will be completed in September 2016.

The Government Center Garage Redevelopment is a 2 9 million square foot mixed-use development that will transform a 1960's blighted relic of Boston's urban renewal era into a thriving 24-hour neighborhood. The new vision will replace the existing above-grade garage with six iconic buildings, engaging ground floor retail and an outdoor public plaza. Upon completion, the Government Center Garage Redevelopment will include two residential buildings totaling approximately 780-units, two office buildings totaling approximately 1,145,000 sf, a 200-key hotel, and a 25,000 square foot retail building. In January 2016, HYM received design review BRA approvals for the first two buildings, a 43-story 1 million square foot office building and 45-story 486-unit residential tower.

With an extraordinary East Cambridge location that captures breathtaking views of the Boston skyline and its surroundings, this premier residential tower offers the most distinctive level of

urban living. Twenty120 was designed to place an exceptional mix of recreational and retail pursuits right outside your door. All in one of the most acclaimed pedestrian-friendly and cycling-

enthusiastic neighborhoods. Part of NorthPoint's 45-acre master-planned development, Twenty120 is minutes from the Charles River and an extensive park system that provides outstanding

recreational opportunities along its miles of beautiful banks. In

addition, Kendall Square, Charlestown and The North End are just moments away.

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HYM Projects Boston Landing, Boston, Massachusetts

Boston Landing is a mixed-use development encompassing

approximately 15 acres of land along the Massachusetts Turnpike

in Boston’s Brighton neighborhood. Located adjacent to the

existing New Balance World Headquarters Building, the

revitalized site will include 1.6 million sf of new development in

seven buildings, including a 175-key hotel, a 275-unit residential

building, the Boston Bruins practice facility and public ice arena,

230,000 square foot Class A office building, 80,000 sf of ground

level retail, and a 440,000 square foot sports complex with

seating for 5,000 spectators. HYM is currently managing the

design and construction of 80 Guest Street, comprised of the new

practice facility for the Boston Bruins and attached 230,000 sf

office building. Construction on this phase will be completed in

September 2016.

Government Center Garage, Boston, Massachusetts

The Government Center Garage Redevelopment is a 2.9 million square foot mixed-use development that will transform a 1960’s blighted relic of Boston’s urban renewal era into a thriving 24-hour neighborhood. The new vision will replace the existing above-grade garage with six iconic buildings, engaging ground floor retail and an outdoor public plaza. Upon completion, the Government Center Garage Redevelopment will include two residential buildings totaling approximately 780-units, two office buildings totaling approximately 1,145,000 sf, a 200-key hotel, and a 25,000 square foot retail building. In January 2016, HYM received design review BRA approvals for the first two buildings, a 43-story 1 million square foot office building and 45-story 486-unit residential tower.

Twenty|20, Cambridge, Massachusetts

With an extraordinary East Cambridge location that captures

breathtaking views of the Boston skyline and its surroundings,

this premier residential tower offers the most distinctive level of

urban living. Twenty|20 was designed to place an exceptional

mix of recreational and retail pursuits right outside your door. All

in one of the most acclaimed pedestrian-friendly and cycling-

enthusiastic neighborhoods. Part of NorthPoint’s 45-acre master-

planned development, Twenty|20 is minutes from the Charles

River and an extensive park system that provides outstanding

recreational opportunities along its miles of beautiful banks. In

addition, Kendall Square, Charlestown and The North End are

just moments away.

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2.3 References from Government Officials on Similar Development Projects

References from local officials and their contact information are provided in Appendix B.

SECTION 3 — PROJECT DESCRIPTION AND PROJECT TIMELINE

3.1 Existing Conditions

The Project is being developed on approximately 34.5 acres of land in the North Point neighborhood, situated near the borders of Cambridge, Somerville and Boston, between 1-93 and the Charles River Dam Road, and straddles the Gilmore Bridge, which connects Charlestown to East Cambridge.13 Except for buildings EF1 and EF2, the Project Site is currently vacant land formerly used for industrial and railroad purposes. An approximately 11-acre portion of the Site has been converted into a publicly accessible recreational park. The Project Site is directly adjacent to the MBTA/Green Line Lechmere station, with excellent access to Boston.

The Site constitutes the entirety of the proposed Economic Development District, which will be located on three properties, each owned by separate affiliates of the Proponent. Specifically, EF1 is owned by Efekta Schools, Inc., EF2 is owned by Efekta House, Inc. (both of which are part of EF's group of real estate companies in North America), and the remainder of the Site is owned by DW NP Property, LLC, a Delaware limited liability company, an affiliate of DivcoWest. The portion of the Site owned by Divco will feature the portion of the Project known as "NorthPoint". The Site is more specifically described in Appendix C. As further described in Section 4.1, these parcels will constitute the Economic Development District.

The majority of the limited roadway and utility infrastructure in the vicinity of the Project Site is several decades old. This infrastructure has many functional deficiencies, and was designed and constructed at a time when less attention was paid to environmental impacts. The Site is located near the Charles River basin, a sensitive environmental area. The existing storm drainage infrastructure directs large volumes of surface runoff into a river with a minimum of pollution controls. This configuration is harmful to the environment and requires modernization in order to achieve the sustainability goals of the Project.

The Project is not located within a Growth District; however, Cambridge has been determined by the Commonwealth's Economic Assistance Coordinating Council to be an Economically Distressed Area, as defined in the I-Cubed Statute.14

3.2 Vision

The Project will transform an underutilized industrial area with limited existing development into a vibrant, mixed-use neighborhood. When completed, the Project is anticipated to include thousands of new homes, millions of square feet of new, first class educational and office space, and complementary restaurant and retail businesses. By creating a multi-function mix of uses, the Project will decrease automotive dependency by providing, among other benefits, bicycle accommodations and designated car and vanpool parking areas.

13 For purposes of this PEDP, the Site includes approximately 28.8 acres owned by within Cambridge, and 5.7 acres owned by EF. The Site excludes areas owned (or to be owned) by Divco outside of the Economic Development District boundaries. 14 See http://www.mass.govieea/docsidep/cleanup/economically-distressed-areas.pdf.

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SECTION 3 – PROJECT DESCRIPTION AND PROJECT TIMELINE

3.1 Existing Conditions

The Project is being developed on approximately 34.5 acres of land in the North Point neighborhood, situated near the borders of Cambridge, Somerville and Boston, between I-93 and the Charles River Dam Road, and straddles the Gilmore Bridge, which connects Charlestown to East Cambridge.13 Except for buildings EF1 and EF2, the Project Site is currently vacant land formerly used for industrial and railroad purposes. An approximately 11-acre portion of the Site has been converted into a publicly accessible recreational park. The Project Site is directly adjacent to the MBTA/Green Line Lechmere station, with excellent access to Boston.

The Site constitutes the entirety of the proposed Economic Development District, which will be located on three properties, each owned by separate affiliates of the Proponent. Specifically, EF1 is owned by Efekta Schools, Inc., EF2 is owned by Efekta House, Inc. (both of which are part of EF’s group of real estate companies in North America), and the remainder of the Site is owned by DW NP Property, LLC, a Delaware limited liability company, an affiliate of DivcoWest. The portion of the Site owned by Divco will feature the portion of the Project known as “NorthPoint”. The Site is more specifically described in Appendix C. As further described in Section 4.1, these parcels will constitute the Economic Development District.

The majority of the limited roadway and utility infrastructure in the vicinity of the Project Site is several decades old. This infrastructure has many functional deficiencies, and was designed and constructed at a time when less attention was paid to environmental impacts. The Site is located near the Charles River basin, a sensitive environmental area. The existing storm drainage infrastructure directs large volumes of surface runoff into a river with a minimum of pollution controls. This configuration is harmful to the environment and requires modernization in order to achieve the sustainability goals of the Project.

The Project is not located within a Growth District; however, Cambridge has been determined by the Commonwealth’s Economic Assistance Coordinating Council to be an Economically Distressed Area, as defined in the I-Cubed Statute.14

3.2 Vision

The Project will transform an underutilized industrial area with limited existing development into a vibrant, mixed-use neighborhood. When completed, the Project is anticipated to include thousands of new homes, millions of square feet of new, first class educational and office space, and complementary restaurant and retail businesses. By creating a multi-function mix of uses, the Project will decrease automotive dependency by providing, among other benefits, bicycle accommodations and designated car and vanpool parking areas.

13 For purposes of this PEDP, the Site includes approximately 28.8 acres owned by within Cambridge, and 5.7 acres owned by EF. The Site excludes areas owned (or to be owned) by Divco outside of the Economic Development District boundaries. 14 See http://www.mass.gov/eea/docs/dep/cleanup/economically-distressed-areas.pdf.

The Project further embodies smart growth principles because of its location in close proximity to public transportation and urban centers. Ideally situated to take advantage of available public transportation services in the area, including the Lechmere Green Line station and the Community College Orange Line station, it is anticipated that many of the Site's employees, students, visitors, and residents will take advantage of the public and alternative transportation options, as EF's employees and students already do today. Improved pathways and sidewalks will continue to encourage pedestrian and bicycle, rather than vehicle, travel between destinations within the Project.

In addition, the Project will advance equity by creating affordable housing units that will be available to the community It is currently contemplated that the Project will include residential buildings collectively comprised of approximately 2,300 residential units. For each building, a percentage of the total number of units will be restricted as affordable, in accordance with 801 CMR 51.06(2)(e)(3) and the City's Inclusionary Housing Ordinance. The inclusion of affordable units will provide residents of the community with opportunities for affordable housing with access to jobs, landscaped public parks, and other public amenity areas, using a variety of low-impact transportation options, including bicycling, walking, and public transportation.

The Project's concentrated mix of uses, infrastructure improvements, and design components will also demonstrate a commitment to sustainable, "smart growth" development to create a highly desirable destination community that will generate environmental and economic benefits at the local, state, and regional levels. Located near 1-93 and several key roadways connecting Cambridge to Somerville and Boston, the Project will improve the area surrounding an important regional roadway hub with ample access to public transportation and pedestrian pathways. With the investment in utility infrastructure to be funded by I-Cubed, the Project will also spur growth in the vicinity of the Project Site. Improved roadways, drainage, and sewer infrastructure will allow for sustainable, controlled growth in this area. Vital environmental resources, such as groundwater and the Charles River, will be protected by improvements to the existing drainage infrastructure. Because of its location near important rail and roadway interchanges, as well as vital environmental resources, the Project will benefit not only the City, but also the surrounding communities.

3.3 Project Description

Once fully built-out, this transit-oriented Project will include up to 2,303 residences and approximately 2,695,000 sf of commercial space comprised of office, lab, and educational use, including up to approximately 300,000 sf of retail and restaurant use. As shown on the site plan in Figure 3.3 below and as currently contemplated, the Project will include the following elements:

• EF1: EF Education First's building located at One Education Street, which contains a mix of office and educational uses with accessory retail and parking. This building is approximately 240,000 sf and recently completed major interior renovations to allow for the expansion of Hult International Business School,

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The Project further embodies smart growth principles because of its location in close proximity to public transportation and urban centers. Ideally situated to take advantage of available public transportation services in the area, including the Lechmere Green Line station and the Community College Orange Line station, it is anticipated that many of the Site’s employees, students, visitors, and residents will take advantage of the public and alternative transportation options, as EF’s employees and students already do today. Improved pathways and sidewalks will continue to encourage pedestrian and bicycle, rather than vehicle, travel between destinations within the Project.

In addition, the Project will advance equity by creating affordable housing units that will be available to the community. It is currently contemplated that the Project will include residential buildings collectively comprised of approximately 2,300 residential units. For each building, a percentage of the total number of units will be restricted as affordable, in accordance with 801 CMR 51.06(2)(e)(3) and the City’s Inclusionary Housing Ordinance. The inclusion of affordable units will provide residents of the community with opportunities for affordable housing with access to jobs, landscaped public parks, and other public amenity areas, using a variety of low-impact transportation options, including bicycling, walking, and public transportation.

The Project’s concentrated mix of uses, infrastructure improvements, and design

components will also demonstrate a commitment to sustainable, “smart growth” development to create a highly desirable destination community that will generate environmental and economic benefits at the local, state, and regional levels. Located near I-93 and several key roadways connecting Cambridge to Somerville and Boston, the Project will improve the area surrounding an important regional roadway hub with ample access to public transportation and pedestrian pathways. With the investment in utility infrastructure to be funded by I-Cubed, the Project will also spur growth in the vicinity of the Project Site. Improved roadways, drainage, and sewer infrastructure will allow for sustainable, controlled growth in this area. Vital environmental resources, such as groundwater and the Charles River, will be protected by improvements to the existing drainage infrastructure. Because of its location near important rail and roadway interchanges, as well as vital environmental resources, the Project will benefit not only the City, but also the surrounding communities.

3.3 Project Description

Once fully built-out, this transit-oriented Project will include up to 2,303 residences and approximately 2,695,000 sf of commercial space comprised of office, lab, and educational use, including up to approximately 300,000 sf of retail and restaurant use. As shown on the site plan in Figure 3.3 below and as currently contemplated, the Project will include the following elements:

EF1: EF Education First’s building located at One Education Street, which

contains a mix of office and educational uses with accessory retail and parking. This building is approximately 240,000 sf and recently completed major interior renovations to allow for the expansion of Hult International Business School,

including ground-floor enhancements to the lobby and its restaurant and bar Little Lingo.

• EF2: EF Education First's new North American Headquarters located at Two Education Circle (formerly known as 8 Education Street), which was completed in October 2014. The approximately 295,000 sf building contains a mix of office and educational uses with a ground-floor public restaurant and lobby.

• NorthPoint: The remaining elements of the mixed-use Project, referred to as "NorthPoint" include:

o Retail Square: Development of multiple buildings surrounding a new vibrant retail square that is intended to be delivered at the same time as the new Lechmere T Station.

o Commercial Spine: A commercial spine element with commercial (office and lab) and mixed buildings on the northern side of the project, adjacent to the MBTA commuter rail yards.

o Residential Park Parcels: Two residential buildings along NorthPoint Common.

o Infill Parcels: Three residential buildings located on Parcels A, C and D, which are the parcels closest to the retail square.

Primary vehicle access to the Site will be provided by way of new, public roadways, which will intersect with or connect to North Point Boulevard. EF1 and EF2 are accessed by Education Street, which connects from Museum Way and across North Point Boulevard to EF2. Direct pedestrian access between all development areas of the Project is provided by way of the extensive network of sidewalks and pedestrian crossing locations that link the Site to the sidewalk system along Charles River Dam Road and through North Point Park to Charlestown.

The Project will feature an enhanced open space network that will create a rich park-like environment intended to foster pedestrian activity and to benefit commercial activity at the Project, as well as the surrounding East Cambridge residential neighborhood. The Project will feature an active retail streetscape near the Retail Square portion of the Site, with restaurants and retail uses. Additional program details will be provided under separate cover. Table 1 below provides a summary of the proposed development program.

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including ground-floor enhancements to the lobby and its restaurant and bar Little Lingo.

EF2: EF Education First’s new North American Headquarters located at Two

Education Circle (formerly known as 8 Education Street), which was completed in October 2014. The approximately 295,000 sf building contains a mix of office and educational uses with a ground-floor public restaurant and lobby.

NorthPoint: The remaining elements of the mixed-use Project, referred to as

“NorthPoint” include:

o Retail Square: Development of multiple buildings surrounding a new

vibrant retail square that is intended to be delivered at the same time as the new Lechmere T Station.

o Commercial Spine: A commercial spine element with commercial (office and lab) and mixed buildings on the northern side of the project, adjacent to the MBTA commuter rail yards.

o Residential Park Parcels: Two residential buildings along NorthPoint Common.

o Infill Parcels: Three residential buildings located on Parcels A, C and D, which are the parcels closest to the retail square.

Primary vehicle access to the Site will be provided by way of new, public roadways, which will intersect with or connect to North Point Boulevard. EF1 and EF2 are accessed by Education Street, which connects from Museum Way and across North Point Boulevard to EF2. Direct pedestrian access between all development areas of the Project is provided by way of the extensive network of sidewalks and pedestrian crossing locations that link the Site to the sidewalk system along Charles River Dam Road and through North Point Park to Charlestown.

The Project will feature an enhanced open space network that will create a rich park-like environment intended to foster pedestrian activity and to benefit commercial activity at the Project, as well as the surrounding East Cambridge residential neighborhood. The Project will feature an active retail streetscape near the Retail Square portion of the Site, with restaurants and retail uses. Additional program details will be provided under separate cover. Table 1 below provides a summary of the proposed development program.

Table 1- North Point Mixed Use Project*

Building Building SF (Initial PEDP)

Proposed Building SF (Updated)

Proposed Land Use(s)

EF1 240,000 240,000 Education/Office

EF2 295,000 295,000 Education/Office

A 360,407 550,407 Residential

B 120,000 320,000 Residential

C/D 490,000 280,000 Residential

E/F 540,000 440,000 Commercial/Office

G 445,000 400,000 Commercial/Office

H 300,000 400,000 Commercial/Office

I 440,000 390,000 Mixed-Use

J/K 520,000 370,000 Mixed-Use

L 280,000 280,000 Residential

M 205,000 205,000 Residential

R 140,000 130,000 Mixed-Use

Q 155,000 212,000 Commercial/Office

U 320,000 320,000 Commercial/Office

V 181,855 181,855 Residential

W 0 18,000 Mixed-Use

Total 5,032,262 5,032,262

*All figures are estimates and are subject to change. The Project now excludes Parcel "N", which was previously included in prior submissions to the Commonwealth in connection with the Project.

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Table 1 – North Point Mixed Use Project*

Building Building SF (Initial PEDP)

Proposed Building SF (Updated)

Proposed Land Use(s)

EF1 240,000 240,000 Education/Office

EF2 295,000 295,000 Education/Office

A 360,407 550,407 Residential

B 120,000 320,000 Residential

C/D 490,000 280,000 Residential

E/F 540,000 440,000 Commercial/Office

G 445,000 400,000 Commercial/Office

H 300,000 400,000 Commercial/Office

I 440,000 390,000 Mixed-Use

J/K 520,000 370,000 Mixed-Use

L 280,000 280,000 Residential

M 205,000 205,000 Residential

R 140,000 130,000 Mixed-Use

Q 155,000 212,000 Commercial/Office

U 320,000 320,000 Commercial/Office

V 181,855 181,855 Residential

W 0 18,000 Mixed-Use

Total 5,032,262 5,032,262

*All figures are estimates and are subject to change. The Project now excludes Parcel “N”, which was previously included in prior submissions to the Commonwealth in connection with the Project.

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Figure 3.3 –Project Site Plan

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Key

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Residential, Commercial or Mixed Use

Commercial/Office

Office/Educational

Proposed Building Use

3.4 Consistency with the Commonwealth's Sustainable Development Principles

The Project embodies the Commonwealth's Sustainable Development Principles as described below:

1. Concentrate Development and Mix Uses: The Project meets the Commonwealth's first goal through the reuse of a deteriorated and underutilized site in an already developed area. Further, the Project activates this Site by bringing together retail, restaurant, office, recreational, educational, and residential uses that complement one another in a pedestrian friendly development.

2. Advance Equity: A large number of both construction and permanent jobs will be created at all levels of the income spectrum, creating important social equity benefits. These jobs will be available to residents of Cambridge and the region as a whole and, in many cases, will provide opportunities for advancement. Many of these jobs will also be accessible by public transportation and, as a result, will not be constrained to those who own or have access to a vehicle. The residential component will advance the City of Cambridge's housing equality goals by including affordable housing units as each residential building is constructed. The inclusion of such units at the Project will provide individuals in the community with opportunities for housing with access to landscaped public parks, public amenity areas, and jobs at all levels of the income spectrum, using a variety of low impact transportation options, including bicycling, walking, and using public transportation. Furthermore, the Proponent has hosted a series of community meetings to foster inclusive community planning and decision making.

3. Make Efficient Decisions: The Project has benefitted from a regulatory and permitting process that was intended to streamline the process. The City of Cambridge has project management staff and planning consultants in order to manage the approval process in an efficient manner. The existing Special Permits allow for administrative-level approvals that move in lock step with the logical sequencing of the evolution of the development of the Project. The Proponent will apply for essentially non-discretionary design review approvals from the City's Planning Board at each stage of further development. In addition, the Project is consistent with the principal goals of the City's Comprehensive Plan, and will include preservation of open space, redevelopment of existing sites, promoting public transportation and mixing uses to better activate sites. This Project meets many of the goals of Cambridge's long-term plans.

4. Protect Land and Ecosystems: The Project takes advantage of underutilized, previously-industrial/railroad land thereby freeing undeveloped land for open space or conservation opportunities. With the construction of new drainage and utility infrastructure in and around the Site, the Project will improve the environmental conditions of the Site which suffer from uncontrolled stormwater run-off. Further, the Project will create open space areas and pedestrian connections both from adjacent neighborhoods and within the Site.

5. Use Natural Resources Wisely: As discussed in greater detail herein, the Proponent developed a comprehensive strategy to conserve resources. In addition to implementing other mitigation designs, the Project will promote the conservation of energy and water by including new technologies designed to reduce energy and water consumption.

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3.4 Consistency with the Commonwealth’s Sustainable Development Principles

The Project embodies the Commonwealth’s Sustainable Development Principles as described below:

1. Concentrate Development and Mix Uses: The Project meets the Commonwealth’s first goal through the reuse of a deteriorated and underutilized site in an already developed area. Further, the Project activates this Site by bringing together retail, restaurant, office, recreational, educational, and residential uses that complement one another in a pedestrian friendly development.

2. Advance Equity: A large number of both construction and permanent jobs will be created at all levels of the income spectrum, creating important social equity benefits. These jobs will be available to residents of Cambridge and the region as a whole and, in many cases, will provide opportunities for advancement. Many of these jobs will also be accessible by public transportation and, as a result, will not be constrained to those who own or have access to a vehicle. The residential component will advance the City of Cambridge’s housing equality goals by including affordable housing units as each residential building is constructed. The inclusion of such units at the Project will provide individuals in the community with opportunities for housing with access to landscaped public parks, public amenity areas, and jobs at all levels of the income spectrum, using a variety of low impact transportation options, including bicycling, walking, and using public transportation. Furthermore, the Proponent has hosted a series of community meetings to foster inclusive community planning and decision making.

3. Make Efficient Decisions: The Project has benefitted from a regulatory and permitting process that was intended to streamline the process. The City of Cambridge has project management staff and planning consultants in order to manage the approval process in an efficient manner. The existing Special Permits allow for administrative-level approvals that move in lock step with the logical sequencing of the evolution of the development of the Project. The Proponent will apply for essentially non-discretionary design review approvals from the City’s Planning Board at each stage of further development. In addition, the Project is consistent with the principal goals of the City’s Comprehensive Plan, and will include preservation of open space, redevelopment of existing sites, promoting public transportation and mixing uses to better activate sites. This Project meets many of the goals of Cambridge’s long-term plans.

4. Protect Land and Ecosystems: The Project takes advantage of underutilized, previously-industrial/railroad land thereby freeing undeveloped land for open space or conservation opportunities. With the construction of new drainage and utility infrastructure in and around the Site, the Project will improve the environmental conditions of the Site which suffer from uncontrolled stormwater run-off. Further, the Project will create open space areas and pedestrian connections both from adjacent neighborhoods and within the Site.

5. Use Natural Resources Wisely: As discussed in greater detail herein, the Proponent developed a comprehensive strategy to conserve resources. In addition to implementing other mitigation designs, the Project will promote the conservation of energy and water by including new technologies designed to reduce energy and water consumption.

6. Expand Housing Opportunities: The residential portion of the Project includes up to 2,303 new housing units. These units will increase the diversity of housing options available within the City of Cambridge. The Project will attract individuals from a range of socioeconomic groups, including young couples, singles, families, and empty nesters, as well as semi-retired/retired persons. In addition, the Project buildings will include designated affordable units in each building, which will expand housing opportunities to those who are otherwise unable to afford housing in East Cambridge.

7. Provide Transportation Choice: The Project is situated adjacent to the MBTA's Lechmere Green Line station and near the Community College Orange Line Station, which facilitates opportunities to minimize vehicle trips and encourages alternative modes of travel. The recent addition of the Brian Murphy Memorial Staircase, completed in connection with the Twenty/20 development and now owned by Divco, directly connects the sidewalk on the northerly side of the John F. Gilmore Bridge to the Site, making the Site much more convenient to the Orange Line Station. The mix of uses and the inclusion of pedestrian pathways and sidewalks will provide residents of the Project with opportunities for working and shopping without the need for a vehicle. For example, a recent transportation survey showed that more than 75% of EF's existing staff and Hult students walk, bike, or take public transportation to EF1 and EF2. Furthermore, the Public Infrastructure Improvements will reduce congestion, conserve fuel and improve air quality by improving the roadway network in the vicinity of Gilmore Bridge, Land Boulevard, Monsignor O'Brien Highway, and the Charles River Dam Road, which are main thoroughfares connecting the Project and nearby sites to Boston, East Cambridge, Somerville and Charlestown, as well as nearby Interstate 93 and other highways. The proposed Public Infrastructure Improvements will provide many transportation options.

8. Increase Job and Business Opportunities: The Project will attract businesses and jobs to locations near housing, infrastructure and transportation options. Construction of EF1 and EF2 created, after accounting for displacement in accordance with the I-Cubed Regulations, approximately 400 full-time construction jobs. In addition, EF1 and EF2 already created approximately 1,000 new full time equivalent jobs for a broad range of wage and skill levels. As development continues, the Project will generate a significant number of new ongoing and construction jobs, at a variety of wage and skill levels, which will be accessible via public transportation and from housing (including affordable housing) located at the Project, which will provide important social equity benefits.

9. Promote Clean Energy: Through the implementation of a comprehensive strategy, including responsive mitigation design and operational commitments, each building at the Project is planned be, at a minimum, LEED Certifiable. These and additional measures will provide environmental benefits ranging from the preservation of natural resources and water conservation, to the diversion of construction waste from landfills and improved indoor environmental quality for building occupants. The benefits to be realized by these measures, combined with the Proponent's long-standing commitment to responsive design and overall environmental stewardship, reinforces the Project's consistency with the Commonwealth's clean energy objectives.

10. Plan Regionally: The Project emphasizes a mixed-use approach to address the needs of the local and regional markets. Further, the Project is situated near the border of three large

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6. Expand Housing Opportunities: The residential portion of the Project includes up to 2,303 new housing units. These units will increase the diversity of housing options available within the City of Cambridge. The Project will attract individuals from a range of socioeconomic groups, including young couples, singles, families, and empty nesters, as well as semi-retired/retired persons. In addition, the Project buildings will include designated affordable units in each building, which will expand housing opportunities to those who are otherwise unable to afford housing in East Cambridge.

7. Provide Transportation Choice: The Project is situated adjacent to the MBTA’s Lechmere Green Line station and near the Community College Orange Line Station, which facilitates opportunities to minimize vehicle trips and encourages alternative modes of travel. The recent addition of the Brian Murphy Memorial Staircase, completed in connection with the Twenty/20 development and now owned by Divco, directly connects the sidewalk on the northerly side of the John F. Gilmore Bridge to the Site, making the Site much more convenient to the Orange Line Station. The mix of uses and the inclusion of pedestrian pathways and sidewalks will provide residents of the Project with opportunities for working and shopping without the need for a vehicle. For example, a recent transportation survey showed that more than 75% of EF’s existing staff and Hult students walk, bike, or take public transportation to EF1 and EF2. Furthermore, the Public Infrastructure Improvements will reduce congestion, conserve fuel and improve air quality by improving the roadway network in the vicinity of Gilmore Bridge, Land Boulevard, Monsignor O’Brien Highway, and the Charles River Dam Road, which are main thoroughfares connecting the Project and nearby sites to Boston, East Cambridge, Somerville and Charlestown, as well as nearby Interstate 93 and other highways. The proposed Public Infrastructure Improvements will provide many transportation options.

8. Increase Job and Business Opportunities: The Project will attract businesses and jobs to locations near housing, infrastructure and transportation options. Construction of EF1 and EF2 created, after accounting for displacement in accordance with the I-Cubed Regulations, approximately 400 full-time construction jobs. In addition, EF1 and EF2 already created approximately 1,000 new full time equivalent jobs for a broad range of wage and skill levels. As development continues, the Project will generate a significant number of new ongoing and construction jobs, at a variety of wage and skill levels, which will be accessible via public transportation and from housing (including affordable housing) located at the Project, which will provide important social equity benefits.

9. Promote Clean Energy: Through the implementation of a comprehensive strategy, including responsive mitigation design and operational commitments, each building at the Project is planned be, at a minimum, LEED Certifiable. These and additional measures will provide environmental benefits ranging from the preservation of natural resources and water conservation, to the diversion of construction waste from landfills and improved indoor environmental quality for building occupants. The benefits to be realized by these measures, combined with the Proponent’s long-standing commitment to responsive design and overall environmental stewardship, reinforces the Project’s consistency with the Commonwealth’s clean energy objectives.

10. Plan Regionally: The Project emphasizes a mixed-use approach to address the needs of the local and regional markets. Further, the Project is situated near the border of three large

cities, which is a focal point of activity for both local and through traffic. The Public Infrastructure Improvements will upgrade existing deteriorated local roadways and utility infrastructure, enabling important economic development in a densely populated, heavily traveled region. The area in the vicinity of the Project, including the corridor along the proposed Green Line Extension Project, has been an area of focus for regional planning for decades, as evidenced by the emphasis of the Metropolitan Area Planning Council ("MAPC"), the MBTA and MassDOT for infrastructure improvements. The Project and the related Public Infrastructure Improvements complement the planned improvements to be undertaken by MassDOT. In this and many other ways, the Project is consistent with the goals outlined in the Comprehensive Plan and the MAPC's MetroFuture Regional Plan 2008.

3.5 Compliance with Zoning & Status of Permitting

As described above, the Proponent submits this PEDP with acknowledgement of the potential for the imposition of infrastructure assessments on the Assessment Parcel in the event of a shortfall, in accordance with the terms of an Infrastructure Development Assistance Agreement to be executed by the Proponent, the Secretary, the Agency, and the City (the "IDAA"). The Proponent has spent years planning and permitting the Project in close consultation with local and state officials, as well as area residents and businesses. The Project enjoys widespread support in the community

The Site is located within the "North Point Residence, Office and Business District" and the "NP PUD-6" planned unit development ("PUD") overlay district (the "PUD District" and collectively, the "North Point Zoning Districts"). The North Point Zoning Districts were planned and adopted to provide for the coordinated mixed use development of the Project Site. In Cambridge, a project located within a PUD overlay district may conform with the underlying base zoning district or with the PUD controls and process, which provides flexible zoning guidelines to permit the integration of diverse land uses and densities within a development project. The creation of a PUD requires the review and approval of a Development Proposal and a Final Development Plan, which Plan sets forth in final form the specifics of the proposed development and to allow review for any additional items not present in the Development Proposal. A PUD is established by a special permit granted by the Cambridge Planning Board, acting as the special permit granting authority.

For new construction projects of 50,000 sf or more in certain districts, such as the PUD District, a "Project Review Special Permit" is required to ensure conformity with the traffic and urban design standards and that no substantial adverse impacts on city traffic are created. Where a special permit for a PUD (a "PUD Special Permit") and a Project Review Special Permit are required for the same project, which was the case for NorthPoint, EF1 and EF2, both special permits are generally issued together by the Planning Board under a single decision.

On March 11, 2003, the Planning Board issued a PUD Special Permit and a Project Review Special Permit for the NorthPoint portion of the Site in a Notice of Decision Final Development Plan (Case No. PB #179) filed with the Office of the City Clerk on April 15, 2003, which was amended by Minor Amendment #1 approved on March 6, 2007, further amended by Minor Amendment #2 approved on November 18, 2008, further amended by Major Amendment #3 approved on October 16, 2012, further amended by Minor Amendment #4 approved on

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cities, which is a focal point of activity for both local and through traffic. The Public Infrastructure Improvements will upgrade existing deteriorated local roadways and utility infrastructure, enabling important economic development in a densely populated, heavily traveled region. The area in the vicinity of the Project, including the corridor along the proposed Green Line Extension Project, has been an area of focus for regional planning for decades, as evidenced by the emphasis of the Metropolitan Area Planning Council (“MAPC”), the MBTA and MassDOT for infrastructure improvements. The Project and the related Public Infrastructure Improvements complement the planned improvements to be undertaken by MassDOT. In this and many other ways, the Project is consistent with the goals outlined in the Comprehensive Plan and the MAPC’s MetroFuture Regional Plan 2008.

3.5 Compliance with Zoning & Status of Permitting

As described above, the Proponent submits this PEDP with acknowledgement of the potential for the imposition of infrastructure assessments on the Assessment Parcel in the event of a shortfall, in accordance with the terms of an Infrastructure Development Assistance Agreement to be executed by the Proponent, the Secretary, the Agency, and the City (the “IDAA”). The Proponent has spent years planning and permitting the Project in close consultation with local and state officials, as well as area residents and businesses. The Project enjoys widespread support in the community.

The Site is located within the “North Point Residence, Office and Business District” and the “NP PUD-6” planned unit development (“PUD”) overlay district (the “PUD District” and collectively, the “North Point Zoning Districts”). The North Point Zoning Districts were planned and adopted to provide for the coordinated mixed use development of the Project Site. In Cambridge, a project located within a PUD overlay district may conform with the underlying base zoning district or with the PUD controls and process, which provides flexible zoning guidelines to permit the integration of diverse land uses and densities within a development project. The creation of a PUD requires the review and approval of a Development Proposal and a Final Development Plan, which Plan sets forth in final form the specifics of the proposed development and to allow review for any additional items not present in the Development Proposal. A PUD is established by a special permit granted by the Cambridge Planning Board, acting as the special permit granting authority.

For new construction projects of 50,000 sf or more in certain districts, such as the PUD District, a “Project Review Special Permit” is required to ensure conformity with the traffic and urban design standards and that no substantial adverse impacts on city traffic are created. Where a special permit for a PUD (a “PUD Special Permit”) and a Project Review Special Permit are required for the same project, which was the case for NorthPoint, EF1 and EF2, both special permits are generally issued together by the Planning Board under a single decision.

On March 11, 2003, the Planning Board issued a PUD Special Permit and a Project

Review Special Permit for the NorthPoint portion of the Site in a Notice of Decision Final Development Plan (Case No. PB #179) filed with the Office of the City Clerk on April 15, 2003, which was amended by Minor Amendment #1 approved on March 6, 2007, further amended by Minor Amendment #2 approved on November 18, 2008, further amended by Major Amendment #3 approved on October 16, 2012, further amended by Minor Amendment #4 approved on

January 20, 2015, and further amended by Minor Amendment #5, approved on July 28, 2015. The Proponent plans to adjust the Project's overall massing and site plan through an additional amendment to the NP Special Permit, with approval anticipated in the spring of 2016.

EF1 was permitted pursuant to PUD Special Permit (Case No. PB#85) issued on June 20, 1989, as amended. On October 29, 2013, the Planning Board adopted Major Amendment #4, permitting the use of the building for both educational and office uses. The building is fully constructed and no further zoning approvals are required.

EF2 was permitted pursuant to PUD Special Permit (Case No. PB#262) filed with the Cambridge City Clerk on December 5, 2011. The building is completed and no further zoning approvals are required.

The Project is consistent with the City of Cambridge's Comprehensive Master Plan and the broader planning goals established by the MAPC in the MetroFuture Regional Plan 2008. In accordance with both plans, the Project utilizes smart growth strategies to redevelop existing sites served by existing infrastructure and public transportation and the Project will contribute to the mix of housing types available to Cambridge residents, including affordable housing units. The Project evidences excellent design, creating a pedestrian friendly environment with connections between the retail, restaurant, office, and residential uses, as well as public transportation options. Additionally, the Project significantly furthers Cambridge's Comprehensive Plan by revitalizing a degraded and underutilized parcel, which the City has specifically identified as a priority site for mixed-use development.

As noted above, the NorthPoint portion of the Site is subject to a Certificate on the Final Environmental Impact Report (the "MEPA Certificate"), issued by the Secretary of the Executive Office of Energy and Environmental Affairs (the "Secretary") under the Massachusetts Environmental Policy Act ("MEPA") on December 16, 2002, indicating the Project completed review under MEPA and its implementing regulations.

No major discretionary permits or approvals are required to carry out the proposed Economic Development Project other than:

• Amendment to NP Special Permit;

• Environmental permits that may be related to the uses of specific occupants at the NorthPoint project;

• Design Review for all NorthPoint project elements within the City of Cambridge;

• Massachusetts Water Resources Agency (MWRA) & City of Cambridge Sewer Connection Permits; and

• MassDOT Access Permit for creation of First Street Extension onto NorthPoint project as part of the Monsignor O'Brien Highway Reconstruction.

The opinion from Proponent's Counsel addressing the Project's compliance with state and local land use laws and regulations is attached hereto as Appendix D.

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January 20, 2015, and further amended by Minor Amendment #5, approved on July 28, 2015. The Proponent plans to adjust the Project’s overall massing and site plan through an additional amendment to the NP Special Permit, with approval anticipated in the spring of 2016.

EF1 was permitted pursuant to PUD Special Permit (Case No. PB#85) issued on June 20,

1989, as amended. On October 29, 2013, the Planning Board adopted Major Amendment #4, permitting the use of the building for both educational and office uses. The building is fully constructed and no further zoning approvals are required.

EF2 was permitted pursuant to PUD Special Permit (Case No. PB#262) filed with the Cambridge City Clerk on December 5, 2011. The building is completed and no further zoning approvals are required.

The Project is consistent with the City of Cambridge’s Comprehensive Master Plan and

the broader planning goals established by the MAPC in the MetroFuture Regional Plan 2008. In accordance with both plans, the Project utilizes smart growth strategies to redevelop existing sites served by existing infrastructure and public transportation and the Project will contribute to the mix of housing types available to Cambridge residents, including affordable housing units. The Project evidences excellent design, creating a pedestrian friendly environment with connections between the retail, restaurant, office, and residential uses, as well as public transportation options. Additionally, the Project significantly furthers Cambridge’s Comprehensive Plan by revitalizing a degraded and underutilized parcel, which the City has specifically identified as a priority site for mixed-use development.

As noted above, the NorthPoint portion of the Site is subject to a Certificate on the Final Environmental Impact Report (the “MEPA Certificate”), issued by the Secretary of the Executive Office of Energy and Environmental Affairs (the “Secretary”) under the Massachusetts Environmental Policy Act (“MEPA”) on December 16, 2002, indicating the Project completed review under MEPA and its implementing regulations.

No major discretionary permits or approvals are required to carry out the proposed Economic Development Project other than:

Amendment to NP Special Permit;

Environmental permits that may be related to the uses of specific occupants at the NorthPoint project;

Design Review for all NorthPoint project elements within the City of Cambridge;

Massachusetts Water Resources Agency (MWRA) & City of Cambridge Sewer Connection Permits; and

MassDOT Access Permit for creation of First Street Extension onto NorthPoint project as part of the Monsignor O’Brien Highway Reconstruction.

The opinion from Proponent’s Counsel addressing the Project’s compliance with state and local land use laws and regulations is attached hereto as Appendix D.

3.6 Project Schedule

(a) Preliminary Overview of I-Cubed Approval Process

Below please find a list of the major anticipated milestones for the I-Cubed approval process:

Preliminary Approval (Completed Winter/Spring 2016): The PEDP will be reviewed by the Massachusetts Department of Revenue (DOR), the Secretary, the Agency, and the Commonwealth's Independent Consultant, RKG Associates, Inc. ("RKG").

Proponent Updates Economic Development Proposal (Spring 2016): Assuming that the PEDP is approved, the Proponent will update the proposal for submission of a revised, final Economic Development Proposal (the "EDP").

Approval by the City of Cambridge and Submission (Mid-Late Spring 2016): The Cambridge City Council will review the EDP at a public hearing to be held during the spring. The final EDP will be submitted by the Proponent shortly after the City Council's approval of the EDP.

Final Approval (Summer 2016): Consistent with the I-Cubed Regulations, the Secretary will issue a final decision on the EDP.

Issuance of the Bonds (Summer-Early Fall 2016): Negotiation of the IDAA will occur concurrently with the review of the final Economic Development Proposal, enabling bond issuance soon after a decision by the Secretary on the final approval of the EDP.

(b) Project Schedule & Occupancy Date

With the completion and occupancy of EF1 and EF 2, approximately 535,000 sf of Class A office and educational space is completed. The Project is being developed as a single, coordinated mixed-use Project, with a single mixed-use Project Component, with shared infrastructure needs and goals, and with close coordination between EF and Divco. Because EF1 and EF2 are currently occupied and generating sufficient ongoing revenue to cover the anticipated debt service on the Bonds (in excess of the 1.5 debt service coverage ratio required by the I-Cubed Regulations), the Project currently constitutes a single Occupied Project Component (as defined in the Regulations).

Additional elements of the Project are anticipated to be completed within the next 3-5 years. The Public Infrastructure Improvements, and the timing for their completion, are described in more detail below, in Section 4.

3.7 Project Costs and Financing

(a) Project Costs

The I-Cubed Regulations require the Proponent to provide information regarding the total development costs of the Project. The Proponent previously supplied this information, which

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3.6 Project Schedule

(a) Preliminary Overview of I-Cubed Approval Process

Below please find a list of the major anticipated milestones for the I-Cubed approval process:

Preliminary Approval (Completed Winter/Spring 2016): The PEDP will be reviewed by the Massachusetts Department of Revenue (DOR), the Secretary, the Agency, and the Commonwealth’s Independent Consultant, RKG Associates, Inc. (“RKG”).

Proponent Updates Economic Development Proposal (Spring 2016): Assuming that the PEDP is approved, the Proponent will update the proposal for submission of a revised, final Economic Development Proposal (the “EDP”).

Approval by the City of Cambridge and Submission (Mid-Late Spring 2016): The Cambridge City Council will review the EDP at a public hearing to be held during the spring. The final EDP will be submitted by the Proponent shortly after the City Council’s approval of the EDP.

Final Approval (Summer 2016): Consistent with the I-Cubed Regulations, the Secretary will issue a final decision on the EDP.

Issuance of the Bonds (Summer-Early Fall 2016): Negotiation of the IDAA will occur concurrently with the review of the final Economic Development Proposal, enabling bond issuance soon after a decision by the Secretary on the final approval of the EDP.

(b) Project Schedule & Occupancy Date

With the completion and occupancy of EF1 and EF 2, approximately 535,000 sf of Class A office and educational space is completed. The Project is being developed as a single, coordinated mixed-use Project, with a single mixed-use Project Component, with shared infrastructure needs and goals, and with close coordination between EF and Divco. Because EF1 and EF2 are currently occupied and generating sufficient ongoing revenue to cover the anticipated debt service on the Bonds (in excess of the 1.5 debt service coverage ratio required by the I-Cubed Regulations), the Project currently constitutes a single Occupied Project Component (as defined in the Regulations).

Additional elements of the Project are anticipated to be completed within the next 3-5 years. The Public Infrastructure Improvements, and the timing for their completion, are described in more detail below, in Section 4.

3.7 Project Costs and Financing

(a) Project Costs

The I-Cubed Regulations require the Proponent to provide information regarding the total development costs of the Project. The Proponent previously supplied this information, which

was reviewed by RKG and detailed in the RKG Report. Based on the information provided, RKG determined the Project was feasible, but only with the required I-Cubed funds.15 Updated construction cost details pertaining to both the Project and the Public Infrastructure Improvements will be provided by the Proponent to RKG under separate cover.

(b) Financing Status

The Proponent constructed EF1 and EF2 with private investment and financing. In addition, the Proponent will advance conversations with other financial institutions and equity funders to fund construction of the additional NorthPoint elements of the Project. Details of such financial arrangements will be provided to the Commonwealth under separate cover.

Given the degraded infrastructure in the vicinity of the Project, the up-front cost of the necessary Public Infrastructure Improvements is significant. As noted above, without public financing like the Bonds, the long-desired transportation and utility improvements associated with the Project could not be financed. I-Cubed bond financing will enable the Proponent to bridge the gap between the financing that is available for this Project and the estimated Project costs.

15 See Section I.B(8) of the RKG Report.

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was reviewed by RKG and detailed in the RKG Report. Based on the information provided, RKG determined the Project was feasible, but only with the required I-Cubed funds.15 Updated construction cost details pertaining to both the Project and the Public Infrastructure Improvements will be provided by the Proponent to RKG under separate cover.

(b) Financing Status

The Proponent constructed EF1 and EF2 with private investment and financing. In addition, the Proponent will advance conversations with other financial institutions and equity funders to fund construction of the additional NorthPoint elements of the Project. Details of such financial arrangements will be provided to the Commonwealth under separate cover.

Given the degraded infrastructure in the vicinity of the Project, the up-front cost of the necessary Public Infrastructure Improvements is significant. As noted above, without public financing like the Bonds, the long-desired transportation and utility improvements associated with the Project could not be financed. I-Cubed bond financing will enable the Proponent to bridge the gap between the financing that is available for this Project and the estimated Project costs.

15 See Section I.B(8) of the RKG Report.

SECTION 4 — PUBLIC INFRASTRUCTURE IMPROVEMENTS

4.1 Boundaries of the Proposed Economic Development District and Proposed Assessment Parcel

In accordance with 801 CMR 51.06(2)(d)(1), a map of the proposed Economic Development District is provided on Figure 4.1, below, and a textual description of the boundaries is provided in Appendix C, attached hereto.

The IDAA will describe the boundaries of the Assessment Parcel that will be subject to Infrastructure Assessments, and provide the terms and conditions for release of the Assessment Parcel and the method of determining the allocation of debt service in the event the Assessment Parcel is divided into multiple Assessment Parcels, which method will be in accordance with Section 9(b) of the I-Cubed Statute. The Assessment Parcel will be comprised of one or more portions of the Site currently owned by Divco and, at all times, the value of the Assessment Parcel shall be at least $50 million.

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SECTION 4 – PUBLIC INFRASTRUCTURE IMPROVEMENTS

4.1 Boundaries of the Proposed Economic Development District and Proposed Assessment Parcel

In accordance with 801 CMR 51.06(2)(d)(1), a map of the proposed Economic Development District is provided on Figure 4.1, below, and a textual description of the boundaries is provided in Appendix C, attached hereto.

The IDAA will describe the boundaries of the Assessment Parcel that will be subject to Infrastructure Assessments, and provide the terms and conditions for release of the Assessment Parcel and the method of determining the allocation of debt service in the event the Assessment Parcel is divided into multiple Assessment Parcels, which method will be in accordance with Section 9(b) of the I-Cubed Statute. The Assessment Parcel will be comprised of one or more portions of the Site currently owned by Divco and, at all times, the value of the Assessment Parcel shall be at least $50 million.

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Figure 4.1 – Boundaries of Proposed Economic Development District

North Point Boston, Cambridge and Somerville, MA

_ JIVCOWE T

., PAOGRESS

1/22/2016

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MONS!GNOR 0'8RIEN HIGHWAY

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Key

D Economic Development District

"1-Cubed" Economic Development District

4.2 Need for and Benefits of Public Infrastructure Improvements

Over the last few decades, development in East Cambridge and surrounding areas has continued, in many cases without regard to the adequacy and condition of the infrastructure in the area. The Public Infrastructure Improvements will complement MassDOT projects to reconfigure the roadway network in the vicinity of the Site. The Commonwealth has long identified these improvements as being critical to not only the continued operation of the roadway, but also to open up controlled growth in the vicinity the Inner Core Cities of Boston, Cambridge and Somerville, with adequate access to public and alternative transportation.

The existing roadways in the North Point neighborhood have significantly deteriorated and are currently insufficient to support growth in the vicinity of Site. These roadways are outdated and automobile oriented. These will be replaced with a new network of roads, bike paths, and sidewalks, enabling and encouraging alternative modes of transportation and providing better access to public transit.

The Gilmore Bridge will continue to be improved to include elevated pedestrian and bicycle connections, creating a safer bicycle and pedestrian environment. A new multi-use path will be created to connect the Project with the North Bank Bridge/Charles River to the future connection point of Somerville's Community Path through the "Multi-Use Path Extension" and the Raised Intersection at North Point Boulevard and Education Street. Significant new pedestrian crossings and bicycle accommodations, including sections of cycle tracks, will be constructed along Monsignor O'Brien Highway, from Third Street to Museum Way, with new important pedestrian crossings at Water Street and First Street. Accelerated build-out of the Project's on-site roadways, on-site utilities and additional open space will greatly improve the Proponent's ability to attract and retain new commercial and residential tenants to this emerging East Cambridge neighborhood.

The proposed Public Infrastructure Improvements will provide substantial and much-needed improvements to the local transportation system, which will result in traffic flow improvements, enhanced safety, accessibility improvements, and improved access to public transportation services that will benefit the City of Cambridge, the surrounding communities and all roadway users. The infrastructure improvements will encourage growth and redevelopment not only at the Site, but also in the surrounding area, allowing for the creation of additional jobs, growth in property values and local tax revenues, and an increase in state tax revenues. This redevelopment activity will likely occur concurrently with future development at the Site.

In addition, public sewer, drainage, and other utility systems in the vicinity of the Site are obsolete and insufficient to allow sustainable growth in its vicinity. A new major sewer bypass line, known as the "Dedicated North Point Sewer Connection", is currently planned to travel along Gore Street, which will serve the entire North Point area, bypassing the constrained First Street sewer system and preserving future sewer capacity for East Cambridge and Kendall Square.

The development of underutilized land near the Project will likely begin as additional portions of the Project and Public Infrastructure Improvements are completed, and such

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4.2 Need for and Benefits of Public Infrastructure Improvements

Over the last few decades, development in East Cambridge and surrounding areas has continued, in many cases without regard to the adequacy and condition of the infrastructure in the area. The Public Infrastructure Improvements will complement MassDOT projects to reconfigure the roadway network in the vicinity of the Site. The Commonwealth has long identified these improvements as being critical to not only the continued operation of the roadway, but also to open up controlled growth in the vicinity the Inner Core Cities of Boston, Cambridge and Somerville, with adequate access to public and alternative transportation.

The existing roadways in the North Point neighborhood have significantly deteriorated and are currently insufficient to support growth in the vicinity of Site. These roadways are outdated and automobile oriented. These will be replaced with a new network of roads, bike paths, and sidewalks, enabling and encouraging alternative modes of transportation and providing better access to public transit.

The Gilmore Bridge will continue to be improved to include elevated pedestrian and

bicycle connections, creating a safer bicycle and pedestrian environment. A new multi-use path will be created to connect the Project with the North Bank Bridge/Charles River to the future connection point of Somerville’s Community Path through the “Multi-Use Path Extension” and the Raised Intersection at North Point Boulevard and Education Street. Significant new pedestrian crossings and bicycle accommodations, including sections of cycle tracks, will be constructed along Monsignor O’Brien Highway, from Third Street to Museum Way, with new important pedestrian crossings at Water Street and First Street. Accelerated build-out of the Project’s on-site roadways, on-site utilities and additional open space will greatly improve the Proponent’s ability to attract and retain new commercial and residential tenants to this emerging East Cambridge neighborhood.

The proposed Public Infrastructure Improvements will provide substantial and much-

needed improvements to the local transportation system, which will result in traffic flow improvements, enhanced safety, accessibility improvements, and improved access to public transportation services that will benefit the City of Cambridge, the surrounding communities and all roadway users. The infrastructure improvements will encourage growth and redevelopment not only at the Site, but also in the surrounding area, allowing for the creation of additional jobs, growth in property values and local tax revenues, and an increase in state tax revenues. This redevelopment activity will likely occur concurrently with future development at the Site.

In addition, public sewer, drainage, and other utility systems in the vicinity of the Site are

obsolete and insufficient to allow sustainable growth in its vicinity. A new major sewer bypass line, known as the “Dedicated North Point Sewer Connection”, is currently planned to travel along Gore Street, which will serve the entire North Point area, bypassing the constrained First Street sewer system and preserving future sewer capacity for East Cambridge and Kendall Square.

The development of underutilized land near the Project will likely begin as additional

portions of the Project and Public Infrastructure Improvements are completed, and such

development will continue for a period of 10 to 20 years. For these reasons, the Project qualifies for priority status under the I-Cubed Regulations.

4.3 Proposed Public Infrastructure Improvements

As described above, the proposed Public Infrastructure Improvements include substantial contributions to the local roadway and utility infrastructure network, including intersection, roadway and traffic control improvements on the Site and in the surrounding streets. Such improvements will serve regional needs.

The Public Infrastructure Improvements for which I-Cubed bond financing is being sought, and their estimated costs, are set forth below. The $25 million in I-Cubed bond financing is intended to be applied toward the "I-Cubed Priority Improvements," which include; (1) North Point Boulevard and Education Street Intersection and the Multi-Use Pathway Extension (completed); (2) the North Point Sewer Connection; and (3) "On-Site" Roadways, Green Space, and Utility Connections, including a Multi-Use Path Connection. The I-Cubed Priority Improvements are described in Table 2 below.

The Costs of the remainder of the Public Infrastructure Improvements, as set forth below in Table 3 below, will remain eligible for I-Cubed funding, in the event that development of any portion of the I-Cubed Priority Improvements is delayed or if additional I-Cubed funding is received in connection with a supplemental request as additional tenant commitments are obtained.

Detailed descriptions, drawings, and costs of all the Public Infrastructure Improvements were reviewed by Keville Enterprises in connection with the RKG Report.16 Updated construction cost details pertaining to both the Project and the Public Infrastructure Improvements will be provided by the Proponent to RKG under separate cover.

16 See Section I.D(1) of the RKG Report.

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development will continue for a period of 10 to 20 years. For these reasons, the Project qualifies for priority status under the I-Cubed Regulations.

4.3 Proposed Public Infrastructure Improvements

As described above, the proposed Public Infrastructure Improvements include substantial contributions to the local roadway and utility infrastructure network, including intersection, roadway and traffic control improvements on the Site and in the surrounding streets. Such improvements will serve regional needs.

The Public Infrastructure Improvements for which I-Cubed bond financing is being sought, and their estimated costs, are set forth below. The $25 million in I-Cubed bond financing is intended to be applied toward the “I-Cubed Priority Improvements,” which include; (1) North Point Boulevard and Education Street Intersection and the Multi-Use Pathway Extension (completed); (2) the North Point Sewer Connection; and (3) “On-Site” Roadways, Green Space, and Utility Connections, including a Multi-Use Path Connection. The I-Cubed Priority Improvements are described in Table 2 below.

The Costs of the remainder of the Public Infrastructure Improvements, as set forth below in Table 3 below, will remain eligible for I-Cubed funding, in the event that development of any portion of the I-Cubed Priority Improvements is delayed or if additional I-Cubed funding is received in connection with a supplemental request as additional tenant commitments are obtained.

Detailed descriptions, drawings, and costs of all the Public Infrastructure Improvements were reviewed by Keville Enterprises in connection with the RKG Report.16 Updated construction cost details pertaining to both the Project and the Public Infrastructure Improvements will be provided by the Proponent to RKG under separate cover.

16 See Section I.D(1) of the RKG Report.

Table 2 — Public Infrastructure Improvements (Priority Improvements)

I-Cubed Priority Improvements

Improvement Description Initial Cost Estimate*

Updated Cost Estimate

Projected I-Cubed Draw

Additional Capital Required

North Point Boulevard and Education Street Intersection, and Multi-Use Pathway Extension

The new multi-use path loops around EF2 building and connects the North Bank Bridge with the rest of North Point Boulevard, providing safe and convenient pathways for pedestrians and cyclists between North Point Park and the Project. The improvements also include a new raised intersection, municipal sewer main repairs, improvements to the water distribution system, and surface improvements of roadways and sidewalks.

Timeline: Completed

$1,040,000 $1,040,000 $1,040,000 $0

North Point Sewer Connection

New 3,500 linear foot sanitary sewer which bypasses the constrained East Cambridge system opening up significant new sewer capacity for the Project and preserving sewer capacity for future development in the Kendall Square area. The design for this improvement includes a potential alternative option that includes a potential alternative connection point through the Prison Point Pump Station.

Timeline: Spring 2016-Summer 2019

$5,482,965 $10,863,613 $10,863,613 $0

Multi-Use Path Connection, On- Site Roadways, Green Space & Utility Connections

New multi-use path to connect the existing bike path along North Point Boulevard to the west end of Project Site, where it will connect to the Somerville Community Path. West Boulevard, Dawes Street, North Street, and North First Street to be constructed, along with completion of North Point Boulevard to Water Street. In addition, 6.5 acres of associated green space dispersed along Dawes Street and North First Street.

Timeline: Spring 2016-Summer 2019

$35,040,843 $38,625,040 $13,096,387 $25,528,653

**Subtotal Costs: $41,563,808 $50,528,653 $25,000,000 $25,528,653

* Initial Cost Estimates based on Review by Keville Enterprises, as set forth in Section I.D(1) of the RKG Report.

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Table 2 – Public Infrastructure Improvements (Priority Improvements)

I-Cubed Priority Improvements

Improvement Description Initial Cost Estimate*

Updated Cost Estimate

Projected I-Cubed Draw

Additional Capital Required

North Point Boulevard and Education Street Intersection, and Multi-Use Pathway Extension

The new multi-use path loops around EF2 building and connects the North Bank Bridge with the rest of North Point Boulevard, providing safe and convenient pathways for pedestrians and cyclists between North Point Park and the Project. The improvements also include a new raised intersection, municipal sewer main repairs, improvements to the water distribution system, and surface improvements of roadways and sidewalks. Timeline: Completed

$1,040,000 $1,040,000 $1,040,000 $0

North Point Sewer Connection

New 3,500 linear foot sanitary sewer which bypasses the constrained East Cambridge system opening up significant new sewer capacity for the Project and preserving sewer capacity for future development in the Kendall Square area. The design for this improvement includes a potential alternative option that includes a potential alternative connection point through the Prison Point Pump Station. Timeline: Spring 2016-Summer 2019

$5,482,965 $10,863,613

$10,863,613 $0

Multi-Use Path Connection, On-Site Roadways, Green Space & Utility Connections

New multi-use path to connect the existing bike path along North Point Boulevard to the west end of Project Site, where it will connect to the Somerville Community Path. West Boulevard, Dawes Street, North Street, and North First Street to be constructed, along with completion of North Point Boulevard to Water Street. In addition, 6.5 acres of associated green space dispersed along Dawes Street and North First Street. Timeline: Spring 2016-Summer 2019

$35,040,843 $38,625,040 $13,096,387 $25,528,653

**Subtotal Costs: $41,563,808 $50,528,653 $25,000,000 $25,528,653

* Initial Cost Estimates based on Review by Keville Enterprises, as set forth in Section I.D(1) of the RKG Report.

Table 3 — Public Infrastructure Improvements (Other Improvements)

Other Public Infrastructure Improvements

Improvement Description Initial Cost Estimate * Updated Cost Estimate

Reconstruction of Msgr. O'Brien Highway

Monsignor O'Brien Highway to be reconstructed into boulevard from Third Street to Museum Way, including new landscaped features and new lighting program, new intersections at First Street and Water Street, and underground utility infrastructure.

Timeline: Summer 2016, to be completed with relocation of Lechmere Station as part of

*$17,146,338 $26,388,601

Green Line Extension Subtotal Costs: *$17,146,338 $28,388,601

* Initial Cost Estimates based on Review by Keville Enterprises, as set forth in Section I.D(1) of the RKG Report

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Table 3 – Public Infrastructure Improvements (Other Improvements)

Other Public Infrastructure Improvements

Improvement Description Initial Cost Estimate* Updated Cost Estimate

Reconstruction of Msgr. O’Brien Highway

Monsignor O’Brien Highway to be reconstructed into boulevard from Third Street to Museum Way, including new landscaped features and new lighting program, new intersections at First Street and Water Street, and underground utility infrastructure. Timeline: Summer 2016, to be completed with relocation of Lechmere Station as part of Green Line Extension

*$17,146,338 $26,388,601

Subtotal Costs: *$17,146,338 $28,388,601

* Initial Cost Estimates based on Review by Keville Enterprises, as set forth in Section I.D(1) of the RKG Report

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Figure 4.3 – Planned Public Infrastructure Improvements

-North Point Boston, Cambridge and Somerville, MA

- .JIVCOWEST

~ ~E.:!..~ ~,!.~ !!!".:. 8 L.ndSu~·tbnnen.• [IW'f'itO~.~~

l•f~--lO&aOm~ O.r.I»I'Olll'Oll llouao. I"•IOCI'

"On-site" Roadways, Green Space and Utility Segments

Sewer Connection

l'f

JOO &

New Pedestrian and Bicycle Crossings and

Roadway Improvements

EF 2 Raised Intersection

and Multi-Use Path

___ _. NorthPoint Dedicated Sewer Connection

EF 2 Roadway and Utility Work

Sewer Connection

Public Infrastructure Improvements

4.4 Ownership of Public Infrastructure Improvements and Public Bidding

For the Public Infrastructure Improvements, the on-site streets and associated utility systems of water, sanitary sewer, storm drainage and street lighting are being constructed on private land, but will be conveyed to the City of Cambridge.

Of the 11 acres of new on-site open space within the NorthPoint portion of the Project, approximately 2.5 acres will be conveyed to the City of Cambridge. The remaining 8.5 acres will be public open space owned by Divco. The existing permits from the City of Cambridge create public rights to access and use all 11 acres of open space and may also ultimately be subject to an open space covenant or easement agreement describing these public rights.

Off-site infrastructure improvements such as the reconstruction of Monsignor O'Brien Highway and the Dedicated North Point Sewer Connection, which is currently planned to travel along Gore Street in Cambridge, are located on either City or Commonwealth owned right of ways and all such public infrastructure improvements will be owned by the applicable public agency upon completion.

All Public Infrastructure Improvements to be constructed on property owned by the Commonwealth of Massachusetts will be owned by the Commonwealth. All of the roadway improvements, utility segments, and bike and pedestrian connections being constructed on municipal property will be owned by the City of Cambridge upon completion.

In accordance with the requirements of the I-Cubed Regulations, the Proponent will conduct a competitive process for the selection of a contractor or contractors for the construction of the public infrastructure improvements. The Proponent will take all reasonable and appropriate measures to procure the public infrastructure work at a competitive cost. A bid package (including drawings and specifications) will clearly define the scope of work. Bidders will be required to demonstrate that they have relevant experience completing similar projects, and that they have the capability to complete the work on schedule and at a competitive cost.

4.5 Need for I-Cubed Funding for Public Infrastructure Improvements

As described above, further economic development and redevelopment in the vicinity of the Project cannot occur without creating a new roadway network at the Site, with significant improvements to neighboring roadways and the public transportation system. The Commonwealth has long identified this area as a high priority for significant repairs to both the roadway network and the Green Line. To date, private developers have made very few contributions to upgrading the roadway network and other infrastructure in the vicinity of the North Point neighborhood. As a result, it has become increasingly difficult to obtain financing for these improvements and for private projects as a whole. Given the current state of funding sources and the high costs of constructing both the off-site mitigation and the Project itself, this Project cannot proceed without public investment, especially given the extent of the public roadway improvements needed to address this existing regional need. As noted in the RKG Report, the Project would not create sufficient returns on investment to enable the Proponent to

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4.4 Ownership of Public Infrastructure Improvements and Public Bidding

For the Public Infrastructure Improvements, the on-site streets and associated utility systems of water, sanitary sewer, storm drainage and street lighting are being constructed on private land, but will be conveyed to the City of Cambridge.

Of the 11 acres of new on-site open space within the NorthPoint portion of the Project, approximately 2.5 acres will be conveyed to the City of Cambridge. The remaining 8.5 acres will be public open space owned by Divco. The existing permits from the City of Cambridge create public rights to access and use all 11 acres of open space and may also ultimately be subject to an open space covenant or easement agreement describing these public rights.

Off-site infrastructure improvements such as the reconstruction of Monsignor O'Brien Highway and the Dedicated North Point Sewer Connection, which is currently planned to travel along Gore Street in Cambridge, are located on either City or Commonwealth owned right of ways and all such public infrastructure improvements will be owned by the applicable public agency upon completion.

All Public Infrastructure Improvements to be constructed on property owned by the Commonwealth of Massachusetts will be owned by the Commonwealth. All of the roadway improvements, utility segments, and bike and pedestrian connections being constructed on municipal property will be owned by the City of Cambridge upon completion.

In accordance with the requirements of the I-Cubed Regulations, the Proponent will

conduct a competitive process for the selection of a contractor or contractors for the construction of the public infrastructure improvements. The Proponent will take all reasonable and appropriate measures to procure the public infrastructure work at a competitive cost. A bid package (including drawings and specifications) will clearly define the scope of work. Bidders will be required to demonstrate that they have relevant experience completing similar projects, and that they have the capability to complete the work on schedule and at a competitive cost.

4.5 Need for I-Cubed Funding for Public Infrastructure Improvements

As described above, further economic development and redevelopment in the vicinity of the Project cannot occur without creating a new roadway network at the Site, with significant improvements to neighboring roadways and the public transportation system. The Commonwealth has long identified this area as a high priority for significant repairs to both the roadway network and the Green Line. To date, private developers have made very few contributions to upgrading the roadway network and other infrastructure in the vicinity of the North Point neighborhood. As a result, it has become increasingly difficult to obtain financing for these improvements and for private projects as a whole. Given the current state of funding sources and the high costs of constructing both the off-site mitigation and the Project itself, this Project cannot proceed without public investment, especially given the extent of the public roadway improvements needed to address this existing regional need. As noted in the RKG Report, the Project would not create sufficient returns on investment to enable the Proponent to

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proceed with development.17 However, as discussed in Section 5, the Project is already generating more than enough revenue (both during the construction and occupancy periods) to cover the debt service on the Bonds to be issued. The Public Infrastructure Improvements to be funded by I-Cubed will support not only the development of the Project, but also growth in the surrounding area near the vital connection point between three of the Commonwealth’s most densely populated municipalities.

17 See Section I.B(8) of the RKG Report.

SECTION 5 — PROJECTIONS OF NEW STATE TAX REVENUER

5.1 Summary of Economic Activity Prior to Redevelopment

As described above, the Site had deteriorated significantly over many years and the majority of the Site is currently vacant. Prior to the commencement of construction of EF1 and EF2, there was no meaningful economic activity on the Site. The Project will redevelop the Site and bring significant revenue to the City (in the form of increased property tax revenues) and the Commonwealth (in the form of increased sales and wage taxes). As noted above, the Commonwealth retained RKG to create an independent economic analysis of the information previously provided to the Commonwealth. RKG's analysis is attached hereto as Appendix E. The following Sections utilize and summarize the information contained in the RKG Report. As previously indicated and as set forth in the RKG Report, the economic activity associated with EF1 and EF2 are sufficient to support the debt service on the Bonds; therefore, except as specified below, all of the revenue projections are based solely on revenues generated from EF1 and EF2.

5.2 Summary of Current and Anticipated Project Occupants

The EF1 Building includes office and classroom space occupied by Hult International Business School and EF. EF2 serves as EF's North American headquarters. Both buildings are essentially fully occupied and operating at nearly full capacity, with approximately 1,000 total employees and 800 Hult students.

In addition, it should be noted that the remaining elements of the Project are expected to create approximately 6,660 jobs at full build-out.18 These jobs would include a mix of retail service jobs, lab and technical jobs, administrative and professional service jobs, and residential support jobs.

5.3 New State Tax Revenue from the Project

(a) Revenues Anticipated from Occupancy of the Project

As described below, the Project is currently generating more than $3 4 million annually19 in New State Tax Revenues each year, from income taxes related to the office and educational uses already operating at the Project. Portions of the Project remaining to be completed are anticipated to produce significant additional income tax and sales tax revenues; however, the following discussion and data are limited to the economic impact of EF1 and EF2.

The Project is annually generating approximately $74 million in wages, resulting in approximately $3,475,000 in New State Revenues on an annual basis. In addition and as set

18 See Page 4 of the RKG Report (6,700 jobs, less the 40 attributable to Parcel N, which is no longer included within the Economic Development District). 19 Additional income tax revenue is being generated from the retail restaurant portions of EF1 and EF2; however, only the office and educational jobs are being applied for purposes of calculating the Project's debt service coverage.

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SECTION 5 – PROJECTIONS OF NEW STATE TAX REVENUES

5.1 Summary of Economic Activity Prior to Redevelopment

As described above, the Site had deteriorated significantly over many years and the majority of the Site is currently vacant. Prior to the commencement of construction of EF1 and EF2, there was no meaningful economic activity on the Site. The Project will redevelop the Site and bring significant revenue to the City (in the form of increased property tax revenues) and the Commonwealth (in the form of increased sales and wage taxes). As noted above, the Commonwealth retained RKG to create an independent economic analysis of the information previously provided to the Commonwealth. RKG’s analysis is attached hereto as Appendix E. The following Sections utilize and summarize the information contained in the RKG Report. As previously indicated and as set forth in the RKG Report, the economic activity associated with EF1 and EF2 are sufficient to support the debt service on the Bonds; therefore, except as specified below, all of the revenue projections are based solely on revenues generated from EF1 and EF2.

5.2 Summary of Current and Anticipated Project Occupants

The EF1 Building includes office and classroom space occupied by Hult International Business School and EF. EF2 serves as EF’s North American headquarters. Both buildings are essentially fully occupied and operating at nearly full capacity, with approximately 1,000 total employees and 800 Hult students.

In addition, it should be noted that the remaining elements of the Project are expected to

create approximately 6,660 jobs at full build-out.18 These jobs would include a mix of retail service jobs, lab and technical jobs, administrative and professional service jobs, and residential support jobs.

5.3 New State Tax Revenue from the Project

(a) Revenues Anticipated from Occupancy of the Project

As described below, the Project is currently generating more than $3.4 million annually19 in New State Tax Revenues each year, from income taxes related to the office and educational uses already operating at the Project. Portions of the Project remaining to be completed are anticipated to produce significant additional income tax and sales tax revenues; however, the following discussion and data are limited to the economic impact of EF1 and EF2.

The Project is annually generating approximately $74 million in wages, resulting in approximately $3,475,000 in New State Revenues on an annual basis. In addition and as set

18 See Page 4 of the RKG Report (6,700 jobs, less the 40 attributable to Parcel N, which is no longer included within the Economic Development District). 19 Additional income tax revenue is being generated from the retail restaurant portions of EF1 and EF2; however, only the office and educational

jobs are being applied for purposes of calculating the Project’s debt service coverage.

forth in the RKG Report, the Project is anticipated to "generate over $6 9 million in net new revenue when built-out."2°

(b) New State Tax Revenues from Construction

Construction of the Project is anticipated to directly generate thousands of additional jobs, and millions of dollars in New State Tax Revenues. Data provided by the Contractor for EF2 and the significant renovations to EF1 indicates that since the Decision Date, the Project has generated approximately $1,698,165 in New Sales Tax Revenue from purchases of construction materials and supplies, and approximately $1,297,437 in New Wage Tax Revenues from income earned during construction. Such amounts account in full for displacement factors and Dedicated Revenues (revenue set-aside for the Massachusetts School Building Authority and the Massachusetts Bay Transportation Authority), in accordance with the I-Cubed Statute and Regulations. Additional New State Tax Revenue is anticipated to be generated from the construction of the remainder of the Project. As required by the Regulations, only 50% of surplus construction period revenues will be counted towards meeting the Project's debt service coverage requirements with respect to the Bonds in any given year.

20 Additional New State Tax Revenues are anticipated to be created from the remainder of the Project. Details will be provided as the Proponent obtains additional tenant commitments. As noted in the RKG Report, a significant portion of the revenue-generation would occur outside of the Economic Development District.

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forth in the RKG Report, the Project is anticipated to “generate over $6.9 million in net new revenue when built-out.”20

(b) New State Tax Revenues from Construction

Construction of the Project is anticipated to directly generate thousands of additional jobs, and millions of dollars in New State Tax Revenues. Data provided by the Contractor for EF2 and the significant renovations to EF1 indicates that since the Decision Date, the Project has generated approximately $1,698,165 in New Sales Tax Revenue from purchases of construction materials and supplies, and approximately $1,297,437 in New Wage Tax Revenues from income earned during construction. Such amounts account in full for displacement factors and Dedicated Revenues (revenue set-aside for the Massachusetts School Building Authority and the Massachusetts Bay Transportation Authority), in accordance with the I-Cubed Statute and Regulations. Additional New State Tax Revenue is anticipated to be generated from the construction of the remainder of the Project. As required by the Regulations, only 50% of surplus construction period revenues will be counted towards meeting the Project’s debt service coverage requirements with respect to the Bonds in any given year.

20 Additional New State Tax Revenues are anticipated to be created from the remainder of the Project. Details will be provided as the Proponent obtains additional tenant commitments. As noted in the RKG Report, a significant portion of the revenue-generation would occur outside of the Economic Development District.

SECTION 6 — COMPLIANCE WITH DEBT SERVICE AND OTHER I-CUBED REQUIREMENTS

As indicated in Section 5 hereof, the Project will generate significant New State Tax Revenues. New state tax revenue projections and debt service coverage for the first ten years of the Project are shown in Figure 6.1 at the end of this section. Debt service coverage amounts for the entire thirty year term of the Bonds are shown in Appendix G.

As shown in Figure 6.1, new state tax revenues generated by the Project (exclusive of construction period revenues) are projected to exceed Bond debt service by a factor of 2.40 upon issuance of the Bonds, in excess of DCR of 1.5 required by the I-Cubed Regulations. The Project is already producing significant new state tax revenues that will immediately be available for debt service on the Bonds. For purposes of this PEDP, it is currently anticipated that the Bonds will be issued in Fiscal Year 2016, which would require an initial debt service payment in Fiscal Year 2017, one year after bond issuance. All construction period revenues and occupancy period revenues from the Decision Date through the end of Fiscal Year 2016 would be available to cover the payment and the remainder would be available as surplus for use in later years.

6.1 Certification of the Proponent Confirming Project Requirements

Attached hereto as Appendix H is the Proponent's Certification that the Project complies with the requirements imposed under the I-Cubed Statute and confirming that there is not litigation or administrative proceeding that is pending or, to the knowledge of the Proponent, threatened which is likely to: (1) prevent, delay or interfere in any material respect with the development of the Project and completion of the Public Infrastructure Improvements; or (2) materially adversely affect the power and authority of the Proponent to perform its obligations with respect to the Project and the Public Infrastructure Improvements; or (3) materially adversely affect the financial position of the Proponent.

6.2 Funding of the Municipal Liquidity Reserve

The Proponent will provide for the establishment of the Municipal Liquidity Reserve through an equity contribution, credit facility, surety bond, insurance, or other form of security deemed acceptable to the City of Cambridge and the Commonwealth. The Proponent will maintain the reserve throughout the City's obligation to provide local infrastructure development assistance with respect to the Project. The Proponent is currently reviewing available options and will make a proposal to the City's municipal officers to be memorialized in the IDAA.

6.3 Security for Completion

The contractor or contractors selected to complete each of the Project components and the Public Infrastructure Improvements will secure its obligations with payment, performance and lien bonds. The payment, performance and lien bonds for the Public Infrastructure Improvements will name the Proponent and the Agency as co-obligees. The Proponent will secure its own obligation to complete the portion of the Public Infrastructure Improvements not

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SECTION 6 – COMPLIANCE WITH DEBT SERVICE AND OTHER I-CUBED REQUIREMENTS

As indicated in Section 5 hereof, the Project will generate significant New State Tax Revenues. New state tax revenue projections and debt service coverage for the first ten years of the Project are shown in Figure 6.1 at the end of this section. Debt service coverage amounts for the entire thirty year term of the Bonds are shown in Appendix G.

As shown in Figure 6.1, new state tax revenues generated by the Project (exclusive of construction period revenues) are projected to exceed Bond debt service by a factor of 2.40 upon issuance of the Bonds, in excess of DCR of 1.5 required by the I-Cubed Regulations. The Project is already producing significant new state tax revenues that will immediately be available for debt service on the Bonds. For purposes of this PEDP, it is currently anticipated that the Bonds will be issued in Fiscal Year 2016, which would require an initial debt service payment in Fiscal Year 2017, one year after bond issuance. All construction period revenues and occupancy period revenues from the Decision Date through the end of Fiscal Year 2016 would be available to cover the payment and the remainder would be available as surplus for use in later years.

6.1 Certification of the Proponent Confirming Project Requirements

Attached hereto as Appendix H is the Proponent’s Certification that the Project complies with the requirements imposed under the I-Cubed Statute and confirming that there is not litigation or administrative proceeding that is pending or, to the knowledge of the Proponent, threatened which is likely to: (1) prevent, delay or interfere in any material respect with the development of the Project and completion of the Public Infrastructure Improvements; or (2) materially adversely affect the power and authority of the Proponent to perform its obligations with respect to the Project and the Public Infrastructure Improvements; or (3) materially adversely affect the financial position of the Proponent.

6.2 Funding of the Municipal Liquidity Reserve

The Proponent will provide for the establishment of the Municipal Liquidity Reserve through an equity contribution, credit facility, surety bond, insurance, or other form of security deemed acceptable to the City of Cambridge and the Commonwealth. The Proponent will maintain the reserve throughout the City’s obligation to provide local infrastructure development assistance with respect to the Project. The Proponent is currently reviewing available options and will make a proposal to the City’s municipal officers to be memorialized in the IDAA.

6.3 Security for Completion

The contractor or contractors selected to complete each of the Project components and the Public Infrastructure Improvements will secure its obligations with payment, performance and lien bonds. The payment, performance and lien bonds for the Public Infrastructure Improvements will name the Proponent and the Agency as co-obligees. The Proponent will secure its own obligation to complete the portion of the Public Infrastructure Improvements not

funded by the Bonds with payment, performance and lien bonds listing the Agency as obligee. Documentation specifying the security plan determined by the Proponent and the Agency will be provided with, or prior to submission of, the final Economic Development Proposal and memorialized in the IDAA.

6.4 Allocation of Responsibility for Local Infrastructure Development Assistance

As demonstrated in this proposal, the Project will have a debt service coverage ratio in the first year after bond issuance of 2.40 (excluding construction revenues), thereby exceeding the required ratio of 1.5. To the extent there is a shortfall, the Municipal Liquidity Reserve will provide the difference. The City of Cambridge and the Proponent have discussed the appropriate mechanisms and security for this obligation, which will be memorialized in the IDAA.

6.5 Requested Waivers from the I-Cubed Regulations

The Proponent seeks a waiver from 801 CMR 51.11, which requires the submission of the final EDP with the Secretary and the Agency within 60 days of municipal approval. A waiver would allow the Proponent and the City to submit supplements to the final EDP more than sixty days after the City approved the EDP, enabling the Proposed to provide a more detailed analysis, based on updated leasing and financial commitments for the Project.

The Proponent also requests a waiver from 801 CMR 51.12(6) which requires a developer's construction lender to agree to advance construction loan proceeds to cover the Public Infrastructure Costs even if the developer is in default of the construction loan. The provision is untenable and would not be agreed to by construction lenders.

The Proponent also requests a waiver from the AA rating requirement for the Municipal Liquidity Reserve, as set forth in 801 CMR 51.12(7)(b). Details of and requirements for any letters of credit or other surety to be provided by the Proponent to fund the Municipal Liquidity Reserve will be set forth in the IDAA.

6.6 Assumptions

• Amortization: The 30-year amortization schedule is attached as Appendix G.

• Interest Rate: As required by the I-Cubed Regulations, the interest rate is assumed to be 5% annually.

• Bond Issuance Costs: In conformity with the I-Cubed Regulations, bond issuance costs equal to 3% of the principal amount were included in the amount requested in fmancing.

• Bond Issuance Date: The Proponent requests that the Bonds be issued in the summer/fall of 2016.

• Definitions: Any capitalized word, not defined herein, shall have the same definition as provided in 801 CMR 51.02.

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funded by the Bonds with payment, performance and lien bonds listing the Agency as obligee. Documentation specifying the security plan determined by the Proponent and the Agency will be provided with, or prior to submission of, the final Economic Development Proposal and memorialized in the IDAA.

6.4 Allocation of Responsibility for Local Infrastructure Development Assistance

As demonstrated in this proposal, the Project will have a debt service coverage ratio in the first year after bond issuance of 2.40 (excluding construction revenues), thereby exceeding the required ratio of 1.5. To the extent there is a shortfall, the Municipal Liquidity Reserve will provide the difference. The City of Cambridge and the Proponent have discussed the appropriate mechanisms and security for this obligation, which will be memorialized in the IDAA.

6.5 Requested Waivers from the I-Cubed Regulations

The Proponent seeks a waiver from 801 CMR 51.11, which requires the submission of the final EDP with the Secretary and the Agency within 60 days of municipal approval. A waiver would allow the Proponent and the City to submit supplements to the final EDP more than sixty days after the City approved the EDP, enabling the Proposed to provide a more detailed analysis, based on updated leasing and financial commitments for the Project.

The Proponent also requests a waiver from 801 CMR 51.12(6) which requires a developer’s construction lender to agree to advance construction loan proceeds to cover the Public Infrastructure Costs even if the developer is in default of the construction loan. The provision is untenable and would not be agreed to by construction lenders.

The Proponent also requests a waiver from the AA rating requirement for the Municipal Liquidity Reserve, as set forth in 801 CMR 51.12(7)(b). Details of and requirements for any letters of credit or other surety to be provided by the Proponent to fund the Municipal Liquidity Reserve will be set forth in the IDAA.

6.6 Assumptions

Amortization: The 30-year amortization schedule is attached as Appendix G.

Interest Rate: As required by the I-Cubed Regulations, the interest rate is assumed to be 5% annually.

Bond Issuance Costs: In conformity with the I-Cubed Regulations, bond issuance costs equal to 3% of the principal amount were included in the amount requested in financing.

Bond Issuance Date: The Proponent requests that the Bonds be issued in the summer/fall of 2016.

Definitions: Any capitalized word, not defined herein, shall have the same definition as provided in 801 CMR 51.02.

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New State Tax Revenues from Project: The revenues anticipated to be created are described in Section 4 hereof.

New State Tax Revenue Growth: Income tax revenues were anticipated to inflate at a rate of 3% per year, commencing in 2020.

Figure 6.1 - Debt Service Coverage for the First Ten Years after Bond Issuance

CATEGORY Total

(over 30 years)

Occupancy Period - Projected Cash Flows By Year

August 3, 2011-2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

Annual Debt Service $25,000,000 $0 $805,230 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470

Construction Activity Net New Revenues

Income Tax Revenues

$1,297,437 $1,247,262 $50,175 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Sales Tax Revenues $1,698,166 $1,634,828 $63,338 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Total $2,995,603 $2,384,884 $113,513 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net New Revenues from Occupied Project Components

Total Net New Direct Revenues from Occupied Project Component

$197,765,305 $12,897,195 $3,579,020 $3,858,631 $4,007,757 $4,194,164 $4,473,775 $4,607,988 $4,746,228 $4,888,615 $5,035,273 $5,186,331 $5,341,921

Debt Service Coverage Ratio

2.40 2.49 2.60 2.78 2.86 :.95 3.04 3.13 3.22 3.32

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Figure 6.1 - Debt Service Coverage for the First Ten Years after Bond Issuance

CATEGORY

Total (over 30 years)

Occupancy Period - Projected Cash Flows By Year

August 3, 2011-2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

Annual Debt Service $25,000,000 $0 $805,230 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470 $1,610,470

Construction Activity Net New Revenues

Income Tax Revenues

$1,297,437 $1,247,262 $50,175 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Sales Tax Revenues

$1,698,166 $1,634,828 $63,338 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Total

$2,995,603 $2,384,884 $113,513 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net New Revenues from Occupied Project Components

Total Net New Direct Revenues from Occupied Project Component

$197,765,305 $12,897,195 $3,579,020 $3,858,631 $4,007,757 $4,194,164 $4,473,775 $4,607,988 $4,746,228 $4,888,615 $5,035,273 $5,186,331 $5,341,921

Debt Service Coverage Ratio

____ 2.40 2.49 2.60 2.78 2.86 2.95 3.04 3.13 3.22 3.32

Conclusion

As described throughout this I-Cubed Preliminary Economic Development Proposal, the North Point Project presents a unique opportunity for growth in the City of Cambridge, the surrounding region, and the Commonwealth. The Project takes an existing, blighted site and transforms it into a vibrant, mixed-use center which the residents of Cambridge and the region can enjoy. Further, the Project's commitment to build the necessary infrastructure will resolve traffic problems long identified by the Commonwealth and will enable redevelopment of other parcels near the important intersection of Cambridge, Somerville and Boston. Because of its mix of uses and its location near not only important regional highways, but also two MBTA stations, the Project meets many of the Commonwealth's transportation and environmental priorities, and symbolizes the smart, controlled growth that the Commonwealth is seeking. In accordance with the I-Cubed Regulations, the Project is estimated to create more than enough revenues, after accounting for displacement, vacancy and Dedicated Revenue, to cover debt service on the bonds, making a shortfall in the future unlikely. The Proponent's commitment to high quality projects throughout the region, combined proven track record of delivery on promises, make it uniquely positioned to ensure the success of this Project under the I-Cubed program.

The Project, in accordance with the central intent of the I-Cubed program, makes the goal of real, sustainable job creation a reality. In addition to millions of dollars in new tax revenues, the constructed portions of the Project alone directly generated more than 400 construction jobs and 1,000 quality ongoing full-time jobs. The job creation and tax revenue production projections contained herein are based on conservative displacement factors and do not include any indirect economic benefits or any economic growth resulting from the portions of the Project remaining to be constructed. Even with these conservative assumptions, in the first year of debt service, the Project is anticipated to have a debt service coverage ratio of 2.40, without factoring in any construction revenues. These ratios easily exceed the debt service ratio required under the I-Cubed Regulations. The Project, as described above, meets all of the I-Cubed requirements and complies with all regulations. Based on the foregoing, the Proponent respectfully requests your support of this Preliminary Economic Development Proposal.

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Conclusion

As described throughout this I-Cubed Preliminary Economic Development Proposal, the North Point Project presents a unique opportunity for growth in the City of Cambridge, the surrounding region, and the Commonwealth. The Project takes an existing, blighted site and transforms it into a vibrant, mixed-use center which the residents of Cambridge and the region can enjoy. Further, the Project’s commitment to build the necessary infrastructure will resolve traffic problems long identified by the Commonwealth and will enable redevelopment of other parcels near the important intersection of Cambridge, Somerville and Boston. Because of its mix of uses and its location near not only important regional highways, but also two MBTA stations, the Project meets many of the Commonwealth’s transportation and environmental priorities, and symbolizes the smart, controlled growth that the Commonwealth is seeking. In accordance with the I-Cubed Regulations, the Project is estimated to create more than enough revenues, after accounting for displacement, vacancy and Dedicated Revenue, to cover debt service on the bonds, making a shortfall in the future unlikely. The Proponent’s commitment to high quality projects throughout the region, combined proven track record of delivery on promises, make it uniquely positioned to ensure the success of this Project under the I-Cubed program.

The Project, in accordance with the central intent of the I-Cubed program, makes the goal of real, sustainable job creation a reality. In addition to millions of dollars in new tax revenues, the constructed portions of the Project alone directly generated more than 400 construction jobs and 1,000 quality ongoing full-time jobs. The job creation and tax revenue production projections contained herein are based on conservative displacement factors and do not include any indirect economic benefits or any economic growth resulting from the portions of the Project remaining to be constructed. Even with these conservative assumptions, in the first year of debt service, the Project is anticipated to have a debt service coverage ratio of 2.40, without factoring in any construction revenues. These ratios easily exceed the debt service ratio required under the I-Cubed Regulations. The Project, as described above, meets all of the I-Cubed requirements and complies with all regulations. Based on the foregoing, the Proponent respectfully requests your support of this Preliminary Economic Development Proposal.

APPENDICES

Appendix A — Biographies of Key Personnel

Appendix B — Letters of Recommendation for Divco and EF from Local Officials

Appendix C — Legal Description of District

Appendix D — Opinion by Proponent's Counsel

Appendix E — RKG Report

Appendix F — Statement of Support from City Officials

Appendix G — 30 Year Debt Service Coverage Chart

Appendix H — Proponent's Certification

Appendix I — Email and Memorandum Pertaining to Retainment of EF Jobs

APPENDICES

Appendix A – Biographies of Key Personnel

Appendix B – Letters of Recommendation for Divco and EF from Local Officials

Appendix C – Legal Description of District

Appendix D – Opinion by Proponent’s Counsel

Appendix E – RKG Report

Appendix F – Statement of Support from City Officials

Appendix G – 30 Year Debt Service Coverage Chart

Appendix H – Proponent’s Certification

Appendix I – Email and Memorandum Pertaining to Retainment of EF Jobs

APPENDIX A

Key Personnel

DIVCOWEST

Stuart Shiff — Chief Executive Officer

Mr. Shiff founded DivcoWest in 1993 and is primarily responsible for leading the firm's investment and management strategies. Under his direction, over 35 million square feet of commercial property throughout the U.S. has been acquired. Mr. Shiff is also a Managing Board Member of DivCore, the parent company of DivcoWest and LoanCore. Mr. Shiff received a Bachelor of Science degree in Civil Engineering from the University of California at Berkeley and is a member of the American Society of Civil Engineering, Urban Land Institute, and the Pension Real Estate Association. Mr. Shiff currently serves on the board of the Real Estate Academic Initiative at Harvard University, the Policy Advisory Board of the Fisher Center for Real Estate & Urban Economics at the University of California Berkeley Haas School of Business and the Taube Foundation.

Keith Wallace — Senior Managing Director, Head of Acquisitions, Eastern Region

Mr. Wallace joined DivcoWest in 2006 and oversees acquisitions, with a focus on Eastern Region opportunities. Prior to joining DivcoWest, Mr. Wallace worked in Boston for Griffith Properties LLC, where he served as Director of Finance. Mr. Wallace's responsibilities there included deal sourcing, execution and all aspects of structuring and financing. Before Griffith Properties LLC, Mr. Wallace worked on acquisitions for Yale Properties USA before ultimately being promoted to Director of Finance. Mr. Wallace received a Bachelor of Science degree in Finance from Lehigh University.

Tom Sullivan — President of Development Division

Mr. Sullivan is the Principal at Westwood Interests, a privately-held San Francisco based investment and development firm. Prior to founding the Westwood Group, Mr. Sullivan was a founding partner at Wilson Meany Sullivan, where he played an integral role in the development of several large-scale, technologically innovative projects, including Foundry Square, winner of the 2010 Urban Land Institute Award for Excellence. He also has significant experience in both urban infill residential development and mixed-use and office spaces, including projects like the Ferry Building and 250 Embarcadero, home to Gap Inc. headquarters. Mr. Sullivan sits on the Board of Trustees for Fort Mason Center, the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at UC Berkeley, and the Director's Council for City of Hope.

Mark R. Johnson — Director of Development for DivcoWest Real Estate Investments

Mr. Johnson is the Director of Development for DivcoWest Real Estate Investments, and is responsible for the delivery of the NorthPoint project in Cambridge, Massachusetts. Prior to his current position, Johnson served as the first Vice President for Capital Planning and Project Management at Harvard University. In this position, he had executive responsibility for planning, design and construction for Harvard's Allston, Longwood, and Cambridge campuses.

APPENDIX A

Key Personnel

DIVCOWEST

Stuart Shiff – Chief Executive Officer

Mr. Shiff founded DivcoWest in 1993 and is primarily responsible for leading the firm’s investment and management strategies. Under his direction, over 35 million square feet of commercial property throughout the U.S. has been acquired. Mr. Shiff is also a Managing Board Member of DivCore, the parent company of DivcoWest and LoanCore. Mr. Shiff received a Bachelor of Science degree in Civil Engineering from the University of California at Berkeley and is a member of the American Society of Civil Engineering, Urban Land Institute, and the Pension Real Estate Association. Mr. Shiff currently serves on the board of the Real Estate Academic Initiative at Harvard University, the Policy Advisory Board of the Fisher Center for Real Estate & Urban Economics at the University of California Berkeley Haas School of Business and the Taube Foundation.

Keith Wallace – Senior Managing Director, Head of Acquisitions, Eastern Region

Mr. Wallace joined DivcoWest in 2006 and oversees acquisitions, with a focus on Eastern Region opportunities. Prior to joining DivcoWest, Mr. Wallace worked in Boston for Griffith Properties LLC, where he served as Director of Finance. Mr. Wallace’s responsibilities there included deal sourcing, execution and all aspects of structuring and financing. Before Griffith Properties LLC, Mr. Wallace worked on acquisitions for Yale Properties USA before ultimately being promoted to Director of Finance. Mr. Wallace received a Bachelor of Science degree in Finance from Lehigh University.

Tom Sullivan – President of Development Division

Mr. Sullivan is the Principal at Westwood Interests, a privately-held San Francisco based investment and development firm. Prior to founding the Westwood Group, Mr. Sullivan was a founding partner at Wilson Meany Sullivan, where he played an integral role in the development of several large-scale, technologically innovative projects, including Foundry Square, winner of the 2010 Urban Land Institute Award for Excellence. He also has significant experience in both urban infill residential development and mixed-use and office spaces, including projects like the Ferry Building and 250 Embarcadero, home to Gap Inc. headquarters. Mr. Sullivan sits on the Board of Trustees for Fort Mason Center, the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at UC Berkeley, and the Director's Council for City of Hope.

Mark R. Johnson – Director of Development for DivcoWest Real Estate Investments

Mr. Johnson is the Director of Development for DivcoWest Real Estate Investments, and is responsible for the delivery of the NorthPoint project in Cambridge, Massachusetts. Prior to his current position, Johnson served as the first Vice President for Capital Planning and Project Management at Harvard University. In this position, he had executive responsibility for planning, design and construction for Harvard's Allston, Longwood, and Cambridge campuses.

He developed Harvard's first capital plan, instituted its first annual capital planning process, authored a project delivery guideline, put in place a new architect selection and design review process, oversaw the development of the master plan for Harvard's expansion into Allston, started the first comprehensive physical condition assessment of Harvard's physical plant, and directed a $3+ billion building program that included Harvard's largest projects, among them the Allston Science and Engineering Complex, Smith Campus Center and the House Renewal Program. Mr. Johnson holds a certificate in management from Harvard, earned a master of architecture degree from Yale, and graduated magna cum laude from Princeton.

Mark Roopenian — Managing Director of Development

Mr. Roopenian is a former principal and co-head of the leasing group at Boston-based Normandy Real Estate Partners, where he was responsible for managing development and leasing activities on large-scale commercial projects in Massachusetts and California. Prior to joining Normandy, Mr. Roopenian was a partner at The Chiofaro Company, a Boston-based firm where his responsibilities included leasing, asset management and property development. During his 23 year tenure there he led a team that executed hundreds of lease transactions, completed over one million square feet of ground-up development, and closed over $1 billion of construction and permanent financing for various projects. Mr. Roopenian earned a Bachelor's degree in Marketing from Boston College and was a professional football player in the National Football League before initiating his real estate career.

Tim Canon — Director, Acquisitions

Mr. Canon joined DivcoWest in 2012 and is responsible for acquisitions, with a focus on East Coast opportunities. Prior to joining DivcoWest, Mr. Canon worked at RBJ in Boston, where he was an Associate in the Capital Markets Group. Mr. Canon received a Master of Science degree in Real Estate Development from MIT's Center for Real Estate Development and a Bachelor of Arts degree from Amherst College.

EF EDUCATION FIRST

Martha H. Doyle — Chief Operating Officer and President

Martha Doyle is Chief Operating Officer (COO) of EF Properties and President of Efekta Group, Inc., Martha manages real estate acquisition, permitting, development, leasing and operations activities on behalf of EF's 15 independent business units across 500 schools and offices in 52 countries around the world. In 1997, Martha became EF's Director of Real Estate, charged with developing EF Center Boston — an approximately 240,000 sf office and education building in the North Point neighborhood of Cambridge and the company's first, stand-alone headquarters facility in the U.S. More recently, Martha managed the development and construction of Two Education Circle, EF's approximately 295,000 sf North American headquarters facility also at North Point. Currently, the real estate group is also developing a new 450,000-square-foot international high school campus for EF Academy in Thornwood, New York, and redeveloping a 184,000 sf vacant hospital in San Diego, California into an EF International Language Center. Martha serves on the New Charles River Basin Citizens

He developed Harvard's first capital plan, instituted its first annual capital planning process, authored a project delivery guideline, put in place a new architect selection and design review process, oversaw the development of the master plan for Harvard's expansion into Allston, started the first comprehensive physical condition assessment of Harvard's physical plant, and directed a $3+ billion building program that included Harvard's largest projects, among them the Allston Science and Engineering Complex, Smith Campus Center and the House Renewal Program. Mr. Johnson holds a certificate in management from Harvard, earned a master of architecture degree from Yale, and graduated magna cum laude from Princeton.

Mark Roopenian – Managing Director of Development

Mr. Roopenian is a former principal and co-head of the leasing group at Boston-based Normandy Real Estate Partners, where he was responsible for managing development and leasing activities on large-scale commercial projects in Massachusetts and California. Prior to joining Normandy, Mr. Roopenian was a partner at The Chiofaro Company, a Boston-based firm where his responsibilities included leasing, asset management and property development. During his 23 year tenure there he led a team that executed hundreds of lease transactions, completed over one million square feet of ground-up development, and closed over $1 billion of construction and permanent financing for various projects. Mr. Roopenian earned a Bachelor’s degree in Marketing from Boston College and was a professional football player in the National Football League before initiating his real estate career.

Tim Canon – Director, Acquisitions

Mr. Canon joined DivcoWest in 2012 and is responsible for acquisitions, with a focus on East Coast opportunities. Prior to joining DivcoWest, Mr. Canon worked at RBJ in Boston, where he was an Associate in the Capital Markets Group. Mr. Canon received a Master of Science degree in Real Estate Development from MIT's Center for Real Estate Development and a Bachelor of Arts degree from Amherst College.

EF EDUCATION FIRST

Martha H. Doyle – Chief Operating Officer and President Martha Doyle is Chief Operating Officer (COO) of EF Properties and President of Efekta

Group, Inc., Martha manages real estate acquisition, permitting, development, leasing and operations activities on behalf of EF’s 15 independent business units across 500 schools and offices in 52 countries around the world. In 1997, Martha became EF’s Director of Real Estate, charged with developing EF Center Boston – an approximately 240,000 sf office and education building in the North Point neighborhood of Cambridge and the company’s first, stand-alone headquarters facility in the U.S. More recently, Martha managed the development and construction of Two Education Circle, EF’s approximately 295,000 sf North American headquarters facility also at North Point. Currently, the real estate group is also developing a new 450,000-square-foot international high school campus for EF Academy in Thornwood, New York, and redeveloping a 184,000 sf vacant hospital in San Diego, California into an EF International Language Center. Martha serves on the New Charles River Basin Citizens

Advisory Committee. She received a Bachelor of Arts in French with a concentration in Spanish from Middlebury College.

Christoffer Abramson — CFO and Treasurer

Christoffer Abramson is Chief Financial Officer (CFO) of EF Properties and Treasurer of Efekta Group, and leads the global finance function for EF's property group ensuring efficient and accurate financial processes, while managing all investments and developments of real estate assets. Prior to this role, he was CFO for EF's 300 Local Language Schools across Russia and Asia. Prior to joining EF, Christoffer worked as an Operating Executive in three different Private Equity funds. He started his career in General Electric, most recently as the CFO for GE Real Estate in London. Christoffer holds a Master of Science from the Stockholm School of Economics.

Shawna Sullivan Marino — Director

Shawna Sullivan Marino is Director of EF Properties. Shawna manages permitting and government relations for EF's real estate development projects across the United States, including projects in Massachusetts, New York and California. Prior to joining EF, Shawna worked at regional and multinational public affairs firms helping real estate developers permit more than 8 million square feet of commercial, residential and mixed-use projects, including Westwood Station in Westwood, Lexington Technology Park in Lexington, Northwest Park in Burlington and Market Street in Lynnfield. Prior to that, she served as a consultant for the U.S. Department of State and U.S. Department of Defense. She received a Bachelor of Arts in Political Science from Boston College and a Masters in Public Policy from Brown University.

HYM INVESTMENT GROUP

Thomas N. O'Brien — Managing Director

Thomas N. O'Brien is the Founding Partner and Managing Director of The HYM Investment Group, LLC. Mr. O'Brien previously served as a Managing Partner for JPI, a national owner of multifamily communities, and as a Managing Director in Boston and New York for Tishman Speyer, one of the world's leading real estate firms. O'Brien also led the Boston Redevelopment Authority as its Director and Chief of Staff, overseeing the development of over 12 million sf of projects in Boston, from 1994 to 2000. He served as the General Counsel and Director of Finance at the Massachusetts Industrial Finance Agency from 1989 to 1994. He began his career as an investment analyst with the American International Group (AIG) in New York. O'Brien has served as Chairman of The Greater Boston Real Estate Board and currently serves on the Board of the Taubman Center for State and Local Government at Harvard University and as Vice Chair of the Board of Overseers of The Anti-Defamation League of New England. In 2011, Governor Deval Patrick appointed Mr. O'Brien to the Board of the Massachusetts Housing Finance Agency.

Advisory Committee. She received a Bachelor of Arts in French with a concentration in Spanish from Middlebury College. Christoffer Abramson – CFO and Treasurer

Christoffer Abramson is Chief Financial Officer (CFO) of EF Properties and Treasurer of Efekta Group, and leads the global finance function for EF’s property group ensuring efficient and accurate financial processes, while managing all investments and developments of real estate assets. Prior to this role, he was CFO for EF’s 300 Local Language Schools across Russia and Asia. Prior to joining EF, Christoffer worked as an Operating Executive in three different Private Equity funds. He started his career in General Electric, most recently as the CFO for GE Real Estate in London. Christoffer holds a Master of Science from the Stockholm School of Economics. Shawna Sullivan Marino – Director

Shawna Sullivan Marino is Director of EF Properties. Shawna manages permitting and government relations for EF’s real estate development projects across the United States, including projects in Massachusetts, New York and California. Prior to joining EF, Shawna worked at regional and multinational public affairs firms helping real estate developers permit more than 8 million square feet of commercial, residential and mixed-use projects, including Westwood Station in Westwood, Lexington Technology Park in Lexington, Northwest Park in Burlington and Market Street in Lynnfield. Prior to that, she served as a consultant for the U.S. Department of State and U.S. Department of Defense. She received a Bachelor of Arts in Political Science from Boston College and a Masters in Public Policy from Brown University. HYM INVESTMENT GROUP

Thomas N. O’Brien – Managing Director

Thomas N. O’Brien is the Founding Partner and Managing Director of The HYM Investment Group, LLC. Mr. O’Brien previously served as a Managing Partner for JPI, a national owner of multifamily communities, and as a Managing Director in Boston and New York for Tishman Speyer, one of the world’s leading real estate firms. O’Brien also led the Boston Redevelopment Authority as its Director and Chief of Staff, overseeing the development of over 12 million sf of projects in Boston, from 1994 to 2000. He served as the General Counsel and Director of Finance at the Massachusetts Industrial Finance Agency from 1989 to 1994. He began his career as an investment analyst with the American International Group (AIG) in New York. O’Brien has served as Chairman of The Greater Boston Real Estate Board and currently serves on the Board of the Taubman Center for State and Local Government at Harvard University and as Vice Chair of the Board of Overseers of The Anti-Defamation League of New England. In 2011, Governor Deval Patrick appointed Mr. O’Brien to the Board of the Massachusetts Housing Finance Agency.

Paul Crisalli, PE, LEED AP — Director of Operations

Paul Crisalli is a Partner and Director of Operations of The HYM Investment Group, LLC. Mr. Crisalli has over thirty-seven years of real estate development and operations experience in commercial and multifamily properties. Mr. Crisalli previously served as Operations Partner and Senior Vice President for JPI where he was directly responsible for all development and investments in the New York Region and oversaw the design and development of multifamily projects in JPI's Northeast Region. Prior to JPI he served as Managing Director of the Halpern Real Estate Development Company and previous to that as Director of Construction and Development of the Halpern Building Corporation. He is also a member of the National Society of Professional Engineers and a member of the US Green Building Council. Mr. Crisalli has also served as Chair, and is currently an Executive Board Member, of the Westchester/Fairfield District Council of the Urban Land Institute (ULI).

Douglas J. Manz — Director of Development

Douglas J. Manz is a Partner and Director of Development of The HYM Investment Group, LLC. Mr. Manz previously served as a Development Partner for JPI and Vice President of Development for Northland Investment Corporation where he focused on the permitting and development of high-rise, mid-rise and low-rise multifamily projects. Prior to that, he held various positions with Leggat McCall Properties in Boston. In 2013, Mr. Manz was appointed to the City of Cambridge Transportation Advisory Committee and is a member of ULI and NAIOP.

David Bracken — Vice President

David Bracken is a Vice President of The HYM Investment Group, LLC. Prior to HYM, Mr. Bracken was a project manager and asset manager for large mixed-use projects in Arizona and Florida for The Related Companies, L.P. Prior to Related, Mr. Bracken was an associate at a real estate opportunity fund at Fidelity Investments where he invested in many different product types including: multi-family, industrial, office, and hotel developments.

Michael L. Barowsky — Vice President

Michael Barowsky is a Vice President of The HYM Investment Group, LLC. Prior to HYM, Mr. Barowsky was a Vice President for Boston Development Group (BDG), where he focused on the permitting, design and development of large residential and mixed-use projects in Massachusetts. Prior to BDG, Mr. Barowsky was a Senior Associate with New Boston Fund, where he focused on many asset classes including multi-family residential, residential condominiums, life-style retail and office properties.

John F. Hurley — Senior Development Manager

John Hurley is a Senior Development Manager of the HYM Investment Group, LLC. Prior to HYM, Mr. Hurley worked in several project management roles for Suffolk Construction Company and was involved in several large-scale construction and re-development projects in the Greater Boston area. While at Suffolk, Mr. Hurley was also held various positions in field

Paul Crisalli, PE, LEED AP – Director of Operations

Paul Crisalli is a Partner and Director of Operations of The HYM Investment Group, LLC. Mr. Crisalli has over thirty-seven years of real estate development and operations experience in commercial and multifamily properties. Mr. Crisalli previously served as Operations Partner and Senior Vice President for JPI where he was directly responsible for all development and investments in the New York Region and oversaw the design and development of multifamily projects in JPI’s Northeast Region. Prior to JPI he served as Managing Director of the Halpern Real Estate Development Company and previous to that as Director of Construction and Development of the Halpern Building Corporation. He is also a member of the National Society of Professional Engineers and a member of the US Green Building Council. Mr. Crisalli has also served as Chair, and is currently an Executive Board Member, of the Westchester/Fairfield District Council of the Urban Land Institute (ULI). Douglas J. Manz – Director of Development

Douglas J. Manz is a Partner and Director of Development of The HYM Investment Group, LLC. Mr. Manz previously served as a Development Partner for JPI and Vice President of Development for Northland Investment Corporation where he focused on the permitting and development of high-rise, mid-rise and low-rise multifamily projects. Prior to that, he held various positions with Leggat McCall Properties in Boston. In 2013, Mr. Manz was appointed to the City of Cambridge Transportation Advisory Committee and is a member of ULI and NAIOP. David Bracken – Vice President

David Bracken is a Vice President of The HYM Investment Group, LLC. Prior to HYM,

Mr. Bracken was a project manager and asset manager for large mixed-use projects in Arizona and Florida for The Related Companies, L.P. Prior to Related, Mr. Bracken was an associate at a real estate opportunity fund at Fidelity Investments where he invested in many different product types including: multi-family, industrial, office, and hotel developments. Michael L. Barowsky – Vice President

Michael Barowsky is a Vice President of The HYM Investment Group, LLC. Prior to HYM, Mr. Barowsky was a Vice President for Boston Development Group (BDG), where he focused on the permitting, design and development of large residential and mixed-use projects in Massachusetts. Prior to BDG, Mr. Barowsky was a Senior Associate with New Boston Fund, where he focused on many asset classes including multi-family residential, residential condominiums, life-style retail and office properties. John F. Hurley – Senior Development Manager

John Hurley is a Senior Development Manager of the HYM Investment Group, LLC. Prior to HYM, Mr. Hurley worked in several project management roles for Suffolk Construction Company and was involved in several large-scale construction and re-development projects in the Greater Boston area. While at Suffolk, Mr. Hurley was also held various positions in field

operations, estimating, and purchasing of more than 3 million sf of projects, in a variety of industry sectors.

APPENDIX B

Letters of Recommendation from Local Officials

City of Cambridge

Richard C. Rossi • City Manager

April 28, 2016

Executive Office for Administration and Finance State House, Room 3 73 Boston, Massachusetts 02113 Attn: Kristen Lepore, Secretary

Executive Department

Lisa C. Peterson • Deputy City Manager

Re: North Point Economic Development Project I-Cubed Funding

Dear Secretary Lepore:

The City is pleased to offer this recommendation for Divco West, in support of its application for !-Cubed funding for public infrastructure improvements in connection with the North Point Economic Development Project (the "Project"). Over the past several months, the City has worked closely with EF Education First and The HYM Group in connection with the Project, and is pleased that Divco West has joined the Project.

DivcoWest has become an integral part of our conmmnity's drive toward high-tech, mixed-use, and transit oriented development, and has established a close working relationship with the City in connection with not only the Project, and the successful redevelopment and management of One Kendall Square.

We appreciate the opportunity to comment on our continuing support for the Project's !­Cubed funding and continuing the City's successful relationship with Divco West, which has established itself as a good citizen and engaged member of the Conmmnity.

RCR/mec

Very truly yours,

~ (? '(!o-4> "·~ ( 12~ch~rd C. Rossi

City Manager

City Hall " 795 Massachusetts Avenue " Cambridge • Massachusetts " 02139

617-349-4300 ·fax: 617-349-4307 ·tty: 617-492-0235 • www.cambridgema.gov

APPENDIX C

Legal Description of Economic Development District

8736892.1

Appendix C-1

Metes and Bounds Description

“I - Cubed” Economic Development District

DW NP PROPERTY, LLC

NORTH POINT CAMBRIDGE, MASSACHUSETTS

A certain Economic Development District in the Commonwealth of Massachusetts, County of Middlesex, City of Cambridge, situated northerly of Monsignor O’Brien Highway and on the westerly side of Charlestown Avenue.

More particularly bounded and described as follows:

Beginning at a point at the most southwesterly corner of the Economic Development District on property owned by DW NP PROPERTY, LLC, said point being the most southwesterly corner of the private portion of East Street, thence running;

N 34° 23’ 26” E 201.52 feet to a point of curvature, said course being by the westerly line of East Street, thence turning and running;

Northerly by a curve to the left having a radius of 34.57 feet and a length of 66.78 feet to a point of tangency, thence turning and running;

N 76° 17’ 39” W 302.99 feet to a point, thence turning and running;

N 13° 42’ 21” E 142.50 feet to a point, thence turning and running;

N 67° 25’ 54” W 94.12 feet to a point, thence turning and running;

N 76° 17’ 39” W 55.00 feet to a point, thence turning and running;

N 13° 42’ 21” E 8.00 feet to a point, thence turning and running;

N 76° 17’ 39” W 232.23 feet to a point, said last eight courses being by land now or formerly of the Massachusetts Bay Transportation Authority, thence turning and running;

N 34° 17’ 26” E 134.00 feet to a point, said course being by the easterly line of Water Street, thence turning and running;

N 55° 42’ 34” W 50.00 feet to a point, said course being by the northerly line of Water Street, thence turning and running;

N 55° 49’ 14” W 59.50 feet to a point, thence turning and running;

8736892.1

N 63° 38’ 24” W 52.14 feet to a point, thence turning and running;

N 67° 58’ 54” W 31.83 feet to a point, thence turning and running;

N 70° 37’ 34” W 61.09 feet to a point, thence turning and running;

N 70° 17’ 34” W 45.64 feet to a point, thence turning and running;

N 69° 28’ 44” W 283.29 feet to a point, thence turning and running;

N 72° 49’ 14” W 59.15 feet to a point, thence turning and running;

N 76° 36’ 44” W 103.17 feet to a point, thence turning and running;

S 39° 56’ 06” W 4.62 feet to a point, said last nine courses being by land now or formerly of Behringer Harvard 22 Water Street Project Owner, LLC, thence turning and running;

N 44° 49’ 00” W 4.13 feet to a non-tangent point of curvature, thence turning and running;

Northerly by a curve to the right having a radius of 524.90 feet and a length of 23.10 feet to a point of compound curvature, thence turning and running;

Northerly by a curve to the right having a radius of 252.75 feet and a length of 115.00 feet to a non-tangent point, thence turning and running;

N 01° 48’ 15” W 61.14 feet to a point, thence turning and running;

N 02° 23’ 37” W 17.11 feet more or less to a point at the Somerville and Cambridge City boundary, said last five courses being by land now or formerly of MBTA, thence turning and running;

Southeasterly, Easterly and Northeasterly by the city boundary between Somerville and Cambridge, 317 feet

more or less to a point, thence turning and running;

S 81° 14’ 38” E 258.20 feet to a point, said last course being by land now or formerly of MBTA, thence turning and running;

Southeasterly, Easterly and Northeasterly by the city boundary between Somerville and Cambridge, 579 feet

more or less to a point, thence turning and running;

S 81° 14’ 38” E 327.24 feet to a point, said last course being by land now or formerly of MBTA, thence turning and running;

8736892.1

Southeasterly, Easterly and Northeasterly by the city boundary between Somerville and Cambridge, 1026

feet more or less to a point, thence turning and running;

S 77° 22’ 25” E 2.99 feet to a point in the city boundary between Boston and Cambridge, said last course being by land now or formerly of MBTA, thence turning and running;

S 17° 55’ 21” E 247.74 feet to a point, thence turning and running;

S 78° 02’ 12” E 482.49 feet to a point, said last two courses being by the city boundary between Boston and Cambridge, thence turning and running;

S 58° 31’ 25” E 50.75 feet to a point, said course being by land now or formerly of the MBTA, thence turning and running;

S 31° 33’ 40” W 377.41 feet to a point, thence turning and running;

S 58° 26’ 20” E 2.34 feet to a point, said last two courses being by land now or formerly of Commonwealth of Massachusetts, (DCR Maintenance Facility), thence turning and running;

S 31° 33’ 40” W 165.99 feet to a point, thence turning and running;

S 54° 46’ 47” E 6.85 feet to a point, said last two courses being by land now or formerly of Commonwealth of Massachusetts, thence turning and running;

S 31° 29’ 34” W 78.61 feet to a point, said last five courses being by the easterly line of Charlestown Avenue, thence turning and running;

N 55° 00’ 50” W 9.29 feet to a point, thence turning and running;

N 73° 02’ 18” W 49.49 feet to a point, thence turning and running;

N 59° 54’ 59” W 2.11 feet to a point, said last three courses being by the southerly line of North Point Boulevard, thence turning and running;

S 31° 33’ 40” W 250.47 feet to a point, said course being by the westerly boundary of Charlestown Avenue, thence turning and running;

N 55° 37’ 55” W 262.03 feet to a point, thence turning and running;

S 32° 10’ 00” W 26.30 feet to a point, said last two courses being by land now or formerly of AVB Maple Leaf Apartments Limited Partnership,

8736892.1

said last course being by the easterly line of Leighton Street, thence turning and running;

N 63° 23’ 29” W 39.70 feet to a point, thence turning and running;

N 32° 10’ 56” E 144.57 feet to a point, thence turning and running;

N 20° 53’ 29” W 7.61 feet to a point, said last two courses being by the westerly line of Leighton Street and by land now or formerly of Sierra +Tango Condominium, thence turning and running;

N 73° 57’ 53” W 295.87 feet to a point, said course being by the southerly line of North Point Boulevard and by land now or formerly of Sierra +Tango Condominium, thence turning and running;

S 16° 02’ 07” W 136.50 feet to a point, said course being by the easterly line of Earhart Street and by land now or formerly of Sierra +Tango Condominium, thence turning and running;

N 73° 57’ 53” W 105.00 feet to a point, said course being by the southerly line of Earhart Street and the northerly line of Glassworks Avenue, and by land now or formerly of Archstone North Point II LLC, thence turning and running;

N 16° 02’ 07” E 136.50 feet to a point, said course being by the westerly line of Earhart Street and by land now or formerly of Sierra +Tango Condominium, thence turning and running;

N 73° 57’ 53” W 98.79 feet to a point, thence turning and running;

N 76° 08’ 05” W 101.88 feet to a point, said last two courses being by the southerly line of North Point Boulevard and by land now or formerly of Sierra +Tango Condominium, thence turning and running;

S 34° 23’ 28” W 132.11 feet to a point, said course being by the easterly line of East Street and by land now or formerly of Sierra +Tango Condominium, thence turning and running;

N 55° 36’ 34” W 9.51 feet to a point, thence turning and running;

S 34° 23’ 26” W 88.31 feet to a point, said last two courses being by the easterly line of East Street and by land now or formerly of Archstone North Point II LLC, thence turning and running;

N 55° 36’ 34” W 50.00 feet to the point of beginning. Said last course being bounded by the dividing line between the public and private portions of East Street.

8736892.1

Excepting the following parcel of land:

A certain parcel of land situated in the Commonwealth of Massachusetts, County of Middlesex, City of Cambridge, located on the northeasterly side of North Street and being shown as Lot N on a plan entitled “Plan of Land, North Point, in Cambridge and Somerville, MA (Middlesex County) and Boston, MA (Suffolk County)…” dated December 7, 2012, prepared by Beals and Thomas, Inc., recorded in Middlesex County Registry of Deeds as Plan No. 937 of 2012. Being more particularly bounded and described as follows:

Beginning at a point at the most southeasterly corner of the premises at North Street as shown on said plan, thence running;

Westerly by a curve to the left having a radius of 144.50 feet and a length of 135.08 feet to a point of tangency, thence running;

N 58° 26' 20" W 75.89 feet to a point, said last two courses being by the northerly line of North Street, thence turning and running;

N 31° 33' 40" E 245.83 feet to a point, thence turning and running;

S 58° 26' 20" E 192.14 feet to a point, thence turning and running;

S 31° 33' 40" W 304.51 feet to the point of beginning, said last five courses being by PARCEL ONE.

Containing 49,284 square feet more or less, or 1.131 acres, more or less.

208402MB-one -ICUBE

8736893.1

APPENDIX C -2

Metes and Bounds Description

“I - Cubed” Economic Development District

NORTH POINT CAMBRIDGE, MASSACHUSETTS

A certain Economic Development District in the Commonwealth of Massachusetts, County of Middlesex, City of Cambridge, situated northerly of North Point Boulevard Extension and on the southeasterly side of Education Street and shown as “Parcel 1” on plan entitled “Lease and Open Space Area Plan of Land in Cambridge, Massachusetts, Middlesex County…” dated September 9, 2011 and recorded as plan 606 of 2012.

More particularly bounded and described as follows:

Beginning at a point at the most northerly corner of the Economic Development District at a point on the southeasterly sideline of Education Street, said point being the most northerly corner of the “I - Cubed” Economic Development District, thence running;

Southeasterly by a curve to the left having a radius of 1096.95 feet and a length of 45.33 feet to a point, thence turning and running;

S 46° 44’ 19” E 189.26 feet to a point of curvature, thence turning and running;

Southerly by a curve to the right having a radius of 17.00 feet and a length of 36.43 feet to a point of compound curvature, thence turning and running;

Southwesterly by a curve to the left having a radius of 453.00 feet and a length of 101.13 feet to a point of compound curvature, thence turning and running;

Southwesterly by a curve to the left having a radius of 302.00 feet and a length of 107.67 feet to a point, thence turning and running;

N 48° 28’ 24” W 179.26 feet to a point, thence turning and running;

N 51° 33’ 02” W 75.31 feet to a point, thence turning and running;

Northeasterly by a curve to the right having a radius of 10.00 feet and a length of 8.87 feet to a point, thence turning and running;

8736893.1

N 61° 23’ 32” E 226.81 feet to the point of beginning. Said course being by the southeasterly sideline of Education Street.

208402MB-TWO--ICUBE

8736898.1

APPENDIX C-3

Metes and Bounds Description

“I - Cubed” Economic Development District

NORTH POINT CAMBRIDGE, MASSACHUSETTS

A certain Economic Development District in the Commonwealth of Massachusetts, County of Middlesex, City of Cambridge, situated on the northerly side of Industrial Park Road and shown as lot “10” on Land Court Plan 31859B.

More particularly bounded and described as follows:

Beginning at a point at the most southerly corner of the Economic Development District, lot 10, at a point on the northerly sideline of Industrial Park Road, thence running;

N 55° 02’ 00” W 148.20 feet to a point of curvature, thence turning and running;

Northerly by a curve to the right having a radius of 30.00 feet and a length of 47.12 feet to a point, said last two courses being by lot 11, thence turning and running;

N 34° 58’ 00” E 189.87 feet to a point, said course being by lot 9, thence turning and running;

S 55° 02’ 00” E 224.53 feet to a point, thence turning and running;

Southerly by a curve to the right having a radius of 40.00 feet and a length of 81.60 feet to a point, thence turning and running;

S 61° 50’ 50” W 181.38 feet to the point of beginning. Said course being by the northerly sideline of Industrial Park Road.

208402MB-THREE--ICUBE

APPENDIX D

Opinion of Proponent’s Counsel

APPENDIX E

RKG Report

RKG ASSOCIATES INC

AN INDEPENDENT REVIEW OF THE

NORTHPOINT I-CUBED PROPOSAL

CAMBRIDGE, MA

JANUARY 9, 2015

Prepared for:

Executive Office for Administration and Finance (ANF)

Commonwealth of Massachusetts Statehouse Room 373

Boston, MA 02133 Attention:

Catia Sharp, Economic and Fiscal Analyst

Prepared by:

RKG Associates, Inc. Economic, Planning and Real Estate Consultants

634 Central Avenue Dover, New Hampshire 03820

Tel: 603-953-0202 FAX: 603-953-0032

Web: www.rkgassociates.com

In Conjunction with

Economic Planning

and Real Estate Consultants

•

Keville Enterprises

Construction Management and Inspection 145 Tremont Street

Boston, MA 02111

Tel: 617-482-3888

Economic Planning

and Real Estate Consultants

AN INDEPENDENT REVIEW OF THE NORTHPOINT I-CUBED PROPOSAL

CAMBRIDGE, MA

JANUARY 9, 2015

Prepared for:

Executive Office for Administration and Finance (ANF)

Commonwealth of Massachusetts Statehouse Room 373

Boston, MA 02133 Attention:

Catia Sharp, Economic and Fiscal Analyst

Prepared by:

RKG Associates, Inc. Economic, Planning and Real Estate Consultants

634 Central Avenue Dover, New Hampshire 03820

Tel: 603-953-0202 FAX: 603-953-0032

Web: www.rkgassociates.com

In Conjunction with

Keville Enterprises Construction Management and Inspection

145 Tremont Street Boston, MA 02111 Tel: 617-482-3888

NorthPoint I-Cubed Independent Review January 9, 2015

TABLE OF CONTENTS

I. Independent Review 1

A. Executive Summary 1

B. Project Understanding and Development Feasibility 6 1. Applicant and Developer 6 2. NorthPoint Proposal and Economic Development District 7 3. Property Assessment 9 4. Neighborhood Context 10 5. Residential Market Trends and Conditions 10

6. Massachusetts and Cambridge Employment Trends and Forecasts 14

7. Office Market Indicators and Trends 18 8. Development Feasibility 20

C. NorthPoint's Economic Output 20 1. Assumptions 20 2. Economic Output from Operations 24 3. Construction Related Impact (Buildings, Only) 25 4. I-Cubed Revenue and Bond Repayment 26 5. Sensitivity Model 27

D. Public Infrastructure Investment 28 1. Cost Review 28

E. Conclusion 32

II. Appendix A - Tables 34

III. Appendix B — Infrastructure Cost Detail 45

RKG Associates, Inc. Page i

NorthPoint I-Cubed Independent Review January 9, 2015

TABLE OF CONTENTS

I. Independent Review .................................................................................. 1

A. Executive Summary ............................................................................................... 1

B. Project Understanding and Development Feasibility ................................................ 6 1. Applicant and Developer .................................................................................................... 6 2. NorthPoint Proposal and Economic Development District .............................................. 7 3. Property Assessment ............................................................................................................. 9 4. Neighborhood Context ...................................................................................................... 10 5. Residential Market Trends and Conditions ..................................................................... 10 6. Massachusetts and Cambridge Employment Trends and Forecasts .......................... 14 7. Office Market Indicators and Trends .............................................................................. 18 8. Development Feasibility .................................................................................................... 20

C. NorthPoint’s Economic Output ............................................................................. 20 1. Assumptions .......................................................................................................................... 20 2. Economic Output from Operations ................................................................................... 24 3. Construction Related Impact (Buildings, Only) ............................................................... 25 4. I-Cubed Revenue and Bond Repayment ......................................................................... 26 5. Sensitivity Model ................................................................................................................. 27

D. Public Infrastructure Investment .......................................................................... 28 1. Cost Review .......................................................................................................................... 28

E. Conclusion .............................................................................................................. 32

II. Appendix A - Tables ............................................................................... 34

III. Appendix B – Infrastructure Cost Detail ................................................ 45

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NorthPoint I-Cubed Independent Review January 9, 2015

I. INDEPENDENT REVIEW

RKG Associates, Inc., in conjunction with Keville Enterprises, was retained by the Commonwealth of Massachusetts Executive Office of Administration and Finance (ANF) to prepare an independent review of the Draft Preliminary Economic Development Proposal North Point (Proposal), submitted by CJUF III Northpoint LLC (Developer) and Efekta House, Inc./EF Education First (EF), collectively referred to as the Applicant.

RKG's focus on the review included the following tasks:

• Evaluate the development feasibility of the Project by analyzing the various components in the Proposal, the timing of the Project and how it fits within the context of the market.

• Analyze the economic output of the Proposal and the various factors including displacement in order to ascertain their validity to meet certain financial criteria outlined in the legislation. In this manner, the net new state tax revenues in the Proposal are evaluated and any areas of potential risk are identified.

• Review the public infrastructure plans and verify the need and the associated cost.

The following section summarizes the findings from the independent review and more information and analysis are included in the report and Appendix A and B at the end.

A. Executive Summary

The Proposal consists of two major components located in an Economic Development District (EDD) in East Cambridge, Massachusetts. The first component consists of EF's two-building campus containing 560,000 square feet (SF), including a recently completed, $125 million, 295,000 SF building adjacent to North Point Park on the Charles River Basin. EF employed 708 persons in 2013, and subsequently increased that to 880 persons with the opening of the new building, and forecasts an increase of another 155 positions by 2017.

The second component consists of the NorthPoint project, a 45-acre tract of primarily vacant former industrial land, proposed for a mixed-use development of 2,800 housing units and 2.0 million SF of commercial building area that would provide a reported 8,300 jobs at full build-out. NorthPoint is actually located in three municipal jurisdictions with approximately 40 acres located in East Cambridge and within the EDD.

Education First (EF) is a privately-owned company and a world leader in international education specializing in educational travel, cultural exchange, language training and academic degree programs. Efekta House, Inc. serves as its real estate arm. EF is celebrating its 50th year in business and has operated in Cambridge for over 17 years. Both buildings on its campus in NorthPoint were self-financed including the current conversion of its original building to the Hult Graduate School of Business.

CJUF III NorthPoint (Developer) is a joint venture between three privately-owned companies, HYM Investment Group, LLC, Canyon Johnson Urban Funds III and Pan Am Railways. CJUF

RKG Associates, Inc. Page 1

NorthPoint I-Cubed Independent Review January 9, 2015

I. INDEPENDENT REVIEW RKG Associates, Inc., in conjunction with Keville Enterprises, was retained by the Commonwealth of Massachusetts Executive Office of Administration and Finance (ANF) to prepare an independent review of the Draft Preliminary Economic Development Proposal North Point (Proposal), submitted by CJUF III Northpoint LLC (Developer) and Efekta House, Inc./EF Education First (EF), collectively referred to as the Applicant. RKG’s focus on the review included the following tasks:

• Evaluate the development feasibility of the Project by analyzing the various components in the Proposal, the timing of the Project and how it fits within the context of the market.

• Analyze the economic output of the Proposal and the various factors including displacement in order to ascertain their validity to meet certain financial criteria outlined in the legislation. In this manner, the net new state tax revenues in the Proposal are evaluated and any areas of potential risk are identified.

• Review the public infrastructure plans and verify the need and the associated cost.

The following section summarizes the findings from the independent review and more information and analysis are included in the report and Appendix A and B at the end.

A. Executive Summary The Proposal consists of two major components located in an Economic Development District (EDD) in East Cambridge, Massachusetts. The first component consists of EF’s two-building campus containing 560,000 square feet (SF), including a recently completed, $125 million, 295,000 SF building adjacent to North Point Park on the Charles River Basin. EF employed 708 persons in 2013, and subsequently increased that to 880 persons with the opening of the new building, and forecasts an increase of another 155 positions by 2017. The second component consists of the NorthPoint project, a 45-acre tract of primarily vacant former industrial land, proposed for a mixed-use development of 2,800 housing units and 2.0 million SF of commercial building area that would provide a reported 8,300 jobs at full build-out. NorthPoint is actually located in three municipal jurisdictions with approximately 40 acres located in East Cambridge and within the EDD. Education First (EF) is a privately-owned company and a world leader in international education specializing in educational travel, cultural exchange, language training and academic degree programs. Efekta House, Inc. serves as its real estate arm. EF is celebrating its 50th year in business and has operated in Cambridge for over 17 years. Both buildings on its campus in NorthPoint were self-financed including the current conversion of its original building to the Hult Graduate School of Business. CJUF III NorthPoint (Developer) is a joint venture between three privately-owned companies, HYM Investment Group, LLC, Canyon Johnson Urban Funds III and Pan Am Railways. CJUF

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NorthPoint I-Cubed Independent Review January 9, 2015

III NorthPoint self-financed the acquisition of the Project in August 2010 after a contentious litigation from the fallout of the previous partnership starting in 2005 that failed to accomplish the vision of the first Master Plan approved in 2003. Subsequently, CJUF III NorthPoint received approvals of an updated Master Plan in 2012 and started construction on TwentyI20, a $132 million, 355-unit apartment project, slated for completion in 2015.

The Applicant (CJUF III Northpoint LLC and Efekta House, Inc./EF) have jointly submitted a Draft Preliminary Economic Development Proposal for funding under the Commonwealth of Massachusetts's Infrastructure Investment Incentive program. The request of $25 million in I-Cubed financing is for key public infrastructure investments in order to facilitate the Project and remove key barriers that currently limit its marketability.

Figure I-1 — NorthPoint Locational Context

This $25 million in up-front public funds would generate another $42 million in additional privately-financed public-infrastructure and green space investment, plus another $1.5 billion (if not more) for future building development, as NorthPoint is built-out by the Developer over the next twenty years. In addition, the MBTA has planned a $1.3 billion investment to extend the Green-Line and build a new elevated Lechmere Station at NorthPoint which will be another key enhancement for the Project; however, completion of the new station may not occur until 2017, although construction should start soon as funding was recently finalized.

Although some restricted financial information was provided from the Applicant, since both are closely-held, privately-owned businesses, the Independent Consultant believes that Applicant (EF and the Developer) have the financial capability of taking on a project of this

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NorthPoint I-Cubed Independent Review January 9, 2015

III NorthPoint self-financed the acquisition of the Project in August 2010 after a contentious litigation from the fallout of the previous partnership starting in 2005 that failed to accomplish the vision of the first Master Plan approved in 2003. Subsequently, CJUF III NorthPoint received approvals of an updated Master Plan in 2012 and started construction on Twenty|20, a $132 million, 355-unit apartment project, slated for completion in 2015. The Applicant (CJUF III Northpoint LLC and Efekta House, Inc./EF) have jointly submitted a Draft Preliminary Economic Development Proposal for funding under the Commonwealth of Massachusetts’s Infrastructure Investment Incentive program. The request of $25 million in I-Cubed financing is for key public infrastructure investments in order to facilitate the Project and remove key barriers that currently limit its marketability.

Figure I-1 – NorthPoint Locational Context

This $25 million in up-front public funds would generate another $42 million in additional privately-financed public-infrastructure and green space investment, plus another $1.5 billion (if not more) for future building development, as NorthPoint is built-out by the Developer over the next twenty years. In addition, the MBTA has planned a $1.3 billion investment to extend the Green-Line and build a new elevated Lechmere Station at NorthPoint which will be another key enhancement for the Project; however, completion of the new station may not occur until 2017, although construction should start soon as funding was recently finalized. Although some restricted financial information was provided from the Applicant, since both are closely-held, privately-owned businesses, the Independent Consultant believes that Applicant (EF and the Developer) have the financial capability of taking on a project of this

RKG Associates, Inc. Page 2

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NorthPoint I-Cubed Independent Review January 9, 2015

magnitude and the development feasibility of the Proposal in its entirety is positive under current and reasonably foreseeable economic conditions.

The Preliminary Proposal indicates that the source of I-Cubed revenue from the Project is entirely dependent on the net income tax revenue generated from the existing (708) and proposed new (327) jobs at EF, plus 40 proposed jobs at the new Twenty/20 residential project. The Applicant claims all existing and proposed jobs are "net new", since EF would have built their National Headquarters out-of-state, if not for this Proposal and the future build-out of NorthPoint. The Proposal indicates that annual income tax revenues from the EF employees exceed the debt service requirements throughout the 30-year bond period. Additional potential I-Cubed revenue will be generated from new economic activity that results as NorthPoint becomes built-out, but that was not calculated in the Proposal.

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EF provided some "compelling information" about their operations in regard to their claim that these jobs have not and will not displace employment elsewhere in the Commonwealth. In June 2010, the Cambridge City Council adopted a resolution in support of EF's decision to expand further in the Northpoint area rather than expand out-of-state.l In July 2011, the Commonwealth of Massachusetts passed special legislation (Chapter 88) that subsequently allowed EF to purchase surplus MassDOT property (8 Education Street), and build its new, $125 million, 295,000 SF North American Headquarters on the Charles River Basin. The firm's impact as a provider of international travel for school groups not only locally but nationwide appears significant coupled with EF's influence on foreign-language training worldwide. In addition, the new Hult Graduate School of Business will draw students from around the world that will provide additional economic activity. EF's recent investment at NorthPoint complements their global stature to this regard.

1 This was two months prior to the Developer's acquisition of NorthPoint (August 2010)

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NorthPoint I-Cubed Independent Review January 9, 2015

magnitude and the development feasibility of the Proposal in its entirety is positive under current and reasonably foreseeable economic conditions. The Preliminary Proposal indicates that the source of I-Cubed revenue from the Project is entirely dependent on the net income tax revenue generated from the existing (708) and proposed new (327) jobs at EF, plus 40 proposed jobs at the new Twenty/20 residential project. The Applicant claims all existing and proposed jobs are “net new”, since EF would have built their National Headquarters out-of-state, if not for this Proposal and the future build-out of NorthPoint. The Proposal indicates that annual income tax revenues from the EF employees exceed the debt service requirements throughout the 30-year bond period. Additional potential I-Cubed revenue will be generated from new economic activity that results as NorthPoint becomes built-out, but that was not calculated in the Proposal.

Figure I-2 – NorthPoint Project

EF provided some “compelling information” about their operations in regard to their claim that these jobs have not and will not displace employment elsewhere in the Commonwealth. In June 2010, the Cambridge City Council adopted a resolution in support of EF’s decision to expand further in the Northpoint area rather than expand out-of-state.1 In July 2011, the Commonwealth of Massachusetts passed special legislation (Chapter 88) that subsequently allowed EF to purchase surplus MassDOT property (8 Education Street), and build its new, $125 million, 295,000 SF North American Headquarters on the Charles River Basin. The firm’s impact as a provider of international travel for school groups not only locally but nationwide appears significant coupled with EF’s influence on foreign-language training worldwide. In addition, the new Hult Graduate School of Business will draw students from around the world that will provide additional economic activity. EF’s recent investment at NorthPoint complements their global stature to this regard.

1 This was two months prior to the Developer’s acquisition of NorthPoint (August 2010)

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NorthPoint I-Cubed Independent Review January 9, 2015

At this time, the Independent Consultant is of the opinion that all EF's existing and proposed jobs would be "net new" in light of their decision not to expand out-of-state, and EF has become a committed partner in the redevelopment in this formerly "blighted" portion of Cambridge. However, the Proposal did not provide sufficient rationale to substantiate the lack of a displacement factor(s) for the other components at NorthPoint, in light of a marketing strategy aimed at targeting other Massachusetts businesses to a new location at NorthPoint. As a result, the Independent Consultant relied on their experience for appropriate displacement factors.

It is clear to the Independent Consultant that in the Proposal (Section S) repayment of the I-cubed bond is tied directly to EF and its employment; however, recovery of any potential revenue shortfall tied to EF's employment would rely on Assessment Parcels that included future developable land at the rest of the Project, but not EF's parcels. The Applicant assumes sufficient collateral would exist with the Developer's vacant land should any shortfall result.

Table I-1 highlights key elements about the Proposal derived by the Independent Consultant for the build-out of NorthPoint. In its entirety, approximately 6,700 jobs will be created at NorthPoint, which is more conservative than indicated in the Proposal but considered realistic at this time given the "speculative" nature of the remainder of the Project.

Table I-1— NorthPoint I-Cubed Economic Output Comparison (at Build-Out in 2014 $)

Education

Independent Review First TwentyI20 Subtotal

Rest of

NorthPoint Total

Building SF [1] 428,400 6,120 434,520 1,555,380 1,989,900

# of Jobs 1,035 40 1,075 5,609 6,684

AVG Wage [2] $65,000 $31,871 $63,718 $79,345 $76,650

DOR Effective Rate [2] 4.18% 3.62% 4.17% 4.29% 4.27%

Displacement 0% -45% -1% -64% -55%

Net Revenue (000s) $2,809 $26 $2,835 $6,945 $9,780

Debt Service (000s) [3] $1,618

Debt Service + 1.5 DCR (000s) [4] $2,427

Construction $ Income (000) [5] $1,653

Construction $ Sales Tax 000) [5] $1,094

Surplus Revenue at End of Bond (000) [6] $65,918

[1] Effective Commercial Building Area (less 15% for net space and 10% for vacancy)

[2] FY-17 for EF; FY-16 for Twe ntyl 20; FY-13 for Rest of NorthPoint

[2] MA Department of Revenue Effective Tax Rates (2012)

[3] Debt Service on $25 million, 5% interest; 30-year term, bi-annual payments

[4] Debt Service plus 1.5 debt coverage ratio

[5] 50% of EF/HYM 2013-2015 construction-related benefits (adjusted)

[6] Cumulative balance of surplus revenue after bond payments (2013-2045) (EF & Twenty' 20 onlY)

Source: NorthPoint DPEDP & RKG Associates, Inc.

When completed, the Project will generate $9 8 million in annual net new revenue based on today's dollars, suggesting a positive return for the Commonwealth's $25 million investment for upfront infrastructure that would not likely have happened had it not been for the I-Cubed Program. Most, if not, all of this this employment will occur within the 30-year bond period. It is doubtful any revenue shortfall would result, based on the assumptions in the analysis, but

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NorthPoint I-Cubed Independent Review January 9, 2015

At this time, the Independent Consultant is of the opinion that all EF’s existing and proposed jobs would be “net new” in light of their decision not to expand out-of-state, and EF has become a committed partner in the redevelopment in this formerly “blighted” portion of Cambridge. However, the Proposal did not provide sufficient rationale to substantiate the lack of a displacement factor(s) for the other components at NorthPoint, in light of a marketing strategy aimed at targeting other Massachusetts businesses to a new location at NorthPoint. As a result, the Independent Consultant relied on their experience for appropriate displacement factors. It is clear to the Independent Consultant that in the Proposal (Section S) repayment of the I-cubed bond is tied directly to EF and its employment; however, recovery of any potential revenue shortfall tied to EF’s employment would rely on Assessment Parcels that included future developable land at the rest of the Project, but not EF’s parcels. The Applicant assumes sufficient collateral would exist with the Developer’s vacant land should any shortfall result. Table I-1 highlights key elements about the Proposal derived by the Independent Consultant for the build-out of NorthPoint. In its entirety, approximately 6,700 jobs will be created at NorthPoint, which is more conservative than indicated in the Proposal but considered realistic at this time given the “speculative” nature of the remainder of the Project. Table I-1– NorthPoint I-Cubed Economic Output Comparison (at Build-Out in 2014 $)

When completed, the Project will generate $9.8 million in annual net new revenue based on today’s dollars, suggesting a positive return for the Commonwealth’s $25 million investment for upfront infrastructure that would not likely have happened had it not been for the I-Cubed Program. Most, if not, all of this this employment will occur within the 30-year bond period. It is doubtful any revenue shortfall would result, based on the assumptions in the analysis, but

Independent Review Education

First Twenty|20 SubtotalRest of

NorthPoint TotalBuilding SF [1] 428,400 6,120 434,520 1,555,380 1,989,900# of Jobs 1,035 40 1,075 5,609 6,684AVG Wage [2] $65,000 $31,871 $63,718 $79,345 $76,650DOR Effective Rate [2] 4.18% 3.62% 4.17% 4.29% 4.27%

Displacement 0% -45% -1% -64% -55%Net Revenue (000s) $2,809 $26 $2,835 $6,945 $9,780Debt Service (000s) [3] $1,618Debt Service + 1.5 DCR (000s) [4] $2,427Construction $ Income (000) [5] $1,653Construction $ Sales Tax 000) [5] $1,094Surplus Revenue at End of Bond (000) [6] $65,918[1] Effective Commercia l Bui lding Area (less 15% for net space and 10% for vacancy)

[2] FY-17 for EF; FY-16 for Twenty|20; FY-13 for Rest of NorthPoint

[2] MA Department of Revenue Effective Tax Rates (2012)

[3] Debt Service on $25 mi l l ion, 5% interest; 30-year term, bi -annual payments

[4] Debt Service plus 1.5 debt coverage ratio

[5] 50% of EF/HYM 2013-2015 construction-related benefi ts (adjusted)

[6] Cumulative ba lance of surplus revenue after bond payments (2013-2045) (EF & Twenty|20 only)

Source: NorthPoint DPEDP & RKG Associates , Inc.

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NorthPoint I-Cubed Independent Review January 9, 2015

reserves from the construction-related benefits ($2.7 million) would exist. A cumulative surplus of $65 million in untapped net new revenue would result at the end of the bond period.

Additional I-Cubed benefits would also result from potential sales taxes generated from the retail, restaurant, grocery story and hotel components planned for the Project. Additional ground-floor commercial space is also planned for other mixed-used buildings. However, specific details regarding these additional elements or their economic contributions were not provided in the Proposal.

The Independent Consultant also prepared a sensitivity model, using a higher factor for EF's existing and proposed employment, since the determination of a displacement factor is made by the Commissioner of Revenue. A 40% displacement factor (60% net new) for EF employment may be the breakeven point, as small shortfalls are apparent, unless the Developer can provide commitments for a new office building within the next 2 to 3 years from a user that would provide a significant number of net new jobs to augment those of EF. Alternatively, construction of a third building by EF, as has been discussed informally, would also provide a sufficient number of net new jobs to cover the I-cubed debt service at this higher displacement factor.

A review of the Public Infrastructure costs concluded with a cost estimate that was approximately $1.1 million (1.7 percent) less than submitted by the Applicant, although some backup data was not available and could not be addressed. This finding provides the basis for concluding that the public infrastructure costs reported in the Preliminary Application are reasonable.

Based on the review and analysis undertaken by the Independent Consultant, the NorthPoint Project as presented supports the goals and objectives of the I-Cubed legislation and sufficient revenues will be generated to cover debt service and required reserves for the requested $25 million I-Cubed bond. However, there are risks associated with the Project, as with any major economic/real estate development proposal, and any shortfalls that may result would be offset as the rest of NorthPoint becomes fully developed. The Commonwealth's participation in the Project would reveal to the broader real estate market a commitment to public partnership to enhance economic development in this portion of Cambridge, as Education First has already demonstrated.

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NorthPoint I-Cubed Independent Review January 9, 2015

reserves from the construction-related benefits ($2.7 million) would exist. A cumulative surplus of $65 million in untapped net new revenue would result at the end of the bond period. Additional I-Cubed benefits would also result from potential sales taxes generated from the retail, restaurant, grocery story and hotel components planned for the Project. Additional ground-floor commercial space is also planned for other mixed-used buildings. However, specific details regarding these additional elements or their economic contributions were not provided in the Proposal. The Independent Consultant also prepared a sensitivity model, using a higher factor for EF’s existing and proposed employment, since the determination of a displacement factor is made by the Commissioner of Revenue. A 40% displacement factor (60% net new) for EF employment may be the breakeven point, as small shortfalls are apparent, unless the Developer can provide commitments for a new office building within the next 2 to 3 years from a user that would provide a significant number of net new jobs to augment those of EF. Alternatively, construction of a third building by EF, as has been discussed informally, would also provide a sufficient number of net new jobs to cover the I-cubed debt service at this higher displacement factor. A review of the Public Infrastructure costs concluded with a cost estimate that was approximately $1.1 million (1.7 percent) less than submitted by the Applicant, although some backup data was not available and could not be addressed. This finding provides the basis for concluding that the public infrastructure costs reported in the Preliminary Application are reasonable. Based on the review and analysis undertaken by the Independent Consultant, the NorthPoint Project as presented supports the goals and objectives of the I-Cubed legislation and sufficient revenues will be generated to cover debt service and required reserves for the requested $25 million I-Cubed bond. However, there are risks associated with the Project, as with any major economic/real estate development proposal, and any shortfalls that may result would be offset as the rest of NorthPoint becomes fully developed. The Commonwealth’s participation in the Project would reveal to the broader real estate market a commitment to public partnership to enhance economic development in this portion of Cambridge, as Education First has already demonstrated.

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NorthPoint I-Cubed Independent Review January 9, 2015

B. Project Understanding and Development Feasibility

This section presents the Independent Consultant's analysis of the development feasibility of the Draft Preliminary Economic Development Proposal North Point (Proposal), submitted by CJUF III Northpoint LLC (referred to as the Developer) and Efekta House, Inc./EF Education First (EF), collectively referred to as the Applicant. Different elements of the Proposal are identified and an understanding of the timing of the Project and how it fits within the context of the market is presented. Some restricted financial information was provided to the Independent Consultant, and as a result, various assumptions obtained from research for this review were used to derive an understanding of the Proposal's development feasibility.

1. Applicant and Developer

Education First (EF) is a privately-owned company with 37,000 employees in 52 counties and a world leader in international education, specializing in educational travel, cultural exchange, language training and academic degree programs. Efekta House, Inc. serves as its real estate arm. EF is celebrating its 50th year in business, and has operated in Cambridge for over 17 years. Both buildings on its campus in NorthPoint were reportedly self-financed including the current conversion of its original building to the Hult Graduate School of Business.

In January 1996, EF Schools, Inc. acquired the parcel at One Education Street for $5.23 million, and built a 265,000 SF building.2 In essence EF became the first major office-user to locate in the former industrial area referred to as Northpoint. In June 2010, the City of Cambridge City Council adopted a resolution in support of EF's decision to expand further in the Northpoint area rather than expand out-of-state in Miami or Denver. In July 2011, the Commonwealth of Massachusetts passed special legislation (Chapter 88) that subsequently allowed EF to purchase surplus MassDOT property (8 Education Street), and build a new, $125 million, 295,000 SF North American Headquarters and adjacent open space on the Charles River Basin. In October 2014, EF moved into their new headquarters and began the process of converting their other building into the Hult Graduate School of Business. Long-term, EF may expand its Northpoint campus in the future, if additional state-owned surplus land becomes available.

CJUF III Northpoint LLC (Developer) is a joint venture between three privately-owned companies, namely HYM Investment Group, LLC (general partner), affiliates of Canyon Johnson Urban Funds (equity finance) and Pan Am Railways (land owner). In August 2010, CJUF III Northpoint acquired the fee-simple ownership in NorthPoint from Boston and Maine Corporation (a subsidiary of Pan Am Railways). This was after prolonged litigation of a former partnership/venture with Spaulding and Slye Investment (Cambridge North Point LLC), which started in 2005 after the development of two residential condominium towers (329 units) plus some streets and open space, based on an initial Master Plan that was approved in 2003. Reportedly, no third-party debt exists on the undeveloped portions of NorthPoint.

In October 2012, the City of Cambridge approved revisions/amendments to the NorthPoint Master Plan with the objective of developing Parcel N for residential use instead of its previous

2 The 1996 acquisition price ($5.23 million) indicates a land value per building area of $22/SF. EF Schools transferred the property to EFEKTA Schools in September 1996.

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NorthPoint I-Cubed Independent Review January 9, 2015

B. Project Understanding and Development Feasibility This section presents the Independent Consultant’s analysis of the development feasibility of the Draft Preliminary Economic Development Proposal North Point (Proposal), submitted by CJUF III Northpoint LLC (referred to as the Developer) and Efekta House, Inc./EF Education First (EF), collectively referred to as the Applicant. Different elements of the Proposal are identified and an understanding of the timing of the Project and how it fits within the context of the market is presented. Some restricted financial information was provided to the Independent Consultant, and as a result, various assumptions obtained from research for this review were used to derive an understanding of the Proposal’s development feasibility.

1. Applicant and Developer

Education First (EF) is a privately-owned company with 37,000 employees in 52 counties and a world leader in international education, specializing in educational travel, cultural exchange, language training and academic degree programs. Efekta House, Inc. serves as its real estate arm. EF is celebrating its 50th year in business, and has operated in Cambridge for over 17 years. Both buildings on its campus in NorthPoint were reportedly self-financed including the current conversion of its original building to the Hult Graduate School of Business. In January 1996, EF Schools, Inc. acquired the parcel at One Education Street for $5.23 million, and built a 265,000 SF building.2 In essence EF became the first major office-user to locate in the former industrial area referred to as Northpoint. In June 2010, the City of Cambridge City Council adopted a resolution in support of EF’s decision to expand further in the Northpoint area rather than expand out-of-state in Miami or Denver. In July 2011, the Commonwealth of Massachusetts passed special legislation (Chapter 88) that subsequently allowed EF to purchase surplus MassDOT property (8 Education Street), and build a new, $125 million, 295,000 SF North American Headquarters and adjacent open space on the Charles River Basin. In October 2014, EF moved into their new headquarters and began the process of converting their other building into the Hult Graduate School of Business. Long-term, EF may expand its Northpoint campus in the future, if additional state-owned surplus land becomes available. CJUF III Northpoint LLC (Developer) is a joint venture between three privately-owned companies, namely HYM Investment Group, LLC (general partner), affiliates of Canyon Johnson Urban Funds (equity finance) and Pan Am Railways (land owner). In August 2010, CJUF III Northpoint acquired the fee-simple ownership in NorthPoint from Boston and Maine Corporation (a subsidiary of Pan Am Railways). This was after prolonged litigation of a former partnership/venture with Spaulding and Slye Investment (Cambridge North Point LLC), which started in 2005 after the development of two residential condominium towers (329 units) plus some streets and open space, based on an initial Master Plan that was approved in 2003. Reportedly, no third-party debt exists on the undeveloped portions of NorthPoint. In October 2012, the City of Cambridge approved revisions/amendments to the NorthPoint Master Plan with the objective of developing Parcel N for residential use instead of its previous

2 The 1996 acquisition price ($5.23 million) indicates a land value per building area of $22/SF. EF Schools transferred the property to EFEKTA Schools in September 1996.

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designation for non-residential use. Parcel N was subsequently transferred to NP Parcel N Owner LLC in December 2012, and construction started on TwentyI20, a 355-unit apartment building. According to the Proposal, Wells Fargo provided a construction loan for 55 percent, while CJUF III NorthPoint provided the remaining equity including Pan Am Railways' land interest. Financing for the construction of the remaining build-out at NorthPoint will be secured in the future at the time of development of select parcels, similar to that of Parcel N.

Although some restricted financial information was provided, since both are closely-held, privately-owned businesses/entities. Canyon Johnson Urban Fund III was created in 2008 as a partnership of Canyon Capital Realty Advisors and Earvin "Magic" Johnson, with over $1 billion in funding from a broad range of public and private pension funds, endowments, foundations and investment companies. CFUF III is the third in a series of funds aimed at fostering economic development in underserved urban neighborhoods in the top 40 U.S. metropolitan markets. HYM Investment Group is a Boston-based real estate company focused on acquisition, development and management of complex urban projects.

The Independent Consultant believes that Applicant for the Proposal including the Developer for the rest of NorthPoint have the financial capability to complete the project. The timing and ultimate build-out of the rest of Proposal may take 20, if not 30 years to realize, but within the 30-year I-cubed bonding period, as result the actual development program may change in the future due to economic cycles and market conditions.

2. NorthPoint Proposal and Economic Development District

NorthPoint is one of largest undeveloped land parcel(s) within the Greater Boston region containing approximately 45 acres, and as such is directly competing with a handful of other large-scale developments such as the Seaport District in Boston and Assembly Square in Somerville. The Project consists of the development of 20 parcels encompassing nearly 1.1 million SF of land area (25 acres). Approximately 80 percent of the property is located within the Economic Development District (EDD) in East Cambridge, as shown in Table 1-2, while the remainder is located in Somerville or Boston.

EF represents about 10 percent of the land area of the Project, while the remainder is the NorthPoint component, which is divided into 5 different districts including 3 major residential districts, one mixed-use district and one commercial district. The Proposal identifies a total of 5.45 million SF of building area with approximately 47 percent for commercial activity and the remaining 53 percent for residential.

The planned development in the Commercial Spine (1.28 million SF) accounts for about 64 percent of the to-be-developed commercial space (excluding EF); however, only 40 percent of the land in the Commercial Spine is within the EDD, suggesting that most of the future economic activity in this portion would actually occur outside the EDD, but the exact amount won't be known until future buildings are sited. Figure 1-3 displays those areas that are actually within the EDD (including areas for public infrastructure) versus those that are outside the boundary. Table II-1 in Appendix A provides more details on the individual parcels in the EDD and their development potential, including parcel ownership.

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designation for non-residential use. Parcel N was subsequently transferred to NP Parcel N Owner LLC in December 2012, and construction started on Twenty|20, a 355-unit apartment building. According to the Proposal, Wells Fargo provided a construction loan for 55 percent, while CJUF III NorthPoint provided the remaining equity including Pan Am Railways’ land interest. Financing for the construction of the remaining build-out at NorthPoint will be secured in the future at the time of development of select parcels, similar to that of Parcel N. Although some restricted financial information was provided, since both are closely-held, privately-owned businesses/entities. Canyon Johnson Urban Fund III was created in 2008 as a partnership of Canyon Capital Realty Advisors and Earvin “Magic” Johnson, with over $1 billion in funding from a broad range of public and private pension funds, endowments, foundations and investment companies. CFUF III is the third in a series of funds aimed at fostering economic development in underserved urban neighborhoods in the top 40 U.S. metropolitan markets. HYM Investment Group is a Boston-based real estate company focused on acquisition, development and management of complex urban projects. The Independent Consultant believes that Applicant for the Proposal including the Developer for the rest of NorthPoint have the financial capability to complete the project. The timing and ultimate build-out of the rest of Proposal may take 20, if not 30 years to realize, but within the 30-year I-cubed bonding period, as result the actual development program may change in the future due to economic cycles and market conditions.

2. NorthPoint Proposal and Economic Development District

NorthPoint is one of largest undeveloped land parcel(s) within the Greater Boston region containing approximately 45 acres, and as such is directly competing with a handful of other large-scale developments such as the Seaport District in Boston and Assembly Square in Somerville. The Project consists of the development of 20 parcels encompassing nearly 1.1 million SF of land area (25 acres). Approximately 80 percent of the property is located within the Economic Development District (EDD) in East Cambridge, as shown in Table I-2, while the remainder is located in Somerville or Boston. EF represents about 10 percent of the land area of the Project, while the remainder is the NorthPoint component, which is divided into 5 different districts including 3 major residential districts, one mixed-use district and one commercial district. The Proposal identifies a total of 5.45 million SF of building area with approximately 47 percent for commercial activity and the remaining 53 percent for residential. The planned development in the Commercial Spine (1.28 million SF) accounts for about 64 percent of the to-be-developed commercial space (excluding EF); however, only 40 percent of the land in the Commercial Spine is within the EDD, suggesting that most of the future economic activity in this portion would actually occur outside the EDD, but the exact amount won’t be known until future buildings are sited. Figure I-3 displays those areas that are actually within the EDD (including areas for public infrastructure) versus those that are outside the boundary. Table II-1 in Appendix A provides more details on the individual parcels in the EDD and their development potential, including parcel ownership.

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At full build-out the Proposal indicates a total of over 9,300 jobs including 1,035 jobs at EF by 2017 when future hiring at 8 Education Way is complete, reflecting an increase of 327 jobs from 2013 when employment was reported at 708 jobs at 1 Education Way. Another 40 jobs will be added in 2016 at the completion of Twenty120, including 5 jobs in 2015. The remaining 8,300 jobs, according to the Proposal, would result at the completion of the other components.

Table 1-2 - NorthPoint Proposal Characteristics

Education

Category First

Twenty' Retail Comm. Residen- Infill Res-

20 Square Spine [2] tial Park idential Total

% of

Total

# of Blocks 2 1 6 4 4 3 20 100% Land SF in EDD 105,357 61,000 394,250 80,650 100,050 122,050 863,357 100%

Total Land SF [1] 105,357 61,000 402,500 211,000 116,000 180,000 1,075,857 100%

% in EDD 100% 100% 98% 38% 86% 68% 80%

% of Total Land 10% 6% 37% 20% 11% 17% 100%

Total Bldg SF 560,000 394,000 1,356,855 1,285,000 1,005,000 850,407 5,451,262 100%

Commercial SF 560,000 8,000 727,000 1,285,000 0 0 2,580,000 47%

Office 560,000 475,000 745,000 1,780,000 69%

Lab/Biotech 540,000 540,000 21%

Retail 8,000 120,000 128,000 5%

Hotel 132,000 132,000 5%

Residential SF 0 386,000 629,855 0 1,005,000 850,407 2,871,262 53%

Residential Units 0 355 622 0 1,005 850 2,832

Total Jobs 1,035 40 2,972 5,140 103 87 9,377 100%

Office 1,035 1,900 2,980 5,915 63%

Lab/Biotech 2,160 2,160 23%

Retail 32 480 512 5%

Hotel 529 529 6%

Property Mgmt 8 63 103 87 261 3%

Jobs per SF/Unit 541 200 245 250 0.1 0.1 275

[1] Excludes streets, roads and right-of-ways

[2] Proposal calculated La b/Biotech jobs at 250/SF since Total Is 5,140 for this District versus 4,600 if 333/SF was used

Source: NorthPoint I-Cubed Application &RKG Associates, Inc.

MFIEAS

507/1 .1 lerr

Figure 1-3 - NorthPoint Economic Development District

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At full build-out the Proposal indicates a total of over 9,300 jobs including 1,035 jobs at EF by 2017 when future hiring at 8 Education Way is complete, reflecting an increase of 327 jobs from 2013 when employment was reported at 708 jobs at 1 Education Way. Another 40 jobs will be added in 2016 at the completion of Twenty|20, including 5 jobs in 2015. The remaining 8,300 jobs, according to the Proposal, would result at the completion of the other components.

Table I-2 – NorthPoint Proposal Characteristics

Figure I-3 – NorthPoint Economic Development District

CategoryEducation

FirstTwenty|

20Retail

SquareComm.

Spine [2]Residen-tial Park

Infill Res-idential Total

% of Total

# of Blocks 2 1 6 4 4 3 20 100%Land SF in EDD 105,357 61,000 394,250 80,650 100,050 122,050 863,357 100%

Total Land SF [1] 105,357 61,000 402,500 211,000 116,000 180,000 1,075,857 100%% in EDD 100% 100% 98% 38% 86% 68% 80%

% of Total Land 10% 6% 37% 20% 11% 17% 100%Total Bldg SF 560,000 394,000 1,356,855 1,285,000 1,005,000 850,407 5,451,262 100%

Commercial SF 560,000 8,000 727,000 1,285,000 0 0 2,580,000 47%Office 560,000 475,000 745,000 1,780,000 69%

Lab/Biotech 540,000 540,000 21%Retail 8,000 120,000 128,000 5%Hotel 132,000 132,000 5%

Residential SF 0 386,000 629,855 0 1,005,000 850,407 2,871,262 53%Residential Units 0 355 622 0 1,005 850 2,832

Total Jobs 1,035 40 2,972 5,140 103 87 9,377 100%Office 1,035 1,900 2,980 5,915 63%

Lab/Biotech 2,160 2,160 23%Retail 32 480 512 5%Hotel 529 529 6%

Property Mgmt 8 63 103 87 261 3%Jobs per SF/Unit 541 200 245 250 0.1 0.1 275[1] Excludes s treets , roads and right-of-ways

[2] Proposa l ca lculated Lab/Biotech jobs at 250/SF s ince Tota l Is 5,140 for this Dis trict versus 4,600 i f 333/SF was used

Source: NorthPoint I-Cubed Appl ication & RKG Associates , Inc.

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The schedule for completion of NorthPoint is somewhat fluid and also tied to the extension of the Green-Line proposed to be completed by 2017/2018, as well as public infrastructure investments including a new gateway to the Project from Monsignor O'Brien Highway tied into a new Lechmere Station. Retail Square (Parcels B, I, Q, R, U and V) is proposed to be the next area of major development and is scheduled to be completed by the summer of 2017. This would also include the new Lechmere Station in conjunction with a proposed grocery store, neighborhood retail, a fitness center, a 200-room hotel and 620 residential units. In addition, two major office components (totaling 475,000 SF) are also included; however, these and other office elements are marketed as build-to-suit, and no end-user has committed despite reportedly strong marketing efforts. The timing for a major office development is estimated at 30 to 36 months after commitment; in other words, if an end-user commits by the summer of 2015, CJUF III Northpoint would have the building completed by summer 2018, at the latest. The approvals for NorthPoint were extended for 20 years, which is the timeframe within which the Developer anticipates completion, if not sooner.

The Applicant requests $25 million for key public infrastructure investments in order to facilitate the Project and remove key barriers that currently limit its marketability and enhance the viability of the Project. This $25 million in public investment would also generate another $42 million in additional privately-financed public-infrastructure and green space investment, plus another $1.5 billion (if not more) for building development as NorthPoint is built-out over the next twenty years or so. The MBTA's planned $1.3 billion investment to extend the Green-Line and build a new elevated Lechmere Station at NorthPoint will be another key enhancement for the Project; however, its completion may be not be until 2017. Funding for this major transportation investment was recently finalized.

Despite the immediate uncertainty of the build-out of NorthPoint, the EF project is completed and operational. Twenty I 20 remains under construction and scheduled to be completed by summer 2015. The Developer has control of all parcels in the EDD, although details of the agreement between MBTA and CJUF III Northpoint remain unknown.

3. Property Assessment

Table 11-2 (in Appendix A) presents a summary of key assessment characteristics of the various parcels in the Proposal including those in Somerville and Boston. The following bullets highlight key findings from a review of the data.

• The two parcels owned by EF have a combined total assessed value of $121 1 million or $240/SF of building area; the land assessment ($30.3 million) is equivalent to nearly $290/SF of land area, or nearly $60/SF of gross building area. This value would likely increase since 8 Education Way was not complete at the time of assessment.

• TwentyI20 has a land assessed value ($30 3 million) that equates to about $40,000 per unit; and a total assessment of $35 4 million, or $73/SF of building area; however, this assessment would increase when the building is complete.

• The rest of NorthPoint (1.8 million SF of land, or 41.3 acres) has a total assessment of $107.5 million or $60/SF of land area, including parcels owned by the MBTA.

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The schedule for completion of NorthPoint is somewhat fluid and also tied to the extension of the Green-Line proposed to be completed by 2017/2018, as well as public infrastructure investments including a new gateway to the Project from Monsignor O’Brien Highway tied into a new Lechmere Station. Retail Square (Parcels B, I, Q, R, U and V) is proposed to be the next area of major development and is scheduled to be completed by the summer of 2017. This would also include the new Lechmere Station in conjunction with a proposed grocery store, neighborhood retail, a fitness center, a 200-room hotel and 620 residential units. In addition, two major office components (totaling 475,000 SF) are also included; however, these and other office elements are marketed as build-to-suit, and no end-user has committed despite reportedly strong marketing efforts. The timing for a major office development is estimated at 30 to 36 months after commitment; in other words, if an end-user commits by the summer of 2015, CJUF III Northpoint would have the building completed by summer 2018, at the latest. The approvals for NorthPoint were extended for 20 years, which is the timeframe within which the Developer anticipates completion, if not sooner. The Applicant requests $25 million for key public infrastructure investments in order to facilitate the Project and remove key barriers that currently limit its marketability and enhance the viability of the Project. This $25 million in public investment would also generate another $42 million in additional privately-financed public-infrastructure and green space investment, plus another $1.5 billion (if not more) for building development as NorthPoint is built-out over the next twenty years or so. The MBTA’s planned $1.3 billion investment to extend the Green-Line and build a new elevated Lechmere Station at NorthPoint will be another key enhancement for the Project; however, its completion may be not be until 2017. Funding for this major transportation investment was recently finalized. Despite the immediate uncertainty of the build-out of NorthPoint, the EF project is completed and operational. Twenty | 20 remains under construction and scheduled to be completed by summer 2015. The Developer has control of all parcels in the EDD, although details of the agreement between MBTA and CJUF III Northpoint remain unknown.

3. Property Assessment

Table II-2 (in Appendix A) presents a summary of key assessment characteristics of the various parcels in the Proposal including those in Somerville and Boston. The following bullets highlight key findings from a review of the data.

• The two parcels owned by EF have a combined total assessed value of $121.1 million or $240/SF of building area; the land assessment ($30.3 million) is equivalent to nearly $290/SF of land area, or nearly $60/SF of gross building area. This value would likely increase since 8 Education Way was not complete at the time of assessment.

• Twenty|20 has a land assessed value ($30.3 million) that equates to about $40,000 per unit; and a total assessment of $35.4 million, or $73/SF of building area; however, this assessment would increase when the building is complete.

• The rest of NorthPoint (1.8 million SF of land, or 41.3 acres) has a total assessment of $107.5 million or $60/SF of land area, including parcels owned by the MBTA.

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• Approximately 212,370 SF of land, or 4.88 acres, are in Somerville and another 60,120 SF (1.38 acres) are in Boston. The average assessments of these range from less than $5/SF to $47/SF of land area depending on community.

4. Neighborhood Context

NorthPoint is located on the eastern side of Cambridge (please refer to Figure I-1) between the Monsignor O'Brien Highway (State Route 28) and a wide swath of railroad tracks including the MBTA Maintenance Facility that separate East Cambridge from Somerville and Charlestown (neighborhood in Boston). The Gilmore Bridge (Charlestown Avenue) crosses over the rail lines and connects with Interstate 93 and provides access to US Route 1 via the Tobin/Mystic River Bridge. Much of the interstate infrastructure in the surrounding area including the Zakim Bridge was part of the "Big Dig" project of the 1990s. Boston is easily accessible from Monsignor O'Brien Highway past the Museum of Science, as is Somerville.

Most of the hi-tech office development in East Cambridge is accessible off Land Boulevard which is a continuation of Charlestown Avenue as it parallels the Charles River leading to Kendall Square and a connection to Memorial Drive (State Route 3). Further down the Charles River are MIT and Harvard University.

The NorthPoint neighborhood is accessible from two MBTA subway lines. The Orange Line located across the Gilmore Bridge in Charlestown adjacent to the Community College; and Lechmere Station which currently serves as the terminus for the Green Line, located on the western side of Monsignor O'Brien Highway. This current location presents a major barrier to NorthPoint since most vehicle traffic coming east from the adjacent neighborhood is forced to circumvent the station in its current layout and does not provide any "gateway" entrance into NorthPoint. The Green-Line runs on an elevated track, adding another barrier.

The MBTA planned $1.3 billion investment to extend the Green-Line and build a new elevated Lechmere Station at NorthPoint will be key enhancement for the Project; however, its completion may be not be until 2017. The funding for this major transportation project was recently finalized, and construction should start soon.

5. Residential Market Trends and Conditions

All of NorthPoint is located on the eastern side of Monsignor O'Brien Highway and the area has been successful over the years in capturing residential development as over 1,400 units were built since 1998, as shown in Table 1-3. Currently two projects are underway having a combined total of nearly 750 units. The residential development proposed for the rest of NorthPoint accounts for about half the supply of units approved for this neighborhood.

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• Approximately 212,370 SF of land, or 4.88 acres, are in Somerville and another 60,120 SF (1.38 acres) are in Boston. The average assessments of these range from less than $5/SF to $47/SF of land area depending on community.

4. Neighborhood Context

NorthPoint is located on the eastern side of Cambridge (please refer to Figure I-1) between the Monsignor O’Brien Highway (State Route 28) and a wide swath of railroad tracks including the MBTA Maintenance Facility that separate East Cambridge from Somerville and Charlestown (neighborhood in Boston). The Gilmore Bridge (Charlestown Avenue) crosses over the rail lines and connects with Interstate 93 and provides access to US Route 1 via the Tobin/Mystic River Bridge. Much of the interstate infrastructure in the surrounding area including the Zakim Bridge was part of the “Big Dig” project of the 1990s. Boston is easily accessible from Monsignor O’Brien Highway past the Museum of Science, as is Somerville. Most of the hi-tech office development in East Cambridge is accessible off Land Boulevard which is a continuation of Charlestown Avenue as it parallels the Charles River leading to Kendall Square and a connection to Memorial Drive (State Route 3). Further down the Charles River are MIT and Harvard University. The NorthPoint neighborhood is accessible from two MBTA subway lines. The Orange Line located across the Gilmore Bridge in Charlestown adjacent to the Community College; and Lechmere Station which currently serves as the terminus for the Green Line, located on the western side of Monsignor O’Brien Highway. This current location presents a major barrier to NorthPoint since most vehicle traffic coming east from the adjacent neighborhood is forced to circumvent the station in its current layout and does not provide any “gateway” entrance into NorthPoint. The Green-Line runs on an elevated track, adding another barrier. The MBTA planned $1.3 billion investment to extend the Green-Line and build a new elevated Lechmere Station at NorthPoint will be key enhancement for the Project; however, its completion may be not be until 2017. The funding for this major transportation project was recently finalized, and construction should start soon.

5. Residential Market Trends and Conditions

All of NorthPoint is located on the eastern side of Monsignor O’Brien Highway and the area has been successful over the years in capturing residential development as over 1,400 units were built since 1998, as shown in Table I-3. Currently two projects are underway having a combined total of nearly 750 units. The residential development proposed for the rest of NorthPoint accounts for about half the supply of units approved for this neighborhood.

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Table 1-3 - Housing Development by Year and Project Status

Project Units Yr Bt Museum Towers 437 1998 Glass Works 104 2004 Earhart 1 99 2006 Earhart 2 230 2006 Avalon Northpoint 426 2006 Avalon NP Lofts 104 2014 Twenty' 20 355 U/C 22 Water Street 392 U/C Avalon-Phase 2 341 Approved

Status Units % Built 1,400 28% U/C 747 15% Approved 341 7% NorthPoint 2,477 50% Total 4,965

Table 1-4 presents select housing statistics from decennial Census data, as well as current estimates and 5-year forecasts obtained from Demographics NOW. During the last decade, Cambridge had a net change in housing of nearly 2,570 units, and the 860 units built in Northpoint represented about one-third of the citywide increase. During the 1990s, Cambridge experienced a gain of 2,750 housing units, of which Museum Towers accounted for 16 percent of this gain.

Table 1-4 - Cambridge: Select Housing Statistics & Forecasts

Decennial Data Estimate & Forecast Number Change

Criteria 1990 2000 2010 2014 2019 1990-00 2000-10 2014-19

Total housing units 41,979 44,725 47,291 47,774 49,009 2,746 2,566 1,235

Occupied housing units

Owner-occupied housing units

Renter-occupied housing units

39,405

11,940

27,465

42,615

13,760

28,855

44,032

15,235

28,797

45,967

14,870

31,097

47,110

15,175

31,935

3,210

1,820

1,390

1,417

1,475

(58)

1,143

305

838

Vacant housing units 2,574 2,110 3,259 1,807 1,899 (464) 1,149 92

%Vacant 6.1% 4.7% 6.9% 3.8% 3.9%

Source: US Census; DemographicsNOW & RKG Associates, Inc.

Over the next five years, the housing supply in Cambridge is forecast to increase by over 1,230 units, suggesting that the 750 units under construction represent over 61 percent of the forecast. In addition to what is approved in NorthPoint, another 470 units are planned elsewhere in Cambridge which would increase to over 800 units by including the 341 units proposed for the vacant Avalon site. In effect, almost 3,300 units are proposed for Cambridge and assuming a net increase of 1,200 units every five years, this proposed supply would be built-out by 2035. The timing may be considered somewhat aggressive but appears to be in line with the 20-year built-out anticipated by the Developer.

a) Residential Characteristics and Pricing Indicators

The Independent Consultant obtained a REIS Report for a select sample of Class A apartments within 2-plus miles (see Figure 11-2 in Appendix A) of NorthPoint to ascertain market characteristics and trends. These are summarized in Table I-5 and compared to data in the

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Table I-3 – Housing Development by Year and Project Status

Table I-4 presents select housing statistics from decennial Census data, as well as current estimates and 5-year forecasts obtained from Demographics NOW. During the last decade, Cambridge had a net change in housing of nearly 2,570 units, and the 860 units built in Northpoint represented about one-third of the citywide increase. During the 1990s, Cambridge experienced a gain of 2,750 housing units, of which Museum Towers accounted for 16 percent of this gain. Table I-4 – Cambridge: Select Housing Statistics & Forecasts

Over the next five years, the housing supply in Cambridge is forecast to increase by over 1,230 units, suggesting that the 750 units under construction represent over 61 percent of the forecast. In addition to what is approved in NorthPoint, another 470 units are planned elsewhere in Cambridge which would increase to over 800 units by including the 341 units proposed for the vacant Avalon site. In effect, almost 3,300 units are proposed for Cambridge and assuming a net increase of 1,200 units every five years, this proposed supply would be built-out by 2035. The timing may be considered somewhat aggressive but appears to be in line with the 20-year built-out anticipated by the Developer.

a) Residential Characteristics and Pricing Indicators The Independent Consultant obtained a REIS Report for a select sample of Class A apartments within 2-plus miles (see Figure II-2 in Appendix A) of NorthPoint to ascertain market characteristics and trends. These are summarized in Table I-5 and compared to data in the

Project Units Yr BtMuseum Towers 437 1998Glass Works 104 2004Earhart 1 99 2006Earhart 2 230 2006Avalon Northpoint 426 2006Avalon NP Lofts 104 2014Twenty|20 355 U/C22 Water Street 392 U/CAvalon-Phase 2 341 Approved

Status Units % Built 1,400 28%U/C 747 15%Approved 341 7%NorthPoint 2,477 50%Total 4,965

Criteria 1990 2000 2010 2014 2019 1990-00 2000-10 2014-19Total housing units 41,979 44,725 47,291 47,774 49,009 2,746 2,566 1,235Occupied housing units 39,405 42,615 44,032 45,967 47,110 3,210 1,417 1,143

Owner-occupied housing units 11,940 13,760 15,235 14,870 15,175 1,820 1,475 305Renter-occupied housing units 27,465 28,855 28,797 31,097 31,935 1,390 (58) 838

Vacant housing units 2,574 2,110 3,259 1,807 1,899 (464) 1,149 92% Vacant 6.1% 4.7% 6.9% 3.8% 3.9%

Source: US Census ; DemographicsNOW & RKG Associates , Inc.

Estimate & Forecast Number ChangeDecennial Data

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Cambridge/Watertown submarket and the Boston Metropolitan Market. Key findings from a review of the data are highlighted in bullets below:

• The average rent from the sample increased from $2,550 in 2009 to over $3,300 in 2014 (August), a 30 percent increase over the 5 years. The vacancy rate dropped from 5.4 percent in 2009 to less than 4 percent in 2014; however, there was some fluctuation in the intermediate years ranging from a low of 2.3 percent (2014) to a high of 4 percent (2012).

• In comparison, the rent in the Cambridge/Watertown submarket increased from $2,140 in 2009 to $2,460 in 2014, a 15 percent change. The vacancy rate (5.2 percent) was the same in 2009 as in 2014 with fluctuations to a low of 3.6 percent (2011). The rise in the vacancy rate since 2011 can be attributed in part to an increase of 1,575 units since then, including nearly 1,000 in 2014 alone.

• The average rent in the Boston Metropolitan market increased from $1,695 in 2009 to nearly $2,000 in 2014, an 18 percent gain. The vacancy rate declined from 6.4 percent in 2009 to 4.2 percent in 2014 and the number of units completed averaged about 2,600 units per year in the region, or over 13,300 units in the 5 years.

• In the Cambridge/Watertown submarket, unit completions totaled nearly 1,840 units for an average of nearly 400 units per year, and represented 5 percent of unit completions in the Boston Metropolitan market.

Table 1-5 - Trends in Rents and Vacancy Rates

Sample [1] Cambridge/Watertown S-mkt Boston Metro Market

Asking Vacancy Asking Vacancy Compl Asking Vacancy Compl

Period Rent Rate Rent Rate etions Rent Rate etions

2009 $2,549 5.4% $2,138 5.2% 190 $1,695 6.4% 3,833

2010 $2,796 3.1% $2,179 4.4% 54 $1,738 5.1% 1,331 2011 $2,996 2.5% $2,249 3.6% 18 $1,773 4.0% 627

2012 $3,116 4.0% $2,313 3.7% 126 $1,825 3.8% 1,551

2013 $3,222 2.3% $2,373 3.9% 473 $1,887 3.8% 2,423

2014 $3,331 3.8% $2,459 5.2% 976 $1,994 4.2% 2,565

[1] Sample of 10 Gass A apartments within 2.3 miles of NorthPoint (Cambridge & Boston)

Source: REIS, Inc. & RKG Associates, Inc.

Table 1-6 compares the asking price by unit size in each of the geographies in August 2014 and the rent per unit size (SF). For the sample of Class A properties, rents ranged from $2,080 for a studio unit to $4,550 for a 3-bedroom unit. In each case, these were higher than in the submarket which in turn was higher than the overall market. A similar finding was true for the 1 and 2-bedroom rents, which ranged from $2,770 to nearly $3,750.

The rent per SF from the sample ranged from less than $3/SF to over $4/ SF depending on unit size. In the Cambridge/Watertown submarket the average was from $2.50/SF to over $3.40/SF, but in the region they were lower, ranging from $1.90/SF to $2.75/SF.

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Cambridge/Watertown submarket and the Boston Metropolitan Market. Key findings from a review of the data are highlighted in bullets below:

• The average rent from the sample increased from $2,550 in 2009 to over $3,300 in 2014 (August), a 30 percent increase over the 5 years. The vacancy rate dropped from 5.4 percent in 2009 to less than 4 percent in 2014; however, there was some fluctuation in the intermediate years ranging from a low of 2.3 percent (2014) to a high of 4 percent (2012).

• In comparison, the rent in the Cambridge/Watertown submarket increased from $2,140 in 2009 to $2,460 in 2014, a 15 percent change. The vacancy rate (5.2 percent) was the same in 2009 as in 2014 with fluctuations to a low of 3.6 percent (2011). The rise in the vacancy rate since 2011 can be attributed in part to an increase of 1,575 units since then, including nearly 1,000 in 2014 alone.

• The average rent in the Boston Metropolitan market increased from $1,695 in 2009 to nearly $2,000 in 2014, an 18 percent gain. The vacancy rate declined from 6.4 percent in 2009 to 4.2 percent in 2014 and the number of units completed averaged about 2,600 units per year in the region, or over 13,300 units in the 5 years.

• In the Cambridge/Watertown submarket, unit completions totaled nearly 1,840 units for an average of nearly 400 units per year, and represented 5 percent of unit completions in the Boston Metropolitan market.

Table I-5 – Trends in Rents and Vacancy Rates

Table I-6 compares the asking price by unit size in each of the geographies in August 2014 and the rent per unit size (SF). For the sample of Class A properties, rents ranged from $2,080 for a studio unit to $4,550 for a 3-bedroom unit. In each case, these were higher than in the submarket which in turn was higher than the overall market. A similar finding was true for the 1 and 2-bedroom rents, which ranged from $2,770 to nearly $3,750. The rent per SF from the sample ranged from less than $3/SF to over $4/ SF depending on unit size. In the Cambridge/Watertown submarket the average was from $2.50/SF to over $3.40/SF, but in the region they were lower, ranging from $1.90/SF to $2.75/SF.

Cambridge/Watertown S-mkt

PeriodAsking

RentVacancy

RateAsking

RentVacancy

RateCompletions

Asking Rent

Vacancy Rate

Completions

2009 $2,549 5.4% $2,138 5.2% 190 $1,695 6.4% 3,8332010 $2,796 3.1% $2,179 4.4% 54 $1,738 5.1% 1,3312011 $2,996 2.5% $2,249 3.6% 18 $1,773 4.0% 6272012 $3,116 4.0% $2,313 3.7% 126 $1,825 3.8% 1,5512013 $3,222 2.3% $2,373 3.9% 473 $1,887 3.8% 2,4232014 $3,331 3.8% $2,459 5.2% 976 $1,994 4.2% 2,565

[1] Sample of 10 Class A apartments within 2.3 mi les of NorthPoint (Cambridge & Boston)

Source: REIS, Inc. & RKG Associates , Inc.

Sample [1] Boston Metro Market

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Table 1-6 — Rental Price Comparison

Asking Rent Rent/SF Unit Size Sample [1] S-mkt [2] Metro [3] Sample [1] S-mkt [2] Metro [3] 0-bdrm $2,081 $1,772 $1,376 $4.23 $3.43 $2.75 1-bdrm $2,769 $2,211 $1,747 $3.48 $2.83 $2.27 2-bdrm $3,745 $2,638 $2,091 $3.47 $2.37 $1.94 3-bdrm $4,550 $3,222 $2,782 $2.88 $2.47 $2.07 [1] 10 Class A Apts w/I 2.3 m of NorthPoint; [2] Ca mbridge/Watertown Subma rket; [3] Boston Metro Market

Source: REIS, Inc. & RKG Associates, Inc.

REIS also reported the two apartment projects underway and one recently competed in the immediate neighborhood, namely Avalon Lofts, 22 Water Street and Twenty I 20. Four other projects within one mile of the Project containing 1,300 units were also identified including two projects in Cambridge with 470 units.

Select residential pricing indicators obtained from research in the immediate neighborhood are presented below

• One and Two Earhart were the first projects developed within the NorthPoint EDD; but they did not perform as intended due in part to the timing of the start of the national recession (December 2007). Recent sales indicate unit pricing in the $500/SF range.

• Avalon Northpoint (formerly Archstone) consisting of 426 units was also built in 2005/2006 but is a separate project. It was acquired in August 2011 for $185 8 million ($436,150/unit). Current rents for one-bedroom units start at $2,400; while two and three-bedroom units start at $3,900 and $6,600, respectively. A 1.8-acre undeveloped parcel also remains with approvals for another 341 units in two building.

• Avalon NorthPoint Lofts (104 units) was acquired in July 2013 for $9.75 million ($93,750/unit), and this 6-level mill-type building whose reuse for office proved unsuccessful was recently converted to studio apartments with asking rents ranging from $1,800 to $2,100/month (averaging around $4.50/SF).

• Museum Towers (437 units) at 8-12 Museum Way, another separate project adjacent to EF, was completed in 1998, and converted to condominiums (Regatta Riverview) in 2006, and recent sales indicate values in the $500/SF range, depending on size, location, view etc. Current asking price for select units range from $660/SF for a 2-bedroom unit to over $800/SF, for a 3-bedrom, penthouse unit. Some units are also available for rent and current asking prices for one-bedroom units range from $2,150 to $2,600, and a two-bedroom unit on a high floor with a double balcony for $3,500.3

• Another 392-unit apartment project at 22 Water Street is also under construction for a reported cost of $191 million ($487,250/unit), including land acquisition price of $59,100 per unit ($23.15 million).

• A 124-room hotel is under construction on Monsignor O'Brien Highway directly in front of 22 Water Street, whose land acquisition cost was reported at $3.7 million.

3 An article in the Boston Business Journal, in April 1999 reported "Museum Towers sale could set record" as it was listed at that time for a "whopping $264,000 per apartment", which was higher than the previous high value of $160,000/unit indicated at the 1998 sale of Prudential Center's apartments.

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Table I-6 – Rental Price Comparison

REIS also reported the two apartment projects underway and one recently competed in the immediate neighborhood, namely Avalon Lofts, 22 Water Street and Twenty | 20. Four other projects within one mile of the Project containing 1,300 units were also identified including two projects in Cambridge with 470 units. Select residential pricing indicators obtained from research in the immediate neighborhood are presented below

• One and Two Earhart were the first projects developed within the NorthPoint EDD; but they did not perform as intended due in part to the timing of the start of the national recession (December 2007). Recent sales indicate unit pricing in the $500/SF range.

• Avalon Northpoint (formerly Archstone) consisting of 426 units was also built in 2005/2006 but is a separate project. It was acquired in August 2011 for $185.8 million ($436,150/unit). Current rents for one-bedroom units start at $2,400; while two and three-bedroom units start at $3,900 and $6,600, respectively. A 1.8-acre undeveloped parcel also remains with approvals for another 341 units in two building.

• Avalon NorthPoint Lofts (104 units) was acquired in July 2013 for $9.75 million ($93,750/unit), and this 6-level mill-type building whose reuse for office proved unsuccessful was recently converted to studio apartments with asking rents ranging from $1,800 to $2,100/month (averaging around $4.50/SF).

• Museum Towers (437 units) at 8-12 Museum Way, another separate project adjacent to EF, was completed in 1998, and converted to condominiums (Regatta Riverview) in 2006, and recent sales indicate values in the $500/SF range, depending on size, location, view etc. Current asking price for select units range from $660/SF for a 2-bedroom unit to over $800/SF, for a 3-bedrom, penthouse unit. Some units are also available for rent and current asking prices for one-bedroom units range from $2,150 to $2,600, and a two-bedroom unit on a high floor with a double balcony for $3,500.3

• Another 392-unit apartment project at 22 Water Street is also under construction for a reported cost of $191 million ($487,250/unit), including land acquisition price of $59,100 per unit ($23.15 million).

• A 124-room hotel is under construction on Monsignor O’Brien Highway directly in front of 22 Water Street, whose land acquisition cost was reported at $3.7 million.

3 An article in the Boston Business Journal, in April 1999 reported “Museum Towers sale could set record” as it was listed at that time for a “whopping $264,000 per apartment”, which was higher than the previous high value of $160,000/unit indicated at the 1998 sale of Prudential Center’s apartments.

Unit Size Sample [1] S-mkt [2] Metro [3] Sample [1] S-mkt [2] Metro [3]0-bdrm $2,081 $1,772 $1,376 $4.23 $3.43 $2.751-bdrm $2,769 $2,211 $1,747 $3.48 $2.83 $2.272-bdrm $3,745 $2,638 $2,091 $3.47 $2.37 $1.943-bdrm $4,550 $3,222 $2,782 $2.88 $2.47 $2.07

Source: REIS, Inc. & RKG Associates , Inc.

Asking Rent Rent/SF

[1] 10 Class A Apts w/I 2.3 m of NorthPoint; [2] Cambridge/Watertown Submarket; [3] Boston Metro Market

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Table 1-7 exhibits the construction costs by components for Parcel N, as adjusted by the Independent Consultant, and compared to reported project cost for 22 Water Street and the sale value for Avalon Northpoint (formerly Archstone).

The acquisition cost for the 104,672 SF site at 22 Water Street was $23.15 million indicating a value of $59,000 per unit. Hard costs were estimated at $315,000 per unit, with soft and other costs totaled $73,000 per unit or about 23% of total cost. The sale price ($185 8 million) for Avalon Northpoint, a 426-unit, 22-story complex, equated to $436,150 per unit. Assuming a land value of $60,000 per unit, the depreciated cost per unit was estimated at less than $300,000 per unit, or 68% of total. Based on this comparison, the adjusted direct cost ($310,000 per unit) for Parcel N appears reasonable.

Table 1-7 — Residential Apartment Cost & Value Indicators

22 Water Street Cost Units/% $ per Unit

Project Cost $191,000,000 392 $487,245

Land Cost $23,150,000 12% $59,056

Direct Cost $123,480,000 65% $315,000

Soft Cost, etc. $44,370,000 23% $73,087

7-13 East St (Avalon) Value Units/% $ per Unit

Sale Price $185,800,000 426 $436,150

Land Cost $25,560,000 14% $60,000

Building Cost $126,344,000 68% $296,582

Soft Cost, etc. $33,896,000 18% $79,568

Parcel N Cost Units/% $ per Unit

Project Cost $168,600,000 355 $474,930

Land Cost $21,300,000 13% $60,000

Direct Cost $110,050,000 65% $310,000

Soft Cost, etc. $37,250,000 22% $104,930

Source: RKG Associates, Inc.

In summary the residential market has proven successful in the NorthPoint neighborhood and new apartment construction continues including the completion of Twenty I 20 at some point in 2015, similar to when 22 Water Street will be completed. Despite the Developer's assertion that construction of additional residential parcels in Retail Square will begin in Summer 2015; this timing may be delayed due to the absorption of 850 units that were recently competed or will be coming on-line then. Also, future development would be subject to economic cycles as they appear. Historic housing trends in Cambridge indicate an average of 1,200 or so units ever five years, while development trends in the NorthPoint neighborhood suggest an average of 100 units per year or 500 every five years. Conceivably, the development of the remaining 2,500 unbuilt units at NorthPoint could occur within the next 20 years as indicated by the Developer; however, a twenty-to-thirty year time frame would likely be more realistic given the unpredictable nature of economic cycles.

6. Massachusetts and Cambridge Employment Trends and Forecasts

Table 11-3 and Table 11-4 in Appendix A presents business formation and employment data for select years (2001, 2007 and 2013) for Massachusetts and Cambridge, respectively. The following points highlight a review of the data.

• The number of businesses operating in Massachusetts increased during both periods (2001-2007 and 2007-2013), however, a slower pace of business formation occurred in the latter period.

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Table I-7 exhibits the construction costs by components for Parcel N, as adjusted by the Independent Consultant, and compared to reported project cost for 22 Water Street and the sale value for Avalon Northpoint (formerly Archstone). The acquisition cost for the 104,672 SF site at 22 Water Street was $23.15 million indicating a value of $59,000 per unit. Hard costs were estimated at $315,000 per unit, with soft and other costs totaled $73,000 per unit or about 23% of total cost. The sale price ($185.8 million) for Avalon Northpoint, a 426-unit, 22-story complex, equated to $436,150 per unit. Assuming a land value of $60,000 per unit, the depreciated cost per unit was estimated at less than $300,000 per unit, or 68% of total. Based on this comparison, the adjusted direct cost ($310,000 per unit) for Parcel N appears reasonable.

Table I-7 – Residential Apartment Cost & Value Indicators

In summary the residential market has proven successful in the NorthPoint neighborhood and new apartment construction continues including the completion of Twenty | 20 at some point in 2015, similar to when 22 Water Street will be completed. Despite the Developer’s assertion that construction of additional residential parcels in Retail Square will begin in Summer 2015; this timing may be delayed due to the absorption of 850 units that were recently competed or will be coming on-line then. Also, future development would be subject to economic cycles as they appear. Historic housing trends in Cambridge indicate an average of 1,200 or so units ever five years, while development trends in the NorthPoint neighborhood suggest an average of 100 units per year or 500 every five years. Conceivably, the development of the remaining 2,500 unbuilt units at NorthPoint could occur within the next 20 years as indicated by the Developer; however, a twenty-to-thirty year time frame would likely be more realistic given the unpredictable nature of economic cycles.

6. Massachusetts and Cambridge Employment Trends and Forecasts

Table II-3 and Table II-4 in Appendix A presents business formation and employment data for select years (2001, 2007 and 2013) for Massachusetts and Cambridge, respectively. The following points highlight a review of the data.

• The number of businesses operating in Massachusetts increased during both periods (2001-2007 and 2007-2013), however, a slower pace of business formation occurred in the latter period.

22 Water Street Cost Units/% $ per UnitProject Cost $191,000,000 392 $487,245Land Cost $23,150,000 12% $59,056Direct Cost $123,480,000 65% $315,000Soft Cost, etc. $44,370,000 23% $73,0877-13 East St (Avalon) Value Units/% $ per UnitSale Price $185,800,000 426 $436,150Land Cost $25,560,000 14% $60,000Building Cost $126,344,000 68% $296,582Soft Cost, etc. $33,896,000 18% $79,568Parcel N Cost Units/% $ per UnitProject Cost $168,600,000 355 $474,930Land Cost $21,300,000 13% $60,000Direct Cost $110,050,000 65% $310,000Soft Cost, etc. $37,250,000 22% $104,930Source: RKG Associates , Inc.

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• In 2013, employment in the Commonwealth surpassed levels in 2007 suggesting that all the job losses during the recession have been regained. In addition, statewide employment in 2013 surpassed levels in 2001 for the first time this century.

• Unfortunately, job gains since 2007 only occurred in select industry sectors, namely o Professional and Technical Services, Education and Health Services and

Leisure and Hospitality o A small gain was also experienced in the Pharmaceutical Manufacturing

subsector between 2007 and 2013, but losses occurred in the Chemical Manufacturing sector. Gains in the former were about one-tenth of those experienced between 2001 and 2007.

• Statewide Employment in some key sectors in 2013 remained below those in 2001, namely in:

o Construction, Manufacturing, Retail Trade, Information, Finance and Insurance, Real Estate and Rental, and Other Services.

• The number of businesses operating in Cambridge increased over both time periods, but unlike the Commonwealth faster growth in business formation occurred after 2007 than before.

• Similarly, employment in Cambridge increased faster in the period after 2007, while employment losses occurred between 2001 and 2007.

• Employment gains since 2007 occurred in many of the same sectors experiencing growth statewide

Table 1-8 exhibits the location quotient for Cambridge in comparison to the Commonwealth for select sectors as well as Cambridge's share of statewide employment for the different time periods by the sectors.4 The following highlights key findings from its review.

• Cambridge ranks high in a number of sectors (highlighted in green) such as Chemical Manufacturing (and the Pharmaceutical subsector); Professional and Technical Services, especially the Scientific Research and Development subsector; Education and Health Services, especially the Educational Services subsector; and Accommodation .

• Many of the other sectors (highlight in red) in Cambridge appear to under-perform the Commonwealth, in part due to the strength of the over-preforming sectors.

• Private sector employment in Cambridge represented about 3.6 percent of the private sector employment statewide in 2013, down from its 3.7 percent share in 2001, but higher than its 3.5 percent share in 2007.

• Key sectors where Cambridge exhibited high location quotients and its share of statewide employment was well above the average, including:

o The Scientific Research and Development subsector in Cambridge in 2013 accounted for one-third of the employment in this subsector statewide, up from a 28 percent representation in 2001.

o Educational Services subsector (private) in 2013 accounted for 19 percent of statewide employment in this subsector, down from a 23 percent share in 2001 and 2007.

4 A location quotient measures the distribution of employment in a smaller area (Cambridge) with the distribution of employment in a larger area (Massachusetts). If the resulting quotient is greater than 1.3 than the local base is stronger than the larger base, but if it is less than 0.7 the local base is weaker.

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• In 2013, employment in the Commonwealth surpassed levels in 2007 suggesting that all the job losses during the recession have been regained. In addition, statewide employment in 2013 surpassed levels in 2001 for the first time this century.

• Unfortunately, job gains since 2007 only occurred in select industry sectors, namely o Professional and Technical Services, Education and Health Services and

Leisure and Hospitality o A small gain was also experienced in the Pharmaceutical Manufacturing

subsector between 2007 and 2013, but losses occurred in the Chemical Manufacturing sector. Gains in the former were about one-tenth of those experienced between 2001 and 2007.

• Statewide Employment in some key sectors in 2013 remained below those in 2001, namely in:

o Construction, Manufacturing, Retail Trade, Information, Finance and Insurance, Real Estate and Rental, and Other Services.

• The number of businesses operating in Cambridge increased over both time periods, but unlike the Commonwealth faster growth in business formation occurred after 2007 than before.

• Similarly, employment in Cambridge increased faster in the period after 2007, while employment losses occurred between 2001 and 2007.

• Employment gains since 2007 occurred in many of the same sectors experiencing growth statewide

Table I-8 exhibits the location quotient for Cambridge in comparison to the Commonwealth for select sectors as well as Cambridge’s share of statewide employment for the different time periods by the sectors.4 The following highlights key findings from its review.

• Cambridge ranks high in a number of sectors (highlighted in green) such as Chemical Manufacturing (and the Pharmaceutical subsector); Professional and Technical Services, especially the Scientific Research and Development subsector; Education and Health Services, especially the Educational Services subsector; and Accommodation .

• Many of the other sectors (highlight in red) in Cambridge appear to under-perform the Commonwealth, in part due to the strength of the over-preforming sectors.

• Private sector employment in Cambridge represented about 3.6 percent of the private sector employment statewide in 2013, down from its 3.7 percent share in 2001, but higher than its 3.5 percent share in 2007.

• Key sectors where Cambridge exhibited high location quotients and its share of statewide employment was well above the average, including:

o The Scientific Research and Development subsector in Cambridge in 2013 accounted for one-third of the employment in this subsector statewide, up from a 28 percent representation in 2001.

o Educational Services subsector (private) in 2013 accounted for 19 percent of statewide employment in this subsector, down from a 23 percent share in 2001 and 2007.

4 A location quotient measures the distribution of employment in a smaller area (Cambridge) with the distribution of employment in a larger area (Massachusetts). If the resulting quotient is greater than 1.3 than the local base is stronger than the larger base, but if it is less than 0.7 the local base is weaker.

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o The Pharmaceutical Manufacturing subsector in 2013 accounted for 16 percent of this subsector's employment statewide down from a 23 percent and 24 percent representation in 2001 and 2007, respectively.

Table 1-8 - Cambridge: Location Quotient and its Employment as % of Commonwealth

Cambridge Location Quotient Cambridge as % OF MASS

Industries & Select Sectors 2001 2007 2013 2001 2007 2013

Construction 1.0 0.3 0.2 3.3% 0.8% 0.8%

Manufacturing 0.3 0.4 0.3 1.2% 1.4% 1.1%

Chemical Manufacturing 3.8 4.2 3.1 13% 14% 11%

Pharmaceutical & Medicine Mfg 6.7 7.1 4.8 23% 24% 16%

Computer and Electronic Product Mfg 0.1 0.2 0.1 0.3% 0.8% 0.5%

Retail Trade 0.6 0.6 0.5 2.1% 1.9% 1.7%

Food and Beverage Stores 0.6 0.6 0.5 2.2% 2.0% 1.9%

Health and Personal Care Stores 0.7 0.6 0.7 2.3% 2.1% 2.2%

Clothing and Accessories Stores 1.2 1.1 1.0 4.1% 3.6% 3.4%

Sporting Goods, Hobby, et al 1.4 1.2 0.9 4.9% 4.1% 2.9%

Miscellaneous Store Retailers 0.5 0.7 0.6 1.8% 2.3% 2.2%

Information 1.8 1.5 1.2 6.4% 4.9% 4.1%

Finance and Insurance 0.4 0.3 0.3 1.3% 1.0% 1.1%

Real Estate and Rental and Leasing 0.5 0.5 0.8 1.8% 1.8% 2.7%

Professional and Technical Services 3.0 2.9 3.2 10% 9.5% 11%

Computer Systems Design & Rel Services 3.4 2.2 2.8 12% 7.3% 9.6%

Management & Technical Consulting Svc 2.5 2.0 1.5 8.7% 6.6% 4.9%

Scientific Research & Development Svc 8.1 9.6 10.2 28% 32% 34%

Management of Companies and Enterprises 0.3 1.0 0.9 1.2% 3.3% 3.1%

Administrative and Waste Services 0.6 0.5 0.6 2.1% 1.8% 2.1%

Administrative and Support Services 0.6 0.6 0.7 2.2% 1.9% 2.2%

Education and Health Services 1.9 1.9 1.5 6.4% 6.2% 5.2%

Educational Services 6.6 6.8 5.8 23% 23% 19%

Ambulatory Health Care Services 0.6 0.5 0.5 2.1% 1.6% 1.7%

Nursing and Residential Care Facilities 0.3 0.3 0.2 1.0% 1.0% 0.7%

Leisure and Hospitality 1.0 0.9 0.9 3.3% 3.0% 3.1%

Accommodation 1.7 1.7 1.6 5.9% 5.7% 5.4%

Food Services and Drinking Places 1.0 0.9 0.9 3.3% 2.9% 3.0%

Other Services 0.6 0.6 0.6 1.9% 1.8% 2.1%

Total (Private) 1.1 1.1 1.1 3.7% 3.5% 3.6%

Government 0.6 0.6 0.6 2.0% 2.1% 1.9%

Total All Industries 1.0 1.0 1.0 3.5% 3.3% 3.4%

Location Quotion: <0.7: Weak sectors; 0.7 to 1.3: sectors on par with Commonwealth; >1.3 Strong sectors

Source: MA EOL&WD and RKG Associates, Inc.

Table 11-5 (see Appendix) presents statewide employment forecast for 2022 obtained from the Massachusetts Executive Office of Labor and Workforce Development. By 2022, overall employment is forecasted to increase by more than 11 percent and key industries with high growth rates over the 10 years include Professional Services (21 percent); Ambulatory Health Care Services (25 percent); Accommodations (20 percent); Food Services (17 percent) and Other Services (21 percent).

By utilizing the 2022 Massachusetts employment forecast by industry sector and allocating a potential share to be captured in Cambridge based on its allocation in the past, an estimated range in potential employment for Cambridge in 2022 can be made. This range in turn yields

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o The Pharmaceutical Manufacturing subsector in 2013 accounted for 16 percent of this subsector’s employment statewide down from a 23 percent and 24 percent representation in 2001 and 2007, respectively.

Table I-8 – Cambridge: Location Quotient and its Employment as % of Commonwealth

Table II-5 (see Appendix) presents statewide employment forecast for 2022 obtained from the Massachusetts Executive Office of Labor and Workforce Development. By 2022, overall employment is forecasted to increase by more than 11 percent and key industries with high growth rates over the 10 years include Professional Services (21 percent); Ambulatory Health Care Services (25 percent); Accommodations (20 percent); Food Services (17 percent) and Other Services (21 percent). By utilizing the 2022 Massachusetts employment forecast by industry sector and allocating a potential share to be captured in Cambridge based on its allocation in the past, an estimated range in potential employment for Cambridge in 2022 can be made. This range in turn yields

Industries & Select Sectors 2001 2007 2013 2001 2007 2013 Construction 1.0 0.3 0.2 3.3% 0.8% 0.8% Manufacturing 0.3 0.4 0.3 1.2% 1.4% 1.1% Chemical Manufacturing 3.8 4.2 3.1 13% 14% 11%

Pharmaceutical & Medicine Mfg 6.7 7.1 4.8 23% 24% 16% Computer and Electronic Product Mfg 0.1 0.2 0.1 0.3% 0.8% 0.5% Retail Trade 0.6 0.6 0.5 2.1% 1.9% 1.7%

Food and Beverage Stores 0.6 0.6 0.5 2.2% 2.0% 1.9%Health and Personal Care Stores 0.7 0.6 0.7 2.3% 2.1% 2.2%Clothing and Accessories Stores 1.2 1.1 1.0 4.1% 3.6% 3.4%

Sporting Goods, Hobby, et al 1.4 1.2 0.9 4.9% 4.1% 2.9%Miscellaneous Store Retailers 0.5 0.7 0.6 1.8% 2.3% 2.2%

Information 1.8 1.5 1.2 6.4% 4.9% 4.1% Finance and Insurance 0.4 0.3 0.3 1.3% 1.0% 1.1% Real Estate and Rental and Leasing 0.5 0.5 0.8 1.8% 1.8% 2.7% Professional and Technical Services 3.0 2.9 3.2 10% 9.5% 11%

Computer Systems Design & Rel Services 3.4 2.2 2.8 12% 7.3% 9.6%Management & Technical Consulting Svc 2.5 2.0 1.5 8.7% 6.6% 4.9% Scientific Research & Development Svc 8.1 9.6 10.2 28% 32% 34%

Management of Companies and Enterprises 0.3 1.0 0.9 1.2% 3.3% 3.1% Administrative and Waste Services 0.6 0.5 0.6 2.1% 1.8% 2.1%

Administrative and Support Services 0.6 0.6 0.7 2.2% 1.9% 2.2% Education and Health Services 1.9 1.9 1.5 6.4% 6.2% 5.2%

Educational Services 6.6 6.8 5.8 23% 23% 19% Ambulatory Health Care Services 0.6 0.5 0.5 2.1% 1.6% 1.7%

Nursing and Residential Care Facilities 0.3 0.3 0.2 1.0% 1.0% 0.7% Leisure and Hospitality 1.0 0.9 0.9 3.3% 3.0% 3.1%

Accommodation 1.7 1.7 1.6 5.9% 5.7% 5.4%Food Services and Drinking Places 1.0 0.9 0.9 3.3% 2.9% 3.0%

Other Services 0.6 0.6 0.6 1.9% 1.8% 2.1% Total (Private) 1.1 1.1 1.1 3.7% 3.5% 3.6%

Government 0.6 0.6 0.6 2.0% 2.1% 1.9% Total All Industries 1.0 1.0 1.0 3.5% 3.3% 3.4%

Location Quotion: <0.7: Weak sectors; 0.7 to 1.3: sectors on par with Commonwealth; >1.3 Strong sectorsSource: MA EOL&WD and RKG Associates , Inc.

Cambridge Location Quotient Cambridge as % OF MASS

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a range in potential building needs in the City by 2022 to support this increase, and the results of these calculations for select sectors are shown in Table 1-9 by different building types.

Referring to Table 1-9, forecasted employment growth in Cambridge for 2022 could result in office building demand ranging from 1.8 million SF to 2 8 million SF, with most of this demand from Professional and Technical Services, Educational Services and Ambulatory Health Care Service. Perhaps 25 percent to 50 percent of this building demand would be channeled into new construction, indicating the potential for between 0.6 million and 1.0 million SF of new office space by 2022 in Cambridge.

For commercial building space, employment forecasts indicate between 0.2 million SF and 0.6 million SF will be needed to support the growth. Assuming 25 percent to 50 percent is channeled into new construction that would indicate between 0.1 and 0 2 million SF of new buildings. For accommodations, the forecasted employment growth (330 to 535 jobs) would yield perhaps two to three new hotels in Cambridge by 2022.

Table 1-9 - Cambridge: Forecasted Range in Employment & Building Needs (2013-2022)

Office/Lab Building Sectors

Cambridge

Jobs in 2013

Cambridge in 2022 A in Jobs by 2022 Range in Bldg Needs [1]

Low High Low High Low High

Chemical Manufacturing 1,799 1,961 2,318 162 519 40,520 129,660

Information 3,539 3,866 4,572 327 1,033 81,834 258,142

Finance and Insurance 1,799 1,838 1,974 39 175 9,657 43,664

Real Estate and Rental and Leasing 1,138 1,140 1,219 2 81 491 20,307

Professional and Technical Services 30,009 33,724 35,009 3,715 5,000 928,751 1,249,932

Management of Companies and Enterprises 1,978 2,075 2,217 97 239 24,153 59,705

Administrative and Support Services 3,497 3,507 3,658 10 161 2,433 40,193

Educational Services 25,928 28,122 28,550 2,194 2,622 548,554 655,618

Ambulatory Health Care Services 2,867 3,496 4,113 629 1,246 157,360 311,615

Total 72,554 79,729 83,629 7,175 11,075 1,793,754 2,768,837

Cambridge Cambridge in 2022 A in Jobs by 2022 Range in Bldg Needs [1]

Commercial Building Sectors Jobs in 2013 Low High Low High Low High

Food and Beverage Stores 1,819 1,853 2,032 34 213 10,151 63,924

Health and Personal Care Stores 595 601 630 6 35 1,721 10,498

Clothing and Clothing Accessories Stores 1,170 1,192 1,278 22 108 6,607 32,488

Sporting Goods, Hobby, Book, and Music Stores 444 474 567 30 123 9,150 36,858

Miscellaneous Store Retailers 402 447 467 45 65 13,368 19,411

Food Services and Drinking Places 7,543 8,169 8,582 626 1,039 187,671 311,849

Other Services (except Government) 2,389 2,395 2,649 6 260 1,860 78,150

Total 14,362 15,130 16,206 768 1,844 230,527 553,179

Accommodation, including Hotels and Motels 1,826 2,156 2,361 330 535 494,343 802,079

[1] Average of 250 SF per Employee; [2] Average of 300 SF per Employee; except Accommodation 2,000 SF per employee

Source: MA EOL&WD: ULI and RKG Associates, Inc.

Given the amount of potential office/lab space proposed to be built at NorthPoint (1 8 million SF), it is reasonable to assume it would capture 40 percent to 60 percent of the potential new building demand by 2022, or perhaps 0.4 million to 0.6 million SF. This amount would represent about 25 percent of the proposed supply at the Project, suggesting a longer build-out period than the 20 years anticipated by the Developer. The demand for commercial space at NorthPoint, assuming a capture of between 40 percent and 60 percent, would indicate between 80,000 and 120,000 SF by 2022 which represents about up to 80 percent of the proposed supply at the Project. For hotel development, it is reasonable to assume that a new hotel would be

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NorthPoint I-Cubed Independent Review January 9, 2015

a range in potential building needs in the City by 2022 to support this increase, and the results of these calculations for select sectors are shown in Table I-9 by different building types. Referring to Table I-9, forecasted employment growth in Cambridge for 2022 could result in office building demand ranging from 1.8 million SF to 2.8 million SF, with most of this demand from Professional and Technical Services, Educational Services and Ambulatory Health Care Service. Perhaps 25 percent to 50 percent of this building demand would be channeled into new construction, indicating the potential for between 0.6 million and 1.0 million SF of new office space by 2022 in Cambridge. For commercial building space, employment forecasts indicate between 0.2 million SF and 0.6 million SF will be needed to support the growth. Assuming 25 percent to 50 percent is channeled into new construction that would indicate between 0.1 and 0.2 million SF of new buildings. For accommodations, the forecasted employment growth (330 to 535 jobs) would yield perhaps two to three new hotels in Cambridge by 2022. Table I-9 – Cambridge: Forecasted Range in Employment & Building Needs (2013-2022)

Given the amount of potential office/lab space proposed to be built at NorthPoint (1.8 million SF), it is reasonable to assume it would capture 40 percent to 60 percent of the potential new building demand by 2022, or perhaps 0.4 million to 0.6 million SF. This amount would represent about 25 percent of the proposed supply at the Project, suggesting a longer build-out period than the 20 years anticipated by the Developer. The demand for commercial space at NorthPoint, assuming a capture of between 40 percent and 60 percent, would indicate between 80,000 and 120,000 SF by 2022 which represents about up to 80 percent of the proposed supply at the Project. For hotel development, it is reasonable to assume that a new hotel would be

Office/Lab Building Sectors Low High Low High Low HighChemical Manufacturing 1,799 1,961 2,318 162 519 40,520 129,660Information 3,539 3,866 4,572 327 1,033 81,834 258,142Finance and Insurance 1,799 1,838 1,974 39 175 9,657 43,664Real Estate and Rental and Leasing 1,138 1,140 1,219 2 81 491 20,307Professional and Technical Services 30,009 33,724 35,009 3,715 5,000 928,751 1,249,932Management of Companies and Enterprises 1,978 2,075 2,217 97 239 24,153 59,705Administrative and Support Services 3,497 3,507 3,658 10 161 2,433 40,193Educational Services 25,928 28,122 28,550 2,194 2,622 548,554 655,618Ambulatory Health Care Services 2,867 3,496 4,113 629 1,246 157,360 311,615

Total 72,554 79,729 83,629 7,175 11,075 1,793,754 2,768,837

Commercial Building Sectors Low High Low High Low HighFood and Beverage Stores 1,819 1,853 2,032 34 213 10,151 63,924Health and Personal Care Stores 595 601 630 6 35 1,721 10,498Clothing and Clothing Accessories Stores 1,170 1,192 1,278 22 108 6,607 32,488Sporting Goods, Hobby, Book, and Music Stores 444 474 567 30 123 9,150 36,858Miscellaneous Store Retailers 402 447 467 45 65 13,368 19,411Food Services and Drinking Places 7,543 8,169 8,582 626 1,039 187,671 311,849Other Services (except Government) 2,389 2,395 2,649 6 260 1,860 78,150

Total 14,362 15,130 16,206 768 1,844 230,527 553,179Accommodation, including Hotels and Motels 1,826 2,156 2,361 330 535 494,343 802,079[1] Average of 250 SF per Employee; [2] Average of 300 SF per Employee; except Accommodation 2,000 SF per employee

Source: MA EOL&WD: ULI and RKG Associates , Inc.

Cambridge Jobs in 2013

Cambridge in 2022 Δ in Jobs by 2022 Range in Bldg Needs [1]

Range in Bldg Needs [1]Δ in Jobs by 2022Cambridge in 2022Cambridge Jobs in 2013

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NorthPoint I-Cubed Independent Review January 9, 2015

captured by 2022; however, its success would likely be linked to the major office users attracted to NorthPoint.

7. Office Market Indicators and Trends

As mentioned earlier, EF is the only major office end-user to locate in NorthPoint over the last 16 or so years or at least on the east side of Monsignor O'Brien Highway. Also discussed earlier, a 6-story, former industrial building was recently converted to residential, despite marketing efforts by Archstone/Avalon for its reuse as office space. In other words, NorthPoint has not been received well by the office market, as other areas of Cambridge or Boston, such as the Financial District or the Seaport District. In fact, Cambridge has only captured 1 0 million SF of new office building since 2004, representing about 9 percent of the activity experienced in the Greater Boston Region, based on data obtained from TranswesternIRBJ and shown in Table I-10. The Seaport District captured twice the amount of office development since 2004 than Cambridge, and the Financial District nearly three times.

Table 1-10 - New Office Construction by Submarket since 2004

Submarket

Bldg SF

(in mil)

% of

Total

Financial District 2.99 26%

128 West 2.18 19%

Seaport District 2.06 18%

128 North 1.54 13%

Cambridge 1.01 9%

Back Bay 0.58 5%

495 West 0.44 4%

128 South 0.39 3%

495 South 0.26 2%

Total 11.44 100%

Source: Tranwestern I RBJ

This finding may likely be a result of the limited supply of land in Cambridge for new development as well as its pricing, since current rental prices in East Cambridge average around $64/SF, which in turn is among the highest in the Boston Metro market, as shown in Table I-11.

Table 1-11 - Greater Boston Office Market Conditions (Fall 2014)

Submarket

Bldg SF

(000s)

%

Vacant

Absorption (000s) Constructon (000s)

Comp UC

Asking

Rent Qtr LTM

CAMBRIDGE 11,215 6.6% 8 260 50 0 $57.48 EAST CAMBRIDGE 7,350 5.9% 2 282 50 0 $63.87 MID CAMBRIDGE 2,063 3.7% 0 0 NA

WEST CAMBRIDGE 1,802 12.7% 11 33 0 0 $40.40 FINANCIAL DISTRICT 35,870 11.5% 255 421 282 74 $49.48

BACK BAY 13,884 8.1% 70 0 0 $59.21 SEAPORT DISTRICT 8,299 11.2% 24 978 1,050 800 $56.59 128 NORTH 26,251 15.9% 422 775 394 102 $26.93

128 SOUTH 13,100 17.3% 83 224 0 0 $21.43 495 WEST 16,699 20.2% 24 0 181 $20.90 495 NORTH 15,594 22.7% 235 185 0 $19.38 Source: Tra nswestern I RBJ- ma rketSTATus Fa II 2014

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captured by 2022; however, its success would likely be linked to the major office users attracted to NorthPoint.

7. Office Market Indicators and Trends

As mentioned earlier, EF is the only major office end-user to locate in NorthPoint over the last 16 or so years or at least on the east side of Monsignor O’Brien Highway. Also discussed earlier, a 6-story, former industrial building was recently converted to residential, despite marketing efforts by Archstone/Avalon for its reuse as office space. In other words, NorthPoint has not been received well by the office market, as other areas of Cambridge or Boston, such as the Financial District or the Seaport District. In fact, Cambridge has only captured 1.0 million SF of new office building since 2004, representing about 9 percent of the activity experienced in the Greater Boston Region, based on data obtained from Transwestern|RBJ and shown in Table I-10. The Seaport District captured twice the amount of office development since 2004 than Cambridge, and the Financial District nearly three times.

Table I-10 – New Office Construction by Submarket since 2004

This finding may likely be a result of the limited supply of land in Cambridge for new development as well as its pricing, since current rental prices in East Cambridge average around $64/SF, which in turn is among the highest in the Boston Metro market, as shown in Table I-11.

Table I-11 – Greater Boston Office Market Conditions (Fall 2014)

SubmarketBldg SF (in mil)

% of Total

Financial District 2.99 26%128 West 2.18 19%Seaport District 2.06 18%128 North 1.54 13%Cambridge 1.01 9%Back Bay 0.58 5%495 West 0.44 4%

128 South 0.39 3%495 South 0.26 2%

Total 11.44 100%Source: Tranwestern|RBJ

Qtr LTM Comp UCCAMBRIDGE 11,215 6.6% 8 260 50 0 $57.48

EAST CAMBRIDGE 7,350 5.9% 2 282 50 0 $63.87MID CAMBRIDGE 2,063 3.7% (4) (55) 0 0 NA

WEST CAMBRIDGE 1,802 12.7% 11 33 0 0 $40.40FINANCIAL DISTRICT 35,870 11.5% 255 421 282 74 $49.48BACK BAY 13,884 8.1% 70 (188) 0 0 $59.21SEAPORT DISTRICT 8,299 11.2% 24 978 1,050 800 $56.59128 NORTH 26,251 15.9% 422 775 394 102 $26.93128 SOUTH 13,100 17.3% 83 224 0 0 $21.43495 WEST 16,699 20.2% 24 (218) 0 181 $20.90495 NORTH 15,594 22.7% (104) 235 185 0 $19.38Source: Transwestern|RBJ- marketSTATus Fa l l 2014

SubmarketAsking Rent

% Vacant

Bldg SF (000s)

Absorption (000s) Constructon (000s)

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Key comments about the office market conditions in Cambridge and other submarkets from TranswesternIRBJ last two quarterly reports are presented below:

• Cambridge's Class A positive absorption streak extended to five quarters, during which time it has absorbed 946,000 SF (Cambridge, Fall 2014)

• Cambridge has absorbed 781,000 SF in the past twelve months, the highest such number since 2000 (Cambridge, Summer 2014).

• East Cambridge has been less than 6.0 percent vacant for the past year, the first time that has happened since 2001 ( Cambridge, Fall 2014)

• East Cambridge Class A asking rents have risen 57.7 percent over the past four years (Cambridge, Summer 2014)

• Competitive areas with few large space options, such as Kendall Square, should continue to see heightened asking rents as life science companies lease more office space in the region (Cambridge, Summer 2014)

• The allure of premium Cambridge space combined with the depletion of available inventory should continue to push rents higher, with prospective tenants being forced to consider possible alternatives west of Kendall Square (Cambridge, Fall 2014)

• Tight conditions in East Cambridge may entice more tenants to consider downtown locations in a continuation of the urbanization trend (Financial District, Fall 2014)

• The Seaport District's inventory has doubled in size in the last ten years, during which time it has absorbed 2 0 million sf in construction completions alone (Seaport District, Summer 2014)

• The Seaport District continues to benefit from Cambridge's increased rents and lack of available space and should see sustained activity as several major companies consider it as a future HQ location (Seaport District, Summer 2014)

• Build-to-suit construction should continue to dominate the Route 128 West region, where a new generation of product is bringing in a wave of growth companies and a young workforce (Route 128 West, Fall 2014)

• Gutierrez Company has begun speculative construction on 4 Burlington Woods, a site it purchased in January 2014 (128 North, Fall 2014)

Despite marketing efforts by the Developer to attract build-to-suit office users, some in the brokerage community do not consider NorthPoint in East Cambridge an ideal location to expand as compared to "alternatives west of Kendall Square", or the Financial District in downtown Boston or the emerging Seaport District, or even further north or west of Cambridge, where new construction continues even on a speculative basis. Attracting office users to the east side of Monsignor O'Brien Highway appears to be a challenge, due in part to its barriers and a perception that it is "barren" land. The key to the Project will be attracting the first high-tech user to make a big presence here. This would likely require many incentives, including a commitment from the Commonwealth for the needed infrastructure investment to soften if not reduce the barriers and create a needed gateway for the Project.

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Key comments about the office market conditions in Cambridge and other submarkets from Transwestern|RBJ last two quarterly reports are presented below:

• Cambridge’s Class A positive absorption streak extended to five quarters, during which time it has absorbed 946,000 SF (Cambridge, Fall 2014)

• Cambridge has absorbed 781,000 SF in the past twelve months, the highest such number since 2000 (Cambridge, Summer 2014).

• East Cambridge has been less than 6.0 percent vacant for the past year, the first time that has happened since 2001 ( Cambridge, Fall 2014)

• East Cambridge Class A asking rents have risen 57.7 percent over the past four years (Cambridge, Summer 2014)

• Competitive areas with few large space options, such as Kendall Square, should continue to see heightened asking rents as life science companies lease more office space in the region (Cambridge, Summer 2014)

• The allure of premium Cambridge space combined with the depletion of available inventory should continue to push rents higher, with prospective tenants being forced to consider possible alternatives west of Kendall Square (Cambridge, Fall 2014)

• Tight conditions in East Cambridge may entice more tenants to consider downtown locations in a continuation of the urbanization trend (Financial District, Fall 2014)

• The Seaport District’s inventory has doubled in size in the last ten years, during which time it has absorbed 2.0 million sf in construction completions alone (Seaport District, Summer 2014)

• The Seaport District continues to benefit from Cambridge’s increased rents and lack of available space and should see sustained activity as several major companies consider it as a future HQ location (Seaport District, Summer 2014)

• Build-to-suit construction should continue to dominate the Route 128 West region, where a new generation of product is bringing in a wave of growth companies and a young workforce (Route 128 West, Fall 2014)

• Gutierrez Company has begun speculative construction on 4 Burlington Woods, a site it purchased in January 2014 (128 North, Fall 2014)

Despite marketing efforts by the Developer to attract build-to-suit office users, some in the brokerage community do not consider NorthPoint in East Cambridge an ideal location to expand as compared to “alternatives west of Kendall Square”, or the Financial District in downtown Boston or the emerging Seaport District, or even further north or west of Cambridge, where new construction continues even on a speculative basis. Attracting office users to the east side of Monsignor O’Brien Highway appears to be a challenge, due in part to its barriers and a perception that it is “barren” land. The key to the Project will be attracting the first high-tech user to make a big presence here. This would likely require many incentives, including a commitment from the Commonwealth for the needed infrastructure investment to soften if not reduce the barriers and create a needed gateway for the Project.

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NorthPoint I-Cubed Independent Review January 9, 2015

8. Development Feasibility

The Independent Consultant made a series of assumptions as outlined in Table 1-12 in order to identify the Development Feasibility of the remainder of NorthPoint.5 Assuming retail land values from the individual parcels total approximately $308 million, from which development costs $248 million (excluding the I-Cubed investment) are subtracted, yields a return of $60 million or 20 percent of gross revenue. This is at the low-end of the range (20 percent to 30 percent) for a typical developer's return. If the I-Cubed investment is included the return then drops to 11 percent, suggesting that the Project would not occur without the I-Cubed funds.

Table 1-12 — NorthPoint- Development Feasibility

Revenue

($ million)

Expenses

($ million)

Surplus % of

(Loss) Revenue

Commercial (2m BSF @ $70/BSF)

Residential (2,800 U @ $60k/Unit)

$140

$168

Total $308 $308 100%

Acquisition (1.8 m LSF @ $80/ LSF)

Additional Infrastructure

Permit, Plans, Marketing, Legal,

Management, Soft Cost, etc [1]

($144)

($42)

($62)

$164

$122

$60

Subtotal $308 ($248) $60 20%

I-Cubed Infastructure ($25)

Total $308 ($273) $35 11%

[1] 20% of Gross Revenue

Source: RKG Associates, Inc.

In conclusion, the development feasibility of the Project in total is positive; and the I-Cubed funds are needed to make it viable. The completion of the public infrastructure improvements using the I-Cubed funds would also indicate to the broader real estate market that the Commonwealth has invested in the Project, similar to other large-scale projects such as the Seaport District in Boston and Assembly Square in Somerville, providing tangible benefits to the Developer's efforts to NorthPoint. The build-out of the residential component would likely occur within a 20-to-25-year window and the office element would likely reach full build-out (or close to it) within the 30-year I-Cubed bond period.

C. NorthPoint's Economic Output

This section reviews various components used in determining the economic output estimated in the Proposal. Comparisons to alternative factors preferred by the Independent Consultant are shown in many cases.

1. Assumptions

Table 1-13 exhibits the economic output assumptions used in the Proposal with alternative ones suggested by the Independent Consultant. The following discusses the Independent Consultant's rationale for the difference.

5 The Independent Consultant believes that the development feasibility of EF's office buildings is positive since it was a self-financed (reportedly), already-developed, end-user properties; and of Twenty120 which is almost complete, is also positive since the equity position is relatively high, and the project is secured with a reasonable percentage of construction debt, in a rental market that is strong.

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NorthPoint I-Cubed Independent Review January 9, 2015

8. Development Feasibility

The Independent Consultant made a series of assumptions as outlined in Table I-12 in order to identify the Development Feasibility of the remainder of NorthPoint.5 Assuming retail land values from the individual parcels total approximately $308 million, from which development costs $248 million (excluding the I-Cubed investment) are subtracted, yields a return of $60 million or 20 percent of gross revenue. This is at the low-end of the range (20 percent to 30 percent) for a typical developer’s return. If the I-Cubed investment is included the return then drops to 11 percent, suggesting that the Project would not occur without the I-Cubed funds. Table I-12 – NorthPoint- Development Feasibility

In conclusion, the development feasibility of the Project in total is positive; and the I-Cubed funds are needed to make it viable. The completion of the public infrastructure improvements using the I-Cubed funds would also indicate to the broader real estate market that the Commonwealth has invested in the Project, similar to other large-scale projects such as the Seaport District in Boston and Assembly Square in Somerville, providing tangible benefits to the Developer’s efforts to NorthPoint. The build-out of the residential component would likely occur within a 20-to-25-year window and the office element would likely reach full build-out (or close to it) within the 30-year I-Cubed bond period.

C. NorthPoint’s Economic Output This section reviews various components used in determining the economic output estimated in the Proposal. Comparisons to alternative factors preferred by the Independent Consultant are shown in many cases.

1. Assumptions

Table I-13 exhibits the economic output assumptions used in the Proposal with alternative ones suggested by the Independent Consultant. The following discusses the Independent Consultant’s rationale for the difference.

5 The Independent Consultant believes that the development feasibility of EF’s office buildings is positive since it was a self-financed (reportedly), already-developed, end-user properties; and of Twenty|20 which is almost complete, is also positive since the equity position is relatively high, and the project is secured with a reasonable percentage of construction debt, in a rental market that is strong.

Revenue ($ million)

Expenses ($ million)

Surplus (Loss)

% of Revenue

Commercial (2m BSF @ $70/BSF) $140Residential (2,800 U @ $60k/Unit) $168

Total $308 $308 100%Acquisition (1.8 m L SF @ $80/ LSF) ($144) $164Additional Infrastructure ($42) $122Permit, Plans, Marketing, Legal, Management, Soft Cost, etc [1] ($62) $60

Subtotal $308 ($248) $60 20%I-Cubed Infastructure ($25)

Total $308 ($273) $35 11%[1] 20% of Gross Revenue

Source: RKG Associates , Inc.

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NorthPoint I-Cubed Independent Review January 9, 2015

a) Jobs and Units of Measurement

The Proposal (revised) identifies that employment at EF was 708 jobs in FY-2013 (one year prior to the Proposal) which increases to 1,035 by FY-2017, for a net gain of 327 positions as EF completes its occupancy of the two buildings. The Independent Consultant assumes these revised figures are correct.

For the other proposed commercial components, the Proposal uses either one employee per 250 SF of gross building area for office, retail and hotel use, or 333 SF for lab/biotech, which are typical factors, but don't account for various different uses that could occupy some of these components, as described in the Proposal. Without knowing the specific building program or specific tenants, the Independent Consultant adjusted these factors in some cases based on prior research, as shown in Table 1-13. Essentially, the Proposal overstated the employment potential for the hotel and property management components and the Independent Consultant provided a little more specificity for the other proposed uses.

b) Determination of Effective Building Area

In determining the potential number of jobs at build-out, the proposal makes no adjustment (discount) for effective building area factoring the calculations on the gross area. The Independent Consultant believes that at least 15 percent of the gross building area would not provide for any economic activity since it would include space for internal parking; areas for mechanical equipment, utility hook-ups, stairways, elevators and the like; as well as open entry foyers and other architectural features and/or embellishments to enhance the location of an end-user. A case in point would be the internal multi-story garage, and the open foyer/entry at EF's new national headquarters, with its waterfall-like glass enclosure and open stairwell extending the height of the building.

Table 1-13 — NorthPoint 1-Cubed: Comparison of Economic Output Assumptions

Assumptions NorthPoint I-Cubed Proposal (Exhibit 12) Independent Consultant

PerUof AVG Eff. Tax Displace

Use Jobs M [1] Wage Rate ment

PerU of AVG Eff. Tax

Jobs M [1] Wage Rate

Displace

ment

EF [2] 1,035 Jobs $65,000 5.25% 0% 1,035 Jobs $65,000 4.18% 0%

Office 250 BLDG SF $70,000 0% 250 BLDG SF $80,000 4.30% 70%

Lab/Biotech [3] 333 BLDG SF $70,000 0% 300 BLDG SF $95,000 4.34% 50%

Retail 250 BLDG SF $40,000 5.25% 0% 300 BLDG SF $25,000 3.25% 80%

Restaurant 200 BLDG SF $23,000 2.96% 80%

Grocery 275 BLDG SF $25,000 3.25% 80%

Fitness 500 BLDG SF $20,000 2.96% 20%

Hotel 250 BLDG SF $40,000 0% 2,000 BLDG SF $40,000 3.82% 70%

Prop MGT 0.1 Unit $40,000 5.25% 0% 0.05 Unit $40,000 4.06% 20%

Determining Effective Building Area

Net Bldg SF

versus Gross SF None 85% Commercial Only

Vacancy Rate None 10% Commercial & Residential

[1] Per Unit of Measurement

[2] Subsequent information obtained by EF indicated an average wage of $65,000 and not $47,000 as originally shown

[3] It is not clear if this factor is suppose to be 333 SF/job or 250 SF/job which is the result of the calculation in Exhibit 12

Source: NorthPoint I-Cubed Proposal; MA EOL& WD; MA DOR & RKG Associates, Inc.

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a) Jobs and Units of Measurement The Proposal (revised) identifies that employment at EF was 708 jobs in FY-2013 (one year prior to the Proposal) which increases to 1,035 by FY-2017, for a net gain of 327 positions as EF completes its occupancy of the two buildings. The Independent Consultant assumes these revised figures are correct. For the other proposed commercial components, the Proposal uses either one employee per 250 SF of gross building area for office, retail and hotel use, or 333 SF for lab/biotech, which are typical factors, but don’t account for various different uses that could occupy some of these components, as described in the Proposal. Without knowing the specific building program or specific tenants, the Independent Consultant adjusted these factors in some cases based on prior research, as shown in Table I-13. Essentially, the Proposal overstated the employment potential for the hotel and property management components and the Independent Consultant provided a little more specificity for the other proposed uses.

b) Determination of Effective Building Area In determining the potential number of jobs at build-out, the proposal makes no adjustment (discount) for effective building area factoring the calculations on the gross area. The Independent Consultant believes that at least 15 percent of the gross building area would not provide for any economic activity since it would include space for internal parking; areas for mechanical equipment, utility hook-ups, stairways, elevators and the like; as well as open entry foyers and other architectural features and/or embellishments to enhance the location of an end-user. A case in point would be the internal multi-story garage, and the open foyer/entry at EF’s new national headquarters, with its waterfall-like glass enclosure and open stairwell extending the height of the building. Table I-13 – NorthPoint I-Cubed: Comparison of Economic Output Assumptions

Assumptions

Use JobsPer U of M [1]

AVG Wage

Eff. Tax Rate

Displacement Jobs

Per U of M [1]

AVG Wage

Eff. Tax Rate

Displacement

EF [2] 1,035 Jobs $65,000 5.25% 0% 1,035 Jobs $65,000 4.18% 0%Office 250 BLDG SF $70,000 0% 250 BLDG SF $80,000 4.30% 70%Lab/Biotech [3] 333 BLDG SF $70,000 0% 300 BLDG SF $95,000 4.34% 50%Retail 250 BLDG SF $40,000 5.25% 0% 300 BLDG SF $25,000 3.25% 80%Restaurant 200 BLDG SF $23,000 2.96% 80%Grocery 275 BLDG SF $25,000 3.25% 80%Fitness 500 BLDG SF $20,000 2.96% 20%Hotel 250 BLDG SF $40,000 0% 2,000 BLDG SF $40,000 3.82% 70%Prop MGT 0.1 Unit $40,000 5.25% 0% 0.05 Unit $40,000 4.06% 20%Determining Effective Building Area

Net Bldg SF versus Gross SF None 85% Commercial OnlyVacancy Rate None 10% Commercial & Residential[1] Per Unit of Measurement

[2] Subsequent information obta ined by EF indicated an average wage of $65,000 and not $47,000 as origina l ly shown

[3] It i s not clear i f this factor i s suppose to be 333 SF/job or 250 SF/job which i s the resul t of the ca lculation in Exhibi t 12

Source: NorthPoint I-Cubed Proposa l ; MA EOL& WD; MA DOR & RKG Associates , Inc.

Independent ConsultantNorthPoint I-Cubed Proposal (Exhibit 12)

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This discount factor is applied to commercial building space only, since the basis for residential is on housing units and not building area. A vacancy factor of 10 percent is used at this time to account for unoccupied space since specifics regarding committed tenants are lacking.

c) Average Wage

The Proposal had an average annual wage of $65,000 for EF (revised for FY-2017), and a $70,000 average wage for office or lab/biotech jobs, and $40,000 for retail, hotel and property management jobs; and the source for these average wages was not identified. The Independent Consultant does not believe that some of these average wages are consistent with 2013 industry data (ES-202) obtained from the Massachusetts Executive Office of Labor and Workforce Development (MA EOL&WD).

As shown in Table 11-6 (see Appendix), the overall average wage for select office industry sectors ranges from $87,600 (statewide) to $125,700 (Cambridge). Statewide select industries such as Chemical Manufacturing, Financial Activities, Computer Systems Design, and Scientific Research and Development have an average wage in excess of $100,000, and these are the types of sectors the Developer is seeking. The average wage for some of these sectors in Cambridge is over $150,000.

In 2013, the average wage for educational services (private) was $61,200 statewide, and $91,000 in Cambridge. The average wage in the Travel Arrangement and Reservation Service industry (NAICS 5615) in Cambridge was $61,400 in 2013 ($83,000 statewide), while the overall wage (private and government) was $102,000 in Cambridge. During the review process, EF provided additional information that revised EF's average wage to $65,000 (FY-2017), which appears reasonable in comparison to the other data, and as a result is also shown in the Table 1-13.

Average wages for select sectors in 2013 such as retail, restaurant, fitness center, hotel, and property management are also exhibited in Table 11-6 (in Appendix) and in all geographies average wages for nearly all sectors are below the $40,000 threshold assumed by the Applicant. The Independent Consultant estimate of an "appropriate" average at this time for the different components is shown in Table 1-13.

d) Effective Income Tax Rate

The Proposal uses a tax rate of 5.25 percent (although the text reads "an effective tax rate of 5.5 percent") for calculating net new state revenue. The Independent Consultant has DOR data (2012) regarding the effective tax rates by different wage levels, which is used in the review, as shown in Table 1-13.

e) Displacement Factor

The legislation defines "Displacement Factors, [as] discount factors to be used in calculating New Revenues and New State Tax Revenues to adjust for any estimated reduction in revenues resulting from jobs and commercial activity in the Commonwealth that are indirectly displaced as a result of new commercial activity within the Economic Development District, which factors shall be determined by the Commissioner of Revenue based on the Independent Consultant Analysis and in accordance with the DOR Guidance." In addition, an Eligible New

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NorthPoint I-Cubed Independent Review January 9, 2015

This discount factor is applied to commercial building space only, since the basis for residential is on housing units and not building area. A vacancy factor of 10 percent is used at this time to account for unoccupied space since specifics regarding committed tenants are lacking.

c) Average Wage The Proposal had an average annual wage of $65,000 for EF (revised for FY-2017), and a $70,000 average wage for office or lab/biotech jobs, and $40,000 for retail, hotel and property management jobs; and the source for these average wages was not identified. The Independent Consultant does not believe that some of these average wages are consistent with 2013 industry data (ES-202) obtained from the Massachusetts Executive Office of Labor and Workforce Development (MA EOL&WD). As shown in Table II-6 (see Appendix), the overall average wage for select office industry sectors ranges from $87,600 (statewide) to $125,700 (Cambridge). Statewide select industries such as Chemical Manufacturing, Financial Activities, Computer Systems Design, and Scientific Research and Development have an average wage in excess of $100,000, and these are the types of sectors the Developer is seeking. The average wage for some of these sectors in Cambridge is over $150,000. In 2013, the average wage for educational services (private) was $61,200 statewide, and $91,000 in Cambridge. The average wage in the Travel Arrangement and Reservation Service industry (NAICS 5615) in Cambridge was $61,400 in 2013 ($83,000 statewide), while the overall wage (private and government) was $102,000 in Cambridge. During the review process, EF provided additional information that revised EF’s average wage to $65,000 (FY-2017), which appears reasonable in comparison to the other data, and as a result is also shown in the Table I-13. Average wages for select sectors in 2013 such as retail, restaurant, fitness center, hotel, and property management are also exhibited in Table II-6 (in Appendix) and in all geographies average wages for nearly all sectors are below the $40,000 threshold assumed by the Applicant. The Independent Consultant estimate of an “appropriate” average at this time for the different components is shown in Table I-13.

d) Effective Income Tax Rate The Proposal uses a tax rate of 5.25 percent (although the text reads “an effective tax rate of 5.5 percent”) for calculating net new state revenue. The Independent Consultant has DOR data (2012) regarding the effective tax rates by different wage levels, which is used in the review, as shown in Table I-13.

e) Displacement Factor The legislation defines “Displacement Factors, [as] discount factors to be used in calculating New Revenues and New State Tax Revenues to adjust for any estimated reduction in revenues resulting from jobs and commercial activity in the Commonwealth that are indirectly displaced as a result of new commercial activity within the Economic Development District, which factors shall be determined by the Commissioner of Revenue based on the Independent Consultant Analysis and in accordance with the DOR Guidance.” In addition, an Eligible New

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Job is defined as "shall not include any job that directly replaces a job elsewhere in the Commonwealth, as determined in accordance with 801 CMR 51.00 and the DOR Guidance, or the retention of any job in the Commonwealth, except in circumstances where the Developer [Applicant] provides compelling evidence that the jobs would have been relocated outside of the Commonwealth if the Economic Development Project were not carried out."

In the Proposal, the Applicant uses a 0 percent displacement factor for all jobs as a result of the development of NorthPoint. In FY-2013, according to a revision, EF employed 708 persons in FY-2013, which is forecasted to increase to (and stabilize at) 1,035 jobs in FY-2017. Most of the workforce employed at EF appear to be young, indicating EF is providing career starts for many college graduates not only from Massachusetts but the rest of New England and the country. The recent event celebrating the opening of EF's new headquarters was well attended by multiple local and state politicians in strong support of EF's new building and decision to "stay and expand" in Massachusetts, while broadening their global effects on language training and travel.

The Proposal provided some "compelling evidence", namely a resolution adopted by the City Council in Cambridge in support of Education First's decision to expand further in the Northpoint area in June 2010 rather than expand out-of-state in Miami or Denver. This "compelling evidence" was further enhanced in July 2011 when the Commonwealth of Massachusetts passed special legislation (Chapter 88) that subsequently allowed EF to purchase surplus MassDOT property and build its new, $125 million, North American Headquarters and the adjacent open space on the Charles River Basin. In meeting with representatives of EF, anecdotal information was obtained about EF's significant impact as a provider of international travel for school groups not only locally but nationally, coupled with EF's influence on foreign-language training worldwide. In addition, the new Hult Graduate School of Business will draw students from around the world, and EF's recent investment at NorthPoint complements their global stature in this regard.

At this time, the Independent Consultant is therefore lead to believe that EF would not have built their new headquarters had it not been for this Project, but instead would have expanded out-of-state. The Independent Consultant further believes that EF became a committed partner to the redevelopment in this formerly "blighted" portion of Cambridge, and therefore, all the existing and expanded jobs at EF are considered as "net new" jobs as stated in the Proposal.

With regards to the other economic activity proposed by the Developer, the Proposal also assumes a 0 percent displacement factor, at the same time explaining that the Developer would be targeting other business in Cambridge and/or Massachusetts to relocate at NorthPoint. Based on the I-Cubed regulations, these jobs would not be "net new" but rather relocating from elsewhere in the Commonwealth.

At this time no specific tenants/commitments are known, so the Independent Consultant used higher displacement factors for the different elements as shown in Table 1-13. For office users, a -70 percent factor was used based on the assumption that a company would locate at NorthPoint and expand its employment by 30 percent at the new location. For a biotech/lab user locating in NorthPoint, it would expand its labor commitment by 50 percent. For

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Job is defined as “shall not include any job that directly replaces a job elsewhere in the Commonwealth, as determined in accordance with 801 CMR 51.00 and the DOR Guidance, or the retention of any job in the Commonwealth, except in circumstances where the Developer [Applicant] provides compelling evidence that the jobs would have been relocated outside of the Commonwealth if the Economic Development Project were not carried out.” In the Proposal, the Applicant uses a 0 percent displacement factor for all jobs as a result of the development of NorthPoint. In FY-2013, according to a revision, EF employed 708 persons in FY-2013, which is forecasted to increase to (and stabilize at) 1,035 jobs in FY-2017. Most of the workforce employed at EF appear to be young, indicating EF is providing career starts for many college graduates not only from Massachusetts but the rest of New England and the country. The recent event celebrating the opening of EF’s new headquarters was well attended by multiple local and state politicians in strong support of EF’s new building and decision to “stay and expand” in Massachusetts, while broadening their global effects on language training and travel. The Proposal provided some “compelling evidence”, namely a resolution adopted by the City Council in Cambridge in support of Education First’s decision to expand further in the Northpoint area in June 2010 rather than expand out-of-state in Miami or Denver. This “compelling evidence” was further enhanced in July 2011 when the Commonwealth of Massachusetts passed special legislation (Chapter 88) that subsequently allowed EF to purchase surplus MassDOT property and build its new, $125 million, North American Headquarters and the adjacent open space on the Charles River Basin. In meeting with representatives of EF, anecdotal information was obtained about EF’s significant impact as a provider of international travel for school groups not only locally but nationally, coupled with EF’s influence on foreign-language training worldwide. In addition, the new Hult Graduate School of Business will draw students from around the world, and EF’s recent investment at NorthPoint complements their global stature in this regard. At this time, the Independent Consultant is therefore lead to believe that EF would not have built their new headquarters had it not been for this Project, but instead would have expanded out-of-state. The Independent Consultant further believes that EF became a committed partner to the redevelopment in this formerly “blighted” portion of Cambridge, and therefore, all the existing and expanded jobs at EF are considered as “net new” jobs as stated in the Proposal. With regards to the other economic activity proposed by the Developer, the Proposal also assumes a 0 percent displacement factor, at the same time explaining that the Developer would be targeting other business in Cambridge and/or Massachusetts to relocate at NorthPoint. Based on the I-Cubed regulations, these jobs would not be “net new” but rather relocating from elsewhere in the Commonwealth. At this time no specific tenants/commitments are known, so the Independent Consultant used higher displacement factors for the different elements as shown in Table I-13. For office users, a -70 percent factor was used based on the assumption that a company would locate at NorthPoint and expand its employment by 30 percent at the new location. For a biotech/lab user locating in NorthPoint, it would expand its labor commitment by 50 percent. For

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commercial uses an -80 percent displacement factor is used, since all these businesses would be opening new locations at NorthPoint as a means to expand their base (by 20 percent). For property management, a -20 percent factor is used since all the residential buildings would be new to the market, and therefore, 80 percent of the jobs would be "net new".

2. Economic Output from Operations

Table 1-14 exhibits the Independent Consultant's estimate of economic output from the different components of the Proposal, at full build-out and in 2014 dollars. The source of I-Cubed revenue from the Project is entirely dependent on the net income tax revenue generated from the existing (708) and new (327) jobs at EF, coupled with the small output from TwentyI20. The resulting "net new" revenue at build-out based on different assumptions would be $2.8 million. This would be sufficient to support a $25 million I-Cubed bond, requested for public infrastructure.

Table 1-14 - Independent Consultant: NorthPoint Economic Output at Build-Out (in 2014 $)

Education

Category First Twenty120 Subtotal

Retail Commer- Residen- Infill Res-

Square cial Spine tial Park idential

Rest of

NorthPoint Total

Occupied Res. Units [1] 320 320 560 905 765 2,229 2,549

Eff. Comm. Bldg SF [2] 428,400 6,120 434,520 572,355 983,025 1,555,380 1,989,900

Employment 1,035 40 1,075 1,869 3,657 45 38 5,609 6,684

Office 1,035 1,035 1,454 2,280 3,733 4,768

Lab/BioTech 1,377 1,377 1,377

Retail et al [3] 24 24 339 Hotel 48 48 48

Prop MGT 16 16 28 45 38 111 127

AVG Annual Wage $65,000 $30,473 $63,718 $68,118 $85,649 $40,000 $40,000 $79,345 $76,650

Total Wages ($000) $67,275 $1,216 $68,491 $127,304 $313,191 $1,809 $1,530 $443,834 $512,325.18

Eff. Income Taxes ($000) $2,809 $44 $2,853 $5,376 $13,529 $73 $62 $19,041 $21,894

Displacement Factor $0 -1% -69% -62% -20% -20% -64%

Displaced Taxes ($000) $0 ($20) ($3,734) ($8,335) ($15) ($12) ($12,096)

Net New Taxes ($000) $2,809 $24 $2,833 $1,642 $5,195 $59 $50 $6,945 $9,779

[S] less 10% for vacancy; [2] less 15% for net space & 10% for vacancy, [3] Total of Retail; Restaurant; Grocery& Fitness Uses

Source: NorthPoint I-Cubed Proposal; MA EOL& WD; MA DOR & RKG Associates, Inc.

Referring to Table 1-14, the rest of NorthPoint would generate over $6 9 million in net new revenue when built-out. About three-quarters of the output would be generated in the Commercial Spine, where only 40 percent of the area is within the EDD, so this number would be reduced once specific site plans in this district are draw.

Table 1-15 exhibits the allocation of economic activity by different components proposed for Twenty I 20, based on 2013 wages.6 When completed in 2015, wage levels would be higher due to wage inflation. At this time, the Independent Consultant believes an annual factor of 1.5 percent is reasonable, and similar to the overall increase in average wage statewide, between 2012 and 2013.

6 The actual break-out for retail to restaurant space was not known and subject to change when the building is completed.

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commercial uses an -80 percent displacement factor is used, since all these businesses would be opening new locations at NorthPoint as a means to expand their base (by 20 percent). For property management, a -20 percent factor is used since all the residential buildings would be new to the market, and therefore, 80 percent of the jobs would be “net new”.

2. Economic Output from Operations

Table I-14 exhibits the Independent Consultant’s estimate of economic output from the different components of the Proposal, at full build-out and in 2014 dollars. The source of I-Cubed revenue from the Project is entirely dependent on the net income tax revenue generated from the existing (708) and new (327) jobs at EF, coupled with the small output from Twenty|20. The resulting “net new” revenue at build-out based on different assumptions would be $2.8 million. This would be sufficient to support a $25 million I-Cubed bond, requested for public infrastructure. Table I-14 – Independent Consultant: NorthPoint Economic Output at Build-Out (in 2014 $)

Referring to Table I-14, the rest of NorthPoint would generate over $6.9 million in net new revenue when built-out. About three-quarters of the output would be generated in the Commercial Spine, where only 40 percent of the area is within the EDD, so this number would be reduced once specific site plans in this district are draw. Table I-15 exhibits the allocation of economic activity by different components proposed for Twenty | 20, based on 2013 wages.6 When completed in 2015, wage levels would be higher due to wage inflation. At this time, the Independent Consultant believes an annual factor of 1.5 percent is reasonable, and similar to the overall increase in average wage statewide, between 2012 and 2013.

6 The actual break-out for retail to restaurant space was not known and subject to change when the building is completed.

CategoryEducation

First Twenty|20 SubtotalRetail

SquareCommer-cial Spine

Residen-tial Park

Infill Res-idential

Rest of NorthPoint Total

Occupied Res. Units [1] 320 320 560 905 765 2,229 2,549Eff. Comm. Bldg SF [2] 428,400 6,120 434,520 572,355 983,025 1,555,380 1,989,900Employment 1,035 40 1,075 1,869 3,657 45 38 5,609 6,684

Office 1,035 1,035 1,454 2,280 3,733 4,768Lab/BioTech 1,377 1,377 1,377

Retail et al [3] 24 24 339Hotel 48 48 48

Prop MGT 16 16 28 45 38 111 127AVG Annual Wage $65,000 $30,473 $63,718 $68,118 $85,649 $40,000 $40,000 $79,345 $76,650

Total Wages ($000) $67,275 $1,216 $68,491 $127,304 $313,191 $1,809 $1,530 $443,834 $512,325.18Eff. Income Taxes ($000) $2,809 $44 $2,853 $5,376 $13,529 $73 $62 $19,041 $21,894

Displacement Factor $0 -45% -1% -69% -62% -20% -20% -64% -55%Displaced Taxes ($000) $0 ($20) ($20) ($3,734) ($8,335) ($15) ($12) ($12,096) ($12,115)Net New Taxes ($000) $2,809 $24 $2,833 $1,642 $5,195 $59 $50 $6,945 $9,779

[1] less 10% for vacancy; [2] less 15% for net space & 10% for vacancy; [3] Tota l of Reta i l ; Restaurant; Grocery & Fi tness Uses

Source: NorthPoint I-Cubed Proposa l ; MA EOL& WD; MA DOR & RKG Associates , Inc.

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Table 1-15 - Twenty I 20 — Economic Output (2013 $)

Twenty' 20 Calculations Bldg SF

Housing

Units

Gross Bldg Component 8,000 355

Effective Bldg Component 6,120 320

Retail Restaurant Prop. Mgmt Total

Effective Area 4,000 2,120 320

Employment Factor 300 200 0.05

Employment 13 11 16 40

AVG Wage $25,000 $23,000 $40,000 $30,479

Annual Wages $333,333 $243,800 $640,000 $1,217,133

Effective Tax Rate 3.2% 3.2% 4.1% 3.7%

Gross Taxes $10,820 $7,914 $25,978 $44,712

Displacement Rate -80% -80% -20% -45%

Less Displacement ($8,656) ($6,331) ($5,196) ($20,183)

Net New Taxes $2,164 $1,583 $20,783 $24,529

Source: NorthPoint DPEDP & RKG Associates, Inc.

3. Construction Related Impact (Buildings, Only)

The Applicant revised the construction-related costs in Exhibit 10 in the Proposal from calendar year (2012 to 2015) to fiscal year (FY-2012 to FY-2016), and these figures are exhibited in Table 1-16. The cost data is aggregated for both EF and HYM, and total costs for labor and materials increased with the revision.

Table 1-16 — Applicants Building Costs for Labor and Materials

Calender

Year

EF/HYM

Labor Cost

EF/HYM

Materials

Fiscal

Year

EF/HYM

Labor Cost

EF/HYM

Materials

2012 $959,237 $25,036

2012 $6,375,000 $6,900,000 2013 $26,474,854 $21,782,716

2013 $40,833,333 $71,400,000 2014 $53,901,471 $61,820,996

2014 $55,416,667 $56,900,000 2015 $40,281,458 $54,455,909

2015 $6,000,000 $1,500,000 2016 $165,000 $249,000

Total $108,625,000 $129,800,000 Total $121,782,020 $138,333,657

Source: NorthPoint DPED Proposal (Exhibit 10, & Revised Exhibit 10)

As a test of reasonableness, the Independent Consultant prepared an analysis of what labor cost and taxable materials would be based on assumptions obtained from prior research, and what are considered reasonable cost standards. These assumptions are shown in Table 1-17 as well as the resulting calculations for both projects of the Applicant.7 As shown, estimated total hard cost is over $213 million, and based on the percentage factors listed below, total labor (wages, only) cost would be slightly lower than $75 million, and taxable materials about $54.6 million.

The differences in labor cost between the Applicant and the Independent Consultant would likely be attributed to the full-cost of labor (wages, taxes, benefits, etc.) versus wages, only. The differences in "taxable" material would be attributed to higher percentages used by the

7 Reportedly, EF's new building had a total cost of $125 million, which discounted for design, soft and other costs (-17.5 percent), equated to a factor of $350/SF. This factor is equivalent to that for an excellent, Class A office building in Boston, according to Marshall Valuation Services. For TwentyI20, hard cost of $110.5 million ($310,000) was used based on documentation provided by HYM.

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Table I-15 - Twenty|20 – Economic Output (2013 $)

3. Construction Related Impact (Buildings, Only)

The Applicant revised the construction-related costs in Exhibit 10 in the Proposal from calendar year (2012 to 2015) to fiscal year (FY-2012 to FY-2016), and these figures are exhibited in Table I-16. The cost data is aggregated for both EF and HYM, and total costs for labor and materials increased with the revision. Table I-16 – Applicants Building Costs for Labor and Materials

As a test of reasonableness, the Independent Consultant prepared an analysis of what labor cost and taxable materials would be based on assumptions obtained from prior research, and what are considered reasonable cost standards. These assumptions are shown in Table I-17 as well as the resulting calculations for both projects of the Applicant.7 As shown, estimated total hard cost is over $213 million, and based on the percentage factors listed below, total labor (wages, only) cost would be slightly lower than $75 million, and taxable materials about $54.6 million. The differences in labor cost between the Applicant and the Independent Consultant would likely be attributed to the full-cost of labor (wages, taxes, benefits, etc.) versus wages, only. The differences in “taxable” material would be attributed to higher percentages used by the

7 Reportedly, EF’s new building had a total cost of $125 million, which discounted for design, soft and other costs (-17.5 percent), equated to a factor of $350/SF. This factor is equivalent to that for an excellent, Class A office building in Boston, according to Marshall Valuation Services. For Twenty|20, hard cost of $110.5 million ($310,000) was used based on documentation provided by HYM.

Twenty|20 Calculations Bldg SFHousing

UnitsGross Bldg Component 8,000 355Effective Bldg Component 6,120 320

Retail Restaurant Prop. Mgmt TotalEffective Area 4,000 2,120 320Employment Factor 300 200 0.05Employment 13 11 16 40AVG Wage $25,000 $23,000 $40,000 $30,479Annual Wages $333,333 $243,800 $640,000 $1,217,133Effective Tax Rate 3.2% 3.2% 4.1% 3.7%Gross Taxes $10,820 $7,914 $25,978 $44,712Displacement Rate -80% -80% -20% -45%Less Displacement ($8,656) ($6,331) ($5,196) ($20,183)

Net New Taxes $2,164 $1,583 $20,783 $24,529Source: NorthPoint DPEDP & RKG Associates , Inc.

Calender Year

EF/HYM Labor Cost

EF/HYM Materials

Fiscal Year

EF/HYM Labor Cost

EF/HYM Materials

2012 $959,237 $25,0362012 $6,375,000 $6,900,000 2013 $26,474,854 $21,782,7162013 $40,833,333 $71,400,000 2014 $53,901,471 $61,820,9962014 $55,416,667 $56,900,000 2015 $40,281,458 $54,455,9092015 $6,000,000 $1,500,000 2016 $165,000 $249,000Total $108,625,000 $129,800,000 Total $121,782,020 $138,333,657

Source: NorthPoint DPED Proposa l (Exhibi t 10, & Revised Exhibi t 10)

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Applicant. In any event, the construction-related figures in Table 1-17 are used in this analysis, apportioned to fiscal years as shown in Table 1-16.

Table 1-17 — Test of Reasonableness

EF Twenty' 20 Total

Total

Investment $125,000,000 $147,300,000 $272,300,000

Bldg SF/Unit 295,000 355

Investment Per

Bldg SF/Unit $424 $414,930

Hard Cost per

SF/Unit $350 $310,000

Total Hard Cost $103,250,000 $110,050,000 $213,300,000

Labor Cost [1] $36,137,500

Taxable

Materials [2] $26,432,000

$38,517,500

$28,172,800

$74,655,000

$54,604,800

[1] 35% of cost for labor (wages, only)

[2] 32% of cost for materials and 80% taxable

Source: Marshall Valuation Services; HYM, and RKG Assocaties, Inc.

Table 1-18 exhibits the adjusted labor costs for EF and HYM by fiscal year. The resulting net income taxes would total almost $3.1 million, and half would be available for I-cubed funding.

Table 1-18 — EF/HYM's Adjusted Construction Labor

Fiscal Adj Labor Cost

Year (EF& HYM)

Net Income

Taxes $ [1]

50% for l-

Cubed

2013 $16,229,655 $677,621 $338,810

2014 $33,042,762 $1,379,602 $689,801

2015 $24,693,401 $1,030,999 $515,499

2016 $101,149 $4,223 $2,112

Total $74,066,967 $3,092,444 $1,546,222 [1] Factored on effective tax rate of 4.18% based average MA

Construction Wage ($66,400) in 2013

Source: NorthPoint DPED Proposal & RKG Associates, Inc.

Table 1-19 displays the adjusted material cost and calculation to determine I-cubed revenue, which would total over $1 million.

Table 1-19 — EF/HYM's Adjusted Construction Materials

Fiscal Adj Materials Gross Sale Tax

Year (EF & HYM) Revenue Less Set Aside

Net Sales Tax

Revenue

50% for (-

Cubed

2013 $8,598,347 $537,397 ($214,959) $322,438 $161,219

2014 $24,402,761 $1,525,173 ($610,069) $915,104 $457,552

2015 $21,495,521 $1,343,470 ($537,388) $806,082 $403,041

2016 $98,288 $6,143 ($2,457) $3,686 $1,843

Total $54,594,917 $3,412,182 ($1,364,873) $2,047,309 $1,023,655

Source: NorthPoint DPED Proposal & RKG Associates, Inc.

4. I-Cubed Revenue and Bond Repayment

Table 1-20 summarizes the first five fiscal years of operation of the Proposal based on the review of the Independent Consultant. More detailed annual calculations over the 30-year term are in Appendix A (see Table 11-7, Table 11-8 and Table 11-9). The annual bond payment for

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Applicant. In any event, the construction-related figures in Table I-17 are used in this analysis, apportioned to fiscal years as shown in Table I-16. Table I-17 – Test of Reasonableness

Table I-18 exhibits the adjusted labor costs for EF and HYM by fiscal year. The resulting net income taxes would total almost $3.1 million, and half would be available for I-cubed funding. Table I-18 – EF/HYM’s Adjusted Construction Labor

Table I-19 displays the adjusted material cost and calculation to determine I-cubed revenue, which would total over $1 million. Table I-19 – EF/HYM’s Adjusted Construction Materials

4. I-Cubed Revenue and Bond Repayment

Table I-20 summarizes the first five fiscal years of operation of the Proposal based on the review of the Independent Consultant. More detailed annual calculations over the 30-year term are in Appendix A (see Table II-7, Table II-8 and Table II-9). The annual bond payment for

EF Twenty|20 TotalTotal Investment $125,000,000 $147,300,000 $272,300,000Bldg SF/Unit 295,000 355Investment Per Bldg SF/Unit $424 $414,930Hard Cost per SF/Unit $350 $310,000Total Hard Cost $103,250,000 $110,050,000 $213,300,000Labor Cost [1] $36,137,500 $38,517,500 $74,655,000Taxable Materials [2] $26,432,000 $28,172,800 $54,604,800[1] 35% of cost for labor (wages , only)

[2] 32% of cost for materia ls and 80% taxable

Source: Marshal l Va luation Services ; HYM, and RKG Assocaties , Inc.

Fiscal Year

Adj Labor Cost (EF& HYM)

Net Income Taxes $ [1]

50% for I-Cubed

2013 $16,229,655 $677,621 $338,8102014 $33,042,762 $1,379,602 $689,8012015 $24,693,401 $1,030,999 $515,4992016 $101,149 $4,223 $2,112Total $74,066,967 $3,092,444 $1,546,222

Source: NorthPoint DPED Proposa l & RKG Associates , Inc.

[1] Factored on effective tax rate of 4.18% based average MA Construction Wage ($66,400) in 2013

Fiscal Year

Adj Materials (EF & HYM)

Gross Sale Tax Revenue Less Set Aside

Net Sales Tax Revenue

50% for I-Cubed

2013 $8,598,347 $537,397 ($214,959) $322,438 $161,2192014 $24,402,761 $1,525,173 ($610,069) $915,104 $457,5522015 $21,495,521 $1,343,470 ($537,388) $806,082 $403,0412016 $98,288 $6,143 ($2,457) $3,686 $1,843Total $54,594,917 $3,412,182 ($1,364,873) $2,047,309 $1,023,655

Source: NorthPoint DPED Proposa l & RKG Associates , Inc.

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$25 million would be $1.6 million, but with the mandated 1.5 debt coverage ratio (DCR) the required level is $2.43 million.

As shown below, the new net revenue by FY-2017, when employment at EF matures, the new net revenue would be $2.8 million, indicating a 1.75 DCR. Over the term of the bond, the overall DCR would be 2.35, and there would be no need to use any of the construction-related revenue. Table 1-20 - EF and Twenty120 - I-Cubed Bond Repayment Summary

Fiscal Year 2013 2014 2015 2016 2017 Total/AVG

Employment 708 833 885 1,000 1,075 34,601

Education First 708 833 880 960 1,035 33,396

Twenty 120 5 40 40 1,205

Average Annual Wage [1] $70,738 $66,834 $67,748 $66,112 $63,785 $78,039

Education First $70,738 $66,834 $67,836 $67,539 $65,000 $79,417

Twenty 120 $31,400 $31,871 $32,349 $39,845

Gross Wages (000s) $50,083 $55,673 $59,957 $66,112 $68,569 $2,700,218

Education First $50,083 $55,673 $59,800 $64,838 $67,275 $2,652,205

Twenty 120 $157 $1,275 $1,294 $48,013

Gross Taxes (000s) $2,091 $2,324 $2,503 $2,754 $2,856 $112,495

Education First $2,091 $2,324 $2,497 $2,707 $2,809 $110,735

Twenty 120 $6 $47 $47 $1,760

Displaced Taxes (000s) $0 $0 ($3) ($21) ($21) ($795)

Education First $0 $0 $0 $0 $0 $0

Twenty 120 ($3) ($21) ($21) ($795)

Net New Revenue (000s) $2,091 $2,324 $2,500 $2,733 $2,835 $111,701

Education First $2,091 $2,324 $2,497 $2,707 $2,809 $110,735

Twenty 120 $3 $26 $26 $966

Bond Payment (000s) [2] $0 $0 $0 $1,618 $1,618 $48,530

+1.5 DCR (000s) $0 $0 $0 $2,427 $2,427 $41,475

Actual Debt Coverage Ratio -N/A- -N/A- -N/A- 1.69 1.75 2.35

Construction Related $500 $1,147 $919 $4 $0 $2,570

[1] Includes an annual wage inflator of 1.5% for EF beginning in 2018; Twenty120 in 2014

[2] Assumes $25 million bond issued in FY-2015 at 5% interest (fixed); 30 years; biannual payments

Source: EFIHYM and RKG Associates, Inc.

5. Sensitivity Model

A sensitivity model was also created that assumed a higher displacement factor for the EF jobs than used by the Independent Consultant to ascertain a potential break-even point in a bond modeling analysis.8 For this test, a -40% displacement factor was used on EF's employment, which is an average factor from a combination of -50% on EF's existing jobs (708 in FY-2013) and -15% to -20% on the new jobs (327). Table 1-21 summarizes the results of this sensitivity test, and more detail is in Appendix A (see Table II-10).

8 A few issues remain unclear and the Applicant was not willing to provide information to substantiate their business operations in order to rationalize/determine an appropriate displacement factor in light of the legislation, nor were they willing to provide financial statements, despite confidentiality agreements The relationship between the Applicant (EF and the Developer) is also not clear, since the timing of the City Council's resolution recognizing EF's commitment to stay in Cambridge (June 2010) was two months prior to CJUF III NorthPoint acquiring their portion of the EDD, and 4 years prior to the submission of the Proposal. EF also had a different developer (Congress Group) for that project, and therefore these issue may raise a question regarding EF staying "but for the Proposal" or "but for their project" which coincidentally was adjacent to NorthPoint. Despite using all of EF jobs (existing and proposed) for I-Cubed repayment, EF did not commit its parcels as collateral for assessment purposes in case of any potential shortfall, and clearly the Developer needs nearly all that revenue to cover the I-Cube bond at this time, since the Developer lacks commitments for a new office/lab user (s).

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$25 million would be $1.6 million, but with the mandated 1.5 debt coverage ratio (DCR) the required level is $2.43 million. As shown below, the new net revenue by FY-2017, when employment at EF matures, the new net revenue would be $2.8 million, indicating a 1.75 DCR. Over the term of the bond, the overall DCR would be 2.35, and there would be no need to use any of the construction-related revenue. Table I-20 – EF and Twenty|20 – I-Cubed Bond Repayment Summary

5. Sensitivity Model

A sensitivity model was also created that assumed a higher displacement factor for the EF jobs than used by the Independent Consultant to ascertain a potential break-even point in a bond modeling analysis.8 For this test, a -40% displacement factor was used on EF’s employment, which is an average factor from a combination of -50% on EF’s existing jobs (708 in FY-2013) and -15% to -20% on the new jobs (327). Table I-21 summarizes the results of this sensitivity test, and more detail is in Appendix A (see Table II-10).

8 A few issues remain unclear and the Applicant was not willing to provide information to substantiate their business operations in order to rationalize/determine an appropriate displacement factor in light of the legislation, nor were they willing to provide financial statements, despite confidentiality agreements The relationship between the Applicant (EF and the Developer) is also not clear, since the timing of the City Council’s resolution recognizing EF’s commitment to stay in Cambridge (June 2010) was two months prior to CJUF III NorthPoint acquiring their portion of the EDD, and 4 years prior to the submission of the Proposal. EF also had a different developer (Congress Group) for that project, and therefore these issue may raise a question regarding EF staying “but for the Proposal” or “but for their project” which coincidentally was adjacent to NorthPoint. Despite using all of EF jobs (existing and proposed) for I-Cubed repayment, EF did not commit its parcels as collateral for assessment purposes in case of any potential shortfall, and clearly the Developer needs nearly all that revenue to cover the I-Cube bond at this time, since the Developer lacks commitments for a new office/lab user (s).

Fiscal Year 2013 2014 2015 2016 2017 Total/AVGEmployment 708 833 885 1,000 1,075 34,601

Education First 708 833 880 960 1,035 33,396Twenty |20 5 40 40 1,205

Average Annual Wage [1] $70,738 $66,834 $67,748 $66,112 $63,785 $78,039Education First $70,738 $66,834 $67,836 $67,539 $65,000 $79,417

Twenty |20 $31,400 $31,871 $32,349 $39,845Gross Wages (000s) $50,083 $55,673 $59,957 $66,112 $68,569 $2,700,218

Education First $50,083 $55,673 $59,800 $64,838 $67,275 $2,652,205Twenty |20 $157 $1,275 $1,294 $48,013

Gross Taxes (000s) $2,091 $2,324 $2,503 $2,754 $2,856 $112,495Education First $2,091 $2,324 $2,497 $2,707 $2,809 $110,735

Twenty |20 $6 $47 $47 $1,760Displaced Taxes (000s) $0 $0 ($3) ($21) ($21) ($795)

Education First $0 $0 $0 $0 $0 $0Twenty |20 ($3) ($21) ($21) ($795)

Net New Revenue (000s) $2,091 $2,324 $2,500 $2,733 $2,835 $111,701Education First $2,091 $2,324 $2,497 $2,707 $2,809 $110,735

Twenty |20 $3 $26 $26 $966Bond Payment (000s) [2] $0 $0 $0 $1,618 $1,618 $48,530

+ 1.5 DCR (000s) $0 $0 $0 $2,427 $2,427 $41,475Actual Debt Coverage Ratio -N/A- -N/A- -N/A- 1.69 1.75 2.35

Construction Related $500 $1,147 $919 $4 $0 $2,570[1] Includes an annual wage inflator of 1.5% for EF beginning in 2018; Twenty|20 in 2014

[2] Assumes $25 mi l l ion bond i ssued in FY-2015 at 5% interest (fixed); 30 years ; biannual payments

Source: EF|HYM and RKG Associates , Inc.

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This test shows that net revenue from on-going operations would not cover debt service plus the mandated 1.5 DCR until FY-2041 (Bond Year 26), and the overall DCR would be 1.44. Assuming net revenue accrues in the first three years prior to the first bond payment coupled with construction-related revenues, the shortfall would be minimized by the on-going balance for ten years, but over the 30-year term a negative balance of -$2.8 million results. Should the Commissioner of Revenue consider a higher displacement factor than used in this sensitivity analysis, the Applicant would be forced to lower their bond request, or provide a commitment for new build-to-suit office user whose economic activity would augment that of EF's at a higher displacement rate.

Table 1-21 - Sensitivity Model - EF's Jobs at -40 Percent Displacement

Fiscal Year 2013 2014 2015 2016 2017 Total/AVG

Employment 708 833 885 1,000 1,075 34,601

Education First 708 833 880 960 1,035 33,396

Twenty 120 5 40 40 1,205

Gross Taxes (000s) $2,091 $2,324 $2,503 $2,754 $2,856 $112,495

Education First $2,091 $2,324 $2,497 $2,707 $2,809 $110,735

Twenty 120 $6 $47 $47 $1,760

Displaced Taxes (000s) ($836) ($930) ($1,001) ($1,104) ($1,145) ($45,089)

Education First ($836) ($930) ($999) ($1,083) ($1,124) ($44,294)

Twenty 120 ($3) ($21) ($21) ($795)

Net New Revenue (000s) $1,255 $1,395 $1,501 $1,650 $1,711 $67,407

Education First $1,255 $1,395 $1,498 $1,624 $1,685 $66,441

Twenty 120 $3 $26 $26 $966

Bond Payment (000s) [2] $0 $0 $0 $1,618 $1,618 $48,530

+ 1.5 DCR (000s) $0 $0 $0 $2,427 $2,427 ($2,819)

Actual Debt Coverage Ratio -N/A- -N/A- -N/A- 1.02 1.06 1.44

Construction Related $500 $1,147 $919 $4 $0 $2,570

[1] Includes an annual wage inflator of 1.5% for EF beginning in 2018; Twenty' 20 in 2014

[2] Assumes $25 million bond issued in FY-2015 at 5% interest (fixed); 30 years; biannual payments

Source: EF I HYM and RKG Associates, Inc.

D. Public Infrastructure Investment

1. Cost Review

Keville Enterprises reviewed the following documentation provided by the Applicant for reasonableness and scope completeness.

• Summary of Costs: Public Infrastructure Improvements, with a total of $66,683,719, • North Point Sewer Bypass Route 2, totaling $5,590,736.60, • HYM Northpoint Parcel N - Site Package, dated 6/26/2013, totaling $5,710,179, • O'Brien Highway, First St Extension and Cambridge St - Pre 25% Design Phase

Opinion of -Probable Cost, dated 10/25/2013, totaling $12,021,287.13. • Northpoint Utility and On-Site Roadways Draft Conceptual Budget, dated 10/22/2013,

totaling $30,383,663.

The review and recommendations, as presented below, conclude with a cost estimate approximately $1.1 million (1.7 percent) less than submitted by the Applicant, although some backup data was not available and could not be addressed. This finding provides the basis for

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This test shows that net revenue from on-going operations would not cover debt service plus the mandated 1.5 DCR until FY-2041 (Bond Year 26), and the overall DCR would be 1.44. Assuming net revenue accrues in the first three years prior to the first bond payment coupled with construction-related revenues, the shortfall would be minimized by the on-going balance for ten years, but over the 30-year term a negative balance of -$2.8 million results. Should the Commissioner of Revenue consider a higher displacement factor than used in this sensitivity analysis, the Applicant would be forced to lower their bond request, or provide a commitment for new build-to-suit office user whose economic activity would augment that of EF’s at a higher displacement rate. Table I-21 – Sensitivity Model – EF’s Jobs at -40 Percent Displacement

D. Public Infrastructure Investment

1. Cost Review

Keville Enterprises reviewed the following documentation provided by the Applicant for reasonableness and scope completeness.

• Summary of Costs: Public Infrastructure Improvements, with a total of $66,683,719, • North Point Sewer Bypass Route 2, totaling $5,590,736.60, • HYM Northpoint Parcel N – Site Package, dated 6/26/2013, totaling $5,710,179, • O’Brien Highway, First St Extension and Cambridge St – Pre 25% Design Phase

Opinion of -Probable Cost, dated 10/25/2013, totaling $12,021,287.13. • Northpoint Utility and On-Site Roadways Draft Conceptual Budget, dated 10/22/2013,

totaling $30,383,663.

The review and recommendations, as presented below, conclude with a cost estimate approximately $1.1 million (1.7 percent) less than submitted by the Applicant, although some backup data was not available and could not be addressed. This finding provides the basis for

Fiscal Year 2013 2014 2015 2016 2017 Total/AVGEmployment 708 833 885 1,000 1,075 34,601

Education First 708 833 880 960 1,035 33,396Twenty |20 5 40 40 1,205

Gross Taxes (000s) $2,091 $2,324 $2,503 $2,754 $2,856 $112,495Education First $2,091 $2,324 $2,497 $2,707 $2,809 $110,735

Twenty |20 $6 $47 $47 $1,760Displaced Taxes (000s) ($836) ($930) ($1,001) ($1,104) ($1,145) ($45,089)

Education First ($836) ($930) ($999) ($1,083) ($1,124) ($44,294)Twenty |20 ($3) ($21) ($21) ($795)

Net New Revenue (000s) $1,255 $1,395 $1,501 $1,650 $1,711 $67,407Education First $1,255 $1,395 $1,498 $1,624 $1,685 $66,441

Twenty |20 $3 $26 $26 $966Bond Payment (000s) [2] $0 $0 $0 $1,618 $1,618 $48,530

+ 1.5 DCR (000s) $0 $0 $0 $2,427 $2,427 ($2,819)Actual Debt Coverage Ratio -N/A- -N/A- -N/A- 1.02 1.06 1.44

Construction Related $500 $1,147 $919 $4 $0 $2,570[1] Includes an annual wage inflator of 1.5% for EF beginning in 2018; Twenty|20 in 2014

[2] Assumes $25 mi l l ion bond i ssued in FY-2015 at 5% interest (fixed); 30 years ; biannual payments

Source: EF|HYM and RKG Associates , Inc.

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concluding that the public infrastructure costs reported in the Preliminary Application are reasonable.

A summary of hard costs is shown below. Soft costs, contingency and escalation are addressed separately, following the hard costs. Supporting documentation is found in Appendix B to this report.

a) Hard Costs 1. EF2 Raised Intersection and Multi-Use Path Extension:

Backup for construction cost of $500,000 was not available at the time of this review.

2. EF2 Roadway and Utility Work Associated: Backup for construction cost of $300,000 was not available at the time of this review.

3. Gilmore Bridge Elevated Pedestrian & Bicycle Connection, Child Street and Associated Infrastructure: GMP amount of $5,710,179 was provided at summary level, and a change order for $200,748 was also provided. Net total is $5,910,927 as carried in the Summary of Costs; however, due to lack of insufficient backup, these costs could not be reviewed.

4. Gore Street Sewer Connection: Sufficient information was provided to review the cost of this work, totaling $5,590,736. Pricing is based on the 3,460 ft of piping, excavating the road to a width of 24 ft.

• There is inconsistency in the depth of excavation and backfill. Soil is excavated to 9 ft deep, while crushed stone bedding and gravel backfill total shows 4.8 ft of depth. For the purposes of this review, we assumed that the average total depth of excavation is 6 ft.

• 5.5in thick asphalt paving yields 2,800 tons of paving removal and replacement, in lieu of the 1,570 tons.

• One labor foreman is deemed to be sufficient.

Reduction in excavation depth and increase in asphalt tonnage reduced the crew-hr from 1,920 hrs (240 days) to 1,712 hrs (214 days). Several unit prices have also been revised. Total cost is reduced to $4,217,665, a saving of $1,373,071.

Revised estimate with recommended changes is included in Appendix B 1. 5. Reconstruction of Msgr O'Brien Hwy: Underground Utilities:

The backup provided for review total cost is $3,156,145. Shifting the system interconnect cost of $300,000 and a portion of the contaminated soil disposal cost ($100,315) from item 6 below, and adding the $300,000 mobilization cost to this item matched the backup total to the summary amount of $3,856,461. At this point, we were able to start reviewing the costs.

Unit prices of items with subtotals greater than $75,000 (84% of total direct costs) were reviewed for reasonableness. Majority of the unit prices appeared to be reasonable. Some of the items that require attention are:

• Following item's unit price should match the ones used in item #7:

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concluding that the public infrastructure costs reported in the Preliminary Application are reasonable. A summary of hard costs is shown below. Soft costs, contingency and escalation are addressed separately, following the hard costs. Supporting documentation is found in Appendix B to this report.

a) Hard Costs 1. EF2 Raised Intersection and Multi-Use Path Extension: Backup for construction cost of $500,000 was not available at the time of this review.

2. EF2 Roadway and Utility Work Associated: Backup for construction cost of $300,000 was not available at the time of this review.

3. Gilmore Bridge Elevated Pedestrian & Bicycle Connection, Child Street and Associated Infrastructure:

GMP amount of $5,710,179 was provided at summary level, and a change order for $200,748 was also provided. Net total is $5,910,927 as carried in the Summary of Costs; however, due to lack of insufficient backup, these costs could not be reviewed.

4. Gore Street Sewer Connection: Sufficient information was provided to review the cost of this work, totaling $5,590,736.

Pricing is based on the 3,460 ft of piping, excavating the road to a width of 24 ft.

• There is inconsistency in the depth of excavation and backfill. Soil is excavated to 9 ft deep, while crushed stone bedding and gravel backfill total shows 4.8 ft of depth. For the purposes of this review, we assumed that the average total depth of excavation is 6 ft.

• 5.5in thick asphalt paving yields 2,800 tons of paving removal and replacement, in lieu of the 1,570 tons.

• One labor foreman is deemed to be sufficient.

Reduction in excavation depth and increase in asphalt tonnage reduced the crew-hr from 1,920 hrs (240 days) to 1,712 hrs (214 days). Several unit prices have also been revised. Total cost is reduced to $4,217,665, a saving of $1,373,071.

Revised estimate with recommended changes is included in Appendix B1. 5. Reconstruction of Msgr O’Brien Hwy: Underground Utilities: The backup provided for review total cost is $3,156,145. Shifting the system interconnect

cost of $300,000 and a portion of the contaminated soil disposal cost ($100,315) from item 6 below, and adding the $300,000 mobilization cost to this item matched the backup total to the summary amount of $3,856,461. At this point, we were able to start reviewing the costs.

Unit prices of items with subtotals greater than $75,000 (84% of total direct costs) were reviewed for reasonableness. Majority of the unit prices appeared to be reasonable. Some of the items that require attention are:

• Following item’s unit price should match the ones used in item #7:

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Hot mix asphalt and base course,

• Electric and telephone ductbank workaround allowance for each is increased to $250,000 from $100,000 due to the heavy congestion in the area. Some of the ductbanks may have to be relocated as well.

• Allowance for temporary traffic management and police services should also be added to support the underground utilities work.

After making the adjustments listed above, total price is increased to $4,534,965, an additional $678,504. Revised estimate with recommended changes are included in Appendix B2

6. Reconstruction of Msgr O'Brien Hwy: Roadway Improvements: The backup provided for review total cost was $7,672,512.50. Shifting the system interconnect cost of $300,000 and a portion of the contaminated soil disposal cost ($100,315) to item 5 above matched the backup total to the summary amount of $7,272,197. At this point, we were able to start reviewing the costs.

Unit prices of items with subtotals greater than $75,000 (84% of total direct costs) were reviewed for reasonableness. Majority of the unit prices appeared to be reasonable. Some of the items that require attention are:

• Following items' unit prices should match the ones used in item #7: Gravel borrow, Dense graded crushed stone, Hot mix asphalt and base course, Granite curb, Concrete sidewalk.

• Traffic signal reconstruction costs total $1,550,000. Temporary traffic signal location costs total $250,000. Temporary traffic management cost is an additional $350,000. We would recommend that these costs are verified by a third party traffic consultant.

• Police services allowance of $500,000 appears to be reasonable at this time. Durations should be confirmed during phasing and scheduling process.

After making the adjustments listed above, total price is reduced to $7,034,772, a saving of $237,424. Revised estimate with recommended changes are included in Appendix B2.

7. Multi-Use Path Connection, On-Site Roadways, Green Space & Utility Segments: There are six streets and the general sitework included in this item. There are two minor corrections that need to be mentioned here. First, there are two replicate Granite Curb entries in West Blvd. Second, unit price of Backfill with imported material item in North First Street was $34/cy as opposed to $30/cy in all other applications and locations. Both discrepancies have been rectified.

Unit prices of items with subtotals greater than $100,000 (94% of total direct costs) were reviewed for reasonableness. Majority of the unit prices appeared to be reasonable. Some of the items of concern are:

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Hot mix asphalt and base course,

• Electric and telephone ductbank workaround allowance for each is increased to $250,000 from $100,000 due to the heavy congestion in the area. Some of the ductbanks may have to be relocated as well.

• Allowance for temporary traffic management and police services should also be added to support the underground utilities work.

After making the adjustments listed above, total price is increased to $4,534,965, an additional $678,504. Revised estimate with recommended changes are included in Appendix B2

6. Reconstruction of Msgr O’Brien Hwy: Roadway Improvements: The backup provided for review total cost was $7,672,512.50. Shifting the system

interconnect cost of $300,000 and a portion of the contaminated soil disposal cost ($100,315) to item 5 above matched the backup total to the summary amount of $7,272,197. At this point, we were able to start reviewing the costs.

Unit prices of items with subtotals greater than $75,000 (84% of total direct costs) were reviewed for reasonableness. Majority of the unit prices appeared to be reasonable. Some of the items that require attention are:

• Following items’ unit prices should match the ones used in item #7: Gravel borrow, Dense graded crushed stone, Hot mix asphalt and base course, Granite curb, Concrete sidewalk.

• Traffic signal reconstruction costs total $1,550,000. Temporary traffic signal location costs total $250,000. Temporary traffic management cost is an additional $350,000. We would recommend that these costs are verified by a third party traffic consultant.

• Police services allowance of $500,000 appears to be reasonable at this time. Durations should be confirmed during phasing and scheduling process.

After making the adjustments listed above, total price is reduced to $7,034,772, a saving of $237,424. Revised estimate with recommended changes are included in Appendix B2.

7. Multi-Use Path Connection, On-Site Roadways, Green Space & Utility Segments: There are six streets and the general sitework included in this item. There are two minor

corrections that need to be mentioned here. First, there are two replicate Granite Curb entries in West Blvd. Second, unit price of Backfill with imported material item in North First Street was $34/cy as opposed to $30/cy in all other applications and locations. Both discrepancies have been rectified.

Unit prices of items with subtotals greater than $100,000 (94% of total direct costs) were reviewed for reasonableness. Majority of the unit prices appeared to be reasonable. Some of the items of concern are:

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• Relocation of surcharge pile is assumed to be for 90,000 cy of clean fill material. First, all fill listed in the estimate, including backfilling with imported materials, crushed stone bedding etc. total 21,000 cy. Unless backup is provided for the 90,000 cy of fill material, we recommend using 21,000cy. Also, relocating eight times appears to be excessive; four times would be sufficient when phasing is still unknown. $150,000 per relocation is revised to $35,000, using the ratio of 21/90.

• Under site electrical, trench excavation/backfill unit price for both the electrical conduits and site lighting conduits should be the same.

• Under site electrical, conduits in ductbanks are assumed to be 5" PVC, and site electrical conduits are assume to be 3" RGS. Unit pricing for both have been adjusted upward.

• We assume that green island and retail plaza landscaping unit price of $50/sf also includes hardscaping.

Incorporating the above changes reduced the total cost to $22,735,643, a saving of $4,080,021. Revised estimate with recommended changes are included in Appendix B3.

General conditions/fee/insurance rate of 10% appear to be reasonable.

The estimate does not include costs for the following items: • Traffic signal work, • Handling or disposal of contaminated soil, • Bulk excavation/site cuts/fills for the parcels, • Furnishing and installation of wiring, • Furnishing and installation of gas piping, valves and connections, (excavation and

backfill are included). In order to cover the potential costs for these items, we recommend increasing the CM and design contingencies from 13.3% to 18.5%. Additional $1,172,000 would be sufficient to cover these costs.

b) Soft Costs 8. Soft costs for items #1, 2, 4, 5, 6 and 7 is 25% of hard costs. Percentage applied for item

#3 is 13.28%. It is unclear why the soft cost ratio is nearly half of the other items. We presume soft costs include engineering, design, inspection and the Clients' construction management costs, and therefore, the ratios used appear to be reasonable.

Contingency —

9. Contingency for items #1, 2, 4, 5 and 6 is 5% of hard costs. Percentages applied for item #3 is about 2.1%, and for item #7 is about 13.3%. Overall average contingency appears to be 11.4% of total hard costs. As the O'Brien Highway road and underground work is not fully designed, and unforeseen conditions are likely, we recommend increasing the contingency of items 5 and 6 from 5% to 10%. Contingency for item #7 was mentioned earlier.

Escalation —

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• Relocation of surcharge pile is assumed to be for 90,000 cy of clean fill material. First, all fill listed in the estimate, including backfilling with imported materials, crushed stone bedding etc. total 21,000 cy. Unless backup is provided for the 90,000 cy of fill material, we recommend using 21,000cy. Also, relocating eight times appears to be excessive; four times would be sufficient when phasing is still unknown. $150,000 per relocation is revised to $35,000, using the ratio of 21/90.

• Under site electrical, trench excavation/backfill unit price for both the electrical conduits and site lighting conduits should be the same.

• Under site electrical, conduits in ductbanks are assumed to be 5” PVC, and site electrical conduits are assume to be 3” RGS. Unit pricing for both have been adjusted upward.

• We assume that green island and retail plaza landscaping unit price of $50/sf also includes hardscaping.

Incorporating the above changes reduced the total cost to $22,735,643, a saving of $4,080,021. Revised estimate with recommended changes are included in Appendix B3.

General conditions/fee/insurance rate of 10% appear to be reasonable.

The estimate does not include costs for the following items: • Traffic signal work, • Handling or disposal of contaminated soil, • Bulk excavation/site cuts/fills for the parcels, • Furnishing and installation of wiring, • Furnishing and installation of gas piping, valves and connections, (excavation and

backfill are included). In order to cover the potential costs for these items, we recommend increasing the CM and

design contingencies from 13.3% to 18.5%. Additional $1,172,000 would be sufficient to cover these costs.

b) Soft Costs 8. Soft costs for items #1, 2, 4, 5, 6 and 7 is 25% of hard costs. Percentage applied for item

#3 is 13.28%. It is unclear why the soft cost ratio is nearly half of the other items. We presume soft costs include engineering, design, inspection and the Clients’ construction management costs, and therefore, the ratios used appear to be reasonable.

Contingency –

9. Contingency for items #1, 2, 4, 5 and 6 is 5% of hard costs. Percentages applied for item #3 is about 2.1%, and for item #7 is about 13.3%. Overall average contingency appears to be 11.4% of total hard costs. As the O’Brien Highway road and underground work is not fully designed, and unforeseen conditions are likely, we recommend increasing the contingency of items 5 and 6 from 5% to 10%. Contingency for item #7 was mentioned earlier.

Escalation –

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10. Items 1 & 2 scope appear to have been completed; therefore, escalation is no longer applicable. Items 3 & 4 were estimated in 2013. Construction began the same year, and are currently ongoing projects, due to be complete in 2015. Escalation is, again, no longer applicable. Items 5 & 6 were estimated in 2013, and appear to be going under construction in 2017. 2% per annum escalation is included in the backup provided, but was not carried in the summary. We recommend 3% escalation per annum for the four years. Item #7, escalation was excluded from the estimate. We, again, recommend carrying 3% contingency from 2013, date of estimate, to 2017, commencing of construction.

In the Summary of Costs, there appears to be an error in the Grand Total. Hard Cost, Soft Cost and Contingency Totals appear to have left out item #5 costs. Additionally, escalation costs were included in the estimates but not incorporated into the summary level. To show these, the revised Summary of Costs includes three totals: as submitted, as submitted — corrected and Keville recommended total, as you see in In.

In summary, total construction cost as submitted was $66,683,719, of which $50,245,985 was hard costs. After thoroughly reviewing the available documents, we recommend reducing the hard cost total to $45,233,973; however, shifting of costs to contingency and escalation, the total construction cost remains steady at $65,531,073.

Revised summary of costs is included in Appendix B4.

E. Conclusion

The Developer is requesting $25 million in I-Cubed bond funding for key public infrastructure investments in order to facilitate the Project and to remove key barriers that currently limits its marketability, claiming that the infrastructure investment is needed to enhance the viability of the Project. This $25 million in public investment would also generate another $42 million in additional privately-financed, public-infrastructure and green space investment, plus another $1.5 billion (if not more) for building development, as NorthPoint is built-out over the next twenty years or so. The MBTA's planned $1.3 billion investment to extend the Green-Line and build a new elevated Lechmere Station at NorthPoint will be another key enhancement for the Project; however, its completion may be not be until 2017, although construction for this major transportation project should start soon as its funding was recently finalized.

While it is difficult to quantify a "value" for the infrastructure improvements, as each of the public-infrastructure investments would enhance the locational attributes of the Project and assist in creating a new "gateway" entrance that would be further enhanced by the new Lechmere Station. If it wasn't for the vision of the Developer to identify these specific "public" projects and requesting State funding to assist in financing them, the Project in its entirety would not likely be developed as quickly or as comprehensively as proposed. The project has faced a difficult market environment, competing for build-to-suit tenants at other more established developments, although none in Cambridge. Similarly, in order to attract quality residential development and tenants, the overall community environment needs to be complete and attractive. The public infrastructure that will be financed by the I-Cubed funding will play a critical role in allowing Northpoint to reach a critical mass from a market perspective.

This $25 million investment will serve to generate additional private-sector funds, which in turn would result in approximately $10 million (in 2014 dollars) in annual net revenue for the

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10. Items 1 & 2 scope appear to have been completed; therefore, escalation is no longer applicable. Items 3 & 4 were estimated in 2013. Construction began the same year, and are currently ongoing projects, due to be complete in 2015. Escalation is, again, no longer applicable. Items 5 & 6 were estimated in 2013, and appear to be going under construction in 2017. 2% per annum escalation is included in the backup provided, but was not carried in the summary. We recommend 3% escalation per annum for the four years. Item #7, escalation was excluded from the estimate. We, again, recommend carrying 3% contingency from 2013, date of estimate, to 2017, commencing of construction.

In the Summary of Costs, there appears to be an error in the Grand Total. Hard Cost, Soft Cost and Contingency Totals appear to have left out item #5 costs. Additionally, escalation costs were included in the estimates but not incorporated into the summary level. To show these, the revised Summary of Costs includes three totals: as submitted, as submitted – corrected and Keville recommended total, as you see in In.

In summary, total construction cost as submitted was $66,683,719, of which $50,245,985 was hard costs. After thoroughly reviewing the available documents, we recommend reducing the hard cost total to $45,233,973; however, shifting of costs to contingency and escalation, the total construction cost remains steady at $65,531,073.

Revised summary of costs is included in Appendix B4.

E. Conclusion The Developer is requesting $25 million in I-Cubed bond funding for key public infrastructure investments in order to facilitate the Project and to remove key barriers that currently limits its marketability, claiming that the infrastructure investment is needed to enhance the viability of the Project. This $25 million in public investment would also generate another $42 million in additional privately-financed, public-infrastructure and green space investment, plus another $1.5 billion (if not more) for building development, as NorthPoint is built-out over the next twenty years or so. The MBTA’s planned $1.3 billion investment to extend the Green-Line and build a new elevated Lechmere Station at NorthPoint will be another key enhancement for the Project; however, its completion may be not be until 2017, although construction for this major transportation project should start soon as its funding was recently finalized. While it is difficult to quantify a “value” for the infrastructure improvements, as each of the public-infrastructure investments would enhance the locational attributes of the Project and assist in creating a new “gateway” entrance that would be further enhanced by the new Lechmere Station. If it wasn’t for the vision of the Developer to identify these specific “public” projects and requesting State funding to assist in financing them, the Project in its entirety would not likely be developed as quickly or as comprehensively as proposed. The project has faced a difficult market environment, competing for build-to-suit tenants at other more established developments, although none in Cambridge. Similarly, in order to attract quality residential development and tenants, the overall community environment needs to be complete and attractive. The public infrastructure that will be financed by the I-Cubed funding will play a critical role in allowing Northpoint to reach a critical mass from a market perspective. This $25 million investment will serve to generate additional private-sector funds, which in turn would result in approximately $10 million (in 2014 dollars) in annual net revenue for the

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Commonwealth, indicating an excellent return on its upfront investment. This I-Cubed investment would also provide evidence to the broader real estate market that the Commonwealth is committed to a public partnership in this major economic development, which Education First has already commenced, that would transform a barren area of East Cambridge into an exciting new mixed-use neighborhood, complemented by a new Lechmere Station.

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Commonwealth, indicating an excellent return on its upfront investment. This I-Cubed investment would also provide evidence to the broader real estate market that the Commonwealth is committed to a public partnership in this major economic development, which Education First has already commenced, that would transform a barren area of East Cambridge into an exciting new mixed-use neighborhood, complemented by a new Lechmere Station.

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II. APPENDIX A - TABLES

Table II-1 — NorthPoint Project by District, Block, Use and Ownership

Table 11-2 — NorthPoint EDD — Property Assessment Summary

Figure II-1 — Location of Select Class A Apartments

Table 11-3 — Massachusetts Business and Employment Trends for Select Years

Table 11-4 — Cambridge: Business and Employment Trends for Select Years

Table 11-5 — Massachusetts Employment Forecasts (2012 — 2022)

Table 11-6 - Average Wage for Select Industry Sectors by Building Usage

Table 11-7 — EF and TwentyI20: Wages and Income Taxes from Operations (FY-2013 to 2045)

Table 11-8 - EF and TwentyI20 Net New & Construction Related Revenues (FY-2013 to 2045)

Table 11-9 — EF and TwentyI20: I-Cubed Bond Repayment Schedule

Table II-10 - EF and TwentyI20: Sensitivity Analysis Worksheet

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II. APPENDIX A - TABLES Table II-1 – NorthPoint Project by District, Block, Use and Ownership Table II-2 – NorthPoint EDD – Property Assessment Summary Figure II-1 – Location of Select Class A Apartments Table II-3 – Massachusetts Business and Employment Trends for Select Years Table II-4 – Cambridge: Business and Employment Trends for Select Years Table II-5 – Massachusetts Employment Forecasts (2012 – 2022) Table II-6 - Average Wage for Select Industry Sectors by Building Usage Table II-7 – EF and Twenty|20: Wages and Income Taxes from Operations (FY-2013 to 2045) Table II-8 - EF and Twenty|20 Net New & Construction Related Revenues (FY-2013 to 2045) Table II-9 – EF and Twenty|20: I-Cubed Bond Repayment Schedule Table II-10 - EF and Twenty|20: Sensitivity Analysis Worksheet

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Table 11-1 - NorthPoint Project by District, Block, Use and Ownership

Land Area Total

Block [1] % in EDD EDD Land Bldg SF Comm SF Res SF Res Units

%Total %Toal

Comm Res

Commercial

Use

Prop.

Retail [1]

# of Jobs # of Jobs

at C-B at R-B

Bldg SF or

Unit/Job

AVG

Salary Parcel Ownership

EF 1 50,266 100% 50,266 265,000 265,000 10% 0% School 654 405 $47,000 Efekta School

EF 2 55,091 100% 55,091 295,000 295,000 11% 0% Office 381 774 $47,000 Efekta House

N - U/C 61,000 100% 61,000 394,000 8,000 386,000 355 0% 13% Retail/Rest 8,000 32 8 250 $40,000 NP Parcel N Owners LLC

NorthPoint

(rest) 909,500 77% 697,000 4,497,262 2,012,000 2,485,262 2,477 78% 87% 142,000 8,049 253 $50,963 Mixed

B 55,000 85% 46,750 120,000 120,000 Retail/Fitness A-TBD 480 250 $70,000 CJUF III Northpoint III

I 100,000 100% 100,000 440,000 132,000 308,000 300 Hotel/Rest R-TBD 529 30 250 $40,000 CJUF III Northpoint III

Q 97,500 100% 97,500 155,000 155,000 Office R-TBD 620 250 $70,000 MBTA per CJUF III agrmt

R 44,000 100% 44,000 140,000 140,000 140 R-TBD 14 0.1 $40,000 MBTA per CJUF III agrmt

U 45,000 100% 45,000 320,000 320,000 Office Not-P 1,280 250 $70,000 CJUF III Northpoint III

V 61,000 100% 61,000 181,855 181,855 182 R-TBD 19 0.1 $40,000 MBTA per CJUF III agrmt

Retail

Square 402,500 98% 394,250 1,356,855 727,000 629,855 622 28% 22% 2,909 63 250 $63,852

E 44,000 0% 0 300,000 300,000 Lab/Biotech Not-P 1,200 250 $70,000 CJUF III Northpoint III

F 39,000 40% 15,600 240,000 240,000 Lab/Biotech Not-P 960 250 $70,000 CJUF III Northpoint III

G 47,000 35% 16,450 445,000 445,000 Office Not-P 1,780 250 $70,000 CJUF III Northpoint III

H 81,000 60% 48,600 300,000 300,000 Office A-TBD 1,200 250 $70,000 CJUF III & Option w/ B&M

Commer-

cial Spine 211,000 38% 80,650 1,285,000 1,285,000 50% 0% 5,140 250 $70,000

1 29,000 85% 24,650 280,000 280,000 280 A-TBD 29 0.10 $40,000 CJUF III Northpoint III

K 29,000 60% 17,400 240,000 240,000 240 A-TBD 24 0.10 $40,000 CJUF III Northpoint III

L 29,000 100% 29,000 280,000 280,000 280 A-TBD 29 0.10 $40,000 CJUF III Northpoint III

M 29,000 100% 29,000 205,000 205,000 205 R-TBD 21 0.10 $40,000 CJUF III Northpoint III

Residen-

tial Park 116,000 86% 100,050 1,005,000 1,005,000 1,005 0% 35% 103 0.10 $40,000

A 109,000 70% 76,300 360,407 360,407 360 A-TBD 37 0.10 $40,000 CJUF III Northpoint III

C 40,000 95% 38,000 245,000 245,000 245 A-TBD 25 0.10 $40,000 CJUF III Northpoint III

D 31,000 25% 7,750 245,000 245,000 245 A-TBD 25 0.10 $40,000 CJUF III Northpoint III

Infill Res-

idential 180,000 68% 122,050 850,407 850,407 850 0% 30% 87 0.10 $40,000

Total 1,075,857 80% 863,357 5,451,262 2,580,000 2,871,262 2,832 100% 100% 150,000 9,116 261 283 $50,479

Note: Totals per District are from Exhibit 12, but they don't add-up based on the figures presented

[1] Proposed Retail: R-TBD: Required, amount to be determined; A-TBD: Allowed, amount to be determined; Not-P: Not Proposed

Source: North Point I-Cubed Proposal

• Approximately 5,000 parking space (rounded) mixed in garage and street spaces is also required as part of the Master Plan.

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Table II-1 – NorthPoint Project by District, Block, Use and Ownership

• Approximately 5,000 parking space (rounded) mixed in garage and street spaces is also required as part of the Master Plan.

BlockLand Area

[1] % in EDD EDD LandTotal

Bldg SF Comm SF Res SF Res Units% Total Comm

% Toal Res

Commercial Use

Prop. Retail [1]

# of Jobs at C-B

# of Jobs at R-B

Bldg SF or Unit/Job

AVG Salary Parcel Ownership

EF 1 50,266 100% 50,266 265,000 265,000 10% 0% School 654 405 $47,000 Efekta SchoolEF 2 55,091 100% 55,091 295,000 295,000 11% 0% Office 381 774 $47,000 Efekta House

N - U/C 61,000 100% 61,000 394,000 8,000 386,000 355 0% 13% Retail/Rest 8,000 32 8 250 $40,000 NP Parcel N Owners LLCNorthPoint

(rest) 909,500 77% 697,000 4,497,262 2,012,000 2,485,262 2,477 78% 87% 142,000 8,049 253 $50,963 MixedB 55,000 85% 46,750 120,000 120,000 Retail/Fitness A-TBD 480 250 $70,000 CJUF III Northpoint IIII 100,000 100% 100,000 440,000 132,000 308,000 300 Hotel/Rest R-TBD 529 30 250 $40,000 CJUF III Northpoint IIIQ 97,500 100% 97,500 155,000 155,000 Office R-TBD 620 250 $70,000 MBTA per CJUF III agrmtR 44,000 100% 44,000 140,000 140,000 140 R-TBD 14 0.1 $40,000 MBTA per CJUF III agrmtU 45,000 100% 45,000 320,000 320,000 Office Not-P 1,280 250 $70,000 CJUF III Northpoint IIIV 61,000 100% 61,000 181,855 181,855 182 R-TBD 19 0.1 $40,000 MBTA per CJUF III agrmt

Retail Square 402,500 98% 394,250 1,356,855 727,000 629,855 622 28% 22% 2,909 63 250 $63,852

E 44,000 0% 0 300,000 300,000 Lab/Biotech Not-P 1,200 250 $70,000 CJUF III Northpoint IIIF 39,000 40% 15,600 240,000 240,000 Lab/Biotech Not-P 960 250 $70,000 CJUF III Northpoint IIIG 47,000 35% 16,450 445,000 445,000 Office Not-P 1,780 250 $70,000 CJUF III Northpoint IIIH 81,000 60% 48,600 300,000 300,000 Office A-TBD 1,200 250 $70,000 CJUF III & Option w/ B&M

Commer-cial Spine 211,000 38% 80,650 1,285,000 1,285,000 50% 0% 5,140 250 $70,000

J 29,000 85% 24,650 280,000 280,000 280 A-TBD 29 0.10 $40,000 CJUF III Northpoint IIIK 29,000 60% 17,400 240,000 240,000 240 A-TBD 24 0.10 $40,000 CJUF III Northpoint IIIL 29,000 100% 29,000 280,000 280,000 280 A-TBD 29 0.10 $40,000 CJUF III Northpoint IIIM 29,000 100% 29,000 205,000 205,000 205 R-TBD 21 0.10 $40,000 CJUF III Northpoint III

Residen-tial Park 116,000 86% 100,050 1,005,000 1,005,000 1,005 0% 35% 103 0.10 $40,000

A 109,000 70% 76,300 360,407 360,407 360 A-TBD 37 0.10 $40,000 CJUF III Northpoint IIIC 40,000 95% 38,000 245,000 245,000 245 A-TBD 25 0.10 $40,000 CJUF III Northpoint IIID 31,000 25% 7,750 245,000 245,000 245 A-TBD 25 0.10 $40,000 CJUF III Northpoint III

Infill Res-idential 180,000 68% 122,050 850,407 850,407 850 0% 30% 87 0.10 $40,000

Total 1,075,857 80% 863,357 5,451,262 2,580,000 2,871,262 2,832 100% 100% 150,000 9,116 261 283 $50,479Note: Tota ls per Dis trict are from Exhibi t 12, but they don't add-up based on the figures presented

[1] Proposed Reta i l : R-TBD: Required, amount to be determined; A-TBD: Al lowed, amount to be determined; Not-P: Not Proposed

Source: NorthPoint I-Cubed Proposa l

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Table 11-2 — NorthPoint EDD — Property Assessment Summary

Parcel ID Address Owner Property Class

Land Area Gross Bldg

in SF (L SF) SF Year Land Asmt

Land

$/L SF Total Asmt

Total

$/B SF

1A-105 1 Education Street Efekta Schools, Inc. Inv-Office 50,266 236,274 1997 $10,505,600 $209 $50,378,500 $213

1A-172 8 Education Street Efekta House, Inc. Inv-Office 55,091 272,505 2012 $19,756,000 $359 $70,742,100 $260

EF Total 105,357 508,779 $30,261,600 $287 $121,120,600 $238

1A-174 10-40 Child Street NP Parcel N Owner LLC >8 Unit-Apt 49,284 482,000 2013 $13,407,300 $272 $35,388,900 $73

1A-175 0 Charlestown Avenue CJUF III Northpoint LLC Multiuse-Res 31,899 $1,882,800 $59 $1,882,800

1A-30 22R Charlestown AvenuICJUF III Northpoint LLC Multiuse-Res 219,128 $12,695,300 $58 $12,695,300

1A-177 32R Charlestown AvenuICJUF III Northpoint LLC Multiuse-Res 1,050,817 $62,019,800 $59 $62,019,800

Subtotal North Point 1,301,844 $76,597,900 $59 $76,597,900

20-104 143 Cambridge Street MBTA Trans. Auth 72,742 9,312 1900 $12,162,500 $167 $12,306,800

1A-98 115 Mons. OBrien Hwy MBTA Vac-Trans Auth 34,200 $1,197,000 $35 $1,197,000

1A-12 125 Mons. OBrien Hwy MBTA Vac-Trans Auth 12,201 $2,021,400 $166 $2,021,400

1A-38 125 Mons. OBrien Hwy MBTA Vac-Trans Auth 105,637 $5,281,900 $50 $5,281,900

Subtotal MBTA 224,780 9,312 $20,662,800 $92 $20,807,100

Total Cambridge Total 1,681,265 1,000,091 $140,929,600 $84 $253,914,500

202190055 Austin Street CJUF III Northpoint LLC Comm Land 35,268 $160,500 $5 $160,500

202190075 Austin Street Boston & Maine Corp Comm Land 24,850 $112,800 $5 $112,800

Boston Total 60,118 $273,300 $5 $273,300

117/A/ 3/ 0 INNER BELT RD CJUF III Northpoint LLC IND LD DV 14,050 $1,295,100 $92 $1,295,100

117/ A/ 2/ / 0 INNER BELT RD CJUF III Northpoint LLC IND LD DV 198,320 $8,626,600 $43 $8,626,600

Somerville Total 212,370 $9,921,700 $47 $9,921,700

Overall Total 1,953,753 1,000,091 $151,124,600 $77 $264,109,500

Rest of NorthPoint, Only 1,799,112 491,312 $107,455,700 $60 $107,600,000

Source: Assessors in Cambridge; Boston &Somerville & RKG Associates, Inc.

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Table II-2 – NorthPoint EDD – Property Assessment Summary

Parcel ID Address Owner Property ClassLand Area

in SF (L SF)Gross Bldg

SF Year Land AsmtLand

$/L SF Total AsmtTotal

$/B SF1A-105 1 Education Street Efekta Schools, Inc. Inv-Office 50,266 236,274 1997 $10,505,600 $209 $50,378,500 $2131A-172 8 Education Street Efekta House, Inc. Inv-Office 55,091 272,505 2012 $19,756,000 $359 $70,742,100 $260

EF Total 105,357 508,779 $30,261,600 $287 $121,120,600 $2381A-174 10-40 Child Street NP Parcel N Owner LLC >8 Unit-Apt 49,284 482,000 2013 $13,407,300 $272 $35,388,900 $731A-175 0 Charlestown Avenue CJUF III Northpoint LLC Multiuse-Res 31,899 $1,882,800 $59 $1,882,8001A-30 22R Charlestown AvenueCJUF III Northpoint LLC Multiuse-Res 219,128 $12,695,300 $58 $12,695,3001A-177 32R Charlestown AvenueCJUF III Northpoint LLC Multiuse-Res 1,050,817 $62,019,800 $59 $62,019,800

Subtotal NorthPoint 1,301,844 $76,597,900 $59 $76,597,90020-104 143 Cambridge Street MBTA Trans. Auth 72,742 9,312 1900 $12,162,500 $167 $12,306,8001A-98 115 Mons. OBrien Hwy MBTA Vac-Trans Auth 34,200 $1,197,000 $35 $1,197,0001A-12 125 Mons. OBrien Hwy MBTA Vac-Trans Auth 12,201 $2,021,400 $166 $2,021,4001A-38 125 Mons. OBrien Hwy MBTA Vac-Trans Auth 105,637 $5,281,900 $50 $5,281,900

Subtotal MBTA 224,780 9,312 $20,662,800 $92 $20,807,100

Total Cambridge Total 1,681,265 1,000,091 $140,929,600 $84 $253,914,500202190055 Austin Street CJUF III Northpoint LLC Comm Land 35,268 $160,500 $5 $160,500202190075 Austin Street Boston & Maine Corp Comm Land 24,850 $112,800 $5 $112,800

Boston Total 60,118 $273,300 $5 $273,300117/ A/ 3/ 0 INNER BELT RD CJUF III Northpoint LLC IND LD DV 14,050 $1,295,100 $92 $1,295,100117/ A/ 2/ / 0 INNER BELT RD CJUF III Northpoint LLC IND LD DV 198,320 $8,626,600 $43 $8,626,600

Somerville Total 212,370 $9,921,700 $47 $9,921,700Overall Total 1,953,753 1,000,091 $151,124,600 $77 $264,109,500

Rest of NorthPoint, Only 1,799,112 491,312 $107,455,700 $60 $107,600,000Source: Assessors in Cambridge; Boston & Somervi l le & RKG Associates , Inc.

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Figure II-2 – Location of Select Class A Apartments

RKG Associates, Inc. Page 37

ReisReports Rent Com parables (Monthly Data) Prepared by Frederick Pulitzer Apartment - August, 2014 Clearly Objective. Metro: Boston

.LLSTON

,..,..._/.~ -BRIGHTON ,.,.

Section 7- Comparable Group Locations

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'! PROSPECT t SOMERVIUJ 1

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-fiLL Coolidge Corner

lhls report Ms been generaled CO! the exetusNe use or Fredertek PulitZer OfRKG Associates, tne,

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Page5

The u;e, clstribution Md d~play <lith~ reporl and any of the Information cqotafoe;d here-in are lUbjec11o the Term' i1nd CondH~ru at Rtl~e~,.~om,

NorthPoint I-Cubed Independent Review January 9, 2015

Table 11-3 - Massachusetts Business and Employment Trends for Select Years

# of Businesses #A %A Average Annual Employment #A %A Select Industry Sector 2001 2007 2013 2001-07 2007-13 2001-07 2007-13 2001 2007 2013 2001-07 2007-13 2001-07 2007-13

Construction 17,619 21,193 18,162 3,574 (3,031) 20% -14% 138,710 137,816 122,652 (894) (15,164) -0.6% -11.0%

Manufacturing 9,608 7,937 6,998 (1,671) (939) -17% -12% 389,232 295,264 250,615 (93,968) (44,649) -24% -15%

Chemical Manufacturing 365 362 303 (3) (59) -1% -16% 17,965 18,299 16,925 334 (1,374) 2% -8%

Pharmaceutical & Medicine Manufacturing 85 98 73 13 (25) 15% -26% 7,794 9,180 9,323 1,386 143 18% 2%

Computer and Electronic Product Mfg 992 808 740 (184) (68) -19% -8% 101,659 70,880 57,304 (30,779) (13,576) -30% -19%

Retail Trade 24,799 23,934 23,591 (865) (343) -3% -1% 358,869 349,113 347,339 (9,756) (1,774) -3% -1%

Food and Beverage Stores 4,339 4,609 4,763 270 154 6% 3% 92,050 89,262 98,113 (2,788) 8,851 -3% 10%

Health and Personal Care Stores 1,718 1,693 2,407 (25) 714 -1% 42% 26,362 27,278 26,916 916 (362) 3% -1%

Clothing and Clothing Accessories Stores 3,511 3,398 3,363 (113) (35) -3% -1% 39,493 40,792 34,746 1,299 (6,046) 3% -15%

Sporting Goods, Hobby, Book, and Music Stores 1,858 1,565 1,360 (293) (205) -16% -13% 19,478 17,269 15,155 (2,209) (2,114) -11% -12%

Miscellaneous Store Retailers 3,202 2,763 2,372 (439) (391) -14% -14% 24,873 19,936 18,368 (4,937) (1,568) -20% -8%

Information 4,678 3,753 4,134 (925) 381 -20% 10% 111,518 87,873 85,973 (23,645) (1,900) -21% -2%

Finance and Insurance 9,103 10,111 9,665 1,008 (446) 11% -4% 183,134 181,501 164,957 (1,633) (16,544) -1% -9%

Real Estate and Rental and Leasing 6,312 6,970 6,401 658 (569) 10% -8% 44,847 43,723 41,973 (1,124) (1,750) -3% -4%

Professional and Technical Services 25,717 27,483 29,172 1,766 1,689 7% 6% 244,148 247,802 274,871 3,654 27,069 1% 11%

Computer Systems Design and Rel Services 5,448 5,729 6,928 281 1,199 5% 21% 60,145 51,580 68,952 (8,565) 17,372 -14% 34%

Management &Technical Consulting Svc 5,543 5,983 5,734 440 (249) 8% -4% 32,888 34,408 40,580 1,520 6,172 5% 18%

Scientific Research and Development Svc 1,153 1,245 1,688 92 443 8% 36% 33,319 40,930 50,610 7,611 9,680 23% 24%

Management of Companies and Enterprises 1,075 1,110 1,339 35 229 3% 21% 71,925 61,253 64,295 (10,672) 3,042 -15% 5%

Administrative and Waste Services 10,746 11,348 11,597 602 249 6% 2% 168,382 173,201 168,242 4,819 (4,959) 3% -3%

Administrative and Support Services 10,187 10,660 10,862 473 202 5% 2% 160,113 163,336 157,602 3,223 (5,734) 2% -4

Education and Health Services 17,440 18,695 47,283 1,255 28,588 7% 153% 521,226 592,962 696,062 71,736 103,100 14% 17%

Educational Services 2,038 2,566 3,232 528 666 26% 26% 111,914 124,539 133,300 12,625 8,761 11% 7%

Ambulatory Health Care Services 10,041 10,448 10,589 407 141 4% 1% 121,290 135,687 164,995 14,397 29,308 12% 22%

Nursing and Residential Care Facilities 1,922 1,969 2,169 47 200 2% 10% 87,560 94,737 101,050 7,177 6,313 8% 7%

Leisure and Hospitality 16,800 18,301 19,555 1,501 1,254 9% 7% 279,072 302,547 334,755 23,475 32,208 8% 11%

Accommodation 1,218 1,181 1,197 (37) 16 -3% 1% 35,612 33,941 33,704 (1,671) (237) -5% -1%

Food Services and Drinking Places 12,996 14,113 15,043 1,117 930 9% 7% 201,904 220,469 248,945 18,565 28,476 9% 13%

Other Services 24,632 33,991 20,142 9,359 (13,849) 38% -41% 112,377 125,722 111,325 13,345 (14,397) 12% -11%

Total (Private) 187,863 205,702 216,761 17,839 11,059 9% 5% 2,861,703 2,826,249 2,877,778 (35,454) 51,529 -1% 2%

Government 5,684 6,141 6,906 457 765 8% 12% 414,400 409,869 419,154 (4,531) 9,285 -1% 2%

Total All Industry 193,547 211,843 223,667 18,296 11,824 9% 6% 3,276,103 3,236,118 3,296,932 (39,985) 60,814 -1% 2%

Source: MA EOL&WD and RKG Associates, Inc.

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Table II-3 – Massachusetts Business and Employment Trends for Select Years

Select Industry Sector 2001 2007 2013 2001-07 2007-13 2001-07 2007-13 2001 2007 2013 2001-07 2007-13 2001-07 2007-13Construction 17,619 21,193 18,162 3,574 (3,031) 20% -14% 138,710 137,816 122,652 (894) (15,164) -0.6% -11.0%Manufacturing 9,608 7,937 6,998 (1,671) (939) -17% -12% 389,232 295,264 250,615 (93,968) (44,649) -24% -15% Chemical Manufacturing 365 362 303 (3) (59) -1% -16% 17,965 18,299 16,925 334 (1,374) 2% -8%

Pharmaceutical & Medicine Manufacturing 85 98 73 13 (25) 15% -26% 7,794 9,180 9,323 1,386 143 18% 2% Computer and Electronic Product Mfg 992 808 740 (184) (68) -19% -8% 101,659 70,880 57,304 (30,779) (13,576) -30% -19% Retail Trade 24,799 23,934 23,591 (865) (343) -3% -1% 358,869 349,113 347,339 (9,756) (1,774) -3% -1%

Food and Beverage Stores 4,339 4,609 4,763 270 154 6% 3% 92,050 89,262 98,113 (2,788) 8,851 -3% 10%Health and Personal Care Stores 1,718 1,693 2,407 (25) 714 -1% 42% 26,362 27,278 26,916 916 (362) 3% -1%

Clothing and Clothing Accessories Stores 3,511 3,398 3,363 (113) (35) -3% -1% 39,493 40,792 34,746 1,299 (6,046) 3% -15%Sporting Goods, Hobby, Book, and Music Stores 1,858 1,565 1,360 (293) (205) -16% -13% 19,478 17,269 15,155 (2,209) (2,114) -11% -12%

Miscellaneous Store Retailers 3,202 2,763 2,372 (439) (391) -14% -14% 24,873 19,936 18,368 (4,937) (1,568) -20% -8%Information 4,678 3,753 4,134 (925) 381 -20% 10% 111,518 87,873 85,973 (23,645) (1,900) -21% -2% Finance and Insurance 9,103 10,111 9,665 1,008 (446) 11% -4% 183,134 181,501 164,957 (1,633) (16,544) -1% -9% Real Estate and Rental and Leasing 6,312 6,970 6,401 658 (569) 10% -8% 44,847 43,723 41,973 (1,124) (1,750) -3% -4% Professional and Technical Services 25,717 27,483 29,172 1,766 1,689 7% 6% 244,148 247,802 274,871 3,654 27,069 1% 11%

Computer Systems Design and Rel Services 5,448 5,729 6,928 281 1,199 5% 21% 60,145 51,580 68,952 (8,565) 17,372 -14% 34%Management & Technical Consulting Svc 5,543 5,983 5,734 440 (249) 8% -4% 32,888 34,408 40,580 1,520 6,172 5% 18%

Scientific Research and Development Svc 1,153 1,245 1,688 92 443 8% 36% 33,319 40,930 50,610 7,611 9,680 23% 24% Management of Companies and Enterprises 1,075 1,110 1,339 35 229 3% 21% 71,925 61,253 64,295 (10,672) 3,042 -15% 5% Administrative and Waste Services 10,746 11,348 11,597 602 249 6% 2% 168,382 173,201 168,242 4,819 (4,959) 3% -3%

Administrative and Support Services 10,187 10,660 10,862 473 202 5% 2% 160,113 163,336 157,602 3,223 (5,734) 2% -4%Education and Health Services 17,440 18,695 47,283 1,255 28,588 7% 153% 521,226 592,962 696,062 71,736 103,100 14% 17%

Educational Services 2,038 2,566 3,232 528 666 26% 26% 111,914 124,539 133,300 12,625 8,761 11% 7% Ambulatory Health Care Services 10,041 10,448 10,589 407 141 4% 1% 121,290 135,687 164,995 14,397 29,308 12% 22%

Nursing and Residential Care Facilities 1,922 1,969 2,169 47 200 2% 10% 87,560 94,737 101,050 7,177 6,313 8% 7%Leisure and Hospitality 16,800 18,301 19,555 1,501 1,254 9% 7% 279,072 302,547 334,755 23,475 32,208 8% 11%

Accommodation 1,218 1,181 1,197 (37) 16 -3% 1% 35,612 33,941 33,704 (1,671) (237) -5% -1%Food Services and Drinking Places 12,996 14,113 15,043 1,117 930 9% 7% 201,904 220,469 248,945 18,565 28,476 9% 13%

Other Services 24,632 33,991 20,142 9,359 (13,849) 38% -41% 112,377 125,722 111,325 13,345 (14,397) 12% -11%Total (Private) 187,863 205,702 216,761 17,839 11,059 9% 5% 2,861,703 2,826,249 2,877,778 (35,454) 51,529 -1% 2%Government 5,684 6,141 6,906 457 765 8% 12% 414,400 409,869 419,154 (4,531) 9,285 -1% 2%Total All Industry 193,547 211,843 223,667 18,296 11,824 9% 6% 3,276,103 3,236,118 3,296,932 (39,985) 60,814 -1% 2%Source: MA EOL&WD and RKG Associates , Inc.

# Δ# of Businesses % Δ # Δ % ΔAverage Annual Employment

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Table 11-4 - Cambridge: Business and Employment Trends for Select Years

# of Businesses #A %A Employment #A %A

Industries & Select Sectors 2001 2007 2013 2001-07 2007-13 2001-07 2007-13 2001 2007 2013 2001-07 2007-13 2001-071007-13

Construction 97 99 79 2 (20) 2.1% -20% 4,618 1,167 921 (3,451) (246) -75% -21%

Manufacturing 107 76 62 (31) (14) -29% -18% 4,636 3,996 2,850 (640) (1,146) -14% -29%

Chemical Manufacturing 13 20 10 7 (10) 54% -50% 2,346 2,539 1,799 193 (740) 8.2% -29%

Pharmaceutical & Medicine Mfg 9 17 7 8 (10) 89% -59% 1,820 2,174 1,517 354 (657) 19% -30%

Computer and Electronic Product Mfg 12 10 12 (2) 2 -17% 20% 349 586 259 237 (327) 68% -56%

Retail Trade 483 450 425 (33) (25) -6.8% -5.6% 7,600 6,740 5,905 (860) (835) -11% -12%

Food and Beverage Stores 83 87 85 4 (2) 4.8% -2.3% 1,992 1,815 1,819 (177) 4 -8.9% 0.2%

Health and Personal Care Stores 42 40 50 (2) 10 -4.8% 25% 594 575 595 (19) 20 -3.2% 3.5%

Clothing and Accessories Stores 103 98 93 (5) (5) -4.9% -5.1% 1,602 1,473 1,170 (129) (303) -8.1% -21%

Sporting Goods, Hobby, et al 72 55 42 (17) (13) -24% -24% 948 701 444 (247) (257) -26% -37%

Miscellaneous Store Retailers 64 50 53 (14) 3 -22% 6.0% 449 456 402 7 (54) 1.6% -12%

Information 257 179 207 (78) 28 -30% 16% 7,090 4,277 3,539 (2,813) (738) -40% -17%

Finance and Insurance 154 157 174 3 17 1.9% 11% 2,345 1,843 1,799 (502) (44) -21% -2.4%

Real Estate and Rental and Leasing 132 129 142 (3) 13 -2.3% 10% 824 776 1,138 (48) 362 -5.8% 47%

Professional and Technical Services 1,012 1,038 1,270 26 232 2.6% 22% 25,439 23,577 30,009 (1,862) 6,432 -7.3% 27%

Computer Systems Design & Rel Services 260 252 370 (8) 118 -3.1% 47% 7,001 3,779 6,637 (3,222) 2,858 -46% 76%

Management & Technical Consulting Svc 233 229 194 (4) (35) -1.7% -15% 2,855 2,286 1,998 (569) (288) -20% -13%

Scientific Research & Development Svc 153 204 299 51 95 33% 47% 9,401 13,021 17,389 3,620 4,368 39% 34%

Management of Companies and Enterprises 23 31 31 8 0 35% 0.0% 862 2,029 1,978 1,167 (51) 135% -2.5%

Administrative and Waste Services 163 153 158 (10) 5 -6.1% 3.3% 3,574 3,116 3,528 (458) 412 -13% 13%

Administrative and Support Services 162 152 155 (10) 3 -6.2% 2.0% 3,574 3,100 3,497 (474) 397 -13% 13%

Education and Health Services 378 391 640 13 249 3.4% 64% 33,506 36,948 35,960 3,442 (988) 10% -2.7%

Educational Services 86 98 132 12 34 14% 35% 25,740 28,394 25,928 2,654 (2,466) 10% -8.7%

Ambulatory Health Care Services 175 175 185 0 10 0.0% 5.7% 2,566 2,194 2,867 (372) 673 -14% 31%

Nursing and Residential Care Facilities 20 21 19 1 (2) 5.0% -V.570 897 980 722 83 (258) 9.3% -26%

Leisure and Hospitality 438 437 487 (1) 50 -0.2% 11% 9,285 8,971 10,382 (314) 1,411 -3.4% 16%

Accommodation 19 22 23 3 1 16% 4.5% 2,113 1,922 1,826 (191) (96) -9.0% -5.0%

Food Services and Drinking Places 356 350 388 (6) 38 -1.7% 11% 6,648 6,358 7,543 (290) 1,185 -4.4% 19%

Other Services 544 656 632 112 (24) 21% -3.7% 2,173 2,314 2,389 141 75 6.5% 3.2%

Total (Private) 3,952 3,973 4,483 21 510 0.5% 13% 105,251 99,042 103,487 (6,209) 4,445 -5.9% 4.5%

Government 57 60 68 3 8 5.3% 13% 8,214 8,688 8,011 474 (677) 5.8% -7.8%

Total All Industries 4,009 4,033 4,551 24 518 0.6% 13% 113,465 107,730 111,498 (5,735) 3,768 -5.1% 3.5%

Source: MA EOL&WD and RKG Associates, Inc.

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Table II-4 – Cambridge: Business and Employment Trends for Select Years

Industries & Select Sectors 2001 2007 2013 2001-07 2007-13 2001-07 2007-13 2001 2007 2013 2001-07 2007-13 2001-072007-13 Construction 97 99 79 2 (20) 2.1% -20% 4,618 1,167 921 (3,451) (246) -75% -21% Manufacturing 107 76 62 (31) (14) -29% -18% 4,636 3,996 2,850 (640) (1,146) -14% -29% Chemical Manufacturing 13 20 10 7 (10) 54% -50% 2,346 2,539 1,799 193 (740) 8.2% -29%

Pharmaceutical & Medicine Mfg 9 17 7 8 (10) 89% -59% 1,820 2,174 1,517 354 (657) 19% -30% Computer and Electronic Product Mfg 12 10 12 (2) 2 -17% 20% 349 586 259 237 (327) 68% -56% Retail Trade 483 450 425 (33) (25) -6.8% -5.6% 7,600 6,740 5,905 (860) (835) -11% -12%

Food and Beverage Stores 83 87 85 4 (2) 4.8% -2.3% 1,992 1,815 1,819 (177) 4 -8.9% 0.2%Health and Personal Care Stores 42 40 50 (2) 10 -4.8% 25% 594 575 595 (19) 20 -3.2% 3.5%Clothing and Accessories Stores 103 98 93 (5) (5) -4.9% -5.1% 1,602 1,473 1,170 (129) (303) -8.1% -21%

Sporting Goods, Hobby, et al 72 55 42 (17) (13) -24% -24% 948 701 444 (247) (257) -26% -37%Miscellaneous Store Retailers 64 50 53 (14) 3 -22% 6.0% 449 456 402 7 (54) 1.6% -12%

Information 257 179 207 (78) 28 -30% 16% 7,090 4,277 3,539 (2,813) (738) -40% -17% Finance and Insurance 154 157 174 3 17 1.9% 11% 2,345 1,843 1,799 (502) (44) -21% -2.4% Real Estate and Rental and Leasing 132 129 142 (3) 13 -2.3% 10% 824 776 1,138 (48) 362 -5.8% 47% Professional and Technical Services 1,012 1,038 1,270 26 232 2.6% 22% 25,439 23,577 30,009 (1,862) 6,432 -7.3% 27%

Computer Systems Design & Rel Services 260 252 370 (8) 118 -3.1% 47% 7,001 3,779 6,637 (3,222) 2,858 -46% 76%Management & Technical Consulting Svc 233 229 194 (4) (35) -1.7% -15% 2,855 2,286 1,998 (569) (288) -20% -13% Scientific Research & Development Svc 153 204 299 51 95 33% 47% 9,401 13,021 17,389 3,620 4,368 39% 34%

Management of Companies and Enterprises 23 31 31 8 0 35% 0.0% 862 2,029 1,978 1,167 (51) 135% -2.5% Administrative and Waste Services 163 153 158 (10) 5 -6.1% 3.3% 3,574 3,116 3,528 (458) 412 -13% 13%

Administrative and Support Services 162 152 155 (10) 3 -6.2% 2.0% 3,574 3,100 3,497 (474) 397 -13% 13% Education and Health Services 378 391 640 13 249 3.4% 64% 33,506 36,948 35,960 3,442 (988) 10% -2.7%

Educational Services 86 98 132 12 34 14% 35% 25,740 28,394 25,928 2,654 (2,466) 10% -8.7% Ambulatory Health Care Services 175 175 185 0 10 0.0% 5.7% 2,566 2,194 2,867 (372) 673 -14% 31%

Nursing and Residential Care Facilities 20 21 19 1 (2) 5.0% -9.5% 897 980 722 83 (258) 9.3% -26% Leisure and Hospitality 438 437 487 (1) 50 -0.2% 11% 9,285 8,971 10,382 (314) 1,411 -3.4% 16%

Accommodation 19 22 23 3 1 16% 4.5% 2,113 1,922 1,826 (191) (96) -9.0% -5.0%Food Services and Drinking Places 356 350 388 (6) 38 -1.7% 11% 6,648 6,358 7,543 (290) 1,185 -4.4% 19%

Other Services 544 656 632 112 (24) 21% -3.7% 2,173 2,314 2,389 141 75 6.5% 3.2% Total (Private) 3,952 3,973 4,483 21 510 0.5% 13% 105,251 99,042 103,487 (6,209) 4,445 -5.9% 4.5%

Government 57 60 68 3 8 5.3% 13% 8,214 8,688 8,011 474 (677) 5.8% -7.8% Total All Industries 4,009 4,033 4,551 24 518 0.6% 13% 113,465 107,730 111,498 (5,735) 3,768 -5.1% 3.5%

Source: MA EOL&WD and RKG Associates , Inc.

# Δ % Δ# of Businesses # Δ % ΔEmployment

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Table 11-5 - Massachusetts Employment Forecasts (2012 - 2022)

Industry Projections for Massachusetts Employment 2012-2022 Change

Industry 2012 2022 # %

Total All Industries 3,201,614 3,570,043 368,429 11.5%

Chemical Manufacturing 16,743 17,828 1,085 6.5%

Information 86,759 93,925 7,166 8.3%

Finance and Insurance 165,535 180,972 15,437 9.3%

Real Estate and Rental and Leasing 41,042 44,969 3,927 9.6%

Professional, Scientific, and Technical Services 266,077 321,181 55,104 20.7%

Management of Companies and Enterprises 63,297 66,923 3,626 5.7%

Administrative and Support Services 152,945 163,866 10,921 7.1%

Educational Services 131,569 142,752 11,183 8.5%

Ambulatory Health Care Services 164,387 205,673 41,286 25.1%

Food and Beverage Stores 97,592 99,938 2,346 2.4%

Health and Personal Care Stores 26,836 28,499 1,663 6.2%

Clothing and Clothing Accessories Stores 35,161 35,400 239 0.7%

Sporting Goods, Hobby, Book, and Music Stores 15,145 16,196 1,051 6.9%

Miscellaneous Store Retailers 18,059 20,404 2,345 13.0%

Accommodation, including Hotels and Motels 33,232 39,787 6,555 19.7%

Food Services and Drinking Places 242,175 283,252 41,077 17.0%

Other Services (except Government) 102,389 123,464 21,075 20.6%

Source: MA EOL&WD & RKG Associates, Inc.

Table 11-6 - Average Wage for Select Industry Sectors by Building Usage

Industry Sector

Average Annual Wage (2013)

Massachusetts B-C-Q NECTA Cambridge

Select Office/Hi-Tech Sectors

Chemical Manufacturing $104,213 $110,556 $172,826

Information $97,473 $103,327 $150,568

Financial Activities $115,800 $126,588 $96,116

Professional and Business Services $88,529 $95,107 $151,341

Computer Systems Design and Rel Services $128,596 $133,588 $134,628

Scientific Research and Development Svc $134,628 $137,540 $169,104

Administrative and Support Services $40,248 $42,536 $55,172

Travel Arrangement & Reservation Service $83,200 $90,012 $61,412

Educational Services $61,204 $65,676 $90,994

Ambulatory Health Care Services $63,730 $66,813 $91,698

AVERAGE $87,582 $94,752 $125,689

Retail & Restaurants

Grocery Stores $21,216 $21,164 $28,444

Health and Personal Care Stores $35,256 $34,528 $34,216

Miscellaneous Store Retailers $23,660 $25,064 $23,140

Sporting Goods/Hobby/Book/Music Stores $21,424 $21,268 $32,448

Clothing and Clothing Accessories Stores $21,684 $22,620 $19,916

Food Services and Drinking Places $18,876 $19,812 $22,828

Fitness Center

Other Amusement & Recreation Industries $21,164 $20,956 $17,628

Hotel

Accommodation $20,540 $36,348 $41,288

Property Management

Lessors of Real Estate $59,436 $66,300 $80,028

Services to Buildings and Dwellings $31,252 $31,564 $54,236

Overall Average Wage $62,296 $69,004 $102,284

Source: MA EOL&WD and RKG Associates, Inc.

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Table II-5 – Massachusetts Employment Forecasts (2012 – 2022)

Table II-6 - Average Wage for Select Industry Sectors by Building Usage

Industry Projections for MassachusettsIndustry 2012 2022 # % Total All Industries 3,201,614 3,570,043 368,429 11.5%Chemical Manufacturing 16,743 17,828 1,085 6.5%Information 86,759 93,925 7,166 8.3%Finance and Insurance 165,535 180,972 15,437 9.3%Real Estate and Rental and Leasing 41,042 44,969 3,927 9.6%Professional, Scientific, and Technical Services 266,077 321,181 55,104 20.7%Management of Companies and Enterprises 63,297 66,923 3,626 5.7%Administrative and Support Services 152,945 163,866 10,921 7.1%Educational Services 131,569 142,752 11,183 8.5%Ambulatory Health Care Services 164,387 205,673 41,286 25.1%

Food and Beverage Stores 97,592 99,938 2,346 2.4%Health and Personal Care Stores 26,836 28,499 1,663 6.2%Clothing and Clothing Accessories Stores 35,161 35,400 239 0.7%Sporting Goods, Hobby, Book, and Music Stores 15,145 16,196 1,051 6.9%Miscellaneous Store Retailers 18,059 20,404 2,345 13.0%Accommodation, including Hotels and Motels 33,232 39,787 6,555 19.7%Food Services and Drinking Places 242,175 283,252 41,077 17.0%Other Services (except Government) 102,389 123,464 21,075 20.6%Source: MA EOL&WD & RKG Associates , Inc.

Employment 2012-2022 Change

Industry Sector Massachusetts B-C-Q NECTA CambridgeSelect Office/Hi-Tech Sectors

Chemical Manufacturing $104,213 $110,556 $172,826Information $97,473 $103,327 $150,568

Financial Activities $115,800 $126,588 $96,116Professional and Business Services $88,529 $95,107 $151,341

Computer Systems Design and Rel Services $128,596 $133,588 $134,628Scientific Research and Development Svc $134,628 $137,540 $169,104

Administrative and Support Services $40,248 $42,536 $55,172 Travel Arrangement & Reservation Service $83,200 $90,012 $61,412

Educational Services $61,204 $65,676 $90,994Ambulatory Health Care Services $63,730 $66,813 $91,698

AVERAGE $87,582 $94,752 $125,689Retail & Restaurants

Grocery Stores $21,216 $21,164 $28,444Health and Personal Care Stores $35,256 $34,528 $34,216

Miscellaneous Store Retailers $23,660 $25,064 $23,140Sporting Goods/Hobby/Book/Music Stores $21,424 $21,268 $32,448

Clothing and Clothing Accessories Stores $21,684 $22,620 $19,916Food Services and Drinking Places $18,876 $19,812 $22,828

Fitness CenterOther Amusement & Recreation Industries $21,164 $20,956 $17,628

HotelAccommodation $20,540 $36,348 $41,288

Property ManagementLessors of Real Estate $59,436 $66,300 $80,028

Services to Buildings and Dwellings $31,252 $31,564 $54,236Overall Average Wage $62,296 $69,004 $102,284Source: MA EOL&WD and RKG Associates , Inc.

Average Annual Wage (2013)

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Table 11-7 - EF and Twenty120: Wages and Income Taxes from Operations (FY-2013 to 2045)

Bond

Year

Fiscal

Year

EF AVG

Wage EF Jobs EF Gross Wages EF Taxes

Twenty I 20 Twenty I

AVG Wage 20 Jobs

Twenty I 20 Twenty 120

Wages Taxes

-2 2013 $70,738 708 $50,082,500 $2,091,045 $30,479 -1 2014 $66,834 833 $55,672,500 $2,324,438 $30,936 _ _ 0 2015 $67,836 880 $59,800,000 $2,496,770 $31,400 5 _ $157,002 $5,756 _ 1 2016 $67,539 960 $64,837,500 $2,707,096 $31,871 _ 40 $1,274,855 _ $46,743

2 2017 $65,000 1,035 _ $67,275,000 $2,808,866 $32,349 40 _ $1,293,978 $47,444 _ 3 2018 $65,975 1,035 _ $68,284,125 $2,850,999 $32,835 _ 40 $1,313,387 _ $48,155

4 2019 $66,965 1,035 _ $69,308,387 $2,893,764 $33,327 40 _ $1,333,088 $48,878 _ 5 2020 $67,969 1,035 _ $70,348,013 $2,937,171 $33,827 _ 40 $1,353,084 _ $49,611

6 2021 $68,989 1,035 _ $71,403,233 $2,981,228 $34,335 _ 40 $1,373,381 _ $50,355

7 2022 $70,023 1,035 _ $72,474,281 $3,025,947 $34,850 _ 40 $1,393,981 _ $51,110

8 2023 $71,074 1,035 _ $73,561,396 $3,071,336 $35,372 _ 40 $1,414,891 _ $51,877

9 2024 $72,140 1,035 _ $74,664,817 $3,117,406 $35,903 _ 40 $1,436,114 _ $52,655

10 2025 $73,222 1,035 _ $75,784,789 $3,164,167 $36,441 _ 40 $1,457,656 _ $53,445

11 2026 $74,320 1,035 _ $76,921,561 $3,211,629 $36,988 _ 40 $1,479,521 _ $54,247

12 2027 $75,435 1,035 _ $78,075,384 $3,259,804 $37,543 _ 40 $1,501,714 _ $55,060

13 2028 $76,567 1,035 _ $79,246,515 $3,308,701 $38,106 _ 40 $1,524,240 _ $55,886 14 2029 $77,715 1,035 _ $80,435,212 $3,358,331 $38,678 _ 40 $1,547,103 _ $56,724 15 2030 $78,881 1,035 _ $81,641,741 $3,408,706 $39,258 _ 40 $1,570,310 _ $57,575 16 2031 $80,064 1,035 $82,866,367 $3,459,837 $39,847 40 $1,593,864 _ $58,439 17 2032 $81,265 1,035 $84,109,362 $3,511,735 $40,444 _ 40 $1,617,772 _ $59,316 18 2033 $82,484 1,035 $85,371,003 $3,564,411 $41,051 40 _ $1,642,039 $60,205 _ 19 2034 $83,721 1,035 _ $86,651,568 $3,617,877 $41,667 _ 40 $1,666,669 _ $61,108 20 2035 $84,977 1,035 _ $87,951,341 $3,672,145 $42,292 40 _ $1,691,669 $62,025 _ 21 2036 $86,252 1,035 _ $89,270,611 $3,727,227 $42,926 40 $1,717,045 $62,955 _ 22 2037 $87,546 1,035 $90,609,671 $3,783,135 $43,570 _ 40 $1,742,800 _ $63,900 23 2038 $88,859 1,035 $91,968,816 $3,839,882 $44,224 _ 40 $1,768,942 _ $64,858 24 2039 $90,192 1,035 _ $93,348,348 $3,897,481 $44,887 _ 40 $1,795,476 _ $65,831 25 2040 $91,545 1,035 _ $94,748,573 $3,955,943 $45,560 _ 40 $1,822,408 _ $66,819 26 2041 $92,918 1,035 _ $96,169,802 $4,015,282 $46,244 40 _ $1,849,745 $67,821 _ 27 2042 $94,311 1,035 _ $97,612,349 $4,075,511 $46,937 _ 40 $1,877,491 _ $68,838 28 2043 $95,726 1,035 _ $99,076,534 $4,136,644 $47,641 _ 40 $1,905,653 _ $69,871 29 2044 $97,162 1,035 $100,562,682 $4,198,694 $48,356 40 $1,934,238 $70,919 30 2045 $98,619 1,035 $102,071,122 $4,261,674 $49,081 40 $1,963,251 $71,983

Total $79,417 33,396 $2,652,205,100 $110,734,880 $39,845 1,205 $48,013,369 $1,760,409

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Table II-7 – EF and Twenty|20: Wages and Income Taxes from Operations (FY-2013 to 2045)

Bond Year

Fiscal Year

EF AVG Wage EF Jobs EF Gross Wages EF Taxes

Twenty | 20 AVG Wage

Twenty | 20 Jobs

Twenty | 20 Wages

Twenty|20 Taxes

-2 2013 $70,738 708 $50,082,500 $2,091,045 $30,479-1 2014 $66,834 833 $55,672,500 $2,324,438 $30,9360 2015 $67,836 880 $59,800,000 $2,496,770 $31,400 5 $157,002 $5,7561 2016 $67,539 960 $64,837,500 $2,707,096 $31,871 40 $1,274,855 $46,7432 2017 $65,000 1,035 $67,275,000 $2,808,866 $32,349 40 $1,293,978 $47,4443 2018 $65,975 1,035 $68,284,125 $2,850,999 $32,835 40 $1,313,387 $48,1554 2019 $66,965 1,035 $69,308,387 $2,893,764 $33,327 40 $1,333,088 $48,8785 2020 $67,969 1,035 $70,348,013 $2,937,171 $33,827 40 $1,353,084 $49,6116 2021 $68,989 1,035 $71,403,233 $2,981,228 $34,335 40 $1,373,381 $50,3557 2022 $70,023 1,035 $72,474,281 $3,025,947 $34,850 40 $1,393,981 $51,1108 2023 $71,074 1,035 $73,561,396 $3,071,336 $35,372 40 $1,414,891 $51,8779 2024 $72,140 1,035 $74,664,817 $3,117,406 $35,903 40 $1,436,114 $52,655

10 2025 $73,222 1,035 $75,784,789 $3,164,167 $36,441 40 $1,457,656 $53,44511 2026 $74,320 1,035 $76,921,561 $3,211,629 $36,988 40 $1,479,521 $54,24712 2027 $75,435 1,035 $78,075,384 $3,259,804 $37,543 40 $1,501,714 $55,06013 2028 $76,567 1,035 $79,246,515 $3,308,701 $38,106 40 $1,524,240 $55,88614 2029 $77,715 1,035 $80,435,212 $3,358,331 $38,678 40 $1,547,103 $56,72415 2030 $78,881 1,035 $81,641,741 $3,408,706 $39,258 40 $1,570,310 $57,57516 2031 $80,064 1,035 $82,866,367 $3,459,837 $39,847 40 $1,593,864 $58,43917 2032 $81,265 1,035 $84,109,362 $3,511,735 $40,444 40 $1,617,772 $59,31618 2033 $82,484 1,035 $85,371,003 $3,564,411 $41,051 40 $1,642,039 $60,20519 2034 $83,721 1,035 $86,651,568 $3,617,877 $41,667 40 $1,666,669 $61,10820 2035 $84,977 1,035 $87,951,341 $3,672,145 $42,292 40 $1,691,669 $62,02521 2036 $86,252 1,035 $89,270,611 $3,727,227 $42,926 40 $1,717,045 $62,95522 2037 $87,546 1,035 $90,609,671 $3,783,135 $43,570 40 $1,742,800 $63,90023 2038 $88,859 1,035 $91,968,816 $3,839,882 $44,224 40 $1,768,942 $64,85824 2039 $90,192 1,035 $93,348,348 $3,897,481 $44,887 40 $1,795,476 $65,83125 2040 $91,545 1,035 $94,748,573 $3,955,943 $45,560 40 $1,822,408 $66,81926 2041 $92,918 1,035 $96,169,802 $4,015,282 $46,244 40 $1,849,745 $67,82127 2042 $94,311 1,035 $97,612,349 $4,075,511 $46,937 40 $1,877,491 $68,83828 2043 $95,726 1,035 $99,076,534 $4,136,644 $47,641 40 $1,905,653 $69,87129 2044 $97,162 1,035 $100,562,682 $4,198,694 $48,356 40 $1,934,238 $70,91930 2045 $98,619 1,035 $102,071,122 $4,261,674 $49,081 40 $1,963,251 $71,983

Total $79,417 33,396 $2,652,205,100 $110,734,880 $39,845 1,205 $48,013,369 $1,760,409

RKG Associates, Inc. Page 41

NorthPoint I-Cubed Independent Review January 9, 2015

Table 11-8 - EF and Twenty I 20: Net New & Construction Related Revenues (FY-2013 to 2045)

Bond Fiscal

Year Year

Displaced

EF Taxes

EF Net New

Revenue

Twenty 120

Displaced

Twenty 1 20

Net New Rev

Total From

Operations

Construction Construction-

Income Sales Tax

Total

Construction

Total Bond

Revenue

-2 2013 $0 $2,091,045 $2,091,045 $338,810 $161,219 $500,029 $2,591,074

-1 2014 $0 $2,324,438 $2,324,438 $689,801 $457,552 $1,147,353 $3,471,791

0 2015 $0 $2,496,770 ($2,598) $3,158 $2,499,928 $515,499 $403,041 $918,541 $3,418,468

1 2016 $0 $2,707,096 ($21,099) $25,643 $2,732,739 $2,112 $1,843 $3,954 $2,736,693

2 2017 $0 $2,808,866 ($21,416) $26,028 $2,834,894 $2,834,894

3 2018 $0 $2,850,999 ($21,737) $26,418 $2,877,417 $2,877,417

4 2019 $0 $2,893,764 ($22,063) $26,815 $2,920,579 $2,920,579

5 2020 $0 $2,937,171 ($22,394) $27,217 $2,964,387 $2,964,387

6 2021 $0 $2,981,228 ($22,730) $27,625 $3,008,853 $3,008,853

7 2022 $0 $3,025,947 ($23,071) $28,039 $3,053,986 $3,053,986

8 2023 $0 $3,071,336 ($23,417) $28,460 $3,099,796 $3,099,796

9 2024 $0 $3,117,406 ($23,768) $28,887 $3,146,293 $3,146,293

10 2025 $0 $3,164,167 ($24,125) $29,320 $3,193,487 $3,193,487

11 2026 $0 $3,211,629 ($24,487) $29,760 $3,241,389 $3,241,389

12 2027 $0 $3,259,804 ($24,854) $30,206 $3,290,010 $3,290,010

13 2028 $0 $3,308,701 ($25,227) $30,660 $3,339,360 $3,339,360

14 2029 $0 $3,358,331 ($25,605) $31,119 $3,389,451 $3,389,451

15 2030 $0 $3,408,706 ($25,989) $31,586 $3,440,293 $3,440,293

16 2031 $0 $3,459,837 ($26,379) $32,060 $3,491,897 $3,491,897

17 2032 $0 $3,511,735 ($26,775) $32,541 $3,544,275 $3,544,275

18 2033 $0 $3,564,411 ($27,176) $33,029 $3,597,440 $3,597,440

19 2034 $0 $3,617,877 ($27,584) $33,525 $3,651,401 $3,651,401

20 2035 $0 $3,672,145 ($27,998) $34,027 $3,706,172 $3,706,172

21 2036 $0 $3,727,227 ($28,418) $34,538 $3,761,765 $3,761,765

22 2037 $0 $3,783,135 ($28,844) $35,056 $3,818,191 $3,818,191

23 2038 $0 $3,839,882 ($29,277) $35,582 $3,875,464 $3,875,464

24 2039 $0 $3,897,481 ($29,716) $36,115 $3,933,596 $3,933,596

25 2040 $0 $3,955,943 ($30,161) $36,657 $3,992,600 $3,992,600

26 2041 $0 $4,015,282 ($30,614) $37,207 $4,052,489 $4,052,489 27 2042 $0 $4,075,511 ($31,073) $37,765 $4,113,276 $4,113,276

28 2043 $0 $4,136,644 ($31,539) $38,332 $4,174,976 $4,174,976

29 2044 $0 $4,198,694 ($32,012) $38,907 $4,237,600 $4,237,600

30 2045 $0 $4,261,674 ($32,492) $39,490 $4,301,164 $4,301,164

Total $0 $110,734,880 ($794,636) $965,773 $111,700,653 $1,546,222 $1,023,655 $2,569,877 $114,270,530

RKG Associates, Inc. Page 42

NorthPoint I-Cubed Independent Review January 9, 2015

Table II-8 - EF and Twenty|20: Net New & Construction Related Revenues (FY-2013 to 2045)

Bond Year

Fiscal Year

Displaced EF Taxes

EF Net New Revenue

Twenty |20 Displaced

Twenty | 20 Net New Rev

Total From Operations

Construction-Income

Construction-Sales Tax

Total Construction

Total Bond Revenue

-2 2013 $0 $2,091,045 $2,091,045 $338,810 $161,219 $500,029 $2,591,074-1 2014 $0 $2,324,438 $2,324,438 $689,801 $457,552 $1,147,353 $3,471,7910 2015 $0 $2,496,770 ($2,598) $3,158 $2,499,928 $515,499 $403,041 $918,541 $3,418,4681 2016 $0 $2,707,096 ($21,099) $25,643 $2,732,739 $2,112 $1,843 $3,954 $2,736,6932 2017 $0 $2,808,866 ($21,416) $26,028 $2,834,894 $2,834,8943 2018 $0 $2,850,999 ($21,737) $26,418 $2,877,417 $2,877,4174 2019 $0 $2,893,764 ($22,063) $26,815 $2,920,579 $2,920,5795 2020 $0 $2,937,171 ($22,394) $27,217 $2,964,387 $2,964,3876 2021 $0 $2,981,228 ($22,730) $27,625 $3,008,853 $3,008,8537 2022 $0 $3,025,947 ($23,071) $28,039 $3,053,986 $3,053,9868 2023 $0 $3,071,336 ($23,417) $28,460 $3,099,796 $3,099,7969 2024 $0 $3,117,406 ($23,768) $28,887 $3,146,293 $3,146,293

10 2025 $0 $3,164,167 ($24,125) $29,320 $3,193,487 $3,193,48711 2026 $0 $3,211,629 ($24,487) $29,760 $3,241,389 $3,241,38912 2027 $0 $3,259,804 ($24,854) $30,206 $3,290,010 $3,290,01013 2028 $0 $3,308,701 ($25,227) $30,660 $3,339,360 $3,339,36014 2029 $0 $3,358,331 ($25,605) $31,119 $3,389,451 $3,389,45115 2030 $0 $3,408,706 ($25,989) $31,586 $3,440,293 $3,440,29316 2031 $0 $3,459,837 ($26,379) $32,060 $3,491,897 $3,491,89717 2032 $0 $3,511,735 ($26,775) $32,541 $3,544,275 $3,544,27518 2033 $0 $3,564,411 ($27,176) $33,029 $3,597,440 $3,597,44019 2034 $0 $3,617,877 ($27,584) $33,525 $3,651,401 $3,651,40120 2035 $0 $3,672,145 ($27,998) $34,027 $3,706,172 $3,706,17221 2036 $0 $3,727,227 ($28,418) $34,538 $3,761,765 $3,761,76522 2037 $0 $3,783,135 ($28,844) $35,056 $3,818,191 $3,818,19123 2038 $0 $3,839,882 ($29,277) $35,582 $3,875,464 $3,875,46424 2039 $0 $3,897,481 ($29,716) $36,115 $3,933,596 $3,933,59625 2040 $0 $3,955,943 ($30,161) $36,657 $3,992,600 $3,992,60026 2041 $0 $4,015,282 ($30,614) $37,207 $4,052,489 $4,052,48927 2042 $0 $4,075,511 ($31,073) $37,765 $4,113,276 $4,113,27628 2043 $0 $4,136,644 ($31,539) $38,332 $4,174,976 $4,174,97629 2044 $0 $4,198,694 ($32,012) $38,907 $4,237,600 $4,237,60030 2045 $0 $4,261,674 ($32,492) $39,490 $4,301,164 $4,301,164

Total $0 $110,734,880 ($794,636) $965,773 $111,700,653 $1,546,222 $1,023,655 $2,569,877 $114,270,530

RKG Associates, Inc. Page 42

NorthPoint I-Cubed Independent Review January 9, 2015

Table 11-9 — EF & Twenty 120: 1-Cubed Bond Repayment Schedule

Bond Fiscal

Year Year

Total From

Operations

Total

Construction

Total Bond

Revenue Debt Service

Debt Service

+1.5 DCR

Gain (Loss) Post

DS + DCR

Running

Balance

EOY Loan

Balance

-2 2013 $2,091,045 $500,029 $2,591,074 $0 $2,591,074 $2,591,074

-1 2014 $2,324,438 $1,147,353 $3,471,791 $0 $3,471,791 $6,062,865

0 2015 $2,499,928 $918,541 $3,418,468 $0 $3,418,468 $9,481,334

1 2016 $2,732,739 $3,954 $2,736,693 $1,617,670 $2,426,505 $310,189 $9,791,522 ($24,627,734)

2 2017 $2,834,894 $2,834,894 $1,617,670 $2,426,505 $408,389 $10,199,912 ($24,236,623)

3 2018 $2,877,417 $2,877,417 $1,617,670 $2,426,505 $450,913 $10,650,824 ($23,825,711)

4 2019 $2,920,579 $2,920,579 $1,617,670 $2,426,505 $494,074 $11,144,899 ($23,393,997)

5 2020 $2,964,387 $2,964,387 $1,617,670 $2,426,505 $537,883 $11,682,781 ($22,940,427)

6 2021 $3,008,853 $3,008,853 $1,617,670 $2,426,505 $582,349 $12,265,130 ($22,463,896)

7 2022 $3,053,986 $3,053,986 $1,617,670 $2,426,505 $627,481 $12,892,611 ($21,963,240)

8 2023 $3,099,796 $3,099,796 $1,617,670 $2,426,505 $673,291 $13,565,902 ($21,437,238)

9 2024 $3,146,293 $3,146,293 $1,617,670 $2,426,505 $719,788 $14,285,690 ($20,884,608)

10 2025 $3,193,487 $3,193,487 $1,617,670 $2,426,505 $766,982 $15,052,673 ($20,304,000)

11 2026 $3,241,389 $3,241,389 $1,617,670 $2,426,505 $814,885 $15,867,558 ($19,694,000)

12 2027 $3,290,010 $3,290,010 $1,617,670 $2,426,505 $863,506 $16,731,063 ($19,053,118)

13 2028 $3,339,360 $3,339,360 $1,617,670 $2,426,505 $912,856 $17,643,919 ($18,379,791)

14 2029 $3,389,451 $3,389,451 $1,617,670 $2,426,505 $962,946 $18,606,865 ($17,672,378)

15 2030 $3,440,293 $3,440,293 $1,617,670 $2,426,505 $1,013,788 $19,620,653 ($16,929,151)

16 2031 $3,491,897 $3,491,897 $1,617,670 $2,426,505 $1,065,392 $20,686,045 ($16,148,299)

17 2032 $3,544,275 $3,544,275 $1,617,670 $2,426,505 $1,117,771 $21,803,816 ($15,327,916)

18 2033 $3,597,440 $3,597,440 $1,617,670 $2,426,505 $1,170,935 $22,974,751 ($14,466,001)

19 2034 $3,651,401 $3,651,401 $1,617,670 $2,426,505 $1,224,896 $24,199,647 ($13,560,451)

20 2035 $3,706,172 $3,706,172 $1,617,670 $2,426,505 $1,279,668 $25,479,315 ($12,609,058)

21 2036 $3,761,765 $3,761,765 $1,617,670 $2,426,505 $1,335,260 $26,814,575 ($11,609,501)

22 2037 $3,818,191 $3,818,191 $1,617,670 $2,426,505 $1,391,687 $28,206,262 ($10,559,342)

23 2038 $3,875,464 $3,875,464 $1,617,670 $2,426,505 $1,448,959 $29,655,221 ($9,456,018)

24 2039 $3,933,596 $3,933,596 $1,617,670 $2,426,505 $1,507,091 $31,162,312 ($8,296,838)

25 2040 $3,992,600 $3,992,600 $1,617,670 $2,426,505 $1,566,095 $32,728,408 ($7,078,975)

26 2041 $4,052,489 $4,052,489 $1,617,670 $2,426,505 $1,625,984 $34,354,392 ($5,799,457)

27 2042 $4,113,276 $4,113,276 $1,617,670 $2,426,505 $1,686,772 $36,041,164 ($4,455,164)

28 2043 $4,174,976 $4,174,976 $1,617,670 $2,426,505 $1,748,471 $37,789,635 ($3,042,816)

29 2044 $4,237,600 $4,237,600 $1,617,670 $2,426,505 $1,811,095 $39,600,730 ($1,558,968)

30 2045 $4,301,164 $4,301,164 $1,617,670 $2,426,505 $1,874,659 $41,475,390 $0

Total $111,700,653 $2,569,877 $114,270,530 $48,530,094 $72,795,141 $41,475,390

RKG Associates, Inc. Page 43

NorthPoint I-Cubed Independent Review January 9, 2015

Table II-9 – EF & Twenty|20: I-Cubed Bond Repayment Schedule

Bond Year

Fiscal Year

Total From Operations

Total Construction

Total Bond Revenue Debt Service

Debt Service + 1.5 DCR

Gain (Loss) Post DS + DCR

Running Balance

EOY Loan Balance

-2 2013 $2,091,045 $500,029 $2,591,074 $0 $2,591,074 $2,591,074-1 2014 $2,324,438 $1,147,353 $3,471,791 $0 $3,471,791 $6,062,8650 2015 $2,499,928 $918,541 $3,418,468 $0 $3,418,468 $9,481,3341 2016 $2,732,739 $3,954 $2,736,693 $1,617,670 $2,426,505 $310,189 $9,791,522 ($24,627,734)2 2017 $2,834,894 $2,834,894 $1,617,670 $2,426,505 $408,389 $10,199,912 ($24,236,623)3 2018 $2,877,417 $2,877,417 $1,617,670 $2,426,505 $450,913 $10,650,824 ($23,825,711)4 2019 $2,920,579 $2,920,579 $1,617,670 $2,426,505 $494,074 $11,144,899 ($23,393,997)5 2020 $2,964,387 $2,964,387 $1,617,670 $2,426,505 $537,883 $11,682,781 ($22,940,427)6 2021 $3,008,853 $3,008,853 $1,617,670 $2,426,505 $582,349 $12,265,130 ($22,463,896)7 2022 $3,053,986 $3,053,986 $1,617,670 $2,426,505 $627,481 $12,892,611 ($21,963,240)8 2023 $3,099,796 $3,099,796 $1,617,670 $2,426,505 $673,291 $13,565,902 ($21,437,238)9 2024 $3,146,293 $3,146,293 $1,617,670 $2,426,505 $719,788 $14,285,690 ($20,884,608)

10 2025 $3,193,487 $3,193,487 $1,617,670 $2,426,505 $766,982 $15,052,673 ($20,304,000)11 2026 $3,241,389 $3,241,389 $1,617,670 $2,426,505 $814,885 $15,867,558 ($19,694,000)12 2027 $3,290,010 $3,290,010 $1,617,670 $2,426,505 $863,506 $16,731,063 ($19,053,118)13 2028 $3,339,360 $3,339,360 $1,617,670 $2,426,505 $912,856 $17,643,919 ($18,379,791)14 2029 $3,389,451 $3,389,451 $1,617,670 $2,426,505 $962,946 $18,606,865 ($17,672,378)15 2030 $3,440,293 $3,440,293 $1,617,670 $2,426,505 $1,013,788 $19,620,653 ($16,929,151)16 2031 $3,491,897 $3,491,897 $1,617,670 $2,426,505 $1,065,392 $20,686,045 ($16,148,299)17 2032 $3,544,275 $3,544,275 $1,617,670 $2,426,505 $1,117,771 $21,803,816 ($15,327,916)18 2033 $3,597,440 $3,597,440 $1,617,670 $2,426,505 $1,170,935 $22,974,751 ($14,466,001)19 2034 $3,651,401 $3,651,401 $1,617,670 $2,426,505 $1,224,896 $24,199,647 ($13,560,451)20 2035 $3,706,172 $3,706,172 $1,617,670 $2,426,505 $1,279,668 $25,479,315 ($12,609,058)21 2036 $3,761,765 $3,761,765 $1,617,670 $2,426,505 $1,335,260 $26,814,575 ($11,609,501)22 2037 $3,818,191 $3,818,191 $1,617,670 $2,426,505 $1,391,687 $28,206,262 ($10,559,342)23 2038 $3,875,464 $3,875,464 $1,617,670 $2,426,505 $1,448,959 $29,655,221 ($9,456,018)24 2039 $3,933,596 $3,933,596 $1,617,670 $2,426,505 $1,507,091 $31,162,312 ($8,296,838)25 2040 $3,992,600 $3,992,600 $1,617,670 $2,426,505 $1,566,095 $32,728,408 ($7,078,975)26 2041 $4,052,489 $4,052,489 $1,617,670 $2,426,505 $1,625,984 $34,354,392 ($5,799,457)27 2042 $4,113,276 $4,113,276 $1,617,670 $2,426,505 $1,686,772 $36,041,164 ($4,455,164)28 2043 $4,174,976 $4,174,976 $1,617,670 $2,426,505 $1,748,471 $37,789,635 ($3,042,816)29 2044 $4,237,600 $4,237,600 $1,617,670 $2,426,505 $1,811,095 $39,600,730 ($1,558,968)30 2045 $4,301,164 $4,301,164 $1,617,670 $2,426,505 $1,874,659 $41,475,390 $0

Total $111,700,653 $2,569,877 $114,270,530 $48,530,094 $72,795,141 $41,475,390

RKG Associates, Inc. Page 43

NorthPoint I-Cubed Independent Review January 9, 2015

Table 11-10 EF and Twenty 120: Sensitivity Analysis Worksheet

Fiscal

Year EF Taxes

Displaced EF

Taxes

EF Net New Twenty120 Twenty 120

Revenue Taxes Displaced

Twenty 1 20

Net New Rev

Total From

Operations

Total

Construction

Total Bond

Revenue Debt Service

Debt Service

+ 1.5 DCR

Gain (Loss)

Post DS + DCR

Running

Balance

ACTUAL

DCR

2013 $2,091,045 ($836,418) $1,254,627 $1,254,627 $500,029 $1,754,656 $0 $1,754,656 $1,754,656

2014 $2,324,438 ($929,775) $1,394,663 $1,394,663 $1,147,353 $2,542,016 $0 $2,542,016 $4,296,672

2015 $2,496,770 ($998,708) $1,498,062 $5,756 ($2,598) $3,158 $1,501,220 $918,541 $2,419,760 $0 $2,419,760 $6,716,432

2016 $2,707,096 ($1,082,838) $1,624,257 $46,743 ($21,099) $25,643 $1,649,901 $3,954 $1,653,855 $1,617,670 $2,426,505 ($772,650) $5,943,783 102

2017 $2,808,866 ($1,123,546) $1,685,320 $47,444 ($21,416) $26,028 $1,711,348 $1,711,348 $1,617,670 $2,426,505 ($715,157) $5,228,626 106

2018 $2,850,999 ($1,140,400) $1,710,599 $48,155 ($21,737) $26,418 $1,737,018 $1,737,018 $1,617,670 $2,426,505 ($689,487) $4,539,139 1.07

2019 $2,893,764 ($1,157,506) $1,736,258 $48,878 ($22,063) $26,815 $1,763,073 $1,763,073 $1,617,670 $2,426,505 ($663,432) $3,875,707 109

2020 $2,937,171 ($1,174,868) $1,762302 $49,611 ($22,394) $27,217 $1,789,519 $1,789,519 $1,617,670 $2,426,505 ($636,986) $3,238,722 111

2021 $2,981,228 ($1,192,491) $1,788,737 $50,355 ($22,730) $27,625 $1,816,362 $1,816,362 $1,617,670 $2,426,505 ($610,143) $2,628,579 112

2022 $3,025,947 ($1,210,379) $1,815,568 $51,110 ($23,071) $28,039 $1,843,607 $1,843,607 $1,617,670 $2,426,505 ($582,897) $2,045,682 114

2023 $3,071,336 ($1,228,534) $1,842,801 $51,877 ($23,417) $28,460 $1,871,262 $1,871,262 $1,617,670 $2,426,505 ($555,243) $1,490,439 116

2024 $3,117,406 ($1,246,962) $1,870,443 $52,655 ($23,768) $28,887 $1,899,330 $1,899,330 $1,617,670 $2,426,505 ($527,174) $963,264 117

2025 $3,164,167 ($1,265,667) $1,898,500 $53,445 ($24,125) $29,320 $1,927,820 $1,927,820 $1,617,670 $2,426,505 ($498,684) $464,580 119

2026 $3,211,629 ($1,284,652) $1,926,978 $54,247 ($24,487) $29,760 $1,956,738 $1,956,738 $1,617,670 $2,426,505 ($469,767) ($5,187) 1.21

2027 $3,259,804 ($1,303,922) $1,955,882 $55,060 ($24,854) $30,206 $1,986,089 $1,986,089 $1,617,670 $2,426,505 ($440,416) ($445,603) 123

2028 $3,308,701 ($1,323,480) $1,985,221 $55,886 ($25,227) $30,660 $2,015,880 $2,015,880 $1,617,670 $2,426,505 ($410,625) ($856,227) 1.25

2029 $3,358,331 ($1,343,333) $2,014,999 $56,724 ($25,605) $31,119 $2,046,118 $2,046,118 $1,617,670 $2,426,505 ($380,386) ($1,236,614) 1.26

2030 $3,408,706 ($1,363,483) $2,045,224 $57,575 ($25,989) $31,586 $2,076,810 $2,076,810 $1,617,670 $2,426,505 ($349,695) ($1,586,308) 1.28

2031 $3,459,837 ($1,383,935) $2,075,902 $58,439 ($26,379) $32,060 $2,107,962 $2,107,962 $1,617,670 $2,426,505 ($318,542) ($1,904,851) 1.30

2032 $3,511,735 ($1,404,694) $2,107,041 $59,316 ($26,775) $32,541 $2,139,582 $2,139,582 $1,617,670 $2,426,505 ($286,923) ($2,191,774) 1.32

2033 $3,564,411 ($1,425,764) $2,138,646 $60,205 ($27,176) $33,029 $2,171,675 $2,171,675 $1,617,670 $2,426,505 ($254,829) ($2,446,603) 1.34

2034 $3,617,877 ($1,447,151) $2,170,726 $61,108 ($27,584) $33,525 $2,204,251 $2,204,251 $1,617,670 $2,426,505 ($222,254) ($2,668,857) 1.36

2035 $3,672,145 ($1,468,858) $2,203,287 $62,025 ($27,998) $34,027 $2,237,314 $2,237,314 $1,617,670 $2,426,505 ($189,190) ($2,858,048) 1.38

2036 $3,727,227 ($1,490,891) $2,236,336 $62,955 ($28,418) $34,538 $2,270,874 $2,270,874 $1,617,670 $2,426,505 ($155,631) ($3,013,679) 1.40

2037 $3,783,135 ($1,513,254) $2,269,881 $63,900 ($28,844) $35,056 $2,304,937 $2,304,937 $1,617,670 $2,426,505 ($121,568) ($3,135,246) 1.42

2038 $3,839,882 ($1,535,953) $2,303,929 $64,858 ($29,277) $35,582 $2,339,511 $2,339,511 $1,617,670 $2,426,505 ($86,994) ($3,222,240) 1.45

2039 $3,897,481 ($1,558,992) $2,338,488 $65,831 ($29,716) $36,115 $2,374,604 $2,374,604 $1,617,670 $2,426,505 ($51,901) ($3,274,141) 1.47

2040 $3,955,943 ($1,582,377) $2,373,566 $66,819 ($30,161) $36,657 $2,410,223 $2,410,223 $1,617,670 $2,426,505 ($16,282) ($3,290,422) 1.49

2041 $4,015,282 ($1,606,113) $2,409,169 $67,821 ($30,614) $37,207 $2,446,376 $2,446,376 $1,617,670 $2,426,505 $19,872 ($3,270,551) 1.51

2042 $4,075,511 ($1,630,205) $2,445,307 $68,838 ($31,073) $37,765 $2,483,072 $2,483,072 $1,617,670 $2,426,505 $56,567 ($3,213,984) 1.53

2043 $4,136,644 ($1,654,658) $2,481,986 $69,871 ($31,539) $38,332 $2,520,318 $2,520,318 $1,617,670 $2,426,505 $93,813 ($3,120,170) 1.56

2044 $4,198,694 ($1,679,477) $2,519,216 $70,919 ($32,012) $38,907 $2,558,123 $2,558,123 $1,617,670 $2,426,505 $131,618 ($2,988,552) 1.58

2045 $4,261,674 ($1,704,670) $2,557,004 $71,983 ($32,492) $39,490 $2,596,495 $2,596,495 $1,617,670 $2,426,505 $169,990 ($2,818,563) 1.61

$110,734,880 ($44,293,952) $66,440,928 $1,760,409 ($794,636) $965,773 $67,406,701 $2,569,877 $69,976,578 $48,530,094 $72,795,141 ($2,818,563) 1.44

RKG Associates, Inc. Page 44

NorthPoint I-Cubed Independent Review January 9, 2015

Table II-10 EF and Twenty|20: Sensitivity Analysis Worksheet

Fiscal Year EF Taxes

Displaced EF Taxes

EF Net New Revenue

Twenty|20 Taxes

Twenty |20 Displaced

Twenty | 20 Net New Rev

Total From Operations

Total Construction

Total Bond Revenue Debt Service

Debt Service + 1.5 DCR

Gain (Loss) Post DS + DCR

Running Balance

ACTUAL DCR

2013 $2,091,045 ($836,418) $1,254,627 $1,254,627 $500,029 $1,754,656 $0 $1,754,656 $1,754,6562014 $2,324,438 ($929,775) $1,394,663 $1,394,663 $1,147,353 $2,542,016 $0 $2,542,016 $4,296,6722015 $2,496,770 ($998,708) $1,498,062 $5,756 ($2,598) $3,158 $1,501,220 $918,541 $2,419,760 $0 $2,419,760 $6,716,4322016 $2,707,096 ($1,082,838) $1,624,257 $46,743 ($21,099) $25,643 $1,649,901 $3,954 $1,653,855 $1,617,670 $2,426,505 ($772,650) $5,943,783 1.02

2017 $2,808,866 ($1,123,546) $1,685,320 $47,444 ($21,416) $26,028 $1,711,348 $1,711,348 $1,617,670 $2,426,505 ($715,157) $5,228,626 1.06

2018 $2,850,999 ($1,140,400) $1,710,599 $48,155 ($21,737) $26,418 $1,737,018 $1,737,018 $1,617,670 $2,426,505 ($689,487) $4,539,139 1.07

2019 $2,893,764 ($1,157,506) $1,736,258 $48,878 ($22,063) $26,815 $1,763,073 $1,763,073 $1,617,670 $2,426,505 ($663,432) $3,875,707 1.09

2020 $2,937,171 ($1,174,868) $1,762,302 $49,611 ($22,394) $27,217 $1,789,519 $1,789,519 $1,617,670 $2,426,505 ($636,986) $3,238,722 1.11

2021 $2,981,228 ($1,192,491) $1,788,737 $50,355 ($22,730) $27,625 $1,816,362 $1,816,362 $1,617,670 $2,426,505 ($610,143) $2,628,579 1.12

2022 $3,025,947 ($1,210,379) $1,815,568 $51,110 ($23,071) $28,039 $1,843,607 $1,843,607 $1,617,670 $2,426,505 ($582,897) $2,045,682 1.14

2023 $3,071,336 ($1,228,534) $1,842,801 $51,877 ($23,417) $28,460 $1,871,262 $1,871,262 $1,617,670 $2,426,505 ($555,243) $1,490,439 1.16

2024 $3,117,406 ($1,246,962) $1,870,443 $52,655 ($23,768) $28,887 $1,899,330 $1,899,330 $1,617,670 $2,426,505 ($527,174) $963,264 1.17

2025 $3,164,167 ($1,265,667) $1,898,500 $53,445 ($24,125) $29,320 $1,927,820 $1,927,820 $1,617,670 $2,426,505 ($498,684) $464,580 1.19

2026 $3,211,629 ($1,284,652) $1,926,978 $54,247 ($24,487) $29,760 $1,956,738 $1,956,738 $1,617,670 $2,426,505 ($469,767) ($5,187) 1.21

2027 $3,259,804 ($1,303,922) $1,955,882 $55,060 ($24,854) $30,206 $1,986,089 $1,986,089 $1,617,670 $2,426,505 ($440,416) ($445,603) 1.23

2028 $3,308,701 ($1,323,480) $1,985,221 $55,886 ($25,227) $30,660 $2,015,880 $2,015,880 $1,617,670 $2,426,505 ($410,625) ($856,227) 1.25

2029 $3,358,331 ($1,343,333) $2,014,999 $56,724 ($25,605) $31,119 $2,046,118 $2,046,118 $1,617,670 $2,426,505 ($380,386) ($1,236,614) 1.26

2030 $3,408,706 ($1,363,483) $2,045,224 $57,575 ($25,989) $31,586 $2,076,810 $2,076,810 $1,617,670 $2,426,505 ($349,695) ($1,586,308) 1.28

2031 $3,459,837 ($1,383,935) $2,075,902 $58,439 ($26,379) $32,060 $2,107,962 $2,107,962 $1,617,670 $2,426,505 ($318,542) ($1,904,851) 1.30

2032 $3,511,735 ($1,404,694) $2,107,041 $59,316 ($26,775) $32,541 $2,139,582 $2,139,582 $1,617,670 $2,426,505 ($286,923) ($2,191,774) 1.32

2033 $3,564,411 ($1,425,764) $2,138,646 $60,205 ($27,176) $33,029 $2,171,675 $2,171,675 $1,617,670 $2,426,505 ($254,829) ($2,446,603) 1.34

2034 $3,617,877 ($1,447,151) $2,170,726 $61,108 ($27,584) $33,525 $2,204,251 $2,204,251 $1,617,670 $2,426,505 ($222,254) ($2,668,857) 1.36

2035 $3,672,145 ($1,468,858) $2,203,287 $62,025 ($27,998) $34,027 $2,237,314 $2,237,314 $1,617,670 $2,426,505 ($189,190) ($2,858,048) 1.38

2036 $3,727,227 ($1,490,891) $2,236,336 $62,955 ($28,418) $34,538 $2,270,874 $2,270,874 $1,617,670 $2,426,505 ($155,631) ($3,013,679) 1.40

2037 $3,783,135 ($1,513,254) $2,269,881 $63,900 ($28,844) $35,056 $2,304,937 $2,304,937 $1,617,670 $2,426,505 ($121,568) ($3,135,246) 1.42

2038 $3,839,882 ($1,535,953) $2,303,929 $64,858 ($29,277) $35,582 $2,339,511 $2,339,511 $1,617,670 $2,426,505 ($86,994) ($3,222,240) 1.45

2039 $3,897,481 ($1,558,992) $2,338,488 $65,831 ($29,716) $36,115 $2,374,604 $2,374,604 $1,617,670 $2,426,505 ($51,901) ($3,274,141) 1.47

2040 $3,955,943 ($1,582,377) $2,373,566 $66,819 ($30,161) $36,657 $2,410,223 $2,410,223 $1,617,670 $2,426,505 ($16,282) ($3,290,422) 1.49

2041 $4,015,282 ($1,606,113) $2,409,169 $67,821 ($30,614) $37,207 $2,446,376 $2,446,376 $1,617,670 $2,426,505 $19,872 ($3,270,551) 1.51

2042 $4,075,511 ($1,630,205) $2,445,307 $68,838 ($31,073) $37,765 $2,483,072 $2,483,072 $1,617,670 $2,426,505 $56,567 ($3,213,984) 1.53

2043 $4,136,644 ($1,654,658) $2,481,986 $69,871 ($31,539) $38,332 $2,520,318 $2,520,318 $1,617,670 $2,426,505 $93,813 ($3,120,170) 1.56

2044 $4,198,694 ($1,679,477) $2,519,216 $70,919 ($32,012) $38,907 $2,558,123 $2,558,123 $1,617,670 $2,426,505 $131,618 ($2,988,552) 1.58

2045 $4,261,674 ($1,704,670) $2,557,004 $71,983 ($32,492) $39,490 $2,596,495 $2,596,495 $1,617,670 $2,426,505 $169,990 ($2,818,563) 1.61$110,734,880 ($44,293,952) $66,440,928 $1,760,409 ($794,636) $965,773 $67,406,701 $2,569,877 $69,976,578 $48,530,094 $72,795,141 ($2,818,563) 1.44

RKG Associates, Inc. Page 44

NorthPoint I-Cubed Independent Review January 9, 2015

III. APPENDIX B - INFRASTRUCTURE COST DETAIL

B1 - Gore Street Sewer Connection Revised Backup

B2 - Reconstruction of Msgr O'Brien Highway: Underground Utilities and Roadway Improvements Revised Backup

B3 - Multi-Use Path Connection, On-Site Roadways, Green Space & Utility Segments Revised Backup

B4 - Revised Summary of Costs

RKG Associates, Inc. Page 45

NorthPoint I-Cubed Independent Review January 9, 2015

III. APPENDIX B – INFRASTRUCTURE COST DETAIL B1 - Gore Street Sewer Connection Revised Backup B2 - Reconstruction of Msgr O’Brien Highway: Underground Utilities and Roadway Improvements Revised Backup B3 - Multi-Use Path Connection, On-Site Roadways, Green Space & Utility Segments Revised Backup B4 - Revised Summary of Costs

RKG Associates, Inc. Page 45

Appendix B1

Prepared by: Northpoint 11/25/2014 Keville Enterprises Public Infrastructure Improvements for RKG Associates Gore Street Sewer Connection

Revised Estimate

Labor

CONFIDENTIAL day Qty Reg. Hrs Rate Amount

Superintendent 214 1 1,712 $ 130.51 $ 223,433.12

Labor FM 1 1,712 $ 94.77 $ 162,246.24

Laborer 4 6,848 $ 79.83 $ 546,675.84

Operator FM 2 3,424 $ 102.83 $ 352,089.92

Subtotal $ 1,284,445.12

Equipment Reg. Hrs Rate Amount

Pick up truck 1 1,712 $ 12.00 $ 20,544.00

Service truck 1 1,712 $ 25.00 $ 42,800.00

Excavator 1 1,712 $ 110.00 $ 188,320.00

Loader 1 1,712 $ 60.00 $ 102,720.00

Air compressor 1 1,712 $ 25.00 $ 42,800.00

Street plates 6 @ 214 days 6 1,284 $ 24.00 $ 30,816.00

Trench boxes 10 @ 214 days 10 2,140 $ 100.00 $ 214,000.00

Triaxle w/driver 2 3,424 $ 95.00 $ 325,280.00

Pumps 4 6,848 $ 10.00 $ 68,480.00

Subtotal $ 1,035,760.00

Materials/Sub Length Width Height/Th. Qty Invoice No Rate Amount

Sawcutting 3,460 24.00 6,968 7,000 If $ 1.00 $ 7,000.00

Pavement disposal 3,460 24.00 0.4583333 2,791 2,800 tn $ 5.00 $ 14,000.00

Soil disposal 3,460 24.00 6 24,912 25,000 tn $ 30.00 $ 750,000.00

Crushed stone bedding 3,460 24.00 1.1 4,736 4,700 tn $ 15.00 $ 70,500.00

21in. PVC 3,460 3,459 If $ 40.00 $ 138,360.00

Trench Pavement 3,460 24.00 0.4583333 2,791 2,800 tn $ 45.00 $ 126,000.00

Misc. tie-in material 1 Is $ 10,000.00 $ 10,000.00

MH w/F&C 11 ea $ 4,000.00 $ 44,000.00

Police details 1,920 hr $ 55.00 $ 105,600.00

Gravel backfill 3,460 24.00 4.9 21,098 21,100 cy $ 20.00 $ 422,000.00

Testing 1 Is $ 10,000.00 $ 10,000.00

Jacking at RR 1 Is $ 100,000.00 $ 100,000.00

Gen Cond. items 1 Is $ 100,000.00 $ 100,000.00

Subtotal $ 1,897,460.00

Contingency - see summary level 0% $ - Materials Total $ 1,897,460.00

Total Budget $ 4,217,665.12

Page 1 of 1

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Gore Street Sewer Connection

Revised Estimate

11/25/2014

Labor day Qty Reg. Hrs Rate Amount

Superintendent 214 1 1,712 130.51$ 223,433.12$

Labor FM 1 1,712 94.77$ 162,246.24$

Laborer 4 6,848 79.83$ 546,675.84$

Operator FM 2 3,424 102.83$ 352,089.92$

Subtotal 1,284,445.12$

Equipment Reg. Hrs Rate Amount

Pick up truck 1 1,712 12.00$ 20,544.00$

Service truck 1 1,712 25.00$ 42,800.00$

Excavator 1 1,712 110.00$ 188,320.00$

Loader 1 1,712 60.00$ 102,720.00$

Air compressor 1 1,712 25.00$ 42,800.00$

Street plates 6 @ 214 days 6 1,284 24.00$ 30,816.00$

Trench boxes 10 @ 214 days 10 2,140 100.00$ 214,000.00$

Triaxle w/driver 2 3,424 95.00$ 325,280.00$

Pumps 4 6,848 10.00$ 68,480.00$

Subtotal 1,035,760.00$

Materials/Sub Length Width Height/Th. Qty Invoice No Rate Amount

Sawcutting 3,460 24.00 6,968 7,000 lf 1.00$ 7,000.00$

Pavement disposal 3,460 24.00 0.4583333 2,791 2,800 tn 5.00$ 14,000.00$

Soil disposal 3,460 24.00 6 24,912 25,000 tn 30.00$ 750,000.00$

Crushed stone bedding 3,460 24.00 1.1 4,736 4,700 tn 15.00$ 70,500.00$

21in. PVC 3,460 3,459 lf 40.00$ 138,360.00$

Trench Pavement 3,460 24.00 0.4583333 2,791 2,800 tn 45.00$ 126,000.00$

Misc. tie-in material 1 ls 10,000.00$ 10,000.00$

MH w/F&C 11 ea 4,000.00$ 44,000.00$

Police details 1,920 hr 55.00$ 105,600.00$

Gravel backfill 3,460 24.00 4.9 21,098 21,100 cy 20.00$ 422,000.00$

Testing 1 ls 10,000.00$ 10,000.00$

Jacking at RR 1 ls 100,000.00$ 100,000.00$

Gen Cond. items 1 ls 100,000.00$ 100,000.00$

Subtotal 1,897,460.00$

Contingency - see summary level 0% -$

Materials Total 1,897,460.00$

Total Budget 4,217,665.12$

CONFIDENTIAL

Page 1 of 1

Appendix B1

page 46

Prepared by: Keville Enterprises for RKG Associates

Appendix B2

Northpoint

Public Infrastructure Improvements

Reconstruction of Msgr O'Brien Highway -

Underground Utilities and Roadway Improvements

Revised Estimate

11/25/2014

Public Roadway Improvements CONFIDENTIAL

Item # Description Quantity Unit Unit Price Amount Unclassified excavation 15,450 cy $ 30.00 $ 463,500.00 Asphalt pavement excavation by cold planer 18,650 sy $ 6.00 $ 111,900.00 Gravel borrow 8,500 cy $ 37.00 $ 314,500.00 Fine grading and compacting 27,000 sy $ 4.00 $ 108,000.00 Dense graded crushed stone for sub-base 2,100 cy $ 47.00 $ 98,700.00 Hot mix asphalt base course 5,000 ton $ 110.00 $ 550,000.00

High early strength cement conc. base course 1,200 sy $ 55.00 $ 66,000.00 Calcium chloride for roadway dust control 17,000 lb $ 0.50 $ 8,500.00 Water for roadway dust control 17 mg1 $ 100.00 $ 1,700.00 Hot mix asphalt 7,600 ton $ 110.00 $ 836,000.00 Bitumen for prime coat 1,800 gal $ 6.00 $ 10,800.00 Bitumen for tack coat 1,700 gal $ 6.00 $ 10,200.00 Hot poured rubberized asphalt sealer 38,000 If $ 0.30 $ 11,400.00 Hot mix asphalt for misc. work 1,500 ton $ 110.00 $ 165,000.00 Sawing asphalt pavement 16,700 If $ 4.00 $ 66,800.00 Scored cement concrete pavement 18 sy $ 50.00 $ 900.00 Granite curb type VB - straight 3,900 If $ 50.00 $ 195,000.00 Granite curb type VB - curved 1,575 If $ 60.00 $ 94,500.00 Granite transition curb for wheelchair ramps -straight 280 If $ 40.00 $ 11,200.00 Granite transition curb for wheelchair ramps -curved 390 If $ 45.00 $ 17,550.00 Granite curb inlet - straight 16 ea $ 325.00 $ 5,200.00 Granite curb inlet - curved 9 ea $ 375.00 $ 3,375.00 Granite curb corner - type B 3 ea $ 250.00 $ 750.00 Curb removed and reset 5,950 If $ 20.00 $ 119,000.00 Curb inlet removed and reset 19 ea $ 175.00 $ 3,325.00 Curb corner removed and reset 25 ea $ 150.00 $ 3,750.00 Curb removed and stacked 5,500 If $ 10.00 $ 55,000.00 Curb inlet removed and stacked 26 ea $ 30.00 $ 780.00 Curb corner removed and stacked 24 ea $ 30.00 $ 720.00 Cement concrete sidewalk, incl. gravel base 7,000 sy $ 96.00 $ 672,000.00 Cement concrete sidewalk at driveways 800 sy $ 100.00 $ 80,000.00 Cement concrete wheelchair ramp 700 sy $ 120.00 $ 84,000.00 Traffic signal reconstruction location no. 1 (Third & O'Brien) 1 Is $ 200,000.00 $ 200,000.00 Traffic signal reconstruction location no. 2 (Water & O'Brien) 1 Is $ 200,000.00 $ 200,000.00 Traffic signal reconstruction location no. 3 (First & O'Brien) 1 Is $ 250,000.00 $ 250,000.00 Traffic signal reconstruction location no. 4 (First & Cambridge) 1 Is $ 200,000.00 $ 200,000.00 Traffic signal reconstruction location no. 5 (East/O'Brien/Cambridge) 1 Is $ 250,000.00 $ 250,000.00

Page 1 of 4 page 47

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Reconstruction of Msgr O'Brien Highway -

Underground Utilities and Roadway Improvements

Revised Estimate

11/25/2014

Item # Description Quantity Unit Unit Price Amount

Unclassified excavation 15,450 cy 30.00$ 463,500.00$

Asphalt pavement excavation by cold planer 18,650 sy 6.00$ 111,900.00$

Gravel borrow 8,500 cy 37.00$ 314,500.00$

Fine grading and compacting 27,000 sy 4.00$ 108,000.00$

Dense graded crushed stone for sub-base 2,100 cy 47.00$ 98,700.00$

Hot mix asphalt base course 5,000 ton 110.00$ 550,000.00$

High early strength cement conc. base course 1,200 sy 55.00$ 66,000.00$

Calcium chloride for roadway dust control 17,000 lb 0.50$ 8,500.00$

Water for roadway dust control 17 mgl 100.00$ 1,700.00$

Hot mix asphalt 7,600 ton 110.00$ 836,000.00$

Bitumen for prime coat 1,800 gal 6.00$ 10,800.00$

Bitumen for tack coat 1,700 gal 6.00$ 10,200.00$

Hot poured rubberized asphalt sealer 38,000 lf 0.30$ 11,400.00$

Hot mix asphalt for misc. work 1,500 ton 110.00$ 165,000.00$

Sawing asphalt pavement 16,700 lf 4.00$ 66,800.00$

Scored cement concrete pavement 18 sy 50.00$ 900.00$

Granite curb type VB - straight 3,900 lf 50.00$ 195,000.00$

Granite curb type VB - curved 1,575 lf 60.00$ 94,500.00$

Granite transition curb for wheelchair ramps -

straight 280 lf 40.00$ 11,200.00$

Granite transition curb for wheelchair ramps -

curved 390 lf 45.00$ 17,550.00$

Granite curb inlet - straight 16 ea 325.00$ 5,200.00$

Granite curb inlet - curved 9 ea 375.00$ 3,375.00$

Granite curb corner - type B 3 ea 250.00$ 750.00$

Curb removed and reset 5,950 lf 20.00$ 119,000.00$

Curb inlet removed and reset 19 ea 175.00$ 3,325.00$

Curb corner removed and reset 25 ea 150.00$ 3,750.00$

Curb removed and stacked 5,500 lf 10.00$ 55,000.00$

Curb inlet removed and stacked 26 ea 30.00$ 780.00$

Curb corner removed and stacked 24 ea 30.00$ 720.00$

Cement concrete sidewalk, incl. gravel base 7,000 sy 96.00$ 672,000.00$

Cement concrete sidewalk at driveways 800 sy 100.00$ 80,000.00$

Cement concrete wheelchair ramp 700 sy 120.00$ 84,000.00$

Traffic signal reconstruction location no. 1 (Third

& O'Brien) 1 ls 200,000.00$ 200,000.00$

Traffic signal reconstruction location no. 2 (Water

& O'Brien) 1 ls 200,000.00$ 200,000.00$

Traffic signal reconstruction location no. 3 (First &

O'Brien) 1 ls 250,000.00$ 250,000.00$

Traffic signal reconstruction location no. 4 (First &

Cambridge) 1 ls 200,000.00$ 200,000.00$

Traffic signal reconstruction location no. 5

(East/O'Brien/Cambridge) 1 ls 250,000.00$ 250,000.00$

CONFIDENTIALPublic Roadway Improvements

Page 1 of 4

Appendix B2

page 47

Prepared by: Keville Enterprises for RKG Associates

Appendix B2

Northpoint Public Infrastructure Improvements

Reconstruction of Msgr O'Brien Highway - Underground Utilities and Roadway Improvements

Revised Estimate

11/25/2014

Traffic signal reconstruction location no. 6 (Land &

O'Brien) 1 Is $ 250,000.00 $ 250,000.00

Traffic signal reconstruction location no. 7

(Museum & O'Brien) 1 Is $ 200,000.00 $ 200,000.00

System interconnect - Is $ 300,000.00 $ -

Warning, regulatory & route marker - Alum. panel

type A 800 sf $ 15.00 $ 12,000.00

Sign support w/ 1 breakaway post - steel 75 ea $ 100.00 $ 7,500.00

Sign support w/ 2 breakaway post - steel 4 ea $ 300.00 $ 1,200.00

Pavement arrows and legends - refl. white

(thermoplastic) 1,300 sf $ 5.00 $ 6,500.00

Raised pavement marker - one way white 200 ea $ 25.00 $ 5,000.00

Raised pavement marker - one way yellow 100 ea $ 25.00 $ 2,500.00

4in reflectorized white line (thermoplastic) 12,400 If $ 0.75 $ 9,300.00

12in reflectorized white line (thermoplastic) 3,800 If $ 1.50 $ 5,700.00

4in reflectorized yellow line (thermoplastic) 6,350 If $ 0.75 $ 4,762.50

12in reflectorized yellow line (thermoplastic) 250 If $ 1.50 $ 375.00

Street name sign 28 ea $ 150.00 $ 4,200.00

Traffic sign removed & stacked 75 ea $ 60.00 $ 4,500.00

Misc. sign removed & stacked 15 ea $ 100.00 $ 1,500.00

Temp. traffic control signal location no. 1

(Cambridge & O'Brien) 1 Is $ 125,000.00 $ 125,000.00

Temp. traffic control signal location no. 2

(Cambridge & First) 1 Is $ 125,000.00 $ 125,000.00

Temp. signals removed & stacked 1 Is $ 50,000.00 $ 50,000.00

Temp. traffic management 1 Is $ 350,000.00 $ 350,000.00

Contaminated material disposal 1 ALL $ 200,000.00 $ 200,000.00

Contaminated material disposal 1 ALL $ (100,315.00) $ (100,315.00) Police services 1 ALL $ 500,000.00 $ 500,000.00

PUBLIC ROADWAY IMPROVEMENTS SUBTOTAL $ - $ 7,034,772.50 $ - $ 7,272,197.00

$ - $ (237,424.50)

Public Utility Relocation Allowance $ $ -

Item # Description Quantity Unit Unit Price Amount Sanitary structure adjusted 23 ea $ 275.00 $ 6,325.00

Sanitary structure remodeled 8 ea $ 600.00 $ 4,800.00

4in ductile iron water pipe (MJ) 10 If $ 60.00 $ 600.00

8in ductile iron water pipe (MJ) 210 If $ 60.00 $ 12,600.00

Ductile iron fittings for water pipe 1,800 lb $ 5.00 $ 9,000.00

Gate box adjusted 56 ea $ 120.00 $ 6,720.00

Hydrant removed and reset 2 ea $ 1,800.00 $ 3,600.00

Hydrant adjusted 9 ea $ 900.00 $ 8,100.00

Electric ductbank workaround 1 ALL $ 250,000.00 $ 250,000.00

Telephone ductbank workaround 1 ALL $ 250,000.00 $ 250,000.00

F/O ductbank workaround 1 ALL $ 10,000.00 $ 10,000.00

Cable TV ductbank workaround 1 ALL $ 5,000.00 $ 5,000.00

Gas main relocated 70 ALL $ 100.00 $ 7,000.00

Page 2 of 4 page 48

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Reconstruction of Msgr O'Brien Highway -

Underground Utilities and Roadway Improvements

Revised Estimate

11/25/2014

Traffic signal reconstruction location no. 6 (Land &

O'Brien) 1 ls 250,000.00$ 250,000.00$

Traffic signal reconstruction location no. 7

(Museum & O'Brien) 1 ls 200,000.00$ 200,000.00$

System interconnect - ls 300,000.00$ -$

Warning, regulatory & route marker - Alum. panel

type A 800 sf 15.00$ 12,000.00$

Sign support w/ 1 breakaway post - steel 75 ea 100.00$ 7,500.00$

Sign support w/ 2 breakaway post - steel 4 ea 300.00$ 1,200.00$

Pavement arrows and legends - refl. white

(thermoplastic) 1,300 sf 5.00$ 6,500.00$

Raised pavement marker - one way white 200 ea 25.00$ 5,000.00$

Raised pavement marker - one way yellow 100 ea 25.00$ 2,500.00$

4in reflectorized white line (thermoplastic) 12,400 lf 0.75$ 9,300.00$

12in reflectorized white line (thermoplastic) 3,800 lf 1.50$ 5,700.00$

4in reflectorized yellow line (thermoplastic) 6,350 lf 0.75$ 4,762.50$

12in reflectorized yellow line (thermoplastic) 250 lf 1.50$ 375.00$

Street name sign 28 ea 150.00$ 4,200.00$

Traffic sign removed & stacked 75 ea 60.00$ 4,500.00$

Misc. sign removed & stacked 15 ea 100.00$ 1,500.00$

Temp. traffic control signal location no. 1

(Cambridge & O'Brien) 1 ls 125,000.00$ 125,000.00$

Temp. traffic control signal location no. 2

(Cambridge & First) 1 ls 125,000.00$ 125,000.00$

Temp. signals removed & stacked 1 ls 50,000.00$ 50,000.00$

Temp. traffic management 1 ls 350,000.00$ 350,000.00$

Contaminated material disposal 1 ALL 200,000.00$ 200,000.00$

Contaminated material disposal 1 ALL (100,315.00)$ (100,315.00)$

Police services 1 ALL 500,000.00$ 500,000.00$

-$ 7,034,772.50$

-$ 7,272,197.00$

-$ (237,424.50)$

-$

-$

Item # Description Quantity Unit Unit Price Amount

Sanitary structure adjusted 23 ea 275.00$ 6,325.00$

Sanitary structure remodeled 8 ea 600.00$ 4,800.00$

4in ductile iron water pipe (MJ) 10 lf 60.00$ 600.00$

8in ductile iron water pipe (MJ) 210 lf 60.00$ 12,600.00$

Ductile iron fittings for water pipe 1,800 lb 5.00$ 9,000.00$

Gate box adjusted 56 ea 120.00$ 6,720.00$

Hydrant removed and reset 2 ea 1,800.00$ 3,600.00$

Hydrant adjusted 9 ea 900.00$ 8,100.00$

Electric ductbank workaround 1 ALL 250,000.00$ 250,000.00$

Telephone ductbank workaround 1 ALL 250,000.00$ 250,000.00$

F/O ductbank workaround 1 ALL 10,000.00$ 10,000.00$

Cable TV ductbank workaround 1 ALL 5,000.00$ 5,000.00$

Gas main relocated 70 ALL 100.00$ 7,000.00$

PUBLIC ROADWAY IMPROVEMENTS SUBTOTAL

Public Utility Relocation Allowance

Page 2 of 4

Appendix B2

page 48

Prepared by: Keville Enterprises for RKG Associates

Appendix B2

Northpoint

Public Infrastructure Improvements

Reconstruction of Msgr O'Brien Highway -

Underground Utilities and Roadway Improvements

Revised Estimate

11/25/2014

Gas service reconnected 3 ALL $ 2,500.00 $ 7,500.00

Gas line workaround 1 ALL $ 20,000.00 $ 20,000.00

Sewer service reconnected 3 ALL $ 2,500.00 $ 7,500.00

Sewer line workaround 1 ALL $ 50,000.00 $ 50,000.00

Water service reconnected 4 ALL $ 2,500.00 $ 10,000.00

Water line workaround 1 ALL $ 50,000.00 $ 50,000.00

Utility conflicts 1 ALL $ 100,000.00 $ 100,000.00

Contaminated material disposal 1 ALL $ 100,315.00 $ 100,315.00

Temp. traffic management 1 Is $ 240,000.00 $ 240,000.00 Police services 1 ALL $ 160,000.00 $ 160,000.00

PUBLIC UTILITY RELOCATION ALLOWANCE SUBTOTAL $ - $ 1,319,060.00 $ -

$ -

Stormwater Management System Allowance $ -

$ - Item # Description Quantity Unit Unit Price Amount

Class B trench excay. 500 cy $ 50.00 $ 25,000.00

Class B rock excay. 20 cy $ 200.00 $ 4,000.00

Drainage structure abandoned 10 ea $ 350.00 $ 3,500.00

Drainage structure removed 18 cy $ 500.00 $ 9,000.00

Gravel borrow for backfill 1,500 cy $ 32.00 $ 48,000.00

Cruched stone for drainage, waterworks and

revetment 220 ea $ 40.00 $ 8,800.00

Catch basin 24 ea $ 4,000.00 $ 96,000.00

Drainage MH 6 ea $ 5,000.00 $ 30,000.00

Gutter inlet 8 ea $ 2,500.00 $ 20,000.00

Drainage structure adjusted 46 ea $ 500.00 $ 23,000.00

Drainage structure change in type 2 ea $ 1,500.00 $ 3,000.00

Drainage structure remodeled 10 ea $ 1,200.00 $ 12,000.00

Frame and cover 78 ea $ 750.00 $ 58,500.00

Frame and grate - MHD cascade type 46 ea $ 750.00 $ 34,500.00

Frame and grate or cover removed and stacked 86 ea $ 100.00 $ 8,600.00

10in DIP 130 If $ 100.00 $ 13,000.00

12in RCP (class V) 1,470 If $ 50.00 $ 73,500.00

Class B trench excay. 800 cy $ 50.00 $ 40,000.00

Class B rock excay. 5 cy $ 200.00 $ 1,000.00

Drainage structure removed 5 ea $ 500.00 $ 2,500.00

Gravel borrow 80 cy $ 37.00 $ 2,960.00

Gravel borrow for backfill 1,500 cy $ 32.00 $ 48,000.00

Drainage MH 9 ea $ 5,000.00 $ 45,000.00

Drainage MH - Special 7 ea $ 7,500.00 $ 52,500.00

Drainage structure adjusted 2 ea $ 300.00 $ 600.00

12in RCP (class V) 65 If $ 50.00 $ 3,250.00

15in RCP (class V) 30 If $ 60.00 $ 1,800.00

18in RCP (class V) 120 If $ 65.00 $ 7,800.00

24in RCP (class V) 750 If $ 70.00 $ 52,500.00

36in RCP (class V) 305 If $ 90.00 $ 27,450.00

12in PVC sanitary sewer pipe 30 If $ 45.00 $ 1,350.00

Page 3 of 4 page 49

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Reconstruction of Msgr O'Brien Highway -

Underground Utilities and Roadway Improvements

Revised Estimate

11/25/2014

Gas service reconnected 3 ALL 2,500.00$ 7,500.00$

Gas line workaround 1 ALL 20,000.00$ 20,000.00$

Sewer service reconnected 3 ALL 2,500.00$ 7,500.00$

Sewer line workaround 1 ALL 50,000.00$ 50,000.00$

Water service reconnected 4 ALL 2,500.00$ 10,000.00$

Water line workaround 1 ALL 50,000.00$ 50,000.00$

Utility conflicts 1 ALL 100,000.00$ 100,000.00$

Contaminated material disposal 1 ALL 100,315.00$ 100,315.00$

Temp. traffic management 1 ls 240,000.00$ 240,000.00$

Police services 1 ALL 160,000.00$ 160,000.00$

-$ 1,319,060.00$

-$

-$

-$

-$

Item # Description Quantity Unit Unit Price Amount

Class B trench excav. 500 cy 50.00$ 25,000.00$

Class B rock excav. 20 cy 200.00$ 4,000.00$

Drainage structure abandoned 10 ea 350.00$ 3,500.00$

Drainage structure removed 18 cy 500.00$ 9,000.00$

Gravel borrow for backfill 1,500 cy 32.00$ 48,000.00$

Cruched stone for drainage, waterworks and

revetment 220 ea 40.00$ 8,800.00$

Catch basin 24 ea 4,000.00$ 96,000.00$

Drainage MH 6 ea 5,000.00$ 30,000.00$

Gutter inlet 8 ea 2,500.00$ 20,000.00$

Drainage structure adjusted 46 ea 500.00$ 23,000.00$

Drainage structure change in type 2 ea 1,500.00$ 3,000.00$

Drainage structure remodeled 10 ea 1,200.00$ 12,000.00$

Frame and cover 78 ea 750.00$ 58,500.00$

Frame and grate - MHD cascade type 46 ea 750.00$ 34,500.00$

Frame and grate or cover removed and stacked 86 ea 100.00$ 8,600.00$

10in DIP 130 lf 100.00$ 13,000.00$

12in RCP (class V) 1,470 lf 50.00$ 73,500.00$

Class B trench excav. 800 cy 50.00$ 40,000.00$

Class B rock excav. 5 cy 200.00$ 1,000.00$

Drainage structure removed 5 ea 500.00$ 2,500.00$

Gravel borrow 80 cy 37.00$ 2,960.00$

Gravel borrow for backfill 1,500 cy 32.00$ 48,000.00$

Drainage MH 9 ea 5,000.00$ 45,000.00$

Drainage MH - Special 7 ea 7,500.00$ 52,500.00$

Drainage structure adjusted 2 ea 300.00$ 600.00$

12in RCP (class V) 65 lf 50.00$ 3,250.00$

15in RCP (class V) 30 lf 60.00$ 1,800.00$

18in RCP (class V) 120 lf 65.00$ 7,800.00$

24in RCP (class V) 750 lf 70.00$ 52,500.00$

36in RCP (class V) 305 lf 90.00$ 27,450.00$

12in PVC sanitary sewer pipe 30 lf 45.00$ 1,350.00$

PUBLIC UTILITY RELOCATION ALLOWANCE SUBTOTAL

Stormwater Management System Allowance

Page 3 of 4

Appendix B2

page 49

Prepared by: Keville Enterprises for RKG Associates

Appendix B2

Northpoint

Public Infrastructure Improvements

Reconstruction of Msgr O'Brien Highway -

Underground Utilities and Roadway Improvements

Revised Estimate

11/25/2014

15in PVC sanitary sewer pipe 140 If $ 50.00 $ 7,000.00

Dense graded crushed stone for sub-base 35 cy $ 47.00 $ 1,645.00

Hot mix asphalt base course 70 ton $ 110.00 $ 7,700.00

Hot mix asphalt 70 ton $ 110.00 $ 7,700.00 Hot mix asphalt for misc. work 100 ton $ 110.00 $ 11,000.00

STORMWATER MANAGEMENT SYSTEM ALLOWANCE SUBTOTAL $ - $ 792,155.00 $ -

$ - Landscaping and Streetscaping Allowance $ -

$ - Item # Description Quantity Unit Unit Price Amount

Mobilization 1 Is $ 300,000.00 $ 300,000.00

Highway lighting pole and luminaire (DCR std) 120 ea $ 7,500.00 $ 900,000.00

Highway lighting foundation 120 ea $ 3,500.00 $ 420,000.00

System interconnect 1 Is $ 300,000.00 $ 300,000.00

Trees 120 ea $ 600.00 $ 72,000.00

Shrubs 1,000 ea $ 50.00 $ 50,000.00

Irrigation pipe 8,500 If $ 20.00 $ 170,000.00

Sprinkler head 250 ea $ 30.00 $ 7,500.00

Brick walk 200 sy $ 250.00 $ 50,000.00

Tree grate 30 ea $ 2,500.00 $ 75,000.00

Loam borrow 125 cy $ 50.00 $ 6,250.00

Seeding 1,000 sy $ 5.00 $ 5,000.00 Aged pine bark mulch 850 cy $ 80.00 $ 68,000.00

LANDSCAPING AND STREETSCAPING ALLOWANCE SUBTOTAL $ - $ 2,423,750.00 $ -

$ -

SU M MARY - $ -

Public Roadway Improvements $ - $ 7,034,772.50

Public Utility Relocation Allowance $ - $ 1,319,060.00

Stormwater Management System Allowance $ - $ 792,155.00 Landscaping and Streetscaping Allowance $ - $ 2,423,750.00

Subtotal - O'Brien Hwy, First St. Extension & Cambridge St - Pre 25% Design Phase $ - $ 11,569,737.50

Escalation to 2017 Dollars (3%/yr) - see summary 0.0% $ - $ -

Subtotal $ - $ 11,569,737.50 Mobilization - see landscaping $ - $ -

TOTAL - O'Brien Hwy, First St. Extension & Cambridge St - Pre 25% Design Phase $ - $ 11,569,737.50

Page 4 of 4

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Reconstruction of Msgr O'Brien Highway -

Underground Utilities and Roadway Improvements

Revised Estimate

11/25/2014

15in PVC sanitary sewer pipe 140 lf 50.00$ 7,000.00$

Dense graded crushed stone for sub-base 35 cy 47.00$ 1,645.00$

Hot mix asphalt base course 70 ton 110.00$ 7,700.00$

Hot mix asphalt 70 ton 110.00$ 7,700.00$

Hot mix asphalt for misc. work 100 ton 110.00$ 11,000.00$

-$ 792,155.00$

-$

-$

-$

-$

Item # Description Quantity Unit Unit Price Amount

Mobilization 1 ls 300,000.00$ 300,000.00$

Highway lighting pole and luminaire (DCR std) 120 ea 7,500.00$ 900,000.00$

Highway lighting foundation 120 ea 3,500.00$ 420,000.00$

System interconnect 1 ls 300,000.00$ 300,000.00$

Trees 120 ea 600.00$ 72,000.00$

Shrubs 1,000 ea 50.00$ 50,000.00$

Irrigation pipe 8,500 lf 20.00$ 170,000.00$

Sprinkler head 250 ea 30.00$ 7,500.00$

Brick walk 200 sy 250.00$ 50,000.00$

Tree grate 30 ea 2,500.00$ 75,000.00$

Loam borrow 125 cy 50.00$ 6,250.00$

Seeding 1,000 sy 5.00$ 5,000.00$

Aged pine bark mulch 850 cy 80.00$ 68,000.00$

-$ 2,423,750.00$

-$

-$

SUMMARY - -$

Public Roadway Improvements -$ 7,034,772.50$

Public Utility Relocation Allowance -$ 1,319,060.00$

Stormwater Management System Allowance -$ 792,155.00$

Landscaping and Streetscaping Allowance -$ 2,423,750.00$

Subtotal - O'Brien Hwy, First St. Extension & Cambridge St - Pre 25% Design Phase -$ 11,569,737.50$

Escalation to 2017 Dollars (3%/yr) - see summary 0.0% -$ -$

Subtotal -$ 11,569,737.50$

Mobilization - see landscaping -$ -$

TOTAL - O'Brien Hwy, First St. Extension & Cambridge St - Pre 25% Design Phase -$ 11,569,737.50$

Landscaping and Streetscaping Allowance

LANDSCAPING AND STREETSCAPING ALLOWANCE SUBTOTAL

STORMWATER MANAGEMENT SYSTEM ALLOWANCE SUBTOTAL

Page 4 of 4

Appendix B2

page 50

Appendix B3

Prepared by: Northpoint 11/25/2014

Keville Enterprises Public Infrastructure Improvements for RKG Associates Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

CONFIDENTIAL Bulk Site West Blvd Dawes Street

Unit Unit Price Quantity Extension Total Quantity Extension Total Quantity Extension Total

1 Div 1 - General Requirements $ - $ 486,000 $ - $ 114,200 $ - $ 177,000

1 Labor for general cleaning and safety (2 laborer x8 hr/day x 5 days/wk g$55/hr) wk $ 4,400.00 52 $ 228,800 12 $ 52,800 20 $ 88,000

1 Police details ($55/hr) day $ 440.00 130 $ 57,200 60 $ 26,400 100 $ 44,000 1 Street sweeping/dust control allow 1.00 $ 100,000 $ 100,000 $ 20,000 $ 20,000 $ 25,000 $ 25,000 1 Site fence & barricade allow 1.00 $ 100,000 $ 100,000 $ 15,000 $ 15,000 $ 20,000 $ 20,000 1 $ - $ $

Div 2 -Sitework $ - $ - $ - 2.1 Selective Demolition $ - $ 100,000 $ - $ 50,000 $ - $ 75,000 2.1 Site demo allow 1.00 $ 100,000 $ 100,000 $ 50,000 $ 50,000 $ 75,000 $ 75,000 2.1 Demo existing Marketing Bldg allow 1.00 $ - $ - $ - $ $ - $ 2.1 $ - $ - $ -

2.2 Earthwork $ - $ 1,605,000 $ - $ - $ - $ - 2.2 Clean fill to be imported for landscaped area cy $ 40.00 15,000 $ 600,000 - $ $ 2.2 Clean fill to be imported for ROW cy $ 25.00 21,000 $ 525,000 - $ - $ -

2.2 offsite disposal of unsuitable b/fill material (assume hazardous) cy $ 68.00 5,000 $ 340,000 - $ - $ -

2.2 Relocate surcharge pile

(assume 15k cy pile relocated 8 times) allow 4.00 $ 35,000 $ 140,000 $ - $ - $ - 2.2 $ - $ - $ -

2.3 Erosion Control $ - $ 100,000 $ - $ 25,000 $ - $ 25,000

2.3

Site prep - incl. mobilization, erosion control, temp.

protection etc allow 1.00 $ 100,000 $ 100,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000

$ - $ $ 2.4 Stormwater System $ - $ - $ - $ 123,880 $ - $ 217,960

2.4 Drainpipe- 18in RCP If $ 58.00 $ 620 $ 35,960 1,000 $ 58,000

2.4 Drainpipe- 12in RCP If $ 47.00 $ - 140 $ 6,580 300 $ 14,100

2.4 F/I catch basin, complete ea $ 3,500.00 $ - 6 $ 21,000 11 $ 38,500

2.4 F/I MH, complete ea $ 4,000.00 $ - 5 $ 20,000 10 $ 40,000

2.4 F/I area drain ea $ 500.00 $ - - $ - 1 $ 500

2.4 F/I flare end ea $ 1,000.00 $ - - $ - - $ -

2.4 F/I head wall ea $ 5,000.00 $ - - $ - - $ -

2.4 Connect to existing ea $ 5,250.00 $ - - $ - - $ -

2.4 Excav trench for drain pipe If $ 6.00 $ - 760 $ 4,560 1,300 $ 7,800

2.4 B/fill with imported materials cy $ 30.00 $ - 400 $ 12,000 600 $ 18,000

2.4 Crushed stone bedding for drain pipe cy $ 39.00 $ - 400 $ 15,600 700 $ 27,300

2.4 Dispose onsite excavated materials cy $ 5.00 $ - 800 $ 4,000 1,300 $ 6,500

2.4 Filter fabric wrap sy $ 2.20 $ - 1,900 $ 4,180 3,300 $ 7,260

2.4 $ - $ - $ - 2.5 Groundwater System $ - $ - $ - $ - $ - $ 150,000

2.5 Subsurface infiltration system between parcels allow 1.00 $ $ $ 75,000 $ 75,000

2.5 Subsurface infiltration system between parcels allow 1.00 $ - $ - $ 75,000 $ 75,000

2.5 $ - $ - $ 2.6 Sanitary System $ - $ - $ - $ 49,720 $ - $ 124,460

2.6 Sewer pipe - 10in PVC If $ 40.00 $ 500 $ 20,000 - $ -

2.6 Sewer pipe - 8in PVC If $ 35.00 $ - - $ - 1,300 $ 45,500

2.6 F/I MH, complete ea $ 4,000.00 $ - 3 $ 12,000 9 $ 36,000

2.6 Connect to existing ea $ 3,150.00 $ - - $ - - $ -

2.6 Excav trench for sewer pipe If $ 6.00 $ - 500 $ 3,000 1,300 $ 7,800

2.6 B/fill with imported materials cy $ 30.00 $ - 100 $ 3,000 200 $ 6,000

2.6 Crushed stone bedding for drainage pipes cy $ 39.00 $ - 200 $ 7,800 500 $ 19,500

2.6 Dispose onsite excavated materials cy $ 5.00 $ - 300 $ 1,500 700 $ 3,500

2.6 Filter fabric wrap sy $ 2.20 $ - 1,100 $ 2,420 2,800 $ 6,160

2.6 $ - $ - $ -

2.7 Water Supply System $ - $ - $ - $ 101,520 $ - $ 219,480

2.7 Water main - 12in If $ 63.00 $ 800 $ 50,400 1,600 $ 100,800

2.7 Water - 8in If $ 42.00 $ - - $ - 60 $ 2,520

2.7 Water - 6in If $ 40.00 $ - 20 $ 800 100 $ 4,000

2.7 F/I hydrant, complete ea $ 5,000.00 $ - 1 $ 5,000 4 $ 20,000

2.7 Water valve ea $ 3,000.00 $ - 4 $ 12,000 11 $ 33,000

2.7 Connect to existing ea $ 2,100.00 $ - - $ - - $ -

2.7 Excav trench for water pipe If $ 6.00 $ - 820 $ 4,920 1,760 $ 10,560

2.7 B/fill with imported materials cy $ 30.00 $ - 500 $ 15,000 1,000 $ 30,000

2.7 Dispose onsite excavated materials cy $ 5.00 $ - 500 $ 2,500 1,000 $ 5,000

2.7 Thrust block ea $ 300.00 $ - 2 $ 600 8 $ 2,400

2.7 Concrete bed at fire hydrant ea $ 300.00 $ - 1 $ 300 4 $ 1,200

2.7 Water test allow 1.00 $ - $ 10,000 $ 10,000 $ 10,000 $ 10,000

2.7 $ - $ $ 2.8 Gas System $ - $ - $ - $ 13,500 $ - $ 48,100

2.8 Gas piping - by gas co. - NIC NIC $ $ - $ -

2.8 Gas valve - by gas co. - NIC NIC $ - $ - $ -

2.8 Gas connection-by gas co. - NIC NIC $ - $ - $ -

2.8 Excav trench for water pipe If $ 6.00 $ - 500 $ 3,000 1,600 $ 9,600

2.8 B/fill with imported materials cy $ 30.00 $ - 300 $ 9,000 1,100 $ 33,000

2.8 Dispose onsite excavated materials cy $ 5.00 $ - 300 $ 1,500 1,100 $ 5,500

2.8 $ - $ - $ -

2.9 Site Improvement $ - $ - $ - $ 5,000 $ - $ 5,000

2.9 Exterior sign with post & base allowance allow 1.00 $ $ 5,000 $ 5,000 $ 5,000 $ 5,000

2.9 $ - $ $ 2.11 Paving and Surfacing $ - $ - $ - $ 410,662 $ - $ 1,034,653 2.11 Granite curb If $ 50.00 $ 1,900 $ 95,000 4,700 $ 235,000

2. Crranite-eufb If $ $___ -1,900 $-- $_- 2.11 5.5in bit. concrete paving at roadway ton $ 110.00 $ 1,100 $ 121,000 2,900 $ 319,000 2.11 8in gravel base under roadway cy $ 37.00 $ - 790 $ 29,230 2,070 $ 76,590 2.11 4in dense graded base under roadway cy $ 47.00 $ - 400 $ 18,800 1,040 $ 48,880 2.11 Concrete sidewalk sf $ 10.00 $ - 12,439 $ 124,390 29,801 $ 298,010 2.11 6in gravel base under sidewalk cy $ 37.00 $ - 230 $ 8,510 550 $ 20,350

Page 1 of 6page 51

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

11/25/2014

CONFIDENTIALUnit Unit Price Quantity Extension Total Quantity Extension Total Quantity Extension Total

1 Div 1 - General Requirements -$ 486,000$ -$ 114,200$ -$ 177,000$

1

Labor for general cleaning and safety (2 laborer x 8 hr/day

x 5 days/wk @$55/hr) wk 4,400.00$ 52 228,800$ 12 52,800$ 20 88,000$

1 Police details ($55/hr) day 440.00$ 130 57,200$ 60 26,400$ 100 44,000$

1 Street sweeping/dust control allow 1.00 100,000$ 100,000$ 20,000$ 20,000$ 25,000$ 25,000$

1 Site fence & barricade allow 1.00 100,000$ 100,000$ 15,000$ 15,000$ 20,000$ 20,000$

1 -$ -$ -$

Div 2 - Sitework -$ -$ -$

2.1 Selective Demolition -$ 100,000$ -$ 50,000$ -$ 75,000$

2.1 Site demo allow 1.00 100,000$ 100,000$ 50,000$ 50,000$ 75,000$ 75,000$

2.1 Demo existing Marketing Bldg allow 1.00 -$ -$ -$ -$ -$ -$

2.1 -$ -$ -$

2.2 Earthwork -$ 1,605,000$ -$ -$ -$ -$

2.2 Clean fill to be imported for landscaped area cy 40.00$ 15,000 600,000$ - -$ -$

2.2 Clean fill to be imported for ROW cy 25.00$ 21,000 525,000$ - -$ -$

2.2

offsite disposal of unsuitable b/fill material (assume

hazardous) cy 68.00$ 5,000 340,000$ - -$ -$

2.2

Relocate surcharge pile

(assume 15k cy pile relocated 8 times) allow 4.00 35,000$ 140,000$ -$ -$ -$

2.2 -$ -$ -$

2.3 Erosion Control -$ 100,000$ -$ 25,000$ -$ 25,000$

2.3

Site prep - incl. mobilization, erosion control, temp.

protection etc allow 1.00 100,000$ 100,000$ 25,000$ 25,000$ 25,000$ 25,000$

-$ -$ -$

2.4 Stormwater System -$ -$ -$ 123,880$ -$ 217,960$

2.4 Drain pipe - 18in RCP lf 58.00$ -$ 620 35,960$ 1,000 58,000$

2.4 Drain pipe - 12in RCP lf 47.00$ -$ 140 6,580$ 300 14,100$

2.4 F/I catch basin, complete ea 3,500.00$ -$ 6 21,000$ 11 38,500$

2.4 F/I MH, complete ea 4,000.00$ -$ 5 20,000$ 10 40,000$

2.4 F/I area drain ea 500.00$ -$ - -$ 1 500$

2.4 F/I flare end ea 1,000.00$ -$ - -$ - -$

2.4 F/I head wall ea 5,000.00$ -$ - -$ - -$

2.4 Connect to existing ea 5,250.00$ -$ - -$ - -$

2.4 Excav trench for drain pipe lf 6.00$ -$ 760 4,560$ 1,300 7,800$

2.4 B/fill with imported materials cy 30.00$ -$ 400 12,000$ 600 18,000$

2.4 Crushed stone bedding for drain pipe cy 39.00$ -$ 400 15,600$ 700 27,300$

2.4 Dispose onsite excavated materials cy 5.00$ -$ 800 4,000$ 1,300 6,500$

2.4 Filter fabric wrap sy 2.20$ -$ 1,900 4,180$ 3,300 7,260$

2.4 -$ -$ -$

2.5 Groundwater System -$ -$ -$ -$ -$ 150,000$

2.5 Subsurface infiltration system between parcels allow 1.00 -$ -$ 75,000$ 75,000$

2.5 Subsurface infiltration system between parcels allow 1.00 -$ -$ 75,000$ 75,000$

2.5 -$ -$ -$

2.6 Sanitary System -$ -$ -$ 49,720$ -$ 124,460$

2.6 Sewer pipe - 10in PVC lf 40.00$ -$ 500 20,000$ - -$

2.6 Sewer pipe - 8in PVC lf 35.00$ -$ - -$ 1,300 45,500$

2.6 F/I MH, complete ea 4,000.00$ -$ 3 12,000$ 9 36,000$

2.6 Connect to existing ea 3,150.00$ -$ - -$ - -$

2.6 Excav trench for sewer pipe lf 6.00$ -$ 500 3,000$ 1,300 7,800$

2.6 B/fill with imported materials cy 30.00$ -$ 100 3,000$ 200 6,000$

2.6 Crushed stone bedding for drainage pipes cy 39.00$ -$ 200 7,800$ 500 19,500$

2.6 Dispose onsite excavated materials cy 5.00$ -$ 300 1,500$ 700 3,500$

2.6 Filter fabric wrap sy 2.20$ -$ 1,100 2,420$ 2,800 6,160$

2.6 -$ -$ -$

2.7 Water Supply System -$ -$ -$ 101,520$ -$ 219,480$

2.7 Water main - 12in lf 63.00$ -$ 800 50,400$ 1,600 100,800$

2.7 Water - 8in lf 42.00$ -$ - -$ 60 2,520$

2.7 Water - 6in lf 40.00$ -$ 20 800$ 100 4,000$

2.7 F/I hydrant, complete ea 5,000.00$ -$ 1 5,000$ 4 20,000$

2.7 Water valve ea 3,000.00$ -$ 4 12,000$ 11 33,000$

2.7 Connect to existing ea 2,100.00$ -$ - -$ - -$

2.7 Excav trench for water pipe lf 6.00$ -$ 820 4,920$ 1,760 10,560$

2.7 B/fill with imported materials cy 30.00$ -$ 500 15,000$ 1,000 30,000$

2.7 Dispose onsite excavated materials cy 5.00$ -$ 500 2,500$ 1,000 5,000$

2.7 Thrust block ea 300.00$ -$ 2 600$ 8 2,400$

2.7 Concrete bed at fire hydrant ea 300.00$ -$ 1 300$ 4 1,200$

2.7 Water test allow 1.00 -$ 10,000$ 10,000$ 10,000$ 10,000$

2.7 -$ -$ -$

2.8 Gas System -$ -$ -$ 13,500$ -$ 48,100$

2.8 Gas piping - by gas co. - NIC NIC -$ -$ -$

2.8 Gas valve - by gas co. - NIC NIC -$ -$ -$

2.8 Gas connection - by gas co. - NIC NIC -$ -$ -$

2.8 Excav trench for water pipe lf 6.00$ -$ 500 3,000$ 1,600 9,600$

2.8 B/fill with imported materials cy 30.00$ -$ 300 9,000$ 1,100 33,000$

2.8 Dispose onsite excavated materials cy 5.00$ -$ 300 1,500$ 1,100 5,500$

2.8 -$ -$ -$

2.9 Site Improvement -$ -$ -$ 5,000$ -$ 5,000$

2.9 Exterior sign with post & base allowance allow 1.00 -$ 5,000$ 5,000$ 5,000$ 5,000$

2.9 -$ -$ -$

2.11 Paving and Surfacing -$ -$ -$ 410,662$ -$ 1,034,653$

2.11 Granite curb lf 50.00$ -$ 1,900 95,000$ 4,700 235,000$

2.11 Granite curb lf -$ -$ 1,900 -$ - -$

2.11 5.5in bit. concrete paving at roadway ton 110.00$ -$ 1,100 121,000$ 2,900 319,000$

2.11 8in gravel base under roadway cy 37.00$ -$ 790 29,230$ 2,070 76,590$

2.11 4in dense graded base under roadway cy 47.00$ -$ 400 18,800$ 1,040 48,880$

2.11 Concrete sidewalk sf 10.00$ -$ 12,439 124,390$ 29,801 298,010$

2.11 6in gravel base under sidewalk cy 37.00$ -$ 230 8,510$ 550 20,350$

Bulk Site West Blvd Dawes Street

Page 1 of 6

Appendix B3

page 51

Appendix B3

Prepared by: Northpoint 11/25/2014 Keville Enterprises Public Infrastructure Improvements for RKG Associates Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

CONFIDENTIAL Bulk Site West Blvd Dawes Street

Unit Unit Price Quantity Extension Total Quantity Extension Total Quantity Extension Total 2.11 Tactile at HC ramp ea $ 200.00 $ 2 $ 400 16 $ 3,200 2.11 $ - $ $ 2.11 Traffic Markings $ - $ - $ - 2.11 Parking space marking-ROW ea $ 21.00 $ - 23 $ 483 90 $ 1,890 2.11 Bike marking ea $ 105.00 $ - 8 $ 840 36 $ 3,780 2.11 Large arrow marking ea $ 53.00 $ - 4 $ 212 26 $ 1,378 2.11 Small arrow marking for bike ea $ 42.00 $ - 8 $ 336 36 $ 1,512 2.11 Crosswalk stripe (white thermoplastic) ea $ 53.00 $ - 17 $ 901 84 $ 4,452 2.11 Center lane stripe - dbl If $ 6.40 $ - 750 $ 4,800 1,408 $ 9,011 2.11 Bike lane stripe - sgl If $ 3.20 $ - 1,800 $ 5,760 3,625 $ 11,600 2.11 ONLY marking loc $ 525.00 $ - - $ - $ 2.11 $ - $ - $ - 2.12 Landscaping $ - $ - $ - $ 80,000 $ - $ 4,739,000 2.12 Green island landscaping (allowance) sf $ 50.00 $ - $ 20,400 $ 1,020,000 2.12 Rough grade/cuts/fill for above sf $ 5.00 $ - - $ - 20,400 $ 102,000 2.12 Retail plaza area (allowance) sf $ 50.00 $ - - $ - 63,000 $ 3,150,000 2.12 Rough grade/cuts/fill for above sf $ 5.00 $ - - $ - 63,000 $ 315,000 2.12 4in dia caliper tree along new roadway ea $ 1,500.00 $ - 40 $ 60,000 76 $ 114,000 2.12 open pit with metal edging and mulch for tree ea $ 500.00 $ - 40 $ 20,000 76 $ 38,000 2.12 $ - $ $ 2.13 Offsite Utility Improvement $ - $ - $ - $ - $ - $ - 2.13 $ - $ $

Div 3 - Concrete $ - $ - $ - 3 Concrete/Rebar/Form $ - $ - $ - $ - $ - $ 79,815 3 4ft - 4.5ft high retaining wall $ - $ $ 3 Concrete - material cy $ 125.00 $ - $ - 93 $ 11,625

3

- Concrete- rebar (allow 150#/cy) lb $ 1.20 $ - - $ - 13,950 $ 16,740

3 Concrete-formwork sf $ 15.00 $ - - $ - 3,120 $ 46,800 3 Concrete - place & finish cy $ 50.00 $ - - $ - 93 $ 4,650

$ - $ - $ Div 16 - Electrical $ - $ - $ -

16 Site Electrical $ - $ - $ - $ 376,405 $ - $ 809,625

16 Excav/backfill trench for electrical/telephone ductbanks If $ 21.00 $ - 1,600 $ 33,600 3,300 $ 69,300

16 Telephone/electrical ductbanks/conduits encased in concrete If $ 80.00 $ - 1,600 $ 128,000 3,300 $ 264,000

16 Excav/backfill trench for site lighting and conduits

If $ 21.00 $ - 760 $ 15,960 3,000 $ 63,000 16 FA site lighting base, complete ea $ 525.00 $ - 5 $ 2,625 5 $ 2,625 16 $ - $ $

16

Furnish conduit for ductbank - allow 6 sets (assume 5" PVC) FA cable - exclusion g7 If $ 14.00 $ - 9,600 $ 134,400 19,800 $ 277,200

16 Electrical cable & conduit for site lighting (assume 3" RGS) If $ 32.00 $ - 760 $ 24,320 3,000 $ 96,000 16 Site lighting - sgl light fixture ea $ 7,500.00 $ - 5 $ 37,500 5 $ 37,500 16 Site lighting - sgl light fixture ea $ 10,000.00 $ - - $ - $

$ - $ - $ - $ - $ - $ -

SUBTOTAL $ 2,291,000 $ 2,291,000 $ 1,349,887 $ 1,349,887 $ 7,705,093 $ 7,705,093

Sub Bonds 1.30% $ 29,783 $ 17,549 $ 100,166

SUBTOTAL $ 2,320,783 $ 1,367,436 $ 7,805,259

General Conditions/Fee/Insurance 10.00% $ 232,078 $ 136,744 $ 780,526

SUBTOTAL $ 2,552,861 $ 1,504,179 $ 8,585,785

Building Permit 1.50% $ 38,293 $ 22,563 $ 128,787

SUBTOTAL $ 2,591,154 $ 1,526,742 $ 8,714,572

Escalation (Excluded) 0.00% $ - $ - $ -

SUBTOTAL $ 2,591,154 $ 1,526,742 $ 8,714,572

CM Bond 1.00% $ 25,912 $ 15,267 $ 87,146

SUBTOTAL $ 2,617,066 $ 1,542,009 $ 8,801,718

Insurance 1.55% $ 40,565 $ 23,901 $ 136,427

SUBTOTAL $ 2,657,630 $ 1,565,910 $ 8,938,144

CM Contingency 3.05% $ 79,800 $ 47,000 $ 268,500

SUBTOTAL $ 2,737,430 $ 1,612,910 $ 9,206,644

Design Contingency 15.00% $ 411,000 $ 242,000 $ 1,381,000

TOTAL $ 3,148,430 $ 1,854,910 $ 10,587,644

Page 2 of 6page 52

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

11/25/2014

CONFIDENTIALUnit Unit Price Quantity Extension Total Quantity Extension Total Quantity Extension Total

Bulk Site West Blvd Dawes Street

2.11 Tactile at HC ramp ea 200.00$ -$ 2 400$ 16 3,200$

2.11 -$ -$ -$

2.11 Traffic Markings -$ -$ -$

2.11 Parking space marking - ROW ea 21.00$ -$ 23 483$ 90 1,890$

2.11 Bike marking ea 105.00$ -$ 8 840$ 36 3,780$

2.11 Large arrow marking ea 53.00$ -$ 4 212$ 26 1,378$

2.11 Small arrow marking for bike ea 42.00$ -$ 8 336$ 36 1,512$

2.11 Crosswalk stripe (white thermoplastic) ea 53.00$ -$ 17 901$ 84 4,452$

2.11 Center lane stripe - dbl lf 6.40$ -$ 750 4,800$ 1,408 9,011$

2.11 Bike lane stripe - sgl lf 3.20$ -$ 1,800 5,760$ 3,625 11,600$

2.11 "ONLY" marking loc 525.00$ -$ - -$ - -$

2.11 -$ -$ -$

2.12 Landscaping -$ -$ -$ 80,000$ -$ 4,739,000$

2.12 Green island landscaping (allowance) sf 50.00$ -$ - -$ 20,400 1,020,000$

2.12 Rough grade/cuts/fill for above sf 5.00$ -$ - -$ 20,400 102,000$

2.12 Retail plaza area (allowance) sf 50.00$ -$ - -$ 63,000 3,150,000$

2.12 Rough grade/cuts/fill for above sf 5.00$ -$ - -$ 63,000 315,000$

2.12 4in dia caliper tree along new roadway ea 1,500.00$ -$ 40 60,000$ 76 114,000$

2.12 open pit with metal edging and mulch for tree ea 500.00$ -$ 40 20,000$ 76 38,000$

2.12 -$ -$ -$

2.13 Offsite Utility Improvement -$ -$ -$ -$ -$ -$

2.13 -$ - -$ -$

Div 3 - Concrete -$ -$ -$

3 Concrete/Rebar/Form -$ -$ -$ -$ -$ 79,815$

3 4ft - 4.5ft high retaining wall -$ - -$ -$

3 Concrete - material cy 125.00$ -$ - -$ 93 11,625$

3 Concrete - rebar (allow 150#/cy) lb 1.20$ -$ - -$ 13,950 16,740$

3 Concrete - formwork sf 15.00$ -$ - -$ 3,120 46,800$

3 Concrete - place & finish cy 50.00$ -$ - -$ 93 4,650$

-$ -$ -$

Div 16 - Electrical -$ -$ -$

16 Site Electrical -$ -$ -$ 376,405$ -$ 809,625$

16 Excav/backfill trench for electrical/telephone ductbanks lf 21.00$ -$ 1,600 33,600$ 3,300 69,300$

16

Telephone/electrical ductbanks/conduits encased in

concrete lf 80.00$ -$ 1,600 128,000$ 3,300 264,000$

16

Excav/backfill trench for site lighting and conduits

lf 21.00$ -$ 760 15,960$ 3,000 63,000$

16 F/I site lighting base, complete ea 525.00$ -$ 5 2,625$ 5 2,625$

16 -$ -$ -$

16

Furnish conduit for ductbank - allow 6 sets (assume 5"

PVC)

F/I cable - exclusion #7 lf 14.00$ -$ 9,600 134,400$ 19,800 277,200$

16 Electrical cable & conduit for site lighting (assume 3" RGS) lf 32.00$ -$ 760 24,320$ 3,000 96,000$

16 Site lighting - sgl light fixture ea 7,500.00$ -$ 5 37,500$ 5 37,500$

16 Site lighting - sgl light fixture ea 10,000.00$ -$ - -$ - -$

-$ -$ -$

-$ -$ -$

SUBTOTAL 2,291,000$ 2,291,000$ 1,349,887$ 1,349,887$ 7,705,093$ 7,705,093$

Sub Bonds 1.30% 29,783$ 17,549$ 100,166$

SUBTOTAL 2,320,783$ 1,367,436$ 7,805,259$

General Conditions/Fee/Insurance 10.00% 232,078$ 136,744$ 780,526$

SUBTOTAL 2,552,861$ 1,504,179$ 8,585,785$

Building Permit 1.50% 38,293$ 22,563$ 128,787$

SUBTOTAL 2,591,154$ 1,526,742$ 8,714,572$

Escalation (Excluded) 0.00% -$ -$ -$

SUBTOTAL 2,591,154$ 1,526,742$ 8,714,572$

CM Bond 1.00% 25,912$ 15,267$ 87,146$

SUBTOTAL 2,617,066$ 1,542,009$ 8,801,718$

Insurance 1.55% 40,565$ 23,901$ 136,427$

SUBTOTAL 2,657,630$ 1,565,910$ 8,938,144$

CM Contingency 3.05% 79,800$ 47,000$ 268,500$

SUBTOTAL 2,737,430$ 1,612,910$ 9,206,644$

Design Contingency 15.00% 411,000$ 242,000$ 1,381,000$

TOTAL 3,148,430$ 1,854,910$ 10,587,644$

Page 2 of 6

Appendix B3

page 52

Appendix B3

Prepared by: Northpoint 11/25/2014 Keville Enterprises Public Infrastructure Improvements for RKG Associates Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

CONFIDENTIAL North Street North First Street North Point Blvd

Unit Unit Price Quantity Extension Total Quantity Extension Total Quantity Extension Total 1 Div 1 - General Requirements $ - $ 202,000 $ - $ 129,200 $ - $ 116,000

1 Labor for general cleaning and safety (2 laborer x8 hr/day x 5 days/wk g$55/hr) wk $ 4,400.00 20 $ 88,000 12 $ 52,800 10 $ 44,000

1 Police details ($55/hr) day $ 440.00 100 $ 44,000 60 $ 26,400 50 $ 22,000 1 Street sweeping/dust control allow 1.00 $ 50,000 $ 50,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 1 Site fence & barricade allow 1.00 $ 20,000 $ 20,000 $ 20,000 $ 20,000 $ 20,000 $ 20,000 1 $ - $ $

Div 2 -Sitework $ - $ - $ - 2.1 Selective Demolition $ - $ 50,000 $ - $ 250,000 $ - $ 25,000 2.1 Site demo allow 1.00 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 25,000 $ 25,000 2.1 Demo existing Marketing Bldg allow 1.00 $ - $ - $ 200,000 $ 200,000 $ - $ 2.1 $ - $ - $ - 2.2 Earthwork $ - $ - $ - $ - $ - $ - 2.2 Clean fill to be imported for landscaped area cy $ 40.00 - $ - $ - $ 2.2 Clean fill to be imported for ROW cy $ 25.00 - $ - - $ - - $ -

2.2 offsite disposal of unsuitable b/fill material (assume hazardous) cy $ 68.00 - $ - - $ - - $ -

2.2 Relocate surcharge pile (assume 15k cy pile relocated 8 times) allow 4.00 $ - $ - $ - $ - $ - $ -

2.2 $ - $ - $ - 2.3 Erosion Control $ - $ 20,000 $ - $ 20,000 $ - $ 15,000

2.3 Site prep - incl. mobilization, erosion control, temp. protection etc allow 1.00 $ 20,000 $ 20,000 $ 20,000 $ 20,000 $ 15,000 $ 15,000

$ - $ $ 2.4 Stormwater System $ - $ 161,360 $ - $ 124,850 $ - $ 91,990 2.4 Drainpipe- 18in RCP If $ 58.00 600 $ 34,800 620 $ 35,960 540 $ 31,320 2.4 Drainpipe- 12in RCP If $ 47.00 300 $ 14,100 130 $ 6,110 60 $ 2,820 2.4 F/I catch basin, complete ea $ 3,500.00 10 $ 35,000 5 $ 17,500 4 $ 14,000 2.4 F/I MH, complete ea $ 4,000.00 6 $ 24,000 6 $ 24,000 2 $ 8,000 2.4 F/I area drain ea $ 500.00 - $ - - $ - - $ - 2.4 F/I flare end ea $ 1,000.00 2 $ 2,000 1 $ 1,000 - $ - 2.4 F/I head wall ea $ 5,000.00 1 $ 5,000 - $ - - $ - 2.4 Connect to existing ea $ 5,250.00 - $ - - $ - 1 $ 5,250 2.4 Excav trench for drain pipe If $ 6.00 900 $ 5,400 750 $ 4,500 600 $ 3,600 2.4 B/till with imported materials cy $ 30.00 400 $ 12,000 400 $ 12,000 300 $ 9,000 2.4 Crushed stone bedding for drain pipe cy $ 39.00 500 $ 19,500 400 $ 15,600 300 $ 11,700 2.4 Dispose onsite excavated materials cy $ 5.00 900 $ 4,500 800 $ 4,000 600 $ 3,000 2.4 Filter fabric wrap sy $ 2.20 2,300 $ 5,060 1,900 $ 4,180 1,500 $ 3,300 2.4 $ - $ - $ - 2.5 Groundwater System $ - $ 150,000 $ - $ - $ - $ - 2.5 Subsurface infiltration system between parcels allow 1.00 $ 75,000 $ 75,000 $ - $ $ - $ 2.5 Subsurface infiltration system between parcels allow 1.00 $ 75,000 $ 75,000 $ - $ - $ - $ - 2.5 $ - $ - $ - 2.6 Sanitary System $ - $ 51,680 $ - $ 33,550 $ - $ 66,430 2.6 Sewer pipe - 10in PVC If $ 40.00 620 $ 24,800 250 $ 10,000 680 $ 27,200 2.6 Sewer pipe-bin PVC If $ 35.00 - $ - - $ - - $ - 2.6 F/I MH, complete ea $ 4,000.00 2 $ 8,000 3 $ 12,000 3 $ 12,000 2.6 Connect to existing ea $ 3,150.00 - $ - 1 $ 3,150 1 $ 3,150 2.6 Excav trench for sewer pipe If $ 6.00 620 $ 3,720 250 $ 1,500 680 $ 4,080 2.6 B/till with imported materials cy $ 30.00 100 $ 3,000 40 $ 1,200 100 $ 3,000 2.6 Crushed stone bedding for drainage pipes cy $ 39.00 200 $ 7,800 100 $ 3,900 300 $ 11,700 2.6 Dispose onsite excavated materials cy $ 5.00 300 $ 1,500 140 $ 700 400 $ 2,000 2.6 Filter fabric wrap sy $ 2.20 1,300 $ 2,860 500 $ 1,100 1,500 $ 3,300 2.6 $ $ - $ - 2.7 Water Supply System $ - $ 155,780 $ - $ 83,020 $ - $ 87,746 2.7 Water main - 12in If $ 63.00 1,100 $ 69,300 440 $ 27,720 510 $ 32,130 2.7 Water-bin If $ 42.00 - $ - - $ - - $ - 2.7 Water - 6in If $ 40.00 80 $ 3,200 - $ - 70 $ 2,800 2.7 F/I hydrant, complete ea $ 5,000.00 3 $ 15,000 - $ - 3 $ 15,000 2.7 Water valve ea $ 3,000.00 8 $ 24,000 10 $ 30,000 3 $ 9,000 2.7 Connect to existing ea $ 2,100.00 - $ - 1 $ 2,100 1 $ 2,100

2.7 Excav trench for water pipe If $ 6.00 1,180 $ 7,080 450 $ 2,700 586 $ 3,516 2.7 B/till with imported materials cy $ 30.00 700 $ 21,000 300 $ 9,000 300 $ 9,000 2.7 Dispose onsite excavated materials cy $ 5.00 700 $ 3,500 300 $ 1,500 300 $ 1,500 2.7 Thrust block ea $ 300.00 6 $ 1,800 - $ - 6 $ 1,800 2.7 Concrete bed at fire hydrant ea $ 300.00 3 $ 900 - $ - 3 $ 900 2.7 Water test allow 1.00 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 10,000 2.7 $ - $ $ 2.8 Gas System $ - $ 39,300 $ - $ 4,760 $ - $ 13,620 2.8 Gas piping - by gas co. - NIC NIC $ - $ - $ - 2.8 Gas valve - by gas co. - NIC NIC $ - $ - $ - 2.8 Gas connection-by gas co. - NIC NIC $ - $ - $ - 2.8 Excav trench for water pipe If $ 6.00 1,300 $ 7,800 210 $ 1,260 520 $ 3,120 2.8 B/till with imported materials cy $ 30.00 900 $ 27,000 100 $ 3,000 300 $ 9,000 2.8 Dispose onsite excavated materials cy $ 5.00 900 $ 4,500 100 $ 500 300 $ 1,500 2.8 $ - $ - $ - 2.9 Site Improvement $ - $ 5,000 $ - $ 5,000 $ - $ 5,000 2.9 Exterior sign with post & base allowance allow 1.00 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 2.9 $ - $ - $

2.11 Paving and Surfacing $ - $ 592,722 $ - $ 325,456 $ - $ 341,394 2.11 Granite curb If $ 50.00 2,900 $ 145,000 1,300 $ 65,000 1,500 $ 75,000 2. Sraniterufb If $ g_ S $_- 2.11 5.5in bit. concrete paving at roadway ton $ 110.00 1,600 $ 176,000 1,000 $ 110,000 900 $ 99,000 2.11 8in gravel base under roadway cy $ 37.00 1,160 $ 42,920 740 $ 27,380 658 $ 24,346 2.11 4in dense graded base under roadway cy $ 47.00 40 $ 1,880 370 $ 17,390 329 $ 15,463 2.11 Concrete sidewalk sf $ 10.00 19,063 $ 190,630 8,098 $ 80,980 11,318 $ 113,180 2.11 6in gravel base under sidewalk cy $ 37.00 350 $ 12,950 150 $ 5,550 210 $ 7,770

Page 3 of 6page 53

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

11/25/2014

CONFIDENTIALUnit Unit Price

1 Div 1 - General Requirements

1

Labor for general cleaning and safety (2 laborer x 8 hr/day

x 5 days/wk @$55/hr) wk 4,400.00$

1 Police details ($55/hr) day 440.00$

1 Street sweeping/dust control allow 1.00

1 Site fence & barricade allow 1.00

1

Div 2 - Sitework

2.1 Selective Demolition

2.1 Site demo allow 1.00

2.1 Demo existing Marketing Bldg allow 1.00

2.1

2.2 Earthwork

2.2 Clean fill to be imported for landscaped area cy 40.00$

2.2 Clean fill to be imported for ROW cy 25.00$

2.2

offsite disposal of unsuitable b/fill material (assume

hazardous) cy 68.00$

2.2

Relocate surcharge pile

(assume 15k cy pile relocated 8 times) allow 4.00

2.2

2.3 Erosion Control

2.3

Site prep - incl. mobilization, erosion control, temp.

protection etc allow 1.00

2.4 Stormwater System

2.4 Drain pipe - 18in RCP lf 58.00$

2.4 Drain pipe - 12in RCP lf 47.00$

2.4 F/I catch basin, complete ea 3,500.00$

2.4 F/I MH, complete ea 4,000.00$

2.4 F/I area drain ea 500.00$

2.4 F/I flare end ea 1,000.00$

2.4 F/I head wall ea 5,000.00$

2.4 Connect to existing ea 5,250.00$

2.4 Excav trench for drain pipe lf 6.00$

2.4 B/fill with imported materials cy 30.00$

2.4 Crushed stone bedding for drain pipe cy 39.00$

2.4 Dispose onsite excavated materials cy 5.00$

2.4 Filter fabric wrap sy 2.20$

2.4

2.5 Groundwater System

2.5 Subsurface infiltration system between parcels allow 1.00

2.5 Subsurface infiltration system between parcels allow 1.00

2.5

2.6 Sanitary System

2.6 Sewer pipe - 10in PVC lf 40.00$

2.6 Sewer pipe - 8in PVC lf 35.00$

2.6 F/I MH, complete ea 4,000.00$

2.6 Connect to existing ea 3,150.00$

2.6 Excav trench for sewer pipe lf 6.00$

2.6 B/fill with imported materials cy 30.00$

2.6 Crushed stone bedding for drainage pipes cy 39.00$

2.6 Dispose onsite excavated materials cy 5.00$

2.6 Filter fabric wrap sy 2.20$

2.6

2.7 Water Supply System

2.7 Water main - 12in lf 63.00$

2.7 Water - 8in lf 42.00$

2.7 Water - 6in lf 40.00$

2.7 F/I hydrant, complete ea 5,000.00$

2.7 Water valve ea 3,000.00$

2.7 Connect to existing ea 2,100.00$

2.7 Excav trench for water pipe lf 6.00$

2.7 B/fill with imported materials cy 30.00$

2.7 Dispose onsite excavated materials cy 5.00$

2.7 Thrust block ea 300.00$

2.7 Concrete bed at fire hydrant ea 300.00$

2.7 Water test allow 1.00

2.7

2.8 Gas System

2.8 Gas piping - by gas co. - NIC NIC

2.8 Gas valve - by gas co. - NIC NIC

2.8 Gas connection - by gas co. - NIC NIC

2.8 Excav trench for water pipe lf 6.00$

2.8 B/fill with imported materials cy 30.00$

2.8 Dispose onsite excavated materials cy 5.00$

2.8

2.9 Site Improvement

2.9 Exterior sign with post & base allowance allow 1.00

2.9

2.11 Paving and Surfacing

2.11 Granite curb lf 50.00$

2.11 Granite curb lf -$

2.11 5.5in bit. concrete paving at roadway ton 110.00$

2.11 8in gravel base under roadway cy 37.00$

2.11 4in dense graded base under roadway cy 47.00$

2.11 Concrete sidewalk sf 10.00$

2.11 6in gravel base under sidewalk cy 37.00$

Quantity Extension Total Quantity Extension Total Quantity Extension Total

-$ 202,000$ -$ 129,200$ -$ 116,000$

20 88,000$ 12 52,800$ 10 44,000$

100 44,000$ 60 26,400$ 50 22,000$

50,000$ 50,000$ 30,000$ 30,000$ 30,000$ 30,000$

20,000$ 20,000$ 20,000$ 20,000$ 20,000$ 20,000$

-$ -$ -$

-$ -$ -$

-$ 50,000$ -$ 250,000$ -$ 25,000$

50,000$ 50,000$ 50,000$ 50,000$ 25,000$ 25,000$

-$ -$ 200,000$ 200,000$ -$ -$

-$ -$ -$

-$ -$ -$ -$ -$ -$

- -$ - -$ - -$

- -$ - -$ - -$

- -$ - -$ - -$

-$ -$ -$ -$ -$ -$

-$ -$ -$

-$ 20,000$ -$ 20,000$ -$ 15,000$

20,000$ 20,000$ 20,000$ 20,000$ 15,000$ 15,000$

-$ -$ -$

-$ 161,360$ -$ 124,850$ -$ 91,990$

600 34,800$ 620 35,960$ 540 31,320$

300 14,100$ 130 6,110$ 60 2,820$

10 35,000$ 5 17,500$ 4 14,000$

6 24,000$ 6 24,000$ 2 8,000$

- -$ - -$ - -$

2 2,000$ 1 1,000$ - -$

1 5,000$ - -$ - -$

- -$ - -$ 1 5,250$

900 5,400$ 750 4,500$ 600 3,600$

400 12,000$ 400 12,000$ 300 9,000$

500 19,500$ 400 15,600$ 300 11,700$

900 4,500$ 800 4,000$ 600 3,000$

2,300 5,060$ 1,900 4,180$ 1,500 3,300$

-$ -$ -$

-$ 150,000$ -$ -$ -$ -$

75,000$ 75,000$ -$ -$ -$ -$

75,000$ 75,000$ -$ -$ -$ -$

-$ -$ -$

-$ 51,680$ -$ 33,550$ -$ 66,430$

620 24,800$ 250 10,000$ 680 27,200$

- -$ - -$ - -$

2 8,000$ 3 12,000$ 3 12,000$

- -$ 1 3,150$ 1 3,150$

620 3,720$ 250 1,500$ 680 4,080$

100 3,000$ 40 1,200$ 100 3,000$

200 7,800$ 100 3,900$ 300 11,700$

300 1,500$ 140 700$ 400 2,000$

1,300 2,860$ 500 1,100$ 1,500 3,300$

-$ -$ -$

-$ 155,780$ -$ 83,020$ -$ 87,746$

1,100 69,300$ 440 27,720$ 510 32,130$

- -$ - -$ - -$

80 3,200$ - -$ 70 2,800$

3 15,000$ - -$ 3 15,000$

8 24,000$ 10 30,000$ 3 9,000$

- -$ 1 2,100$ 1 2,100$

1,180 7,080$ 450 2,700$ 586 3,516$

700 21,000$ 300 9,000$ 300 9,000$

700 3,500$ 300 1,500$ 300 1,500$

6 1,800$ - -$ 6 1,800$

3 900$ - -$ 3 900$

10,000$ 10,000$ 10,000$ 10,000$ 10,000$ 10,000$

-$ -$ -$

-$ 39,300$ -$ 4,760$ -$ 13,620$

-$ -$ -$

-$ -$ -$

-$ -$ -$

1,300 7,800$ 210 1,260$ 520 3,120$

900 27,000$ 100 3,000$ 300 9,000$

900 4,500$ 100 500$ 300 1,500$

-$ -$ -$

-$ 5,000$ -$ 5,000$ -$ 5,000$

5,000$ 5,000$ 5,000$ 5,000$ 5,000$ 5,000$

-$ -$ -$

-$ 592,722$ -$ 325,456$ -$ 341,394$

2,900 145,000$ 1,300 65,000$ 1,500 75,000$

- -$ - -$ -$

1,600 176,000$ 1,000 110,000$ 900 99,000$

1,160 42,920$ 740 27,380$ 658 24,346$

40 1,880$ 370 17,390$ 329 15,463$

19,063 190,630$ 8,098 80,980$ 11,318 113,180$

350 12,950$ 150 5,550$ 210 7,770$

North Street North First Street North Point Blvd

Page 3 of 6

Appendix B3

page 53

Appendix B3

Prepared by: Northpoint 11/25/2014 Keville Enterprises Public Infrastructure Improvements for RKG Associates Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

CONFIDENTIAL North Street North First Street North Point Blvd

Unit Unit Price Quantity Extension Total Quantity Extension Total Quantity Extension Total 2.11 Tactile at HC ramp ea $ 200.00 18 $ 3,600 6 $ 1,200 7 $ 1,400 2.11 $ $ $ 2.11 Traffic Markings $ - $ - $ - 2.11 Parking space marking-ROW ea $ 21.00 41 $ 861 14 $ 294 7 $ 147 2.11 Bike marking ea $ 105.00 20 $ 2,100 16 $ 1,680 6 $ 630 2.11 Large arrow marking ea $ 53.00 14 $ 742 8 $ 424 4 $ 212 2.11 Small arrow marking for bike ea $ 42.00 20 $ 840 16 $ 672 6 $ 252 2.11 Crosswalk stripe (white thermoplastic) ea $ 53.00 67 $ 3,551 46 $ 2,438 18 $ 954 2.11 Center lane stripe - dbl If $ 6.40 770 $ 4,928 990 $ 6,336 240 $ 1,536 2.11 Bike lane stripe - sgl If $ 3.20 2,100 $ 6,720 1,910 $ 6,112 470 $ 1,504 2.11 ONLY marking loc $ 525.00 - $ - $ - $ 2.11 $ - $ - $ - 2.12 Landscaping $ - $ 1,848,000 $ - $ 1,872,000 $ - $ 72,000 2.12 Green island landscaping (allowance) sf $ 50.00 32,000 $ 1,600,000 - $ - $ 2.12 Rough grade/cuts/fill for above sf $ 5.00 32,000 $ 160,000 - $ - - $ - 2.12 Retail plaza area (allowance) sf $ 50.00 - $ 32,000 $ 1,600,000 - $ - 2.12 Rough grade/cuts/fill for above sf $ 5.00 - $ - 32,000 $ 160,000 - $ - 2.12 4in dia caliper tree along new roadway ea $ 1,500.00 44 $ 66,000 56 $ 84,000 36 $ 54,000 2.12 open pit with metal edging and mulch for tree ea $ 500.00 44 $ 22,000 56 $ 28,000 36 $ 18,000 2.12 $ $ $ 2.13 Offsite Utility Improvement $ - $ - $ - $ - $ - $ - 2.13 $ $ $

Div 3 - Concrete $ - $ - $ - 3 Concrete/Rebar/Form $ - $ - $ - $ - $ - $ - 3 4ft - 4.5ft high retaining wall $ $ $ 3 Concrete-material cy $ 125.00 - $ - $ - - $ - 3

- Concrete- rebar (allow 1.50P/cy) lb $ 1.20 - $ - - $ - - $ -

3 Concrete-formwork sf $ 15.00 - $ - - $ - - $ - 3 Concrete - place & finish cy $ 50.00 - $ - - $ - - $ -

$ _ $ _ $ _

Div 16 - Electrical $ - $ - $ - 16 Site Electrical $ - $ 645,750 $ - $ 215,010 $ - $ 306,700

16 Excav/backfill trench for electrical/telephone ductbanks If $ 21.00 2,600 $ 54,600 480 $ 10,080 1,400 $ 29,400

16 Telephone/electrical ductbanks/conduits encased in concrete If $ 80.00 2,600 $ 208,000 480 $ 38,400 1,400 $ 112,000

16 Excav/backfill trench for site lighting and conduits

If $ 21.00 1,500 $ 31,500 820 $ 17,220 550 $ 11,550 16 FA site lighting base, complete ea $ 525.00 10 $ 5,250 10 $ 5,250 2 $ 1,050 16 $ $ $

16

Furnish conduit for ductbank - allow 6 sets (assume 5" PVC) FA cable - exclusion g7 If $ 14.00 15,600 $ 218,400 2,880 $ 40,320 8,400 $ 117,600

16 Electrical cable & conduit for site lighting (assume 3" RGS) If $ 32.00 1,500 $ 48,000 820 $ 26,240 550 $ 17,600 16 Site lighting - sgl light fixture ea $ 7,500.00 8 $ 60,000 9 $ 67,500 1 $ 7,500 16 Site lighting - sgl light fixture ea $ 10,000.00 2 $ 20,000 1 $ 10,000 1 $ 10,000

$ $ $ $ - $ - $ -

SUBTOTAL $ 3,921,592 $ 3,921,592 $ 3,062,846 $ 3,062,846 $ 1,140,880 $ 1,140,880

Sub Bonds 1.30% $ 50,981 $ 39,817 $ 14,831

SUBTOTAL $ 3,972,573 $ 3,102,663 $ 1,155,711

General Conditions/Fee/Insurance 10.00% $ 397,257 $ 310,266 $ 115,571

SUBTOTAL $ 4,369,830 $ 3,412,929 $ 1,271,283

Building Permit 1.50% $ 65,547 $ 51,194 $ 19,069

SUBTOTAL $ 4,435,377 $ 3,464,123 $ 1,290,352

Escalation (Excluded) 0.00% $ - $ $ -

SUBTOTAL $ 4,435,377 $ 3,464,123 $ 1,290,352

CM Bond 1.00% $ 44,354 $ 34,641 $ 12,904

SUBTOTAL $ 4,479,731 $ 3,498,764 $ 1,303,255

Insurance 1.55% $ 69,436 $ 54,231 $ 20,200

SUBTOTAL $ 4,549,167 $ 3,552,995 $ 1,323,456

CM Contingency 3.05% $ 137,000 $ 107,000 $ 40,000

SUBTOTAL $ 4,686,167 $ 3,659,995 $ 1,363,456

Design Contingency 15.00% $ 703,000 $ 549,000 $ 205,000

TOTAL $ 5,389,167 $ 4,208,995 $ 1,568,456

Page 4 of 6page 54

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

11/25/2014

CONFIDENTIALUnit Unit Price

2.11 Tactile at HC ramp ea 200.00$

2.11

2.11 Traffic Markings

2.11 Parking space marking - ROW ea 21.00$

2.11 Bike marking ea 105.00$

2.11 Large arrow marking ea 53.00$

2.11 Small arrow marking for bike ea 42.00$

2.11 Crosswalk stripe (white thermoplastic) ea 53.00$

2.11 Center lane stripe - dbl lf 6.40$

2.11 Bike lane stripe - sgl lf 3.20$

2.11 "ONLY" marking loc 525.00$

2.11

2.12 Landscaping

2.12 Green island landscaping (allowance) sf 50.00$

2.12 Rough grade/cuts/fill for above sf 5.00$

2.12 Retail plaza area (allowance) sf 50.00$

2.12 Rough grade/cuts/fill for above sf 5.00$

2.12 4in dia caliper tree along new roadway ea 1,500.00$

2.12 open pit with metal edging and mulch for tree ea 500.00$

2.12

2.13 Offsite Utility Improvement

2.13

Div 3 - Concrete

3 Concrete/Rebar/Form

3 4ft - 4.5ft high retaining wall

3 Concrete - material cy 125.00$

3 Concrete - rebar (allow 150#/cy) lb 1.20$

3 Concrete - formwork sf 15.00$

3 Concrete - place & finish cy 50.00$

Div 16 - Electrical

16 Site Electrical

16 Excav/backfill trench for electrical/telephone ductbanks lf 21.00$

16

Telephone/electrical ductbanks/conduits encased in

concrete lf 80.00$

16

Excav/backfill trench for site lighting and conduits

lf 21.00$

16 F/I site lighting base, complete ea 525.00$

16

16

Furnish conduit for ductbank - allow 6 sets (assume 5"

PVC)

F/I cable - exclusion #7 lf 14.00$

16 Electrical cable & conduit for site lighting (assume 3" RGS) lf 32.00$

16 Site lighting - sgl light fixture ea 7,500.00$

16 Site lighting - sgl light fixture ea 10,000.00$

SUBTOTAL

Sub Bonds 1.30%

SUBTOTAL

General Conditions/Fee/Insurance 10.00%

SUBTOTAL

Building Permit 1.50%

SUBTOTAL

Escalation (Excluded) 0.00%

SUBTOTAL

CM Bond 1.00%

SUBTOTAL

Insurance 1.55%

SUBTOTAL

CM Contingency 3.05%

SUBTOTAL

Design Contingency 15.00%

TOTAL

Quantity Extension Total Quantity Extension Total Quantity Extension Total

North Street North First Street North Point Blvd

18 3,600$ 6 1,200$ 7 1,400$

-$ -$ -$

-$ -$ -$

41 861$ 14 294$ 7 147$

20 2,100$ 16 1,680$ 6 630$

14 742$ 8 424$ 4 212$

20 840$ 16 672$ 6 252$

67 3,551$ 46 2,438$ 18 954$

770 4,928$ 990 6,336$ 240 1,536$

2,100 6,720$ 1,910 6,112$ 470 1,504$

- -$ - -$ - -$

-$ -$ -$

-$ 1,848,000$ -$ 1,872,000$ -$ 72,000$

32,000 1,600,000$ - -$ - -$

32,000 160,000$ - -$ - -$

- -$ 32,000 1,600,000$ - -$

- -$ 32,000 160,000$ - -$

44 66,000$ 56 84,000$ 36 54,000$

44 22,000$ 56 28,000$ 36 18,000$

-$ -$ -$

-$ -$ -$ -$ -$ -$

-$ -$ -$

-$ -$ -$

-$ -$ -$ -$ -$ -$

-$ -$ -$

- -$ - -$ - -$

- -$ - -$ - -$

- -$ - -$ - -$

- -$ - -$ - -$

-$ -$ -$

-$ -$ -$

-$ 645,750$ -$ 215,010$ -$ 306,700$

2,600 54,600$ 480 10,080$ 1,400 29,400$

2,600 208,000$ 480 38,400$ 1,400 112,000$

1,500 31,500$ 820 17,220$ 550 11,550$

10 5,250$ 10 5,250$ 2 1,050$

-$ -$ -$

15,600 218,400$ 2,880 40,320$ 8,400 117,600$

1,500 48,000$ 820 26,240$ 550 17,600$

8 60,000$ 9 67,500$ 1 7,500$

2 20,000$ 1 10,000$ 1 10,000$

-$ -$ -$

-$ -$ -$

3,921,592$ 3,921,592$ 3,062,846$ 3,062,846$ 1,140,880$ 1,140,880$

50,981$ 39,817$ 14,831$

3,972,573$ 3,102,663$ 1,155,711$

397,257$ 310,266$ 115,571$

4,369,830$ 3,412,929$ 1,271,283$

65,547$ 51,194$ 19,069$

4,435,377$ 3,464,123$ 1,290,352$

-$ -$ -$

4,435,377$ 3,464,123$ 1,290,352$

44,354$ 34,641$ 12,904$

4,479,731$ 3,498,764$ 1,303,255$

69,436$ 54,231$ 20,200$

4,549,167$ 3,552,995$ 1,323,456$

137,000$ 107,000$ 40,000$

4,686,167$ 3,659,995$ 1,363,456$

703,000$ 549,000$ 205,000$

5,389,167$ 4,208,995$ 1,568,456$

Page 4 of 6

Appendix B3

page 54

Appendix B3

Prepared by: Northpoint 11/25/2014

Keville Enterprises Public Infrastructure Improvements for RKG Associates Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

CONFIDENTIAL Water Street TOTAL

Unit Unit Price Quantity Extension Total

1 Div 1 - General Requirements $ - $ 46,400 $ 1,270,800

1 Labor for general cleaning and safety (2 laborer x8 hr/day x 5 days/wk g$55/hr) wk $ 4,400.00 4 $ 17,600 $ -

1 Police details ($55/hr) day $ 440.00 20 $ 8,800 $ - 1 Street sweeping/dust control allow 1.00 $ 10,000 $ 10,000 $ - 1 Site fence & barricade allow 1.00 $ 10,000 $ 10,000 $ - 1 $ - $ -

Div 2 -Sitework $ - $ - 2.1 Selective Demolition $ - $ 20,000 $ 570,000 2.1 Site demo allow 1.00 $ 20,000 $ 20,000 $ - 2.1 Demo existing Marketing Bldg allow 1.00 $ $ - 2.1 $ - $ -

2.2 Earthwork $ - $ - $ 1,605,000 2.2 Clean fill to be imported for landscaped area cy $ 40.00 $ - 2.2 Clean fill to be imported for ROW cy $ 25.00 $ -

2.2 offsite disposal of unsuitable b/fill material (assume hazardous) cy $ 68.00 $ -

2.2 Relocate surcharge pile

(assume 15k cy pile relocated 8 times) allow 4.00 $ $ - 2.2 $ - $ -

2.3 Erosion Control $ - $ 5,000 $ 210,000

2.3

Site prep - incl. mobilization, erosion control, temp.

protection etc allow 1.00 $ 5,000 $ 5,000 $ -

$ - $ - 2.4 Stormwater System $ - $ - $ 720,040

2.4 Drainpipe- 18in RCP If $ 58.00 $ -

2.4 Drainpipe- 12in RCP If $ 47.00 $ -

2.4 F/I catch basin, complete ea $ 3,500.00 $ -

2.4 F/I MH, complete ea $ 4,000.00 $ -

2.4 F/I area drain ea $ 500.00 $ -

2.4 F/I flare end ea $ 1,000.00 $ -

2.4 F/I head wall ea $ 5,000.00 $ -

2.4 Connect to existing ea $ 5,250.00 $ -

2.4 Excav trench for drain pipe If $ 6.00 $ - 2.4 B/till with imported materials cy $ 30.00 $ -

2.4 Crushed stone bedding for drain pipe cy $ 39.00 $ -

2.4 Dispose onsite excavated materials cy $ 5.00 $ -

2.4 Filter fabric wrap sy $ 2.20 $ -

2.4 $ - $ - 2.5 Groundwater System $ - $ - $ 300,000

2.5 Subsurface infiltration system between parcels allow 1.00 $ $ -

2.5 Subsurface infiltration system between parcels allow 1.00 $ $ -

2.5 $ - $ -

2.6 Sanitary System $ - $ - $ 325,840

2.6 Sewer pipe - 10in PVC If $ 40.00 $ - 2.6 Sewer pipe - 8in PVC If $ 35.00 $ - 2.6 F/I MH, complete ea $ 4,000.00 $ -

2.6 Connect to existing ea $ 3,150.00 $ -

2.6 Excav trench for sewer pipe If $ 6.00 $ -

2.6 B/till with imported materials cy $ 30.00 $ -

2.6 Crushed stone bedding for drainage pipes cy $ 39.00 $ -

2.6 Dispose onsite excavated materials cy $ 5.00 $ -

2.6 Filter fabric wrap sy $ 2.20 $ -

2.6 $ - $ -

2.7 Water Supply System $ - $ - $ 647,546

2.7 Water main - 12in If $ 63.00 $ -

2.7 Water - 8in If $ 42.00 $ -

2.7 Water - 6in If $ 40.00 $ -

2.7 F/I hydrant, complete ea $ 5,000.00 $ -

2.7 Water valve ea $ 3,000.00 $ -

2.7 Connect to existing ea $ 2,100.00 $ -

2.7 Excav trench for water pipe If $ 6.00 $ - 2.7 B/till with imported materials cy $ 30.00 $ -

2.7 Dispose onsite excavated materials cy $ 5.00 $ -

2.7 Thrust block ea $ 300.00 $ -

2.7 Concrete bed at fire hydrant ea $ 300.00 $ -

2.7 Water test allow 1.00 $ $ -

2.7 $ - $ -

2.8 Gas System $ - $ - $ 119,280

2.8 Gas piping - by gas co. - NIC NIC $ - $ -

2.8 Gas valve - by gas co. - NIC NIC $ - $ -

2.8 Gas connection-by gas co. - NIC NIC $ - $ -

2.8 Excav trench for water pipe If $ 6.00 $ - 2.8 B/till with imported materials cy $ 30.00 $ -

2.8 Dispose onsite excavated materials cy $ 5.00 $ -

2.8 $ - $ -

2.9 Site Improvement $ - $ - $ 25,000

2.9 Exterior sign with post & base allowance allow 1.00 $ - $ -

2.9 $ - $ - 2.11 Paving and Surfacing $ - $ 44,476 $ 2,749,363 2.11 Granite curb If $ 50.00 230 $ 11,500 $ - 2 . Crraniterufb If $ $___

2.11 5.5in bit. concrete paving at roadway ton $ 110.00 100 $ 11,000 $ - 2.11 8in gravel base under roadway cy $ 37.00 70 $ 2,590 $ - 2.11 4in dense graded base under roadway cy $ 47.00 40 $ 1,880 $ - 2.11 Concrete sidewalk sf $ 10.00 1,450 $ 14,500 $ - 2.11 6in gravel base under sidewalk cy $ 37.00 30 $ 1,110 $ -

Page 5 of 6

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

11/25/2014

CONFIDENTIALUnit Unit Price

1 Div 1 - General Requirements

1

Labor for general cleaning and safety (2 laborer x 8 hr/day

x 5 days/wk @$55/hr) wk 4,400.00$

1 Police details ($55/hr) day 440.00$

1 Street sweeping/dust control allow 1.00

1 Site fence & barricade allow 1.00

1

Div 2 - Sitework

2.1 Selective Demolition

2.1 Site demo allow 1.00

2.1 Demo existing Marketing Bldg allow 1.00

2.1

2.2 Earthwork

2.2 Clean fill to be imported for landscaped area cy 40.00$

2.2 Clean fill to be imported for ROW cy 25.00$

2.2

offsite disposal of unsuitable b/fill material (assume

hazardous) cy 68.00$

2.2

Relocate surcharge pile

(assume 15k cy pile relocated 8 times) allow 4.00

2.2

2.3 Erosion Control

2.3

Site prep - incl. mobilization, erosion control, temp.

protection etc allow 1.00

2.4 Stormwater System

2.4 Drain pipe - 18in RCP lf 58.00$

2.4 Drain pipe - 12in RCP lf 47.00$

2.4 F/I catch basin, complete ea 3,500.00$

2.4 F/I MH, complete ea 4,000.00$

2.4 F/I area drain ea 500.00$

2.4 F/I flare end ea 1,000.00$

2.4 F/I head wall ea 5,000.00$

2.4 Connect to existing ea 5,250.00$

2.4 Excav trench for drain pipe lf 6.00$

2.4 B/fill with imported materials cy 30.00$

2.4 Crushed stone bedding for drain pipe cy 39.00$

2.4 Dispose onsite excavated materials cy 5.00$

2.4 Filter fabric wrap sy 2.20$

2.4

2.5 Groundwater System

2.5 Subsurface infiltration system between parcels allow 1.00

2.5 Subsurface infiltration system between parcels allow 1.00

2.5

2.6 Sanitary System

2.6 Sewer pipe - 10in PVC lf 40.00$

2.6 Sewer pipe - 8in PVC lf 35.00$

2.6 F/I MH, complete ea 4,000.00$

2.6 Connect to existing ea 3,150.00$

2.6 Excav trench for sewer pipe lf 6.00$

2.6 B/fill with imported materials cy 30.00$

2.6 Crushed stone bedding for drainage pipes cy 39.00$

2.6 Dispose onsite excavated materials cy 5.00$

2.6 Filter fabric wrap sy 2.20$

2.6

2.7 Water Supply System

2.7 Water main - 12in lf 63.00$

2.7 Water - 8in lf 42.00$

2.7 Water - 6in lf 40.00$

2.7 F/I hydrant, complete ea 5,000.00$

2.7 Water valve ea 3,000.00$

2.7 Connect to existing ea 2,100.00$

2.7 Excav trench for water pipe lf 6.00$

2.7 B/fill with imported materials cy 30.00$

2.7 Dispose onsite excavated materials cy 5.00$

2.7 Thrust block ea 300.00$

2.7 Concrete bed at fire hydrant ea 300.00$

2.7 Water test allow 1.00

2.7

2.8 Gas System

2.8 Gas piping - by gas co. - NIC NIC

2.8 Gas valve - by gas co. - NIC NIC

2.8 Gas connection - by gas co. - NIC NIC

2.8 Excav trench for water pipe lf 6.00$

2.8 B/fill with imported materials cy 30.00$

2.8 Dispose onsite excavated materials cy 5.00$

2.8

2.9 Site Improvement

2.9 Exterior sign with post & base allowance allow 1.00

2.9

2.11 Paving and Surfacing

2.11 Granite curb lf 50.00$

2.11 Granite curb lf -$

2.11 5.5in bit. concrete paving at roadway ton 110.00$

2.11 8in gravel base under roadway cy 37.00$

2.11 4in dense graded base under roadway cy 47.00$

2.11 Concrete sidewalk sf 10.00$

2.11 6in gravel base under sidewalk cy 37.00$

TOTAL

Quantity Extension Total

-$ 46,400$ 1,270,800$

4 17,600$ -$

20 8,800$ -$

10,000$ 10,000$ -$

10,000$ 10,000$ -$

-$ -$

-$ -$

-$ 20,000$ 570,000$

20,000$ 20,000$ -$

-$ -$ -$

-$ -$

-$ -$ 1,605,000$

- -$ -$

- -$ -$

- -$ -$

-$ -$ -$

-$ -$

-$ 5,000$ 210,000$

5,000$ 5,000$ -$

-$ -$

-$ -$ 720,040$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

-$ -$

-$ -$ 300,000$

-$ -$ -$

-$ -$ -$

-$ -$

-$ -$ 325,840$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

-$ -$

-$ -$ 647,546$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

-$ -$ -$

-$ -$

-$ -$ 119,280$

-$ -$

-$ -$

-$ -$

- -$ -$

- -$ -$

- -$ -$

-$ -$

-$ -$ 25,000$

-$ -$

-$ -$

-$ 44,476$ 2,749,363$

230 11,500$ -$

-$ -$

100 11,000$ -$

70 2,590$ -$

40 1,880$ -$

1,450 14,500$ -$

30 1,110$ -$

Water Street

Page 5 of 6

Appendix B3

page 55

Appendix B3

Prepared by: Northpoint 11/25/2014 Keville Enterprises Public Infrastructure Improvements for RKG Associates Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

CONFIDENTIAL Water Street TOTAL

Unit Unit Price Quantity Extension Total 2.11 Tactile at HC ramp ea $ 200.00 $ - 2.11 $ - $ - 2.11 Traffic Markings $ - $ - 2.11 Parking space marking-ROW ea $ 21.00 $ - 2.11 Bike marking ea $ 105.00 2 $ 210 $ - 2.11 Large arrow marking ea $ 53.00 1 $ 53 $ - 2.11 Small arrow marking for bike ea $ 42.00 2 $ 84 $ - 2.11 Crosswalk stripe (white thermoplastic) ea $ 53.00 $ - 2.11 Center lane stripe - dbl If $ 6.40 80 $ 512 $ - 2.11 Bike lane stripe - sgl If $ 3.20 160 $ 512 $ - 2.11 ONLY marking loc $ 525.00 1 $ 525 $ - 2.11 $ - $ - 2.12 Landscaping $ - $ 12,000 $ 8,623,000 2.12 Green island landscaping (allowance) sf $ 50.00 $ - 2.12 Rough grade/cuts/fill for above sf $ 5.00 $ - 2.12 Retail plaza area (allowance) sf $ 50.00 $ - 2.12 Rough grade/cuts/fill for above sf $ 5.00 $ - 2.12 4in dia caliper tree along new roadway ea $ 1,500.00 6 $ 9,000 $ - 2.12 open pit with metal edging and mulch for tree ea $ 500.00 6 $ 3,000 $ - 2.12 $ - $ - 2.13 Offsite Utility Improvement $ - $ - $ - 2.13 $ - $ -

Div 3 - Concrete $ - $ - 3 Concrete/Rebar/Form $ - $ - $ 79,815

3 4ft - 4.5ft high retaining wall $ - $ - 3 Concrete-material cy $ 125.00 $ - $ - 3 Concrete - rebar (allow 1508/cy) lb $ 1.20 $ - $ - 3 Concrete - formwork sf $ 15.00 $ - $ - 3 Concrete - place & finish cy $ 50.00 $ - $ -

$ - $ -

Div 16 - Electrical $ - $ - 16 Site Electrical $ - $ - $ 2,353,490

16 Excav/backfill trench for electrical/telephone ductbanks If $ 21.00 $ - $ -

16 Telephone/electrical ductbanks/conduits encased in concrete If $ 80.00 $ -

16 Excav/backtill trench for site lighting and conduits

If $ 21.00 $ - $ - 16 FA site lighting base, complete ea $ 525.00 $ - 16 $ - $ -

16

Furnish conduit for ductbank - allow 6 sets (assume 5" PVC) FA cable - exclusion g7 If $ 14.00 $ -

16 Electrical cable & conduit for site lighting (assume 3" RGS) If $ 32.00 $ - 16 Site lighting - sgl light fixture ea $ 7,500.00 $ - $ - 16 Site lighting - sgl light fixture ea $ 10,000.00 $ - $ -

$ - $ - $ - $ -

SUBTOTAL $ 127,876 $ 127,876 $ 19,599,174

Sub Bonds 1.30% $ 1,662 $ 254,789

SUBTOTAL $ 129,538 $ 19,853,963

General Conditions/Fee/Insurance 10.00% $ 12,954 $ 1,985,396

SUBTOTAL $ 142,492 $ 21,839,360

Building Permit 1.50% $ 2,137 $ 327,590

SUBTOTAL $ 144,630 $ 22,166,950

Escalation (Excluded) 0.00% $ - $ -

SUBTOTAL $ 144,630 $ 22,166,950

CM Bond 1.00% $ 1,446 $ 221,670

SUBTOTAL $ 146,076 $ 22,388,620

Insurance 1.55% $ 2,264 $ 347,024

SUBTOTAL $ 148,340 $ 22,735,643

CM Contingency 3.05% $ 4,000 $ 683,300

SUBTOTAL $ 152,340 $ 23,418,943

Design Contingency 15.00% $ 23,000 $ 3,514,000

TOTAL $ 175,340 $ 26,932,943

Page 6 of 6

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Multi-Use Path Connection, On-Site Roadways, Green Space and Utility Segments

Revised Estimate

11/25/2014

CONFIDENTIALUnit Unit Price

2.11 Tactile at HC ramp ea 200.00$

2.11

2.11 Traffic Markings

2.11 Parking space marking - ROW ea 21.00$

2.11 Bike marking ea 105.00$

2.11 Large arrow marking ea 53.00$

2.11 Small arrow marking for bike ea 42.00$

2.11 Crosswalk stripe (white thermoplastic) ea 53.00$

2.11 Center lane stripe - dbl lf 6.40$

2.11 Bike lane stripe - sgl lf 3.20$

2.11 "ONLY" marking loc 525.00$

2.11

2.12 Landscaping

2.12 Green island landscaping (allowance) sf 50.00$

2.12 Rough grade/cuts/fill for above sf 5.00$

2.12 Retail plaza area (allowance) sf 50.00$

2.12 Rough grade/cuts/fill for above sf 5.00$

2.12 4in dia caliper tree along new roadway ea 1,500.00$

2.12 open pit with metal edging and mulch for tree ea 500.00$

2.12

2.13 Offsite Utility Improvement

2.13

Div 3 - Concrete

3 Concrete/Rebar/Form

3 4ft - 4.5ft high retaining wall

3 Concrete - material cy 125.00$

3 Concrete - rebar (allow 150#/cy) lb 1.20$

3 Concrete - formwork sf 15.00$

3 Concrete - place & finish cy 50.00$

Div 16 - Electrical

16 Site Electrical

16 Excav/backfill trench for electrical/telephone ductbanks lf 21.00$

16

Telephone/electrical ductbanks/conduits encased in

concrete lf 80.00$

16

Excav/backfill trench for site lighting and conduits

lf 21.00$

16 F/I site lighting base, complete ea 525.00$

16

16

Furnish conduit for ductbank - allow 6 sets (assume 5"

PVC)

F/I cable - exclusion #7 lf 14.00$

16 Electrical cable & conduit for site lighting (assume 3" RGS) lf 32.00$

16 Site lighting - sgl light fixture ea 7,500.00$

16 Site lighting - sgl light fixture ea 10,000.00$

SUBTOTAL

Sub Bonds 1.30%

SUBTOTAL

General Conditions/Fee/Insurance 10.00%

SUBTOTAL

Building Permit 1.50%

SUBTOTAL

Escalation (Excluded) 0.00%

SUBTOTAL

CM Bond 1.00%

SUBTOTAL

Insurance 1.55%

SUBTOTAL

CM Contingency 3.05%

SUBTOTAL

Design Contingency 15.00%

TOTAL

TOTAL

Quantity Extension Total

Water Street

- -$ -$

-$ -$

-$ -$

- -$ -$

2 210$ -$

1 53$ -$

2 84$ -$

- -$ -$

80 512$ -$

160 512$ -$

1 525$ -$

-$ -$

-$ 12,000$ 8,623,000$

- -$ -$

- -$ -$

- -$ -$

- -$ -$

6 9,000$ -$

6 3,000$ -$

-$ -$

-$ -$ -$

-$ -$

-$ -$

-$ -$ 79,815$

-$ -$

-$ -$

-$ -$

-$ -$

-$ -$

-$ -$

-$ -$

-$ -$ 2,353,490$

-$ -$

- -$ -$

-$ -$

- -$ -$

-$ -$

- -$ -$

- -$ -$

-$ -$

-$ -$

-$ -$

-$ -$

127,876$ 127,876$ 19,599,174$

1,662$ 254,789$

129,538$ 19,853,963$

12,954$ 1,985,396$

142,492$ 21,839,360$

2,137$ 327,590$

144,630$ 22,166,950$

-$ -$

144,630$ 22,166,950$

1,446$ 221,670$

146,076$ 22,388,620$

2,264$ 347,024$

148,340$ 22,735,643$

4,000$ 683,300$

152,340$ 23,418,943$

23,000$ 3,514,000$

175,340$ 26,932,943$

Page 6 of 6

Appendix B3

page 56

Appendix B4

Prepared by: Keville Enterprises for RKG Associates

Northpoint

Public Infrastructure Improvements

Revised Summary of Costs

11/25/2014

COST BREAKDOWN

ITEM PUBLIC INFRASTRUCTURE IMPROVEMENT HARD COST

% of Hard

Cost SOFT COST

% of Hard

Cost CONTINGENCY

Estimate /

Construction

Dates

3% Per

Annum ESCALATION TOTAL

1

EF2 Raised Intersection and Multi-Use Path

Extension $ 500,000 25.0% $ 125,000 5.0% $ 25,000 2013 / 2013 0.0% $ - $ 650,000

2 EF2 Roadway and Utility Work Associated $ 300,000 25.0% $ 75,000 5.0% $ 15,000 2013 / 2013 0.0% $ - $ 390,000

3

Gilmore Bridge Elevated Pedestrian & Bicycle

Connection, Child Street and Assoc.

Infrastructure $ 5,910,927 13.3% $ 785,000 2.1% $ 125,000 2013 / 2013-'15 0.0% $ - $ 6,820,927

4 Gore Street Sewer Connection $ 4,217,665 25.0% $ 1,054,400 5.0% $ 210,900 2013 / 2013-'15 0.0% $ - $ 5,482,965

5

Reconstruction of Msgr O'Brien Hwy;

Underground Utilities $ 4,534,965 25.0% $ 1,133,700 10.0% $ 453,500 2013 / 2017 12.0% $ 598,600 $ 6,720,765

6

Reconstruction of Msgr O'Brien Hwy;

Improvements $ 7,034,773 25.0% $ 1,758,700 10.0% $ 703,500 2013 / 2017 12.0% $ 928,600 $ 10,425,573

7

Multi-Use Path Connection, On-Site Roadways,

Green Space & Utility Segments $ 22,735,643 25.0% $ 5,683,900 18.5% $ 4,197,300 2013 / 2015-'17 9.0% $ 2,424,000 $ 35,040,843

GRAND TOTAL -

KEVILLE RECOMMENDATION $ 45,233,973 23.47% $ 10,615,700 12.7% $ 5,730,200 $ 3,951,200 $ 65,531,073

(as submitted - corrected) $ 50,245,985 23.62% $ 11,868,764 9.1% $ 4,568,970 $ 3,043,514 $ 69,727,233

(as submitted) $ 46,389,524 $ 10,904,649 $ 4,376,147 $ - $ 66,683,719

Page 1 of 1

Prepared by:

Keville Enterprises

for RKG Associates

Northpoint

Public Infrastructure Improvements

Revised Summary of Costs

11/25/2014

ITEM PUBLIC INFRASTRUCTURE IMPROVEMENT HARD COST

% of Hard

Cost SOFT COST

% of Hard

Cost CONTINGENCY

Estimate /

Construction

Dates

3% Per

Annum ESCALATION TOTAL

1

EF2 Raised Intersection and Multi-Use Path

Extension 500,000$ 25.0% 125,000$ 5.0% 25,000$ 2013 / 2013 0.0% -$ 650,000$

2 EF2 Roadway and Utility Work Associated 300,000$ 25.0% 75,000$ 5.0% 15,000$ 2013 / 2013 0.0% -$ 390,000$

3

Gilmore Bridge Elevated Pedestrian & Bicycle

Connection, Child Street and Assoc.

Infrastructure 5,910,927$ 13.3% 785,000$ 2.1% 125,000$ 2013 / 2013-'15 0.0% -$ 6,820,927$

4 Gore Street Sewer Connection 4,217,665$ 25.0% 1,054,400$ 5.0% 210,900$ 2013 / 2013-'15 0.0% -$ 5,482,965$

5

Reconstruction of Msgr O'Brien Hwy;

Underground Utilities 4,534,965$ 25.0% 1,133,700$ 10.0% 453,500$ 2013 / 2017 12.0% 598,600$ 6,720,765$

6

Reconstruction of Msgr O'Brien Hwy;

Improvements 7,034,773$ 25.0% 1,758,700$ 10.0% 703,500$ 2013 / 2017 12.0% 928,600$ 10,425,573$

7

Multi-Use Path Connection, On-Site Roadways,

Green Space & Utility Segments 22,735,643$ 25.0% 5,683,900$ 18.5% 4,197,300$ 2013 / 2015-'17 9.0% 2,424,000$ 35,040,843$

GRAND TOTAL -

KEVILLE RECOMMENDATION 45,233,973$ 23.47% 10,615,700$ 12.7% 5,730,200$ 3,951,200$ 65,531,073$

(as submitted - corrected) 50,245,985$ 23.62% 11,868,764$ 9.1% 4,568,970$ 3,043,514$ 69,727,233$

(as submitted) 46,389,524$ 10,904,649$ 4,376,147$ -$ 66,683,719$

COST BREAKDOWN

Page 1 of 1

Appendix B4

page 57

APPENDIX F

Statement of Municipal Support

City of Cambridge

Richard C. Rossi • City Manager

April 28, 2016

Executive Office for Administration and Finance State House, Room 3 73 Boston, Massachusetts 02113 Attn: Kristen Lepore, Secretary

Executive Department

Lisa C. Peterson • Deputy City Manager

Re: North Point Economic Development Project I-Cubed Funding

Dear Secretary Lepore:

The City is pleased to offer this recommendation for Divco West, in support of its application for !-Cubed funding for public infrastructure improvements in connection with the North Point Economic Development Project (the "Project"). Over the past several months, the City has worked closely with EF Education First and The HYM Group in connection with the Project, and is pleased that Divco West has joined the Project.

DivcoWest has become an integral part of our conmmnity's drive toward high-tech, mixed-use, and transit oriented development, and has established a close working relationship with the City in connection with not only the Project, and the successful redevelopment and management of One Kendall Square.

We appreciate the opportunity to comment on our continuing support for the Project's !­Cubed funding and continuing the City's successful relationship with Divco West, which has established itself as a good citizen and engaged member of the Conmmnity.

RCR/mec

Very truly yours,

~ (? '(!o-4> "·~ ( 12~ch~rd C. Rossi

City Manager

City Hall " 795 Massachusetts Avenue " Cambridge • Massachusetts " 02139

617-349-4300 ·fax: 617-349-4307 ·tty: 617-492-0235 • www.cambridgema.gov

APPENDIX G

30 Year Debt Service Coverage Chart

NorthPoint 30 Year Debt Service $ - EF Figures (Updated March 1, 2016)Principal Principal Interest Total Debt DEBT SERVICE DIRECT Employment Occupancy + Constr. Occupancy + Constr. Surplus Debt

Year Balance Payment Payment to be paid Payment (P & I) Sales Tax Income Tax Income Tax Revenues After Pay Ratio

2011 $0 $0 $0 $02012 $2,259,277 $2,259,277 $2,259,277 $2,259,2772013 $357,084 $322,782 $2,735,631 $3,415,498 $3,415,498 $5,674,7752014 $551,193 $626,836 $2,993,106 $4,171,135 $4,171,135 $9,845,9102015 $203,405 $297,644 $3,430,823 $3,931,871 $3,931,871 $13,777,7812016 $25,000,000 $182,120 $623,110 $24,817,880 $805,230 $43,070 $50,175 $3,579,020 $3,672,265 $2,867,035 $16,644,817 2.282017 $24,817,880 $378,160 $1,232,310 $24,439,720 $1,610,470 $3,858,631 $3,858,631 $2,248,161 $18,892,977 2.402018 $24,439,720 $397,510 $1,212,960 $24,042,210 $1,610,470 $4,007,757 $4,007,757 $2,397,287 $21,290,264 2.492019 $24,042,210 $417,840 $1,192,620 $23,624,370 $1,610,460 $4,194,164 $4,194,164 $2,583,704 $23,873,968 2.602020 $23,624,370 $439,220 $1,171,240 $23,185,150 $1,610,460 $4,473,775 $4,473,775 $2,863,315 $26,737,283 2.782021 $23,185,150 $461,690 $1,148,770 $22,723,460 $1,610,460 $4,607,988 $4,607,988 $2,997,528 $29,734,811 2.862022 $22,723,460 $485,310 $1,125,150 $22,238,140 $1,610,460 $4,746,228 $4,746,228 $3,135,768 $32,870,579 2.952023 $22,238,140 $510,140 $1,100,320 $21,728,000 $1,610,460 $4,888,615 $4,888,615 $3,278,155 $36,148,733 3.042024 $21,728,000 $536,240 $1,074,220 $21,191,760 $1,610,460 $5,035,273 $5,035,273 $3,424,813 $39,573,546 3.132025 $21,191,760 $563,680 $1,046,790 $20,628,080 $1,610,470 $5,186,331 $5,186,331 $3,575,861 $43,149,407 3.222026 $20,628,080 $592,520 $1,017,950 $20,035,560 $1,610,470 $5,341,921 $5,341,921 $3,731,451 $46,880,858 3.322027 $20,035,560 $622,830 $987,630 $19,412,730 $1,610,460 $5,502,179 $5,502,179 $3,891,719 $50,772,577 3.422028 $19,412,730 $654,700 $955,770 $18,758,030 $1,610,470 $5,667,244 $5,667,244 $4,056,774 $54,829,351 3.522029 $18,758,030 $688,190 $922,270 $18,069,840 $1,610,460 $5,837,261 $5,837,261 $4,226,801 $59,056,153 3.622030 $18,069,840 $723,400 $887,060 $17,346,440 $1,610,460 $6,012,379 $6,012,379 $4,401,919 $63,458,072 3.732031 $17,346,440 $760,410 $850,050 $16,586,030 $1,610,460 $6,192,751 $6,192,751 $4,582,291 $68,040,363 3.852032 $16,586,030 $799,320 $811,150 $15,786,710 $1,610,470 $6,378,533 $6,378,533 $4,768,063 $72,808,426 3.962033 $15,786,710 $840,210 $770,250 $14,946,500 $1,610,460 $6,569,889 $6,569,889 $4,959,429 $77,767,855 4.082034 $14,946,500 $883,200 $727,270 $14,063,300 $1,610,470 $6,766,986 $6,766,986 $5,156,516 $82,924,371 4.202035 $14,063,300 $928,380 $682,080 $13,134,920 $1,610,460 $6,969,995 $6,969,995 $5,359,535 $88,283,906 4.332036 $13,134,920 $975,880 $634,580 $12,159,040 $1,610,460 $7,179,095 $7,179,095 $5,568,635 $93,852,542 4.462037 $12,159,040 $1,025,810 $584,660 $11,133,230 $1,610,470 $7,394,468 $7,394,468 $5,783,998 $99,636,540 4.592038 $11,133,230 $1,078,290 $532,170 $10,054,940 $1,610,460 $7,616,302 $7,616,302 $6,005,842 $105,642,382 4.732039 $10,054,940 $1,133,460 $477,010 $8,921,480 $1,610,470 $7,844,791 $7,844,791 $6,234,321 $111,876,703 4.872040 $8,921,480 $1,191,450 $419,020 $7,730,030 $1,610,470 $8,080,135 $8,080,135 $6,469,665 $118,346,368 5.022041 $7,730,030 $1,252,410 $358,060 $6,477,630 $1,610,470 $8,322,539 $8,322,539 $6,712,069 $125,058,437 5.172042 $6,477,630 $1,316,480 $293,980 $5,161,140 $1,610,460 $8,572,215 $8,572,215 $6,961,755 $132,020,193 5.322043 $5,161,140 $1,383,830 $226,630 $3,777,310 $1,610,460 $8,829,382 $8,829,382 $7,218,922 $139,239,114 5.482044 $3,777,310 $1,454,630 $155,830 $2,322,680 $1,610,460 $9,094,263 $9,094,263 $7,483,803 $146,722,917 5.652045 $2,322,680 $1,529,060 $81,410 $793,620 $1,610,470 $9,367,091 $9,367,091 $7,756,621 $154,479,538 5.822046 $793,620 $793,620 $11,610 $0 $805,230 $9,648,104 $9,648,104 $8,842,874 $163,322,412 5.99

Total or Average $25,000,000 $23,313,930 $48,313,920 $1,154,752 $1,297,437 $209,184,142 $211,636,332 4.33

1/ Inflation calculated separately for wages and sales per Department of Revenue factors

$25,000,000 financed, 30 year term, 5% interest and semi-annual payments

DIRECT Construction

APPENDIX H

Proponent Statement Regarding Use of Public Funds and Certification of Conformance with Project Requirements

APPENDIX I

Email and Memorandum Pertaining to Retainment of EF Jobs

Dugdale, Brian

From: Sharp, Catia (AN F) [catia.sharp@state.ma.us] Sent: Wednesday, January 07, 2015 5:50 PM To: Shawna Sullivan; 'tobrien@hyminvestments.com' Cc: Sullivan, Rebecca Subject: NorthPoint I-Cubed Attachments: Contingent Preliminary Approval_NorthPoint.pdf

Hi Shawna and Tom,

Thank you for providing additional evidence regarding EF's decision not to pursue a corporate headquarters in Denver.

Given that we can now consider the EF jobs retained, we have produced the attached contingent preliminary approval

letter. We will finalize the Independent Consultant Report and have DOR and MDFA review and produce their

certificates starting now and your application for Final Approval will be contingent on them. I am happy to discuss via

phone in the next few days. Thank you for bearing with us through this process.

Catia

Catia Sharp Economic and Fiscal Analyst Executive Office for Administration and Finance Commonwealth of Massachusetts

(857) 400-5425

1 1

Dugdale, Brian

From: Sharp, Catia (ANF) [catia.sharp@state.ma.us]Sent: Wednesday, January 07, 2015 5:50 PMTo: Shawna Sullivan; 'tobrien@hyminvestments.com'Cc: Sullivan, RebeccaSubject: NorthPoint I-CubedAttachments: Contingent Preliminary Approval_NorthPoint.pdf

Hi Shawna and Tom, Thank you for providing additional evidence regarding EF’s decision not to pursue a corporate headquarters in Denver.  Given that we can now consider the EF jobs retained, we have produced the attached contingent preliminary approval letter.  We will finalize the Independent Consultant Report and have DOR and MDFA review and produce their certificates starting now and your application for Final Approval will be contingent on them.  I am happy to discuss via phone in the next few days.  Thank you for bearing with us through this process. Catia  

Catia Sharp Economic and Fiscal Analyst Executive Office for Administration and Finance Commonwealth of Massachusetts (857) 400-5425  

THE COMMONWEALTH OF MASSACHUSETTS

EXECUTIVE OFFICE FOR

ADMINISTRATION AND FINANCE

STATE HOUSE • ROOM 373

DEVALL. PATRICK GOVERNOR

GLENSHOR SECRETARY

Thomas O'Brien Managing Director The HYM lnvestment Group, LLC One Congress St., lO'h Floor Boston, MA 02114

Martha Doyle President Efekta House, lnc., EF Education First 8 Education St. Cambridge, MA 02141

Dear Mr. O'Brien and Ms. Doyle:

BOSTON, MA 02133

TEL: (617) 727-2040 FAX: (617) 727-2779 www.mass.gov/anf

The purpose of this letter is to inform you that the Preliminary Economic Development Proposal (the "Proposal), attached as Appendix A, for NortbPoint (the "Project") submitted by Efekta House, lnc. and CJUF III NORTHPOINT LLC(the "Developer") for funding to support public infrastructure improvements (the "Public Infrastructure Project") under Sections 5 to 12 of Chapter 293 of the Acts of2006, as amended by Chapter 129 of the Acts of2008, Sections 60-63 of Chapter 238 of the Acts of2012, and Chapter 287 of the Acts of 2014 ("the Act"), is hereby contingently preliminmily approved for $25 million, subject to the conditions described below. This amount will be reserved for Final Approval until December31, 2015.

The process and requirements for approval of an Economic Development Proposal are set forth in regulations adopted under the Act. This letter addresses the requirements for preliminary approval set forth in 801 CMR 51.08. Unless otherwise defined, terms in this letter shall have the meanings assigned to them in the Act and in 801 CMR 51.02.

1. Requirements of 801 CMR 51.08(1)

Preliminary Approval requires that the Secretary of Administration and Finance (the "Secretary'') detennine that the Proposal is eligible for approval and that it is reasonably likely that the Proposal will satisfY the criteria identified in 801 CMR 51.03. Based solely and in reliance upon the Proposal and the draft Independent Consultant Analysis, attached as Appendix B, I find that the Proposal is eligible for contingent approval, subject to the conditions identified below.

The Project shall not become eligible for final approval until the following conditions have been satisfied:

(A) The draft Independent Consultant Analysis shall be finalized;

(B) Based on the Preliminary Economic Development Proposal and the Independent Consultant Analysis, the Commissioner shall issue a Preliminary Certificate of the Commissioner regarding the estimated New State Tax Revenues that will result from the Preliminary Economic Development Proposal in accordance with 801 CMR 51.07(5); and

(C) Based on the Preliminary Economic Development Proposal, the draft Independent Consultant Analysis and the Preliminary Certificate of the Commissioner, the Agency shall issue a Preliminary Certificate of the Agency as to the estimated Project Costs for the Public Infrastructure Improvements and the portion of such Project Costs that can be supported by the estimated New State Tax Revenues identified in the Preliminary Certificate of the Commissioner, using a 1.5 times annual coverage ratio, in accordance with 801 CMR 51.07(6).

2. Requirements of 801 CMR 51.08(2)

The Preliminary Approval Letter must also state the conditions that must be satisfied and confirmed prior to final approval of the Economic Development Proposal by the Secretary.

Prior to issuing final approval by the Secretary of the Economic Development Proposal, under 801 CMR 51.13, the following conditions must be satisfied:

(A) The Independent Consultant Analysis shall be updated to include an analysis of the feasibility and scope of public infrastructure improvements;

(B) The Developer and the Municipality shall have jointly filed an application to the Secretary and the Agency for approval ofthe Economic Development Proposal and the application shall satisfY the requirements of 801 CMR 51.11 and 51.12;

(C) The Secretary shall have received copies of or, where applicable, shall have issued, each of the certificates and reports required under 801 CMR 51.13;

(D) The Developer shall provide sufficient documentation that the Developer has funding or financial commitments satisfactory to the Secretary sufficient to fund the Costs of the Economic Development Project,

exclusive of any Costs of the Public Infrastructure Improvements to be financed by Bonds to be issued by the Agency. These commitments shall include the commitment of the Developer's construction lender or lenders, on terms and conditions acceptable to the Secretary, to advance loan proceeds on the Developer's behalf to pay for the costs of completing Public Infrastructure Improvements that are not being funded from proceeds of the Bonds, whether or not the construction lender's loan with the developer is in default, or such other security or assurance as the Secretary has determined to be acceptable.

(E) The Developer shall provide sufficient documentation ofthe Developer's plan to (1) secure the obligations of its selected contractor or contractors to complete each of the Project Components and the Public Infrastructure Improvements with payment, performance and lien bonds which, in the case of the Public Infrastructure Improvements being funded in whole or in part from the proceeds of the Bonds, provide for the Developer and the Agency to be co-obligees under such bonds, and (2) secure its own obligation to complete the portion of the Public Infrastructure Improvements not funded by Bonds under the Act, or to provide other security satisfactory to the Secretary. The Secretary's approval of the Economic Development Proposal will be made conditional upon such security having been obtained prior to the issuance of the related Bonds;

(F) The Developer shall provide evidence that the Municipality has established a Municipal Liquidity Reserve for the benefit of the Commonwealth for each Assessment Parcel within the Economic Development Project and has funded or has provided for the funding of such Reserve in an amount equal to twice the total maximum annual Debt Service due on the Bonds allocable to said Assessment Parcel;

(G) The Developer shall provide documentation that it has established Commitments, as defined in 801 CMR 51.02, sufficient to generate the New State Tax Revenue required to meet Debt Service associated with the eligible Project Costs;

(H) The Developer shall provide confirmation that no litigation or administrative proceeding is pending or, to the knowledge of the Developer, threatened which is likely to (1) prevent, delay or interfere in any material respect with the development of the Economic Development Project and the construction and completion of the Public Infrastructure Improvements as contemplated by the Economic Development Proposal, or (2) materially adversely affect the power and authority of the Developer to pe1form its obligations with respect to the Economic Development Project and the Public Infrastructure Improvements or (3) materially adversely affect the financial position of the Developer;

(I) Developer shall provide confirmation that all environmental and other permitting required to carry out the Public Infrastructure Project has been obtained; and

(J) The Developer shall provide confitmation that the Project has not received or will not receive additional forms of public assistance as identified in 801 CMR 51.03(4), other than those either identified and expressly permitted in this letter or approved in writing by the Secretary in response to a written request for waiver if the Developer intends to receive such public assistance.

(K) Satisfaction of any additional conditions of final approval included in the Preliminary Certificate of the Commissioner or the Preliminary Certificate of the Agency.

3. Requirements of 801 CMR 51.08(3)

This Preliminary Approval Letter incorporates by reference the related draft Independent Consultant Analysis.

4. Requirements of 801 CMR 51.08( 4)

Under 801 CMR 51.08(4), I hereby declare that $25 million in Project Costs is contingently eligible for final approval.

This contingent Prelintinary Approval Letter of the Secretary is being provided to and may be relied upon by the Developer and the Municipality solely for the purpose of determining whether the Preliminary Economic Development Proposal meets the conditions for preliminary approval by the Secretary. This contingent Preliminary Approval Letter of the Secretary may not be relied upon by any other party without the express prior written consent of the Secretary.

This contingent Preliminary Approval of the Secretary may be updated one or more times prior to the approval of the Economic Development Proposal in accordance with the provisions of the Act and of 80 I CMR 51.00 et seq.

Signed on this t day ofJanuary, 2015. /7

~: lv./ / --~) GJ~ s\;1;, ~ ES ~, Secretary of A tmstration and Fmance