February 16, 2007 Awarding Authority City of New

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

February 16, 2007

Awarding Authority City of New Bedford Debra Travers Chief Procurement Officer 133 William Street New Bedford, Massachusetts 02740

RE: Fairhaven Mill Redevelopment Project Fairhaven Mill Sawyer District No. 924

Dear Ms. Travers:

On behalf of the Mitchell/Sawyer Partnership, LLC, we are pleased to submit our proposal for Whaler’s Landing at Fairhaven Mill in response to the City of New Bedford’s Request for Proposals for the redevelopment of the Fairhaven Mill Sawyer District. Our team is committed and ideally suited to meet the special development needs of this unique site; particularly those established by the City of New Bedford, the Sawyer District neighborhood and local and institutional stakeholders. We have proposed uses and a design which we believe are directly responsive to the goals of historic preservation, contextual design, pedestrian-oriented urban design, a public and active recreational waterfront, and economic development responsive to the local need for goods, services and jobs.

Our proposal is based on using the City of New Bedford sites solicited in this invitation and acquisition of the contiguous sites that are currently privately owned. We have had preliminary discussions with the owner’s representative and it is our intention to immediately pursue the acquisition of these sites if designated as developer for the City parcels.

We have proposed a diverse team in response to the unique and complex character of this site and opportunity. Our team includes: Urban Investment Associates, Inc. – Real Estate Development Cornerstone Real Estate Adviser, LLC – Equity Investment Meredith and Grew – Real Estate Advisory Services Goulston & Storrs – Legal Partridge, Snow & Hahn, LLP – Legal Arrowstreet, Inc. – Architect CBA Landscape Architects – Landscape Architect Tremont Preservation Services, LLC – Preservation Consultant The Dartmouth Company – Retail Broker Samuel Associates, Inc. – Retail Management Winn Management, Inc. – Residential Management

GZA/GeoEnvironmental, Inc. – Geotechnical Engineering VHB/Vanasse Hangen Brustlin, Inc. – Traffic and Civil Engineering and Surveying Daylor Consulting Group, Inc. – Environmental Permitting Veitas & Veitas Engineers Incorporated – Structural Engineering AHA Consulting Engineers, Inc. - Mechanical-Electrical-Plumbing (New Construction) Zade Associates, Inc. - Mechanical-Electrical-Plumbing (Rehabilitation) JVSF Specifications – Specifications Collaborative Lighting, LLC – Lighting Consultant The Hickory Consortium – Sustainable Design

Each of the member firms brings extensive experience and expertise in their respective fields. Many have prior experience working together on similar projects in urban locations.

The project team is particularly proud of the successful experience of its core members who recently completed the challenging inner-city retail project, Grove Hall’s mecca. The team, which included Urban Investment Associates (UIAI), Samuel Associates, Goulston & Storrs, The Dartmouth Company, Arrowstreet, and Daylor Consulting Group, successfully completed the design, construction, lease-up and stabilization of the 74,000-square-foot supermarket anchored retail center in the Grove Hall section of Roxbury, the poorest neighborhood in the Boston Standard Metropolitan Statistical Area (SMSA). The project, which had been planned for over ten years by the local community, was finally brought to fruition through the collaboration of Samuel Associates and Urban Investment Associates, Inc. The project now serves as the center of retail activity in the neighborhood, and has catalyzed investment in other projects in the neighborhood.

Finally, our team is familiar with and experienced in iterative design processes involving community participation. We will employ these experiences and skills in pursuit of this project. We will endeavor to work with the City of New Bedford, organizational and institutional stakeholders, the local community and other individuals to realize the development of this project. We are committed to developing an economically viable, mixed-use development which honors the history, tradition and spirit of the people of New Bedford and their communities.

The Mitchell/Sawyer Partnership values this opportunity to plan and develop the Fairhaven Mill site with the City of New Bedford, the institutional stakeholders and the local residents, and have endeavored to demonstrate this through our response to this Request for Proposals. We thank you for this opportunity and look forward to your favorable consideration.

Sincerely,

MITCHELL SAWYER PARTNERSHIP, LLC

L. Duane Jackson Manager

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

FAIRHAVEN MILLS SAWYER DISTRICT New Bedford, Massachusetts

Request for Proposals 15 February 2007

contents I // a. Statement of Understanding

II // b. Assignment of Specified Personnel

III// c. Personnel Responsibilities & Resumes

IV // d. Certificate of Responsibility

V // e. Background Data on Participating Firms and Entities

VI // f. Background Data on the Lead Proposer

VII // g. Proposed Development Strategy

VIII // h. Proposed Vision for the Site

IX // i. Proposer’s Commitments

X // j. Proposed Schedule for All Phases of Development

XI // k-p. Acknowledgement of the Solicitation Requirements & Certifications

XII // Appendix

Real Estate Development / Consulting CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

I. a. Statement of Understanding Whaler’s Landing at Fairhaven Mill is a mixed-use development celebrating the history, culture, and heritage of New Bedford. The program consists of a complementary mix of new and historic structures constructed in three phases that, when combined, will promote an integrated economic environment sustainable by local and regional consumers. Whaler’s Landing will consist of market rate, waterfront, rental and condominium residential units; affordable artist live/work space; supermarket-anchored retail; commercial office; hotel and structured parking; and a boathouse and marina. The project will be developed to capitalize on the natural attributes of the site; interstate and regional highway access; efficient local vehicular access; a set of viable and structurally sound existing historical buildings; parkland and waterfront adjacency; a richly endowed cultural and historic tradition and an emerging presence in the regional economy. Whaler’s Landing will serve as a landmark development at the gateway to New Bedford which will be designed to acknowledge the past and herald the future.

Real Estate Development / Consulting 1

2 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

II. b. Assignment of Specified Personnel 2.0 Developer / Development Team 2.1 Developer Name Urban Investment Associates, Inc. (UIAI) Address 434 Brush Hill Road, Milton, MA 02186 Phone Number (617)333-9858 / (617)763-7301 Authorized Representative Lewis Duane Jackson Contact Address 434 Brush Hill Road, Milton, MA 02186 Contact Phone/Fax (617)333-9858 / (617)333-0250 2.2 Description of Firm Real Estate Development and Consulting Type of Firm Corporation Jurisdictions in which Firm is Registered Massachusetts Entity Taking Title Limited Liability Corporation Name Mitchell/Sawyer Partnership, LLC Borrowers Mitchell/Sawyer Partnership, LLC Guarantors of Debt Mitchell/Sawyer Partnership, LLC

2.0 Equity Financing / Development Team 2.1 Equity Financing Name Cornerstone Real Estate Advisers, LLC Address 180 Glastonbury Blvd., Glastonbury, CT 06033 Phone Number 860-368-2819 Authorized Representative Thomas G. Dudeck, EVP Contact Address 180 Glastonbury Blvd., Glastonbury, CT 06033 Contact Phone/Fax 860-368-2819 2.2 Description of Firm Real Estate Private Equity/Real Estate Fund Management Type of Firm Real Estate Advisory Jurisdictions in which Firm is Registered CT Entity Taking Title Name Mitchell/Sawyer Partnership, LLC Borrowers Mitchell/Sawyer Partnership, LLC Guarantors of Debt Mitchell/Sawyer Partnership, LLC

2.0 Legal / Development Team 2.1 Legal Name Goulston & Storrs, P.C. Address 400 Atlantic Avenue Phone Number 617-482-1776 Authorized Representative William H. Dillon, Esq. Contact Address 400 Atlantic Ave, Boston, MA 02110 Contact Phone/Fax 617-482-1776 2.2 Description of Firm Law firm 3 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

Type of Firm Professional Corporation Jurisdictions in which Firm is Registered Massachusetts, New York, Washington DC

2.0 Legal / Development Team 2.1 Legal Name Partridge, Snow & Hahn, LLP Address 128 Union Street, Suite 500 New Bedford, MA 02740 Phone Number (774) 206-8200 Authorized Representative Randall T. Weeks, Jr. Contact Address 128 Union Street, Suite 500 New Bedford, MA 02740 Contact Phone/Fax (774) 206-8200 / (774) 206-8210 2.2 Description of Firm Full-service business law firm Type of Firm Limited liability partnership Jurisdictions in which Firm is Registered Massachusetts, Rhode Island

2.0 Retail Brokerage / Development Team 2.1 Retail Brokerage Name The Dartmouth Company Address 351 Newbury Street, Boston, MA 02115 Phone Number 617-262-6620 Authorized Representative David Smookler, Rob Grady, Peter Considine, Matt Curtin Contact Address 351 Newbury Street, Boston, MA 02115 Contact Phone/Fax 617-262-6620 / 617-262-1806 2.2 Description of Firm Retail Real Estate Brokerage firm; representing 50+ national and regional tenants as well as +3 million square feet of available retail space. Type of Firm Commercial Real Estate Jurisdictions in which Firm is Registered Massachusetts

4 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

2.0 Property Management / Development Team 2.1 Property Management Name Samuels & Associates, Inc. Address 333 Newbury Street, Boston, MA 02116 Phone Number 617-247-3434 Authorized Representative Steven Samuels / Lawrence Guilmette Contact Address 333 Newbury Street, Boston, MA 02116 Contact Phone/Fax 617-247-3434 2.2 Description of Firm Real Estate Development, Brokerage, Management Type of Firm Full Service Real Estate Jurisdictions in which Firm is Registered Massachusetts

2.0 Residential Management Services / Development Team 2.1 Residential Management Services Name WinnResidential Address 484 Tremont Street, Boston, MA 02116 Phone Number 617-426-1175 Authorized Representative Brian Kean Contact Address 484 Tremont Street, Boston, MA 02116 Contact Phone/Fax 617-426-1175 / 617-426-0992 2.2 Description of Firm Property Management Type of Firm LLC Jurisdictions in which Firm is Registered 20

2.0 Architect / Development Team 2.1 Architect Name Arrowstreet, Inc. Address 212 Elm Street, Somerville, MA 02144 Phone Number 617-623-5555 Authorized Representative James Batchelor, FAIA, LEED AP Contact Address 212 Elm Street, Somerville, MA 02144 Contact Phone/Fax 617-623-5555 / 617-625-4646 2.2 Description of Firm 140-person, multi-disciplined design firm Type of Firm Corporation Jurisdictions in which Firm is Registered MA, NH, VT, RI, CT, ME, NJ, MD, FL, MN, PA, NY, TX, VA, PR

5 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

2.0 Preservation Consultant / Development Team 2.1 Preservation Consultant Name Tremont Preservation Services LLC Address 374 Congress Street, Suite 301B, Boston, MA 02110 Phone Number 617-482-0910 Authorized Representative Leslie Donovan Contact Address 374 Congress Street, Suite 301B, Boston, MA 02110 Contact Phone/Fax 617-482-0910 / 617-482-3910 2.2 Description of Firm Historic Preservation and Architectural Documentation Type of Firm Sole Proprietor Jurisdictions in which Firm is Registered NA

2.0 Structural Engineer / Development Team 2.1 Structural Engineer Name Veitas & Veitas Engineers Incorporated Address 639 Granite Street, Braintree, MA 02184 Phone Number 781-843-2863 Authorized Representative Rimas M. Veitas, P.E. Contact Address 639 Granite Street, Braintree, MA 02184 Contact Phone/Fax 781-843-2863 / 781-849-2065 2.2 Description of Firm Structural Engineering Type of Firm Corporation Jurisdictions in which Firm is Registered MA, RI, CT, FL, IN, IA, ME, MI, NH, NJ, NY, OR, PA, VT, VA

2.0 Mechanical-Electrical-Plumbing / Development Team 2.1 Mechanical-Electrical-Plumbing (New Construction) Name AHA Consulting Engineers, Inc. Address 10 Maguire Road, Suite 121, Lexington, MA 02421 Phone Number 781-372-3000 Authorized Representative Paul F. Fimian Contact Address 10 Maguire Road, Suite 121, Lexington, MA 02421 Contact Phone/Fax 781-372-3000 / 781-372-3100 2.2 Description of Firm MEP/FP Engineering Type of Firm Corporation Jurisdictions in which Firm is Registered AL; CO; CT; FL; GA; IL; KY; LA; ME; MD; MA; MS; NH; NJ; NY; NC; OH; PA; RI; SC; TN; TX; VT; VA; DC

6 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

2.0 Mechanical-Electrical-Plumbing / Development Team 2.1 Mechanical-Electrical-Plumbing (Rehabilitation) Name Zade Associates, Inc. Address 140 Beach Street, Boston, MA 02111 Phone Number 617-338-4406 Authorized Representative Mohammed Zade, PhD, PE Contact Address 140 Beach Street, Boston, MA 02111 Contact Phone/Fax 617-338-4406 / 617-451-2540 2.2 Description of Firm Mechanical and Electrical Consulting Engineering Type of Firm Corporation Jurisdictions in which Firm is Registered MA, ME, NH, VT, NY, NJ, FL, CA, TN, SC, UT, WA, OR, TX

2.0 Environmental Permitting / Development Team 2.1 Environmental Permitting Name Daylor Consulting Group, Inc. Address Ten Forbes Road, Braintree, MA 02184 Phone Number (781) 849-7070 Authorized Representative Mitchell Fischman, Vice President Contact Address Ten Forbes Road, Braintree, MA 02184 Contact Phone/Fax (781)884-2553 / (781) 849-0096 2.2 Description of Firm Full-service consulting firm specializing in planning, civil engineering, environmental services, landscape architecture. Type of Firm Corporation Jurisdictions in which Firm is Registered MA, CT, NH, VT, ME, RI

2.0 Geotechnical / Development Team 2.1 Geotechnical Name GZA GeoEnvironmental, Inc. Address One Edgewater Drive, Norwood, MA 02062 Phone Number 781-278-5778 Authorized Representative Albert Ricardelli Contact Address One Edgewater Drive, Norwood, MA 02062 Contact Phone/Fax 781-278-5778 / 781-278-5707 2.2 Description of Firm Private, Employee-Owned Type of Firm Corporation Jurisdictions in which Firm is Registered AL, AZ, CT, DE, GA, IL, IN, IA, KS, KY, LA, ME, MD, MA, MI, MS, MO, NE, NH, NJ, NM, NY, NC, OH, OK, PA, RI, SC, TN, TX, VT, VA, WV, WI

7 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

2.0 Site Survey / Development Team 2.1 Site Survey Name VHB/Vanasse Hangen Brustlin, Inc. Address 530 Broadway, Providence, RI 02909 Phone Number 401-272-8100 Authorized Representative Rob Smedberg, P.E. Contact Address 530 Broadway, Providence, RI 02909 Contact Phone/Fax 401-272-8100 2.2 Description of Firm Civil, Environmental, and Transportation Engineering Type of Firm Corporation Jurisdictions in which Firm is Registered MA, NH, RI, CT, NJ, NY, NC, FL, VA

2.0 Traffic-Civil / Development Team 2.1 Traffic-Civil Name VHB/Vanasse Hangen Brustlin, Inc. Address 530 Broadway, Providence, RI 02909 Phone Number 401-272-8100 Authorized Representative Rob Smedberg, P.E. Contact Address 530 Broadway, Providence, RI 02909 Contact Phone/Fax 401-272-8100 2.2 Description of Firm Civil, Environmental and Transportation Engineering Type of Firm Corporation Jurisdictions in which Firm is Registered MA, NH, RI, CT, NJ, NY, NC, FL, VA

2.0 Landscape Architecture / Development Team 2.1 Landscape Architecture Name CBA Landscape Architects Address 212 Elm Street, 3rd Floor, Somerville, MA 02144 Phone Number 617-623-7509 Authorized Representative Clara C. Batchelor Contact Address 212 Elm Street, 3rd Floor, Somerville, MA 02144 Contact Phone/Fax 617-623-7509 / 617-776-8775 2.2 Description of Firm Full Service Landscape Architecture, Schematic Design through Construction Administration. Type of Firm Sole Proprietorship Jurisdictions in which Firm is Registered MA, NY, RI

8 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

2.0 Specifications / Development Team 2.1 Specifications Name JVSF Specifications Address 466 Carpenter Road, Whitinsville, MA 01588 Phone Number 508-234-9667 Authorized Representative John Fogg Contact Address 466 Carpenter Road, Whitinsville, MA 01588 Contact Phone/Fax 508-234-9667 / 508-234-4339 2.2 Description of Firm Specifications Consulting Type of Firm Sole Proprietor Jurisdictions in which Firm is Registered NA

2.0 Lighting Consultant / Development Team 2.1 Lighting Consultant Name Collaborative Lighting, LLC Address 1620 Sudbury Road, Suite 4, Concord, MA 01742 Phone Number 978.369.6788 Authorized Representative Adam S. Kibbe Contact Address 1620 Sudbury Road, Suite 4, Concord, MA 01742 Contact Phone/Fax 978.369.6788 ext. 2 / 978.369.6786 2.2 Description of Firm Lighting design consultants Type of Firm LLC Jurisdictions in which Firm is Registered LLC registered in MA, no other licenses applicable

2.0 Sustainable Design / Development Team 2.1 Sustainable Design Name The Hickory Consortium Address 85 Depot Rd. Harvard, MA 01451 Phone Number 978-456-6950 Authorized Representative Mark E. Kelley III, PE, LEED AP Contact Address 85 Depot Rd. Harvard, MA 01451 and www.hickoryconsortium.org Contact Phone/Fax 978-456-6950 / 978-456-8080 2.2 Description of Firm Sustainability Engineering Specialists Type of Firm Engineering Jurisdictions in which Firm is Registered Massachusetts

10 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

III. c. Personnel Responsibilities & Resumes Developer – Urban Investments Associates, Inc. Samuels & Associates L. Duane Jackson President/CEO Steven Samuels President/CEO Michael Samuels Director

Equity – Cornerstone Real Estate Advisers, LLC Thomas G. Dudeck Executive Vice President

Legal: Real Estate Contracts – Goulston & Storrs William H. Dillon, Esq. Director

Local Permitting Real Estate – Partridge, Snow & Hahn, LLP Randall T. Weeks, Jr. Partner

Retail Brokerage – The Dartmouth Company David Smookler Principal Rob Grady Broker Peter Considine Broker Matthew Curtin Broker

Development Advisor Services – Meredith & Grew Daniel R. Quinn Project Executive Dante Angelucci Project Manager Jessica Sawyer Project Support

Property Management – Samuels & Associates, Inc. Steven Samuels President and CEO Lawrence Guilmette Chief Operating Officer

Residential Management Services – WinnResidential Brian Kean Senior Vice President Keith Jenkins Regional Vice President

Architect – Arrowstreet Inc. James Batchelor, FAIA, LEED AP Principal-in-Charge Claes Andreasen Project Designer

Preservation Consultant – Tremont Preservation Services LLC Leslie Donovan Preservation Consultant

Structural Engineer – Veitas & Veitas Engineers Incorporated Rimas Veitas Principal

MEP Engineer (New Construction) – AHA Consulting Engineers, Inc. Paul F. Fimian Project Manager

11 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

MEP Engineer (Rehabilitation) – Zade Associates, Inc. Mohammed Zade, Ph.D, P.E. Principal

Environmental Permitting – Daylor Consulting Group, Inc. Mitchell L. Fischman, AICP Director of Planning & Environmental Services

Geotechnical Engineering – GZA GeoEnvironmental, Inc. Albert J. Ricardelli, P.E. L.S.P. Senior Principal Mary B. Hall, P.E. Principal Charles D. Crealese Principal

Site Survey / Traffic / Civil Engineering – VHB/Vanasse Hangen Brustlin, Inc. Robert J. Smedberg, P.E. Senior Project Manager Michele S.W. Paul, LSP Project Manager William Ashworth, P.E., P.T.O.E., IMSA II Director of Transportation Systems Richard H. Nudenberg, PLS Survey

Landscape Architect – CBA Landscape Architects Clara C. Batchelor, ASLA, LEED AP Landscape Architect

Specifications – JVSF Specifications John Van Stone Fogg, AIA, NCARB Specification Writer

Lighting Consultant – Collaborative Lighting Adam S. Kibbe Principal Lukas J. Strum Senior Associate

Sustainable Design – The Hickory Consortium Mark E. Kelley, P.E., LEED AP Founder/President

Additional information on the firms that comprise our team and resumes for the proposed team members listed in Section II is found on the following pages.

Lewis Duane Jackson, President/CEO Urban Investment Associates, Inc.

Mr. Jackson, an architect trained real estate developer, is President/CEO of Urban Investment Associates, Inc. (UIAI), a real estate development firm based in Boston, Massachusetts. His experiences as a developer, and formerly as Managing Partner of Migliassi/Jackson & Associates, Inc., Architects/Planners, include the design and construction of over $800M of affordable, therapeutic, special needs and equity housing in the City of Boston and Commonwealth of Massachusetts. His administrative and management experiences include the construction of over 1000 dwelling units of new and rehabilitated affordable housing.

In addition Mr. Jackson’s experience includes a mill conversion into the Hale and Dorr Legal Services Center for the Harvard University Law School and the design of the corporate headquarters for the Massachusetts Housing Finance Agency. He is versed in community based initiatives with extensive experience advocating for and interpreting community interest. His ability to translate and convert them into practical and feasible solutions, are extensive. He has represented numerous tenant groups providing technical advice for over 1500 public housing and affordable units in the City of Boston.

As a real estate developer, Mr. Jackson’s architectural experience has enhanced his effectiveness. Urban Investment, started in 1985, has focused exclusively secondary and emerging market. Projects have included market-rate condominiums and financially structured affordable developments. Significant projects include Lucerne Garden, a 45-unit, mixed income, limited equity cooperative in Boston, numerous infill projects in the Fort Hill section of Roxbury and as replacement General Partner for Parmelee Court, a 74-unit mixed income housing development in the South End of Boston.

Project management and development experiences for non-profit sponsors include the design, permitting, construction, lease up and occupancy of Grove Hall’s Mecca, a 77,000 square foot supermarket anchored retail center in the Grove Hall section of Roxbury, and the Warren/Palmer Building, a 30,000-square-foot mixed-use building in the Dudley Square section of Roxbury. Both projects involved structured financing, including HUD 108 Guaranteed Loans, Economic Development Initiative Loans, New Market Tax Credits and conventional debt.

Mr. Jackson is a graduate of Hampton Institute (University) and received his Master of City Planning and Master of Architecture degrees from the Massachusetts Institute of Technology. From 1993-1994 he completed a year of independent study as Loeb Fellow of the Harvard University Graduate School of Design. His biography is listed in numerous compendiums including Who’s Who in the East and Who’s Who in America.

LEWIS DUANE JACKSON.

EDUCATION Massachusetts Institute of Technology Cambridge, Massachusetts Master of Architecture, 1978 Master of City Planning, 1973

Hampton Institute Hampton, Virginia Bachelor of Arts, 1971

Massachusetts Institute of Technology Center for Real Estate Development Cambridge, Massachusetts Minority Developer’s Executive Program Certificate of Completion 1988

PRIZES 1979 Progressive Architecture Award AND for Urban Design and Planning HONORS 1982 Outstanding Young Men of America United States Jaycees

Commonwealth of Massachusetts Division of Capital Planning and Operations Design and Construction Award 1990 First Award Small Study

The American Institute of Architects 1990 Citation for Excellence in Urban Design

BIOGRAPHICAL Who’s Who in American Colleges LISTINGS and Universities, Edition 1971-72

Who’s Who in the East, Edition 1986-87

Who’s Who in the East, Edition 1988-89

Who’s Who in America, Edition 1990-91

Who’s Who in America, Edition 1991-92

Who’s Who in America, Edition 1992-93

FELLOWSHIPS Loeb Fellowship 1993-1994 Harvard University Cambridge, Massachusetts

PROFESSIONAL Urban Investment Associates, Inc. EXPERIENCE Real Estate Development/Consulting Boston, Massachusetts

Migliassi/Jackson & Associates, Inc. Architects Planners Urban Designers Boston, Massachusetts

Lewis Jackson and Associates, Inc. Architects/Planners Boston, Massachusetts

Mintz Associates, Inc. Architects/Planners Boston, Massachusetts

Cambridge Seven Associates, Inc. Cambridge, Massachusetts

Wallace, Floyd, Ellenzweig, Moore, Inc. Architects/Planners Cambridge, Massachusetts

Urban League of Greater New Orleans Heritage Square Planning Project New Orleans, Louisiana

PROJECT EXPERIENCE Housing MHFA Demonstration Disposition Initiative Washington Heights r Housing Development / Boston, Massachusetts Substantial Rehabilitation-Tenant Representation/Advocacy Provide technical support to tenant groups participating in state sponsored housing privatization initiative. Provide design technical support and construction administrative representation on substantial rehabilitation of 375 dwelling units of publicly supported housing in Dorchester, Massachusetts.

MHFA Demonstration Disposition Initiative Sonoma/Maple Schuyler Housing Development / Boston, Massachusetts Substantial Rehabilitation-Tenant Representation/Advocacy Provide technical support to tenant groups participating in state sponsored housing privatization initiative. Provide design technical support and construction administrative representation on substantial rehabilitation of 153 dwelling units of publicly supported housing in Dorchester, Massachusetts.

MHFA Demonstration Disposition Initiative Franklin Park Housing Development Phase II / Boston, Massachusetts Substantial Rehabilitation Overall management and coordination of the design and substantial

15 rehabilitation of 92 scatter-site, multifamily housing in Dorchester, Massachusetts. Construction included renovation of all unit kitchens, baths, public entries and corridors, and handicap accessibility and all systems.

Dukes County Regional Housing Authority Special Needs Housing (167-1) / Oak Bluffs, Massachusetts Overall management and coordination for the development of an eight person, two unit, staffed residence for persons with mental disabilities.

Dukes County Regional Housing Authority Special Needs Housing (689-1) / Tisbury, Massachusetts Overall management and coordination for the development of an eight person, two unit, staffed residence for persons with physical disabilities.

300 Shawmut Avenue Lodging House / Boston, Massachusetts Overall management and coordination of historical restoration and conversion of a traditional South End row house into a fifteen single room occupancy (SRO) residence.

438 Warren Street Lodging House / Roxbury, Massachusetts Overall management and coordination for substantial rehabilitation of an existing 4-story brick building into twenty single room occupancy (SRO) residence with one on-site residential dwelling unit.

1734 Washington Street Lodging House / Boston, Massachusetts Historic Restoration/Mixed Use Development Overall management and coordination of historic restoration and conversion of a masonry building into a thirty-three single room occupancy (SRO) with ground level commercial and retail space.

Granite Properties, Codman Square Phase I and Phase II, Dorchester, Massachusetts Moderate Income Housing Rehabilitation Project Codman Square Housing Development Corporation Overall management and coordination for design of moderate and substantial rehabilitation of 331 dwelling units of subsidized housing located on scattered sites in the city of Boston.

Granite Properties/Lena Park / Dorchester, Massachusetts Moderate Income Housing Rehabilitation Project Lena Park Community Development Corporation Overall management and coordination for design of moderate and substantial rehabilitation of 151 dwelling units of subsidized housing located on scattered sites in the city of Boston.

Jacobs Place Housing Development / Boston, Massachusetts Overall management and coordination for design and construction of 30 dwelling units of low and moderate income equity housing in the Eire/Ellington Street neighborhood of Dorchester, MA.

Boston Housing Authority / Boston, Massachusetts Housing Modernization/Window Replacement Preparation of contract documents, cost estimating and construction administration for window replacement in scattered housing developments. Compounded cost of construction estimated at $6,500,000.

Lucerne Gardens / Dorchester, Massachusetts Winston-Lucerne Partnership Overall management and coordination for design, preparation of construction documents and construction administration for 45 dwelling units located in a low and moderate income cooperative housing development, including day-care center and urban park within a Boston neighborhood.

Linwood Court / Boston, Massachusetts Linwood Court Associates Realty Trust Mixed income condominium development which involved the substantial rehabilitation of four twentieth century masonry row houses containing twenty-three tenements that were converted into twelve market rate owner-occupied dwelling units. The Manor at Fort Hill / Boston, Massachusetts Fort Avenue Realty Trust Substantial rehabilitation and conversion of an 1858 wood frame Victorian structure in the historic Highland Park section of Roxbury into four 2-bedroom condominium dwelling units.

Commonwealth Housing Development Completion Preliminary design for the rehabilitation of 412 dwelling units of public housing under the Department of Housing and Urban Development/Turnkey Program.

Cote’s Block / Berlin, New Hampshire Contract documents for a $1.6 million conversion of a mill building into residential and commercial use.

Private Residences Shelton J. “Spike” Lee Residence Martha’s Vineyard, Massachusetts Overall management and coordination of site selection, design and construction administration for a 5,000 square foot summer residence located on the island of Martha’s Vineyard.

Peter Norton Residence / Cinderella Cottage Martha’s Vineyard, Massachusetts Overall design, coordination and construction administration for selective historic rehabilitation of a private residence located on the island of Martha’s Vineyard.

Commercial Offices Jamaica Plain Legal Service Center / Boston, Massachusetts Adaptive-reuse and renovation of a historical nineteenth century mill building into commercial offices for a community based legal service organization.

Dr. Richard Carr DDS / Boston, Massachusetts Project: Dental Office Interior design of a general practice dental office including 8 operatories, laboratory, reception, office waiting and storage area, integrating it with existing pedodontic practice.

Commercial Community Development Block Grant Rehabilitation Public Facilities Department / Boston, Massachusetts Commercial Load Program Provide architectural services, including design, construction documents, cost estimating and construction administration for commercial rehabilitation of storefronts on scattered sites within the city of Boston.

Transportation & Vent Shaft Building No. 5 Infrastructure Central Artery / Third harbor Tunnel Project Boston, Massachusetts Design and construction of Ventilation Building No. 5 associated with the design and construction of the Central Artery / Third Harbor Tunnel. Parcel 7 / Garage, Commercial, Retail and Transit Rehabilitation Central Artery / Third Harbor Tunnel Project Boston, Massachusetts Design and construction of a 300 unit garage, commercial, retail space and renovation of grade and mezzanine levels of multi- modal mass transit station.

Government Center Station / Dade County, Florida Preparation of contract documents for construction of the Government Center Station in Dade County, Florida. Estimated Cost: $21,000,000.

Alewife Station and Garage Cambridge, Massachusetts Contract documents for $75 million multi-modal transit station and garage.

Central Station/Kendal Station Modernization Cambridge, Massachusetts Schematic design for head house construction, platform extension and modernization.

Public Facilities Planning Children’s Museum Renovation and Addition/Programming Boston, Massachusetts Develop, coordinate and oversee programming activities associated with the 10,000 square foot addition (including exhibition and program space) to the Children’s Museum.

Nawn Factory Orientation Center, Roxbury Heritage State Park Roxbury Massachusetts Historic Renovation Coordinate and oversee management of historic renovation of a brick factory at the Roxbury Heritage State Park for the Division of Capital Planning & Operations, Office of Programming, into an

Orientation Center.

Urban Design/ Washington Street Reconstruction / Boston, Massachusetts Project Management Urban Design and Rehabilitation/Adaptive Reuse Responsible for urban design of two miles of Washington Street from Dudley Station to Massachusetts Avenue, transit facilities design, rehabilitation and adaptive reuse of Historic Dudley Station and planning and integration with Dudley merchants and other groups in lower Roxbury.

Community Advocacy/ Nawn Factory Orientation Outreach Program Technical Assistance Roxbury State Park / Roxbury, Massachusetts Responsible for developing and implementing a nine week intensive design orientation program for nine Boston Technical High School seniors; including the development of a video documentary: Design for Roxbury: A Learning Experience.

Washington Street Reconstruction / Boston, Massachusetts Community Participation Coordinator Responsible for defining urban design issues and establishing design standards for the reconstruction of Washington Street between Dudley Station and the Holy Cross Cathedral. Responsible for designing, coordinating and implementing a community input and review process associated with the project.

Academy Home I Tenant’s Council / Boston, Massachusetts Physical Inventory, Feasibility Analysis and Cost Estimating Perform site survey and document existing conditions within a 221 dwelling unit, low income housing development in Boston and to determine and recommend physical improvements needed to meet Housing Quality and Sanitary Code Standards. Provide technical representation and advocacy for residents in negotiations with municipal and federal agencies.

Mission Hill Extension Redevelopment Plan Boston, Massachusetts Mission Hill Extension Local Tenants Policy Council Provide technical assistance to local tenants council in design, cost evaluation, contract negotiations and all related activities associated with the rehabilitation and new construction of 301 dwelling units of public housing under the Department of Housing and Urban Development/Turnkey Program.

Planning Feasibility Chicago World’s Fair Feasibility Study / Residual Analysis Chicago, Illinois Arthur D. Little, Inc. / Cambridge, Massachusetts Evaluate the residual benefit (social, physical and economic) of the proposed Chicago 1992 World Exposition to the City of Chicago and adjacent communities.

Document: Feasibility and Benefits of the Chicago’s World Fair

Washington Street Development Project Greater Roxbury Development Corp. / Boston, Massachusetts Feasibility analysis of housing development alternatives for publicly owned vacant land parcels located along the Washington Street Corridor between Egleston Square and Dudley Station.

St. Gabriel’s Monastery Feasibility Study * Brighton, Massachusetts Financial analysis of alternative residential uses for 25 acre site in Brighton, Massachusetts.

Heritage Square Planning Project Urban League of New Orleans New Orleans, Louisiana Feasibility Study and Strategic Planning To implement and devise an intervention strategy capable of reversing the economic and physical deterioration of the Central City neighborhood of New Orleans, Louisiana.

Document: Final Report : Heritage Square Planning Project Technical Assistance Grant #09-6-01599 Department of Commerce/Economic Development Administration

Housing Feasibility Study/Community Resources Group Cambridge, Massachusetts Market analysis for adaptive reuse of former juvenile boy’s home into subsidized family housing.

Document: Housing Market Study for the Working Boys Home Site, Newton, Massachusetts

Arthur B. Cummings Management Consultants Peachtree, Georgia Redevelopment compendium of federal grants available for the development of a new town in Peachtree, Georgia.

Document: A Grant Strategy for Peachtree, Georgia Written with Prof. Lawrence B. Susskind Massachusetts Institute of Technology

TEACHING Northeastern University Department of Afro-American Studies Boston, Massachusetts Instructor

MEMBERSHIPS Andover Newton Theological Seminary AND Newton, Massachusetts AFFILIATIONS Board of trustees CURRENT BayBank Boston / N.A. Boston, Massachusetts Member Regional Advisory Board

Massachusetts Community Banking Council Massachusetts Bankers Association Board of Directors

Greater Boston One to One Leadership Committee Chairman, Economic Self Sufficiency Committee

Minority Developers Association Boston, Massachusetts President 1991-1993 Board of Directors

Robert Taylor Society of Black Architects Boston, Massachusetts Member

Massachusetts Association of Community Development Corporations (MACDC) Boston, Massachusetts Advisory Board

Metropolitan Boston Housing Partnership Boston, Massachusetts Board of Directors

Fuller Housing Trust Milton, Massachusetts Board of Directors

21 Eastern Region 180 Glastonbury Blvd. Suite 401 Glastonbury, CT 06033 Telephone: (860) 368-2801 Fax: (860) 368-2828

About Us Cornerstone Real Estate Advisers was established in 1994 to provide private real estate equity investment management services for our parent corporation, Massachusetts Mutual Life Insurance Company (MassMutual), and tax-exempt and taxable institutions. Since then, we have added management of public real estate securities to our array of services.

We have grown significantly since our founding. To best meet our clients' needs, Cornerstone has established Separate Accounts, a Co-investment Vehicle, a series of strategically focused, Closed-end Funds and has become the sub-advisor for a Mutual Fund of public real estate securities.

Our clients include public and corporate pension funds, endowments, foundations, and insurance companies. As of the second quarter of 2006, Cornerstone had nearly $8 billion in public and private real estate investment.

Our Mission Cornerstone's mission is to manage our clients' capital in ways that help them create value through real estate investments. We seek to accomplish this by marrying the power of focused investment ideas, the special advantages of access to flexible capital, and the prudence and perspective that comes from experience that is both broad and deep.

We attribute our success in managing our clients' real estate investments to three main factors:

1. Focused ideas. Cornerstone focuses on one major idea: rotational investment. We believe that investors can benefit from a rotational strategy, as different property types, different markets and different phases of the real estate life cycle come in and out of favor at different times. By closely monitoring property, geographic and capital markets, we attempt to confer the advantages of these cycles on our client's portfolios.

To implement this concept, we have adopted very focused strategies that evolve with the real estate cycles. These strategies are developed by Cornerstone's seasoned senior management team, which relies heavily on input from our state-of-the-art research capability as well as the local market knowledge gathered by our regional offices.

We built our foundation on our state-of-the-art research department, but today we've taken it a step farther. The vital function of research has been disseminated to the desktops of every decision maker within our organization. Cornerstone employees have access to the latest research at their fingertips.

2. Flexible capital. As an independently operated subsidiary of MassMutual, we have the support of a parent with strong capital resources that gives us staying power in an ever-changing business. As a manager for MassMutual, we are able to use our parent's capital as a source of pari passu, Co-investment Funds where appropriate, and we have been able to benefit our clients by using MassMutual's capital strength to assemble pre-specified portfolios of properties. We also have the flexibility to deploy capital in a broad array of structures to meet the business, legal and tax needs of our clients. These vehicles include Limited Liability Companies, Private REITs and Insurance Company Separate Accounts.

3. Experienced management. Members of Cornerstone's senior management team average over 25 years of experience, to better serve the investment needs of our clients. Our management team has experienced multiple real estate investment cycles, learning the lessons of what works and what does not. Because our clients want more than technically proficient real estate investors, we offer a senior management team who understands our clients' objectives, policies and procedures. We know how to mitigate risk and place the highest priority on our fiduciary responsibilities.

Thomas G. Dudeck, Executive Vice President

Mr. Dudeck oversees Cornerstone's Eastern regional office, located in Glastonbury, Connecticut. He is responsible for supervising all activities in connection with a diversified regional portfolio of commercial properties, including acquisitions, asset management and dispositions. Mr. Dudeck is also a Co-Chair of Cornerstone's Strategy Group and plays a key role in creating and implementing investment strategies on behalf of clients. Mr. Dudeck also has executive responsibility for the Business Development Group's closed-end fund and separate account initiatives.

Mr. Dudeck joined Cornerstone in 1998 and was formerly a Managing Director of the Aetna Real Estate Group, where he was responsible for asset management and dispositions involving a national portfolio of commercial real estate assets. Previously, Mr. Dudeck served as Counsel in Aetna's Law Department, where he provided legal services and advice to Aetna's International Division and to its Real Estate Investment Group.

Mr. Dudeck received a BA in Political Science from Allegheny College, an MPA from the University of Hartford, and a JD from the University of Connecticut School of Law. He is admitted to practice law in Connecticut. He is a member of the National Association of Real Estate Investment Managers, the Pension Real Estate Association, and the American Bar Association.

DEVELOPMENT & PERMITTING GROUP

Who We Are Goulston & Storrs has nationally recognized experience in the development of substantial commercial real estate projects, including retail, office, hotel, multifamily residential, mixed-use projects and sports facilities. Our attorneys regularly work with the gamut of federal, state and local laws and regulations governing real estate development and use. We are experienced in matters relating to wetlands, air and water quality, traffic and parking, zoning, contaminated property reuse, historical restrictions and environmental regulation. As part of the development team, our work includes analyzing permitting requirements, appearing before and negotiating with public officials, abutters and community groups, planning and participating in public presentations and rendering legal opinions to lenders. The extent and regularity of our work in this area has allowed our attorneys to establish excellent working relationships with public authorities and agencies at all levels.

Whom We Counsel Our Development & Permitting Group serves as counsel to local, regional and national developers, property owners, tenants, architects and contractors, and works with institutional and corporate clients with respect to investments and development projects in Boston and across the country. We are also counsel to numerous governmental bodies, including the Boston Redevelopment Authority.

What We Do Our practice encompasses all aspects of the development cycle including:

site acquisition and assembly permitting and zoning construction and permanent financing architect agreements contractor and construction manager contracts leasing

development and property management agreements partnership and limited liability company agreements reciprocal easement agreements environmental land use litigation land disposition agreements with governmental authorities creation of condominium and other forms of common ownership vehicles

Recent Representative Transactions

Represent developer of a multi-phased mixed-use project with respect to the completion of permitting and construction of historic lofts and modern residences located in the Fort Point Channel area, Boston, MA.

Representation of a joint venture real estate development company in the acquisition, development and financing of the "Trilogy" development adjacent to Fenway Park in Boston, Massachusetts, including residential and retail.

Representation of a major developer in a $200-300 million development of prime urban Washington, DC property under a long-term ground lease from George Washington University for multi-use complex to include an office building, luxury apartment building and significant retail stores.

Representation of a Boston based company developing and managing multi-family and mixed income properties throughout the United States in their development of Massachusetts Turnpike Air Rights Parcels in the Back Bay/South End section of Boston (Columbus Center) for residential and hotel uses.

Counsel to an urban mixed use development and management company in the redevelopment of Boston’s Pier 4 for a mixed-use project containing retail, residential, hotel and office.

Representation of the designated developers of three Central Artery/Tunnel air rights parcels: the YMCA of Greater Boston, which proposes a community and recreational facility on Parcel 6; the New Center for Arts and Culture, which proposes a cultural facility on Parcel 18; and the Boston Development Group, which proposes a mixed-use office, retail, hotel and condominium facility on Parcel 1B.

Represented the New York City Economic Development Corporation in connection with the development of East River Science Park, a three-

building commercial life sciences center to be developed on a 3.5 acre site in the northerly portion of the Bellevue Hospital Campus.

Representation of a developer in an $80 million multi-use project in the District of Columbia to house the corporate headquarters of Radio One, as well as condominium apartments and retail shops.

Representation of a Boston based company developing and managing multi-family and mixed income properties throughout the United States in their development of Clippership Wharf, an eight-acre waterfront site in East Boston being developed as a residential community containing ancillary retail, restaurant, health club, and community uses and waterfront amenities.

Counsel to a Boston based self-administered real estate investment trust and other developers in connection with the acquisition and redevelopment of Prudential Center, a 26 acre area in Boston’s Back Bay. The redevelopment includes a 36-story office building, an 11-story office building, a 13-story hotel and residential building (The Mandarin Oriental Boston), an 11-story luxury condominium building (The Belvedere), a supermarket and retail space.

Counsel to a Boston-based real estate and development company in connection with the development of Atelier /505, The Colonnade Residences and the Heritage Condominiums.

Counsel to two New England based urban mixed use development and management companies in the development of and the public/private debt and equity financing of the 14-story, 790 room Westin Convention Center Hotel which is located on a ground lease parcel owned by the Massachusetts Convention Center Authority and which will serve as the principal hotel for the new Boston Convention Center and Exhibition Center in South Boston, Massachusetts.

Counsel to a major Massachusetts based integrated health care system in connection with the redevelopment of the historic Charles Street Jail into a hotel.

Counsel to various institutions in development of Article 80 Institutional Master Plans including Children’s Hospital Boston, Partners Health Care, Beth Israel Deaconess Medical Center, and Museum of Fine Arts.

William H. Dillon

Mr. Dillon, a Director, represents real estate developers and investors in a broad variety of real estate-related transactions. He works with local, national and international clients in the acquisition, construction, permitting, financing, leasing and management of properties throughout the United States.

Mr. Dillon’s areas of expertise include the development and redevelopment of regional

Real Estate shopping centers, lifestyle centers and retail-based mixed use projects; re-use sites for (617) 574-6408 smart-growth oriented development; and urban economic development and affordable [email protected] housing projects. Mr. Dillon also specializes in the structuring and negotiation of New

Markets Tax Credit transactions. Practice Focus Real estate development Mr. Dillon’s recent transaction include: Economic development and affordable housing Sale of the Northeast shopping center portfolio of Samuels & Associates and Edens & Avant to Australian-based Galileo Fund.

Education Swedish furniture retailer IKEA’s sustainably designed, mixed-use project in University of Virginia J.D., Somerville, Massachusetts. 1995 Harvard University B.A., New England Development’s retail/residential mixed-use development in Chestnut magna cum laude, 1991 Hill, Massachusetts.

Redevelopment of Historic Dartmouth Hotel in Dudley Square, Roxbury by Admissions Nuestra Comunidad Development Corporation. Hawaii Massachusetts Investment by Merrill Lynch in national New MarketsTax Credit loan fund.

Recognition Massachusetts Super Lawyers Rising Stars, 2006

27 CLOSERTO THE ISSUÐS.

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The Real EstateGroup advisesclients on real estateconveyancing and title issues,on traditional land use issuessuch as zoning, subdivision,planned use districts, sales, acquisitions, and leasings,and on real estate developmentprojects. The goal ofthe Group is to bring specialiststogether at the beginningof a projectto advisethe developer,business, or governmentalentity how to avoid problems,while maintainingthe ability to deal aggressivelywith possibleviolations and the relatedregulatory enforcement actions that arisein the courseofany developmentproject or day-to-day businessoperations.

Attorneysin the Group representclients in all aspectsof real estatedevelopment projects, including large- scale retail, commercial and industrial development.Representation includes site acquisition and due diligence issues, governmental permitting, structuring and negotiation of financing, environmental complianceissues, and constructioncontracting issues.

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We regularly counselclients on federal,state and income tax issues,working closely with our clientsto maximize the after-taxbenehts of their businessinterests. In addition, we counselclients on technology matters, including appropriatestate, federal and internationalregistrations, contractual provisions and licensingarrangements.

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and planned use districts, and on environmentalissues such as wetlands and coastal permitting issues, negotiationof Brownfields SettlementAgreements and developmentof Brownfrelds sites,and hazardous materialsenforcement issues. We bring specialiststogether at the beginning of a project to advise the developer,business, lender, or governmentalentity on how to avoid problemswhile maintainingthe ability to deal aggressivelywith the complex regulatory perrnitting and enforcementactions that arise in the courseofany developmentproject or day-to-daybusiness operations.

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http://www.psh, com/contentS4.html 21812007 New England Office

351 Newbury Street Boston, Massachusetts 02115 Phone: (617) 262-6620 Fax: (617) 262-1806

The Dartmouth Company is a full service commercial real estate firm specializing in the leasing and sale of retail properties throughout New England and upstate New York. With offices in Boston and Albany, The Dartmouth Company's twenty experienced brokers represent a variety of national, regional and local retail tenants. In addition to tenant representation, The Dartmouth Company also represents a variety of landlords in the leasing of retail shopping centers and properties. The Dartmouth Company has been involved in the sale of numerous investment properties. Recent sales include larger residential, office, and retail properties ranging in price from $2 million to $60 million. The key to the company's success has been the quality of its team members and an in- depth understanding of the markets in which we operate. The well balanced Dartmouth team has a proven track record of satisfying demanding landlord and tenant requirements for over twenty years.

Above all, The Dartmouth Company strives to provide valuable services to its clients, be it in tenant or landlord representation. The following is a list of some of the services we provide to all of our Tenants and Landlords.

Target Market definition Market Analysis Cutting edge graphic and marketing materials Project layout, design, and signage participation Project Repositioning Project Timelines and Schedules Development of target market tenants Lease Analysis services

Tenant Representation Dartmouth is a leader in tenant representation throughout New England. We understand the needs of retailers and the importance of store locations within individual markets and shopping centers. To ensure our clients make informed real estate decisions, we provide them with all the information needed from expert knowledge of the marketplace to detailed demographic reports and comprehensive maps. Our goal when working with any retailer is their success and satisfaction.

Landlord Services / Property Leasing Through our many contacts and business relationships we can secure the best tenants for any property to ensure that landlords achieve the highest and best use for their property. Exclusive Tenants - The Dartmouth Company exclusively represents over 50 national and regional tenants. Our easy access to this many quality tenants gives us a big advantage in terms of contacting appropriate retailers. Brochures - present property to the market and brokerage community with informative and professional looking marketing materials. Leasing Reports - keep property owners informed with thorough and timely reports. Website - we maintain and actively update an easy to navigate and comprehensive website.

Investment Services The Dartmouth Company excels in the marketing and sales of Investment Properties throughout the Northeast. We provide a comprehensive, detailed marketing package for every property we list.

We streamline the marketing time and maximize the sale price through tailoring our list of potential buyers to each individual property. We pride ourselves on being able to add value to our investment property listings.

Property Management We currently manage a number of small to mid sized properties in New England.

Tenant Development Services The Dartmouth Company has a track record of buying land and developing retail space to meet a tenant's specifications. Our team has years of experience in dealing with different issues that arise in property development. From zoning and environmental issues to negotiating leases, we have the knowledge and experience to get a property developed on time and in a cost effective manner.

David Smookler, Principal

David Smookler, partner in The Dartmouth Company, is involved in representing national retailers and developing expansion strategies for stores opening in the Northeast. David has worked with national retailers such as BJ's Wholesale Club, Lowe's Home Improvement, Tweeter, etc., Barnes and Noble Booksellers and Kohl's. He has also worked extensively with investment sales of large shopping centers. David graduated from the Wharton School at University of Pennsylvania and Suffolk Law School in Boston and is a member of the Massachusetts Bar.

Phone: (617) 369-5918 E-Mail: [email protected]

Rob Grady, Broker

Rob Grady joined The Dartmouth Company in 1997. Rob has over twenty-five years of real estate experience, and specializes in site acquisition for big box tenants throughout New England. He has worked with tenants such as Lowe's Home Centers, WalMart, Kohl's Department Stores, Staples, Life Time Fitness, ExxonMobil, Bass Hotels & Resorts and BJ's Wholesale Club. He is a Boston native and graduated from American University.

Phone: (617) 369-5905 E-Mail: [email protected]

Peter Considine, Broker

Peter has been with the Dartmouth Company for several years. Peter works with Kohl's, Direct Tire, and Creme de le Crème, CVS, Bickford’s, Savers and Wal-Mart as well as working on the investment sales team. Peter is a graduate of Hamilton College in Clinton, NY.

Phone: 617 369-5959 E-Mail: [email protected]

Matthew Curtin, Broker

Matt Curtin has been with The Dartmouth Company since 2003. Matt works in both tenant and landlord representation. He is the exclusive broker for Cold Stone Creamery, Crate & Barrel and ULTA Cosmetics, as well as many other national and regional tenants. Matt is also responsible for the leasing of Linden Square in Wellesley, MA; Chapel View in Cranston, RI; and Trilogy in Boston, MA. Matt is a graduate of Colgate University with a BA in English.

Phone: 617 369-5904 E-Mail: [email protected]

Meredith & Grew

About Meredith & Grew Meredith & Grew is a Boston-based, full service commercial real estate firm dedicated to providing its clients with innovative solutions to meet their real estate challenges. Our firm combines unsurpassed market knowledge and a global reach with over 130 years of experience offering clients a broad range of complementary services including:

• Brokerage o Landlord Representation o Tenant Advisory Services • Retail Services • Capital Markets • Counseling & Valuation • Development & Advisory Services • Property & Asset Management Services • Marketing & Research

Meredith & Grew was founded in 1875 and remains a privately-held company with over 140 employees, headquartered in Boston. In addition to representing its numerous core clients in greater Boston and New England, Meredith & Grew provides national and international real estate services for its multi-market clients as an owner-member of ONCOR International. ONCOR International is an organization of fifty-three top-ranked, privately-owned commercial real estate companies in over 230 markets worldwide, offering a comprehensive selection of corporate and investor-related services.

The firm is also one of 18 owner/members of Strategic Alliance Mortgage (SAM). SAM’s goal is to combine local entrepreneurial expertise with a nationwide network to deliver the very best capital markets execution and alternatives to its clients.

Meredith & Grew’s client relationships are characterized by repeat assignments over many years. The common threads through all of our real estate activities are professionalism, real estate expertise and integrity.

About Meredith & Grew’s Development & Advisory Services Group Meredith & Grew’s Development & Advisory Services Group offers real estate consulting, development management and tenant improvement services to its clients. We provide these services across an array of industry sectors for private developers, corporations, institutions, professional service firms and non-profit organizations. Working on a fee basis, we act as real estate developers and advisors to help clients meet their real estate needs.

The Group is staffed by professionals with degrees in architecture, engineering, planning, law and business. Our team members have experience in building types ranging from office, healthcare and research to residential, hospitality, educational and arts facilities. Working for both owners and users, we can address discrete portions or entire programs for an organization’s real estate needs.

Services we provide include:

Advisory Development Management o Strategic real estate planning o Project planning o Feasibility studies o Design & budget management o Due diligence reports o Construction oversight o Market Studies o Project reporting o Permitting o Occupancy coordination o Financial analysis o General owner’s representation

Tenant Improvement Management o Team assembly o Programming o Design & budget management o Construction oversight o Move coordination o Project close out

Relevant Experience Examples of recent projects demonstrating our relevant experience:

• Liberty Mutual Group – Total development of a 350,000 square foot office building in Dover, New Hampshire.

• 100 Cambridge Street – Total redevelopment and new construction of over one million square feet of mixed use space including 565,000 square feet of office space in downtown Boston. This project included complete environmental remediation.

• 330 Stuart Street – Total redevelopment of a 100,000 square foot, 10-story office building in downtown Boston.

• Promenade at the Foundry – Total redevelopment of a 290,000 square foot historic mill complex into luxury apartments in Providence, Rhode Island.

• Longwood Towers – Redevelopment of a 270-unit 1920s-era apartment building into luxury condominiums in Brookline, Massachusetts.

Staffing This assignment will be executed by members of Meredith & Grew’s Development & Advisory Services Group, with assistance from Meredith & Grew’s other practice areas (such as commercial brokerage, retail brokerage, finance & capital markets, etc.), as necessary. The assignment will be staffed with the following individuals:

• Daniel R. Quinn, Executive Vice President, will be the project executive for the engagement and oversee the team’s efforts.

• Dante Angelucci, Vice President, will act as project manager and monitor the day-to-day activities of all parties.

• Jessica Sawyer, Senior Analyst, will manage, coordinate and assist in various financial analyses and provide support to the team project’s executive and manager.

Resumes Daniel R. Quinn Mr. Quinn joined Meredith & Grew in 2005. He is an Executive Vice President, head of the Development & Advisory Services group and a Partner in the firm. Mr. Quinn has over 25 years of development and advisory experience in the commercial real estate industry.

Mr. Quinn began his career as an architect in New York City, working for Robert A. M. Stern and Edward Larrabee Barnes. After acquiring his MBA he joined the Philadelphia-based real estate investment and development firm Radnor Advisors in 1980. Named president of the firm in 1992, he oversaw its operations and subsequent sale to Insignia/ESG, moving to Washington, DC in 2000. With Insignia’s acquisition by CB Richard Ellis he became the head of CBRE’s Mid-Atlantic Consulting Group.

Mr. Quinn’s primary areas of expertise are real estate consulting and development of large scale projects. He has managed the development of over five million square feet of office, lab, data center and retail space. He also has extensive experience in the areas of master planning, entitlement and land development. Mr. Quinn’s development clients have included The Vanguard Group, Hewlett Packard, Samsung, Princeton University, Liberty Mutual Group and Wachovia Bank.

Over the course of his career, Mr. Quinn has provided advisory and consulting services to professional service firms, corporations and non-profits including healthcare, educational, religious and arts organizations. These services included a specialization in strategic real estate planning as well as feasibility studies, financial modeling, site searches and disposition of excess assets. Representative clients include the Federal Deposit Insurance Corporation, Williams & Connolly LLP, Jefferson Health System, The Colonial Williamsburg Foundation, Dickstien Shapiro LLP, The Seventh-Day Adventist Church, Inova Health System, Lifespan, and the US Steel and Carnegie Pension Fund.

Mr. Quinn has his BA from Amherst College and his M.Arch and MBA from Columbia University.40

Dante Angelucci Mr. Angelucci re-joined Meredith & Grew in 2005, as a Senior Project Manager in the Development & Advisory Services group. Mr. Angelucci’s responsibilities include the management of all aspects of the development process, including permitting, financing, budgeting, contract negotiations, construction, sales, leasing and marketing for projects he manages. He has managed the development of office, hotel, residential and retail properties. His focus is on the permitting, development and construction of complex large-scale, office, multifamily residential and mixed-use projects.

Mr. Angelucci is currently working on the development of a new 350,000 square foot corporate office building for a Fortune-100 client. Prior to rejoining Meredith and Grew, Mr. Angelucci worked for an equity developer overseeing the permitting and design of hotel and residential condominium projects. Mr. Angelucci initially joined Meredith and Grew in 2001 and was responsible for spearheading the development, design and construction of 100 Cambridge Street, a $217 million mixed-use redevelopment project in downtown Boston. Before joining Meredith & Grew in 2001, he worked as a Property Manager for Fidelity Investments managing a portfolio in excess of 800,000 square feet. Before joining Fidelity, he was an Assistant District Attorney in Norfolk and Middlesex Counties, where his duties included the seizure and disposition of narcotics related real estate.

Mr. Angelucci has his BS from Northeastern University and his JD from the Massachusetts School of Law.

Jessica Sawyer Ms. Sawyer joined Meredith & Grew’s Development & Advisory Services group in 2005 as a Senior Analyst responsible for a variety of consulting and project management assignments.

Prior to joining Meredith & Grew, Ms. Sawyer spent five years at AEW Capital Management, L.P. As a Research Associate, she researched and wrote investment summaries for potential multifamily, retail, office and industrial transactions, was responsible for demographic analysis for all potential investments, and produced monthly and quarterly client marketing materials for the firm’s Real Estate Securities business line. As an Acquisitions Associate, Ms. Sawyer was responsible for valuation and return analysis for investments in several major metropolitan areas, produced pro-formas for existing multifamily assets and condominium development projects, audited retail and office leases, and assisted in the preparation of investment summaries. As a Client Services/Marketing Associate, Ms. Sawyer was responsible for written responses to client requests for proposals, wrote and edited quarterly and monthly client performance reports, and obtained and analyzed client performance data.

Ms. Sawyer has her BA from Dartmouth College.

Step into our offices and right away you'll feel a different kind of energy; a buzz of activity driven by exceptional collaborative effort. We believe that a rigorous sharing of ideas by everyone on the team results in stronger solutions--every time.

Our seasoned in-house team includes experts in the areas of:

Site selection and market demographics Property acquisition Permitting Project management and construction Retail merchandising and leasing Finance Property management Residential leasing Marketing

Bringing all these disciplines together means projects are analyzed from every angle. Our compact size yields speed and efficiency that can not be attained by larger, more corporate companies.

Satisfy the needs of the community and everything else falls into place.

The success of a real estate project depends on balancing the interests of the many constituencies affected by the development.

This is an area where Samuels & Associates truly adds value.

We proactively address the issues that can impair a project—before they become problems. From the outset, we identify and address the critical issues of: public access, infrastructure, political and community priorities.

We tirelessly pursue multi-lateral planning with community leaders, city government, contractors, retailers and transportation authorities. We employ the latest concepts in design, including community-sensitive lighting and sound dampening. We strive to identify community groups and respond to their concerns in order to ensure community acceptance. We implement innovative security and transportation solutions to guarantee the success of even the most challenging sites.

Create a quality experience.

Samuels & Associates is very committed to quality retail developments and creating a real synergy among tenants. With a team comprising more than two decades of experience in retail leasing, we are particularly skilled in developing the right mix of tenants to create an environment that is exciting for shoppers and beneficial to the businesses. Our goal is to create an inviting atmosphere, a smattering of all the needs of any shopper, strong anchors and unique tentants, beneficial services & amenities, and great spaces to create unique and distinct marketplaces that broaden customer attraction and satisfaction.

Continually find ways to enrich the value of property.

Providing leading edge property management requires capable, informed, and proactive decision-making. The hands-on managers at Samuels & Associates subscribe to a service philosophy and work ethic that helps them make better business decisions at every turn.

Essentially, our property managers think and act like asset managers. They help fine-tune the physical plant and operations side of our properties while simultaneously pursuing innovative new leasing and marketing strategies. All with the objective of building equity and maximizing the value of each property.

Our management experience ranges from small neighborhood retail centers and grocery anchored necessity shopping centers, to power centers and urban mixed use projects. Our management team includes some of the best recognized names in the region.

Samuels & Associates builds on three generations of family involvement in the real estate development and retail center industry to offer clients and business partners a deep level of expertise. From small neighborhood retail centers to enclosed malls and large urban mixed-use developments, Samuels & Associates has a track record of enhancing the value of real estate properties with which it is involved.

First venture in shopping center development. In 1986 Samuels & Associates completed its first venture with Brookside Shopping Center in Bridgeport, Connecticut. This 119,000 square-foot shopping center, ideally located just south of the Merritt Parkway in Fairfield County, services 250,000 individuals on an ongoing basis with Super Stop & Shop and Staples as its major retailers. Over the next twelve years, Samuels & Associates would move on to acquire and/or develop, lease and manage almost two dozen such shopping centers throughout the northeast and midwest. Notable properties included Bishop's Corner in West Hartford, Connecticut, with the state's first community shopping center "people-mover," and Horizon Commons in Rocky Hill, Connecticut which spent the better part of the last two decades under planning. Now finally developed, Samuels & Associates is actively leasing 200,000 square feet of retail space anchored by Kohl's.

Pioneers in urban planning and development. A pioneer in urban planning and development, Samuels & Associates has produced a number of mixed-use retail venues in diverse urban neighborhoods, such as the 440,000-square-foot South Bay Center in Dorchester, Massachusetts, in 1993. As the first developer to bring a major shopping center with basic services to an urban location, Samuels & Associates is credited with bridging communities in Boston that had historically been in conflict. South Bay Center drove more volume to its retailers than most of the retailers' other locations nationally. An addition of 1,200 jobs was brought to market through K-Mart (now a Target), Toys 'R Us, Circuit City, Office Max, Old Navy and Stop & Shop outlets in this heralded shopping center

Sale of shopping center portfolio. In 1998 Samuels & Associates sold a portfolio of twenty shopping centers including Brookside, Bishop's Corner and South Bay Center to Edens & Avant for $250 million. Samuels & Associates continued to be the leasing and property managers for the majority of the locations due to its knowledge of local markets and the strength of its existing relationships with regional and national tenants.

Continued focus on urban development. In the fall of 2001, Samuels & Associates undertook one of its most challenging projects, a pro-bono project for the City of Boston at Roxbury's Grove Hall. What transpired was a 52,000 square-foot shopping mecca in a section of the city that retailers had traditionally been hesitant to penetrate. Through the strength of the leasing and development teams, the center opened at 100%-occupancy and established 400 additional jobs for the neighborhood. Samuels & Associates had the opportunity to reestablish pride in a section of the city where in the past there was urban blight. According to Boston Mayor Thomas Menino, "Nobody ever thought we would have a shopping center at Grove Hall ten years ago. They would have thought we were crazy. But Samuels & Associates came in, did a great job and the stores are very successful."

Renewed commitment to revitalized shopping centers. Samuels & Associates teamed once again with Edens & Avant in 2002 to purchase thirty-six retail centers in the Northeast from Konover & Associates. Two years later in 2004, Samuels & Associates and Edens & Avant sold eleven of these properties to Galileo Shopping America Trust for $205 million. In addition Samuels & Associates sold three other shopping centers to Edens & Avant for an additional $47 million. The shopping centers sold to Galileo represented almost two million square feet of space and were approximately 90% leased, a significant

improvement over the 43% vacancy rate when the properties were acquired two years prior. Samuels & Associates continues to provide leasing and management services for the Galileo portfolio.

"Our goal in purchasing these underutilized shopping centers was to invest in the real estate, revitalize the centers, and improve their long term value," said Joel Sklar, Executive Vice President of Acquisitions and Development. "I am pleased that our team was able to fulfill that goal so successfully in less than two years."

Focus on the Fenway neighborhood of Boston. August 2004 represented a major milestone for Samuels & Associates, with the groundbreaking of Trilogy, a 1 million-square-foot mixed-use development located on 2.2 acres in the heart of Boston's Fenway neighborhood. In partnership with Boylston Properties, the two firms formed Fenway Ventures to oversee this development of 576 units of upscale rental housing, 42,000 square feet of retail space and three levels of underground parking. It represents Samuels & Associates first foray into the residential real estate market. Of the 576 apartment homes, Harvard University purchased 171 units for use by Harvard Medical School students, faculty, and staff. Retail and residential units opened in June 2006.

Samuels & Associates continues to work closely with city officials and community organizations on revitalization plans for the Fenway neighborhood. In October 2006, a 450,000 square-foot mixed-use development, 1330 Back Bay Fens, broke ground that will include residential, retail, office space, and three levels of underground parking.

It truly is an exciting time to be in the Fenway neighborhood, and an exciting time at Samuels & Associates as the company continues to chart new territory.

STEVEN SAMUELS President & CEO As an active real estate developer since 1984, Steve Samuels has built or redeveloped over fifty projects in seven states. With his founding of Samuels & Associates nearly twenty years ago, he positioned a company which prides itself on success through building enduring relationships with its business partners, its focus on creating developments that enhance local neighborhoods and communities, and its impeccable reputation among the residents, community groups, and businesses affiliated with its projects.

One of the first in the country to return new development to the urban core, Steve pioneered Boston's retail renaissance with Dorchester's massive South Bay Center and Roxbury's Grove Hall Mecca. Developed in 1991, the $65 million 440,000-square-foot South Bay Center was hailed as one of Boston's first urban retail developments in over twenty years and inspired a flurry of other retail developments in the city. The Grove Hall Redevelopment Project, undertaken in 1997 at the request of Mayor Thomas Menino, was a pro bono project motivated by the desire to resuscitate a stagnant retail area that had been neglected for decades. The development is currently one of the most vibrant retail centers in Boston.

Steve is integrally involved in revitalizing the historic yet underutilized Fenway area into a thriving 24-hour mixed- use urban village, developing projects such as Trilogy and 1330 Back Bay Fens. The company is collaborating closely with local residents and community groups to ensure a successful commercial development that serves the aspirations of the neighborhood. Eight hundred residential units and 100,000 square feet of retail space are currently underway across multiple projects in and around this district.

A myriad of other projects, located primarily in the Northeast, round out the Samuels & Associates portfolio. In 1998, the company successfully wrapped up and sold a family controlled portfolio of twenty three shopping centers and two regional malls, and three years later went on to acquire a portfolio of thirty six shopping centers. The firm is currently redeveloping a substantial number of these properties.

Prior to founding Samuels & Associates in 1986, Steve was a broker for M.H. Hausman Company - a real estate representative for First National Supermarkets, and a real estate representative for the Multinational Trading Company - a real estate investment firm.

Steve serves on the board of directors for both the Boston Police Athletic League, an independent non-profit organization dedicated to the positive development of Boston's youth, and Mayor Menino's Boston Main Streets Foundation, a program focused on the aesthetic and commercial revitalization of the city's historic neighborhoods. He is also actively involved in fundraising for Boston Medical Center and the Juvenile Diabetes Research Foundation.

Steve holds a bachelor's degree in real estate & finance from Ohio State University.

LARRY GUILMETTE Chief Operating Officer Larry's career covers twenty eight years of property and facilities management with institutional, retail, office and industrial property portfolios. He has managed properties for pension funds, financial institutions and private investors. In addition to day-to-day operations, Larry has commissioned many large-scale developments, including the 38-story CityPlace and 100 Pearl Street, both in Hartford, CT. His current responsibilities include operations for the portfolio of Samuels & Associates residential and commercial properties, liason with Samuels & Associates' third-party clients, management of property environmental matters, risk management and corporate administration.

Prior to joining Samuels & Associates in 1994, Larry worked for The Farley Company, Bronson & Hutensky and UNICCO.

Larry is a member of the International Council of Shopping Centers, BOMA International, NAIOP and The Rental Housing Association. He is also a trustee of the Building Owners and Managers Institute, serving on the executive committee of the board of trustees as secretary/treasurer. He received his RPA designation from the Institute in 1983. Larry also serves as a member of the board of directors for BOMA Boston.

Larry holds a bachelor of fine arts degree from Syracuse University.

From its beginnings in 1971 with the development of a 250‐unit apartment building, WinnCompanies has grown into a nationally recognized owner, developer, and manager of real estate. With headquarters in Boston’s historic Faneuil Hall Marketplace, and regional offices in Chicago, Dallas, Richmond, Sacramento, and San Diego, WinnCompanies’ portfolio of properties extends from New England to the Wet Coast and from the southeast to the northeast.

In a progressively more complex environment of economic, social, tax, and regulatory conditions, WinnCompanies has excelled in large and small scale development and management operations in urban and suburban settings, from spearheading urban redevelopment to delivering quality housing to small town America. Although multifamily housing is the company’s core business, WinnCompanies has adapted to the ever changing climate in the real estate marketplace by making the most of new opportunities and diversifying into a variety of investment vehicles, including hotel, office, and commercial properties.

WinnCompanies has demonstrated a consistently sound approach to real estate through its long‐term commitment to property investments and by the superior level of property maintenance throughout the portfolio and an unblemished record of dealings with its bankers and lenders. WinnCompanies consistently provides a creative and passionate approach to real estate, grounded in sound economic fundamentals, for ultimate success in the marketplace.

WinnResidential helps create, market, manage, and maintain a wide spectrum of apartment communities in urban, suburban and rural America. WinnResidential employs over 1,700 persons and manages in excess of 70,000 apartments and condominiums in more than 20 states and in excess of 800,000 square feet of commercial space.

The Company has developed a sophisticated marketing program, which operates in accordance with Affirmative Fair Housing Laws. WinnResidential’s Marketing Department provides the expertise to help achieve optimal occupancy levels in the competitive marketplace. Attractive and effective brochures and other promotional materials serve to heighten the appeal of new properties as they come on the market. Marketing personnel are intimately involved in the design components of new ventures, from the selection of appealing color schemes for public areas to the furnishing of model apartments.

WinnResidential managers are responsible for the implementation of budgets, staffing, annual audits, and the collection and distribution of revenue of over 200 million dollars per year.

For those properties with an affordable housing component, WinnResidential has designed and implemented sophisticated techniques and procedures for reliable compliance with housing restrictions. WinnResidential regularly provides on‐time reporting to the governmental authorities that administer these programs. WinnResidential is recognized for its superior record in minority hiring and in doing business with minority‐owned enterprises.

Winn’s “Communities of Quality” are recognized as among the finest multifamily properties in America.

49 BRIAN KEAN 484 Tremont Street, Boston, Massachusetts 02116 - Telephone (617) 426-1175

SENIOR VICE PRESIDENT – WINNRESIDENTIAL

EDUCATION

BOSTON UNIVERSITY SCHOOL OF LAW GRADUATE TAX PROGRAM - BOSTON L.L.M. in Taxation – 1989

SETON HALL UNIVERSITY OF LAW, NEWARK, NJ Juris Doctorate – 1981

BOSTON COLLEGE, CHESTNUT HILL, MA B.A. Political Science – 1977

AFFILIATIONS

Admitted to Massachusetts Bar Certified Public Accountant (CPA), Massachusetts Licensed Real Estate Broker, Massachusetts & Rhode Island NAHP National Assisted Housing Professional – Executive Level Specialist in Housing Credit Management™ Certified Credit Compliance Professional

Brian Kean, Senior Vice President, has been in the real estate business for over 18 years with experience in property management and development. As Senior Vice President, he directs property management services for over 87 properties in the Massachusetts and Rhode Island WinnResidential portfolio, working with two Regional Vice Presidents and four Senior Property Managers. He is responsible for operating budgets, capital planning, financial management and owner relations. Working with Executive Vice President Martin Raffol, Mr. Kean is responsible for procuring new management opportunities, with an emphasis on urban properties, including those owned by Community Development Corporations. Prior to his employment with Winn, in 1994, he was Vice President, Legal and Financial Compliance, with Simpson Management Company, managing its Boston Office. His responsibilities included supervising Simpson’s Boston area property management portfolio, overseeing its accounting department and performing legal work for the company and properties in the areas of leasing, landlord/tenant and corporate operations.

KEITH JENKINS 10 WINTER STREET, SUITE 105, QUINCY, MA 02169 – TELEPHONE 617-770-2004

REGIONAL VICE PRESIDENT – WINNRESIDENTIAL

EDUCATION

SKIDMORE COLLEGE, SARATOGA SPRINGS, NEW YORK Bachelor of Science, Business Management 1985

AFFILIATIONS

SHCM Specialist in Housing Credit Management NAHPe National Assisted Housing Professional—Executive Level HCCP Housing Credit Certified Professional CPO Certified Professional of Occupancy Institute of Real Estate Management ARM—Accredited Resident Manager C3P Certified Credit Compliance Professional

Commonwealth of Massachusetts: Notary Public Real Estates Sales License

KEITH JENKINS, REGIONAL VICE PRESIDENT, has worked within the property management industry for 21 years. As Regional Vice President, he is responsible for directing property management services for 15 properties that make up 1,186 apartments and 67,000 square feet of commercial space in the WinnResidential portfolio. His portfolio includes Section 42, Section 236, Section 8, and HOME financed properties, as well as third party management clients. Mr. Jenkins has extensive experience with assisted family housing in both suburban and inner city settings. He is responsible for preparing operating budgets, monthly re-projections and all agency and ownership reports. Additionally, he supervises 48 employees and oversees all aspects of resident services, property management, personnel and training in his portfolio. He has worked closely with Winn Development to ensure Section 42 compliance in the rehabilitation of 3 distressed properties using Low Income Housing Tax Credit financing. Mr. Jenkins initially joined WinnResidential in 1987 as Property Manager for a Section 8 elderly property, in the Boston area. Over the next 18 years, he managed numerous subsidized properties (various programs), market rate properties, condominiums and commercial developments. Prior to joining WinnResidential, Mr. Jenkins was a marketing manager with General Investment and Development Company of Boston, MA.

51 JAMES P. BATCHELOR, FAIA, LEED AP // Selected Projects President and CEO Shams Abu Dhabi James Batchelor, President and CEO and a Reem Island, Abu Dhabi, United Arab Emirates principal since 1976, has been responsible Sorouh Investment for the design of many of Arrowstreet’s award- winning architectural, planning, and research Nuclear Power Training Center Master Plan projects. His planning and architectural work Dormitories, Garage, and Galley ranges across public, educational, housing, and commercial fields. Some of his noteworthy Groton, Connecticut projects include the North Campus Garage United States Navy, Northern Division and High Energy Physics Labs at Harvard University, Parcel 7, the mixed-use and ven- Harvard University North Campus Master Plan tilation building near Boston’s Government Center and the Artists for Humanity EpiCenter, Cambridge, Massachusetts a gallery and studio space for Boston high Harvard Planning & Real Estate school arts students. Artists for Humanity EpiCenter Professional Background Arrowstreet Inc., 1974–present Boston, Massachusetts Environmental Design Group, 1974–present Artists for Humanity

Education Keen’s Crossing at Winooski Falls Harvard Graduate School of Design Loeb Fellowship, 1984–85 Winooski, Vermont Massachusetts Institute of Technology HK Central Block, LP Master of Architecture, 1981 Master of City Planning, 1974 131 Dartmouth Street Williams College Bachelor of Arts, 1972 Boston, Massachusetts 131 Dartmouth Street, LLC Architectural Registration Connecticut No. 9476 Providence Place Mall Massachusetts No. 5939 New Jersey No. 14880 Providence, Rhode Island New York No. 027461 Commonwealth Development Group New Hampshire No. 2498 Pennsylvania No. RA 014859B Parcel 7 Mixed-Use Vent Building

Associations Boston, Massachusetts Fellow, American Institute of Architects Massachusetts Highway Department American Institute of Architects / Large Firm Roundtable Lebanon Co-op Food Store Boston Society of Architects / Commissioner Lebanon, New Hampshire of Professional Practice, 2003–04 Dartmouth College Real Estate National Council of Architectural Registration Boards Urban Land Institute / Environmental Development, Council Member, 1998–2004 Global Mall US Green Building Council Chung-Ho City, Taipei County, Taiwan, R.O.C. Kindom Construction Corporation Civic Activities Preservation Commission, Town of Brookline, MA, (continued) 2005–06 Riverside Cambridgeport Community Corporation, Cambridge, MA / Vice President and Director, 1973–76

52 Honors 1995 American Institute of Architects 2006 Boston Society of Architects Honor Awards for Interiors Honor Award Public Bathrooms: Boston Center for the Arts Artists for Humanity EpiCenter 1995 Boston Society of Architects 2006 Concrete Reinforcing Steel Institute Award for Design Collaboration Design Awards Competition Public Bathrooms: Boston Center for the Arts Merit Award 1992 Urban Land Institute Oxford Street Parking Garage Awards for Excellence, Finalist 2006 Boston Society of Architects CambridgeSide Galleria (co-sponsored by IIDA and ASID) 1991 Monitor Magazine Interior Architecture / Interior Design Award Centers of Excellence Oxford Street Parking Garage Design Competition Winner 2006 American Institute of Architects CambridgeSide Galleria Committee on Architecture 1990 Business Week for Education Excellence Award Best of 1990, Interior Design Artists for Humanity EpiCenter CambridgeSide Galleria 2005 Sustainable Buildings Industry Council 1989 American Institute of Architects Exemplary Sustainable Building Awards Excellence in Architecture Design Awards Second Place Honorable Mention Artists for Humanity EpiCenter Massachusetts State Archives 2005 US Green Building Council 1987 American Institute of Architects LEED Platinum Certiﬁ cation Boston Chapter Award Artists for Humanity EpiCenter Honorable Mention 2005 Metal Architecture Harvard Square Parking Garage Design Award: Ribbed Metal Walls 1987 U.S. Army Corps of Engineers Honorable Mention Chief of Engineers Design Awards Artists for Humanity EpiCenter Architectural Honorable Mention 2005 Cambridge Historical Commission Aliamanu Community Center and Preservation Award Recreation Facilities Palfrey House Renovation 1986 Massachusetts Governor’s Design Award 2005 Boston Society of Architects / New York Regional Award Chapter American Institute of Architects Harvard Square Parking Garage Award for Design, K-12 Educational Facilities Artists for Humanity EpiCenter Publications 2003 Boston Preservation Alliance 08/05 Greener Buildings, Artists for Humanity Most Notable New Construction in Harmony EpiCenter with Boston’s Built Environment Preservation Award 11/04 AIA Architect, Artists for Humanity EpiCenter 131 Dartmouth Street 06/99 Architectural Record, Parcel 7 2001 National Commercial Builders Council 09/99 Architectural Record, Monsoon Restaurant Awards of Excellence, Merit Award Fort Washington Research Park 06/98 Urban Land, Lebanon Co-op Food Store 2000 American Institute of Architects 04/98 Contract Design, Lebanon Co-op Food Store US Department of Energy “Sunwall” 03/95 Contract Design, Northshore Mall Design Competition, First Place (Association in support of student entry) 10/95 APA Planning Magazine, CambridgeSide Galleria 1999 National Commercial Builders Council Awards of Excellence, Merit Award 05/94 Civil Engineering, Parcel 7 Centerra Marketplace 05/84 Urban Land, Parcel 7

53 CLAES ANDREASEN, NCARB Selected Projects n Wayland Town Center Claes Andreasen has over ten years of professional practice. His experience includes projects Wayland, Massachusetts in the institutional, residential, and mixed-use Streetscape, LLC [a division of KGI Properties] l sectors. While in college, Claes completed an internship with a French construction company Gateway Commons where he gained skills in historic preservation and renovation architecture from working on a East Lyme, Connecticut 16th-century Parisian apartment building. KGI Properties, LLC

Professional Background Prospect Point Arrowstreet Inc., 2006–present Casali Group, Inc., 1997-06 Waltham, Massachusetts SNCF Fougerolle Construction, 1996 The Related Companies

Education Palmer’s Cove* Savannah College of Art and Design Bachelor and Master of Architecture, 1997 New Bedford, Massachusetts Minor in Electronic Design Minor in Art / Architectural History Riverfront Lofts*

Teaching Pawtucket, Rhode Island Boston Architectural College / Thesis Critic Rhode Island School of Design / Guest Critic Harvard University - 60 Oxford Street*

Architectural Registration Cambridge, Massachusetts NCARB certiﬁ ed Massachusetts Institute of Technology - 10-180 Lounge* Cambridge, Massachusetts

Suffolk University - 73 Tremont Street* Boston, Massachusetts

North Shore Assembly of God* Malden, Massachusetts

54 Grove Hall Retail Center Boston, Massachusetts Neighborhood Development Corporation of Grove Hall

Grove Hall was realized through a joint effort which included the non-proﬁt group Neighborhood Development Corporation of Grove Hall (NDCGH) and Samuels & Associates. Grove Hall combines of traditional stucco and water-stuck brick, as well as modern glass block and creates a retail center to update traditional area architecture. The center’s corner tower, which marks the intersection of Blue Hill Avenue and Warren Street, serves as a neighborhood landmark.

55 Keen’s Crossing at Winooski Falls Winooski, Vermont HK Central Block, LP

Winooski, a former mill town next to Burlington, Vermont, is experiencing a renaissance as public improvements and six blocks of new and renovated buildings bring life to the downtown riverfront. The owner commissioned Arrowstreet to design a new, 4-story building that would fit comfortably into this town center location, using materials and building details characteristic of Vermont downtowns that have evolved over time. The development includes 213 units of market-rate and affordable housing with underground parking. A prime example of “smart growth” redevelopment, the project is designed with active retail storefronts to encourage a pedestrian-focused lifestyle.

56 CitySquare Mixed-Use Development Worcester, Massachusetts Berkeley Investments, Inc. / Starwood Capital Group

Arrowstreet is master planner and architect for this 20-acre revitalization project in downtown Worcester. New construction totaling 1.8 million square feet will reposition the area as a lively mixed-use district. An outdated shopping mall will be demolished. The large project includes approximately 1,000 residences, 500,000 square feet of office and medical space, 350,000 square feet of retail, restaurant and entertainment venues, and 3,900 parking spaces. New streets and urban plazas reconnect CitySquare with the surrounding civic, commercial, and transportation resources to create a vital, new, around-the-clock neighborhood in Worcester.

57 Waterfront Square at Revere Beach Revere Beach, Massachusetts Eurovest Development

The City of Revere and the MBTA have charged the developer and Arrowstreet with the redevelopment of this oceanfront community. A proposed mix of uses of hotel, retail, and office space will generate revenue for this bustling location and a cultural center and a new residential building will create an around-the-clock district near a transit stop.

58 Pier 4 Waterfront Mixed-Use Development South Boston, Massachusetts New England Development

The redevelopment of South Boston’s waterfront is underway with the creation of a new neighborhood, the South Boston Waterfront District. Arrowstreet is designing a major component of this district at Pier 4, a 1 million-square-foot, mixed-use project that includes office space, hotel, housing, and retail. The development of approximately 250 residences will contribute to the creation of an active, urban, 24-hour neighborhood, which capitalizes on its integration with residential, commercial, port, and convention communities.

59 Park Lane Seaport (formerly the Harbor Residences: Parcels G & J) South Boston, Massachusetts The Fallon Company

Park Lane Seaport introduces 465 residences to Boston, creating a 24-hour waterfront neighborhood. The mixed-use complex consists of rental units in two towers, as well as 20,000 square feet of retail and restaurant space. The building targets young, urban professionals who are looking for more space and flexibility than what the city’s 19th-century housing stock can provide. Steps in the elevation – buildings are low closest to the water and gradually rise further back – respond to zoning-mandated height limits and provide even units towards the rear of the complex with unobstructed views of the harbor.

60 CambridgeSide Master Plan Cambridge, Massachusetts New England Development

This $160-million, mixed-use project was the keystone of an East Cambridge redevelopment effort that combined an innovative shopping center with an office building, parking garage, and hotel. The development brought around-the-clock uses to a former industrial area by the Charles River. The master plan centered on a 3-story retail Galleria that opens onto public parks at both ends. By integrating the new public open spaces with private development, the project enriched street life in the area, improved traffic circulation, and provided access to the recreational amenities of the Charles River for surrounding neighbors. This project is a major element in the East Cambridge Riverfront Plan that received an Honor Award for Urban Design from the American Institute of Architects.

61 Palfrey House, High Energy Physics Laboratory Offices Cambridge, Massachusetts Harvard University, Faculty of Arts and Sciences

Arrowstreet designed the relocation and renovation of Palfrey House for use as office space for the High Energy Physics Department at Harvard University. The historic structure was built in the 1840’s as a residence for the first Dean of the Divinity School. Harvard needed to move this structure to make possible the construction of the new underground North Campus Parking Garage. Arrowstreet's work included obtaining the Cambridge Historical Commission’s approval not only for the renovation but also for the relocation of Palfrey House to its current location facing Hammond Street.

Cambridge Historical Commission 2005 Preservation Award winner

62 Exchange Conference Center Boston, Massachusetts Massachusetts Port Authority

Arrowstreet transformed this historic waterfront building, which once housed New England’s oldest daily fish auction, into a state-of-the-art conference center. The renovation created 20,000 square feet of sophisticated presentation and meeting space while preserving the magnificent proportions of the original spaces. Arrowstreet provided comprehensive architecture and interior design services for this project and assisted the Massachusetts Port Authority in a successful review and project approval process with the Boston Landmarks Commission. The Exchange Center is the recipient of the Boston Preservation Alliance Award and Waterfront Center Award.

63 International Cargo Port Distribution Warehouse and Office Facility South Boston, Massachusetts International Airport Centers

Arrowstreet transformed this vacant, decaying warehouse on the South Boston Waterfront into a modern warehouse and office center. The project created over 200,000 square feet of state-of-the-art warehouse storage space and 200,000 square feet of integrated, first-class, office space with panoramic views of Boston Harbor. The project included substantial traffic studies to segregate automobile access and parking from the 75-bay truck court traffic.

64 North Campus Parking Garage* Cambridge, Massachusetts Harvard Planning & Real Estate

Harvard University, facing a shortage of faculty and staff parking, commissioned Arrowstreet to design a new underground garage for more than 700 cars. The only land available for the project was in a residential neighborhood, and the site contained historic buildings. Therefore, public interest was high, including that of the Cambridge Historical Commission. A “top down” construction system was selected because the dust and noise from excavation taking place below grade would have less impact than open pit excavation. This minimized environmental impacts on nearby residents. Each of the four glass-walled elevator lobbies incorporates imagery from one of Harvard’s museums.

* winner of a 2006 SEGD Merit Award, 2006 Boston Society of Architects Interior Architefcture/ Interior Design Award, and 2006 Concrete Reinforcing Steel Institute 65 Design Awards Competition Merit Award Parcel 7 Mixed-Use Vent Building Boston, Massachusetts Massachusetts Highway Department

For this large and highly visible public project in downtown Boston, Arrowstreet was the lead designer for a team of four architects. The first phase of the project includes a 310-car parking garage, fresh air intake vents and exhaust vent stacks for the new underground Central Artery, office space on upper floors, and first level retail uses. Renovations to the Haymarket MBTA subway station, including a new lobby and handicap access, are incorporated into the design.

66 Harvard Square Parking Garage Cambridge, Massachusetts Louis DiGiovanni

The Harvard Square Parking Garage, winner of a Massachusetts’s Governor’s Design Award, stands on a prominent site at the entrance to Harvard Square. This mixed-use project, which combines parking for 210 cars with retail stores and an outdoor cafe, underwent a rigorous review process. Arrowstreet worked to satisfy public and city desires for a building that would contribute to street life and meet the client’s ﬁnancial goals. The garage’s brick exterior blends with nearby Harvard University buildings, while its curved facade, red rails and candy-stripe awnings provide diversity and vitality. At the garage street level, lively retail shops and cafes animate the pedestrian areas.

67 Harvard University North Campus Master Plan Cambridge, Massachusetts Harvard Planning and Real Estate, Inc.

Arrowstreet worked closely with Harvard University to plan future building uses on their North Campus. This work included securing permits from the Cambridge Historical Commission for the demolition of an existing Cyclotron and planning for the relocation of an early 19th-century wood framed building, Palfrey House. Arrowstreet designed a new 731-car underground parking garage concurrently with this planning work. Arrowstreet also designed an award-winning renovation of the full interior and exterior of Palfrey House for use as office and research space for the High Energy Physics Department. Planning for these buildings, as well as future lab buildings and a landscaped courtyard on the site, incorporated an integrated utility infrastructure.

TREMONT PRESERVATION SERVICES LLC Previous Projects

TAX ACT APPLICATIONS Clinton, MA - Corcoran School Client: The BARAN Companies Adams, MA - Berkshire Mill No. 1 Project Consultant: Leslie Donovan Client: Michael J. Capizzi Planning & Development Corp. Project Consultant: Leslie Donovan Clinton, MA - First Methodist Church Client: Na-Mor, Inc. Bellows Falls, VT - Fenton & Hennessey Building Project Consultant: Christine Beard Client: S & N Associates, Salmon & Nostrand Project Consultant: Leslie Donovan Dorchester, MA - Nazing Court Apartments Client: Winn Development Boston, MA - B. F. Keith Memorial Theatre Project Consultant: Leslie Donovan Client: Clear Channel/Theatre Management Project Consultant: Leslie Donovan Fall River, MA - Durfee Union Millplace Client: McNeil & Associates, Inc. Boston, MA - Boston Aerated Bread Company Project Consultant: Leslie Donovan Client: Committee to End Elder Homelessness Project Consultant: Leslie Donovan Fall River, MA - Mechanics Mill Client: Quaker Fabric Boston, MA - Musicians Mutual Relief Society Project Consultant: Leslie Donovan Client: Garrison Square Limited Partnership Project Consultant: Leslie Donovan Fall River, MA - Mount St. Mary's Convent and School Client: Denis O'Driscoll, private developer Boston, MA - Wendell Phillips Office Building Project Consultant: Christine Beard Client: The Community Builders Project Consultant: Leslie Donovan Haydenville, MA - The Brassworks Client: Marken Properties Boston, MA - Sears Roebuck & Company Project Consultant: Leslie Donovan Client: The Abbey Group Project Consultant: Leslie Donovan Jamaica Plain, MA - Haffenreffer Brewery Client: Jamaica Plain Neighborhood Dev. Corp. Brattleboro, VT - The Abbott and 4 Canal Street Project Consultant: Leslie Donovan Client: Housing Vermont/Brattleboro Housing Limited Partnership Lawrence, MA - George Kunhardt Mill Project Consultant: Leslie Donovan Client: KGR Project Consultant: Leslie Donovan Cambridge, MA - Neville Manor Client: Cambridge Housing Authority Lowell, MA - Bon Marche Building Project Consultant: Leslie Donovan Client: Nicholas C. Sarris, Inc. Project Consultant: Christine Beard Charlestown, MA - Charlestown Navy Yard, Building 39 Client: Kenney Development Company, Inc. Lowell, MA - Boott Cotton Mills East Project Consultant: Christine Beard Client: Winn Development Project Consultant: Leslie Donovan Charlestown, MA - Building 79, Building 96 & Building 266, Charlestown Navy Yard Malden, MA - Odd Fellows Hall Client: Conroy Development Corp. Client: American Properties Team, Inc. Project Consultant: Leslie Donovan Project Consultant: Leslie Donovan

Charlestown, MA - Building 75 Newburyport, MA - Post Office Block, 16 - 22 Pleasant Client: Raymond Property Group Street Project Consultant: Leslie Donovan Client: James Patten, owner Project Consultant: Leslie Donovan Chelsea, MA - Naval Hospital Boston, Chelsea Client: Admiral’s Hill TAX ACT APPLICATIONS (cont.) Project Consultant: Leslie Donovan New Haven, CT - Cambridge Arms & Oxford Apts. Client: Beacon Residential Properties 69 Tremont Preservation Services LLC Project List Page 2

Project Consultant: Leslie Donovan Dorchester, MA - Fabreeka Mill New Orleans, LA - Orleans Manufacturing Co. Section 106/Chapter 254 Review Client: Yankee Investment & Development Corp. Client: Unihab Project Consultant: Leslie Donovan Project Consultant: Christine Beard

Reading, MA - Pearl Street School East Brookfield, MA - Bemis Farmstead Client: Longwood Senior Living, Inc. Historical Evaluation for EIR Project Consultant: Leslie Donovan Client: Public Archaeology Laboratory Project Consultant: Christine Beard Roxbury, MA - Roxbury Boys Club* Client: Fairfield Center LLC Fall River, MA - Fall River CSO Project Project Consultant: Leslie Donovan Environmental Impact Analysis for the Draft EIR Client: Timelines, Inc. Rutland, VT - Bardwell Hotel Project Consultant: Leslie Donovan Client: Ziner & Co. Project Consultant: Leslie Donovan Nahant, MA - Nahant Public Library Grant Writing, Chap. 254 Review St. Johnsbury, VT - New Avenue House Client: Trustees of the Nahant Public Library Client: Marken Properties Project Consultant: Leslie Donovan Project Consultant: Leslie Donovan North Adams, MA - Massachusetts Museum of Windsor, VT - NAMCO Block Contemporary Art Client: Marken Properties Chap. 254 and MEPA Reviews Project Consultant: Leslie Donovan Client: Mass MOCA Project Consultant: Leslie Donovan * Recipient of the Advisory Council on Historic Preservation Chairman's Award for Federal Achievement Salem, MA - Second Corps of Cadets Armory in Historic Preservation December 2002 Section 106 Compliance and HABS Documentation Client: Museum Collaborative/Peabody Essex Museum ENVIRONMENTAL IMPACT ANALYSIS Project Consultant: Leslie Donovan

Boston, MA - Central Artery/Third Harbor Tunnel U.S. Coast Guard Facilities, MA & CT Section 106 Compliance Cultural Resources Assessment (with Jean Caroon Architects) Client: McGinley Hart & Associates Client: CityDesign Architects Project Consultant: Leslie Donovan Project Consultants: All

Boston, MA - South Boston Piers Transitway Wareham, MA - Greer Lumber Yard Section 106 Compliance Section 106 Review Client: Timelines, Inc. Client: The Rosenthal Group, Ltd. Project Consultant: Leslie Donovan Project Consultant: Christine Beard

Boston, Chelsea, Cambridge, Somerville, MA - CSO Westfield, MA - Adams Nursery Facilities Plan EIR Architectural Documentation for EIR EIR for MEPA and Chap. 254 Compliance Client: Public Archaeology Laboratory Client: CH2M Hill Project Consultant: Christine Beard Project Consultant: Leslie Donovan

Canton, MA - Canton Viaduct Environmental Auditor for the Federal Railroad Admin. Client: DeLeuw Cather & Company SURVEYS OF HISTORIC RESOURCES Project Consultant: Leslie Donovan Boston, MA Inventoried the Boston Wharf Company Warehouses Charlestown, MA - St. Mary's School Client: Bulfinch Development Sec. 106 Compliance Project Consultant: Christine Beard Client: Cooperative Services, Inc. Project Consultant: Leslie Donovan Boston, MA 70 Tremont Preservation Services LLC Project List Page 3

Wentworth Institute Historic Buildings Survey Client: Cooperative Services, Inc. Client: Wentworth Institute Project Consultant: Leslie Donovan Project Consultant: Leslie Donovan Boston, MA - Collins Building East Greenwich, RI Article 85, Sec. 106 Architectural Documentation Resurvey of approximately 300 properties in Historic District. Client: Wentworth Institute Client: East Greenwich Planning Department Project Consultant: Leslie Donovan Project Consultant: Christine Beard Boston, MA - Howard Johnson's Restaurant Franklin, MA Demolition Delay Research & Presentation Inventory of the Town Center Client: McDonalds Corp. Client: Franklin Historical Commission Project Consultant: Christine Beard Project Consultant: Christine Beard Framingham, MA - MCI Framingham Ipswich, MA HABS Documentation 150 properties in an Industrial/Ethnic section of Ipswich Client: HMFA Architects Client: Ipswich Historical Commission Project Consultant: Christine Beard Project Consultant: Christine Beard Great Diamond Island ME - Fort McKinley Lakehurst, NJ - Naval Air Station Lakehurst HAER Documentation (9 structures) Cultural Resources Survey Client: McKinley Partners Client: Timelines, Inc. Project Consultant: Christine Beard Project Consultant: Leslie Donovan Newport, RI - John N. A. Griswold House Marshfield, MA Historic Structures Report and NHL Nomination Town-wide Survey Client: Burt Hill Kosar Rittlemann/Newport Art Museum Client: Marshfield Historical Commission Project Consultant: Leslie Donovan Project Consultant: Christine Beard Roxbury, MA - Intercolonial Hall Methuen, MA HABS Documentation Approximately 100 properties and 9 districts Client: Cruz Development Corp. Client: Methuen Community Development Dept. Project Consultant: Leslie Donovan Project Consultant: Christine Beard

Orleans, MA PRESERVATION PLANNING Town-wide Survey Client: Orleans Historical Society Ashland, MA - Osborne/Sweet House Project Consultant: Christine Beard Historic Structures Report (with Catalano Architects) Client: 4-H Foundation of Massachusetts Salem, MA Project Consultant: Christine Beard McIntire Historic District Client: Salem Planning Department Blackstone River Valley Nat'l Heritage Corridor, MA & Project Consultant: Leslie Donovan CT Corridor Expansion Report Weymouth, MA Client: Blackstone River Valley National Heritage Corridor Town-wide Survey Commission Client: Planning & Community Development Office Project Consultant: Christine Beard Project Consultant: Christine Beard PRESERVATION PLANNING (cont.)

HISTORICAL/ARCHITECTURAL DOCUMENTATION Essex County, MA - Salem Project/Essex Heritage Project Preservation Plan Boston, MA - Frederick Ayer Mansion Client: The Salem Partnership National Historic Landmark Nomination Project Consultant: Leslie Donovan Client: Bayridge Residence Project Consultant: Leslie Donovan Gloucester, MA Preservation Plan Boston, MA - Boston Beer Company Client: Office of Economic Development HAER Documentation 71 Tremont Preservation Services LLC Project List Page 4

Project Consultants: Leslie Donovan, Kim Withers Brengle Project Consultant: Christine Beard

Holyoke, MA Jamaica Plain, MA - Monument Square Historic District Preservation Plan Client: Boston Landmarks Commission Client: City of Holyoke, Office for Community Development Project Consultant: Christine Beard Project Consultant: Christine Beard Mt. Desert Island, ME - Acadia National Park Multiple Quincy, MA Resource District Preservation Plan Client: National Park Service Client: Office of Planning & Community Development Project Consultant: Christine Beard Project Consultants: Christine Beard Oak Bluffs, MA - The Arcade Roxbury Highlands, MA Client: Laurence Hardoon, property owner. Study Report Project Consultant: Christine Beard Client: Boston Landmarks Commission Project Consultant: Christine Beard Providence, RI - Smith Hill Historic District Client: Smith Hill Center/Rhode Island Historic Preservation Topsfield, MA Commission Topsfield Local Historic District - Preliminary Study Report Project Consultant: Christine Beard Client: Topsfield Historical Commission Project Consultant: Christine Beard Roxbury, MA - Roxbury Highlands Historic District Client: Boston Landmarks Commission Weymouth, MA Project Consultant: Christine Beard Preservation Plan Client: Planning & Community Development Office Shirley, MA - Shirley Village Historic District Project Consultant: Christine Beard Client: Shirley Historical Commission Project Consultant: Christine Beard Worcester, MA Campus Preservation Plan Westborough, MA - West Main Street District Extension Client: Worcester Polytechnic Institute Client: Westborough Historical Commission Consultant: Leslie Donovan Project Consultant: Christine Beard

The Mill Works Handbook Weymouth, MA - Central Square Historic District & Client: The National Trust for Historic Preservation Weymouth Civic District Project Consultant: Leslie Donovan Client: Planning & Community Development Office Project Consultant: Christine Beard NATIONAL REGISTER NOMINATIONS

Boston, MA - Mariners’ House Client: Boston Port and Seamen’s Aid Society Project Consultant: Leslie Donovan OTHER PROJECTS Grafton, MA - Farnumsville Historic District, Fisherville Historic District, and Ethan Allen House & Gun Shop Boston, MA - Old West Church Client: Town of Grafton Grant Applications for rehabilitation Project Consultant: Christine Beard Client: Old West Church - United Methodist Project Consultant: Leslie Donovan

Clinton, MA - First Methodist Church Methuen, MA - The Searles Tenney Nevins Trail Client: Na-Mor, Inc. Walking tour brochure and interpretive signs Project Consultant: Christine Beard Client: Methuen Community Development Department Project Consultant: Leslie Donovan Cohoes, NY - Downtown Cohoes Historic District Client: City of Cohoes, NY Essex County, MA - Where Past is Present Project Consultant: Leslie Donovan Historical Film for the National Park Service Client: Northern Light Productions Eastham, MA - Nauset Coast Guard Station Project Consultant: Leslie Donovan Client: National Park Service 72 TREMONT

PRESERVATION LESLIE DONOVAN SERVICES Resume LLC Experience

LESLIE DONOVAN Tremont Preservation Services LLC, Boston, MA 1994-Present CHRISTINE BEARD Partner

Historic preservation consulting firm, undertaking all facets of preservation planning, architectural

documentation, and historical research, including National Register nominations, preservation master

plans, environmental review, and historic tax credit applications.

Leslie Donovan, Boston, MA 1987-Present

Historic Preservation and Real Estate Development Consultant

Consultant to architects, developers and public agencies. Responsible for design review, advises on preservation issues and completes the Historic Preservation Certification Application for

rehabilitation projects. Writes National Register nominations, HABS documentation, preservation

plans and historic structures reports. Assesses the impact of development on historic properties and

oversees compliance with environmental and design review obligations for developers, communities, corporations, local and state agencies.

Yankee Investment and Development Corp., Boston, MA 1985-

1987 Development and Preservation Associate

Consultant to architects and developers on preservation and development issues. Implemented

design review, preservation and certification process. Supervised design and construction to ensure compliance with governmental regulations. Conducted site and financial analysis. Prepared and

submitted development proposals, certification applications (including Historic preservation

Certification Applications, National Registers Nominations and Historic Resource Surveys), and

completed local design review process with historical commissions.

Bay State/Bostonian Group Realty Corp., Boston, MA 1983-1985

President

Consultant for 15 projects (historic properties and new construction) in New England and New York

State totaling in excess of $30 million. Responsible for site analysis, documentation and financial

pro formas. Completed Historic Preservation Certification Application for all certified rehabilitation projects.

National Trust for Historic Preservation, Boston, MA 1982-1983

Project Director

Designed and implemented program for The Mill Works Project. Published The Mill Works

Handbook, a 250-page definitive study of the major issues, obstacles and solutions to rehabilitating

historic mills for contemporary industry. Organized and produced The Mill Works conference.

Education

Cornell University, Ithaca, NY 1980-1982 HISTORIC PRESERVATION Graduate Program in History of Architecture and Urban Development ARCHITECTURAL DOCUMENTATION

374 CONGRESS STREET Middlebury College, Middlebury, VT 1972-1976 SUITE 301B BOSTON, MA 02111 B.A. cum laude, Major in History (617)482-0910 (617)423-4807 (FAX) University of Bath, Bath, England 1975

73 TREMONT Lectures PRESERVATION SERVICES Case Studies on the Reuse of Historic Mills for Contemporary Industry, Graduate Program in LLC Preservation Planning Cornell University, Ithaca, NY, 1983

The Basics on the Tax Credit for Certified Rehabilitation, Real Estate Conference, Syracuse, NY co- sponsored by the Heritage Coalition, 1990

A Study of Projects Combining Historic and Low-Income Housing Tax Credits, Governor's Conference on Affordable Housing, Montpelier, VT, 1992

Historic Preservation Consulting, Professional Practice, Preservation Studies Student Organization, Cornell University, Ithaca, NY, 1992

North Shore Shipyards and Seaports: Discovering the Maritime Heritage of Essex County, Evenings at the Lyceum Lecture Series, Salem, MA, 1993, with Susan Quateman

Reviewing Windows: Preservation and technology issues related to the design review of historic windows, 1998 Massachusetts Statewide Historic Preservation Conference, Boston, MA, 1998, with Michael Cannizzo

Hunt’s Masterpiece: The Story of the Griswold House, 2000, The Preservation Society of Newport County, Newport, RI.

Professional Affiliations

Beacon Hill Architectural Commission, 2000 - present Boston Preservation Alliance Preservation Mass Historic Salem, Inc., Director, 1994 - 1999 National Trust for Historic Preservation New England Chapter, Society of Architectural Historians, Inc., Director, 1990-1992 Society for the Preservation of New England Antiquities Vernacular Architecture Forum

The Firm

The structural engineering track record of Veitas & Veitas Engineers encompasses nearly four decades of successful projects. In both the United States and foreign countries, projects range from office buildings, housing projects, schools, retail centers, hospitals, renovations, additions, and parking garages, to water and wastewater treatment facilities.

The firm has also built an enviable reputation for its expertise in the renovation and upgrading of existing buildings, facilities, and structures, along with innovative design solutions for structures with settlement problems.

The firm’s clientele consists of owners, architects, developers, and public entities. They engage Veitas & Veitas Engineers to provide engineering services for entire projects or as consultants for specific structural issues. Whatever the service, the objective is to be a valuable resource that adds value to every project.

More than anything, clients appreciate the Veitas & Veitas approach of providing practical, cost-effective solutions. Over the years, clients have learned that Veitas & Veitas Engineers provides innovative structural engineering they can build on.

Client Services

Veitas & Veitas Engineers has developed a series of structural engineering disciplines for delivering a broad range of professional services for meeting specific client requirements.

Structural Engineering Whether a new or existing structure, Veitas & Veitas Engineers is a collaborative partner with clients, architects, developers, and other professionals, including other engineering firms.

Based on their extensive experience, Veitas & Veitas Engineers takes pride in providing practical, cost-effective solutions for even the most complex structural problems. It is this innovation that creates confidence in Veitas & Veitas Engineers, which is why the firm has a notable history of repeat clients.

The firm’s designs reflect the knowledge of how steel, concrete, and wood structural systems are assembled in the field. The engineers continually interact with trades people to learn more efficient ways of constructing structural systems.

Veitas & Veitas Engineers views itself as a “learning firm,” staying actively involved in revolutionary structural engineering ideas from other parts of the country and applying them to their design work in the Northeast.

Building Science This firm’s specialty involves structural investigation and engineering restoration from masonry, wood, pre-cast, and cast-in-place structures.

Projects include work on concrete parking garages, building exteriors, water treatment plants, and wood structures.

Veitas & Veitas building science engineering multi-step service includes: Surveying of existing conditions Review, analysis, and diagnosis of structural problems Evaluation and repair of deteriorated or damaged structural materials Construction documents and construction administration

Structural Inspection This Veitas & Veitas discipline provides clients with the assurance that the structural aspects of a project under construction meet the specific structural intent and requirements of the contract documents.

Under the provisions of the 6th edition of the Massachusetts Building Code, the structural engineer of record is authorized to designate who will perform the structural inspection. At Veitas & Veitas, this service is performed by their our own inspectors under the direction of a registered professional engineer who then reports the inspection findings to building officials, owners, and architects.

Veitas & Veitas Engineers schedules pre-placement meetings with key subcontractors (excavation, foundation, slab finishers, framers, masons, and structural steel). This creates a much better understanding of contract documents, expectations, improves the way the job moves forward, and saves time during the construction process.

In addition, frequent site visits by our project engineers help Veitas & Veitas engineers identify construction issues before they become major problems

Project Coordination

The way in which Veitas & Veitas Engineers works is just as important as the work they do when it comes to satisfying their clients. At the center of their process is the Project Coordination System that is designed to facilitate the continuous flow of critical information.

Given today’s schedule demands on early releases of structural packages, they use their system to manage the flow of information from the architect and owner.

Veitas & Veitas project management recognizes that there are unforeseen events, inevitable issues, and unexpected changes that will occur during the course of any project. They have developed management systems that allow them to handle such contingencies in a succinct manner. As a result, projects stay on track and costs are controlled.

This process includes a series of communication channels: Regular project briefings with clients Weekly in-house project team meetings In-house project checklists Electronic exchange and use of documents with collaborating professionals

Rimas M. Veitas, P.E.

Position Principal

Education 1980 Northeastern University, BSCE 1981 MIT, Graduate Studies

Registration Massachusetts, Florida, Vermont, Virginia, New York, Rhode Island, New Jersey, Connecticut, New Hampshire, Maine, Pennsylvania

Memberships NCEES, American Concrete Institute, American Institute of Steel Construction, Post-tensioning Institute, Boston Society of Civil Engineers, Boston Association of Structural Engineers, Lithuanian Society of Engineers & Architects, CASE

Professional Experience Mr. Veitas has over 20 years experience in the consulting structural engineering profession as a designer, project manager and expert witness. Mr. Veitas has overseen projects for both private and public sector clients. He has extensive experience with existing structures as well as a keen understanding of new structured systems of wood, concrete, steel and post-tensioned structures. Assignments have ranged in scope from beams for residential clients to large schools, shopping centers, industrial buildings, and parking garages. Prior to joining Veitas & Veitas, he was a project manager for Weidlinger Associates where he worked on the recertification of the Kansas City Hyatt Hotel, oversaw the World Trade Center/Boston renovation, and performed structural feasibility studies of the Hynes Convention Center over the Massachusetts Turnpike.

Mr. Veitas’ selected projects:

Avalon Bay Communities Peabody/Danvers, MA – Scituate Harbor Project Milford/Danbury, CT Scituate, MA

Plantation Heights The Residences at Apartments Chestnut Hill Worcester, MA Chestnut Hill, MA

Portsmouth Abbey Chapmans Reach Dormitory Marina Bay, MA Portsmouth, RI Munroe Apartments The Jefferson Quincy, MA Cranston, RI St. Mary’s Community The Reserve Housing Marina Bay, MA Waltham, MA

The Meadows White Hall Estates Marina Bay, MA Hyannis, MA

AHA Consulting Engineers

Office Locations: 10 Maguire Road 1000 Holcomb Woods Pkwy 4715 Cordell Avenue Suite 121 Suite 290 Fifth Floor Lexington, MA 02421 Roswell, GA 30076 Bethesda, MD 20814 (781) 372-3000 Main Phone (770) 992-8585 Main Phone (301) 961-3130 Main Phone (781) 372-3100 Fax (770) 992-6902 Fax (301) 961-3137 Fax

Internet Address: Project Types: http://www.aha-engineers.com Biotechnology / Biopharmaceutical College / University Principals: Corporate / Office Arthur A. Abbood Design / Build Martin J. Holloran, PE Healthcare Daniel A. Campia, PE Hospitality / Residential Joseph P. Kazlauskas, PE Manufacturing Alfred J. Melchionda, PE Parking Structures Kevin T. Jensen, PE R&D / Laboratory

AHA Consulting Engineers is a collaboration of more than 120 mechanical, electrical, plumbing and fire protection design professionals devoted to the creation of environments of enduring quality and value. Our firm has consistently shown a commitment to excellence. We have demonstrated our ability to maximize every budget dollar and schedule through alert management and creative solutions. Our Firm’s competitive advantage lies in our Principal’s rolled-up-sleeves approach to every project. As an end result, our client’s objectives are translated into innovative, responsive, quality solutions on time and within budget.

AHA was founded in 1991 in the Boston, Massachusetts area and has established itself as a leader in the MEP consulting industry. AHA’s Atlanta office opened in 2000 to serve the Southeast Region, and our Washington, DC office opened in 2006 to serve the Mid-Atlantic Region. AHA’s design professionals are involved in exciting projects throughout the United States. AHA’s combined portfolio of work is extensive and is a testament to our capabilities and flexibility with project design.

No project is too large or too small. Our corporate culture is to assist our clients in achieving their goals. Our portfolio includes Mixed Use Development, Healthcare, Biotechnology / Biopharmaceutical, Colleges and Universities, Research and Development Laboratories, Corporate Offices, and Manufacturing facilities. Our project experience ranges from conventional design bid approach, construction management, and design build in both the private and public sector.

While AHA’s projects vary in scope, size, complexity and design solution, our commitment to design excellence is a common denominator that unifies our work. Over the past fourteen years, more than 85 percent of our workload has resulted from continuing relationships with existing clients. This is the strongest recommendation any professional firm can receive. We believe that it indicates not only our client’s satisfaction with the quality of our work, but also with the promptness of our service. Our ability to respond promptly and correctly to our clients’ needs is evidence of the quality of our staff and the manner in which it is organized.

79 Mixed Use Representative Projects

Ajax Investment Partners Lovejoy Wharf Residential, Retail, and Parking Boston, MA 385,000 SF

Cabot Cabot & Forbes Westwood Station Residential, Retail, Office, and Parking Westwood, MA 5,000,000 SF

Campus Partners Gateway University Center Residential, Retail & Office Columbus, OH 887,000 SF

Continuum Partners, LLC Bel-Mar Mixed Use Development Lakewood, CO 5,800,000 SF

Davis Marcus Partners Charles River Plaza Office, Research, and Retail Boston, MA 500,000 SF

Intell Boston Harbor, LLC 500 Atlantic Avenue Hotels, Residences, and Retail Boston, MA 845,500 SF

Jones Lang LaSalle & Springfield Union Train Station Pioneer Valley Transit Authority Office / Retail Springfield, MA 204,000 SF

Landmark Center Office, Retail, Entertainment Boston, MA 1,000,000 SF

AHA Consulting Engineers,80 Inc. Lyme Properties Cambridge Research Park Masterplan Office, Hospitality, Parking, R&D, and Residential Cambridge, MA 3,000,000 SF

Parcel "G" Building Office, Retail, and Residential Cambridge, MA 65,000 SF

Massachusetts College of Residence, Labs and Classrooms Pharmacy Boston, MA 100,000 SF

National Development Mystic Center Mixed Use Medford, MA 375,000 SF

Skyline Condominiums Medford, MA 140,000 SF

Station's Landing Health Club Medford, MA 50,000 SF

NDC Development Associates One Brigham Circle Office / Retail Boston, MA 160,000 SF

Northland Investments Waltham Mixed Use Residential, Office, Retail, and Parking Waltham, MA 462,000 SF

Samuels Associates/Boylston Properties/ Fenway Mixed Use Fenway Ventures Residential & Retail Boston, MA 650,000 SF

Simpson Housing Bulfinch Triangle Residential, Retail, and Parking Boston, MA 360,000 SF

AHA Consulting Engineers,81 Inc. Springfield Riverfront Basketball Hall of Fame Development Corporation Retail, Exhibits, and Offices Springfield, MA 220,000 SF

Trammell Crow 580 Commonwealth Avenue-Boston University Graduate School Housing and Retail Boston, MA 121,300 SF

Trinity Place New 19 Story Residential and Retail High Rise Building Boston, MA 300,000 SF

AHA Consulting Engineers,82 Inc.

Paul F. Fimian Partner

AHA Consulting Engineers Project Manager

Education Franklin Institute of Boston Carrier Technical Development Program Bell and Gossett Hydronics Institute, Chicago, Illinois

Professional Associations ASHRAE - American Society for Heating, Refrigeration, and Air Conditioning Engineers

Paul has over thirty (30) years experience and is responsible for the management and supervision of a fourteen member team specializing in the design of mechanical, electrical, plumbing and fire protection systems for projects. These responsibilities include marketing of the team’s capabilities, scheduling of projects and manpower, establishing and maintaining project scope of services, developing system concepts in conjunction with the project’s program, performing building system surveys, maintaining project design and construction budgets, and project invoicing. Working in conjunction with the Department Managers, Paul is responsible for technical mentoring, and review and evaluation of his project team members. Paul reports directly to Marty Holloran, CEO and Dan Campia, President of AHA Consulting Engineers.

83 ZADE COMPANY INCORPORATED

ZADE COMPANY, INCORPORATED was established by Dr. Mohammed Zade to provide Consulting Engineering Services for the design construction and supervision of Mechanical and Electrical Systems, including Plumbing and Fire Protection.

The Engineering Staff of the ZADE COMPANY, INC. consists of Registered Professional Engineers bringing together more than 50 years of responsible project management engineering and design experience in a variety of project ranging from small residential buildings and multi-housing to large boiler plants, laboratories, printing plants and offices.

The Engineering Services provided by this firm include feasibility studies, conceptual design, alternate systems comparisons, cost estimates, energy conversation, preparation of contract documents and construction supervision.

Each of the Engineering Staff is knowledgeable in both Mechanical and Electrical aspect of projects, therefore each provides a single source of responsibility for the design and careful coordination of all trades.

For each projects, the Project Manager establishes a design team. At the initial state of the projects, the design criteria are developed in consultations with the Architect and the Owner in order to establish the project requirements. After receiving approval for the design criteria, schematic design is executed to establish space requirements, to facilitate quantity take-off and to prepare cost estimates.

During the preparation of the final construction documents, the design criteria are continuously updated and the project cost estimate is monitored. Major design criteria variations and their implications are brought tot he attention of the Architect and the Owner.

At the completion of the design, the Project Manager reviews the documents for final coordination. During construction, periodic site inspections are provided to monitor compliance with the plans and specifications.

84 HISTORICAL BUILDING RENOVATIONS

Zade Company, Inc. has a wide range of experience in the renovation of historical buildings. In our designs, we take great care in blending the mechanical systems with the historic elements of the buildings.

The following is a list of projects engineered by Zade Company, Inc. which have historic importance:

45 MILK STREET, BOSTON, MA This project, completed in 1985, is an 80, 000 SF office building with unique details at the entry floor. The entry floor was known as the “Great Banking Hall” when the building was occupied by a bank. The offices adjoining the “Great Banking Hall” are separated by columns, and the ceilings are covered with intricate moldings.

58 CHARLES STREET, CAMBRIDGE, MA We have converted an existing shoe factory with brick bearing walls and exposed beams into office space. The major challenge of this project was to match the existing floor elevations to preserve the building’s historic integrity.

CONCORD MUSEUM, CONCORD, MA This project involved a 14, 000 SF addition to an existing museum in Concord Massachusetts, renovated in 19993. Air conditioning and a new addition were provided to the entire existing historic building. A major challenge was matching the existing building’s floor elevation requirements; there were no duct spaces and no water permitted in the exhibit areas.

KINGSTON FREE LIBRARY, KINGSTOWN, RI This project, started in 1993, involves a 5, 500 SF existing 2-story historic structure with a 1, 200 SF addition to the rear of the building. We were responsible for the engineering heating system, sprinkler system, and electrical upgrade. Complete restoration of interior integrity is to be maintained, and the Historical Society of Rhode Island is involved.

LINCOLN LIBRARY, LINCOLN, MA In 1993, renovations were made to the existing building, historical old library, and new addition was built. Complete restoration of interior integrity is to be maintained, through the involvement of the Historical Society of Massachusetts.

85 DR. MOHAMMED ZADE, PH.D, P.E. EDUCATION

EXPERIENCE Istanbul Technical University Master of Science in Mechanical Dr. Zade is a Mechanical Engineer Engineering and Certificate in Nuclear Experienced in the management, Engineering. Nuclear Engineering. engineering and design of heating, Syracuse University Do Philosophy in Theoretical Physic. ventilating, and air conditioning as well as plumbing and fire protection systems POSITION HELD FROM 1963 TO for residential, commercial and PRESENT industrial, projects. Zade Company, Inc., Boston, MA His experience also includes process Principal Piping and pollution control system design for industrial clients. C.T. Main, Inc., Boston, MA Project Engineer Dr. Zade has been involved in the preparation of energy conservation and Anderson-Nichols, Boston, MA life cycle analyses studies, cost/benefit Project Manager and analyses for a variety of facilities including hospitals, schools, offices United Engineers & Constructors, Inc., buildings and industrial plants. Boston, MA Project Engineer In 1969, after receiving a Ph.D from Syracuse University, Dr. Zade joined Galson & Galson Syracuse, NY Galson & Galson Consulting Engineers, Project Engineer Inc., NY as a Project Engineer. H. Eram Consulting Engineers, From 1972 to 1977, Dr. Zade was Istanbul, Turkey, Design Engineer associated with major engineers Firms in Boston. As a lead PROFESSIONAL AFFILIATIONS Project Engineer, he was responsible for the management and engineering of Registered Professional Engineer such large projects as In: CT, MA, ME, NH, NY, RI, UT, Laser Fusion Laboratory for the PA, VT, IL, NC, VA, NJ, GA,TX,CA University of Rochester, NY, printing FL Plants for the Washington Post, the

Detroit Free Press and the Providence Journal, and the Chemical Laboratory MA Registration: 27233 for General Electric.

Since 1977, Dr. Zade has been in private practice providing consulting engineering services for clients in designing large office buildings, housing projects, laboratories, and energy recovery systems.

86 D AYLOR C ONSULTING G ROUP

About the Firm Daylor Consulting Group, Inc. provides quality consulting services in environmental analysis, land planning, landscape architecture, civil engineering, GIS mapping and surveying. Since inception Daylor has been retained for over two thousand assignments requiring multi-disciplinary skills across a broad range of studies and designs. Services encompass the complete development process from initial site acquisition study, development feasibility analysis, technical due diligence, survey, financing documentation, land planning, site and infrastructure design, permitting, construction layout and observation to final compliance certification. With an expertise in navigating Boston’s permitting approval processes such as the BRA’s Article 80, the Public Improvements Commission and the Boston Water and Sewer Commission, Daylor’s project types include environmental studies, waterfront development, commercial and residential development, coastal protection, utilities, transportation facility planning,and community / open-space planning. Our client roster includes real estate developers, institutions, corporations, government agencies, contractors, consultants, communities and individuals.

Approach to Project Management With such a diverse client base, Daylor has found that client goals inevitably vary. Whatever the client objective, the firm’s many services are grounded in a solid understanding of the land. To help our clients understand the land, its characteristics, constraints and opportunities for growth, Daylor integrates numerous professional disciplines by employing a matrix management structure. In this structure, a member of Daylor’s technical staff, based upon field of expertise, is designated senior project manager. The project manager then assembles teams which meet specific project goals and requirements, and supplements skills or services, as required, of qualified subconsultants. Periodic review meetings allow project managers to consult with senior staff on technical issues, project scheduling and support services. Coordinating work across various disciplines, Daylor provides efficient and accurate identification of elements required for both successful project completion and client satisfaction.

Quality and Service Objectives Daylor has a reputation for technical excellence, responsiveness to client needs, and dedication to project implementation. The staff understands that success comes from providing responsive consulting in a fast- paced business climate. Daylor’s approach emphasizes a commitment to team building, enthusiastic service, project management skills and multi-disciplinary expertise. Daylor has developed management systems to provide for timely project monitoring and compliance review. Combined with effective project management, this system establishes a solid foundation for contract performance and progress review. Daylor clients receive the benefit of fast mobilization, short turnaround time and superior quality products.

Daylor Consulting Group, Inc.

87 M ITCHELL L. FISCHMAN, AICP Vice President / Director of Planning & Environmental Services

Experience Mitchell Fischman has more than 30 years of diversified experience in environmental consulting, planning and real estate development as a project manager and planner in both the public and private sectors. He supervises project teams of planners, scientists, engineers, and surveyors on various environmental, planning and permitting projects, particularly those requiring close coordination with local and state agencies and community interest groups.

With significant municipal and regional planning experience, Mitch Fischman has directed municipal master and site planning projects which have led to construction of new public improvement projects or major revi- sions to existing regulatory frameworks. He has directed master planning efforts in Wellesley, Norton, Chelmsford, Haverhill and Billerica; and has conducted natural resource, open space, and recreation planning projects for municipalities such as Duxbury, Holliston, Dracut, Maynard, and Haverhill, Massachusetts. Mr. Fischman also directed the MetroWest Growth Management Plan effort for the communities of Natick and Framingham for the MetroWest Chamber of Commerce.

Mr. Fischman has also directed permitting and planning efforts for numerous institutional and private-sector clients throughout Boston and Massachusetts. Projects have included work on the New Bedford Harbor plan and prior plans to introduce casinos on public land with the city of New Bedford, major Massachusetts teaching hospitals and new office, retail, hotel, and residential projects. Mr. Fischman has prepared environmental impact assessments for city, state and federal agencies, working closely with MEPA and Boston Redevelopment Authority (BRA) officials to resolve challenging issues including permitting, urban design, historic resource and neighborhood concerns. Prior to joining Daylor Consulting Group, Mr. Fischman held several senior posts during a sixteen-year tenure with the BRA including Deputy Director for Development and Urban Design, Director of Institutional Planning and Development, and Project Manager for Downtown and Back Bay Projects. Mr. Fischman also served as Director of Environmental Planning at the consulting firm Earth Tech.

Education M.B.A. Finance and Real Estate, Northeastern University M.U.R.P., Graduate School of Public and International Affairs, University of Pittsburgh B.A. Political Science, University of Pennsylvania

Registrations Certified Planner, A.I.C.P., Charter Member Real Estate Broker, Mass. License No. 93556

Affiliations American Planning Association American Institute of Certified Planners Massachusetts Association of Consulting Planners Alderman-at-Large, Board of Aldermen, Newton, Massachusetts

Daylor Consulting Group, Inc.

GZA Service Areas FIRM PROFILE

Geo-Civil Engineering Services Founded in 1964 as Goldberg-Zoino & Associates, Inc., a soils and foundations specialty Soil & Rock Engineering Foundation Design consultant, GZA GeoEnvironmental, Inc. (GZA) has grown into a full-service company Tunnels & Trenchless Construction providing its clients with a wide range of geotechnical engineering, environmental Dams & Hydraulic Structures consulting, and remediation services. GZA employs 485 engineers, scientists, and Marine/Coastal Facilities Deep Excavation Design technical support staff in 20 offices in the U.S. GZA is consistently ranked in the top 100 Geotechnical & Civil Engineering Site Design for Engineering News Record’s (ENR’s) annual list of the top 200 environmental firms. Construction Inspection & Monitoring Contractor Support Services Geotechnical Instrumentation Building from our geotechnical engineering and geology experience, GZA became a pioneer in geohydrological studies for contaminated sites in the 1970’s. GZA provided Environmental Consulting assessment and remedial design services for some of the earliest U.S. EPA enforcement Phase I & II Site Investigations Hydrogeologic & Remedial Investigations actions and Superfund sites. Present environmental services range from initial assessment RCRA & CERCLA Studies and evaluation of contaminated sites to design, construction and operation of remediation Human Health & Risk Assessments systems that treat, control, or remove contamination. Other in-house capabilities include Ecological Risk Assessments Feasibility Studies environmental permitting, public health and environmental risk assessment, environmental Environmental Modeling compliance auditing, industrial hygiene, pollution prevention, and air quality services. Water Supply Development Stormwater Management Permitting GZA maintains a strong service base and expertise in our original specialty of Wetland Delineation, Restoration & Replication geotechnical engineering. Over the years our engineering capacity has broadened to general civil engineering services with an emphasis in geo-structural engineering and site Solid Waste Management Feasibility/Siting Studies civil applications, such as solid waste engineering, stormwater management, site design, Environmental Impact Studies and dam engineering. Permitting Facility Design/Build Facility Operations Engineering Through integration of its geotechnical, environmental, and civil engineering expertise, Facility Closure GZA has historically been able to offer both a broad range of technical expertise and cost- Post-Closure Monitoring effective and technically appropriate solutions to problems. We have taken the additional

step to tailor our integrated services around the client-specific needs of various client Regulatory Compliance & groups such as retailers, site developers, the power industry, government agencies, Environmental Management industrial and commercial land owners, contractors, etc. This approach allows us to Services Environmental Management Systems provide the technical expertise, innovation, sensitivity to client needs, and responsiveness Compliance Auditing to the unique permitting, structural, or construction issues associated with each group. Regulatory Training ISO 14000 Services Permitting Assistance As this philosophy applies to environmental site assessment and remediation, we Air Quality Engineering understand the special hurdles faced by owners and operators in moving through the Occupational Health & Safety permitting process, assessment and remedial design phases, and construction and Support Services operation of remedial systems and programs. Using a broad-based technical approach, we Environmental Laboratory Testing anticipate potential barriers to regulatory closure and aggressively work with the client and Geotechnical Laboratory Testing project team to move the project forward. We take an active role in identifying solutions, Mobil Environmental Laboratory Testing Soil & Rock Instrumentation and look to create an open, two-way channel of communication with our clients and project team members to effectively advance the process cost effectively. In addition to Environmental Remediation this role as consultant, we also provide a complete set of services related to site Remedial System Design preparation, facility closure, foundation construction to promote site redevelopment. Treatability & Pilot Studies Remedial System Construction Mobil Environmental Systems Our in-house services and support facilities include full AutoCAD/Softdesk-based Transport & Disposal Services computer-aided design and drafting capabilities; a complete soil and rock testing Facility and Site Closure UST/AST Services laboratory with specially designed as well as standard equipment for physical and Asbestos & Lead Abatement engineering properties testing (soil, rock, geosynthetics, and concrete); a complete O & M Services instrumentation laboratory and machine shop and a full-service environmental chemistry

laboratory.

GZA GeoEnvironmental, Inc.

Albert J. Ricciardelli, P.E., L.S.P. Senior Principal

EXPERIENCE AREAS OF SPECIALIZATION GZA GeoEnvironmental, Inc. - 10/89 to present Remedial Strategy Development Years with Other Firms: 11 Treatability & Feasibility Studies Bioremediation Waste Characterization & Management Groundwater Remediation Vapor Extraction Process Engineering Remedial Design Air Sparging

EDUCATION B.S., 1978, Management Science, Massachusetts Institute of Technology B.S., 1982, Chemical Engineering, Massachusetts Institute of Technology

PROFESSIONAL REGISTRATIONS 1997, Licensed Site Professional - MA, #4180 1998, Professional Engineer (Chemical Engineering), 40741

SUMMARY OF EXPERIENCE Mr. Ricciardelli has managed a wide variety of waste treatment/management and site remediation projects. His experience on remedial projects ranges from planning, implementing and evaluating the investigation phase through full responsibility for feasibility studies, remedial action conceptual designs and permitting, and full-scale design and implementation of the selected remedy. He has worked closely with state and federal agencies to gain approval for these projects. Previous to working at GZA, Mr. Ricciardelli was employed as a Lead Engineer by Chevron Research/Engineering in California, where he supervised a group of nine professionals in environmental engineering, technical services and technology development. In the petroleum industry, he is considered a leading expert in developing and applying in situ or ex situ biological processes for treating petroleum-contaminated soils. For several years, he taught seminars at the University of California at Davis on land treatment and other biological waste treatment processes. Representative project experience includes: Remediation Specialist, Brownfields Development, Main South Community Development Corporation, Worcester, MA. Developed a remedial strategy for a former manufacturing facility in an urban residential area that dovetailed site redevelopment and remediation lowering overall project costs and risks. Remedial strategy involved consolidating potentially impacted material under engineered barriers installed as part of athletic fields. By identifying, quantifying and reducing risks associated with unknowns was able to gain early approval for project from a range of stakeholders.

Principal-in-Charge, Modified Remedial Strategy, Grant Gear Superfund Site, Norwood, Massachusetts. Developed a cost-effective remedial alternative to EPA ROD-mandated remedial strategy for PCB and polyaromatic hydrocarbon contaminated commercial site. The ROD specified remediation required extraction and treatment (via

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metals pretreatment, air stripping and activated carbon adsorption) and soil excavation and treatment (via solvent extraction) at a currently estimated cost of over $100 million, well above the ROD estimate of about $10 million. Was able to demonstrate the effectiveness at mitigating risk for these immobile contaminants utilizing limited soil consolidation and capping - at a cost of under $7 million. Contracted to perform the remedial action on a lump sum basis under GZA’s contract to closure program. Also performed site development activities for current owner which synergistically couples development and remedial requirements. Principal-in-Charge, Massachusetts Port Authority Logan 2000 Projects, East Boston, Massachusetts. Developed comprehensive plans and specifications for management of contaminated media, soil and groundwater, generated during the Logan 2000 projects. Responsible for developing, designing and operating RAM plans for remediating soil and groundwater contamination in the planned areas of construction prior to construction to limit costs associated with off-site disposal of contaminated material. Principal-in-Charge, Remediation of Lead Impacted Soil, Former Steel Manufacturing Facility, Randolph, Massachusetts. Working for a former site owner, developed a remedial strategy for reaching closure under the MCP which was acceptable to both the current and former owners. Strategy involved precharacterization, limited soil removal, fixation and off-site disposal and consolidation and paving of remaining soil. Initiated remediation as a Contract to Closure curtailing ongoing litigation. Attained closure within six months, facilitating transfer of the property.

PUBLICATIONS Crocetti, Charles A., Charles L. Head, and Albert J. Ricciardelli, "Aeration Enhanced Bioremediation of Oil Contaminated Soils: A Laboratory Treatability Study," Proceedings of the National Water Well Association, Houston, Texas, October 1992. T.H. Gouw, K.K. Torres and A.J. Ricciardelli, "The Modified Oven Drying Technique: A New Method to Determine the Oil, Water and Solids in Oily Waste", Intern. J. Environ. Anal. Chev. Vol 27, pp 165-182, 1986. Ricciardelli, Albert J. and John J. Spirito, 1991, "Criteria for Making Rational Selections from the Growing List of Options for Soil Remediation; Some Real World Cases." Proceedings of the Seventh Annual Hazardous Materials and Environmental Management Conference/West, November 1991. Ricciardelli, Albert J., "Developing and Achieving Cleanup Criteria at California Petroleum-Contaminated Facilities," Proceedings Air & Waste Management Association, Boston, Massachusetts, November, 1990. Ricciardelli, Albert J., "Site Cleanups: What are your Options?" The Environmental Manager's Compliance Advisor, 321, February 18, 1992. Ricciardelli, Albert J., "Bioventing Creates a DERA Success Story," Accepted for publication in The Military Engineer. Ricciardelli, Albert J., and P.F. Sheehan, "Bioremediation of Fuel Oil at Cape Cod Air Force Station, Sagamore, Massachusetts", Accepted for Publication in Proceedings of Federal Environmental Restoration Conference, May 1993. Ricciardelli, Albert J., S.R. Schmitchel, and R. Joyce, “ Logan 2000 - Environmental Management Plans - Minimizing Delays on Construction Projects”, New England Environmental Exposition, March 1996.

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Mary B. Hall, P.E. Principal

EXPERIENCE AREAS OF SPECIALIZATION GZA GeoEnvironmental, Inc. - 6/85 to present Foundation Engineering Civil Engineering Braced Excavations Underpinning Blasting & Vibration Control Soil Management

EDUCATION B.S., 1984, Civil Engineering, Bucknell University M.S., 1985, Civil Engineering (Geotechnical Specialization), University of California at Berkeley

PROFESSIONAL REGISTRATION 1990, Professional Engineer, Massachusetts, 3508 1998, Professional Engineer, New Jersey, GE 41459 2000, Professional Engineer, Virginia, 0402034402 2000, Professional Engineer, West Virginia, 014305 2002, Professional Engineer, Kentucky, 22273 2003, Professional Engineer, New York

SUMMARY OF EXPERIENCE Ms. Hall has had engineering responsibilities on various types of public and private projects including buildings, retaining walls, utilities, bridges and highways. She has managed GZA’s efforts in the design and construction of lateral earth support for deep excavations, pile foundations, shallow foundations, and blasting and rock engineering projects. She is experienced in the design of building renovations and reuse of existing foundations, and underpinning. She also has managed several environmental projects ranging from site assessment work (Phases I and II projects) and handling/disposal of contaminated soil during construction projects to managing the remedial design for a Superfund project. Relevant project experience includes: Principal-in-Charge, South Bay Expansion, Boston, Massachusetts. Responsible for design phase studies for proposed 100k square-foot expansion of retail center. Located at the edge of a former bay, subsurface conditions varied significantly across site. Soft, compressible organic deposits necessitated the use of driven piles varying in length from about 40 feet to 120 feet. Due to the large variation in subsurface conditions, two pile types were selected: pressure injected footings (PIFs) where the depth to a sand bearing stratum was less than about 50 feet and steel H-piles where the organics extended below a depth of 50 feet. GZA also addressed environmental issues associated with redevelopment. After completing an asbestos/hazmat survey, we provided construction management services and confirmatory sampling for abatement activities. In addition, we provided Licensed Site Professional Services and prepared a RAM plan to address contaminated soil issues, in conformance with the Massachusetts Contingency Plan (MCP).

Principal-in-Charge, Proposed Retail Development, Somerville, Massachusetts. Responsible for GZA's role as the geotechnical consultant for this proposed retail development. The proposed development included three separate buildings, providing over 110,000 square feet of retail space. GZA's services include planning and conducting a two-phase exploration program, geotechnical analyses, report and specification preparation. Due to

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varying subsurface conditions, two foundation types were recommended: medium depth pressure-injected footings (PIFs) where a competent sand layer was present; and deep end bearing piles where the sand layer was not present or not thick. Principal-in-Charge, Marriott Courtyard Hotel, Boston, Massachusetts. GZA provided environmental and geotechnical services for this 10-story hotel located in the South Bay portion of Boston. Due to deep fill and organic deposits, the building will be supported on concrete-filled pipe piles deriving support by friction and end bearing in the deep sand deposits. GZA monitored pile installation and provided dynamic pile testing in lieu of a static load test. Associate-in-Charge, Stop & Shop, Quincy, Massachusetts. GZA was engaged to conduct geotechnical and environmental studies at this former manufacturing facility. Responsible for geotechnical design and construction aspects of project, and remedial activities conducted under a Remedial Action Measure (RAM) during construction. Working closely with the owner and construction manager, GZA recommended the use of both footings and pressure injected footings (PIFs) to provide a cost effective foundation design. Associate in Charge, Commonwealth Hotel, Boston, Massachusetts Responsible for GZA’s geotechnical services during design and construction of seven story hotel in Kenmore Square. Issues included groundwater control; use of pressure injected footings and drilled piles to support building loads below unsuitable fill and organics; earth support, protection of adjacent utilities, buildings and MBTA station/tunnel; and underpinning. Associate-in-Charge, Proposed Expansion, Allied Domecq Headquarters, Randolph, Massachusetts GZA was engaged to provide geotechnical and environmental services on this proposed 57,000-square-foot office building expansion with associated parking and roadway areas. The site consists of land previously filled with upwards of 30 feet of soil and construction debris. GZA developed a foundation scheme that provides the required structural support while minimizing potential environmental concerns. Associate-in-Charge, Antigenics Office Building, Woburn, Massachusetts. Provided geotechnical services during design of this office building proposed for the edge of a superfund site. Subsurface conditions consisted of fill underlain by an intermittent peat deposit, over sand. Due to the variation in subsurface conditions, GZA recommended that a portion of the building be supported on traditional footings (where the depth to the bearing stratum was shallow) and a portion be supported on pressure injected footings (a type of pile) where the depth to the sand was deeper. Associate-in-Charge, Wal-Mart, Danvers, Massachusetts. GZA provided geotechnical design services for the redeveloper of a former town landfill into a large retail building. The building is supported on pressure-injected footings bearing in sand deposits below the refuse. In addition, GZA provided recommendations for preloading and deep dynamic densification for reducing long term settlement. GZA designed an active sub-slab venting system to reduce methane levels below the building, and provided QA/QC services during construction; monitoring during and immediately following construction showed that methane levels below the building were reduced to acceptable levels. Project Manager, Harborside Hotel and Conference Center, Logan Airport, East Boston, Massachusetts. Managed field exploration and design phases of this 14-story hotel supported on 12- and 16-inch-square precast concrete piles driven through unsuitable loose fill sals, organics and clay soils. Slab-on-grade construction was proposed after surcharging the building area, resulting in significant cost savings relative to structured slab construction. Environmental services included explorations and preparation of Phase I Limited Site Investigation per the Massachusetts Contingency Plan.

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Project Manager, Whydah Pirates Display Building, Boston, Massachusetts. As part of our preliminary studies for the proposed World Trade Center, GZA conducted subsurface explorations and engineering evaluation for the proposed Whydah Pirates Display building. GZA evaluated foundation types (deep piles, caissons, etc.) and estimated settlement based on preliminary loads. As part of the environmental studies, GZA researched the site history, performed chemical analyses of soil and groundwater, and evaluated the impact of potential contaminants at the site on foundation construction. Other issues at the site included the impact of Whydah construction on the proposed hotel/garage (and vice versa, depending on the construction schedule). Senior Project Manager, New England Shopping Center, Saugus, Massachusetts. Project Manager during design and construction of this two-story mall with a precast concrete parking deck. The large variation in subsurface conditions at the site; 70-foot rock cliffs to 100 feet of soft sensitive clay, resulted in several foundation types being used for support of the proposed structures. These include deep bearing steel pipe piles, footings on rock, footings on clay and footings on lightweight fill. GZA developed specification clauses for the piles and monitored pile driving activities. Pile dynamic analyses were conducted in lieu of a static load test to fulfill building code requirements. In addition, GZA developed specifications and monitored vibrations during blasting to remove 85,000 cubic yards of rock. Other issues at the site involved methane generation from peat deposits below structure. Soil gas surveys were performed and GZA developed the conceptual design for a methane venting system. Extensive environmental studies were performed to evaluate potential petroleum contamination of soil and groundwater. Project Manager, Two Canal Park, Cambridge, Massachusetts. Managed field exploration, design, and construction phases of this five-story, below-grade level building to be supported on precast concrete piles. Both static and dynamic pile testing was used to evaluate capacity of the piles due to a 40-foot variation in bearing strata across site. Designed an earth support system that consisted of a sheet pile wall braced by post-grouted tiebacks. Responsible for preparation of Phase I Environmental Site Investigation and Waiver application under the Massachusetts Contingency Plan (MCP). Developed specification clauses for handling and disposal of potentially contaminated soils. Senior Project Manager, CA/T Administration Complex, Contract D024A1, Boston, Massachusetts. Responsible for geotechnical design of rock-socketed drilled shafts for support of this three-story complex constructed immediately adjacent to 12-meter excavation. Prepared geotechnical portions of Design Summary Report and specification clauses for installation of drilled shafts. Project Manager, E.D.I.C. Garage, South Boston, Massachusetts. Oversaw exploration/design phase of this five-story parking garage structure supported on precast concrete piles. Responsible for geotechnical report preparation. Senior Project Manager, Stop & Shop, Malden, Massachusetts. Project Manager for geotechnical and environmental aspects of project during both design and construction. Responsibilities included conducting explorations, developing foundation recommendations, preparing technical specifications, construction oversight, conducting a Phase 1 Environmental Site Assessment under the MCP, preparing a Waiver of Approvals to the MCP to allow construction to proceed, and performing real estate site assessments on various abutting properties associated with the project. Project Manager, Hilton Hotel, East Boston, Massachusetts. Managed exploration and design phases for proposed structure to replace existing ten-story hotel. Evaluated use of caissons and end-bearing piles for support of new loads. Project Manager, Home Depot, Somerville, Massachusetts. Provided geotechnical engineering services during design of this retail development. Responsibilities included planning and executing exploration program, conducting

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engineering analyses and report preparation. End-bearing pre-cast concrete piles were recommended to support the building. Project Manager, Lynn Housing Project, Lynn, Massachusetts. Managed final design of new pile foundations for two-story residences built over organic deposits. Buildings had undergone large differential settlements. Project Manager, World Trade Center - Phase II, South Boston, Massachusetts. Responsible for preliminary design of the proposed high-rise building with two to three levels of below-grade parking. Evaluated various methods of earth support and bracing methods including slurry walls and steel sheetpiling. Associate-in-Charge, Proposed Target Development, North Attleboro, Massachusetts. GZA was engaged during the design of proposed retail development at this site characterized by relatively thin glacial till overlying bedrock. Conducted geotechnical investigation and developed controlled blasting specifications to limit potential impacts on adjacent structures. During construction, responsible for review of blasting submittals and test blast program results. Project Manager, Woolen Mill, Winooski, Vermont. GZA was engaged by owner of historical mill building adjacent to a proposed low head powerplant on the Winooski River. There was concern that construction activities for the power plant could impact the mill building, which had been converted to apartments. Construction of plant involved blasting bedrock within 450 feet of old mill building. GZA reviewed project specifications, performed independent blast monitoring and reviewed blast data provided by others. Project Engineer, The Atrium at Chestnut Hill, Newton, Massachusetts. Coordinated field activities including blast monitoring, tieback and rockbolt installation and monitoring for support of 70-foot mixed-face cut in soil and rock. Blasting within 50 feet of major highway and 100 feet of residences in urban area. Earth support system consisted of drilled-in soldier piles, lagging, and post-grouted tiebacks. Performed pre- and post-blast condition survey of nearby structures. Project Manager, Executive Center, Westwood, Massachusetts. Oversaw field monitoring activities including blast monitoring and fill replacement for two five-story buildings. Footings redesigned due to actual condition of bedrock. Project Manager, Fashion Crossing, North Attleborough, Massachusetts. Coordinated field activities during construction of this shopping center supported on spread footings. Activities included monitoring during blasting of over 10,000 cubic yards of rock and monitoring placement of up to 30-foot-high fills. Evaluated on-site materials for reuse on site as project progressed. Field Engineer, 101 Federal Street, Boston, Massachusetts. Performed goodman jack testing (in situ rock testing) on a high-rise construction project. Principal-in-Charge, Proposed Expansion, Newbury Court, Concord, Massachusetts. GZA provided geotechnical services during design and construction of proposed expansion/addition to this assisted living/nursing facility. Key issues included potential settlement due to supporting the proposed building over varved clay deposits, lateral earth support and protection of the adjacent structures during excavation to below existing footing depths. Underpinning of the existing structure was required to allow excavation for a 2-level basement. Associate-in-Charge Super Stop & Shop, Salem/Peabody, Massachusetts. Responsible for geotechnical design and construction of proposed supermarket at a former tannery location. The site’s size constraints required construction of 20- to 30-foot-high retaining walls, cut into an adjacent hillside. GZA prepared design drawings and specifications for construction of permanent soldier pile concrete lagging and tieback retaining walls and permanent soil nail walls. Ms. Hall was also responsible for development and execution of a pre-characterization

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program of site soils to facilitate disposal of the approximately 60,000 cubic yards of soil to be excavated during construction. The site, containing various contaminants from former site uses, was remediated in accordance with the Massachusetts Contingency Plan. Associate-in-Charge, Library Addition, Chelmsford, Massachusetts. Responsible for geotechnical services during design and construction of 20,000 square foot library addition. Geotechnical issues included protection of an existing structures and roadways, subgrade preparation, groundwater control and underpinning of existing structure. Associate-in-Charge, Jordan Hospital Addition, Plymouth, Massachusetts. GZA provided geotechnical services during preliminary and final design of this proposed three-story addition. The expansion included a one- level basement requiring protection of a portion of the original hospital, which dates back to 1900, via underpinning. Jet grouting was selected for providing permanent support of the existing building. GZA reviewed contractor submittals for support of the existing building and observed the jet grout test program on behalf of the owner. Associate-in-Charge, 1739 Washington Street, Boston, Massachusetts. Responsible for foundation design of proposed six-story apartment building, with a one-level basement. Construction of the basement required underpinning of adjacent buildings and protection of the adjacent street. Associate-in-Charge, Hampton Inn, Cambridge, Massachusetts. Associate-in-Charge during design and construction of a six-story hotel in East Cambridge. Given its urban setting, the project involved a 20-foot excavation for below grade parking, underpinning of adjacent brick building via jet grouting, temporary earth support with internal bracing, groundwater control and disposal of contaminated soils. Project Manager, World Trade Center, Boston, Massachusetts. Project manager for preliminary design phase of private development on an over 9-acre parcel consisting of a three- to four-story below-grade garage, and two 10- to 15-story towers for office/hotel/retail space and a third three- to five-story building with one basement level. Geotechnical issues included support of building, excavation support, maintenance of groundwater level outside excavation, settlement, constructability, and handling/disposal of potentially contaminated soils. Project Manager, 435 Summer Street, Boston, Massachusetts. Project Manager for construction phase of slurry walls with two levels of internal bracing used to support the 35-foot-deep excavation required for this below-grade garage immediately adjacent to existing office building. Responsibilities included the review of contractors' submittals and overseeing field monitoring of construction activities for compliance with design. Project Manager, Two Canal Park, Cambridge, Massachusetts. Managed field exploration and design phases of this proposed five-story, below-grade level building supported on piles. Also managed field activities for contaminated soil removal. Designed an earth support system that consisted of an internally braced sheet pile wall. Senior Project Manager, New England Medical Center 1-C Project, Boston, Massachusetts. Coordinated geotechnical exploration, design and construction phases for two, ten-story towers constructed over a one-story basement supported on a mat foundation bearing on clay. Due to stringent settlement criteria, an adjacent auditorium also constructed as part of this project was supported on drilled piles end bearing in bedrock. Issues included excavation support, underpinning of adjacent buildings supported on footings, and differential settlement. Also, responsible for performing Phase II - Comprehensive Site Investigation per the Massachusetts Contingency Plan (MCP). Project Manager, Lechmere at CambridgeSide Galleria, Cambridge, Massachusetts. Coordinated field activities during construction of this three-story building supported on precast concrete piles. Pile dynamic testing was used to evaluate pile capacity in lieu of a pile load test. This project also included an approximately 30-foot

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braced excavation to accommodate an elevator to access an adjacent below-grade parking garage. Classification of potentially contaminated soils for disposal.

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Charles D. Crealese Principal

EXPERIENCE AREAS OF SPECIALIZATION GZA GeoEnvironmental, Inc. - 6/83 to present Property-Related Environmental Due Years with Other Firms: 13 Diligence Geology

EDUCATION B.S., 1970, Geology, Bridgewater State College

PROFESSIONAL REGISTRATION Registered Environmental Property Assessor (REPA) Third Party Right-to-Know Instructor

SUMMARY OF EXPERIENCE Mr. Crealese has completed approximately 2000 Phase I and Phase II property transfer environmental site assessments in over 40 states. Many of these studies have included evaluations of radon, lead paint and lead in drinking water systems. Prior to his property transfer projects, Mr. Crealese was a field geologist on two federal Superfund sites. Mr. Crealese is an original member of the ASTM E-50 Committee which produced the Standard Practice for Phase I Site Assessments, and also was an Executive member of the ASTM Phase II Committee preparing standards for intrusive property transfer studies. He has conducted professional training on environmental site assessments for numerous banks and for the Federal Deposit Insurance Company, and assisted several banks in preparing bank policy on managing environmental risk. Relevant project experience includes: Project Manager, Phase II Investigations, Digital Equipment Corporations, Phoenix, Arizona. Conducted investigation on a 360,000-square-foot microchip manufacturing property for possible acquisition. Study included the installation of deep monitoring well (approximately 100 feet), analysis of soil and groundwater samples for volatile organic compounds (VOCs), metals and a watertable survey. Results indicated off-site source of chemical contaminations and the state agency was notified. Regional study was mandated and study site was not identified by the state as the source of detected contamination. The acquisition was completed. Principal-in-Charge, Phase I/Phase II Environmental Site Assessments, Home Depot, Buffalo, New York. Study of a 250,000-square-foot industrial building to be demolished. Initial historic information indicated the facility was formerly used by an aircraft manufacturer in the 1930s. Records also indicated numerous historic underground storage tanks (USTs). Detected buried metallic wastes and sludge and VOCs in the groundwater. Based on findings, the responsible party performed a voluntary cleanup and the property was transferred. Principal-in-Charge, Phase I ESA, 18 Properties/11 States, Confidential Client. Conducted 18 Phase I Studies in 11 states in two months at the request of a national insurance company. Properties were large apartment or condominium complexes, and the scope of work included lead paint, lead in drinking water systems, radon studies and asbestos surveys. Three properties were selected for Phase II investigations due to nearby off-site sources of contamination. Only one of the three was actually impacted and was omitted from the financing package. Principal-in-Charge, Phase I Report Review, 30 Properties/17 States, Confidential Client. As part of an acquisition, reviewed 30 Phase I ESAs conducted by others on warehouses across the United States. Each of the studies was compared to the ASTM Phase I standard to evaluate the completion of the study. Based on the review, additional data was required for six properties. All 30 properties were transferred.

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Project Manager, Phase I/Phase II Studies, Stonehill College, Easton, Massachusetts. Conducted state- mandated Phase I and Phase II studies of college library building due to leaking fuel oil tank. Involved tank removal, soil disposal, evaluations of interior air quality and utility trench evaluation. The site was ultimately removed from the state hazardous waste disposal site list. Field Geologist, Baird & McGuire Superfund Site, Holbrook, Massachusetts. Principal field investigator for site assessment to evaluate the nature and extent of chemical contamination in the soil and groundwater. Project Manager, Commercial Shopping Plaza, Brockton, Massachusetts. Coordinated and performed an environmental assessment at an active shopping plaza for the purpose of evaluating the presence of hazardous material or oil in soil and/or groundwater at the site. Work scope included site reconnaissance, site history review, field exploration program, chemical screening and report preparation. Environmental issues included presence of underground oil and gasoline storage tanks and presence of elevation levels of volatile organic compounds (VOCs) in the soil and groundwater. Project Manager, Former Historic Factor Site, Taunton, Massachusetts. Coordinated an environmental assessment of the former Revere Copper and Brass property for the presence of hazardous material or oil in the environment at the site. The site had operated for approximately 150 years. Environmental issues included underground fuel oil and storage tanks. The environmental assessment indicated the presence of petroleum distillages in soil and groundwater samples. Prepared report addressing issues and provided recommendations for remediation. Principal-in-Charge, Multisite Assessment, Warehouse/Retail Chain, Multiple U.S. Locations. Managed Phase I environmental assessments of multiple warehouse/retail sites in California, Colorado, Illinois, Massachusetts, New Jersey, New York and Virginia for a retail office supply client. Coordinated with four GZA offices to complete the work in eight weeks. Work scope expanded to include additional regulatory research when Superfund sites were identified as adjoining two of the study properties. Principal-in-Charge, Foreclosed Apartment Complex, Stoneham, Massachusetts. Conducted environmental site assessment for a bank client to evaluate a foreclosed apartment complex. Identified two leaking oil USTs resulting in soil and groundwater contamination adjacent to occupied buildings. Also identified groundwater contamination by gasoline constituents from an off-site source. Evaluated impacts of groundwater contamination on interior air in basement apartments. Coordinated tank removal, tank replacement, contaminated soil disposal and regulatory agency contact. Field Geologist, Groveland Wellfields Superfund Site, Groveland, Massachusetts. Principal field investigator for site assessment to evaluate the potential release of hazardous materials. Experienced in installation of single- level and multilevel observation wells and sampling of the same following EPA protocols.

PROFESSIONAL ACTIVITIES Member, National Association of Office and Industrial Parks (NAIOP) Member, National Association of COrporate Real Estate Executives (NACORE) Member, ASTM (formerly American Society of Testing and Materials)

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Vanasse Hangen Brustlin,Corporate Inc. Profile

Vanasse Hangen Brustlin, Inc. (VHB) has developed a public-private sector engineering practice that combines the development of public infrastructure improvements with private site development. As plan- VHB at a glance ners, engineers and scientists, VHB provides the in-house skilled resources to plan and design mixed-use commercial, office and residential Established in 1979 developments and integrate these developments with the regional

Corporate Headquarters: infrastructure and 101 Walnut St. environment for the benefit of the owners and the community. Watertown, MA 02472 (617) 924-1770 VHB has had an impressive growth over the past few years, expanding the staff effectively to meet the engineering needs of projects assigned to Over 900 employees the firm. While maintaining our focus on delivering quality services to all our clients, an industry leading growth rate has enabled the firm to ENR Ranking: 84th of the Top successfully undertake large, complex development and infrastructure 500 U.S. design firms and projects. among the top 40 transportation firms in the nation With a staff of more than 850 professional engineers, planners and scientists, VHB incorporates a diverse skills base, and is able to satisfy the CE News has repeatedly named VHB among the “best civil staffing requirements of major projects. The combined project experi- engineering employers in the ence and demonstrated abilities of the VHB staff provides clients with a country. ” high level of professional service, and results that exceed expectations.

Professional Services By providing the best technical skills in transportation, land development and environmental services, and by delivering those skills in an integrated and coordinated manner, VHB has delivered innovative and pragmatic design solutions for some of today's most complex infrastructure and land improvement projects.

Transportation Services VHB's transportation engineering practice is focused on the design and construction of highways, bridges, railway and transit systems, and airports. VHB provides complete engineering services, from program management and project planning, through design, obtaining environmental and project permits, and construction management. Where projects combine rail, highway, bridge and other infrastructure systems, VHB anticipates and plans for the needs and interfaces of the various transportation modes. Transportation and land use intersect constantly and VHB assists clients in the planning and design of sustainable solutions to benefit the natural, social, and economic environments.

100 1 Vanasse Hangen Brustlin, Inc. Vanasse Hangen Brustlin,Corporate Inc. Profile

Land Development Services VHB provides comprehensive land development and urban redevelopment services to assist public and private clients in land planning and engineering. VHB's unique approach to land development brings together skills of land planning, environmental sciences, and engineering. Careful research, assessments, and analyses of a region's existing natural and infrastructure conditions form the basis of VHB land development. From this information, VHB's planners, engineers and scientists formulate innovative development plans that create opportunities for economic growth, improved lifestyle and environmental betterment. This unified project approach builds on the best features of existing assets by applying modern technology, materials and expertise to accomplish client goals and enhance the surrounding natural environment.

Environmental Services With skills in both environmental sciences and environmental engineering, VHB assists clients in evaluating how site constraints and environmental regulations may impact a project, and then in developing strategies to ensure the success of their development plans within the community and regional context. VHB offers unparalleled experience in the areas of water resource management, hazardous materials management programs, environmental risk management, air quality and noise assessment, wetlands mitigation, cultural-resource identification and assessment, social and economic evaluations, and Brownfield site evaluations and redevelopment plans.

Our Clients VHB enjoys a balance of public- and private-sector clients, including regional authorities, state- and federal-level transportation, planning and environmental agencies, counties, cities, towns, corporations, developers, institutions, and not-for-profit organizations. We are proud of the fact that a large part of our growth and success is directly attributable to a high percentage of repeat clients who believe that VHB’s integrated services approach combines proven technical solutions with creativity and innovation, the highest level of quality and individual responsiveness.

101 2 Vanasse Hangen Brustlin, Inc. nhbed/admin/mktng/kvh/nhwriteups-corpprofile2pages.p65 River Lofts at Ashton Mill Cumberland, RI

Client Forest City Residential Group

Status Construction underway

Situated on the banks of the Blackstone River approximately 15 miles north of Providence, Rhode Island, the River Lofts at Ashton Mill project consists of the conversion of a former six (6)-acre cotton mill complex into one- and two-bedroom lofts. The $25 Million project is presently under construction and will create over 200 dwelling units with access and remarkable views of the Blackstone River. The project is afforded direct connection to the Blackstone River Bikeway and serves as a key linkage within the Blackstone River Valley National Heritage Corridor.

VHB was retained by the owner/developer to provide civil engineering design, traffic engineering, and environmental permitting services for the project. Although complicated by an active, bisecting rail corridor; a special flood hazard zone; phasing requirements; and access limitations; VHB answered the challenge with a successful set of integrated, cost-effective design solutions and knowledgeable permitting approach strategies. State permit applications were coordinated and streamlined through the RIDEM Office of Water Resources, the RIDEM Division of Freshwater Wetlands, and the Narragansett Bay Commis- sion. As an adaptive reuse (“redevelopment”) project, VHB was able to design and permit resourceful and cost efficient solutions for our client.

VHB’s design approach and regulatory process understanding contributed significantly to the streamlining of approvals and overall project success. Substantial construction completion is scheduled for 2005. 22249

102 Vanasse Hangen Brustlin, Inc. Slatersville Mill North Smithfield, Rhode Island

The Boston-based developer, DSF Group, hired VHB to provide engineering consul- tation and design services necessary to develop the Client 130-year old former DSF Group Slatersville Mill complex. The Status goal of this Brownfields Under construction project was to turn the 31- acre industrial site into an Highlights apartment complex which Integrated services included 228 apartments, a provided for a seamless health club, and an extension design process of the town’s library system. Hazardous materials contamination across The client was well served by VHB’s integrated services project manage- most of site was ment strategy which put one project manager in charge of all aspects addressed allowing of the design project. residential development

The project design addressed several complicated issues including a demanding site plan review process, hazardous materials contamination, freshwater wetlands permitting and traffic/site access. Having one VHB project manager allowed the design to take into account several of these potentially competing issues in a logical manner.

An example of how the VHB program worked well is with the design of the hazardous materials site remedy. A portion of site remedy was an engineered cap. This cap design satisfied the landscape architect’s requests, as well as requirements from the RIDEM Freshwater Wetlands and Hazardous Materials programs.

VHB engineers and scientists also assisted the client on several non-technical aspects of the project including negotiations with USEPA regarding the site being adequately regulated by the state, a Brownfields Settlement Agreement and Covenant Not to Sue, a deed restriction, and public notice.

The project is currently under construction. 30165

103 Vanasse Hangen Brustlin, Inc. East Providence Waterfront Special Development District East Providence, Rhode Island

The East Providence Waterfront – over 300 acres of industrial and commercial land along the Providence and Seekonk Rivers – once generated significant tax revenue and employment opportunities for the Client City residents and region. However, the The City of East recent shift from industrial to service and Providence, Rhode Island information-technology economies over Status the past decades, has left the waterfront Adopted, March 2004 with vacant buildings, weed-strewn parcels, and environmental contamination Highlights in some cases. Design included provisions for affordable To proactively promote revitalization and housing, and a review prevent unwanted development, the City process to streamline developed the East Providence Waterfront development permitting Special Development District Plan, which with a one-stop shop replaces the port/industrial emphasis for approach the area recommended in previous planning efforts with a vibrant The Waterfront mixed-use “New England village” waterfront area featuring attractions Development District for residents and visitors along previously “hidden” waterfont re- zoning district is viewed sources. To assist with finalizing the Plan, the City contracted VHB to by state and regional review the Plan for additional input regarding site development officials to be precedent- standards and urban design recommendations, and to prepare a new setting in RI Waterfront Development District (WDD) zoning district to ensure future waterfront development is consistent with goals set forth in the Implementation began Plan. Adopted in March 2004, the WDD incorporates innovative within months, planning provisions for performance based site planning and urban design and design for a new guidelines to ensure quality development. The WDD district prepared Waterfront Drive and by VHB also includes provisions for affordable housing, and a review access improvements to process to streamline development permitting with a “one-stop shop” the state highway are approach. The WDD zoning district is viewed by state and regional underway officials to be precedent-setting in Rhode Island.

The City’s proactive approach to controlling the future of its waterfront has garnered support from state and regional officials for promoting land use development within the context of clearly defined community goals and objectives. Within months of adoption, the Waterfront Plan is already being implemented, with planning and design for a new Waterfront Drive and access improvements to the state highway system. The City is also receiving interest from the development community for several key properties along the waterfront, thanks in part to the flexibility and innovation of the new land use regulatory framework prepared by VHB.

104 Vanasse Hangen Brustlin, Inc. Robert J. Smedberg, P.E...... VHB Senior Project Manager

......

Mr. Smedberg specializes in the design and permitting of commercial and institutional Mr. Smedberg is a Senior development and redevelopment projects. He has performed as Project Manager and Project Manager with Vanasse Project Engineer for projects throughout the southeastern New England area. Representative projects include: Hangen Brustlin, Inc.’s Providence, RI Land

Redevelopment of Slatersville Mill, North Smithfield, RI Development Group. His civil Project Manager in responsible charge of civil/site design services related to the engineering experience adaptive reuse of a thirty (30) acre industrial mill complex in northern Rhode Island. Program involved a mixed-use redevelopment around a complex of five (5) historic mill includes the preparation of buildings. VHB services included civil/site design, landscape design, traffic due diligence studies, site engineering design, bridge structural analysis/design, and environmental remediation permitting/oversight. Services included coordination with architects, contractors, and engineering, hydrologic other consultants as well as the production of all civil design documents. modeling, hydraulic systems

River Lofts at Ashton Mill, Cumberland, RI analysis and design, utility Site design and environmental permitting services for the renovation of an historic mill design, stormwater complex into approximately 200 residential condominium units. The project site totaled approximately seven (7) acres and contained three (3) former industrial processing management design, and buildings that were renovated for residential use. The site is located adjacent to the environmental permitting. Blackstone River. Unique design solutions were developed to both address and manage the associated 100-year floodplain. Also complicating the site design was an active Providence/Worcester mainline railroad that bisects the site. The project involved detailed coordination with the P&W Railroad, RIDEM regarding stormwater quality /floodplain mitigation, and with the Narragansett Bay Commission regarding sanitary sewer permitting.

The Plant, Providence, RI Project Manager responsible for due diligence, preliminary planning, and civil engineering and permitting services for the redevelopment of the former Providence Bleaching, Dyeing, and Calendaring Mill located adjacent to the Woonasquatucket River in Providence, Rhode Island. Identified site design opportunities, constraints, and cost premiums for the market introduction of 29 residential units as well as mixed-use commercial space. Performed compensatory flood plain calculations relative to project impacts and mitigative design measures.

Calender Mills, Providence, RI Design complement to The Plant representing a former industrial mill facility located adjacent to the Woonasquatucket River in Providence, Rhode Island. Identified site design opportunities, constraints, and cost premiums. The project is listed on the National Register of Historic Places and will comply with the Secretary of Interior Standards for historic preservation. The property is also a Brownfields Site and has been entered into the Rhode Island Brownfields program.

Rhode Island Hospital, Emergency Department Expansion, Providence, RI Site design services for a 200,000 GSF emergency department expansion project. Design program included a two-level, depressed parking facility located underneath a three (3) story ED department addition. Site services included coordination with architects, contractors, and other consultants, production of all civil design documents.

Main\897 ...... 105

Robert J. Smedberg, P.E...... Continued, p. 2

Coordination and preparation of NBC and DPW permits.

Rhode Island Hospital, APC/Cancer Center Renovations, Providence, RI Site design services for entrance modifications to the existing Ambulatory Patient Care/Radiation-Oncology facilities. Project included the addition of a Cancer Center entrance vestibule as well as an interconnecting service tunnel. Design services included site layout, grading, drainage, utilities, and the production of all civil design documents.

Rhode Island Freight Rail Improvement Project, RI Task Manager responsible for the oversight of civil design elements related to a 16-mile section of railroad improvements within the Rhode Island portion of Amtrak’s Northeast Corridor. Project involved the addition of 11 miles of new, freight-dedicated track, the undercutting of mainline track at four locations, the shifting of mainline track at one location, the raising of one highway bridge, the raising of one pedestrian bridge, the replacement of two existing highway bridges, the construction of two new single track railroad bridges, and horizontal pipe jacking at five water main lowering locations. Project required the preparation of an Environmental Impact Statement and involved significant right-of-way actions and environmental permitting.

Reconstruction of Route 44 (Putnam Pike), Smithfield, RI Project Engineer responsible for project coordination and design aspects related to two (2) phases of an 8.1-mile arterial roadway reconstruction project. Responsible for the preparation of construction plans, right-of-way plans, storm sewer design, utility design and coordination, water quality analysis, environmental permitting, construction sequencing, and maintenance and protection of traffic.

Reconstruction of Route 122 (Mendon Road), Cumberland, RI Project/Civil Engineer responsible for all design aspects related to two (2) phases of a 6.5-mile urban roadway reconstruction project. Project included extensive right-of-way actions and involved condemnation plat and legal description development. Prepared water quality analysis report and incorporated best management practices into design. Served as field representative during subsurface utility locating operations.

...... Education University of Rhode Island, B.S., Civil Engineering, 1988

Registrations Registered Professional Engineer: Rhode Island, Massachusetts

Affiliations American Society of Civil Engineers National Society of Professional Engineers

......

106

Michele S.W. Paul, LSP ...... Project Manager

...... Mrs. Paul is a Massachusetts Licensed Site Professional (License Number 4129) and the Mrs. Paul is Project Manager bulk of her work experience has focused on issues specific to Massachusetts and the MCP, and she has managed work at Disposal Sites throughout the Commonwealth. She is with Vanasse Hangen Brustlin, responsible for the coordination and execution of assessment and remediation projects Inc., with extensive experience throughout Southern New England. For example, Mrs. Paul has managed the EPA- funded Hazardous Material Assessment efforts for the City of Fitchburg since 2005. in the environmental Targeted properties have included municipal paper mill sludge lagoons, former engineering field, both as a vulcanizing plant, industrial riverfront properties, a municipal fire station, a historic furniture store, and other commercial properties. Mrs. Paul is also working on consultant and in private hazardous material Brownfields projects using private funding and private/public industry. She is responsible partnerships in Springfield Massachusetts and Portsmouth, Rhode Island. Her work also regularly entails addressing the following: for the coordination and execution of assessment and Compliance and Regulatory Issues Continually evaluates each project relative to progress and/or appropriate remediation projects in the direction change. When data indicated that a property on Cape Cod would require New England region. the installation of groundwater treatment to address a groundwater plume that extended beyond property boundaries, she recognized that potential human and environmental receptors in that area were at no risk of exposure. She worked with 17 years of professional regulators to reclassify groundwater in this location, eliminating the need for experience remediation at the property. Has also worked to develop other appropriate strategies such as Activity and Use Limitations to address remedial scope and liability issues. Additional compliance and regulatory efforts in Massachusetts include the administration and management of Supplemental Environmental Projects and Administrative Consent Orders.

LSP and MCP Services Has evaluated notification requirements relative to releases of oil and/or hazardous material (OHM) and has managed resulting Immediate Response Actions (IRAs) and Release Abatement Measures (RAMs) at numerous Disposal Sites throughout the Commonwealth of Massachusetts. She has performed evaluations relative to conditions of Imminent Hazard (IH) and/or Substantial Release Migration (SRM) in communities such as Mashpee, Athol, and Whitman. She has managed Limited Removal Actions (LRAs) in Attleboro and Harwich and has assessed site conditions relative to area receptors to pursue groundwater reclassification in Yarmouth. At a Disposal Site in Pocasset, a release of OHM impacted abutting property and required evaluation to determine that local Areas of Critical Environmental Concern (ACEC) were not at risk. This investigation, the completion of response actions, and the installation of soil and groundwater remedial systems required Her coordination with numerous abutting property owners, local commissions, and municipal departments. She has attended numerous public meetings to educate and inform the public regarding response actions in their community. In Mashpee worked to return a Disposal Site to compliance following years of inactivity by the Potentially Responsible Party (PRP). To achieve compliance, she carefully evaluated the presence of area sensitive receptors, delineated Disposal Site boundaries and groundwater flow characteristics, and completed a private water well sampling plan with the close cooperation of the local Health Department. 82724.06 ......

. 107

Michele S.W. Paul, LSP ...... Continued, p. 2

A Disposal Site in Athol required the differentiation of commingled petroleum plumes resulting from multiple PRPs. Successful installation and operation of a soil and groundwater remedial system at the Site required her cooperative efforts, while remaining protective of the particular client’s liabilities. She has pursued Grants of Environmental Restriction (GER) and Activity and Use Limitations (AULs) in Shrewsbury and Spencer, where she determined that completed cleanup efforts were adequately protective of the existing human and environmental populations and corresponding land uses. Has managed investigatory and remedial work at Disposal Sites from notification through the achievement of a Response Action Outcome (RAO).

Risk Assessment Has addressed risk assessment issues relative to human health and ecological implications as well as from a liability perspective. Has designed and carried out site characterization plans that have strategically incorporated all data necessary to evaluate risk to potential receptors.

Site Assessment Has managed and completed assessment and site characterization services on properties ranging from those with very little previous assessment to those with long and comprehensive histories. These have included petroleum release sites, former airport facilities, abandoned industrial land and commercial property. She began each of these projects by understanding the uniqueness of each client’s requirements and developed the most appropriate approach based these client needs, regulatory obligations, and ultimate project goals. These assessments have included inland and coastal petroleum bulk storage facilities, commercial urban properties, former industrial facilities, and locations with sensitive receptor considerations such as Cape Cod.

Site Remediation Routinely evaluates site characterization data relative to the need for remedial action to achieve site closure. She considers the applicability of several remedial options to address impacted media. The testing, evaluation, design, and selection process is completed with consideration given to cost, remedial requirements, projected timeframes, and ultimate project goals. Representative projects include soil vapor extraction projects with multiple target zones, air sparging, and groundwater pumping and treatment with granular activated carbon, air stripping, and/or catalytic oxidation.

......

Education B.S., Civil Engineering - University of Massachusetts at Dartmouth, Dartmouth, Massachusetts – 1989 M.B.A., Management - University of Massachusetts at Dartmouth, Dartmouth, Massachusetts, in progress Certificate, Business Leadership – Bryant College, Smithfield, Rhode Island - 2000

Professional Licensed Site Professional Registrations

82724.06 ...... 108

William Ashworth, P.E., P.T.O.E., IMSA II ...... Director of Transportation Systems

......

Mr. Ashworth’s project experience is represented by the following: Mr. Ashworth is a Senior Project Manager and Group Rhode Island Department of Transportation Providence Area Traffic Committee Project Manager and host of monthly coordination meetings between RIDOT, various Leader of VHB’s Providence City of Providence agencies, RIPTA, and other stakeholders to discuss ongoing and Transportation Systems planned construction projects within the City of Providence. VHB also provides technical recommendations on transportation related issues for the major projects Group. He specializes in including the relocation of I-195, Washington Bridge construction, NBC CSO tunneling traffic impacts and project, projects at Rhode Island Hospital, and various development projects. transportation operations and Downtown Providence Circulation Improvements, Providence, RI has extensive experience Project Manager/lead engineer for traffic operations and traffic design for the proposed circulation improvements in Downtown Providence. Design includes changing throughout the city of Washington Street, Empire Street and Weybosset Street in the heart of the Downtown Providence. He also area from one-way to two-way traffic flow. The project involves the reconstruction of 14 signalized intersections in the Historic area, and the reconstruction of the LaSalle Square specializes in traffic signal intersections, which is a gateway into the City of Providence from the west. design including signal layout

Weybosset Street, Richmond Street, Union Street Circulation Study, Providence, RI and signal system Project Manager/lead engineer for a comprehensive transportation study for proposed coordination and changes to two-way traffic along portions of Weybosset Street, Richmond Street, and Union Street in Downtown Providence. The study evaluated the impacts to the implementation, signing, and proposed changes on operations at the Providence Performing Arts Center (PPAC), the pavement marking layout. His impacts of three proposed parking garages in the area, and the impacts of the redistribution of traffic from the relocation of Interstate Route 195. experience includes three years with the Massachusetts Kennedy Plaza Traffic Signal System Design, Providence RI Task Manager/lead engineer for traffic signal system design at the four signalized Highway Department Traffic intersections around Kennedy Plaza in Providence, RI. The project required Engineering Section. coordination between the various City of Providence agencies including the Planning, DPW, Traffic Engineering, and Parks Departments as well as the U.S. District Court, U.S. Marshals Office, General Services Administration, and the Historic Preservation Commission for the design and location of traffic signal equipment in the historic area

East Providence Waterfront Access Study, Providence RI Traffic Engineer for a study to determine feasible options for improving access from Interstate Route 195 to the City of East Providence’s waterfront. Work included analysis of various highway alignment alternatives, evaluation of potential community impacts, and the development of a “preferred” alternative which was viewed favorably by the city and the RIDOT.

St. Luke’s Hospital Traffic/Parking Study - New Bedford, MA Project Manager for transportation planning and engineering services to conduct a comprehensive study of the impacts of hospital related traffic on the surrounding neighborhood. The study included monthly meetings with the neighborhood and the development of alternatives to increase the parking supply while balancing the needs of the hospital with the concerns of the neighbors.

82356.04 ...... 109

William Ashworth, P.E., P.T.O.E., IMSA II ...... Continued, p. 2

Rhode Island Department of Transportation Arterial Traffic Control Systems – Contract 1 South/North Main Street, Charles Street, Providence, RI Project Manager/lead engineer for study and design of an arterial traffic control system along South/North Main Street and Charles Street in Providence, RI. Recommended improvements along this key interstate diversionary route include a fiber optic backbone for communication to the RIDOT with the installation of new traffic signal equipment and closed circuit television (CCTV) cameras to be integrated into the RIDOT Transportation Management Center (TMC).

Traffic Design, Rhode Island and Massachusetts Prepared traffic signal construction plans, specifications and estimates for several publicly and privately funded traffic signal installation projects in Rhode Island and Massachusetts. Design work has included traffic signal and geometric design, safety improvements, closed loop systems, system communication evaluation, and system integration. These projects have included work in various municipalities including: Fall River, Dartmouth, Somerset, Swansea, Seekonk, Norwood, Wrentham, Massachusetts; as well as Providence, Lincoln, Cranston, Pawtucket, Warwick, North Kingston, Middletown and Portsmouth, Rhode Island.

Rhode Island Department of Transportation Arterial Traffic Signal Systems Inspections Managed and performed field inspections of traffic signal system upgrades at over 200 intersections throughout Rhode Island to ensure contractor compliance with RIDOT standards and with the contract documents. Work included full inspections of Eagle, Peek, and Econolite traffic signal systems. Inspection process included preliminary field inspection, system data base review, field to central integration, review of central computer graphics, fine-tuning of system timings, and the final inspection. Interconnection between the intersections, which consisted of hardwire, licensed band radio, and spread spectrum radio was also inspected. Punch lists for each intersection were prepared and submitted to RIDOT. The closed loop signal systems were located in various municipalities throughout the state of Rhode Island including Providence, East Providence, Pawtucket, Warwick, Cranston, Woonsocket, Johnston, Scituate, Smithfield, North Providence, Bristol, Warren, Portsmouth, Middletown, Narragansett, North Kingston, South Kingston, and Westerly.

...... Education B.S., Civil Engineering, Summa Cum Laude, University of Massachusetts, 1993

Registration Registered Professional Engineer: Rhode Island & Massachusetts Professional Transportation Operations Engineer

Certifications IMSA – Work Zone Safety IMSA – Traffic Signal Inspector IMSA – Traffic Signal Technician Level II IMSA – Traffic Signal Electrician Level II ETA – Certified Fiber Optics Installer

Email Address [email protected]

82356.04 ...... 110 . . . . .

Richard H. Nudenberg, PLS ...... Survey

......

Some of the projects on which Mr. Nudenberg has served as project surveyor include: Mr. Nudenberg is Chief Surveyor for Vanasse Hangen Newport Heights Low Income Housing Boundary and topographic survey for design and construction of over 60 units of low Brustlin, Inc.'s Providence, income housing, and directing the layout and grade of buildings and site. Rhode Island office. His over

Naval War College in Newport and Middletown, RI 30 years of surveying 12,000 lineal foot plan and profile survey of existing conditions. experience includes roadway

Bryant College and site surveying and Boundary and aerial mapping survey for construction of new dormitories, layout of construction layout. He has construction baselines, and elevation control for construction. been responsible for field I-95 Ramp Access Improvements, Providence, RI Lead Surveyor for this project to provide new northbound and southbound exit ramps survey of interstate highways, from a key I-95 interchange serving the Providence Civic Center, Convention Center and secondary roads, urban downtown business area on an extremely aggressive schedule. Also included is the elimination of an existing weave section for southbound I-95 off-ramp traffic that renewal projects, sanitary conflicts with north-bound I-95 off-ramp traffic. The final component is the design of sewer and storm drainage improvements to a major downtown intersection that interfaces with the new ramp system. Complete design and development of construction documents within 18 projects, building sites and months. subdivisions.

Market Square and Main Street area in Woonsocket, RI 2,000 lineal foot existing condition and topographic survey.

Defense Highway in Newport and Middletown, RI 3,700 lineal foot plan and profile survey for a proposed underground steamline.

Rhode Island Hospital Expansion Providence, RI Existing conditions plans and direction of layout of building baseline and benchmarks.

City of Woonsocket and its related agencies Various boundary and topographic surveys for the layout and grade of various scattered site housing projects.

Town of Burrillville, RI 200 acre flowage lot survey.

Log Road, Smithfield, RI 15,000 lineal foot plan and profile survey for a private sanitary sewer line.

Layout of Various Construction Sites Including McDonald's at the Navy Base in Newport, RI.

Subdivision layout Throughout Rhode Island and Massachusetts.

00791_nudenberg.doc ...... 111. . . . .

Richard H. Nudenberg ...... Continued, p. 2

Quonset Point, North Kingstown, RI for Rhode Island Port Authority 2,000 acre boundary survey.

Wal-Mart Expansion Program, RI Topographic modeling and property line of various sites and ALTA CSM plans of final as-builts.

Stop & Shop, MA and RI Topographic modeling and property line for new stores in Rhode Island and Southeast Massachusetts. Property line surveys for other various Stop & Shop locations. Layout for new stores.

RIDOT Topographic modeling of East Main Road in Middletown and Portsmouth, RI from West Main Road to Union Avenue. Detail Survey of George Washington Bridge Numbers 200 and 700. Topographic modeling and property line for various bridges in Cranston and Providence, RI for RIDOT’s Bridge Rehabilitation Program. Property line surveys for various sites in Providence, RI including Narragansett Electric’s South Street Station, Providence Gas site on Allens Avenue at the Providence River, and the 25-acre foundry site on Promenade Street.

......

Affiliations American Congress on Surveying and Mapping National Society of Professional Surveyors RI Society of Professional Land Surveyors, Past President Connecticut Association of Land Surveyors

Registration Registered Land Survey: Rhode Island, Massachusetts, Connecticut

00791_nudenberg.doc ...... 112. . . . .

113 114 115 116 J ohn Van Stone Fogg Registered Architect, NCARB, CSI 4 6 6 Ca r p en ter Roa d , Wh itin s ville, MA 0 1 5 8 8 Telephone (508) 234-9667 Telefax (508) 234-4339

A registered architect with NCARB certification, Mr. Fogg has also been affiliated with Construction Specifications Institute for nearly thirty years, having served as Director of the Boston chapter and Program Chairman at both local and regional levels.

Before opening his own consulting practice twenty years ago, Mr. Fogg served as Technical Coordinator and Specification Department Manager for The Architects Collaborative. He was an Associate in the firm, which at that time had over 400 employees. Over the years, he has been responsible for project manuals with construction costs totaling over two billion dollars. His project list includes clients from private, institutional, local and state governments, and many Federal government agencies.

Following are representative historic renovation projects for which he provided specification services:

Jordan Hall - New England Conservatory, Boston, MA

Interior renovation and life safety upgrade to highly esteemed concert hall required sensitivity to acoustical environment and historic finishes.

Suffolk County Courthouse - Boston, MA

70 million dollar renovation to historic court facility, including replacement wood windows, restoration of murals and extensive stone work.

Emerson College Majestic theater - Boston, MA

Renovation of ornate theater hall with major upgrades to building systems and modernization of back of house spaces.

Newport Preservation Society - Newport, RI

Re-adapt historic stone building to society headquarters.

Harvard University Faculty Club - Boston, MA

Major interior renovations.

Church of the Covenant - Boston, MA

Major renovations and repairs to historic stone church and steeple.

Third District Court House - Cambridge, MA

Major renovations and repairs to historic court house.

117 RESUME OF: JOHN V. FOGG Registered Architect, State of Rhode Island, NCARB Specifications Writer 466 Carpenter Road, Whitinsville, MA 01588 NCARB, CSI Phone: 508/234-9667 Fax: 508/234-4339

PROFESSIONAL EXPERIENCE:

1987 to Consulting Architect in Building Technology and Specifications Present Responsibilities: Technical consulting and production of Project Specification Manuals for projects ranging from 1,000,000 to 450 million dollars construction value.

1981-1987 Associate The Architects Collaborative (TAC) Specification Dept. Mgr. 46 Brattle Street, Cambridge, MA 02138

Responsibilities: Management of Specifications Department of 5 persons. Responsible for materials policy and technical quality for firm of over four hundred people. Design and implementation of automated specification system. Personally responsible for Project Manuals totaling nearly one billion dollars construction in USA and overseas.

1978-1981 Project Manager Brown Daltas and Associates 1033 Massachusetts Avenue, Cambridge, MA 02138

Responsibilities: Design development, interdisciplinary coordination and detail development for residential and community facilities for portions of King Khalid Military City, SA. Coordination of research and deployment of promotional efforts for World Bank and major middle eastern clients. Bilingual management and coordination of several university projects in Republic of Mexico, including authorship of Spanish Language specifications.

1975-1976 Chief of Specifications Keyes Associates, 321 So. Main Street Providence, Rhode Island

Responsibilities: Materials and systems consultant; coordination of contract documents, interior design. Development and coordination of computer assisted specification master.

EDUCATION:

Bachelor of Architecture, Rhode Island School of Design, Providence, RI, June 1974.

Bachelor of Fine Arts, Division of Architectural Studies, Rhode Island School of Design, Providence, RI, June 1973.

Bachelor of Science, Honors, Division of Perceptual Psychology, Saint Lawrence University, Canton, NY, June 1971.

One year of Study, 1969-1970, La Facultad de Filosofía y Letras, Universidad de Madrid, Madrid, Spain. Courses in art and architectural history.

118 Collaborative Lighting, LLC - Firm Description

Formed in 2004, Collaborative Lighting, LLC is a design firm based on the belief that great lighting design is a product of a collaborative effort between all design professions. Our focus as members of a design team is to facilitate and encourage that collaborative synergy throughout each project, while recognizing each perspective’s own unique requirements, scope, and budget. Great lighting design is one result, as well as lasting relationships with some of the best architects, interior designers, owners, and contractors.

As our partners’ CV’s testify, our varied backgrounds and interests (theatre, landscape architecture, carpentry, computer technologies and photography) spur us to continually augment our skills and contextual awareness of form, function and lighting technologies. We are ongoingly renewing our passion and expertise, all the while honing our ability to respond and adapt appropriately to the demands of today’s fast‐paced design process. As we develop relationships with each client, we learn how best to contribute to each one, powerfully, efficiently, and appropriately.

As lighting is often regarded as ethereal, its properties difficult to understand and perceive, we often find it necessary to illustrate the intent of our lighting design. We regularly urge our clients to set aside some funds and time to allow us to perform a ‘mock‐up’ of the lighting effects that we are proposing, as we find that this is often the clearest way for the lighting intent to be communicated. We understand this may not always be feasible, so we pride ourselves on our ability to communicate verbally and visually with our clients such that they are readily able to understand and appreciate the intent of the lighting design.

We embrace Frank Lloyd Wright’s assertion that lighting is the fourth dimension of architecture, that when sensitively integrated, it “conveys the spirit of a building and enables the activities of its occupants”. With our ability to understand the many properties and possibilities of light, we are able to not only transform our client’s visions into reality, but also to engage in the fundamental transformation of one’s understanding of architectural space.

C o l l a b o r a t i v e L i g h t i n g, LLC 1620 Sudbury Road, Suite 4 Concord, MA 01742 p 978.369.6788 f 978.369.6786 www.collaborativelighting.com 119 Historic Lighting – Restoration and Renovation Related Experience of Collaborative Lighting, LLC

Nantucket Athenaeum 1992 (Nantucket, MA) Ann Beha Architects

The restoration and addition to this important historic structure included the design of all interior, site and facade lighting. The structure serves as a central meeting place for the island, and houses a library, great hall, offices, and various classrooms and offices.

Wayside Inn 1994 (Sudbury, MA) Wayside Inn

Also known somewhat willfully as "Longfellow's Wayside Inn", this vibrantly active 18th century inn and restaurant vanished darkly into the landscape until site and facade lighting was added that reinforced the impression that the scattered oil-lamp postlights were casting a glow onto its surfaces. Tree and facade uplighting and path and step lighting were added to both highlight the architecture and site and add wayfinding and security.

The First Church of Christ 1998 (Sandwich, MA) Roger Taylor Panek, Architects

After completing a successful upgrade to the interior sanctuary lighting, our principal was asked to design exterior lighting for the structure, including the steeple. The confined site presented numerous challenges, but a successful design that delicately features the shape and massing while posing no ’trespass’ issues to close-by abutters and traffic was mocked up and implemented, the result a glowing amenity to the town center.

Boston Public Library – Inner Courtyard 1998 (Boston, MA) Shepley Bulfinch Richardson and Abbott

This historically sensitive project encompasses the renovation and restoration of the Boston Public Library Inner Courtyard. Existing lanterns were restored to original condition and modified to include additional sources. Lighting was also added to the courtyard to discretely highlight key features of the courtyard such as the fountain and clock tower. The project was honored with the Boston Society of Architects highest honor, a 2001 Harleston Parker Medal. This was also the first time this award was awarded to a renovation project, rather then new construction.

Harrison Gray Otis House 2001 (Boston, MA) Historic New England

Identified by the City of Boston as one of the top 25 sites in need of lighting (Diamond Necklace – 2000 Master Plan), the lighting of this historically sensitive building and site was undertaken in 2001. Through the modification of standard inground uplighting and discrete path lighting, the building is now a prominent landmark on Massachusetts Avenue.

85 Mt. Vernon Street 2002-2004 (Boston, MA) Ann Beha Architects

This last free-standing mansion in Boston’s Beacon Hill district was originally designed by Charles Bulfinch in 1802 to serve as the second home for Harrison Gray Otis. In its 2002 restoration, this Federalist-styled residence was restored to its original grandeur, both inside and out. Original chandeliers and wall sconces were restored and electrified with meticulous care taken to preserve and not damage the original infrastructure of each fixture. The exterior was also restored, and discrete inground sources were located to subtly highlight some of the distinct features of this magnificent residence and landscape.

C o l l a b o r a t i v e L i g h t i n g, LLC 1620 Sudbury Road, Suite 4 Concord, MA 01742 p. 9 7 8. 3 6 9. 6 7 8 8 f. 9 7 8. 3 6 9. 6 7 8 6 www.collaborativelighting.com

120 C u r r i c u l u m V i t a A d a m S. K i b b e, Principal

Before co‐founding Collaborative Lighting in mid‐2004, Adam worked on over 1,000 lighting design projects while at Ripman Lighting Consultants of Belmont, MA, ranging from landscape lighting for private residences to large commercial projects such as the 70 million dollar renovations of the Prudential Center retail arcades, Yale University’s new Irving S. Gilmore Music Library ‐‐ recipient of a 2000 GE Edison Award of Excellence ‐‐ and the 100 million dollar renovations to the Mercado dʹAbasto in Buenos Aires, Argentina, which won a 1999 BSA Honors Award.

Adam has also worked as a foreman in residential and retail construction, and as a cabinetmaker. He served for nine years as Technical Director of the renowned Hasty Pudding Theatricals, and was appointed in 1986 as one of two Co‐Technical Directors of Harvard and Radcliffe’s historical Agassiz Theatre. For 16 years in this position within Harvard University (now “retired”) he supervised technical activities in the theatre, providing support, instruction, and design for student and professional users.

Adam’s decades of theatre experience bring a particular sensibility to both the subtle and the dramatic emotive capacities of lighting, while his years in the construction trade give him firsthand knowledge of building construction methods and their impact on lighting. He continues to create original works in wood & photography.

EDUCATION HARVARD COLLEGE Bachelor of Arts in Biology, 1982

MEMBERSHIPS ILLUMINATING ENGINEERING SOCIETY Associate Member DESIGNERS LIGHTING FORUM Vice President, Boston Chapter

AWARDS GE EDISON AWARD OF EXCELLENCE YALE’S IRVING S. GILMORE MUSIC LIBRARY, New Haven, CT (2000)

INTERNATIONAL LIGHTING DESIGN AWARDS (1992 to 2006) (Illuminating Engineering Society of North America IIDA)

CHURCH OF THE COVENANT, Boston, MA (1992) PRUDENTIAL CENTER REPOSITIONING, Boston, MA (1995) KEENE STATE STUDENT CENTER, Keene, NH (1996) MERCADO D’ABASTO, Buenos Aires, Argentina (2001) YALE’S IRVING S. GILMORE MUSIC LIBRARY, New Haven, CT (2001) AMGEN, Cambridge, MA (2001) WORLD TRADE CENTER WEST – SITE, Boston, MA (2004) NORTHEASTERN UNIVERITY, BUILDING H, Boston, MA (2006) OM RESTAURANT, Cambridge, MA (2006) IMO STORE, Columbus, OH (2006)

BOSTON SOCIETY OF ARCHITECTS ‐ HARLESTON PARKER MEDAL

NORTHEASTERN UNIVERITY, BUILDING H, Boston, MA (2006)

C o l l a b o r a t i v e L i g h t i n g, LLC 1620 Sudbury Road, Suite 4 Concord, MA 01742 p 978.369.6788 f 978.369.6786 www.collaborativelighting.com 121 C u r r i c u l u m V i t a L u k a s J. S t u r m, Senior Associate

One of the two co‐founders of Collaborative Lighting, Lukas entered the lighting field through Ripman Lighting Consultants of Belmont, MA, where he managed projects that ranged from lighting master plans for Boston’s Logan International Airport and various residential communities, to lighting design for churches, private residences, and the John Singer Sargent Gallery at the Boston Public Library. Lukas’ interest in all things technical, as well as a natural understanding of light and its properties, make him a passionate and knowledgeable lighting designer.

Lukas’ background in landscape architecture ultimately led him to lighting design as a means of contributing to peopleʹs sense of well‐being, while at the same time engaging in the fundamental transformation of one’s understanding of architectural spaces. His years of construction administration experience, as well as hands‐on construction experience, allow him to successfully contribute at all phases of the design / construction process.

EDUCATION UNIVERSITY OF MASSACHUSETTS / AMHERST Bachelor of Science in Landscape Architecture, 1998

MEMBERSHIPS ILLUMINATING ENGINEERING SOCIETY (IES) North American Region – Associate Member New England Section ‐ Board of Directors DESIGNERS LIGHTING FORUM Member AMERICAN SOCIETY OF LANDSCAPE ARCHITECTS Member

TEACHING SUFFOLK UNIVERSITY – NEW ENGLAND SCHOOL OF ART AND DESIGN (2006)

AWARDS INTERNATIONAL ILLUMINATION DESIGN AWARDS (Illuminating Engineering Society of North America IIDA)

BOSTON PUBLIC LIBRARY COURTYARD, Boston, MA (2003) WATERWORKS AT ARIZONA FALLS, Phoenix, AZ (2004) NORTHEASTERN UNIV. ‐ CURRY BALLROOM, Boston, MA (2005) MITRE CENTER, Bedford, MA (2006) GARDEN OF PEACE, Boston, MA (2006) GROTON SCHOOL – MARION D. CAMPBELL PERFORMING ARTS CENTER. Groton, MA (2006)

BOSTON SOCIETY OF ARCHITECTS ‐ HARLESTON PARKER MEDAL

BOSTON PUBLIC LIBRARY COURTYARD, Boston, MA (2003)

C o l l a b o r a t i v e L i g h t i n g, LLC 1620 Sudbury Road, Suite 4 Concord, MA 01742 p 978.369.6788 f 978.369.6786 www.collaborativelighting.com 122

Curriculum Vitae for Mark Kelley, P.E., LEED AP

The primary focus of our work is sustainability, employing whole building integrated design, which takes into account not only energy and its interactions with the building, but materials, air quality, health, and the relationship of the building to the environment. In 1994, Mark Kelley founded the Hickory Consortium, which seeks to catalyze the transformation to sustainable building. Mr. Kelley has over 30 years experience in sustainable design. Mr. Kelley is a professional engineer registered in the State of Massachusetts and a certified LEED professional.

Mr. Kelley recently received the NAHB Green Building Advocate of the Year Award for 2005, and also the Northeast Sustainability Association’s Lifetime Achievement Award. He served as Chairman of the American Solar Energy Society (ASES), Buildings Division and on the Board of Directors of ASES and of the Passive Solar Industries Council. As a voting member of ASHRAE SSPC 90.2 (The ASHRAE Energy Conservation Standard for Residential Construction), he chaired the Energy Systems Panel. He has been Chairman of many technical conferences including Solar '88 (the Annual Meeting of the American Solar Energy Society, held at MIT) and The Thirteenth National Passive Solar Conference and Technical Chair of the 21st National Passive Solar Conference 1995. He was Co-chair of the first National Passive Solar Design Competition in 1980 and Technical Program Chairman of the 1993 National Passive Solar Conference.

Projects include the US Dept. of Energy Building America Program, in which Building Science Engineering had a lead role by forming the Hickory Consortium (one of four national consortia), to investigate and implement systems engineering solutions to residential construction. Within the Building America Program, the Hickory Consortium developed, designed and built the Cambridge Co-housing Project, a 41 unit multifamily residence which reflects sustainable design and community enhancing goals, which won the NAHB energy Value Home Award and the AIA Committee on the Environment 10 Best Sustainable Projects of 1999. The award-winning Erie-Ellington Low-Income Housing Community in Dorchester - a low income, low cost project which exemplifies the goals of sustainable design embracing energy and water efficiency, materials, health, neighborhood and environmental goals, was completed in 2000.

123 The Artists For Humanity EpiCenter, for which Arrowstreet Inc. was the architect, was recently awarded LEED Platinum Certification, is a great example of Hickory’s integrated whole building design and construction process. A sophisticated sustainable design approach was employed to guide the entire planning, design and construction process. The demonstration of a naturally cooled commercial building in an urban setting is very important milestone for sustainable construction. The entire building was thus designed to minimize energy demand, provide healthy conditions, use sustainable practices and materials and finally apply photovoltaic electricity generation to the optimized building. The result is a highly sustainable building which uses 80% less energy than the norm and reduces energy costs by over 100% using the LEED calculation method.

Mr. Kelley also was the Sustainable Design Consultant for the Green Building Design of the Lebanon Food Co-op Supermarket also with Arrowstreet Inc. This project has been a model exercise in setting priorities for green design in participation with the Co-op’s design and education committees as well as Co-op staff and the Dartmouth College Development Office. Other projects include Lawrence Community Works – Our House Community Center, Third Sector New England – Lincoln Plaza, Massachusetts Audubon Wellfleet Sanctuary Expansion, The Russell Field House and the Project Place Gatehouse are examples of sustainable design in new and existing buildings, all of which are currently under construction and all seeking LEED certification.

Also among projects are the Conservation Law Foundation headquarters expansion (The first LEED certified building in Boston), (Moskow Arch.), the Bowdoin Outdoor Leadership Center (Van Dam & Renner Arch.), the Primex (NH Public Risk Management Exchange) addition (LEED Gold project). The 311-unit Cambridge Park Place project includes a wide variety of sustainable design and energy efficiency features, and saved over $500,000 in cooling equipment costs through building design improvements.

Mr Kelley has worked on numerous low income Housing Projects in Boston, Lawrence, Worcester, Kansas City, Berkeley and other cities throughout the country. The award winning Erie-Ellington Low income Housing Community in Dorchester (Bruce Hampton, Architect) – is a low income, low cost project which exemplifies the goals of sustainable design embracing energy and water efficiency, materials, health, neighborhood and environmental goals, was completed in 2000.Back of the Hill Housing, Lawrence Community Works (Hampton – Elton Arch.), Dana’s Field (DHK Arch.), Jamaica Plain Co-housing (DHK Arch.), Egleston Crossing (Icon Arch), are examples.

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

IV. d. Certificate of Responsibility Please refer to the Appendix for the Certificate of Responsibility prepared by William Dillon, Esq. of Goulston & Storrs.

125

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

V. e. Background Data on Participating Firms and Entities DEVELOPMENT TEAM - URBAN INVESTMENT ASSOCIATES, INC./ SAMUELS & ASSOCIATES

1. Experience with large-scale (>200,000 square feet) mixed-use projects

Project Name: Trilogy Location: Boston, Massachusetts Description: Trilogy is a one-million-square-foot, mixed-use project that includes 581 apartment units, ground level retail space, and lower level parking.

2. Experience with pedestrian friendly transit-oriented development projects

Project Name: 1330 Back Bay Fens Location: Boston, Massachusetts Description: 1330 Back Bay Fens is a mixed-use, 340,000-square-foot project and is currently under construction. Leasing opportunities will include residential, professional office, and retail uses.

3. Experience with development of urban sites including brownfields sites

Project Name: The Launch at Hingham Shipyard Location: Hingham, Massachusetts Description: The Launch at Hingham Shipyard is part of a 11.2-million-square-foot mixed-use waterfront district featuring 240,000 square feet of commercial and retail space scheduled to open in the Fall 2008.

4. Experience with the adaptive reuse of historic structures

Project Name: Nawn Factory Orientation Center Location: Boston, Massachusetts Description: Rehabilitation of a historic, abandoned, former glue factory in the Dudley Square commercial district, converting it into the Roxbury Heritage State Park Visitor Center. (Feasibility Only-as Migliassi/Jackson & Associates, Inc.).

Project Name: Hale & Dorr Legal Services Location: Boston, Massachusetts Description: Conversion of an abandoned factory adjacent to the Massachusetts Bay Transportation Authority’s Orange Line to offices for the former Jamaica Plain Legal Service Center (as Migliassi/Jackson & Associates, Inc.).

Project Name: 300 Shawmut Avenue Location: Boston, Massachusetts

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

Description: Historical restoration of a historic South End Row House using Low Income Housing Tax Credit (LIHTC) and Historical Tax Credits (HTC), converting it into a Single Room Occupancy (SRO) therapeutic residence for the Paul Sullivan Housin Trust of the Pine Street Inn ( as Migliassi/Jackson & Associates, Inc.) 5. Balance of experience with both residential and commercial development

Project Name: Grove Hall’s Mecca Location: Boston, Massachusetts Description: Development of 77,000 sf inner-city, supermarket-anchored retail center in Boston’s Empowerment Zone. Project financing included conventional debt, HUD 108 Guaranteed Loan, HUD Economic Development Initiative Loan, and infrastructure investments by the City of Boston. Project completed with Samuels & Associates and Arrowstreet.

Project Name: Warren/Palmer Building Location: Boston, Massachusetts Description: Development of a 30,000 sf mixed-use, retail/office building in the Dudley Square commercial district. The Warren/Palmer Building was the first commercial office constructed in the district in over 70 years. Project financing included New Market Tax Credits and conventional debt.

Project Name: Lucerne Gardens Location: Boston, Massachusetts Description: Lucerne Gardens is a National Endowment for the Arts award-winning affordable housing project in the Franklin Field South neighborhood. The project includes 45 limited equity cooperatives and a community building. Twenty-five percent of the units were designated for abused women with families.

6. Financial capacity to complete project

The collaboration of Urban Investment Associates, Inc., Samuels & Associates, and Cornerstone Real Estate Advisers, LLC as the Mitchell/Sawyer Partnership, LLC, brings the local and neighborhood based development experience of Urban Investment Associates, Inc., the large-scale, urban, mixed-use development experience of Samuel & Associates, and the financial strength of Cornerstone Real Estate Advisers, LLC, a $9B real estate advisory and private equity fund. Our collective and prior experience and familiarity with each other is an attribute that enhances the financial and operational success of this project.

7. Familiarity with the local and regional development climate and Providence and Boston area real estate markets.

L. Duane Jackson, President & CEO of Urban Investment Associates, Inc. (UIAI) has monitored economic and investment activity in the Southcoast in general, and specifically New Bedford, for approximately a decade. He increased these activities in

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

2004 with the initiation of fast-ferry service between New Bedford and Martha’s Vineyard. The success of this service (revenues have exceed projections for first two years of operations) and the increase in regional and interstate traffic through New Bedford motivated Mr. Jackson to invest in downtown central business district in 2005.

Mr. Jackson has secured the financial support of Cornerstone Real Estate Advisers, LLC, a $9B real estate advisor and private equity firm based in Hartford, CT. Cornerstone is a wholly owned subsidiary of the Massachusetts Mutual Insurance Company (MassMutual).

Whaler’s Landing at Fairhaven Mill is not just another project. It is a strategic investment by the City of New Bedford and the developer that is critical to the future perception and economic configuration of the city as a whole. To that end Mr. Jackson has used his local knowledge and familiarity to identify resources, such as the surgical practice consortium led by Northeast Ear Nose and Throat, that can benefit the project as investors and tenants and has assembled a formidable team that has the vision and technical and financial capacity to complete this project.

DESIGN TEAM – LED BY ARROWSTREET Arrowstreet is a 140-person, multi-disciplined design firm located in Somerville, Massachusetts. The firm would provide planning and architecture services for this project. Arrowstreet will lead the consultant team, comprised of experts in historic preservation, structural, mechanical, electrical, plumbing, civil, traffic, environmental, and geotechnical engineering, environmental permitting, site survey, landscape architecture, specifications, lighting consulting, and sustainable design.

The firm’s qualifications, in response to the criteria outlined in the RFP issued by the City of New Bedford, are as follows:

8. Understanding of mixed-use, pedestrian friendly, transit-oriented development

Some examples of Arrowstreet’s many current mixed-use, pedestrian friendly, transit-oriented projects include:

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

Grove Hall’s Mecca Roxbury, Massachusetts Neighborhood Development Corporation of Grove Hall Grove Hall was realized through a joint effort which included the non-profit group Neighborhood Development Corporation of Grove Hall (NDCGH) and Samuels & Associates. Grove Hall combines of traditional stucco and water-stuck brick, as well as modern glass block and creates a retail center to update traditional area architecture. The center’s corner tower, which marks the intersection of Blue Hill Avenue and Warren Street, will serve as a neighborhood landmark. This project was completed with UIAI and Samuels & Associates.

Keen’s Crossing at Winooski Falls Winooski, Vermont HK Central Block, LP Winooski, a former mill town next to Burlington, Vermont, is experiencing a renaissance as public improvements and six blocks of new and renovated buildings bring life to the downtown riverfront. The owner commissioned Arrowstreet to design a new, 4-story building that would fit comfortably into this town center location, using materials and building details characteristic of Vermont downtowns that have evolved over time. The development includes 213 units of market-rate and affordable housing with underground parking. A prime example of “smart growth” redevelopment, the project is designed with active retail storefronts to encourage a pedestrian-focused lifestyle.

CitySquare Mixed-Use Development Worcester, Massachusetts Berkeley Investments, Inc. / Starwood Capital Group Arrowstreet is master planner and architect for this 20-acre revitalization project in down-town Worcester. New construction totaling 1.8 million square feet will reposition the area as a lively mixed-use district. An outdated shopping mall will be demolished. The large project includes approximately 1,000 residences, 500,000 square feet of office and medical space, 350,000 square feet of retail, restaurant and entertainment venues, and 3,900 parking spaces. New streets and urban plazas reconnect CitySquare with the surrounding civic, commercial, and transportation resources to create a vital, new, around-the-clock neighborhood in Worcester.

Waterfront Square at Revere Beach Revere Beach, Massachusetts Eurovest Development The City of Revere and the MBTA have charged the developer and Arrowstreet with the redevelopment of this oceanfront community. A proposed mix of hotel, retail, and office space will generate revenue for this bustling location and a

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

cultural center and a new residential building will create an around-the-clock district near a transit stop.

9. Experience with urban redevelopment projects

In addition to the urban redevelopment projects mentioned above, Arrowstreet has been actively involved in the redevelopment of the South Boston waterfront. Projects include:

Pier 4 Waterfront South Boston, Massachusetts New England Development Arrowstreet is designing a major component of the new South Boston Waterfront District at Pier 4, a 1 million-square-foot, mixed-use project that includes office space, hotel, housing, and retail. The development of approximately 250 residences will contribute to the creation of an active 24-hour neighborhood, which capitalizes on its integration with the surrounding commercial, civic, and convention activities surrounding the port.

Park Lane (formerly the Harbor Residences: Parcels G & J) South Boston, Massachusetts The Fallon Company Park Lane Seaport, a major residential development, is a significant contribution to the revitalization of the South Boston waterfront. Arrowstreet worked with The Fallon Company and Massachusetts Port Authority to create the master plan for this site on Boston’s urban waterfront. The project provides for 465 residences in two buildings, with heights ranging from 13 and 21 stories tall. The project also includes street-level retail and below grade parking for 496 cars.

CambridgeSide Master Plan Cambridge, Massachusetts New England Development This $160-million, mixed-use project was the keystone of an East Cambridge redevelopment effort that combined an innovative shopping center with an office building, parking garage, and hotel. The development brought around-the-clock uses to a former industrial area by the Charles River. The master plan centered on a 3-story retail Galleria that opens onto public parks at both ends. By integrating the new public open spaces with private development, the project enriched street life in the area, improved traffic circulation, and provided access to the recreational amenities of the Charles River for surrounding neighbors. This project is a major element in the East Cambridge Riverfront Plan that received an Honor Award for Urban Design from the American Institute of Architects.

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

10. Familiarity with adaptive reuse and historic preservation

Arrowstreet has solid experience in adaptive reuse and historic preservation projects. Examples of their work include:

Palfrey House, High Energy Physics Laboratory Offices Cambridge, Massachusetts Harvard University, Faculty of Arts and Sciences Arrowstreet designed the relocation and renovation of Palfrey House for use as office space for the High Energy Physics Department at Harvard University. The historic structure was built in the 1840’s as a residence for the first Dean of the Divinity School. Harvard needed to move this structure to make possible the construction of the new underground North Campus Parking Garage. Arrowstreet's work included obtaining the Cambridge Historical Commission’s approval not only for the renovation but also for the relocation of Palfrey House to its current location facing Hammond Street

Exchange Conference Center Boston, Massachusetts Massport Arrowstreet transformed this historic waterfront building, which once housed New England’s oldest daily fish auction, into a state-of-the-art conference center. The renovation created 20,000 square feet of sophisticated presentation and meeting space while preserving the magnificent proportions of the original spaces. Arrowstreet provided comprehensive architecture and interior design services for this project and assisted Massport in a successful review and project approval process with the Boston Landmarks Commission.

International Cargo Port - Distribution Warehouse and Office Facility South Boston, Massachusetts International Airport Centers Arrowstreet transformed this vacant, decaying warehouse on the South Boston Waterfront into a modern warehouse and office center. The project created over 200,000 square feet of state-of-the-art warehouse storage space and 200,000 square feet of integrated, first-class, office space with panoramic views of Boston Harbor. The project included substantial traffic studies to segregate automobile access and parking from the 75-bay truck court traffic.

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

11. Skill and experience designing structured parking that does not detract from urban vitality and design context

Arrowstreet’s skill and experience designing structured parking has been demonstrated in projects such as:

North Campus Parking Garage Cambridge, Massachusetts Harvard Planning & Real Estate Harvard University, facing a shortage of faculty and staff parking, commissioned Arrowstreet to design a new garage for more than 700 cars. The only land available for the project was in a residential neighborhood, and the site contained historic buildings. Therefore, public interest was high, including that of the Cambridge Historical Commission.

A “top down” construction system was selected because the dust and noise from excavation taking place below grade would have less impact than open pit excavation. This minimized environmental impacts on nearby residents. Each of the four glass-walled elevator lobbies incorporates imagery from one of Harvard’s museums.

This project was the winner of a 2006 SEGD Merit Award, a 2006 Boston Society of Architects Interior Architecture / Interior Design Award, and a 2006 Concrete Reinforcing Steel Institute Design Awards Competition Merit Award.

Parcel 7 Mixed-Use Vent Building Boston, Massachusetts Massachusetts Highway Department For this large and highly visible public project in downtown Boston, Arrowstreet was the lead designer for a team of four architects. The first phase of the project includes a 310-car parking garage, fresh air intake vents and exhaust vent stacks for the new underground Central Artery, office space on upper floors, and first level retail uses. Renovations to the Haymarket MBTA subway station, including a new lobby and handicap access, are incorporated into the design.

Harvard Square Parking Garage Cambridge, Massachusetts Louis DiGiovanni The Harvard Square Parking Garage, winner of a Massachusetts’s Governor’s Design Award, stands on a prominent site at the entrance to Harvard Square. This mixed-use project, which combines parking for 210 cars with retail stores and an outdoor café, underwent a rigorous review process. Arrowstreet worked to satisfy public and city desires for a building that would contribute to street life and meet the client’s financial goals. The garage’s brick exterior blends with nearby Harvard University buildings, while its curved facade, red rails and candy-

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

stripe awnings provide diversity and vitality. At the garage street level, lively retail shops and cafes animate the pedestrian areas.

12. Urban design and master planning skills

Jim Batchelor, Arrowstreet's designated Principal-in-Charge for this project, has a depth of experience with urban design and master planning projects. Mr. Batchelor has completed a number of award-winning projects for Harvard University as part of their North Campus Master Plan, including the aforementioned Palfrey House, High Energy Physics Laboratory Offices and North Campus Parking Garage. Other relevant projects Jim has completed include Shams Abu Dhabi, a major mixed-use, waterfront development in the United Arab Emirates; a major planning and design program for the US Navy’s Subase Training Center on the Long Island Sound in Groton, Connecticut; and the Parcel 7 Mixed-Use Vent Building in Boston, part of the Central Artery/Third Harbor Tunnel plan, which incorporates retail and office space with a parking garage, subway station, and major mechanical equipment for the Central Artery.

Wayland Town Center Wayland, Massachusetts Streetscape, LLC [a division of KGI Properties, LLC] Arrowstreet's design for this new town center incorporates the best characteristics of a traditional "Main Street" model. The pedestrian-oriented environment, made up of a network of appropriately scaled streets and public gathering spaces, utilizes vernacular architecture for a mix of uses that include small-shop retail, a supermarket, office space, a town building, and 120 residences. The proposed design, located on a 55-acre site bordering the Sudbury River, provides a focal point for the larger community and integrates with adjacent existing businesses along the Route 20 corridor. Arrowstreet has played a key role working with the local planning board to craft a zoning amendment that creates a new Town Center Overlay District with specific standards for an appropriate design approach.

Freeport Village Square Freeport, Maine Berenson Associates, Inc. Arrowstreet’s design for landowner L.L. Bean and developer Berenson Associates will bring 113,000 square feet of new lifestyle retail and 550 garage parking spaces to Freeport’s downtown core. This is one of the first steps in implementing the town’s Vision 2010 plan to enhance Freeport as a leisure travel destination. The proposed design takes advantage of the existing grade change over the site to efficiently create a two-level garage - the first in Freeport - underneath a retail plaza that will be comfortably on grade with Main Street. Historically, retail spaces in Freeport have been small - Village Square will provide larger retail areas to attract new tenants to the market.

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

Chestnut Hill Square Newton, Massachusetts New England Development Arrowstreet was commissioned by New England Development to design a mixed-use development on an 11-acre site in the Chestnut Hill area of Newton, Massachusetts. Central to the project is the retail component, a two-level outdoor “Lifestyle Village Center” with a prominent presence on a major regional retail corridor, Route 9. Complementary uses include high-rise and mid-rise housing, and structured parking for 1,300 cars. Arrowstreet is working with the Massachusetts Highway Department, the City of Newton, and Town of Brookline to resolve complex traffic issues involving site access and egress. Arrowstreet’s design site meets the challenge of a 20-foot grade change over the site by including multiple level access to many of the project components.

Grant Road Housing Master Plan Devens, Massachusetts MassDevelopment Arrowstreet’s master plan for a new housing community at the former Fort Devens preserves the tranquil and mature quality of the existing site topography. The clustered housing sites create identiﬁable neighborhoods, offering scenic views to the Nashua River and the Oxbow Wildlife Refuge. The project included a market study, site master planning, utility and infrastructure evaluations, budget estimates, and design guidelines. The design guidelines covered a range of information from general goals of the development to lot size specifications, road and streetscape design, parking, pedestrian paths, housing siting, lighting, and architectural design.

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

COMPLETE PROPOSER TEAM

13. Prior experience in working with municipalities.

Each member of the project team has had extensive experience working with cities, towns and states throughout New England. Please refer to team qualifications and resumes for detailed information.

14. Likelihood to complete the project on schedule in a timely manner.

The proposed team has extensive independent and, in some cases collective, experience working on projects of similar use and complexity. Each member has been chosen because of the wealth of experience and past success

As a team we are prepared to execute this project in timely fashion and will work closely with the City of New Bedford through close interaction and project monitor to insure a timely development.

DEVELOPMENT TEAM - URBAN INVESTMENT ASSOCIATES, INC.

15. Implementation strategy.

The following is a preliminary schedule for the development of Whaler’s Landing at Fairhaven Mill. The Mitchell/Sawyer Partnership is committed to beginning site development as soon as permits and approvals are available contingent upon financing. With the appropriate approvals and successful negotiations with the consortium of physician practices, led by Dr. Wendy Stern, we will fast track development and construction of the medical office building, potentially breaking ground by late 2007 or early 2008.

The preliminary program for implementing this project has been developed based on our understanding of the process to achieve a developer designation, our prior experience in permitting other projects, and our expectations of the reasonable time required to secure equity and debt financing (an additional layer of tax credit based equity will be associates with certain components of the development program).

This schedule assumes timely action by the City of New Bedford to complete certain actions based on aligned interest in developing this site and the ability to efficiently identify opportunities for municipal participation in the project through off site capital and infrastructure investments including roadway, utility and signalization improvements.

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

In light of the time and effort that both the City of New Bedford and the citizens of the Sawyer District have invested in preparing for development of this site, and the extent to which this proposal responds to the goals and objectives of the City and residents, we anticipate that the project will be well received and that all parties will contribute towards a successful and timely completion.

16. Integration with the surrounding area, and 17. Job creation commitment.

PUBLIC BENEFITS Whaler’s Landing at Fairhaven Mill will provide the following short-term and long-term impacts and benefits to the Sawyer District neighborhood of New Bedford and the City of New Bedford as a whole. The development will:

Economic Development Foster economic development in the Sawyer District specifically and New Bedford in general by establishing a mixed use, destination development that incorporates complementary uses and demonstrates the economic viability of investment in the New Bedford as an emerging market;

Promoted the revitalization of New Bedford by creating a new mixed use residential and commercial district in a presently under-utilized location;

Eliminates the blighting influence of a vacant and deteriorated structure by the adaptive reuse and historical restoration of the existing structures and converts them into 100 dwelling units of waterfront, market-rated owner occupied housing, and 60,000 square feet of commercial retail space;

Eliminate the blighting influence of a vacant and deteriorated site through the redevelopment of it into 80,000 square feet of commercial office space, a 65,000-square-foot supermarket, 29 dwelling units of affordable artist live/work residences, a 120-room hotel, structured parking, and a marina;

Capture and retention of local revenue associated with increased regional demand and access to goods and services located on the site;

Increasing the capacity of area businesses to sustain revenues and increase the multiplier by improving the overall business climate of the North End community in general and Sawyer District specifically;

Increase neighborhood and regional access to competitively priced goods and services through the provision and location of retail services with vehicular transportation advantages long term providing new retail and commercial office space;

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Assisting in the development of an office market by capturing emerging regional demand of medical office space in the Fall River/New Bedford metropolitan area;

Providing 150 – 200 new construction jobs over a 24 – 48 month period and creating new opportunities in New Bedford for local workforce development and hiring;

Creating 450 – 600 full time equivalent (FTE) jobs for the New Bedford economy distributed among retail and service sector jobs associated with the project uses on the site;

Housing Creating a new mixed income residential alternative through the development of 200 units of rental and owner occupied housing and 29 units of affordable live/work space;

Creating, contributing to and enhancing the residential alternatives for the artist and artisan community of New Bedford;

Transportation Improving vehicular and pedestrian traffic interface and safety through new signalization at the entrance to the site along Coggeshall Street;

Cultural and Historical Create physical venues (kiosks, dedicated public space) celebrating the cultural, artistic and historic contributions to the City of New Bedford through signage, exhibition, and naming opportunities;

Recreational and Landscape Introducing new planted and landscaped areas along the perimeter, within the development along major vehicular and pedestrian routes, and creating green spaces in land bordering the new residential townhouses and Fairhaven Mill conversion;

Active redevelopment of the waterfront contiguous to the Fairhaven Mill

Development of connective recreational activities along the Acushnet River

Development of marina and boathouse consistent with the City of New Bedford’s long economic development strategy of multi-faceted waterfront development.

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18. City resources and commitments required.

The Mitchell/Sawyer will seek City of New Bedford support advocacy in expediting Commonwealth of MA permitting and approval processes.

The Mitchell/Sawyer Partnership will seek City of New Bedford support advocacy in its request for project allocations of Historic Tax Credit and New Market Tax Credit.

The Mitchell/Sawyer Partnership will seek City of New Bedford support for a TIF.

The Mitchell/Sawyer Partnership will seek City of New Bedford support for off-site infrastructure improvements as part of its capital budgeting plan.

The Mitchell/Sawyer Partnership will seek City of New Bedford support through its Office of Community Development and Economic Development Commission for financial support under exist programs currently available within the City.

The Mitchell/Sawyer Partnership will seek City of New Bedford support and project endorsement for federal and state resources as they exist or may become available through legislation or other form of mandate.

19. Proposed transaction terms.

Please reference the financial statements in the appendix to this proposal.

20. Financial offer.

Please reference the financial statements in the appendix to this proposal.

21. Extent that the proposed development meets the city’s objectives.

Please reference Section VIII - Proposed Vision for the Site.

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VI. f. Background Data on the Lead Proposer

Name of Legal Entity Mitchell/Sawyer Partnership, LLC c/o Urban Investment Associates, Inc. (UIAI)

Addresses and telephone numbers of all entity offices 257 Roxbury Street, Boston, MA 02119 (617)333-9858 / (617)763-7301

Structure of entity, i.e., individual, partnership, corporation, LLC Limited Liability Corporation

Size of entity N/A

Years entity has been in business N/A The entity is a single purpose corporation created specifically for the acquisition, development and operation of the proposed project.

Current financial statement and balance sheet and lender commitments to the project

Names of principals in firm Lewis Duane Jackson Steven Samuels

Educational and experiential background of principals and those who will be working on the project

L. Duane Jackson Massachusetts Institute of Technology Master of Architecture, 1978 Master of City Planning, 1973

Hampton Institute Bachelor of Arts, 1971

Massachusetts Institute of Technology Center for Real Estate Development Minority Developer’s Executive Program Certificate of Completion 1988

Steven Samuels Ohio State University Bachelor of Arts Real Estate & Finance

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Names of those in the firm who will be working on the project and copies of their licenses, registrations or certifications (if applicable) Lewis Duane Jackson, President/CEO Steven Samuels, President/CEO

Name of individuals familiar with the developer’s work on similar projects who can be contacted as references: Mr. Gerald Algere SVP, Century Bank & Trust Co. (781) 393-5025 (UIAI)

Brian DeLorey Director of Rental Housing, MassHousing (617) 854-1000

Thomas Menino Mayor, City of Boston (617) 635-4000 (Samuel & Associates)

Listing of any actions taken by any regulatory agency or litigation involving the entity or its agents or employees with respect to any past development projects N/A

A Fair Housing compliance and non-discrimination statement/plan FAIR HOUSING POLICY It is the policy of WinnResidential to promote equal opportunity and non-discrimination in compliance with, but not limited to, the following:

Civil Rights Legislation (1964, 1968, 1988) Section 504 of the Rehabilitation Act of 1973 Age Discrimination Act of 1975 Executive Order 11063 MGL Chapter 151B Fair Housing Amendments Act of 1988 Americans with Disabilities Act of 1990 Connecticut General Statutes 46a-64c

WinnResidential employees will not discriminate on the basis of race, color, religion, national or ethnic origin, citizenship, ancestry, class, sex, sexual orientation, familial status, disability or handicap, military/veteran status, source of income, age or other basis prohibited by city, state or federal law.

In order to ensure understanding and compliance by all employees, WinnResidential has a corporate level Fair Housing Committee. All requests for Reasonable Accommodation which may result in a rejection or change of requested accommodation/modification are reviewed by the Committee.

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WinnResidential employees are required to participate in annual Fair Housing Training. These programs will be offered by WinnResidential, using professional Fair Housing trainers. In addition, industry sponsored Fair Housing seminars and training programs will satisfy the annual training requirement. Senior and/or Regional Vice Presidents will ensure that site employees are trained in the specific requirements of the site’s Affirmative Fair Housing Marketing Plan.

Each site maintains a Fair Housing binder which includes their 504 Log and Requests for Reasonable Accommodation, as well as all related Fair Housing correspondence, updates, corporate handouts, etc.

The Vice President of Administration serves as the 504 Coordinator for the company. The Vice Presidents of Administration and Human Resources, as well as Senior and Regional Vice Presidents work to ensure that employees and residents are kept informed of all issues relating to positive Fair Housing compliance.

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VII. g. Proposed Development Strategy

DEVELOPMENT CONCEPT - WHALER’S LANDING AT FAIRHAVEN MILL Whaler’s Landing at Fairhaven Mill is a mixed-use development celebrating the history, culture and heritage of New Bedford. The program consists of a complementary mix of new and historic structures constructed in three phases that, when combined, will promote an integrated economic environment sustainable by local and regional consumers. Whaler’s Landing will consist of; market rate, waterfront, rental and condominium residential units; affordable artist live/work space; supermarket anchored retail; commercial office; hotel and structured parking; and a boat house and marina. The project will be developed to capitalize on the natural attributes of the site; interstate and regional highway access; efficient local vehicular access; a set of viable and structurally sound existing historical buildings; parkland and waterfront adjacency; a richly endowed cultural and historic tradition and an emerging presence in the regional economy. Whaler’s Landing will serve as a landmark development at the gateway to New Bedford and will be designed to acknowledge the past and herald the future.

DEVELOPMENT TEAM To ensure the success of Whaler’s Landing at Fairhaven Mill, it is essential that the site’s developers are as experienced with the realities of the development process as much as they are familiar with the goals, priorities and process of realizing community and economic development. The team we have assembled for this proposal has that experience.

The Mitchell/Sawyer Partnership, LLC development team includes Urban Investment Associates, Inc. (UIAI), Samuels & Associates, Inc. (Samuels), and Cornerstone Real Estate Advisers, LLC (Cornerstone). Collectively, they comprise a formidable collaboration of real estate development professionals with both the direct experience of developing innovative projects in emerging markets and the demonstrated financial capacity to complete them.

The team will be led by L. Duane Jackson of Urban Investment Associates, Inc. (UIAI), a firm focused on developing and owning attractive, affordable and market-rate residential and mixed use developments within emerging markets. Cumulatively these projects reflect UIAI’s corporate mission to concentrate in under-served markets and uniquely respond to deficiencies and opportunities within a given market. This feature is reflected in its project experience and portfolio.

In the Fort Hill section of Roxbury, UIAI acquired abandoned buildings which were having a blighting influence on an otherwise stable residential environment and redeveloped them for residential and commercial uses. In the Franklin Field South section of Dorchester, UIAI in collaboration with the Winston Lucerne Partnership, developed the National Endowment of the Arts awarding-winning, limited-equity cooperative, Lucerne Gardens, on more than two acres of vacant land. And in the South End, UIAI acquired Parmelee Court, a strategically positioned but financially distressed, affordable and market-rate mixed-use development and stabilized it through efficient management and operations.

UIAI’s understanding of, and sensitivity to, local issues has contributed to its success. The firm has employed this knowledge to formulate development strategies which have received broad based support by local neighborhoods and community groups. UIAI’s banking relationships and

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capital market relationships are numerous and include Century Bank & Trust, Cornerstone Real Estate Advisers, LLC, Canyon/Johnson Urban Fund, LLC, and MassHousing.

Samuels & Associates, led by Steven Samuels, is an innovative and leading full-service real estate company encompassing real estate development, leasing and management. Samuels Associates currently controls a portfolio of twenty-two commercial and residential properties comprising five million square feet of commercial retail and mixed-use space throughout Connecticut, Maine, Massachusetts, and New York.

Samuels & Associates, a closely held real estate firm, represents the third generation of development and investment activities in real estate. Their multi-disciplined team of professionals includes experts in the areas of

Site selection and market demographics Property acquisition Permitting Project management and construction Retail merchandising and leasing Finance Property Management Residential Leasing Marketing

Samuels’ success has been predicated on their reputation as an innovative and progressive developer who thinks outside of the box and who is undaunted by non-conventional thinking. There is no better example of this than Samuels’ 1993 development of the South Bay Mall on I- 93 in Boston. South Bay was the first grocery-centered urban retail center in the country. Anchored by a 65,000-square-foot Super Stop & Shop it became one of the most successful centers nationally based on revenue of individual store units. South Bay demonstrated the economic strength and viability of well positioned retail centers in underserved and emerging markets and it continues to be highlighted as a model of economically viable inner-city retail development.

Samuels & Associates carefully plans the tenant mix, striving to reach a balance between strong national and local retailers and restaurateurs. Whether it is introducing a new store to the community or working with a local operator to develop a new concept, the team works closely with tenants to meet the markets demand. Samuel’s relationships with local, regional and national retailers are extensive and include companies such Stop & Shop, Costco, Lowe’s, Barnes & Noble, T.J. Maxx, Dick’s, and Bed, Bath & Beyond.

Their current mixed-use projects include:

Trilogy, Boston, MA, a one-million-square-foot, mixed-use project that includes 581 apartment units, ground level retail space, and lower level parking; The Launch at Hingham Shipyard, Hingham, MA, a 240,000-square-foot commercial retail development within a 1.2 million-square-foot mixed-use waterfront development;

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1330 Back Bay Fens, Boston, MA, a mixed-use 340,000-square-foot project including residential, professional office, and retail space.

Samuels’ and UIAI prior work together includes developing Grove Hall’s Mecca in the Grove Hall neighborhood of Roxbury, Massachusetts.

Cornerstone Real Estate Advisers, LLC, is a Securities and Exchange Commission (SEC) registered investment adviser under the Investment Advisers Act of 1940, and an indirectly, wholly owned subsidiary of Springfield based, Massachusetts Mutual Life Insurance Company (MassMutual). Cornerstone’s assets under management, totaling over $9 billion, include both discretionary and non-discretionary investments in public and private real estate assets. Their clients include public and corporate pension funds, endowments, foundations and insurance companies. Cornerstone’s assets under management include MassMutual’s portfolio of equity real estate as well as their investment in real estate securities.

As an independently operated subsidiary of MassMutual, Cornerstone has the support of a parent corporation with strong capital resources. This strength gives Cornerstone staying power in an ever-changing business and climate. As a manager for MassMutual, Cornerstone is able to use their parent’s capital as a source of pari-passu, Co-Investment Funds where appropriate, and have been able to benefit their clients by using MassMutual’s capital strength to assemble pre-specified portfolios of properties. Cornerstone also has the flexibility to deploy capital in a broad array of structures to meet the business, legal, and tax needs of its clients.

Cornerstone, through its array of managed portfolio’s, is one of the largest, private owners of hotel properties within the U.S.A. Their superior industry relationships are unsurpassed and their access to research and trends is exceptional. In October, 2006, Mr. Thomas G. Dudeck, Executive Vice President and Managing Director, visited and toured New Bedford and met with Mayor Scott Lang, Matthew Morrissey, and the senior staff of the City. He expressed his interest in the future of the city and indicated his willingness to identify an appropriate investment project. Whaler’s Landing at Fairhaven Mill is that project.

PROJECT DESCRIPTION Proposed Development Program The proposed project calls for the phased redevelopment of approximately twelve (12) acres of public and private, partially vacant land, bound by Coggeshall, Mitchell, and Sawyer Streets and the Acushnet River. Whaler’s Landing will consist of a complementary mixture of uses designed to respond to both local and regional demand for goods and services. A new, signalized, intersection will mark the entrance to the site and lead to the primary access road in the development. Uses will be distributed throughout the site and consist of office space, the supermarket and affordable, artist live/work space on the western portion of the site, and rental and owner occupied residences, retail and waterfront hotel on the eastern portion of the site. Parking will be distributed throughout the site and includes future structured parking when the economies of scale justify construction.

The project is divided into three phases. Phase I will include the historic restoration of the Fairhaven Mill buildings and construction of a new medical office building (MOB), a supermarket, and associated surface parking. Phase II will include construction of twenty-eight

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(28) owner-occupied affordable, artist live/work spaces, a hotel, and structured parking. Phase III will consist of market-rate condominiums, structured parking, and a community boathouse, and marina. Whaler’s Landing anticipates local and regional demand for goods and services supplied by local entrepreneurs and national, credit tenants. Retail services will be anchored by a new, 65,000-square-foot national supermarket, and office space will be supported by emerging demand for medical and professional offices.

Residential uses, a critical component of our “continuous use model” includes the construction of 105 market-rate, rental, loft-style residences in the Fairhaven Mill, owner-occupied, artist, live/work spaces located at the intersection of Mitchell and Sawyer Streets, and 100 market- rate, waterfront condominiums units adjacent to the hotel. Our inclusion of a 120-room (minimum) waterfront hotel oriented towards tourism and regional business travel is consistent with recent studies confirming unmet demand for this use in the City of New Bedford.

Development Program Uses:

PHASE I Construction Type Special Considerations

Commercial Office New Medical Office Building Professional Office Historic Tax Credits Space New Market Tax Credits Residential Development Rehabilitation Historic Tax Credits Mill Conversion Residential Retail Development Supermarket New Commercial Retail Rehabilitation Historic Tax Credits New Market Tax Credits

PHASE II Hotel National Hotel New 120 rooms (minimum) Residential Development Live/Work Affordable New Artist housing Housing Parking Structured Parking New

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PHASE III Construction Type Special Considerations

Residential Development New Market-Rate Condominiums Parking New Structured Parking Boathouse/Marina New

COMMUNITY OUTREACH AND PARTICIPATION Community outreach and participation is a critical component in the local planning and design process. At its most fundamental level, it creates the opportunity to align the interest of the vested stakeholders; the local community, neighborhood organizations, local institutions, city government and the project proponents. Urban Investment Associates, Inc. and its team are committed to the concept of community participation as a process and will implement a strategy of involvement throughout the design and construction process. Individually and collectively our team has extensive experience in iterative design processes. We will use that familiarity and sensitivity to interpret the interests, goals and objectives of the stakeholders.

We acknowledge the history of controversy and activism on this site and understand the significance of its sensitive and strategic development as a gateway project to the city. Our objective is to respond to local vision within the context of developing a financially viable and economically sustainable mixed-use project. We will solicit input to ascertain the interest of local stakeholders and to assess the opportunities for response within the constraints of economic feasibility.

Led by UIAI, the team will identify abutters, neighborhood organizations and institutional stakeholders with interest in this site and will establish a Project Advisory Committee (PAC) to serve as a representative body of stakeholders. We will work with this body through scheduled reviews as part of an iterative planning and design process. The team has reached out to local residents and has had introductory conversations with the developers of the Sawtooth 123 artist live/work condominiums. We have also spoken with Mr. Derek Santos, Project Architect, National Park Service regarding our goal of connecting Whaler’s Landing to the downtown cultural and historic institutions through physical, graphic and planned exhibition spaces within the site. We strongly believe that relations such as these are critical to the success of this project and we will expand them through a formal organizational structure.

Our work in the area of community participation and outreach is extensive. We will be led by L. Duane Jackson whose professional experiences are extensive and includes community participation and outreach across a variety of project types. These consist of but are not limited to a number of major projects in Boston, Massachusetts including project planning for the Southwest Corridor Project, Orange Line relocations project and Washington Street reconstruction project (transportation infrastructure); Mission Hill Extension Reconstruction Project, Academy Home II Modernization Project, Franklin Park II/Demonstration Disposition Initiative (public and affordable housing redevelopment); Nawn Factory Visitor Center and the Hale and Dorr Legal Services Center (adaptive reuse of mill buildings); and Grove Hall’s Mecca

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and Warren/Palmer Building (inner city retail and mixed-use office/retail projects). Each project involved significant input from local residents, regular, periodic reporting to community forums and an iterative design and review process.

INVOLVEMENT OF ABUTTING LANDOWNERS Similar to the need for local participation, input and endorsement, the development team also subscribes to and solicits the active participation of abutting landowners during the planning and design process. The team has solicited the input from the owners and developers of Ropeworks, Inc., located at the intersection of Mitchell and Sawyer Streets. The proposed live/work artist residences are a direct outcome of these discussions. We will continue this dialogue with the proponents of Ropeworks and will use their guidance, and that of others, to identify the key, interested abutters willing to work collectively with our team.

PERMITTING Daylor Consulting Group, Inc. (DCG), with over 20 years of experience in permitting at the state, local, and federal levels, will coordinate and direct the permitting process associated with the proposed development of Whaler’s Landing at Fairhaven Mill. Daylor has successfully developed state and local permitting strategies for developers, non-profit organizations, and landowners throughout Massachusetts and New England and has direct experience with the New Bedford and Fairhaven waterfront.

DCG has extensive knowledge of state and local regulations and is familiar with the process and procedures to efficiently manage the approval process. Their experience includes managing supplemental engineering, environmental studies and other forms of analysis in support of project applications. Daylor’s keen understanding of public perceptions and agency obligations contributes to its effectiveness as an arbiter during sensitive permitting issues.

Daylor has had direct work experience with the UIAI team working on the Grove Hall’s Mecca retail development. In its role, Daylor guided the project through the Boston zoning and development review required under Article 80 of the Boston Zoning Code. Daylor’s knowledge and familiarity will be particularly critical in the projects review by the Executive Office of Environmental Affairs, MEPA Office and state regulations under Chapter 91 of the Massachusetts General Laws (310 CMR 9.00), regulating uses on filled and flowed tidelands in the Commonwealth.

Daylor staff includes experts in wetlands and coastal regulations. We frequently prepare applications to Conservation Commissions for work that impacts a wetland resource area, a requirement of this project, or is in the buffer zone of a resource area. Daylor frequently works on preparing Notices of Intent in accordance with the requirements of the Massachusetts Wetlands Protection Act and assisting clients. These applications also include waterside amenities, such as the construction of new piers, docks, revetments, or other structures that require a license or permit from a state or local agency. Daylor is skilled in supporting the client’s team to facilitate design solutions and bring a project to completion.

The following list of permits and approvals has been identified as potentially impacting the completion of this project. These may include but are not limited to:

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File Notice Under NPDES (National Pollutant Discharge Elimination System. Construction to disturb over 5 acres) Environmental Notification Form (Notice of Project Change) Supplemental Environmental Impact Report Sewer Connection/Extension Permit Water Supply Permit Sewer Use Discharge Permits Master Plan Approval PDA Approval Site Plan Approval Negative Determination of Applicability File Erosion and Sedimentation Control Plan Transportation Access Plan Construction Traffic Management Plan Water and Sewer Tie-in Approval Discharge Permit for Dewatering Demolition Permits for Existing Infrastructure Earth Removal Permits for Site Development Building Permits for Individual Buildings Construction Noise Regulations Compliance Street and Sidewalk Alteration Permits.

FINANCING The following financial analysis is presented to establish the order of magnitude for the scope of development proposed at Whaler’s Landing at Fairhaven Mill. The projections are preliminary and subject to negotiations with the City of New Bedford, private land owners, due diligence, and subsurface geologically investigations, design, permitting, construction, investor return thresholds and market conditions. Financing for buildings within the project will be structured based on use and will employ a variety of tools, programs and facilities targeted towards projects of this type. Development costs have been estimated based on similar, recently completed projects in the Northeast. While the analysis is representative of what may be reasonably be expected given the information available, we reserve the right to amend the assumptions, analysis and results at any time as conditions change and as the scope of the project is developed.

We have discussed this project with both lenders and equity investors. Cornerstone Real Estate Advisers, LLC, a MassMutual subsidiary and real estate fund advisor and fund manager, has indicated their interest in providing equity for this project subject to final review and approval. Century Bank and Trust has expressed an interest in providing construction financing. Each firm has included their letter of interest for your consideration.

The Mitchell/Sawyer Partnership, LLC will employ existing federal, state and local programs to develop this project. The Partnership will seek support, endorsement and advocacy by the City of New Bedford in its efforts to secure critical financial resources in pursuit of this project. Whaler’s Landing at Fairhaven Mill will apply for, but not be limited to, the following financial resources: New Market Tax Credits

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Historical Tax Credit Tax Incentive Financing (TIF) HOME HUD 108 Loan Program

Financing for Whaler’s Landing will involve a public/private partnership incorporating a layer financial structure. In addition to private equity, the Mitchell/Sawyer Partnership, LLC will propose a debt structure that includes conventional loans, subordinated municipal debt, tax credits, and tax deferred payments. We will seek additional state and local incentive programs currently available and explore the

Development activities will be financed with construction debt and retired through permanent mortgage provided by an appropriate institutional lender. Construction financing for market rate condominium and affordable artist live/work residences will be retired through the proceeds generated by the sale of the units.

MARKET AND MARKETABILITY OF SITE Development of the Fairhaven Mill site represents a unique opportunity to capitalize of on it ‘s intrinsic attributes; regional and interstate highway access, large contiguous urban site, waterfront location and underserved market. The principal challenge will be the ability to attract a range of diverse end-users to the site, consistent with the proposed plan. The Mitchell/Sawyer Partnership’s evaluation of the market opportunity is reflected in the following assumptions:

Medical Office Building The Partnership has engaged in preliminary discussions with Dr. Wendy B.R. Stern, President of the Northeast Ear Nose and Throat surgical practice, who represents the interest of a multi- practice coalition interested in immediately relocating to the Fairhaven Mill site. Their interest is in a new, regionally convenient, modern, specialty facility to serve their rapidly expanding practice. The coalition has expressed interest in both end-use and equity participation in this portion of the project.

Fairhaven Mill Rehabilitation and Restoration The Fairhaven Mill is a structure in impeccable condition suitable for conversion into a mixed- use residential/retail development. Economics not withstanding, the combined use of federal and state Historic Tax Credits and the potential of using federal New Market Tax Credits for the retail portion of the development creates the financial structure, including equity/debt ratio’s to create a sustainable residential development

Supermarket Regional highway access and the current distribution of supermarkets within the market has created a unique opportunity for strategic penetration opportunity in the current market. The site is ideally suited to benefit from local and regional vehicular access. The team has had preliminary discussions with regionally based supermarkets.

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Hotel Pinnacle Advisors recent study of the New Bedford market confirmed speculation that a market exist for a 120-room, limited service, flag hotel or a 100-room boutique hotel. The Fairhaven Mill site represents one alternative for siting this hotel.

Market-Rate Condominiums The expanding preference of aging baby-boomers into the Southcoast is the definitive demographic trend guiding our assumption for developing waterfront, condominiums at Whaler’s Landing. The national trend and preference for coastal residential development will be further entrenched as the project nears 2010 when development on this portion of the site begins.

CONSTRUCTION & PROPERTY MANAGEMENT Residential Property Management - WinnResidential Residential properties will be managed by WinnResidential, a national leader in property management with in excess of 70,000 apartments and condominiums in more than 20 states nationally. Winn has developed proprietary management and marketing programs which operate in accordance with Affirmative Fair Housing Laws. Winn provides the expertise to help achieve optimal occupancy levels in the competitive marketplace and its managers are responsible for the implementation of budgets, staffing, annual audits, and collection and distribution of revenue of over $200 million per year.

Cornerstone Real Estate Advisers, LLC and Urban Investment Associates, Inc., have a current successful client relationship with WinnResidential. WinnResidential manages a number of residential project for Cornerstone and they manage Parmelee Court for Urban Investment Associates, Inc.

Commercial Property Management - Samuels & Associates Retail properties will be managed by Samuels & Associates. The asset and property management team of Samuels manages all day to day operations, contract administration, lease administration coordination, and planning aspects of the their current portfolio consisting of 25 properties with a total of 3,580,688 square feet of gross leaseable area.

Economic Development Foster economic development in the Sawyer District specifically, and New Bedford in general, by establishing a mixed-use, destination development that incorporates complementary uses and demonstrates the economic viability of investment in the New Bedford as an emerging market;

Promoted the revitalization of New Bedford by creating a new mixed-use residential and commercial district in a presently under-utilized location;

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Eliminates the blighting influence of a vacant and deteriorated structure by the adaptive reuse and historical restoration of the existing structures and converts them into 100 dwelling units (du’s) of waterfront, market-rate, owner-occupied housing, and 60,000 square feet of commercial retail space;

Eliminate the blighting influence of a vacant and deteriorated site through its redevelopment into 80,000 square feet of commercial office space, a 65,000-square- foot supermarket, 29 du’s of affordable artist live/work residences, a 120-room hotel, structured parking, and a marina;

Capture and retention of local revenue associated with increased regional demand and access to goods and services located on the site;

Increase neighborhood and regional access to competitively priced goods and services through the provision and location of retail services with vehicular transportation advantages providing new retail and commercial office space in the long-term;

Assisting in the development of an office market by capturing emerging regional demand of medical office space in the Fall River/New Bedford metropolitan area;

Providing 150 – 200 new construction jobs over a 24 – 42 month period and creating new opportunities in New Bedford for local workforce development and hiring;

Creating 300 – 400 permanent retail and service sector jobs for the New Bedford metropolitan area;

Housing Creating a new mixed income residential alternative through the development of 100 du’s of owner occupied condominiums and 29 du’s of affordable live/work space;

Creating, contributing to and enhancing the residential alternatives for the artist and artisan community of New Bedford;

Transportation Improving vehicular and pedestrian traffic interface and safety through new signalization at the entrance to the site along Coggeshall Street;

Cultural and Historical Celebrating the cultural and historic contributions to the City of New Bedford through signage, exhibiting, and naming opportunities;

Real Estate Development / Consulting 154 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

Recreational and Landscape Introducing new planted and landscaped areas along the perimeter, within the development along major vehicular and pedestrian routes, and creating green spaces on land bordering the new residential townhouses and Fairhaven Mill conversion;

Active redevelopment of the waterfront

Connection to planning activities along the river

Access Improvements Vehicular access to Whaler’s Landing will be facilitated through the construction of a new, signalized intersection entry on Coggeshall Street. Site Drive will be a four lane articulated thoroughfare with a planted median. It will serve as the primary north/south axis into and through the site and will be the primary means of distributing cars to all uses within the site. Site Drive will terminate in a secondary connection to Sawyer Street at the northern boundary of the site. Traffic enhancements will include constructing a signalized intersection along Coggeshall Street at the entry and providing new landscaped sidewalks at the entry, including contrasting pedestrian pavers, to signify the entrance.

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156 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

VIII. h. Proposed Vision for the Site Development Program Uses:

PHASE I Construction Type Special Considerations

PHASE II Hotel 120 rooms (minimum) National Hotel New Residential Development Live/Work Affordable Housing New Artist housing Parking Structured Parking New

PHASE III Construction Type Special Considerations

Residential Development New Market-rate Condominiums Parking New Structured Parking Boat House/Marina New

Use of Historic Structures Whaler’s Landing will re-use and restore all structurally sound mill and industrial buildings on the (privately held) site. The existing building on the City of Bedford’s site will be demolished.

Overall site plan including circulation, siting of buildings, parking, and other features Building massing Relationship to abutting properties Phasing plan

Real Estate Development / Consulting 157 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

DESIGN NARRATIVE PROVIDED BY ARROWSTREET

Whaler’s Landing is a proposal for a mixed-use development in keeping with the history of New Bedford. It builds a future that adds a variety of uses that will help make the whole area a more attractive place to live, work, shop, and go for recreation. The development plan calls for a series of phased improvements that are based upon realistic evolution of the site, gradually bringing in an increasing density of uses that will make this a vibrant neighborhood, as well as a regional destination. This development plan picks up on many of the ideas discussed in the planning charrette for the site.

Phase I will bring a new supermarket, medical ofﬁ ce building, and drugstore, and a renovation of the mill building for housing and retail. These uses are those for which the Phase 1 current market is strongest. It does so with parking on-grade, less parking per use than we propose long-term, but we believe adequate for the site in its early renaissance.

In subsequent phases we will add a hotel, housing along the neighborhood edge, and taller housing along the water. With these added uses we propose structured parking to accommodate the total demand. The result is an active, mixed-use community with buildings that are oriented to pedestrians and open spaces.

The Whaler’s Landing site is a unique opportunity to create a place that will enhance the quality of New Bedford’s North End. This unique site has four very distinct edges necessitating a unique design solution in order to successfully integrate, or reintegrate, each edge to the others, to its site, and to its environs beyond.

SOUTH EDGE (COMMERCIAL, PUBLIC) Phase 2 Along Coggeshall Street and Route 195, the southern edge of the site shall become a visible public beacon for not only the area, but also for the whole city of New Bedford. Existing Fairhaven Mill Building A lies perpendicular to Coggeshall Street, naturally drawing the focus of people passing by. This building bespeaks the great history of the city. A new medical offi ce building with ground fl oor retail is proposed to the west of the mill — this new architecture will complement the old. We propose that this building have a ridge of wind turbines, which uses new, wind-powered technology. The development team will work with the owners of other parcels along Coggeshall to over time make this highly visible edge of the city a symbol of the city’s renaissance over time. Because the majority of car traffi c will enter the site at this edge, the plan features a prominent entry and axis through the center of the site connecting with the future park to the north.

Phase 3

Real Estate Development / Consulting 158 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

KEEPING THE FABRIC OF THE HISTORIC MILL BUILDINGS

The interplay of restored historic structures and exciting new buildings will symbolize New Bedford’s rich past and promising future. Existing mill buildings will be renovated into mixed-use schemes that capitalize on their generous proportions. Building A, a four-story brick mill building will be renovated into residential and retail spaces. Large windows and ten-foot structural bays make the spaces ideal for glassy retail storefronts and light, airy loft condominiums. Its north/south orientation allows expansive views of the Acushnet River and New Bedford, and ample natural light for all the spaces. Buildings B and C, similar in structure to Building A, but two stories, will become retail at the ground fl oor and offi ces above; each possessing similar qualities of lightness and space. The creation of arcades or tunnels at the ground fl oors of the existing mill buildings will allow for increased pedestrian circulation throughout these spaces, and a visual and physical link to the waterfront park.

New / Historic New buildings and structures will complement the existing mills by following cues of scale and materiality. Mirroring Building A, the new retail and medical ofﬁ ce building will be similar in scale to Building A, while using a glass curtainwall to display its more contemporary design. It will employ areas of brick and stone to tie it back to the historic mill buildings. A new parking structure will also engage its existing neighbors through its size, placement, and exterior materials.

All new and renovated buildings on the site will strive to employ active and passive green strategies, not only as it relates to the betterment of this site, but also as a (necessary) example for future development in all of New Bedford.

WEST EDGE (RESIDENTIAL)

Currently, homes on the west side of Mitchell Street face an empty lot that is the project site, creating a hard, unfriendly edge to that primarily residential neighborhood. The plan is to place new residential buildings, compatible in scale, along the eastern edge of Mitchell Street. These new homes will strengthen this edge by creating a denser, richer streetscape, while mitigating the change in scale between smaller, residential style buildings, and the larger buildings at the center of the site. The economics suggest this be achieved in the middle phasing, at a point when structured parking can also be developed.

A vehicle and pedestrian way from the middle of the Mitchell Street block will physically and visually link the neighborhood to other uses on the site and the waterfront beyond. The Edges beautiﬁ cation of the intersection of Mitchell and Sawyer Streets will further aid in connecting the residential neighborhood to the park and waterfront.

NORTH EDGE (PARK)

Sawyer Street, because it is/will be bordered by a public park, will be transformed. The park quality will be achieved by heavy plantings within the open space between buildings. The main entry axis originating at Coggeshall Street will reach to this edge.

Real Estate Development / Consulting 159 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

Vehicular trafﬁ c will terminate here, while pedestrian trafﬁ c will continue through the park and to the waterfront. Housing and retail shops will face the street. Along Sawyer Street, a renovated artists’ mill building, coupled with residential and retail buildings on the site, will frame views of and paths to the water from the Mitchell Street intersection and beyond. The street shall be lined with trees, further accentuating that connection.

The whole site will be punctuated by a tall mixed-use building at the northeast corner, where Sawyer Street and the Acushnet River would meet. The height and scale of this building will serve as visual landmark. This building will also respond to cues of scale and bring a sense materiality—the use of materials creates awareness of their visual, historical, and functional beneﬁ ts.

A ﬁ ve-story hotel will anchor the building to a vehicular axis parallel to the river. Its east- west orientation will allow water views from all guest rooms. An inward facing retail strip will engage the open parking area and retail stores in the renovated mill buildings. Structured parking, similar in height to the hotel, will rest above the retail and between the hotel and residential towers, creating the least visual impact. A nine-story residential tower, visible from all vistas, will have views to all surrounding areas including downtown New Bedford and its harbor. It will form a courtyard with the hotel and a strong edge overlooking the park.

EAST EDGE (WATER)

The Acushnet River bounds the eastern edge of the site. The water gives the site its essence; New Bedford’s history is tied to the sea. People will return to the sea—this time asking that it be accessible, open, and serve as a reference for the whole community. Visual connections and routes to the water will be crucial; new water-related uses such as a Connections / Axes small boat marina and a boathouse that can accommodate crew shells will enable people to get out onto the water. A river walk along the banks of the river will create public spaces that will enliven all activities of the site, and vice versa.

The connection of new and existing buildings to the water will illustrate the way in which an active and healthy waterfront can activate its surroundings, and again, serve as an important example for how New Bedford can move forward into a future that is a commonly held vision. That vision, expressed in the Fairhaven Mills Site Public Charrette, takes a signiﬁ cant step towards realization with this proposal.

Real Estate Development / Consulting 160 FUTURE PARK ROPEWORKS LOFTS

SAWYER STREET

G E SMALL BOAT MARINA

B MITCHELL STREET RIVERFRONT F C PARK ACUSHNET RIVER

D A ROWING CENTER

COGGESHALL STREET

ROUTE 195 ACCESS RAMP

ARROWSTREET Architecture FAIRHAVEN MILLS SAWYER DISTRICT New Bedford, Massachusetts Urban Design SITE PLAN 1:120 P l a n n i n g 15 February 2007 Graphics and Interiors 161 ARROWSTREET Architecture FAIRHAVEN MILLS SAWYER DISTRICT New Bedford, Massachusetts Urban Design VIEW Looking North P l a n n i n g 15 February 2007 Graphics and Interiors 162 ARROWSTREET Architecture FAIRHAVEN MILLS SAWYER DISTRICT New Bedford, Massachusetts Urban Design VIEW Looking West P l a n n i n g 15 February 2007 Graphics and Interiors 163 ARROWSTREET Architecture FAIRHAVEN MILLS SAWYER DISTRICT New Bedford, Massachusetts Urban Design VIEW Looking East P l a n n i n g 15 February 2007 Graphics and Interiors 164 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

IX. i. Proposer’s Commitments

Please refer to the paragraph entitled “Public Benefits,” in Section VII.

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URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

X. j. Proposed Schedule for All Phases of Development

DEVELOPMENT SCHEDULE The following is a preliminary schedule for the development of Whaler’s Landing at Fairhaven Mill. The Mitchell/Sawyer Partnership is committed to beginning site development as soon as permits and approvals are available contingent upon financing. With the appropriate approvals and successful negotiations with the consortium of physician practices, led by Dr. Wendy Stern, we will fast track development and construction of the medical office building, potentially breaking ground by late 2007 or early 2008.

The Mitchell/Sawyer Partnership has concluded that it is to soon to speculate on the timing of Phases II and III. The team is committed to development of the site in a manner consistent efficient deployment of human and capital resources. We propose this development predicated on a growing, sustainable Southeastern Massachusetts regional economy and a continuous, productive and collaborative working relationship with the City of New Bedford.

Real Estate Development / Consulting 167

168 Start Finish 2007 2008 Activity Name Date Date Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Public Disposition ... Proposal 2/16/07 2/16/07 Submission Evaluation Period 2/16/07 3/11/07 Developer 3/12/07 Designation

Land Acquisition... Negotiations Private 3/12/07 5/11/07 Land Negotiations Public 3/12/07 5/11/07 Land Due Diligence 3/12/07 5/11/07 Public/Private Land Close Private Land 5/12/07 Close Public Land 5/12/07

Community Participation Form PAC 3/12/07 4/30/07 PAC Kick-off Meeting 4/30/07

Master Plan Design 3/12/07 9/11/07 Process

Site Development 8/15/07 12/14/07 Permitting Process

Phase I Development Untitled0 0 2 0 0 0 6 0 0 0 0 3 0 1 3 0 0 0 0 2 0 0 0 0 0 0 0 0 4 0 0 0 1 0 0 0 0 4 0 1 0 0 0 0 0 2 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

169 2009 Jan Feb Mar Apr May Jun Jul Aug

0 0 0 0 0 0 0 4 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 Jan Feb Mar Apr May Jun Jul Aug

170 Start Finish 2007 2008 Activity Name Date Date Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Environmental Site 5/11/07 1/10/08 Remediation Design Medical 4/15/07 12/14/07 Office Building (MOB) Design Supermarket 4/15/07 11/14/07 Design Mill 4/15/07 4/14/08 Conversion Retail Leasing 6/15/07 10/30/08 PAC Design Review 6/12/07 PAC Design Review 8/14/07 PAC Design Review 10/16/07 PAC Design Review 12/11/07

Project Financing All Projects 9/15/07 11/14/07

Construction Bid MOB 8/15/07 10/14/07 Contractor Selection 10/15/07 Supermarket 8/15/07 10/14/07 Contractor Selection 10/15/07 Fairhaven Mill 12/15/07 2/13/08 Contractor Selection 2/15/09

Construction Phase I Early Start MOB 10/15/07 10/21/08 Occupancy MOB 10/1/08 11/1/08 Supermarket 10/29/07 8/28/08 Construction Untitled0 0 2 0 0 0 6 0 0 0 0 3 0 1 3 0 0 0 0 2 0 0 0 0 0 0 0 0 4 0 0 0 1 0 0 0 0 4 0 1 0 0 0 0 0 2 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

171 2009 Jan Feb Mar Apr May Jun Jul Aug

0 0 0 0 0 0 0 4 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 Jan Feb Mar Apr May Jun Jul Aug

172 Start Finish 2007 2008 Activity Name Date Date Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Occupancy 8/29/08 9/30/08 Supermarket Mill Construction 2/15/08 2/15/09 Residential 2/15/09 8/16/09 Occupancy Retail Occupancy 2/15/09 6/16/09 Office Occupancy 2/15/09 8/16/09 PAC Review 3/15/08 PAC Review 9/15/08 PAC Review 3/15/09

Completion Phase I 9/1/09 Untitled0 0 2 0 0 0 6 0 0 0 0 3 0 1 3 0 0 0 0 2 0 0 0 0 0 0 0 0 4 0 0 0 1 0 0 0 0 4 0 1 0 0 0 0 0 2 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

173 2009 Jan Feb Mar Apr May Jun Jul Aug

0 0 0 0 0 0 0 4 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 Jan Feb Mar Apr May Jun Jul Aug

174 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

XI. k.-p. Acknowledgement of the Solicitation Requirements & Certifications

Acknowledgement of the solicitation requirements

Mitchell/Sawyer Partnership, LLC, acknowledges the requirements set forth in this solicitation and has submitted all pertinent affidavits to fulfill these requirements.

Tax compliance certification

Please refer to the Appendix for “Attachment B”: Commonwealth of Massachusetts Individual Certificate of Tax Compliance.

Real Estate Development / Consulting 175

CERTIFICATE OF RESPONSIBILITY

In connection with the Request for Proposals/Fairhaven Mills Sawyer District , New Bedford, Massachusetts, #924, being submitted herewith on behalf of Mitchell/Sawyer Partnership, LLC, the undersigned hereby certifies that it or, if applicable, its nominee or designee taking title to the property, shall use diligent good faith efforts from and after the acquisition closing to remediate any hazardous materials located on the property consistent with M.G.L. Ch. 21E and the regulations promulgated thereunder.

Dated: February 16, 2007

MITCHELL SAWYER PARTNERSHIP, LLC

By: ______Name: L. Duane Jackson Title: Manager

GSDOCS\1696586.1 CITY OF NEW BEDFORD – FAIRHAVEN MILLS SAWYER DISTRICT // 2.15.07

URBAN 257 Roxbury St. 617.427.1600 INVESTMENT Boston, MA 617.427.6222 fax ASSOCIATES, INC. 02119-1527 [email protected]

RE: Section V, page 139 of the proposal:

19. Proposed transaction terms.

Notwithstanding the provisions of the Request for Proposal, this proposal is expressly subject to and conditioned upon the following:

a. If Buyer and the City of New Bedford are not able to come to agreement on the terms of a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) within thirty (30) days after selection of Buyer’s proposal, Buyer shall have the right to withdraw its bid and receive a full refund of its 5% bid deposit. b. Buyer shall have a due diligence period of One Hundred and Twenty (120) days from the date of execution of the Purchase & Sale Agreement to review and inspect, at its sole cost and expense, all aspects of the Property. Buyer will have the right to terminate the Purchase & Sale Agreement by written notice given prior to the end of the due diligence period if it is not satisfied with the results of its due diligence investigations for any reason, in its sole discretion. In the event of such a termination, all of the deposits, and interest accrued on deposits, will be promptly returned to Buyer. c. Buyer’s obligation to close on the acquisition of the property will be contingent on (i) Buyer’s ability acquire the adjacent privately owned parcels included in the proposed development plan; (ii) receipt of all necessary local, state and federal permits and approvals for the proposed project and (iii) receipt of any required public subsidies for the project, including without limitation, historic tax credits, New Market Tax credits and any tax increment financing required. If the above conditions in items (i)-(iii) above are not satisfied, Buyer will be entitled to terminate the P&S Agreement and receive a refund of its deposits. d. The closing date will be 120 days after satisfaction of all of the above term and conditions, but in no event later than 24 months after execution of the Purchase and Sale Agreement.

20. Financial offer.

The purchase price for the property will be one million dollars ($1,000,000), payable in cash at closing.

Real Estate Development / Consulting Total Development RetailResidential Office Hotel Parking Cost (Not Including FAIRHAVEN MILLS Land) GSF GSF Units GSF GSF Rooms Spaces

Phase I Existing Mill A 42,000 126,000 105 Existing Mill B 15,000 15,000 $35,771,717 Existing Mill C 6,400 Retail E - Supermarket 64,000 $7,071,583 MOB / Pharmacy 10,000 122,000 $27,381,193 At grade parking 802 $6,723,155

Phase II New Hotel G 59,700 100 $10,308,108 New Parking Structure 2,500 852 $17,969,624 New Housing A 9,600 10 New Housing B 11,400 6 New Housing C 11,400 6 $11,953,145 New Housing D 11,400 6 New Housing E 9,600 10

Phase III Structured Parking 348 $7,339,706 Retail 20,000 $27,835,246 Residential (1500 SF/Unit) 110,000 73 TOTAL 159,900 289,400 216 137,000 59,700 100 2,002 $152,353,477 Real Estate Advisers LLC

Thomas G. Dudeck Executive Vice President

f (860) 368-2819 Direct Line f (860) 368-2828 Facsimile

February 15,2007

L. Duane Jackson President Urban Investment Associates, Inc. 257 Roxbury Street Boston, Massachusetts 02 119

RE: Fairhaven Mill Redevelopment Project Fairhaven Mill Sawyer District No. 924

Dear Duane,

I am pleased to confirm the willingness of Cornerstone Real Estate Advisers LLC to participate as a member of the MitchellISawyer Partnership, LLC, providing equity for the proposed mixed-use development associated with the Request for Proposals for the Fairhaven Mill Redevelopment Project.

Our offer to provide equity is subject to the development team's successful designation as developer for the City of New Bedford's parcels and conclusive negotiations with the consortium of owners of the privately held contiguous parcels. Our commitment is also subject to an internal review of the proposed financial structure for the respective components of the project and our determination of the projects ability to meet the threshold return requirements for projects of this type. Cornerstone is a registered investment adviser with in excess of $8 billion of assets under management and has capital available to consummate this transaction.

On behalf of the acquisition and asset management team here at Cornerstone, we look forward to developing this project with you and City of New Bedford. We are prepared to bring the full breadth of our experiences and influence in the market to facilitate successful completion of this project.

Sincerely,

Cornerstone Real Estate Advisers LLC

Thomas G. ~udGk

180 Glastonbury Boulevard Suite 401 Glastonbury, CT 06033

PROPOSED TERMS & CONDITIONS

Whaler’s Landing, LLP $15,000,000 Construction Secured Loan February 15, 2007

THESE PROPOSED TERMS AND CONDITIONS ARE PROVIDED FOR DISCUSSION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER, AGREEMENT OR COMMITMENT TO LEND. THE ACTUAL TERMS AND CONDITIONS UPON WHICH CENTURY BANK & TRUST COMPANY (THE "BANK") MIGHT EXTEND CREDIT TO WHALER’S LANDING, LLP (THE “BORROWER”) ARE SUBJECT TO SATISFACTORY COMPLETION OF DUE DILIGENCE, CREDIT APPROVAL, SATISFACTORY REVIEW OF DOCUMENTATION AND SUCH OTHER TERMS AND CONDITIONS AS ARE DETERMINED BY THE BANK AND ITS COUNSEL.

Borrower: Whaler’s Landing, LLP

Credit Facility: A construction secured loan with a principal balance not to exceed $15,000,000

Commitment Amount: Up to $15,000,000.00 (the bank will also seek to syndicate financing to exceed the $15,000,000 level)

Underwriting Fee: 1%

Use of Proceeds: To purchase subject property and finance construction cost.

Closing Date: Mutually agreeable

Amortization: N/A

Maturity Date: 2 years from closing

Security: The security for the loan will include first priority real estate mortgage on subject property, and assignment of rents and leases and licenses and permits with respect to real property and a security interest in all personal property of the Borrower.

Page 1 Interest Rate: Prime floating

Monthly Payments: Monthly payments of interest only

Appraisal: Required Conditions Precedent: Usual and customary in transactions of this type, including without limitation, the following:

Completion of customary due diligence; Satisfactory documentation of the Terms and Conditions outlined herein, including without limitation usual and customary representations and warranties, Opinion of Borrower’s counsel, affirmative and negative covenants, and events of default. Environmental report (21E)

Reporting Requirements: Periodic financial reporting, including, but not limited to, the following:

Annual audits prepared by a CPA firm acceptable to the Bank, due within 120 days of fiscal year end; Quarterly management prepared statements. Annual projections

Financial Covenants: To be determined

Other Terms and Conditions: Borrower will pay all reasonable fees and expenses incurred by the Bank, whether or not the Credit Facility closes. The Bank would be willing to provide an estimate prior to documentation. The Borrower will maintain its primary operating accounts with the Bank.

Expiration: The terms and conditions outlined herein shall expire April 2, 2007, unless extended by the Bank.

Acceptance: We hereby agree to the terms and conditions outlined herein and request that the Bank move forward with its formal credit approval process.

By: ______By: ______

Whaler’s Page 2

Submitted By: ______Gerald Algere Senior Vice President

Whaler’s Page 3