DEVELOPMENT OF REGIONAL IMPACT DECISION

Project: Woods Hole Oceanographic Institution – New Quissett Facility ( Commission File No. 19022) Applicant/Owner: Woods Hole Oceanographic Institution c/o Eliza Cox, Esq., Nutter, McClennen & Fish LLP 1471 Iyannough Rd., P.O. Box 1630, Hyannis, MA, 02601 Project Site/Location: Quissett Campus, 360 Woods Hole Road, Falmouth (Woods Hole), MA 02543 Title Reference: Land Court Certificate Numbers 94908 and 44053 Lot A, LCP 13436-A | LCP 10087-A; Lot B, LCP 5438-C | Lot 6, LCP 5348-I Assessors Info: 50/04/00F/000 | 50/06/009/00A | 50/06/006/000 Date: ______, 2019

SUMMARY The Cape Cod Commission grants Development of Regional Impact approval, with Conditions, for the Woods Hole Oceanographic Institution’s New Quissett Facility, a project to construct a building, parking lot, equipment testing/storage area, and associated site improvements on the Woods Hole Oceanographic Institution’s Quissett Campus in Woods Hole.

FINDINGS The Cape Cod Commission (“Commission”) hereby finds and determines as follows: PROPOSED PROJECT F1. Woods Hole Oceanographic Institution (“WHOI”; “Applicant”) proposes “WHOI – New Quissett Facility,” a development of a 4.09-acre undeveloped site (“Project Site”) on WHOI’s 123.6-acre Quissett Campus addressed as 360 Woods Hole Road, Falmouth (Woods Hole), MA 02543 (“Property”) for a project consisting of the proposed construction of: a 3-story building with an approximately 20,000 sq. ft. footprint, parking lot, equipment testing/storage area, and associated site improvements (collectively, the “Project”; “NQF”). F2. The Property is owned in fee simple by WHOI, a nonprofit educational corporation based in Woods Hole, MA. F3. The proposed NQF building totals approximately 50,000 sq. ft. gross floor area. The first floor of the building totals 20,000 sq. ft. The second and third floors are each approximately 14,750 sq. ft. The total square footage of the rooftop access vestibule (which includes an elevator/stairway landing area but no permanently occupied space) and rooftop air handling unit space is approximately 500 sq. ft. F4. According to updated rendered building elevations dated 9/12/19, the height of the proposed NQF building is 3 stories/50 ft., not including the rooftop access vestibule and air handling unit space. F5. The proposed NQF building is set back approximately 822 ft. from Woods Hole Road, approximately 1,200 ft. from Oyster Pond Road, and approximately 619 ft. from the closest residential abutter.

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F6. WHOI’s Quissett Campus currently houses research and educational facilities, laboratories, and administrative offices in multiple buildings connected by an internal road network. F7. The NQF building will house WHOI’s Rigging Group (which will be relocated from WHOI’s Village Campus), a new Advanced Vehicle and Sensing Technologies (“AVAST”) incubator and innovation group, a fabrication lab, assembly areas, program offices, project workrooms, small meeting rooms, café-style seating in the so-named “Social Hub,” and a large conference room for events. F8. The NQF building includes double-height working spaces for the Rigging Group and the AVAST program. Overhead coiling doors will provide direct access to the exterior paved yard adjacent to the building, which will be used for testing and storage of research equipment. F9. Approximately 34,000 sq. ft. of the NQF building is proposed to be immediately fit out and occupied upon completion. The remaining area will be shell space used to temporarily relocate groups and departments from throughout WHOI’s campuses in order to address deferred maintenance on and improvements to existing facilities in a cost-efficient and effective manner. Once the shell space has served its facility relocation purpose, it will be used for the likely future expansion of AVAST incubator projects and research opportunities. COMMISSION JURISDICTION F10. The Project requires mandatory Development of Regional Impact (“DRI”) review pursuant to Section 3e of the Commission’s Chapter A: Enabling Regulations Governing Review of Developments of Regional Impact (“Enabling Regulations”), as revised April 2018, as it proposes new construction of a building with a gross floor area greater than 10,000 sq. ft. for private office and private educational purposes. PROCEDURAL BACKGROUND F11. WHOI’s Quissett Campus has been the subject of prior Commission Decisions (2001, 2004, and 2011). F12. The Applicant submitted a DRI application to the Commission for the Project on 7/16/19 (which included 22 exhibits, inclusive of site and architectural plan sets). The Applicant submitted supplemental application materials in August, September, and October 2019. F13. The Commission received a mandatory DRI referral for the Project from Thomas Bott, Falmouth Town Planner, on behalf of the Town of Falmouth (“Town”) Planning Department on 8/30/19. F14. A DRI Subcommittee (“Subcommittee”) held a substantive public hearing on the Project in Falmouth on 10/7/19, which hearing opened the DRI hearing period. Commission staff prepared a staff report on the Project, dated 10/1/19, in advance of such hearing. On 10/7/19, the Subcommittee continued the hearing on the Project to the meeting of the Cape Cod Commission on 11/14/19. F15. The Subcommittee met on 10/28/19 to formulate its recommendation on the Project to the full Commission and review supplemental materials submitted by the Applicant since the 10/7/19 hearing. At its meeting, the Subcommittee directed Commission staff to prepare a draft written DRI Decision that would approve the Project, with Conditions, for further consideration by the full Commission. F16. The full Cape Cod Commission held a continued hearing on the Project at its meeting on 11/14/19, and after the conclusion of the hearing voted to [adopt the draft written DRI Decision and approve the Project, with Conditions, as recommended by the Subcommittee]. DEVELOPMENT OF REGIONAL IMPACT REVIEW STANDARDS F17. Section 7(c)(viii) of the Commission’s Enabling Regulations contains the standards to be met for DRI approval, which include consistency with the Cape Cod Commission Act, the Cape Cod Regional Policy Plan (“RPP”), Districts of Critical Planning Concern (“DCPC”) implementing regulations (as applicable), municipal development bylaws, and any Commission-certified Local Comprehensive Plan (“LCP”) (as applicable). The Commission must also find that the probable benefit from the Project is greater than the probable detriment.

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MUNICIPAL DEVELOPMENT BYLAWS, LCP, AND DCPC CONSISTENCY REVIEW F18. The Town of Falmouth’s most recent LCP was completed in 2016; this LCP has not been certified by the Commission. F19. The Project is consistent with municipal development bylaws, subject to the Applicant obtaining all necessary municipal development permits. F20. The Project involves a nonprofit, educational use, which affords it special zoning status under Section 3 of the State Zoning Act, MGL Chapter 40A, and town zoning bylaw, including with respect to any zoning relief deemed necessary. F21. The Applicant anticipates needing the following local reviews, actions, permits, licenses, and/or approvals for the Project: Town of Falmouth Planning Board – Site Plan Review and Town of Falmouth Building Department Building Permit/s. F22. The Commission received correspondence from Falmouth Town Planner Thomas Bott on 9/12/19 and from Assistant Town Planner Corey Pacheco on 9/16/19 which address the Project’s consistency with the Town’s municipal development bylaws and LCP, as well as required local permits, licenses, and approvals. F23. The Project is consistent with the Town’s LCP. The Project will fulfill certain policy objectives of the LCP, including in the areas of land use, economic sustainability, coastal resiliency, and energy. Specifically, one of the LCP’s economic sustainability goals states, in part, that the Town “shall enhance well- established sectors of the local and regional economy and encourage emerging sectors in order to increase the economic opportunities available to residents.” The third LCP economic sustainability policy states that the Town “shall promote educational partnerships to invest in a strong future labor force and to remain open to new ideas.” F24. The Project is consistent with local zoning. The Zoning District for the Project is Public Use. Zoning for Public Use allows educational and research institutions as Permitted Community Service Uses (§240-30). In a Public Use District, permitted accessory uses include “accessory science and technology research and development” as detailed in §240-32F. F25. The Project meets minimum lot area, frontage, setback, and parking requirements. F26. There are no DCPC implementing regulations applicable to the Project. CAPE COD REGIONAL POLICY PLAN CONSISTENCY REVIEW F27. The Commission reviewed the Project relative to the 2018 RPP and companion Technical Bulletins, which were those in effect at the time the Commission commenced substantive hearing on the Project. F28. Per Section 9 of the 2018 RPP, the Commission determines the Project’s consistency with the Cape Cod Commission Act and RPP by determining whether the Project is consistent with the goals and objectives in Section 6 of the 2018 RPP, as particular goals and objectives are deemed applicable, material, and regionally significant relative to the Project. The companion Technical Bulletins elaborate and interpret the RPP’s goals and objectives. F29. Under the 2018 RPP and companion Technical Bulletins, based on the Project’s location on the Quissett Campus and the surrounding development context, the Project’s Placetype is Suburban Development Area. This Placetype encompasses a range of land uses, from residential neighborhoods to automobile- oriented commercial and light industrial development. F30. The following goals and objectives from the 2018 RPP, as discussed below, are those applicable, material, and regionally significant relative to the Project and are thus subject to the Commission’s RPP consistency review: Water Resources goal and objectives WR1, WR3, and WR4; Wetland Resources goal and objective WET1; Wildlife and Plant Habitat goal and objectives WPH1, WPH3, WPH4, and WPH5; Open Space goal and objectives OS1, OS2, and OS3; Community Design goal and objectives CD1 and CD2; Transportation goal and objectives TR1 and TR2; Energy goal and objectives EN1, EN2, and EN3; Waste Management goal and objective WM1; Cultural Heritage goal and objectives CH1, CH2, and CH4; and Economy goal and objectives EC1, EC2, EC3, EC4, and EC5.

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Water Resources F31. The Water Resources goal of the RPP is to maintain a sustainable supply of high-quality untreated drinking water and protect, preserve, or restore the ecological integrity of Cape Cod’s fresh and marine surface water resources. The Water Resources objectives that are applicable, material, and regionally significant relative to the Project are: to protect and preserve groundwater quality (WR1); to protect, preserve, and restore marine water resources (WR3); and to manage and treat stormwater to protect and preserve water quality (WR4). F32. The Project is not located within a Wellhead Protection Area (Zone II) or a Potential Public Water Supply Area. F33. The Project wastewater will be treated at the existing wastewater treatment facility on WHOI’s Quissett Campus, which both satisfies the site-wide nitrogen loading requirement and avoids negative impacts to drinking water wells. F34. The Project will be served by Falmouth town water and does not propose any direct groundwater withdrawals. Groundwater discharges associated with the existing wastewater treatment facility are regulated under an existing groundwater discharge permit and prior Commission Decisions. F35. The Applicant anticipates amending the existing wastewater treatment facility’s groundwater discharge permit with the Massachusetts Department of Environmental Protection for the Project. F36. The Project is not located within a Freshwater Recharge Area. F37. A small portion of the Project Site is located within the Oyster Pond watershed, a Marine Water Recharge Area (“MWRA”), however the development as proposed does not extend into the MWRA and is not expected to contribute nitrogen to the MWRA. The remainder of the Project Site is in an area where groundwater discharges directly to Nantucket and nitrogen impairment is not a concern. F38. WHOI has an existing, comprehensive emergency management and spill response plan in place which addresses emergency and spill response procedures Campus-wide, and in particular, establishes best practices for the handling, management, and storage of hazardous materials and wastes sufficient to protect the public health and the environment in the case of a release; this plan will be updated to incorporate the operations of the NQF building. F39. The Applicant has designed a stormwater system that uses a combination of bioretention, subsurface infiltration, and the topography surrounding a pre-existing kettle hole depression to appropriately handle the runoff associated with the Project, such as from pavement and roofs, and to provide the required water quality treatment and storage volumes necessary to accommodate both more frequent, low intensity rainfall events and less frequent, higher intensity storms. Wetland Resources F40. The Wetland Resources goal of the RPP is to protect, preserve, or restore the quality and natural values and functions of inland and coastal wetlands and their buffers. The Wetland Resources objective that is applicable, material, and regionally significant relative to the Project is to: protect wetlands and their buffers from vegetation and grade changes (WET1). F41. The Project’s development footprint is located outside of the 100-foot buffer to wetlands located to the west and northwest of the Project Site. F42. The Project will not result in groundwater pumping or discharge of stormwater or wastewater that would adversely affect nearby wetlands or vernal pools. Wildlife and Plant Habitat F43. The Wildlife and Plant Habitat goal of the RPP is to protect, preserve, or restore wildlife and plant habitat to maintain the region’s natural diversity. The Wildlife and Plant Habitat objectives that are applicable, material, and regionally significant relative to the Project are to: maintain existing plant and wildlife populations and species diversity (WPH1); protect and preserve rare species habitat, vernal pools, 350- foot buffers to vernal pools (WPH3); manage invasive species (WPH4); and promote best management practices to protect wildlife and plant habitat from the adverse impacts of development (WPH5). F44. The Project is sited to avoid impacts to the more sensitive natural resource areas on the Quissett Campus. WHOI – New Quissett Facility, Falmouth, MA ‒ Cape Cod Commission File No. 19022 Development of Regional Impact Decision ‒ November 2019 ‒ Page 4 of 14

F45. The Project’s development footprint is located outside of the 350-foot buffers to the vernal pools located to the west and northwest of the Project Site. F46. The limit of work extends a short distance into one of the 350-foot vernal pool buffer areas near the Ring Road; the Applicant proposes to minimize temporary impacts by using construction fencing and to revegetate with native species following construction. F47. The Project Site is not mapped as BioMap2 core habitat or as a Key Site under the State Wildlife Action Plan. F48. The Project Site is mapped by the Commonwealth for rare species habitat, but the Applicant has provided a letter dated 6/19/19 from the Natural Heritage and Endangered Species Program (“NHESP”) indicating that the proposed development will not result in a prohibited “take” of rare species. F49. The Applicant has proposed to employ an Eastern Box Turtle Protection Plan during construction to help ensure that the species will not be adversely affected during development activities and has filed with NHESP to obtain approval for said plan. F50. The Applicant has committed to employing silt fencing to protect wildlife and minimize impacts to existing habitats outside of the Project Site during construction. F51. The Natural Resources Inventory (“NRI”) prepared by LEC Environmental Consultants, Inc. on behalf of the Applicant did not identify any uniquely important habitat features within the proposed limit of work. F52. Large areas of undeveloped and/or protected land will remain to the west of the Project Site. The NRI does not anticipate long-term significant impacts to local wildlife populations, which will continue to utilize the unfragmented oak-pine upland forest habitat on the Quissett Campus. F53. According to the NRI, there do not appear to be many invasive species on the Project Site currently. The Applicant has committed to employing best management practices to avoid the introduction and/or spread of invasive species during construction. F54. Open space contiguous to existing conserved areas, including ecologically significant undisturbed land within the 350-foot vernal pool buffer, will be protected in perpetuity by the Applicant to mitigate development impacts. Open Space F55. The Open Space goal of the RPP is to conserve, preserve, or enhance a network of open space that contributes to the region’s natural and community resources and systems. The Open Space objectives that are applicable, material, and regionally significant relative to the Project are to: protect and preserve natural, cultural, and recreational resources (OS1); maintain or increase the connectivity of open space (OS2); and protect or provide open space appropriate to context (OS3). F56. The Project is designed to minimize impacts to habitat and fragmentation of open space through siting adjacent to the existing Ring Road, a 3-story building design which minimizes the development footprint, and a configuration which takes into account the constraints of topography. F57. The Project is located within the Suburban Development Area Placetype, resulting in an open space mitigation requirement equivalent to the total disturbed area for the Project, or 4.09 acres. The Applicant proposes to meet this requirement by permanently protecting 4.1 acres of ecologically significant, high- quality open space on the Quissett Campus, contiguous to existing areas on the Property permanently protected for conservation and open space purposes. F58. The Town of Falmouth, acting by and through its Conservation Commission, is the grantee for the existing Conservation Restrictions on the Quissett Campus and is the intended grantee for the additional Conservation Restriction(s). Community Design F59. The Community Design goal of the RPP is to protect and enhance the unique character of the region’s built and natural environment based on the local context. The Community Design objectives that are applicable, material, and regionally significant relative to the Project are to: promote context-sensitive

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building and site design (CD1) and minimize the amount of newly disturbed land and impervious surfaces (CD2). F60. Significant expanses of forested land exist between the NQF and Woods Hole Road, Oyster Pond Road, and abutting properties which will buffer visual impacts. The Aerial Site Plan and Section dated 9/12/19 indicates that, based on the distance from roads and height of the dense forest buffer, the Project will not be visible from Woods Hole Road, Oyster Pond Road, and abutting properties. F61. The Project is not within an area with a predominant or distinctive architectural style. The Applicant proposes a contemporary design with a flat roof and modern exterior building materials. F62. The proposed exterior lighting, as depicted on the photometric plan, is designed to be dark sky compliant. F63. Native plant species will be planted within the disturbed portions of the Project Site surrounding the aquatic vehicle storage/testing and parking areas. An outdoor patio area adjacent to the building will also incorporate native plants and boulders re-used from the Project Site. F64. The Town of Falmouth Building Commissioner has determined that a minimum of 120 parking spaces are required for the Project under the Falmouth Zoning Bylaw. The Applicant is proposing to construct 90 parking spaces, with 30 spaces to be held in “reserve” but not constructed as per the parking reduction provisions of the Falmouth Zoning Bylaw. The reduction in constructed spaces reduces the amount of impervious and disturbed area proposed on-site. F65. The Applicant maintains that there would be challenges to use of a pervious pavement alternative: the heavy point load of tractor trailers and equipment operating within the Project Site; topography; and pervious surface durability and maintenance challenges/costs, especially due to it being a working yard. The Applicant maintains that the amount of impervious pavement proposed is necessary to accommodate and separate vehicular traffic from emergency vehicles, trucks, and tractor trailers at the Project site. Transportation F66. The Transportation goal of the RPP is to provide and promote a safe, reliable, and multi-modal transportation system. The Transportation objectives that are applicable, material, and regionally significant relative to the Project are: to improve safety and eliminate hazards for all users of Cape Cod’s transportation system (TR1) and to provide and promote a balanced and efficient transportation system that includes healthy transportation options and appropriate connections for all users (TR2). F67. According to the Transportation Impact Assessment (“TIA”) prepared by VHB, Inc. dated 7/9/19, the Project is expected to be a relatively low traffic generator with approximately 27 new vehicle trips during the weekday morning peak hour and approximately 26 new vehicle trips during the weekday evening peak hour. The Project trip generation analysis was developed based on estimates from the Institute of Transportation Engineers’ (“ITE”) Trip Generation, 10th Edition for ITE Land Use Code (“LUC”) 760 (Research and Development Center), based on an estimated 67 future employees when the NQF building is fully occupied. F68. Based on a review of the TIA, the new vehicle trips associated with the Project are insignificant in comparison to the existing traffic volumes on Woods Hole Road. The NQF is expected to be a low traffic generator and does not trigger the review thresholds to require off-site congestion analysis or mitigation. F69. The Project will allow some of the existing operations at WHOI’s Village Campus to be relocated to the Quissett Campus. Based on current planning, approximately 9 employee daily vehicle trips and 4-6 daily truck trips will be relocated from the often-congested Woods Hole Village area to the Quissett Campus. F70. Based on the TIA, adequate sight distance is provided at the existing Quissett Campus driveway location on Woods Hole Road. There is no significant crash history at this existing driveway location. F71. Transportation Demand Management (“TDM”) measures currently in place on the Quissett Campus include a bicycle loan program, access to ridesharing options, and shuttle service. Transit service is provided to the Quissett Campus during the summer months by the CCRTA WHOOSH Trolley and in the off-season by the CCRTA Sealine route. The nearby Shining Sea Bikeway provides bicycling connections WHOI – New Quissett Facility, Falmouth, MA ‒ Cape Cod Commission File No. 19022 Development of Regional Impact Decision ‒ November 2019 ‒ Page 6 of 14

between the Quissett Campus and Woods Hole, as well as opportunities for employees to commute to work by bike. F72. The following additional TDM measures will be implemented to further promote healthy transportation and to offset single occupancy vehicle trips to/from the Quissett Campus: secure indoor bicycle storage and shower facilities in the NQF building; a new shuttle stop for the NQF; and the construction of crosswalks and walkways, as shown on the revised site plan dated 10/24/19, which support the safe movement of pedestrians and bicyclists within and through the Project Site. The Applicant should periodically evaluate the relative successes of its TDM program; Commission staff are available for consultation and technical guidance in TDM program administration. F73. Through the DRI review process, the proposed sidewalk has been relocated from the inside to the outside of the Ring Road and the proposed crosswalk has been relocated from a curved section of the Ring Road near the NQF site driveway to a straighter and flatter section in the vicinity of the Clark Lab, as shown on the revised site plan dated 10/24/19. These site improvements support the safe movement of pedestrians and bicyclists between the NQF building and other buildings/facilities on the Quissett Campus. F74. The TIA identified existing obstructions that may conflict with sight lines for the proposed NQF site driveway, including trees, shipping containers/equipment, and tall brush. The Applicant will maintain these areas to provide clear sight lines as articulated in supplemental materials submitted on 8/27/19. The Commission suggests that the Town, in its local permitting, may want to consider formalizing internal site circulation safety measures such as existing obstruction removal and vegetation maintenance to improve/maintain NQF site driveway sight lines in order to ensure the safety of all roadway users. Energy F75. The Energy goal of the RPP is to provide an adequate, reliable, and diverse supply of energy to serve the communities and economies of Cape Cod. The Energy objectives that are applicable, material, and regionally significant relative to the Project are to: support renewable energy development that is context-sensitive (EN1); increase resiliency of energy generation and delivery (EN2); and minimize energy consumption through planning and design (energy efficiency and conservation measures) (EN3). F76. WHOI has demonstrated an institution-wide, as well as a Project-specific, commitment to energy conservation and efficiency, renewable energy generation, and sustainability. F77. The Project integrates planning and design elements to minimize energy consumption, including: sun- shading devices on the building’s exterior to lower interior cooling requirements; demand control and/or mechanized heating, cooling, and ventilation systems for optimal equipment controllability; energy- efficient mechanical equipment; a radiant slab heating system in the AVAST high area to reduce overall heating energy needs; a layer of pre-fabricated insulation integrated into the building skin of the first-floor exterior panels; and low-wattage interior lighting fixtures with daylight sensors. F78. The Applicant proposes to increase the NQF’s energy resiliency by locating utilities underground and by installing a natural gas standby generator to provide power to heating systems and egress lighting during any interruption of primary service. F79. WHOI currently has rooftop solar installations on two of the existing Quissett Campus buildings – McLean Lab (42 kW system) and Fye Lab (127 kW system). According to the Applicant, rooftop mechanical/air handling equipment and the age/condition of building roofs preclude the installation of rooftop solar on many existing buildings. F80. The NQF building’s upper roof is designed for future photovoltaic array installation encompassing 45% of the roof area. Although the Project does not include solar panels at the time of construction, the Applicant maintains that making the building solar-ready will allow for cost-efficient panel installation as funding becomes available, facilitating future onsite renewable energy generation expansion. F81. The Applicant states that it has completed numerous energy models focused on reduction of its total energy footprint throughout WHOI’s campuses which have resulted in implementation of projects totaling over $500,000/year for the last several years. A third-party energy consultant has recommended that WHOI focus its efforts on funding off-site solar projects which result in the largest net change to WHOI – New Quissett Facility, Falmouth, MA ‒ Cape Cod Commission File No. 19022 Development of Regional Impact Decision ‒ November 2019 ‒ Page 7 of 14

WHOI’s renewable energy impact. As such, off-site solar is the largest renewable energy contributor at WHOI, with renewable energy supplied by Community Solar Farms at five locations in Massachusetts. To-date, WHOI’s portions of off-site solar projects have generated over 4 million kWh of energy, reducing WHOI’s overall carbon footprint. Waste Management F82. The Waste Management goal of the RPP is to promote a sustainable solid waste management system for the region that protects public health, safety, and the environment and supports the economy. The Waste Management objective that is applicable, material, and regionally significant relative to the Project is to: reduce waste and waste disposal by promoting waste diversion and other Zero Waste initiatives (WM1). F83. The Applicant states that it will properly manage construction and demolition waste and recycling in a manner consistent with WHOI’s existing principles and waste management program, which comply with applicable state and federal waste laws. Steps will be taken to reduce waste and maximize onsite recycling of materials during construction. Local recycling and reprocessing facilities will be utilized wherever possible to limit trucking and reduce the carbon footprint associated with material handling. F84. WHOI participates in a program to recycle hard-to-recycle items. Any materials not able to be recycled or processed for reuse will be disposed of in accordance with all applicable regulations. F85. Off-site trucking of soil, stone, and/or gravel present on the Project Site will be limited or potentially eliminated. Materials requiring removal will be transported to local facilities for reuse/repurposing where feasible. F86. During construction, WHOI supports a paperless site; field staff will be required to eliminate the use of paper wherever possible by utilizing digital and electronic plans, specifications, and correspondence. F87. The Project will utilize building materials/furniture/fixtures that minimize VOC use, reducing chemicals in production/products, improving indoor air quality, and supporting cleaner facility operation. F88. WHOI will apply its existing Campus-wide waste facilities operations and procedures, including programs, policies, and strategies focused on waste reduction, repurposing, and recycling, to the Project when constructed and occupied. Cultural Heritage F89. The Cultural Heritage goal of the RPP is to protect and preserve the significant cultural, historic, and archaeological values and resources of Cape Cod. The Cultural Heritage objectives that are applicable and material to the Project are to: protect and preserve forms, layouts, scale, massing, and key character-defining features of historic resources, including traditional development patterns of villages and neighborhoods (CH1); protect and preserve archaeological resources and assets from alteration or relocation (CH2); and protect and preserve traditional agricultural and maritime development and uses (CH4). F90. The Project is located outside of historic areas and cultural landscapes. It is also sited far from historic structures on the Quissett Campus, so it is unlikely to adversely impact them. F91. The Applicant states that some existing uses will be relocated from the Woods Hole Village Campus to the Project Site to better accommodate traditional water-dependent and maritime uses at WHOI’s waterfront property; existing research-related maritime uses/activities will remain in place at WHOI’s Woods Hole dock facilities. F92. The Applicant provided Massachusetts Historical Commission (“MHC”) comments dated 3/7/18 that indicate that the Project is unlikely to affect significant archaeological or historic resources. F93. An Intensive Archaeological Survey of WHOI’s Quissett Campus was completed in 2001 by PAL, Inc. (“Consultant”) under a permit from MHC. The Intensive Archaeological Survey was required as part of the Commission’s DRI review of an internal access “Ring” road and parking lot improvement project in 2001. This report was filed with MHC. The entire Quissett Campus was assessed as part of the Intensive Archaeological Survey, including the area currently proposed for development.

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F94. The Consultant noted that the goal of the Intensive Archaeological Survey was to locate and identify any significant archaeological deposits that may be impacted by proposed or future ground-disturbing activities. When the Intensive Archaeological Survey work was completed, no significant archaeological resources were identified and no further investigations were recommended. Economy F95. The Economy goal of the RPP is to promote a sustainable regional economy comprised of a broad range of businesses providing employment opportunities to a diverse workforce. The Economy objectives that are applicable, material, and regionally significant relative to the Project are to: protect and build on the Cape’s competitive advantages (EC1); use resources and infrastructure efficiently (EC2); foster a balanced and diverse mix of business and industry (EC3); encourage industries that provide living wage jobs to a diverse workforce (EC4); and expand economic activity and regional wealth through exports, value added, import substitution, and local ownership (EC5). F96. The Project will expand the capacity of Cape Cod’s Blue Economy by providing a range of services to meet the needs of the worldwide oceanographic community. F97. The expansion of WHOI’s facilities through this Project will protect and build on Cape Cod’s competitive advantages by: contributing to advancement in the marine science, research, and technology sector; expanding the capacity of a world-renowned, regionally-based institution of higher education; and increasing regional high-wage employment opportunities. F98. By housing a new AVAST incubator and innovation group, the Project supports entrepreneurship and the development of new businesses, technologies, and/or products. F99. WHOI, the region’s second-largest employer, currently has approximately 1,000 employees; 73% are residents of Cape Cod. WHOI employees make an average of $95,000/year, well above the average annual wage for the region. Employees also receive benefits which include medical and disability, vacation and sick leave, and career advancement training opportunities. F100. WHOI estimates that the Project will result in 5-20 new full-time employees over the next five years. The Applicant notes that this estimate is subject to change depending on how the flex space is occupied and based upon the development of new marine science technologies and products; successful collaborative projects resulting from the NQF will drive new hires and growth. F101. The Applicant states that the Project will increase employment opportunities in emerging marine science and technology industry clusters, both at WHOI and through their ongoing licensing opportunities for spinoff companies (15 of which are currently located in southeastern Massachusetts and on Cape Cod). F102. Of WHOI’s current employees, 49% are based at the Village Campus, 44% are based at the Quissett Campus, and 6% are based at the North Quissett Campus (warehouse areas). This Project seeks to move non-water-dependent uses away from the Village Campus and to the Quissett Campus. Locating the Project away from the waterfront and relocating the Rigging Group from WHOI’s waterfront facilities to the NQF will increase infrastructure resiliency should a catastrophic, weather-related event occur at WHOI’s waterfront facilities. F103. The Project is strategically clustered within WHOI’s Quissett Campus to use land efficiently, connect to existing infrastructure, and avoid development within sensitive natural and historic areas. F104. WHOI’s Rigging Group supplies, maintains, and fabricates equipment and supplies for research vessels that leave from WHOI’s Woods Hole dock. Materials produced by the Rigging Group are also shipped to other institutions and purchasers beyond WHOI. F105. WHOI’s annual economic contribution was assessed through economic modeling using IMPLAN, which factored in federal and private money attracted to the state by WHOI. The modeling demonstrated that WHOI has a much larger positive economic impact on jobs beyond just its 1,000 employees. WHOI contributes an estimated $333.7M in value-added (GDP) annually to the regional economy, which will likely be positively affected by the Project. Each year, WHOI currently realizes $603.8M in business revenue and receives close to $200M in federal funding.

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F106. The Applicant is committed to using local supplies and contractors in Project construction to the greatest extent feasible and states that the Project will create dozens of full-time jobs during the 18-months of construction, with much of the workforce anticipated to be residents of Cape Cod and southeastern MA. REGIONAL BENEFITS/DETRIMENTS F107. Probable benefits of the Project identified include: • WHOI is the world’s largest private, nonprofit ocean research, science, and education organization. The Project is proposed as a technology accelerator that will offer a broad spectrum of services to meet the needs of the worldwide oceanographic community and support new and emerging technology development in the marine sciences, advancing the Blue Economy. • WHOI’s reputation attracts scientists and technical experts, federal funding, and private investment to the region. The Project aims to be a multiplier for federal and private funding and could lead to a net increase in regional economic activity. • By connecting otherwise disconnected teams of inventors/entrepreneurs, the Project aims to facilitate the invention of new technology that will revolutionize the way research is conducted throughout the world’s oceans, which will in turn enable WHOI to remain an economic driver for the region. • Project siting and design features will facilitate interactions, foster innovation, contribute to health and well-being, and provide a sense of community within a compact built environment. The Project’s location, site design, and shared infrastructure will provide programmatic and operational connectivity to — and efficiencies and synergies with — the existing Quissett Campus facilities. • A portion of the NQF building is shell space that will be used to temporarily relocate groups and departments from throughout WHOI’s campuses in order to address deferred maintenance on and improvement to existing facilities in a cost-efficient and effective manner, supporting the long-term stability and viability of WHOI’s educational and research programs. Once the shell space has served its temporary facility relocation purpose, it will be used for the likely expansion of AVAST incubator projects and research opportunities, accommodating future anticipated programmatic growth. • Siting the Project on the Quissett Campus will allow non-maritime uses to be relocated/sited away from WHOI’s working waterfront property, where water-dependent uses and activities will be concentrated. • WHOI is one of the primary employers on Cape Cod and provides high-wage employment in an innovative and knowledge-based sector of the regional economy.

CONCLUSION Based on the Findings above and subject to the Conditions set out below, the Commission further determines, finds, and concludes that: the Project is consistent with the Cape Cod Commission Act, the 2018 Cape Cod Regional Policy Plan and corresponding Technical Bulletins, and with applicable municipal development bylaws; the probable benefit of the Project is greater than its probable detriment; and the Commission hereby grants DRI approval for the Woods Hole Oceanographic Institution’s New Quissett Facility described herein.

CONDITIONS C1. This Decision shall be final when the appeal period set out in Section 17 of the Cape Cod Commission Act has elapsed without appeal (or if such an appeal has been filed, when the appeal has been finally settled, dismissed, adjudicated, or otherwise disposed of in favor of the Applicant). C2. When final and after a copy of this Decision has been recorded with the Barnstable County Registry of Deeds, this Decision shall be valid and in effect, and local development permits may be issued pursuant hereto, for a period of seven years from the date of this Decision. C3. This Decision shall be appurtenant to and run with the Property. The Decision shall bind and be enforceable against, and inure to the benefit of, the Applicant, its heirs, successors, and assigns. C4. The Applicant shall obtain all required federal, state, and local permits, licenses, and approvals for the Project. The Project’s consistency with municipal development bylaws shall be ratified and confirmed by

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the Applicant obtaining all said required local permits, licenses, and approvals for the Project. Prior to commencement of the Project, the Applicant shall provide the Commission with copies of all required local permits, licenses, and approvals for the Project. C5. The Project shall be constructed, operated, and maintained in accordance with the documents listed in Exhibit A (“Approved Project Plans”), subject to all additional Conditions of this Decision. Plans and other documents required as Conditions to this Decision shall be treated as incorporated into the “Approved Project Plans” once received, reviewed, and determined consistent with this Decision by Commission staff. See Exhibit A. C6. The Applicant shall provide a copy of this Decision and the Approved Project Plans to the Project’s general contractor prior to commencement of the Project. The Applicant shall maintain a copy of this Decision and the Approved Project Plans on the Project Site throughout Project construction. C7. Prior to and as a Condition to issuance of a building permit/s for the Project from the Town of Falmouth Building Department, the Applicant shall request and obtain from the Commission a Preliminary Certificate of Compliance; the issuance of such Preliminary Certificate of Compliance evidences that the Applicant has satisfied all Conditions in this Decision required to have been satisfied prior to the issuance of a local building permit/s. C8. Prior to and as a Condition to issuance of a Certificate/s of Use and Occupancy for the Project from the Town of Falmouth Building Department, the Applicant shall request and obtain from the Commission a Final Certificate of Compliance; the issuance of such Final Certificate of Compliance evidences that the Applicant has satisfied all Conditions in this Decision required to have been satisfied prior to the issuance of a local Certificate/s of Use and Occupancy, and shall confirm that the Project was constructed or implemented in accordance with this Decision. C9. The Applicant may request, and the Commission may issue, phased Certificates of Compliance for the Project. Pursuant to its review of the Applicant’s request for issuance of such a Certificate, Commission staff may make, and the Applicant hereby authorizes, site inspections upon reasonable notice to the Applicant. C10. The Applicant shall restrict for conservation and open space purposes in perpetuity, and in accordance with the relevant provisions of MGL Chapter 184 Sections 31 through 33, approximately 4.1 acres of open space on the Quissett Campus in two areas (“Area A” totaling 23,513 sq. ft. and “Area B” totaling 155,449 sq. ft.) contiguous to existing protected open space, as depicted on the revised plan entitled “Exhibit C – Conservation Restriction Area” dated 10/24/19. C10A. Prior to and as a Condition to issuance of a Preliminary Certificate of Compliance by the Commission, the Applicant shall provide to Commission staff for review and comment a draft of the Conservation Restriction(s) for the said land, prepared in accordance with the relevant provisions of the Commission’s Open Space Technical Bulletin, identifying a qualified and willing holder or grantee. C10B. Prior to and as a Condition to issuance of a Final Certificate of Compliance by the Commission, the Applicant shall provide to the Commission copies of the Conservation Restriction(s) recorded with the Barnstable County Registry of Deeds for the said land, as previously reviewed by Commission staff. C11. The Applicant shall obtain Natural Heritage and Endangered Species Program approval of the Eastern Box Turtle Protection Plan and provide the same to the Commission prior to and as a Condition to issuance of a Preliminary Certificate of Compliance by the Commission. C12. The Applicant shall employ best management practices to avoid the introduction of invasive species during construction, a plan for which shall be provided to the Commission in writing prior to and as a Condition to issuance of a Preliminary Certificate of Compliance by the Commission. C13. As the area of the limit of work extends a short distance into the vernal pool buffer area, the Applicant shall minimize potential impacts to this resource through the use of construction fencing and by revegetating disturbed buffer areas with native species following construction:

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C13A. Prior to and as a Condition to issuance of a Preliminary Certificate of Compliance, the Applicant shall revise and provide to Commission staff its erosion and sediment control plan to include construction fencing sufficient to prevent run-off or sedimentation of buffer areas beyond the limit of work depicted in the Approved Project Plans; and C13B. Prior to and as a Condition to issuance of a Preliminary Certificate of Compliance, the Applicant shall provide to Commission staff a written protocol to restore buffer area with native species following construction; thereafter, restoration shall occur prior to and as a Condition to issuance of a Final Certificate of Compliance by the Commission. C14. The Applicant shall provide confirmation to the Commission that WHOI’s existing comprehensive emergency management and spill response plan has been updated to incorporate the operations of the NQF building, which shall be provided prior to and as a Condition to issuance of a Final Certificate of Compliance by the Commission. C15. The Applicant shall implement the proposed Transportation Demand Management measures as set out in Findings 72 and 73 herein, which implementation shall be completed prior to and as a Condition to issuance of a Final Certificate of Compliance by the Commission.

SIGNATURE PAGE FOLLOWS

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SIGNATURE PAGE

Executed this ______day of ______2019

______Signature

______Print Name and Title

COMMONWEALTH OF MASSACHUSETTS

Barnstable, ss ______, 2019

Before me, the undersigned notary public, personally appeared ______, in his/her capacity as ______and on behalf of the Cape Cod Commission, whose name is signed on the preceding or attached document, and such person acknowledged to me that he/she signed such document voluntarily for its stated purpose. The identity of such person was proved to me through satisfactory evidence of identification, which was [ ] photographic identification with signature issued by a federal or state governmental agency, [ ] oath or affirmation of a credible witness, or [ ] personal knowledge of the undersigned.

______Notary Public My Commission Expires: ______SEAL

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EXHIBIT A

WHOI – New Quissett Facility

Approved Project Plans

[TO BE FILLED IN]

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