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Please complete the Letter of Intent (“LOI”) below by replacing words in RED FONT with your terms.

Development PROPOSAL

DEVELOPMENT PARTNER:

LAND OWNER: City of Boston (“City”). EQUITY PARTNER 1:

EQUITY PARTNER 2:

PROPERTY: Approximately 9.0 acres of a public urban plaza containing an MBTA Station and

Boston City Hall, bounded by Cambridge Street to the west and Congress Street to the east.

PROJECT NARRATIVE:

TEAM #197

Describe your team’s development proposal, including phasing, in two paragraphs or less (“Project Description”). Being one of the fastest developing cities, Boston promptly adopted and incorporated city development and economic expansion plan to address the key issues that Boston is facing today. Team #197 proposing to develop City Hall Park, mixed-used development with the concept of an inclusive community, where residents of all races, age, financial status, and demographics can live and enjoy their lives together. Centrally located to public transportation, major roads and airport, City Hall Park will offer various asset spaces within the development that will attract new industries, new jobs, and new stream of revenues for the city. This in return will make opportunity for affordable housing within the development possible. City Hall Park will be phased over 16.5 years and is planned to be completed in 4 phases. Construction of a portion of traditional/affordable apartments, office, and retail spaces will take place in Phase 1. City Hall building, Recreational Center, and retail will be developed In Phase 2. Demolition of an existing City Hall will be the beginning of Phase 3, which will follow by construction of the medical and remaining commercial offices, hotel, and luxurious condos. Finally, Phase 4 will wrap up this development by constructing additional apartments and affordable units, along with an additional retail space and community outdoor parks. Each individual Phase will follow by 12 months of stabilization period with the exception of Phase 2 which is projected to only take 3 months.

CITY OF BOSTON

PRIVATE LOCAL DEVELOPERS

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LAND VALUE: GROUND LEASE STRUCTURE: JV STRUCTURE: ADDITIONAL TERMS: DEPOSITS:

$180,447,387

Upon execution of a mutually agreeable LOI, Sponsor will make an Initial Deposit of $0.00 by wire transfer within two (2) business days. All Deposits made under this LOI, plus accrued interest, will be applied to the Sponsor’s required purchase price, capital contributions and/or ground rent payments upon the Closing Date, unless otherwise noted. All Deposits shall be held by CASE Title Insurance and Escrow Company. Please enter timing and amounts of any additional deposits (“Deposits”).

Enter additional terms for the proposed JV Structure, if applicable (“Additional Terms”).

Public/Private partnership with the city of Boston and a Private JV with a Private Equity Developer to cover remaining equity not covered by Team 197.

Terms of ground lease is to lease land from the city of Boston for 99 years, in kind, unsubordinated. Lease payment will equate to 10% of net profits for the entire life of the project.

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CLOSING DATE:

City requests that Sponsor attach the Major Assumptions Template as Exhibit A to this LOI. The purpose of this Letter of Intent is to set forth the basic business terms between City and Sponsor and is not intended to be all-inclusive. Upon acceptance of this LOI, City agrees not to market the Property or negotiate with or entertain offers from any other party regarding the sale or lease of the Property while negotiating the Development Agreement. Except with respect to the commitment set forth in the previous sentence, neither party will be bound by this LOI until such time as both parties have executed a Development Agreement, in such form acceptable to both parties in their sole and absolute discretion. If City is in agreement with the terms and conditions of this LOI, please have the appropriate individual(s) so indicate by signing in the space provided below and returning a fully-executed copy of this document on or before 11:59 PM (EST) on Sunday February 10, 2019. Agreed To and Accepted By: LAND OWNER: City By: __________________________ Name and Title: _______________ Date: _______________________ SPONSOR: TEAM # 197 By: ______________________________ Name and Title: ___________________ Date: ___________________________

All parties involved will use their reasonable efforts to enter into a mutually satisfactory Development Agreement within ninety (90) days after acceptance of the terms of this LOI by the City.

B1

B2B3

Pavillion

B4

City Hall Park

Pedestrian Flow

Mass Transit

Bicycle Parking

Faneuil Hall

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City Hall Park Site Plan

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CITY HALL PARKCITY HALL PLAZA REDEVELOPMENT

TEAM #197

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EXECUTIVE SUMMARYProject Overview

City Hall Park is envisioned as a transformational mixed-use community and urban square that is integrated with the Financial District and the histor-ic neighborhoods that surround it. The development proposes to adopt a Planned Development Area Development Plan with amendments to increase density and provide community benefits.

The goal is fulfill Boston’s 2030 vision to enhance pedestrian connections, build on existing cultural assets, and maintain a mix of affordable and market rate residential units while also providing a lucrative return for investors. Sus-tainable features such as LEED Platinum buildings is environmental responsi-ble and aligned with Boston’s vision of adapting to a changing climate

The development is poised to attract caliber employers and retailers that will create jobs and generate tax revenue for the city.

Competition

Team #197 is keenly aware of adjacent sites under development that are primary competitors, however this proposal is unique not only in its size, location and significance within Boston, but also promises to dramatically enhance the public experience.

Execution Plan

The execution of this plan begins with a partnership with the City of Boston for a ground lease, subsidies, and relief from existing zoning requirements to increase building height and site density.

Team #197 and local developers will need to form joint ventures to raise capital and develop the individual asset types. National property managers will be hired to maximize occupancies.

Team #197 will maintain total control throughout the entire development.

Conclusion

City Hall Park is aligned with the 2030 vision of Boston and its development will bring significant financial revenue for the city. After final build out in Year 15, Team 197 proposes to dispose the asset either through a sale or equity buyout at a 5.5% capi-talization rate.

Risk and Opportunity

This proposal is not without risk or challenges; however, we’ve identified solutions and opportunities in the following ways:1. City may deny amendments to the zoning overlay. However, we are in keeping with the city’s long-term goal of providing on site affordable units. 2. There is a challenge of relocating the existing City Hall. This proposal suggests City Hall remain on site in a brand new, class A, energy efficient office building to reduce maintenance expens-es. 3. A potential risk is the initial cost of investment but by devel-oping in phases, the investor is able to receive a return by Year 5.

Projected Return and Revenue

At final build out, City Hall Park will feature over 2 million SF of new office, hotel, residential and retail opportunities phased over a 16.5-year period and promises to provide investors with a 50% IRR. Net operating income is expected to be $34,793,501 by Year 3.

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COMMUNITY BENEFITS OF DEVELOPMENT

Provides Affordable Housing• 30-60% of Average Median Income

(AMI)

• 130 2-bedroom and 3-bedroom

affordable unit

Establishes Inclusivity• Propose a land trust dedicated to

scholarships for under served residents

• Public outdoor spaces for all residents and visitors

Promotes Art, Culture, &

Community Connectedness• Public open space for farmers

markets, festivals and leisure• Propose a Boston Welcome Center• Work with Boston Public Schools to

provide a school resource center

Advances Economic Growth• Generate revenue through parking

garage• Encourage community based retail

services• Generate revenue by leasing land

from City of Boston• Jobs created to maintain and

manage property

Addresses Climate Change• LEED Platinum• Modular construction which

minimizes carbon emissions and waste

• 99,000SF of green roofs and terraces for storm water management

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MARKET ANALYSIS

With a low vacancy rate, under-supply of residential units, and projected population growth; this sector is forecasted to

absorb over 510 units along with 130 luxury condos. 20% of the total units on-site are proposed as affordable.

On the edge of the site, City Hall Park features a 85-key, Class A, boutique hotel.

133 rooms delivered by 2019

525 rooms under proposal

7.31% population increase by 2023

Adding 4,938 new residents to the city of Boston

$106,307 Median household income

368 apartment units to be delivered

by 2019 and 862 apartment units in the development pipeline to be deliv-

ered by 2021

4.6% Vacancy

2,900 new jobs created by 2021 from Verizon, Spotify and

Waltham

ADR $258

82.7% average hotel occupancy

19,183,026domestic visitors

2,653,000international visitors

Hotel

Multi Family

OfficeDespite the high vacancy rate for this sector, this report forecasts that with continued population & job growth, there will be demand for businesses providing services such as medical offices, daycare, and educational outreach.

19,922,119 sfOffice Inventory

0 sf under construction

Largest vacancy is office space

greater than 18,000 sf

Professional & Business Services

added 6,300 jobs within 6 months in 2018

RetailAlthough market research shows a negative absorption rate in the Boston metro area, consumers are looking for unique experiences. The 197,400 SF of street facing retail offered on site is of high quality

0 SF under construction

7.9% vacancy

1,280,582 SFExisting Inventory

• Central Location• Access to mass transit• 3.5 miles from Boston Logan Int’l Airport

2.9%Unemployment Rate

7.9% Vacancy

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SITE PLAN

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ASSET CLASS DISTRIBUTIONB1

• Delivery: Phase 1

• Height: 550’

• Total SF: 611,684

• Retail: 19,162 sf

• Office: 172,522 sf

• MF Traditional units: 360,000 sf

• MF Affordable units: 60,000 sf

B2

• Delivery: Phase 2

• Height: 150’

• Total SF: 485,949

• Retail: 75,949 sf

• Office: 410,000 sf

• Potential tenants would include City Hall, daycare

services, and an educational resource center

B3

• Delivery: Phase 3

• Height: 450’

• Total SF: 617,667

• Retail: 41,689 sf

B4

• Delivery: Phase 4

• Height: 150’

• Total SF: 469,490

• Retail: 18,600 sf

• MF Traditional units: 342,310 sf

• MF Affordable units: 100,580 sf

PAVILION

• Delivery: Phase 3

• Height: 40’

• Total SF: 42,000

• Commercial Office: 185,478 sf

• Medical Office: 128,700

• Hotel: 35,000 sf

• MF Condo units: 226,800 sf

RetailTotal SF: 197,400

Multi FamilyTotal SF: 862,890

OfficeTotal SF: 768,000

HotelTotal SF: 35,000

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PARK ASSETS• CENTRAL LAWN• Delivery: Phase 1

• Total SF: 53,000

• Activities could include:

• Farmers Markets

• Festivals and performances

• City sponsored events

• Leisure and recreation

PAVILION

• Delivery: Phase 3

• Total SF: 42,000

• Uses could include:

• Boston welcome center

• Exhibit venue

• Private event space

• Performance stage

OTHER ASSETS• Monumental stair

• Bicycle parking

• Sun shade structure

• Water feature

• Variety of site furniture

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STAKEHOLDERS AND STRATEGIC PARTNERS

City of Boston

Boston Public Schools (BPS)

Boston Housing and Community Development

Boys & Girls Clubs of Boston

• Promote social activ-ities and services for community outreach

• Maintain public space • Recreation Center

• Manage special events like festivals, parades

and farmer markets

• High value ground lease• Welcome center• Museum

• School Resource center• After school programs

• Affordable housing resource• First time home owner assistance

Boston Department of Parks and Recreation

Massachusetts Bay Transit Authority

(MBTA)• Strategic partners in main-

taining access to transit• Manage bike share and

metro parking

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SOURCES & USES OF CAPITAL

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DEVELOPMENT TIMELINE

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DEVELOPMENT COST BREAKDOWN

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RETURN ANALYSIS

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THANK YOU

SUMMARY OF MAJOR ASSUMPTIONS & FINANCIAL RETURNS:TEAM NUMBER: 197 = Inputs Used In The Team Financial Model (if applicable)

= Output From The Team Financial Model

= CASE Competition Calculations (*Teams do not fill in these cells)

LAND VALUE ($): Min. Mean Max. Min. Mean Max.(or) PURCHASE PRICE ($): Year of

Sale Cap Rate UsedHard Cost Hard Cost Construction Tenant Leasing Average Projected Projected (After to Estimate Future

Gross Efficiency Net Dwelling Units / Hard Costs Escalation Contingency Duration Improvements Commissions Annual Revenue Annual Expense Construction Sale Proceeds Costs ofUSES Sq.Ft. % Sq.Ft. Parking Spaces ( $ / SF ) % % ( months ) ( $ / SF ) ( $ / SF ) Revenue Growth Expenses Growth Completion) (if applicable) Sale

Retail 197,400 80.0% 157,920 300.00$ 5.0% 24 $ / SF 56.00$ $ / SF

Office 768,000 85.0% 652,800 350.00$ 5.0% 24 3% $ / SF 55.00$ $ / SF 6.50$

Multi-Family Apartments (Rental) Market 702,310 80.0% 561,848 520 500.00$ 5.0% 24 $ / SF 3.90$ $ / Unit

Affordable 160,580 80.0% 128,464 162 400.00$ 5.0% 24 $ / SF 1.29$ $ / Unit

Condominiums (For Sale) Market 226,800 80.0% 181,440 141 500.00$ 5.0% 24 $ / SF 1,292.31$ $ / Unit Immediate N / A

Affordable $ / SF $ / Unit Immediate N / A

Hotel 35,000 85.0% 29,750 85 450.00$ 5.0% 24 REVPAR 258.00$ $ PAR

Medical 128,700 80.0% 102,960 300.00$ 5.0% 24 3% $ / SF 55.00$ $ / SF

Lab $ / SF $ / SF

Parking $ / Space $ / Space

Other 1 $ / SF $ / SF

Other 2 $ / SF $ / SF

Open Space $ / SF $ / SF

Infrastructure Improvements $ / SF $ / SF

(streets, etc.)

Development Program Totals 2,218,790 81.8% 1,815,182 410.66$ Development Budget Summary:

Commercial Space 1,129,100 Site Acquisition Costs Residential Dwelling Units 1,089,690 823 Hard (Construction) Costs (including escalation, contingency & Tenant Improvements) Parking Spaces 0 0 Soft (Indirect Development) Costs (all remaining development costs EXCEPT financing costs) 100.0% Remaining Development Program Area 0 Total Unlevered Development Costs

Financing Costs (all interest, points & fees on construction-related financing) 100.0%

Total Levered Development Costs

TotalDevelopment Total Net Sales

Cost Minus Total First Stabilized Allocated Revenues ResidentialAllocated Cost Year of Project NOI Project- Min. Mean Max. Cost of From Condominium Equity- Min. Mean Max. Equity- Constr. Permanent Perm. of Residential Stabilized (Excluding Net Stabilized Level Residential Residential Return-on- Equity Level Level Construction Loan Loan Permanent LoanCondominiums Rental Condominium Return-on- Unlevered Condominiums Condominiums Cost Capitalization Levered Equity Loan Interest Debt Service Loan Interest(if applicable) Operations Sales Revenues) Cost IRR (if applicable) (if applicable) (if applicable) ($) IRR Multiple Amount Rate Coverage Ratio Amount Rate

Development Partner (Sponsor)

Equity Partner 1

Equity Partner 2 (if applicable)

City (if applicable)

Development Costs Revenues & Expenses From Operations & Sale

CASE Competition Statistics CASE Competition Statistics

Hard Costs ( $ / SF ) Average Annual Revenue

1.00$ 1.00$ 1.00$ 3.00$

1.00$ 4.00$

Project Capitalization and Investment Return Metrics

CASE Competition Statistics CASE Competition Statistics

Project-Level Unlevered IRR Project-Level Levered IRR

Intra-Venture Levered IRRs